I - DEFINITIONS
1. The definitions used herein have the following meanings:
Company - Banco BTG Pactual S.A.
Stock Exchange - BM&FBOVESPA and any other Stock Exchanges or organized negotiation markets in which the Company has Securities approved for negotiation.
CVM - The Brazilian Securities and Exchange Commission.
Director of Investor Relations - The Company’s Director appointed by the administrative board to perform the assignments foreseen in the CVM regulations.
Relevant Information - Any decision of the majority stockholder, decision from the general meeting or from the Company’s Management bodies, or any other act or fact of a political-administrative, technical, business or economic and financial nature that occurred or related to the Company’s business, which may significantly affect (i) the quoting of securities; (ii) the investors’ decision on purchasing, selling or keeping the securities, or (iii) whether or not the investors have any rights inherent in the condition of holders of securities. Examples of situations that may be considered as Relevant Information can be found in article 2 of Instruction CVM 358.
Instruction CVM 358 - Normative Proceeding CVM no. 358, dated from 03 January, 2002, as amended.
Related Persons - The Company, its stockholders, direct and indirect holders and the persons appointed by them to access information of the Company, directors, administrative board and fiscal board members, and any other bodies with technical or consulting purposes created by statutory provisions, managers and employees, held and/or jointly held companies and their respective majority stockholders, administrative members and members of bodies with technical or consulting purposes, service providers and other professionals who have expressly observed the Disclosure Policy and are obliged to comply with the rules described thereto.
Disclosure Policy - The current Disclosure of Relevant Information and Confidentiality Policy of the Company.
Contract of Adhesion - A formal instrument signed by the Related Persons and recognized by the Company, through which they show awareness of the rules of the Disclosure Policy and undertake the obligation to comply with them, making sure that the rules are observed by persons who are under its influence, including subsidiaries, associated companies or under common control, spouses and direct or indirect dependents.
Securities - Stocks, debentures, subscription bonds, receipts and subscription rights, promissory notes issued by the Company and derivatives concerning any of these Securities.
2. The Contract of Adhesion must be signed as per Attachment I hereto, after which the majority stockholders of the Company and the persons appointed by them to access Company information, its directors, administrative board and fiscal board members, any technical or consulting bodies created by statutory provisions, managers and employees of the Company who have frequent access to Relevant Information and other parties considered necessary or convenient shall become Related Persons for the purposes hereunder.
3. The Company shall maintain, at its headquarters, a list of Related Persons and their respective qualifications, indicating their job position or role, address and enrolment number at the National Registry of Natural and/or Corporate Entities, which shall be updated whenever any change occurs.
II - PURPOSE
4. The purpose hereof is to establish the rules to be observed by the Investor Relations Director of the Company and other Related Persons, with regard to the disclosure of Relevant Information and to the confidentiality of Relevant Information which has not yet been publicly disclosed. This Disclosure Policy has been elaborated based on the terms and conditions of Instruction CVM 358.
5. Any questions concerning the provisions of this Disclosure Policy, the applicable regulations edited by CVM and/or the necessity of publicly disclosing determined information shall be clarified by the Investor Relations Director or a person appointed by this latter.
III - DUTIES AND RESPONSIBILITIES
6. The Investor Relations Director of the Company is responsible for:
- Disclosing and communicating to CVM, BOVESPA and to Stock Exchanges, any relevant act or fact that occurred or is associated with the businesses of the Company and which is deemed as Relevant Information, immediately after becoming aware of them;
- Ensuring the widespread and immediate communication of the Relevant Information, simultaneously in Stock Exchanges and all markets in which the Company has securities accepted for negotiation, observing the applicable rules and the investor audience in general.
7. The communication of Relevant Information to CVM and to the Stock Exchange must be made immediately through a written document describing, in detail, the acts and/or facts occurred and pointing out, whenever possible, the values involved and other pertaining clarifications.
8. The public disclosure of Relevant Information, as provided for by law will be made by publication in the news portal of MZ Group‘s worldwide network of computers, which will make available to the market, with free acess, the full Material Information released on the website "https://www.portalneo1.net/", pursuant to Article 3, Paragraph 4, of CVM Instruction 358. In addition to the disclosure in news portal on the World Wide Web, the Material Information will also be published on the Company‘s investor relations website and by the electronic system available on CVM‘s and the Stock Exchanges‘ webpage on the World Wide Web.
- 8.1 The disclosure provided for in item 8 above may also be made, in addition, at the sole discretion of the Investor Relations Officer, by publication in major newspapers usually used by the Company, provided, in this case, the adoption of a summary version, indicating the address(es) on the World Wide Web where the full information will be available to all investors, with the content at least identical to that sent to CVM and Stock Exchanges.
9. Whenever any Relevant Information is published by any means of communication, including the media or during meetings of professional associations, investors, analysts or selected audiences, in the country or abroad, the Relevant Information shall be simultaneously disclosed to CVM, Stock Exchanges and to investors in general.
10. Any Related Person who becomes aware of acts or facts that may be considered as Relevant Information shall immediately communicate them to the Investor Relations Director.
11. Related Persons working at statutory departments of the Company (Administrative Board, Board of Directors, Fiscal Board, technical or consulting bodies), as well as the majority stockholder, should they become personally aware of any Relevant Information and observe the omission of the Investor Relations Director to comply with his/her notification and disclosure duty, shall only be exempted from responsibility if they immediately communicate the Relevant Information to CVM. For such purposes, before communication to CVM, the Related Person shall make sure with the Investor Relations Director whether or not the Company’s Management Board has decided not to disclose the Relevant Information. This being the case, the obligation to disclose to CVM shall only apply upon verification of an abnormal oscillation in prices, quotation or negotiation volume of securities issued by the Company.
12. The Relevant Information shall be preferentially disclosed before the beginning or after the end of business at Stock Exchanges. In the event Stock Exchanges are not operating simultaneously, the disclosure shall be carried out observing the working hours of Stock Exchanges located in Brazil.
IV - EXCEPTION TO THE IMMEDIATE DISCLOSURE OF RELEVANT INFORMATION
13. Acts or facts which are considered as Relevant Information may no longer be disclosed if such disclosure could endanger a legitimate interest of the Company.
14. The Company may decide on submitting to CVM for analysis any issue concerning the public disclosure of Relevant Information that could endanger a legitimate interest of the Company.
15. This being the case, the Investor Relations Director shall be responsible for following up the quotation, price and negotiation volume of securities and, should he/she observe any abnormal oscillation, he/she must immediately disclose the Relevant Information that the Company had previously decided not to disclose.
V - DUTY TO KEEP RELEVANT INFORMATION CONFIDENTIAL
16. Related Persons must keep confidential any Relevant Information which has not yet been disclosed and which they have access due to the job position or role they hold, until such Information has been publicly disclosed. Additionally, they must ensure that their subordinates and entrusted third parties also observe this.
17. Even after its public disclosure, the Relevant Information must be considered as undisclosed until some reasonable time has elapsed so that the market participants have received and processed the Relevant Information.
18. Related Persons shall not discuss Relevant Information at public places. Similarly, Related Persons shall only deal with Relevant Information issues with those who need to know such information.
19. Any violation of this Disclosure Policy verified by the Related Persons shall be immediately communicated to the Company, through the Investor Relations Director or a person appointed by this latter.
DISCLOSURE OF RELEVANT INFORMATION POLICY OF BANCO BTG PACTUAL S.A.
CONTRACT OF ADHESION OF THE DISCLOSURE OF RELEVANT INFORMATION AND CONFIDENTIALITY POLICY OF BANCO BTG PACTUAL S.A.
Through this term, undersigned, as the Director of Banco BTG Pactual S.A., financial institution, with headquarters at Praia de Botafogo, 501, 5º, 6º e 7º andares, Botafogo, City and State of Rio de Janeiro, enrolled in the CNPJ/MF (Corporate Taxpayers ID) under no. 30.306.294/0001-45 ("Bank"), "), hereby DECLARES to have received a copy of the document DISCLOSURE OF RELEVANT INFORMATION AND CONFIDENTIALITY POLICY OF BANCO BTG PACTUAL S.A., approved in the Extraordinary Shareholders’ Meeting of the Bank, held on August 16, 2011, and amended in the Board of Directors’ Meeting, held on April 29, 2016, of which he/she is fully aware and undertakes to fully comply with the rules contained therein.