By-laws

By-laws

CHAPTER I

Corporate Name, Headquarters, Purpose and Duration

Article 1 – BANCO BTG PACTUAL S.A. (“Company”) is a corporation governed by these Bylaws and by provisions of laws and regulations in force.

Paragraph 1 – Since the Company was admitted to the Level 2 Corporate Governance special listing segment of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), its shareholders, Directors (as defined in the Level 2 Regulations) and members of the Fiscal Council, when installed, are subject to the provisions of B3’s Level 2 Corporate Governance Listing Regulations (“Level 2 Regulations”).
Paragraph 2 – The provisions set forth in the Level 2 Regulations shall prevail over statutory provisions in cases when there is prejudice to the rights of participants in the public offerings provided in these Bylaws.

Article 2 – The Company’s headquarters and jurisdiction are located in the city and state of Rio de Janeiro, and it may open, maintain and close branches, offices or other establishments anywhere within Brazil or abroad, at the discretion of its Board of Directors, pursuant to provisions of laws and regulations in force.

Article 3 – The Company’s corporate purpose is to carry out asset, liability and ancillary operations inherent to the respective authorized portfolios (commercial, investment, leasing, real estate credit, rural credit and loans, financing and investment), including foreign exchange operations and management of securities portfolios, wholesale trading of electricity in the free and regulated market, and retail trading of electricity, pursuant to provisions of laws and regulations in force. The Company may also hold interest, as a partner or shareholder, in companies headquartered in Brazil or abroad, regardless of their corporate purposes, including financial institutions and other institutions whose operations are authorized by the Central Bank of Brazil (“BACEN”).

Sole Paragraph – In the exercise of the activities provided for in its corporate purpose described above, the Company shall commit to responsible and sustainable business practices, balancing the economic, financial, regulatory, environmental and social aspects of its operations.

Article 4 – The Company’s duration is undetermined.

CHAPTER II

Share Capital

Article 5 – The Company’s duly subscribed and paid in capital amounts to R$15,839,880,488.92 (fifteen billion, eight hundred and thirty-nine million, eight hundred and eighty thousand, four hundred eighty-eight reais and ninety-two cents), divided into 11,506,119,928 (eleven billion, five hundred and six million, one hundred and nineteen thousand, nine hundred and twenty-eight) shares, of which 7,244,165,568 (seven billion, two hundred and forty-four million, one hundred and sixty-five thousand, five hundred and sixty-eight) are common book-entry shares with no par value, 2,864,529,000 (two billion, eight hundred and sixty-four million, five hundred and twenty-nine thousand) are class A preferred shares, and 1,397,425,360 (one billion, three hundred and ninety-seven million, four hundred and twenty-five thousand, three hundred and sixty) are class B preferred shares, all book-entry with no par value.

Paragraph 1 – The Company’s share capital may be increased by resolution of the Board of Directors, without the need to amend these Bylaws, up to the overall limit of forty billion shares (40,000,000,000.00). The shares issued may be common or preferred, and must respect, in any case, the limit established in Article 15, paragraph 2, of Law 6,404, of December 15, 1976, as amended (“Law 6,404”).
Paragraph 2 – Within the limit of the authorized capital, the Board of Directors may (i) approve the issue of shares or subscription warrants, through public or private subscription, fixing the price of the issue, the payment conditions, as well as the other issue conditions, and (ii) grant, in accordance with the plan approved by the Shareholders’ Meeting, stock option to the management and employees of the Company or its subsidiaries, and/or individuals rendering services to the Company or its subsidiary.
Paragraph 3 – Each common share shall have the right to one vote at the Shareholders’ Meeting, and shall also be entitled, in equal conditions as Class A and Class B preferred shares, to participate in profit sharing.
Paragraph 4 – Class A preferred shares:

(a) grant their holders the right to restricted voting, exclusively in the following matters: (i) the transformation, merger, merger of shares, consolidation or spin-off of the Company; (ii) the approval of agreements between the Company and the Controlling Shareholder (as defined in the Level 2 Regulations), directly or through a proxy, as well as for other companies in which the Controlling Shareholders (as defined in Level 2 Regulations) hold interest, whenever, pursuant to a legal or statutory provision, such matters have been resolved by a Shareholders’ Meeting; (iii) the valuation of assets to be used as proceeds for a capital increase of the Company; (iv) the appointment of a specialized firm or institution to determine the economic value of the Company, pursuant to Article 56 herein; and (v) the amendment or revocation of statutory provisions that amend or modify any of the requirements set forth in item 4.1 of the Level 2 Regulations. The voting rights set forth in item “a” shall prevail during the period in which the Level 2 Corporate Governance Participation Agreement is in force;

(b) shall grant their holders priority in the capital reimbursement, without premium, pursuant to Article 17, item II, of Law 6,404;

(d) shall have the right to be included in tender offers arising from the Disposal of the Company’s Control under the same price and conditions offered to the Disposing Controlling Shareholder.

Paragraph 5 – Class B preferred shares:

(a) grant their holders the right to restricted voting, exclusively in the following matters: (i) the transformation, merger, merger of shares, consolidation or spin-off of the Company; (ii) the approval of agreements between the Company and the Controlling Shareholder, directly or through a proxy, as well as for other companies in which the Controlling Shareholders hold interest, whenever, pursuant to a legal or statutory provision, such matters have been resolved by a Shareholders’ Meeting; (iii) the valuation of assets to be used as proceeds for a capital increase of the Company; (iv) the appointment of a specialized firm or institution to determine the economic value of the Company, pursuant to Article 56 herein; and (v) the amendment or revocation of statutory provisions that amend or modify any of the requirements set forth in item 4.1 of the Level 2 Regulations. The voting rights set forth in item “a” shall prevail during the period in which the Level 2 Corporate Governance Participation Agreement is in force;

(b) shall grant their holders priority in the capital reimbursement, without premium, pursuant to Article 17, item II, of Law 6,404;

(d) shall be convertible into common shares, by a simple written request of their holders or the Company, with no need for resolution of Board of Directors’ or Shareholders’ Meetings, provided that (i) such conversion takes place due to the issue of new shares by the Company, within the authorized capital or not (except if the shareholder to carry out the conversion is BTG Pactual Holding S.A. (or the company that succeeds it, on any account, including by incorporation, merger, spin-off, or any other type of corporate restructuring)), (ii) after the conversion, BTG Pactual Holding S.A. (or the company that succeeds it, on any account, including by incorporation, merger, spin-off, or any other type of corporate restructuring) continues to hold, directly or indirectly, more than 50% of the common shares issued by the Company, and (iii) Article 42 of these Bylaws is observed;

(e) shall be convertible into Class A preferred shares, at the request of their holders, provided that (i) the Company is a publicly held company with shares traded on the stock exchange, and (ii) Article 42 of these Bylaws is observed.

(f) shall have the right to be included in tender offers arising from the Disposal of the Company’s Control under the same price and conditions offered to the Disposing Controlling Shareholder.

Paragraph 6 – Pursuant to the provisions established herein, the creation of new preferred classes is hereby authorized, as well as the increase in the classes of shares without proportion to the other classes of preferred shares, as applicable.
Paragraph 7 – The Company may eliminate the preemptive right or reduce the term for its exercise in all events provided by law, including the issue of shares, debentures convertible into shares or subscription warrants whose placement must be carried out through a sale in the stock market, public subscription, or share swap through a mandatory tender offer for the acquisition of a controlling stake, pursuant to Articles 257 and 263 of Law 6,404. Preemptive rights shall not be granted for stock options and for the exercise of stock options, and neither when securities are converted into shares, pursuant to Article 171, paragraph 3, of Law 6,404.
Paragraph 8 – All shares are book-entry shares and are maintained in a deposit account, on behalf of their holders, at the Company itself, and may be represented by share deposit certificates issued by financial institutions which provide bookkeeping services, and the shareholder may be charged for the cost of services for the transfer of ownership of shares or for share deposit certificates, as applicable.
Paragraph 9 – The Company may acquire its own shares or share deposit certificates, as applicable, upon authorization of the Board of Directors, with the goal to maintain them in treasury for later disposal or cancellation, pursuant to provisions and regulations currently in force.
Paragraph 10 – The Company may, by notifying B3 and publishing a notice, suspend the services for the transfer, grouping and splitting of shares, or services for the transfer, grouping, splitting and cancellation of share deposit certificates, as applicable, upon authorization of the Board of Directors and for a period of time to be determined by the Board of Directors, provided that the provisions set forth in Law 6,404 are observed.

CHAPTER III

Company’s Management

Article 6 – The Company shall be managed by a Board of Directors and an Executive Board.

Paragraph 1 – The members of the management are exempt from providing a management pledge.
Paragraph 2 – The Shareholders’ Meeting will fix the overall compensation of the members of the Company’s management, Audit Committee, and Compensation Committee, and the Board of Directors is responsible for defining the amounts to be paid individually to each member of the management and said committees.
Paragraph 3 – The members of the management will be invested in their positions by signing an investiture term drawn up in the minutes’ books for the Board of Directors’ or Executive Board’s meetings, as applicable, after their names are approved by BACEN and all applicable legal requirements are met.
Paragraph 4 – The members of the Fiscal Council shall take office only after their names have been previously approved, pursuant to the Level 2 Regulations, and all applicable legal requirements have been met.

Section I – Board of Directors

Article 7 – The Board of Directors is comprised of 5 (five) to 11 (eleven) sitting members and up to the same number of alternates, whether shareholders or not, residing in Brazil or abroad, who may be elected and dismissed at any time by the Shareholders’ Meeting, for a unified term of office of 1 (one) year, reelection allowed. At the end of the term, the members of the Board of Directors shall remain in the exercise of their positions until the new elected members take office.

Paragraph 1 – The Board of Directors shall have one Chair and one Vice-Chair, chosen by the Shareholders’ Meeting upon the election of the members of the Board of Directors.
Paragraph 2 – The positions of Chair of the Board of Directors and CEO or key executive roles at the Company shall not be accumulated by the same person, except in cases of vacancy, which shall be object of specific disclosure to the market informing the proper measures that shall be taken to fill the respective positions within 180 (one hundred and eighty) days, pursuant to the Level 2 Regulations.
Paragraph 3 – A minimum of 20% (twenty percent) of the members of the Board of Directors must be Independent Members, as defined by the Level 2 Regulations and must be expressly declared in the minutes of the Shareholders’ Meeting that elect them, and the members elected pursuant to Article 141, Paragraphs 4 and 5, of Law 6,404 shall also be considered as independent members.
Paragraph 4 – When the percentage mentioned above results in a fractional number of members, this number shall be rounded pursuant to the Level 2 Regulations.
Paragraph 5 – To improve the performance of its duties, the Board of Directors may create committees or working groups for specific purposes, which shall function as advisory bodies without any decision-making powers, for the sole purpose of assisting the Board of Directors, and shall be comprised of persons appointed from the management team and/or other persons related, either directly or indirectly, to the Company.

Article 8 – Pursuant to Article 6, paragraphs 3 and 4, of these Bylaws, the members of the Board of Directors shall take office by signing a term of investiture in the Company’s books and must be approved by the BACEN. The term of investiture shall be signed up to 30 (thirty) days after the election has been approved by the BACEN, except by justification accepted by the Board of Directors, under the penalty of the election becoming null and void.

Paragraph 1 – In the event of temporary impediment or absence of any member of the Board of Directors, he/she will be replaced by his/her alternate or another member of the Board of Directors designated in writing, who shall perform all functions and have all powers, duties and rights of the replaced member, including the right to vote, except for the functions of the Chair and Vice-Chair of the Board of Directors.
Paragraph 2 – In the event of temporary impediment or absence of the Chair of the Board of Directors, his/her functions will be temporarily assumed by the Vice-Chair. In the event of temporary impediment or absence of the Vice-Chair, the Chair shall appoint a replacement from among the other members of the Board of Directors. In the absence of the alternate and written designation, the Chair shall be temporarily replaced by the Vice-Chair and, in his/her absence, by a member of the Board of Directors that shall be elected by a majority vote of the members of the Board of Directors.
Paragraph 3 – In the event of permanent vacancy, resignation or impediment of any member of the Board of Directors, including the Vice-Chair, the Chair of the Board of Directors shall appoint an alternate member, who will serve until the next Shareholders’ Meeting. In the event of permanent vacancy, resignation or impediment of the Chair, his/her position will be filled, on a temporary basis, by the Vice-Chair and a Shareholders’ Meeting must be immediately called to elect the new Chair. In the event of permanent vacancy or impediment of the Chair and Vice-Chair a replacement will be designated pursuant to aforementioned Paragraph 1, and any member shall immediately call the Shareholders’ Meeting to elect the replacing member and the new Chair and Vice-Chair of the Board of Directors.

Article 9 – The Board of Directors shall hold, at least, 1 (one) ordinary meeting during each financial quarter of the Company (“Annual Meeting”) and shall meet, on an extraordinary basis, as necessary (“Extraordinary Meeting”), through written notice of its Chair or three members.

Paragraph 1 – Except in case of unanimous consensus among the members of the Board of Directors, the Annual Shareholders’ Meetings shall be convened within a minimum of 21 (twenty-one) days in advance and Extraordinary Shareholders’ Meetings shall be convened with, at least, 48 (forty-eight) hours prior to the meeting. The call notice shall include the date, time and agenda of the meeting, as well as all material necessary for the meeting. The Board of Directors’ meetings shall be held at the Company’s premises, but the members of the Board of Directors may attend the meetings under the provisions set forth in Paragraph 2 of Article 10 below.
Paragraph 2 – Failure to comply with the terms provided in Paragraph 1 above may be rectified through a written waiver granted by the jeopardized member(s) of the Board of Directors prior to the meeting, or, if present at the meeting and, pursuant to Paragraph 2 of Article 10 below, said member may not prevent the meeting from being held. Regardless of the formalities of the call notice, the meeting shall be considered ordinary when attended by all members of the Board of Directors, pursuant to Paragraph 2 of Article 10 below.
Paragraph 3 – At the sole discretion of the Board of Directors, representatives of shareholders may be allowed to attend the Board of Directors’ meeting as “observers”, with the same rights and duties attributed to the other members of the Board (including the rights provided in Paragraph 1 of this Article), except voting rights and the right to be included in the meeting’s installation quorum , and these observers shall be admitted to the Board of Directors’ meetings upon signing the proper confidentiality agreement.

Article 10 – The installation quorum of the Board of Directors’ meetings shall consist of the majority of its sitting members (or their respective alternates pursuant to aforementioned Article 8, Paragraphs 1 and 2). The meetings shall be presided by the Chair of the Board of Directors or by a Board member appointed by him/her, and the Chair of the meeting shall choose a person among the attending members to act as secretary.

Paragraph 1 – The members of the Board of Directors may be represented at the Board of Directors’ meetings by another Board member to whom special powers have been granted.
Paragraph 2 – The members of the Board of Directors that personally attend the meetings shall have their reasonable expenses related to such attendance (such as airplane tickets and lodging) duly reimbursed. The members of the Board of Directors may also attend such meetings via phone or video conference, or any other means that allow remote attendance to the meetings, being considered as present at the meeting.

Article 11 – Except as otherwise provided in the Law and in these Bylaws, resolutions shall be taken by majority vote of the members present at the meeting.

Paragraph 1 – The decisions of the Board of Directors shall be included in the minutes, which shall be signed by the Board members present at the meeting or by the number of members necessary to achieve the required quorum to approve the matters on the agenda.
Paragraph 2 – The members of the Board of Directors that attend the meetings pursuant to aforementioned Article 10, Paragraph 2, and shall confirm their votes through a written statement sent to the Chair or, in his/her absence, to the Vice-Chair of the Board of Directors by mail, fax, or email after the meeting has been adjourned. Once the statement is received, the Chair or the Vice-Chair of the Board of Directors, as applicable, will have the power to sign the minutes of the meeting on behalf of said member(s).

Article 12 – The Board of Directors, without prejudice to the other duties established by law and these Bylaws, shall be responsible for:

(a) establishing the general guidelines of the Company’s business;

(b) electing and dismissing the Executive Officers and establishing their duties, pursuant to the terms hereof;

(c) supervising the Executive Officers’ management, examining, at any time, the Company’s books and documents and request information on contracts signed or to be entered into, as well as on any other acts;

(d) convening the Shareholders’ Meeting, through the Chair or Vice-Chair of the Board of Directors, as necessary, or pursuant to Article 123 of Law 6,404;

(e) expressing an opinion on the management’s report, the management’s accounts, and the Company’s financial statements, in addition to resolving on their submission to the Shareholders’ Meeting;

(f) selecting and dismissing independent auditors, the members of the Audit Committee, the Compensation Committee and of the Ombudsman’s Office, filling the vacancies in such bodies due to death, resignation or dismissal and approving the internal regulations of each body, as applicable, fixing the compensation of each member, as well as to convening them to provide clarifications deemed necessary regarding any matter;

(g) approving the issue of shares or subscription warrants, including under the form of Global Depositary Shares (“GDSs”), American Depositary Shares (“ADSs”) or Units (as defined in Chapter XIII of these Bylaws), or of any other bond or security, or certificates or receipts representing bonds or securities issued by the Company, within the authorized capital limit, including (1) the number, type and class of securities to be issued, (2) the issue price and criteria for its fixation; (3) the schedule of the issue, (4) to grant power to the Executive Board so that it may carry out all acts necessary to implement the issue, (5) to exclude the preemptive right or reduce the term for its exercise in all situations as permitted by law or regulation, including in the issues whose placement is carried out through sale on stock exchange or public subscription, and (6) other relevant issue terms and conditions;

(h) resolving on the repurchase, swap or trade of Company shares for purposes of cancellation or holding in treasury and their respective disposal or cancellation, observing the relevant legal provisions and, provided that legally permitted, the exceptions provided in the Shareholders’ Agreement;

(i) approving any acquisition or series of acquisitions made by the Company, in any format, including any type of joint venture, investment or restructuring with a non-affiliated entity (as defined in Article 49 of these Bylaws) or acquisition of any securities or assets of any non-affiliated entity, involving an amount in reais superior to three hundred million dollars (US$300,000,000.00), in each case, that is out of the normal course of business of the Company;

(j) approving the contracting by the Company, through a single transaction or a series of transactions, of any debt (including any guarantee or surety) that, in each case, have an amount in reais superior to three hundred million dollars (US$300,000,000.00), in each case, that is out of the normal course of business of the Company;

(k) approving any sale or series of sales of assets by the Company that total, in reais, more than three hundred million dollars (US$300,000,000.00), each, and whose activities are not part of the Company’s normal business operations;

(l) granting, in accordance with the plan approved by the Shareholders’ Meeting, stock options in favor of the directors and employees of the Company, its subsidiaries, third-party service providers for the Company or to its subsidiaries, and/or a company under its control;

(m) establishing the compensation, indirect benefits and the other incentives for the Company’s management;

(n) approving the distribution of the compensation, indirect benefits and the other incentives mentioned in the item above for each member of the Board of Directors and each member of the Executive Board, respecting the overall limit of compensation approved by the Shareholders’ Meeting;

(o) submitting to the Shareholders’ Meeting proposals for the dissolution, merger, spin-off and incorporation of the Company;

(p) approving the distribution of interim dividends to the account of retained profit or reserve of profit existing in the latest annual or half-year balance sheet, including the establishing of deadlines, terms and conditions for the payment of such dividends, observing the applicable legal limitations;

(q) determining the conducting of interim balance sheets in the last day of a certain month and distribute dividends based on the profits calculated then, including the determination of deadlines, terms and conditions for payment of these dividends, respecting the applicable legal limitations;

(r) approving the payment or credit of interest on equity to shareholders, pursuant to applicable law;

(s) approving the contracting of the financial institution who shall provide bookkeeping services for shares or certificates of deposit for shares and other securities;

(t) approving the policies for disclosing information to the market and for trading the Company’s securities;

(u) approving the entry of the Company into new business activities in which the Company or any of its subsidiaries do not currently operate;

(v) resolving on any matter submitted by the Executive Board, as well as convening the members of the Executive Board for joint meetings, as necessary;

(w) determining (i) the composition of each Unit, establishing the number of common and/or preferred Company shares, including under the form of GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including under the form of Brazilian Depositary Receipts (hereinafter referred to as “BDRs” or, individually, “BDR”), to be represented by each Unit (“Unit’s Guarantees”), (ii) the corresponding proportion of the Unit’s Guarantees (“Proportion of the Guarantees”), and (iii) the other rules related to the Units, pursuant to Chapter XIII of these Bylaws (without limiting shareholders’ rights as described in Article 54 of these Bylaws), and it must act, as applicable, jointly with BTG Pactual Participations, Ltd.;

(x) expressing a favorable or contrary opinion regarding any tender offer of Company shares, through a substantiated preliminary report published within 15 (fifteen) days of the publication of the call notice for the tender offer, which should address, at least, (i) the convenience and opportunity of the tender offer regarding the interests of all shareholders and the liquidity of their securities; (ii) the impacts of this tender offer on the Company’s interests; (iii) the strategic plans disclosed by the offeror related to the Company; (iii) alternatives to the acceptance of the tender offer available in the market; and (iv) other aspects deemed pertinent by the Board of directors; as well as the information required by the applicable rules established by the Securities and Exchange Commission (“CVM”);

(y) defining a list of three firms specializing in business economic valuation to be chosen for the preparation of a valuation report of the Company’s shares, in the event of tender offers aimed at the cancellation of the Company’s registration as a publicly held company or the delisting of its shares from the Level 2 Corporate Governance listing segment; and

(z) complying with and enforcing these Bylaws and the resolutions taken at Shareholders’ Meetings.

Section II – Board of Executive Officers

Article 13 – The Executive Board shall be comprised of 2 (two) to 16 (sixteen) members, whether shareholders or not, of which up to 2 (two) members shall be designated Chief Executive Officers, being 1 (one) the Investor Relations Officer, and up to 7 (seven) members may be designated as Senior Vice President, with the remaining members designated simply as Executive Officers, provided that the designation of each Officer shall take place upon his/her election. The members of the Executive Board shall reside in Brazil, may be elected and dismissed at any time by the Board of Directors, and are exempt from providing a management pledge.

Paragraph 1 – The term of office of each Executive Officer shall be 3 (three) years, with reelection allowed. At the end of the term, the members of the Board of Directors shall remain in the exercise of their positions until the new elected members are invested.
Paragraph 2 – The Board of Directors may leave up to 14 (fourteen) positions vacant in the Executive Board.
Paragraph 3 – The position of Investor Relations Officer may be accumulated by a person holding another position at the Executive Board.
Paragraph 4 – Pursuant to Article 6, Paragraphs 3 and 4, of these Bylaws, the members of the Board of Directors shall take office by signing the term of investiture in the Company’s books and upon their names being approved by the BACEN. The term of investiture shall be signed up to thirty (30) days after the election has been approved by the BACEN, except by justification accepted by the Board of Directors, under the penalty of the election becoming null and void.
Paragraph 5 – The Company will appoint up to 2 (two) members of the Executive Board to occupy the position of Chief Executive Officer(s). If only 1 (one) Chief Executive Officer takes office, he/she shall perform all functions inherent to said position individually. If 2 (two) Chief Executive Officers take office, both shall be jointly responsible for all functions of said position, except if otherwise set forth in these Bylaws.
Paragraph 6 – In the event of temporary impediment or absence of one Chief Executive Officer, as applicable, the other Chief Executive Officer will individually take over his/her functions. In the case of temporary impediment or absence of both members occupying the position of Chief Executive Officers, as applicable, the other members of the Executive Board shall nominate one of the present members to take over the functions of the Chief Executive Officer on a temporary basis. In the event of temporary impediment of any other Executive Officer, he/she will be replaced by other Officers appointed by all members occupying the position of Chief Executive Officers, as applicable.
Paragraph 7 – In the event of resignation, permanent impediment or another type of permanent vacancy in the Chief Executive Officer positions or any other Executive Officer position, the Board of Directors, within 30 (thirty) days, as from the date of the vacancy, shall elect the new Executive Officer who will serve for the remaining term of office, except in the event that, in case of vacancy in the positions of Executive Officer, the Board of Directors leaves the position vacant, respecting the legal minimum of 2 (two) Executive Officers.

Article 14 – The Executive Officers have full powers to administrate and manage the corporate business, and may carry out any acts and resolve on any matters related to the Company’s purpose, as well as acquire, sell and record assets and real estate, contract obligations, execute contracts, and compromise and wave rights, except for the acts that depend on the authorization of the Board of Directors or Shareholders’ Meeting, and in any event being subject to the provisions of the Shareholders’ Agreement (as defined in Article 42 of these Bylaws).

Paragraph 1 – In all acts or instruments that create, change or extinguish the Company’s obligations, or entail the assumption of responsibility or waive of rights, the Company will be represented (i) by any 2 (two) Executive Officers acting jointly, (ii) by 1 (one) Executive Officer acting jointly with an attorney-in-fact with special powers, (iii) by 2 (two) attorneys-in-fact with special powers, or (iv) exceptionally by an attorney-in-fact appointed pursuant to Paragraph 4 of this Article.
Paragraph 2 – The Company may be, exceptionally, represented by a single Executive Officer or attorney-in-fact with special powers, as long as authorized by an Executive Board Meeting.
Paragraph 3 – The Company may be represented by a single attorney-in-fact, for the purposes of attending a Shareholders’ Meeting, extraordinary shareholders’ meeting or a debenture holders’ meeting of a publicly held company, as shareholder or debenture holder, as the case may be, and may also be a legal representative of foreign or local investors, including as manager of investment fund and/or managed portfolios, provided that said publicly held company does not belong to the BTG Pactual conglomerate, whether as an Affiliated Company (as defined in Article 49 of these Bylaws), associated company, subsidiary or parent company.
Paragraph 4 – Proxies for business purposes shall be granted 142for up to 1 (one) year, signed by two Executive Officers, in which the granted powers will be specified, pursuant to Article 14, Paragraph 1, of these Bylaws, except if otherwise established, as a condition for business validity in a Shareholders’ Agreement, in which event the term for these proxies may be extended to the contractual term.
Paragraph 5 – Proxies for representation in court, arbitration or administrative proceedings may be granted for an undetermined term, being permitted, in this case, the Company’s representation by an attorney-in-fact acting separately, except if otherwise established, as a condition for business validity in a Shareholders’ Agreement, in which event the term of these proxies may be extended to the contractual term.
Paragraph 6 – When opening, carrying out transactions or closing bank deposit accounts, the Company shall be represented by 2 (two) Executive Officers acting jointly, or by 1 (one) Executive Officer acting jointly with an attorney-in-fact, within the limits set forth in the power of attorney, or by 2 (two) attorneys-in-fact with special powers, within the limits set forth in the power of attorney.
Paragraph 7 – The endorsement of checks issued in favor of the Company for deposit in a checking account of a third party shall be mandatory for the Company only if signed by 2 (two) Executive Officers, or by 1 (one) Executive Officer acting jointly with an attorney-in-fact with special powers, appointed by a proxy signed by 2 (two) Executive Officers, or by 2 (two) attorneys-in-fact with special powers also appointed by a proxy signed by 2 (two) Executive Officers.
Paragraph 8 – The endorsement of checks for deposit in the Company’s checking account may only be made through the signature of 1 (one) Executive Officer or 2 (two) attorneys-in-fact with special powers.
Paragraph 9 – In the Shareholders’ Meetings of companies in which the Company is a partner or a shareholder, the Company will be represented by (i) 2 (two) Executive Officers, jointly, or (ii) by 1 (one) or more attorneys-in-fact with special powers, appointed by a proxy signed jointly by 2 (two) Executive Officers.

Article 15 – The Executive Board is responsible for:

(a) complying with and enforcing these Bylaws and the resolutions of the Shareholders’ Meetings and of the Board of Directors;

(b) supervising all Company’s operations by monitoring their progress;

(d) preparing the annual and half-year financial statements for submission to the Audit Committee and Board of Directors, as well as, as the case may be, statements or interim balance sheets issued in shorter intervals; and

(e) establishing the guidelines and standards for employees’ sharing in the Company’s profit.

Sole Paragraph – The Board of Directors may approve internal policies that shall be observed by the Executive Officers while conducting their activities, functions, duties and positions.

Article 16 – It is the sole responsibility of the 2 (two) Chief Executive Officers, jointly, or individually if only 1 (one) Chief Executive Officer has taken office, pursuant to Article 13, Paragraph 5, of these Bylaws, and none of the duties described below shall be extended to any other Executive Officer:

(a) presiding over and governing all business and activities of the Company, monitoring its operations and following up their progress;

(b) presiding over the meetings of the Executive Board;

(d) coordinating the activities of the other Executive Officers;

(e) receiving service of process and represent the Company in court; and

Sole Paragraph – The following responsibilities are incumbent to the:

(a) Investor Relations Officer: (i) coordinating, administrating, governing and monitoring the investor relations work, as well as representing the Company before shareholders, investors, market analysts, CVM, stock exchanges, and other institutions related to activities carried out in capital markets in Brazil and abroad; and (ii) other additional duties occasionally attributed to him/her and established by the Board of Directors; and

(b) Senior Vice Presidents: (i) coordinating the Company’s business and activities, within their respective scope of competence, especially helping the Chief Executive Officers in matters of particular relevance to the Company or its Affiliated Companies; (ii) guiding the activities of the Company’s departments and divisions that concern them and advising the other members of the Executive Board.

(c) Executive Officers: carrying out the activities of the Company’s departments and divisions that concern them and advising the other members of the Executive Board.

CHAPTER IV

Shareholders’ Meeting

Article 17 – The Annual Shareholders’ Meeting shall convene once per year within 4 (four) months after the end of the fiscal year.

Article 18 – The Extraordinary Shareholders’ Meetings shall convene in the cases provided in and pursuant to legislation and these Bylaws.

Article 19 – The Shareholders’ Meetings are called by the Board of Directors, through its Chair or Vice-Chair, or, in the cases provided by law, shareholders or the Fiscal Council, through the publishing of a call notice, and the first publication must be made at least 15 (fifteen) days in advance. If a second call is necessary, the first publication of the notice shall be made, at least, within 8 (eight) days in advance.

Article 20 – The Shareholders’ Meeting shall be installed and presided over by one of the Chief Executive Officers or by whomever appointed by him/her, in writing, and this person will choose someone among those present in the meeting to serve as secretary.

Article 21 – At Shareholders’ Meetings, shareholders may be represented by an attorney-in-fact, in compliance with the law, who may be a shareholder, a member of the management of the Company or an attorney, and, in a publicly held company, the attorney-in-fact may be a financial institution, or the administrator of investment funds representing the members thereof. The Company may request, in the call notice of the Shareholders’ Meeting, that the power of attorney be delivered at the Company’s headquarters up to 24 (twenty-four) hours prior to the date of the Shareholders’ Meeting.

Sole Paragraph – Shareholders who wish to attend the Shareholders’ Meeting shall present a proof of being a holder of the Company’s shares, a statement issued by the depositary financial institution in case of deposit certificates representing shares, pursuant to Article 46 of these Bylaws, legislation and to the applicable rule.

Article 22 – The Shareholders’ Meeting shall be responsible for resolving on matters that, by law, are of its private jurisdiction, as well as those that, for any reason, are submitted to it. All matters that are object of the Shareholders’ Meeting, except as otherwise provided in the law, shall be considered approved if they count on the absolute majority vote of those attending the meeting, abstentions and blank votes not counted.

Sole Paragraph – The Shareholders’ Meeting is exclusively responsible for:

(i) resolving on the matters in which preferred shareholders shall have a voting right, pursuant to Paragraphs 5 and 6 of Article 5 of these Bylaws;

(ii) defining a list of three firms specializing in business economic valuation to be chosen for the preparation of a valuation report of the Company’s shares, in the event of tender offers aimed at the cancellation of the Company’s registration as a publicly held company or delisting of its shares from the Level 2 Corporate Governance listing segment; and

(iii) resolving on the proposal of the Company’s withdrawal from the Level 2 Corporate Governance listing segment, except in the case of withdrawal from the Level 2 Corporate Governance listing segment was due to the cancellation of its registration as a publicly held company.

CHAPTER V

Fiscal Council

Article 23 – The Company shall have a non-permanent Fiscal Council comprised of 3 (three) or 5 (five) sitting members and the same number of alternates, resident in Brazil, in accordance with the duties provided by law.

Paragraph 1 – The Fiscal Council shall operate in the fiscal years when shareholders request its installation, and the Shareholders’ Meeting is responsible for electing its members and establishing their respective compensation, all pursuant to the applicable legislation and regulations.
Paragraph 2 – The Fiscal Council shall take office only after the members of the Fiscal Council have been previously approved, pursuant to the Level 2 Regulations, and must also be in compliance with the applicable legal requirements.

CHAPTER VI

Audit Committee

Article 24 – The Audit Committee must comply with the regulatory requirements in force, issued by the Brazilian National Monetary Council (“CMN”) and by the BACEN, and will be comprised by, at least, 3 (three) and at, at most, 6 (six) members, which shall be elected among those who may or not be a Board member, as long as they meet the legal and regulatory conditions required to perform their duties, including requirements that guarantee their independence, of which at least 1 (one) member must be an Independent Member, all of whom will hold an office term of 5 (five) years, which may be extended until the investiture of their replacements, being allowed the reelection of the committee members pursuant to applicable regulations, and at least 1 (one) member must have proven audit and corporate accounting experience, pursuant to the CVM regulations that provide for the registration and exercise of the independent audit activities in the securities market and sets forth the duties and responsibilities of directors of the audited entities in their relationship with independent auditors, that qualify him/her for the position, being one of the members responsible for coordinating the meetings of the Audit Committee.

Paragraph 1 – The coordinator shall be designated upon the appointment of the members of the Audit Committee.
Paragraph 2 – The Audit Committee shall report directly to the Company’s Board of Directors.
Paragraph 3 – The members of the Audit Committee shall have their compensation established on an annual basis by the Company’s Board of Directors, and the members of the Audit Committee and Board of Directors shall receive a sole compensation, even if they accumulate positions as a member of the Audit Committee and of the Board of Directors.
Paragraph 4 – As set forth in Article 12, item (f), of these Bylaws, the Company’s Board of Directors is solely responsible for appointing and dismissing the members of the Audit Committee.
Paragraph 5 – As permitted by the CMN rules, the Audit Committee shall serve all financial and/or peer institutions belonging to the BTG Pactual conglomerate in Brazil.

Article 25 – In addition to the duties of the Audit Committee set forth in the current regulations issued by the CMN and the BACEN, the Audit Committee is responsible for:

(a) establishing, in its Internal Regulations, the rules for its operations;

(b) expressing an opinion for the hiring or replacing of the independent auditor;

(c) revising, before their publication, the annual and half-year financial statements, including the notes, the interim financial information (ITR) and, as the case may be, statements or interim balance sheets issued in shorter intervals, as well as management’s and independent auditors’ reports, as applicable;

(d) monitoring the Company’s audit activities and the activities of its internal Controls area;

(e) evaluating and monitoring the Company’s risk exposure;

(f) evaluating the effectiveness of the internal and independent audits, verifying compliance with the legal and normative provisions applicable to the Company, in addition to internal regulations, as applicable;

(g) evaluating the compliance by the Company’s management with the recommendations made by internal and independent auditors;

(h) evaluating, monitoring and recommending to the Executive Board amendments or improvements to policies, practices and procedures within the scope of its duties, including the related-party transaction policy;

(i) convening with the Fiscal Council, if installed, and with the Board of Directors, by request of the same, to discuss about the policies, practices and procedures identified within the scope of its duties; and

(j) having means for receiving and handling information on lack of compliance with legal and normative provisions applicable to the Company, in addition to internal regulations and codes, including provision for specific procedures to protect the provider of the information and its confidentiality.

Article 26 – The Audit Committee may be extinct if the institution no longer presents the conditions required for its operation in accordance with the current rules issued by the CMN and/or the BACEN, and its extinction shall depend on previous authorization of the BACEN, being conditioned to compliance with its duties related to the fiscal years when its operation was required.

CHAPTER VII

Compensation Committee

Article 27 – The Company shall have a Compensation Committee, comprised of 3 (three) to 6 (six) members, chosen among the members of the Board of Directors and/or the Executive Board (except for at least one member, as required by the current rule), with a term of office of 1 (one) year, and at least one of them shall be responsible for coordinating the meetings of the Compensation Committee.

Paragraph 1 – The Board of Directors shall be responsible for establishing, in its Internal Regulations, the rules for the Compensation Committee’s operations.
Paragraph 2 – In addition to the responsibilities and duties provided in the applicable regulation, the Committee shall propose to the Board of Directors the polices and guidelines for the compensation of the members of the Company’s management and Executive Board, based on the performance targets established by the Board of Directors.
Paragraph 3 – As set forth in Article 12, item (f), of these Bylaws, the Company’s Board of Directors is solely responsible for appointing and dismissing the members of the Audit Committee.

CHAPTER VIII

Ombudsman

Article 28 – The Ombudsman aims to comply with the current regulations issued by the CMN and the BACEN and shall be composed of one (1) Ombudsman of the Company and 1 (one) Executive Officer responsible for the performance of its activities.

Sole Paragraph – As permitted by the CMN rules, the Audit Committee shall serve all financial and/or peer institutions belonging to the BTG Pactual conglomerate in Brazil.

Article 29 – The Ombudsman shall have the duties of ensuring strict compliance with the legal and regulatory norms related to consumer rights, and of acting as a communication channel among the institutions belonging to the financial conglomerate and the clients and users of its products and services.

Paragraph 1 – The Ombudsman is responsible for:

(a) acting as the last resort service for complaints from clients and users of products and services that have not been solved in the institution’s primary service channels;

(b) acting as a communication channel between the institution and the clients and users of products and services, serving also as a conflict mediator; and

Paragraph 2 – The Ombudsman must:

(a) serve, record, instruct, analyze, and give formal and proper treatment to complaints from clients and users of products and services;

(b) provide clarifications to complainants regarding the progress of their cases, informing the deadline for the final answer;

(d) keep the Board of Directors informed about problems and shortcomings detected during the fulfillment of its duties and the outcomes of the measures adopted by the institution’s management to solve them; and

(e) prepare and send to the internal audit, Audit Committee and Board of Directors, at the end of each six-month period, a quantitative and qualitative report about the activities performed by the Ombudsman in the fulfillment of its duties.

Article 30 – As set forth in Article 12, item (f), of these Bylaws, the Company’s Board of Directors is solely responsible for appointing and dismissing the members of the Ombudsman.

Paragraph 1 – The Board of Directors shall evaluate the Company’s structural needs and delegate to the Responsible Executive Officer the power to appoint a new Ombudsman, observing that:

(a) a specific selection process is in place for the exercise of this role;

(b) the mandatory certificate requirements are fulfilled in accordance with BACEN Resolution 4,433;

(c) there is the possibility of performing any other role within the Company, other than the role of an Ombudsman Director;

(d) there are no impediments or conditions that may result in any conflict of interest.

Paragraph 2 – The Ombudsman shall have an office term of 12 (twelve) months, automatically renewed as necessary unless otherwise expressed by the Responsible Executive Officer.
Paragraph 3 – The Ombudsman shall be removed from his/her role when:

(a) he/she has violated the Company’s ethical principles or Compliance rules or current legislation;

(b) he/she has lost the mandatory certificate to exercise the role; and

(c) if the Ombdusman structure becomes incompatible with the complexity of the Company’s products, services, activities, processes and systems.

Paragraph 4 – The Responsible Executive Officer may, at any time, remove the Ombudsman previously appointed from his/her position, provided there is substantiation and it has been approved by the Board of Directors.

Article 31 – The Company undertakes to:

(a) create proper conditions for the Ombudsman’s operations, so that it is guided by transparency, independence, impartiality and fairness; and

(b) ensure the Ombudsman’s access to the information necessary for the preparation of the adequate answers to the complaints received, with full administrative support, and it may request information and document for the performance of its duties.

CHAPTER IX

Fiscal Year, Financial Statements and Allocation of Net Income

Article 32 – The fiscal year shall begin on January 1 and end on December 31 of each year.

Article 33 – The Executive Board shall prepare, based on the Company’s records, annual and half-year financial statements, as well as the interim financial information (ITR), provided by current legislation and regulations.

Paragraph 1 – The financial statements shall be prepared with reference-date on December 31 and June 30 of each year, pursuant to the deadlines for their preparation established in Law 6,404 and applicable regulations.
Paragraph 2 – The interim financial information (ITR) shall be prepared and disclosed in a timely manner as set forth by applicable regulations.
Paragraph 3 – The Board of Directors shall submit to the Shareholders’ Meeting a proposal for the allocation of the net income of the year, pursuant to Article 192 of Law 6,404, together with its opinion expressed for the management’s report and accounts prepared by the Executive Board, pursuant to Article 142, item V, of Law 6,404.

Article 34 – The accrued losses shall be deducted from the income for the year, before any interest, as well as the provision for taxes. The losses for the year shall be absorbed by the accrued profits, the profit reserve and legal reserve, in this order.

Paragraph 1 – The net income for the year shall have the following allocation:

(a) 5% (five percent) for the establishment of a legal reserve until the balance reaches 20% (twenty percent) of the share capital, and the Company may choose to not establish a legal reserve in the fiscal year when its balance, added by the amount of capital reserves provided in Article 182, Paragraph 1, of Law 6,404, exceeds 30% (thirty percent) of the share capital;

(b) the amount necessary for the payment of mandatory dividends provided in Article 35 of these Bylaws; and

(c) the balance may, as resolved at a Shareholders’ Meeting by the proposal of the Executive Board approved by the Board of Directors, be fully or partially allocated to the Investment Reserve referred in Paragraph 2 below, or fully or partially retained in accordance with the capital budget, pursuant to Article 196 of Law 6,404. The income not allocated under legislation and these Bylaws shall be attributed as dividends, in compliance with Article 202, paragraph 6, of Law 6,404.

Paragraph 2 – The Investment Reserve aims to provide funds to ensure the Company’s capitalization level, investments in activities related to the Company’s purpose and/or the payment of future dividends or their anticipations. The annual portion of net income allocated to the Investment Reserve shall be determined at the Shareholders’ Meetings, based on the management’s proposal, observing the allocations established in Paragraph 1 of this Article (whose item (c) allows the allocation of up to 100% of the remaining balance of the net income for this reserve), being certain that said proposal will take into consideration the Company’s capitalization needs and the other purposes of the Investment Reserve. The maximum limit of the Investment Reserve shall be the one established in Article 199 of Law 6,404. When the Investment Reserve reaches its maximum limit, or when the Company understands that the balance of the reserve exceeds the amount necessary to fulfill its purpose, the Shareholders’ Meeting may determine its total or partial allocation to the payment of or increase in share capital or dividends distribution, pursuant to Article 199 of Law 6,404.

Article 35 – The Company shall distribute, as mandatory dividends, 1% (one percent) of the net income for the year, among all shares, in each fiscal year, adjusted pursuant to Article 202 of Law 6,404.

Article 36 – The dividends declared shall be paid in accordance with the period determined by law and shall be subject to monetary correction and/or interest only when the Shareholders’ Meeting resolves so. Dividends not claimed within 3 (three) years as from the date they became available to shareholders shall be reversed in favor of the Company.

Paragraph 1 – The Board of Directors may declare (i) interim dividends from retained profit or reserve of profit, calculated in annual or half-year balance sheets; and (ii) interim dividends based on the income calculated in balance sheets other than annual or half-year statements, observing legal limits.
Paragraph 2 – New shares that have been paid up may be entitled to full dividends regardless of the subscription date. The body that resolved on the dividends shall be responsible for establishing the conditions for payment of dividends to the new shares.
Paragraph 3 – The Shareholders’ Meeting or the Board of Directors may determine the payment of interest on own equity, up to the legal limit, which can be recorded as the mandatory dividends referred to in Article 35 of these Bylaws, pursuant to applicable legislation and regulations.

Article 37 – In the fiscal years when the mandatory dividend is paid, the Company may distribute to the members of its management, by resolution of the Shareholders’ Meeting, profit sharing for the year up to the legal limit, to be apportioned among the members of the management in accordance with the resolution of the Shareholders’ Meeting.

Article 38 – The Company may allocate part of its profit, calculated on a half-year basis, to be distributed among its employees, in accordance with the rules established at a Board of Directors’ meeting held specifically for this purpose.

CHAPTER X

Arbitration

Article 39 – The Company, its shareholders, Directors and members of the Fiscal Council undertake to resolve, through arbitration, before the Market Arbitration Chamber, and every dispute or controversy that may arise between them, related or deriving from, and specially due to the application, validity, effectiveness, interpretation, infringement and its effects, the provisions of Law 6,404, the Company‘s Bylaws, the requirements issued by the CMN, the BACEN and the CVM, as well as other standards applicable to the functioning of capital markets in general, and those included in the Level 2 Regulations, the Arbitration Regulations, the Sanction Regulations and the Level 2 Corporate Governance Listing Agreement.

Sole Paragraph – The arbitration shall be confidential and equity judgment is not allowed.

Article 40 – The Company, its shareholders, management and members of the Fiscal Council elect, irrevocably, the district court of the City of São Paulo for requesting any preventive measures to ensure arbitration, or, before the installation of the arbitration court, for urgent measures in preparation for the arbitration to maintain status quo or to prevent irreparable damage.

CHAPTER XI

Dissolution and Liquidation

Article 41 – The Company shall be dissolved in the cases provided by law or by a resolution of the Shareholders’ Meeting, which shall appoint the liquidator, establish the form of liquidation and elect the Fiscal Council, which shall operate during the liquidation period. In addition, the Company shall undergo extrajudicial liquidation provided by law and previously approved at the Shareholders’ Meeting.

CHAPTER XII

Shareholders’ Agreement

Article 42 – Pursuant to Article 118 of Law 6,404, the Company shall observe the shareholders’ agreement that may be filed in its headquarters and/or to which the Company is a party or intervening party (“Shareholders’ Agreement”), and the Company’s management shall enforce them, abstaining from recording conversions, transfers of shares or creation of onus and/or encumbrance on shares contrary to their provisions. The Chair of any Shareholders’ Meeting or Board of Directors’ meeting shall declare the nullity of any vote against any dispositions of the Shareholders’ Agreements, abstaining from counting said votes. The rights, obligations and responsibilities resulting from the Shareholders’ Agreement shall be valid and enforceable to third parties as soon as they are entered into the Company’s records.

Paragraph 1 – The shares issued by the Company bound to Shareholders’ Agreements are subject to the restrictions provided therein, including those related to their disposal and encumbrance, as the case may be. The rights granted by reason of ownership of such shares (including the right to vote and right of conversion provided in Article 5 of these Bylaws) shall be exercised in compliance with the provisions of said Shareholders’ Agreement.
Paragraph 2 – Any Shareholders’ Agreement that provide for the exercise of Power of Control may not be recorded at the Company’s headquarters until the signatories have signed the Statement of Consent of Controlling Shareholders referred to by the Level 2 Regulations.

CHAPTER XIII

Issue of Units

Article 43 – The Company may sponsor, separately and/or jointly with BTG Pactual Participations, Ltd., programs for issuing depositary receipts (hereinafter referred to as “Programs of Units” or, individually, “Program of Unit”, and “Units” or, individually, “Unit”, respectively), representing shares of the Company, including GDSs or ADSs, and/or shares of BTG Pactual Participations, Ltd., including BDRs, provided that the sponsorship of the Program of Units is approved by the Company’s Board of Directors, and, as applicable, by BTG Pactual Participations, Ltd. The Units shall be registered as book entry.

Paragraph 1 – As determined by the Board of Directors regarding each Program of Unit sponsored every now and then by the Company, when jointly with BTG Pactual Participations, Ltd., the respective Unit of each Program of Unit shall have identical composition and represent in the same proportion the respective Guarantee of Unit (as defined in Article 12, item (w) of these Bylaws), considering a certain number of common and/or preferred shares issued by the Company, including GDSs or ADSs, and a certain number of shares issued by BTG Pactual Participations, Ltd., including BDRs, and the Board of Directors is responsible for determining the Proportion of Guarantees (as defined in Article 12, item (w), of these Bylaws).
Paragraph 2 – Said Units shall be issued pursuant to the rules to be established by the Company’s Board of Directors, jointly, as applicable, with BTG Pactual Participations, Ltd., as well as to the terms and conditions of the corresponding agreement for the Units’ issue and deposit in effect, including, but not limited to, the context of primary and/or secondary public offer of shares, including GDS or ADSs.
Paragraph 3 – Only shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, free of any burden or encumbrance, may be object of deposit for the issue of Units, and they shall not, while serving as guarantee for the Units, be object of pledge, attachment, seizure, or search and seizure of any other burden, nor shall they be provided as guarantee for any reason.

Article 44 – Regarding each Program of Unit that has been approved, separately or together with BTG Pactual Participations, Ltd., pursuant to Article 43 above, including GDSs, ADSs or BDRs, in case of assignment or transfer of any shares that compose the Guarantees of the respective Unit, including GDSs, ADSs or BDRs (and not through a respective transfer of the Unit), the holder of such shares, including GDSs, ADSs or BDRs, shall simultaneously and jointly, in the same ratio, assign and transfer to the same assignee or acquirer the other shares issued by the Company and/or BTG Pactual Participations, Ltd. (in the case of a jointly approved Program of Unit) that make up said unit, either directly or under the form of GDSs, ADSs or BDRs.

Article 45 – The holder of Units shall have the right to request, at any time, to the depositary financial institution (“Depositary Institution”), the cancellation of his/her Units and the delivery of the respective shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, that had been deposited by him/her to make the issue of Units feasible, pursuant to the rules to be established by the Company’s Board of Directors and, as applicable, by BTG Pactual Participations, Ltd., as well as to the terms and conditions of the corresponding agreement for the Units’ issue and deposit in effect.

Paragraph 1 – The Depositary Institution may charge a fee for the transfer, issue or cancellation of the Unit of the respective holder, and, in each Program of Unit, the terms and conditions of the corresponding agreement for the Units’ issue and deposit in effect shall be observed.
Paragraph 2 – In the event of voluntary cancellation of a certain Unit by its holder, a fee for cancellation per Unit may be charged, of up to 10% (ten percent) of the amount that corresponds to the closing price of such Unit in its last trading session, relating to the month before the request, and this fee shall be fully or partially reverted to the benefit of the Company and/or BTG Pactual Participations, Ltd. (as determined in the corresponding agreement for the Units’ issue and deposit in effect). The percentage applicable of said cancellation fee may be reduced up to zero, as determined by the Board of Directors, and/or under certain circumstances established in the corresponding agreement for the Units’ issue and deposit, including, for example, (a) in the event that (i) the request of cancellation of such Unit is accompanied by an irrevocable request of its holder for assembling another deposit certificate representing the Guarantees of Unit, (ii) the Proportion of Guarantees of the Unit approved by the Company’s Board of Directors is maintained, and, as applicable, by BTG Pactual Participations, Ltd., (iii) said security is tradeable on the stock exchange, OTC market (or a similar organized securities trading environment) in Brazil or abroad, thus demonstrating the commitment of the holder of such Unit to the Company’s strategic interest to concentrate in a single security, the Unit, all of the trading activities of the corresponding Guarantees of the Unit on the secondary securities market, thus benefiting its liquidity, or (b) in the case of cancellation of the Units, as applicable, to execute the tender offer provided in Article 49 of these Bylaws.
Paragraph 3 – The Company’s Board of Directors may, at any time, separately and/or jointly with BTG Pactual Participations, Ltd., if applicable, suspend, for a definite time, the possibility of issue or cancellation of the Units, provided in Article 43 of these Bylaws and in the caput of this Article, respectively, (i) in the event of primary and/or secondary public offer of Units, in the local and/or international market, or (ii) in the event that it is deemed as strategically relevant and necessary the concentration of the trading in a single security to attain greater liquidity in the secondary market of B3 of the shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, and in such cases the term of suspension shall not exceed 360 (three hundred and sixty) days.
Paragraph 4 – The Company’s Board of Directors may establish transitory rules for the composition of the Units due to the BACEN’s ratification of the capital increase. During this transition period, the Units may be comprised of subscription receipts for shares issued by the Company as a temporary replacement for common shares and/or Class A preferred shares.
Paragraph 5 – The Units which have liens or encumbrances shall not be canceled.

Article 46 – Regarding a certain Program of Unit, the corresponding Unit shall grant its holders the same rights and advantages of the common and/or preferred shares issued by the Company, including GDSs or ADSs, and/or of the voting common shares and/or non-voting common shares issued by BTG Pactual Participations, Ltd., including BDRs, that are deposited to make the issue of such Unit feasible, pursuant to the paragraphs below and the provisions in the respective agreement for the Units’ issue and deposit entered into with the Depositary Institution in effect on the date of the exercise of such rights and advantages.

Paragraph 1 – The right to attend the Company’s Shareholders’ Meetings and exercise all prerogatives granted to shares represented by Units shall be exercised by the Depositary Institution, pursuant to the procedures and limits provided in the corresponding issue agreement in effect.
Paragraph 2 – In the event of issue or cancellation of the Company’s shares, including as a result of capital increase or reduction, split, cancellation, grouping, bonus, merger, incorporation and spin-off (in each case, observing the change in the total number of outstanding Company shares), shall be observed, in relation to the Units, the rules provided in the corresponding agreement for the Units’ issue and deposit in effect on the date when such issue or cancellation of shares of the Company takes place.

Article 47 – In the case of exercise of preemptive right for the subscription of shares issued by the Company and/or shares issued by BTG Pactual Participations, Ltd., the Depositary Institution, if there is one, shall create new Units in the registered Units’ book and shall credit such Units to their respective holders, so as to reflect the new number of respective shares issued by the Company, including GDSs or ADSs, and/or shares issued by BTG Pactual Participations, Ltd., including BDRs, as applicable, deposited in the account of custody and/or deposit linked to the Units, always observing the Proportion of Guarantees approved by the Board of Directors, and the shares of the Company, including GDSs or ADSs, and/or shares of BTG Pactual Participations, Ltd., including BDRs, which are not liable to constitute Units shall be credited directly to shareholders or owners of BDRs, without the issue of Units, observing the applicable procedure provided in the corresponding agreement for the Units’ issue and deposit in effect.

Article 48 – With respect to a certain Program of Units established in Brazil and pursuant to this Chapter XIII, the corresponding Unit shall always be issued or canceled, as the case may be, in the registered Units’ book, on behalf of B3, as respective fiduciary owner, which shall credit it to the account of custody of the respective holder of Units.

CHAPTER XIV

PUBLIC OFFERINGS

Section I – Public Tender Offer

Article 49 – The Disposal of the Company’s Control, either in a single transaction or in successive transactions, shall be carried out under a suspensive or resolution condition by which the Acquirer undertakes to carry out a tender offer for the Company’s shares and/or Units held by other shareholders, in accordance with terms and conditions established by legislation in force and the Level 2 Regulations, offering them the same treatment given to the Disposing Controlling Shareholder.

Paragraph 1 – In the event the Company decides, through its Board of Directors, to sponsor a Units issue program (as defined in Article 43 of these Bylaws), pursuant to Chapter XIII of these Bylaws and other applicable terms and conditions provided in the corresponding agreement for Units deposit, the rights provided in this Chapter XIV shall be granted to the Units and shares issued by the Company that make up Units, as defined in Article 43 of these Bylaws and according to how the tender offer will be structured. As applicable, the acquisition price of each Unit shall correspond to the result of (i) the number of shares corresponding to the Guarantees of the Unit and (ii) the unit price per share to be paid in the tender offer provided in the caput of this Article.
Paragraph 2 – The tender offer referred to in this Article will also be required in the following cases: (i) when there is a costly assignment of rights of subscription of shares and other securities or rights related to securities convertible into shares that result in the Sale of the Company’s Control; or (ii) in the disposal of control of a company that holds the Company’s Power of Control, when the Disposing Controlling Shareholder undertakes to inform B3 the amount attributed to the Company in said sale and provides the documentation that supports this amount.
Paragraph 3 – Pursuant to Paragraph 6 of this Article 49, given the Company’s partnership structure, the acquisition of either a direct or indirect interest in the Company by a Person that (a) is a Partner or a group of Partners, or becomes a Partner or a group of Partners jointly with current Partners, or (b) is a Holding Company of Partners shall not be considered as a Disposal of Control nor the latter persons shall be considered an Acquirer.
Paragraph 4 – For the purposes of this Chapter XIV, the terms defined below shall have the following meaning:

“Controlling Shareholder” means the shareholder(s) or Group of Shareholders that hold the Company’s Power of Control.

“Disposing Controlling Shareholder” means the Controlling Shareholder that carries out the Disposal, or sale, of the Company’s Control.

“Control Shares” means the group of shares that guarantee, directly or indirectly, its holder(s) to exercise, individually or jointly, the Company’s Power of Control.

“Outstanding Shares” means all the Company shares, except shares held by the Controlling Shareholder or persons related thereto, members of the Company’s Management and shares held in treasury.

“Directors” means, when in singular form, the Company’s officers and members of the Board of Directors referred to individually, or, in plural form, more than one of the Company’s officers and members of the Board of Directors.

“Acquirer” means the Person to whom the Disposing Controlling Shareholder transfers the Control Shares through a Disposal of the Company’s Control, provided that a Person who is (a) a Partner or group of Partners, or becomes a Partner or group of Partners by reason of this transaction, or (b) a Holding Company of Partners, shall be considered an Acquirer.

“Disposal of the Company’s Control” means the costly transfer to a third party of the Control Shares.

“Affiliated Company” means, with respect to any Person, any other Person who, directly or indirectly, controls, be controlled or be under common control with such person.

“BTG Pactual Holding” means BTG Pactual Holding S.A.

“BTG Pactual Holding Financeira” means BTG Pactual Holding Financeira Ltda.

“Relative” means, for any Individual Partner, any relative in straight ascending, descending or collateral line up to 2nd degree (by blood or adoption) of such Individual Partner, spouse or former spouse of such Individual Partner, any legal representative or estate of any such, or the final beneficiary of the estate of any such, if deceased, and any trust or vehicle of succession planning of which the only beneficiaries are any such Persons.

“Grupo BTG Pactual” means the Company and its respective subsidiaries, as a group.

“Group of Shareholders” means the group of persons who: (i) are bound by contracts or voting agreements of any nature, directly or through subsidiaries, parent companies or joint ventures; or (ii) are bound by a relationship of control; or (iii) are in a joint venture.

“Partners” means more than one Individual Shareholder Partner.

“Partner” means any Individual Shareholder Partner.

“Individual Partner” means any person who is or was an employee or executive (or who acts or acted in such capacity) of one or more entities encompassed by the BTG Pactual Group.

“Individual Shareholder Partner” means, on a certain date, a Person who (a) holds shares, directly or indirectly, issued by the Company on a certain date, and (b) who may be (i) (i) an Individual Partner , (ii) a Relative of an Individual Partner, (iii) an Affiliated Company of such Individual Partner, or (iv) a Person whose beneficiaries are one or more Individual Partners, Relatives of the Individual Partner or Affiliated Companies of the Individual Partner , in each case, on a certain date.

“Person” means an individual (or group of individuals), a legal entity (or group of legal entities acting jointly), consortium(s), joint venture(s), fund(s) and trust(s) or any other entity or organization of any type.

“Power of Control” means the power, directly or indirectly, effectively used to guide the Company’s activities and establish guidelines for the Company’s bodies, de facto or de jure, regardless of the shareholding position held. The person, or Group of Shareholders, who holds shares that grant him/her the absolute majority of votes among shareholders who attend the three (3) latest Shareholders’ Meetings, has a relative assumption of control, even if he/she does not hold shares that grant the absolute majority of the voting capital.

“Holding Company of Partners”means any company that, on a certain date, is fully owned by one or more Partners (including BTG Pactual Holding and BTG Pactual Holding Financeira) on such date.

“Economic Value” means the value of the Company and its shares, as determined by a specialized company, using a recognized methodology or based on other criteria established by the Brazilian Securities and Exchange Commission (“CVM”).

Paragraph 5 – The conduction of a single tender offer is authorized, with more than one purposes set forth in this Chapter XIV or in the applicable legislation, provided that the procedures of all the tender offer types are made compatible and that there is no prejudice to the participants of the tender offer and that the CVM grants the authorization required by applicable legislation. In case said compatibility of procedures is not possible, one tender offer for each purpose set forth in this Chapter XIV or in the applicable legislation shall be held, as the case may be and as applicable.
Paragraph 6 – Without prejudice to the effective compliance with the condition set forth in the caput of this Article in relation to the Disposal of the Company’s Control, the Partners and/or Holding Company of Partners shall not transfer the ownership of Control Shares to the Acquirer within the context of a Disposal of the Company’s Control, and the Company shall not register any transfer of Control Shares to the Acquirer, unless, in each case and as applicable, the BACEN has approved the Disposal of the Company’s Control.

Article 50 – The Acquirer of the Power of Control, through a private agreement with the Controlling Shareholder for the purchase of shares, involving any amount of shares, shall undertake to: (i) carry out the tender offer referred to in aforementioned Article 49; and (ii) pay, pursuant to the terms below, an amount equivalent to the difference between the price at the tender offer and the amount paid per any share acquired on the stock market during the 6 (six) months prior to the acquisition date of the Power of Control, duly restated until the payment date. Said amount shall be distributed among all persons who have sold Company shares at trading sessions where the Acquirer made said acquisitions, proportional to the net daily selling balance of each, and B3 is responsible for operating said distribution pursuant to its regulations.

Article 51 – Subject to the terms set forth in Articles 52 and 53 of these Bylaws, in the event that the Disposal of the Company’s Control results in a single transaction, the tender offer provided in Article 49 of these Bylaws shall be carried out by the Acquirer of the Company’s Control at a price per share that must be, at least, equal to the price paid per each Control Share purchased by the Acquirer of the Company’s Control to the Disposing Controlling Shareholders in said single transaction. Nevertheless, subject to the terms set forth in Articles 52 and 53 of these Bylaws, in the event that the Disposal of the Company’s Control results in a succession of transactions, the tender offer provided in Article 50 of these Bylaws shall be conducted by the Acquirer of Control at the price per share that is at least equal to the weighted average price per Control Share that such Acquirer paid the Disposing Controlling Shareholders in all said transactions over 1 (one) year prior to the transaction date (including the transactions executed on said date) through which the Acquirer has reached a sufficient number of common shares issued by the Company to effectively consummate the Disposal of the Company’s Control.

Article 52 – In the event that the Acquirer purchases the Control Shares through a transaction that indirectly results in the Disposal of the Company’s Control by Partners through an equity interest in the Holding Company of Partners (instead of acquiring such Control Shares directly from the Partners or Holding Company of Partners), the price per share (as set forth in Article 51 and subject to the provisions of Article 53 of these Bylaws) which shall be offered by the Acquirer in the tender offer provided in Article 50 of these Bylaws shall be adjusted to account for, among other things, any asset (other than the Control Shares acquired) or liabilities of the Holding Company of Partners, and a report justifying the calculated price shall be prepared, pursuant to applicable regulations.

Article 53 – Any payment (including compensation payment for retention or non-competition) received, directly or indirectly, by any Partner in the context of a Disposal of the Company’s Control by reason of his/her status as an employee, executive, advisor, director or in the exercise of duties similar to those of one or more entities comprising the BTG Pactual Group and that involves the rendering of services by such Partner to one or more entities comprising the BTG Pactual Group, or that restricts the service rendering by such Partner to another Person or competition with any entity encompassed by Grupo BTG Pactual, even if such payment is received within the context of the transaction that resulted in a Disposal of the Company’s Control, shall not, under no circumstances, be included in the calculation of the price paid per share by the Acquirer of Control within the context of the Disposal of the Company’s Control, and such payment shall be construed as an amount separated from the payment for the Control Shares transferred to the Acquirer by the Partners (or by any Holding Company of Partners).

Article 54 – Any amendments to the provisions set forth in this Chapter XIV that restrict or limit the rights granted to the Units issued and registered by the Depositary Institution and the Company shares shall be subject to resolution and approval at the Shareholders’ Meeting by, cumulatively, (i) the attending shareholders representing the majority of the common shares issued by the Company, including the shares issued by the Company owned, directly or indirectly, by the Partners or Holding Company of Partners, and (ii) the attending shareholders representing the majority of the common and preferred shares issued by the Company, excluding the shares issued by the Company owned, directly or indirectly, by the Partners or Holding Company of Partners at that moment.

Article 55 – The Company shall not record any transfer of shares to the Acquirer, or those who hold the Power of Control, prior to the signing of the statement of Consent of Controlling Shareholders referred to by the Level 2 Regulations.

Section II – Tender Offer for the Cancellation of Registration

Article 56 – At the tender offer to be carried out by the Controlling Shareholder or the Company for the Cancellation of the Company’s registration as a publicly held company, the minimum price to be offered shall correspond to the Economic Value determined in the valuation report prepared, pursuant to Paragraphs 1 and 2 of this Article, in compliance with applicable legal and regulatory provisions.

Paragraph 1 – The valuation report referred to in the caput of this Article must be prepared by a specialized firm, with proven experience and independence from the Company’s decision-making powers, its directors and/or Controlling Shareholder(s), in addition to compliance with the requirements set forth in Article 8, paragraph 1, of Law 6,404, and the responsibility set forth in paragraph 6 of the same Article.
Paragraph 2 – The Shareholders’ Meeting has the reserved power to appoint the specialized firm responsible for preparing the Company’s Economic Value, to be chosen based on a list of three firms presented by the Board of Directors, and the respective resolution, in which blank votes shall not be computed and each share, regardless of its type or class, is entitled to one vote. The voting procedure to be adopted shall be the majority vote of shareholders representing the Outstanding Shares who attend said meeting, which, if called on first notice, shall be attended by shareholders who represent at least 20% (twenty percent) of the total Outstanding Shares, and, if called on second notice may be attended by any number of shareholders of Outstanding Shares.
Paragraph 3 – Controlling Shareholders may or may not, at their discretion, participate in the aforementioned Shareholders’ Meeting and shall not have the right to vote in the appointment of the specialized firm. The presiding board of said meeting shall be composed pursuant to the provisions of these Bylaws.

Section III – Tender Offer to Withdraw from Level 2

Article 57 – If it is resolved that the Company withdraws from the Level 2 Corporate Governance listing segment so that the securities issued by the Company can trade outside of the Level 2 Corporate Governance listing segment trading environment, or in the case of a corporate reorganization in which the company resulting from said reorganization is not admitted for trading at the Level 2 Corporate Governance listing segment within 120 (one hundred and twenty) days from the date of the Shareholders’ Meeting that approved said corporate reorganization, the Controlling Shareholder must carry out a tender offer for the remaining Company shareholders to acquire the remaining shares for a price that is, at least, equal to the Economic Value determined in a valuation report prepared in accordance with Paragraphs 1 and 2 of aforementioned Article 56, pursuant to applicable legal and regulatory provisions.

Paragraph 1 – The Controlling Shareholder shall be exempt from carrying out the tender offered referred to in the caput of this Article if the Company withdraws from the Level 2 Corporate Governance listing segment as a result of an agreement in which the Company will be listed in Novo Mercado segment, or if the company resulting from a corporate reorganization obtains authorization to trade securities in the Novo Mercado segment within 120 (one hundred and twenty) days from the date of the Shareholders’ Meeting that approved said operation.

Article 58 – In the event that there is no Controlling Shareholder, if it is resolved that the Company withdraws from the Level 2 Corporate Governance listing segment so that the securities issued by the Company can trade outside of the Level 2 Corporate Governance listing segment trading environment, or in the case of a corporate reorganization in which the company resulting from said reorganization is not admitted for trading at the Level 2 Corporate Governance or the Novo Mercado listing segment within 120 (one hundred and twenty) days from the date of the Shareholders’ Meeting that approved said corporate reorganization, the withdrawal shall be conditioned to the execution of a tender offer to acquire shares under the same conditions foreseen in the aforementioned article.

Paragraph 1 – The aforementioned Shareholders’ Meeting shall appoint the person(s) attending at the meeting who shall be responsible for carrying out the tender offer, who shall expressly undertake to carry out said tender offer.
Paragraph 2 – In the absence of a definition of the parties responsible for carrying out the tender offer for the acquisition of shares for a corporate reorganization transaction, in which the company resulting from this reorganization does not have its securities traded on the Level 2 Corporate Governance listing segment, the shareholders who voted in favor of the corporate reorganization shall be responsible for carrying carry out said offer.

Article 59 – The Company’s withdrawal from the Level 2 Corporate Governance listing segment due to the non-compliance with the obligations set forth in the Level 2 Regulations is conditioned to the execution of a tender offer at a price that is, at least, the same as the Economic Value of the shares, to be determined in the valuation report referred to in Article 56 of these Bylaws, pursuant to applicable legal and regulatory provisions.

Paragraph 1 – The Controlling Shareholder must carry out the tender offer provided in the caput of this Article.
Paragraph 2 – If there is no Controlling Shareholder and the withdrawal from the Level 2 Corporate Governance listing segment mentioned in the caput is resolved by the Shareholders’ Meeting, the shareholders who voted for the resolution that caused the respective non-compliance situation shall carry out the tender offer provided in the caput.
Paragraph 3 – If there is no Controlling Shareholder and the withdrawal from the Level 2 Corporate Governance listing segment mentioned in the caput is due to an act or fact of the Company’s Management, the members of the Company’s Management shall call a Shareholders’ Meeting to resolve on how to remedy the non-compliance with the obligations set forth in the Level 2 Regulations or, if applicable, resolve on the Company’s withdrawal from the Level 2 Corporate Governance listing segment.
Paragraph 4 – If the Shareholders’ Meeting aforementioned in Paragraph 3 decides to withdraw the Company from the Level 2 Corporate Governance listing segment, the Shareholders’ Meeting must define the person(s) responsible for carrying out the tender offer for the acquisition of shares provided in the caput, in which all shareholders present at the meeting shall expressly undertake the obligation to carry out the offer.

CHAPTER XV

Transitional Provisions

Article 60 – The Company, its directors and shareholders must follow the provisions of Regulation for Listing of Issuers and Admission to Securities Trading, including rules relating to the withdrawal and exclusion from securities traded on organized markets managed by B3, as well as maintaining the prices of its issued securities at values higher than R$1.00.

Article 61 – Provided that expressly listed upon their appointment, the members of the Board of Directors may be authorized to represent the Company before the BACEN, exclusively for the purposes described in SISORF 4.21.50.10 or a similar BACEN normative, and in compliance with the terms and within the limits established upon their appointment.

Article 62 – The provisions set forth herein which are related to the rules of the Level 2 Corporate Governance listing segment shall only be effective from the date in which a material fact is disclosed with the pricing of the public offering, which shall have restricted efforts for the secondary distribution of Units, representing the Company’s Shares, pursuant to CVM Instruction 476/09, as referred to in the material fact released on June 4, 2019. Despite the provisions above, any amendments to these Bylaws are subject to the necessary approvals from the BACEN, pursuant to the applicable legislation in force.

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