Differentiated Corporate Governance Practices

The shares of Banco BTG Pactual that back BPAC11 Units are listed and traded on B3. BPAC11 Units are currently composed of: (i) one common share of Banco BTG Pactual and (ii) two Class A preferred shares of Banco BTG Pactual.

Banco BTG Pactual understands that it adopts high corporate governance levels and voluntarily complies with specific requirements of companies listed in Level 1, although it is unable to formally join B3’s "Differentiated Corporate Governance Practices" and B3 denied Banco BTG Pactual’s request to join Level 1, since (i) BBTG11 Units offered were traded in B3’s traditional market as they were composed not only of shares issued by Banco BTG Pactual, but also of BDRs backed by shares issued by BTG Pactual Participations (currently, PPLA Participations), which are not admitted to trading in Level 1, and (ii) Banco BTG Pactual’s listing in Level 1 would cause the securities associated with the bank to be identified as assets traded in the above-mentioned segment. For more information on the corporate governance practices adopted by the Companies, see section 12 of Banco BTG Pactual’s Reference Form, available on this website in the section Information on the Group‘s Companies.

Rights and Advantages of Banco BTG Pactual Shares

BBanco BTG Pactual shares entitle/subject their holders to the same rights, advantages and restrictions applicable the holders of shares of the same class and type issued by Banco BTG Pactual, pursuant to Banco BTG Pactual’s Bylaws and Brazilian Corporate Law.

Regarding Banco BTG Pactual common shares, we can highlight the following rights:

  • right to one vote on the general meetings’ resolutions;
  • participation, on equal terms with Banco BTG Pactual Class A preferred shares and Class B preferred shares, in the distribution of profits; and
  • right to be included, except when the holders are part of Banco BTG Pactual’s control group, in a mandatory tender offer as a result of the sale of control of Banco BTG Pactual, entitling holders to receive an amount per share of at least eighty percent (80%) of the amount paid per common share to members of the control group, pursuant to articles 254-A and 257 of Brazilian Corporate Law and applicable CVM regulations.

Regarding Banco BTG Pactual Class A preferred shares, we can highlight:

  • they do not have voting rights;
  • priority right in capital refund, without premium, pursuant to article 17, item II of Brazilian Corporation Law;
  • participation, on equal terms with Banco BTG Pactual common shares and Class B preferred shares, in the distribution of profits; and
  • right to be included, except when the holders are part of Banco BTG Pactual’s control group, in a mandatory tender offer as a result of the sale of control of Banco BTG Pactual, entitling holders to receive an amount per share of at least eighty percent (80%) of the amount paid per common share to members of the control group, pursuant to articles 254-A and 257 of Brazilian Corporate Law and applicable CVM regulations.