Differentiated Corporate Governance Practices

Banco BTG Pactual’s shares backing Units are listed on the BM&FBOVESPA and Euronext Amsterdam. Pursuant to item IV of article 6 of ANBIMA’s Regulation and Best Practices Code for the Public Offerings for Distribution and Acquisition of Securities in force and revoked as of August 1, 2016 ("ANBIMA Code"), the institutions associated to ANBIMA shall only participate in public offerings involving securities issued by publicly-held companies that have adhered to, or committed to adhere to, within six months as of the first distribution announcement, Level 1 of the B3’s "Differentiated Corporate Governance Practices". Considering that the formal adhesion to any level of B3’s "Differentiated Corporate Governance Practices" is only permitted to Brazilian publicly-held companies, BBTG11 Units issued also included BDRs backed by shares issued by BTG Pactual Participations, a foreign company, thus preventing its adhesion.

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) the Units offered will be object of trading in B3’s traditional market for being composed of shares issued by Banco BTG Pactual and BDRs backed by shares issued by BTG Pactual Participations, which are not admitted for trading in Level 1, and (ii) Banco BTG Pactual’s adhesion to Level 1 would make the securities associated to the bank to be identified as assets traded in the above-mentioned segment, which will not occur. For more information on corporate governance practices adopted by the companies, see section 12 of the companies’ Reference Forms available on this website, on the Information on the Group Companies section.

Rights and Advantages of Banco BTG Pactual Shares

Banco BTG Pactual shares grant their holders the same rights, advantages and restrictions granted to the holders of shares issued by Banco BTG Pactual, of the same class and type, pursuant to Banco BTG Pactual’s Bylaws and the Brazilian Corporation 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 of inclusion, except when part of Banco BTG Pactual’s control group, in a mandatory public offer as a result of the sale of control of Banco BTG Pactual, entitling its holders the right to receive a value per share of at least eighty percent (80%) of the amount paid per common share that is part of the control group, pursuant to articles 254-A and 257 of Brazilian Corporation Law and CVM’s applicable 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 of inclusion, except when part of Banco BTG Pactual’s control group, in a mandatory public offer as a result of the sale of control of Banco BTG Pactual, entitling its holders the right to receive a value per share of at least eighty percent (80%) of the amount paid per common share that is part of the control group, pursuant to article 17, paragraph 1, item III, article 254-A and article 257 of Brazilian Corporation Law and CVM’s applicable regulations.