Board of Directors

The board of directors of Banco BTG Pactual is responsible for, among other things, electing and removing the executive officers and supervising the other members of Banco BTG Pactual’s management team.

The table below shows the name and position of each member elected to the board of directors of Banco BTG Pactual as well as a summary of members‘ businesses experience and other biographical information:

Name Position Election Date(1)
Marcelo Kalim Chairman of the Board April 29, 2016

Marcelo Kalim is the chairman of the board of directors of Banco BTG Pactual. In addition, Mr. Kalim is Senior Vice President of Banco BTG Pactual. Mr. Kalim joined Banco BTG Pactual in 1996 (and became a partner in 1998). Mr. Kalim served as chief investment officer of Banco BTG Pactual from 2006 to 2008, where he was responsible for investment decisions in the funds managed by Banco BTG Pactual. Mr. Kalim began his career at Banco BTG Pactual as a fixed-income trader and served as head fund manager and co-head of BTG Pactual Asset Management. Mr. Kalim received his bachelor’s degree in economics from the University of São Paulo and his MBA from the Massachusetts Institute of Technology Sloan School of Management.

Roberto Balls Sallouti Director April 29, 2016

Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of Banco BTG Pactual. Mr. Sallouti joined the firm in 1994, and became a partner in 1998. He was named Chief Operating Officer in 2008, having previously been responsible for the firm’s Fixed Income Division. He was named Chief Executive Officer in 2015. Mr. Sallouti holds a bachelor of science degree in economics, with concentrations in finance and marketing, from The Wharton School - University of Pennsylvania.

Cláudio Eugênio Stiller Galeazzi Director April 29, 2016

Cláudio Eugênio Stiller Galeazzi is a Board member of Banco BTG Pactual. Mr. Galeazzi is based in São Paulo. Mr. Galeazzi joined Banco BTG Pactual in August 2010 as a partner. He developed a solid career in consulting, restructuring, turnaround, interim management and managing well known companies in the real economy. He held senior position in several companies such as Commercial VP of British Petroleum mining company in Brazil, CEO of following companies: Cia Estanifera do Brasil (CESBRA), Vila Romana and VR, Laticineos MOCOCA, ARTEX, LOJAS AMERICANAS, SENDAS, CBD (Grupo Pão de Açucar) and CEO of CECRISA. Mr. Galeazzi is a Certified Public Accountant. He served as President of the Conselho Nacional do SESI during 5 years in Brasilia, Director of Instituto Euvaldo Lodi, Director of FIESP (Federação das Industrias de SP), Vice President of ANFAC (Associação Nacional de Factoring), is currently a director of MAM (Museu de Arte Moderna de SP). Served as Board Member and consultant of several companies and is the founder of Galeazzi Associados.

John Huw Gwili Jenkins Vice-Chairman of the Board April 29, 2016

John Huw Gwili Jenkins is a member of the board of directors of Banco BTG Pactual and BTG Pactual Participations. Prior to joining BTG Pactual in 2008, Mr. Jenkins worked at UBS AG from 1996 to 2008, where he held several positions, including chief executive officer, global head of equities, head of equities for the Americas and head of Asia-Pacific equities. Prior to joining UBS AG, Mr. Jenkins worked at BZW Investment Management from 1986 to 1996 and Hill Samuel in 1986. Mr. Jenkins has spent most of his career based in Asia and the United States. Mr. Jenkins received his bachelor’s degree with honors in sociology and psychology from the University of Liverpool, his MBA from the London Business School and has recently participated in the Executives in Residence program at the London Business School.

Mark Clifford Maletz Director April 29, 2016

Mark C. Maletz is a member of our board of directors. Mr. Maletz is a senior fellow at the Harvard Business School and an internationally recognized expert in the areas of strategy, leadership development and organizational transformation. Prior to his time at Harvard Business School, he was a partner at McKinsey and Company where he worked in the organization practice. Mr. Maletz was also previously a professor at Babson College. Mr. Maletz is a founder of the Center for Research on Corporate Performance, the chairman emeritus of the EastWest Institute and a member of the board of Global Capacity. Mr. Maletz received his bachelor of arts degree from Dartmouth College and received a Master Degree in Cognitive Science, a Master in Computer, Information and Control Engineering and a PhD in Computer and Communication Sciences from the Industrial Technology Institute of the University of Michigan.

Nelson Azevedo Jobim Director August 15, 2016

Mr. Nelson Azevedo Jobim received his bachelor in law and social sciences from the Universidade Federal do Rio Grande do Sul in 1968. Mr. Jobim served as member and President of the Federal Supreme Court from 1997 to 2006, Minister of Justice, Minister of Defense, President of the National Council of Justice and President of the Electoral Superior Court. Mr. Jobim acted as lawyer from 1969 to 1994; from 2006 to 2007; and from 2011 until 2016.

Guillermo Ortiz Martínez* Director December 05, 2016

Guillermo Ortiz Martínez holds a bachelor’s degree in Economics from Universidad Nacional Autónoma de México and a Master’s degree and a PhD in Economics from the Stanford University. He is currently Chairman of the Board of Directors of BTG Pactual Casa de Bolsa México, and a Board member of Weatherford International (a large oil and equipment company based in Geneva) and several Mexican companies (including Mexichem, ASUR, the Chedraui Commercial Group and VITRO). He has held important positions as Executive Officer in the International Monetary Fund (IMF) between 1984 and 1988, and as President of the Bank of Mexico between 1998 and 2009.

(1)Refers to date of most recent election.

*Certain members have not yet assumed their positions in Banco BTG Pactual’s Board. They will only be allowed to do so after Central Bank of Brazil’s approval as per the Brazilian legislation, in accordance wit the formal appointment procedures.

Board of Executive Officers

Under the Bylaws, Banco BTG Pactual’s Board of Executive Officers shall be composed of at least two and at the most 16 members, up to two of them shall be designated Chief Executive Officers, one shall be designated Investor Relations Officer, up to seven members shall be designated as Senior Vice President, while the others shall be designated as Executive Officers. The Board of Executive Officers has broad powers to manage the business, being able to resolve on any matter related to the Company’s purpose, acquire, sell and encumber movable and immovable assets, assume obligations, enter into agreements, and settle and waive rights, except for those acts requiring authorization from the Board of Directors or the General Meeting.

The table below shows the names and positions of the Board of Executive Officers members elected, as well as a summary of each member’s business experience and other biographical information:

Name Position Election Date
André Fernandes Lopes Dias Executive Officer April 28, 2014

André Fernandes Lopes Dias is the chief risk officer and an executive officer of Banco BTG Pactual. Mr. Fernandes joined Banco BTG Pactual in 1997 and, in 2004, assumed responsibility for the control of credit risk. In 2006, he became an executive director in charge of credit risk control at UBS AG, a position he held until 2009. Prior to joining Banco BTG Pactual, Mr. Fernandes worked as an auditor at KPMG. Mr. Fernandes received his business administration degree from the Catholic University of Rio de Janeiro.

Antonio Carlos Canto Porto Filho Senior Vice President April 28, 2014

Antonio Carlos Canto Porto Filho is an executive officer of Banco BTG Pactual. Prior to joining BTGI in October 2008, Mr. Filho served as vice chairman of Banco BTG Pactual from 2006 to 2008. Mr. Filho joined Banco BTG Pactual in 1997 as a partner and served as executive director of private banking and a member of its executive committee. Prior to 1997, Mr. Filho worked for 28 years at Banco de Crédito Nacional, where he held various positions including vice president for financial management, leasing, insurance, real estate, legal and marketing from 1988 to 1997, and financial director from 1979 to 1988.

Bruno Duque Horta Nogueira Executive Officer April 29, 2014

Bruno Duque Horta Nogueria is an executive officer of Banco BTG Pactual and a Managing Director Partner. He joined the BTG Pactual Group in 2000 and became a partner in 2009. Mr. Duque has served in a variety of positions in the legal department of Banco BTG Pactual and since 2012, has overseen the legal department for all of Latin America. Prior to joining the BTG Pactual Group, Mr. Duque worked in the Brazilian electricity sector, working in the legal departments of Eletropaulo and Grupo Rede and in the consulting department of the National Electric Energy Agency. Mr. Duque received his bachelor in law from the Universidade São Paulo (USP).

Eduardo Henrique de Mello Motta Loyo Executive Officer April 28, 2014

Eduardo Henrique de Mello Motta Loyo serves as the chief economist and executive officer of Banco BTG Pactual. Mr. Loyo joined Banco BTG Pactual in 2007, where he served as managing director and chief economist for Latin America. From 2005 to 2007, Mr. Loyo was executive director of the IMF, elected by Brazil and eight other countries. Mr. Loyo was deputy president of the Central Bank from 2003 to 2005, and a voting member of the Central Bank’s Committee on Monetary Policy (Comitê de Política Monetária), or COPOM. Since 2001, Mr. Loyo has been a professor of economics at the Catholic University of Rio de Janeiro and was assistant professor of public policy at Harvard University from 1998 to 2003. Mr. Loyo also held visiting faculty positions at Columbia University in 2003 and INSEAD in 2002. Mr. Loyo serves as a director of the Institute for Economic Policy Studies - Casa das Graças, a think tank in Rio de Janeiro. Mr. Loyo received his PhD in Economics from Princeton University.

Guilherme da Costa Paes Executive Officer April 28, 2014

Guilherme da Costa Paes serves as the co-head of the investment banking unit and executive officer of Banco BTG Pactual. Mr. Paes joined Banco BTG Pactual in 1992 and became a Partner in 1998. Mr. Paes headed the oil and infrastructure sectors within the corporate finance division, participating in M&A and capital markets transactions. Mr. Paes received his degree in business administration from Santa Úrsula University in Rio de Janeiro and his MBA from the Brazilian Institute of Capital Markets, or IBMEC, with a concentration in finance.

Iuri Rapoport Executive Officer April 28, 2014

Iuri Rapoport is statutory Director of BTG Pactual. Mr. Rapoport is based in Sao Paulo. Mr. Rapoport joined Pactual in 1995 and became a partner in 2001. He became Co-Head of the Legal Department in 1999 and General Counsel between 2003 and 2009. He was a Statutory Director responsible for strategic issues from 2008 to 2011 when he left BTG Pactual to assume the position of Chief Operating Officer at Banco Panamericano. In February of 2014 he returned to BTG Pactual as statutory Director to work in the area of operating and strategic issues connected with the Senior Management. Mr. Rapoport holds a Bachelor Degree in Law (with specialization in Business law) from University of São Paulo and also holds a LLM - Master of Laws (International Finance) from King´s College London, University of London.

João Marcello Dantas Leite Executive Officer, CFO and IRO April 28, 2014

João Marcello Dantas Leite is chief financial and investor relations officer of BTG Pactual. Mr. Dantas joined Banco BTG Pactual in 1993 as head of the tax department, and in 1997 he took over the position of head of finance. Prior to joining Banco BTG Pactual, Mr. Dantas worked in tax consultancy at Arthur Andersen. Mr. Dantas is a former member of the board of directors of ANBIMA. Mr. Dantas received his bachelor’s degree in economics from the University of Cândido Mendes.

Marcelo Kalim Senior Vice President April 28, 2014

Marcelo Kalim is the chairman of the board of directors of Banco BTG Pactual. In addition, Mr. Kalim is Senior Vice President of Banco BTG Pactual. Mr. Kalim joined Banco BTG Pactual in 1996 (and became a partner in 1998). Mr. Kalim served as chief investment officer of Banco BTG Pactual from 2006 to 2008, where he was responsible for investment decisions in the funds managed by Banco BTG Pactual. Mr. Kalim began his career at Banco BTG Pactual as a fixed-income trader and served as head fund manager and co-head of BTG Pactual Asset Management. Mr. Kalim received his bachelor’s degree in economics from the University of São Paulo and his MBA from the Massachusetts Institute of Technology Sloan School of Management.

Mariana Botelho Ramalho Cardoso CCO December 05, 2016

Mariana Cardoso is a statutory Director and Head of Fund Administration at BTG Pactual. Mrs. Cardoso is based in São Paulo. Mrs. Cardoso joined Pactual in 1996 and became a partner in 2006. She has spent her entire career in the Investment Fund Industry with over sixteen years of experience. Mrs. Cardoso received her Bachelor’s in Economics degree from the Federal University of Rio de Janeiro.

Oswaldo de Assis Filho Executive Officer April 28, 2014

Oswaldo de Assis Filho is an executive officer of Banco BTG Pactual. Prior to this, Mr. Assis Filho was responsible for the commercial coverage of the insurance, banking and textile sectors of the investment banking business unit of BTG Pactual. Mr. Assis Filho has worked in financial institutions since 1976 and, before joining Banco BTG Pactual, he was vice-president of Banco de Crédito Nacional. He graduated from Instituto Tecnológico da Aeronáutica, where he received a bachelor’s degree in electrical engineering in 1973. He also has a master degree in economics from Universidade de São Paulo. Mr. Assis Filho has been a partner of Banco BTG Pactual since 1997.

Renato Monteiro dos Santos Senior Vice President April 28, 2014

Renato Monteiro dos Santos serves as the head of FICC and executive officer of Banco BTG Pactual. Mr. Santos joined Banco BTG Pactual in 1997 and became a partner in 2001. Mr. Santos served as head of the Brazil rates desk and head of FICC Latin America from 2006 to 2008. Mr. Santos began his career at Banco BTG Pactual in 1997 as a trader, serving as head of Latin America fixed income markets from 2004 to 2006. Mr. Santos received a bachelor’s degree in business administration from FGV-SP and a bachelor’s degree in economics from the University of São Paulo.

Roberto Balls Sallouti CEO April 28, 2014

Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of Banco BTG Pactual. Mr. Sallouti joined the firm in 1994, and became a partner in 1998. He was named Chief Operating Officer in 2008, having previously been responsible for the firm’s Fixed Income Division. He was named Chief Executive Officer in 2015. Mr. Sallouti holds a bachelor of science degree in economics, with concentrations in finance and marketing, from The Wharton School - University of Pennsylvania.

Rogério Pessoa Cavalcanti de Albuquerque Executive Officer April 28, 2014

Rogério Pessoa Cavalcanti de Albuquerque serves as the co-head of the wealth management unit and executive officer of Banco BTG Pactual. Mr. Pessoa joined Banco BTG Pactual in 1998 and became a partner in 2004. Mr. Pessoa served as head of our wealth management unit from 2004 to 2009. Previously, Mr. Pessoa worked for Delta Bank as vice president of private banking and for Prudential Securities as a broker in the international client accounts division. Mr. Pessoa received his bachelor’s degree in economics from the Catholic University of Rio de Janeiro and his MBA from the University of Illinois.

*Certain members have not yet assumed their positions in Banco BTG Pactual’s Management. They will only be allowed to do so after Central Bank of Brazil’s approval as per the Brazilian legislation, in accordance wit the formal appointment procedures.

Committees

Fiscal Council

Under Brazilian Corporations Law, a company may form a fiscal council to operate as a corporate body independent of its management and its independent auditors. A fiscal council may be either permanent or non-permanent. A non-permanent fiscal council is formed at the request of shareholders that represent at least 10.0% of the voting shares or 5.0% of the non-voting shares. Such request may be made at any shareholders’ meeting. Banco BTG Pactual does not currently have a fiscal council and has, therefore, not elected any fiscal council members. When formed, the fiscal council will be non-permanent pursuant to our by-laws and composed of a minimum of three and a maximum of five members and their respective alternates, according to Brazilian Corporations Law.

The primary responsibilities of a fiscal council are monitoring management activities, reviewing the company’s financial statements and reporting its findings to the shareholders. Under Brazilian Corporations Law, Banco BTG Pactual would be required to pay fiscal council members, as compensation, a minimum of 10.0% of the average annual amount paid to Banco BTG Pactual’s executive officers.

Under Brazilian Corporations Law, the fiscal council may not include members that are (i) on the board of directors of Banco BTG Pactual, (ii) on the board of executive officers of Banco BTG Pactual, (iii) employed by Banco BTG Pactual, (iv) employed by a subsidiary or company under common control with Banco BTG Pactual or (v) spouses or close family members of any member of the board of directors or board of executive officers of Banco BTG Pactual.

Audit Committee

On May 27, 2004, the CMN issued Resolution No. 3,198, as amended, which regulates the rendering of independent auditors’ services to financial institutions and other institutions authorized to operate in Brazil by the Central Bank, as well as to clearing houses and clearing and custody service providers. Resolution No. 3,198 requires financial institutions holding a reference shareholders’ equity or managing third parties’ wealth in amounts equal to or greater than R$1,000,000,000, among other entities, to create a corporate body designated as an audit committee. Pending approval from the Central Bank, the audit committee of Banco BTG Pactual will be composed of three to six members elected by the board of directors of Banco BTG Pactual.

In general terms, the audit committee’s duties are to take certain measures and to perform specific functions in order to ensure compliance of the relevant financial institution with the applicable accounting regulations.

The table below shows the names, position and date of election of each member elected to the Audit Committee of Banco BTG Pactual as well as a summary of members‘ businesses experience and other biographical information:

Name Position Election Date(1)
Pedro Paulo Longuini Qualified Member July 11, 2016

Pedro Paulo Longuini has around 30 years’ experience in the financial market. He began his career at Schulumberger, one of the world’s largest oil service providers, as a field engineer. He then moved to Citibank Brasil, where he started out as Capital Markets Product Manager in 1985 and, between 1992 and 1995, was Financial Officer of Pension Funds at Citibank. Pedro also held several positions at ABN AMRO Real, including (in chronological order): Vice-Officer of Financial Controls; Executive Officer of Operations and Financial Control; Financial Officer of Pension Funds at Banco Real; Executive Officer of Financial Control and Administration; Executive-Vice President of Finance and member of the executive committee; and Chief Financial Officer from 2006 to 2008. After Banco Santander incorporated Banco Real, he became Vice-Executive President of Corporate Affairs at Banco Santander Brasil. He stayed on Santander Brasil, where he was Executive Vice-President of Resources and, later on, Executive Vice-President of Quality and Efficiency. From 2013 to 2015, Pedro was Global Officer of Productivity and Efficiency, working out of Santander’s Madrid office. He graduated in Aeronautical Mechanical Engineering from Instituto Tecnológico Aeronáutica (ITA), and has an MBA, specializing in Finance, from the Brazilian Capital Market Institute (IBMEC).

Cláudio Eugênio Stiller Galeazzi Sitting Member April 29, 2016

Cláudio Eugênio Stiller Galeazzi is a Board member of Banco BTG Pactual. Mr. Galeazzi is based in São Paulo. Mr. Galeazzi joined Banco BTG Pactual in August 2010 as a partner. He developed a solid career in consulting, restructuring, turnaround, interim management and managing well known companies in the real economy. He held senior position in several companies such as Commercial VP of British Petroleum mining company in Brazil, CEO of following companies: Cia Estanifera do Brasil (CESBRA), Vila Romana and VR, Laticineos MOCOCA, ARTEX, LOJAS AMERICANAS, SENDAS, CBD (Grupo Pão de Açucar) and CEO of CECRISA. Mr. Galeazzi is a Certified Public Accountant. He served as President of the Conselho Nacional do SESI during 5 years in Brasilia, Director of Instituto Euvaldo Lodi, Director of FIESP (Federação das Industrias de SP), Vice President of ANFAC (Associação Nacional de Factoring), is currently a director of MAM (Museu de Arte Moderna de SP). Served as Board Member and consultant of several companies and is the founder of Galeazzi Associados.

Anibal Cardoso Joaquim Sitting Member July 11, 2016

Anibal Cardoso Joaquim has around 30 years’ experience in the financial market. He began his career in 1971, in the audit area of Price Waterhouse Coopers, where he worked as a manager until 1983. Between 1983 and 1995, he worked at Citibank Brasil as an Internal Audit Manager and was responsible for the Controllership and Taxes area. He also worked at Credit Suisse Brasil, formerly Banco Garantia S.A., from 1995 to 2013, as the Officer responsible for the financial control area and as the Administrative and Financial Officer (COO/CFO). He holds a degree in Accounting from Paulo Eiró College, in São Paulo, and in Business Administration from São Paulo University (USP). He also attended the Finance Management Program at the International Institute for Management Development (IMD) in Lausanne, Switzerland. Between 2006 and 2013, he was a member of the Fiscal Council of ANBIMA/ANBID.

(1)Refers to date of most recent election.