BTG PACTUAL PARTICIPATIONS LTD.

Transcription

1 Management Proposal for the Extraordinary General BTG PACTUAL PARTICIPATIONS LTD.

2 Contents: 1. Introduction 2. Election of members of the Board of Directors - Sections 12.6 to of the Reference Form 2

3 1. Introduction BTG PACTUAL PARTICIPATIONS LTD. Public Company CNPJ/MF No / CVM Code No MANAGEMENT PROPOSAL BTG Pactual Participations Ltd. (the Company, BTGP or BTG Pactual Participations ), in compliance with CVM Instruction No. 481/2009, submits below its proposal for the Extraordinary General to be held on August 15, 2016, in the City and State of Rio de Janeiro at Praia de Botafogo 501, 6th floor, Torre Corcovado, in the Auditorium, at a.m. Brasília time. Please note that information about the election of Mr. Nelson Azevedo Jobim is available in the Management Proposal which can be found on the CVM website through the IPE system. These documents are also available to shareholders on the BTGP website: Company shareholders wishing to access the information or who have any queries about this proposal should contact the Company Investor Relations area, by phone on (21) or Rio de Janeiro, July 28, Management BTG PACTUAL PARTICIPATIONS LTD. 3

4 2. ELECTION OF A MEMBER OF THE BOARD OF DIRECTORS - SECTIONS 12.5 TO OF THE REFERENCE FORM 12.5 / 8 - Composition and professional background of the Board of Directors Whether an Name Date of Birth Professi on Individual Taxpayer Card (CPF): Elective position to be held Date of the to resolve on the election of the appointee Date of taking office Term of office Other positions and functions held at the issuer Appointe d by the controlli ng sharehol der independent member and, if so, the criteria used by the issuer to determine independence Number of consecutiv e terms of office Persio Arida 03/01/1952 Economis t Chairman 04/29/ Not applicable Yes No 6 John Huw Gwili Jenkins 02/20/1958 Banker Deputy Chairman 04/29/ Not applicable Yes No 5 Roberto Balls Sallouti 02/26/1972 Economis t Full member 04/29/ CEO and member of the Risk Committee Yes No 5 Marcelo Kalim 10/15/1969 Economis t Full member 04/29/ CEO and member of the Risk Committee Yes No 6 Claúdio Eugênio Stiller Galeazzi 06/27/1940 Accounta nt Full member 04/29/ Not applicable Yes No 6 Mark Clifford Maletz 01/22/1959 Professor Full member 04/29/ Not Applicable Yes No 1 Nelson Azevedo Jobim 04/12/1946 Lawyer Full member 08/11/ Until Not Applicable Yes No 0 4

5 Professional experience/ Declaration of any convictions: Persio Arida Persio Arida. Persio Arida is a Partner of BTG Pactual, co-head of the resources management department of Banco BTG Pactual and works at the São Paulo office. Prior to joining BTG, he held a number of positions in the public and private sectors. He served as president of the Central Bank of Brazil in 1995, president of BNDES, the Brazilian Development Bank, from 1993 to 1994, a member of the Board of the Central Bank of Brazil in 1986 and special secretary for social and economic coordination at the Ministry of Planning, Budget and Management between 1985 and He was a board member of Banco Itaú Holding Financeira S.A. and Banco Itaú S.A. from 2001 to February 2009, a member of the executive board of SulAmérica S.A. from 2000 to 2001, an executive officer of Opportunity Asset Management Ltda. from 1996 to 1999, member of the board of Unibanco S.A. from 1989 to 1993, and special counselor to the President and an executive officer of Brasil Warrant Ltda. from 1987 to He holds a PhD in Economics from MIT (Massachusetts Institute of Technology), has published articles in a number of specialist magazines and has edited a series of books. He was a professor at the University of São Paulo (USP) and the Catholic University of Rio de Janeiro (PUC-RJ) and a visiting professor at the Smithsonian Institute and Oxford University. Mr. Persio Arida has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. Chairman of the Board of Directors of BTG Pactual Participations Ltd. He was elected Deputy Chairman of the Board of Directors of Banco Pan S.A. on February 18, 2016, and is awaiting the approval of the Central Bank to take office. BSI Holding AG (board member), BTG Pactual Global Asset Management LTD (board member), BTG Pactual Participations (board member). 100%. John Huw Gwili Jenkins John Huw Gwili Jenkins. Partner of the BTG Pactual Group, based in the London office. Executive of UBS Investment Bank from 1996 to 2007 in various positions, including President from January 2006 to September 2007 and CEO from July 2005 to September Mr. Jenkins was previously Global Head of Equities, and Head of Equities for the Americas, Deputy Head of 5

6 Equities for the USA, Head of Equities for Asia-Pacific and Head of Equities for Asia. Before he joined UBS he worked in BZW from 1986 to 1996 and in Hill Samuel in He has spent a large part of his career in Asia and the United States. Mr. Jenkins is a graduate of Liverpool University and obtained an MBA at the London Business School. Mr. John Huw Gwili Jenkins has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unnappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. Deputy Chairman of the Board of Directors of BTG Pactual Participations Ltd., Aigues de Catalunya (board member), BTG Pactual Asia Limited (board member), BTG Pactual Commodities (UK) LLP (Member of the Executive Committee), BTG Pactual Commodities Group (UK) Ltd. (board member), BTG Pactual Commodities Holding (UK) Limited (board member), BTG Pactual Europe LLP (Member of the Executive Committee), BTG Pactual Participations LTD (board member), BTG Pactual Spanish Trading Holdings Ltd. (board member), Maybrooke Holdings S.A (board member Class A) %. Marcelo Kalim Marcelo Kalim. Partner of BTG Pactual, based in the São Paulo office. Before joining BTG, Mr. Kalim was an executive officer responsible for investments at UBS Pactual from 2006 to 2008, where he was responsible for all the investment decisions for the funds managed by UBS Pactual. He joined the company in 1996 and became a Partner in He started work as a fixed income trader in 1996 and then held the positions of chief funds manager and co-director of Pactual Asset Management. During his time as manager, the Pactual funds received various awards from S&P and the Valor Econômico newspaper. He graduated in Economics from the University of São Paulo, and obtained an MBA from the Sloan School of Management at MIT (Massachusetts Institute of Technology). He is a member of the Board of Directors of BTG Pactual Securitizadora S.A. (since November 28, 2011), of BR Properties S.A. (since March 29, 2012) and of Brasil Pharma S.A. (since July 3, 2012).// Mr. Marcelo Kalim has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. Banco Sistema S.A. (board member); BTG Pactual Holding S.A. (Officer); Principal DPC Serviços de Óleo e Gás S.A. (board member); Principal DSB Servicos de Oleo e Gas S.A. (board member); BTG Pactual G7 Holding S.A. (Officer); Member of the Board of Directors of BTG Pactual Participations Ltd.; BSI Holding AG (board member), BTG Pactual Commodities Group (UK) Ltd. (board member), BTG Pactual Europe LLP (Member of the Executive Board), BTG Pactual Global Asset Management 6

7 LTD. (board member), BTG Pactual Participations LTD. (board member and officer), BTG Pactual Proprietary Feeder (1) Ltd. (board member), BTG Pactual Reinsurance GP Ltd. (board member); Maybrooke Holdings S.A (board member Class A) 100%. Roberto Balls Sallouti Roberto Balls Sallouti. He is the Executive Officer responsible for the administrative area of the Company and Partner of BTG Pactual, based in the São Paulo office. He is a member of the Company s Global and Brazil Executive Committees. Mr. Sallouti joined Banco Pactual in 1994 and became a Partner in Between 1999 and 2003, he was responsible for fixed income in domestic Brazilian markets. He also served as executive officer responsible for International Fixed Income and Emerging Markets from 2003 to After the sale of Banco Pactual to UBS, Mr. Sallouti took over the administrative area of UBS Pactual and was Deputy Manager of Emerging Markets Fixed Income and FICC (Fixed Income, Currencies and Commodities) for Latin America, between 2006 and He is a BA in Economics, and specialized in Finance and Marketing at the University of Pennsylvania, Wharton School. He is a member of the Board of Directors of BTG Pactual Securitizadora S.A. (since September 18, 2009) and of Banco PAN S.A. (since June 2, 2011).// Mr. Roberto Balls Sallouti has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unappeallable judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. BTG Pactual Asset Management S.A. DTVM (Officer); Banco Sistema S.A. (board member); BSPE Participações e Empreendimentos S.A. (board member); Principal DPC Servicos de Oleo e Gas S.A. (board member); Principal DSB Servicos de Oleo e Gas S.A. (board member); BTG Pactual G7 Holding S.A. (Officer) Member of the Board of Directors of BTG Pactual Participations Ltd.; BTG GAM (UK) Ltd. (board member), BTG Pactual Casa de Bolsa S.A de C.V (board member), BTG Pactual Commodities (Singapore) Pte. Ltd. (board member), BTG Pactual Commodities (South Africa) Proprietary Limited (board member), BTG Pactual Commodities (Switzerland) AS (board member), BTG Pactual Commodities (UK) LLP (Member of the Executive Committee), BTG Pactual Commodities Group (UK) Ltd. (board member), BTG Pactual Commodities Holding (UK) Limited (board member), BTG Pactual Europe LLP (Member of the executive committee), BTG Pactual Global Asset Management LTD. (board member), BTG Pactual Participations LTD. (board member and officer), BTG Pactual Proprietary Feeder (1) Ltd. (board member), BTG Pactual Reinsurance GP Ltd. (board member), BTGP Servicios S.A de C.V (board member). 100%. 7

8 Claúdio Eugênio Stiller Galeazzi Claudio Eugenio Stiller Galeazzi. Partner of Banco BTG Pactual and Head of the Commercial Banking area. Throughout his career, he has concentrated on company administration and management, having served on the board of quoted companies and being involved in large corporate restructurings. He was Superintendent/Executive Officer of the subsidiaries of Drew Chemical Corp in Brazil and Argentina between 1961 and 1967, president of Cesbra and of John Sommers (a joint venture between British Petroleum and Brascan) and vice president of British Petroleum Mineração in Brazil during the period 1987 to He was also involved in the restructuring of a number of companies, such as Artex (1997-the present), Mococa ( ), Vila Romana ( ), Cecrisa ( ), Lojas Americanas ( ) and CDB - Grupo Pão Açúcar ( ). He also served as chairman of the National Council of SESI, as an officer of Fiesp, board member of IEL (Instituto Euvaldo Lodi) and vice president of ANFAC (National Association of Factoring),and today he is also a Director of MAM SP (the Museum of Modern Art). Mr. Cláudio Eugênio S. Galeazzi has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in a final and unappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. Member of the Board of Directors of BTG Pactual Participations Ltd. 100%. Mark Clifford Maletz Mark Clifford Maletz is a senior partner of the Harvard Business School, Chairman Emeritus of the EastWest Institute and a member of the board of Global Capacity. Mr. Maletz also serves as a member of the Executive Committee of the EastWest Institute and a committee member in the Boston Arts Academy. He was previously a partner of McKinsey & Company in the area of M&A and worked in Banco BTG Pactual S.A. in the area of investment banking, asset and wealth management, becoming a partner of the bank. He graduated in Cognitive Sciences and Computation from the University of Michigan and the Industrial Technology Institute, and is a professor at Babson College specializing in corporate enterprise, a field of study in which he has carried out research and developed new theories. Mr. Mark Clifford Maletz has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. 8

9 Member of the Board of Directors of BTG Pactual Participations Ltd. and Global Capacity; President Emeritus of the East West Institute %. Nelson Azevedo Jobim Mr. Nelson Azevedo Jobim graduated in 1968 as a Bachelor of Legal and Social Sciences from the Law School of the Federal University of Rio Grande do Sul. He held the positions of Minister of Justice, Minister of Defense, member and Chief Justice of the Federal Supreme Court, President of the National Council of Justice, and member and President of the Superior Electoral Tribunal. He has wide legal experience and worked as a lawyer from 1969 to 1994; from 2006 to 2007; and from 2011 to the present. // Mr. Nelson Azevedo Jobim has declared, for all legal effects, that in the last five years he has not been convicted of any criminal offense, or been sentenced or penalized under administrative proceedings by the CVM, or been convicted in any final and unappeallable decision in any judicial or administrative proceedings, which might result in his suspension or disqualification from practicing any professional or business activity. PARTNER AND MANAGER OF THE LAW FIRM NELSON A. JOBIM ADVOGADOS; SOUZA CRUZ Member of the Board of Directors BRASIF Member of the Finance Council - BRASIF S/A ADMINISTRAÇÃO E PARTICIPAÇÕES FIESP Member of the Superior Strategic Council AES - Member of the Board of Directors - AES HOLDINGS BRASIL LTDA FUNDAÇÃO ZERBINI INCOR - Member of the Advisory Council. Note: It should be noted that none of the members of the board of directors now elected qualify as politically exposed persons under Brazilian law. 9

10 12.9 Existence of any marital relationship, civil partnership or family relationship up to the second degree between managers of the issuer, subsidiaries or controlling shareholders There is no marital relationship, civil partnership or family relationship up to the second degree between the managers of Banco BTG Pactual listed in section 12.6, between the managers of Banco BTG Pactual and the managers of its direct or indirect subsidiaries, between the managers of Banco BTG Pactual or its direct or indirect subsidiaries and its direct or indirect controlling shareholders, or between the managers of Banco BTG Pactual and the managers of its direct or indirect controlling shareholders In respect of the members of the Board of Directors, relationships of subordination, supply of services or control existing between them in the last three reporting periods are given below: a) Company controlled directly or indirectly by the issuer None. b) Direct or indirect controlling shareholder of the issuer Messrs. Persio Arida, Marcelo Kalim and Roberto Balls Sallouti, members of the Board of Directors, are shareholders in BTG Pactual G7 Holding S.A., the indirect parent company of Banco BTG Pactual S.A.. c) If material, a supplier, customer, debtor or creditor of the issuer, of its subsidiaries or controlling shareholders, or of subsidiaries of any of the latter None. 10