Board of Directors

The board of directors of PPLA Participations is responsible for, among other things, electing and removing the executive officers and supervising the other members of PPLA Participations’ management.

The table below shows the names, position and date of election of each member elected to the board of directors of PPLA Participations as well as a summary of members‘ businesses experience and other biographical information:

Name Position Election Date(1)
Roberto Balls Sallouti Director April 30, 2018

Roberto Sallouti is the Chief Executive Officer and a member of the Board of Directors of 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 30, 2018

Cláudio Eugênio Stiller Galeazzi is a Board member. Mr. Galeazzi is based in São Paulo. Mr. Galeazzi joined 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 30, 2018

John Huw Gwili Jenkins is a member of the board of directors of Banco BTG Pactual and PPLA 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 30, 2018

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 Chairman of the Board December 28, 2018

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 April 30, 2018

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 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.

Eduardo Henrique de Mello Motta Loyo Director April 30, 2018

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.

(1)Refers to date of most recent election.

Executive Officers

The board of directors of PPLA Participations may appoint such officers as it may determine. The officers have such powers and perform such duties in the management, business and affairs of PPLA Participations as may be delegated to them by PPLA Participations’ board of directors from time to time.

Name Position Election Date
José Octavio Mendes Vita CEO May 5, 2017

José Octavio Mendes Vita is a MD Partner of BTG Pactual and a member of the Brazil Management Committee. He is based in our São Paulo office. He is the former co-head of Investment Banking of BTG Pactual. Mr. Vita joined Pactual in 1989 and became partner in 1993. Prior to joining Pactual, he worked in Corporate Finance at Bankers Trust Company of Brazil and at Morgan Guaranty Trust Company of New York. Mr. Vita graduated in Business Administration from Fundação Getúlio Vargas and obtained an MBA from Wharton Business School.

Gustavo dos Santos Vaz IRO April 30, 2018

Mr. Gustavo dos Santos Vaz has been working at BTG Pactual since 2009, based in the São Paulo office, and currently acts as Executive Director of the Partnership Office. He worked as financial analyst at BMW do Brasil Ltda from 2007 to 2009, mainly in the Controllership area, when he joined BTG to be responsible for the Partnership Office, and performed, among others, investor relations activities with the Partners and Associates of BTG Pactual. Mr. Vaz graduated in Business Administration from Universidade Presbiteriana Mackenzie in 2006.

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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. Mr. Galeazzi is based in São Paulo. Mr. Galeazzi joined 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.