Grupo BTG Pactual : Material Fact - Merger Approval

MATERIAL FACT NOTICE

BANCO BTG PACTUAL S.A. ("BTG Pactual"), BTG PACTUAL PARTICIPATIONS, LTD. and BPMB I PARTICIPAÇÕES S.A. ("BPMB I" and, together with BTG Pactual, the "Companies"), in compliance with art. 157, §4 of Law n.º 6.404/76 and with art. 3 of CVM Instruction 358 of January 3, 2002, hereby, further to the Material Fact Notices published on July 14, 2014 and June 3, June 25, July 24, August 26 and September 9,
2015, inform their shareholders and the market in general that the shareholders of BTG Pactual and BPMB I, gathered at the respective extraordinary shareholders' meetings held the date hereof, approved, without qualification, the merger of BPMB I into BTG Pactual, as broadly disclosed to the market in the Material Fact Notices dated June 3 and September 9, 2015 (the "Merger").
The effectiveness of the Merger and its respective effects are still subject to approval, by the Brazilian Central Bank ("BCB"), of the Merger ("BCB Ratification").
Under the terms of the "Protocolo e Justificação de Incorporação da BPMB I Participações S.A. pelo Banco BTG Pactual S.A." executed by the administration of the Companies and updated on September 9, 2015 (the "Merger Agreement"), and the object of the Material Fact Notices dated June 3 and September 9, 2015, if the BCB Ratification is not obtained by March 15, 2016, the Merger and all obligations under the Merger Agreement will be automatically terminated and void for all legal purposes.
The documentation pertaining to the Merger is available on the websites of the Comissão de Valores Mobiliários (www.cvm.gov.br), the BM&FBOVESPA (www.bmfbovespa.com.br) and BTG Pactual (www.btgpactual.com).
The Companies will keep their shareholders and the market duly informed of any Material
Fact Notice relating to the above matters, in accordance with applicable law.
São Paulo, September 15, 2015.
BANCO BTG PACTUAL S.A. JOÃO MARCELLO DANTAS LEITE Investor Relations Officer
BPMB I PARTICIPAÇÕES S.A. Eduardo Fabiano Alves da Silva Investor Relations Officer
BTG PACTUAL PARTICIPATIONS, LTD.
JOÃO MARCELLO DANTAS LEITE
Investor Relations Officer
2

distributed by