Bond BTG Pactual Banco 2.75% ( US05971BAG41 ) in USD

BTG Pactual Banco

100 % ▲

Brazil

US05971BAG41 ( in USD )

2.75% per year ( payment 2 times a year)

11/01/2026

Prospectus brochure of the bond Banco BTG Pactual US05971BAG41 en USD 2.75%, maturity 11/01/2026

200 000 USD

500 000 000 USD

05971BAG4

N/A

Ba2 ( Non-investment grade speculative )

11/01/2026 ( In 26 days )

Banco BTG Pactual is a Brazilian multinational investment bank offering a wide range of financial services including asset management, wealth management, investment banking, and securities brokerage.

The Bond issued by BTG Pactual Banco ( Brazil ) , in USD, with the ISIN code US05971BAG41, pays a coupon of 2.75% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/01/2026

The Bond issued by BTG Pactual Banco ( Brazil ) , in USD, with the ISIN code US05971BAG41, was rated Ba2 ( Non-investment grade speculative ) by Moody's credit rating agency.

Banco BTG Pactual S.A.
a sociedade por ações incorporated in the Federative Republic of Brazil
(acting through its principal office in Brazil or through its Cayman Islands Branch)
US$5,000,000,000
Global Medium-Term Note Programme

Under its global medium-term note programme (the "Programme"), Banco BTG Pactual S.A., acting through its principal office in Brazil or through its Cayman Islands Branch (the
"Issuer"), may from time to time issue medium-term notes (the "Notes") denominated in such currencies as may be agreed with the Dealers (as defined below). The Notes may be issued on a continuing
basis to one or more of the Dealers. The Notes will have maturities from 30 days to 30 years from the date of issue (except as set out herein). The Notes will bear interest on a fixed or floating rate basis,
or be issued on a fully discounted basis and not bear interest. Subject to the terms set forth herein, the maximum aggregate nominal amount of all Notes issued and outstanding under the Programme will
not exceed US$5,000,000,000 (or its equivalent in other currencies at the time of agreement to issue, subject to the terms set forth herein). Notes will be issued in one or more series (each a "Series")
having one or more issue dates and the same maturity date, bearing interest on the same basis and at the same rate, and on terms otherwise identical (except in relation to interest commencement dates
and matters related thereto). Each Series shall be all in bearer form or all in registered form and may be issued in one or more tranches (each a "Tranche") on different issue dates. Details applicable to
each Tranche and Series will be specified in a supplement to this Offering Memorandum (the relevant "Final Terms"). Investing in the Notes involves risks. See "Risk Factors" included in this Offering
Memorandum.
Application has been made to the Luxembourg Stock Exchange for the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange and trading on the Euro MTF
market, which is not a regulated market within the meaning of Directive 2014/65/EU concerning markets in financial instruments, as amended (the "MIFID II"). However, Notes may be issued under
the Programme which will not be listed on the Official List of the Luxembourg Stock Exchange or traded on the Euro MTF market of the Luxembourg Stock Exchange or any other stock exchange
and/or market, and the Final Terms applicable to a Series will specify whether or not the Notes of such Series will be listed and admitted to trade on the Euro MTF market of the Luxembourg Stock
Exchange or any other stock exchange and/or market. With respect to the Programme and any listed Notes issued under the Programme, there can be no assurance that a listing on the Official List of
the Luxembourg Stock Exchange or any other stock exchange will be achieved prior to the issue date of any Notes or otherwise. In relation to the Notes listed on the Official List of the Luxembourg
Stock Exchange, this Offering Memorandum is valid for a period of 12 months from the date hereof.
Tranches of Notes issued under the Programme may be rated or unrated. Where a Tranche of Notes is rated, such rating will not necessarily be the same as the rating(s) assigned to Notes
already issued. Where a Tranche of Notes is rated, the applicable rating(s) will be specified in the relevant Final Terms. Whether or not each credit rating applied for in relation to a relevant Tranche of
Notes, the relevant Final Terms will also specify if the relevant credit rating has been (a) issued by a credit rating agency established in the European Economic Area ("EEA") and registered under (EU)
No. 1060/2009, as amended (the "CRA Regulation"), or (b) issued by a credit rating agency which is not established in the EEA but will be endorsed by a credit rating agency which is established in the
EEA and registered under the CRA Regulation or (c) issued by a credit rating agency which is not established in the EEA but which is certified under the CRA Regulation, provided that the rating relates
to entities established or financial instruments issued in a non-EEA jurisdiction.
From 31 December 2020, the CRA Regulation will cease to apply to UK-regulated investors. From 1 January 2021, UK-regulated investors will be subject to the CRA Regulation as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"), as amended by The Credit Rating Agencies (Amendment etc.) (EU Exit) Regulations 2019 (the "UK
CRA Regulations"). Under the UK CRA Regulations, UK-regulated investors will not be able to use a rating for regulatory purposes unless such rating is issued by a credit rating agency established and
registered in the UK unless (a) the rating is endorsed by a credit rating agency established and registered in the UK, or (b) the rating was issued or endorsed by a credit rating agency established in the
EEA which is part of a group containing a UK-registered credit rating agency, or (c) the rating was issued or endorsed by a credit rating agency established in the EEA which has made advance application
to be registered in the UK, or (d) the rating is provided by a credit rating agency not established in the UK or registered under the UK CRA Regulations but which is certified under the UK CRA
Regulations, provided that the rating relates to entities established or financial instruments issued in a non-UK jurisdiction. UK-regulated entities may only use ratings recognised under (b) and (c) above
for regulatory purposes for a period of one year from 31 December 2020.
The Final Terms governing Tranches of Notes which are rated and which are issued after 31 December 2020 will specify if the credit rating has been (a) issued by a credit rating agency
established in the EEA or the UK and registered under the CRA Regulation or the UK CRA Regulations respectively, or (b) issued by a credit rating agency which is not established in the EEA or the
UK but will be endorsed by a credit rating agency which is established in the EEA and registered under the CRA Regulation or the UK CRA Regulations respectively or (c) issued by a credit rating
agency which is not established in the EEA or the UK but which is certified under the CRA Regulation or the UK CRA Regulations respectively.
In general, European regulated investors are restricted under the CRA Regulation from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established
in the EEA and registered under the CRA Regulation unless (a) the rating is provided by a credit rating agency operating in the EEA before 7 June 2010 which has submitted an application for registration
in accordance with the CRA Regulation and such registration has not been refused, or (b) the rating is provided by a credit rating agency not established in the EEA or registered under the CRA Regulation
but such rating is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (c) the rating is provided by a credit rating agency not established in the EEA or
registered under the CRA Regulation but which is certified under the CRA Regulation. A security rating is not a recommendation to buy, sell or hold securities and may be subject to suspension,
reduction or withdrawal at any time by the assigning rating agency.
Notes of each Tranche of each Series to be issued in bearer form ("Bearer Notes" comprising a "Bearer Series") will initially be represented by interests in a temporary Global Note or by
a permanent Global Note, in either case in bearer form (a "Temporary Global Note" and a "Permanent Global Note," respectively), without interest coupons, which will be deposited with a common
depositary on behalf of Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear") on the relevant issue date. Interests in a Temporary Global
Note will be exchangeable, in whole or in part, for interests in a Permanent Global Note on or after the date 40 days after the later of the commencement of the offering and the relevant issue date (the
"Exchange Date"), upon certification as to non-U.S. beneficial ownership.
Notes of each Tranche of each Series to be issued in registered form ("Registered Notes" comprising a "Registered Series"), and which are sold in an "offshore transaction" within the
meaning of Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"), will initially be represented by interests in a definitive global unrestricted Registered Note (each an
"Unrestricted Global Note"), without interest coupons, which will be deposited with either (a) a common depositary for, and registered in the name of a nominee of a common depositary for, Clearstream,
Luxembourg and Euroclear on its issue date (each a "European Unrestricted Global Note"), or (b) a custodian for, and registered in the name of a nominee of, The Depository Trust Company ("DTC")
(each a "DTC Unrestricted Global Note"). Beneficial interests in a European Unrestricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by
Euroclear or Clearstream, Luxembourg. Until the expiration of 40 days after the later of the commencement of the offering of a Tranche of a Registered Series and the issue date thereof, beneficial
interests in a DTC Unrestricted Global Note may be held only through Euroclear or Clearstream, Luxembourg. See "Form of Notes; Book Entry and Transfer." Registered Notes sold to a qualified
institutional buyer within the meaning of Rule 144A under the Securities Act that are also qualified purchasers within the meaning of Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act"), as referred to in, and subject to the transfer restrictions described in "Subscription and Sale" and "Transfer Restrictions," will initially be represented by a
definitive global restricted Registered Note (each a "Restricted Global Note") without interest coupons, which will be deposited with either (a) a common depository for, and registered in the name of a
nominee of a common depositary for, Clearstream, Luxembourg and Euroclear on its issue date (each a "European Restricted Global Note" and together with any European Unrestricted Global Note the
"European Global Notes"), or (b) a custodian for, and registered in the name of a nominee of, DTC on its issue date (each a "DTC Restricted Global Note" and together with any DTC Unrestricted
Global Note, the "DTC Global Notes"). Beneficial interests in a European Restricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear
or Clearstream, Luxembourg. Beneficial interests in a DTC Restricted Global Note will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants.
See "Form of Notes, Book Entry and Transfer." Individual Definitive Registered Notes will only be available in certain limited circumstances as described herein.
Arranger and Dealer
BTG PACTUAL
The date of this Offering Memorandum is January 7, 2021.

TABLE OF CONTENTS
Page
Market Information....................................................................................................................................................... ix
Available Information .................................................................................................................................................... x
Enforceability of Judgments ......................................................................................................................................... xi
Forward-Looking Statements .....................................................................................................................................xiii
Presentation of Financial and Other Information ......................................................................................................... xv
Summary........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 16
Summary Financial Information .................................................................................................................................. 21
The Issuer .................................................................................................................................................................... 25
Risk Factors ................................................................................................................................................................. 26
Capitalization ............................................................................................................................................................... 67
Use of Proceeds ........................................................................................................................................................... 68
Exchange Rates ........................................................................................................................................................... 69
Selected Financial Information .................................................................................................................................... 70
Management's Discussion and Analysis of Financial Condition and Results of Operations ...................................... 75
Business ..................................................................................................................................................................... 146
Management .............................................................................................................................................................. 184
Our Partnership .......................................................................................................................................................... 191
Principal Shareholders ............................................................................................................................................... 195
Related Party Transactions ........................................................................................................................................ 197
Regulatory Overview ................................................................................................................................................. 203
Terms and Conditions of the Notes ........................................................................................................................... 230
Form of the Final Terms ............................................................................................................................................ 255
Form of the Notes; Book Entry and Transfer ............................................................................................................ 267
Taxation ..................................................................................................................................................................... 273
Certain ERISA Considerations .................................................................................................................................. 285
Subscription and Sale ................................................................................................................................................ 287
Transfer Restrictions .................................................................................................................................................. 292
Independent Auditors ................................................................................................................................................ 299
Legal Matters ............................................................................................................................................................. 300
General Information .................................................................................................................................................. 301
Annex A: Principal Differences between Brazilian GAAP and IFRS ....................................................................... A-1
Index to Financial Statements .................................................................................................................................... F-1

In this Offering Memorandum, unless the context otherwise requires, references to:
(i)
"ANBIMA" are to Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais
ANBIMA;
(ii)
"B3 Exchange" are to B3 S.A. Brasil, Bolsa, Balcão (formerly BM&FBOVESPA S.A. Bolsa
de Valores, Mercadorias e Futuros);
(iii)
"Banco BTG Pactual," "we," "us," "our," or "ourselves" are to Banco BTG Pactual S.A., a
corporation (sociedade por ações) organized under the laws of Brazil, and its consolidated
subsidiaries;
(iv)
"Brazil" are to the Federative Republic of Brazil;
(v)
"Brazilian government" are to the federal government of Brazil;
i

(vi)
"BSI" are to BSI SA, a Swiss stock corporation (Aktiengesellschaft), together with its consolidated
subsidiaries, which Banco BTG Pactual acquired in September 2015 and later sold to EFG in
November 2016;
(vii)
"BTG Pactual Group" are to Banco BTG Pactual, PPLAI, PPLA Participations and their respective
subsidiaries, collectively;
(viii)
"BTG Pactual Holding" are to BTG Pactual Holding S.A., a corporation (sociedade por ações),
organized under the laws of Brazil, which (a) directly and indirectly, through BTG Pactual Holding
Financeira, owns a majority of Banco BTG Pactual's common shares issued and outstanding and
directly and indirectly owns all of Banco BTG Pactual's capital stock that is part of its Partnership
Equity, (b) is owned by the Partners and (c) is controlled by the Controlling Partners through G7
Holding;
(ix)
"BTG Pactual Holding Financeira" are to BTG Pactual Holding Financeira Ltda., a limited liability
company (sociedade empresarial de responsabilidade limitada), organized under the laws of Brazil
which, pursuant to our corporate reorganization on October 26, 2018 (a) directly owns the majority
of Banco BTG Pactual's common shares issued and outstanding, (b) all of Banco BTG Pactual's
class B preferred shares issued and outstanding, and (c) is controlled by BTG Pactual Holding,
which directly holds 99.9% of its share capital;
(x)
"Cayman Islands Branch" are to Banco BTG Pactual, acting through its Cayman Islands branch,
which is duly licensed and qualified to do business as a branch of a foreign bank in accordance with
the laws of the Cayman Islands, having its registered office at PO Box 1353, Harbour Place, 5th
Floor, 103 South Church Street, Grand Cayman KY1-1108, Cayman Islands;
(xi)
"Central Bank" are to the Central Bank of Brazil (Banco Central do Brasil);
(xii)
"Controlling Partners" are to the Partners who effectively control Banco BTG Pactual. As of
September 30, 2020, the Controlling Partners were Marcelo Kalim, Roberto Balls Sallouti, Antonio
Carlos Canto Porto Filho, Renato Monteiro dos Santos and Guilherme da Costa Paes, without giving
effect to Marcelo Kalim's December 2018 announcement to transfer his shares of G7 Holding to
BTG Pactual Holding pursuant to which, following receipt of the requisite regulatory approvals to
effect such transfer, Marcelo Kalim will cease to be a Controlling Partner. Certain of the relevant
regulatory approval processes remain ongoing.
(xiii)
"EFG" are to EFG International AG, a global private banking and asset management firm
headquartered in Zurich, Switzerland, that acquired BSI from the BTG Pactual Group in November
2016 and in which, as of September 30, 2020, Banco BTG Pactual held a 28.9% interest (such
interest comprising investments in shares and investments through other instruments). Banco BTG
Pactual entered into a memorandum of understanding with BTG Pactual Holding to transfer
approximately 25.0% of the interest in EFG, certain liabilities of Banco BTG Pactual and certain
existing and potential future rights and obligations relating to EFG, to BTG Pactual Holding. As of
the date of this Offering Memorandum, the proposed transfer of the majority of such equity stake to
BTG Pactual Holding is pending regulatory approvals. While such transaction remains pending, the
economic rights associated with the majority of Banco BTG Pactual's stake in such entity were
transferred to BTG Pactual Holding on September 30, 2019. For further information, see "Related
Party Transactions--Proposed Partial Transfer of Banco BTG Pactual's Stake in EFG to BTG
Pactual Holding;"
(xiv)
"Engelhart CTP" are to Engelhart Commodities Trading Partners, a Luxembourg-based
commodities platform that (a) as of October 2016, operated separately from Banco BTG Pactual
following the spin-off of Banco BTG Pactual's commodities business and (b) as of October 2016
through September 29, 2019, in which Banco BTG Pactual retained an indirect interest prior to the
sale of Neoport on September 30, 2019 to BTG Pactual Holding. As a result of such transaction,
Banco BTG Pactual no longer holds any interest in Engelhart CTP as of the date of this Offering
Memorandum;
ii

(xv)
"G7 Holding" are to BTG Pactual G7 Holding S.A., the entity through which the Controlling
Partners exercise control over Banco BTG Pactual via its ownership of the majority of the voting
shares of BTG Pactual Holding;
(xvi)
"IPO units" are to the units listed on the B3 Exchange representing (a) one common share and two
preferred shares of our capital stock and (b) one voting share and two non-voting shares of PPLA
Participations in the form of Brazilian depositary receipts that were offered in the BTG Pactual
Group's initial public offering, together with certain other global depositary units previously listed
on the NYSE Euronext Amsterdam which no longer exist as of the date of this Offering
Memorandum;
(xvii) "Merchant Banking Partnership" are to BTG MB Investments L.P., an exempted limited partnership
established under the laws of Bermuda, which is owned by the Partners and which directly owns
Partners Alpha;
(xviii) "Neoport" are to Neoport Participações S.A., the entity through which Banco BTG Pactual held a
stake in Engelhart CTP, among other assets and liabilities more fully described under "Related Party
Transactions," and which was transferred from Banco BTG Pactual to BTG Pactual Holding on
September 30, 2019;
(xix)
"Participating Partners" are to the Partners that hold Banco BTG Pactual common and preferred
shares (a) through units acquired via open market purchases and (b) as a result of acquiring such
shares at the same time, on the same terms and as part of the same transaction, as a consortium of
international investors in 2010;
(xx)
"Partners" are to the individuals who, collectively (together with their family members, trusts or
other entities established for their benefit or the benefit of their family members) directly or
indirectly hold our common and preferred shares. See "Principal Shareholders;"
(xxi)
"Partners Alpha" are to Partners Alpha Investments LLC, a limited liability company organized
under the laws of Delaware, which was a wholly-owned indirect subsidiary of PPLA until March
31, 2010;
(xxii) "Partnership Equity" are to our equity awarded to, and held by, the Partners in their capacity as
Partners and managers of the BTG Pactual Group and, therefore, which is subject to the restrictions
on transfer applicable to our partnership structure, as distinguished from equity held by the Partners
acquired at the same time and on the same terms as the consortium of international investors in
December 2010 or otherwise acquired on the open market. See "Principal Shareholders;"
(xxiii) "PPLA GP" are to PPLA GP Management Ltd, an exempted company incorporated under the laws
of Bermuda and the holder of one Class C voting common share of the share capital of PPLA
Participations, which (a) has no economic rights and (b) is currently held indirectly by the
Controlling Partners, pursuant to which the Controlling Partners indirectly control PPLA
Participations;
(xxiv) "PPLA Participations" are to PPLA Pactual Participations Ltd, a limited liability exempted company
incorporated under the laws of Bermuda, which (a) is the general partner of PPLAI and (b) is the
indirect holding company of the partnership interests of PPLAI indirectly purchased by holders of
IPO units in the initial public offering of the BTG Pactual Group in April 2012 and which was
known as BTG Pactual Participations Ltd. prior to September 6, 2017;
(xxv)
"PPLAI" are to PPLA Investments L.P., an exempted limited partnership established under the laws
of Bermuda, and its consolidated subsidiaries, which was known as BTG Investments L.P., prior to
September 6, 2017;
(xxvi) "Senior Management Team" are to the following individuals: Roberto Balls Sallouti, John Huw
Gwili Jenkins, Antonio Carlos Canto Porto Filho, Rogério Pessoa Cavalcanti de Albuquerque,
iii

Eduardo Henrique de Mello Motta Loyo, Guilherme da Costa Paes, Renato Monteiro dos Santos,
André Fernandes Lopes Dias, João Marcello Dantas Leite; and
(xxvii) "units" are to units listed on the Level 2 (Nível 2) segment of the B3 Exchange representing one
common share and two class A preferred shares of Banco BTG Pactual's capital stock.
This Offering Memorandum constitutes a "base prospectus" for the purposes of the admission to listing on
the Official List of the Luxembourg Stock Exchange and to trading of the Notes on the Euro MTF in accordance with
the rules and regulations of the Luxembourg Stock Exchange (the "Rules"). The Euro MTF is not a "regulated market"
pursuant to Article 44 of MiFID II. The Euro MTF falls within the scope of Regulation (EC) 596/2014 on market
abuse and the related Directive 2014/57/EU on criminal sanctions for market abuse. This Offering Memorandum
therefore does not comprise a base prospectus for the purposes of Article 8 of the Prospectus Regulation. The
expression "Prospectus Regulation" means Regulation (EU) 2017/1129, , including as it forms part of domestic law
in the United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").
This Offering Memorandum has been prepared on the basis that all offers of the Notes will be made, (i) in
member states of the EEA (each, a "Member State") pursuant to an exemption under the Prospectus Regulation from
the requirement to publish a prospectus for offers of the Notes and (ii) in the UK pursuant to an exemption under the
UK Prospectus Regulation from the requirement to publish a prospectus for offers of the Notes. Accordingly, any
person making or intending to make any offer in a Member State or the UK of the Notes which are the subject of the
offering contemplated in this Offering Memorandum may only do so in the EEA, to legal entities which are qualified
investors as defined in the Prospectus Regulation and in the UK, to legal entities which are qualified investors as
defined in the UK Prospectus Regulation, provided that no such offer of the Notes shall require the Issuer or any of
the Dealers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or section 85 of the Financial
Services and Markets Act 2000 (as amended, "FSMA") or supplement a prospectus pursuant to Article 23 of the
Prospectus Regulation or Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither
the Issuer nor the Dealers have authorized, nor do they authorize, the making of any offer of the Notes, to any legal
entity which is not a qualified investor as defined in the Prospectus Regulation or the UK Prospectus Regulation,
provided that no such offer of the Notes shall require the Issuer or any Dealer to publish a prospectus or supplement
a prospectus pursuant to the Prospectus Regulation or the UK Prospectus Regulation for such offer. Neither the Issuer
nor the Dealers have authorized nor do they authorize the making of any offer of the Notes through any financial
intermediary, other than offers made by the Dealers which constitute the final placement of the Notes contemplated
in this Offering Memorandum. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129, as
amended and the expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA").
IMPORTANT -- PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Notes are not
intended to be offered, sold or otherwise made available to, and should not be offered, sold or otherwise made available
to, any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU)
2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering
or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPs Regulation.
IMPORTANT PROHIBITION OF SALES TO UK RETAIL INVESTORS: The Notes are not
intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available
to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic
law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them
iv

available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET -- The Final Terms in respect of any Notes may include a
legend entitled "MiFID II Product Governance" which will outline the target market assessment in respect of the Notes
and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the MiFID Product Governance
rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for
any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE
COUNTERPARTIES ONLY TARGET MARKET -- The Final Terms in respect of any Notes may include a
legend entitled "UK MiFIR Product Governance" which will outline the target market assessment in respect of the
Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or
recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a
distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR
Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes
(by either adopting or refining the target market assessment) and determining appropriate distribution channels. A
determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the
UK MiFIR Product Governance Rules.
IMPORTANT NOTICE FOR INVESTORS IN THE UNITED KINGDOM -- In the UK, this Offering
Memorandum is for distribution only to persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) ("high net
worth companies, unincorporated associations, etc.") of the Financial Promotion Order, or (iii) are persons to whom
an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in
connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant persons"). This Offering Memorandum is directed only at
relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this Offering Memorandum relates is available only to relevant persons and will be
engaged in only with relevant persons. For a description of certain restrictions on offers and sales of Notes and the
distribution of this Offering Memorandum in the UK, see "Subscription and Sale."
SINGAPORE SFA PRODUCT CLASSIFICATION -- In connection with Section 309B of the Securities
and Futures Act (Chapter 289) of Singapore (the "SFA") and the Securities and Futures (Capital Markets Products)
Regulations 2018 of Singapore (the "CMP Regulations 2018"), unless otherwise specified before an offer of Notes,
the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that
the Notes to be issued under the Programme are `prescribed capital markets products' (as defined in the CMP
Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of
Investment Products and MAS Notice FAAN16: Notice on Recommendations on Investment Products).
You should rely only on the information contained in this Offering Memorandum. The Issuer accepts
responsibility for the information contained in this Offering Memorandum and confirms that, to the best of its
knowledge and belief (having taken all reasonable care to ensure that such is the case), the information contained in
this Offering Memorandum is in accordance with the facts and contains no omission likely to affect its import. Having
made all reasonable inquiries, the Issuer confirms that (i) this Offering Memorandum contains all information with
respect to the Issuer and its subsidiaries taken as a whole, the Programme and the Notes to be issued thereunder which
is material in the context of the issue and offering of the Notes, (ii) such information contained in this Offering
Memorandum is true and accurate in all material respects and is not misleading, (iii) the opinions and intentions
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expressed in this Offering Memorandum are honestly held and have been reached after considering all relevant
circumstances and are based on reasonable assumptions, and (iv) there are no other facts the omission of which would,
in the context of the offering and issue of the Notes hereunder, make any statement in this Offering Memorandum as
a whole misleading in any material respect. The Issuer accepts responsibility accordingly. NO PERSON OTHER
THAN BANCO BTG PACTUAL IS AUTHORIZED TO PROVIDE INFORMATION ABOUT THE ISSUER
OR THIS PROGRAMME OTHER THAN THAT CONTAINED IN THIS OFFERING MEMORANDUM
AND THE DOCUMENTS OTHERWISE REFERRED TO HEREIN AND WHICH ARE MADE
AVAILABLE FOR INSPECTION BY THE PUBLIC AS DESCRIBED IN "GENERAL INFORMATION."
Neither this Offering Memorandum nor any other information supplied in connection with the Programme
or any Notes (i) is intended to provide the basis of any credit or other evaluation or (ii) should be considered as a
recommendation by the Issuer or any of the Dealers that any recipient of this Offering Memorandum or any other
information supplied in connection with the Programme or any Notes should subscribe for or purchase any Notes.
Each investor contemplating subscribing for or purchasing any Notes should make its own independent investigation
of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. This Offering
Memorandum does not constitute an offer of, or an invitation by or on behalf of the Issuer, any of the Dealers or the
Trustee (as defined herein) to subscribe or purchase, any of the Notes. The distribution of this Offering Memorandum
and the offering of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this
Offering Memorandum comes are required by the Issuer, the Dealers and the Trustee to inform themselves about and
to observe any such restrictions. The Issuer and the Dealers do not represent that this Offering Memorandum may be
lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other
requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility
for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or the Dealers
which is intended to permit a public offering of any Notes or distribution of this Offering Memorandum in any
jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or
indirectly, and neither this Offering Memorandum nor any advertisement or other offering material may be distributed
or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws
and regulations. For a description of certain further restrictions on offers and sales of Notes and distribution of this
Offering Memorandum, see "Subscription and Sale."
The Trustee has not independently verified the information contained herein. Accordingly, the Trustee
accepts no liability in relation to the information contained in this Offering Memorandum or any other information
provided by the Issuer in connection with the Programme. In addition, no representation, warranty or undertaking,
express or implied, is made by the Dealer or the Trustee as to the accuracy or completeness of the information
contained or incorporated in this Offering Memorandum or any other information provided by the Issuer in connection
with the Programme, and nothing contained herein is or shall be relied upon as a promise or representation by the
Dealer or the Trustee, whether as to the past or to the future.
THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES
AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES
OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING
AUTHORITIES PASSED UPON THE ACCURACY OR THE ADEQUACY OF THIS OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT, OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION OF THE UNITED STATES, AND THE NOTES MAY INCLUDE BEARER NOTES THAT
ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. SUBJECT TO CERTAIN EXCEPTIONS, THE
NOTES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER NOTES, DELIVERED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT, OR REGULATION S). THIS OFFERING
MEMORANDUM HAS BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE
OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN
RELIANCE ON REGULATION S AND WITHIN THE UNITED STATES IN RELIANCE ON RULE 144A
UNDER THE SECURITIES ACT, AS AMENDED, OR RULE 144A, TO PERSONS WHO ARE
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"QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A), OR QIBS, THAT ARE ALSO
"QUALIFIED PURCHASERS" (AS DEFINED IN SECTION 2(A)(51) OF THE INVESTMENT COMPANY
ACT), OR QPS, AND FOR LISTING OF THE NOTES ON THE OFFICIAL LIST OF THE LUXEMBOURG
STOCK EXCHANGE (FOR TRADING ON THE EURO MTF MARKET OF THE LUXEMBOURG STOCK
EXCHANGE). PROSPECTIVE PURCHASERS ARE HEREBY NOTIFIED THAT SELLERS OF THE
NOTES MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A AND THE EXEMPTION FROM THE PROVISIONS OF
THE INVESTMENT COMPANY ACT PROVIDED BY SECTION 3(C)(7) OF THE INVESTMENT
COMPANY ACT, OR 3(C)(7). FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER
RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THIS OFFERING
MEMORANDUM, SEE "SUBSCRIPTION AND SALE" AND "TRANSFER RESTRICTIONS."
THE NOTES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED WITH THE BRAZILIAN
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS), OR CVM. ANY PUBLIC
OFFERING OR DISTRIBUTION, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF
THE NOTES IN BRAZIL IS NOT LEGAL WITHOUT PRIOR REGISTRATION UNDER BRAZILIAN
LAW NO. 6,385/76, AS AMENDED, AND INSTRUCTION NO. 400, ISSUED BY THE CVM ON DECEMBER
29, 2003, AS AMENDED. DOCUMENTS RELATING TO THE OFFERING OF THE NOTES, AS WELL AS
INFORMATION CONTAINED THEREIN, MAY NOT BE SUPPLIED TO THE PUBLIC IN BRAZIL (AS
THE OFFERING OF THE NOTES IS NOT A PUBLIC OFFERING OF SECURITIES IN BRAZIL), NOR
BE USED IN CONNECTION WITH ANY OFFER FOR SUBSCRIPTION OR SALE OF THE NOTES TO
THE PUBLIC IN BRAZIL. THE DEALERS HAVE AGREED NOT TO OFFER OR SELL THE NOTES IN
BRAZIL, EXCEPT IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE A PUBLIC OFFERING OR
DISTRIBUTION OF SECURITIES UNDER APPLICABLE BRAZILIAN LAWS AND REGULATIONS.
The terms and conditions relating to this Offering Memorandum have not been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority (Commission de Surveillance du Secteur
Financier) (the "CSSF") for purposes of public offering or sale in the Grand Duchy of Luxembourg. Accordingly, the
Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and neither this Offering
Memorandum nor any other circular, prospectus, form of application, advertisement or other material related to such
offer may be distributed, or otherwise be made available in or from, or published in, Luxembourg except in
circumstances where the offer benefits from an exemption to or constitutes a transaction otherwise not subject to the
requirement to publish a prospectus for the purpose of the Prospectus Regulation and the Luxembourg law of July 16,
2019, on prospectuses for securities (the "Prospectus Law").
In connection with the offering of any Tranche of Notes, the Dealer or Dealers (if any) named as Stabilizing
Manager(s) (the "Stabilizing Manager(s)") in the applicable Final Terms (or persons acting on behalf of any
Stabilizing Manager(s)) may over-allot Notes or effect transactions with a view to supporting the market price of the
Notes during the stabilization period at a level higher than that which might otherwise prevail. However, stabilization
action may not necessarily occur. Any stabilization action may begin on or after the date on which adequate public
disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may be ended at any time,
but it must end no later than 30 days after the date on which the Issuer received the proceeds of the issue, or no later
than 60 days after the date of allotment of the relevant Tranche of Notes, whichever is earlier. Any stabilization action
or over-allotment must be conducted by the Stabilizing Manager(s) (or persons acting on behalf of the Stabilizing
Manager(s)) in accordance with all applicable laws and rules and will be undertaken at the offices of the Stabilizing
Manager(s) (or persons acting on their behalf) and, where the relevant tranche of Notes are listed on an EU trading
venue, on the trading venue.
For the purposes of the Luxembourg Stock Exchange (Euro MTF market), this Offering Memorandum shall
constitute a Base Prospectus under the Prospectus Law. References herein to Offering Memorandum shall be
construed as references to "Base Prospectus" and references to Final Terms shall be construed as references to "Pricing
Supplement." This Offering Memorandum may only be used for the purpose for which it has been published.
References herein to "US$," "U.S.$," "U.S. dollars" or "dollars" are to United States dollars, references to
"Brazilian real," "Brazilian reais," "real," "reais" or "R$" are to Brazilian reais, references to "Euro" and "" are to
the lawful currency of the member states of the European Union that adopt the single currency in accordance with the
EC Treaty, references to "Yen" are to the Japanese Yen, the official currency of Japan, references to "CI$" are to
vii

Cayman Islands dollars, the official currency of the Cayman Islands and references to "CHF" are to Swiss Francs, the
official currency of Switzerland.

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MARKET INFORMATION
The information (including statistical information) contained in this Offering Memorandum relating to Brazil
and the Brazilian economy is based on information published by the Central Bank of Brazil (Banco Central do Brasil)
(the "Central Bank"), other public entities and independent sources, including the National Association of Capital
Markets Participants (Associação Brasileira das Entidades dos Mercados Financeiro e de Capitais) ("ANBIMA"),
the Brazilian Federation of Banks (Federação Brasileira de Bancos) ("FEBRABAN"), the Brazilian Geography and
Statistics Institute (Instituto Brasileiro de Geografia e Estatística) ("IBGE"), the Getúlio Vargas Foundation
(Fundação Getúlio Vargas) ("FGV"), the Brazilian Association of Leasing Companies (Associação Brasileira de
Empresas de Leasing), the National Economic and Social Development Bank (Banco Nacional de Desenvolvimento
Econômico e SocialBNDES) ("BNDES"), the National Monetary Council (Conselho Monetário Nacional)
("CMN"), the Superintendency of Private Insurance (Superintendência de Seguros Privados) ("SUSEP"), and the B3
Exchange, among others. Other information contained in this Offering Memorandum is based on information from
Thomson Financial ("Thomson"), Institutional Investor, Dealogic Analytics ("Dealogic"), The Banker, Euromoney,
Futures Industry Association, Latin America Venture Capital Association, World Wealth Report and Emerging
Markets Private Equity Association ("EMPEA"). We accept the responsibility for the accurate reproduction of third-
party information contained herein.

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