Overview

• The transaction will be executed in two stages, first incorporating Pan into Banco Sistema, followed by Banco Sistema into BTG Pactual.
• The fixed exchange ratio implies more than a 30% premium to Pan’s last closing price, according to BTG.
• The plan grants statutory withdrawal rights to Pan shareholders as well as holders of BTG units.
• BTG targets completion by the end of 2025 subject to shareholder votes and customary regulatory steps.
• BTG, which has controlled Pan since 2021, holds 76.9% of its shares and cites operational synergies and structural simplification as key benefits.