André Santos Esteves chaired the meeting and Miss. Fernanda Gama Moreira Jorge acted as secretary to the meeting.

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1 MINUTES of the Annual General Meeting of BTG Pactual Participations Ltd. (the Company ) held at Praia de Botafogo, n. 501, 6 floor, Torre Corcovado, Rio de Janeiro, Zip Code , Brazil on December 30 th, 2013 at 10 am. PRESENT: List on Annex A IN ATTENDANCE: Fernanda Gama Moreira Jorge (Secretary to the meeting) and André Santos Esteves (Chairman to the meeting) CHAIRPERSON: André Santos Esteves chaired the meeting and Miss. Fernanda Gama Moreira Jorge acted as secretary to the meeting. CONFIRMATION OF NOTICE AND QUORUM: The Chairman confirmed that notice of the meeting had been given to all Members and that a quorum was present. The following matters were approved by the majority of Members: 1. FINANCIAL STATEMENTS AND THE AUDITOR S REPORT RESOLVED THAT the financial statements of the Company for the years ended 31 December 2011 and 31 December 2012, together with the Auditor s report thereon, presented before the meeting be and hereby are approved and adopted. 2. ALLOCATION OF NET INCOME RESOLVED THAT pursuant to Company Bye-law article 23, indicate that the amount of R$ ,00 shall be set aside as retained income of the year ended December 31, The Company has registered no net income for year ended December 31, APPOINTMENT OF AUDITORS RESOLVED THAT Ernst & Young, Bermuda are hereby appointed as independent auditor of the Company until the conclusion of the next annual general meeting at a fee to be agreed by the Directors.

PRESENT: List on Annex A IN ATTENDANCE: Fernanda Gama Moreira Jorge (Secretary to the meeting) and André Santos Esteves (Chairman to the meeting) CHAIRPERSON: André Santos Esteves chaired the meeting

2 4. APPOINTMENT OF BOARD OF DIRECTORS RESOLVED THAT the number of members of the Board of Directors shall be TEN; RESOLVED THAT each following persons are hereby re-elected and appointed as Directors of the Company until the next annual general meeting or until their appointment is terminated in accordance with the Bye-Laws: Andre Santos Esteves Claudio Eugenio Stiller Galeazzi John Huw Gwili Jenkins John Joseph Oros Juan Carlos Garcia Canizares Marcelo Kalim Persio Arida Roberto Balls Sallouti William Thomas Royan Kenneth Stuart Courtis CLOSE There being no further business, the proceedings then concluded. André Santos Esteves Chairman

Bye-Laws: Andre Santos Esteves Claudio Eugenio Stiller Galeazzi John Huw Gwili Jenkins John Joseph Oros Juan Carlos Garcia Canizares Marcelo Kalim Persio Arida

3 Annex A to the Minutes of the Annual General Meeting of BTG Pactual Participations Ltd. held at Praia de Botafogo, n. 501, 6 floor, Torre Corcovado, Rio de Janeiro, Zip Code , Brazil on December 30 th, 2013 at 10 am. LIST OF MEMBERS PRESENT TO THE MEETING: BTG PACTUAL GP MANAGEMENT LTD. X André Santos Esteves ADVANCED SERIES TRUST - AST FI PYRAMIS ASSET ALLOCATION PORTFOLIO ADVANTAGE FUNDS, INC. - DREYFUS TOTAL EMERGING MARKETS FUND ADVISORS INNER CIRCLE FUND II - FROST INTERNATIONAL EQUITY FUND ALAMEDA COUNTY EMPLOYEES RETIREMENT ASSOCIATION AMERICAN AIRLINES,INC.MASTER FIXED BENEFIT PENSION TRUST AMERICAN ELECTRIC POWER SYSTEM RETIREE LIFE INSURANCE TRUST ASCENSION HEALTH MASTER PENSION TRUST BNY MELLON FUNDS TRUST - BNY MELLON EMERGING MARKETS FUND BNY MELLON GLOBAL FUNDS, PLC CANADA PENSION PLAN INVESTMENT BOARD CAPITAL INTERNATIONAL - INTERNATIONAL EQUITY CENTRAL STATES SOUTHEAST AND SOUTHWEST AREAS PENSION FUND CHIMCO ALPHA FUND, LLC DREYFUS INTERNATIONAL FUNDS, INC. - DREYFUS EMERGING MARKETS FUND DREYFUS INVESTMENT FUNDS - DREYFUS/THE BOSTON COMPANY EMERGING MARKETS CORE EQUITY FUND EMERGING MARKETS EQUITY TRUST 3 EMERGING MARKETS INTERNATIONAL FUND FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS DISCOVERY FUND FIDELITY INVESTMENT TRUST: FIDELITY TOTAL INTERNATIONAL EQUITY FUND FIDELITY INVESTMENT TRUST: LATIN AMERICA FUND FIDELITY SALEM STREET TRUST: SPARTAN EMERGING MARKETS INDEX FUND FINDLAY PARK LATIN AMERICAN FUND FORD MOTOR COMPANY OF CANADA, LIMITED PENSION TRUST GENESIS EMERGING MARKETS BUSINESS TRUST GLOBAL X BRAZIL FINANCIALS ETF GMAM INVESTMENT FUNDS TRUST GMO MEAN REVERSION FUND(ONSHORE), A SERIES OF GMO MASTER PORTFOLIOS(ONSHORE), L.P. GMO REAL RETURN ASSET ALLOCATION FUND, L.P. GOLDMAN SACHS PROFIT SHARING MASTER TRUST IBM DIVERSIFIED GLOBAL EQUITY FUND JANUS EMERGING MARKETS FUND

X André Santos Esteves ADVANCED SERIES TRUST - AST FI PYRAMIS ASSET ALLOCATION PORTFOLIO ADVANTAGE FUNDS, INC.

4 KENTUCKY RETIREMENT SYSTEMS KENTUCKY RETIREMENT SYSTEMS INSURANCE TRUST FUND LAZARD GLOBAL ACTIVE FUNDS, PLC LAZARD GLOBAL THEMATIC (CANADA) FUND LAZARD GLOBAL THEMATIC EQUITY TRUST LVIP BLACKROCK EMERGING MARKETS INDEX RPM FUND MANAGED PENSION FUNDS LIMITED MANAGED PENSION FUNDS LIMITED MASTER TRUST FOR SIEMENS PENSION PLANS MELLON BANK N.A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN MERCER EMERGING MARKETS EQUITY FUND NATIONAL PENSION SERVICE ONTARIO TEACHERS PENSION PLAN BOARD PIONEER EMERGING MARKETS VCT PORTFOLIO PUBLIC EMPLOYEE RETIREMENT SYSTEM OF IDAHO PYRAMIS EMERGING MARKETS ALL CAP FUND, LP PYRAMIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS: PYRAMIS EMERGING MARKETS COMMINGLED POOL SCHWAB EMERGING MARKETS EQUITY ETF STATE OF CONNECTICUT RETIREMENT PLANS AND TRUST FUNDS SUNSUPER SUPERANNUATION FUND TBC POOLED EMPLOYEE FUNDS/INTERNATIONAL ACWI EX US EQUITY FUND TEACHERS RETIREMENT SYSTEM OF LOUISIANA THE CALIFORNIA ENDOWMENT THE GENESIS GROUP TRUST FOR EMPLOYEE BENEFIT PLANS THE HOSPITAL AUTHORITY PROVIDENT FUND SCHEME THE LATIN AMERICAN DISCOVERY FUND INC THE MASTER TRUST BANK OF JAPAN, LTD AS TRUSTEE OF BNY MELLON TBCAM EMERGING VALUE EQUITY MOTHER FUN THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF EMERGING COUNTRY STOCK ACTIVE MOTHER FUND THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE OF MUTB THE MONETARY AUTHORITY OF SINGAPORE THE PENSION RESERVES INVESTMENT MANAGEMENT BOARD THE PFIZER MASTER TRUST THE TBC PRIVATE TRUST THE TBC PRIVATE TRUST ACWI EX US VALUE FUND THORNBURG INTERNATIONAL GROWTH FUND UAW RETIREE MEDICAL BENEFITS TRUST UAW RETIREE MEDICAL BENEFITS TRUST UNILEVER UK PENSION FUND UPS GROUP TRUST VANGUARD EMERGING MARKETS STOCK INDEX FUND VANGUARD FTSE ALL-WORLD EX-US INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS

A EMPLOYEE BENEFIT COLLECTIVE INVESTMENT FUND PLAN MERCER EMERGING MARKETS EQUITY FUND NATIONAL PENSION SERVICE ONTARIO TEACHERS PENSION PLAN BOARD PIONEER EMERGING MARKETS VCT PORTFOLIO PUBLIC

5 VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF VANGUARD INTERNATIONAL EQUITY INDEX FUNDS VARIABLE INSURANCE PRODUCTS FUND II: EMERGING MARKETS PORTFOLIO VONTOBEL INVESTMENT TRUST WORKERS COMPENSATION INSURANCE FUND BERYL COUNTY LLP BOMBARDIER TRUST (CANADA) GLOBAL EQUITIES FUND THE BOMBARDIER TRUST (UK) CASCABEL FUND LP CASCABEL MASTER FUND LTD. CASCABEL QP FUND LP NEF AZIONARIO PAESI EMERGENTI CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY FUND FOR TAX-EXEMPT TRUSTS CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX-EXEMPT TRUSTS CAPITAL INTERNATIONAL EMERGING ECONOMIES CAPITAL INTERNATIONAL EMERGING MARKETS FUND CAPITAL INTERNATIONAL FUND CAPITAL INTERNATIONAL FUND JAPAN CAPITAL INTERNATIONAL GLOBAL EQUITIES FUND CAPITAL INTERNATIONAL PORTFOLIOS EMERGING MARKETS EQUITY FUND EMERGING MARKETS GROWTH FUND INC FIDELITY ADVISOR SERIES VIII: FIDELITY ADVISOR EMERGING MARKETS FUND FIDELITY INVESTMENT TRUST: FIDELITY EMERGING MARKETS FUND FIDELITY INVESTMENTS MONEY MANAGEMENT INC. GENESIS EMERGING MARKETS FUND LIMITED JAPAN TRUSTEE SERVICES BANK,LTD AS T F T SUMITOMO T & B CO., LTD AS T F M S L A E F ( F Q I I ONLY) JNL/CAPITAL GUARDIAN GLOBAL BALANCED FUND NEW YORK STATE COMMON RETIREMENT FUND NORGES BANK PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MTBJ VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND, A SERIES OF VANGUARD STAR FUNDS VIRTUS EMERGING MARKETS OPPORTUNITIES FUND ZURICH INVESTMENTS GLOBAL THEMATIC SHARE POOL ZURICH INVESTMENTS UNHEDGED GLOBAL THEMATIC SHARE SCHEME X Luciana Pontes de Mendonça Ikeda

CASCABEL QP FUND LP NEF AZIONARIO PAESI EMERGENTI CAPITAL GUARDIAN ALL COUNTRY WORLD EQUITY FUND FOR TAX-EXEMPT TRUSTS CAPITAL GUARDIAN EMERGING MARKETS RESTRICTED EQUITY FUND FOR TAX-EXEMPT TRUSTS

SUL AMÉRICA S.A. Corporate Taxpayers Id. (CNPJ/MF) 29.978.814/0001-87 Company Registry (NIRE): 3330003299-1. Publicly Held Company

SUL AMÉRICA S.A. Corporate Taxpayers Id. (CNPJ/MF) 29.978.814/0001-87 Company Registry (NIRE): 3330003299-1 Publicly Held Company Minutes of the Annual General Meeting held on March 31, 2015, drawn up