BANCO BTG PACTUAL S.A.

Publicly-Held Company

Corporate Taxpayer's ID (CNPJ/MF): 30.306.294/0001-45

Praia de Botafogo n.º 501,

6º andar Rio de Janeiro, RJ, Brazil

NOTICE TO THE MARKET

Banco BTG Pactual S.A. ("Bank") hereby informs its shareholders and the market in general that, in compliance with Official Letter CVM/SEP/GEA-1/No.113/2013, whose content is fully reproduced below, it is resubmitting, on this date, the Management Proposal related to the Annual and Extraordinary Shareholders' Meeting to be held on April 30, 2013.

Rio de Janeiro, April 17, 2013.

João Marcello Dantas Leite

Investor Relations Officer

BTG Pactual

Praia de Botafogo, 501 - 6º Andar - Torre Corcovado - Botafogo - 22250-040 - Rio de Janeiro - RJ - Brazil - Tel. +55 21 3262 9600 www.btgpactual.com
Official Letter CVM/SEP/GEA-1/No. 113/2013
Rio de Janeiro, April 15, 2013.
To
João Marcello Dantas Leite Investor Relations Officer of Banco BTG Pactual S.A.
Praia de Botafogo, n.º501 - 6º andar - Botafogo
CEP: 22250-040 Rio de Janeiro - RJ Tel: (21) 3262-9600 Fax: (21) 3262-8600
E-mail ri@btgpactual.com

Subject: Management Proposal - CVM Rule 481/2009

CVM Process No. RJ-2013-2444
Dear Sir,
This letter refers to the Management Proposal disclosed on March 30, 2013 and resubmitted on April
9, 2013, via the IPE system, including the documents and information required by the CVM Rule 481 of
December 17, 2009, and related to the Annual and Extraordinary Shareholders' Meeting to be held on April
30, 2012.
We hereby require that the Company resubmits said Management Proposal, improving the following items:

1 - Item III o f t h e caput of Article 9 of CVM Rule 481/2009 - Management comments on the

Com pany's f inancial position :

1.1 Section 10.1

Item a - Include analysis based on indicators related to the issuer such as liquidity, indebtedness. Follow the instructions set forth in item 9.2.10.a of Official Letter CVM/SEP/No. 1 of February 28,
2013;
Item b - Include, preferable in the form of a table, for the last three fiscal years, information on the issuer's financing through own capital and third-party capital. Follow the instructions set forth in item 9.2.10.a of Circular Letter CVM/SEP/No. 1 of February 28, 2013;

Items "d", "e", "f" ("i" to "iii") - Resubmit all information required in these items in a segregated manner, in accordance with each letter, for the last three fiscal years, under the format required by Attachment 24 o f CVM Rule 480/2009;

1.2 Section 10.2

Item a - Submit the information required by the item, in accordance with each letter ("i" and "ii"), pursuant to Attachment 24 of CVM Rule 480/2009;

Items "b" a n d "c" - Submit the information required by the items, in a segregated manner, in accordance with each letter ("b" and "c"), pursuant to Attachment 24 of CVM Rule 480/2009;

1.2 Section 10.4

Item a - Improve the wording to make clear in which fiscal years there have been no significant changes in the accounting practices, bearing in mind that this section refers to the last three year-end financial statements;
Item a - Review the reference to the current fiscal year, in view of the information in item "b" of this section in which the amounts mentioned were reclassified in the combined statement of income of December 31, 2011;

Item c - Include comments on the highlights included in the independent auditor reports on the financial statements of December 31, 2011 a n d De c e mb e r 31, 2010;

1.3 Section 10.9

Item c - Update the date to which the amounts refer, in view of the information provided in item

"a" of this section;

1.4 Section 10.10

Item c - Include the information required by item "c" of the section 10.10 of the Attachment 24 o f CVM R u l e 480/2009;

2. Attachment 9 - 1 - II of CVM Rule 481/2009 - Proposal for Allocation of Net Income forthe Fiscal Year:

2.1 Item 5

Review the information submitted, pursuant to the provisions set forth in Article 5 of the Bylaws. In case all dividends and interest on own equity have already been declared, this item must contain this piece of information;

3. A r t i c l e 10 o f C V M R u l e 4 8 1 / 2 0 0 9 - P r o p o s a l f o r E l e c t i o n o f M e m b e r s o f t h e M a n a g e m e n t a n d i n f o r m a t i o n i n c l u d e d i n i t e m s 12.6 to 12.10 of t h e Re f e r e n c e

F o r m :

3.1 Section 12.8

Item a - Indicate the dates related to the professional experiences described in the resumes of

Cláudio Galeazzi, William Royan and Kenneth Courtis;

Item b - Include the declarations required by the item in relation to Kenneth Courtis;

4. Article 12 of CVM Rule 481/2009 - Proposal for Compensation for the Management andinformation included in item 13 of the Reference Form:

4.1 Section 13.1

Resubmit this section's information, in a segregated manner, for each management body, pursuant to Attachment 24 of CVM Rule No. 480/2009;

Item f - Eliminate the title "13.1 - Description of policy or practice..." after the letter "f" of section 13.1, since it does not apply to this item;

3.2 Section 13.2

Submit all information required by this section for the Board of Directors in the fiscal years
2011 and 2010;
Item c.i - Review the amounts for the last three fiscal years and current fiscal year, since the compensation must be net of social charges for which the employer is liable. The issuer must present, in a segregated manner, the amount corresponding to contributions to INSS, for which the employer is liable, levied on the fixed compensation, in the letter "c.i" ("other");

3.3 Section 13.3

Submit all information required by this section in relation to fiscal year 2010;

3.4 Section 13.5

Align the information provided with the Consolidated Form - Trading of securities of management and related persons, December 2012, of Banco BTG Pactual S.A.;

3.5 Section 13.11

Align the information provided in this section with the amounts provided in section 13.2 of the proposal. Follow the instructions set forth in item 9.2.13.j of Official Letter CVM/SEP/No. 1/2013;

3.6 Section 13.15

Align the amounts for fiscal year 2012 with the information provided in item 13.1.f (2012) of the proposal.
We would like to remind you that the Management Proposal must be resubmitted via the IPE system, informing, as reason for resubmission, compliance to the requirements of this official letter.
We also request that you send a notice, via the IPE system, selecting the category "Notice to theMarket" and type "Clarification on CVM/BOVESPA consultation," informing the restatement of the Management Proposal and making reference to this official letter.
Lastly, we would like to point out that, at this moment, the regularity of the Management Proposal is not under analysis, but rather its adherence to the disclosure requirements set forth in CVM Ru l e 481/2009.
We further clarify that it will be incumbent upon the Superintendency of Corporate Relations, exercising the powers vested in it by law, and based on item II of Article 9 of Law 6,385/1976, and Article
7, combined with Article 9 of CVM Rule 452/2007, to determine the application of fine, without prejudice to other administrative sanctions, in the amount of one thousand reais (R$1,000.00), due to noncompliance with the requirements made herein, within two (2) business days as from receipt of this letter, which is also being sent by facsimile and to the email of the IRO on this date .
Sincerely,
NILZA MARIA SILVA DE OLIVEIRA
Companies Follow-Up Manager - 1 SHB
JORGE LUÍS DA ROCHA ANDRADE Corporate Relations Superintendent Acting Officer

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