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Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ______       No ___X___

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MANUAL FOR SHAREHOLDERS' PARTICIPATION IN BRASKEM'S EXTRAORDINARY GENERAL MEETING OF SEPTEMBER 29, 2017    

 

 

 

 

 

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TABLE OF CONTENTS

 

TABLE OF CONTENTS	2
MESSAGE FROM THE ADMINISTRATION	3
GUIDELINES FOR SHAREHOLDERS' PARTICIPATION AND DEADLINES	4
CALL NOTICE	6
RELATED DOCUMENTS AND LINKS	8
EXHIBIT I FORM OF POWER OF ATTORNEY - INDIVIDUAL	9
EXHIBIT 2: FORM OF POWER OF ATTORNEY - LEGAL ENTITY	10

 

 

 

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MESSAGE FROM THE ADMINISTRATION

 

Dear Shareholders,

 

In line with our commitment of continuously seeking the best Corporate Governance practices, we invite you to participate in the Extraordinary General Meeting, which will take place on September 29, 2017, at 10:00 a.m ., in our principal place of business, located at Rua Eteno, nº 1.561, Camaçari/BA, in which the following matters will be discussed, pursuant to article 256 of Brazilian Corporations Law (Law no. 6.404 of December 15, 1976) :

(i) the ratification of the appointment and hiring of G5 Consultoria e Assessoria Ltda. and Apsis Consultoria e Avaliações Ltda., as specialized independent companies for purposes of preparing the appraisal reports on the shares issued by Cetrel S.A. (“ Cetrel ”), a company enrolled in the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 14.414.973/0001-81 (“ Appraisal Reports ”);

(ii)      the review and approval of the Appraisal Reports; and

(iii)    the approval of the acquisition by the Company, under the terms of this Proposal: (a) of shares representing 63.66% of the total voting capital of Cetrel, which are currently held by Odebrecht S.A., a company enrolled in the CNPJ/MF under No. 05.144.757/0001-72 (“Odebrecht S.A.”); and (b) indirectly, of the share control of Distribuidora de Água Camaçari S.A., a company enrolled in the CNPJ/MF under No. 01.944.031/0001-63 (“DAC”), considering that the totality of the shares issued by DAC is currently held by Cetrel.

 

 

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GUIDELINES FOR SHAREHOLDERS' PARTICIPATION AND DEADLINES

 

With the purpose of instructing the Shareholders regarding the procedure for participation in the Meeting, we have made this Manual for the Ordinary General Meeting available.

The relevant information to such resolutions are available to the Shareholders in the Investors' Relations website ( http://www.braskem-ri.com.br ) , in the CVM website ( www.cvm.gov.br ) and at Rua Lemos Monteiro, 120, 24º andar, Butantã, City of São Paulo, State of São Paulo - CEP: 05501-050, to the attention of Rosana Cristina Avolio.

The Shareholder's Participation:

The participation of the Shareholder may be done in person or through an attorney-in-fact duly established, the detailed guidelines regarding the documentation required for representation are set forth in the Call Notice and in the Company's Proposal of the Administration, both made available on the date hereof, and in item 12.2 of the Company's Reference Form. In the section “Additional information”, we describe additional information on the participation in the Meeting.

Foreign Shareholder Attending the Meetings

Foreign Shareholders must present the same documentation as Brazilian shareholders, provided that the documents must be notarized, consularized and apostilled, as the case may be, along with a sworn translation.

Forwarding of Documentation

With the purpose of expediting the works of Meeting, it is requested that the documents required in items above, which allow for the participation or representation of the Shareholder in the Meeting, are forwarded within 72 hours prior to the date designated for the holding of the Meeting to:

 

Braskem S/A

C/o Myrela Caetano da Silva Reis - Legal Department

Rua Lemos Monteiro, 120 – 22º andar - Butantã

05501-050 - São Paulo – SP - Brazil

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However, it is worth stressing that, under Paragraph 2 of article 5 of ICVM 481, the shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not delivered them in advance, as requested by the Company.

The Company shall not accept powers of attorney granted by shareholders by electronic means.

 

 

 

 

 

 

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CALL NOTICE

BRASKEM S.A.

C.N.P.J No. 42.150.391/0001-70 - NIRE 29300006939

PUBLICLY-HELD COMPANY

 

CALL NOTICE

EXTRAORDINARY GENERAL MEETING 

OF SEPTEMBER 29, 2017

 

Shareholders of BRASKEM S.A. are hereby called to attend the Extraordinary General Meeting that will be held on September 29, 2017, at 10:00 a.m . at the Company’s principal place of business located at Rua Eteno, no 1.561, Pólo Petroquímico, in the City of Camaçari, State of Bahia, in order to resolve on the following Agenda, pursuant to article 256 of the Corporation Law:

(i)           the ratification of the appointment and hiring of G5 Consultoria e Assessoria Ltda. and Apsis Consultoria e Avaliações Ltda., as specialized independent companies for purposes of preparing the appraisal reports on the shares issued by Cetrel S.A. (“ Cetrel ”), a company enrolled in the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 14.414.973/0001-81 (“ Appraisal Reports ”);

(ii)         the review and approval of the Appraisal Reports; and

(iii)       the approval of the acquisition by the Company, under the terms of this Proposal: (a) of shares representing 63.66% of the total voting capital of Cetrel, which are currently held by Odebrecht S.A., a company enrolled in the CNPJ/MF under No. 05.144.757/0001-72 (“Odebrecht S.A.”); and (b) indirectly, of the share control of Distribuidora de Água Camaçari S.A., a company enrolled in the CNPJ/MF under No. 01.944.031/0001-63 (“DAC”), considering that the totality of the shares issued by DAC is currently held by Cetrel.

Camaçari/BA, September 12, 2017.

 

Newton de Souza

Chairman of the Board of Directors

 

 

General Information:

 

 

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1)   The Proposal of the Board (“Proposal”) contemplating the entirety of the documentation related to the matters included in the, as well as other relevant information to exercise voting rights in the Meeting, were made available to the Company's shareholders on the date hereof, pursuant to CVM ruling No. 481/09, as amended (“ICVM 481”), and may be accessed through the CVM website (www.cvm.gov.br), the BM&FBOVESPA website (www.bmfbovespa.com.br) or the Company website ( www.braskem-ri.com.br ).

 

2)   The participation of the Shareholder may be done in person or through an attorney-in-fact duly established. With the purpose of speeding the works of the Meeting, the Administration of the Company requests that the Shareholders send the following documents to the Company at the office located at Rua Lemos Monteiro, 120, 22º andar, CEP 05501-050, São Paulo, SP, with at least 72 hours prior to the date scheduled for the Meeting: (i) a certificate issued by the depositary financial institution for the book-entry shares held thereby, evidencing the ownership of the shares within 8 days prior to the date scheduled for the Meeting; (ii) a power of attorney, duly regularized pursuant to law, in the event of representation of the shareholder, with certification of the principal's signature, notarization, consularization or apostille (as the case may be) and sworn translation, with articles of incorporation or bylaws or articles of incorporation, minutes of the election of a Board of Directors (if any) and minutes of the election of an Executive Office if the shareholder is a legal entity; and/or (iii) with regard to the shareholders taking part of the fungible custody of registered shares, a statement of the respective ownership interest, issued by the competent body. The shareholder or the legal representative thereof shall attend the Meeting in possession of the proper identification documents.

However, it is worth stressing that, under Paragraph 2 of article 5 of ICVM 481, the shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not delivered them in advance, as requested by the Company.

The Company shall not accept powers of attorney granted by shareholders by electronic means.

 

3)   Based on the Health, Security and Environment (HSE) Standards in force at the Company’s principal place of business, which set forth the guidelines for control of access and movement of people and vehicles in the indoor and outdoor areas of the principal place of business, we kindly request the Shareholders, and also their legal representatives in the Meeting called herein, to arrive at least 30 minutes before the time such Meeting is scheduled to start, in order to ensure observance of the procedures of training on the basic HSE instructions in force at the Company, which are available for consultation at its principal place of business.

 

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RELATED DOCUMENTS AND LINKS

 

Braskem S.A.:                                                             www.braskem.com.br Investors' Relations - Braskem S.A.:                              www.braskem-ri.com.br/ Comissão de Valores Mobiliários [ Securities and Exchange Commission ] – CVM:               www.cvm.gov.br BM&FBovespa:                                                            www.bmfbovespa.com.br Instituto Brasileiro de Governança Corporativa [ Brazilian Institute for Corporate Governance ]:               www.ibgc.org.br Associação Brasileira da Indústria Química [ Brazilian Chemical Industry Association ] – ABIQUIM:     www.abiquim.org.br

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EXHIBIT 1 FORM OF POWER OF ATTORNEY - INDIVIDUAL

 

 

POWER OF ATTORNEY

 

 

 

By this private instrument and pursuant to law, __________________________, resident and domiciled at _________________, enrolled in the Individual Taxpayers' Register of the Ministry of Finance (CPF/MF) under No. __________________, appoints and constitutes as its attorney-in-fact _____________________________, to which it grants special powers to represent the interests of the Grantor in the Ordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1561, Complexo Petroquímico de Camaçari, CEP 42.810-000, Municipality of Camaçari, State of Bahia, enrolled in the National Register of Legal Entities (CNPJ) under No. 42.150.391/0001-70, to be held on September 29, 2017 , at 10:00 a.m., with powers to resolve, discuss and vote on the matters set forth in the agenda, to examine and approve documents and accounts, to contest, agree, sign minutes and attendance books.

 

 

________________, _____________ ____, 2017.

 

 

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EXHIBIT 2: FORM OF POWER OF ATTORNEY - LEGAL ENTITY

 

 

 

POWER OF ATTORNEY

 

 

 

By this private instrument and pursuant to law, __________________________, with principal place of business at _________________, enrolled in the National Register of Legal Entities under No. __________________, herein represented by its undersigned Officers, appoints and constitutes as its attorneys-in-fact _____________________________, to which it grants special powers to, (jointly or individually) (regardless of order of appointment), represent the interests of the Grantor in the Ordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1561, Complexo Petroquímico de Camaçari, CEP 42.810-000, Municipality of Camaçari, State of Bahia, enrolled in the CNPJ under No. 42.150.391/0001-70, to be held on September 29, 2017, at 10:00 a.m., with powers to resolve, discuss and vote on the matters set forth in the agenda, to examine and approve documents and accounts, to contest, agree, sign minutes and attendance books.

 

 

________________, _____________ ____, 2017.