Tax I.D. (CNPJ) No. 42.150.391/0001-70
State Registration (NIRE) No. 29300006939
A PUBLICLY HELD COMPANY
MINUTES OF THE BOARD OF DIRECTOR'S MEETING
HELD ON JANUARY 27, 2021
1. DATE, TIME AND PLACE: On January 27, 2021, at 09:00.a.m, through conference call, due to the restrictions in force to the traffic of people caused by the COVID-19 pandemic.
2. CALL NOTICE, ATTENDANCE AND PRESIDING BOARD: Extraordinary Meeting called pursuant to the Bylaws of BRASKEM S.A. ("Company"), with the participation of the Board Members indicated below, through conference call. Board Member Roberto Lopes Pontes Simões also attended the meeting as a Chief Executive Officer. Vice-Presidents Pedro van Langendonck Teixeira de Freitas and Cristiana Lapa Wanderley Sarcedo, and Misses Marina Dalben, Ana Paula Tarossi, Ylana Jane dos Santos, Clarisse Mello Machado Schlieckmann and Lilian Porto Bruno also attended the meeting. The Chairman of the Board of Directors presided over the meeting, and Ms. Lilian Porto Bruno acted as secretary.
3. AGENDA, RESOLUTION AND SUBJECTS FOR ACKNOWLEDGEMENT OR SUBJECTS OF INTEREST TO THE COMPANY:
3.1. Resolution: After due analysis of the proposal submitted for resolution, which was previously forwarded to the Board Members and shall remain duly filed at the Company's Governance Portal, the following resolution was taken:
a) PD.CA/BAK-02/2021 - Definition of Limits of Delegation for the Contracting of Loans, Financing or Capital Markets Transactions by the Company's Executive Board - after presentation of the matter by Mr. Pedro van Langendonck Teixeira de Freitas and Ms. Marina Dalben, who also clarified the inquiries raised by the Board members regarding the increase in the gross debt limit, and after prior analysis of the proposal made by the Finance Committee with its respective comments, whom gave a favorable opinion on the approval of PD.CA/BAK-02/2021 as reported by the Finance Committee, PD.CA/BAK-02/2021 was approved to: (i) authorize, for the fiscal year of 2021 and until the first Board of Directors' meeting that will take place in 2022, the limit to the Executive Board contract loans, financing or capital market transactions (including, but not limited to, contracting of derivatives, foreign exchange agreements, advances on foreign exchange agreements, bank guarantees, assignment of receivables and letters of credit), in Brazil or abroad, regardless of a specific approval by the Board of Directors for each transaction, whenever the applicable laws or regulations do not require approval by the Board of Directors or by the General Meeting, on amounts per transaction of up to USD 250 million for transactions expressed in foreign currency, and up to BRL 1 billion for transactions expressed in Reais, always respecting, at the execution of the respective agreement, the Company's gross debt limit in the amount of USD 9.1 billion, excluding Braskem Idesa's Project Finance, as indicated in its latest financial statement or in the quarterly information form disclosed to the market; and (ii) to establish that the loans, financing or capital market transactions engaged in 2021 and until the first meeting of the Board of Directors to be held in 2022, with amounts, per transaction, higher than USD 40 million for transactions expressed in foreign currency and BRL 160 million for transactions expressed in Reais, be periodically informed to the Board of Directors, through the Finance and Investment Committee, including the main characteristics of such transactions. On the occasion, due to the considerations carried out by the Board members, if the gross debt disclosed to the market exceeds the amount of USD 8.1 billion, the Executive Board undertakes to revert the matter at the subsequent Board of Directors' meeting to reassess the maintenance or not of the USD 9.1 billion operational limit, without prejudice to operations that have already been approved following the delegation limits set herein.
3.2. Subjects for Acknowledgement: Nothing to record, since there are no subjects for acknowledgement on the Agenda of this meeting.
3.3. Subjects of Interest to the Company: Nothing to record, since there are no subjects of interest to the Company on the Agenda for this meeting.
4. ADJOURNMENT: As there were no further matters to be discussed, the meeting was closed and these minutes were drawn up, which, after read, discussed and found to be in order, were signed by all Board Members who attended the meeting, by the Chairman and by the Secretary.
São Paulo/SP, January 27, 2021.
José Mauro M. Carneiro da Cunha
Lilian Porto Bruno
|João Cox Neto||Andrea da Motta Chamma|
|Gesner José de Oliveira Filho||João Pinheiro Nogueira Batista|
|Julio Soares de Moura Neto||Marcelo Klujsza|
|Paulo Roberto Vales de Souza||Roberto Faldini|
|Roberto Lopes Pontes Simões||Rogério Bautista da Nova Moreira|