Shareholders’ Meetings

OEGM - 04/16/2019

Downloads

BRASKEM S.A.
C.N.P.J. No. 42.150.391/0001-70
NIRE 29300006939
A PUBLICLY-HELD COMPANY

 

MINUTES OF THE ANNUAL AND EXTRAORDINARY GENERAL MEETINGS
HELD ON APRIL 16, 2019

1. DATE, TIME AND PLACE: On April 16, 2019, at 10:30 a.m., at the principal place of business of BRASKEM S.A. ("Company"), located at Rua Eteno, nº 1.561, Polo Petroquímico de Camaçari, in the Municipality of Camaçari, State of Bahia. 2. CALL NOTICE: Call Notice published pursuant to article 124 of Corporation Law No. 6,404/76 ("LSA"), in editions of newspaper "O Correio da Bahia" dated March 16, 17 and 18, 2019 and in editions of newspaper "Diário Oficial do Estado da Bahia" [Official Gazette of the State of Bahia] dated March 16, 19 and 20, 2019. 3. PUBLICATIONS: The following documents were published according to Article 133 of the LSA: (i) Notice to Shareholders stating that the management report on the corporate business and the main administrative facts of the year ended on December 31, 2018, the financial statements accompanied by the respective explanatory notes, the opinion by the KPMG Auditores Independentes and the report from the Fiscal Council were placed at the disposal of the shareholders at the Company's headquarters, as published in the newspaper "O Correio da Bahia" In the editions of March 16, 17 and 18, 2019 and in "Diário Oficial do Estado da Bahia" [Official Gazette of the State of Bahia] In the editions of March 16, 19 and 20, 2019; and (ii) the management  report on the corporate business and the main administrative facts of the fiscal year ended on December 31, 2018, the financial statements accompanied by the respective explanatory notes, the report from the KPMG Auditores Independentes for the fiscal year ended on December 31, 2018, dated March 12, 2019, as well as the report from the Fiscal Council dated March 13, 2019, were published in the newspaper "O Correio da Bahia" and "Diário Oficial do Estado da Bahia" [Official Gazette of the State of Bahia] on March 21, 2019; The above documents were made available to the shareholders at the Company's principal place of business and published on the electronic pages of the Securities and Exchange Commission ("CVM") and of the Company more than one (01) month in advance of this date, under the terms of the LSA and the applicable CVM regulations. The other documents and information relating to the Agenda, according to CVM Ruling No. 481 of December 17, 2009, as amended ("CVM Ruling 481") and CVM Ruling No. 480 of December 7, 2009, as amended ("CVM Ruling 480"), were disclosed to the shareholders of the Company by presenting them a few times to CVM, through System Empresas.Net, on March 15, 18 and 21, 2019, respectively. 4. ATTENDANCE: The shareholders representing ninety-seven point eight percent (97.8%) of the voting capital of the Company attended the Annual and Extraordinary General Meeting held at the Company's principal place of business or exercised their right of remote participation, under article 121, sole paragraph of the LSA and CVM Ruling 481, as verified by: (i) the signatures below and those placed in the "Shareholders' Attendance Book"; and (ii) the valid remote vote ballots received by means of the Central Depository of B3 S.A. - Brasil, Bolsa, Balcão ("B3") or by the bookkeeping agent for the shares issued by the Company, pursuant to the terms of CVM Ruling 481. The presence of shareholders representing sixty-eight point nine percent (68.9%) of the preferred shares issued by the Company, was also registered. Mr. Anselmo Neves Macedo, as representative of KPMG Auditores Independentes, the Company's independent auditor for the purposes of article 134, paragraph 1, of the Corporation Law, Mr. Ismael Campos de Abreu, as member of the Fiscal Council of the Company, pursuant to article 164 of the Corporation Law, and Mr. Gustavo Sampaio Valverde, representative of the Company's management, were also present at the Meeting, all of whom were available to provide clarifications about the subjects contained in the Agenda. 5. COMPOSITION OF THE PRESIDING BOARD: Chairwoman: Mrs. Paula Cristina Penteado Magalhães Azevedo; and Secretary: Mrs. Alessandra Ordunha Araripe, chosen as established in clause 16, paragraph 3 of the Bylaws of the Company. 6. REPORT FROM THE FISCAL COUNCIL: The Company's Fiscal Council, in its Report issued on March 13, 2019, was favorable to the approval, by the General Meeting, of the Annual Management Report, the Individual and Consolidated Financial Statements, and respective Explanatory Notes, and the Report from the Independent Auditors, as well as the proposal for allocation of results, all related to the fiscal year ended on December 31, 2018. 7. AGENDA  - 7.1. ANNUAL GENERAL MEETING: (1) Review, discuss and vote on the Management Report and respective Managers' Accounts and Financial Statements of the Company, containing Explanatory Notes for the fiscal year ended on December 31, 2018, accompanied by the Independent Auditors' Report and the Fiscal Board's Report; (2) Examine, discuss and vote on the Management Proposal for the allocation of net profits for the fiscal year ended on December 31, 2018; (3) Resolve on the election of members of the Company's Fiscal Council; and (4) Resolve on the annual aggregate compensation of the managers and members of the Fiscal Council for the fiscal year ending on December 31, 2019. and 7.2. EXTRAORDINARY GENERAL MEETING: Resolve on the replacement of three (3) full members and one (1) alternate member of the Company's Board of Directors, indicated by the controlling shareholder, and by Petróleo Brasileiro S.A. ("Petrobras") for the remaining term of office in course, which will end at the time of the Annual General Meeting that will review the managers' accounts for the fiscal year ending on December 31, 2019