There are two types of shares in the Brazilian market: Common and Preferred.
Common shares are those that confer shareholders the right to participate in a company’s earnings and the right to vote at shareholder’s meetings.
Preferred shares are characterized for having priority upon the distribution of dividends and, in the event the company is dissolved, they have priority in receiving the distribution of its capital. Preferred shares do not confer the right of vote in shareholder’s meetings, except in special situations. In general, a larger percentage is set aside for preferred shares than for common shares for the purpose of the distribution of dividends. Braskem preferred shares are divided into two different classes: Class A (PNA) and Class B (PNB).
Regarding form, shares are nominative or book entry
Braskem chose the book entry form for its shares since the system offers greater safety and convenience for shareholders.
The most important trading market for Braskem’s common shares (BRKM3), class A preferred shares (BRKM5) and class B preferred shares (BRKM6) is the São Paulo Stock Exchange, BM&Bovespa. Its common shares and class A preferred shares began traded on the São Paulo Stock Exchange on November 11, 1980. Our class B preferred shares began traded on the São Paulo Stock Exchange on August 19, 1983.
On December 21, 1998, ADSs representing our class preferred shares (BAK) began being traded on The New York Stock Exchange.
On October 8, 2003, Braskem listed its class A preferred shares (XBRK) on the LATIBEX, a stock market for Latin American issuers that is quoted in euros on the Madrid Stock Exchange. Our class A preferred shares are traded on the LATIBEX in unitary lots.
According to the third paragraph of Braskem’s Bylaws, class B preferred shares can be converted into class A preferred shares at any time at a ratio of two class B preferred shares for each class A preferred share.
To make this transaction, the shareholder must contact the depositary bank, Banco Itau on the following phone number: +55 (11) 3003-9285 capital and metropolitan areas or 0800 7209285 other localities.
In 2000, B3 introduced three special segments for listing, known as Level 1 and 2 of Differentiated Corporate Governance Practices and Novo Mercado. The objective was to create a secondary market for securities issued by Brazilian public companies that follow best corporate governance practices.
These new listing segments have been designed for the trading of shares issued by companies that voluntarily undertake to abide by corporate governance practices and disclosure requirements in addition to those already required under the Brazilian Corporation Law. The inclusion of a company in any of the new segments requires adherence to a series of corporate governance rules. These rules are designed to increase shareholders´ rights and enhance the quality of information provided by Brazilian corporations. Braskem joined BM&FBovespa´s Corporate Governance Level 1 on February 13, 2003.
Shareholders and others who have ownership rights over Braskem shares can receive services through the branches of Banco Itaú, the bank that acts as the custodian of registered shares. Services offered include:
- Information about shareholdings;
- The transfer of shares (between individuals, due to death, by judicial order, for consolidation/breakup of deposit accounts);
- The receipt of shareholder activation documents;
- Share subscription;
- The payment of dividends and interest on own capital;
- Registration changes (change in name of shareholder, of address, of bank account, of the setting up or the closing of a bank account for the crediting of dividends);
- Change of CPF/CNPJ, change of number or type of identity document;
- Annotation of the blocking of shares;
- Bonuses, share consolidation and splits, mergers and spinoffs.
Shareholders may receive service via mail. For this, the correspondence must be signed by the shareholder and be accompanied by a notarized copy of the identification documents. The sharerholder has to reach Banco Itau to get the mail addresss.
Banco Itaú is available for answering shareholder questions by phone at: +55 (11) 3003-9285 capital and metropolitan areas or 0800 720 8285 other localities.
The shareholding position may only be disclosed to the shareholder himself or a person who has been formally authorized for this purpose. The proper documentation must be presented to a branch agency of Banco Itaú.
To receive service at depositary banks, shareholders should present the following documents (original or notarized copy):
Individuals (for minors, please see specific topic):
- Identity Document;
- Proof of Residence.
- Death certificate, CPF of the shareholder and RG (Identity Document) and CPF(s) of the heir(s);
- Estate executor’s inventory list, of the shareholder and RG and CPF(s) of the heir(s);
- Judicial order or inventory list where the CPF of the shareholder and the heir(s), the quantity, type and issuing company must be listed;
Individual company (commerce or service provider)
- Individual signature (commerce or service provider)
- Registry with the city government of trade board;
- Updated CNPJ (former CGC) card;
- Legally valid Negative Tax Debt Certificate issued by the city government or the trade board;
- CPF and identity card of the owner.
- Updated CNPJ (former CGC) card;
- CPF and identity document of the representative;
- Minutes of the meeting that elected the representative;
- Company by-laws.
Ltda (limited partnership company
- Updated CNPJ (former CGC) card;
Contract for opening the company and the latest contract change (with legally valid certification from the trade board, if altered more than 12 months previously);
CPF and RG (Identity Document) of the partner/director.
S. A. (corporation)
- Updated CNPJ (former CGC) card
- Company by-laws;
- Minutes of the election of the current executive management;
- CPF and identity document of the company directors.
S/C (civil company)
- Updated CNPJ (former CGC) card;
- Contract for opening the company and the latest contract change (with legally valid certification from the trade board, if altered more than 12 months previously);
- CPF and identity documents of the managing partners
Minors under 21 can trade their shares if represented by their parents or a legal guardian, who must possess personal documents and documents proving they are responsible for the minor. In the case of minors under 16, a Citst Order must be presented authorizing the sale or transfer of title of the shares.
By power of attorney
The holder of the power of attorney must present a notarized original copy to proxy instrument. According to its purpose, the following requirements must be satisfied:
A power of attorney for request of the shareholding position or to receive income. The power of attorney must:
- Contain/Give full authority for this purpose before the company that issued the shares;
- Must contain the name and CPF of shareholder.
- Power of attorney to transfer shares. The power of attorney must:
- Contain full authority for this purpose:
- Be granted individually and be irrevocably and non-retractably binding on the company that issued the shares;
- List the quantity and type of shares and the destination of the transfer.
- Contain attachments, notarized copies of the transferring party’s RG (Identity Document) and CPF, if the shareholder is an individual. Companies must present the above-mentioned documents.
Furthermore, all powers of attorney must:
- Contain only one grantee;
- Contain a public title, if issued in different legal jurisdictions than where they are being presented;
Shareholders should go to any branch of Banco Itaú and, according to the type of change that needs to be made, present a notarized copy of the documentation listed below:
- Shareholders must present RG, CPF and recent proof of residence, which must be in their name.
b) Name, marital status:
- Shareholders must present the documentation that changed their name (marriage certificate, divorce, contractual change, etc.).
- Shareholders must present the previous CPF/CNPJ and the current one or the PEX contract and the current CPF/CNPJ.
Earnings may be paid in two ways: dividends or interest on own capital. The distribution of dividends is conducted on an annual basis, as long as the company has posted profits during the period in question and the balance of the accumulated profit / loss account is positive.
Interest on own capital may be distributed less frequently than annually. The shareholder, if he is an account holder of Banco Itaú, will receive the credits related to the earnings, automatically in his current account. If you are not a bank account holder, you should go to any branch with your identification documents.
The dividends may be received through a credit deposit in their bank account, for which the shareholder need only maintain an updated registration of the account data with Banco Itaú, the depositary institution for the Braskem Group´s shares.
If the shareholder does not have a current bank account, dividends can be received in cash at any branch of Banco Itaú.
Earnings will be available to shareholders for a period of 3 (three) years as of the initial date of payment. At the end of this term, the dividends are extinguished, and the amounts revert to the company.
An ex-dividend share is that which is acquired after the holding of the shareholders’ meeting that decided about the distribution of dividends. The dividends are credited in favor of the prior shareholder; that is, the one who held the rights to the share upon the date of the meeting, with the rights belonging to those who were shareholders before the meeting.
First of all, we suggest that you study the subject on B3 website, which offers basic courses about the Stock Market. The next step is to look for a Securities Broker, those firms carry out buy and sell orders at B3 and is able to provide professionals focused on market, sector and company analysis, that can assist in your investments decisions. A second way you can follow is trading shares directly via Home Broker. For this, it is mandatory that you are a customer of a B3 broker, that allows the trading of shares via the Internet.
The custodian registers the shares in the name of those who bought them, guaranteeing their ownership. Braskem’s shares are held in custody at Banco Itaú. It’s related to custody of bonds, securities, and financial assets, such as stocks, for example.
Generally, shares are traded according to a standard lot, in quantities fixed by the stock exchange. In the case of Braskem, the standard lot is 100 shares. There is, however, the possibility of trading fewer shares than the standard lot, in the so-called fractional market.
Braskem’s minority shareholders rights can be found in the “Article 9” of Company’s Bylaws. For more information, click here .
Shareholders will be entitled to receive a mandatory dividend of twenty-five percent (25%) of the net income for the fiscal year, determined at the end of each fiscal year according to the terms of the law pursuant to the rights granted by the law and the bylaws to the preferred shares.
According to the Company’s Dividends Policy, complementary distributions take into account the impact of such distribution on the Net Debt/EBITDA ratio of the Company: this indicator, after any distribution, must not be greater than 2.5 times in the current year and in the two (2) subsequent years, based on the long-term projections of the Company.
American Depositary Receipt (ADR) is a certificate, issued by US banks, representing shares of a company outside the United States. Many Brazilian companies have their shares traded on the New York Stock Exchange (NYSE) through this instrument. The company gains visibility in the international market and may find it easier to raise funds abroad, through loans or even issuing new shares.
Braskem’s ADRs are traded on the New York Stock Exchange with the BAK code.
ADR-ratio is the number of shares represented by a single ADR. In Braskem’s case, this ratio is 1:2 (one ADR is represented by two preferred shares).
The depositary of Braskem’s ADR program on the NYSE is Bank of New York Mellon (BONY). As depositary, BONY is the one who issues the ADR, keeps the owners’ register, books the trades and distributes the dividends in US dollars to the ADR holders, when there dividends distribution.
Braskem’s ownership structure is available in the following link.
All relevant facts, earnings releases, annual and quarterly financial statements, presentations, and other communications to the Braskem market are simultaneously disclosed on CVM/B3, SEC and on the Company’s investor relations website (https: //www.braskem. com.br/RI). In addition, all events are also sent by e-mail to everyone registered in IR’s website.
The contact for Braskem’s Investor Relations team can be found at this link.
Emails sent to the IR area will be answered within 48 hours (on working days).
The investor relations area is dedicated exclusively to serving shareholders and investors in general. For any questions not related to shareholders and investors in general, we advise you to contact Braskem through our institutional website, as indicated below.
- At the top of the site, click on “Contact” and in the “Area” field, select the field that best suits you.
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-accounting measure, being a financial indicator used to evaluate the results of a company without the influence of its capital structure, tax effects, interest rate fluctuations and other impacts without a direct impact on our cash flow.
We use EBITDA as a managerial (non-accounting) indicator, as we believe it is a practical measure to measure our operating performance, facilitating the comparability of our current structure over the years.