Results
Braskem SA
Braskem SA
06/30/2021 | Press release | Distributed by Public on 06/30/2021 04:01
MANUAL FOR SHAREHOLDERS’ PARTICIPATION IN BRASKEM’S EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY 30, 2021 (Form 6-K)
MANUAL FOR SHAREHOLDERS' PARTICIPATION IN
BRASKEM'S EXTRAORDINARY GENERAL MEETING
TO BE HELD ON JULY 30, 2021
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TABLE OF CONTENTS
| MESSAGE FROM MANAGEMENT | 3 |
| GUIDELINES FOR SHAREHOLDERS' PARTICIPATION AND DEADLINES | 5 |
| CALL NOTICE | 9 |
| RELATED DOCUMENTS AND LINKS | 13 |
| ATTACHMENT 1: FORM OF POWER OF ATTORNEY - INDIVIDUAL | 14 |
| ATTACHMENT 2: FORM OF POWER OF ATTORNEY - LEGAL ENTITY | 15 |
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MESSAGE FROM MANAGEMENT
Dear Shareholders,
In line with our commitment to continuously search for the best Corporate Governance practices, we have created this manual for shareholders' participation in the Company's Extraordinary General Meeting ('Manual'), to be held on July 30, 2021, at 03:00 p.m., in an exclusively digital manner, pursuant to article 4, paragraph 2, item I, and article 21-C, paragraphs 2 and 3 of CVM Ruling No. 481, of December 17, 2009 ('CVM Ruling 481'), through digital platform Webex ('Digital Platform' and 'Meeting', respectively).
The meeting was called to appraise the following agenda ('Agenda'):
1.To resolve upon the amendment and restatement of the Company's Bylaws, according to the changes contained in the Management Proposal, to transform the Compliance Committee into a Compliance and Audit Committee, set pursuant to the Bylaws.
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GUIDELINES FOR SHAREHOLDERS' PARTICIPATION AND DEADLINES
With the purpose of instructing the Shareholders regarding the procedure for participating in the Meeting, we provide this Manual.
The information related to such resolutions is available to the Shareholders in the Company's office located at Rua Lemos Monteiro, nº 120, 24º andar, Butantã, City of São Paulo, State of São Paulo - CEP 05501-050, under the care of the Company's Investor Relations Department, with Mrs. Rosana Cristina Avolio, at the websites of the Company (www.braskem-ri.com.br), of the Brazilian Securities Commission ('CVM') (www.cvm.gov.br) and of B3 S.A. - Brasil, Bolsa, Balcão ('B3') (www.b3.com.br). The information and documents referred to in articles 9, 10, 11 and 12 of CVM Ruling 481 were duly presented to the CVM through the Empresas.Net System.
Shareholders' Participation
The Meeting shall be held in an exclusively digital manner, reason why the Shareholders may only participate via Digital Platform, in person or through an attorney-in-fact duly appointed pursuant to article 21-C, paragraphs 2 and 3 of CVM Ruling 481, in which case the Shareholders may: (i) simply take part in the Meeting, whether the Shareholders have sent in the Bulletin or not; or (ii) participate and vote at the Meeting.
The Shareholders that wish to participate in the Meeting must send an e-mail [email protected], with a request for confirmation of receipt, at least 2 days in advance of the date scheduled for the Meeting, that is, by July 28, 2021, the following documents: (i) evidence issued by the financial institution depositary of the book-entry shares held thereby, proving ownership of the shares at least 8 (eight) days prior to the Meeting; (ii) if the Shareholder is a legal entity, articles of incorporation, bylaws or articles of association, minutes of the Board of Directors' election (if any) and minutes of the Executive Board election that prove the powers of representation; (iii) if the Shareholder is an investment fund, the fund's regulation, together with the information referred to above in relation to its administrator or manager; (iv) additionally, in the case of representation of a Shareholder (individual, legal entity or investment fund) by proxy, the respective power of attorney, granted in compliance with article 126, paragraph 1, of Law 6,404/76; and (v) in relation to the Shareholders participating in the fungible custody of registered shares, a statement with the respective equity interest, issued by the competent body.
We note that access to the Digital Platform shall be forbidden for shareholders that do not submit the necessary participation documents within the deadline set herein, pursuant to article 5, paragraph 3, of CVM Ruling 481.
The Company shall send the individual invitations to access the Digital Platform and the respective instructions to access the Digital Platform to the Shareholders that have submitted their requests within the deadline and under the conditions above. The Shareholder that participates through the Digital Platform shall be deemed present at the Meeting and may exercise its voting rights and sign the respective Meeting Minutes, pursuant to article 21-V, paragraph 1, of CVM 481.
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If the Shareholder that has properly requested to participate does not receive from the Company the e-mail with the instructions for access and participation in the Meeting at least 24 hours in advance of its holding (that is, by 03:00 p.m. of July 29, 2021), it shall get in touch with the Company through phone number +55 (11) 3576-9531 - in any event, before 12 noon of July 30, 2021, so that its respective access instructions are resent (or provided over the phone).
The Company shall provide technical support in case the Shareholders have any problems participating in the Meeting. However, the Company takes no responsibility for any operational or connection issues the Shareholder may face, nor for any other possible matters not related to the Company, which may hinder or prevent the Shareholder from participating in and voting at the Meeting.
The Company also recommends that the Shareholders become familiar with the use thereof beforehand, as well as that they ensure the compatibility of their electronic devices with the use of the platform (by video and audio).
Additionally, the Company asks the Shareholders to, on the day of the Meeting, access the Digital Platform at least 15 minutes before the time scheduled for the Meeting to start, to enable access validation and participation of all Shareholders using it.
Foreign Shareholder Preset at the Meeting
Foreign Shareholders must submit the same documents as Brazilian Shareholders, and exceptionally for this Meeting the Company shall waive the need for notarization, consularization, annotation and sworn translation of all representation documents of the Shareholder, sufficing to send a simple copy of the original counterparts of all such documents to the Company's e-mail stated above.
American Depositary Receipt Holders
American Depositary Receipt Holders are represented by The Bank of New York Mellon ('BONY'), as depositary institution, pursuant to the Deposit Agreement entered into with the Company.
Forwarding the Documentation
The Shareholders that wish to participate in the Meeting must send to e-mail address [email protected], with a request for receipt confirmation, at least 2 days in advance of the date scheduled for the Meeting, that is, by July 28, 2021, a simple copy of the original counterparts of the following documents: (i) evidence issued by the financial institution depositary of the book-entry shares held thereby, proving ownership of the shares at least 8 (eight) days prior to the Meeting; (ii) if the Shareholder is a legal entity, articles of incorporation, bylaws or articles of association, minutes of the Board of Directors' election (if any) and minutes of the Executive Board election that prove the powers of representation; (iii) if the Shareholder is an investment fund, the fund's regulation, together with the information referred to above in relation to its administrator or manager; (iv) additionally, in the case of representation of a Shareholder (individual, legal entity or investment fund) by proxy, the respective power of attorney, granted in compliance with article 126, paragraph 1, of Law 6,404/76; and (v) in relation to the Shareholders participating in the fungible custody of registered shares, a statement with the respective equity interest, issued by the competent body. Access to the Digital Platform shall be forbidden for shareholders that do not submit the necessary participation documents within the deadline set herein.
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The Company explains that, exceptionally for this Meeting, the Company shall waive the sending of the physical counterparts a of the Shareholders' representation documents to the Company's offices, as well as the certification of the authenticity of the grantor's signature on the power of attorney for representation of the Shareholder, the notarization, the consularization, the annotation and the sworn translation of all of the Shareholder's representation documents, sufficing to send a simple copy of the original counterparts of said documents to the Company's e-mail stated above. The Company does not accept powers of attorney granted by Shareholders through electronic means (i.e., digitally signed powers of attorney without any digital certification).
Voting Impediments
Pursuant to the Corporations Law, a Shareholder may not vote on resolutions of the general meeting related to the approval of its accounts as administrator, nor on any other resolutions which may specifically benefit said Shareholder or in which it and the Company have conflicting interests.
If any of the attending shareholders claim an alleged conflict of interests of a Shareholder, which prevents it from voting in the meeting, or in another legal event of vote impediment, and if the Shareholder itself has not declared its impediment, the presiding board of the Meeting shall suspend the resolution to listen to and receive such allegation, together with any counterclaims of such Shareholder, before voting on the matter. The chairman of the Meeting himself may, if he verifies a vote obstruction, request a clarification on the situation from the shareholder before voting the matter.
In line with the understanding of the CVM, in situations in which the vote obstruction is unequivocal and the shareholder does not abstain from voting, the chairman of the meeting has the power to declare such obstruction, and he is not allowed to obstruct the vote in other situations, without prejudice to the legal provisions on the possible annulment of the vote cast.
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BRASKEM S.A.
NATIONAL REGISTER OF LEGAL ENTITIES (C.N.P.J.) No. 42.150.391/0001-70
STATE REGISTRATION (NIRE) 29300006939
A Publicly-Held Company
CALL NOTICE
EXTRAORDINARY GENERAL MEETING TO BE HELD
ON JULY 30, 2021
The shareholders of BRASKEM S.A. ('Shareholders' and 'Company', respectively) are hereby called to meet an Extraordinary General Meeting, in an exclusively digital manner, pursuant to article 4, paragraph 2, item I, and article 21-C, paragraphs 2 and 3, of CVM Ruling No. 481, of December 17, 2009 ('CVM Ruling 481'), to be held on July 30, 2021, at 03:00 p.m., through digital platform Webex ('Digital Platform' and 'Meeting', respectively), to resolve upon the following Agenda:
1.To resolve upon the amendment and restatement of the Company's Bylaws, according to the changes contained in the Management Proposal, to transform the Compliance Committee into a Compliance and Audit Committee, set pursuant to the Bylaws.
Camaçari/BA, June 30, 2021.
José Mauro Mettrau Carneiro da Cunha
Chairman of the Board of Directors
General Information:
1. The Management Proposal ('Proposal') encompassing all documentation related to the matter included in the Agenda, the other documents provided for in CVM Ruling No. 481, and other relevant information for the exercise of voting rights at the Meeting, were made available to the Company's Shareholders on this date, as provided for in CVM Ruling 481, and can be accessed through the websites of the Brazilian Securities and Exchange Commission ('CVM') (www.cvm.gov.br), of the Company (www.braskem-ri.com.br) and of B3 S.A. - Brasil, Bolsa, Balcão ('B3') (www.b3.com.br).
2. The Meeting shall be held in an exclusively digital manner, reason why the Shareholders may only participate via Digital Platform, in person or through an attorney-in-fact duly appointed pursuant to article 21-C, paragraphs 2 and 3 of CVM Ruling 481, in which case the Shareholders may: (i) simply take part in the Meeting, whether the Shareholders have sent in the Bulletin or not; or (ii) participate and vote at the Meeting.
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3. There will be no remote voting (remote voting ballot) pursuant to IN CVM 481 for the purposes of the Meeting
4. Documents necessary to access the Digital Platform:
The Shareholders that wish to participate in the Meeting must send an e-mail [email protected], with a request for confirmation of receipt, at least 2 days in advance of the date scheduled for the Meeting, that is, by July 28, 2021, the following documents: (i) evidence issued by the financial institution depositary of the book-entry shares held thereby, proving ownership of the shares at least 8 (eight) days prior to the Meeting; (ii) if the Shareholder is a legal entity, articles of incorporation, bylaws or articles of association, minutes of the Board of Directors' election (if any) and minutes of the Executive Board election that prove the powers of representation; (iii) if the Shareholder is an investment fund, the fund's regulation, together with the information referred to above in relation to its administrator or manager; (iv) additionally, in the case of representation of a Shareholder (individual, legal entity or investment fund) by proxy, the respective power of attorney, granted in compliance with article 126, paragraph 1, of Law 6,404/76; and (v) in relation to the Shareholders participating in the fungible custody of registered shares, a statement with the respective equity interest, issued by the competent body.
The access to the Digital Platform shall be forbidden for shareholders that do not submit the necessary participation documents within the deadline set herein, pursuant to article 5, paragraph 3, of CVM Ruling 481.
The Company explains that, exceptionally for this Meeting, the Company shall waive the sending of the physical counterparts a of the Shareholders' representation documents to the Company's offices, as well as the certification of the authenticity of the grantor's signature on the power of attorney for representation of the Shareholder, the notarization, the consularization, the annotation and the sworn translation of all of the Shareholder's representation documents, sufficing to send a simple copy of the original counterparts of said documents to the Company's e-mail stated above. The Company does not accept powers of attorney granted by Shareholders through electronic means (i.e., digitally signed powers of attorney without any digital certification).
5. Detailed information on the rules and procedures for participating and/or voting in the Meeting, including instructions regarding access to the Digital Platform are contained in the Manual for Shareholders' Participation in the Meeting, in the Company's Management Proposal and other documents available in the websites of the CVM (www.cvm.gov.br), of the Company (www.braskem-ri.com.br) and of B3 (www.b3.com.br).
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RELATED DOCUMENTS AND LINKS
| Braskem S.A.: | www.braskem.com.br |
| Investor Relations - Braskem S.A.: | www.braskem-ri.com.br |
| Brazilian Securities Commission - CVM: | www.cvm.gov.br |
| Securities and Exchange Commission - SEC: | www.sec.gov |
| B3 S.A. - Brasil, Bolsa, Balcão: | www.b3.com.br |
| Brazilian Institute for Corporate Governance: | www.ibgc.org.br |
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ATTACHMENT 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 Economy (CPF/ME) 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 Extraordinary General Meeting of Braskem S.A., with registered office at Rua Eteno, nº 1,561, Polo Petroquímico, in the City of Camaçari, State of Bahia, enrolled in the National Register of Legal Entities of the Ministry of Economy (CNPJ/ME) under No. 42.150.391/0001-70, to be held on July 30, 2021, at 3:00 p.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.
_______, ___________ , 2021.
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ATTACHMENT 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 of the Ministry of Economy ('CNPJ/ME') 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 Extraordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1,561, Polo Petroquímico, in the City of Camaçari, State of Bahia, enrolled in the CNPJ under No. 42.150.391/0001-70, to be held on July 30, 2021, at 03:00 p.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.
_______, ___________ , 2021.
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GUIDE TO USING THE WEBEX PLATFORM FOR ACCESS AND PARTICIPATION
The Company, once again reiterating its commitment to the adoption of measures to combat the pandemic of COVID-19, as well as aiming at the health, well-being and safety of its Shareholders, clarifies that the Digital Webex Platform was chosen to carry out the Shareholders Meeting because it fulfills the requirements provided for in art. 21-C Paragraph 1 of IN CVM 481, as it allows Shareholders the opportunity to express themselves and have simultaneous access to documents that have not been previously presented and that are presented during the Meeting. In addition, the Digital Platform allows full recording of the Meeting, as well as communication between participants, through the option 'Chat' on the platform (see how to use this function in item 2.3 below).
Therefore, the Company makes the instructions below available to its Shareholders to serve as a guide / manual for using the Digital Platform on the day of the Meeting, in order to facilitate the participation of all those involved in the event.
Introductory Information
In order to have access to the Meeting, Shareholders must request an access link to the Meeting via email to [email protected], by July 28, 2021. The request must be accompanied by the necessary documents to participate in the meeting. Meeting, which were duly indicated in the Call Notice, in the Management Proposal and in this Manual for Participation in the Meeting.
The access to the Meeting via the Digital Platform will be restricted to shareholders or their representatives / attorneys-in-fact ('Participants'), members of the Company, and other persons whose presence is mandatory under the law or applicable regulation. The links to access the Digital Platform, containing the individual invitations, will be sent to the e-mail addresses that made the access request. Only one individual invitation will be sent per Participant.
The Company hereby informs that it will not authorize the participation in the Meeting of any Participant who has not requested the access link within the period indicated above, as well as for the Participants who request the link, but did so without presenting the necessary participation documents within the period above.
Participants who are accredited within the period indicated above undertake, as of now, to: (i) make use of individual invitations only and only for participation in the Meeting; (ii) not to transfer or disclose, in whole or in part, the individual invitations to a third party, whether a shareholder or not, the invitation being very personal and non-transferable; and (iii) do not record or reproduce, in whole or in part, nor transfer, to a third party, whether he is a shareholder or not, the content or any information obtained on the Digital Platform during the Meeting.
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If a certain Participant, duly qualified, does not receive the link to access the Meeting up to 24 (twenty four) hours in advance of the opening hours of the Meeting (that is, until 3 p.m. on July 29, 2021), he / she must enter contact the Investor Relations department of the Company, by phone +55 (11) 3576-9531, no later than 12:00 noon on July 30, 2021, so that they can be sent back (or provided by phone) respective access instructions.
The Digital Platform is available for use via computer (desktop or laptops and the like) and via cell phone, through the Webex app, for Apple and Android phones. The Participant who chooses to participate in the Meeting via cell phone must download the Webex application on his mobile phone.
Recommendations
We suggest that Participants access the Digital Platform at least 15 (fifteen) minutes before the beginning of the Meeting, in order to avoid possible operational problems with the tool.
The Company recommends that Participants test and familiarize themselves previously with the Digital Platform, in order to avoid any surprises regarding the incompatibility of their electronic equipment with the tool, in addition to possible problems with its use on the day of the Meeting.
All Participants will start the Assembly with their microphones and videos disabled, and the event organizer must release them. Thus, after the presentation on each matter included in the Agenda of the Meeting, the Participant who wants to speak up must use the option 'Questions and Answers' on the Digital Platform to register such request, so that the Participants will be given the floor in the order where requests are received by the Bureau. The manifestation will be exercised when the organizer of the event releases the audio of the requesting Participant.
As detailed in item 2 below, it should be noted that the platform's 'Questions and Answers' function is not to be confused with the 'Chat' function. Only through the 'Questions and Answers' function will Participants be able to address the Bureau, including for the purposes of voting.
The 'Chat' function can be used for communication between Participants.
Responsibilities and Rights
Braskem will not be responsible for connection problems that the Participants may face and other situations beyond the Company's control, such as instability in the internet connection or incompatibility of the Digital Platform with the Participant's equipment. As a result, we remind you that your experience may vary according to the browser and settings of your equipment (computer or cell phone).
The Company reserves the right to use any information contained in the recording of the Meeting to: (i) record the Participants' statements and also to view the documents presented during the Meeting; (ii) registration of the authenticity and security of communications during the Meeting; (iii) registration of the attendance and votes cast by the Participants; (iv) compliance with any legal orders from competent authorities; and (v) defense of the Company, its administrators and contracted third parties, in any judicial, arbitration, regulatory or administrative sphere.
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Technical support
The Company will provide remote technical support to Participants (pay attention to the recommendations described above), which will be provided via telephone 11 3576-9681.
Below, we have a brief guide, containing basic instructions for access (item 1) and participation in the Assembly (item 2), as well as how the tools available on the Digital Platform can be used by the Participants.
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1 - HOW TO JOIN THE MEETING
1st Step: You will receive an email from the sender [email protected] containing an invitation to access the Meeting. A password will be included in the body of the email, which will be requested for registration.
Important: If you cannot find the e-mail, check your SPAM box and validate with your IT team that the e-mails from the sender @ webex.com are released.
2nd Step: By clicking on the invitation button, there will be a redirection to the CISCO WEBEX website. Register your registration for the Meeting by clicking on the 'Register' button.
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3rd Step: Inform the password received by email (1st step) and click on 'Send'.
4th Step: Fill in the fields with the requested data and click on 'Send'.
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At the end of the registration, the screen below will appear
5th Step: Click on 'Done' and wait for the confirmation email as shown in the image below.
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6th Step: When your participation in the event is approved, a new confirmation email will be sent. Open the e-mail and click 'Accept' to insert the event in your calendar and until the time of the event (preferably 15 minutes before the scheduled time), click 'Enter the event'.
IMPORTANT: the event will only be available 15 minutes before the scheduled time.
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7th Step: Until the scheduled time, click on 'Enter now' to join the Meeting.
NOTE: The 'Enter' button will only be available when the event starts
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2 - HOW TO PARTICIPATE / VOTE DURING THE ASSEMBLY
2.1 Introductory Information
Participants who take part in the Meeting via the Digital Platform will, for all legal purposes, be considered present at the Meeting and, as such, will be considered subscribers to the respective minutes and the Shareholders' Attendance Book of the Company, under the terms of Article 21- V, § 1 of CVM Instruction 481.
2.2 Asking for the floor and voting - 'Questions and Answers'
All Participants will start the Meeting with their microphones and videos disabled, and the event organizer must release them. Thus, after the presentation on each matter included in the Agenda of the Meeting, the Participant who wants to speak up must use the option 'Questions and Answers' on the Digital Platform to register such request, so that the Participants will be given the floor in the order where requests are received by the Bureau. The demonstration will be exercised when the organizer of the event releases the audio of the requesting Participant.
Participants who wish to speak in writing must forward their speech to the Meeting's Board by the end of the Meeting, by e-mail [email protected].
Participants who wish to express their opinion on any matter not related to the Meeting's agenda must use the contact channel with the Company through the Investor Relations area.
Below, we point out the step by step to use this function on the Digital Platform:
1st Step: To participate in the ongoing vote or to ask for the floor during the event, use the 'Questions and Answers' resource. To do so, click on the icon highlighted below.
2nd Step: Afterwards, to participate in the ongoing vote or to ask for the floor, just click on the 'Questions and Answers' function and express your interest in using the microphone. When it is your turn, the event organizer will release your microphone so you can speak:
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IMPORTANT NOTE: The Company informs that it will only receive requests for statements made via the 'Questions and Answers' function. Thus, requests for manifestations via the 'Chat' function (see item 2.3 below) will not be received by the Meeting Bureau.
2.3. Text messages - Via Chat (Conversation between participants)
1st Step: The 'Chat' function can be used for communication between the Participants. To send a text message, click on the 'Chat' button:
2nd Step: A new window will appear on the side of your screen. Choose the Participants, type your message and press the key| 22 |
Any doubts or clarifications on the above may be resolved or requested, as the case may be, by contacting the Company's Investor Relations Department, by email to [email protected]
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