(Commission File No. 1-14862 )
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___
EXHIBIT 21
(CVM Ruling no. 481/09)
INFORMATION REGARDING THE APPRAISERS
1. List the appraisers recommended by the management
Answer: The management of Braskem S.A. (Braskem or Company) hired PricewaterhouseCoopers Auditores Independentes (PwC), established in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo, 1400, enrolled in the National Register of Legal Entities (CNPJ/MF) under no. 61.562.112/0002-01, originally registered with the Regional Accounting Council of the State of São Paulo under no. 2SP000160/O-5 and secondarily with the Regional Accounting Council of the State of Bahia under no. CRC 2SP000160/O-5 F BA (pwc), to prepare the appraisal of the book net equity of Companhia Alagoas Industrial - Cinal (Cinal), in order to determine the accounting entries into Braskem.
2. Describe the qualification of the recommended appraisers
Answer: pwc was nominated by Braskems management to issue the appraisal report of the book net equity of Cinal, first because it is the company which audits Cinal, which makes it the most qualified company to confirm Cinals net worth, as well as to guarantee synergies among evaluations carried out recently and such equity appraisal. Additionally, pwc has great experience in doing this type of work, with several similar reports filed in the Securities Commission.
3. Provide copy of all work and compensation proposals for the recommended appraisers
Answer: A copy of the work and compensation proposal for appraisers was made available to Braskems shareholders, through the IPE System, and can be found in CVMs website (www.cvm.gov.br) and BM&FBOVESPAs website (www.bmfbovespa.com.br).
4. Describe any relevant relationship in the past three (3) years between the recommended appraisers and parties related to the company, as defined in the accounting rules regarding this issue
Answer: pwc renders auditing services to the company which holds the share control of the Company, to its controlled companies and the Companys own controlled companies.
Companhia Alagoas
Industrial - CINAL
Valuation report of net book value
on September 30, 2010
Valuation report of the net book value of Companhia Alagoas Industrial CINAL on September 30, 2010
Management
Companhia Alagoas Industrial CINAL
Marechal Deodoro, Alagoas
(a) in accordance with the professional rules established by the Federal Accounting Board, we are not aware of any direct or indirect conflicts of interest or any other circumstances representing a conflict of interest with regard to the services rendered by us and described above; and
(b) we are not aware of any attempt by the Companys controlling shareholder or administrators to direct, limit, hinder or practice any acts that have or may have hindered the access to, the use or knowledge of information, assets, documents or work methodology relevant to the quality of the respective conclusions.
Salvador, November 23, 2010
PricewaterhouseCoopers Filipe Edmond Ayoub
Auditores Independentes Accountant CRC 1SP187402/O-4 S AL
CRC 2SP000160/O-5 S AL
Attachment to the valuation report of the net book value of
Companhia Alagoas Industria CINAL
Summarized balance sheet of CINAL as of September 30, 2010
In Brazilian real
Assets |
|
Liabilities |
|
Current assets |
|
Current liabilities |
|
Cash and cash equivalents |
360,840.12 |
Suppliers |
838,560.62 |
Accounts receivable from clients |
931,071.86 |
Wages and social charges |
420,121.26 |
Inventories |
1,295,312.58 |
Tax payable |
428,127.12 |
Taxes recoverable |
3,209,529.61 |
Advances from customers |
3,401.49 |
Prepaid expenses |
79,016.97 |
|
1,690,210.49 |
Other accounts receivable |
78,297.25 |
|
|
|
5,954,068.39 |
|
|
|
|
Non-current liabilities |
|
|
|
Taxes payable |
4,993,873.78 |
Non-current assets |
|
Related parties |
684,624.89 |
Taxes recoverable |
2,084,812.18 |
Other accounts receivable |
407,805.96 |
Judicial deposits |
3,284,903.32 |
|
6,086,304.63 |
Other accounts receivable |
1,419,163.91 |
|
|
Property, plant and equipment |
22,867,427.76 |
|
|
|
29,656,307.17 |
Shareholders Equity |
|
|
|
Capital stock |
55,641,513.31 |
|
|
Capital reserves |
4,244,552.10 |
|
|
Retained earnings |
(32,052,204.97) |
|
|
|
27,833,860.44 |
Total assets |
35,610,375.56 |
Total liabilities and shareholders equity |
35,610,375.56 |
This attachment is an integral and inseparable part of the appraisal report of the net book value of Companhia Alagoas Industrial on September 30, 2010, issued by PricewaterhouseCoopers on November 23, 2010.
Assets | Liabilities and shareholders' equity | |||||
Current assets | Current liabilities | |||||
Cash and cash equivalents | 360,840.12 | Suppliers | 838,560.62 | |||
Trade accounts receivable | 931,071.86 | Salaries and social charges | 420,121.26 | |||
Inventories | 1,295,312.58 | Taxes payable | 428,127.12 | |||
Taxes recoverable | 3,209,529.61 | Advances from customers | 3,401.49 | |||
Prepaid expenses | 79,016.97 | 1,690,210.49 | ||||
Other accounts receivables | 78,297.25 | |||||
5,954,068.39 | ||||||
Non current assets | Non current liabilities | |||||
Taxes recoverable | 2,084,812.18 | Taxes payable | 4,993,873.78 | |||
Judicial deposits | 3,284,903.32 | Related parties | 684,624.89 | |||
Other | 1,419,163.91 | Other payable | 407,805.96 | |||
Property. plant and equipment | 22,867,427.76 | 6,086,304.63 | ||||
29,656,307.17 | Shareholders' equity | |||||
Capital | 55,641,513.31 | |||||
Capital reserves | 4,244,552.10 | |||||
Accumulated deficit | (32,052,204.97) | |||||
27,833,860.44 | ||||||
Total liabilities and | ||||||
Total assets | 35,610,375.56 | shareholders' equity | 35,610,375.56 |
/s/ Joel Benedito Junior
Joel Benedito Junior
Contador
CRC-SP 113190-O/7
Gross Sales | 11,964,359.33 | |
Taxes and returns on sales | (1,551,548.46) | |
Net Sales revenue | 10,412,810.87 | |
Cost of Sales and services rendered | (7,591,231.51) | |
Gross profit | 2,821,579.36 | |
Operation (expenses) income | ||
Selling | ( 1,764,290.61) | |
General and administrative | (989,851.04) | |
Taxes | ( 190,756.05) | |
Depreciation | (409,345.65) | |
Proceeds from fixed assets and other disposals | (6,511.78) | |
Other operating (expenses) income. net | 162,475.88 | |
Operating loss before financial (expenses) income | (376,699.89) | |
Financial income (expenses) | ||
Financial expenses | (147,552.85 ) | |
Financial income | 39,081.89 | |
(108,470.96) | ||
Loss for the period | (485,170.85) |
/s/ Joel Benedito Junior
Joel Benedito Junior
Contador
CRC-SP 113190-O/7
Capital reserves | Accumulated | |||||||
Capital | Tax incentives | deficit | Total | |||||
At December 31, 2009 | 55,641,513.31 | 4,244,552.10 | (31,567,034.12) | 28,319,031.29 | ||||
Loss for the period | (485,170.85) | (485,170.85) | ||||||
At September 30, 2010 | 55,641,513.31 | 4,244,552.10 | (32,052,204.97) | 27,833,860.44 |
/s/ Joel Benedito Junior
Joel Benedito Junior
Contador
CRC-SP 113190-O/7
Exhibit 1
BRASKEM S.A.
CNPJ/MF No. 42.150.391/0001-70
The undersigned members of the Audit Committee of BRASKEM S.A., in the exercise of the competence set forth in article 163, item III of Law No. 6,404/76, at a meeting held on the date hereof, after examining all documents related to the proposal of merger of Companhia Alagoas Industrial - CINAL (Cinal) with and into the Company, namely: Protocol and Justification of Merger, containing the reasons, purposes, criteria and conditions of the transaction, Accounting Appraisal Report of Cinals Net Equity, on the base date of September 30, 2010, elaborated by pwc, in order to establish the accounting entries in Braskem, and Cinals Financial Statements, accompanied by the opinions of the respective independent auditors, concluded, unanimously, that the examined documents are in order, reason why they understand that the merger and the legal consequences arising from it are a legitimate representation of the interests of the Companys shareholders and are in compliance with the applicable legal and statutory rules and procedures, and issue a favorable opinion as to the approval of the aforementioned documents and proposal by the Extraordinary General Meeting to be called.
Marcos Antonio Silva Menezes Membro Titular e Presidente Aluizio da Rocha Coelho Neto Membro Titular |
Ismael Campos de Abreu Membro Titular Manoel Mota Fonseca Membro Titular |
Antonio Luiz Vianna de Souza
Membro Titular
Sede-Fábrica: Camaçari/BA - Rua Eteno, 1561, Polo Petroquímico de Camaçari - CEP 42810-000 - Tel.(71) 3413-1000
Escritórios: Salvador/BA - Av. Antonio Carlos Magalhães, 3224, 20,21 e 22 andares, Caminho das Arvores, Pituba - CEP 41.820-000 São Paulo/SP Av. das Nações Unidas, 8501, 23, 24, e parte do 25 andares, Alto de Pinheiros, CEP. 05425-070 Tel. (11) 3576-9999 Fax (11) 3576-9197
Braskem S.A.
Addendum to the
proposal for professional
independent audit services
August 2010
PricewaterhouseCoopers
Av. Francisco Matarazzo, 1400
Torre Torino
Caixa Postal 61005
05001-903 São Paulo, SP Brasil
Telephone: +55 (11) 3674-2000
www.pwc.com/br
August 25, 2010
Attn: Mr. Joel Benedito Junior
Management
Braskem S.A.
Salvador, Bahia
Dear Sir:
The objective of this letter is to complement our mutual understanding of the services proposed to Braskem S.A. of the audit services requested by Braskem S.A. for their subsidiary Companhia Alagoas Industrial (CINAL or Company) in our Letter of Proposal for the provision of independent audit services formalized between PricewaterhouseCoopers Auditores Independentes and Braskem S.A. on April 14, 2010. All clauses of said letter remain unchanged, except for the modification and addition of the following services to the scope of our work:
a) The audit examination of CINAL, planned for the base date of December 31, 2010, will be anticipated as per your request to the base date of September 30, 2010, while the remaining clauses of the agreement remain unchanged; and
b) The issue of the valuation report determining the net book value of CINAL on September 30, 2010, to be used for the merger of CINAL shares by Braskem S.A.
For the audit service presented herein we propose a fee of thirty thousand Brazilian reais (R$ 30,000.00), to be paid in a single installment due on September 20, 2010.
Braskem S.A.
The expenses related to our services, such as: airfare, accommodations, postage, photocopies, communications, meals, mileage and transportation, among others, will be charged at cost as they occur through debit notices issued separately from the audit fees, limited to the amount of ten thousand Brazilian reais (R$10,000.00).
Our fees are based on the following assumptions:
(a) The valuable and indispensable assistance of the companys employees for the advance preparation of the analyses (analysis request) and conciliations of accounts required to close the accounts, which is indispensable for the audit examination and for identifying and separating documents in the records.
Note that correctly and fully completing the analysis request (to be delivered in advance) and in timely fashion is critical for ensuring that our work is performed efficiently and within the number of hours budgeted in the proposal. The process we have adopted of requesting that our clients prepare these analyses and statements is very advantageous and economical, since it allows our time to be dedicated exclusively to the audit/review of the data related to the accounts and not to their compilation.
(b) Extraordinary consultations that involve our specialized departments or special services are subject to charges in addition to the fees described above, following your examination and prior approval.
(c) The fee amounts stated above include taxes, contributions and other charges applicable to the services contracted in accordance with governing law on the date of this proposal. In the case of Services Tax (ISSQN), since PricewaterhouseCoopers is a company formed by professionals who practice a legally regulated profession, it pays ISSQN tax in a fixed amount calculated based on the number of professionals that form the company, with the resulting amount already included in our fee.
(d) The schedule for visits, analyses and reports, and for the reports and analyses to be prepared by management, in alignment with PricewaterhouseCoopers, will be adequately formulated and met.
Braskem S.A.
If you are in agreement with services described in this letter and its requests, and if the terms above are acceptable, please send to our attention a copy of this letter with your signature in the spaces provided below
Sincerely,
/s/ PricewaterhouseCoopers
PricewaterhouseCoopers
Auditores Independentes
CRC 2SP000160/O-5 F BA
/s/ Felipe Edmond Ayoub
Felipe Edmond Ayoub
Accountant CRC 1SP187402/O-4 S BA
Both parties mutually agree to the services and terms defined herein.
Represented by:
/s/ Joel Benedito Junior Joel Benedito Junior |
SP, 22/08/2010 Date |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: December 01, 2010BRASKEM S.A. | |||
By: | /s/ Marcela Aparecida Drehmer Andrade | ||
| |||
Name: | Marcela Aparecida Drehmer Andrade | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.