(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___
MANUAL FOR SHAREHOLDERS’ PARTICIPATION IN THE EXTRAORDINARY GENERAL MEETING OF BRASKEM S.A. OF MARCH 21, 2018
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Dear Shareholders,
In line with our commitment of continuously seeking the best Corporate Governance practices, we invite you to participate in the Extraordinary General Meeting, which will take place on March 21, 2018, at 10:00 a.m., at our principal place of business, located at Rua Eteno, nº 1.561, Camaçari/BA, in which the following matter will be discussed:
i) Equity-based long term incentive plan, which establishes the general terms and conditions for the granting of treasury shares issued by the Company to persons eligible to the plan among officers and other members of the Company and/or companies controlled thereby.
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GUIDELINES FOR SHAREHOLDERS’ PARTICIPATION AND DEADLINES
With the purpose of instructing the Shareholders regarding the procedure for participation in the Meeting, we provide this Ordinary General Meeting Manual.
Information pertaining to such resolutions is available to the Shareholders in the Investors' Relations website (http://www.braskem-ri.com.br/), in the CVM website (www.cvm.gov.br) and at Rua Lemos Monteiro, 120, 24º andar, Butantã, City of São Paulo, State of São Paulo - CEP 05501-050, to the attention of Rosana Cristina Avolio.
Shareholder's Participation:
Shareholders may participate in person or by a proxy duly appointed, with the detailed guidelines regarding the documentation required for representation being set forth in the Call Notice and in the Company’s Management Proposal, both made available on the date hereof, and in item 12.2 of the Company’s Reference Form. In section "General Information", we provide additional information on the participation in the General Meeting.
Foreign Shareholder Attending the Meetings
Foreign Shareholders must submit the same documentation as Brazilian Shareholders, and provided that the documents are notarized, consularized and apostilled, as the case may be, and accompanied by a sworn translation.
Forwarding of Documentation
With the purpose of expediting the works of the Meeting, Shareholders are requested to forward the documents required under the items above, which allow for the participation or representation thereof in the Meeting, at least 72 hours prior to the date scheduled for the Meeting to the following address:
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Braskem S.A.
C/O Isis Azevedo Diniz - Legal Department
Rua Lemos Monteiro, 120 – 22º andar - Butantã
05501-050 – São Paulo – SP – Brazil
However, it is worth stressing that, under paragraph 2 of article 5 of CVM Ruling 481, the Shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not filed them in advance, as requested by the Company.
The Company shall not accept proxies granted by Shareholders by electronic means.
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CALL NOTICE
BRASKEM S.A.
C.N.P.J No. 42.150.391/0001-70 - NIRE 29300006939
A PUBLICLY-HELD COMPANY
CALL NOTICE
EXTRAORDINARY GENERAL MEETING
DATED MARCH 21, 2018
The Shareholders of BRASKEM S.A. (“Company”) are hereby called to attend the Extraordinary General Meeting that will take place on March 21, 2018, at 10:00 a.m., at the Company’s principal place of business located at Rua Eteno, No. 1.561, Pólo Petroquímico de Camaçari, in the City of Camaçari, State of Bahia, in order to resolve on the equity-based long term incentive plan, which establishes the general terms and conditions for the granting of treasury shares issued by the Company to persons eligible to the plan among officers and other members of the Company and/or companies controlled thereby.
Camaçari/BA, March 5, 2018.
Newton de Souza
Chairman of the Board of Directors
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General Information:
1) The Management Proposal (“Proposal”) contemplating all the documentation related to the matters included in the Agenda, as well as other relevant information to exercise voting rights in the Meeting were provided to the Company's Shareholders on the date hereof, pursuant to CVM Ruling No. 481/09, as amended (“ICVM 481”), and may be accessed through the CVM website (www.cvm.gov.br), the B3 website (www.bmfbovespa.com.br) or the Company website (www.braskem-ri.com.br).
2) The Shareholder’s participation may by in person or by an attorney-in-fact duly appointed. With a view to expediting the works of the Meeting, the Company's Management requests that the Shareholders file with the Company, at the offices located at Rua Lemos Monteiro, 120, 22º andar, Butantã, CEP 05501-050, São Paulo, SP, at least 72 hours prior to the date scheduled for the Meeting, the following documents: (i) evidence issued by the financial institution depositary of the book-entry shares held thereby, within 8 days from the date of the Meeting; (ii) proxy, duly compliant with the law, in case of representation of the Shareholder, with grantor’s signature certified by a notary public, notarization, consularization or apostille annotation (as the case may be) and sworn translation, together with the articles of incorporation, bylaws or articles of association, minutes of the Board of Directors' election (if any) and minutes of the Executive Board election if the Shareholder is a legal entity; and/or (iii) with respect to Shareholders participating in the fungible custody of registered shares, a statement with the respective equity interest, issued by the competent body. Shareholders or their legal representatives shall attend the General Meeting in possession of the proper identification documents. However, it is worth stressing that, under paragraph 2 of article 5 of ICVM 481, the Shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not filed them in advance, as requested by the Company. The Company shall not accept proxies granted by Shareholders by electronic means.
3) Based on the Health, Security and Environment (HSE) Standards in force at the Company’s principal place of business, which set forth the guidelines to control the access and movement of people and vehicles in the indoor and outdoor areas of the principal place of business, we kindly request the Shareholders, and also their legal representatives in the Meeting called herein, to arrive at least 30 minutes before the time such Meeting is scheduled to start, in order to ensure observance of the procedures of training on the basic HSE instructions in force at the Company, which are available for consultation at its principal place of business.
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Braskem S.A.: | www.braskem.com.br |
Investors' Relations - Braskem S.A.: | www.braskem-ri.com.br/ |
Comissão de Valores Mobiliários | |
[Securities and Exchange Commission] – CVM: | www.cvm.gov.br |
B3: | www.bmfbovespa.com.br |
Instituto Brasileiro de Governança Corporativa | |
[Brazilian Institute for Corporate Governance]: | www.ibgc.org.br |
Associação Brasileira da Indústria Química | |
[Brazilian Chemical Industry Association] – ABIQUIM: | www.abiquim.org.br |
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EXHIBIT 1: FORM OF PROXY - INDIVIDUAL
PROXY
By this private instrument and pursuant to law, __________________________, resident and domiciled at _________________, enrolled in the Individual Taxpayers' Register of the Ministry of Finance (CPF/MF) under No. __________________, appoints and constitutes as his/her proxy(ies) _____________________________, to whom it grants special powers to represent the interests of Grantor in the Extraordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1561, Complexo Petroquímico de Camaçari, CEP 42.810-000, in the Municipality of Camaçari, State of Bahia, enrolled in the National Register of Legal Entities (CNPJ) under No. 42.150.391/0001-70, to be held on March 21, 2018, at 10:00 a.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.
________________, _____________ ____, 2018.
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EXHIBIT 2: FORM OF PROXY – LEGAL ENTITY
PROXY
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 Finance (CNPJ/MF) under No. ________________, herein represented by its undersigned Officers, appoints and constitutes as its attorney(s)-in-fact ________________________________, to whom it grants special powers, (jointly or individually) (regardless of the order of appointment), to represent the interests of Grantor in the Extraordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1561, Complexo Petroquímico de Camaçari, CEP 42.810-000, in the Municipality of Camaçari, State of Bahia, enrolled in the CNPJ under No. 42.150.391/0001-70, to be held on March 21, 2018, at 10:00 a.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.
________________, _____________ ____, 2018.
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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: March 5, 2018BRASKEM S.A. | |||
By: | /s/ Pedro van Langendonck Teixeira de Freitas | ||
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Name: | Pedro van Langendonck Teixeira de Freitas | ||
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.