0001071438 bak:LiabilitiesCategoryMember bak:AmortizationOfFairValueAdjustmentsOnTheAssetsFromTheAcquisitonOfBraskemQparMember 2022-12-31

As filed with the Securities and Exchange Commission on September 22, 2017

April 11, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM20-F

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016

OR

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

OF THE SECURITIES EXCHANGE ACT OF 1934

OR

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number:001-14862

BRASKEM S.A.

(Exact Name of Registrant as Specified in its Charter)

N/AThe Federative Republic of BrazilD5
(Translation of Registrant’s Name into English)(Jurisdiction of Incorporation or Organization)

Rua Lemos Monteiro, 120 – 24° andar


ButantãSão Paulo—Paulo, SP CEP05501-050Brazil

(Address of Principal Executive Offices)

Pedro van Langendonck Teixeira de Freitas

Braskem S.A.

Rua Lemos Monteiro, 120 – 24° andar

ButantãSão Paulo—Paulo, SP CEP05501-050Brazil

Telephone: + (55 11)5511 3576-9000

Fax: + (55 11)55 11 3576-9532

(Name, Telephone,E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on which Registered

Preferred Shares, Class A, without par value per share, each represented by American Depositary ReceiptsSharesBAKNew York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

TITLE OF EACH CLASS:

6.450% Notes due 2024, issued by Braskem Finance Limited None

The total number of issued shares of each class of stock of Braskem S.A. as of December 31, 20162023 was:

451,668,652 Common Shares, without par value

345,010,622345,060,392 Preferred Shares, Class A, without par value

578,330478,790 Preferred Shares, Class B, without par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐    No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesNo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ☐    No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or anon-accelerated filer.an emerging growth company. See definition of “large accelerated filer,” “accelerated filer, and large accelerated filer”“emerging growth company” inRule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer☒          Accelerated filer Non-accelerated filer ☐          Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†standards provided pursuant to Section 13(a) of the Exchange Act. † The term “new or revised

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial accounting standard” refers to any update issuedreporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the Financial Accounting Standards Boardregistered public accounting firm that prepared or issued its audit report.

If securities are registered pursuant to its Accounting Standards Codification after April 5, 2012.Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP

International Financial Reporting Standards as issued

by the International
Accounting Standards Board

Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined inRule 12b-2 of the Exchange Act). Yes No


TABLE OF CONTENTS

Page

Page
PRESENTATION OF FINANCIAL AND OTHER INFORMATION iii
CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS ivxii
PART I 1

Item 1.

Identity of Directors, Senior Management and AdvisorsAdvisers

 1

Item 2.

Offer Statistics and Expected Timetable

 1

Item 3.

Key Information 

Key Information1

1

Item 4.

Information on the Company

 2868

Item 4A.

Unresolved Staff Comments 

Unresolved Staff Comments108

61

Item 5.

Operating andAnd Financial Review and Prospects

 62108

Item 6.

Directors, Senior Management and Employees

 108143

Item 7.

Major Shareholders and Related Party Transactions

 124165

Item 8.

Financial Information 

Financial Information175

131

Item 9.

The Offer and Listing

 140190

Item 10.

Additional Information 

Additional Information191

143

Item 11.

Quantitative and Qualitative Disclosures About Market Risk

 158212

Item 12.

Description of Securities Other than Equity Securities

162
PART II 216

Item 13.

PART II
 

217

Item 13.Defaults, Dividend Arrearages and Delinquencies

 163217

Item 14.

Material Modifications to the Rights of Security Holders and Use of Proceeds

 163217

Item 15.

Controls and Procedures 

Controls and Procedures218

163

Item 16A.

Audit Committee Financial Expert

 165219

Item 16B.

Code of Ethics 

Code of Ethics219

166

Item 16C.

Principal Accountant Fees and Services

 166219

Item 16D.

Exemptions From the Listing Standards for Audit Committees

 166220

Item 16E.

Purchases of Equity Securities by the Issuer and Affiliated PurchasesPurchasers

220
Item 16F.Change in Registrants Certifying Accountant220
Item 16G.Corporate Governance220
Item 16H.Mine Safety Disclosure224
Item 16I.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections224
Item 16J.Insider Trading Policies224
Item 16K.Cybersecurity224
PART III228
Item 17.Financial Statements228
Item 18.Financial Statements228
Item 19.Exhibits228

Table of Contents
  167

Item 16F.

Change in Registrant’s Certifying Accountant

167

Item 16G.

Corporate Governance

167

Item 16H.

Mine Safety Disclosure

170
PART III

Item 17.

Financial Statements

171

Item 18.

Financial Statements

171

Item 19.

Exhibits

171

 

i


PRESENTATION OF FINANCIAL AND OTHER INFORMATION

All references herein to thereal,” “reais” or “R$” are to the Brazilianreal, the official currency of the Federative Republic of Brazil, or Brazil. All references to “U.S. dollars,” “dollars” or “US$” are to U.S. dollars, the official currency of the United States. All references to “CHF” are to Swiss francs, the official currency of Switzerland.

All references herein (1) to “we,” “us” or “our company” are references to Braskem S.A., its consolidated subsidiaries and jointly controlled entities, and (2) to “Braskem” are references solely to Braskem S.A. All references herein to “Braskem Europe” mean Braskem Europe GmbH and its consolidated subsidiaries, including Braskem America, Inc., or Braskem America.

On September 21, 2017, the exchange rate forreaisinto U.S. dollars was R$3.1347 to US$1.00, based on the selling rate as reported by the Central Bank of Brazil (Banco Central do Brasil), or the Central Bank. The selling rate was R$3.25914.8413 to US$1.00 onas of December 31, 2016,2023, R$3.90485.2177 to US$1.00 onas of December 31, 20152022, and R$2.65625.5805 to US$1.00 onas of December 31, 2014, in each case,2021, as reported by the Central Bank. Thereal/U.S. dollar exchange rate fluctuates widely, and thethese selling rate on September 21, 2017rates may not be indicative of future exchangeselling rates. See “Item 3. Key Information—Exchange Rates” for information regarding exchange rates for thereal since January 1, 2012.

Solely for the convenience of the reader we have translated, some to the extent applicable, real amounts included in “Item 3. Key Information—Selected Financial and Other Information” and elsewhere in this annual report fromreaisinto U.S. dollars usingat the selling rate as reported by the Central Bank as of December 31, 20162023, of R$3.25914.8413 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. Such translations should not be construed as representations that therealamounts represent

All references herein to (1) “we,” “us,” “the Company” or have been“our Company” are references to Braskem S.A., its consolidated subsidiaries and jointly controlled entities, and (2) “Braskem” are references solely to Braskem S.A. All references herein to “Braskem Europe” are to Braskem Europe GmbH and its consolidated subsidiaries, including Braskem America, Inc., or could be converted into U.S. dollars as of that or any other date.Braskem America.

Financial Statements

Braskem Financial Statements

We maintain our books and records in reais.reais. Our consolidated financial statements as of December 31, 20162023, and 20152022 and for the three years ended December 31, 20162023, have been audited, as stated in the report appearing herein,therein, and are included in this annual report. These financial statements and related notes included elsewhere in this annual report are collectively referred to as our audited consolidated financial statements herein and throughout this annual report.

We have prepared our consolidated financial statements included in this annual report in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board, or IFRS.IASB.

The date of issue of the consolidated financial statements included in this annual report is different from the date of issue of our consolidated financial statements in Brazil and there are differences due to non-adjusting events after the reporting period, under IAS 10—Events after the Reporting Period.

Market Share and Other Information

We make statements in this annual report about our market share in the petrochemical industry in Brazil and our production capacity relative to that of other petrochemical producers in Brazil, other countries in Latin America, the United States and the world. We have made these statements on the basis of information obtained from third-party sources that we believe are reliable. We have calculated our Brazilian market share with respect to specific products by dividing our domestic net sales volumes of these products by the total Brazilian domestic consumption of these products. We derive information regarding the production capacity of other companies in the Brazilian petrochemical industry and the estimated total Brazilian domestic consumption of petrochemical products principally from reports published by the Brazilian Chemical Industry Association (Associação Brasileira da Indústria Química), or ABIQUIM. We derive information regarding the production capacity of other companies in the global petrochemical industry, international market prices for petrochemicals products and per capita consumption in certain geographic regions principally from reports published by IHS, Inc., or IHS.Chemical Market Analytics by OPIS, a Dow Jones Company (“CMA”). We derive information relating to Brazilian imports and exports from the System for Analyzing International Trade (Sistema de Análise das Informações de Comércio Exterior), orALICE-Web,ComexStat, produced by the Brazilian Secretary of International Trade (Secretaria de Comércio Exterior) and the Brazilian SecretaryMinistry of Development, Industry, Trade and TradeServices (Ministério do Desenvolvimento, Indústria, e Comércio Exteriore Serviços, the “MDIC”). We also derive information from reports published by Brazilian Association of the Alkali, Chlorine and Derivatives Industry (Associação Brasileira da Indústria de Álcalis, Cloro e Derivados, the “Abiclor”). We also include information and statistics regarding economic growth in emerging economies obtained from the International Monetary Fund (“IMF”), and statistics regarding gross domestic product, or GDP, growth in Brazil, the United States, Europe and Mexico obtained from independent public sources, such as the Brazilian Institute of Geography and Statistics (Instituto Brasileiro de Geografia e Estatística), or; the IBGE;U.S. Bureau of Economic Analysis of the U.S. Department of Commerce, Eurostat,Commerce; the statistical office of the European Union;Union (Eurostat); and the Mexican Institute of Statistics and Geography (Instituto Nacional de Estadística y Geografía).

 i
Table of Contents

We provide information regarding domestic apparent consumption of some of our products based on information available from ComexStat, produced by the MDIC and reports published by Abiclor. Domestic apparent consumption is equal to domestic production plus imports minus exports. Domestic apparent consumption for any period may differ from actual consumption because this measure does not give effect to variations of inventory levels in the petrochemical supply chain.

ii


We have no reason to believe that any of this information is inaccurate in any material respect. However, we have not independently verified the production capacity, market share, market size or similar data provided by third parties or derived from industry or general publications.

We provide information regarding domestic apparent consumptionCertain Industry Terms

Glossary of some of our products, based on information available from the Brazilian government, Institute of Applied Economic Research (Instituto de Pesquisa Econômica Aplicada), IPEA and ABIQUIM. Domestic apparent consumption is equal to domestic production plus imports minus exports. Domestic apparent consumption for any period may differ from actual consumption because this measure does not give effect to variations of inventory levelsSelected Terms in the petrochemical supply chain.Petrochemical Industry and in the Context of Our Business

Term

Meaning

Main uses

In the context of our business

AliphaticsAliphatics are open-chain hydrocarbons that contain no stable rings connecting their atoms, in contrast to aromatics.Used as fuels, solvents and as basic chemicals in the petrochemical industry.We produce aliphatics, such as ethylene and propylene, in our Brazil Segment.
AromaticsAromatics are cyclic hydrocarbons with stable bonds connecting their carbon atoms.Used as fuel additives, solvents, and basic chemicals in the petrochemical industry.We produce aromatics, such as benzene, toluene and xylenes, as co-products in our Brazil Segment.
BenzeneAn aromatic hydrocarbon. It is a natural constituent of crude oil.Used primarily for the manufacture of chemicals with more complex structure, such as ethylbenzene and cumene.We produce benzene as a by-product in our Brazil Segment.
BTX productsA mixture of benzene, toluene and the three xylene isomers (ortho, meta and para), all of which are aromatic hydrocarbons.Used as fuel additives, solvents, and basic chemicals in the petrochemical industry.We produce benzene, toluene and xylenes as BTX by-products in our Brazil Segment.
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ButadieneAn organic compound and a colorless gas.Used industrially as a monomer in the production of synthetic rubber.We produce butadiene as a by-product in our our Brazil Segment.
ButeneA colorless gas present in crude oil.Used as a monomer in the production of polymers, as well as a petrochemical intermediate.We use butene for the production of HDPE and LLDPE in our Brazil Segment. Butene is supplied by our chemicals operations that are part of our Brazil Segment.
Caustic sodaCaustic soda, or sodium hydroxide, is an inorganic compound. A colorless crystalline solid, caustic soda is toxic, corrosive and highly soluble in water.Used in the manufacture of pulp and paper, textiles, drinking water, soaps and detergents, and as a drain cleaner.We produce caustic soda in our Brazil Segment. Caustic soda is a by-product of chlorine production required to produce PVC.
Chlor-alkaliElectrolysis process used in the manufacture of chlorine, hydrogen and sodium hydroxide (caustic soda).Main industrial process for the production of caustic soda.We operate chlor-alkali plants in Brazil.
ChlorineChlorine is a chemical element (Cl), a toxic, greenish yellow gas at room temperature. It has a pungent suffocating odor.Used in the production of paper products, antiseptics, plastics, dyes, textiles, medicines, insecticides, solvents and to treat swimming pools.We use salt to produce chlorine in our Brazil Segment.
CondensateCondensate, or natural gas condensate, is a low-density mixture of hydrocarbon liquids that are present as gaseous components in the raw natural gas.Condensate is used as an input for petrochemical plants, burned for heat and cooking, and blended into vehicle fuel.We use condensate as a raw material in our Brazil Segment.
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CumeneAn organic compound based on an aromatic hydrocarbon with an aliphatic substitution, cumene is a colorless liquid constituent of crude oil and refined fuels.Used for the production of phenol and acetone.We produce cumene as a by-product in our Brazil Segment.
DicyclopentadieneDicyclopentadiene, or DCPD, is a yellow liquid with an acrid odor.Used in polyester resins, inks, adhesives and paint.We produce DCPD in our our Brazil Segment.
EthaneA type of natural gas liquid (NGL), ethane is a colorless, odorless gas in standard temperature and pressure, extracted from natural gas in liquid form.Used as a feedstock for ethylene production.Ethane is one of the main raw materials that we use to produce ethylene in our Brazil Segment.
EthanolA simple alcohol, produced by the fermentation of sugars by yeasts or via petrochemical processes.Used as a fuel for vehicles, as a disinfectant and as a chemical intermediate.We use ethanol as a raw material to produce green polyethylene in our Brazil Segment, which are located in Triunfo, Brazil.
Ethyl tertiary-butyl etherEthyl tertiary-butyl ether, or ETBE, is a colorless liquid manufactured by the acid etherification of isobutylene with ethanol.Used commonly as an additive in the production of gasoline.We produce ETBE in our Brazil Segment.
EthyleneA hydrocarbon, colorless gas and the most widely used organic compound in the chemical industry. Produced mainly via steam cracking of raw materials such as naphtha and NGLs.Used mainly for the production of polyolefins, primarily polyethylene, the most used thermoplastic resin in the world.We produce ethylene in our Brazil Segment, as a main product of the steam cracking of raw materials.
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EVAEthylene-vinyl acetate, or EVA, is a co-polymer of ethylene and vinyl acetate.Used to produce rubber-like materials, with applications in adhesives, packaging, molding, and membranes for electronic devices.We produce EVA in our Brazil Segment.
GasolineA flammable liquid obtained by refining crude oil.Used primarily as a fuel in combustion engines.We produce gasoline as a by-product in our Brazil Segment.
GHG emissionsEmissions of the six gases listed in the Kyoto Protocol: carbon dioxide (CO2); Methane (CH4); Nitrous Oxide (N2O); Hydrofluorocarbons (HFCs); Perfluorocarbons (PFCs); and Sulfur hexafluoride (SF6).Used as a metric for our management and in accordance with applicable laws to measure GHG emissions.We use the metric to assess our performance and define a strategy for reducing GHG emissions.
Green ethyleneA hydrocarbon derived from renewable feedstockUsed mainly for the production of polyolefins, primarily polyethylene.We produce green ethylene  from ethanol made by sugarcane in our Brazil Segment in order to produce green polyethylene.
HDPEHigh-density polyethylene, or HDPE, is a thermoplastic resin produced by the polymerization of ethylene.Used in a variety of industries, to produce plastic bottles, toys, chemical containers, pipe systems, and other plastic products.We produce HDPE in our polyolefins operations that are part of our Brazil Segment.
HexeneAn aliphatic, hexane is a clear, colorless liquid with a petroleum-like odor.Used as a solvent, paint thinner, and chemical reaction medium. Also used as a co-monomer for the production of HDPE.We use hexene in our Mexico Segment as a raw material to produce HDPE.
Hydrocarbon resinsAlso called petroleum resins, they are produced from the polymerization of aromatic hydrocarbons.Generally used together with other kinds of resins, in the paint, ink, adhesive and rubber industry.We produce hydrocarbon resins in our Brazil Segment.
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HydrogenA chemical element, hydrogen is a colorless, odorless gas.Used to make ammonia in the production of fertilizers and as an intermediate chemical in the production of plastics and pharmaceuticals.We produce hydrogen in our Brazil Segment.
Hydrogenated solventsOdorless, colorless solvents treated with hydrogen.Used in the manufacture of paints.We produce hydrogenated solvents in our Brazil Segment.
IsopreneA common organic compound that is a component of natural rubber. Also a by-product of oil refining.Used to produce synthetic rubber.We produce isoprene in our Brazil Segment.
LDPELow-density polyethylene, or LDPE, is a thermoplastic resin made from the polymerization of ethylene.Used for manufacturing containers, dispensing bottles, wash bottles, tubing, plastic bags and molded laboratory equipment.We produce LDPE in our Brazil Segment.
Liquefied petroleum gas (LPG)Liquefied petroleum gas, or LPG, is a mixture of propane and butane, which are two natural gas liquids.Used in fuel heating appliances, cooking equipment, vehicle fuel, aerosol propellant, and as a refrigerant.We produce LPG in our Brazil Segment.
LLDPELinear low-density polyethylene, or LLDPE, is a linear polymer made by the copolymerization of ethylene with longer-chain olefins.Used in plastic bags and sheets, plastic wrap, stretch wrap, pouches, toys, covers, lids, pipes, buckets and containers, covering of cables and flexible tubing, among others.We produce LLDPE in our Brazil Segment.
MethanolMethanol is the simplest alcohol, a liquid produced industrially by hydrogenation of carbon monoxide.Used as a precursor to other commodity chemicals, including formaldehyde, acetic acid and MTBE.We use methanol as a raw material to produce MTBE in our Brazil Segment.
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Methyl tertiary-butyl ether (MTBE)An intermediate hydrocarbon liquid stream derived mainly from the refining of crude oilUsed almost exclusively as a fuel additive in gasoline to raise the oxygen content.We produce MTBE in our Brazil Segment.
NaphthaAn intermediate hydrocarbon liquid stream derived mainly from the refining of crude oil.Used as a solvent, fuel additive and as a raw material in the petrochemical industry.We use naphtha as a raw material for the production of petrochemical products in our Brazil Segment.
Natural gasA naturally occurring hydrocarbon gas mixture, consisting primarily of methane.Used as a source of energy for heating, cooking and electricity generation, as a fuel for vehicles and as a chemical feedstock.We use natural gas for electricity generation in our production processes.
Natural gas liquids (NGL)A mixture of hydrocarbon components of natural gas, primarily ethane, propane and butane, which are separated from the raw natural gas in the form of liquids.Used as raw materials in the petrochemical industry, as fuel and in applications for heating and cooking.We use NGLs such as ethane and propane as raw materials at our plants in Rio de Janeiro and Mexico.
N-hexaneA hydrocarbon, obtained by refining crude oil.Used mixed with other solvents, to extract vegetable oils from crops, and as a cleaning agent in the printing, textile, furniture, and shoemaking industries.We use n-hexane in our Brazil Segment as a raw material in the production of HDPE and LLDPE.
NoneneA hydrocarbon, nonene is a colorless liquid with an odor reminiscent of gasoline.Used as a plasticizer to make rigid plastics flexible, and to produce chemical intermediates.We produce nonene in our Brazil Segment.
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OlefinsUnsaturated hydrocarbons that contain at least one carbon–carbon double bond, such as ethylene, propylene and butene. Obtained from steam cracking of raw materials.Used as chemical intermediates for the production of other chemicals and resins.We produce olefins in our Brazil Segment.
Para-xyleneAn aromatic hydrocarbon, para-xylene is produced mainly in refineries and during the steam cracking of naphtha.Used as a chemical feedstock in the production of polymers, especially PET.We produce para-xylene as a by-product in our Brazil Segment.
PDHPropane dehydrogenation, or PDH, is an on-purpose technology used for conversion of propane into propylene.Industrial process for the production of propylene.We use propylene from PDH units as a raw material in our plants in the United States.
PiperyleneA volatile, flammable hydrocarbon in liquid form, obtained as a by-product of ethylene production.Used as a monomer in the manufacture of plastics, adhesives and resins.We produce piperylene in our Brazil Segment.
Polyethylene (PE)PE is the most common type of thermoplastic resin. It is lightweight and durable, and is obtained from the polymerization of ethylene.PE has a large number of applications, such as: packaging, consumer goods, fibers, textiles, pipes, automotive, wiring, cables, construction, among others.We produce PE in our Brazil Segment.
Polyisobutylene (PIB)PIB is a gas-permeable synthetic rubber produced by the polymerization of isobutylene with isoprene.Used as a fuel and lubricant additive, in explosives, as the base for chewing gum, and to improve the environmental stress-cracking resistance of polyethylene.We produce PIB in our Brazil Segment.
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PolyolefinsMacromolecules formed by the polymerization of olefin monomer units. The most common are polypropylene (PP) and polyethylene (PE).Used in a broad range of consumer and industrial applications.We produce polyolefins our Brazil Segment.
Polypropylene (PP)PP is a thermoplastic resin and the second most widely produced commodity plastic, after PE. Obtained by the polymerization of propylene, PP is generally harder and more heat resistant than PE.Widely used in the automotive and furniture industry, in consumer goods, for packaging and labeling, and in other industrial applications.We produce PP in our Brazil Segment.
Polyvinyl chloride (PVC)PVC is the world’s third-most widely produced synthetic plastic polymer, after PE and PP, obtained by the polymerization of vinyl chloride monomer (VCM), a monomer generally made of ethylene and chlorine.Used mainly in infrastructure and construction for pipes and profile applications, such as doors and windows, and also in plumbing, electrical cables, flooring, and as a replacement for rubber.We produce PVC in our Brazil Segment.
PropaneA type of natural gas liquid (NGL), propane is a gas in standard temperature and pressure, and is extracted from natural gas in liquid form.Commonly used together with butane in heating and cooking applications, and also as a raw material in the petrochemical industry.We use propane together with ethane as a raw materials to produce petrochemical products in our Brazil Segment.
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PropyleneA hydrocarbon, propylene is a colorless gas, and the second most widely used olefin in the chemical industry, after ethylene. It can be obtained as a co-product of steam cracking or refining, and from on-purpose production.Used mainly to produce polypropylene resins and a wide variety of other chemicals, such as propylene oxide and acrylonitrile.We produce propylene in our Brazil Segment as a by-product of steam cracking. Propylene is also the main raw material that we use to produce polypropylene in our Brazil Segment, and USA and Europe Segment.
Refinery off gasGas that is produced as a by-product of the refining of crude oil. It is a mixture of methane, ethane, hydrogen and other gases.Used as a feedstock in the petrochemical industry.We use refinery off gas as a raw material in our Brazil Segment to produce ethylene.
SaltSalt is a mineral composed primarily of sodium chloride.Used in a wide variety of industries, mainly in the chlor-alkali process to produce caustic soda and chlorine, and as a food additive.We use salt to produce chlorine and caustic soda in our Brazil Segment.
Sodium hypochloriteSodium hypochlorite is a chlorine compound.Used as a disinfectant or a bleaching agent and to produce other chemicals.We produce sodium hypochlorite in our Brazil Segment.
TetramerTetramer, or propylene tetramer, is an olefin.Used as a plasticizer, surfactant, lubricating oil additive and polymerization agent.We produce propylene tetramer in our Brazil Segment.
Thermoplastic resinsRaw, unshaped polymers, such as PE, PP and PVC.Used in the plastic industry and other industries.We produce thermoplastic resins in our Brazil Segment.
TolueneAn aromatic hydrocarbon.Used predominantly as an industrial feedstock and a solvent.We produce toluene in our Brazil Segment.
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UHMWPEUltra-high molecular weight polyethylene, or UHMWPE, is a special type of thermoplastic polyethylene.Used in industrial applications that require durability, low friction, and chemical resistance, including wear strips, chain guides, and marine dock fender pads, among others.We produce UHMWPE in our USA and Europe Segment.
VinylsVinyls, or vinyl polymers, are a group of polymers derived from vinyl monomers. The most common type of vinyl is PVC.Used in the plastic industry and other industries.We produce vinyls in our Brazil Segment.

Certain IndustryOther Selected Terms Used in This Annual Report

As used in this annual report:

“production capacity ” means the annual nominal capacity for a particular facility, calculated based upon operations for 24 hours each day of a year and deducting scheduled downtime for regular maintenance; and

“ton” means a metric ton, which is equal to 1,000 kilograms or 2,204.62 pounds.
·“first generation products” means basic petrochemical products such as ethylene and propylene produced from naphtha, natural gas, and ethane. The basic petrochemical products are used as feedstocks for the production of second generation products. We also sell certain first generation products to our customers;
·“second generation products” means thermoplastics resins, such as PE, PP and PVC;
·“third generation” means plastics converters;
·“third generation products” means finished plastic products produced by molding thermoplastic resins into end-use applications;
·“annual production capacity” means the annual nominal capacity for a particular facility, calculated based on operations during the 24 hours of the day for an entire year;
·“production capacity” means the annual projected capacity for a particular facility, calculated based upon operations for 24 hours each day of a year and deducting scheduled downtime for regular maintenance;
·“kton” means a kiloton, which is equal to 1,000 tons, or 2,204,622.62 pounds;
·“ton” means a metric ton, which is equal to 1,000 kilograms or 2,204.62 pounds.

Rounding

We have made rounding adjustments to some of the amounts included in this annual report. As a result, numerical figures shown as totals in some tables may not be arithmetic aggregations of the amounts that precede them.

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CAUTIONARY STATEMENT WITH RESPECT TO FORWARD-LOOKING STATEMENTS

This annual report contains forward-looking statements. Some of the matters discussed concerning our business operations and financial performance include forward-looking statements within the meaning of the U.S. Securities Act of 1933, as amended or the Securities Act,(the “Securities Act”), or the U.S. Securities Exchange Act of 1934, as amended or the Exchange Act.(the “Exchange Act”).

Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as “expects,” “anticipates,” “intends,” “plans,” “believes,”“expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” and similar expressions are forward-looking statements. Although we believe that these forward-looking statements are based upon reasonable assumptions, these statements are subject to several risks and uncertainties and are made in light of information currently available to us.

Our forward-looking statements may be influenced by numerous factors, including, without limitation, the following:

general economic, political and business conditions in the markets in which we operate, including demand and prices for petrochemical products;

·the cyclical and volatile nature of the global petrochemical industry and its adverse effects, which may have negative impacts on us and in the petrochemical sector;
·global macroeconomic conditions (including a United States recession) and their adverse effects on the margins of our products;
·the adverse effect of war and other armed conflicts, such as the conflict involving Russia and Ukraine and/or Israel and Hammas, on our sales and operations in Brazil and internationally, and on the Brazilian and international petrochemical industry;
·a deterioration in the world economy and its potential adverse effect on demand for petrochemicals and thermoplastic products;
·any adverse effect of China’s economy deceleration on global demand and on our Brazilian and international business;
·the adverse effect of global health crises on our Brazilian and international sales and operations, and on the Brazilian and international petrochemical industry;
·the adverse effect of inflation globally on our Brazilian and international business;
·the adverse effect of a more contractionary monetary policy globally on our Brazilian and international business;
·demand for our petrochemical products, our manufacturing facilities, price of raw materials and other inputs of our production, global logistics for our products, raw materials and other inputs of our production, and supply chains;
·general economic, political and business conditions in the markets or jurisdictions in which we operate or sell to, including governmental and electoral changes, and demand and supply for, and prices of, petrochemical and thermoplastic products;
·interest rate fluctuations, inflation and exchange rate movements of thereal in relation to the U.S. dollar and other currencies;

·our ability to successfully carry out our sustainable development strategy, and to successfully develop initiatives to adapt to and mitigate climate change;
the cyclical nature of the global petrochemical industry;
 xii

competition in the global petrochemical industry;
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prices of naphtha, ethane, propane, propylene and other raw materials;

international prices of petrochemical products;

actions taken by our major shareholders;

our ability to implement our financing strategy and to obtain financing on satisfactory terms;

our progress in integrating the operations of companies or assets that we may acquire in the future, so as to achieve the anticipated benefits of these acquisitions;

changes in laws and regulations, including, among others, laws and regulations affecting tax and environmental matters and import tariffs in other markets in which we operate or to which we export our products;

future changes in Brazilian, Mexican, American and European policies and related actions undertaken by those governments;

a deterioration in the world economy that could negatively impact demand for petrochemicals;

decisions rendered in major pending or future tax, labor and other legal proceedings; and

other factors identified or discussed under “Item 3. Key Information—Risk Factors.”
·competition in the global petrochemical and biopolymer industry;
·our ability to successfully develop our innovation projects, in particular in renewable and recycling initiatives;
·prices of naphtha, ethane, ethanol, propane, propylene and other raw materials and the terms and conditions of the supply agreements related thereto;
·international prices of petrochemical and biopolymer products;
·actions taken by our controlling shareholder;
·inherent risks related to any change of our corporate control;
·our ability to implement our financing strategy and to obtain financing on satisfactory terms;
·our progress in integrating the operations of companies or assets that we may acquire in the future, so as to achieve the anticipated benefits of these acquisitions;
·changes in laws and regulations, including, among others, laws and regulations affecting tax and environmental matters and import tariffs in other markets or jurisdictions in which we operate or to which we export our products;
·political conditions in the countries where we operate, particularly in Brazil and Mexico;
·future changes in governmental policies, including the adoption of new environmental policies and related actions undertaken by the governments of the locations in which we operate;
·unfavorable decisions rendered in major pending or future tax, labor, environmental and other legal proceedings; and
·other factors identified or discussed under “Item 3. Key Information—Risk Factors.”

Our forward-looking statements are not guaranteesa guarantee of future performance, and our actual results of operations or other developments may differ materially from the expectations expressed in theour forward-looking statements. As for forward-looking statements that relate to future financial results and other projections, actual results will be different due to the inherent uncertainty of estimates, forecasts and projections. Because of these uncertainties, potential investorsreaders should not rely on these forward-looking statements.

iv


All forward-looking statements attributed to us or a person acting on our behalf are qualified in their entirety by this cautionary statement, and you should not place undue reliance on any forward-looking statement included in this annual report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them in lightas a result of new information or future developments ordevelopments.

For additional information on factors that could cause our actual results of operations to release publicly any revisions to thesediffer from expectations reflected in forward-looking statements, in order to reflect later events or circumstances or to reflect the occurrence of unanticipated events.please see “Item 3. Key Information—Risk Factors.”

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v


PART I

I’TEMITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3. KEY INFORMATION

Selected Financial and Other Information

The following selected information should be read in conjunction with “Presentation of Financial and Other Information,” “Item 5. Operating and Financial Review and Prospects” and our audited consolidated financial statements and the related notes thereto, which are included in this annual report.

The selected financial data as of December 31, 2016 and 2015 and for the three years ended December 31, 2016 have been derived from our audited consolidated financial statements, prepared in accordance with IFRS, and included in this annual report. Our audited consolidated financial statements as of December 31, 2014 and 2013 and for the years ended December 31, 2014 and 2013 have been adjusted for the effects of the restatement more fully described in this annual report and in note 2.4 to our audited consolidated financial statements.

As a result of the independent internal investigation that was conducted by law firms with extensive experience in similar cases in the United States and Brazil, each an Expert Firm and, collectively, the Expert Firms, into the allegations described in note 23.3 to our audited consolidated financial statements as of December 31, 2016 in the context of theso-called Operation Car Wash (Operação Lava Jato), or the Investigation, we identified several errors in our previously issued financial statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015, which have been restated.

The selected financial data as of December 31, 2013 and 2012 and for the years ended December 31, 2012 have been derived from Braskem’s accounting records and reflect the restatement of improperly classified expenses from selling and distribution expense to other expense and to correct errors in the calculation of tax payables.

We have included information with respect to the dividends and/or interest attributable to shareholders’ equity paid to holders of our common shares and preferred shares since January 1, 2012 inreaisand in U.S. dollars translated fromreaisat the commercial market selling rate in effect as of the payment date under the caption “Item 8. Financial Information—Dividends and Dividend Policy—Payment of Dividends.”

We prepare individual financial statements in accordance with the accounting practices adopted in Brazil, pursuant of Law 6,404/76 and subsequent adjustments, and of the standards issued by theComitê de Pronunciamentos Contábeis (CPC), including for the calculation of dividends.

   For the Year Ended December 31, 
   2016(1)
  2016
  2015
Restated
  2014
Restated
  2013
Restated
  2012
Restated
 
   (in millions of
US$, except
per share data)
  (in millions ofreais, except per share data) 

Statement of Operations Data:

       

Net sales revenue

  US$14,624,9  R$47,664.0  R$46,880.0  R$45,135.9  R$40,229.0  R$36,160.3 

Cost of products sold

   (10,720.9  (34,940.6  (36,728.0  (39,351.7  (35,225.4  (32,709.1
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Gross profit

   3,904.0   12,723.4   10,152.0   5,784.2   5,003,6   3,451.2 

Income (expenses):

       

Selling and Distribution

   (432.9  (1,410.8  (1,083.2  (1,037.4  (924.6  (932.8

General and administrative

   (453.3  (1,477.2  (1,280.5  (1,195.5  (1,002.7  (1,071.0

Research and development

   (49.7  (162.0  (169.6  (128.1  (115.7  (106.2

Results from equity investments

   9.2   30.1   2.2   3.9   (3.2  (25.8

Other operating income (expenses), net

   (1,151.3  (3,752.2  (731.2  42.8   (320.9  239.9 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Operating profit

   1,826.0   5,951.2   6,889.7   3,469.8   2,637.5   1,555.3 

Financial results:

       

Financial expenses

   (1,095.7  (3,571.0  (3,163.4  (2,716.4  (2,534.2  (2,037.5

Financial income

   211.8   690.1   584.9   399.9   772.0   312.2 

Exchange rate variations, net

   (985.1  (3,210.4  102.9   (84.1  7.1   (1,678.9
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial expenses, net

   (1,869.0  (6,091.3  (2,475.6  (2,400.6  (1,755.1  (3,404.2
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax and social contribution

   (43.0  (140.0  4,414.2   1,069.2   882.4   (1,848.9

Current and deferred income tax and social contribution

   (189.0  (616.0  (1,660.4  (491.0  (456.7  783.1 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) from continuing operations

   (232.0  (756.1  2,753.8   578.2   425.7   (1,065.8

Results from discontinued operations

   8.3   26.9   6.4   0.1   15.7   281.5 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss)

  US$(223.7 R$(729.2 R$2,760.2  R$578.2  R$441.4  R$(784.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) attributable to shareholders of the company

  US$(126.3 R$(411.5 R$3,001.2  R$716.0  R$444.1  R$(777.1

Loss attributable tonon-controlling interest

   (97.5  (317.7  (241.5  (137.8  (2.7  (7.2

Profit (loss) per share:

       

Basic:

       

Common shares

  US$(0.1691 R$(0.5511 R$3.7651  R$0.8995  R$0.5210  R$(1.3296

Preferred class “A” shares

   (0.1691  (0.5511  3.7651   0.8995   0.6062   (1.3296

Preferred class “B” shares

   —     —     0.6065   0.6062   0.6062   —   

Diluted:

       

Common shares

  US$(0.1587 R$(0.5173 R$3.7732  R$0.8996  R$0.5210  R$(1.3296

Preferred class “A” shares

   (0.1587  (0.5173  3.7731   0.8996   0.6062   (1.3296

Preferred class “B” shares

   —     —     0.6065   0.6062   0.6062   —   

ADS(2)

   (0.3174  (1.0346  7.5464   1.7992   1.0427   (2.6592

(1)Translated for convenience only using the selling rate as reported by the Central Bank as of December 31, 2016 forreais into U.S. dollars of R$3.2591=US$1.00.
(2)American depositary shares (ADS) are U.S. dollar-denominated equity shares of a foreign-based company on an American stock exchange. In our case, each ADS represents two class A preferred shares.

   At and For the Year Ended December 31, 
   2016(1)  2016  2015
Restated
  2014
Restated
  2013
Restated
  2012
Restated
 
   (in millions of
US$, except as
indicated)
  (in millions ofreais, except as indicated)    

Balance Sheet Data:

       

Cash and cash equivalents(2)

  US$2,421.6  R$7,892.3  R$7,458.2  R$4,085.7  R$4,335.9  R$3,287.6 

Short-term trade accounts receivable

   501.4   1,634.1   2,755.7   2,409.1   2,792.3   2,326.5 

Inventories(3)

   1,626.1   5,299.5   6,243.7   5,688.3   5,172.4   4,102.1 

Property, plant and equipment

   9,001.5   29,336.7   34,100.3   29,071.0   25,410.1   21,176.8 

Total assets

   15,900.7   51,821.9   60,626.9   49,501.9   46,844.6   41,170.0 

Short-term borrowings (including current portion of long-term borrowings)

   796.1   2,594.5   1,970.0   1,419.5   1,249.6   1,836.0 

Long-term borrowings

   6,362.7   20,736.6   25,380.5   18,926.7   17,362.9   15,675.6 

Capital

   2,467.9   8,043.2   8,043.2   8,043.2   8,043.2   8,043.2 

Shareholders’ equity (includingnon-controlling interest)

   527.9   1,720.7   945.5   5,597.1   7,543.9   8,588.7 

Other Financial and Operating Information:

       

Cash Flow Information:

       

Net cash provided by (used in):

       

Operating activities

  US$1,456.3  R$4,746.2  R$7,877.8  R$3,813.1  R$2,457.8  R$2,571.8 

Investing activities

   (871.7  (2,840.9  (4,120.3  (5,054.1  (4,954.2  (2,834.3

Financing activities

   (846.0  (2,757.3  (97.5  894.4   3,614.2   633.9 

Other Information:

       

Capital expenditures:

       

Property, plant and equipment

   871.2   2,839.2   4,103.9   5,378.8   5,656.4   2,792.9 

Investments in other companies

   —     —     —     0.1   —     —   

Total Sales Volume Data* (in thousands of tons):

       

Ethylene(4)

    576.1   548.6   511.4   535.4   531.9 

Propylene(4)

   —     370.6   416.5   445.7   389.0   406.6 

Polyethylene

   —     2,729.7   2,626.9   2,386.5   2,543.7   2,530.0 

Polypropylene

   —     1,671.9   1,513.1   1,591.9   1,580.8   1,648.8 

Polyvinyl chloride (PVC)

   —     645.2   594.9   659.6   636.5   560.9 

(1)Translated for convenience only using the selling rate as reported by the Central Bank as of December 31, 2016 forreais into U.S. dollars of R$3.2591=US$1.00.
(2)Includesnon-current financial investments.
(3)Includesnon-current advances to suppliers.
(4)Includes only third-party sales.
(*)Unaudited.

Exchange Rates

The current laws and regulations governing the Brazilian foreign exchange system allowsallow the purchase and sale of foreign currency and the international transfer ofreais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures. Since 1999, the Central Bank has allowed the U.S. dollar-real exchange rate to float freely, and, since then, the U.S. dollar-real exchange rate has fluctuated considerably.

In the past, the Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. We cannot predict whether the Central Bank or the Brazilian government will continue to permit thereal to float freely or will intervene in the exchange rate market through the return of a currency band system or otherwise. Thereal may depreciate or appreciate against the U.S. dollar substantially. Furthermore, Brazilian law provides that, whenever there is a serious imbalance in Brazil’s balance of payments or there are serious reasons to foresee a serious imbalance, temporary restrictions may be imposed on remittances of foreign capital abroad. We cannot assure you that such measures will not be taken by the Brazilian government in the future. See “—Risk Factors—Risks Relating to Brazil—Brazilian government exchange control policies could increase the cost of servicing our foreign currency-denominated debt, adversely affect our ability to make payments under our foreign currency-denominated debt obligations and impair our liquidity” and “—Risk Factors—Risks Relating to Our Class A Preferred SharesEquity and the ADSs— Debt Securities—If holders of the ADSs exchange them for class A preferred shares, they may risk temporarily losing, or being limited in, the ability to remit foreign currency abroad and certain Brazilian tax advantages.”

The following table shows the selling rate for U.S. dollars for the periods and dates indicated. The informationITEM 3.A (Reserved)

ITEM 3.B CAPITALIZATION AND INDEBTEDNESS

Not applicable.

ITEM 3.C REASONS FOR THE OFFER AND USE OF PROCEEDS

Not applicable.

ITEM 3.D RISK FACTORS

Summary of Risk Factors

Below is a summary of certain factors that make an investment in the “Average” column represents the averageour securities speculative or risky. Importantly, this summary does not address all of the exchange rates onrisks and uncertainties that we face. This summary is qualified in its entirety by a more complete discussion of such risks and uncertainties. In evaluating an investment in our securities, investors should carefully read the last dayrisks described below, as well as other risks and uncertainties that we face, which can be found under “—Risk Factors” in this section of each month duringthis annual report. If any of the periods presented.following events occur, our business, financial condition, and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

   Reais per U.S. Dollars 

Year

  High   Low   Average   Period End 

2012

  R$  2.112   R$  1.702   R$1.955   R$2.043 

2013

   2.446    1.953    2.161    2.343 

2014

   2.740    2.197    2.355    2.656 

2015

   4.195    2.575    3.339    3.905 

2016

   4.156    3.119    3.483    3.259 
    Reais per U.S. Dollars 

Month

   High   Low 

March 2017

 

  R$3.1735   R$3.0765 

April 2017

 

   3.1984    3.0923 

May 2017

 

   3.3807    3.0924 

June 2017

 

   3.3362    3.2307 

July 2017

 

   3.3193    3.1256 

August 2017

 

   3.1976    3.1161 

September 2017 (through September 21)

 

   3.1389    3.0852 

Source:Central Bank.

Risk Factors

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Risks Relating to Our CompanyBusiness and the Petrochemical Industry

·The cyclical and volatile nature of the petrochemical industry may reduce our net revenue and gross margin.
·Adverse conditions in the petrochemical industry may adversely affect demand for our products.
·Global macroeconomic factors have had, and may continue to have, adverse effects on the margins that we realize on our products.
·Higher costs for the acquisition of raw materials may increase the cost of the products we sell, and may reduce our gross margin and negatively affect our overall financial performance.
·We may be affected by instability in the global economy and by financial turmoil, including as a result of military conflicts such as the Russia and Ukraine and/or Israel and Hammas conflicts.
·We face competition from suppliers of polyethylene, polypropylene, PVC, and other products.
·We may face competition from producers of substitutes for our products as a result of evolving technology, consumer and industry trends and preferences, and regulatory changes.
·We depend on Petrobras to supply us with a substantial portion of our naphtha, ethane, propane, light refinery hydrocarbon, and propylene needs, and also on logistics services.
·We depend on ethane supplied by Pemex TRI in Mexico.
·Global or regional health pandemics or epidemics, may adversely affect our business, financial condition and results of operations.
·We rely on limited or sole-source suppliers for our raw materials, inputs, and energy, including transportation thereof.
·We may be materially adversely affected if there is an imbalance in global logistics, which may cause disruptions to our transport, storage, and distribution operations, negatively impacting the costs related thereto.
·We rely on access to third-party licensed technology and related intellectual property, and if such rights cease to be available to us on commercially reasonable terms, or at all, or if any such third party ceases to provide us with technical support under license or technical services agreements, certain of our production facilities, our operating results and financial condition could be adversely affected.
·Some of our shareholders may have the ability to determine the outcome of corporate actions or decisions, which could affect the holders of our class A preferred shares and the ADSs.
·We may be subject to attempts to acquire our control, which may lead to significant changes in management, the strategies that we are currently pursuing, or in our current corporate governance practices.
·We may face conflicts of interest in transactions with related parties.
·Under our growth strategy, we may pursue strategic acquisitions, investments, and investments in new businesses. The failure of an acquisition, investment, or investments in new businesses to produce the anticipated results, or the inability to integrate an acquired company, could adversely affect our business's financial condition and results of operations.
·Adjustments in tariffs on imports that compete with our products could cause us to lower our prices.
·Changes in U.S. and global trade policies and other factors beyond our control may adversely impact our business, financial condition, and results of operations.
·A failure to comply with export control or economic sanctions laws and regulations could have a material adverse impact on our results of operations, financial condition, and reputation.
·Our business and operations are inherently subject to environmental, health, and safety risks. As a result, our business is also subject to several stringent regulations, including environmental regulations.
·Unfavorable outcomes in pending or future litigation may reduce our liquidity and negatively affect our financial performance and financial condition, including potential new claims related to the geological event in Alagoas.
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·We could be materially affected by violations of the FCPA, the Brazilian Anti-Corruption Law, and similar anti-corruption laws.
·Climate change may negatively affect our business, financial condition, results of operations, and cash flow.
·If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and could affect our ability to make principal and interest payments on our debt obligations.
·Unauthorized disclosure or loss of intellectual property, trade secrets, other sensitive business or personal information, or disruption in information technology by cyberattacks or other security breaches, as well as our failure to comply with data protection laws and information security requirements, can subject us to significant penalties or liability and can adversely impact our operations, reputation, and financial results.
·There can be no assurance that Novonor will remain our controlling shareholder. Novonor and Petrobras may enter into transactions or other arrangements that may result in us not having a controlling shareholder. If no single shareholder or group of shareholders holds more than 50% of our voting stock or exercises a controlling interest, there may be increased opportunities for alliances between shareholders and conflicts between them.
·Novonor and Petrobras have requested us to conduct studies for a potential migration of Braskem to the Novo Mercado listing segment of the B3, which, if completed, would lead to the conversion of all of our class A and class B preferred shares into common shares and the revision of our corporate governance practices to conform to the Novo Mercado rules.
·The intended corporate reorganization communicated by Novonor and Petrobras to us may not be approved or implemented, and the migration to the Novo Mercado listing segment of the B3 may not occur.
·We expect to lose the right of preference set forth in the current shareholders’ agreement with respect to new business opportunities in the petrochemical sector, and as result, Petrobras, which is our largest supplier of raw materials in Brazil, will be able to invest in the petrochemical sector independently from us and without first giving us a preference to do so.
·Changes in tax laws may result in increases in certain direct and indirect taxes, which could reduce our gross margin and negatively affect our overall financial performance.

Risks Relating to Brazil

·Brazilian political, economic, and business conditions, as well as the Brazilian government’s economic and other policies, may negatively affect demand for our products as well as our net revenue and overall financial performance.
·Fluctuations in the real/U.S. dollar exchange rate could increase inflation in Brazil, raise the cost of servicing our foreign currency-denominated debt, and negatively affect our overall financial performance.
·Fluctuations or changes in, or the replacement of, interest rates could impact the cost of servicing our debt or reduce our financial revenue, affecting our financial performance.

Risks Relating to Mexico

·A renegotiation of commercial treaties or changes in foreign policy among Mexico, Canada, and the United States may negatively affect our business, financial condition, results of operations, and prospects.
·Political events in Mexico could affect the Mexican economic policy and our business, financial condition and results of operations.
·We source part of our ethane feedstock from Pemex TRI in Mexico, which we expect to be our primary main source of ethane until the Ethane Import Terminal is operational.
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Risks Relating to Our Equity and Debt Securities

·All of the shares issued by Braskem and owned by NSP Inv. are secured for the benefit of certain secured creditors of the Novonor Group.
·Holders of our class A preferred shares or the ADSs may not receive any dividends or interest on shareholders’ equity.
·If holders of the ADSs exchange them for class A preferred shares, they may risk temporarily losing, or being limited in, the ability to remit foreign currency abroad and certain Brazilian tax advantages.
·The relative volatility and liquidity of the Brazilian securities markets may adversely affect holders of our class A preferred shares and ADSs.
·Brazilian insolvency laws may be less favorable to holders of our shares, ADSs, and outstanding debt securities than bankruptcy and insolvency laws in other jurisdictions.

Risk Factors

Risks Relating To Our Business And The Petrochemical Industry

The cyclical and volatile nature of the petrochemical industry may reduce our net sales revenue and gross margin.

The petrochemical industry, including the global markets in which we compete, is cyclical and sensitive to changes in global supply and demand. This cyclicality may reduce our net sales revenue, increase our costs, and decrease our gross margin, including as follows:

downturns in general business and economic activity may cause demand for our products to decline;

when global demand falls, we may face competitive pressures to lower our prices;

increases in prices of the main raw materials we use, principally naphtha, ethane and propylene; and

if we decide to expand our plants or construct new plants, we may do so based on an estimate of future demand that may never materialize or materializes at levels lower than we predicted.
·downturns in general business and global economic activity may cause demand for our products to decline;
·when global demand falls, we may face competitive pressures to lower our prices;
·increases in prices of the main raw materials we use, including naphtha, ethane, and propylene; and
·if we decide to expand our plants or construct new plants, we may do so based on an estimate of future demand that may never materialize or may materialize at levels lower than we predicted.

Historically, the international petrochemical markets have experienced alternating periods of limited supply, which have caused prices and profit margins to increase, followed by expansion of production capacity worldwide, which has resulted in oversupply and reduced prices and profit margins. Prices in the petrochemical industry follow the global petrochemical industry, and we establish the prices for the products we sell in Brazil, other countries in Latin America, the United States, Europe, and the world with reference to international market prices. Therefore, our net sales revenue, feedstock costs, and gross margin are increasingly linked to global industry conditions that we cannot control, and which may adversely affect our results of operations and financial position. Additionally, to the global supply and demand, changes in energy prices in the region in which we operate could impact the result of our operations.

Moreover, relevant events or changes in the cycle and in the petrochemical industry, including technological innovations, and regulatory changes including related to climate change, may materially affect the future profitability of our business and consequently reduce the recoverable value of our assets, which is reviewed by the annual impairment test, which may adversely affect the profit attributable to our shareholders.

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Adverse conditions in the petrochemical industry may adversely affect demand for our products.

Sales of our petrochemical and chemical products are tied to global production levels and demand, which can be affected by macro-economic factors such as interest rates, international oil prices, energy prices, shifts to alternative products, consumer confidence, employment trends, regulatory and legislative oversight requirements, trade agreements, regulatory developments including related to climate change, as well as regional disruptions, armed conflicts, natural disasters, epidemics, pandemics, or other global events. Therefore, our net revenue, feedstock costs, and gross margin are linked to global conditions that we cannot control, and which may adversely affect our results of operations and financial position. For example, the persistence of the geopolitical conflicts, such as the war involving Russia and Ukraine and Hammas and Israel in the Gaza Strip (including economic sanctions and other regulations imposed by the United States and other international countries as a result thereof) could negatively impact supply chains worldwide and demand for our products and the raw materials we use. Should the conflict in Ukraine or other international locations further escalate, it is difficult to anticipate the extent to which the consequences of such conflict, including without limitation effects on the price of oil and current or future sanctions, could increase our costs, disrupt our supplies, reduce our sales, or otherwise affect our operations.

We face competition from suppliers of polyethylene, polypropylene, PVC, and other products.

We face strong competition across all of our products. Some of our foreign competitors are substantially larger and have greater financial, manufacturing, technological, and/or marketing resources than us. Our U.S. operations face competition in the United States from other North American suppliers that serve the North American market. Our European operations face competition in Europe and the other export markets that it serves from European and other foreign suppliers of polypropylene. Our Mexico operations face competition from Mexican and U.S. producers of polyethylene. Competitors from South America may export to Brazil with reduced or no import duties, including through the Manaus Free Trade Zone (“Zona Franca de Manaus”). In addition, suppliers of almost all continents have regular or specific sales to trading companies and direct customers in Brazil for our products, including resins.

We generally follow the international markets with respect to the prices for our products sold in Brazil. The domestic price is determined by the import parity, which is based on converters’ imports into Brazil and typically represents spot market price including exchange rate fluctuations, plus import tariffs that the Brazilian government uses to implement economic policies. Adjustments of tariffs could lead to increased competition from imports, causing us to lower our domestic prices and impact the demand for our products, which would likely result in lower net revenue and could negatively affect our overall financial performance. This effect combined would have a negative impact on our gross margins and overall financial performance. We have no control over the import tax rate policy in Brazil or Mercosur (the Southern Common Market, or Mercosur in Spanish), a common market that serves as a regional integration process and was initially established by Argentina, Brazil, Paraguay, and Uruguay, and subsequently joined by Venezuela and Bolivia. Petrochemical import taxes that are currently in place have changed in the past and may change in the future, including as a result of decisions of the Brazil government or Mercosur. We generally set the prices for our products exported from Brazil based on international market prices. We set the prices for products sold in the United States and Europe based on market pricing in such regions. The price for polyethylene in Mexico is based on prices in the U.S. Gulf Coast region.

As a result of the commissioned fractioned gas-based ethylene and new polyethylene capacities and of the expected new capacities for the production of resins and petrochemicals, coupled with the competitive pricing of feedstock for petrochemicals production such as ethane, we anticipate that we may experience increased competition from producers of thermoplastic resins, especially from North American, Middle Eastern, and Chinese producers, in the markets in which we sell our products. In addition, the Chinese government has exercised, and continues to exercise, significant influence over the Chinese economy, including governmental actions to incentivize and achieve self-sufficiency production in some specific chains, such as PE and PP. Those new capacities could lead to a rebalancing of global export flows and an increase in global competition from our competitors, which are larger and have greater competitive advantages than us.

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In addition, exchange rate variations may affect the competitiveness dynamics in different regions in which we operate. For instance, the appreciation of the real against the U.S. dollar may increase the competitiveness of imported productswhich may increase the competition from resins producers in Brazil. Also, (i) the appreciation of the Euro against the U.S. dollar may increase the competitiveness of imported products and, as a consequence, increase competition from imports, and (ii) the appreciation of the Mexican peso against the U.S. dollar may increase the competition from other resins producers in Mexico.

We may face competition from producers of substitutes for our products as a result of evolving technology, consumer and industry trends and preferences, and regulatory changes.

We compete in a market that relies on technological innovation and the ability to adapt to evolving consumer and global industry trends and preferences. Petrochemical products and other products produced with our petrochemical products, such as consumer plastic items, are subject to changing consumer and industry trends, demands, and preferences, as well as stringent and constantly evolving regulatory and environmental requirements. Therefore, products once favored may, over time, become disfavored by consumers or industries or no longer be perceived as the best option, which may, therefore, affect our results of operations and financial position.

Plastic waste and climate change are global environmental concerns that receive growing attention from society in general, national and local governments, private companies, trendsetters, and consumers worldwide. There has been a growing trend to attempt to move away from the use of plastic products, which has been backed by governmental and lawmaking initiatives.

In 2019, the European Union parliament approved regulations banning as of 2021 single-use plastic items such as plates, cutlery, straws, and cotton buds sticks and adopting a strategy for the disposal of plastic products in a circular economy that aims to increase recycling significantly and targets the plastic products most often found on beaches and in seas. The European Union is now currently revising such rules to increase recycling and recycled content targets, as well as to establish new regulations on the design and labeling of plastic products. In addition, state and local governments in other countries, for example in China and in Brazil, have also proposed or implemented bans on single-use plastic products. Regarding regulatory issues related to plastic for single use in Brazil, proposed regulations are being discussed at the federal, state, and municipal levels.

Additionally, legislative proposals on carbon border adjustment mechanisms aiming at preventing carbon leakage have been under discussion in several countries. So far, none of the proposals have yet affected chemicals and plastic resins, but this might change in the future. Recently, UNEP has started conversations to negotiate an international legally binding instrument aiming at eliminating plastics pollution. These rounds of negotiations are expected to take at least two years, but some of the proposals include reducing and even prohibiting the production of certain plastic products considered “problematic.” The expansion of regulation or the prohibition of the use and sale of plastic products could increase the costs incurred by our customers or otherwise limit the application of these products and could lead to a decrease in demand for resins and other products we make. Such a decrease in demand could adversely affect our business, results of operations, and financial condition.

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We have as a core part of our strategy to grow our biobased and recycling business. We are supporting several initiatives to foster a low-carbon circular economy (reusing and repurposing resources within the economy), including, but not limited to (i) partnerships to develop new products and applications to improve efficiency and promote recycling and reuse (circular design); (ii) development of a portfolio of innovative products with recycled and biobased contents; (iii) development of recycling technology, supporting the advancement of studies and tests, for both chemical and mechanical recycling; (iv) environmental education and consumer engagement initiatives focused on educational actions, aimed at conscious consumption and proper disposal, with a positive impact on the recovery of plastic waste; and (v) circular design, which consists of the co-creation of new packaging solutions and businesses focused on circular solutions. We cannot predict the outcome of such initiatives since there still are many goals to be accomplished to reduce plastic waste and marine litter, which may lead to decreased interest in our products by our customers and consumers, impacting our results of operations and financial condition. Moreover, we may not be able to successfully implement our strategy to grow our renewables and recycling business, which could adversely affect our financial condition and results of operations.

Also, new competitors could develop new technologies to offer less carbon-intensive products, which could result in a loss of our competitiveness and a reduction of our revenues.

Factors that may affect consumer perception of our products or of consumer goods produced with our products may include health trends and attention to substitute products perceived as more environmentally friendly. For example, in recent years, we have witnessed a shift in consumer preference moving away from plastic straws and in favor of straws made from other materials, such as paper or other compounds. A failure to react to similar trends in the future could enable our competitors to grow or secure their market share before we have a chance to respond.

In addition, regulations may be amended or enacted in the future that would make it more difficult to appeal to our customers, end consumers, or marketing the products that we produce. For example, failure to comply with applicable policies, which could lead to lower demand for our products, banning of plastic products without allowing the search for alternatives employing efficient solutions, including resins produced by us, could have a material adverse effect on our business, results of operations and financial condition. Also, even if we are able to continue to promote our products, there can be no assurance that our competitors (including producers of substitutes) will not be successful in persuading consumers of our products to switch to their products. Some of our competitors may have greater access to financial or other resources than we do, which may better position them to react and adapt to evolving trends, preferences, and regulatory changes. Any loss of interest in our products or consumer products produced with our products may have a material adverse effect on our business, results of operations, and financial condition.

Our revenue from certain of our customers ismay be significant, and the credit risks associated with certain of these customers could adversely affect ourthe results of operations.our operations and increase expected credit losses.

We engage in a number ofseveral transactions where counterparty credit risk is a relevant factor, including transactions with certain of our customers and those businesses we work with to provide services, among others. These risks are dependent upon market conditions and also the real and perceived viability of the counterparty. The failure or perceived weakness of any of our counterparties has the potential to expose us to risk of loss in certain situations. Our revenue from certain of our customers ismay be significant, and the credit risks associated with certain of these customers could adversely affect our results of operations. Certain contracts and arrangements that we enter into with counterparties may provide us with indemnification clauses to protect us from financial loss. To the extent the credit quality of theseIn addition, delays in payment cycles by significant customers deteriorates or these customers seek bankruptcy protection,may adversely affect our ability to collect our receivables,liquidity and ultimately our results of operations, may be adversely affected.working capital.

Our results may be adversely affected by increases in reserves for uncollectible accounts receivable.

We have a large balance of accounts receivable and have established a reserve for the portion of such accounts receivable that we estimate will not be collected because of our customers’non-payment.

Additionally, If the viability of the business viability of certain of our customers deteriorates, these customers seek bankruptcy protection, or our credit policies are ineffective in reducing our exposure to credit risk relating to such customers, our ability to collect our receivables may be adversely affected, and additional increases in reserves for uncollectibleexpected credit losses accounts may be necessary, which could have a material adverse effect on our cash flows and results of operations. We record an allowance for doubtful accountsexpected credit losses in an amount we consider sufficient to cover estimated losses on the realization of our trade accounts receivable, taking into accountconsidering our loss experience and the average aging of our accounts receivable, but we cannot assure you that these amounts will be sufficient to cover eventual losses.

As of December 31, 2016, our total trade accounts receivable was R$2,084.9 million and the provision for doubtful accounts was R$380.6 million. Significant changesIn addition, delays in our historical loss experience on accounts receivable which are not apparent through our aging analysis could requirepayment cycles by significant changes to our provisions for doubtful accounts, and, therefore, have an adverse effect on our results of operations and financial condition.

Global macroeconomic factors have had, andcustomers may continue to have, adverse effects on the margins that we realize on our products.

Our results of operations may be materially affected by adverse conditions in the financial markets and depressed economic conditions generally. Economic downturns in geographic areas in which we sell our products may substantially reduce demand for our products and result in decreased sales volumes. Recessionary environments adversely affect our business because demand for our products is reduced.

Reduced or negative growth in emerging economies resulted in decreased growth in the global economy, which increase is estimated at 3.1% in 2016, according to the International Monetary Fund. In 2016, Brazil’s GDP contracted 3.6%, as compared to a contraction of 3.8% in 2015liquidity and growth of 0.5% in 2014, according to the IBGE. In 2016, demand for thermoplastic resins in Brazil declined by 1%.

In the United States, GDP grew by 1.6% in 2016 compared to growth of 2.6% in 2015 and growth of 2.4% in 2014, according to the U.S. Department of Commerce. In Europe, GDP grew by 1.7% in 2016 compared to growth of 2.0% in 2015 and growth of 1.4% in 2014, according to Eurostat, outpacing the United States for the first time since the 2008 financial crisis. Mexico’s GDP grew by 2.4% in 2016 compared to growth of 2.6% in 2015 and growth of 2.3% in 2014, according to Mexican Institute of Statistics and Geography.

Our ability to export to other countries is a function of the level of economic growth in those countries and other economic conditions, including prevailing inflation and interest rates. In addition, disruptions in the global balance between supply and demand may impair our ability to export our products in response to a decline in domestic demandobtain financing for these products. Prolonged volatility in economic activity in our key export markets,working capital, such as South America, Europe and Asia, could continue to reduce demand for somesales of our products and lead to increased margin pressure by importers into Brazil, which would adversely affect our results of operations.receivables.

We face competition from producers of polyethylene, polypropylene, PVC and other petrochemical products.

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We face strong competition across all of our petrochemical products. Our U.S. operations face competition in the United States from other U.S. producers of polypropylene and the other foreign producers of polypropylene that serve the United States. Our German operations face competition in Europe and the other export markets that it serves from European and other foreign producers of polypropylene. Our Mexico operations face competition from Mexican and U.S. producers of polyethylene producers. In Brazil, although only our vinyls business faces competition in Brazil, players from South America are able to export to Brazil with reduced or no import duties. In addition, producers of almost all continents have regular or spot sales to trading companies and direct customers in Brazil for petrochemicals and resins.

We generally set the prices for our second generation products sold in Brazil with reference to the prices charged for these products by foreign producers in international markets. We generally set the prices for our second generation products exported from Brazil based on international spot market prices. We set the prices for polypropylene sold in the United States and Europe based on regional market pricing. The price for polyethylene in Mexico is based on prices for the polymer in the U.S Gulf Coast region.

As a result of the announced commissioning of new ethylene capacity, particularly in the United States, in the Middle East and in China, coupled with the increased competitiveness ofgas-based ethylene producers in United States as a result of their relatively lower raw material costs, we anticipate that we may experience increasing competition from other producers of second generation products in the markets in which we sell these products. In addition, the appreciation of thereal against the U.S. dollar may increase the competitiveness of prices of imported products inreais,which may increase the competition in Brazil from other producers of second generation products. Some of our foreign competitors are substantially larger and have greater financial, manufacturing, technological and/or marketing resources than our company.

Higher raw materials costs would increase our cost of goodsproducts sold and services rendered and may reduce our gross margin and negatively affect our overall financial performance.

Naphtha, a crude oil derivative, is the principal raw material used by our Basic Petrochemicals Unit and, indirectly, in our other business units in Brazil.Brazil Segment. For the year ended December 31, 2023, Naphtha accounted directly and indirectly, for approximately 42.7%30.2% of our consolidated cost of sales and services renderedproducts sold. Comparatively, it represented 35.5% in 2016.

2022. In addition, Ethane and propane are the principal raw materials that we use to produce our basic petrochemical products in our petrochemical complex located in Duque de Caxias, in the State of Rio de Janeiro, or the Rio de Janeiro Complex, and represent the principal production and operating cost of that Basic Petrochemicals Unit. Ethanesuch Complex. In connection with our Brazil Segment, ethane and propane accounted directlyfor 1.1% and indirectly, for approximately 0.5% and 1.2%1.1%, respectively, of our consolidated cost of salesproducts sold during the year ended December 31, 2023. Comparatively, they accounted for 1.3% and services rendered1.4%, respectively, in 2016.2022.

Ethane is the principal raw material that we use to produce ethylene in the Mexico Complex and represents the principal production and operating cost of the Mexico Complex. Ethane accounted, directly and indirectly, for approximately 0.6% of our consolidated costs of sales and services rendered in 2016. Propylene is the principal raw material that we use to produce polypropylene in the United States and Europe and represents the principal production and operating cost of our USAUnited States and Europe Unit.Segment. We also purchase propylene in the Brazilian market for certain of our Brazilian polypropylene plants. Propylene accounted directlyfor 18.9% and indirectly, for approximately 16.8%21.2% of our consolidated costs of salesproducts sold during the year ended December 31, 2023, and services rendered2022, respectively.

Ethane is the principal raw material that we use to produce ethylene in 2016.the Braskem Idesa’s industrial site (“Mexico Complex") and represents its principal production and operating costs. In connection with our Mexico Segment, ethane accounted for 2.4% and 2,6% of our consolidated costs of products sold during the year ended December 31, 2023, and in 2022, respectively. The price of ethane is highly correlated with that of natural gas, and in 2023, due to the higher supply of ethane in the region combined with operational and logistical restrictions impacting exports, the average price of ethane (reference Mont Belvieu) decreased 48.8% from 2022, affecting the ethane price and the production and operating cost of the Mexico Complex.

In Brazil, we purchase the naphtha used by our Basic Petrochemicals Unitchemicals operations that are part of our Brazil Segment at prices based on the Amsterdam-Rotterdam-Antwerp naphtha price, or the ARA price, and the ethane and propane at Mont Belvieubased on United States market prices.references. We purchase ethane used by our Mexico UnitSegment at prices based on the Mont Belvieu purity ethane. We purchase the propylene used in Brazil and by our USA and Europe UnitUnited States plants at prices based on the U.S. Gulf (“USG”) reference price, or the USG price. We purchase the propylene used in our European plants as reported by international references based on the monthly contract price for propylene for Europe. We purchase light refinery off gashydrocarbon used in the São Paulo petrochemical complex at a price related to imported natural gas price.

The Amsterdam-Rotterdam-Antwerp marketARA price of naphtha fluctuates primarily based on changes in the U.S. dollar-based price of Brent crude oil onbut also follows the Intercontinental Exchange based in London. The Amsterdam-Rotterdam-Antwerpmarkets of fuels and petrochemicals. During the year ended December 31, 2023, the average price of naphtha price averageddecreased 16.4% when compared to 2022, reaching US$385643.0 per ton down 17% from 2015, explainedas a result of the lower oil prices, impacted by lower oil prices. The decrease mainly reflects (i)global demand.

For the higher production and uncertainties concerning global supply; (ii) higher inventories, especially inyear ended December 31, 2023, the U.S. Gulf region; and (iii) lower demand for fuel production.

The Mont Belvieu pricesaverage price of ethane averaged 20 cents(Mont Belvieu market reference) was US$0.25 per gallon, or US$146187.7 per ton, increasing 7%a decrease of 48.8% per ton from 2015,2022.

During the year ended December 31, 2023, the average price of the USG reference propylene was US$954.4 per ton, representing a decrease of 14.8% compared to 2022, which is explained by: (i) the lower PP demand in the region; and (ii) the lower oil price in the international market, due to lower global demand.

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For the year ended December 31, 2023, the average price of propylene in Europe was US$1,176.0 per ton, representing a decrease of 19.3% compared to 2022, which is explained by (i) lower demand, influenced by macroeconomic factors and higher production costs; and (ii) the stronger demand resulting from logistics debottlenecking projects, which supported higher export volumes.

The U.S. Gulf (USG)lower oil price reference for propylene averaged US$759 per tonof in 2016, or 12% lower than in 2015,the international market, due to the feedstock’s higher supply in the year from propane dehydrogenation, or PDH, which, despite some operating difficulties in the second half of 2016, operated at higher capacity utilization rates than in the prior year.lower global demand.

The European price reference for propylene averaged US$727 per ton in 2016, or 23% lower than in 2015, due to limited supply during most of 2015, when low inventories and an above-normal number of unscheduled shutdowns led to price increases in that period. The price of naphtha, ethane, propane, and propylene in U.S. dollars has been, and may continue to be, volatile. In addition, fluctuations ofin the U.S. dollar in the future may effectively increase our naphtha, or natural gasethane, propane, and propylene costs inreais. Any increase in naphtha, ethane, propane, or propylene costs would reduce our gross margin and negatively affect our overall financial performance to the extent we are unable to pass on these increased costs to our customers and could result in reduced sales volumes of our products.

We do not hedge against price changes in the price of our principal raw materials soand, as a result, we are exposed to fluctuations in the price of these primary raw materials.such fluctuations.

Currently, we do not hedge our feedstock’sexposure to feedstock price exposure.changes beyond transit periods when buying cargoes from foreign sources. We believe there is a natural hedge in the petrochemical industry dynamic, mainly due to the historical correlation observed between naphtha, the principal feedstock of a marginal producer and with higher production costs, and its final products (PE, PP, PVC, and others). Historically, naphtha price fluctuations show a high historical correlation between our feedstock (most notably, naphtha) and our final products (polyethylene, polypropylene and PVC, among others). Historically, fluctuations in naphtha’s price were followed by variations in the same directionwith changes in first- and second-generation petrochemical products. An eventualTherefore, any hedge solely inwith respect to naphtha’s price would break this natural protection, which could makemost likely making our results more volatile. However, considering our ongoing process of feedstock diversification, withCompared to naphtha and propylene, ethane and propane representingprices show a more significant portion of our variable costs, the natural protection described above tends to be impaired. This occurs because ethane and propane have significantly lower correlation to the price of our products. As a result, final products, when compared to naphtha and propylene. In the past, when this scenario has materialized, we haveconsumer prices may not been able to pass on all of the corresponding increases in our feedstocks costs, which reduce our gross margin and net income. If this impairment of our natural protection continues and we experience significant volatility in the prices of our feedstocks or final product, there could be a material adverse effect on our results of operations.reflect feedstock cost fluctuations.

We depend on Petrobras to supply us with a substantial portion of our naphtha, ethane, propane, light refinery hydrocarbon and propylene requirements.needs, and also on logistics services.

Petróleo Brasileiro S.A. – Petrobras, or Petrobras is the onlya relevant Brazilian supplier of naphtha for us and has historically supplied approximatelyup to 70% of the naphtha consumed by our Basic Petrochemicals Unit.chemicals operations that are part of our Brazil Segment. Currently, Petrobras currently is also our primary supplier of ethane, propane, propylene, and light refinery off gashydrocarbon and has historically supplied the ethane, propane, and light refinery off gashydrocarbon consumed at our petrochemical complex located in Duque de Caxias in the State of Rio de Janeiro, or the Rio de Janeiro Complex and our chemical complex located in Capuava, in the State of São Paulo, Complex.or the São Paulo Complex, respectively.

We are a party to several propylene contracts with Petrobras refineries, which in 2016 were responsible for the supply of 36.5%have historically supplied 40% of our propylene demandneeds to produce polypropylene in Brazil.Brazil at prices based on international references. As a result of the limited infrastructure in Brazil to allow the importation of propylene in large quantities and substantial costs associated with the storage and transportation of the product, we are highly dependentdepend on the propylene supplied by Petrobras.

Petrobras to operate our PP plants at optimal operational levels.

We have five propylene supply agreements with Petrobras that will expire between 2026 and 2029 and one contract for light refinery hydrocarbon that will expire in 2028. We cannot assure that these agreements will be renewed and, if renewed, whether we will be able to keep the same terms and conditions currently in force, including with respect to pricing, volume, pipeline and other infrastructure access. We also have the possibility to make spot propylene purchases from Petrobras in order to seize opportunities in the PP market, in case there are positive margins.

Thus,In June 2020, we entered into new agreements with Petrobras for the supply of petrochemical naphtha to our industrial units in Bahia and Rio Grande do Sul. The agreements, with a term of five years following the expiration of the prior agreement with Petrobras, establish the supply of a minimum annual volume of 650,000 tons and, at the option of Petrobras, an additional volume of up to 2.85 million tons per year, at the price formula linked to the international reference ARA. In addition, to guarantee access to the naphtha logistics system in Rio Grande do Sul, we also renewed the storage agreement with Petrobras until 2025 at REFAP located in the city of Canoas and until June 2024 for the storage at TEDUT located in the city of Osório.

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In December 2020, we concluded the renewal of our feedstock supply agreements in Brazil with Petrobras for the supply of petrochemical naphtha to our industrial unit in São Paulo and ethane and propane to our industrial unit in Rio de Janeiro. The agreements, with a term of five years following the expiration of the prior agreements, establish the supply of up to 2.0 million tons per year of petrochemical naphtha to our industrial unit in São Paulo and up to 580,000 tons of ethylene equivalent (volume of ethylene per ton of ethane and propane) per year to our industrial unit in Rio de Janeiro, with prices based on international reference.

In December 2021, Petrobras concluded the sale of its refinery in Bahia (RLAM) to Acelen. With the conclusion of the sale, our agreement for the supply of 450,000 tons of naphtha with Petrobras to supply to our industrial unit in Bahia was transferred to Acelen, which became our supplier for the same volume.

Petrobras controls a substantial portion of the pipeline infrastructure used to transport naphtha across Brazil and is our primary supplier of naphtha, ethane, propane, propylene, and light refinery hydrocarbon. A failure to renew or extend our existing agreements for the supply of raw materials or pipeline infrastructure use or termination of such agreements with Petrobras could lead to difficulties in accessing Petrobras’ pipeline infrastructure. The alternative would be to access pipeline infrastructure by negotiating with Transpetro and, if necessary, the National Petroleum Agency, or the ANP, which would grant access to the pipeline infrastructure at a cost defined by the ANP.

Therefore, our production volumes and net sales revenue would likely decrease, while our costs would likely increase, and adversely affect our overall financial performance in the event of the following:

significant damage to Petrobras’ refineriesoccurrence of one or to the port facilities through which Petrobras imports naphtha, or to anymore of the following:

·significant damage to Petrobras’ supply infrastructure through which Petrobras and Braskem import naphtha, or to any of the pipelines connecting our plants to Petrobras’ facilities, whether as a result of an accident, natural disaster, fire, or otherwise;
·termination by Petrobras of the naphtha, ethane, propane, propylene, and light refinery hydrocarbon supply contracts with us, which provide that Petrobras may terminate the contracts for certain reasons;
·considering that Petrobras (and/or its subsidiaries) controls a substantial portion of the logistics infrastructure of our raw material across Brazil and our existing agreements for using its assets and their operation over certain Braskem’s assets, we could also assume that we would face difficulties to import and ensure access of raw material to our crackers in a scenario that these agreements are terminated by Petrobras (and/or its subsidiaries) and therefore with a substantial impact on the infrastructure that we currently access; or
·failure to renew or extend our existing agreements for the supply of raw materials or pipeline infrastructure use, considering that Petrobras is conducting a divestment plan of its assets that also includes certain refineries that supply naphtha and propylene to us and some logistic infrastructure assets.

If the supply agreements are terminated or not renewed, our plants to Petrobras’ facilities, whether as a consequence of an accident, natural disaster, fire or otherwise; or

any termination by Petrobras of the naphtha, ethane, propane or propylene supply contracts withproduction volumes and net revenue would likely decrease, while our company, which provide that Petrobras may terminate the contracts for certain reasons described in “Item 4. Information on the Company.”
costs would likely increase, and adversely affect our overall financial performance.

In addition, although regulatory changes have ended Petrobras’ monopoly in the Brazilian naphtha market and have allowed us to import naphtha, any restrictions imposed on the importation of naphtha into Brazil could increase our production costs. For a discussion of additional risks related to sole-source suppliers, see “—We rely on limited or sole-source suppliers forcosts, which would reduce our raw materials.”gross margin and negatively affect our overall financial performance.

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We depend on propylene and ethylene supplied by third parties in the United States and Europe.

Our reliance on third partythird-party suppliers poses significant risks to our results of operations, business, and prospects. We rely upon third parties to supply our plants with propylene.propylene and ethylene. We acquire propylene and ethylene for our polypropylene plants in the United States under a variety of long-term supply agreements and through the spot market. As of December 31, 2016,2023, we had long-term19 propylene supply agreements and two ethylene supply agreements with multipleseveral suppliers. The pricing formulas for propylene and ethylene under these supply agreements are generally based on market prices. A portion ofWe cannot assure you that these agreements will be renewed and, if renewed, whether we will be able to keep the propylene suppliedsame terms and conditions currently in force, including with respect to our gulf coast plants is provided by a limited agreement that we formed with a leading basic petrochemicals producer, under which we acquire propylene produced by an ethylene facility of that producer in La Porte, Texas. Under the terms of the partnership agreement, the partnership has agreed to provide us with sufficient propylene to produce up to approximately 25% of our U.S. gulf coast plants’ current annual production capacity into early 2018, at prices calculated based on a cost-based formula that includes a fixed discount that declines until 2018.pricing, volume, pipeline, and other infrastructure access.

We acquire propylene for our polypropylene plants in Germany under long-term supply agreements that provide for the supply of 91%around 90% of the propylene requirements of these plants. We have two main supply agreements in Germany. One will expire in SeptemberThe first has an initial five-year term effective as of 2021 and is automatically renewable for consecutiveone-year terms, unless cancelled by onethe second has a current validity term of the parties, and the other expires in December 2021.3 years. The pricing formulaprice quotation for propylene under these long-term supply agreements is based on market prices.are related to the monthly contract price for propylene for Europe (as reported by ICIS-LOR), varying their discounts and/or formula rational according to each supplier.

We cannot assure you that these agreements will be renewed and, if renewed, whether we will be able to keep the same terms and conditions currently in force, including with respect to pricing, volume, pipeline, and other infrastructure access.

Delays in the availability of acceptable quality propylene or our inability to obtain such acceptable propylene in the quantities we need over what has been contracted or at all may adversely affect our revenue and results of operations.

We depend on ethane supplied by Pemex TRI in Mexico.

We currently source a significant portion of our supply of ethane, which is the primary feedstock used in our polyethylene production process, from Pemex Transformación Industrial (“Pemex TRI”), a state-owned Mexican entity, which is a subsidiary of Petróleos Mexicanos, Pemex, the state-owned Mexican oil and gas company, pursuant to an ethane supply agreement (the “ethane supply agreement”), entered into by Braskem Idesa S.A.P.I. (“Braskem Idesa”), which is our joint venture with Grupo Idesa, S.A. de C.V.(“Idesa”), with Pemex TRI under competitive commercial conditions at prices that reference the Mont Belvieu purity ethane price, a U.S. dollar-based international reference price. As a result, our production volumes, net revenue, and profit margins would likely decrease and materially adversely affect our overall financial performance in case one or more of the following events occur:

·significant damage to Pemex TRI’s gas processing centers or to any of the pipelines connecting our complex to Pemex TRIs facilities, whether as a consequence of an accident, natural disaster, fire, or otherwise;
·any further decrease in the amount of ethane currently being delivered by Pemex TRI to our petrochemical complex;
·any dispute with Pemex TRI and Pemex Exploración y Producción, or Pemex PEP, related to the ethane supply agreement, including the non-recognition or non-payment of shortfall penalties and the decrease or failure to supply the contracted volume of ethane;
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·any material default by us or by Pemex TRI to supply/receive ethane in the contractually agreed volumes or qualities under the ethane supply agreement;
·any material breach or termination by Pemex TRI or by us of the ethane supply agreement, or any material breach or termination by other Mexican state-owned companies of related supply (including those for the transportation of supplies) agreements, including a non-recognition of extension term after February 2025; or
·delays in the availability of ethane of acceptable quality, or our inability to obtain acceptable ethane in the quantities and quality that we need, or at all, or at reasonable prices.

Under the ethane supply agreement with Pemex, if Pemex TRI fails to deliver the contracted minimum daily volume during a given quarter, it may offset this shortfall by delivering additional quantities of ethane during the two immediately subsequent quarters. If it does not do so, Pemex TRI will be required to pay Braskem Idesa a penalty equivalent to the average price of the ethane that was not delivered in the period in question. On the other hand, if Braskem Idesa fails to purchase the contracted minimum daily volume, we may be able to offset this deficit by purchasing additional amounts of ethane during the two immediately subsequent quarters. If it does not do so, Braskem Idesa will be required to pay a penalty to Pemex TRI equivalent to the average price of ethane that was not purchased during the period in question.

Furthermore, the ethane supply agreement could also be impacted by changes in laws and regulations, terminated or modified by Pemex TRI as a result of political pressure or be subject to expropriation or other adverse measures by the Mexican government or government entities. Braskem Idesa may also renegotiate the terms of the ethane supply agreement, voluntarily or as a result of changes in laws and regulations, or otherwise.

The provisions for early termination by Pemex TRI under the Ethane Supply Agreement include: (i) failure by Braskem Idesa to pay that continues for more than six months after notice or (ii) an emergency stoppage in operations or force majeure event due to which Braskem Idesa’s insurers consider the complex to be a total loss, or after which Braskem Idesa cannot or does not resume operations for 48 months.

If Pemex TRI (i) delivers less than an average of 75% of the agreed volume over a six-month period, (ii) reaches the annual limit in respect of shortfall penalties owed by Pemex TRI to Braskem Idesa and such limit is not waived by Braskem Idesa, or (iii) materially breaches any of its obligations related to the supply of ethane thereunder; Braskem Idesa has the right to notify Pemex TRI through a notice of breach. If such breach continues for more than six months after notice, or an extended period if the parties agree, Braskem Idesa has the right to terminate the ethane supply agreement and require Pemex TRI and Pemex PEP to repay certain outstanding debt and compensate Braskem and Idesa according to an agreed valuation formula including the repayment of certain of our debt in the form of a put option right under the ethane supply agreement.

On September 27, 2021, Braskem Idesa entered into (i) an amendment to the ethane supply agreement (the “amendment to the ethane supply agreement”) with Pemex Tri and Pemex Exploración y Producción to settle certain prior contractual outstanding issues and (ii) an agreement with Pemex, Pemex Logística and other Mexican government entities, establishing certain support measures to the project to build an ethane import terminal with the capacity to meet all of Braskem Idesa’s feedstock requirements (the “Ethane Import Terminal Agreement”).

The amendment to the ethane supply agreement changed the minimum volume commitment to 30,000 barrels per day until the earliest of (i) the operational startup of the ethane import terminal or (ii) February 2025 (which could be extended if there are delays in obtaining licenses). The amendment to the ethane supply agreement also gave Braskem Idesa the preemptive right to acquire all of the ethane that Pemex has available and has not consumed in its own production process until 2045 at international benchmark prices. The terminal project is designed to complement the ethane supply in Mexico and enables Braskem Idesa to operate at full capacity by accessing new feedstock sources.

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Braskem Idesa and its operations in Mexico, including agreements entered into with state-owned or state-controlled entities, are subject to political interference by the Mexican government, which may lead to the termination or repudiation of certain contractual relationships and interference on Braskem Idesa’s operations that may materially and adversely affect us.

Any termination, cancelation or modification of the ethane supply agreement or reduction in the amount of shortfall penalties owed to us by Pemex TRI for any other reason, could have an adverse effect on our results of operations and financial position.

We depend on services and products supplied by a Mexican state-owned company.

Braskem Idesa has entered into agreements with Mexican state-owned companies for the transportation of natural gas and water supply, among others. Any termination, cancelation, modification or failure to renew such agreements could have an adverse effect on our business, results of operations and financial condition.

Furthermore, such agreements could also be impacted as a result of changes in laws and regulations, terminated or modified as a result of political pressure, or be subject to expropriation or other adverse measures by the Mexican government or government entities. We may also renegotiate the terms of such agreements voluntarily or as a result of changes in laws and regulations or otherwise.

We rely on limited or sole-source suppliers for our raw materials, inputs, and energy, including transportation thereof.

We rely on Petrobras for most or all of our supply of ethane, propane, light refinery hydrocarbon, and propylene in Brazil, a few companies for a large portion of our supply of propylene in our United States and Europe Segment, and Pemex TRI for most of our supply of ethane in Mexico. In Mexico, Cenagas (Centro Nacional de Control del Gas Natural), which is a state-owned agency, is the sole provider of gas transportation services. We rely on Cenagas for the transportation of natural gas to our Mexico Complex. For ethane supply to Mexico, we rely on several international suppliers for most of the purchases for the cracker located in Mexico.

For naphtha supply to Brazil, we rely on several international suppliers for most of the purchases for the crackers in the states of Bahia and Rio Grande do Sul, and we rely on Petrobras for all of the supply for the cracker located in the state of São Paulo, and we rely on Petrobras for a major part of our supply of ethane and propane in the state of Rio de Janeiro. Also, we are subject to substantial risks because of our reliance on these and other limited or sole-source suppliers of raw materials, additives, catalyzers, other inputs, energy, and other utilities, including the following risks:

·if a supplier does not provide naphtha, ethane, propane, light refinery hydrocarbon, propylene, sea salt, other inputs (including natural gas), or energy, as the case may be, that meet our or their specifications in sufficient quantities and with acceptable performance or quality on time or deliver when required, then sales, production, delivery of our products to our customers on a timely manner and revenue from our plants could be adversely affected;
·if our relationship with a key supplier changes or is adversely affected, for example, due to competitive pressures (or conflicting interests), we may be unable to obtain naphtha, ethane, propane or propylene, natural gas, or other inputs, as the case may be, on satisfactory financial terms;
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·if an interruption of supply of naphtha, ethane, propane, light refinery hydrocarbon, propylene, sea salt, other inputs (including natural gas), or energy, as the case may be, occurs because a supplier changes its technology roadmap, suffers damage to its manufacturing facilities, decides to no longer provide those products or services, increases the price of those products or services significantly or imposes reduced delivery allocations on its customers, it could take us a considerable period of time to identify and qualify alternative suppliers;
·some of our key suppliers are small companies with limited financial and other resources, and as a result, they may be more likely to experience financial and operational difficulties than larger, well-established companies, which increases the risk that they will be unable to deliver products as needed;
·some of our suppliers are state-owned enterprises subject to political interference, including in Mexico; and
·if a key supplier is acquired or there is a significant change in business, the production and sales of our systems and services may be delayed or adversely affected, or our development programs may be delayed or may be impossible to complete.

Delays in the availability of naphtha, ethane, propane, light refinery hydrocarbon, propylene, sea salt, other inputs (including natural gas), or energy of acceptable quality, or our inability to obtain such acceptable naphtha, ethane, propane, light refinery hydrocarbon, propylene, sea salt, other inputs (including natural gas) or energy in the quantities we need or at all, may adversely affect our revenue and results of operations.

We dependRisks Relating To Global Macroeconomics Factors

Global macroeconomic factors have had, and may continue to have, adverse effects on ethane suppliedthe margins that we realize on our products.

Our results of operations may be materially affected by Pemex TRIadverse conditions in Mexico.the financial markets and generally depressed economic conditions. Economic downturns in geographic areas or jurisdictions in which we sell our products may substantially reduce demand for our products and result in decreased sales volumes. Recessionary environments, including global inflation, adversely affect our business because demand for our products is reduced and our costs increase.

In Mexico, Braskem Idesa has entered intoaddition, raw materials and other costs in our business are subject to wide fluctuations depending on market conditions and government policies. These costs are influenced by several factors over which we have little or no control, including, but not limited to, international and national economic conditions, including higher natural gas costs in Europe, regulations, government policies (including those applicable to the pricing policies of Petrobras, which is one of our main suppliers in Brazil), tariff adjustments and global effects of supply and demand, particularly on commodity prices. We cannot assure that the prices of our products may be increased in a long-termtimely manner or be sufficient to keep pace with or offset increases in inflation, operation costs and expenses, amortization of investments, and taxes. As a result, we might not be able to pass on the increased costs to our customers, which could decrease our profit margin and result in a material adverse effect on our business, financial condition, and results of operations.

Our ability to export to other countries depends on the level of economic growth in those countries and other economic conditions, including prevailing inflation and interest rates. In addition, disruptions in the global balance between supply contractand demand and logistics constraints may impair our ability to purchase ethane from Pemex Transformación Industrial (successorexport our products. Prolonged volatility in economic activity in our key export markets, including the United States, South America, Europe, and Asia, could continue to reduce demand for some of Pemex Gas y Petroquímica Básica), or Pemex TRI,our products, which would adversely affect our results of operations.

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We may be affected by instability in the global economy and by financial turmoil, including as a state-owned Mexican company, under competitive commercialresult of military conflict.

Instability in the global markets and in the geopolitical environment in many parts of the world, as well as other disruptions, may continue to put pressure on global economic conditions. Concerns over the recession, inflation, higher interest rates, geopolitical issues, the global financial markets, unstable global credit markets and financial conditions, and the COVID-19 pandemic have led to periods of significant economic instability, declines in consumer confidence and discretionary spending, diminished expectations for the global economy and expectations of slower global economic growth in the future, and increased unemployment rates. In addition, we face several risks associated with international business and are subject to global events beyond our control, including war, public health crises, such as pandemics and epidemics, trade disputes, economic sanctions, trade wars and their collateral impacts, and other international events. Any termination by Pemex TRI of this supply contractthese changes could have a material adverse effect on our overallreputation, business, financial performance. The provisionscondition, or results of operations.

There may be changes to our business if there is instability, disruption or destruction in a significant geographic region, regardless of cause, including war, terrorism, riot, civil insurrection or social unrest; and natural or man-made disasters, including famine, flood, fire, earthquake, storm or disease.

Additionally, the military conflict between Russia and Ukraine has led to sanctions and other penalties being imposed, proposed and threatened by the United States, European Union and other countries on Russia. Such sanctions are rapidly evolving, and the United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. Russian military actions counter measures, or retaliatory actions (including cyberattacks and espionage) could adversely affect the global economy and financial markets and lead to further instability and lack of liquidity in capital markets, potentially leading, for early termination by Pemex TRI include but areexample, to difficulties in obtaining additional funds and sources of financing for our operations. Already the conflict has caused market volatility, a sharp increase in certain commodity prices, such as oil and natural gas, and an increasing number and frequency of cybersecurity threats. Actual and threatened responses to such military action, as well as a rapid peaceful resolution to the conflict, may also impact the markets for certain Russian products, such as oil, natural gas, and other commodities, and may likely have collateral impacts and disruptions on such sectors globally. It is not limitedpossible to (i) material breach of our obligations or failure to cure any breachpredict the length and impact of the agreementongoing military conflict or assignmentits broader consequences, which could include further sanctions, embargoes, regional instability, geopolitical shifts and (ii) continuous occurrence of a force majeureadverse effects on macroeconomic conditions, currency exchange rates and financial markets. Any such event may increase our costs, decrease our revenues or emergency shutdown.

Thus,limit our production volumes and net sales revenue would likely decreasevolume and adversely affect our overallbusiness, results of operations and financial performance incondition.

Geopolitical and economic risks have also increased over the event of the following:

significant damage to Pemex TRI’s refineries or to the port facilities through which Pemex TRI would import ethane or to any of the pipelines connecting our plants to Pemex TRI’s facilities, whether as a consequence of an accident, natural disaster, fire or otherwise; or

any termination by Pemex TRI of the ethane supply contract with our company, which provides that Pemex TRI may terminate the contracts for certain reasons described in “Item 4. Information on the Company.”

We rely on limited or sole-source suppliers for our raw materials.

We rely on Petrobras for most or all of our supply of naphtha, ethane, propane, refinery off gas and propylene in Brazil,past few companies for our supply of propylene in our USA and Europe Unit, and Pemex TRI for our supply of ethane in Mexico. As a result, we are subject to substantial risks because of our reliance on these and other limited or sole-source suppliers, including the following risks:

if a supplier does not provide naphtha, ethane, propane, refinery off gas or propylene, as the case may be, that meet our or their specifications in sufficient quantities and with acceptable performance or quality on time or deliver when required, then sales, production, delivery, acceptance and revenue from our plants could be adversely affected;

if our relationship with a key supplier is adversely affected, for example, due to competitive pressures (or conflicting interests), we may be unable to obtain naphtha, ethane, propane or propylene, as the case may be, on advantageous financial terms;

if an interruption of supply of naphtha, ethane, propane, refinery off gas or propylene, as the case may be, occurs because a supplier changes its technology roadmap, suffers damage to its manufacturing facilities, decides to no longer provide those products or services, increases the price of those products or services significantly or imposes reduced delivery allocations on its customers, it could take us a considerable period of time to identify and qualify alternative suppliers;

some of our key suppliers are small companies with limited financial and other resources, andyears as a result theyof trade tensions between the United States and China, Brexit, the conflicts involving Russia and Ukraine and/or Israel and Hammas, and the rise of populism. Growing tensions may be more likelylead, among others, to experience financial and operational difficulties than larger, well-established companies, which increasesa deglobalization of the risk that they will be unableworld economy, an increase in protectionism or barriers to deliver products as needed; and

ifimmigration, a key supplier is acquired or has a significant changegeneral reduction of international trade in business, the production and sales of our systemsgoods and services may be delayed or adversely affected, or our development programs may be delayed or may be impossible to complete.

Delaysand a reduction in the availabilityintegration of naphtha, ethane, propane, refinery off gas or propylenefinancial markets, any of acceptable quality, or our inability to obtain such acceptable naphtha, ethane, propane or propylene in the quantities we need or at all, maywhich could materially and adversely affect our revenuebusiness, financial condition and results of operations.

Risks Relating To Our Operations

Our Polyolefins Unitpolyolefins and Vinyls Unitvinyls units in Brazil depend on our basic petrochemicals plantschemicals operations to supply them with their ethylene and propylene requirements. In addition, our Brazil Segment depends on certain providers of utilities including environmental services for the treatment of effluents, industrial waste and water supply for industrial use.

Our Basic Petrochemicals Unit iscrackers are the only supplier of ethylene to our Vinyls Unit,vinyls operations, the only supplier of ethylene to the polyethylene plants and the principal supplier of propylene to the polypropylene plants of our Polyolefins Unit. Becausepolyolefins operations in Brazil. Additionally, as the cost of storing and transporting ethylene and its derivatives, including butadiene and other chemical products, is substantialsignificant and there is inadequateno adequate infrastructure in Brazil to permitthat allows for the importingstorage of large quantitiesvolumes, a relevant reduction in sales of ethylenethese products may impact the operating rate of our chemical operations, impacting product availability for the polyolefins and propylene, our Polyolefins Unitvinyls operations in BrazilBrazil.

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Our polyolefins and our Vinyls Unitvinyls operations in Brazil are highly dependent on the supply of these products by our basic petrochemicals plants.chemicals operations. Consequently, our production volumes of, and net sales revenue from, polyolefins and vinyls productsoperations would decrease, and our overall financial performance would be negatively affected in the event of the following:

·any significant damage to the facilities of our chemicals operations through which ethylene or propylene is produced, or to the pipeline or other facilities that connect our polyolefins plants or vinyls plants to our chemicals operations, whether as a consequence of an accident, natural disaster, fire or otherwise;
·any significant reduction in the supply of feedstocks, including naphtha to our chemicals operations, as naphtha is the principal raw material used by our chemicals operations in the production of ethylene and propylene;
·any significant reduction in the supply of ethane or propane to our basic petrochemical plant in Rio de Janeiro, as ethane and propane are the principal raw materials used in the production of ethylene and propylene by our petrochemical complex located in the Rio de Janeiro Complex; or
·any significant reduction in the supply of light refinery hydrocarbon to our basic petrochemical plant in São Paulo, as light refinery hydrocarbon is one of the most important raw materials used in the production of ethylene and propylene by our petrochemical complex located in the São Paulo Complex.

Also, our production volumes of, and net revenue from, our chemicals operations products could decrease, and our overall financial performance would be negatively affected in the event of any significant damage to the facilities of our Basic Petrochemicals Unitvinyls and polyolefins operations in Brazil through which ethylene orand propylene is produced,consumed.

Our Brazil Segment depends on Cetrel S.A. (“Cetrel”), Água de Camaçari (“DAC”), both of which are our subsidiaries, Distribuidora de Água Triunfo (“DAT”), Companhia Riograndense de Saneamento (“CORSAN”), Aquapolo Ambiental S.A (“Aquapolo”), Refinaria de Paulínia (“REPLAN”), Refinaria Duque de Caixas (“REDUC”) and Veolia Brasil for services such as (i) treatment of effluents and industrial waste; (ii) supply of reuse water; (iii) supply of demineralized, clarified and potable water; (iv) management of water reservoirs; and (v) supply of steam. An interruption in the operations of Cetrel, DAC, DAT, CORSAN, Aquapolo, REPLAN, or REDUC may result in the shutdown of all of our plants at the Northeastern Complex, Southern Complex, São Paulo Complex, Paulinia plants, and Rio de Janeiro Complex, in addition to increased environmental risks. If such a shutdown were to happen, our production volumes and net revenue from sales from our plants referred to above would decrease, and our financial performance and results of operations would be adversely affected.

We may be materially adversely affected if there is an imbalance in global logistics, which may cause disruptions to our transport, storage and distribution operations, negatively impacting the costs related thereto.

Our operations are dependent upon uninterrupted transportation, storage, and distribution of our products and raw materials. Transportation, storage, or distribution of our products and raw materials could be partially or completely, temporarily, or permanently shut down as the result of any number of circumstances that are not within our control, such as:

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·catastrophic events;
·strikes or other labor difficulties;
·disruption in the global supply chain, including container shortages;
·war and other armed conflicts, such as the conflict involving Russia and Ukraine and/or Israel and Hammas; and
·other disruptions in means of transportation.

For example, in May 2018, Brazil experienced a national truck drivers’ strike that severely impacted the logistics operations of many companies throughout Brazil, including the delivery of our raw materials, our products, and other goods. In response to such strike, we gradually reduced the utilization rate of our petrochemical complexes in Brazil, which operated at 50% of their nominal capacity in May 2018. We cannot assure, however, that we will be able to act in the same way in potential new strikes that may arise in the future. Following the strike, Brazil introduced a national freight cost schedule that set forth minimum prices for freight services provided by truck drivers and freight companies countrywide, which may have a lasting impact on freight prices in Brazil and lead to sustained increased transportation costs in the future in connection with our operations.

In addition, due to shipowners’ and market uncertainties with respect to the future propulsion technology adopted by the world’s merchant fleets, we are currently witnessing a lack of investment in the renewal of the world’s merchant fleet. This might lead to a shortage of ships available to us, which could drive our logistic costs higher.

Any significant interruption at our distribution facilities, an inability to transport our products to or from these facilities, or to or from our domestic or foreign customers or suppliers, or an increase in transportation costs, for any reason, would materially adversely affect us.

We rely on access to third-party licensed technology and related intellectual property, and if such rights cease to be available to us on commercially reasonable terms, or at all, or if any such third party ceases to provide us with technical support under license or technical services agreements, certain of our production facilities, our operating results and financial condition could be adversely affected.

We use technology and intellectual property licensed from third parties in the pipelineregular operation of our business, particularly in the operation of certain machinery and equipment required to produce certain of our products such as our first- and second-generation products, and we may continue to rely on access to third-party technology and intellectual property in the future.

There can be no assurance that we will be able to continue to obtain or otherrenew any such necessary technology and licenses on acceptable terms, or at all. Failure to obtain or renew the right to use third-party technology or intellectual property on commercially reasonable terms, or to maintain access to satisfactory technical support, could ultimately lead to stoppages in our production processes and preclude us from selling certain products, which could have a material adverse impact on our operating results and financing condition.

Additionally, our inability to maintain existing access to third-party technology, licenses, and technical support on commercially reasonable terms, or at all, or to obtain additional technology, licenses or technical support necessary to manufacture current products or develop new ones, could require us to obtain substitute technology or licenses at a greater cost or of lower quality or performance standards, or require us to carry out unscheduled interruptions of our production facilities. There can be no assurance that we will be able to replace any such third-party technology, intellectual property or technical support service for any adequate substitute technology, intellectual property, or technical support in a timely manner to avoid any unscheduled interruption of our production processes or facilities, that connector in a cost-efficient manner. Any of these circumstances could harm our polyolefins plantsbusiness, financial condition, and results of operations.

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Capital projects can take many years to complete, and market conditions could deteriorate significantly between the project approval date and the project startup date, negatively impacting project returns. If we are unable to complete projects and investments at their expected cost and in a timely manner, or vinyls plantsif the market conditions assumed as a basis for our project economics deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

Delays or cost increases related to investment programs involving engineering, procurement and construction of facilities could materially adversely affect our ability to achieve forecasted rates of return and results of operations and financial position. Delays due to required changes or upgrades to our basic petrochemicals plants, whetherfacilities could subject us to fines or penalties as well as affect our ability to contract with our customers and supply certain products we produce.

Such delays or cost increases may arise as a consequenceresult of unpredictable factors, many of which are beyond our control, including, but not limited to:

·denial of or delay in receiving requisite regulatory approvals or permits;
·unplanned increases in the cost of construction materials or labor;
·disruptions in transportation of gear or construction materials;
·change in the market and regulatory conditions assumed as a basis for our project economics;
·adverse weather conditions, natural disasters, epidemics, pandemics or other events (such as equipment malfunctions, explosions, fires or spills) affecting our facilities, or those of vendors or suppliers, shortages of sufficiently skilled labor, or labor disagreements resulting in unplanned work stoppages; and
·non-performance by, or disputes with, vendors, suppliers (including those responsible for transportation of supplies), contractors or subcontractors. Any one or more of these factors could have a significant impact on our ongoing projects.

For example, in September 2021, Braskem Idesa announced a project to construct an ethane import terminal with the capacity of 80,000 barrels per day of ethane, providing conditions for Braskem Idesa to import all its feedstock needs. If we are unable to complete that project at their expected cost and in a timely manner, or if the market conditions or financing assumed as a basis for our project economics deteriorate, our business, financial condition, results of operations and cash flows could be materially and adversely affected.

If we are unable to make up the delays associated with such factors or to recover the related costs, or if market conditions change, it could materially and adversely affect our business, financial condition, results of operations and cash flows.

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Our insurance coverage may be ineffective, either due to the lack of coverage for any claim, or due to insufficient coverage limits in the event of damage.

We maintain property, business interruption, general liability, environmental, construction, marine, credit, and other types of insurance that we believe are appropriate for our business and operations as well as in line with industry practices. However, we are not fully insured against all potential hazards and incidents inherent in our business. Changes in insurance market conditions have caused, and may in the future cause, premiums, and deductibles for certain insurance policies to increase substantially and, in some instances, for certain insurance to become unavailable or available only for reduced amounts of coverage. If we were to incur a significant liability for which we were not fully insured, we might not be able to finance the amount of the uninsured liability on terms acceptable to us or at all and might be obligated to divert a significant portion of our cash flow from normal business operations. Also, in the event of an accident, natural disaster, firewe are required to undergo a regulatory assessment through which the insurance coverage needs to be confirmed. If coverage is not confirmed, there will be no indemnity to be paid.

In addition, adaptation actions, including those related to climate change, could be considered insufficient by insurance companies, and may make it difficult for us to obtain insurance for our business. Also, premiums and deductibles for certain insurance policies could increase substantially and, in some instances, certain insurance coverage could become unavailable or otherwise;

any significant reductionavailable only in reduced coverage amounts.

Under our growth strategy, we may pursue strategic acquisitions, investments and investments in new businesses. The failure of an acquisition, investment or investments in new businesses to produce the supplyanticipated results, or the inability to integrate an acquired company, could adversely affect our business financial condition and results of naphthaoperations.

We have a adopted a growth strategy that is based on organic and inorganic growth, including investments and capital expenditures focused on existing and traditional business, biobased and recycling businesses, in order to our Basic Petrochemicals Unit,mitigate impacts of climate change, reinforce green initiatives and strengthening the circular economy. Pursuant to such growth strategy, we may from time to time acquire or invest in complementary companies or businesses with a similar or equal focus. Such acquisitions or investments may include businesses that operate in modern, innovative, and ground-breaking fields, all of which may have an increased level of uncertainty and risk, as naphtha is the principal raw material used by our Basic Petrochemicals Unitthey often develop or adopt new technologies and initiatives that may not yet have been proven to work as expected and may not have been sufficiently settled or consolidated. Certain of these businesses may also involve greenfield or brownfield operations, which may take longer periods of time to mature, if they ever mature, and also pose increased uncertainties, challenges and risks.

For example, in the production of ethylene and propylene; or

any significant reduction2022, we acquired a minority equity interest in the supply of ethane or propane to our basic petrochemical plantNexus Circular LLC, a company that operates in Rio de Janeiro, as ethane and propane are the principal raw materialsadvanced recycling that converts landfill-bound plastics into circular feedstocks used in the production of ethylene and propylene.

Seesustainable virgin plastic. We also “—We manufacture products that are subject to risk of fire, explosions and other hazards” below.

Any downgradeestablished a joint venture, based in the ratingsNetherlands, with Terra Circular, whose majority partner has developed and implemented innovative technology with the capacity to convert low-quality plastic waste into consumer products.

In February 2023, we completed the process of Brazil, ouracquiring shares and subscribing to new shares issued by Wise Plásticos S.A. (“Wise”), a Brazilian company in the mechanical recycling sector, holding a 61.1% equity interest in Wise.

The success of any acquisition or our debt securities would likely result in increased interest and other financial expenses relatedinvestment pursuant to our borrowings and debt securities and could reduce our liquidity.

Currently, Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or Standard & Poor’s, and Fitch Ratings Ltd., or Fitch maintain ratings of our companygrowth strategy will also depend on a global and national basis. Moody’s Investors Service, Inc., or Moody’s, only maintains ratings of our company on a global basis. On a global basis, we maintain an investment grade rating at: (i) Standard & Poor’s ofBBB- with negative outlook; (ii) Fitch Ratings ofBBB- with stable outlook; and Moody’s of Ba1 with stable outlook, the latter being higher than the sovereign rating. On a national basis, we maintain investment grade rating at: (i) Standard & Poor’s as of brAAA with negative outlook and (ii) Fitch Ratings of AAA+ with stable outlook. Our credit rating is sensitive to any change in the Brazilian sovereign credit rating. The credit rating of the Brazilian federal government has been downgraded in 2015 and 2016 and is no longer investment grade. Any decision by these agencies to downgrade the ratings of our company or of our debt securities in the future would likely result in increased interest and other financial expenses relating to our borrowings and debt securities and the inclusion of financial covenants in the instruments governing new indebtedness, and could significantly reduce our ability to obtain such financing, on satisfactory terms or in amounts required by us,make accurate assumptions regarding the valuation, operations, growth potential, integration and our liquidity and would require us to post cash collateral pursuant to our obligations or to contract letters of credit to backstop guarantees provided by us in the context of the Mexican Project.

Some of our shareholders may have the ability to determine the outcome of corporate actions or decisions, which could affect the holders of our class A preferred shares and the ADSs.

Odebrecht S.A., or Odebrecht, directly or through its wholly-owned subsidiary Odebrecht Serviços e Participações S.A., or OSP, owns 38.3% of our outstanding share capital, including 50.1% of our voting share capital and Petrobras holds 36.1% of our outstanding share capital, including 47.0% of our voting share capital. Nominess of Odebrecht constitute a majority of the members of our board of directors. Under a shareholders’ agreement to which OSP and Petrobras are parties, which we refer to as the Braskem S.A. Shareholders’ Agreement, we may only undertake certain actions after Odebrecht and Petrobras have reached a consensus with respect to those actions. However, Odebrecht will have the sole power to approve the business plan of our company, through the board of directors, as described under “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Shareholders’ Agreements.” As a result, Odebrecht has the ability to determine the outcome of most corporate actions or decisions requiring the approval of our shareholders or our board of directors—in certain instances, with the consent of Petrobras—which could affect the holders of our class A preferred shares and the American Depositary Shares, or ADSs.

We may face conflicts of interest in transactions with related parties.

We maintain trade accounts receivable and current and long-term payables with some of our affiliatessynergies, technology, international market, and other factors related parties, including Petrobras, which isto that business. We cannot assure you that our domestic supplier of naphtha and other raw materials such as propylene, ethane, propane and refinery off gas, and Odebrecht Agroindustrial, which is one of our suppliers of ethanol. These accounts receivable and accounts payable balances result mainly from purchases and sales of goods, which areacquisitions or investments will produce the results that we expect at prices and on terms equivalent to the average terms and prices of transactions thattime we enter into, with third parties. These and other transactions between us and our affiliates couldor complete a given transaction. Furthermore, acquisitions may result in conflicting interests betweendifficulties integrating the acquired companies, and may result in the diversion of our companymanagement’s attention from other business issues and our shareholders.

opportunities. We may make significantnot be able to successfully integrate the operations that we acquire, including, but not limited to, their personnel, financial systems, distribution, or operating procedures. If we fail to integrate acquisitions which, if not successfully, integrated with our company,business, financial condition and results of operations could suffer. In addition, the expense of integrating any acquired business and their results of operations may adversely affect our results of operations.

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Certain acquisitions, partnerships, and joint ventures we make may prevent us from competing for certain clients or in certain lines of business and may lead to a loss of clients. We may make significantspend time and money on projects that do not increase our revenue in the foreseeable future or at all, including those investments related to industrial decarbonization and recycling, renewable products, and the circular economy. To the extent we pay the purchase price of any acquisition in cash, it would reduce our cash reserves, and to the extent the purchase price is paid with any of our shares, it could be dilutive to our shareholders. If we pay the purchase price with proceeds from the incurrence of debt, it would increase our level of indebtedness and could negatively affect our liquidity and restrict our operations. Our competitors may be willing or able to pay more than us for acquisitions, which may involve risks, including the following:cause us to lose certain acquisitions that we would otherwise desire to complete. We cannot ensure that any acquisition, partnership or joint venture we make will not have a material adverse effect on our business, financial condition and results of operations.

failure to obtain the requisite approval from the applicable antitrust regulators;

failure of the acquired businesses to achieve expected results;

possible inability to retain or hire key personnel of the acquired businesses;

possible inability to achieve expected synergies and/or economies of scale; and

unanticipated liabilities.

If we are unable to integrate or manage acquired businesses successfully, we may not realize anticipated cost savings, revenue growth and levels of integration, which may result in reduced profitability or operating losses.

We may face unforeseen challenges in the operation of our Mexico Complex, which could result in this business unit failing to provide expected benefits to our company.us.

During the first half of 2016, we concluded the construction phase of an olefins complex, or the Mexico Complex, located in the Mexican state of Veracruz. For more information about this, which we refer to as the Mexico Complex, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures—Joint Venture—Mexico Complex.”

Braskem Idesa S.A.P.I., or Braskem Idesa, our joint venture with Grupo Idesa, S.A. de C.V., or Idesa, toTo develop our Mexico Complex, requiredBraskem Idesa disbursed significant capital expenditure.and incurred significant debt. Our ability to achieve the strategic objectives of this business unit will depend largely on its successful operation. Factors that could affect the operation of this business unit include:

macroeconomic conditions in Mexico and demand for polyethylene;

·general economic, political and business conditions in Mexico and worldwide;
·global demand for, and supply balance of, PE;
·the occurrence of unforeseen technical and mechanical difficulties that may interrupt production or lead to unexpected downtime of the Mexico Complex’s plants;
·any material default by Pemex TRI under the ethane supply agreement;
·any termination, cancelation or modification of the ethane supply agreement for any other reason;
·the failure to renew any material agreement with Mexican state-owned companies;
·the ability of Braskem Idesa to service its debt;
·any material supply chain disruptions that can negatively impact our business;
·an unstable and non-continuous supply (including the transportation of supplies) of ethane, natural gas and other inputs, including energy and water; and
·increased competition from domestic or foreign competitors and/or the emergence of new domestic or foreign competitors.

In the first quarter of 2021, Braskem Idesa entered into a natural gas transport service agreement with Cenagas for a term of 15 years. Following the execution of this agreement by Braskem Idesa, it resumed receiving natural gas transportation services from Cenagas, which had been unilaterally terminated by Cenagas in December 2020.

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On September 27, 2021, Braskem Idesa signed the following documents: (i) an amendment to the ethane supply agreement with Pemex revising certain of its terms (“Amendment”); and (ii) an agreement with Pemex and other government entities that establishes support measures for the project to build an ethane import terminal, with the capacity to meet all of Braskem Idesa’s ethane needs.

The Amendment changes the minimum volume commitment to 30,000 barrels per day until the earliest of: (i) the operational startup of the Mexico Complex’s plants, as it is stillethane import terminal, scheduled for the second semester of 2024, or (ii) February 2025 (which could be extended if there are delays in obtaining licenses). The Amendment also gives Braskem Idesa theramp-up phase;

preemptive right to acquire all the ethane that PEMEX has available and has not consumed in its own production process until 2045, at international benchmark prices.

In September 2021, Braskem Idesa started the Ethane Import Terminal project in Mexico. In October 2021, Braskem Idesa constituted the Terminal Química Puerto México (“TQPM”), a stablecompany created to be responsible for the construction and continuous supplyoperation of the terminal. In June 2022, Braskem Idesa announced the sale of 50% of TQPM’s stake to Advario B.V. (“Advario”), a global storage company, in TQPM, which was consummated on March 1, 2023. The TQPM ethane import terminal was designed to have a capacity of 80,000 daily barrels, providing conditions for Braskem Idesa to import all its need for raw material.

In October 2023, with the support of its shareholders, Braskem Idesa and Advario, TQPM entered into a syndicated project finance loan agreement in the long term; and

increased competition from domestic or foreign competitors and/or the emergenceprincipal amount of new domestic or foreign competitors.
R$1,975 million (US$ 408 million) with a five-year mini-perm deal with standard guarantees for a transaction of this type.

We cannot assure you that the Mexico Complex will provide the expected benefits to us.us, even after having completed seven calendar years of operations. Any significant interruption in its operation could hinder or prevent the implementation of our business plan as originally conceived, and result in revenuesrevenue and net income below expected.our original expectations. Further, any material adverse effect on the financial condition or results of operations of the Mexican complex may adversely impact our own financial condition and results of operations.

AdjustmentsLabor strikes may materially and adversely affect our operations.

Labor strikes in tariffsour plants and facilities, operated by us or third parties, and in our main suppliers and customers plants and facilities may have a material adverse effect on importsour financial condition or results of operations. Future labor actions, including strikes, could have a material adverse effect on our financial performance.

Risks Related to Health, Safety and Environmental Aspects

Global or regional health pandemics or epidemics may adversely affect our business, financial condition and results of operations.

Our business, financial condition and results of operations may be adversely affected by pandemics or epidemics. For example, in 2020, the COVID-19 pandemic significantly impacted economic activity and markets worldwide, and its severity, magnitude and duration were extraordinary and difficult to predict.

While we are actively managing our response to potential impacts that competeare identified, we may not be able to respond to all impacts on a timely basis to prevent adverse effects on our business, financial condition and results of operations.

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Our business and operations are inherently subject to environmental, health and safety risks. As a result, our business is also subject to several stringent regulations, including environmental regulations.

As a company operating in the petrochemical industry, our operations, operated by us or third parties, including the companies and businesses that we have acquired, involve the generation, use, handling, storage, transportation (mainly by pipeline, road, train, fluvial and maritime), treatment, discharge and disposal of hazardous substances and waste into the environment. Notwithstanding our environmental, health and safety standards, policies and controls, our operations remain subject to incidents or accidents that could adversely affect our business or reputation. Our industry is generally subject to significant risks and hazards, including fire, explosions, toxic gas leaks, contamination of soil and water, spilling of polluting substances or other hazardous materials, smoke or odor emission, failure of operational structures and incidents involving mobile equipment, vehicles or machinery, associated or not with the manufacture of petrochemicals and the storage and transportation of feedstock and petrochemical products. These events may occur due to technical failures, human errors or natural events, among other factors, and could result in significant environmental and social impacts, damage to or destruction of production facilities and communities, personal injury, illness or death of employees, contractors or community members close to our operations or close to our logistic routes, terminals and pipelines, environmental damage, delays in production, and, in certain circumstances, liability in civil, labor, criminal and administrative lawsuits, difficulties in obtaining or maintaining operating permits and environmental licenses, and impacts on our reputation, among other consequences.

In addition, our operations, operated by us or third parties, could generate impacts to the communities, from our regular operations, as well as in the management of the existing environmental liabilities, which may result in environmental, material and human damages, fines and sanctions, including loss of operating license, in addition to damage to our image and reputation, which could have a material adverse effect on our results of operations and financial condition.

For example, over 30 years ago, a leak of chemical products occurred from a tank installed on a property owned by the company Companhia Carbonos Coloidais (“CCC”), located in Madre de Deus, in the State of Bahia. These products were the property of the company Tecnor Tecnolumen Química do Nordeste Ltda. (“Tecnor”) and may have been acquired by domestic producers at the time, including by Companhia Petroquímica de Camaçari, a company that subsequently was merged into Braskem. Both CCC and Tecnor are companies that have never had any corporate relations with Braskem and no longer have any operating activities.

Given our experience in the chemical and petrochemical industry and related products, the authorities requested our collaboration on the analysis, studies and environmental remediation, with monitoring by local authorities, which has been occurring since 2003. Following the agreement between the City of Madre de Deus, the Public Ministry of the State of Bahia and CCC in 2015, by means of an Amendment to this Term of Commitment, we supported the implementation of a vacancy program of an area near CCC’s property, declared as public utility by the City Hall in February of 2021. About 200 properties were necessary for the safe continuity of the remediation efforts.

Our business could be adversely affected by safety or product liability issues. Failure to appropriately manage occupational safety, process safety, product safety, human health, product liability and environmental risks inherent to the chemical and petrochemical businesses and associated with our products, product life cycles and production processes could causeresult in unexpected incidents, including releases, fires, or explosions resulting in personal injury, loss of life, environmental damage, loss of revenue, legal liability, and/or operational disruptions. Public perception of the risks associated with our products and production processes could impact product acceptance and influence the regulatory environment in which we operate.

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Changes to current applicable laws may impose changes on standards we have already implemented, which can take time to review and update and could require significant capital expenditures. For example, we have concluded or are currently concluding studies related to dams located at certain of our industrial sites as a result of a change in Brazilian law that now requires that all water and waste dams have a safety plan for these structures. Environmental studies that we have commissioned have indicated instances of environmental contamination of the soil and underground water at certain of our plants. If the laws and regulations applicable to risks and safety plans change, we may be required to revise the studies that we have carried out or take further action to rectify potential issues that would not need to be addressed under current laws and regulations.

In addition, we and certain of our executive officers have received certain notices related to environmental violations and are or have been subject to investigations or legal proceedings with respect to certain alleged environmental violations. These environmental issues, and any future environmental issues that may arise, could subject us to lowerfines or other civil or criminal penalties imposed by Brazilian authorities.

Also, under environmental laws and regulations in the countries in which we operate, we are required to obtain operating licenses and permits for our prices.

We currently benefitmanufacturing facilities. For example, under Brazilian federal and state environmental laws and regulations, if any of our environmental licenses or permits lapse or are not renewed or if we fail to obtain any required environmental licenses or permits or does not to meet the conditions established in the licenses or environmental permits, we may be subject to fines ranging from tariffs imposed byR$500 to R$50 million, and the Brazilian government may reverse mentioned licenses or permits, partially or totally suspend our activities and impose other civil and criminal sanctions on importsus, including our managers.

Pursuant to Brazilian environmental legislation and regulations, our corporate veil may be pierced to ensure that allow ussufficient financial resources are available to charge pricesparties seeking compensation for our polyolefin and vinyl products indamage caused to the domestic market that include a factor based on the tariffs levied on comparable imports of those products. However, the Brazilian government has in the past used import and export tariffs to effect economic policies,environment. In this sense, officers, shareholders and/or business partners or affiliates may, together with the consequence that tariffs can vary. For example, in September 2012, the Brazilian government increased import duties on 100 products related to various industries, including an increase on the import tariffpolluting company, be held liable for polyethylene. In October 2012, it increased the import tariff for polyethylene from 14% to 20% and in October 2013, it reduced the import tariff for polyethylenedamage to the previous level of 14%. Adjustments of tariffs could lead to increased competition from importsenvironment.

In addition, our production and cause us to lower our domestic prices, which would likely result in lower net sales revenue and could negatively affect our overall financial performance. Additionally, the products we export to the United States and Europelogistics processes are subject to tariffsinherent safety risks, which may lead to injuries, disability or death of our employees or individuals participating in such processes and communities, as well negatively impact the environment. Such risks cannot be entirely eliminated or fully mitigated even with full compliance with all safety measures applicable to us or required by laws or regulations. We may face a negative impact on our image and reputation, and on our business, financial condition and results of operations.

Until May 2019, we operated rock salt extraction wells located in Maceió, in the state of Alagoas. The operation was permanently interrupted due to the indication that it would have contributed to the occurrence of relevant subsidence in the region of four districts, with the occurrence of damage to properties and public roads located in the region. Several individual and collective lawsuits were filed in the state of Alagoas in relation to this geological event.

We have been taking the necessary actions for closing and monitoring the salt cavities, environmental actions and other technical matters. Based on the findings of sonar and technical studies, stabilization and monitoring actions were defined for all 35 existing mining areas. On December 10, 2023, after an atypical microseismic activity, cavity 18 collapsed. Considering the best technical information available as of the reporting date, there is an indication that direct impacts of this occurrence are limited to the cavity's location, within the protective area, which has been vacated since April 2020. The event in cavity 18 led to preventive stoppage of activities in the protective and surrounding area, which were resumed in February 2024 after the release of access to the area by the Civil Defense of Maceió.

Based on preliminary results from the analysis of event in cavity 18, the indication is that filling with sand will not be necessary for this cavity. To find a definitive solution for the six cavities, previously expected to be monitored by sonar (monitoring group), the Company decided that they should be filled with sand.

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Considering the progress made in the last half of 2023 and the cavity 18 event, the new configuration of the closing plan for the 35 mining areas considers that:

(i) 13 cavities are recommended to be filled with sand. Of these, filling for 5 has been completed, filling for 2 is in progress. For the 6 cavities recently included in the filling with sand group, the activities are under planning phase;

(ii) 6 cavities do not have indication of additional measures, whereas natural filling was confirmed for 5 cavities and 1 cavity, the cavity 18, has its evaluation in progress, with an indication that filling with sand will not be required;

(iii) 16 cavities should be buffered, which is a technique that consists of pressurizing the cavity. Of these, buffering was completed for 9.

Our actions are based on technical studies prepared by outsourced specialists, whose recommendations are submitted to competent authorities and respect the periods of time agreed under the closing plan, which is public and regularly reevaluated jointly with the National Mining Agency in Brazil (“ANM”). After the events in this period, the plan to close mining areas is under revision. The subsidence is a dynamic process that is present in the risk area and must continue to be monitored during and after the actions foreseen in the closing plan for the mining areas. The results of these monitoring activities will be important for assessing the need for potential future actions.

Regarding environmental initiatives, in June 2022, in compliance with the Agreement for Socio-Environmental Reparation, we submitted to the Brazilian Federal Prosecution Office (“MPF”) an environmental diagnosis containing the assessment of the potential environmental impacts and damages arising from salt mining activities and the environmental plan with proposals of the measures required. As established in the agreement, the parties jointly defined the specialized company that will evaluate and monitor the environmental plan. In December 2022, the second opinion report on the environmental plan was filed with the MPF. In February 2023, the MPF expressed its agreement with this environmental plan, incorporating the suggestions provided in the second opinion report. Braskem initiated the actions set forth in the plan. We have been implementing the commitments established in the agreement and sharing the results of our actions with the local authorities. It was also agreed that the environmental diagnosis is expected to be updated in December 2025. As one of the developments of the cavity 18 event, although alteration in lagoon's water quality has not been identified, according to the Agreement for Social-Environmental Reparation, the specialized company will prepare an amendment to the current environmental diagnosis report.

The provision related to this matter, considering the actions for closing and monitoring the salt cavities, environmental actions and other technical matters for which the amount of R$1.6 billion, net of the adjustment to present value, has been provisioned as of December 31, 2023. The provision amount may change based on new information, such as: the results of the monitoring of the cavities, the progress of implementing the plans to close mining areas, possible changes that may be required in the environmental plan, the monitoring of the ongoing measures, and other possible natural alterations, and it may be materially altered based on a variety of other factors, including, but not limited to, the result of the monitoring and backfilling actions of the cavities, potential future determinations by ANM, unforeseen technical difficulties or costs, or other factors.

Also due to the geological event, we have entered into agreements to terminate three public-interest civil actions or civil public actions filed by the competent authorities:

·ACP Labor settlement: we committed to disbursing R$40 million to fund a Business Recovery and Promotion of Educational Activities Program for residents and workers in the districts of Mutange, Bom Parto, Pinheiro and Bebedouro in Maceió, in the state of Alagoas. This agreement has been fulfilled in its entirety.
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·ACP of Residents settlement: we committed to supporting the relocation and to compensate residents, business owners and owners of vacated properties located in the risk areas defined in the Civil Defense Map through the Financial Compensation and Support for Relocation Program (Programa de Compensação Financeira e Apoio à Realocação – PCF), by offering proposals for financial compensation and entering into individual agreements ratified by court (the risk area encompasses approximately 15,000 properties); and
·ACP Socio-environmental settlement: we committed to (i) adopting the necessary measures to stabilize the cavities and monitor the soil, implementing the measures of the mine closure planning presented to ANM and subject to its approval; (ii) repairing, mitigating or compensating potential environmental impacts and damages resulting from the mining activities (salt extraction) in the city of Maceió, to be defined by an Environmental Diagnosis developed by an expert and independent company approved by the Prosecutor’s Office; (iii) allocating R$1.58 billion to implement measures in the vacated area, actions related to urban mobility and to compensate potential socio-urbanistic impacts and damages, and for social collective moral damages.

For more information, see note 24 to our audited consolidated financial statements included elsewhere in this annual report.

Below, we list the main events related to the geological phenomenon in Alagoas:

On February 2, 2021, we were notified of the filing of a lawsuit by Companhia Brasileira de Trens Urbanos (“CBTU”), initially requesting only a preliminary injunction for maintaining the terms of the cooperation agreement previously signed by the parties. The request was denied in the lower and appellate courts, given the fulfillment of the obligations undertaken by us. On February 24, 2021, CBTU filed an amendment to the initial request claiming the payment of compensation for losses and damages in the amount of 6.5%R$222 million and for moral damages in the amount of R$500 thousand, as well as the imposition of obligations, including the construction of a new rail line to replace the stretch that passed through the risk area. On December 31, 2023, the updated value of this lawsuit was R$1.5 billion. We entered into a memorandum of understanding with CBTU to seek a consensual solution and suspend the lawsuit during the negotiation period. We have made progress in the technical understanding about the topic. As a result of a joint petition filed by the parties, the lawsuit was suspended until June 2024.

In March 2023, we were informed of the claim filed by the State of Alagoas, requesting compensation for alleged damages resulting, among others claims, from the loss of properties within the risk area defined by the Civil Defense of Maceió, alleged investments initiated by the State of Alagoas and that would have become void unusable due to the evacuation of the risk area and alleged loss of tax revenue, with a request that such damages to be determined by a court appraiser. On October 10, 2023, the trial court issued a summary judgment ordering Braskem to reimburse the amounts invested, public equipment and losses in tax collection as required by the State of Alagoas. The indemnity amounts must be set in the award calculation phase. The Company filed an appeal against the decision. As of December 31, 2023, the amount of this action is R$1.4 billion. There is a performance bond pledged by the Company for this lawsuit in the amount of R$1.4 billion.

In March 2023, we also became aware of the Public Civil Action (“ACP”) filed by the Public Defender’s Office of the State of Alagoas (“DPE-AL”) against us, the Federal Government, the State of Alagoas and the Municipality of Maceió, which pleads for measures related to the Flexais region, including (i) the registration of residents of this region so that they can opt for relocation through the Company’s Relocation and Financial Compensation Program (“PCF”); and (ii) the claim for compensation in the amount of R$1.7 billion for moral and material damages allegedly owed to residents of this region, with a subsidiary claim for judicial blocking of said amount. The injunction relief requests were rejected by the trial and appellate courts. On January 19, 2024, a decision was rendered judging partially valid the requests made by the DPE. The judge determined, among other things, set the amount of moral damages until the completion of the requalification and to determine the material damages for the devaluation of properties in the area. It was also determined the development of the case to adjudicate the request for relocation of residents, among others. On December 31, 2023, the amount of this action is R$1.9 billion. Our management, supported by the opinion of the external legal advisor, classifies the probability of loss in this lawsuit as possible.

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In August 2023, we were informed of the Public-Interest Civil Action filed by FEPEAL and CNPA (jointly the “Associations”) against the Company, seeking compensation for material damages (damages and loss of profit) and homogeneous individual and collective morals damages for the Associations and each jurisdiction, subjectof the alleged 8,493 affected fishermen represented by the Associations. As a preliminary measure, the Associations requested, among other claims, that the Company provisions sufficient funds to certain preferences. These tariffs generally favor our products produced locallyguarantee the compensation of fishermen included in the public-interest civil action, while publishing a material fact notice to the shareholders, a request that was denied by the Court. Among other requests, the Associations claim the payment by us of: (i) compensation for (a) individual and any future adjustmentshomogeneous moral damages suffered; (b) material damages in the form of individual and homogeneous loss of profits; (ii) compensation for collective moral damages for the Associations; (iii) compensation for collective material damages to these tariff structures could negatively impact our salesthe Associations; and (iv) attorney fees in these jurisdictions. Future tradethe amount of 20% on the value of the award. On December 31, 2023, the plaintiffs’ claimed the amount to R$1.9 billion. The management, based on the opinion of its external legal advisors, classified the likelihood of loss in connection with this proceeding in the amount of R$1.6 billion as possible and the amount of R$321 million as remote.

On November 30, 2023, we were informed of the Public-Interest Civil Action filed by the MPF, DPU and MPE against the Municipality of Maceió and Braskem, with a request for a injunctive relief based on evidence, against the Municipality of Maceió: (i) the disclosure of the new Map of Priority Action Lines, Version 5, and (ii) preparation of the Action Plan to address issues related to the identification of the roads and public equipment located in the region. Against Braskem, they request through a preliminary injunction: (i) inclusion in the PCF the new criticality area 00 (area defined by the Civil Defense of Maceió with recommendation of allocation) of Version 5 of the Civil Defense Map and making feasible the optional inclusion of all residents affected whose properties are located in the criticality area 01 (area defined by the Civil Defense of Maceió with recommendation of monitoring) of Version 5 of the Map, with inflation adjustment corresponding to the amounts adopted by the PCF; (ii) establishment, with the permission of the affected party of the criticality area 01, of a Program for Reparation of Damage to Properties resulting from the alleged depreciation of the property, as well as the alleged pain and suffering resulting from the inclusion of the property in the Map; (iii) engagement of independent and specialized firm to identify the alleged damage to properties if the affected party decides to remain in the area of criticality 01 of Version 5 of the Civil Defense Map; and (iv) engagement of independent and specialized technical advisory to provide support to the affected parties in the analysis of the scenarios and decision-making of their relocation or staying in the area. On the merits, they request confirmation of the preliminary injunctions. The amount assigned to the case by the plaintiffs in the lawsuit is R$1 billion.

On December 18, 2023, we were informed of the action claiming the violation of a constitutional fundamental right (ADPF) filed by the Alagoas State Governor before the Brazilian Federal Supreme Court due to some clauses of the agreements entered into out-of-court and ratified in the records of the cases ACP Reparation for Residents, ACP Social-Environmental Reparation and Flexais Agreement, which deal with the settlement to the Company, as well as the acquisition and exploration of vacant properties. We presented a statement applying for the denial of the ADPF continuance. On January 10, 2024, the judge rapporteur determined the testimony of Braskem, Municipality of Maceió, State of Alagoas Prosecution Office, Alagoas State Defender’s Office and Federal Public Defender’s Office and the statement of the Office of the Attorney General and Office for the General Counsel for the Federal Government.

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In March 2024, we were informed of the Public-interest Civil Action filed by Brazil,DPE against Braskem, seeking, among other requests, the United States orchallenge of clause 69 of the European Union could also leadAgreement for Socio-environmental Reparation (payment of R$150 million for collective moral damages) alleging that there were facts subsequent to increased competition from importsthe date of the agreement that would give rise to additional damages. The DPE sustains that: (i) the waiver set forth in the Agreement for Socio-environmental Reparation would not cover future damages; (ii) the transfer of the property of the PCF to Braskem would violate constitutional principles; (iii) the damage caused should be fairly compensated; (iv) collective existential damages should be compensated; and lower domestic prices.

Our business is subject(v) Braskem should be condemned for illicit profit, yet to stringent environmental regulations, andbe liquidated. Based on such allegations, it requests, as a preliminary measure: (i) the suspension of clause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of Braskem; (ii) the imposition of inalienability of the PCF area until the final and unappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure. On the merits, it requests, among others: (i) the loss of all properties subject to the PCF, with the possibility of reverting the area to the victims or to public domain, in addition to the conviction of Braskem to the payment, as collective and social moral damages, to the same amount spent by Braskem for material damages; (ii) the conviction of Braskem, as existential damages, for the loss of all properties subject to the PCF; (iii) the conviction of Braskem for illicit profit, with the loss of the PCF properties, in addition to the payment of the amounts the Company obtained due to its alleged illicit conduct (to be determined in a liquidation proceeding); (iv) subpoena to the Investor Relations Officer, for the purposes of regulatory obligations, with publication of a relevant fact. The value of the case attributed by the DPE is R$150 million. Our management, supported by the opinion of the external legal advisor, classifies the probability of loss in this lawsuit as possible.

Additionally, we have entered into other two main agreements with competent authorities:

• Term of Agreement for Implementation of Socioeconomic Measures for the Requalification of the Flexal Area that establishes the adoption of requalification actions in the Flexais region, compensation to the Municipality of Maceió and indemnities to the residents of this location.

• Instrument of Global Agreement with the Municipality of Maceió, which establishes, among other things: (a) payment of R$1.7 billion as indemnity, compensation and full reimbursement for any property and non-property damages caused to the Municipality of Maceió; (b) adhesion of the Municipality of Maceió to the terms of the Socio-environmental Agreement, including the Social Actions Plan (PAS).

The current provisions made by us related to the geological event in Alagoas are based on current estimates and assumptions and may be updated in the future due to new regulationsfacts and circumstances, including, but not limited to: changes in the execution time, scope and method and the success of action plans; new repercussions or developments arising from the geological event, including possible revision of the Civil Defense Map; and possible studies that indicate recommendations from specialists, including the Technical Monitoring Committee, according to Agreement for Compensation of Residents, and other new developments in the matter.

The measures related to the mine closure plan are also subject to the analysis and approval by ANM, the monitoring of results of the measures under implementation as well as changes related to the dynamic nature of the geological event.

Continuous monitoring is essential for confirming the result of the current recommendations. Accordingly, the plan to close the mining areas may be updated based on the need to adopt technical alternatives to stabilize the subsidence phenomena arising from the extraction of salt, including, but not limited to, all other points mentioned above. In addition, the assessment of the future behavior of cavities monitored mainly using sonar and piezometers could require significant capital expendituresindicate the need for certain additional measures to stabilize them.

The actions to repair, mitigate or offset potential environmental impacts and increase our operating costs.damages, as provided for in the Socio-Environmental Reparation Agreement, were defined considering the environmental diagnosis already prepared by a specialized and independent company. After the conclusion of all discussions with authorities and regulatory agencies, as per the process established in the agreement, an action plan was agreed to be part of the measures for a Plan to Recover Degraded Areas (“PRAD”).

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We likehave been making progress with public entities about other indemnification requests to understand them better. Although future disbursements may occur as a result of progress in the negotiations, as of the date of this annual report, we are unable to predict the results and timeframe for concluding these negotiations or their possible scope, and the total associated costs in addition to those already provisioned for.

It is not possible to anticipate all of the new claims related to damages or other nature that may be brought by individuals or groups, including public or private entities, that understand they suffered impacts or damages somehow related to the geological phenomenon and the relocation of people from risk areas, as well as new notices of infraction or administrative penalties of diverse nature. Braskem continues to face and could still face administrative procedures and various lawsuits filed by individuals or legal entities not included in the PCF or that disagree with the financial compensation offer for individual settlement, as well as new collective actions and new lawsuits filed by public utilities concessionaires, entities of the direct or indirect administration of the State of Alagoas, the Municipality of Maceió or the Brazilian federal government. Therefore, the number of such actions or lawsuits, their nature or the amounts involved cannot be estimated.

Consequently, we cannot eliminate the possibility of future developments related to every aspect of the geological event in Alagoas, so the expenses to be incurred to resolve related disputes may differ from its estimates and provisions.

For additional information related Alagoas mining activities, see “Item 8. Financial Information—Legal Proceedings—Alagoas—Mining Activities.”

In addition, we and other petrochemical producers are subject to stringent federal, state and local environmental laws and regulations concerning human health, the handling, storage, transportation, treatment, discharge and disposal of solidhazardous substances and hazardous wastes and discharges of pollutantswaste into the air and water. Petrochemical producers are sometimes subject to unfavorable market perceptions as a result of the environmental impact of their business, which can have an adverse effect on their results of operations.

environment. Our operations in Brazil, including those of our subsidiaries Cetrel and DAC, which are responsible for providing environmental services, waste water treatment and water supply to the Camaçari Complex in the state of Bahia, for example, are subject to extensive federal, state and local laws, regulations, rules and ordinances relating to pollution, protection of the environment and the generation, storage, handling, transportation, treatment disposal and remediationdisposal of hazardous substances and waste materials. The Brazilian government enacted anthe Environmental Crimes Law in 1998 that imposes criminal penalties on corporations and individuals causingthat cause environmental damage. Corporations found to be guilty of polluting canthe environment may be fined up to R$50.0 million, have their operations suspended, be prohibited from contracting with the government, contracting, be required to repair damage that they causecaused and lose certain tax benefits and incentives. Executive officers, directors and other individuals may also be imprisoned for up to five years forif environmental violations.violations activities are found to have taken place.

Our operations in the United States, Germany and Mexico are subject to extensive U.S., German, European and Mexican federal, state and local laws, regulations, rules and ordinances relating to pollution, protection of the environment and the generation, storage, handling, transportation, treatment, disposal and remediation of hazardous substances and waste materials. U.S. environmental laws and regulations may impose liability on us for the conduct of third parties, or for actions that complied with applicable requirements when taken, regardless of negligence or fault. Of particular significance to us are (1) regulatory programs to be established to implement air quality standards under the National Ambient Air Quality Standards for ozone and fine particles promulgated by the U.S. Environmental Protection Agency, or the EPA, and (2) various legislative and regulatory measures in the United States whichthat are under review, discussion or implementation to address greenhouse gasGHG emissions. In Mexico, we adhere to the comprehensive responsibility program promoted by the Mexican National Chemical Industry Association (Asociació(Asociación Nacional de la Industria Química de MexicoMexico—ANIQ), which is based on the responsible care standard usedadopted in the United States and Canada. We are also signatories of the Responsible Care program in the United States and Brazil that was launched by certain entities of the chemical industry sector worldwide.

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CostsExisting stringent environmental and related regulations in the countries where we operate require significant capital expenditures, relating toincluding investments, waste and wastewater treatment, emissions management, environment licenses, environmental health or safety matters are subject toliabilities and other environmental expenditures. In addition, evolving regulatory requirements and will dependcould require significant additional capital expenditures depending on the timing of the promulgationadoption and enforcement of specific standards which impose theimposing such requirements. Moreover,In addition, changes in environmental regulations could inhibit or interrupt our operations or require modifications to our facilities. Accordingly, environmental, health or safety regulatory matters may result in significant unanticipated costs or liabilities.

We manufacture products that are subjectmay also, from time to the risk of fire, explosions and other hazards.

Our operations are subject to hazards, such as fires, explosions and other accidents, associated with the manufacture of petrochemicals and the storage and transportation of feedstock and petrochemical products. These hazards can cause personal injury and loss of life, severe damage to or destruction of property and equipment and environmental damage. A sufficiently large accident at one of our plants or storage facilities could force us to suspend our operations temporarily and result in significant remediation costs and lost net sales revenue. See also “—Our Polyolefins Unit and Vinyls Unit depend on our basic petrochemicals plants to supply them with their ethylene and propylene requirements.”

Although we maintain insurance coverage for losses due to fire damage and for losses of income resulting from shutdowns due to fire, explosion or electrical damage, those insurance proceeds may not be available on a timely basis and may be insufficient to cover all losses, which could have a material adverse effect on our financial performance.

Unfavorable outcomes in pending or future litigation may reduce our liquidity and negatively affect our financial performance and financial condition.

We are, and in the future maytime, be involved in numerous tax, civilcertain claims, disputes or litigation proceedings concerning environmental risks and labor disputes,liabilities, health and safety hazards, among others, involving monetary claims. If unfavorable decisions are rendered in one or more of these lawsuits, we could be required to pay substantial amounts. For some of these lawsuits, we have not established any provision on our balance sheet or have established provisions only for part of the amounts in question, based on our judgments as to the likelihood of winning these lawsuits.others.

In July 2015, two putative class action lawsuits were filed against us and certain of our then-current and former officers and directors, or the Defendants, in the United States District Court for the Southern District of New York. The lawsuits were subsequently consolidated under the caption In re Braskem, S.A. Securities Litigation, No.15-cv-5132. In November 2015, Boilermaker-Blacksmith National Pension Trust, or the Lead Plaintiff, filed a consolidated class action complaint, which asserted claims under Section 10(b) and Section 20(a) of the Exchange Act, on behalf of a putative class of purchasers of our American Depositary Receipt, or ADRs, from June 1, 2010 to March 11, 2015. In the operative complaint, the Lead Plaintiff alleges that the Defendants made misrepresentations or omissions that inflated the price of our stock in violation of U.S. securities laws. We filed a motion to dismiss on July 6, 2016. On March 31, 2017, the court ruled on the motion to dismiss, granting it in part and denying it in part. With respect to the remaining claims, the class action is now in the discovery stage. The parties are also currently engaged in settlement negotiations and have signed a proposed settlement agreement and submitted it to the U.S. court for preliminary approval on September 14, 2017. Under the terms of the proposed settlement, we would pay US$10million to resolve all claims of the settlement class consisting of purchasers of our ADRs during the period from July 15, 2010 through March 11, 2015, that arise out of or relate to the subject matter of the class action, with the exception of any such claims belonging to purchasers who file valid and timely requests to opt out of the settlement class. We have made no admission of any wrongdoing or liability as part of the proposed settlement, and it is subject to a number of conditions, including court approval. Furthermore, we may be named as a defendant in other legal actions, and we may be required, in accordance with any applicable legal and regulatory limits, to indemnify directors, officers and employees that are defendants in this securities class action and any other related actions that may arise in the future. This litigation has required and may continue to require significant time and attention in the future. For more information about our legal proceedings, see “Item 8. Financial Information—Legal Proceedings.”

Labor unrest may materially and adversely affect our operations.

Labor unrest in our plants and facilities may have a material adverse effect on our financial condition or results of operations. For example, in August 2010, the unionized employees at our Neal, West Virginia plant went on strike. During the strike, the plant operated under the supervision of management until May 2011, when Braskem America entered into a new collective bargaining agreement. Although we believe that we maintain good relations with our employees, future labor actions, including strikes, could have a material adverse effect on our financial performance.

Natural disasters, severe weather and climate conditions, or health epidemics could have a material adverse effect on our overall business.

We are subject to increasing climate-related risks and uncertainties, many of which are outside of our control. Climate change may result in more frequent severe weather events, potential changes in precipitation patterns and extreme variability in weather patterns which can disrupt our operations as well as those of its customers, partners and suppliers. Some of our facilities are located in places that could be affected by natural disasters, such as floods, earthquakes, hurricanes, tornados and other natural disasters, which could disrupt our operations, operated by us or third parties, or the operations of our customers or suppliers and could damage or destroy infrastructure necessary to transport our products as part of the supply chain. Additionally, other unanticipated problems such as health epidemics or pandemics, could also cause operational disruptions of varied duration. Such events could require maintenance shutdowns, delay shipments of existing inventoryproducts or supplies or result in costly repairs, replacements or other costs, all of which could have a material adverse effect on our financial performance.

While our energy risk policy dictates that we purchase energy in advance at fixed prices through long-term contracts, the majority of Brazilian power generation capacity is provided bymainly based on hydroelectric generation facilities. If the amount of water available to energy producers becomes scarce due to drought or diversion for other uses, the cost of energy may increase.increase due to burdens and additional costs to guarantee the operation of the system, which could lead to price increases in long-term price contracts. The reliability of energy production can also be impacted, leading to an increase of the risk of interruptions and shutdowns at our facilities. In addition, if the amount of water available to industrial facilities becomes scarce, there may be a need to reduce production at the affected sites. Such conditions could have a material adverse effect on our sales and margins.

Climate change may negatively affect our business, financial condition, results of operations and cash flow.

A considerable number of experts, international organizations, regulators and other analysts argue that global climate change has contributed, and will continue to contribute, to the increase in the unpredictability, frequency and severity of natural disasters (among but not limited to hurricanes, droughts, tornadoes, freezes, other storms and fires) in some parts of the world. As a result, several legal and regulatory measures, in addition to social measures, have been and will be established in several countries to reduce carbon and other GHG emissions and combat climate change globally. Such reductions in GHG emissions are expected to lead to an increase in energy, transport and input costs, in addition to requiring us to make additional investments in facilities and equipment. It is not possible to predict the impact of global climate change, if any, or legal, regulatory and social measures in response to climate change concerns, and whether such factors could negatively affect the business, financial condition, results of operations and operating cash flows.

Also, several countries are evaluating and seeking to implement carbon pricing policies for carbon emitting companies that are producers in these countries or that export products to these countries. If this occurs, our costs may be negatively impacted as we, as a petrochemical company, have a material carbon footprint. International market restrictions or taxation on products imported from countries with insufficient climate policies could lead to a loss of our global competitiveness and reduce our revenues.

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Since 2008, we account for the emissions of our operations and publish the results in a GHG inventory, which currently follows the operational control approach, contemplating our global emissions of scopes 1, 2, and 3, and which is annually verified by an independent third party. In 2023, Braskem recorded 9.9 million tons in carbon emissions and any carbon tax mechanism could negatively affect our business, financial condition, results of operations and operating cash flows.

For example, The European Commission has published in 2021 its “Fit for 55 Package” climate package, which includes extensive policy towards tougher emissions targets including the carbon border adjustment mechanism (CBAM) as holding wide ranging implications for the export industry into Europe.

Laws and regulations that seek to reduce GHG are being defined in some regions and may be defined globally in the future, which could have a material adverse impact on our operating results, cash flows and financial condition. One of the possible effects of the increase in requirements related to the reduction of GHG emissions is the increase in costs, mainly due to the demand for the reduction of fossil fuel consumption and the implementation of new technologies in the production chain. Removing subsidies or levying taxes on fossil energy sources could increase fuel prices for large consumers and thus production costs. Levying taxes on carbon-intensive suppliers could increase associated production costs. Taxation on carbon intensive suppliers could increase production costs that could negatively affect our business, financial condition, results of operations and operating cash flows. Additionally, the difficulty of adapting to climate change and reducing the emission of GHG in production processes and the value chain could negatively affect our business, financial condition, results of operations and cash flows.

Climate change-related risks and uncertainties, legal or regulatory responses to climate change and failure to meet our sustainable development goals could negatively impact our results of operations, financial condition or reputation.

In 2020, we announced long term sustainable development goals, including (i) to reach in 2030 an absolute 15% reduction in greenhouse gas emissions (GHG) in scopes 1 and 2 – in relation to the average of the years 2018, 2019, and 2020 – and to achieve carbon neutrality by 2050 and (ii) to expand our green biopolymer production capacity to 1 million tons and (iii) to expand the commercialization of resins with recycled content to 300,000 tons in 2025 and 1 million tons by 2030, as well as recovering 1.5 million tons of plastic waste by this same year.

Execution and achievement of these goal within the projected costs and expected timeframes are also subject to risks and uncertainties which include, but are not limited to: advancement, availability, development and affordability of technology necessary to achieve these commitments; unforeseen design, operational and technological difficulties; availability of necessary materials and components; adapting products to customer preferences and customer acceptance of sustainable supply chain solutions; changes in public sentiment and political leadership; our ability to comply with changing regulations, taxes, mandates or requirements related to greenhouse gas emissions or other climate-related matters.

The transition to lower greenhouse gas emissions technology, the effects of carbon pricing and changes in public sentiment, regulations, taxes, public mandates or requirements and increases in climate-related lawsuits, insurance premiums and implementation of relevant disaster recovery and business continuity plans could increase costs to maintain or resume our operations or achieve our sustainability goals in the expected timeframes, negatively affect our business, financial condition, results of operations and operating cash flows.

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Risks Relating To Our Shareholders

Some of our shareholders may have the ability to determine the outcome of corporate actions or decisions, which could affect the holders of our class A preferred shares and the ADSs.

Novonor S.A. – Em Recuperação Judicial (“Novonor”), directly or through its wholly-owned subsidiary NSP Investimentos S.A., or NSP Inv., owns 38.3% of our total share capital, including 50.1% of our voting share capital, and Petrobras holds 36.1% of our total share capital, including 47.0% of our voting share capital. Nominees of Novonor constitute a majority of the members of our board of directors. Under a shareholders’ agreement to which Novonor and Petrobras are parties, which we refer to as the Braskem S.A. Shareholders’ Agreement, all matters that may be resolved at a shareholder’s meeting or by our board of directors shall be decided by consensus among Novonor and Petrobras (except for our business plan, which is approved separately by the directors appointed by Novonor, as described under “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Shareholders’ Agreements”), taking into account our best interest. Furthermore, the shareholders’ agreement provides for the possibility (and not the obligation), if deemed necessary, to hold prior meetings, as a legitimate mechanism for alignment between Novonor and Petrobras, with a view to ensuring consistency and uniformity in their decisions, which could affect holders of class A Preferred Shares and American Depositary Shares, or ADSs.

Furthermore, on June 17, 2019, Novonor, together with certain of its controlling and controlled entities, filed a petition for judicial restructuring before the First Judicial Bankruptcy Court of the State of São Paulo, Brazil, seeking a judicial restructuring and emergency relief staying certain foreclosure actions by their secured creditors, or the Novonor Judicial Restructuring Proceedings. The Novonor Judicial Restructuring Proceedings does not include us.

We are exposed to certain risks related to the Novonor Judicial Restructuring Proceedings, such as risks related to the change of our corporate control resulting from decisions taken and/or agreed in the context of such proceedings and the consequences derived thereto, including but not limited to significant changes in our management and our strategy that may be undertaken by any new controlling shareholders that may arise from the conclusion of these proceedings. We have no control over the Novonor Judicial Restructuring Proceedings, and no assurance can be given on the outcome of the Novonor Judicial Restructuring Proceedings or their effect on us.

We may be subject to attempts to acquire our control, which may lead to significant changes in management, the strategies that we are currently pursuing, or in our current corporate governance practices.

We may be subject to attempts to acquire our control. In the event there is a change in our corporate control, there might be significant changes in management, the strategies that we are currently pursuing, or in our current corporate governance practices.

In addition, under shareholders’ agreements in certain joint ventures we are a party to, in the event there is a change in our corporate control, our partner could execute a call option right and buy all the shares of the company in such joint ventures.

All common and preferred shares issued by us and held by NSP Inv. were pledged with fiduciary assignment (alienação fiduciária) as a collateral given under certain financing agreements entered into by Novonor and certain of its subsidiaries with specific non-bankruptcy creditors (credores extraconcursais). It is possible that, under certain circumstances, the pledge over such shares may be enforced, with the consequent sale of the shares, which could result in a change of Braskem’s control and other consequences arising therefrom.

On August 7, 2020, we received a correspondence from our controlling shareholder, Novonor, informing that, in order to fulfill certain commitments assumed with bankruptcy and non-bankruptcy creditors (credores concursais e extraconcursais), it had taken preliminary measures to structure a process for the private sale of up to its total equity ownership in our company, which, if implemented, will result in the change of our corporate control, adopting the necessary measures to organize such process, with the support of legal and financial advisors.

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On December 15, 2021, we received a letter sent jointly by our shareholders Novonor and Petrobras – Petróleo Brasileiro S.A. (“Petrobras”) regarding the progress of discussions for the potential sale of their equity interests in us. In such communication, Novonor and Petrobras disclosed that they agreed to seek the adoption of the necessary measures: (i) for the sale, through a secondary public offering, of up to all our class A preferred shares held directly or indirectly by them; (ii) to enable Braskem’s migration to the Novo Mercado listing segment of the B3, including in relation to necessary changes to Braskem’s corporate governance, which shall be subject to applicable approvals at the appropriate time and negotiation of a new shareholders’ agreement to conform their rights and obligations to such amended governance structure; and (iii) after the conclusion of Braskem’s potential migration to the Novo Mercado listing segment, carry out the sale of the remaining common shares held directly or indirectly by them and issued by us. The effective implementation of the commitments assumed by Novonor and Petrobras is subject, among other factors, to relevant approvals and market conditions. We are unable to predict the result of the implementation of the commitments assumed, as well as their possible impacts. On January 28, 2022, we received a communication sent jointly by our shareholders Novonor and Petrobras whereby they decided to temporarily cancel the shares offering due to volatility conditions in the financial and capital markets.

On November 3, 2022, we received a correspondence from Novonor, informing that, due to the discussions and analysis currently underway relating to a possible transaction, it may be necessary for us to interact with potential interested parties, for which Novonor asked for our support. Novonor further informed that, at that moment, there was no exclusivity agreement with any interested party, no binding offer, and no definition or decision on the structure to be adopted or on any alternative related to the disposal process. In this sense, we have been supporting Novonor in this process, including interactions with potential interested parties, observing the confidentiality of the information.

On November 9, 2023, we received a correspondence sent by Adnoc International Limited - Sole Partnership L.L.C. (“ADNOC”) to Novonor and to certain creditors holding the fiduciary lien over the shares owned by Novonor (“Financial Institutions”), containing a non-binding offer for the acquisition of the interest held by Novonor in the Company (“Proposal”). The Proposal is also conditioned, among other customary conditions in transactions of this nature, to (i) satisfactory conclusion by ADNOC of Due Diligence; (ii) investigation of possible additional liabilities arising from the event in Alagoas; (iii) no existence of unaccounted for or unreported material contingent liabilities; (iv) alignment and conclusion of a new shareholders' agreement with Petrobras.

In addition, although we are not currently a party to any pending bankruptcy or other judicial restructuring proceedings in Brazil or elsewhere, we are exposed to certain risks related to the Novonor Judicial Restructuring Proceedings, including risks related to the change of our corporate control resulting from decisions taken or agreed under such proceedings and the consequences derived therefrom. We have no control over the Novonor Judicial Restructuring Proceedings, and no assurance can be given on the outcome of the Novonor Judicial Restructuring Proceedings or their effect on us.

We may face conflicts of interest in transactions with related parties.

We maintain trade accounts receivable and current and long-term payables with related parties, including Petrobras and its subsidiaries, which is our Brazilian supplier of naphtha and other raw materials such as propylene, ethane, propane and light refinery hydrocarbon, and Novonor and its subsidiaries. These trade accounts receivable and trade accounts payable balances result mainly from purchases and sales of goods, which are mainly made based on international price references. These and other transactions between us and our related parties can result in conflicting interests, which may adversely affect our results of operations and financial condition.

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If we are unable to comply with the restrictions and covenants in the agreements governing our indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have borrowed and could affect our ability to make principal and interest payments on our debt obligations.

Any default under the agreements governing our indebtedness that is not cured or waived by the required lenders or noteholders could result in the holders of any such indebtedness accelerating the payment of amounts outstanding, which could render us unable to pay principal and interest on those and other obligations. If we are unable to generate sufficient cash flow or are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the agreements governing our indebtedness, we could be in default under the terms of such agreements. In the event of such default:

·the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;
·the lenders or noteholders under such agreements could elect to terminate their commitments thereunder and cease making further loans;
·the acceleration under such indebtedness may trigger cross-acceleration provisions under other financing arrangements entered into by us; and
·we could be forced into bankruptcy or liquidation.

Certain of our contractual arrangements, including debt obligations, contain certain change of control provisions that provide our counterparties with a termination right or the ability to accelerate the maturity of our indebtedness in the event of a change of our control without their consent and/or a ratings decline, as applicable.

In addition, pursuant to the indentures governing our 4.500% Notes due 2028, 4.500% Notes due 2030, 8.500% Notes due 2031, 7.250% Senior Notes due 2033, 7.125% Notes due 2041, 5.875% Notes due 2050, Subordinated Resettable Fixed Rate Notes due 2081, 15th Debentures Issuance (used as a security for the issuance of a CRA – Agribusiness Receivables Certificates), 16th Debentures Issuance, 17th Debentures Issuance and 18th Debentures Issuance a “change of control” with a “ratings decline” (as such terms may be defined in each agreement governing our indebtedness) would require a repurchase of, or an offer to repurchase, any such outstanding notes or debentures, plus accrued and unpaid interest, if any, to the repurchase date.

These provisions would be triggered, for example, in the event a third party acquires, directly or indirectly, more than 50% of our voting capital stock outstanding and if, because of such a “change of control” (as such term may be defined in each agreement governing our indebtedness) our ratings are downgraded under certain thresholds (a “ratings decline,” as such term may be defined in each agreement governing our indebtedness) within a certain period of time.

In the case of our 4.500% Notes due 2028, 4.500% Notes due 2030, 7.125% Notes due 2041, 5.875% Notes due 2050 and Subordinated Resettable Fixed Rate Notes due 2081, a “ratings decline” would occur if, at any time within 90 days after the earlier of the date of public notice of a “change of control” and the date on which Braskem and/or any other “person” (as applicable, and as defined in each agreement governing our indebtedness) publicly declares its intention to effect a “change of control,” (i) in the event the notes are assigned an investment grade rating by at least two rating agencies prior to such public notice or declaration, the rating assigned to the notes by at least two of the rating agencies is below an investment grade rating; or (ii) in the event the ratings assigned to the notes by at least two of the rating agencies prior to such public notice or declaration are below an investment grade rating, the rating assigned to the notes by at least two of the rating agencies is decreased by one or more categories (i.e., notches); provided that, in each case, any such “ratings decline” is expressly stated by the applicable rating agencies to have been the result of the “change of control.”

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In the case of our 8.500% Senior Notes due 2031 and our 7.250% Senior Notes due 2033, a “ratings decline” would occur if, at any time within 90 days after the date of public notice of a “change of control,” (i) in the event the notes are assigned an investment grade rating by at least two rating agencies prior to such public notice, the rating assigned to the notes by any two or more of the rating agencies is below an investment grade rating; or (ii) in any other case, the rating assigned to the notes by at least two of the rating agencies is decreased by one or more categories (i.e., notches); provided that, in each case, any such “ratings decline” is expressly stated by the applicable rating agencies to have been the result of the “change of control.”

As a result, if a third party acquires our control, whether as a result of the Novonor Judicial Restructuring Proceedings (or agreements entered into within the context of the Novonor Judicial Restructuring Proceedings) or otherwise, such acquisition may result in a ratings downgrade that constitutes a “ratings decline.” In such cases, if appropriate consents or waivers are not obtained, such creditors could accelerate the maturity of our indebtedness or as applicable, require a repurchase of, or an offer to repurchase, our outstanding notes or debentures.

The termination of any of our contractual arrangements, the acceleration of the maturity of, or the requirement to repurchase or offer to repurchase any of our indebtedness may have a material adverse effect on our business, financial condition, results of operations and cash flows, and ultimately result in the cross-acceleration of all of our indebtedness.

There can be no assurance that Novonor will remain our controlling shareholder. Novonor and Petrobras may enter into transactions or other arrangements that may result in us not having a controlling shareholder. If no single shareholder or group of shareholders holds more than 50% of our voting stock or exercise a controlling interest, there may be increased opportunity for alliances between shareholders and conflicts between them.

Currently, Novonor, directly or through its wholly-owned subsidiary NSP Inv., owns 38.3% of our total share capital, including 50.1% of our voting share capital, and Petrobras holds 36.1% of our total share capital, including 47.0% of our voting share capital. Each of Novonor (our indirect controlling shareholder) and Petrobras are currently a party to a shareholders’ agreement governing the exercise of their voting rights, appointment of directors and officers and other matters related to our corporate governance and their interests in us. In the event there is a change in our corporate control, we may be subject to significant changes to our management, business plan and strategies, as well as to our current corporate governance practices, all of which may have a material adverse effect on our results of operations and financial condition.

On November 3, 2022, we received a correspondence from Novonor, informing that, due to the discussions and analysis currently underway relating to a possible transaction, it may be necessary for Braskem to interact with potential interested parties, for which Novonor asked for our support and for that of our officers. Novonor further informed that, at that moment, there was no exclusivity agreement with any interested party, no binding offer, and no definition or decision on the structure to be adopted or on any alternative related to the disposal process.

On November 9, 2023, we received a correspondence sent by Adnoc International Limited - Sole Partnership L.L.C. (“ADNOC”) to Novonor and to certain creditors holding the fiduciary lien of Braskem S.A. shares owned by Novonor (“Financial Institutions”), containing a non-binding offer for the acquisition of the interest held by Novonor in the Company (“Proposal”). The Proposal is also conditioned, among other usual conditions in transactions of this nature, to (i) satisfactory conclusion by ADNOC of Due Diligence; (ii) investigation of possible additional liabilities arising from the event in Alagoas; (iii) no existence of unaccounted for or unreported material contingent liabilities; (iv) alignment and conclusion of a new shareholders' agreement with Petrobras.

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In addition, as disclosed by us on December 16, 2021, we were notified by Novonor and Petrobras that each of their governance bodies approved, on December 15, 2021, the execution of a term sheet providing for Novonor’s and Petrobras’ mutual commitment to take necessary measures that could, if implemented, ultimately result in a change of control of our company (the “Notice”).

Pursuant to the Notice, Novonor and Petrobras agreed to seek the adoption of the necessary measures: (i) for the sale, through a secondary public offering, of up to all our class A preferred shares held directly or indirectly by them; (ii) to enable Braskem’s migration to the Novo Mercado listing segment of the B3, including in relation to necessary changes to Braskem’s corporate governance, which shall be subject to applicable approvals at the appropriate time and negotiation of a new shareholders’ agreement to conform their rights and obligations to such amended governance structure; and (iii) after the conclusion of Braskem’s potential migration to the Novo Mercado listing segment, carry out the sale of the remaining common shares held directly or indirectly by them and issued by us. On January 28, 2022, we received a communication sent jointly by our shareholders Novonor and Petróleo Brasileiro S.A. whereby they decided to temporarily cancel the shares offering due to volatility conditions in the financial and capital markets. Also, Novonor and Petrobras ratified their interest in resuming the equity offering in the future, at a time when a more favorable economic situation with less volatility exists, and the term sheet entered into between the parties remains in force and the commitment of both to dispose of their respective equity interests in the Company through a secondary public offering, in addition to taking all necessary measures to enable the Company to migrate to the Novo Mercado segment of the B3, including the necessary amendments to its governance, as the studies in this regard being carried out by the Company and referred to in the material fact disclosed on Form 6-K December 16, 2021 are concluded and to the extent that market conditions are favorable.

If we effectively migrate to the Novo Mercado in the future, all of our class A and class B preferred shares will be converted into common shares, resulting in Novonor no longer holding indirectly the majority of our voting stock. Even if Novonor and Petrobras enter into a new shareholders’ agreement, the potential material sale of our common shares held by either or both of them could leave Novonor and Petrobras with less than 50% plus one share of our voting stock.

Irrespective of whether the transactions described in the Notice are implemented, Novonor or Petrobras may initiate discussions regarding other transactions that could ultimately have similar effects in the future.

Should Novonor and Petrobras cease to hold more than 50% of our voting stock, there can be no assurance that the influence by such shareholders will be maintained, including, without limitation, in relation to corporate governance, business plan, strategical, and key management matters. If a control group emerges with decision-making power over us, we may experience sudden and unexpected changes to our corporate governance and strategic policies, including through the replacement of directors and key executive officers.

The absence of a controlling shareholder or controlling group of shareholders may also affect our decision-making process, as the minimum quorum required by Brazilian law for certain decisions by shareholders may not be reached. In that case, we may be unable to pursue our business plan effectively to pursue our business plan and strategies effectively. Additionally, we may be more vulnerable to a hostile takeover.

Additionally, all common and preferred shares issued by Braskem and held by NSP Inv. were pledged with fiduciary assignment (alienação fiduciária) as a collateral given under certain financing agreements entered into by Novonor and certain of its subsidiaries with specific non-bankruptcy creditors (credores extraconcursais). It is possible that, under certain circumstances, the pledge over such shares may be enforced, with the consequent sale of the shares, which could result in a change of Braskem’s control and other consequences arising therefrom.

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Any unexpected change to our management team, business plan and strategies, any dispute between our shareholders, or any attempt to acquire our control may divert our management’s attention and also have an adverse effect on our business plan, strategies, financial condition and results of operations.

Novonor and Petrobras have requested us to conduct studies for a potential migration of Braskem to the Novo Mercado listing segment of the B3, which, if completed, would lead to the conversion of all of our class A and class B preferred shares into common shares and the revision of our corporate governance practices to conform to the Novo Mercado rules.

In order to be listed on the Novo Mercado listing segment of the B3, a company may only have common shares outstanding. If we were to migrate to the Novo Mercado listing segment of the B3, we would be required to convert all of our class A and class B preferred shares into common shares. Such change to our capital structure would lead to significant changes to our corporate governance, which could have a potential impact on our ability to pursue and implement our business plan and strategies.

Our class A preferred shares may be converted into common shares that will be listed on the Novo Mercado listing segment of the B3 in Brazil. The changes to our corporate governance (including amendments to our by-laws) in connection with a potential migration to the Novo Mercado listing segment, as well as the terms and timing of such migration, including the conversion ratio of the class A and class B preferred shares into common shares, are still subject to studies, discussions and approvals involving us and our shareholders, and we cannot foresee or assure how this process will unfold or what its end result will be. The listing of our shares on the Novo Mercado listing segment of the B3 would require us to take certain steps related to corporate governance matters, including the approval, by our shareholders at a shareholders’ meeting, of the conversion of class A and class B preferred shares into common shares, migration to the Novo Mercado listing segment of the B3, and changes to our bylaws to comply with the Novo Mercado listing rules. In addition, pursuant to applicable Brazilian law, holders of our common shares are not entitled to the same dividend and liquidation preferences that holders of our preferred shares have.

The intended corporate reorganization communicated by Novonor and Petrobras to us may not be approved or implemented, and the migration to the Novo Mercado listing segment of the B3 may not occur.

As disclosed by us on December 16, 2021, we were notified by Novonor and Petrobras that each of their governance bodies approved, on December 15, 2021, the execution of a term sheet providing for Novonor’s and Petrobras’ mutual commitment to take necessary measures that could, if implemented, lead to the migration of Braskem to the Novo Mercado listing segment of the B3 (the Notice, as defined above).

Pursuant to the Notice, Novonor and Petrobras agreed to seek the adoption of the necessary measures: (i) for the sale, through a secondary public offering, of up to all our class A preferred shares held directly or indirectly by them; (ii) to enable Braskem’s migration to the Novo Mercado listing segment of the B3, including in relation to necessary changes to Braskem’s corporate governance, which shall be subject to applicable approvals at the appropriate time and negotiation of a new shareholders’ agreement to conform their rights and obligations to such amended governance structure; and (iii) after the conclusion of Braskem’s potential migration to the Novo Mercado listing segment, carry out the sale of the remaining common shares held directly or indirectly by them and issued by us. We are unable to predict the result of the implementation of the commitments assumed, as well as their possible impacts. On January 28, 2022, we received a communication sent jointly by our shareholders Novonor and Petróleo Brasileiro S.A. whereby they decided to temporarily cancel the shares offering due to volatility conditions in the financial and capital markets. Also, Novonor and Petrobras ratified their interest in resuming the equity offering in the future, at a time when a more favorable economic situation with less volatility exists, and the term sheet entered into between the parties remains in force and the commitment of both to dispose of their respective equity interests in the Company through a secondary public offering, in addition to taking all necessary measures to enable the Company to migrate to the Novo Mercado segment of the B3, including the necessary amendments to its governance, as the studies in this regard being carried out by the Company and referred to in the material fact disclosed on Form 6-K December 16, 2021 are concluded and to the extent that market conditions are favorable.

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A potential migration of Braskem to the Novo Mercado listing segment of the B3 is subject to certain measures and steps that would need to be taken and conditions that would need to be fulfilled, many of which are outside our control, including the satisfactory conclusion of the current studies being conducted by us, as well as the approval by the applicable listing commission of the B3, the approval by our shareholders at a general shareholders’ meeting of Braskem’s revised by-laws to comply with the Novo Mercado listing rules, and the approval by the holders of our class A and class B preferred shares at a separate shareholders’ meetings for each class.

As a result of the foregoing, we may not be able to migrate to the Novo Mercado listing segment of the B3 in a timely manner, or at all.

We expect to lose the right of preference set forth in the current shareholders’ agreement with respect to new business opportunities in the petrochemical sector, and as result, Petrobras, which is our largest supplier of raw materials in Brazil, will be able to invest in the petrochemical sector independently from us and without first giving us a preference to do so.

Novonor and Petrobras are currently parties to a shareholders’ agreement that provides, among other matters, for the commitment between them to use their best efforts in the development of new business opportunities in the “petrochemical sector” (defined as business opportunities that involve: (i) the use of ethylene and propylene for the manufacture of PE, PP, PVC and cumene; (ii) petrochemical investments for the production of butadiene, paraxylene, PE, PP, PVC, cumene, PTA and PET, as well as the sale of these products; (iii) investments based on pyrolysis of hydrocarbons for the petrochemical industry; and (iv) other investments or products that Novonor and Petrobras may agree in good faith to include in the definition of the “petrochemical sector” relating to new production processes that may be developed in the future), with a right of preference given to us.

Subject to some exceptions related to specific projects, if there is a direct or indirect business initiative, opportunity, undertaking, investment or participation that each of Novonor or Petrobras intends to pursue in the petrochemical sector (an “Opportunity”) that overlaps with certain objectives described in such shareholders’ agreement, the party that identified the Opportunity (the “Identifying Party”) shall grant Braskem a preference to explore the Opportunity.

If we do not express an interest in exercising the right of preference over a given Opportunity, and the Identifying Party subsequently decides to pursue such Opportunity, the Identifying Party shall offer us the right to market the products related to the Opportunity under mutually satisfactory market conditions.

On December 15, 2021, Novonor and Petrobras entered into an amendment to such shareholders’ agreement, generally providing that, if Braskem’s potential migration to the Novo Mercado listing segment of the B3 is not implemented, Braskem’s right of preference with regard to any future Opportunity will lapse by October 31, 2024. As a result, if the potential migration of Braskem to the Novo Mercado listing segment of the B3 is not completed by October 31, 2024, or, if before October 31, 2024 such migration is completed but such shareholders’ agreement expires or terminates for any reason and no new agreement on preference rights is agreed upon by the parties, Braskem would lose its right of preference with regard to any future Opportunity. The execution of such shareholders’ agreement amendment by Braskem, as an intervening party, is still subject to the appropriate governance approvals. On January 28, 2022, we received a communication sent jointly by our shareholders Novonor and Petróleo Brasileiro S.A. whereby they decided to temporarily cancel the shares offering due to volatility conditions in the financial and capital markets. Also, Novonor and Petrobras ratified their interest in resuming the equity offering in the future, at a time when a more favorable economic situation with less volatility exists, and the term sheet entered into between the parties remains in force and the commitment of both to dispose of their respective equity interests in the Company through a secondary public offering, in addition to taking all necessary measures to enable the Company to migrate to the Novo Mercado segment of the B3, including the necessary amendments to its governance, as the studies in this regard being carried out by the Company and referred to in the material fact disclosed on Form 6-K December 16, 2021 are concluded and to the extent that market conditions are favorable.

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The loss of the right of preference with regard to an Opportunity may result in a decision by Petrobras, which is Braskem’s largest supplier of raw materials in Brazil, to invest in the petrochemical sector, which may affect the implementation of our strategic and growth plans and adversely affect our revenues and results of operations.

Risks Relating To Legal and Regulatory Matters

Adjustments in tariffs on imports that compete with our products could cause us to lower our prices.

The Brazilian government has used import tariffs to implement economic policies. As a result, import tariffs imposed on petrochemical products have varied in the past and may vary in the future. Until November 2021, tariffs on imports of first-generation petrochemical products varied between 0% and 4%, and tariffs on polyethylene, polypropylene and PVC resins were 14.0%. In November 2021, the Brazilian government unilaterally reduced by 10% the import tariff rates of 87% of all its internationally commercialized goods. In May 2022, Brazil reduced, unilaterally, by an additional 10% tariffs on certain exports, which were expected to remain in force until December 2023 at the level of 11.2%.

In July 2022, Mercosur decided to reduce permanently the Common External Tariff (TEC) by 10%, which was applicable to all Mercosur members. Following these changes, tariffs on imports of first-generation petrochemical products from Mercosur members now vary between 0% and 3.6%, and tariffs on polyethylene, polypropylene and PVC resins are set at 12.6%.

In August 2022, the Brazilian government also enacted Resolutions Nos. 369 and 381 of the Executive Management Committee of Chamber of Foreign Trade (“Gecex”) approving a reduction in the import tax, by inclusion in the List of Exceptions to the Mercosur Common External Tariff (“Letec”) for the following of our products: (i) ethylene and alpha-olefin copolymers with density lower than 0.94, from 11.2% to 3.3%; (ii) S-PVC resin obtained from suspension processes, from 11.2% to 4.4%; (iii) PP (propylene copolymer) resin, from 11.2% to 4.4%; and (iv) PP (propylene homopolymer), from 11.2% to 6.5%. This reduction was valid for one year, from August 5, 2022 until August 2023. We have historically prioritized supply to the Brazilian market, and currently there are no signs of shortages of the products we supply to the Brazilian market.

On March, 21, 2023, the Executive Management Committee (“Gecex”) of the Foreign Trade Chamber (“Camex”) decided to exclude the following products from the Letec, establishing the import tax rate that had been reduced as follows: ethylene and alpha-olefin copolymers, with a density of less than 0.94, from 3.3% to 11.2%; PVC-S resin, obtained by a 4.4% suspension process to 11.2%; and Resin PP “cup” (propylene copolymer) from 4.4% to 11.2%. The PP (propylene homopolymer) remained in Letec until July 31, 2023, when its import duties were reestablished to 11.2%.

On November 10, 2023, the Gecex of Camex decided to reestablish import tariffs on 73 chemical products that were included in Resolution 353/2022 (the second unilateral reduction of 10% of the External Common Tariff (Tarifa Externa Comum) (“TEC”). The measure was taken aiming at reversing the negative impacts caused to the national industry, especially related to the surge in imports and the strong price variation that resulted from the 10% reduction in import tax that had been implemented. Therefore, as of November 28, 2023, the import tax applied to Braskem resins returned to the TEC level, being set at 12.6%.

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Adjustments of tariffs could lead to increased competition from imports and cause us to lower our domestic prices and impact the demand for our products, which would likely result in lower net revenue and could negatively affect our overall financial performance. Additionally, the products we export to the United States and Europe are subject to tariffs in the amount of 6.5% in each jurisdiction, subject to certain preferences. These tariffs generally balance the level of competition of our products produced locally and any future adjustments to these tariff structures could negatively impact our sales in these jurisdictions. Future trade agreements entered into by Brazil, the Mercosur, the United States or the European Union could also lead to increased competition from imports and lower domestic prices.

Changes in U.S. and global trade policies and other factors beyond our control may adversely impact our business, financial condition and results of operations.

The international environment in which we operate is affected from inter-country trade agreements and tariffs. As a result of recent revisions in the U.S. administrative policy, there are, and there may be additional changes to existing trade agreements, greater restrictions on free trade and significant increases in tariffs on goods imported into the United States, particularly those manufactured in China, Mexico, and Canada. Future actions of the U.S. administration and that of foreign governments, including China, with respect to tariffs or international trade agreements and policies remains currently unclear.

The escalation of a trade war, tariffs, retaliatory tariffs or other trade restrictions on products and materials including those exported by us to China or raw materials imported by us from China, or other countries, may significantly hinder our ability to provide our products to customers in China or other affected locations. Such developments may result in a decrease in demand for our products as well as delays in payments from our customers. Furthermore, other governmental action related to tariffs or international trade agreements, changes in U.S. social, political, regulatory and economic conditions, or in laws and policies governing foreign trade, manufacturing, development and investment in the territories and countries where our customers are located, could lead to a rebalancing of global export flows and an increase in global competition, which in turn could adversely affect our business, financial condition, results of operations and cash flows.

A failure to comply with export control or economic sanctions laws and regulations could have a material adverse impact on our results of operations, financial condition and reputation.

We operate on a global basis and face risks related to compliance with export control and economic sanctions laws and regulations, including those administered by the United Nations, the European Union and the United States, including the U.S. Treasury Department’s Office of Foreign Assets Control. Economic sanctions programs restrict our dealings with certain sanctioned countries, territories, individuals and entities. Economic sanctions are complex, frequently changing, and often increase in number, and may impose incremental prohibitions, fines, restrictions on dealings with additional countries, territories, individuals or entities or compliance obligations on our dealings in certain countries and territories. We have conducted, and may in the future seek to conduct, business in certain countries that are subject to sanctions under the laws of the United States, the European Union, or other countries. Although we have pursued these transactions, and intend to pursue any future transactions, in full compliance with applicable laws and regulations, we may not be successful in ensuring compliance with limitations or restrictions on business with companies in any such countries. Additionally, Russia’s annexation of Crimea, recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine, and the military interventions in Ukraine have led to sanctions and other penalties being imposed by the United States, the European Union and other countries on Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk Peoples Republic, including the agreement to remove certain Russian financial institutions from the Society for Worldwide Interbank Financial Telecommunication (“SWIFT”) payment system. Additional potential sanctions and penalties have also been proposed and/or threatened and the United States and other countries could impose wider sanctions and take other actions should the conflict further escalate. If we are found to be in violation of applicable sanctions laws or regulations, we may face criminal or civil fines or other penalties, we may suffer reputational harm and our results of operations and financial condition may be adversely affected. Additionally, even though we have adopted a global trade control directive and provide regular training to our employees, there can be no assurance that our employees, directors, officers, partners or any third parties that we do business with, including, among others, any distributors, or suppliers, will not violate sanctions laws and regulations. We may ultimately be held responsible for any such violation of sanctions laws and regulations by these persons, which could result in criminal or civil fines or other penalties, have a material adverse impact on our results of operations and financial condition and damage our reputation.

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We may not be able to specify in details technical specifications required by our customers’ or updated mechanisms to promptly attend regulatory requirements, and we could be subject to damages based on claims brought against us or our customers as a result of the failure of our products specification.

Our products specification may not meet certain technical or regulatory requirements, specifications or standards. In addition, our customers may impose stricter requirements on our products or governments may enact stricter regulations for the distribution, sale or use of our products. Failure to meet such standards could materially adversely affect our business, financial condition and results of operations if we are unable to sell our products in one or more markets or to important customers in such markets.

As with all quality control systems, any failure or deterioration of our quality control systems could result in defects in our products, which in turn may subject us to contractual, regulatory, product liability and other claims, which could have a material adverse effect on our reputation, business, financial condition and results of operations.

We may not be able to obtain or renew all licenses, permits and authorizations necessary for conducting our business.

We are subject to a wide variety of federal, state and municipal laws, regulations and licensing requirements, and depend on obtaining licenses, permits and authorizations to carry out our activities.

We cannot guarantee that we will be able to maintain, renew or obtain any new authorization, license, grant, or permit, in a timely manner, or that any additional requirements will not be imposed in connection with such renewal order.

Failure to obtain or maintain the permits, authorizations and licenses necessary for our operations, or failure to obtain or timely maintain them, may result in fines, loss or early termination of permits, authorizations and/or licenses, as well as closing of facilities, or breach of financing and commercial contracts, which could have a material adverse effect on our results of operations and financial condition.

We could be materially adversely affected by the impacts of the Global Settlement.

In the context of allegations of improper payments in connection with theso-called Operation Car Wash in Brazil, we engaged the Expert Firms to conduct the Investigation and report their findings. We have cooperated with governmental authorities in several jurisdictions, including the U.S. Department of Justice, or the DoJ, the U.S. Securities and Exchange Commission, or the SEC, Brazil’s Federal Prosecutor’s Office (Ministério Público Federal), or the MPF, and Switzerland’s Office of the Attorney General, or the OAG. On December 14, 2016, we entered into a leniency agreement with the MPF or the Leniency Agreement,(the “Leniency Agreement”), which was ratified by the competent Brazilian court on June 6, 2017. On December 21, 2016, we filed a plea agreement in the United States District Court for the Eastern District of New York under which we agreed to plead guilty to aone-count criminal information charging our companyus with conspiracy to violate the anti-bribery provisions of the U.S. Foreign Corrupt Practices Act or the FCPA.(the “FCPA”). On the same date, we consented to the entry of a final judgment in a civil action brought by the SEC based on civil violations of the anti-bribery, books and records and internal accounting controls provisions of the FCPA. The competent federal courts in the United States approved the DoJU.S. Department of Justice (the “DoJ) and SEC resolutions on January 26, 2017 and February 28, 2017, respectively. In addition, on December 21, 2016, the OAGSwiss Attorney General’s Office (“OAG”) closed its investigation of these matters. We refer to these actions as the Global Settlement.

“Global Settlement”. Under the Global Settlement, we agreed to pay to the governmental authorities in these jurisdictions an aggregate amount of approximately US$957 million (equivalent to approximately R$3.1 billion).

Of, based on the totalexchange rate of R$3.27 per U.S. Dollar, applicable at the time of the negotiation.

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The MPF will distribute the majority of the amount payable pursuantit receives as restitution to third parties for damages caused by the misconduct. Pursuant to the Global Settlement, the MPF agreed to communicate with other public authorities or entities, as well as stated-owned companies and mixed-capital companies with which Braskem enters into discussions to address the facts under the Global Settlement and avoid making duplicate restitution payments. In this context, as announced to the market on July 10, 2018, and disclosed in a material fact on May 27, 2019, we have cooperated and engaged in negotiations with the Ministry of Transparency and Controllership (CGU) and the Office of the Attorney General (AGU) in Brazil, and our Board of Directors approved the signing of a leniency agreement with the CGU and the AGU (the “CGU/AGU Agreement”) ..

The CGU/AGU Agreement, in the amount of R$2.9 billion, to be adjusted by the SELIC rate, addresses the same facts that are the object of the Global Settlement executed in December 2016 with the Brazilian Federal Prosecution Office (MPF), the DoJ, the SEC and the Swiss Office of the Attorney General (“Global Settlement”). Of this amount, R$3.1 billion will be offset by the amount that Company already had undertaken to pay under the scope of the Global Settlement, resulting in an additional disbursement of R$410 million.

As of December 31, 2023, we had paid approximately R$1.33.1 billion, as follows:

·R$878 million to the AGU, CGU and MPF;
·R$297 million to the DoJ;
·R$407 million to the OAG;
·R1,282 million to the MPF; and
·R$206 million to the SEC

US$94.9 million (R$296.6 million)In January 2023, the Company offered own and third-party registered warrants to pay the fourth installment under the Leniency Agreement (due on January 30, 2023). The payment confirmation was subject to analysis by relevant authorities. Hence, the Company wrote off the amount related to said installment, recording a liability payable to third parties and writing off its own registered warrant. However, the administrative rule governing this settlement procedure was revoked, and no new regulation on this matter was enacted prior to the DoJ on February 8, 2017;

US$65.0 million (R$206.5 million)expiration of the agreements for acquisition of third-party registered warrants (on December 31, 2023). As a result, the Company returned this installment amount to the SEC on April 27, 2017;
payable balance under the Leniency Agreement, while the requirement to pay such 2023 installment remains suspended, awaiting the enactment of new regulations by the competent authorities.

CHF30.2The amount payable under the Leniency Agreement, at December 31, 2023, was R$1,016 million, (R$104.3 million) to the OAG on June 27, 2017;of which R$840 million is under current liabilities and

R$736.4176 million to the MPF on July 6, 2017.

The aggregate amount of approximately R$1.8 billion outstanding pursuant to the Global Settlementunder non-current liabilities, which will be paid in the following manner:

CHF64.3 million to the OAG in four equaltwo annual and successive installments of CHF16.1 million due on June 30 of each year commencing in 2018; and

approximately R$1.6 billion to the MPF in six equal annual installments, adjusted for inflationupdated by the variation in the Broad Consumer Price Index (Índice Nacional de Preços ao Consumidor Ampliado), or IPCA, due on January 30 of each year commencing in 2018. As guarantee for payment of the outstanding installments, Braskem has provided fixed assets in an amount corresponding to one annual installment.

The Global Settlement may have a material adverse effect on our business, reputation, financial condition, financial instruments and operational results, as well as on the liquidity and price of our securities, including our class A preferred shares and ADSs. Furthermore, the negative publicity resulting from the Global Settlement, the facts made public through our plea agreement in the United States,Selic rate and the factspayable until January 30, 2025, considering that will be made public when the Leniency Agreement with the MPF is ultimately disclosed, could have a material adverse impact on our business, including reducing the demand for our products,our financial instruments2023 installment remains suspended. To guarantee payment of these installments coming due, we gave as collateral assets from its property, plant, and other effects that currently cannot be estimated or measured. In addition, other authorities with jurisdiction over our company may seekequipment corresponding to impose additional monetary sanctions or fines or commence new investigations against us. Finally, as a resultone annual installment.

By reason of the Global Settlement,Agreement, we may be barred from entering into certain agreements with governmental authorities, and may be subject to increased operating costs in connection with our obligations to improve our governance and anti-corruption practices, including the cost of required external monitorship.

Under the terms of the Global Settlement, we are requiredwill continue to cooperate with these relevant governmental authorities and improve our governance and anti-corruption compliance practices. We will also beOver the three years between 2017 and 2020, we were subject to external monitorshipindependent monitoring as a result of the Agreements (the “CGU/AGU Agreement” and, together with the Global Agreement, the “Agreements”). Such monitors were responsible for a period of three years, during which time the monitor will assessverifying compliance with the Global Settlement, includingAgreement, as well as the effectiveness of our internal controls, policies and procedures to reduce the risk of anynon-compliance with anti-corruption violations. The monitorship period may be terminated early or extendedlaws.

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In March 2020, based on the certification report issued by the independent monitors who had monitored us for up to one year atthree years, the authorities’ discretion depending onMPF confirmed the monitoring conclusion, the effectiveness of our compliance program and compliance with the obligations of the MPF Agreement. Later, on May 13, 2020, the DoJ and the SEC confirmed the end of the monitoring provided for in the agreements with such authorities.

The CGU concluded its monitoring of the Company, and no pending issues involving the Company remained.

On August 15, 2023, we were notified by CGU of the end of the monitoring period of the Company's integrity program as provided for in the Leniency Agreement signed between Braskem, CGU and the Office of the General Counsel of the Federal Government (“AGU”) on May 31, 2019, with emphasis on obtaining ISO 37001 certification by the Company.

We are in compliance with all of our obligations under the Agreements and continue to cooperate with government authorities.

The Global Settlement.Settlement does not prevent us from being held liable to any legitimate third party, which may seek indemnification for damages for the facts subject to the agreements, including other authorities with jurisdiction over us may seek to impose monetary sanctions or fines on, or to initiate investigative proceedings against us, which could adversely affect our results of operations and financial condition.

We cannot guarantee that the total amount agreed will be sufficient to repair any harm fully.

Unfavorable outcomes in pending or future litigation may reduce our liquidity and negatively affect our financial performance and financial condition.

We are, and in the future may be, involved in numerous tax, civil, environmental and labor disputes, among others, involving monetary claims. If unfavorable decisions are rendered in one or more of these lawsuits, we could be required to pay substantial amounts. For certain of these lawsuits, we have not established any provision on our balance sheet or have established provisions only for a portion of the amounts in controversy, based on our judgments as to the risk of loss for these lawsuits.

In July 2015, two putative class action lawsuits were filed against us and certain of our then-current and former officers and directors in the United States District Court for the Southern District of New York. The lead plaintiff, Boilermaker-Blacksmith National Pension Trust, alleged that the defendants made misrepresentations or omissions that inflated the price of our stock in violation of United States securities laws.

On February 21, 2018, a hearing was held and a decision was rendered for the final approval of the settlement agreement regarding the entire class of investors and the dismissal of the lawsuit, and such agreement does not represent the admission of any wrongdoing or liability by us. Such decision became final and binding.

On August 25, 2020, a class action was filed against us and some of our current and former executives in the U.S. District Court for the District of New Jersey, on behalf of an alleged class of investors who acquired securities issued by us. The lawsuit was grounded in the Exchange Act, and its rules, based on allegations that the defendants made false statements or omissions related to the geological event in Alagoas.

On December 15, 2022, the parties entered into an agreement to settle the class action with a payment of US$3 million, which was made in January 2023. On December 20, 2022, as the first measure for approval of the agreement, the lead plaintiff filed a preliminary approval motion, and the U.S. District Court for the District of New Jersey is expected to follow the required procedure for the approval of the settlement agreement. The extinction of the class action is expected to be declared only after the final approval of the settlement agreement and after the obligations assumed by the parties to the settlement agreement are met.

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We cannot reliably predict all of the costs related to solving this dispute. We may be named as a defendant in other similar legal actions. We may also be named as a defendant in other lawsuits.

In the context of the geological events occurred in Maceió, we entered into agreements for the termination of three public-interest civil actions (ACP Labor, ACP Socio-environmental and ACP of Residents). The terms of the settlements were as follows:

·ACP Labor settlement: we committed to investing R$40 million to fund a Business Recovery and Promotion of Educational Activities Program for residents and workers in the districts of Mutange, Bom Parto, Pinheiro and Bebedouro in Maceió, in the state of Alagoas. This agreement has been fulfilled in its entirety.
·ACP of Residents settlement: we committed to supporting the relocation and compensating residents, merchants, business owners and property owners located in the risk areas defined in the Civil Defense Map subject to relocation, by offering proposals for financial compensation and entering into individual agreements ratified in court (as of December 31, 2021, the risk area encompasses approximately 15,000 properties); and
·ACP Socio-environmental settlement: we committed to (i) adopting the necessary measures to stabilize the cavities and monitor the soil, implementing the measures of the mine closure planning presented to ANM and subject to its approval; (ii) repairing, mitigating or compensating potential environmental impacts and damages resulting from the mining activities (salt extraction) in the city of Maceió, to be defined by an Environmental Diagnosis developed by an expert and independent company approved by the Prosecutor’s Office; (iii) allocating R$1.28 billion to implement measures in the vacated area, actions related to urban mobility and to compensate potential socio-urbanistic impacts and damages; and (iv) allocating R$300 million for social collective moral damages.

On December 13, 2023, the Senate set up a Parliamentary Investigative Committee ("CPI") regarding the geological event in Alagoas. We have retained monitors pursuantbeen monitoring the matter.

An investigation has been carried out under secrecy by the Federal Police in Alagoas for around four years. In December 2023, the Federal Police conducted search and seizure of documents under this investigation, named Salt Tears Operation. In this sense, the Company informs that it is and has always been at the disposal of authorities and that it has been providing all the information related to salt mining during the

investigation.

provisionsWe have been making progress with local authorities about other indemnification requests to understand them better. Although future disbursements may occur as a result of progress in negotiations, as of the Global Settlement,reporting date, we are unable to predict the results and they have been approved bytimeframe for concluding these negotiations or its possible scope and the relevant authorities. The monitors may recommend changestotal associated costs in addition to our policies and procedures, which we must adopt unless they are unduly burdensome or otherwise inadvisable, in which case we may propose alternatives that the authorities may choosethose already provisioned for.

It is not possible to accept. Operating under the oversightanticipate all of the monitors will likely requirenew claims related to damages or other nature that may be brought by individuals or groups, including public or private entities, that understand they suffered impacts or damages related to the assumptiongeological phenomenon and the relocation of additional responsibilitiespeople from risk areas, as well as new notices of infraction or administrative penalties of diverse nature. Braskem continues to face and could still face administrative procedures and various lawsuits filed by members of our management. We currently cannot estimateindividuals or legal entities not included in the costsPCF or that we are likely to incur in connection with compliancedisagree with the Global Settlement, including the implementationfinancial compensation offer for individual settlement, as well as new collective actions and new lawsuits filed by public utilities, entities of the recommended changes, if any, to our policies and procedures as required by the monitors. However, the costsdirect or indirect administration of the monitorship couldState of Alagoas, the Municipality of Maceió or the Brazilian federal government. Therefore, the number of such actions or lawsuits, their nature or the amounts involved cannot be significant and could negatively impact our company by requiring the efforts of our management team, diverting attention from our ordinary business operations.accurately estimated at this time.

Compliance and Control Risks

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We could be materially affected by violations of the U.S. Foreign Corrupt Practices Act,FCPA, the Brazilian Anti-CorruptionAnti-Corruption Law and similar anti-corruption laws.

We, our subsidiaries and our joint venture partners are subject to a number of anti-corruption laws, including Law No. 12,846/2013, or the Brazilian Anti-Corruption Law, which became effectiveentered into effect on January 28, 2014, the U.S. Foreign Corrupt Practices Act, or the FCPA and various other anti-corruption and anti-bribery laws of other jurisdictions.

The FCPA, the Brazilian Anti-Corruption Law and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials or other persons for the purpose of obtaining or retaining business. Violations of these laws may result in criminal or civil sanctions, inability to do business with existing or future business partners, injunctions against future conduct, profit disgorgements, disqualifications from directly or indirectly engaging in certain types of businesses, the loss of business permits or other restrictions which could have a material adverse effect on our business, financial condition, results of operations or liquidity. Any negative reflection on our image or our brand from any violation of these laws could have a negative impact on our results of operations, as well as our ability to achieve our growth strategy. Furthermore, the Brazilian Anti-Corruption Law provides for joint and several liabilities between companies of the same economic group.

Given the size of our operations and the complexity of our production chain, there can be no assurance that our internal policies and procedures will be sufficient to prevent or detect all inappropriate or unlawful practices, including fraud or violations of law or violations of our internal policies and procedures by our employees, directors, officers, partners or any third-party agents or service providers. Furthermore, there can be no assurance that such persons will not take actions in violation of our policies and procedures (or otherwise in violation of applicable laws and regulations) for which we or they may ultimately be held responsible. Violations of anti-fraud, anti-corruption, anti-money laundering or other international laws and regulations could have a material adverse effect on our business, reputation, brand, selling prices, results of operations and financial condition, including as a result of the closure of international markets. We may be subject to one or more enforcement actions, investigations or proceedings by authorities for alleged infringement of these laws. These proceedings may result in penalties, fines, sanctions or other forms of liability.

We are exposed to behaviors of our employees, non-employees andnon-employees third parties that may be incompatible with our ethics and compliance standards, and failure to timely prevent, detect or remedy any such behavior and/or process vulnerabilities may have a material adverse effect on our results of operations and financial condition.

Our business, including our relationships with third parties, is guided by ethical principles. We have adopted a Policy on Compliance in Acting Ethically with Integrity and Transparency, and several internal policies designed to guide our management, employees and counterparties and reinforce our principles and rules for ethical behavior and professional conduct. We maintain an independent whistleblower channel (denominated “Ethics Line”) managed by a third party available for employees andnon-employees (including third parties). Every whistleblower complaint is investigated and submitted for evaluation by our Ethics Committee.

We are subject to the risk that our employees, partners, counterparties, or any person doing business with us may engage in fraudulent activity, corruption, or bribery, or circumvent, or override our internal controls and procedures or misappropriate or manipulate our assets for their personal or business advantage. In the event that we believeInvestigations conducted by us internally or have reason to believe that our employees or agents have or may have violatedthrough outside counsel on potential violations of any applicable anti-corruption laws, including the FCPA we may be required to investigateby our employees or have outside counsel investigate the relevant facts and circumstances, whichagents can be expensive and require significant time and attention from senior management. We have in place a robust Compliance andOur Anti-Corruption Program being implemented through every area of our company, including several processesmay not be completely effective for identifying, monitoring, and mitigating these risks, but such programrisks.

In addition, we cannot guarantee the existence of a socially responsible value chain that offers decent working conditions. Any breach of work-related regulations could result in human rights violations, impacts on people’s quality of life, and poor work conditions, which in turn could have an impact on our results of operations due to potential financial implications and lawsuits brough by individuals, public authorities, or other agents, which could impact our reputation and image.

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In the future, we may not be completely effective.

Asrequired to conduct additional procedures and analyses with respect to our internal processes and controls that may lead to a delay in the conclusion of our audited financial statements and, as a result, prevent us from filing future annual reports in a timely manner. Any failure to timely file our annual reports in the future may have an adverse effect on our business.

Unauthorized disclosure or loss of intellectual property, trade secrets, other sensitive business or personal information, or disruption in information technology by cyberattacks or other security breaches, as well as our failure to comply with data protection laws and information security requirements can subject us to significant penalties or liability and can adversely impact our operations, reputation, and financial results.

We collect, store, process, and use certain confidential information and other personal data in connection with our business operations. We must ensure that any personal data activity such as processing, collection, use, storage, dissemination, transfer, and disposal of data for which we are responsible complies with relevant data protection and privacy laws. The protection of information relating to our business partners (customers and suppliers), employees and confidential information related to our business is critical to us. We rely on commercially available systems, software, and monitoring tools to provide secure processing, transmission, and storage of relevant information, such as business confidential information and personal data including sensitive information.

The Brazilian Constitution, Law No. 10,406/2002 (Civil Code), Law No. 8.078/1990 (Consumer Protection and Defense Code), Law No. 12.965/2014 (Brazilian Civil Rights Framework for the Internet), Decree No. 8771/2016 and the recent Law No. 13.709/2018 (Brazilian General Data Protection Law or LGPD), which entered into force on September 18, 2020, are the main laws governing the practice of processing personal data in Brazil.

The LGPD is a comprehensive legislation, which regulates practices related to the processing of personal data, through a set of rules that impacts all sectors of the Investigation, we determined that material weaknesseseconomy and organizations of all sizes, both digitally and physically. The LGPD establishes a new legal framework to be observed in our internal control over financial reporting aspersonal data processing transactions and provides, among other measures, the duty of December 31, 2016 existed. We identified material weaknessestransparency on the part of the data controller, the rights of the holders of personal data, hypotheses in which the processing of personal data is allowed (legal bases), obligation to designate a data controller, rules related to information security, incidents involving personal data, requirements and obligations related to international data transfer and data sharing. The LGPD also provides for administrative sanctions that can be applied in case of non-compliance with its provisions by the National Data Protection Authority (“ANPD”), responsible for preparing guidelines and supervising compliance with the law. Non-compliance with any provisions provided for in the LGPD may result in the following consequences: (i) our control environmentthe filing of lawsuits or administrative proceedings by individual or collective competent bodies seeking compensation for damages arising from violations, among others, that are based not only on the LGPD, but also on sparse or specific data protection regulation still in force; and anti-corruption compliance controls(ii) the enforcement by consumer protection agencies of penalties provided for in the sparse data protection regulation, such as those set forth in the Consumer Protection and programs designedDefense Code and the Brazilian Civil Rights Framework for the Internet, given that even before the LGPD entered into force and the ANPD was finally structured such agencies had authority to prevent and detect violationsact in this regard, mainly in cases concerning security incidents that result in improper access to personal data.

Since August 1, 2021, with the entry into force of the FCPA and other applicable anti-corruption laws, (ii)LGPD’s administrative sanctions, if the review and approvalANPD understands that we are not in compliance with the LGPD, we may be subject to individual or cumulative sanctions, warning, requirement to disclose the incident, temporary blocking and/or exclusion of reconciliation and manual payments, and (iii)personal data to which the reviewviolation refers, daily fine, simple fine of up to 2% of the ledger accounts usedcompany, group or conglomerate’s revenue in Brazil in its last fiscal year, excluding taxes, and up to record accruals and paymentsthe aggregate amount of commissions. These material weaknesses were identified primarily becauseR$50.0 million per infringement. In case of recurrence, more severe administrative penalties provided for in the LGPD may be applied, such as partial suspension of the database operation to which the infringement refers for a numbermaximum period of deficiencies in controls and errors were detected duringsix months, extendable for an equal period, until the Investigation.

We subsequently identifiedregularization of the activity of processing by the controller, suspension of the exercise of the activity of processing the personal data to which the infringement refers for a maximum period of six months, extendable for an additional material weaknessequal period or partial or total prohibition of the activities related to (iv) the review and monitoring overin-transit inventory for naphtha imports processed by our subsidiary, Braskem Netherlands. This material weakness was identified during the financial statement audit performed for Braskem Netherlands. And we additionally identified a material weakness related to (v) classification between long and short-term debt obligations in Braskem’s subsidiary, Braskem Idesa.

A material weakness is defined as a deficiency, or combinationprocessing of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis.data.

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We are currently implementing several remediation efforts to improve our governance and compliance systems. See “Item 4. Information on the Company—Compliance.” However, such improvements may not be completely effective, and certain of our employees andnon-employees may behave in a manner that is incompatible with our ethics and compliance standards. In addition, we may make accounting errors inbe held liable for material, moral, individual or collective damages caused to the holders of personal data, including when caused by our future financial reporting, andsubsidiaries or by third parties that process personal data on our behalf or as controllers together with us due to non-compliance with the obligations provided by the LGPD. In this sense, we cannot guarantee that we will be certain thatsuccessful in adapting our activities, procedures, documentation and the relationship with third parties hired by us to meet the high standards provided by the LGPD. Administrative sanctions or legal convictions may cause material financial impacts, in addition to adversely affecting our reputation in the futuremarket.

Even if we adopt practices in line with the provisions and obligations set forth in the LGPD, it cannot be guaranteed that the measures adopted to adapt our personal data processing activities will be considered adequate or sufficient by ANPD, by other public authorities, such as the Public Ministry and consumer protection bodies, or by the court.

Any additional material weaknessesprivacy laws or regulations enacted or approved in Brazil or in other jurisdictions in which we operate could seriously harm our internalbusiness, financial condition or results of operations. On May 25, 2018, the Regulation No. 2016/279 of the European Parliament and of the Council of April 27, 2016 on the protection of personal data (the General Data Protection Regulation), or the GDPR, became directly applicable in all member states of the European Union. The GDPR has introduced new obligations relating to data privacy, control and retention, including, among others: (i) accountability and transparency requirements; (ii) enhanced data consent requirements; (iii) obligations to consider data privacy as any new products or services are developed and limit the amount of information collected, processed, stored and its accessibility; (iv) constraints on using data to profile data subjects; (v) providing data subjects with personal data in a useable format upon request and erasing personal data in certain circumstances; and (vi) reporting breaches without undue delay.

As we seek to expand our business and operations, we expect to be increasingly subject to laws and regulations relating to personal data activity such as collection, use, retention, security, and transfer of our employee and customer data. These may change over financial reportingtime and may vary by jurisdiction, and it is possible they will not exist.be interpreted and applied in ways that will materially and adversely affect our business. Any failure—real or perceived—by Braskem to followcomply with any applicable privacy or data protection-related laws and regulations could cause our compliance principlescustomers to reduce their use of our products and services.

Compliance with data protection laws requires us to expend resources to revise our procedures and policies. There are no guarantees that we have sufficient resources to comply with new regulations or to comply with applicable governancethis changing regulatory environment successfully. Further, there is a risk of improper implementation and sanctions or regulatory obligationsreputational damage for noncompliance, both of which could harm our reputation and image, limit our ability to obtain financing and otherwise have a material adverse effect on our operations, financial condition, and prospects.

In addition, despite the information security measures that we have in place, our facilities and systems—and those of our third-party service providers—may be vulnerable to security breaches, cyberattacks (including ransomware and phishing), computer viruses, misplaced or lost data, programming or human errors, or other similar events. The ongoing military conflict between Russia and Ukraine has led to an increasing number of cyberattacks globally. Any security breach or perceived threat resulting in the loss or other unauthorized disclosure of confidential information could damage our reputation, expose us to litigation risk and liability, subject us to negative publicity, disrupt our operations and harm our business.

Cyberattacks or security breaches could compromise critical information and cause a disruption in our operations, which are heavily dependent on information technology and telecommunication systems and services. Information assets, including intellectual property, trade secrets, personal data and other business-sensitive critical information are an attractive asset to cyber criminals, cyberterrorism or other external agents. A significant cyberattack, a human error, including from our employees and partners, or obsolescence of technology could result in the loss of critical business information and/or negatively impact our operations, which could have a negative impact on our financial results.

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Our own security measures cannot be guaranteed and are susceptible to new cyberattacks. On October 4, 2020, we detected a cyberattack on our information technology environment and several improvements in people, processes and technologies have been and are being applied in the company’s environment, significantly increasing the maturity of information security at Braskem. We believe that all these actions ensured that no new incidents happened to date.

We are subject to audit by the tax authorities in the jurisdictions in which we operate, which may adversely affect our operating results and financial condition.

We operate in and sell our products into several countries, such as Brazil, Argentina, Colombia, Chile, the United States, Germany, the Netherlands, Mexico and Singapore, each with its own tax legislation and specific audit procedures. The tax legislations in each country are frequently ambiguous and subject to interpretation, which may lead to divergent views between the tax authorities in each country and us and/or our advisors.

We are routinely audited by the tax authorities in different countries and other sub-national authorities in Brazil and abroad. As a result of operationssuch audits, our tax positions may be questioned by the tax authorities. We cannot guarantee that we will make provisions in amounts sufficient for lawsuits resulting from inspection, nor that there will be no identification of additional tax exposure. As a result, the increase in the amount of taxation as a result of disputes over our tax positions may adversely affect our business, operating results and financial condition.

IfChanges in tax laws may result in increases in certain direct and indirect taxes, which could reduce our gross margin and negatively affect our overall financial performance.

We operate in several countries, such as Brazil, Argentina, Colombia, Chile, the United States, Germany, Netherlands, Mexico and Singapore. Besides, we are unablesell our products to comply withseveral other countries through different commercial approaches.

Each of these countries has its own tax legislation, and these tax laws undergo frequent changes according to specific government purposes in each country. An example is the restrictionsBrazilian government, which implements, from time to time, changes to tax regimes that may increase our and covenantsour customers’ tax burdens.These changes include modifications in the agreements governingrate of assessments and, on occasion, enactment of temporary taxes.

We cannot predict the changes to Brazilian tax law or in any other jurisdiction in which we operate that may be proposed and enacted in the future. However, future changes in these tax laws may result in increases in our indebtedness, there could be a default under the terms of these agreements,overall tax burden, which could result in an acceleration of payment of funds that we have borrowedreduce our gross margin and couldnegatively affect our ability to make principal and interest payments on our debt obligations.

Any default under the agreements governing our indebtedness that is not cured or waived by the required lenders could result in the holders of any such indebtedness accelerating the payment of amounts outstanding, which could make us unable to pay principal and interest on those and other debt obligations. If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal and interest on our indebtedness, or if we otherwise fail to comply with the various covenants in the agreements governing our indebtedness (including covenants in the project finance debt related to our Mexico Complex), we could be in default under the terms of such agreements. In the event of such default:

overall financial performance.

the holders of such indebtedness could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest;
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we could be forced into bankruptcy or liquidation.

Although our Mexico Complex is fully operational and Braskem Idesa has satisfied and continues to satisfy its debt service requirements and all other payment obligations under its US$3,194 million senior secured Syndicated Facility on a timely basis, certain defaults have occurred and are continuing thereunder. These defaults give the creditors thereunder the right to vote to accelerate their debt under this facility and exercise their remedies in respect of the collateral for the facility, including the Mexico Complex and the outstanding shares of Braskem Idesa. Braskem Idesa has submitted requests for waiver of these defaults to and is currently negotiating such waiver with the intercreditor agent for this facility. However, there can be no assurance that the intercreditor agent and the lenders will agree to extend such waiver, or if they agree to extend such waiver, whether the waiver will include additional obligations with which Braskem Idesa would be required to comply.

We may in the future need to obtain waivers under our other indebtedness to avoid being in default. If we breach any covenants under any of our debt instruments and seek a waiver, we may not be able to obtain a waiver from the required lenders. If this occurs, we would be in default under such agreements, the lenders could exercise their rights or remedies, as described above, and we could be forced into bankruptcy or liquidation.

Risks Relating to Brazil

Brazilian political, economic and economicbusiness conditions, and the Brazilian government’s economic and other policies, may negatively affect demand for our products as well as our net sales revenue and overall financial performance.

The Brazilian economy has been characterized by frequent and occasionally extensive intervention by the Brazilian government and unstable economic cycles. The Brazilian government has often changed monetary, taxation, credit, tariff and other policies to influence the course of Brazil’s economy. The Brazilian government’s actions to control inflation and implement other policies have at times involved wage and price controls, blocking access to bank accounts, imposing capital controls and limiting imports into Brazil.

Our results of operations and financial condition may be adversely affected by factors such as:

fluctuations in exchange rates;

exchange control policies;

interest rates;

inflation;

tax policies;

expansion or contraction of the Brazilian economy, as measured by rates of growth in GDP;

liquidity of domestic capital and lending markets; and

other political, diplomatic, social and economic developments in or affecting Brazil.
·expansion or contraction of the Brazilian economy, as measured by rates of growth in GDP;
·fluctuations in exchange rates;
·exchange control policies;
·interest rates;
·inflation;
·tax policies and tax reforms;
·liquidity of domestic capital and lending markets; and
·other political, diplomatic, social, economic and business developments in or affecting Brazil.

Brazilian markets have been experiencingexperienced heightened volatility due to the uncertainties derived from the ongoing Car Wash investigation, which is being conductedcorruption investigations by the Federal Prosecutor’s Office under Operations Car Wash, Zelotes, Greenfield, Efficiency and itsother investigations, and their impact on the Brazilian economy and political environment. Certain current and former members of the Brazilian government and of the legislative branch, as well as former senior officers of the state-owned oil company and our shareholder Petrobras have faced allegations ofbeen prosecuted for political corruption. These government officials and former senior officers allegedly accepted bribes by means of kickbacks on contracts granted by Petrobras to several infrastructure, oil and gas and construction companies, including Novonor, our controlling shareholder Odebrecht S.A.shareholder. We cannot currently predict how the Operation Car Wash investigation, related investigations and any future decisions and actions by authorities or developments in relation to our shareholders, may impact our company.us. The profits of these kickbacks allegedly financed the political campaigns of political parties of the current federal, state and city governments that were unaccounted for or not publicly disclosed, as well as served to personally enrich the recipients of the bribery scheme. As a result of the ongoingOperation Car Wash investigation, a number of current and former senior politicians, including congressman and officers of the major state-owned companies in Brazil have resigned or have been arrested. Senior elected officials and other public officials in Brazil are beinghave been investigated for allegations of unethical and illegal conduct identified during the Operation Car Wash investigation.

The potential outcome of these investigations is uncertain, but they have adversely affected and we expect that they willmay continue to adversely affect the Brazilian markets and trading prices of securities issued by Brazilian issuers. We cannot predict whether the allegations will lead to further political and economic instability or whether new allegations against government officials or other companies in Brazil will arise in the future. Luiz Inácio Lula da Silva, who served two terms as Brazil’s president from 2003 to 2011 and later spent over one year in prison on charges of corruption and money laundering recovered his political rights and was elected in 2022 for a third term as president of Brazil. In addition, we can neither predict the outcome of any such allegations nor their effect on the Brazilian economy. The development of those unethical conduct cases could have a material adverse effect.

In addition, the Brazilian economy continues to be subject to the effectsaftermath of the outcome of Operation Car Wash. In May 12, 2016,2022 election results, there were mass protests and demonstrations throughout Brazil highlighting a deeply polarized electorate amidst a political climate characterized by uncertainty as the Brazilian Senate voted to begin its review of the impeachment proceedings against President Dilma Rousseff, who was suspended from office. After the legal and administrative process for the impeachment, Brazil’s Senate removed President Dilma Rousseff from office on August 31, 2016 for infringing budgetary laws. Michel Temer, the former vice president, who has run Brazil since Ms. Rousseff’s suspension in May 2016, was

sworn in by the Senate to serve out the remainder of the presidential term until 2018. However, in May 2017, President Michel Temer was accused of alleged political corruption in connection with the ongoing Operation Car Wash. The resolution ofcountry awaits definition regarding the political and economic crisisagenda of the new administration, which could contribute to increased macroeconomic and political instability. As a result of the past corruption allegations against President Luiz Inácio Lula da Silva, his political actions are a matter of controversy in Brazil, dependsand such controversy could lead to further political uncertainty and impasse, which could have negative macroeconomic impacts. Further, during the term of former president, Jair Messias Bolsonaro, there were several inquiries related to potential misconduct, including a Supreme Court investigation following allegations made by the former Minister of Justice as well as a Parliamentary Committee Inquiry (Comissão Parlamentar de Inquérito, or “CPI”) focused on the president’s handling of the COVID-19 pandemic, including the potential misuse of government funds.

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The potential outcome of Operation Car Wash, includingthese and other inquiries, as well as potential new inquiries involving former president Jair Messias Bolsonaro and any new inquiries involving current investigations into President Michel Temer’s alleged involvement, and approvalpresident Luiz Inácio Lula da Silva, are uncertain, but they have had a negative impact on the general perception of reforms that are expected to be promoted in due course. The President of Brazil has power to determine governmental policies and actions that relate to the Brazilian economy and consequently, affect the operationssecurities of Brazilian companies and financial performance of businesses, including us. The impeachment proceedings against President Dilma Rousseff have adversely affected and we expect that they, together with the potential for future impeachment proceedings against President Michel Temer, willmay continue to adversely affect our business, our financial condition and results of operations.

Additionally, uncertainties in relation to the Brazilian marketsimplementation by a new government of changes relating to monetary, tax, labor and trading pricespension funds policies as well as to the relevant legislation may contribute to economic instability. These uncertainties and measures adopted by the new administration could materially adversely affect our operations and may increase market volatility of Brazilian securities issued by Brazilian issuers, including us. We cannot predict the effects of the recent and potential future impeachment proceedings and the current ongoing political uncertainties on the Brazilian economy.abroad.

Changes in industrial policy and related actions undertaken by the Brazilian government and local state governments in Brazil may negatively affect demand for our products as well as our net sales revenue and overall financial performance.

We currently benefit from certain industrial policies and related actions undertaken by the Brazilian government and local state governments in Brazil intended to strengthen the domestic economy and certain local industries. Some of these policies and actions have recently included reductions in payroll taxes for plastic manufacturers, a program to improve the competitiveness of Brazilian producers in the export markets by refunding, in part or in full, the federal taxes levied on their export sale, intervention of the federal government to reduce incentives to imports at local ports, increases in import duties on certain products, including polyethylene, and the reduction in the rates of the Social Integration Program (Programa de Integração Social), or PIS,PIS), a federal value-added tax, and Contribution for Social Security Financing (Contribuição para Financiamento da Seguridade Social), or COFINS,COFINS), taxes on feedstock purchases by first- and second-generation petrochemical producers.producers, reduction of the tax burden and tax incentives in certain regions to foster local industries.

These taxes on feedstock purchase were set atIn July 2021, the former President of Brazil sanctioned the Conversion Bill No. 12/2021, arising from the approved amendments of Provisional Measure No. 1,034/2021, later converted into Law No. 14,183/2021, providing for the gradual reduction of the Petrochemical Industry Special Regime (“REIQ”) until January 1, 2025, when it was expected to terminate.

However, in December 2021, the Brazilian government issued a ratenew Provisional Measure No. 1,095/2021 amending the Law No. 14,183/2021 in order to extinguish REIQ starting in the beginning of 5.6%2022. However, in May 2022, the Brazilian National Congress approved its suspension until the end of 2022, resumption in 2023 and a new gradual reduction until the end of 2027, subject to the regulation of labor and environmental conditions. In this sense, in the absence of regulation, the REIQ will not come back into force until the Brazilian government publishes it. In addition, the Brazilian National Congress also approved the insertion of a provision that would grant a further 1.5% REIQ increase for naphthainvestments to expand installed capacity between 2024 and 9.25% for other feedstocks prior to June 2013, were lowered to 1% in 2015, increased to 3% in 2016 and 5% in 2017 and will be increased to 5.6% in 2018. 2027.

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We cannot predict or control which policies will be renewed or discontinued and whether future changes to Brazilian industrial policy will be proposed and enacted in the future. If industrial policies that benefit us expire, or policies detrimental to us are implemented, our business, results of operations and financial condition may be adversely affected.

Fluctuations in thereal/U.S. dollar exchange rate could increase inflation in Brazil, raise the cost of servicing our foreign currency-denominated debt and negatively affect our overall financial performance.

The exchange rate between thereal and the U.S. dollar and the relative rates of depreciation and appreciation of thereal have affected our results of operations and may continue to do so.

The Brazilian currencyreal has been devalued on several occasions. Throughout the last several decades, the Brazilian government has implemented various economic plans and various exchange rate policies, including sudden devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange controls, dual exchange rate markets and a floating exchange rate system. From time to time, there have been significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies. Thereal depreciated by 8.9% against the U.S. dollar4.0% during 2012, by 14.6%2019, 28.9% during 2013, by 13.4%2020, 7.4% during 2014, by 47.0% during 20152021, and appreciated by 16.5%6.5% during 2016.

2022 and appreciated by 7.2% during 2023. Depreciation of thereal relative to the U.S. dollar also could result in inflationary pressures in Brazil by generally increasing the price of imported products and services. On the other hand, the appreciation of thereal against the U.S. dollar may lead to a deterioration of the country’s current account and the balance of payments and may dampen export-driven growth.

We had total foreign currency-denominated debt obligations, all of which were denominated in U.S. dollars, in an aggregate amount of R$18,176.348,414 million (US$5,577.110,000 million) as of December 31, 2016, representing 77.9% of our consolidated indebtedness, net of transaction costs. This indebtedness does not include (i)2023, (including an aggregate amount of R$852.611,250 million (US$261.62,324 million) outstanding as of December 31, 20162023, in connection with derivatives transactions [(including interest rate swaps, exchange rate swaps and currecny options) and (ii) an aggregate amount

of R$10,437.8 million (US$3,202.7 million) outstanding as of December 31, 2016 in connection with the Braskem Idesa Financing (as defined elsewhere in this annual report), which includes an aggregate amount of R$302.6 million (US$92.8 million) outstanding as of December 31, 2016,our secured debt related to a guarantee by Braskem S.A.our Mexico Complex), representing 90.5% of the Braskem Idesa Working Capital Facility (as defined elsewhere in this annual report). For more information regarding this facility, see “Item 5. Operating and Financial Review and Prospects—Indebtedness and Financing Strategy—Short-Term Indebtedness.”our consolidated indebtedness. As of December 31, 2016,2023, we had R$3,407.85,446 million (US$1,045.61,125 million) in foreign currency-denominated cash and cash equivalents, not including the aggregate amount of R$201.61,562 million (US$61.9323 million) of Braskem Idesa’s cash and cash equivalents.

A significant depreciation of thereal in relation to the U.S. dollar or other currencies could increase our financial expenses as a result of foreign exchange losses that we must record and could reduce our ability to meet debt service requirements of our foreign currency-denominated obligations. To enable us to more efficiently manage the effects of exchange rate fluctuations on our results, in 2013 we decided to designate part of our U.S. dollar-denominated liabilities as a hedge for our future exports. However, we cannot assure that the designation of part of our U.S. dollar-denominated liabilities as a hedge for our future exports will be enough to not affect our financial results.

The prices of naphtha, our most important raw material, and of some of our other raw materials, are denominated in or linked to the U.S. dollar. NaphthaFor the year ended December 31, 2023, naphtha accounted, directly and indirectly, for 42.7%34.5% of our consolidated cost of sales and services rendered in 2016.products sold. When thereal depreciates against the U.S. dollar, the cost inreais of our U.S. dollar-denominated and U.S. dollar-linked raw materials increases, and our operating income inreais may decrease to the extent that we are unable to pass on these cost increases to our customers.

The Brazilian government’s actions to combat inflation may contribute significantly to economic uncertainty in Brazil and reduce demand for our products.

Historically, Brazil has experienced high rates of inflation. Inflation, as well as government efforts to combat inflation, had significant negative effects on the Brazilian economy, particularly prior to 1995. The inflation rate, as measured by the General Price Index—Internal Availability (Índice Geral de Preços—Disponibilidade Interna), or theIGP-DI, “IGP-DI”), reached 2,708% in 1993. Although inflation rates have been substantially lower since 1995 than in previous periods,years, inflationary pressures persist. Inflation rates, as measured by theIGP-DI, were 8.1%negative 0.4% in 2012, 5.5%2017, positive 7.1% in 2013, 3.8%2018, 7.37% in 2014, 10.7%2019, 23.1% in 20152020, 17.7% in 2021 and, 7.2%5.03% in 2016.2022, and negative 3.30% in 2023. The Brazilian government’s measures to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting availability of credit, and reducing economic growth. Inflation, actions to combat inflation and public speculation about possible additional actions also may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets.

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Brazil may experience high levels of inflation. Increasing prices for petroleum, the depreciation of thereal and future governmental measures seeking to maintain the value of thereal in relation to the U.S. dollar may trigger increases in inflation in Brazil. Periods of higher inflation may slow the rate of growth of the Brazilian economy, which would lead to reduced demand for our products in Brazil and decreased net sales revenue. Inflation is also likely to increase some of our costs and expenses, which we may not be able to pass on to our customers and, as a result, may reduce our profit margins and net income. In addition, high inflation generally leads to higher domestic interest rates, and, as a result, the costs of servicing ourreal-denominated debt may increase, causing our net income to be reduced. Inflation and its effect on domestic interest rates can in addition, lead to reduced liquidity in the domestic capital and lending markets, which could adversely affect our ability to refinance our indebtedness in those markets. Any decline in our net sales revenue or net income and any deterioration in our financial condition would also likely lead to a decline in the market price of our securities, including class A preferred shares and the ADSs.

Fluctuations or changes in, or the replacement of, interest rates could raiseimpact the cost of servicing our debt and negatively affector reduce our overallfinancial revenue, affecting our financial performance.

Our financial expenses are affected by changes in the interest rates that apply to our floating rate debt. As of December 31, 2016,2023, we had, among other debt obligations, R$1,525.2obligations:

·R$3,868 million of loans and financing that were subject to the Interbank Deposit Certificate (Certificado de Depósito Interbancário, or “CDI”), rate;
·R$1,185 million of loans and financing that were subject to the Extended National Consumer Price Index (Índice de Preços ao Consumidor Amplo, or “IPCA”);
·R$6.795 million of certain of our loans and financing that were subject to the Secured Overnight Financing Rate (SOFR).

All debt agreements that were subject to the Long-Term Interest Rate (Taxa de Juros de Longo PrazoU.S. Dollar LIBOR (“LIBOR”), were amended or TJLP; R$1,736.6 million of loans and financing that were subjectadjusted to replace LIBOR for Term SOFR, as a response to the Interbank Deposit Certificate (Certificado de Depósito Interbancário), or CDI, rate; R$602.6milliondiscontinuation of loans and financing that were subject to the Special SystemLIBOR as being a base rate for Settlement and Custody (Sistema Especial de Liquidação e Custódia), or SELIC; and R$2,571.7 million of loans and financing that were subject to the London Interbank Offered Rate, or LIBOR.

U.S. Dollar financial transactions.

The TJLP includes an inflation factor and is determined quarterly by the Central Bank. In particular, the TJLP, the CDI and the SELIC rateIPCA rates have fluctuated significantly in the past in response to the expansion or contraction of the Brazilian economy, inflation, Brazilian government policies and other factors. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk.” A significant increase in any of these interest rates could adversely affect our financial expenses and negatively affect our overall financial performance.

Any other changes or reforms to the determination or supervision of these interest rates could have an adverse effect on our financial expenses and/or financial revenue and adversely affect our overall financial performance.

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Brazilian government exchange control policies could increase the cost of servicing our foreign currency-denominated debt, adversely affect our ability to make payments under our foreign currency-denominated debt obligations and impair our liquidity.

The purchase and sale of foreign currency in Brazil is subject to governmental control. The current laws and regulations governing the Brazilian foreign exchange system allow the purchase and sale of foreign currency and the international transfer of reais by any person or legal entity, regardless of the amount, subject to certain regulatory procedures. Many factors could cause the Brazilian government to institute more restrictive exchange control policies, including the extent of Brazil’s foreign currency reserves, the availability of sufficient foreign exchange on the date a payment is due, the size of Brazil’s debt service burden relative to the economy as a whole, Brazil’s policy towards the International Monetary FundIMF and political constraints to which Brazil may be subject. A more restrictive policy could increase the cost of servicing, and thereby reduce our ability to pay, our foreign currency-denominated debt obligations and other liabilities.

Our foreign-currency debt denominated in U.S. dollars represented an aggregate of 77.9%90.5% of our indebtedness on a consolidated basis as of December 31, 2016,2023, including transaction costs. This indebtedness does not include (i) the aggregate amount of R$852.6million (US$261.6 million) outstanding as of December 31, 2016 in connection with derivatives;costs and (ii) the aggregate amount of R$10,437.8 million (US$3,202.7 million) outstanding as of December 31, 2016 in connection with the Braskem Idesa Financing, which includes the aggregate amount of R$302.6 million (US$92.8 million) outstanding as of December 31, 2016 related to the Braskem Working Capital Facility, for which Braskem S.A. is guarantor. For more information regarding this facility, see “—Indebtedness and Financing Strategy—Short-Term Indebtedness.”Debt. If we fail to make payments under any of these obligations, we will be in default under those obligations, which could reduce our liquidity as well as the market price of our securities, including our class A preferred shares and the ADSs.

Changes in tax laws may result in increases in certain direct and indirect taxes, which could reduce our gross margin and negatively affect our overall financial performance.

The Brazilian government implements from time to time changes to tax regimes that may increase our and our customers’ tax burdens. These changes include modifications in the rate of assessments and, on occasion, enactment of temporary taxes, the proceeds of which are earmarked for designated governmental purposes. We cannot predict the changes to Brazilian tax law that may be proposed and enacted in the future. However, future changes in Brazilian tax law may result in increases in our overall tax burden, which could reduce our gross margin and negatively affect our overall financial performance.

Risks Relating to Mexico

Political conditions in Mexico may affect actions or decisions by the Mexican government, including Pemex TRI, Cenagas, CFE and CENACE, which are, respectively, Braskem Idesa’s main suppliers of ethane, a provider of natural gas transportation services, an electricity back-up supplier, and the controller of national grid and dispatches of energy power generators, all of which are Mexican state-owned enterprises or governmental entities subject to political interference and related risks.

The Mexican government has exercised, and continues to exercise, significant influence over the Mexican economy. Accordingly, Mexican governmental actions concerning the Mexican economy and state-owned enterprises could materiallyhave a significant impact on Mexican private sector entities in general and adversely affecton our operations in particular. We cannot predict the impact that political conditions will have on the Mexican economic policy and, in turn,economy or on our operations.

Political events We can give no assurances that changes in Mexico may significantly affect Mexican economic policy and, consequently, our operations. On December 1, 2012, Mr. Enrique Peña Nieto, a member of the Revolutionary Institutional Party (Partido Revolucionario Institucional, or PRI), formally assumed office for asix-year term as the President of Mexico. As of the date of this annual report, no single political party has a majority in either chamber of the Mexican Congress. The absence of a clear majority and the lack of alignment between the legislature and the administration could result in deadlock and prevent the timely implementation of political and economic reforms, which in turn could have an adverse effect on Mexican economic policy. We cannot assure you that the current political situation or future developments in Mexico, over which we have no control, will not have an adverse effect on our business, financial condition or results of operations. Further, we cannot assure you that any newfederal government policies will not adversely affect our business, financial condition, or results of operations.

operations and prospects. We currently do not have and do not intend to obtain political risk insurance.

PoliticalPemex produces polyethylene and economic conditionscompetes in the same commercial market as we do. The Mexican government may intentionally interfere with us and government policiesour operations in various ways in order to limit our commercial competitiveness. According to Pemex’s public disclosure, its production of oil, natural gas and ethane, over which we have no control, has decreased in recent years, and no assurance can be given that there will not be a decrease in the delivery of ethane in the future.

Furthermore, our long-term supply agreement to purchase ethane from Pemex TRI, a state-owned Mexican entity, could be modified through regulatory means, terminated or jeopardized by them as a result of political pressure to not comply with the agreement, to change the terms of the agreement, expropriation measures, or change in laws regulations by the Mexican government. Any non-compliance, modification, termination or interruption of this supply agreement could have a material adverse effect on the results of our operations or our financial condition.

Elections in Mexico in 2024 may result in changes in the Mexican administration, governmental authorities and state-owned companies, which could result in changes in Mexico policy and regulations in a manner that increases or mitigates adverse effects on our businesses.

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In light of the allegations of undue payments related to the Ethylene XXI project, the former name of Braskem Idesa during the construction phase, which were originally published in the media in Mexico and elsewherewere included in the testimony by the former CEO of Pemex to the Office of the Attorney General of Mexico, Braskem S.A., together with Braskem Idesa, in compliance with the standards established by Braskem’s Global Compliance System Policy and Braskem Idesa’s governance guidelines, approved the hiring of an U.S. law firm with proven experience in similar cases to conduct an independent internal investigation of the allegations (the “Investigation”). The investigation was concluded in February 2022 and did not find evidence to support the allegations by the former CEO of Pemex regarding allegedly improper payments in connection with or otherwise related to the Ethylene XXI project.

Mexico has experienced adverse economic conditions, which may have a material impact on our operations.

A deterioration in Mexico’s economic condition, social instability, political unrest or other adverse social developments in Mexico could adversely affect our business and financial condition. These events could also lead to increased volatility in the financial markets, thereby affecting our ability to maintain financial liquidity and service our debt. Additionally, the Mexican government recently cut spending in response to a downward trend in international crude oil prices, and it may cut spending in the future. These cuts could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results and prospects.business.

In the past, Mexico has experienced several periods of slow or negative economic growth, high inflation, high interest rates, currency devaluation and other economic problems. These problems may worsen or reemerge, as applicable, in the future and could adversely affect our business and ability to service our debt. A worsening of international financial or economic conditions, such as a slowdown in growth or recessionary conditions in Mexico’s trading partners, including the United States, or the emergence of a new financial crisis, could have adverse effects on the Mexican economy, our financial condition and our ability to service our debt. Mexico has historically experienced uneven periods of economic growth. Mexican GDP increased by 2.2% in 2018, before two subsequent decreases by 0.1% and by 8.2% in 2019 and 2020, respectively, and then increasing by 5.0% in 2021, 3.1% in 2022 and is expected to increase 3.4% in 2023, according to the IMF. We cannot assure you that these estimates and forecasts will prove to be accurate. Any future economic downturn or uncertainty, including downturns in the United States could lead to fall in Mexican production markets or price levels, and it’s the same situation with Europe, Asia or anywhere else in the world, any change or variable affecting external markets could affect our financial condition and results of operations.

Furthermore,Decreases in the growth rate of the Mexican economy, periods of negative growth or reductions in disposable income may result in lower demand for our long-term supply agreementproducts. The Mexican government recently cut spending in response to purchase ethanean austerity, and it may further cut spending in the future. These cuts could adversely affect the Mexican economy and, consequently, our business, financial condition, operating results and prospects. In addition, there can be no assurance that the recent Mexican sovereign debt rating downgrades will not adversely affect our business, financial condition or results of operations.

Our revenues are subject to risk of loss from Pemex TRI, a state-owned Mexican company, could be terminated or jeopardized by them asunfavorable political and diplomatic developments, social instability, and changes in governmental policies, including expropriation, nationalization, international ownership legislation, interest-rate caps and tax policies. As a result, the actions of expropriationthe Mexican government concerning the economy and regulating certain industries could have a significant effect on Mexican private sector entities, including us, and on market conditions, prices and returns on Mexican securities, including our securities.

A renegotiation of commercial treaties or changes in foreign policy among Mexico, Canada and the United States may negatively affect our business, financial condition, results of operations and prospects.

In recent years, following entry into force of the United States-Mexico-Canada Agreement (the “USMCA”), economic conditions in Mexico have become increasingly correlated with economic conditions in the United States. Adverse economic conditions in the United States or other related events could have a significant adverse effect on the Mexican economy, which could adversely affect our business. Although the USMCA, which replaced the North American Free Trade Agreement (“NAFTA”) as the principal trade agreement between the U.S., Mexico and Canada, went into force in July 2020, its long-term impact on our operations remains uncertain.

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Elections this year in the United States may result in changes in the U.S. Administration, which could in turn result in changes in the U.S. trade policy in a manner that increases or mitigates adverse effects on our businesses. Increasing immigration policy tensions between the United States and Mexico may also negatively affect U.S. trade policy going forward. Policy changes or other measures could adversely affect imports and exports between Mexico and the U.S. and negatively impact the U.S., Mexican and other economies and the companies with whom we conduct business, which could materially adversely affect our business, financial condition, results of operations, cash flows and/or changeprospects.

The original term of the USMCA is effective for 16 years after the date of its entry into force, unless extended upon mutual agreement by the parties. Any determination to modify, withdraw or not extend the USMCA could adversely affect imports and exports between Mexico and the U.S. and negatively impact the U.S., Mexican and other economies and the companies with whom we conduct business, which could materially adversely affect our business, financial condition, results of operations, cash flows and/or prospects.

In July 2022, the U.S. and Canada requested dispute settlement consultations with Mexico under the USMCA, arguing potential discriminatory policies against U.S. and Canadian companies in favor of Mexico’s state-owned electrical utility (CFE) and state-owned oil and gas company (PEMEX). In October 2022, the three countries agreed to extend such period and in December 2022, they published a working outline to solve the pending issues and continue the consultations. If disagreements persist, the U.S. or Canada could request an independent dispute settlement panel under the USMCA. Such outcome and any retaliatory tariffs against Mexico could adversely affect our business, results of operations and financial condition.

Since 2003, exports of petrochemical products from Mexico to the United States have enjoyed a zero-tariff rate under NAFTA and now under the USMCA. Any action taken by the current or future U.S., Mexico or Canada administrations, including changes to or non-compliance with the USMCA requirements that would increase the tariff rate between the countries, could have a negative impact on the Mexican economy, such as reductions in the levels of remittances, reduced commercial activity or bilateral trade, or declining foreign direct investment in Mexico. In addition, increased or perceptions of increased economic protectionism in the United States and other countries could potentially lead to lower levels of trade and investment and economic growth, which could have a similarly negative impact on the Mexican economy. These economic and political consequences could adversely affect our business, results of operations and financial condition.

Political events in Mexico could affect the Mexican economic policy and our business, financial condition and results of operations.

In Mexico, political instability has been a determining factor that investors, in general, take into consideration when deciding on business investment. Political circumstances in Mexico may significantly affect Mexican economic policies, which could affect our operations. Significant changes in laws, public policies and/or regulations, byor the use of public referendums (consultas populares) could affect Mexico’s political and economic situation, which could, in turn, adversely affect our business. We cannot provide any assurances that political developments in Mexico, over which we have no control, will not have an adverse effect on our business, results of operations, financial condition and prospects.

We cannot assure you that changes in the Mexican government. Any terminationfederal government policies or interruptionregulations will not adversely affect our business, financial condition and results of this supply agreement couldoperations.

In general, changes that may be made to the existing legal framework, as well as the impact of new regulations, may result in increased costs to us or our customers and may require us to amend existing permits, secure additional permits to operate natural gas, ethane or render our services, or take additional measures to secure permits for our projects. Specifically, Mexican tax legislation is subject to continuous change, and we cannot assure you that the Mexican government will maintain existing political, social, economic or other policies or that such changes would not have a material adverse effect on our business, financial condition, results of operations and prospects.

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The administration of Mr. López Obrador has taken actions that have significantly undermined investor’s confidence in private ventures following the results of public referendums, such as the cancellation of public and private projects authorized by previous administrations, including the construction of the new Mexican airport, which immediately prompted the revision of Mexico’s sovereign rating from stable to negative and the cancellation of the construction of a brewing facility of “Constellation Brands” in Baja California, Mexico. Investors and credit rating agencies may be cautious about the president’s political party administration’s policies, which could contribute to a decrease in the Mexican economy’s resilience in the event of a global economic downturn. We cannot assure you that similar measures will not be taken in the future, which could have a negative effect on Mexico’s economy.

Additionally, President López Obrador has conducted and expressed his intentions to move forward with certain substantial changes in Mexico’s policies and laws, including various austerity measures, the cancellation of government trusts, amendments to the pension system and the national energy generation and distribution system, among others. Also, he has declared that he will seek government de-centralization, meaning that there could be important changes to the constitution, laws, policies and regulations, or a decrease or elimination of the independence of government agencies, which may change the economic and political situation of the country. We cannot predict if the new administration will implement substantial changes in law, policy and regulations pertaining to the petrochemical sector in Mexico, any of which could negatively affect our business, financial condition.condition, operations and prospects.

Measures adopted by the Mexican government with respect to the economy and productive state-owned companies could have a significant effect on the private sector companies in general, including the Company, as well as on Mexican market conditions, securities and commodities prices and the return on investment of certain Mexican securities issuers.

Developments in other countries could adversely affect the Mexican economy, our financial performance and the price of our shares.

The Mexican economy and the market value of Mexican companies may be affected to varying degrees affected by global economic and market conditions, globally,and the economic and market conditions in other emerging market countries and major trading partners, in particular the United States. In recent years, economic conditions in Mexico have become increasingly correlated with economic conditions in the United States as a result of the North American Free Trade Agreement, or NAFTA, increased economic activity between the two countries, and the remittance of funds from Mexican immigrants working in the United States to Mexican residents. Therefore, adverse economic conditions in the United States, the termination of, or modifications to, NAFTA or its successor agreement, USMCA, or other related events, including global trade disputes and instability, could have a significant adverse effect on the Mexican economy. We cannot assure you that events in other emerging market countries, in the United States or elsewhere will not adversely affect our financial performance.

Mexico has experienced a period of increasingincreased criminal activity, whichincluding violence associated with drug trafficking and organized crime, and such activities could adversely affect our operations.financing costs and exposure to our customers and counterparties.

InDuring recent years, Mexico has experienced a period of increasingincreased criminal activity and violence, primarily due to organized crime. This violence has taken place throughout Mexico, including the activitiesState of drug cartels and related criminal organizations. In addition,Veracruz, where our Mexico Complex is located. Despite the developmentefforts of the illicit market in fuels in Mexico has led to increases in theft and illegal trade in the fuels that Pemex TRI, our principal supplier in Mexico, produces. In response, the Mexican government has implemented variousto increase security measures and strengthenedby strengthening its military and police forces, aimed at decreasing incidentsdrug-related violence and crime continues to threaten the Mexican economy and the peace and security of theftcertain regions, resulting in economic and otherpolitical instability and uncertainty in Mexico. Systematic criminal activity directedand isolated criminal events could interrupt Braskem Idesa’s operations, affect its ability to generate revenue and increase the cost of its operations. Continued violence could result in the Mexican government adopting additional security measures, such as transport restrictions, prohibiting the transit of goods and people at petrochemical facilitiescertain times, and petrochemical products. Despitecross-border trade. We cannot assure you that these efforts, criminal activity continues to exist in Mexico, some of which may target our facilities and products, including thefts of our products while transported by truck or rail, or those of Pemex TRI and other suppliers. These activities, their possible escalation and the violence associated with them, mayover which we have no control, could have a negative impact on the business environment in which we operate, and therefore on our results of operations and financial condition.

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We may interpret certain provisions of our ethane supply agreement differently than our counterparty Pemex TRI.

Our Mexico Segment currently sources part of the ethane for the production of polyethylene at our Mexico Complex from Pemex TRI pursuant to the ESA and the Amended ESA. The ESA, including the Amended ESA, is a complex agreement and, for that reason, we may interpret certain of its provisions differently than Pemex TRI does. For example, if Pemex TRI fails to supply a determined percentage of the ethane contractually specified under the Amended ESA for six consecutive months, we will have the right to terminate the Amended ESA and require Pemex TRI to pay to the other parties involved in the project an amount equal to the termination value of the project (the value of which is determined pursuant to the ESA and takes into consideration, among other factors, the outstanding debt of the project and the amount invested in the project at such time). A difference of interpretation between us and Pemex TRI of certain provisions of the Amended ESA, including the termination provisions, could have an adverse effect on our results of operations and financial position. Further, under Mexican law any dispute regarding the interpretation of the Amended ESA shall be resolved by mediation and/or arbitration before International Chambers of Commerce.

We source part of our ethane feedstock from Pemex TRI in Mexico, which we expect to be our primary main source of ethane until the Ethane Import Terminal is operational.

We currently source part of our supply of ethane, which is the primary feedstock used in our polyethylene production process, from Pemex Transformación Industrial, or Pemex TRI, a state-owned Mexican entity, which is a subsidiary of Petróleos Mexicanos (“Pemex”), the state-owned Mexican oil and gas company. Pursuant to the Amended ESA, ethane prices negotiated under such an agreement are referenced to the Mont Belvieu purity ethane price, which is a U.S. dollar-based international reference price. As a result, in case one or more of the following events occurs, our production volumes, net revenue and profit margins would likely decrease, materially adversely affecting our overall financial performance:

·significant damage to Pemex TRI’s gas processing centers or to any of the pipelines connecting our complex to Pemex TRI’s facilities, whether as a consequence of an accident, natural disaster, fire or otherwise;
·any further decrease in the amount of ethane currently being delivered by Pemex TRI to our petrochemical complex;
·any dispute with Pemex TRI and Pemex Exploración y Producción (“Pemex PEP”), (which engages in exploration and production activities) related to the Amended ESA, including the non-recognition or non-payment of shortfall penalties and the decrease or failure to supply the contracted volume of ethane;
·any material default by us or by Pemex TRI to supply ethane in the contractually agreed volumes or qualities negotiated under the ESA;
·any repudiation or termination by Pemex TRI or by us of the Amended ESA, or any repudiation or termination by other Mexican state-owned companies of related supply (including those for the transportation of supplies) agreements, such as Cenagas (Centro Nacional de Control del Gas Natural); or
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·delays in the availability of ethane of acceptable quality, or our inability to obtain acceptable ethane in the quantities and quality that we need, or at all, or at reasonable prices.

As provided in the Amended ESA, any daily volume rejected by us must be purchased in installments in subsequent deliveries until the deficit has been resolved, and the same mechanics apply to Pemex TRI delivery obligations. If Pemex TRI delivers to us less than the volumes required under the ESA and fails to compensate for the shortfall in subsequent deliveries, it needs to pay compensation for shortfall penalties to us.

Furthermore, the Amended ESA could also be impacted by changes in laws and regulations, terminated or repudiated by Pemex TRI as a result of political pressure or be subject to expropriation or other adverse measures by the Mexican government or government entities. We may also renegotiate the terms of the Amended ESA, voluntarily or as a result of changes in laws and regulations, or otherwise.

The provisions for early termination by Pemex TRI under the Amended ESA include: (i) our failure to pay that continues for more than six months after notice; or (ii) an emergency stoppage in operations or force majeure event due to which our insurers consider the petrochemical complex to be a total loss, or after which we cannot or do not resume operations for 48 months.

Delays in the availability of ethane of acceptable quality, or our inability to obtain acceptable ethane in the quantities and quality that we need or at all, or at reasonable prices, have in the past and would in the future have a material adverse effect on our business, results of operations and financial condition.

We may be unable to operate the Mexican Complex at full capacity or at all if one or more of our sources of ethane is disrupted.

During 2023, our Mexican petrochemical complex had an operating rate of approximately 77% primarily due to the shortfall in ethane supplied under the ESA offset by imported ethane solution (“ Fast Track”). We diversified our sources of feedstock supply with the Fast-Track Solution, and we have increased our import capacity by adding additional discharge stations, both at the port and at our plant by the implementation of the Fast Track 3.0 and to be increased further with the Ethane Import Terminal start of operation by 2025. In addition, we cannot guarantee that we will be able to import ethane at current market prices, which could also adversely affect our business, results of operations and financial condition.

The performance of the Fast-Track Solution for the importation of ethane (including the construction of Fast Track 3.0) may involve significant risks and uncertainties, such as:

·failure to obtain or maintain requisite approvals and permits from the applicable regulators and governmental entities;
·failure of equipment involved with performance of Fast Track;
·failure or accidents related to trucks that transport ethane to the Mexican Complex;
·failure to achieve expected results;
·no long-term contracted supply for ethane that will cover needs of Mexican Complex, which exposes BI to volatility in ethane prices;
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·unanticipated liabilities; or
·failure of vessels to deliver cryogenic ethane at the port in the city of Coatzacoalcos.

The operation of existing facilities and any future projects we are able to complete involves many risks, including, among others, the potential for unforeseen design flaws, engineering challenges, equipment failures or trucks accidents or the breakdown for other reasons of the import facilities; labor disputes; fuel interruption; environmental contamination; and operating performance below expected levels. In addition, weather-related incidents and other natural disasters, pandemics, cyber or other attacks by third parties and other similar events can disrupt storage, transmission and distribution systems and have other impacts than those that we discuss in this section. The occurrence of any of these events could lead to our facilities being idle for an extended period of time or our facilities operating below expected capacity levels, which may result in lost revenues or increased expenses, including higher maintenance costs and penalties. Any such occurrence could materially adversely affect our businesses, financial condition, andcash flows, results of operations.

operations and/or prospects.

We depend on authorizations to import ethane for our production activities

On June 11, 2021, the Tax Administration Service amended the General Rules of Foreign Trade (Reglas Generales de Comercio Exterior) in connection with the authorizations to import or export products through places other than those authorized (Autorización para el despacho en lugar distinto al autorizado), in order to establish that said authorizations would only be granted to “productive” state-owned companies (empresas productivas del Estado) (i.e. PEMEX and CFE), regarding hydrocarbons, oil products, petrochemicals and biofuels, among others.

Our or our contractor’s impossibility, failure to obtain, renew or comply with any authorizations to import ethane may cause increased costs, delays or even suspension of our production activities and may impact our operations and have a material effect on our business, results of operations and financial condition.

The development of the Ethane Import Terminal may not be successful and may not commence operation as scheduled, be completed within budget or operate at expected levels, which could have a material adverse effect on our businesses, financial condition, cash flows, results of operations and/or prospects.

We continue to develop the Ethane Import Terminal. The development, construction and operation of this project involves numerous risks. We may be required to spend significant sums for permitting, fuel supply, infrastructure development, legal and other expenses.

If the Ethane Import Terminal is not completed: (i) we may have to impair or write off amounts that we have invested in the development of the Ethane Import Terminal and never receive any return on these preliminary investments; and (ii) could result in a material adverse effect to the operation of our Mexico Complex.

Success in developing the Ethane Import Terminal is contingent upon, among other things:

·our financial condition and cash flows and may be influenced by a number of external factors outside our control, including the global economy and global energy and financial markets;
·any dispute, material default or termination of the engineering, procurement and construction agreement (“TQPM EPC Agreement”), including its renegotiation may result in failures to meet specified deadlines with respect to the Ethane Import Terminal;
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·any dispute, material default, termination or failure under the Shareholder Agreement with Advario;
·timely receipt of required governmental permits, licenses and other authorizations, including any required authorizations to import and store ethane, that do not impose material conditions and are otherwise granted under terms we find reasonable, as well as maintenance of these authorizations;
·our contractors and other counterparties’ willingness and financial or other ability to fulfill their contractual commitments;
·timely, satisfactory and on-budget completion of construction, which could be negatively affected by engineering problems, adverse weather conditions or other natural disasters, pandemics, cyber or other attacks by third parties, work stoppages, equipment unavailability, contractor performance shortfalls and a variety of other factors;
·the existence of hidden defects or inherited environmental liabilities; or
·fast and cost-effective resolution of any litigation or unsettled property rights affecting the Ethane Import Terminal.

Any failures with respect to the above factors or other factors material to the Ethane Import Terminal could involve significant additional costs to us and otherwise materially adversely affect the successful completion of the Ethane Import Terminal. If we are unable to complete the Ethane Import Terminal, if we experience substantial delays, or if construction, financing or other project costs exceed our estimated budgets and we are required to make additional capital contributions, our businesses, financial condition, cash flows, results of operations and/or prospects could be materially adversely affected.

The Ethane Import Terminal is expected to be completed in 2024 and to reach full capacity in 2025, but there may be delays. We cannot guarantee that a delay in the start of operations at the Ethane Import Terminal will not cause a blacklash against us, whether by the Mexican government or other market participants. The overall investment expected to build such terminal is R$2,808 million (US$580 million) including VAT and financing costs, the expected investment without VAT and financing costs is R$2,159 million (US$ 446 million). In June 2022, Braskem Idesa announced the sale of 50% of TQPM’s stake to Advario, a global storage company, which was consummated on March 1, 2023.

Risks Relating to Our Equity and Debt Securities

All of the shares issued by Braskem and owned by NSP Inv. are secured for the benefit of certain secured creditors of the Novonor Group.

Pursuant to a shares fiduciary assignment agreement (alienação fiduciária em garantia) entered into by the Novonor Group and some non-bankruptcy creditors (credores extraconcursais) on November 27, 2013, as amended on May 13, 2016, July 19, 2016, April 24, 2017, May 23, 2018, March 29, 2019 and October 9, 2020, all ordinary and preferred shares issued by Braskem and held by NSP Inv. are secured for the benefit of certain secured creditors of the Novonor group in connection with certain financing agreements entered into by Novonor and certain of its subsidiaries. In the event that Novonor and certain of its subsidiaries default on such financing agreements, or if such financing agreements are accelerated and, as a result, or if creditors consolidate the ownership of the shares and dispose them (assuming that Petrobras does not exercise its preemptive rights to acquire such shares) we may be subject to a change of control following statutory, legal and procedural formalities required pursuant to our shareholders’ agreement. A change of control under these circumstances may adversely affect us.

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The foreclosure or sale of our shares held by NSP Inv. - whether in the Novonor Judicial Restructuring Proceedings or agreements entered into within the context of the Novonor Judicial Restructuring Proceedings may result in a change of our control. As we do not have the ability to consent to or otherwise influence or control the Novonor Judicial Restructuring Proceedings or the acquirer of the shares from any such disposal, we may be subject to a change in our corporate control in the foreseeable future.

Holders of our class A preferred shares or the ADSs may not receive any dividends or interest on shareholders’ equity.

According toAs permitted by Brazilian Corporate Law, ourby-laws and Brazilian corporate law, we must generally pay our shareholders at least specify that 25% of our annual net incomeAdjusted Net Income for each fiscal year must be distributed to shareholders as mandatory dividends, or interest on shareholders’ equity, as calculatedthe Mandatory Distribution of Dividends. Under our by-laws, our class A and adjusted under Brazilian GAAP (which, for this purpose, is identicalclass B preferred shareholders are entitled to IFRS). This adjusted net incomean annual non-cumulative preferential dividend, or the Minimum Preferred Dividend, equal to 6% of their pro rata share of our capital before dividends may be capitalized, usedpaid to absorb losses or otherwise retained as allowed under Brazilian GAAP and may not be available to be paid as dividends or interest on shareholders’ equity.our common shareholders. The Brazilian CorporationCorporate Law allows a publicly traded company like ours to suspendnot distribute the mandatory distributionMandatory Distribution of dividendsDividends in any particular year if our board of directors informs our shareholdersin connection with an annual shareholders’ meeting that such distributions would be inadvisable in view ofincompatible with our financial condition, or cash availability. Holdersprovided that such suspension does not affect the Minimum Preferred Dividend, which is still payable to the holders of preferred shares. However, the shareholders, including the holders of our class A preferred shares or the ADSs, may not receive any dividends or interest on shareholders’ equity in any given year if we do not record a profit. The non-payment of dividends may frustrate expectations of cash return on the part of our boardinvestors and may lead to a loss in the value of directors makes such a determinationour shares in the market.

In addition, the income tax exemption on the dividends distribution and the taxation currently levied on the payment of interest on equity provided for in current legislation may be revised through tax reforms carried out by the Brazilian government, and both dividends received and distributed by the Company may become taxed or, if our operations failin the case of interest on equity, have its taxation increased in the future, reducing the net amount to generate net income.be paid to shareholders, which may have an adverse effect on the price of the securities we issue.

Our class A preferred shares and the ADSs have limited voting rights and are not entitled to vote to approve corporate transactions, including mergers or consolidations of our companyCompany with other companies, or the declaration of dividends.

Under the Brazilian CorporationCorporate Law and ourby-laws, holders of our class A preferred shares and, consequently, the ADSs underlying these shares are not entitled to vote at meetings of our shareholders, except in very limited circumstances. These limited circumstances directly relate to key rights of the holders of class A preferred shares, such as modifying basic terms of our class A preferred shares or creating a new class of preferred shares with superior rights. Holders of preferred shares without voting rights are entitled to elect one member and his or her respective alternate to our board of directors and our fiscal council, depending on specific circumstancesrequirements provided in the Brazilian CorporationCorporate Law. Holders of our class A preferred shares and the ADSs are not entitled to vote to approve corporate transactions, including mergers or consolidations of our companyCompany with other companies, or the declaration of dividends. However, if we do not pay dividends for three consecutive years, holders of our class A preferred shares and the ADSs will be granted voting rights. See “Item 10. Additional Information—Description of Our Company’sBy-laws—Voting Rights.”

Holders of the ADSs may find it difficult to exercise even their limited voting rights at our shareholders’ meetings.

Under Brazilian law,Corporate Law, only shareholders registered as such in our corporate books may attend our shareholders’ meetings. All class A preferred shares underlying the ADSs are registered in the name of the depositary. ADS holders may exercise the limited voting rights with respect to our class A preferred shares represented by the ADSs only in accordance with the deposit agreement relating to the ADSs, which provides that voting rights are only available to ADS holders at our discretion. There are practical limitations upon the ability of ADS holders to exercise their voting rights due to the additional steps involved in communicating with ADS holders. For example, we are required to publish a notice of our shareholders’ meetings in certain newspapers in Brazil. To the extent that holders of our class A preferred shares are entitled to vote at a shareholders’ meeting, they will be able to exercise their voting rights by attending the meeting in person, or voting by proxy.proxy or by remote voting, if applicable. By contrast, holders of the ADSs will receive notice of a shareholders’ meeting by mail from the depositary following our notice to the ADRADS depository requesting the ADRADS depository to do so. To exercise their voting rights, ADS holders must instruct the depositary on a timely basis. This noticed voting process will take longer for ADS holders than for holders of class A preferred shares. If it fails to receive timely voting instructions for all or part of the ADSs, the depositary will assume that the holders of those ADSs are instructing it to give a discretionary proxy to a person designated by us to vote their ADSs, except in limited circumstances.

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In the limited circumstances in which holders of the ADSs have voting rights, they may not receive the voting materials in time to instruct the depositary to vote the class A preferred shares underlying their ADSs. In addition, the depositary and its agents are not responsible for failing to carry out the voting instructions of the holders of the ADSs or for the manner of carrying out those voting instructions. Accordingly, holders of the ADSs may not be able to exercise their voting rights, and they will have no recourse if the class A preferred shares underlying their ADSs are not voted as requested.

If holders of the ADSs exchange them for class A preferred shares, they may risk temporarily losing, or being limited in, the ability to remit foreign currency abroad and certain Brazilian tax advantages.

The Brazilian custodian for the preferred shares underlying the ADSs must obtain an electronic registration number with the Central Bank to allow the depositary to remit U.S. dollars abroad. ADS holders benefit from the electronic certificate of foreign capital registration from the Central Bank obtained by the custodian for the depositary, which permits it to convert dividends and other distributions with respect to the class A preferred shares into U.S. dollars and remit the proceeds of such conversion abroad. If holders of the ADSs decide to exchange them for the underlying preferred shares, they will only be entitled to rely on the custodian’s certificate of registration with the Central Bank for five business days after the date of the exchange. Thereafter, they will be unable to remit U.S. dollars abroad unless they obtain a new electronic certificate of foreign capital registration in connection with the preferred shares, which may result in expenses and may cause delays in receiving distributions. See “Item 10. Additional Information—Exchange Controls.”

Also, if holders of the ADSs that exchange the ADSs for our Class A preferred shares do not qualify under the foreign investment regulations, they will generally be subject to less favorable tax treatment of dividends and distribution on, and the proceeds from any sale of, our preferred shares. See “Item 10. Additional information—Exchange Controls” and “Item 10. Additional Information—Taxation—Brazilian Tax Considerations.”

Restrictions on the movement of capital out of Brazil may impair the ability of holders of our shares, ADSs and debt securities to receive payments on their respective obligations or guarantees and may restrict our ability to make payments in U.S. dollars.

In the past, the Brazilian economy has experienced balance of payment deficits and shortages in foreign exchange reserves, and the government has responded by restricting the ability of Brazilian or foreign persons or entities to convertreais into foreign currencies. The government may institute a restrictive exchange control policy in the future. Any restrictive exchange control policy could prevent or restrict our access to U.S. dollars, and consequently our ability to meet our U.S. dollar obligations under our shares, ADSs and the guarantees we granted pursuant to our outstanding senior notes,debt securities and could also have a material adverse effect on our business, financial condition and results of operations. We cannot predict the impact of any such measures on the Brazilian economy.

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The foreign exchange policy of Brazil may affect the ability of Braskem to make money remittances outside Brazil in respect of our equity securities or debt securities.

Under current Brazilian regulations, Brazilian companies are not required to obtain authorization from the Central Bank in order to make payments under guarantees in favor of foreign persons, such as the holders of our shares, ADSs or theour outstanding senior notes.debt securities. We cannot assure you that these regulations will continue to be in force in the event that Braskem is required to perform its payment obligations under its shares, ADSs or the guarantees under our outstanding senior notes.debt securities. If these regulations or their interpretation are modified and an authorization from the Central Bank is required, Braskem would need to seek an authorization from the Central Bank to transfer the amounts under such obligations out of Brazil or, alternatively, make such payments with funds held by Braskem outside Brazil. We cannot assure you that such an authorization will be obtained or that such funds will be available. If such authorization is not obtained, we may be unable to make payments to holders of our shares, ADSs and/or the applicable senior notesdebt securities in U.S. dollars.foreign currency. If we are unable to obtain the required approvals, if needed for the payment of amounts owed by Braskem through remittances from Brazil, we may have to seek other lawful mechanisms to effect payment of amounts due under the shares, ADSs or the senior notes.debt securities. However, we cannot assure you that other remittance mechanisms will be available in the future, and even if they are available in the future, we cannot assure you that payment on the outstanding senior notesdebt securities would be possible through such mechanism.

Holders of the ADSs may face difficulties in protecting their interests because we are subject to different corporate rules and regulations as a Brazilian company and our shareholders may have fewer and less well-defined rights.rights than under the laws of other jurisdictions, including in a jurisdiction in the Unites States.

Holders of the ADSs are not our direct shareholders of our company and are unable to enforce the rights of shareholders under ourby-laws and the Brazilian CorporationCorporate Law.

Our corporate affairs are governed by ourby-laws and the Brazilian CorporationCorporate Law, which differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States, such as the State of Delaware or New York, or elsewhere outside Brazil. Even if a holder of ADSs surrenders its ADSs and becomes a direct shareholder, its rights as a holder of the class A preferred shares underlying the ADSs under the Brazilian CorporationCorporate Law to protect its interests relative to actions by our board of directors may be fewer and less well-defined than under the laws of those other jurisdictions.

Although insider trading and price manipulation are crimes under Brazilian law and are the subject of continuously evolving regulations promulgated by the Brazilian Securities Commission, or the CVM, the Brazilian securities markets are not as highly regulated and supervised as the U.S. securities markets or the markets in some other jurisdictions. In addition, rules and policies against self-dealing or for preserving shareholder interests may be less well-defined and enforced in Brazil than in the United States and certain other countries, which may put holders of our class A preferred shares and the ADSs at a potential disadvantage.disadvantage when compared to holders of shares of companies incorporated in other jurisdictions. Corporate disclosures also may be less complete or informative than for a public company in the United States or in certain other countries.

Holders of the ADSs may face difficulties in serving process on or enforcing judgments against us and other persons.

We are a corporation (sociedade por ações) organized under the laws of Brazil, and all of our directors and executive officers and our independent public accountants reside or are based in Brazil. Most of our assets and those of these other persons are located in Brazil. As a result, it may not be possible for holders of the ADSs to effect service of process upon us or these other persons within the United States or other jurisdictions outside Brazil or to enforce against us or these other persons judgments obtained in the United States or other jurisdictions outside Brazil. In addition, because a substantial portion of our assets, and all of our directors and officers reside outside the United States, any judgment obtained in the United States against us or any of our directors or officers may not be collectible within the United States. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may only be enforced in Brazil if certain conditions are met, holders may face greater difficulties in protecting their interests in the case of actions by us or our directors or executive officers than would shareholders of a U.S. corporation.

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Judgments of Brazilian courts enforcing Braskem’s obligations under our equity securities, debt securities or therelated guarantees would be payable only in reais.

If proceedings are brought in the courts of Brazil seeking to enforce our obligations under our shares,equity securities, ADSs, the guarantees under our outstanding senior notesdebt securities or our other indebtedness, we would not be required to discharge our obligations in a currency other thanreais. Any judgment obtained against us in Brazilian courts in respect of any payment obligations under such shares,equity securities, ADSs, guarantees or other indebtedness would be expressed in reais.reais. We cannot assure you that this amount inreais will afford the holders of the shares, ADSs, senior notes or our other indebtedness full compensation of the amount sought in any such litigation.

Actual or anticipated sales of a substantial number of class A preferred shares could decrease the market prices of our class A preferred shares and the ADSs.

Sales of a substantial number of our class A preferred shares could negatively affect the market prices of our class A preferred shares and the ADSs. If substantial sales of shares are made through the securities markets by our controlling shareholdersshareholder or other class A preferred shares, the market price of our class A preferred shares and, by extension, the ADSs may decrease significantly. As a result, holders of the ADSs may not be able to sell the ADSs at or above the price they paid for them.

Holders of the ADSs or class A preferred shares in the United States may not be entitled to the same preemptive rights as Brazilian shareholders have, pursuant to Brazilian legislation, in the subscription of shares resulting from capital increases made by us.

Under Brazilian law, if we issue new shares in exchange for cash or assets as part of a capital increase, subject to certain exceptions, we must grant our shareholders preemptive rights at the time of the subscription of shares, corresponding to their respective interest in our share capital, allowing them to maintain their existing shareholding

percentage. We may not legally be permitted to allow holders of ADSs or class A preferred shares in the United States to exercise any preemptive rights in any future capital increase unless (1) we file a registration statement for an offering of shares resulting from the capital increase with the U.S. Securities and Exchange Commission, or the SEC, or (2) the offering of shares resulting from the capital increase qualifies for an exemption from the registration requirements of the U.S. Securities Act.Act of 1933, as amended (the “Securities Act”). At the time of any future capital increase, we will evaluate the costs and potential liabilities associated with filing a registration statement for an offering of shares with the SEC and any other factors that we consider important in determining whether to file such a registration statement. We cannot assure the holders of the ADSs or class A preferred shares in the United States that we will file a registration statement with the SEC to allow them to participate in any of our capital increases. As a result, the equity interest of such holders in our companyinto us may be diluted.

Brazilian tax laws may have an adverse impact on the taxes applicable to the disposition of our ADSs and preferred shares.

According to Law No. 10,833, enacted onof December 29, 2003, if a nonresident of Brazil disposes of assets located in Brazil, the transaction will be subject to taxation in Brazil, even if such disposition occurs outside Brazil or if such disposition is made to another nonresident. Dispositions of our ADSs between nonresidents, however, are currently not subject to taxation in Brazil. Nevertheless, in the event that the concept of “disposition of assets” is interpreted to include the disposition between nonresidents of assets located outside Brazil, this tax law could result in the imposition of withholding taxes in the event of a disposition of our ADSs made between nonresidents of Brazil. Due to the fact that asgeneral and broad scope of the date of this annual report Law No. 10,833/2003, has noand the absence of judicial guidance as to its application,precedent, we are unable to predict whether an interpretation applying such tax laws to dispositions of our ADSs between nonresidents could ultimately prevail in Brazilian courts. See “Item 10. Additional Information—Taxation—Brazilian Tax Considerations.”

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The relative volatility and liquidity of the Brazilian securities markets may adversely affect holders of our class A preferred shares and the ADSs.

The Brazilian securities markets are substantially smaller, less liquid and more volatile than major securities markets in the United States and other jurisdictions and may be regulated differently from the manner in which U.S. investors are accustomed. Factors that may specifically affect the Brazilian equity markets may limit the ability of holders of the ADSs to sell class A preferred shares underlying ADSs at a price and at a time when they wish to do so and, as a result, could negatively impact the market price of the ADSs themselves.

Economic developments and investor perceptions of risk in other countries, including both in developed or emerging market economies, may adversely affect the trading price of Brazilian securities, including our common shares and ADSs, as well as any outstanding debt securities.

The market value of securities of Brazilian issuers is affected in varying degrees by economic and market conditions in other countries, including in developed countries, such as the United States and certain European countries, and in emerging market countries. Although economic conditions in such countries may differ significantly from economic conditions in Brazil, the reaction of investors to developments in these other countries may have an adverse effect on the market value of securities of Brazilian issuers. The price of shares traded in the Brazilian capital markets, for instance,example, has been historically subject to fluctuation of interest rates in the United States and the variation in the main U.S. stock exchanges. Moreover, crisesIn addition, crisis in other emerging countries may diminish investor interest in securities of Brazilian issuers, including our common shares and ADSs and our debt securities. This could adversely affect the market price of our common shares, ADSs and outstanding debt securities and could also make it more difficult for us to access capital markets, affecting our ability to finance our operations on acceptable terms.

Recently, heightened volatility in the Brazilian market was due to, among other factors, uncertainties regarding adjustments to the implication of U.S. elections, U.S. monetary policy, theso-called BREXIT and their consequences on international financial markets, increased aversion to risk in emerging countries, and uncertainties regarding macroeconomic and political conditions. On January 20, 2017, Donald Trump became the President of the United States. We have no control over and cannot predict the effects of Donald Trump’s administration or policies. In addition, we are exposed to disruption and volatility of global financial markets due to their effects on the economic and financial environment, particularly in Brazil, such as economic downturn, increased unemployment rate, decreased purchasing power of consumers and unavailability of credit.

In addition, the market value of securities of Brazilian issuers, including our shares and ADSs and our debt securities.

These disruptions or volatility in global financial markets may increase even further the negative effects on the Brazilian economic and financial environment, adversely affecting us.

Our level of indebtedness could adversely affect our ability to raise additional capital to fund our operations, limit the ability to react to changes in the economy or our industry and prevent us from meeting our obligations under our financing agreements.

Our level of indebtedness and our leverage, together with changes to our ratings and those of our debt securities by the main credit rating agencies, could have certain material consequences to us, including the following:

·limit our ability to obtain additional financing for working capital, additions to fixed assets, product development, debt service requirements, acquisitions and general corporate or other purposes;
·limit our ability to pay dividends;
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·a portion of our cash flows from operations must be set aside for the payment of interest on existing indebtedness and is therefore not available for other purposes, including for operations, additions to fixed assets and future business and investments opportunities;
·limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt;
·we may become vulnerable in a downturn in general economic conditions; and
·we may be required to adjust the level of funds available for additions to fixed assets.

As a result of the factors listed above, our financial condition and results of operations may be adversely affected.

Any downgrade in the ratings of Brazil, our Company or our debt securities would likely result in increased interest and other financial expenses related to our borrowings and debt securities and could reduce our liquidity.

Currently, Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., or Standard & Poor’s, and Fitch Ratings Ltd., or Fitch, maintain our ratings on a global and national basis. On a global basis, we maintain ratings at: (i) Standard & Poor’s of BBB- with a negative outlook and (ii) Fitch Ratings downgraded us to BB+ with negative outlook in December 2023. Our ratings are higher than the Brazilian sovereign rating by all these three main rating agencies. On a national basis, we maintain investment grade rating at: (i) Standard & Poors of brAAA with a stable outlook and (ii) Fitch Ratings of AAA(bra) with a negative rating outlook.

On December, 12 2023, we decided to cancel the corporate credit rating on a global scale issued by the Moody’s Investors Service, Inc., or Moody’s. Our credit rating is sensitive to any change in the Brazilian sovereign credit rating. The credit rating of the Brazilian federal government was upgraded in July 2023 by Fitch, and December 2023 by S&P.

In 2020, the COVID-19 pandemic significantly impacted economic activity and markets around the world, and its severity, magnitude and duration are highly uncertain, rapidly changing and difficult to predict. Actual and potential impacts of the COVID-19 pandemic on the global economy, the economies of certain countries and certain companies has led ratings agencies to review and downgrade the credit ratings of sovereigns and issuers of securities around the world. In May 2020, Fitch Ratings revised the outlook of the Brazilian sovereign credit rating to negative from stable. In November 2020, Fitch Ratings affirmed the negative outlook and later in December 2021, Fitch Ratings reaffirmed Brazil’s rating of BB- maintaining the same outlook.

Any decision by these rating agencies to downgrade the Brazilian sovereign credit rating, our ratings and the ratings of our debt securities in the future would likely result in higher interest rates and other financial expenses related to the loans and debt securities, and the inclusion of financial covenants in the agreements regulating such new debts, which may significantly reduce our ability to raise funds under satisfactory conditions or in the amounts necessary to ensure our liquidity, as well as force us to issue cash collateral as a result of our covenants, or letters of credit to back collaterals given by us.

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Because Braskem Netherlands Finance Limited hasB.V. and Braskem America Finance Company have no operations of itstheir own, holders of our outstanding senior notesdebt securities issued by Braskem Netherlands Finance Limited mustB.V. or Braskem America Finance Company depend on Braskem to provide Braskem Netherlands Finance LimitedB.V., respectively, with sufficient funds to make payments on these notesdebt securities when they become due.

Braskem Netherlands Finance Limited, aB.V., or Braskem Netherlands Finance, an indirect wholly-owned subsidiary of Braskem incorporated inunder the Cayman Islands, haslaws of The Netherlands, and Braskem America Finance Company, a direct wholly-owned subsidiary of Braskem America, and an indirect wholly-owned subsidiary of Braskem, incorporated under the laws of the State of Delaware, have no operations of their own other than the issuing and making of payments on its senior notestheir respective debt securities and other indebtedness, ranking equally with these senior notes, and using the proceeds therefrom as permitted by the documentsagreements governing these issuances, including lending the net proceeds of the senior notesdebt securities and other indebtedness incurred by Braskem Netherlands Finance Limitedand Braskem America Finance Company to Braskem and subsidiaries of Braskem. Accordingly, the ability of Braskem Netherlands Finance Limitedand Braskem America Finance Company to pay principal, interest and other amounts due on the outstanding senior notesdebt securities issued by it and other indebtedness will depend uponon our financial condition and results of operations and those of our subsidiaries that are creditorsdebtors of Braskem Netherlands Finance Limited.or Braskem America Finance Company, respectively. In the event of an adverse change in our financial condition or results of operations andor those of our subsidiaries that are creditorsdebtors of Braskem Netherlands Finance Limited,or Braskem America Finance Company, these entities may be unable to service their indebtedness to Braskem Netherlands Finance Limited,or Braskem America Finance Company, as the case may be, which would result in the failure of Braskem Netherlands Finance Limitedor Braskem America Finance Company, as the case may be, to have sufficient funds to repay all amounts due on or with respect to the respective outstanding senior notes.debt securities.

Payments on Braskem’s guarantees will beare junior to Braskem’s secured debt obligations and effectively junior to the debt obligations of Braskem’s subsidiaries and jointly controlled companies.

The outstanding senior notesdebt securities are fully guaranteed by Braskem on an unsecured basis.Braskem. The Braskem guarantees will constitute senior unsecured obligations of Braskem. The guarantees will rank equal in right of payment with all of Braskem’s other existing and future senior unsecured indebtedness. Although the guarantees will provide the holders of the senior notesdebt securities with a direct but unsecured claim on Braskem’s assets and property, payment on the guarantees will beis subordinated to the secured debt of Braskem to the extent of the assets and property securing such debt.

Upon any liquidation or reorganization of Braskem, any right of the holders of the notes,debt securities, through enforcement of Braskem’s guarantees (i) to participate in the assets of Braskem, including the capital stock of its subsidiaries and jointly controlled entities, will be subject to the prior claims of Braskem’s secured creditors, and (ii) to participate in the assets of Braskem’s subsidiaries and jointly controlled entities and will be subject to the prior claims of the creditors of such subsidiaries and jointly controlled entities. The indentures relating to the outstanding senior notesdebt securities include a covenant limiting the ability of Braskem and its subsidiaries to create or suffer to exist liens, although this limitation is subject to significant exceptions.

The construction of our Mexico Complex was financed under a project finance structure, in which the construction loan must be repaid using exclusively the cash generated by Braskem Idesa, with shareholders pledging limited guarantees. Braskem Idesa’s financings have no recourse against us. Its financing structure includes guarantees, typical for this type of deal, such as assets, receivables, cash generation, and other rights of Braskem Idesa.In October 2021, Braskem Idesa issued sustainability-linked debt securities in the aggregate amount of US$1.2 billion, maturing in ten years. The coupon of 7.0% can be increased by up to 37.5 basis points in case of non-compliance with the sustainability target. The proceeds obtained from the sale of the bonds, plus a credit line of US$150 million, were used to pay off the Project Finance signed in 2012.

On November 1, 2023, Braskem Idesa S.A.P.I. (“Braskem Idesa”), an indirect subsidiary of Braskem, concluded through its subsidiary Terminal Química Puerto México (“TQPM”), a company formed in partnership with Advario, the process to obtain the financing of R$1,975 (US$408) million for the construction of the ethane import terminal in Mexico. The construction of the import terminal of Terminal Química Puerto Mexico, or TQPM, is financed under a syndicated project finance loan structure, issued by TQPM with the support of both shareholders, Braskem Idesa and Advario, with a 5-year term deal and with usual guarantees for transactions of this nature, in which the construction loan must be repaid using exclusively the cash generated by its operations with shareholders pledging limited guarantees. Accordingly, this financing structure includes guarantees typical to transactions of this kind, such as assets, receivables, cash generation, and other rights of TQPM.

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As of December 31, 2016,2023, Braskem had (1) consolidated corporate debt, net of transaction costs, of R$23,331.142,236 million (US$7,158.78,724 million), and (2) consolidated Braskem Idesa debt related to our Mexico Complex (including TQPM) of R$10,437.811,250 million (US$3,202.72,324 million). Of the consolidated corporate debt, R$4,403.5 million (US$1,351.1 million) was unsecured debt of Braskem S.A., R$2,867.1 million (US$879.7 million) was secured debt of Braskem S.A., R$16,060.5 million (US$4,927.9 million) was debt of Braskem’s subsidiaries and special purpose entities (other than Braskem Idesa S.A.P.I.). The Braskem Idesa Working Capital Facility in the aggregate amount of R$302.6 million (US$92.8 million) outstanding as of December 31, 2016 was secured by Braskem S.A.,.

Braskem conducts a portion of its business operations through subsidiaries and jointly controlled companies. In servicing payments to be made on its guarantees of the outstanding senior notes,debt securities, Braskem may rely, in part, on cash flows from its subsidiaries and jointly controlled companies, mainly in the form of dividend payments and interest on shareholders’ equity.payments. The ability of these subsidiaries and jointly controlled entities to make dividend payments to Braskem will be affected by, among other factors, the obligations of these entities to their creditors, requirements of Brazilian corporate and other law,laws, and restrictions contained in agreements entered into by or relating to these entities. In the event that these subsidiaries and jointly controlled entities failare unable to make dividend payments to Braskem due to insufficient cash flows, Braskem may be required to utilize its own cash flowflows to service paymentspayments. Further, if these subsidiaries and jointly controlled entities are unable to pay their debt, they may become subject to bankruptcy or insolvency proceedings. Any bankruptcy or insolvency proceedings of these subsidiaries and jointly controlled entities may have an adverse effect on its outstanding senior notes.

our financial condition and results of operations.

Braskem’s obligations under the guarantees underof the outstanding senior notesdebt securities are subordinated to certain statutory preferences.

Under Brazilian law, Braskem’s obligations under the guarantees underof the outstanding senior notesdebt securities are subordinated to certain statutory preferences. In the event of a liquidation, bankruptcy, or judicial reorganizationrestructuring of Braskem, such statutory preferences, including post-petition claims, claims for salaries, wages, social security, taxes and court fees, and expenses and claims secured by collateral, among others, will have preference over any other claims, including claims by any investor in respect of the guarantees. In such event, enforcement of the guarantees may be unsuccessful, and holders of the outstanding senior notesdebt securities may be unable to collect amounts that they are due under the outstanding senior notes.debt securities.

Brazilian bankruptcyinsolvency laws may be less favorable to holders of our shares, ADSs, and outstanding senior notesdebt securities than bankruptcy and insolvency laws in other jurisdictions.

If we are unable to pay our indebtedness, including our obligations under the shares, ADSs, and guarantees under the outstanding senior notes,debt securities, then we may become subject to bankruptcyinsolvency proceedings in Brazil.

The Brazilian insolvency laws currently in effect allow Brazilian companies in a situation of insolvency to be the target of bankruptcy requests by creditors and/or to initiate legal measures aiming to resolve their debts, thus maintaining their activities, preserving value and promoting their social purpose. In cases of bankruptcy decree, payments of the debts must be made in accordance with a legal order provided for by law. In cases of judicial reorganization or a request for ratification of an extrajudicial recovery plan, payments of debts subject to such procedures would be made in accordance with the provisions of the judicial or extrajudicial recovery plan.

The insolvency laws of Brazil currently in effect are significantly different from, and may be less favorable to creditors than, those of certain other jurisdictions. For example, holders of our outstanding debt securities may have limited voting rights at creditors’ meetings in the context of a court reorganization proceeding. In addition, any judgment obtained against us in Brazilian courts in respect of any payment obligations under the guarantees normally would be expressed in thereal equivalent of the U.S. dollar amount of such sum at the exchange rate in effect (1) on the date of actual payment, (2) on the date on which such judgment is rendered, or (3) on the date on which collection or enforcement proceedings are started against us. Consequently, in the event of our bankruptcy, all of our debt obligations that are denominated in foreign currency, including the guarantees, will be converted intoreais at the prevailing exchange rate on the date of declaration of our bankruptcy by the court. We cannot assure you that such a rate of exchange will afford full compensation of the amount invested in our outstanding debt securities plus accrued interest.

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ITEM 4. INFORMATION ON THE COMPANY

According to IHS weWe are a corporation (sociedade por ações) organized under the laws of Brazil. Our registered office is at Rua Eteno, 1561, Pólo Petroquímico, Camaçari, Bahia, postal code 42810-000, Brazil, and our telephone number at this address is +55 71 3413-2102. Our head office is at Rua Lemos Monteiro, 120 – 24ºfloor, Butantã, São Paulo, SP, postal code 05501-050, Brazil, and our telephone number at this address is +55 11 3576-9000.

We are the largest producer of thermoplastic resinsplastics in the Americas, based on the annual production capacity of our 29 plants according to CMA. We operate in the first and second generations of the petrochemical industry, with integrated operations in Brazil six plants in the United States, two plants in Germany and four plants in Mexico as of December 31, 2016. We are the only producer of ethylene, polyethylene and polypropylene in Brazil. We produce a diversified portfolio of petrochemical and thermoplastic products and have a strategic focus on thermoplastic resins, including polyethylene, polypropylene and PVC. We are also the ninth largest Brazilian company, based on net revenue in 2016, according to the magazineRevista Exame – Maiores e Melhores.We recorded net sales revenue of R$47,664.0 million and a net loss of R$729.2 million during the year ended December 31, 2016.

As of December 31, 2016, our business operations were organized into five business units, which corresponded to our principal production processes, products and services. Our business units were as follows:

our Basic Petrochemicals Unit, which includes our production and sale of basic petrochemicals at the petrochemical complex located in Camaçari in the State of Bahia, or the Northeastern Complex, the petrochemical complex located in Triunfo in the State of Rio Grande do Sul, or the Southern Complex, the petrochemical complex located in Capuava in the State of São Paulo, or the São Paulo Complex and the petrochemical complex located in Duque de Caxias in the State of Rio de Janeiro, or the Rio de Janeiro Complex, and our supply of electricity produced at these complexes to second generation producers, including producers owned or controlled by us. This segment accounted for net sales revenue of R$25,062.6 million, or 42.6% of our consolidated net sales revenue of all reportable segments, including net sales to our other business units;

our Polyolefins Unit, which includes the production and sale of polyethylene, including the production of “green polyethylene” from renewable resources, and polypropylene produced by our company in Brazil. This segment accounted for net sales revenue of R$20,307.4 million, or 34.5% of our consolidated net sales revenue of all reportable segments, including net sales to our other business units;

our USA and Europe Unit, which includes our production, operations and sale of polypropylene inMexico. In the United States and Germany. This segment accountedEurope, our operations are directly supplied with raw material for net sales revenuethe second generation by non-integrated suppliers. Through renewable, non-renewable and recycled raw materials, we offer a broad portfolio of R$8,896.1 million, or 15.1% of our consolidated net sales revenue of all reportable segments, including net sales to our other business units;

our Mexico Unit, which includes our production, operationschemicals and sale of ethylene, HDPE and LDPE in Mexico. This segment accounted for net sales revenue of R$1,586.9 million, or 2.7% of our consolidated net sales revenue of all reportable segments, including net sales to our other business units;

our Vinyls Unit, which includes our production and sale of PVC and caustic soda. This segment accounted for net sales revenue of R$3,016.4 million, or 5.1% of our consolidated net sales revenue of all reportable segments, including net sales to our other business units;

Approximately 43.4%, 48.9% and 48.0% of our net sales revenue in 2014, 2015 and 2016, respectively, was derived from our Brazilian operations, and 56.6%, 51.1% and 52.0% of our net sales revenue in 2014, 2015 and 2016 was derived from our international operations (including exports from Brazil). We expect this process of internationalization to continue, especially with the ramp up of our Mexican operations.

Strategy of Our Company

Our strategic objective is to satisfyplastics transformed by our customers in more than 70 countries into applications such as food packaging, household furniture, industrial and automotive components, paints and coatings, among others.

We believe that the transition of plastics value chain and chemical production from fossil raw materials to sustainable renewable sources represents one of the key opportunities for growth and sustainability in the global chemical industry. We are the global leader in green PE production, according to CMA, and benefit from our proximity to Brazil, which is one of the largest renewable energy producers in the world.

Our History

In July 2001, in partnership with the Mariani Group, Novonor (formerly called Odebrecht S.A.) acquired a controlling interest in Copene (Camaçari Petrochemical Complex) in the state of Bahia. In August 2002, with the merger of Copene with five other companies, Braskem was created.

Between 2006 and 2010, we invested in the consolidation of the petrochemical industry in Brazil and the Americas, while maximizing return on the capital invested by shareholders.

The key elementsBrazil. Two relevant steps in this stage of our strategy include:

Differentiation of Our Business. We recognize the cyclical nature of the markets for our petrochemical products and believe that, by focusing on relationships with our local customers, we can foster customer loyalty even during periods of lower demand. For instance, we offer our local customers more flexible delivery options and credit terms than importers, which typically offer deliveries only through port facilities financed through letters of credit. Our growth strategy is centered on increasing the consumption of our products, enabling customers to substitutenon-plastic materials with thermoplastic resins. We are seeking to establish close, long-term relationships with our customers and are committed to providing technological support and solutions to our customers, through our research and/or development centers, which include the following: (1) Innovation and Technology Centergrowth were conducted in Triunfo, Rio Grande do Sul, Brazil; (2) Innovation and Technology Center in Pittsburgh, Pennsylvania, United States; (3) Renewable Chemicals Research Center in Campinas, São Paulo, Brazil; (4) Process Technology Development Center in Mauá, São Paulo, Brazil; (5) European Technical Center in Wessling, Bavaria, Germany; and (6) Mexican Technical Center in Nanchital, Vera Cruz, Mexico, which develop processes, products and applications for many industrial sectors and which, as of December 31, 2016, collectively had 302 employees.

In addition, in order to maintain our leadership position in the industry, we intend to improve the productivity and competitiveness of our current operations, maintain high standards of safety indicators and ensure maximum operational performance in terms of reliability, production optimization, cost reduction opportunities, investment discipline and improvements in our industrial processes.

Acquisition of Feedstocks at Competitive Prices and Diversification of Feedstock.In order to obtain feedstocks at competitive prices, we are constantly seeking to diversify our feedstock profile and to negotiate purchases of feedstocks at competitive prices.

As a result of rising natural gas production and related production of natural gas liquids, several companies have announced plans to build PDH plants, which would produceon-purpose propylene. We have secured an approximately15-year propylene agreement with Enterprise Products Partners L.P., or Enterprise Products, which is currently building a PDH plant in Texas with an annual capacity of 750,000 tons. We expect this agreement with an established producer to provide us with a competitive, long-term supply of propylene, using shale gas and other nontraditional sources as its feedstock. This plant is expected to commence operations by the end of 2017. Under this arrangement, the pricing of these contracts will be based on market prices for propane and other market costs.

With respect to the diversification of our feedstock profile, in April 2016 we commenced commercial operations of our Mexico Complex, which includes a cracker using ethane as feedstock and three integrated polyethylene plants with annual capacity of 1.05 million tons. Developed through a joint venture with Idesa, Braskem Idesa has entered into a long-term supply contract to purchase ethane from Pemex TRI, under competitive commercial conditions.

In March 2016, our board of directors approved a project with an expected investment of R$380 million to enable the use of up to 15% of ethane as raw material in the Northeastern Complex in Brazil. This project will modernize this industrial unit and improve the port infrastructure. We expect to complete this modernization in the second half of 2017. Furthermore, we entered into a long-term ethane supply agreement with a U.S. company with pricing based on the Mont Belvieu market prices.

Expansion in Selected International Markets.As part of the continuous evaluation of our business and plans, we regularly consider a range of strategic options and transactions. From time to time, we consider a variety of potential strategic transactions to expand our presence in the global petrochemicals market. We plan to expand the production capacity of our business units during the next several years by constructing new facilities (greenfield projects) with access to competitive feedstock sources independently or in conjunction with third parties and/or through the acquisition of petrochemical producers that currently compete with us or produce complementary products.

During 2016, we progressed studies on a project to build a new polypropylene plant at our site in La Porte, Texas, or the La Porte Project, which was approved by our board of directors on June 21, 2017.With an approved investment of up to US$675 million, the La Porte Project will add 450 kt of annual polypropylene production capacity to our portfolio, with startup expected in 2020.

The La Porte Project is aligned with our strategy to diversify our feedstock profile and expand geographically in the Americas, and it will strengthen our leadership position in polypropylene production in the United States.

New Business Opportunities.We seek to pursue new business opportunities by developing new and specialized products and technologies, including the following:

We have expanded and converted one of our polyethylene production lines in Bahia to produce metallocene-based linear low density polyethylene. This resin has distinctive characteristics for the flexible packaging industry, including greater resistance to impact and punctures, higher polish and greater transparency. This production line commenced operations in the fourth quarter of 2014;

In January 2017, we commenced production of UTEC®, our Ultra High Molecular Weight Polyethylene (UHMWPE) produced at our plant in La Porte, Texas. UTEC is an engineered polymer with advanced mechanical properties, such as high abrasion resistance, impact strength and low coefficient of friction and is developed and produced through our proprietary technologies. UTEC is a self-lubricating, high-strength, lightweight machinable product used for semi-finished goods in a vast array of applications and industries. It is eight times lighter than steel and lasts ten times longer than High-Density Polyethylene (HDPE);

We are continuously evaluating opportunities to improve our existing products and to act as partner or supplier in connection with the manufacture of new value-added products; and

We are seeking a strong position in the technological development of chemicals from renewable resources and/or using production processes that generate fewer emissions by investing in research, development and technological innovation.

History and Development of Our Company

Our business began when the Odebrecht Group (comprised of Odebrecht S.A. and its subsidiaries) and Mariani Group acquired control of Copene, a raw materials petrochemical complex in Camaçari, in July 2001, and then subsequently integrated their assets in the petrochemical sector with Copene. From 2001 to 2004, we underwent a corporate reorganization and merged many recently acquired companies. In addition, we acquired Polialden in 2005 and Politeno in 2006.

Through a partnership with Petrobras, we began consolidatingwhich led to the increase of their stake in the Company: the consolidation of our Southern Complex, in Brazil inwhich was executed between March 2007 with the acquired petrochemical assets from the Ipiranga group. In November 2007, we signed an agreement with Petrobras and Odebrecht, which required them to contribute part of their assets in the petrochemical sector to Braskem. In September 2008, Ipiranga Petroquímica, Petroquímica PaulíniaMay 2009; and thespun-off portion of Ipiranga Química were merged into our company. In May 2009, our merger with Triunfo was approved.

In January 2010, we announced the acquisition of Quattor, which owned significant assets in order to strengthenSão Paulo and Rio de Janeiro, announced in January 2010. This consolidation strengthened the Brazilian petrochemical sector and establish ourselves amongallowed us to reach a new level of scale to face the five largest and most competitive petrochemical companies inchallenges of the world. international market.

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In February 2010 we began our internationalization strategy, when we announced the acquisition of the polypropylenePP assets of Sunoco Chemicals the fourth largest producer of this resinand in the United States. This acquisition represented an important step towards strengthening our internationalization strategy, which combines our growth in the U.S. market with alternative access to competitive raw materials and main consumer markets. As a result of this acquisition, we became a leader of thermoplastic resins in the Americas, consolidating our position as a major player in the international petrochemical market and the third largest global player in the polypropylene industry. In 2010, Braskem inaugurated its green ethylene plant in Triunfo, Rio Grande do Sul, becoming the world leader in biopolymers and launched the brand I’m greenTM, which identifies Braskem’s products made from renewable sources.

In July 2011, we announced the acquisition of Dow Chemical’s polypropylenePP business, including four plants (two plants in the United States and two plants in Germany). The U.S. assets, located in Freeport and Seadrift, Texas, have a combined annual production capacity of 545,000 tons, which represented a 50% increase in annual capacity polypropylene production in the United States. The German assets, located in the cities of Wesseling and Schkopau, have a combined annual production capacity of 545,000 tons. This acquisition represented an important step in the consolidation of our internationalgrowth strategy positioningin the Americas, consolidating us as the largest producer of polypropylene in the United States.

States and strengthening our position in Europe.

In April 2016, our subsidiary Braskem Idesa, a joint venture with the Mexican Idesa group, reached an important milestone with the production of the first batch of PE in the Mexico petrochemical complex, strengthening our internationalization strategy and ensuring greater access to competitive gas-based feedstocks.

In September 2020, we successfully started the greenfield Project Delta to produce PP in La Porte, Texas, with a production capacity of 450 kilotons per year. We believe that this investment reinforces our PP leadership position in the region and strengthens our strategy to diversify the raw materials matrix and geographic expansion in the Americas.

Beginning of our renewable’s operations

In September 2010, Braskem started up its green ethylene plant in Triunfo, in the state of Rio Grande do Sul, Brazil, with a capacity to produce 200 kilotons per year, becoming the world leader producer in biopolymers and products made from renewable sources, according to CMA.

In February 2021, we announced a new project at the Triunfo petrochemical complex in Rio Grande do Sul to expand our current production capacity of green ethylene. The following discussion highlightsproject added 60 kilotons per year to the important developmentsproduction of green ethylene in our business since January 1, 2017.portfolio and was completed in April 2023.

BeginningAdditionally, in November 2021, Braskem and Lummus Technology LLC (“Lummus”), through our subsidiary Braskem Netherlands B.V., executed a memorandum of Operations of Our Mexico Unit

Duringunderstanding to jointly develop and license our green ethylene technology. On April 2016, Braskem Idesa commenced commercial operations of the Mexico Complex. As a result of the commencement of operations of the Mexico Complex, we commenced recording the results of our Mexico Unit as a separate segment in our financial statements as of dates and for periods ended after January 1, 2016. For more information about the Mexico Complex and the Mexico Unit, see “Item 4. Information on the Company—Mexico Unit.”

Global Settlement

In December 2016,28, 2022, we entered into a partnership agreement with Lummus, through our subsidiary Braskem Netherlands B.V., to develop and license our green ethylene production technology, reflecting our global settlementinterest in the technology. We are a pioneer in the production of resins made from renewable feedstock and have undertaken a commitment to reach production capacity of 1.0 million tons of bioproducts by 2030. Lummus has the technical capacity and experience in licensing to support us in developing and marketing our technology for producing green ethylene. The partnership brings the complementary expertise needed to accelerate the achievement of our commitment, expand the geographic footprint of green ethylene production technology globally and accelerate the use of bioethanol in chemical and plastic products, supporting the industry’s efforts towards a carbon neutral circular economy. In addition, the partnership is aligned with our sustainability goals.

In 2022, we officially announced the MPF,establishment of Sustainea, a joint venture between Sojitz and Braskem, which will be responsible for the DoJ, the SEC,production and the OAGmarketing of bioMEG (monoethylene glycol) and bioMPG (monopropylene glycol), cutting-edge plant-based chemicals with regardlower CO2 production footprints. The joint venture offers two products: (i) bioMEG, a raw material used to certain matters under investigation, which we referproduce PET, a product used to as the Global Settlement. The Global Settlement was reached at the conclusioncreate bottles, textiles, and other types of an independent internal investigation into the allegations of improper paymentspackaging; and (ii) bioMPG, a raw material utilized in connection with theso-called Operation Car Wash in Brazil. Under the Global Settlement, we agreed to pay to the governmental authorities in these jurisdictions an aggregate amount of approximately US$957 million (equivalent to approximately R$3.1 billion based on the fixed exchange rate of R$3.27 to US$1.00)industrial, cosmetic, and to be subject to external monitorship for a period of three years. For more information regarding the Global Settlement, see “Item 8. Financial Information—Legal Proceedings—Global Settlement.”personal care goods.

Sale of quantiQ

On January 10, 2017,In August, 2023, we entered into, anthrough our subsidiaries Braskem Netherlands B.V. and Braskem Europe GmbH, a joint venture agreement with GTM do Brasil Comércio de Produtos Químicos LTDA under whichThai Polyethylene Company Limited (“TPE”), a wholly owned subsidiary of SCG Chemicals Public Company Limited, to establish Braskem Siam Company Limited, a joint venture company for conducting the project engineering for a bio-ethylene from bioethanol dehydration plant using the EtE EverGreen™ technology ethanol-to-ethylene process technology. The investment is subject to, among other terms and conditions, approval by competent governance bodies.

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Our Global Strategy

In 2022, we sold 100%reviewed and consolidated our global strategy for the period ending in 2030. Our global strategy is anchored in strategic pillars and foundations with a focus on creating value to our shareholders through a balanced capital allocation and prioritization of investments in growth avenues, and the objective of returning value to our shareholders over the petrochemical cycles.

Foundations

The foundations of our ownership interest in quantiQ for an aggregate amountglobal strategy are:

·Safety: safe operations as a permanent and non-negotiable value;
·People: human-centered company that promotes diversity, inclusion and human rights; and
·Governance: governance and compliance in line with the best global market practices.

Strategic Pillars and Goals:

The strategic pillars of R$550 million. On January 30, 2017,our global strategy and our goals are:

·Productivity and competitiveness: to move towards the first quartile of the global cash-cost curve in the petrochemical industry, focusing on de-carbonization initiatives and high-aggregated-value investments;
·Sustainability: to be a reference in the chemical and plastics sector in sustainable development globally;
·Growth and diversification: to increase global diversification in bio and circular feedstock and products; and
·Innovation: to deliver high-value sustainable solutions through chemical and plastic innovation.

Growth Avenues

Pursuant to our global strategy, the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica), or CADE, Brazil’s antitrust agency, approvedprincipal growth avenues we intend to pursue are:

1.Traditional businesses: to grow our current businesses through selective investments, including improvements in productivity and competitiveness and continuing to implement the decarbonization of our current assets, in line with the objective of reaching carbon neutrality by 2050 and reducing scope 1 and 2 emissions by 15% by 2030. With respect to this growth avenue, the following projects are examples of focus areas, among others:
(i)Ethane import terminal construction project in Mexico: to advance the construction of an ethane import terminal in Mexico, which will allow the diversification of the feedstock supply and operation of Braskem Idesa at full capacity;
(ii)Industrial de-carbonization program: to advance initiatives that aim to reduce scope 1 and 2 carbon emissions in line with the commitments we expect to be fulfilled by 2030.
2.Biobased: to continue to grow in biobased resins and chemical products and expand the use of renewable feedstocks, in line with our objective to increase our bioproducts production capacity to one million tons by 2030. With respect to this growth avenue, the following projects are examples of focus areas, among others:
(i)Conclusion of the expansion production capacity of green ethylene at the Triunfo Petrochemical Complex in the State of Rio Grande do Sul: we have concluded the expansion of current green ethylene production capacity from 200 thousand tons per year to 260 thousand tons per year, using feedstock derived from sugarcane ethanol;
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(ii)Build a new green ethylene plant in Thailand: to move forward with feasibility studies to invest jointly with SCG Chemicals in the construction of a new green ethylene plant in Thailand;
(iii)Joint licensing of green ethylene technology: to advance the partnership to develop and license Braskem’s technology to produce green ethylene in partnership with Lummus;
(iv)Joint-venture for the production and commercialization of bioMEG and bioMPG: to move forward with the joint venture formed by Sojitz and Braskem to produce monoethylene glycol (“bioMEG”) and monopropylene glycol (“bioMPG”) from sustainable raw materials;
(v)Studies to produce Green PP in the United States: Studies to evaluate a potential investment in the production of the world's first bio-based PP on an industrial scale in the United States; and
(vi)Studies for new opportunities in green ethylene: Develop potential partnerships for different ethylene chains.
3.Recycling: to grow our circular products portfolio through mechanical recycling, and to increase the use of circular feedstocks through chemical recycling, in line with the commitment to grow to one million tons of resins and chemicals products with recycled content by 2030. With respect to this growth avenue, the following projects are examples of focus areas, among others:
(i)Partnership for the development of recycling technology: to move forward with the joint venture with Terra Circular to develop technology capable of converting low-quality plastic waste into final products;
(ii)Acquisition of a majority stake in Wise Plásticos: to move forward with the strategic plan for doubling the current production capacity of Wise Plásticos S.A. to 50 thousand tons by 2026; and
(iii)Contract for the supply of pyrolysis oil produced through chemical recycling: to move forward with the use of circular feedstocks through the signing of a contract with Vitol, a multinational energy and commodities company, to supply pyrolysis oil produced through chemical recycling from WPU – Waste Plastic Upcycling A/S facilities in Denmark.

For the salenext cycle, we expect to focus on these pillars of quantiQ. The transaction was consummated on April 3, 2017.

action, finding a balance between optimizing the current asset portfolio and executing growth and transformation investments, aligned with our long-term corporate strategy, ensuring profitability and financial health of the company:

(i)Resilience and financial health: implement initiatives to mitigate the impacts of the industry's down cycle, seeking the maximization of cash generation; and

(ii)Business growth: implement the Company's growth ambitions, leveraging its competencies and strategic differential, seeking additional cash contribution.

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Our Corporate Structure

The following chart presents our simplified ownership structure and the corporate structure of our principal subsidiaries as of the date of this annual report. The percentages in bold and not in italics represent the direct andor indirect percentage of the voting share capital owned by each entity, and the percentages not in bold and italics represent the direct andor indirect percentage of the total share capital owned by each entity.

LOGO 

Basic Petrochemicals Unit

For a complete list of our subsidiaries, please see note 2.3 to our audited consolidated financial statements included elsewhere in this annual report.

The SEC maintains an internet website at www.sec.gov that contains reports, proxy and information statements and other information regarding companies that file or furnish documents electronically to the SEC, including us. Our internet website is www.braskem.com.br, and the internet website of our investors relations’ department is www.braskem-ri.com.br. The information included on our internet website, the internet website of our investor relations’ department, or the information that might be accessed through such websites is not included in this annual report and is not incorporated into this annual report by reference.

Our Competitive Strengths

Leading Plastics Producer in the Americas

We are the largest producer of plastics in the Americas, based on the annual production capacity of our plants in Brazil, in the United States and in Mexico as of December 31, 2023, according to CMA. We are the only integrated petrochemical company producing basic chemicals and polymers in Brazil, and the largest producer of PE in Mexico and PP in the Unites States, according to CMA. Globally, we have a global installed capacity of 21.4 million tons per year.

We produce a diversified portfolio of petrochemical and thermoplastic products, including polyethylene, green polyethylene (biopolymer), polypropylene, and PVC. Our products are typically used in large volume applications, and we benefit from our world-scale plants to enhance our competitiveness.

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According to CMA, global demand for PE, PP, and PVC in 2023 was estimated to be 117 million metric tons, 85 million metric tons, and 46 million metric tons, respectively. Between 2024 and 2028, global demand for PE, PP, and PVC is expected to grow on average by 3.5%, 4.0%, 3.9% per year, respectively, according to CMA. This is driven by strong end market dynamics, global gross domestic product growth, and infrastructure and construction projects spending. Polymers will likely continue to replace traditional materials, such as aluminum, steel, wood, and glass, in applications where they can provide cost advantages and better performance.

Global Leader in Green PE, Pioneer in Renewable Plastics

We are the global leader in green PE production made from ethanol from sugarcane, 100% verified by ASTM D6866 standard of the American Society for Testing and Materials organization, and it is the first PE of renewable origin to be produced in industrial scale in the world. We have developed a global portfolio of clients, and our green PE has more than 168 customers in 35 countries. Green PE also has a competitive price, as demand for sustainable products generally outstrips supply. We benefit from our presence in Brazil, which is the world’s largest producer of ethanol from sugarcane, with ample access to bio-ethanol feedstock.

We believe that our green PE has distinctive capabilities compared to other alternative solutions. Compared to biodegradable, recycled and fossil-based PE, we believe our renewable product has: (i) negative carbon footprint, (ii) higher feedstock sustainability, (iii) lower risk and better equipment fit as process uses same existing equipment, (iv) proven technology and scale, (v) better applicability with same properties and applications as fossil-PE, and (vi) better recyclability as products as 100% recyclable.

Benchmark Operator, With World Class Safety Practices and Track Record

We are widely recognized as an experienced and capable operator of petrochemicals plants. Our plants have recorded low accident rates and high utilization levels compared to industry peers. For example, our PP plants in the United States and Europe achieved in the same period an average utilization rate of 90% compared to global industry average of 85% according to CMA.

Competitive Asset and Raw Material Base

Our plants are located close to customer demand. In Brazil, in particular, competitors need to bring in products from locations as far away as the Middle East and face import tariffs which reduces their competitiveness compared to us. Considering freight and import tariffs, Brazilian producers have an advantage with respect to PE, PP and PVC on average 25% higher than average international reference prices from CMA for these products in 2023.

We rely on a diversified mix of raw materials, such as naphtha, ethane, propane, propylene and ethanol. We also source our raw materials from a diversified base of suppliers, which we continuously work to expand in the regions where we operate.

Our green PE is made from ethanol from renewable sugarcane in Brazil, the main producer for sugarcane globally. Our other Brazilian businesses operate on naphtha, ethane, propane, and propylene sourced from Brazil and several other sources abroad. As a result of our continued efforts to further diversify our feedstock base, 43% of our naphtha consumption was sourced by local suppliers as of December 31, 2023.

Our businesses in the United States and in Mexico benefit from propylene and ethane availability from producers that are well situated on their respective global cost curves. Our PP plants in the Northeast region of the United States are able to source refinery-grade and chemical-grade propylene from non-U.S. Gulf Coast refineries and steam crackers at an advantaged cost compared to polymer-grade propylene. In the United States Gulf Coast, we have a well-diversified supply base with well-developed pipeline connectivity that allow us to source feedstock at a competitive cost in the region. With 19 sources of supply in North America, our geographic and logistics diversity allows for redundancy in supply and flexibility at our PP plants.

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Global Marketing Platform

We are a client-focused organization and have built a deep network of local relationships with 2,270 clients worldwide as of December 31, 2023. We have a lengthy history of development of long-term and close partnerships with clients, focusing on their needs and individual value creation solutions. Our market orientation and wide network are underpinned by a global platform with commercial offices in the Americas, Europe and Asia. Our global marketing platform combines market-focused teams for key market segments as well as regional teams for broader coverage. We encourage innovative thinking, an entrepreneurship mindset, a focus on the value chain and on product quality and service level.

Innovation and Technology, and Research and Development Capabilities

We drive innovation to extract value from our existing assets and create new value propositions to our customers. As a result of our innovation efforts, 11% of our current products have been introduced in the last five years. We employ 366 employees globally in innovation and technology, spread across our research and development centers in Pittsburg (United States), Wesseling (Germany), Coatzacoalcos (Mexico), Triunfo, Campinas and São Paulo (Brazil).

Additionally, in November 2021, Braskem and Lummus, a worldwide leader in ethylene, petrochemical, energy transition and other process technologies, executed a memorandum of understanding to jointly license Braskem’s green ethylene technology to two projects in different regions of the world, displaying a global interest in the technology. In 2022, we formalized our partnership for licensing technology to produce green ethylene. The partnership will accelerate the use of bioethanol for the production of chemicals and plastics.

In November 2022, we announced the launch of a new Renewable Innovation Center in Lexington, Massachusetts (United States). The innovation center will focus on accelerating innovation in renewable chemicals and sustainable materials. Capabilities at the new center are expected to expand our competencies in biotechnology, catalysis, process engineering, and open innovation (a partnership that Braskem has with universities and technical institutes, aiming to achieve better results regarding innovation). A particular focus will be given to early-stage science and engineering related to the conversion of biomass-based feedstocks, including sugars, cellulose, plant oils, and lignin, to sustainable chemicals and materials. This will enhance our resources focused on the discovery of technologies that are expected to drive new growth-oriented offerings centered around carbon circularity.

In May 2023, we inaugurated the expansion of the Technology and Innovation Center (CTI) located at the Triunfo Petrochemical Complex, which represents an increase of 25% in the company's R&D area on site. The disbursement amount was R$108 million, of which R$64 million was spent on the physical structure of the new building and R$44 million on laboratory equipment to accelerate our innovation process. The new building counts to expanded laboratory structures such as catalysis and advanced characterization, chromatography, polymer fractionation and microscopy. It also has a dedicated structure for PVC and EVA, focusing on finding new applications for resins, such as new uses for Green EVA produced from sugar cane. Another highlight was the acquisition of new robots that speed up processes such as mechanical testing and chemical analysis, in addition to generating more accurate results.

Qualified Management Team with Proven Success

Our senior management team combines deep operational expertise and knowledge of petrochemical global markets developed over long tenures. We have a strong mergers and acquisitions track record that supported our global expansion in the last decade, including into the United States and Europe.

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We have proven success in executing large, complex projects. Through our subsidiary Braskem Idesa, we built and operated the largest petrochemical complex in Latin America, which started operations in April 2016. In September 2020, we successfully started the production of PP from our Project Delta greenfield in La Porte, Texas, with a production capacity of 450 kilotons per year.

Financial Performance Through the Industry Cycles

We have a track record of solid financial performance based on our scale and competitiveness. The average net cash generated from operating activities was R$6,005 million (US$1,134 million), considering the last five years from 2019 to 2023, which illustrates our ability to generate cash across the industry cycles and varying macroeconomic circumstances.

Industry Overview

In 2023, the global growth registered a slowdown pace compared to the previous year. Among the main factors that impacted: (i) continued geopolitical conflicts in Russia/Ukraine and/or Israel and Hammas; (ii) China-US tensions; (iii) the Chinese economy slowdown; and (iv) high global interest rates to control inflation. Despite of that, the growth of the global economy was positive, mainly driven by the strong performance from the US economy, supported by a strong labor market and consumer spending, even after the aggressive policy rate hikes in 2022 and 2023. Therefore, according to the IMF, the global economy is expected to grow 3.1% in 2023, 0.2 p.p. higher than the IMF projection of 2.9% in early 2023.

Regarding the petrochemical scenario, following the movement started in the second half of 2022, the significant new capacities in PE and PP piled up over a global waning demand and disappointing Chinese recovery for the manufacturing sector, even with the end of Covid-Zero policies in January of 2023. Crude oil also continued to oscillate drastically, in the tug-of-war between risk of supply disruption caused by geo-conflicts (prices up) and bearish demand (prices down), with the latter constantly showing more influence over the barrel prices. This combination of factors contributed to the decline in the majority of the petrochemicals spreads in the international market throughout 2023, with some momentaneous upticks, but not sustained for too long.

On the other side, refineries continued what the industry has called “the golden age”, with a strong demand for Gasoline and Diesel, and due to the high run rates, keeping naphtha oversupplied, with naphtha crack spreads discounted at negative double digits in nine out of the twelve months of 2023, something not seen at least in the past thirteen years.

This uncertain and challenging scenario is expected to continue for the first half of 2024, but with an overall optimistic perception regarding the recovery of global economies.

In response to these conditions, during 2023 we implemented many initiatives to preserve our financial health and value creation such as, (i) optimization of asset operations, focused on cost discipline; (ii) implementation of financial initiatives to increase our liquidity position, such as bond issuance; (iii) prioritization of investments and reduction of Capex requirement, without impacting asset reliability; and (iv) advancement in all fronts related to the geological event in Alagoas, accomplishing the commitments established in agreements.

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Industry Trends

In January 2024, the IMF revised its projection for the world’s GDP growth in 2024 to 3.21%, an estimate 0.12% higher than that forecasted in October 2023. Their projection is consistent with a “soft landing” scenario, with inflation gradually decelerating (from 6.8% expected for 2023 to 5.8% in 2024) without a major downturn in global activity, especially in the US, where labor market remains resilient. The growth is expected to continue uneven between advanced economies and emerging markets and developing ones, once the tighter monetary policy transmission is different across countries and they are also at different points in their cycles: most advanced economies are in the peak, while some emerging economies (Brazil included) have already started easing.

The IMF also considers some risks for global economy growth: (i) real estate crisis in China; (ii) more volatile commodities prices due to renewed geopolitical tensions and disruptions related to climate change; (iii) inflation rates are still high, even with the recent decreases; (iv) many countries are more vulnerable to crisis as fiscal buffers have eroded in the last years; and (v) repricing of risk in emerging markets, that would appreciate the US dollar and trigger capital outflows.

Regarding the global petrochemical scenario, the expectation of external consulting firms for 2024 is a scenario of modest spreads’ recovery along the year (except for PP), mainly impacted by: (i) the reduction of new capacities coming online globally for PE; (ii) the recovery of vinyl and butadiene markets; (iii) an upward trend of global consumption, as inflationary pressure is easing across the globe; and (iv) some level of rationalization on capacities, to balance run rates of petrochemicals. Meanwhile PP might still struggle in 2024 as there are still plenty of new capacities to go online in China and in the US (6.5 MM tons), which are expected to pressure run rates to the lower levels from the last thirty years (77% versus an average of 86% over the last 10 years).

In this context, we intend to maintain our focus on: (i) accomplishing the commitments established in the agreements signed with the authorities in Maceió, in the state of Alagoas; (ii) optimizing our asset operation strategy and maintaining cost discipline, increasing productivity and competitiveness; (iii) promoting discussions regarding Brazilian industry’s competitiveness, seeking measures to ensure competitive equality; (iv) implementing initiatives for financial preservation, deleveraging and reduction of cash need, with focus on resilience and financial healthy; (i) prioritizing investments related to the Company’s growth strategy, supported by innovation and digital transformation initiatives; and (vi) completing the construction of the ethane terminal and pursue value-creating initiatives in Mexico.

Reportable Segments

As of December 31, 2016,2023, our business operations were organized into three segments, which corresponded to our principal production processes, products and services. Our reportable segments were as follows:

Brazil Segment: includes: (i) the production and sale of chemicals at the Camaçari Petrochemical Complex in Bahia, the Triunfo Petrochemical Complex in Rio Grande do Sul, the Capuava Petrochemical Complex in the state of São Paulo, and the Duque de Caxias Petrochemical Complex in the state of Rio de Janeiro; (ii) the supply of electricity and other inputs produced in these complexes to second-generation producers located in the petrochemical complexes; (iii) the production and sale of PE, including the production of green PE made from renewable resources, and of PP; and (iv) the production and sale of PVC and caustic soda.

USA and Europe Segment: operations related to PP production and sale in the United States and Europe, through the subsidiaries Braskem America and Braskem Alemanha, respectively.

Mexico Segment: comprises the activities related to the PE production and sale in Mexico, through the subsidiary Braskem Idesa.

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Brazil Segment

We have 29 industrial units within four petrochemical complexes in the Brazil Segment (South America) that mainly use naphtha, ethane/propane and refinery off gas (ROG) as feedstock to produce ethylene, propylene, and its respective chemical co-products, which subsequently are used as feedstock to make thermoplastic resins (PE, PP and PVC) or to be sold to third parties.

As of December 31, 2023, our Brazil Segment had the largest annual PE, PP and PVC production capacity in South America, according to IHS,CMA. Our Brazil Segment generated net revenue of R$49,512 million during 2023, or 69% of the net revenue of all of our Basic Petrochemicals Unit’sreportable segments. The following table sets forth our net revenue derived from sales of our Brazil Segment for the years indicated:

 

For the Year Ended December 31,

 

2023

2022

2021

 (in millions of reais)
Net revenue:   
Brazil49,51269,08069,495

Our olefins and polyolefins operations that are part of our Brazil Segment are comprised of the 1st and 2nd generation operations conducted by us.

Our olefins operations produce:

·olefins, such as ethylene, polymer and chemical grade propylene, butadiene and butene-1, and others;
·intermediates, such as cumene, paraxylene, ortho-xylene, and others;

Our polyolefins operations produce:

·polyethylene, including LDPE, LLDPE, HDPE, EVA and Green PE made from renewable resources; and
·polypropylene.

Our PVC production is integrated through our production of chlorine, ethylene and other raw materials, and as of December 31, 2023, our PVC production facilities had one of the largest annual production capacitiescapacity in South America, according to CMA. The main use of all first generationPVC is for pipes and fittings and other products related to the civil construction market. Our vinyl’s operations also manufacture caustic soda, which is mainly used by producers of alumina, pulp, and paper, and in Latin America. Including net sales to our other business units, our Basic Petrochemicals Unit generated net sales revenue of R$25,062.6 million in 2016, or 42.6% of the net sales revenue of all reportable segments. Net sales revenue generated by internal sales to our other business units was R$19,490.2 million during 2016, representing 77.8% of the net sales revenue of our Basic Petrochemicals Unit.soap industry.

Our Basic Petrochemicals Unit is comprised of the basic petrochemicalsvinyl’s operations conducted byproduce:

·Main products are PVC, Soda;
·Co-products such as Hydrochloric Acid, Dichloroethane – EDC, Sodium Hypochlorite.

Our Specialties operations consider products produced from naphtha and which are produced in our company in the Northeastern Complex, the Southern Complex, the São Paulo Complexolefins units, however, they are considered intermediate products and the Rio de Janeiro Complex.

Our Basic Petrochemicals Unit produces:

olefins,have market characteristics and applications that are different from our Olefins products considered commodities, such as ethylene polymer and chemical grade propylene, butadiene andbutene-1;propylene.

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BTX products (1);
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Our Specialties operations produce:

fuels, such as automotive gasoline, liquefied petroleum gas, or LPG, ethyl tertiary butyl ether, or ETBE, and methyl tertiary butyl ether, or MTBE;
·Fuels, such as gasoline, boosters, and others;
·Solvents, such as toluene, xylene, and others; and
·Specialties, such as polyisobutene (PIB), hydrocarbon resin (Unilene®), isoprene, DCPD, piperylene, nonene and tetramer, Green PE Wax, and others.

Products of our Brazil Segment

intermediates, such as cumene;

aliphatics, aromatics and hydrogenates solvents; and

specialties such as isoprene, dicyclopentadiene, or DCPD, piperylene, nonene, tetramer, polyisobutylene, or PIB, and hydrocarbon resins.

The products of our Basic Petrochemicals UnitOlefins operations are used primarily in the manufacture of ethylene and propylene, intermediate second generationsecond-generation petrochemical products, including those manufactured by our Polyolefins Unitpolyolefins and our Vinyls Unit.vinyls and specialties operations. Our Basic Petrochemicals UnitOlefins operations also suppliessupply other second generationsecond-generation producers in each of the petrochemical complexes in which we operate, and other companies located outside of these complexes, and renders services to those producers. In 2016, 78.2% of our Basic Petrochemicals Unit’s net sales revenue (including intra-company sales) was derived from the sale of basic petrochemicals, 7.0% from the sale of fuels, 8.7% from the resale of naphtha and condensate, 2.7% from the sale of intermediates and 3.5% from the sale of utilities and services. In 2016, 43.9% of our Basic Petrochemicals Unit’s net sales revenue from sales of basic petrochemicals was derived from sales made to our Polyolefins and Vinyls Units.

Products of Our Basic Petrochemicals Unit

Our other business units and third-party petrochemical producers use ethylene and propylene produced by our Basic Petrochemicals Unit to produce second generation products such as polyethylene, polypropylene and PVC. We also sell butadiene, a variety of aromatics, including BTX products, and intermediates, such as cumene, to third-party petrochemical producers for use as raw materials in the production of a variety of second generation products, including synthetic rubber, elastomers, resins, nylon fibers, ethyl benzene (which is used to make styrene monomer/polystyrene), linear alkyl benzene, purified terephthalic acid, dimethyl terephthalate, bisphenol A, a feedstock for the production of polycarbonate resins, phthalic anhydride, plasticizers and paint.

The following table sets forth a breakdown of the sales volume of basic petrochemicalsour Olefins and Polyolefins operations by our Basic Petrochemicals Unitproduct and by market for the years indicated (excluding our intra-company sales).

 

Year Ended December 31,

 

2023

2022

2021

 (in thousands of tons)
Domestic sales:   
Ethylene 388 477 517
Propylene 265 320 371
Cumene 193 213 204
Butadiene 156 167 172
Benzene, Toluene and para-xylene 539 730 742
Gasoline 866 981 1,059
Others

359

430

443

Total domestic sales of Olefins2,7663,3183,507
Total export sales of Chemicals

706

704

842

Total olefins sales

3,472

4,022

4,349

Our Polyolefins operations produce polyethylene, including LDPE, LLDPE, HDPE, UHMWPE, EVA, “green polyethylene” from renewable resources and polypropylene, including homopolymer and copolymer grade. We manufacture a broad range of polyolefins for use in consumer and industrial applications, including plastic films for food, agricultural and industrial packaging, bottles, shopping bags and other consumer goods containers, automotive parts, engineering and infra-structure goods and household appliances. We also provide technical assistance to our customers to meet their specific needs by adapting and modifying our polyethylene and polypropylene products. We believe that the variety of technological processes at our polyolefins plants provides us with a competitive advantage in meeting our customers’ needs.

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Year Ended December 31,

 

2023

2022

2021

 (in thousands of tons)
Domestic sales:   
Polyethylene(1)1,6501,8351,790
Polypropylene1,1651,1841,209
Total domestic sales2,8153,0192,998
Total export sales800827822
Total polyolefins sales3,6153,8463,820
(1)Includes  LDPE, LLDPE, HDPE, EVA and Green PE.

The PVC product, part of our vinyls operations, is used primarily in the construction segment. The products for Specialties operations are used primarily in the manufacture, intermediate second-generation petrochemical products. Our operations also supply other second-generation producers in each of the petrochemical complexes in which we operate, and other companies located outside of these complexes, and renders services to those producers.

In 2023, based on sales volumes, we had an approximate 47.5% share of the Brazilian PVC market and 23.6% of market share of the Brazilian caustic soda market (excluding consumption of alumina by companies located in the North and Northeast of Brazil).

The following table sets forth a breakdown of the sales volume of our vinyls operations that are part of our Brazil Segment by product line for the periodsyears indicated.

 

For the Year Ended December 31,

 

2023

 

2022

 

2021

 (in thousands of tons)
Domestic sales: 
PVC 528  499  495
Caustic soda 332  403  316
Other(1) 30  24 

22

Total domestic sales

890

 

925

 

833

Total export sales

 

1

 

9

Total vinyls sales

890

 

926

 

842

(1)Includes chlorine, hydrogen, caustic soda flake and sodium hypochlorite.

 

   Year Ended December 31, 
   2016   2015   2014 
   (thousands of tons) 

Domestic sales:

      

Ethylene

   511.9    485.8    499.6 

Propylene

   291.3    246.1    208.9 

Cumene

   194.5    206.0    211.6 

Butadiene

   198.5    220.1    210.0 

BTX products(1)

   676.9    631.5    594.9 

Others

   1,214.0    956.7    942.6 
  

 

 

   

 

 

   

 

 

 

Total domestic sales of basic petrochemicals

   3,087.1    2,746.2    2,667.6. 

Total export sales of basic petrochemicals

   1,318.2    1,584.9    1,559.8 
  

 

 

   

 

 

   

 

 

 

Total sales of basic petrochemicals

   4,405.3    4,331.1    4,227.4 
  

 

 

   

 

 

   

 

 

 

(1)Includes benzene, toluene and para-xylene.

In addition, we had the following intra-company sales:

   Year Ended December 31, 
   2016   2015   2014 
   (thousands of tons) 

Ethylene

   2,856.5    2,793.5    2,704.3 

Propylene

   1,022.0    987.3    859.5 

Production Facilities of Our Basic Petrochemicals UnitBrazil Segment

Olefins Operations

We believe that the technological processes we use at plants in our basic petrochemicals plantsolefins operations are among the most advanced in the world. Our Basic Petrochemicals Unitolefins operations currently ownsinclude owning and operates:operating:

·five major production facilities in the Northeastern Complex (two olefins units, two aromatics units and one utilities unit);
·five major production facilities in the Southern Complex (two olefins units, one green ethylene unit, one aromatics unit and one utilities unit);
five major basic petrochemicals units in the Northeastern Complex (two olefins units, two aromatics units and one utilities unit);
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five major basic petrochemicals units in the Southern Complex (two olefins units, one green ethylene unit, one aromatics unit and one utilities unit);
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three basic petrochemicals units in the São Paulo Complex (one olefins unit, one aromatics unit and one utilities unit); and

two basic petrochemicals units in the Rio de Janeiro Complex (one olefins unit and one utilities unit).
·three production facilities in the São Paulo Complex (one olefins unit, one aromatics unit and one utilities unit); and
·two production facilities in the Rio de Janeiro Complex (one olefins unit and one utilities unit).

We define the term “unit” to mean several production lines that are linked together to produce olefins, aromatics, or utilities.

The table below sets forth the primary products of our Basic Petrochemicals Unit,chemicals operations that are part of our Brazil Segment, annual production capacity as of December 31, 20162023, and annual production for the years presented.

 

Annual Production

Production
For the Year Ended December 31,

Primary Products

Capacity

2023

2022

2021

  (in thousands of tons)
Olefins:    
Ethylene3,7522,6532,9123,027
Green ethylene260165191202
Propylene1,5851,0821,1941,291
Butadiene480290351381
Aromatics:    
Benzene, Toluene and para-xylene1,367699814913

 

   Annual
Production
   Production
For the Year Ended December 31,
 

Primary Products

  Capacity   2016   2015   2014 
   (in tons) 

Olefins:

        

Ethylene

   3,952,000    3,459,861    3,357,078    3,237,886 

Propylene

   1,585,000    1,400,466    1,389,796    1,306,636 

Butadiene

   480,000    411,688    389,272    374,827 

Aromatics:

        

BTX products(1)

   1,367,000    1,000,489    981,570    951,265 

(1)Consists of benzene, toluene and para-xylene.

Raw Materials of Our Basic Petrochemicals Unit

Naphtha

Naphtha is the main raw material that we use to produce our basic petrochemical products and represents the principal production and operating cost of our Basic Petrochemicals Unit. We also use condensate as a raw material in our basic petrochemical units in the Southern Complex.

The price of naphtha that we purchase varies primarily based on changes in the U.S. dollar-based international price of crude oil. Naphtha accounted for 57.0% of the total cost of sales of our Basic Petrochemicals Unit during 2016.

The following table shows the average Amsterdam-Rotterdam-Antwerp market price of naphtha for the periods indicated.

   2017   2016   2015   2014 

Average(1)

  US$  455.38   US$  385.41   US$  461.89   US$  836.23 

Month ended:

        

January

   500.00    317.83    396.91    918.58 

February

   498.00    293.00    502.13    913.65 

March

   459.00    351.07    504.86    911.40 

April

   468.00    379.00    525.61    925.63 

May

   435.00    403.00    550.86    937.84 

June

   401.00    417.00    538.07    952.45 

July

   425.00    380.00    472.37    935.59 

August

   457.00    369.00    403.38    865.81 

September

   —      396.00    411.66    841.36 

October

   —      441.00    430.26    711.52 

November

   —      416.00    419.18    628.94 

December

   —      462.00    387.41    491.98 

(1)The information in the “Average” row represents the mean average monthly naphtha prices during each respective year.

Source: IHS.

Supply Contracts and Pricing of the Basic Petrochemicals Unit

Naphtha

The following table shows the distribution of the naphtha purchases by our Basic Petrochemicals Unit for the periods indicated by geographic location of the suppliers.

   Year Ended December 31, 
   2016  2015  2014 

Brazil

   62.2  55.5  69.8

Algeria

   15.6  19.7  10.2

United States of America

   1.7  4.5  —   

Venezuela

   5.3  9.9  9.0

Others

   15.2  10.4  11.0
  

 

 

  

 

 

  

 

 

 

Total

   100.0  100.0  100.0
  

 

 

  

 

 

  

 

 

 

Supply Contracts with Petrobras

On December 23, 2015, we and Petrobras entered into a new five-year Naphtha Purchase Agreement. This contract replaced the naphtha supply contract between our company and Petrobras for the supply of naphtha to our basic petrochemicals plants located in the Northeastern Complex and superseded the naphtha supply contract between our company and Petrobras for the supply of naphtha to our basic petrochemicals plants located in the Southern Complex, Northeastern Complex and São Paulo Complex. The new contract will expire in December 2020.

Under the terms of this new agreement:

Petrobras has agreed to sell and deliver naphtha, for a period of five years, to our basic petrochemicals plants in the Northeastern, Southeastern and the Southern Complex exclusively for our use as a raw material;

we are required to purchase a minimum monthly volume of naphtha;

we provide Petrobras with a firm commitment order for naphtha each month, together with an estimate of the volume of naphtha that we will purchase over the following six months;

we may request volumes of naphtha that exceed a monthly firm commitment order, which Petrobras may supply at its discretion;

the price we pay for naphtha is equal to 102.1% of ARA;

the contract will be amended in the event that unforeseen extraordinary events occur that cause a disruption in the economic-financial equilibrium of the contract;

beginning in January 2018, either party can renegotiate the contract upon the occurrence of certain market events;

either party may terminate the contract, without prior notice, in the event of: (1) failure to cure any breach of the contract following a30-day grace period; (2) a force majeure event that continues for more than 90 days; (3) transfer or offer as a guaranty all or part of either party’s rights and obligations under the contract to a third party without the other party’s consent; (4) an alteration of ownership or corporate purposes that conflicts with the purpose of the contract; (5) dissolution; or (6) failure to comply with the compliance obligations of the contract; and

Petrobras may terminate the contract, without prior notice, in the event of our bankruptcy or liquidation.

Supply Arrangements with SONATRACH

La Société Nationale pour la Recherche, la Production, le Transport, la Transformation et la Commercialisation des Hydrocarbures, or SONATRACH (the Algerian national oil company), is one of our suppliers of imported naphtha and condensate. We have imported naphtha supplied by SONATRACH since 2002. On an annual basis, we negotiate the minimum and maximum volumes of naphtha and condensate that we will purchase from SONATRACH. In the event that we were unable to renew our supply arrangements with SONATRACH, we believe that we could purchase sufficient quantities of naphtha from other suppliers to meet the supply needs of our basic petrochemicals plants.

Other Supply Contracts

As part of our strategy to diversify our sources of supply of naphtha, we are acquiring naphtha under annual supply arrangements with international suppliers.

Spot Market Purchases of Naphtha

In addition to our supplies of naphtha under the agreements described above, we purchase naphtha on the spot market from time to time from foreign suppliers located in Africa, Europe, North America and Latin America.

Ethane and Propane

Ethane and propane are the principal raw materials that we use to produce our basic petrochemical products in the Rio de Janeiro Complex and represent the principal production and operating cost of the basic petrochemical unit in the Rio de Janeiro Complex. The price of ethane and propane that we purchase varies primarily based on changes in the U.S. dollar-based international price of these feedstocks.

In December 2000, we and Petrobras entered into an ethane and propane supply agreement. The initial term of this contract expires in January 2021 and this agreement is automatically renewable for onetwo-year period, unless either party notifies the other party in writing, at least one year prior to the expiration of the contract, that it does not intend to renew this agreement. Under the terms of this agreement, Petrobras agrees to sell and deliver ethane and propane to our basic petrochemical plant in the Rio de Janeiro Complex exclusively for use as a raw material;

we are required to purchase and Petrobras is required to deliver a minimum annual volume of ethane and/or propane;

we agree to provide Petrobras with a firm commitment order for ethane and propane each month, together with an estimate of the volume of ethane and propane that we will purchase over the immediately succeeding four months;

the price for ethane and propane is based on the USA Mont Belvieu price; and

Petrobras may terminate the contract, without prior notice, in the event of: (1) our failure to cure any breach of the contract following a60-day grace period; (2) a force majeure event that continues for more than 365 days; (3) we transfer or offer as a guaranty all or part of our rights and obligations under the contract to a third party without Petrobras’ consent; and (4) the dissolution, bankruptcy or liquidation of RioPol.

Refinery Off Gas

In January 2005, we and Petrobras entered into an agreement for the purchase and sale of a steam of refinery off gas, from which we separate ethylene and propylene. This agreement provides that we and Petrobras will negotiate the renewal of this agreement prior to its expiration in 2020 and that, in the event that Petrobras does not intend to renew this agreement, it must notify us at least two years prior to the expiration of this agreement and must perform under the terms and conditions of this agreement until 2028. Under the terms of this agreement, which represents 100% of our light refinery hydrocarbon supply:

Petrobras agrees to sell and deliver refinery off gas to our basic petrochemical plant in the São Paulo Complex exclusively for use as raw materials;

we are required to purchase a minimum daily volume of refinery off gas;

the price for refinery off gas is based on a variety of market indices;

the contract will be amended in the event that unforeseen extraordinary events occur that cause a disruption in the economic-financial equilibrium of the contract; and

Petrobras may terminate the contract, without prior notice, in the event of: (1) our failure to cure any breach of the contract following a30-day grace period; (2) a force majeureevent that prevents the execution of the contract; (3) we transfer or offers as a guarantee all or part of its rights, obligations and credits under the contract to a third party without Petrobras’ consent, unless the third party is a member of our economic group; (4) the dissolution or bankruptcy of Braskem S.A; and (5) a change of entity type, merger, sale,spin-off or any other corporate reconstruction of Braskem S.A that conflicts with or impedes the execution of contract’s purpose.

Electricity

To supply our industrial operations in Brazil, which represents 86% of the global Braskem’s electric consumption, we self-generate approximately 20% of our electrical energy consumption. Approximately 32% of our demand is supplied by Companhia Hidrelétrica do São Francisco, or CHESF, a Brazilian government-owned electric power generation company, pursuant to a power purchase agreement. Approximately 93% of the 68% remaining energy is supplied under long-term contracts with several suppliers in the free energy market (Mercado Livre de Energia) and 7% is supplied by regulated market.

In the Bahia Complex, we self-generate approximately 36% of the energy consumption, and about 42% of the demand is supplied by CHESF. The remaining energy is supplied under long-term contracts in the free energy market (Mercado Livre de Energia) from several companies.

In the Alagoas Complex, approximately 76% of the energy consumption is supplied by CHESF. About 13% of the demand is delivered by Eletrobras Alagoas, another Brazilian government-owned electric power distribution company. The remaining energy is supplied under long-term contracts in the free energy market from several companies.

In the Southern Complex, we self-generate approximately 31% of the energy consumption, and the remaining energy is acquired from several suppliers primarily under long-term contracts in the free energy market.

In the São Paulo Complex, we self-generate approximately 11% of the energy consumption, and the remaining energy is acquired primarily under long-term contracts in the free energy market from several companies.

In the Rio de Janeiro Complex, all the energy consumption is acquired primarily under long-term contracts in the energy free market from several companies.

Natural Gas

Natural gas is supplied to our industrial operations in Brazil under long-term contracts in the regulated market by companies that have government licenses and exclusivity to deliver in each state. The natural gas consumed by our operations in Brazil in 2016 represented 61% of our total consumption.

In the Bahia Complex, natural gas is supplied by Bahiagás, which represents approximately 45% of our consumption in Brazil.

In the Alagoas Complex, natural gas is supplied by Gás de Alagoas S.A. (Algás), which represents approximately 21% of our consumption in Brazil.

In the Rio Grande do Sul Complex, natural gas is supplied by SULGAS, which represents approximately 14% of our consumption in Brazil.

In the São Paulo Complex, natural gas is supplied by the Companhia de Gás de São Paulo – Comgás, which represents approximately 16% of our consumption in Brazil.

In the Rio de Janeiro Complex, natural gas is supplied by CEG, which represents approximately 4% of our consumption in Brazil.

Others

In the Southern Complex we also buy methanol to produce MTBE and ethanol to produce the “green polyethylene.” Methanol is imported and price is based in international market quotations. Ethanol is bought in the domestic market from several producers. In the Bahia Complex, we also buy ethanol to produce ETBE.

Sales and Marketing of Our Basic Petrochemicals Unit

We sell 70% of our basic petrochemical products in Brazil to third-party petrochemical producers. We sell the remainder of our basic petrochemical products to customers in the United States, Europe, South America and Asia.

As is common with other first generation petrochemical producers, our Basic Petrochemicals Unit has a high concentration of sales to a limited number of customers. Net sales to our Basic Petrochemicals Unit’s 10 largest customers (excluding intra-company sales) accounted for 22.2% of our Basic Petrochemicals Unit’s total net sales revenue during the year ended December 31, 2016.

The following table sets forth our net sales revenue derived from domestic and export sales, excluding inter-company sales, by our Basic Petrochemicals Unit for the years indicated:

   For the Year Ended December 31, 
   2016   2015   2014 
   (in millions ofreais) 

Net sales revenue:

      

Domestic sales

  R$  8,201.7   R$  7,523.5   R$  8,459.5 

Export sales

   5,572.3    4,944.2    5,389.8 
  

 

 

   

 

 

   

 

 

 
   13,744.0   R$  12,467.7   R$  13,849.3 
  

 

 

   

 

 

   

 

 

 

Domestic Sales of Basic Petrochemicals

As part of our commercial strategy, our Basic Petrochemicals Unit focuses on developing long-term relationships with our customers and entering into long-term supply contracts that provide for minimum and maximum quantities to be purchased and monthly deliveries. We determine the domestic prices that we charge for ethylene by reference to Western European contract prices. We determine the domestic prices that we charge for propylene based on a formula under which 50% of the price is determined generally by reference to Northwest Europe prices and the remaining 50% is determined by reference to the North American contract prices. We determine the domestic price of butadiene by reference to the U.S. Gulf contract price. We set the domestic prices of our BTX products, including benzene, para-xylene and toluene by reference to United States, contract or spot market prices. We set the domestic prices of solvents by reference to international market prices, and we determine the domestic prices for our other olefins and aromatics products with reference to several international market indicators.

Export Sales of Basic Petrochemicals

We export basic petrochemicals mainly to customers in the United States and in Europe and we set the price on international references bases in accordance with which region or country.

We are focused on maintaining our leading position in the Brazilian market, while continuing to use our exports to protect our operations and adjust the imbalances between demand and production. Export net sales of our Basic Petrochemicals Unit represented 15% of our Basic Petrochemicals Unit’s net sales revenue during 2016.

Additionally, we have applied our expertise in commodities trading to increase our resale operations of naphtha and oil derivatives in the international markets. In order to meet our crackers’ naphtha requirements (in terms of timing, pricing and quality), we maintain an excess supply of naphtha and resell the surplus on the spot market. During 2016, we recorded average resale operations of R$180 million per month.

Competition

Our basic petrochemical customers, which are mostly second generation petrochemical producers with plants located in the Brazilian petrochemical complexes, would have difficulty obtaining their feedstocks from other sources at lower prices due to the high cost of transportation of these products, as well as other logistical difficulties. In addition, because Brazil produces sufficient quantities of olefins to meet domestic demand, imports of these products are generally sporadic and usually related to scheduled plant maintenance shutdowns or to meet unsatisfied domestic demand.

During the past several years, as the relative cost of naphtha and gas as feedstocks for petrochemical crackers has diverged, many crackers using gas as a feedstock have becomelow-cost producers in the global markets and have seen their margins improve substantially as compared to naphtha crackers, such as our company. However, as gas crackers are able to produce fewer of theco-products and byproducts that naphtha crackers generate, such as propylene, butadiene and BTX products, and in smaller quantities, the prices of these products in the international

markets have increased. As a result of the increased prices available for theseco-products and byproducts, our net sales revenue from export sales of these products increased, and we believe that this increase in net sales revenue from exports of these products will continue in future periods in which the relative competitiveness of cracker feedstocks is disrupted. Competition in the international markets for these products is primarily based on the price of delivered products and competition has increased sincemid-2008 as the balance between supply and demand was disrupted due to the impact of the global economic downturn on consumers of these products. In the international markets for our basic petrochemical products, we compete with a large number of producers, some of which are substantially larger and have substantially greater financial, manufacturing, technological and marketing resources than our company.

Polyolefins UnitOperations

As of December 31, 2016,2023, our polyolefins production facilities had the largest annual production capacity of all second generation producers of polyolefins products in Latin America. Our Polyolefins Unit generated net sales revenue of R$20,307.4 million during 2016, or 34.5% of our consolidated net sales revenue.

Our Polyolefins Unit is comprised of the operations conducted by our company at nine polyethylene plants and five polypropylene plants located in the Northeastern Complex, the Southern Complex, the São Paulo Complex and the Rio de Janeiro Complex.

Products of Our Polyolefins Unit

Our Polyolefins Unit produces:

polyethylene, including LDPE, LLDPE, HDPE, ultra-high molecular weight polyethylene, or UHMWPE, EVA and “green polyethylene” from renewable resources; and

polypropylene.

We manufacture a broad range of polyolefins for use in consumer and industrial applications, including:

plastic films for food, agricultural and industrial packaging;

bottles, shopping bags and other consumer goods containers;

automotive parts;

engineering and infra-structure goods; and

household appliances.

The following table sets forth a breakdown of the sales volume of our Polyolefins Unit by product line and by market for the years indicated.

   Year Ended December 31, 
   2016   2015   2014 
   (thousands of tons) 

Domestic sales*:

      

Polyethylene (1)

   1,705.46    1,705.87    1,743.0 

Polypropylene

   1,105.68    1,126.9    1,204.0 

Other

   —      —      20.3 
  

 

 

   

 

 

   

 

 

 

Total domestic sales

   2,811.14    2,832.8    2,967.4 

Total export sales

   1,590.48    1,307.1    1,112.5 
  

 

 

   

 

 

   

 

 

 

Total Polyolefins Unit sales

   4,401.62    4,139.9    4,079.9 
  

 

 

   

 

 

   

 

 

 

(1)Includes EVA, UHMWPE and Green PE.
(*)Unaudited.

We provide technical assistance to our customers to meet their specific needs by adapting and modifying our polyethylene and polypropylene products. In particular, we develop customized value-added polypropylene compounds for use by our customers in their specialized applications. We believe that the variety of technological processes at our polyolefins plants provides us with a competitive advantage in meeting our customers’ needs.

Production Facilities of Our Polyolefins Unit

As of December 31, 2016, our Polyolefins Unit owned 14 production facilities. Our Polyolefins Unit operatesplants, with five plants located in the Southern Complex, three plants located in the Northeastern Complex, four plants located in the São Paulo Complex and two plants located in the Rio de Janeiro Complex.

The table below sets forth our annual production capacity for each of our primary polyolefins products as of December 31, 2023, and annual production for the years presented.

 

Annual Production

Production
For the Year Ended December 31,

Primary Products

Capacity

2023

2022

2021

  (in thousands of tons)
Polyethylene:    
LDPE/EVA (1)795569611586
HDPE/LLDPE/UHMWPE(2)2,2601,6371,8411,859
Polypropylene (3)1,8501,3501,3981,512

(1) Represents capacity and production at five production facilities, part of them with swing line capacity capable of producing two types of resins. (2) Represents capacity and production at seven production facilities, part of them with swing line capacity capable of producing two types of resins. Capacity varies depending on actual production demands. (3) Represents capacity and production at five plants.

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Vinyls and Specialties Operations

We own four vinyls production facilities. One of our facilities is in the Northeastern Complex, and three others are in the State of Alagoas.

In January 2020, Braskem announced the permanent shutdown of its chlor-alkali production facility located in Camaçari, in the State of Bahia, whose operations started in 1979 with annual production capacity of 79,000 tons of caustic soda and 64,000 tons of chlorine. The shutdown is explained by the end of the facility’s useful life and started in April 2020, following applicable safety standards and seeking to protect people, local communities and the environment.

The table below sets forth for each of our primary vinyls products, our annual production capacity as of December 31, 20162023, and annual production for the years presented.

 Annual Production

Production
For the Year Ended December 31,

Primary Products

Capacity

2023

2022

2021

  (in thousands of tons)
PVC710493470465
Caustic Soda460303242187

 

   Annual
Production
   Production
For the Year Ended December 31,
 

Primary Products

  Capacity   2016   2015   2014 
   (in tons)   (in tons) 

Polyethylene:

        

LDPE/EVA(1)

   970,000    720,240    645,072    616,849 

HDPE/LLDPE/UHMWPE(2)

   2,085,000    1,988,228    2,003,747    1,890,974 

Polypropylene(3)

   1,840,000    1,592,474    1,510,363    1,592,491 

(1)Represents capacity and production at five production lines with swing line capacity capable of producing two types of resins.
(2)Represents capacity and production at eight production lines with swing line capacity capable of producing two types of resins. Capacity varies depending on actual production demands.
(3)Represents capacity and production at five plants.

In September 2010, we commenced production of ethylene at a new plant located in the Southern Complex that produces “green” ethylene using sugar cane ethanol received through the Santa Clara Terminal as its primary raw material. This plant has an annual production capacity of 200,000 tons of ethylene.

During 2014, we converted and expanded, by 25,000 tons, one of our polyethylene lines in the state of Bahia to produce metallocene-based LLDPE. This project began its operations in January 2015.

Raw Materials of Our Polyolefins UnitBrazil Segment

Naphtha

The main raw material that we use for chemical production is naphtha, with a total consumption capacity of up to 10 million tons per year. Up to one-and-a-half million tons of naphtha can be substituted by condensate, which in recent years was about one million tons. Natural gasoline is also a feedstock that can be used as a replacement for naphtha. The cracker located in Rio de Janeiro uses ethane and propane, and its consumption is 0.4 million tons of each of these raw materials per year. The São Paulo cracker can also consume refinery off gas in a quantity equivalent to about 15% of the ethylene production capacity.

As a reference, the following table shows the average Amsterdam-Rotterdam-Antwerp, or the ARA price, of naphtha for the periods indicated.

 

2023

2022

2021

 (in US$/t)
Average(1)US$643US$770US$635
    
(1)The information in the “Average” row represents the mean average monthly naphtha prices during each respective year.

Source: Braskem Global Market Intelligence.

As part of our strategy to diversify our sources of supply of naphtha, we acquire naphtha and condensate under annual supply arrangements with international suppliers. We also purchase naphtha on the spot market from time to time from foreign suppliers located in Africa, Europe, North America and Latin America. In addition to our supplies of naphtha, we purchase condensate on the spot market from time to time from foreign suppliers.

The following table shows the distribution of naphtha plus condensate purchases by our Brazil Segment for the periods indicated by geographic location of the suppliers.

 

Year Ended December 31,

 

2023

2022

2021

Brazil43%42%31%
Europe12%18%23%
South America8%2%2%
North America15%20%30%
Africa21%20%15%
Others1%0%0%
Total

100%

100%

100%

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Ethylene and Propylene

The most significant direct costs associated withfeedstock of our production of polyethylene and polypropylene are the costs of purchasing ethylene and propylene, which together accounted for 85%propylene. In 2023, the ethylene consumption of our Polyolefins Unit’s total variablepolyethylene operations were totally supplied by our olefins facilities and the propylene consumption of our polypropylene facilities were supplied by our olefins operations and by external sources.

Other Materials and Utilities

Our polyolefins operations that are part of our Brazil segment use butene, hexene, vinyl acetate and propane as raw materials in the production of HDPE, LDPE, EVA, UTEC, MTLPE and LLDPE. Butene is consumed from our olefins operations. We import hexene and vinyl acetate from many suppliers around the globe, and propane we buy from Brazilian suppliers. In our polypropylene operation we use butene as raw material in the production of terpolymer. Butene is supplied from our olefins operations.

Our polyethylene plants also use catalysts supplied by many suppliers around the globe. We also produce our own catalysts for our HDPE slurry plants in the Southern and Northeastern Complexes, and we purchase the inputs that we need to produce these catalysts from many suppliers at market prices. Our polypropylene plants also use catalysts supplied from a national and international supplier.

Additives are consumed in the extruder process to reach certain properties of the final product. Some examples are antioxidants, clarifiers, flow aids and neutralizers.

Ethylene

The most significant feedstock associated with the production of PVC is ethylene. Our olefins operations that are part of our Brazil Segment supply all the ethylene required by our vinyls operations.

Electricity

Electric power is a significant cost component in our production of chlorine and caustic soda. Our vinyls operations use electric power from various generators under long-term power purchase agreements (see “Brazil Segment— Supply Contracts of Our Brazil Segment”).

In 2023 we made some investments to improve energy and cost efficiency in the Alagoas site, changing the source of energy for steam in the PVC plant operation, from natural gas to biomass, focused on sustainable and cost efficiency gains (Veolia Project).

Salt

We consumed 510,037 tons of salt during 2023, which were all imported from Chile, dissolved in water to make brine, and then treated and sent for processing.

In 2023, we produced 285,190 tons and imported 34,679 tons of caustic soda to supply our customers. Also, we produced 353,753 tons and imported 77,069 tons of EDC (“Ethylene dichloride”) which is consumed in PVC production, to supply our PVC facilities located in the state of Alagoas and in the Northeastern Complex.

Salt mining operations at our mine were shut down in May 2019, as described in “Item 3. D Risk Factors—Risks Relating to Us and the Petrochemical Industry—Our business and operations are inherently subject to environmental, health and safety hazards. As a result, our business is also subject to strict environmental and other regulations” and “Item 8. Financial Information—Legal Proceedings—Alagoas – Mining Activities.”

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Supply Contracts of Our Brazil Segment

Naphtha

Throughout 2023, Braskem and Petrobras had naphtha supply contracts in effect to provide naphtha for our plants in the Southern Complex, the Northeastern Complex, and the São Paulo Complex. All current contracts have a term of five years until the end of 2025.

Under the terms of these agreements:

·Petrobras has agreed to sell and deliver naphtha, for a period of five years, to our chemical plants in the Northeastern, Southeastern and the Southern Complex exclusively for our use as a feedstock;
·we are required to purchase a minimum monthly volume of naphtha for each of our Complexes;
·we have the option to purchase additional volume for the São Paulo Complex and Petrobras has an option to sell us additional volume for our Northeastern and Southern Complexes;
·we may request volumes of naphtha that exceed a monthly firm commitment order, which Petrobras may supply at its discretion;
·the price we pay for naphtha is based on international price references;
·the contract could be terminated or amended in the event that unforeseen extraordinary events occur that cause a disruption in the economic-financial equilibrium of the contract;
·either party may terminate the contract, without prior notice, in the event of: (1) failure to cure any breach of the contract following a 30-day grace period; (2) a force majeure event that continues for more than 90 days; (3) transfer or offer as a guaranty all or part of either party’s rights and obligations under the contract to a third party without the other party’s consent; (4) an alteration of ownership or corporate purposes that conflicts with the purpose of the contract; (5) dissolution; or (6) failure to comply with the compliance obligations of the contract; and
·Petrobras may terminate the contract, without prior notice, in the event of our bankruptcy or liquidation.

In December 2021, ACELEN concluded the acquisition of REFMAT, a refinery previously owned by Petrobras, located in the state of Bahia, and one of the suppliers for our Northeastern Complex. As per the terms and conditions of the sale and purchase agreement, the supply agreement was assigned to ACELEN, which, as of December 2021, replaced Petrobras as Braskem’s supplier in connection with such refinery.

Ethane and Propane

Ethane and propane are the main feedstocks that we use to produce our chemical products in the Rio de Janeiro Complex and represent the principal production and operating cost of the chemical operations that are part of our Brazil Segment in the Rio de Janeiro Complex. The price of ethane and propane that we purchase varies primarily based on changes in the U.S. dollar-based international price of these feedstocks.

In December 2020, we and Petrobras entered into a new ethane and propane supply agreement with a term of five years, from January 1, 2021 to December 31, 2025 as follows:

83 
·we are required to purchase, and Petrobras is required to deliver a minimum annual volume of ethane and/or propane;
·we agree to provide Petrobras with a firm commitment order for ethane and propane each month, together with an estimate of the volume of ethane and propane that we will purchase over the immediately succeeding four months;
·the prices for ethane and propane are based on international price references; and
·Petrobras may terminate the contract, without prior notice, in the event of: (1) our failure to cure any breach of the contract following a 60-day grace period; (2) a force majeure event that continues for more than 365 days; (3) we transfer or offer as a guaranty all or part of our rights and obligations under the contract to a third party without Petrobras’ consent; and (4) the dissolution, bankruptcy or liquidation of RioPol.

Braskem also has an ethane supply contract with Enterprise Products Operating LLC, or Enterprise Products, to supply ethane from the United States to Brazil. This agreement will remain valid until 2027. The price of ethane is based on the Mont Belvieu ethane price plus a Terminal Fee, basis FOB USGC. The logistics to move the ethane to Brazil is managed by Braskem.

Since February 2017, Braskem has had the capability to receive imported ethane at the Rio de Janeiro Complex.

The imported ethane is marginal to domestic supply and the quantity imported in 2023 was 17.7 ktons, in 2022 was 26.5 ktons and in 2021 was 30.9 ktons.

Since November 2017, Braskem has the capacity to consume ethane in the cracker in Bahia, partially replacing naphtha. Braskem has invested to create the flexibility to substitute naphtha for ethane in a ratio equivalent to 15% of the ethylene production during 2016. During 2016,of the site. 2018 was the first year in which we operated our Polyolefins Unit purchased allcracker in Bahia using imported ethane as feedstock. Of the total ethylene produced by the cracker, there was consumption of 0.7% of ethane feedstock in 2023, 0.4% of ethane feedstock in 2022 and no consumption in 2021.

Refinery Off Gas

In January 2005, we entered into an agreement with Petrobras for the purchase and sale of steam from refinery off gas, from which we separate ethylene and propylene. This agreement was valid for a term of 15 years and contained a provision requiring the parties to negotiate its extension prior to its expiration in 2020. This agreement also contained a provision pursuant to which Petrobras was required to notify us at least two years prior to its expiration of its ethylene requirementsintention to renew the agreement, and approximately 63%if Petrobras notified us of its propylene requirements from our Basic Petrochemicals Unit.intention not to renew it, then the agreement would remain valid under its original terms and conditions for eight additional years until 2028.

Propylene ContractsIn December 2017, Petrobras informed us that they would not renew this agreement on the same terms and conditions. Therefore, the contract will remain valid under its original terms and conditions until 2028.

The impact of the new terms and conditions of a possible future agreement after 2028 and any failure to successfully negotiate such terms with Petrobras and its Subsidiariescould impair our ability to satisfy our refinery off gas needs.

Under the terms of this agreement, which represents 100% of our refinery off gas supply:

·we are required to purchase a minimum daily volume of refinery off gas, and Petrobras is required to sell a minimum daily volume to us;
·the price for refinery off gas is based on a variety of market references;
84 
·the contract will be amended in the event that unforeseen extraordinary events occur that cause a disruption in the economic-financial equilibrium of the contract;
·Petrobras may terminate the contract, without prior notice, in the event of: (1) our failure to cure any breach of the contract following a 30-day grace period; (2) a force majeure event that prevents the execution of the contract; (3) a transfer or pledge by us, as a guarantee for indebtedness, of all or part of our rights, obligations and credits under this contract to a third party without Petrobras’ consent, unless the third party is a member of our economic group; (4) the dissolution or bankruptcy of Braskem S.A.; or (5) a change in business structure, merger, sale, spin-off or any other corporate reorganization of Braskem S.A. that conflicts with or impedes the execution of contract’s purpose.

Propylene Contracts

We holdhave entered into multiple propylene contracts with Petrobras refineries,agreements, which in 2016 were responsible for the supply of 36.5% of our propylene demand to produce polypropylene. These supply contracts havehad initial terms expiring at various dates between May 2021 and April 2028,December 2029, some of which were automatically renewed for five additional years and are priced based on international references to assure competitiveness of feedstock.

In 2016, Braskem entered into an agreement with Petrobras for a5-year five-year propylene supply contract with REFAP S.A., a subsidiary of Petrobras. This supply contract is also priced based on international references. In October 2021, Petrobras and Braskem renewed for one year the propylene supply contract with REFAP. The contract lasted between November 2021 and October 2022 and had the same volume and pricing conditions as the previous contract.

In December 2021, Petrobras and Braskem entered into five new propylene contracts, to be supplied by REPLAN, REVAP, REPAR, REDUC and RECAP, which replaced the existing contracts. These contracts expire between 2026 and 2029 and are priced on international references to assure the competitiveness of feedstock.

Petrobras may terminate these contracts, without prior notice, in the event of: (1) our failure to cure any breach of the contract following a30-day grace period; (2) a force majeure event occurs, although some of these contracts require that the force majeure event continues for more than 180 days; (3) we transfer or offer as a guaranty all or part of its rights and obligations under the contract to a third party without Petrobras’ consent; (4) an alteration of Braskem management or corporate purposes that conflicts with the purpose of the contract; (5) the dissolution, bankruptcy or liquidation of Braskem; and (6) a change of entity type, merger, sale,spin-off or any other corporate reconstruction of Braskem that conflicts with or impedes the execution of contract’s purpose.

Ethanol Supply Contracts

We hold multiplebuy ethanol contracts with majorfrom Brazilian producers of ethanol to supply our new facility that produces ethylene and ETBE, using sugar cane ethanol. TheseWe have two major ethanol supply agreements that expire in 2024. We also purchase ethanol on the spot market from time to time to supplement the contracted volumes. Under the contracts we have, initial terms expiring at various dates between May 2017 and July 2018. Under these contracts, we are or will be required to purchase an annual supply of ethanol sufficient to meet approximately 70%at least 90% of the capacity of this ethylene plant. The price that we pay under these contracts is or will be determined by reference to the monthly price of combustible hydrated alcohol as published by the Center for Advanced Studies in Applied Economics of the Superior School of Agriculture (Centro de Estudos Avançados em Economia Aplicada da Escola Superior de AgriculturaAgricultura– CEPEA/ESALQ).

Electricity

To supply our industrial operations in Brazil, which represented 79% of our global electric consumption in 2023, we self-generated 25% of our electrical energy consumption. 27% of our demand in 2023 was supplied by Companhia Hidrelétrica do São Francisco, or CHESF, a Brazilian government-owned electric power generation company, pursuant to a power purchase agreement that will remain valid until 2037. The remaining energy is supplied primarily under long-term contracts with several suppliers in the free energy market (Mercado Livre de Energia).

85 

Out of the total amount of energy we consumed in 2023, 80% was from renewable sources, considering the purchase of renewable energy, including renewables certificates, renewables asset contracts and renewable percentage of the grid. This percentage was 9% higher than in 2022.

Natural Gas

Natural gas is supplied to our industrial operations in Brazil under long-term contracts in the regulated market by companies that have government licenses and exclusivity to deliver gas in each state. The natural gas consumed by our operations in Brazil in 2023 represented 61% of our consolidated consumption.

Steam and Coal

Steam is essential to our industrial processes. Most of the industrial units generate their own steam from the burning of fuels. In some units, we purchase steam from third parties under long-term contracts. In Brazil, national and imported coal are used to generate steam in our unit located in the petrochemical complex at Rio Grande do Sul. In 2023, coal represented 11.5% of the energy purchased globally.

Since September 2023, part of the steam used in our industrial unit located in the state of Alagoas, Brazil is generated from biomass, supplied by Veolia under a long-term contract.

Sales and Marketing of Our Brazil Segment

The focus of our olefins and polyolefins operations is to maintain our leading position in Brazil and South America through a continued local presence and regular product supply, reinforcing our commitment to the chemical and plastic industry chain in the region, continuing to use our exports to optimize our operations and adjust the imbalances between demand and production. Since we export large volumes of certain products, we also develop long-term relationships with international customers through contracts that minimize our exposure to market conditions and mitigate risk.

We also purchase ethanol on the spot market from time to time to supplement the supplies that we obtain under these contracts. The price that we pay for ethanol undersell most of these contracts is determined by referenceour olefins products in Brazil to market indexes.

Other Materials and Utilities

Our Polyolefins Unit uses butene and hexane as raw materials inthird-party petrochemical producers. We sell the productionremainder of HDPE and LLDPE. Butene is supplied by our Basic Petrochemicals Unit, and we import hexane from suppliers located in South Africa.

Our Unipol® polyethylene plants in the Northeastern Complex and Rio de Janeiro Complex use catalysts supplied by Univation Technologies. Our HDPE plant in the São Paulo Complex uses catalysts supplied by W.R. Grace & Co. The catalysts for our swing line LLDPE/HDPE plants are purchased from Basell Polyolefins Company N.V., or Basell. We produce our own catalysts for our HDPE slurry plants in the Southern and Northeastern Complexes, and we purchase the inputs that we needproducts to produce these catalysts from various suppliers at market prices. Our polypropylene plants use catalysts primarily supplied by Basell, while we import certain catalysts from supplierscustomers in the United States, Europe, South America and Europe.Asia.

In general, we believe that there are sufficient alternative sources available at reasonable prices for each of these other inputs used inThrough our polyolefins production process such that the loss of any single supplier would not have a material adverse effect on our operations.

Sales and Marketing of Our Polyolefins Unit

Our Polyolefins Unit sellsoperations, we sell polyethylene and polypropylene products to approximately 2,0001,475 customers worldwide. We have a diversified product mix that allows us to serve a broad range of end users in several industries. The customers of our Polyolefins Unitpolyolefins operations generally are third generation petrochemical producers that manufacture a wide variety of plastic-based consumer and industrial goods.

Net sales revenueThere is a structural link between the PVC and caustic soda markets because caustic soda is a co-product of the production of chlorine required to produce PVC. Most of the 10 largest customerstime, when demand for PVC is strong, greater amounts of caustic soda are produced, leading to an increase in supply and a decrease in prices for caustic soda. Conversely, when demand for PVC is weak, prices for caustic soda tend to rise.

Domestic Sales of Olefins and Polyolefins operations

As part of our Polyolefins Unit accounted for 20.8% of our Polyolefins Unit’s total net sales revenue during 2016. No customer of our Polyolefins Unit accounted for more than 2.9% of our total net sales revenue in 2016, 2015 or 2014.

The following table sets forth our net sales revenue derived from domestic and export sales by our Polyolefins Unit for the years indicated:

   For the Year Ended December 31, 
   2016   2015   2014 
   (in millions ofreais) 

Net sales revenue:

      

Domestic sales

  R$13,903.1   R$14,032.1   R$14,098.6 

Export sales:

      

South America (excluding Brazil)

   3,286.5    2,806.5    2,421.1 

Europe

   1,750.3    1,675.4    872.1 

North America

   82.4    866.5    896.4 

Asia

   879.7    446.9    189.4 

Other

   405.4    158.6    24.6 
  

 

 

   

 

 

   

 

 

 

Total export sales

   6,404.3    5,953.9    4,403.6 
  

 

 

   

 

 

   

 

 

 
  R$20,307.4   R$19,986.2   R$18,502.2 
  

 

 

   

 

 

   

 

 

 

Domestic Sales

Wecommercial strategy, we are focused on developing short and long-term relationships with our customers. Our olefins operations focuses entering into long-term supply contracts that provide for minimum and maximum quantities to be purchased on a monthly basis. The domestic market pricing is based on international market references.

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Given the cyclical nature of the markets for our polyolefins products,operations, we believe that we can strengthen customer loyalty during periods of reduced demand for polyethylene or polypropylene by providing a reliable source of supply to these customers during periods of high demand. We work closely with our customers to determine their needs, to provide technical assistance and to coordinate the production and delivery of our products. Customers submit annual proposals giving their estimatedDespite having a regular client basis in the domestic market, prices in such market are driven by monthly requirements forspot negotiations. Both sales volume per client and the upcoming year for eachtypes of products our polyolefins products, including technical specifications, delivery terms and proposed payment conditions. We evaluate these proposalsclients purchase may vary on a monthly basis to make any required adjustments and to monitor and attempt to ensure adequate supply for each customer.basis.

In addition to direct sales of polyolefins to our customers, through our Polyolefins Unit sellspolyolefins operations, we sell products in Brazil through exclusive independent distributors. Our Polyolefins Unit ispolyolefins operations are served by five distributors, through which we distribute our products pursuant to formal agreements and spot market transactions.

We have selected our distributors based on their ability to provide full service to their customers, including the ability to prepare our productsand also based on a customized basis.their background. These distributors sell our polyethylene and polypropylene products to manufacturers with lower volume requirements and are able to aggregate multiple orders for delivery to customers that would otherwise be uneconomical for us to serve. delivery. They have a wide coverage network in Brazil and, as a result, expand the Braskem brand.

Furthermore, by providing customized services and serving smaller customers through a network of distributors, our account managers focus their efforts on delivering high quality service to a smaller number of large and medium direct customers.

Export Sales of Olefins and Polyolefins operations

Our volume of polyolefins export sales has generally varied based upon the level of domestic demand and the total production availability for our products. Our Polyolefins Unit has sales officepolyolefins operations have commercial offices in Argentina, Chile, Peru and Colombia. These offices are used to consolidate our marketing efforts in South America, one of our key markets outside of Brazil for this business unit.Brazil. Our Polyolefins Unitpolyolefins operations may also uses ouruse theour European, Mexican and U.S. sales force of our USA and Europe Segment and Mexico segment in order to improve the profitabilitycompetitiveness of our sales.export sales from Brazil Segment. In each of these regions, we have specific commercial strategies in connection with exports coming from Brazil, which complements our local product availability.

We have established a strategic position in the polyolefins business in South America, North America, Europe and EuropeAsia through regular direct sales, local distributors and agents who understand their respective markets. OurThe strategy to increase our presence in these foreign markets is intended, among other things, to reduce our exposure to the cyclicality of the international spot market for polyolefins through the development of long-term relationships with customers in neighboring countries. Our local presence in Europe allows us to further enhance our position in that marketthose markets and sell our Polyolefins Unitpolyolefins operations that are part of our Brazil Segments products through our USA and Europe Unit.Segment.

Sales of Vinyls and Specialties operations

Most of our sales of PVC and caustic soda are sold to Brazilian customers and we use third-party distributors to serve smaller and/or specific caustic soda customers. To provide a better logistics support to our Brazilian PVC customers, we serve them through six distribution centers, on a contractual basis, located in: Piracicaba, Mauá e Sumaré, in the State of São Paulo; Joinville, in the State of Santa Catarina; Pouso Alegre, in the State of Minas Gerais; and Araucaria, in the State of Paraná. In addition, we operate 12 warehouse facilities for PVC, on a non-exclusive basis, and five terminal tank facilities (Aratu-BA; Vila Velha- ES; Rio de Janeiro- RJ; Santos – SP; Paranaguá – PR) for caustic soda strategically located along the Brazilian coast to enable us to deliver our products to our customers on a “just-in-time” basis. Our vinyls operations work in close collaboration with its customers, working together to improve existing products as well as to develop new applications for PVC. Our marketing and technical assistance groups also advise current customers and potential ones that are considering the installation of new manufacturing equipment for PVC downstream products.

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In addition, our vinyls operations supplies the Brazilian market with emulsion PVC and other copolymers with higher value through imports. Our primary customers operate in the laminated, shoe and automobile sectors. These products represented 1% of our consolidated sales volume in 2023.

The main focusspecialties business strategy focuses on maximizing the value of our Polyolefins Unit isflows available in industrial units and on portfolio and geographic diversification, which in 2023 had more than 200 customers around the world, approximately 70% abroad. The Company works in close collaboration with its customers and carries out several studies to maintain our leading position in the Brazilcreate new products and South America reinforcing our commitment to the plastic industry chain in the region, maintaining our position as a leader in polyolefins through a continued local presence and regular product supply.improve existing products.

Prices and Sales Terms

We determine the domestic prices for polyethylene by reference to North American spot pricesof our products in accordance with international pricing references. In addition, we consider segment, volume, and other information when we set our domestic prices for polypropylene by reference to Southeast Asia spot prices. Our customers in Brazil may pay in full on delivery or elect credit terms that require payment in full within three to 60 days following delivery. We charge interest based on prevailing market rates to our Brazilian customers that elect to pay on credit.

Over the last few years, some Brazilian states have encouraged imports of polyethylene and polypropylene, as well as final products made from these polymers, by providing state tax benefits on imported goods. However, on January 1, 2013, federal legislation took effect reducing the maximum state-level value-added tax on sales and services (Imposto sobre Circulação de Mercadorias e Serviços), or ICMS, tax that states can charge from a rate of 12% to 4% on interstate sales of imported raw materials and other goods that are not wholly or partially manufactured in Brazil. As a result, Brazilian states are less able to attempt to attract imports at local ports by offering tax benefits in the form of reduced ICMS tax rates. For more information, see “Item 5. Operating and Financial Review and Prospects—Principal Factors Affecting Our Results of Operations—Effects of Brazilian Industrial Policy—Import Tariffs at Local Ports.”

In addition, besides our strategic sales to South America, Europe, Mexico and the United States, our Polyolefins Unitpolyolefins operations that are part of our Brazil Segment generally conducts export sales to buyers in Asia and Africa through the international spot market. Our customer base in these markets consists primarily of trading houses and distributors. Pricing

The domestic price for PVC resins is based on the import parity of PVC imported by converters in Brazil, which generally reflects the Northeast Asian spot market price, plus exchange rate variation. Delivery time, quality and technical service also affect the levels of sales of PVC resins. We establish our domestic price for caustic soda based on North American spot market prices, plus exchange rate variation.

We establish our domestic price for specialties based on international spot market prices. We make allprices, plus exchange rate variation. The domestic price for specialties is based on the international reference, which generally reflects the spot market price, plus service margin and exchange rate variation. Delivery time, quality and technical service also affect the levels of sales of specialties products.

Competition

Olefins Operations

Our olefins customers, which are mostly second-generation petrochemical producers with plants located in the Brazilian petrochemical complexes, through our competitive and reliable supply mitigates import interest from our customers. In addition, because Brazil produces enough olefins to meet domestic demand, imports of these products are generally sporadic and usually related to scheduled plant maintenance shutdowns or to meet unsatisfied domestic demand.

During the past several years, as the relative cost of naphtha and gas as feedstock for petrochemical crackers has diverged, many crackers using gas as a feedstock have become low-cost producers in the global markets and have seen their margins improve as compared to naphtha crackers. Competition in the international markets for these products is primarily based on the price of delivered products and competition has increased since mid-2008 as the balance between supply and demand was disrupted due to the impact of the global economic downturn on consumers of these products. In the international markets for our olefins products, we compete with lettersmany producers, some of credit.which are substantially larger and have substantially greater financial, manufacturing, technological and marketing resources than us.

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CompetitionPolyolefins Operations

We are the only producer of polyethylene and polypropylene in Brazil. We compete with polyolefins producers worldwide. In 2016,2023, Brazilian polyethylene and polypropylene imports declinedincreased by 0.4%13.1% and represented 27%40.2% of Brazilian polyolefin consumption.

We compete for export sales of our polyolefins products in other countries in Latin America and in the North American, Asian and European markets. We compete withSimilar to Braskem, those competitors also have a variety of resin producers, some of which have greater financial,wide portfolio, ample research and development capabilities and sufficient production and other resources than our company.capacity. Our competitive position in the export markets that we serve is primarily based on customer relationship, extensive product differentiation (mainly on renewable polyethylene), raw material costs, selling prices,portfolio, product quality and customer service and support.

PVC operations

Unipar Indupa (formerly Carbocloro and Solvay), or Unipar, and Braskem are the only two PVC producers in Brazil. Unipar’s total Brazilian installed annual production capacity is 300,000 tons, compared to our annual production capacity of 710,000 tons. Unipar’s Brazilian production facilities are located in São Paulo, closer to the primary PVC market in Brazil, whereas our facilities are located in the Northeast of Brazil. However, we believe that our vertically integrated production capabilities, our strong relationship with our customers and our technical assistance programs enable us to effectively compete with Unipar and to make up for any competitive disadvantage due to geographical distance from the market.

In addition to its Brazilian facilities, Unipar also has a PVC plant in Argentina that, together with other PVC importers, compete with Braskem. Imports from all regions accounted for 13.8% of Brazilian PVC consumption in 2023. Most of the imported volume comes from Colombia (Mexichem) that, due to a bilateral agreement with Brazil, can import products without import taxes. Domestically produced PVC is currently competitively priced with imported PVC, considering that our price is based on the international market.

Braskem competes with other producers of thermoplastics resins, mainly polyethylene and polypropylene, that can replace PVC in certain applications. Wood, glass, and metals also are used in some cases as substitutes for PVC.

Caustic Soda

According to CMA and Abiclor (Associação Brasileira da Indústria de Álcalis, Cloro e Derivados), the three largest Brazilian producers of caustic soda, including Braskem, accounted for 91% of capacity in Brazil in 2023.

In 2023 Brazil’s total caustic soda consumption was 1,405,632 tons, 32.5% of this consumption is attributed to imported caustic soda, which includes Braskem own imports to supply part of the market (34,679 tons).

Our main competitors in the caustic soda market are other international petrochemical companies operating in Brazil and producers located in the U.S. Gulf Coast.

Specialties

Our main competitors in the specialties market are national and international petrochemical companies operating in Brazil, national and international refinery companies and producers located in the U.S. Gulf Coast.

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USA and Europe UnitSegment

Our USA and Europe UnitSegment includes:

·the operations of Braskem America, which consist of five polypropylene plants in the United States and one Ultra High Molecular Weight Polyethylene UTEC® plant– the UTEC® plant; and

the operations of two polypropylene plants in Germany.
·the operations of two polypropylene plants in Germany.

As of December 31, 2016,2023, our USA and Europe Unit’sSegment’s facilities had the largest annual polypropylene production capacity in the United States.States, according to CMA. Our USA and Europe UnitSegment generated net sales revenue of R$8,896.117,507 million during 2016,2023, or 15.1%24% of the net sales revenue of all reportable segments.

In June 2014,2017, we announced the construction of an UHMWPE production facility ina Polypropylene Unit (“Delta”) at our La Porte, Texas site, which began producing UTECsite. Aligned with the strategy to diversify the raw materials matrix and geographic expansion in 2017. We believe the Americas, this is a new world-class PP production facility with an annual polypropylene production capacity of 450,000 tons. In September 2020, we announced that after completing the commissioning phase, we have started commercial production of specialized UHMWPEPP at this new plant complementsplant. We believe that this investment reinforces our existing portfolio of products andPP leadership position in the region, as it will enable us to access new marketsreplace imported PP volumes in the North American domestic market and to develop close relationshipsalso scale up our exports supporting structural global demand with new and existing global clients.

In September 2023, a decision was made to hibernate one of the two polypropylene lines at the Marcus Hook plant in Pennsylvania. The hibernation of this line was implemented to ensure the long-term resilience of Braskem’s United States polypropylene business amid continuing global economic uncertainty and a trough in the chemical industry business cycle.

Products of Our USA and Europe UnitSegment

Our USA and Europe UnitSegment produces polypropylene. The sales volume of polypropylene by this unit was approximately 2,008,4732,109,679 tons in 2016, 1,973,2742023, 2,096,884 tons in 20152022 and 1,862,6002,217,055 tons in 2014.2021. For a description of the uses of our polypropylene products, see “—Polyolefins Unit.Products of Our Brazil Segment.

Production Facilities of our USA and Europe UnitSegment

The table below sets forth the annual production capacity as of December 31, 20162023, of the USA and Europe Unit’sSegment’s polypropylene plants in the United States and Germany and the annual production for the years presented.

 

Annual

Production

Capacity

Production
For the Year Ended December 31,

Plant

2023

2022

2021

 (in thousands of tons)
United States2,0211,6431,6041,729
Germany625494504570
     

 

   Annual
Production
   Production
For the Year Ended December 31,
 

Plant

  Capacity   2016   2015   2014 
   (in tons) 

United States

   1,570,400    1,413,607    1,434,671    1,317,800 

Germany

   545,000    593,569    532,357    537,876 

Raw Materials of Our USA and Europe UnitSegment

Propylene

The most significant direct cost associated with the production of polypropylene by our USA and Europe UnitSegment is the cost of purchasing propylene.

We acquire propylene for our polypropylene plants in the Unites States under a variety of long-term supply agreements and through the spot market. As of December 31, 2016, we had long-term supply agreements with multiple suppliers. The pricing formulas for propylene under these supply agreements are generally based on market prices. A portion of the propylene supplied to our gulf coast plants is provided by a limited partnership that we formed with a leading basic petrochemicals producer, under which we acquire propylene produced by an ethylene facility of that producer in Texas. Under the terms of the partnership agreement, the partnership has agreed to provide us with sufficient propylene to produce up to approximately 25% of our U.S. gulf coast plants’ current annual production capacity into early 2018, at prices calculated based on a cost-based formula that includes a fixed discount that declines until 2018.

As a result of rising natural gas production and related production of natural gas liquids, several companies have announced plans to build propane dehydrogenation, or PDH plants, which would produceon-purpose propylene. We have secured a long-term propylene agreement of approximately 15 years with one such company, Enterprise Products, which is currently buildingcompleted construction of a PDH plant in Texas in 2017 with an annual capacity of 750,000 tons. We expect this agreement with an established producer to provide us with a competitive, long-term supply of propylene, using shale gas and other nontraditional sources as its feedstock. This plant is expected to commencecommenced operations by the end ofin 2017. Under this arrangement, the pricing of these contracts will be based on market prices for propane and other market costs.

In June 2012, we acquired the propylene splitter assets at Sunoco’s Marcus Hook refinery, which we are currently using to convert refinery grade propylene to polymer grade

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Supply Contracts of Our USA and Europe Segment

We acquire propylene for use at our Marcus Hook polypropylene plant.plants in the Unites States under a variety of long-term supply agreements and through the spot market. As of December 31, 2023, we had 19 propylene supply agreements and two ethylene supply agreements. The pricing formulas for propylene under these supply agreements are generally based on international market prices.

We acquire propylene for our polypropylene plants in Germany under long-term supply agreements that provide for the supply of 91%around 90% of the propylene requirements of these plants. We have two main supply agreements. One of these supply agreements will expire in September 2021, and is automatically renewable for consecutiveone-year terms, unless cancelled by one of the parties, and the other supply agreement expires in December 2021.Germany. The pricing formulaprice quotation for propylene under these longer supply agreements is based on market prices.are related to the monthly contract price for propylene for Europe (as reported by ICIS-LOR), varying their discounts and/or formula rationale according to each supplier.

SalesSales and Marketing of Our USA and Europe UnitSegment

Our USA and Europe UnitSegment sells polypropylene products to approximately 375444 customers. We have a diversified product mix that allows us to serve a broad range of end users in several industries. The customers of our USA and Europe UnitSegment generally are third generation petrochemical producers that manufacture a wide variety of plastic-based consumer and industrial goods.

Net sales revenue to the 10 largest customers of our USA and Europe Unit accounted for 37.8% of our USA and Europe Unit’s total net sales revenue in 2016, 33.4% in 2015 and 50.4% in 2014, respectively.

The following table sets forth our net sales revenue derived from sales of our USA and Europe UnitSegment for the years indicated:

 

For the Year Ended December 31,

 

2023

2022

2021

 (in millions of reais)
Net revenue:   
USA and Europe17,50723,42132,404

 

   For the Year Ended December 31, 
   2016   2015   2014 
   (in millions ofreais) 

Net sales revenue:

      

USA and Europe

  R$8,896.1   R$8,240.0   R$7,934.3 

Approximately 40% of the sales of polypropylene byIn the USA and Europe Unit are made under long-termSegment, contracts or general supply agreements with our customers. These supply contracts generally have an initialtwo-year term and are automatically renewableclients account forone-year periods unless one party notifies the other 75% of its intention not to renew.polypropylene sales. These contracts also provide fortypically last one year and have the option of being renewed at the end of the term. Additionally, these agreements specify required minimum and maximum purchase quantities to be purchased andas well as monthly deliveries.

We market theThe remainder of the polypropylene production of the USA and Europe UnitSegment is sold through (1) our direct sales force that seeks to establish supply relationships with customers,customers; (2) a select number of distributors authorized to represent the Braskem brand in the U.S. and European markets,markets; (3) resellers that trade these products under private labels in the North American and European markets,markets; and (4) traders that resell these products in the export markets.

Prices and Sales Terms

The domestic price for PP resins in the USA and Europe Segment reflects the market price, considering the differences between contract and spot prices, or propylene plus pricing. Delivery time, quality and technical service also affect the levels of sales of resins and usually export prices for PP are based on spot market references.

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Competition

The USA and Europe UnitSegment is largely a commodities business and competes with local, regional, national, and international companies, some of which have greater financial, research and development, production and other resources than our company.us. Although competitive factors may vary among product lines, our competitive position is primarily based on raw material and production costs, selling prices, product quality, product technology, manufacturing technology, access to new markets, proximity to the market and customer service and support.

Our primary competitors for sales in the polypropylene industry in North America and Europe are other large international petrochemical companies. In general, demand is a function of economic growth in North America, and elsewhere in the world.

Our primary competitors for sales in the polypropylene industry in Europe are other large international petrochemical companies. In general, demand is a function of economic growth in Europe and elsewhere in the world.

Mexico UnitSegment

Braskem and Idesa, one of Mexico’s leading petrochemical groups, formed Braskem Idesa S.A.P.I. in April 2010, with Braskem holding 75% of the total share capital and Idesa holding the remaining 25%, to develop, construct and operate the Mexico Complex, located in the Mexican state of Veracruz. During April 2016, Braskem Idesa commenced commercial operations of the Mexico Complex.

As a resultof December 31, 2023, our Mexico Segment had the largest annual polyethylene production capacity in Mexico, according to CMA. Our Mexico Segment generated net revenue of R$4,449 million during 2023, or 6% of the commencementnet revenue of operations of the Mexico Complex, we commenced recording the resultsall of our Mexico business unit as a separate segment in our financial statements as of dates and for periods ended after January 1, 2016.reportable segments.

Products of Our Mexico UnitSegment

Our Mexico business unit produces ethylene, HDPE and LDPE at our Mexico Complex. We use all of the ethylene produced by our Mexico Complex as raw material for the production of polyethylene by this complex. The sales volume of polyethylene by this unit was approximately 430,283803,110.2 tons in 2016. As with our Polyolefins Unit, our2023. Our Mexico Complex manufactures a broad range of polyethylene grades for use in consumer and industrial applications, including plastic films for food and industrial packaging, bottles, shopping bags and other consumer goods containers, automotive parts, and household appliances. Braskem Idesa remains focused on the growth of the PCR market, especially on product development and marketing capacity through partnerships and strategic alliances.

Technologies selected for the Mexico UniteSegment are proven and considered stated of the art with excellent track records in the petrochemical market and we believe it provides a competitive advantage to provide technical assistance toin serving our customers to meet their specific needs by adapting and modifying our polyethylene products.

Production Facilities of Our Mexico UnitSegment

Our Mexico UnitSegment operates four plants located in the Mexico Complex, consisting of:

·an ethylene cracker, with an annual production capacity of 1,050,000 tons of ethylene, which commenced operations in March 2016;
·two high-density polyethylene plants, with a combined annual production capacity of 750,000 tons, which commenced operations in April 2016;
·a low-density polyethylene plant, with an annual production capacity of 300,000 tons, which commenced operations in June 2016;
·a 175-megawatt power generation plant consisting of one gas turbine and two steam turbines; and
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·an effluents treatment plant and a water treatment plant, which return water to the community in a condition that exceeds the applicable regulatory requirements.
·A logistic platform and distribution network consisting in 20,000 m2 of warehouse, more than 30,000 m2 of open space capacity, 21 silos (1,050 m3 each one), 14 loading docks and 14 km of rail tracks.
 Annual Production

Production
For the Year Ended December 31,

Plant

Capacity

2023

2022

2021

 (in thousands of tons)
Mexico (Polyethylene) 1,050,000808,308765,314696,142
       

 

an ethylene cracker, with an annual production capacity of 1,050,000 tons of ethylene, which commenced operations in March 2016;

two high density polyethylene plants, with a combined annual production capacity of 750,000 tons, which commenced operations in April 2016; and

a low density polyethylene plant, with an annual production capacity of 300,000 tons, which commenced operations in June 2016.

   Annual
Production
   Production
For the Year Ended December 31,
 

Plant

  Capacity   2016   2015   2014 
   (in tons) 

Mexico (Polyethylene)

   1,050,000    471,109    0    0 

Raw Materials of Our Mexico UnitSegment

The principal raw material used in our Mexico Complex is ethane, in addition to other raw materials such as hexene, propylene and polyaldehyde (PAL). Other chemicals, catalyzers, additives and utilities such as natural gas, electricity and nitrogen are used to produce polyethylene in the Mexico Complex.

Ethane

Ethane is the principal raw material that we use to produce ethylene in the Mexico Complex and representrepresents the principal production and operating cost of the Mexico Complex. The price of ethane that we purchase varies based on changes in the U.S. dollar-based internationalU.S. reference price of these feedstocks. We currently source ethane, from two main sources. Approximately 60% to 70% of total ethane needs is sourced under the Ethane Supply Agreement with Pemex TRI, a state-owned Mexican entity, while the remaining is complemented with imported ethane coming from the United States and delivered to our Complex through freight trucks that transport cryogenic isocontainers as part of the Fast Track Solution.

Braskem Idesa is building an Ethane Import Terminal, a long-term alternative source of imported ethane, and a pipeline that will connect the terminal directly to our Complex, through its subsidiary Terminal Química Puerto Mexico, S.A.P.I. (“TQPM”), which as of December 31, 2023 was 52% complete pursuant to the project’s progress. The expected ethane capacity of the Ethane Import Terminal would be enough to fulfill the total ethane needs for the Mexico Complex. This terminal would provide the capacity to import more ethane than we currently require. As a result, our Mexico Segment will be able to source its total needs towards increasing our polyethylene production and taking advantage of the forecasted demand for polyethylene products in North America and globally.

The estimated cost of the Ethane Import Terminal and related infrastructure investment was revised to R$2,087.1 million (US$446 million) excluding VAT, after the conclusion of several activities related to licenses, purchase of land and easement contracts, and a review of project and implementation costs for the new company.

On June 13, 2022, Braskem Idesa and TQPM entered into a stock purchase agreement with Advario, a carve-out of Oiltanking GmbH for a 50% equity stake in TQPM, subject to certain conditions precedent. The Mexican Antitrust agency (COFECE) approved such purchase on October 3, 2022.

On March 1, 2023, Braskem Idesa met the conditions precedent receiving the payment of R$316 million (US$56 million) (including VAT) referring to the capital contribution disbursed, which was equivalent to 50% interest in TQPM’s capital by Braskem Idesa until the respective date, totaling R$584 million (US$112 million) (including VAT). The Ethane Import Terminal is expected to be completed by the end of 2024 and to reach full capacity by the first half of 2025, but there may be delays.

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On October 2023, with the support of its shareholders, Braskem Idesa and Advario, TQPM secured the financing of R$1,975 million (US$408 million) Senior Loan by INBURSA, ING KFW-IPEX, Credit Agricole, Mizuho, and DEG. It is a syndicated project finance loan, a five-year mini-perm deal with standard guarantees for a transaction of this type. The capital structure of the project is expected to be 30% equity and 70% debt of the total investment. In November 2023, TQPM made first disbursement of the syndicated project finance loan in the amount of R$760 million (US$157 million).

For additional information, see “Item 3. D Risk Factors— Risks Relating to Us and the Petrochemical Industry — We depend on ethane supplied by Pemex TRI in Mexico,” and “—We rely on limited or sole-source suppliers for our raw materials, inputs and energy, including transportation thereof.”

Ethylene

All of the ethylene produced by our Mexico Complex is used by the polyethylene plants in our Mexico Complex.

Other Materials and Utilities

Our Mexico UnitSegment uses natural gas as the main fuel for its production process, which is supplied mainly by private suppliers using the pipelines that are the property of the Centro Nacional de Control del Gas Natural (“Cenagas”).

In the first quarter of 2021, Braskem Idesa entered into a natural gas transport service agreement with Cenagas for a term of 15 years, which is in full force and effect.

For additional information, see “Item 3.D Risk Factors—Risks Relating to Us and the Petrochemical Industry—We depend on ethane supplied by Pemex TRI in Mexico,” “—We rely on limited or sole-source suppliers for our raw materials, inputs and energy, including transportation thereof” and “—Political and economic conditions and government policies in Mexico, including political interferences in state-owned companies such as Pemex TRI and Cenagas, and elsewhere may have a material impact on our operations.”

Our Mexico Segment uses hexene as a raw materialsmaterial in the production of HDPE. We import hexene for the Mexico Complex from suppliers located in the United States.

Our Mexico UnitSegment uses catalysts supplied by Ineos Europe Limited.

Supply Contracts of the Mexico UnitSegment

Ethane

The primary feedstock in our polyethylene production process is ethane. Braskem Idesa currently sources ethane from two main sources: (i) locally, pursuant to the Ethane Supply Agreement with Pemex TRI, a state-owned Mexican entity; and (ii) imports from the United States and delivered to our Complex through freight trucks that transport cryogenic isocontainers as part of the Fast Track Solution. As of the years ended December 31, 2023, 2022 and 2021, ethane supply from Pemex TRI was 87%, 60% and 65% respectively and 13%, 40% and 35% respectively, from the Fast Track Solution.

Ethane Supply Agreement (Pemex TRI)

Braskem Idesa is party to an ethane supply agreement with Pemex TRI, a subsidiary of Petróleos Mexicanos, or Pemex, dated February 19, 2010, pursuantbased on commercial conditions (“BI’s Ethane Supply Agreement”).

On September 27, 2021, we signed the third amendment to which Pemex TRI will provide,the BI’s Ethane Supply Agreement (the “Amended ESA”). Upon effectiveness, the Amended ESA modified certain terms of the BI’s Ethane Supply Agreement, including:

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·with respect to our Mexico Segment, we agreed to reduce the contractual volume to be purchased on a deliver or pay basis from 66,000 to 30,000 barrels of ethane per day (“Contractual Volume”), until February 2025, provided that, if we suffer delays in obtaining licenses and permits to operate the Ethane Import Terminal attributable to Mexican governmental authorities or Pemex, Pemex TRI will deliver the contractual volume after February 2025 for the time caused by these delays, on a day-by-day basis. Currently, Pemex TRI and Braskem Idesa have entered into a semi-annual agreement to extend the contractual volume until May 31, 2025. In the event of any extension concerning the supply period of the Contractual Volume or non-achievement of the commencement of the Ethane Import Terminal’s commercial operations due to the longstop date under the Amended ESA (the “Contractual Volume Longstop Date”), then Pemex TRI will supply, for an additional period of up to 12 months, 15,000 barrels per day of ethane to Braskem Idesa during the period from the Contractual Volume Longstop Date (or such later date) until the Ethane Import Terminal COD (the “Extended Volume”);
·with respect to our Mexico segment, we have a right of first refusal to acquire ethane that Pemex TRI and its affiliates do not consume for their own processes or for the production of ethylene and derivative products, in a daily volume of up to: (i) for as long as Pemex TRI must supply the Contractual Volume, 1,625,576 cubic meters (approximately 36,000 barrels per day); and (ii) after Pemex TRI no longer should supply the Contractual Volume, 2,980,220 cubic meters (approximately 66,000 barrels per day)
·the ethane purchase price under the Amended ESA is based on commercial conditions at prices that reference the Mont Belvieu purity ethane price, a U.S. dollar-based international reference price, plus logistics and other applicable costs. The conditions set out in the Amended ESA will have retroactive effects to February 26, 2021. If Pemex TRI fails to deliver an average daily volume of ethane below the Contractual Volume during any quarterly period, it will compensate us by providing additional volumes of ethane over the following two quarterly periods; provided that we will not have the obligation to take ethane above the contractual maximum daily volume. If Pemex TRI does not compensate for such supply shortfall during mentioned cure period, it will pay us liquidated damages at a rate equal to 50% of the volume that Pemex TRI failed to deliver and did not compensate. The cap on such liquidated damages is R$1,563 million (US$300 million) during any given year. We may terminate the Amended ESA and exercise the put option thereunder if Pemex TRI fails to deliver at least 75% of the Contractual Volume for 180 consecutive days.
·if Braskem Idesa fails to take an average daily volume of ethane at least equal to the Contractual Volume during any quarterly period, Braskem Idesa will compensate Pemex TRI by purchasing additional volumes of ethane over the succeeding two quarterly periods (not exceeding the contractual maximum daily volume). If our Mexico Segment does not purchase such additional volumes of ethane during such a cure period, Braskem Idesa will pay Pemex TRI liquidated damages at a rate equal to 50% of the average price of the volume that we failed to purchase and did not compensate. The cap on such liquidated damages is R$1,565 million (US$300 million) during any given year.
·as stated under the Amended ESA, the revised term is 20 years starting from the commencement date of supply under the BI’s Equity Supply Agreement, which occurred in June 2015, with three periods of extension of ten years each, being the first extension period mandatory for Pemex TRI and Braskem Idesa.
·Pemex TRI may terminate the Amended ESA in the event of (i) our failure to pay that continues for more than six months after notice; or (ii) an emergency stoppage in operations or force majeure event due to which our insurers consider the complex to be a total loss, or after which we cannot or do not resume operations for 48 months. If Pemex TRI (i) delivers less than an average of 75% of the 30,000 barrels of ethane per day over six months, (ii) reaches the annual limit in respect of liquidated damages owed by Pemex TRI to us and such limit is not waived by Pemex TRI or (iii) materially breaches any of its obligations related to the supply of ethane thereunder and such breach continues for more than six months after notice, Braskem Idesa has the right to terminate the Amended ESA, require Pemex TRI to repay certain of our outstanding debt and under termination scenarios provide compensation for equity investments according to an agreed valuation formula.
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Ethane Supply Agreement (Fast Track)

On February 25, 2020, Braskem Idesa will purchase, 66,000 barrels per dayentered into an open order quantity agreement with Braskem Netherlands for the supply of liquid ethane with a minimum purity level of 95% in effect until 2021, the BNL Ethane Supply Agreement. (the “BI-BNL Ethane Supply Agreement”).

On October 9, 2021, January 24, 2022, September 27, 2022, April 2023 and November 7, 2023 we entered into several amendments to the BI-BNL Ethane Supply Agreement (the “BI-BNL Ethane Supply Agreement Amendments”) in order to enhance the alternate ethane supply provided to us by the Fast-Track Solution. The purpose of the BI-BNL Ethane Supply Agreement Amendment is the additional acquisition of the supply volume of liquid ethane above the maximum amount of the BI-BNL Ethane Supply Agreement loaded from February 2021 to December 31, 2023.

On December 18, 2023 we entered into a term agreement for the sale of ethane with Braskem Netherlands, B.V. in effect until March 2033 using Mont Belvieu price reference, in order to import: (i) additional capacity of ethane to the Mexico Complex for a periodethane currently supplied by Pemex before Ethane Import Terminal becomes fully operational; and (ii) all ethane requirements of 20 years at prices based on the Mont Belvieu purity ethane. Under this agreement, any daily amount rejected by Braskem Idesa must be purchased in installments in subsequent deliveries until the deficit has been resolved. This contract commenced in June 2015 after Ethane Import Terminal become operational.

Electricity and will expire in 2035 and is renewable for three five-year periods, with prior notice at least two years prior to the expiration of the agreement that it intends to renew this agreement. Pemex TRI may terminate the contract in the event of: (1) a failure to pay that continues for more than 180 days after notice, or (2) an emergency stoppage in operations or force majeure event that continues for more than 48 months.

Since July 2015, Braskem Idesa has been required to purchase, and Pemex TRI has been required to deliver, the minimum daily volume of ethane provided under the supply agreement.

ElectricityWater

The Mexico Complex has its own power generation plant consisting of one gas turbine and two steam turbines, which generatescan generate more than 100% of the Mexico Complex’s energy consumption. In addition, the Mexico Complex is also connected to the high-voltage power grid of Comisión Federal de Electricidad (the Mexican government-owned electricity company) as an alternative power supplier) as aback-up power source and to sell excess power on the spot market.source. The Mexico complex generates all of its requirements of steam and its water requirements are supplied by the Comisión Nacional del Agua (the Mexican government-owned water commission) underpursuant to an agreement that expires in 2029 and is subject to renewal.

In general, we believe that there are sufficient alternative sources available at reasonable pricesThe main feedstock used for each of these other inputs usedpower generation is natural gas, which is mainly supplied by private suppliers and Pemex through Cenagas. For additional information, see “Item 3.D Risk Factors—Risks Relating to Mexico—Political and economic conditions and government policies in our polyethylene production processMexico, including political interferences in state-owned companies such that the loss of any single supplier would notas Pemex TRI and Cenagas, and elsewhere may have a material adverse effectimpact on our operations.

Sales and Marketing of Our Mexico UnitSegment

OurAs of December 31, 2023, our Mexico Unit sellsSegment sold polyethylene products to approximately 300213 customers in the Mexican market. We have a diversified product mix that allows us to serve a broad range of end users in several industries. The customers of our Mexico UnitSegment generally are third generation petrochemical producers that manufacture a wide variety of plastic-based consumer and industrial goods. Net

The following table sets forth our net revenue derived from sales revenue to the 10 largest customers of our Mexico Unit accountedSegment for approximately 41.0%the years indicated:

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For the Year Ended December 31,

 

2023

2022

2021

 (in millions of reais)
Net revenue:   
Mexico4,4495,8346,506

Domestic Mexican Sales

One of our Mexico Unit’s total net sales revenue in 2016.

Domestic Mexican Sales

In the first full year operation of our Mexico Complex since its start up, we havepriorities has been focused on penetrating the domestic market and obtaining the customer approval of our products. Other priority is to develop long-term relationships with our customers and, given the cyclical nature of the markets for our polyethylene products, we believe that we can strengthen customer loyalty during periods of reduced demand for polyethylene by providing a reliable source of supply to these customers during periods of high demand. We work closely with our customers to determine their needs, to provide technical assistance and to coordinate the production and delivery of our products.

Considering our Mexico Complex’s logistical infrastructure and logistics centers by region,in different regions, we are able to projectforecast and respond faster to customer demand by region. Thus, we can anticipate and plan our production and logistics in order to make the products available on time and at the points of shipment. As our products portfolio can adjust to the nature of the demand of the Mexican market, we have greater flexibility to adapt and better serve the market.

In addition to direct sales of polyethylene to our customers, our Mexico UnitSegment sells products in Mexico through independent distributors. Our Mexico UnitSegment is served by five distributors through which we distribute our products pursuant to formal agreements and spot market transactions.

We have selected our distributors based on their ability to provide full service to their customers, including the ability to prepare our products on a customized basis. These distributors sell our polyethylene products to manufacturers with lower volume requirements and are able to aggregate multiple orders for delivery to customers that would otherwise be uneconomical for us to serve. Furthermore, by serving smaller customers through a network of distributors, our account managers focus their efforts on delivering high quality service to a smaller number of large, direct customers.

Export Sales

The main focus of our Mexico UnitSegment is to maintain our leading position in the MexicoMexican market while continuing to export in order to manage the relationship between our production capacity and domestic demand for our products. We believe that our continued presence in export markets is essential to help manage any overcapacity in the Mexican market. The excess volume is primarily exported to United States,several regions such North and South America, Asia, and Europe, and Central America, using our existing sales force and complementing our portfolio in those regions, together with products exported from Brazil. Inin order to use the already established Braskem sales channels in the United States and Europe (also in South America and traders in Asia), the strategy of exports of the Mexico unitSegment production, for these regions, is to develop and retain customers, in order to seek a greater added value in exports, especially considering the competitive logistics for serving the United States. This new polyethylene complex reinforces our position with polyethylene customers worldwide, which enhances our position in North America.

Prices and Sales Terms

We determine the Mexican domestic prices for polyethylene by reference to North American export prices. Our customers in Mexico may pay in full on delivery or elect credit terms that require payment in full within up to 60 days, on average, following delivery.delivery for most customers.

Our Mexico Unit’sSegment’s export sales consist initially of volumes to Asia,South America, Europe and the United States through traders and distributors. Pricing is based on international spot market prices. We make all sales in these markets with letters of credit.price references. As discussed under “—Export Sales” above, since the beginning of 2017, the Mexico UnitSegment has been focused on export sales directly to customers in the United States, Europe, Central America and Europe,the Caribbean and South America, so the netback price in the local of the sale, excluding the logistics costs to move the product until that place and the other variable costs, ex-raw material, of exports has been increasing.

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Competition

We have the largest annual production capacity of polyethylene in Mexico.Mexico, according to CMA. We compete in Mexico with a subsidiary of Pemex and with importers of polyethylene, primarily producers located in the United States and South America.Canada. We compete for export sales of our polyethylene products inwith producers from other countries in Latin America and in markets in the United States, AsiaLatin America and Europe. Our export business is a commoditiescommodity business, and we compete with a variety of resin producers, some of which have greater financial, research and development, production and other resources than our company.us. Our competitive position in the export markets that we serve is primarily based on raw material costs, selling prices, product quality and customer service and support.

Vinyls Unit

We are the leading producer of PVC in Brazil, based on sales volumes in 2016. As of December 31, 2016, our PVC production facilities had the second largest annual production capacity in Latin America. Our Vinyls Unit generated net sales revenue of R$3,016.4 million in 2016, or 5.1% of our net sales revenue of all reportable segments.

Our Vinyls Unit is the only vertically integrated producer of PVC in Brazil. Our PVC production is integrated through our production of chlorine, ethylene and other raw materials. Our Vinyls Unit also manufactures caustic soda, which is used by producers of aluminum, paper and chlorine.

In 2016, we had an approximate 51.6% share of the Brazilian PVC market, based on sales volumes of our Vinyls Unit.

Products of Our Vinyls Unit

The following table sets forth a breakdown of the sales volume of our Vinyls Unit by product line for the years indicated.

   For the Year Ended December 31, 
   2016*   2015*   2014* 
   (thousands of tons) 

PVC

   528.3    529.5    659.5 

Caustic soda

   442.5    435.7    478.1 

Other(1)

   112.1    114.5    126.7 
  

 

 

   

 

 

   

 

 

 

Total domestic sales

   1,083.0    1,079.7    1,252.2 
  

 

 

   

 

 

   

 

 

 

Total export sales

   122.7    65.4    12.1 
  

 

 

   

 

 

   

 

 

 

Total Vinyls Unit sales

   1,205.7    1,145.1    1,264.4 
  

 

 

   

 

 

   

 

 

 

(1)Includes chlorine, hydrogen, caustic soda flake and sodium hypochlorite.
(*)Unaudited.

Production Facilities of Our Vinyls Unit

We own five vinyls production facilities. Two of our facilities are located in the Northeastern Complex, and three others are located in the State of Alagoas.

The table below sets forth for each of our primary vinyls products, our annual production capacity as of December 31, 2016 and annual production for the years presented.

   Annual
Production
   Production
For the Year Ended December 31,
 

Primary Products

  Capacity   2016   2015   2014 
   (in tons) 

PVC(1)

   710,000    593,914    542,297    633,942 

Caustic Soda(2)

   539,000    453,171    436,185    448,062 

(1)Represents capacity and production at three plants.
(2)Represents capacity and production at two plants.

Raw Materials of Our Vinyls Unit

Ethylene

The most significant direct cost associated with the production of PVC is the cost of ethylene, which accounted for 49.9% of our Vinyls Unit’s total cost of sales in 2016. Our Basic Petrochemicals Unit supplies all of the ethylene required by our Vinyls Unit.

Electricity

Electric power is a significant cost component in our production of chlorine and caustic soda. Electric power accounted for 17.2% of our Vinyls Unit’s total cost of sales in 2016. Our Vinyls Unit obtains its electric power requirements from various generators under long-term power purchase agreements. Our caustic soda plants at Camaçari and Alagoas and our PVC plant at Camaçari purchase their electric power requirements from CHESF under a long-term contract that expires in 2037. Companhia Energética de Alagoas S.A., or CEAL, distributes electric power to our PVC plants in Alagoas. The power purchase agreement with CEAL is renewable contracts with automatic rollingone-year extensions. These agreements provide us with the option to purchase our total electric power requirements based on an annual estimate. The price terms of this contract are based upon tariffs regulated by the Brazilian National Electrical Energy Agency (Agência Nacional de Energia Elétrica).

Salt

We used approximately 798,000 tons of salt during 2016. Salt accounted for 0.5% of our Vinyls Unit’s total cost of sales in 2016. We have exclusive salt exploration rights at a salt mine located near our Alagoas plant. We estimate that the salt reserves of this mine are sufficient to allow us to produce chlorine at expected rates of production for approximately 35 to 45 years. We enjoy significant cost advantages when compared to certain of our competitors due to the low extraction costs of rock salt (particularly compared to sea salt), and low transportation costs due to the proximity of the salt mine to our production facility.

Sales and Marketing of Our Vinyls Unit

Net sales revenue to our 10 largest Vinyls Unit customers accounted for 40.8% of our Vinyls Unit’s total net sales revenue during 2016. One customer accounted for 8.6% of our Vinyl Unit’s total sales revenue in 2016, 9.7% in 2015 and 9.4% in 2014.

There is a structural link between the PVC and caustic soda markets because caustic soda is a byproduct of the production of chlorine required to produce PVC. When demand for PVC is high, greater amounts of caustic soda are produced, leading to an increase in supply and generally lower prices for caustic soda. Conversely, when demand for PVC is low, prices for caustic soda tend to rise.

We make most of our sales of PVC and caustic soda directly to Brazilian customers without the use of third-party distributors. However, our Vinyls Unit maintains contractual relationships through five distribution centers, that provide logistical support, located in Paulínia and Barueri, both in the State of São Paulo, Joinville in the State of Santa Catarina, Extrema in the State of Minas Gerais and Araucaria in the State of Paraná. In addition, we operate twelve warehouse facilities for PVC, on anon-exclusive basis, and six terminal tank facilities for caustic soda strategically located along the Brazilian coast to enable us to deliver our products to our customers on a“just-in-time” basis. Our Vinyls Unit develops its business through close collaboration with its customers, working together to improve existing products as well as to develop new applications for PVC. Our marketing and technical assistance groups also advise customers and potential customers that are considering the installation of manufacturing equipment for PVC end products.

In addition, our Vinyls Unit supplies the Brazilian market with emulsion PVC and other copolymers with higher value by imports from Colombia under a long-term contract with Mexichem. Our primary customers operate in the laminated, shoe and automobile sectors. These products represented 3% of our consolidated sales volume in 2016.

Prices and Sales Terms

We determine the domestic prices for our PVC resins with reference principally to the prices paid by third generation producers in Brazil for imports of PVC, which generally reflect the Northeast Asian spot market price. Delivery time, quality and technical service also affect the levels of sales of PVC resins. We establish our domestic price for caustic soda based on North American spot market prices. Approximately 70.2% of our caustic soda sales in 2016 were made pursuant to agreements that are generally forone- to three-year terms and may include minimum and maximum prices.

Competition

PVC

We and Unipar (formerly Solvay) are the only two producers of PVC in Brazil. Unipar’s total Brazilian installed annual production capacity is 300,000 tons, compared to our annual production capacity of 710,000 tons. Unipar’s Brazilian production facilities are located in São Paulo, which is closer to the primary PVC market in Brazil than our facilities. However, we believe that our vertically integrated production capabilities, our modern PVC suspension plants, our strong relationship with our customers and our technical assistance programs enable us to make up for any competitive disadvantage due to distance and compete effectively with Unipar.

We also compete with Unipar’s Argentine production facilities and other importers of PVC. Unipar has a PVC plant in Argentina in addition to its plants in Brazil. Imports accounted for approximately 19.8% of Brazilian PVC consumption in 2016. Domestically produced PVC is currently competitively priced with imported PVC, considering that our price is based on international market.

In addition, wfe compete with other producers of thermoplastics that manufacture the same PVC products or substitutes for products in our PVC product line. Thermoplastic resins, principally polyethylene and polypropylene, are used in certain applications as substitutes for PVC. Wood, glass and metals also are used in some cases as substitutes for PVC.

Caustic Soda

The three largest Brazilian producers of caustic soda, including Braskem, accounted for 96.8% of Brazilian production in 2016. Our company and another international petrochemical company operate in this market throughout Brazil, while the other domestic producers of caustic soda generally operate on a local or regional basis. Imports accounted for 38.1% of Brazil’s total caustic soda consumption in 2016.

Our principal competitors in the caustic soda market elsewhere in South America are other international petrochemical companies operating in Brazil and producers located on the U.S. Gulf Coast.

Technology, Research and Development

Technology Licenses

Our Basic Petrochemicals Unit uses engineering process technology undernon-exclusive arrangements from a variety of sources for specific production processes. We have entered into severalnon-exclusive agreements with a number of leading petrochemical companies to use certain technology and catalysts for our Polyolefins Unit. Some of the license agreements used by our Polyolefins Unit allow us to use the licensed technology in both existing and

future plants. We have entered into severalnon-exclusive agreements with a number of leading petrochemical companies to use technology for our Vinyls Unit. We have entered into severalnon-exclusive agreements with a number of leading petrochemical companies to use certain technology and catalysts for the polypropylene production of our USA and Europe Unit. Some of the license agreements used by our USA and Europe Unit allow us to use the licensed technology in both existing and future plants. If any of the arrangements or licenses under which we use third-party technology were terminated or are no longer available to us, we believe that we would be able to replace this technology with comparable or better technology from other sources.

Our Mexico Unit has improvements and technical service agreements with its licensors for technology updates and to support the Mexico Unit’s operations. Over next 10 years, we will pay will pay royalties corresponding to the license fee value for HDPE units, while we paid aone-time license fee for our LDPE units.

We do not pay any continuing royalties under any of the arrangements or licenses used by our Basic Petrochemicals Unit or our Vinyls Unit. Most of the license agreements used by our Polyolefins Unit or our USA and Europe Unit do not require us to pay any continuing royalties. Under the license agreements that require continuing royalty payments, we pay royalties on a quarterly basis based on the volume of the products produced using the licensed technology.

Research and Development

Research and development (“R&D”) are key to developing a sustainable portfolio of solutions that address competitiveness, differentiation, carbon emission reductions and circularity. Our abilitymain priority is to compete in the markets that we serve depends onenable growth through upgrade and development of new technologies to ensure business perpetuity. A close relationship with innovation eco-system, customers and market amplifies our ability to integrate new production processes developed by our companyunderstand the current needs and third parties in order to lower our costs and offer new thermoplastic products. In addition, our relationships with our customers are enhanced by our ability to develop new products and customize existing products to meet their needs.anticipate future opportunities.

We develop projects throughnew technologies at our research and/orand development centers: (1) Innovation and Technology Center in Triunfo, Rio Grande do Sul, Brazil; (2) Innovation and Technology Center in Pittsburgh, Pennsylvania, United States; (3) Renewable Chemicals Research CenterBraskem Laboratory for Biotechnology Development in Campinas, São Paulo, Brazil; (4) Process Technology Development Center in Mauá, São Paulo, Brazil; (5) European Technical Center in Wessling, Bavaria,Wesseling, North Rhein Westphalia, Germany; and (6) Mexican Technical Center in Nanchital, Vera Cruz, Mexico, which(7) Braskem Renewable Innovation Center, in Lexington, USA, where we develop new processes, technologies, products and applications for many industrial sectors and which, asmarket segments. As of December 31, 2016, collectively2023, we had 302 employees.366 employees dedicated to R&D. Through these centers, we coordinate and maintainconduct our research and development programs, whichactivities that include the operation of (1) pilotscale-up (pilot plants (2) catalysis, polymerizationoperation), analytical testing, catalyst development and polymer sciences laboratories, and (3)testing, advanced materials characterization, process engineeringtechnology development and research capabilities on renewable sources and biotechnology.

In 2023, we invested R$181 million (US$36 million) in innovation and technology CAPEX, which includes the construction of a new renewable research center in Lexington, United States, that will be focused on the early-stage development of renewable technologies (biotechnology and catalytic routes) that will advance our carbon neutrality objectives.

The R&D portfolio has 82% of the projects with a positive sustainability score. That means we are developing products and technologies that have a positive impact in the environment. The positive impacts of these initiatives are related to reductions in water and/or energy consumption, chemical safety, greenhouse gas emissions, and circularity.

In 2023, we had relevant upgrades in our portfolio. For PP, we managed to significantly evolve in our impact copolymer grades in Europe and USA, addressing high-value segments, such as automotive and specialties (hygiene), and promoting higher flexibility in terms of production in our assets. For PE, we were able to advance in our green PE grades regarding the additive package, which should enable us to reach more restricted markets around the world. Moreover, our post-consumer resin (PCR) portfolio kept expanding in all regions, with several new grades launched. Finally, several developments were completed to reduce supplier vulnerability and improve the competitiveness of chemicals, additives, and catalysts.

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In 2023, the Company signed a cooperation agreement with Coolbrook, for the implementation of a project to electrify pyrolysis furnaces using the RotoDynamic Reactor technology (RDR) owned by Coolbrook, which carries out reactions through a rotary reactor powered by electricity. In 2023, the demonstration stage of naphtha cracking using steam generated by electricity from RDR technology was completed at a pilot plant in the Netherlands.

Additionally, we established an important partnership with the Countless consortium in Europe, which has 13 partners led by Vito NV. The main project of the partnership is the technical-economic evaluation of the first continuous catalytic hydrogenolysis of lignin on a demonstration-scale. Project partners will process the lignin-based chemical to demonstrate its applicability and cost-effectiveness. In addition, major advances have been achieved in biotechnology and catalytic research, with a focus on the proof of concept of new pathways to renewable sources. Our investmentsenergy.

Another partnership signed in 2023 that contributes to this avenue is with Lallemand Biofuels & Distilled Spirits (LBDS), for the development of renewable chemicals. The objective is to establish a technological and commercial approach to the research, development and commercialization of cutting-edge renewable alternatives to chemicals made from fossil raw materials. Using LBDS technology, the partnership will explore development for the solvents segment.

On recycling growth avenue, we launched several grades that contributed to the expansion of Braskem's portfolio of post-consumer resins, such as high-density polyethylene, made from landfill waste for use in lubricating oil packaging, and polypropylene, also from landfills, developed for injection modeling. Another portfolio development was the conversion of used raffia bags into new bags of the same material, through the reverse logistics program.

Regarding chemical recycling, we have made significant progress in developing a new catalytic depolymerization technology to produce basic chemicals (monomers) from plastic waste, which are classified as expenses, totaled R$162.0 millionthen used to produce new circular plastics. We achieved bench test results, and the pilot plant is expected to start in 2016, R$169.6 million2025, with technology commercially available in 20152030. The main advantages of this technology are its lower carbon footprint and R$128.1 million in 2014.

Braskem continues its effortsthe ability to develop solutions for products from renewableuse various plastic raw materials through internal projects and partnerships with Amyris and Michelin for isoprene production and with Genomatica for butadiene production.

In September 2016, we partnered with Made In Space, a leading developer of 3D printers for operation in zero gravity and an accredited NASA supplier. Made In Space developed the Additive Manufacturing Facility, the first commercial 3D printer permanently located outside of Earth. Currently installed in the International Space Station, this equipment uses biobased polyethylene resin produced at our plant in Triunfo, Rio Grande do Sul to fabricate various parts.materials.

Maintenance

Most of our maintenance is performed by third-party service providers. For example, we have contracts with Construtora Norberto Odebrecht, or CNO, aTenenge – Montagem e Manutenção Ltda. (a subsidiary of our controlling shareholder Odebrecht,Novonor S.A.), Asea Brown Boveri Ltd., Cegelec Ltda.,Ltd, Rip Serviços Industriais S.A., Cl Engenharia Ltda.S.A, In Haus Industrial and other service providers to perform maintenance for our basic petrochemical plants in the Northeastern Complex and in the Southern Complex.other units. We also perform some of our ordinary course maintenance with our small team of maintenance technicians, which also coordinate the planning and execution of maintenance services performed by third parties.

Basic PetrochemicalsChemicals Plants

Regular basic petrochemicalschemicals plant maintenance requires complete plant shutdowns from time to time, and these shutdowns usually take approximately 30 to 45 days to complete. We occasionally undertake brief shutdowns of the basic petrochemicalchemical operations at our basic petrochemical plants that do not materially affect our production output, primarily for maintenance purposes, catalyst regeneration and equipment cleaning. In addition, because we have two independent olefins units and two independent aromatics units at the Northeastern Complex and two independent olefins units at the Southern Complex, we may continue production of basic petrochemicalschemicals at these complexes without interruption, even while we perform certain maintenance services.

The next scheduled general maintenance shutdown of:

·the Mexico complex’s olefins unit is scheduled to take place in 2025;
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·the Rio de Janeiro complex’s olefins unit is scheduled to take place in 2025;
·the Southern complex’s olefins (Olefins II) and aromatics unit are scheduled to take place in 2026; and
·the Southeast complex’s aromatics and olefins unit is scheduled to take place in 2027.

[the Rio de Janeiro Complex’s olefins unit is scheduled to occur in 2017;

the Southern Complex’s olefins 2 and aromatics 2 units are scheduled to occur in 2018;

the Northeastern Complex’s aromatics 1 and olefins 1 units in 2019;

the Southern Complex’s olefins 1 and aromatics 1 units are scheduled to occur in 2020;

the São Paulo Complex’s olefins and aromatics units are scheduled to occur in 2020; and

the Northeastern Complex’s olefins 2 and aromatics 2 units are scheduled to occur in 2022.

Plants of Our Polyolefins, VinylsBrazil, and USA and Europe UnitsSegment

We have a regular maintenance program for each of our polyolefinspolyolefin plants. Production at each of our polyolefinspolyolefin plants generally is shut down for seven15 to 2030 days every two3 to three6 years to allow for regular inspection and maintenance. In addition, we undertake other brief shutdowns for maintenance purposes that do not materially affect our production of polyolefins. We coordinate the maintenance cycles of our polyolefinspolyolefin plants with those of our basic petrochemicals plants. While our basic petrochemicalschemicals facilities must be shut down for up to 3045 days every 6 to 8 years for maintenance, our polyolefins facilities may be shut down for shorter periods because these facilities are less complex to operate and maintain than our basic petrochemicalschemicals plants. Similarly, plants of our USA and Europe UnitSegment attempt to coordinate their maintenance cycles with the routines of their largest suppliers.

We have a regular maintenance program for each of our vinyls plants. Our Camaçari and AlagoasNortheast PVC plants are generally shut down for 15 to 2035 days every two or three years to allow for regular inspection and maintenance. Our caustic soda and chlorine plant in Alagoas shuts down once a year for threetwenty days of maintenance in different parts of the plant. Our caustic soda and chlorine plant in Camaçari does not require prolonged maintenance shutdowns and is shut down for two or three days each year.

Environmental Regulation

In each of the countries in which we operate, our operationsWe, like other petrochemical producers, are subject to stringent federal, state and local environmental laws and regulations governing the discharge of effluents and emissions into the environment andconcerning human health, the handling and disposal of industrial wastesolid and otherwise relatinghazardous wastes and discharges of pollutants into the air, water and soil, among others. Petrochemical producers are sometimes subject to the protection of the environment.

Our consolidated annual expenditures on environmental control were R$325.3 million in 2016, R$221.9 million in 2015 and R$190.0 million in 2014. Our consolidated environmental expenses relate to our continuous control and monitoring policies, and we do not expect to have any material future environmental liabilities. However, our environmental compliance costs are likely to increaseunfavorable market perceptions as a result of the projected increase in our production capacityenvironmental impact of their business, which can have an adverse effect on their results of operations.

Costs and projected increases in unit costs for treatmentcapital expenditures relating to environmental, health or safety matters are subject to evolving regulatory requirements and disposalwill depend on the timing of industrial waste, as well as the costpromulgation and enforcement of compliance with future environmental regulations.specific standards which impose the requirements.

We had established a provision for recovery of potential environmental liabilities in the amount of R$254.0 million as of December 31, 2016.

Compliance with Environmental Laws in Brazil

The Brazilian government enacted an Environmental Crimes Law in 1998 that imposes criminal penalties on corporations and individuals causing environmental damage. Corporations found to be polluting can be fined up to R$50.0 million, have their operations suspended, be prohibited from government contracting, be required to repair damage that they cause and lose certain tax benefits and incentives. Executive officers, directors and other individuals may be imprisoned for up to five years for environmental violations.

OurWe make all reasonable efforts to ensure that our operations are in compliance in all material respects with applicable Brazilian environmental laws and regulations currently in effect. Our internal audit processes and our management system in place aim to ensure that the permits that will expire be renewed in a timely manner. However, changes to applicable laws and regulations may require us to revise our standards, which may take time to implement. Some environmental studies that we have commissioned have indicated instances of environmental contamination at certain of our plants. In addition, we and certain executive officers of our company and of our subsidiariesexecutive officers have received notices from time to time ofrelated to minor environmental violations and are or have been subject to investigations or legal proceedings with respect to certain alleged environmental violations. These environmental issues, and any future environmental issues that may arise, could subject us to fines or other civil or criminal penalties imposed by Brazilian authorities. We are addressing all environmental issues of which we are aware, and we believe that none of these issues will have a material adverse effect on our business, financial condition or results of operations.

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Operating Permits

Under Brazilian federal and state environmental laws and regulations, we are required to obtain operating permits for our manufacturing facilities. If any of our environmental licenses and permits lapse or are not renewed or if we fail to obtain any required environmental licenses and permits, we may be subject to fines ranging from R$500 to R$50.050 million, and the Brazilian government may partially or totally suspend our activities and impose civil and criminal sanctions on our company or both.us.

Each State in which we operate has its own environmental standards and state authorities in each state have issued operating permits that must be renewed periodically. Additionally, all projects for the installation and operation of industrial facilities in the Northeastern Complex, Southern Complex, São Paulo Complex, and Rio de Janeiro Complex and Alagoas plants are subject to approval by various environmental protection agencies, which must approve installed projects prior to their commencement of operations and must renew such approval periodically thereafter. State authorities have issued operating permits for all of our plants, as follows: the Northeastern Complex (State of Bahia); Southern Complex (State of Rio Grande do Sul), São Paulo Complex and Cubatão, Santo André, Mauá and Paulínia plants (State of São Paulo), Rio de Janeiro Complex (State of Rio de Janeiro) and our Alagoas plants (State of Alagoas). We make all reasonable efforts to ensure that our operations in Brazil are in possession ofcompliance in all necessarymaterial respects with applicable Brazilian federal, state, and local environmental laws and regulations currently in effect, and we have an internal audit process and a management system in place assuring that the permits and do not expect to have difficultythat will expire be renewed in renewing any of them.a timely manner.

Industrial Waste

Companhia Riograndense de Saneamento, or Corsan, a state-owned sanitation company, operates an integrated system for liquid effluents treatment, or Sitel, in the Southern Complex. Sitel treats wastewater generated by our companyus and the other petrochemical producers at the Southern Complex at a liquid effluents treatment station located in the Southern Complex. This treatment station also includes a system for the collection of contaminated wastewater and disposal after treatment. We treat wastewater generated by our companyus at the Rio de Janeiro Complex at a liquid effluentseffluent treatment station located in the Rio de Janeiro Complex. This treatment station also includes a system for the collection and disposal of contaminated wastewater. Hazardous solid waste isco-processed in cement kilns or incinerated and other kinds of solid waste are disposed of in landfills at facilities approved by our company.landfills.

We treat wastewater generated by our companyus at the São Paulo Complex at a liquid effluentseffluent treatment station located in the São Paulo Complex. This treatment station also includes a system for the collection and disposal of contaminated wastewater. Hazardous waste generated at the São Paulo Complex is incineratedco-processed in cement kilns or incinerated and other kinds of solid waste are disposed of in landfills.

In our Bahia facilities, all wastewater is transported to Cetrel, aour wastewater treatment facility. Solidfacility at Cetrel. Hazardous liquid and solid waste are incinerated at high temperatures and non-hazardous solid waste is incineratedco-processed and sent to cement customers to be used as energy in cement kilns or incinerators and the remainingkilns. Other kinds of solid waste isare disposed of in landfills.

Additionally, we have a series of recycling programs that includerecycling of solid waste and wastewater. We recycle or reuse 26.2% of the solid waste generated by our facilities and 22.9% of the water used in our production processes.

In our Alagoas Complex,plants, organochlorines waste is incinerated, producing steam and wastewater. All wastewater is treated at a treatment station located in the complex. Solid waste is separated and disposed of in landfills.

AsbestosAdditionally, we have a series of recycling programs that include recycling of solid waste and wastewater. As of December 31, 2023, we recycled or reused 58% of the solid waste generated by our facilities and 19% of the water used in our production processes.

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Mercury

Our largestAs of April 8, 2020, our chlor-alkali plant located in Alagoas previously used asbestosBahia based on mercury cell technology to produce chlorineshut down following the end of the facility’s useful life, and caustic soda. Such technology can no longer be used in new petrochemical production facilities under Brazilian legislation and the global trendit has been to ban this technology. As a result, in November 2016, we concluded our shift to newer diaphragm technologydecommissioned. The decommissioning strategy involves equipment’s decontamination/dismantling, and banned asbestos technology from our plants.appropriate waste destination.

Currently, the Company is dismantling the entire Unit (except the areas of demercurization of effluents and solid waste), disposing of its properly decontaminated waste, as well as planning the most appropriate strategies for diagnosis and remediation of potentially contaminated areas, which should be implemented as soon as the disassembly of the Unit and demolition of the Cell House shed are completed.

Compliance with Environmental Laws in the United States

Our operations in the United States are subject to U.S. federal, state and local laws and regulations governing the discharge of effluents and emissions into the environment; the generation, storage, handling, management, transportation and disposal of hazardous waste, industrial waste and other types of waste; the use, storage, and handling of various types of products and materials; and the protection of human health, safety and the environment. In many instances, specificSuch laws include but are not limited to, the Clean Air Act, the Clean Water Act of 1970, the Toxic Substances Control Act (“TSCA”), the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), and the Resource Conservation and Recovery Act (“RCRA”), and their implementing regulations. Specific permits must be obtained for particularto authorize certain types of operations, emissions or discharges. For example, our facilities in Texas, Pennsylvania, and West Virginia are required to maintain various permits relating to air quality and treatment of industrial wastewater, and to comply with regulatory requirements relating to waste management. We are in possession of necessary permits to operate our facilities. We believe that ourOur operations in the United States are in compliance in all material respects with applicable U.S.United States federal, state and local environmental laws and regulations currently in effect.

As with the U.S. petrochemical industry generally, costs associated with compliance with existing and anticipated laws and regulations increases the overall cost of operating our U.S. plants, including operating costs and capital costs to construct, maintain, and upgrade equipment and facilities. These laws and regulations have required, and are expected to continue to require, us to make, expenditures of both a capital and an expense nature.

The Clean Air Act, which was last amended in 1990, requires the United States Environmental Protection Agency, or the EPA, to set National Ambient Air Quality Standards or the NAAQS,(“NAAQS”) for pollutants considered harmful to public health and the environment. The Clean Air Act requires periodic review of the science upon which the standards are based and of the standards themselves. NAAQS for ozone and fine particulate matter (referred to as PM2.5), promulgated by the EPA have resulted in identification of nonattainment areas throughout the country, including certain areas within Texas, Pennsylvania, and West Virginia, where Braskem America operates facilities. As a result of these nonattainment designations by the EPA, state or local air pollution control agencies are required to apply permitting and/or control requirements intended to reduce emissions of ozone precursors (nitrogen oxides and volatile organic compounds), and fine particles (including PM2.5 precursors), in order to demonstrate attainment with the applicable NAAQS. Such requirements may include imposition of offset requirements and could result in enhanced emission control standards. In addition,

The last time EPA reviewed the NAAQS for ozone was in 20152020. At that time, EPA determined to retain the EPA reevaluated the sufficiency of the current PM2.5 NAAQS. This reevaluation could result in more stringent ambient standards, which could in turn translate into additional state-specific requirements to further reduce allowable emission rates for PM2.5 or its precursor pollutants. In October 2016, the EPA lowered the primary and secondary NAAQS for ozone of ..070 ppm. On February 7, 2024, EPA announced that it was significantly lowering the primary (health-based) annual NAAQS for PM2.5 from 0.075 ppm12.0 µg/m3 to 0.070 ppm.9.0 µg/m3. Any states in nonattainment with the new standard will be required to revise implementation plans to demonstrate what steps they will take to further reduce the concentration of PM2.5 in the ambient air to come into attainment, including through regulating PM2.5’s precursor pollutants. Such state-specific requirements would become applicable, if at all, following a multi-year process. Regulationsprocess, because the plans require EPA approval. In turn, state regulations implementing this changechanges consistent with the states’ revised implementation plans will likely not be promulgated for several years.

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In addition to permitting and/or control requirements that may result from the implementation of the NAAQS at the state or local level, the EPA may promulgate new or revised federal New Source Performance Standards or National Emission Standards for Hazardous Air Pollutants that would apply directly to certain facility operations and may require the installation or upgrade of control equipment in order to satisfy applicable emission limits and/or operating standards under these regulatory programs. The EPA’s currently-proposed regulations in this area would not specifically apply to Braskem America’s operations.

Additionally, there are various legislative and regulatory measures to address greenhouse gas emissions from coal-fired energy plants which are in various stages of review, discussion or implementation by Congress and the EPA. In October 2015, the EPA finalized new regulations (known as the Clean Power Plan) aimed at lowering greenhouse gas emissions from existing, new and reconstructed coal-fired electric generating units. InHowever, in February 2016, the Supreme Court stayed implementation of the Clean Power Plan pending judicial review.review as to whether it exceeded the EPA’s authority, but EPA later repealed the rule before it went before the Supreme Court. At the same time, EPA promulgated a replacement for the Clean Power Plan called the Affordable Clean Energy Rule (“ACER”). On January 19, 2021, the D.C. Circuit vacated ACER. Parties appealed to the U.S. Supreme Court and petitions for certiorari were granted. The Supreme Court reversed the D.C. Circuit on other grounds, and in response, the D.C. Circuit reinstated ACER, but held the case in abeyance while EPA undertook a new rulemaking to replace ACER with a new rule governing greenhouse gas emissions from existing fossil-fuel-fired power plants. Because ACER was technically vacated when its original deadline for states to submit implementation plans passed, EPA extended the deadline for state plan submittal to April 15, 2024. On May 23, 2023, EPA proposed to repeal ACER and simultaneously establish revised New Source Performance Standards for new fossil fuel-fired stationary combustion turbine EGUs and certain modified fossil fuel-fired steam generating units. EPA also proposed emission guidelines for greenhouse gas emissions from existing fossil fuel-fired steam generating EGUs, which include both coal-fired and oil/gas-fired steam generating EGUs, and from the largest, most frequently operating existing stationary combustion turbines. On March 26, 2024, EPA signaled its intention to re-propose the emission guidelines for existing electric generating unit combustion turbines based on stakeholder input. While it is currently not possible to predict the final impact, if any, that these regulations may have on Braskem America or the U.S. petrochemical industry in general, they could result in increased utility costs to operate our facilities in the United States. The EPA’s proposed regulations in this area do not specifically apply to Braskem America’s operations but could have a collateral effect. In addition, future regulations limiting greenhouse gas emissions of carbon content of products, which target specific industries such as petrochemical manufacturing could adversely affect our ability to conduct Braskem America’s business and also may reduce demand for its products.

Compliance with Environmental Laws in Mexico

Braskem Idesa in Mexico is subject to federal, state and local laws and regulations that govern the discharge of effluents and emissions to the environment; the generation, storage, handling, management, transportation and disposal of hazardous waste, industrial waste and other types of waste; the use, storage and handling of various types of products and materials; and the protection of human health, safety and the environment. Specific permits may be required for certain types of operations.

Ethylene and Aromatic Hydrocarbons Mixture production require permission of the Secretary of Energy and Federal Commission for Sanitary Risks (COFEPRIS) related to risk management and public health, The EPA’s currently-proposedMexican legislation regulates the emission of particles, ozone, fixed sources and everything related to GHGs. There are regulations on water, effluent treatments and specific conditions for discharge of the effluent. Our operations in this area would not specifically applyMexico are in compliance in all material respects with applicable Mexican federal, state and local environmental laws and regulations currently in effect.

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In Mexico, the Federal Attorney’s Office for Federal Environmental Protection (PROFEPA) verifies compliance with the Mexican Regulation and Permits through audits.

Failure to Braskem America’s operations.comply with Mexican regulations may lead to economic and administrative penalties, including Operations shutdown in certain cases.

Compliance with Environmental RegulationLaws in Germany and the European Union

Our operations in Germany are subject to German federal, state and local laws and regulations governing the discharge of effluents and emissions into the environment and the handling and disposal of industrial waste and otherwise relating to the protection of the environment and waste management. Our operations in Germany are in compliance in all material respects with applicable German federal, state and local environmental laws and regulations currently in effect.

As with the petrochemical industry in the European Union generally, compliance with existing and anticipated German laws and regulations increases the overall cost of operating our European business, including operating costs and capital costs to construct, maintain and upgrade equipment and facilities. These laws and regulations have required and are expected to continue to require us to make expenditures of both a capital and an expense nature.

At our Schkopau and Wesseling facilities in Germany, facilities, we are required to maintain air, radiation, waste water and waste management permits from the German government and local agreements relating to the treatment of industrial wastewaters.permits. We are in possession of all necessary permits.

Furthermore, our Wesseling and Schkopau facilities in Germany facility isare subject to existing European greenhouse gasGHG regulations and a cap and tradecap-and-trade program relating to emissions. We have purchased sufficient carbon dioxide emissions permits for itsour operations until 2018,2023, provided it operates under normal business conditions. We will purchase any additional permits that may be required on the emission trade market. We are not aware of any new environmental regulations that would materially affect our European operations. Accordingly, we cannot estimate the potential financial impact of any future European Union or German environmental regulations.

Environmental RegulationSustainability

In April 2018, our board of directors approved our policy on global sustainable development. Its objective is to encourage economic growth, environmental preservation and social justice by developing sustainable solutions related to chemical and plastic production. In connection with these goals, we have developed a three-pronged approach: (1) seek and develop sustainable sources and operations, (2) develop and deliver a portfolio of sustainable products and services, and (3) work with our clients to offer sustainable solutions that benefit society as a whole.

Circular Economy

Consistent with our purpose of contributing to the transition from a linear economy into a circular economy, effectively demonstrating our commitment to sustainable development, we announced in Mexico2018 our global positioning statement titled “Braskem’s Positioning in the Circular Economy.”

Our operationsIn the statement, we announced eight key global initiatives, which are: (i) partnerships with clients and value chain to develop new products that increase efficiency, recycling and reuse; (ii) more investments in Mexico are subjectrenewable products; (iii) development and support of new technologies and the recycling chain; (iv) programs to several environmental lawsengage consumers in conscientious consumerism, proper disposal and regulations concerning human health,recycling; (v) use of science tools to select the handlingmost sustainable options; (vi) adoption of recycling indicators for plastic packaging; (vii) partnerships to understand, prevent and disposalsolve the problem of marine debris; and (viii) incentives for policies to improve solid and hazardous wastes and discharges of pollutants into the air, soil and water. Under Mexican law, Braskem Idesa is required to obtain environmental and operating permits for the operation of its Mexico Complex. We believe that our operations in Mexico are in compliance in all material respects with applicable Mexican federal, state and local environmental laws and regulations currently in effect.waste management.

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Property, Plant and Equipment

Our properties consist primarily of petrochemical production facilities in:

Camaçari in the State of Bahia;

Triunfo in the State of Rio Grande do Sul;

Duque de Caxias in the State of Rio de Janeiro;

São Paulo, Paulínia, Cubatão, Santo André and Mauá in the State of São Paulo;

Maceió and Marechal Deodoro in the State of Alagoas;

the United States in La Porte, Freeport and Seadrift, Texas, Marcus Hook, Pennsylvania, Neal, West Virginia;

Germany in Schkopau and Wesseling; and

Coatzacoalcos in Mexico.
·Camaçari, in the State of Bahia;
·Triunfo, in the State of Rio Grande do Sul;
·Duque de Caxias, in the State of Rio de Janeiro;
·São Paulo, Paulínia, Cubatão, Santo André and Mauá, in the State of São Paulo;
·Maceió and Marechal Deodoro, in the State of Alagoas;
·the United States, in La Porte, Freeport and Seadrift, Texas; Marcus Hook, in Pennsylvania; Neal and West Virginia;
·Germany, in Schkopau and Wesseling; and
·Coatzacoalcos, in Mexico.

For more information, see note 1312 to our audited consolidated financial statements included elsewhere in this annual report.

Our principal executive offices are located in São Paulo, in the State of São Paulo, and we have an administrative support office in the City of Salvador, in the State of Bahia.Bahia, Brazil, in Philadelphia, in the State of Pennsylvania, in the United States, and in Rotterdam, in Netherlands. We also have equity interests in investments located in other parts of the country. We own all of our production facilities, but we generally rentlease our administrative offices.

The following table sets forth our properties as of December 31, 20162023, by location of facilities, products produced and size of plant.

Type of Product or Service

Location of Facilities

Size of Plant

 Size(in hectares)(1)
ChemicalsTriunfo152.8
ChemicalsSanto André74.1
ChemicalsCamaçari65.5
ChemicalsDuque de Caxias53.0
ChemicalsMexico23.6
PolypropylenePaulínia39.7
PolyethyleneTriunfo30.5
PolyethyleneCamaçari24.5
PolyethyleneCubatão17.6
PolyethyleneSanto André15.8
PolyethyleneDuque de Caxias15.0
PolyethyleneMexico14.9
PolypropyleneLa Porte, Texas87.0
PolypropyleneNeal, West Virginia27.1
PolypropyleneMauá15.8
PolypropyleneDuque de Caxias15.0
PolypropyleneCamaçari13.2
PolypropyleneTriunfo10.0
PolypropyleneMarcus Hook, Pennsylvania6.9
PolypropyleneFreeport, Texas8.9
PolypropyleneSeadrift, Texas2.5
PolypropyleneSchkopau, Germany3.7
PolypropyleneWesseling, Germany26.0
Caustic soda/chlorineMaceió15.0
PVC/caustic soda(2)/chlorine(2)Camaçari12.6
PVCMarechal Deodoro186.7
Distribution CenterVila Prudente/Capuava3.2

(1)One hectare equals 10,000 square meters.

(2)In January 2020, Braskem announced the permanent shutdown of Plantits chlor-alkali production facility located in Camaçari, in the State of Bahia. The shutdown is explained by the end of the facility’s useful life and started in April 2020, following the applicable safety standards and seeking to protect people, local communities and the environment.
 
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   (in hectares)(1)

Basic petrochemicals

Triunfo152.8

Basic petrochemicals

Santo André74.1

Basic petrochemicals

Camaçari65.5

Basic petrochemicals

Duque de Caxias53.0

Basic petrochemicals

Mexico23.6

Polypropylene

Paulínia39.7

Polyethylene

Triunfo30.5

Polyethylene

Camaçari24.5

Polyethylene

Cubatão17.6

Polyethylene

Santo André15.8

Polyethylene

Duque de Caxias15.0

Polyethylene

Mexico14.9

Polypropylene

La Porte, Texas87.0

Polypropylene

Neal, West Virginia27.1

Polypropylene

Mauá15.8

Polypropylene

Duque de Caxias15.0

Polypropylene

Camaçari13.2

Polypropylene

Triunfo10.0

Polypropylene

Marcus Hook, Pennsylvania6.9

Polypropylene

Freeport, Texas8.9

Polypropylene

Seadrift, Texas2.5

Polypropylene

Schkopau, Germany3.7

Polypropylene

Wesseling, Germany26.0

Caustic soda/chlorine

Maceió15.0

PVC/caustic soda/chlorine

Camaçari12.6

PVC

Marechal Deodoro186.7

Distribution Center

Vila Prudente/Capuava3.2

(1)One hectare equals 10,000 square meters.

We believe that all of our productionoperating facilities are in good operating condition. As of December 31, 2016,2023, the consolidated net book value of our property, plant and equipment was R$29,336.738,405 million.

The following properties are mortgaged or pledged to secure certain of our financial transactions: (1) our basic petrochemicalschemicals plant and our polyethylene plant located in the Southern Complex;Northeastern Complex (2) our chlor-alkalichemicals plant and PVCpolyethylene plant located in the Northeastern Complex;State of São Paulo; (3) our basic petrochemicals plant and our polyethylene plant located in São Paulo Complex; (4) our chlor-alkali plant and PVC plant located in the State of Alagoas; (5)(4) our basic petrochemicalschemicals plant, our polyethylene plant and our polypropylene plant located in the Rio de Janeiro Complex; and (6)(5) our basic petrochemicalchemical plant and our polyethylene plants located in Mexico.

Insurance

In addition to the policies described below for our Brazilian and international operations, we maintain other insurance policies for specific risks, including general and product liability, directors and officers liability, coverage, workers’ compensation, employers practice liability, automotive, marine cargo and charterer’scharterers’ liability insurance, among others.

We do not anticipate having any difficulties in renewing any of our insurance policies and believe that our insurance coverage is reasonable in amount and consistent with industry standards applicable to chemical companies operating globally.

Operations in Brazil, Mexico, the United States and Germany

We carry insurance for all our plants against material damage and consequent business interruption through comprehensive “all risk” insurance policies.

The “all risks” insurance program for our plants provides for a total replacement value of US$27.8 billion for property damage. This insurance program is underwritten through separate policies in Brazil, Mexico, the United States and Germany by large insurance companies. The leading insurers are Mapfre (rating S&P A-), Inbursa (rating S&P AAA). These policies are in placevalid until October 2018.2024.

Set forth is a table with additional information related to our all riskall-risk insurance policies.

Policy / Region
US$ bn

Value at risk —
PD + BI (1)

Indemnity Limit

PD + BI (1)

Brazil28.53.3
Mexico(2)5.72.2
USA and Germany(2)4.51.1

 

Policy / Region

US$ bn

  Value at risk -
Property
Damage
   Combined
Damage and
Interruption Limit
   Property
Business
   

Comments

Brazil

   21.7    3.375     Limit increased from US$ 2 bn to US$ 3.375 bn.

Mexico

   4.4    3.153     Natural Hazard Limit increased from US$ 1.5 bn to US$ 2bn.

USA and Germany

   1.7    0.33     

Limit increased from US$ 250 million to US$ 330 million;

Limit for flood and wind and named storm of US$ 300 million in the aggregate and US$ 200 million per event.

(1)PD = Property Damage; BI = Business Interruption.
(2)Includes coverage for acts of terrorism.

Our policies provide coverage for losses that arise from accidents relating tocaused by or resulting from fire, explosion, and machinery breakdown, among others, and consequential business interruption, with maximum indemnity periods ranging from 12 to 3334 months, depending on the plant and/or coverage.

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As part of our program, we also contract other insurance policies to cover specific risks, including general civil liability, the civil liability of directors and offices (“D&O”), environmental liability, domestic and international credit operations, charterers’ liability, marine cargo, etc.

New projects can be covered for construction/erection all risks under the existing Property policies or through a standalone project-specific policy.

We have third-party liabilityrelevant exposure to operational risks, and our insurance policy requires coverage to be contracted through a complex insurance program involving multiple insurers and reinsurers in the commercial market, which have limited and variable capacity to offer insurance policies over time. In order to seek alternatives for our operations, which cover losses for damages caused to third parties from our operationsthe composition of hedges, the possibility of transferring operational risks through the mutual insurer “Everen” was identified. Everen is a global leader in the energy sector, including oil and products, including environmental damage caused by pollution. These policies have a maximum aggregate limit of US$300 million for Brazil, the United Statesgas, refining, chemical and Germany.

The material damage insurance for our plants provides coverage for losses due to accidents resulting from fire, explosionpetrochemicals, electric power and machinery breakdown, among others. This coveragemining and has a maximum indemnification limitportfolio of US$2 billion per event (combined material damage and business interruption coverage) for the Brazilian plants and US$250 million (combined material damage and business interruption coverage, excluding flood and earthquake damages, which have an indemnity limit of US$200 million per event) for our plants in the United States and Germany. Our policies have deductibles ranging from US$250,000selected participants. In addition to US$20 million, depending on the plant and/or coverage.

The business interruption coverage under our policies provides coverage for losses resulting from interruptions dueproviding a stable capacity to any material damage covered by the property policy. The losses are covered with maximum indemnity periods ranging from 12 to 24 months and deductibles ranging from 45 to 90 days, depending on the plant and/or coverage.

As a part of our insurance program, we also have a third-party liability policy for our operations, which covers losses for damages caused to third parties from our operations and products, including sudden environmental pollution. This policyBraskem, Everen has a maximum indemnification limit of US$300 million per occurrence subjectstructure in which there is reciprocal cooperation among the insured companies participating in a known risk environment, in addition to a US$250,000 deductible.

Operations in Mexico

We have anlower administrative cost compared to the commercial insurance program in force for our operation in Mexico, which is comparable to existing programs for large companies in the industry throughout the world. This program includes: (1) propertymarket, providing less volatile and business interruption coverage up to an aggregate amount of US$3,153 million, (2) terrorism coverage up to a limit of US$1,212 million, (3) marine cargo coverage up to a limit per shipment of US$6 million, (4) general liability with indemnity limit of US$210 million per event and (5) pollution liability with a maximum indemnification limit of US$50 million.potentially more competitive insurance premiums.

Compliance

We have adopted a Code of Conduct, a Compliance System Policy on Compliance in Acting Ethically with Integrity and Transparency,an Anti-corruption Policy, and several internal policiesdirectives designed to guide our management, employees and counterparties and to reinforce our principles and rules for ethical behavior and professional conduct. We maintain an Ethics Line managed by a third party available for employees andnon-employees. Every whistleblower complaint is impartially investigated by an independent team. The Ethics Committee and submitted for evaluation by our Ethics Committee.the Statutory Compliance and Audit Committee are notified on the results and upcoming plans.

Following our discovery of vulnerabilitiesIn addition to the above, the company has normative documents in ourplace that rule and/or establish standards concerning, among others, risk management, purchases, sales, internal controls, internal audit, corporate credit card, delegation of authority, due diligence, conflicts of interest, business courtesies, investigations, sponsorships and donations, travels, interactions with public agents, transactions with related parties.

We have also put into practice specific compliance goals for our leadership and formal engagement with certain initiatives, such as the UN Global Compact and the Business Pact for Integrity and Against Corruption established by the Ethos Institute in connectionBrazil. In 2023, we also committed to Transparency 100%, an initiative of the UN Global Compact to promote corporate transparency in Brazil.

In March 2020, based on the certification report issued by the independent monitors who have monitored us for three years, Brazil’s Federal Prosecutor’s Office (Ministério Público Federal), or the MPF confirmed the monitoring conclusion, the effectiveness of our compliance program and compliance with the Investigation, we have designed and implemented remediation efforts to improve and evolve our Global Governance and Compliance system, including a series of efforts designed to ensure that every vulnerability that permitted the occurrenceobligations of the material weaknesses in our internal control over financial reporting described in “Item 15. ControlsMPF Agreement. Later, on May 13, 2020, the DoJ and Procedures” is mitigated. We expect such measures to be implemented and producing the desired effects bySEC confirmed the end of 2017. We have taken the following measures, among others: (a) establishedmonitoring provided for in the agreements with such authorities. In addition, the Brazilian General Controller`s Office (Controladoria Geral da União - CGU) has concluded the monitoring of the Compliance Committee (as defined below)Program on August 14, 2023.

In 2021, the Company was granted the certification ISO 37001 – Anti-bribery Management Systems, published by the International Organization for Standardization (ISO), (b) hired a Chief Compliance Officer (as defined below) and increased staffing and resources forattesting that our Internal Controls, Risk Management, Compliance and Internal Audit departments, (c) createdanti-bribery management system complies with the rule’s standards developed by ISO.

This certification is granted by an Internal Audit department, (d) incorporated anti-corruption clausesexternal auditor certified by INMETRO. QMS Certification was the external auditor responsible to certify Braskem in our contracts with third-parties, (e)��adopted the Policy on Compliance in Acting Ethically with Integrity and Transparency, (f) developed and implemented training programs for our directors, senior management and other employees, (g) enhanced vendor data, due diligence, procurement and payment procedures and associated controls, and (h) redesigned our process for monitoringin-transit inventory of raw materials, including naphtha. Furthermore, we implemented a new set of controls in the fourth quarter of 2016 that improved the processes in connection with manual journal entries, monitoring of payments of commissions and ledger accounts. We have also taken actions to implement controls within the process of posting entries in the inventory and trade payable balance accounts for naphtha imports processed by Braskem Netherlands. Finally, we have improved the internal controls of monitoring of debits obligations in Braskem Idesa. We believe that these steps, taken together, will provide additional supervision, approval and review of accounting transactions and will enable us to better prevent and detect potential issues in our internal controls. For more information, see “Item 6. Directors, Senior Management and Employees—Directors and Senior Management” and “Item 15. Controls and Procedures.”2021-2023 cycle.

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ITEM 4A.4.A UNRESOLVED STAFF COMMENTS

Not Applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements as of December 31, 20162023, and 20152022 and for the three years ended December 31, 2016,2023, included in this annual report, as well as with the information presented under “Presentation of Financial and Other Information”Information.”

For a discussion of our results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021, please see “Item 5. Operating and “Item 3. Key Information—Selected Financial Review and Other Information.”Prospects—A. Operating Results— Statement of Profit or Loss —Year Ended December 31, 2022 Compared to the Year Ended December 31, 2021” on pages 126-149 of our annual report on Form 20-F for the year ended December 31, 2022.

The following discussion contains forward-looking statements that involve risks and uncertainties.uncertainties and related impacts on our historical and future results of operations and financial condition. Our actual results may differ materially from those discussed in the forward-looking statements as a result of various factors, including those set forth in “Cautionary Statement with Respect to Forward-Looking Statements” and “Item 3. Key Information—Risk Factors.”

Overview

Our results of operations for the years ended December 31, 2016, 20152023, 2022 and 20142021 have been influenced, and our results of operations will continue to be influenced, by a variety of factors, including:

·GDP growth in the regions where we operate, including as follows:
oBrazil’s GDP, which grew 3.1% in 2023, as compared to 2.9% in 2022 and 5.0% in 2021, which affected the demand for our products and, consequently, our sales volume;
othe U.S. GDP, which grew 2.5% in 2023, as estimated in a report released by BEA on January 2024, as compared to 2.1% in 2022 and 7.0% in 2021, which affected the demand for our products and, consequently, our sales volume;
oEurope’s GDP, which grew 0.5% in 2023, as estimated in a report released by the European Central Bank on January 30, 2024, as compared to 3.4% in 2022 and 5.4% in 2021, which affected the demand for our products and, consequently, our sales volume;
oMexico’s GDP, which grew 3.4% in 2023, as estimated in a report released by INEGI on December 30, 2024, as compared to 2.9% in 2022 and 4.7% in 2021, which affected the demand for our products and, consequently, our sales volume; and
oaccording to the IMF, the world’s GDP is expected to expand 3.1% in 2023, as compared to 3.5% in 2022 and 6.1% in 2021; it is projected to expand 3.1% in 2024;
·the expansion or contraction of global production capacity for the products that we sell and the growth rate of the global economy;
·the international market price of naphtha, one of our main raw materials, expressed in U.S. dollars, which has a significant impact on the cost of producing our products and which experienced a high level of volatility during the year ended December 31, 2023, fluctuating in a range between US$550 and US$719 per ton during such period, compared to fluctuation in a range between US$594 and US$1,012 per ton during 2022;
·the international market price of propylene in the Unites States, one of our main raw materials, expressed in U.S. dollars, which has a significant impact on the cost of producing our products and which experienced a high level of volatility during the year ended December 31, 2023, fluctuating in a range between US$761 and US$1,279 per ton during such period, compared to fluctuation in a range between US$705 and US$1,587 per ton during 2022;
Brazil’s GDP, which contracted 3.6% in 2016, as compared to a contraction of 3.8% in 2015 and growth of 0.1% in 2014, which affects the demand for our products and, consequently, our domestic sales volume;

the U.S. GDP, which expanded 1.6% in 2016, as compared to growth of 2.6% in 2015 and 2.4% in 2014, which affects the demand for our products and, consequently, our domestic sales volume;

Europe’s GDP, which expanded 1.7% in 2016, as compared to growth of 2.0% in 2015 and 0.9% in 2014, which affects the demand for our products and, consequently, our domestic sales volume;

the expansion of global production capacity for the products that we sell and the growth rate of the global economy;

the international market price of naphtha, our principal raw material, expressed in U.S. dollars, which has a significant impact on the cost of producing our products and which has been volatile during the three years ended December 31, 2016, fluctuating in a range between US$293 and US$462 per ton during 2016, US$387 and US$551 per ton during 2015 and US$492 and US$952 per ton during 2014;

the average domestic prices of our principal products expressed in U.S. dollars, which fluctuate to a significant extent based on international prices for these products and which also have a high correlation to our raw material costs;

our crackers’ capacity utilization rates, which increased in 2016 as result of the improvements in processes and the investments made over recent years, as well as our capacity to export any surplus not absorbed by Brazil’s domestic market;

government industrial policy;

sales outside Brazil, which remained stable at R$23.1 billion in 2016 from R$23.2 billion in 2015;

 
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·the average Brazilian prices of resins expressed in U.S. dollars, which fluctuate to a significant extent based on international prices for these products and which also have a high correlation to our raw material costs;
·our crackers’ average capacity utilization rates, which in 2023 were lower (9.8% less), explained mainly by the production adjustment during the year in the face of global demand lower growth and the scheduled maintenance shutdown at the petrochemical complex in Bahia;
·government industrial policies in the countries and regions in which we operate;
·changes in thereal/ real/U.S. dollar exchange rate, including the appreciation of thereal against the U.S. dollar by 16.5%7.2% in 2016, as compared to2023, 6.5% in 2022, and a depreciation of 47.0%7.4% in 2015 and 13.4% in 2014;2021.

·the level of our outstanding indebtedness and fluctuations in benchmark interest rates in Brazil, which affect our interest expenses on ourreal-denominated real-denominated floating rate debt and financial income on our cash and cash equivalents, and fluctuations in the LIBORSOFR rate, which affect our interest expenses on our U.S. dollar-denominated floating rate debt;

·the inflation rate in Brazil, which was 7.2%4.6% in 2016, 10.7% in 2015 and 3.8% in 2014, in each case,2023, as measured by theIGP-DI, IBGE (Índice Nacional de Preços ao Consumidor Amplo, or “IPCA”), and the effects of inflation on our operating expenses denominated inreais and ourreal-denominated real-denominated debt that is indexed to take into accountconsider the effects of inflation or bears interest at rates that are partially adjusted for inflation; and

the tax policies and tax obligations.
·tax policies and tax obligations.

Our financial condition and liquidity isare influenced by various factors, including:

our ability to generate cash flows from our operations and our liquidity;

prevailing Brazilian and international interest rates and movements in exchange rates, which affect our debt service requirements;

·our ability to generate cash flows from our operations;
·prevailing Brazilian and international interest rates and movements in exchange rates, which affect our debt service requirements;
·our ability to continue to be able to borrow funds from international and Brazilian financial institutions and to sell our debt securities in the international and Brazilian securities markets, which is influenced by a number of factors discussed below, including the adverse effect of any pandemic on the world economy and our business, financial condition and results of operations;
·our capital expenditure requirements, which consist primarily of maintenance of our operating facilities, expansion of our production capacity and research and development activities; and
·the requirement under Brazilian law and our by-laws that we pay dividends on an annual basis in an amount equal to at least 25% of our adjusted net income (calculated as net income for the financial year, after absorption of accumulated losses and for reserves, including legal reserves, pursuant to applicable law, or “Adjusted Net Income”), unless our board of directors, in accordance with applicable law, reports to our annual shareholders’ meeting that the distribution would be incompatible with our financial condition at that time, provided that payment of any minimum preferred dividends is not affected. Our fiscal council must opine on any suspension of the mandatory distribution.
109 

Recent Developments

Paulista Agreement

The State of São Paulo Attorney General’s Office (“PGE”) published, on February 7, 2024, Resolution No. 6/24 that regulates the program “Paulista Agreement”, created with the enactment of Law No. 17,843, which allows the regularization of ICMS debts with a discount on the amount of interest, fines, and attorney fees. On March 17, 2024, PGE accepted the Company’s request to include two legal proceedings with a provision on December 31, 2023, in this program, reducing the amount to be ablepaid from R$346 million to borrow fundsR$66 million and authorizing its payment in 120 monthly installments from internationalApril 2023 to March 2034. On December 31, 2023, the related provisions with respect to these claims was R$346 million.

Alagoas State Public Defender’s Office filed a Public-interest civil action against the Company

In March 2024, we were informed of the Public-interest Civil Action filed by DPE against us, seeking, among other requests, to challenge clause 69 of the Agreement for Socio-environmental Reparation (payment of R$ 150 million for collective moral damages) alleging that there were facts subsequent to the date of the agreement that would give rise to additional damages.

DPE sustains that: (i) the waiver set forth in the Agreement for Socio-environmental Reparation would not cover future damages; (ii) the transfer of the property of the PCF to Braskem would violate constitutional principles; (iii) the damage caused should be fairly compensated; (iv) collective existential damages should be compensated; and Brazilian financial institutions(v) we should be condemned for illicit profit, yet to be liquidated.

Based on such allegations, it requests, as a preliminary measure: (i) the suspension of clause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of us; (ii) the imposition of inalienability to the PCF area until the final and unappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure.

On the merits, it requests, among others: (i) the loss of all properties subject to the PCF, with the possibility of reverting the area to the victims or to public domain, in addition to the conviction of us to the payment, as collective and social moral damages, to the same amount spent by us for material damages; (ii) the conviction of us, as existential damages, for the loss of all properties subject to the PCF; (iii) the conviction of us for illicit profit, with the loss of the PCF properties, in addition to the payment of the amounts the Company obtained due to its alleged illicit conduct (to be determined in a liquidation proceeding); (iv) subpoena to the Investor Relations Officer, for the purposes of regulatory obligations, with publication of a relevant fact. The value of the case attributed by the DPE is R$150 million. Management, supported by the opinion of external legal advisors, classifies the probability of loss in this case as possible.

Classification of investment in Cetrel as non-current asset held for sale

In March 2024, the Company met the criteria to classify its investment in the subsidiary Cetrel as a non-current asset held for sale. Cetrel provides environmental solutions in water, effluents and reuse, incineration of hazardous industrial waste, management and remediation of contaminated areas, environmental monitoring, and environmental data management. Management is evaluating to sell our debt securitiespart of its shares in Cetrel, aiming to enhance its potential growth as long the operational safety conditions of the Petrochemical Complex in Camaçari - Bahia are maintained. The carrying amount of Cetrel in December 2023 is R$383 million.

Braskem Idesa waiver extension

On March 28, 2024 Braskem Idesa obtained a new extension of the waiver related to a leverage ratio covenant until March 30, 2025.

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Prepayment of debentures

In April 2024, the debenture issued in August 2022, in the international and Brazilian securities markets, which is influenced by a numberamount of factors discussed below;

R$ 750 million plus interests, were fully prepaid.

our capital expenditure requirements, which consist primarily of maintenance of our operating facilities, expansion of our production capacity and research and development activities; and

the requirement under Brazilian Corporate law and ourby-laws that we pay dividends on an annual basis in an amount equal to at least 25% of our adjusted net income, unless our board of directors deems it inconsistent with our financial position and the decision of our board of directors is ratified by our shareholders.

Financial Presentation and Accounting Policies

Presentation of Financial Statements

We have prepared our audited consolidated financial statements as of December 31, 20162023, and 20152022 and for each of the years ended December 31, 2016, 20152023, 2022 and 2014 in accordance with IFRS.

Our consolidated financial statements have been prepared2021 in accordance with IFRS, 10 (Consolidated Financial Statements).as issued by the IASB.

Operating Segments and Presentation of Segment Financial Data

We believe that our organizational structure asAs of December 31, 2016 reflected2023, our business activities andoperations were organized into three segments, which corresponded to our principal production processes, products and production processes. As of December 31, 2016, we had six production business units and reported our results by six correspondingservices. Our reportable segments to reflect this organizational structure:

were as follows:

·our Brazil Segment, which includes:
(i)Basic Petrochemicals—This segment includes (1) our production and sale of basic petrochemicalsolefins at the chemical complex located in Camaçari, in the State of Bahia, or the Northeastern Complex, the olefins complex located in Triunfo, in the State of Rio Grande do Sul, or the Southern Complex, ,thethe olefins complex located in Capuava, in the State of São Paulo, or the São Paulo Complex and the olefins complex located in Duque de Caxias, in the State of Rio de Janeiro, Complex, and (3) our or the Rio de Janeiro Complex;
(ii)supply of utilitieselectricity and other inputs produced atin these complexes to second generationsecond-generation producers including some producers owned or controlled by our company.located in the petrochemical complexes;

(iii)Polyolefins—This segment includes the production in Brazil and sale of polyethylene,PE, including the production of “green polyethylene”PE” from renewable resources, and polypropylenePP produced by our company.us in Brazil; and

(iv)USA and Europe—This segment includes the operations of our five polypropylene plants in the United States and the operations of our two polypropylene plants in Germany.

Mexico—This segment includes the operations of our polyethylene plants in the Mexican state of Veracruz.

Vinyls—This segment includes our production and sale of PVC, caustic soda and caustic soda.specialties;

We have included a reconciliationThe Brazil Segment accounted for net revenue of the results of operationsR$49,512 million, including exports from Brazil, or 69.3% of our segments, as they existed asconsolidated net revenue of December 31, 2016, to our consolidated results of operations under “—Results of Operations” below.all reportable segments;

·our USA and Europe Segment, which includes our production, operations and sale of polypropylene in the United States and Germany. This segment accounted for net revenue of R$17,507 million, or 24.5% of our consolidated net revenue of all reportable segments; and
·our Mexico Segment, which includes our production, operations and sale of ethylene, HDPE (high-density polyethylene) and LDPE (low-density polyethylene) in Mexico. This segment accounted for net revenue of R$4,449.1 million, or 6.2% of our consolidated net revenue of all reportable segments.

Significant accounting policies

The presentationIn 2023, 2022 and 2021, 56.7%, 58.2% and 52.9% of our financial conditionnet revenue, respectively, related to sales performed in Brazil, and results of operations in conformity with IFRS requires us to make certain judgments43.3%, 41.8% and estimates regarding the effects of matters that are inherently uncertain and that impact the carrying value47.1% of our assetsnet revenue in 2023, 2022 and liabilities. Actual results could differ2021 was derived from these estimates. In order to provide an understanding about how we form our judgments and estimates about certain future events, including the variables and assumptions underlying the estimates, and the sensitivity of those judgments to different variables and conditions, we have included comments related to the following significant accounting policies under IFRS:international operations.

 
111 
Table of Contents Impairment of property, plant and equipment andnon-financial assets.Our goodwill based on expected future profitability as of December 31, 2016 was R$2,058.9 million. The recoverable value of property, plant and equipment and other noncurrent assets including intangible assets (other than goodwill based on expected future profitability) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable value of goodwill based on expected future profitability is reviewed for impairment on an annual basis. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of (1) an asset’s fair value less costs to sell; and (2) its value in use. For the purposes of assessing impairment, assets are grouped at the lowest level for which there are separately identifiable cash flows that can be cash-generating units or operating segments.Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Our impairment tests of goodwill consider the operations at (1) the Southern Complex in the Basic Petrochemicals Unit, (2) the Polyolefins Unit and (3) the Vinyls Unit.

At the end of 2016, Braskem conducted this test using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:

   Allocated
goodwill
   Cash flow
(CF)
   Book value (i)   CF/Book
value
 

CGU and operating segments

        

CGU - UNIB - South

   926,854    7,312,051    1,991,908    3.7 

Operating segment - Polyolefins

   939,667    26,858,040    5,144,650    5.2 

Operating segment - Vinyls

   192,353    3,282,147    2,979,167    1.1 

(i)This item includes, in addition to goodwill, the long-lived assets and working capital of each operating segment.

The assumptions adopted to determine the discounted cash flow are described in note 3.4(b) to our audited consolidated financial statements. We used a WACC of 13.08% per annum for our Basic Petrochemicals Unit and our Polyolefins Unit and an adjusted WACC of 14.4% per annum for the Vinyls Unit, which was adopted for the 5 years of the projection and to reflect the tax incentive described in note 29(a). To calculate the perpetuity of this business unit, the same discount rate adopted by the other business units was used. The WACC adopted for 2015 was 13.91% per annum. The inflation rate adopted for perpetuity was 4.7%.

Given the potential impact on cash flows of the “discount rate” and “perpetuity”, Braskem conducted a sensitivity analysis based on changes in these variables, with cash flows shown in the table below:

   +0.5% on
discount rate
   -0.5% on
perpetuity
 

CGU and operating segments

    

CGU - UNIB - South

   6,978,365    6,951,557 

Operating segment - Polyolefins

   25,752,618    25,663,810 

Operating segment - Vinyls

   3,160,037    3,167,252 

The main assumptions used for projecting cash flows are related to the projections for macroeconomic indicators, international prices and global and local demand in the countries where Braskem has production plants.

The macroeconomic indicators are provided by a widely recognized consulting firm and include items such as: exchange, inflation and interest rates, as well as other indicators.

The prices of key petrochemical products are obtained from projections formulated by an international consulting firm. However, the final prices take into consideration meetings of specific internal committees and the knowledge of our experts in the formulation of price references for each market. For the projected period, most of the prices projected internally were more conservative than those originally projected by the international consulting firm.

As in the case of prices, global demand projections also are contracted from a specific consulting firm and, in the markets where we operate directly, are taken into account in determining local demand.

In the Vinyls Unit, which main product is PVC, the amount of projected cash flow exceeded the book value of the assets by 10%. The main variables affecting this business are related to fluctuations in the exchange rate, international spreads (especially those related to the prices of naphtha, PVC and caustic soda) and local demand in Brazil. Fluctuations in these variables that differ from our projections could lead to cash flow that is lower than the value of the assets. As a result, a reduction in the PVC spread inreais(taking into consideration the combined effect of exchange rates and international prices) of 4.3% or a reduction in local demand of 12.2% would result in a cash flow equivalent to the book value of the assets.

We did not record any impairment charges in the years ended December 31, 2016, 2015 and 2014. As of December 31, 2016, we do not believe that any of our cash generating units were at risk of impairment.

  Valuation of derivative instruments. We use swaps,non-deliverable forwards and other derivative instruments to manage risks from changes in foreign exchange, interest rates and commodities prices. We record these instruments at their estimated fair market value based on market quotations for similar instruments, and based on standardmark-to-market practices, which take into account reliable market curves for interest rates, foreign exchange rates and commodities prices.

Deferred Income Tax and Social Contribution. We recognize deferred income tax and social contribution assets and liabilities based on the differences between the financial statement carrying amounts and the tax basis of assets and liabilities using prevailing tax rates. We regularly review any deferred income tax and social contribution assets for recoverability and reduce their carrying value based on our historical taxable income, projected future taxable income and the expected timing of any reversals of existing temporary differences. If one of our subsidiaries operates at a loss or is unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or the time period within which the underlying temporary differences become taxable or deductible, we evaluate the need to reduce partially or completely the carrying value of our deferred income tax and social contribution assets.

Provisions and Contingencies.We are currently involved in numerous judicial and administrative proceedings, as described under “Item 8. Financial Information—Legal Proceedings,” and in notes 22 and 23 to our audited consolidated financial statements. We record accrued liabilities for provisions that we deem probable of creating an adverse effect on our results of operations or financial condition. For the main contingencies that we deem possible of creating an adverse effect on our results of operations or financial condition, we disclose relevant information regarding the proceedings in accordance with IAS 37. Additionally, the contingencies assumed in a business combination for which an unfavorable outcome is considered possible are recognized at their fair value on the acquisition date. We believe that these judicial and administrative proceedings are properly recognized or disclosed in our financial statements.

Pension plans. For defined benefit plans that we sponsor, we calculate our funding obligations based on calculations performed by independent actuaries using assumptions provided by the plan’s management, such as interest rates investment returns, and levels of inflation, and provided by the actuaries, such as mortality rates and future employment levels. Collectively, these assumptions directly impact our liability for accrued pension costs and the amounts we record as pension costs, although individual assumptions are not expected to be material.

Useful life of long-lived assets. We recognize the depreciation of long-lived assets based on their estimated useful life, which in turn is based on industry practices and previous experience. However, the actual useful life can vary based on the current state of technologies at each unit. The useful life of the long-lived asset also affects the impairment testing. We do not believe that there are any indications of material change in the estimates and assumptions used in the calculation or the impairment losses of long-lived assets. However, if the actual results are not consistent with the estimates and assumptions used in the future cash flows estimating the fair value of the assets, we could be exposed to potentially significant losses.

Valuation of assets and liabilities in business combinations.We have entered into certain business combinations that we have accounted for in accordance with IFRS. In this regard, we hire and supervise the specialized service providers to evaluate the fair value of the assets acquired and liabilities assumed. We allocate the cost of the entity acquired to the assets acquired and liabilities assumed, on a fair value basis, estimated at the date of acquisition. Any difference between the cost of the acquisition and the fair value of the assets acquired and liabilities assumed is recorded as goodwill or a gain on bargain purchase. We exercise significant judgment in the process of identifying the tangible and intangible assets and liabilities, valuing such assets and liabilities in determining the remaining useful life. Assumptions used to value those assets and liabilities include estimates of discounted cash flows or discount rates and may result in a difference between the estimated and actual values. If the actual results are not consistent with the estimates and assumptions used, we could be exposed to potentially significant losses.

Principal Factors Affecting Our Results of OperationsRecent Developments

Growth of Brazil’s GDP and Domestic Demand for Our Products

Our sales in Brazil represented 51.7% of our net sales revenue in the year ended December 31, 2016. Thus, we are significantly affected by economic conditions in Brazil. Our results of operations and financial condition have been, and will continue to be, affected by the growth rate of Brazilian GDP because our products are used in the manufacture of a wide range of consumer and industrial products.

The following table sets forth the growth rates of Brazilian GDP and domestic apparent consumption for polyethylene, polypropylene and PVC for the periods presented.

   Year Ended December 31, 
   2016  2015  2014  2013  2012 

Brazilian GDP

   (3.6)%   (3.8)%   0.1  3.0  1.9

Brazilian consumption of polyethylene

   (1.3)%   (3.2)%   0.6  8.0  1.3

Brazilian consumption of polypropylene

   1.1  (8.3)%   (2.6)%   4.6  3.8

Brazilian consumption of PVC

   (2.3)%   (16.0)%   (2.3)%   12.5  0.9

Source: Brazilian government and Tendencias Consultoria.

Brazilian GDP growth has fluctuated significantly, and we anticipate that it will likely continue to do so. Our management believes that economic growth in Brazil should positively affect our future net sales revenue and results of operations. However, continued low growth or a recession in Brazil would likely reduce our future net sales revenue and have a negative effect on our results of operations.

In 2014, the Brazilian economy continued to face challenges, registering low GDP growth. The decrease in consumer confidence, demonstrated by the deceleration of consumption, and weaker external demand affected most economic sectors, including the industrial and services sectors, which registered decreased growth as compared to 2013. As a result, Brazilian consumption volumes of thermoplastic resins declined by 2.6% for polypropylene and 2.3% for PVC. Brazilian consumption volumes of polyethylene remained stable.

In 2015, Brazil was affected by the continued political crisis, lower-than-expected GDP growth in China (6.9%, the lowest in 25 years), declines in international commodity prices and weakening currencies in emerging economies, led by thereal. Key sectors in the Brazilian economy, such as services, construction and infrastructure, experienced a slowdown which affected the labor market by reducing income levels and consequently household spending and investment. According to the IBGE, Brazil’s GDP contracted 3.8% in 2015. As a result, Brazilian consumption volumes of thermoplastic resins declined by 3.2% for polypropylene, 3.8% for polyethylene and 16.0% for PVC.

In 2016, indicators for economic growth in Brazil were weaker than expected, with negative GDP growth for the year, primarily due to lower borrowing as a result of higher levels of debt held by households and businesses. These factors, combined with the persistent bottlenecks contributing to Brazil cost and the prolonged political and institutional crisis, affected the country’s economy, which resulted in lower demand for resins in the Brazilian market. As a result, Brazilian consumption volumes of thermoplastic resins declined by 2.3% for PVC and 1.3% for polyethylene.

Brazil’s Macroeconomic EnvironmentPaulista Agreement

The following table shows data inflation,State of São Paulo Attorney General’s Office (“PGE”) published, on February 7, 2024, Resolution No. 6/24 that regulates the program “Paulista Agreement”, created with the enactment of Law No. 17,843, which allows the regularization of ICMS debts with a discount on the amount of interest, ratesfines, and attorney fees. On March 17, 2024, PGE accepted the U.S. dollar exchange rate forCompany’s request to include two legal proceedings with a provision on December 31, 2023, in this program, reducing the amount to be paid from R$346 million to R$66 million and asauthorizing its payment in 120 monthly installments from April 2023 to March 2034. On December 31, 2023, the related provisions with respect to these claims was R$346 million.

Alagoas State Public Defender’s Office filed a Public-interest civil action against the Company

In March 2024, we were informed of the periods indicated.Public-interest Civil Action filed by DPE against us, seeking, among other requests, to challenge clause 69 of the Agreement for Socio-environmental Reparation (payment of R$ 150 million for collective moral damages) alleging that there were facts subsequent to the date of the agreement that would give rise to additional damages.

   December 31, 
   2016  2015  2014  2013 

Real growth in gross domestic product

   (3.6)%   (3.8)%   0.1  2.3

Inflation(IGP-M)(1)

   7.2  10.5  3.7  5.5

Inflation (IPCA)(2)

   6.2  10.7  6.4  5.9

CDI rate(3)

   13.6  14.1  11.6  9.8

LIBOR rate(4)

   0.9  0.6  0.3  0.2

Depreciation of the real vs. U.S. dollar

   4.3  41.8  9.0  10.5

Period-end exchange rate—US$1.00

  R$3.259  R$3.905  R$2.656  R$2.343 

DPE sustains that: (i) the waiver set forth in the Agreement for Socio-environmental Reparation would not cover future damages; (ii) the transfer of the property of the PCF to Braskem would violate constitutional principles; (iii) the damage caused should be fairly compensated; (iv) collective existential damages should be compensated; and (v) we should be condemned for illicit profit, yet to be liquidated.

Sources: Fundação Getúlio Vargas,Based on such allegations, it requests, as a preliminary measure: (i) the Central Banksuspension of clause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of us; (ii) the imposition of inalienability to the PCF area until the final and Bloombergunappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure.

(1)Inflation(IGP-M) is the general market price index measured by the Fundação Getúlio Vargas.
(2)Inflation (IPCA) is a broad consumer price index measured by the Instituto Brasileiro de Geografia e Estatística.
(3)The CDI rate is average of inter-bank overnight rates in Brazil (as of the last date of the respective period).
(4)Three-month U.S. dollar LIBOR rate as of the last date of the period. The LIBOR rate is the London inter-bank offer rate.

On the merits, it requests, among others: (i) the loss of all properties subject to the PCF, with the possibility of reverting the area to the victims or to public domain, in addition to the conviction of us to the payment, as collective and social moral damages, to the same amount spent by us for material damages; (ii) the conviction of us, as existential damages, for the loss of all properties subject to the PCF; (iii) the conviction of us for illicit profit, with the loss of the PCF properties, in addition to the payment of the amounts the Company obtained due to its alleged illicit conduct (to be determined in a liquidation proceeding); (iv) subpoena to the Investor Relations Officer, for the purposes of regulatory obligations, with publication of a relevant fact. The value of the case attributed by the DPE is R$150 million. Management, supported by the opinion of external legal advisors, classifies the probability of loss in this case as possible.

EffectsClassification of Fluctuationsinvestment in Exchange Rates between theReal and the U.S. DollarCetrel as non-current asset held for sale

Our results of operations and financial condition have been, and will continueIn March 2024, the Company met the criteria to be, affected by the rate of depreciation or appreciation of thereal against the U.S. dollar because:

a substantial portion of our net sales revenue is denominated in or linked to U.S. dollars;

our costs for some of our raw materials, principally naphtha and certain catalysts required in our production processes, are incurred in U.S. dollars or are linked to U.S. dollars;

we have operating expenses, and make other expenditures, that are denominated in or linked to U.S. dollars; and

we have significant amounts of U.S. dollar-denominated liabilities that require us to make principal and interest payments in U.S. dollars.

Virtually all of our sales are of petrochemical products for which there are international market prices expressed in U.S. dollars. We generally attempt to set prices that take into account (1) the international market prices for our petrochemical products, and (2) in Brazil, variations in thereal/U.S. dollar exchange rate. As a result, although a significant portion of our net sales revenue is denominated inreais, substantially all of our products are sold at prices that are based on international market prices that are quoted in U.S. dollars.

Fluctuations in thereal will affect the cost of naphtha and other U.S. dollar-linked or imported raw materials. The price of naphtha, raw material, is linked to the U.S. dollar. The pricing formula includedclassify its investment in the contract with Petrobras under which we purchase naphthasubsidiary Cetrel as a non-current asset held for our basic petrochemical plantssale. Cetrel provides environmental solutions in water, effluents and reuse, incineration of hazardous industrial waste, management and remediation of contaminated areas, environmental monitoring, and environmental data management. Management is evaluating to sell part of its shares in Cetrel, aiming to enhance its potential growth as long the operational safety conditions of the Petrochemical Complex in Camaçari - Bahia are maintained. The carrying amount of Cetrel in December 2023 is R$383 million.

Braskem Idesa waiver extension

On March 28, 2024 Braskem Idesa obtained a new extension of the waiver related to a leverage ratio covenant until March 30, 2025.

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Prepayment of debentures

In April 2024, the debenture issued in August 2022, in the Northeastern Complexamount of R$ 750 million plus interests, were fully prepaid.

Financial Presentation and in the Southern Complex includes a factor that adjusts the price to reflect thereal/U.S. dollar exchange rate.Accounting Policies

The depreciationPresentation of thereal against the U.S. dollar generally increases the production cost forFinancial Statements

We have prepared our products and we generally attempt to increase the Brazilian prices for our products inreais (to the extent possible in light of then-prevailing market conditions in Brazil), which may result in reduced sales volumes of our products. To the extent that our price increases are not sufficient to cover the increased costs for raw materials, our operating margin decreases. Conversely, the appreciation of thereal against the U.S. dollar generally decreases the production cost for our products and we generally decrease the Brazilian prices for our products inreais, which may result in increased sales volumes of our products. In periods when thereal/U.S. dollar exchange rate is highly volatile, there is usually a lag between the time when the U.S. dollar appreciates or depreciates and the time when we are able to pass on increased costs, or are required to pass on reduced costs, inreais to our customers in Brazil. These pricing discrepancies decrease when thereal/U.S. dollar exchange rate is less volatile.

Braskem can enter intoaudited consolidated financial derivatives transactions to mitigate exchange rate risk associated with exposure to costs inreais. Those operations can include call and put options and related strategies. For example, Braskem may apply a hedging strategy referred to as collar, which is composed of the purchase of a put option associated with the simultaneous sale of a call option, where both options having the same maturity. In this case, if thereal depreciates and the strike price of the call exceeds the exchange rate of the option’s exercise date, we may incur significant financial losses. However, since those strategies will be implemented only fornon-speculative purposes (in accordance with our financial policy), potential losses on derivatives transactions will be offset by more competitive fixed costs inreais.

Our consolidated U.S. dollar-denominated indebtedness represented 85.0% of our outstanding indebtednessstatements as of December 31, 2016. As a result, when thereal depreciates against the U.S. dollar:

the interest costs on our U.S. dollar-denominated indebtedness increase inreais, which adversely affects our results of operations inreais;

the amount of our U.S. dollar-denominated indebtedness increases inreais,2023, and 2022 and our total liabilities and debt service obligations inreais increase; and

our financial expenses tend to increase as a result of foreign exchange losses that we must record, mitigated by our decision to designate, on May 1, 2013, part of our U.S. dollar-denominated liabilities as a hedge for our future exports.

Appreciationeach of thereal against the U.S. dollar has the converse effects.

Export sales and sales by our USA and Europe Unit, which enable us to generate receivables payable in foreign currencies, tend to provide a hedge against a portion of our U.S. dollar-denominated debt service obligations, but they do not fully match them. To further mitigate our exposure to exchange rate risk, we try, where possible, to enter into trade finance loans for our working capital needs, which funding is generally available at a lower cost because it is linked to U.S. dollar exports.

Effects of Brazilian Inflation

Brazilian inflation affects our financial performance by increasing some of our operating expenses denominated inreais (and not linked to the U.S. dollar). A significant portion of our costs of sales and services rendered, however, are denominated in or linked to the U.S. dollar and are not substantially affected by the Brazilian inflation rate. Some of ourreal-denominated debt is indexed to take into account the effects of inflation. Under this debt, the principal amount generally is adjusted with reference to the General Price Index—Market (Índice Geral de Preços—Mercado), an inflation index, so that inflation results in increases in our financial expenses and debt service obligations. In addition, a significant portion of ourreal-denominated debt bears interest at the TJLP or the CDI rate, which are partially adjusted for inflation.

Effect of Sales Outside Brazil on Our Financial Performance

We have significant production capacity located outside of Brazil from our plants located in the United States, Germany and Mexico.

During the year years ended December 31, 2016, 48.4% of our net sales revenue was derived from sales of our products outside Brazil as compared with 49.4% during 20152023, 2022 and 44.0% during 2014. Net sales revenues derived from sales outside Brazil decreased by 0.3% during 2016, and increased by 16.7% during 2015 and 13.4% during 2014.

During the year ended December 31, 2016, sales to customers in countries in the Americas (other than Brazil) accounted for 57.9% of our sales outside Brazil. During the year ended December 31, 2016, sales to customers in Europe accounted for 16.4% of our sales outside Brazil, and sales to customers in East Asia and Other accounted for 25.7% of our sales outside Brazil.

During the past several years, as the relative cost of naphtha and gas as feedstocks for petrochemical crackers has diverged, the profit margins of many naphtha crackers, including ours, have decreased as crackers using gas as feedstock have become thelow-cost producer in the global markets. However, since gas crackers are unable to produce theco-products and byproducts that naphtha crackers generate, such as propylene, butadiene and BTX products, the prices of these products in the international markets have increased. As a result of the increased prices available for most of theseco-products and byproducts, our net sales revenue from export sales of these products increased.

Cyclicality Affecting the Petrochemical Industry

Global consumption of petrochemical products has increased significantly over the past 30 years. Due to this growth in consumption, producers have experienced periods of insufficient capacity for these products. Periods of insufficient capacity, including some due to raw material shortages, have usually resulted in increased capacity utilization rates and international market prices for our products, leading to increased domestic prices and operating margins. These periods have often been followed by periods of capacity additions, which have resulted in declining capacity utilization rates and international selling prices, leading to declining domestic prices and operating margins.

We expect that these cyclical trends in international selling prices and operating margins relating to global capacity shortfalls and additions will likely persist, principally due to the continuing impact of four general factors:

cyclical trends in general business and economic activity produce swings in demand for petrochemicals;

during periods of reduced demand, the high fixed cost structure of the capital intensive petrochemicals industry generally leads producers to compete aggressively on price in order to maximize capacity utilization;

significant capacity additions, whether through plant expansion or construction, can take three to four years to implement and are therefore necessarily based upon estimates of future demand; and

as competition in petrochemical products is, in most cases,focused on price, being alow-cost producer is critical to improved profitability. This favors producers with larger plants that maximize economies of scale, but construction of plants with high capacity may result in significant increases in capacity that can outstrip demand growth.

A variety of petrochemical companies have announced plans to build significant additional ethylene production capacity, primarily in Asia, the Middle East and North America. According to IHS, 30.7 million tons of annual global ethylene capacity is scheduled to be commissioned between 2017 and 2021 including approximately 9.3 million tons of annual capacity in China, 2.9 million tons of annual capacity in the Middle East and 11.3 million tons of annual capacity in North America. According to IHS, the majority of the new capacity in China will be based on coal as their principal feedstock. The majority of the new capacity in the Middle East will be based on ethane as their feedstock, either as the only raw material, or with another feedstock for flexible crackers. However, expansions of ethylene capacity are frequently subject to delays, and we cannot predict when the planned additional capacity will be commissioned, if at all.

International pricing pressures increased in 2011 and 2012 as the price differential between naphtha and gas increased and producers using ethane as raw materials were able to maintain competitive margins at sales prices lower than those required by some naphtha based producers. In 2013, the global economy showed signs of recovery, as reflected by the improved performance of the U.S. economy and indications that the euro zone had begun to emerge from crisis. This scenario helped support a recovery in the profitability of the global petrochemical industry, and the spreads for thermoplastic resins and main basic petrochemicals improved during the year. In 2014, world GDP growth fell short of initial forecasts for the year, reflecting the slower growth in emerging economies and in the euro zone. However, the recovery in the U.S. economy and the good performance of other developed markets, such as the United Kingdom, had a positive impact on the world economy in 2014. In 2015 crude oil prices fell sharply, which reduced the competitive advantage ofgas-based producers compared to naphtha-based producers.

The combination of the decline in oil prices, and consequently the decline in naphtha prices, the main feedstock used by the global petrochemical industry, which registered an average price in 2016 of US$385 per ton, down 16.6% from 2015, as well as the cancelation and postponements of previously announced petrochemical projects, supported healthy thermoplastics resins spreads.

We believe that the pricing scenario for the short-term is marked by caution. As expected, petrochemical prices have followed the downward trend in naphtha prices, which in turn followed the downward trend in crude oil markets. However, it is expected that the improvement in the world economy will continue to positively influence the demand and profitability of the sector in the short term.

Based on historical growth of demand for polyethylene, polypropylene and PVC, we believe that the additional capacity introduced in the market in 2014, 2015 and 2016 will be absorbed by the market in the medium-term. However, the production generated by this increase in capacity may lead to continued pressure on prices in the international markets and an increase in competition from imports in the Brazilian markets, which could adversely affect our net sales revenues, gross margins and overall results of operations.

Effects of Fluctuations in Naphtha, Ethane, Propane and Propylene Prices

Fluctuations in the international market price of naphtha have significant effects on our costs of goods sold and the prices that we are able to charge our customers for our first and second generation products. Political instability in the Middle East or similar events that may occur in the future may lead to unpredictable effects on the global economy or the economies of the affected regions, have had and may continue to have negative effects on oil production and price volatility, consequently driving naphtha and petrochemical prices higher worldwide.

The price of ethane and propane in the Mont Belvieu region in Texas is used as a reference for our costs of feedstocks. Any future developments that affect the U.S. supply/demand balance for natural gas may adversely affect the Mont Belvieu price of natural gas (including ethane, propane and butane) and increase our production costs or decrease the price of petrochemical products. External factors and natural disasters such as hurricanes, harsh winters or industry developments, such as shale gas exploration, may disrupt the supply of natural gas, thereby increasing the cost, which may materially adversely affect our cost of sales and results of operations.

Effects on Cost of Sales

Naphtha is the principal raw material used by our Basic Petrochemicals Unit and, indirectly, in several of our other business units. Naphtha and condensate accounted for 63.1% of the total cost of sales of our Basic Petrochemicals Unit during 2016. Naphtha accounted for 42.7% of our direct and indirect consolidated cost of sales and services rendered during 2016.

The cost of naphtha varies in accordance with international market prices, which fluctuate depending upon the supply and demand for oil and other refined petroleum products. We purchase naphtha under a long-term supply contract with Petrobras, and we import naphtha from other suppliers through our terminal at Aratú in the State of Bahia and Petrobras’ terminal at Osório in the State of Rio Grande do Sul. The prices that we pay for naphtha under these arrangements, other than our supply contract with Petrobras, are based on the Amsterdam-Rotterdam-Antwerp market price for naphtha. As a result, fluctuations in the Amsterdam-Rotterdam-Antwerp market price for naphtha have had a direct impact on the cost of our first generation products.

Our contracts with Petrobras provide for naphtha prices based on Amsterdam-Rotterdam-Antwerp (ARA) quotations. The volatility of the quotation of this product in the international market, thereal/U.S. dollar exchange rate, and the level of carbon disulfide, a contaminant of the naphtha that is delivered, also influence the price of naphtha that we purchase from Petrobras. We believe that these contracts have reduced the exposure of the cost of our first generation products to fluctuations in the Amsterdam-Rotterdam-Antwerp market price for naphtha.

The international price of naphtha has fluctuated significantly in the past, and we expect that it will continue to do so in the future. Significant increases in the price of naphtha and, consequently, the cost of producing our products, generally reduce our gross margins and our results of operations to the extent that we are unable to pass all of these increased costs on to our customers, and may result in reduced sales volumes of our products. Conversely, significant decreases in the price of naphtha and, consequently, the cost of producing our products, generally increase our gross margins and our results of operations and may result in increased sales volumes if this lower cost leads us to lower our prices. In periods of high volatility in the U.S. dollar price of naphtha, there is usually a lag between the time that the U.S. dollar price increases or decreases and the time that we are able to pass on increased, or required to pass on reduced, costs to our customers in Brazil. These pricing discrepancies decrease when the U.S. dollar price of naphtha is less volatile.

We do not currently hedge our exposure to changes in the prices of naphtha because a portion of our sales are exports payable in foreign currencies and linked to the international market prices of naphtha and also because the prices of our polyethylene, polypropylene and PVC products sold in Brazil generally reflect changes in the international market prices of these products.

Effects on Prices of Our Products

The prices that we charge for many of our basic petrochemical products are determined by reference to the European contract prices for these products. Because European producers of basic petrochemical products primarily use naphthaIFRS, as a raw material, changes in the European contract prices are strongly influenced by fluctuations in international market prices for naphtha. To the extent that our prices are based on the European contract prices for our products, the prices that we charge for these products are significantly influenced by international market prices for naphtha.

We negotiate the prices inreais for part of our products, principally polyethylene, polypropylene and PVC, on a monthly basis with our domestic customers. We attempt to revise our prices to reflect (1) changes in the international market prices of these products, which tend to fluctuate in tandem with naphtha prices, especially for polyethylene, and (2) the appreciation or depreciation of therealagainst the U.S. dollar. However, during periods of high volatility in international market prices or exchange rates, we are sometimes unable to fully reflect these changes in our prices in a prompt manner.

The international market prices of our petrochemical products have fluctuated significantly, and we believe that they will continue to do so. Volatility of the price of naphtha and the upward trend in the price of petroleum and naphtha have effects on the price competitiveness of our naphtha-based crackers and our resins. Because pricing trends for naphtha and ethane have diverged in recent years to a greater extent than has been the case historically, producers of ethylene and resin products derived from ethane generally have experienced lower unit raw material costs than naphtha-based producers of these products. As a consequence, significant increases in the pricing differential between naphtha and gas increases the competitiveness of products derived from ethane and may result in pricing pressure in the international markets.

Significant increases in the international market prices of our petrochemical products and, consequently, the prices that we are able to charge, generally increase our net sales revenue and our results of operations to the extent that we are able to maintain our operating margins and increased prices do not reduce sales volumes of our products. Conversely, significant decreases in the international prices of our petrochemical products, and, consequently, the prices that we charge, generally reduce our net sales revenue and our results of operations if we are unable to increase our operating margins or these reduced prices do not result in increased sales volumes of our products.

Capacity Utilization

Our operations are capital intensive. Accordingly, to obtain lower unit production costs and maintain adequate operating margins, we seek to maintain a high capacity utilization rate at all of our production facilities.

The table below sets forth capacity utilization rates with respect to the production facilities for some of our principal products for the periods presented.

   Year Ended December 31, 
   2016  2015  2014 

Ethylene

   92  89  86

Polyethylene

   89  87  80

Polypropylene

   86  76  81

PVC

   84  76  89

Polypropylene USA and Europe

   100  98  92

PE Mexico (*)

   42  —     —   

(*)Mexico complex started in 2016

In 2014, average capacity utilization was affected by (1) the scheduled maintenance shutdown of one of our cracker production lines in the Southern Complex; (2) the scheduled maintenance shutdown at our cracker production line in the São Paulo Complex; (3) a lack of propylene supply at the Rio de Janeiro Complex, and (4) a lack of ethane and propane supply at the Rio de Janeiro Complex.

In 2015, average capacity utilization was affected by (1) improved performance of the complexes in the Northeastern Complex and the Southern Complex; (2) an incident at the complex in São Paulo; and (3) a lack of propylene supply at the Rio de Janeiro Complex, and (4) a lack of ethane and propane supply at the Rio de Janeiro Complex.

In 2016, average capacity utilization was affected by (1) strong operating performance of the crackers, resulting from increased operating efficiency and exports of excess volumes not absorbed, and (2) higher availability of feedstock at thegas-based cracker in Rio de Janeiro.

Effects of Brazilian Industrial Policy

The Brazilian government has a significant influence in some sectors of the domestic economy, including the petrochemical sector in which we operate. The Brazilian government has adopted, or is considering adopting, measures to boost the competitiveness of domestic companies, as described below.

Reintegra

In December 2011, the Brazilian government implemented the “Reintegra” program, which is designed to improve the competitiveness of Brazilian manufacturers in the export markets by refunding the federal taxes levied on their export sales. As a result of this incentive, exports of third generation products by Brazilian companies have increased therefore increasing Brazilian demand for our products. The original program ended in the end of December 2013. In August 2014, the Brazilian government permanently reinstated Reintegra, the program was established on a permanent basis and with mobile rates, that could vary by up to 5% of the revenue of the companies with exports, with a refund tax rate of 0.1%.In October 2014, the Brazilian government restored the rate to 3.0% until the end of 2015. However, in March 2015, the Brazilian federal government again decreased the rate to 1.0% for 2015 and 2016. In October 2015, according to the Decree 8,543, the Brazilian federal government decreased the refund rate to 0.1% as of December 1, 2015 which remained in effect until December 31, 2016. On August 28, 2017, pursuant to Decree 9,148, that amended the Decree 8,543, the Reintegra rate increased to 2% effective as of January 1, 2017 until December 31, 2018.

Import Tariffs at Local Ports

Historically, tariffs on imports have been establishedissued by the federal government. However, in recent years, some Brazilian states established tax benefits to attract imports at local ports in order to raise revenueIASB.

Operating Segments and develop local port infrastructure, primarily in the formPresentation of reductions of ICMS taxes that would otherwise be due to these states. Industry and union leaders alleged that such legislation creates a subsidy for imported products, thereby harming local industry.

On January 1, 2013, legislation took effect reducing the maximum ICMS tax that the state can charge from a rate of 12% to 4% on interstate sales of imported raw materials and other goods that are not wholly or partially manufactured in Brazil. In addition to certain other limited exceptions, this tax reduction does not apply to imported goods that do not have Brazilian-made substitutes. As a result, current tax benefits offered by some Brazilian states for the import of goods in the form of reduced ICMS tax rates have become less attractive.

Pricing and Tariffs

We set prices for ethylene, the principal first generation petrochemical product that we sell to third-party second generation producers, by reference to international market prices. See “—Basic Petrochemicals Unit—Sales and Marketing of Our Basic Petrochemicals Unit.” Prices paid by second generation producers for imported first generation petrochemical products partly reflect transportation and tariff costs. We establish the prices of ethyleneby-products, such as butadiene, by reference to several market factors, including the prices paid by second generation producers for imported products. Prices paid for such imports also reflect transportation and tariff costs.

Second generation producers, including our company, generally set prices for their petrochemical products by reference to several market factors, including the prices paid by third generation producers for imported products. Prices paid for such imports also reflect transportation and tariff costs.

The Brazilian government has used import tariffs to implement economic policies. As a result, import tariffs imposed on petrochemical products have varied in the past and may vary in the future. Tariffs on imports of first generation petrochemical products are between 0% and 4%, and tariffs on polyethylene, polypropylene and PVC resins are 14.0%.

Imports and exports within the free trade area in South America (Mercado Comum do Sul), or Mercosur, which is composed of Argentina, Brazil, Paraguay and Uruguay, have not been subject to tariffs since December 2001. Imports of suspension PVC from Bolivia, Chile, Colombia, Cuba, Equator, Peru and Venezuela are not subject to tariffs, due to a number of trade agreements. Imports of suspension from Mexico are subject to reduced tariffs of 11.2%, due to a trade agreement. Imports and exports among Mercosur and Colombia, Ecuador e Venezuela are not subject to tariffs due to a trade agreement since 2005.

Imports of suspension PVC from the U.S. and Mexico have been subject to anti-dumping duties of 16.0% and 18.0%, respectively, that were imposed by the Brazilian Foreign Trade Chamber (Câmara de Comércio Exterior), or CAMEX. Since 2008, imports of suspension PVC from China have been also subject to duties of 21.6%, and imports of suspension PVC from South Korea have been subject to duties ranging between 0% and 18.9%, depending on the producer, as a result of the imposition of anti-dumping duties by CAMEX. The duties imposed to imports from U.S. and México are scheduled to expire in 2021, and the duties imposed to imports from China and South Korea are scheduled to expire in 2019.

Additionally, in December 2010, CAMEX imposed an anti-dumping duty of 10.6% on polypropylene imports from the United States. Those measures were renewed in November 2016. In August 2014, the Brazilian government imposed anti-dumping duties on polypropylene imports from South Africa, India and South Korea of 16.0%, 6.4 to 9.9% and 2.4 to 6.3%, respectively. The duties imposed on imports of polypropylene from the United States are scheduled to expire in 2021, and the duties imposed on imports from South Africa, India and South Korea are scheduled to expire in 2019.

In 2015, approximately 26% of Brazilian polyethylene, polypropylene and PVC resins were imported products, which reflected a 12% annual decrease in the volume of resins imported, reflecting the volatility in the U.S. dollar-denominated prices of thermoplastic resins, which triggered an increase in the purchase of thermoplastic resins in Brazil. For more information, see “Effects of Brazilian Industrial Policy—Import Tariffs at Local Ports.”

Increased Import Duties on Polyethylene

As part of its initiative to strengthen domestic manufacturers, on October 1, 2012, the Brazilian government adopted a resolution that increased import duties on 100 products related to various industries, including an increase on the import tariff for polyethylene from 14% to 20%. In October 2013, the Brazilian government reduced the import tariff for polyethylene to the previous level of 14%.

Effect of Level of Indebtedness and Interest RatesSegment Financial Data

As of December 31, 2016,2023, our total outstanding consolidated indebtedness,business operations were organized into three segments, which corresponded to our principal production processes, products and services. Our reportable segments were as follows:

·our Brazil Segment, which includes:
(i)production and sale of olefins at the chemical complex located in Camaçari, in the State of Bahia, or the Northeastern Complex, the olefins complex located in Triunfo, in the State of Rio Grande do Sul, or the Southern Complex, the olefins complex located in Capuava, in the State of São Paulo, or the São Paulo Complex and the olefins complex located in Duque de Caxias, in the State of Rio de Janeiro, or the Rio de Janeiro Complex;
(ii)supply of electricity and other inputs produced in these complexes to second-generation producers located in the petrochemical complexes;
(iii)production and sale of PE, including the production of “green PE” from renewable resources, and PP produced by us in Brazil; and
(iv)our production and sale of PVC, caustic soda and specialties;

The Brazil Segment accounted for net revenue of transaction costs, was R$23,331.1 million. The level49,512 million, including exports from Brazil, or 69.3% of our indebtedness results in significant financial expenses that are reflectedconsolidated net revenue of all reportable segments;

·our USA and Europe Segment, which includes our production, operations and sale of polypropylene in the United States and Germany. This segment accounted for net revenue of R$17,507 million, or 24.5% of our consolidated net revenue of all reportable segments; and
·our Mexico Segment, which includes our production, operations and sale of ethylene, HDPE (high-density polyethylene) and LDPE (low-density polyethylene) in Mexico. This segment accounted for net revenue of R$4,449.1 million, or 6.2% of our consolidated net revenue of all reportable segments.

In 2023, 2022 and 2021, 56.7%, 58.2% and 52.9% of our statement of operations. Financial expenses consist of interest expense, exchange variations of U.S. dollar- and other foreign currency-denominated debt, foreign exchange losses or gains, and other items as set forth in note 15 to our audited consolidated financial statements. In the year ended December 31, 2016, we recorded total financial expenses of R$3,571.0 million, of which R$2,037.7 million consisted of interest expense and R$659.4 million consisted of expensesnet revenue, respectively, related to monetary variation on financing. We recorded financial revenue of R$690.1 million, of which R$504.5 million corresponds to interest income. In addition, we recorded a loss of R$3,210.4 millionsales performed in connection foreign exchange variation on our financial assetsBrazil, and liabilities. The interest rates that we pay depend on a variety of factors, including prevailing Brazilian43.3%, 41.8% and international interest rates and risk assessments47.1% of our company,net revenue in 2023, 2022 and 2021 was derived from our industry and the Brazilian economy made by potential lenders to our company, potential purchasers of our debt securities and the rating agencies that assess our company and its debt securities.

Effect of Taxes on Our Income

We are subject to a variety of generally applicable federal and state taxes in multiple jurisdictions on our operations and results. We are generally subject to Brazilian federal income tax (combined with Social Contribution on Net Income (Contribuição Social Sobre o Lucro Líquido), or CSLL) at an effective rate of 34%, which is the standard corporate tax rate in Brazil. We have available certain federal tax exemptions based upon federal law that offers tax incentives to companies that locate their manufacturing operations in the Brazilian states of Bahia and Alagoas. These exemptions have been granted for varying lengths of time to each of our manufacturing plants located in these states.

We are entitled to pay 25% of the statutory income tax rate on the profits arising from the sale of:

international operations.

polyethylene manufactured at one of our polyethylene plants in the Northeastern Complex until December 31, 2016; and
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PVC manufactured at our plant in the Alagoas until December 31, 2019.
Table of Contents

Polyethylene manufactured at one of our polyethylene plants in the Northeastern Complex and caustic soda, chlorine and ethylene dichloride produced at our plants in the Northeastern Complex and Alagoas until 2024.

Each of our exemptions entitles us to pay only 44.9% of the statutory income tax rate (of 34%) on the profits arising from products manufactured at these plants.

Due to operating losses sustained by us in the past, we had R$2,114.5 million of deferred income tax and social contribution assets arising from tax loss carryforwards available as of December 31, 2016. Income tax loss carryforwards available for offset in Brazil do not expire. However, the annual offset is limited to 30% of our adjusted net profits. This limit also affects the social contribution on net profit, or CSLL. The consolidated amount includes the impact from the different tax rates in countries where foreign subsidiaries are located, as follows:

Braskem Europe (Germany) - 31.00%

Braskem America e Braskem America Finance (United States) - 35.00%

Braskem Argentina (Argentina) - 35.00%

Braskem Austria e Braskem Austria Finance (Austria) - 25.00%

Braskem Petroquímica Chile (Chile) - 22.50 %

Braskem Holanda, Braskem Holanda Finance and Braskem Holanda Inc Netherland (The Netherlands)- 25.00%

Braskem Idesa, Braskem Idesa Serviços, Braskem México, Braskem México Serviços and Braskem México Sofom (Mexico) - 30.00%

Our export sales are currently exempt from (1) PIS (2) COFINS, a federal value-added tax, (3) the Tax on Industrial Products (Imposto sobre Produtos Industrializados), or IPI, a federal value-added tax on industrial products, and (4) ICMS.

Recent Developments

CommencementPaulista Agreement

The State of São Paulo Attorney General’s Office (“PGE”) published, on February 7, 2024, Resolution No. 6/24 that regulates the program “Paulista Agreement”, created with the enactment of Law No. 17,843, which allows the regularization of ICMS debts with a discount on the amount of interest, fines, and attorney fees. On March 17, 2024, PGE accepted the Company’s request to include two legal proceedings with a provision on December 31, 2023, in this program, reducing the amount to be paid from R$346 million to R$66 million and authorizing its payment in 120 monthly installments from April 2023 to March 2034. On December 31, 2023, the related provisions with respect to these claims was R$346 million.

Alagoas State Public Defender’s Office filed a Public-interest civil action against the Company

In March 2024, we were informed of the Public-interest Civil Action filed by DPE against us, seeking, among other requests, to challenge clause 69 of the Agreement for Socio-environmental Reparation (payment of R$ 150 million for collective moral damages) alleging that there were facts subsequent to the date of the agreement that would give rise to additional damages.

DPE sustains that: (i) the waiver set forth in the Agreement for Socio-environmental Reparation would not cover future damages; (ii) the transfer of the property of the PCF to Braskem would violate constitutional principles; (iii) the damage caused should be fairly compensated; (iv) collective existential damages should be compensated; and (v) we should be condemned for illicit profit, yet to be liquidated.

Based on such allegations, it requests, as a preliminary measure: (i) the suspension of clause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of us; (ii) the imposition of inalienability to the PCF area until the final and unappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure.

On the merits, it requests, among others: (i) the loss of all properties subject to the PCF, with the possibility of reverting the area to the victims or to public domain, in addition to the conviction of us to the payment, as collective and social moral damages, to the same amount spent by us for material damages; (ii) the conviction of us, as existential damages, for the loss of all properties subject to the PCF; (iii) the conviction of us for illicit profit, with the loss of the PCF properties, in addition to the payment of the amounts the Company obtained due to its alleged illicit conduct (to be determined in a liquidation proceeding); (iv) subpoena to the Investor Relations Officer, for the purposes of regulatory obligations, with publication of a relevant fact. The value of the case attributed by the DPE is R$150 million. Management, supported by the opinion of external legal advisors, classifies the probability of loss in this case as possible.

Classification of investment in Cetrel as non-current asset held for sale

In March 2024, the Company met the criteria to classify its investment in the subsidiary Cetrel as a non-current asset held for sale. Cetrel provides environmental solutions in water, effluents and reuse, incineration of hazardous industrial waste, management and remediation of contaminated areas, environmental monitoring, and environmental data management. Management is evaluating to sell part of its shares in Cetrel, aiming to enhance its potential growth as long the operational safety conditions of the Petrochemical Complex in Camaçari - Bahia are maintained. The carrying amount of Cetrel in December 2023 is R$383 million.

Braskem Idesa waiver extension

On March 28, 2024 Braskem Idesa obtained a new extension of the waiver related to a leverage ratio covenant until March 30, 2025.

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Prepayment of debentures

In April 2024, the debenture issued in August 2022, in the amount of R$ 750 million plus interests, were fully prepaid.

Financial Presentation and Accounting Policies

Presentation of Financial Statements

We have prepared our audited consolidated financial statements as of December 31, 2023, and 2022 and for each of the years ended December 31, 2023, 2022 and 2021 in accordance with IFRS, as issued by the IASB.

Operating Segments and Presentation of Segment Financial Data

As of December 31, 2023, our business operations were organized into three segments, which corresponded to our principal production processes, products and services. Our reportable segments were as follows:

·our Brazil Segment, which includes:
(i)production and sale of olefins at the chemical complex located in Camaçari, in the State of Bahia, or the Northeastern Complex, the olefins complex located in Triunfo, in the State of Rio Grande do Sul, or the Southern Complex, the olefins complex located in Capuava, in the State of São Paulo, or the São Paulo Complex and the olefins complex located in Duque de Caxias, in the State of Rio de Janeiro, or the Rio de Janeiro Complex;
(ii)supply of electricity and other inputs produced in these complexes to second-generation producers located in the petrochemical complexes;
(iii)production and sale of PE, including the production of “green PE” from renewable resources, and PP produced by us in Brazil; and
(iv)our production and sale of PVC, caustic soda and specialties;

The Brazil Segment accounted for net revenue of R$49,512 million, including exports from Brazil, or 69.3% of our consolidated net revenue of all reportable segments;

·our USA and Europe Segment, which includes our production, operations and sale of polypropylene in the United States and Germany. This segment accounted for net revenue of R$17,507 million, or 24.5% of our consolidated net revenue of all reportable segments; and
·our Mexico Segment, which includes our production, operations and sale of ethylene, HDPE (high-density polyethylene) and LDPE (low-density polyethylene) in Mexico. This segment accounted for net revenue of R$4,449.1 million, or 6.2% of our consolidated net revenue of all reportable segments.

In 2023, 2022 and 2021, 56.7%, 58.2% and 52.9% of our net revenue, respectively, related to sales performed in Brazil, and 43.3%, 41.8% and 47.1% of our net revenue in 2023, 2022 and 2021 was derived from our international operations.

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Principal Factors Affecting Our Results of Operations

Macroeconomic Environment in the Countries in which we Operate and Demand for Our Products

Our sales in Brazil and exports from Brazil represented 69% of our net revenue of all of our reportable segments in the year ended on December 31, 2023. We are significantly affected by economic conditions in Brazil and in the other countries in which we operate, and our results of operations and financial condition have been, and will continue to be, affected by the growth or contraction rates of the GDP of Brazil, the United States, Europe and Mexico, and by global growth or contraction rates.

The following table shows the GDP (growth/reduction), inflation, interest rates and exchange rate data for Brazil as of and for the periods indicated.

        
  

December 31,

  

2023

2022

2021

2020

2019

 GDP growth / reduction(1)3.1%2.9%5.0%(4.1)%1.1%
 Inflation (IGP-M)(2)(3.2)%5.5%17.8%23.1%7.3%
 Inflation (IPCA)(3)4.6%5.8%10.1%4.5%4.3%
 CDI rate(4)11.9%13.7%8.8%1.9%4.6%
 (Appreciation) depreciation of the real vs. U.S. dollar(7.2)%(6.5)%7.4%28.9%4.0%
 Period-end exchange rate—US$1.00R$4.8413R$5.2177R$5.5805R$5.1967R$4.0307
       
Sources:

Fundação Getúlio Vargas, the Brazilian Central Bank and Bloomberg.

 (1)Brazilian GDP measured according to Sistema IBGE de Recuperação Automática SIDRA.
 (2)Inflation measured according to the general market price index (Índice Geral de Preços-Mercado) (IGP-M) by Fundação Getúlio Vargas.
 (3)Inflation measured according to the national broad consumer price index (Índice Nacional de Preços ao Consumidor Amplo) (IPCA) by the IBGE.
 (4)The CDI rate is average of inter-bank overnight rates in Brazil (as of the last date of the respective period).

Brazilian GDP growth has fluctuated significantly, and we believe that it will likely continue to do so. Our management believes that the impact on growth in Brazil will positively affect our future net revenue and results of operations, and a continued recession or low growth in Brazil would likely reduce our future net revenue and have a negative effect on our results of operations.

According to the IMF, the global economy is resilient and continues to gradually recover from the pandemic, Russia-Ukraine war and the cost-of-living crisis. The world’s GDP expanded 6.1% in 2021, 3.5% in 2022 and it is expected to reach 3.1% in 2023 and 3.1% in 2024.

Effects of Fluctuations in Exchange Rates between the Real and the U.S. Dollar

Our results of operations and financial condition have been, and will continue to be, affected by the rate of depreciation or appreciation of the real against the U.S. dollar because:

·a substantial portion of our net revenue is denominated in or linked to U.S. dollars;
·our costs for our raw materials and certain catalysts required in our production processes, are incurred in U.S. dollars or are linked to U.S. dollars;
·we have operating expenses, and make other expenditures, that are denominated in or linked to U.S. dollars; and
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·we have significant amounts of U.S. dollar-denominated liabilities that require us to make principal and interest payments in U.S. dollars.

Virtually, all of our sales are of petrochemical products for which there are international market prices expressed in U.S. dollars. We generally attempt to set prices that consider (1) the international market prices for our petrochemical products, and (2) in Brazil, variations in the real/U.S. dollar exchange rate. As a result, although a significant portion of our net revenue is denominated in reais, substantially all of our products are sold at prices that are based on international market prices that are quoted in U.S. dollars.

Fluctuations in the real will affect the cost of naphtha, ethylene, propane, propylene and other U.S. dollar-linked or imported raw materials. The prices of raw materials that are under all of Petrobras’ contracts are linked to the U.S. dollar. The pricing formula includes a factor that adjusts the price to reflect the real/U.S. dollar exchange rate variations.

The depreciation of the real against the U.S. dollar generally increases the production cost for our products and we generally attempt to increase the Brazilian prices for our products in reais (to the extent possible in light of then-prevailing market conditions in Brazil), which may result in reduced sales volumes of our products. To the extent that our price increases are not sufficient to cover the increased costs for raw materials, our gross profit decreases. Conversely, the appreciation of the real against the U.S. dollar generally decreases the production cost for our products and we generally decrease the Brazilian prices for our products in reais, which may result in increased sales volumes of our products. In periods when the real/U.S. dollar exchange rate is highly volatile, there is usually a lag between the time when the U.S. dollar appreciates or depreciates and the time when we are able to pass on increased costs, or are required to pass on reduced costs, in reais to our customers in Brazil. These pricing discrepancies decrease when the real/U.S. dollar exchange rate is less volatile.

Braskem can enter into financial derivatives transactions to mitigate exchange rate risk associated with exposure to costs in reais. Those operations can include call and put options and related strategies. For example, Braskem may apply a hedging strategy referred to as collar, which is composed of the purchase of a put option associated with the simultaneous sale of a call option, where both options having the same maturity. In this case, if the real depreciates and the strike price of the call exceeds the exchange rate of the option’s exercise date, we may incur significant financial losses. However, since those strategies will be implemented only for non-speculative purposes (in accordance with our financial policy), potential losses on derivatives transactions should be offset by more competitive fixed costs in reais.

Our consolidated U.S. dollar-denominated indebtedness represented 90.5% of our outstanding indebtedness as of December 31, 2023, including our debt related to Braskem Idesa. Excluding it, our consolidated U.S. dollar-denominated indebtedness represented 88.0% of our outstanding indebtedness as of December 31, 2023.

As a result, when the real depreciates against the U.S. dollar:

·the interest costs on our U.S. dollar-denominated indebtedness increase in reais, which adversely affects our results of operations in reais;
·the amount of our U.S. dollar-denominated indebtedness increases in reais, and our total liabilities and debt service obligations in reais increase; and
·our financial expenses tend to increase as a result of foreign exchange losses that we must record, mitigated by our decision to designate, on May 1, 2013, October 10, 2017, February 2, 2019, May 2, 2019, November 1, 2019, December 31, 2019, January 2, 2020, March 1, 2021, September 1, 2022, and October 1, 2023, as part of our U.S. dollar-denominated liabilities as a hedge for our future exports.
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Export sales and sales by our USA and Europe Segment, which enable us to generate receivables payable in foreign currencies, tend to provide a hedge against a portion of our U.S. dollar-denominated debt service obligations, but they do not fully match them. To further mitigate our exposure to exchange rate risk, we try, where possible, to enter into trade finance loans for our working capital needs, which funding is generally available at a lower cost because it is linked to U.S. dollar exports.

The real/U.S. dollar exchange rate varied significantly over time. The real depreciated against the U.S. dollar from mid-2011 to early 2016, and again from early 2018 to 2020. As of December 31, 2020, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.1967 per US$1.00, as of December 31, 2021, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.5805 to US$1.00, as of December 31, 2022, the real/U.S. dollar exchange rate reported by the Central Bank was R$5.2177 to US$1.00 and as of December 31, 2023, the real/U.S. dollar exchange rate reported by the Central Bank was R$4.8413 to US$1.00. There can be no assurance that the real will not depreciate or appreciate further against the U.S. dollar.

Effects of Brazilian Inflation

Brazilian inflation affects our financial performance by increasing some of our operating expenses denominated in reais (and not linked to the U.S. dollar). A significant portion of our cost of products sold, however, are denominated in or linked to the U.S. dollar and are not substantially affected by the Brazilian inflation rate. Some of our real-denominated debt is indexed to take into account the effects of inflation. Under this debt, the principal amount generally is adjusted with reference to the General Price Index—Market (Índice Geral de Preços—Mercado), an inflation index, so that inflation results in increases in our financial expenses and debt service obligations. In addition, a significant portion of our real-denominated debt bears interest at the TLP or the CDI rate, which are partially adjusted for inflation.

Effect of Sales outside Brazil on Our Financial Performance

We have significant production capacity located outside of Brazil from our plants located in the United States, Germany, and Mexico.

During the year ended December 31, 2023, 42% of our net revenue was derived from sales of our products outside Brazil as compared to 42% during 2022 and 47% during 2021.

Sales outside Brazil are important to us for diversification purposes in relation to regional supply and demand balance, macroeconomic factors, and the political environment. In line with our strategy, sales outside Brazil affect our financial performance by hedging our operations against risks linked to Brazil.

In 2021, the worldwide economy continued to be affected by the adverse effects caused by the COVID-19 pandemic and in the last quarter of 2021, according to the IMF, the Omicron variant led to increased mobility restrictions and greater financial market volatility.

In 2022 and 2023, the worldwide economy continued to be affected by geopolitical uncertainties, the conflict between Russia and Ukraine and/or Israel and Hammas, increasing inflation rates worldwide and the “zero-COVID” policy implemented by China during 2022. The combination of these factors caused reduction or suspension of production, directly affecting the market for petrochemical products and other products around the world.

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Petrochemical Cycles and Disruptive Scenarios

Historically, the global petrochemical market has experienced alternating periods of limited supply, leading to the increase of global prices and profit margins, followed by periods of capacity additions, which puts downward pressure on utilization rates, global prices, and consequently operating margins, until demand catches up again, with new levels of product availability. This economic scenario is known as the petrochemical cycle.

Sales of petrochemicals and chemical products are linked to the global demand and production levels (supply x demand), which may be affected by macroeconomic factors, such as interest rates, oil prices, shifts to alternative products, innovation, consumer trends, regulatory and legislative oversight requirements, trade agreements, as well as disruptions, pandemics, or other global events. Therefore, our results are influenced not only by our activities but also by the industry and macroeconomic scenarios, over which we have no control, and which may adversely affect our results of operations.

However, sometimes new opportunities emerge from externalities, such as the shift in consumer behavior. An example derived from COVID-19 is that, from 2020 to 2022, a large part of the population shifted to home-office working, and therefore, increased the demand for several segments, such as packaging, healthcare, and construction. We believe that this outcome resulted in a less pronounced downward movement in the petrochemical industry.

These cyclical trends in international selling prices and operating margins, relating to global capacity shortfalls and additions, will likely persist, mostly due to the continuity of four general factors:

·Cyclical trends in general business and macroeconomic activity produce swings in demand for petrochemicals;
·During periods of reduced demand, the high fixed cost structure of the petrochemicals industry generally leads producers to compete aggressively on price in order to maximize capacity utilization;
·Significant capacity additions, whether through plant expansion or construction, can take three to four years to be implemented and are therefore necessarily based upon estimates of future demand; and
·As competition in petrochemical products is, in most cases, focused on commodities prices, being a low-cost producer is critical to improved profitability. This favors producers with larger plants that maximize economy of scale, but construction of plants with high capacity may result in significant increases in capacity that can outstrip demand growth for a period of time.

In the long-term, the trend is for the down cycle to soften and eventually turn into an upcycle again, as the industry waits to make decisions on new investments while global trade rebalances, and the world demand absorbs new capacity. Additionally, projects that are announced to start up further into the future have a greater chance of being postponed or cancelled, as the scenario may change, feedstocks may become less advantageous, and cash cost curves may shift.

The year 2023 was volatile for the petrochemical industry expectations. On the demand side, in January, China finally ended its Covid-zero policy, a long-awaited decision that put the market into a frenzy, with price and spreads hikes in the majority of commodities. However by the end of March it started to become clearer that China was losing momentum as the main engine of global growth (despite services sector having presented a growth). In the United States, the consistent high inflation impacted the cost of goods, reducing demand, and pushing commodities prices down as well. On the supply side, is expected by CMA that China will continue to add capacity in PE and PP in the coming years, and the United States crossed the line from net importer to a “timid” net exporter of PP, according to external consultancies the new additions of PE reached 7,060 kton (an increase of 4.9% in 2023 compared to 2022) and PP another 6,950 kton (an increase of 6.9% in 2023 compared to 2022). Commodities volatility that began in 2022 was also present in 2023, even though Russian and Ukraine conflict being sort of “normalized”, the aversion to risk (supply disruption) remained quite influent, as well as OPEC+ interventions in the production (and prices), waning demand counterbalanced the effects though, holding back crude prices.

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During the first few months of 2022, the global economy shifted from hoping for the end of COVID-19 restrictions to the fear of a world war, following the conflict between Russia and Ukraine. The conflict between Russia and Ukraine caused a shock in commodities prices, with oil prices reaching US$140 per barrel, given the relevance of Russia as a key supplier of oil and gas. Severe trade sanctions were imposed on Russia, which also affected the global economy, especially Europe, because of its dependency on Russian oil and gas. The conflict also prompted a rise in global inflation, which reached levels not seen since the 1980s. Meanwhile, China struggled significantly with COVID-19 restrictions in 2022, and its harsh “COVID-zero” policy challenged the economy of the most important price maker for petrochemicals. Demand started to slow down in the second quarter of 2022 with central banks around the world significantly increasing interest rates in an attempt to control rising inflation. The second half of 2022 was marked by the beginning of a new down cycle for the petrochemicals industry, as significant new capacity additions, which had been postponed since 2020, became operational, and further increased capacity was expected in 2023 and is expected for 2024, which may lead to further reduced spreads for the period.

In 2020-21, the world suffered significant impacts on global supply chains, as Covid lockdowns created a shortage of containers availability to move materials across different countries, also strikes in rail and road transportation globally emerged claiming for better work conditions. These logistic constraints led to increased freight rates, which, helped domestic markets (protecting those exposed to China imports), but fueled inflation as well. Also, disruptions began to occur more often, in special, those weather related, such as winter storms, droughts and hurricanes. These events led to improved prices and spreads, as supply became short for some time in the affected area.

Effects of Fluctuations in Naphtha, Ethane, Propane and Propylene Prices

Fluctuations in the international market price of naphtha have significant effects on our costs of goods sold and the prices that we are able to charge our customers for our first and second-generation products. Political instability in the Middle East or similar events that may occur, including the military conflict between Russia and Ukraine and, more recently, Israel and Hammas in the Gaza Strip, may lead to unpredictable effects on the global economy or the economies of the affected regions. These events have had and may continue to have negative impacts on oil production and price volatility, consequently driving naphtha and petrochemical prices higher worldwide.

The price of ethane and propane in the Mont Belvieu region in Texas and Henry Hub in the United States are used as a reference for our feedstock costs. Any future developments that affect the U.S. supply/demand balance for natural gas may adversely affect the Mont Belvieu and Henry Hub price of natural gas (and thus ethane, propane and butane) and increase our production costs or decrease the price of petrochemical products. External factors and natural events such as hurricanes, harsh winters or industry developments, such as shale gas exploration, may disrupt the supply of natural gas, thereby increasing the cost, which may materially adversely affect our cost of products sold and results of operations.

The price of propylene is based on the US reference and is determined by three different processes: (i) refineries production (FCC – Fluidized Catalytic Cracking), steam cracking, and on-purpose production (PDH – Propane Dehydrogenation), since refineries are the major source of propylene in the United States; however, (ii) refineries can use propylene to make a few different products. Their desire to sell propylene on the open market depends on demand and price for gasoline along with a few other chemicals. For the steam cracker process, propylene is a co-product derived from the ethane, propane, and butane cracking processes, whose price dynamics correlate to the price of crude oil; and/or (iii) natural gas, as explained above. Steam cracker feedstock choice has a significant effect on propylene supply to the market since its volume production is different for each feedstock. During the last few years, ethane has been the main feedstock, due to its lower price and to the high polyethylene demand. For the PDH process, propane prices play an important role in propylene pricing, but it mostly sets the price floor, not the ceiling. This is because PDHs are the marginal propylene producer. The price ceiling is determined by the ability to sell propylene products, domestically and internationally.

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Effects on Cost of Products Sold

Naphtha is the principal raw material used by our chemicals operations that are part of our Brazil Segment. Naphtha and condensate accounted for 35.6% of our consolidated cost of products sold during 2023.

The cost of naphtha varies in accordance with international market prices, which fluctuate depending upon the supply and demand for oil and other refined petroleum products. We purchase naphtha under a long-term supply contract with Petrobras and Acelen, and we import naphtha from other suppliers through our terminal at Aratú, in the State of Bahia and Petrobras’ terminal at Osório, in the State of Rio Grande do Sul. The prices that we pay for naphtha under these arrangements, other than our supply contract with Petrobras, are based on the Amsterdam-Rotterdam-Antwerp (ARA) market price for naphtha. As a result, fluctuations in the ARA market price for naphtha have had a direct impact on the cost of our first-generation products.

Our contracts with Petrobras and Acelen provide for naphtha prices based on ARA quotations. The volatility of the quotation of this product in the international market, the real/U.S. dollar exchange rate, and the level of carbon disulfide, a contaminant of the naphtha that is delivered, also influence the price of naphtha that we purchase from Petrobras. We believe that these contracts have reduced the exposure of the cost of our first-generation products to fluctuations in the ARA market price for naphtha.

The international price of naphtha has fluctuated significantly in the past, and we expect that it will continue to do so in the future. Significant increases in the price of naphtha and, consequently, the cost of producing our products, generally reduce our gross margins and our results of operations to the extent that we are unable to pass all of these increased costs on to our customers and may result in reduced sales volumes of our products. Conversely, significant decreases in the price of naphtha and, consequently, the cost of producing our products, generally increase our gross margins and our results of operations and may result in increased sales volumes if this lower cost leads us to lower our prices. In periods of high volatility in the U.S. dollar price of naphtha, there is usually a lag between the time that the U.S. dollar price increases or decreases and the time that we are able to pass on increased, or required to pass on reduced, costs to our customers in Brazil. These pricing discrepancies decrease when the U.S. dollar price of naphtha is less volatile.

We do not currently hedge our exposure to changes in the prices of naphtha because a portion of our sales are exports payable in foreign currencies and linked to the international market prices of naphtha and also because the prices of our polyethylene, polypropylene and PVC products sold in Brazil generally reflect changes in the international market prices of these products.

Effects on Prices of Our Products

In Brazil, the prices we charge for many of our chemical products and thermoplastic resins in general are determined by international references linked to the contract prices for these products. Prices for second-generation products exported from Brazil are generally based on international spot market prices. We set the prices for products sold in the United States and Europe based on market pricing in such regions. The price for PE in Mexico Unitis based on prices in the U.S. Gulf Coast region.

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We negotiate the prices in reais for part of our products, principally polyethylene, polypropylene and PVC, on a monthly basis with our domestic customers. We attempt to revise our prices to reflect (1) changes in the international market prices of these products, which tend to fluctuate in tandem with naphtha prices, especially for polyethylene, and (2) the appreciation or depreciation of the real against the U.S. dollar. However, during periods of high volatility in international market prices or exchange rates, we are sometimes unable to fully reflect these changes in our prices in a prompt manner.

During April 2016,The international market prices of our petrochemical products have fluctuated significantly, and we believe that they will continue to do so. Volatility of the price of naphtha and the price of petroleum have effects on the price competitiveness of our naphtha-based crackers and our resins. Because pricing trends for naphtha and ethane have diverged in recent years to a greater extent than has been the case historically, producers of ethylene and resin products derived from ethane generally have experienced lower unit raw material costs than naphtha-based producers of these products. As a consequence, significant increases in the pricing differential between naphtha and gas, as a consequence of higher oil prices, increases the competitiveness of products derived from ethane and may result in an effect on our results of operations to the extent that we are able to maintain our operating margins and increased prices do not reduce pressure in the international markets.

Significant increases in the international market prices of our petrochemical products and, consequently, the prices that we are able to charge, generally increase our net revenue and our results of operations due to increased sales volumes of our products. Conversely, significant decreases in the international prices of our petrochemical products, and, consequently, the prices that we charge, generally reduce our net revenue and our results of operations if we are unable to increase our operating margins or these reduced prices do not result in increased sales volumes of our products.

Capacity Utilization

Our operations are capital-intensive. Accordingly, to obtain lower unit production costs and maintain adequate operating margins, we seek to maintain a high capacity utilization rate at all of our production facilities.

The table below sets forth capacity utilization rates with respect to the production facilities for some of our principal products for the periods presented.

 

Year Ended December 31,

 

2023

2022

2021

    
Ethylene Brazil71%78%81%
PE Brazil72%80%80%
PP Brazil73%76%82%
PVC Brazil70%66%65%
PP USA and Europe81%80%87%
PE Mexico77%73%66%

In 2023, the average utilization rate of petrochemical crackers in Brazil was impacted by: (i) production adjustments due to weaker global demand for our products; and (ii) the scheduled maintenance shutdown at the petrochemical complex in Bahia. In Mexico, the utilization rate was higher by 4pp compared to 2022, as a result of increased volume of ethane supplied by PEMEX, which reached 32.2 thousand barrels per day on average for the year, representing an increase of 16% compared to 2022.

In 2022, the average ethylene capacity utilization was mainly affected by lower spreads in the international market due to lower demand. Additionally, the average utilization rate of petrochemical crackers in Brazil was impacted by: (i) the scheduled maintenance shutdown at the petrochemical complex in Rio Grande do Sul for 47 days and the scheduled maintenance shutdown at the PVC plant in Alagoas for 37 days, impacting the utilization rate of the petrochemical complex in Bahia; and (ii) the feedstock shortage at the petrochemical complexes of Rio de Janeiro and ABC, in the State of São Paulo, due to the lower supply given the scheduled maintenance shutdowns of a supplier. In Mexico, the utilization rate was higher by 7.0% compared to 2021, as a result of the expansion of the Fast Track solution for importing ethane, which reached 18,500 barrels per day on average for the year, representing an increase of 20.4% compared to 2021 and a 74% utilization rate of this solution.

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Average polypropylene capacity utilization decreased due to a scheduled shutdown that occurred in the second quarter of 2022 in our petrochemical complex in Rio Grande do Sul, and lower demand in the period. Average PVC capacity utilization increased due to better industrial performance in the period. With respect to polypropylene in USA and Europe, average capacity utilization decreased due to: (i) weaker demand in such regions; and (ii) minor unscheduled shutdowns at PP plants in the period.

In 2021, average ethylene capacity utilization was mainly affected due to a scheduled general maintenance turnaround carried out at our petrochemical complex in ABC, São Paulo In the United States and Europe, the Company continued to operate above the industry average and ended the year with a utilization rate of 87%, considering the average of the two regions. In Mexico, Braskem Idesa commenced commercial operationsended the year with a utilization rate of 66%, and the main focus was to increase the availability of raw materials through the Fast Track, which represents 35% of the Mexico Complex.total ethane supply in the year.

Effects of Brazilian Industrial Policy

The Brazilian government has a significant influence in some sectors of the domestic economy, including the petrochemical sector in which we operate. The Brazilian government has adopted, or is considering adopting, measures to boost the competitiveness of domestic companies, as described below.

SUDENE – Income Tax Reduction

Since 2015, Braskem obtained a tax benefit with the effect of reducing 75% of CIT on income from the following industrial units: (i) PVC and chlor-alkali (cloro soda) units, established in the state of Alagoas; and (ii) Chemicals, PE, PVC and chlor-alkali units, established in the city of Camaçari (BA). It benefits legal entities with projects for the implementation, modernization, or expansion of industrial enterprises. The benefit can be used for a period of ten years. We are working to renew the tax benefit for an additional ten-year period. In 2023, the operations in Brazil recorded tax losses, therefore the benefit was not available for use.

PRODESIN – ICMS Tax Incentive

Braskem has ICMS tax incentives in the state of Alagoas, through the state of Alagoas Integrated Development Program, or PRODESIN, which aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes. In 2023, the amount was R$58.2 million (R$87.4 million in 2022). As PRODESIN is considered an investment subsidy, it was allocated to our tax incentive reserve, pursuant to the Brazilian Corporate Law.

REIQ – PIS/COFINS Tax Incentive

In 2013, the Brazilian government approved a PIS and COFINS tax rates relief on raw material purchases by first-generation and second-generation producers in the chemical industry referred to as REIQ. The measure aimed to restore some of the industrys competitiveness, which was weakened by factors related to infrastructure, productivity, feedstock, and energy costs, and the exchange rate that pressured the chemical industrys trade deficit, according to ABIQUIM, which ended 2023 at approximately R$226 billion (US$47 billion).

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Between 2013 and 2015, the REIQ credit rate was set at 8.25%, and after a few decreases, it would remain at 3.65% for an indefinite period.

Since 2021, however, the Federal Government abruptly revoked the REIQ, without any prior business planning. Thus, demonstrating the importance of the chemical industry for Brazil's socio-economic development, the sector, and the Congress ensured that the REIQ was back in force at descending rates until the end of 2027. In 2023 the credit rate was set at 1.46%, for 2024 the credit rate is 0.73% and it should so remain until the end of the regime.

Reintegra

In December 2011, the Brazilian government implemented the “Reintegra” program, which is designed to improve the competitiveness of Brazilian manufacturers in the export markets by refunding the federal taxes levied on their export sales. As a result of this incentive, exports of third generation products by Brazilian companies have increased. The original program ended on December 31, 2013. In August 2014, the commencementBrazilian government reinstated Reintegra on a permanent basis, however over the years the rate was changed. The refund tax rate was set at 0.1% in August 2014. In October 2014, the Brazilian government restored the rate to 3.0% until the end of operations of2015. However, in March 2015, the Mexico Complex, we commenced recordingBrazilian federal government again decreased the results of our Mexico business unit as a separate segment in our financial statementsrate to 1.0% for 2015 and 2016. In October 2015, according to the Decree No. 8,543, the Brazilian federal government decreased the refund rate to 0.1% as of dates and for periods ended afterDecember 1, 2015, which remained in effect until December 31, 2016. On August 28, 2017, pursuant to Decree No. 9,148 that amended the Decree No. 8,543, the Reintegra rate increased to 2% effective, as of January 1, 2016. For more information about2017 until December 31, 2018. However, on May 30, 2018, the Mexico ComplexBrazilian government issued Decree No. 9,393, decreasing the refund rate to 0.1%, effective June 1, 2018, for an undefined term.

Import Tariffs at Local Ports

Historically, tariffs on imports have been set by the Brazilian federal government. However, in recent years, some Brazilian states have established tax incentives to attract imports to local ports in order to increase revenue and develop the Mexico business unit, seelocal infrastructure of such ports, mainly through the granting of discounts on the ICMS tax rates that would be due to such states. Industry leaders and labor associations allege that such laws create subsidies for imported products, which would harm the Brazilian market.

On January 1, 2013, the legislation came into force that reduces the maximum rate of ICMS to be charged by the states from 12.0% to 4.0% on interstate sales of raw materials and other imported goods or that have a share of imports greater than 40.0%. With limited exceptions, the rate of 4.0% is not applicable to imported goods without a domestic equivalent, to goods produced in accordance with the basic production processes and to operations that send gas imported from abroad to other states. As a result, the current tax incentives offered by some Brazilian states to attract imports of products in the form of a discount on the ICMS tax rates that would otherwise be due have become less attractive.

Pricing and Tariffs

We set prices for ethylene, the principal first generation petrochemical product that we sell to third-party second-generation producers, by reference to international market prices. See “Item 4. Information on the Company—Mexico Unit.Brazil Segment—Sales and Marketing of Our Brazil Segment. Prices paid by second generation producers for imported first generation petrochemical products partly reflect transportation and tariff costs. We establish the prices of ethylene by-products, such as butadiene, by reference to several market factors, including the prices paid by second generation producers for imported products. Prices paid for such imports also reflect transportation and tariff costs.

Global SettlementThe Brazilian government has used import tariffs to implement economic policies. As a result, import tariffs imposed on petrochemical products have varied in the past and may vary in the future. In December 2020, the Brazilian federal government temporarily reduced to 4%, for an initial period of three months, and a quota of 160,000 tons, the import tariffs levied on imports of PVC resins from countries that do not benefit from preferential import rates in Brazil. This reduction was later extended in April 2021 for an additional three-month period and an additional quota of 160,000 tons. In that same month, the Brazilian federal government temporarily reduced to 0% during a three-month period and applied a quota of 77,000 tons of the import tariffs levied on imports of PP resins.

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Until November 2021, tariffs on imports of first-generation petrochemical products varied between 0% and 4%, and tariffs on polyethylene, polypropylene and PVC resins were 14.0%. In November 2021, the Brazilian government unilaterally reduced by 10%, the import tariff rates of almost 87% of internationally commercialized goods. In May 2022, upon the enactment of Resolution No. 353/2023, Brazil unilaterally and temporarily reduced tariffs for consumer goods by an additional 10% until December 31, 2023. Accordingly, the import tax on resins from Braskem went from 12.6% to 11.2%.

In December 2016, we entered intoAugust 2022, the Brazilian government also enacted Resolutions Nos. 369 and 381, approving an additional temporary reduction in the import tax, by inclusion in the List of Exceptions to the Mercosur Common External Tariff (“Letec”) of the following of our products: (i) ethylene and alpha-olefin copolymers with density lower than 0.94, from 11.2% to 3.3%; (ii) S-PVC resin obtained from the suspension process, from 11.2% to 4.4%; (iii) PP (propylene copolymer) resin, from 11.2% to 4.4%; and (iv) PP (propylene homopolymer), from 11.2% to 6.5%. This reduction was initially valid for one year.

In November 2023, the Executive Committee of the Chamber of Foreign Trade (GECEX/CAMEX) decided to reestablish the import tariffs on 73 chemical products that were included in Resolution 353/2022 (TEC unilateral reduction of 10%). The measure was taken to reverse the negative impacts caused to domestic industry, especially those related to the increase in imports and the strong variation in prices, which led to a global settlement10% reduction in import tax. Therefore, as of November 28, 2023, the import tax applied to Braskem resins returned indefinitely to the TEC level of 12.6%.

Measures applied in 2023 – New Brazilian Government

On March, 21, 2023, the Executive Management Committee (“Gecex”) of the Foreign Trade Chamber (“Camex”) decided to exclude the following products from the Letec, establishing, from April 1, the import tax rate that had been reduced as follows: ethylene and alpha-olefin copolymers, with a density of less than 0.94, from 3.3% to 11.2%; PVC-S resin, obtained by a suspension process, from 4.4% to 11.2%; and Resin PP “cup” (propylene copolymer) from 4.4% to 11.2%. The PP (propylene homopolymer) remained in Letec until July 31, 2023, when its import duties were reestablished to 11.2%.

On November 10, 2023, the Executive Committee of the Chamber of Foreign Trade (GECEX/CAMEX) decided to reestablish the import tariffs on 73 chemical products that were included in Resolution 353/2022 (the second unilateral reduction of 10% of the TEC). The measure was taken with the MPF,aim of reversing the DoJ,negative impacts caused to the SECnational industry, especially related to the surge in imports and the OAG with regardstrong price variation that resulted from the 10% reduction in import tax. Therefore, as of November 28, 2023, the import tax applied to certain matters under investigation,Braskem resins returned to the TEC level, being 12.6% permanently.

Adjustments of tariffs could lead to increased competition from imports and cause us to lower our domestic prices and impact the demand for our products, which would likely result in lower net revenue and could negatively affect our overall financial performance. Additionally, the products we referexport to as the Global Settlement. The Global Settlement was reached at the conclusion of an independent internal investigation into the allegations of improper payments in connection with theso-called Operation Car Wash in Brazil. Under the Global Settlement, Braskem will pay the aforementioned authorities in Brazil and overseas the aggregate approximate amount of US$957 million, equivalent to approximately R$3.1 billion. The Global Settlement was definitively ratified as follows:

In Brazil, the Leniency Agreement was ratified by the 5th Coordination and Review Chamber of the MPF on December 15, 2016 and on June 6, 2017 by the 13th Federal Court of Curitiba.

In the United States the competent courts confirmed the resolution with the DoJ on January 26, 2017 and the resolution with the SEC on February 28, 2017.

In Switzerland, the agreement with the OAG did not require ratificationEurope are subject to produce effect.

Of the total fine establishedtariffs in the Global Settlement, we have already paid approximately R$1.3 billion in the following manner

US$94.9 million (R$296.6 million) to the DoJ on February 8, 2017;

US$65.0 million (R$206.5 million) to the SEC on April 27, 2017;

CHF30.2 million (R$104.4 million) to the OAG on June 27, 2017;

R$736.5 million to the MPF on July 6, 2017.

The outstanding amount of approximately R$1.8 billion will be paid in the following manner:

CHF64.3 million to the OAG in four equal annual and successive installments of CHF16.1 million due on June 30 of each year commencing in 2018; and

R$1.6 billion to the MPF in six annual installments adjusted for inflation by the variation in the IPCA inflation index due on January 30 of each year commencing in 2018. To guarantee payment of future installments, Braskem has provided a guaranty in the form of fixed assets in an amount equal to one annual installment.

For more information regarding the Global Settlement, see “Item 8. Financial Information—Legal Proceedings—Global Settlement.”

Sale of quantiQ

On January 10, 2017, we entered into an agreement with GTM do Brasil Comércio de Produtos Químicos LTDA under which we will sell 100% of our ownership interest in quantiQ for an aggregate amount of R$550 million. On April 3, 2017, the sale of subsidiary quantiQ to GTM do Brasil Comércio de Produtos Químicos Ltda (“GTM”) was completed. As a result of the sale, on that same date, Braskem received the amount of 6.5% in each jurisdiction, subject to certain preferences. These tariffs generally balance the level of competition of our products produced locally and any future adjustments to these tariff structures could negatively impact our sales in these jurisdictions. Future trade agreements entered into by Brazil, the Mercosur, the United States or the European Union could also lead to increased competition from imports and lower domestic prices.

Imports and exports within the free trade area in South America (Southern Common Market), or Mercosur, which is composed of Argentina, Brazil, Paraguay, and Uruguay, have not been subject to tariffs since December 2001. Imports of suspension PVC from Bolivia, Chile, Colombia, Cuba, Ecuador, Israel, Peru, and Venezuela are not subject to tariffs, due to a number of trade agreements. Imports of suspension PVC from Mexico to reduced tariffs of 80% of MFN, due to trade agreements.

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Also, since the 1990s, imports of suspension PVC from the United States and Mexico have been subject to anti-dumping duties of 16.0% and 18.0%, respectively, that were imposed by the Brazilian Foreign Trade Chamber (Câmara de Comércio Exterior, or “CAMEX”). Since 2008, imports of suspension PVC from China have also been subject to anti-dumping duties of 21.6%. Such duties had been temporarily suspended in August 2020 but were reinstated in September 2021. Imports of suspension PVC from South Korea were subject to anti-dumping duties ranging between 0% and 18.9%, depending on the producer, between 2008 and August 2020, when they were terminated. The duties imposed on imports from the United States and Mexico were revised in 2022 by the Brazilian government, which decided to extend until 2027 the application of anti-dumping duties for imports from the United States with an ad valorem rate reduced to 8.2%, and from Mexico at the rate of 13.6%, but with an immediate suspension of the application of anti-dumping duties for imports from Mexico, while the duties imposed on imports from China will expire in 2025.

Additionally, in December 2010, CAMEX imposed an anti-dumping duty of 10.6% on PP imports from the United States, which was extended in November 2016. In August 2014, the Brazilian government imposed anti-dumping duties on PP imports from South Africa, India and South Korea of 16.0%, 6.4% to 9.9%, and 2.4% to 6.3%, respectively. The duties imposed on imports of PP from the United States were revised by the Brazilian government, which decided to extend until 2027 the application of anti-dumping duties from the United States with at an ad valorem rate of 10.6%, but with an immediate suspension of the application of the anti-dumping duties. In December 2020, the Brazilian government extended the anti-dumping duties imposed on PP imports from India, reduced the anti-dumping duties for South Africa to a range from 4.6% to 16% and terminated the duties applied against South Korea. The current anti-dumping duties applied on imports from South Africa and India are set to expire in December 2025.

Effect of Level of Indebtedness and Interest Rates

As of December 31, 2023, our total outstanding consolidated indebtedness (includes borrowings and debentures), was R$45053,486 million (US$11,049 million), including R$11,250 million (US$2,324 million) related to Braskem Idesa. The level of our indebtedness results in significant financial expenses that are reflected in our statement of profit or loss. Financial expenses consist of interest expense, exchange variations of U.S. dollar and other foreign currency-denominated debt, foreign exchange losses or gains, and other items as set forth in note 31 to our audited consolidated financial statements. In the year ended December 31, 2023, we recorded total financial expenses of R$5,589 million, mainly associated with: (i) R$3,780 million consisted of interest expenses; (ii) R$189 million is related to loans transaction costs – amortization; (iii) R$616 million is related to adjustment to present value – appropriation; and (iv) R$281 million is related to interest expenses on leases.

In addition, in the year ended December 31, 2023, we recorded a positive result of R$511 million in derivatives and exchange rate variations, net in connection foreign exchange variation on our financial assets and liabilities and results with derivatives. The interest rates that we pay depend on a variety of factors, including prevailing Brazilian and international interest rates and our risk assessments, our industry and the remaining balanceBrazilian economy made by our potential lenders, potential purchasers of R$100 million,our debt securities and the rating agencies that assess us and our debt securities.

Effect of Taxes on Our Income

We are subject to a variety of generally applicable federal and state taxes in multiple jurisdictions on our operations and results. We are generally subject to Brazilian federal income tax at 25% (including surtax), combined with Social Contribution on Net Income (Contribuição Social Sobre o Lucro Líquido, or “CSLL”) at 9%, totalizing a nominal rate of 34%, which is the standard corporate tax rate in Brazil.

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We have available certain federal tax exemptions based upon federal law that offers tax incentives to companies that locate their manufacturing operations in the Brazilian states of Bahia and Alagoas. These exemptions represent a 75% reduction of our tax burden, and, as a result, we are entitled to pay 25% of the statutory income tax rate on the profits arising from the sale of:

·polyethylene manufactured at one of our polyethylene plants in the Northeastern Complex (State of Bahia) until 2026; and
·polyethylene manufactured at one of our polyethylene plants in the Northeastern Complex and caustic soda, chlorine, ethylene dichloride and PVC produced at our plants in the Northeastern Complex (State of Bahia and Alagoas) until 2024.

The exemption of 75% of income tax rate combined with CSLL at 9%, entitles us to pay only 44.9% of the 34% standard corporate tax rate on the profits arising from products manufactured at these plants.

Income tax loss carryforwards available for offset in Brazil do not expire. However, the annual offset is limited to 30% of our adjusted net taxable basis profit. This limit also affects the social contribution on net profit, or CSLL.

The consolidated amount includes the impact from the different tax rates in countries where foreign subsidiaries are located, which as of December 31, 2023, were as follows:

·Braskem Europe (Germany): 30.99%;
·Braskem America and Braskem America Finance (United States): 24.16%;
·Braskem Argentina (Argentina): 35.00%;
·Braskem Petroquímica Chile (Chile): 27.00%;
·Braskem Netherlands, Braskem Netherlands Finance and Braskem Netherlands Inc. (The Netherlands): 25.80%;
·Braskem Idesa, Braskem Idesa Serviços, Braskem México, Braskem México Serviços and Braskem México Sofom (Mexico): 30.00%; and
·Braskem India (India): 30.00%.

The consolidated amount also includes the impact of taxation on universal bases, which was introduced in Brazil by articles 76 and 77 of Law No. 12,973/2014. This law determines that positive portions of results earned by subsidiaries abroad will be computed in the corporate income tax (Imposto de Renda da Pessoa Jurídica, or “IRPJ”) calculation base and CSLL in Brazil on an individual basis. In case the subsidiary has previous losses, these may be deducted up to the amount of the calculated profit, therefore, the taxpayer is obliged to inform the tax authority of the accumulated losses in the annual corporate income tax return.

All profits earned by the subsidiaries described above must be subject for IRPJ and CSLL taxation in Brazil, with the exception of profits earned by subsidiaries headquartered in countries with which Brazil has a treaty to avoid double taxation. Profits earned by companies headquartered in those countries will only be taxed when distributed to their respective controlling entities.

In addition, the universal basis taxation mechanism also allows the use, as a tax credit, of the tax that was proven to be paid by GTM in upsubsidiaries abroad limited to 12 months, and may undergo customary adjustments of this kind of operation.

Acquisition of Cetrel

On January 27, 2017, our board of directors authorized the execution of a purchase agreement with Odebrecht Utilities S.A., through which Braskem undertook to purchase all shares held bytax due on the seller in Cetrel S.A., which represent 63.7% of its voting capital, for the aggregate amount of R$610 million, to be paid upon the consummationprofit of the transaction. The consummationsubsidiary in Brazil at the rate of 34%. In addition, the acquisition is subjectlegislation also allows that, until 2024, the parent company in Brazil can apply a presumed tax credit at 9.0% on the profit earned by subsidiaries abroad that have industrial activity. Braskem applies this mechanism to shareholder approval, in accordance with Article 256 of Brazilian Corporation Law,its subsidiaries Braskem Europe GmbH, Braskem America Inc. and Braskem Idesa SAPI.

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Our export sales are currently exempt from (1) PIS – Contribution to the conditions precedent that are customarySocial Integration Plan, (2) COFINS – Contribution for transactionsSocial Security Financing, a federal value-added tax, (3) IPI, a federal excise tax on industrialized goods, and (4) ICMS, a state value-added tax on sales and services.

Statement of this kind.

Braskem’s Financial Policy

In March 2016, our board of directors approved a new version of Braskem’s Financial Policy. This Policy sets forth and ratifies concepts, criteria and limits of delegation for decisions that involve: cash flow management and liquidity; investment of available cash; raising of funds and provision of guarantees and management of foreign exchange risk and commodities. In comparison with the older version, the new Policy maintains a conservative posture regarding financial risk management, focusing on thepro-active and continuous management of risks through anticipation and, when necessary, protection in relation to unfavorable scenarios.”

UTEC

In January 2017, we commenced operations at our UHMWPE production facility in our La Porte, Texas site. We believe the production of specialized UHMWPE at this new plant will enable us to better serve our clients in North America and Europe by exporting UHMWPE.

Construction of Polypropylene Plant in the United States

On June 21, 2017 our board of directors approved a project to build a new polypropylene plant at our site in La Porte, Texas,Profit or the La Porte Project. With an approved investment of up to US$675 million, the La Porte Project will add 450 kt of annual polypropylene production capacity to our portfolio, with startup expected in 2020.

The La Porte Project is aligned with our strategy to diversify our feedstock profile and expand geographically in the Americas, and it will strengthen our leadership position in polypropylene production in the United States.

Results of Operations

The following discussion of our results of operations is based on our consolidated financial statements prepared in accordance with IFRS.Loss

The discussion of the results of our business unitssegments is based upon financial information reported for each of the segments of our business, as presented in the following tables, which set forth the results of each of our segments and the reconciliation of these results of our segments to our consolidated results of operations. This segment information was prepared on the same basis as the information that our senior managementChief Operating Decision Maker uses to allocate resources among segments and evaluate their performance. We evaluate and manage the performance of our segments based on information generated from our statutory accounting records maintained in accordance with IFRS as issued by IASB and reflected in our audited consolidated financial statements.

The discussion summarizing the significant factors affecting the results of operations for the year ended December 31, 2023, can be found in Part I, “Item 5. Operating and Financial Review and Prospects” of this annual report.

   Year Ended December 31, 2016 
   Net sales
revenue
  Cost of
products sold
  Gross profit  Selling, general
and
distribution
expenses
  Results from
equity
investments
   Other
operating
income
(expense),
net(1)
  Operating
profit (loss)
 
   (in millions ofreais) 

Basic Petrochemicals

   25,062.6   (20,266.1  4,796.5   (698.4  —      (373.7  3,724.4 

Polyolefins

   20,307.4   (16,041.1  4,266.3   (1,303.8  —      (119.8  2,842.7 

Vinyls

   3,016.4   (2,833.8  182.6   (240.7  —      (49.4  (107.4

USA and Europe

   8,896.1   (6,080.7  2,815.3   (559.5  —      (9.3  2,246.5 

Mexico (2)

   1,586.9   (1,017.1  569.9   (246.1  —      (125.4  198.3 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total segments

   58,869.4   (46,238.8  12,630.6   (3,048.5  —      (677.5  8,904.5 

Other segment(3)

   12.2   (14.8  (2.6  (1.9  —      (20.9  (25.3

Corporate unit(4)

   —     —     —     (108.2  30.1    (3,053.8  (3,131.9

Reclassifications and eliminations(5)

   (11,217.6  11,312.9   95.4   108.6   —      —     204.0 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Consolidated

   47,664.0   (34,940.7  12,723.4   (3,050.0  30.1    (3,752.2  5,951.2 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

   Year Ended December 31, 2015 – Restated 
   Net sales
revenue
  Cost of
products sold
  Gross profit  Selling, general
and
distribution
expenses
  Results from
equity
investments
   Other
operating
income
(expense),
net(1)
  Operating
profit (loss)
 
   (in millions ofreais) 

Basic Petrochemicals

   24,269.8   (20,053.1  4,216.7   (658.9  —      (178.1  3,379.6 

Polyolefins

   19,986.2   (15,461.2  4,525.0   (1,224.6  —      (130.7  3,169.7 

Vinyls

   2,780.1   (2,415.9  364.2   (224.9  —      (27.0  112.4 

USA and Europe

   8,239.9   (6,908.6  1,331.3   (445.9  —      (13.4  872.0 

Mexico (2)

   472.0   (486.8  (14.8  (88.2  —      3.8   (99.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total segments

   55,747.9   (45,325.5  10,422.4   (2,642.5  —      (345.5  7,434.4 

Other segment(3)

   159.5   (150.2  9.3   (6.5  —      (73.9  (71.0

Corporate unit(4)

   —     —     —     (9.0  2.2    (244.6  (251.3

Reclassifications and eliminations(5)

   (9,027.5  8,747.7   (279.7  124.7   —      (67.3  (222.3
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Consolidated

   46,880.0   (36,728.0  10,152.0   (2,533.3  2.2    (731.2  6,889.7 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

   Year Ended December 31, 2014 – Restated 
   Net sales
revenue
  Cost of
products sold
  Gross
profit
  Selling, general
and
distribution
expenses
  Results from
equity
investments
   Other
operating
income
(expense),
net(1)
  Operating
profit (loss)
 
   (in millions ofreais) 

Basic Petrochemicals

   25,576.3   (23,252.8  2,323.5   (692.7  —      190.3   1,821.1 

Polyolefins

   18,502.2   (15,599.6  2,902.6   (965.7  —      (53.2  1,883.7 

Vinyls

   2,709.5   (2,551.5  158.0   (205.3  —      57.3   10.0 

USA and Europe

   7,934.3   (7,481.3  453.0   (294.9  —      (82.5  75.6 

Mexico (2)

   273.3   (262.6  10.6   (58.7  —      4.2   (43.9
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Total segments

   54,995.5   (49,147.8  5,847.7   (2,217.3  —      116.0   3,746.4 

Other segment(3)

   129.4   (21.6  107.8   (111.3  —      (8.3  (11.8

Corporate unit(4)

   —     —     —     (110.5  3.9    (96.6  (203.1

Reclassifications and eliminations(5)

   (9,989.0  9,817.8   (171.3  78.1   —      31.7   (61.6
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

Consolidated

   45,135.9   (39,351.7  5,784.2   (2,361.1  3.9    42.8   3,469.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

   

 

 

  

 

 

 

 

Year Ended December 31, 2023

 

Net revenue

Cost of products sold

Gross profit

Selling, general and distribution expenses

Results from equity investments

Other operating income (expense), net

Profit (loss) before net financial expenses and taxes

 (in millions of reais)
Brazil49,512(48,159)1,353(1,781)   (1,443)(1,871)
United States and Europe17,507(16,127)1,380(802)309887
Mexico

4,449

(4,366)

83

(615)

195

(337)

Total71,468(68,652)2,816(3,198)(939)(1,321)
Other (1)782(501)28113778433
Corporate unit(2,033)   458(1,575)
Reclassifications and eliminations(2)

(1,681)

1,605

(76)

240

   

(493)

(329)

Consolidated

70,569

(67,548)

3,021

(4,854)

7

(966)

(2,792)

        

 

(1)Includes research and development.
(2)(1)(i)With the operational startup of Braskem Idesa, our company began to report as of January 1, 2016, the “Mexico” segment, which includes activities related to polyethylene production and sale of that subsidiary. Such financial information for the years ended December 31, 2015 and December 31, 2014,which were previously presented under “Other segments”, are now presented in this new segment.
(3)Represents expensesincome (expenses) of Braskem that are not allocated to any particular segment.
(4)(2)Eliminations consist primarily of intersegment sales, which are made in similar terms as arm’s length transactions.inter-segment sales.

 

 

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Year Ended December 31, 2022

 

Net revenue

Cost of products sold

Gross profit

Selling, general and distribution expenses

Results from equity investments

Other operating income (expense), net

Profit (loss) before net financial expenses and taxes

 (in millions of reais)
Brazil69,080(63,196)5,884(1,853)   (1,889)2,142
United States and Europe23,421(19,986)3,435(838)   572,653
Mexico

5,834

(5,070)

764

(452)

(33)

280

Total98,335(88,252)10,083(3,143)   (1,865)5,075
Other(1)403(262)14083355263
Corporate unit(2,197)19(2,177)
Reclassifications and eliminations(2)

(2,219)

3,353

1,135

(27)

4

1,111

Consolidated

96,519

(85,161)

11,358

(5,284)

35

(1,837)

4,272

         

(1)Represents income (expenses) of Braskem that are not allocated to any particular segment.
(2)Eliminations consist primarily of inter-segment sales.

In the following discussion, references to increases or declines in any period are made by comparison with the corresponding prior period, except as the context otherwise indicates.

Year Ended December 31, 20162023, Compared with Year Ended December 31, 20152022

The following table sets forth our consolidated financial information for the years ended December 31, 20162023, and 2015.2022.

 2023 2022 % Change
 (in millions of reais) 
Net revenue70,569 96,519 (27%)
Cost of products sold

(67,548)

(85,161)

(21%)

Gross profit3,021 11,358 (73%)
Income (expenses):     
Selling and distribution(1,916) (2,108) (9%)
Loss for impairment of trade accounts receivable and others from clients(83) (38) 115%
General and administrative(2,472) (2,764) (11%)
Research and development(383) (374) 2%
Results from equity-accounted investees7 35 (80%)
Other income1,769 507 249%
Other expenses

(2,735)

(2,344)

17%

(Loss) profit before financial results and taxes(2,792) 4,272 (165%)
Financial results:     
Financial expenses(5,589) (5,066) 10%
Financial income1,678 1,374 22%
Exchange rate variations, net

511

(533)

(196%)

Financial results(3,400)

(4,225)

(20%)
 (Loss) profit before income tax(6,192) 47 -
Income taxes1,302

(868)

-

Net (loss) profit for the year(4,890)

(821)

496%

 

   Year Ended December 31, 
   2016   2015   % Change 
   (in millions ofreais)     

Net sales revenue

   47,664.0    46,880.0    1.7

Cost of products sold

   (34,940.6   (36,728.0   (4.9)% 
  

 

 

   

 

 

   

Gross profit

   12,723.4    10,152.0    25.3

Income (expenses):

      

Selling and distribution

   (1,410.8   (1,083.2   30.3

General and administrative

   (1,477.2   (1,280.5   15.4

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   Year Ended December 31, 
   2016   2015   % Change 
   (in millions ofreais)     

Research and development

   (162.0   (169.6   (4.5)% 

Results from equity investments

   30.1    2.2    n.m. 

Other operating expenses, net

   (3,752.2   (731.2   413.1
  

 

 

   

 

 

   

Operating profit

   5,951.2    6,889.7    (13.6)% 

Financial results:

      

Financial expenses

   (3,571.0   (3,163.4   12.9

Financial income

   690.1    584.9    18.0

Exchange rate variations, net

   (3,210.4   102.9    n.m. 
  

 

 

   

 

 

   

Financial expenses, net

   (6,091.3   (2,475.6   146.1
  

 

 

   

 

 

   

Profit (loss) before income tax and social contribution

   (140.0   4,414.2    n.m. 

Income tax and social contribution

   (616.0   (1,660.4   (62.9)% 
  

 

 

   

 

 

   

Profit (loss) from continuing operations

   (756.1   2,753.8    n.m. 

Results from discontinued operations

   26.9    6.4    320.9
  

 

 

   

 

 

   

Profit (loss)

   (729.2   2,760.2    n.m. 
  

 

 

   

 

 

   

n.m.: Not meaningful

Net Sales Revenuerevenue

Net sales revenue increaseddecreased by 1.7%,R$25,950 million, or R$784.0 million,27%, to R$47,644.070,569 million in 20162023, from to R$46,880.096,519 million in 2015,2022, attributable mainly to: (i) a decrease of R$19,568 million in net revenue from our Brazil segment; (ii) a decrease of R$5,914 million in net revenue from our USA and Europe segment; and (iii) a decrease of R$1,385 million in net revenue from our Mexico segment.

Net Revenue of Brazil Segment

Net revenue of our Brazil segment decreased by R$19,568 million, or 28%, to R$49,512 million in 2023, compared to R$69,080 million in 2022, primarily as a result of (1) a R$1,114.9 million, or 236.2%, increase in net sales revenue of our Mexico Unit, to R$1,586.9 million in 2016 from R$472.0 million in 2015,of: (i) lower PE, PP, and (2) a R$792.8 million, or 3.3%, increase in net sales revenue of our Basic Petrochemicals Unit, to R$25,062.6 million in 2016 from R$24,269.8 million in 2015. Reclassifications and eliminations of net sales revenues of our segments in consolidation, primarily reflecting intercompany sales of basic petrochemicals by our Basic Petrochemicals Unit to our other segments, increased by 24.3%, or R$2,190.1 million, to R$11,217.6 million in 2016 from R$9,027.5 million in 2015.

Net Sales Revenue of Basic Petrochemicals Unit

Net sales revenue of the Basic Petrochemicals Unit increased by R$792.8 million, or 3.3%, to R$25,062.6 million in 2016 from R$24,269.8 million in 2015.

Net Sales Revenue Generated by Sales in Brazil:

In 2016, net sales revenue from domestic sales in Brazil increased by 0.9%, or R$165 million, to R$19,490 million (including R$10,775 million from sales to the Polyolefins and Vinyls Units) in 2016 compared to R$19,326 million in 2015, primarily due to higher sales by volume of basic petrochemicals to third parties, in particular a 66% increasePVC prices in the international market, which resulted in a negative impact of R$7,923 million; (ii) lower main chemicals prices in the international market, which resulted in a negative impact of R$4,370 million; and (iii) lower Brazilian sales volume of gasoline in the domestic market as a result of the prioritization of domestic sales.

Sales Volume in Brazil.

Internal Transfers: The Basic Petrochemicals Unit transfers mainly ethylene to the Vinyls Unitresins and ethylenemain chemicals, and propylene to the Polyolefins Unit. The table below sets forth our Basic Petrochemicals Unit’s internal transfers by volume for the periods indicated.

Basic Petrochemicals Unit’s

Internal Transfers Volume

  Year Ended December 31, 
  2016   2015   % Change 
   (in tons)     

Ethylene

   2,856,541    2,793,531    2.3

Propylene

   1,022,070    987,280    3.5
  

 

 

   

 

 

   

Total

   3,878,611    3,780,811    2.6
  

 

 

   

 

 

   

The table below sets forth our Basic Petrochemicals Unit’s sales in Brazil to third parties by volume for the periods indicated:

Basic Petrochemicals Unit’s

Domestic Sales Volume

  Year Ended December 31, 
  2016   2015   % Change 
   (in tons)     

Ethylene

   511,865    485,761    5.4

Propylene

   291,311    246,081    18.4

Cumene

   194,472    206,035    (5.6)% 

Butadiene

   198,451    220,109    (9.8)% 

BTX(1)

   676,958    631,466    7.2
  

 

 

   

 

 

   

Total

   1,873,057    1,789,452    4.7
  

 

 

   

 

 

   

(1)BTX is defined as Benzeno, Tolueno and Paraxylene.

Net Sales Revenue Generated by Exports.

Net sales revenue from exports increased by 12.7%, or R$628 million, to R$5,572 million in 2016 compared to R$4,944 million in 2015, mainly due to: (i) the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period; and (ii) the higher sales volume and better international price references for certain basic petrochemicals, particularly butadiene.

Sales Volume from Exports.

Our Basic Petrochemicals Unit’slower export volume of export sales decreased 6.7%, to 704.7 ktonsresins, which resulted in 2016 from 754.9 ktons in 2015, primarily due to (i) the substitutiona negative impact of propylene export volumes to supply to a client in the acrylics complex in Bahia, (ii) the increased volume of gasoline allocated to the Brazilian market, and (iii) the higher volume of transfers to the Polyolefins Unit to produce polypropylene. These factorsR$4,392 million, which were partially offset by higher exports volume of benzene and butadiene.

   Year Ended December 31, 

Basic Petrochemicals Unit’s Export Sales Volume

  2016   2015   % Change 
   (in tons)     

Ethylene

   64,193    62,859    2.1

Propylene

   79,312    170,454    (53.5)% 

Butadiene

   213,666    165,404    29.2

BTX(1)

   347,498    356,195    (2.4)% 
  

 

 

   

 

 

   

Total

   704,670    754,911    (6.7)% 
  

 

 

   

 

 

   

(1)BTX is defined as Benzeno, Tolueno and Paraxylene.

Net Sales Revenue of Polyolefins Unit

Net sales revenue of the Polyolefins Unit increased by 1.6%, or R$321.2 million, to R$20,307.4 million in 2016 from R$19,986.2 million in 2015, primarily as a result of (i) higher sales volume, particularly in the export market, and (ii) the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period.

Net Sales Revenue Generated by Sales in Brazil.

Net sales revenue from domestic sales in Brazil decreased by 1%, or R$129.0 million, to R$13,903 million in 2016 from R$14,032.1 million in 2015, primarilymain chemicals due to the lower polypropylene pricesbetter commercial opportunities in the international market.

Sales Volume in Brazil .

In 2016, sales volume in Brazil decreased 0.8%, to 2,811.1 ktons in 2016 from 2,832.8 ktons in 2015, primarily as a result of deceleration in the performance of important sectors of the economy that accompany the performance of the Brazilian GDP. The table below sets forth information regarding the weighted average international prices of main chemicals and resins that are generally used as a reference for our Polyolefins Unit’s domestic sales volumeBrazil Segment for the periods indicated:

International References(1)

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
Main Chemicals(2)1,0411,262(18%)
Resins(3)9301,201(23%)
(1)Source: External consulting (spot price).
(2)Average prices weighted based on Braskem’s capacity production: ethylene (20%), butadiene (10%), propylene (10%), cumene (5%), benzene (20%), paraxylene (5%), gasoline (25%) and toluene (5%).
(3)PE US (54%), PP Asia (33%) and PVC Asia (13%).

 

   Year Ended December 31, 

Polyolefins Unit’s Domestic Sales Volume

  2016   2015   % Change 
   (in tons)     

Polyethylene

   1,705,462    1,705,877    n.m. 

Polypropylene

   1,105,675    1,126,949    (1.9)% 
  

��

 

   

 

 

   

Total

   2,811,137    2,832,827    (0.8)% 
  

 

 

   

 

 

   

Net Sales Revenue Generated by Exports.

Our Polyolefins Unit’s net sales revenue from exports increased 7.6%, or R$450.2 million, to R$6,404.3 million in 2016 from R$5,954.1 million in 2015, primarily due to higher sales volume and the 4.3% depreciation of thereal against the U.S. dollar the corresponding period, which were offset by lower average prices in the international market.

Sales Volume from Exports.

Our Polyolefins Unit’s volume of export sales increased 21.7% to 1,590 kton from 1,307 kton in 2015, primarily due to an increase in the volume of export of polypropylene, mainly to South America and Europe, and an increase in the volume of exports of polyethylene to northern South America, as part of our strategy to support the startup of the Mexico Complex.

   Year Ended December 31, 

Polyolefins Unit’s Export Sales Volume

  2016   2015   % Change 
   (in tons)     

Polyethylene

   1,024,233    921,044    11.2

Polypropylene

   566,255    386,150    46.6
  

 

 

   

 

 

   

Total

   1,590,488    1,307,193    21.7
  

 

 

   

 

 

   

Net Sales Revenue of Vinyls Unit

Net sales revenue of our Vinyls Unit increased by 8.5%, or R$236.3 million, to R$3,016.4 million in 2016 from R$2,780.1 million in 2015, primarily as a result of an increase in sales volume of PVC and the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period.

Net Sales Revenue Generated by Sales in Brazil.

Net sales revenue of the Vinyls Unit generated by sales in Brazil increased 4%, or R$110.2 million, to R$2,695 million in 2016 from R$2,585.0 million in 2015, primarily as a result of the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period, which was partially offset by a 0.3% decrease in the average Northeast Asian spot market prices of PVC in U.S. dollars, as reported by IHS.

Sales Volume in Brazil.

Our Vinyls Unit’s volume of sales in Brazil decreased 0.2% to 528.3 kton in 2016 from 529.5 ktons in 2015, primarily due to an increased in the volume of sales made to the agribusiness sector (irrigation tubing).

   Year Ended December 31, 

Vinyls Unit’s Domestic Sales Volume

  2016   2015   % Change 
   (in tons)     

PVC

   528,314    529,493    (0.2)% 
  

 

 

   

 

 

   

Total

   528,314    529,493    (0.2)% 
  

 

 

   

 

 

   

Net Sales Revenue Generated by Exports.

Our Vinyls Unit’s net sales revenue increased by 65%, or R$126.1 million, to R$321 million from R$195.1, primarily due to an increase in the export sales volume of PVC.

Sales Volume from Exports.

Our Vinyls Unit’s volume of export sales increased by 78.8%, to 116.9 kton in 2016 from 65.4 kton in 2015, primarily due to our strategy to export part of our PVC production given the weaker demand in the domestic market.

   Year Ended December 31, 

Vinyls Unit’s Export Sales Volume

  2016   2015   % Change 
   (in tons)     

PVC

   116,919    65,375    78.8
  

 

 

   

 

 

   

Total

   116,919    65,375    78.8
  

 

 

   

 

 

   

Net Sales Revenue of USA and Europe UnitSegment

Net sales revenue of our USA and Europe Unit, which includes our polypropylene assetssegment decreased by R$5,914 million, or 25%, to R$17,507 million during 2023, from R$23,421 million during 2022, mainly as a result of the 33% reduction in the average international reference price for PP in the United States and Europe, increasedwhich were partially offset by 8.0%,higher sales volume and sales mix optimization resulted in a negative impact of R$7,626million.

The table below sets forth information regarding the weighted average international price of PP, which is generally used as a reference for our USA and Europe segment for the periods indicated:

International References(1)

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
PP USA and Europe(2)1,4012,084(33%)
(1)Source: External consulting (spot price).
(2)Average prices weighted based on Braskem’s capacity production: PP USA (72%) and PP Europe (28%).

Net Revenue of Mexico Segment

Net revenue of our Mexico segment decreased by R$1,385 million, or R$656.2 million,24%, to R$8,896.14,449 million during in 2023, from R$5,834 million in 2016 from R$8,239.9 million in 2015, primarily2022, as a result of the higher polypropylene pricesa decrease of 26% in the U.S. market and the stronger sales volume. In 2016, polypropylene sales volume increased 2% from the previous year, due to the better operating performance of our Units and the higher demandinternational reference price for polypropylenePE in the United States and Europe.

Net Sales Revenueperiod, resulting in a negative impact of Mexico Unit

Net sales revenue of the Mexico Unit increasedR$735 million, which was partially offset by 236.2%, or R$1,114.9 million, to R$1,586.9 millionan increase in 2016 from R$472.0 million in 2015, as a result of the commencement of operations of the Mexico Complex. Thepolyethylene sales volume of polyethylene by this segment increased to approximately 431.7 ktons5%, resulting in 2016 from approximately 100.0 ktons in 2015. For more information about the Mexico Complex and the Mexico Unit, see “Item 4. Information on the Company—Recent Developments—Commencementa positive impact of Operations of Our Mexico Unit.”R$260 million.

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International References(1)

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
PE US9441,284(26%)
(1)Source: External consulting (spot price).

Cost of Products Sold and Gross Profit

Cost of products sold declineddecreased by 4.9%,R$17,613 million, or R$1,787.4 million,21%, to R$34,940.667,548 million in 20162023, from R$36,728.185,161 million in 2015,2022, primarily as a result of: (i) a decrease of a 12.0% decreaseR$15,037 in the cost of products sold byin our Brazil segment; (ii) a decrease of R$3,859 in the cost of products sold in our USA and Europe Unit, which was partially offset bySegment; and (iii) a 3.8% increaseR$704 decrease in the cost of products sold byin our Polyolefins Unit. Reclassifications and eliminations of cost of sales and services rendered by our Units calculated as part of our consolidation, primarily reflecting the costs of basic petrochemicals purchases by our Polyolefins and Vinyls Units from our Basic Petrochemicals Unit, increased by 29.3% in 2016.Mexico segment.

Consolidated gross profit increaseddecreased by 25.3%,R$8,337 million, or R$2,571.4 million73%, to R$12,723.43,021 million in 20162023, from R$10,152.011,358 million in 2015.2022. Gross margin (gross profit as a percentage of net sales revenue) increaseddecreased to 26.7% during 20164% in 2023, from 21.7% during 2015.12% in 2022.

Cost of Products Sold of Basic Petrochemicals Unitthe Brazil Segment

Cost of products sold of the Basic Petrochemicals Unit increasedour Brazil segment decreased by 1.1%,R$15,037 million, or R$213.0 million,24%, to R$20,266.1 million from R$20,053.148,159 million in 2015,2023, from R$63,196 million in 2022, primarily as a result ofof: (i) a 3.3% increase16% decrease in the total productionaverage Amsterdam-Rotterdam-Antwerp (ARA) naphtha price; (ii) a 49% decrease in the average Mont Belvieu reference price of ethane; (iii) 36% a decrease in the Basic Petrochemicals Unitaverage Mont Belvieu reference price of propane; (iv) a lower Brazilian sales volume of resins and the 4.3% depreciationmain chemicals, and lower export volume of thereal against the U.S. dollar during the corresponding period.resins.

International References(1)

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
Naphtha ARA643.4769.7(16.4%)
Ethane U.S.182.3356.2(48.8%)
Propane U.S.370.3575.8(35.7%)
(1)Source: External consulting (spot price).

Gross profit of the Basic Petrochemicals Unit increasedour Brazil segment decreased by 13.8%R$4,531 million, or 77%, to R$4,796.5 million during 2016 from R$4,216.7 million during 2015, and gross margin increased to 19.1% during 2016 from 17.4% during 2015.

Cost of Products Sold of Polyolefins Unit

Cost of products sold of the Polyolefins Unit increased by 3.8%, or R$580.0 million, to R$16,041.11,353 million in 2016 to2023, from R$15,461.25,884 million in 2015,2022, primarily as a result of: (i) a decrease in resin spread of the increase in sales volume discussed above and the 4.3% depreciation of thereal against the U.S. dollar28%, to US$319 per ton during the corresponding period. The effectsyear ended December 31, 2023, from US$442 per ton during the period of these factors were partially offset by2022; and (ii) a decrease in main chemicals spread of 19%, to US$398 per ton during the lower feedstock price.year ended December 31, 2023, from US$493 per ton during the period of 2022.

Gross margin (gross profit as a percentage of the Polyolefins Unit decreased by 5.7% to R$4,266.3 million during 2016 from R$4,525.0 million during 2015, and gross marginnet revenue) of our Brazil segment decreased to 21.0% during 20163% in 2023, from 22.6% during 2015.9% in 2022.

Cost of Products Sold of Vinyls Unit

Cost of products sold of the Vinyls Unit increased by 17.3%, or R$417.9 million, to R$2,833.8 million in 2016 from R$2,415.9 million in 2015, primarily as a result of the increase in sales and production volumes and the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period.

Gross profit of the Vinyls Unit declined by 49.9% to R$182.6 million during 2016 from R$364.2 million during 2015, while gross margin declined to 6.1% during 2016 from 13.1% during 2015.

Cost of Products Sold of USA and Europe UnitSegment

Cost of products sold of theour USA and Europe Unit declinedSegment decreased by 12.0%,R$3,859 million, or R$827.9 million,19%, to R$6,080.716,127 million in 20162023, from R$6,908.619,986 million in 2015,2022, primarily as a result of decreasesa 16% decrease in the average international price reference of propylene.propylene in the United States and Europe.

International References(1)

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
Propylene USA and Europe(2)1,0161,216(16%)
(1)Source: External consulting (spot price).
(2)Average prices weighted based on Braskem’s capacity production: Propylene USA (72%) and Propylene Europe (28%).

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Gross profit of our USA and Europe Segment decreased by R$2,055 million, or 60% to R$1,380 million in 2023, from R$3,435 million in 2022, mainly due to a decrease of 56% in the international references of PP spreads for the USA and Europe Unit increased by 111.5%Segment. Gross margin (gross profit as a percentage of net revenue) of our USA and Europe Segment decreased to R$2,815.3 million during 20168% in 2023, from R$1,331.3 million during 2015, and gross margin increased to 31.6% during 2016 from 16.2% during 2015.15% in 2022.

Cost of Products Sold by Mexico UnitSegment

Cost of products sold of our Mexico segment decreased by the Mexico Unit increased by 108.9%,R$704 million, or R$530.2 million,14%, to R$1,017.14,366 million in 20162023, from R$486.85,070 million in 2015, as a result of the commencement of operations of the Mexico Complex. For more information about the Mexico Complex and the Mexico Unit, see “Item 4. Information on the Company—Recent Developments—Commencement of Operations of Our Mexico Unit.”

During 2016, the Mexico Unit recorded a gross profit R$569.9 million and gross margin of 35.9%. During 2015, the Mexico Unit recorded a gross loss R$14.8 million and a negative gross margin of 3.1%.

Selling and Distribution Expenses

Selling and distribution expenses increased by 30.3%, or R$327.7 million, to R$1,410.8 million in 2016 from R$1,083.2 million in 2015, primarily as a result of increase of our consolidated volume of exports sales and logistical expenses.

General and Administrative Expenses

General and administrative expenses increased by 15.4%, or R$196.7 million, to R$1,477.2 million in 2016 from R$1,280.5 million in 2015, primarily as a result of: (1) the effects of the 4.3% depreciation of thereal against the U.S. dollar during the corresponding period on our expenses related to international businesses; (2) the advertising expenses associated with the Paralympic Games; (3) expenses with attorneys and auditors in connection with the Investigation conducted in 2016; (4) higher expenses with software licensing; and (5) the startup of the Braskem Idesa petrochemical complex..

Research and Development Expenses

Research and development expenses declined by 4.5%, or R$7.6 million, to R$162.0 million in 2016 from R$169.6 million in 2015,2022, primarily as a result of the effectreductions of 61% and 49% in the average ethane and natural gas prices in the international market.

International References1

Year Ended December 31,

2023

2022

% Change

 (in US$/ton) 
Ethane U.S.182.3356.2(48.8%)
(1)Source: External consulting (spot price).

Gross profit of our Mexico segment decreased by R$681 million, or 89%, to R$83 million in 2023, from R$764 million in 2022, as a result of a 14% decrease in international ethane average prices in the period. Gross margin (gross profit as a percentage of net revenue) of our Mexico segment decreased to 2% in 2023, compared to 13% in 2022, as a result of the 4.3% depreciationaforementioned factors.

Selling and Distribution Expenses

Selling and distribution expenses decreased by R$192 million, or 9%, to R$1,916 million in 2023, from R$2,108 million in 2022, primarily due to a decrease in third parties services, storage, and logistics expenses as a result of thereal againstlower sales volume in our Brazil segment and the U.S. dollarimplementation of variable cost reduction initiatives. Selling and distribution expenses as a percentage of net revenue were 3% during the correspondingyear ended December 31, 2023, compared to 2% in 2022.

Loss for Impairment of Trade Accounts Receivable and Others from Clients

Loss for impairment of trade accounts receivable and others from clients increased by R$45 million, or 118%, to an impairment expense of R$83 million in 2023, from an impairment expense of R$38 million in 2022, mainly due to customer defaults in Brazil due to economic and sector challenges.

General and Administrative Expenses

General and administrative expenses decreased by R$292 million, or 11%, to R$2,472 million in 2023, from R$2,764 million in 2022, primarily as a result of lower expenses resulting from advertising and publicity, consulting services, legal expenses and travels as a result of the implementation of expenses reduction initiatives. General and administrative expenses as a percentage of net revenue were 3.5% during the year ended December 31, 2023, compared to 3% in 2022.

Research and Development Expenses

Research and development expenses increased by R$9 million, or 2%, to R$383 million in 2023, from R$374 million during the period on the translationof 2022, mainly due toreais higher expenses with employees’ compensation and benefits, registration and maintenance of investments made in U.S. dollars.brands and patents, facilities rental and laboratory materials. Research and development expenses as a percentage of net sales revenue declinedwere 0.5% during the year ended December 31, 2023, compared to 0.3% during 2016 from 0.4% during 2015.in 2022.

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Results from Equity InvestmentsEquity-Accounted Investees

Results from equity investments decreased by R$28 million, or 80%, to a profit of R$7 million in 2023, from a profit of R$35 million in 2022, due to lower gains from our investees Refinaria de Petróleo Riograndense (RPR) and higher loss from our investee Sustainea Bioglycols, which were partially offset by higher gains from our investee Borealis Brasil S.A.

Other Income

Other income increased by R$27.91,262 million, or 249%, to a gain of R$30.11,769 million in 20162023, from a gain of R$2.2507 million in 2015, as a result2022, mainly due to: (i) the settlement of an increase inclaim agreement signed with insurance companies; and (ii) the resultsrecognition of jointly-controlled investments, primarily RPRPIS and Borealis. For more information related to our results of equity investments, see note 12 to our financial statements included elsewhere herein.

COFINS tax credits on inputs considered essential and relevant. Other Operating Income (Expenses), Net

Other operating expenses, net increased by 413.1%, or R$3,021.0 million, to R$3,752.2 million in 2016 from R$731.2 million in 2015, consisting of: (1) R$2,860.4 million in expenses related to the Global Settlement among us and the MPF, the DoJ, the SEC and the OAG; (2) depreciation expenses and maintenance costs of R$252.3 million related to idle industrial plants, including R$138.6 million in costs corresponding to installed and unused capacity in the first months of operation of the subsidiary Braskem Idesa; (3) expenses of R$182.6 million related to environmental provisions; (4) allowances for labor, tax and other claims of R$170.0 million; and (5) provision of R$53.8 million related to investment losses and expenses with projects;

Other operating expenses, net was R$731.2 million during 2015, consisting of: (1) depreciation expenses and maintenance costs of R$152.5 million related to idle industrial plants, including the São Paulo site during the period the unit was shut down; (2) provision of R$174.5 million related to investment losses and expenses with projects; (3) allowances for labor and tax claims of R$105.6 million; (4) expenses of R$65.8 million related to environmental provisions; and (5) R$85.6 million related to other operating expenses.

Operating Profit (Loss)

As a result of the foregoing:

operating profit on a consolidated basis declined by 13.6%, or R$938.5 million, to R$5,951.2 million in 2016 from R$6,889.7 million in 2015, andincome as a percentage of net sales revenue operating profit decreased to 12.5% during 2016 from 14.7% during 2015;

operating profit of the Basic Petrochemicals Unit increased by 10.2% to R$3,724.4 million during 2016 from R$3,379.6 million during 2015, and the operating margin of the Basic Petrochemicals Unit increased to 14.9% during 2016 from 13.9% during 2015;

operating profit of the Polyolefins Unit declined by 10.3% to R$2,842.7 million during 2016 from R$3,169.7 million during 2015, and the operating margin of the Polyolefins Unit declined by 14.0% during 2016 from 15.9% during 2015;

operating profit of the USA and Europe Unit increased to R$2,246.5 million during 2016 from R$872.0 million during 2015, and the operating margin of the USA and Europe Unit increased to 25.3% during 2016 from 10.6% during 2015;

during 2016, the Vinyls Unit recorded an operating loss of R$107.4 million and negative operating margin of 3.6%, compared to an operating profit of R$112.4 million and operating margin of 4.0% during 2015; and

during 2016, the Mexico Unit recorded an operating profit of R$198.3 million and operating margin of 12.5%, compared to an operating loss of R$99.3 million and negative operating margin of 21.0% during 2015.

Financial Results

Financial expenses, net increased by 146%, or R$3,615.7 million, to R$6,091.3 million in 2016 from R$2,475.6 million in 2015, primarily as a result of our recording a R$3,210.4 million loss in exchange rate variation, net in 2016 compared to R$102.9 million gain in exchange rate variation, net in 2015, principally due to the start of the recognition of hedge accounting under profit or loss in the amount of R$1,298 million and the 16.5% appreciation of therealwas 3% during the corresponding period, which negatively affected the balance of financial investments and accounts receivable in foreign currencies.

Financial Income

Financial income increased by 18.0%, or R$105.2 million, to R$690.1 million in 2016 from R$584.9 million in 2015, primarily due to a R$118.3 million increase in interest income, which was partially offset by a R$12.8 million decrease in other financial income.

Financial Expenses

Financial expenses increased by 12.9%, or R$407.8 million, to R$3,571.0 million in 2016 from R$3,163.4 million in 2015, primarily due to a R$320.9 million increase in interest expenses, a R$97.4 million increase in monetary variations on fiscal debts and a R$32.3 million increase in monetary variations.

Income Tax and Social Contribution

During the Investigation, the specialized law firms identified payments for services to third parties without corresponding evidence of the services being rendered, or the Improper Commission Payments. As a result, we recognized errors in our calculation of taxes payable in prior periods, or the Tax Adjustments, determined that these errors were material, and that we would be required to restate our financial statements included in Amendment No. 1 of the Form20-F for the fiscal year ended December 31, 2015, as described2023, compared to 1% in more detail2022.

Other Expenses

Other expenses increased by R$391 million, or 17%, to R$2,735 million in note 2.42023, from R$2,344 million in 2022, primarily due to: the accounting provisions related to our audited consolidated financial statements includedthe geological event in this annual report.

Our income tax and social contribution expense decreased by 62.9% to R$ 616.0 million during 2016 from R$ 1,660.4 million during 2015.

The effective tax rate applicable to our profit before income tax and social contribution was 440.0% in 2016, primarily as a result of: (1) permanent adjustments caused by differences of income tax rates of investments in countries that have a lower tax rate than Brazil, which reduced the effective tax rate by approximately 34.0%; (2) permanent adjustments caused by fines pursuantAlagoas relating to the Global Settlement, which increasedAgreement with the tax rate by 494.5%; (3) permanent adjustmentsMunicipality of Maceió, the progress of action fronts and the additional provisions throughout the year. Other expenses as a percentage of net revenue were 4% during the year ended December 31, 2023, compared to income tax2% in 2022.

Profit (Loss) Before Net Financial Expenses and social contribution from previous years, which increased tax rate by 33.2%; and (4) equity in results of investees, which reduced the applicable effective tax rate by 7.3%.

Profit (Loss)Taxes

As a result of the foregoing, profit (loss) before net financial expenses and taxes on a consolidated basis decreased by R$7,064 million, to a loss of R$2,792 million in 2023, from a profit of R$4,272 million 2022. Operating margin, defined as a percentage of profit (loss) before net financial expenses and taxes divided by net revenue decreased to (4%) in 2023, from 4% in 2022, mainly due to (i) lower international spreads for PE, PP and PVC in Brazil, PP in the United States and Europe, and PE in Mexico; and (ii) higher provisions related to the geological event of Alagoas.

Financial Results

Financial Expenses

Financial expenses increased by R$523 million, or 10%, to R$5,589 million in 2023, from R$5,066 million in 2022, primarily due to higher interest expenses due to the increase of gross debt balance in the period.

Financial Income

Financial income increased by R$304 million, or 22%, to R$1,678 million in 2023, from R$1,374 million in 2022, mainly explained by higher income from interest on financial investments in the Brazilian and international markets due to (i) the increase in the financial investments balance in the period; (ii) the increase in interest rates in Brazil and the international market.

Derivatives and Exchange Rate Variations, Net

Derivatives and exchange rate variations, net increased by R$1,044 million, or 196%, to an income of R$511 million in 2023, from an expense of R$533 million in 2022, primarily as a result of the effects of (i) the appreciation of the real at the end of the period against the U.S. dollar over the average net exposure to the U.S. dollar of the financial result not designated to hedge accounting in the amount of US$4 billion for the twelve-month period ended December 31, 2023; and (ii) the appreciation of the Mexican peso at the end of the period against the U.S. dollar over the average net exposure to the U.S. dollar of the Braskem Idesa financial result not designated to hedge accounting in the amount of US$2 billion for the twelve-month period ended December 31, 2023.

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(Loss) Net Profit For the Year

As a result of the above, we recorded a loss of R$729.24,890 million, or 1.5%7% of net sales revenue, during 2016,in 2023, compared to a profitloss of R$2,760.2821 million, or 5.9%1% of net sales revenue, during 2015.

Year Ended December 31, 2015 Compared with Year Ended December 31, 2014

The following table sets forth consolidated financial information forin 2022, mainly due to (i) lower petrochemical spreads in the years ended December 31, 2015 and 2014.

   Year Ended December 31, 
   2015   2014   % Change 
   (in millions ofreais)     

Net sales revenue

   46,880.0    45,135.9    3.9

Cost of products sold

   (36,728.0   (39,351.7   (6.7)% 
  

 

 

   

 

 

   

Gross profit

   10,152.0    5,784.2    75.5

Income (expenses):

      

Selling and distribution

   (1,083.2   (1,037.4   4.4

General and administrative

   (1,280.5   (1,195.5   7.1

Research and development

   (169.6   (128.1   32.4

Results from equity investments

   2.2    3.9    (43.5)% 

Other operating income (expenses), net

   (731.2   42.8    n.m. 
  

 

 

   

 

 

   

Operating profit

   6,889.7    3,469.8    98.6

Financial results:

      

Financial expenses

   (3,163.4   (2,716.4   16.5

Financial income

   584.9    399.9    46.3

Exchange rate variations, net

   102.9    (84.1   n.m. 
  

 

 

   

 

 

   

Financial expenses, net

   (2,475.6   (2,400.6   3.1
  

 

 

   

 

 

   

Profit before income tax and social contribution

   4,414.2    1,069.2    312.9

Income tax and social contribution

   (1,660.4   (491.0   238.2
  

 

 

   

 

 

   

Profit from continuing operations

   2,753.8    578.2    376.3

Results from discontinued operations

   6.4    0.1    n.m. 
  

 

 

   

 

 

   

Profit

   2,760.2    578.2    377.4
  

 

 

   

 

 

   

n.m.: Not meaningful

Net Sales Revenue

Net sales revenue increased by 3.9%, or R$1,744.1 million, to R$46,880.0 millioninternational market in 2015 from R$45,135.9 million in 2014, primarily as a result of (1) an increase of 8.0% R$1,483.9 million, in net sales revenue of our Polyolefins Unit, to R$19,986.2 million in 2015 from R$18,502.2 million in 2014, and (2) a 3.9%, or R$305.6

million, increase in net sales revenue of our USA and Europe Unit, to R$8,239.9 million in 2015 from R$7,934.3 million in 2014, the effects of which were partially offset by a 5.1% decline in net sales revenue of our Basic Petrochemicals Unit. Reclassifications and eliminations of net sales revenuesall of our segments in consolidation, primarily reflecting intercompany salesthe period; and (ii) higher provisions related to the geological event in Alagoas.

Income Tax

Income tax represented a benefit of basic petrochemicals by our Basic Petrochemicals UnitR$1,302 million compared to our other Units, declined by 9.6%, oran expense of R$961.6 million, to R$9,027.5868 million in 2015 from R$9,989.0 million in 2014.

Net Sales Revenue of Basic Petrochemicals Unit

Net sales revenue of the Basic Petrochemicals Unit decreased by 5.1%, or R$1,306.5 million, to R$24,269.8 million in 2015 from R$25,576.3 million in 2014, primarily as a result of the reduction in international petrochemical prices due to lower oil and naphtha prices, which were partially offset by the increase in total sales volume and the 41.8% depreciation of thereal against the U.S. dollar during the corresponding period.

Net Sales Revenue Generated by Sales in Brazil.

Net sales revenue of our Basic Petrochemicals Unit generated by sales in Brazil decreased 4.3%, to R$19,326 million (including R$11,802 million from sales to the Polyolefins and Vinyls Units) in 2015 from R$19,955 million (including R$11,727 million from sales to the Polyolefins and Vinyls Units) in 2014. The decrease is mainly explained by the reduction in petrochemical prices due to lower oil and naphtha prices.

Sales Volume in Brazil.

Internal Transfers: The Basic Petrochemicals Unit transfers mainly ethylene to the Vinyls Unit and ethylene and propylene to the Polyolefins Unit. The table below sets forth our Basic Petrochemicals Unit’s internal transfers by volume for the periods indicated:

Basic Petrochemicals Unit’s Internal Transfers Volume

  Year Ended December 31, 
  2015   2014   % Change 
   (in tons)     

Ethylene

   2,793,531    2,704,299    3.3

Propylene

   987,280    859,541    14.9
  

 

 

   

 

 

   

Total

   3,780,811    3,563,840    6.1
  

 

 

   

 

 

   

In 2015, sales volume of key basic petrochemicals to third parties increased by 3.7%, to 1.8 million tons, primarily due to an increase in the sales volume of propylene due to the startup of the Basf acrylics complex in Camaçari, Bahia. The table below sets forth our Basic Petrochemicals Unit’s sales in Brazil to third parties by volume for the periods indicated:

Basic Petrochemicals Unit’s Domestic Sales Volume  Year Ended December 31, 
  2015   2014   % Change 
   (in tons)     

Ethylene

   485,761    499,580    (2.8)% 

Propylene

   246,081    208,924    17.8

Cumene

   206,035    211,648    (2.7)% 

Butadiene

   220,109    209,982    4.8

BTX(1)

   631,466    594,951    6.1
  

 

 

   

 

 

   

Total

   1,789,452    1,725,085    3.7
  

 

 

   

 

 

   

(1)BTX is defined as Benzeno, Tolueno and Paraxylene.

Net Sales Revenue Generated by Exports.

Our Basic Petrochemicals Unit’s net sales revenue from exports decreased by 8.3%, to R$ 4,944 million, primarily due to a decreased in the sales volume of exported propylene and lower prices for the main basic petrochemical products.

Sales Volume from Exports.

Our Basic Petrochemicals Unit’s volume of export sales decreased 1.6%, to 754,911 tons in 2015 from 767,379 tons in 2014, principally due to the redirection of propylene to the domestic market with the commissioning of BASF’s acrylic complex.

   Year Ended December 31, 

Basic Petrochemicals Unit’s Export Sales Volume

  2015   2014   % Change 
   (in tons)     

Ethylene

   62,859    11,839    430.9

Propylene

   170,454    236,780    (28.0)% 

Butadiene

   165,404    168,870    (2.0)% 

BTX(1)

   356,195    349,889    1.8
  

 

 

   

 

 

   

Total

   754,911    767,379    (1.6)% 
  

 

 

   

 

 

   

(1)BTX is defined as Benzeno, Tolueno and Paraxylene.

Net Sales Revenue of Polyolefins Unit

Net sales revenue of the Polyolefins Unit increased by 8.0%, or R$1,483.9 million, to R$19,986.2 million in 2015 from R$18,502.2 million in 2014, primarily as a result of an increase in the total net sales volume of 4.1%, mainly due to our capacity to export volumes not absorbed by the domestic market and favorable foreign exchange.

Net Sales Revenue Generated by Sales in Brazil.

Our Polyolefins Unit’s net sales revenue from sales in Brazil decreased by 0.5%, or R$66 million, to R$14,032 million in 2015 from R$14,099 million in 2014, primarily due to a decrease in the polypropylene sales volume from 1,204.0 ktons in 2014 to 1,126.9 ktons in 2015.

Sales Volume in Brazil.

Our Polyolefins Unit’s volume of sales in Brazil decreased 2.7%, to 2,832.8 ktons in 2015 from 2,910.2 ktons in 2014, primarily as a result of the weak performance of the Brazilian economy, particularly in the industrial and automotive sector. The table below sets forth our Polyolefins Unit’s volume of sales in Brazil for the periods indicated:

   Year Ended December 31, 

Polyolefins Unit’s Domestic Sales Volume

  2015   2014   % Change 
   (in tons)     

Polyethylene

   1,705,877    1,706,137    —   

Polypropylene

   1,126,949    1,204,049    (6.4)% 
  

 

 

   

 

 

   

Total

   2,832,827    2,910,185    (2.7)% 
  

 

 

   

 

 

   

Net Sales Revenue Generated by Exports.

Our Polyolefins Unit’s net sales revenue from exports increased by 34.8%, from R$5,954 million in 2015 to R$4,418 million in 2014, primarily as a result an increase in export sales volume and an increase in average prices as a result of the effects of (1) the 41.8% depreciation of thereal against the U.S. dollar in the corresponding period, and (2) increases of 32%, 29% and 31% on average for HDPE, LLDPE and LDPE contract prices in the North American market, respectively, according to IHS.

Sales Volume from Exports.

Our Polyolefins Unit’s volume of export sales increased by 22.4%, to 1,307.2 ktons in 2015 from 1,068.3 ktons in 2014, primarily due to a 35.4% increase in the volume of exports of polyethylene.

   Year Ended December 31, 

Polyolefins Unit’s Export Sales Volume

  2015   2014   % Change 
   (in tons)     

Polyethylene

   921,044    680,390    35.4

Polypropylene

   386,150    387,888    (0.4)% 
  

 

 

   

 

 

   

Total

   1,307,193    1,068,279    22.4
  

 

 

   

 

 

   

Net Sales Revenue of Vinyls Unit

Net sales revenue of the Vinyls Unit increased by 2.6%, or R$70.6 million, to R$ 2,780.1 million in 2015 from R$2,709.5 million in 2014, primarily as a result of an increase in the exports sales volume and the average prices for sales of PVC, which increased primarily as a result of the 41.8% depreciation of thereal against the U.S. dollar during the corresponding period.

Net Sales Revenue Generated by Sales in Brazil.

Our Vinyls Unit’s net sales revenue generated by sales in Brazil decreased by 4.5%, to R$2,571 million in 2015 from R$2,691 million in 2014,2023, primarily as a result of a decrease in sales volume of PVCthe profit before income tax, which was mainly impacted by lower petrochemical spreads in Brazil from 529.5 kton in 2014 to 659.5 kton in 2015.

Sales Volume in Brazil.

Our Vinyls Unit’s volume of sales in the Brazilian market decreased by 19.7%, to 529.5 kton in 2015 from 659.6 kton in 2014, primarily due to a decrease in the demand for PVC as a result of the weak performance of the infrastructure and construction sectors of the main consumers of resin.

   Year Ended December 31, 

Vinyls Unit’s Domestic Sales Volume

  2015   2014   % Change 
   (in tons)     

PVC

   529,493    659,549    (19.7)% 
  

 

 

   

 

 

   

Total

   529,493    659,549    (19.7)% 
  

 

 

   

 

 

   

Net Sales Revenue Generated by Exports.

Our Vinyls Unit’s net sales revenue generated by exports increased by more the 2,000%, to R$195 million in 2015 from R$8 million in 2014, due to the exporting of PVC in 2015.

Sales Volume from Exports.

Influenced by the reduction in domestic demand for PVS and the 41.8% devaluation of thereal against the U.S. dollar during the corresponding period, we began exporting part of our PVC production in 2015, with export sales volume reaching approximately 65.0 ktons in 2015, compared to zero export sales of PVC in 2014.

Net Sales Revenue of USA and Europe Unit

Net sales revenue of the USA and Europe Unit, which includes our polypropylene assets in the United States and Europe, increased by 3.9% during 2015, or R$305.6 million, from R$7,934.3 million in 2014 to R$8,239.9 million in 2015, primarily as a result of a 5.9% increase in sales volume, accompanying the higher supply and the improved economic scenario, especially in the United States. This increased demand reflects the gain in competitiveness resulting from a decrease in the price of propylene (feedstock used to make polypropylene) due to the oversupply of propylene produced at refineries.

Net Sales Revenue of Mexico Unit

Net sales revenue of the Mexico Unit increased by 72.7%, or R$198.7 million, from R$273.3 million in 2014 to R$472.0 million in 2015, primarily due to the fact that the Mexico Complex was not operational in 2014.

Cost of Products Sold and Gross Profit

Cost of products sold declined by 6.7%, or R$2,623.7 million, to R$36,728.0 million in 2015, from R$39,351.7 million in 2014, primarily as a result of (1) a 13.8% decrease in cost of products sold in our Basic Petrochemicals Unit, and (2) a 7.6% decrease in cost of products sold in our USA and Europe Unit. Reclassifications and eliminations of cost of sales and services renderedall of our segments in consolidation, primarily reflecting the costs of basic petrochemicals purchases by our Polyolefins and Vinyls Units from our Basic Petrochemicals Unit, declined by 10.9% during 2015, to R$8,747.7 million 2015, from R$9,817.8 million in 2014.period.

Consolidated gross profit increased by 75.4% during 2015. Gross margin (gross profit as a percentage of net sales revenue) increased to 21.7% during 2015 from 12.8% during 2014.

Cost of Products Sold of Basic Petrochemicals Unit

Cost of products sold of the Basic Petrochemicals Unit declined by 13.8%, or R$3,199.7 million, to R$20,053.1 million in 2015 from R$23,252.8 million in 2014, primarily as a result of a reduction in the cost of naphtha, the main feedstock, which registered an average price of US$462 per ton in 2015, a decline of 45% from 2014. This decline is partially explained by a 47% reduction in the price of crude oil during 2014.

Gross profit of the Basic Petrochemicals Unit increased by 81.5% to R$4,216.7 million during 2015 from R$2,323.5 million during 2014, and gross margin increased to 17.4% during 2015 from 9.1% during 2014.

Cost of Products Sold of Polyolefins Unit

Cost of products sold of the Polyolefins Unit declined by 0.9%, or R$138.5 million, to R$15,461.2 million in 2015 from R$15,599.6 million in 2014, primarily as a result of: (1) the effects on our average cost of ethylene from the 17.1% decline in the average Western Europe contract price of ethylene in euros, as reported by IHS, and (2) the effects on our average cost of propylene from the 45.1% decline in the average North American contract price of propylene in U.S. dollars and from the 23.6% decline in the average Western Europe contract price of propylene in euros, as reported by IHS. The effects of these factors were partially offset by the effects of the 41.8% depreciation of thereal against the U.S. dollar and the 18.3% depreciation of therealagainst the euro during the corresponding period on the cost of raw materials of our Polyolefins Unit that are determined by reference to U.S. dollar- and euro-denominated prices, and a 1.6% increase in sales volume of the Polyolefins Unit.

Gross profit of the Polyolefins Unit increased by 55.9% to R$4,525.0 million during 2015 from R$2,902.6 million during 2014, and gross margin increased to 22.6% during 2015 from 15.7% during 2014.

Cost of Products Sold of Vinyls Unit

Cost of products sold of the Vinyls Unit declined by 5.3%, or R$135.6 million, to R$2,415.9 million in 2015 from R$2,551.5 million in 2014, primarily as a result of a 7.8% decline in the total sales volume of our Vinyls Unit. The effects of this decline in sales volume were partially offset by the effects on our Vinyls Unit’s average cost of ethylene of the 17.1% of decline in the average Western Europe contract price of ethylene in euros, as reported by IHS, partially offset by the effects of the 18.3% depreciation of therealagainst the euro, during the corresponding period, on the cost of raw materials of our Vinyls Unit that are determined by reference to euro-denominated prices.

Gross profit of the Vinyls Unit increased by 130.5% to R$364.2 million during 2015 from R$158.0 million during 2014, while gross margin increased to 13.1% during 2015 from 5.8% during 2014.

Cost of Products Sold of USA and Europe Unit

Cost of products sold of the USA and Europe Unit decreased by 7.7%, or R$572.7 million, to R$6,908.6 million in 2015 from R$7,481.3 million in 2014, primarily as a result of (1) the effects on this Unit’s average cost of propylene from the 45.1% decline in the average North American contract price of propylene in U.S. dollars, as reported by IHS, the effects of which were partially offset by the currency translation effects of a 41.8% average depreciation of thereal against the U.S. dollar during the corresponding period, and (2) the effects on this Unit’s average cost of propylene from the 23.6% decline in the average Western Europe contract price of propylene in euros, as reported by IHS, the effects of which were partially offset by the currency translation effects of the 18.3% average depreciation of thereal against the euro. The effects of these reductions in the unit cost of raw materials were partially offset by the 5.9% increase in polypropylene sales volume recorded by this segment.

Gross profit of the USA and Europe Unit increased by 193.9% to R$1,331.3 million during 2015 from R$453.0 million during 2014, and gross margin increased to 16.2% during 2015 from 5.7% during 2014.

Cost of Products Sold of Mexico Unit

Cost of sales of the Mexico Unit increased by 85.4%, or R$224.2 million, to R$486.8 million in 2015 from R$262.6 million in 2014, primarily due to the fact that the Mexico Unit was not operational in 2014.

During 2015, the Mexico Unit recorded a gross loss R$14.8 million and a negative gross margin of 3.1%. During 2014, the Mexico Unit recorded a gross profit R$2.3 million and gross margin of 2.5%.

Selling and Distribution Expenses

Selling and distribution expenses declined by 4.4%, or R$45.7 million, to R$1,083.2 million in 2015 from R$1,037.4 million in 2014, primarily as a result of lower costs in logistics and storage of finished products in the domestic market due to a decrease in domestic sales volume. Selling and distribution expenses as a percentage of net sales revenue remained stable at 2.3% during 2015 and 2014.

General and Administrative Expenses

General and administrative expenses increased by 7.1%, or R$85.0 million, to R$1,280.5 million in 2015 from R$1,195.5 million in 2014, primarily as a result of expenses related to innovation and technology and higher expenses with payroll and third-party services. General and administrative expenses as a percentage of net sales revenue increased to 2.7% during 2015 from 2.6% during 2014.

Research and Development Expenses

Research and development expenses increased by 32.4%, or R$41.5 million, to R$169.6 million in 2015 from R$128.1 million in 2014, primarily as a result of higher expenses with contracts denominated in U.S. dollars. Research and development expenses as a percentage of net sales revenue increased to 0.4% during 2015 from 0.3% during 2014.

Results from Equity Investments

Results from equity investments declined by 43.5%, or R$1.7 million, to an R$2.2 million gain in 2015 from a R$3.9 million gain in 2014, primarily as a result of losses on exchange variation on financial results in our jointly controlled investments and associated companies.

Other Operating Income (Expenses), Net

Other operating expense, net was R$731.2 million during 2015, consisting of: (1) depreciation expenses and maintenance costs of R$152.5 million related to idle industrial plants, including the São Paulo site during the period the unit was shut down; (2) provision of R$174.5 million related to investment losses and expenses with projects; (3) allowances for labor and tax claims of R$105.6 million; (4) expenses of R$65.8 million related to environmental provisions; and (5) R$85.6 million related to other operating expenses.

Other operating income, net was R$42.8 million during 2014, primarily consisting of (1) revenues from the divestment of the water treatment unit in the Southern Complex of R$277.3 million, and (2) revenues from the recognition of credits of subsidiaries to settle installment payment under Federal Law 11,941/09 of R$98.3 million. This revenue was partially offset by (1) allowances for judicial and labor claims of R$132.6 million; (2) depreciation expenses and maintenance costs of R$119.8 million related to idle industrial plants, (3) payments for services to third parties without corresponding evidence of the services being rendered of R$72.3 million, (4) expenses of R$44.3 million related to the Ascent Project, (5) expenses related to provisions for environmental damages of R$30.7 million, and (6) extemporaneous taxes of R$30.6 million.

Operating Profit (Loss)

As a result of the foregoing:

operating profit on a consolidated basis increased by 98.6%, to R$6,889.7 million in 2015 from R$3,469.8 million in 2014, and as a percentage of net sales revenue, operating profit increased to 14.7% during 2015 from 7.7% during 2014;

operating profit of the Basic Petrochemicals Unit increased by 85.6% to R$3,379.6 million during 2015 from R$1,821.1 million during 2014, and the operating margin of the Basic Petrochemicals Unit increased to 13.9% during 2015 from 7.1% during 2014;

operating profit of the Polyolefins Unit increased by 68.3% to R$3,169.7 million during 2015 from R$1,883.7 million during 2014, and the operating margin of the Polyolefins Unit increased to 15.9% during 2015 from 10.2% during 2014;

operating profit of the USA and Europe Unit increased to R$872.0 million during 2015 from R$75.6 million during 2014, and the operating margin of the USA and Europe Unit increased to 10.6% during 2015 from 1.0% during 2014;

operating profit of the Vinyls Unit increased to R$112.4 million during 2015 from R$10.0 million during 2014, while the operating margin of the Vinyls Unit increased to 4.0% during 2015 from 0.4% during 2014; and

operating loss of the Mexico Unit increased to R$99.3 million during 2015 from R$43.9 million during 2014, and the negative operating margin of the Mexico Unit increased to 21.0% during 2015 from 16.1% during 2014.

Financial Results

Financial expenses, net increased by 3.1%, or R$74.9 million, to R$2,475.6 million in 2015 from R$2,400.6 million in 2014, primarily as a result of a 16.5% increase in financial expenses, the effects of which were partially offset by a 46.3% increase in financial income

Financial Income

Financial income increased by 46.3%, or R$185.0 million, to R$584.9 million during 2015 from R$399.9 million during 2014, primarily as a result of our recording a R$1,102.7 million gain on exchange variation on monetary assets during 2015 compared to a R$46.6 million loss during 2014 as a result of a 41.8% depreciation of thereal against the U.S. dollar during 2015, compared to a 9.1% depreciation of therealagainst the U.S. dollar during 2014.

Financial Expenses

Financial expenses increased by 16.5%, or R$447.0 million, to R$3,163.4 million during 2015 from R$2,716.4 million during 2014, primarily as a result of (1) our recording a R$999.8 million loss on foreign exchange variation on liabilities during 2015 compared to a R$37.5 million loss during 2014 as a result of a 41.8% depreciation of therealagainst the U.S. dollar at the end of 2015 compared to a 9.1% appreciation in the end of period U.S. dollar exchange rate against thereal during 2014, and (2) a 31.5 % increase in interest expense to R$1,716.8 million during 2015 from R$1,305.1 million during 2014, mainly due to the impact from exchange variation on the outstanding balance of U.S. dollar-denominated debt.

Income Tax and Social Contribution

During the Investigation, the specialized law firms identified payments for services to third parties without corresponding evidence of the services being rendered, or the Improper Commission Payments. As a result, we recognized errors in our calculation of taxes payable in prior periods, or the Tax Adjustments, determined that these errors were material, and that we would be required to restate our financial statements included in Amendment No. 1 of the Form20-F for the fiscal year ended December 31, 2015, as described inFor more detail ininformation, see note 2.421 to our audited consolidated financial statements included elsewhere in this annual report.

Our income tax and social contribution expense increased by R$1,169.4 million, or 238.2%, to R$1,660.4 million in 2015 from R$491.0 million in 2014.

The effective tax rate applicable to our profit before income tax and social contribution was 37.5% during 2015, primarily as a result of permanent adjustments caused by differences of income tax rates of investments in countries that have a lower tax rate than Brazil, which increased the effective tax rate by approximately 3.1%. The effective tax rate applicable to our profit before income tax and social contribution was 45.8% during 2014, primarily as a result of (1) permanent adjustments caused by differences of income tax rates of investments in countries that have a lower tax rate than Brazil, which increased the effective tax rate by approximately 9.5%, and (2) permanent adjustments caused by payments for third-party services, without proving the actual consideration which increased the effective tax rate by approximately 8.3%, the effects of which were partially offset by permanent adjustments caused by a discount on our tax installment payment, established by Law 13,043/2014, which reduced the applicable effective tax rate by 3.8%, and equity in results of investees, which reduced the applicable effective tax rate by 2.2%.

Profit

As a result of the foregoing, our profit increased 377.4% to R$2,760.2 million, or 5.9% of net sales revenue, during 2015, from R$578.2 million, or 1.3% of net sales revenue, during 2014.

Liquidity and Capital Resources

Our principal cash requirements for 20162023 consisted of the following:

servicing our indebtedness;

working capital requirements;

capital expenditures related to investments in operations, construction of new plant facilities, and maintenance and expansion of plant facilities; and

dividends on our shares, including in the form of interest attributable to shareholders’ equity.
·servicing our indebtedness;
·capital expenditures related to investments in operations, maintenance, and construction; and
·payments related to the geological event in Alagoas;

Our principal sources of liquidity have traditionally consisted of the following:

cash flows from operating activities;

short-term and long-term borrowings; and

sales of debt securities in domestic and international capital markets.

During 2016, cash flow generated by operations was used primarily for investing activities, for working capital requirements, to service our outstanding debt obligations and to dividends payments to shareholders. In 2016, our board of directors approved the distribution of R$2 billion in dividends, which corresponds to 63% of net income for the previous fiscal year. The payments were made in April and October.

·cash flows from operating activities;
·current and non-current borrowings;
·issuance of debt in international capital markets; and
·credit facilities with banks;
·sales of trade notes to funds that acquire receivables.

As of December 31, 2016,2023, our consolidated cash and cash equivalents and financial investments amounted to R$7,332.219,161 million (US$2,249.8 million), including the cash and cash equivalents of quantiQ and IQAG but excluding the aggregate amount ofincluded R$201.61,562 million (US$61.9million) of Braskem Idesa’s cash and cash equivalents.

As of December 31, 2016, we had negative net working capital (defined as (1) current assets plusnon-current assets held for sale, minus (2) current liabilities plusnon-current liabilities held for sale) of R$6,782.1 million (US$ 2,081.0 million), including the total assets and total liabilities ofby Braskem Idesa, S.A.P.I.which was restricted to its exclusive use.

Projected Sources and Uses of Cash

We anticipateConsidering our current financial contractual obligations and commitments as of December 31, 2023, and budgeted capital expenditures for 2024, we expected that we will be required to spend approximately R$24.4 billion to meet our short-term contractual obligations and commitments and budgeted capital expenditures22,623 million (US$4,533 million) during 2017. We expect that we will meet these cash requirements2024 mainly for (1) our operations, through sales of our products, and (2) our debt service through new financing activities, including new debt financings and the refinancing of our existing short-termcurrent indebtedness as it becomes due.

due, and (3) interest payment. We have firm commitments from several financial institutions to provide us with financing in the future, including commitments from the Brazilian National Bank for Economic and Social Development (Banco Nacional do Desenvolvimento), or BNDES, to lend us funds under our revolvingstand-by credit facilities (Contrato de Abertura de Limite de Crédito), or CALC facilities, described under “—Indebtedness and Financing Strategy—Credit Facilities with BNDES.” As of December 31, 2016, the full aggregate principal amount had been disbursed under these facilities.

If needed to be used, such commitments are subject to conditions precedent. We payprecedent and the payment of commitment fees to these financial institutions in connection with their commitments, other than our BNDES revolvingstand-by credit facilities.fees.

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In addition, we entered into a project finance facility to fund the development our Mexico Complex. For more information regarding this facility, see “—Capital Expenditures—Joint Venture Project—Mexico Complex.”

Cash Flows

The following table sets forth certain consolidated cash flow information for the periods indicated:

 

As of December 31,

 

2023

2022

2021

 (in millions of reais)
Net cash (used in) generated from operating activities(2,272)8,95214,786
Net cash used in investing activities(4,525)(4,947)(3,381)
Net cash generated from (used in) financing activities8,873  225(16,966)
Exchange variation on cash of foreign subsidiaries

(355)

(444)

378

Increase (decrease) in cash and cash equivalents

1,721

3,786

(5,182)

Net Cash Flows Provided byGenerated from Operating Activities

Net cash provided byused in operating activities was R$4,746.32,272 million during 2016,2023, and net cash generated from operating activities was R$7,877.88,952 million during 2015 and2022, a decrease of R$3,813.111,224 million during 2014.

Net cash provided by operating activities decreased by R$3,131.5 million during 20162023, as compared to 2015 as a2022, which was the result of:

a R$4,530.3 million decline in profit before income tax and social contribution and for the result with discontinued operations;

a R$4,254.6 million decline in trade payables during 2016 compared to a R$1,518.3 million decline during 2015, primarily as a result of an increase in supplier payments in respect of goods and services and raw materials purchased at lower prices; and

a R$649.5 million decline inheld-for-trading financial investments during 2016 compared to a R$144.9 million increase during 2015, primarily as a result of financial investments provided as guarantee to cover Braskem’s obligation related to the establishment of a reserve account in connection with the Braskem Idesa Financing.
·the lower operating result mainly explained by (i) the lower petrochemical spreads of PE, PP and PVC in the Brazil segment, PP in the USA and Europe and PE in the Mexico segment; (ii) the lower sales volume of the main chemicals and resins in the Brazil segment and PP in Europe; and (iii) the appreciation of the real against the dollar of 3.3% between the periods;
·the payments related to the Alagoas Geological Event in the amount of R$2,686 million;
·the payment of R$3,550 million related to interest on debt securities in the year.

The effects of these factors were partially offset by:

·the positive change in working capital of R$2,584 million due to (i) the lower price references in the international market in the inventories; (ii) operating working capital optimization initiatives, resulting in a R$1,007.9 million increasereduction of approximately 3 days in tradethe average term of accounts receivable during 2016 compared to a R$342.6 million decline during 2015, primarily as a result of the appreciation of therealin 2016 compared to 2015, which directly impacted our receivables from exports;receivable;

a R$558.2 million increase in sundry provisions during 2016 compared to a R$153.7 million increase during 2015, primarily as a result of review of legal proceedings and a significant increase in provisions for environmental damage and other lawsuits; and

an R$862.4 million increase in inventories during 2016 compared to a R$501.7 million increase in inventories during 2015, primarily as a result of the increase in sales volume.
·lower corporate income tax and social contribution on net income (IR/CSLL) payments in the period.

Net cash provided bygenerated from operating activities increasedwas R$8,952 million during 2022, and R$14,786 million during 2021. Net cash generated from operating activities decreased by R$4,064.85,835 million during 20152022, as compared to 2014 as a2021, which was the result of:

a R$3,365.8 million increase in profit before income tax and social contribution and for the result with discontinued operations;

a R$1,616.4 million increase in interest and monetary and exchange variations, primarily as a result ofnon-cash effects of classifications among segments; and

a R$220.0 million increase in taxes payable during 2015 compared to a R$476.6 million decline in taxes payable during 2014, primarily as a result of the restatement of improperly classified expenses from selling and distribution expense to other expense and to correct errors in the determination of taxes from prior periods

·a decrease in the results of operations in the period, due to lower spreads in the international market and lower sales volume of resins and the main chemicals in Brazil, PP in the United States and Europe, and PE in Mexico.

The effects of these factors were partially offset by:

·the positive variation in working capital mainly due to (i) lower international price references; (ii) lower volume of finished products; and (iii) the higher volume of raw material with extended payment terms from our suppliers;
·monetization of PIS/COFINS credits; and
·lower corporate income tax and social contribution on net income (IR/CSLL) payments in the period.

a R$1,518.3 million decline in trade payables during 2015 compared to a R$420.8 million decline during 2014, primarily as a result an increase in supplier payments in respect of goods and services and raw materials purchased at lower prices; and

a R$342.6 million decline in trade accounts receivable in 2015 compared to a R$409.4 million increase in trade accounts receivable in 2014, primarily as a result of purchasing raw materials at lower prices and exchange variations

Net Cash Flows Used in Investing Activities

InvestingNet cash used in investing activities used net cash ofwas R$2,840.94,525 million during 2016,2023, R$4,120.34,947 million during 20152022 and R$5,061.23,381 million during 2014.2021.

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During 2016,2023, investing activities for which we used cash on a consolidated basis primarily consisted ofof: (1) investmentsacquisitions to property, plant and equipment and intangible assets of R$1,195.02,936 million, for the construction of our Mexico Complex; (2) investments of R$1,439.0 million,in Brazil Segment, which were allocated primarily to industrial operations, (R$107 million of which were invested in the USA and Europe Unit), including the investments related to operating efficiency, health, environmental and safety, or HES, productivity and modernization;modernization, (2) acquisitions to property, plant and equipment and intangible assets of R$842 million in Mexico, considering operating and strategic investments such as the construction of the ethane import terminal; and (3) investmentsacquisitions to property, plant and equipment and intangible assets of R$341340 million (of which R$244 million were invested in the USA and Europe Unit, equivalentSegment, allocated both to US$72 million) allocated toindustrial operations and strategic projects, such as: (i) the production of UTEC resins in La Porte, Texas; (ii) diversification of the feedstock profile of the cracker in Bahia; and (iii) productivity gains at our polypropylene plants in the United States and Germany.projects.

During 2015,2022, investing activities for which we used cash on a consolidated basis primarily consisted ofof: (1) investmentsacquisitions to property, plant and equipment of R$2,772.0 for3,716 million, in Brazil Segment, which were allocated primarily to industrial operations, including the investments related to operating efficiency, health, environmental and safety, or HES, productivity and modernization, (2) acquisitions to property, plant and equipment of R$695 million in Mexico, considering operating and strategic investments such as the construction of our Mexico Complex;the ethane import terminal; and (2) investments(3) acquisitions to property, plant and equipment of R$1,272.0 allocated to maintenance of our plants during scheduled shutdowns and to develop certain industrial projects (R$214373 million of which we invested in the USA and Europe Unit), including investments relatedSegment, allocated both to operating activity, HSE, productivityindustrial operations and modernization.strategic projects.

During 2014,2021, investing activities for which we used cash on a consolidated basis primarily consisted ofof: (1) investmentsacquisitions to property, plant and equipment of R$6213,056 million, forin Brazil Segment, which were allocated primarily to industrial operations, including the construction of our Mexico Complex; (2) investments of R$1,905.0 millionrelated to perform maintenance on our plants during scheduled shutdowns, investments in information technology modernizationoperating efficiency, health, environmental and increased reliability of our systems and investments insafety, or HES, productivity and safety improvements.modernization, (2) acquisitions to property, plant and equipment of R$472 million in the USA and Europe Segment, allocated both to industrial operations and strategic projects, such as the new polypropylene plant, and (3) acquisitions to property, plant and equipment of R$176 million in Mexico.

Net Cash Flows UsedGenerated (Used) in Financing Activities

FinancingNet cash generated in financing activities used net cash ofwas R$2,757.38,873 million and R$97.5 million during 2016 and 2015, respectively,in 2023, as compared to net cash providedused in financing activities of R$894.4225 million during 2014.2022 and net cash generated in financing activities of R$16,966 million during 2021.

During 2016:

2023, we received disbursements under a financing agreement with BNDES and certain governmental entities, in the amounts of R$21 million, R$84.0 million and R$56 million in the first, second and fourth quarter of 2016, respectively;
raised mainly:

·R$8,826 million (US$1,831 million) through the issuance of 7.250% Senior Notes due 2033 and 8.500% Senior Notes due 2031; and
·R$1,690 million through credit facilities with banks;
·R$760 million relate to the withdrawn of TQPM of the financing amount obtained to build the ethane import terminal in the total amount of R$1,975 (US$ 408).

During 2023, we entered into a certain exportpre-payment agreement, or EPP, with international financial institutions under whichmainly used cash to pay:

·R$ 1,561 million (US$300 million), relating to the full redemption of our outstanding 6.450% Notes due 2024; and
·R$1,209 million, relating to the payment of aggregate expenses related to lease agreements.

During 2022, we borrowed an aggregate principal amount of R$594.5 million in May, June and December, 2016;

raised mainly:

·R$2,950 million, through the issuance of debentures in Brazil;
·R$2,783 million, through export credit facilities; and
 
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·R$697 million, through the issuance of agribusiness receivables certificates in Brazil.

During 2022, we mainly used cash to pay:

·R$2,281 million, relating to the full redemption of our outstanding 3.500% Notes due 2023 and partial redemption of our outstanding 6.450% Notes due 2024;
·R$1,050 million, relating to the line of pre-payment of export contracts (adiantamentos sobre contratos de exportação), or ACC,credit lines with localinternational and national financial institutions under which we borrowed aninstitutions;
·R$929 million, relating to the aggregate expenses of lease agreements; and
·R$1,350 million relating to the payment of dividends for the year ended December 31, 2021 to holders of our common shares and class A preferred shares.

During 2021, we raised mainly:

·R$6.7 billion (US$1.2 billion) in aggregate principal amount in the fourth quarter of 2021 related to Braskem Idesa’s Project Finance through the issuance of subordinated resettable fixed rate notes due February 2032;
·R$358.5837 (US$150 million) in aggregate principal amount in October 2021 by Braskem Idesa through a a long term loan agreement. As of December 31, 2021, the aggregate amount outstanding of such loan agreement plus interest was R$848 million in 2016; and(US$152 million).

Braskem Idesa borrowed through the Braskem Idesa Working Capital Facility an aggregate amount of US$92 million from local financial institutions September 2016.

During 2016, we used cash:

to pay R$1,924 million, representing aggregate financial expenses;

to pay R$250.0 million, representing all principal outstanding under a certain credit facility agreements with a certain local financial institutions;

to pay R$1,043.1 million, representing aggregate principal and interest outstanding under a financing agreement with BNDES; and

to make other scheduled payments and prepayments under various of our outstanding debt instruments.

In addition,2021, we used cash to pay dividends in the aggregate amount of R$1,998.0 million.

During 2015:

we entered into a revolving credit facility agreement with several international financial institutions under which we borrowed an aggregate principal amount of US$250.0 million in June and July 2015;

we received disbursements under a financing agreement with BNDES, in the amounts of R$72.6 million, R$48.0 million and R$292.4 million in the second, third and fourth quarter of 2015, respectively;

pay:

·R$892 million, related to export prepayment facility with local and international financial institutions;
·R$508 million related to promissory note with international financial institutions;
·we entered into an advance on export contracts (adiantamentos sobre contratos de exportação), or ACC, with a local financial institution under which we borrowed anR$653 million related to the aggregate principal amount of US$50.0 million in October 2015; andunder a financing agreement with international governmental entities;

Braskem Idesa borrowed US$290.5 million and US$23.6 million from international financial institutions in connection with the financing agreements relating to our Mexico Complex in April 2015 and September 2015, respectively.

During 2015, we used cash:

to repurchase US$54.1 million, representing all principal amounts and interest outstanding under our 9.38% Notes due 2015

to prepay R$100.0 million, representing all principal amounts and interest outstanding under a credit facility agreement entered into in April 2015 with a local financial institution;

to pay R$1,009.4 million, representing aggregate principal amounts and interest outstanding under a financing agreement with BNDES; and

to make other scheduled payments and prepayments under various of our outstanding debt instruments.

In addition, we used cash to pay dividends in the aggregate amount of R$482.1 million.

During 2014:

Braskem Finance Limited issued US$750.0 million aggregate principal amount of 6.450% Notes due 2024 in February 2014 and May 2014;

Braskem Idesa borrowed US$465.0 million from international financial institutions in connection with the financing agreements relating to our Mexico Complex in April 2014;

we entered into a credit facility agreement with an international financial institution under which we borrowed an aggregate principal amount of US$75.0 million in January 2014;

we entered into a credit facility agreement with an international financial institution under which we borrowed an aggregate principal amount of US$62.5 million in August 2014;

we entered into a credit facility agreement with a local financial institution under which we borrowed an aggregate principal amount of R$100.0 million in September 2014; and

we entered into a credit facility agreement with a local financial institution under which we borrowed an aggregate principal amount of R$100.0 million in November 2014.

During 2014, we used cash:

to prepay US$50.3 million, representing all principal amounts and interest outstanding under a loan agreement that Braskem Netherlands, B.V., or Braskem Netherlands, entered into with an international financial institution in December 2011;

to prepay US$50.3 million, representing all principal amounts and interest outstanding under a loan agreement that Braskem Netherlands entered into with an international financial institution in September 2011;

to prepay US$50.1 million, representing all principal amounts and interest outstanding under a loan agreement that Braskem Netherlands entered into with an international financial institution in December 2011;

to prepay R$299.8 million, representing all principal amounts and interest outstanding under a loan agreement that Braskem S.A. entered into with an international financial institution in October 2013;

·R$6.9 billion related to prepay US$50.0 million, representing all principal amountsthe full redemption of the outstanding notes maturing in 2022 and interestof our perpetual bonds, and the partial redemption of outstanding under three foreign exchange contracts (adiantamento sobre contrato de câmbio) that we entered into with a Brazilian financial institutionnotes maturing in December 2013;2023, 2024, 2028 and 2041;

to prepay US$50.7 million, representing all principal amounts and interest outstanding under an export prepayment agreement that we entered into with a Brazilian financial institution in December 2010;

to repurchase US$58.1 million aggregate principal amount of our 8.00% Notes due 2017, US$266.1 million aggregate principal amount of our 7.25% Notes due 2018 and US$349.8 million aggregate principal amount of our 7.00% Notes due 2020 pursuant to tender offers we completed in February 2014 and May 2014; and

to make other scheduled payments and prepayments under various of our outstanding debt instruments.

In addition, we used cash to pay dividends in the aggregate amount of R$482.1 million.

·R$8.0 billion, related the fully repayment of Braskem Idesa’s project finance facility and the partial amortization of the Braskem Idesa project finance facility;
·R$842 million, related to aggregate expenses related to lease agreements; and
·R$6.0 billion related to dividends payment for the fiscal year ended December 31, 2021 to holders of our common shares, class A preferred shares and class B preferred shares;

Unless our board of directors deems it inconsistent with our financial position and the decision of our board of directors is ratified by our shareholders, payment of minimum dividends is mandatory under Brazilian CorporationCorporate Law and ourby-laws and also is required under agreements with two of our shareholders and, consequently, may give rise to significant cash requirements in future periods.

Share Repurchase Program

On August 13, 2012, our board of directors authorized a share repurchase program under which we were authorized to repurchase up to 13,376,161 class A preferred shares at market prices over the BM&FBOVESPA at any time For additional information, see “Item 8. Financial Information—Dividends and from time to time prior to August 28, 2013. Shares that were repurchased will be held in treasury and may be resold or cancelled. As of December 31, 2012, we had repurchased 262,300 class A preferred shares for an aggregate of R$3.5 million.Dividend Policy—Mandatory Distributions.”

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We did not repurchase any shares in 2013 or 2014.

On February 11, 2015, our board of directors authorized a share repurchase program under which we are authorized to repurchase up to 3,500,000 class A preferred shares at market prices over the BM&FBOVESPA. The program started in February 19, 2015, and was effective until February 18, 2016. We repurchased 80,000 class A preferred shares for an aggregate of R$0.9 million in 2015.

Contractual Commitments

The following table summarizes significant contractual obligations and commitments as of December 31, 2016 that2023, which have an impact on our liquidity:liquidity.

   Payments Due by Period 
   Less than
one Year
  One to
Three
Years
  Three to
Five
Years
  More than
Five
Years
  Total 
   (in millions of reais) 

Loans and financings (1)

   2,736.5   6,858.3   7,871.2   18,477.2   35,943.2 

Mexico Complex – Project finance debt (2)

   985.0   1,622.5   2,248.5   8,707.0   13,563.0 

Derivatives (3)

   29.0   861.3   [—  [—  890.3 

Defined benefit actuarial obligation (4)

   [—  [—  [—  162.1   162.1 

BNDESPAR (5)

   176.8   [—  [—  [—  176.8 

Purchase obligations for raw materials (6)

   17,715.8   63,713.1   76,303.9   3,119.6   160,852.4 

Purchase obligations for electric power and gas (6)

   1,374.0   1,612.0   820.0   526.0   4,332.0 

Leniency agreement (7)

   1,354.5   325.3   1,058.6   685.4   3,423.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total contractual obligations

   24,371.6   74,992.5   88,302.2   31,677.3   219,423.8 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(1)Consists of estimated future payments of amortization amounts plus interest on our loans and financings, calculated based on interest rates and foreign exchange rates applicable as of December 31, 2016 and assuming (i) that all amortization payments and payments at maturity on our loans and financings will be made on their scheduled payment dates, and (ii) that our perpetual bonds are redeemed after 100 years.
(2)Consists of limited recourse project finance debt, which is repaid solely from the cash generated by the project itself and shareholders provide limited guarantees. For further information, see note 16 of our consolidated financial statements elsewhere in this annual report.
(3)Consists substantially of foreign exchange swaps that we entered into to offset the variation in the rates of export credit notes contracts. For further information, see note 17.3 of our consolidated financial statements elsewhere in this annual report.
(4)Consists of the actuarial liabilities related to defined benefit plans Novamont, Braskem Europe and health care plan in Brazil. For further information, see note 24.2.1 to our consolidated financial statements elsewhere in this annual report.
(5)Consists of amounts payable to BNDES Participações S.A. as part of the business combination with Braskem Qpar. For further information, see note 25 of our consolidated financial statements elsewhere in this annual report.
(6)Consists of purchase commitments for raw materials and electric power and gas pursuant to binding agreements of the company that specify all significant terms, including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Based upon the applicable purchase prices as of December 31, 2016.
(7)Consists of the Global Settlement with authorities. For further information, see note 23.3 of our consolidated financial statements elsewhere in this annual report.

We are also subjecthave adopted a calculation methodology to potential liabilities with respectdetermine minimum cash needs for a 30-day timeframe (the “monthly vision”) and minimum cash needs for a 12-month timeframe (the “yearly vision”) for the purpose, respectively, of: (i) monitoring the liquidity needed to tax, labor, distributorsmeet obligations coming due in the following month; and other claims, for which the chances of loss are considered probable, and for which(ii) monitoring that we maintain provisionsliquidity during potential crises. Minimum cash needed for our “yearly vision” is calculated mainly based on the projected operating cash generation, less current debts and working capital needs. Minimum cash needed for our “monthly vision” considers the projected operating cash disbursements, debt service and contributions to projects, as well as the planned disbursement for derivatives maturing in the following month, among other items. For our financial policy, we adopt the greater of these two references to determine the amount of minimum cash needed.

In line with our commitment to maintaining our financial liquidity, in December 2021 we renewed the revolving credit facility in the amount of approximately R$985.2 million as5 billion (US$1 billion), which expires in 2026. This credit line may be used without restrictions to improve our credit liquidity or in the event of deterioration in the macroeconomic scenario. As of December 31, 2016.2023, this credit line had not been used.

The Company’s financial liabilities, including the amounts due under the Leniency Agreement, are shown in the table below. These proceedings relate primarily to federal income taxesamounts are calculated based on cash flows not discounted and VAT. See note 23.1 to our audited consolidated financial statements.may not be reconciled with the amounts disclosed in the balance sheet.

  Within one year Between one and two years Between two and five years More than five years Total
  (in millions of reais)
Trade payables 13,522       13,522
Borrowings and debentures 2,138 3,000 11,197 64,359 80,694
Braskem Idesa borrowings 950 71 979 15,403 17,402
Derivatives 60 27 105 29 222
Loan to non-controlling shareholder of Braskem Idesa       3,288 3,288
Leniency agreement 847 206     1,053
Lease 1,347 932 1,817 1,282 5,377
At December 31, 2023 18,864 4,236 14,098 84,361 121,558
Interest discounted to present value (1,000) (2,773) (1,956) (41,484) (47,213)
Carrying amount 17,864 1,463 12,141 42,877 74,345

Indebtedness and Financing Strategy

As of December 31, 2016,2023, our total outstanding consolidated indebtedness net of transaction costs, was R$23,331.153,486 million consisting of(US$11,048 million), including R$2,594.5 million of short-term indebtedness, including current portion of long term indebtedness (11.1% of our total indebtedness), and R$20,736.6 million of long-term indebtedness (88.9% of our total indebtedness), in addition to an aggregate amount of R$10,437.811,250 million (US$3.202,72,324 million) outstanding as of December 31, 2016 in connection with the debt related to our Mexico Complex and in addition to an aggregate amount. As of December 31, 2023, we had R$ 852.62,490 million (US$ 261.6514 million) outstanding, translated solely for the convenience at the selling rate reported by the Central Bank as of December 31, 20162023, of R$4.8413 to US$1.00, in connection with derivatives. As of December 31, 2016, we had no outstanding indebtedness relating to related parties on a consolidated basis. loan payable to the non-controlling shareholder of Braskem Idesa, maturing in December 2029 with interest of 7% p.a., whose proceeds were used by Braskem Idesa to fund its construction project.

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On a consolidated basis, ourreal-denominated indebtedness as of December 31, 2016, net of transaction costs and not including derivatives,2023, was R$5,154.85,072, million (15.3%(9.5% of our total indebtedness), and our foreign currency-denominated indebtedness was R$28,614.148,414 million (84.7%(90.5% of our total indebtedness).

Our financing strategy has been to maintain an adequate liquidity and a debt maturity profile that is compatible with our anticipated cash flow generation and anticipated capital expenditures. This is the same strategy for the next several years and in addition, we do not expect our capital expenditures to adversely affect the quality of our debt leverage ratios or our disciplined approach to capital allocation.

The following table presents information relating to our debt maturity profile as of December 31, 2016:

 2024202520262027202820292030ThereafterTotal
   (in millions of reais) 
Borrowings and debentures Related to Braskem 2,0295791,743  2,208  6,769  2,850  7,52718,53142,236
Borrowings Related to Braskem Idesa739---4664,290-5,75511,250
Total2,7685791,7432,2087,2357,1407,52724,28653,486
           

 

R$ million

  2017   2018   2019   2020   2021   2022   Thereafter   Total 

Indebtedness

   2,492.2    1,979.7    3,340.1    1,174.5    441.0    138.6    76.0    9,642.0 

Capital Markets

   438.4    431.6    —      1,296.1    3,251.0    1.629.6    7,170.0    14,216.5 

Debt related to our Mexico Complex (Braskem Idesa Financing)

   660.1    725.4    751.3    877.2    998.3    832.2    5,381.3    10,225.9 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total

   3,590.7    3,136.7    4,091.4    3,347.7    4,690.3    2,600.3    12.627,3    34,084.4 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Short-TermCurrent Indebtedness

Our consolidated short-term debt, including current portion of long-term debt, was R$2,594.5 million as of December 31, 2016. This short-term indebtedness does not include the debt related to our Mexico Complex and derivatives.

We maintain short-term finance lines denominated in reais with a number of financial institutions in Brazil. Although we have no committed lines of credit with these financial institutions, we believe that we will continue to be able to obtain sufficient credit to finance our working capital needs based on our relationships with these financial institutions and current market conditions. As of December 31, 2016,2023, the consolidated outstanding balance underamount of our short-term finance lines inreaiscurrent borrowings and debentures, including interest, was R$1,465.9 million.2,768 million), of which R$739 million was current indebtedness of Braskem Idesa.

We also obtain advances on certain export contracts from a variety of Brazilian financial institutions. These advances generally have a maturity of less than one year and relatively low interest rates. These advances on export contracts are generally secured by receivables to be generated from future export sales under those contracts. Non-current Indebtedness

As of December 31, 2016,2023, the consolidated outstanding advances on export contracts was R$777.8 million. See note 15 to our consolidated financial statements included in this annual report.

In 2016, Braskem Idesa, as borrower, and Braskem S.A., as guarantor, entered into a working capital facility agreement with international financial institutions for a principal amount of US$92.0our non-current borrowings and debentures was R$50,718 million, orincluding the amount of R$10,511 million in connection with the secured debt related to Braskem Idesa Working Capital Facility. This facility bore interest at a floating rate of LIBOR plus 4.9% per annum, payable quarterly and was paid in full in July 2017.

Long-Term IndebtednessIdesa.

Our principal sources of long-term debt are:

·fixed-rate unsecured notes issued in the international market;
·debentures issued in the Brazilian capital market; and
·borrowings under bank credit facilities;

As of December 31, 2023, R$5,072 million of our long-term indebtedness was denominated in Brazilian reais, and R$48,414 million of our long-term indebtedness was denominated in foreign currencies.

Certain of the international market;

export credit notes;

credit facilities with BNDES;

bank credit facilities;

project financing;

BNB/FINAME/FINEP/FUNDES; and

export prepayment facilities.

Some of these instruments alsogoverning our indebtedness contain other covenants that could restrict, among other things, the ability of our company and most of our subsidiariessubsidiaries’ ability to incur liens or merge or consolidate with any other personentity or sell or otherwise dispose of all or substantially all of our or their assets. In addition, the instruments governing a substantial portion of our indebtedness contain cross-default or cross-acceleration clauses among Braskem S.A. and its subsidiaries’ indebtedness, such that the occurrence of an event of default under one of these instruments could trigger an event of default under other indebtedness or enable the creditors under other indebtedness to accelerate that indebtedness.

As of December 31, 2016,2023, Braskem and its subsidiaries were in compliance with the covenants under their underlying indebtedness instruments.

On June 29, 2023 Braskem Idesa obtained an extension of the waiver related to a leverage ratio (covenant) until March 31, 2024. In this sense, even though Braskem Idesa is not in default and creditors did not request to accelerate this debt, because the waiver did not provide a period of grace ending at least twelve months after the reporting period, the entire balance, in the amount of R$3,001.4 502 million, was classified in current liabilities on December 31, 2023.

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Additionally, on March 28, 2024, Braskem Idesa obtained a new extension of the waiver related to the covenant until March 30, 2025.Braskem Idesa is in compliance with its debt service obligations under such financing agreement.

The instruments governing a substantial portion of our real-denominated debt and R$201.1 millionindebtedness also contain change-of-control provisions that provide our counterparties with a termination right or the ability to accelerate the maturity of our foreign currency-denominated debt was secured. In orderindebtedness in the event of a change of our control without their consent and/or ratings decline, as applicable. For additional information, see “Item 3. Risk Factors—Risks Relating To Us And The Petrochemical Industry—If we are unable to secure this debt,comply with the restrictions and covenants in the agreements governing our indebtedness, there could be a default under the terms of these agreements, which could result in an acceleration of payment of funds that we have pledged certain ofborrowed and could affect our propertyability to make principal and equipment and certain ofinterest payments on our accounts receivable. The security arrangements for our secured debt vary depending on the transaction.obligations.”

As of December 31, 2016, all of our project finance debt related to our Mexico Complex was secured. In order to secure this debt, we have pledged our shares in Braskem Idesa, some of our rights to repayment under subordinated loans that Braskem S.A. has made to Braskem Idesa and all of the assets of Braskem Idesa.

Fixed-Rate NotesBonds

We have issued fixed-rate debt securitiesbonds in the international market.capital markets. All of these securities pay interest semi-annually in arrears, except for our perpetual bonds, on which interest is payable quarterly in arrears.

In September 2023, we issued R$4,115 million (US$850 million) of 8.500% Senior Notes due 2031. The net proceeds of such issuance were used for general corporate purposes and repayment of outstanding debt.

In February 2023, we issued R$4,841 million (US$1,000 million) of 7.250% Senior Notes due 2033. The net proceeds of such issuance were used (i) to fully redeem the 6.45% Notes due 2024 and (ii) for general corporate purposes.

The table below sets forth our outstanding fixed-rate debt securities,bonds issued in the international capital markets as of December 31, 2023, the outstanding principal amount of these securities and their maturity dates.dates:

Security

Outstanding
Principal plus
Interest (Amount as
of
December 31, 2016)
Final Maturity
(in millions of
U.S. dollars)

8.00% Notes due 2017

57.784January 2017

7.250% Notes due 2018(1)

133.094June 2018

7.00% Notes due 2020(1)

401.775May 2020

5.75% Notes due 2021(1)

1,009.449April 2021

5.375% Notes due 2022(1)

504.330May 2022

6.45% Notes due 2024(1)

769.887February 2024

7.125% Notes due 2041(2)

773.453July 2041

7.375% Perpetual Bonds(1)

712.333—  

 SecurityOutstanding Principal plus Interest Amount as of December 31, 2023Final Maturity
 (in millions of US$)(in millions of reais)(3) 
4.50% Notes due 2028(1)1,1985,798January 2028
4.50% Notes due 2030(1)1,5217,364January 2030
8.50% Notes due 2031(1)8724,220January 2031
7.25% Notes due 2033(1)1,0284,976February 2033
7.13% Notes due 2041(2)5842,825July 2041
5.88% Notes due 2050(1)7683,720January 2050
8.50% Subordinated Resettable Fixed Rate Notes due 2081(1) (4)6363,077January 2081
(1)Represents notes issued by Braskem Netherlands Finance LimitedB.V. and guaranteed by Braskem.
(2)Represents notes issued by Braskem America Finance and guaranteed by Braskem.
(3)The U.S. dollar amounts have been translated into Brazilian real amounts at the December 31, 2023, selling rate of R$4.8413 per US$1.00, as reported by the Brazilian Central Bank. The Brazilian real equivalent information presented is provided solely for the convenience of the reader and should not be construed as implying that the amounts in Brazilian reais represent, or could have been or could be converted into, U.S. dollars at such rates or any other rate.
(4)The bond can be repaid by the Company at par value, for periods of 90 days prior to each interest reset, with the first interest reset taking place in January 2026 and the others every 5 years thereafter.
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Export Credit Note Facilities

We have entered into several credit export note facilities. fully, unconditionally and irrevocably, guaranteed the bonds issued by Braskem Finance, Braskem America Finance and Braskem Netherlands Finance. Braskem’s guarantees for issues carried out between 2011 and 2019 comprise senior unsecured obligations of Braskem, ranking equal in right of payment with all of its other existing and future senior unsecured debt. As for the issuance carried out in 2020, the guarantee comprises obligations without collateral subordinated to all current or future senior debts of Braskem.

Debt Securities issued in the Brazilian capital market

We issued debt securities in the Brazilian capital markets. All of these securities pay interest semi-annually in arrears.

The table below sets forth our significant outstanding credit export note facilities,debt securities issued in the amountBrazilian capital markets, the outstanding under these facilities, the interest rate applicable to these facilities, the amortization scheduleprincipal amount of these facilitiessecurities and their maturity dates.dates:

Issue Date

  Outstanding
Principal and
Interest as of
December 31, 2016
   

Interest Rate

  

Amortization
Schedule

  

Final
Maturity

   (in millions of reais)          

2010

   146.5   105.0% CDI  Annual (2)  2021

2011

   1,015.5   105.0%-112.5% CDI  Annual (2) - Bullet  2019-2021

2012

   219.8   105.0% of CDI  Annual (2)  2021

2006-2008(3)

   1,173.2   7.30%-8.10%  Bullet Maturity  2018–2020

2016(4)

   302.6   5.81%  Bullet Maturity  2017

Security

Outstanding Principal plus Interest Amount as of December 31, 2023

Interest Rate

Final Maturity

 (in millions of US$)(in millions of reais)  
Debentures issued in
March 2013 (1)
1364IPCA + 6.00%March 2025
Debentures issued in September 2013 (2)522126,50% of CDISeptember 2025
Debentures CRA – 1st tranche (3)133644IPCA + 5.54%December 2028
Debentures CRA – 2nd tranche (3)32154IPCA + 5.57%December 2031
Debentures issued in May 2022 – 1st tranche159769CDI + 1.75%May 2029
Debentures issued in May 2022 – 2nd tranche51248CDI + 2.00%May 2032
Debentures issued in August 2022 (4)162787CDI + 1.75%August 2029
Debentures issued in November 2022 – 1st tranche2321,124CDI + 1.70%November 2029
Debentures issued in November 2022 – 2nd tranche2098CDI + 1.95%November 2032
(1)Principal of this facility is due in annual payment on October of each year commencing in October 2018.Issued by Distribuidora de Águas de Camaçari (“DAC”).
(2)Facilities amended in October 2013 to extend maturity from February 2014 to October 2021.Issued by Cetrel.
(3)Facility denominated in U.S. dollars.Issuance of private debentures that were used as security for the issuance of Agribusiness Receivables Certificates (certificados de recebíveis do agronegócio – “CRA”) by Eco Securitizadora de Direitos Creditórios do Agronegócio S.A.
(4)Braskem Idesa Working Capital Facility denominated in U.S. dollars, guaranteed by Braskem S.A.

Credit Facilities with BNDES

Term Loan Facilities

We have entered into a variety of credit facilities with BNDES. The proceeds of these credit facilities have been used to finance a variety of capital expenditures, including:

the construction of our “green” polyethylene facilities;

the construction of our new butadiene plant;

the construction of our new PVC facilities; and

quality, productivity, environmental, health and safety projects and maintenance shutdowns at our plants.

The table below sets forth selected information with respect to our BNDES term loan credit facilities as of

December 31, 2016.

Facility

  Outstanding
Principal
and Interest
   

Interest Rate

�� Amortization
Schedule
  Final Maturity 
   (in millions
of
reais)
           

June 2009 credit facility(1)

       

Cesta de Moedas loans

   9.0   Cesta de Moedas plus 2.58%   Monthly   July 2017 

TJLP loans

   40.3   TJLP plus 0% to 4.78%   Monthly   June 2017 

December 2010 credit facility(2)

       

Monthly

   81.2   Cesta de Moedas plus 2.58%    January 2020 

TJLP loans

   179.1   TJLP plus 0% to 3.58%   Monthly   December 2019 

Fixed-rate loans

   20.0   5.50%   Monthly   December 2019 

November 2011 credit facility(3)

       

Cesta de Moedas loans

   32.5   Cesta de Moedas plus 2.45%   Monthly   January 2021 

TJLP loans

   78.2   TJLP plus 0% to 3.45%   Monthly   December 2020 

August 2014 credit facility(4)

       

TJLP loans

   191.1   TJLP plus 0% to 2.78%   Monthly(5)   March 2021 

Fixed-rate loans

   5.7   6.0%   Monthly(5)   March 2021 

SELIC loans

   159.7   SELIC plus 2.78%   Monthly(5)   March 2021 

(1)Relates to our “green” polyethylene plant that began operations in September 2010.
(2)Relates to our PVC plant in Alagoas that began operationsIn April 2024, the debenture issued in August 2012.
(3)Relates to our butadiene plant2022, in the Southern Complex that began operations in September 2012.
(4)Relates to our operational investments and maintenance shutdowns.

Each of these credit facilities is secured by mortgages on (1) three of our plants located in the Southern Complex and (2) one of our plant located in Maceió, in the State of Alagoas.

RevolvingStand-by Credit Facilities

In addition, we have entered into three revolvingstand-by credit facilities with BNDES. Loans under these facilities are required to be used to fund specified capital expenditure projects, including:

expansion and modernization of fixed assets;

acquisition of new machinery and equipment produced in Brazil;

programs related to technical training and management, and information technology;

social investment programs;

environmental investments; and

investments in research, development and innovation.

The interest rates for loans drawn under these facilities are set at the time the loans are made and are based on the TJLP rate or the average annual currency basket rate published by BNDES, or theCesta de Moedas rate or the accumulated annual average of SELIC.

Loans made under these facilities may have maturities up to ten years. The outstanding principal and interest of each of these loans is payable in monthly installments following the expiration of the grace period for these loans, which is generally one year or 18 months, depending upon the terms of the relevant facility.

The table below sets forth selected information with respect to our BNDES revolving credit facilities as of December 31, 2016.

Facility

Committed
Principal
Amount
Outstanding
Principal
and Interest

Weighted Average
Interest Rate

Expirationamount of
Commitment
(in millions of
reais)
(in millions
of
reais)

December 2009

R$500.0

Cesta de Moedas loans

3.0Cesta de Moedas750 million plus 2.58%January 2017

TJLP loans

6.6TJLP plus 2.58% to 3.58%January 2017

Fixed rate

75,74.0% to 4.5%January 2021

November 2011

R$2,460.0

Cesta de Moedas loans

75.4Cesta de Moedas plus 2.42% to 2.45%October 2018

TJLP loans

854.8TJLP plus 0.00% to 3.58%December 2021

Fixed rate

187.13.5% to7.0%December 2021

SELIC

256.8SELIC plus .2.32% to 2.78%December2021

January 2015 credit facility

R$1,994.0

TJLP loans

177.6TJLP plus 0% to 2.62%January 2022

SELIC loans

186.2SELIC plus 2.32%January 2022interests, were fully prepaid.

 

Each of these credit facilities is secured by mortgages on (1) two of our plants located in Southern Complex, (2) one of our plants located in the cities of Santo André and Mauá in the state of São Paulo, (3) one of our polypropylene plants in the city of Paulínia in the state of São Paulo, and (4) one chlor-alkali plant in the city of Maceió, in the state of Alagoas.

Revolving Credit Facility AgreementsAgreement

In September 2014,On December 20, 2021, we entered into a revolving credit facility agreement with a Brazilian financial institution for a principalsyndicate of global lenders, in the aggregate amount of R$500.0up to US$1,000 million, which maturesmaturing in September 2019.

In December 2014, we and several of2026. The new agreement replaced our subsidiaries entered into aprevious revolving credit facility agreement with several international financial institutions for a principal amount of US$750.0 million, which matures in December 2019.

Bank Credit Facilities

In September 2013, we entered into a loan agreement with a Brazilian financial institution under which we borrowed an aggregate principal amount of US$70.0 million. The loan proceeds will be used for working capital purposes. This loan bears interest at a rate of LIBOR plus 1.50% payable quarterly in arrears. Principal on this loan is payable upon maturity in September 2018.

In January 2014, our subsidiary Braskem Netherlands, as borrower, and we, as guarantor, entered into a credit facility agreement with an international financial institution for a principal amount of US$75.0 million. The facility bears interest at a floating rate of LIBOR plus 1.75% per annum, payable semi-annually, and matures in 2019. We used the proceeds of this loan for our general operating activities.

In August 2014, our subsidiary Braskem Netherlands, as borrower, and we, as guarantor, entered into a loan and guaranty agreement with an international financial institution, as lender, for a principal amount of US$62.5 million. The facility bears interest at a floating rate of LIBOR plus 1.55% to 1.85% per annum, payable upon maturity in 2019. We used the proceeds of this loan for the manufacture and sale of petrochemical products and for general corporate purposes.

In October 2014, we received disbursements in an aggregate principal amount of R$196.3 million under a credit facility we entered into in August 2014 with a Brazilian financial institution. In August 2014, we entered into a credit facility for a principal amount of R$200.0 million. This credit facility bears interest at a rate of 8.24% per annum payable monthly until August 2015 and quarterly thereafter through maturity in August 2024. The outstanding principal amount is payable in 108 successive monthly installments beginning in September 2015.

Export Prepayment Agreements and Advances on Exchange Contracts

We have entered into a several export prepayment agreements and advances on exchange contracts. One of our export prepayment agreements is secured by certain of our export receivables. The table below sets forth our significant outstanding export prepayment agreements and advances on exchange contracts, the outstanding principal amount of these facilities, the interest rate applicable to these facilities, the amortization schedule of these facilities and their maturity dates.

Issue Date

  Outstanding
Principal
Amount as of
December 31,
2016
   Interest Rate  Amortization
Schedule
   Final Maturity
   (in millions of
U.S. dollars)
           

January 2013

   120.3    LIBOR + 1.10  Semi-annual (1)   November 2022

May 2016

   50.2    LIBOR + 3.25  Bullet Maturity   May 2017

October 2016

   80.6    3.28  Bullet Maturity   September 2017

December 2016

   68.2    LIBOR + 2.60  Bullet Maturity   November 2019

(1)Amortization on this facility commenced in May 2013.

Although export prepayment facilities and advances on exchange contracts have historically accounted for an important part of our financing strategy, asfacility. As of December 31, 2016, they accounted for only 3.3%2023, we had not drawn any amount under the new revolving credit facility.

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Indebtedness of Braskem Idesa

As of December 31, 2023, the carrying amount of the borrowings relating to our outstanding indebtedness.Mexico segment was R$11,250 million (US$2,324 million). The Braskem Idesa financing agreements and bond issuance include certain covenants that require, among other things, the presentation of audited financial statements within a certain timeframe.

Financing Agreements

InOn December 2012, Braskem Idesa entered into a common terms agreement with certain financial institutions to finance the development, design, construction and initial operation of the Mexico Complex. The Mexico Complex includes an ethane cracker with annual capacity of 1.05 million tons to produce ethylene, two high density polyethylene plants and a low densitylow-density polyethylene plant. In connection with the common terms agreement, Braskem Idesa entered into eight separate financing agreements with international and Brazilian financial institutions and development banks in an aggregate principal amount of up to US$R$15 billion (US$3.2 billion,billion), or the Braskem Idesa Financing. All amounts disbursed under these credit facilities arewere secured by our shares in Braskem Idesa. In addition, as a condition precedent to the initial disbursement and each subsequent disbursement, Braskem Idesa was required to have a maximum debt to base equity ratio of 70 to 30 after giving effect to such disbursement, as calculated pursuant to the common terms agreement. In September 2015, Braskem Idesa received the final disbursement pursuant to the common terms agreement, reaching an aggregate principal amount of US$3.2 billion.R$14 billion (US$3 billion).

On November 25, 2019, Braskem Idesa issued R$4,667 million (US$900 million) in aggregate principal amount of 7.450% senior secured notes due 2029. The financing consists2029 notes are senior secured obligations of fixedBraskem Idesa and floating tranches. The interest ratesrank pari passu with the existing Braskem Idesa senior secured obligations due 2032 and the credit facility. After the full amortization of the outstanding amount of the Braskem Idesa 2032 notes and the credit facility, Braskem Idesa’s 2029 notes will convert into senior unsecured notes. Interest on the fixed tranchenotes is payable semi-annually, and the principal amount becomes due at maturity. The proceeds of the notes were used to partially refinance Braskem Idesa’s existing secured project finance indebtedness incurred in 2012 to construct a Complex in Mexico. Excess proceeds of the issuance were used to prepay certain other indebtedness of Braskem Idesa.

On October 11, 2021, Braskem Idesa entered into a senior secured syndicated term loan facility of up to R$3,338 million (US$600 million) with Morgan Stanley Senior Funding, Inc., Credit Agricole Corporate and Investment Bank, Deutsche Bank AG, London Branch and Itaú Unibanco S.A., Miami Branch, as lenders. The credit facility is secured by first priority security interest in favor of the lenders and all lenders share the collateral equally with the holders of the 2029 and 2032 notes and potential additional secured parties as permitted under the credit facility and the indenture governing the notes. The credit facility has a five-year term and will bear interest at a rate equal to quarterly Term SOFR plus an applicable margin ranging from 2.25% to 4.25% (depending on Braskem Idesa credit rating), to be paid quarterly. The principal amount will be repaid in semi-annual installments commencing 24 months after the closing date. The loan under the credit facility was partially drawn, R$837 million (US$150 million) on October 20, 2021 in order to fully prepaid the project finance indebtedness incurred in 2012, along with the 2032 notes issued by Braskem Idesa.

On October 20, 2021, Braskem Idesa issued R$6,697 million (US$1,200 million) in aggregate principal amount of 6.990% senior secured sustainability linked notes due 2032. The notes are within a rangesenior secured obligations of 4.33% to 6.17%. The interest ratesBraskem Idesa and rank pari passu with the existing Braskem Idesa senior secured notes due 2029 and the credit facility. Interest on the floating tranche are within a range of LIBOR plus 2.73% to LIBOR plus 4.65%. To reduce the interest rate risk, the second tranche is hedged through several swap agreements. Interest on both tranchesnotes is payable quarterlysemi-annually, and the principal amount becomes due at maturity. The 2032 notes accrue an interest step-up by 37.5 basis points to 7.365% per annum if Braskem Idesa does not satisfy the sustainability performance target to reduce absolute GHG emissions by 15% from a 2017 baseline by year-end 2028. The proceeds of the notes were used (jointly with the credit facility) to fully refinance Braskem Idesa’s existing secured project finance indebtedness incurred in arrears and principal2012 to construct a Complex in Mexico. With this financing, Braskem Idesa concluded its debt refinancing plan, replacing the remaining balance of US$1,350 million from its project finance facility with new debt instruments with a longer maturity, which extended its average debt maturity term from five to nine years. With the repayment of the project finance facility, the financial guarantees granted by Braskem for the benefit of Braskem Idesa, in the total amount of US$358 million, were extinguished.

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Braskem Idesa is amortized quarterly. The final maturity date of these loans is February 15, 2029in compliance with amortizations beginning in May 2016.its debt service obligations under such financing agreement.

Security

Outstanding Principal plus Interest Amount

as of December 31, 2023

Final Maturity

 (in millions of US$)(in millions of reais) 
7.45% Notes due 2029(1) (2)9054,383November 2029
6.99% Notes due 2032(1) (3)1,2265,936February 2032
Credit Facilities(4)129625October 2026
TQPM Financing (4)158766October 2028

(1)Represents notes issued by Braskem Idesa.
(2)Unsecured bond
(3)Sustainability-linked bonds. The bonds have a 10-year term and bear interest at 6.99% p.a., which may be increased by up to 0.37% p.a. if certain conditions are not met. Braskem Idesa pledged as guarantee property, plant and equipment assets in the same value as the bond.
(4)Terminal Química pledged as collateral property, plant and equipment assets.

Capital Expenditures

In 2016, our total investmentsDuring 2023, investing activities for which we used net cash on a consolidated basis primarily consisted of: (i) acquisitions of property, plant and equipment and intangible assets totaled R$2,874.9 million, consisting primarily of (1) a capital expenditure of R$1,4392,936 million, (excluding capitalized interest) on our various projectsin the Brazil segment, which were allocated primarily to industrial operations, including the investments related to schedule maintenance, operating efficiency, health, environmental and safety (HES), including reliability and operating safety of industrial assets, productivity, modernization and strategic projects; (ii) acquisitions of property, plant and equipment and intangible assets of R$340 million in maintainingthe USA and improving our assets;Europe segment, which were allocated both to industrial operations and (2) a R$1,195 million disbursement for our Mexico Complex. Our total investments onstrategic projects; and (iii) acquisitions of property, plant and equipment and intangible assets in 2015 and 2014 totaledof R$4,124.0 and R$5,409.1842 million respectively.

In 2016, we made investments in the aggregate amount of R$2,975 million. The R$687 million decrease compared toMexico segment, mainly represented by the new ethane terminal.

For additional information, see “Item 5. Operating and Financial Review and Prospects—Capital Expenditures” in our initial projection of R$3,661 million is mainly due to the effect from the translation to Brazilianreais of the investments made in U.S. dollars and the postponement/cancelation of certain operating and strategic projects to optimize our investment portfolio.Annual Report.

Excluding Braskem’s contributions to the Mexico project, total investment in 2016 totaled R$1,780 million, down 31% from the initial estimate of R$2,334 million. Of this amount, R$1,439 million, or approximately 81% of the total, was allocated to industrial operations (R$107 million (US$33 million) in the United States and Europe), including investments related to operating efficiency, health, environment and safety (collectively referred to as HES), productivity, maintenance and modernization. The remaining R$341 million (of which R$244 million (US$72 million) was allocated to the United States and Europe) was allocated to strategic projects, including: (1) investment to produce UTEC® resin in La Porte, Texas; (2) investment to diversify the feedstock profile of our cracker in Bahia; and (3) investments to capture productivity gains at the polypropylene plants in the United States and Germany.

Capital Expenditure Budget

We plan to invest approximately R$1,8142,219 million in 2017, with2024, excluding Braskem Idesa investments, which will be used mainly for (i) scheduled maintenance shutdowns in some units of resins in Brazil, U.S. and Germany; (ii) regulatory investments and those related to process safety; (iii) program for asset mechanical integrity and acquisition of spare parts; (iv) investments in Innovation & Technology, including the new lab in Boston, United States; (v) technological developments; and (vi) the ongoing construction of desulfurization unit to reduce atmospheric emissions and increase energy efficiency of the Triunfo Petrochemical Complex in Rio Grande do Sul.

With respect to Braskem Idesa, investments of R$1791,270 million peggedare planned in 2024, of which R$1,016 million is related to the U.S. dollar (US$51 million) in connection with operating investments inethane import terminal that will be financed through the United States and Europe Unit and the Mexico Unit.

Of this amount,Syndicated Project Finance Loan issued by Terminal Quimica Puerto México (TQPM). The remaining R$1,544254 million will be allocated mainly to maintenance, modernization, productivity, HES and operationalprojects related to related to operating efficiency, including disbursements with the scheduled maintenance shutdown of the cracker in Duque de Caxias, Rio de Janeiro, which occurred in the third quarter of 2017. The remainder will be allocated to other strategic projects, such as the feedstock diversification project at the cracker in Bahia (with an expected investment of R$236 million).maintenance, productivity, and HES.

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Joint Ventures Related to Our Mexico Segment

Joint Venture

Mexico Complex

Braskem and Idesa formed Braskem Idesa in April 2010 to develop, construct and operate the Mexico Complex, located in the Mexican state of Veracruz. The Mexico Complex includes an ethylene cracker that produces 1.05 million tons of ethylene per year from ethane based on technology licensed from Technip Italy S.p.A,S.p.A., or Technip,-two two high density polyethylene plants based on Innovene S technology licensed from Ineos Commercial Services UK Limited (as successor to Ineos Europe Limited) and a low densitylow-density polyethylene plant based on Lupotech T technology licensed from Basell Polyolefin GmbH. The three polyethylene plants have a combined annual production capacity of 1.0 million tons of HDPE and LDPE. As of December 31, 2016, we produced 443.180 tons of HDPE and LDPE.

Braskem Idesa is a party to an ethane supply agreement with Pemex TRI, a subsidiary of Pemex, dated February 19, 2010 pursuant to which(“BI’s Ethane Supply Agreement”). As per the terms and conditions provided in BI’s Ethane Supply Agreement, ethane supply is assured through a 20-year contract with Pemex TRI will provide,at a price pegged to the U.S. gas price.

On September 27, 2021, Braskem Idesa signed the following documents: (i) Amended ESA with PEMEX, with settlement of any pending contractual amounts; and (ii) Terminal Agreement.

The Amended ESA changes the minimum contractual volume commitment to 30,000 barrels/day until February 2025 (subject to extensions in the event of delay in obtaining the licenses for the terminal’s construction). Pemex TRI and Braskem Idesa will purchase, 66,000 barrels per dayhave agreed to extend semi-annually the contractual volume until May 31, 2025, with the terminal’s startup expected in the second half of 2024.

The Amended ESA further establishes first-refusal rights, which consists of a preemptive right for Braskem Idesa in the acquisition of all ethane to the Mexico Complex for a period of 20 yearsthat PEMEX has available and does not consume in its own production process through 2045, at prices based on the Mont Belvieu purityinternational references. The terminal project is designed to supplement ethane and Henry Hub Natural Gas prices. Under this agreement, any daily amount rejectedsupply in Mexico by Braskem Idesa must be purchased in installments in subsequent deliveries until the deficit has been resolved. This contract will expire in 2035 and is renewable for three five-year periods, with prior notice at least two years priorgaining access to the expiration of the agreement that it intends to renew this agreement. Pemex TRI may terminate the contract in the event of: (1) a failure to pay that continues for more than 180 days after notice, or (2) an emergency stoppage in operations or force majeure event that continues for more than 48 months.new feedstock sources.

In February 2010, we and Idesa entered into the Braskem Idesa shareholders’ agreement to govern our relationship with respect to Braskem Idesa, which was amended in November 2012, December 2012, April 2015, April 2017 and April 2015.October 2021. The Braskem Idesa shareholders’ agreement, as amended, sets forth the understanding of the parties regarding the implementation of this project and the relationship of Braskem and Idesa as shareholders of Braskem Idesa. Under the Braskem Idesa shareholders’ agreement, as amended:

·the parties agree to use their best efforts to use Braskem Idesa as their commercialization vehicle for polyethylene in Mexico;
·the parties agree that the polyethylene production of Braskem Idesa shall be strategically focused on supplying the Mexican market;
·we have the right to appoint five members and Idesa has the right to appoint two members of Braskem Idesa’s board of directors; decisions considered at Braskem Idesa’s general shareholders’ meetings require the approval of at least 50% plus one of the voting shares of Braskem Idesa. Decisions considered by Braskem Idesa’s board of directors require the approval by a simple majority of votes of its members;
·upon the failure of Braskem and Idesa to agree to vote in favor of certain matters requiring a supermajority vote in an extraordinary shareholders’ meeting, (1) we will have the right to seek approval of such matters by a simple majority vote of Braskem Idesa’s shareholders, (2) in the event that such matters are approved by a simple majority vote of Braskem Idesa’s shareholders, we will have the option to purchase all of the shares then held by Idesa, and (3) in the event that we do not exercise this right, Idesa will have the option to sell all of its shares of Braskem Idesa to us; and

the parties agree to use their best efforts to use Braskem Idesa as their commercialization vehicle for polyethylene in Mexico;
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the parties agree that the polyethylene production of Braskem Idesa shall be used primarily to supply the Mexican market;
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we have the right to appoint five members and Idesa has the right to appoint two members of Braskem Idesa’s board of directors; decisions considered at Braskem Idesa’s ordinary shareholders’ meetings or by Braskem Idesa’s board of directors require the approval by a simple majority;

upon the failure of Braskem and Idesa to agree to vote in favor of certain matters requiring a supermajority vote in an extraordinary shareholders’ meeting, (1) we will have the right to seek approval of such matters by a simple majority vote of Braskem Idesa’s shareholders, (2) in the event that such matters are approved by a simple majority vote of Braskem Idesa’s shareholders, we will have the option to purchase all of the shares then held by Idesa, and (3) in the event that we do not exercise this right, Idesa will have the option to sell all of its shares of Braskem Idesa to us; and

any disputes between Braskem and Idesa arising out of or in connection with the Braskem Idesa shareholders’ agreement will be resolved through arbitration.
·any disputes between Braskem and Idesa arising out of or in connection with the Braskem Idesa shareholders’ agreement will be resolved through arbitration.

The Braskem Idesa shareholders’ agreement also contains rights of first refusal, tag along rights and drag along rights in connection with the disposition of Braskem Idesa shares.

The original estimated total cost of the Mexico Complex of approximately US$4.5 billion, including financial costs during construction and initial working capital requirements, was revised in 2015 to US$5.2 billion primarily as a result of (1) a change in the scope of the power generating unit in order to ensure the self-sufficiency of the complex and improve the reliability of energy supply, with the possibility of selling any surplus energy to the grid; and (2) additional costs arising from infrastructure and local services.

We and Idesa contributed an aggregate of approximately 38% of the total costs as equity in proportion to our ownership interests in Braskem Idesa, and the remainder was borrowed by Braskem Idesa under project finance arrangements, secured by the assets of this project, with multilateral credit agencies, export credit agencies, development banks and private banks. See “Item 5. Operating and Financial Review and Prospects—Capital Expenditures—Joint Venture—Mexico Complex.”

Construction of the Mexico Complex began in 2012 and it commenced operations with the production of the first batch of polyethylene in April 2016.

Equity Support Agreement Relating to the Mexico Complex

In December 2012, we, Braskem Idesa, Etileno XXI, S.A. de C.V., and Idesa entered into an equity support agreement pursuant to which Braskem Idesa’s shareholders agreed to make and guarantee payment of certain equity contributions to Braskem Idesa. This contract was amended and restated in April 2015. Pursuant to the amended and restated equity support agreement, the parties assumed a base equity commitment of US$2.0 billion in proportion to their percentage ownership, direct or indirect, in Braskem Idesa (Braskem 75% and Idesa 25%), which has been fully contributed into Braskem Idesa. The shareholders have also assumed the obligation of making certain contingent equity contributions to cover any additional amounts necessary to complete the project. The contingent equity commitment that remains available is in the amount of up to US$208 million, and such commitment will be available until the occurrence of the contingent equity release date in accordance with the amended and restated equity support agreement; provided that the same will be reduced to the lesser of the amount then available and US$100 million upon the achievement of financial completion of the project. Currently, we have not provided credit support for any of our obligations to fund base equity or primary or secondary contingent equity, but in the event that we cease to have an investment grade rating prior to the release of our base and contingent equity obligations, we will be required to provide cash collateral or in an amount equal to any such equity contributions that we may be required to make under the agreement.

Amendments to Braskem Idesa Shareholders’Shareholders' Agreement Relating to Project Ethylene XXI

In February 2010, Braskem and Idesa entered into a shareholders’ agreement, which we refer to as the Braskem Idesa shareholders’ agreement, to govern our relationship with respect to Braskem Idesa. In November 2012, Braskem and Idesa entered into the first amendment to the Braskem Idesa shareholders’ agreement, under which our ownership interest in Braskem Idesa was increased to 75% minus one share of the equity interest in Braskem Idesa and Idesa’s ownership interest in Braskem Idesa was reduced to 25% plus one share of the equity interest. In December 2012, we and Idesa entered into the second amendment to the Braskem Idesa shareholders’ agreement to include the commitment of both Sponsors to fund certain primary and secondary contingent equity to the project. In April 2015, we and Idesa entered into the third amendment to the Braskem Idesa shareholders’ agreement to include additional base equity contribution and reaffirm the new the commitments of contingencycontingent equity, under which we agreed to fund up to 100% of the primary contingent equity commitment under the equity support agreement up tostart-up date. The primary contingent equity commitment is approximately US$208 million. In April 2017, we and Idesa amended and restated the Braskem Idesa shareholders’ agreement to update the terms to reflect the progress of the company since the original signing in 2010 and to reflect the understanding among the shareholders as to the shareholders’ rights and obligations in connection with the payment of fees and interest by Idesa related to any funding by Braskem of Idesa’s portion of contingent equity or the working capital needs of Braskem Idesa, and the eventual dilution of Idesa’s equity interests in Braskem Idesa as a result of the same. Finally, in October, 2021, we and Idesa executed the second amendment and restatement shareholder agreement of Braskem Idesa in order to update the excess commitment fee regarding the contingent equity funded by us and modifying the fee rate related to it.

Other InvestmentsSolution to import ethane for the Braskem Idesa facility in Mexico

Braskem Idesa has been investing in logistics infrastructure to import ethane from the United States to maintain and increase the capacity utilization rate of its cracker. Concerning to ethane supply, Braskem Idesa has entered into a long-term agreement to acquire ethane and could also import in the sport market.

To ensure the Fast-Track Solution’s feasibility, Braskem Idesa executed agreements with Smart Pass, a logistics operator, and with Enestas, a company specialized in cryogenic gas transportation. Smart Pass is the responsible for receiving liquefied ethane at the Port of Coatzacoalcos docks and unloading it from the vessels in cryogenic tanks. Enestas is the responsible for the transport of ethane by truck to the Braskem Idesa petrochemical complex, where the ethane is stored in existing tanks and regasified for use in the production process.

With an approximate investment of R$49.9 million (US$9.6 million), this complementary solution for acquiring feedstock had made it possible to import up to 12,800 barrels per day of ethane to the Petrochemical Complex in Mexico, which represents 19% of its ethane needs. In February 2020, Braskem Idesa started its operation to import ethane (the “Fast Track Solution”) and imported its first shipment of ethane.

The total investment in the Fast Track Solution, considering expansion, is an approximate total investment of R$67.5 million (US$12.1 million), with approximately R$55.2 million (US$9.9 million) spent by the end of 2020. The expansion of this complementary solution for acquiring feedstock makes it possible to import up to 35,000 barrels per day of ethane to the Petrochemical Complex in Mexico, which represents 50% of its ethane needs. In December 2020, Braskem Idesa concluded the first phase of expansion of the Fast Track Solution to 20 kbpd and, in April 2021 we concluded the second phase of expansion to a total capacity of 25 kbpd. By 2022 Braskem Idesa increased the total capacity up to 35,000 bpd as a result of additional investment of R$86.5 million (US$15.5 million).

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By 2023, our petrochemical complex had an operating rate of approximately 77% primarily due to the shortfall in ethane supplied under the ESA, which was partially offset by imported ethane supplied by the Fast Track Solution. We diversified our sources of feedstock supply with the Fast-Track Solution and we plan to increase our import capacity in the future by adding additional discharge stations, both at the port and at our plant. Once the Ethane Import Terminal is operational, we expect to rely less on the Fast-Track Solution.

In addition, to implement the Fast-Track Solution, we executed the BNL Ethane Supply Agreement, a contract for the purchase of a target volume of ethane per year with Braskem Netherlands in February 2020, which has a term of twenty-four months, extendable for one optional period of six months. The price of ethane was determined by a contractual formula, and penalties would apply for delivery delays or if incorrect quantities are delivered. In addition, we have purchased additional volumes of ethane from Braskem Netherlands by entering into the BNL Ethane Supply Agreement Amendment.

On December 18, 2023, Braskem Idesa entered into a term agreement for the purchase of ethane with Braskem Netherlands, B.V., in effect until March 18, 2016,2033, using Mont Belvieu price reference, in order to import: (i) additional capacity of ethane to the ethane currently supplied by Pemex before Ethane Import Terminal becomes fully operational, and (ii) all ethane requirements of Braskem Idesa after Ethane Import Terminal become operational.

For additional information, particularly relating to the risks associated with this project, please see “Item 3.D Risk Factors—Risks Relating to Mexico—We source part of our ethane feedstock from Pemex TRI in Mexico, which we expect to be our primary source of ethane until the Ethane Import Terminal is operational.”

Braskem Idesa is also developing the Ethane Import Terminal, a long-term alternative source of imported ethane and a pipeline that will connect the terminal directly to our Complex. The expected ethane capacity of the Ethane Import Terminal would be enough to fulfill the total ethane needs for the Mexico Complex. This terminal would provide the capacity to import more ethane than we currently require. With this, our Mexico Segment will be able to source the total needs of our Mexico Complex to increase our polyethylene production and take advantage of the forecasted increase in demand for polyethylene products in North America and around the world.

On October 12, 2021, Braskem Idesa and Braskem Idesa Servicios incorporated Terminal Química Puerto México, S.A.P.I. under the laws of Mexico, with the main purpose of designing, constructing and developing the ethane import terminal. In addition, on December 09, 2021, Braskem Idesa’s board of directors approved a projectthe Final Investment Decision (“FID”) in order to invest R$380 million to create flexibility at our Bahia cracker forin the use of up to 15% ethane as feedstock. This project will also entail the modernizationEthane Import Terminal Project.

The estimated cost of the industrial unitEthane Import Terminal and renovationrelated infrastructure investment is approximately R$2,327 million (US$446 million) (inclusive of financing costs and VAT). On June 13, 2022, Braskem Idesa and TQPM, entered into a stock purchase agreement with Advario, a carve-out of Oiltanking GmBH, for a 50% interest in TQPM, subject to certain conditions precedents. The Mexican Antitrust agency (COFECE) approved such purchase on October 3, 2022. On March 1, 2023, Braskem Idesa met the port infrastructure,conditions precedent, receiving the payment of R$292 million (US$56 million) referring to the capital contribution disbursed, which was equivalent to 50% interest in TQPM’s capital by Braskem Idesa until the respective date, totaling R$584 (US$112 million). The Ethane Import Terminal is expected to commence operationsbe completed and to reach full capacity by the end of 2024, but there may be delays.

On October 2023, with the support of its shareholders, Braskem Idesa and Advario, TQPM secured the financing of R$1,975 million (US$408 MM) Senior Loan, by INBURSA, ING KFW-IPEX, Credit Agricole, Mizuho, and DEG. It is a syndicated project finance loan, a five-year mini-perm deal with standard guarantees for a transaction of this nature. The capital structure of the project is expected to be 30% equity and 70% debt of the total investment. On November 2023, TQPM made the first disbursement of the syndicated project finance loan in the second halfamount of 2017. In connection with this project, weR$760 million (US$157 million).

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On October 7, 2022, TQPM entered into a long-term contractland purchase agreement with an affiliate of Enterprise ProductsAdministración del Sistema Portuario Nacional Coatzacoalcos, S.A. de C.V. (“ASIPONA”) for the supplyland that will be used for the construction of ethane imported from the United States at a price basedstorage system of the Ethane Import Terminal. Also, TQPM obtained the construction license for construction of the storage system on December 22, 2022.

On October 31, 2022, TQPM entered into an Alliance Engineering, Procurement and Construction Contract with ICA Flour Daniel, S. de R.L. de C.V. (“ICAF”), in order to ICAF be responsible for the international Mont Belvieu reference price. This projectdesign, engineering, procurement, construction, commissioning and deliver turnkey the Ethane Import Terminal to TQPM.

The Ethane Import Terminal is expected to be completed by the end of 2024 and to reach full capacity by the first half of 2025, but there may be delays. Please see “Item 3. D Risk Factors—Risks Relating to Mexico—We source part of our strategyethane feedstock from Pemex TRI in Mexico, which we expect to diversifybe our feedstock matrix, with a focus on increasing our competitiveness and thatprimary source of ethane until the Brazilian petrochemical chain.Ethane Import Terminal is operational.”

Off-Balance Sheet ArrangementsITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

We do not currently have any transactions involvingoff-balance sheet arrangements.

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors and Senior Management

Our board of directors ((“conselho de administraçãoo”) and our board of executive officers ((“diretoria estatutária”) are responsible for operating our business.

Board of Directors of Braskem

Ourby-laws provide for a board of directors of eleven members and eleven alternate members.directors. During periods of absence or temporary unavailability of a regular member of our board of directors, the corresponding alternate member substitutes for the absent or unavailable regular member. Our board of directors is a decision-making body responsible for, among other things, determining policies and guidelines, as well as the approval for acquisition of products and material and execution of certain contracts for our business and our wholly-ownedwholly owned subsidiaries and controlled companies.companies, when applicable. Our board of directors also supervises our board of executive officers and monitors its implementation of the policies and guidelines that are established from time to time by the board of directors. Under the Brazilian CorporationCorporate Law, our board of directors is also responsible for hiring independent accountants.

The members of our board of directors are elected at general meetings of shareholders for a two-year terms unified term and are eligible for reelection. The terms of all current members will expire at our annual shareholders’ meeting scheduled for 2018.to be held in April 2024. Members of our board of directors are subject to removal at any time with or without cause at a general shareholders’ meeting, observing the provisions in the Shareholders’ Agreement filed at the Company’s headquarters. The position of shareholders.Chief Executive Officer and Chairman of the board of directors cannot be held at the same time by the same individual according to the Brazilian Corporate Law. Ourby-laws do not contain any citizenship or residency requirements for members of our board of directors and the members ofthey do not have to be our board of directors need not be shareholders of our company.shareholders. Our board of directors is presided over by the presidentchairman of the board of directors, and, in his absence or temporary unavailability, by the vice presidentvice-chairman of the board of directors. The presidentchairman and the vice presidentvice-chairman of our board of directors are elected at a general shareholders’ meeting of shareholders from among the members of our board of directors to serve fortwo-year terms and are eligible for reelection.

Our board of directors ordinarily meets eight times a yearevery month and extraordinarily when a meeting iswhenever called by the president,chairman, the vice presidentvice-chairman or any two other members of our board of directors. Decisions of our board of directors require a quorum of a majority of the current directors and are taken by majority vote, other than certain actions which require the consensus of the nominees of OdebrechtNovonor S.A. – Em Recuperação Judicial (“Novonor”), and Petrobras Brasileiro S.A.–Petrobras (“Petrobras”) under the Braskem S.A. Shareholders’ Agreement. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Shareholders’ Agreements—Braskem S.A. Shareholders’ Agreement.”

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The following table sets forth certain information with respect to the current members of our board of directors and their alternates:alternates as of the date of this annual report:

 

Name

Member Since

Position Held

Age

Newton Sergio de Souza

José Mauro Mettrau Carneiro da Cunha
December 20, 2019August 15, 2001Chairman of the Board6474

Ernani Filgueiras de Carvalho(1)

Eduardo Bacellar Leal Ferreira (1)
April 19, 2022April 7, 2016Vice-Chairman of the Board6871

João Cox Neto(1)

José Luis Bringel Vidal (1)
April 19, 2022June 8, 2016Board Member5458

Carla Gouveia Barretto

April 15, 2009Board Member50

Luiz de Mendonça

April 27, 2012Board Member54

Gesner José de Oliveira Filho (1)

June 27, 2017Board Member6167

Marcelo Moses de Oliveira Lyrio -João Pinheiro Nogueira Batista (1)

April 16, 2019June 27, 2017Board Member5467

Pedro Oliva Marcilio de Sousa (1)

Juliana Sá Vieira Baiardi
April 19, 2022June 27, 2017Board Member4450

João Carlos Trigo de Loureiro

Héctor Nuñez
November 18, 2021April 7, 2016Board Member6561

Fernando Reis Vianna Filho(1)

Roberto Faldini
May 22, 2019June 8, 2016Board Member7675

Edson Chil Nobre(1)

Charles Lenzi (1)
April 19, 2022April 7, 2016Board Member6965

Marcelo Klujsza

August 24, 2020Board Member61
André Amaro da Silveira

(1)
June 8, 2016Board Member60
Rodrigo Tiradentes MontecchiariApril 19, 2022Alternate47
Daniel Pereira de Alburquerque EnnesMay 29, 2020Alternate44
Guilherme Simões de AbreuMay 29, 2020Alternate72
Marco Antônio ZacariasApril 19, 2022Alternate63
Lineu Fachin LeonardoApril 19, 2022Alternate42
 Alternate(1)54

Arão Dias Tisser

July 25, 2008Alternate42

Marcelo Mancini Stella

June 8, 2016Alternate55

Sergio França Leão

June 27, 2017Alternate66

Mauro Motta Figueira

April 27, 2012Alternate47

Ticiana Vaz Sampaio Marianetti

April 06, 2016Alternate46

José de Freitas Mascarenhas

August 15, 2001Alternate76

Helena da Costa Silveira Troper

June 8, 2016Alternate34

Paulo Cézar Fernandes da Silva

April 06, 2016Alternate59

Marcus Vinicius Magalhães

April 9, 2015Alternate55

(1)Independent director.

The following is a summary of the business experience, areas of expertise and principal outside business interests of our current directors and their alternates.

Directors

Newton Sergio de Souza.José Mauro Mettrau Carneiro da Cunha. Mr. Newton de SouzaJosé Mauro Mettrau Carneiro da Cunha was elected as an effective member and Chairman of the Company’s Board of Directors on May 29, 2020, and he has been appointed by shareholder Novonor. Mr. José Mauro was reelected as an effective member and Chairman of the Company’s Board of Directors on May 29, 2020 and on April 19, 2022. He was Chief Executive Officer of Novonor from April 2021 to our board of directors as a nominee of Odebrecht. He has served as the chief executive officer of Odebrecht S.A. since December 2015. During 2015, he becameMarch 2022 and was a member of the Board of Directors of Oi S.A. from September 2018 to September 2020, having previously served as Chairman of the Board of Directors of Oi S.A. since 2009. Mr. José Mauro began his career as an employee of BNDES, where he held several positions and held various executive positions (from 1974 to 1990), having also been appointed Director (from 1991 to 1998) and Vice President, responsible for the Industrial Operations, Legal and Tax Affairs areas (from 1998 to 2002). His main professional experiences include: (i) Full Member of the Board of Directors of Telemar Participações S.A. (from 2008 until the merger of Telemar Participações S.A., in September 2015); (ii) Full Member of the Board of Directors of Vale S.A. (from 2010 to April 2015); (iii) Interim Chief Executive Officer of Oi S.A. in 2013; (iv) Chairman of the Board of Directors of the following companies: Tele Norte Leste Participações S.A. (from 1999 to 2003 and from 2007 to 2012), where he also served as an Alternate Member of the Board of Directors in 2006; Telemar Norte Leste S.A. (from 2007 to 2012); TNL PCS S.A. (from 2007 to 2012); Tele Norte Celular Participações S.A. (from 2008 to 2012); Coari Participações S.A. (from 2007 to 2012); Dommo Empreendimentos Imobiliários S.A., formerly Calais Participações S.A. (from 2007 to December 2016); (v) Member of the Board of Directors of Log-In Logística Intermodal S.A. (from 2007 to 2011); (vi) Member of the Board of Directors of Lupatech S.A. (from 2006 to 2012); (vii) Member of the Board of Directors of Santo Antonio Energia S.A. (from 2008 to 2016); (viii) Full member of the Board of Directors of the following companies: (a) Braskem S.A. (from 2007 to 2010), where he previously held the position of Vice President of Strategic Planning (from 2003 to 2005); (b) LIGHT Serviços de Eletricidade S.A. (from 1997 to 2000); (c) Aracruz Celulose S.A. (from 1997 to 2002); (d) Politeno Indústria e Comércio S.A. (from 2003 to 2004); (e) BANESTES S.A. - Banco do Estado do Espírito Santo (from 2008 to 2009); and (f) Pharol, SGPS, S.A. (from 2015 to 2017). Mr. José Mauro graduated in mechanical engineering from Universidade Católica de Petrópolis, in Rio de Janeiro, in 1971. He completed an Executive Program in Management at the Anderson School, University of California, in December 2002.

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Eduardo Bacellar Leal Ferreira (independent member). Mr. Eduardo Bacellar Leal Ferreira was elected as an effective member of the Company’s Board of Directors on April 19, 2022, and he has been appointed by shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. Eduardo Bacellar Leal Ferreira was Chairman of the Board of Directors of Petrobras from 2019 to April 2022. In addition to the Petrobras Board, he participated in the Admiralty (Navy High Command) from 2013 to 2019, having chaired it from 2015 to 2019; the navy’s Financial and Administrative Council, from 2015 to 2019; the Interministerial Commission for the Resources of the Sea (coordinator), from 2015 to 2019; the Management Councils in the various Military Organizations he directed or commanded; and the Officer Promotion Commission, in 2007. He served in the Brazilian Navy from 1971 to 2019, in the positions of Director of Ports and Coasts, from 2010 to 2011; Commander-in-Chief of the Fleet, in 2012; Commander of the National War College, from 2013 to 2015; and Commander of the Navy, from 2015 to 2019. Before 2010, he served in numerous positions and functions inherent to his career, including a total of 13 years in command and direction of ships and land-based organizations, including the Captaincy of Ports Department of Rio de Janeiro, the Admiral Alexandrino Training Center, the Brazilian Naval Academy and the Seventh Naval District Command (Brasilia, Goiás and Tocantins). He was a celestial navigation instructor at the American Naval Academy, in Annapolis (Maryland), for two years. He also served in the Chilean Navy, taking a General Staff course. He is a graduate of the Officer’s Graduation Course and of Operations Engineering, mechanical modality, by the Naval School, from 1971 to 1975. He took the Electronics Course for Officers, at the Admiral Wandenkolk Training Center, from 1976 to 1977; Command and General Staff Course, in 1990, Superior Course, in 1991, Maritime Policy and Strategy Course, in 2000, at the Naval War College; General Staff Course at the Chilean Navy, in 1992; Module of Economic Sciences, from the Faculty of Economic and Administrative Sciences of the Universidad Marítima de Chile, in 1992; Professional Master of Naval Sciences, from the Naval War College, in 1992; and Professional Doctorate in Naval Sciences, Maritime Policy and Strategy at the EGN, in 2000.

José Luis Bringel Vidal (independent member). Mr. José Luis Bringel Vidal was elected as an effective member of the Company’s Board of Directors on April 19, 2022, and he has been appointed by shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. José Luis Bringel Vidal has been a member of the Advisory Board and the Founder President of the Mining Committee of the Commercial Chamber Brazil-Texas, since July, 2023. He is also a founding member and coordinator of the Infrastructure and Logistics Committee, of RGB - Rede de Governança do Brasil, since April 2021; Senior Government Relations Consultant of Norsk Hydro do Brasil, since February 2021; Member of the Board of Directors of Santos Brasil S.A., since May 2018, and of BEMISA - Brasil Exploração Mineral S.A., since March 2011. He is a Shareholder and Member of the Board of Directors of WV Logistics, since January 2020, and was Founding Partner and C&O from November 2003 until January 2020. He was Director of the Logistics and Transportation Division of the Infrastructure Department of FIESP - Federation of Industries of the State of São Paulo, from February 2020 to January 2022; Member of the Advisory Board of the Port of Angra dos Reis, from March 2020 to May 2021; Member of the Advisory Board of ABPM - Brazilian Association of Mineral Research Companies, from March 2017 until September 2020; Senior Consultant at Rio Tinto Alvan (Alcan), from December 2017 until July 2018; Founding Partner at TACV - Transport System Development, from August 2013 until July 2017; Senior Consultant at Piaui State Government - BR, from March 2015 until March 2016; Senior Consultant at Zamin Resources Limited, from November 2015 until January 2016; Senior Consultant at Warburg Pincus LLC, from January 2015 until May 2015; Senior Consultant at Itochu Corp & JFE Steel & Posco Group & China Steel, from March 2014 until October 2014; Senior Consultant at Hatch - CODELCO, from July 2014 until September 2014; Senior Consultant at Rio Tinto Alcan, from May 2011 until March 2013; Senior Consultant at SNC - LAVALIN, from February 2012 until May 2012; Senior Consultant at Itochu Corporation & JFE Steel & Nippon Steel & Posco Group & China Steel, from March 2008 until November 2008; Logistics Director at BEMISA - Brasil Exploração Mineral S. A., from June 2007 until September 2008; Senior Advisor of Bahia Mineração S.A. - BAMIN, from March 2005 until April 2006; National Coordinator of the Logistics Council of FECOMÉRCIO - Federação do Comércio do Estado de São Paulo, from June 2001 until March 2005; General Manager of Pasha Brasil, of The Pasha Group - Rio Doce Pasha Terminais L.P., from July 2001 to October 2003; Manager of the São Paulo Business Unit of Ferrovia Centro Atlântica S.A. - FCA, from January 1997 to June 2001. He is an Electrical Engineer from Escola de Engenharia de Mauá, in 1992. He holds a Post-Graduate degree in Market-Oriented Business Administration from Escola Superior de Propaganda e Marketing, in 1994; Board of Directors Program, from Instituto Brasileiro de Governança Corporativa, in 2012; Certification as Experienced Board Member (CCA+), from Instituto Brasileiro de Governança Corporativa, in 2019 – Certificate renewed in August 2022 (credential code 31581/2022); Update for Certified Board Members, from Instituto Brasileiro de Governança Corporativa, in 2020; Corporate Risk Management 1st Edition, by the Brazilian Institute of Corporate Governance, in 2020; Advanced Course for Board Members 14th Edition, by the Brazilian Institute of Corporate Governance, in 2020; Professional Education Specialization Leadership in Innovation, by MIT - Massachusetts Institute of Technology, in 2021; Specialization in Risk Management and Financial Decision Making, by the University of Chicago, in 2021. ESG: how to rethink and innovate business in a changing world - Integrated Leadership Training Program, by the Instituto Brasileiro de Governança Corporativa, in 2022; and Coordinator & Professor of the 1st Improvement Program in Governance, Compliance and Risk Management with Emphasis on Transport and Infrastructure promoted by the Latin American Institute of Governance and Public Compliance (IGCP) for Members of the National Transport Confederation (CNT) and Institute of Transport and Logistics (ITL), in 2022. He has been a Visiting Professor at FGV Transportes - Fundação Getúlio Vargas since August, 2023.

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Gesner José de Oliveira Filho (independent member). Mr. Gesner José de Oliveira Filho was elected as an independent and effective member of the Company’s Board of Directors on June 27, 2017, he has been appointed by the shareholder Novonor. Mr. Gesner Oliveira was reelected on April 30, 2018, on May 29, 2020 and on April 14, 2022. Mr. Gesner Oliveira also holds the position of Coordinator of the Company’s Statutory Compliance and Audit Committee since April 27, 2022. He is certified by IBGC as independent director and as member of Audit Committee CCoAud+; he is member of the Board of Directors of TIM, where he coordinates the Statutory Audit Committee and is also a member of the “ESG” Committee; he is Chairman of the Board of Directors of Estre Ambiental and member of the Self-Regulation Board of FEBRABAN. He was member of the Global Consultive Board of UBER and of the Board of Directors of Iguá, Usiminas, Sabesp, CESP, Banco Nossa Caixa and Varig. He currently participates, as a volunteer, at the Instituto Brasileiro de Ética Concorrencial (ETCO), Centro de Integração Empresa-Escola (CIEE), acts as a member of the Consultive Council of GRAPE ESG and as a member of the Consultive Council of Climatic Actions and Politics at Secretaria Executiva de Mudanças Climáticas (SECLIMA) and of the São Paulo Municipal’s Secretary. He is partner at GO Associados, Professor at FGV, where he coordinates the Infrastructure and Environmental Solutions Study Centre. From 2007 to 2011 he was president of Sabesp – Companhia de Saneamento do Estado de São Paulo. From 1996 to 2000 he was president of CADE. Mr. Gesner Oliveira holds a PhD degree from California University (Berkeley), a Master’s degree from Unicamp and a bachelor’s degree from FEA-USP, in Economics area.

João Pinheiro Nogueira Batista (independent member). Mr. João Pinheiro Nogueira Batista was elected as an effective member of the Company’s Board of Directors on April 16, 2019, and he has been appointed by the shareholder Novonor S.A. - Em Recuperação Judicial. Mr. João Nogueira was reelected on May 29, 2020 and on April 19, 2022. Mr. João Nogueira is currently the CEO of Marisa Lojas S. A. since February, 2023, as well as Board’s President of Vports Autoridade Portuária S.A. Mr. João Pinheiro Nogueira Batista has served for more than 10 years on the Board of Directors of companies in Brazil and abroad. Until January 2022 Mr. João Nogueira was CEO of Evoltz Participações S.A. He is also member at two third sector organizations: Associação Maria Helen Drexel and Instituto de Reciclagem do Adolescente-Recicla. In the Novonor Group, he was an independent member of the Boards of Directors of Odebrecht Engenharia e Construção since June 2017 and of Ocyan since April 2018, in which he remained until January 2019, when he joined the Board of Directors of Novonor S.A. – Em Recuperação Judicial and remained until April 2021. In his broad executive career built in the public and private sectors, he was CEO of Swiss Re, Bertin S.A. and Suzano Petroquímica, as well as held directorships in companies such as Petrobras, Dresdner Bank, Citibank, Radiobras and Siderbras. Mr. João Nogueira Batista holds a degree in economics from PUC - RJ and an MBA in Economic Engineering from Universidade Gama Filho, Rio de Janeiro.

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Juliana Sá Vieira Baiardi. Ms. Juliana Sá Vieira Baiardi was elected as an effective member of the Company’s Board of Diretors on April 19, 2022, and she has been appointed by the shareholder Novonor – Em Recuperação Judicial. Ms. Juliana Baiardi joined Odebrecht Group in August 2011. Ms. Juliana Baiardi acts as member of the Board of Directors of OTP and of Enseada Industrial Naval S.A. - Em Recuperação Judicial. From April 2021 until June 2022, she has been an advisor of Novonor’s CEO and from June 2022 to October 2023, she was Leader of Business-Participations of Novonor. Ms. Juliana Baiardi was Vice-Chairman of the Board of Odebrecht Engenharia e Construção from October, 2019 until June, 2022. Ms. Juliana Baiardi acted as CEO at Atvos from May 2019 to February 2021; CEO of OTP from May 2017 to May 2019; CEO of Odebrecht Ambiental from September 2016 to April 2017; CFO of Odebrecht Ambiental from February 2016 to September 2016; and Director of Logistics of OTP from August 2011 to February 2016. Before joining Odebrecht Group, Ms. Juliana Baiardi worked 10 years at J P Morgan in the Investment Banking Latin America and Private Equity areas. She also worked at Dresdner Bank in Brazil in the Project Finance sector from 1997 to 1999. Ms. Juliana Baiardi holds a degree in Civil Engineering from UFBA Universidade Federal da Bahia and an MBA from Columbia Business School in New York.

Héctor Nuñez. Mr. Héctor Nuñez was elected as an effective member of the Company’s Board of Directors on November 18, 2021, and he has been appointed by the shareholder Novonor. Mr. Héctor Nuñez was reelected on April 19, 2022. Mr. Héctor Nuñez is a senior executive, customer-focused, international business strategist with over 25 years of success managing growth, re-engineering troubled operations and starting up startups throughout the United States and South America. He holds a bachelor and an MBA in Business Administration from Florida International University. He served as CEO of Ri Happy Brinquedos S.A. for 9 years, leading transactions to acquire the largest specialty retailers in Brazil. He also served as CEO of Walmart Stores, Inc. and various leadership positions at The Coca-Cola Company and its group companies. Since March 2022, he holds the position of CEO of Novonor, a company where he also held the position of Chairman of the Board of Directors from April 2021 to March 2022. He acted, from January 2011 to December 2021, as an Independent Board Member of Vulcabrás and; as Chairman of the Board of Directors of Marisa S.A until April 2017. He is also a board member of the NGO Amigos do Bem.

Roberto Faldini. Mr. Roberto Faldini was elected as an effective member of the Company’s Board of Directors on May 22, 2019, and he has been appointed by the shareholder Novonor. Mr. Roberto Faldini was reelected on May 29, 2020 and on April 19, 2022. He is CEO and partner of Faldini Participações Administração e Investimentos Ltda. Besides the Board of Braskem SA, he is currently a member of the Boards of Irani Papel e Embalagens SA, Cia. Habitasul de Participações and Litela S.A. He voluntarily participates as a member of the Board of Trustees of the Dorina Nowill Foundation for the Blind, member of the Board of Trustees of Norberto Odebrecht Foundation and also of the Crespi Prado Foundation, where he is also the CEO, and the Norberto Odebrecht Foundation. He is the director of Fundação Cultural Ema Gordon Klabin. Mr. Roberto Faldini is a professor at the IBGC – Brazilian Institute of Corporate Governance and a guest professor at Fundação Dom Cabral and an arbitrator at CAM - Arbitrage Chamber of the Exchange Market of the B3. Since the 80’s he has participated as a member of the Board of Directors and Advisory Board of several companies in Brazil and abroad, among them BOVESPA, Metal Leve, Maraú, Livrarias Siciliano, CPFL, Inpar, Klicknet, Sadia, BRF, Banco BMG, Vulcabrás and Marfrig. He was a co-founder of IBGC - Brazilian Institute of Corporate Governance in 1995 and is still active in several of its committees. He is an associate member of IBEF - Brazilian Institute of Financial Executives and of FBN - Family Business Network. Mr. Faldini is also an Honorary Board Member of Abrasca - Brazilian Association of the Public Traded Companies. For over 20 years he was an executive officer, shareholder and member of the Board of Directors of Metal Leve S.A., he was Chairman and President of CVM (Brazilian Securities Exchange Comission) in 1992. He was coordinator for 5 years (2002 - 2007) in São Paulo of the Núcleo da Empresa Familiar - PDA, of the Dom Cabral Foundation. He graduated in Business Administration at Fundação Getúlio Vargas (1972) and has specialization in (i) Advanced Management from Fundação Dom Cabral and INSEAD Fontainebleau – France (1991); (ii) Entrepreneurship at Babson College (2004) and (iii) Corporate Governance (IFC and IBGC - 2009, 2011, 2013 and 2016). From 2016 to the present, he continued and continues to participate in several courses and seminars in Brazil and abroad, as well as, events related to Business Strategy, Business Administration, Corporate and Family Governance aiming his continuous learning.

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Charles Lenzi (independent member). Mr. Charles Lenzi was elected as an independent and effective member of the Company’s Board of Directors on April 19, 2022 and holds the position of member of the Statutory Compliance and Audit Committee since April 27, 2022, and he has been appointed by the shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. Charles Lenzi is Executive Chairman of ABRAGEL, since 2018; Independent Member of the Board of Directors and Member of the Audit Committee of AES Brasil, since 2019; and Independent Member of the Board of Directors, Member of the Audit Committee and Member of the People and Sustainability Committee of BEVAP - Bioenergética Vale do Paracatu, since 2020. He was CEO of Eletropaulo, from 2016 to 2018; COO of AES Brasil, CEO of Eletropaulo and CEO of AES Sul from 2016 to 2017; Executive President of ABMGEL from 2010 to 2016; Managing Director of Grupo Stefani, from 2008 to 2010; Vice-President of Distribution AES Brasil, Eletropaulo and AES Sul, from 2006 to 2008; General Director of AES Sul, from 2004 to 2006; Vice-President of Operations of Eletropaulo, from 2002 to 2003; Regional Director of AES EDC - La Eletricidad de Caracas, from 2001 to 2002; President Director of AES CESCO - India, from 2000 to 2001; Business Unit Manager of AES Sul, from 1998 to 1999; General Manager of Gazola S/A from 1988 to 1998; Sales Engineer of lntral S/A from 1982 to 1986. He is an Electrical Engineer from PUCRS, from 1977 to 1981. He holds a Specialization Degree in Industrial Automation from UNICAMP, from 1986 to 1988; MBA in Finance from UCS, from 1996 to 1998; MBA in Strategic Planning and Business Management from FGV, in 1999; Leadership Development Program from Darden Business School, University of Virginia, in 2006; PGA Advanced Management Program, from Dom Cabral INSEAD Foundation, in 2007; Master in Business Administration and Business from PUCRS, in 2015; Board Member Course from IBGC, in 2016; and Global Executive Leadership Retreat, from Georgetown University, in 2017.

Marcelo Klujsza. Mr. Marcelo Klujsza was elected as an effective member of the Company’s Board of Directors on August 24, 2020, and he has been appointed by the shareholder Petróleo Brasileiro – Petrobras. Mr. Marcelo Klujsza was reelected on April 19, 2022 and is a member of its Support Committee - Finance and Investment Committee. Mr. Marcelo Klujsza has served in senior management positions in consulting companies - CEO of Metal Data S.A. and Vice President of Alexander Proudfoot Consultoria - in addition to acting as a consultant through his own company - Metakarp Value Consulting, offering support to the management and board of directors of Odebrecht S.A.companies, especially in the mineral and metallurgical industry segment. He joinedhas also worked in technical, management and senior management positions at Vale, Rio Paracatu Mineração, Rio Tinto Brasil, IBM Brasil and Grupo Solmucci Entretenimento. At Petrobras, he held the Odebrecht Group as general counselposition of Odebrecht S.A. in 1988, and became an executive officer as of May 1997, reporting directlyAssistant to the chief executive officerBoard of Odebrecht S.A.Directors from 06/2015 to 11/2015 and Advisor to the Presidency from 12/2018 to 04/2021. He served as memberheld the position of Chairman of the boardBoard of directorsDirectors of the Leading Companies in all business areas of the Odebrecht Group (currently, 15 different lines of business). Mr. Souza also served as a president of the board of directors of Companhia de Concessões Rodoviárias, or CCR. In his career, he was also a visiting lawyer at the law firm Dechert, Price & Rhoads (Philadelphia), a senior lawyer at the law firm Pinheiro Neto AdvogadosLiquigás Distribuidora S.A. from 1976 through 1982 and a senior counsel of the Latin America and Caribbean Division of the World Bank (Washington, D.C.) from 1982 through 1987. Mr. Souza06/2019 to 12/2020. He holds a law degree in mechanical engineering from Pontifícia Universidade Católica do Rio de Janeiro, or PUC/RJ, and an LL.M. from the University of Pennsylvania. He also attended the High Performance Boards Program of IMD, in Lausanne, Switzerland.

Ernani Filgueiras de Carvalho. Mr. Carvalho was elected Vice Chairman of our board of directors as a nominee of Petrobras in April 2016. With 40 years of market experience, Mr. Carvalho worked at Petrobras for 25 years, where he held various technical and management functions. At the Gabriel Passos Refinery (REGAP) in Betim, Minas Gerais, where he worked for 10 years, he was responsible for the startup of two industrial unit complexes. He coordinated the technology transfer program in the process of hydrotreating of fuels, jointly with the French Oil Institute (IFP—Paris), as well as projects stemming from this program. At the headquarters, also he prepared and coordinated a multi-year investment plan for the company’s refinery area. He also served for four years as Superintendent of Refining and Processing of Natural Gas at the National Petroleum Agency (ANP). Between November 2004 and March 2016, he worked as Executive Manager of Supply, Petrochemicals and Biofuels of the Brazilian Institute of Oil and Gas (IBP). Mr. Carvalho has amaster's degree in chemical engineeringGeosciences/Geology from theUniversidade Federal University ofdo Rio de Janeiro, (UFRJ), a graduate degreespecialization in Oil Processing EngineeringBusiness Administration from Petróleo Brasileiro S/A (Petrobras),Pontifícia Universidade Católica do Rio de Janeiro, a Board Member Development Course from Minas Gerais Industry Federation - FIEMG and has a professional career spanning 35 years.

André Amaro da Silveira (independent member). Mr. André Amaro was elected as an MBA from Fundação Dom Cabral (Minas Gerais) and a graduate degree in Regulationeffective member of the OilCompany’s Board of Directors on January 26, 2023, and Gas Industry fromholds the State Universityposition of Campinas (Unicamp), among others.

João Cox Neto.Mr. Cox was elected to our board of directors as a nominee of Odebrecht S.A. He currently serves as Chairmanmember of the boardStatutory Compliance and Audit Committee since April 27, 2022. He has been appointed by the shareholder Novonor. Mr. André Amaro acted as an alternate member of directorsthe Board of Estácio ParticipaçõesDirectors from 2016 until 2023. He also worked with Novonor Group from 1988 to 2018. In addition to the aforementioned office at the Company, Mr.André Amaro is an effective member of the Board of Directors of Ocyan S.A., working also as coordinator of the Culture, Communication, Personnel and Sustainability Committee and as a member of the boards of directors of Embraer, Linx S.A.,Compliance and Odebrecht TransPort. HeAudit Committee, he is a founding partner and company manager of Cox Investimentos & Consultoria Ltda.. Between 2006 and 2010, Mr. Cox Neto served as chairman, CEO and vice-chairman of Claro. In 2005, he was the vice-chairman of the board of directors of Cellcom. He served as finance and investor relations vice-chairman of Telemig Celular Participações and Tele Norte Celular Participações from April 1999 to August 2004. In addition, Mr. Cox Neto has served as aan effective member of the boardsBoard of directorsDirectors of certain companies in Brazil, Argentina, Hollandthe OTP, and Israel. He servedalso acts as a boardcoordinator of the Personnel and Organization Committee and as member of the CRSFN—National Financial System Resources Council, ABRASCA (Brazilian Association of Publicly Held Companies) fromFinance and IBRI (Brazilian Institute of Investors’ Relations). Mr. Cox Neto holds a bachelor’s degree in economics from Universidade Federal da BahiaInvestment Committee, and master’s degrees in economics from Université du Québec à Montreal and College of Petroleum Studies of Oxford University.

Carla Gouveia Barretto.Ms. Barretto was elected to our board of directors as a nominee of Odebrecht S.A. She has 20 years of experience in the control, planning and human resources department, and, more recently, in the business department. She started her career as an external auditor of PricewaterhouseCoopers in Salvador in 1990. She joined the Odebrecht Group in 1994, and was responsible for planning and human resources at CNO, as controller and then as head of control in the Polyolefins Unit at Braskem. From 2012 to 2015, she was the director of business, responsible for private property investments of Odebrecht Properties. Since then, she has returned to Holding Odebrecht S.A. as director of planning and people. Ms. Barretto holds a degree in business administration from Universidade Salvador (UniFacs) and an MBA from Fundação Dom Cabral in Belo Horizonte.

Luiz de Mendonça. Mr. Mendonça was elected to our board of directors as a nominee of Odebrecht. He is currently the chief executive officer of Odebrecht Agroindustrial (former ETH Bioenergia). Mr. Mendonça joined the Odebrecht Group in 2002 when he started working at Braskem, where he held several positions, such as executive vice president of the polyolefins unit, executive vice president of the basic petrochemicals unit and executive vice president of the polymers unit. He also acted as chief executive officer of Braskem Qpar S.A. In 2011, Mr. Mendonça was appointed chief executive officer of Braskem America and executive vice president of the international unit of Braskem. Before joining Braskem, Mr. Mendonça spent a significant part of his career at Rhodia, in the textile and chemical sectors, where he held several business/operational positions throughout Latin America, France and the United States. Mr. Mendonça holds a bachelor’s degree in production engineering from University of São Paulo and an MBA from Insead-France.

Gesner José de Oliveira Filho. Mr. Oliveira Filho was elected to our board of directors as a nominee of Odebrecht. He is currently a member of the Self-regulation Council of FEBRABAN, member of the board of directors of USIMINAS, member of the Policy Advisory Board of UBER, member of the Advisory Board of CIEE, memberSupermix S.A. He began his career in heavy infrastructure projects and led Odebrecht investments in the concession of public services in Brazil, Argentina and Portugal. During this period, he was also Project Finance and Export Chief Officer at Construtora Norberto Odebrecht, Vice President of Planning and People at Braskem, Vice President of People and Planning at Novonor S.A., President of Odebrecht Properties and of Odebrecht Defesa e Tecnologia and Chairman of the Advisory Board of ECONSERVATION, PartnerDirectors of GO Associados Consultoria Empresarial, Professor of the Planning DepartmentRedram Construtora de Obras S.A. He holds a graduate degree in Civil Engineering from Universidade Federal de Minas Gerais and Economic Analysis Applied to Administration – EAESP / FGV, Coordinator of the Economics Group of Infrastructure & Environmental Solutions of FGV. Between 2006 and 2010,

he was the President of Sabesp – Sanitation Company of the State of São Paulo. He has also acted as Consultant in a project for the World Bank, for institutional analysis of a sanitation company in Dhaka, Bangladesh, 2012. Mr. Oliveira Filho is graduated in Economics from School of Economics and Administration of Universidade de São Paulo – FEA/USP, with a Master’s degree in EconomicsBusiness Administration from the Economics Institute of Universidade Estadual de Campinas (UNICAMP) and Ph.D. in Economics from University of California, Berkeley.IMD.

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Alternate Directors

Marcelo Moses de Oliveira LyrioRodrigo Tiradentes Montecchiari. Mr. LyrioRodrigo Tirandentes Montecchiari was elected to our board of directors as a nominee of Odebrecht. He is the founding partner of Príncipio Assessoria Empresarial. During 12 years, from 2004 to 2016, he was a businessman, partner andco-founder of Signatura Lazard and Managing Director (MD) of Lazard in Brazil. During such period, he worked as assistant for large Brazilian and foreign corporate groups in their local and international investments. Before then, he worked for 14 years, from 1990 to 2004, for ING Bank and ING Barings in several areasan alternate member of the institution,Company’s Board of Directors on April 19, 2022, and the last three years, as its President in Brazil. Mr. Lyrio holds a bachelor’s degree in economics from Pontifícia Universidade Católica—PUC of Rio de Janeiro.

Pedro Oliva Marcilio de Sousa. Mr. Sousa was elected to our board of directors as a nominee of Odebrecht. He is an Executive Officer at Br Partners Group, and from 2012 to 2016 he acted as a Resources Management Office at GR Partners Gestão de Recursos Ltda. In 2011, he acted as a M&A Officer. From 2009 to 2010, he acted as M&A officer at Banco Standard de Investimentos S.A. As of 2013, he has been actingappointed by the shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. Rodrigo Montecchiari is Commercialization Control Operations manager at Petrobras since December 2022 and member of the Fiscal Council of Refinarias de Mucuripe S.A. since November 2020. Additionally, he was Chief Financial Officer (CFO) of PB-LOG since April 2017 until December 2021. He acted as a member of the Audit CommitteeFiscal Council at Companhia BrasileiraCia Petroquímica de Distribuição and BM&F Bovespa S.A – Bolsa De Valores, Mercadorias e Futuros. BetweenPernambuco from April 2013 and 2014, he was a memberuntil June 2017; Cia de Gás do Estado do Mato Grosso do Sul from April 2013 until April 2015; Paraná Xisto S.A. from December 2020 until November 2022; Refinaria de Manaus S.A. from December 2020 until November 2022; Refinaria Mataripe S.A. from December 2020 until November 2021; Alternate Member of the fiscal boardFiscal Council at Logum Logísitica S.A. from May 2018 until April 2021 and at Petros, from April 2013 to March 2018; Corporate Finance at Petrobras, from December 2012 to March 2017; Chief Financial and Administrative Officer at Petrobras Namibia, from March 2012 to November 2012; at Petrobras Angola, from March 2010 until February 2012; at Petrobras Nigeria, from May 2007 until February 2010; and Coordinator of Hypermarcas S.A. Mr. Sousa holds a bachelor’s degree in lawAudit and Joint Ventures at Petrobras, from Faculdade de Direito da Universidade Federal of the State of Bahia.

João Carlos Trigo de Loureiro. Mr. Loureiro was elected to our board of directors as a nominee of Petrobras, Mr. Loureiro has 40 years of professional experience, including more than six years in France, with vast management experience. Since 2015, he has been manager of Shareholdings in Petrochemical and Biofuel Companies at Petrobras. Mr. Loureiro2003 until April 2007. He holds a degree in economics from Universidade Cândido MendesFederal Fluminense, an Executive MBA from Fundação Dom Cabral and an executive MBAa Master's degree in oil and gasCorporate Finance from Coppe – UFRJ.the University of Liverpool.

Fernando Reis Vianna FilhoDaniel Pereira de Albuquerque Ennes. . Mr. ViannaDaniel Pereira de Albuquerque Ennes was elected to our boardas an alternate member of directors as a nomineethe Company’s Board of Directors on May, 29, 2020, and he has been appointed by the shareholder Petróleo Brasileiro S.A. – Petrobras. He is currently the Bank and Structured Finance Manager of Petrobras. He workedwas previously an effective member of the Board of Directors of Liquigás Distribuidora S.A. and Bank Market Coordinator, Domestic Capital Market Coordinator and Export Credit Agency Coordinator of Petrobras. Mr. Daniel Pereira holds a graduate degree in Sistema Petrobras for over 40 years, serving in several management positions until 2007. He is currently retired and does not hold an office in any other publicly held company. Mr.Vianna holdsEconomics from Universidade Federal do Rio de Janeiro (UFRJ), a bachelor’s degree in lawLaw from Universidade Estadual do Estado do Rio de Janeiro (UERJ).

Edson Chil Nobre. Mr. Nobre was elected to our board of directors as and a nominee of Petrobras. Mr. Nobre worked at Petrobras for 35 years. He acquired vast management experience at Petrobras and Petrobras Distribuidora. From 2010 to 2014 he served as Executive Manager of Energy Business at Petrobras Distribuidora and retired in 2014. Mr. Nobre holds aMaster’s degree in chemical engineeringIndustrial Economics from theUniversidade Federal University of Paraná, a law degree from Faculdades IntegradasBennett-Rio de Janeiro, a work safety engineering degree from the State University of Maringá and an executive MBA from COPPEAD-UFRJ in Rio de Janeiro.

Alternate Directors

André Amaro da Silveira.Mr. Silveirawas elected to our board of directors as an alternate member as a nominee of Odebrecht. He has served as a lawyer in the legal department of Odebrecht since 2010. Prior to that, she served as a senior associate attorney at Lefosse Advogados from 2003 to 2010, and as a visiting lawyer at Linklaters LLP. Ms. Silveira holds a bachelor’s degree in law from the Pontifícia Universidade Católica of São Paulo (PUCSP) and a master’s degree from the University of Chicago.

Arão Dias Tisser.Mr. Tisser was elected as alternate member of our board of directors as a nominee of Petrobras. He previously served as member of our board of directors from May 2008 to July 2008, and was first elected as an alternate member of our board of directors in March 2008. Mr. Tisser currently serves as a commercial analyst in Petrobras, worked as management coordinator of holdings in petrochemical and biocombustibles from April 2015 to August 2016, worked as management coordinator of holdings in petrochemical from November 2015 to March 2015, and worked in the commercial Petrobras sector of naphtha and industrial raw materials from February 2001 to October 2004. Mr. Tisser holds a bachelor’s degree in civil engineering from UFRJ, a master’s degree in engineering from the Instituto Alberto Luiz Coimbra dePos-Graduação e Pesquisa de Engenharia (COPPE/UFRJ), an LLM in corporate law from the IBMEC—do Rio de Janeiro and an MBA in business management from FGV - São Paulo.

(UFRJ).

Marcelo Mancini Stella.Guilherme Simões de Abreu. Mr. ManciniGuilherme Simões de Abreu was elected as an alternate member of our boardBraskem’s Board of directors as a nomineeDirectors on May 29, 2020, and he has been appointed by shareholder Novonor. He held the position of OdebrechtResponsible for People, Communication and Organization at Novonor S.A. He has served as, from January 2020 to January 2024. From June 2018 on, he holds the Vice President in chargeposition of marketing Ethanol, Sugar and Energy and for the Logistics, Supply and International Market Development businesses at Odebrecht Agroindustrial since 2010. Previously, he occupied several positions at Braskem from 2002 to 2010, leading the business directories of Polyethylene, Vinyls and Polypropylene. He worked for Pilkington Brasil Ltd. as sales and marketing director of Brazil from 1990 to 2002. Mr. Mancini holds a bachelor’s degree in production engineering from the Polytechnic SchoolExecutive Secretary of the UniversityBoard of Directors of Novonor S.A. - Em Recuperação PauloJudicial From 2013 to March 2017, he was Manager of Novonor, for People and an MBA from the University of São Paulo—FIA. He also participated in the INSEAD Finance Program and the Marketing Program at Cranfield University.Organization matters.

Sergio França Leão.Marco Antonio Zacarias. Mr. França LeãoMarcos Antonio Zacarias was elected as an alternate member of our boardthe Company’s Board of directors as a nomineeDirectors on April 19, 2022. He has been appointed by the shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. Marcos Antonio is the Legal Representant and Operation and Commercialization Manager at Petrobras Colombia Combustíveis S.A. since August 3, 2022, and has been CEO of OdebrechtPetrobras Uruguay S.A. He started, in 2003, to coordinate the support to the sustainability programs at Odebrecht S.A. Since 1992, he coordinates the environmental programs at Odebrecht.de lnversión and of Petrobras Uruguay Servicios y Operaciones S.A, since March 1, 2020 until November 22, 2022. He was the responsible, until 2013, for coordinating the support to the SSTMA programs at Construtora Norberto Odebrecht. He was a professor at UFMG (UniversityCEO of Minas Gerais)Petrobras Uruguay Distribuición S.A. and Misurol S.A., from 198103/01/2020 to 1992,02/05/2021; Director of Petrobras Uruguay S.A. de lnversión, Vice President of Petrobras Uruguay Distribuición S.A., Vice President of Mirusol S.A., and Vice President of Petrobras Uruguay Servicios y Operaciones S.A., from 01/01/2018 to 02/29/2020; Vice President of Distribuidora de Gas Montevideo S.A. and Director of Conecta S.A., from 01/02/2019 until 09/30/2019; General Manager of Company Management and Benefits, from 2016 until 2017, General Manager of Financial Management, in 2016, Executive Manager of Corporate Finance, from 2015 until 2016, General Manager of Financial Management, from 2006 until 2015, Manager of Subsidiary Coordination, from 2005 until 2006, Accounting Manager of International Business, from 2000 until 2005, at Petrobras - Petróleo Brasileiro S.A.; Financial Control Manager, at Petrobras lnternacional S.A. - Braspetro, from 1999 to 2000; and Financial and Administrative Manager, at Petrobras Colombia, from 1995 to 1999. He worked at Amil Assistência Médica lnternacional Ltda., at Cobra Computadores S.A., at Banco Mercantil de São Paulo S.A. and at the SanitaryMinistério da Aeronáutica during his mandatory military service. He graduated in Accountancy from the Universidade do Estado do Rio de Janeiro in 1987. He holds an MBA in Business, Controlling, Auditing and Environmental Engineering department, and Coordinator ofAccounting from Fundação Getúlio Vargas, in 1994; an MBA in Accounting Management from the Master course in the same area. He is a consultant in several environmental control projects in the industry through the Christiano Ottoni Foundation belonging to UFMG. He was president of the State Environmental Foundation of Minas Gerais and member of the State Environmental Politics and the National Environmental Councils from 1989 to 1991. Mr. França Leão has a degree in Civil Engineering with a major in sanitary engineering from UFMG, and a master’s degree and PhD in sanitary and environmental engineering from University of California,São Paulo, in Berkeley - 1981.2005; an Advanced Management Program from INSEAD Business School, Fontainebleau, France, in 2008; and an Advanced International Program in Oil and Gas Financial Management from the University of Texas at Dallas, USA, in 1997.

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Mauro Motta FigueiraLineu Fachin Leonardo. Mr. FigueiraLineu Fachin Leonardo was elected as an alternate member of our boardthe Company's Board of directorsDirectors on April 19, 2022. He has been appointed by the shareholder Petróleo Brasileiro S.A. - Petrobras. Mr. Lineu Fachin has been The Head of Development, Career and Leadership at Petrobras - Petróleo Brasileiro S.A., since September 2020. He has held several leadership positions at Petrobras in the last 10 years, and has also worked at a company controlled by Petrobras in the Human Resources area. Among the managerial experiences at Petrobras, the highlights are the conduction of Career, Succession and Performance, Development, and Organizational Learning topics, in addition to having acted as a nominee of Odebrecht. Mr. Figueira currently serves as the financial planning director of Odebrecht. Previously,International HR manager at Petrobras. At Transpetro (Petrobras Transporte S.A.) he was in charge of Career, Remuneration, Performance, and Labor and Union Relations during his time at the company. Before working for Petrobras, he worked in the education business, having implemented distance learning courses at Universidade Norte do Paraná. He holds a financial analyst at CitibankBachelor's degree in Business Administration from the State University of Londrina (1999-2003), and strategic planning manager at OPP Petroquimica until 2002; senior consultant at management consulting firm A.T. Kearney from 2004 to 2006, marketing controller at Johnson & Johnson from 2006 to 2008 and senior manager at strategic consulting firm Monitor Group from 2008 to 2010. Mr. Figueira holds a degree in production engineeringTourism and Hospitality from the University of São Paulo and has an MBA from the Darden School of Business.

Ticiana Vaz Sampaio Marianetti.Ms. Marianetti was elected as an alternate member of our board of directors as a nominee of Odebrecht S.A. Before holding a position as financial director at Odebrecht S.A., she served as CFO of Odebrecht Ambiental from April 2008 to March 2016. Before that, she held several positions in the engineering and finance departments of the Odebrecht Group. Her previous experience includes working in project finance for Bechtel Enterprises (USA), Alterra Partners (Costa Rica and UK) and Gerens Management Group (Spain)Northern Paraná (1999-2003). Ms. MarianettiHe holds a degreeSpecialization in civil engineeringInternational Relations from the Federal University of Bahia (UFBA) and earned an MBAUniversidade Candido Mendes (2007-2008); Specialization in People Management from the Haas Business School at the University of California in Berkeley.

José de Freitas Mascarenhas.Mr. Mascarenhas was elected as an alternate member of our board of directors as a nominee of Odebrecht S.A.IBMEC (2008-2009). He has been an executive officer of Odebrecht since September 2001 and serves in various capacities with other companies in the Odebrecht Group. He served as vice president of Confederação Nacional das Indústrias from October 1985 to October 2014, and as president of Federação das Indústrias do Estado da Bahia from 1992 to 2002 and April 2010 to March 2014. He also has served as vice president of the Brazilian Association of Chemical Industry and Derivative Products from May 1993 to April 2008. Mr. Magalhães is a member of the board of the Brazilian Competitiveness Council (Movimento Brasil Competitivo) and, in 2014, was elected as a member of the board of the Associação Comercial da Bahia. Since 2015, he has served as chairman of the board of economics of the Federation of Industries of the State of Rio de Janeiro – FIRJAN. Mr. Mascarenhas holds a bachelor’s degreeMaster in civil engineeringAdministration - Business Management, from UFBA.

Helena da Costa Silveira Troper.Ms. Troper was elected as an alternate member of our board of directors as a nominee of Odebrecht S.A. She has worked at the Odebrecht Group since 2010 as an attorney in Odebrecht S.A.’s legal department, a position she holds to this day. Previously, she acted as a senior associate attorney at Lefosse Advogados from 2003 to 2010, having been a visiting attorney at Linklaters LLP in New York. Ms. Troper has a degree from Pontifícia Universidade Católica de São Paulo (PUCSP) and a master’s degree from the University of Chicago.

Paulo Cezar Fernandes da Silva.Mr. Silva was elected to our board of directors as a nominee of Petrobras. Mr. Silva currently serves as senior equipment engineer. From 2015 to 2016 he served as manager of relationship and information in the Petrochemical Business – Relationship with Control Agencies. From 2014 to 2015 he served as planning and control manager, responsible for planning and control of the petrochemical supply department. Previously, he served as manager of evaluation and support to management of Shareholdings, where he was responsible for the corporate governance of ownership interests at the petrochemical supply department, and manager of economic and financial analysis. Mr. Silva holds a degree in industrial mechanical engineering from Centro Federal de EducaçFundação Tecnológica(CEFET-RJ), a graduate degree in public administration from FGV and an executive MBA in finance fromIBMEC-RJ.Getúlio Vargas/RJ (2019-2020). He has also completed specialization programs in management from Fundação Dom Cabralinternational executive training abroad at schools such as INSEAD - Institut Européen d'Administration des Affaires, Center for Creative Leadership, Kellogg School of Management, TIAS Business School and The Innovative Organization from the University of California, Berkeley.Rutgers Business School.

Marcus Vinicius de Oliveira Magalhães.Mr. Magalhães was elected as an alternate member of our board of directors as a nominee of Petrobras. Mr. Magalhães is a senior processing engineer and works as an Industrial Automation coordinator at Petrobras. Mr. Magalhães holds a degree in chemical engineering from the Military Institute of Engineering.

Board of Executive Officers of Braskem

Our board of executive officers is our executive management body. Our executive officers are our legal representatives and are responsible for our internal organization, andday-to-day operations and the implementation of the general policies and guidelines established from time to time by our board of directors.

Ourby-laws require that the board of executive officers consistconsists of a chief executive officer and between three and nine additional members, each responsible for business areas that our board of directors assigns to them. The members of our board of executive officers, other thanand our chief executive officer and, have no formal titles (other than the title of executive officer or “Diretor”)director) but have the informal titles set forth in the table below.

The members of our board of executive officers are elected by our board of directors for a three-year terms unified terms and are eligible for reelection. The current term of all of our executive officers ends at the first board of directors meeting held immediately after our annual shareholders’ meeting to be held in 2018.2024. Our board of directors may remove any executive officer fromfrom office at any time with or without cause. According toCompany’s by-laws do not require the Brazilian Corporation Law, executive officers must be residents of Brazil but need not be shareholdersmembers of our company.board of directors to be a resident in Brazil or become our shareholders. Our board of executive officers holds meetings when called by our chief executive officer.

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The following table lists the current members of our board of executive officers:officers as of the date of this annual report:

Name

Year of First
Appointment

Position Held

Age

Roberto Bischoff2023Chief Executive Officer68
Pedro van Langendonck Teixeira de Freitas2016Chief Financial Officer and Head of Procurement and Institutional Relation48
Edison Terra Filho2017Executive Officer and Head of the Olefins & Polyolefins South America52
Marcelo Arantes de Carvalho2015Executive Officer and Head of People, Communication, Marketing and Sustainable Development55
Marcelo de Oliveira Cerqueira2013Executive Officer and Head of Brazil Manufacturing and Global Industrial Operations58
João Henrique Rittershaussen2023Executive Officer and Head of Investments & Digital Technologies59

 

Name

  Year of
Appointment
  

Position Held

  Age
Fernando Musa  2016  Chief Executive Officer  52
Pedro van Langendonck Teixeira de Freitas  2016  Vice President Executive Officer, Chief Financial Officer and Director of Investor Relations  42
Gustavo Sampaio Valverde  2013  Vice President Executive Officer and General Counsel  43
Edison Terra Filho  2016  Vice President Executive Officer of Polyolefins, Renewable Chemicals, Europe  45
Marcelo Arantes de Carvalho  2015  Vice President Executive Officer of People, Organization and Procurement  49
Marcelo de Oliveira Cerqueira  2013  Vice President Executive Officer of Basic Petrochemicals Unit  52

Summarized below is information regarding the business experience, areas of expertise and principal outside business interests of our current executive officers.officers:

Fernando Musa.Roberto Bischoff. Mr. MusaRoberto Bischoff is currently our chief executive officer.the current Chief Executive Officer of Braskem elected on January 1, 2023. Mr. Bischoff was the business leader of Ocyan S.A from 2019 until 2022. He was, from 2017 to 2019, the global head of business support for HSE, industrial excellence, energy, automation, procurement, projects & processes, and knowledge management at Braskem. From April 20122010 to April 2016, Mr. Musa2017, he was in chargeCEO of our company’s business in the United StatesBraskem Idesa and Europe. Before that, in 2011, Mr. Musahe was planning and business development officer forDirector of Vinyl Business at Braskem, leading the areasfrom 2009 until 2010. He also acted as CEO of strategic planning, procurement and information technology and also in chargeIpiranga Petroquímica S.A., from 2007 to 2008; Director of quantiQ, Braskem’s distributor of chemical products. Mr. Musa joined

Braskem in January 2010 as planning and integration officer at Quattor (at the timeInternational Project Development, from 2006 to 2007; Commercial Director of the acquisition by Braskem), where heBasic Input Unit, from 2005 to 2006; and Director of Raw Materials at Braskem, from 2003 to 2004. He was responsible forChief of Mechanical Maintenance, Maintenance Manager, and Engineering and Procurement Manager (1984 to 1992) and Mechanical Engineer and Chief of Mechanical Maintenance (1979 to 1983) at Poliolefinas S.A. Mr. Bischoff is a Mechanical Engineer, Business Administrator, and Public Administrator, all of them degress from the integration into Braskem, leading the financial, procurement, polymer logistics and SAP project areas. Previously, Mr. Musa held leadership positions at McKinsey, Editora Abril and Monitor Group. Mr. MusaFederal University of Rio Grande do Sul. He also holds a post-graduate degree in mechanical engineeringMaterials Science from the Aeronautic Technological Institute (Instituto Tecnológico da Aeronáutica), or ITA,Federal University of Rio Grande do Sul. He has a specialization in São José dos Campos, Brazil and anMaintenance Engineering (CEMANT) from the agreement Petrobras/UFRGS; MBA from Insead.SDE (now IBMEC) and specialization in Administration from INSEAD, in France.

Pedro Van Langendonck Teixeira de Freitas.Freitas. Mr. Pedro van Langendonck Teixeira de Freitas was elected as the Company’s Financial and Investors Relations Officer on April 01, 2016 and was reelected on May 09, 2018 and on April 14, 2021. He is also currently our chiefresponsible for Procurement and Institutional Relations. In this office, he globally leads the financial, officerinvestors relations, procurement and investor relations officer and previously served in our strategic planning area fromareas, and coordinates the institutional relations in Brazil. In this context, he is responsible for the Company’s financial management, for innovation in the search for efficiency in management processes and for the motivation of a high-performance team. From 2011 to 2016. Prior to this,2016, he was aresponsible of Braskem’s Corporate Strategy, developing the business plan and evaluating investments and M&A opportunities. Previously, he worked in strategy consultant,consulting, having participated in the constructiondefinition of business strategies and mergers and acquisitions projectsM&A strategies in various industries, including petrochemicals, agribusiness, consumer goods and pharmaceuticals. Mr. Pedro Freitas holds aan Industrial Engineering degree in production engineering from the Polytechnic School of the University ofUniversidade de São Paulo USP, and an MBA from Insead.INSEAD.

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Gustavo Sampaio Valverde.Mr. Valverde is currently our vice president of legal, governance and external affairs. He previously served as our vice president of legal and external affairs of Braskem America from 2011 to 2013, legal officer from 2009 to 2011 and seniorin-house counsel to Braskem S.A. (OPP Química S.A.) from 2001 to 2002. Mr. Valverde also served as legal officer at CBPO Ingeniería de Venezuela from 2007 to 2009, seniorin-house counsel at CNO from 2003 to 2007 and as an attorney at Costa, Mello & Cavalcanti Advogados. Mr. Valverde holds a bachelor’s degree in law from Universidade Federal da Bahia, a specialization in tax law and a master’s degree in law from Pontifícia Universidade Católica de São Paulo and an LLM from Columbia University.

Edison Terra Filho. Mr. Edison Terra Filho was elected as a member of the Company’s Executive Management on January 9, 2017, and was reelected on May 9, 2018 and on April 14, 2021 and he is currently our vice president executive officer of polyolefins, renewables and Europe.responsible for the South America Olefinas & Poliolefinas Unit. Mr. Edison Terra joined Braskem in 2002, and has held positionshe worked in severalthe Marketing, Supply Chain and Exportation areas, including marketing, supply chain and export and as leader of Small Enterprisethe Polyethylene Business, Europe and Renewable, and of UNIB and quantiQ. Previously,Before working for Braskem, he served in several positions at Rhodia from 1993 to 2002.worked nine years for Rhodia. Mr. Edison Terra holds a bachelor’sgraduate degree in production engineeringProduction Engineering from Escola Politécnica dathe Polytechnic School of Universidade de São Paulo USP and a master’sMaster’s degree in business administrationBusiness Administration fromEAESP-FGV/SP.

Marcelo Arantes de Carvalho. Mr. Carvalho He has also attended extension courses in Global Leadership in Wharton Business School and in Disruptive Technologies in Singularity University. He is currently our viceexecutive president executiveof INP (Instituto Nacional do Plástico) and officer of people, organization, communication, marketing and sustainable development. He has implemented organizational and human resources training programs, cultural change and leadership development programs and developed and implemented global strategies in the areas of human resources, information technology and procurement. Previously, Mr. Carvalho worked in global companies such as ABB, Unilever, Fiat Chrysler Automotive and Braskem. He has over 28 years of experience in the human resources, information technology and procurement areas in industries such as metallurgy, automation and power technology, telecommunications,automotive, consumer goods and petrochemical/chemical industries. Mr. Carvalho holds a degree in business administration, with specialization in business management, from FundaçFIESP (Federação Dom Cabral and a degree in global leadership from Wharton.das Indústrias do Estado de São Paulo).

Marcelo de Oliveira Cerqueira. Mr. Marcelo de Oliveira Cerqueira has been appointed as a member of the Company’s Executive Management on October 21, 2023 and was reelected on May 6,2015, May 9, 2018, and April 14, 2021 and he is currently the vice presidentExecutive Vice-President of our Basic Petrochemicals Unit.Manufatura Brasil e Operações Industriais Globais. Mr. Cerqueira previously served as headhas more than 35 years of our Vinyls Unit from 2010 until October 2013, as industrial vinyls director from 2009 until 2010 and as production manager of our PVC production unitexperience in the State of Bahia from 2003 until 2008. Previouslychemical and petrochemical industry. He has started his career in 1987acting in industrial plants, and in 1989 he worked at Trikem in various capacities, including production manager of the PVC production unit in the State of Alagoas from 1997 until 2002. Atjoined Companhia Petroquímica Camaçari, which its assets are currently integrated to Braskem. Since then, he worked with the production logistics, health, safetyon Production, Logistics, Health, Safety and the environmentEnvironment – SSMA and procurement engineeringSupplies areas from 1989 until 1996. He began his career at Companhia Alcoolquímica Nacional and COPERBO (now Lanxess), where he worked from 1987 until 1989.held different leadership positions as Production Manager, Industrial Director, Business Director and Vice-President of Business Unit. Mr. Marcelo Cerqueira holds a bachelor’s degree in chemical engineeringChemical Engineering from the University ofUniversidade de Pernambuco and an MBA in Business Management from FGV.FGV, and he has attended the Global Leadership Program at Wharton Business School - University of Pennsylvania.

Marcelo Arantes de Carvalho. Mr. Marcelo Arantes de Carvalho was elected as a member of the Company’s Executive Management on May 6, 2015 and was reelected on May 9, 2018 and April 14, 2021 and he is currently the Responsible Person for People, Communication, Marketing and Press Relation of the Company, with 34 years of professional experience. He has acted in various large-sized companies and in several offices related to Human Resources. He started his career as an intern in Fiat Group in 1988, and then he worked at Celite S.A. from 1989 to 1991, in the Remuneration and Union Relations area. From 1991 to 1998, he worked as Human Resources Manager at Asea Brown Boveri Ltda., and then he joined Unilever to work as Human Resources Development Manager. In 2000 he became Human and Organizational Development Officer of Intelig Telecomunicações. Later, in 2005, he joined Reckitt Benckiser, where he remained until 2008 as Human Resources Officer. Between 2008 and 2010 he was the Human Resources Officer for Latin America at Fiat Group, after which he came to Braskem. Mr. Marcelo Arantes holds a degree in Business Administration from Faculdade de Ciências Gerenciais (UNA) and an Executive MBA from Dom Cabral Foundation (Fundação Dom Cabral), and he has attended the Global Leadership Program at Wharton Business School - University of Pennsylvania.

João Henrique Rittershaussen. Mr. João Henrique Rittershaussen acted as Executive Officer of Production Development at Petróleo Brasileiro S.A. – Petrobras from April 2021 to May 2023. From November 2017 until April 2021, he acted as Executive Manager from Surface, Refining, Gas and Energy also at Petrobras. From May 2016 until November 2017, he occupied the position of General Procurement Manager; from May 2012 until May 2016, he acted as General Manager of Project Implementation; and from October 2010 until May 2012, he acted as General Manager of Supplier Market Development, all the positions at Petrobras, company where he has acted since 1987. Mr. João Henrique is an Electrical Engineer by UFMG and Oil Engineer by Petrobras, he holds an Executive and Advanced MBA in Administration from COPPEAD and an Advanced Management Program from Insead – France.

Board Committees

On November 8, 2023 our board of directors approved a revision of its internal rules, and between 2021 and 2023 also updated the board committees’ internal rules. Under these revised rules, our bylaws and the Braskem shareholders’ agreement, our board of directors has established four permanent committees and has the power to establish ad-hoc committees. Permanent committees must have at least three and no more than five members. Ad-hoc committees may be convened for a limited period to consider temporary issues and are dissolved when their purpose has been achieved or when the term established upon the creation of such committees expires. The number of members of the ad-hoc committees is defined upon the creation of such committees. An English translation of the internal rules of our board of directors and each of its committees is available on our investor relations website at www.braskem-ri.com.br.

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We currently have the following four permanent committees: (1) the Finance and Investment Committee, (2) the People and Organization Committee, (3) the Strategy, Communication and ESG Committee and (4) the Statutory Compliance and Audit Committee. The duties of each permanent committee are established in their respective internal rules, all approved by our board of directors. The members of each permanent committee are appointed by the chairman of the board of directors, solely from among its members and alternate members (except for the Statutory Audit and Compliance Committee as described below), and the committee’s coordinators are appointed by the chairman of the board of directors. The members of the Statutory Compliance and Audit Committee are elected by the board of directors after being appointed by the chairman. Our board of directors does not delegate the power to take actions on behalf of our Company to the permanent committees; rather the role of the permanent committees is to examine certain matters to assist in deliberations under the board of directors’ responsibility, except the Statutory Compliance and Audit Committee which has certain specific duties.

Finance and Investment Committee

Our Finance and Investment Committee meets at least quarterly and has its duties fixed at its Internal Rule, such as: (1) to analyze existing policies relating to financial management, investments dividends, interest on equity and securities trading and guarantees, (2) analyze the constant risks in the Corporate Risk Matrix and the respective mitigation plans related to the topics within its competence, (3) to analyze opportunities related to financing and investment transactions that may improve our capital structure, (4) to analyze guidelines and protocols for our business planning execution cycle. Our Finance and Investment Committee is currently composed of Mr. João Pinheiro Nogueira Batista (coordinator), Mr. Héctor Nuñez, Mr. Marcelo Klujsza, and Mr. Rodrigo Montecchiari.

People and Organization Committee

Our People and Organization Committee conducts work meetings at least six times per year and has the following duties: (1) to evaluate new policies and review existing policies relating to people and organizational matters, (2) to analyze processes relating to identification, training, development and succession of executives for or in strategic positions, (3) to analyze processes relating to the determination of fixed and variable compensation for executives in strategic positions, and (4) to evaluate new policies and review existing policies relating the maintenance and strengthening of our corporate culture. Our People and Organization Committee is currently composed of Mr. Eduardo Leal Ferreira (coordinator), Mr. Guilherme Abreu and Mr. Roberto Faldini.

Strategy, Communication and ESG Committee

Our Strategy, Communication and ESG Committee conducts work meetings at least five times per year and has the following duties: (1) to evaluate determinations relating to the foundation of our business plan, (2) to evaluate the business direction being pursued to achieve objectives defined by our board of directors, (3) to evaluate new policies and review existing policies relating to the capital markets and social responsibility, (4) to evaluate our image projected to and perceived in the market and make recommendations to our board of directors to maintain or to redefine our social communications programs, and (5) to analyze guidelines and protocols for our business planning and execution cycle. Our Strategy, Communication and “ESG” Committee is currently composed of Mr. José Mauro da Cunha (coordinator), Mr. José Luis Vidal, and Ms. Juliana Sá Vieira Baiardi.

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Statutory Compliance and Audit Committee

On July 30, 2021, our shareholders approved, at the Extraordinary General Meeting, the transformation of the Compliance Committee into the Statutory Compliance and Audit Committee, with the consequent amendment of the Bylaws to include this provision.

On November 9, 2021, our board of directors approved the formation of Braskem’s Statutory Compliance and Audit Committee (Comitê de Conformidade e Auditoria Estatutário, the “CCAE”), a permanent advisory body to our board of directors, in compliance with CVM Resolution No. 23/21 and the U.S. Sarbanes-Oxley Act of 2002 (the “SOX”), which allows us to rely on the exemption from the audit committee requirements of the SEC contained in paragraph (c)(3) of Rule 10A-3 under the Securities Exchange Act of 1934, as amended, in accordance with our strategy to follow the best corporate governance practices. See “Item 16D. Exemptions from the Listing Standards for Audit Committees.”

The Statutory Compliance and Audit Committee is a statutory committee which meets monthly and has five members, elected by the Board itself pursuant to the nomination made by the chairman of the Board (observed the specificities about external members highlighted below), being one of the nominees indicated as the coordinator of the Statutory Compliance and Audit Committee. The committee must have in its composition (i) three (3) independent members of the Company's Board of Directors, as defined in the Company's policies; and (ii) two (2) members that are not part of the Board of Directors (external members), which are independent members, pursuant to CVM Resolution No. 23 of 2021, and shall be chosen by said body among those indicated in a list to be submitted by the Chairman of the Board of Directors, prepared by a specialized company, with evidenced experience, provided that the indication of names by the shareholders not being allowed.

The main duties and objectives are to (1) evaluate internal controls, risk exposure and compliance with applicable laws and regulations, (2) monitor investigations related to ethics complaints, (3) analyze and periodically update the Compliance System Policy, the Anticorruption Policy and the Related Party Transactions Policy, (4) opine about the selection and dismissal of the our independent external auditors, (5) monitor the quality and integrity of the quarterly information, interim statements, and financial statements, (6) develop training programs for board members, senior managers and certain employees, and (7) evaluate, prior to the appreciation by the Board of Directors, the appropriateness of transactions subject to the approval of the Board of Directors between the Company and its related parties, as provided for in the Company’s Bylaws and in the Policy of Transactions with Related Parties of the Company, as well as to carry out the monitoring, including the respective evidences, jointly with the Management and the internal audit area. The detailing of the competencies of the Statutory Compliance and Audit Committee can be found in its Internal Rules. Our Statutory Compliance and Audit Committee is currently composed of Mr. Gesner Oliveira (coordinator), Mr. André Amaro, Mr. Charles Lenzi, Mr. José Écio Pereira da Costa Júnior (external member) and Ms. Maria Helena Pettersson (external member).

NYSE rules require that listed companies have an audit committee that (i) is composed of a minimum of three independent directors who are all financially literate, (ii) meets the SEC rules regarding audit committees for listed companies, (iii) has at least one member who has accounting or financial management expertise and (iv) is governed by a written charter addressing the committee’s required purpose and detailing its required responsibilities. However, as a foreign private issuer, we only need to comply with the requirement that our CCAE meet the SEC rules regarding audit committees for listed companies.

The SEC has recognized that, for foreign private issuers, local legislation may delegate some of the functions of the audit committee to other advisory bodies. We have established a CCAE as approved at the board of directors meeting held on November 9, 2021. Our CCAE meets the requirements for the exemption available to foreign private issuers under paragraph (c)(3) of Rule 10A-3 under the Exchange Act. The CCAE is not the equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, it is not required to meet the standards of “independence” established in Rule 10A-3 and is not fully empowered to act on all the matters that are required by Rule 10A-3 to be within the scope of an audit committee’s authority.

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External Members

José Écio Pereira da Costa Junior. Mr. José Écio Pereira da Costa Junior was elected as an effective member of the Company’s Statutory Compliance and Audit Committee on November 9, 2021 and reelected on April 27, 2022 by the Company’s board of directors. He holds a graduate degree in Business Administration and Accounting Sciences. He entered the auditing career in 1974 at Arthur Andersen & Co and was promoted to International Partner in 1986 and later, in June 2002, became a partner at Deloitte Touche Tohmatsu in Brazil, remaining there until May 2007, when he retired. From October 1993 until May 2004 he was the managing partner responsible for the Curitiba office of these auditing and consulting firms. Founding partner of JEPereira Consultoria em Gestão de Negócios S/S, in January 2008, acting with emphasis on consultancies related to: strategic management, consultancy in the preparation of companies and their shareholders to act in the New Capital Market, besides acting as adviser in Audit Committees with the Boards of Public Companies. He was a member of the Board of Directors of GAFISA S.A. from June 2008 to April 2018 and Coordinator of the Audit Committee from June 2008 to April 2016, becoming a member of the fiscal Council from then until April 2018. He also served as a Member of the Statutory Audit Committee of FIBRIA S.A. from April 2013 to March 2018, and was also Chairman of the Fiscal Council from December 2009 to March 2013. He served as Coordinator of the Audit Committee of VOTORANTIM INDUSTRIAL S.A - VID from June 2012 to June 2014 and served as Coordinator of the Audit Committee of VOTORANTIM METAIS S.A (currently NEXA S.A) from June 2014 to December 2017 and for VE VOTORANTIM ENERGIA S.A from June 2017 until February 2022. He served as Member of the Audit Committee of CESP S.A from April 2019 to April 2021. He also served as a member of the Board of Directors of Ouro Verde Locação e Serviço S.A in the period from October 2018 to June 2019. He also served as a member of the Board of Directors of BRMALLS S.A. (shopping center management company registered with the CVM - Novo Mercado) from April 2010 to April 2014. He also served as a member of the Board of Directors of Grupo NOSTER (privately-held company in the area of public transportation in Curitiba, and power generation) from January 2011 to September 2013. He served as Coordinator of the Audit Committee of VOTORANTIM CIMENTOS S.A from October 2013 to April 2023. He also served as a Coordinator of the Audit Committee at CITROSUCO S.A since December 2014. He serves as Coordinator of the Audit Committee since June 2014 at CBA – COMPANHIA BRASILEIRA DE ALUMÍNIO S.A. He also serves as a member of the Audit Committee at Mobly S.A since June 2021. He also serves as a member of the Board of Directors of Princecampos Participações S.A., elected in April 2010 and as Chairman of the Fiscal Council at Demercado Investimentos S.A., elected in November 2020.

Maria Helena Pettersson. Ms. Maria Helena Pettersson was elected as an effective member of the Company’s Statutory Compliance and Audit Committee on November 9, 2021 and reelected on April 27, 2022. Ms. Maria Helena Pettersson has a bachelor's degree in Accounting and Business Administration with several improvement courses in finance, business management, internal controls, business and asset valuation etc. Board member and senior consultant with 40 years of experience in accounting, financial statements, corporate governance, internal and external financial reporting, internal controls, internal policy compliance, compliance with laws and regulations, risk governance and international accounting. She has served as an audit and consulting partner, coordinating services to large multinational companies, large Brazilian business groups, publicly traded companies in Brazil and SEC-listed companies, in various industries, such as media and entertainment, airlines, telecommunications, manufacturing, retail and trade, services, healthcare, among others. She is currently a member of the Advisory Board of CARLAB at Rutgers University, member of the Audit Committee of Tecnisa S.A., member of the Audit Committee of China Three Gorges Brasil Energia S.A. (CTG Brasil), member of the Board of Directors of U&M Mineração e Construção S.A., and member of the Fiscal Council of Confederação Brasileira de Rugby – CBRU and of the Audit Committtee of Associação Umane, both of which are not-for-profit entities. She provides independent consulting services in the areas of corporate governance and compliance for large companies, committee structuring at the Board level, preparation for M&A and IPO due diligence, and professionalization of the management of family-owned companies. She worked for nearly 30 years in independent auditing, led audits of financial statements for local and international purposes, and conducted large and complex consulting engagements, including IPOs, mergers, acquisitions and post-transaction integration, debt restructurings and judicial restructurings. She has experience in the areas of accounting and financial statements, corporate financial reporting, compliance with capital markets laws and regulations, financial planning, business valuation, risk management, internal and external auditing, and masters the Brazilian and international regulatory framework of the auditing profession, in addition to familiarity with global best practices in corporate governance.

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Chief Compliance Officer

Our chief compliance officer, or CCO, has a full-line report directly to the Statutory Compliance and Audit Committee, and dotted-line report to the CEO of the company. Our CCO exercises independent judgment and acts in an impartial manner. Our CCO is responsible for developing a compliance system, assist the CEO in implementing the compliance system and continually monitor developments in this respect. Our CCO is also responsible for global activities involving Internal Audit, Corporate Risk Management, Internal Controls, Compliance and Data Protection.

Everson Bassinello. Mr. Bassinello has served as our Chief Compliance Officer (CCO) since August 2016 and has led our global initiatives related to risk management, internal controls, compliance, data protection and internal audit. He served in leadership positions at Companies of the Votorantim Group, including VCP and Fibria between June 2000 and July 2016. Mr. Bassinello holds a degree in mechanical engineering from Universidade Federal de Itajubá (UNIFEI), a graduate degree in business administration from Fundação Getúlio Vargas (FGV), an MBA degree from the Business School São Paulo (BSP) and a specialization degree in corporate governance from the Kellogg School of Management.

Ethics Committee

Our Ethics Committee supports our Statutory Compliance and Audit Committee with the enforcement of compliance rules and with matters involving the violation of the commitment to ethics, integrity and transparency. Our Ethics Committee is formed by our Chief Compliance Officer, who is also its coordinator, and three additional members: vice-presidents in our Legal, People & Organization and Finance areas. The main objectives of our Ethics Committee are to (1) evaluate the results of internal investigations of ethics complaints, (2) submit to the Statutory Compliance and Audit Committee proposed revisions to the Company’s orientation materials, including the Code of Conduct, and (3) provide guidance on questions of ethical conduct and ensure consistent evaluation and treatment of ethical matters.

Fiscal Council

The Brazilian CorporationCorporate Law requires us to establish a permanent ornon-permanent fiscal council (conselho fiscal).(“conselho fiscal”), with a minimum of 3 and up to 5 members, with alternate members. Ourby-laws provide for a permanent fiscal council composed of up to five members and their respective alternate members. The fiscal council is a separate corporate body, independent of our management and our independent accountants.directors.

The members of our fiscal council and theirs alternate members are elected by our shareholders at the annual general shareholders’ meeting forone-year terms and are eligible for reelection. The terms of the members of our fiscal council expire at the next annual general shareholders’ meeting.meeting, which will be held in 2024. Under the Brazilian CorporationCorporate Law, the fiscal council may not contain members who are members of our board of directors or of our board of executive officers or arebe employees of the Company or of its controlled companies or of companies from the same group, or spouses or relatives, up to third degree of relatives, of any member of our management. To be eligible to serve on our fiscal council, a person must be a resident of Brazil and either be a university graduate or have been an officer or fiscal council member of another Brazilian companyCompany for at least three years prior to election to our fiscal council. Holders of (1) preferred shares without voting rights, or with restricted vote, and(2) non-controlling common shareholders that together hold at least 10.0% of our voting share capital are each entitled to elect, in a separate voting, one member and his or her respective alternate to the fiscal council.

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The responsibilities of a fiscal council are established by the Brazilian CorporationCorporate Law. In accordance with the Brazilian CorporationCorporate Law, our fiscal council has the right and obligation to, among other things:

supervise, through any of its members, the actions of our managers and to verify their fulfillment of their duties;

give an opinion on the annual report of our management, including the supplementary information deemed necessary or useful for deliberation at a general meeting;

at least every three months examine the trial balance sheet and other financial statements periodically prepared by the company;

examine the accounts and financial statements for the financial year and give an opinion on them;

opine on any management proposals to be submitted to a vote of our shareholders related to:

changes in our share capital;

issuances of debentures or rights offerings entitling the holder to subscribe for equity securities;

distributions of dividends; and

transformation of our corporate form and any corporate restructuring, such as takeovers, mergers and spin-offs;

inform our management of any error, fraud or misdemeanor detected and suggest measures we should take in order to protect our primary interests. If our management fails to take the measures required to protect our interests, inform our shareholders at a shareholders’ meeting of these facts; and

call general shareholders’ meetings if management delays the general shareholders’ meeting for more than one month and call special shareholders’ meetings in the event that important matters arise.

As described in “Item 16D. Exemptions From the Listing Standards for Audit Committees,” we are relying on the general exemption from the listing standards relating to audit committees contained in Rule10A-3(c)(3) under the Exchange Act. In order to comply with the requirements of this exemption, our board of directors has delegated to our fiscal council certain additional responsibilities and our fiscal council adopted rules under which our fiscal council has the duties and responsibilities of a U.S. audit committee to the extent permitted under Brazilian corporate law. Because Brazilian corporate law does not permit the board of directors to delegate responsibility for the appointment, retention and compensation of the external auditors and does not provide our board of directors or fiscal council with the authority to resolve disagreements between management and our external auditors regarding financial reporting, our fiscal council cannot fulfill these functions. Our fiscal council may only make recommendations to our board of directors and shareholders with respect to the appointment, retention and compensation of the external auditors, and with regard to resolution of disagreements between management and the external auditors, our fiscal council may only make recommendations to our board of directors and shareholders. Under the rules governing our fiscal council, our fiscal council has the following rights and obligations, among others, in addition to those established by the Brazilian Corporation Law:

to follow and analyze the process of hiring independent auditors, observing applicable Brazilian rules and legislation, and considering the technical expertise, independence, efficiency, experience and costs of the independent auditors, and recommend to our board of directors the selection and remuneration for the work of independent auditors and their possible replacement;

to approve the annual list ofpre-approval services that may be provided in a given year by the independent auditors, as well as ensure that the policy is observed by our management and independent auditors;

to supervise the work of our independent auditors, as well as to discuss the scope of audit services to be performed by them;

to analyze the recommendations report prepared by our independent auditors and the internal control over financial reporting, including items that may impact our financial statements;

to request from our independent auditors, if necessary, any clarification or information that is deemed to be necessary for the verification of specific facts;

to meet with our management and independent auditors, whenever required, for the analysis of adoption of significant accounting policies and practices, including analysis of alternative treatments of policies, practices and disclosures related to material items, giving preferential treatment to the guidelines of our independent auditors;

to intermediate possible discussion and conflicts arising between our independent auditors and our management related to the draft of financial reports, providing, if necessary, opinions regarding such conflicts;

to discuss the content of all material and relevant communication made in writing by our independent auditors to our management which come to its knowledge;

to hire, as appropriate, in accordance with § 8 of Article 163 of the Brazilian Corporation Law, independent experts and advisers, including but not limited to legal counsel, to advise and give opinions on matters related to the performance of its duties;

to meet regularly and privately with the head of internal audit to discuss any issues and/or concerns; and

to receive information and oversee the evaluation process regarding complaints received by us, whether through our confidential, anonymous ethics hotline or otherwise, with respect to our financial statements, internal accounting controls and auditors (whether internal or independent).
·supervise, through any of its members, the actions of our managers and to verify the fulfillment of their duties;
·give an opinion on the annual report of our management, including the supplementary information deemed necessary or useful for deliberation at a general meeting;
·at least every three months examine the trial balance sheet and other financial statements periodically prepared by the company;
·examine the accounts and financial statements for the financial year and give an opinion on them;
·opine on any management proposals to be submitted to a vote of our shareholders related to:
ochanges in our share capital;
oissuances of debentures or rights offerings entitling the holder to subscribe for equity securities;
odistributions of dividends; and
otransformation of our corporate form and any corporate restructuring, such as takeovers, mergers and spin-offs;
·inform our management of any error, fraud or detected and suggest measures we should take in order to protect our primary interests. If our management fails to take the measures required to protect our interests, inform our shareholders at a shareholders’ meeting of these facts;
·call general shareholders’ meetings if management delays the general shareholders’ meeting for more than one month and call special shareholders’ meetings in the event that important matters arise;
·to attend the Board of Directors’ Meetings in which it must give an opinion on the subjects to be resolved upon the council;
·to attend or be represented, by at least one of its members, in the Company’s General Meetings, answering the requests for information made by our Shareholders; and
·to request that the Company’s Management, upon request of any of its members, provide clarifications or information about specific facts, provided that they are related to its supervisory duty, under the law and the Company’s Bylaws.

The following table lists the current members of our fiscal council and their alternates:

council:

Name

Year of
First Appointment

Ismael Campos de Abreu2003
Gilberto Braga2015
Jeferson Gustavo Salerno2023
Paulo Cicero Silva Neto2023
Wilfredo João Vicente Gomes2023

 

Cristiano Gadelha Vidal Campelo

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  2016

Ismael Campos de Abreu

2003

Marcos Antonio Zacarias

2017

Charles René Lebarbenchon

2017

Gilberto Braga

2017

Marcos Galeazzi Rosset (alternate)

2016

Alexandre Antonio Germano Bittencourt (alternate)

2017

Ivan Silva Duarte (alternate)

2016

Cristiane da Rocha Ribeiro de Souza (alternate)

2017

The following is a summary of the business experience, areas of expertise and principal outside business interests of the current members of our fiscal council and their alternates.

Members of Fiscal Council

Cristiano Gadelha Vidal Campelo.Ismael Campos de Abreu. Mr. CampeloIsmael Campos de Abreu was elected a member of our fiscal council as representative of Petrobras in April 2016. Mr. Campelohas been working for 10 years at Petrobras, where since 2012 and has served as external tax relationship manager since 2012, responsible for managing people and processes associated with tax risks of the Petrobras System. Previously, he served as negotiator and institutional interface with the Secretaries of Treasury of States and Municipalities in the South, Southeast and Midwest regions of Brazil, and worked with several associations (IBP, SINDICON, FIRJAN, ABRAGET, etc.) and other bodies such as CONFAZ. Between 2014 and 2015, he served asan effective member of the Audit Board of Companhia Maranhense de Gás (GASMAR).Company’s Fiscal Council on April 29, 2003, and he has been appointed by the shareholder Novonor. Mr. Campelo holds a degree in law and an MBA from Fundação Dom Cabral.

Ismael Campos de Abreu.was reelected on April 19, 2022. Mr. Abreuwas elected a member of our fiscal council as representative of Odebrecht in 2003. He hasIsmael Campos served as director ofan Officer at Kieppe Participações e Administração Ltda. since- Em recuperação judicial from April 2011 and as controller of Odebrecht S.A. betweento May 2017. Between 1995 and March 2011. He2011 he served as managerController of Novonor. He was Manager of the tax consulting division of PricewaterhouseCoopers from 1978 to 1985, as controller of Corrêa Ribeiro S.A. Comércio e Indústria from 1986 to 1988, as manager of the consulting area(1978/1985) and of Arthur Andersen from 1989 to 1991 and as(1989/1991). He was a partner ofat Performance Auditoria e Consultoria from 1992 to 1995. Previously, he served asEmpresarial (1992/1995). He was a member of the fiscal councilBoard of Petroflex Indústria e Comércio S.A. until the saleDirectors of our interest in Petroflex in April 2008. Between March 2006Hospital Cardio Pulmonar and March 2008, he served as member of the fiscal councilFiscal Council of Companhia Petroquímica do Sul.several companies operating in the petrochemical sector. Mr. AbreuIsmael holds a degree in accountingAccounting from Fundação Visconde de Cairú and a graduatepost-graduate degree in economic engineeringEconomic Engineering from the Inter-American Development Center. Mr. Ismael Campos de Abreu does not hold a management position in any third sector organization.

Marcos Antonio Zacarias.Mr. Zacarias was elected as a member of Braskem S.A.’s fiscal council as a representative of Petrobras in April 2017. He has served as general manager of corporate finance management and benefits at Petrobras since December 2016. Previously, he served as general manager of financial administration and corporate finance of Petrobras from 2006 until 2016, international accounting manager from 2000 until 2005, financial control manager of Braspetro from 1999 until 2000 and administrative and finance manager of Petrobras Colombia from 1995 until 1999. Mr. Zacarias holds a degree in accounting from Universidade do Estado do Rio de Janeiro (UERJ), a specialization in auditing and accounting from Fundação Getúlio Vargas (FGV) and a degree in management accounting from Universidade de São Paulo (USP), as well as a Series 20 certification from the Brazilian Financial and Capital Markets Association (ANBIMA)

Charles René Lebarbenchon.Mr. Lebarbenchon was elected a member of Braskem S.A,’s fiscal council as a representative of minority shareholder Geração Futuro L. Par de Fundo de Investimento em Ações in April 2017. He served as a partner at the law firm Advocacia Gasparino, Fabro, Lebarbenchon, Roman, Sachet e Marchiori Sociedade de Advogados, for the past five years, leaving that role to work at the legal executive office of Grupo Brazal—Brasil Alimentos S.A. Previously, he served as director of Brazpeixes S/A in 2015, as a member of the board of directors of AES Eletropaulo S/A from 2014 until 2016, coordinator of the fiscal council of Eternit S/A from 2013 until 2014, member of the fiscal council of SICOOB Advocacia from 2013 until 2015, alternate member of the fiscal council of BIC Banco, alternate member of the board of directors of AES Eletropaulo S/A from 2012 until 2014, member of the advisory board of Instituto de PrevidênciaOABPrev-SC from 2011 until 2012, director of benefits of Instituto de Previdência PrivadaOABPrev-SC from 2009 until 2012, and member of the board of directors of Gaspart S/A from 2009 until 2012. Mr. Lebarbenchon holds a law degree from Universidade do Vale do Itajaí (UNIVALI) and an MBA specializing in tax law from Fundação Getúlio Vargas (FGV).

Gilberto BragaEverson Bassinello. Mr. Braga was elected a member of Braskem S.A.’s fiscal council, in place of Aluízio Rocha, as a representative of Odebrecht Serviços e Participações in August 2017. Mr. Braga is a business consultant with expertise in financial, capital markets, corporate and tax areas, and provides expert advice in judicial proceedings. In addition, Mr. Braga is a member of fiscal, management and audit committees of listed companies and professional associations. He was a member of the Advisory Committee on Accounting Standards for the Investment Funds of the CVM, teaches undergraduate corporate governance courses at Dom Cabral Foundation, IBMEC, PUC and FGV, and is a columnist for the newspaperO Dia. Mr. Braga holds degrees in economics from UCAM Ipanema and accounting from UGF, a graduate degree fromIAG-PUC Rio in financial management and an MBA (Finance and Capital Markets) by IBMEC- Rio.

Alternate Members of Fiscal Council

Ivan Silva Duarte.Mr. Duarte was elected as an alternate member of our fiscal council in 2016. HeBassinello has served as directorour Chief Compliance Officer (CCO) since August 2016 and has led our global initiatives related to risk management, internal controls, compliance, data protection and internal audit. He served in leadership positions at Companies of Kieppe Participações e Administração LTDA since Januarythe Votorantim Group, including VCP and Fibria between June 2000 and July 2016. Previously, he served as manager of KPMG—Auditores Independentes from 1995 to 2001 and senior manager at PricewaterhouseCoopers Auditores Independentes from 2001 until 2008. Between 2008 and 2015, Mr. Duarte was an executive officer at EAO Empreendimentos Agropecuários e Obras S.A, an Odebrecht Group company operating in the Agricultural and Food and Beverage segments. Mr. DuarteBassinello holds a degree in accountingmechanical engineering from the University of Salvador (UNIFACS)Universidade Federal de Itajubá (UNIFEI), an MBA in corporate finances from the Fundação Getúlio Vargas and an MBA in entrepreneurship from Babson College.

Cristiane da Rocha Ribeiro de Souza.Mrs. Souza was elected as an alternate member of Braskem S.A.’s fiscal council as a representative of Odebrecht Serviços e Participações S.A. in April 2017. She has served as the financial planning manager at Odebrecht S.A. since October 2014. Previously, she worked as accounting and fiscal manager at ETH Bioenergia SA from February 2008 until August 2011, as corporate controller at Braskem S.A. from September 2011 until September 2014 and as accounting coordinator at Braskem S.A. from July 2002 until January 2008. Mrs. Souza holds a bachelor’sgraduate degree in accounting from the Foundation Visconde de Cairú -Salvador and an MBA in financebusiness administration from Fundação Getúlio Vargas (FGV)., an MBA degree from the Business School São Paulo (BSP) and a specialization degree in corporate governance from the Kellogg School of Management.

Marcos Galeazzi Rosset.Mr. Rossetwas electedEthics Committee

Our Ethics Committee supports our Statutory Compliance and Audit Committee with the enforcement of compliance rules and with matters involving the violation of the commitment to ethics, integrity and transparency. Our Ethics Committee is formed by our Chief Compliance Officer, who is also its coordinator, and three additional members: vice-presidents in our Legal, People & Organization and Finance areas. The main objectives of our Ethics Committee are to (1) evaluate the results of internal investigations of ethics complaints, (2) submit to the Statutory Compliance and Audit Committee proposed revisions to the Company’s orientation materials, including the Code of Conduct, and (3) provide guidance on questions of ethical conduct and ensure consistent evaluation and treatment of ethical matters.

Fiscal Council

The Brazilian Corporate Law requires us to establish a memberpermanent or non-permanent fiscal council (“conselho fiscal”), with a minimum of 3 and up to 5 members, with alternate members. Our by-laws provide for a permanent fiscal council composed of up to five members and their respective alternate members. The fiscal council is a separate corporate body, independent of our management and our independent directors.

The members of our fiscal council and theirs alternate members are elected by preferredour shareholders at the annual general shareholders’ meeting for one-year terms and are eligible for reelection. The terms of the members of our fiscal council expire at the next annual general shareholders’ meeting, which will be held in April 2016. Mr. Rosset has served as president and CEO of multinational companies for 25 years and as a member of strategic and management boards for Latin America. He currently serves as a member of2024. Under the Brazilian Corporate Law, the fiscal council of Sambatech, director of Magic Bubble, as a member of IBGC and as CEO ofe-all Entertainment. Previously, he served as CEO and senior vice president of The Walt Disney Company Brasil from 2001 to 2011, as managing director and AL of CIC VIDEO International and as manager of Globo Vídeo. Mr. Rosset holds a bachelor’s degree in Sciences, Physics from University Mackenzie and a master’s degree in Accounting and Finance.

Alexandre Antônio Germano Bittencourt.Mr. Bittencourt was elected as an alternate member of Braskem S.A.’s fiscal council as a representative of Petrobras in April 2017. Mr. Bittencourt has served as Sector Manager of International Financial Flow of Petrobras since August 2016, subordinated to the Executive Finance Manager, having acted as foreign cash manager. He is currently the effective member of Transpetro’s Fiscal Council, having already been a member of the Fiscal Council of Gas Brasiliano, an alternate member of the Fiscal Council of COMPERJ and LOGUM. He holds a degree in Economics from UERJ and an MBA in Finance and Capital Markets from FGV and a post-graduate degree in Business Sciences from Universidade Cândido Mendes.

Board Committees

On June 22, 2005, our board of directors approved its internal operating rules. An English translation of the internal operating rules of our board of directors is available on our investor relations website athttp://www.braskem-ri.com.br/home-en. Under these rules, our board of directors has established four permanent committees and has the power to establishad-hoc committees. Permanent committees must have no fewer than three and no more than five members.Ad-hoc committees may be convened for a limited period to consider temporary issues andnot contain members who are dissolved when their purpose has been achieved or when the term established upon the creation of such committees expires. The number of members of thead-hoc committees is defined upon the creation of such committees.

In April 2015, our board of directors approved the constitution of an ad hoc committee to accompany the Investigation surrounding allegations of improper payments made to Petrobras for beneficial terms in connection with certain raw material supply contracts we have with Petrobras. Such ad hoc committee was formed by members independent from our shareholders, and its main objectives are (i) to ensure that the Investigation is carried out independently, thoroughly and in strict compliance with its approved scope, mitigating as much as possible the impact on our operations and (ii) to take all necessary measures to ensure that all required resources are devoted to the Investigation. Our board of directors dissolved the ad hoc committee in August 2016.

In May 2016, our board of directors approved the constitution of a compliance committee, or the Compliance Committee, to monitor internal controls and risk exposure and to supervise the preparation of financial reports, without prejudice to the legal duties designated to our fiscal council.

We currently have the following four permanent committees: (1) the Finance and Investments Committee, (2) the Personnel and Corporate Issues Committee, (3) the Strategy and Communication Committee, and (4) the Compliance Committee. The duties of each permanent committee are established by our board of directors. The members of each permanent committee are appointed by our board of directors, solely from among its members and alternate members, and the board of directors also designates the coordinating of each permanent committee. Our board of directors does not delegate the power to take actions on behalf of our company to the permanent committees; rather the role of the permanent committees is to provide analyses of issues in order to assist the full board of directors in its deliberations.

Finance and Investments Committee

Our Finance and Investments Committee meets quarterly and has the following duties: (1) to evaluate new policies relating to financial management, insurance and guarantees and analyze existing policies, (2) to evaluate new risk management policies and analyze existing policies, (3) to analyze opportunities related to financing and investment transactions that may improve our capital structure, (4) to analyze transactions approved by our board of directors that involve parties related to our company and (5) to analyze guidelines and protocols for our business planning execution cycle. Our Finance and Investments Committee is currently composed of Marcelo Moses de Oliveira Lyrio, Ticiana Marianetti and Fernando Reis Vianna Filho and alternate members Mauro Motta Figueira, Luiz de Mendonça and Marcus Vinicius de Oliveira Magalhães.

Personnel and Corporate Issues Committee

Our Personnel and Corporate Issues Committee meets quarterly and has the following duties: (1) to evaluate new policies and review existing policies relating to personnel matters and organizational issues, (2) to analyze processes relating to identification, training, development and succession of executives for or in strategic positions, (3) to analyze processes relating to the determination of fixed and variable compensation for executives in strategic positions, (4) to analyze issues relating to compliance with our Code of Conduct, and (5) to evaluate new policies and review existing policies relating the maintenance and strengthening of our corporate culture. Our Personnel and Corporate Issues Committee is currently composed of Ernani Filgueiras de Carvalho, André Amaro and Carla Barretto and alternate members Arão Dias Tisser, Marcelo Mancini and Sérgio França Leão.

Strategy and Communication Committee

Our Strategy and Communication Committee meets at least twice a year and has the following duties: (1) to evaluate determinations relating to the foundation of our business plan, (2) to evaluate the business direction being pursued to achieve objectives defined by our board of directors, (3) to evaluate new policies and review existing policies relating to the capital markets and social responsibility, (4) to evaluate the image of our company projected to and perceived in the market and make recommendations to our board of directors to maintain or to redefine our social communications programs, and (5) to analyze guidelines and protocols for our business planning and execution cycle. Our Strategy and Communication Committee is currently composed of Pedro Oliva Marcilio de Sousa, Luiz de Mendonça and João Carlos Trigo de Loureiro and alternate members Marcelo Moses de Oliveira Lyrio, Carla Barretto and Paulo Cezar Fernandes da Silva.

Compliance Committee

In May 2016, our board of directors approved the establishment of the Compliance Committee, which ultimately replaced the ad hoc committee that had been created in April 2015 to monitor the Investigation. The Compliance Committee is formed by independent members of our board of directors or of our board of executive officers or be employees of the Company or of its controlled companies or of companies from the same group, or spouses or relatives, up to third degree of relatives, of any member of our management. To be eligible to serve on our fiscal council, a person must be a resident of Brazil and its main objectives are to (1) evaluate internal controls, risk exposure and compliance with applicable laws and regulations, (2) monitor

investigations related to ethics complaints, (3) approve and periodically update the Policy on Ethics, Compliance and Transparency, which addresses anti-corruption measures and related party transactions, and (4) develop training programs for board members, senior managers and certain employees.

Our chief complianceeither be a university graduate or have been an officer or CCO reports directlyfiscal council member of another Brazilian Company for at least three years prior to election to our fiscal council. Holders of (1) preferred shares without voting rights, or with restricted vote, and (2) non-controlling common shareholders that together hold at least 10.0% of our voting share capital are each entitled to elect, in a separate voting, one member and his or her respective alternate to the chairmanfiscal council.

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The responsibilities of a fiscal council are established by the Compliance Committee,Brazilian Corporate Law. In accordance with the Brazilian Corporate Law, our fiscal council has the right and exercises independent judgment withinobligation to, among other things:

·supervise, through any of its members, the actions of our managers and to verify the fulfillment of their duties;
·give an opinion on the annual report of our management, including the supplementary information deemed necessary or useful for deliberation at a general meeting;
·at least every three months examine the trial balance sheet and other financial statements periodically prepared by the company;
·examine the accounts and financial statements for the financial year and give an opinion on them;
·opine on any management proposals to be submitted to a vote of our shareholders related to:
ochanges in our share capital;
oissuances of debentures or rights offerings entitling the holder to subscribe for equity securities;
odistributions of dividends; and
otransformation of our corporate form and any corporate restructuring, such as takeovers, mergers and spin-offs;
·inform our management of any error, fraud or detected and suggest measures we should take in order to protect our primary interests. If our management fails to take the measures required to protect our interests, inform our shareholders at a shareholders’ meeting of these facts;
·call general shareholders’ meetings if management delays the general shareholders’ meeting for more than one month and call special shareholders’ meetings in the event that important matters arise;
·to attend the Board of Directors’ Meetings in which it must give an opinion on the subjects to be resolved upon the council;
·to attend or be represented, by at least one of its members, in the Company’s General Meetings, answering the requests for information made by our Shareholders; and
·to request that the Company’s Management, upon request of any of its members, provide clarifications or information about specific facts, provided that they are related to its supervisory duty, under the law and the Company’s Bylaws.

The following table lists the current members of our company. Our CCO is responsible for developing a compliance system, assist the CEO in implementing the compliance system and continually monitor developments in this respect.fiscal council:

Name

Year of First Appointment

Ismael Campos de Abreu2003
Gilberto Braga2015
Jeferson Gustavo Salerno2023
Paulo Cicero Silva Neto2023
Wilfredo João Vicente Gomes2023

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The following is a summary of the business experience, areas of expertise and principal outside business interests of the current members of our CCO.fiscal council and their alternates.

Members of Fiscal Council

Ismael Campos de Abreu. Mr. Ismael Campos de Abreu was elected as an effective member of the Company’s Fiscal Council on April 29, 2003, and he has been appointed by the shareholder Novonor. Mr. Ismael Campos was reelected on April 19, 2022. Mr. Ismael Campos served as an Officer at Kieppe Participações e Administração Ltda. - Em recuperação judicial from April 2011 to May 2017. Between 1995 and March 2011 he served as Controller of Novonor. He was Manager of the tax consulting division of PricewaterhouseCoopers (1978/1985) and of Arthur Andersen (1989/1991). He was a partner at Performance Auditoria e Consultoria Empresarial (1992/1995). He was a member of the Board of Directors of Hospital Cardio Pulmonar and member of the Fiscal Council of several companies operating in the petrochemical sector. Mr. Ismael holds a degree in Accounting from Fundação Visconde de Cairú and a post-graduate degree in Economic Engineering from the Inter-American Development Center. Mr. Ismael Campos de Abreu does not hold a management position in any third sector organization.

Everson Bassinello. Mr. Bassinello has served as our CCOChief Compliance Officer (CCO) since August 2016 and has led our global initiatives related to risk management, internal controls, compliance, data protection and internal audit. He served in leadership positions at Companies of the Votorantim Group, including VCP and Fibria between June 2000 and July 2016. Mr. Bassinello holds a degree in mechanical engineering from Universidade Federal de Itajubá (UNIFEI), a graduate degree in business administration from Fundação Getúlio Vargas (FGV), an MBA degree from the Business School São Paulo (BSP) and a specialization degree in corporate governance from the Kellogg School of Management.

Ethics Committee

Our Ethics Committee supports our Statutory Compliance and Audit Committee with the enforcement of compliance rules and with matters involving the violation of the commitment to Ethics, Complianceethics, integrity and Transparency.transparency. Our Ethics Committee is formed by our Chief Compliance Officer, who is also its coordinator, and three additional members (preferablemembers: vice-presidents in our Legal, Human ResourcesPeople & Organization and Finance areas).areas. The main objectives of our Ethics Committee are to (1) evaluate the results of internal investigations of ethics complaints, (2) submit to the Statutory Compliance and Audit Committee proposed revisions to the Policy on Ethics, Compliance and Transparency,Company’s orientation materials, including the Code of Conduct, and (3) provide guidance on questions of ethical conduct and ensure consistent evaluation and treatment of ethical matters.

Fiscal Council

The Brazilian Corporate Law requires us to establish a permanent or non-permanent fiscal council (“conselho fiscal”), with a minimum of 3 and up to 5 members, with alternate members. Our by-laws provide for a permanent fiscal council composed of up to five members and their respective alternate members. The fiscal council is a separate corporate body, independent of our management and our independent directors.

The members of our fiscal council and theirs alternate members are elected by our shareholders at the annual general shareholders’ meeting for one-year terms and are eligible for reelection. The terms of the members of our fiscal council expire at the next annual general shareholders’ meeting, which will be held in 2024. Under the Brazilian Corporate Law, the fiscal council may not contain members who are members of our board of directors or of our board of executive officers or be employees of the Company or of its controlled companies or of companies from the same group, or spouses or relatives, up to third degree of relatives, of any member of our management. To be eligible to serve on our fiscal council, a person must be a resident of Brazil and either be a university graduate or have been an officer or fiscal council member of another Brazilian Company for at least three years prior to election to our fiscal council. Holders of (1) preferred shares without voting rights, or with restricted vote, and (2) non-controlling common shareholders that together hold at least 10.0% of our voting share capital are each entitled to elect, in a separate voting, one member and his or her respective alternate to the fiscal council.

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The responsibilities of a fiscal council are established by the Brazilian Corporate Law. In accordance with the Brazilian Corporate Law, our fiscal council has the right and obligation to, among other things:

·supervise, through any of its members, the actions of our managers and to verify the fulfillment of their duties;
·give an opinion on the annual report of our management, including the supplementary information deemed necessary or useful for deliberation at a general meeting;
·at least every three months examine the trial balance sheet and other financial statements periodically prepared by the company;
·examine the accounts and financial statements for the financial year and give an opinion on them;
·opine on any management proposals to be submitted to a vote of our shareholders related to:
ochanges in our share capital;
oissuances of debentures or rights offerings entitling the holder to subscribe for equity securities;
odistributions of dividends; and
otransformation of our corporate form and any corporate restructuring, such as takeovers, mergers and spin-offs;
·inform our management of any error, fraud or detected and suggest measures we should take in order to protect our primary interests. If our management fails to take the measures required to protect our interests, inform our shareholders at a shareholders’ meeting of these facts;
·call general shareholders’ meetings if management delays the general shareholders’ meeting for more than one month and call special shareholders’ meetings in the event that important matters arise;
·to attend the Board of Directors’ Meetings in which it must give an opinion on the subjects to be resolved upon the council;
·to attend or be represented, by at least one of its members, in the Company’s General Meetings, answering the requests for information made by our Shareholders; and
·to request that the Company’s Management, upon request of any of its members, provide clarifications or information about specific facts, provided that they are related to its supervisory duty, under the law and the Company’s Bylaws.

The following table lists the current members of our fiscal council:

Name

Year of First Appointment

Ismael Campos de Abreu2003
Gilberto Braga2015
Jeferson Gustavo Salerno2023
Paulo Cicero Silva Neto2023
Wilfredo João Vicente Gomes2023

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The following is a summary of the business experience, areas of expertise and principal outside business interests of the current members of our fiscal council and their alternates.

Members of Fiscal Council

Ismael Campos de Abreu. Mr. Ismael Campos de Abreu was elected as an effective member of the Company’s Fiscal Council on April 29, 2003, and he has been appointed by the shareholder Novonor. Mr. Ismael Campos was reelected on April 19, 2022. Mr. Ismael Campos served as an Officer at Kieppe Participações e Administração Ltda. - Em recuperação judicial from April 2011 to May 2017. Between 1995 and March 2011 he served as Controller of Novonor. He was Manager of the tax consulting division of PricewaterhouseCoopers (1978/1985) and of Arthur Andersen (1989/1991). He was a partner at Performance Auditoria e Consultoria Empresarial (1992/1995). He was a member of the Board of Directors of Hospital Cardio Pulmonar and member of the Fiscal Council of several companies operating in the petrochemical sector. Mr. Ismael holds a degree in Accounting from Fundação Visconde de Cairú and a post-graduate degree in Economic Engineering from the Inter-American Development Center. Mr. Ismael Campos de Abreu does not hold a management position in any third sector organization.

Gilberto Braga. Mr. Gilberto Braga was elected as an effective member of the Company’s Fiscal Council on April 9, 2015, and he has been appointed by the shareholder Novonor. Mr. Gilberto Braga was reelected on April 19, 2022. Mr. Gilberto Braga is a business consultant in the areas of finance, capital markets, corporate, tax, forensics and forensic assistance, besides acting as fiscal council, management and audit committee member for publicly held companies and professional associations. He was a member of the CVM's Investment Funds Accounting Standards Advisory Committee, is a university and post-graduation professor of corporate governance at Fundação Dom Cabral, IBMEC, PUC and FGV, a commentator for Radio CBN, Radio Roquete Pinto in Rio de Janeiro and an article writer for the newspaper O Dia. He has a degree in Economics from UCAM Ipanema and Accounting from UGF, a post-graduate degree in Financial Administration from IAG-PUC Rio and a Master’s in Administration (Finance and Capital Markets) from IBMEC-Rio. He is a member of IBGC.

Jeferson Gustavo Salerno. Mr. Jeferson Salerno was elected as an effective member of the Company’s Fiscal Council on April 26, 2023. He was appointed by the shareholder Petróleo Brasileiro S.A. – Petrobras. Mr. Jeferson Salerno started his accounting and tax career in 1987, and holds a degree in accounting sciences, a post-graduation in Controlling and an MBA in Corporate Finance. He has worked in the financial area at Petrobras since 1994, having worked for 17 years in management positions focused on corporate finance. Between 2002 and 2004 he acted as Financial Manager assigned to the subsidiary Refinaria Alberto Pasqualini S.A. – REFAP. He also served as a member of the Fiscal Council at the following companies: Petrobras Negócios Eletrônicos S.A. (2007-2009); Petrobras Distribuidora S.A. (2012-2016); Liquigás Distribuidora S.A. (2016- 2017); Petrobras Transporte S.A. – TRANSPETRO (2017-2019). He is currently Chairman of TRANSPETRO’s Fiscal Council, position he was elected in June 2021.Mr. Salerno does not hold a management position in any third sector organization.

Paulo Cicero Silva Neto. Mr. Paulo Cicero was elected as an effective member of the Company’s Fiscal Council on April 26, 2023. He was appointed by the shareholder Petróleo Brasileiro S.A. – Petrobras. Mr. Paulo Cicero has been a Petrobras employee since 2005, where he has served in several positions, such as: Coordinator of Business Segmentation and Country Corporate Reporting; Accounting Manager of the SP Regional Office; Equity Accounting Manager; Manager of Accounting Standards and Planning; and Manager of Digitalization Optimization of Accounting and Tax Processes. He currently holds the position of Accounting and Tax Manager for E&P Partnerships. He was a member of the Fiscal Council (effective and alternate) in several companies, and his last mandate was in the Companhia Pernambucana de Gás – COPERGÁS, as effective director until July 2022. Mr. Paulo Cicero has 29 years of experience in accounting and tax processes. He has held management and leadership positions for 17 years. He holds a bachelor’s degree in accounting, and an MBA in Accounting Management. Mr. Paulo Cicero does not hold a management position in any third-sector organization.

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Wilfredo João Vicente Gomes. Mr. Wilfredo Gomes was elected as an effective member of the Company’s Fiscal Council on April 26, 2023. He was appointed by the minority shareholders. Since 2003, Mr. Wilfredo has been in command of Multicorp Holding, which brings together the companies OneWG Multicomunicação; Multilíderes – LIDE SC; LIDE Brasil; and Multicompany. Mr. Wilfredo is currently a member of the Fiscal Council at BRADESPAR and a member of the Fiscal Council of Eternit S/A. He has also served as an Independent Director of CELESC (Centrais Elétricas de Santa Catarina) from 2014 to 2015, and of AES Eletropaulo of São Paulo from 2016 to 2017, having been appointed by the minority shareholders led by the Geração LPAR Fund. Mr. Wilfredo Gomes has a degree in Business Administration from Universidade Federal de Santa Catarina and in Finance and Accountability from FEAN- SC, he studied in International School, related to New York University, and holds a specialization in Corporate Governance and in Board of Directors Formation from Fundação Dom Cabral.

Compensation

According to ourby-laws, our shareholders are responsible for establishing the aggregate compensation we pay to the members of our board of directors, our board of executive officers and our fiscal council. Our shareholders determine this aggregate compensation at the general shareholders’ meeting each year. Once aggregate compensation is established, the members of the board of directors are responsible for distributing such aggregate compensation individually to the members of our board of directors, our board of executive officers and our fiscal council in compliance with ourby-laws.

Compensation and Benefits

The aggregate compensation paidpayable by us refers to compensation relating to each fiscal year to all members of our board of directors, board of executive officers and our fiscal council for services in all capacities was R$42.1 million in 2016. Incapacities.

On April 2017,26, 2023, at our annual general and extraordinary shareholders’ meeting, our shareholders (acting inapproved the annual general meeting) establishedpreliminary compensation amount to be payable to the compensation formembers of our board of directors, our board of executive officers and the members of our fiscal council as R$ 47.3 million for the year 2017.2024 in the aggregate amount of up to R$84 million.

The actual aggregate compensation to be paid relating to the fiscal year ended December 31, 2023, however, depends on certain personal and corporate goals and the final approval of our shareholders. The actual aggregate compensation relating to the fiscal year ended December 31, 2023, will be part of the management proposal for the annual shareholders meeting to be held on April 29, 2024.

The aggregate compensation for the years ended December 31, 2023, is expected to be R$42 million, and for the years ended December 31, 2022 and 2021, was R$61 million and R$75 million, respectively.

The members of the board of directors receive a fixed monthly compensation, which is not affected by the numbers of meetings that take place each month. The coordinators and members of the committees, according to the responsibilities and participation in each committee receive differentiates monthly fees.

The members of the fiscal council receive a fixed monthly compensation, which is not affected by the numbers of meetings that take place each month. The alternate members of the board of directors and of the fiscal council do not receive any compensation.

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Our executive officers receive a fixed monthly, an annual variable compensation and the same benefits generally provided to our employees, such as medical (including dental) assistance, private pension plan and meal vouchers.voucher. Members of our board of directors and fiscal council are not entitled to these benefits.

Members of our board of directors, board of executive officers and fiscal council are not parties to contracts providing for benefits upon the termination of employment other than, in the case of executive officers, the benefits described above.

Long-Term Incentive Plan

On September 26, 2005, we adopted a long-term incentive plan. UnderAt an extraordinary general meeting held on March 21, 2018, or the March 21 Meeting (Plans 2018 to 2022) and July 28, 2023 or the July 28 Meeting (Plans 2023 onwards) our shareholders approved the Restricted Share Award Plan, or the Incentive Plan. The Incentive Plan establishes the general terms and conditions for the granting of this plan, we issued investment units, each having an economic value equivalent to the economic value of one class A preferred share of our company, to our executive officers, senior management and other employees involvedcertain restricted shares in our strategic programs, whichCompany to eligible employees.

Eligibility

Persons who are legally employed by us or the plan refers to as our business partners.

The long-term incentive plan was terminatedcompanies controlled by a meeting ofus, including officers and non-officers approved by our board of directors, heldmay participate in the Incentive Plan upon execution of an award agreement (such persons, the “participants”).

Administration

Our board of directors administers the Incentive Plan. Our board of directors has, subject to the general conditions of the Incentive Plan and the yearly programs that may be created, approved and / or cancelled by our board of directors and by the governing bodies of the companies controlled by us, as applicable, in observance of the terms and conditions of the Incentive Plan (such programs, the “Programs”), and the guidelines fixed by the March 21 Meeting, (Plans 2018 to 2022) and July 28 Meeting (Plans 2023 onwards) and to the extent fully permitted by law and under our by-laws, full powers to take all measures required and convenient for management of the Incentive Plan and such Programs, including (i) approving the eligible persons, and authorizing the grant of Restricted Shares on May 7, 2014.such persons’ behalf on the terms and conditions set forth in the corresponding award agreements; (ii) authorizing the disposal or grant of treasury shares to satisfy the delivery of the Restricted Shares under the Incentive Plan, the applicable award agreements and applicable laws and regulations, and (iii) approving objective criteria for the acquisition, by us or companies controlled by us of the Restricted Shares to be delivered to the participants. Our board of directors and the governing bodies of the companies controlled by us, as applicable, may annually approve the grant of Restricted Shares within the scope of each Program, and will determine the eligible persons on whose behalf the Restricted Shares may be granted under the Incentive Plan and such respective Program.

Restricted Shares

The grant of Restricted Shares will be made upon and subject to the execution of award agreements pursuant to the Incentive Plan. Participants may receive shares and/or depositary receipts representing shares issued by us negotiated abroad, representing at most one and a half percent (1.5%) of our entire share capital on the date of the Incentive Plan, subject to adjustment as set forth in the Incentive Plan.

The grant of Restricted Shares is contingent upon the (i) voluntary acquisition by the participants of shares or depositary receipts issued by us (the “Owned Shares”) at the participants’ own expense, from the stock exchanges where such shares are traded within a period of time set out in the applicable award agreements for the acquisition of such Owned Shares and (ii) participants’ continuous employment with us for three years and maintaining uninterrupted ownership of Owned Shares during such time (such three year period, the “Waiting Period”). The minimum investment amount is 10% of the planned gross amount of participants’ short-term income pursuant to our annual profit sharing program, and the maximum investment amount is 20% of such amount.

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The target of the Incentive Plan is to award for each one (1) Owned Share two (2) Restricted Shares. However, our board of directors may define, in an exceptional and justified manner as set forth in the Incentive Plan and pursuant to the terms and conditions of the applicable award agreements, for each Program, a different number of Restricted Shares to be delivered for each Owned Share, in compliance with the minimum of one (1) Restricted Share and the maximum of three (3) Restricted Shares for each one (1) Owned Share, based on an analysis by our board of directors in its sole discretion.

Change of Control

In the event of (i) a Change of Control of our Company (as defined in the Incentive Plan), (ii) a holding of a public offer of closing of our capital (i.e., a “going private” transaction), or (iii) a corporate restructuring that results in a significant decrease of the liquidity of the Restricted Shares, in comparison with the average price and volume traded over the six (6) months prior to the corporate restructuring, the participants will be entitled to receive within sixty (60) days from the occurrence of any of the events set forth in clauses (i) through (iii): (Plans 2018 to 2022) or within thirty (30) days from the occurrence of any of the events set forth in clauses (i) through (iii): (Plans 2023 onwards). (a) all vested Restricted Shares whose rights have vested in the participants, even if the Restricted Shares have not been effectively transferred by us or companies controlled by us; and (b) all unvested Restricted Shares which will become fully vested as a result of automatic vesting acceleration.

Vesting

Under the Incentive Plan, full vesting of the Restricted Shares is contingent upon participants continuously remaining employed by us and maintaining uninterrupted ownership of Owned Shares, in each case, during the Waiting Period.

Termination from the Company

In the event of a termination of a participant for (i) dismissal by us and / or by the companies controlled by us without cause, (ii) removal from the manager position without violation of their duties and responsibilities, or (iii) transfer of the participant to occupy a position in a company in the same group as ours, which is not a participant in the Incentive Plan, the participant will be entitled to receive (a) the vested Restricted Shares, and (b) a pro rata number of unvested Restricted Shares, calculated based on the number of complete months in which such participant worked for us or a company controlled thereby relative to the number of months in the Waiting Period, with the remaining Restricted Shares being automatically terminated on such participant’s termination date, by operation of law, regardless of prior notice or warning, and with no right whatsoever of indemnification to such participant. The delivery of the Restricted Shares to such participant will be made on the original delivery dates (unless delivered earlier in our exclusive direction to the extent permitted under the applicable award agreement). (Plans 2018 to 2022) or thirty (30) days after the termination date for 2023 Plans onwards.

In the event of a termination of a participant (i) upon dismissal for cause or removal from office due to a violation of the duties and responsibilities of a manager, (ii) upon request from such participant (including redundancy / voluntary solicitation or resignation) or (iii) any event of retirement that is not a mutually agreed retirement, such participant will lose any and all rights connected to the Restricted Shares under the Incentive Plan or under any program or award agreement in connection therewith, which will be automatically terminated on the termination date of such participant.

In the event of a termination of a participant by reason of a retirement mutually agreed by such participant and us or companies controlled by us, such participant will be entitled to receive (a) the vested Restricted Shares; and (b) the entirety of the unvested Restricted Shares. The delivery of the Restricted Shares to such participant will be made on the original delivery dates (unless delivered earlier in our exclusive direction to the extent permitted under the applicable award agreement).

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In the event of a termination of a participant due to (i) death or (ii) permanent disability, the legal heirs or successors or the legal representative will be entitled to receive, within sixty (60) days from such event: (a) the vested Restricted Shares of such participant; and (b) all unvested Restricted Shares. (Plans 2018 to 2022) or thirty (30) days for 2023 Plans onwards.

Adjustments of Awards

In the event of change to the number, nature or class of our shares as a result of bonus, splitting, reverse split, or conversion of shares into other nature or class, or conversion of other securities issued by us into shares, our board of directors will assess the need to make adjustments to the Incentive Plan, the applicable and the award agreements in connection therewith, so that the relationship between the parties remains balanced without any material windfall or detriment to the participants.

Amendments and Termination

Our board of directors may propose any amendments to the Incentive Plan and, in case necessary, submit such amendments for approval in an extraordinary general meeting. The Incentive Plan will remain in force until the delivery of the Restricted Shares granted pursuant to award agreements executed in the fifth year of the Plan.

The right to receive the Restricted Shares under the Incentive Plan and applicable program and award agreement in connection therewith will automatically terminate with no right to indemnification, ceasing all effects, if we are wound up, liquidated or adjudicated bankrupt.

Corporate Governance Practices

The significant differences between our corporate governance practices and the standards of the NYSE are described in “Item 16G. Corporate Governance.”

Share Ownership of Directors and Officers

As of September 21, 2017,the date of this annual report, no member of Braskem’s board of directors or executive officer owned more than 0.1% of Braskem’s share capital. All shares owned by our directors and executive officers were purchased at market prices through the BM&FBOVESPA.B3.

Employees

The following table sets forth the number of our employees by geographic location at the datesend of each year indicated.

Number of Employees by Geographic Location

  2016   2015   2014 

State of Bahia

   1,653    1,676    1,763 

State of Rio Grande do Sul

   1,615    1,664    1,732 

State of São Paulo

   1,774    2,053    2,186 

State of Alagoas

   514    521    530 

State of Rio de Janeiro

   415    479    457 

Other Brazilian states

   6    8    2 
  

 

 

   

 

 

   

 

 

 

Brazil

   5,977    6,401    6,670 

United States

   711    680    668 

Germany

   174    175    162 

Mexico

   752    701    588 

Other countries

   43    38    38 
  

 

 

   

 

 

   

 

 

 

Total

   7,657    7,995    8,126 
  

 

 

   

 

 

   

 

 

 

We do not employ a material number of temporary employees.

Number of Employees by Geographic Location

2023

2022

2021

State of Bahia1,6091,6281,611
State of Rio Grande do Sul1,5711,5671,545
State of São Paulo2,1672,2262,114
State of Alagoas661672646
State of Rio de Janeiro409398390
Other Brazilian states

2

2

2

Brazil6,4196,4936,278
United States817831758
Germany178172155
Netherlands191177146
Mexico922959939
Other countries

42

36

36

Total

8,569

8,668

8,312

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Employees in Brazil

In Brazil, both employees and employers have the right to organize into unions. Employees belongingbelong to a specific “professional category” and employers constitutingconstitute a specific “economic category” and they may each be represented by a single union in a particular geographic area. Individual unions generally belong to state-widestatewide union federations, which in turn belong to nationwide union confederations. We are a memberBraskem is part of the Petrochemicals, Chemicals and Synthetic Resins Industries Union of the States of Bahia, Alagoas, Rio de Janeiro, Rio Grande do Sul and São Paulo, and our employees belong toare organized within the Petrochemicals Industries Workers’ Unions in each of these states. As of December 31, 2016, approximately 26.1%2023, 27.1% of our employees in Brazil were union members. We believe that we have

Braskem maintains a good ongoing relationsrelationship with our employees and their unions.the employee union. We have not experienced a strike in Brazil since Trikem was privatized in 1995. TheIn general, our current collective bargaining agreements and conventions establish, with our unions haveone-yeareach trade union, clauses valid for up two years, being able to two year terms and are subject to annual renegotiation. We have traditionally applied the termsnegotiate economic clauses annually. The clauses of bargaining agreements entered intocollective labor instruments signed with the unions equally to unionized andnon-unionized employees.

cover all Members, whether they are union members or not.

Post-Employment Benefits in Brazil

ODEPREVVexty Defined Contribution Plan

The majority of our employees (approximately 67.2%) participate in the OdebrechtVexty Pension Plan ((former Odebrecht Previdência), or ODEPREV.ncia). We pay part of the monthly payments made by our employees to ODEPREV.Vexty. This pension fund is a defined contribution plan that pays pension and retirement amounts that supplement those paid by the Brazilian government’s pension system and isare intended to provide its members with income upon retirement. In 2016, we paid R$41.0 million into this fund.

Petros Copesul Defined Benefit Plan

As a result2023, the number of our merger with Copesul, we becameactive participants in Vexty was 6,004, and the sponsor ofcontributions made by the Petros Copesul plan. On October 2, 2012, PREVIC approved the withdrawal of sponsorship of this plan by Braskem. Since February 2015, we have made payments of individual reserves by Petros. As this pension plan was deficient, in accordance with current Brazilian law in 2012, Braskem had to pay an amount of R$358.6 million in February 2015. In anticipation of this payment, we provisioned an amount of R$336.4 million, recorded under current liabilitiessponsors in the 2014 financial statements. The difference between the amount provisioned and the payment made correspondsyear amounted to interest incurred in 2015.R$59.4 million.

Petros PQU Defined Benefit Plan

With the acquisition of Braskem Qpar in April 2010 (which merged into our company on December 1, 2014), we assumed the liabilities of Petros PQU. On August 6, 2012, PREVIC approved the sponsorship withdrawal process, which had been requested on September 30, 2009. The payment of the reserves to participants was completed in 2015. As a result, the sponsorship withdrawal process could be finalized in 2015. This plan currently has a surplus and consequently no provision has been made.

Other Benefits in Brazil

Our employees in Brazil and their dependents receive medical and dental assistance through a network of accredited doctors.doctors in an insurance company. We pay most of the costs for these services, with a small monthly portion being paid by our employees. A small monthly fee is also charged to our employees according to the use of some medical services (copayment system). In 2016,2023, we spent R$74.5150 million on this assistance.benefit.

Employees in the United States

The employees of Braskem America are not represented by any union, other than employees of Braskem America’sAmerica Neal, West Virginia plant. As of December 31, 2016, approximately 57%2023, 7% of the employees of this plant were represented by the United Steel, Paper & Forestry, Rubber, Manufacturing, Energy Allied-Industrial & Service Workers International Union. The collective bargaining agreement with this union expires inon May 2019.3, 2029.

Post-Employment Benefits in the United States

Braskem America administers a closed defined benefit pension plan that, as of December 31, 2016, had 40plan. In 2023, there were 35 active participants, compared29 employees with deferred benefits along with 98 employees receiving benefits as stated within the current year actuarial report. Due to 42 participants in 2015.the current funding levels of the pension plan, Braskem America made a cash contributionwas not required to contribute to the plan of US$1.1 millionsince 2020 plan year and, as a consequence, there were no additional cash contributions made in 2016. There2023. Additionally, there were no participant contributions in 2016.2023.

We offer a 401(k) savings plan that, as of December 31, 2016, had total assets of US$79.9 million, including US$6.6 million in participant contributions made in 2016.

Other Benefits in the United States

Braskem America offers its employees the ability to participate in a variety of health and welfare benefit plans, including medical, dental vision, life and disability coverage.

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Employees in Germany

Employees of Braskem Europe GmbH in Germany are not represented by any union. However, they are represented by local works councils (Betriebsrat).

Post-Employment Benefits in Germany

Pension Plan Germany

In October 2011, the obligations of Dow under German pension plans were assumed by Braskem Europe as a result of the Dow Polypropylene Acquisition. Acquisition and for that pension plans Braskem has 82 active participants, which have in total 96 active plans, 59 participants with deferred benefits and 25 participants receiving benefits.

In 2013, Braskem EuropeGermany implemented a new defined contribution pension plan.plan (PP2013). As of December 31, 2016, 43the date of our employees were active participants in this new pension plan.annual report, the plan has 62 participants.

Other Benefits in Germany

Braskem EuropeGmbH offers its employees the ability to participate in benefit plans, including pension, life and disability coverage.

Post-Employment Benefits in the Netherlands

Pension plan Netherlands

In the Netherlands, Braskem started a pension plan in 2009 with Delta Lloyd in a defined contribution scheme. In January 2021, Braskem in the Netherlands has a pension plan with Nationale Nederlanden, a pension plan with a defined contribution scheme. Participation is mandatory for locals that reside in NL. As of December 31, 2023, Nationale Nerderlanden plan has 145 participants.

In additional, Braskem BV also has 8 active participants of pension plan from Germany (PP2013).

Other Benefits in the Netherlands

Braskem BV offers its employees the ability to participate in benefit plans, including pension, life and disability coverage, health insurance (by reimbursement).

Employees in Mexico

Post-Employment Benefits in Mexico

Braskem Idesa employees are granted a government retirement benefit plan when they retire or reach retirement age. On December 31, 2016, all 7292023, 922 employees of Braskem Idesa were active participants in this government retirement plan. In 2023, the contributions made by Braskem Idesa in the year amounted to R$5.8 million.

Mexican Labor Law Reform

On April 23, 2021, amendments to the Mexican Federal Labor Law and other Mexican statutes were published in the Official Gazette of the Federation (Diario Oficial de la Federación) (the “Subcontracting Amendments”). The Subcontracting Amendments sets a new general rule that prohibits the subcontracting of employees or personnel; that is, for a company (the “operating company”) to contract or engage another company (the “service company”) to provide or make available employees of the service company for the benefit of the operating company.

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On July 22, 2021, Braskem Idesa undertook an employer replacement (sustitución patronal) permitted by the Subcontracting Amendments, which requires the mere delivery of individual notices to each of the employees by the Braskem Idesa.

Other Benefits in Mexico

Braskem MexicoIdesa offers its employees the ability to participate in benefitother benefits, including saving plans, including a savings plan, food plan,coupons, meals vouchers, canteen, and life insurance and health insurance.

Performance-Based Employee Compensation Plan

We have adopted and applied a personnel management philosophy which emphasizes a performance related pay structure and a decentralized management structure. Employees in each of our business units participate in setting and achieving their business unit’s annual objectives. As a result, employees in those business units that meet or exceed their goals share in our financial performance through performance-based employee compensation plans. During 2016,2023, 2022 and 2021, we recorded an expenseprovisioned the amounts of R$343.1418.0 million, R$421.5 million and R$802.7 million, respectively, related to this program with respect to approximately 7,6579,273 employees and former employees, including our executive officers. The members of our board of directors do not participate in this program.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Major Shareholders

As of September 21, 2017,December 31, 2023, we had outstandinga share capital of R$8,043,2228,043,222,080 equal to 797,257,604797,207,834 total shares (including treasury shares), consisting of 451,668,652 common shares, 345,010,622345,060,392 class A preferred shares and 578,330478,790 class B preferred shares. As of September 21, 2017,December 31, 2023, all of our authorized shares were issued, and outstanding, other than 1,234.75827 class A preferred shares held in treasury. All of our share capital is fully paid. All of our shares are without par value.

Generally, only our common shares have voting rights. Our preferred shares have voting rights only in exceptional circumstances.

As permitted by the Brazilian CorporationCorporate Law, ourby-laws specify that no less than 25% of our adjusted net profitsAdjusted Net Income for each fiscal year must be distributed to shareholders as dividends or interest attributable to shareholders’ equity. Under ourby-laws, our preferred shareholders are entitled to a minimuman annualnon-cumulative preferential dividend, or the Minimum Preferred Dividend, equal to 6% of theirpro ratashare of our capital before dividends may be paid to our common shareholders. Distributions

Pursuant to our by-laws, all of dividendsour shares are entitled to tag along rights equivalent to 100% of the price paid in any year are made:

first,the event of a change of control, subject to certain exceptions set forth in article 12 of our by-laws. Notwithstanding the provisions of our by-laws, pursuant to the holders of preferredBrazilian Corporate Law, our common shares upare entitled to the amounttag along rights equivalent to at least 80% of the Minimum Preferred Dividendprice paid for such year;

then, to the holders of common shares untilin the amount distributedevent of a change of control.

In addition, in respectthe event of each common share is equal toour liquidation and following the amount distributed in respectpayment of each preferred share; and

thereafter, to theall of our outstanding liabilities, holders of our common shares and our class A preferred shares on a pro rata basis.

Our class B preferred shareholders are not entitled to receive their pro rata interest in any additional dividend amounts after theyremaining assets, in accordance with their respective participation in our capital.

Our shareholders have receivedpreemptive rights to subscribe for new shares issued by us, pursuant to the Minimum Preferred Dividend. IfBrazilian Corporate Law, but are not obligated to subscribe for future capital increases. Pursuant to the Minimum Preferred DividendBrazilian Corporate Law, our by-laws provide that the preemptive right may be excluded in the event of an issuance of shares to be sold on a stock exchange or publicly subscribed, except if involving voting shares or securities convertible into voting shares.

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Pursuant to the Brazilian Corporate Law, neither our by-laws nor actions taken at a shareholders’ meeting may deprive a shareholder of: (i) the right to participate in the distribution of net income; (ii) the right to participate equally and proportionally in any residual assets in the event of liquidation of the Company; (iii) preemptive rights in the event of issuance of new shares, convertible debentures or subscription warrants, as per Brazilian Corporate Law, except as described in the preceding paragraph; (iv) the right to hold management accountable in accordance with the provisions of the Brazilian Corporate Law; and (v) the right to withdraw from us in the cases specified in the Brazilian Corporate Law, including merger with another company or consolidation in a transaction in which our Company is not paid for a period of three years, holders of preferred shares will be entitled to full voting rights.the surviving entity.

The following table sets forth information concerning the ownership of our common shares and class A preferred shares as of September 21, 2017February 29, 2024, by each person whom we know to be the owner of more than 5.0% of our common shares and our class A preferred shares, and by all of our directors and executive officers as a group. Our principal shareholders have the same voting rights with respect to each class of our shares that they own as other holders of shares of that class.

   Common Shares  Class A Preferred Shares  Total 
   Number of
Shares
   %  Number of
Shares
   %  Number of
Shares
   % 

Odebrecht(1)

   226,334,623    50.1   79,182,498    23.0   305,517,121    38.3 

Petrobras

   212,426,952    47.0   75,761,739    21.9   287,919,174    36.1 

All directors, fiscal council members, their alternates and executive officers as a group (35 persons)

   0        77,526        77,526      
 

Common Shares

Class A Preferred Shares

Total

 

Number of Shares

%

Number of Shares

%

Number of Shares

%

Novonor226,334,62350.179,182,49822.9305,517,12138.3
Petrobras212,426,95247.075,761,73922.0288,188,69136.1
Other(1)12,907,0772.9190,116,15555.1203,502,02225.5
All directors, fiscal council members, their alternates and executive officers as a group (34 persons)898*501,794*502,692*
       

 

*less

(*)

(1)

Less than 1%

The amounts regarding shares from directors, fiscal council, their alternates and executives officers are also being considered in Other.

(1)Includes 79,182,486 class A preferred shares held by OSP, a wholly-owned subsidiary of Odebrecht.

In April, 2016, BNDES Participações S.A. – BNDESPAR informed us of its divestment of class “A” preferred shares in our capital stock in regular trading sessions at BM&FBOVESPA S.A. As a result, the equity interest held by BNDESPAR was reduced to 4.93% of Braskem’s class “A” preferred capital and 2.13% of Braskem’s total capital.

We currently have no management or employee option plans or management or employee options outstanding.outstanding, we have only the Long-Term Incentive Plan described above. See “Item 6. Directors, Senior Management and Employees—Compensation—Long-Term Incentive Plan.”

On December 15, 2021, our shareholders Novonor and Petrobras sent us a joint communication, which we made public the following day, on December 16, 2021, regarding the progress of discussions for the potential sale of their equity interest in Braskem. In such communication, they informed us that they entered into an agreement on December 15, 2021 formalizing their commitment to take the measures necessary to: (i) sell the class A preferred shares of Braskem that they hold, directly or indirectly, in a secondary public offering; (ii) migrate the listing of our common shares to the Shareholders’ AgreementsNovo Mercado segment of the B3, including necessary corporate governance changes, which are subject to applicable corporate approvals at the appropriate time and the negotiation of a new shareholders’ agreement to conform rights and obligations set forth therein to such amended governance structure; and (iii) sell the remaining common shares that they hold, directly or indirectly, in a subsequent secondary public offering once the migration to the Novo Mercado segment is completed.

On January 14, 2022, we launched an offering of up to 154,886,547 class A preferred shares of Braskem S.A. to be sold by NSP Investimentos S.A. – Em Recuperação Judicial (Under Judicial Reorganization) and Petróleo Brasileiro S.A. – Petrobras, in a global offering that consisted of an international offering outside Brazil and a concurrent public offering in Brazil. On January 27, 2022, the global offering was cancelled. Despite the cancelation of the offering, our shareholders Novonor and Petrobras ratified their interest in resuming the offering in the future and taking all necessary measures to enable the migration of Braskem’s common shares to the Novo Mercado segment of the B3, as disclosed in the material fact notice made public on January 28, 2022.

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On November 3, 2022, we received a correspondence from Novonor, informing that, due to the discussions and analysis currently underway relating to a possible transaction, it may be necessary for Braskem to interact with potential interested parties, for which Novonor asked for our support and for that of our officers. Novonor further informed that, at that moment, there was no exclusivity agreement with any interested party, no binding offer, and no definition or decision on the structure to be adopted or on any alternative related to the disposal process.

On May 8, 2023, we received the information from Novonor that they have received a non-binding proposal from Apollo Management X, L.P. (together with Apollo Global Management, Inc. and its affiliates, as representatives of certain funds under its management) ("Apollo") and ADNOC International Limited - Sole Proprietorship L. L.C. ("ADNOC" and, together with Apollo, the "Prospective Investors") for the indirect acquisition of the interest held by Novonor in the Company, the shares of which are fiduciarily disposed of to the creditor banks. With respect to price, the non-binding proposal received by Novonor establishes R$47.0 per share with the usual adjustments for this type of transaction, which may represent 4% between signing and closing of the transaction. The price per share is divided into: (i) R$20.0 paid in cash; (ii) R$20.0 paid with perpetual debentures issued by the acquiring vehicles, at a rate of 4% per year; and (iii) approximately R$7.0 with deferred payment in the form of a warrant. Novonor further informed that, at that moment, the offer was under evaluation and emphasized that no decision, even if preliminary, has been made with respect to it. Also, the non-binding proposal depends on evaluation and negotiation with Petrobras and its effectiveness is subject to compliance with certain conditions that are usual for this type of transaction, including but not limited to the realization of a due diligence process and approval by the competent bodies of the companies involved.

On June 1, 2023, we requested clarification to Petrobras about news published in the media, regarding Petrobras´s shareholding participation in Braskem. Petrobras confirmed that it had met with executives from the Apollo fund and Adnoc, in which occasion it discussed Petrobras' position in the Brazilian petrochemical sector, which is currently under analysis as part of the preparation of its Strategic Plan 2024-28. Petrobras also reaffirmed that it was not conducting any sale transaction structuring in the private market and that no decision has been made by the Executive Board or the Board of Directors in relation to the process of divesting or increasing its stake in Braskem.

On June 12, 2023, we requested clarification to Novonor due to the Material Fact disclosed by Unipar Carbocloro S.A and the news published in the media regarding Novonor’s equity interest in Braskem. Novonor informed that it had received from Unipar Carbocloro S.A. (“Unipar”), on June 10, 2023, a non-binding proposal for the acquisition of shares of Braskem that represent a controlling stake. With respect to the terms of the proposal, Unipar proposed acquiring 34.366% of the total shares issued by Braskem (ex-treasury), with each share valued at R$36.5; and Novonor S.A remaining with a minority interest, indirectly representing 4% of the total shares issued by Braskem.

On July 10, 2023, we received information from Petrobras that they requested access to Braskem's virtual data room, on the same date, thus starting the due diligence process, according to the rules provided for in the Braskem Shareholders Agreement signed between Petrobras and Novonor S.A., for the possible exercise of tag along or preemptive rights, in the event of sale of shares held by Novonor S.A. - Em Recuperação Judicial in the Company. Petrobras also informed that, at that time, there was no decision by the Executive Board or the Board of Directors regarding the process of divestment or increase of stake in Braskem, this being only a necessary step regarding the tag-along and preemptive rights provided for in the Shareholders' Agreement.

On July 12, 2023, we requested clarification to Novonor due to the news published in the media regarding Novonor´s shareholding participation in Braskem. Novonor informed that it received from J&F Investimentos S.A. (“J&F”), on July 11, 2023, together with the fiduciary creditor institutions (“Financial Creditors”) of the shares of Braskem S.A. directly and indirectly owned by Novonor S.A. - Em Recuperação Judicial, a proposal (“Proposal”) for the acquisition of all credits held by Financial Creditors against their wholly-owned subsidiary, NSP Investimentos S.A. – Under Judicial Recovery (“NSP Inv”) (“Credit Rights”). According to the terms of the proposal, for a period of 120 (one hundred and twenty) days, J&F, may acquire all of the Credit Rights for the amount of R$10.0 billion, subject to the usual conditions in transactions of this nature. Novonor also informed that, at that time, there was no decision, even if preliminary, taken regarding the Proposal.

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On November 8, 2023, we received a correspondence sent by Adnoc International Limited - Sole Partnership L.L.C. (“ADNOC”) to Novonor S.A. - Em Recuperação Judicial and to certain creditors holding the fiduciary lien of Braskem S.A. shares owned by Novonor (“Financial Institutions”), containing a non-binding offer for the acquisition of the interest held by Novonor in the Company. In summary, the proposal contemplated: (i) in consideration of Novonor’s 38.3% equity interest in the Company, the payment of an Equity Value of R$10.5 billion, Novonor retaining an economic equity interest in the Company post Closing up to 3% of the total shares currently issued by Braskem, which implies a value of R$37.29 per share; and (ii) the amount of R$10.5 billion will be delivered by ADNOC directly to the Financial Institutions as follows: (i) 50% cash to be paid by ADNOC on Closing; and (ii) the remaining 50% converted into US dollars, on the closing date of the transaction, and paid as a cash equivalent deferred payment senior to ADNOC’s equity, with a maturity of 7 years, with annual coupons of 7.25% that are paid in-kind until the end of the 3rd year and paid in cash from the 4th year onwards. The proposal is also conditioned, among other customary conditions in transactions of this nature, to (i) satisfactory conclusion by ADNOC of Due Diligence; (ii) investigation of possible additional liabilities arising from the event in Alagoas; (iii) no existence of unaccounted for or unreported material contingent liabilities; (iv) execution of a new shareholders' agreement with Petrobras.

Shareholders’ Agreements

Braskem S.A. Shareholders’ Agreement

Odebrecht, OSP,Novonor; NSP Inv.; Petrobras; and Petrobras andQuímica S.A. – Petroquisa, or Petroquisa, with Braskem S.A. and BRK Investimentos Petroquímicos S.A., or BRK, as intervening parties, entered into thea shareholders’ agreement, or Braskem S.A. Shareholders’ Agreement, effective February 8, 2010, which has a term of 35 years.years, as amended on September 21, 2018 and on December 15, 2021. The Braskem S.A. Shareholders’ Agreement superseded the Shareholders’ Agreementshareholders’ agreement that formerly governed the relationship between Petrobras, Petroquisa, OdebrechtNovonor and NorquisaNordeste Química S.A. regarding our shares.

Under the Braskem S.A. Shareholders’ Agreement, for so long as Petrobras owns a direct or indirect stake in us:

·six members of our board of directors and their alternates shall be designated by Grupo Novonor; and (ii) four members of our board of directors and their alternates shall be designated by Petrobras for so long as Petrobras owns, directly or indirectly, an aggregate of 30% or more of our voting share capital;
·six members of our board of directors and their alternates shall be designated by Grupo Novonor; and (ii) three members of our board of directors and their alternates shall be designated by Petrobras for so long as Petrobras owns, directly or indirectly, an aggregate of 18%, but less than 30%, of our voting share capital;
·two members of our fiscal council and their alternates shall each be designated by Grupo Novonor and Petrobras, one of which will serve as president and be designated by Petrobras, for so long as Petrobras owns, directly or indirectly, an aggregate of 30% or more of our voting share capital; and
·two members of our fiscal council and their alternates shall be designated by Petrobras for so long as they own, directly or indirectly, an aggregate of 18%, but less than 30%, of our voting share capital and for so long as Grupo Novonor has the right to elect more than a majority of the members.
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In any of the right to designate:

fourabovementioned events, for so long as Grupo Novonor owns, directly or indirectly, an aggregate of 50.1% of our voting share capital, the designation of at least the absolute majority of members of our board of directors and their alternates for so long as they own, directly or indirectly, an aggregateshall always be secured.

Under the Braskem S.A. Shareholders’ Agreement, Grupo Novonor is entitled to elect the chairman of 30% or more of our voting share capital;

three members of ourthe board of directors, and their alternates for soPetrobras, as long as they own, directly or indirectly, an aggregateit holds a direct and indirect stake in excess of 18%, but less than 30%, of our voting share capital;

two members of our fiscal council and their alternates, one of which will serve as president, for so long as they own, directly or indirectly, an aggregate of 30% or more of our voting share capital; and

two members of our fiscal council and their alternates for so long as they own, directly or indirectly, an aggregate of 18%, but less than 30%, of our voting share capital, and for so long as Odebrecht has the rightis entitled to elect more than a majority of the members.

For so long as Petrobras has the right to designate three or four members of our board of directors, one of these designees will serve as vice president of our board of directors.

Under the Braskem S.A. Shareholders’ Agreement, OdebrechtGrupo Novonor is entitled to nominate our chief executive officer.officer, and the parties to it shall make the members of the board of directors appointed by them vote to ratify the appointment made by Grupo Novonor. Our chief executive officer must choose our chief financial officer from among three nominees submitted by OdebrechtGrupo Novonor and the executive officer responsible for our investment and portfolio area from among three nominees submitted by Petrobras.Petrobras, whereas Grupo Novonor and Petrobras shall cause the members of the board of directors appointed by them to vote so as to ratify the choices made by the chief executive officer. Our chief executive officer has the power to nominate the other members of our board of executive officers. After being submitted to the People and Organization Committee for review and after these nominations, the officers will be elected at a board of directors’ meeting.

Under the Braskem S.A. Shareholders’ Agreement, Odebrechtthe simple majority of the members of the board of directors has the sole power to approve theour business plan of our company.plan. However, for so long as Petrobras owns, directly or indirectly, an aggregate of less than 30% and more than 18% of our voting share capital, we are prohibited from taking certain strategic actions unless a consensus regarding those actions is reached between OdebrechtGrupo Novonor and Petrobras, including, among others:

actions affecting our share capitalization or the rights of holders of our shares;

mergers, spin-offs or similar transactions;

investments and purchases ofnon-current assets with a value in excess of 30% of ournon-current assets;

dispositions ofnon-current assets with a value in excess of 10% of ournon-current assets;

creation of liens on ournon-current assets with a value in excess of the lesser of R$350 million and 20% of ournon-current assets; and

actions that would result in our violating specified net debt to EBITDA and EBITDA to total interest ratios.

·actions affecting our share capitalization or the rights of holders of our shares;
·mergers, spin-offs or similar transactions;
·investments and purchases of non-current assets with a value in excess of 30% of our non-current assets;
·dispositions of non-current assets with a value in excess of 10% of our non-current assets;
·creation of liens on our non-current assets with a value in excess of the lesser of R$350 million and 20% of our non-current assets; and
·actions that would result in our violating specified financial covenants.

Under the Braskem S.A. Shareholders’ Agreement, we have agreed that investments that we make to increase our capacity in petrochemical inputs, resins and other products must be supported by an evaluation demonstrating profitability under standards such as net present value or internal rate of return. PetrobrasEach of the parties to it has granted a right of first refusal to our companyus with respect to the development of any petrochemical project that Petrobras proposessuch parties propose to pursue. In the event that we decide not to participate in any such proposed project, Petrobraseach of such parties has agreed that we will have the right to market the products produced by the proposed project on conditions satisfactory to us and Petrobras.such parties.

On December 15, 2021, Novonor, NSP Inv. and Petrobras entered into a second amendment to the Braskem S.A. Shareholders’ Agreement and agreed that, if Braskem’s migration to the Novo Mercado segment of the B3 is not implemented, the rights and obligations provided for in the Braskem S.A. Shareholders’ Agreement related to the right of first refusal granted to us with respect to the development of any petrochemical project shall lapse by October 31, 2024. Under the Braskem S.A. Shareholders’ Agreement, Petrobraseach party to it has the right to sell a pro rata portion of theirits common shares of our companyus in connection with any direct or indirect sale of our common shares by the Odebrecht Groupother party to a third party.

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Under the Braskem S.A. Shareholders’ Agreement, each of the parties to it has agreed:

subject to certain exceptions, not to grant any liens on any of its Braskem shares; to grant a right of first refusal and tag along rights to the other parties to the Braskem S.A. Shareholders’ Agreement with respect to any sale of its Braskem shares;

in the event that a party’s interest in our voting share capital is diluted in a transaction involving one or more of the other parties to the Braskem S.A. Shareholders’ Agreement, the diluted party will have the right to purchase shares of Braskem from the diluting parties in an amount that would, after giving effect to such purchase, result in the diluted party holding the same percentage interest in our voting share capital that it held immediately prior to the dilution event; and

in the event that any party acquires or receives a right to acquire common shares of Braskem from a third party, to offer to sell to the other parties to the Braskem S.A. Shareholders’ Agreement an amount of common shares of Braskem that would, after giving effect to such sale, result in each of the parties to the Braskem S.A. Shareholders’ Agreement holding the same direct and/or indirect proportion of the common shares of Braskem that the parties held prior to the acquisition of common shares of Braskem from the third party.

In 2016, OSP entered into agreements with certain financial institutions, through which OSP granted all shares issued by Braskem and held thereby in guarantee.

On July 18, 2017, our shareholders, Petrobras and Odebrecht, have entered into negotiations to revise the terms and conditions of the Braskem S.A. Shareholders’ Agreement to improve our corporate governance and the ownership relationship among the parties, with the goal of creating value for all our shareholders.

Termination of BNDESPAR Shareholders’ Agreement

In February 2016, we received a letter from BNDESPAR informing us of its sale of preferred shares of our capital stock on the BM&FBOVESPA. As a result of these sales, BNDESPAR held preferred shares and total share capital of 6.61% and 2.86%, respectively. The shareholders’ agreement to which BNDESPAR was a party automatically terminated as a result of BNDESPAR holding less than 5.0% of our total share capital.

·subject to certain exceptions, not to grant any liens on any of its Braskem shares held by each of them; to grant a right of first refusal and tag along rights to the other parties to the Braskem S.A. Shareholders’ Agreement with respect to any sale of its Braskem shares;
·in the event that a party’s interest in our voting share capital is diluted in a transaction involving one or more of the other parties to the Braskem S.A. Shareholders’ Agreement, the diluted party will have the right, but not the obligation, to purchase shares of Braskem from the diluting parties in an amount that would, after giving effect to such purchase, result in the diluted party holding the same percentage interest in our voting share capital that it held immediately prior to the dilution event; and
·in the event that any party acquires or receives a right to acquire common shares of Braskem from a third party, to offer to sell to the other parties to the Braskem S.A. Shareholders’ Agreement an amount of common shares of Braskem that would, after giving effect to such sale, result in each of such parties to the Braskem S.A. Shareholders’ Agreement holding the same direct and/or indirect proportion of the common shares of Braskem that such parties held prior to the acquisition of common shares of Braskem from the third party.

Related Party Transactions

The following summarizesAs provided for in our bylaws, our board of directors has the materialexclusive power to decide on any contract with related parties that exceeds the amount of R$20 million per transaction or R$60 million in the aggregate, per fiscal year. This is valid for contracts between Braskem and its subsidiaries and: (i) direct or indirect subsidiaries of Braskem in whose capital an interest is held by the controlling shareholder, by any direct or any of their indirect subsidiaries or by key personnel of such entities; (ii) affiliates of Braskem and subsidiaries of such entities; and (iii) joint ventures in which Braskem participates and any of their subsidiaries.

Prior to the appreciation by the board of directors, our Statutory Compliance and Audit Committee is responsible to assess the appropriateness of transactions subject to the approval of the board of directors between the Company and its related parties.

Pursuant to the Brazilian Corporate Law, officers and directors are prohibited from: (i) entering into any transaction using the company’s assets and in its detriment; (ii) intervening in any operations in which these officers and directors have a conflict of interest with the company or in resolutions in which they participate; and (iii) receiving, based on their position, any type of personal advantage from third parties, directly or indirectly, without first obtaining an authorization pursuant to our bylaws or at a shareholders’ meeting.

As part of our controls to identify related parties, we require key personnel to annually inform whether they, or their close relatives, hold full or shared control of any company.

Under the Brazilian Corporate Law, each of our directors, their alternates and our executive officers cannot vote on any matter in which they have a conflict of interest and such transactions can only be approved on reasonable and fair terms and conditions that weare no more favorable than the terms and conditions prevailing in the market or offered by third parties. In addition, pursuant to our Policy on Ethics, Compliance and Transparency none of our shareholders or any other individual with authority over our activities may participate in the negotiation and decision-making process of a transaction in which they have engaged in with our principal shareholders and their affiliates since January 1, 2016.a conflict of interest.

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We have engaged in extensive transactions with our principal shareholders and their affiliates and we expect to continue to do so in the future. We also have commercial relationships with some of our affiliates and, as a result, record trade accounts receivable and current and long-term liabilities mainly from purchases and sales of goods and services at prices and on terms equivalent to the average terms and prices of transactions that we enter into with third parties. In addition, we have entered into financial and other transactions with our principal shareholders and their affiliates, including, among others, as a party to three shareholders’ agreements or memoranda of understandingsunderstanding with shareholders of our company.shareholders. See “—Major Shareholders—Shreholders—Shareholders’ Agreements.”

The following summarizes the material transactions that we have entered into with our principal shareholders and their affiliates since January 1, 2021.

Under the Brazilian Corporation Law, each of our directors, their alternates and our executive officers cannot vote on any matter in which they have a conflict of interest and such transactions can only be approved on reasonable and fair terms and conditions that are no more favorable than the terms and conditions prevailing in the market or offered by third parties. However, if one of our directors is absent from a meeting of our board of directors, that director’s alternate may vote even if that director has a conflict of interest, unless the alternate director shares that conflict of interest or has another conflict of interest. In addition, pursuant to our Policy on Ethics, Compliance and Transparency none of our shareholders or any other individual with authority over our activities may participate in the negotiation and decision-making process of a transaction in which they have a conflict of interest.

The Novonor Group (formerly called Odebrecht GroupGroup)

Alliance AgreementIndustrial Maintenance, Operation and Loads Machines Maintenance Services

In May 2014, weFebruary 2022, the Company entered into an Alliance Agreementelectromechanical assembly service agreement to expand the production capacity of the Ethylene-Ethanol Unit located in Trunfio, Rio Grande do Sul with CNO under which we have appointed CNO as anon-exclusive providerTenenge, with respectduration from February 9, 2022 to maintenance services and efficiency enhancement projects at each of our plants. This agreement was unanimously approved by our board of directors. The services are contracted through Specific Activity Agreements (Termo de Atividade Específica), or TAE, which are signed for each specific service or project.July 31, 2023. The amount of each TAE includes all costs to be incurred with the performance of the services to be rendered by CNO, including any costs with third parties that may be contracted to provide materials and services, as well as CNO’s compensation. CNO’s compensation for the execution of the TAE’s under the Alliance Agreement is capped at R$121 million, calculated as a percentage of the value of the agreement subject to bonuses and discounts in accordance with certain metrics.

The aggregate amount of services we purchased under these Alliance Agreements was R$44.4 million in 2014, R$123.8 million in 2015 and R$117.6 million in 2016.

Sublease

In August 2013, we entered in a R$226 million sublease agreement with CNO and Abiatar SPE Empreendimentos Imobiliários (as intervening party) for the floors in the building where the offices of Braskem are located in São Paulo. In January 2014, this contract was updated by IPCA/IBGE in a new amount of R$239 million. This agreement expires on December 31, 2028.

Alliance EPC Contract

In September 2012, we entered into an Alliance EPC contract with Ethylene XXI Contractors, S.A.P.I. de C.V. and Etileno XXI Services B.V., as contractors, and for the construction of the Mexico Complex. Each contractor consists of a joint venture among Odebrecht Industrial Engineering B.V., ICA Fluor Petroquímica, S.A. de C.V. and Technip Italy S.p.A. Payments under the EPC contract are made on a “cost-plus” basis, in which Braskem Idesa reimburses costs of the contractors and pays a profit margin. Payments of costs are made prior to the beginning of each month based on an estimate of costs expected to be incurred during that month and are reconciled with costs actually incurred in the following month, and payments of the profit margin are made based on the achievement of milestones defined under the contract. Any cost overrun will be borne equally between Braskem Idesa and the contractors and any cost savings will be shared equally by Braskem Idesa and the contractors, in each case up to a maximum amount as calculated pursuant to the EPC contract. The aggregate amount of services we purchased under these Alliance Agreement was R$ 3,785.8205 million.

Industrial Water Supply

In September 2009, our former subsidiaries Quattor Petroquímica S.A. and Quattor Participações S.A. (which merged with and into Braskem on December 1, 2014) entered into an agreement for the supply of industrial water with Aquapolo Ambiental S.A., as amended in June 2010 and August 2011. The agreement expires in October 2053 and has an estimated value of R$3.3billion.

Petrobras

Acquisition of Cetrel

In October 2012, we entered into an agreement with Cetrel for the purchase of 4 million cubic meters per year of recycled water by sites located in the Industrial Pole of Camaçari. The agreement expires in April 2028 and has a total value of R$120.0 million. In July 2016, we entered into a services agreement with Cetrel under which we appointed Cetrel as an exclusive service provider for the treatment of liquid effluents produced in our industrial units located at the Camaçari petrochemical complex. The agreement has a cap of R$77 million and expires in December 2019. The aggregate amount of services we purchased under this agreement in 2016 was R$6.0 million. In March 2013, we entered into an agreement for the supply of industrial water with Distribuidora de Águas de Camaçari S.A, incorporated by Cetrel, a subsidiary of Odebrecht. This agreement expires in March 2043, and has an estimated total value of R$2,160.0 million.

In December 2012, we sold all of our shares of Braskem Distribuidora, which owned our water treatment unit, and Cetrel, to Odebrecht Ambiental, a subsidiary of Odebrecht, for an aggregate principal amount of R$652 million, to be adjusted pursuant to the net cash position on December 28, 2012. The sale was for: (1) all of our shares in Braskem Distribuidora, equivalent to 100% of the total and voting capital of Braskem Distribuidora, which owned the assets related to the water treatment unit located at the Camaçari petrochemical complex (owned by Braskem Distribuidora), which is responsible for producing demineralized, clear and drinkable water, as well as for managing the fire water reservoir, and (2) all our shares in Cetrel, equivalent to 54.2% of the total and voting capital of Cetrel, which is responsible, among other things, for the treatment and final disposal of industrial effluents and waste, as well as for environmentally monitoring the Camaçari petrochemical complex.

On January 27, 2017, our board of directors authorized the execution of a purchase agreement with Odebrecht Utilities S.A., through which Braskem undertook to purchase all shares held by the seller in Cetrel S.A., which represent 63.7% of its voting capital, for the aggregate amount of R$610 million, to be paid upon the consummation of the transaction. The consummation of the acquisition is subject to shareholder approval, in accordance with Article 256 of Brazilian Corporation Law, and to the conditions precedent that are customary for transactions of this kind. The shareholder’s meeting will be held on September 29, 2017.

Acquisition of Capital Stock of Odebrecht Comercializadora de Energia.

In July 2013, we acquired 2,000 shares, or 20%, of the capital stock of Odebrecht Comercializadora de Energia. See “Item 4—Information on the Company—Acquisition of Interest in Odebrecht Comercializadora de Energia S.A.”

Sale of Distribuidora de Água Triunfo S.A.

On December 31, 2013, we entered into a share purchase agreement for the sale of all of our shares of Distribuidora de Água Triunfo S.A., or DAT, which represented all of its outstanding shares, for an aggregate principal amount of R$315.0 million. See “Item 4—Information on the Company—Sale of Southern Complex Water Treatment Assets.”

Supply Agreement for Hydrous Ethanol

On March 1, 2016, we entered into an agreement with Usina Conquista do Pontal S.A. (UCP), Agro Energy Santa Luzia S.A. (USL) and Odebrecht Agroindustrial Participações S.A. (ODB Agro Par), to guarantee the continuous supply of hydrous ethanol to our company, with technical flexibilities and differentiated commercial conditions, by way of an advance updated by market interest rates and guaranteed by Odebrecht S.A. The parties are indirectly controlled by Odebrecht S.A. and the price of hydrous ethanol is based on the monthly index ESALQ (index published by Escola Superior de Agricultura Luiz de Queiroz) Hydrous Fuel—São Paulo R$ / liter of the reference month and with a discount. This agreement expires in April 2018.

The aggregate amount of services we purchased from the Odebrecht Group and its subsidiaries of R$1,564.1 million in 2016 and sold products to Odebrecht and its subsidiaries in an aggregate amount of R$49.1 million in 2016. We had accounts payable to Odebrecht and its subsidiaries in an aggregate amount of R$77.4 million at 2016, and we had accounts receivable from Odebrecht and its subsidiaries in an aggregate amount of R$5.6 million as of December 31, 2016

Petrobras

Commercial Transactions with Petrobras

We have entered into the following supply contracts with Petrobras:

On December 23, 2015, we and Petrobras entered into a new five-year naphtha purchase agreement. This contract replaced the naphtha supply contract between our company and Petrobras for the supply of naphtha to our basic petrochemicals plants located in the Northeastern Complex and superseded the naphtha supply contract between our company and Petrobras for the supply of naphtha to our basic petrochemicals plants located in the Southern Complex. The new contract will expire in December 2020.

·An ethane and propane supply agreement that we and Petrobras entered into in December 2000. See “Item 4—Information on the Company—Supply Contracts and Pricing of the Basic Petrochemicals Unit—Ethane and Propane” for more information.

An agreement for the purchase and sale of a chain of refinery off gas that Quattor Química (formerly known as Braskem Qpar before it merged into our company on December 1, 2014) and Petrobras entered into in January 2005. See “Item 4—Information on the Company—Supply Contracts and Pricing of the Basic Petrochemicals Unit—Refinery Off Gas” for more information.

A20-year propylene supply contract we and Petrobras entered into in May 2008 for our Paulínia plant. See “Item 4—Information on the Company—Raw Materials of Our Polyolefins Unit—Propylene Contracts with Petrobras and its Subsidiaries” for more information.

Five propylene supply agreements that Braskem Petroquímica (formerly known as Quattor Petroquímica) and Petrobras signed between September 1997 and February 2006. See “Item 4—Information on the Company—Raw Materials of Our Polyolefins Unit—Propylene Contracts with Petrobras and its Subsidiaries” for more information.

A three-year caustic soda supply contract that we and Petrobras entered into January 2012, under which we agreed to supply approximately 68,000 tons of caustic soda for use by Petrobras’ Brazilian refineries. This contract expired in January 2015. In January 2015, we amended the supply contract to extend the term until December 2015 and will supply an additional 10,500 tons of caustic soda. This agreement expired in December 2015.

In April 2008, Polietilenos União S.A. a former subsidiary of Quattor Participações S.A. (which merged with and into Braskem on December 1, 2014) entered into an agreement for the supply of steam with Petrocoque S.A. Indústria e Comércio, as amended in March 2014. We began purchasing thermal energy produced by steam pursuant to this agreement in September 2009. This agreement has a10-year term, expiring in September 2019, and an estimated value of R$238.7 million.

In October 2015, Braskem and Petrobras entered into a monthly basis agreement for the purchase and sale of a chain of refinery off gas that Quattor Química S.A. which was merged into Quattor Participações S.A., formerly known as Braskem Qpar, before it merged into us on December 1, 2014 and Petrobras entered into in January 2005. See “Item 4—Information on the Company—Supply Contracts and Pricing of our Brazil Segment—Refinery Off Gas” for more information.
·Five propylene supply agreements that Braskem Petroquímica (formerly known as Quattor Petroquímica, which was merged into our Company in November 2017) and Petrobras signed between September 1997 and February 2006. See “Item 4—Information on the Company—Supply Contracts and Pricing of our Brazil Segment” for more information.
·In October 2021, we entered into a purchase agreement with Petrobras for 108 kton per year of polymer-grade propylene from the Alberto Pasqualini Refinery (“REFAP”), with delivery to Braskem’s polypropylene industrial units, PP1 and PP2, located in Triunfo, Rio Grande do Sul. This agreement remained in force from November 1, 2021 to October 31, 2022. In the fiscal year ended December 31, 2023, there was no amount transitioned under the agreement. The term of this agreement expired, and it was not renewed;
·In December 2021, we entered into a purchase agreement with Petrobras for 220 kton per year of polymer-grade propylene from Refinaria Planalto de Paulínia (REPLAN), with delivery to Braskem’s PP3 industrial unit (“PP3”) in Paulínia, São Paulo. The agreement is in force from January 1, 2022 to May 3, 2028. The maximum amount of the agreement is estimated at R$8.1 billion for the purchase of propylene. In the fiscal year ended December 31, 2023, transactions under the agreement amounted to R$1,060 million;
·In December 2021, we entered into a purchase agreement with Petrobras for 120 kton per year and 40 kton per year of polymer-grade propylene from Refinaria Henrique Lage (REVAP), with delivery to Braskem’s PP3 and PP4 industrial units, respectively. This agreement is in force from January 1, 2022 to May 3, 2028 for the first 120 kton/year and from May 4, 2028 to June 30, 2029 for the remaining 40 kton/year. The maximum amount of the agreement is estimated at R$4.7 billion. In the fiscal year ended December 31, 2023, transactions under the agreement amounted to R$484 million;
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·In December 2021, we entered into a purchase agreement with Petrobras for 150 kton per year of polymer-grade propylene from Refinaria Presidente Getúlio Vargas (REPAR), with delivery to Braskem’s PP3 and PP4 industrial units. The agreement is in force from January 1, 2022 to December 6, 2029. The maximum amount of the agreement is estimated at R$6.8 billion. In the fiscal year ended December 31, 2023, transactions under the agreement amounted to R$145 million;
·In December 2021, we entered into a purchase agreement with Petrobras for 100 kton per year of polymer-grade propylene from Refinaria Duque de Caxias (REDUC), with delivery to Braskem’s PP5 industrial unit (“PP5”) in Rio de Janeiro. The agreement is in force from January 1, 2022 to May 17, 2026. The maximum amount of the agreement is estimated at R$2.4 billion for the purchase of propylene. In the fiscal year ended December 31, 2023, transactions under the agreement amounted to R$311 million;
·In December 2021, we entered into a purchase agreement with Petrobras for 140 kton/year of polymer-grade propylene from Refinaria Capuava (RECAP), with delivery to Braskem’s PP4 industrial unit (“PP4”) in Mauá, São Paulo. The agreement is in force from January 1, 2022 to May 17, 2026. The maximum amount of the agreement is estimated at R$3.3 billion for the purchase of propylene. In the fiscal year ended December 31, 2023, transactions under the agreement amounted to R$484 million.
·In June 2023, we entered into a purchase agreement with Petrobras for the purchase of 900 tons of polymer-grade propylene from Refinaria Alberto Pasqualini (REFAP). The agreement was in force between June 15th and September 30, 2023, and in October, 2023 we entered into a new purchase agreement with Petrobras for the purchase of 565 tons of polymer-grade propylene from Refinaria Alberto Pasqualini (REFAP). The agreement was in force between October 1st and December 31, 2023. In the fiscal year ended December 31, 2023, transactions under these agreements amounted to R$171 million;
·We entered into an agreement with Petrocoque S.A. Indústria e Comércio in 2008 for the supply of steam, which was amended in September 2020 to extend its term until March 2021. In March 2021, the Company executed an amendment to extend the agreement with Petrocoque for the purchase of steam to be used as energy by polyethylene plants and it is valid until March 2024. At the beginning of 2023, the parties agreed to extend the contract until March 2026. The aggregate amount of this agreement, as amended, is R$433 million.
·A two-year contract, entered into in November 2018, which was amended in June 2020 to extend the term of the agreement by 44 months, i.e. until June 2024, for logistics services related to feedstock discharge, storage and transportation in the TEDUT (Terminal Almirante Dutra), part of Southern Complex, between Braskem and Transpetro. The aggregate amount of services related to this contract was R$75 million in 2023 (R$77 million for the year ended on December 31, 2022, and R$105 million for the year ended on December 31, 2021).
·A two-year contract, entered into in November 2018, which was amended in June 2020 to extend the term of the agreement by 62 months, i.e. until December 2025, for logistics services related to feedstock storage in the REFAP (Refinaria Alberto Pasqualini), part of the Southern Complex between Braskem and Petrobras. The aggregate amount of services related to this contract was R$50 million in 2023 (R$35 million for the year ended on December 31, 2022, and R$33 million for the year ended on December 31, 2021).
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·A two-year contract, entered into in November 2018, which was amended in June 2020 to extent the term of the agreement by 44 months, i.e. until June 2024, for storage tanks leasing and pipeline leasing related to feedstock storage in the Southern Complex between Transpetro and Braskem. The aggregate amount of services related to this contract in 2023 for pipeline leasing was R$18 million and storage tanks leasing was R$7 million, for a total amount of R$25 million (R$23 million for the year ended on December 31, 2022, and R$21 million for the year ended on December 31, 2021).
·In January 2021, the Company entered into an agreement with Transpetro involving the provision of services to Braskem, namely tanker vessel unloading in the Madre de Deus Waterway Terminal (“TEMADRE”), tank storage, product transportation via the pipeline “ORMADRE” that connects TEMADRE to the Landulfo Alves de Mararipe Refinery (“RLAM”), and the transportation of naphtha via pipeline from TEMADRE to the facilities of the carrier located in the municipality of Camaçari/BA. The duration of the agreement is from February 1, 2021 to December 31, 2025, and the total estimated amount of the agreement is R$203.3 million. In the fiscal year ended December 31, 2023, the transactions amounted to R$25 thousand (R$23 million for the year ended on December 31, 2022, and R$37 million for the year ended on December 31, 2021).
·In September 2019, we signed an amendment to our agreement with Gás de Alagoas S.A. (“Algás”) for the supply of natural gas to Braskem to extend the agreement for two years until December 31, 2021. In December 2020, we signed an amendment to our natural gas purchase agreement with Algás to increase the amount of gas to be supplied (“QDC”) from January to December 2021. The estimated aggregate amount throughout the term of the agreement, as amended, is R$770.0 million. In December 2021, the Company entered into the third amendment to the agreement with Algás for the supply of natural gas to Braskem units located in the state of Alagoas, via a local gas distribution pipeline. The agreement was extended until December 2024 by means of an amendment entered into in March 2022. The estimated value of the agreement, as amended, is R$1.5 billion. On July 2022, Gaspetro sold the equity stake it held in Algás and, upon which Algás ceased to be a related party.
·In December 2019, we signed an amendment to our natural gas purchase agreement with Companhia de Gás da Bahia (“Bahiagás”), with a term from January to December 2020 and an additional amount of R$820.0 million relating to the amendment. On December 2020, we signed an amendment to our natural gas purchase agreement with Bahiagás, with a term from January to December 2021 and an additional amount of approximately R$482.4 million relating to the amendment. The estimated aggregate amount to be paid throughout the term of the agreement, as amended, is R$3.45 billion. The aggregate amount we purchased under this agreement was R$759.7 million in 2021. In December 2021, the Company entered into an amendment to the agreement governing the supply of natural gas by Bahiagás to Braskem, via local gas pipelines, effective until December 2022. The estimated amount of the agreement, as amended, is R$752 million. In July 2022, Gaspetro sold its equity interest in Bahiagás, upon which Bahiagás ceased to be a related party. This amendment was in force until December 2022. The amount of the amendment was R$ 924 million.
·We entered into two agreements with Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”) for the supply of natural gas (industrial and power generation). In December 2021, we entered into the first amendment to the agreement governing the supply of natural gas (industrial) by Sulgás to Braskem, via local gas pipeline, in force to March 2022. In March 2022, we signed a second amendment to the agreement governing the supply of natural gas (industrial) by Sulgás to us from April 2022 to June 2023. On September 2022, we signed a third amendment to increase the amount of gas to be supplied (“QDC”) from September to December 2022. The estimated maximum amount of the agreement, as amended, is R$270 million. In July 2022, Gaspetro and the State of Rio Grande do Sul sold the shareholder stake on Sulgás, and from that moment on, Sulgás is no longer related parties of us. This amendment was in force until June 2023. The amount of the amendment was R$246 million.
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·In June 2020, the Company entered into a naphtha supply agreement with Petrobras for 450 kton/year, from the Alberto Pasqualini Refinery (“REFAP”) to our unit in the State of Rio Grande do Sul. The term of the agreement is from December 23, 2020 to December 31, 2025. The estimated amount of the agreements is R$2.5 billion. In the fiscal year ended December 31, 2023, transactions under the agreements amounted R$1,178 million (R$3,145 million for the year ended on December 31, 2022, and R$947 million for the year ended on December 31, 2021) from the REFAP.
·In June 2020, the Company entered into a sales option agreement for up to 2,850 kton/y of petrochemical naphtha to Petrobras with mandatory purchase by Braskem. The term of the agreement is from January 1, 2021 to December 31, 2025. The estimated amount of the agreement is R$30 billion. In the year ended December 31, 2023, transactions under the agreement amounted to R$3,186 million (R$3,587 million for the year ended on December 31, 2022, and R$1,770 million for the year ended on December 31, 2021).
·In December 2020, the Company entered into a sale agreement with Petrobras for up to 2 million tons of petrochemical naphtha per year, for our industrial unit in the State of São Paulo. This term of the agreement is from December 23, 2020 to December 31, 2025. The estimated amount under the agreement is R$25 billion. In the year ended December 31, 2023, transactions under the agreement amounted to R$4,806 million (R$7,600 million for the year ended on December 31, 2022, and R$5,074 million for the year ended on December 31, 2021).
·In December 2020, the Company entered into an agreement with Petrobras to purchase ethane and propane to produce up to 580,000 tons of ethylene equivalent and sell up to 58.4 million cubic meters (m³) of hydrogen. The term of the agreement is from January 1, 2021 to December 31, 2025. The estimated amount of the agreement is R$9.2 billion. In the year ended December 31, 2023, transactions under the agreement amounted to R$1,380 million (R$2,354 million for the year ended on December 31, 2022, and R$1,982 million for the year ended on December 31, 2021).

Other Related Party Transactions

Our Jointly Controlled Company

Refinaria de Petróleo Rio-grandense S.A. (“RPR”)

The revenue from the sale of Gasoline Agasoil, gasoline, blendstocks, fuel oil, BTE oil and solvents to Petrobras.

Braskem has handed down a contractRPR and from Petrobras and joint-venture Petroquímica Paulinia S/A (PPSA) pursuant to which Petrobras will supply steam and provide servicesthe purchase of turpentine from RPR was approved in connection with the treatment and transport of water, clarified water and hydrogen. This contract is2020 for a term of 20 years and has no global value clause. The aggregatetotal amount of services we purchased under this contract was R$7.7845.0 million in 2014, R$11.5 million in 2015per year. Purchase and R$13.2 million in 2016.

A long term contract for logistic services related to naphtha transportation in pipelines in the Southern Complex between Braskem, Transpetro and Petrobras. The aggregated amount of services related to this contract in 2016 was R$17.8 million.

Since June 2016, Braskem has had agreements for the sale of gasoline to BR Distribuidora, a subsidiary of Petrobras, renewable on a monthly basis. Sales in the year amount to R$474.4 million.

We purchased raw materials from Petrobras and its subsidiaries of R$12,291.2 million in 2016 and sold products to Petrobras and its subsidiaries of R$2,023.8 million in 2016. We had accounts payable to Petrobras and its subsidiaries in an aggregate amount of R$904.1 million at 2016, and we had accounts receivable from Petrobras and its subsidiaries in an aggregate amount of R$33.8 million as of December 31, 2016.

Other Related Party Transactions

Refinaria de PetróleoRio-grandense S.A.

In 2016, the sales of gasoil to RPR amounted to R$227.2 million.The product is used as feedstock in its diesel oil production process and the agreements were madeprices are determined on a spot basis.

Since March 2016, Additionally, in 2023, Braskem has had agreementsprovided an aggregate of R$4.4 million of blendstocks and solvents to RPR. (R$21.0 million for the sale of gasoline to RPR, renewableyear ended on a monthly basis. Sales inDecember 31, 2022, and R$100 for the year amount to R$264.6 million.ended on Decembere 31, 2021).

Our Jointly Controlled Companies and Associated Companies

Borealis Brasil S.A.

We sellIn February 2020, we executed the fifth amendment to the polypropylene and polyethylene to Borealis in which we have a 20.0% interest.thermoplastic resins sales agreement with Borealis. The agreement has an estimated maximum amount of R$1,260.0 and is valid through December 2025. We recorded net salesrevenue to Borealis of R$115.7243 million in 2016.2023. We account for Borealis under the equity method of accounting. We had accounts receivable from Borealis(R$303 million for the year ended on December 31, 2022, and R$436 million for the year ended on December 31, 2021).

Non-controlling shareholders of R$7.6 million asBraskem Idesa

As of December 31, 2016.

2023, we had R$2,490 million in outstanding indebtedness relating to a loan payable to the non-controlling shareholder of Braskem Idesa, maturing in December 2029 and accruing interest at 7% p.a., whose proceeds were used by Braskem Idesa to fund its construction project. (R$2,498 million for the year ended on December 31, 2022, and R$3,646 million for the year ended on December 31, 2021).

Related Party Transactions Policy

In December 2018, we adopted a related party transactions policy, or the Related Party Transactions Policy, which lays out the procedures for approving transactions with our controlling shareholder and shareholder that has Material Influence over Braskem, controlled entities and certain other parties. Pursuant to our bylaws and the Related Party Transactions Policy, (i) our Board of Directors is responsible for approving certain related party transactions and revisions to the Related Party Transactions Policy, (ii) our Compliance and Audit Committee is responsible for evaluating related party transactions prior to submission for approval to our Board of Directors, if applicable, as well as ensuring that the provisions contained in the Related Party Transactions Policy are observed by our other areas, and (iii) our Ethics Committee is responsible for evaluating related party transactions that do not require approval by our Board of Directors. Pursuant to this policy, we have, and may in the future, engage in transactions with our controlling shareholder and shareholder that has Material Influence over Braskem or controlled entities with respect to our services or products, or other related party transactions, as defined in our Related Party Transactions Policy.

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ITEM 8. FINANCIAL INFORMATION

Consolidated Statements and Other Financial Information

Reference is made to Item 1923 for a list of all financial statements filed as part of this annual report.

Legal Proceedings

We are and may be in the future, involved incurrently a party to numerous tax, civil and labor disputes, among others, involving monetary claims. If anyclaims arising in the normal course of these legal proceedings were decided adversely to us, we do not believe that our results of operations or financial condition would be materially and adversely affected.

For some of these lawsuits, we have not established any provision on our balance sheet nor have we established provisions only for partbusiness. Any changes in the court’s understanding of the amounts claimed, basedposition could cause future impacts on our judgments asthe financial statements of the Company due to the outcomes of these lawsuits.such proceedings.

Tax Proceedingsproceedings

We are engaged ina party to several legal proceedings with Brazilian tax authorities for which we have established provisions in an aggregate amount of R$611.3677 million as of December 31, 2016.2023, related to tax claims for which our management, based on its assessment and the opinion of our external legal advisors, considers that the likelihood of loss is probable. In addition, there are currently certain legal proceedings pending in which we are involved for which we have not established provisions, since there is no trigger in accordance to IAS 37 to record such provisions. If anyThe aggregate amount of these legaltax contingency proceedings were decided adversely to us, we do not believe that our results of operations, cash flows or financial condition would be materially and adversely affected.

IR/CSLL Tax Assessment Notices

In 2007, tax assessment notices were issued by the Federal Brazilian Revenue Service against Braskem Petroquímica claiming, among others unpaid income tax and CSLL in connection with foreign exchange variation in foreign subsidiary investment accounts in 2002. Aswas R$26,216 million as of December 31, 2023, which are described below:

Taxing Entity: Federal Government

1)Income taxes: Tax assessments related to calendar years 2015, 2016, 2018 and 2019, due to non-recognition of application of Agreement to avoid double taxation, signed between Brazil and Netherlands, which establishes that profits from Dutch companies are not taxable in Brazil at the end of every year. The notification for the calendar years 2018 and 2019, received in 2023, also involved non-deductibility of interest due to a different understanding regarding the sub-capitalization limit and its tax effects. The inflation-adjusted amount of uncertain tax treatment includes periods mentioned or not mentioned in tax assessments. In view of the calculation of tax losses by the Company in calendar years 2022 and 2023, the amounts related to these periods were calculated considering only the principal amount, excluding fines and interest rates. The amount related to the calendar year 2017 was excluded from this lawsuit due to its time-barring. In addition to including the amount related to calendar year 2023, the lawsuit also considers the amount related to calendar year 2020, due to the issue of financial statements of Dutch entities under local GAAP. The lawsuits are under administrative phase. As of December 31, 2023, the amount relating to this lawsuit was R$18,552 million.
2)Non-cumulative PIS and COFINS taxes: Charge related to calendar years 2004 to 2018, arising from use of credits on acquisition of goods and services consumed in the production process. The lawsuits are under administrative and legal phase, and the Company pledged performance bonds and deposits at their full amount. As of December 31, 2023, the amount relating to this lawsuit was R$1,507 million.
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3)Income taxes: Tax assessments arising from deducted amortization charges, between 2007 and 2013, from goodwill originated from equity interests acquired during 2002. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$150 million. As of December 31, 2023, the amount relating to this lawsuit was R$1,027 million.
4)Income taxes: Tax assessments related to calendar years 2012 and 2015, arising from disallowances of exchange variation expenses with naphtha import transactions, incurred after the due date of commercial invoices. The lawsuits also address inflation adjustment in income tax losses and social contribution tax loss carryforwards and partial disallowance of cost of naphtha imported from subsidiary abroad. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$198 million. The lawsuits are under administrative phase. As of December 31, 2023, the amount relating to this lawsuit was R$1,000 million.
5)IR/CSL tax: Tax assessments related to the offset of credits from income tax losses and social contribution tax loss carryforward with IR and CSL debits, in merger events carried out in November 2007 and August 2013, exceeding the limit of 30%. The lawsuits are under legal phase, and the Company pledged performance bonds at their full amount. The amount related to fines was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$150 million. As of December 31, 2023, the amount relating to this lawsuit was R$346 million.
6)Income taxes rate: Tax assessments arising from deducted amortization charges, between 2020 and 2021, from goodwill originated from equity interests acquired during 2012, by Cetrel and DAC. The lawsuits are pending in the administrative sphere in higher courts. As of December 31, 2023, the amount relating to this lawsuit was R$212 million.
7)Income taxes rate: Charges due to the non-approval of offsets made using credits arising from negative balance. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. As of December 31, 2023, the amount relating to this lawsuit was R$185 million.

8)Social security contributions: Charge of additional contribution for Occupational Environmental Risk to fund the special retirement plan due to the alleged exposure of workers to hazardous agents from January 2016 to July 2018, from November 2000 to January 2001 and from November 2001 to June 2002. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. As of December 31, 2023, the amount relating to this lawsuit was R$183 million.

9)PIS and COFINS taxes: Charges arising from alleged undue offsets using credits from other federal taxes. The lawsuits address credits arising from: i) prepayments of IR tax, ii) FINSOCIAL and COFINS taxes, iii) tax on net profit, and iv) PIS-Decree-Laws 2,445 and 2,449. The lawsuits are under legal phase, and the Company pledged bank guarantees and performance bonds at their full amount. As of December 31, 2023, the amount relating to this lawsuit was R$142 million.

10)Income taxes rate: Tax assessment arising from disallowance of advertising and commission expenses, paid by Braskem and Braskem Inc., and the lack of payment of withholding tax on them. The lawsuit is under administrative phase. The amount related to fines was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$28 million. As of December 31, 2023, the amount relating to this lawsuit was R$138 million.
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11)PIS and COFINS taxes: Charges due to the non-approval of offsets using credits from Cide-Combustíveis, as authorized by Federal Law 10,336/2001. The lawsuits are under legal phase, and the Company pledged performance bonds at their full amount. As of December 31, 2023, the amount relating to this lawsuit was R$128 million.

Taxing Entity: State Government of Alagoas

12)ICMS tax: Tax assessments related to calendar years 2015 to 2019, due to lack of ICMS reversal on output with tax deferral. The lawsuits are under administrative phase. As of December 31, 2023, the amount relating to this lawsuit was R$698 million.

Taxing Entity: State Governments of São Paulo, Rio de Janeiro, Bahia, Pernambuco, Rio Grande do Sul and Alagoas

13)ICMS tax: Charges of tax underpayments. The lawsuits refer to (i) use of tax credits to acquire property, plant and equipment, goods considered as for use and consumption and products subject to tax replacement; (ii) transfers of finished products at amount below the production cost; (iii) non-payment of tax due to: input or output omissions; charges related to electricity operations and sale of products subject to tax replacement; (iv) lack of evidence of export of goods; and (v) fines for lack of registration of invoices. The lawsuits are under administrative and legal phases, and the Company pledged bank guarantees, performance bonds and judicial deposits at their full amount. Part of the amount related to the use and consumption matter was reclassified to remote loss, in accordance with decision 1.775.781/SP issued by EAREsp, leading to a reduction of approximately R$147 million. As of December 31, 2023, the amount relating to this lawsuit was R$623 million.

14)Sundry tax lawsuits: As of December 31, 2023, the amount relating to these lawsuits was R$1,477 million.

Civil lawsuits

1)Lawsuit filed by Resibril: former reseller of solvents, claiming alleged breach of a tacit distribution agreement. The lawsuit is awaiting judgment. As of December 31, 2023, the amount relating to this lawsuit was R$340 million.
2)Alagoas Civil Lawsuits: As of December 31, 2023, the amount relating to this lawsuits were R$8.821 million. For more information, please see “Item 8. Financial Information—Legal Proceedings— Alagoas – Mining Activities.”
3)Sundry civil lawsuits: As of December 31, 2023, the amount relating to these lawsuits was R$400 million.

Social security lawsuits

1)Lawsuits over withdrawal of sponsorship of Petros plan: Currently, the portfolio is composed of 743 lawsuits filed by former team members of Braskem or merged companies, beneficiaries of Petros plans (Copesul, Copene and PQU), related to sundry matters arising from withdrawal of sponsorship of the plan, whose claims include: Difference of Individual Withdrawal Fund, additional of 90%, and Objection to legality of Withdrawal of Sponsorship. The increase in the amount involved during the year is mainly due to (i) the new lawsuits resulting from Petros' notice requesting reimbursement of amounts from Braskem as per the withdrawal agreement, and (ii) a valuation of lawsuit involving a significant amount. As of December 31, 2023, the amount relating to this lawsuit was R$668 million.
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2)Social security lawsuits: As of December 31, 2023, the amount relating to these lawsuits was R$156 million.

Environmental lawsuits

1)Public-Interest Civil Action (Hashimoto): filed in June 2018 by the São Paulo State Prosecution Office against the Company and other firms that operate in the Capuava Petrochemical Complex, whose claims include the reparation and/or remediation of environmental damages. After Braskem filed its defense in December 2020, there were no changes, and the lawsuit remains awaiting expert evidence. As of December 31, 2023, the amount relating to this lawsuit was R$225 million.
2)Public-Interest Civil Action filed by the Local Government of Ulianópolis, Pará: Public-Interest Civil Action filed in September 2011 by the Local Government of Ulianópolis, Pará, against Braskem and other companies, whose claims include the reparation and/or remediation of environmental damages allegedly resulting from the improper delivery of waste. The companies filed a response, however, a decision was rendered determining the temporary dismissal of the action for one year. As of December 31, 2023, the amount relating to this lawsuit was R$397 million.
3)Sundy environmental lawsuits: As of December 31, 2023, the amount relating to these lawsuits was R$67 million.

Other lawsuits

1)Polialden Lawsuit: The Company is party to writ of debt filed against it in 1988, currently under liquidation of award. Polialden Petroquímica S.A. (“Polialden”), merged into Braskem, received unfavorable decision to distribute remaining profits to the plaintiffs (preferred shareholders) that were non-controlling shareholders. The lawsuit awaits accounting evidence of amounts due. As of December 31, 2023, the amount relating to this lawsuit was R$287 million.
2)Sundy other lawsuits: As of December 31, 2023, the amount relating to these lawsuits was R$137 million.

Contingent Assets

Contingent assets are potential assets whose existence will be confirmed by the amount in disputeoccurrence or non-occurrence of these claims was approximately R$158.0 million. We challenged these assessment noticesuncertain future events that are not wholly within the Company’s control. Contingent assets are not recognized but are disclosed when it is more likely than not that an inflow of benefits from such assets will occur. However, when the inflow of benefits is virtually certain, an asset is recognized in the administrative courtfinancial position statement because that asset is no longer considered contingent.

1)Compulsory loans: Centrais Elétricas Brasileiras S.A. (“Eletrobras”): The compulsory loan in favor of Eletrobras was established by Federal Law 4.156/62, to finance the energy industry and remained effective until 1993. It was collected through the energy bills of industrial consumers with monthly consumption equal to or higher than 2000kwh and, after successive amendments to the law, the reimbursement was extended to 20 years, plus compensatory interest of 6% per year, which can be anticipated through conversion of credits into shares issued by Eletrobras.

Between 2001 and 2009, the companies merged with us filed proceedings seeking the recovery of amounts related to differences in the inflation adjustment of the compulsory loan, interest on arrears and compensatory interest and other related payments.

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In August 2023, we believe that there are reasonable grounds on which we can successfully defend against these assessments. We believe that a loss in this claim is possible. As of December 31, 2016, we have established related provisionsentered into an assignment contract in the amount of R$39.6 million.

In 2013 and 2014, we received tax assessment notices127 million, with no right of indemnity, of a portfolio of credit rights arising from lawsuits, among which those filed by us that requested the Federal Brazilian Revenue Service claiming that the amortizationrestitution of the goodwill recorded in 2001 and 2002 in connection with the purchase of shares of certain companies related to the formation of Braskem was not deductible for purposes of calculating our income tax and social contribution. The amount claimed is R$1.2 billion, including interest and fines. We challenged these assessment notices because we believe that these claims are based on a misinterpretation of both the applicable law and facts by the tax authorities and that the statute of limitations has expired. We believe that a loss in this claim is possible and as of December 31, 2016 have made no provision with respect to this claim.

In December 2013, we received tax assessment notices from the Federal Brazilian Revenue Service claiming that the interest expenses and exchange variation losses recorded by Braskem relating to indebtedness of Ipiranga Petroquímica S.A. was not deductible for purposes of calculating our income tax and social contribution. The amount claimed is R$57.0 million. We challenged this assessment because we believe that the assumption of Ipiranga Petroquímica debt instruments had strong business purposes. We believe that a loss in this claim is possible and as of December 31, 2016, we have established related provisionsEletrobras mandatory loans, in the amount of R$ 3.941 million.

In July 2014, we received a tax assessment notice from the Federal Brazilian Revenue Service claiming that the tax losses and social contribution negative tax base used to pay debts under the MP 470/2009 installments program were not included in the income tax and social contribution tax base in 2009. The amount claimed is R$429.0 million. We challenged these assessment notices because we believe that these claims are based on a misinterpretation of both the applicable law and facts by the tax authorities. We believe that a loss in this claim is possible and as of December 31, 2016 have made no provision with respect to this claim.

IOF

We are involved in judicial and administrative proceedings due to tax assessment notices issued by the Federal Brazilian Revenue Service claiming that the following operations are subject to Financial Operations Tax (IOF): (i) the transfers of financial resources under cash pooling and current account agreements made between Quattor Participações S/A, Quattor Química S/A and Braskem and between Braskem and CPN Incorporated (ii) the advances for future capital increases made by Quattor Participações S/A and Quattor Química S/A. The amount claimed is R$ 168 million. We believe that these operations do not characterize loan under Brazilian legislation and, as such, are not subject to IOF. We believe that a loss in this claim is possible and presented a guarantee for the debt under judicial litigation – R$ 56 million.

ICMS Tax Assessment Notice

From 1999 to 2016, the internal revenue department of the States of Bahia, Alagoas, São Paulo, Rio Grande do Sul and Rio de Janeiro issued tax assessment notices against Braskem claiming unpaid ICMS taxes in the amount of R$ 452 million, retrospectively revised by inflation and the benchmark rate, in connection with several alleged violations of certain provisions of the ICMS tax legislation, including, among others: (1) inappropriately claiming ICMS credits for the acquisition of goods that the internal revenue department considers for use and consumption; (2) inappropriately claiming ICMS credits for the acquisition of assets not related to production; (3) transfer of goods below the cost of production; (4) differences in stock of final products; (5) lack of evidence that the company exported goods; (6) failure to pay taxes on the sale of products subject to tax substitution and inappropriately claiming ICMS tax credits on the purchase of products subject to tax substitution; (7) failure to register invoices; and (8) unpaid ICMS taxes on charges for electricity transmission. We challenged these assessment notices in the administrative court because we believe that there are reasonable grounds on which we can successfully defend against these assessments. The cases are expected to be finished until 2020. If an unfavorable decision is rendered in favor of the company, it is expected that the debts would be paid at 40% of the current value, based on the favorable precedents at judicial and administrative level. A guarantee was offered in the amount of R$ 44 million for the debts under discussion in the Judiciary. We believe that a loss in this claim is possible and as of December 31, 2016. We have not recognized any provision with respect thereto.

In 2009, tax assessment notices were issued by the internal revenue department of the State of São Paulo against Braskem Qpar claiming unpaid ICMS taxes and related fines in connection with several alleged violations of certain provisions of the ICMS tax legislation, including:

(1) Inappropriately claiming ICMS credits: (i) in the amount of R$53,5 million from February/2004 to August 2005, November/2005 to February/2006 and September/2006 to January/2008 related to the acquisition of “acrylonitrile” sold by Acrinor Acrilonitrila do Nordeste S/A (ii) in the amount of R$1.6 million from December/2004 to August/2005 related do unduly credits informed in invoices issued by Proquigel Química S/A; (iii) in the amount of R$3.1 million from August/2004 to November/2005, related do unduly credits informed in invoices issued by Proquigel Química S/A for exportation, not submitted to ICMS payment; A fine of 100% of the taxes assessed was imposed in all cases above.

(2) Error in the issuance of invoices under CFOP code 6.905 without the circulation of goods – a fine of 30% of the amount of the invoices (R$ 480 million) was assessed.

(3) Fine assessed due to the default in answering to notification of tax authorities to present documents to a tax audit.

The administrative proceedings were closed in the administrative court in 2015, and the value of the debt was reduced by 55% of the total involved. The remaining debt is under discussion in the Judiciary. Due to favorable preliminary orders, the State Treasury of São Paulo has rectified the amount of the debt to apply default interest and monetary restatement limited to the SELIC rate, which reduced the debt in 20%. Regarding this amount, the chances of loss are remote, and for the remaining debt we believe the loss is possible. As of December 31, 2016, we have established related provisions in the amount of R$239,4 million. The company offered a guarantee to the debts and expects the cases to be finished until 2022.

ICMS Tax Assessment Notice – quantiQ:

The State of São Paulo claims against quantiQ the payment of ICMS debts due to the following alleged infractions to the ICMS legislation: (i) use of incorrect tax rate (18% X 25%) in the sale of solvent; (ii) undue use of ICMS tax credits in the purchase of goods subject to advance payment of the tax (tax substitution); (iii) lack of payment of ICMS in the importation of goods subject to advance payment of the tax (tax substitution); (iv) lack of advance payment of ICMS (tax substitution) in the sale of goods to a distributor (goods were transferred by the branch in São Paulo). In December 31st, 2016, the amount claimed is R$196 million. We believe that a chance of loss is possible in Administrative and Judicial Courts. There is no deposit or guarantee related to this claim.

PIS and COFINSNon-Cumulative Tax Assessment Notice

We received assessment notices from the federal internal revenue department alleging that we had inappropriately claimed certain PIS and COFINS credits in relation to: (1) wastewater treatment, (2) charges for electricity transmission, (3) freight related to the storage of finished goods and (4) credits claimed at inappropriate times, relating to the acquisition of fixed assets between 2006 and 2011. As of December 31, 2016, the amount in dispute of these claims was approximately R$889 million. We challenged these assessment notices in an administrative court because we believe that there are reasonable grounds on which we can successfully defend against these assessments. We believe that a loss on these claims is possible. As of December 31, 2016, we have not recognized any provision with respect thereto.

The Federal Brazilian Revenue Service did not recognize the compensation of PIS and COFINSnon-cumulative credits due to: (i) differences in the values informed in the PIS and COFINS declaration (DACON) and in the electronic files of the invoices; (ii) values not reflected in the balance sheets, credits over untaxed purchases, credits over IPI, lack of presentation of documents, and (iii) failure to pay PIS and COFINS informed to the tax authorities in the PIS and COFINS declaration (DACON). The Federal Brazilian Revenue Service also claims the payment of debts due to the fact that the amount of credits informed in the compensation files were higher than the amount informed in the DACON. A loss in these claims is likely and it is expected that the administrative discussion should come to an end in 2020. As of December 31, 2016, we have established related provisions in the amount of R$202.3 million. There are no deposits or guarantees related to these claims.

In December 2016, we received tax assessment notices from the Federal Internal Revenue Department alleging that we had inappropriately used COFINSnon-cumulative credits related to exports to compensate federal tax debts. A fine of 50% of the compensated credits was assessed. In December 31st, 2016, the amount claimed is R$86 million. We believe that a loss in these claims is possible and that the administrative proceeding should come to an end in 2020. There are no deposits or guarantees related to these claims.

PIS and COFINS Tax Assessment Notice

Braskem is involved in several judicial and administrative proceedings related to the payment of PIS and COFINS, including (1) unpaid COFINS from March 1999 to December 2000, February 2001 to March 2002, May 2002 to July 2002 and during September 2002, (2) inappropriately claimed credits due to the additional 1% in the COFINS rate and PISDecree-Law nº 2,445 and 2,449, and (3) undue compensation of PIS and COFINS debts with PIS credits (Decree-Laws Nos. 2.445 e 2.449) which were considered to have expired by the tax authorities; and (4) an omission in the base revenue resulting from exchange gains earned due to successive reductions of our associated capital. As of December 31, 2016, the amount in dispute of these claims was approximately R$87.9 million. We challenged these assessment notices because we believe that there are reasonable grounds on which we can successfully defend against these assessments. We believe that a loss on these claims is possible. As of December 31, 2016, we have established related provisions in the amount of R$51.0 million. The company offered guarantee in the amount of the judicial litigations.

In 2014, we received a tax assessment notice from the Federal Brazilian Revenue Service claiming that the tax losses and social contribution negative tax base used to pay debts under the MP 470/2009 installments program, as well as interest, fines exoneration afforded in installments of the MP 470/09 are taxable. The amount or PIS and COFINS claimed is R$1,5 billion. We challenged this assessment notice because we believe that these claims are based on a misinterpretation of both the applicable law and facts by the tax authorities. We believe that a loss in this claim is possible and as of December 31, 2016 we have made no provision with respect to this claim.

We and our affiliates are involved in several other judicial and administrative proceedings related to the alleged undue compensation of PIS and COFINS debts with the following credits: (1) Corporate Income tax; (2) FINSOCIAL; (3) Tax on net profits; (4) PIS (Decree-Laws Nos. 2.445 and 2.449); (5) Cofins. The proceeding are also related to debts of COFINS levied on interest calculated on equity. As of December 31, 2016, the amounts in material disputes relating to PIS and COFINS was approximately R$170 million.The company offered guarantee in the amount of the judicial litigation. We believe that a loss in this claim is possible. As of December 31, 2016, we have not recognized any provision with respect thereto

SUDENE - Income Tax Reduction

In 2015, we successfully obtained income tax reductions as a result of lawsuits claiming a 75% income tax reduction for the following industrial units: (i) PVC and Cloro Soda, established in the state of Alagoas; and (ii) basic petrochemicals unit, PE (2), PVC and Cloro Soda units, all established in the city of Camaçari (BA). The third PE plant established in Camaçari and the second PVC plant established in Alagoas will have the benefit up to 2016 and 2019, respectively.

PRODESIN – ICMS Tax Incentive

We were awarded ICMS tax incentives by the state of Alagoas, through the state of Alagoas Integrated Development Program – PRODESIN, which are aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes. In 2016, the amount was R$78.8 million (R$71.6 million in 2015).

REIQ – PIS/COFINS Tax Incentive

The Brazilian chemical and petrochemical sector enjoyed an important achievement in 2013. The government, in response to one of the proposals elaborated by the Chemical Industry Competitiveness Council, approved the PIS and COFINS tax rates relief on raw material purchases by first and second generation producers, which serve various sectors of the economy. The measure aimed to restore some of the industry’s competitiveness, which was

weakened by factors related to infrastructure, productivity, feedstock and energy costs and the exchange rate that pressured the chemical industry’s trade deficit, according to ABIQUIM, which ended 2016 at US$22.0 billion. By 2016, we had a tax rebate of 6.25% (PIS and COFINS) on the acquisition of petrochemical raw materials.

Other Tax Proceedings

We received a notice of assessment by the Federal Brazilian Revenue Service due to the alleged lack of retention of social security contribution at the rate of 11% of the invoices issued by service providers between February 1999 and June 2002. The amount claimed in December 31 was R$48 million. We challenged these assessment notices in the administrative court because we believe that there are reasonable grounds on which we can successfully defend against this assessments, such as misinterpretation of both the applicable law and facts by the tax authorities and that the statute of limitations has partially expired. There are no deposits or guarantees related to this claim and we expect that the administrative proceeding will come to an end in 2018.

Labor Proceedings

Overtime Claims

In the class action suits filed by the Trade Union of Petrochemical and Chemical Workers of Triunfo, Rio Grande do Sul (“SINDIPOLO”), in the third quarter of 2010, claiming the payment of inclusion of overtime in the calculation of the weekly remunerated rest (“WRR”), in the restated amount of R$44.6 million, the following developments occurred in the period: (i) WRR: judgment for plaintiff in the suit involving the inclusion of overtime in the calculation of the weekly remunerated rest, which was upheld by the Regional Appellate Labor Court (“TRT”), for which Braskem appealed to the TST, which ordered the case to be sent back to the TRT for a new trial. However, as the TRT did not judge on the merits, Braskem appealed once again to the TST. After examining the appeal, the TST handed down a new decision granting the claim. Braskem will enter into motion for clarification and special appeal at the Supreme Court (“STF”). In light of the most recent decision of TST, the process had its evaluation changed to probable loss and was recorded a provision of R$27.600 million. Braskem gave collateral in the form of 7,413 tons of ethylene.

Class Action ClaimProceedings

In July 2015, two putative class action lawsuits were filed against us and certain of our then-current and former officers and directors in the United States District Court for the Southern District of New York against our company and certain of our then-current and former officers and directors.York. The lawsuits were subsequently consolidated under the caption In re Braskem, S.A. Securities Litigation, No.15-cv-5132. In November 2015, Boilermaker-Blacksmith National Pension Trust, the Lead Plaintifflead plaintiff, filed a consolidated class action complaint, which asserted claims under Section 10(b) and Section 20(a) of the Exchange Act, on behalf of a putative class of purchasers of the company’s ADRsour ADSs, from June 1, 2010 to March 11, 2015. The plaintiffs filed an amendedIn the complaint, the lead plaintiff alleged that the defendants made misrepresentations or omissions that inflated the price of our stock in May 2016, which amended the class period to July 15, 2010 to March 11, 2015.violation of United States securities laws. We filed a motion to dismiss that amended complaint inon July 6, 2016. In an Opinion and Order datedOn March 31, 2017, the court granted in part and denied in part our motion to dismiss. The claims that remain in the case following the court’s decision allege that the defendants are liable for making misrepresentations and omissions that allegedly concealed a purported scheme by which the company made improper payments in order to receive favorable naphtha pricing from Petrobras. Following the Court’s decisionruled on the motion to dismiss, the action is nowgranting it in the discovery stage.part and denying it in part. The parties are also currently engaged in settlement negotiations and have signed a proposed settlement agreement on September 14, 2017 and submitted it to the U.S. court for preliminarygranted final approval to the settlement and entered a judgment to dismiss the action and discharge the claims of the class members on September 14, 2017.February 21, 2018. Under the terms of the proposed settlement, we would paypaid US$10million10 million (R$31.7 million) to resolve all claims of the settlement class consisting of purchasers of our ADRsADSs during the period from July 15, 2010 through March 11, 2015, that arise out of or relatetorelate to the subject matter of the class action, withaction. We paid the exception of any such claims belongingsettlement amount into an escrow account (which is subject to purchasers who file valid and timely requests to opt outthe jurisdiction of the settlement class.Court) on October 2, 2017 and the Claims Administrator shall arrange its distribution after the entry by the court of a class distribution order. We have made no admission of any wrongdoing or liability as part of the proposed settlement,settlement.

On August 25, 2020, an action was filed against Braskem and it is subjectsome of its current and former executives in the US District Court for the District of New Jersey, in the United States, on behalf of an alleged class of investors who acquired Braskem's shares. The action was grounded in the U.S. Securities Exchange Act of 1934 and its rules, based on allegations that the defendants made false statements or omissions related to a numberthe geological event in Alagoas.

On December 15, 2022, the parties entered into an agreement to terminate the Class Action via payment of conditions, includingR$16 million (US$3 million) which was paid in January 2023. On May 5, 2023, the court approval.ratified the agreement without exceptions. On May 25, 2023, the Order of Dismissal was issued, recognizing that there were no objections to the agreement and determining the conclusion of the case involving Braskem and the related parties. The allocation of the amounts paid by reason of the agreement was ratified by the court on December 13, 2023.

Global Settlement

In the context of allegations of improperundue payments in connection with theso-called Operation Car Wash in Brazil, we engaged the Expert FirmsCompany hired external experts to conduct the Investigationan independent investigation into such allegations (“Investigation”) and to report their findings.

In December 2016, wethe Company entered into Leniency Agreements with the Federal Prosecution Office (Ministério Público Federal, hereinafter “MPF Agreement”) and with U.S. and Swiss authorities (“Global Settlement”), in the amount of R$3.1 billion (US$957 million, at the time), which were duly ratified. Further, the Company engaged in a process of cooperation and negotiation with the Ministry of Transparency and the Office of The Federal Controller General (Controladoria-Geral da União, hereinafter “CGU”) and the Office of the Attorney General (Advocacia-Geral da União, hereinafter “AGU”), which culminated in the execution of the leniency agreement with such authorities on May 31, 2019 (“CGU/AGU Agreement” and, jointly with the Global Settlement, “Agreements”), which addresses the same facts that are the subject of the Global Settlement and provides for an additional disbursement of R$410 million due to the calculations and parameters adopted by CGU/AGU. In addition, in 2019, the State Prosecution Office of Bahia and the State Prosecution Office Rio Grande do Sul adhered to the MPF Agreement. Therefore, no additional payments are expected to be made by the Company.

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Since 2016, The Company has paid R$3,071 million, distributed as shown below:

(i)U.S. Department of Justice (“DoJ”); Swiss Attorney General’s Office (“OAG”) and U.S. Securities Exchange Commission (“SEC”).

In August 2023, we were notified by CGU about the end of the monitoring period of our integrity program, and also presented the closing of the monitorship.

In January 2023, we offered our own and third-party registered warrants to pay the fourth installment under the Leniency Agreement (due on January 30, 2023). The payment confirmation was subject to analysis by relevant authorities. Hence, the Company has reduced the amount to be paid regarding this portion of the Leniency Agreement, thereby creating a liability against third parties and reducing its own precatory debt. However, the administrative rule governing this settlement procedure was revoked, and no new regulation on this matter was enacted prior to the expiration of the agreements for acquisition of third-parties registered warrants (on December 31, 2023). As a result, the Company returned this installment amount to the payable balance under the Leniency Agreement, while the requirement to pay such 2023 installment remains suspended, awaiting the enactment of new regulations by the competent authorities. The amount payable under the Leniency Agreement, at December 31, 2023, is R$1,016 million, of which R$840 million is registered under current liabilities and R$176 million under non-current liabilities.

Alagoas – Mining Activities

In May 2019, we became aware of the Report No. 1, prepared by the Mineral Resources Research Company, or CPRM, an entity of the Brazilian Energy and Mining Ministry, indicating that the geological phenomenon observed in the region, could be related to the rock salt exploration activities developed by Braskem. In this context, due to the developments from the report’s publication and in accordance with applicable safety standards, on May 9, 2019, we suspended all salt extraction and, temporarily, the operations of the chlor-alkali and dichloroethane plants located in the district of Pontal da Barra in Maceió, state of Alagoas.

In view of this event, we are engaged in several legal proceedings and investigations:

Public-Interest Civil Action (“ACP”) filed by the Alagoas State Prosecution Office and the Alagoas State Public Defender’s Office – Reparation for Residents:

In June, 2019, we became aware that the Alagoas State Prosecutors’ Office (“MPE”) and the State of Alagoas Public Defenders’ Office (“DPE”) filed a public-interest civil action claiming the payment of compensation for property and personal damages caused to buildings and residents of areas affected in the Pinheiro district and surroundings (“ACP of Residents”), in the minimum amount of R$6.7 billion, with an initial request for provisional measures to freeze Company’s assets in the same amount. The case was sent to the Federal Court, when the Federal Prosecutors’ Office (“MPF”) and the Federal Public Defenders’ Office (“DPU”) joined as plaintiffs.

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Parties to the ACP of Residents entered into a first agreement on January 3, 2020, to establish cooperative actions to vacate properties in risk areas, defined by the Civil Defense of Maceió, State of Alagoas, (“Civil Defense Map”), providing the necessary support to relocate people from those areas and provide financial compensation for them under the Financial Compensation and Support for Relocation Program (“PCF”) implemented by Braskem. After updates of the Civil Defense Map, two legal instruments were signed by parties, in July and October 2020, to include properties in the PCF. On December 30, 2020, a second amendment to the agreement was signed to terminate the public-interest civil action (“Agreement for Compensation of Residents”), including the area currently affected by the geological event, according to the Civil Defense, and the areas with potential future impacts indicated in the independent technical and specialized studies engaged by the Company on the potential impact of the geological event on the surface of the region (the risk area encompasses a total of approximately 15,000 properties).

To implement the Agreement for Compensation of Residents, the Company assumed the obligation to deposit a total of R$2.7 billion (R$1.7 billion under the Agreement) in a checking account, with minimum working capital of R$100 million, whose transactions will be verified by an external audit company and also agreed to create a technical group to monitor the geological event and study the areas adjacent to the Civil Defense Map for a period of five years and maintain a performance bond in the amount of R$615 million. The Agreement for Compensation of Residents was ratified by Court on January 6, 2021, which resulted in the termination of ACP of Residents.

Public-Interest Civil Action (ACP) filed by the Federal Prosecution Office, Federal Public Defender’s Office and Alagoas State Prosecution Office - Reparation for Residents – Map Version 5:

On November 30, 2023, we were informed of the Public-Interest Civil Action filed by the Federal Prosecutors’ Office (“MPF”), State Prosecutors’ Office (“MPE”), the Federal Public Defender’s Office (“DPU”) against the Municipality of Maceió and Braskem, with a request for a injunctive relief based on evidence, against the Municipality of Maceió: (i) the disclosure of the new Map of Priority Action Lines, Version 5, and (ii) preparation of the Action Plan to address issues related to the identification of the roads and public equipment located in the region. Against Braskem, they request through a preliminary injunction: (i) inclusion of the new criticality area 00 of Version 5 of the Civil Defense Map in the PCF implemented by Braskem in Maceió – AL and making feasible the optional inclusion of all residents affected whose properties are located in the criticality area 01 of Version 5 of the Map, with inflation adjustment corresponding to the amounts adopted by the Program; (ii) establishment, with the MPF,permission of the DoJ,affected party of the SECcriticality area 01, of a Program for Reparation of Damage to Properties resulting from the alleged depreciation of the property, as well as the alleged pain and suffering resulting from the inclusion of the property in the Map; (iii) engagement of independent and specialized firm to identify the alleged damage to properties if the affected party decides to remain in the area of criticality 01 of Version 5 of the Civil Defense Map; and (iv) engagement of independent and specialized technical advisory to provide support to the affected parties in the analysis of the scenarios and decision-making of their relocation or staying in the area. On the merits, they request confirmation of the preliminary injunctions.

On November 30, 2023, the judge rendered a decision granting the injunctive relief based on evidence of the plaintiffs. Against this decision, we proposed suspension of the preliminary injunction and filed an interlocutory appeal. On January 22, 2024, the decision rendered in the interlocutory appeal determined “the immediate suspension of the provisory execution determined by the trial court”, decision was maintained by the full court until the final and unappealable judgment of the interlocutory appeal.

The amount assigned to the case by the plaintiffs in the lawsuit is R$1 billion.

Public-interest civil action filed by the Labor Prosecutors’ Office of the State of Alagoas – ACP Labor:

On July 25, 2019, we were informed of a public-interest civil action filed against us by the Labor Prosecutors’ Office of the State of Alagoas, requesting a compensation of R$3.6 billion for damages that workers affected by the geological event might have suffered and an injunctive relief to freeze the amount of R$2.5 billion (“ACP Labor”). Parties reached an agreement on February 14, 2020, to terminate the claim, with the commitment from Braskem to invest R$40.0 million to fund a Business Recovery and Promotion of Educational Activities Program for residents and workers in the districts of Mutange, Bom Parto, Pinheiro and Bebedouro in Maceió, in the state of Alagoas. Such program consists in constructing day care centers and schools, implementing vocational training programs and providing support to the Civil Defense authorities in hiring qualified personnel for continuing the process of monitoring the areas at risk in these districts. Braskem fulfilled its obligation on March 3, 2020, and the OAGACP Labor was terminated.

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Public-Interest Civil Action filed by the Alagoas State Federal Prosecution Office – Social-environmental reparation:

In April, 2020, we became aware of the filing of another public-interest civil action by the Federal Prosecutors’ Office (“MPF”) against us and other parties, requesting indemnification for socio-environmental damages and other collectives damages, as well as the adoption of corrective and environmental compliance measures, with regardpreliminary injunction requiring the freezing of assets and profits not yet distributed, the set-up of a fund of R$3.1 billion for the benefit of social and environmental programs and emergency measures to certain mattersbe carried out, the posting of bonds in the amount of R$20.5 billion, the suspension of government financings and government incentives, as well as acceleration of existing indebtedness with BNDES (Federal Development Bank), among other obligations (“ACP Socio-environmental”). Parties reached an agreement to terminate the claim against Braskem on December 30, 2020 (“Agreement for Socio-environmental Remediation”).

According to the Agreement for Socio-environmental Remediation, the Company commits, primarily, to (i) adopt the necessary measures to stabilize the cavities and monitor the soil; (ii) repair, mitigate or compensate potential environmental impacts and damages resulting from salt mining activities (salt extraction) in the city of Maceió, defined after the conclusion of the Environmental Diagnosis, to be conducted by a specialized and independent company; and (iii) repair, mitigate or compensate for potential socio-urbanistic impacts and damages resulting from mining activities (salt extraction) in the city of Maceió, as detailed below.

Under the Agreement for Socio-environmental Remediation, the Company undertook the following measures:

·with respect to the stabilization of the cavities and monitoring of the soil, the Company will continue with the implementation of the measures of the mine closure planning presented by Braskem and approved by the ANM, whose measures can be adjusted until the stability of the subsidence phenomenon resulting from salt mining is verified;
·with respect to potential environmental impacts and damages resulting from the salt extraction activities in the city of Maceió a well-known expert and independent company was engaged to assess and recommend measures for repairment, mitigation or compensation of the environmental impacts that may be identified as a result of the salt extraction activities in the city of Maceió. The study and the second opinion report on the environmental planning were delivered to the MPF on June 30, 2022 and December 7, 2022, respectively, and will follow the procedures as per the agreement for final consolidation of the actions to be adopted in the mutual agreement between the Company and the MPF, but it is not possible to predict the outcome or if it will result in additional amounts other than those already recorded in the provision.. In February 2023, MPF expressed its agreement with this environmental plan, incorporating the suggestions provided in the additional report. Braskem initiated the actions foreseen by the plan, implementing the commitments established in the agreement and sharing the results of its actions with the authorities. Also it was agreed that the environmental diagnosis will be updated in December 2025. As one of the developments of the cavity 18 event, occurred in December, 2023, although alteration in lagoon's water quality has not been identified, according to the Agreement for Social-Environmental Reparation, the specialized company will prepare an amendment to the current environmental diagnosis report.
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·with respect to socio-urbanistic impacts and damages resulting from the salt extraction activities in the city of Maceió, the Company will allocate the total amount of R$1.28 billion to implement actions and measures in the vacated areas, and actions relating urban mobility and social compensation. For these social compensation actions and measures, on June 30, 2022, the Company filed with the MPF the report and the respective plan of social action that will be used as base to define the measures to be adopted. As of December 31, 2023, a total of 23 actions had already been approved, of which 2 are being implemented.
·moreover, the Company agreed under the Agreement for Socio-environmental Remediation: (i) to allocate the additional amount of R$300 million for social damages and collective moral damages indemnification and for eventual contingencies related to actions in the vacated areas and urban mobility actions; (ii) with the constitution of a secured interest on certain of the Company's assets in the amount of R$2.8 billion to replace the surety bond previously presented by Braskem to the Court in the amount of R$1 billion, as Material Fact disclosed on January 3, 2020; and (iii) to engage specialized consultants to support the definition of the measures established in the Agreement for Socio-environmental Remediation and to update the socio-environmental compliance program of the Company.

Public-Interest Civil Action filed by the Federal Public Defender’s Office (“DPU”): refusal of insurance within the scope of the Investigation.Housing Financial System (“SFH”):

On December 14, 2016,November 9, 2021 we were notified of a Public-interest Civil Action filed by Federal Public Defenders’ Office against insurers linked to SFH, financial agents, the regulatory agency and Braskem, questioning the denial of necessary insurance for contracts under the SFH to acquire properties located within a radius of 1 km outside the risk area defined by the version 4 map of Civil Defense authorities, which is the subject matter of the Residents PCA agreement. The main claim is only against the insurers, financial agents and the regulatory agency on the grounds that the refusal to contract the insurance is abusive and has no technical or legal grounds. There is a secondary and eventual claim to sentence Braskem to pay indemnification in an amount to be settled in the future, if the judge understands that the refusal somehow has grounds due to in the subsidence phenomenon. On January 10, 2024, a decision was rendered partially ordering the insurance companies to: (i) refrain from applying the safety margin beyond the risk area defined by the Civil Defense and engaging in unfair pricing and increases to avoid contracting insurance coverage for properties out of and next to the risk area, declaring that there were no denials/decreases in the insurance coverage based exclusively on the safety margin, (ii) call everyone who is interested to reassess the request for housing insurance. Braskem was not found guilty, however an appeal against this decision is possible. It is not possible to estimate the indemnification amount, which will depend on the evidence of damages submitted by people whose insurance was denied.

Public-Interest Civil Action filed by the Alagoas State Public Defender’s Office – Review of terms of the Flexal Agreement:

In October, 2022 we entered into an agreement for the Leniency Agreementimplementation of socioeconomic measures for the requalification of the Flexais region (“Flexais Agreement”) with the MPF.Federal Prosecutors’ Office (“MPF”), State Prosecutors’ Office (“MPE”), the Federal Public Defender’s Office (“DPU”) and the Municipality of Maceió for the adoption of actions for the requalification of the Flexais region, compensation to the Municipality of Maceió and payment of indemnification to the residents of this region. On October 26, 2022, the 3rd Federal Circuit in the State of Alagoas ratified the Flexais Agreement. As of December 21, 2016, we finalized formal agreements31, 2023, the amount of this action is R$1.9 billion.

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In March 2023, a public-interest civil action was filed by the State of Alagoas Public Defenders’ Office (“DPE”) against the Company, the Brazilian federal government, the State of Alagoas and the Municipality of Maceió seeking, among other claims, the revision of certain terms and conditions of the Flexais Agreement and requesting the inclusion of residents of the Flexais region who so choose, with the DoJ under whichconsequent reallocation of these residents and payment of compensation to such residents for moral and material damages. The amount attributed to this lawsuit is R$1.7 billion. On January 19, 2024, a decision was rendered judging partially valid the requests made by the DPE. The judge determined the following:

(i)deny the request for annulment of the clauses of Flexais Agreement, stating, however, that the settlement described in the agreement must be interpreted as a settlement until the date of execution of the agreement, and does not cover property damages related to real estates and their depreciation;
(ii)deny the request for payment of collective pain and suffering;
(iii)grant the payment for pain and suffering while the effects of social isolation persist. The judgment validated the parameters of the program provided in the Flexais Agreement, however it understood that the amounts paid in the program correspond to the period between October 2020 and the date the Flexais Agreement was entered into, therefore payments must continue until the effective requalification of the Flexais region;
(iv)grant the request for indemnity for property damages resulting from the real estate depreciation to be estimated during the phase of fulfillment of the judgment;
(v)determine the development of the case to adjudicate the request for relocation of residents, among others.

Public-Interest Civil Action filed by the Federation of Fishermen of the State of Alagoas (“FEPEAL”) and National Confederation of Fishermen and Aquaculturists (“CNPA”): Fishermen Reparation:

In August 2023, we agreed to plead guilty to aone-count criminal informationwere informed of the Public-Interest Civil Action filed by FEPEAL and CNPA (jointly the “Associations”) against the Company, seeking compensation for material damages (damages and loss of profit) and homogeneous individual and collective morals damages for the Associations and each of the alleged 8,493 affected fishermen represented by the Associations.

Among other requests, the Associations claim the payment of: (i) compensation for (a) individual and homogeneous moral damages suffered, in the United States District Court for the Eastern District of New York charging our company of violation of the anti-bribery provisions of the FCPA, and with the SEC under which we consented to the entry of a final judgment in a civil action brought by the SEC alleging civil violations of the anti-bribery, books and records and internal accounting controls provisions of the FCPA. In addition, on December 21, 2016, the OAG closed its investigation of these matters.

Under the Global Settlement, we agreed to pay to the governmental authorities in these jurisdictions an aggregate amount of approximately US$957 million (equivalent to approximately R$3.1 billion). Of the total fine established in the Global Settlement, our company has already paid approximately R$1.3 billion in the following manner:

US$94.9 million (R$296.6 million) to the DoJ on February 8, 2017;

US$65.0 million (R$206.5 million) to the SEC on April 27, 2017;

CHF30.2 million (R$104.4 million) to the OAG on June 27, 2017;

R$736.5 million to the MPF on July 6, 2017.

The outstanding amount of approximately R$1.7 billion will be paid in the following manner:

CHF64.3 million to the OAG in four equal annual50,000 and successive installments of CHF16.1 million due on June 30 of each year commencing in 2018; and

R$1.6 billion to the MPF in six annual installments adjusted for inflation by the variation in the IPCA inflation index due on January 30 of each year commencing in 2018. To guarantee payment of future installments, Braskem has provided a guaranty(b) material damages in the form of fixed assetsindividual and homogeneous loss of profits, in anthe amount equal to one annual installment.

The MPF will distribute the majorityof R$132,000 in both cases for each of the allegedly affected fishermen; (ii) compensation for collective moral damages for the Associations, in the amount it receives as restitutionof R$100,000; (iii) compensation for collective material damages to third parties for damages causedthe Associations, in the amount of R$750,000; and (iv) attorney fees in the amount of 20% on the value of the award.

Public-Interest Civil Action filed by the misconduct. UnderFederation of Fishermen of the State of Alagoas (“FEPEAL”): Fishermen Financial Assistance:

On December 13, 2023, we became aware of the ACP, with request for advance relief, filed by FEPEAL, which requested the payment of an emergency financial assistance to the fishermen who work in Mundaú Lagoon, in the monthly amount of R$1,946.75, while the prohibition imposed by Administrative Rule 77/CPAL of navigating in part of the Lagoon remains. As a result of negotiations between the parties of ACP and other institutions, started in December 2023, to enter into agreement about the topic, on February 7, 2024, the Agreement between Braskem, FEPEAL, CNPA and DPU was approved for the payment of indemnification for fishermen and shellfish collectors temporarily affected by restricted traffic of vessels in Mundaú Lagoon, in the perimeter determined by the Port Authority of Alagoas, for safety reasons. The agreement provides for the payment by Braskem the equivalent of three minimum wages to up to 1,870 professionals who are registered in the Ministry of Fishing and Agriculture (“MPA”) and can provide evidence of their work in the region. The approval led to dismissal of said ACP with substantive examination.

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Action against the Violation of a Constitutional Fundamental Right (“ADPF”) filed by the Alagoas State Governor:

On December 18, 2023, we were informed of the action claiming the violation of a constitutional fundamental right (ADPF) filed by the Alagoas State Governor before the Federal Supreme Court due to some clauses of the agreements entered into out-of-court and ratified in the records of the cases ACP Reparation for Residents, ACP Social-Environmental Reparation and Flexais Agreement, which deal with the settlement to the Company, as well as the acquisition and exploration of vacant properties.

On December 18, 2023, we presented a statement applying for the denial of the ADPF continuance. On January 10, 2024, the judge rapporteur determined the testimony of Braskem, Municipality of Maceió, State of Alagoas Prosecution Office, Alagoas State Defender’s Office and Federal Public Defender’s Office and the statement of the Office of the Attorney General and Office for the General Counsel for the Federal Government.

Indemnity Claim: Companhia Brasileira de Trens Urbanos (“CBTU”):

On February 2, 2021, we were notified of the filing of a lawsuit by Companhia Brasileira de Trens Urbanos (CBTU), initially requesting only a preliminary injunction for maintaining the terms of the Global Settlement,cooperation agreement previously signed by the parties. The request was denied in lower and appellate courts, given the fulfillment of the obligations undertaken by Braskem. On February 24, 2021, CBTU filed an amendment to the initial request claiming the payment of compensation for losses and damages in the amount of R$222 million and for moral damages in the amount of R$500 thousand, as well as the imposition of obligations, including the construction of a new rail line to replace the stretch that passed through the risk area. On December 31, 2023, the updated value of this lawsuit was R$1.46 billion. Braskem entered into a memorandum of understanding with CBTU to seek a consensual solution and suspend the lawsuit during the negotiation period and has made progress in the technical understanding about the topic. As a result of a joint petition filed by the parties, the lawsuit was suspended until June 2024.

Indemnity Claim: Pinheiro District Property:

On July 29, 2019, we arewere notified of an individual claim filed by Construtora Humberto Lobo, a construction company, seeking the payment of approximately R$151 million for damages related to the termination of a property purchase contract celebrated with Braskem and allegedly due to the geological event. A previous decision, on July 4, 2019, had issued a freeze order of R$4.8 million from Braskem’s assets. On October 15, 2019, the Court partially decided the claim to determine the immediate payment of R$4.5 million to the plaintiff. Braskem’s appeal against such decisions awaits ruling by the Court of Appeal and on July 5, 2023, a decision was rendered in favor of Braskem. It did not recognize the existence of the alleged loss of profits and alleged damage to the contractor’s image, only ordering the return of R$3 million by Braskem to the plaintiff, plus inflation adjustment, to be deducted from the amounts already received by Humberto Lobo during the lawsuit, amounting to R$4.5 million. The lawsuit is ongoing (on December 31, 2023, it amounts to R$500 thousand).

Indemnity Claim: State of Alagoas:

In March 2023, the State of Alagoas filed against us a lawsuit requesting compensation for alleged damages caused to the State. In addition, as a preliminary injunction, the State of Alagoas requested the cautionary blocking of R$1.1 billion in our bank accounts as a guarantee to indemnify for material and non-material damages resulting, among others claims, from the loss of properties within the risk area defined by the Civil Defense of Maceió, alleged investments initiated by the State of Alagoas and that would have become void unusable due to the evacuation of the risk area and alleged loss of tax revenue, with a request that such damages to be determined by a court appraiser. On April 19, 2023, this injunction relief request was accepted by the court, which ordered a cautionary blocking of approximately R$1.1 billion in our bank accounts. Upon presentation of a performance bond by us, on April 23, 2023, the Appellate Court suspended the effectiveness of the decision to block Braskem bank accounts, as previously issued by the Lower Court. On October 10, 2023, the trial court handed down summary judgment ordering Braskem to reimburse the amounts invested, public equipment and losses in tax collection as required by the State of Alagoas. The indemnity amounts must be set in the award calculation phase. The Company filed an appeal against the decision. On December 31, 2023, the amount of this action is R$1.4 billion. There is a performance bond pledged by the Company for this lawsuit in the amount of R$1.4 billion.

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Other individual actions: Indemnifications related to cooperate with these governmental authoritiesthe impacts of subsidence and improve our governance and anti-corruption compliance practices. We will also be subject to external monitorship for a periodrelocation of three years. The monitorship period may be terminated early or extended for up to one year at the authorities’ discretion depending on our compliance with the Global Settlement.

Employment and Occupational Health and Safety Proceedingsareas affected:

As of December 31, 2016, we were involved in approximately 632 employment and occupational health and safety proceedings. We have established a provision for these claims in an aggregate amount of R$207.8 million as of December 31, 2016. We do not believe that these proceedings will have a material adverse effect on our business, financial condition or operations.

Social Security

As of December 31, 2016, we were involved in several social security proceedings as to which the aggregate amount claimed2023, Braskem was approximately R$84 million. We believe that our chance of loss is possible and therefore have not established a provision for these claims.

Other Proceedings

As of December 31, 2016, we were a defendant in two civil suits filed by a former caustic soda distributor, its controlling shareholder and a former transporter for breach of a caustic soda distribution agreement. The damages claimedseveral individual claims, that, in these suits totaled R$174.6 million as of December 31, 2016. These suits are pending and we believe that our chance of loss is possible in this suit.

The Federal Prosecutor of Brasilia filed a public civil action for damages to federal highways caused by transport trucks with excess weight, and sought compensatory and punitive damages in an aggregate, involved the amount of approximately R$57.91.4 billion, filed in Brazil and abroad, seeking the payment of indemnifications directly or indirectly related to the geological event in Maceió.

Administrative Proceeding: Tax Assessment Notice issued by the Environment Institute of Alagoas State (“IMA”)

On December 4, 2023, the Environment Institute of Alagoas State (“IMA”) issued a fine of R$70 million asto the Company due to the alleged environmental degradation resulting from the soil displacement in the region where the mining front is closed in the municipality of March 31, 2016.Maceió. Considering that in 2019 Braskem had already been fined for the same event and legal grounds, a defense to the tax assessment notice was filed for bis in idem. The court granted temporary relief to prevent Braskem from using excess weightoriginal tax assessment notice of 2019 was closed with the signature of the Consent Decree (TAC) on federal highways, subject to penaltyDecember 23, 2023.

Instrument of Global Agreement with the Municipality of Maceió:

On July 21, 2023, it was ratified a Global Agreement with the Municipality of Maceió, which establishes, among other things: (a) payment of R$20,0001.7 billion as indemnity, compensation and full reimbursement for each infraction. This decisionany property and non-property damages caused to the Municipality of Maceió; (b) adherence of the Municipality of Maceió to the terms of the Socio-environmental Agreement, including the Social Actions Plan (PAS).

Parliamentary Inquiry Commission (“CPI”):

On December 13, 2023, the Federal Senate established a Parliamentary Inquiry Commission (“CPI”) regarding the geological event in Alagoas. The Company has been monitoring the matter.

Federal Police Investigation:

An investigation has been carried out under secrecy by the Federal Police in Alagoas for around four years. In December 2023, the Federal Police conducted search and seizure of documents under this investigation, named Salt Tears Operation. In this sense, we inform that it is currently under appeal. We believeand has always been at the disposal of authorities and that a loss in this claim is possible and have made no provision with respectit has been providing all the information related to this claim so far.salt mining during the investigation.

Dividends and Dividend Policy

Payment of Dividends

Our dividend distribution policy has historically included the distribution of periodic dividends, based on annual balance sheets approved by our board of directors. When we pay dividends on an annual basis, they are declared at our annual shareholders’ meeting, which we are required by the Brazilian CorporationCorporate Law and ourby-laws to hold by April 30 of each year. When we declare dividends, we are generally required to pay them within 60 days of declaring them unless the shareholders’ resolution establishes another payment date. In any event, ifIf we declare dividends, we must pay them by the end of the fiscal year for which they are declared. Any holder of record of shares at the time that a dividend is declared is entitled to receive dividends.dividends, unless another record date is approved. Our payment of annual dividends is based on our audited financial statements prepared for our preceding fiscal year. Pursuant to Brazilian Corporate Law, our by-laws and our dividend distribution policy, we have historically distributed annual dividends (except in years in which we have not had Adjusted Net Income or our management has informed the annual shareholders’ meeting that such payment is incompatible with our financial condition).

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Our Finance and Investments Committee will review, prior to the review by our board of directors, any management proposal regarding the distribution of dividends or interest on capital stock.

Our board of directors may declare interim dividends based on the accrued profits recorded or the realized profits in our annual or semi-annualinterim financial statements approved by our common shareholders.statements. In addition, we may pay dividends approved by our board of directors from net income based on our unaudited quarterlyinterim financial statements. TheseWe may pay dividends based on quarterly interim financial statements, provided that the sum of the dividends maypaid in each semester does not exceed the amounts included in our capital reserve accounts. We may set off any payment of interim dividends against the amount of the mandatory distributable amount for the year in which the interim dividends were paid.

The following table sets forth the dividends and/or interest attributable to shareholders’ equity paid to holders of our common shares, class “A” preferred shares and “class B” preferred shares since January 1, 20112020 inreaisand in U.S. dollars translated fromreaisat the commercial market selling rate in effect as of thetheir respective payment date.

  

Nominal Brazilian Currency per

US$ equivalent per

Year

Payment Date

Common
shares

Class A
Preferred
Shares

Class B
Preferred
Shares

Common
shares

Class A
Preferred
Shares

Class B
Preferred
Shares

2021May 2, 20221.71.70.330.33
2021December 20, 20217.547.540.611.321.320.11

      Nominal Brazilian Currency per   US$ equivalent per 

Year

  Payment Date  Common
shares
   Class A
Preferred
Shares
   Class B
Preferred
Shares
   Common
shares
   Class A
Preferred
Shares
   Class��B
Preferred
Shares
 

2014

  April 23, 2014   0.61    0.61    0.61    0.27    0.27    0.27 

2015

  April 23, 2015   0.61    0.61    0.61    0.20    0.20    0.20 

2016

  April 15, 2016   1.26    1.26    0.61    0.36    0.36    0.17 

2016

  October 11, 2016   1.26    1.26    1.26    0.39    0.39    0.39 

The following discussion summarizesBefore any allocation of dividends is made, 5% of Adjusted Net Income is allocated in accordance with Brazilian Corporate Law and our by-laws to the principal provisionslegal reserve, subject to the limits established in Brazilian Corporate Law. Our shareholders will be entitled to receive as mandatory dividend 25% of the Adjusted Net Income for the fiscal year, in accordance with Article 202 of Brazilian CorporationCorporate Law, except in a year in which our management has informed the annual shareholders’ meeting that such payment is incompatible with our financial condition, in which case such retained amount shall be allocated to a special reserve and distributed as soon as ourby-laws relating financial condition permits unless it is absorbed by subsequent losses.

Dividends are allocated to preferred shares as follows: (i) class A and class B preferred shares have the same priority in the distribution, in each fiscal year, of non-cumulative dividends corresponding to 6% of their unit value (as defined below); (ii) common shares are entitled to dividends only after payment of the priority dividend referred to in item (i) above; (iii) only common shares and class A preferred shares participate in the distribution of shares resulting from the incorporation of reserves into capital; and (iv) the “unit value” of shares is calculated by dividing the capital by the total outstanding shares (considering, for such effect, the total shares issued by the Company, including shares held in treasury).

The value of the priority dividend is calculated for the purposes of the mandatory dividend, but it is not limited by it, in accordance with Article 203 of Brazilian Corporate Law. Therefore, the priority dividend must be paid in full even if it is greater than the mandatory dividend, being limited only by the amount of net profit eligible for distribution.

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After payment of the priority dividend, if there is any remaining dividend to be distributed (mandatory and/or complementary), the remaining amount of the dividend will be allocated successively as follows: (i) upon payment to the common shares of a dividend up to the limit of the priority dividend, i.e., upon payment to each common share of up to 6% of the unit value (as defined above) of the shares; and (ii) if there is still an amount remaining, upon payment to the common shares and class A preferred shares, under equal condition, so that each common share or class A preferred share receives the same dividend. Class B preferred shares do not participate in the distribution of remaining amounts after payment of the priority dividend.

The annual shareholders meeting is responsible for considering and voting on the allocation of the Company’s net profit for the year, determined annually based on the audited financial statements, which must be held within the four months following the end of the fiscal year, based on proposal of our management. The Company may, as decided by the board of directors, declare interim dividends, as described above, subject to certain conditions established in section 5.2 of our dividend policy, as referred to above, including the requirement that a proposal for complementary dividend distribution must take into account the impact of such distribution on the Net Debt/EBITDA ratio of the Company measured in U.S. dollars and that such ratio, after any distribution, may not be greater than 2.5 times in the year of the distribution and in the two subsequent years, based on long- term projections of the Company, considering the risks of theses projection being lower. Without prejudice to the aforementioned, the Net Debt/EBITDA ratio may remain temporarily above 2.5 times during a period in which the Company is making strategic investments that create value for shareholders and there is an expectation of generating future cash flow that contributes to this leverage ratio returning to a level not greater than 2.5 times. In this scenario, the management of the Company will not make a proposal for complementary distributions.

The Company also may, by decision of the board of directors, pay interest attributableon capital payable to its shareholders, in accordance with Article 9, paragraph 7, of Brazilian Law No. 9,249/95 and the pertinent legislation.

Unless decided otherwise at the shareholders’ equity.meeting, the interim dividends and interest on capital payable (the latter based on the amount net of withholding income tax) are calculated towards the priority dividend and the mandatory dividend.

Pursuant to the Brazilian Corporate Law, dividend entitlements lapse after three years from the date their payment was due.

Calculation of Adjusted Net ProfitsIncome

At each annual shareholders’ meeting, our board of directors is required to recommend how to allocate our net profits for the preceding fiscal year, which recommendation our board of executive officers initially submits to our board of directors for approval. This allocation is subject to approval by our common shareholders. The Brazilian CorporationCorporate Law defines “net profits” for any fiscal year as our net income after income taxes for that fiscal year, net of any accumulated losses from prior fiscal years and any amounts allocated to employees’ participation in our net profits in that fiscal year. Under the Brazilian CorporationCorporate Law, our adjusted net profitsAdjusted Net Income available for distribution areis equal to our net profits in any fiscal year, reduced by amounts allocated to our legal reserve and other applicable reserves, and increased by any reversals of reserves that we constituted in prior years.

Reserve Accounts

Under the Brazilian Corporation Law and ourby-laws, we are required to maintain a legal reserve. In addition, we are permitted by the Brazilian Corporation Law to establish the following discretionary reserves:

a contingency reserve for an anticipated loss that is deemed probable in future years. Any amount so allocated in a previous year must be reversed in the fiscal year in which the loss had been anticipated if the loss does not occur as projected or charged off in the event that the anticipated loss occurs;

a reserve for investment projects, in an amount based on a capital expenditure budget approved by our shareholders;

an unrealized profit reserve described under “—Mandatory Distributions” below; and

a tax incentive investment reserve, included in our capital reserve accounts, in the amount of the reduction in our income tax obligations due to government tax incentive programs. See note 23 of our consolidated financial statements elsewhere in this annual report.

Allocations to each of these reserves (other than the legal reserve) are subject to approval by our common shareholders voting at our annual shareholders’ meeting.

Legal Reserve Account

Under the Brazilian Corporation Law and ourby-laws, we must allocate 5% of our net profits for each fiscal year to our legal reserve until the aggregate amount of our legal reserve equals 20% of ourpaid-in capital. However, we are not required to make any allocations to our legal reserve in a fiscal year in which our legal reserve, when added to our other reserves, exceeds 30% of our shareholders’ equity. As of December 31, 2016, we had a balance of R$232.3 million in our legal reserve account.

Dividend Preference of Preferred Shares

Under ourby-laws, our preferred shareholders are entitled to a Minimum Preferred Dividend, equal to 6% of the bookunit value (as defined above) of such shares, before dividends may be paid to our common shareholders. Distributions of dividends in any year are made:

first, to the holders of preferred shares, up to the amount of the Minimum Preferred Dividend for such year;
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then, to the holders of common shares, until the amount distributed in respect of each common share is equal to the amount distributed in respect of each preferred share; and
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thereafter, to the holders of our common shares and our class A preferred shares on a pro rata basis.
·first, to the holders of preferred shares, up to the amount of the Minimum Preferred Dividend for such year;
·then, to the holders of common shares, until the amount distributed in respect of each common share is equal to the amount distributed in respect of each preferred share; and
·thereafter, to the holders of our common shares and our class A preferred shares on a pro rata basis.

Our class B preferred shareholders are not entitled to receive any additional dividend amounts after they have received the preferential dividend.Minimum Preferred Dividend. If the Minimum Preferred Dividend is not paid for a period of three years, holders of preferred shares will be entitled to full voting rights.rights until the Minimum Preferred Dividend is paid.

Mandatory Distributions

As permitted by the Brazilian CorporationCorporate Law, ourby-laws specify that no less than 25% of our adjusted net profitsAdjusted Net Income for each fiscal year must be distributed to shareholders as dividends or interest attributable to shareholders’ equity. We refer to this amount as the mandatory distributable amount.

Under the Brazilian CorporationCorporate Law, the amount by which the mandatory distributable amount exceeds the “realized” portion of net income for any particular year may be allocated to the unrealized profit reserve, and the mandatory distribution may be limited to the “realized” portion of net income. The “realized” portion of net income

is the amount by which our net income exceeds the sum of (1) our net positive results, if any, from the equity method of accounting for earnings and losses of our subsidiaries and certain associated companies, and (2) the profits, gains or income obtained on transactions maturing after the end of the following fiscal year. As amounts allocated to the unrealized profit reserve are realized in subsequent years, and if not absorbed by subsequent losses, such amounts must be added to the dividend payment relating to the year of realization.

The Brazilian CorporationCorporate Law permits us to suspend the mandatory distribution if our board of directors reports to our annual shareholders’ meeting that the distribution would be incompatible with our financial condition at that time.time, provided that this does not affect the payment of the Minimum Preferred Dividend. Our fiscal council must approveopine on any suspension of the mandatory distribution. In addition, our management must report the reasons of any suspension of the mandatory distribution to the CVM. We must allocate net profits not distributed by our companyus as a result of a suspension to a special reserve and, if not absorbed by subsequent losses, we must distribute these amounts as soon as our financial condition permits. In case our profits reserves, as defined in the Brazilian CorporationCorporate Law, exceed our share capital, the excess must be credited to shareholders’ equity or used for the payment of distributions.

Interest Attributable to Shareholders’Shareholders Equity

Brazilian companies, including our company,us, are permitted to pay interest attributable to shareholders’ equity as an alternative form of payment of dividends to ourtheir shareholders. These payments may be deducted when calculating Brazilian income tax and social contribution tax. The interest rate applied to these distributions generally cannot exceed the TJLPlong-term interest rate (Taxa de Juros de Longo Prazo – TJLP) for the applicable period. The amount of interest paid that we can deduct for tax purposes cannot exceed the greater of:

50% of our net income (after the deduction of the provision for social contribution tax and before the deduction of the provision for corporate income tax) before taking into account any such distribution for the period for which the payment is made; and

·50% of our net income (after the deduction of the provision for social contribution tax and before the deduction of the provision for corporate income tax) before taking into account any such distribution for the period for which the payment is made; and
·50% of the sum of our retained earnings and profit reserves.
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Any payment of interest attributable to shareholders’ equity to holders of common shares, preferred shares or ADSs, whether or not they are Brazilian residents, is subject to Brazilian withholding tax at the rate of 15%, except that a 25% withholding tax rate applies if the recipient is a resident of a tax haven jurisdiction. A tax haven jurisdiction is a country (1)(i) that does not impose income tax or whose income tax rate is lower than 20% or (2)(ii) which does not permit disclosure of the identity of shareholders of entities organized under its jurisdiction. See “Item 10. Additional Information—Taxation—Brazilian Tax Considerations.” Under ourby-laws, we may include the amount distributed as interest attributable to shareholders’ equity, net of any withholding tax, as part of the mandatory distributable amount.

Public Tender Offer upon Sale of Control

Pursuant to our by-laws, all of our shares are entitled to tag along rights equivalent to 100% of the price paid in the event of a change of control, subject to certain exceptions set forth in article 12 of our by-laws. Notwithstanding the provisions of our by-laws, pursuant to the Brazilian Corporate Law, our common shares are entitled to tag along rights equivalent to at least 80% of the price paid for such common shares in the event of a change of control.

Significant Changes

Other than as disclosed in this annual report, no significant change has occurred since the date of the audited consolidated financial statements included in this annual report.

ITEM 9. THE OFFER AND LISTING

ITEM 9. THE OFFER AND LISTING

Markets for Our Equity Securities

The principal trading market for our common shares, class A preferred shares and class B preferred shares is the BM&FBOVESPA,B3, where they are traded under the symbols “BRKM3,” “BRKM5” and “BRKM6,” respectively. Our common shares and class A preferred shares began trading on the B3 (formerly the BM&FBOVESPA&FBOVESPA) on November 11, 1980, and our class B preferred shares began trading on the BM&FBOVESPAB3 on August 19, 1983.

On December 21, 1998, ADSs representing our class A preferred shares began trading on the NYSE. Our ADSs are traded under the symbol “BAK.” OnAs of December 31, 2016,2021, there were 23,031,91231,233,303 ADSs outstanding, representing 46,063,82462,466,606 class A preferred shares, or 13.4%23.5% of our outstanding class A preferred shares. Each ADS represents two class A preferred shares.

On October 8, 2003, we listed our class A preferred shares on the LATIBEX, a stock market for Latin American issuers that is quoted in eurosEuros on the Madrid Stock Exchange, under the symbol “XBRK.” Our class A preferred shares are traded on the LATIBEX in lots of one share.

Price History of Our Class A Preferred Shares and the ADSs

The tables below set forth the high and low closing sales prices and the approximate average daily trading volume for our class A preferred shares on the BM&FBOVESPA and the high and low closing sales prices and the approximate average daily trading volume for the ADSs on the NYSE for the periods indicated.

   BM&FBOVESPA   NYSE 
   Closing Price per
Class A Preferred Share
   Closing Price per ADS 
   High   Low   High   Low 
   (inreais)   (in U.S. dollars) 

2012

  R$16.60   R$10.48   US$18.58   US$10.54 

2013

   21.18    13.32    18.40    13.34 

2014

   20.61    13.73    17.41    12.30 

2015

   29.36    9.83    15.01    6.22 

2016

   34.39    17.36    21.21    10.21 
   BM&FBOVESPA   NYSE 
   Closing Price per
Class A Preferred Share
   Closing Price per ADS 
   High   Low   High   Low 
   (inreais)   (in U.S. dollars) 

2015

        

First Quarter

  R$17.41   R$10.35   US$12.82   US$6.53 

Second Quarter

   14.97    10.46    10.03    6.66 

Third Quarter

   16.80    10.83    8.43    6.42 

Fourth Quarter

   29.36    17.45    15.01    8.72 

2016

        

First Quarter

   24.98    20.60    13.85    10.21 

Second Quarter

   24.25    17.97    13.75    10.44 

Third Quarter

   24.30    17.36    14.96    10.48 

Fourth Quarter

   34.39    23.54    21.21    14.48 

2017

        

First Quarter

   36.42    30.40    22.84    19.17 

Second Quarter

   34.81    31.03    21.95    18.99 

   BM&FBOVESPA   NYSE 
   Closing Price per
Class A Preferred Share
   Closing Price per ADS 
   High   Low   High   Low 
   (inreais)   (in U.S. dollars) 

Most Recent Six Months

        

March 2017

  R$32.68   R$30.40   R$21.16   R$19.17 

April 2017

   34.14    31.03    21.11    19.21 

May 2017

   34.81    31.42    21.95    18.99 

June 2017

   34.74    31.93    21.36    19.14 

July 2017

   39.88    34.10    25.45    20.39 

August 2017

   40.00    37.15    25.59    23.55 

September 2017 (through September 21)

   44.94    38.30    28.58    24.41 

Source: Economática Ltda/Bloomberg

On September 21, 2017, the closing sales price of:

our class A preferred shares on the BM&FBOVESPA was R$44.33 per share;

our class A preferred shares on the LATIBEX was €10.92 per share; and

the ADSs on the NYSE was US$28.10 per ADS.

Regulation of Brazilian Securities Markets

The Brazilian securities markets are regulated by the CVM, which has regulatory authority over the stock exchanges and the securities markets generally, the National Monetary Council and the Central Bank, which has, among other powers, licensing authority over brokerage firms and which regulates foreign investment and foreign exchange transactions. The Brazilian securities markets are governed by (1) Law No. 6,385, as amended and supplemented, which is the principal law governing the Brazilian securities markets and which we refer to as the Brazilian Securities Law; (2) the Brazilian CorporationCorporate Law; and (3) the regulations issued by the CVM, the National Monetary Council and the Central Bank.

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Trading on the BM&FBOVESPAB3

Overview of the BM&FBOVESPAB3

In 2000, theBolsa de Valores de São Paulo S.A. – BVSP (the São Paulo Stock Exchange), or B3 (former BM&FBOVESPA),BOVESPA was reorganized through the execution of memoranda of understanding by the Brazilian stock exchanges. Following this reorganization, the BM&FBOVESPABOVESPA was anon-profit entity owned by its member brokerage firms and trading on the BM&FBOVESPABOVESPA was limited to these membermembers brokerage firms and a limited number of authorized nonmembers. Under the memoranda, all securities are now traded only on the BM&FBOVESPA, with the exception ofBOVESPA, except for electronically traded public debt securities and privatization auctions, which are traded on the Rio de Janeiro Stock Exchange.

In August 2007, the BOVESPA underwent a corporate restructuring that resulted in the creation of BOVESPA Holding S.A., a public corporation, whose wholly owned subsidiaries were (1) the BOVESPA, which is responsible for the operations of the stock exchange and the organized over-the-counter markets, and (2) the Brazilian Settlement and Custodial Company (Companhia Brasileira de Liquidação e Custódia), or CBLC, which is responsible for settlement, clearing and depositary services. In the corporate restructuring, all holders of membership certificates of the BOVESPA and of shares of CBLC became shareholders of BOVESPA Holding S.A. As a result of the corporate restructuring, access to the trading and other services rendered by the BOVESPA is not conditioned on stock ownership in BOVESPA Holding S.A. In May 2008, the BOVESPA merged with the Commodities and Futures Exchange (Bolsa de Mercadorias & Futuros) to form the BM&FBOVESPA. In November 2008, the CBLC merged with the BM&FBOVESPA. As a result, the BM&FBOVESPA performed its own settlement, clearing and depositary services.

On March 30, 2017, the BM&FBOVESPA merged with CETIP, a provider of financial services for the organized over-the-counter market, to form the B3 – Brasil Bolsa Balcão S.A., or B3.

Regulation of Foreign Investments

Trading on the BM&FBOVESPAB3 by a holder not deemed to be domiciled in Brazil for Brazilian tax and regulatory purposes or anon-Brazilian holder,(a “non-Brazilian holder”) is subject to certain limitations under Brazilian foreign investment regulations. With limited exceptions,non-Brazilian holders may trade on the BM&FBOVESPAB3 only in accordance with the requirements of Resolution No. 4,373 of the Brazilian National Monetary Council. Resolution No. 4,373 requires that securities held bynon-Brazilian holders be maintained in the custody of, or in deposit accounts with, financial institutions that are authorized by the Brazilian Central Bank and the CVM. In addition, Resolution No. 4,373 requiresnon-Brazilian holders to restrict their securities trading to transactions on the BM&FBOVESPAB3 or qualifiedover-the-

counter over-the-counter markets. With limited exceptions,non-Brazilian holders may not transfer the ownership of investments made under Resolution No. 4,373 to othernon-Brazilian holders through private transactions. See “Item

ITEM 10. Additional Information—Exchange Controls” for further information about Resolution 4,373, and “Item 10. Additional Information—Taxation—Brazilian Tax Considerations—Taxation of Gains in Brazil” for a description of certain tax benefits extended tonon-Brazilian holders who qualify under Resolution No. 4,373.

ADDITIONAL INFORMATION

ITEM 10. ADDITIONAL INFORMATION

General

As of September 21, 2017, we had outstanding share capital of R$8,043,222, equal to 797,257,604 total shares consisting of 451,668,652 common shares, 345,010,622 class A preferred shares and 578,330 class B preferred shares, including 1,234,758 class A preferred shares held in treasury. All of our share capital is fully paid. All of our shares are without par value. Under the Brazilian Corporation Law, the aggregate number of ournon-voting and limited voting class A and class B preferred shares may not exceedtwo-thirds of our total outstanding share capital.

Description of Our Company’sBy-laws

The following is a summary of the material provisions of ourby-laws and of the Brazilian CorporationCorporate Law. In Brazil, a company’sby-laws (estatuto social) is the principal governing document of a corporation (sociedade por ações).

Corporate Purposes

Article 2 of ourby-laws establishes our corporate purposes to include:

·the manufacture, trading, import and export of chemical and petrochemical products and petrochemical derivatives;
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·the production, distribution and trading of utilities such as: steam, water, compressed air, industrial gases, as well as the provision of industrial services;
·the production, distribution and trading of electricity for its own consumption and that of other companies;
·holdings of equity stakes in other companies, pursuant to the Brazilian Law No. 6,404/1976 (the “Brazilian Corporate Law”), as a holder of quotas or shares;
·the manufacture, distribution, trading, import and export of gasoline, diesel oil, liquefied petroleum gas, and other oil derivatives.
·the transportation, representation and consignment of petrochemical products and by-products, compounds and derivatives, such as polypropylene, polypropylene films, polyethylene, elastomers and their respective manufactured products;
·the free lease or loan of assets that are owned or possessed thereby because of a commercial leasing agreement, provided that this is carried out as an ancillary activity to the main corporate purpose of our Company; and
·the provision of services related to the activities above.

the manufacture, trading, import and export of chemical and petrochemical products and petrochemical derivatives;

the production, distribution and trading of utilities such as: steam, water, compressed air, industrial gases, as well as the provision of industrial services;

the production, distribution and trading of electricity for its own consumption and that of other companies;

holdings of equity stakes in other companies, pursuant to Law No. 6,404/76, as a holder of quotas or shares; and

the manufacture, distribution, trading, import and export of gasoline, diesel oil, LPG and other oil derivatives.

Board of Directors

Under the Brazilian CorporationCorporate Law, any matters subject to the approval of our board of directors can be approved by a simple majority of votes of the members present at a duly convened meeting, unless ourby-laws otherwise specify. Under ourby-laws, our board of directors may only deliberate if a majority of its members are present at a duly convened meeting. Any resolutions of our board of directors may be approved by the affirmative vote of a majority of the members present at the meeting; provided, however, that certain matters may only be approved by mutual agreement between the parties under the Braskem S.A. Shareholders’ Agreement. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Shareholders Agreements—Braskem S.A. Shareholders’ Agreement.” The majority of the members of our board of directors are elected by Novonor. However, at least 20% of the Odebrecht Group.members of our board of directors must be independent directors. In addition, any director appointed by a shareholder pursuant to a shareholdersshareholder’s agreement is bound by the terms of such agreement. See “Item 7. Major Shareholders and Related Party Transactions—Major Shareholders—Shareholders Agreements.” The members of our board of directors are elected at general meetings of shareholders for concurrenttwo-year terms. Ourby-laws do not require the members of our board of directors to be a resident in Brazil or a shareholderbecome our shareholders. Under our by-laws, the shareholders of our company. The Brazilian Corporation Law requires each of our executive officers to be residents of Brazil. Under ourby-laws, our common shareholdersshares approve the aggregate compensation payable to our directors, executive officers, and members of our fiscal council. Subject to this approval, our board of directors establishes the compensation of its members and of our executive officers. See “Item 6. Directors, Senior Management and Employees—Compensation.” Neither the Brazilian CorporationCorporate Law nor ourby-laws establish any mandatory retirement age for our directors or executive officers.

Compliance

Our by-laws provide for a Compliance and Audit Committee comprised of: (i) three (3) independent members of our board of directors under the terms of the Company’s own policy; and (ii) two (2) members that are not also members of the board of directors, and who must be independent members, under the terms of CVM Resolution No. 23/21, or any other regulation that may replace it, and will be chosen by the board of directors among those nominees indicated on a list to be submitted by the Chairman of the board of directors, prepared by a specialized company with recognized experience. Shareholders are not allowed to nominate members. In addition, our compliance department, led by our Chief Compliance Officer, has a full-line report directly to the Compliance and Audit Committee and a dotted-line report to the CEO of our Company. See “Item 6—Directors, Senior Management and Employees—Directors and Senior Management—Board Committees—Compliance Committee.”

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Share Capital

Under the Brazilian CorporationCorporate Law and under our by-laws, the number of issued and outstandingnon-voting shares or shares with limited voting rights, such as our class A preferred shares and class B preferred shares, may not exceed fifty percent of total outstanding share capital; however, ourby-laws state that such amount shall not exceed two thirds of total outstanding share capital. Each of our common shares entitles its holder to one vote at our shareholders’ meetings. Holders of our common shares are not entitled to any preference in respect of our dividends or other distributions or otherwise in case of our liquidation. Our class A preferred shares and class B preferred shares arenon-voting, except in limited circumstances, and have priority over our common shares in the case of our liquidation. See “—Voting Rights” rightsfor information regarding the voting rights of our preferred shares, “—Liquidation” for information regarding the liquidation preferences of our preferred shares, and “Item 8. Financial Information—Dividends and Dividend Policy—Calculation of Adjusted Net Profits”Income” and “Item 8. Financial Information—Dividends and Dividend Policy—Dividend Preference of Preferred Shares” for information regarding the distribution preferences of our preferred shares.

Shareholders’ Meetings

Under the Brazilian CorporationCorporate Law and our by-laws, we must hold an annual shareholders’ meeting by April 30 of each year in order to:

approve or reject the financial statements approved by our board of directors and board of executive officers, including any recommendation by our board of directors for the allocation of net profits and distribution of dividends; and

elect members of our board of directors (upon expiration of theirtwo-year term) and members of our fiscal council, subject to the right of minority shareholders to elect members of our board of directors and our fiscal council.
·approve or reject the management financial plan (prestação de contas) and financial statements approved by our board of directors and prepared by the board of executive officers;
·approve or reject the allocation of net profits and distribution of dividends, if applicable;
·elect members of our board of directors (upon expiration of their two-year term) and members of our fiscal council, subject to the right of minority shareholders to elect members of our board of directors and our fiscal council; and
·approve or reject the annual aggregate compensation of our executive officers and directors, as well as the compensation of the members of the Company’s fiscal council.

In addition to the annual shareholders’ meetings, holders of our common shares have the power to determine any matters related to changes in our corporate purposes and to pass any resolutions they deem necessary to protect and enhance our development whenever our interests so require, by means of extraordinary shareholders’ meetings.

Under the Brazilian CorporationCorporate Law, the holders of our common shares have the power, among other powers, to vote at shareholders’ meetings to:

·amend our by-laws;
·approve any capital increase in excess of the amount of our authorized capital;
·approve any capital reduction;
·accept or reject the valuation of assets contributed by any of our shareholders in exchange for the issuance of our share capital;
amend ourby-laws;

approve any capital increase in excess of the amount of our authorized capital;

approve any capital reduction;

accept or reject the valuation of assets contributed by any of our shareholders in exchange for the issuance of our share capital;

suspend the rights of any of our shareholders in default of their obligations established by law or by ourby-laws;

authorize the issuance of convertible debentures;

approve any reorganization of our legal form or any merger, consolidation orspin-off involving us;

authorize our dissolution and liquidation, the election and dismissal of liquidators appointed in connection with any dissolution or liquidation of our company, and the examination of the liquidators’ accounts;

participate in a centralized group of companies (as defined under the Brazilian Corporation Law);

approve the aggregate compensation payable to our directors and executive officers;

 
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·suspend the rights of any of our shareholders in default of their obligations established by law or by our by-laws;
·authorize the issuance of convertible debentures, in excess of the amount of our authorized capital;
·approve any reorganization of our legal form or any merger, consolidation or spin-off involving us;
·authorize our dissolution and liquidation, the election and dismissal of liquidators appointed in connection with any dissolution or liquidation of our Company, and the examination of the liquidators’ accounts;
·participate in a centralized group of companies (as defined under the Brazilian Corporate Law);
·approve the aggregate compensation payable to our directors and executive officers;
·authorize management to declare us insolvent or bankrupt and to request aconcordata(ajudicial reorganization (recuperação judicial) (a procedure involving our protection from our creditors similar in many respects to a reorganization under the U.S. bankruptcy code);

elect and substitute members of our board of directors and fiscal council;

modify the number of members our board of directors;

alter our dividend policy; and

authorize the delisting of our shares.
·elect and substitute members of our board of directors and fiscal council;
·modify the number of members on our board of directors;
·alter our dividend policy; and
·authorize the delisting of our shares.

We convene our shareholders’ meetings, including our annual shareholders’ meeting, by publishing a notice in theDiário Oficial do Estado da Bahia,in at least one additionala newspaper designated by our shareholders with general circulation in Bahia, where we maintain our registered office. OnRecently enacted rules have made publication requirements more flexible and less onerous. As a general rule, on the first call of any meeting, the notice must be published no fewer than three times, beginning at least 1521 calendar days prior to the scheduled meeting date. Due to certain remote voting requirements, we convene our annual shareholders’ meetings at least 30 days prior to the scheduled meeting date. The notice must contain the meeting’s place, date, time, agenda and, in the case of a proposed amendment to ourby-laws, a description of the subject matter of the proposed amendment.

In order for a valid action to be taken at a shareholders’ meeting, shareholders representing at least 25% of our issued and outstanding voting share capital must be present on first call. However, shareholders representing at leasttwo-thirds of our issued and outstanding voting share capital must be present at a shareholders’ meeting called to amend ourby-laws. If a quorum is not present, our board of directors may issue a second call by publishing a notice as described above at least eight calendar days prior to the scheduled meeting. The quorum requirements do not apply to a meeting held on the second call, and the shareholders’ meetings may be convened with the presence of shareholders representing any number of shares (subject to the voting requirements for certain matters described below). A shareholder without a right to vote may attend a shareholders’ meeting and take part in the discussion of matters submitted for consideration.

Voting Rights

Under the Brazilian CorporationCorporate Law and ourby-laws, each of our common shares entitles its holder to one vote at our shareholders’ meetings. Our preferred shares generally do not confer voting rights, except in theunder certain limited circumstances. We may not restrain or deny any voting rights without the consent of the majority of the shares affected. Whenever the shares of any class of share capital are entitled to vote, each share is entitled to one vote.

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Holders of our preferred shares are not entitled to vote on any matter, except (i) with respect to the election of one member of our board of directors by (1) preferred shareholders holding at least 10% of our total share capital, or, (2) if no group of common or preferred shareholders meets the thresholds described above, shareholders holding at least 10% of our total share capital, and (ii) in the limited circumstances described above and as provided below. Preferred shareholders are also entitled to appoint one member of the fiscal council and the respective alternate.

The Brazilian Corporate Law and our by-laws provide that our preferred shares will acquire unrestricted voting rights after the third consecutive fiscal year that we fail to pay the minimum dividends to which our preferred shares are entitled. This voting right will continue until the Minimum Preferred Dividend is paid in full. Our preferred shareholders will also obtain unrestricted voting rights if we enter into a liquidation process.

Liquidation

We may be liquidated in accordance with the provisions of Brazilian law. In the event of our extrajudicial liquidation, a shareholders’ meeting will determine the manner of our liquidation, appoint our liquidator and our fiscal council that will function during the liquidation period.

Upon our liquidation, our preferred shares have a liquidation preference over our common shares in respect of the distribution of our net assets. In the event of our liquidation, the assets available for distribution to our shareholders would be distributed first to our preferred shareholders in an amount equal to their pro rata share of our legal capital, prior to making any distributions to our common shareholders. If the assets to be so distributed are insufficient to fully compensate our preferred shareholders for their legal capital, each of our preferred shareholders would receive a pro rata amount (based on their pro rata share of our legal capital, excluding our common shares in such calculation) of any assets available for distribution.

Preemptive Rights

Under the Brazilian CorporationCorporate Law, each of our common and class A preferred shareholders has a general preemptive right to subscribe for our shares or securities convertible into our shares in any capital increase, in proportion to the number of our shares held by such shareholder. In accordance with the applicable legislation and ourby-laws, the holders of class B preferred shares (which are special shares paid up with resources provided for in certain tax incentive legislation), the holders of such class B preferred shares do not have preemptive rights in case of any capital increase.increases resulting from capitalization of profits or reserves (bonus shares). In the event of a capital increase that would maintain or increase the proportion of our capital represented by our class A preferred shares, holders of our class A preferred shares would have preemptive rights to subscribe to newly issued class A preferred shares only. In the event of a capital increase that would reduce the proportion of our capital represented by our class A preferred shares, holders of such preferred shares would have preemptive rights to subscribe to any new class A preferred shares in proportion to the number of our shares that they hold, and to our common shares only to the extent necessary to prevent dilution of their interests in our total capital.

Under ourby-laws, except when issuing voting shares or securities convertible into voting shares, our board of directors or our shareholders, as the case may be, may decide to reduce the term of preemptive rights or not to extend preemptive rights to our shareholders with respect to any issuance of ournon-voting shares, debentures

convertible into our shares or warrants made in connection with a public exchange made to acquire control of another company or in connection with a public offering or through a stock exchange. The preemptive rights are transferable and must be exercised within a period of at least 30 days following the publication of notice of the issuance of shares or securities convertible into our shares. Holders of the ADSs may not be able to exercise the preemptive rights relating to our class A preferred shares underlying their ADSs unless a registration statement under the Securities Act, is effective with respect to those rights and the securities to which the rights relate or an exemption from the registration requirements of the Securities Act is available. We are not obligated to file a registration statement with respect to the shares relating to these preemptive rights or to take any other action to make preemptive rights available to holders of the ADSs, and we may not file any such registration statement.

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Redemption, Amortization and Tender Offers and Rights of Withdrawal

Ourby-laws or our shareholders at a shareholders’ meeting may authorize us to use our profits or reserves to redeem or amortize our shares in accordance with conditions and procedures established for such redemption or amortization. The Brazilian CorporationCorporate Law defines “redemption” (resgate de ações) as the payment of the value of the shares in order to permanently remove such shares from circulation, with or without a corresponding reduction of our share capital. The Brazilian CorporationCorporate Law defines “amortization” (amortização) as the distribution to the shareholders, without a corresponding capital reduction, of amounts that they would otherwise receive if we were liquidated. If an amortization distribution has been paid prior to our liquidation, then upon our liquidation, the shareholders who did not receive an amortization distribution will have a preference equal to the amount of the amortization distribution in the distribution of our capital.

The Brazilian CorporationCorporate Law authorizes us, by means of a decision made at our shareholders’ meeting, to redeem shares not held by our controlling shareholders,shareholder, if, after a tender offer effected as a consequence of delisting, or a substantial reduction in the liquidity of our shares, our controlling shareholders increase theirshareholder increases its participation in our total share capital to more than 95%. The redemption price in such case would be the same price paid for our shares in any such tender offer.

Rights of Withdrawal

The Brazilian CorporationCorporate Law provides that, in certain limited circumstances, a dissenting shareholder may withdraw its equity interest from our companyCompany and be reimbursed by us for the book value of our common or preferred shares that it then holds.

This right of withdrawal may be exercised by the holders of the adversely affected common or preferred shares if we decide:

to create a new class of our preferred shares with greater privileges than the existing classes of our preferred shares;

to increase an existing class of our preferred shares relative to the other classes of our preferred shares (unless such actions are provided for or authorized by ourby-laws); or

to modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of our preferred shares.
·to create a new class of our preferred shares with greater privileges than the existing classes of our preferred shares;
·to increase an existing class of our preferred shares relative to the other classes of our preferred shares (unless such actions are provided for or authorized by our by-laws); or
·to modify a preference, privilege or condition of redemption or amortization conferred on one or more classes of our preferred shares.

In addition, holders of our common and preferred shares may exercise their right of withdrawal if we decide to undertake any of the following actions:

to merge with another company or to consolidate with another company in a transaction in which our company is not the surviving entity;

·to merge with another company or to consolidate with another company in a transaction in which our Company is not the surviving entity;
·to transfer all of our shares to another company or to acquire all of the shares of another company in exchange for their or our shares (“incorporação de açõeses”);

·to participate in a centralized group of companies as defined under the Brazilian Corporate Law;
·to reduce the mandatory distribution of dividends;
·to change our corporate purposes; or
to participate in a centralized group of companies as defined under the Brazilian Corporation Law;
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to change our corporate purposes; or

tospin-off a portion of our company.
·to spin-off a portion of our Company.

Only shareholders who own shares on the date of publication of the first notice convening the relevant shareholders’ meeting or the press release concerning the relevant shareholders’ meeting is published, whichever is earlier, will be entitled to withdrawal rights.

Shareholders will not be entitled to this right of withdrawal if the shares of the entity resulting from a merger, incorporation, consolidation of our companyCompany or participation of our companyCompany in a group of companies have minimala minimum level of market liquidity and are dispersed among a sufficient number of shareholders. For this purpose, shares that are part of general indices representative of portfolios of securities traded in Brazil or abroad are considered liquid, and sufficient dispersion will exist if the controlling shareholder holds less than half of the class and type of the outstanding shares. In case of aspin-off, the right of withdrawal will only exist if there is a significant change in the corporate purpose or a reduction in the mandatory dividend.

The redemption of shares arising out of the exercise of any withdrawal rights would be made at book value per share, determined on the basis of their most recent audited balance sheet approved by our dissenting shareholders. However, if the shareholders’ meeting approving the action that gave rise to withdrawal rights occurred more than 60 days after the date of the most recent approved audited balance sheet, a shareholder may demand that its shares be valued on the basis of a balance sheet prepared specifically for this purpose. The right of withdrawal lapses 30 days after the date of publication of the minutes of the shareholders’ meeting that approved one of the matters described above. Our shareholders may reconsider any resolution giving rise to withdrawal rights within 10 days following the expiration date for such rights if we believe that the withdrawal of shares of dissenting shareholders would jeopardize our financial stability.

Disclosures of Share Ownership

Brazilian regulations require that (1) each of(i) our controlling shareholders,shareholder, directly or indirectly, (2)(ii) shareholders who have elected members of our board of directors or fiscal council, and (3)(iii) any person or group of persons representing a person that has directly or indirectly acquired or sold an interest that exceeds upwards or downwards, the threshold of 5%, 10%, 15%, and so on, of the total numberany class or type of shares of our shares of any type or classcapital stock to disclose its or their share ownership or divestment to the CVM and to the BM&FBOVESPA.São Paulo Stock Exchange (Brasil, Bolsa, Balcão – B3).

Form and Transfer

Our preferred shares and common shares are held in book-entry form, registered in the name of each shareholder or its nominee. The transfer of our shares is governed by Article 35 of the Brazilian CorporationCorporate Law, which provides that a transfer of shares is effected by our transfer agent, Banco Itaú S.A., by an entry made by the transfer agent in its books, upon presentation of valid written share transfer instructions to us by a transferor or its representative. When preferred shares or common shares are acquired or sold on a Brazilian stock exchange, the transfer is effected on the records of our transfer agent by a representative of a brokerage firm or the stock exchange’s clearing system. The transfer agent also performs all the services of safe-keeping of our shares. Transfers of our shares by anon-Brazilian investor are made in the same manner and are executed on the investor’s behalf by the investor’s local agent. If the original investment was registered with the Brazilian Central Bank pursuant to foreign investment regulations, thenon-Brazilian investor is also required to amend, if necessary, through its local agent, the electronic certificate of registration to reflect the new ownership.

The BM&FBOVESPAB3 operates a central clearing system. A holder of our shares may choose, at its discretion, to participate in this system, and all shares that such shareholder elects to be put into the clearing system are deposited in custody with the clearing and settlement chamber of the BM&FBOVESPAB3 (through a Brazilian institution that is duly authorized to operate by the Brazilian Central Bank and maintains a clearing account with the clearing and settlement chamber of the BM&FBOVESPA)B3). Shares subject to the custody of the clearing and settlement chamber of the BM&FBOVESPAB3 are noted as such in our registry of shareholders. Each participating shareholder will, in turn, be registered in the register of the clearing and settlement chamber of the BM&FBOVESPAB3 and will be treated in the same manner as shareholders registered in our books.

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Material Contracts

We have not entered into any material contracts, other than those described elsewhere in this annual report or entered into in the ordinary course of business. For additional information about material agreements that we have recently entered into, please see “Item 5. Operating and Financial Review and Prospects—Recent Developments” and “—Liquidity and Capital Resources” and “Item 7. Major Shareholders and Related Party Transactions—Related Party Transactions.”

Exchange Controls

There are no restrictions on ownership or voting of our capital stock by individuals or legal entities domiciled outside Brazil. However, the right to convert dividend payments, interest on shareholders’ equity payments and proceeds from the sale of our share capital into foreign currency and to remit such amounts outside Brazil is subject to restrictionsexchange control procedures under foreign investment legislation and foreign exchange regulations, which generally require, among other things, the registration of the relevant investment with the Brazilian Central Bank andand/or the CVM.CVM, as the case may be.

Investments in our class A preferred shares by (1)(i) a holder not deemed to be domiciled in Brazil for Brazilian tax purposes, (2)(ii) anon-Brazilian holder who is registered with the CVM under Annex I of Resolution No. 2,689,4,373 or (3)(iii) the depositary,Depositary (as defined herein), are eligible for registration with the Brazilian Central Bank. This registration (the amount so registered is referred to as registered capital) allows the remittance outside Brazil of foreign currency, converted at the commercial market rate, acquired with the proceeds of distributions on, and amounts realized through, dispositions of our class A preferred shares.

Depositary Receipts (Annex II of Resolution No. 1,9274,373)

Annex II of Resolution No. 4,373 of the National Monetary Council, as amended, provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. It restates and amends Annex V to Resolution No. 1,289 of the National Monetary Council, known as the Annex V Regulations. The ADS program was approved under the Annex V Regulations by the Central Bank and the CVM prior to the issuance of the ADSs. Accordingly, as a general rule, the proceeds from the sale of ADSs by ADSnon-Brazilian resident holders of ADSs outside Brazil are not subject to Brazilian foreign investment controls, and holders of the ADSs who are not residentdomiciled in a “tax haven”favorable tax haven jurisdiction are entitled to favorable tax treatment. See “—Taxation—Brazilian Tax Considerations.”

We pay dividends and other cash distributions with respect to our class A preferred shares in reais. We have obtained an electronic certificate of foreign capital registration from the Central Bank in the name of the depositary with respect to our ADSs to be maintained by the custodian on behalf of the depositary.custodian. Pursuant to this registration, the custodian is able to convert dividends and other distributions with respect to our class A preferred shares represented by ADSsADRs into foreign currency and remit the proceeds outside Brazil to the depositary so that the depositary may distribute these proceeds to the holders of record of the ADSs.

Foreign Direct Investment and Portfolio Investment

Investors (individuals, legal entities, mutual funds, and other collective investment entities) domiciled, residing or headquartered outside Brazil may register their investments in our capital stock as foreign portfolio investments under Annex I of Resolution No. 4,373 (described below) or as foreign direct investments under Law No. 4,131 (described below). Registration under Annex I of Resolution No. 2,6894,373 or Law No. 4,131 generally enables the conversion of dividends, other distributions and sales proceeds received in connection with registered investments into foreign currency and the remittance of such amounts outside Brazil.

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Registration under Annex I of Resolution No. 4,373 affords favorable tax treatment tonon-Brazilian portfolio investors who are not resident in afavorable tax haven jurisdiction, which is defined under Brazilian tax laws as a country or jurisdiction that does not impose taxes or where the maximum income tax rate is lower than 20% or that restricts the disclosurejurisdictions (países com tributação favorecida) pursuant to articles 24, 24-A and 24-B of shareholder composition or ownership of investments.Law no. 9,430/96. See “—Taxation—Brazilian Tax Considerations.”

UnderAnnex I of Resolution No. 2,689,4,373

All investments made by a non-Brazilian investor under Annex I of Resolution No. 4,373 are subject to electronic registration with the Brazilian Central Bank. Such registration permits the conversion of dividend payments, payments of interest on shareholders’ equity and proceeds from the sale of our capital stock into foreign currency and the remission of such amounts outside Brazil.

Under Annex I of Resolution No. 4,373, non-Brazilian investors registered with the CVM may invest in almost all financial assets and engage in almost all transactions available to Brazilian investors in the Brazilian financial and capital markets without obtaining a separate Central Bank registration for each transaction, provided that certain requirements are fulfilled. Under Annex I of Resolution No. 2,689,4,373, the definition of anon-Brazilian investor includes individuals, legal entities, mutual funds and other collective investment entities, domiciled or headquartered outside Brazil.

Pursuant to Annex I of Resolution No. 2,689,4,373, non-Brazilian investors must:

appoint at least one representative in Brazil with powers to take action relating to its investments;

appoint an authorized custodian in Brazil for its investments, which must be a financial institution duly authorized by the Central Bank and CVM;

complete the appropriate foreign investor registration forms;

register as anon-Brazilian investor with the CVM;

register its investments with the Central Bank; and

obtain a taxpayer identification number from the Brazilian federal tax authorities.
·appoint at least one representative in Brazil with powers to take action relating to its investments, which must be a financial institution duly authorized by the Central Bank;
·appoint an authorized custodian in Brazil for its investments, which must be a financial institution duly authorized by the CVM;
·complete the appropriate foreign investor registration forms;
·which must be a financial institution duly authorized by the Central Bank;
·through its representative, register as a non-Brazilian investor with the CVM;
·through its representative, register its investments with the Central Bank; and
·obtain a taxpayer identification number from the Brazilian federal tax authorities.

The securities and other financial assets held by anon-Brazilian investor pursuant to Annex I of Resolution No. 2,6894,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM, as applicable, or be registered inon registration, clearing and custody systems authorized by the Central Bank or by the CVM. In addition,CVM, as applicable. Subject to limited exceptions provided in the CVM regulation or previous CVM authorization, the trading of securities held under Annex I of Resolution No. 2,6894,373 is restricted to transactions carried out on stock exchanges or through organizedover-the-counter markets licensed by the CVM.

The offshore transfer or assignment of the securities or other financial assets held by non-Brazilian investors pursuant to Annex I of Resolution No. 4,373 are prohibited, except for transfers (1) resulting from consolidation, spin-off, merger or merger of shares or occurring upon the death of an investor by operation of law or will; (2) resulting from a corporate reorganization effected abroad, as long as the final beneficiaries and the amount of the assets remain the same, or (3) authorized by the CVM.

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Law No. 4,131

Foreign direct investors under Law No. 4,131 may sell their shares in both private and open market transactions, but these investors will generally be subject to less favorable tax treatment on gains with respect to our class A preferred shares. See “—Taxation—Brazilian Tax Considerations.

To obtain a certificate of foreign capital registration from the Brazilian Central Bank under Law No. 4,131, a foreign direct investor must:

·register as a foreign direct investor with the Central Bank;
·obtain a taxpayer identification number from the Brazilian tax authorities;
·appoint a tax representative in Brazil; and
·appoint a representative in Brazil for service of process in respect of suits based on the Brazilian Corporate Law.

Foreign investors must be registered with the Federal Brazilian Internal Revenue Service (“Receita Federal”) pursuant to the NominativeNormative Instruction 1,183,1,683, dated as of August 19, 2011.December 27, 2016. This registration process is undertaken by the investor’s legal representative in Brazil. Investors that are foreign legal entities are required to report their final individual beneficiaries. Some exceptions apply (e.g., publicly listed corporations).

Taxation

The following summary contains a description of the material Brazilian andcertain U.S. federal income and Brazilian tax consequences of the purchase,acquisition, ownership and disposition of classClass A preferred shares and ADSs, but it does not purport to be a comprehensive description of all of the tax considerations that may be relevant to a decision to purchase Class A preferred shares or ADSs. This summary is not applicable to all categories of investors, some of which may be subject to special rules, and does not address all of the U.S. federal income and Brazilian tax considerations applicable to any such securities.

Thereparticular holder. The summary is at present no incomebased upon the tax treaty betweenlaws of the United States and Brazil and regulations thereunder, all as of the United States.date hereof, and all of which are subject to change.

The description below is not intended to constitute a complete analysisProspective purchasers of allClass A preferred shares and ADSs should consult their own tax advisors about the particular U.S. federal income and Brazilian tax consequences relating to them of the acquisition, ownership and disposition of classClass A preferred shares or ADSs. Prospective purchasers of our class A preferred shares orand ADSs, are advised to consult their ownas well as any state, local and other tax advisors in respect of the consequences that the purchase, ownership or disposition of our class A preferred shares or ADSs might trigger under the laws of Brazil, the United States or any other jurisdiction in light of their particular investment circumstances.may apply to them.

Brazilian Tax Considerations

The following discussiontopics summarizes the material Brazilian tax consequences of the acquisition, ownership and disposition of class A preferred shares or ADSs by an individual, entity, trust or organization that is not domiciled or resident in Brazil for purposes of Brazilian taxation and, in the case of a holder of class A preferred shares, which has registered its investment with the Central Bank, or anon-resident holder. The following discussioninformation is based uponon the tax laws of Brazil as in effect on the date of this annual report, which are subject to change, with possible retroactive effect, and to differing interpretation. Furthermore, the following discussion does not specifically address all of the Brazilian tax considerations applicable to any particularnon-resident holder, and eachnon- resident non-resident holder should consult his or her own tax advisor concerning the Brazilian tax consequences of an investment in any of such securities.

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Pursuant to Brazilian law, a non-resident holder may invest in class A preferred under Resolution No. 4,373, of September 2014, of the National Monetary Council (a “4,373 Holder”).

Acquisition of ADSs or Class A Preferred Shares

The acquisition of ADSs or class A preferred shares bynon- resident non-resident holders is not a taxable event in Brazil. See “—Taxation of Gains Outside Brazil”with Respect to Class A Preferred Shares” for further information on the tax implications arising from the exchange of existing class A preferred shares for ADSs, as well as those arising from the exchange of ADSs for class A preferred shares.

Taxation of Dividends

Dividends paid by a Brazilian corporation with respect to profits generated as of January 1, 1996, including dividends paid in kind to the depositary in respect of our class A preferred shares underlying the ADSs or to anon- resident non-resident holder in respect of class A preferred shares, are not subject to withholding income tax in Brazil.

Dividends paid from profits generated before January 1, 1996 may be subject to Brazilian withholding income tax at variable rates, according to the tax legislation applicable to each corresponding year.

In this context, it should be noted that Law No. 11,638, dated December 28, 2007, significantly altered the Brazilian corporate law in order to align the generally accepted Brazilian accounting standards to the International Financial Reporting Standards (“IFRS”). Nonetheless, Law No. 11,941, dated May 27, 2009, introduced the Transitory Tax Regime (“RTT”) in order to render neutral, from a tax perspective, all of the changes provided by Law No. 11,638. Under the RTT, for tax purposes, legal entities should observe the accounting methods and criteria as in force on December 31, 2007.

Profits determined pursuant to Law No. 11,638 (“IFRS Profits”) may differ from the profits calculated pursuant to the accounting methods and criteria as in force on December 31, 2007 (“2007 Profits”).

While it was a general market practice to distribute exempted dividends with reference to the IFRS Profits, Normative Ruling No. 1,397, issued by the Brazilian tax authorities on September 16, 2013, has established that legal entities should observe the 2007 Profits, in order to determine the amount of profits that could be distributed as exempted income to their beneficiaries.

Any profits paid in excess of said 2007 Profits (“Excess Dividends”) should, in the tax authorities’ view and in the specific case of non-resident beneficiaries, be subject to the following rules of taxation: (i) 15% withholding tax, in case of case of beneficiaries domiciled abroad, but not in a Low or Nil Tax Jurisdiction (as defined below), and (ii) 25% withholding tax, in case of beneficiaries domiciled in a Low or Nil Tax Jurisdiction (as defined below).

In order to mitigate potential disputes on the subject, Law No. 12,973, dated May 13, 2014, in addition to revoking the RTT, introduced a new set of tax rules, or the New Tax Regime, including new provisions with respect to Excess Dividends. Under these new provisions: (i) Excess Dividends related to profits assessed from 2008 to 2013 will be exempt; (ii) potential disputes remain concerning the Excess Dividends related to 2014 profits, unless a company voluntarily elected to apply the New Tax Regime in 2014; and (iii) as of 2015, once the New Tax Regime became mandatory and completely replaced the RTT, dividends calculated based on IFRS standards should be considered fully exempt.

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There are proposed bills currently under discussion by the Brazilian federal government regarding a potential amendment to the tax legislation aiming at taxing dividends. Therefore, the mentioned dividend exemption may be revoked with prospective effects.

Interest on Shareholders’Shareholders Equity

Law No. 9,249/95, as amended, allows a Brazilian corporation to make distributions to shareholders characterized as distributions of interest on shareholders’ equity on top of or as an alternative to dividend distributions. Such interest is calculated by multiplying the long-term interest rate (TJLP), as determined by the Brazilian Central Bank from time to time, by the sum of determined Brazilian company’s net equity accounts.

Distributions of interest on our shareholders’ equity in respect of our class A preferred shares or the ADSs are generally subject to Brazilian withholding tax at the rate of 15% or. However, the rate of 25% inis applicable if the case of anon-resident holder is domiciled in a countryLow or location or other jurisdiction (1) that does not impose income tax, (2) where the maximum income tax rateNil Tax Jurisdiction (as defined below).

Interest on shareholders’ equity is lower than 20%, or (3) the laws of which do not allow access to information related to the composition of shareholders, ownership of investments or identification of beneficial owners of earnings attributed tonon-residents, or a tax favorable jurisdiction.

Since 1997 and in accordance with Laws Nos. 9,249/95 and 9,430/96, we have been permitted to deduct these distributionsdeductible for purposes of calculating the CSLLBrazilian social contribution on net profit (CSLL) and the corporate income taxes that we owe,tax, provided that each such distribution is approved by our shareholders in a general meeting and complies with the limits established by Brazilian tax legislation. The amount of such deduction cannot exceed the greater of:

·50% of net profits (after social contribution on net profits and before taking into account such distribution and any deduction for corporate income tax) related to the period in respect of which the payment is made; or
·50% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment is made.

Payments of interest on shareholders’ equity may be included, at their net value, as part of any mandatory dividend. To the extent payment of interest on shareholders’ equity is so included, the corporation is required to distribute to shareholders an additional amount to ensure that the net amount received by them, after payment of the applicable withholding income tax plus the amount of declared dividends, is at least equal to the mandatory dividend.

No assurance can be given that our board of directors will not recommend that future distributions of income should be made by means of interest on shareholders’ equity instead of dividends.

Distributions of interest on shareholders’ equity to a non-resident holder may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.

Taxation of Gains Outside Brazilwith Respect to ADSs

According to Brazilian Law No. 10,833/03, gains realized on the disposition or sale of assets located in Brazil are subject to income tax in Brazil, regardless of whether the sale or the disposition is made by thenon-resident holder to a Brazilian resident or to anothernon-resident of Brazil, as follows: “the acquiror, individual or legal entity resident or domiciled in Brazil, or the acquiror’sattorney-in-fact, when such acquiror is resident or domiciled abroad, shall be responsible for the retention and payment of the income tax applicable to capital gains under Article 18 of Law 9,249 of December 26, 1995 earned by the individual or legal entity resident or domiciled abroad who disposes of property located in Brazil.

Holders of the ADSs outside of Brazil may have grounds to assert that Brazilian Law No. 10,833/03 does not apply to sales or other dispositions of ADSs as ADSs are not assets located in Brazil.Brazil (i.e., ADSs are issued and registered abroad). However, considering that ADSs derive their value from underlying shares in Brazil and the lack of case law on the matter, we are unable to predict whether such understanding will ultimately prevail in Brazilian courts.

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As a result, in case the ADSs are deemed to be assets located in Brazil, gains recognized by a non-resident holder from their sale or other disposition to either a non-resident of Brazil or a resident of Brazil may be subject to income tax in Brazil at progressive rates as follows: (1) 15% for the portion of the gain that does not exceed R$5 million, (2) 17.5% for the portion of the gain that exceeds R$5 million but does not exceed R$10 million, (3) 20% for the portion of the gain that exceeds R$10 million but does not exceed R$30 million, and (4) 22.5% for the portion of the gain that exceeds R$30 million, or at a flat tax rate of 25% if such non-resident holder is located in a Low or Nil Tax Jurisdiction (as defined below), unless, in each case, a lower rate is provided for in an applicable tax treaty between Brazil and the country where the non-resident holder has its domicile. In the event of any such income tax, the person responsible for the withholding and collection of the income tax will be: (i) the ADSs acquirer (if resident in Brazil); or (ii) the attorney in fact or legal representative of the non-resident acquirer, according to Section 26 of Law No. 10,833/03.

Under certain circumstances, if income tax is not paid, the amount of tax charged could be subject to an upward adjustment, as if the amount received by the non-resident holder were net of taxes in Brazil (gross-up).

Taxation of Gains with Respect to Class A Preferred Shares

The sale or other disposition of class A preferred shares or the receipt of the underlying class A preferred shares in exchange for ADSs abroad may be subject to the provisions of Brazilian Law No. 10,833/03. Any capital gains arisingIn addition to the case where from sales or other dispositions outside Brazil would be subject to Brazilian income tax at the rate of 15% or 25% if theoutset an investor is located in a Tax Favorable Jurisdiction. Brazilian Law No. 10,833/03 requires the purchaser of ourholds class A preferred shares, outside Brazil or itsattorney-in-fact in Brazil to withhold the income tax. Aa disposition of class A preferred shares can only occur abroad if any investor decides to cancel its investment in ADSs and register the underlying class A preferred shares as a direct foreign investment in Brazil under Law No. 4,131/62.

TaxationAs a rule, gains realized as a result of Gains in Brazil

The exchangea disposition or sale of ADSs for class A preferred shares is not subject to Brazilian tax. Upon receiptare determined by the positive difference between the amount realized on the disposition or sale of the underlyingrelevant class A preferred shares in exchangeand their acquisition cost.

Under Brazilian law, income tax rules on such gains can vary depending on the domicile of ADSs, athe non-resident investor will be entitled to register holder, the type of registration of the investment held by the non-resident holder with the Central Bank and how the U.S. dollar value of such sharesdisposition is carried out, as described below.

Gains realized by a foreign portfolio investment under Resolution No. 2,689/00. See “—Exchange Controls” and “—Taxnon-resident holder on Foreign Exchange and on Bonds and Securities Transactions—Registered Capital.” Thea sale or disposition of class A preferred shares on a Brazilian stock exchange is exempt from capital gains tax, provided that such shares are held by anon-resident holder that (1) has registered its investment in Brazil with the Central Bank under the rules of under Resolution No. 2,689/00, or a 2,689 Holder, and (2) is not resident or domiciled in a tax favorable jurisdiction. Upon receipt of the underlying class A preferred shares, anon-resident holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under Law 4,131/62. See “—Exchange Controls” and “—Tax on Foreign Exchange and on Bonds and Securities Transactions—Registered Capital.” A 15% capital gains tax is applicable to the sale or other disposition of preferred class A shares in Brazil where such shares are held by anon-resident holder as a foreign direct investment and the transaction is executed outside a Brazilian stock exchange. If thenon-resident holder is domiciled in a tax favorable jurisdiction and the disposition of the preferred class A shares is executed outside a Brazilian stock exchange, the income tax rate will be 25%.

If the sale or other disposition of such shares is carried out on a Brazilian stock exchange, which includes the capital gains on the sale or disposition will be taxed at a rate of 15%. This 15% rate applies to all transactions carried out on the organized over-the-counter market, are:

·exempt from income tax when realized by a non-resident holder that (i) is a 4,373 Holder and (ii) is not resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below); or
·subject to income tax at a rate of up to 25% in any other case, including the gains realized by a non-resident holder that (i) is not a 4,373 Holder and/or (ii) is a 4,373 Holder resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below). In these cases, a withholding income tax of 0.005% of the sale value shall be applicable and can be later used to offset the eventual income tax due on the capital gain. Day trade transactions are subject to the rate of 1%.

Any other gains realized on a disposition of class A preferred shares that is not carried out on Brazilian stock exchange bynon-resident holders regardlessexchanges are subject to income tax at rates of whether or not they are domiciled in tax favorable jurisdiction (exceptup to gains realized by22.5%, except for a 2,689 Holdernon-resident holder that is not a 4,373 Holder and is resident or domiciled in a Low or Nil Tax Jurisdiction (as defined below), which, in this case, is subject to income tax favorable jurisdiction as described above)at a rate of up to 25%. In thesecase the gains are related to transactions the gain realized is calculated basedconducted on the amount registeredBrazilian non-organized over-the-counter market with intermediation of a financial institution, the Central Bank. As of January 1, 2005, a withholding income tax of 0.005% will alsoapply and can be assessed onlater used to offset the sales price or other disposition value of shares sold or disposed of in transactions carried out on a Brazilian stock exchange. The withholding tax, to be offset againsteventual income tax due on eventualthe capital gain, must be withheld by one of the following entities: (1) the agent receiving the sale or disposition order from the client; (2) the stock exchange responsible for registering the transactions; or (3) the entity responsible for the settlement and payment of the transactions. Such withholding does not apply to a 2,689 Holder that is not a resident of or domiciled in a favorable tax jurisdiction.gain.

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The deposit of class A preferred shares in exchange for ADSs is not subject to Brazilian tax, provided that these shares are held by thenon-resident holder as a foreign portfolio investment under Resolution No. 2,689/00.4,373/14. In the event our class A preferred shares are held by thenon-resident holder as a foreign direct investment under Law No. 4,131/62, the deposit of these shares in exchange for ADSs is subject to payment of Brazilian capital gains tax at the progressive rate of 15% to 22.5% (25% in the case of anon-resident holder located in a tax favorable jurisdiction)Low or Nil Tax Jurisdiction).

The current preferential treatment fornon-resident holders of ADSs andnon-resident holders of class A preferred shares under Resolution No. 2,689/004,373/14 may not continue in the future.

Any exercise of preemptive rights relating to our class A preferred shares will not be subject to Brazilian taxation. Gains realized by a non-resident holder on the sale or assignment of preemptive rights relating to our class A preferred shares by the depositary maywill be subject to Brazilian taxation. Tax authorities may attempttaxation according to tax such gains even whenthe same rules applicable to the sale or assignmentdisposition of such rights takes place outside Brazil, basedclass A preferred shares.

Discussion on Low or Nil Tax Jurisdictions

The concept of Low or Nil Tax Jurisdiction encompasses those countries that do not tax income or tax it at a maximum rate lower than 20%, or where the local legislation does not allow access to information related to the shareholding composition of legal entities, to their ownership or to the identity of the effective beneficiary of the income attributed to non-residents (“Low or Nil Tax Jurisdictions”).

On June 23, 2008, Law No. 11,727 introduced the concept of “Privileged Tax Regime,” which encompasses the countries and jurisdictions that (i) do not tax income or tax income at a maximum rate lower than 20%, or 17% in certain cases as detailed below; (ii) grant tax advantages to a non-resident entity or individual (a) with no requirement to carry out a substantial economic activity within the country or dependency, or (b) on the provisionscondition that they do not carry out a substantial economic activity within the country or dependency; (iii) do not tax income generated outside the jurisdiction, or that tax such income at a maximum rate lower than 20%, or 17% in certain cases as detailed below; or (iv) do not provide access to information on the ownership and beneficial ownership of assets or on transactions within its territory, or impose restrictions on disclosure of that information.

In addition, on June 4, 2010, the Brazilian tax authorities enacted Normative Ruling No. 1,037, as amended, listing (i) the countries and jurisdictions considered as Low or Nil Tax Jurisdictions, and (ii) the Privileged Tax Regimes.

On its turn, Ordinance No. 488, of November 28, 2014, issued by the Brazilian Ministry of Finance, reduced the rate for purposes of the definition of Low or Nil Tax Jurisdiction and Privileged Tax Regime from 20% to 17%, but only to countries and regimes aligned with international standards of fiscal transparency, in accordance with the rules established by Normative Ruling n. 1,530, issued on December 19, 2014. Under Brazilian law, the aforementioned commitment is present if the relevant jurisdiction (i) has entered into (or concluded the negotiation of) an agreement or convention authorizing the exchange of information for tax purposes with Brazil and (ii) is committed to the actions discussed in international forums on tax evasion in which Brazil has been participating, such as the Global Forum on Transparency and Exchange of Information.

As of December 29, 2022 the Provisional Measure No. 1,152 had entered into force to establish that countries and jurisdictions considered as Low or Nil Tax Jurisdictions are the ones that do not tax income or tax income at a maximum rate lower than 17%. The Provisional Measure No. 1,152 was converted into Law No. 14,596/23.

In the past, it was not clear whether the concept of Privileged Tax Regime was also applicable to interest payments made to residents outside Brazil. Notwithstanding, in December 2017, the Brazilian Federal Revenue Service (RFB) published Answer to Tax Ruling Cosit Ruling No. 575/2017, stating that only payments to countries deemed as a Low or Nil Tax Jurisdiction by Normative Ruling No. 1,037 would be subject to withholding tax at a 25% rate.

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Therefore, under the RFB’s current interpretation, we believe that the best interpretation of the current tax legislation leads to the conclusion that the concept of Privileged Tax Regime should apply solely for purposes of Brazilian transfer pricing and thin capitalization/cross-border interest deductibility rules. Nevertheless, we cannot assure you that subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of a Privileged Tax Regime provided by Law No. 11,727, will not also apply to a non-resident holder on payments of interest on shareholders’ equity.

Regardless of the above, potential investors should consult with their own tax advisors regarding the consequences of the implementation of Law No. 10,833/03. These authorities may allege that the preemptive rights relate to assets located in Brazil (the class A preferred shares)11,727, Law No. 14,596, Normative Ruling No. 1,037 and require payment of capital gainsany related Brazilian tax at the rate of 15% (or 25% if the beneficiary of the payments is resident of a tax favorable jurisdiction). If the preemptive rights are assignedlaw or sold in Brazil, capital gains tax will apply at a rate of 15% (or 25% in the case of anon-resident holder located in a tax favorable jurisdiction). Salesregulation concerning Low or assignments of preemptive rights effected on Brazilian stock exchanges are exempt from income tax, provided that such preemptive rights relate to shares registered as a foreign portfolio investment under Resolution No. 2,689/00 and the 2,689 Holder is not a resident of or domiciled in a tax favorable jurisdiction.Nil Tax Jurisdictions.

Other Brazilian Taxes

There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of class A preferred shares or ADSs by anon-resident holder except for gift and inheritance taxes imposed by some states of Brazil on gifts made or inheritances bestowed by individuals or entities not resident or domiciled in Brazil or domiciled within the state to individuals or entities resident or domiciled within such state in Brazil. There are no Brazilian stamp, issue, registration or similar taxes or duties payable by holders of class A preferred shares or ADSs.

Tax on Foreign Exchange and on Bonds and Securities Transactions

Foreign Exchange Transactions

IOF/Exchange Tax

Pursuant to Decree 6,306 of December 14, 2007, as amended, or DecreeNo. 6,306/07, the conversion of Brazilian currency into foreign currency (e.g., for purposes of paying dividends and interest) and on the conversion of foreign currency into Brazilian currency may be subject to the IOF/Exchange Tax.“IOF/Exchange” tax. Currently, for most exchange transactions, the rate of IOF/Exchange is 0.38%. This is the rate applicable toHowever, foreign currency exchange transactions carried out for the inflow of funds into Brazil for investment in the Brazilian financial and outflow ofcapital market made by a foreign direct investments for companies in Brazil according to Law 4,131/62 (other than trading portfolio investments in securitiesinvestor, including a non-resident holder who registers his/her investment under Resolution 2,689/00).No. 4,373/14, are subject to IOF/Exchange at a current rate of zero.

The IOF/Exchange Tax levies a 6% flat rate on capital inflows fromnon-residents who invest in the Brazilian stock exchange, futures and commodities exchanges, including inflows that serve as margin guarantees in these transactions. As of December 2011, however, the 6.0% rate was reduced to 0% on the following capital inflows fromnon-residents: (1) investments in securities bearing a variable rate of return that are purchased on the Brazilian stock exchange, futures and commodities exchanges; (2) acquisition of stocks in public offerings on the Brazilian stock exchange or subscriptions of capital increases; (3) investments in Brazilian stocks using funds derived from the cancelation of “depositary receipts”; (4) certain investments in private equity or emerging companies investment funds (FIP and FIEE) and funds of these funds; and (5) conversion of foreign direct investments in stocks under Law 4,131/62 into foreign investment in stocks under Resolution 2,689/00.

In March 2012, Brazilian federal regulators clarified that the 0% ratewill be also applies to investments in Brazilian depository receipts representing shares of foreign companies and traded in Brazilian stock exchanges.

The IOF is 0% onzero for the outflow of foreignresources from Brazil related to the return of the investments in portfolio in Brazil under Resolution 2,689/00. The remittance abroadmentioned above, including payments of dividends and interest on shareholders’ equity tonon-Brazilian residents is subject to 0% IOF tax.

Additionally,and the transfersrepatriation of shares traded onfunds invested in the stock exchange with the purpose of enabling the issuance of ADSs are subject to the IOF/Bonds Tax at a rate of 1.5%, which is aimed at correcting an asymmetry created by the IOF/Exchange Tax.Brazilian market.

The Brazilian government may increase the rate of the IOF/Exchange Taxtax to a maximum of 25% of the amount of the foreign exchange transaction at any time, but such an increase would only apply to future foreign exchange transactions.

IOF/Bonds Tax

Pursuant to Decree No 6,306/07, the “IOF/Bonds” tax may be imposed on any transactions involving bonds and securities, including those carried out on Brazilian stock, futures and commodities exchanges. The impositionrate of these taxes may discourage foreign investment in shares of Brazilian companies, including our company, dueIOF/ Bonds applicable to higher transaction costs, and may negatively impact the price and volatility of our ADSs andmost transactions involving common or preferred shares is currently zero percent, including transactions related to transfers of shares traded on the NYSE andstock exchange with the BM&FBOVESPA.purpose of enabling the issuance of ADSs to be traded outside Brazil. The Brazilian government may increase the rate of the IOF/Bonds up to 1.5% per day, but only in respect of future transactions.

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Registered Capital

The amount of an investment in class A preferred shares held by anon-Brazilian holder as a foreign direct investment under Law No. 4,131/0262 or a foreign portfolio investment under Resolution No. 2,689/004,373/14 or in ADSs held by the depositary representing such holder, as the case may be, is eligible for registration with the Central Bank; such registration (the amount so registered is referred to as “registered capital”) allows the remittance outside Brazil of foreign currency, converted at the commercial market rate, acquired with the proceeds of distributions on, and amounts realized with respect to disposition of, such class A preferred shares. The registered capital for class A preferred shares purchased in the form of ADSs, or purchased in Brazil and deposited with the depositary in exchange for an ADS, is equal to their purchase price in U.S. dollars paid by the purchaser. The registered capital for class A preferred shares that are withdrawn upon surrender of ADSs is the U.S. dollar equivalent of (1) the average price of our class A preferred shares on the Brazilian stock exchange on which the greatest number of such class A preferred shares was sold on the day of withdrawal, or (2) if no class A preferred shares were sold on such day, the average price of class A preferred shares that were sold in the fifteen trading sessions immediately preceding such withdrawal. The U.S. dollar value of our class A preferred shares is determined on the basis of the average commercial market rates quoted by the Central Bank on such date (or, if the average price of class A preferred shares is determined under clause (2) of the preceding sentence, the average of such average quoted rates on the same fifteen dates used to determine the average price of our class A preferred shares).

Anon-Brazilian holder of class A preferred shares may experience delays in effecting the registration of registered capital, which may delay remittances abroad. Such a delay may adversely affect the amount, in U.S. dollars, received by thenon-Brazilian holder. See “—Exchange Controls” and “Item 3. Key Information—D Risk Factors—Risks Relating to Our Class A Preferred SharesEquity and the ADSs.Debt Securities.”

U.S. Federal Income Tax Considerations

The following is a discussion of the material U.S. federal income tax consequences that may be relevant with respect to the acquisition, ownership and disposition of our class A preferred shares or the ADSs, which are evidenced by ADRs. This descriptiondiscussion addresses only the U.S. federal income tax considerations of U.S. holders (as defined below) that will hold our class A preferred shares or the ADSs as capital assets. This descriptiondiscussion does not address tax considerations applicable to holders that may be subject to special tax rules, such as banks and other financial institutions, insurance companies, real estate investment trusts, grantor trusts, regulated investment companies, dealers or traders in securities or currencies,tax-exempt entities, pension funds, persons that received our class A preferred shares or the ADSs pursuant to an exercise of employee stock options or rights or otherwise as compensation for the performance of services, persons that will hold our class A preferred shares or the ADSs as a position in a “straddle” or as a part of a “hedging,” “conversion” or other risk reduction transaction for U.S. federal income tax purposes, persons that have a “functional currency” other than the U.S. dollar, persons that will own our class A preferred shares or the ADSs through partnerships or other pass through entities, persons that are required to accelerate the recognition of any item of gross income with respect to our class A preferred shares or the ADSs as a result of such income being recognized on an applicable financial statement, holders subject to the alternative minimum tax, certain former citizens or long-term residents of the United States or holders that own (or are deemed to own) 10% or more (by voting power)power or value) of our shares.

This discussion does not contain a detailed description of all the U.S. federal income tax consequences to U.S. holders in light of their particular circumstances and does not address any state, local ornon-U.S. tax consequences of the acquisition, ownership and disposition of our class A preferred shares or the ADSs. Moreover,In addition, this descriptiondiscussion does not address the Medicare tax on net investment income or the consequences of any U.S. federal tax other than income tax, including but not limited to the U.S. federal estate and gift taxes. This descriptiondiscussion is based on (1) the Internal Revenue Code of 1986, as amended (the “Code”), existing, proposed and temporary U.S. Treasury Regulations and judicial and administrative interpretations thereof, in each case as in effect and available on the date of this annual report and (2), in part, on the representations of the depositary and the assumption that each obligation in the deposit agreement and any related agreement will be performed in accordance with its terms. All of the foregoing are subject to change, which change could apply retroactively and could affect the tax consequences described below.

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As used below, a “U.S. holder” is a beneficial owner of aour class A preferred shareshares or the ADS that is, for U.S. federal income tax purposes, (1) an individual citizen or resident of the United States, (2) a corporation organized under the laws of the United States, any state thereof or the District of Columbia, (3) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (4) a trust if (i) a court within the United States is able to exercise primary supervision over its administration and (ii) one or more U.S. persons have the authority to control all of the substantial decisions of such trust. As used below, a“Non-U.S. holder” is a beneficial owner of a class A preferred share or ADS that is neither a U.S. holder nor a partnership (or other entity treated as a partnership for U.S. federal income tax purposes).

If a partnership (or any other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our class A preferred shares or the ADSs, the tax treatment of a partner in such partnership will generally depend on the status of the partner and the activities of the partnership. AIn the case of a partnership or its partnersa partner of a partnership holding class A preferred shares or the ADSs, the recommendation is to consult a tax advisor.

This discussion is not intended to constitute a complete analysis of all tax consequences relating to the acquisition, ownership and disposition of class A preferred shares or the ADSs. Tax advisors should consult theirbe consulted regarding the U.S. federal income tax advisorconsequences of the acquisition, ownership and disposition of class A preferred shares or the ADSs, as to itswell as the consequences arising under other U.S. federal tax consequences.laws and the laws of any other taxing jurisdiction.

Except as specifically noted below under “—Passive Foreign Investment Company Rules,” the following discussion assumes we are not, and will not be, a passive foreign investment company (“PFIC”) for U.S. federal income tax purposes.

Class A Preferred Shares

The class A preferred shares will be treated as equity for U.S. federal income tax purposes.

ADSs

In general, for U.S. federal income tax purposes, a holder of an ADR evidencing an ADS will be treated as the beneficial owner of our class A preferred shares represented by the applicable ADS. The U.S. Treasury Department has expressed concern that depositaries for ADSs, or other intermediaries between the holders of shares of an issuer and the issuer, may be taking actions that are inconsistent with the claiming of U.S. foreign tax credits by U.S. holders of such receipts or shares. Such actions include, for example, apre-release of an ADS by a depository. Accordingly, the analysis regarding the availability of a U.S. foreign tax credit for Brazilian taxes, the sourcing rules and the availability of the reduced tax rate for dividends received by certainnon-corporate holders, each described below could be affected by future actions that may be taken by the U.S. Treasury Department.

Taxation of Dividends

Subject to the discussion under “—Passive Foreign Investment Company Rules,” inIn general, the gross amount of a distribution made with respect to a class A preferred share or ADS (which for this purpose shall include distributionsany amounts withheld in respect of Brazilian taxes and any distribution of interest attributable toon shareholders’ equity, before any reduction for any as described above under “—Brazilian taxes withheld therefrom)Tax Considerations”) will, to the extent made from the current or accumulated earnings and profits of our company,Company, as determined under U.S. federal income tax principles, constitute a dividend to a U.S. holder for U.S. federal income tax purposes.Non-corporate If a distribution exceeds the amount of our Company’s current and accumulated earnings and profits, it will be treated as a non-taxable return of capital to the extent of (and in reduction of) the U.S. holder’s tax basis in the class A preferred share or ADS on which it is paid, and thereafter will be treated as capital gain recognized on a sale or exchange (as discussed below under “—Sale, Exchange or Other Disposition of Class A Preferred Shares or ADSs”). We do not maintain calculations of our earnings and profits under U.S. federal income tax principles. Therefore, U.S. holders should expect that distributions by our Company generally will be reported as dividends for U.S. federal income tax purposes.

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Subject to applicable limitations (including a minimum holding period requirement), non-corporate U.S. holders may be taxed on dividends from a qualified foreign corporation at the lower rates applicable to long-term capital gains ((i.ei.e..,gains with respect to capital assets held for more than one year). A foreign corporation is generally treated as a qualified foreign corporation with respect to dividends received from that corporation on shares or ADSs that are readily tradable on an “established securities market” in the United States. U.S. Treasury Department guidance indicates that the ADSs (which are listed on the NYSE), but not our class A preferred shares, are readily tradable on an established securities market in the United States. Thus, subject to the discussion below under “—Passive Foreign Investment Company Rules,”we believe that any dividends that we pay on the ADSs, but not on our class A preferred shares currently meet the conditions requiredthat are not represented by ADSs, to non-corporate U.S. holders will be potentially eligible for these reduced tax rates. However, non-corporate U.S. holders will not be eligible for reduced tax rates on any dividends received from us if we are a PFIC (as discussed below under “—Passive Foreign Investment Company Rules”) in the taxable year in which such dividends are paid or in the preceding taxable year. There however,also can be no assurance that the ADSs will be considered readily tradable on an established securities market in the United States in later years. Furthermore, a U.S. holder’s eligibility for such preferential rate is subject to certain holding period requirements and thenon-existence of certain risk reduction transactions with respect to the ADSs. Such dividendsDividends from our Company will not be eligible for the dividends received deduction generally allowed to corporate U.S. holders. Subject to the discussion below under “—Passive Foreign Investment Company Rules,” if a distribution exceeds the amount of our company’s current and accumulated earnings and profits, it will be treated as anon-taxable return of capital to the extent of the U.S. holder’s tax basis in our class A preferred share or ADS on which it is paid and thereafter as capital gain. Our company does not maintain calculations of our earnings and profits under U.S. federal income tax principles. Therefore, U.S. holders should expect that distributions by our company generally will be treated as dividends for U.S. federal income tax purposes.

A dividend paid inreais will be includible in the income of a U.S. holder at its value in U.S. dollars calculated by reference to the prevailing spot market exchange rate in effect on the day it is received by the U.S. holder in the case of our class A preferred shares or, in the case of a dividend received in respect of ADSs, on the date the dividend is received by the depositary, whether or not the dividend is converted into U.S. dollars. Assuming the payment is not converted at that time, the U.S. holder will have a tax basis inreais equal to that U.S. dollar amount, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss realized by a U.S. holder that subsequently sells or otherwise disposes ofreais, which gain or loss is attributable to currency fluctuations after the date of receipt of the dividend, will be U.S. source ordinary gain or loss. The amount of any distribution of property other than cash will generally be the fair market value of such property on the date of distribution.

The gross amount of any dividend paid (which will include any amounts withheld in respect of Brazilian taxes) with respect to a class A preferred share or ADS will be subject to U.S. federal income taxation as foreign source dividend income, which may be relevant in calculating a U.S. holder’s foreign tax credit limitation. Subject to limitations under U.S. federal income tax law concerning credits or deductions for foreign taxes and certain exceptions for short-term and hedged positions, any Brazilian withholding tax willmay be treated as a foreign income tax eligible for credit against a U.S. holder’s U.S. federal income tax liability (or atliability. However, U.S. Treasury Regulations addressing foreign tax credits (the “Foreign Tax Credit Regulations”) impose additional requirements for foreign taxes to be eligible for a foreign tax credit, and there can be no assurance that those requirements will be satisfied. The U.S. holder’s election, may be deducted in computing taxable income ifTreasury Department and the U.S. holder has electedInternal Revenue Service (the “IRS”) are considering proposing amendments to deduct allthe Foreign Tax Credit Regulations. In addition, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign income taxestax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the taxable year)date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). The limitation on foreign taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific “baskets” of income. For this purpose, the dividends should generally constitute “passive category income,” or in the case of certain U.S. holders, “general category income.” TheInstead of claiming a foreign tax credit, a U.S. holder may be able to deduct any Brazilian withholding tax in computing the U.S. holder’s taxable income, subject to generally applicable limitations under U.S. law (including that a U.S. holder is not eligible for a deduction for otherwise creditable foreign income taxes paid or accrued in a taxable year if such U.S. holder claims a foreign tax credit for any foreign income taxes paid or accrued in the same taxable year).The rules with respect to foreign tax credits and deductions for foreign taxes are complex, and U.S. holders are urged to consult their own tax advisors regarding the effect of the Foreign Tax Credit Regulations and the availability of the foreign tax credit or a deduction under their particular circumstances.

Subject to the discussion under “—Information Reporting and Backup Withholding,” aNon-U.S. holder of class A preferred shares or ADSs generally will not be subject to U.S. federal income or withholding tax on dividends received on such shares or ADSs, unless such income is effectively connected with the conduct by suchNon-U.S. holder of a trade or business in the United States.

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Sale, Exchange or Other Disposition of Class A Preferred Shares or ADSs

A deposit or withdrawal of class A preferred shares by a holder in exchange for an ADS that represents such shares will not result in the realization of gain or loss for U.S. federal income tax purposes. A U.S. holder generally will recognize capital gain or loss upon a sale, exchange or other disposition of a class A preferred share or ADS held by the U.S. holder or the depositary, as the case may be, in an amount equal to the difference between the U.S. holder’s adjusted basis in our class A preferred share or ADS (determined in U.S. dollars) and the U.S. dollar amount realized on the sale, exchange or other disposition.disposition and the U.S. holder’s adjusted basis in the class A preferred share or ADS, both determined in U.S. dollars. If a Brazilian tax is withheld on the sale, exchange or other disposition of a class A preferred share or ADS, the amount realized by a U.S. holder will include the gross amount of the proceeds of that sale, exchange or other disposition before deduction of the Brazilian tax. In the case of anon-corporate U.S. holder, the maximum marginal U.S. federal income tax rate applicable to capital gain will generally be lower than the maximum marginal U.S. federal income tax rate applicable to ordinary income (other than, as discussed above, certain dividends) if such holder’s holding period for such class A preferred share or ADS exceeds one year (i.e., such gain is a long-term capital gain).

Capital gain, if any, realized by a U.S. holder on the sale, exchange or exchangeother disposition of a class A preferred share or ADS generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Consequently, in the case of a disposition or deposit of a class A preferred share or ADS that is subject to Brazilian tax, the U.S. holder may not be able to use theeligible for a foreign tax credit for that Brazilian tax unless it can apply the credit against U.S. tax payable on other income from foreign sources in the appropriate income category,category. However, pursuant to the Foreign Tax Credit Regulations, any such Brazilian tax would generally not be a foreign income tax eligible for a foreign tax credit (regardless of any other income that a U.S. holder may have that is derived from foreign sources). In such case, however, the non-creditable Brazilian tax may reduce the amount realized on the sale, exchange or alternatively, itother disposition of the Class A preferred share or ADS. As discussed above, however, recent notices from the IRS provide temporary relief by allowing taxpayers that comply with applicable requirements to apply many aspects of the foreign tax credit regulations as they previously existed (before the release of the current Foreign Tax Credit Regulations) for taxable years ending before the date that a notice or other guidance withdrawing or modifying the temporary relief is issued (or any later date specified in such notice or other guidance). If any Brazilian tax is imposed upon the sale, exchange or other disposition of a Class A preferred share or ADS and a U.S. holder applies such temporary relief, such Brazilian tax may takebe eligible for a foreign tax credit or deduction, subject to the applicable conditions and limitations. U.S. holders are urged to consult their own tax advisors regarding the tax consequences if Brazilian tax is imposed on a disposition of a Class A preferred share or ADS, including the effect of the Foreign Tax Credit Regulations and the availability of the foreign tax credit or a deduction for the Brazilian tax if it elects to deduct all of its foreign income taxes. The deductibility of capital losses is subject to limitations under the Code.their particular circumstances.

The initial tax basis of class A preferred shares or ADSs to a U.S. holder that purchases such shares for non-U.S. currency is the U.S. dollar value of thereais-denominated purchase price determined on the date of purchase. If our class A preferred shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. holder, or, if it elects, an accrual basis U.S. holder, will determine the U.S. dollar value of the cost of any such class A preferred shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase. The conversion of U.S. dollars toreais non-U.S. currency and the immediate use of that currency to purchase class A preferred shares or ADSs generally will not result in taxable gain or loss for a U.S. holder.

With respect to the sale, exchange or exchangeother disposition of class A preferred shares or ADSs,for non-U.S. currency, the amount realized generally will be the U.S. dollar value of the payment received determined on (1) the date of receipt of payment in the case of a cash basis U.S. holder and (2) the date of disposition in the case of an accrual basis U.S. holder. If our class A preferred shares or ADSs are treated as traded on an “established securities market,a cash basis taxpayer,U.S. holder, or, if it elects, an accrual basis taxpayer,U.S. holder, will determine the U.S. dollar value of the amount realizedpayment received on the sale, exchange or other disposition of any such class A preferred shares by translating the amount received at the spot rate of exchange on the settlement date of the sale.

Subject to the discussion below under “—Information Reporting and Backup Withholding,” aNon-U.S. holder of class A preferred sharessale, exchange or ADSs generally will not be subject to U.S. federal income or withholding tax on any gain realized on the sale or exchange of such shares or ADSs unless (1) such gain is effectively connected with the conduct by suchNon-U.S. holder of a trade or business in the United States or (2) in the case of any gain realized by an individualNon-U.S. holder, such holder is present in the United States for 183 days or more in the taxable year of such sale or exchange and certain other conditions are met.disposition.

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Passive Foreign Investment Company Rules

ANon-U.S. corporation will be classified as a “passive foreign investment company,” orBased on the past and projected composition of our income and assets, and the valuation of our assets, including goodwill, we do not believe we were a PFIC for U.S. federal income tax purposesour most recent taxable year, and we do not expect to become a PFIC in the current taxable year or the foreseeable future, although there can be no assurance in this regard.

In general, we will be a PFIC for any taxable year in which after applying certain look-through rules, either (1) at least 75 percent75% of itsour gross income is “passive income”passive income, or (2) at least 50 percent50% of the average value (generally determined based on a quarterly average) of its grossour assets is attributable to assets that produce “passive income” or isare held for the production of passive income. Passive income forFor this purpose, passive income generally includes dividends, interest, royalties and rents (other than royalties and gainsrents derived in the active conduct of a trade or business and not derived from commoditiesa related person). In addition, cash and securities transactions.

Based on certain estimatesother assets readily convertible into cash are generally considered passive assets. If we own at least 25% (by value) of its gross income and grossthe stock of another corporation, for purposes of determining whether we are a PFIC, we will be treated as owning our proportionate share of the other corporation’s assets and receiving our proportionate share of the natureother corporation’s income.

The determination of its business, our company believes that it will not be classified aswhether we are a PFIC for its taxable year ending December 31, 2015. The company’s status in future years will depend on its assets and activities in those years. The company has no reason to believeis made annually. Accordingly, it is possible that its assets or activities will change in a manner that would cause it to be classified aswe may become a PFIC forin the taxable year ended

December 31, 2015current or any future taxable year but there can be no assurance that the company will not be considereddue to changes in our asset or income composition. If we are a PFIC for any taxable year. If we were a PFIC,year during which a U.S. holder ofholds our class A preferred shares or the ADSs, generally wouldsuch holder will be subject to imputed interest charges and other disadvantageousspecial tax treatment with respect to any gain from the sale or exchange of, and certain distributions with respect to, the shares or ADSs (including the loss of the potential reduced tax rate on certain dividends described above).rules discussed below.

If we wereare a PFIC for any taxable year during which a U.S. holder ofholds our class A preferred shares or the ADSs, could makesuch holder will be subject to special tax rules with respect to any “excess distribution” received and any gain realized from a variety of elections that may alleviate certain of the tax consequences referred to above, and one of these elections may be made retroactively. However, it is expected that the conditions necessary for making certain of such elections will not apply in the casesale or other disposition, including a pledge, of the class A preferred shares or ADSs. U.S. holders should consult their own tax advisors regarding the tax consequences that would arise if the company wereDistributions received in a taxable year will be treated as excess distributions to the extent that they are greater than 125% of the average annual distributions received during the shorter of the three preceding taxable years or the U.S. holder’s holding period for the class A preferred shares or ADSs. Under these special tax rules:

·the excess distribution or gain will be allocated ratably over the U.S. holder’s holding period for the class A preferred shares or ADSs,
·the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and
·the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year for individuals or corporations, as applicable, and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

Although the determination of whether we are a PFIC.

IfPFIC is made annually, if we are a PFIC for any taxable year in which a U.S. holder ownsholds our class A preferred shares or the ADSs, during anysuch holder will generally be subject to the special tax rules described above for that year and for each subsequent year in which we were a PFIC,such holder holds the U.S. holder generally must file IRS Form 8621 with respect to our company, generally with the U.S. holder’s federal income tax return for that year. If our company was a PFIC for a given taxable year, then U.S. holders of class A preferred shares or ADSs should(even if we do not qualify as a PFIC in such subsequent years). However, if we cease to be a PFIC, a U.S. holder can avoid the continuing impact of the PFIC rules by making a special election to recognize gain as if the class A preferred shares or ADSs had been sold on the last day of the last taxable year during which we were a PFIC. U.S. holders are urged to consult their own tax advisor about this election.

If we are a PFIC for any taxable year during which a U.S. holder holds our class A preferred shares or the ADSs and any of our non-U.S. subsidiaries is also a PFIC, such holder will be treated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC for purposes of the application of the PFIC rules. U.S. holders are urged to consult their tax advisor about the application of the PFIC rules to any of our subsidiaries.

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A U.S. holder will generally be required to file IRS Form 8621 if such holder holds our class A preferred shares or the ADSs in any year in which we are classified as a PFIC. U.S. holders are urged to consult their tax advisor concerning their annual filing requirements.

Medicare Tax on “Net Investment Income”

Certainthe U.S. Holders who are individuals, estates or trusts are required to pay an additional 3.8%federal income tax on, among other things, dividends and capital gains for the sale or other dispositionconsequences of holding class A preferred shares or ADSs if we are considered a PFIC in any taxable year, including the potential availability and ADSs.effect of any elections which would provide for alternative treatment.

Foreign Asset Reporting

Pursuant to the Hiring Incentives to Restore Employment Act of 2010 and recently promulgated temporary regulations thereunder, certainCertain U.S. holders who are individuals are required to report information relating to an interest in our class A preferred shares or the ADSs, subject to certain exceptions (including an exception for class A preferred shares or ADSs held in custodial accounts maintained with acertain financial institution)institutions). U.S. holders of the class A preferred shares or ADSs are urged to consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of our class A preferred shares or the ADSs.

Information Reporting and Backup Withholding

U.S. backup withholding tax andIn general, information reporting requirements generally apply to certain payments to certainnon-corporate holders of shares. Information reporting generally will apply to payments of dividends on, and to proceeds from the sale or redemptionin respect of our class A preferred shares or the ADSs made withinand the United Statesproceeds from the sale, exchange or by a U.S. payor or U.S. middleman to a holderother disposition of our class A preferred shares or the ADSs other than an exempt recipient, including a corporation, a payee that is notare paid to a U.S. person that provides an appropriate certification and certain other persons. Backup withholding tax will apply to any payments of dividends on, or the proceeds from the sale or redemption of, class A preferred shares or the ADSsholder within the United States or by(and in certain cases, outside the United States), unless such holder establishes that it is an exempt recipient. A backup withholding tax may apply to such payments if a U.S. payor or U.S. middleman to a holder, other than an exempt recipient, if such holder fails to furnish its correctprovide a taxpayer identification number and a certification that such holder is not subject to backup withholding or otherwiseif the U.S. holder fails to comply with, or establish an exemption from, such backup withholding tax requirements. report in full dividend and interest income.

The backup withholding tax rate is 28%currently 24%.

Backup withholding is not an additional tax. Holders generally will be entitled to a credit for any amounts withheld under the backup withholding rules against their U.S. federal income tax liability or a refund of the amounts withheld, provided the required information is furnished to the IRS in a timely manner.

The above description is not intended to constitute a complete analysis of all tax consequences relating to ownership and disposition of class A preferred shares or ADSs. Prospective purchasers should consult their own tax advisors concerning the tax consequences of their particular situations.

Documents on Display

Statements contained in this annual report regarding the contents of any contract or other document filed as an exhibit to this annual report summarize their material terms, but are not necessarily complete, and each of these statements is qualified in all respects by reference to the full text of such contract or other document.

We are subject to the periodic reporting and other informational requirements of the Exchange Act applicable to a foreign private issuer. Accordingly, we are required to file with or furnish to the SEC, reports and other information, including annual reports on Form20-F and reports on Form6-K.

As a foreign private issuer, we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements, and members of our board of directors and board of executive officers and our principal shareholders are exempt from reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, as a foreign private issuer, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

You may inspect and copy reports and other information that we file with or furnish to the SEC at the SEC’s Public Reference Room located at 100 F Street, N.E., Washington D.C. 20549. Copies of these materials may be obtained by mail from the SEC’s Public Reference Room at prescribed rates. The public may obtain information on the operation of the SEC’s Public Reference Room by calling the SEC in the United States at1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov from which you can electronically access these materials.

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We also file financial statements and other periodic reports with the CVM, which are available for investor inspection at the CVM’s offices located at Rua Sete de Setembro, 111, 2nd floor, Rio de Janeiro, RJ, and Rua Cincinato Braga, 340, 2nd, 3rd and 4th floors, São Paulo, SP. The telephone numbers of the CVM in Rio de Janeiro and São Paulo are+55-21-3554-8686 +55-21-3554-8686 and+55-11-2146- +55-11-2146- 2097, respectively.

Copies of our annual report on Form20-F and documents referred to in this annual report and ourby-laws, as well as certain other documents that we are required to file with, or make available to, the SEC and the CVM, are available for inspection upon request at our headquarters at Rua Lemos Monteiro, 120 – 24° 24ºandar, Butantã—São Paulo—SP, CEP05501-050, Brazil. Our filings are also available to the public through the internet aton our website at www.braskem.com.br.www.braskem-ri.com.br. The information included on our website or that might be accessed through our website is not included in this annual report and is not incorporated into this annual report by reference.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the potential loss arising from adverse changes in market rates and prices. We are exposedhave exposure to market risks arising from our normalday-to-day business activities. These risks are beyond our control and consist, principally, involved in the possibility that changes in interest rates, exchange rates, or commodity prices will adversely affect the value of our financial assets and liabilities or future cash flows and earnings.

In order to mitigate the market risks to which we are exposed, we have used, and we may use, foreign currency, interest rate and commodity derivative instruments, as well as cash and receivables. As of December 31, 2016,2023, we had currency put options cross-currency and interest rate swaps with an aggregate notional amount of R$1,452 millionUS$1.5 billion (R$6.7 billion) in addition to puts with an average strike price of US$1/R$ 4,278 million related to our Mexico Complex. These cross-currency4.5 and interest rate swaps match certain of our debt obligations.

US$1.0 billion (R$6.7 billion) in calls with an average strike price of US$1/R$6.78. We assess the potential and consolidated impact of market risks and seek to mitigate assessedthose risks in accordance withfollowing our risk management policy.

In 2016, theOur current risk management policy, which was adopted on August 9, 2010March 30, 2017, by our boardBoard of directors, coveredDirectors and updated in July, 2019 and in August, 2022 covers cash flow management and liquidity, investment of cash and cash equivalents, funding activities and guarantees, and management of foreign exchange and commodity risks. This policy reflects our conservative financial practices and risk management procedures. Its objective is to manage and anticipate risks by continuously evaluating several key factors, including the overall financial health of our company,Company, any financial operations we have with related parties, our ratings, counterparty risk and hedging strategy. Additionally, the policy aims to ensure the alignment of the objectives of the financial teams with the overall objectives of Braskem.

We do not enter into derivative transactions forwith speculative purposes.

As of December 31, 2016,2023, we had R$ 3,602 million5.4 billion (US$1.1 billion) in foreign currency-denominated cash and cash equivalents, including the aggregate amount of R$1,562 million (US$323 million) of Braskem Idesa’s cash and financial investments, which may partially offset the effects of any depreciation of thereal against the foreign currency on our ability to service our foreign currency-denominated debt to the extent of these foreign currency-denominated cash equivalents and other investments.equivalents.

Interest Rate Risk

Our variable interest rate exposure is primarily subject to the variations of the LIBORterm SOFR rate and, forreal-denominated borrowings and short-term cash investments, variations of the TJLPCDI rate and the CDIIPCA rate.

With respect to Brazilian interest rates:

the short-term domestic CDI rate decreased to 13.63% per annum as of December 31, 2016 from 14.14% per annum as of December 31, 2015 and 11.1% per annum as of December 31, 2014; and
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the TJLP increased to 7.5% per annum as of December 31, 2016 from 7.0% per annum as of December 31, 2015 and 5.0% per annum as of December 31, 2014.
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·the short-term domestic CDI rate decreased to 11.65% per annum as of December 31, 2023, from 13.65% per annum as of December 31, 2022 and from 4.4% per annum as of December 31, 2021; and
·IPCA recorded in 2023 was 4.62%, decreasing from 5.79% in 2022, and decreasing from 10.1% in 2021.

The table below provides information about our significant interest-rate sensitive instruments:

Payment Schedule—Breakdown by Type of Interest Rate
 As of December 31, 2023
 Expected Maturity Date
 20242025202620272028ThereafterTotalFair Value(1)
 (in millions of reais, unless otherwise indicated)
Liabilities:      
Loans and financings:      
Fixed rate, denominated in U.S. dollars 786 ---5,67825.57532.03826.126
Average interest rate6.5%---4.5%6.7%  
Variable rate, denominated in U.S. dollars (SOFR)1.1025671.2691.8824403455,6045.312
Average interest rate (SOFR)5.1%4.3%3.9%3.7%3.6%3.5%  
Bond Idesa fixed rate, denominated in U.S. dollars 187 --- -10,13210,319 6.153
Average interest rate7.1%----7.2%  
Variable rate, denominated in U.S. dollars (Braskem Idesa) 63415 44 34 665-1,392 1,243
Average interest rate4.2% 0.0%0,0% 0,0%0,0% -  
Fixed rate, denominated in reais 85 2 - -- 1614
Average interest rate8.0%6.9%6.5% - --  
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   Payment Schedule—Breakdown by Type of Interest Rate 
   As of December 31, 2016 Expected Maturity Date 
   2017  2018  2019  2020  2021  Thereafter  Total   Fair
Value(1)
 
   (in millions ofreais, unless otherwise indicated) 

Liabilities:

          

Loans and financings (excluding debentures) (2):

          

Fixed rate, denominated in U.S. dollars

   827.6   3,133.7   249.6   1,791.6   3,283.4   6,518.2   15,804.2    14,097.7 

Average interest rate

   5.5  7.4  7.8  7.1  5.7  6.4   

Variable rate, denominated in U.S. dollars

   632.9   610.2   1,425.0   75.3   65.8   78.5   2,887.7    2,887.7 

Average interest rate (over LIBOR)

   3.7  1.6  1.9  1.3  1.1  1.3   

Ethylene XXI Project finance fixed rate, denominated in U.S. dollars

   180.9   189.0   194.5   218.9   236.1   1,556.4   2,575.7    2,575.7 

Average interest rate

   4.9  4.9  4.9  4.8  4.8  4.8   

Ethylene XXI Project finance variable rate, denominated in U.S. dollars

   479.3   536.5   556.8   658.3   762.2   4,657.1   7,650.1    7,650.1 

Average interest rate

   4.0  3.9  3.9  3.9  3.9  4.0   

Fixed rate, denominated in reais

   592.0   203.3   171.4   119.0   82.1   130.0   1,297.8    1,297.8 

Average interest rate

   7.0  5.4  5.5  6.0  6.4  6.4   

Variable rate, denominated in reais

   541.5   416.5   322.7   185.3   60.7   3.0   1,529.6    1,529.6 

Average interest rate (over TJLP)

   2.8  2.8  2.8  2.7  2.6  2.6   

Variable rate, denominated in reais

   195.0   186.1   1.032.2   178.3   145.0   —     1,736.6    1,736.6 

Average interest rate (CDI referenced)

   14.4  14.4  15.3  14.4  14.4  0.0   

Variable rate, denominated in reais

   141.6   142.9   139.3   120.9   54.9   3.1   602.6    602.6 

Average interest rate (over SELIC)

   2.6  2.6  2.6  2.6  2.4  2.3   

Total loans and financings

   3,590.7   5,418.1   4,091.4   3,347.7   4,690.3   12,946.3   34,084.4    32,377.9 

Assets:

          

Cash and cash equivalents and other instruments:

          

Fixed rate, denominated in foreign currency

   3,609.4   —     —     —     —     —     3,609.4    3,609.4 

Variable rate, denominated inreais

   3,925.2   —     —     —     —     —     3,925.2    3,925.2 

Total cash and cash equivalents and other investments

   7,534.6   —     —     —     —     —     7,534.6    7,534.6 

Variable rate, denominated in reais-- - 00 332
Average interest rate (over TR)-- -3.3%3.3%3.3%  
Variable rate, denominated in reais1129 480327-2,9503,8783,366
Average interest rate (CDI)12%14.7%11.7%11.7%-11.7%  
Variable rate, denominated in reais103 61 48 48 6902531,2031,474
Average interest rate (over IPCA)6.0%6.0%6.0%6.0%5.6%5.8%  
Total Loan and financings 2,930 6571,8432,2927,473 39,25854,453 43,690
Assets:      
Cash and cash equivalents and other instruments:        
Fixed rate, denominated in foreign currency 7,051 -  -  - 7,051 7,051
Variable rate, denominated in reais 12,109 -  -  - 12,109 12,109
Total cash and cash equivalents and other investments 19,160 -  -  - 19,160 19,160
(1)Representsrepresents the net present value of the future cash flows from the obligations converted intoreais at fair market value as of December 31, 2016.31,2023.
(2)Does not include the aggregate amount of R$315.6 million related to transaction costs.

In the event that the average interest rate applicable to our financial assets and debt in 2017 were 1%2024 is one percentage point higher than the average interest rate in 2016,2023, our financial income would increase by approximately R$74.6192 million and our financial expenses would increase by approximately R$ 340.8544 million.

Foreign Currency Exchange Rate Risk

Our liabilities that are exposedwith exposure to foreign currency exchange rate risk are primarily denominated inmainly U.S. dollars.dollar-denominated. To partially offset ourthe risk of anya devaluation of thereal against the U.S. dollar, we currently maintain available liquid assets denominated in U.S. dollars and enter into derivative contracts.available. Additionally, in order to provide a better representation of the actual exchange rate risk related to future exports, we designated part of our U.S. dollar-denominated liabilities as a hedging instrument, implementing the hedge accounting treatment onsince May 1, 2013. We borrow in the international markets to support our operations and investments; we are exposedhave exposure to market risks from changes in foreign exchange rates and interest rates.

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The table below provides information about our significant foreign currency exposures:

Payment Schedule—Breakdown by Currency

 
   As of December 31, 2016 Expected Maturity Date 
   2017   2018   2019   2020   2021   Thereafter   Total   Fair
Value(1)
 
   (in millions ofreais) 

Liabilities:

                

Loans, financings and trade payables:

                

Loans and financings denominated in U.S. dollars (2)

   2,120.6    4,469.4    2,425.8    2,744.1    4,347.6    12,810.2    28,917.8    27,211.3 

Accounts payable denominated in U.S. dollars

   4,380.4    —      —      —      —      —      4,380.4    4,380.4 

Total loans, financings and trade payables

   6,501.0    4,469.4    2,425.8    2,744.1    4,347.6    12,810.2    33,298.3    31,591.7 

Assets:

                

Cash, cash equivalents and other investments denominated in foreign currency

   3,609.4    —      —      —      —      —      3,609.4    3,609.4 

Total cash and cash equivalents and other investments

   3,609.4    —      —      —      —      —      3,609.4    3,609.4 

Hedge Accounting:

                

Hedge Accounting designated Exports/Sales

   1,301.6    3,293.2    3,143.4    3,236.8    3,331.9    13,143.1    27,449.9    27,449.9 

Payment Schedule—Breakdown by Currency
 As of December 31, 2023, Expected Maturity Date
 20242025202620272028ThereafterTotalFair Value(1)
 (in millions of reais)
Liabilities:        
Loans, financings and trade payables:        
Loans and financings denominated in U.S. dollars  2,708  581  1,313  1,916  6,783  36,052  49,353  39,034
Accounts payable denominated in U.S. dollars  9,249  -  -  -  - - 9,249 9,249
Total loans, financings and trade payables11,957  581  1,313  1,916  6,783  36,052  58,602  48,283
Assets:        
Cash and cash equivalents and other investments Denominated in foreign currency  7,051  -  -  -  - - 7,051 7,051
Total cash and cash equivalents and other investments  7,051  -  -  -  - - 7,051 7,051
Hedge Accounting:        
Hedge Accounting designated Exports/Sales9543,982  1,489  1,089  8,593  20,454  36,561  36,561
         
(1)Represents the net present value of the future cash flows from the obligations converted intoreais at fair market value as of December 31, 2016.
(2)Does not include the aggregate amount of R$303.7 million related to transaction costs.2023

Our foreign currency exposures give rise to market risks associated with exchange rate movements of thereal against the U.S. dollar. Foreign currency-denominated liabilities as of December 31, 20162023, consisted primarily of U.S. dollar-denominated debt. Our foreign currency -denominated indebtedness,U.S. dollar-denominated debt, including short-term debt and current portion of long-term debt, net of transaction costs, was R$28,614.1 million48.4 billion (US$8,779.8 million)10.0 billion) as of December 31, 20162023, and R$33,571.2 million$43.3 billion (US$8,597.4 million)8.3 billion) as of December 31, 2015.2022. This foreign currency exposure is represented by debt in the form of notes, bonds,pre-export finance facilities and working capital loans. In addition, this indebtedness includes the aggregate amount of R$10,437.8 million (US$3,202.7 million) outstanding as of December 31, 2016 in connection with the Braskem Idesa Financing.

Our cash and funds available in U.S. dollars partially protect us against exposure arising from the U.S. dollar-denominated debt. Similarly, revenuesrevenue from future sales and exports partially offsetoffsets this foreign currency exposure for U.S. dollar-denominated debt, and we therefore adopted hedge accounting treatment to provide a better representation of our actual exposure. InSince 2016, we began to recognizeBraskem has recognized the exchange rate variation, held on “Other Comprehensive Income”,Income,” to the income statement, following the future sales and exports designation schedule (For(for further information, see note 17 of28.7 to our audited consolidated financial statements elsewhere in this annual report).

In the event that thereal were to devalue depreciated by 10% against the U.S. dollar during 20172023 as compared to thereal/ real/U.S. dollar exchange rate as of December 31, 2016,2022, our financial expenses indexed to the dollar in 20172023 would increasehave increased by approximately R$ 2,891 million,4.9 billion, and our financial income would increasehave increased by approximately R$ 360.2705.1 million.

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During the fourth quarter of 2016, Braskem commenced anon-speculative program of hedging against itsreal-denominated liabilities to mitigate its exposure to costs related to energy, water, personnel and capital expenditures related to maintenance. The program is in line with our risk management policy and utilizes put options andzero-cost collars for a maximum period of 24 months.

Commodity Prices

We do not currently hedge our mainthe exposure to changes in pricesthe price of naphtha, our principal raw material, which are linked to international market prices denominated in U.S. dollars of naphtha and other petroleum derivatives. We do not hedge this main exposure,material. This is, in part, because a portion of our sales are exports payable in foreign currencies and linked to the international market prices of these commodities denominated in U.S. dollars and, in part, because the prices of our polyethylene, polypropylene and PVC products sold in domestic markets generally reflect changes in the international market prices of these products denominated in U.S. dollars, converted intoreais. In periods of high volatility in the U.S. dollar price of naphtha or thereal/U.S. dollar exchange rate, there is usually a lag between the time that the U.S. dollar price of naphtha increases or the U.S. dollar appreciates and the time that we can effectively pass on the resulting increased cost inreais to our customers in Brazil. Accordingly, if the U.S. dollar price of naphtha increases precipitously or thereal devalues precipitously against the U.S. dollar in the future, we may not immediately be able to pass on all of the corresponding increases in our naphtha costs to our customers in Brazil, which could materially adversely affect our results of operations and financial condition. See “Item 3. Key Information—D Risk Factors—Risks Relating to Our CompanyUs and the Petrochemical Industry.”

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

The Bank of New York Mellon, which was designated our depositary in December 2016, collects its fees for the delivery and surrender of ADSs directly from investors depositing shares or surrendering ADSs or from intermediaries acting for them. The depositary also collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deductions from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may generally refuse to providefee-attracting services subject to the payment of fees until its fees for those services are paid.

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Persons depositing or withdrawing shares must pay:Fees and Expenses

Persons depositing or withdrawing shares or ADS holders must pay:For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)

·Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property

·Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates

$.05 (or less) per ADS

·Any cash distribution to ADS holders

A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs

·Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the Depositary to ADS holders

$.05 (or less) per ADS per calendar year

·Depositary services
Registration or transfer fees·Transfer and registration of shares on our share register to or from the name of the Depositary or its agent when you deposit or withdraw shares
Expenses of the Depositary

·Cable (including SWIFT) and facsimile transmissions (when expressly provided in the Deposit Agreement)

·Converting foreign currency to U.S. dollars

Taxes and other governmental charges the Depositary or the custodian has to pay on any ADSs or shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes

·As necessary
Any charges incurred by the Depositary or its agents for servicing the deposited securities·As necessary

 

U.S.$5.00 for each 100 ADSs (or portion thereof) issued, delivered, reduced, cancelled or surrendered (as the case may be) plus any additional fees charged by any governmental authorities or other institutions such as the Companhia Brasileira de Liquidação e Custódia (the Brazilian Clearing and Depository Corporation);

a fee of U.S.$0.05 or less per ADS for any Cash distribution made pursuant to the Deposit Agreement;

a fee of U.S.$1.50 per ADR or ADRs for transfers made pursuant to paragraph;

a fee for the distribution or sale of securities;

an aggregate fee of U.S.$0.05 or less per ADS per calendar year (or portion thereof) for services performed by the Depositary in administering the ADRs;

a fee for the reimbursement of such fees, charges and expenses as are incurred by the Depositary and/or any of its agents; and

transfer or registration fees for the registration or transfer of Deposited Securities on any applicable register in connection with the deposit or withdrawal of Deposited Securities.

During the year ended December 31, 2016,2023, we received from the depositary of our ADSs approximately US$800,000,1,189 thousand, which was used for general corporate purposes such as the payment of costs and expenses associated with (1) the preparation and distribution of proxy materials, (2) the preparation and distribution of marketing materials and (3) consulting and other services related to investor relations.

PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES
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Our management has identified material weaknesses in our internal control over financial reporting, which we describe in the “Management’s Report on Internal Control over Financial Reporting”. In addition, our management has analyzed these material weaknesses, made all necessary adjustments in our consolidated financial statements, and concluded that our consolidated financial statements fairly present, in all material respects, our financial condition, results of operations and cash flows at and for the periods presented, and the impact of all facts known to our management to date has been reflected in the consolidated financial statements.ITEM 15. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act as of December 31, 2016. Based upon our evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that as a result of the material weaknesses in our internal control over financial reporting described below, as of December 31, 2016 our2023. Our disclosure controls and procedures were not effectiveare designed to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is being recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that it iswas accumulated for and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow for timely decisions regarding the required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective. Based on our management’s evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective.

Material Weaknesses inManagement’s Annual Report on Internal Control over Financial Reporting

A material weaknessOur management is a deficiency, or a combination of deficiencies, inresponsible for establishing and maintaining adequate internal control over financial reporting such that thereas defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable possibility that a material misstatementassurance regarding the reliability of financial reporting and the company’s annual or interimpreparation of consolidated financial statements willfor external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not be preventedprevent or detected on a timely basis. Duringdetect misstatements. Projections of any evaluation of the effectiveness of internal control to future periods are also subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of the CEO and CFO, under the oversight of the Board of Directors, assessed the effectiveness of our assessment of internal control over financial reporting as of December 31, 2016, we identified2023 based on criteria established in Internal Control — Integrated Framework (2013) issued by the material weaknesses described below.

Control Environment – Tone at the top: the failure in the tone at the top as certain former executives directed or were awareCommittee of parallel procedures to override internal controls and allow our company to pay commission for services to export agents without the effective execution of such services.

Anti-corruption compliance program and controls: the failure to maintain effective anti-corruption compliance controls and programs designed to prevent and detect violationsSponsoring Organizations of the Foreign Corrupt Practices ActTreadway Commission (COSO).

Based on its assessment, our management has concluded that we maintained effective internal control over financial reporting as of 1977 (FCPA) and other applicable anti-corruption laws. This deficiency did not resultDecember 31, 2023, based on criteria in a misstatementInternal Control-Integrated Framework, issued by the COSO (2013).

Audit of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to certain payments:the failure to maintain effective controls related to manual payments, such as commissions for services to export agents, which permit payments to be made without the appropriate services being rendered by a rightful vendor. This deficiency did not result in a misstatementEffectiveness of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to ledger accounts: the failure to maintain effective monitoring controls, controls over reconciliation and journal entries approval and review over the ledger accounts used to record accruals and payments of commissions to export agents. This deficiency did not result in a misstatement of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to ledger accounts: the failure to maintain controls related to the recording of and monitoring overin-transit inventory (naphtha) in theyear-end for raw material (naphtha) import operations processed by one of the Company’s consolidated subsidiaries, Braskem Netherlands. This deficiency resulted in adjustments in the restated 2015 financial statements.

Controls related to long-term debt presentation and disclosure:the failure to design controls related tonon-financial covenants for long-term debt which led to an inadequate classification between long and short-term debt obligations in Braskem’s consolidated subsidiary, Braskem Idesa.

The material weaknesses could result in a misstatement of Braskem’s account balances or disclosures that would result in a material misstatements to Braskem’s annual or interim consolidated financial statements that would not be prevented or detected.

Remediation Efforts

Our management has been actively engaged in the design and implementation of remediation efforts to address the identified material weaknesses, as well as other identified areas of risk. The remediation efforts outlined below, which have been implemented or are in the process of implementation, are intended to address both the identified material weaknesses and related areas. The design and implementation of these and other remedial efforts are the responsibility of our management.

Control Environment and Anti-corruption compliance program and controls: as described below a number of steps have been taken and are being taken to strengthen our Control Environment and to design and implement a robust Anti-Corruption compliance culture, program and controls. In our assessment, such measures will be fully implemented and producing the necessary and proven effects in 2017. Such measures include:

1.The establishment of the Compliance Committee in May 2016, that is formed by independent members of our Board of Directors, and its main objectives are (i) to evaluate internal controls, risk exposure and compliance with applicable laws and regulations, (ii) to monitor investigations related to ethics complaints, (iii) to approve and periodically update the Policy on Ethics, Compliance and Transparency, which addresses anti-corruption measures and related party transactions and (iv) to develop training programs for board members, senior managers and certain employees. The Compliance Committee is independent from our Board of Executive Officers, reporting directly to our Board of Directors.

2.In August 2016, Braskem announced the hiring of an experienced Chief Compliance Officer (CCO). The CCO reports to the Compliance Committee and has as his main duties: (i) monitoring the exposure to risks and internal control systems; (ii) managing the internal audit; (iii) supervising the Ethics Line Channel, (iv) coordinating the Ethics Committee; (v) disseminating the Code of Conduct, (vi) conducting compliance training; and (vii) supervising the corporate policies related to compliance issues.

3.Increasing compliance staffing for Internal Controls, Risks Management, Compliance and Internal Audit areas and resources in accordance with Compliance department and program benchmarking.

4.Implementation of the Internal Audit area which is responsible for an independent and objective evaluation of processes, check compliance with policies and procedures and verification of controls effectiveness and efficiency.

5.Establishing anticorruption clauses for contracts with third parties.

6.Approval by our Board of Directors of a Policy on Compliance in Acting Ethically with Integrity and Transparency, which includes our policy on anti-corruption compliance and our Policy on Related Parties Transactions.

7.Providing training in 2016, including to our Board of Directors, Senior Management and Legal team (key business decision-makers) and Compliance team, which is focused on reinforcing awareness of best compliance practices and the need for robustness in our internal control environment.

8.Implementing planning for a training program for all staff during 2017, based on personal presentations ande-learning tools.

9.Issuing companywide (and other more targeted) compliance messaging from our senior management to our personnel.

10.Publishing and providing training during 2017 of the Institutional Relations handbook, that regulates our interactions with politicians and other public officials.

11.Designing, enhancing and continuing to improve the vendor master data, due diligence, procurement and payment procedures and associated controls.

12.Implementing a new set of controls in the last quarter of 2016. Despite our conclusion that these actions are sufficient we also understand that they need to achieve further maturity in execution in order to allow us to consider these deficiencies remediated. The new set of controls include improvements in the processes that presented vulnerabilities in the past, such as over manual journal entries, monitoring of payments of commissions and general ledger to ensure there are sufficient preventive and detective controls to mitigate the risks.

13.Implementing controls to improve the posting of entries in the inventory and trade payable for the raw material (naphtha) import process of one of the Company’s consolidated subsidiaries, Braskem Netherlands.

14.Re-designing the raw material import process to improve the monitoring of physical inventory in transit from the vendor to Braskem Netherlands and from Braskem Netherlands to Braskem SA.

15.Re-designing the covenants monitoring control in order to include more robust information and analyses to ensure the adequate classification of debit obligations into long and short term in Braskem Idesa.

Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm

Our management’s report onindependent registered accounting firm has audited the effectiveness of our internal control over financial reporting as of December 31, 2023, as stated in their report, which is included herein.

Remediation Actions Taken in 2022 Addressing Material Weakness Reported as of December 31, 2021

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Our management took certain actions to address the material weaknesses reported as of December 31, 2021 as described below:

Realization of the hedged items for certain debt at Braskem Idesa, a Mexican subsidiary

Our management has revised the review attributes that surround the accounting of hedged items. The following actions were executed and will be executed going forward to enhance the internal control:

·improve the hedge accounting control description to facilitate the activity understanding and execution by the control operator;
·provide training sessions to people involved in the transactional activities to deal with unusual transactions (such as prepayments) related to the hedge accounting process;
·enhance the level of the documentation that supports the accounting reconciliation process.

As a result of this annual report on pageF-[2]activities and the opinion issued byassessment conducted during 2022, our independent registered public accounting firm is included in the reportmanagement concluded that this material weakness was remediated as of PricewaterhouseCoopers Auditores Independentes that is included in this annual report on pagesF-[3] andF-[4].December 31, 2022.

Changes in Internal Control over Financial Reporting

TheOther than certain of the changes and certain of the remediation activities described above, arethere were no changes into internal control over financial reporting during the year ended December 31, 20162023, that would have materially affected, or are reasonably likely to materially affect, the Company’sour internal control over financial reporting.

ITEMItem 16A. AUDIT COMMITTEE FINANCIAL EXPERTAudit Committee Financial Expert

Our fiscal councilStatutory Compliance and Audit Committee currently includes antwo “audit committee financial expert”experts” within the meaning of this Item 16A. Our fiscal council has determined that Ismael Campos de Abreu16A and as such term is our fiscal council financial expert. Mr. Abreu’s biographical information is includeddefined in the SEC rules. See “Item 6. – A. Directors, Senior Management and Employees—Directors Statutory Compliance and Senior Management—Fiscal Council.” Given that our board has not made a formal determination as toAudit Committee” for information regarding the experience of Mr. Abreu’s independence, as that term is defined in Rule 303A.02 of the New York Stock Exchange’s Listed Company Manual, he is not considered independent under that standard. However, he meetsJosé Écio Pereira da Costa Júnior and Ms. Maria Helena Pettersson. They meet the standards of independence for fiscal councilexternal members of an audit committee under Brazilian Corporation Law. See “Item 6. Directors, Senior Managementthe Company’s policy and Employees—Directors and Senior Management—Fiscal Council” for more information.

of Comissão de Valores Mobiliários Resolution No. 23 of 2021.

ITEM 16B. CODE OF ETHICS
Item 16B. Code of Ethics

We have adopted a code of conduct that applies to members of our board of directors, fiscal council and board of executive officers, as well as to our other employees. ThisOur current code of conduct was approved by our board of directors.directors in April 2018, amended in June 2020 and October 2023. A copy of our code of conduct may be found on our website at www.braskem.com.br.www.braskem-ri.com.br. The information included on our website or that might be accessed through our website is not included in this annual report and is not incorporated into this annual report by reference.

Item 16C. Principal Accountant Fees and Services

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit andNon-Audit Fees

The following table sets forth the fees billed to us by our independent registered public accounting firm PricewaterhouseCoopersKPMG Auditores Independentes during the fiscal years ended December 31, 20162023, and 2015.December 31, 2022.

 

   Year Ended December 31, 
   2016   2015 
   (in millions ofreais) 

Audit fees(1)

  R$14.7   R$5.6 

Audit-related fees

   0.7    1.7 

Tax fees(2)

   1.4    3.8 

All other fees

   0.0    0.2 
  

 

 

   

 

 

 

Total fees

  R$16.8   R$11.3 
  

 

 

   

 

 

 
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Year Ended December 31,

 

2023

2022

 (in millions of reais)
Audit fees(1)42.834.3
Audit-related fees(2)3.41.3
Tax fees(3)2.72.8
All other fees

-

 

Total fees

49.0

38.5

 

(1)(1)Audit fees consist of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentesour independent registered public accounting firms in connection with the audit of our annual financial statements, interim audits, procedures as related to audit of income tax provisionsreviews and related reservesservices in connection with the audit and review of financial statements and review of documents filed with the SEC.
(2)(2)Audit-related fees refer to services provided in connection with debt offerings or sustainability reporting assurance.
(3)Tax fees consist of the aggregate fees billed by PricewaterhouseCoopers Auditores Independentesour independent registered public accounting firm for tax compliance reviews.

Pre-Approval Policies and Procedures

Our fiscal council and board of directors have approvedThe Company has an Audit andNon-Audit ServicesPre-Approval Policy, that sets forthinitially approved by the proceduresCompany’s Board of Directors on June 22, 2005 and amended on December 8, 2021, with prior analysis by the CCAE, which is now in effect under the name “Policy for hiring Independent Auditors.” The purpose of the Policy for hiring Independent Auditors is to regulate the process and the conditions pursuant to which services proposed to be performed by our independent auditors may bepre-approved. This policy is designed to (1) provide both generalpre-approval of certain types of services throughfor hiring the use of an annually established schedule setting forthCompany's Independent Auditors, including the types of services that have already beenpre-approved for a certain yearcan be provided by them to the Company or its Subsidiaries, the services that are not allowed and with respectthe annual list of pre-approved external audit and non-audit services. Our Management should, whenever requested by the CCAE's Coordinator, present an update on the progress of the External Audit and Non-Audit Services previously approved by the CCAE and respective compensation, to services not included in an annual schedule, specialpre-approval of services on a case by case basis by our fiscal council and our independent auditors, and (2) assessenable the CCAE to ascertain full compliance with thepre-approval policies and procedures. Policy.

Item 16D. Exemptions From the Listing Standards for Audit Committees

Our management periodically reportsCCAE meets the requirements for the exemption available to our fiscal council the nature and scopeforeign private issuers under paragraph (c)(3) of audit andnon-audit services rendered by our independent auditors and is also required to report to our fiscal council any breach of this policy of which our management is aware.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

We are relying on the general exemption from the listing standards relating to audit committees contained in Rule10A-3(c)(3) 10A-3 under the Exchange Act forAct. The CCAE is not the following reasons:

equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, it is not required to meet the standards of “independence” established in Rule 10A-3 and is not fully empowered to act on all the matters that are required by Rule 10A-3 to be within the scope of an audit committee’s authority. Nonetheless, with the attributes provided to the CCAE under our bylaws and CCAE’s chart to the extent permitted by Brazilian law, we arebelieve that its corporate governance system, taken as a foreign private issuer that haswhole, is materially equivalent to a fiscal council, which issystem having an audit committee functioning as a committee of its board of auditors (or similar body) established and selected pursuant to and as expressly permitted under Brazilian law;

Brazilian law requires our fiscal council to be separate from our board of directors;

members of our fiscal council are not elected by our management, and none of our executive officers is a member of our fiscal council;

Brazilian law provides standards fordirectors. Accordingly, the independence of our fiscal council from our management;

our fiscal council, in accordance with its charter, makes recommendations to our board of directors regarding the appointment, retention and oversight of the work of any registered public accounting firm engaged (including, the intermediation of disagreements between our management and our independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for our company, as Brazilian law requires that our board of directors appoint, retain and oversee the work of our independent public accountants;

our fiscal council (1) has implemented procedures for receiving, retaining and addressing complaints regarding accounting, internal control and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing, and (2) has authority to engage independent counsel and other advisors as it determines necessary to carry out its duties; and

our company compensates our independent auditors and any outside advisors hired by our fiscal council and provides funding for ordinary administrative expenses incurred by the fiscal council in the course of its duties.

We doCompany does not believe that ourits reliance on this generalthe exemption willin paragraph (c)(3) of Rule 10A-3 materially adversely affectaffects the ability of our fiscal councilthe CCAE to act independently and to satisfy the other requirements of Rule 10A-3 to the listing standards relatingextent permitted by Brazilian Corporate Law.

We also have a permanent fiscal council. However, as of November 9, 2021, we no longer rely on the fiscal council to audit committeesavail ourselves of the exemption contained in paragraph (c)(3) of Rule10A-3 under the Exchange Act.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

On August 13, 2012, our boardItem 16E. Purchases of directors authorized a share repurchase program under which we are authorized to repurchase up to 13,376,161 “class A” preferred shares at market prices overEquity Securities by the BM&FBOVESPA at any timeIssuer and from time to time prior to August 28, 2013. In 2012, we repurchased 262,300 shares under this program. In 2013 and 2014, we did not repurchase any shares.Affiliated Purchasers

On February 11, 2015, our board of directors approved the fifth program for the repurchase of shares effective for the period between February 19, 2015 and February 19, 2016, through which we may acquire up 3,500,000 “class A” preferred shares at market price.

In April 20, 2015, we had repurchased 80,000 “class A” preferred shares for an aggregate of R$0.9 million.

ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT

Not applicable.

Item 16F. Change in Registrants Certifying Accountant

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.

Item 16G. Corporate Governance

On November 4, 2003, the SEC approved the final corporate governance rules established by the NYSE. According to these rules, foreign private issuers that are listed on the NYSE, such as Braskem, are subject to a more limited set of corporate governance requirements than those imposed on U.S. domestic issuers. As a foreign private issuer, Braskem must comply with the following four requirements imposed by the NYSE:

Braskem must satisfy the audit committee requirements of Rule10A-3 under the Exchange Act;
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Braskem’s chief executive officer must promptly notify the NYSE in writing if any executive officer of Braskem becomes aware of any materialnon-compliance with any of the applicable NYSE corporate governance rules;
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Braskem must provide a brief description of any significant ways in which Braskem’s corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE corporate governance rules; and

Braskem must submit an executed written affirmation annually to the NYSE and an interim written affirmation to the NYSE each time a change occurs to Braskem’s board of directors or any committees of Braskem’s board of directors that are subject to Section 303A, in each case in the form specified by the NYSE.
·Braskem must satisfy the audit committee requirements of Rule 10A-3 under the Exchange Act;
·Braskem’s chief executive officer must promptly notify the NYSE in writing if any executive officer of Braskem becomes aware of any material non-compliance with any of the applicable NYSE corporate governance rules;
·Braskem must provide a brief description of any significant ways in which Braskem’s corporate governance practices differ from those required to be followed by U.S. domestic issuers under the NYSE corporate governance rules; and
·Braskem must submit an executed written affirmation annually to the NYSE and an interim written affirmation to the NYSE each time a change occurs to Braskem’s board of directors or any committees of Braskem’s board of directors that are subject to Section 303A, in each case in the form specified by the NYSE.

Significant Differences

The significant differences between Braskem’s corporate governance practices and the NYSE’s corporate governance standards are mainly due to the differences between the U.S. and Brazilian legal systems. Braskem must comply with the corporate governance standards set forth under the Brazilian CorporationCorporate Law, the rules of the CVM and the applicable rules of the BM&FBOVESPA,B3, as well as those set forth in Braskem’sby-laws. bylaws.

The significant differences between Braskem’s corporate governance practices and the NYSE’s corporate governance standards are set forth below.

Independence of Directors and Independence Tests

In general, the NYSE corporate governance standards require listed companies to have a majority of independent directors and set forth the principles by which a listed company can determine whether a director is independent. However, under the NYSE corporate governance standards, a listed company (whether U.SU.S. or foreign) of which more than 50% of the voting power is held by another company (a “controlled company”), need not comply with the following NYSE corporate governance standards:

A controlled company need not have a majority of independent directors;

A controlled company need not have a nominating/corporate governance committee composed of independent directors with a charter that complies with the NYSE corporate governance rules; and

A controlled company need not have a compensation committee composed of independent directors with a charter that complies with the NYSE corporate governance rules.
·A controlled company need not have a majority of independent directors;
·A controlled company doesn’t need to have a nominating/corporate governance committee composed of independent directors with Internal Rules that comply with the NYSE corporate governance rules; and
·A controlled company doesn’t need to have a compensation committee composed of independent directors with Internal Rules that comply with the NYSE corporate governance rules.

Because a majority of the voting power of Braskem’s capital stock is directly controlled by Novonor S.A. - Em Recuperação Judicial (formerly Odebrecht S.A.), Braskem is a controlled company, and would therefore not be required to have a majority of independent directors if it were a U.S. domestic issuer.directors.

Although Brazilian CorporationCorporate Law and Braskem’sby-laws bylaws establish rules in relation to certain qualification requirements of its directors, neither Brazilian CorporationCorporate Law nor Braskem’sby-laws bylaws require that Braskem havehas a majority of independent directors nor require Braskem’s board of directors or management to test the independence of Braskem’s directors before such directors are appointed.

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Pursuant to an amendment to the Brazilian Corporate Law introduced by Law No. 14,195/2021, it became mandatory for the board of directors of publicly held companies such as Braskem to have 20% of their board of directors composed by independent members. Although we had already voluntarily adopted a board of directors with at least 20% of independent members, we amended our Policy on January 31, 2024 to reflect the exact requirements set out in regulation recently enacted by the CVM and the independent Directors elected at the 2024 Annual General Meeting comply with it.

Currently Braskem has six (6) independent members, from a total of eleven (11) members.

Executive Sessions

The NYSE corporate governance standards requirenon-management directors of a listed company to meet at regularly scheduled executive sessions without management.

According to the Brazilian Corporation Law No. 6,404/76 (the “Brazilian Corporate Law”), up to 1/3one-third of the members of Braskem’s board of directors canmay be elected to managementboard of executive officer’s positions. The remainingnon-managementCurrently all Braskem’s directors are not expressly empowered to serve as a check on Braskem’s management, and therenon-management directors. There is no legal requirement that those directors meet regularly without management. Notwithstanding the foregoing, Braskem’s board of directors consists entirely ofnon-management directors, and therefore Braskem believes it would be in compliance with this NYSE corporate governance standard.

Nominating/Corporate Governance and Compensation Committees

The NYSE corporate governance standards require that a listed company have a nomination/corporate governance committee and a compensation committee, each composed entirely of independent directors and each with a written charterInternal Rules that addressesaddress certain duties. However, as a controlled company, Braskem would not be required to comply with these requirements if it were a U.S. domestic company.

Braskem is not required under Brazilian lawCorporate Law to have, and accordingly does not have, a nominating/corporate governance committee or a compensation committee. Currently, all of Braskem’s directors are nominated by certain of its shareholders, including Novonor S.A. - Em Recuperação Judicial (formerly Odebrecht S.A.), pursuant to shareholders agreements and Braskem’sby-laws.

Braskem is not required under Brazilian law to have a compensation committee. However, Braskem has a personnelthe People and organization committee,Organization Committee, which is a subcommitteecommittee of its board of directors whichthat is responsible for, among other things, analyzing proposals and making recommendations to Braskem’s board of directors with respect to the total compensation paid to Braskem’s management, including Braskem’s chief executive officer. This committee, however, does not evaluate the performance of the chief executive officer in light of corporate goals and objectives. things:

·contributes to the preparation and oversight of the effective compliance regarding rules that govern the nomination of members of the board of directors, of its supporting committees and statutory executive Board;
·evaluate, prior to board of directors’ analysis, the CEO’s proposal regarding the statutory executive board’s composition, as well as its possible alternate; and
·analyze, prior to board of directors’ analysis, market references regarding the parameters and criteria presented by the Company’s management for administrators’ compensation and to submit a proposal for board of directors’ approval; and
·contribute with the board of directors in the annual performance assessment of the CEO based on the targets defined in its action plan and approved by the board of directors, and to analyze the results of the annual performance assessment held by the CEO of members of the statutory executive board, which results shall be presented to the board of directors.
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Under Brazilian CorporationCorporate Law, Braskem’s shareholders establish the aggregateglobal compensation of its directors, fiscal council, and executive officers, including benefits and allowances, at a general shareholder’sshareholders’ meeting based on the recommendation of Braskem’s board of directors. Under Braskem’s Bylaws, the shareholders establish the global compensation and the board of directors establishes the individual compensation.

Audit Committee and Audit Committee Additional Requirements

The NYSE corporate governance standards require that a listed company have an audit committee with a written charterInternal Rules that addressesaddress certain specified duties and that is composed of at least three independent members, all of whom satisfy the independence requirements of Rule10A-3 under the Exchange Act and Section 303A.02 of the NYSE’s Listed Company Manual.

As a foreign private issuer that qualifies for the general exemption from the listing standards relating to audit committees set forth inSection 10A-3(c)(3) under the Exchange Act, Braskem is not subject to the independence requirements of the NYSE corporate governance standards. See “Item 16D. Exemptions From the Listing Standards for Audit Committees.”

The SEC has recognized that, for foreign private issuers, local legislation may delegate some of the functions of the audit committee to other bodies. We established the CCAE upon approval at the board of directors meeting held on November 9, 2021. Our CCAE meets the requirements for the exemption available to foreign private issuers under paragraph (c)(3) of Rule 10A-3 under the Exchange Act. The CCAE is not the equivalent of, or wholly comparable to, a U.S. audit committee. Among other differences, it is not required to meet the standards of “independence” established in Rule 10A-3 and is not fully empowered to act on all the matters that are required by Rule 10A-3 to be within the scope of an audit committee’s authority.

Shareholder Approval of Equity Compensation Plans

The NYSE corporate governance standards require that shareholders of a listed company must be given the opportunity to vote on all equity compensation plans and material revisions thereto, subject to certain exceptions.

Under the Resolution No. 77/2022 of the Brazilian Corporation Law,Securities Commission (Comissão de Valores Mobiliários – “CVM”), shareholderpre-approval is required for the adoption and revision of any equity compensation plans. Braskem does not currently have anyOn July 28, 2023, our shareholders approved our Long Term Incentive Plan, which is an equity incentive compensation plans.plan that provides the yearly opportunity for certain members of our Company, selected by the Board of Directors, to voluntarily adhere to the plan by acquisition of our shares and receive matching shares after the vesting period of three years provided the member continuously holds the shares acquired and remains a member of the company during the entire vesting period.

Corporate Governance Guidelines

The NYSE corporate governance standards require that a listed company must adopt and disclose corporate governance guidelines that address certain minimum specified standards which include: (1) director qualification standards; (2) director responsibilities; (3) director access to management and independent advisors; (4) director compensation; (5) director orientation and continuing education; (6) management succession; and (7) annual performance evaluation of the board of directors.

Braskem has adopted the BM&FBOVESPA’sBrazilian Stock Exchange (B3 S.A. - Brasil, Bolsa e Balcão) corporate governance rules for Level 1 companies and must also comply with certain corporate governance standards set forth under Brazilian CorporationCorporate Law. See “ItemItem 9. The Offer and Listing—Trading on the BM&FBOVESPA—BM&FBOVESPA Corporate Governance Standards.B3.” The Level 1 rules do not require Braskem to adopt and disclose corporate governance guidelines covering the matters set forth in the NYSE’s corporate governance standards. However, certain provisions of Brazilian CorporationCorporate Law that are applicable to Braskem address certain aspects of director qualifications standards and director responsibilities.

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Code of Business Conduct and Ethics

The NYSE corporate governance standards require that a listed company must adopt and disclose a code of business conduct and ethics for directors, officers and employees and promptly disclose any waivers of the code for directors or officers. Each code of business conduct and ethics should address the following matters: (1) conflicts of interest; (2) corporate opportunities; (3) confidentiality; (4) fair dealing; (5) protection and proper use of company assets; (6) compliance with laws, rules and regulations (including insider trading laws); and (7) encouraging the reporting of any illegal or unethical behavior.

Braskem has adopted a codeCode of business conductConduct applicable to its directors, officers and employees, which addresses each of the items listed above. Braskem’s codeCode of business conductConduct is available on Braskem’sour investor relations website at www.braskem.com.br. The information included on our website or that might be accessed through our website is not included in this annual report and is not incorporated into this annual report by reference. No waivers of the provisions of the codeCode of business conductConduct are permitted, except thatif the restrictions on outside activities do not apply to Braskem’s directors and members of its fiscal council.

The main purpose of Braskem’s Code of Conduct is to establish the principles, values and standards that guide the business conduct of Team Members in their internal and external relations. Braskem also has a Code of Conduct for Contractors, which focuses on its relations with suppliers and partners.

ITEM 16H. MINE SAFETY DISCLOSURE

Clawback Policy

On November 9, 2023, we adopted a Variable Compensation Refund Policy (Clawback Policy) to comply with amended applicable rules and regulations. The Clawback Policy is attached as an exhibit to this Annual Report.

Item 16H. Mine Safety Disclosure

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in exhibit 99.01.

99.01.

Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

Item 16J. INSIDER TRADING POLICIES

Not applicable.

Item 16K. CYBERSECURITY

Risk Management and Strategy

Our Cyber Risk Management and Strategy processes are based on the NIST (National Institute of Standards and Technology at the U.S. Department of Commerce) Cybersecurity Framework, which outlines best practices on cyber security protection. Such international policy framework is structured around five areas: identify, protect, detect, respond, and recover, which we have also adopted and integrated into our risk management routines.

Our process for assessing, identifying, and managing material risks from cybersecurity focuses on identifying and neutralizing cybersecurity threats before a potential attack occurs and potentially compromises our platform’s confidentiality, integrity and availability. As part of our cybersecurity resiliency strategy and in an effort to mitigate potential cybersecurity risks, we employ various measures, including employee training, systems monitoring, and testing and maintenance of protective systems and contingency plans.

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We deploy security tools to help bolster our defense detection capabilities, such as web application firewall, endpoint detection and response systems, security information and event management tools.

All projects and engagements with third-party suppliers that involve the implementation of solutions in our environment must comply with our information security requirements, including information security checklists.

We regularly evaluate ourselves for appropriate business continuity and disaster recovery planning, with test scenarios that include simulations and penetration tests. Our software teams include professionals dedicated to the development, security, and operations (DevSecOps) of our systems. Our team of IT specialists conducts periodical vulnerability scan to identify vulnerabilities and risks and propose action plans. Our team of IT specialists meets weekly to assess material risks from cybersecurity threats. The correction of any vulnerabilities is made taking into account key performance indicators (“KPIs”), which we believe to be an efficient tool for risk management.

All of our business units, from digital to industrial automation, are expected to follow pre-determined procedures, active monitoring routines and respond promptly after the occurrence of a security incident.

We have an Information Security Master Plan in place, with the goal of improving our information security environment through the creation of new processes and implementation of new market solutions. The Information Security Master Plan helps guide our information security strategy.

We also have a Cyber Incident Response Plan (CIRP) in place to address and resolve any incidents or cybersecurity issues. In the event of cybersecurity incidents or imminent threats, our IT team first carries out an incident evaluation and investigation. To the extent needed, the IT team may set up a crisis room and escalate the situation to our senior management, while the team works on addressing and resolving the issue and, if needed, reestablishing our systems environment.

We work closely with an IT specialized company, which is currently responsible for maintaining and supporting Braskem’s IT environment. A contract with a third-party company specialized in computer forensic analysis is also in place, covering the potential assistance upon the occurrence of any incidents or threats requiring evidence collecting.

Governance

Our Board of Directors has delegated oversight over cybersecurity matters to our Statutory Compliance and Audit Committee. Our Statutory Compliance and Audit Committee works with our management to implement processes to monitor cybersecurity matters, receive regular updates on cybersecurity tests, incident response plan and our cybersecurity policies and procedures; ensure that management is conducting regular risk assessments; receive periodic reports related to designated cybersecurity incidents from management; establish with management an agreed upon approach for communication during a cybersecurity incident; monitor material cybersecurity developments through update calls with management and provide guidance on key decisions; review and debrief with management on post-incident remediation; monitor the content and timing of required cybersecurity disclosures; and ensure that we are in compliance with the regulations and rules related to cybersecurity, including but not limited to SEC rules.

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We have an Information Security Committee, which was established by our management to manage the cybersecurity risk processes described above. The Information Security Committee is responsible for discussing relevant and critical information security issues and ensuring the engagement and alignment of the main internal parties impacted by our Information Security Program. Decisions regarding cybersecurity risk management and strategy are also made by the Information Security Committee. Its main responsibilities are: to promote adequate knowledge about information security for all Braskem’s employees to periodically review the information security initiatives adopted by us, to evaluate projects involving information security whose risks have been identified by us as relevant, among other responsibilities.

The Information Security Committee is comprised of leaders from the areas of Information Technology, Compliance, Communication, Legal, Industrial Automation, and our offices in Europe, the United States, and Mexico, as well as the Chief Information Security Officer (“CISO”) and the Chief Information Officer (“CIO”). Our CISO and CIO are responsible for coordinating the activities of the Information Security Committee.

Our CISO holds a master’s degree in computer science with specialization in risk management, and has more than 24 years of experience in in the IT sector. He has experience in creating and leading a strategic information security team and has served as CIO and led large multidisciplinary teams in large companies. He has certifications in CCNA, CCNP, CCIE, CQS, MCSE and VCP. The CISO leads the our information security team and, in particular, identifies risks and implements countermeasures in the field of cybersecurity, considering both our internal operations and external scenarios. As part of his duties, the CISO provides relevant information to the officer responsible for Enterprise Risk Management in their regular discussions. The CISO also manages our Information Security Management System (“ISMS”) program. Guided by the principles of several industry-leading standards, such as the NIST Cybersecurity Framework and ISO 27001, the goal of the ISMS program is to continue to strengthen our cyber resilience.

Our CIO holds a systems analysis degree with an MBA in Finance, and has over 20 years of experience in the fields of information technology, innovation, implementation of shared services center, corporate projects with background in the financial and controllership areas. He has experience in, among other areas: (i) integration and unification of the IT area, data center, implementation of processes and systems, consolidation of service areas for several companies and countries (United States, Latin America, Europe and Africa); and (ii) organizational restructuring, acting in crisis management and management changes, with strong influence on the conduct of critical issues with shareholders, investors and key stakeholders.

The Information Security Committee meets on a bi-monthly basis and reviews any cybersecurity-related issues, including the identification and monitoring of any threats and assessment of any KPIs established by our IT team.

A report of the Information Security Committee’s activities is periodically submitted to our executive officers, our Board of Directors, and our Statutory Compliance and Audit Committee for information, which is generally responsible for oversight and strategic guidance with respect to cybersecurity matters. The report includes an overview of the state of our cybersecurity policies and procedures, an update on the most important cybersecurity risks that we face, an update on notable cybersecurity incidents and recent threats, and a summary of the results of our IT team’s recent independent cybersecurity assessments, among other relevant matters.

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As of the date of this annual report, and in the past three years, we have not identified any cybersecurity incidents that would have materially affected us, our business strategy, results of operations or financial condition. We cannot guarantee that such incidents will not occur and adversely affect our operations in the future. Our business, results of operations and financial condition may be adversely affected if any past or current vulnerabilities, known or unknown to us, become the target of unauthorized access or intrusion or evolve into security breaches and other incidents, including as a result of third-party action, employee or contractor error, nation state malfeasance, malware, phishing, computer hackers, system error, software bugs or defects, process failure or otherwise.

We and our third-party service providers and business partners may be unable to anticipate or prevent techniques used in the future to obtain unauthorized access or to sabotage systems and cannot guarantee that applicable recovery systems, security protocols, network protection mechanisms and other procedures are or will be adequate to prevent network and service interruption, system failure or data loss. Since techniques used to obtain unauthorized access change frequently and the sophistication and size of cybersecurity attacks is increasing, we may be unable to implement adequate preventative measures or stop the attacks while they are occurring. Any actual or perceived security breach or incident could delay or interrupt our operations, could result in loss, compromise, corruption or disclosure of confidential information, intellectual property and sensitive and personal data or data we rely on to operate, expose us to a risk incurring significant liability and be subject to regulatory scrutiny, investigations, proceedings and penalties, and require us to expend significant capital and other resources to neutralize any incident and implement additional security measures.

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PART III

Item 17. Financial Statements

ITEM 17. FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of responding to this item.

Item 18. Financial Statements

ITEM 18. FINANCIAL STATEMENTS

Reference is made to Item 19 for a list of all financial statements filed as part of this annual report.

Item 19. Exhibits

ITEM 19. EXHIBITS

(a) Financial Statements

Independent Auditor’s Reports on the Consolidated Financial StatementsF-1
Management’s Report on Internal Controls over Financial ReportingStatement of consolidated financial position at December 31, 2023 and 2022F-2F-4
Attestation ReportStatement of the Registered Public Accounting FirmF-3
Report of Independent Registered Public Accounting FirmF-4
Consolidated Balance Sheets as of December 31, 2016 and 2015F-6
Consolidated Statements of Operationsconsolidated profit or loss for the years ended December 31, 2016, 20152023, 2022 and 20142021F-8F-6
Consolidated StatementsStatement of Comprehensive Incomeconsolidated other comprehensive (loss) income for the years ended December 31, 2016, 20152023, 2022 and 20142021F-9F-7
StatementsStatement of Changesconsolidated changes in Equityequity for the years ended December 31, 2016, 20152023, 2022 and 20142021F-10F-8
Consolidated StatementsStatement of Cash Flowsconsolidated cash flow for the years ended December 31, 2016, 20152023, 2022 and 20142021F-12F-10
Notes to the Consolidated Financial Statementsconsolidated financial statements at December 31, 2023F-13F-12

(b) List of Exhibits

Exhibit Number

Exhibit

Exhibit
Number
 Exhibit
1.01
1.01By-laws,Bylaws of Braskem S.A., as amended (English translation) (incorporated by reference to Exhibit 1.1 to Form20-F 6-K of Braskem S.A. filed on May 5, 2016)April 21, 2022).
2.01
2.01Amended and Restated Form of Deposit Agreement, dated as of March 3, 2008,January 4, 2017, among Braskem S.A., JP Morgan ChaseThe Bank N.A.of New York Mellon, as Depositary, and all Owners and holders from time to timeHolders of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to FormF-6 of Braskem S.A. filed on August 12, 2013)December 22, 2016).
2.02Description of Securities.
2.023.01The total amount of long-term debt securities of our company and its subsidiaries under any one instrument does not exceed 10% of the total assets of our company and its subsidiaries on a consolidated basis. We agree to furnish copies of any or all such instruments to the SEC upon request.
3.01Shareholders’ Agreement of BRK Investimentos Petroquímicos S.A. and Braskem S.A., dated as of February 8, 2010, among Odebrecht S.A., Odebrecht Serviços e Participações S.A., Petróleo Brasileiro S.A. – Petrobras, and Petrobras Química S.A. – Petroquisa, and BRK Investimentos Petroquímicos S.A. and Braskem S.A., as intervening parties (English translation) (incorporated by reference to Exhibit 3.01 to Form20-F of Braskem S.A. filed on June 1, 2010).
3.02Memorandum of Understanding Regarding Shareholders Agreement, dated July 20, 2001, among Odebrecht Química S.A., Petroquímica da Bahia S.A., PETROS—Fundação Petrobras de Seguridade Social and PREVI—Caixa de Previdência dos Funcionários do Banco do Brasil (English translation) (incorporated by reference to Exhibit 3.05 to Form20-F of Braskem S.A. filed on June 30, 2003).
4.01Investment Agreement, dated as of January 22, 2010, among Odebrecht S.A., Odebrecht Serviços e Participações S.A., Petróleo Brasileiro S.A. – Petrobras, Petrobras Química S.A. – Petroquisa, Braskem S.A. and UNIPAR – União de Indústrias Petroquímicas S.A.(English translation) (incorporated by reference to Exhibit 4.02 to Form20-F of Braskem S.A. filed on June 1, 2010).
4.02Braskem S.A. Long-Term Incentive Plan (English translation)(incorporated by reference to Exhibit 4.23 to Form20-F of Braskem S.A. filed on June 23, 2006).
4.03Amendment and Restatement of Section 7 of Braskem’s Long-Term Incentive Plan, adopted at Extraordinary Shareholder’s Meeting on April 7, 2006 (English translation)(incorporated by reference to Exhibit 4.24 to Form20-F of Braskem S.A. filed on June 23, 2006).

4.04Naphtha Purchase Agreement, dated as of December 23, 2015, between Petróleo Brasileiro S.A.—Petrobras and Braskem S.A. (English translation). (*Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.) (incorporated by reference to Exhibit 4.04 to Form20-F of Braskem S.A. filed on May 5, 2016).
8.01List of subsidiaries (incorporated by reference to note 2.1.1 to our audited consolidated financial statements included elsewhere in this annual report).
12.01Certification of Principal Executive Officer dated September 22, 2017 pursuant to Exchange Act Rules13a-15(e) and15d-15(e).
12.02Certification of Principal Financial Officer dated September 22, 2017 pursuant to Rules13a-15(e) and15d-15(e).
13.01Certifications of Principal Executive Officer and Principal Financial Officer dated September 22, 2017 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.01Disclosure of Mine Safety and Health Administration Safety Data.

INDEX TO EXHIBITS

Exhibit
Number

Exhibit

1.01By-laws, as amended (English translation) (incorporated by reference to Exhibit 1.1 to Form20-F of Braskem S.A. filed on May 5, 2016).
2.01Amended and Restated Deposit Agreement, dated as of March  3, 2008, among Braskem S.A., JP Morgan Chase Bank, N.A. and all Owners and holders from time to time of American Depositary Shares issued thereunder (incorporated by reference to Exhibit 1 to FormF-6 of Braskem S.A. filed on August 12, 2013).
2.02The total amount of long-term debt securities of our company and its subsidiaries under any one instrument does not exceed 10% of the total assets of our company and its subsidiaries on a consolidated basis. We agree to furnish copies of any or all such instruments to the SEC upon request.
3.01Shareholders’ Agreement of BRK Investimentos Petroquímicos S.A. and Braskem S.A., dated as of February 8, 2010, among Odebrecht S.A., Odebrecht Serviços e Participações S.A., Petrobras Química S.A.–Petroquisa, Petróleo Brasileiro S.A. Petrobras, and Petrobras Química S.A. – Petroquisa, and BRK Investimentos Petroquímicos S.A. and Braskem S.A., as intervening parties (English translation), as amended on September 24, 2018 and as adhered to by OSP Investimentos S.A. on December 31, 2018 (incorporated by reference to Exhibit 3.011 to Form20-F 6-K of Braskem S.A. filed on June 1, 2010)February 28, 2019).
3.02
3.02MemorandumSecond Amendment to the Shareholders’ Agreement of Understanding Regarding Shareholders Agreement, dated July  20, 2001, among Odebrecht QuímicaBRK Investimentos Petroquímicos S.A. and Braskem S.A., Petroquímica da Bahiaentered into by Novonor S.A., PETROS—Fundaç– Em Recuperação Judicial, NSP Investimentos S.A. – Em Recuperação Judicial, and Petróleo Brasileiro S.A. – Petrobras, de Seguridade Social and PREVI—Caixa de Previdência dos Funcionários do Banco do Brasilon December 15, 2021 (English translation) (incorporated by reference to Exhibit 3.051 to Report on Form20-F 6-K of Braskem S.A. filed on June 30, 2003).December 16, 2021.
4.03
4.01Investment Agreement, dated asRestricted Share Award Plan of January  22, 2010, among Odebrecht S.A., Odebrecht Serviços e Participações S.A., Petróleo Brasileiro S.A. – Petrobras, Petrobras Química S.A. – Petroquisa, Braskem S.A. and UNIPAR – União de Indústrias Petroquímicas S.A.approved at the Extraordinary Shareholders’ Meeting held on March 21, 2018 (English translation) (incorporated by reference to Exhibit 4.021 to Form20-F 6-K of Braskem S.A. filed on June 1, 2010)March 22, 2018).
4.02 Braskem S.A. Long-Term Incentive Plan (English translation)(incorporated by reference to Exhibit 4.23 to Form20-F of Braskem S.A. filed on June 23, 2006).
228 
4.03Table of Contents Amendment and Restatement of Section  7 of Braskem’s Long-Term Incentive Plan, adopted at Extraordinary Shareholder’s Meeting on April  7, 2006 (English translation)(incorporated by reference to Exhibit 4.24 to Form20-F of Braskem S.A. filed on June 23, 2006).
4.04 
4.04English Summary of Petrochemical Naphtha Purchase and Sale Agreement dated as of December  23, 2015, betweenby and Between Petróleo Brasileiro S.A.Petrobras and Braskem S.A. (English translation). (*Confidential treatment has been requested for certain portions omitted from this exhibit pursuant to Rule24b-2 under the Securities Exchange Act of 1934, as amended. Confidential portions of this Exhibit have been separately filed with the Securities and Exchange Commission.)dated June 8, 2020 (incorporated by reference to Exhibit 4.04 to Form20-F of Braskem S.A. filed on May 5, 2016)14, 2021).
4.05English Summary of Petrochemical Naphtha Purchase and Sale Agreement by and Between Petróleo Brasileiro S.A. – Petrobras and Braskem S.A. dated June 8, 2020 (incorporated by reference to Exhibit 4.05 to Form 20-F of Braskem S.A. filed on May 14, 2021).
8.014.06English Summary of Petrochemical Naphtha Purchase and Sale Agreement by and Between Petróleo Brasileiro S.A. – Petrobras and Braskem S.A. dated June 8, 2020 (incorporated by reference to Exhibit 4.06 to Form 20-F of Braskem S.A. filed on May 14, 2021). 
4.07English Summary of Petrochemical Naphtha Purchase and Sale Agreement by and Between Petróleo Brasileiro S.A. – Petrobras and Braskem S.A. dated December 22, 2020 (incorporated by reference to Exhibit 4.07 to Form 20-F of Braskem S.A. filed on May 14, 2021).
4.08English Summary of Ethane, Propane and Hydrogen Purchase and Sale Agreement by and Between Petróleo Brasileiro S.A. – Petrobras and Braskem S.A. dated December 22, 2020 (incorporated by reference to Exhibit 4.08 to Form 20-F of Braskem S.A. filed on May 14, 2021).
8.01List of subsidiaries (incorporated by reference to note 2.1.12.3 to our audited consolidated financial statements included elsewhere in this annual report).
11.01Code of Conduct of Braskem S.A., as amended (English translation) (incorporated by reference to Exhibit 1 to Form 6-K of Braskem S.A. filed on October 26, 2023).
12.0197.01Variable Compensation Refund Policy (Clawback Policy).
12.01Certification of Principal Executive Officer dated September 22, 2017April 11, 2024 pursuant to Exchange Act Rules13a-15(e) and15d-15(e).
12.02
12.02Certification of Principal Financial Officer dated September 22, 2017April 11, 2024 pursuant to Rules13a-15(e) and15d-15(e).
13.01
13.01Certifications of Principal Executive Officer and Principal Financial Officer dated September 22, 2017April 11, 2024 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.01
99.01Disclosure of Mine Safety and Health Administration Safety Data.

229 
Table of Contents


SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

September 22, 2017Date: April 11, 2024

BRASKEM S.A.

By: /s/ Roberto Bischoff

Name: Roberto Bischoff

Title: Chief Executive Officer

 

BRASKEM S.A.
By

/s/ Fernando Musa

Name: Fernando Musa
Title: Chief Executive Officer


INDEX TO FINANCIAL STATEMENTS

Independent Auditors’s Reports on the Consolidated Financial Statements (Auditor Firm ID: 1124)F-1
Management’s Report on Internal Controls OverConsolidated Statement of Financial ReportingF-2
Attestation Report of the Registered Public Accounting FirmF-3
Report of Independent Registered Public Accounting FirmF-4
Balance SheetPosition as of December 31, 20162023 and 20152022F-6F-4
Statement of Operationsconsolidated profit or loss for the years ended December 31, 2016, 20152023, 2022 and 20142021F-8F-6
Statement of Comprehensive Incomeconsolidated other comprehensive (loss) income for the years ended December 31, 2016, 20152023, 2022 and 20142021F-9F-7
Statement of Changesconsolidated changes in Equityequity for the years ended December 31, 2016, 20152023, 2022 and 20142021F-10F-8
Statement of Cash Flowsconsolidated cash flow for the years ended December 2016, 201531, 2023, 2022 and 20142021F-12F-10
Notes to the Consolidated Financial StatementsF-12

Exhibit
Number

 F-13

Exhibit

2.02Description of Securities.
12.01Certification of Principal Executive Officer dated April 11, 2024 pursuant to Exchange Act Rules 13a-15(e) and 15d-15(e).
12.02Certification of Principal Financial Officer dated April 11, 2024 pursuant to Rules 13a-15(e) and 15d-15(e).
13.01Certifications of Principal Executive Officer and Principal Financial Officer dated April 11, 2024 pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.01Variable Compensation Refund Policy (Clawback Policy).
99.01Disclosure of Mine Safety and Health Administration Safety Data.

(a) Management’s report

 

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors
Braskem S.A.:

Opinions on internal controls overthe Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated statement of financial reporting

The managementposition of Braskem S.A. (“Braskem” or the “Company”), including the chief executive officer (“CEO”) and the chief financial officer (“CFO”), is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined in Rule13a-15(f) under the U.S. Securities Exchange Act of 1934, as amended.

Our internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer and our Chief Financial Officer, and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We have assessed the effectiveness of our internal control over financial reportingsubsidiaries (the Company) as of December 31, 2016, based on2023 and 2022, the criteria establishedrelated consolidated statements of profit or loss, comprehensive income (loss), changes in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizationsequity, and cash flows for each of the Treadway Commission (COSO). Based on our evaluation and based on such criteria, management has concluded that our internal control over financial reporting was not effective as ofyears in the three-year period ended December 31, 2016 because of2023, and the material weaknesses described below.

Material Weaknesses in Internal Control over Financial Reporting -

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement ofrelated notes (collectively, the company’s annual or interim consolidated financial statements will not be prevented or detected on a timely basis. During our assessment of internal control over financial reporting as of December 31, 2016, we identified the following material weaknesses described below:

Control Environment – Tone at the top: the failure in the tone at the top as certain former executives directed or were aware of parallel procedures to override internal controls and allow our company to pay commission for services to export agents without the effective execution of such services.

Anti-corruption compliance program and controls: the failure to maintain effective anti-corruption compliance controls and programs designed to prevent and detect violations of the Foreign Corrupt Practices Act of 1977 (FCPA) and other applicable anti-corruption laws. This deficiency did not result in a misstatement of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to certain payments:the failure to maintain effective controls related to manual payments, such as commissions for services to export agents, which permit payments to be made without the appropriate services being rendered by a rightful vendor. This deficiency did not result in a misstatement of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to ledger accounts: the failure to maintain effective monitoring controls, controls over reconciliation and journal entries approval and review over the ledger accounts used to record accruals and payments of commissions to export agents. This deficiency did not result in a misstatement of the 2016 financial statements, but the statements for 2015 and 2014 are restated retrospectively.

Controls related to ledger accounts: the failure to maintain controls related to the recording of and monitoring overin-transit inventory (naphtha) in theyear-end for raw material (naphtha) import operations processed by one of the Company’s consolidated subsidiaries, Braskem Netherlands. This deficiency resulted in adjustments in the restated 2015 financial statements.

Controls related to long-term debt presentation and disclosure:the failure to design controls related tonon-financial covenants for long-term debt which led to an inadequate classification between long and short-term debt obligations in Braskem’s consolidated subsidiary, Braskem Idesa.

The material weaknesses could result in a misstatement of Braskem’s account balances or disclosures that would result in a material misstatements Braskem’s annual or interim consolidated financial statements that would not be prevented or detected.

Attestation report of the registered public accounting firm.

The effectiveness ofstatements). We also have audited the Company’s internal control over financial reporting as of December 31, 2016 has been audited2023, based on criteria established in Internal Control – Integrated Framework (2013) issued by PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, as stated in their report which appears herein.

September 22, 2017

By: /s/ Fernando MusaBy:  /s/ Pedro van Langendonck Teixeira de Freitas
Name:Fernando MusaName: Pedro van Langendonck Teixeira de Freitas
Title: Chief Executive OfficerTitle: Chief Financial Officer

Reportthe Committee of Independent Registered

Public Accounting Firm

Tothe BoardSponsoring Organizations of Directors and Shareholders of Braskem S.A.the Treadway Commission.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statement of operations, comprehensive income, of statement of changes in equity and of cash flowsfinancial statements referred to above present fairly, in all material respects, the financial position of Braskem S.A and its subsidiaries (the “Company”) atthe Company as of December 31, 20162023 and 2015,2022, and the results of theirits operations and theirits cash flows for each of the three years in the three-year period ended December 31, 20162023, in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.Board (IASB). Also in our opinion, the Company did not maintain,maintained, in all material respects, effective internal control over financial reporting as of December 31,2016,31, 2023 based on criteria established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) because the following material weaknesses in internal control over financial reporting existed as of that date: (i) failure in the tone at the top as certain former executives directed or were aware of parallel procedures to override internal controls and allow the Company to pay commissionCommission.

Basis for services to export agents without the effective execution of such services; (ii) failure to maintain effective anti-corruption compliance controls and programs designed to prevent and detect violations of the Foreign Corrupt Practices Act of 1977 (FCPA) and other applicable anti-corruption laws; (iii) failure to maintain effective controls related to manual payments, such as commissions for services to export agents, which permit payments to be made without the appropriate services being rendered by a rightful vendor; (iv) failure to maintain effective monitoring controls, controls over reconciliation and journal entries approval and review over the ledger accounts used to record accruals and payments of commissions to export agents; (v) failure to maintain controls related to the recording of and monitoring over in-transit inventory in the year-end for raw material import operations processed by one of the Company’s consolidated subsidiaries, Braskem Netherlands and (vi) failure in the design of controls related to non-financial covenants for long-term debt which led to an inadequate classification between long and short-term debt obligations in Braskem’s consolidated subsidiary, Braskem Idesa.Opinions

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses referred to above are described in the accompanying Management’s Report on Internal Control over Financial Reporting appearing under Item 15 in the Company’s 2016 Form 20-F. We considered these material weaknesses in determining the nature, timing, and extent of audit tests applied in our audit of the 2016 consolidated financial statements, and our opinion regarding the effectiveness of the Company’s internal control over financial reporting does not affect our opinion on those consolidated financial statements. The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in management’s report referred to above.the accompanying Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express opinionsan opinion on thesethe Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our integrated audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

F-1  

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence supportingregarding the amounts and disclosures in the consolidated financial statements, assessingstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, andas well as evaluating the overall presentation of the consolidated financial statement presentation.statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Braskem S.A.

As discussed in Note 2.4 to the consolidated financial statements, the consolidated financial statements for 2015Definition and 2014 are restated retrospectively to reflect taxes which were due from prior years and that were recognized fiscally and paid in 2016 in the amountLimitations of R$251,917 thousand and R$229,311 thousand respectively and R$30,268 thousand and R$20,015 thousand as an adjustment to the account Deferred Income Tax and Social Contribution.Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i)(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii)(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii)(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers

F-2  

Critical Audit Matter

The critical audit matter communicated below is matter arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Evaluation of the provision and disclosures related to the geological event in the state of Alagoas

As discussed in note 24 to the consolidated financial statements, the Company has recorded a provision related to the geological event in the vicinity of the Company’s salt mining wells in the state of Alagoas of R$ 5,240 million as of December 31, 2023. The provision is for the estimated future outflows of resources required to settle the Company’s commitments under agreements signed with Brazilian governmental authorities following the occurrence of the geological event as well as for other obligations related to the geological event for which it is probable that an outflow of economic benefits will be required. The commitments made by the Company include taking measures to monitor and stabilize the salt mining wells, as well as relocating and compensating residents and businesses in the region and taking actions to implement social and urban measures.

We identified the evaluation of the provision and disclosures related to the geological event in the vicinity of the Company’s salt mining wells in Alagoas as a critical audit matter. Specifically, the evaluation of the estimates and assumptions used by the Company to determine the extent and cost of the remediation actions required to monitor and stabilize the salt mining wells as well as the assessment of the Company’s judgments in relation to the likelihood of there being outflows of economic benefits to settle legal proceedings related to the geological event, required challenging auditor judgment and the use of professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter:

We evaluated the design and tested the operating effectiveness of certain internal controls related to the provision for, and disclosure of, the geological event in the state of Alagoas. This included controls related to the evaluation of information from external advisors and the disclosures in the consolidated financial statements.

We involved infrastructure valuation professionals, with specialized skills and knowledge, who assisted in evaluating the technical appraisal reports prepared by the Company's external advisors regarding the monitoring and stabilization of the salt mining wells, the remediation plans established by the Company and the Company’s estimate of the significant costs to implement these plans.

We read letters received directly from the Company’s external legal counsel, that included their assessment of the likelihood of there being an outflow of economic resources to settle legal proceedings related to the geological event as well as the estimation of the amount involved and compared these assessments and estimates to those of the Company and with the disclosures made.

We questioned management about the other obligations related to the geological event and inspected internal and external documents related to them.

We evaluated the disclosures in the consolidated financial statements related to the geological event.

KPMG Auditores Independentes Ltda.

Salvador,

We have served as the Company’s auditor since 2018.

São Paulo, Brazil September 22, 2017


April 11, 2024

F-3  

Braskem S.A.

Balance sheet

Statement of consolidated financial position at December 31

All amounts in thousandsmillions of reais    Reais

      
AssetsNote 2023 2022
      
Current assets     
Cash and cash equivalents5  14,187  12,466
Financial investments6  4,956  2,295
Trade accounts receivable7  2,910  3,232
Inventories8  12,532  14,030
Taxes recoverable10  1,461  1,156
Recoverable income taxes21.1  428  392
Derivatives19.5  137  158
Other receivables   830  728
      
Total Current Assets   37,441  34,457
      
Non-current assets     
Taxes recoverable10  1,370  1,618
Recoverable income taxes21.1  292  253
Deferred tax assets21.2  6,443  6,359
Judicial deposits    178  215
Derivatives19.5  210  72
Other receivables   309  188
Investments11  165  149
Property, plant and equipment12  38,405  37,763
Intangible assets13  3,108  3,022
Right of use of assets14 (a)  3,820  3,953
      
Total Non-Current Assets    54,300  53,592
      
Total assets   91,741  88,049

 

Assets  Note  2016   2015   1/1/2015 
   2.4      Restated   Restated 

Current assets

       

Cash and cash equivalents

   6   6,701,864    7,043,262    3,891,271 

Financial investments

   7   1,190,483    414,893    194,431 

Trade accounts receivable

   8   1,634,137    2,755,708    2,409,146 

Inventories

   9   5,238,014    6,108,697    5,619,322 

Taxes recoverable

   11   826,015    1,312,341    2,152,121 

Dividends and interest on capital

   10   14,986    1,998   

Prepaid expenses

    101,747    166,170    99,469 

Related parties

   10     10,507    66,616 

Derivatives operations

   17.3   8,387    53,662    33,555 

Other receivables

    180,915    272,530    282,213 
   

 

 

   

 

 

   

 

 

 
    15,896,548    18,139,768    14,748,144 
   

 

 

   

 

 

   

 

 

 

Non-current assets held for sale

   5   359,704     
    16,256,252    18,139,768    14,748,144 
   

 

 

   

 

 

   

 

 

 

Non-current assets

       

Financial investments

   7     46,193    42,494 

Trade accounts receivable

   8   70,236    19,822    25,050 

Advances to suppliers

   9   61,533    135,046    68,988 

Taxes recoverable

   11   1,088,353    1,317,760    1,059,132 

Deferred income tax and social contribution

   20(c)   1,653,115    3,204,666    886,081 

Judicial deposits

    233,320    277,093    230,945 

Related parties

   10     144,633    138,501 

Insurance claims

    50,653    63,199    143,932 

Derivatives operations

   17.3   29,308    12,280    39,350 

Other receivables

    140,971    192,193    86,024 

Investments in subsidiaries and jointly-controlled investments

   12   92,313    86,354    126,535 

Property, plant and equipment

   13   29,336,710    34,100,289    29,070,958 

Intangible assets

   14   2,809,087    2,887,604    2,835,728 
   

 

 

   

 

 

   

 

 

 
    35,565,599    42,487,132    34,753,718 
   

 

 

   

 

 

   

 

 

 

Total assets

    51,821,851    60,626,900    49,501,862 
   

 

 

   

 

 

   

 

 

 

The Management notes are an integral part of the consolidated financial statements.

F-4  

Braskem S.A.

Balance sheet

Statement of consolidated financial position at December 31

All amounts in thousands of reaisContinued

All amounts in millions of Reais

 

Liabilities and shareholders’ equity  Note  2016  2015  1/1/2015 
   2.4     Restated  Restated 

Current liabilities

     

Trade payables

    6,545,136   12,373,555   10,839,875 

Borrowings

   15   2,594,463   1,969,993   1,419,470 

Braskem Idesa borrowings

   16   10,437,791   302,266   26,462 

Derivatives operations

   17.3   29,042   57,760   95,626 

Payroll and related charges

    562,455   610,286   533,373 

Taxes payable

   18   624,080   1,003,273   233,434 

Dividends

   26(b)   3,083   753,668   215,888 

Advances from customers

   21   203,216   119,680   99,750 

Leniency agreement

   23.3 and 30   1,354,492   

Sundry provisions

   22   112,891   93,942   88,547 

Post-employment benefits

   24.2.3     336,357 

Other payables

   25   476,262   358,572   197,808 
   

 

 

  

 

 

  

 

 

 
    22,942,911   17,642,995   14,086,590 
   

 

 

  

 

 

  

 

 

 

Non-current liabilities held for sale

   5   95,396   
    23,038,307   17,642,995   14,086,590 
   

 

 

  

 

 

  

 

 

 

Non-current liabilities

     

Trade payables

    201,686   57,148  

Borrowings

   15   20,736,604   25,380,518   18,926,729 

Braskem Idesa borrowings

   16    11,975,167   7,551,033 

Derivatives operations

   17.3   861,302   1,119,741   594,383 

Taxes payable

   18   24,097   26,716   260,010 

Loan tonon-controlling shareholder of Braskem Idesa

   19   1,620,519   1,538,784   792,188 

Deferred income tax and social contribution

   20(c)   510,523   772,828   627,011 

Post-employment benefits

   24.2   162,136   170,237   114,478 

Advances from customers

   21   162,955   31,116   88,402 

Contingencies

   23   985,237   554,481   408,711 

Leniency agreement

   23.3 and 30   1,498,738   

Sundry provisions

   22   206,245   99,491   96,966 

Other payables

   25   92,792   312,189   358,303 
   

 

 

  

 

 

  

 

 

 
    27,062,834   42,038,416   29,818,214 
   

 

 

  

 

 

  

 

 

 

Shareholders’ equity

   26    

Capital

    8,043,222   8,043,222   8,043,222 

Capital reserve

    232,430   232,430   232,430 

Revenue reserves

    834,616   2,882,019   736,180 

Other comprehensive income

    (6,321,859  (9,060,710  (2,943,172

Treasury shares

    (49,819  (49,819  (48,892

Accumulated losses

     (416,768  (278,177
   

 

 

  

 

 

  

 

 

 

Total attributable to the Company’s shareholders

    2,738,590   1,630,374   5,741,591 
   

 

 

  

 

 

  

 

 

 

Non-controlling interest in Braskem Idesa

    (1,017,880  (684,885  (144,533
   

 

 

  

 

 

  

 

 

 
    1,720,710   945,489   5,597,058 
   

 

 

  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

    51,821,851   60,626,900   49,501,862 
   

 

 

  

 

 

  

 

 

 
Liabilities and shareholders' equityNote 2023 2022
      
Current liabilities     
Trade payables15  13,221  12,247
Borrowings and debentures16  2,029  1,382
Braskem Idesa borrowings17  739  868
Derivatives19.5  58  195
Payroll and related charges   828  828
Taxes payable20  387  491
Income taxes payable   11  381
Sundry provisions22  1,282  923
Geological event in Alagoas24  2,759  4,248
Lease14 (b)  978  1,040
Other payables   2,202  1,583
Total Current Liabilities   24,494  24,186
      
Non-current liabilities     
Borrowings and debentures16  40,207  34,334
Braskem Idesa borrowings17  10,511  10,502
Derivatives19.5  141  82
Taxes payable20  206  298
Loan from non-controlling shareholders of Braskem Idesa9(a)  2,490  2,498
Deferred tax liabilities21.2  1,677  1,153
Post-employment benefits25.3(a)  567  494
Legal provisions23  1,095  1,171
Sundry provisions22  943  1,357
Geological event in Alagoas24  2,481  2,379
Lease14 (b)  2,955  3,201
Other payables   695  286
      
Total Non-Current Liabilities   63,968  57,755
      
Shareholders' equity27    
Capital   8,043  8,043
Capital reserve and treasury shares   27  17
Profit reserves     1,826
Additional paid in capital   (488)  (488)
Other comprehensive loss   (852)  (2,076)
Accumulated losses   (2,738)  
      
Total attributable to the Company's shareholders   3,992  7,322
      
Non-controlling interest in subsidiaries   (713)  (1,214)
      
Total Shareholders’ Equity   3,279  6,108
      
Total liabilities and shareholders' equity   91,741  88,049

 

The Management notes are an integral part of the consolidated financial statements.

F-5  

Braskem S.A.

Statement of operationsconsolidated profit or loss

Years ended December 31

All amounts in thousandsmillions of reaisReais, except earnings (loss) per share

 

Continued operations  Note   2016  2015  2014 
   2.4      Restated  Restated 

Net sales revenue

   28    47,663,988   46,879,989   45,135,897 

Cost of products sold

     (34,940,619  (36,728,023  (39,351,709
    

 

 

  

 

 

  

 

 

 
     12,723,369   10,151,966   5,784,188 
    

 

 

  

 

 

  

 

 

 

Income (expenses)

      

Selling and distribution

     (1,410,828  (1,083,156  (1,037,407

General and administrative

     (1,477,199  (1,280,470  (1,195,511

Research and development

     (162,010  (169,635  (128,133

Results from equity investments

     30,078   2,219   3,929 

Other income (expenses), net

   30    (3,752,163  (731,204  42,773 
    

 

 

  

 

 

  

 

 

 
     5,951,247   6,889,720   3,469,839 
    

 

 

  

 

 

  

 

 

 

Financial results

   31     

Financial expenses

     (3,570,962  (3,163,402  (2,716,382

Financial income

     690,122   584,933   399,869 

Exchange rate variations, net

     (3,210,417  102,910   (84,116
    

 

 

  

 

 

  

 

 

 
     (6,091,257  (2,475,559  (2,400,629
    

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax and social contribution

     (140,010  4,414,161   1,069,210 
    

 

 

  

 

 

  

 

 

 

Current and deferred income tax and social contribution

     (616,046  (1,660,354  (491,028
    

 

 

  

 

 

  

 

 

 

Profit (loss) for the year of continued operations

     (756,056  2,753,807   578,182 
    

 

 

  

 

 

  

 

 

 

Discontinued operations results

      

Profit (loss) from discontinued operations

     40,760   16,827   (3,992

Current and deferred income tax and social contribution

     (13,901  (10,445  4,042 
    

 

 

  

 

 

  

 

 

 
     26,859   6,382   50 

Profit (loss) for the year

     (729,197  2,760,189   578,232 
    

 

 

  

 

 

  

 

 

 

Attributable to:

      

Company’s shareholders

     (411,472  3,001,720   715,995 

Non-controlling interest in Braskem Idesa

     (317,725  (241,531  (137,763
    

 

 

  

 

 

  

 

 

 

Profit (loss) for the year

     (729,197  2,760,189   578,232 
    

 

 

  

 

 

  

 

 

 
         
  Note 2023 2022 2021
         
Net revenue 28  70,569  96,519  105,625
Cost of products sold 30  (67,548)  (85,161)  (73,568)
         
Gross profit    3,021  11,358  32,057
         
Income (expenses)         
Selling and distribution 30  (1,916)  (2,108)  (2,056)
Loss for impairment of trade accounts receivable and others from clients 30  (83)  (38)  (9)
General and administrative  30  (2,472)  (2,764)  (2,522)
Research and development 30  (383)  (374)  (297)
Results from equity-accounted investees 11(b)  7  35  5
Other income 30  1,769  507  1,534
Other expenses 30  (2,735)  (2,344)  (2,669)
         
(Loss) profit before financial results and taxes    (2,792)  4,272  26,043
         
Financial results 31      
Financial expenses     (5,589)  (5,066)  (4,903)
Financial income    1,678  1,374  1,581
Derivatives and exchange rate variations, net    511  (533)  (4,760)
         
Finance income (cost)     (3,400)  (4,225)  (8,082)
         
(Loss) profit before income tax    (6,192)  47  17,961
         
Income taxes 21.1(c)  1,302  (868)  (3,999)
         
Net (loss) profit for the year    (4,890)  (821)  13,962
         
Attributable to:        
Company's shareholders    (4,579)  (336)  13,985
Non-controlling interest in subsidiaries    (311)  (485)  (23)
         
Net (loss) profit for the year    (4,890)  (821)  13,962
         
Earnings per share - basic and diluted - R$ 27      
Basic        
Common    (5.7458)  (0.4215)  17.5747
Preferred shares class "A"    (5.7458)  (0.4215)  17.5749
Preferred shares class "B"    (5.7458)  (0.4215)  0.5798
         
Diluted        
Common    (5.7458)  (0.4215)  17.5747
Preferred shares class "A"    (5.7458)  (0.4215)  17.5242
Preferred shares class "B"    (5.7458)  (0.4215)  0.5798

The Management notes are an integral part of the consolidated financial statements.

F-6  

Braskem S.A.

Statement of consolidated other comprehensive (loss) income

Years ended December 31

All amounts in thousandsmillions of reais, except earnings (loss) per shareReais

 

   Note  2016  2015  2014 
   2.4     Restated  Restated 

Profit (loss) for the year

    (729,197  2,760,189   578,232 

Other comprehensive income or loss:

     

Items that will be reclassified subsequently to profit or loss

     

Fair value of cash flow hedge

    215,510   (621,991  (352,700

Income tax and social contribution

    (75,333  206,315   116,532 

Fair value of cash flow hedge from jointly-controlled

    (3,309  2,295  
   

 

 

  

 

 

  

 

 

 
    136,868   (413,381  (236,168

Exchange variation of foreign sales hedge - Parent company

   17.4(a.i)   4,121,849   (8,437,079  (2,119,069

Sales Hedge - transfer to profit or loss

   17.4(a.i)   1,297,910   

Income tax and social contribution on exchange variation - Parent company

    (1,842,718  2,868,607   720,483 

Exchange variation of foreign sales hedge - Braskem Idesa

   17.4(a.ii)   (1,995,065  (1,589,544  (656,783

Sales Hedge - transfer to profit or loss - Braskem Idesa

   17.4(a.ii)   59,834   

Income tax on exchange variation - Braskem Idesa

    581,304   476,518   197,035 
   

 

 

  

 

 

  

 

 

 
    2,223,114   (6,681,498  (1,858,334

Foreign subsidiaries currency translation adjustment

    339,296   653,349   147,272 
   

 

 

  

 

 

  

 

 

 

Total

    2,699,278   (6,441,530  (1,947,230
   

 

 

  

 

 

  

 

 

 

Items that will not be reclassified to profit or loss

     

Defined benefit plan actuarial loss, net of taxes

    (4,119  (849 

Post-employment plans - Health plan, net of taxes

     (8,280  (7,452
   

 

 

  

 

 

  

 

 

 

Total

    (4,119  (9,129  (7,452
   

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss) for the year

    1,965,962   (3,690,470  (1,376,450
   

 

 

  

 

 

  

 

 

 

Attributable to:

     

Company’s shareholders

    2,355,580   (3,087,616  (1,094,801

Non-controlling interest in Braskem Idesa

    (389,618  (602,854  (281,649
   

 

 

  

 

 

  

 

 

 

Total comprehensive income (loss) for the year

    1,965,962   (3,690,470  (1,376,450
   

 

 

  

 

 

  

 

 

 
      Basic and diluted 
   Note  2016  2015  2014 
         Restated  Restated 

Profit (loss) per share attributable to the shareholders of the Company of continued operations at the end of the year (R$)

   27    

Earnings per share - common

    (0.5511  3.7651   0.8995 

Earnings per share - preferred shares class “A”

    (0.5511  3.7651   0.8995 

Earnings per share - preferred shares class “B”

     0.6065   0.6062 
   

 

 

  

 

 

  

 

 

 

Profit per share attributable to the shareholders of the Company of discontinued operations at the end of the year (R$)

     

Earnings per share - common

    0.0338   0.0081   0.0001 

Earnings per share - preferred shares class “A”

    0.0338   0.0080   0.0001 
   

 

 

  

 

 

  

 

 

 

Profit (loss) per share attributable to the shareholders of the Company at the end of the year (R$)

     

Earnings per share - common

    (0.5173  3.7732   0.8996 

Earnings per share - preferred shares class “A”

    (0.5173  3.7731   0.8996 

Earnings per share - preferred shares class “B”

     0.6065   0.6062 
   

 

 

  

 

 

  

 

 

 
         
  Note 2023 2022 2021
         
Net (loss) profit for the year    (4,890) (821) 13,962
           
Other comprehensive (loss) income:          
Items that will be reclassified subsequently to profit or loss          
Fair value of cash flow hedge, net of taxes   150 293 323
Cash flow hedges,net of tax    150 293 323
          
Exchange variation of foreign sales hedge, net of taxes 19.6(a)  2,359  2,060 (5)
Exchange variation of foreign sales hedge - Braskem Idesa, net of taxes 19.6(b)  1,497 787  212
Sales hedges, net of tax     3,856  2,847  207
           
Foreign subsidiaries currency translation adjustment    (2,464)  (1,806) 1,503
           
Total    1,542  1,334 2,033
           
Item that will not be reclassified to profit or loss          
Actuarial gain (loss) with post-employment benefits, net of taxes   (85) 10  23
           
Total   (85) 10  23
           
Total comprehensive (loss) income for the year    (3,433) 523 16,018
           
Attributable to:          
Company's shareholders    (3,405) 715 16,016
Non-controlling interest in subsidiaries   (28) (192) 2
           
Total comprehensive (loss) income for the year    (3,433) 523 16,018

The Management notes are an integral part of the consolidated financial statements.

F-7  

Braskem S.A.

Statement of consolidated changes in equity

All amounts in thousands of reais

     Attributed to shareholders’ interest       
           Revenue reserves           Total       
                 Additional  Other        Braskem  Non-controlling  Total 
        Capital  Legal  Retention  dividends  comprehensive  Treasury  Accumulated  shareholders’  interest in  shareholders’ 
  Note  Capital  reserve  reserve  of profits  proposed  income  shares  losses  interest  Braskem Idesa  equity 

At January 1, 2014 - previously disclosed

   8,043,222   232,430   26,895   28,412   354,842   (1,092,691  (48,892   7,544,218   137,116   7,681,334 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Adjustment of restatement and review

  2.4        (11,482   (130,108  (141,590   (141,590
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Opening balance at January 1, 2014 (restated)

   8,043,222   232,430   26,895   28,412   354,842   (1,104,173  (48,892  (130,108  7,402,628   137,116   7,539,744 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income for the year:

            

Profit for the year (restated)

          715,995   715,995   (137,763  578,232 

Exchange variation of foreign sales hedge, net of taxes

        (1,743,396    (1,743,396  (114,938  (1,858,334

Fair value of cash flow hedge, net of taxes

        (204,647    (204,647  (31,521  (236,168

Foreign currency translation adjustment (restated)

        144,699     144,699   2,573   147,272 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        (1,803,344   715,995   (1,087,349  (281,649  (1,368,998

Equity valuation adjustments

            

Realization of additional property, plant and equipment price-level restatement, net of taxes

        (27,238   27,238    

Realization of deemed cost of jointly-controlled investment, net of taxes

        (965   965    

Post-employment plans - Health plan, net of taxes (restated)

        (7,452    (7,452   (7,452
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        (35,655   28,203   (7,452   (7,452

Contributions and distributions to shareholders:

            

Prescribed dividends

          682   682    682 

Additional dividends approved by the General Meeting

       (354,842     (354,842   (354,842

Legal reserve

     44,647       (44,647   

Mandatory minimum dividends

          (212,076  (212,076   (212,076

Additional dividends proposed

       270,517     (270,517   

Retained earnings

      365,709      (365,709   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     44,647   365,709   (84,325    (892,267  (566,236   (566,236
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2014 (restated)

   8,043,222   232,430   71,542   394,121   270,517   (2,943,172  (48,892  (278,177  5,741,591   (144,533  5,597,058 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income for the year:

            

Profit for the year (restated)

          3,001,720   3,001,720   (241,531  2,760,189 

Exchange variation of foreign sales hedge, net of taxes

        (6,403,241    (6,403,241  (278,257  (6,681,498

Fair value of cash flow hedge, net of taxes (restated)

        (395,729    (395,729  (17,652  (413,381

Foreign currency translation adjustment (restated)

        718,763     718,763   (65,414  653,349 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        (6,080,207   3,001,720   (3,078,487  (602,854  (3,681,341

Equity valuation adjustments

            

Realization of additional property, plant and equipment price-level restatement, net of taxes

        (27,236   27,236    

Realization of deemed cost of jointly-controlled investment, net of taxes

        (966   966    

Actuarial loss with post-employment benefits, net of taxes

        (849    (849   (849

Post-employment plans - Health plan, net of taxes (restated)

        (8,280    (8,280   (8,280
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        (37,331   28,202   (9,129   (9,129

Contributions and distributions to shareholders:

            

Capital increase

            62,502   62,502 

Repurchase of treasury shares

         (927   (927   (927

Prescribed dividends

          479   479    479 

Additional dividends approved by the General Meeting

       (270,517     (270,517   (270,517

Legal reserve

     158,450       (158,450   

Additional dividends proposed

       247,364     (1,000,000  (752,636   (752,636

Retained earnings

      2,010,542      (2,010,542   
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     158,450   2,010,542   (23,153   (927  (3,168,513  (1,023,601  62,502   (961,099
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2015 (restated)

   8,043,222   232,430   229,992   2,404,663   247,364   (9,060,710  (49,819  (416,768  1,630,374   (684,885  945,489 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Statement of changes in equity

All amounts in thousands of reaisContinued

     Attributed to shareholders’ interest       
           Revenue reserves           Total       
                 Additional  Other        Braskem  Non-controlling  Total 
        Capital  Legal  Retention  dividends  comprehensive  Treasury  Accumulated  shareholders’  interest in  shareholders’ 
  Note  Capital  reserve  reserve  of profits  proposed  income  shares  losses  interest  Braskem Idesa  equity 

At December 31, 2015 (restated)

   8,043,222   232,430   229,992   2,404,663   247,364   (9,060,710  (49,819  (416,768  1,630,374   (684,885  945,489 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Comprehensive income for the year:

            

Loss for the year

          (411,472  (411,472  (317,725  (729,197

Exchange variation of foreign sales hedge, net of taxes

        2,561,596     2,561,596   (338,482  2,223,114 

Fair value of cash flow hedge, net of taxes

        145,878     145,878   (9,010  136,296 

Foreign currency translation adjustment

        63,697     63,697   275,599   339,296 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        2,771,171    (411,472  2,359,699   (389,618  1,970,081 

Equity valuation adjustments

            

Realization of additional property, plant and equipment price-level restatement, net of taxes

        (27,236   27,236    

Realization of deemed cost of jointly-controlled investment, net of taxes

        (965   965    

Actuarial loss with post-employment benefits, net of taxes

        (4,119    (4,119   (4,119
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
        (32,320   28,201   (4,119   (4,119

Contributions and distributions to shareholders:

  26(b)            

Absorption of losses and adjustments

      (800,039     800,039    

Capital increase

            56,623   56,623 

Additional dividends approved by the General Meeting

       (247,364     (247,364   (247,364

Interim dividends approved by Board of Directors

      (1,000,000      (1,000,000   (1,000,000
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      (1,800,039  (247,364    800,039   (1,247,364  56,623   (1,190,741 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

At December 31, 2016

   8,043,222   232,430   229,992   604,624    (6,321,859  (49,819   2,738,590   (1,017,880  1,720,710 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

The Management notes are an integral part of the financial statements

Braskem S.A.

Statement of cash flows

Years ended December 31

All amounts in thousandsmillions of reaisReais

 

   Note  2016  2015  2014 
   2.4     Restated  Restated 

Profit (loss) before income tax and social contribution and for the result with discontinued operations

    (99,250  4,430,988   1,065,218 

Adjustments for reconciliation of profit

     

Depreciation, amortization and depletion

    2,683,100   2,125,796   2,059,450 

Results from equity investments

   12(c)   (30,078  (2,219  (3,929

Interest and monetary and exchange variations, net

    3,026,008   3,182,577   1,566,159 

Gain from divestment in subsidiary

   1(a.i)     (277,338

Leniency agreement

   23.3   2,853,230   

Other

    41,016   130,758   9,805 
   

 

 

  

 

 

  

 

 

 
    8,474,026   9,867,900   4,419,365 
   

 

 

  

 

 

  

 

 

 

Changes in operating working capital

     

Held-for-trading financial investments

    (649,535  (144,955  (68,670

Trade accounts receivable

    1,007,875   (342,616  409,370 

Inventories

    862,338   (501,734  (499,440

Taxes recoverable

    1,058,104   841,908   484,248 

Prepaid expenses

    64,029   (66,701  (36,472

Other receivables

    353,981   (10,174  35,096 

Trade payables

    (4,254,575  (1,518,288  (420,793

Taxes payable

    (292,131  220,226   (476,062

Advances from customers

    216,850   (37,356  (261,886

Sundry provisions

    558,231   153,690   38,674 

Other payables

    38,464   734,351   749,156 
   

 

 

  

 

 

  

 

 

 

Cash from operations

    7,437,657   9,196,251   4,372,586 
   

 

 

  

 

 

  

 

 

 

Interest paid

    (1,538,518  (1,086,166  (421,431

Income tax and social contribution paid

    (1,152,847  (232,302  (138,144
   

 

 

  

 

 

  

 

 

 

Net cash generated by operating activities

    4,746,292   7,877,783   3,813,011 
   

 

 

  

 

 

  

 

 

 

Proceeds from the sale of fixed assets

    564   1,282   10,646 

Proceeds from the sale of investments

   1(a.i)     315,000 

Acquisitions of investments in subsidiaries and associates

      (55

Acquisitions to property, plant and equipment

   (i  (2,839,155  (4,103,882  (5,378,803

Acquisitions of intangible assets

    (35,780  (20,106  (30,269

Premium in the dollar put option

   17.3.1(a.i)   (4,856  

Held-for-maturity financial investments

    38,353   2,441   29,380 
   

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

    (2,840,874  (4,120,265  (5,054,101
   

 

 

  

 

 

  

 

 

 

Short-term and long-term debt

     

Obtained borrowings

    4,107,626   5,481,546   6,174,678 

Payments of borrowings

    (4,901,593  (6,087,217  (6,692,638

Braskem Idesa borrowings

   16    

Obtained funds

    503,921   1,501,939   1,894,507 

Payments

    (469,282  (510,715 

Dividends paid

    (1,997,984  (482,117  (482,147

Repurchase of treasury shares

     (927 
   

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

    (2,757,312  (97,491  894,400 
   

 

 

  

 

 

  

 

 

 

Exchange variation on cash of foreign subsidiaries

    586,642   (508,036  (51,690
   

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

    (265,252  3,151,991   (398,380
   

 

 

  

 

 

  

 

 

 

Represented by

     

Cash and cash equivalents at the beginning for the year

    7,043,262   3,891,271   4,289,651 

Cash and cash equivalents at the end for the year

   2.5   6,778,010   7,043,262   3,891,271 
   

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

    (265,252  3,151,991   (398,380
   

 

 

  

 

 

  

 

 

 
                              
   Attributed to shareholders' interest     
           Profit reserves        
    Long-term Incentive Treasury Capital Legal  Tax Retention Additional dividends Additional paid in Other comprehensive Retained earnings Accumulated  Total Braskem shareholders' Non-controlling interest in Total shareholders' equity (net capital
 Note Capital Plans shares reserve reserve incentive of profits proposed capital loss losses interest subsidiaries deficiency)
                              
                              
As of December 31, 2020  8,043  32 (50) -  -   -   -   -   (488)  (5,209)  (4,530)  (2,202)  (1,664) (3,866)
                              
                              
Comprehensive income for the year:                             
Net profit (loss) for the year  -  - -   - -   -   -      -   -  13,985  13,985 (23) 13,962
Exchange variation of foreign sales hedge, net of taxes                          154    154 53  207
Fair value of cash flow hedge, net of taxes                          263    263 60  323
Actuarial gain (loss) with post-employment benefits, net of taxes                           23    23    23
Foreign subsidiaries currency translation adjustment                           1,591    1,591 (88) 1,503
Total Comprehensive income for the period                           2,031  13,985  16,016  2 16,018
                              
Equity valuation adjustments:                             
Realization of additional property, plant and equipment price-level restatement, net of taxes                           (26)  26        
Realization of deemed cost of jointly-controlled investment, net of taxes                           (1)  1        
Exchange variation in hyperinflationary economy, net of taxes                           35    35    35
Equity valuation adjustments                           8 27   35    35
Contributions and distributions to shareholders:                             
Dividends-lapse of statute of limitation                             3  3    3
Dividends                             (6,000)  (6,000)    (6,000)
Incentive long term plan payments with treasury shares      12  3                     15    15
Legal reserve           473                (473)        
Tax incentive reserve              1,018             (1,018)        
Retention of profits                 644          (644)        
Additional proposed dividends                    1,350       (1,350)        
 Total contributions to shareholders      12  3 473 1,018 644 1,350       (9,482)  (5,982)    (5,982)
                              
As of December 31, 2021  8,043  32 (38)  3 473 1,018 644 1,350 (488)  (3,170) -   7,867  (1,662) 6,205
                              
Comprehensive income for the year:                             
Loss for the year  -         -            -      (336)  (336) (485)  (821)
Exchange variation of foreign sales hedge, net of taxes                           2,650    2,650 197 2,847
Fair value of cash flow hedge, net of taxes                          293    293     293
Actuarial gain on defined benefit and health plan, net of taxes                           10    10    10
Foreign subsidiaries currency translation adjustment                           (1,902)    (1,902) 96 (1,806)
Total Comprehensive income for the period                            1,051  (336)  715 (192)  523
                              
Equity valuation adjustments:                             
Realization of additional property, plant and equipment price-level restatement, net of taxes                           (26)  26        
Realization of deemed cost of jointly-controlled investment, net of taxes                           (1)  1        
Long term incentive plan, net of taxes     20                          20    20
Fair value of financial transactions of non-controlling subsidiaries                                610  610
Exchange variation in hyperinflationary economy, net of taxes                           70    70    70
Equity valuation adjustments     20                      43  27  90 610  700
Contributions and distributions to shareholders:                             
Incentive long term plan payments with treasury shares     (13) 10  3                           
SUDENE tax incentive supplement               109             (109)        
Non-controlling interest in acquired entity                                31 31
Additional dividends approved in the board meeting                    (1,350)         (1,350)    (1,350)
Absorption of losses                 (418)          418        
Proposed dividends                                 (1) (1)
 Total contributions to shareholders     (13) 10  3     109 (418) (1,350)       309  (1,350) 30 (1,320)
                              
As of December 31, 2022  8,043  39 (28)  6 473 1,127 226 -   (488)  (2,076) -   7,322  (1,214) 6,108

 

(i)Includes capitalized financial charges paid: 2016 – R$288,424 (2015 – R$786,063 and 2014 – R$362,528).

The Management notes are an integral part of the consolidated financial statements.

 

F-8  

Braskem S.A.

Management notes to the financial statements

Statement of consolidated changes in equity

atYears ended December 31 2016

All amounts in thousands, except as otherwise statedmillions of Reais

                              
   Attributed to shareholders' interest     Total
     Capital reserve and treasury shares Profit reserves       Total  shareholders'
                 Additional Additional Other   Braskem Non-controlling equity
    Capital Treasury Capital Legal  Tax Retention dividends paid in comprehensive Accumulated  shareholders' interest in (net capital
 Note Capital reserve shares reserve reserve incentive of profits proposed capital loss losses interest subsidiaries deficiency)
                              
As of December 31, 2022  8,043 39 (28) 6  473 1,127 226 -   (488)  (2,076) -    7,322  (1,214) 6,108
                              
Comprehensive income for the year:                             
Loss for the year  -               -  -    (4,579)  (4,579) (311) (4,890)
Exchange variation of foreign sales hedge, net of taxes                      3,482     3,482 374 3,856
Fair value of cash flow hedge, net of taxes                     150     150    150
Actuarial loss with post-employment benefits, net of taxes                      (85)     (85)     (85)
Foreign subsidiaries currency translation adjustment                      (2,373)     (2,373) (91)  (2,464)
Total Comprehensive income for the period                            1,174 (4,579)  (3,405) (28) (3,433)
                              
Equity valuation adjustments:                             
Realization of additional property, plant and equipment price-level restatement, net of taxes                      (15) 15       
Long term incentive plan, net of taxes    (2)                          (2)   (2)
Fair value adjustments of trade accounts receivable, net of taxes                      5    5   5
Exchange variation in hyperinflationary economy, net of taxes                      60     60   60
Equity valuation adjustments    (2)                      50 15  63    63
Contributions and distributions to shareholders:                             
Incentive long term plan payments with treasury shares      28 (16)                12   12
Proceeds from sale of non-controlling interests1                          316  316
Capital increase from cotrolling interests                           168  168
Other                             (5) (5)
Acquisition of subsidiary with non-controlling interests                           62 62
Proposed dividends                           (12) (12)
Absorption of losses              (473) (1,127) (226)         1,826        
 Total contributions to shareholders       28 (16)  (473) (1,127) (226)         1,826  12 529  541
                              
As of December 31, 2023  8,043 37 -   (10) -  -   -   -   (488) (852) (2,738)  3,992 (713) 3,279

 

The notes are an integral part of the consolidated financial statements.

 

F-9  

Braskem S.A.

Statement of consolidated cash flow

Years ended December 31

All amounts in millions of Reais

        
 Note 2023 2022 2021
        
(Loss) profit before income tax   (6,192)  47  17,961
        
Adjustments for reconciliation of profit or loss       
Depreciation and amortization30  5,206  4,733  4,178
Results from equity-accounted investees11(b)  (7)  (35)  (5)
Interest and foreign exchange gain/losses   2,683  2,703  6,311
Provisions, net   (195)  370  819
Provision - geological event in Alagoas24  2,307  1,520  1,340
PIS and Cofins credits - exclusion of ICMS from the calculation basis       (1,031)
Loss for impairment of trade accounts receivable and others from clients30  83  38  9
Provision for impairment and loss on sale of property, plant and equipment   196  131  115
        
Adjustments for reconciliation of profit    4,081  9,508  29,698
        
Changes in operating working capital       
Financial investments   (2,279)  1,530  297
Trade accounts receivable   72  3,661  (2,175)
Inventories    1,811  2,138  (7,574)
Taxes recoverable   282  682  4,964
Other receivables   (216)  311  (199)
Trade payables   1,950  514  1,200
Taxes payable   (209)  (1,009)  (3,007)
Sundry provisions   (476)  (724)  (703)
Geological event in Alagoas24  (2,686)  (2,743)  (2,928)
Other payables   (186)  (391)  805
        
Cash generated from operations   2,144  13,477  20,377
        
Interest paid   (3,550)  (2,905)  (2,883)
Income taxes   (866)  (1,621)  (2,707)
        
Net cash (used in) generated from operating activities   (2,272)  8,952  14,786
        
Proceeds from the sale of fixed and intangible assets   72  2  40
Dividends received   11  6  
Additions of investments in subsidiaries   (78)  (107)  
Additions to property, plant and equipment and intangible assets   (4,530)  (4,848)  (3,421)
        
Net cash used in investing activities   (4,525)  (4,947)  (3,381)
        
Borrowings and debentures       
Issued   10,991  6,418  16
Payments   (2,155)  (3,856)  (9,414)
Braskem Idesa borrowings       
Issued   1,233    7,272
Payments   (576)  (45)  (7,995)
Loan payment from non-controlling shareholders of Braskem Idesa     (34)  (10)
Lease14(b)  (1,209)  (929)  (842)
Dividends paid   (7)  (1,350)  (5,993)
Proceeds from the sale of investments of non-controlling interest   316    
Proceeds from non-controlling interests capital contributions   280  21  
        
Net cash generated from (used in) financing activities   8,873  225  (16,966)
        
Exchange variation on cash of foreign subsidiaries   (355)  (444)  378
        
Increase (decrease) in cash and cash equivalents   1,721  3,786  (5,182)
        
Represented by       
Cash and cash equivalents at the beginning of the year   12,466  8,681  13,863
Cash and cash equivalents at the end of the year   14,187  12,466  8,681
        
Increase (decrease) in cash and cash equivalents   1,721  3,786  (5,182)

The notes are an integral part of the consolidated company financial statements.

F-10  

Summary of Notes

1 OperationsOperations9
2 Basis of preparation of the consolidated financial statements10
3 Application of estimates and judgments15
4 Risk management16
5 Cash and cash equivalents20
6 Financial investments20
7 Trade accounts receivable21
8 Inventories22
9 Related parties23
10 Taxes recoverable27
11 Investments28
12 Property, plant and equipment30
13 Intangible assets32
14 Right-of-use assets and lease liability34
15 Trade payables38
16 Borrowings and debentures39
17 Braskem Idesa borrowings41
18 Reconciliation of financing activities in the statement of cash flow42
19 Financial instruments43
20 Taxes payable58
21 Income taxes58
22 Sundry provisions62
23 Provisions for legal proceedings and contingent liabilities64
24 Geological event - Alagoas70
25 Benefits offered to employees80
26 Equity84
27 Earnings (loss) per share86
28 Net revenue87
29 Tax incentives89
30 Expenses by nature and function89
31 Financial results90
32 Segment information91
33 Contractual obligations93
34 Subsequent events93

F-8  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

1 Operations

Braskem S.A. is a public companycorporation headquartered in the city of Camaçari, Bahia (“BA”), which, jointly with its subsidiaries (hereinafter “Braskem” or “Company”), operates 40 industrial units, 29is controlled by Novonor S.A. (“Novonor”), which directly and indirectly holds interests of which50.11% and 38.32% in the Brazilian statesits voting and total capital, respectively. The ultimate parent company of AlagoasBraskem is Kieppe Patrimonial S.A.

The Braskem’s shares are traded on B3 S.A. Brasil, Bolsa, Balcão (“AL”B3”), Bahiaunder the tickers BRKM3, BRKM5 and BRKM6, on the New York Stock Exchange (“BA”), Rio de Janeiro (“RJ”), Rio Grande do Sul (“RS”NYSE”) under the ticker BAK and São Pauloon the Madrid Stock Exchange (“SP”LATIBEX”), 5 are located in under the United States, 4 in Mexico and 2 are located in Germany. These units produce thermoplastic resins – polyethylene (“PE”), polypropylene (“PP”) and polyvinyl chloride (“PVC”), as well as basic petrochemicals.ticker XBRK.

Braskem is also engaged, among others, in the manufacture, sale, import and export of chemicals, petrochemicals and fuels, the production, supply and sale of utilities such as steam, water, compressed air and industrial gases, as well as the provision of industrial services and the production, supply and sale of electric energy and natural gas for its own use and use by other companies. Braskem also invests in other companies, either as a partner or as shareholder.companies.

The Company is controlledhas industrial plants in Brazil, the United States, Germany and Mexico. The units produce thermoplastic resins, such as polyethylene (“PE”), polypropylene (“PP”), polyvinyl chloride (“PVC”) and other basic petrochemicals.

Operations of subsidiary Braskem Idesa S. A. P. I. (“Braskem Idesa”)

On June 14, 2022, Braskem Idesa signed agreements with Advario B.V. (“Advario”) to sell 50% of the capital stock of Terminal Química Puerto México (“Terminal Química”), held by Odebrecht S.A. (“Odebrecht”), which directlyBraskem Idesa, the subsidiary of Braskem Idesa responsible for developing and indirectly holds interestsoperating the ethane import terminal in Mexico. In March 2023, the conditions for the conclusion of 50.11%the agreement were met and 38.32% in its voting and total capital, respectively.

(a)Significant operating event impacting these financial statements

(i)On December 31, 2013, the Company entered into a share sales agreement with Odebrecht Ambiental (“OA”), through which it sold its interest in the subsidiary Distribuidora de Águas Triunfo S.A. (“DAT”) for R$315,000. On February 3, 2014, the Extraordinary Shareholders’ Meeting of DAT approved the change in its management and consequently the transfer of the management of its operationsAdvario made the payment of R$ 316 to OA, upon the recognition of a gain (“Other operating income (expenses), net”) of R$277,338.

(ii)In December 2015, Braskem began thestart-up process of the petrochemical complex of Braskem Idesa S.A.P.I (“Braskem Idesa”) in Mexico, putting into operation the utilities area, followed by the cracker in March 2016. In April it produced the first lot of polyethylene (“PE”). The complex houses agas-based ethylene cracker and three polyethylene plants – two high-density and onelow-density - with combined annual production of capacity of 1.05 million tons* of PE.

Braskem holds 75% indirectIdesa for the 50% non-controlling interest in Terminal Química. Braskem Idesa maintains control over Terminal Química due to its power over relevant activities of the subsidiary, exposure to variable returns and its ability to influence the remaining 25% pertainseconomic result of operations.

In addition, after the sale of non- controlling interest, Advario and Braskem Idesa made a capital contribution of R$ 193 each (R$ 169 subscribed and R$ 24 as advance for future capital increase)

In February 2023, Terminal Química signed a contract with ASIPONA (“Administraciones del Sistema Portuario Nacional”) to Etileno XXI, S.A. de C.V.operate a dock that will serve as reception for the import of ethane at the port of Coatzacoalcos.

*unaudited

(b)Net working capital

On December 31, 2016,In November 2023, Terminal Química concluded the process to obtain financing in compliance with IAS 1 - Presentationthe amount of Financial Statements,R$ 1,975 (US$ 408). To date, R$ 760 (US$157) has been withdrawn to build the ethane import terminal.

Agreement for incorporation of the subsidiary Braskem Idesa reclassifiedSiam Company Limited (“Braskem Siam”)

On August 16, 2023, the Company, through its subsidiaries Braskem Netherlands B.V. (“Braskem Netherlands”) and Braskem Europe GmbH (“Braskem Germany”), signed an agreement with Thai Polyethylene Company Limited (“TPE”), a wholly-owned subsidiary of SCG Chemicals Public Company Limited, to current liabilities R$9,491,686establish Braskem Siam to conduct the engineering project of Project finance obligations whose original maturitiesa bio-ethanol dehydration plant to produce bio-ethylene using the Ethanol-to-ethylene EverGreen™ technology. Braskem holds 51% interest equity in the established entity and control it due to its power over relevant activities of the subsidiary, exposure to variable returns and its ability to influence the economic result of operations. The Final Investment Decision (FID) of the project is scheduled for the last quarter of 2024, when Braskem and SCG will decide upon the continuation of the project.

F-9  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

2 Basis of preparation of the consolidated financial statements

2.1 Basis of accounting

The consolidated financial statements (“financial statements”) were prepared and are long term, since certain contractual obligations (covenants) as of December 31, 2016 were in default (Note 16). Consequently, the net working capital became negative R$7,046,363.

It should be noted that Braskem Idesa has been settling its debt service obligationspresented in accordance with the original maturity schedule, noneInternational Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

2.2 Basis of the creditors has requested immediate repayment of such obligations and, without the above reclassification, consolidated net working capital is positive at R$2,445,323.presentation

Braskem S.A.

Management notes to theThe financial statements

at December 31, 2016

All amounts were prepared under the historical cost basis, unless stated otherwise in thousands, except as otherwise statedthe accounting policies. These financial statements have been prepared on a going concern basis.

2Summary of significant accounting policies

The principalmaterial accounting policies applied consistently in the preparation of these financial statements are describedwere included in the respective notes ofand are consistent in the items on which they have impacts.

2.1Basis of preparation and presentation of the financial statements

The financial statements have been prepared under the historical cost convention and were adjusted, when necessary, to reflect the fair value of assets and liabilities.fiscal years presented.

The preparation of financial statements requires the use of certain estimates. It also requires Management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

Issueissue of these financial statements was authorized by the Executive Board, on September 21, 2017.April 11, 2024 .

F-10  

Braskem S.A.

 

2.1.1Consolidated

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

2.3 Basis of consolidation

The consolidated financial statements were prepared and presented in accordance with the International Financial Reporting Standards “IFRS” issued by the International Accounting Standards Board (“IASB”).

All relevant information pertaining exclusively to these financial statements is presented herein and corresponds to the information used by the Management of the Company.

(a)Consolidation

The consolidated financial statements compriseinclude the financial statements of the Braskem S.A. and the following entities:

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

      Total and voting interest - % 
      Headquarters   2016   2015   2014 

Direct and Indirect subsidiaries

         

Alclor Química de Alagoas Ltda (“Alclor”)

   (i  Brazil      100.00    100.00 

Braskem America Finance Company (“Braskem America Finance”)

    USA    100.00    100.00    100.00 

Braskem America, Inc. (“Braskem America”)

    USA    100.00    100.00    100.00 

Braskem Argentina S.A. (“Braskem Argentina”)

    Argentina    100.00    100.00    100.00 

Braskem International GmbH (“Braskem Austria”)

   (ii  Austria    100.00    100.00    100.00 

Braskem Austria Finance GmbH (“Braskem Austria Finance”)

   (iii  Austria      100.00    100.00 

Braskem Europe GmbH (“Braskem Alemanha”)

    Germany    100.00    100.00    100.00 

Braskem Finance Limited (“Braskem Finance”)

    Cayman Islands    100.00    100.00    100.00 

Braskem Idesa

    Mexico    75.00    75.00    75.00 

Braskem Idesa Servicios S.A. de CV (“Braskem Idesa Serviços”)

    Mexico    75.00    75.00    75.00 

Braskem Importação e Exportação Ltda. (“Braskem Importação”)

   (iv  Brazil        100.00 

Braskem Incoporated Limited (“Braskem Inc”)

    Cayman Islands    100.00    100.00    100.00 

Braskem Mexico Proyectos S.A. de C.V. SOFOM (“Braskem México Sofom”)

    Mexico    100.00    100.00   

Braskem Mexico, S. de RL de CV (“Braskem México”)

    Mexico    100.00    100.00    100.00 

Braskem Mexico Servicios S. RL de CV (“Braskem México Serviços”)

    Mexico    100.00    100.00    100.00 

Braskem Holanda

    Netherlands    100.00    100.00    100.00 

Braskem Netherlands Finance B.V. (“Braskem Holanda Finance”)

    Netherlands    100.00    100.00   

Braskem Netherlands Inc. B.V. (“Braskem Holanda Inc”)

    Netherlands    100.00    100.00   

Braskem Participações S.A. (“Braskem Participações”)

   (iv  Brazil        100.00 

Braskem Petroquímica Chile Ltda. (“Braskem Chile”)

    Chile    100.00    100.00    100.00 

Braskem Petroquímica Ibérica, S.L. (“Braskem Espanha”)

   (v  Spain        100.00 

Braskem Petroquímica Ltda. (“Braskem Petroquímica”)

    Brazil    100.00    100.00    100.00 

Quantiq Distribuidora Ltda. (“Quantiq”)

   (vi  Brazil    100.00    100.00    100.00 

IQAG Armazéns Gerais Ltda. (“IQAG”)

   (vi  Brazil    100.00    100.00    100.00 

Lantana Trading Co. Inc. (“Lantana”)

    Bahamas    100.00    100.00    100.00 

Norfolk Trading S.A. (“Norfolk”)

   (vii  Uruguay        100.00 

Politeno Empreendimentos Ltda. (“Politeno Empreendimentos”)

   (iv  Brazil        100.00 

Specific Purpose Entity (“SPE”)

         

Fundo de Investimento Multimercado Crédito Privado Sol (“FIM Sol”)

    Brazil    100.00    100.00    100.00 

Fundo de Investimento Caixa Júpiter Multimercado Crédito Privado Longo Prazo (“FIM Júpiter”)

    Brazil    100.00    100.00    100.00 

Schedule of financial statements          
     Total and voting interest (%)
       2023, 2022 and 2021
     Headquarter 2023 2022 2021
 BM Insurance Company Limited ("BM Insurance")    Bermuda 100 100 100
 Braskem Argentina S.A. (“Braskem Argentina”)    Argentina 100 100 100
 Braskem Energy Ltda. ("Braskem Energy")    Brazil       100
 Braskem Finance Limited (“Braskem Finance”)    Cayman Islands 100 100 100
 Braskem Green S.A. ("Braskem Green")    Brazil 100 100 100
 Braskem Incorporated Limited ("Braskem Inc.")  (i) Cayman Islands       100
 Braskem Mexico, S. de RL de C.V. ("Braskem México")    Mexico 100 100 100
 Braskem Netherlands B.V. ("Braskem Holanda")     Netherlands 100 100 100
 Braskem Petroquímica Chile Ltda. (“Braskem Chile”)    Chile 100 100 100
 Braskem Ventures Ltda. ("Braskem Ventures")  (ii) Brazil 100 100   
 Lantana Trading Co. Inc. (“Lantana”)    Bahamas       100
 Voqen Energia Ltda. ("Voqen")    Brazil 100 100   
 Wise Plásticos Ltda ("Wise")  (iii) Brazil  61.1      
 B&TC B.V. ("B&TC")    Netherlands 60 60   
 Braskem America Finance Company ("Braskem America Finance")    USA 100 100 100
 Braskem America, Inc. (“Braskem America”)    USA 100 100 100
 Braskem Europe GmbH ("Braskem Alemanha")    Germany 100 100 100
 Braskem Idesa    Mexico 75 75 75
 Braskem Idesa Servicios S.A. de C.V. ("Braskem Idesa Serviços")    Mexico 75 75 75
 Braskem India Private Limited ("Braskem India")    India 100 100 100
 Braskem Mexico Proyectos S.A. de C.V. SOFOM ("Braskem México Sofom")    Mexico 100 100 100
 Braskem Mexico Servicios S. RL de C.V. ("Braskem México Serviços")    Mexico 100 100 100
 Braskem Netherlands Finance B.V. (“Braskem Holanda Finance”)    Netherlands 100 100 100
 Braskem Netherlands Green B.V. (“Braskem Holanda Green”)    Netherlands 100 100 100
 Braskem Netherlands Inc. B.V. (“Braskem Holanda Inc.”)    Netherlands 100 100 100
 Braskem Siam  (iv) Thailand 51      
 Braskem Trading & Shipping B.V. ("BTS")  (V) Netherlands 100      
 Builder Brasil Ltda. ("Builder Brasil")    Brazil 100 100   
 Builder USA LLC. ("Builder USA")    USA 100 100   
 Cetrel S.A. ("Cetrel")    Brazil  63.70 63.70  63.70
 Distribuidora de Água Camaçari S.A. ("DAC")    Brazil  63.70 63.70  63.70
 ER Plastics B.V. ("ER Plastics")    Netherlands 60 60   
 Terminal Química  (vi) Mexico  37.5 75 75
 Special Purpose Entities           
Fundo de Investimento Caixa Júpiter Multimercado Crédito Privado
 Longo Prazo ("FIM Júpiter")
   Brazil 100 100 100
Fundo de Investimento Santander Netuno Multimercado Crédito Privado
 Longo Prazo ("FIM Netuno")
   Brazil 100 100 100
(i)Merged into the subsidiary Braskem PetroquímicaCompany dissolved in April 2016.December 2022.
(ii)InBraskem Ventures represents the processbrand Oxygea, which is a Hub whose purpose is to foster the creation and development of dissolution.new business initiatives with startups.
(iii)DissolvedIn February 2023, Braskem acquired a 61.1% ownership interest in January 2016.Wise, a Brazilian company engaged in mechanical recycling. The consideration transferred of this acquisition was R$ 173, and goodwill generated was R$ 75.
(iv)MergedCompany incorporated in February 2015.2023 as described in Note 1.
(v)DissolvedCompany incorporated in September 2015.2023 to provide service of maritime freight and the sale and purchase transactions of chemical and petrochemical products.
(vi)Currently undergoing negotiations for sale.In March 2023, Braskem Idesa sold 50% of their non-controlling interest in Terminal Química (Note 5)
(vii)Dissolved in March 2015.1).

F-11  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(a) Subsidiaries

Management notesThe Company controls an entity when it is exposed to, or entitled to, the variable returns originating from its involvement with the entity and has the capacity to affect such returns by exercising its power over the entity.

The financial information of subsidiaries are included in these financial statements as from the date the Company obtains control until the date of the loss of control.

(b) Equity method Investees

The Company’s investments in entities with accounting treatment using the equity method consist of their interests in associates and joint ventures.

Associates are those in which the Company, directly or indirectly, has significant influence, but not control or shared control, over the financial and operating policies. To be classified as a joint venture, a contractual agreement must exist that gives the Company shared control of the entity and granting to the Company the right to the net assets of the joint venture, and not the right to its specific assets and liabilities.

Such investments are initially recognized at cost, which includes the expenses with the transaction costs. After initial recognition, the financial statements include the Company’s interest in the net profit or loss for the fiscal year profit or loss and other comprehensive (loss) income (“OCI”) of equity-accounted investees, in the investee until the date on which the significant influence or joint control ceases to exist.

(c) Conversion of functional currency to presentation currency

The assets and liabilities of foreign operations are translated into Brazilian Real at December 31, 2016the exchange rates at the reporting date. The income and expenses of foreign operations are translated into Brazilian Real at the average monthly exchange rates. Foreign currency differences (Note 2.4) from translation to presentation currency are recognized in other comprehensive (loss) income.

All amountsSince Argentina’s economy is considered hyperinflationary, to translate the financial information of Braskem Argentina subsidiary, the assets, liabilities, equity, income and expenses are translated into Brazilian Real at the exchange rate at the reporting date.

(d) Transactions eliminated in thousands, exceptconsolidation

Intragroup balances and transactions and any unrealized revenues or expenses arising from intragroup transactions are eliminated. Unrealized gains originating from transactions with investees recorded using the equity method are eliminated against the investment proportionately to the Company’s interest in the investee. Unrealized losses are eliminated in the same way as otherwise statedunrealized gains, but only to the extent that there is no evidence of impairment loss.

F-12  

Braskem S.A.

 

2.2Foreign currency translation

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

(a)

2.4 Functional and presentation currency

The functional and presentationforeign currency

These financial statements are presented in Brazilian Real, which is the functional currency of the Company isCompany. All amounts have been rounded to the nearest million, unless otherwise stated.

The subsidiaries with a functional currency different from Brazilian real.

Real (R$) are listed below:

(b)Schedule of subsidiaries with a functional currencyFunctional currency other than the Brazilian real

Certain subsidiaries have a different functional currency from that of the Braskem S.A., as follows:

  Functional currency

Subsidiaries

Braskem Alemanha, Braskem Austria and Braskem Austria Finance

  
EuroBraskem Alemanha, B&TC e ER Plastics Euro

BM Insurance, Braskem America, Braskem America Finance, Braskem Holanda,  Braskem Holanda Finance, Braskem Holanda Inc andInc., Braskem México Sofom,

Braskem Holanda Green, BTS, Braskem Siam e Terminal Química.
 U.S. dollarU.S.dollar ("US$")

Braskem Idesa, , Braskem Idesa Serviços, Braskem México e Braskem México Serviços

Mexican peso
Braskem ArgentinaArgentinean peso
Braskem ChileChilean peso
Braskem ÍndiaRupee

2.5 New standards or amendments for the current fiscal year and future requirements

(a) New standards and pronouncements adopted in the current fiscal year

In the current fiscal year, the Company identified a series of amendments under the IFRS standards that became effective for accounting periods starting on or after January 1, 2023:

(a.1) Deferred taxes related to assets and liabilities arising from a single transaction (amendments to IAS 12)

The Company adopted deferred tax related to assets and liabilities arising from a single transaction (amendments to IAS 12) from January 1, 2023. The amendments narrow the scope of initial recognition exemption to exclude transactions that give rise to equal and offsetting temporary differences.

The main effect on the Company was related to the deferred taxes arising from leases. Previously, deferred tax on leases was recorded applying the "integrally linked" approach, resulting in a similar outcome as under the amendments, except for deferred tax asset or liability that was recognized on a net basis.

Following the amendments, the Company recognized a separate deferred tax asset from its lease liabilities and a separate deferred tax liability from its right-of-use assets. However, there was no impact on statement of financial position since balances are qualified for offsetting. The amendments also had no impact on retained earnings and accumulated losses as of January 1, 2022. The main impact is related to the disclosure of recognized deferred tax assets and liabilities.

(a.2) International Tax Reform - Pillar two model rules (Amendments to IAS 12)

The Company is within the scope of the International Tax Reform – Pillar two model rules and operates in Netherlands and Germany, which have already passed the new legislation to implement the complementary global minimum tax rate. However, once the tax legislation recently passed in both countries will become effective only from January 1, 2024, there is no tax impact on the fiscal year ended December 31, 2023.

In accordance with amendments to IAS 12 in effect on December 31, 2023, the Company applied mandatory temporary exemption to the recognition of deferred taxes for the impacts of the complementary tax rate and assessed the new disclosures required about Pillar Two exposures.

  
Mexican pesoF-13  

The other subsidiaries adopt the Brazilian real as functional currency.

Braskem S.A.

 

(c)Exchange variation effects

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The main effects from exchange variationCompany may be subject to top-up tax in relation to its operations in the Netherlands, starting on January 1, 2024, depending on the profit of each type of business, there is a possibility that impactedthe effective rate in the Netherlands may vary by less or even more than 15%.

(a.3) Other amendments

Other amendments to IFRS that were mandatory for accounting periods starting on or after January 1, 2023 but did not have any material impact on the disclosures or amounts presented in these financial statements are shownpresented below:

- Definition of accounting estimates (amendments to IAS 8).

   End of year rate at December 31  Average rate 
                          Variation 
   2016   2015   Variation  2016   2015   2014   2016 - 2015  2015 - 2014 

U.S. dollar - Brazilizan real

   3.2591    3.9048    -16.54  3.4833    3.3387    2.3547    4.33  41.79

U.S. dollar - Mexican peso

   20.6352    17.3700    18.80  18.6987    15.8846    13.3113    17.72  19.33

U.S. dollar - Euro

   0.9479    0.9187    3.17  0.9041    0.9019    0.7545    0.24  19.55

2.3New or revised pronouncements that are not yet effective

- Definition of materiality for disclosure of accounting policies (amendments to IAS1 and IFRS 9Practice Statement 2).

- Insurance contracts (IFRS 17).

(b) Future requirements

The amended standards already issued but not yet effective as of the reporting date are described below:

- Classification of liabilities as current or non-current (amendments to IAS 1)“Financial instruments”Effective on January 1, 2024.

- Non-current liabilities with covenants (amendments to IAS 1)this pronouncement was issued by IASBEffective on January 1, 2024.

- Lease liabilities in July 2014a sale and leaseback (Amendments to address the classification, measurementIFRS 16) – Effective on January 1, 2024.

- Supplier finance arrangements (amendments to IFRS 7 and derecognitionIAS 7) – Effective on January 1, 2024.

Lack of financial assetsexchangeability (amendments to IAS 21) – Effective on January 1, 2025.

The Company plans to adopt these amended standards, when they become effective and financial liabilities, to introduce new rules for hedge accounting and a new impairment model for financial assets. Accordingly, the Companyare required. Management does not expect the new guidanceadoption of the standards listed above to have a significant impact on the classification and measurement of itsCompany’s financial assets. There will be no impact on the Company’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Company does not have any such liabilities. The new hedge accounting rules will align the accounting for hedging instruments more closely with the Company’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles-based approach. While the Company is yet to undertake a detailed assessment, it would appear that the Company’s current hedge relationships would qualify as continuing hedges upon the adoption of IFRS 9. Accordingly, the Company does not expect a significant impact on the accounting for its hedging relationships.

The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under IAS 39.

For these analyses, Braskem has a risk classification system (Note 17.5(a)) that takes into consideration specific elements of each client, their industries and other present andstatements in future variables. Afterwards, the impairment can be complemented based on events such as effective default rates or more extreme cases such as court-supervised reorganizations, bankruptcies etc. which may result in an earlier recognition of credit losses. The new standardperiods.

F-14  

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

also introduces expanded disclosure requirements3 Application of estimates and changes in presentation. These are expected to change the nature and extent of the Company’s disclosures about its financial instruments particularly in the year of the adoption of the new standard. By the end of 2017, the Management of the Company will approve the new impairment policy and include an estimate of its impact on current practices. This standard will be adopted as of January 2018.judgments

IFRS 15 – “Revenue from contracts with customers” – this pronouncement was issued by IASB in May 2014 and will replace IAS 18 which covers contracts for goods and services. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. In 2016, the Company made significant progress on contract reviews and expects to complete the contract evaluations and validate results by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on accounting for product sales to remain substantially unchanged. The Company expects to adopt the new standard using the modified retrospective approach, under which the cumulative effect of initially applying the new guidance is recognized as an adjustment to the opening balance of retained earnings in the first quarter of 2018.

IFRS 16 – “Leases” – pronouncement issued by the IASB in January 2016, requiring lessees to recognize in their financial statements any liabilities arising from the future payment and direct use of leased assets, including operating leases. The standard will affect primarily the accounting for the Company’s operating leases. The most significant leased assets are freight cars used to distribute products produced by Braskem America and Braskem Idesa. The company also has lease agreements for office space, industrial and light vehicles and IT equipment. However, the Company is still evaluating to what extent these agreements will result in the recognition of an asset and a liability for future payments and how this will affect the Company’s profit and classification of cash flows. This standard has will be adopted as of January 2019.

2.4Restatement

(i)Restatement of Taxes Provisions

As informed in Note 23.3(b), between 2006 and 2014 the Company made payments to certain companies without any corresponding evidence of services actually provided. These payments were initially taxed at zero rate of income tax at source (IRF) and considered as deductible for income tax (IR) and social contribution on profit (CSL). Upon the identification from the lack of corresponding services, the Management of Braskem determined the payment of all taxes owed and a revision of deferred income tax and social contribution. The main tax assessed was the IRF with a rate of 35%. In addition, these payments were considered asnon-deductible for the purpose of calculating IR and CSL. The amounts involved in this matter are disclosed in Note 23.3(c).

Due to the payments without corresponding services provided and the consequent tax impacts, the financial statements for 2015 and 2014 are restated retrospectively. This restatement is due to material error and, for this reason, the Company presented opening balance sheet for January 1, 2015, in accordance with IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors). The impact of these provisions are being demonstrated in the column “Adjustment—Tax provisions” as shown on the table below.

(ii)Other adjustments

In view of restatement ofpreparing these financial statements, of 2015, the Management of Braskem decided to recognize other adjustments in prior years. The impact of these adjustments are being demonstrated in the column “Adjustment – Other” as shown on the table below.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Balance sheet for 2015

   2015 
Assets  Published  Adjustment  Restated 
      Tax provisions  Other    

Current assets

     

Cash and cash equivalents

   7,439,723    (396,461)(a)   7,043,262 

Financial investments

   1,172    413,721(b)   414,893 

Trade accounts receivable

   2,735,144    20,564(c)   2,755,708 

Inventories

   5,517,206    591,491(d)   6,108,697 

Taxes recoverable

   1,272,004    40,337(e)   1,312,341 

Other receivables

   300,901    (28,371)(f)   272,530 

Other assets

   232,337     232,337 
  

 

 

  

 

 

  

 

 

  

 

 

 
   17,498,487    641,281   18,139,768 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current assets

     

Taxes recoverable

   1,304,056   13,704(a)    1,317,760 

Deferred income tax and social contribution

   3,226,507   (30,268)(b)   8,427(g)   3,204,666 

Other receivables

   298,057    (105,864)(h)   192,193 

Investments

   86,354     86,354 

Property, plant and equipment

   33,961,963    138,326(i)   34,100,289 

Other assets

   3,585,870     3,585,870 
  

 

 

  

 

 

  

 

 

  

 

 

 
   42,462,807   (16,564  40,889   42,487,132 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

   59,961,294   (16,564  682,170   60,626,900 
  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities and shareholders’ equity

     

Current liabilities

     

Trade payables

   11,698,695    674,860(j)   12,373,555 

Borrowings

   1,968,540    1,453(k)   1,969,993 

Payroll and related charges

   605,059    5,227(l)   610,286 

Taxes payable

   744,660   251,917(c)   6,696(m)   1,003,273 

Other liabilities

   1,665,275    20,613(n)   1,685,888 
  

 

 

  

 

 

  

 

 

  

 

 

 
   16,682,229   251,917   708,849   17,642,995 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current liabilities

     

Borrowings

   25,370,260    10,258(o)   25,380,518 

Derivatives operations

   1,184,741    (65,000)(p)   1,119,741 

Deferred income tax and social contribution

   731,241    41,587(q)   772,828 

Post-employment benefits

   154,707    15,530(r)   170,237 

Other payables

   217,502    94,687(s)   312,189 

Other liabilities

   14,282,903     14,282,903 
  

 

 

  

 

 

  

 

 

  

 

 

 
   41,941,354    97,062   42,038,416 
  

 

 

  

 

 

  

 

 

  

 

 

 

Shareholders’ equity

     

Other comprehensive income

   (9,085,256   24,546(t)   (9,060,710

Accumulated losses

    (268,481)(d)   (148,287)(u)   (416,768

Other

   11,107,852     11,107,852 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total attributable to the Company’s shareholders

   2,022,596   (268,481  (123,741  1,630,374 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-controlling interest in Braskem Idesa

   (684,885    (684,885
  

 

 

  

 

 

  

 

 

  

 

 

 
   1,337,711   (268,481  (123,741  945,489 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

   59,961,294   (16,564  682,170   60,626,900 
  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The adjustments that caused the restatement of these financial statementshas made judgments and are indicated in column “Adjustments – Tax provisions” are as follow:

(a)Related to the anticipation of income tax and social contribution for the year 2013 in the amount of R$13,704.

(b)Refers to the reduction of deferred income tax and social contribution on tax losses and negative basis, in the amount of R$30,268.

(c)These adjustments result from: (i) R$171,368 referring to payment of income tax at source on remittance of funds abroad at the rate of 35%; (ii) R$60,546 referring to payment related to REFIS installment payment; and (iii) R$20,003 related to the payment of the principal amount of anticipated of income tax and social contribution.

(d)Related to corresponding entries of the adjustments mentioned in items (a), (b) and (c), above.

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

(a)Refers, mainly, to the reclassification of R$413,721 to “financial investments” and other immaterial reclassifications to “other payables” and “other receivables”.

(b)Refers to the reclassification of “cash and cash equivalents” of Brazilian government bonds (Letras Financeiras do Tesouro - LFT) whose original maturity exceeds three months, immediate liquidity and realization is expected in the short term.

(c)Refers, mainly to: (i) decrease of R$146,852 in accounts receivable due to revenue of 2016 recognized by error in 2015; and (ii) increase of R$157,227 due to revenue of 2015 recognized by error in 2016.

(d)Refers, mainly to: (i) increase in the balance of inventories of R$101,575, due to error arising in recognition of sales mentioned in item(c-i); (ii) increase of R$502,027 due to inventories of 2015 recognized by error in 2016; and (iii) decrease in the balance of inventories by R$12,111 due to thewrite-off storehouse materials.

(e)Refers, mainly, to the reclassification of tax credits from “taxes payable” to “taxes recoverable” in the amount of R$32,671.

(f)Refers to the reclassification of R$28,371 from “current assets” to“non-current assets” of Eletrobras credits.

(g)Refers, mainly, to increase due to deferred income tax and deferred social contribution tax arising from all adjustments mentioned in this note affecting the statement of operation.

(h)Refers to adjustments mainly related to: (i) corresponding entry in“non-current assets” of the adjustment mentioned in item (f) above; (ii) impairment of R$81,303 in assets related to investments with little likelihood of realization and transfer of land in the amount of R$47,166 to property, plant and equipment.

(i)Refers to adjustments to property, plant and equipment primarily related to: (i) addition of the land mentioned in item(h-ii) above; (ii) addition of R$106,921 due to error in the classification of operating lease to finance lease.

(j)Refers, mainly, to (i) increase in the amount of R$648,311 related to purchase of goods to resale of 2015 that were recognized by error in 2016; (ii) increasing in trade payables in the amount of R$24,764, related to expenses recorded in the wrong period; and(iii) write-off of R$16,444 related to unduly recorded liabilities, related to previous years.

(k)Immaterial errors related to the reclassification between “borrowings” and “other liabilities”.

(l)Refers to adjustment on the provision for profit sharing paid in 2016.

(m)Refers mainly to: (i) additions of PIS and COFINS of R$29,146, mainly arising from acquisition of electric power and financial income related to the years of 2015, 2014 and 2013; (ii) decrease of R$29,302 due to error in the tax calculation for 2015 with effect in the statement of operation and R$32,039 due to error in tax calculation for 2013 with effect in accumulated losses; and (iii) increase of taxes payable, mainly related to the effect of the adjustment mentioned in item (e) above.

(n)Refers to the increase in the balance of other liabilities of R$20,613, due to error arising in recognition of liabilities.

(o)Refers, mainly, to reclassification to “borrowings” of premium payments of bond transaction of Braskem America classified in financial income from previous years.

(p)Refers to the recognition of counterparty risk in the measurement of derivative instruments of R$65,000.

(q)Refers to adjustments to deferred income tax and deferred social contribution tax liabilities arising from all adjustments mentioned in this note affecting the statement of operation.

(r)Refers to the increase of R$15,530 in the post-employment benefit plan related to the health plan.

(s)Refers, mainly, to the additions in the amount of R$102,825 due to error in the classification from operating lease to finance lease mentioned in the item (i) above.

(t)Refers, mainly, to: (i) corresponding entry of the adjustment mentioned in item (p) above, increasing the balance by R$65,000; (ii) reduction of the balance due to reclassification from other comprehensive income to “other income (expense), net” of R$40,509, due to adjustments to the actuarial liability of health plan benefit.

(u)Refers to: (i) adjustments recorded in the statement of operation leading to the impact in the accumulated losses of R$111,238; and (ii) other immaterial adjustments mentioned above, recorded in “accumulated losses” of R$37,049.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Opening balance sheet as of 1/1/2015

   1/1/2015 
Assets  Published
in 2014
  Adjustment  Opening
balance in
1/1/2015
 
      Tax provisions  Other    

Current assets

     

Cash and cash equivalents

   3,993,359    (102,088)(a)   3,891,271 

Financial investments

   89,729    104,702(b)   194,431 

Trade accounts receivable

   2,692,612    (283,466)(c)   2,409,146 

Inventories

   5,368,146    251,176(d)   5,619,322 

Taxes recoverable

   2,129,837    22,284(e)   2,152,121 

Other receivables

   287,876    (5,663)(f)   282,213 

Other assets

   199,640     199,640 
  

 

 

  

 

 

  

 

 

  

 

 

 
   14,761,199    (13,055  14,748,144 
  

 

 

  

 

 

 ��

 

 

  

 

 

 

Non-current assets

     

Taxes recoverable

   1,045,428   13,704(a)    1,059,132 

Deferred income tax and social contribution

   870,206   (20,015)(b)   35,890(g)   886,081 

Other receivables

   91,905    (5,881)(h)   86,024 

Investments

   126,535     126,535 

Property, plant and equipment

   29,001,490    69,468(i)   29,070,958 

Other assets

   3,524,988     3,524,988 
  

 

 

  

 

 

  

 

 

  

 

 

 
   34,660,552   (6,311  99,477   34,753,718 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

   49,421,751   (6,311  86,422   49,501,862 
  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities and shareholders’ equity

     

Current liabilities

     

Trade payables

   10,852,410    (12,535)(j)   10,839,875 

Borrowings

   1,418,542    928(k)   1,419,470 

Taxes payable

   203,392    30,042(l)   233,434 

Other liabilities

   1,608,948    (15,137)(m)   1,593,811 
  

 

 

  

 

 

  

 

 

  

 

 

 
   14,083,292    3,298   14,086,590 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current liabilities

     

Borrowings

   18,918,021    8,708(n)   18,926,729 

Trade payables

   30,699   229,311(c)    260,010 

Deferred income tax and social contribution

   603,490    23,521(o)   627,011 

Post-employment benefits

   69,176    45,302(p)   114,478 

Other payables

   291,040    67,263(q)   358,303 

Other liabilities

   9,531,683     9,531,683 
  

 

 

  

 

 

  

 

 

  

 

 

 
   29,444,109   229,311   144,794   29,818,214 
  

 

 

  

 

 

  

 

 

  

 

 

 

Shareholders’ equity

     

Other comprehensive income

   (2,924,057   (19,115)(r)   (2,943,172

Accumulated losses

    (235,622)(d)   (42,555)(s)   (278,177

Other

   8,962,940     8,962,940 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total attributable to the Company’s shareholders

   6,038,883   (235,622  (61,670  5,741,591 
  

 

 

  

 

 

  

 

 

  

 

 

 

Non-controlling interest in Braskem Idesa

   (144,533    (144,533
  

 

 

  

 

 

  

 

 

  

 

 

 
   5,894,350   (235,622  (61,670  5,597,058 
  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

   49,421,751   (6,311  86,422   49,501,862 
  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

(a)Related to the anticipation of income tax and social contribution for the year 2013 in the amount of R$13,704.
(b)Refers to the reduction of deferred income tax and social contribution on tax losses and negative basis, in the amount of R$20,015.
(c)These adjustments result from: (i) R$156,992 referring to payment of income tax at source on remittance of funds abroad at the rate of 35%; (ii) R$54,035 referring to payment related to REFIS installment payment; and (iii) R$18,284 related to the payment of the principal amount of anticipated of income tax and social contribution.
(d)Related to corresponding entries of the adjustments mentioned in items (a), (b) and (c), above.

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

(a)Refers, mainly, to the reclassification to “financial investments” of R$104,702.
(b)Refers to the reclassification of “cash and cash equivalents” of Brazilian government bonds (Letras Financeiras do Tesouro – LFT) whose original maturity exceeds three months, immediate liquidity and realization is expected in the short term.
(c)Refers, mainly to a decrease of R$283,466 in accounts receivable due to revenue of 2015 recognized by error in 2014.
(d)Refers, mainly, to the increase in the balance of inventories of R$248,026, due to error arising in recognition of sales mentioned in item (c).
(e)Refers, mainly, to the reclassification of tax credits from “taxes payable” to “taxes recoverable” in the amount of R$22,224.
(f)Refers to reduction due reclassification of advances to suppliers to “trade payables”.
(g)Related to increase due to deferred income tax and deferred social contribution tax arising from all adjustments mentioned in this note affecting the statement of operation.
(h)Immaterial errors related to the reclassification to “other payables”.
(i)Refers to adjustments to property, plant and equipment primarily related to: (i) addition of R$77,147 due to error in the classification of operating lease to finance lease.
(j)Refers, mainly, to reduction by thewrite-off of R$10,585 related to unduly recorded liabilities, related to previous years.
(k)Immaterial errors related to reclassification between “borrowings” and “other payables”.
(l)Related to (i) additions of PIS and COFINS of R$24,098, mainly arising from acquisition of electric power and financial income related to the years of 2014 and 2013; (ii) reduction related to error in tax calculation for 2013 with effect in accumulated losses in the amount of R$21,794; and (ii) increase of taxes payable, mainly related to the effect of the adjustment mentioned in item (e) above.
(m)Refers, mainly to thewrite-off of notes unduly recorded in the amount of R$10,254, related to previous years.
(n)Refers, mainly, to reclassification to “borrowings” of premium payments of bond transaction of Braskem America classified in financial income from previous years.
(o)Related to adjustments to deferred income tax and social contribution liabilities arising from all adjustments mentioned in this note affecting the statement of operation.
(p)Refers to the increase of R$45,302 in the post-employment benefit plan related to the health plan.
(q)Refers, mainly, to: (i) increase in the amount of R$73,803 due to error in the classification from operating lease to finance lease mentioned in the item (i) above; and (ii) reduction of the balance due to reclassification mentioned in the item (h) above in the amount of R$5,881.
(r)Refers, mainly, to: (i) reduction of the balance due to adjustments on the actuarial liability of health plan benefit in the amount R$27,964; and (ii) increase related to deferred taxes based on the adjustments on the actuarial liability in the amount of R$9,508.
(s)Refers, mainly, to: (i) adjustments recorded in the statement of operation leading to the impact in the accumulated losses in the amount of R$21,330; and (ii) other immaterial adjustments mentioned above, recorded in “accumulated losses” in the amount of R$12,943.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Statement of operations for 2015

   2015 
   Published  Discontinued
operations
  Adjustment  Restated 
Continued operations     Note 5(b)  Tax provisions  Other    

Net sales revenue

   47,282,996   (682,371   279,364(a)   46,879,989 

Cost of products sold

   (36,902,086  510,365    (336,302)(b)   (36,728,023
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   10,380,910   (172,006   (56,938  10,151,966 

Income (expenses)

      

Selling and distribution

   (1,122,012  38,856     (1,083,156

General and administrative

   (1,325,342  59,327    (14,455)(c)   (1,280,470

Research and development

   (176,431    6,796(d)   (169,635

Results from equity investments

   2,219      2,219 

Other income (expenses), net

   (707,153  25,029    (49,080)(e)   (731,204
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   7,052,191   (48,794   (113,677  6,889,720 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial results

      

Financial expenses

   (3,158,498  8,052   (22,606)(a)   9,650(f)   (3,163,402

Financial income

   595,674   (8,677   (2,064)(g)   584,933 

Exchange rate variations, net

   70,318   32,592     102,910 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (2,492,506  31,967   (22,606  7,586   (2,475,559

Profit before income tax and social contribution

   4,559,685   (16,827  (22,606  (106,091  4,414,161 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current and deferred income tax and social contribution

   (1,660,905  10,445   (10,253)(b)   359(h)   (1,660,354
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year of continued operations

   2,898,780   (6,382  (32,859  (105,732  2,753,807 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Discontinued operations results

      

Profit (loss) from discontinued operations

    16,827     16,827 

Current and deferred income tax and social contribution

    (10,445    (10,445
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    6,382     6,382 

Profit for the year

   2,898,780    (32,859  (105,732  2,760,189 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

      

Company’s shareholders

   3,140,311    (32,859  (105,732  3,001,720 

Non-controlling interest in Braskem Idesa

   (241,531     (241,531
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   2,898,780    (32,859  (105,732  2,760,189 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
         Parent company 
         Basic and diluted - in R$ per share 
         Published  Adjustment  Restated 

Profit per share attributable to the shareholders of the Company of continued operations at the end of the year (R$)

      

Earnings per share - common

     3.9474   (0.1766  3.7708 

Earnings per share - preferred shares class “A”

     3.9474   (0.1766  3.7708 

Earnings per share - preferred shares class “B”

     0.6065    0.6065 
    

 

 

  

 

 

  

 

 

 

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

(a)Referring to interest accrual based on the variation in the Selic rate related to the extemporaneous taxes.
(b)Related to adjustments to deferred income tax and social contribution arising from all adjustments mentioned in this note.

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

(a)Mainly referring to: (i) decrease of R$146,211 related to revenue from 2016 recognized by error in 2015; (ii) increase of R$155,872 related to revenue from 2015 recognized by error in 2016; (iii) increase of R$298,746 due to revenue of 2015 recognized by error in 2014; and (iv) decrease of R$21,768 due to a reclassification from “financial expenses” related to commercial discounts.
(b)Mainly referring to: (i) decrease of costs of products sold of R$101,184 related to adjustments of sales mentioned in item(a-i) and increase of costs of products sold of R$145,023 and R$262,263 related to adjustments of sales mentioned in item(a-ii) and(a-iii); and (ii) an increase of R$24,764 of freight costs in fiscal year 2015 previously recorded in 2016.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)Immaterial errors classified as general and administrative expenses.
(d)Refers to the reclassification of expenses to “other income (expenses), net”.
(e)Mainly referring to: (i) impairment of assets related to investments with little likelihood of realization, in the amount of R$80,601; (ii) reversal of provision for health plan of R$42,318; (iii)write-off storehouse materials of R$12,111.
(f)Mainly referring to: (i) adjustments mentioned in item(a-iv) above; and (ii) interest expenses from the health plan benefit of R$8,364.
(g)Immaterial errors classified as financial income.
(h)Mainly referring to: (i) reduction of R$19,201 related to adjustments in deferred income tax, unduly recorded in previous years; and (ii) impacts in current and deferred income tax and social contribution arising from all adjustments mentioned in this note.

Statement of operations for 2014

   2014 
   Published  Discontinued
operations
  Adjustment  Restated 
Continued operations     Note 5(b)  Tax provisions  Other    

Net sales revenue

   46,031,389   (621,117   (274,375)(a)   45,135,897 

Cost of products sold

   (40,057,341  479,319    226,313(b)   (39,351,709
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   5,974,048   (141,798   (48,062  5,784,188 

Income (expenses)

      

Selling and distribution

   (1,155,800  46,094   72,299(a)    (1,037,407

General and administrative

   (1,210,124  59,148    (44,535)(c)   (1,195,511

Research and development

   (138,441    10,308(d)   (128,133

Results from equity investments

   3,929      3,929 

Other income (expenses), net

   95,596   28,783   (102,893)(b)   21,287(e)   42,773 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   3,569,208   (7,773  (30,594  (61,002  3,469,839 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial results

      

Financial expenses

   (2,706,963  12,541   (20,073)(c)   (1,887)(f)   (2,716,382

Financial income

   401,394   (1,734   209(g)   399,869 

Exchange rate variations, net

   (85,074  958     (84,116
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (2,390,643  11,765   (20,073  (1,678  (2,400,629

Profit before income tax and social contribution

   1,178,565   3,992   (50,667  (62,680  1,069,210 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Current and deferred income tax and social contribution

   (452,264  (4,042  (71,942)(d)   37,220(h)   (491,028
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year of continued operations

   726,301   (50  (122,609  (25,460  578,182 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Discontinued operations results

      

Loss from discontinued operations

    (3,992    (3,992

Current and deferred income tax and social contribution

    4,042     4,042 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
    50     50 

Profit for the year

   726,301    (122,609  (25,460  578,232 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Attributable to:

      

Company’s shareholders

   864,064    (122,609  (25,460  715,995 

Non-controlling interest in Braskem Idesa

   (137,763     (137,763
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit for the year

   726,301    (122,609  (25,460  578,232 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
         Parent company 
         Basic and diluted - in R$ per share 
         Published  Adjustment  Restated 

Profit per share attributable to the shareholders of the Company of continued operations at the end of the year

      

Earnings per share - common

     1.0857   (0.1864  0.8993 

Earnings per share - preferred shares class “A”

     1.0857   (0.1864  0.8993 

Earnings per share - preferred shares class “B”

     0.6062    0.6062 
    

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

(a)During the investigation mentioned in the note 34, were identified payments for services to without corresponding evidence of the services being rendered. These payments were reclassified from “selling and distribution expenses”, as originally reported, to “other income (expenses), net” in the amount of R$72,299.
(b)Referring to: (i) effect related to extemporaneous taxes in amount of R$30,594; and (ii) reclassification from “selling and distribution expenses” in the amount of R$72,299 mentioned in item (a) above.
(c)Refers to recognize of fine and interest related to the extemporaneous taxes.
(d)Mainly referring to: (i) payment related to REFIS installment payment in the amount of R$54,035; (ii) payment of the principal amount of anticipated of income tax and social contribution in the amount of R$18,284; and (iii) deferred income tax and social contribution due to the statement adjustments presented.

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

(a)Mainly referring to: (i) the decrease of R$283,254 related to revenue from 2015 recognized by error in 2014; (ii) the increase of R$36,726 due to revenue of 2014 recognized by error in 2013; and (iii) decrease of R$21,641 due to a reclassification from “financial expenses” related to commercial discounts.
(b)Mainly referring to: (i) decrease of costs of products sold of R$247,828 and an increase of costs of products sold of R$31,367 related to adjustment of sales mentioned in item(a-i) and(a-ii); and (ii) an decrease of R$6,145 of freight costs in fiscal year 2014 previously recorded in 2015.
(c)Mainly referring to increase related to the reclassification of management fee in the amount of R$43,490 from “other income (expenses), net”.
(d)Refers to the reclassification of expenses to “other income (expenses), net”.
(e)Mainly referring to: (i) increase in the amount of R$10,396 related to PIS and COFINS; (ii) increase of the corresponding entry mentioned in item (d); and (iii) decrease of the corresponding entry mentioned in item (c).
(f)Mainly referring to: (i) decrease related to the adjustment mentioned in item(a-iii); (ii) increase related interest expenses from the health plan benefit of R$7,527; and (iii) increase of R$14,676 due to reversal of recognition of counterparty risk in the measurement of derivative instruments.
(g)Immaterial errors classified as “financial income”.
(h)Mainly referring to the impacts in current and deferred income tax and social contribution arising from all adjustments mentioned in this note.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Statement of cash flow for 2015

   2015 
   Published  Adjustment  Restated 
      Tax provisions  Other    

Profit before income tax and social contribution and for the result with discontinued operations

   4,559,685   (22,606  (106,091  4,430,988 

Adjustments for reconciliation of profit

     

Depreciation, amortization and depletion

   2,114,929    10,867   2,125,796 

Results from equity investments

   (2,219    (2,219

Interest and monetary and exchange variations, net

   3,249,558    (66,981  3,182,577 

Other

   130,758     130,758 
  

 

 

  

 

 

  

 

 

  

 

 

 
   10,052,711   (22,606  (162,205  9,867,900 
  

 

 

  

 

 

  

 

 

  

 

 

 

Changes in operating working capital

     

Held-for-trading financial investments

   118,929    (263,884  (144,955

Trade accounts receivable

   (38,586   (304,030  (342,616

Inventories

   (161,419   (340,315  (501,734

Taxes recoverable

   831,507    10,401   841,908 

Other receivables

   (132,865   122,691   (10,174

Trade payables

   (2,205,683   687,395   (1,518,288

Taxes payable

   221,371   22,606   (23,751  220,226 

Other payables

   708,267    26,084   734,351 

Other assets and liabilities, net

   49,633     49,633 
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash from operations

   9,443,865    (247,614  9,196,251 
  

 

 

  

 

 

  

 

 

  

 

 

 

Interest paid

   (1,086,166    (1,086,166

Income tax and social contribution paid

   (232,302    (232,302
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated by operating activities

   8,125,397    (247,614  7,877,783 
  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions to property, plant and equipment

   (4,057,123   (46,759  (4,103,882

Others investments

   (16,383    (16,383
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (4,073,506   (46,759  (4,120,265
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

   (97,491    (97,491
  

 

 

  

 

 

  

 

 

  

 

 

 

Exchange variation on cash of foreign subsidiaries

   (508,036    (508,036
  

 

 

  

 

 

  

 

 

  

 

 

 

Increase in cash and cash equivalents

   3,446,364    (294,373  3,151,991 
  

 

 

  

 

 

  

 

 

  

 

 

 

Represented by

     

Cash and cash equivalents at the beginning for the year

   3,993,359    (102,088  3,891,271 

Cash and cash equivalents at the end for the year

   7,439,723    (396,461  7,043,262 
  

 

 

  

 

 

  

 

 

  

 

 

 

Increase in cash and cash equivalents

   3,446,364    (294,373  3,151,991 
  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Statement of cash flow for 2014

   2014 
   Published  Adjustment  Restated 
      Tax provisions  Other    

Profit before income tax and social contribution and for the result with discontinued operations

   1,178,565   (50,667  (62,680  1,065,218 

Adjustments for reconciliation of profit

     

Depreciation, amortization and depletion

   2,056,362    3,088   2,059,450 

Results from equity investments

   (3,929    (3,929

Interest and monetary and exchange variations, net

   1,560,734    5,425   1,566,159 

Gain from divestment in subsidiary

   (277,338    (277,338

Other

   9,805     9,805 
  

 

 

  

 

 

  

 

 

  

 

 

 
   4,524,199   (50,667  (54,167  4,419,365 
  

 

 

  

 

 

  

 

 

  

 

 

 

Changes in operating working capital

     

Held-for-trading financial investments

   (19,057   (49,613  (68,670

Trade accounts receivable

   144,087    265,283   409,370 

Inventories

   (270,351   (229,089  (499,440

Taxes recoverable

   486,082    (1,834  484,248 

Other receivables

   27,832    7,264   35,096 

Trade payables

   (419,476   (1,317  (420,793

Taxes payable

   (539,262  50,667   12,533   (476,062

Other payables

   677,071    72,085   749,156 

Other assets and liabilities, net

   (259,684    (259,684
  

 

 

  

 

 

  

 

 

  

 

 

 

Cash from operations

   4,351,441    21,145   4,372,586 
  

 

 

  

 

 

  

 

 

  

 

 

 

Interest paid

   (421,431    (421,431

Income tax and social contribution paid

   (138,144    (138,144
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated by operating activities

   3,791,866    21,145   3,813,011 
  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions to property, plant and equipment

   (5,301,778   (77,025  (5,378,803

Others investments

   324,702     324,702 

Net cash used in investing activities

   (4,977,076   (77,025  (5,054,101
  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash provided by financing activities

   894,400     894,400 
  

 

 

  

 

 

  

 

 

  

 

 

 

Exchange variation on cash of foreign subsidiaries

   (51,690    (51,690
  

 

 

  

 

 

  

 

 

  

 

 

 

Decrease in cash and cash equivalents

   (342,500   (55,880  (398,380
  

 

 

  

 

 

  

 

 

  

 

 

 

Represented by

     

Cash and cash equivalents at the beginning for the year

   4,335,859    (46,208  4,289,651 

Cash and cash equivalents at the end for the year

   3,993,359    (102,088  3,891,271 
  

 

 

  

 

 

  

 

 

  

 

 

 

Decrease in cash and cash equivalents

   (342,500   (55,880  (398,380
  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

2.5Statement of cash flows - 2016

In the statement of cash flows for the year 2016, the final balance of cash and cash equivalents includes the corresponding amounts of the subsidiaries Quantiq and IQAG. On the other hand, in the consolidated balance sheet, all the assets of these subsidiaries, including cash balances and cash equivalents, are included in the item“non-current assets held for sale” (Note 5 (a)). The reconciliation between the statement of cash flows and the balance sheet is as follows:

2016

Cash and cash equivalents at the end for the year

Balance as presented in the cash flow

6,778,010

Cash and cash equivalents included in“non-current assets held fo sale”

(76,146

Cash and cash equivalents in “current assets”

6,701,864

3Application of critical estimates and judgments

Critical estimates and judgments are those that require the most difficult, subjective or complex judgments by management, usually as a result of the need to make estimates that affect issues thatthe application of the Company’ accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results can differ from these estimates due to differences in the variables, assumptions or conditions used in making estimates.

Judgments and estimates are inherently uncertain. Estimates and judgments are continually reassessedreviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to bedeemed reasonable under the circumstances. Actual results can differ from planned results dueRevision to differencesestimates is recognized prospectively.

Critical judgments and estimates applied by the Company in the variables, assumptions or conditions used in making estimates.

The Company makes a seriespreparation of other estimates thatthese financial statements are presented in the respective notes, suchfollowing notes:

3.1Judgments

Information about judgments made on applying accounting policies that have significant effects on amounts recognized in the financial statements are included in the following notes:

- Note 19.2: Application of hedge accounting: judgment to define forecast percentage of recurring revenues for which there is a high probability of occurring;

- Note 14(c): lease term: whether the Company will exercise renewal options; and

- Note 15: reverse factoring operations: presentation of amounts related to supply chain financing arrangements in the statements of financial position and in the statement of cash flows.

3.2Assumptions and estimates uncertainties

Information on assumptions and uncertainties of estimates at the reporting date that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next fiscal year is included in the following notes:

- Note 12(b) and 13: Impairment test of property, plant and equipment, intangibles and goodwill: Determination of the discount rate and the recoverable amount of property, plant and equipment, intangibles and goodwill;

- Note 19.3: Fair value of financial instruments: Determination of the fair value of financial instruments;

- Note 21.2: Recognition of deferred tax assets: Expectation of future taxable income against which deductible temporary differences and tax losses carryforward can be utilized;

- Note 22(a): Recognition and measurement of provisions for recovery of environmental damages: identifying potential environmental impacts, evaluating technical solutions and time of the remediation involve judgment as allowanceto the probability and magnitude of the outflow of resources;

- Note 23: Recognition and measurement of provisions for doubtful accounts, fair-value adjustmenttax, labor and civil lawsuits: judgement on interpretation of inventoriesthe matter under discussion and estimate as to the probability and magnitude of the outflow of resources; and

- Note 24: Recognition and measurement of provision for repairing environmental damage.costs arising from the geological event in Alagoas: Uncertainties regarding the outcome of actions to close and monitor wells, future studies by experts, changes related to the dynamics of the geological event and individual lawsuits, which could affect the probability and magnitude of the outflow of resources.

F-15  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

4 Risk management

The Company is exposed to market risks arising from variations in commodity prices, foreign exchange rates and interest rates, credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable, and liquidity risks to meet its obligations from financial liabilities.

The Company adopts procedures for managing market and credit risks that are in conformity with its Financial Policy, which is reviewed by the Board of Directors quarterly. The purpose of risk management is to protect the Company’s cash flows and reduce the threats to the financing of its operating working capital and investment programs.

4.1 Market risks

The Company prepares a sensitivity analysis for foreign exchange rate and interest rate risks to which it is exposed, presented in Note 19.8.

Management of the interest rate benchmark reform and associated risks

Overview

The replacement of interbank offered rates (“IBORs”) for alternative, nearly risk-free interest rates (RFRs, or “Risk-Free Rates”) was concluded, with IBORs being discontinued in June 2023.

The Company used IBORs as reference rates on several of its financial instruments, and due to this discontinuation, the Company took measures to replace such reference rates. While the transition forced modifications on contracts that used IBORs as reference rates, the Company had no significant impact on its risk management after its completion.

Derivatives

The derivative instruments traded on over-the-counter market are governed by contracts based on the International Swaps and Derivatives Association (“ISDA”) and agreed with counterparties in the international banking market.

As part of the IBOR reform, the ISDA published a protocol that changed all agreements to include RFRs as replacement rates (fallback) for use upon discontinuation of the various IBORs. The protocol came into force as of January 25, 2021. The Company already have carried out its adoption.

Liabilities

As of December 31, 2023, the Company had already conducted the transition of its bank loans with interest rates linked to LIBOR in US$ (see notes 16 and 17). The benchmark interest rate of these loans was changed to guaranteed forward rates at the Security Overnight Financing Rate (SOFR).

F-16  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(a)Exposure to commodity price risks

The main purposes of the commodity price risk management are:

• Identifying potential origins of this risk;

• Defining mitigation controls;

• Establishing limits and powers to execute commodity derivative operations; and

• Defining the controls of transactions.

The commodity price risk arises from the dependence of the Company costs and revenues on commodity prices in the global market. In general, there is a strong correlation between prices of raw materials acquired for production and of the products sold in the petrochemical industry, forming a natural hedge. Mismatches inherent to the business may lead to occasional net risk exposures, which will be assessed and treated, such as: (i) when time lags between the pricing of the Company's raw materials and finished products creates a mismatch between prices, increasing the volatility of the petrochemical margin; (ii) one-off sales contracts at fixed prices without hedging the price of raw materials; and (iii) when different petrochemical price references have different levels of volatility and correlations between them.

The Company actively manages pricing periods and indexers, considering the following exposure allocation conditions: (i) always observing the market conditions associated with the profile of indexes and the Company's operating dynamics; (ii) in case of transactions for exchange of international references, indexes associated with the petrochemical market are considered; and (iii) not increasing the risk associated with its margin by fixating only the price of Braskem’s own operating chain (raw materials or finished products).

In order to provide an understandingmanage the Risk associated with commodity price, the Company may either (i) adopt negotiation measures with suppliers or clients or (ii) contracts derivative transactions, which should always respect the volumes associated with the identified exposures, not generating financial leverage.

(b)Exposure to foreign exchange risk

Considering the dynamics of the wayinternational petrochemical market, where prices are mostly pegged to international US$ denominated references, the Company’s sales in Brazil and Mexico are strongly correlated to the US$.

To mitigate the long-term exchange risk, since September 2016, the Company formsstarted to contract financial derivatives to compose a Long-Term Foreign Exchange Hedge Program, by US$ call and put option contracts, hedging expected cash flows over an 18-month horizon, as detailed in Note 19.5.

In addition to this program, to maintain the balance between the US$ denominated assets and liabilities exposure, as established in its judgmentsFinancial Policy, the Company will maintain at least 70% of the net debt exposed to the US$. If economic benefits are expected, the Company may maintain a percentage of more than 70%, although subject to a sensitivity analysis of key financial indicators and proof of the inexistence of significant risk of deterioration of these indicators.

(c)Exposure to interest rate risk

The Company is exposed to the risk that a variation in floating interest rates causes an increase in its financial expenses due to payments of future interest. Debt denominated in foreign currency subject to floating rates is mainly subject to fluctuations in SOFR. Debt denominated in R$ is mainly subject to the variation in the Interbank Certificate of Deposit (“CDI”) rate.

F-17  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

4.2 Exposure to credit risk

The transactions that subject the Company to the concentration of credit risks are mainly in bank checking accounts, financial investments, and trade accounts receivable in which the Company is exposed to the risk of the financial institution or customer involved. In order to manage this risk, the Company maintains bank current accounts and financial investments with major financial institutions, weighting concentrations in accordance with the credit rating and the daily prices observed in the Credit Default Swap ("CDS") market for the institutions, as well as netting contracts that minimize the total credit risk arising from the many financial transactions entered into by the parties.

As of December 31, 2023, 27% of the amounts recorded as “Cash and cash equivalents” (Note 5) and “Financial Investments” (Note 6) were allocated to financial institutions that had offset agreements with the Company. The obligations under these agreements are accounted for under “Borrowings” (Note 16). The effective netting of these amounts is possible only in the event of default by one of the parties.

With respect to the credit risk of customers, the Company protects itself by performing analysis before granting credit and obtaining guarantees when considered necessary, including credit insurance.

The maximum exposure to credit risk of non-derivative financial instruments on the reporting date is the sum of their carrying amounts less any impairment losses.

4.3 Liquidity risk

The Company has a calculation methodology to determine a minimum cash “monthly vision” (30-day horizon) and a minimum cash “yearly vision” (up to 12-month horizon) for the purpose of, respectively: (i) monitoring the liquidity needed to comply with obligations of the following month; and (ii) monitoring the Company´s liquidity during potential crisis.

The amounts to determine the minimum cash “yearly vision” are calculated based on the projected operating cash generation, less short-term debts and working capital needs. The amounts used for determining the minimum cash “monthly vision” consider the projected operating cash disbursement, debt service and investments in projects, as well as the planned disbursement for derivatives maturing in the period, among other items. According to its Financial Policy, the Company uses as a minimum cash the greater of these two references.

In December 2021, the Company, in keeping with its commitment to maintain its financial liquidity, renewed an international revolving credit facility in the amount of R$ 5.2 billion (US$1 billion), which expires in 2026. This credit line may be used without restrictions to improve the Company’s credit liquidity or in the event of deterioration in the macroeconomic scenario. As of December 31, 2023, this new credit line had not been used.

Braskem's financial liabilities by maturity, including the amounts due under the Leniency Agreement (Note 22), are shown in the table below. These amounts are calculated based on cash flows not discounted that consider future events,financial charges and may not be reconciled with the variablesamounts disclosed in the statement of financial position.

F-18  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of financial liabilities by maturity           
   Until Between one Between two More than  
   one year and two years and five years five years Total
            
Trade payables  13,522          13,522
Borrowings and debentures   2,138  3,000 11,197 64,359 80,694
Braskem Idesa borrowings  950 71 979 15,403 17,402
Derivatives  60 27 105 29  222
Loan from non-controlling shareholder of Braskem Idesa            3,288 3,288
Leniency agreement   847 206       1,053
Lease   1,347 932  1,817  1,282 5,377
At December 31, 2023  18,864  4,236 14,098 84,361 121,558
            
Interest discounted to present value   (1,000)  (2,773)  (1,956) (41,484) (47,213)
Carrying amount  17,864 1,463 12,141 42,877 74,345

4.4 Capital management

The Company’s policy is to maintain capital management to ensure the continuity and assumptionsdevelopment of its business and to maintain the trust of investors, creditors and the general market. The capital structure, according to the Management view, considers the balance between own capital and net debt. This composition meets the Company’s policy of providing a consistent return to shareholders and other stakeholders. This structure also allows borrowing costs to maximize shareholder remuneration. The company’s capital structure was in 2023 and 2022 as follows (Ex- Braskem Idesa):

Schedule of capital structure       
Capital structure2023 2022
        
Equity attributable to the Company's shareholders3,992 5.9% 7,322 11.3%
Third-party capital64,038 94.1% 57,445 88.7%
        
Total68,030 100% 64,767 100%

Due to the impact of US$ on the Company’s operations, Management believes that the own capital used for capital management purposes should be measured in critical estimatesUS$. Moreover, the Company may temporarily maintain another capital structure, for example, during periods of growth, when the Company may finance a large portion of its projects through borrowings, provided that this option maximizes return for shareholders once the financed projects start operating. In order to adjust and maintain the capital structure, Management may also consider the sale of non-strategic assets, the issue of new shares or even adjustments to dividend payments.

As is the case of liquidity, capital is managed at the consolidated level, except for the liquidity and capital of the subsidiary Braskem Idesa and other subsidiaries with non-controlling interest, whose specific management is concentrated at the subsidiaries level.

F-19  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

5 Cash and cash equivalents

Schedule of cash and cash equivalents     
    2023 2022
       
Cash     
 Domestic market  1,555 517
 Foreign market (i)3,784 5,557
Cash equivalents     
 Domestic market  7,186 3,685
 Foreign market (i)1,662 2,707
Total  14,187 12,466

(i)On December 31, 2023, includes the amount of R$ 1,284 of cash and R$ 278 of cash equivalents (2022: R$ 932 of cash and R$ 1,252 of cash equivalents) of Braskem Idesa and its subsidiaries, which cannot be used by the other subsidiaries of the Company.

Cash equivalents are represented mainly by fixed-income instruments and time deposits, such as bank deposit certificates (“CDBs”), treasury bonds, financial bills, debentures, and shares of fixed income investment funds. These assets may be directly held by the Company or through its exclusive funds, FIM Júpiter and FIM Netuno. Average yield of cash equivalents is presented jointly with financial investments (see note 6).

The cash equivalents in foreign market consist of Time Deposit and interest bearing accounts held outside of Brazil.

6 Financial investments

Schedule of financial investment    
    2023 2022
Fair value through profit or loss    
 LFT´s and LF´s(i)4,680 1,789
 Restricted funds investments(ii)164 305
 Other 130 218
Total  4,974 2,312
       
Current assets  4,956 2,295
Non-current assets (iii)18 17
Total  4,974 2,312

(i)These refer to Brazilian floating-rate government bonds (“LFTs”) issued by the Brazilian federal government and floating-rate bonds (“LFs”) issued by financial institutions, whose purpose is the immediate negotiation or future sale.
(ii)Includes the following amounts: R$ 115 (2022: R$ 175) in restricted funds used in the Program for Relocation of Residents in Alagoas (Note 24.1(i)); and R$ 49 (2022: R$ 130) that its use depends on complying with the contractual obligations of the debentures and borrowings. See Note 15(e).
(iii)On the statement of financial position, the balance of non-current assets is presented under Other receivables.

In 2023, financial investments and cash equivalents (Note 5) in Brazilian Real had an average yield of 101.37% of the Brazil interbank deposit certificate (“CDI”) p.a. (2022: 102.59%) and financial investments and cash equivalents in foreign currency (Note 5) had an average yield of 5.30% p.a. (2022: 1.18%).

F-20  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

7 Trade accounts receivable

The Company’s average receivables term is generally 30 days, therefore, the carrying value of the trade accounts receivable approximates their fair value.

The Company realizes part of its trade accounts receivable through the sale of trade accounts receivable to funds and financial institutions that acquire receivables. These operations are not entitled to recourse and the risks and benefits over the receivables are transferred and the trade accounts receivable are derecognized.

As of December 31, 2023, the amounts of trade accounts receivable transferred and derecognized maturing after December 31, 2023 was R$ 4.1 billion (2022: R$ 3.5 billion).

Loss recognized at the date of transfer of the abovementioned receivables was R$ 56 (2022: R$ 73), recorded under financial expenses.

Schedule of trade accounts receivable      
   Note 2023 2022
Customers      
Domestic market      
 Third parties    1,273  1,533
 Related parties 9 14 14
      1,287  1,547
Foreign market      
 Third parties    1,808  1,797
      1,808  1,797
Expected credit losses (i) (185) (112)
Total    2,910  3,232
        
Current assets    2,910  3,232
Non-current assets (i)      
Total    2,910  3,232

(i)The Company recognizes provision for credit losses (“ECL”) for trade accounts receivable based on the criteria and assumptions presented below, by applying a matrix of ECL measurement, using information that reflect current and future conditions, to the extent such data are available.

CriterionAssumptions
Receivables overdue for up to 180 days and coming due, weighing each client’s operation riskPercentages defined for receivables are based on the historical average delay in the last two years for the similar maturity periods and risk rating.
Receivables under renegotiation processThe provisioning percentage for renegotiations considers a performance study of past renegotiations, adjusted to each specific case.
Receivables overdue for more than 180 days, receivables in collection by the courts and receivables from clients classified as very high riskFor these receivables, the Company understands there was significant deterioration of credit risk, and the loss is estimated at the total value of the receivables, except for receivables that are in the process of being paid.

In credit risk management, guarantees are pledged by the counterparties, which mainly consist of sureties and letter of credit granted by prime banks (Only banks with the minimum risk classification equal to BBB- by Fitch Rating or Baa3 by Moody’s Investor or BBB- by Standard & Poor’s), credit insurance and mortgage assets. The guarantees obtained by the Company did not change significantly as of December 31, 2023, and 2022. The guarantees received are considered in measuring both the credit risk of each counterparty and the ECL.

F-21  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

For details on Company’s policy and credit risk management see note 19.7(a).

The table below shows ECL by maturity:

Schedule of trade accounts receivable by maturity            
      2023     2022
  Trade accounts receivable Expected credit losses Total Trade accounts receivable Expected credit losses Total
             
Accounts receivables not past due  2,355 (128)  2,227  2,688  (35)  2,653
Past due securities:            
Up to 90 days 609  (4) 605 536  (7) 530
Between 91 to 180 days  85  (7)  78  25  (3)  22
Above 180 days  46  (46)    95  (67)  28
             
Total  3,095 (185)  2,910  3,344 (112)  3,232

The changes in the expected credit loss are presented below:

Schedule of changes in allowance for doubtful accounts       
     2023 2022 2021
          
Balance at the beginning of the year  (112) (132) (173)
Additions   (195)  (87) (145)
Reversals   112  71 150
Write-off of receivables   14  36  37
Additions by business combination   (4)    
Balance at the end of the year  (185) (112) (132)

Write-off

The gross carrying amount of a financial asset is written-off when the Company has no reasonable expectations of recovering a financial asset in its entirety or a portion thereof.

F-22  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

8 Inventories

Schedule of inventory      
     2023 2022
        
Finished goods   7,164 8,558
Semi-finished goods    505  663
Raw materials, production inputs and packaging  2,480 2,748
Maintenance materials    934  870
Advances to suppliers    157  124
Imports in transit   1,292 1,067
Total    12,532 14,030

Inventories are measured at the lower of cost and net realizable value. The cost of inventories is recorded at the weighted average cost. In the case of manufactured inventories, besides raw materials and other consumables, cost includes an appropriate share of production overheads based on normal operating capacity.

In addition, net realizable value was reduced by R$ 192 (2022 : increased by R$ 430). This impact was recognized as an income during 2023.

 

3.19Deferred income tax (“IR”) and social contribution (“CSL”)Related parties

The recognitionRelated-party transactions are carried out at previously agreed prices and conditions, in accordance with the amountCompany's policy on related-party transactions. Related party transactions mainly refer to, but are not limited to:

Receivables: (i) receivables for sale of deferred taxes assets dependchemicals, petrochemicals, energy, resins and other products/services and (ii) dividends and interest on the generationequity receivable.

Payables: (i) acquisition of future taxable income, which requires the useraw materials, finished products, consumer goods, services of an estimatetransportation, storage, maintenance of equipment and other services; (ii) loans payable; (iii) leases; (iv) and dividends payable.

Amounts in profit or loss: (i) sale of chemicals, petrochemicals, lease services and other products/services; (ii) acquisition of raw materials, finished products and services; (iii) charges related to the Company’s future performance. These estimates are includedloans and exchange variation

The following tables summarizes transactions with related parties:

F-23  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of related party transactions               
  Balances at December 31, 2023 Balances at December 31, 2022
Statement of financial positionNovonor and subsidiaries and associates Petrobras and subsidiaries Other (i) Total Novonor and subsidiaries and associates Petrobras and subsidiaries Other (i) Total
Assets               
Current               
 Trade accounts receivable  8 6  14    12 2 14
 Inventories(advance to suppliers)   56    56    61   61
 Dividends and interest on capital    3 3     4 4
 Other receivables - Related parties         11     11
                  
Non-current                
 Other receivables - Related parties   26  30  56   6   6
Total assets   90  39  129  11  79 6 96
                 
Liabilities               
Current               
 Trade payables 33 1,057  13 1,103  126  138  14 278
 Other payables   255    255    233   233
                  
Non-current               
 Trade payables        3     3
 Loan from non-controlling shareholders of Braskem Idesa    2,490 2,490     2,498  2,498
Total liabilities 33 1,312 2,503 3,848  129  371 2,512  3,012

  Year ended December 31, 2023 Year ended December 31, 2022 Year ended December 31, 2021
  Novonor and subsidiaries and associates Petrobras and subsidiaries Other (i) Total Novonor and subsidiaries and associates Petrobras and subsidiaries Other (i) Total Novonor and subsidiaries and associates Petrobras and subsidiaries Other (i) Total
Transactions                       
 Sale of products   123  337 460    182  438 620    172  541 713
 Purchases of raw materials, finished goods services and utilities (254) (16,185)  (155) (16,595)  (334) (22,900)  (25) (23,259)  (306) (19,833) (7) (20,146)
 Financial income      434  434      190 190         
 Financial expenses     (141)  (141) (1)  (34)  (149) (184) (0)  (12)  (246) (258)
 General and administrative expenses     (64)  (64)      (45) (45)      (67) (67)
 Other income (expenses) (11)  27 1  17    51   51    (217)   (217)

F-24  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(a)New and/or renewed agreements with related companies

As provided for in the business plan, which is annually prepared by the Executive Board and submitted toBraskem’s bylaws, the Board of Directors has the exclusive power to approve any contract with related parties that exceed R$ 20 per transaction or R$ 60 collectively per year. This is valid for approval. This plan usescontracts between Braskem and its subsidiaries and: (i) direct or indirect subsidiaries of Braskem in whose capital an interest is held by the controlling shareholder, by any direct or indirect subsidiaries thereof or by Key Management Personnel of such entities; (ii) associates of Braskem and subsidiaries of such entities; and (iii) joint ventures in which Braskem participates and any subsidiaries thereof.

The related parties that have significant relationship with the Company are as main variablesfollows:

Novonor and its direct and indirect subsidiaries:

- Tenenge Montagem e Manutenção Ltda. (“Tenenge”)

In February 2022, the priceCompany entered into an electromechanical assembly service agreement to expand the production capacity of the Ethylene-Ethanol Unit located in Trunfio, Rio Grande do Sul with Tenenge, with duration from February 9, 2022 to July 31, 2023. The amount of the agreement was R$ 205.

Petrobras and its indirect joint ventures:

- Petrobras Transporte S.A. (“Transpetro”)

In January 2021, the Company entered into an agreement with Transpetro involving the provision of services to Braskem, namely tanker vessel unloading in the Madre de Deus Waterway Terminal (“TEMADRE”), tank storage, product transportation via the pipeline “ORMADRE” that connects TEMADRE to REFMAT, and the transportation of naphtha via pipeline from TEMADRE to the facilities of the carrier located in the municipality of Camaçari/BA. The duration of the agreement is from February 1, 2021 to December 31, 2025, and the total estimated amount of the agreement is R$ 203.

- Petrocoque S.A. Indústria e Comércio (“Petrocoque”)

In March 2021, the Company executed an amendment to extend the agreement with Petrocoque, for purchase of steam to be used as energy by Polyethylene plants. This amendment, summed to total amount of the original agreement, executed in September 2009, amounts to R$ 433 and is valid until March 2024.

- Refinaria Alberto Pasqualini (“REFAP”)

In October 2021, the Company entered into a purchase agreement with Petrobras for 108 kton/year of polymer-grade propylene from REFAP, with delivery to Braskem’s polypropylene industrial units, PP1 and PP2, in Triunfo, Rio Grande do Sul. This agreement was in force until October 31, 2022. The amount of the agreement was R$ 460.

- Refinaria Capuava (“RECAP”)

In December 2021, the Company entered into a purchase agreement with Petrobras for 140 kton/year of polymer-grade propylene from RECAP, with delivery to Braskem’s PP4 industrial unit (“PP4”) in Mauá, São Paulo. This agreement is in force from January 1, 2022 to May 17, 2026. The maximum amount of the agreement is estimated at R$ 3.3 billion for the purchase of propylene.

- Refinaria Duque de Caxias (“REDUC”)

In December 2021, the Company entered into a purchase agreement with Petrobras for 100 kton/year of polymer-grade propylene from REDUC, with delivery to Braskem’s PP5 industrial unit (“PP5”) in Rio de Janeiro. This agreement is in force from January 1, 2022 to May 17, 2026. The maximum amount of the agreement is estimated at R$ 2.4 billion for the purchase of propylene.

F-25  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

- Refinaria Henrique Lage (“REVAP”)

In December 2021, the Company entered into a purchase agreement with Petrobras for 120 kton/year and 40 kton/year of polymer-grade propylene from REVAP, with delivery to Braskem’s PP3 and PP4 industrial units, respectively. This agreement is in force from January 1, 2022 to May 3, 2028 for the first 120 kton/year and from May 4, 2028 to June 30, 2029 for the remaining 40 kton/year. The maximum amount of the agreement is estimated at R$ 4.7 billion.

- Refinaria Planalto de Paulínia (“REPLAN”)

In December 2021, the Company entered into a purchase agreement with Petrobras for 220 kton/year of polymer-grade propylene from REPLAN, with delivery to Braskem’s PP3 industrial unit (“PP3”) in Paulínia, São Paulo. This agreement is in force from January 1, 2022 to May 3, 2028. The maximum amount of the agreement is estimated at R$ 8.1 billion for the purchase of propylene.

- Refinaria Presidente Getúlio Vargas (“REPAR”)

In December 2021, the Company entered into a purchase agreement with Petrobras for 150 kton/year of polymer-grade propylene from REPAR, with delivery to Braskem’s PP3 and PP4 industrial units. This agreement is in force from January 1, 2022 to December 6, 2029. The maximum amount of the agreement is estimated at R$ 6.8 billion.

- Companhia de Gás da Bahia (“Bahiagás”)

In December 2021, the Company entered into an amendment to the agreement governing the supply of natural gas by Bahiagás to Braskem, via local gas pipeline. This amendment was in force until December 2022. The amount of the amendment was R$ 924.

- Companhia de Gás do Estado do Rio Grande do Sul (“Sulgás”)

In March 2022, the Company entered into an amendment to the agreement with Sulgás to acquire natural gas, via a local gas distribution pipeline. This amendment was in force until June 2023. The amount of the amendment was R$ 246.

- Gás de Alagoas S.A. (“Algás”)

In March 2022, the Company entered into an amendment to the agreement with Algás for the supply of natural gas to Braskem units located in the state of Alagoas, via a local gas distribution pipeline, in force until December 2024. The estimated value of the amendment is R$ 1.5 billion.

Since July 2022, Petrobras has no equity interest in Bahiagás, Sulgás and Algás and they ceased to be a related party to Braskem.

Non-controlling shareholders of Braskem Idesa:

- Grupo Idesa, S.A. de C.V.

- Etileno XXI, S.A. de C.V.

Loan payable to the non-controlling shareholders of Braskem Idesa, with maturity in December 2029 and contractual interest rate of 7% p.a.

F-26  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b)Key management personnel compensation

The expenses related to the remuneration of key management personnel, including the Board of Directors, the Chief Executive Officer and vice-presidents, recorded in the profit or loss for the year, were as follows:

Schedule of key management personnel compensation      
Statement of profit or loss transactions 2023 2022 2021
Remuneration      
Short-term benefits 63 83 120
Post-employment benefit 1 2 2
Long term incentive plan 10 17 14
Total 74 102 136

Compensation of the Company’s key management personnel includes salaries, short and long-term incentives, non-cash benefits and contributions to a post-employment defined benefit plan (see Note 25).

10  Taxes recoverable

Schedule of taxes recoverable     
     2023 2022
        
Parent Company and subsidiaries in Brazil     
 Value-added tax on sales and services (ICMS)    604  410
 ICMS - credits from PP&E   391  303
 Social integration program (PIS) and social contribution on revenue (Cofins) (i) 353  560
 PIS and Cofins - credits from PP&E   461  546
 Other    81  243
        
Foreign subsidiaries     
 Value-added tax ("IVA")   832  580
 Other    109  132
 Total   2,831 2,774
        
Current assets   1,461 1,156
Non-current assets  1,370 1,618
Total   2,831 2,774

(i)In August 2023, through Decree 11,668/2023, the Federal Government regulated the necessary conditions for the use of the Special Regime for the Chemical Industry (REIQ), applicable since January 1, 2023, as established in Federal Law 14,374/2022. For the year ended December 31, 2023, the Company, fully achieved all the conditions of said decree recognizing in net revenue the gain of R$ 297 of such tax credit.

F-27  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

11 Investments

See the accounting policy in Note 2.3 Basis of Consolidation.

(a) Information on investments

Schedule of Information on investments             
       Net profit (loss) for the year Equity
     Note 2023 2022 2021 2023 2022
                
Jointly-controlled investment             
 Refinaria de Petróleo Riograndense S.A.  (i)  21  76   127 110
 Bioglycols LLC  (ii)  (16)  (4)    81  81
Associate             
 Borealis Brasil S.A.  (iii)  70  54  45 288 252
(i)RPR's main activities are the refining, processing and sale and import of oil, its byproducts and correlated products. The percentage of Braskem's equity interest in the capital of RPR on December 31, 2023 is 33.20% (2022: 33.20%).
(ii)Bioglycols was incorporated in March 2022. Its main activities are the production and marketing of monoethylene glycol (MEG) and monopropylene glycol (MPG).
(iii)Borealis’ main activities are the production and commercialization of petrochemical byproducts and correlated products. The percentage of Braskem’s ownership interest in the capital of Borealis on December 31, 2023 is 20% (2022: 20%).

(b) Changes in investments

Schedule of changes in investments             
     Borealis RPR Bioglycols LLC Other Total
              
Balance at 2021     41  17 -   1  59
              
Dividends and interest on equity     (5)  (4)      (9)
Results from equity-acoounted investees     11  25  (1)    35
Other comprehensive income       (1)      (1)
Capital increase         42  23  65
              
Balance at 2022     47  37  41  24 149
              
Dividends and interest on equity     (7)  (2)      (9)
Results from equity-acoounted investees     17  7  (1)  (16)  7
Other comprehensive income       1  1  3  5
Other           13  13
              
Balance at 2023     57  43  41  24 165

F-28  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(c) Impact on the consolidation of Braskem Idesa

The Company presents the summarized financial information of the subsidiary Braskem Idesa and its subsidiaries, which has a significant non-controlling interest:

Schedule of impact on the consolidation of brasken idesa      
    Braskem Idesa (i)
Statements of financial position   2023 2022
Current assets   3,525 3,685
Non-current assets    16,477 16,108
Total assets    20,002 19,793
       
Current liabilities   2,138 2,427
Non-current liabilities    22,276 22,070
Total liabilities    24,414 24,497
       
Shareholders' equity   (4,412)  (4,704)
       
Total liabilities and shareholders' equity    20,002 19,793
       

       
  Braskem Idesa (i)
Statement of profit or loss 2023 2022 2021
Net revenue  4,455 5,953 6,333
Loss for the year  (1,361) (1,527) (231)
       
Statement of cash flows      
Net cash (used in) generated from operating activities  (863) 1,349 1,961
Net cash used in investing activities  (791)  (695) (172)
Net cash generated from (used in) financing activities 927  (220)  (1,004)
Exchange variation on cash of foreign subsidiaries 105 (23) 84
(Decrease) increase in cash and cash equivalents  (622)  411  869

(i)Braskem Idesa with its subsidiaries Braskem Idesa Servicios and Terminal Química.

F-29  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

12 Property, plant and equipment

Items of property, plant and equipment are measured at the historical cost of acquisition or construction, which includes capitalized borrowing costs, less accumulated depreciation and any accumulated impairment losses.

The machinery, equipment and facilities require inspections, replacement of components and maintenance at regular intervals. The Company makes shutdowns at regular intervals that vary from two to six years to perform these activities. These shutdowns can involve the plant as a whole, a part of it, or only relevant pieces of equipment, such as industrial boilers, turbines and tanks. Expenses with each scheduled shutdown are included in property, plant and equipment items that were the stoppage’s subject matter and are fully depreciated until the beginning of the following related stoppage.

Depreciation starts when the assets become available and is calculated using the straight-line method, based on the useful life estimated by the Company’s technicians in the management of the plants. The useful lives of assets are reviewed at each reporting date.

The main factors taken into consideration in the definition of the useful life of the assets that compose the Company’s industrial plants are the information of manufacturers of machinery and equipment, level of the plants’ operations, quality of preventive and corrective maintenance and the prospects of technological obsolescence of assets.

The estimated useful lives applied to the assets determined the following average percentage of rates per year:

Schedule of estimated useful lives     
   2023 2022
Buildings and improvements  3.09 3.03
Machinery, equipment and installations  7.87 7.32
Furniture and fixtures   10.08  10.06
IT equipment   21.62  21.03
Lab equipment  9.51 9.59
Security equipment  9.80  10.50
Vehicles   18.81  19.51
Other   16.36  18.09

Borrowing costs are capitalized when associated with ongoing projects, using: (i) the average rate of the financings; and (ii) the exchange variation portion that corresponds to any positive difference between the average rate of financing in the domestic market and the rate cited in item (i).

In 2023, capitalized borrowing costs amounted to R$ 298 (2022: R$ 203). The average rate of these charges in the year was 8.07% p.a. (2022: 8.51% p.a.).

As of December 31, 2023, the acquisition of property, plant and equipment with payment installments is R$ 280 (2022: R$ 525).

F-30  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(a) Reconciliation of carrying amount

Schedule of reconciliation of carrying amount             
    
    Land   Buildings and Improvements   Machinery, Equipment and Facilities   Projects and Stoppage in Progress (i)   Other   Total 
              
Balance as of December 31, 2021  688  5,181  26,292  4,449 613  37,223
Acquisitions    2  297 4,644 8 4,951
Additions through acquisition of ER Plastics    21 56     77
Capitalized financial charges         203    203
Foreign currency translation adjustment  (20) (122) (656) (39) (8) (845)
Transfers by concluded projects    87 2,688 (2,915)  140  
Disposals      (112) (34) (3) (149)
Depreciation    (203) (3,347)   (147) (3,697)
Net book value  668  4,966  25,218  6,308 603  37,763
Cost   668 8,528 58,708 6,308 2,317 76,529
Accumulated depreciation    (3,562) (33,490)   (1,714) (38,766)
Balance as of December 31, 2022  668  4,966  25,218  6,308 603  37,763
              
Acquisitions    14  312 3,780 8 4,114
Additions through acquisition of Wise    9 34 1 3 47
Capitalized financial charges         298    298
Foreign currency translation adjustment  (7)  255  189 23 (5)  455
Transfers by concluded projects  2  188 3,100 (3,713)  424  
Disposals  (60) (3) (180) (147) (6) (397)
Depreciation    (219) (3,469)   (187) (3,875)
Net book value  603  5,210  25,204  6,550 840  38,405
Cost   603 9,120 61,307 6,550 2,717 80,295
Accumulated depreciation    (3,910) (36,103)   (1,877) (41,890)
Balance as of December 31, 2023  603  5,210  25,204  6,550 840  38,405

(i)As of December 31, 2023, the main amounts recorded under this item corresponded to expenditures with scheduled maintenance shutdowns at plants in the amount of R$ 2,633 (2022: R$ 2,343), capitalized financial charges in the amount of R$ 345 (2022: R$ 365), inventories of spare parts in the amount of R$ 631 (2022: R$ 567), strategic projects ongoing in Brazil in the amount of R$ 395 (2022: R$ 714) and in Braskem America in the amount of R$ 117 (2022: R$ 126). The remainder amount of R$ 2,429 (2022: R$ 2,193) corresponds mainly to projects for maintaining the production capacity of plants.

(b) Impairment loss

At least annually, the Company conducts an analysis to determine if there are indicators that the book value of property, plant and equipment may not be recoverable. This analysis is conducted to assess the existence of scenarios that could adversely affect its cash flow and, consequently, its ability to recover the investment in such assets. These scenarios arise from issues of a macroeconomic, legal, competitive, or technological nature.

The following are considered by the Company as relevant points and are observed in this analysis:

(i) the possibility of an oversupply of products manufactured by the Company priceor of inputs, gross domestic producta significant reduction in demand due to adverse economic factors;

(ii) the prospects of each country where the Company operates, exchange variation, interest rate, inflation rate andmaterial fluctuations in the supplyprices of products and demandinputs;

(iii) the likelihood of inputsthe development of new technologies or raw materials that could materially reduce production costs and finishedconsequently impact sales prices, ultimately leading to the full or partial obsolescence of the industrial facilities of the Company; and

(iv) changes in the general regulatory environment that make the production process of Braskem infeasible or that significantly impact the sale of its products. These variables

The recoverable amount of an asset or Cash-Generating Unit (“CGU”) is the greater of its value in use and its fair value less sales costs. Value in use is based on estimated future cash flows, discounted to present value using a discount rate before tax that reflects the current market assessments of the time value of money and the specific risks related to the asset or CGU.

F-31  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

When identifying whether cash inflows from an asset (or group of assets) are obtainedlargely independent of cash inflows from expert external consultants,other assets (or groups of assets), the Company considers several factors, such as: product lines, individual locations and the way Management monitors and makes decisions about its business.

No events indicated that the carrying amount exceeds its recoverable amount as of December 31, 2023 and 2022.

13 Intangible assets

Schedule of changes in intangible assets           
         Customers   
     Brands   Software  and suppliers   
  Nota   Goodwill   and patents   licenses   agreements   Total 
Net book value  2,059 314  369 136  2,878
Cost  2,059  549  1,124  393  4,125
Accumulated amortization    (235) (755) (257) (1,247)
Balance as of December 31, 2021   2,059 314  369 136  2,878
Acquisitions     1 159  1  161
Additions and goodwill from business combination of ER Plastics  28  21    67  116
Foreign currency translation adjustment    (5) (5)    (10)
Other write-offs       (10)    (10)
Amortization    (11) (80) (22) (113)
Net book value   2,087 320  433 182  3,022
Cost  3,216  566  1,268  461  5,511
Accumulated amortization  (1,129) (246) (835) (279) (2,489)
Balance as of December 31, 2022   2,087 320  433 182  3,022
            
Acquisitions        115     115
Additions from business combination of Wise  75         75
Foreign currency translation adjustment  11  15  4 (22)  8
Amortization    (12) (83) (17) (111)
Net book value   2,173 323  468 143  3,108
Cost  3,302  581  1,386  439  5,708
Accumulated amortization  (1,129) (258) (918) (296) (2,600)
Balance as of December 31, 2023   2,173 323  468 143  3,108

(a)Goodwill

Goodwill is measured as the excess between the consideration transferred and to be transferred to obtain control and the fair value of the identified assets and liabilities assumed from the acquired entity.

Goodwill amounts were allocated to CGUs that benefit from the synergies arising from the business combination. The CGUs were determined by management based on the stewardship and integration of the businesses, representing the smallest group of assets for which independent cash inflows are generated.

The Company’s goodwill balance was allocated to the following CGUs:

Schedule of company goodwill
Cash-generating unitgoodwill
Petrochemical complex Northeast668
Petrochemical complex South 1,391
ER Plastics39
Wise Plásticos75
Total2,173

Goodwill is tested for impairment annually or when events and circumstances indicate its carrying amount may not be recoverable. An impairment loss is recognized when the carrying amount of a CGU exceeds its recoverable value.

F-32  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The Company tests its CGUs for impairment based on the value in use method, which is supported by cash generation projections approved by the senior management, taken from the Company’s five-year Business Plan (see Note 21) and the Management plan for a period longer than five years, to reflect the industry cycle patterns, with a total projection a period of 10 years. The Company determined the perpetuity growth rate based on historical inflation rates. Cash flows as estimated and to perpetuity are adjusted to present value at a discount rate based on the Weighted Average Cost of Capital (WACC).

Below are the results obtained in the impairment test performed by the Company in the current period for all material goodwill balances. No impairment loss was recognized, as the recoverable value is higher than the carrying amount:

 Schedule of goodwill impairment testing    
   
   Carrying   Recoverable 
   amount (i)   amount 
     
Petrochemical complex Northeast  5,373 12,552
Petrochemical complex South 6,526 30,815

(i)Includes the goodwill and other items attributed directly to the CGU.

The key assumptions used by management to project its cash flows were:

Schedule of key assumptions used by management    
Key assumption Petrochemical complex Northeast Petrochemical complex South
Sales volume (average % of annual growth) 1.62% 1.80%
Investment in maintenance (growth %) 6.15% 8.35%
Average FX rate in USD 5.19 5.19
Average inflation rates % 3.34% 3.34%
Perpetuity growth (%) 3.10% 3.10%
Pre-tax WACC discount rate 14.62% 15.47%
Post-tax WACC discount rate 11.77% 11,77% 

The main assumptions above are based on past performance and assessments performed by external consulting firm, revised and complemented based on Management’s experience. The final amounts consider specific internal committee meetings and the expertise of the Company’s specialists in preparing the benchmarking for each market, as well as external market sources.

Based on Management’s assessment, potential and reasonable changes in main assumptions do not cause the carrying amount to exceed the recoverable value of its capacityCGUs.

(b)Intangible assets with definite useful lives

These intangible assets are measured at historical cost of acquisition or at fair value when acquired in a business combination, deducted from accumulated amortization and, if applicable, accumulated impairment loss. Subsequent costs are capitalized only when they increase the future economic benefits incorporated into the specific asset to generate taxable incomewhich they are related.

F-33  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Amortization is calculated using the straight-line method based on the estimated useful life of the items, and reviewed every reporting date, as follows:

Schedule of amortization estimated useful life
- Brands and patents10-20 years
- Software licenses and rights of use01-10 years
- Customers and suppliers’ agreements14-28 years

Expenditure on research activities are recognized in profit or loss as incurred. Development expenditure are capitalized only when the expenditure can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Company intends to and has sufficient resources to complete development and to use or sell the asset.

Based on Management’s assessment, there were no events indicating that the carrying amount exceeds its recoverable amount as of December 31, 2023 and 2022.

14 Right-of-use assets and lease liability

The Company assesses whether a contract is or contains a lease if the contract transfers the right to control the use of an asset identified for a certain period in exchange for consideration. The Company leases railcars, machinery and equipment, vessels, buildings, vehicles and IT equipment. Such leases are negotiated individually and are subject to specific incentivesterms and conditions.

As a lessee, the Company, to determine the enforceable term of the lease, considers all facts and circumstances that create an economic incentive for exercising the option to extend the lease.

(a)Right-of-use assets

Leases are recognized as a right-of-use asset and a corresponding liability on the date on which the leased asset becomes available to the Company.

The right-of-use asset is measured at the cost composed of:

• The amount of the initial measurement of the lease liabilities;

• Any lease payment made up to the start of the lease, deducting any incentive received;

• Any initial direct cost; and

• Dismantling costs.

The right-of-use asset is subsequently depreciated using the straight-line method from the Brazilian governmentcommencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company by the end of the lease term or the cost of the right-of-use asset reflects that the Company will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment.

Changes in right-of-use assets:

F-34  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 Schedule of changes in right-of-use assets            
  Balance as of       Foreign currency Balance as of
  12/31/2021 Acquisitions Amortization Disposal  translation adjustment 31/12/2022
Rail cars  986 73 (173) (5) (54) 827
Machinery and equipment  793  1,147 (330) (6)  (1)  1,603
Vessels  697 811 (386)     (2)  1,120
Buildings and constructions  265 102 (75)       292
Vehicles  29 103 (26)       106
Computer equipment and goods 9    (4)       5
Total 2,779  2,236 (994) (11) (57)  3,953

  Balance as of       Foreign currency Balance as of
  31/12/2022 Acquisitions Amortization Disposal (i)  translation adjustment 31/12/2023
Rail cars  827 237 (173) (32) (38) 821
Machinery and equipment 1,603 553 (564)        1,592
Vessels 1,120 276 (452) (5) (28) 911
Buildings and constructions  292 149 (95)    (40) 306
Vehicles  106 143 (54) (9)    186
Computer equipment and goods 5 3 (4)       4
Total 3,953  1,361 (1,342) (46) (106)  3,820

(i)The amount of disposal in 2023 mainly refers to sublease contracts of rail cars signed in the year, which was R$ 29 (refers note 14(e)).

The Company has elected not recognize right-of-use assets and lease liabilities for the petrochemical sectorfollowing leases or lease payments:

·Short-term leases;

·Leases for which the underlying assets is of low value; and

·Variable lease payments.

To optimize lease costs during the lease term, the Company must provide guaranteed residual amounts for the leased asset. For certain lease agreements for rail cars, the Company guaranteed any difference between the flow of contractual payments and the fair value of these assets upon the end of the enforceable term, limited to R$ 61 as of December 31, 2023 (2022: R$ 66).

(b)Lease liability

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in Brazil.the lease, or if that rate cannot be readily determined, the Company’s incremental borrowing rate. The lease liability considers the net present value of the following lease payments:

Information• Fixed payments discounting any incentive received;

• Variable lease payments that depend on deferred income tax and social contribution is presented in Note 20(c).an index or rate, initially measured using the index or rate as at the commencement date;

Braskem S.A.

Management notes• Expected payables to the financial statementslessor referring to the residual value guarantees;

at December 31, 2016• Exercise price of a purchase option, if it is reasonably certain that lessee will exercise such option; and

All amounts in thousands, except as otherwise stated• Payment of fines for termination of the lease if the contractual terms provide for lessee’s exercise option.

 

F-35  

Braskem S.A.

 

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Some leases contain extension options that can be exercised by the Company. The extension options held are exercised only by the Company and not by the lessors. The Company assesses at lease commencement date whether it is reasonably certain to exercise the options if there is a significant event or significant changes in circumstances within its control.

The Company’s incremental borrowing rate corresponds to the one the Company would have pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use in a similar economic environment. The weighted average incremental rate applied in 2023 was 7.33% p.a. (2022: 5.80%). The lease liability is measured at amortized cost.

Changes in lease liabilities:

Schedule of changes in lease liabilities   
 2023 2022
    
Balance as of January 014,241 3,156
    
Acquired1,283 2,232
Additions through merger of ER Plastics  4
Disposals (70)  (13)
Interests and monetary and exchange variations, net 45  84
Currancy translation adjustments  (78)  (72)
Payments(1,209)  (929)
Interest paid (279)  (221)
Balance as of December 313,933 4,241
    
Current liability 978 1,040
Non-current liability2,955 3,201
Total3,933 4,241

The table below presents the minimum annual commitments related to undiscounted lease agreements, by maturity.

Schedule of payment by maturity    
  2023 2022
2023    1,109
2024  1,347  856
2025  932  630
2026  807  554
2027  631  437
2028+  1,660  1,398
   5,378  4,983
     
Interest discounted to present value  (1,445)  (742)
Carrying amount  3,933  4,241

3.2(c)Fair value of derivative andnon-derivative financial instrumentsNon-cash transactions

In 2023, net non-cash transactions of additions and disposals of leases were R$ 871 (2022: R$ 1,910).

(d)Uninitiated lease arrangements

The Company evaluateshas committed to lease agreements not yet effective as of December 31, 2023. The present value of the commitments corresponds to R$ 1,628, and the main agreements refer to: (i) construction of six vessels for raw material and finished product transportation; and (ii) a research and development laboratory located in Boston, United States. They have an expected completion date by 2024 and 2027, respectively.

F-36  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The cash flows related to the contracts are shown below:

Schedule of cash flows related to the contracts    
  Discounted Not discounted
  2023 2023
     
2024  15  17
2025  97  111
2026  114  139
2027  167  218
2028+  1,236  2,399
     
Total 1,629 2,884

(e)Subleases

The sublease of assets is a transaction in which the lessee, in this case the Company, subleases to third parties an asset that is the object of a lease agreement, therefore becoming an intermediate lessor. IFRS 16 – Leases, requires an intermediate lessor to classify the sublease as financial or operating. Considering that the agreements executed by the Company until December 31, 2023 account for most of the term of the main lease, the subleases were accounted for as follows:

·Derecognition of the right-of-use asset related to the main lease and recognition of the rights resulting from sublease agreements at present value;
·Recognition of any difference between the written-off right-of-use asset and the rights under sublease agreements at present value under net income;
·Maintenance in the statement of financial position of lease liabilities under the main lease agreement;
·Recognition of financial income during the term of the sublease;
·Recognition of financial expenses related to obligations under the main lease agreement;

F-37  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

15 Trade payables

Schedule of trade account payables     
  Note 2023 2022
Domestic market     
Third parties  1,454 1,748
Third parties (forfait)(i) 671  683
Total Third parties  2,125  2,431
       
Related parties  256  197
Related parties (forfait)(i) 847  81
Total Related parties9 1,103 278
       
Foreign market(ii)    
Third parties  9,993 9,541
       
    13,221 12,250
       
Current liabilities  13,221 12,247
Non-current liabilities(iii)    3
Total   13,221 12,250

(i)The Company has payment agreements with financial institutions and forfaiting agreements that allow certain suppliers to opt for granting their receivables from the Company upon accepting of financial institutions by acquiring or not the related receivables, without the Company’s interference. The grant operation does not imply any change in the instruments issued by suppliers, with the same conditions of the original amount and the payment term maintained.
(ii)Includes R$ 7,.3 billion(2022: R$ 5.8 billion) in raw material purchases due in up to 360 days for which the Company provides letters of credit issued by financial institutions that indicate the suppliers as beneficiaries.
(iii)On the Statement of financial position, the balance of non-current liabilities is presented under Other payables.

16 Borrowings and debentures

(a) Borrowings and debentures

Schedule of borrowings and debentures        
           
   Annual stated interest rate (%) Maturity 2023 2022
Foreign currency        
 Bonds  Note 16 (b)   31,980 26,124
 Loans indexed to SOFR(i)1.55 Jan/2024 to Feb/2031  5,604  5,313
 Other 6.41 Apr/2024 to May/2029 58 82
 Transactions costs      (478) (454)
       37,164 31,065
          
          
Local currency        
 Debentures Note 16 (c)   3,910  3,926
 Loans indexed to IPCA 6.01 Jan/2024 to Jan/2031   341 390
 Loans indexed to CDI 1.48 Mar/2024 to Jul/2027   830 348
 Other 7.04 Jan/2024 to Dec/2035  19 19
 Transactions costs     (28) (32)
       5,072  4,651
          
          
Foreign currency and local currency        
 Current liabilities     2,029  1,382
 Non-current liabilities     40,207 34,334
 Total     42,236 35,716
(i)Includes: (a) R$ 2,257 from credit facility contracted by Braskem Holanda Finance and Braskem Holanda, with insurance from SACE and NEXI, Italian and Japanese export credit agencies, respectively, and guarantee from Braskem; (b) R$ 586 from Credit facility contracted by Braskem America, secured by Euler Hermes, the German export credit agency; and (c) R$ 133 from Credit facility contracted by Braskem with a term of 7 years and guarantee of its own assets.

F-38  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The maturity profile of the long-term borrowings is as follows:

Schedule of long-term borrowings       
     
    2023 2022
       
2024       2,202
2025   579  628
2026   1,743  581
2027   2,208  2,357
2028   6,769  7,282
2029   2,850  2,888
2030   7,527  8,109
2031   4,328  220
2032   105  113
2033   4,837  
2034 and thereafter   9,261  9,954
Total   40,207  34,334

(b) Bonds

Schedule of bonds         
     Interest    
Issue date  Maturity (% per year) 2023 2022
Jul-2011 and Jul-2012  Jul-2041  7.13 2,825 3,045
Feb-2014 and May-2014 (i)Feb-2024  6.45    1,589
Oct-2017  Jan-2028  4.50 5,798 6,249
Nov-2019  Jan-2030  4.50 7,364 7,936
Nov-2019  Jan-2050  5.88 3,720 4,009
Jul-2020 (ii)Jan-2081  8.50 3,077 3,296
Feb-2023  Feb-2033  7.25 4,976   
Sep-2023  Jan-2031  8.50 4,220   
Total      31,980 26,124
(i)Prepayment made in February 2023.
(ii)The bond can be repaid by the Company at par value, for periods of 90 days prior to each interest reset, with the first interest reset taking place in January 2026 and the others every 5 years thereafter.

Braskem has fully, unconditionally and irrevocably, guaranteed the bonds. Except for the bond issued in 2020, the financial guarantees comprise senior unsecured obligations, ranking equal in right of payment with all of its other existing and future senior unsecured debt. As for the issuance carried out in 2020, in case of default the financial guarantees comprise obligations subordinated to all current or future senior debts of Braskem.

F-39  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(c) Debentures

Schedule of debentures            
Issue date Issuer Series Maturity Annual stated interest rate (%) 2023 2022
Mar-2013(i)DAC Only  Mar-2025 IPCA + 6.00  64  110
Sep-2013(i)Cetrel Only  Sep-2025 126.5% do CDI  22  35
Jan-2022(ii)Braskem   Dec-2028 IPCA + 5.54  644  616
Jan-2022(ii)Braskem   Dec-2031 IPCA + 5.57  154  147
May-2022(iii)Braskem   May-2029 CDI + 1.75  769  771
May-2022(iii)Braskem   May-2032 CDI + 2.00  248  249
Aug-2022(iii) and (iv)Braskem  Only  Aug-2029 CDI + 1.75  787  787
Nov-2022(iii)Braskem   Nov-2029 CDI + 1.70 1,124 1,114
Nov-2022(iii)Braskem   Nov-2032 CDI + 1.95  98  97
          3,910 3,926

(i)These debentures were secured by mandatory deposits as disclosed in Note 5.
(ii)Private debentures issued by Braskem, used as guarantee for the issue of Agribusiness Receivables Certificate ("CRA") by Eco Securitizadora de Direitos Creditórios do Agronegócio S.A and were subject to the Extended National Consumer Price Index (“IPCA”).
(iii)Unsecured debentures.
(iv)In April 2024, these debentures were fully prepaid.

17 Braskem Idesa borrowings

Schedule of braskem idesa financing           
         
Identification Nota Maturity Currency and annual stated interest rate (%) 2023 2022
           
Bonds          
Bond I   nov-2029 Us dollar exchange variation + 7.45(a) 4,383  4,690
Bond II (i) feb-2032 Us dollar exchange variation + 6.99(a) 5,936  6,353
         10,319  11,043
           
Others          
  (ii) oct-2023 and nov-2023 Us dollar exchange variation + quarterly Term SOFR + 4.25(b)625  735
  1 oct-2023 and nov-2023 Us dollar exchange variation + semianual Term SOFR + 2.94(c)766  
         1,391  735
           
Transactions costs       (460)  (460)
           
Total        11,250  11,318
           
Current liabilities       739  868
Non-current liabilities        10,511  10,502
Total        11,250  11,370

(a)Braskem Idesa pledged as collateral property, plant and equipment assets in the same value as the bond.
(b)Braskem Idesa pledged as collateral property, plant and equipment assets and other rights (such as shares and receivables).
(c)Terminal Química pledged as collateral property, plant and equipment assets and Braskem has fully, unconditionally and irrevocably, guaranteed the financing.
(i)Sustainability-linked bonds. The bonds due in 10 years have an interest rate of 6.99% p.a., which may be increased by up to 0.37% p.a. if certain conditions are not met.

F-40  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(ii)On June 29, 2023 Braskem Idesa obtained an extension of the waiver related to a leverage ratio (covenant) until March 31, 2024. In this sense, even though Braskem Idesa is not in default and creditors did not request to accelerate this debt, because the waiver did not provide a period of grace ending at least twelve months after the reporting period, the entire balance, in the amount of R$ 502 was classified in current liabilities on December 31, 2023 (2022: R$ 650). On March 28, 2024 Braskem Idesa obtained a new extension of the waiver related to the covenant until March 30, 2025.

Braskem Idesa is in full compliance with its debt service obligation defined in the financing agreement and maintains a cash position equivalent to R$ 1,562 as of December 31, 2023 (2022: R$ 2,184).

The amount of the financings with maturities in the long term are as follows:

Schedule of financing with maturities     
  2023 2022
     
2028 466  
2029  4,290  4,338
2032  5,755  6,164
Total  10,511  10,502

18 Reconciliation of financing activities in the statement of cash flow

Schedule of reconciliation of borrowing activities in the statement of cash flow          
      Loan from    
      non-controlling     
  Borrowings Braskem Idesa shareholders    
  and debentures financing of Braskem Idesa Lease Dividends
           
 Balances at December 31, 2022 35,716 11,370 2,498  4,241  11
           
 Issued 10,991 1,233        
 Payments (2,155)  (576)     (1,209) (7)
 Cash used in financing activities 8,836  657     (1,209) (7)
           
 Other changes          
Interest paid (2,450)  (821)    (279)  
Interest and monetary and exchange variations, net 2,359  (739)  (171) 45  
Lease contracts       1,283  
Disposals       (70)  
Addition by subsidiary acquisition  28         
Currency translation adjustments (2,253)  783  158 (78)  
Fair value adjustments of non-controlling subsidiaries    5    
Additional dividends approved in the board meeting           6
  (2,316)  (777) (8) 901 6
           
 Balances at December 31, 2023 42,236 11,250 2,490  3,933  10
           
Current2,029  739    978  10
Non Current40,207 10,511 2,490  2,955  
Total42,236 11,250 2,490  3,933  10

F-41  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

19 Financial instruments

19.1 Initial recognition and measurement

Financial assets and liabilities are initially recognized when the Company becomes a party to the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) is initially measured at fair value, plus transaction costs directly attributable to their acquisition. A financial liability is initially recognized at fair value, excluding transaction costs. For financial assets and liabilities measured subsequently at fair value through profit or loss (“FVTPL”), transactions costs are directly recognized in profit or loss. A trade receivable without a significant financing component is initially measured at the transaction price.

(a) Classification, subsequent measurement and gains and losses

Financial Assets

On initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive (loss) income (“FVOCI”) or fair value through profit or loss (“FVTPL”).

A financial asset is measured at amortized cost if it meets both of the following conditions and is not designated as measured at fair value:

(i) It is held within a business model whose objective is to hold assets to collect contractual cash flows; and

(ii) Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

A financial asset can also be measured at FVOCI if it meets both of the following conditions and is not designated as at FVTPL:

(i) It is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

(ii) Its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. This includes all derivative financial assets (see Note 19.5).

Financial assets at FVTPL are subsequently measured at fair value. Net gains and losses, including any interest or dividend income, are recognized in profit or loss, except when the financial asset is designated as a hedge instrument (see Note 19.2).

Financial assets at amortized cost are subsequently measured at amortized cost using the effective interest method and, if applicable, reduced by impairment losses. Interest income, foreign exchange gains and losses and impairment are recognized in profit or loss. Any gain or loss on derecognition is recognized in profit or loss.

Financial assets at FVOCI are subsequently measured at fair value. Interest income calculated using the effective interest method, foreign exchange gains and losses and, when applicable, impairment loss are recognized in profit or loss. Other net gains and losses are recognized in Other Comprehensive (loss) Income (“OCI”). On derecognition, gains and losses accumulated in OCI are reclassified to profit or loss.

F-42  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Financial liabilities

Financial liabilities are classified as measured at amortized cost or FVTPL. A financial liability is classified as at FVTPL if it is a derivative.

Financial liabilities at FVTPL are measured at fair value and net gains and losses, including any interest expense, are recognized in profit or loss. Other financial liabilities are subsequently measured at amortized cost using the effective interest method. Interest expense and foreign exchange gains and losses are recognized in profit or loss, except when the financial asset is designated as a hedge instrument (see Note 19.2). Any gain or loss on derecognition is also recognized in profit or loss.

(b) Derecognition of financial instruments

Financial Asset

The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire or when the Company transfers the rights to receive the contractual cash flows in a transaction in which either:

(i) Substantially all of the risks and rewards of ownership of the financial asset are transferred; or

(ii) The Company does not retain substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

When the Company enters into transactions whereby it transfers assets recognized in its statement of financial position but retains either all or substantially all of the risks and rewards of the transferred assets, the financial assets are not derecognized.

Financial liabilities

The Company derecognizes a financial liability when its contractual obligations are discharged, cancelled or expire. The Company also derecognizes a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognized at fair value.

On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognized in profit or loss.

19.2 Derivative financial instruments and hedge accounting

The Company holds derivative financial instruments to hedge its foreign currency and interest rate risk exposures. Embedded derivatives are separated from the host contract and accounted for separately if the host contract is not a financial asset and certain criteria are met.

Derivatives are initially measured at fair value. After initial recognition, derivatives are measured at fair value, and changes therein are generally recognized in profit or loss.

The Company designates certain derivatives and non-derivative financial liabilities as hedging instruments to hedge the variability in cash flows associated with highly probable forecast transactions arising from changes in foreign exchange rates and interest rates.

At inception of designated hedging relationships, the Company documents the risk management objective and strategy for undertaking the hedge. The Company also documents the economic relationship between the hedged item and the hedging instrument, including whether the changes in cash flows of the hedged item and hedging instrument are expected to offset each other.

F-43  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Cash flow hedges

When a derivative is designated as a cash flow hedging instrument, the effective portion of changes in the fair value of the derivative is recognized in OCI. The effective portion of changes in the fair value of the derivative that is recognized in OCI is limited to the cumulative change in fair value of the hedged item, determined on a present value basis, from inception of the hedge. Any ineffective portion of changes in the fair value of the derivative is recognized immediately in profit or loss.

If the hedge no longer meets the criteria for hedge accounting, or the hedging instrument is sold, expires, is terminated or is exercised, then hedge accounting is discontinued prospectively. When hedge accounting for cash flow hedges is discontinued, the amount that has been accumulated in OCI remains recognized until it is reclassified under profit or loss in the same period or periods as the expected future cash flows affect the profit or loss.

If the hedged future cash flows are no longer expected to occur, then the amounts that have been accumulated in OCI are immediately reclassified to profit or loss.

F-44  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

19.3 Fair Value

(a) Fair value measurement

Fair value is the price to be received in the sale of an asset or paid for the transfer of a liability in a transaction not forced between market players on the measurement date, in the main market or, in the case of a lack of one, the most advantageous market in which the Company has access on said date.

The Company recognizes derivative financial instruments at their fair value and the main sources of information are the stock exchanges, commodities and futures markets, disclosures of thepublished by Central Bank of Brazil and quotation services like(“BACEN”), Bloomberg and Reuters. Nevertheless, the high volatility of the foreign exchange and interest rate markets in Brazil has been causingresulting in significant changes in future rates and interest rates over short periods of time, leading to significant changes in the marketfair value of swapsderivatives and other financial instruments.

The fair values ofnon-derivative quoted financial instruments are based on current bid prices. If the market for a financial asset and for unlisted securities is not active, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models that make maximum use of market inputs and rely as little as possible on information provided by the Company’s Management.

InformationThe following methods and assumptions were used to estimate the fair value:

(i)Financial assets classified as FVTPL or FVOCI are measured in accordance with the fair value hierarchy (Level 1 and Level 2), with inputs used in the measurement processes obtained from sources that reflect the most recent observable market prices.
(ii)The fair value of borrowings and loan of non-controlling shareholder of Braskem Idesa is estimated by discounting future contractual cash flows at the market interest rate, which is available to the Company in similar financial instruments.
(iii)The fair value of bonds is based on prices negotiated in secondary bond markets.
(iv)The fair value of debentures is based on prices negotiated in financial markets.

The fair values of the remaining assets and liabilities correspond to their carrying amount.

F-45  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b) Fair value hierarchy

Level 1: fair value obtained through prices quoted (without adjustments) in active markets for identical assets or liabilities, such as the stock exchange; and

Level 2: fair value obtained from financial models using directly observable market data, such as discounted cash flow, when the instrument is a forward purchase/sale or a swap contract, or such as the Black-Scholes model, when the instrument has the characteristics of an option.

To measure the credit risk of the parties involved in derivative instruments, the Company uses Credit Valuation Adjustment (“CVA”) or Debt Valuation Adjustment (“DVA”) models, applied flow by flow on derivativethe fair value of each instrument. The Company adopts the ratings of the other parties for positive flows andnon-derivative its own rating for negative flows, both available in the market and disclosed by renowned rating agencies, as a necessary assumption to define the probability of default.

19.4 Non-derivative financial instruments and other liabilities

Schedule of non-derivative financial instruments and other liabilities             
     Fair value Book value Fair value
 Note Classification by category hierarchy 2023 2022 2023 2022
              
Cash and cash equivalents5            
Cash and banks  Amortized cost    5,339  6,074  5,339  6,074
Financial investments in Brazil  FVTPL Level 2  8,848  6,392  8,848  6,392
        14,187  12,466  14,187  12,466
              
Financial investments 6            
LFT´s and LF´s  FVTPL Level 2  4,680  1,789  4,680  1,789
Other  FVTPL Level 2 294 523 294 523
        4,974  2,312  4,974  2,312
              
Trade accounts receivable 7 Amortized cost    2,910  3,199  2,910  3,199
Trade accounts receivable 7 FVOCI Level 2 -   33 -   33
              
Trade payables15 Amortized cost    13,221  12,250  13,221  12,250
              
Borrowings 16 Amortized cost          
Foreign currency - Bond    Level 1  31,980  26,124  26,004  23,166
Foreign currency - other borrowings    Level 2  5,662  5,395  5,434  5,329
Local currency    Level 2  1,190 757  1,542  1,259
Debentures    Level 2  3,910  3,926  3,314  3,868
       42,743 36,202 36,294 33,622
              
Braskem Idesa borrowings17 Amortized cost          
Bond    Level 1  10,319  11,043  6,153  8,302
Others    Level 2  1,391 735  1,243 797
       11,710 11,778 7,396 9,099
              
Loan ton non-controlling  shareholder of Braskem Idesa 9(a)  Amortized cost    2,490  2,498  2,555  2,290
              
Leniency agreement 22(a)  Amortized cost    1,016 903  1,016 903

F-46  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

19.5 Derivative financial instruments

 Schedule of changes in derivative financial instruments            
             
  Operation characteristics (Asset)/     (Asset)/
  Principal exposure   Liability Change in Financial Liability
Identification  Derivatives 2022 fair value settlement 2023
             
Non-hedge             
accounting transactions            
             
Braskem Holanda - Swap Nafta/Gasolina Gasoline Naphtha   (16)  67  (54)  (3)
Braskem Holanda - Swap Nafta/Gasolina             
Braskem Argentina - Exchange swap             
       (16)  67  (54)  (3)
             
Hedge accounting            
transactions            
Braskem S.A. - Dollar call and put options Real Dollar  (65)  11 17  (37)
Braskem S.A. - Dollar swap CDI Real Dollar+Fixed rates152 (91)  (97)  (36)
Braskem S.A. - Swap CRA Real��Dollar+Fixed rates (24)  (122) 18 (128)
       63  (202)  (62) (201)
             
Derivatives            
Assets            
Current assets     158     137
Non-current assets      72     210
Total     230     347
Liabilities            
Current liabilities     195     58
Non-current liabilities      82     141
Total      277     199
Balance - Liabilities (-) assets      47     (148)

The counterparties in these contracts are constantly monitored based on the analysis of their respective ratings and CDS. The Company has many bilateral risk mitigators in its derivative contracts, such as the possibility of depositing or requesting deposits of a guaranteed margin from the counterparties.

Derivative financial instruments held on December 31, 2023 were contracted on both international stock exchanges and on Over the Counter (“OTC”) markets with large financial counterparties under global derivative contracts in Brazil or abroad.

The Company’s Financial Policy provides for the active management and continued protection against fluctuations in currencies and rates arising from its operations and financial items, with the possibility of contracting derivative instruments (swaps, Non-deliverable forwards, options, etc.). The other market risks are addressed on a case-by-case basis for each transaction. In general, the Company assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge and keeps it in place for the hedged period transaction.

In general, the Company elects to designate derivative financial instruments in a hedge accounting relationship when the application is presentedexpected to provide a significant improvement in presenting the offsetting effect on the changes in the hedged items.

F-47  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Hedge accounting transactions

(a.i) US$ call and put option

As of December 31, 2023, the Company holds a total notional amount of put options of R$ 6.7 billion (US$1.5 billion), with an average strike price of US$1/R$ 4.51 and notional amount of call options of R$ 6.7 billion (US$1 billion), with an average strike price of US$1/R$ 6.78. The operations have a maximum term of 18 months.

US$ denominated future sales in Brazilian Real were designated for hedge accounting, with the months of revenue recognition always coinciding with the months of the options. The future elements of forward exchange contracts are excluded from the designation of hedge instrument and are separately recorded as hedging cost, recognized in the OCI.

(a.ii) US$ Swap CDI Dollar

In 2018, the Company contracted foreign exchange derivative operations (“swaps”) in the aggregate amount of R$ 1.3 billion, with annual maturities between January 2019 and January 2025, changing the variation of CDI for the variation of Dollar. These operations were designated to cash flow hedge accounting, where the hedging instruments are foreign exchange derivatives, and the hedged objects are highly probable future revenues in the domestic market subject to fluctuations in Brazilian R$/US$ price.

Accordingly, the fair value adjustment of the effective portion of the hedge is recognized under shareholders equity in OCI and is recognized in the financial result upon the maturity of each installment.

(a.iii) US$ Swap – Debentures – CRA

In 2022, the Company contracted foreign exchange derivative operations (“swaps”) with semiannual maturities for the next 10 years as from March 2022, changing the variation of IPCA for the variation of Dollar. These operations were designated for cash flow hedge accounting, in which the hedge instruments are foreign exchange derivatives, and the hedge objects are highly probable future revenue subject to the R$/US$ exchange rate.

Accordingly, the fair value adjustment in the effective hedge portion will be recorded in equity in OCI and will be recognized in financial result upon the realization of each of the hedge objects.

Schedule of fair value adjustment          
Identification Total nominal Hedge Maturity   Fair value, net
 value R$ (interest rate per year)  2023 2022
Swaps CRA 600 3.5388% dec-2028  98  13
Swaps CRA 141 3.3742% dec-2031  30  10
Total 742      128  23

19.6 Non-derivative financial liabilities designated to hedge accounting

(a) Future exports in US$ (Braskem S.A.)

The Company designated non-derivate financial liabilities in foreign currency to hedge the future cash flows generated by its exports. This decision was based on two important concepts and judgments: (i) ) the high probability of performing exports according to its business plan, (see Note 19.2), which are inherent to the market and business where it operates, and (ii) the Company’s capacity to finance its liabilities in US$, since its guidance and strategy determine the financing priority in US$ and its Financial Policy requires maintaining a minimum level of net liabilities in US$.

F-48  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

On May 1, 2013, Braskem designated non-derivative financial liabilities, denominated in US$, as a hedge for the flow of its highly probable future exports. Thus, the impact of exchange rates on future cash flows in US$ derived from these exports is offset by the foreign exchange variation on the designated liabilities, partly eliminating the volatility of results. The exchange rate on the date of the designation was US$1/ R$ 2.0017.

The main actions carried out in the program are detailed below:

• 2017: designation of R$ 6.5 billion (US$1.2 billion) of future sales with maturity in 2028 (hedged exchange rate of US$1/3.1688);

• 2019: designations of R$ 11.5 billion (US$2.2 billion) with maturity in 2025, 2030 and 2031 (hedged exchange rate of US$1/3.9492);

• 2020: designation of R$ 3.1 billion (US$ 600 ) of future sales with maturity in 2032 (hedged exchange rate of US$1/R$ 4.0213); discontinuation of hedge accounting of R$ 1.9 billion (U$$ 362) in 2020 (discontinuation rate of US$1/R$ 5.1987).

• 2021: designation of hedge accounting of R$ 2.1 billion (US$ 400) in 2025 (hedged exchange rate of US$1/R$ 5.5832); discontinuation of hedge accounting of R$ 2.1 billion (US$ 400) in 2024 (discontinuation rate of US$1/R$ 5.6430); discontinuation of hedge accounting of R$ 1 billion (US$ 200) in 2023 (discontinuation rate of US$1/R$ 5.1433);

• 2022: designation of R$ 2.6 billion (US$ 500) of future sales with maturity in 2029 (hedged exchange rate of US$1/R$ 5.5832).

• 2023: designation of R$2 billion (US$ 400) of future sales with maturity in 2033 (hedged exchange rate of US$1/R$ 5.0076).

The Company considers these exports until 2033 as highly probable, based on the following factors:

• Over the past two years, Braskem exported an average R$ 11.2 billion (US$2.2 billion) per year, which represents around 3 to 4 times the annual exports of the hedged exports.

• Hedged exports represent approximately 30% of the export flows planned by the Company.

• The exports of the Company are not sporadic or occasional but constitute an integral part of its strategy and of the petrochemical business, in which competition is global. Several of the products produced by the Company are primarily and recurrently intended for export.

On December 31, 2023, the exports that were designated not yet realized and not discontinued and the maturities of financial liabilities designated, all consolidated, were as follows:

F-49  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of non-derivative financial liabilities designated to hedge accounting      
    Total nominal
    US$ milhões R$
       
2024    175  847
2025    800  3,873
2028    1,250  6,052
2029    500  2,421
2030    800  3,873
2031    800  3,873
2032    600  2,905
2033    400  1,937
    5,325 25,780

The following table shows the changes in financial instruments designated for this hedge in the year:

Schedule of financial instruments designated for hedge            
            US$ million
      Hedge Realized discontinued   
    2022 discontinued hedge Designations 2023
             
Designated balance   5,239 (314)   400 5,325

          Brazilian Real
    Hedge  Currency translation  
  2022 discontinued Designations adjustments 2023
           
Designated balance 27,336 (1,629)  2,044  (1,971)  25,780

The following table provides the accumulated balance of discontinued hedge accounting as of December 31, 2023, because of the advance payment made for the hedging instrument, which is recorded in OCI and will be transferred to financial income (expenses) in accordance with the schedule of future hedged sales:

Schedule of future hedged sales        
    Conversion rate    
  Total nominal at Inception Closing rate Gross nominal
  value US$ R$/US$ R$/US$ value - R$
         
Hedge discontinued - From first to fourth quarter 2024 514 2.0017 5.5466 1,821
Hedge discontinued - Fourth quarter 2032 200 4.0213 5.2177 239
  714     2,060

Hedge instruments were executed with subsidiaries abroad considering the existence of guarantee resulting from transactions between these subsidiaries and third parties, using non-derivative financial liabilities linked to operations in which the subsidiary abroad served as intermediary of the Company, maintaining the substance of the transactions. Trade payables, especially related to naphtha, were also considered in the transaction.

F-50  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

To ensure the continuity of the hedging relation, the Company plans to refinance and/or substitute these hedge instruments to adjust them to the schedule and value of hedged exports. This explains the fact that liabilities designated for hedge are not necessarily equivalent to the exports designated in the year.

The following table provides the balances of exchange variation recognized in the Company’s net financial income (expenses) due to the realization of exports designated, for this hedge in the fiscal year ended December 31, 2023:

Schedule of exchange variation - Braskem Idesa        
    Conversion rate    
  Total nominal at Inception Closing rate Gross nominal
  value US$ R$/US$ R$/US$ value - R$
         
First quarter 168 2.0017 3.9786 332
Second quarter 150 2.0017 3.9786 297
Third quarter 200 2.0017 3.9786 395
Fourth quarter 200 2.0017 5.1433 629
  718      1,653

The changes in foreign exchange variation and income taxes under other comprehensive (loss) income of this hedge are as follows:

Schedule of changes in foreign exchange variation and income tax and social contribution     
  Exchange     Net 
  variation   Income taxes   effect 
      
Balances at December 31, 2022(9,981)  3,394 (6,587)
Exchange variation recorded in the year / Income taxes1,921  (653) 1,268
Exchange variation transferred to profit or loss / Income taxes1,653  (562) 1,091
Balances at December 31, 2023(6,407)  2,179 (4,228)

Effectiveness tests were conducted, and all operations were deemed effective in reducing the dispersion of revenue from sales designated for hedge, when evaluated in Brazilian Real.

(b) Future sales in US$ (Braskem Idesa)

As of December 31, 2023, designated and unrealized sales and financial liabilities designated to hedge them were as follows:

Schedule of designated and unrealized sales      
    Total nominal
    US$ milhões R$
       
2024    22 107
2025    23 111
2026   308  1,491
2027   225  1,089
2028   525  2,542
2029   525  2,542
2030   300  1,452
2031   300  1,452
     2,228 10,786

F-51  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The following table provides the accumulated balance of discontinued hedge accounting as of December 31, 2023, because of the advance payment made for the hedging instrument, which is recorded in OCI and will be transferred to financial income (expenses) in accordance with the schedule of future hedged sales:

Schedule of discontinuation         
    Conversion rate      
  Total nominal at Inception Closing rate Total nominal Gross nominal
Discontinuation in: value US$ MXN/US$ MXN/US$ value MXN value - R$
           
Hedge discontinued in May, 20169  13.4541 17.9915 41 12
Hedge discontinued in December, 2019460  13.6667 19.6113 2,735 781
Hedge discontinued in December, 201917  13.4541 19.3247 100 29
Hedge discontinued in October ,2021848  13.6621 20.3587 5,679  1,622
  1,334     8,554  2,444

The following table provides the balances of exchange variation recognized in financial income (expenses) due to the maturity of the sales designated in this hedge for the 12-month period ended December 31, 2023:

Schedule of exchange variation - Braskem Idesa          
    Conversion rate      
  Total nominal at Inception Closing rate Total nominal Gross nominal
  value US$ MXN/US$ MXN/US$ value MXN value - R$
           
First quarter 81  13.6512 20.1269 522 151
Second quarter 79  13.6521 20.1222 510 143
Third quarter 85  13.6533 20.1160 550 159
Fourth quarter 111  15.0103 19.9872 553 155
  356     2,135 608
           

The changes in foreign exchange variation and income taxes under other comprehensive (loss) income at Braskem Idesa income are as follows:

Schedule of changes in foreign exchange variation and income tax and social contribution - Braskem Idesa     
  Exchange     Net 
  variation   Income taxes   effect 
      
Balances at December 31, 2022(1,108)  333  (775)
Exchange variation recorded in the period / Income taxes1,530  (459) 1,071
Exchange variation transferred to profit or loss / Income taxes 608  (182)  426
Balances at December 31, 20231,030  (308)  722

Effectiveness tests were conducted, and all operations were deemed effective in reducing the dispersion of revenue from sales designated for hedge, when evaluated in Mexican Pesos.

19.7 Credit quality of financial assets

(a) Trade accounts receivable

As part of its financial risk management, the Company has a specific policy for managing the credit risk of clients, which sets operational parameters and responsibilities for the management of receivables and is enforced by a specialized credit and collection team, which is in charge of the main activities of credit risk management. The Company also has a credit committee responsible for monitoring and supporting the management in the application of internal policies.

The Company’s clients do not have risk ratings assigned by credit rating agencies. For this reason, the Company developed its own credit rating methodology for all accounts receivable from clients in Brazil and abroad, in which qualitative and quantitative analyses are conducted to determine the risk of each counterparty, as well as the required guarantees to support the Company’s exposure.

F-52  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The qualitative analysis is performed via a credit questionnaire that qualifies and quantifies the financial information of clients. The items assessed are scored according to a risk assessment matrix.

The quantitative analysis represents the financial component for calculation of the Client Credit Risk. The variables financial score and probability of insolvency are considered, calculated via statistical modeling. The Company also considers other elements within the risk assessment matrix, such as history of punctuality, country risk, extraordinary risk, credit analysis of the business group, and guarantees to mitigate risk, such as sureties, letters of credit, insurance, fiduciary sale, among others.

After credit risk assessment, a risk rating by client is assigned, varying from minimal to very high risk; then this information is used in the management of the Company’s receivables and loss estimate.

Considering the expected credit losses, the percentage of trade accounts receivable by risk ratings that represent Company’s total exposure was as follows:

Schedule of trade accounts receivable by credit ratings   
     (%)
   2023 2022
1Minimal Risk 65.62 72.15
2Low Risk 19.33 21.65
3Medium Risk 6.37 3.36
4High Risk 8.28 2.56
5Very High Risk(i)0.40 0.28
(i)Clients in this group that are still active purchase from Company and pay in advance.

For the export market, approximately 83% of the portfolio has guarantees, consisting primarily of credit insurance. For the domestic market, approximately 26% of the portfolio has guarantees, mainly suretyships by the partners of counterparties, complemented by credit insurance.

Management considers on default the counterparty that does not pay its debts when due.

The exposure to credit risk of the counterparties in total amounts refers to the trade accounts receivable amounts identified in Note 17.7.

(b) Cash and cash equivalents and financial investments

The definition of Counterparties in financial transactions should follow the criteria of Classification of Credit Risk of the Counterparty by a specialized agency, being the local long-term rating for Brazilian institutions and global for international institutions, in addition to concentration of exposure with the Counterparty, as established in the Company’s financial risk management policy:

F-53  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of financial assets with and without risk assessment            
      2023     2022
   No Brasil   No Exterior  Total  No Brasil   No Exterior  Total
Financial assets with risk classification            
AAA 11,438 2,493  13,931  5,130 2,421 7,551
AA+  140     140 163     163
AA  130     130 290  108  398
AA-  249     249 149     149
A+ 1 3,072 3,073 3 4,460 4,463
A  32  506  538 93 1,358 1,451
A- 4  815  819     387  387
BBB     49  49 1  52  53
  11,994 6,935  18,929  5,829 8,786  14,615
Financial assets without risk classification            
Other financial assets with no risk assessment (i)  149  83  232 82  81  163
   149  83  232 82  81  163
             
Total 12,143 7,018  19,161  5,911 8,867  14,778

 

3.3(i)Useful life of assetsInvestments approved by the Management, in accordance with the Financial Policy.

The Company recognizes

For the depreciation and depletionfinancial institutions’ counterparty risk there was no recognition of its long-lived assets based on their useful life estimated by independent appraisers and approved by the Company’s techniciansexpected credit losses, taking into consideration the experiencehigh credit rating degree of these professionalsthe counterparties and the positive history of solvency of all financial assets, among other factors. The Company continuously monitors the changes in the counterparties’ ratings and, if necessary, reallocates funds to meet the requirements of the financial risk management policy.

19.8 Sensitivity analysis

Financial instruments, including derivatives, may be subject to changes in their fair value as a result of Braskem’s plants.the variation in commodity prices, foreign exchange rates, interest rates, shares and share indexes, price indexes and other variables. The useful lives initially establishedsensitivity of the derivative and non-derivative financial instruments to these variables are presented below:

(a) Selection of risks

On December 31, 2023, the main risks that can affect the value of Company’s financial instruments are:

· US$/R$ exchange rate;

· IPCA inflation rate;

· Selic and CDI interest rates; and

· SOFR interest rate;

· Euro/R$ exchange rate.

For the purposes of the risk sensitivity analysis, the Company presents the exposures to currencies as if they were independent, that is, without reflecting in the exposure to a foreign exchange rate the risks of the variation in other foreign exchange rates that could be directly influenced by independent appraisers are normally reviewedit.

F-54  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b) Selection of scenarios

The Focus Market Readout published by BACEN was used to create the probable scenario for the US$-R$ exchange rate, the Selic interest rate and the CDI interest rate as of December 31, 2023.

According to the Market Readout, at the end of every year by2023, US$1 will remain at approximately R$ 5.00, while the Company’s technicians in order to check whether they need to be changed. This review may take place duringSelic rate should reach 9.00% p.a. at the year in caseend of possiblenon-recurring events.

2024. The main factors that are taken into consideration in the definitionSelic rate is used as benchmark for sensitivity analysis of the useful lifeCDI rate.

Since the Market Readout report does not include consensus forecasts for the SOFR rate, the projection of the assets that composeU.S. Federal Reserve for the Company’s industrial plants areFederal Funds rate was used, which was published in December 2023, in comparison with the information of manufacturers of machinery and equipment,current level of the plants’ operations, qualityFederal Funds rate on December 31, 2023.

For each variable analyzed in the sensitivity analysis, the Company has considered estimating annualized variations corresponding to 1 and 3 standard deviations of preventivemonthly averages of the last five years. They are equivalent to approximately 15.866% and corrective maintenancea 0.135% probability of occurrence for the reasonably possible and the prospects of technological obsolescence of assets.

The Company’s management also decided that (i) depreciation should cover all assets value because when the equipment and installationspossible scenarios, respectively. Then, these changes are no longer operational, they are sold by amounts that are immaterial; and (ii) land is not depreciated because it has an indefinite useful life.

The useful lives applied to the assets determined the following average (%) depreciation and depletion rates:current market levels of each variable.

 

   2016   2015 

Buildings and improvements

   3.49    3.42 

Machinery, equipment and installations

   9.34    8.42 

Mines and wells

   8.83    8.89 

Furniture and fixtures

   10.36    10.48 

IT equipment

   20.53    20.55 

Lab equipment

   9.65    9.80 

Security equipment

   9.78    9.91 

Vehicles

   22.72    19.09 

Other

   18.97    18.98 

Information on property, plantUncertainties of the current context

The assumptions of the future value adopted in the construction of the probable scenario and equipment is presentedthe current value of each variable in Note 13.

Braskem S.A.

Management notesthis analysis are referenced to the reporting date December 31, 2023. Given the instability in the current economic scenario caused by the global effects resulting from geopolitical conflicts, monetary tightening to combat global inflationary pressures and their macroeconomic developments, interest rates and foreign exchange rates are affected frequently. The Company’s gains and losses in these probable stress scenarios are analyzed by increasing each variable according to the aforementioned.

F-55  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The sensitivity values in the table below represent the changes in the value of the financial instruments in each scenario, jointly with the absolute amounts of each of the risk factors considered:

Schedule of changes in the value of the financial instruments          
          Gain (losses)
    Exposure value Probable Reasonably possible Possible
Instrument / Sensitivity Note as December 31, 2023 (USDBRL 4,9) (USDBRL 5,45) (USDBRL 6,68)
           
Brazilian real/U.S. dollar exchange rate          
Bonds   (42,299) (513)  (5,352)  (16,055)
Export prepayments   (2,170) (26) (275) (824)
Investments   (1,577) (19) (199) (598)
SACE 19(c.i) (1,156) (14) (146) (439)
Dollar call and put options (i)  37 (16)  (92) (453)
Dollar swap x CDI (liability)   (541) (8)  (70) (207)
MONFORTE 19(c.ii) (133) (2)  (17)  (50)
Nexi 19(c.iii.iv) (84) (1)  (11)  (32)
Other   (1,392) (17) (176) (528)
Financial investments abroad   5,489  67 694  2,083
Dollar swap x IPCA (liability)   (678)  23  (33) (156)
Export credit notes   (484) (6)  (61) (184)
Trade accounts receivable   2,890  35 366  1,097
           
          Gain (losses)
    Exposure value Probable Reasonably possible Possible
Instrument / Sensitivity   as December 31, 2023 (11,75%) (14,76%) (20,77%)
           
CDI/Selic interest rate          
Debentures   (3,048)    (555)  (1,900)
Financial investments in local currency   12,108    327 982
Export credit notes   (347)     (35) (113)
Note of rural product (CPR)   (482)     (33) (104)
Dollar swap x CDI (asset)    577         
Leniency agreement   (577)     (17)  (53)
           
          Gain (losses)
    Exposure value Probable Reasonably possible Possible
Instrument / Sensitivity   as December 31, 2023 (4,46%) (5,26%) (6,3%)
           
IPCA interest rate          
Debêntures   (64)        (1)
BNDES   (338) 5  (22)  (68)
Debêntures - CRA   (798)  11  (44) (137)
Dollar swap x IPCA (asset)    808  72 29 77
           
          Gain (losses)
    Exposure value Probable Reasonably possible Possible
Instrument / Sensitivity   as December 31, 2023 (5,33%) (11,3%) (23,22%)
           
Selic interest rate          
Export prepayments   (2,170)  28 (223) (668)
Export credit notes   (484) 7  (59) (176)
Nexi   (84) 2  (17)  (51)
SACE   (1,156)  24 (191) (574)
MONFORTE   (133) 1  (12)  (36)
Investments   (1,577)  31 (248) (744)
Other   (1,392)  16 (132) (396)
           
           
          Gain (losses)
    Exposure value Probable Reasonably possible Possible
Instrument / Sensitivity   as December 31, 2023 (EURBRL 5,44) (EURBRL 6,01) (EURBRL 7,32)
           
Brazilian real/EUR exchange rate          
Trade accounts receivable    472 8 58 173

(i)The Company is in the put options.

F-56  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

20 Taxes payable

Schedule of taxes payable      
       
     2023 2022
Brazil      
 IPI    66  74
 ICMS    227  218
 PIS and Cofins    29  20
 Other   9  105
        
Other countries      
 Value-added tax    119  150
 Tax on financial income   143  222
Total    593  789
        
Current liabilities    387  491
Non-current liabilities   206  298
Total    593  789

21 Income taxes

Income taxes comprises current and deferred taxes. It is recognized in profit or loss except to the extent that it relates to items directly recognized in other comprehensive (loss) income.

21.1 Current income taxes

Current income taxes comprise the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted at the reporting date. Current tax also includes any tax arising from dividends. Current tax assets and liabilities are offset only if certain criteria are met.

As of December 31, 2023, the amount presented as recoverable income taxes under current assets is R$ 428 (2022: R$ 392) and under non-current assets is R$ 292 (2022: R$ 253).

(a) Exclusion of inflation adjustment by Selic (economy´s basic interest rate) on undue tax payments from taxable income

In July 2010, Braskem and the merged companies in previous years, filed lawsuits claiming exception from the levying of Brazilian income taxes (hereinafter “IR/CSL”) on amounts they received as interest on late payment, since they do not represent any equity increase. On September 24, 2021, through Special Appeal 1.603.187, the Federal Supreme Court (“STF”) stated that “the levying of IR/CSL on amounts updated by the Selic rate, received due to repetition of undue tax payments, is unconstitutional.”

The benefits obtained by the Company are disclosed in the effective tax rate reconciliation table (note 21.1(c)).

F-57  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b) Use of tax losses in Braskem Idesa

Mexico’s federal revenue service (“SAT”) has been questioning Braskem Idesa and Braskem SOFOM about the criteria and assumptions adopted in the calculation of income tax. With the intermediation from the Taxpayer Defense Attorney of Mexico (“Prodecon”), on February 3, 2023, Braskem Idesa and Braskem SOFOM signed an agreement, in which Braskem SOFOM agreed to settle the income taxes proposed by SAT and Braskem Idesa reviewed the accrued tax losses in certain periods, resulting in a reduction in deferred tax credits of R$ 892, recorded on December 31, 2022 with a corresponding entry under deferred income tax expense.

(c) Reconciliation of effective tax rate

Schedule of income tax and social contribution reconciliation       
   2023 2022 2021
        
(Loss) profit before income taxes  (6,192)  47 17,961
         
Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%)  2,105  (16) (6,107)
         
Permanent adjustments to the Income taxes calculation basis        
Results from equity-accounted investees  2  12 2
Thin capitalization (i) (613)  (360) (7)
Tax benefits   145    137
Reduction of tax loss     (892)   
Different jurisdictional taxes rates for companies abroad and tax basis (ii) 770 1,030 1,980
Taxes on dividends distribution   (836)  (455)  (265)
Exclusion of inflation adjustement by Selic on undue tax payments from taxable income   38  39  501
Other permanent adjustments   (309)  (226)  (241)
         
Effect of income taxes on results of operations  1,302  (868) (3,999)
        
Breakdown of income taxes:       
        
Current income taxes       
Current year   (191) (1,004) (3,834)
Total current expenses    (191) (1,004) (3,834)
         
Deferred income taxes       
Origination and reversal of temporary differences  6 1,192  (246)
Tax losses  1,487 (1,056) 81
Total deferred income taxes   1,493  136  (165)
         
Total  1,302  (868) (3,999)
         
Effective rate (iii)21.0% 1846.8% 22.3%

(i)Includes the amount from the adjustment of interest rates in financial operations with subsidiaries in accordance with sub-capitalization tax rules.
(ii)Besides the differences on tax basis calculation, it includes the impact from the difference between Brazilian tax rate (34%) and the tax rates in countries where the subsidiaries abroad are located.
(iii)The effects presented in the reconciliation of the effective rate, in relation to the profit before taxes as of December 31, 2022, resulted in an effective rate in 2022 as of 1847.8%, the main effect is described in Note 21.1(b).

F-58  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

21.2 Deferred income taxes

Deferred income taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax assets are recognized for unused tax losses and deductible temporary differences to the extent that it is probable that future taxable profits will be available against which they can be used. Future taxable profits are determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary differences is insufficient to recognize a deferred tax asset in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered, based on the business plans for the Company and its subsidiaries individually.

The measurement of deferred taxes reflects the tax consequences that would follow from how the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Annually, the Company revises its projection of taxable income based on its Business Plan.

The Business Plan is prepared annually by the Executive Board, and its main variables include projections for the prices of the products produced by the Company, the prices of raw materials, the growth in gross domestic product of each country in which the Company operates, exchange rate variation, interest rates, inflation rates and fluctuations in supply and demand for inputs and finished goods.

In evaluating the plan, the Company uses its historical performance, strategic planning and market projections produced by third party consulting firms, which are reviewed and supplemented based on Management´s experience.

Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized; such reductions are reversed when the probability of future taxable profits improves. Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that it has become probable that future taxable profits will be available against which they can be used.

Deferred tax assets and liabilities are offset only if certain criteria are met.

F-59  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(a) Movement in deferred tax balances

Schedule of changes in balances of deferred tax assets and liabilities              
Assets As of December 31, 2022 Impact on the P&L Other
comprehensive
income
 As of December 31, 2022 Impact on the P&L Other
comprehensive
income
 As of December 31, 2023
               
Tax losses (IR) and negative base (CSL) 3,355 (957)   2,398 1,487   3,885
Exchange variations 4,280 (937)   3,343 (1,274)   2,069
Temporary adjustments 4,782 (216)   4,566 (180) 8 4,394
Lease   1,197   1,197 429   1,626
Business combination              
Tax credits(i)  698   698 83   781
Other 147 (28)   119 (441)   (322)
  12,564 (243)   12,321 104 8 12,433
               
Liabilities              
Amortization of goodwill based on future profitability 725 (3)   722 (1)   721
Tax depreciation 4,177 (125)   4,052 4   4,056
PIS/COFINS credit - exclusion of ICMS
 from the calculation basis
 331 (142)   189 -    189
Temporary adjustments 89 331   420 315 16 751
Right of use of assets -  1,116   1,116 477   1,593
Present value adjustment and amortized cost 155 212 57 424 (228) (2) 194
Hedge accounting -  (1,549) 1,549 -  (1,948) 1,948 - 
Amortization of fair value adjustments on
the assets from the acquisiton of Braskem Qpar
 232 (46)   186 (37) (34) 115
Other 5 (173) 174 6 29 13 48
  5,714 (379) 1,780 7,115 (1,389) 1,941 7,667
               
Net 6,850 136 (1,780) 5,206 1,493 (1,933) 4,766
               
Presentation in the balance sheet:              
Non-current assets 8,257     6,359     6,443
(-) Non-current liabilities 1,407     1,153     1,677

(i)Tax credits refer to the income tax paid by subsidiaries abroad, not used by Braskem S.A. in 2022 due to its tax losses, to be used in the coming years.

F-60  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b) Offset for the purpose of presentation in the consolidated statement of financial position

Schedule of deferred taxes offset for the purpose of presentation in the balance sheet             
   2023 2022
              
  Deferred tax assets Deferred tax liabilities Balance Deferred tax assets Deferred tax liabilities Balance
             
Braskem   9,590 (3,744) 5,846  9,112 (3,342) 5,770
Braskem Argentina     (6) (6)  21  (16) 5
Braskem America  390 (1,364) (974)  525 (1,662) (1,137)
Braskem Alemanha   24  (15) 9  23   23
Braskem Idesa   1,840 (2,531) (691)  2,080 (1,840) 240
Braskem Idesa Serviços               
Braskem Mexico  333   333  86   86
B&TC   4  (8) (4)    (17) (17)
Cetrel   34  (4) 30  39  (5) 34
DAC   25  (2) 23  33  (2) 31
Terminal Quimica   13   13  2   2
Voqen     (2) (2)       
Wise   30  (3) 27       
    12,433 (7,667) 4,766  12,321 (7,115) 5,206
              
              
Deferred tax assets      6,443     6,359
Deferred tax liabilities      (1,677)     (1,153)
Balance      4,766     5,206

22 Sundry provisions

Schedule of sundry provision     
    2023 2022
Leniency agreement  1,016 903
Provision for environmental damages(a) 928 1,120
Provision for customers rebates(b) 161 127
Other   120 130
Total   2,225 2,280
         
Current liabilities   1,282 923
Non-current liabilities  943 1,357
Total   2,225 2,280

(a) Leniency agreement

In the context of allegations of undue payments in connection with Operation Car Wash in Brazil, the Company hired external experts in investigation to conduct an independent investigation into such allegations (“Investigation”) and to report their findings.

In December 2016, the Company entered into Leniency Agreements with the Federal Prosecution Office (Ministério Público Federal, hereinafter “MPF Agreement”) and with U.S. and Swiss authorities (“Global Settlement”), in the amount of R$ 3.1 billion (US$957, at the time), which were duly ratified. Further, the Company engaged in a process of cooperation and negotiation with the Ministry of Transparency and the Office of The Federal Controller General (Controladoria-Geral da União, hereinafter “CGU”) and the Office of the Attorney General (Advocacia-Geral da União, hereinafter “AGU”), which culminated in the execution of the leniency agreement with such authorities on May 31, 2019 (“CGU/AGU Agreement” and, jointly with the Global Settlement, “Agreements”), which addresses the same facts that are the subject of the Global Settlement and provides for an additional disbursement of R$ 410 due to the calculations and parameters adopted by CGU/AGU. In addition, in 2019, the State Prosecution Office of Bahia and the State Prosecution Office Rio Grande do Sul adhered to the MPF Agreement. Therefore, no additional payments are expected to be made by the Company.

F-61  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Since 2016, The Company has paid R$ 3,071, distributed as shown below:

Schedule of leniency agreements             
     AGU          
Agreements signed with:  CGU and MPF DoJ (i) OAG (i) MPF SEC (i) Total
                
Amounts paid   878 297 407 1,282 206 3,071

(i)U.S. Department of Justice (“DoJ”); Swiss Office of the Attorney General (“OAG”) and U.S. Securities Exchange Commission (“SEC”).

In August 2023, the Company was notified by CGU about the end of the monitoring period of the Company’s integrity program, and also presented the closing of the monitorship.

In January 2023, the Company offered own and third-party registered warrants to pay the fourth installment under the Leniency Agreement (due on January 30, 2023). The payment confirmation was subject to analysis by relevant authorities. Hence, the Company wrote off the amount related to said installment, recording a liability payable to third parties and writing off its own registered warrant. However, the administrative rule governing this settlement procedure was revoked, and no new regulation on this matter was enacted prior to the expiration of the agreements for acquisition of third-parties registered warrants (on December 31, 2023). As a result, the Company returned this installment amount to the payable balance under the Leniency Agreement, while the requirement to pay such 2023 installment remains suspended, awaiting the enactment of new regulations by the competent authorities. The amount payable under the Leniency Agreement, at December 31, 20162023, is R$ 1,016, of which R$ 840 is under current liabilities and R$ 176 under non-current liabilities.

All amounts(b) Provision for environmental damages

The provision for environmental damages is estimated based on current legal and constructive requirements, technology, price levels and expected remediation plans.

Realized costs and cash outflows may differ from current estimates due to the changes in thousands, except as otherwise stated

3.4Impairment test and analysis

(a)Tangible and intangible assets with defined useful lives

On the reporting date of each of its financial statements, the Company conducts an analysis to determine the existence of any indication that the book balance of long-lived tangible assetslaws and intangible assets with defined useful lives may not be recoverable. This analysis is conducted to assess the existence of scenarios that could adversely affect its cash flow and, consequently, its ability to recover the investment in such assets. These scenarios arise from issues of a macroeconomic, legal, competitive or technological nature.

Some significant and notable aspects consideredregulations, public expectations, prices, new findings by the ongoing studies and analysis of local conditions and changes in remediation technologies.

The time and value of future expenses related to environmental liabilities are reviewed annually, as well as the interest rate used for discounting them to present value.

The Company operates in this analysis include: (i)several countries and is subject to different environmental laws and regulations inherent to the possibility of an oversupply of products manufactured by the Company or of a significant reduction in demandoperations and activities areas. Remediation expenses are incurred over several years due to adverse economic factors; (ii) the prospects of material fluctuations in the prices of productstheir complexity and inputs; (iii) the likelihood of the development ofextension. New information on websites, new technologies or raw materialsfuture developments, such as involvement in investigations by regulatory agencies, may require that could materially reduce production costs and consequently impact sales prices, ultimately leadingwe reevaluate our potential exposure related to environmental matters.

F-62  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The provision is recorded based on the areas in which remediation actions will be necessary. Due to the full or partial obsolescencehigh complexity in identifying potential environmental impacts, alternative solutions and recovery costs estimations, these estimates can only be made with reasonable assurance after the completion of all phases of the industrial facilities of the Company;process to identify and (iv) changes in the general regulatory environment that make the production process of Braskem infeasible or that significantly impact the sale of its products. For this analysis, the Company maintains anin-house team with a more strategic vision of the business and also remains in permanent contact with a team of external consultants. If the aforementioned variables indicate any material risk to cash flows, the Management of Braskem conducts impairment testsinvestigate environmental liabilities, which are in accordance with Note 3.4(b).the phases and protocols established by environmental agencies.

The Company’s assets are grouped initiallyCompany monitors the areas under operating Segments, based on product linesstudy to capture any new facts and production site location. Within each Segment, assets are grouped into Cash-generating units (“CGU”), based solely onchanges in circumstances that change the production site location (countryprognosis of actions to be adopted and consequently affect the estimation of provision for Basic Petrochemicals, region in Brazil). Based on these concepts, the assets are grouped as follows:environmental remediations.

Reportable operating segments:

Basic petrochemicals:

CGU UNIB Bahia: represented by assetsAs of the basic petrochemicals plants located in the state of Bahia;

CGU UNIB South: represented by assets of the basic petrochemicals plants located in the state of Rio Grande do Sul;

CGU UNIB Southeast: represented by assets of the basic petrochemicals plants located in the states of Rio de Janeiro and São Paulo;

Polyolefins:

CGU Polyethylene: represented by assets of the PE plants located in Brazil;

CGU Polypropylene: represented by assets of the PP plants located in Brazil;

CGU Renewables: represented by the assets of the Green PE plant located in Brazil;

Vinyls:

CGU Vinyls: represented by assets of PVC and chloride soda plants located in Brazil;

United States and Europe:

CGU Polypropylene USA: represented by assets of PP plants located in the United States;

CGU Polypropylene Europe: represented by assets of PP plants located in Germany;

Mexico:

Represented by the assets of the ethylene and PE plants located in Mexico.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts2023, the amount recorded in thousands, except as otherwise stated

current liabilities is R$ 99 (2022: R$ 180) and in non-current liabilities is R$ 829 (2022: R$ 940).

 

Discontinuation of the Chemical Distribution operating segment:(c) Rebates

This segment was represented by the assets of the subsidiaries Quantiq and IQAG, and was discontinued based on the decision to divest such companies (Note 5).

(b)Intangible assets with indefinite useful lives

The balances of goodwill from future profitability arising from business combinations are tested for impairment once a year. These tests are based on the projected cash generation for a five-year period, which are extracted from the business planSome sales agreements of the Company and citedprovide for a rebate in Note 3.1. In addition toproducts should certain sales volumes be achieved within the projected cash flow for theyear, six-month period from 2017 to 2021, perpetuity is also calculated basedor three-month period, depending on the long-term visionagreement. The bonus is recognized monthly as an accrual, reducing net revenue, assuming that the minimum contractual amount will be achieved.

(d) Changes in provisions

Schedule of changes in provision         
  Leniency  Recovery of      
  agreement environmental damage Rebate Other Total
           
December 31, 2021  1,123 1,035 101 153  2,412
               
Additions, monetary adjustments and exchange variation 98  299 184 20 601
Write-offs through usage and payments (318)  (214) (158) (43) (733)
           
December 31, 2022 903 1,120 127 130  2,280
           
Additions, monetary adjustments and exchange variation 113  108 155  8 384
Write-offs through usage and payments     (300) (121) (18) (439)
           
December 31, 2023  1,016  928 161 120  2,225

23 Provisions for legal proceedings and without considering growth in real terms for this calculation.Cash flows and perpetuity are adjusted to present value at a discount rate based on the Weighted Average Cost of Capital (“WACC”).

The goodwill allocated to the Polyolefins operating segment (Note 14 (a)) was generated in a business combination that resulted in the simultaneous acquisition of polypropylene and polyethylene plants. The main raw materials of these plants were already supplied by the Company, which allowed for the obtainment of significant synergies in the operation. These synergies were one of the main drivers of that acquisition. Accordingly, the Company’s management tested this goodwill for impairment in the ambit of their operating segment since the benefits of the synergies are associated with all units acquired.

The remaining existing goodwill is allocated to the UNIB Sul CGU and to the Vinyls operating segment (Note 14(a)).

Goodwill from future profitability are presented in Note 14. Said note also presents the results of impairment tests.

3.5Contingencies

Existing contingent liabilities and provisions are mainly related to discussions

Braskem is a defendant in the judicial and administrative spheres arising from primarily labor, pension, civil and tax lawsuits and administrative procedures.

proceedings arising from the normal course of its business. The Management, of Braskem, based on the opinionits assessment and that of its external legal advisors, classifies these proceedings in terms of probability of loss as follows:

Probable chance of loss – these are proceedings: present obligation for which there is a higher probabilityprobable that an outflow of loss than of a favorable outcome, i.e.,resources will be required to settle the probability of loss exceeds 50%.obligation. For these proceedings, the Company recognizesclaims, a provision is recognized based on an estimated amount of the obligation that is determined as follows:reflects the expected outflow of resources (see Note 23.1).

(i)labor claims – the amount of the provision corresponds to the amount to be disbursed as estimated by the Company’s legal counsels;

(ii)tax claims - the amount of the provision corresponds to the value of the matter plus charges corresponding to the variation in the Selic rate; and

(iii)other claims – the amount of the provision corresponds to the value of the matter.

Possible loss – these are proceedingschance of loss: present obligation for which the possibility of lossoutflow resources is greater than remote. The loss may occur, however, the elements available are not sufficient or clear to allow for a conclusion on whether the trend is for a loss or a gain. In percentage terms, the probability of loss is between 25%remote and 50%.less than probable. For these claims, except for the cases arising from business combinations, the Company does not recognize a provision and mentionsdiscloses the most significant ones in a note to the financial statements (Notematters (see Note 23.2). In business combination

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

F-63  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

transactions, in accordance with the provision in IFRS 3, the Company records the fair value of the claims based on the assessment of loss. The amount of the provision corresponds to the value of the matter, plus charges corresponding to the variation in the Selic rate, multiplied by the probability of loss, as determined by our external counsels.

The Company’s managementManagement believes that the estimates related to the outcome of the proceedings and the possibility of future disbursement may change in view of the following: (i) higher courts may decide in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the of a proceeding involving the Company, without any disbursement or without implying the need of any financial settlement of the proceeding; and (ii) programs encouraging the payment of the debitsdebts implemented in Brazil at the Federal and State levels, in favorable conditions that may lead to a disbursement that is lower than the one that is recognized in the provision or lower than the value of the matter.

The Company’s contingencies are presented in Note 23.

3.6Hedge accounting

The Company designated liabilities in foreign currency to hedge the future cash flows generated by its exports. This decision was based on two important concepts and judgments: (i) the performance of exports according to its business plan (Note 3.2), which are inherent to the market and business where it operates, and (ii) the ability ofIn addition, the Company to refinance its liabilitiesalso is a plaintiff in U.S. dollar, since the priority financing in U.S. dollar is part of the Company’s guidelines and strategy.several lawsuits. In addition to the ability to refinance its U.S. dollar liabilities, the maintenance of a minimum level of net liabilities in U.S. dollar is envisaged in the Financial Policy of the Company.

Braskem Idesa designated all of the financing it obtained for the construction of its industrial plant to protect part of its sales to be made in the same currency as said financing, the U.S. dollar. The sales estimate is included in the project that was presented to the banks/lenders, which, due to the consistency of the projection, granted Braskem Idesa a financing line to be paid exclusively using the cash generated by these sales. All the commercial considerations of the project were based on market studies conducted by expert consulting firms during the feasibility-analysis phase.

All hedge transactions conducted bycases, the Company are in compliance withdiscloses the accounting procedures and practices adopted by Braskem, and effectiveness tests are conducted for each transaction every quarter, which prove the effectiveness of its hedge strategy.

The Company determined that hedged items will be characterized by the first sales in U.S. dollars in each quarter until the amount designated for each period is reached (Note 17). The liabilities designated for hedge will be aligned with the hedging maturity schedule and the Company’s financial strategy.

Under the Financial Policy, the Company may contract financial derivatives (swaps, NDFs, options etc.) to hedge against unwanted changes in currencies and rates. These derivatives may be designated for hedge accounting in accordance with Management’s judgment andcontingent asset when the applicationreceipt of economic benefits is expected to provide a material improvement in the demonstration of the compensatory effect on the variations of the hedged items.

4Risk management

Braskem is exposed to market risks arising from variations in commodity prices, foreign exchange rates and interest rates, credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable, and liquidity risks to meet its obligations from financial liabilities.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Braskem adopts procedures for managing market and credit risks that are in conformity with its Financial Policy approved by the Board of Directors on August 9, 2010. The purpose of risk management is to protect the Company’s cash flows and reduce the threats to the financing of its operating working capital and investment programs.

4.1Market risks

Braskem prepares a sensitivity analysis for foreign exchange rate and interest rate risks to which it is exposed, which is presented in Note 17.6.

(a)Exposure to commodity risks

Braskem’s main feedstocks (naphtha, ethane, propane and propylene) and main products (PE, PP and PVC) are commodities quoted on international markets. A series of factors determine the dynamics of these quotes and said dynamic impacts the result and cash generation of Braskem, which in general does not seek financial instruments to hedge against price fluctuations.

(b)Exposure to foreign exchange risk

Braskem has commercial operations denominated in or pegged to foreign currencies. Braskem’s inputs and products have prices denominated in or strongly influenced by international prices of commodities, which are usually denominated in U.S. dollar. Additionally, Braskem has long-term loans in foreign currencies that expose it to variations in the foreign exchange rate between the functional currency (Brazilian real, Mexican peso and Euro) and the foreign currency, in particular the U.S. dollar. Braskem manages its exposure to foreign exchange risk through the combination of debit, financial investments, accounts receivable and raw material purchases denominated in foreign currencies and through derivative operations. Braskem’s Financial Policy for managing foreign exchange risks provides for the maximum and minimum coverage limits that must be observed and which are continuously monitored by its Management.

On December 31, 2016, Braskem prepared a sensitivity analysis for its exposure to the risks of fluctuation in the U.S. dollar, as informed in Note 17.6.

(c)Exposure to interest rate risk

Braskem is exposed to the risk that a variation in floating interest rates causes an increase in its financial expense due to payments of future interest. Debit denominated in foreign currency subject to floating rates is mainly subject to fluctuations in Libor. Debit denominated in local currency is mainly subject to the variation in the Long-Term Interest Rate (“TJLP”) and in the Interbank Certificate of Deposit (“daily CDI”) rate.

In 2015 and 2016, Braskem held swap contracts (Note 17.3.1) in which it: receives thepre-contractual rate and pays the CDI overnight rate; and receives Libor and pays a fixed rate (Note 17.3.1(b.ii)).

On December 31, 2016, Braskem prepared a sensitivity analysis for the exposure to the floating interest rates Libor, CDI and TJLP, as informed in Notes 17.6(c.1) and (c.2).

4.2Exposure to credit risk

The transactions that subject Braskem to the concentration of credit risks are mainly in current accounts with banks, financial investments and trade accounts receivable in which Braskem is exposed to the risk of the financial institution or customer involved. In order to manage this risk, Braskem maintains bank current accounts and financial investments with major financial institutions, weighting concentrations in accordance with the credit rating and the daily prices observed in the Credit Default Swap market for the institutions, as well as netting contracts that minimize the total credit risk arising from the many financial transactions entered into by the parties.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

On December 31, 2016, approximately 23% of the amounts held in “Cash and cash equivalents” (Note 6) were allocated to financial institutions that had compensation agreements with the Company. The obligations covered by these agreements are included under “Borrowings” (Note 15). The effective netting of these amounts is possible only in the event of default by one of the parties.

With respect to the credit risk of customers, Braskem protects itself by performing a rigorous analysis before granting credit and obtaining secured and unsecured guaranteesprobable. However, when considered necessary including credit insurance.

The maximum exposure to credit risk ofnon-derivative financial instruments on the reporting date is the sum of their carrying amounts less any provisions for impairment losses. On December 31, 2016, the balance of trade accounts receivable was net of allowance for doubtful accounts (Note 8).

4.3Liquidity risk

Braskem has a calculation methodology to determine operating cash and minimum cash for the purpose of, respectively: (i) ensuring the liquidity needed to comply with obligations of the following month; and (ii) ensuring that the Company maintains liquidity during potential crises. These amounts are calculated mainly based on the projected operating cash generation, less short-term debits and working capital needs.

Braskem has two revolving credit lines for the purpose of managing liquidity risks, which may be used without restrictions in function of the Company’s credit quality or in case of deterioration in the macroeconomic scenario, in the amounts of: (i) US$750 million until December 2019; and (ii) US$500 million until September 2019. These credit facilities enable Braskem to reduce the amount of cash it holds. As of December 31, 2016, none of these credit lines had been used.

The table below shows Braskem’s financial liabilities, including amounts derived from the Leniency Agreement (Note 23.3), by maturity. These amounts are calculated from undiscounted cash flows and does not reconcile with the balance sheet.

   Restated 
   Maturity     
   Until
one year
   Between
one and
three years
   Between
three and
five years
   More than
five years
   Total 

Trade payables

   6,678,378    201,686        6,880,064 

Borrowings

   2,736,454    6,858,266    7,871,197    18,477,235    35,943,152 

Braskem Idesa borrowings

   985,004    1,622,544    2,248,464    8,707,034    13,563,046 

Derivatives

   29,042    861,302        890,344 

Loan tonon-controlling shareholder of Braskem Idesa

         1,620,519    1,620,519 

BNDESPAR (Note 25)

   176,846          176,846 

Leniency agreement (Note 23.3)

   1,354,492    325,299    1,058,562    685,353    3,423,706 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

At December 31, 2016

   11,960,216    9,869,097    11,178,223    29,490,141    62,497,677 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

4.4Capital management

The ideal capital structure, according to Braskem’s Management, considers the balance between own capital and the sum of all payables less the amount of cash and cash equivalents and financial investments. This composition meets the Company’s objectives of perpetuity and of offering an adequate return to shareholders and other stakeholders. This structure also permits borrowing costs to remain at adequate levels to maximize shareholder remuneration.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Due to the impact of the U.S. dollar on the Company’s operations, the Management of Braskem believes that the own capital used for capital management purposes should be measured in this currency and on a historical basis. Moreover, the Company may temporarily maintain a capital structure that is different from this ideal. This occurs, for example, during periods of growth, when the Company may finance a large portion of its projects through borrowings, provided that this option maximizes return for shareholders once the financed projects start operating. In order to adjust and maintain the capital structure, the Management of Braskem may also consider the sale ofnon-strategic assets, the issue of new shares or even adjustments to dividend payments.

5Non-currentheld-for-sale assets and discontinued operations

On January 10, 2017, Management of the Company signed a sales agreement of Quantiq and its subsidiary IQAG, which was approved by the Brazilian anti-trust counsel (CADE). The approval of the sale plan was made by Management during the second half of 2016 and the sale offer was approved by the Board of Directors occurred on January 9, 2017.

Quantiq is engaged in the distribution, sale and manufacture of petroleum-based and petrochemical solvents, the distribution and sale of process oils, other petroleum-based inputs, intermediate chemicals, special chemicals and pharmacons. IQAG is engaged in providing storage services.

Although the sale agreement was executed in January 2017, the consolidated financial statements of Quantiq and IQAG are presented asheld-for-sale assets and discontinued operations, since Braskem had already received a firm offer by the buying party before December 31, 2016 and both the Company’s Management and its Board of Directors were committed to the sale plan.

The operating profits or losses of Quantiq and IQAG were presented in the segment information as operating segment “Chemical distribution.” The operating results of this segment were R$29,766 in 2016 and R$53,608 in 2015.

The results of Quantiq and IQAG for 2014, 2015 and 2016 are presented in the line “profit from discontinued operations” on the consolidated statements of operations. The assets and liabilities of these companies in December 31, 2016 are presented in the lines“non-current assetsheld-for-sale” and“non-current liabilitiesheld-for-sale”, respectively.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(a)Assets and liabilities classified asheld-for-sale

Consolidated balances sheets of Quantiq and IQAG.

2016

Assets

Cash and cash equivalents

76,146

Trade accounts receivable

65,626

Inventories

84,296

Taxes recoverable

45,859

Property, plant and equipment

61,037

Intangible assets

6,665

Other assets

20,075

Total assets

359,704

Liabilities

Trade payables

62,692

Payroll and related charges

11,170

Dividends

6,371

Taxes payable

7,064

Other payables

8,099

Total liabilities

95,396

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Results from discontinued operations

Consolidated statements of operations of Quantiq and IQAG.

   2016   2015   2014 

Net sales revenue

   830,754    874,702    842,715 

Cost of products sold and services provided

   (674,619   (702,696   (700,917
  

 

 

   

 

 

   

 

 

 

Gross profit

   156,135    172,006    141,798 
  

 

 

   

 

 

   

 

 

 

Income (expenses)

      

Selling and distribution

   (45,938   (38,856   (46,094

General and administrative

   (77,258   (59,327   (59,148

Other income (expenses), net

   (608   (25,029   (28,783
  

 

 

   

 

 

   

 

 

 

Operating profit

   32,331    48,794    7,773 
  

 

 

   

 

 

   

 

 

 

Financial results

   8,429    (31,967   (11,765
  

 

 

   

 

 

   

 

 

 

Profit (loss) before income tax and social contribution

   40,760    16,827    (3,992
  

 

 

   

 

 

   

 

 

 

Current and deferred income tax and social contribution

   (13,901   (10,445   4,042 
  

 

 

   

 

 

   

 

 

 

Result with discontinued operations

   26,859    6,382    50 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)Cash flow from discontinued operations

Consolidated cash flow statements of Quantiq and IQAG.

   2016   2015   2014 

Profit (loss) before income tax and social contribution

   40,760    16,827    (3,992

Adjustments for reconciliation of profit (loss)

      

Depreciation, amortization and depletion

   5,428    5,639    5,834 

Interest and monetary and exchange variations, net

   (867   17,090    17 

Other

   93    61   
  

 

 

   

 

 

   

 

 

 
   45,414    39,617    1,859 
  

 

 

   

 

 

   

 

 

 

Changes in operating working capital

   41,642    (18,720   3,469 
  

 

 

   

 

 

   

 

 

 

Cash from operations

   87,056    20,897    5,328 
  

 

 

   

 

 

   

 

 

 

Acquisitions to property, plant and equipment

   (5,491   (8,749   (4,859

Other

     214   
  

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

   (5,491   (8,535   (4,859
  

 

 

   

 

 

   

 

 

 

Short-term and long-term debt

      

Obtained

     44,254   

Payments

   (57,543   (2,121   (350

Related parties

      

Obtained

   26,469    24,553    19,951 

Payments

   (35,094   (24,646   (19

Dividends paid

   (6,029   (2,380   (12,907
  

 

 

   

 

 

   

 

 

 

Net cash provided by financing activities

   (72,197   39,660    6,675 
  

 

 

   

 

 

   

 

 

 

Increase in cash and cash equivalents

   9,368    52,022    7,144 
  

 

 

   

 

 

   

 

 

 

Represented by

      

Cash and cash equivalents at the beginning for the year

   66,778    14,756    7,612 

Cash and cash equivalents at the end for the year

   76,146    66,778    14,756 
  

 

 

   

 

 

   

 

 

 

Increase in cash and cash equivalents

   9,368    52,022    7,144 
  

 

 

   

 

 

   

 

 

 

6Cash and cash equivalents

       2016   2015   1/1/2015 
           Restated   Restated 

Cash and banks

   (i   2,178,611    873,966    227,237 

Cash equivalents:

        

Domestic market

     2,914,685    2,015,274    2,148,946 

Foreign market

   (i   1,608,568    4,154,022    1,515,088 
    

 

 

   

 

 

   

 

 

 

Total

     6,701,864    7,043,262    3,891,271 
    

 

 

   

 

 

   

 

 

 

(i)On December 31, 2016, it includes cash and banks of R$172,390 (R$96,830 on December 31, 2015) and cash equivalents of R$29,169 (R$37,809 on December 31, 2015) of the subsidiary Braskem Idesa, available for use exclusively in its project.

This item includes cash, bank deposits and highly liquid financial investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. Investments normally only qualify as cash equivalent if they have a short maturity of three months or less from the date of acquisition.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Cash equivalents in Brazil are mainly represented by fixed-income instruments and time deposits held by the FIM Jupiter fund. Cash equivalents abroad mainly comprise fixed–income instruments issued by first-class financial institutions (time deposit) with high market liquidity.

7Financial investments

       2016   2015   1/1/2015 
           Restated   Restated 

Loans and receivables

        

Time deposit investments

   (i   434,015      85,573 

Held-for-trading

        

Letras financeiras do tesouro- LFT

   (ii   755,712    413,721    104,702 

Other

     756    1,172    4,155 

Held-to-maturity

        

Quotas of investment funds in credit rights

       46,193    42,495 
    

 

 

   

 

 

   

 

 

 

Total

     1,190,483    461,086    236,925 
    

 

 

   

 

 

   

 

 

 

Current assets

     1,190,483    414,893    194,431 

Non-current assets

       46,193    42,494 
    

 

 

   

 

 

   

 

 

 

Total

     1,190,483    461,086    236,925 
    

 

 

   

 

 

   

 

 

 

(i)Time deposit given as cash collateral to fulfill the commitment of Braskem with for the project finance of the subsidiary Braskem Idesa.
(ii)Government bondsheld-for-trading refers to Brazilian floating-rate government bonds (“LFTs”). These bonds have maturity above three months, immediate liquidity and expected realization in the short term.

8Trade accounts receivable

The Company’s billing period is generally 30 days; therefore, the amount of the trade accounts receivable corresponds to their fair value on the date of the sale. The Company realizes part of its trade accounts receivable through the sale of trade notes to funds that acquire receivables. These operations are not entitled to recourse, for which reason the trade notes arewritten-off at the moment of the operation.

   2016   2015   1/1/2015 
       Restated   Restated 

Customers

      

Domestic market

   869,306    1,439,133    1,523,458 

Foreign market

   1,215,626    1,664,371    1,233,569 

Allowance for doubtful accounts

   (380,559   (327,974   (322,831
  

 

 

   

 

 

   

 

 

 

Total

   1,704,373    2,775,530    2,434,196 
  

 

 

   

 

 

   

 

 

 

Current assets

   1,634,137    2,755,708    2,409,146 

Non-current assets

   70,236    19,822    25,050 
  

 

 

   

 

 

   

 

 

 

Total

   1,704,373    2,775,530    2,434,196 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The breakdown of trade accounts receivable by maturity is as follows:

   2016   2015   1/1/2015 
       Restated   Restated 

Accounts receivables not past due

   1,668,063    2,486,662    1,973,466 

Past due securities:

      

Up to 90 days

   173,125    309,585    531,966 

91 to 180 days

   15,325    52,757    45,271 

As of 180 days

   228,419    254,500    206,324 
  

 

 

   

 

 

   

 

 

 
   2,084,932   3,103,504   2,757,027 

Allowance for doubtful accounts

   (380,559   (327,974   (322,831
  

 

 

   

 

 

   

 

 

 

Total customers portfolio

   1,704,373    2,775,530    2,434,196 
  

 

 

   

 

 

   

 

 

 

The changes in the allowance for doubtful accounts are presented below:

   2016   2015   1/1/2015 

Balance of provision at the beginning of the year

   (327,974   (322,831   (282,753

Provision in the year

   (102,065   (51,368   (81,078

Write-offs

   38,499    46,225    41,000 

Transfers ofnon-current assets held for sale

   10,981     
  

 

 

   

 

 

   

 

 

 

Balance of provision at the end of the year

   (380,559   (327,974   (322,831
  

 

 

   

 

 

   

 

 

 

The methodology adopted by the Company for recognizing the provision for impairment is based on the history of losses and considers the sum of (i) 100% of the amount of receivables past due for over 180 days; (ii) 50% of the amount of receivables past due between 90 and 180 days; (iii) 100% of the amount of receivables under judicial collection (iv) all the receivables from the first renegotiation maturing within more than 24 months; and (v) 100% of the receivables arising from a second renegotiation with customers. Receivables from subsidiaries are not considered in this calculation. This methodology is revised on an annual basis by the Management of the Company.

9Inventories

       2016   2015   1/1/2015 
           Restated   Restated 

Finished goods

     3,444,898    4,017,910    3,932,380 

Raw materials, production inputs and packaging

     1,407,399    1,510,244    1,067,512 

Maintenance materials

     312,167    289,568    247,327 

Advances to suppliers

   (i   103,267    315,234    346,885 

Imports in transit and other

     31,816    110,787    94,206 
    

 

 

   

 

 

   

 

 

 

Total

     5,299,547    6,243,743    5,688,310 
    

 

 

   

 

 

   

 

 

 

Current assets

     5,238,014    6,108,697    5,619,322 

Non-current assets

     61,533    135,046    68,988 
    

 

 

   

 

 

   

 

 

 

Total

     5,299,547    6,243,743    5,688,310 
    

 

 

   

 

 

   

 

 

 

(i)In this item, includes advance to a power supplier that is being realized through a reduction in the electricity tariff between January 1, 2016 and January 31, 2022, of which R$15,069 in current and R$61,533 innon-current.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Inventories of finished products are stated at average cost of purchase or production or the estimated price of sale or acquisition, excluding taxes, whichever is lower.

The value of finished products includes raw materials, ancillary and maintenance materials used, depreciation of industrial facilities, expenses with Company’s and third-party personnel involved in industrial production and maintenance, and logistics expenses with the transfer of these products from the plants to the sale terminals.

On December 31, 2016, finished products has lower value than the net realizable value and it is not necessary to record a provision. In 2015, a provision of R $2,875 was recorded. For this estimate, the Company considers the sale price projected for the period during which it expects to sell the product. This period is determined based on the historical data for the turnover of the respective inventory.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

10Related parties

Balance sheet for associated companies, jointly-controlled investment and related companies

 
   2016   2015 
Balance sheet  Odebrecht and
subsidiaries
   Petrobras and
subsidiaries
   Other   Total   Odebrecht and
subsidiaries
   Petrobras and
subsidiaries
   Other   Total 

Assets

                

Current

                

Trade accounts receivable

   5,634    33,843    28,390    67,867    12,851    141,550    33,997    188,398 

Inventories

     5,434      5,434    138,619        138,619 

Dividends and interest on capital

       14,986    14,986        1,998    1,998 

Related parties

   50        50      9,927    580    10,507 

Non-current

                

Advances to suppliers

           58,443        58,443 

Related parties

                

Intercompany loan

             78,332      78,332 

Other receivabels

             66,301      66,301 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

   5,684    39,277    43,376    88,337    209,913    296,110    36,575    542,598 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Liabilities

                

Current

                

Trade payables

   77,461    904,090    1,226    982,777    284,973    1,400,485    2,011    1,687,469��
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

   77,461    904,090    1,226    982,777    284,973    1,400,485    2,011    1,687,469 
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Transactions between associated companies, jointly-controlled investment and related companies

 
   2016   2015   2014 
                                           Restated 
   Odebrecht and
subsidiaries
  Petrobras and
subsidiaries
   Other   Total   Odebrecht and
subsidiaries
  Petrobras and
subsidiaries
   Other   Total   Odebrecht and
subsidiaries
  Petrobras and
subsidiaries
   Other  Total 

Transactions

                    

Sales of products

   49,051   2,023,815    562,709    2,635,575    64,093   1,620,335    475,836    2,160,264    82,750   1,817,056    326,586   2,226,392 

Purchases of raw materials, finished goods services and utilities

   1,564,103(i)   12,291,190    56,170    13,911,463    3,692,625(i)   12,488,618    108,688    16,289,931    3,631,198(i)   18,183,600    70,700   21,885,498 

Financial income (expenses)

   (21  6,452      6,431     6,723      6,723     964     964 

General and administrative expenses

                    

Post-employment benefits

      41,845    41,845       44,466    44,466       20,695   20,695 

Gain from divestment of asset

                 277,338(ii)      277,338 

Other

                    72,299(iii)   72,299 

(i)Includes expenses with the Braskem Idesa project, of which R$734,263 related to fiscal year 2016,R$3,177,121 related to fiscal year 2015 and R$3,297,400 related to fiscal year 2014 (Note 17).
(ii)Amount related to divestment in subsidiary (Note 1(a.i)).
(iii)The entities that have received the payments without corresponding services mentioned in Note 23.3(b) were considered as related parties of Braskem.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

As provided for in the Company’s bylaws, the Board of Directors has the exclusive power to decide on any contract with related parties, except to the purchase of raw materials that exceed R$ 5,000 per operation or R$ 15,000 altogether per year. This prevision encompasses contracts between the Braskem S.A. and its subsidiaries with (i) any of its common shareholders and (ii) directors of the Company, its shareholder or its subsidiary or its respective related parties.

Pursuant to Brazilian Corporation Law, officers and directors are prohibited from: (i) performing any acts of liberality with the use of the Company’s assets and in its detriment; (ii) intervening in any operations in which these officers and directors have a conflict of interest with the Company or in resolutions in which they participate; and (iii) receiving, based on their position, any type of personal advantage from third parties, directly or indirectly, without an authorization under the Bylaws or by the shareholders’ meeting.

As part of the control to identify related parties, the officers and directors of Braskem are asked, on an annual basis, if they or their direct family members have any kind of relevant interaction, equal to or greater than R$5,000, with companies that transact with Braskem and its subsidiaries. Such interaction may be in the form of holding an equity interest or participating in the management process of the company. For fiscal years 2015 and 2016, the companies that were informed by the managers are included in this note.

The related parties that have significant relationship with the Company are as follows:

Odebrecht and its direct and indirect subsidiaries:

Agro Energia Santa Luzia S.A.

Cetrel S.A. (“Cetrel”).

Construtora Norberto Odebrecht S.A. (“CNO”).

Odebrecht Agroindustrial Participações S.A.

Santo Antônio Energia S.A. (“SAESA”).

Usina Conquista do Pontal S.A.

Petrobras and its direct and indirect subsidiaries:

Petrobras: shareholder of Braskem.

Petrobras Distribuidora (“BR Distribuidora”).

Refinaria Alberto Pasqualini (“REFAP”).

Joint ventures of Braskem:

Refinaria de Petróleo Riograndense S.A (“RPR”).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The main agreements with related parties, in the period ended December 31, 2016 and December 31, 2015, except subsidiaries of the Company, are as follows:

Odebrecht and its subsidiaries:

(i)In March 2016, an agreement was entered into with Usina Conquista do Pontal S.A., with Agro Energia Santa Luzia S.A. and with Odebrecht Agroindustrial Participações S.A. to ensure the continued supply of hydrous ethanol to the Company, with technical flexibilities and differentiated commercial conditions, through an advance duly restated by the market rate and guaranteed by Odebrecht S.A., the balance of which was fully settled during 2016. The price of hydrous ethanol is based on the Monthly Rate published by the Luiz de Queiroz College of Agriculture (ESALQ) Hydrous Fuel – São Paulo, in R$/liter, of the reference month and with a discount. The agreement has an estimated maximum amount of R$305,000 and is valid through April 30, 2017.

On December 27, 2016, the Company signed an amendment modifying the type of invoicing for feedstock purchases. The amendment determines that the price practiced at time of delivery is the lesser of the ceiling established in the amendment and the reference established in the original contract.

(ii)In July 2016, a service agreement was executed by Cetrel to treat wastewater produced by the Braskem industrial units located in the Camaçari Petrochemical Complex. The agreement has an estimated maximum value of R$77.000 and is valid through December 31, 2019.

(iii)In August 2016, a power purchase agreement was executed with SAESA to supply Braskem’s industrial units. The agreement has an estimated maximum value of R$517,000 and is valid for 13 years as from January 1, 2017.

Petrobras and its subsidiaries:

(i)On December 23, 2015, Braskem and Petrobras entered into an agreement for the annual purchase of 7 million tons of petrochemical naphtha for five years. This agreement includes commercial renegotiation rights for both parties as of the third year, in case of changes in certain market conditions. The established price is 102.1% of ARA international benchmark, which is the average price of inputs in the European ports of Amsterdam, Rotterdam and Antwerp).

(ii)In February 2016, the agreement with Petrobras for the purchase of aliphatic solvent was extended until March 2017, under the same terms and conditions of the agreement signed in July 2015.

(iii)As from June 2016, Braskem maintains agreements for the sale of gasoline to BR Distribuidora, which is renewed on a monthly basis. Sales in the year amount to R$474,472.

(iv)In November 2016, the Company entered into an agreement with Petrobras for the purchase of 108,000 tons of polymer-grade propylene through REFAP, with duration of 5 years.

Joint ventures of Braskem:

(i)In 2016, the sales of gasoil to RPR amounted to R$95,125. The product is used as feedstock in its diesel oil production process and the agreements were made on a spot basis.

(ii)Since March 2016, Braskem has had agreements for the sale of gasoline to RPR, renewable on a monthly basis. Sales in the year amount to R$264,615.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Key management personnel

The Company considers “Key management personnel” to be the members of the Board of Directors and the Executive Board, composed of the CEO and vice-presidents. Not all the members of the Executive Board are members of the statutory board.

Income statement transactions

  2016   2015   2014 

Remuneration

      

Short-term benefits

   44,277    46,562    35,963 

Post-employment benefit

   515    272    256 

Long-term incentives

       560 
  

 

 

   

 

 

   

 

 

 

Total

   44,792    46,834    36,779 
  

 

 

   

 

 

   

 

 

 

11Taxes recoverable

       2016   2015   1/1/2015 
           Restated   Restated 

Brazil

        

IPI

     38,909    23,996    20,456 

Value-added tax on sales and services (ICMS) - normal operations

   (a   495,339    403,842    413,066 

ICMS - credits from PP&E

     125,145    121,954    131,153 

Social integration program (PIS) and social contribution on revenue (COFINS) - normal operations

     32,823    69,431    675,983 

PIS and COFINS - credits from PP&E

     253,503    230,030    244,194 

Income tax and social contribution (IR and CSL)

   (b   605,058    958,567    706,427 

REINTEGRA program

   (c   53,129    274,654    263,771 

Federal supervenience

   (d   155,533    173,436    170,264 

Other

     1,046    14,281    9,217 

Other countries

        

Value-added tax

     132,152    277,751    547,947 

Income tax (IR)

     19,103    80,600    27,439 

Other

     2,628    1,559    1,336 
    

 

 

   

 

 

   

 

 

 

Total

     1,914,368    2,630,101    3,211,253 
    

 

 

   

 

 

   

 

 

 

Current assets

     826,015    1,312,341    2,152,121 

Non-current assets

     1,088,353    1,317,760    1,059,132 
    

 

 

   

 

 

   

 

 

 

Total

     1,914,368    2,630,101    3,211,253 
    

 

 

   

 

 

   

 

 

 

(a)ICMS – normal operations

Accumulated ICMS credits over the past few years arises mainly from domestic sales subject to deferred taxation and export sales.

The Management of the Company has been prioritizing a series of actions to maximize the use of these credits and currently does not expect losses on their realization. These include the maintenance of the terms of the agreements with the states in which the Company produces petrochemical products in order to defer the ICMS tax levied on naphtha purchases, which increases the effective monetization of the balances.

(b)IR and CSL

Accumulated IR and CSL arises from prepayments of these taxes and retentions on income from financial investments over the past few years.

The realization of these credits occurs in two ways: (i) offset of overdue or falling due liabilities related to taxes levied by the Federal Revenue Service; or (ii) cash reimbursement. Diverse tax refund claims were already filed with Brazil’s Federal Revenue Service.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)REINTEGRA Program

The REINTEGRA program aims to refund to exporters the federal taxes levied on the production chain for goods sold abroad. The amount to be refunded is equivalent to the following percentages of all export revenue, in accordance with Federal Law 13,043/14 and Executive Order 8,543/15:

(i)3%, between October 1, 2014 and February 28, 2015;

(ii)1%, between March 1, 2015 and November 30, 2015;

(iii)0.1% between December 1, 2015 and December 31, 2016;

(iv)2% between January 1, 2017 and December 31, 2017; and

(v)3% between January 1, 2018 and December 31, 2018.

Such credits may be realized in two ways: (i) by offsetting own debits overdue or undue related to taxes levied by the Federal Revenue Service; or (ii) by a cash reimbursement.

In the fiscal year ended December 31, 2016, the Company recognized credits in the amount of R$8,694 (R$102,273 in 2015) and offset the amount of R$230,220 (R$91,389 in 2015). In the Statement of operations, credits were recognized in the item “Cost of products sold.”

(d)Federal supervenience

This item includes credits arising from legal discussions regarding the legality and constitutionality of various taxes and contributions in which the Company has already obtained a favorable ruling or has unquestionable precedents in its favor. These amounts will be realized after the use of other credits described above in this Note.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

12Investments in subsidiaries and jointly-controlled investments

(a)Information on investments

   Interest in total
and voting
   Adjusted net profit (loss)
for the year
  Adjusted
equity
 
   capital (%) - 2016   2016  2015  2014  2016   2015 

Jointly-controlled investment

         

RPR

   33.20    86,682   24,784   (3,166  175,896    145,551 

Odebrecht Comercializadora de Energia S.A. (“OCE”)

   20.00    (5,720  10,490   129   5,721    11,441 

Associates

         

Borealis Brasil S.A. (“Borealis”)

   20.00    10,538   (3,914  7,246   162,629    158,366 

(b)Changes in investments

   Balance at
Dec/2015
   Dividends
and interest
on equity
  Effect
of results
  Write-off  Other
comprehensive
income
  Balance at
Dec/2016
 

Associates

        

Borealis

   31,673    (1,200  2,053     32,526 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   31,673    (1,200  2,053     32,526 

Jointly-controlled investments

        

OCE

   2,289     (1,144    1,145 

RPR

   48,328    (12,914  28,780    (5,790  58,404 

Other

   4,064      (3,826   238 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   54,681    (12,914  27,636   (3,826  (5,790  59,787 

Total

   86,354    (14,114  29,689   (3,826  (5,790  92,313 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)Impact on the consolidation of Braskem Idesa

In compliance with IFRS 12, the Company is presenting the financial statements of the subsidiary in which thenon-controlling shareholder holds interest, and the effects on the Company’s consolidated statements.

Balance sheet  Consolidated Braskem                   
   without the effects of                   
   Braskem Idesa consolidated  Braskem Idesa consolidated (i)  Eliminations  Consolidated 
Assets  2016   2015  2016  2015  2016  2015  2016  2015 
                         Restated 

Curent

          

Cash and cash equivalents

   6,500,265    6,908,623   201,599   134,640     6,701,864   7,043,263 

Financial investments

   1,190,483    414,893       1,190,483   414,893 

Trade accounts receivable

   1,455,893    2,652,706   247,465   120,848   (69,221  (17,846  1,634,137   2,755,708 

Inventories

   4,862,571    5,935,568   375,443   173,129     5,238,014   6,108,697 

Taxes recoverable

   710,982    1,093,270   115,033   219,071     826,015   1,312,341 

Other receivables

   278,865    475,663   27,170   29,260    (57  306,035   504,866 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   14,999,059    17,480,723   966,710   676,948   (69,221  (17,903  15,896,548   18,139,768 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current assets held for sale

   359,704         359,704  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   15,358,763    17,480,723   966,710   676,948   (69,221  (17,903  16,256,252   18,139,768 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current

          

Taxes recoverable

   1,088,304    1,317,691   49   69     1,088,353   1,317,760 

Deferred tax

   189,613    2,379,250   1,463,502   825,416     1,653,115   3,204,666 

Related parties

   4,690,672    4,556,671      (ii)   (4,690,672  (4,412,038   144,633 

Other receivables

   648,511    800,169   29,823   32,011     678,334   832,180 

Property, plant and equipment

   18,814,175    19,683,454   11,171,400   15,134,641(iii)   (648,865  (717,806  29,336,710   34,100,289 

Intangible

   2,667,708    2,806,734   141,379   80,870     2,809,087   2,887,604 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   28,098,983    31,543,969   12,806,153   16,073,007   (5,339,537  (5,129,844  35,565,599   42,487,132 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total assets

   43,457,746    49,024,692   13,772,863   16,749,955   (5,408,758  (5,147,747  51,821,851   60,626,900 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Liabilities and shareholders’ equity

          

Current

          

Trade payables

   6,335,452    11,962,001   278,905   429,400   (69,221  (17,846  6,545,136   12,373,555 

Borrowings

   2,594,463    1,969,993       2,594,463   1,969,993 

Braskem Idesa Borrowings

      10,437,791   302,266     10,437,791   302,266 

Payroll and related charges

   540,405    588,148   22,050   22,138     562,455   610,286 

Taxes payable

   611,231    968,308   12,849   34,965     624,080   1,003,273 

Other payables

   2,053,031    1,333,814   125,955   49,808     2,178,986   1,383,622 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   12,134,582    16,822,264   10,877,550   838,577   (69,221  (17,846  22,942,911   17,642,995 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current liabilities held for sale

   95,396         95,396  
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   12,229,978    16,822,264   10,877,550   838,577   (69,221  (17,846  23,038,307   17,642,995 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Non-current

          

Loan agreements

   20,736,604    25,380,518       20,736,604   25,380,518 

Braskem Idesa Borrowings

       11,975,167      11,975,167 

Accounts payable to related parties

      4,698,881   4,372,482(ii)   (4,698,881  (4,372,482  

Non-controlling loan in Braskem Idesa

       (v)   1,620,519   1,538,784     1,620,519   1,538,784 

Provision for losses on subsidiaries

   3,053,637    2,054,654      (iv)   (3,053,637  (2,054,654  

Other payables

   4,698,937    3,136,882   6,774   7,065     4,705,711   3,143,947 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   28,489,178    30,572,054   6,326,174   17,893,498   (7,752,518  (6,427,136  27,062,834   42,038,416 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Shareholders’ equity

          

Attributable to the Company’s shareholders

   2,738,590    1,630,374   (3,430,861  (1,982,120  3,430,861   1,982,120   2,738,590   1,630,374 

Non-controlling interest in Braskem Idesa

        (1,017,880  (684,885  (1,017,880  (684,885
   2,738,590    1,630,374   (3,430,861  (1,982,120  2,412,981   1,297,235   1,720,710   945,489 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total liabilities and shareholders’ equity

   43,457,746    49,024,692   13,772,863   16,749,955   (5,408,758  (5,147,747  51,821,851   60,626,900 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(i)Consolidation of Braskem Idesa with its direct subsidiary Braskem Idesa Serviços.
(ii)Loan from Braskem Holanda as part of shareholders’ contribution to the Braskem Idesa project.
(iii)Adjustment corresponding to the capitalization of a portion of financial charges of the abovementioned loan.
(iv)Provision recorded in the subsidiary Braskem Holanda for the negative shareholders’ equity of Braskem Idesa.
(v)Loan owed to thenon-controlling shareholder as part of shareholders’ contribution to the project.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Statement of operations

   Consolidated Braskem
without the effects of
Braskem Idesa consolidated
  Braskem Idesa consolidated  Eliminations  Consolidated 
   2016  2015  2016  2015  2016  2015  2016  2015 
                        Restated 

Net sales revenue

   46,343,171   46,509,068   1,495,018   472,257   (174,201  (101,336  47,663,988   46,879,989 

Cost of products sold

   (34,134,381  (36,308,267  (970,459  (486,832  164,221   67,076   (34,940,619  (36,728,023
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   12,208,790   10,200,801   524,559   (14,575  (9,980  (34,260  12,723,369   10,151,966 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Income (expenses)

         

Selling and distribution

   (1,293,713  (1,045,223  (117,115  (37,933    (1,410,828  (1,083,156

General and administrative

   (1,393,075  (1,271,919  (123,855  (42,811  39,731   34,260   (1,477,199  (1,280,470

Research and development

   (162,010  (169,635      (162,010  (169,635

Results from equity investments

   (923,096  (723,337   963   953,174   724,593   30,078   2,219 

Other income (expenses), net

   (3,621,215  (727,519  (130,948  (3,685    (3,752,163  (731,204
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   4,815,681   6,263,168   152,641   (98,041  982,925   724,593   5,951,247   6,889,720 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Financial results

         

Financial expenses

   (3,054,334  (3,141,488  (688,868  (19,340  172,240   (2,574  (3,570,962  (3,163,402

Financial income

   955,423   801,491   3,193   18,382   (268,494  (234,940  690,122   584,933 

Exchange rate variations, net

   (2,115,993  795,543   (1,094,424  (353,886   (338,747  (3,210,417  102,910 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   (4,214,904  (1,544,454  (1,780,099  (354,844  (96,254  (576,261  (6,091,257  (2,475,559
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) before income tax and social contribution

   600,777   4,718,714   (1,627,458  (452,885  886,671   148,332   (140,010  4,414,161 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

IR and CSL - current and deferred

   (1,039,107  (1,723,376  423,061   63,022     (616,046  (1,660,354
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the year of continued operations

   (438,330  2,995,338   (1,204,397  (389,863  886,671   148,332   (756,056  2,753,807 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Discontinued operations results

         

Profit (loss) from discontinued operations

   40,760   16,827       40,760   16,827 

IR and CSL - current and deferred

   (13,901  (10,445      (13,901  (10,445
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   26,859   6,382       26,859   6,382 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Profit (loss) for the year

   (411,471  3,001,720   (1,204,397  (389,863  886,671   148,332   (729,197  2,760,189 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Statement of cash flows

   Consolidated Braskem
without the effects of
Braskem Idesa consolidated
  Braskem Idesa consolidated  Eliminations  Consolidated 
   2016  2015  2016  2015  2016  2015  2016  2015 
                        Restated 

Profit (loss) before income tax and social contribution and for the result with discontinued operations

   641,537   4,735,541   (1,627,458  (452,885  886,671   148,332   (99,250  4,430,988 

Adjustments for reconciliation of profit (loss)

         

Depreciation, amortization and depletion

   2,381,160   2,125,050   331,691   746   (29,751   2,683,100   2,125,796 

Results from equity investments

   923,096   722,374     (953,174  (724,593  (30,078  (2,219

Interest and monetary and exchange variations, net

   1,464,918   2,209,202   1,615,334   973,375   (54,244   3,026,008   3,182,577 

Leniency agreement

   2,853,230        2,853,230  

Other

   40,530   130,758   486      41,016   130,758 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
   8,304,471   9,922,925   320,053   521,236   (150,498  (576,261  8,474,026   9,867,900 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Changes in operating working capital

         

Held-for-trading financial investments

   (649,535  (144,955      (649,535  (144,955

Trade accounts receivable

   1,083,117   (311,326  (126,617  (49,136  51,375   17,846   1,007,875   (342,616

Inventories

   966,974   (566,798  (104,636  65,064     862,338   (501,734

Taxes recoverable

   976,770   539,097   81,334   302,811     1,058,104   841,908 

Other receivables

   396,702   (52,880  21,308   (23,995    418,010   (76,875

Trade payables

   (4,052,705  (1,308,889  (150,495  (191,553  (51,375  (17,846  (4,254,575  (1,518,288

Taxes payable

   (674,466  293,090   382,335   (72,864    (292,131  220,226 

Other payables

   637,734   98,321   175,811   752,364     813,545   850,685 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cash from operations

   6,989,062   8,468,585   599,093   1,303,927   (150,498  (576,261  7,437,657   9,196,251 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Interest paid

   (1,323,294  (1,086,166  (215,224     (1,538,518  (1,086,166

Income tax and social contribution paid

   (1,152,847  (232,302      (1,152,847  (232,302
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated by operating activities

   4,512,921   7,150,117   383,869   1,303,927   (150,498  (576,261  4,746,292   7,877,783 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Proceeds from the sale of fixed assets

   564   1,282       564   1,282 

Acquisitions to property, plant and equipment

   (1,711,039  (1,340,625  (1,278,614  (3,339,518  150,498   576,261   (2,839,155  (4,103,882

Acquisitions of intangible assets

   (35,780  (20,106      (35,780  (20,106

Other

   33,497   2,441       33,497   2,441 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash used in investing activities

   (1,712,758  (1,357,008  (1,278,614  (3,339,518  150,498   576,261   (2,840,874  (4,120,265
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Short-term and long-term debt

         

Obtained

   4,107,626   5,481,546       4,107,626   5,481,546 

Payments

   (4,901,593  (6,087,217      (4,901,593  (6,087,217

Braskem Idesa borrowings

         

Obtained

     503,921   1,501,939     503,921   1,501,939 

Payments

     (469,282  (510,715    (469,282  (510,715

Related parties

         

Obtained loans (payment of loans )

   (882,158  (898,213  882,158   898,213     

Dividends paid

   (1,997,984  (482,117      (1,997,984  (482,117

Repurchase of treasury shares

    (927       (927
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net cash generated in financing activities

   (3,674,109  (1,986,928  916,797   1,889,437     (2,757,312  (97,491
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Exchange variation on cash of foreign subsidiaries

   541,734   (454,965  44,908   (53,071    586,642   (508,036
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   (332,212  3,351,216   66,960   (199,225    (265,252  3,151,991 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Represented by

         

Cash and cash equivalents at the beginning for the year

   6,908,623   3,557,407   134,639   333,864     7,043,262   3,891,271 

Cash and cash equivalents at the end for the year

   6,576,411   6,908,623   201,599   134,639     6,778,010   7,043,262 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Increase (decrease) in cash and cash equivalents

   (332,212  3,351,216   66,960   (199,225    (265,252  3,151,991 
  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

13Property, plant and equipment

(a)Change

      Restated 
      Land  Buildings and
Improvements
  Machinery,
Equipment
and Facilities
  Projects and
Stoppage in
Progress (i)
  Other  Total 

Cost

    526,786   5,415,826   37,514,207   5,526,477   1,205,559   50,188,855 

Accumulated depreciation/depletion

     (904,325  (14,537,865   (646,376  (16,088,566
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of December 31, 2015

    526,786   4,511,501   22,976,342   5,526,477   559,183   34,100,289 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions

    528    69,378   2,372,332   108,493   2,550,731 

Capitalized financial charges

       367,780    367,780 

Foreign currency translation adjustment

    (44,467  (1,193,660  (3,020,354  (597,286  (14,349  (4,870,116

Transfers by concluded projects

   (ii  1,718   1,351,594   2,478,445   (3,960,360  128,603  

Other, net of depreciation/depletion

     (701  (9,984  (199,829  66,072   (144,442

Depreciation / depletion

     (221,649  (2,275,513   (103,224  (2,600,386

Non-current assets held for sale

   (iii  (12,910  (28,013  (9,402  (13,149  (3,672  (67,146
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value

    471,655   4,419,072   20,208,912   3,495,965   741,106   29,336,710 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cost

    471,655   5,530,714   36,804,409   3,495,965   1,404,759   47,707,502 

Accumulated depreciation/depletion

     (1,111,642  (16,595,497   (663,653  (18,370,792
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of December 31, 2016

    471,655   4,419,072   20,208,912   3,495,965   741,106   29,336,710 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(i)On December 31, 2016, the main amounts included in this account refer to the expenses with planned shutdown maintenance in Brazil and plants abroad and which are in preparation or in progress (R$838,501), to the capitalized financial charges (R$225,273), to the spare parts inventories (R$520,224), to the strategic projects in Brazil (R$329,256), whose main project is related to the processing of Ethane at UNIB Bahia, to the expenses with strategic projects of Braskem America (R$431,986), such as the construction of the new UTEC plant. The remainder corresponds mainly to diverse projects aimed at maintenance of plants’ production capacity..
(ii)Related mainly to expenses incurred with Braskem Idesa’s project, which were transferred to the definite accounts as follows: R$1,539,206 to “Machinery, equipment and installations” and R$1,289,425 to “Buildings and improvements.”
(iii)Transfer of Quantiq and IQAG assets to“Non-current assets held for sale” (Note 5).

The machinery, equipment and facilities of the Company require inspections, replacement of components and maintenance in regular intervals. The Company makes shutdowns in regular intervals that vary from two to six years to perform these activities. These shutdowns can involve the plant as a whole, a part of it, or even relevant pieces of equipment, such as industrial boilers, turbines and tanks. Shutdowns that take place every six years, for example, are usually made for the maintenance of industrial plants as a whole. Expenses with each scheduled shutdown are included in property, plant and equipment items that were the subject matter of the stoppage and are fully depreciated until the beginning of the following related stoppage. The expenditures with personnel, the consumption of small materials, maintenance and the related services from third parties are recorded, when incurred, as production costs. Property, plant and equipment items are depreciated on a straight-line basis. Projects in progress are not depreciated. Depreciation begins when the assets are available for use.

Based on the analysis cited in Note 3.4(a), the Management of Braskem believes that the plants will operate at their full capacity, or close to it, within the projected period, therefore impairment tests of these assets were not necessary. The prices of products manufactured by the Company are quoted in international markets, in the short or medium term, and adjust to the prices of raw materials to preserve the historical margins of the business.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

In 2016, charges amounting to R$367,780 (2015 – R$787,371) were capitalized. The average rate of these charges in the year was 8.12% p.a. (7.80% p.a. in 2015).

(b)Property, plant and equipment by country

   2016   2015   1/1/2015 
       Restated   Restated 

Brazil

   16,939,745    17,637,392    18,434,300 

Mexico

   10,522,536    14,416,835    9,260,814 

USA

   1,668,399    1,748,282    1,155,696 

Germany

   205,650    297,278    218,753 

Other

   380    502    1,395 
  

 

 

   

 

 

   

 

 

 
   29,336,710    34,100,289    29,070,958 
  

 

 

   

 

 

   

 

 

 

14Intangible assets

      Goodwill
based on
expected future
profitability
  Brands
and
Patents
  Software
licenses
  Customers
and Suppliers
Agreements
  Total 

Cost

    3,187,722   298,438   536,786   795,782   4,818,728 

Accumulated amortization

    (1,128,804  (100,782  (336,029  (365,509  (1,931,124
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of December 31, 2015

    2,058,918   197,656   200,757   430,273   2,887,604 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Acquisitions

      35,780    35,780 

Foreign currency translation adjustment

     (37,074  (10,186  (23,183  (70,443

Transfers from projects and stoppage in progress (PP&E)

     78,148   28,329    106,477 

Other, net of amortization

      (32  289   257 

Amortization

     (10,098  (45,690  (88,135  (143,923

Non-current assets held for sale

   (i  (44   (6,621   (6,665
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Net book value

    2,058,874   228,632   202,337   319,244   2,809,087 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Cost

    3,187,722   339,512   566,673   772,888   4,866,795 

Accumulated amortization

    (1,128,848  (110,880  (364,336  (453,644  (2,057,708
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Balance as of December 31, 2016

    2,058,874   228,632   202,337   319,244   2,809,087 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Average annual rates of amortization

     5.93  31.37  6.00 
    

 

 

  

 

 

  

 

 

  

(i)Transfer of Quantiq and IQAG assets to“Non-current assets held for sale” (Note 5).

The Company adopts the following accounting practice for each class of intangible assets:

(a)Goodwill based on future profitability

The existing goodwill was determined in accordance with the criteria established by the accounting practices adopted in Brazil before the adoption of the IASB and represent the excess of the amount paid over the amount of equity of the entities acquired.

These goodwill was systematically amortized until December 2008. As from 2009, it has been subject to annual impairment tests.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

At the end of 2016, Braskem conducted this test using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:

   Allocated   Cash flow       CF/Book 
   goodwill   (CF)   Book value (i)   value 

CGU and operating segments

        

CGU - UNIB - South

   926,854    7,312,051    1,991,908    3.7 

Operating segment - Polyolefins

   939,667    26,858,040    5,144,650    5.2 

Operating segment - Vinyls

   192,353    3,282,147    2,979,167    1.1 

(i)This item includes, in addition to goodwill, the long-lived assets and working capital of each operating segment.

The assumptions adopted to determine the discounted cash flow are described in Note 3.4(b). The WACC used was 13.08% p.a. For the Vinyls segment, an adjusted WACC of 14.14% p.a. was adopted for the 5 years of the projection, to reflect the tax incentive described in Note 29(a). To calculate the perpetuity of this segment, the same discount rate adopted by the other segments was used. The WACC adopted for 2015 was 13.91% p.a. The inflation rate adopted for perpetuity was 4.7%.

Given the potential impact on cash flows of the “discount rate” and “perpetuity”, Braskem conducted a sensitivity analysis based on changes in these variables, with cash flows shown in the table below:

   +0.5% on   -0.5% on 
   discount rate   perpetuity 

CGU and operating segments

    

CGU - UNIB - South

   6,978,365    6,951,557 

Operating segment - Polyolefins

   25,752,618    25,663,810 

Operating segment - Vinyls

   3,160,037    3,167,252 

The main assumptions used for projecting cash flows are related to the projections for macroeconomic indicators, international prices and global and local demand in the countries where Braskem has production plants.

The macroeconomic indicators are provided by a widely recognized consulting firm and include items such as: exchange, inflation and interest rates, as well as other indicators.

The prices of key petrochemical products are obtained from projections formulated by an international consulting firm. However, the final prices take into consideration meetings of specific internal committees and the knowledge of the Company’s experts in the formulation of references for each market. For the projected period, most of the prices projected internally were even more conservative than those originally projected by the international consulting firm.

As in the case of prices, global demand projections also are contracted from a specific consulting firm and, in the markets where the Company operates more directly, are considered additional variables for the composition of local demand.

In the Vinyls segment, whose main product is PVC, the amount of projected cash flow exceeded the book value of the assets by 10%. The main variables affecting this business are related to fluctuations in the exchange rate, international spreads (especially those related to the prices of naphtha, PVC and caustic soda) and Brazilian demand. Actual fluctuations in these important variables that differ from the Company’s projections could lead to an amount of cash flow that is less than the value of the assets. In this line, a reduction in the PVC spread in Brazilian real (taking into consideration the combined effect of exchange rates and international prices) of 4.3% or a reduction in local demand of 12.2% would result in a cash flow equivalent to the book value of the assets.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Intangible assets with defined useful lives

(b.1)Trademarks and patents

The technologies acquired from third parties, including those acquired through business combination, are recorded at the cost of acquisition and/or fair value and other directly attributed costs, net of accumulated amortization and provision for impairment, when applicable. Technologies that have defined useful lives and are amortized using the straight-line method based on the term of the purchase agreement (between 10 and 20 years). Expenditures with research and development are accounted for in profit or loss as they are incurred.

(b.2)Contractual customer and supplier relationships

Contractual customer and supplier relationships arising from a business combination were recognized at fair value at the respective acquisition dates. These contractual customer and supplier relationships have a finite useful life and are amortized using the straight-line method over the term of the respective purchase or sale agreement (between 14 and 28 years).

(b.3)Software

All software booked has defined useful life estimated between 3 and 10 years and is amortized using the straight-line method. Costs associated with maintaining computer software programs are recognized in profit or loss as incurred.

(c)Intangible assets by country

   2016   2015   1/1/2015 

Brazil

   2,526,371    2,583,208    2,626,099 

Mexico

   141,379    80,870   

USA

   115,355    220,083    205,329 

Germany

   25,956    3,415    4,245 

Other

   26    28    55 
  

 

 

   

 

 

   

 

 

 
   2,809,087    2,887,604    2,835,728 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

15Borrowings

   

Annual financial charges

  2016  2015  1/1/2015 
         Restated  Restated 

Foreign currency

      

Bonds

  

Note 15 (a)

   14,216,539   17,004,617   11,776,438 

Advances on exchange contracts

  

US dollar exchange variation + 3.30%

   362,779   255,809  

Export prepayment

  

Note 15 (b)

   777,801   549,036   427,074 

BNDES

  

Note 15 (c)

   201,147   409,076   396,439 

Export credit notes

  

Note 15 (d)

   1,173,127   1,405,227   956,010 

Working capital

  

US dollar exchange variation + 1.74% above Libor

   1,644,487   1,907,145   633,104 

Transactions costs

     (199,570  (237,127  (251,020
    

 

 

  

 

 

  

 

 

 
     18,176,310   21,293,783   13,938,045 
    

 

 

  

 

 

  

 

 

 

Current liabilities

     1,128,524   764,524   525,241 

Non-current liabilities

     17,047,786   20,529,259   13,412,804 
    

 

 

  

 

 

  

 

 

 

Total

     18,176,310   21,293,783   13,938,045 
    

 

 

  

 

 

  

 

 

 

Local currency

      

Export credit notes

  

Note 15 (d)

   2,098,894   2,350,965   2,435,839 

BNDES

  

Note 15 (c)

   2,418,899   3,001,776   3,137,035 

BNB/ FINAME/ FINEP/ FUNDES

  6.19%   580,647   642,739   762,757 

BNB/ FINAME/ FINEP/ FUNDES

  

TJLP + 1.90%

   1,850   2,177   8,512 

Fundo de Desenvolvimento do Nordeste (FDNE)

  6.50%   46,991   51,939   51,090 

Other

  

CDI + 0.04%

   19,321   23,714   26,928 

Transactions costs

     (11,845  (16,582  (14,007
    

 

 

  

 

 

  

 

 

 
     5,154,757   6,056,728   6,408,154 
    

 

 

  

 

 

  

 

 

 

Current liabilities

     1,465,938   1,205,469   894,229 

Non-current liabilities

     3,688,819   4,851,259   5,513,925 
    

 

 

  

 

 

  

 

 

 

Total

     5,154,757   6,056,728   6,408,154 
    

 

 

  

 

 

  

 

 

 

Foreign currency and local currency

      

Current liabilities

     2,594,463   1,969,993   1,419,470 

Non-current liabilities

     20,736,604   25,380,518   18,926,729 
    

 

 

  

 

 

  

 

 

 

Total

     23,331,067   27,350,511   20,346,199 
    

 

 

  

 

 

  

 

 

 

(a)Bonds

Issue date

     Issue amount
US$
   

Maturity

  Interest
(% per year)
   2016   2015 

September - 2006

    275,000   January - 2017   8.00    188,325    225,637 

June - 2008

    500,000   June - 2018   7.25    433,766    539,327 

May - 2010

    400,000   May - 2020   7.00    156,985    188,088 

May - 2010

    350,000   May - 2020   7.00    1,152,440    1,380,764 

October - 2010

    450,000   no maturity date   7.38    1,492,434    1,757,160 

April - 2011

    750,000   April - 2021   5.75    2,465,361    2,953,803 

July - 2011

    500,000   July - 2041   7.13    1,680,507    2,013,453 

February - 2012

    250,000   April - 2021   5.75    824,535    987,894 

February - 2012

    250,000   no maturity date   7.38    829,130    976,200 

May - 2012

    500,000   May - 2022   5.38    1,643,662    1,969,307 

July - 2012

    250,000   July - 2041   7.13    840,254    1,006,727 

February - 2014

   (i  500,000   February - 2024   6.45    1,672,760    2,004,171 

May - 2014

   (ii  250,000   February - 2024   6.45    836,380    1,002,086 
   

 

 

       

 

 

   

 

 

 

Total

    5,225,000        14,216,539    17,004,617 
   

 

 

       

 

 

   

 

 

 

(i)Effective interest rate including transaction costs is 7.78% p.a.
(ii)Effective interest rate including transaction costs is 7.31% p.a.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Export prepayments

Issue date

 Initial amount
of the transaction
(US$ thousand)
  Maturity  

Charges (% per year)

 2016   2015 

January - 2013

  200,000   November - 2022  

US dollar exchange variation + semiannual Libor + 1.10%

  391,923    549,036 

May - 2016

  50,000   May - 2017  

US dollar exchange variation + semiannual Libor + 3.25%

  163,564   

December - 2016

  68,000   November - 2019  

US dollar exchange variation + semiannual Libor + 2.60%

  222,314   
 

 

 

    

 

 

   

 

 

 

Total

  318,000     777,801    549,036 
 

 

 

    

 

 

   

 

 

 

(c)BNDES borrowings

Projects

  Issue date   Maturity   

Charges (% per year)

  2016   2015 

Foreign currency

          

Other

   2006    October - 2016   

US dollar exchange variation + 6.94

     3,204 

Braskem Qpar expansion

   2007/2008    April - 2016   

US dollar exchange variation + 6.89

     2,426 

Green PE

   2009    July - 2017   

US dollar exchange variation + 6.71

   9,024    29,352 

Limit of credit II

   2009    January - 2017   

US dollar exchange variation + 6.71

   3,040    47,353 

New plant PVC Alagoas

   2010    January - 2020   

US dollar exchange variation + 6.71

   81,169    128,806 

Limit of credit III

   2011    October - 2018   

US dollar exchange variation + 6.55 to 6.58

   75,441    149,495 

Butadiene

   2011    January - 2021   

US dollar exchange variation + 6.58

   32,473    48,440 
        

 

 

   

 

 

 
         201,147    409,076 
        

 

 

   

 

 

 

Local currency

          

Other

   2006    September - 2016   

TJLP + 2.80

     13,501 

Braskem Qpar expansion

   2007/2008    February - 2016   

TJLP + 2.15 to 3.30

     5,372 

Green PE

   2009    June - 2017   

TJLP + 0.00 to 4.78

   40,305    119,201 

Limit of credit II

   2009    January - 2017 �� 

TJLP + 2.58 to 3.58

   6,633    85,004 

Limit of credit II

   2009    January - 2021   

4.00 to 4.50

   75,676    96,698 

New plant PVC Alagoas

   2010    December - 2019   

TJLP + 0.00 to 3.58

   179,070    235,641 

New plant PVC Alagoas

   2010    December - 2019   5.50   20,049    26,732 

Limit of credit III

   2011    December - 2021   

TJLP + 0.00 to 3.58

   854,763    1,154,552 

Limit of credit III

   2011    December - 2021   

SELIC + 2.32 to 2.78

   256,811    284,263 

Limit of credit III

   2011    December - 2021   

3.50 to 7.00

   187,097    230,198 

Butadiene

   2011    December - 2020   

TJLP + 0.00 to 3.45

   78,234    96,407 

Finem

   2014    March - 2021   

TJLP + 0.00 to 2.78

   191,114    215,372 

Finem

   2014    March - 2021   

SELIC + 2.78

   159,670    160,603 

Finem

   2014    March - 2021   6.00   5,664    6,664 

Limit of credit IV

   2015    January - 2022   

TJLP + 0.00 to 2.62

   177,646    140,024 

Limit of credit IV

   2015    January - 2022   

SELIC + 2.32

   186,167    131,544 
        

 

 

   

 

 

 
         2,418,899    3,001,776 
        

 

 

   

 

 

 

Total

         2,620,046    3,410,852 
        

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(d)Export credit notes (“NCE”)

Issue date

  Initial amount
of the transaction
   Maturity   

Charges (% per year)

     2016   2015 

Foreign currency

   US$          

November - 2006

   167,014    May - 2018   

Us dollar exchange variation + 8.10

    257,127    308,069 

April - 2007

   101,605    March - 2018   

Us dollar exchange variation + 7.87

    165,983    198,782 

May - 2007

   146,010    May - 2019   

Us dollar exchange variation + 7.85

    246,084    294,840 

January - 2008

   266,430    February - 2020   

Us dollar exchange variation + 7.30

    503,933    603,536 
  

 

 

        

 

 

   

 

 

 
   681,059         1,173,127    1,405,227 
  

 

 

        

 

 

   

 

 

 

Local currency

           

April - 2010

     October - 2021   

105% of CDI

    36,628    36,653 

June - 2010

     October - 2021   

105% of CDI

    146,510    146,611 

February - 2011

     October - 2021   

105% of CDI

    146,510    146,611 

April - 2011

     April - 2019   

112.5% of CDI

   (i  463,693    464,039 

June - 2011

     October - 2021   

105% of CDI

    58,604    58,644 

August - 2011

     August - 2019   

112,5% of CDI

   (i  405,286    405,478 

June - 2012

     October - 2021   

105% of CDI

    73,255    73,305 

September - 2012

     October - 2021   

105% of CDI

    219,766    219,917 

October - 2012

     October - 2021   

105% of CDI

    62,267    62,310 

February - 2013

     September - 2017   8.00    101,161    101,118 

February - 2013

     February - 2016   8.00      101,248 

February - 2013

     September - 2017   8.00    50,429    50,440 

February - 2013

     February - 2016   8.00      101,118 

March - 2013

     March - 2016   8.00      50,253 

June - 2014

     June - 2017   8.00    50,933    50,010 

June - 2014

     June - 2017   8.00    17,848    17,504 

June - 2014

     June - 2017   8.00    10,199    10,002 

September - 2014

     August - 2020   

108% of CDI

    104,743    104,642 

November - 2014

     November - 2017   8.00    151,062    151,062 
         

 

 

   

 

 

 
          2,098,894    2,350,965 
         

 

 

   

 

 

 

Total

          3,272,021    3,756,192 
         

 

 

   

 

 

 

(i)The Company enters into swap transactions to offset the variation in the Interbank Certificate of Deposit (CDI) rate (Note 17.3.1 (b.i)).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(e)Payment schedule

The maturity profile of the long-term amounts is as follows:

   2016   2015 
       Restated 

2017

     1,737,741 

2018

   2,379,757    2,633,553 

2019

   3,310,384    3,321,210 

2020

   2,442,493    2,757,644 

2021

   3,667,632    4,257,587 

2022

   1,745,936    2,071,440 

2023

   13,772    7,950 

2024

   2,461,086    2,945,136 

2025

   3,839    3,613 

2026

   1,391    1,166 

2027 and thereafter

   4,710,314    5,643,478 
  

 

 

   

 

 

 

Total

   20,736,604    25,380,518 
  

 

 

   

 

 

 

(f)Guarantees

Braskem gave collateral for part of its borrowings as follows:

Loans

 Maturity  Total debt
2016
  Total
guaranteed
  

Guarantees

BNB

  December - 2022   133,364   133,364  

Mortgage of plants, pledge of machinery and equipment

BNB

  August -2024   217,569   217,569  

Bank surety

BNDES

  January - 2022   2,620,046   2,620,046  

Mortgage of plants, land and property, pledge of machinery and equipment

FUNDES

  June - 2020   111,835   111,835  

Mortgage of plants, land and property, pledge of machinery and equipment

FINEP

  July - 2024   117,879   117,879  

Bank surety

FINAME

  February - 2022   1,850   1,850  

Pledge of equipment

  

 

 

  

 

 

  

Total

   3,202,543   3,202,543  
  

 

 

  

 

 

  

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

16Braskem Idesa borrowings

Identification

 Initial value
of operation
US$
     Maturity  

Charges (% per year)

 2016  2015 

Project finance

   (i    

Project finance I

  700,000    February - 2027  Us dollar exchange variation + quarterly Libor + 3.25  2,274,754   2,720,874 

Project finance II

  189,996    February - 2027  Us dollar exchange variation + 6.17  663,856   740,902 

Project finance III

  600,000    February - 2029  Us dollar exchange variation + 4.33  1,911,857   2,334,133 

Project finance IV

  680,004    February - 2029  Us dollar exchange variation + quarterly Libor + 3.88  2,111,234   2,645,645 

Project finance V

  400,000    February - 2029  Us dollar exchange variation + quarterly Libor + 4.65  1,276,449   1,557,360 

Project finance VI

  89,994    February - 2029  Us dollar exchange variation + quarterly Libor + 2.73  286,480   349,464 

Project finance VII

  533,095    February - 2029  Us dollar exchange variation + quarterly Libor + 4.64  1,701,229   2,075,524 

Transactions costs

      (104,157  (173,240
 

 

 

     

 

 

  

 

 

 

Total

  3,193,089      10,121,702   12,250,662 
 

 

 

     

 

 

  

 

 

 

Other borrowings

      

VAT borrowings

   (ii  November - 2029  2.00% above TIIE (*)  13,500   26,771 

Borrowings for working capital

 

  (iii  August - 2017  Us dollar exchange variation + quarterly Libor + 4.90  302,589  
     

 

 

  

 

 

 
      316,089   26,771 
     

 

 

  

 

 

 
      10,437,791   12,277,433 
     

 

 

  

 

 

 

Current liabilities

      10,437,791   302,266 

Non-current liabilities

       11,975,167 
     

 

 

  

 

 

 

Total

      10,437,791   12,277,433 
     

 

 

  

 

 

 

(*)TIIE –“Tasa de Interés Interbancaria de Equilibrio” – basic interest rate in Mexico, similar to the CDI overnight rate in Brazil.
(i)Financing facility without recourse and with recourse limited to shareholders.
(ii)Financing obtained in Mexican peso and paid exclusively through the refund of IVA.
(iii)Financing obtained in September 2016.

This kind of Project finance includes restrictive contractual clauses (covenants), customary in contracts of this nature.

At the reporting date as of December 31, 2016, these clauses were not being complied with part of this restrictive contractual clauses. In this sense, the entire balance ofnon-current liabilities, in the amount of R$9,491,686, was reclassified to current liabilities, in accordance with accounting standard IAS 1 (Presentation of Financial Statements).

According to the standards mentioned above, such reclassification is required when a contractual breach entitles creditors to request the immediate repayment of the obligations in the short-term. In this context, note that none of the creditors has requested said immediate repayment of obligations and Braskem Idesa has been settling this obligation in accordance with its original maturity schedule.

Additionally, Braskem Idesa has already initiated the negotiations with its creditors to obtain approvals for such contractual breaches in order to return the entire amount reclassified from current liabilities tonon-current liabilities.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The payment schedule below shows the original long-term maturities, excluding the reclassification to current liabilities arising from the breach of contractual covenants mentioned previously.

   2016   2015 

2017

     687,211 

2018

   709,793    840,247 

2019

   736,885    872,994 

2020

   864,149    1,025,621 

2021

   986,914    1,172,569 

2022

   822,235    977,593 

2023

   1,088,155    1,294,219 

2024

   1,177,017    1,400,843 

2025

   1,176,346    1,398,554 

2026

   1,035,586    1,210,426 

2027 and thereafter

   894,606    1,094,890 
  

 

 

   

 

 

 

Total

   9,491,686    11,975,167 
  

 

 

   

 

 

 

17Financial instruments

17.1Fair Value

(a)Fair value calculation

The fair value of financial assets and liabilities is estimated as the amount for which a financial instrument could be exchanged in an arm’s length transaction and not in a forced sale or settlement. The following methods and assumptions were used to estimate the fair value:

(i)Held-for-trading andavailable-for-sale financial assets are measured in accordance with the fair value hierarchy (Level 1 and Level 2), with inputs used in the measurement processes obtained from sources that reflect the most recent observable market prices.

(ii)Trade accounts receivable and trade payables correspond mostly to their respective carrying amounts due to the short-term maturity of these instruments. When purchase or sale prices include material financial charges, adjustment to present value is calculated.

(iii)The fair value of borrowings is estimated by discounting future contractual cash flows at the market interest rate, which is available to Braskem in similar financial instruments.

(iv)The fair value of bonds is based on prices negotiated in financial markets, plus the respective carrying amount of interests.

The fair values of the remaining assets and liabilities correspond to their carrying amount.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Fair value hierarchy

The Company adopts the IFRS 7 to measure the fair value of financial instruments recorded in the balance sheet; this requires disclosure in accordance with the following fair value measurement hierarchy:

Level 1 – fair value obtained through prices quoted (without adjustments) in active markets for identical assets or liabilities, such as the stock exchange; and

Level 2 – fair value obtained from financial models using directly observable market data, such as discounted cash flow, when the instrument is a forward purchase/sale or a swap contract, or such as the Black-Scholes model, when the instrument has the characteristics of an option. To measure the credit risk of the parties involved in derivative instruments, Braskem uses CVA (Credit Valuation Adjustment) or DVA (Debit Valuation Adjustment) models, applied flow by flow on themark-to-market value of each instrument. The Company adopts the ratingsof the other parties for positive flows and its own rating for negative flows, both available in the market and disclosed by renowned rating agencies, as a necessary assumption to define the probability of default.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

17.2Non-derivative financial instruments and Leniency Agreement

        Fair value  Book value  Fair value 
  Note  Classification by category  hierarchy  2016  2015  2016  2015 
              Restated     Restated 

Cash and cash equivalents

  6       

Cash and banks

     2,178,611   873,966   2,178,611   873,966 

Financial investments in Brazil

   Held-for-trading   Level 2    605,770    605,770 

Financial investments in Brazil

   Loans and receivables    2,914,685   1,409,504   2,914,685   1,409,504 

Financial investments abroad

   Held-for-trading   Level 2   1,608,568   4,154,022   1,608,568   4,154,022 
    

 

 

  

 

 

  

 

 

  

 

 

 
     6,701,864   7,043,262   6,701,864   7,043,262 

Financial investments

  7       

Time deposit

   Loans and receivables   Level 2   434,015    434,015  

Letras financeiras do tesouro- LFT

   Held-for-trading   Level 2   755,712   413,721   755,712   413,721 

Other

   Held-for-trading   Level 2   756   1,172   756   1,172 

Quotas of receivables investment fund

   Held-to-maturity     46,193    46,193 
    

 

 

  

 

 

  

 

 

  

 

 

 
     1,190,483   461,086   1,190,483   461,086 

Trade accounts receivable

  8     1,704,373   2,775,530   1,704,373   2,775,530 

Related parties credits

  10   Loans and receivables     155,140    155,140 

Trade payables

     6,746,822   12,430,703   6,746,822   12,430,703 

Borrowings

  15       

Foreign currency - Bonds

    Level 1   14,216,539   17,004,617   12,509,981   14,434,854 

Foreign currency - other borrowings

     4,159,341   4,526,293   4,159,341   4,526,293 

Local currency

     5,166,602   6,073,310   5,166,602   6,073,310 
    

 

 

  

 

 

  

 

 

  

 

 

 
     23,542,482   27,604,220   21,835,924   25,034,457 

Braskem Idesa borrowings

  16     10,541,948   12,450,673   10,541,948   12,450,673 

Loan tonon-controlling shareholder of Braskem Idesa

  19     1,620,519   1,538,784   1,620,519   1,538,784 

Leniency agreement

  23.3 and 30     2,853,230    2,853,230  

Other payables (BNDESPAR)

  25     176,846   273,294   176,846   273,294 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

17.3Derivative financial instruments designated and not designated for hedge accounting

17.3.1Changes

     Operation characteristics     

Net

(Asset)/

        

Net

(Asset)/

 

Identification

 Note  Principal
exposure
  Derivatives  Accumulated
OCI (equity)
  Liability
2015
  Change in
fair value
  Financial
settlement
  Liability
2016
 
              Restated          

Non-hedge accounting transactions

        

Exchange swap

   Argentine peso   Dollar    (38,990  4,154   34,836  

Interest rate swaps

   Fixed rate   CDI    8,351   (1,483  (6,868 

US Dollar put option

  17.3.1 (a.i)   Euro   Dollar     (4,184   (4,184
     

 

 

  

 

 

  

 

 

  

 

 

 
      (30,639  (1,513  27,968   (4,184
     

 

 

  

 

 

  

 

 

  

 

 

 

Hedge accounting transactions

        

Exchange swap

  17.3.1 (b.i)   CDI   Dollar+Interests   540,628   1,107,125   (268,956  18,930   857,099 

Interest rate swaps

  17.3.1 (b.ii)   Libor   Fixed rates   346,072   35,073   19,374   (54,713  (266
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
     886,700   1,142,198   (249,582  (35,783  856,833 
    

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Derivatives operations

        

Current assets

      (53,662    (8,387

Non-current assets

      (12,280    (29,308

Current liabilities

      57,760     29,042 

Non-current liabilities

      1,119,741     861,302 
     

 

 

    

 

 

 
      1,111,559     852,649 
     

 

 

    

 

 

 

The counterparties in these contracts are constantly monitored based on the analysis of their respective ratings and Credit Default Swaps – CDS. Braskem has many bilateral risk mitigators in its derivative contracts, such as the possibility of depositing or requesting deposits of a guarantee margin from the counterparties it deems convenient.

Derivative financial instruments designated and not designated for hedge accounting are presented in the balance sheet at their fair value in an asset or liability account depending on whether the fair value represents a positive or a negative balance to Braskem, respectively, and are necessarily classified as“held-for-trading”. The regular changes in the fair value are recognized as financial income or expense in the period in which they occur, except when designated and qualified for hedge accounting.

All hedge financial instruments held at December 31, 2016 were contracted on Over the Counter—OTC markets with large financial counterparties under global derivative contracts in Brazil or abroad and its fair value is classified as Level 2.

Braskem’s Financial Policy provides for the active management and continued protection of unwanted changes in currencies and rates arising from its operations and financial items, being able to contract financial derivatives (swaps, NDFs, options etc.). The other market risks are addressed on acase-by-case basis for each transaction. In general, Braskem assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge and keeps it in place for the same period of the hedged transaction.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Braskem may elect derivatives for the application of hedge accounting in accordance with IAS39-32 and IFRS 7. The hedge designation is not mandatory. In general, Braskem will elect to designate financial instruments as hedges when the application is expected to provide a significant improvement in the presentation of the offsetting effect on the changes in the hedged items.

The effective portion of the changes in the fair value of hedge derivatives and of the exchange variation of financial liabilities designated and qualified as sales flow hedge is recognized in equity, under “Other comprehensive income”. These amounts are transferred to profit or loss for the periods in which the hedged item affects the financial results. The ineffective portion is recognized immediately in profit or loss as “Financial result.”

When a hedge instrument matures or is sold or when it no longer meets the criteria for hedge accounting, it is prospectively discontinued and any cumulative gain or loss in equity remains in equity and is recognized in financial result when the hedged item or transaction affects profit or loss. If the hedged item or transaction is settled in advance, discontinued or is not expected to occur, the cumulative gain or loss in equity is immediately transferred to financial result.

(a)Non-hedge accounting transactions

(a.i)Dollar put option

In September and October 2016, Braskem contracted derivative instruments to mitigate a portion of the exposure of its cash flow denominated in BRL. This hedge is aligned with Company’s risk management strategy.

       Hedge       Fair value, net 

Identification

  Nominal value   (exchange rate R$ / US$)   Maturity   2016 

US dollar put option

   602,000    3,0000 a 3,1000    Jan to Dec - 2017    (4,184
  

 

 

       

 

 

 

Total

   602,000        (4,184
  

 

 

       

 

 

 

Derivatives operations

        

Current assets

         (4,184
        

 

 

 

Total

         (4,184
        

 

 

 

(b)Hedge accounting transactions – Cash flow hedge

(b.i)Exchange rate swap linked to NCEs

In line with the Company’s risk management strategy and based on its Financial Policy, the Management contracted swap operations to offset the CDI rate and currency risks arising from the financings mentioned in Note 15(d), by maintaining its exposure to long-term financial liabilities in the U.S. dollar.

To measure the fair value of derivatives, Braskem adopts PTAX disclosed by the Central Bank on December 31, 2016 as USD/BRL benchmark rate.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

       Hedge      Fair value 

Identification

  Nominal value   

Financial charges for year

  Maturity   2016  2015 
                 Restated 

Swap NCE I to III

   400,000   Exchange variation + 6,15%   August 2019    438,201   556,806 

Swap NCE IV to VII

   450,000   Exchange variation + 4,93% to 7,90%   April 2019    418,898   550,319 
  

 

 

       

 

 

  

 

 

 

Total

   850,000        857,099   1,107,125 
  

 

 

       

 

 

  

 

 

 

Derivatives operations

         

Current assets

         (4,203  (12,616

Non-Current liabilities

         861,302   1,119,741 
        

 

 

  

 

 

 

Total

         857,099   1,107,125 
        

 

 

  

 

 

 

(b.ii)Hedge operation by Braskem Idesa related to Project finance

Interest rate swap linked to Libor

   Nominal value   Hedge      Fair value 

Identification

  US$   (interest rate per year)  Maturity   2016  2015 

Swap Libor I to VI

   1,312,892    1.9825  May-2025    (266  35,073 
  

 

 

      

 

 

  

 

 

 

Total

   1,312,892       (266  35,073 
  

 

 

      

 

 

  

 

 

 

Derivatives operations

        

Non-Current assets

        (29,308  (12,280

Current liabilities

        29,042   47,353 
       

 

 

  

 

 

 

Total

        (266  35,073 
       

 

 

  

 

 

 

Braskem Idesa contracted swap operations with the purpose of offsetting part of the Libor variation arising from the financings mentioned in Note 16. This hedge operation shares the same guarantees with the Project finance.

17.4Non-derivative financial liabilities designated to hedge accounting

(a.i)Future exports in U.S. dollars

On May 1, 2013, Braskem S.A. designatednon-derivative financial instrument liabilities, denominated in U.S. dollars, as hedge for the flow of its highly probable future exports. Thus, the impact of exchange rates on future cash flows in dollars derived from these exports will be offset by the foreign exchange variation on the designated liabilities, partly eliminating the volatility of results. The exchange rate on the date of the designation was US$ 1 : R$2.0017.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

On December 31, 2016, exports that were designated and not yet realized are shown below:

   Total nominal value
US$
 

2017

   829,685 

2018

   787,894 

2019

   733,980 

2020

   724,000 

2021

   716,000 

2022

   719,000 

2023

   718,372 

2024

   688,854 
  

 

 

 
   5,917,785 
  

 

 

 

The Company considers these exports in the selected period (2017/2024) as highly probable, based on the following factors:

In recent years, Braskem S.A. exported an average US$3.8 billion per year, which represents around 4 to 5 times the annual exports of the hedged exports.

Hedged exports represent between 20% and 25% of the export flows planned by the Company.

The exports of the Company are not sporadic or occasional, but constitute an integral part of its strategy and of the petrochemical business, in which competition is global.

The following table shows the changes in financial instruments designated for this hedge:

   US$ 
       Sales in   Discontinued     
   Dec/2015   the year   hedge   Dec/2016 

Designated balance

   6,757,231    (839,447   (616,685   5,301,099 

On December 31, 2016, the maturities of financial liabilities designated, within the scope of the consolidated balance sheet, were as follows:

   Total nominal value
US$
 

2017

   924,376 

2018

   1,145,148 

2019

   444,236 

2020

   570,782 

2021

   1,017,703 

2022

   510,000 

2024

   688,854 
  

 

 

 
   5,301,099 
  

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

To ensure the continuity of the hedging relationship, the Company plans to refinance and/or substitute these hedge instruments to adjust them to the schedule and value of the hedged exports. The rollover or replacement of the hedge instrument are provided for in IAS 39(paragraph 91). This explains the fact that liabilities designated for hedge are not necessarily equivalent to the exports designated in the year.

Considering the strong cash generation in recent quarters, the Management of the Company believed it was appropriate to advance the payment of dollar-denominated obligations, including liabilities designated for this hedge. As a result of the decision, the amount of US$616,685 related to the first hedge flows of 2017 was discontinued prospectively. Exchange variation on the discontinued amount, which is recorded under Shareholders’ Equity as “Other comprehensive income” will be taken to net financial income (expenses) from January 2017 onwards, as the hedged exports are realized.

   Total nominal
value US$
   Conversion rate
at Inception
R$/US$
   Closing rate
R$/US$
   Gross nominal
value
 

Hedge discontinued - First quarter 2017

   201,277    2.0017    3.2400    249,241 

Hedge discontinued - Second quarter 2017

   208,135    2.0017    3.2015    249,720 

Hedge discontinued - Third quarter 2017

   207,273    2.0017    3.3302    275,362 
        

 

 

 
         774,323 
        

 

 

 

The following table provides the balances of exchange variation recognized in the Company’s net financial income (expenses) due to the realization of exports designated for this hedge in the year ended December 31, 2016:

   Total nominal
value US$
   Conversion rate
at Inception
MXN/US$
   Closing rate
MXN/US$
   Gross nominal
value
 

First quarter

   206,951    2.0017    4.0399    421,808 

Second quarter

   210,752    2.0017    3.6408    345,444 

Third quarter

   210,835    2.0017    3.2723    267,887 

Fourth quarter

   210,909    2.0017    3.2476    262,772 
        

 

 

 
         1,297,911 
        

 

 

 

The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” of this hedge are as follows:

   Exchange       Net 
   variation   IR and CSL   effect 

At December 31, 2015

   (12,859,687   4,372,294    (8,487,393

Exchange variation recorded in the period on OCI / IR and CSL

   4,121,849    (1,401,429   2,720,420 

Exchange variation transferred to profit or loss / IR and CSL

   1,297,911    (441,290   856,621 
  

 

 

   

 

 

   

 

 

 

At December 31, 2016

   (7,439,927   2,529,575    (4,910,352
  

 

 

   

 

 

   

 

 

 

Given favorable market conditions,benefit is virtually certain, the Company may prepay or lengthen the maturity of designated liabilities to beyond the periods of the hedged exports. If these transactions do come to occur and cause any inefficiency to the hedge position, they must be discontinued due to their ineffectiveness. In this case, the exchange variation related to the period in which the hedge was effective will be recorded under “Other comprehensive income” until the exports are realized.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

For the purposes of analyzing the prospective and retroactive effectiveness of the transactions, the Company used the dollar offset and volatility reduction methods, respectively.

The realizations expected for 2017 will occur through the payments of financial instruments in conformity with exports made, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. For the first three quarters of the year, realizations will be realized at the discounted cash flow rates. The quarterly schedule of hedged exports in 2017 follows:

Total nominal
value US$

First quarter

201,277

Second quarter

208,135

Third quarter

207,273

Fourth quarter

213,000

829,685

(a.ii)Liabilities related to the Project finance of future sales in U.S. dollar

On October 1, 2014, the subsidiary Braskem Idesa designated its liabilities in the amount of R$2,878,936 related to Project finance, denominated in U.S. dollar, as hedge instruments to protect highly probably future sales flows. Due to the disbursements by the project’s financiers in 2015, Braskem Idesa designated new amounts in April and September 2015, of US$290,545 and US$23,608, respectively, for hedge accounting. Therefore, the impact of exchange variation on future flows of sales in U.S. dollar derived from these sales in dollar will be offset by the exchange variation on the designated liabilities, partially eliminating the volatility in the results of the subsidiary.

The Management of Braskem Idesa believes these future sales are highly probable, based on the following:

In Mexico, domestic sales can be made in U.S. dollar. In 2016, the company began to operate and sell products, including sales in U.S. dollar in the domestic and international markets.

The hedged flow corresponds to less than 18% of the planned revenue flow of the project over the designated period. The current amount of sales already meets the volume of designated hedge, which confirms the highly probably nature of the designated cash flow.

The financing was obtained through a Project finance structure and will be repaid exclusively through the cash generation of the project (Note 16). Therefore, the existence of the debit is directly associated with the highly probable nature of the future sales in U.S. dollar.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

In December 31, 2016, designated and unrealized sales were as follows:

   Valor nominal
total US$
 

2017

   183,253 

2018

   221,790 

2019

   229,270 

2020

   266,690 

2021

   303,392 

2022

   253,204 

2023

   333,093 

2024

   359,559 

2025

   357,903 

2026

   309,240 

2027

   152,103 

2028

   124,654 

2029

   31,164 
  

 

 

 
   3,125,315 
  

 

 

 

The following table shows the changes in financial instruments designated for this hedge in the year:

   US$ 
       Sales in   Discontinued     
   Dec/2015   the year   hedge   Dec/2016 

Designated balance

   3,193,089    (67,729   (12,141   3,113,173 

In December 31, 2016, the maturities of designated financial liabilities were distributed as follows:

   Valor nominal
total US$
 

2017

   182,927 

2018

   221,390 

2019

   228,850 

2020

   266,187 

2021

   302,816 

2022

   252,723 

2023

   332,458 

2024

   358,873 

2025

   357,221 

2026

   308,650 

2027

   150,419 

2028

   124,347 

2029

   26,312 
  

 

 

 
   3,113,173 
  

 

 

 

In May 2016, Braskem Idesa prepaid US$12.230 of the Project Finance debit that was designated as hedge instrument. As a result of the decision, this amount was discontinued prospectively.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The following table provides the balance of exchange variation of the discontinued amount net of realization already occurred in the year, which is recorded in Braskem Idesa’s shareholders’ equity under “Other comprehensive income” and will be transferred to financial income (expenses) according to the schedule of future hedged sales as they occur:

   Total nominal
value US$
   Conversion rate
at Inception
MXN/US$
   Closing rate
MXN/US$
   Total nominal
value MXN
   Gross nominal
value
 

Hedge discontinued

   12,141    13.4541    17.9915    55,089    8,704 
        

 

 

   

 

 

 
         55,089    8,704 
        

 

 

   

 

 

 

The following table provides the balances of exchange variation recognized in Braskem Idesa’s financial income (expenses) due to the realization of sales designated for this hedge in the year:

   Total nominal
value US$
   Conversion rate
at Inception
MXN/US$
   Closing rate
MXN/US$
   Total nominal
value MXN
   Gross nominal
value
 

Second quarter

   16,359    13.6635    18.1408    73,244    14,297 

Third quarter

   25,084    13.6651    18.4982    121,234    21,067 

Fourth quarter

   26,286    13.6653    19.2688    147,294    24,469 
        

 

 

   

 

 

 
         341,772    59,833 
        

 

 

   

 

 

 

The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” are as follows:

   Exchange       Net 
   variation   IR   effect 

At December 31, 2015

   (2,246,820   674,046    (1,572,774

Exchange variation recorded in the period on OCI / IR

   (1,995,065   599,277    (1,395,788

Exchange variation transferred to profit or loss / IR

   59,833    (17,973   41,860 
  

 

 

   

 

 

   

 

 

 

At December 31, 2016

   (4,182,052   1,255,350    (2,926,702
  

 

 

   

 

 

   

 

 

 

For the purposes of analyzing the prospective and retroactive effectiveness of the transactions, the Company used the dollar offset and volatility reduction coefficient methods, respectively.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The realizations expected for 2017 will occur in accordance with the payments under the Project finance, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. Below is the quarterly schedule of hedged sales in dollar in 2017:

Nominal value
US$

First quarter

29,122

Second quarter

47,811

Third quarter

52,200

Fourth quarter

53,794

182,927

17.5Credit quality of financial assets

(a)Trade accounts receivable

Virtually none of Braskem’s clients have risk ratings assigned by credit rating agencies. For this reason, Braskem developed its own credit rating system for all accounts receivable from domestic clients and for part of the accounts receivable from foreign clients in Brazil and in abroad.

On December 31, 2016, the credit ratings for the domestic market were as follows:

         (%) 
         2016   2015 

1

  

Minimum risk

    8.92    7.67 

2

  

Low risk

    39.98    42.84 

3

  

Moderate risk

    30.51    33.07 

4

  

High risk

    16.48    13.74 

5

  

Very high risk

   (i  4.11    2.69 

(i)Most clients in this group are inactive and the respective accounts are in the process of collection actions in the courts. Clients in this group that are still active buy from Braskem and pay in advance.

Default indicators:

   Last 12 months 
   Domestic
market
  Export
market
 

December 31, 2016

   0.18  0.04

December 31, 2015

   0.39  0.70

December 31, 2014

   0.65  0.18

This calculation considers the amount of trade payables overdue more than 5 days for the domestic market and 30 days for the international market, divided by consolidated gross revenue in the last 12 months.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Other financial assets

In order to determine the credit ratings of counterparties of financial assets classified under cash and cash equivalents, held for trading, held to maturity and borrowings and receivables, Braskem uses the risk rating of agencies Standard & Poor’s, Moody’s and Fitch Ratings, within the limits established in its financial policy.

      2016   2015 

Financial assets with risk assessment

     

AAA

    3,871,105    5,982,393 

AA+

    241,359   

AA

    5,370    27,753 

AA-

    654,232    163,188 

A+

    2,426,078    1,076,803 

A

    364,198    69,576 

A-

    209,175    137,479 

BBB+

    116,987   
   

 

 

   

 

 

 
      7,888,504   7,457,192 

Financial assets without risk assessment

   (i   

Quotas of investment funds in credit rights

      46,193 

Other financial assets with no risk assessment

    3,843    963 
   

 

 

   

 

 

 
    3,843    47,156 
   

 

 

   

 

 

 

Total

    7,892,347    7,504,348 
   

 

 

   

 

 

 

(i)Investments approved by the Management of the Company, in accordance with the Financial Policy.

17.6Sensitivity analysis

Financial instruments, including derivatives, may be subject to changes in their fair value as a result of the variation in commodity prices, foreign exchange rates, interest rates, shares and share indexes, price indexes and other variables. The sensitivity of the derivative andnon-derivative financial instruments to these variables are presented below:

(a)Selection of risks

On December 31, 2016, the main risks that can affect the value of Braskem’s financial instruments are:

Brazilian real/U.S. dollar exchange rate;

Mexican peso/Brazilian real exchange rate;

Libor floating interest rate;

Selic interest rate;

CDI interest rate; and

TJLP interest rate.

For the purposes of the risk sensitivity analysis, Braskem presents the exposures to currencies as if they were independent, that is, without reflecting in the exposure to a foreign exchange rate the risks of the variation in other foreign exchange rates that could be directly influenced by it.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Value at risk

The value at risk of the derivatives held by Braskem which is defined as the loss that could result in one month as from December 31, 2016, with a probability of 5%, and under normal market conditions, was estimated by the Company at US$56,090 for the NCE exchange swap (Note 17.3.1(b.i)) and US$17,240 for the swap of Libor related to Braskem Idesa project (Note 17.3.1 (b.ii)).

(c)Selection of scenarios

In accordance with CVM Instruction No. 475/08, Braskem included three scenarios in the sensitivity analysis, with one that is probable and two that represent adverse effects to the Company. In the preparation of the adverse scenarios, only the impact of the variables on the financial instruments, including derivatives, and on the items covered by hedge transactions, was considered. The overall impacts on Braskem’s operations, such as those arising from the revaluation of inventories and revenue and future costs, were not considered. Since Braskem manages its exposure to foreign exchange rate risk on a net basis, adverse effects from depreciation in the Brazilian real in relation to the U.S. dollar can be offset by opposing effects on Braskem’s operating results.

(c.1)Probable scenario

The Focus Market Readout published by the Central Bank of Brazil on was used to create the probable scenario for the U.S. dollar/Brazilian real exchange rate, the Selic interest rate and the CDI interest rate, based on December 31, 2016. According to the Market Readout, at the end of 2017, the U.S. dollar will appreciate by 7.39% against theyear-end PTAX exchange rate on December 31, 2016, while the Selic rate will reach 10.25% p.a. The Selic rate is used as benchmark for sensitivity analysis of the CDI rate.

The probable scenario for the TJLP is a decrease of 0.50% from the current rate of 7.5%, in line with the size of the Government’s most recent decisions to increase or decrease the rate. The Market Readout does not publish forecasts for the Libor interest rate. Therefore, to determine the probable scenario, Braskem considered a 5% increase on current market levels.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c.2)Possible and extreme adverse scenario

The sensitivity values in the table below are the changes in the value of the financial instruments in each scenario.

   Gain (losses) 
       Possible adverse   Extreme adverse 

Instrument / Sensitivity

  Probable   (25%)   (50%) 

Brazilian real/U.S. dollar exchange rate

      

Bonds

   (1,036,955   (3,507,203   (7,014,406

BNDES

   (14,868   (50,287   (100,574

Working capital / structured operations

   (208,267   (704,404   (1,408,807

Export prepayments

   (56,617   (191,489   (382,979

Project finance

   (770,523   (2,606,073   (5,212,145

Financial investments abroad

   (26,815   (90,695   (181,389

Swaps

   (124,276   (430,272   (740,442

US Dollar put option

   (3,221   (4,184   (4,209

Financial investments abroad

   266,277    900,607    1,801,214 

Mexican peso/Brazilian real

      

Working capital / structured operations

   (798   (3,375   (6,750

Selic interest rate

      

BNDES

   87,168    (87,020   (183,619

Libor floating interest rate

      

Working capital / structured operations

   (2,647   (13,235   (26,470

Export prepayments

   (2,615   (13,077   (26,153

Swaps

   38,458    47,091    57,721 

CDI interest rate

      

Swaps NCE

   88,572    (83,961   (172,843

Swaps NCA

   144,826    (147,583   (314,493

Financial investments in local currency

   (145,683   129,996    260,218 

Instrument / Sensitivity

  Probable
8.0%
   Possible adverse
8.5%
   Extreme adverse
9.0%
 

TJLP interest rate

      

BNDES

   35,989    (36,686   (74,079

Other government agents

   44    (45   (91

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

18Taxes payable

   2016   2015   1/1/2015 
       Restated   Restated 

Brazil

      

IPI

   59,323    61,784    53,536 

IR and CSL

   222,680    427,880    260,785 

ICMS

   182,034    149,811    99,328 

PIS and COFINS

   59,105    66,332    61,085 

Other

   62,743    56,510    13,489 

Other countries

      

IR

   46,670    210,697    645 

Value-added tax

   15,622    56,975    4,576 
  

 

 

   

 

 

   

 

 

 

Total

   648,177    1,029,989    493,444 
  

 

 

   

 

 

   

 

 

 

Current liabilities

   624,080    1,003,273    233,434 

Non-current liabilities

   24,097    26,716    260,010 
  

 

 

   

 

 

   

 

 

 

Total

   648,177    1,029,989    493,444 
  

 

 

   

 

 

   

 

 

 

19Loan fromnon-controlling shareholders at Braskem Idesa

The contribution made by the shareholders to the subsidiary Braskem Idesa project could be made via capital or subordinated loan (loan). The loan recorded under this item of the balance sheet is owed to thenon-controlling shareholder of Braskem Idesa, and will be paid exclusively with the cash generation from the project. Because this loan is subordinated to Project finance (Note 16), it will be paid only after the fulfillment of a series of obligations under the Project finance. These obligations include, without limitation: (i) realization of the debit service payments due until said date; (ii) maintenance of a minimum balance in the project’s reserve accounts; and (iii) compliance with certain specific liquidity and coverage rates, both prospectively and retrospectively. The loan is denominated in U.S. dollar at an interest rate of 7% p.a., and the repayment schedule depends on the project’s cash generation and on the previously listed conditions.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

20Income tax and social contribution

20.1Reconciliation of the effects of income tax and social contribution on profit or loss

      2016   2015   2014 
          Restated   Restated 

Income (loss) before IR and CSL and after discontinued operations

    (140,010   4,414,161    1,069,210 

IR and CSL at the rate of 34%

    47,603    (1,500,815   (363,531

Permanent adjustments to the IR and CSL calculation basis

       

IR and CSL on equity in results of investees

    10,227    755    23,815 

Deferred tax losses and negative base

      (10,253   (71,942

Effects frompre-payment of taxes

        41,046 

IR and CSL accrued in previous years

    (46,460   (7,686   (17,227

Fine in leniency agreement

    (692,299    

Other permanent adjustments

   (i  64,883    (142,355   (103,189
   

 

 

   

 

 

   

 

 

 

Effect of IR and CSL on results of operations

    (616,046   (1,660,354   (491,028
   

 

 

   

 

 

   

 

 

 

Breakdown of IR and CSL:

       

Current IR and CSL

    (898,845   (391,968   (116,997

Deferred IR and CSL

    282,799    (1,268,386   (374,031
   

 

 

   

 

 

   

 

 

 

Total

    (616,046   (1,660,354   (491,028
   

 

 

   

 

 

   

 

 

 

(i)Includes the impact from the difference between IR/CSL tax rate in Brazil (34%) used for the preparation of this note and the tax rates in countries where the subsidiaries abroad are located, as follows:

Official rate - %
Headquarters
(Country)2016

Braskem Alemanha

Germany30.84

Braskem America and Braskem America Finance

USA35.00

Braskem Argentina

Argentina35.00

Braskem Austria

Austria25.00

Braskem Chile

Chile24.00

Braskem Holanda, Braskem Holanda Finance and Braskem Holanda Inc

Netherland25.00

Braskem Idesa, Braskem Idesa Serviços, Braskem México
Braskem México Serviços and Braskem México Sofom

Mexico30.00

The effective rate is 440.0% (2015 – 37.6% and 2014 – 45.9%). This effective rate is related to the accrual made to pay the Leniency Agreement and consequent adjustments in the IR and CSL bases. Excluding this accrual, the effective rate would be 36.90%.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

20.2Deferred income tax and social contribution

The income tax and social contribution recorded in the year are determined on the current and deferred tax basis. These taxes are calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company operates and are recognized in the statement of operations, except to the extent they relate to items directly recorded in equity.

(a)Breakdown of deferred IR and CSL

Assets

  As of December
31, 2015
   Impact on the
P&L
  Impact on the
equity
  Transfer to
asset/
libiality
held for sale
  As of December
31, 2016
 
   Restated              

Tax losses (IR) and negative base (CSL)

   2,114,530    305,846     2,420,376 

Goodwill amortized

   6,017    (1,393    4,624 

Exchange variations

   2,925,895    (2,460,948    464,947 

Temporary adjustments

   59,092    1,244,019   (576,971  (8,272  717,868 

Business combination

   189,403    1,847     191,250 

Deferred charges -write-off

   20,848    (20,848   
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   5,315,785    (931,477  (576,971   3,799,065 

Liabilities

                 

Amortization of goodwill based on future profitability

   735,019    32,258     767,277 

Tax depreciation

   815,243    52,679     867,922 

Temporary adjustments

   562,655    104,281   (346,227  (3,718  316,991 

Business combination

   217,182    (18,801    198,381 

Additional indexation PP&E

   110,731    7,471     118,202 

Hedge accounting

     (1,336,747  1,336,747   

Amortization of fair value adjustments on the assets from the acquisiton of Quattor

   289,528    (25,720    263,808 

Other

   153,589    (29,697    123,892 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 
   2,883,947    (1,214,276  990,520    2,656,473 

Net

   2,431,838    282,799   (1,567,491   1,142,592 
  

 

 

   

 

 

  

 

 

  

 

 

  

 

 

 

Presentation in the balance sheet:

       

Non-current assets

   3,204,666       1,653,115 

(-)Non-current liabilities

   772,828       510,523 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Net balance of deferred income and social contribution tax assets and liabilities

   2016 
   Headquarters   IR and CSL     
   (Country)   Asset   Liability   Balance 

Assets

        

Braskem S.A.

   Brazil    2,106,303    (2,063,844   42,459 

Braskem Argentina

   Argentina    6,745      6,745 

Braskem Alemanha

   Germany    36,932      36,932 

Braskem Idesa

   Mexico    1,463,502      1,463,502 

Braskem México Serviços

   Mexico    1,994      1,994 

Braskem Petroquímica - business combination effects

   Brazil    101,483      101,483 
    

 

 

   

 

 

   

 

 

 
     3,716,959    (2,063,844   1,653,115 
    

 

 

   

 

 

   

 

 

 

Liabilities

        

Braskem Petroquímica - business combination effects

   Brazil      (123,695   (123,695

Braskem Petroquímica

   Brazil    81,971    (162,241   (80,270

Braskem America

   USA      (305,289   (305,289

Braskem Chile

   Chile    135    (1,404   (1,269
    

 

 

   

 

 

   

 

 

 
     82,106    (592,629   (510,523
    

 

 

   

 

 

   

 

 

 
   2015 
   Headquarters   IR and CSL     
   (Country)   Asset   Liability   Balance 
               Restated 

Assets

        

Braskem S.A.

   Brazil    4,124,563    (1,967,050   2,157,513 

Braskem Argentina

   Argentina    8,235      8,235 

Braskem Alemanha

   Germany    104,785      104,785 

Braskem Idesa

   Mexico    890,723    (65,306   825,417 

Braskem México Serviços

   Mexico    2,894      2,894 

Quantiq

   Brazil    7,811    (1,623   6,188 

Braskem Petroquímica and Braskem Qpar - business combination effects

   Brazil    99,634      99,634 
    

 

 

   

 

 

   

 

 

 
     5,238,645    (2,033,979   3,204,666 
    

 

 

   

 

 

   

 

 

 

Liabilities

        

Braskem Petroquímica and Braskem Qpar - business combination effects

   Brazil      (138,029   (138,029

Braskem Petroquímica

   Brazil    76,978    (160,774   (83,796

Braskem America

   USA      (550,953   (550,953

Braskem Chile

   Chile    125    (175   (50
    

 

 

   

 

 

   

 

 

 
     77,103    (849,931   (772,828
    

 

 

   

 

 

   

 

 

 

The tax losses and negative social contribution bases do not expire under the Brazilian taxation regime, and tax losses do not expire in Germany.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)Realization of deferred income tax and social contribution

      Balance at   Realization 
      December 31,       2018 and   2020 and   2022 

Assets

  Note  2016   2017   2019   2021   thereafter 

Tax losses (IR) and negative base (CSL)

   (i  2,420,376    155,551    881,149    871,224    512,452 

Goodwill amortized

    4,624    847    1,399    741    1,637 

Exchange variations

   (ii  464,947          464,947 

Temporary adjustments

   (iii  717,868    315,370    17,190    11,342    373,966 

Business combination

   (iv  191,250          191,250 
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total assets

    3,799,065    471,768    899,738    883,307    1,544,252 

Liabilities

                       

Amortization of goodwill based on future profitability

   (v  767,277          767,277 

Tax depreciation

   (vi  867,922          867,922 

Temporary differences

   (vii  316,991    32,898    65,796    66,763    151,534 

Business combination

   (viii  198,381    13,718    27,435    27,435    129,793 

Additional indexation PP&E

   (ix  118,202    11,833    23,666    23,666    59,037 

Amortization of fair value adjustments on the assets from the acquisiton of Quattor

    263,808    60,676    60,676    60,676    81,780 

Other

    123,892    15,730    31,460    31,460    45,242 
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total liabilities

    2,656,473    134,855    209,033    210,000    2,102,585 
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net

    1,142,592    336,913    690,705    673,307    (558,333
   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Basis for constitution and realization:

(i)In Brazil and Germany, the use of tax losses has limits to the taxable income for the year. In Brazil, this limit is 30%, whereas in Germany is 60%.
(ii)In Brazil, the Company opted to tax exchange variation of assets and liabilities denominated in foreign currency under the cash method. Thus, this variation will be realized as assets and liabilities are received/paid. For accounting purposes, exchange variation is recognized under the accrual basis, which results in deferred IR and CSL.
(iii)Accounting expenses not yet deductible for calculating income tax and social contribution, whose recognition for tax purposes occurs in subsequent periods.
(iv)Refers to:tax-related goodwill, and contingencies recognized from business combinations. Tax realization of goodwill will occur upon the merger of the investments and contingencies arising from write-offs due to the settlement or reversal of the processes involved.
(v)Goodwill for the future profitability of the merged companies not amortized since the adoption of Law 11,638/07. Tax realization is associated with thewrite-off of goodwill to impairment or any other reason.
(vi)For calculation of IR and CSL, assets are depreciated at rates higher than those used for accounting purposes. As tax depreciation is exhausted, these deferred IR and CSL start to be realized.
(vii)Revenues whose taxation will occur in subsequent periods.
(viii)Fair value adjustments on property, plant and equipment and intangible assets identified in business combinations, whose tax realization is based on the depreciation and amortization of these assets.
(ix)Additional adjustment of property, plant and equipment, whose tax realization is based on the depreciation of assets.

Considering the limitations to the use of tax losses in Brazil and Germany and the known impacts on the position of deferred taxes, the Company estimates that it will be necessary to generate taxable income of around R$2,618,351 in the following years to realize its deferred tax assets registered on December 31, 2016.

Annually, the Company revises its projection of taxable income based on its Business Plan (Note 3.1). If this projection indicates that the taxable income will not be sufficient to absorb the deferred taxes, the amount corresponding to portion of the asset that will not be recovered is written off.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

21Advances from customers

Most of the amount under this item corresponds to an advance received in September 2016 by the subsidiary Braskem Holanda, of R$324,620 (US$100,000) linked to an agreement for the supply of basic petrochemical products, which will be delivered from January 2017 to December 2018.

22Sundry provisions

   Note   2016   2015 

Provision for customers rebates

   (a   41,475    46,929 

Provision for recovery of environmental damages

   (b   254,040    127,227 

Other

     23,621    19,277 
    

 

 

   

 

 

 

Total

     319,136    193,433 
    

 

 

   

 

 

 

Current liabilities

     112,891    93,942 

Non-current liabilities

     206,245    99,491 
    

 

 

   

 

 

 

Total

     319,136    193,433 
    

 

 

   

 

 

 

(a)Client bonus

Some sales agreements of Braskem provide for a rebate, in products, should some sales volumes be achieved within the year,six-month period or three-month period, depending on the agreement. The bonus is recognized monthly in a provision, assuming that the minimum contractual amount will be achieved. As it is recognized based on contracts, the provision is not subject to significant uncertainties with respect to their amount or settlement.

(b)Recovery of environmental damages

Braskem has a provision for future expenses for the recovery of environmental damages in some of its industrial plants. The amount provisioned corresponds to the best and most conservative estimate of the expenses required to repair the damages.

(c)Changes in provisions

       Recovery of         
       environmental         
   Bonus   damage   Other   Total 

December 31, 2015

   46,929    127,227    19,277    193,433 

Additions, inflation adjustments and exchange variation, net

   28,510    182,319    9,173    220,002 

Write-offs through usage and payments

   (33,964   (55,506   (4,829   (94,299
  

 

 

   

 

 

   

 

 

   

 

 

 

December 31, 2016

   41,475    254,040    23,621    319,136 
  

 

 

   

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

23Contingencies

Braskem is a defendant in lawsuits and administrative proceedings arising from the normal course of its business. These claims are of a tax, labor and social security, civil and corporate nature. Proceedings assessed as having a probable chance of loss are provisioned for, as described in Note 3.5. Proceedings assessed as having a possible chance of loss are not provisioned for, except in relevant cases involving business combinations. Any changes in the understanding of the positioning of the courts could cause future impacts on the financial statements of the Company arising from such proceedings.

23.1Claims with probable chance of loss and from business combination

       2016   2015 

Labor claims

   (a   207,827    143,013 

Tax claims

   (b    

Normal operations

      

IR and CSL

     11,462    16,832 

PIS and COFINS

   (i   204,516    6,154 

ICMS

     39,604    22,601 

Other tax claims

     19,586    25,908 
    

 

 

   

 

 

 
     275,168    71,495 
    

 

 

   

 

 

 

Business Combination

      

IR and CSL

     45,656    40,223 

PIS and COFINS

   (ii   51,052    44,771 

ICMS - interstate purchases

   (iii   223,071    195,320 

ICMS - other

     16,379    14,364 
    

 

 

   

 

 

 
     336,158    294,678 
    

 

 

   

 

 

 

Corporate claims

   (c   105,175    12,708 

Civil claims and other

     60,909    32,587 
    

 

 

   

 

 

 
     985,237    554,481 
    

 

 

   

 

 

 

(a)Labor claims

The provision on December 31, 2016 is related to 632 labor claims, including occupational health and security cases (642 in 2015). The Company’s legal advisors estimate that the term for the termination of these types of claims in Brazil exceeds five years. The estimates related to the outcome of proceedings and the possibility of future disbursement may change in view of new decisions in higher courts.

(b)Tax claims

On December 31, 2016, the main claims are the following:

(i)Non-cumulative PIS and COFINS taxes

The Company is charged amounts arising from the compensation ofnon-cumulative PIS and COFINS tax credits that were not approved by the Federal Revenue Service, since it did not recognize the declared credits, due to: (i) differences between the amounts reported in the Statement of Calculation of Social Contributions (DACON) and those in the electronic files of tax invoices; (ii) amounts not recorded in the interim balance sheets, acquisitions not taxed for contributions, recording of a credit on a portion of IPI, failure to submit tax documents; and (iii) nonpayment of amounts stated as due in DACONs/Statements of Federal Tax Debits and Credits (DCTF). The Company is also required to pay debits related to tax offsets made in Offset Statements (Dcomp) using credits in amounts exceeding those declared on the respective DACONs.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The Company’s external advisors, after considering the fragility of the cases and the precedents on the matters at the Administrative Council of Tax Appeals (“CARF”), evaluated that the disputes related to such matters have a probable likelihood of loss, and estimated the conclusion of administrative procedures in 2020.

In December 31, 2016 the balance this claim is R$202,304.

There are no judicial deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.

(ii)PIS and COFINS taxes

The Company is assessed for the payment of these taxes in many claims, such as:

Insufficient payment of COFINS for the period from March 1999 to December 2000, from February 2001 to March 2002, from May to July 2002 and September 2002 due to alleged calculation errors, andnon-compliance with the widening the tax calculation base and increasing the contribution rate envisaged in Law 9,718/98;

Offset of the COFINS dues relating to September and October 1999 using the credit resulting from the addition of 1% to the COFINS rate;

Rejection of the offset of PIS and COFINS dues relating to the period from February to April 2002 using the PIS credits under Decree-Laws 2,445 and 2,449, calculated between June 1990 and October 1995, under the argument that the time period for using said credits had expired; and

Allegednon-taxation of revenue from foreign exchange variations, determined as a result of successive reductions in the capital of the associated company.

Guarantees were offered for these claims in the form of bank guarantee and finished products manufactured by the subsidiary Braskem Petroquímica, which, together, cover the amount of court claims. The Company’s management estimates that these cases should be terminated by 2020.

(iii)ICMS - interstate purchases

In 2009, the merged company Braskem Qpar was assessed by the Finance Department of the State of São Paulo for the payment, at the administrative level, of ICMS in view of allegedly committing the following violations:

Undue use of ICMS tax credits (i) in the amount of R$53,478, in the periods from February 2004 to August 2005, November 2005 to February 2006, and September 2006 to January 2008, due to the recording of credits indicated on the invoices for the sale of “acrylonitrile,” issued by Acrinor Acrilonitrila do Nordeste S/A; (ii) in the amount of R$1,581, in the period from December 2004 to August 2005, arising from the undue recording of credits on invoices for the sale of methyl acrylate, issued by Proquigel Química S/A; and (iii) in the amount of R$3,105, in the period from August 2004 to November 2005, arising from the undue recording of credits in invoices for the sale of methyl methacrylate, issued by Proquigel Química S/A, since the products were to be exported, and therefore were exempt from payment of ICMS tax;

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The fine for the abovementioned tax offense corresponds to 100% of the principal value recorded, as per Article 527, item II,sub-item “j” jointly with paragraphs 1 and 10 of RICMS/SP;

Fine in the amount of 30% on R$480,389, due to the issue of invoices under CFOP 6,905, without the corresponding product shipment, based on the provisions of Article 527, item IV,sub-item “b” jointly with paragraphs 1 and 10 of RICMS/SP; and

Fine due to lack of presentation of tax documents requested under a specific deficiency notice, as per Article 527, item IV,sub-item “j” jointly with paragraphs 8 and 10 of RICMS/SP.

Discussions in the administrative sphere were ended in 2015, with the Company proposing lawsuits. Due to the favorable injunctions granted to the Company, in one of the claims, the São Paulo Treasury Department rectified the amount of the debit to apply interest for late payment and inflation adjustment limited to the SELIC basic interest rate, which resulted in the debit being reduced by 20%. In the other claim, the tax liability was suspended. A performance bond was offered as a guarantee for these claims. Management estimates that these cases should be concluded by 2022.

(c)Corporate claims

On December 31, 2016, the main claim is related to an ordinary collection claim combined with a request for damages for losses, requesting the payment of dividends and a share bonus arising from the class “A” preferred shares of the dissolved company Salgema Indústrias Químicas S.A.

Once the claim was granted, the amount effectively owed by Braskem began to be calculated. During this phase, the judge recognized that dividends and bonus related to fiscal years prior to 1987 had become time-barred and were no longer owed by Braskem.constitutes a contingent asset, and such amount is recognized.

However, the Alagoas State Court of Appeals reviewed the decision and considered that amounts prior to such period also were owed. Against the decision, Braskem filed a Special Appeal with the Superior Court of Justice (STJ), which is pending trial.

During fiscal year 2016, Braskem recognized a provision of R$53,547 and there is no guarantee related to this claim.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

23.2Claims with possible chance of loss

The balance of contingent liabilities as of December 31, 2016 and 2015 is as follows:

       2016   2015 

Tax claims

   (a   6,307,214    5,858,112 

Labor claims

   (b   580,623    587,861 

Civil claims

   (c   494,965    361,760 

Other lawsuits

   (d   166,297    214,336 
    

 

 

   

 

 

 

Total

     7,549,099    7,022,069 
    

 

 

   

 

 

 

(a)Tax

On December 31, 2016, the main tax contingencies, grouped by matter and totaling, at least, R$30 million, are the following:

(i)ICMS

The Company is involved in many ICMS collection claims related to assessment notices drawn up mainly by the Finance Department of the States of São Paulo, Rio de Janeiro, Rio Grande do Sul, Bahia and Alagoas. On December 31, 2016, the adjusted amounts of these claims total R$452 million and the claims include the following matters:

ICMS credit on the acquisition of assets that are considered by the Revenue Services as being of use and consumption. The Revenue Service understands that the asset has to be a physically integral part of the final product to give rise to a credit. Most of the inputs questioned do not physically compose the final product. However, the Judicial branch has a precedent that says that the input must be an integral part of the product or be consumed in the production process.

ICMS credit arising from the acquisition of assets to be used in property, plant and equipment, which is considered by the Revenue Services as not being related to the production activity, such as laboratory equipment, material for the construction of warehouses, security equipment, etc.

internal transfer of finished products for an amount lower than the production cost;

omission of the entry or shipment of goods based on physical count of inventories;

lack of evidence that the Company exported goods so that the shipment of the goods is presumably taxed for the domestic market;

non-payment of ICMS on the sale of products subject to tax substitution and credit from acquisitions of products subject to tax substitution;

fines for the failure to register invoices; and

nonpayment of ICMS tax on charges related to the use of the electricity transmission system in operations conducted in the Free Market (ACL) of the Electric Power Trading Chamber (CCEE).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The Company’s legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2020, and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 40% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

The Company offered assets for pledge in the amount of R$44 million, supporting exclusively the amounts involved in the lawsuits.

(ii)PIS and COFINS sundry

The Company is involved in collection actions related to PIS and COFINS assessments in the administrative and judicial courts, which discuss the alleged undue offsetting of credits arising from administrative proceedings and lawsuits, including: (i) Income Tax prepayments; (ii) FINSOCIAL; (iii) tax on net income (ILL); (iv)PIS-Decrees; and (v) the COFINS tax arising from the undue payment or payment in excess, as well the as COFINS levied on Interest on Capital.

On December 31, 2016, the adjusted amounts involved of these assessments total R$170 million.

The Company’s external legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2018; and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

The Company offered assets in guarantee, in the amount of R$128 million, which cover the amount exclusively involved in these claims.

(iii)PIS, COFINS, IR and CSL: taxation of tax losses and reductions in debits in connection with the installment payment program under MP 4790/09

The Company was assessed for not recording as taxable the amounts of the credits from tax losses and social contribution tax loss carryforwards used to settle tax debits paid in installments under Provisional Presidential Decree 470/09. In the specific case of PIS and COFINS taxes, the assessment also includes the reductions applied to fines and interest arising from the adoption of the installment payment plan. Said tax credits and reductions of debits were not taxed, given the understanding of the Company that they did not represent taxable income.

On December 31, 2016, the inflation-adjusted amount of taxes recorded and tax effects of disallowances of income tax losses and social contribution tax loss carryforwards is R$1.5 billion.

The Company’s legal advisors estimate that: (i) the administrative level of these judicial proceedings is expected to be concluded by 2018; and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 40% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

No guarantees have been accrued for these assessments.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(iv)Non-cumulative PIS and COFINS

The Company received a deficiency notice from the Brazilian Federal Revenue Service due to the use ofnon-cumulative PIS and COFINS tax credits in the acquisition of certain goods and services consumed in its production process. The matters whose chance of loss is deemed as possible are mainly related to the following: (i) effluent treatment services; (ii) charges on transmission of electricity; (iii) freight for storage of finished products; and (iv) extemporaneous credits from acquisitions of property, plant and equipment. These matters have already been contested at the administrative level and comprise the period from 2006 to 2011, and as of December 31, 2016 totaled R$889 million.

The Company’s legal counsel, in view of the recent decisions by the Tax Resources Administrative Board and the evidence provided by the Company, assess as possible the chances of loss at the administrative and legal levels. Any changes in the court’s understanding of the position could cause future impacts on the financial statements of the Company due to such proceedings.

23.1 Lawsuits with probable losses

Schedule of lawsuits with probable losses    
  2023 2022
Labor claims  186  212
     
Tax claims    
IR and CSL  51  52
PIS and COFINS  241  311
ICMS  366  349
Other tax claims  19  24
   677  736
     
Corporate claims  111  103
Civil claims and other 121  120
     
  1,095 1,171

As of December 31, 2023, the main claims considered in provisions are the following:

F-64  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of main claims considered in provisions  
Description of tax lawsuits Provisioned amount 
  2023 2022
Taxing Entity: Government State of São Paulo    
1) ICMS tax on interstate purchases: Charge of tax on undue use of credits arising from the acquisition of products for exports, plus fine due to lack of presentation of tax documents requested. The lawsuits are under legal phase and the Company pledged performance bond at their full amount. 346  329
Taxing Entity: Federal Government    

2) Non-cumulative PIS and COFINS taxes: Charges of amounts due to offset of non-cumulative PIS and COFINS tax credits, related to the periods from 2005 to 2010 and from 2012 to 2018, that were not approved by the Federal Revenue Service of Brazil. The lawsuits refer to offsetting statements in amounts that exceeded those declared, freight expenses, acquisition of property, plant and equipment and revenues incorrectly classified. They are under administrative phase and the amount is fully provisioned. Part of debits were included in the Tax Litigation Reduction Program, leading to a reduction of R$80.
 132  212

3) PIS and COFINS taxes: Charge of debits related to various periods, between 1999 and 2002, arising from insufficient payments of contributions and offset considered undue by the Tax Authority using credit resulting from the addition of 1% to the COFINS rate and PIS credits under Decree-Laws 2,445 and 2,449, whose period of use had allegedly expired. The lawsuits are under legal phase and the Company pledged bank guarantee and performance bonds at their full amount.
 79  70
4) Sundry tax lawsuits 120  125
Total tax lawsuits 677  736

     
Description of corporate lawsuits Provisioned amount 
  2023 2022
Plaintiff: Banco do Brasil S.A    
1) The Company is party to writ of debt filed against it in 1991, currently under appellate phase. Triken S.A. (“Triken”), merged into Braskem, received unfavorable decision to distribute remaining profits to the plaintiffs (preferred shareholders) that were non-controlling shareholders. The amount related to the lawsuit is fully provisioned by the Company. 88  82
2) Sundry corporate lawsuits 23  21
Total corporate lawsuits 111  103

(a) Changes in claims with probable chance of loss

Schedule of changes in claims with probable chance of loss     
      Corporate Civil claims  
  Labor claims Tax claims claims and other Total
December 31, 2021  269  715  95  75 1,154
           
Additions, monetary adjustments and exchange variation  129  60  9  76  274
Payments  (59)  (9)  (1)  (2)  (71)
Reversals (*)  (127)  (32)    (29)  (188)
December 31, 2022  212  736  103  120 1,171
           
Additions, monetary adjustments and exchange variation  71  143  8  46  268
Payments  (37)  (10)    (25)  (73)
Reversals (*)  (60)  (191)    (20)  (271)
           
December 31, 2023  186  677  111  121 1,095

(*)A provision reversal occurs when the probability of loss or the value attributed to the lawsuit changes, or the suit is closed with a cash disbursement lower than the provisioned amount.

F-65  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

23.2 Contingent liabilities

The contingent liabilities whose loss is assessed as possible (possibility of loss greater than remote and less than probable) by the Company’s Management, based on its evaluation and that of its external legal counsel expect the proceedings at administrative level to conclude in 2020.

No judicial deposit or other form of security was accrued for most of these claims,advisors, are disclosed as they are still being discussed administratively.follows:

Schedule of contingent liabilities    
  2023 2022
     
Tax claims 26,216 18,271
Civil claims - Alagoas  8,971  5,489
Civil claims - Other 740 786
Social security claims 824 516
Environmental claims 689 640
Labor claims 513 606
Other lawsuits 424 381
Total 38,377 26,689

F-66  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

(v)23.2.1IR and CSL – Charges with goodwill amortization and otherBreakdown of contingent liabilities
Schedule of breakdown of contingent liabilities    
Description of tax lawsuits Estimate
  2023 2022
Taxing Entity: Federal Government    
1) Income taxes tax: Tax assessments related to calendar years 2015, 2016, 2018 and 2019, due to non-recognition of application of Agreement to avoid double taxation, signed between Brazil and Netherlands, which establishes that profits from Dutch companies are not taxable in Brazil at the end of every year. The notification for the calendar years 2018 and 2019, received in 2023, also involved non-deductibility of interest rates due to a different understanding regarding the sub-capitalization limit and its tax effects. The inflation-adjusted amount of uncertain tax treatment includes periods mentioned or not mentioned in tax assessments. In view of the calculation of tax losses by the Company in calendar years 2022 and 2023, the amounts related to these periods were calculated considering only the principal amount, excluding fines and interest rates. The amount related to the calendar year 2017 was excluded from this lawsuit due to its time-barring. In addition to including the amount related to calendar year 2023, the lawsuit also considers the amount related to calendar year 2020, due to the issue of financial statements of Dutch entities under local GAAP. The lawsuits are under administrative phase. 18,552 10,665
2) Non-cumulative PIS and COFINS taxes: Charge related to calendar years 2004 to 2018, arising from use of credits on acquisition of goods and services consumed in the production process. The lawsuits are under administrative and legal phase, and the Company pledged performance bonds and deposits at their full amount.  1,507  1,400
3) Income taxes tax: Tax assessments arising from deducted amortization charges, between 2007 and 2013, from goodwill originated from equity interests acquired during 2002. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$150.  1,027  1,100
4) Income taxes tax: Tax assessments related to calendar years 2012 and 2015, arising from disallowances of exchange variation expenses with naphtha import transactions, incurred after due date of commercial invoices. The lawsuits also address inflation adjustment in income tax losses and social contribution tax loss carryforwards and partial disallowance of cost of naphtha imported from subsidiary abroad. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$198. The lawsuits are under administrative phase.  1,000  1,200
5) IR/CSL tax: Tax assessments related to the offset of credits from income tax losses and social contribution tax loss carryforward with IR and CSL debits, in merger events carried out in November 2007 and August 2013, exceeding the limit of 30%. The lawsuits are under legal phase, and the Company pledged performance bonds at their full amount. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$150. 346 462
6) Income taxes rate: Tax assessments arising from deducted amortization charges, between 2020 and 2021, from goodwill originated from equity interests acquired during 2012, by Cetrel and DAC. The lawsuits are pending in the administrative sphere in higher courts.  212 195
7) Income taxes rate: Charges due to the non-approval of offsets made using credits arising from negative balance. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. 185 176
8) Social security contributions: Charge of additional contribution for Occupational Environmental Risk to fund the special retirement plan due to the alleged exposure of workers to hazardous agents from January 2016 to July 2018, from November 2000 to January 2001 and from November 2001 to June 2002. The lawsuits are under administrative and legal phases, and the Company pledged performance bonds at their full amount. 183 203

F-67  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

9) PIS and COFINS taxes: Charges arising from alleged undue offsets using credits from other federal taxes. The lawsuits address credits arising from: i) prepayments of IR tax, ii) FINSOCIAL and COFINS taxes, iii) tax on net profit, iv) PIS-Decree-Laws 2,445 and 2,449. The lawsuits are under legal phase, and the Company pledged bank guarantees and performance bonds at their full amount. 142 136
10) Income taxes rate: Tax assessment arising from disallowance of advertising and commission expenses, paid by Braskem and Braskem Inc., and the lack of payment of withholding tax on them. The lawsuit is under administrative phase. The amount related to fine was reclassified to remote loss, in compliance with Article 8 of Federal Law 14,689/23, leading to a reduction of R$28. 138 153
11) PIS and COFINS taxes: Charges due to the non-approval of offsets using credits from Cide-Combustíveis, as authorized by Federal Law 10,336/2001. The lawsuits are under legal phase, and the Company pledged performance bonds at their full amount. 128 123
Taxing Entity: State Government of Alagoas    
12) ICMS tax: Tax assessments related to calendar years 2015 to 2019, due to lack of ICMS reversal on output with tax deferral. The lawsuits are under administrative phase. 698 639
Taxing Entity: State Governments of São Paulo, Rio de Janeiro, Bahia, Pernambuco, Rio Grande do Sul and Alagoas    
13) ICMS tax: Charges of tax underpayments. The lawsuits refer to (i) use of tax credits to acquire property, plant and equipment,goods considered as for use and consumption and products subject to tax replacement; (ii) transfers of finished products at amount below the production cost; (iii) non-payment of tax due to: input or output omissions; charges related to electricity operations and sale of products subject to tax replacement; (iv) lack of evidence of export of goods; (v) fines for lack of registration of invoices. The lawsuits are under administrative and legal phases, and the Company pledged bank guarantees, performance bonds and judicial deposits at their full amount. Part of the amount related to the use and consumption matter was reclassified to remote loss, in accordance with decision 1.775.781/SP issued by EAREsp, leading to a reduction of around R$147. 623 768
14) Sundry tax lawsuits  1,477  1,051
Total tax lawsuits 26,216 18,271

     
Description of civil lawsuits Estimate
  2023 2022
Plaintiff: Resibril Química S.A.    
1) Lawsuit filed by Resibril, former reseller of solvents, claiming alleged breach of a tacit distribution agreement. The lawsuit is awaiting judgment. 340 302
2) Civil lawsuits - Alagoas (Note 24.1)  8,971  5,489
3) Sundry civil lawsuits 400 484
Total civil lawsuits 9,711 6,275

Description of social security lawsuits Estimate
  2023 2022
Plaintiff: Former team members    
1) Lawsuits over withdrawal of sponsorship of Petros plan. Currently, the portfolio is composed of 743 lawsuits filed by former team members of Braskem or merged companies, beneficiaries of Petros plans (Copesul, Copene and PQU), related to sundry matters arising from withdrawal of sponsorship of the plan, whose claims include: Difference of Individual Withdrawal Fund, additional of 90%, and Objection to legality of Withdrawal of Sponsorship. The increase in the amount involved during the year is mainly due to (i) the fresh lawsuits resulting from Petros' notice requesting reimbursement of amounts from Braskem as per the withdrawal agreement, and (ii) a valuation of lawsuit involving a significant amount.  668 379
2) Social security lawsuits 156 137
Total social security lawsuits 824 516

F-68  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Description of environmental lawsuits Estimate
  2023 2022
Plaintiff: São Paulo State Prosecution Office     
1) Public-Interest Civil Action (Hashimoto) filed in June 2018 by the São Paulo State Prosecution Office against the Company and other firms that operate in the Capuava Petrochemical Complex, whose claims include the reparation and/or remediation of environmental damages . After Braskem filed its defense in December 2020, there were no changes, and the lawsuit remains awaiting expert evidence.  225 201
Plaintiff: Local Government of Ulianópolis - Pará     
2) Public-Interest Civil Action filed in September 2011 by the Local Government of Ulianópolis, Pará, against Braskem and other companies, whose claims include the reparation and/or remediation of environmental damages allegedly resulting from the improper delivery of waste. The companies filed defense, however, a decision was rendered determining the temporary dismissal of the action for one year. 397 363
3) Sundry environmental lawsuits 67 76
Total environmental lawsuits 689 640

     
Description of other lawsuits Estimate
  2023 2022
Plaintiff: Américo Vinícius de Carvalho and Others    
1) The Company is party to writ of debt filed against it in 1988, currently under liquidation of award. Polialden Petroquímica S.A. (“Polialden”), merged into Braskem, received unfavorable decision to distribute remaining profits to the plaintiffs (preferred shareholders) that were non-controlling shareholders. The lawsuit awaits accounting evidence of amounts due. 287 262
2) Sundry other lawsuits 137 119
Total other lawsuits 424 381

23.3 Class action

On August 25, 2020, an action was filed against Braskem and some of its current and former executives in the US District Court for the District of New Jersey, in the United States, on behalf of an alleged class of investors who acquired Braskem's shares. The action was grounded in the U.S. Securities Exchange Act of 1934 and its rules, based on allegations that the defendants made false statements or omissions related to the geological event in Alagoas.

On December 15, 2022, the parties entered into Agreement to terminate the Class Action via payment of R$ 16 (US$3) which was paid in January 2023. On May 5, 2023, the court ratified the agreement without exceptions. On May 25, 2023, the Order of Dismissal was issued, recognizing that there were no objections to the agreement and determining the conclusion of the case involving Braskem and the related parties. The allocation of the amounts paid by reason of the agreement was ratified by the court on December 13, 2023.

23.4 Contingent assets

(i) Compulsory loans: Centrais Elétricas Brasileiras S.A. (“Eletrobras”)

The compulsory loan in favor of Eletrobras was established by Federal Law 4.156/62, to finance the energy industry and remained effective until 1993. It was collected through the energy bills of industrial consumers with monthly consumption equal to or higher than 2000kwh and, after successive amendments to the law, the reimbursement was extended to 20 years, plus compensatory interest of 6% per year, which can be anticipated through conversion of credits into shares issued by Eletrobras.

Between 2001 and 2009, the companies merged into Braskem filed proceedings seeking the recovery of amounts related to differences in the inflation adjustment of the compulsory loan, interest on arrears and compensatory interest and other related payments.

F-69  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

In August 2023, Braskem entered into an assignment contract in the amount of R$127, with no right of indemnity, of a portfolio of credit rights arising from lawsuits, among which those filed by the Company that requested the restitution of Eletrobras mandatory loans, in the amount of R$41.

24 Geological event - Alagoas

The Company was served byoperated, since its formation and subsequently as the Federal Revenue Service for deducting amortization charges, from 2007 to 2012, relating to goodwill originated from acquisitions of shareholding interests in 2002. In that year, several business groups divested their petrochemical assets, which were consolidated to enable the consequent foundation of Braskem.

The current valuesuccessor of the recorded taxescompany Salgema, salt mining wells located in Maceió city, state of Alagoas, with the purpose of supplying raw material to its chlor-alkali and dichloroethane plant. In March 2018, an earthquake hit certain districts of Maceió, where the tax effectswells are located, and cracks were found in buildings and public streets of Pinheiro, Bebedouro, Mutange and Bom Parto districts.

In May 2019, the canceled tax loss and social contribution tax loss carryforwards through said deficiency noticesGeological Survey of Brazil (“CPRM”) issued a report, indicating that the geological phenomenon observed in the region, could be related to the rock salt exploration activities developed by Braskem. In view of these events, on December 31, 2016, was R$ 1.2 billion.

This conclusion is based on the following: (i) the equity interests were acquired with effective payment, business purposeMay 9, 2019, Braskem preventively decided to suspend its salt mining activities and the participationoperation of independent parties;its chlor-alkali and dichloroethane plant.

Since then, the Company has been devoting its best efforts to understand the geological event: (i) possible surface effects; and (ii) the real economic natureanalyses of cavities’ stability. The results are being shared with the Brazilian National Mining Agency (“ANM”) and other pertinent authorities, which the Company has been maintaining constant dialogue.

Braskem presented to ANM the measures for shutting down its salt mining fronts in Maceió, with measures for the closure of its cavities, and, on November 14, 2019, it proposed the creation of a protective area surrounding certain cavities as a precautionary measure to ensure public safety. These measures are based on a study conducted by the Institute of Geomechanics of Leipzig (IFG), in Germany, an international reference in the geomechanical analysis of areas of salt extraction by dissolution and are being adopted in coordination with the Civil Defense of Maceió and other authorities.

As a result of the transactionsgeological phenomenon, negotiations were conducted with public and regulatory authorities that resulted in the recording of interest and exchange variation expenses.Agreements executed, including:

(i)Instrument of Agreement to Support the Relocation of People in Risk Areas (“Agreement for Compensation of Residents"), entered into with State Prosecution Office (“MPE”), the State Public Defender’s Office (“DPE”), the Federal Prosecution Office (“MPF”) and the Federal Public Defender’s Office (“DPU”), which was ratified by the court on January 3, 2020, adjusted by its resolutions and subsequent amendments, which establish cooperative actions for relocating residents from risk areas, defined in the Map of Sectors of Damages and Priority Action Lines by the Civil Defense of Maceió (“Civil Defense Map”), as updated in December 2020 (version 4), and guaranteed their safety, which provides support, under the Financial Compensation and Support for Relocation Program (“PCF”) implemented by Braskem to the population in the areas of the Civil Defense Map, as well as the dismissal of the Public-Interest Civil Action (Reparations for Residents), as detailed in Note 24.1 (i).
(ii)Instrument of Agreement with the Labor Prosecution Office of the State of Alagoas (MPT - AL), entered into on February 14, 2020, in the amount of R$40, for implementation of the Program to Recover Business and Promote Education for residents and workers from the districts affected by the geological phenomenon. The program consists of support for the construction of daycare centers and schools and for administering professional training programs, as well as support for the Civil Defense to hire skilled professionals to continue monitoring the risk areas in the districts affected. On March 3, 2020, with the approval of the agreement by the court, the Public-Interest Civil Action (Reparation for Workers) was dismissed;

There is no judicial deposit or any other type of guarantee for these proceedings.

F-70  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

(vi)(iii)IRInstrument of Agreement to Dismiss the Public-Interest Civil Action on Socio-Environmental Reparation and CSL – Reductionthe Agreement to define the measures to be adopted regarding the preliminary injunctions of tax lossesthe Public-Interest Civil Action on Socio-Environmental Reparation (jointly referred to as “Agreement for Socio-Environmental Reparation”), signed with the MPF with the MPE as the intervening party, on December 30, 2020, in which the Company mainly undertook to: (i) adopt measures to stabilize and social contribution tax loss carryforwardsmonitor the subsidence phenomenon arising from salt mining; (ii) repair, mitigate or compensate possible environmental impacts and damages arising from salt mining in the Municipality of Maceió; and (iii) repair, mitigate or compensate possible socio-environmental impacts and damages arising from salt mining in the Municipality of Maceió, as well as the termination of the Public-Interest Civil Action (Socio-environmental Reparation) related to the Company, as detailed in Note 24.1 (iii). Moreover, the Agreement for Socio-Environmental Reparation envisages the inclusion of other parties, which depends on specific negotiation with such potential parties;
(iv)Instrument of Agreement for Implementation of Socioeconomic Measures for the Requalification of the Flexal Area (“Flexal Agreement”) entered into with MPF, MPE, DPU and the Municipality of Maceió and ratified on October 26, 2022 by the 3rd Federal Court of Maceió, which establishes the adoption of requalification actions in the Flexais region, compensation to the Municipality of Maceió and indemnities to the residents of this location;
(v)Instrument of Global Agreement with the Municipality of Maceió (“Instrument of Global Agreement”) ratified on July 21, 2023 by the 3rd Federal Court of Maceió, which establishes, among other things: (a) payment of R$1.7 billion as indemnity, compensation and full reimbursement for any property and non-property damages caused to the Municipality of Maceió; (b) adherence of the Municipality of Maceió to the terms of the Socio-environmental Agreement, including the Social Actions Plan (PAS).

The Company's Management, based on its assessment and that of its external advisers, taking into account the short and long-term effects of technical studies prepared, available information and the best estimate of expenses for implementing the measures related to the geological event in Alagoas, provision changes in the fiscal year ended on December 31, 2023 and 2022 were:

Schedule of provision       
   2023 2022
      
Balance at the beginning of the year   6,627  7,661
        
Additions (*)   2,307  1,520
Payments (**)   (3,826)  (2,743)
Realization of present value adjusment  132 188
Balance at the end of the year    5,240  6,627
        
Current liability   2,759  4,248
Non-current liability   2,481  2,379
Total   5,240  6,627

(*)In 2023, include: a) the additional provision of R$ 980 (R$ 920 net of present value adjustment) of the Instrument of Global Agreement of R$ 1.7 billion disclosed above, of which approximately R$ 720 were already provisioned. Of this amount, R$700 was disbursed in 2023 and R$1 billion (R$961 net of present value adjustment) is classified as other accounts payable; b) monetary adjustment in total of R$ 114 classified as financial expense.
(**)Of this amount, R$2,686 (2022: R$ 2,532) refers to payments made and R$1,140 (2022: R$ 211) was reclassified to other accounts payable.

F-71  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The current provision can be segregated into the following action fronts:

a. Support for relocation and compensation: Refers to initiatives to support relocation and compensation of the residents, business and real state owners of properties located in the Civil Defense Map (version 4) updated in December 2020, including establishments that requires special measures for their relocation, such as hospitals, schools and public equipment.

These actions have a provision of R$ 1,353 (2022: R$ 2,087) comprising expenses related to relocation actions, such as relocation allowance, rent allowance, household goods transportation and negotiation of individual agreements for financial compensation.

b. Actions for closing and monitoring the salt cavities, environmental actions and other technical matters: Based on the findings of sonar and technical studies, stabilization and monitoring actions were defined for all 35 existing mining areas. On December 10, 2023, after an atypical microseismic activity, cavity 18 collapsed. Considering the best technical information available as of the reporting date, there is an indication that direct impacts of this occurrence are limited to the cavity's location, within the protective area, which has been vacated since April 2020. The event in cavity 18 led to preventive stoppage of activities in the protective and surrounding area, which were resumed in February 2024 after the release of access to the area by the Civil Defense of Maceió.

Based on preliminary results from the analysis of event in cavity 18, the indication is that filling with sand will not be necessary for this cavity. To find a definitive solution for the six cavities, previously expected to be monitored by sonar (monitoring group), the Company also receiveddecided that they should be filled with sand.

Considering the progress made in the last half of 2023 and the cavity 18 event, the new configuration of the closure plan for the 35 mining areas considers that:

(i)13 cavities are recommended to be filled with sand. Of these, filling for 5 has been completed, filling for 2 is in progress. For the 6 cavities recently included in the filling with sand group, the activities are under planning;
(ii)6 cavities do not have indication of additional measures, whereas natural filling was confirmed for 5 cavities and 1 cavity, the cavity 18, has its evaluation in progress, with an indication that filling with sand will not be required;
(iii)16 cavities should be buffered, which is a technique that consists of pressurizing the cavity. Of these, buffering was completed for 9.

All Company's actions are based on technical studies prepared by outsourced specialists, whose recommendations are submitted to competent authorities and respect the periods of time agreed under the closing plan, which is public and regularly reevaluated jointly with the ANM. After the events in this period, the plan to close mining areas is under revision.

The provisioned amount of R$1,583 (2022: R$1,367) to implement the actions for closing and monitoring the salt cavities, environmental actions and other technical matters was calculated based on existing techniques and the solutions planned for the current conditions of the cavities, including expenses with technical studies and monitoring, as well as environmental actions already identified. The provision amount may change based on new information, such as: the results of the monitoring of the cavities, the progress of implementing the plans to close mining areas, possible changes that may be required in the environmental plan, the monitoring of the ongoing measures and other possible natural alterations. The monitoring system implemented by Braskem envisages actions developed during and after the closure of mining areas, focusing on safety and monitoring of the region’s stability.

F-72  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Regarding environmental initiatives, in June 2022, in compliance with the Agreement for Socio-environmental Reparation, Braskem submitted to the MPF the environmental diagnosis containing the assessment of the potential environmental impacts and damages arising from salt mining activities and the environmental plan with proposals of the measures required. As established in the agreement, the parties jointly defined the specialized company that will evaluate and monitor the environmental plan. In December 2022, an additional report on the plan was filed with the MPF. In February 2023, MPF expressed its agreement with this environmental plan, incorporating the suggestions provided in the additional report. Braskem initiated the actions foreseen by the plan, implementing the commitments established in the agreement and sharing the results of its actions with the authorities. Also is agreed that the environmental diagnosis is expected to be updated in December 2025. As one of the developments of the cavity 18 event, although alteration in lagoon's water quality has not been identified, according to the Agreement for Social-Environmental Reparation, the specialized company will prepare an amendment to the current environmental diagnosis report.

c. Social and urban measures: Refers to actions to implement social and urban measures under the Agreement for Socio-environmental Reparation signed on December 30, 2020, allocating R$1,580 for the adoption of actions and measures in vacated areas, urban mobility and social compensation actions, of which R$300 going to indemnification for social damages and collective pain and suffering and possible contingencies related to the actions in the vacated areas and urban mobility actions. On June 30, 2022, the Company filed with MPF the social diagnosis report and the respective social action plan that will support the definition of measures to be adopted. Until December 31, 2023, 24 actions have already been approved. The current provision amount is R$1,369 (2022: R$1,567).

d. Additional measures: Refer to actions related to: (i) actions related to the Technical Cooperation Agreements entered into by the Company; (ii) expenses with managing the geological event in Alagoas relating to communication, compliance, legal services, etc.; (iii) additional measures to assist the region and maintenance of areas, including actions for requalification and indemnification directed to Flexais region; and (iv) other matters classified as atax-deficiency notice present obligation for the Company, even if not yet formalized. The balance of additional measures described in this item totals R$935 (2022: R$1,604).

The provisions of the Company are based on current estimates and assumptions and may be updated in the future due to new facts and circumstances, including, but not limited to: changes in the execution time, scope and method and the success of action plans; new repercussions or developments arising from the geological event, including possible revision of the Civil Defense Map; and possible studies that indicate recommendations from specialists, including the Technical Monitoring Committee, according to Agreement for Compensation of Residents as detailed in Note 24.1 (i), and other new developments in the matter.

The measures related to the mining areas closure plans are also subject to the analysis and approval by ANM, the monitoring of results of the measures under implementation as well as changes related to the dynamic nature of geological event.

Continuous monitoring is essential for confirming the results of the current recommendations. Accordingly, the plan to close the mining areas may be updated based on the need to adopt technical alternatives to stabilize the subsidence phenomena arising from the extraction of salt. In addition, the assessment of the future behavior of cavities monitored mainly using sonar and piezometers could indicate the need for certain additional measures to stabilize them.

The actions to repair, mitigate or offset potential environmental impacts and damages, as provided for in the Socio-environmental Reparation Agreement, were defined considering the environmental diagnosis already prepared by a specialized and independent company. After the conclusion of all discussions with authorities and regulatory agencies, as per the process established in the agreement, an action plan was agreed to be part of the measures for a Plan to Recover Degraded Areas (“PRAD”).

F-73  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

On December 13, 2023, the Senate established a Parliamentary Inquiry Commission ("CPI") in relation to the geological event in Alagoas. The Company is monitoring the matter.

An investigation has been carried out under secrecy by the Federal Police in Alagoas for around four years. In December 2023, the Federal Police conducted search and seizure of documents under this investigation, named Salt Tears Operation. In this sense, the Company informs that it is and has always been at the disposal of authorities and that it has been providing all the information related to salt mining during the investigation.

The Company has been making progress with local authorities about other indemnification requests to understand them better. Although future disbursements may occur as a result of progress in negotiations, as of the reporting date, the Company is unable to predict the results and timeframe for concluding these negotiations or its possible scope and the total associated costs in addition to those already provisioned for.

It is not possible to anticipate all new claims, related to damages or other nature, that may be brought by individuals or groups, including public or private entities, that understand they suffered impacts or damages somehow related to the geological phenomenon and the relocation of people from risk areas, as well as new notices of infraction or administrative penalties of diverse natures. Braskem continues to face and could still face administrative procedures and various lawsuits filed by individuals or legal entities not included in the PCF or that disagree with the financial compensation offer for individual settlement, as well as new collective actions and new lawsuits filed by public utility concessionaires, entities of the direct or indirect administration of the State, Municipality or Federal level. Therefore, the number of such actions, their nature or the amounts involved cannot be estimated.

Consequently, the Company cannot eliminate the possibility of future developments related to the geological event in Alagoas, the relocation process and actions in vacated and adjacent areas, so the expenses to be incurred may differ from its estimates and provisions.

In February 2023, the Company signed a settlement agreement with the insurance companies related to the claim for the geological event in Alagoas.

24.1 Main lawsuits and contingent liabilities in progress

In the context of this event, the following lawsuits were filed against the Company:

(i) Public-Interest Civil Action (“ACP”) filed by the Alagoas State Prosecution Office and the Alagoas State Public Defender’s Office – Reparation for Residents

In June 2019, the Company was informed of the Public-Interest Civil Action claiming the payment of indemnification for damages caused to the buildings and the residents of areas affected in the Pinheiro district and surrounding areas, in the total minimum amount of R$6.7 billion, with initial request for provisional measure to freeze the Company’s financial and other assets in the same amount. Successive orders to freeze funds resulted in the court blocking of R$3.7 billion in assets in 2019, and the unfreezing occurred in January 2020. Once the case was sent to the Federal Courts, the Federal Prosecution Office started to participate in the action.

The first agreement under this Public-Interest Civil Action (Reparation for Residents) was ratified on January 3, 2020. The Agreement to Support the Relocation of People in Risk Areas (“Agreement for Compensation of Residents”), entered into by Braskem and the MPE, the DPE, the MPF and the DPU (“Authorities”), establishes cooperative actions for relocating people in risk areas and guaranteeing their safety, which provides support under the Financial Compensation and Support for Relocation Program implemented by Braskem, for the population in specified risk areas.

F-74  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

After updates of the Civil Defense Map, two legal instruments were entered into with the Authorities, in July and October 2020, to include properties in the PCF.

On December 30, 2020, the Company and the Authorities executed a second amendment to the Agreement for Compensation of Residents to terminate the Public-Interest Civil Action, through which the parties agreed to include in PCF the relocation of additional properties defined in the updated version of the Civil Defense Map, of December 2020, and in the independent technical and specialized studies engaged by the Company on the potential impact of the geological event on the surface of the region (“Studies”). The Agreement for Compensation of Residents includes the area currently affected by the geological event, according to the Civil Defense, and the areas with potential future impacts indicated in the Studies.

To implement the actions envisaged in the Public-Interest Civil Action, the Company undertook to maintain R$2.7 billion in a checking account (R$1.7 billion under the Agreement for Compensation of Residents and an additional R$1 billion under the second amendment), with minimum working capital of R$100, whose transactions will be verified by an external audit company. On December 31, 2023, arising from the costs incurred related to the PCF, the balance of this checking account corresponded to R$115 under current assets (2022: R$175). In addition, the Company and the Authorities agreed to: (i) create a technical group (Technical Monitoring Committee) to monitor the geological event and study the areas adjacent to the Civil Defense Map for a period of five years; and (ii) maintain a performance bond in the current amount of R$615 (down from the R$2 billion performance bond envisaged in the Agreement for Compensation of Residents).

With the judicial ratification by the courts of the Agreement for Compensation of Residents on January 6, 2021, this Public-Interest Civil Action was terminated.

(ii) Public-Interest Civil Action (ACP) filed by the Federal Prosecution Office (MPF), Federal Public Defender’s Office (DPU) and Alagoas State Prosecution Office (MPE/AL): Reparation for Residents – Map Version 5

On November 30, 2023, the Company was informed of the Public-Interest Civil Action filed by the MPF, DPU and MPE against the Municipality of Maceió and Braskem, with a request for a injunctive relief based on evidence, against the Municipality of Maceió: (i) the disclosure of the new Map of Priority Action Lines, Version 5, and (ii) preparation of the Action Plan to address issues related to the identification of the roads and public equipment located in the region. Against Braskem, they request through a preliminary injunction: (i) inclusion in the incomePCF of the new criticality area 00 (area defined by the Civil Defense of Maceió with recommendation of allocation) of Version 5 of the Civil Defense Map and social contribution tax calculation basemaking feasible the optional inclusion of interestall residents affected whose properties are located in the criticality area 01 (area defined by the Civil Defense of Maceió with recommendation of monitoring) of Version 5 of the Map, with inflation adjustment corresponding to the amounts adopted by the PCF; (ii) establishment, with the permission of the affected party of the criticality area 01, of a Program for Reparation of Damage to Properties resulting from the alleged depreciation of the property, as well as the alleged pain and exchange variation expenses incurredsuffering resulting from the inclusion of the property in calendar-year 2008 relatedthe Map; (iii) engagement of independent and specialized firm to obligations assumedidentify the alleged damage to properties if the affected party decides to remain in business combinations.the area of criticality 01 of Version 5 of the Civil Defense Map; and (iv) engagement of independent and specialized technical advisory to provide support to the affected parties in the analysis of the scenarios and decision-making of their relocation or staying in the area. On the merits, they request confirmation of the preliminary injunctions.

On December 31, 2016,November 30, 2023, the inflation-adjustedjudge rendered a decision granting the injunctive relief based on evidence of the plaintiffs. Against this decision, Braskem proposed suspension of the preliminary injunction and filed an interlocutory appeal. On January 22, 2024, the decision rendered in the interlocutory appeal determined “the immediate suspension of the provisory execution determined by the trial court”, decision maintained by the full court until the final and unappealable judgment of the interlocutory appeal.

The amount of tax effects from disallowances of income tax losses and social contribution tax loss carryforwards through said tax deficiency noticesassigned to the case by the plaintiffs in the lawsuit is R$57 million.1 billion.

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Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

The Management, based onsupported by the opinion of itsthe external legal advisors, assessedclassifies the probability of loss in this case as possible. Management estimates that this process may

(iii) Public-Interest Civil Action filed by the Alagoas State Federal Prosecution Office – Social-environmental reparation

In April 2020, the Company was informed of the Public-Interest Civil Action claiming the payment by the Company of indemnification for socio-environmental damages and other collective damages, as well as the adoption of corrective and environmental compliance measures, with preliminary injunction requiring the freezing of assets, suspension of borrowings with the Brazilian Development Bank (“BNDES”), formation of an own private fund in the initial amount of R$3.1 billion and the pledging of guarantees in the amount of R$20.5 billion. The amount of the action was R$27.6 billion.

On December 30, 2020, the Agreement for Socio-environmental Reparation was executed, with the Company mainly undertaking to: (i) adopt measures to stabilize and monitor the subsidence phenomenon resulting from salt mining; (ii) repair, mitigate or compensate potential impacts and environmental damages arising from salt mining in the Municipality of Maceió; and (iii) repair, mitigate or compensate potential impacts and social and urban damages arising from salt mining in the Municipality of Maceió, as detailed below:

(i) To stabilize the cavities and monitor the soil, the Company continues to implement the action plans involving the closure of mining fronts prepared by Braskem and approved by the ANM, whose measures can be concluded by 2022.adjusted until the stability of the subsidence phenomenon resulting from salt mining is verified.

There is no judicial deposit(ii) Regarding the potential environmental impacts and damages resulting from salt mining in the Municipality of Maceió: as agreed with the MPF, the Company hired a specialized independent company to identify and recommend measures for recovering, mitigating or compensating any other typeenvironmental impacts identified as the result of guarantee for any of these procedures.

Braskem S.A.

Management notessalt mining activities in Maceió. The study and the second opinion report on the environmental planning were delivered to the financial statements

atMPF on June 30, 2022 and December 31, 2016

All amounts7, 2022, respectively, and will follow the procedures as per the agreement for final consolidation of the actions to be adopted in thousands, except as otherwise stated

(vii)IOF

The Company is a party to claims for the collection of IOF tax debits in administrative proceedings and lawsuits, which claim:(i) non-payment of IOF on operations relating to Advances for Future Capital Increase (AFAC) and checking accounts conducted by the merged companies Quattor Participações S.A. and Quattor Química S.A., which were considered loans by tax authorities; and (ii) requirement to pay IOF/credit on international fund transfersmutual agreement between the Company and CPN Incorporated through a checking account contractthe MPF, but it is not possible to predict the outcome or if it will result in additional amounts other than those already recorded in the provision.

(iii) Regarding potential impacts and single cash managementsocial and urban damages arising from salt mining in the city of Maceió: to allocate the maximum amount of R$1.3 billion for adopting actions and measures in vacated areas, urban mobility actions and social compensation actions. For these social compensation actions and measures, on June 30, 2022, the Company filed with the MPF the report and the respective plan of social action that will be used as base to define the measures to be adopted. Braskem also will allocate the amount of R$300 for indemnification for social and collective pain and suffering and possible contingencies related to the period from May 2002 to April 2004.actions in vacated areas and in urban mobility actions.

The currentCompany and the Federal Prosecution Office also agreed to hire a specialized consultancy to evaluate the Company’s Social and Environmental Management Program and on the pledging of security interest involving certain assets of the Company in the amount of R$2.8 billion to substitute the performance bond of R$1 billion.

The Agreement for Socio-environmental Reparation was ratified by Court on January 6, 2021, with the termination of the Public-Interest Civil Action for Socio-environmental Reparation regarding to Braskem.

Finally, under the Agreement for Socio-environmental Reparation, on January 21, 2021 the Civil Investigation launched in June 2020 by the MPE was terminated. It aimed to: (i) calculate the extent of the urban damages caused by the geological event that occurred in Maceió; (ii) seek, from liable parties, necessary and adequate architectural solutions for the destination, restoration and/or use of the cited empty spaces left in the districts impacted; (iii) calculate, if applicable, potential compensatory liabilities for the damages caused to the urban order.

F-76  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

On July 21, 2023, the 3rd Federal Court of Maceió ratified the full adherence of the Municipality of Maceió to the terms of the Socio-environmental Agreement, including the Social Actions Plan (PAS), also ratifying adherence in connection with the Instrument of Partial Adhesion on Urban Mobility.

(iv) Public-Interest Civil Action filed by the State Public Defender's Office of Alagoas: Request for Additional Collective Moral Damages

In March 2024, the Company was informed of the Public-interest Civil Action filed by DPE against Braskem, seeking, among other requests, to challenge clause 69 of the Agreement for Socio-environmental Reparation (payment of R$ 150 for collective moral damages) alleging that there were facts subsequent to the date of the agreement that would give rise to additional damages.

DPE sustains that: (i) the waiver set forth in the Agreement for Socio-environmental Reparation would not cover future damages; (ii) the transfer of the property of the PCF to Braskem would violate constitutional principles; (iii) the damage caused should be fairly compensated; (iv) collective existential damages should be compensated; and (v) Braskem should be condemned for illicit profit, yet to be liquidated.

Based on such allegations, it requests, as a preliminary measure: (i) the suspension of clause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of Braskem; (ii) the imposition of inalienability to the PCF area until the final and unappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure.

On the merits, it requests, among others: (i) the loss of all properties subject to the PCF, with the possibility of reverting the area to the victims or to public domain, in addition to the conviction of Braskem to the payment, as collective and social moral damages, to the same amount spent by Braskem for material damages; (ii) the conviction of Braskem, as existential damages, for the loss of all properties subject to the PCF; (iii) the conviction of Braskem for illicit profit, with the loss of the PCF properties, in addition to the payment of the amounts the Company obtained due to its alleged illicit conduct (to be determined in a liquidation proceeding); (iv) subpoena to the Investor Relations Officer, for the purposes of regulatory obligations, with publication of a relevant fact.

The value of these notices on December 31, 2016, wasthe case attributed by the DPE is R$168 million.150.

The Company’sManagement, supported by the opinion of external legal advisors, estimate thatclassifies the claims in the judicial sphere will be concluded in 2022.

The Company offered a guarantee of R$56 million, which supports the amount involved exclusively in the lawsuit.

(viii)Isolated fine – failure to ratify DCOMPS

In December 2016, the Company was notified of isolated fines corresponding to 50% ofnon-cumulative COFINS tax credits – Exports, which were offset with federal taxes and not approved by the Federal Revenue Service.

The matter is assessed as having a possible chanceprobability of loss due to favorable court precedents on the matter and, on December 31, 2016, the assessments amounted to R$86 million.in this case as possible.

The Company’s external legal counsels estimate that the conclusion in the administrative level will occur in 2020. There is no guarantee for the collection.

(ix)IR and CSL – unlimited offsetting

The company received a deficiency notice for the methodology used to offset tax losses and tax loss carryforwards by Ipiranga Petroquímica S/A, which failed to observe the limit of 30% of the Taxable Profit and CSL Calculation Base to offset such liabilities with IR and CSL debits in the statement submitted when it ceased activities due to its merger in September 2008.

On December 31, 2016, the restated value of the taxes recorded amounted to R$381 million.

The Company’s external legal advisors estimate that: (i) the proceedings at the administrative level should be concluded by 2018; and (ii) in case of an unfavorable outcome for the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts under dispute. These estimates are based on the likelihood of loss of the Company’s defense thesis, based on previous administrative and court precedents.

Considering that the requirement to pay the debit has been suspended, currently no administrative, judicial or other type of guarantee deposit has been made for these procedures.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Labor

The amount at December 31, 2016 is related to 870 indemnity and labor claims. Among these claims are:

(i)Class actions filed by the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (RS), in the second quarter of 2005, claiming the payment of overtime amounting, with the parties settling the case in April 2015, with the disbursement of the amount that had been provisioned prior to December 31, 2014.

(ii)In the class action suits filed by the Trade Union of Petrochemical and Chemical Workers of Triunfo, Rio Grande do Sul (“SINDIPOLO”), in the third quarter of 2010, claiming the payment of overtime related to breaks during work shifts (“Breaks”)and the inclusion of overtime in the calculation of the weekly remunerated rest (“WRR”), in the restated amount of R$360,240, the following developments occurred in the period: (i) Breaks: the Superior Labor Court (“TST”) upheld the appeal by Braskem to eliminate breaks during work shifts, with the Trade Union filing an appeal at the TST, which rejected the appeal and handed down a final and unappealable decision in favor of Braskem. The amount of this suit is R$332,640; and (ii) WRR: judgment for plaintiff in the suit involving the inclusion of overtime in the calculation of the weekly remunerated rest, which was upheld by the Regional Appellate Labor Court (“TRT”), for which Braskem appealed to the TST, which ordered the case to be sent back to the TRT for a new trial. However, as the TRT did not judge on the merits, Braskem appealed once again to the TST. After examining the appeal, the TST handed down a new decision granting the claim. Braskem will enter into motion for clarification and special appeal at the Supreme Court (“STF”). In light of the most recent decision of TST, the process had its evaluation changed to probable loss and was recorded a provision of R$27,600. Braskem gave collateral in the form of 7,413 tons of ethylene.

(c)Civil

(i)Transport with excess weight

This is a(v) Public-Interest Civil Action filed by the Federal ProsecutionPublic Defender’s Office in Brasilia, with(“DPU”): refusal of insurance within the objectivescope of holdingHousing Financial System (“SFH”)

In November 2021, the company liableCompany was informed of the Public-Interest Civil Action filed by DPU to question the denial of necessary insurance for damages causedcontracts under the SFH to federal roads,acquire properties located within a radius of 1 km outside the risk area defined by trucks carrying excess weight.the version 4 map of Civil Defense authorities, which is the subject matter of the Residents PCA agreement – see item (i).

Insurers linked to SFH, financial agents, the regulatory agency and Braskem are the defendants. The lawsuitmain claim is only against the insurers, financial agents and the regulatory agency on the grounds that the refusal to contract the insurance is abusive and has no technical or legal grounds. There is a secondary and eventual claim to sentence Braskem to pay damagesindemnification in an amount to be settled in the future, if the judge understands that the refusal somehow has grounds due to the Countrysubsidence phenomenon.

On January 10, 2024, a decision was rendered partially ordering the insurance companies to: (i) refrain from applying the safety margin beyond the risk area defined by the Civil Defense and engaging in unfair pricing and increases to avoid contracting insurance coverage for properties out of and next to the risk area, declaring that there were no denials/decreases in the insurance coverage based exclusively on the safety margin, (ii) call everyone who is interested to reassess the request for housing insurance. Braskem was not found guilty, however an appeal against this decision is possible.

It is not possible to estimate the indemnification amount, which will depend on the evidence of damages submitted by people whose insurance was denied.

The Management, supported by the opinion of the external legal advisors, classifies the probability of loss in this case as possible.

(vi) Public-Interest Civil Action filed by the Alagoas State Public Defender’s Office – Review of terms of the Flexal Agreement

In March 2023, the Company was informed of the Public-interest civil action filed by DPE against the Company, the Federal Government, the State of Alagoas and the Municipality of Maceió seeking, among other claims, the revision of terms of the Flexal Agreement, signed amongst Braskem, the MPF, the MPE, the DPU, and Municipality of Maceió, ratified on October 26, 2022, by the 3rd Federal Court of Alagoas.

Through this lawsuit, the DPE seeks, among other claims, the inclusion of residents of Flexais region, who choose to adhere the PCF, program created under the agreement in ACP (Reparation for Residents), with consequent reallocation of these residents and compensation for moral and material damages in parameters specified in the ACP.

As injunction relief, DPE also requested, that the Municipality of Maceió and collective painBraskem initiated the registration of all residents who requested to be relocated and suffering,their concomitant inclusion in the PCF, or, alternatively, requested the freeze of Braskem bank accounts in the amount of R$57,906, on1.7 billion, to guarantee the compensation for moral and material damages to residents of the Flexais region. The injunction relief requests were rejected by the trial and appellate courts. On December 31, 2016.2023, the amount of this action was R$1.9 billion.

F-77  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

On January 19, 2024, a decision was rendered, subjected to appeal by the parties, judging partially valid the requests made by the DPE. The interlocutory reliefjudge determined the following:

(i) deny the request for annulment of the clauses of Flexal Agreement, stating, however, that the settlement described in the agreement must be interpreted as settlement until the date of execution of the agreement, and does not cover property damages related to real estates and their depreciation;

(ii) deny the request for payment of collective pain and suffering;

(iii) grant the payment for pain and suffering while the effects of social isolation persist. The judgment validated the parameters of the program provided in the Flexal Agreement, however it understood that the amounts paid in the program correspond to the period between October 2020 and the date the Flexal Agreement was granted, determiningentered into, therefore payments must continue until the Companyeffective requalification of the Flexais region;

(iv) grant the request for indemnity for property damages resulting from the real estate depreciation to abstain from carrying excess weight on federal highways, underbe estimated during the penaltyphase of paying R$20fulfillment of the judgment;

(v) determine the development of the case to adjudicate the request for each violation. Braskem appealed againstrelocation of residents, among others.

The Management, supported by the decision and is awaitingopinion of the lower court judgment. The case was classified as having a possible chanceexternal legal advisor, classifies the probability of loss in light of the precedents in the Regional Federal Appellate Court of the 1st Region denying the claim by the Federal Prosecution Office.this lawsuit as possible.

(ii)Caustic soda transportation

The Company is the defendant in lawsuits(vii) Public-Interest Civil Action filed by the ownerFederation of Fishermen of the State of Alagoas (“FEPEAL”) and National Confederation of Fishermen and Aquaculturists (“CNPA”): Fishermen Reparation

In August 2023, the Company was informed of the Public-Interest Civil Action filed by FEPEAL and CNPA (jointly the “Associations”) against the Company, seeking compensation for material damages (damages and loss of profit) and homogeneous individual and collective morals damages for the Associations and each of the alleged 8,493 affected fishermen represented by the Associations.

As a preliminary measure, the Associations requested, among other claims, that the Company provision sufficient funds to guarantee the compensation of fishermen included in the public-interest civil action, while publishing a material fact notice to the shareholders, requests that were denied by the Court.

Among other requests, the Associations claim the payment of: (i) compensation for (a) individual and homogeneous moral damages suffered, in the amount of R$50 thousand and (b) material damages in the form of individual and homogeneous loss of profits, in the amount of R$132 thousand in both cases for each of the allegedly affected fishermen; (ii) compensation for collective moral damages for the Associations, in the amount of R$100 thousand; (iii) compensation for collective material damages to the Associations, in the amount of R$750 thousand; and (iv) attorney fees in the amount of 20% on the value of the award.

On December 31, 2023, the plaintiffs’ claims amount to R$1.9 billion, and the Management, supported by an opinion of its external legal advisors, classifies the likelihood of loss in the amount of R$1.6 billion as possible and the amount of R$321 as remote.

(viii) Public-Interest Civil Action filed by the Federation of Fishermen of the State of Alagoas (“FEPEAL”): Fishermen Financial Assistance

On December 13, 2023, the Company became aware of the ACP, with request for advance relief, filed by FEPEAL, which requested the payment of an emergency financial assistance to the fishermen who work in Mundaú Lagoon, in the monthly amount of R$1,946.75, while the prohibition imposed by Administrative Rule 77/ Port Authority of Alagoas (“CPAL”) of navigating in part of the Lagoon remains.

F-78  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

As a result of negotiations between the parties of ACP and other institutions, started in December 2023, to enter into an agreement about the topic, on February 7, 2024, the Agreement between Braskem, FEPEAL, CNPA and DPU was approved for the payment of indemnification for fishermen and shellfish collectors temporarily affected by restricted traffic of vessels in Mundaú Lagoon, in the perimeter determined by the Port Authority of Alagoas, for safety reasons. The agreement envisages the payment by Braskem the equivalent of three minimum wages to up to 1,870 professionals who are registered in the Ministry of Fishing and Agriculture (“MPA”) and can provide evidence of their work in the region. The approval led to dismissal of said ACP with substantive examination.

(ix) Action against the Violation of a former distributor of caustic soda andConstitutional Fundamental Right (“ADPF”) filed by the shipping companyAlagoas State Governor

On December 18, 2023, the Company was informed of the action against the ADPF filed by the Alagoas State Governor before the Federal Supreme Court due to some clauses of the agreements entered into out-of-court and ratified in the records of the cases 0803836-61.2019.4.05.8000 (ACP Reparation for Residents, 0806577-74.2019.4.05.8000 (ACP Social-Environmental Reparation) and 0812904-30.2022.4.05.8000 (Flexal Agreement), which deal with the settlement to the Company, as well as the acquisition and exploration of vacant properties.

On December 18, 2023, Braskem presented a statement applying for the denial of the ADPF continuance. On January 10, 2024 , the judge rapporteur determined the testimony of Braskem, Municipality of Maceió /AL, State of Alagoas Prosecution Office, Alagoas State Defender’s Office and Federal Public Defender’s Office and the statement of the Office of the Attorney General and Office for the General Counsel for the Federal Government.

The case has no amount attributed to it. The Management, supported by the opinion of the external legal advisors, classifies the probability of loss in this case as possible.

(x) Indemnity Claim: Companhia Brasileira de Trens Urbanos (“CBTU”)

On February 2, 2021, the Company was notified of the filing of a lawsuit by Companhia Brasileira de Trens Urbanos, formulating initially only a preliminary injunction for maintaining the terms of the cooperation agreement signed previously by the parties. The request was denied in lower and appellate courts, given the fulfillment of the obligations undertaken by Braskem. On February 24, 2021, CBTU filed an amendment to the initial request claiming the payment of compensation for losses and damages in the amount of R$222 and for moral damages in the amount of R$ 0.5, as well as the imposition of obligations, including the construction of a new rail line to substitute the stretch that provided services to this former distributor, which, atpassed through the risk area.

On December 31, 2016, total2023, the updated value of this lawsuit is R$174,635. 1.46 billion (2022: R$1.43 billion). Braskem entered into a memorandum of understanding with CBTU to seek a consensual solution and suspend the lawsuit during the negotiation period and has made progress in the technical understanding about the topic. As a result of a joint petition filed by the parties, the lawsuit was suspended until June 2024.

The claimants seek indemnityManagement, based on its assessment and that of its external legal advisors, classifies the probability of loss in this case as possible.

(xi) Indemnity Claim: Pinheiro District Property

In July 2019, the Company was informed of the action for damages relatedfiled by Construtora Humberto Lobo (under court-supervised reorganization), a Contractor that claimed it suffered damages and loss of profits due to an agreement to purchase from Braskem a property in the District of Pinheiro. Said agreement was terminated by Braskem due to lack of payment by the Contractor. Nevertheless, the Contractor claims that Braskem omitted information on the existence of structural problems in the deactivated salt mining wells located on said property. On July 5, 2023, a decision was rendered in favor of Braskem. It did not recognize the existence of the alleged loss of profits and alleged damage to the allegednon-performancecontractor’s image, only ordering the return of R$3 by Braskem to the plaintiff, plus inflation adjustment, to be deducted from the amounts already received by Humberto Lobo during the lawsuit. The lawsuit is ongoing, and Management, supported by the opinion of the distribution agreementexternal legal advisors, classifies the probability of loss in this case as possible. As of December 31, 2023, the amount of this action is R$0.5 (2022: R$306).

F-79  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(xii) Indemnity Claim: State of Alagoas

In March 2023, the Company was informed of the claim filed by the Company.State of Alagoas, requesting compensation for alleged damages resulting, among others claims, from the loss of properties within the risk area defined by the Civil Defense of Maceió, alleged investments initiated by the State of Alagoas and that would have become void unusable due to the evacuation of the risk area and alleged loss of tax revenue, with a request that such damages to be determined by a court appraiser.

Management’s evaluation,On October 10, 2023, the trial court handed down summary judgment ordering Braskem to reimburse the amounts invested, public equipment and losses in tax collection as required by the State of Alagoas. The indemnity amounts must be set in the award calculation phase. The Company filed an appeal against the decision. On December 31, 2023, the amount of this action is R$1.4 billion. There is a performance bond pledged by the Company for this lawsuit in the amount of R$1.4 billion.

The Management, supported by the opinion of its external legal advisors who are responsibleadvisor, classifies the probability of loss in this lawsuit as possible.

(xiii) Other individual actions: Indemnifications related to the impacts of subsidence and relocation of areas affected

On December 31, 2023, Braskem was defendant in several other actions, that, in aggregate, involve the amount of R$1.4 billion (2022: R$1 billion), filed in Brazil and abroad, seeking the payment of indemnifications directly or indirectly related to the geological event in Maceió.

The Management, supported by the opinion of its external legal advisor, classifies the probability of loss of the other individual lawsuits, in the total amount mentioned above, as possible.

(xiv) Administrative Proceeding: Tax Assessment Notice issued by the Environment Institute of Alagoas State (“IMA”)

On December 4, 2023, the Environment Institute of Alagoas State issued a fine of R$70 to the Company due to the alleged environmental degradation resulting from the soil displacement in the region where the mining front is closed in the municipality of Maceió. Considering that in 2019 Braskem had already been fined for the cases, is that the lawsuits will possibly be dismissed withinsame event and legal grounds, a period of 8 years.

No judicial deposit or other form of guarantee was accrued for these lawsuits.

Braskem S.A.

Management notesdefense to the financial statementstax assessment notice was filed for bis in idem. The original tax assessment notice of 2019 was closed with the signature of the Consent Decree (TAC) on December 23, 2023.

at December 31, 2016

All amountsThe Management, supported by the opinion of the external legal advisors, classifies the probability of loss in thousands, exceptthis case as otherwise statedpossible.

 

25 Benefits offered to employees

25.1 Short-term benefits

The obligations of short-term benefits for employees are recognized as personnel expenses as the corresponding service is rendered. The liability is recognized at the amount of the expected payment if the Company has a legal or constructive obligation to pay the amount due to services rendered by an employee in the past and the obligation can be reliably estimated.

 

(d)Other lawsuits
F-80  

Braskem S.A.

 

(i)Social security contributions – Withholding

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of 11%Reais, except as otherwise stated

The Company was assessed byamounts recognized in profit or loss were:

Schedule of short-term benefits     
 2023 2022 2021
      
Health care 272  244 236
Private pension 118  128 137
Transport 91  86 77
Meals 70  63 51
Life insurance 12  10 10
Training 22  27 16
Other 26  16 13
  611  574 540

25.2 Long-term incentive plan (“ILP Plan”)

On March 21, 2018, the Federal Revenue Service for allegedly withholding social securityExtraordinary Shareholders Meeting approved the Long-Term Incentive Plan with the grant of Restricted Shares (“ILP Plan”) to align the interests of shareholders and executive officers (participants) and to promote their continued employment at the rateCompany.

The grant is subject to the voluntary investment of 11% on the gross amount of invoices, bills or trade notes related to services executed through assigned labor,own financial resources by participants in the period from February 1999 to June 2002, amounting to R$48 million, on December 31, 2016.

The Company’s legal advisors, in view of prior decisions by the CARF and the evidence providedshares issued by the Company assess as(tickers BRKM5 or BAK). To acquire the right, participants must maintain their employment relationship with the Company and hold uninterruptedly the shares acquired during the three-year vesting period.

When the conditions to obtain the right are met, the Company transfers to participants the number of restricted shares to which they are entitled, which are held in treasury or acquired through repurchase program.

If the transfer is not possible, the chances of lossCompany will pay to participants, in cash, the amount equivalent to the shares granted at the administrative level. share price traded on stock exchange on the second business day immediately prior to the respective payment date.

The conclusionfair value of shares on the grant date is supported, among other things, byrecognized on a straight-line basis under personnel expenses during the following: (i)vesting period, reflecting the time-barringexpected number of shares that will meet the conditions to obtain the right, in such a portionway that the end amount recognized as an expense is based on the number of shares that effectively meet the conditions on the vesting date.

The form of settlement of the debits; (ii)ILP Plan determines the mismatch betweencorresponding entry of expenses, which is recognized under equity for payment of shares and recognized under liabilities for cash payment, with the service providedliability remeasured on each reporting date and on the tax substitution system under Article 31 of Federal Law 8,212/1991; (iii)settlement date, based on the lackAmerican Depositary Receipt price. Any changes in the fair value of the requirements to characterize assignment of labor, and other matters that would have to be evidenced through a tax diligence.liability are recognized as personnel expenses.

The Company’s external legal advisors estimate that the administrative proceeding should be concluded in 2018.

There is no judicial deposit or any other type of guarantee for this procedure.

23.3Reports of irregularities and global settlement with authorities

(a)Allegations, internal investigation

Braskem and its subsidiaries are subject to a number of anti-corruption laws in the countries where they operate, including Federal Law 12,846/2013, or the Brazilian Anticorruption Law, which came into force on January 28, 2014, and the U.S. Foreign Corrupt Practices Act (FCPA).

In March 2015, in connection with theso-called “Operation Car Wash,” certain allegations made by defendants in criminal proceedingsprograms listed below were made public, according to which Braskem was allegedly involved in illegal payments to obtain benefits under feedstock supply agreements entered into with Petrobras.

In light of said facts, the Company immediately approved the engagement of law firms with extensive and proven experience in similar cases in the United States and Brazil (“Expert Firms”) to conduct an independent internal investigation into the allegations cited above (“Investigation”), under the supervision of and in collaboration with the U.S. Department of Justice (“DoJ”) and the U.S. Securities and Exchange Commission (“SEC”). Untilmid-July 2016, the Investigation had not obtained evidence confirming any wrongdoings by the Company.

(b)New reports and undue payments

In late July 2016, the Company received new information concerning wrongdoings that came to light during the collaboration of former executives of Braskem in connection with the cooperation by Odebrecht with Operation Car Wash.

Based on such information, the Investigation confirmed the existence of payments made between 2006 and 2014 to third parties for agency services which proved not being effectively rendered. These undue payments were made to three offshore companies and allegedly were related to the rendering of commercial intermediation services. These companies simply transferred the funds to a series of other companies, which ultimately made improper payments to benefit Braskem on matters involving the naphtha supply agreement entered into with

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Petrobras in 2009 and terminated in 2014, and to amendments of federal and state tax law to obtain tax incentives and monetize tax credits to which the Company already was entitled, as made public under the agreements with DoJ and SEC. The payments made by Braskem to these three companies from October 2006 to December 2014 amount to approximately R$513 million.

Additional procedures conducted after the conclusion of the Investigation identified payments made to a fourth agent from November 2005 to September 2006 in the amount of approximately R$44 million that referred to the same scheme identified by the Investigation. Since the additional findings were related to the same scheme identified by the Investigation, they do not represent a risk to the Global Settlement.

(c)Payment of taxes

The identification of these payments without the rendering of the corresponding service led to the recognition, in October 2016, of taxes payable to the federal government and to an adjustment to the account Deferred Income Tax and Social Contribution. The determination, in 2016, of these taxes due in prior fiscal years was recognized as a correction of material error, in accordance with the pronouncement IAS 8, which led to its recognition retrospectively in the 2015 financial statements, and prior years. The tax expanse that impacted the statement of operations for the year ended December 31, 2016 and prior years, including charges for late payment, amounted to R$254,373. As a result of the tax calculation reprocessing, the Company recognized an amount of R$13,704 as an advance payment of income tax and social contribution, which was presented under the “taxes recoverable” account. These amounts were paid during the fourth quarter of 2016. The adjustment of the account Deferred Income Tax and Social Contribution, which impacted the statement of operations, amounted to R$30,268.

(d)Global Agreement with authorities

With the confirmation of wrongdoings, on October 3, 2016, Braskem started discussions with DoJ and SEC to formalize an agreement to resolve any identified wrongdoing and seek a simultaneous agreement with Brazilian authorities, as disclosed to the market by means of a Material Fact and later with Swiss authorities. This negotiation was delegated by the Board of Directors under the terms and conditions of the Long-Term Incentive Plan, which includes a list of eligible people, the period for acquisition of own shares by the participants and the number of restricted shares to be delivered to participants as consideration for each share acquired.

F-81  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Schedule of long term incentive plan                        
Flat Grant Date End of Grace Period Settlement Method Granted quantities (-) Canceled (-)

Exercised
 Qty. on 12/31/2022 (+) Granted (-) Canceled (-)

Exercised
 Qty. on 12/31/2023 Fair value of the share*
                         
2020 Plan 04/01/20 04/01/23 Shares 1,007,883 (72,743) (2,373) 932,767   (5,683)  (927,084)     
2020 Plan 04/01/20 04/01/23 Cash  314,333 (47,943)   266,390   (4,887)  (261,503)     
                         
2021 Plan 05/10/21 05/10/24 Shares  557,888 (9,598)   548,290   (31,751)    516,539 R$ 51.39
2021 Plan 05/10/21 05/10/24 Cash  144,779     144,779   (3,879)    140,900 USD 9.67
                         
2022 Plan 05/17/22 05/17/25 Shares  537,870     537,870   (32,462)    505,408 R$ 44.15
2022 Plan 05/17/22 05/17/25 Cash  132,902     132,902   (1,115)    131,787 USD 9.67
                         
2023 Plan 09/06/23 09/06/26 Shares           931,050      931,050 R$ 23.02
2023 Plan 09/06/23 09/06/26 Cash           213,400 (5,080) (114) 208,206 USD 7.16

(*)Values in monetary units.

On December 31, 2023, the amount recorded in equity is R$ 37 (2022: R$ 39).

25.3 Post-employment benefits

(i)Defined contributions plans

The obligations for contributions to defined contribution plans are recognized in profit or loss as personnel expenses when the related services are provided by employees. The contributions paid in advance are recognized as an asset to the Board of Executive Officersextent that a cash reimbursement or a reduction in future payments is possible.

(ii)Defined benefit plans

The Company’s net obligation for defined benefit plans is calculated for each of the Company.

As a result of these negotiations, on December 14, 2016, the Company entered into a Leniency Agreement (“Agreement”) with the Federal Prosecution Office of Brazil (“MPF”). Additionally, on December 21, 2016, the Company finalized formal agreements with the DoJ and SEC, and an agreement to conclude investigations with the Office of the Attorney General of Switzerland (in conjunction with the Agreement with MPF, “Global Settlement”). The Global Settlement encompasses all of the facts determined until the date of its execution involving Braskem.

Under the Global Settlement, Braskem will pay the aforementioned authorities in Brazil and overseas the aggregate approximate amount of US$957 million, equivalent to approximately R$3.1 billion,plans based on the fixed exchange rateestimated amount of R$3.27 to US$1.00, dividedfuture benefit that employees will receive in return for services rendered in the following manner:

1.R$2,2 billion to the MPF;

2.US$65,000 to SEC;

3.US$94,894 to DoJ;

4.CHF94,500 to the Office of the Attorney General of Switzerland.

Braskem S.A.

Management notescurrent and prior periods. Such amount is discounted to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Of this total amount, it was already paid by the Company a total amount of R$1.3 billion in the following manner:

1.US$94,894 (R$296,591) to DoJ on February 8, 2017;

2.US$65,000 (R$206,460) to SEC on April 27, 2017;

3.CHF30,240 (R$104,307) to the Office of the Attorney General of Switzerland on June 27, 2017;

4.R$736,445 to MPF on July 6, 2017.

The outstanding amount of approximately R$1.7 billion will be paid in the following manner:

1.CHF64,260 to the Office of the Attorney General of Switzerland in four equal annual and successive installments of CHF16,065 due on June 30 of each year as from 2018;

2.R$1.5 billion to MPF in six annual installments adjusted for inflation by the variation in the IPCA inflation index due on January 30 of each year as from 2018. The future payments are secured by fixed assets in an amount corresponding to one annual installment.

The Agreement was ratified by the 5th Coordinationits present value and Review Chamberis reported net of the Federal Prosecution Office on December 15, 2016 and on June 6, 2017 by the Judgefair value of any of the 13th Federal Court of Curitiba.plan’s assets.

The agreement with DoJ was confirmed by sentence by the U.S. Court on January 26, 2017 and the agreement with SEC was confirmed by that entity on February 28, 2017.

The agreement with Swiss authorities does not require ratification to produce effect, since the Company’s investigation was terminated by written ordercalculation of the Attorney General of Switzerland on December 21, 2016.

(e)Monitorship

Furthermore, Braskem will be subjected, for an expected period of three years, to two monitors appointed by U.S. and Brazilian authorities, who will work in coordination with the main objective of attesting to the Company’s compliance with all commitments undertaken under the Global Settlement.

The commitments undertaken with the authorities that are party to the Global Settlement seek to improve the Company’s control and accounting system to ensure the production of financial information that is reliable and to prevent any wrongdoings under the anti-corruption laws of countries in which the Company operates or comes to operate. Some of the actions required to achieve these goals include:

(i)Management’s commitment to and support for policies to prevent incidents of corruption;

(ii)Strengthening policies and procedures to prevent corruption;

(iii)Conducting regular reviews of policies and procedures to ensure they areup-to-date and effective;

(iv)Providing team members, including managers, with regular training on anti-corruption policies and practices, and maintaining a system that makes these tools available to team members and to any third parties that interact with Braskem;

(v)Maintaining instruments and resources for investigating reports of corruption within the Company;

(vi)Implementation and improvement of anti-corruption controls to prevent and detect vulnerabilities in the internal processes;

(vii)Extending anti-corruption practices to entities that conduct business with Braskem and implementing procedures with this purpose in cases of business acquisitions.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(f)Reimbursement

A significant portion of the total amount of R$2.2 billion to be paid to MPF will be made available for use in reimbursing third parties for any damages caused by the wrongdoings.

Under the Agreement, MPF undertook to coordinate actions with other authorities or public entities with which Braskem comes to transact for entering into agreements involving the facts uncovered in connection with the Agreement, the public prosecution offices of States and Cities in Brazil, state-owned companies and state-controlled companies for entering into similar agreements with such entities, including for the purpose of preventing duplicate restitution with regard to the amount paid under the Agreement.

The Agreement does not prevent any third party from opening proceedings to seek reimbursement for any damages caused by Braskem, which could result in payments other than those provided for in the Agreement. Therefore, the Company cannot guarantee that the total amount available for reimbursement will be sufficient to fully reimburse any third parties affected by the wrongdoings, which means that the Company may be subject to the payment of damages or financial penalties other than those provided for in the Global Settlement.

(g)Other considerations

With the exception of the amount mentioned above, as well as of the othernon-monetary obligations imposed on the Company under the Global Settlement, it may have a material adverse effect on our business, reputation, financial condition, financial instruments and operational results, as well as on the liquidity and price of the securities of Braskem. Furthermore, the negative publicity resulting from the Global Settlement, could have a material adverse impact on our businesses, including reducing the demand for our products,our financial instruments and other effects that currently cannot be estimated or measured. In addition, other authorities with jurisdiction over our company may seek to impose additional monetary sanctions or fines or commence new investigations against us. Finally, as a result of the Global Settlement, the Company may be barred from entering into certain agreements with government authorities and may be subject to increased operating costs in connection with its obligations to improve its governance and anti-corruption practices, including the cost of the external monitorship.

It is not possible to predict the impacts on Braskem of others investigations or of any decision or action taken by authorities involving its largest shareholders, namely Odebrecht S.A. and Petróleo Brasileiro S.A. – Petrobras, or any of their subsidiaries.

(h)Class action

On July 1, 2015, a putative class action lawsuit was filed against the Company and its certain of its current and former officers in the United States District Court for the Southern District of New York. In the operative complaint, the Lead Plaintiff, Boilermaker-Blacksmith National Pension Trust, alleges that the Defendants made misrepresentations or omissions that inflated the price of the Company’s stock in violation of U.S. securities laws. The Company has engaged a U.S. law firm to represent it and filed motion to dismiss on July 6, 2016.

On March 31, 2017, the judge rendered a decision on the motion to dismiss granting it in part and denying it in part. With respect to the remaining claims, the class action is now in the discovery stage.

On August 29, 2017, the Lead Plaintiff, in agreement with the Company, has filed a letter requesting an amendment to the previously agreed schedule of the discovery, as the parties are currently engaged in settlement negotiations. Any definitive agreement that might be reached by the parties would be subject to a variety of conditions, including Court approval. The Company cannot foresee the outcome of this process, at this stage.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

The Company may be named as a defendant in other legal actions. Furthermore, the Company may be required, in accordance with any applicable legal and regulatory limits, to indemnify directors, officers and employees that are defendants in the securities class action and any other related actions that may arise in the future. The litigation has required significant time and dedication of the Management of the Company and is expected to continue to require such time and attention in the future.

24Benefits offered to team members

24.1Short-term benefits

   2016   2015   2014 

Health care

   139,412    126,545    108,841 

Private pension

   61,593    60,476    44,243 

Transport

   55,223    50,935    51,881 

Feeding

   28,874    27,755    27,453 

Training

   20,589    19,101    27,629 

Other

   13,237    18,789    18,167 
  

 

 

   

 

 

   

 

 

 
   318,928    303,601    278,214 
  

 

 

   

 

 

   

 

 

 

24.2Post-employment benefits

24.2.1Retirement plans - defined benefit plans and health plants

Braskem America

The subsidiary Braskem America is the sponsor of Novamont, which is a defined benefit plan of the employees of the plant located in the State of West Virginia. At December 31, 2016, the plan has 40 active participants (42 in 2015) and 164 assisted participants (168 in 2015). The contributions by Braskem America in the year amount to R$3,569 (R$3,557 in 2015). The participants made no contributions in 2016 and 2015.

Braskem Alemanha

The subsidiary Braskem Alemanha is the sponsorobligation of the defined benefit plan is made annually by a qualified actuary using the projected unit credit method. When calculations result in a potential asset for the Company, the asset to be recognized is limited to the present value of economic benefits available as future plan reimbursements or as a reduction in future contributions to the plan. To calculate the present value of economic benefits, any applicable minimum cost requirements are taken into account. Remeasurements of net obligation, which include: actuarial gains and losses, return on plan assets (excluding interest) and the effects of the employees. At December 31, 2016,asset cap (if any, excluding interest), are immediately recognized in other comprehensive (loss) income.

(iii)Health care

The Company’s net obligation for health care is the plans have 128 active participants (128estimated amount of future benefit that employees will receive in 2015) and no contributions were made by Braskemreturn for services provided in the year (R$102prior periods. Such amount is discounted to its present value and remeasurements are recognized in 2015). profit or loss for the period.

The participants made no contributions in 2016calculation of health care obligations mainly consider the Company’s aging and 2015.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise statedpremium history, medical cost inflation and new technologies.

 

F-82  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

 

Health plan

According to Brazilian laws, the type(a) Amounts in statement of health plan offered by the Company,financial position

Schedule of amounts in statement of financial position           
       2023 2022
Defined benefit         
Novamont Braskem America      57 58
Braskem Idesa      30 23
Braskem Alemanha and Netherlands      165 148
       252 229
            
Health care (i)           
Bradesco saúde      368 322
Total obligations      620 551
            
Fair value of plan assets      (53) (57)
            
Consolidated net balance (non-current liabilities)      567 494

(i)According to Brazilian laws, the type of health plan offered by Braskem, named contributory plan, ensures to the participant who retires or is dismissed without cause the right to remain in the plan with the same assistance coverage conditions they had during the employment term, provided they assume the full payment of the plan (company’s part + participant’s part). This right is granted as follows:

(i)The participant who was dismissed without cause has the right to remain in the health plan for more 1/3(one-third)with the same assistance coverage conditions they had during the employment term, provided they assume the full payment of the plan contribution period, considering the minimumsix-month period and the maximum twenty-four-month period.(Company’s part + participant’s part).

 

(ii)The participant who retires and contributes to the plan due to employment relationship over at least ten (10) years has the right to remain in the health plan for undetermined period. Should the participant have contributed for less than 10 years, they will have the right to remain ad a beneficiary for one (1) more year for each contribution year.

In addition to the right granted to the former participants who retired or were dismissed without cause, the Brazilian laws also establish rules for the amount charged by the plan based on beneficiaries’ age bracket. One of these rules define that the amount charged for the highest age bracket may not be six (6) times larger than the amount charged for the lowest age bracket. Thus, the amount charged from the lowest age bracket plans comprises a “subsidy” for highest age bracket plans. This subsidy is also supported by contributions from the Company. In other words, the amount charged from the participants included(b) Change in the highest age brackets is not enough to cover their expenses.

For these plans, the Company measured on an actuarial basis its obligations for future subsidies, obtaining from this study the following results:and fair value

Schedule of changes in obligation and fair value           
   2023   2022   2021
 HealthBenefit  HealthBenefit  HealthBenefit 
 careplansTotal careplansTotal careplansTotal
            
Balance at beginning of year 322229 551  245 363 608  218370 588
Current service cost5813 513 18  5 1419
Interest cost291342 207 27  16 622
Benefits paid(15)(6)(21) (13)(34) (47)  (11) (7)(18)
Actuarial losses (gain)27  27 65(83) (18)  17 (27)(10)
Exchange variation  88   (37) (37)   77
Balance at the end of the year 368252 620  322 229 551  245363 608

 

(i)Amounts in balance sheet

   2016   2015   1/1/2015 
       Restated   Restated 

Defined benefit

      

Novamont Braskem America

   20,285    23,722    18,356 

Braskem Alemanha

   69,952    76,819    50,820 
  

 

 

   

 

 

   

 

 

 
   90,237    100,541    69,176 

Health care

      

Bradesco saúde

   71,899    69,696    45,302 
  

 

 

   

 

 

   

 

 

 
   162,136    170,237    114,478 
  

 

 

   

 

 

   

 

 

 

Benefit obligations

   (129,617   (146,936   (100,398

Health care

   (71,899   (69,696   (45,302
  

 

 

   

 

 

   

 

 

 

Total obligations

   (201,516   (216,632   (145,700

Fair value of plan assets

   39,380    46,395    31,222 
  

 

 

   

 

 

   

 

 

 

Funded status of the plan

   (162,136   (170,237   (114,478
  

 

 

   

 

 

   

 

 

 

Consolidated net balance(non-current liabilities)

   (162,136   (170,237   (114,478
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(ii)Change in obligations

   2016   2015   1/1/2015 
       Restated   Restated 

Balance at beginning of year

   216,632    145,700    92,410 

Health care

   2,203    24,394    20,560 

Current service cost

   4,576    5,085    2,943 

Interest cost

   3,983    4,699    3,277 

Special retirement

     515   

Reduction plan

     734   

Benefits paid

   (3,156   (3,397   (1,927

Change plan

       1,713 

Actuarial losses (gain)

   3,590    (330   20,766 

Reduction plan (curtailment)

       1,663 

Exchange variation

   (26,312   39,232    4,295 
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

   201,516    216,632    145,700 
  

 

 

   

 

 

   

 

 

 

(iii)Change in fair value plan assets

   2016   2015   1/1/2015 
       Restated   Restated 

Balance at beginning of year

   46,395    31,222    23,599 

Actual return on plan assets

   221    156    3,343 

Employer contributions

   3,569    3,659    3,166 

Benefits paid

   (3,087   (3,103   (1,894

Exchange variation

   (7,718   14,461    3,008 
  

 

 

   

 

 

   

 

 

 

Balance at the end of the year

   39,380    46,395    31,222 
  

 

 

   

 

 

   

 

 

 

(iv)Amounts recognized in profit or loss

   2016   2015   2014 
       Restated   Restated 

Health care

   2,203    11,849    9,270 

Current service cost

   4,576    5,085    2,593 

Interest cost

   3,983    4,699    2,547 

Expected return on plan assets

   (31   (3,409   (1,614

Amortization of actuarial loss

     1,519    675 

Amortization of unrecognized service cost

     418    119 

Actuarial losses

   2,472    34   
  

 

 

   

 

 

   

 

 

 
   13,203    20,195    13,590 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(v)Actuarial assumptions

   (%) 
   2016   2015   2014 
   Health   United       Health   United       Health   United     
   insurance   States   Germany   insurance   States   Germany   insurance   States   Germany 

Discount rate

   4.18    4.35    2.00    7.22    4.60    3.75    6.26    4.20    3.75 

Inflation rate

   6.00    n/a    2.00    6.50    n/a    2.00    4.50    3.00    1.51 

Expected return on plan assets

   n/a    n/a    n/a    n/a    7.50    n/a    n/a    7.50    n/a 

Rate of increase in future salary levels

   n/a    n/a    3.00    n/a    n/a    3.00    n/a    n/a    3.00 

Rate of increase in future pension plan

   n/a    n/a    1.75    n/a    n/a    n/a    n/a    n/a    n/a 

Aging factor

   2.5    n/a    n/a    2.50    n/a    n/a    2.50    n/a    n/a 

Medical inflation

   3.5    n/a    n/a    3.50    n/a    n/a    3.50    n/a    n/a 

Duration

   29.24    n/a    n/a    35.55    n/a    n/a    35.00    n/a    n/a 

(vi)Hierarchy of fair value assets

On December 31, 2016,2023, the balance of the fair value of assets is represented by the assets of the Novamont defined benefit plan, which has alevel-1 fair value hierarchy.

(c) Actuarial assumptions

(vii)Sensitivity analysis

   Impact on the defined benefit obligation 
   Premise change  Premise increase   Premise reduction 
   Health  United     Health   United       Health  United    
   insurance  States  Germany  insurance   States   Germany   insurance  States  Germany 

Discount rate

   1.0  1.0  0.5  13,282    6,325    7,553    (17,950  (7,721  (8,432

Real medical inflation

   1.0  n/a   n/a   17,537    n/a    n/a    (10,389  n/a   n/a 

Rate of increase in future salary levels

   n/a   n/a   0.5  n/a    n/a    3,512    n/a   n/a   (3,308

Rate of increase in future pension plan

   n/a   n/a   0.3  n/a    n/a    2,147    n/a   n/a   (2,084

Life expectancy

   n/a   n/a   1 ano   n/a    n/a    1,757    n/a   n/a   (1,834

Mortality rate

   n/a   10.0  n/a   n/a    1,638    n/a    n/a   (1,791  n/a 

   Health insurance - Impact on cost of services and interests
costs
 
   Premise change  Premise increase   Premise reduction 
   Cost of  Iterests  Cost of   Iterests   Cost of  Iterests 
   services  costs  services   costs   services  costs 

Discount rate

   1.0  1.0  75    365    (125  (447

Real medical inflation

   1.0  1.0  135    622    (46  (369

24.2.2Retirement plan - defined contribution

The Braskem S.A. and the subsidiaries in Brazil sponsor a defined contribution plan for its employees managed by ODEPREV, a private pension plan entity. ODEPREV offers its participants, which are employees of the sponsoring companies, an optional defined contribution plan in which monthly and additional participant contributions and monthly and annual sponsor contributions are made to individual pension savings accounts. For this plan, the sponsors pay contributions to private pension plan on contractual or voluntary bases. As soon as the contributions are paid, the sponsors do not have any further obligations related to additional payments.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

Schedule of actuarial assumptions                  
                   
      2023     2022     2021
   Novamont      Novamont      Novamont    
  HealthBraskemBraskem   HealthBraskemBraskem   HealthBraskemBraskem  
  careAmericaIdesaGermanyNetherlands careAmericaIdesaGermanyNetherlands careAmericaIdesaGermanyNetherlands
                   
Discount rate 5.355.20 10.503.604.15 5.97 5.10 8.00 1.20 3.60  5.33 2.90 8.00 1.20 1.20
Inflation rate 3.00 n/a 3.502.002.00 3.00 n/a  4.00 2.00 2.00  3.00 n/a  4.00 2.00 2.00
Rate of increase in future salary levels  n/a  n/a 4.503.253.25  n/a  n/a  5.00 3.00 3.25  n/a  n/a  5.00 3.00 3.00
Rate of increase in future pension plan  n/a  n/a  n/a 2.252.25  n/a  n/a  n/a  1.75 2.25  n/a  n/a  n/a  1.75 1.75
Aging factor 2.50 n/a  n/a  n/a  n/a  2.50 n/a  n/a  n/a  n/a   2.50 n/a  n/a  n/a  n/a 
Medical inflation 3.25 n/a  n/a  n/a  n/a  3.50 n/a  n/a  n/a  n/a   3.50 n/a  n/a  n/a  n/a 
Duration 12.10 n/a  n/a  n/a  n/a  12.83 n/a  n/a  n/a  n/a   14.16 n/a  n/a  n/a  n/a 

 

At December 31, 2016, the number of active participants in ODEPREV totals 5,147 (5,331 in 2015). The contributions made by the sponsors in the year amount to R$40,996 (R$29,852 in 2015) and the contributions made by the participants amounted to R$52,741 (R$50,899 in 2015).(d) Sensitivity analysis

Schedule of sensitivity analysis                 
 Impact on the defined benefit obligation
 Premise changePremise increasePremise reduction
  Novamont      Novamont      Novamont    
 HealthBraskemBraskem  Health BraskemBraskem  Health BraskemBraskem  
 careAmericaIdesaGermanyNetherlandscare AmericaIdesaGermanyNetherlandscare AmericaIdesaGermanyNetherlands
Discount rate1.00%1.00%1.00%0.25%0.25% 38  (2) 2 (6)   47  9 2 7 4
Rate of increase in future pension plan1.00%n/an/a0.25%0.25% (9)  n/a  n/a  5   9  n/a  n/a  (5)  
Life expectancy1.00%n/an/a1 year1 year 49  n/a  n/a  4   (40)  n/a  n/a  (4)  
Mortality raten/a10.00%n/an/an/a n/a   1 n/a  n/a  n/a  n/a   5 n/a  n/a  n/a 

 

24.2.3Other – Petros plan

On January 6, 2015, PREVIC – National Superintendence for Supplementary Pension Plans issued an official letter to the Management of Braskem requesting the contribution related to the capital deficit of the Petros Copesul Plan on the date of approval of the withdrawal of sponsorship (October 2012), restated by the IPCA consumer price index + 6% p.a. through December 31, 2014. This amount, restated in accordance with the aforementioned calculation, was settled in February 2015, in the amount of R$358,563.

25Other accounts payable

(a)Current /Non-current

This item includes the following accounts payable:

 (i)
F-83 To BNDESPAR due 

Braskem S.A.

Notes to the acquisition of shares issued by Riopol within the scope of the business combination of Quattor, in 2010. The balance payable, onconsolidated financial statements

at December 31, 2016, is R$176,846 (R$273,2942023

All amounts in 2015).millions of Reais, except as otherwise stated

The acquisition price is being paid in three installments, with restatement by the TJLP, as follows:

Payment made on June 11, 2015, the amount corresponding to 15% of the purchase price;

Payment made on June 13, 2016, the amount corresponding to 35% of the purchase price;

On June 11, 2017, the amount corresponding to 50% of the purchase price.

 

26(ii)Agreement for the leasing of rail cars by the subsidiary Braskem America, as mentioned in Note 2.4 (iv). The balance payable on December 31, 2016 is R$88,439.Equity

 

(iii)Royalties agreement referring to technologies used by subsidiary Braskem Idesa. The balance payable on December 31, 2016 is R$68,365.

Braskem S.A.26.1 Capital

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

26Equity

(a)Capital

On December 31, 2016,2023, the Company’s subscribed and paid uppaid-up capital stock amounted to R$8,043,222 8,043 and comprised 797,257,604797,207,834 shares with no par value, distributed as follows:

Schedule of capital            
  Amount of shares
    Common
shares
   %   Preferred
shares

class A
   %   Preferred
shares
class B
   %   Total   %  Common  Preferred shares Preferred shares   

Odebrecht

   226,334,623    50.11    79,182,498    22.95        305,517,121    38.32 
 shares % class A % class B % Total %
       
Novonor 226,334,623 50.11 79,182,498 22.95       305,517,121 38.32

Petrobras

   212,426,952    47.03    75,761,739    21.96        288,188,691    36.15  212,426,952 47.03 75,761,739 21.96       288,188,691 36.15

ADR

   (i      46,063,824    13.35        46,063,824    5.78 (i)       62,466,606 18.10       62,466,606 7.84

Other

   12,907,077    2.86    142,767,803    41.38    578,330    100.00    156,253,210    19.60  12,907,077 2.86 127,649,522 36.99 478,790  100.00 141,035,389 17.69
   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
Total 451,668,652 100.00 345,060,365 100.00 478,790 100.00 797,207,807 100.00
Treasury shares        27          27   

Total

    451,668,652    100.00    343,775,864    99.64    578,330    100.00    796,022,846    99.85  451,668,652 100.00 345,060,392 100.00 478,790 100.00 797,207,834 100.00
   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

Treasury shares

        1,234,758    0.36        1,234,758    0.15 
   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 

Total

    451,668,652    100.00    345,010,622    100.00    578,330    100.00    797,257,604    100.00 
   

 

   

 

   

 

   

 

   

 

   

 

   

 

   

 

 
Authorised 535,661,731 616,682,421 593,818  1,152,937,970 

 

(i)American Depositary ReceiptsReceipt ("ADR") traded on the New York Stock Exchange - NYSE (USA);

 

(b)Capital reserve

This reserve includes part ofChanges in shares during the shares issued in Subsidiary’s several capital increases. This reserve can be used to absorb losses, to redeem, reimburse or purchase shares, and to incorporate into the capital stock.year:

Schedule of changes in shares       
    Amount of shares
  Note 2022 Changes 2023
Outstanding shares       
 Commom shares  451,668,652    451,668,652
 Preferred Class A 26.2 344,394,984 665,381 345,060,365
 Preferred Class B  478,790    478,790
    796,542,426 665,381 797,207,807
         
 Treasury shares       
 Preferred Class A26.2 665,408 (665,381) 27
         
Total  797,207,834    797,207,834

 

(c)Legal reserve

Under Brazilian Corporation Law, companies must transfer 5% of net profit for the year to a legal reserve until this reserve is equivalent to 20% of thepaid-up capital. The legal reserve can be used for capital increase or absorption of losses.26.2 Share Rights

(d)Share rights

Preferred shares carry no voting rights, but they ensure priority,non-cumulative annual dividend of 6% of their unit value, according to profits available for distribution. The unit value of the shares is obtained through the division of capital by the total number of outstanding shares. OnlyAs common shares, only class “A” preferred shares will have the same claim on the remaining profit as common sharesthat exceeds the minimum mandatory dividend of 6% and will be entitled to dividends only after the priority dividend is paid to preferred shareholders. Only class “A” preferred shares also have the same claim as common shares on the distribution of shares resulting from capitalization of other reserves. Only classClass “A” preferred shares can be converted into common shares upon resolution of majority voting shareholders present at a General Meeting. Class “B” preferred shares can be converted into class “A” preferred shares at any time, at the ratio of two class “B” preferred shares for one class “A” preferred share, upon a simple written request to the Company, provided that thenon-transferability period provided for in specific legislation that allowed for the issue and payment of such shares with tax incentive funds has elapsed.

F-84  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

In August 2016, a total2023, 665,381 shares held in treasury were delivered to participants of 15,288 class “B” preferredthe LTI Program 2020. In 2022, 236,758 shares were converted into 7,644 class “A” preferredgranted as payment of the LTI Program 2019.

26.3 Capital reserves

This reserve includes part of the shares issued in the Company’s several capital increases. This reserve can be used to absorb losses, to redeem, reimburse or purchase shares, and in December 2015, a total of 200 class “B” preferred shares were convertedto incorporate into 100 class “A” preferred shares.

In the event of liquidation of the Company, class “A” and “B” preferred shares will have priority in the reimbursement of capital.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

capital stock.

 

Shareholders are entitled to receive a mandatory minimum dividend26.4 Profit reserves

(a)Legal reserve

Under Brazilian Corporation Law, companies must transfer 5% of 25% onnet profit for the year adjusted under Brazilian Corporation Law.to a legal reserve until this reserve is equivalent to 20% of the paid-up capital. The legal reserve can be used for capital increase or absorption of losses.

(b)Tax incentive reserve

This reserve results from the allocation of part of net income for the year equivalent to tax incentives, arising from governmental subsidies (see Note 30). This reserve may only be used to offset losses with subsequent reconstitution or increase share capital.

 

(e)(c)Profit allocation and payment of dividendsretention

Under Brazilian Corporation Law, portions of net income for the Company’s bylaws, profitfiscal year may be allocated to reserves or retained based on the capital budget. Profits not allocated as such may be distributed to shareholders in the form of dividends. In 2023, this reserve was partially used to absorb losses for the year adjusted according to Brazilian Corporation Law, is appropriated(Note 27.6).

26.5 Accumulated losses

Accumulated losses in 2023 were partially absorbed as follows:

Schedule of accumulated losses
 (i)5% to a legal reserve;2023

 (ii)25% to pay for mandatory,non-cumulative dividends, provided that the legal and statutory advantages of the Class “A” and “B” preferred shares are observed. When the amount of the priority dividend paid to class “A” and “B” preferred shares is equal to or higher than 25% of profit
Loss for the year calculated under Article 202 of Brazilian Corporation Law, it is the full payment of the mandatory dividend.Company's shareholders(4,579)
Amounts posted directly to the Retained Earnings account:
Realization of deemed cost of parent company, net of taxes1515
(4,564)
Loss absorption using profit reserve: 
Profit reserves1,826
Accumulated losses(2,738)

Any surplus remaining after the payment of the priority dividend will be used to:

pay dividends to common shareholders up to the limit of the priority dividends of preferred shares; and

if there still is any surplus, distribute additional dividends to common shareholders and class “A” preferred shareholders so that the same amount of dividends is paid for each common27 Earnings (loss) per share or class “A” preferred share.

(e.1)Profit or loss for the year

The balance of accumulated losses as of December 31, 2016 was fully offset by the retained earnings reserve, in accordance with Brazilian Corporation Law.

(e.2)Dividend payment from previous years

The Annual Shareholders’ Meeting held on April 6, 2016 approved the declaration of dividends for the financial year 2015, in the amount of R$ 1,000,000, the payment of which commenced on April 15, 2016, of which R$567,620 was paid to holders of common shares and R$432,020 and R$360 to holders of class A and class B preferred shares, respectively. This payment fully settles the dividend for the class “B” preferred shares, which was calculated in accordance with the Bylaws.

On September 27, 2016, the Board of Directors’ Meeting approved the payment of interim dividends for fiscal year 2015, in the amount of R$1,000,000, which was paid as of October 11, 2016. The Company paid R$567,819 to common shareholders and R$432,181 to class A preferred shareholders.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(f)Other comprehensive income – Equity

  Restated 
  Attributed to shareholders’ interest       
        Defined        Foreign             
  Additional  Deemed  benefit  Foreign     currency  Gain (loss)  Total       
  indexation of  cost of  plans actuarial  sales  Fair value  translation  on interest  Braskem  Non-controlling    
  PP&E  PP&E  Gain (loss)  hedge  of hedge  adjustment  in subsidiary  shareholders’  interest in    
  (i)  (i)  (ii)  (iii)  (iii)  (iv)  (v)  interest  Braskem Idesa  Total 

On December 31, 2013

  272,069   19,240   (22,651  (1,520,336  (85,020  241,929   (9,404  (1,104,173  28,501   (1,075,672
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Additional indexation

          

Realization by depreciation orwrite-off assets

  (41,268        (41,268   (41,268

Income tax and social contribution

  14,030         14,030    14,030 

Deemed cost of jointly-controlled investment

          

Realization by depreciation orwrite-off assets

   (1,464       (1,464   (1,464

Income tax and social contribution

   499        499    499 

Foreign sales hedge

          

Exchange rate

     (2,611,655     (2,611,655  (164,197  (2,775,852

Income tax and social contribution

     868,259      868,259   49,259   917,518 

Fair value of Cash flow hedge

          

Change in fair value

      (332,695    (332,695  (46,477  (379,172

Transfer to result

      26,472     26,472    26,472 

Income tax and social contribution

      101,576     101,576   14,956   116,532 

Actuarial gain with post-employment benefits, net of taxes

    (7,452      (7,452   (7,452

Foreign currency translation adjustment

       144,699    144,699   2,573   147,272 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

On December 31, 2014

  244,831   18,275   (30,103  (3,263,732  (289,667  386,628   (9,404  (2,943,172  (115,385  (3,058,557
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Additional indexation

          

Realization by depreciation orwrite-off assets

  (41,268        (41,268   (41,268

Income tax and social contribution

  14,032         14,032    14,032 

Deemed cost of jointly-controlled investment

          

Realization by depreciation orwrite-off assets

   (1,462       (1,462   (1,462

Income tax and social contribution

   496        496    496 

Foreign sales hedge

          

Exchange rate

     (9,629,237     (9,629,237  (397,386  (10,026,623

Income tax and social contribution

     3,225,996      3,225,996   119,129   3,345,125 

Fair value of Cash flow hedge

          

Change in fair value

      (524,682    (524,682  (24,791  (549,473

Transfer to result

      (72,518    (72,518   (72,518

Income tax and social contribution

      199,176     199,176   7,139   206,315 

Fair value of cash flow hedge from jointly-controlled

      2,295     2,295    2,295 

Actuarial loss with post-employment benefits, net of taxes

    (9,129      (9,129   (9,129

Foreign currency translation adjustment

       718,763    718,763   (65,414  653,349 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

On December 31, 2015

  217,595   17,309   (39,232  (9,666,973  (685,396  1,105,391   (9,404  (9,060,710  (476,708  (9,537,418
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Additional indexation

          

Realization by depreciation orwrite-off assets

  (41,268        (41,268   (41,268

Income tax and social contribution

  14,032         14,032    14,032 

Deemed cost of jointly-controlled investment

          

Realization by depreciation orwrite-off assets

   (1,461       (1,461   (1,461

Income tax and social contribution

   496        496    496 

Foreign sales hedge

          

Exchange rate

     2,625,551      2,625,551   (498,767  2,126,784 

Transfer to result

     1,342,785      1,342,785   14,959   1,357,744 

Income tax and social contribution

     (1,406,740     (1,406,740  145,326   (1,261,414

Fair value of Cash flow hedge

          

Change in fair value

      247,815     247,815   (736  247,079 

Transfer to result

      (19,434    (19,434  (12,135  (31,569

Income tax and social contribution

      (79,194    (79,194  3,861   (75,333

Fair value of cash flow hedge from jointly-controlled

      (3,309    (3,309   (3,309

Losses in controlling interests

          

Actuarial loss with post-employment benefits, net of taxes

    (4,119      (4,119   (4,119

Foreign currency translation adjustment

       63,697    63,697   275,599   339,296 
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

On December 31, 2016

  190,359   16,344   (43,351  (7,105,377  (539,518  1,169,088   (9,404  (6,321,859  (548,601  (6,870,460
 

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

(i)Transfer to retained earnings as the asset is depreciated orwritten-off.
(ii)Transfer to retained earnings when the extinction of the plan.
(iii)Transfer to the income statement when maturity, prepayment or loss of efficacy for hedge accounting.
(iv)Transfer to the income statement whenwrite-off of subsidiary abroad.
(v)Transfer to the income statement when divestment or transfer of control of subsidiary.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

27Earnings per share

Basic and diluted earnings (loss) per share is calculated by means of the division of adjusted profit (loss) for the year attributable to the Company’s common and preferred shareholders by the weighted average number of these shares held by shareholders, excluding those held in treasury and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 26 (e),26.2, particularly in relation to the limited rights enjoyed by class “B” preferred shares. In viewThe calculation of these limited rights, this class of share does not participate in losses. In this case, the diluted result takes into accountearnings (loss) per share is based on the weighted average of class “A” preferred shares, assuming the conversion of two class “B”all preferred shares into one class “A” preferred share, as provided for intreasury that would cause the bylaws of the Company.dilution.

F-85  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

Class A preferred shares participate in dividends with common shares after the mandatory dividends has been attributed in accordance with the formula provided for in the Company’s bylaws, as described in Note 24(f)26.2 and there is no highest limit for their participation.

Diluted and basic earnings (losses) per share are equal when there is profit in the year, since Braskem has not issued convertible financial instruments.

As required by IAS 33, theThe table below showshows the reconciliation of profit (loss)or loss for the period adjusted tofor the amounts used to calculate basic and diluted earnings (loss)(losses) per share.

Schedule of reconciliation of profit or loss         
  2023 2022 2021
  Basic and diluted Basic and diluted Basic Diluted
         
(Loss) profit for the year attributed to Company's shareholders (4,579)  (336)  13,985  13,985
          
Distribution of priority dividends attributable to:         
Preferred shares class "A"       209  209
Preferred shares class "B"       0  0
        209  209
          
Distribution of 6% ​​of unit price of common shares       274  274
          
Distribution of excess profits, by class:         
Common shares       7,664  7,664
Preferred shares class "A"       5,838  5,838
        13,502  13,502
          
Reconciliation of (loss) income available for distribution, by class (numerator):        
Common shares (2,595)  (191)  7,938  7,938
Preferred shares class "A" (1,981)  (145)  6,047  6,047
Preferred shares class "B" (3)      
  (4,579)  (336)  13,985  13,985
         
Weighted average number of shares, by class (denominator):        
Common shares 451,668,652 451,668,652  451,668,652  451,668,652
Preferred shares class "A" 344,796,036 344,329,470  344,054,700  345,049,701
Preferred shares class "B" 478,790  478,790  500,171  500,171
  796,943,478 796,476,912  796,223,523  797,218,524
         
Profit (loss) per share (in R$)        
Common shares (5.7458) (0.4215)  17.5747  17.5747
Preferred shares class "A" (5.7458) (0.4215)  17.5749  17.5242
Preferred shares class "B" (5.7458) (0.4215)  0.5798  0.5798

 

   

 

   Basic and diluted 
       2016   2015   2014 
           Restated   Restated 

Profit (loss) for the year attributed to Company’s shareholders of continued operations

     (438,331   2,995,338    715,945 

Distribution of dividends attributable to priority:

        

Preferred shares class “A”

       208,409    208,437 

Preferred shares class “B”

       360    360 
    

 

 

   

 

 

   

 

 

 
       208,769    208,797 
    

 

 

   

 

 

   

 

 

 

Distribution of 6% of unit value of common shares

       273,824    273,796 

Distribution of plus income, by class:

        

Common shares

       1,426,771    132,490 

Preferred shares class “A”

       1,085,974    100,862 
    

 

 

   

 

 

   

 

 

 
       2,512,745    233,352 
    

 

 

   

 

 

   

 

 

 

Reconciliation of income (loss) available for distribution, by class (numerator):

        

Common shares

     (248,894   1,700,595    406,286 

Preferred shares class “A”

     (189,437   1,294,383    309,299 

Preferred shares class “B”

       360    360 
    

 

 

   

 

 

   

 

 

 
     (438,331   2,995,338    715,945 
    

 

 

   

 

 

   

 

 

 

Weighted average number of shares, by class (denominator):

        

Common shares

     451,668,652    451,668,652    451,668,652 

Preferred shares class “A”

   (i   343,771,165    343,783,562    343,848,120 

Preferred shares class “B”

       593,618    593,818 
    

 

 

   

 

 

   

 

 

 
     795,439,817    796,045,832    796,110,590 
    

 

 

   

 

 

   

 

 

 

Profit (loss) per share (in R$)

        

Common shares

     (0.5511   3.7651    0.8995 

Preferred shares class “A”

     (0.5511   3.7651    0.8995 

Preferred shares class “B”

       0.6065    0.6062 
F-86  

Braskem S.A.

 

(i)Calculation of weighted average of outstanding shares adjusted by

Notes to the number of shares repurchased during the fiscal years, ended inconsolidated financial statements

at December 31, 2016 and 2015, multiplied by a weighted time factor:2023

All amounts in millions of Reais, except as otherwise stated

Braskem S.A.Weighing of shares

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

           
          2023
          Basic
          Preferred shares
        Class "A"  
        Outstanding Weighted
        shares average
           
Amount at beginning of the year        344,394,984  344,394,984
           
Incentive long term plan payments with treasury shares        665,381  401,052
           
Amount at the end of the year        345,060,365  344,796,036

 

           
          2022
          Basic
          Preferred shares
        Class "A"  
        Outstanding Weighted
        shares average
           
Amount at beginning of the year        344,158,226  344,158,226
           
Incentive long term plan payments with treasury shares        236,758  171,244
           
Amount at the end of the year        344,394,984  344,329,470

 

   2016   2015 
   Preferred shares Class “A”   Preferred shares Class “A” 
   Outstanding   Weighted   Outstanding   Weighted 
   shares   average   shares   average 

Balance at beginning of year

   343,768,220    343,768,220    343,848,120    343,848,120 

Repurchase of treasury shares

       (80,000   (64,658

Conversion of preferred shares class “B” to “A”

   7,644    2,945    100    100 
  

 

 

   

 

 

   

 

 

   

 

 

 

Balance at the end of the year

   343,775,864    343,771,165    343,768,220    343,783,562 
  

 

 

   

 

 

   

 

 

   

 

 

 
           
          2021
          Basic
          Preferred shares
    Class "A" Class "B"
    Outstanding Weighted Outstanding Weighted
    shares average shares average
           
Amount at beginning of the year    343,824,794  343,824,794  500,230  500,230
           
Incentive long term plan payments with treasury shares    322,712  229,877    
Conversion shares class "B" into shares class "A"    10,720  29  (21,440)  (59)
           
Amount at the end of the year    344,158,226  344,054,700  478,790  500,171
           

 

28Net sales revenues

   2016   2015   2014 
       Restated   Restated 

Sales revenue

      

Domestic market

   32,293,042    30,366,378    32,163,863 

Foreign market

   23,084,703    23,159,820    19,842,046 
  

 

 

   

 

 

   

 

 

 
   55,377,745    53,526,198    52,005,909 

Sales and services deductions

      

Taxes

      

Domestic market

   (7,316,325   (6,214,041   (6,362,190

Foreign market

   (102,831   (122,776   (132,824

Customers rebates

      

Domestic market

   (25,400   (12,900   (28,182

Foreign market

   (23,820   (16,552   (31,636

Sales returns

      

Domestic market

   (168,625   (167,515   (216,997

Foreign market

   (76,756   (112,425   (98,183
  

 

 

   

 

 

   

 

 

 
   (7,713,757   (6,646,209   (6,870,012
  

 

 

   

 

 

   

 

 

 

Net sales and services revenue

   47,663,988    46,879,989    45,135,897 
  

 

 

   

 

 

   

 

 

 

Revenues28 Net revenue

Schedule of net sales and service revenue       
     2023 2022 2021
Net sales and services revenue   70,569  96,519  105,625

Revenue from sales of products areis recognized when (i) the amountcontrol of sales can be reliably measured and the Company does not have control over the products sold; (ii) itassets is probable that the Company will received the economic benefits; and (iii) all legal titles, risks and benefits of product ownership are fully transferred to the client.customer for an amount that reflects the consideration to which the Company expects to be entitled in exchange of these assets. The performance obligations are met at a specific moment in time. The Company does not make sales with continued management involvement. Most of Braskem’sthe Company’s sales are made to industrial customers and, in a lower volume, to resellers.

The specific moment when the legal right, as well as the risks and benefits, are substantially transferredCompany satisfies a performance obligation by transferring a promised good or service to the client is determined as follows:

(i)(i)for contracts under which the Company is responsible for the freight and insurance, the legal right and the risks and benefits are transferred to the client as soon aswhen the goods are delivered at the destination established in the contract;

 (ii)
F-87  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(ii)for agreements under which the freight and insurance are a responsibility of the client, risks and benefits are transferred as soon aswhen the products are delivered to the client’s carrier; and

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(iii)(iii)for contracts under which product delivery involves the use of pipelines, especially basic petrochemicals, the risks and benefits are transferred immediately after the Company’s official markers, which is the point of delivery of the products and transfer of their ownership.

The cost of freight services related to sales, transfers to storage facilities and finished product transfers among establishments of Braskem are included in cost of sales.(a) Net revenue by country

Schedule of net revenue by country       
   2023 2022 2021
        
Brazil  39,997 56,217 55,830
United States  12,429 18,086 24,232
Mexico   3,329  4,469  5,506
Argentina   1,618 756  2,068
Germany   1,197  1,493  1,912
Switzerland   1,121  1,695  1,231
Italy   1,061 817  1,304
Chile   1,039  2,093  1,230
Netherlands  859 173 643
Luxembourg  755 871 988
Singapore  729  1,095  1,175
Peru  676 740 667
Japan  634 547  1,162
Spain  574 756 518
United Kingdom  554 724 586
Other   3,997  5,987  6,573
   70,569 96,519 105,625

(b) Net revenue by product

(a)Net sales revenue by country
Schedule of net revenue by product       
   2023 2022 2021
        
PE/PP  44,295 61,145 73,306
Ethylene/Propylene   4,435  7,280  5,820
PVC/Caustic Soda/EDC   5,863  5,723  6,873
ETBE/Gasoline   4,309  5,819  4,321
Benzene/Toluene/Xylene   3,721  5,711  5,806
Butadiene   1,211  3,028  3,020
Cumene   1,126  1,425  1,129
Solvents   1,046 422  1,343
Naphtha, condensate and crude oil  638  1,522  1,649
Others   3,925  4,444  2,358
   70,569 96,519 105,625

   2016   2015   2014 
       Restated   Restated 

Brazil

   24,640,077    23,729,106    25,265,876 

United States

   7,965,209    9,601,157    9,125,010 

Argentina

   1,244,267    1,339,775    1,264,727 

United Kingdom

   589,725    2,438,148    1,111,401 

Germany

   1,198,760    1,239,286    1,067,513 

Mexico

   2,075,695    967,829    949,378 

Italy

   667,265    561,347    860,724 

Netherlands

   262,289    622,436    713,267 

Singapore

   1,101,156    1,017,128    671,190 

Switzerland

   227,504    334,422    467,082 

Colombia

   369,359    278,304    444,019 

Spain

   342,154    391,097    332,132 

Chile

   522,796    503,650    331,728 

Peru

   397,186    351,097    288,037 

Uruguay

   122,783    327,533    263,636 

Japan

   1,631,564    904,903    236,160 

Poland

   252,508    199,115    206,793 

Paraguay

   185,432    170,834    187,199 

France

   236,727    268,239    174,495 

Bolivia

   211,382    194,865    167,721 

Canada

   242,492    184,752    135,158 

South Korea

   254,512    74,567    70,680 

Other

   2,923,146    1,180,399    801,971 
  

 

 

   

 

 

   

 

 

 
   47,663,988    46,879,989    45,135,897 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements(c) Main clients

at December 31, 2016

All amounts in thousands, except as otherwise stated

(b)Net sales revenue by product

   2016   2015   2014 
       Restated   Restated 

PE/PP

   30,790,364    28,226,087    26,436,519 

Ethylene and propylene

   2,906,796    2,999,090    3,274,529 

Naphtha, condensate and crude oil

   2,582,257    4,587,944    3,092,262 

Benzene, toluene and xylene

   2,411,031    2,538,993    3,084,916 

PVC/Caustic Soda/EDC

   3,016,390    2,780,075    2,709,491 

ETBE/Gasoline

   2,058,952    1,722,391    2,128,225 

Butadiene

   1,315,892    1,000,376    1,196,602 

Cumene

   501,958    583,608    745,252 

Solvents

   379,745    431,264    620,986 

Other

   1,700,603    2,010,161    1,847,115 
  

 

 

   

 

 

   

 

 

 
   47,663,988    46,879,989    45,135,897 
  

 

 

   

 

 

   

 

 

 

(c)Main clients

In 2016 and 2015, theThe Company does not have any revenue arising from transactions with only one client that is equal to or higher than 10%10% of its total net revenue. In 2016,2023, the most significant revenue from a single client amounts to approximately 2.9%2.1% of total net revenues of the Company and refers to the basic petrochemical segment.sale of resins.

 

29Tax incentives
F-88  

Braskem S.A.

 

(a)Income Tax

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

In29 Tax incentives

(a) SUDENE – IR

Since 2015, the Company obtained grant in lawsuits claiming the reduction of 75%75% of IRIRPJ and additional taxes on income from the following industrial units: (i) PVC and Chlor-Alkali (Cloro Soda), established in the state of Alagoas; and (ii) basic petrochemicals unit,Chemicals, PE, (2), PVC and Chlor-Alkali units, all established in the city of Camaçari (BA)(in Bahia State). The third PE plant established in Camaçari enjoyedtax incentive granted by the benefit up to 2016.Northeast Development Department (“SUDENE”) is calculated based on the Profit from Exploration of the incentivized activity, with an enjoyment period of 10 years.

In 2023, the Company recorded a tax loss and, for such reason, did not make use of tax benefits.

(b)PRODESIN - ICMS

The(b) PRODESIN – ICMS

Since 2010, the Company has ICMS tax incentiveincentives granted by the state of Alagoas, through the state of Alagoas Integrated Development Program – PRODESIN,(“PRODESIN”), which are aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes (Note 28). In 2016,2023, the amount was R$78,824 (R$71,614 in 2015)58 (2022: R$ 87).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

30Other income (expenses), net

   Note  2016  2015   2014 
         Restated   Restated 

Costs and expenses with hibernate plants

    (252,323)(i)   (152,536   (119,834

Expenses from fixed assets and investment

    (53,774  (174,488  

Allowance for judicial claims

    (169,973)(ii)   (105,644   (132,616

Expenses from Ascent project

    (3,988  (147,169   (44,347

Recovery of environmental damages

   22(b)   (182,600  (65,791   (30,741

Payments without corresponding services

   23.3(b)      (72,299

Extemporaneous taxes

   23.3(b)      (30,594

Gain from the divestment of DAT

   1(a.i)      277,338 

Leniency agreement

   23.3   (2,860,402)(iii)    

Other

    (229,104  (85,576   195,866 
   

 

 

  

 

 

   

 

 

 
    (3,752,164  (731,204   42,773 
   

 

 

  

 

 

   

 

 

 

(i)In 2016 includes the amount of R $ 138,561 related to costs corresponding to installed and unused capacity in the first months of operation of the subsidiary Braskem Idesa. (Nota 1(a.ii)).
(ii)In 2016, refers to R$49,488 in provisions for labor claims and R$113,051 in provisions for tax and other claims.
(iii)Pursuant to the Leniency Agreement between the Company and the MPF (Note 23.3), Braskem will pay the approximate amount of R$1.5 billion in six annual installments adjusted by the variation of the IPCA index. The Company estimated the present value of this accrual at its initial recognition, using as an assumption for the discount rate the estimated real interest rate for Treasury IPCA+ bonds issued by the National Treasury. Based on this assumption, the Company have done the adjustment to present value in the amount of R$277,591. This amount will be recognized in the financial result on a “pro rata die” basis from the date of the agreement. In the result for the year 2016, the amount of R$5,505 was amortized.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

31Financial results

   2016   2015   2014 
       Restated   Restated 

Financial income

      

Interest income

   504,495    386,182    281,273 

Monetary variations

   142,232    142,606    74,749 

Other

   43,395    56,145    43,847 
  

 

 

   

 

 

   

 

 

 
   690,122    584,933    399,869 
  

 

 

   

 

 

   

 

 

 

Financial expenses

      

Interest expenses

   (2,037,697   (1,716,809   (1,305,098

Monetary variations

   (409,784   (377,471   (320,497

Monetary variations on fiscal debts

   (249,578   (152,409   (221,390

Discounts granted

   (108,606   (130,564   (88,232

Loans transaction costs - amortization

   (56,020   (64,406   (44,824

Adjustment to present value - appropriation

   (507,744   (517,739   (527,703

Other

   (201,533   (204,004   (208,638
  

 

 

   

 

 

   

 

 

 
   (3,570,962   (3,163,402   (2,716,382
  

 

 

   

 

 

   

 

 

 

Exchange rate variations, net

      

On financial assets

   (1,139,676   1,102,744    (46,638

On financial liabilities

   (2,070,741   (999,834   (37,478
  

 

 

   

 

 

   

 

 

 
   (3,210,417   102,910    (84,116
  

 

 

   

 

 

   

 

 

 

Total

   (6,091,257   (2,475,559   (2,400,629
  

 

 

   

 

 

   

 

 

 
   2016   2015   2014 
       Restated   Restated 

Interest income

      

Held for trading

   249,427    91,119    26,012 

Loans and receivables

   213,237    190,637    168,259 

Held-to-maturity

   9,410    36,900    34,881 
  

 

 

   

 

 

   

 

 

 
   472,074    318,656    229,152 

Other assets not classifiable

   32,421    67,526    52,121 
  

 

 

   

 

 

   

 

 

 

Total

   504,495    386,182    281,273 
  

 

 

   

 

 

   

 

 

 

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

3230 Expenses by nature and function

The Company chose to present its expenses by function in the statement of operations. The breakdown of expenses by nature and function is presented below:

Schedule of expenses by nature and function       
     2023 2022 2021
          
Classification by nature:       
 Raw materials other inputs  (54,602) (73,182)  (63,570)
 Personnel expenses  (3,599) (3,223) (3,478)
 Outsourced services  (3,094) (3,412) (3,194)
 Depreciation and amortization  (5,206) (4,733) (4,178)
 Freights  (4,134) (4,035) (2,966)
 Idle industrial plants   (503)  (414)  (339)
 Alagoas geological event (Note 24)  (2,193) (1,520) (1,340)
 Other income  1,769  507 1,843
 Other expenses  (1,806) (2,270) (3,394)
 Total  (73,368) (92,282)  (79,586)
          
Classification by function:       
 Cost of products sold  (67,548) (85,161)  (73,568)
 Selling and distribution  (1,916) (2,108) (2,056)
 Loss for impairment of trade accounts receivable and others from clients   (83)  (38)  (9)
 General and administrative  (2,472) (2,764) (2,522)
 Research and development   (383)  (374)  (297)
 Other income (i)  1,769  507 1,534
 Other expenses (ii)  (2,735) (2,344) (2,669)
 Total  (73,368) (92,282)  (79,586)

   2016   2015   2014 
       Restated   Restated 

Classification by nature:

      

Raw materials other inputs

   (28,197,875   (30,600,855   (33,909,899

Personnel expenses

   (2,576,107   (2,466,890   (2,144,127

Outsourced services

   (2,135,412   (1,580,827   (1,663,288

Depreciation, amortization and depletion

   (2,677,672   (2,120,157   (2,038,586

Freights

   (1,918,973   (1,856,194   (1,528,211

Other income (expenses), net

   (4,236,780   (1,367,565   (385,876
  

 

 

   

 

 

   

 

 

 

Total

   (41,742,819   (39,992,488   (41,669,987
  

 

 

   

 

 

   

 

 

 

Classification by function:

      

Cost of products sold

   (34,940,619   (36,728,023   (39,351,709

Selling and distribution

   (1,410,828   (1,083,156   (1,037,407

General and administrative

   (1,477,199   (1,280,470   (1,195,511

Research and development

   (162,010   (169,635   (128,133

Other income (expenses), net

   (3,752,163   (731,204   42,773 
  

 

 

   

 

 

   

 

 

 

Total

   (41,742,819   (39,992,488   (41,669,987
  

 

 

   

 

 

   

 

 

 

33(i)Segment informationIn 2023, refers mainly to settlement of claim agreement signed with insurance companies and the final and unappealable decision on the unconstitutionality of the surcharge in the PIS and COFINS rates incurred on operations involving the sale of gasoline and diesel oil.
(ii)Refers mainly to expenses incurred with the geological event in Alagoas.

On

F-89  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

31 2016,Financial results

Transactions in foreign currencies are translated into the Braskem’srespective functional currency of the Company’s subsidiaries at the exchange rates in effect on the transaction dates.

Monetary assets and liabilities denominated and measured in foreign currency on the reporting date are re-translated into the functional currency at the exchange rate on said date. Non-monetary assets and liabilities measured at fair value in foreign currency are re-translated into the functional currency at the exchange rate on the date on which the fair value was determined. Non-monetary items that are measured based on the historical cost in foreign currencies are translated at the exchange rate on the date of the transaction. The differences in foreign currencies resulting from conversion are recognized in financial income or loss, unless the liability involves a cash flow hedge accounting relationship.

Schedule of financial income or loss      
    2023 2022 2021
Financial income       
 Interest income  1,469 1,050  440
 Inflation indexation income on tax assets  51  16  1,042
 Other   158  308  99
    1,678 1,374  1,581
         
Financial expenses       
 Interest expenses  (3,780) (3,125) (2,923)
 Inflation indexation expenses on tax liabilities (107) (266) (94)
 Discounts granted  (14) (129) (76)
 Loans transaction costs - amortization (189) (261) (691)
 Adjustment to present value - appropriation (616) (581) (179)
 Interest expense on leases (281) (203) (174)
 Other  (602) (501) (766)
    (5,589) (5,066) (4,903)
         
Derivatives and exchange rate variations, net      
 On financial assets   (751)  (522)  230
 On financial liabilities 1,351  (50)  (4,233)
 Gain on derivatives  83  636  246
 Losses on derivatives  (172)  (597)  (1,004)
     511  (533)  (4,760)
         
Total  (3,400) (4,225)  (8,082)

The effects from exchange variation on the Company’s transactions are mainly due to the variations in the following currencies:

Schedule of effects from exchange variation               
 End of year rate Average rate
               Variation
 2023 2022 Variation 2023 2022 2021 2023/2022 2022/2021
U.S. dollar - Brazilian real4.8413 5.2177 -7.21% 4.9953 5.1655 5.3956 -3.29% -4.26%
Euro - Brazilian real5.3516 5.5694 -3.91% 5.4023 5.4420 6.3784 -0.73% -14.68%
Mexican peso - Brazilian real0.2856 0.2667 7.09% 0.2816 0.2569 0.2660 9.61% -3.44%
U.S. dollar - Mexican peso16.9596 19.5720 -13.35% 17.7913 20.1249 20.2900 -11.60% -0.81%
U.S. dollar - Euro0.9046 0.9416 -3.93% 0.9246 0.9510 0.8458 -2.77% 12.44%

F-90  

Braskem S.A.

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

32 Segment information

The Company’s organizational structure is formed by the following segments:

Basic petrochemicals: comprises the activities related to- Brazil: includes: (i) the production and sale of ethylene, propylene butadiene, toluene, xylene, cumenechemicals at the Camaçari Petrochemical Complex in Bahia, the Triunfo Petrochemical Complex in Rio Grande do Sul, the Capuava Petrochemical Complex in the state of São Paulo, and benzene, as well as gasoline, diesel and LPG (Liquefied Petroleum Gas), and other petroleum derivatives andthe Duque de Caxias Petrochemical Complex in the state of Rio de Janeiro; (ii) the supply of electric energy, steam, compressed airelectricity and other inputs produced in these complexes to second-generation producers located in the Camaçari, Triunfo, São Paulopetrochemical complexes; (iii) the production and Rio de Janeiro petrochemical complexes.

Polyolefins: comprises the activities related tosale of PE, including the production of green PE made from renewable resources, and PP in Brazil.

Vinyls: comprises the activities related toof PP; and (iv) the production and sale of PVC and caustic soda and chloride in Brazil.
soda.

- United States and Europe: operations related to PP production and sale in the United States and Europe, through the subsidiaries Braskem America and Braskem Alemanha, respectively.

- Mexico: comprises the activities relationrelated to the PE production of PEand sale in Mexico, through the subsidiary Braskem Idesa.

Braskem S.A.

Management notes to- Other segments: substantially comprises the financial statementsactivities of Cetrel.

at December 31, 2016(a) Presentation, measurement and reconciliation of segment results

All amounts in thousands, except as otherwise stated

(a)Presentation, measurement and conciliation of results

Information by segment is generated in accounting records, which are reflected in the consolidated financial statements.

The eliminations stated in the operating segment information, when compared with the consolidated balances, are represented by transfers of inputs between segments that are measured as arm’s length sales.

The operating segments are stated based on the results of operations, which doesoperations.

The eliminations and reclassifications line are mainly represented by purchases and sales between the Company’s reportable segments.

Corporate Unit comprises items not include financial results,allocated directly to the reportable segments and current and deferred income tax and social contribution expenses.

Braskem S.A.

Management notesare disclosed to reconcile the segments to the financial statementsinformation.

at December 31, 2016

All amounts in thousands, except as otherwise stated

F-91  

Braskem S.A.

 

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(b) Results by segment

Schedule of results by segment              
   2023
         Operating expenses  
   Net Cost of   Selling, general Results from Other operating Profit (loss) 
   sales products Gross and distribuition equity income before net financial 
   revenue sold profit expenses investments (expenses), net expenses and taxes
Reporting segments              
 Brazil 49,512  (48,159)  1,353  (1,781)    (1,443)  (1,871)
 USA and Europe 17,507  (16,127)  1,380  (802)     309  887
 Mexico 4,449 (4,366) 83  (615)     195  (337)
Total  71,468  (68,652)  2,816  (3,198)     (939)  (1,321)
                
 Other  782  (501) 281  137 7 8  433
 Corporate unit         (2,033)     458  (1,575)
                
Braskem consolidated before
 eliminations and reclassifications
 72,250  (69,153)  3,097  (5,094) 7  (473)  (2,463)
                   
 Eliminations and reclassifications (1,681) 1,605 (76)  240     (493)  (329)
                   
Total 70,569  (67,548)  3,021  (4,854) 7  (966)  (2,792)
                
                
   2022
         Operating expenses  
   Net Cost of   Selling, general Results from Other operating Profit (loss) 
   sales products Gross and distribuition equity income before net financial 
   revenue sold profit expenses investments (expenses), net expenses and taxes
Reporting segments              
 Brazil 69,080  (63,196)  5,884  (1,853)    (1,889)  2,142
 USA and Europe 23,421  (19,986)  3,435  (838)    57  2,653
 Mexico 5,834 (5,070) 764  (452)    (33)  280
Total  98,335  (88,252)  10,083  (3,143)    (1,865)  5,075
                
 Other  403  (262) 140  83 35 5  263
 Corporate unit         (2,197)    19  (2,177)
                
Braskem consolidated before
 eliminations and reclassifications
 98,738  (88,514)  10,223  (5,257) 35 (1,841)  3,161
                   
 Eliminations and reclassifications (2,219) 3,353  1,135  (27)    4  1,111
                
Total 96,519  (85,161)  11,358  (5,284) 35 (1,837)  4,272
                
                
   2021
         Operating expenses  
   Net Cost of   Selling, general Results from Other operating Profit (loss) 
   sales products Gross and distribuition equity income before net financial 
   revenue sold profit expenses investments (expenses), net expenses and taxes
Reporting segments              
 Brazil 69,495  (49,310)  20,185  (1,608)    (2,211)  16,367
 USA and Europe 32,404  (23,343)  9,060  (901)    (26)  8,134
 Mexico 6,506 (3,414)  3,093  (472)    (15)  2,606
Total   108,405  (76,066)  32,338  (2,981)    (2,251)  27,106
                
 Other  364  (233) 131  77 5 (29)  183
 Corporate unit         (1,963)    1,162  (802)
                
Braskem consolidated before
 eliminations and reclassifications
  108,769  (76,299)  32,469  (4,867) 5 (1,119)  26,488
                   
 Eliminations and reclassifications (3,143) 2,731 (412)  (16)    (16)  (444)
                   
Total  105,625  (73,568)  32,057  (4,883) 5 (1,135)  26,044

(b)Results by segment
F-92  

Braskem S.A.

      2016 
               Operating expenses    
      Net  Cost of     Selling, general  Results from  Other operating    
      sales  products  Gross  and distribuition  equity  income  Operating 
      revenue  sold  profit  expenses  investments  (expenses), net  profit (loss) 

Reporting segments

         

Basic petrochemicals

    25,062,602   (20,266,108  4,796,494   (698,392   (373,677  3,724,425 

Polyolefins

    20,307,367   (16,041,103  4,266,264   (1,303,798   (119,796  2,842,670 

Vinyls

    3,016,390   (2,833,779  182,611   (240,690   (49,365  (107,444

USA and Europe

    8,896,071   (6,080,722  2,815,349   (559,541   (9,268  2,246,540 

Mexico

   (i  1,586,927   (1,017,077  569,850   (246,125   (125,443  198,282 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    58,869,357   (46,238,789  12,630,568   (3,048,546   (677,549  8,904,473 

Other segments

    12,202   (14,760  (2,558  (1,876   (20,864  (25,298

Corporate unit

       (108,221  30,078   (3,053,750  (3,131,893
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem consolidated before eliminations and reclassifications

    58,881,559   (46,253,549  12,628,010   (3,158,643  30,078   (3,752,163  5,747,282 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Eliminations and reclassifications

    (11,217,571  11,312,930   95,359   108,606     203,965 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    47,663,988   (34,940,619  12,723,369   (3,050,037  30,078   (3,752,163  5,951,247 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      Restated 
      2015 
               Operating expenses    
      Net  Cost of     Selling, general  Results from  Other operating    
      sales  products  Gross  and distribuition  equity  income  Operating 
      revenue  sold  profit  expenses  investments  (expenses), net  profit (loss) 

Reporting segments

         

Basic petrochemicals

    24,269,768   (20,053,106  4,216,662   (658,945   (178,113  3,379,604 

Polyolefins

    19,986,174   (15,461,151  4,525,023   (1,224,627   (130,722  3,169,674 

Vinyls

    2,780,075   (2,415,855  364,220   (224,857   (27,005  112,358 

USA and Europe

    8,239,913   (6,908,574  1,331,339   (445,850   (13,449  872,040 

Mexico

   (i  472,002   (486,832  (14,830  (88,249   3,817   (99,262
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    55,747,932   (45,325,518  10,422,414   (2,642,528   (345,472  7,434,414 

Other segments

    159,510   (150,213  9,297   (6,467   (73,879  (71,049

Corporate unit

       (8,987  2,219   (244,572  (251,340
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem consolidated before eliminations and reclassifications

    55,907,442   (45,475,731  10,431,711   (2,657,982  2,219   (663,923  7,112,025 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Eliminations and reclassifications

    (9,027,453  8,747,708   (279,745  124,721    (67,281  (222,305
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    46,879,989   (36,728,023  10,151,966   (2,533,261  2,219   (731,204  6,889,720 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 
      Restated 
      2014 
               Operating expenses    
      Net  Cost of     Selling, general  Results from  Other operating    
      sales  products  Gross  and distribuition  equity  income  Operating 
      revenue  sold  profit  expenses  investments  (expenses), net  profit (loss) 

Reporting segments

         

Basic petrochemicals

    25,576,275   (23,252,820  2,323,455   (692,662   
190,292
 
(ii) 
  1,821,085 

Polyolefins

    18,502,238   (15,599,615  2,902,623   (965,737   (53,226  1,883,660 

Vinyls

    2,709,491   (2,551,464  158,027   (205,343   57,268   9,952 

USA and Europe

    7,934,281   (7,481,292  452,989   (294,923   (82,515  75,551 

México

   (i  273,264   (262,639  10,625   (58,684   4,177   (43,882
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    54,995,549   (49,147,830  5,847,719   (2,217,349   115,996   3,746,366 

Other segments

    129,391   (21,630  107,761   (111,292   (8,312  (11,843

Corporate unit

       (110,460  3,929   (96,594  (203,125
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Braskem consolidated before eliminations and reclassifications

    55,124,940   (49,169,460  5,955,480   (2,439,101  3,929   11,090   3,531,398 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Eliminations and reclassifications

    (9,989,043  9,817,751   (171,292  78,050    31,683   (61,559
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

Total

    45,135,897   (39,351,709  5,784,188   (2,361,051  3,929   42,773   3,469,839 
   

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

  

 

 

 

 

Notes to the consolidated financial statements

at December 31, 2023

All amounts in millions of Reais, except as otherwise stated

(c) Assets by segment

Schedule of assets by segment          
           2023
   Investments Property, plant and equipment Intangible assets Right of use of assets Other receivables (i)
Reporting segments          
 Brazil  108  17,279 2,658  2,175 1,651
 USA and Europe  57  6,359  131  1,234  141
 Mexico    14,357  304  409  297
 Unallocated amounts    410 15  2  60
Total   165  38,405 3,108  3,820 2,149
            
            
   2022
   Investments Property, plant and equipment Intangible assets Right of use of assets Other receivables (i)
Reporting segments          
 Brazil  86  16,868 2,561  2,225 1,755
 USA and Europe  63  7,114  159  1,324  118
 Mexico    13,443  292  403  290
 Unallocated amounts    338 10  1  111
Total   149  37,763 3,022  3,953 2,274
(i)WithRefers to the operational startupnon-current items of recoverable taxes, income taxes, judicial deposits and other assets.

33 Contractual obligations

The Company has long-term commitments for the purchase of energy and circular feedstock. As of December 31, 2023, these commitments amounted to R$ 8,616 (2022: R$ 8,287) and are expected to be settled by 2044.

34 Subsequent events

a)As disclosed in Note 24.1 (viii), on February 7, 2024, the Agreement between Braskem, Idesa, the Company beganFederation of Fishermen of the State of Alagoas, the National Confederation of Fishermen and Aquaculturists, and the Federal Public Defender’s Office was approved for the payment of indemnification to report asfishermen and shellfish collectors temporary affected by restricted traffic of January 1, 2016,vessels in Mundaú Lagoon, in the “Mexico” segment, which includes activities relatedperimeter determined by the Port Authority of Alagoas, for safety reasons. The agreement envisages the payment by Braskem the equivalent of three minimum wages to PE productionup to 1,870 professionals who are registered in the Ministry of Fishing and saleAgriculture and can provide evidence of that subsidiary. Fortheir work in the years 2015 and 2014, previously presented under “Other segments”, are presentedregion. The amount has been included in this new segment.the provision for the year ended December 31, 2023. The approval led to dismissal of said ACP with substantive examination.
(ii)b)Includes gain from saleIn March 2024, as disclosed in Note 24.1 (iv), Alagoas State Public Defender’s Office filed a Public-interest civil action against the Company, seeking, among other claims, to challenge clause 69 of DAT (Nota 1(a.i).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

(c)Long-lived assets by segment

       2016   2015   1/1/2015 
           Restated   Restated 

Reporting segments

        

Basic petrochemicals

     11,417,669    11,749,880    11,949,937 

Polyolefins

     5,162,075    5,379,646    5,614,133 

Vinyls

     2,621,376    2,763,299    2,871,964 

USA and Europe

     2,015,492    2,269,257    1,584,055 

Mexico

   (i   10,607,951    14,497,705    9,260,814 
    

 

 

   

 

 

   

 

 

 

Total

     31,824,563    36,659,787    31,280,903 

Other segments

     321,234    328,106    625,783 
    

 

 

   

 

 

   

 

 

 

Total

     32,145,797    36,987,893    31,906,686 
    

 

 

   

 

 

   

 

 

 

(i)This variation is duethe Agreement for Socio-environmental Reparation (payment of R$ 150 for collective moral damages) alleging that there were facts after the date of the agreement that would give rise to additional damages. DPE attributes to the strong devaluation of the Mexican peso against the Real (29.7% decrease in 2016).

34Insurance coverage

Braskem, aligned with the policy approved by the Board of Directors, maintains a comprehensive Insurance Program. The risk assessment practices and procedures of the policy are applied consistently across the Company.

In October 2015, the Operating Risks insurance policies were renewed for the units in Brazil, the United States and Germany for 18 months. The subsidiary Braskem migrated its program from Engineering Risks to Operating Risks policy in 2016.

The Operating Risks insurance policies of Braskem have maximum indemnity limits per event to cover possible claims in view of the nature of the Company’s activities and benchmarks, as well estimated maximum loss studies prepared by external advisors.

The information on the policies in effect is presented below:

       Maximum indemnity limit   Amount insured 
   Maturity   US$ million   US$ million 

Units in Brazil

   April 8, 2017    2,000    21,223 

Units in United States and Germany

   April 8, 2017    250    1,868 

Units in Mexico

   April 8, 2017    3,153    5,947 
      

 

 

 

Total

       29,038 
      

 

 

 

Additionally, the Company contracted civil liability, transportation, export credit, sundry risk and vehicle insurance. The risk assumptions adopted are not part of the audit scope and, therefore, were not subject to review by our independent accountants.

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

35Information related to guaranteed securities issued by subsidiaries

Braskem S.A. has fully and unconditionally guaranteed the debit securities issued by Braskem Finance, Braskem America Finance and Braskem Holanda100-percent-owned subsidiaries of Braskem. There are no significant restrictions on the ability of Braskem to obtain funds from these subsidiaries.

36Subsequent events

(a)In January 2017, Braskem’s new line to produce ultra-high molecular weight polyethylene (UHMWPE), known commercially as UTEC®, started operations. Located in La Porte, Texas, the plant will complement the production capacity of the existing UTEC line in Brazil at the petrochemical complex in Camaçari, Bahia.

(b)On January 27, 2017, the Board of Directors of the Company authorized the execution of a purchase agreement with Odebrecht Utilities S.A., through which Braskem undertook to purchase all shares held by the seller in Cetrel S.A., which represent 63.7% of its voting capital, for the aggregate amount of R$610 million, to be paid upon the consummation of the transaction. The consummation of the acquisition is subject to a vote by the Shareholders’ Meeting of Braskem, in accordance with Article 256 of Brazilian Corporation Law, and to the conditions precedent typical to transactions of this kind.

The Shareholders’ Meeting to deliberate the approval of this transaction was convened for September 29, 2017.

Cetrel is an environmental services company that launched its operations in 1978, together with the other companies that set up operations in the Camaçari Petrochemical Complex. With over 100 clients, or around 70% of the Camaçari Complex, Cetrel is responsible for treating and disposing of industrial wastewater and solid waste, environmental monitoring and supplying water for industrial use to Braskem’s plants in Camaçari.

Cetrel will play an important role in managing the environmental processes of the Camaçari Petrochemical Complex, and its acquisition will ensure the security and reliability of the complex’s industrial operations, in line with Braskem’s strategy to strengthen its petrochemical activities.

(c)On April 03, 2017, the sale of subsidiary Quantiq to GTM do Brasil Comércio de Produtos Químicos Ltda (“GTM”) was completed. As a result of the sale, on that same date, Braskem receivedlawsuit the amount of R$450 million,150, and based on such allegation, it requests, as a preliminary measure: (i) the remaining balancesuspension of R$100 million, willclause 58, second paragraph, of the Agreement for Socio-environmental Reparation, in order to rule out the possibility of reversion of the area to the benefit of Braskem; and (ii) the imposition of inalienability to the PCF area until the final and unappealable decision on the merits of the claim, considering the need for the assets acquired by the Financial Compensation Program not to be subject to any disposal, nor subject to seizure.
c)On February 7, 2024, the Attorney General of the State of São Paulo (“PGE”) published the Resolution 6/24 regulating the “Paulista Agreement”, program created with the enacted of Law 17,843 which allows the regularization of ICMS debts with discounts on interest, fines and attorney fees. On March 17, 2024, PGE accepted the Company's request to include two legal proceedings in this program, reducing the amount to be paid by GTMfrom R$ 346 to R$ 66 and authorizing its payment in up120 monthly installments, from April 2024 to 12 months,March 2034. On December 31, 2023, the related provisions with respect to these claims was R$ 346.
d)In March 2024, the Company met the criteria to classify its investment in the subsidiary Cetrel as a non-current asset held for sale. Cetrel provides environmental solutions in water, effluents and may undergo customary adjustmentsreuse, incineration of this kindhazardous industrial waste, management and remediation of operation.contaminated areas, environmental monitoring, and environmental data management. Management is evaluating to sell part of its shares in Cetrel, aiming to enhance its potential growth as long the operational safety conditions of the Petrochemical Complex in Camaçari - Bahia are maintained. The carrying amount of Cetrel in December 2023 is R$383.

 

(d)On June 21, 2017, the Board of Directors approved the construction of a new polypropylene production facility in the city of La Porte, Texas, in the United States. The approximate amount investment is up to US$675 million to produce of 450 thousand tons per year. Completion of this project is planned for 2020.
F-93  

(e)In June, 2017, the Company was in default of contractual obligations borrowings contracted (covenants) from financial institutions and the capital markets related to the presentation of audited financial statements. That restrictive clause requires the presentation of its audited financial statements within the legal deadline (or within 120 days from the end of the fiscal year).

For this reason, as from June 30, 2017, the amount of R$40,481 was reclassified fromnon-current liabilities to current liabilities, in compliance with accounting standard IAS 1 (Presentation of Financial Statements).

Braskem S.A.

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

According to the standards mentioned above, such reclassification is required when a contractual breach entitles creditors to request the immediate repayment of the obligations in the short-term. In this context, note that none of the Company’s creditors requested such advance payment of the obligations and that Braskem has been settling these obligations in accordance with their original maturity schedule.

Additionally, noncompliance with said clauses will be automatically complied with once the audited financial statements are presented, as of when said creditors will no longer be entitled to request the immediate repayment, reversing the amount of R$40,481 from current liabilities tonon-current liabilities.

(f)On September 14, 2017, the Company and the Lead Plaintiff inIn re Braskem Securities Litigation (U.S. District Court for the Southern District of New York) (the “Class Action” – Note 23.3(h)) have signed a proposed settlement agreement (“Proposed Settlement”) and submitted it to the mentioned Court for preliminary approval.

Under the terms of the Proposed Settlement, Braskem would pay US$10 million to resolve all claims of a settlement class consisting of purchasers of Braskem American Depositary Receipts (“ADRs”) traded on the New York Stock Exchange during the period of July 15, 2010 through March 11, 2015, that arise out of or relates to the subject matter of the Class Action, with the exception of any such claims belonging to purchasers who requests to opt out of the settlement class.

In accordance with IAS 37 (Provisions, Contingent Liabilities and Contingent Assets), the Company will record a provision in the amount of US$10 million, equivalent to approximately R$31 million, based on the fixed exchange rate of R$3.13 to US$1.00. The amount is deemed not material by management for the annual 2016 period and will be recognized in the statement of operations in the item “Other income (expenses), net” in the third quarter of 2017.

Braskem has made no admission of any wrongdoing or liability as part of the Proposed Settlement, and entered into the Proposed Settlement solely to avoid the risk, uncertainty, and expense of further litigation. The Proposed Settlement is subject to a number of conditions including Court approval.

F-111