OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of June, 2020
(Commission File No. 1-14862 )
Camacari, Bahia - CEP 42810-000 Brazil
Form 20-F ___X___ Form 40-F ______
in paper as permitted by Regulation S-T Rule 101(b)(1). _____
in paper as permitted by Regulation S-T Rule 101(b)(7). _____
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
1. DATE, TIME AND PLACE: On May 29, 2020, at 3:00 pm, in an exclusively digital form, pursuant to article 4, paragraph 2, item I, and article 21-C, paragraphs 2 and 3 of the Comissão de Valores Mobiliários(“CVM”) Normative Rule no. 481, of December 17, 2009 (“CVM Rule 481”), as amended by CVM Rule no. 622, of April 17, 2020. According to article 4, paragraph 3 of CVM Rule 481, this Annual General Meeting ofBRASKEM S.A.(“Meeting” and “Company,” respectively) was considered to be held at the Company's headquarters, located at Rua Eteno, nº 1.561, Camaçari, Polo Petroquimico, in the City of Camaçari, State of Bahia, Zip Code 42810-000, Brazil.
2. CALL NOTICE: Call Notice published pursuant to article 124 of Law No. 6,404 of December 15, 1976 (“Corporation Law”), in the “Diário Oficial da Bahia” and in the newspaper “O Correio da Bahia” newspapers, in their respective editions of April 29 and 30, and May 1, 2020.
3. PUBLICATIONS: The Management Report on the corporate business affairs and the main administrative facts of the fiscal year ended on December 31, 2019, the Financial Statements accompanied by their respective Explanatory Notes, the Report and Opinion of KPMG Auditores Independentes, the Company's independent auditor, all related to the fiscal year ended on December 31, 2019, dated April 3, 2020, as well as the Fiscal Council’s Opinion, dated April 3, 2020, were published in the “Diário Oficial do Estado da Bahia” and in the “O Correio da Bahia” newspaper in the April 14, 2020 editions. The documents mentioned above were made available to the shareholders at the Company’s headquarter and were made available on the electronic sites of CVM and the Company more than one (1) month in advance of this date, according to the Corporation Law’ and CVM’s applicable provisions. The other documents and information relating to the Agenda, according to CVM Rule 481 and CVM Normative Rule nº 480, of December 7, 2009 (“CVM Rule 480”), were disclosed to the Company’s shareholders through CVM´s system Empresas.Net on April 28, 2020, which are available at the Company’s head office.
4. ATTENDANCE: The meeting was attended by shareholders representing ninety-eight point seventy-four percent (98.74%) of the voting stock of the Company; seventy-four point ninety-nine percent (74.99%) of the “Class A” preferred shares issued by the Company and zero point seventy-eight percent (0.78%) of the “Class B” preferred shares issued by the Company, as verified from the information contained in the analytical maps made by the bookkeepingagent and by the Company itself, as provided under article 21-W, items I and II of CVM Rule 481, and from the records of the electronic system of remote participation made available by the Company, under the terms of article 21-V, item III of CVM Rule 481. Mr. Anselmo Macedo, as representative of KPMG Auditores Independentes, the Company’s independent auditor, Mr. Carlos Alberto Rechelo Neto, as Chairman of the Company’s Fiscal Council, and Mr. Pedro van Langendonck Teixeira de Freitas, as representative of the Company's management board, were also present at the Meeting, all of whom were available to provide clarifications about the subjects contained in the Agenda.
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
5. COMPOSITION OF THE PRESIDING BOARD: Once the legal quorum was verified, the Meeting started, with Ms. Paula Cristina Penteado Magalhães Azevedo acting as chairwoman of the meeting and Ms. Clarisse Mello Machado Schlieckmann as secretary of the meeting, who were chosen as established in article 16, paragraph 3, of the Company’s Bylaws.
6. FISCAL COUNCIL’S REPORT: The Company’s Fiscal Council, on April 3, 2020, considering in its analysis the unqualified report of KPMG Auditores Independentes, issued a favorable opinion to the proposal presented by the Management for approval, by the Annual General Meeting, of the proposal for the allocation of the results of the fiscal year ended on December 31, 2019, as stated in the statement of shareholders’ equity, contained in the Financial Statements for the fiscal year ended on December 31, 2019, and that the balance of the Company’s profit reserves is partially used to cover the entire amount of the loss for the year.
7. AGENDA:(i) Review, discuss and vote on the Management Report and respective Managers’ Accounts and Financial Statements of the Company, containing Explanatory Notes for the fiscal year ended on December 31, 2019, accompanied by the Independent Auditors’ Report and Opinion and the Fiscal Council’s Report;(ii) Review, discuss and vote the Management’s Proposal to allocate the results of the fiscal year ended on December 31, 2019, using a portion of the profit reserve to cover the loss ascertained in the fiscal year;(iii) Resolve on the election of effective and alternate members of the Company’s Board of Directors;(iv) Resolve on the election of the Chairman and Vice Chairman of the Company’s Board of Directors;(v) Resolve on the election of effective and respective alternate members of the Company’s Fiscal Council; and(vi) Resolve on the annual and global compensation of the managers andmembers of the Company’s Fiscal Council for the fiscal year ending on December 31, 2020;
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BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
8. PRELIMINARY PROCEDURES: Before initiating the meeting, the Chairwoman of the meeting provided clarifications on the operation of the remote participation electronic system made available by the Company and also on the form of communicating and voting by the shareholders who remotely participate at the Meeting, and she also informed that:(i) the meeting would be recorded, and the recording will be filed at the Company's headquarters, under the terms of article 21-E, sole paragraph, of CVM Rule 481;(ii) the new documents eventually presented during the Meeting, which had not yet been made publicly available by the Company, could be viewed simultaneously by all remote participants; and(iii) the electronic system for remote participation in the meeting allowed shareholders to hear the statements of all other shareholders and address the members of the presiding Board and other participants in the Meeting, thus allowing communication between shareholders. The Chairwoman also asked if the shareholders who were participating through the electronic system that had submitted a vote by sending a Remote Voting Ballot (“Ballot”) and wished to change their vote at this Meeting, so that the votes received through the Ballot were disregarded, as provided for in article 21-C, paragraph 2, item II of CVM Rule 481.
9. RESOLUTIONS: The reading of the consolidated synthetic voting map of the votes casted by means of Ballots was unanimously dismissed by the shareholders, according to article 21-W, paragraph 4 of CVM Rule 481, since this document was released to the market by the Company on May 28, 2020. In addition, by proposal of the Chairwoman of the meeting, the reading of the documents related to the matters to be resolved at this Meeting was unanimously waived by all the shareholders, since they were previously made available and are fully known by shareholders. The shareholders also unanimously authorized the publication of the minute of this Meeting without the signatures of the shareholders, pursuant to article 130, paragraph 2, of the Corporation Law. The matters on the agenda were submitted for discussion and voting, and the following resolutions were passed:
9.1. FINANCIAL STATEMENTS AND MANAGEMENT REPORT:Approve, by unanimous voting of shareholders holding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barred, according to the voting map presented inExhibit I of these minute, which, for all purposes, shall be considered as an integral part of thisminute, the Management Report and respective Managers’ Accounts, the Financial Statements of the Company, containing the Explanatory Notes, duly accompanied with the Report and Opinion issued by the independent auditors of the Company, KPMG Auditores Independentes, and the Report issued by the Fiscal Council, all related to the fiscal year ended on December 31, 2019.
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BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.2. ALLOCATION OF THE RESULTS OF THE FISCAL YEAR ENDED ON DECEMBER 31, 2019:
9.2.1. Record the assessment of losses in the fiscal year ended on December 31, 2019, in the amount of two billion, seven hundred and ninety-seven million, five hundred and seventy thousand, four hundred and thirty-seven reais and ninety and one cents (BRL 2,797,570,437.91), contained in the Financial Statements for the fiscal year ended on December 31, 2019; and
9.2.2. Approve, by unanimous voting votes of shareholders holding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barred, according to the voting map presented inExhibit I of this minute, which, for all purposes, shall be considered as an integral part of this minute, that the amount of two billion, seven hundred and ninety-seven million, five hundred and seventy thousand, four hundred and thirty-seven reais and ninety and one cents (BRL 2,797,570,437.91) corresponding to the amount of the loss determined in the year, after considering the effects of the amounts of loss entered directly to the Accumulated Profits (Losses) item, as contained in the Statement of Net Equity of the Financial Statements for the fiscal year ended on December 31, 2019, be fully absorbed by the Company’s Profit Reserves, with the balance of the Company’s Profit Reserves going from four billion, six hundred and seventy-three million, two hundred and twenty thousand, nine hundred and thirty-one reais and ten cents (BRL 4,673,220,931.10), on December 31, 2019, to one billion, nine hundred and five million, two hundred and fifty-five thousand, three hundred and sixty-four reais and ninety-six cents (BRL 1,905,255,364.96).
9.3. ELECTION OF EFFECTIVE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS AND ALTERNATES:
9.3.1. The Presiding Board clarified that there were separate election requests, as provided for in article 141, paragraph 4, items I and II and paragraph 5 of the Corporation Law, by shareholders who attended the meeting as well asvia Remote Voting Ballots. The requests became redundant because they do not make up the minimum percentage of interest required in any of the cases provided for in article 141, paragraph 4, items I and II and Paragraph 5 of the Corporation Law, required for the establishment of separate voting. As the minimum percentage for such election has not been reached, the Presiding Board, after considering the documentation received from the shareholders who sent it, dispensed itself to verify the necessary evidence to exercise such right.
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BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.3.2. Then, in a majority election, wasapproved by unanimous voting of the shareholders holding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barred, according to the voting map presented inExhibit I to this minutes, which, for all purposes, shall be considered as an integral part of this minute, the election or reelection, as the case may be, of the following effective and alternate members of the Company’s Board of Directors, as per the slate composed by the shareholders Odebrecht S.A. and OSP Investimentos S.A. (together, referred to as “Odebrecht”) and by Petróleo Brasileiro S.A. - Petrobras (“Petrobras”), for an unified term of two (2) years, starting on this date and ending at the Annual General Meeting to resolve on the Company’s financial statements for the fiscal year to end on December 31, 2021, as provided for in articles 18 and 20 of the Company’s Bylaws:
As effective members:
9.3.2.1.Mr. JOSÉ MAURO METTRAU CARNEIRO DA CUNHA, Brazilian citizen, married under universal property ruling, engineer, bearer of Identity Card (RG) nº. 02549734-8 IFP/RJ, enrolled with the CPF/ME undernº. 299.637.297-20, resident and domiciled in the City and State of Rio de Janeiro, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.2.Mr.JOÃO COX NETO, Brazilian citizen, married under partial property ruling, economist, bearer of Identity Card (RG) nº. 3944885 SSP/BA, enrolled with the CPF/ME under nº. 239.577.781-15, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.3.2.3.Mr. LAURO MARCOS MUNIZ BARRETTO COTTA, Brazilian citizen, married under partial property ruling, civil engineer, bearer of Professional Card nº.200025090-4, issued by the Regional Council of Engineering and Agronomy (CREA), enrolled with the CPF/ME under nº. 495.608.167-72, resident and domiciled in the City and State of Rio de Janeiro, with his business address located at Avenida República do Chile, No. 65, 23rd floor, Centro, Zip Code 20031-912, in the City of Rio de Janeiro, State of Rio de Janeiro;
9.3.2.4.Ms. ANDREA DA MOTTA CHAMMA, Brazilian citizen, single, manager, bearer of Identity Card (RG) nº. 9473452-5 SSP/SP, enrolled with the CPF/ME under nº. 125.668.818-55, resident and domiciled in the City and State of São Paulo, with her business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.5.Mr. GESNER JOSÉ DE OLIVEIRA FILHO, Brazilian citizen, married under partial property ruling, economist, bearer of Identity Card (RG) nº 6968227 SSP/SP, enrolled with the CPF/ME under nº. 013.784.028-47, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.6.Mr. JOÃO PINHEIRO NOGUEIRA BATISTA, Brazilian citizen, married under property separation, economist, bearer of Identity Card (RG) nº. 36.605.155-6 SSP/SP, enrolled with the CPF/ME under nº. 546.600.417-00, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.7.Mr. JULIO SOARES DE MOURA NETO, Brazilian citizen, married under universal property ruling, a Brazilian Navy Officer (inactive), bearer of Military Identity Card nº. 180.528 AR, issued by the Brazilian Navy, enrolled with the CPF/ME under nº. 033.409.377-53, resident and domiciled in the City and State of Rio de Janeiro, with his business address located at RuaLemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.3.2.8.Mr. ROBERTO LOPES PONTES SIMÕES, Brazilian citizen, married under partial property ruling, engineer, bearer of Identity Card (RG) nº. 839.142 SSP/BA, enrolled with the CPF/ME under nº. 141.330.245-91, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.9.Mr. PEDRO OLIVA MARCILIO DE SOUSA, Brazilian citizen, single, lawyer, bearer of Identity Card (RG) nº. 4.468.328-63 SSP/BA and enrolled with the CPF/ME under nº. 726.224.745-04, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo;
9.3.2.10. Mr. ROBERTO FALDINI, Brazilian citizen, married under property separation, business manager, bearer of Identity Card (RG) nº. 3.182.138-8 SSP/SP, enrolled with the CPF/ME under nº. 070.206.438-68, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, No. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo; and
9.3.2.11. Mr. ROGÉRIO BAUTISTA DA NOVA MOREIRA, Brazilian citizen, married under partial property ruling, lawyer, bearer of Identity Card (RG) No. 59064834-2 SSP/SP, enrolled with the CPF/ME under No. 889.539.205-15, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº .120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo.
As alternate members:
9.3.2.12. Mr. ANDRÉ AMARO DA SILVEIRA, Brazilian citizen, married under partial property ruling, civil engineer, bearer of Identity Card (RG)nº. M1238071 SSP/MG, enrolled with the CPF/ME under nº. 520.609.346-72, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22ndfloor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo, as an alternate member for Mr. José Mauro Mettrau Carneiro da Cunha;
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.3.2.13. Mr. DANIEL PEREIRA DE ALBUQUERQUE ENNES, Brazilian citizen, single, economist and lawyer, bearer of Identity Card (RG) nº. 273426400 SSP/SP, enrolled with the CPF/ME under nº. 086.809.277‐08, resident and domiciled in the City and State of Rio de Janeiro, with his business address located at Avenida República do Chile, nº. 65, Centro, Zip Code 20031-912, in the City of Rio de Janeiro, State of Rio de Janeiro, as an alternate member for Mr. João Cox Neto;
9.3.2.14. Ms. MARIA ISABEL DE FARIA PEREZ, Brazilian citizen, married under property separation, lawyer, bearer of Identity Card (RG)nº. 011.737.334-0 DETRAN/RJ, enrolled with the CPF/ME under nº. 095.598.217-09, resident and domiciled in the City and State of Rio de Janeiro, with her business address located at Avenida Henrique Valadares, nº 28, Tower A, 13th floor, Zip Code 20231-030, in the City of Rio de Janeiro, State of Rio de Janeiro, as an alternate member for Ms. Andrea da Motta Chamma;
9.3.2.15. Mr. MARCELO ROSSINI DE OLIVEIRA, Brazilian citizen, married under partial property ruling, economist, bearer of Identity Card (RG) nº. 07072167-02 SSP/BA, enrolled with the CPF/ME under nº. 786.634.075-72, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd Floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo, as an alternate member for Mr. Gesner José de Oliveira Filho;
9.3.2.16. Mr. MARCELO MANCINI STELLA, Brazilian citizen, married under partial property ruling, production engineer, bearer of Identity Card (RG) nº. 5.004.025-X SSP/SP, enrolled with the CPF/ME under nº. 110.902.258-14, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the city of São Paulo, State of São Paulo, as an alternate member for Mr. João Pinheiro Nogueira Batista;
9.3.2.17. Mr. JOSÉ MARCELO LIMA PONTES, Brazilian citizen, married under partial property ruling, journalist, bearer of Identity Card (RG)nº. 03.341.280-0 DETRAN/RJ, enrolled with the CPF/ME under nº. 016.121.743-53, resident and domiciled in the City and State of São Paulo, with his business address located at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo, as an alternate member for Mr. Roberto Lopes Pontes Simões;
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.3.2.18. Mr. GUILHERME DUARTE ABUD, Brazilian citizen, married under partial property ruling, lawyer, bearer of identity card (RG) nº. 30063771-8 SSP/SP, enrolled with the CPF/ME under nº 312.584.388-01, resident and domiciled in the City and State of São Paulo, with business address at Rua Lemos Monteiro, nº. 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo, as an alternate member of Mr. Pedro Oliva Marcilio de Sousa; and
9.3.2.19. Mr. GUILHERME SIMÕES DE ABREU, Brazilian citizen, divorced, business administrator, bearer of identity card (RG) nº. 59.766.020-7 SSP/SP, enrolled with the CPF/ME under nº 065.800.095-00, resident and domiciled in the City and State of São Paulo, with business address at Rua Lemos Monteiro, nº 120, 22nd floor, Butantã, Zip Code 05501-050, in the City of São Paulo, State of São Paulo, as an alternate member of Mr. Rogério Bautista da Nova Moreira.
The members of the Board of Directors and alternates elected or reelected, as the case may be, shall take office within legal terms, by signing the respective instrument of investiture drawn up in a proper book, having submitted written statements, for the proper purposes of law, under the penalties of the law, for the purpose of the provisions of Article 37, item II of Law nº. 8,934, of November 18, 1994 (“Law nº. 8,934/94”), with the wording of Article 4 of Law nº. 10,194 of February 14, 2001 (“Law No. 10,194/01”), that they are not prevented from exercising commercial or management activities in a mercantile company by virtue of a criminal conviction, having also presented, in order to comply with the provisions of CVM Rulenº. 358 of January 3, 2002 (“CVM Rule 358”), and CVM Rule nº. 367 of May 29, 2002, written statements, in accordance with the terms of said instructions. The new members also presented the Administrators Consent Form to the rules contained in the Level 1 Listing Regulations of B3 S.A. - Brasil, Bolsa e Balcão, all filed at the Company's headquarters.
9.4. ELECTION OF THE CHAIRMAN AND VICE-CHAIRMAN OF THE BOARD OF DIRECTORS:Approve, by unanimous voting of shareholdersholding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barred,according to the voting map presented in theExhibit I to this minute, which for all intents and purposes shall be considered an integral part of these minutes, the election of Messrs. JOSÉ MAURO METTRAU CARNEIRO DA CUNHA andJOÃO COX NETO, qualified above, as Chairman and Vice-Chairman of the Company's Board of Directors, respectively, under the terms of Article 19 of the Company's Bylaws.
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
Given the elections or reelections, as the case may be, resolved initem 9.3 above and the definition of the Chairman and Vice-Chairman of the Board of Directors resolved in this item9.4, the Company’s Board of Directors is hereby composed as follows:
EFFECTIVE MEMBERS | RESPECTIVE ALTERNATES |
JOSÉ MAURO METTRAU CARNEIRO DA CUNHA (Chairman) | ANDRÉ AMARO DA SILVEIRA |
JOÃO COX NETO (Vice-Chairman) | DANIEL PEREIRA DE ALBUQUERQUE ENNES |
LAURO MARCOS MUNIZ BARRETTO COTTA | - |
ANDREA DA MOTTA CHAMMA | MARIA ISABEL DE FARIA PEREZ |
GESNER JOSÉ DE OLIVEIRA FILHO | MARCELO ROSSINI DE OLIVEIRA |
JOÃO PINHEIRO NOGUEIRA BATISTA | MARCELO MANCINI STELLA |
JULIO SOARES DE MOURA NETO | - |
ROBERTO LOPES PONTES SIMÕES | JOSÉ MARCELO LIMA PONTES |
PEDRO OLIVA MARCILIO DE SOUSA | GUILHERME DUARTE ABUD |
ROBERTO FALDINI | - |
ROGÉRIO BAUTISTA NOVA MOREIRA | GUILHERME SIMÕES DE ABREU |
9.5. ELECTION OF EFFECTIVE MEMBERS OF THE FISCAL COUNCIL AND THEIR RESPECTIVE ALTERNATES:
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.5.1. In compliance with the prior request of minority shareholders, holding preferred shares issued by the Company, the procedure for the separate election of members of the Fiscal Council was installed, as provided for in article 161, paragraph 4, item "a" of the Corporation Law, so that were elected by majority of the votes of the minority shareholders of preferred shares who participated in the separate election, without the participation of shareholders linked to the controlling shareholders, recorded the contrary votes, according to the voting map in theExhibit I to this minute, which for all intents and purposes shall be deemed to be an integral part of these minutes:
9.5.1.1.Ms. HELOÍSA BELOTTI BEDICKS, Brazilian citizen, married, economist, bearer of Identity Card (RG) nº. 8394969 SSP/SP, enrolled with the CPF/ME under nº. 048.601.198-43, resident and domiciled at Alameda dos Anapurus, nº 883, ap 141, Moema, Zip Code 04087-905, in the City of São Paulo, State of São Paulo, as effective member of the Fiscal Council; and
9.5.1.2.Mr. REGINALDO FERREIRA ALEXANDRE, Brazilian citizen, married, economist, bearer of identity card (RG) nº. 8.781.281 SSP/SP, enrolled with the CPF/ME under nº. 003.662.408-03, resident and domiciled at Rua Leonardo Mota, No. 66, ap 122, Vila Indiana, Zip Code 05586-090, in the City of São Paulo, State of São Paulo, as her respective alternate.
9.5.2. Following this, it wasapproved, in a majority election, by unanimous voting of the shareholders holding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barred, according to the voting map in theExhibit I to the this minute, which for all purposes shall be considered an integral part of this minute, the election or reelection, as the case may be, of the following effective and alternate members of the Company's Fiscal Council, as per the slatecomposed by shareholders Odebrecht and Petrobras, for a term of one (1) year, starting on this date and ending at the Annual General Meeting that will resolve on the Company's financial statements for the fiscal year to end on December 31, 2020, pursuant to articles 42 and 43 of the Company's Bylaws:
As effective members:
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.5.2.1.Mr. ISMAEL CAMPOS DE ABREU, Brazilian citizen, married under partial property ruling, accountant, bearer of Identity Card (RG) nº. 00716820-90 SSP/BA, enrolled with the CPF/ME under nº. 075.434.415-00, resident and domiciled in the City of Salvador, State of Bahia, with commercial address at Avenida Orlando Gomes, S/ nº., Condomínio Parque Costa Verde, Rua A, Quadra F, Lote 2, Piatã, Zip Code 41650-010, in the City of Salvador, State of Bahia;
9.5.2.2.Mr. GILBERTO BRAGA, Brazilian citizen, married under partial property ruling, economist and accountant, bearer of Identity Card (RG) nº.04722037-1 DETRAN/RJ, enrolled with the CPF/ME under nº 595.468.247-04, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida Embaixador Abelardo Bueno, nº 600, CondomínioOne World Office, Bloco C, salas 669/670, Barra da Tijuca, Zip Code 22775-023, in the City of Rio de Janeiro, State of Rio de Janeiro;
9.5.2.3.Mr.CARLOS ALBERTO RECHELO NETO, Brazilian citizen, married under partial property ruling, engineer, bearer of Identity Card (RG) nº. 23.549.068-4 SSP/SP, enrolled with CPF/ME under nº. 262.997.388-39, resident and domiciled in the City and State of Rio de Janeiro, with business address at Rua Dezenove de Fevereiro, nº 101, Apto. 302, Botafogo, in the City of Rio de Janeiro, State of Rio de Janeiro; and
9.5.2.4.Mr. AMÓS DA SILVA CANCIO, Brazilian citizen, married under partial property ruling, accountant, bearer of Identity Card (RG) nº. 085586295 DIC/RJ, enrolled with the CPF/ME under nº. 991.201.867-20, resident and domiciled in the City and State of Rio de Janeiro, with his business address at Avenida República do Chile, nº 65, Centro, Zip Code 20031-912, in the City of Rio de Janeiro, State of Rio de Janeiro.
As respective alternate members:
9.5.2.5.Mr. IVAN SILVA DUARTE, Brazilian citizen, married under partial property ruling, accountant, bearer of Identity Card (RG) nº. 03732230-30 SSP/BA, enrolled with the CPF/ME under nº 611.242.065-15, resident and domiciled in the City of Salvador, State of Bahia, with his business address at Avenida Tancredo Neves, nº. 60, Torre Empresarial Mundo Plaza,Caminho das Árvores, Zip Code 41820-020, in the City of Salvador, State of Bahia;
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
9.5.2.6.Ms. TATIANA MACÊDO COSTA RÊGO TOURINHO, Brazilian citizen, married under partial property ruling, business administrator, bearer of Identity Card (RG) nº 0823710327 SSP/BA, enrolled with the CPF/ME under nº 951.929.135- 00, resident and domiciled in the City of São Paulo, State of São Paulo, with her business address located at Rua Lemos Monteiro, nº. 120, Butantã, Zip Code 05501-050, City of São Paulo, State of São Paulo;
9.5.2.7.Mr. HERBERT LUIZ DE ARAÚJO GUIMARÃES, Brazilian citizen, married under partial property ruling, production engineer, bearer of Identity Card (RG) nº. 11568854-1 DIC/RJ, enrolled with the CPF/ME under nº 080.503.857-44, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida República do Chile, nº 65, Centro, Zip Code 20031-912, in the City of Rio de Janeiro, State of Rio de Janeiro; and
9.5.2.8.Mr. RAFAEL MENEZES PERES, Brazilian citizen, single, accounting scientist, bearer of Identity Card (RG) nº. 094.081, issued by the CRC/RJ, enrolled with the CPF/ME under nº 094.006.847-89, resident and domiciled in the City and State of Rio de Janeiro, with business address at Avenida República do Chile, nº 65, Centro, Zip Code 20031-912, in the City of Rio de Janeiro, State of Rio de Janeiro.
The members of the Fiscal Council and alternates elected herein shall take office within legal terms, by signing the respective instrument of investiture drawn up in a proper book, having submitted written declarations, for the proper purposes of law, under the penalties of the law, for the purpose of the provisions of Article 37, item II of Law nº. 8,934/94, as amended by Article 4 of Law nº. 10,194/01, which are not prevented from exercising commercial or management activities in a mercantile company by virtue of a criminal conviction , having also submitted, to comply with the provisions of CVM Rule 358, written statements, in accordance to the terms of referred instruction, which were filed at the Company's headquarters.
Based on the elections or reelections, as the case may be, appointed in thisitem 9.5, the Company's Fiscal Council is hereby composed as follows:
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
EFFECTIVE MEMBERS | RESPECTIVE ALTERNATES |
ISMAEL CAMPOS DE ABREU | IVAN SILVA DUARTE |
GILBERTO BRAGA | TATIANA MACEDO COSTA REGO TOURINHO |
CARLOS ALBERTO RECHELO NETO | HERBERT LUIZ DE ARAÚJO GUIMARÃES |
AMÓS DA SILVA CANCIO | RAFAEL MENEZES PERES |
HELOÍSA BELOTTI BEDICKS | REGINALDO FERREIRA ALEXANDRE |
9.6. GLOBAL AND ANNUAL COMPENSATION OF THE ADMINISTRATORS AND MEMBERS OF THE FISCAL COUNCIL: Approve, by unanimous voting of shareholders holding common shares of the Company, without any reservations or restrictions, recorded the abstentions including of those legally barredaccording to the voting map presented in theExhibit I of the this minute, which for all intents and purposes be considered an integral part of these minutes, the total amount of BRL 83,039,380.15 (eighty three million, thirty nine thousand, three hundred and eighty reais and fifteen cents) corresponding to the annual and global compensation of the administrators for the 2020 fiscal year, which amount includes fixed and variable fees and respective social payroll charges recognized in the Company's results, as well as the applicable benefits, and shall be individualized by the Company's Board of Directors, in accordance with the provisions of articles 25 and 26, item "viii" of the Company's Bylaws. Additionally, the amount of BRL 1,171,800.00 (one million, seven hundred and seventy-one thousand and eight hundred reais) corresponding to the compensation of the members of the Fiscal Council for the 2020 fiscal year was also approved, in compliance with the provisions of article 162, paragraph 3 of the Brazilian Corporation Law, totaling, therefore, an annual and global compensation for the administrators and members of the Fiscal Council in the amount of BRL 84,211,180.15 (eighty-four million, two hundred and eleven thousand, one hundred and eighty reais and fifteen cents).
10. ADJOURNMENT: Pursuant to article 30, paragraph 4, of CVM Rule nº. 480, the total approvals computed from the voting on each item of the agenda are indicated inExhibit I, which, for all purposes, shall be considered an integral part hereof. As there were no further matters to discuss, the Meeting was adjourned and these minutes were drawn up, read, discussed and found to be in order, signed by the members of the Presiding Board, and the shareholders whoattended the Meeting by means of the electronic system made available by the Company had their presence recorded by the members of the Presiding Board and shall be considered as subscribers to these minutes, pursuant to article 21-V, paragraphs 1 and 2 of CVM Rule 481, and the Company's Shareholders' Attendance Book. Also, pursuant to article 130, paragraph 1 of the Corporation Law, this minute were drawn up in the form of a summary of the facts occurred. At last, the publication of these minutes without the shareholders' signatures, pursuant to article 130, paragraph 2 of the Corporation Law, was authorized by unanimous vote of the shareholders.
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
11. SIGNATURES:Presiding Board: Chairman: Ms. Paula Cristina Penteado Magalhães Azevedo; andSecretary: Ms. Clarisse Mello Machado Schlieckmann.
Present Shareholders:
OSP INVESTIMENTOS S.A.
ODEBRECHT S.A.
(by Mr. Marcelo Guedes Nunes)
PETRÓLEO BRASILEIRO S.A. – PETROBRAS
(by Mr. Eduardo Belotti Paes de Figueiredo)
ALASKA RANGE FUNDO DE INVESTIMENTOS MULTIMERCADO
ALASKA POLAND FIA - BDR NIVEL 1
ALASKA BLACK INSTITUCIONAL FIA
ALASKA BLACK MASTER FIA - BDR NIVEL 1
GERACAO FUTURO L.PAR FUNDO DE INVESTIMENTO EM AÇÕES
LUIZ BARSI FILHO
(by Ms. Michele da Silva Gonsales)
IT NOW IMAT FUNDO DE INDICE
IT NOW ISE FUNDO DE INDICE
IT NOW PIBB IBRX-50 FUNDO DE ÍNDICE
ITAU CAIXA ACOES FI
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
ITAU FTSE RAFI BRAZIL 50 CAPPED INDEX FIA
ITAU GOVERNANCA CORPORATIVA ACOES FI
ITAU HEDGE PLUS MULTIMERCADO FI
ITAU IBOVESPA ATIVO MASTER FIA
ITAU INDEX ACOES IBRX FI
ITAÚ AÇÕES DIVIDENDOS FI
ITAÚ EXCELÊNCIA SOCIAL AÇÕES FUNDO DE INVESTIMENTO
ITAÚ HEDGE MULTIMERCADO FUNDO DE INVESTIMENTO
ITAÚ IBRX ATIVO MASTER FIA
ITAÚ INDEX AÇÕES IBOVESPA FI
ITAÚ LONG AND SHORT PLUS MULTIMERCADO FI
ITAÚ MULTIMERCADO GLOBAL EQUITY HEDGE FI
ITAÚ MULTIMERCADO LONG AND SHORT FI
ITAÚ PREVIDÊNCIA IBRX FIA
LONG BIAS MULTIMERCADO FI
BEST INVESTMENT CORPORATION
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
PHOENIX UMBRELLA FUND - PHOENIX GBAR FUND
THE BANK OF NEW YORK
(by Mr. Anderson Carlos Koch)
ROSINEI SILVESTRE LIBANO
FERNANDO MUSA
Votes Cast via Remote Voting Ballot:
SOJITZ CORPORATION
MARCELO GASPARINO DA SILVA
FINACAP MAURUTSSTAD FIA
CONTRARIAN EMERGING MARKETS, L.P.
FINACAP ICATU PREVIDENCIARIO FIFE FUNDO DE INVESTIMENTO MULT
LEGAL AND GENERAL ASSURANCE PENSIONS MNG LTD
BLACKROCK INSTITUTIONAL TRUST COMPANY NA
CIBC EMERGING MARKETS INDEX FUND
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
IBM 401 (K) PLUS PLAN
NN (L)
IRISH LIFE ASSURANCE PLC
MANAGED PENSION FUNDS LIMITED
NORGES BANK
PUBLIC EMPLOYEES RETIREMENT ASSOCIATION OF NEW MEX
STATE ST GL ADV TRUST COMPANY INV FF TAX EX RET PLANS
PARAMETRIC TAX-MANAGED EMERGING MARKETS FUND
TEACHER RETIREMENT SYSTEM OF TEXAS
CONSULTING GROUP CAPITAL MKTS FUNDS EMER MARKETS EQUITY FUND
THE EMERGING M.S. OF THE DFA I.T.CO.
VANGUARD INVESTMENT SERIES PLC
STATE OF NEW JERSEY COMMON PENSION FUND D
SSGA MSCI BRAZIL INDEX NON-LENDING QP COMMON TRUST FUND
CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
LEGAL AND GENERAL ASSURANCE SOCIETY LIMITED
STATE OF ALASKA RETIREMENT AND BENEFITS PLANS
STATE OF MINNESOTA STATE EMPLOYEES RET PLAN
WASHINGTON STATE INVESTMENT BOARD
RUSSELL INVESTMENT COMPANY PUBLIC LIMITED COMPANY
LAZARD GLOBAL ACTIVE FUNDS, PLC
LOS ANGELES COUNTY EMPLOYEES RET ASSOCIATION
NEW ZEALAND SUPERANNUATION FUND
FORD MOTOR COMPANY OF CANADA, L PENSION TRUST
INTERNATIONAL MONETARY FUND
LOCKHEED MARTIN CORP MASTER RETIREMENT TRUST
MUNICIPAL E ANNUITY A B FUND OF CHICAGO
TEACHERS RETIREMENT SYSTEM OF THE STATE OF ILLINOIS
NAV CANADA PENSION PLAN
ILLINOIS MUNICIPAL RETIREMENT FUND
UTAH STATE RETIREMENT SYSTEMS
BOARD OF PENSIONS OF THE EVANGELICAL LUTHERAN CHURCH IN AMER
CHEVRON MASTER PENSION TRUST
JOHN HANCOCK VARIABLE INS TRUST INTERN EQUITY INDEX TRUST
NTGI QUANTITATIVE MANAGEMENT COLLEC FUNDS TRUST
THE REGENTS OF THE UNIVERSITY OF CALIFORNIA
CMLA INTERNATIONAL SHARE FUND
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
EMER MKTS CORE EQ PORT DFA INVEST DIMENS GROU
ALASKA PERMANENT FUND
CITY OF NEW YORK GROUP TRUST
BLACKROCK LIFE LIMITED - DC OVERSEAS EQUITY FUND
THE SEVENTH SWEDISH NATIONAL PENSION FUND - AP7 EQUITY FUND
ISHARES PUBLIC LIMITED COMPANY
NTGI QM COMMON DAILY ALL COUNT WORLD EXUS EQU INDEX FD LEND
THE MASTER T BK OF JPN, LTD AS T OF NIKKO BR EQ MOTHER FUND
GOVERNMENT EMPLOYEES SUPERANNUATION BOARD
NORTHERN EMERGING MARKETS EQUITY INDEX FUND
KAISER FOUNDATION HOSPITALS
JNL/LAZARD EMERGING MARKETS FUND
THE NOMURA T AND B CO LTD RE I E S INDEX MSCI E NO HED M FUN
COMMONWEALTH BANK GROUP SUPER
ALASKA COMMON TRUST FUND
ISHARES MSCI BRAZIL ETF
ISHARES II PUBLIC LIMITED COMPANY
SUNSUPER SUPERANNUATION FUND
SPDR MSCI ACWI EX-US ETF
NEW YORK STATE TEACHERS RETIREMENT SYSTEM
THE TEXAS EDUCATION AGENCY
COUNTY EMPLOYEES ANNUITY AND BENEFIT FD OF THE COOK COUNTY
PIMCO FUNDS GLOBAL INVESTORS SERIES PLC
STATE STREET EMERGING MARKETS E N-L C TRUST FUND
DESJARDINS EMERGING MARKETS FUND
FUTURE FUND BOARD OF GUARDIANS
NATIONAL COUNCIL FOR SOCIAL SECURITY FUND
IVESCO FTSE RAFI EMERGING MARKETS ETF
BRITISH COLUMBIA INVESTMENT MANAGEMENT CORPORATION
ISHARES MSCI BRIC ETF
PEOPLE S BANK OF CHINA
PUBLIC SECTOR PENSION INVESTMENT BOARD
COLLEGE RETIREMENT EQUITIES FUND
EATON VANCE COLLECTIVE INVESTMENT TFE BEN PLANS EM MQ EQU FD
LEGAL GENERAL INTERNATIONAL INDEX TRUST
VANGUARD TOTAL WORLD STOCK INDEX FUND, A SERIES OF
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
JAPAN TRUSTEE SERVICES BK, LTD. RE: RTB NIKKO BEA MOTHER FD
THE BANK OF NEW YORK MELLON EMP BEN COLLECTIVE INVEST FD PLA
ISHARES III PUBLIC LIMITED COMPANY
LOCKHEED MARTIN CORP DEFINED CONTRIBUTION PLANS MASTER TRUST
NTGI-QM COMMON DAC WORLD EX-US INVESTABLE MIF - LENDING
AMERICAN HEART ASSOCIATION, INC.
RUSSELL INSTITUTIONAL FUNDS, LLC - REM EQUITY PLUS FUND
PICTET - EMERGING MARKETS INDEX
COMMONWEALTH GLOBAL SHARE FUND 22
COMMONWEALTH GLOBAL SHARE FUND 23
TRUST CUSTODY SERVICES BANK, LTD. RE: EMERGING E P M F
BELLSOUTH CORPORATION RFA VEBA TRUST
HC CAPITAL TRUST THE EMERGING MARKETS PORTFOLIO
LVIP BLACKROCK ADVANTAGE ALLOCATION FUND
STICHTING PGGM DEPOSITARY
ARIZONA PSPRS TRUST
KAISER PERMANENTE GROUP TRUST
FIDELITY SALEM STREET TRUST: FIDELITY SERIES G EX US I FD
STATE STREET GLOBAL ADVISORS LUXEMBOURG SICAV - SS EE ME FD
SCHWAB EMERGING MARKETS EQUITY ETF
ISHARES MSCI EMERGING MARKETS ETF
THE BANK OF N. Y. M. (INT) LTD AS T. OF I. E. M. E. I. F. UK
POWERSHARES FTSE RAFI EMERGING MARKETS UCITS ETF
COMMONWEALTH EMERGING MARKETS FUND 6
CHANG HWA CO BANK, LTD IN ITS C AS M CUST OF N B FUND
QSUPER
BMO MSCI EMERGING MARKETS INDEX ETF
WELLINGTON TRUST COMPANY N.A.
NTGI-QM COMMON DAILY EMERGING MARKETS EQUITY I F- NON L
ORGANIZATION FOR SMALLMEDIUM ENTERPRISES AND R I, J
TIAA-CREF FUNDS - TIAA-CREF EMERGING MARKETS EQUITY I F
LEGAL GENERAL GLOBAL EMERGING MARKETS INDEX FUND
JAPAN TRUSTEE SERVICES BANK, LTD.RE: STB DAIWA E E F I M F
HSBC EMERGING MARKETS POOLED FUND
NEUBERGER BERMAN INVESTMENT FUNDS PLC
BNYM MELLON CF SL EMERGING MARKETS STOCK INDEX FUND
SSGA MSCI ACWI EX-USA INDEX NON-LENDING DAILY TRUST
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
BERESFORD FUNDS PUBLIC LIMITED COMPANY
DELA DEPOSITARY ASSET MANAGEMENT B.V.
SSGA SPDR ETFS EUROPE I PLC
EUROPEAN CENTRAL BANK
VANGUARD EMERGING MARKETS SELECT STOCK FUND
VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER INDEKS I
TOTAL INTERNATIONAL EX U.S. I MASTER PORT OF MASTER INV PORT
ISHARES MSCI ACWI EX U.S. ETF
ISHARES MSCI ACWI ETF
NAT WEST BK PLC AS TR OF ST JAMES PL GL EQUITY UNIT TRUST
JNL/MELLON EMERGING MARKETS INDEX FUND
FIDELITY SALEM STREET T: FIDELITY E M INDEX FUND
FIDELITY SALEM STREET T: FIDELITY G EX U.S INDEX FUND
LAZARD ASSET MANAGEMENT LLC
ISHARES EMERGING MARKETS FUNDAMENTAL INDEX ETF
VOYA EMERGING MARKETS INDEX PORTFOLIO
VANGUARD FUNDS PUBLIC LIMITED COMPANY
CENTURYLINK, INC. DEFINED BENEFIT MASTER TRUST
THE MASTER TRUST BANK OF JAPAN, LTD. AS T. FOR MTBJ400045835
MERCER QIF FUND PLC
K INVESTMENTS SH LIMITED
CITY OF PHILADELPHIA PUB EMPLOYEES RET SYSTEM
ONEPATH GLOBAL EMERGING MARKETS SHARES(UNHEDGED) INDEX POOL
ASCENSION ALPHA FUND, LLC
COMMONWEALTH SUPERANNUATION CORPORATION
JOHN HANCOCK FUNDS II STRATEGIC EQUITY ALLOCATION FUND
NFS LIMITED
WELLS FARGO BK D OF T ESTABLISHING INV F FOR E BENEFIT TR
VICTORIAN SUPERANNUATION FUND
FLEXSHARES MORNINGSTAR EMERGING MARKETS FACTOR TILT INDEX F
ISHARES CORE MSCI EMERGING MARKETS ETF
ISHARES CORE MSCI TOTAL INTERNATIONAL STOCK ETF
BLACKROCK GLOBAL INDEX FUNDS
PANAGORA DIVERSIFIED RISK MULTI-ASSET FUND, LTD
SCOTTISH WIDOWS INVESTMENT SOLUTIONS FUNDS ICVC- FUNDAMENTAL
KAPITALFORENINGEN LAEGERNES PENSIONSINVESTERING, LPI AEM III
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
GENERAL PENSION AND SOCIAL SECURITY AUTHORITY
CONNECTICUT GENERAL LIFE INSURANCE COMPANY
EXELON GENERATION COMP, LLC TAX QUALIFIED NUCLEAR DECOMM PAR
AMERGEN CLINTON NUCLEAR POWER PLANT NONQUALIFIED FUND
THREE MILE ISLAND UNIT ONE QUALIFIED FUND
STATE STREET IRELAND UNIT TRUST
LAZARD EMERGING MARKETS CORE EQUITY PORTFOLIO
SPDR SP EMERGING MARKETS FUND
DIVERSIFIED MARKETS (2010) POOLED FUND TRUST
DEUTSCHE X-TRACKERS MSCI ALL WORLD EX US HEDGED EQUITY ETF
LAZARD EMERGING MARKETS CORE EQUITY TRUST
FIDELITY INVESTMENT FUNDS FIDELITY INDEX EMERG MARKETS FUND
THE MASTER TRUST BANK OF JAPAN, LTD. AS TR FOR MUTB400045792
NN PARAPLUFONDS 1 N.V
NORTHERN TRUST COLLECTIVE ALL COUNTRY WORLD I (ACWI) E-U F-L
NORTHERN TRUST COLLECTIVE EMERGING MARKETS INDEX FUND-LEND
THE MASTER TRUST BANK OF JAPAN, LTD. TRUSTEE MUTB400045794
ST STR MSCI ACWI EX USA IMI SCREENED NON-LENDING COMM TR FD
SPDR MSCI EMERGING MARKETS STRATEGICFACTORS ETF
THE MASTER TRUST BANK OF JAP, LTD. AS TR. FOR MTBJ400045828
THE MASTER TRUST BANK OF JAP., LTD. AS TR. FOR MTBJ400045829
KAPITALFORENINGEN INVESTIN PRO, GLOBAL EQUITIES I
THE MASTER TRUST BANK OF JAPAN, LTD. AS TRUSTEE FOR MUTB4000
WELL MANAG FUNDS (LUXEMBOURG) - WELL EMERG MKTS R E FUND
BLACKROCK A. M. S. AG ON B. OF I. E. M. E. I. F. (CH)
BNY MELLON OPPORTUNITY FUNDS - B M STRATEGIC BETA E M E F
STATE STREET GLOBAL ALL CAP EQUITY EX-US INDEX PORTFOLIO
LEGAL GENERAL GLOBAL EQUITY INDEX FUND
ITAU FUNDS - LATIN AMERICA EQUITY FUND
INTERNATIONAL EXPATRIATE BENEFIT MASTER TRUST
POOL REINSURANCE COMPANY LIMITED
LEGAL GENERAL COLLECTIVE INVESTMENT TRUST
PIMCO EQUITY SERIES: PIMCO RAE EMERGING MARKETS FUND
PIMCO RAE EMERGING MARKETS FUND LLC
INVESTERINGSFORENINGEN PROCAPTURE GLOBAL AC I FUND - ACC KL
INVESTERINGSFORENINGEN PROCAPTURE G EMERGING M I F - ACC. KL
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
STATE STREET GLOBAL ADVISORS LUX SICAV - S S G E M I E FUND
STATE STREET EMERGING MARKETS EQUITY INDEX FUND
COLONIAL FIRST STATE INVESTMENT FUND 10
THE BOARD OF THE PENSION PROTECTION FUND
FUNDAMENTAL LOW V I E M EQUITY
WELL MGT FUNDS (LUXEMBOURG) II SICAV - WELL GL M A T R FD
FIDELITY SALEM STREET TRUST: FIDELITY SAI EMERGING M I FUND
BMO LOW VOLATILITY EMERGING MARKETS EQUITY ETF
FIDELITY SALEM STREET T: FIDELITY TOTAL INTE INDEX FUND
PANAGORA RISK PARITY MULTI ASSET MASTER FUND, LTD
LEGAL GENERAL ICAV
VANGUARD INV FUNDS ICVC-VANGUARD FTSE GLOBAL ALL CAP INDEX F
MINISTRY OF ECONOMY AND FINANCE
JOHN HANCOCK FUNDS II INTERNATIONAL STRATEGIC EQUITY ALLOCAT
INVESTORS WHOLESALE EMERGING MARKETS EQUITIES TRUST
NATIONWIDE INTERNATIONAL SMALL CAP FUND
FIDELITY SALEM STREET TRUST: FIDELITY FLEX INTERNATIONAL IND
MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED DEFENSIVE FU
MORGAN STANLEY INVESTMENT FUNDS GLOBAL BALANCED FUND
CADENCE GLOBAL EQUITY FUND L.P.
WELLS FARGO FACTOR ENHANCED EMERGING MARKETS PORTFOLIO
ISHARES MSCI EMERGING MARKETS EX CHINA ETF
PIMCO EQUITY SERIES: PIMCO RAFI DYNAMIC MULTI-FACTOR EMERGIN
SPARTAN GROUP TRUST FOR EMPLYEE BENEFIT PLANS: SPARTAN EMERG
BLACKROCK CDN MSCI EMERGING MARKETS INDEX FUND
EMERGING MARKETS ALPHA TILTS FUND B
EMERGING MARKETS EQUITY ESG SCREENED FUND B
EMERGING MARKETS EQUITY INDEX MASTER FUND
EMERGING MARKETS EQUITY INDEX ESG SCREENED FUND B
EMERGING MARKETS INDEX NON-LENDABLE FUND
EMERGING MARKETS INDEX NON-LENDABLE FUND B
FTSE RAFI EMERGING INDEX NON-LENDABLE FUND
GLOBAL ALPHA TILTS FUND B
STATE STREET R. F. E. M. I. NON-LENDING COMMON T. FUND
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
NEW SOUTH WALLES TR CORP AS TR FOR THE TC EMER MKT SHAR FUND
RUSSELL INVESTMENT MANAGEMENT LTD AS TRUSTEE OF THE RUSSELL
INVESCO PUREBETASM FTSE EMERGING MARKETS ETF
FRANKLIN LIBERTYSHARES ICAV
THE INCUBATION FUND, LTD.
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE BRAZI
LEGAL GEN FUTURE WRD CLIMATE CHANGE EQTY FACTORS IND FUND
VANGUARD EMERGING MARKETS STOCK INDEX FUND
ABU DHABI RETIREMENT PENSIONS AND BENEFITS FUND
COLONIAL FIRST STATE INVESTMENT FUND 50
LAZARD KP EM SOLUTIONS FUND LLC
SCRI-ROBECO QI CUST EMERG MARKETS ENHANCED INDEX EQUIT FUND
SUNAMERICA SERIES TRUST SA EMERGING MARKETS EQUITY
MSCI ACWI EX-U.S. IMI INDEX FUND B2
LAERERNES PENSION FORSIKRINGSAKTIESELSKAB
INVESCO STRATEGIC EMERGING MARKETS ETF
VANGUARD ESG INTERNATIONAL
VERDIPAPIRFONDET KLP AKSJE FREMVOKSENDE MARKEDER F
ISHARES (DE) I INVESTMENTAKTIENGESELLSCHAFT MIT TG
FRANKLIN TEMPLETON ETF TRUST - FRANKLIN FTSE LATIN
WELLINGTON TRUST COMPANY, NATIONAL ASSOCIATION MUL
LVIP SSGA EMERGING MARKETS EQUITY INDEX FUND
PUBLIC PENSION AGENCY
AVIVA I INVESTMENT FUNDS ICVC - AVIVA I INTERNATIONAL I T F
VANGUARD FIDUCIARY TRT COMPANY INSTIT T INTL STK MKT INDEX T
MACQUARIE MULTI-FACTOR FUND
MERCER UCITS COMMON CONTRACTUAL FUND
ABERDEEN INVESTMENT FUNDS UK ICVC II - ABERDEEN EM
VANGUARD ACTIVE EMERGING MARKET EQUITY FUND
CCL Q EMERGING MARKETS EQUITY FUND
PAVILION INTERNATIONAL FOCUSED EQUITY POOL
GOLDMAN SACHS ETF TRUST - GOLDMAN SACHS EMERGING M
SSTL AS DEPOSITARY OF FP BRUNEL PENSION PARTNERSHI
TRANSAMERICA EMERGING MARKETS OPPORTUNITIES
ALLIANZ GL INVESTORS GMBH ON BEHALF OF ALLIANZGI-FONDS DSPT
AVIVA INVESTORS
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
AVIVA LIFE PENSIONS UK LIMITED
BLACKROCK ASSET MANAG IR LT I ITS CAP A M F T BKR I S FD
ISHARES EMERGING MARKETS IMI EQUITY INDEX FUND
BRITISH COAL STAFF SUPERANNUATION SCHEME
FORSTA AP-FONDEN
BUREAU OF LABOR FUNDS - LABOR RETIREMENT FUND
MANAGEMENT BOARD PUBLIC SERVICE PENSION FUND
MINEWORKERS PENSION SCHEME
NVIT EMERGING MARKETS FUND
PUBLIC EMPLOYEES RETIREMENT SYSTEM OF OHIO
SAS TRUSTEE CORPORATION POOLED FUND
SBC MASTER PENSION TRUST
SCHRODER INTERNATIONAL SELECTION FUND
STATE OF NEW MEXICO STATE INV. COUNCIL
STATE OF WYOMING
STICHTING DEPOSITARY APG EMERGING MARKETS EQUITY POOL
STICHING PENSIOENFONDS VOOR HUISARTSEN
VANGUARD EMERGING MARKETS SHARE INDEX FUND
VANGUARD TOTAL INTERNATIONAL STOCK INDEX FD, A SE VAN S F
The above matches the original recorded in the proper book.
Camaçari/Bahia, May 29, 2020.
PRESIDING BOARD:
_______________________________ Paula C. P. Magalhães Azevedo Chairwoman | _______________________________ Clarisse Mello Machado Schlieckmann Secretary |
GED - 4869282v1
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
EXHIBIT I
FINAL SYNTHETIC SUMMARY VOTING MAP
Annual General Meeting
held on May 29, 202011
Description of the Resolution | Vote | Number of shares | (%) of the Capital Stock in Attendance * | (%) of the Total Number of Common Shares present | (%) of the Total Number of Preferred Shares present | ||
(ON)(1) | (PN)(2) | ||||||
Review, discuss and vote on the Management Report and respective Administrators’ Accounts and Financial Statements of the Company, containing Explanatory Notes for the fiscal year ended on December 31, 2019, accompanied with the Independent Auditors’ Report and Opinion and the Fiscal Council’s Report. | Approvals | 443,146,156 | - | 62.9% | 99.4% | 0.0% | |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,828,500 | - | 0.4% | 0.6% | 0.0% | ||
Review, discuss and vote the Management’s Proposal to allocate the results of the fiscal year ended on December 31, 2019, using a portion of the profit reserve to cover the loss ascertained in the fiscal year. | Approvals | 443,146,156 | - | 62.9% | 99.4% | 0.0% | |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,828,500 | - | 0.4% | 0.6% | 0.0% |
GED - 4869282v1
11This voting map does not include matters that were not subject to resolution by this Annual General Meeting.
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
1
Description of the Resolution | Vote | Number of shares | (%) of the Capital Stock in Attendance * | (%) of the Total Number of Common Shares present | (%) of the Total Number of Preferred Shares present | ||
(ON)(1) | (PN)(2) | ||||||
Election of the members to the Board of Directors | JOSÉ MAURO METTRAU CARNEIRO DA CUNHA (EFFECTIVE) / ANDRÉ AMARO DA SILVEIRA (ALTERNATE)
JOÃO COX NETO (EFFECTIVE) / DANIEL PEREIRA DE ALBUQUERQUE ENNES (ALTERNATE)
LAURO MARCOS MUNIZ BARRETTO COTTA (EFFECTIVE)
ANDREA DA MOTTA CHAMMA (EFFECTIVE) / MARIA ISABEL DE FARIA PEREZ (ALTERNATE)
GESNER JOSÉ DE OLIVEIRA FILHO (EFFECTIVE) / MARCELO ROSSINI DE OLIVEIRA (ALTERNATE)
JOÃO PINHEIRO NOGUEIRA BATISTA (EFFECTIVE) / MARCELO MANCINI STELLA (ALTERNATE)
JULIO SOARES DE MOURA NETO (EFFECTIVE)
ROBERTO LOPES PONTES SIMÕES (EFFECTIVE) / JOSÉ MARCELO LIMA PONTES (ALTERNATE)
PEDRO OLIVA MARCILIO DE SOUSA (EFFECTIVE) / GUILHERME DUARTE ABUD (ALTERNATE)
ROBERTO FALDINI (EFFECTIVE)
ROGÉRIO BAUTISTA DA NOVA MOREIRA (EFFECTIVE) / GUILHERME SIMÕES DE ABREU (ALTERNATE) | Approvals | 443,116,055 | - | 62.9% | 99.4% | 0.0% |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,858,601 | - | 0.4% | 0.6% | 0.0% |
GED -
BRASKEM S.A.
Tax ID (C.N.P.J.) No. 42.150.391/0001-70
State Registration (NIRE) 29.300.006.939
PUBLICLY HELD COMPANY
MINUTES OF THE ANNUAL GENERAL MEETING
HELD ON MAY 29, 2020
Description of the Resolution | Vote | Number of shares | (%) of the Capital Stock in Attendance * | (%) of the Total Number of Common Shares present | (%) of the Total Number of Preferred Shares present | ||
(ON)(1) | (PN)(2) | ||||||
To resolve on the election of the Chairman and Vice-Chairman of the Company's Board of Directors (José Mauro Mettrau Carneiro da Cunha as Chairman and João Cox Neto as Vice-Chairman). | Approvals | 443,116,055 | - | 62.9% | 99.4% | 0.0% | |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,858,601 | - | 0.4% | 0.6% | 0.0% | ||
Election of candidates to the Fiscal Council | HELOÍSA BELOTTI BEDICKS (EFFECTIVE) / REGINALDO FERREIRA ALEXANDRE (ALTERNATE) | Approvals | - | 85,844,556 | 12.2% | 0,0% | 33.2% |
Rejections | - | 68,448 | 0.0% | 0.0% | 0.0% | ||
Abstentions | - | 162,568,365 | 23.1% | 0.0% | 62.8% | ||
Election of candidates to the Fiscal Council | ISMAEL CAMPOS DE ABREU (EFFECTIVE) / IVAN SILVA DUARTE (ALTERNATE)
GILBERTO BRAGA (EFFECTIVE) / TATIANA MACEDO COSTA REGO TOURINHO (ALTERNATE)
CARLOS ALBERTO RECHELO NETO (EFFECTIVE) / HERBERT LUIZ DE ARAÚJO GUIMARÃES (ALTERNATE)
AMÓS DA SILVA CÂNCIO (EFFECTIVE) / RAFAEL MENEZES PERES (ALTERNATE) | Approvals | 443,106,737 | - | 62.9% | 99.4% | 0.0% |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,867,919 | - | 0.4% | 0.6% | 0.0% | ||
To resolve on the annual and global remuneration of the Company's management administrators and members of the Fiscal Council for the fiscal year ending December 31, 2020, in the total amount of BRL 83,039,380.15, relating to the annual and global remuneration of the administrators, and the amount of BRL 1,171,800.00 relating to the compensation of the members of the Fiscal Council. | Approvals | 443,146,156 | - | 62.9% | 99.4% | 0.0% | |
Rejections | - | - | 0.0% | 0.0% | 0.0% | ||
Abstentions | 2,828,500 | - | 0.4% | 0.6% | 0.0% |
(1) ON shares are common shares issued by the Company. It does not take into consideration Treasury Stock.
(2) PN Shares are preferred shares of class A and B issued by the Company, which have the right to vote only and exclusively for separate election of the Board of Directors, under the terms of article 141, paragraph 4, II” and paragraph 5 of Corporation Law, and the Fiscal Council, under the terms of article 161, paragraph 4, item "a", of Corporation Law.
GED - 4869282v1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 1, 2020BRASKEM S.A. | |||
By: | /s/ Pedro van Langendonck Teixeira de Freitas | ||
Name: | Pedro van Langendonck Teixeira de Freitas | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.