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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___

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MANUAL FOR SHAREHOLDERS’ PARTICIPATION IN
BRASKEM’S EXTRAORDINARY GENERAL MEETING OF
OCTOBER 16, 2018

 

 

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TABLE OF CONTENTS

 

 

 

 

 

 

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MESSAGE FROM THE MANAGEMENT

 

 

 

Dear Shareholders,

 

In line with our commitment of continuously seeking the best Corporate Governance practices, we invite you, the Company’s Shareholders (“Shareholders”) to participate in the Company’s Extraordinary General Meeting (“Meeting”), which will take place on October 16, 2018, at 10 a.m., at our headquarters, located at Rua Eteno, nº 1.561, Polo Petroquímico, in the City of Camaçari, State of Bahia, in which the following matters will be discussed:

 

 

1)                 Change of members of the Company’s Board of Directors due to: (i) the appointment of Mr. João Carlos Trigo de Loureiro, current effective member of the Board of Directors, to one of the open seats for alternate member of the Company’s Board of Directors; and (ii) appointment of three (3) new members for the Company’s Board of Directors, two (2) of which as effective members and one (1) as alternate member, all of them appointed by the shareholder Petróleo Brasileiro S.A. – Petrobras (“Petrobras”), for the remaining ongoing term, which shall end upon the Ordinary General Meeting that will resolve on the Company’s financial statements of the fiscal year to be ended on December 31, 2019

 

2)                 Amendment to article 4 of the Company’s Bylaws as a result of the share conversion exercised by a minority shareholder of class “B” preferred shares; and

 

3)                 Amendment to article 26, item (xviii) of the Company’s Bylaws, in order to change the definition of related parties, which will observe the Company’s policy on the matter and will no longer contain the exception of the agreements for the supply of raw material, and to increase the minimum thresholds for board approval.

 

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GUIDELINES FOR SHAREHOLDERS’ PARTICIPATION AND DEADLINES

 

With the purpose of instructing the Shareholders regarding the procedure for participation in the Meeting, we provide this Ordinary General Meeting Manual.

 

The information related to such resolutions is available to the Shareholders in the Company’s office located at Rua Lemos Monteiro, nº 120, 24º andar, Butantã, in the City of São Paulo, State of São Paulo - CEP 05501-050, under the care of the Company’s Investor Relations Department, at the websites of the Company (www.braskem-ri.com.br) and of the Brazilian Securities Commission (“CVM”) (www.cvm.gov.br). The documents referred to in articles 10 and 11 of CVM Ruling No. 481, of December 17, 2009, as amended (“ICVM 481”), were duly presented to the CVM through the Empresas.Net System.

 

Shareholder’s Participation

 

Shareholders may participate in person or by a duly appointed attorney-in-fact, with the detailed guidelines regarding the documentation required for representation being set forth in the Call Notice and in the Company’s Management Proposal, both made available under the applicable legislation and regulation, and in item 12.2 of the Company’s Reference Form. In section “General Information”, we provide additional information on the participation in the General Meeting.

 

There shall be no distance voting under ICVM 481 for the purpose of the Meeting.

 

Foreign Shareholder Attending General Meetings

 

Foreign Shareholders must submit the same documentation as Brazilian shareholders, provided that the documents are notarized, legalized by the consulate and apostilled, as the case may be, and accompanied by a sworn translation.

 

Forwarding of Documentation

 

With the purpose of expediting the works of the General Meeting, the required documents in the items above, which allow for the participation or representation of the Shareholder in General Meetings, are requested to be forwarded with at least 72 hours prior to the date scheduled for the General Meeting, to:

 

Braskem S.A.

C/O Isis Azevedo Diniz- Legal Department

Rua Lemos Monteiro, 120 – 22º andar - Butantã

05501-050 - São Paulo – SP - Brazil

 

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However, it is worth stressing that, under paragraph 2 of article 5 of CVM Ruling 481, the shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not delivered them in advance, as requested by the Company.

 

The Company shall not accept powers of attorney granted by Shareholders through electronic means.

Vote obstructions

 

Pursuant to the Joint-Stock Companies Law (n° 6.404/1976), a shareholder may not vote on resolutions of the general meeting related to the appraisal report of assets which he contributed to form the company’s capital stock and to the approval of his management accounts, or on any other resolutions which may specifically benefit him or in which he and the company have conflicting interests.

 

If any of the attending shareholders claims an alleged conflict of interests of a shareholder, which prevents him from voting in the meeting, or, in another legal event of vote obstruction (including, as the case may be, separated voting for the election of a Board of Directors or Fiscal Council member), and if the shareholder himself has not declared his obstruction, the chairman or the secretary of the general meeting shall suspend the resolution to listen to and receive such allegation, together with any counterclaims of such shareholder, before voting on the matter. The chairman of the meeting himself may, if he verifies a vote obstruction, request a clarification on the situation from the shareholder before voting the matter.

 

In line with the understanding of the CVM, in situations in which the vote obstruction is unequivocal and the shareholder does not abstain from voting, the chairman of the meeting has the power to declare such obstruction, and he is not allowed to obstruct the vote in other situations, without prejudice to the legal provisions on the possible annulment of the vote cast.

 

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CALL NOTICE

 

BRASKEM S.A.

C.N.P.J. No. 42.150.391/0001-70

NIRE 29300006939

A Publicly-Held Company

 

EXTRAORDINARY GENERAL MEETING

OF OCTOBER 16, 2018

 

 

Shareholders of BRASKEM S.A. (“Shareholders” and “Company”, respectively) are hereby called to attend the Extraordinary General Meeting that will be held on October 16, 2018, at 10:00 a.m., at the Company’s headquarters located at Rua Eteno, nº 1.561, Pólo Petroquímico, in the City of Camaçari, State of Bahia (“Meeting”), in order to resolve on the following Agenda:

 

1)                 Change of members of the Company’s Board of Directors due to: (i) the appointment of Mr. João Carlos Trigo de Loureiro, current effective member of the Board of Directors, for one of the open seats for alternate member of the Company’s Board of Directors; and (ii) appointment of three (3) new members for the Company’s Board of Directors, two (2) of which as effective members and one (1) as alternate member, all of them appointed by the shareholder Petróleo Brasileiro S.A. – Petrobras (“Petrobras”), for the remaining ongoing term, which shall end upon the Annual General Meeting that will resolve on the Company’s financial statements of the fiscal year to be ended on December 31, 2019

 

2)                 Amendment to article 4 of the Company’s Bylaws as a result of the share conversion exercised by a minority shareholder of class “B” preferred shares; and

 

3)                 Amendment to article 26, item (xviii) of the Company’s Bylaws, in order to change the definition of related parties, which will observe the Company’s policy on the matter and will no longer contain the exception of the agreements for the supply of raw material, and to increase the minimum thresholds for board approval.

 

Camaçari/BA, September 26, 2018.

 

Marcelo Moses de Oliveira Lyrio

Chairman of the Board of Directors

 

 

 

 

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General Information:          

 

1)                 The Management Proposal (“Proposal”) contemplating all documentation related to the matters included in the Agenda, the documents provided for in CVM Ruling No. 481, of December 17, 2009, as amended (“CVM Ruling 481”) and other relevant information for the exercise of voting rights in the Meeting, were made available to the Company’s Shareholders on this date, as provided for in CVM Ruling 481, and can be accessed on the websites of the Brazilian Securities and Exchange Commission (“CVM”) ( www.cvm.gov. br) and of the Company ( www.braskem-ri.com.br ). The documents referred to in articles 10 and 11 of CVM Ruling 481 were duly presented to the CVM through the Empresas.Net System.

 

2)                 The Shareholder’s participation may be in person or through a duly appointed attorney-in-fact. With a view to expedite the works of the Meeting, the Company’s Management requests that the Shareholders file the following documents with the Company, at the offices located at Rua Lemos Monteiro, 120, 22º andar, CEP 05501-050, São Paulo, SP, at least 72 hours prior to the date scheduled for the Meeting: (i) a certificate issued by the depositary financial institution for the book-entry shares held thereby, evidencing the ownership of the shares within eight (8) days prior to the date scheduled for the Meeting; (ii) a power of attorney, duly regularized in accordance with the law, in the event of representation of the Shareholder, with acknowledgment of the signature of the grantor, notarization, legalization by the consulate or apostille (as the case may be) and sworn translation, accompanied by the instrument of incorporation or bylaws or articles of association, minutes of election of the Board of Directors (if any) and minutes of election of the Executive Office, if the Shareholder is a legal entity; and/or (iii) with regard to the Shareholders taking part of the fungible custody of registered shares, a statement of the respective ownership interest, issued by the competent body. The Shareholder or his/her legal representative shall attend the Meeting in possession of the proper identification documents. However, it is worth stressing that under paragraph 2 of article 5 of CVM Ruling 481, the Shareholder that attends the Meeting with the required documents may participate and vote, even if he/she has not delivered them in advance, as requested by the Company. The Company shall not accept powers of attorney granted by Shareholders through electronic means.

 

 

3)                 Based on the Health, Security and Environment (HSE) Standards in force in the Company’s headquarters, which set forth the guidelines to control the access and movement of people and vehicles in the indoor and outdoor areas of the headquarters, we kindly request the Shareholders, and also their legal representatives in the Meeting called herein, to arrive at least 30 minutes before the time such Meeting is scheduled to start, in order to ensure observance of the procedures of training on the basic SSMA instructions in force in the Company, which are available for consultation at its headquarters.

 

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RELATED DOCUMENTS AND LINKS

 

 

 

 

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ATTACHMENT 1: FORM OF POWER OF ATTORNEY - INDIVIDUAL

 

 

 

POWER OF ATTORNEY

 

By this private instrument and pursuant to law, __________________________, resident and domiciled at _________________, enrolled in the Individual Taxpayers’ Register of the Ministry of Finance (CPF/MF) under No. __________________, appoints and constitutes as its attorney-in-fact _____________________________, to which it grants special powers to represent the interests of the Grantor in the Extraordinary General Meeting of Braskem S.A., with headquarters located at Rua Eteno, nº 1561, Complexo Petroquímico de Camaçari, CEP 42.810-000, Municipality of Camaçari, State of Bahia, enrolled in the National Register of Legal Entities (CNPJ) under No. 42.150.391/0001-70, to be held on October 16, 2018, at 10:00 a.m., with powers to resolve, discuss and vote on the matters set forth in the agenda, to examine and approve documents and accounts, to contest, agree, sign minutes and attendance books.

 

 

________________, _____________ ____, 2018.

 

 

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ATTACHMENT 2: FORM OF POWER OF ATTORNEY – LEGAL ENTITY

 

 

 

POWER OF ATTORNEY

 

By this private instrument and pursuant to law, __________________________, with principal place of business at _________________, enrolled in the National Register of Legal Entities under No. __________________, herein represented by its undersigned Officers, appoints and constitutes as its attorneys-in-fact _____________________________, to which it grants special powers to, (jointly or individually) (regardless of order of appointment), represent the interests of the Grantor in the Extraordinary General Meeting of Braskem S.A., with principal place of business located at Rua Eteno, nº 1561, Polo Petroquímico de Camaçari, CEP 42.810-000, Municipality of Camaçari, State of Bahia, enrolled in the CNPJ under No. 42.150.391/0001-70, to be held on October 16, 2018, at 10:00 a.m., with powers to resolve, discuss and vote on the matters set forth in the agenda, to examine and approve documents and accounts, to contest, agree, sign minutes and attendance books.

 

 

________________, _____________ ____, 2018.

 

 

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SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: October 2, 2018

	BRASKEM S.A.
	By:	/s/     Pedro van Langendonck Teixeira de Freitas
		Name:	Pedro van Langendonck Teixeira de Freitas
		Title:	Chief Financial Officer

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