BAK · Braskem S.A.

The New Shareholders’ Agreement fundamentally restructures Braskem’s governance by establishing joint control between Petrobras and FIP, replacing prior arrangements tied to the Novonor judicial reorganization transaction. Consensus is mandatory for all key decisions through Preliminary Meetings, with binding voting commitments for appointed directors, ensuring aligned strategic direction while preserving independence for the 3 elected Independent Directors. Board composition balances power with 11 seats split equally, supported by permanent statutory committees where each party appoints at least one member. The Executive Board’s fixed 8 roles, with predefined allocations and rotations for CEO and Chief Corporate Affairs Officer, institutionalizes shared management influence. Transfer restrictions protect control: FIP faces a lock-up until the Financial Target—consolidated Net Debt/EBITDA of 2.5x or lower over three consecutive quarters—is met, followed by ROFR, tag-along, and adhesion requirements. Early termination triggers include sub-50% combined ownership or FIP transfers exceeding 5%. Upon Financial Target achievement, mandatory migration to B3’s premium Novo Mercado segment signals commitment to enhanced governance standards. Effective only post-Transaction closing (subject to judicial approvals), this 30-year pact shapes Braskem’s long-term decision-making and stability for investors.