The Board of Directors of Petrobras approved the sale model of up to 100 percent of the preferred shares it holds in Braskem SA (Braskem), to be conducted through a secondary public offering(s) of shares (follow-on), in collaboration with Novonor SA and NSP Investimentos SA (both referred to as Novonor), dubbed the Offer.
Petrobras also signed a Term Sheet with Novonor, which establishes guidelines for Braskem’s migration to the Novo Mercado, the highest level of corporate governance at B3 SA – Brazil, Bag, Counter, in addition to providing instruments for their commitment to carry out the Offer.
As a first step, Petrobras and Novonor will request that Braskem conduct the necessary migration studies and analyses, which must include the performance of certain acts, including the necessary governance adaptations with the respective corporate approvals, in addition to the request already submitted by Novonor. A new Shareholders’ Agreement will be negotiated and signed as part of the migration.
Petrobras and Novonor express their desire to sell their respective remaining equity interests (common shares) in Braskem via the aforementioned Term Sheet after migrating to the Novo Mercado.
As part of the Term Sheet commitments, Petrobras and Novonor also signed an amendment to the current Braskem Shareholders’ Agreement, which provides for a future change in the discipline of Braskem’s preemptive rights in new petrochemical business.
All acts required to carry out this Offer, including the structure(s) required to carry it out, will be subject to the approval of Petrobras’ internal bodies, particularly the price and effective percentage of the shares to be offered, as well as the analysis and approval of the respective regulatory bodies, in accordance with applicable legislation.
This communication does not constitute Braskem’s effective migration to the Novo Mercado and should not be construed as an announcement of an Offering of securities for sale in Brazil or any other foreign market, which will be contingent on favorable market conditions. This notice is provided for informational purposes only, in accordance with applicable regulations, and should not be construed as an investment recommendation, an offer for sale, or a solicitation or offer to purchase Petrobras or its Braskem investee securities.
Petrobras will keep its shareholders and the market in general informed of developments relevant to the matters discussed herein in accordance with applicable legislation and regulations. This operation is consistent with portfolio management and the enhancement of the company’s capital allocation, with the goal of maximizing value and increasing societal return.