Parties

Odebrecht S.A. (“Seller”), Odebrecht Utilities S.A. (“OU”) and Braskem S.A. (“Braskem”).

Relationship with the issuer

Seller directly and indirectly holds shares representing a total of approximately 50.1% of the voting capital stock and 38.3% of the total capital stock of Braskem.

Purpose

Acquisition, by Braskem, (a) of one million, two hundred sixty-nine thousand, two hundred ninety (1,269,290) common shares issued by Cetrel S.A. (“Cetrel”), all registered and without par value, representing 63.66% of Cetrel’s total and voting capital, and (b) indirectly, of the controlling interest in Distribuidora de Água Camaçari S.A. (“DAC”), considering that all shares issued by DAC are currently held by Cetrel. (“Transaction”).

Main terms and conditions

Price: The reference price paid by Braskem to Seller on October 2, 2017 was six hundred and ten million reais (R$610,000,000), which is still subject to adjustment for the final working capital and final net debt amount for settlement purposes, to be determined in the audited financial statements;

Conditions Precedent: The Transaction is pending the verification of certain conditions precedent, including: (i) approval by Braskem’s Annual Shareholders’ Meeting; and (ii) the transfer, to Cetrel, of all incineration and co-processing activities of Cetrel-Lumina Tecnologia e Engenharia Ambiental Ltda. (Corporate Taxpayer ID – CNPJ no. 07.981.796/0001-50) and its respective assets.

Joint Liability: The obligations of the Seller and OU established in the Share Purchase and Sale Agreement and Other Covenants (“Agreement”) are jointly undertaken by both, expressly waiving any of the typical benefits, including obligations to indemnify Braskem as provided for in the agreement.

Agreement execution date

The Agreement was signed on March 22, 2017, the 1^st Amendment to the Agreement was signed on June 30, 2017, and the 2^nd Amendment to the Agreement was signed on July 21, 2017.

Settlement was on October 2, 2017, after the Conditions Precedent were fulfilled.

Any participation by the counterparty, its partners or managers in the issuer’s decision-making process or in the negotiation of the transaction as representatives of the issuer

Seller, its partners and managers did not participate in Braskem's decision process or in the negotiations for the Transaction as Braskem representatives.

The Transaction was approved by the Board of Directors on January 27, 2017, with the director, who is a manager of Seller, abstaining from voting.

Also in this regard, the Transaction was approved in Braskem's Extraordinary Shareholders' Meeting held on September 29, 2017, with Seller and the shareholder Odebrecht Serviços e Participações S.A., an indirect subsidiary of the Seller, abstaining from voting.

Detailed justification of the reasons why the management of the issuer believes the transaction was carried out on an arm’s length basis or involves adequate compensatory payment

All terms and conditions of the Transaction were negotiated in accordance with market standards and on an arm’s length basis, supported by the valuation reports of Cetrel's shares prepared by specialized independent companies, in accordance with governing law. Furthermore, specialized independent companies were engaged to provide complementary studies to support the Transaction's valuation.