Exhibit 4.04
PROTOCOL AND JUSTIFICATION OF THE OPERATION OF INCORPORATION OF OPP PRODUTOS
PETROQUIMICOS S.A. BY COPENE - PETROQUIMICA DO NORDESTE S.A.
Made by and between
COPENE - PETROQUIMICA DO NORDESTE S.A., a company with headquarters at Xxx Xxxxx
xx. 0.000, xxxx xx Xxxxxxxx, xxxxx xx Xxxxx, enrolled at the CNPJ/MF under #
42.150.391/0001-70, NIRE # 00.000.000.000, herein represented according to its
By-laws, hereinafter simply referred to as "INCORPORATOR";
and
OPP PRODUTOS PETROQUIMICOS S.A., a company with headquarters at Xxx Xxxxx xx.
0.000, xxxx 00, xxxx xx Xxxxxxxx, xxxxx xx Xxxxx, enrolled at the CNPJ/MF under
# 04.406.103/0001-70, NIRE # 00.000.000.000, herein represented according to its
By-laws, hereinafter simply referred to as "INCORPORATED";
INCORPORATOR and INCORPORATED are jointly referred to as "PARTIES",
and also
ODEBRECHT S.A., a joint stock company with headquarters at Av. Xxxx Xxxxx Xxxxx,
no. 2.841, Paralela, Salvador, BA, enrolled at the CNPJ/MF under #
15.105.588/0001-15, herein represented by its Directors, Xxxxx Xxxxxxx Xxxxxxx
Xxxxx and Xxxxxx Xxxxxx xx Xxxxx hereinafter simply referred to as "ODEBRECHT";
with the purpose of promoting the incorporation into an already existing
company, according to articles 224 and 225 of Law # 6.404 dated December 15,
1976.
Whereas:
(i) Groups Odebrecht and Xxxxxxx won the bid of the so-called Economico S.A.
Empreendimentos Assets, implemented on July 25, 2001, thus starting to hold
the control of Nordeste Quimica S.A. - Norquisa, which, in its turn,
controls the INCORPORATOR;
(ii) On July 31, 2001, Groups Odebrecht and Xxxxxxx disclosed their intention to
integrate to the INCORPORATOR certain second generation assets with a view
to obtain relevant synergies that the new scale can provide and,
simultaneously, eliminate prospective conflicts of corporate interest;
(iii)The INCORPORATED is a holding company that holds, either directly or
indirectly, a relevant stockholding in the "Chemical and Petrochemical
Assets of Group Odebrecht", which are comprised, among others, of the
following investments: (a) 100% of the voting capital and 81.28% of the
total capital of OPP QUIMICA S.A., producer of polyethylene and
polypropylene; (b) 64,4% of the voting capital and 36,3% of the total
capital of TRIKEM S.A., producer of PVC and chlorine-soda; and (c) 29.5% of
the voting and total capital of COPESUL - COMPANHIA PETROQUIMICA DO SUL, a
center of raw materials of the Pole of Triunfo;
(iv) According to the terms of the "Memoranda of Understanding for the Execution
of Agreement of COPENE Shareholders" entered into between the Groups
Odebrecht and Xxxxxxx, on the one hand, and Petrobras Quimica S.A. -
Petroquisa ("Petroquisa"), Petros - Fundacao Petrobras de Seguridade Social
("Petros") and Previ - Caixa de Previdencia dos Funcionarios do Banco do
Brasil ("Previ"), as relevant minority shareholders of the INCORPORATOR, on
the other hand, the process of evaluation of the INCORPORATED and
INCORPORATOR, for the purposes of determining the respective exchange
ratio, was prepared, according to the terms of art. 8th of Law 6404/76, by
an independent appraiser chosen from a list of five first class banks
appointed by Xxxxxxxxxx, Xxxxxx and Xxxxx. This way, the independent
appraiser chosen according to this system was Credit Lyonnais Securities
(USA) Inc. ("Credit Lyonnais"), which started, on October 29, 2001, the
works of evaluation with the support of consultants experienced in the
market of petrochemicals, law firms (legal and tax aspects) and also
industrial and environmental consultants; and
(v) In this context, the evaluations of the INCORPORATED and also of the
INCORPORATOR, for the purposes of determining the shares exchange ratio,
were conducted by Credit Lyonnais based on its respective economic values
verified according to the methodology of discounted cash flow. The
reference date of the evaluations was May 31, 2002 and the period of
projection of the cash flow was from 2002 to 2011, the results being
validated by the comparison with multiples of market of other national and
international companies of similar features;
The managements of the PARTIES hereby propose the incorporation of the
INCORPORATED by the INCORPORATOR by signing this Protocol and Justification of
the Incorporation ("Protocol") whit the purpose of establishing, according to
articles 224 and 225 of Law # 6.404 dated December 15, 1976, the following terms
and conditions:
1. PURPOSE OF THE OPERATION. INTEREST OF THE PARTIES IN ITS ACCOMPLISHMENT
1.1 The purpose of the operation proposed in this Protocol is to reach the
provisions of WHEREAS of this Protocol in a way to provide all the PARTIES with
(a) gains of synergy arising out of the corporate integration of second
generation chemical and petrochemical companies with the center of raw
materials, i.e., the INCORPORATOR; and (b) alignment of the interests of the
shareholders of the INCORPORATOR and INCORPORATED.
2. INCORPORATION BASES
2.1 The INCORPORATOR shall perform the incorporation of the INCORPORATED and the
accounting net assets of the latter shall be transferred to the equity of the
INCORPORATOR, which shall succeed it according to law (universal descent)
("Incorporation").
2.2 The balances of credit and debit accounts of the INCORPORATED shall be
transferred to the accounting books of the INCORPORATOR, paying attention to the
proper adaptations.
2.3 The evaluation of the INCORPORATED, for the purposes of the respective
accounting entries into the INCORPORATOR, was carried out at book value by the
specialized company mentioned in the following
item 3.1, on the reference date established in the following item 3.3, based on
the criteria foreseen in Law # 6.404 dated December 15, 1976, for the
elaboration of financial statements.
2.4 The assets, rights and obligations of the INCORPORATED to be transferred to
the INCORPORATOR are those described in details in the evaluation report, at
book value, of the net assets of the INCORPORATED to be transferred to the
INCORPORATOR.
2.5 The INCORPORATOR's management shall be in charge of practicing all acts
necessary to implement the Incorporation, and all the costs and expenses related
to said implementation shall run on its account.
2.6 The INCORPORATED shall be dissolved in full right.
3. EVALUATION OF THE EQUITY OF THE INCORPORATED AND
REFERENCE DATE OF THE EVALUATION
3.1 The indication and appointment of the specialized company
PricewaterhouseCoopers Auditores Independentes, a civil company with
headquarters in the city of Sao Paulo at Av. Xxxxxxxxx Xxxxxxxxx, no. 1.700,
from the 7th to the 11th floors and from the 13th to the 20th floors, Torre
Torino, with branch in the city of Salvador at Xxx Xxxxxx Xxxxxx, xx. 555, 9(0)
andar, secondarily registered at the Regional Board of Accountancy of the State
of Bahia under # CRC 2SP000160/O-5 "S" BA and enrolled at the Tax Roll of Legal
Entities of the Treasury Department under # 61.562.112/0004-73, with articles of
Incorporation filed at the 4th Registry of Documents of Sao Paulo, SP, on
September 17, 1956, and further amendments registered at the 2nd Registry of
Documents of Sao Paulo, SP, the last of them being filed (microfilm) under #
68.444 on April 15, 2002, represented by its partner, Xx. Xxxxx Xxxxxxx xx
Xxxxxx e Xxxx, Brazilian, married, accountant, bearer of the identity card (RG)
# 16.951.877-SSP/SP, enrolled at the CPF under # 000.000.000-00 and at the
Regional Council of Accountancy of the State of Bahia under # CRC 1SP153070/O-3
"S" BA, domiciled in the city of Salvador, Xxx Xxxxxx Xxxxxx, no. 555, 9(0)
andar, as the person in charge of preparing the accounting evaluation report
regarding the net assets of the INCORPORATED to be transferred to the
INCORPORATOR ("Accounting Evaluation Report"), shall be ratified by the Special
General Meeting of the INCORPORATOR and INCORPORATED, under the terms of article
227, section 1st of Law # 6.404 dated December 15, 1976.
3.2 PricewaterhouseCoopers Auditores Independentes is a company specialized in
accounting evaluations and its experts, at the PARTIES' managements request,
have proceeded to (i) evaluate the equity of the INCORPORATED at the book value,
based on the elements appearing on the Balance Sheets of the INCORPORATED
prepared on May 31, 2002 ("Reference Date of Incorporation"), the results
realized by the Incorporation being already calculated, thus constituting the
value of the net assets to be transferred to the INCORPORATOR, and (ii)
elaborate the Accounting Evaluation Report, which is the Exhibit 3.2 attached to
this Protocol, the values being subject to previous analysis and approval of the
shareholders of the INCORPORATOR, according to the law.
4. FULL AMOUNT OF THE NET ASSETS TO BE INCORPORATED
4.1 Based on the Accounting Evaluation Report and according to the provisions of
the following clause 5.1, the value of the accounting net assets of the
INCORPORATED to be transferred to the INCORPORATOR is of R$ 582.895.431,13.
5. TREATMENT OF EQUITY VARIATIONS UNTIL THE INCORPORATION DATE
5.1 The equity variations verified between the Reference Date of the
Incorporation and the effective incorporation, with exclusion of the results
originated by the very incorporation, shall be accounted directly in the
INCORPORATOR.
6. DISTRIBUTION OF THE SHARES RESULTING FROM THE INCORPORATION -
EXCHANGE RATIO
6.1 As a result of the Incorporation, the shareholders of the INCORPORATED shall
receive shares of the INCORPORATOR at the proportions specified below. The ratio
of exchange of shares of the INCORPORATED for shares of the INCORPORATOR was
established based on the economic values of each one of the PARTIES appearing in
the Economic Evaluation Report referred to in the following item 6.4:
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Company Current number Economic value of Economic value (in R$) "Standard" lot Exchange
of shares issued the company (in R$) per "standard" lot of of shares ratio (*)
shares
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INCORPORATOR (+) 1.737.796.398 1.694.682.729,04 975,19 1.000 -
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INCORPORATED 723.453.689 1.448.114.623,98 2.001,67 1.000 2.052592
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(+) Amount of shares of the INCORPORATOR, not considering the 54.620.037 shares on treasury.
(*) Quantity of shares of the INCORPORATOR that shall be received per each share held in the INCORPORATED.
6.1.1 Notwithstanding the fact that the INCORPORATED holds 81,28% of the total
capital of OPP QUIMICA S.A., for the purposes of evaluation, the ownership of
100% of these Chemical and Petrochemical Assets of Group Odebrecht was
considered, considering the option to purchase this remaining interest in the
capital of OPP QUIMICA S.A. at a fixed price, which option shall remain valid
after the Incorporation, and said price has been fully considered in the
indebtedness of the INCORPORATED, for the purposes of determining the exchange
ratio mentioned in this Clause.
6.1.2 Notwithstanding the fact that the INCORPORATED holds 36,3% of the total
capital of TRIKEM S.A., for the purposes of evaluation, the ownership of 38,1%
of these Chemical and Petrochemical Assets of Group Odebrecht was considered,
considering the option to purchase this remaining interest in the capital of OPP
QUIMICA S.A. at a price equal to the corrected price of alienation, still
lacking payment by Copesul - COMPANHIA PETROQUIMICA DO SUL, which option shall
be perfectly formalized and registered before the Registry of Documents before
the Incorporation, with a forecast that it shall remain valid after the
Incorporation, under the penalty of being disregarded, for the purposes of
evaluating and, as a consequence, determining the exchange ratio subject of this
Clause.
6.2 The economic values of the INCORPORATOR and INCORPORATED used as basis of
the exchange ratio established in the Economic Evaluation Report, as defined
below, include the value attributed to the passive contingencies of the
companies involved and of the Chemical and Petrochemical Assets of Group
Odebrecht, as appearing in their respective financial statements and/or
indicated briefly in an exhibit to the Economic Evaluation Report, weighted
according to the probabilities that the considered contingencies might be
incurred, according to the opinion of legal consultants hired for this purpose
and of JP Meio Ambiente, in respect to the contingencies of environmental
nature. For conservatism reasons, active superveniences of the INCORPORATED, of
the Chemical and Petrochemical Assets of Group Odebrecht
and of the INCORPORATOR were not considered for the purposes of defining their
respective economic values.
6.2.1 ODEBRECHT as controller of the PARTIES involved, declares that the values
of the passive contingencies of the INCORPORATED and of the companies
controlled, either directly or indirectly, by the INCORPORATED, identified in
the exhibit to the Economic Evaluation Report (as defined below), are reflected
in the audited financial statements of the INCORPORATED.
6.2.2 In compensation for the non-utilization of active superveniences of the
INCORPORATED for the purposes of determining its economic value by the time of
the incorporation, the rights arising out of an eventual credit that might be
acknowledged by a legal decision in the action # 2001.34.00.029764-8, in
progress at the 8th Federal Court of Brasilia and action # 99.0000.152-8, in
progress at the 15th Federal Court of Rio de Janeiro, both of them against
Centrais Eletricas Brasileiras S.A. - Eletrobras, shall be assigned to the sole
shareholder of the INCORPORATED, being that said assignment, for all legal
effects, shall be effective from the incorporation.
6.3 The shareholder of the INCORPORATED shall not exercise the right of recess
in the Incorporation. It is also worth pointing out that the INCORPORATED issued
subordinate debentures on May 31, 2002, convertible into preferred shares issued
by it, which shall be held by only one debenture holder. In compliance with
article 231 of Law 6404/76, the holder of the debentures issued by the
INCORPORATED has already consented to the Incorporation, as appearing in the
"Private Instrument of Deed of Private Issue of Subordinate and Convertible
Debentures, without Guarantees, of OPP Produtos Petroquimicos S.A." ("Deed of
Issue of Debentures OPP-PP"). The indebtedness of the INCORPORATED represented
by the debentures subject of the Deed of Issue of Debentures OPP-PP was fully
considered in its evaluation and, therefore, for the purposes of determining the
exchange ratio mentioned in this clause.
6.4 At the meeting of the Managing Board of the INCORPORATOR held on October 31,
2001, the Board of Directors ratified the hiring of Credit Lyonnais, with office
at 0000 Xxxxxx xx xxx Xxxxxxxx, as the investment bank in charge of performing
(i) the economic evaluation of the PARTIES for the purposes mentioned in the
above item 6.1 and (ii) the elaboration of the Economic Evaluation Report
constituting exhibit 6.4 attached to this Protocol, and said appointment is
subject to ratification by the Special General Meeting of the INCORPORATOR and
the values, appearing in the Economic Evaluation Report, subject to previous
analysis and approval by the shareholders of the INCORPORATOR, according to the
law.
7. INCORPORATOR'S CAPITAL INCREASE
7.1 As a result of the Incorporation, the corporate capital of the INCORPORATOR
shall increase from the current R$ 1.201.589.666,71 to R$ 1.784.485.097,84,
therefore an increase of R$ 582.895.431,13. The increase of the corporate
capital of the INCORPORATOR will be made upon the issue of 1.484.955.464 new
shares, being 535.763.077 common shares and 949.192.387 class A preferred
shares, with the same rights and advantages attributed according to the by-laws
of the INCORPORATOR.
7.2 The Incorporation of the INCORPORATED shall occur at the same General
Meeting that shall approve the incorporation, by the INCORPORATOR, of 52114
Participacoes S.A., a holding company that holds 100% of the "Chemical and
Petrochemical Assets of Group Xxxxxxx". In this context, the corporate capital
of the INCORPORATOR, by the end of the process of Incorporation, is estimated to
be R$ 1.845.398.533,72
divided into 1.226.091.148 common shares and 2.172.222.076 preferred shares,
being 2.160.764.336 class A preferred shares and 11.457.740 class B preferred
shares.
7.3 Considering that the INCORPORATED issued debentures convertible into
preferred shares, as mentioned in the above item 6.3, as a result of the
Incorporation, the INCORPORATOR shall appear as issuer of said debentures. As
provided for in clause 3.6.8 of the Deed of Issue of Debentures OPP-PP, the
criteria of conversion to be applied to this conversion of the debentures into
shares representing the corporate capital of the INCORPORATOR shall be changed
by means of an amendment to the Deed of Issue of Debentures OPP-PP and shall
take into account the terms and conditions of the incorporation of the
INCORPORATED by the INCORPORATOR. In view of the amendment, clause 3.6.1 of the
Deed of Issue of Debentures OPP-PP shall read as follows: "The Debentures may be
converted at any time, at the discretion of the debenture holders, at their Par
Value added by Compensation, at the conversion price of R$ 975,19/thousand
shares of the Issuer. Said price of conversion shall be corrected according to
the same criteria of correction of the Par Value. In the operations of
conversion where there is no equivalence of values and the debenture holder
becomes the creditor of an amount lower than the amount of a share of the
Issuer, the Issuer, simultaneously to the conversion, shall pay, in cash, the
value of the fraction of share payable to the debenture holder." The debentures
shall be convertible into class A preferred shares of the INCORPORATOR, up to
the limit allowed by the structure of capital of the INCORPORATOR by that time
and, from then on, the proportion of 1/3 and 2/3 between common and preferred
shares shall be observed.
7.4 It is also worth pointing out that, as foreseen in clause 3.6.9 of the Deed
of Issue of Debentures OPP-PP, if the Incorporation is approved by the
shareholders of the INCORPORATED and INCORPORATOR, the holders of the debentures
on the date of the Incorporation shall be obliged to grant to the shareholders
of the INCORPORATOR, holders of common or preferred shares, the right to
purchase a part of the debentures, at the proportion of the corporate capital of
the INCORPORATOR held by each one after the Incorporation. The right to purchase
debentures to be granted by the debenture holders may be exercised by the
shareholders of the INCORPORATOR within the non-extendable term of 30 (thirty)
days as of the publishing of notice to the shareholders of the INCORPORATOR
about the granting of the right to purchase debentures. The purchase price of
the debentures subject of the purchase option shall be the Par Value (as defined
in the Deed of Issue of Debentures OPP-PP) added by Compensation (as defined in
clause 3.14 of the Deed of Issue of Debentures OPP-PP) they deserve, up front
and in national currency. For the purposes of establishing the purchase price of
the debentures, the Compensation will be calculated pro rata temporis from the
Date of Issue (as defined in the Deed of Issue of Debentures OPP-PP) until the
date of purchase of said debentures.
7.5 Finally, as a result of the Incorporation and of the amendment to the Deed
of Issue of Debentures OPP-PP, as proposed in the above item 7.3, the authorized
capital established in the first paragraph of article 4th of the By-laws of the
INCORPORATOR shall be amended in order to include the value of the increase in
the corporate capital of the INCORPORATOR in case the right to convert
debentures into shares of the INCORPORATOR is exercised, under the terms to be
established in the annex to the Deed of Issue of Debentures OPP-PP.
8. INDEMNIFICATION
8.1 ODEBRECHT herein irrevocably commits itself to indemnify, defend and hold
INCORPORATOR harmless in respect to any and all loss, damage, cost, fine,
penalty or expense (including interests, fine, monetary correction, lawyer's
fees and legal costs)("Loss") that might be incurred by the INCORPORATOR
and/or its controlled companies, either direct or indirect, as a result of any
and all obligation, either contingent or absolute, arising out of the
INCORPORATED and/or its controlled companies, either direct or indirect,
including, but not limited to labor, tax, environmental, social security, civil,
insurance and/or financial nature ones resulting from agreements executed, acts
practices, facts or omissions occurred before and/or on the date of approval of
the Incorporation by the shareholders of the INCORPORATOR at the General Meeting
referred to in the above Clause 7.2 ("SGM Date"), observing that XXXXXXXXX's
obligation to indemnify the INCORPORATOR does not include the obligations
appearing in the Economic Evaluation Report and/or its respective exhibits of
legal and environmental audit, provided, in any case, the provisions of the
following clauses 8.2 and 8.2.1 and 8.2.2 are observed.
8.1.1 The indemnification referred to in the above Clause 8.1, subject to the
provisions of clauses 8.2 and 8.2.1, shall be paid by ODEBRECHT to the
INCORPORATOR in cash, within the term of 30 (thirty) days from the date on which
the INCORPORATOR and/or the direct or indirect controlled companies of the
INCORPORATED, as the case might be, effectively incur(s) in Loss or make(s) the
disbursement related to the respective Loss, whatever occurs first. The
indemnifications foreseen herein will be added by all taxes, costs and expenses
eventually falling or incurred in a way that the equity and value of the
INCORPORATOR are reconciled as if the Loss had not been incurred.
8.1.2 Every semester, the INCORPORATOR shall make available to its shareholders
represented in the Managing Board and to the members of the Managing Board a
report informing (i) the credits received in view of the active superveniences
of the INCORPORATED and their controlled companies, either direct or indirect,
transferred to the INCORPORATOR and (ii) the Losses incurred and
indemnifications paid under the terms of this Clause, it being right that
shareholders holding, jointly or individually, at least 5% (five per cent) of
the voting capital of the INCORPORATOR shall be entitled to, during the 30
(thirty) days following the delivery of said report, request and receive, from
the INCORPORATOR, information about the defense and/or questions about any
prospective Losses, as well as the documentation related to Losses incurred and
to the respective indemnification.
8.2 ODEBRECHT's obligation to indemnify set forth in the above Clause 8.1 is
subject to the following limitations and ODEBRECHT is in charge of indemnifying
the INCORPORATOR for Losses: (i) at a value proportional to the stockholding of
the INCORPORATED in its direct or indirect controlled company(ies) if the Loss
is incurred by this Asset, provided that, in the case of OPP QUIMICA S.A. and of
TRIKEM S.A., the indemnification payable shall correspond to 100% (one hundred
per cent) and 38.1% (thirty-eight point one per cent), respectively, of the Loss
incurred; (ii) whose individual value is equal to or higher than R$
25.000.000,00 (twenty-five million reais), annually corrected by the IGP-M,
provided that, if there are multiple Losses related to or arising out of one or
a series of occurrences or events of the same nature, the value of the Losses
resulting from each one of these events shall be added for the purposes of
determining if they meet the limit established in this item (ii); and (iii) that
are claimed, filed or collected from the INCORPORATOR and/or the direct or
indirect controlled companies of the INCORPORATED, by whom it may concern, by
any means admitted in court or thereout, during the term of 5 (five) years from
the SGM Date.
8.2.1 ODEBRECHT's obligation to indemnify the INCORPORATOR under the terms of
this Clause shall be reduced by the value of the "Credits Used - Active
Superveniences" existing on the date on which the Loss is incurred, up to the
limit of this value. For the purposes foreseen herein, "Credits Used - Active
Superveniences" mean effective credits already used by the INCORPORATOR and/or
its controlled companies, either direct or indirect, net of income tax,
contributions and other deductions incurred on
account of or with a view to their reception or acknowledgement, related to
facts or acts occurred until the SGM Date, in any case arising out of the active
superveniences of the INCORPORATED or its controlled companies, either direct or
indirect, expressly related in the Exhibit - Economic Evaluation Report, and,
also, whose constitution or acknowledgement has arisen out of a final legal
decision transited in rem judicatam. The partial or total liquidation of any
ODEBRECHT obligation of indemnifying the INCORPORATOR upon the deduction by
Credits Used - Active Superveniences, under the terms of this Clause, shall be
effected under resolution, to the extent that, if an action for rescission is
proposed in respect to any of the Credits Used - Active Superveniences used and
this action manages to deconstitute it by any means and at any time, ODEBRECHT
shall indemnify the INCORPORATOR in full for the Loss payable, whose original
value shall be added by the variation of the Interbanking Deposit Certificates -
CDI from the date on which the Loss has been incurred until the date of the
effective indemnification.
8.2.2 If the value of the Credits Used - Active Superveniences is higher than
the amount of the Loss, ODEBRECHT shall have a creditor balance deductible from
its eventual obligation of indemnifying the INCORPORATOR, corresponding to the
difference between (i) the Credits Used - Active Superveniences and (ii) the
Loss, being that said creditor balance shall be used exclusively for the
purposes of deducting eventual Losses verified during the life of this Clause 8.
After the end of the indemnification term foreseen in this Clause 8 and the
liquidation of the Losses, an eventual creditor balance shall be automatically
extinct for all legal effects.
9. CONCLUSION
9.1 Messrs. Shareholders of the INCORPORATED and INCORPORATOR, these are the
norms and procedures that, according to the law, we have formulated in order to
rule this operation of incorporation, which the respective Boards of Directors
consider as being of corporate interest.
Camacari, July 26, 2002.
COPENE - PETROQUIMICA DO NORDESTE S.A.
(signed: illegible)
(signed: illegible)
OPP PRODUTOS PETROQUIMICOS S.A.
(signed: illegible)
(signed: illegible)
ODEBRECHT S.A.
(signed: illegible)
(signed: illegible)
Seal: BOARD OF TRADE OF THE STATE OF BAHIA - JUCEB
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I hereby certify the record on 08/20/2002, under # 96392385, protocol
02/177685-7 Company: 29 3 0000693 9
BRASKEM S/A
(signed: illegible), Xxxxxxx Xxxxx Xxxxx, General Secretary
Stamp: JUCEB
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It is according to its original.
(signed: illegible), clerk
On 08/16/02
Annex: