Braskem SA – ‘6-K’ for 7/1/04 – EX-99.2

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Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of a Foreign Private Issuer -- form6k           3      8K 
 2: EX-99.1     Financial Management Policy                           11     39K 
 3: EX-99.2     General Extraordinary Shareholders Meeting             6     28K 

EX-99.2   —   General Extraordinary Shareholders Meeting

EX-99.2
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BRASKEM S.A.
 National Registry of Legal Entities (C.N.P.J.) No. 42.150.391/0001-70
Commercial Registry (NIRE) No. 29300006939
Public Company

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS' MEETING HELD ON JUNE 15, 2004

1) DATE: June 15, 2004. 2) TIME: 02:00 p.m. 3) CONVOCATION: Notice of           
Convocation published pursuant to Article 124 of Law No. 6,404/76, in the       
Official Gazette of the State of Bahia on May 28, 29 and 30, and on June 1,     
2004, in the newspaper "A Tarde" on the issues dated May 28, 29 and 31, 2004,   
and for purposes of a wider dissemination, also published in the newspaper      
"Gazeta Mercantil" on May 28, 29, 30 and 31, 2004 and on June 1, 2004, in       
accordance with Brazilian Securities Commission (CVM) Instruction No. 207/94. In
order to comply with CVM Instruction No. 358/2002, the "Relevant Fact" was also 
published in the Official Gazette of the State of Bahia and in the newspapers "A
Tarde" and "Gazeta Mercantil" on May 28, 2004. 4) ATTENDANCE: Shareholders      
representing more than eighty-five percent (85%) of Braskem's voting capital;   
Mr. Manoel Mota Fonseca, representing Braskem's Fiscal Council, which issued its
favorable opinion regarding the approval of the subject matter for this         
Shareholders' Meeting, for purposes of complying with the provisions of Article 
163 (III) and Article 164 of Law No. 6,404/76; and Mr. Pedro Teixeira and Mrs.  
Patricia Soares Nogueira, both representing Braskem's Board of Directors. 5)    
PANEL: Presiding - Mrs. Anna Cecilia de Magalhaes Coutinho Dutra da Silva;      
Secretary - Mrs. Ana Patricia Soares Nogueira, both appointed in accordance with
Article 17 of Braskem's By-laws. 6) AGENDA: (I) to authorize the issue (the     
"Issue") of non-convertible and partially secured debentures (the "Debentures") 
by the Company, pursuant to Article 52 et. seq. of Law No. 6,404/76 and other   
applicable laws; (II) to grant Braskem's Board of Directors the powers to amend,
if necessary, any matters referred to in the second section of the 1st paragraph
of Article 59 of Law No. 6,404/76; (III) to authorize the increase of the Issue 
amount up to 20%, in accordance with the 2nd Paragraph of Article 14 of CVM     
Instruction No. 400/2003, and authorize Braskem's management to take any actions
required for that purpose pursuant to the Issue documents; (IV) to authorize    
Braskem's Board of Executive Officers to take any actions required to register  
the Issue with the CVM and other applicable authorities, and to draft the Deed  
of Issuance for the Debentures, execute the Pledge Agreement, execute any and   
all documents in connection with the Issue, engage rating agencies, and         
financial institutions authorized to trade securities in the securities stock   
market to place the Debentures, and engage financial institutions to act as     
trustee, collateral agent, clearing and transfer agent and paying agent and     
stipulate their respective compensations; and (V) to confirm and ratify any and 
all actions performed by the Board of Executive Officers before the date hereof 
in connection with the Issue. 7) RESOLUTIONS: The shareholders authorized the   
drafting of these Minutes in                                                    

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summary form and their publication without the signatures of the attending      
shareholders, in accordance with Article 130 of Law No. 6,404/76. The subject   
set forth in the Meeting's Agenda was discussed and voted and the following     
RESOLUTIONS were adopted by a majority of the shareholders in attendance, except
for the abstention of Fundacao Petrobras de Seguridade Social - PETROS: (I) To  
authorize the issue of the Debentures for public distribution, being it the 12th
issue of debentures carried out by the Company, and unanimously approve the     
draft of the Deed of Issuance for the Debentures, which is hereby initialized by
the members of the Panel and filed at Braskem's headquarters (the "Deed "), with
the following terms and conditions: 1 - Total Issue Amount: The Total Issue     
Amount is three hundred million reais (R$300,000,000.00) on the Issue Date (as  
defined below), which amount may be increased at the Company's discretion and   
subject to the provisions set forth in item 3 below, up to three hundred and    
sixty million reais (R$360,000,000.00) on the Issue Date. 2- Par Value: The     
Debentures shall have a par value of one hundred thousand reais (R$100,000.00)  
on the Issue Date (the "Par Value"). 3- Amount: Three thousand (3,000)          
Debentures shall be issued. According to the 2nd Paragraph of Article 14 of CVM 
Instruction 400 of December 29, 2003, the amount of debentures to be issued may 
be increased, at the Company's discretion and without submitting a new          
application to CVM, up to six hundred (600) Debentures ("Additional             
Debentures"). 4- Series: This Issue shall be carried out in a single series. 5- 
Type: The Debentures will be nominative, book-entry securitites, without any    
coupons or certificates. 6- Convertibility: The Debentures will not be          
convertible into shares. 7- Security: The Debentures are partially secured, in  
accordance with Article 58 of Law No. 6,404/76. 8- Issue Limit: The Issue will  
comply with the limit described in Article 60 of Law No. 6,404/76, in light of  
the fact that: (i) Braskem's share capital on the date hereof amounts to two    
billion, one hundred and ninety-two million, eighteen thousand, two hundred and 
ninety-three reais and eighty-four cents (R$2,192,018,293.84); and (ii) the sum 
of (a) the Debentures, plus (b) the outstanding debentures of Braskem's 10th    
issue of debentures in the amount of three hundred and one million, six hundred 
thousand reais (R$301,600,000.00), plus (c) the outstanding debentures of       
Braskem's 11th issue of debentures in the amount of one billion and two hundred 
million reais (R$1,200,000,000.00), equals the total aggregate amount of one    
billion, eight hundred and one million, six hundred thousand reais              
(R$1,801,600,000.00). 9- Security - Pledge of Receivables: In order to secure   
Braskem's obligations under the Deed and the Agreement for the Pledge of        
Receivables and Other Covenants (the "Pledge Agreement"), which, for all        
purposes, is made an integral part of the Deed, and the obligations to reimburse
the Debenture holders and/or the trustee for all amounts disbursed in connection
with the creation, maintenance and enforcement of the Pledge (as defined below),
all such obligations herein jointly referred as the "Obligations", the Company  
will create, in accordance with the terms of the Pledge Agreement and applicable
laws, on behalf of the Debenture holders, indivisibly and with the same level of
preference, pursuant to Articles 1.451 et. seq. of the Brazilian Civil Code, a  
pledge (the "Pledge") on: (i) one hundred percent (100%) of the Long-Term       
Receivables (as                                                                 

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defined below) described in Exhibit I to the Pledge Agreement (the "Pledged     
Long-Term Receivables"), and (ii) all monies deposited at Braskem's bank account
No. 33860-3 at Banco Itau S.A. (the "Collateral Agent ") Branch 2001 (the       
"Escrow Account"), regardless of the clearance stage of such monies (the        
"Pledged Bank Receivables"). Until the full payment of the Obligations, the     
amount of the Pledged Receivables (as defined below) must be at all times       
equivalent to at least fifty percent (50%) of the balance of the outstanding    
Debentures, or the sum of (a) the Par Value plus (b) the Consideration (as      
defined below) to be calculated pro rata temporis from the Issue Date (as       
defined below) or from the date on which the last payment of the Consideration  
was made to the date the Consideration is calculated, plus (c) the Default      
Charges (as defined below) to be calculated in accordance with the provisions of
the Pledge Agreement (the "Minimum Limit"). Subject to the provisions of the    
Pledge Agreement as to the requirements to meet the Minimum Limit, the Company  
will create a Pledge on the following Credit Rights (as defined below) and      
Quotas (as defined in the Pledge Agreement), which, once pledged, shall be      
referred to, together with the Pledged Long-Term Receivables, for purposes of   
the Pledge Agreement, as "Pledged Receivables": (i) one hundred percent (100%)  
of the receivables that are pledged pursuant to the Pledge Agreement, held by   
the Company against Customers (as defined in the Pledge Agreement), as a result 
of the sale of petrochemicals, fuel and/or utilities manufactured and supplied  
in the regular course of Braskem's business (the "Products"), based on (a)      
Products supply agreements with terms no longer than one year, entered into     
between the Company and its Customers (the Supply Agreements"), including the   
respective Supply Agreements and other documents and titles representing such   
credits (the "Long-Term Receivables"), and/or (b) sales of Products delivered by
the Company and accepted by the relevant Customers, including the respective    
documents and titles representing such credits (the "Short-Term Receivables"    
and, together with the Long Term Receivables, the "Receivables"); provided that 
any of the Receivables that are pledged by Braskem will also be considered      
Pledged Receivables; and (ii) the quotas of financial investment funds or of    
funds that invest in quotas of investment funds described in the Pledge         
Agreement. 10- Placement: The Debentures shall be the subject of a public       
distribution performed by financial institutions authorized to trade securities 
in the Brazilian securities distribution system, under a firm guarantee         
underwriting, and, in case of any Additional Debentures, on a best efforts      
basis. 11- Listing: The Issue shall be listed on the secondary market at BOVESPA
FIX System and SND. 12- Issue Date: The issue date of the Debentures will be    
June 1, 2004 (the "Issue Date"). 13- Term and Maturity Date: The Debentures will
have a sixty-month term as of the Issue Date, maturing on June 1, 2009 (the     
"Maturity Date"). 14- Subscription Term: Subject to the successful registration 
of the Issue with the CVM and the publication of the distribution commencement  
notice, the Debentures may be subscribed at any time for six (06) months from   
the date the Debenture distribution commencement notice is published. 15-       
Subscription Price: The Debentures will be subscribed for at the sum of the Par 
Value thereof plus the Consideration pro rata temporis calculated from the      

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Issue Date to the Payment Date (the "Subscription Price"). 16- Subscription and 
Payment Conditions: Subscription will be made in accordance with the procedures 
set forth by the Securities Custody and Settlement Center (Camara de Custodia e 
Liquidacao, or CETIP). The payment of the Subscription Price will be made on    
demand, on the date of the subscription (the "Payment Date"), in domestic       
currency. 17- Par Value Payment: The Par Value will be paid in a single         
installment on the Maturity Date. 18- Interest: The Par Value balance will      
accrue interest at a rate of one hundred and seventeen percent (117%) of the    
average daily rates of the DI - Interbank Deposits for one-day "over extra      
group", expressed as an annual percentage based on a year of two hundred and    
fifty-two (252) business days ("ID Rate"), calculated and disclosed daily by    
CETIP on its Internet website (http://www.cetip.com.br), calculated             
exponentially and cumulatively pro rata temporis for the number of business days
elapsed, accruing on the Par Value as of the Issue Date or the final date of the
last Capitalization Period (as defined in the Deed), as the case may be, up to  
and excluding the actual payment date (the "Interest"). 18.1- Interest Payment  
Schedule: Interest shall be paid semiannually as of the Issue Date, the first   
payment being due on December 1, 2004 and the last payment due on the Maturity  
Date. The Debenture holders will be entitled to receive Interest by the end of  
the business day immediately preceding the payment date. 18.2- If, on the       
maturity date of any liabilities of the Company, no ID Rate is disclosed by     
CETIP, the most recent ID Rate officially disclosed will be applied, and no     
interest shall be owed by the Company to the Debenture holders when the ID Rate 
that would have been applicable is subsequently disclosed. If the ID Rate is not
disclosed during (10) consecutive days, a new parameter for the payment of the  
Interest shall be defined in accordance with the provisions below. 18.3- If the 
ID Rate is not calculated or disclosed for more than ten (10) consecutive days, 
or the ID Rate is no longer in effect or its use and application for the        
calculation of the Interest becomes prohibited by law, the Trustee shall call,  
within fifteen (15) days of the date on which the ID Rate ceases to be          
calculated or disclosed, is no longer in effect or prohibited by law to use, a  
General Meeting of Debenture Holders to deliberate, together with the Company,  
on new parameters to define the Interest, in accordance with applicable         
regulations. Until such new parameters are established with the Company's       
consent in the aforementioned General Meeting of Debenture holders, the last    
officially disclosed ID Rate will be used to calculate the value of any         
obligations provided by the Deed, which shall accrue pro rata temporis up to the
date of the definition of the new parameters by the General Meeting of Debenture
Holders. If the Company and the Debenture holders representing at least 2/3 (two
thirds) of the issued and outstanding Debentures fail to reach an agreement on  
the new parameter of the Interest (even if such failure arises from insufficient
quorum to deliberate on the subject matter), the Company will redeem all the    
issued and outstanding Debentures within a maximum term of thirty (30) days from
the date of the relevant General Meeting of the Debenture holders. The          
redemption of the issued and outstanding Debentures shall be made for the Par   
Value, which will accrue interest at the ID Rate, calculated pro rata temporis  
as of the Issue Date or from the date of the                                    

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latest Interest payment to the actual payment date, the applying the latest ID  
Rate officially disclosed. No premium will be paid in connection with the       
redemption described herein. 19- Restructuring: The Deed does not contemplate   
restructuring provisions. 20- Optional Accelerated Redemption: From June 1, 2007
and after, upon fifteen (15) days prior notice, the Company may redeem the      
issued and outstanding Debentures, upon payment, in accordance with the formula 
described in the Deed, of: (i) the Par Value plus Interest, calculated pro rata 
temporis as of the Issue Date, or the date of the latest payment of Interest, as
the case may be, up to the actual payment date; plus (ii) capitalized interest  
accrued in connection with the period between the redemption date and the       
Maturity Date, at a rate of one hundred and seventeen percent (117%) of the rate
set by the Futures & Commodities Exchange equivalent to the interest futures    
market expressed as one unit per business day, with a maturity date as close as 
possible to the Maturity Date (the "BM&F Rate"), less (iii) interest calculated 
at a rate of 100% of the BM&F Rate accrued on the business days between the     
redemption date and the Maturity Date. Partial redemption shall be made through 
a lottery conducted by the Trustee in accordance with Paragraph 1st of Article  
55 of Law No. 6,404/76 and other applicable regulations. 21- Call Option: The   
Company may, at any time, purchase the issued and outstanding Debentures for a  
price not to exceed the Par Value plus the Interest, calculated pro rata        
temporis from the Issue Date, or from the date of the latest Interest payment,  
to the actual payment date, subject to the terms of Paragraph 2 of Article 55 of
Law No. 6,404/76. The Debentures purchased by the Company may, at any time, and 
in the Company's discretion, be cancelled, be kept in treasury or be traded in  
the market again. If the Debentures that are purchased by the Company and kept  
in treasury are placed again in the market, such Debentures will be entitled the
same Interest as the other issued and outstanding Debentures. 22- Default       
Penalties: In case of late payment of any amount payable to the Debenture       
holders by virtue of the Deed, such overdue amounts shall be subject to interest
of one percent (1%) per month, calculated from the default date to the actual   
payment date, plus a delay fine of two percent (2%) on the unpaid amount,       
irrespective of prior warning, notification, judicial summons or extrajudicial  
communication (the "Delay Charges"). 23- Accelerated Maturity Events: The Deed  
will contain accelerated maturity events regarding the Debentures as well as the
procedures related to such events. 24- Additional Obligations of the Company:   
The Company shall be committed to comply with those obligations typical to      
operations of this kind, as provided in the Deed; (II) to delegate to the Board 
of Directors powers (i) to resolve or amend, if necessary, any matters referred 
to under the second section of the 1st paragraph of Article 59 of Law no.       
6,404/76, and (ii) to cancel those Debentures that are not placed or kept in    
treasury; (III) to authorize the Company's Management to exercise the option    
to increase the Issue value by up to twenty percent (20%) and to take all steps 
necessary to increase the issue value by up to 20%, pursuant to the 2nd         
Paragraph of Article 14 of the CVM Directive No. 400/2003 and pursuant to the   
Issue documents; (IV) to authorize the Board of Executive Officers to take any  
actions to register the Issue with the CVM and other proper authorities, as     
well as to perform any other acts necessary or                                  

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convenient to the Issue herein approved, to the extent such acts are not within 
the competence of the Board of Directors or the Shareholders, such as (a) to    
negotiate the other terms and conditions of the Issue, (b) to draw up and       
execute the Deed, the Pledge Agreement and any other agreements or documents    
connected with the Issue, (c) to hire financial institutions authorized to      
operate in the stock market to place the Debentures, including to sign the      
Coordination Agreement, (d) to hire the rating agency Fitch as well as the      
trustee, the paying agent, the administrative agents for the Debentures and the 
placement agent, stipulating their respective compensations; finally, to execute
the respective agreements, adhering to clauses, terms and conditions; and (V) to
ratify any acts performed by the Board of Executive Officers regarding the      
preparatory procedures for the Issue and registration with the proper           
authorities. 8) CLOSING: With no other matters to discuss, the meeting was      
closed and these Minutes were drawn up, read, discussed, approved and signed by 
all present Shareholders, who made up the necessary quorum for the validity of  
the resolutions subject hereof. The Secretary of the Meeting was authorized by  
the Shareholders present to take the necessary certificates. Camacari/BA, June  
15th, 2004. Signatures: PANEL: Anna Cecilia de Magalhaes Coutinho Dutra da Silva
- President; Ana Patricia Soares Nogueira - Secretary. SHAREHOLDERS: Nordeste   
Quimica S/A - NORQUISA (p/p Anna Cecilia de Magalhaes Coutinho Dutra da Silva); 
Odebrecht S.A. (p/p Anna Cecilia de Magalhaes Coutinho Dutra da Silva); ODBPAR  
Investimentos S.A. (p/p Anna Cecilia de Magalhaes Coutinho Dutra da Silva);     
Petrobras Quimica S.A. - PETROQUISA (p/p Roberto Mello); Caixa de Previdencia   
dos Funcionarios do Banco do Brasil - PREVI (p/p Rita Magaly Lima Hayne Bastos);
FUNDACAO PETROBRAS DE SEGURIDADE SOCIAL - PETROS (p/p Renato de Mello Gomes dos 
Santos).                                                                        

This is a true and accurate copy of its original drawn up in the proper book.   

Ana Patricia Soares Nogueira
 Secretary

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
		6/1/09		3
		6/1/07		5
		12/1/04		4
Filed on:		7/2/04
For Period End:		7/1/04
		6/15/04		1
		6/1/04		1		3
		5/28/04		1
		12/29/03		2					6-K
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