Dear fellow Odebrecht member,

On behalf of the Board of Directors, and in alignment with the CEO of Odebrecht S.A., I am bringing you firsthand information about important decisions taken by the controlling shareholder of Odebrecht S.A.

These decisions confirm and reinforce the new business model that has already transformed Odebrecht.

They also convey the shareholder’s guidelines for the actions our leaders take on the path of survival, growth and perpetuity.

Kieppe, a company belonging to the Odebrecht family and the controlling shareholder of Odebrecht S.A., decided on September 11, 2017, that the position of CEO of Odebrecht S.A. will be held by a professional who does not belong to the Odebrecht family, to be chosen by the chairman of the Board of Directors from among the executive officers selected by that board.

Henceforth, Kieppe will be represented at Odebrecht S.A. by the chairman of the Board of Directors.

This decision represents the controlling shareholder’s wish to separate the Odebrecht family from the executive leadership of Odebrecht S.A., the Group’s holding company, and makes it clear that the shareholders’ meeting is the forum for the controlling shareholder to take action, interact and deliberate.

The significant transformation undergone by our entrepreneurial Group is consolidated in the new Policy on Corporate Governance of Odebrecht S.A. Drafted after eighteen months of research and discussions, it provides guidelines based on the most advanced benchmarks for corporate governance, such as the makeup of the Board of Directors.

According to this new Policy, the choice of board members “should value diversity of knowledge, experience and cultural aspects, as well as nationality, age group and gender.” And each director “will act on the basis of independence, transparency and objectivity,” always deciding on what is best for the Group and thus meeting the shareholders’ interests.

The controlling shareholder has also decided that Odebrecht S.A. must ensure that the Businesses in its portfolio attract partners, and that its shares are listed on a stock exchange.

The way forward has been determined. The Policy on Governance has set out a strategic role for Odebrecht S.A. as an investor and guide that is responsible for maintaining our cultural identity, without directly interfering in the management of the Companies that lead our Businesses. Odebrecht S.A. will participate in the Companies through their Boards of Directors.

As such, our Companies adopt their own individual corporate governance systems, each with the same rigor and quality. Business leaders are now the final executive decision makers in each company. The Boards of Directors are the final non-executive decision-making bodies.

The challenge for leaders is to serve as an example and inspiration to engage, mobilize and foster the development of their teams. Through everyone’s efforts, and in alignment with the principles and values set forth in TEO, the companies will develop, grow and become self-sufficient.

This entire process of development, accompanied by our public commitment to work with ethics, integrity and transparency, represents the Odebrecht that is already a reality and the Odebrecht we want to see perpetuating itself in the future.

I am sure that this is also the Odebrecht you want.

May 2018 be the path for us to consolidate our Group and return to growth.

This is our commitment.

Warm regards,

Happy Holidays!

Emílio Odebrecht
Chairman
Board of Directors of Odebrecht S.A.

Learn more about the shareholders’ decision. Click here.

Access the new Policy on Corporate Governance. Click here.