Energy Co Of Parana 6-K, filed Jun 8, 2023
Energy Co Of Parana (ELPC)
About this 6-K
Energy Co Of Parana filed this 6-K on June 8, 2023.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of June, 2023
Commission File Number 1-14668
COMPANHIA PARANAENSE DE ENERGIA
(Exact name of registrant as specified in its charter)
Energy Company of Paraná
(Translation of Registrant's name into English)
José Izidoro Biazetto, 158
81200-240 Curitiba, Paraná
Federative Republic of Brazil
+55 (41) 3331-4011
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
MANAGEMENT'S PROPOSAL AND
MANUAL FOR PARTICIPATION IN GENERAL MEETINGS
207th Extraordinary General Meeting
July 10, 2023
TABLE OF CONTENTS
| I. | Message from the Chairman of the Board of Directors | 4 | |
| II. | Guidance for Participation in the General Meetings | 5 | |
| Participation via Ballot Paper | 5 | ||
| Participation via Digital Platform (Ten Meetings) | 6 | ||
| Holders of ADRs | 9 | ||
| Convening of the Extraordinary General Meeting | 9 | ||
| Voting Rights | 9 | ||
| Approval of the Matters on the Agenda | 9 | ||
| Final guidelines | 9 | ||
| III. | Call Notice | 10 | |
| IV. | Management's Proposal | 15 |
Annexes
Annex I - Company’s Bylaws with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex II - Proposal to amend the Company's Bylaws to change the rules regarding the authorized capital with a description of the current and proposed articles and the justifications for the change, in accordance with art. 12 of CVM Resolution 81/2022
Annex III - Consolidated Company's Bylaws
Annex IV - Information regarding the creation of a new class of special class preferred shares, pursuant to art. 18 of CVM Resolution 81/2022
Annex V - Company's Bylaws reflecting the transformation of the Company into a corporation with dispersed capital and no controlling shareholder, with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex VI - Proposal to amend the Company's Bylaws to transform the Company into a corporation with dispersed capital and no controlling shareholder, describing the current and proposed articles and the justifications for the change, according to art. 12 of CVM Resolution 81/2022
Annex VII - Information regarding the conversion of the Company's preferred shares into common shares, pursuant to art. 18 of CVM Resolution 81/2022
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Annex VIII - Information regarding the withdrawal right arising from the conversion of preferred shares into common shares, in accordance with art. 21 of CVM Resolution 81/2022
Annex IX - Company Bylaws reflecting conversion of preferred shares into common shares, extinction of Units and inclusion of provisions set forth in the Novo Mercado Listing Rules, with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex X - Proposal to amend the Company's Bylaws to convert preferred shares into common shares, extinguish Units and include the provisions set forth in the Novo Mercado Regulations, describing the current and proposed articles and the justifications for the amendment, pursuant to article 12 of CVM Resolution 81/2022
Annex XI - Opinion of the Supervisory Board on the amendment of the Company's Bylaws
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| I. | Message from the Chairman of the Board of Directors |
Dear Shareholder:
It is with immense pleasure that I present to you this Manual for Participation in General Shareholders’ Meetings of the Companhia Paranaense de Energia - Copel, with general guidance for an effective participation and exercise of the vote.
This manual has been prepared based on Copel's Corporate Governance policy, which is founded on transparency, equity, accountability and corporate responsibility.
The Manual aims to present, in a clear and brief way, the information related to the Company’s General Shareholders’ Meeting, seeking thereby to contribute for the understanding of the proposals for resolution and to encourage the participation of shareholders in the events of the corporate agenda of the Company. This Manual seeks to encourage and enable the participation of shareholders in the General Meetings.
The matters to be presented for resolution of shareholders are described in the Call Notice and in the Management’s Proposal for the EGM as well as the types of shares granting the right to vote on each item of the agenda.
Copel’s 207th Extraordinary General Meeting was called for July 10, 2023, at 2:30 p.m., and will be held exclusively digitally, with the participation of its shareholders virtually, through Ten Meetings digital platform.
It is also important to mention that the Meeting will be attended by, among others, the Chief Executive Officer, Chief Governance, Risk and Compliance Officer, the Chief Financial and Investor Relations Officer, the chairman of the Supervisory Board, and the chairman of the Statutory Audit Committee, who will be able to provide additional clarifications, if necessary, on the subjects on the agenda.
Your participation is very important, considering that issues relevant to the Company and its shareholders will be dealt with in the 207th Extraordinary General Meeting.
Yours sincerely,
Marcel Martins Malczewski
Chairman of the Board of Directors
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| II. | Guidance for Participation in the General Shareholders’ Meeting |
Copel’s shareholders may take part in the General Meeting: (a) via Ballot Paper, made available to shareholders on the following websites: the Company’s (http://ri.copel.com), B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and Brazilian Securities and Exchange Commission (CVM); or (b) via Digital Platform (Ten Meetings) (https://www.tenmeetings.com.br/assembleia/portal/?id=DBA46932266B) which may be accessed personally or by a duly appointed proxy, pursuant to CVM Resolution no. 81/2022, as described below.
Participation via Ballot Paper
In order to facilitate and encourage the participation of its shareholders, the Company will adopt the remote voting system under the terms of CVM Resolution no. 81/2022, allowing its Shareholders to send distance voting ballots through their respective custody agents, by the Bookkeeping Agent or directly to the Company, in accordance with the following guidelines:
Distance voting ballots have been made available on the Company's website (https://ri.copel.com/) and on the CVM's (http://gov.br/cvm) and B3's (http://www.b3.com.br/pt_br/) websites, in printable and manually fillable versions.
Shareholders who choose to exercise their right to vote at a distance may (i) fill out and send the voting form directly to the Company, or (ii) transmit the filling out instructions to qualified service providers, according to the guidelines below:
· Exercise of voting rights through service providers - Remote voting system - Shareholders who choose to exercise their right to vote at a distance through service providers should transmit their voting instructions to their respective custody agents or through the bookkeeping agent (Banco Bradesco S.A.), in accordance with the rules determined by the latter, which, in turn, will forward such votes to the Central Depository of B3. To this end, shareholders should contact their custody agents or the bookkeeping agent (Banco Bradesco S.A.) and check the procedures they have established for issuing voting instructions via ballot paper, as well as the documents and information they require to do so.
· Shareholder sending the ballot directly to the Company - The shareholder who chooses to exercise his/her voting right at a distance directly to the Company should, preferably, send a digitalized copy of the ballot and the pertinent documentation to the following e-mail address: acionistas@copel.com. Alternatively, the shareholder may send the physical copy of the ballot paper and pertinent documentation to Copel's head office at Rua José Izidoro Biazetto nº 158, Bloco A, Bairro Campo Comprido, CEP 81200-240, Curitiba - PR, Brazil, Finance and Investor Relations Department, at its Shareholders and Custody Department.
For the voting form to be considered valid, it is essential that (i) its fields are duly filled out; (ii) all of its pages are initialed; and (iii) at the end, the shareholder or his/her legal representative, as the case may be and according to the terms of the legislation in effect, has signed the form, and that it is accompanied by a certified copy of the following documents: (a) for individuals: - identity document with photo of the shareholder; (b) for legal entities: - last consolidated bylaws or articles of incorporation and the corporate documents that prove the legal representation of the shareholder; and - identity document with a photo of the legal representative; (c) for investment funds: - last consolidated regulation of the fund; - bylaws or articles of incorporation of its administrator or manager, as the case may be, observed the voting policy of the fund and corporate documents that prove the powers of representation; and - identity document with a photo of the legal representative.
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The documents must be received by the Company, in full order, within seven (7) days prior to the date of the General Meeting, that is, by July 03, 2023 (including), pursuant to article 27 of CVM Resolution no. 81/2022. Ballots received by the Company after this date will not be considered.
Within 3 (three) days from the date of receipt, Copel will inform the shareholder if the documents sent are sufficient for the vote to be valid or of the need for rectification, under the terms of CVM Resolution no. 81/2022.
In addition, the Company informs that: (i) in case of receipt of divergent ballot papers for a same CPF or CNPJ number, received directly by the Company and by the bookkeeping agent, the ballot sent by the bookkeeping agent will prevail, pursuant CVM Resolution no. 81/2022; (ii) when the Custodian Agent receives divergent voting instructions for a same CPF or CNPJ, both will be disregarded, pursuant to CVM Resolution no. 81/2022; (iii) once the period for receiving remote voting has expired, the shareholder will not be able to change the voting instructions, except at the General Meeting itself; (iv) in the event of adjournment of the meeting, the voting instructions will be considered normally, as well as in its holding on second call, provided that the adjournment is less than 30 days from the initially scheduled date, pursuant to CVM Resolution no. 81/2022.
Participation via Digital Platform (Ten Meetings)
The Extraordinary General Meeting shall be held exclusively in digital mode, with the shareholders taking part virtually.
For participation via Digital Platform, the following procedures will be observed:
The shareholder must necessarily register on the Ten Meetings platform, at the event's website (https://www.tenmeetings.com.br/assembleia/portal/?id=DBA46932266B) up to 2 days prior to the event, that is, until July 08, 2023, fill in all the registration data and attach all the necessary documents to enable his participation and/or vote at the Assembly.
In the case of proxy or representative, the registration must be made with their data, at the same electronic address in the item above. The proxy or representative must then register each shareholder he/she will represent and attach the respective documents proving the status of shareholder and proxy, as follows:
· Individual Shareholder:
(a) valid identification with photo of the shareholder or proxy;
(b) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions;
(c) instrument granting powers to a third party, in case the shareholder participates represented by proxy; and
(d) indication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.
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· Legal Entity Shareholder or Legal Entity:
(a) valid identification with photo of the legal representative;
(b) documents that prove representation, including a copy of the power of attorney, of the professional qualification documents and/or of the minutes of the election of the administrator that grants the power of attorney or attends the Extraordinary General Meetings; and in the case of an investment fund, copies of (i) bylaws/regulations in force of the fund and its manager or administered, as the case may be, observing the fund's voting policy, (ii) documents of professional qualification of the fund's representative; and (iii) corporate documents that prove the powers of representation of the one participating in the Meetings or granting a proxy;
(c) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and
(d) indication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.
For participation through a proxy, the granting of representation powers must have taken place less than one (1) year before, pursuant to art. 126, § 1 of Law 6,404/1976.
Additionally, in compliance with the provisions of art. 654, §§1 and §2 of the Civil Code, the power of attorney must contain an indication of the place where it was issued, the full qualification of the grantor and the grantee, the date and the purpose of the grant, with the designation and extension of the powers granted, and the signature of the grantor.
The Company's natural person shareholders can only be represented at the Meeting by an attorney-in-fact who is a shareholder, a Company manager, a lawyer or a financial institution, as provided for in article 126, paragraph 1 of Law 6404/1976. The legal entities that are shareholders of the Company may be represented by an attorney-in-fact appointed in accordance with their articles of association or bylaws and according to the rules of the Civil Code, without the need for such person to be a Company manager, shareholder or attorney-in-fact (Proc. CVM Instruction no. 586/2017; 4.11.2014).
The Company will analyze the information and documents received and will approve the registration. The shareholder will receive an email at the registered address indicating the approval or rejection of the registration, and, in the latter case, if applicable, guidelines for the regularization of the registration. In the case of proxy/representative, he will receive an individual e-mail regarding the qualification status of each registered shareholder, and should provide, if necessary, document complementation.
The proxy that may represent more than one shareholder will only be able to vote at the meeting for the shareholders whose qualification has been confirmed by the Company.
On the date of the Meeting, up to one hour before the beginning of the Meeting, the shareholder will receive a reminder for participation, and should access the Meeting through the same website used for registration and using the same login information and password initially registered.
Under the terms of article 6, §3 of CVM Resolution no. 81, the access to the Digital Platform will not be admitted by shareholders (directly or via proxies) who do not register through the above link and/or fail to attach the necessary participation documents within the term provided herein.
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Availability of information and guidelines for access to the Digital Platform:
After the qualification is confirmed by the Company as to the verification of the regularity of the representation documents sent in the terms above, an e-mail will be forwarded to each shareholder (or their respective proxy, as the case may be) that has made the regular registration of participation, containing the information and guidelines for access to the Digital Platform.
It should be noted that the e-mail confirming the registration as well as the reminder for the Meeting will be sent exclusively to the e-mail address informed in the registration form.
Guidelines on the use of the Digital Platform can be found in the "Manual de Uso da Plataforma Ten Meetings", which is available on the participation registration page.
If the shareholder (or his proxy, as the case may be) has not received confirmation of his registration, he should contact the Company by e-mail at acionistas@copel.com up to two (2) hours before the beginning of the Meeting, so that the instructions can be forwarded to him again.
In the event of the need for document complementation and/or additional clarification in relation to the documents sent for the purposes of registration for participation, the Company will contact the shareholder (or his/her respective proxy, as the case may be) to request such document complementation and/or additional clarification in sufficient time to enable the confirmation of the registration within the period referred to above.
The Company also emphasizes that the information and guidelines for access to the Digital Platform, including, but not limited to, the access password, are unique and non-transferable, and the shareholder (or his/her respective proxy, as the case may be) takes full responsibility for the possession and confidentiality of the information and guidelines transmitted to him/her by the Company under the terms of this Manual.
Thus, shareholders commit to: (i) use the logins and passwords registered solely and exclusively for the remote monitoring and/or voting on the Meeting, (ii) not transfer or disclose, in whole or in part, the logins and passwords registered to any third party, shareholder or not, being the invitation non-transferable, and (iii) not record or reproduce, in whole or in part, nor transfer, to any third party, shareholder or not, the content or any information transmitted by virtual means during the Meeting.
To access the Digital Platform, the following are required: (i) computer or smartphones with camera and audio that can be enabled and (ii) internet access connection of at least 100 mb. Access by videoconference should preferably be made through the Google Chrome or Edge browsers, noting that Mozila Firefox or Safari browsers are not compatible with the Digital Platform. In addition, it is also recommended that the shareholder disconnect any VPN or platform that may be using his camera before accessing the Digital Platform.
Although the platform is compatible with all operating systems, and can also be accessed via smartphone, it is recommended that the shareholder use a computer, to have a better view of the event, giving preference to a Wi-Fi network for a more stable connection. We emphasize the need to use the Chrome or Edge browsers (Mozilla Firefox, Safari and others cannot be used).
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The Company informs that there will be a full recording of the Meeting, as required by item II, Paragraph 1, Article 21-C, and that the duly registered shareholder who participates in the Meeting by digital means will be considered present, being able to exercise his respective voting rights, and sign the respective minutes, pursuant to Article 21-V, III and Paragraphs 1 and 2 of CVM Instruction no. 481/09, as amended by CVM Resolution no. 81/2022.
The Company is not responsible for any operational or connection problems that the shareholder may face, as well as for any other issues beyond the Company's control that may make it difficult or impossible for the shareholder to participate in the General Meetings by digital means.
Holders of ADRs
The financial depositary institution of American Depositary Receipts (ADRs) in the United States, The Bank of New York Mellon, will send the powers of attorney to the holders of ADRs, so that they exercise their voting right at the General Meeting.
The participation shall take place through Banco Itaú, representative of The Bank of New York Mellon in Brazil.
Convening of the Extraordinary General Meeting
Under the terms of article 135 of the Corporation Law, for the Extraordinary General Meeting to be convened, on first call, it will be necessary for shareholders and/or their legal representatives holding an interest corresponding to at least two-thirds (2/3) of the Company's voting capital to be in a position to attend.
If the aforementioned percentage is not reached, a new call will be made at least eight (8) days in advance, after which the Extraordinary General Meeting will be held if any number of shareholders is present.
Voting Rights
Only holders of common shares will be entitled to vote on the items on the agenda of the Extraordinary General Meeting.
Approval of the Matters on the Agenda
Pursuant to article 129 of the Brazilian Corporate Law, the resolutions of the General Shareholders' Meetings, subject to the exceptions provided for by law, shall be taken by absolute majority of votes, disregarding abstentions.
Since the matters to be considered at the Meeting are not subject to approval by a qualified quorum, approval of the matters on the Meeting's agenda will depend on the vote of an absolute majority of the shares present at the Meeting, disregarding abstentions
Final Guidelines
Should there be any doubt concerning
the General Meeting procedures and deadlines, please contact the Division of Shareholders and Regulatory Obligations of the Capital Market
the telephone number (+55) 0800 41 2772 or through the e-mail address acionistas@copel.com.
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| III. | Call Notice |
The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary General Meeting to be held exclusively in digital mode, pursuant to CVM Resolution no. 81/2022, on July 10, 2023, at 10 a.m., via Ten Meetings digital platform (https://www.tenmeetings.com.br/assembleia/portal/?id=DBA46932266B), to decide on the following agenda:
EXTRAORDINARY GENERAL MEETING
1. reform and consolidation of the Company's bylaws to provide that the Board of Directors may approve, without statutory modification, the increase of the capital stock, up to the limit of 4,000,000,000 new shares, nominative, book-entry and without par value, for ("Authorized Capital Reform Bylaws"):
(i) capitalization of profits or reserves;
(ii) the issuance, if resolved by the General Meeting, of subscription warrants, convertible debentures or the granting of stock options to management and employees, the exercise of the respective conversion or subscription rights; or
(iii) the placement by stock exchange sale or public subscription of new common shares;
2. authorization for the Company to carry out the public offering for primary distribution of common shares issued by the Company and American Depositary Receipts ("ADR" and "Offering"), and consequent submission of the Offering registration application ("Registration Application"):
(i) to the Brazilian Securities and Exchange Commission ("CVM") pursuant to Federal Law No. 6,385, of December 7, 1976, CVM Resolution No. 160, of July 13, 2022 ("RCVM 160/22"), and other applicable legal and regulatory provisions; and
(ii) to the U.S. Securities and Exchange Commission ("SEC"), pursuant to the U.S. Securities Act of 1933, and other rules adopted by SEC;
3. authorization and delegation to the Board of Directors of powers to ("Delegation"):
(i) negotiate, define and approve all the terms and conditions of the Offering, subject to the provisions of applicable laws and regulations, including, without limitation:
(a) respective schedules, structure and other terms and conditions, including, as applicable, the issuance of additional shares or ADRs (hot issue) and supplemental shares or ADRs (green shoe);
(b) the increase in the Company's capital stock, within the limits of the authorized capital, for purposes of the Offering; and
(c) the issue price of the shares within the scope of the Offering after the conclusion of the bookbuilding procedure ("Price per Share"), observing that the Price per Share cannot be lower than the minimum price per common share;
(ii) approve the prospectuses, forms and other documents, instruments and contracts related to the Offering; and
(iii) authorize the Company's officers to perform all acts that may be necessary in connection with the Offering, including, without limitation, communication with, among others, CVM, SEC and B3 S.A. - Brasil, Bolsa, Balcão ("B3"), and the negotiation, contracting and execution of all documents, instruments and agreements that may be necessary to carry out the Offering;
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4. creation, under suspensive condition to the liquidation of the public offering for secondary distribution of shares to be made by the State of Paraná with the consequent transformation of the Company into a corporation with dispersed capital and no controlling shareholder ("Transformation into Corporation") of a special class preferred share, pursuant to article 17, paragraph 7, of Federal Law 6,404, of December 15, 1976, and in compliance with State Law 21,272, of November 30, 2022, with the following characteristics, preferences and advantages ("Golden Share");
(i) it will be held exclusively by the State of Paraná;
(ii) it may only be redeemed upon legal authorization and resolution of the extraordinary general meeting;
(iii) it will confer priority in the reimbursement of the capital stock, with no premium, corresponding to the percentage of the capital stock figure represented by such share;
(iv) it will not have voting rights and will not acquire full voting rights in case of failure to declare or pay the proceeds to which it is entitled;
(v) as long as the State of Paraná holds shares representing at least 10% of the total shares issued by the Company, it will confer veto power on the resolutions of the general meeting:
(a) that authorize the directors to approve and execute the Annual Investment Plan of Copel Distribuição S.A. if the investments, as of the 2021/2025 tariff cycle, considered prudent by Aneel, do not reach, at least, 2.0x of the Regulatory Reintegration Quota (Quota de Reintegração Regulatória - QRR), of that same Ordinary Tariff Review cycle and/or, in the aggregate, until the end of the concession;
(b) that aim at modifying the Company's bylaws with the purpose of removing or changing:
1. the obligation to maintain the Company's current name;
2. the obligation to maintain the Company's headquarters in the State of Paraná;
3. the prohibition for any shareholder or group of shareholders to exercise votes in a number superior to 10% of the quantity of shares into which the Company's voting capital is divided;
4. the prohibition on the execution, filing and registration of shareholders' agreements for the exercise of voting rights, except for the formation of voting blocs with a number of votes lower than the limit established in the Company's bylaws; and
5. the exclusive authority of the general meeting to authorize the directors to approve and execute the Annual Investment Plan of Copel Distribuição S.A. if the investments, as of the 2021/2025 tariff cycle, considered prudent by Aneel, do not reach, at least, 2.0x of the Regulatory Reintegration Quota (QRR), in that same cycle of Ordinary Tariff Review and/or, in the aggregate, until the end of the concession;
5. conversion, under condition precedent to the Transformation into Corporation, of a common share held by the State of Paraná into a Golden Share, in accordance with State Law 21,272, of November 30, 2022 ("Golden Share Conversion");
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6. full reform and consolidation of the Company's bylaws, under suspensive condition to the Transformation into Corporation, to provide for, among other modifications ("Corporation Bylaws"):
(i) creation and issuance of the Golden Share held by the State of Paraná;
(ii) exclusion of the provisions provided by Federal Law No. 13,303, of June 30, 2016;
(iii) creation of limitation so that no shareholder or group of shareholders will exercise votes corresponding to more than 10% of the total votes conferred by the voting shares in each resolution;
(iv) alteration of the attributions of the statutory committees;
(v) alteration of the composition of the Company's board of directors to provide that all members are elected by the general meeting of shareholders, observing the right to vote separately by shareholders holding preferred shares that meet the requirements of art. 141, § 4 of Federal Law 6,404 of December 15, 1976;
(vi) alteration of the composition of the Company's Supervisory Board to three effective members and respective alternates, with a term of office of one year, reelection being permitted;
(vii) exclusion of the need to assess the economic value of the Company's shares for the purpose of reimbursing dissenting shareholders, such value to be calculated solely on the basis of the book value per share, according to the shareholders' equity contained in the latest financial statements approved by the general meeting;
(viii) adaptation to the structure of a company with dispersed capital and no controlling shareholder; and
(ix) inclusion of a statutory device of protection to shareholding dispersion (poison pill);
7. authorization for the Company's managers to submit to B3 a request, even if conditioned, for the Company to join the special segment of B3's stock market named Novo Mercado (New Market) and to admit the Company's shares to trading on said segment;
8. mandatory conversion of all class A preferred shares and all class B preferred shares into common shares, registered, book-entry and without par value, in the proportion of one class A or class B preferred share for one common share ("Conversion of Shares"), the effectiveness of which will be subject to the fulfillment of the following suspensive conditions ("New Market Suspensive Conditions"):
(i) transformation into Corporation;
(ii) ratification of the Conversion of Shares at a special meeting of preferred shareholders, pursuant to article 136, paragraph 1 of Federal Law 6,404, of December 15, 1976 ("Ratification"); and
(iii) effective admission of the Company to the New Market segment and effective admission to trading of the Company's shares in the New Market segment ("Migration to New Market");
9. extinction, conditioned to the implementation of the New Market Suspensive Conditions, of the program for the issuance of depositary receipts consisting of one common share and four class B preferred shares ("Units");
10. full reform and consolidation of the Company's bylaws, conditioned to the implementation of the New Market Suspensive Conditions, to provide for the Conversion of Shares, the extinction of Units and the inclusion of the mandatory provisions set forth in the New Market regulations; and
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11. authorization for the managers to practice all the necessary acts, in Brazil and abroad, to put into effect all the above resolutions.
Documents referring to the matters to be discussed at the General Meeting, including the Management’s Proposal and the Manual for Participation in General Shareholders’ Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (ri.copel.com).
The General Meeting shall be carried out exclusively in digital mode, so the Company’s shareholder may take part:
(a) through a ballot paper for the exercise of his/her voting right at a distance, whose template is available to shareholders on the following websites: the Company’s (http://ri.copel.com), B3 and Brazilian Securities and Exchange Commission (CVM); or
(b) via digital platform (Ten Meetings), which shall be accessed personally or by a dully appointed proxy, according to CVM Resolution no. 81/2022.
We inform you that the shareholder may participate in the Meeting having or not sent the Ballot Paper, but if he/she chooses to vote at the Meeting, any voting instructions previously sent by means of the Ballot by the shareholder will be disregarded, and the vote cast at the Meeting will prevail.
Distance voting ballots may be sent, pursuant to CVM Resolution no. 81/2022, through the Shareholders' custody agents, to the Bookkeeping Agent for the shares issued by the Company, or directly to the Company, in accordance with the guidelines in the Manual for Participation in Shareholders' Meetings.
The proof of share ownership must be made in accordance with Federal Law no. 6404/1976 - Corporation Law and Copel's Bylaws, as applicable.
To participate in the Meetings via Digital Platform, the shareholder must, up to 2 days before the Assembly is held, that is, until July 8, 2023, access the Ten Meetings platform (https://www.tenmeetings.com.br/assembleia/portal/?id=DBA46932266B), fill in all the registration data and attach all the documents necessary for their qualification to participate and/or vote in the Meetings:
- Individual Shareholder:
(a) valid identification with photo of the shareholder;
(b) proof of ownership of shares issued by Copel, issued by the depositary financial institution or custodian; and
(c) indication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.
- Legal Entity Shareholder or Legal Entity:
(a) valid identification with photo of the legal representative;
(b) documents proving representation, including appointment by proxy and copies of professional qualification documents and minutes of the directors' election; and, in the case of an investment fund, copies of (i) bylaws/regulations of the fund in effect, (ii) professional qualification documents of its director, administrator or legal representative, as the case may be; and (iii) the minutes of the election of such persons;
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(c) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and
(d) indication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.
The instructions for accessing the Digital Platform and/or sending the Distance Voting Ballots, pursuant to CVM Resolution no. 81/2022, can be found in the Management’s Proposal and Manual for Participation in Shareholders' Meetings. We inform you that under the terms of the legislation in force, the Meeting will be recorded.
Despite the possibility of participating via Digital Platform, Copel recommends shareholders to adopt the Distance Voting Ballots.
Curitiba, June 07, 2023
Marcel Martins Malczewski
Chairman of the Board of Directors
Publication
This Call Notice will be published, pursuant to the Brazilian Corporate Law, in the newspaper Valor Econômico as from June 09, 2023, being also available on the Company’s website (ir.copel.com).
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| IV. | Management’s Proposal |
In order to facilitate the understanding and the attendance of the Shareholders to the Extraordinary Shareholders' Meeting called herein, below are explanations from the Company's Management about each item to be subject to resolution at the Extraordinary Shareholders' Meeting, for the exercise of informed voting.
On this date no public offering of securities is being made in Brazil, in the United States of America or in any other jurisdiction.
The actual implementation of a potential offering is subject to, among other factors, obtaining applicable approvals (including those of a corporate nature and creditor approvals), macroeconomic and market conditions in Brazil and abroad, the execution of definitive agreements and the procedures inherent in making public offerings in accordance with current regulations, all of which are factors beyond the Company's control.
This Management Proposal and Manual for Participation in General Meetings is merely informative in nature and should not under any circumstances be interpreted as, nor constitute, an investment recommendation or an offer to sell or a solicitation of or an offer to buy any securities issued by the Company in Brazil, in the United States of America or in any other jurisdiction, including the shares issued by the Company and the depositary receipts for such shares.
The distribution of advertisements and the offer and sale of securities in certain jurisdictions may be prohibited by law. No securities of the Company may be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended, or other securities laws.
The Company may file a registration statement, including a prospectus, with the Securities and Exchange Commission ("SEC") relating to the Potential Offering. Before investing, you should read the prospectus in such registration statement and other documents the Company files with SEC for more complete information about the Company and this offering. You may obtain these documents free of charge by visiting EDGAR at the SEC's web address, at www.sec.gov. Alternatively, the Company will mail the prospectus after registration if requested by calling +55 0800 41 2772. You can also receive these documents free of charge by visiting ri.copel.com or by requesting them by e-mail at ri@copel.com or by calling the Company's Investor Relations Office at +55 (41) 3331-4011.
1. Amendment to the Company's bylaws to change rules regarding authorized capital and consequent consolidation
Clarifications
As will be addressed in further detail in item 2 below, the Company proposes to authorize a potential public offering for the primary distribution of shares and/or Units with the raising of funds to pay for any eventual grant bonus ("Potential Primary Offering") to be held together with the potential secondary offering of common shares and/or depositary receipts ("Units") issued by the Company and held by the State of Paraná ("Potential Secondary Offering" and together with the Potential Primary Offering "Potential Offering"), the latter to be held as part of the project to transform Copel into a dispersed capital company with no controlling shareholder ("Corporation" and "Transformation into a Corporation").
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In this context, management proposes that the acts related to the Potential Primary Offering be authorized and delegated to the Board of Directors, as per item 3 below. For this purpose, however, it will be necessary to amend Copel's bylaws to allow the Board of Directors to approve, without statutory modification, the increase of the capital stock, up to the limit of 4,000,000,000 nominative, book-entry shares with no par value, for ("Authorized Capital Reform Bylaws"):
(i) capitalization of profits or reserves;
(ii) issuance, if resolved by the General Meeting, of subscription warrants, convertible debentures or the granting of stock options to management and employees, the exercise of the respective conversion or subscription rights; or
(iii) placement by stock exchange sale or public subscription of new common shares.
In compliance with the provisions of article 12 of CVM Resolution No. 81 of 2022, the Annex I to this Management Proposal and Manual for Participation in General Meetings contains a comparative chart highlighting the proposed changes to the Company's bylaws, Annex II presents a report detailing the origin and justification for the proposed changes and an analysis of their legal and economic effects. Annex III contains the consolidation of the bylaws, incorporating the proposed changes.
Annexes
Annex I - Company’s Bylaws with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex II - Proposal to amend the Company's Bylaws to change the rules regarding the authorized capital with a description of the current and proposed articles and the justifications for the change, in accordance with art. 12 of CVM Resolution 81/2022
Annex III - Consolidated Company's Bylaws
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023, and of the Supervisory Board at its 499th meeting.
2. Authorization for the Offering and consequent Registration Application
The concession period for the Governador Bento Munhoz da Rocha Netto ("Foz do Areia") hydroelectric power plant ("HPP") ends on December 21, 2024. Governador Ney Aminthas de Barros Braga ("Segredo") and Governador José Richa ("Salto Caxias") HPP concessions expire on September 25, 2032 and March 20, 2033, respectively.
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Together they represent a generation capacity of 4,176 MW and are among the Company's main generation plants.
In March 2020, Copel Geração e Transmissão S.A. ("Copel GET"), aiming to renew for another 30 (thirty) years the concession of UHE Foz do Areia, filed with the Ministry of Mines and Energy its manifestation for the classification of SPE FDA Geração de Energia Elétrica S.A. ("FDA Geração"), under Federal Decree No. 9,271/2018, as amended ("Federal Decree 9,271/2018"), associated with the disposal of the control of the respective SPE, given that Federal Decree 9,271/2018 provides for the renewal of the concession tied to the privatization of the legal entity holding the concession.
On October 7, 2022, the Federal Government issued the MME/ME Interministerial Ordinance no. 2, defining the value of the award bonus linked to the privatization of FDA Geração.
Subsequently, the State of Paraná, the Company's controlling shareholder, initiated a study, under the responsibility of the State Companies Control Council ("CCEE"), of a model for a potential capital market transaction that optimizes the State of Paraná's investment in Copel, preserving the State's relevant ownership interest in the Company. After the study was completed, the State of Paraná informed its intention to transform Copel into a Corporation, through the Potential Secondary Offering. Subsequently, the Legislative Assembly of the State of Paraná approved State Law 21,272/2022 ("State Law 21,272"), authorizing the execution of the Transformation into a Corporation.
With the potential Transformation into a Corporation, it would become possible to carry out the early renewal of the concessions of UHEs Foz do Areia, Segredo and Salto Caxias, so that the Company started to evaluate the execution of a Potential Primary Offering to bear the costs of the renewal grant bonus.
Since then, the State of Paraná requested that the Company hire specialized consultants and technical advisors to assist the CCEE in the structuring, coordination, intermediation and carrying out of the Potential Secondary Offer, in conjunction with the Potential Primary Offer. On March 30, 2023 the Interministerial Ordinance of the Ministry of Mines and Energy and the Ministry of Finance - MME/MF nº 01, of March 30, 2023 was published, defining the bonus for the granting of the UHEs Foz do Areia, Segredo and Salto Caxias.
Recently, the Company engaged a syndicate of financial institutions to act as coordinators in the structuring of the Potential Offering.
In this context, the management proposes the authorization for the Company to conduct the Primary Offering, including the request for registration of the Potential Secondary Offering, noting that the procedures for its execution will be delegated to the Board of Directors, as per the following item.
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
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3. Delegation of acts related to the Potential Primary Offering to the Board of Directors
The Company's management proposes the authorization and delegation of powers to the Board of Directors to negotiate, define and approve all the terms and conditions of the Potential Primary Offering, including the establishment of the issue price of the shares after the conclusion of the bookbuilding procedure ("Price per Share").
As explained in the previous item, the Potential Primary Offering is evaluated in the context of the renewal of the concession contracts of Foz do Areia, Segredo and Salto Caxias power plants. The authorization of the General Meeting does not imply the necessary implementation of the Potential Primary Offering, but rather the authorization and delegation to the Board of Directors to perform the necessary acts for its implementation, including the registration request of the Potential Primary Offering.
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
4. Creation of a special class preferred share, under suspensive condition to the transformation into Corporation
The State of Paraná, the controlling shareholder of the Company, is evaluating the execution of the Potential Secondary Offering, part of the Transformation into a Corporation project, authorized by the Legislative Assembly of the State of Paraná through Law 21,272.
The Transformation into Corporation, however, is subject to the approval at Copel's General Meeting of certain changes in Copel's bylaws, including the creation, conditioned to the settlement of the Potential Secondary Offering and consequent Transformation into Corporation of a special class preferred share owned by the State of Paraná, pursuant to art. 17, § 7, of the S.A. Law and in accordance with State Law No. 21,272/2022, with the following characteristics ("Golden Share"):
(i) it will be held exclusively by the State of Paraná;
(ii) it may only be redeemed upon legal authorization and resolution of the extraordinary general meeting;
(iii) it will confer priority in the reimbursement of the capital stock, with no premium, corresponding to the percentage of the capital stock figure represented by such share;
(iv) it will not have voting rights and will not acquire full voting rights in case of failure to declare or pay the proceeds to which it is entitled;
(v) will confer veto power - which may only be exercised pursuant to State Law 21,272/2022 - on general assembly resolutions:
a) that authorize the directors to approve and execute the Annual Investment Plan of Copel Distribuição S.A. if the investments, as of the 2021/2025 tariff cycle, considered prudent by Aneel, do not reach, at least, 2.0x of the Regulatory Reintegration Quota (Quota de Reintegração Regulatória - QRR), of that same Ordinary Tariff Review cycle and/or, in the aggregate, until the end of the concession;
b) that aim at modifying the Company's bylaws with the purpose of removing or changing:
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1. the obligation to maintain the Company's current name;
2. the obligation to maintain the Company's headquarters in the State of Paraná;
3. the prohibition for any shareholder or group of shareholders to exercise votes in a number superior to 10% of the quantity of shares into which the Company's voting capital is divided;
4. the prohibition on the execution, filing and registration of shareholders' agreements for the exercise of voting rights, except for the formation of voting blocs with a number of votes lower than the limit established in the Company's bylaws; and
5. the exclusive authority of the general meeting to authorize the directors to approve and execute the Annual Investment Plan of Copel Distribuição S.A. if the investments, as of the 2021/2025 tariff cycle, considered prudent by Aneel, do not reach, at least, 2.0x of the Regulatory Reintegration Quota (QRR), in that same cycle of Ordinary Tariff Review and/or, in the aggregate, until the end of the concession.
It is proposed that the veto power can only be exercised when the State of Paraná holds at least 10% of the total capital stock of the Company.
Thus, the Company's management proposes the creation of the Golden Share, conditioned to the liquidation of the Potential Secondary Offering and consequent Transformation into Corporation, noting that the conversion of a common share held by the State of Paraná is the subject of item 5 below and the statutory reform of item 6.
It is clarified that, as the creation of the Golden Share does not generate effective damage to the rights of the holders of common shares nor to the holders of preferred shares, the eventual approval of these matters by the General Meeting will not confer withdrawal rights to dissenting shareholders.
In compliance with the provisions of article 12 of CVM Resolution 81/2022, Annex I to this Management Proposal and Manual for Participation in General Meetings brings information provided in Annex F of said resolution regarding Golden Share.
Annexes
Annex IV - Information regarding the creation of a new class of special class preferred shares, pursuant to art. 18 of CVM Resolution 81/2022
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
5. Conversion of a common share into Golden Share
As explained in item 4 above, management proposes the creation of Golden Share owned by the State of Paraná, in order to meet the provisions of State Law No. 21,272/2022 and enable the Transformation into a Corporation.
In this sense, in order to enable the ownership of the State of Paraná over the Golden Share, the management proposes the conversion of a common share held by the State of Paraná into a Golden Share.
It is clarified that, as the creation of the Golden Share does not generate effective damage to the rights of the holders of common shares nor to the holders of preferred shares, the eventual approval of these matters by the General Meeting will not confer withdrawal rights to dissenting shareholders.
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In compliance with the provisions of article 12 of CVM Resolution 81/2022, Annex I to this Management Proposal and Manual for Participation in General Meetings brings information provided in Annex F of said resolution regarding Golden Share.
Annexes
Anexo IV - Information regarding the creation of a new class of special class preferred shares, pursuant to art. 18 of CVM Resolution 81/2022
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
6. Approval of the Corporation Bylaws
The State of Paraná, the controlling shareholder of the Company, is evaluating the potential Secondary Offering, part of the Transformation into a Corporation project, authorized by the Legislative Assembly of the State of Paraná through Law 21,272.
The Transformation into a Corporation imposes certain changes in the way the Company operates with adaptation in its corporate governance rules.
In this context, it is proposed a reform in the Company's bylaws in order to exclude specific rules of Law 13,303/2016 ("State Law") and rules of the Corporations Law specific to mixed-economy companies, rules aimed at ensuring the nature of Corporation and the inclusion of requirements of Law 21,272/2022, aiming to safeguard the interest of the State of Paraná and its citizens after the Transformation into Corporation. The proposal includes the following modifications, among others ("Corporation Bylaws"):
(i) creation and issuance of the Golden Share;
(ii) exclusion of the provisions provided by Federal Law No. 13,303, of June 30, 2016;
(iii) creation of limitation so that no shareholder or group of shareholders will exercise votes corresponding to more than 10% of the total votes conferred by the voting shares in each resolution;
(iv) alteration of the attributions of the statutory committees;
(v) alteration of the composition of the Company's board of directors to provide that all members are elected by the general meeting of shareholders, observing the right to vote separately by shareholders holding preferred shares that meet the requirements of art. 141, § 4 of Federal Law 6,404 of December 15, 1976;
(vi) alteration of the composition of the Company's Supervisory Board to three effective members and respective alternates, with a term of office of one year, reelection being permitted;
(vii) exclusion of the need to assess the economic value of the Company's shares for the purpose of reimbursing dissenting shareholders, such value to be calculated solely on the basis of the book value per share, according to the shareholders' equity contained in the latest financial statements approved by the general meeting;
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(viii) adaptation to the structure of a company with dispersed capital and no controlling shareholder; and
(ix) inclusion of a statutory device of protection to shareholding dispersion (poison pill).
The resolution of the General Meeting that approves the bylaws of the Corporation will be subject to a condition precedent to the effective transformation into a Corporation. Thus, the referred to Bylaws will only be effective on the date of settlement of the Potential Offering.
In compliance with the provisions of article 12 of CVM Resolution No. 81 of 2022, Annex V to this Management Proposal and Manual for Participation in General Meetings includes a comparative table highlighting the proposed changes to the Corporation's bylaws. Annex VI presents a report detailing the origin and justification for the proposed changes and an analysis of their legal and economic effects.
Annexes
Annex V - Company's Bylaws reflecting the transformation of the Company into a corporation with dispersed capital and no controlling shareholder, with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex VI - Proposal to amend the Company's Bylaws to transform the Company into a corporation with dispersed capital and no controlling shareholder, describing the current and proposed articles and the justifications for the change, according to art. 12 of CVM Resolution 81/2022
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
7. Authorization for the Company's managers to submit to B3 a request for the Company to join the special segment named Novo Mercado (New Market)
In line with the constant search for improvement in corporate governance, it is proposed, as the culmination of the process initiated in the previous years, the submission to the General Meeting of the proposal for Copel’s admission and effective listing of its shares in the Novo Mercado (New Market), a special segment of the B3 stock market, exclusive for companies that adopt the highest corporate governance practices ("Migration to New Market").
Among these rules, we highlight the capital division exclusively in voting shares, privileging the principle of "one share, one vote" (although limited to 10%, as proposed above), as well as the requirement of specific policies and bodies, many of which are already voluntarily adopted by the Company due to its commitment to the best practices.
The migration to the New Market thus requires the conversion of the Company's preferred shares into common shares, as proposed in item 8 ahead. With the conversion of shares, the Company will no longer have preferred shares, so the Company proposes to terminate the Units program in item 9 below. Finally, it will be necessary to reform the Company's bylaws to reflect the mandatory rules of the Novo Mercado Regulation, which is already proposed at this time in item 10, under certain conditions.
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Thus, it is proposed to authorize the Company to apply for admission to the New Market, observing that the effective approval by B3 may be conditioned to the conversion of shares, approval of the amendment to the bylaws addressed below and the approval of policies and regulations, among other requirements.
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
8. Conversion of Preferred Shares into Common Shares, the effectiveness of which will be subject to the implementation of the New Market Suspensive Conditions
In order to comply with the principle that all shares should have voting rights — although with a limitation of 10% of the total votes per shareholder or group of shareholders —, it is proposed that the General Meeting resolve on the mandatory conversion of all the Company's class A preferred shares and class B preferred shares into common shares, in the proportion of one preferred share to one common share ("Share Conversion").
The Conversion of Shares shall be conditioned to:
(1) the completion of the transformation into Corporation;
(2) the ratification of the Share Conversion by more than half of the holders of preferred shares at a special meeting, pursuant to article 136, paragraph 1 of the Corporation Law ("Ratification"); and
(3) the effective migration to Novo Mercado.
The preferred shareholders will be called to decide on the ratification after the conclusion of the Potential Offering and the actual Transformation into a Corporation. Pursuant to applicable law, the Ratification shall occur within an unextendable period of one year from the approval of the Share Conversion by the extraordinary general meeting.
Shareholders holding class A and class B preferred shares who do not approve the Share Conversion at the special meeting — whether by dissent, abstention or absence — shall have the right to withdraw from the Company by reimbursing the shares they prove to have held uninterruptedly between the date of the material fact announcing the Share Conversion, on June 07, 2023, and the date the withdrawal right is actually exercised, pursuant to article 137, paragraph 1, of the Corporation Law.
Copel reserves the right to call a general meeting to ratify or reconsider the resolution if the directors believe that the payment of the reimbursement price of the class A and class B preferred shares to the dissenting shareholders who exercised their right to withdraw will put the Company's financial stability at risk.
Since the Corporation's bylaws will be in effect at the time the special meeting of preferred shareholders is held, the refund value will correspond to the book value of the share, calculated based on the net worth contained in the latest financial statements approved by the general meeting, subject to the right to draw up a special balance sheet as provided for in art. 45 of the Corporation Law.
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If the Share Conversion is consummated, the Company's capital will be divided exclusively into common, nominative, book-entry shares with no par value, except for a Golden Share held by the State of Paraná. Consequently, the current depositary receipts program consisting of one common share and four class B preferred shares (units) will be terminated, as proposed in item 9 below.
In compliance with the provisions of Article 12 of CVM Resolution No. 81/2022, Annex VII to this Management Proposal and Manual for Participation in General Meetings contains information provided for in Annex F of said resolution regarding the Conversion of Shares. Annex VIII, in turn, provides information regarding the right to withdraw, in accordance with Annex H of CVM Resolution 81/2022.
Annexes
Annex VII - Information regarding the conversion of the Company's preferred shares into common shares, pursuant to art. 18 of CVM Resolution 81/2022
Annex VIII - Information regarding the withdrawal right arising from the conversion of preferred shares into common shares, in accordance with art. 21 of CVM Resolution 81/2022
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
9. Extinction, conditioned to the implementation of the New Market Suspensive Conditions, of the Units program
If the proposals for the Migration to Novo Mercado and the Share Conversion are approved, the Company's capital stock will be divided exclusively into common shares. The depositary receipts, or Units, in turn, are intended to form a security formed by shares of different classes, with different political and economic rights. In this sense, the management proposes to extinguish Copel's Units program, conditioned to the fulfillment of the following conditions ("New Market Suspensive Conditions"):
(i) Transformation into a Corporation;
(ii) Ratification; and
(iii) Migration to Novo Mercado (New Market).
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
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10. Full reform and consolidation of the Company's bylaws, conditioned to the implementation of the New Market Suspensive Conditions, to provide for the Conversion of Shares, the extinction of Units and the inclusion of the mandatory provisions set forth in the New Market regulations
In view of items 7, 8 and 9 above, we propose the full reform and consolidation of the Company's bylaws ("New Market Bylaws") to provide for the mandatory provisions set forth by the Novo Mercado (New Market) regulations, as well as to reflect the termination of the Units. The resolution of the general meeting that approves the New Market Bylaws will be conditioned to the transformation into Corporation, the ratification and the effective migration to Novo Mercado.
In compliance with the provisions of article 12 of CVM Resolution No. 81 of 2022, Annex IX to this Management Proposal and Manual for Participation in General Meetings brings a comparative chart highlighting the proposed changes to the Company's Bylaws. Annex X presents a report detailing the origin and justification for the proposed changes and an analysis of their legal and economic effects.
Annexes
Annex IX - Company Bylaws reflecting conversion of preferred shares into common shares, extinction of Units and inclusion of provisions set forth in the Novo Mercado Listing Rules, with the proposed changes highlighted, according to art. 12 of CVM Resolution 81/2022
Annex X - Proposal to amend the Company's Bylaws to convert preferred shares into common shares, extinguish Units and include the provisions set forth in the Novo Mercado Regulations, describing the current and proposed articles and the justifications for the amendment, pursuant to article 12 of CVM Resolution 81/2022
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
11. Authorization for the managers to practice all the necessary acts, in Brazil and abroad, to put into effect all the above resolutions.
Lastly, it is proposed that the Company's managers be authorized to perform all necessary acts to carry out the resolutions proposed above.
Approvals
This matter was submitted to the analysis and approval of the Board of Directors at its 228th and 230th extraordinary meetings, held on May 24 and June 07, 2023.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date June 7, 2023
| COMPANHIA PARANAENSE DE ENERGIA – COPEL | ||
| By: |
/S/ Daniel Pimentel Slaviero |
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| Daniel Pimentel Slaviero Chief Executive Officer |
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.