Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or 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.
Centrais Elétricas Brasileiras S.A. – ELETROBRAS
(“Eletrobras” or “Company”) invites all of its shareholders to attend to its 186th Extraordinary
General Meeting (“EGM”), as follows:
The EGM will be held entirely remotely pursuant to article
124, paragraph 2-A of Law No. 6.404 of December 15 of 1976 (“Brazilian Corporate Law”), article
5, paragraph 2, item I and article 28, paragraphs 2 and 3, of CVM Resolution No. 81, of March 29, 2022 (“CVM Resolution 81”),
and the article 18, paragraph 1, of the Company’s Bylaws, on April 17,
2023, at 2:00pm, through the digital platform Zoom (“Digital Platform”),
to resolve on the Agenda as set out in the Call Notice attached to this Management Proposal.
The deliberation of the matters on the Agenda by the Company’s
shareholders aim to achieve Eletrobras’ objectives of adopting improvements and procedures in the rules provided for in the Bylaws
in accordance with new governance provisions adopted by the Company, including those contained in regulations and guided by B3.
The matters on the Agenda will be voted by the Company’s
shareholders jointly and, therefore, the approval of a matter may not occur independently of the approval of the other matters contained
on item 1 of the Agenda.
The Company has prepared this Management Proposal, in compliance
with good corporate governance and transparency practices, seeking to guide and clarify all its shareholders about the matters that will
be resolved, placing its Investor Relations Department at its entire disposal to clarify any additional doubts.
CNPJ/ME No. 00.001.180/0001-26
The shareholders shall provide the following documents
to qualify and attend and/or vote at the EGM via the Digital Platform:
The Company clarifies that it will not require the send
of hard copies of the shareholders’ representative documents to its office, neither a signature notarization (reconhecimento
de firma) of the grantors’ signature in the power-of-attorney to represent the shareholder, as well as will not require the
notarization, consularization, apostille and notarized translation of any of the foreign shareholders’ documents, therefore, it
will be sufficient to send the hard copy of the original documents on the above mentioned website. The Company will only accept powers
of attorney granted digitally by the shareholders by means of digital certification, which should comply with the Brazilian Public Key
Infrastructure (ICP-Brasil) standards or by other means that attest the signatory and the integrity of the digital document.
By providing all the documents to support their qualification,
the shareholders or attorney-in-fact, as the case may be, will receive confirmation of their admissibility to attend the EGM.
Pursuant to article 6, paragraph 3 of CVM Resolution 81, if the shareholders fail to provide the required documents within
the period provided for herein and as detailed in the Management Proposal, they will not be allowed to access the Digital Platform.
Detailed information on the rules and procedures for attending
and/or remote voting at the EGM, including guidelines for sending the Voting Ballot, are contained
in the Management Proposal available on the websites of the Company (https://ri.eletrobras.com/),
CVM (https://sistemas.cvm.gov.br/) and B3 (https://www.b3.com.br/pt_br/). The guidelines on the rules of conduct to be adopted
at the EGM will be available on the Digital Platform.
Pursuant to article 7 of Eletrobras’ Bylaws, it is
forbidden to enter into shareholders agreements with the purpose of regulating the exercise of voting rights in a number higher than the
percentage corresponding to ten percent (10%) of the total number of shares into which the voting capital of Eletrobras is divided.
In turn, article 8 of the Eletrobras Bylaws provides a
definition of a group of shareholders for purposes of restricting the exercise of voting rights. In this context the Company requests,
for the purposes of timely examination of the matter, that the shareholders included in the legal situations contemplated in article 8
of the Bylaws, as mentioned above, inform which are the members of the group of shareholders up to two (02) days prior to the date set
for the EGM, i.e., up to 11:59 p.m. on April 15, 2023,
by sending the declaration exclusively on the website address: www.eletrobras.com/AssembleiaVirtual186, specifying the following (“Declaration
of Membership in a Group of Shareholders”):
The model of Declaration of Membership in a Group of Shareholders
is made available by the Company on its website (https://ri.eletrobras.com/informacoes/convocacoes-e-atas/).
Shareholders who do not fit into the legal situations contemplated in article 8 of the Bylaws will not need to send the aforementioned
declaration, and the Company will consider that such shareholders state that they do not belong to any “group of shareholders”
and that they take responsibility for such statement, given the informational duty provided for in the Company’s Bylaws. Furthermore,
as provided for in article 8, paragraph 5 of the Company’s Bylaws, the chairman and secretary of the Meeting may, if they deem necessary,
request the shareholders to provide documents and information to verify whether a shareholder belongs to a “group of shareholders”
that may hold ten percent (10%) or more of the Company’s voting capital.
For ease comprehension and to encourage the attendance
of the Shareholders to the EGM called on, the Company lists below the relevant information regarding the procedures for installation,
attendance at and conduction of the EGM, as well as additional clarification on the Agenda as set out in the Call Notice attached to this
Management Proposal ("Management Proposal").
The Shareholders will be entitled to vote, subject to the
restriction or article 6 of the Company’s Bylaws, on all items of the Agenda contained in the Call Notice.
The Shareholders attendance the EGM is of great importance.
Pursuant to the Brazilian Corporate Law:
If the installation quorum indicated in item (a) above
is not reached, the Company will provide a new call, at least eight (8) days in advance, after which the EGM will be installed in the
presence of any number of shareholders.
To attend the EGM, the Shareholders must be holders of
common shares issued by the Company, and present the following documents:
The Company will verify the documents and the shareholders
will receive confirmation of their admissibility to attend the EGM via Digital Platform. In case of insufficient documentation, the shareholder
shall provide the remaining documentation on the website www.eletrobras.com/AssembleiaVirtual186 until at 11:59 p.m. on April
15, 2023.
In the case a shareholder is represented by an attorney-in-fact,
the attorney-in-fact shall complete the registration with their information on the website www.eletrobras.com/AssembleiaVirtual186 and
on the same website indicate each shareholder that is being represented and provide the respective documents attesting the shareholders
status and representation as mentioned above. After the attorney-in-fact complete the register, they will be redirected to the register
of the represented shareholders, however, if they leave the website page and wish to add more represented shareholders, the attorney-in-fact
shall access www.eletrobras.com/AssembleiaVirtual186 and login with the password created at the time of the registration. The attorney-in-fact
will receive individual confirmation on the qualification status of each shareholder registered in their register and will provide, if
necessary, the complementation of documents.
The attorney-in-fact that may represent more than one shareholder
may only vote at the EGM by the shareholders whose qualification has been confirmed by the Company. In this case, the attorney-in-fact
shall pay attention to paragraph 2 of article 8 of the Bylaws, which establishes that, for purposes of the voting limitation established
in articles 6 and 7 of the Bylaws, which establishes that they will be considered as belonging to the same group of shareholders, any
shareholders represented by the same agent, manager or representative in any capacity, with the exception of (a) the holders of
securities issued under the Company's American Depositary Receipts (“ADR”) program, when represented by the
respective depositary bank; and (b) of the shareholders represented by the attorneys-in-fact indicated by the Company in item (i)
"Representation at the EGM" of this Proposal, in both cases; as long as they do not fit into any of the hypotheses contemplated
in the aforementioned article.
Attendance at the EGM via Digital Platform will be restricted
to shareholders or their attorneys-in-fact that register according to this Management Proposal ("Admitted Shareholders").
The Company warns shareholders that if they fail to provide all the required documents to attend the meeting within the period referred
herein, they will not be able to attend the EGM .
The Admitted Shareholders or their attorneys-in-fact commit
to: (a) use the individual registration only and exclusively for the remote monitoring of the EGM; (b) not transfer or disclose,
in whole or in part, the individual registration to any third party, shareholder or not, the registration being non-transferable; and
(c) not to record or reproduce, in whole or in part, nor to transfer, to any third party, shareholder or not, the content or any
information transmitted by virtual means during the EGM.
If a certain Admitted Shareholder does not receive the
confirmation for virtual access at the EGM up to eight (8) hours before the beginning of the EGM, they must contact the Company's Investor
Relations Superintendence by the e- mail assembleiavirtual@eletrobras.com up to four (4) hours before the beginning of the EGM.
The EGM will be fully recorded, and therefore the Admitted
Shareholder, by accessing the Digital Platform and attending the EGM, is aware of and authorizes the Company to record and make use of
the EGM information, including that of the Admitted Shareholder as a participant in the EGM, consenting to the performance by the Company,
as well as by third parties authorized by the Company, in compliance with applicable legal and regulatory limitations, of collection,
classification, access, reproduction, transmission distribution, processing, filing, evaluation, control, transfer, dissemination, extraction,
recording, organization, structuring, storage, sharing, adaptation, recovery, consultation, use, disclosure by transmission, dissemination
or other form of making available, correlation or combination or restriction of the information contained in the EGM, including the Admitted
Shareholder as a participant in the EGM, provided that the applicable laws and regulations are observed. The purposes of all the uses
mentioned herein shall be for: (a) recording the possibility of manifesting and viewing the documents presented during the EGM; (b) recording
the authenticity and security of the communications during the EGM; (c) recording the presence of the Admitted Shareholders at the EGM
(d) recording the Admitted Shareholders votes at the EGM; (e) compliance with judicial, arbitral, legal, administrative, regulatory, or
self-regulatory determinations; and (f) if the information is necessary to defend the rights of the Company and its administrators in
the judicial, arbitral, administrative, regulatory, and/or self-regulatory jurisdictions.
The Admitted Shareholder expressly acknowledges, understands
and agrees that the recordings and their information will be used and processed by the Company for a period of five (5) years and, thereafter,
may be deleted (unless by judicial, arbitral, legal, administrative, regulatory or self-regulatory determination or in the context of
certain defense of the rights of the Company and its administrators within the scope of a judicial, arbitral, administrative or self-regulatory
proceeding). Each Admitted Shareholder declares that they are aware of the various processing of their information due to legal or regulatory
obligations, of which the respective party controlling the data is an integral part, which is in the Admitted Shareholder's interest,
according to their legitimate expectations, based on the support and promotion of the Company's activity. The Admitted Shareholder's rights
over their personal data may be exercised, only in the manner possibly permitted by applicable laws and regulations, by express communication
to the Company.
Any Admitted Shareholder who wishes to express their opinion
on a certain matter on the EGM Agenda must use the Digital Platform to register such request, so that, the opportunity to speak out may
be given to such Admitted Shareholder in the order in which such requests are received by the EGM Board, through the opening of its audio.
To maintain order and ensure the EGM progresses in a timely manner, a maximum time may be established for the manifestation of each participating
shareholder.
Any written manifestation, sent to the EGM Board on the
e-mail assembleiavirtual@eletrobras.com until the end of the EGM, by any Admitted Shareholder or their attorney-in-fact, will be attached
to the EGM minutes, if expressly requested.
Shareholders who wish to have the opportunity to speak
out on a matter not related to the Agenda of the EGM must use the usual communication channels for contact with the Company set forth
in the Company’s Investor Relations area.
The Company is not responsible for connection problems
that the Admitted Shareholders may experience and other situations that are not under the Company's control, such as internet connection
instability or incompatibility of the Digital Platform with the Admitted Shareholder's equipment.
The Company strongly recommends that Admitted Shareholders:
(a) test and familiarize themselves with the Digital Platform in advance in order to avoid incompatibility of their electronic equipment
with the Digital Platform and other problems with its use on the day of the EGM; and (b) access the Digital Platform at least thirty (30)
minutes before the beginning of the EGM in order to avoid possible operational problems.
In order to assist its shareholders, the Company will provide
remote technical support and make available to Admitted Shareholders a guide with basic instructions for accessing the EGM via Digital
Platform.
Any questions or clarifications about the issues above
may be solved or obtained, as the case may be, by contacting the Investor Relations Office, by means of the e-mail assembleiavirtual@eletrobras.com.
To attend the EGM through this method, the Company's shareholders
must fill in the appropriate fields, sign the Voting Ballot and send it, up to seven (7) days prior to the date of the EGM, to: (a) Banco
Bradesco S.A., the bookkeeping agent for the shares issued by the Company ("Bookkeeping Agent"); (b) the custody agent
responsible for the custody of the shares issued by the Company to which they belong ("Custody Agent"), provided that
they are qualified to receive the Voting Ballot under the terms of CVM Resolution 81; or, further, (c) the Company, directly, by mail
or electronic mail.
In addition, it should be noted that under CVM Resolution
81, Custodian Agents may, but are not required to, receive the Voting Ballots from the Company's shareholders. As a result, shareholders
are recommended to check with the respective Custodian Agent whether it will provide such service, as well as its costs and procedures.
In cases where the Custodian Agents chooses to receive the Voting Ballots, the Company's shareholders may also, at their sole discretion,
send the Voting Ballots directly to such agents.
Also, pursuant to CVM Resolution 81, shareholders who
so wish may also forward the Voting Ballot directly to the Company, and in this case must observe the following rules:
The Company's management proposes that the shareholders
approve the amendment of the Bylaws to promote specific changes about the adoption of improvements in the Company's internal governance
with the purpose of updating and improving the wording of the Bylaws, arising from the following factors:
Until the completion of its privatization process,
Eletrobras was required to ensure the presence of a representative of the employees on the Company's board of directors, as provided in
article 2 of Law No. 12,353/2010 and article 19 of Law No. 13,303/2016. However, provided the private regime to which Eletrobras
is now subject, such position became optional in light of article 140, paragraph 1 of the Brazilian Corporate Law.
In this context, on June 18, 2022, all of the
members of the board of directors resigned, except for the director representative of the employees, allowing the Company to call an Extraordinary
General Meeting to elect the other members of the board of directors representing the Company’s new legal status as a "true
corporation".
Given this perception of the necessary stability
of the board of directors, especially considering the challenges brought by the privatization - and corresponding unlocking of value levers,
the Company, as authorized by the Brazilian Corporate Law, understands that it is appropriate and appropriate to extinguish the seat assigned
to the representative of the employees at the board of directors, which will be occupied by a member elected by the common shareholders
and, therefore, without amending the current composition of the board of directors of the Company of nine (9) members. Notwithstanding,
the Company's board of directors remains vigilant and encourages initiatives that positively impact its stakeholders, among which employees
stand out.
However, with respect to Mr. Carlos Eduardo Rodrigues
Pereira, whose election occurred in an electoral college of his peers and was duly ratified at the 61st Annual Shareholders
Meeting of the Company, held on April 27, 2021, his term of office, although also set out until the Ordinary Shareholders Meeting of 2025
by the 182nd EGM, will end at the Company's Ordinary Shareholders Meeting to be held in 2024, by virtue of the management term
limit of three (3) years contained in article 140, item III, of the Brazilian Corporate Law, as well as of item 4.5.1 of Level 1 Regulation.
In order to ensure the representativeness of
the employees for the period established by the 182nd EGM, the Company's management foresees the adoption in the Company's
Bylaws of a new Chapter XI entitled "Transitory Provisions", with also the adoption of a new article 53, providing that the
term of office of the current member of the board of directors appointed by the active employees of the Company, notwithstanding the extinction
of such figure under the terms of the previous resolution of the Agenda of this Meeting, shall be in force until its termination (that
is, the holding of the Annual Shareholders' Meeting of 2024); as detailed wording in SCHEDULE 1 of this Management
Proposal.
The comparative table between the currently
valid wording and the suggested new wording can be found in SCHEDULE 1 to this Management Proposal.
The directors recommend that the Shareholders carefully
read all the documentation made available to them in relation to the proposed resolutions and approve them at the end, as they understand
that they are in the best interest of the Company, according to all the content described herein.
The Company, by its Investor Relations Department,
through the telephone numbers (55)(21)2514-6333 or (55)(21)2514-6331, e-mails assembleiavirtual@eletrobras.com
and ombudsman-ri@eletrobras.com, is at your entire disposal for further clarifications about the 186th
Extraordinary General Meeting.
SCHEDULE 1
Amendments to be made to the Bylaws, with comparative table
and legal and economic effects
CURRENT BYLAWS |
PROPOSED AMENDMENTS TO THE BYLAWS |
ORIGIN, JUSTIFICATION AND ANALYSIS OF THE EFFECTS OF THE AMENDMENTS |
BYLAWS OF
CENTRAIS ELÉTRICAS BRASILEIRAS S/A - ELETROBRAS |
BYLAWS OF
CENTRAIS ELÉTRICAS BRASILEIRAS S/A - ELETROBRAS |
Wording unchanged. |
CHAPTER I |
CHAPTER I |
Wording unchanged. |
Corporate Name, Duration, Headquarters and Corporate Purpose of the Company |
Corporate Name, Duration, Headquarters and Corporate Purpose of the Company |
Wording unchanged. |
Article 1 - Centrais Elétricas Brasileiras S.A. - Eletrobras (“Company” or “Eletrobras”) is a publicly-held company, with an indefinite term and governed by these Bylaws (“Bylaws”) and the applicable legal provisions. |
Article 1 - Centrais Elétricas Brasileiras S.A. - Eletrobras (“Company” or “Eletrobras”) is a publicly-held company, with an indefinite term and governed by these Bylaws (“Bylaws”) and the applicable legal provisions. |
Wording unchanged. |
Sole paragraph – With the entry of Eletrobras into the special listing segment called Level 1, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), Eletrobras, its shareholders, administrators and members of the Fiscal Council are subject to the provisions of the B3 Level 1 Listing Regulation (“Level 1 Regulation”). |
Sole paragraph – With the entry of Eletrobras into the special listing segment called Level 1, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), Eletrobras, its shareholders, administrators and members of the Fiscal Council are subject to the provisions of the B3 Level 1 Listing Regulation (“Level 1 Regulation”). |
Wording unchanged. |
Article 2 – Eletrobras has its headquarters and venue in the city of Rio de Janeiro, State of Rio de Janeiro, and may establish, in the country and abroad, branches, agencies, affiliates and offices. |
Article 2 – Eletrobras has its headquarters and venue in the city of Rio de Janeiro, State of Rio de Janeiro, and may establish, in the country and abroad, branches, agencies, affiliates and offices. |
Wording unchanged. |
Sole paragraph – Eletrobras will exercise effective influence on the management of its subsidiaries, including through the definition of administrative, financial, technical and accounting guidelines. |
Sole paragraph – Eletrobras will exercise effective influence on the management of its subsidiaries, including through the definition of administrative, financial, technical and accounting guidelines. |
Wording unchanged. |
Article 3 - Eletrobras has as its corporate purpose: |
Article 3 - Eletrobras has as its corporate purpose: |
Wording unchanged. |
I – carry out studies, projects, construction and operation of power plants and electricity transmission and distribution lines, as well as the execution of company acts resulting from these activities, such as the sale of electricity; and |
I – carry out studies, projects, construction and operation of power plants and electricity transmission and distribution lines, as well as the execution of company acts resulting from these activities, such as the sale of electricity; and |
Wording unchanged. |
II – promote and support research of its business interest in the energy sector, related to the generation, transmission and distribution of electricity, as well as studies of the use of reservoirs for multiple purposes, prospecting and development of alternative sources of energy generation, incentive to the rational and sustainable use of energy and implementation of smart energy networks. |
II – promote and support research of its business interest in the energy sector, related to the generation, transmission and distribution of electricity, as well as studies of the use of reservoirs for multiple purposes, prospecting and development of alternative sources of energy generation, incentive to the rational and sustainable use of energy and implementation of smart energy networks. |
Wording unchanged. |
Paragraph 1 – Eletrobras may carry out the activities contained in its corporate purpose through controlled companies (“subsidiaries”), business consortia and investee companies, being allowed the constitution of new companies, including through association with or without power of control, and the acquisition of shares or capital shares of other companies. |
Paragraph 1 – Eletrobras may carry out the activities contained in its corporate purpose through controlled companies (“subsidiaries”), joint ventures and invested companies, being allowed the constitution of new companies, including through association with or without power of control, and the acquisition of shares or capital shares of other companies. |
Wording unchanged. |
Paragraph 2 – The Company may develop other activities related or complementary to its corporate purpose. |
Paragraph 2 – The Company may develop other activities related or complementary to its corporate purpose. |
Wording unchanged. |
Paragraph 3 – Eletrobras shall take all reasonable steps to ensure that its administrators, agents, employees and any other persons acting on its behalf, as well as its subsidiaries, administrators, agents, employees and any other persons acting on their behalf proceed in accordance with the provisions of the Code of Ethical Conduct and Integrity of Eletrobras Companies, the United States Foreign Corrupt Practices (United States Foreign Corrupt Practices Act of 1977, 15 U.S.C. paragraph 78-dd-1, et seq., as amended), and its subsequent amendments, hereinafter referred to as FCPA and Brazilian anti-corruption legislation. |
Paragraph 3 – Eletrobras shall take all reasonable steps to ensure that its administrators, agents, employees and any other persons acting on its behalf, as well as its subsidiaries, administrators, agents, employees and any other persons acting on their behalf proceed in accordance with the provisions of the Eletrobras Code of Ethical Conduct and Integrity of Eletrobras Companies, the United States Foreign Corrupt Practices (United States Foreign Corrupt Practices Act of 1977, 15 U.S.C. paragraph 78-dd-1, et seq., as amended), and its subsequent amendments, hereinafter referred to as FCPA and Brazilian anti-corruption legislation. |
Wording of paragraph 3 adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
Paragraph 4 – Eletrobras shall guide the Conduct of its business, operations, investments and interactions based on the principles of transparency, corporate responsibility, accountability and sustainable development. |
Paragraph 4 – Eletrobras shall guide the Conduct of its business, operations, investments and interactions based on the principles of transparency, corporate responsibility, accountability and sustainable development. |
Wording unchanged. |
CHAPTER II |
CHAPTER II |
Wording unchanged. |
Capital, Shares and Shareholders |
Capital, Shares and Shareholders |
Wording unchanged. |
Article 4 – The capital is BRL 70,099.825.620,79 (seventy billion, ninety-nine million, eigth hundred and twety-five thousand, six hundred and twety reais and seventy-nine cents) divided into 2,027,011,498 (two billion, twenty-seven million, eleven thousand four hundred and ninety-eight) common shares, 146,920 (one hundred and forty-six thousand, nine hundred and twenty) class "A" preferred shares, 279,941,393 (two hundred seventy-nine million, nine hundred forty-one thousand, three hundred ninety-three) preferred shares of class “B” and one (1) special class preferred share exclusively held by the Federal Government, all without par value. |
Article 4 – The capital is BRL 70,099.825.620,79 (seventy billion, ninety-nine million, eigth hundred and twety-five thousand, six hundred and twety reais and seventy-nine cents) divided into 2,027,011,498 (two billion, twenty-seven million, eleven thousand four hundred and ninety-eight) common shares, 146,920 (one hundred and forty-six thousand, nine hundred and twenty) class "A" preferred shares, 279,941,393 (two hundred seventy-nine million, nine hundred forty-one thousand, three hundred ninety-three) preferred shares of class “B” and one (1) special class preferred share exclusively held by the Federal Government, all without par value. |
Wording unchanged. |
Paragraph 1 – The shares of Eletrobras shall be: |
Paragraph 1 – The shares of Eletrobras shall be: |
Wording unchanged. |
I – common, in nominative form, with the right to one vote per share; |
I – common, in nominative form, with the right to one vote per share; |
Wording unchanged. |
II – classes “A” and “B” preferred, in the nominative form, without the right to vote at the Shareholders’ Meetings, except for legal cases; and |
II – classes “A” and “B” preferred, in the nominative form, without the right to vote at the Shareholders’ Meetings, except for legal cases; and |
Wording unchanged. |
III – 1 (one) special class preferred share, held exclusively by the Federal Government, without the right to vote at the Shareholders’ Meetings, except for the right of veto established in paragraph 3 of article 11 of these Bylaws. |
III – 1 (one) special class preferred share, held exclusively by the Federal Government, without the right to vote at the Shareholders’ Meetings, except for the right of veto established in paragraph 3 of article 11 of these Bylaws. |
Wording unchanged. |
Paragraph 2 – The shares of both types may be kept in deposit accounts in the name of the respective holders, under the book-entry regime, without issuing certificates, in a financial institution contracted for this purpose. |
Paragraph 2 – The shares of both types may be kept in deposit accounts in the name of the respective holders, under the book-entry regime, without issuing certificates, in a financial institution contracted for this purpose. |
Wording unchanged. |
Paragraph 3 – Whenever there is a transfer of ownership of shares, the depositary financial institution may charge, from the selling shareholder, the cost related to the service of such transfer, subject to the maximum limits set by the Brazilian Securities and Exchange Commission – CVM. |
Paragraph 3 – Whenever there is a transfer of ownership of shares, the depositary financial institution may charge, from the selling shareholder, the cost related to the service of such transfer, subject to the maximum limits set by the Brazilian Securities and Exchange Commission – CVM. |
Wording unchanged. |
Paragraph 4 – The voting rights of common shares at Shareholders’ Meetings shall be applied in compliance with the limits set forth in these Bylaws. |
Paragraph 4 – The voting rights of common shares at Shareholders’ Meetings shall be applied in compliance with the limits set forth in these Bylaws. |
Wording unchanged. |
Article 5 – Eletrobras is authorized to increase its capital up to the limit of one hundred billion Brazilian reais (BRL100,000,000,000.00), by resolution of the Board of Directors, regardless of statutory reform, through the issuance of common shares. |
Article 5 – Eletrobras is authorized to increase its capital up to the limit of one hundred billion Brazilian reais (BRL100,000,000,000.00), by resolution of the Board of Directors, regardless of statutory reform, through the issuance of common shares. |
Wording unchanged. |
Paragraph 1 – The Board of Directors shall establish the conditions of issue, subscription, form and term of Payment, price per share, form of placement (public or private) and its distribution in the country or abroad. |
Paragraph 1 – The Board of Directors shall establish the conditions of issue, subscription, form and term of Payment, price per share, form of placement (public or private) and its distribution in the country or abroad. |
Wording unchanged. |
Paragraph 2 – At the discretion of the Board of Directors, the issuance of shares, debentures convertible into shares and subscription bonuses may be carried out, within the limit of the authorized capital, without preemptive Rights or with reduction of the term referred to in article 171, paragraph 4 of Law 6,404/1976, as amended (“Brazilian Corporate Law”), whose placement is made through sale on the stock Exchange or by public subscription, or in accordance with a stock option plan approved by the Shareholders’ Meeting, under the terms established by law. |
Paragraph 2 – At the discretion of the Board of Directors, the issuance of shares, debentures convertible into shares and subscription bonuses may be carried out, within the limit of the authorized capital, without preemptive Rights or with reduction of the term referred to in article 171, paragraph 4 of Law 6,404/1976, as amended (“Brazilian Corporate Law”), whose placement is made through sale on the stock Exchange or by public subscription, or in accordance with a stock option plan approved by the Shareholders’ Meeting, under the terms established by law. |
Wording unchanged. |
Article 6 – It is forbidden for any shareholder or group of Shareholders, Brazilian or foreign, public or private, to exercise the right to vote in a number greater than the equivalent to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras is divided, regardless of its participation in the capital. |
Article 6 – It is forbidden for any shareholder or group of Shareholders, Brazilian or foreign, public or private, to exercise the right to vote in a number greater than the equivalent to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras is divided, regardless of its participation in the capital. |
Wording unchanged. |
Sole paragraph – If the preferred shares issued by Eletrobras confer voting Rights under the terms of article 111, paragraph 1, of Law No. 6,404, of 1976, the limitation contained in the caput of this article 6 will cover such preferred shares, so that all shares held by the shareholder or group of shareholders that confer voting rights in relation to a particular resolution (whether common or preferred) are considered for the purpose of calculating the number of votes according to the caput of this article. |
Sole paragraph – If the preferred shares issued by Eletrobras confer voting Rights under the terms of article 111, paragraph 1, of Law No. 6,404, of 1976, the limitation contained in the caput of this article 6 will cover such preferred shares, so that all shares held by the shareholder or group of shareholders that confer voting rights in relation to a particular resolution (whether common or preferred) are considered for the purpose of calculating the number of votes according to the caput of this article. |
Wording unchanged. |
Article 7 – It is forbidden to enter into shareholders’ agreements that aims to regulate the exercise of the right to vote in a number greater than that corresponding to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras is divided, including in the case described in article 6, sole paragraph. |
Article 7 – It is forbidden to enter into shareholders’ agreements that aims to regulate the exercise of the right to vote in a number greater than that corresponding to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras is divided, including in the case described in article 6, sole paragraph. |
Wording unchanged. |
Paragraph 1 - The Company will not file a shareholders' agreement on the exercise of voting rights that conflicts with the provisions of these Bylaws. |
Paragraph 1 - The Company will not file a shareholders' agreement on the exercise of voting rights that conflicts with the provisions of these Bylaws. |
Wording unchanged. |
Paragraph 2 - The chairman of the Eletrobras meeting shall not count votes cast in disagreement with the rules stipulated in articles 6 and 7 of these Bylaws, without prejudice to the exercise of the right of veto by the Federal Government, pursuant to paragraph 3 of article 11 of these Bylaws. |
Paragraph 2 - The chairman of the Eletrobras meeting shall not count votes cast in disagreement with the rules stipulated in articles 6 and 7 of these Bylaws, without prejudice to the exercise of the right of veto by the Federal Government, pursuant to paragraph 3 of article 11 of these Bylaws. |
Wording unchanged. |
Article 8 - For the purposes of these Bylaws, two or more shareholders of the Company shall be considered as a group of shareholders: |
Article 8 - For the purposes of these Bylaws, two or more shareholders of the Company shall be considered as a group of shareholders: |
Wording unchanged. |
I - That are parties to a voting agreement, either directly or through controlled companies, controlling companies or under common control; |
I - That are parties to a voting agreement, either directly or through controlled companies, controlling companies or under common control; |
Wording unchanged. |
II - If one is, directly or indirectly, a controlling shareholder or controlling company of the other or others; |
II - If one is, directly or indirectly, a controlling shareholder or controlling company of the other or others; |
Wording unchanged. |
III - Which are companies directly or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not; or |
III - Which are companies directly or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not; or |
Wording unchanged. |
IV - Companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universality of rights or any other forms of organization or enterprise with the same administrators or managers, or whose administrators or managers are companies directly or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not. |
IV - Companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universality of rights or any other forms of organization or enterprise with the same administrators or managers, or whose administrators or managers are companies directly or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not. |
Wording unchanged. |
Paragraph 1 - In the case of investment funds with a common administrator or manager, only those whose investment policy and exercise of votes at shareholders' meetings, under the terms of the respective regulations, are the responsibility of the administrator or manager, as the case may be, on a discretionary basis. |
Paragraph 1 - In the case of investment funds with a common administrator or manager, only those whose investment policy and exercise of votes at shareholders' meetings, under the terms of the respective regulations, are the responsibility of the administrator or manager, as the case may be, on a discretionary basis. |
Wording unchanged. |
Paragraph 2 - In addition to the provisions of the caput and preceding paragraph of this article, any shareholders represented by the same agent, administrator or representative in any capacity shall be considered parts of the same group of shareholders, except in the case of holders of securities issued under the Company's Depositary Receipts program, when represented by the respective depository bank, provided that they do not fall within any of the other cases provided for in the caput or in paragraph 1 of this article. |
Paragraph 2 - In addition to the provisions of the caput and preceding paragraph of this article, any shareholders represented by the same agent, administrator or representative in any capacity shall be considered parts of the same group of shareholders, except in the case of holders of securities issued under the Company's Depositary Receipts program, when represented by the respective depository bank, provided that they do not fall within any of the other cases provided for in the caput or in paragraph 1 of this article. |
Wording unchanged. |
Paragraph 3 - In the case of shareholders' agreements that deal with the exercise of the right to vote, all its signatories will be considered, in the form of this article, as members of a group of shareholders, for the purpose of applying the limitation on the number of votes referred to in articles 6 and 7. |
Paragraph 3 - In the case of shareholders' agreements that deal with the exercise of the right to vote, all its signatories will be considered, in the form of this article, as members of a group of shareholders, for the purpose of applying the limitation on the number of votes referred to in articles 6 and 7. |
Wording unchanged. |
Paragraph 4 - The shareholders must keep Eletrobras informed about their membership in a group of shareholders under the terms of these Bylaws, if such group of shareholders holds, in total, shares representing ten percent (10%) or more of the voting capital of Eletrobras. |
Paragraph 4 - The shareholders must keep Eletrobras informed about their membership in a group of shareholders under the terms of these Bylaws, if such group of shareholders holds, in total, shares representing ten percent (10%) or more of the voting capital of Eletrobras. |
Wording unchanged. |
Paragraph 5 - The members of the board of shareholders' meetings may request from the shareholders documents and information, as they deem necessary to verify the eventual belonging of a shareholder to a group of shareholders that may hold ten percent (10%) or more of the voting capital of Eletrobras. |
Paragraph 5 - The members of the board of shareholders' meetings may request from the shareholders documents and information, as they deem necessary to verify the eventual belonging of a shareholder to a group of shareholders that may hold ten percent (10%) or more of the voting capital of Eletrobras. |
Wording unchanged. |
Article 9 - The shareholder or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed thirty percent (30%) of the voting capital of Eletrobras and that does not return to a level below such percentage within one hundred and twenty (120) days shall make a public offer for the acquisition of all other common shares, for an amount at least one hundred percent (100%) higher than the highest price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special System of Settlement and Custody - SELIC. |
Article 9 - The shareholder or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed thirty percent (30%) of the voting capital of Eletrobras and that does not return to a level below such percentage within one hundred and twenty (120) days shall make a public offer for the acquisition of all other common shares, for an amount at least one hundred percent (100%) higher than the highest price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special System of Settlement and Custody - SELIC. |
Wording unchanged. |
Sole paragraph - The obligation to make a public offer of acquisition, under the terms of the caput, will not apply to the effective participation, directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision, but will apply if in the future, after reduction, its participation will increase and exceed the percentage of thirty percent (30%) of the voting capital of the Company. |
Sole paragraph - The obligation to make a public offer of acquisition, under the terms of the caput, will not apply to the effective participation, directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision, but will apply if in the future, after reduction, its participation will increase and exceed the percentage of thirty percent (30%) of the voting capital of the Company. |
Wording unchanged. |
Article 10 - The shareholder or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed fifty percent (50%) of the voting capital of Eletrobras and does not return to a level below such percentage within one hundred and twenty (120) days shall make a public offer for the acquisition of all other common shares, for an amount at least two hundred percent (200%) higher than the highest price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special System for Settlement and Custody – SELIC. |
Article 10 - The shareholder or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed fifty percent (50%) of the voting capital of Eletrobras and does not return to a level below such percentage within one hundred and twenty (120) days shall make a public offer for the acquisition of all other common shares, for an amount at least two hundred percent (200%) higher than the highest price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special System for Settlement and Custody – SELIC. |
Wording unchanged. |
Sole paragraph - The obligation to make a public offer for acquisition, under the terms of the caput, will not apply to the effective participation, directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision, but will apply if in the future, after the Offer, its participation increases and exceeds the percentage of fifty percent (50%) of the voting capital of the Company. |
Sole paragraph - The obligation to make a public offer for acquisition, under the terms of the caput, will not apply to the effective participation, directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision, but will apply if in the future, after the Offer, its participation increases and exceeds the percentage of fifty percent (50%) of the voting capital of the Company. |
Wording unchanged. |
Article 11 - The preferred shares cannot be converted into common shares and, in the case of classes "A" and "B", will have priority in the reimbursement of capital and in the distribution of dividends. |
Article 11 - The preferred shares cannot be converted into common shares and, in the case of class of classes "A" and"B", will have priority in the reimbursement of capital and in the distribution of dividends. |
Wording unchanged. |
Paragraph 1 - The preferred shares of class “A”, which are those subscribed until June 23rd, 1969, and those resulting from bonuses attributed to them will have priority in the distribution of dividends, which will be levied at the rate of eight percent per year on the capital belonging to this type and class of shares, to be apportioned equally among them. |
Paragraph 1 - The preferred shares of class “A”, which are those subscribed until June 23, 1969, and those resulting from bonuses attributed to them will have priority in the distribution of dividends, which will be levied at the rate of eight percent per year on the capital belonging to this type and class of shares, to be apportioned equally among them. |
Wording unchanged. |
Paragraph 2 - The preferred shares of class “B”, which are those subscribed as of June 23rd, 1969, will have priority in the distribution of dividends, which will be levied at the rate of six percent (6%) per year, on the capital belonging to this type and class of shares, dividends to be apportioned equally between them. |
Paragraph 2 - The preferred shares of class “B”, which are those subscribed as of June 23, 1969, will have priority in the distribution of dividends, which will be levied at the rate of six percent (6%) per year, on the capital belonging to this type and class of shares, dividends to be apportioned equally between them. |
Wording unchanged. |
Paragraph 3 - The special class preferred share, exclusively owned by the Federal Government, created based on article 3, item III, subparagraph 'c', of Law No. 14,182, of 2021, with article 17, paragraph 7, of Law No. 6,404, of 1976, gives the Federal Government the power of veto in corporate resolutions aimed at modifying the Bylaws for the purpose of removing or modifying the limitation on the exercise of the right to vote and entering into a shareholders' agreement, established in articles 6 and 7 of these Bylaws. |
Paragraph 3 - The special class preferred share, exclusively owned by the Federal Government, created based on article 3, item III, subparagraph 'c', of Law No. 14,182, of 2021, with article 17, paragraph 7, of Law No. 6,404, of 1976, gives the Federal Government the power of veto in corporate resolutions aimed at modifying the Bylaws for the purpose of removing or modifying the limitation on the exercise of the right to vote and entering into a shareholders' agreement, established in articles 6 and 7 of these Bylaws. |
Wording unchanged. |
Paragraph 4 - Class "A" and class "B" preferred shares will participate, on equal terms, with the common shares and the special class preferred share in the distribution of dividends, after they are guaranteed the lowest of the minimum dividends provided for in paragraphs 1 and 2, subject to the provisions of paragraph 5. |
Paragraph 4 - Class "A" and class "B" preferred shares will participate, on equal terms, with the common shares and the special class preferred share in the distribution of dividends, after they are guaranteed the lowest of the minimum dividends provided for in paragraphs 1 and 2, subject to the provisions of paragraph 5. |
Wording unchanged. |
Paragraph 5 – Class “A” and class “B” preferred shares shall be entitled to receive a dividend, for each share, at least ten percent (10%) greater than that attributed to each common share. |
Paragraph 5 – Class “A” and class “B” preferred shares shall be entitled to receive a dividend, for each share, at least ten percent (10%) greater than that attributed to each common share. |
Wording unchanged. |
Article 12 – The capital increases of Eletrobras will be carried out through public or private subscription and incorporation of reserves, capitalizing the Resources through the modalities admitted by law. |
Article 12 – The capital increases of Eletrobras will be carried out through public or private subscription and incorporation of reserves, capitalizing the Resources through the modalities admitted by law. |
Wording unchanged. |
Sole paragraph – In capital increases, preference will be assured to all Eletrobras shareholders, in proportion to their shareholding, except in the case of paragraph 2 of article 5. |
Sole paragraph – In capital increases, preference will be assured to all Eletrobras shareholders, in proportion to their shareholding, except in the case of paragraph 2 of article 5. |
Wording unchanged. |
Article 13 – The payment of shares shall comply with the rules and conditions established by the Board of Directors. |
Article 13 – The payment of shares shall comply with the rules and conditions established by the Board of Directors. |
Wording unchanged. |
Sole paragraph - The shareholder who does not make the payment in accordance with the rules and conditions referred to in this article shall be in full right constituted in arrears, applying monetary restatement, interest of twelve percent per year and a fine of ten percent on the amount of the installment due. |
Sole paragraph - The shareholder who does not make the payment in accordance with the rules and conditions referred to in this article shall be in full right constituted in arrears, applying monetary restatement, interest of twelve percent per year and a fine of ten percent on the amount of the installment due. |
Wording unchanged. |
Article 14 – Eletrobras may issue non-convertible securities and debentures. |
Article 14 – Eletrobras may issue non-convertible securities and debentures. |
Wording unchanged. |
Article 15 - Eletrobras, by resolution of the Board of Directors, may acquire its own shares for cancellation, or permanence in treasury and subsequent disposal, provided that up to the amount of the balance of profits and reserves, except the legal reserve, subject to the applicable legal and regulatory provisions. |
Article 15 - Eletrobras, by resolution of the Board of Directors, may acquire its own shares for cancellation, or permanence in treasury and subsequent disposal, provided that up to the amount of the balance of profits and reserves, except the legal reserve, subject to the applicable legal and regulatory provisions. |
Wording unchanged. |
Article 16 - The redemption of shares of one or more classes may be effected by resolution of the Extraordinary General Meeting, regardless of approval at the Special Meeting of the shareholders of the species and classes affected, except for the preferential share of the special class, held exclusively by the Federal Government, which can only be redeemed with legal authorization. |
Article 16 - The redemption of shares of one or more classes may be effected by resolution of the Extraordinary General Meeting, regardless of approval at the Special Meeting of the shareholders of the species and classes affected, except for the preferential share of the special class, held exclusively by the Federal Government, which can only be redeemed with legal authorization. |
Wording unchanged. |
CHAPTER III |
CHAPTER III |
Wording unchanged. |
The Shareholders’ Meeting |
The Shareholders’ Meeting |
Wording unchanged. |
Article 17 - The Annual Shareholders’ Meeting shall be held within the first four (4) months following the end of the fiscal year, on a day and time previously fixed, to: |
Article 17 - The Annual Shareholders’ Meeting shall be held within the first four (4) months following the end of the fiscal year, on a day and time previously fixed, to: |
Wording unchanged. |
I – take the management accounts, examine, discuss and vote on the financial statements; |
I - take the management accounts, examine, discuss and vote on the financial statements; |
Wording unchanged. |
II – resolve on the allocation of net income for the year and the distribution of dividends; |
II - resolve on the allocation of net income for the year and the distribution of dividends; |
Wording unchanged. |
III – elect the members of the Board of Directors and the Fiscal Council; |
III - elect the members of the Board of Directors and the Fiscal Council; |
Wording unchanged. |
IV – establish the individual amount of the remuneration of the members of the Fiscal Council, subject to the applicable legislation; and |
IV - establish the individual amount of the remuneration of the members of the Fiscal Council, subject to the applicable legislation; and |
Wording unchanged. |
V – establish the annual global amount of the remuneration of the administrators and members of the Advisory Committees to the Board of Directors. |
V – establish the annual global amount of the remuneration of the administrators and members of the Advisory Committees to the Board of Directors. |
Wording unchanged. |
Article 18 – In addition to the matters provided for in Law No. 6,404 of 1976, the Shareholders’ Meeting shall deliberate on matters submitted to it by the Board of Directors and other matters within its competence. |
Article 18 - In addition to the matters provided for in Law No. 6,404 of 1976, the Shareholders’ Meeting shall deliberate on matters submitted to it by the Board of Directors and other matters within its competence. |
Wording unchanged. |
Paragraph 1 - The Shareholders’ Meeting shall meet in person or digital formats, or partially digital, according to the legislation in force, and shall only resolve on matters on the agenda, contained in the respective call notice, and the approval of matters under generic rubric is prohibited. |
Paragraph 1 - The Shareholders’ Meeting shall meet in person or digital formats, or partially digital, according to the legislation in force, and shall only resolve on matters on the agenda, contained in the respective call notice, and the approval of matters under generic rubric is prohibited. |
Wording unchanged. |
Paragraph 2 - The resolutions of the Meeting shall be taken by majority vote, except for those that require a qualified quorum, with the vote of each shareholder proportional to its shareholding in the Company's capital, respecting the limit corresponding to ten percent (10%) of the voting capital for the vote of each shareholder and group of shareholders, pursuant to articles 6 and 7 of these Bylaws. |
Paragraph 2 - The resolutions of the Meeting shall be taken by majority vote, except for those that require a qualified quorum, with the vote of each shareholder proportional to its shareholding in the Company's capital, respecting the limit corresponding to ten percent (10%) of the voting capital for the vote of each shareholder and group of shareholders, pursuant to articles 6 and 7 of these Bylaws. |
Wording unchanged. |
Paragraph 3 – For the purposes of verifying the quorum for approval of a resolution, the calculation of the total number of possible votes shall consider the limitation of votes provided for in paragraph 2 of this article. |
Paragraph 3 – For the purposes of verifying the quorum for approval of a resolution, the calculation of the total number of possible votes shall consider the limitation of votes provided for in paragraph 2 of this article. |
Wording unchanged. |
Paragraph 4 – The resolutions of the Meeting shall be recorded in the minute book, and may be drawn up in summary form. |
Paragraph 4 – The resolutions of the Meeting shall be recorded in the minute book, and may be drawn up in summary form. |
Wording unchanged. |
Paragraph 5 – Explanations of vote may be recorded, if the shareholder or its representatives so wishes. |
Paragraph 5 – Explanations of vote may be recorded, if the shareholder or its representatives so wishes. |
Wording unchanged. |
Paragraph 6 – The abstention from voting, when it occurs must be included in the minutes and the disclosure document of the Meeting. |
Paragraph 6 – The abstention from voting, when it occurs must be included in the minutes and the disclosure document of the Meeting. |
Wording unchanged. |
Paragraph 7 - The board that will direct the work of the Shareholders’ Meeting will be chaired by the Chairman of the Board of Directors, or by a substitute chosen by the said management body, and the chairman of the board is responsible for the appointment of the secretary. |
Paragraph 7 - The board that will direct the work of the Shareholders’ Meeting will be chaired by the Chairman of the Board of Directors, or by a substitute chosen by the said management body, and the chairman of the board is responsible for the appointment of the secretary. |
Wording unchanged. |
Article 19 – The shareholder may be represented by a power of attorney at the Shareholders’ Meetings, pursuant to article 126, paragraph 1 of Law No. 6,404, of 1976. |
Article 19 – The shareholder may be represented by a power of attorney at the Shareholders’ Meetings, pursuant to article 126, paragraph 1 of Law No. 6,404, of 1976. |
Wording unchanged. |
Paragraph 1 – The documents proving the condition of shareholder and its representation must be delivered according to the call notice. |
Paragraph 1 – The documents proving the condition of shareholder and its representation must be delivered according to the call notice. |
Wording unchanged. |
Paragraph 2 – All shareholders who comply with the requirements set forth in the call notice shall be admitted to the Shareholders’ Meeting. |
Paragraph 2 – All shareholders who comply with the requirements set forth in the call notice shall be admitted to the Shareholders’ Meeting. |
Wording unchanged. |
Paragraph 3 - The recognition of the signature of the power of attorney granted by shareholders not resident in the country and by the holder of Brazilian Depositary Receipts (BDR) is waived, and the instrument of representation must be deposited in timely manner at the headquarters of Eletrobras. |
Paragraph 3 - The recognition of the signature of the power of attorney granted by shareholders not resident in the country and by the holder of Brazilian American Depositary Receipts (BADR) is waived, and the instrument of representation must be deposited in timely manner at the headquarters of Eletrobras. |
Wording of paragraph 3 adjusted to correct the nature of the Company's Depositary Receipts program, without any economic or legal effect. |
CHAPTER IV |
CHAPTER IV |
Wording unchanged. |
Management |
Management |
Wording unchanged. |
Article 20 – The Management of Eletrobras, in the form of these Bylaws and the governing legislation, is the responsibility of the Board of Directors and the Executive Board of Officers. |
Article 20 – The Management of Eletrobras, in the form of these Bylaws and the governing legislation, is the responsibility of the Board of Directors and the Executive Board of Officers. |
Wording unchanged. |
Article 21 – The exercise of the positions of members of the Eletrobras Management, resident or not in the country, is private to individuals, and the management Guarantee may be required for any position of administrator. |
Article 21 – The exercise of the positions of members of the Eletrobras Management, resident or not in the country, is private to individuals, and the management Guarantee may be required for any position of administrator. |
Wording unchanged. |
Sole paragraph - The minutes of the Shareholders’ Meetings or meeting of the Board of Directors, which elect, respectively, directors and officers of the Company, shall contain the qualification of each of the elected members and the term of office and, when the law, these Bylaws, policies and standards of Eletrobras require certain requirements for the investiture in the position of management of Eletrobras, only those who have exhibited the necessary proof of such requirements may be elected and sworn in, of which an authentic copy shall be filed at the registered office. |
Sole paragraph - The minutes of the Shareholders’ Meetings or meeting of the Board of Directors, which elect, respectively, directors and officers of the Company, shall contain the qualification of each of the elected members and the term of office and, when the law, these Bylaws, policies and standards of Eletrobras require certain requirements for the investiture in the position of management of Eletrobras, only those who have exhibited the necessary proof of such requirements may be elected and sworn in, of which an authentic copy shall be filed at the registered office. |
Wording unchanged. |
Article 22 – The investiture in the management position of Eletrobras shall comply with the requirements and impediments imposed by legislation, by these Bylaws and, as applicable, by the internal regulations of the Company that provide for indications of administrators and fiscal directors. |
Article 22 – The investiture in the management position of Eletrobras shall comply with the requirements and impediments imposed by legislation, by these Bylaws and, as applicable, by the internal regulations of the Company that provide for indications of administrators and fiscal directors. |
Wording unchanged. |
Paragraph 1 – Due to absolute incompatibility, the investiture of the Board of Directors and Executive Board of Officers is prohibited: |
Paragraph 1 – Due to absolute incompatibility, the investiture of the Board of Directors and Executive Board of Officers is prohibited: |
Wording unchanged. |
I - representative of the regulatory body to which the Company is subject, of Minister of State, Secretary of State, Municipal Secretary, holder of a position, without a permanent link with the public service, of a special nature or of direction and superior advice in the public administration, of statutory leader of a political party and a holder of a mandate in the Legislative Branch of any entity of the federation, even if licensed from the position; |
I - representative of the regulatory body to which the Company is subject, of Minister of State, Secretary of State, Municipal Secretary, holder of a position, without a permanent link with the public service, of a special nature or of direction and superior advice in the public administration, of statutory leader of a political party and a holder of a mandate in the Legislative Branch of any entity of the federation, even if licensed from the position; |
Wording unchanged. |
II – of a person who has acted, in the last thirty-six (36) months, as a participant in the decision-making structure of a political party or in work linked to the organization, structuring and carrying out of an electoral campaign; and |
II – of a person who has acted, in the last thirty-six (36) months, as a participant in the decision-making structure of a political party or in work linked to the organization, structuring and carrying out of an electoral campaign; and |
Wording unchanged. |
III – of a person who holds a position in a union organization. |
III - of a person who holds a position in a union organization. |
Wording unchanged. |
Paragraph 2 – The legal and integrity requirements shall be analyzed by the People Committee. |
Paragraph 2 – The legal and integrity requirements shall be analyzed by the People Committee. |
Wording unchanged. |
Paragraph 3 - The administrators and members of statutory committees will be invested in their positions by signing a term of investiture made available by the Company, within a maximum period of up to thirty (30) days, counted from the election, which will include the submission of the sworn-in to the Code of Ethical Conduct and Integrity of the Eletrobras Companies and other internal regulations issued by the Company. |
Paragraph 3 - The administrators and members of statutory committees will be invested in their positions by signing a term of investiture made available by the Company, within a maximum period of up to thirty (30) days, counted from the election, which will include the submission of the sworn-in to the Eletrobras Code of Ethical Conduct and Integrity of Eletrobras Companies and other internal regulations issued by the Company. |
Wording of paragraph 3 adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
Paragraph 4 – If the term of investiture is not signed within thirty (30) days after the election, it will become null and void, unless justified by the management body for which it has been elected. |
Paragraph 4 – If the term of investiture is not signed within thirty (30) days after the election, it will become null and void, unless justified by the management body for which it has been elected. |
Wording unchanged. |
Paragraph 5 - The instrument of investiture must contain, under penalty of nullity, the indication of at least one domicile in which the administrator or external member of the statutory committee will receive the summons and subpoenas in administrative and judicial proceedings related to acts of its management and/or attribution, which will be considered fulfilled upon delivery to the indicated domicile, which can only be changed by written communication to Eletrobras. |
Paragraph 5 - The instrument of investiture must contain, under penalty of nullity, the indication of at least one domicile in which the administrator or external member of the statutory committee will receive the summons and subpoenas in administrative and judicial proceedings related to acts of its management and/or attribution, which will be considered fulfilled upon delivery to the indicated domicile, which can only be changed by written communication to Eletrobras. |
Wording unchanged. |
Paragraph 6 - The investiture of the Director residing or domiciled abroad is subject to the constitution of a representative residing in the Country, with powers to receive service of process in actions against him/her proposed based on Brazilian Corporate Law, by means of a power of attorney with an expiration date that must extend for at least three (3) years after the expiration of the Director's term of office. |
Paragraph 6 - The investiture of the Director residing or domiciled abroad is subject to the constitution of a representative residing in the Country, with powers to receive service of process in actions against him/her proposed based on Brazilian Corporate Law, by means of a power of attorney with an expiration date that must extend for at least three (3) years after the expiration of the Director's term of office. |
Wording unchanged. |
Paragraph 7 – When taking office, the administrator must subscribe to the Administrators’ Term of Consent, in accordance with the Provisions of the Level 1 Regulation, and observe the other applicable legal requirements. |
Paragraph 7 – When taking office, the administrator must subscribe to the Administrators’ Term of Consent, in accordance with the Provisions of the Level 1 Regulation, and observe the other applicable legal requirements. |
Wording unchanged. |
Article 23 – It is forbidden for the administrator to deliberate on a matter conflicting with its interests or related to third parties under its influence, pursuant to article 156 of Law 6,404 of 1976, and the accumulation of the positions of chairman of the board of directors and president of the Company by the same person is also prohibited. |
Article 23 – It is forbidden for the administrator to deliberate on a matter conflicting with its interests or related to third parties under its influence, pursuant to article 156 of Law 6,404 of 1976, and the accumulation of the positions of chairman of the board of directors and chief executive officer or executive of the Company by the same person is also prohibited. |
Wording of the caput amended to conform the wording of the Bylaws to the wording of article 156 of the Brazilian Corporate Law, without any legal or economic effect. |
Sole paragraph – The administrator who is conflicted in relation to the topic to be discussed must previously express his conflict of interest or private interest, withdraw from the meeting, refrain from discussing the topic and request registration in the minutes of his absence in the conclave. |
Sole paragraph – The administrator who is conflicted in relation to the topic to be discussed must previously express his conflict of interest or private interest, withdraw from the meeting, refrain from discussing the topic and request registration in the minutes of his absence in the conclave. |
Wording unchanged. |
Article 24 – The term of office of the members of the Board of Directors and the Executive Board of Officers shall be extended until the effective investiture of the new members. |
Article 24 – The term of office of the members of the Board of Directors and the Executive Board of Officers shall be extended until the effective investiture of the new members. |
Wording unchanged. |
Article 25 – The Board of Directors and the Executive Board of Officers shall deliberate with the presence of the majority of its members and its resolutions shall be taken, respectively, by the vote of the majority of the directors or officers present, except in the cases of qualified quorum established in article 26 of these Bylaws. |
Article 25 – The Board of Directors and the Executive Board of Officers shall deliberate with the presence of the majority of its members and its resolutions shall be taken, respectively, by the vote of the majority of the directors or officers present, except in the cases of qualified quorum established in article 26 of these Bylaws. |
Wording unchanged. |
Paragraph 1 – The minutes of the meeting of each management body shall be clearly written and record the resolutions taken, which may be drawn up in summary form, in addition to the persons present, the divergent votes and abstentions from voting, and shall be signed by all members present physically, remotely and electronically. |
Paragraph 1 – The minutes of the meeting of each management body shall be clearly written and record the resolutions taken, which may be drawn up in summary form, in addition to the persons present, the divergent votes and abstentions from voting, and shall be signed by all members present physically, remotely and electronically. |
Wording unchanged. |
Paragraph 2 – The minutes of the meetings of the Board of Directors that contain a resolution intended to produce effects before third parties shall be filed in the Registry of Commerce and published. |
Paragraph 2 – The minutes of the meetings of the Board of Directors that contain a resolution intended to produce effects before third parties shall be filed in the Registry of Commerce and published. |
Wording unchanged. |
Paragraph 3 – The Board of Directors shall meet, ordinarily, once a month, and the Executive Board of Officers, four times a month, permitting in person, digital and hybrid formats, the vote between absent and any other means that enable the authentic and reliable registration of the expression of will of its members, in the form and conditions provided for in their respective Internal Regulations. |
Paragraph 3 – The Board of Directors shall meet, ordinarily, once a month, and the Executive Board of Officers, four times a month, permitting in person, digital and hybrid formats, the vote between absent and any other means that enable the authentic and reliable registration of the expression of will of its members, in the form and conditions provided for in their respective Internal Regulations. |
Wording unchanged. |
Paragraph 4 – It is incumbent upon the respective Chairmen, or the majority of the members of each body of Eletrobras’ management, to call the meetings of the Board of Directors and the Executive Board of Officers. |
Paragraph 4 – It is incumbent upon the respective Chairmen, or the majority of the members of each body of Eletrobras’ management, to call the meetings of the Board of Directors and the Executive Board of Officers. |
Wording unchanged. |
Paragraph 5 – In the resolutions of the Board of Directors and resolutions of the Executive Board of Officers, the respective Chairmen will have, in addition to the personal vote, the tiebreaker. |
Paragraph 5 – In the resolutions of the Board of Directors and resolutions of the Executive Board of Officers, the respective Chairmen will have, in addition to the personal vote, the tiebreaker. |
Wording unchanged. |
Paragraph 6 – The Board of Directors shall meet: (i) at least once a year, without the presence of the President of the Company; (ii) at least twice a year with the presence of the independent external auditors. |
Paragraph 6 – The Board of Directors shall meet: (i) at least once a year, without the presence of the President of the Company; (ii) at least twice a year with the presence of the independent external auditors. |
Wording unchanged. |
Paragraph 7 – The members of the Board of Directors shall have reimbursed their expenses of food, transportation and stay, whenever residents outside the city in which the meeting is held and, only of transportation and food, when resident in the city. |
Paragraph 7 – The members of the Board of Directors shall have reimbursed their expenses of food, transportation and stay, whenever residents outside the city in which the meeting is held and, only of transportation and food, when resident in the city. |
Wording unchanged. |
Article 26 – The approval of the qualified majority of two thirds of the members of the Board of Directors is required for deliberation on: |
Article 26 – The approval of the qualified majority of two thirds of the members of the Board of Directors is required for deliberation on: |
Wording unchanged. |
I – constitution of new companies though the association of Eletrobras and/or subsidiaries with third parties, referred to in paragraph 1 of article 3 of these Bylaws; |
I - constitution of new companies though the association of Eletrobras and/or subsidiaries with third parties, referred to in paragraph 1 of article 3 of these Bylaws; |
Wording unchanged. |
II - transactions with related parties of any nature, except for the direct or indirect subsidiaries of the Company, observing the levels established in the Regulation of Authorities of the Eletrobras companies and without prejudice to the legal competence of the meeting; |
II - transactions with related parties of any nature, except for the direct or indirect subsidiaries of the Company, observing the levels established in the Regulation of Authorities of the Eletrobras companies and without prejudice to the legal competence of the meeting; |
Wording unchanged. |
III – issuance of securities within the authorized capital; |
III - issuance of securities within the authorized capital; |
Wording unchanged. |
IV – amendment of the dividend distribution policy; |
IV - amendment of the dividend distribution policy; |
Wording unchanged. |
V – declaration of interim dividends. |
V - declaration of interim dividends. |
Wording unchanged. |
Article 27 – The members of the Board of Directors and the Executive Board of Officers shall be liable, in accordance with the legislation in force, individually and jointly, for the acts they perform and for the losses resulting from them to the Company. |
Article 27 - The members of the Board of Directors and the Executive Board of Officers shall be liable, in accordance with the legislation in force, individually and jointly, for the acts they perform and for the losses resulting from them to the Company. |
Wording unchanged. |
Paragraph 1 – The Company shall ensure the defense in judicial and administrative proceedings to its administrators, present and past, in addition to maintaining a permanent insurance contract in favor of these administrators, to protect them from liability for acts arising from the exercise of the position or function, in cases where there is no incompatibility with the interests of the Company, covering the entire term of exercise of the respective mandates. |
Paragraph 1 – The Company shall ensure the defense in judicial and administrative proceedings to its administrators, present and past, in addition to maintaining a permanent insurance contract in favor of these administrators, to protect them from liability for acts arising from the exercise of the position or function, in cases where there is no incompatibility with the interests of the Company, covering the entire term of exercise of the respective mandates, as long as the legal standards of conduct to which they are subject are observed. |
Wording of paragraph 1 amended to conform the wording of the Bylaws to the requirements of B3, contained in B3 Official Letter 618/2017, without any legal or economic effect. |
Paragraph 2 – The guarantee provided for in the previous paragraph extends to: |
Paragraph 2 – The guarantee provided for in the previous paragraph extends to: |
Wording unchanged. |
I – to the members of the Fiscal Council and the members of the statutory advisory committees, present and past, |
I – to the members of the Fiscal Council and the members of the statutory advisory committees, present and past, |
Wording unchanged. |
II – to the occupants of trust function, present and past; and |
II - to the occupants of trust function, present and past; and |
Wording unchanged. |
III – employees and agents, present and past, who legally act by delegation of the Company’s administrators. |
III – employees and agents, present and past, who legally act by delegation of the Company’s administrators. |
Wording unchanged. |
Paragraph 3 - The Company may also enter into indemnity agreements with members of the Board of Directors, Fiscal Council, Executive Board of Officers, committees, occupants of a position of trust and all other employees and agents who legally act by delegation of the Company's administrators, in order to cope with certain expenses related to arbitration, judicial or administrative proceedings involving acts performed in the exercise of their duties or powers, as from the date of their possession or the beginning of the contractual relationship with the Company. |
Paragraph 3 - The Company may also enter into indemnity agreements with members of the Board of Directors, Fiscal Council, Executive Board of Officers, committees, occupants of a position of trust and all other employees and agents who legally act by delegation of the Company's administrators, in order to cope with certain expenses related to arbitration, judicial or administrative proceedings involving acts performed in the exercise of their duties or powers, as from the date of their possession or the beginning of the contractual relationship with the Company. |
Wording unchanged. |
Paragraph 4 – Indemnity agreements shall not cover: |
Paragraph 4 – Indemnity agreements shall not cover: |
Wording unchanged. |
I – acts performed outside the exercise of the duties or powers of its signatories; |
I – acts performed outside the exercise of the duties or powers of its signatories; |
Wording unchanged. |
II – acts with bad faith, intent, serious fault or fraud; |
II – acts with bad faith, intent, serious fault or fraud; |
Wording unchanged. |
III – acts performed in their own interest or that of third parties, to the detriment of the company’s social interest; |
III – acts performed in their own interest or that of third parties, to the detriment of the company’s social interest; |
Wording unchanged. |
IV – indemnities arising from social action provided for in article 159 of the Brazilian Corporate Law or compensation for losses referred to in article 11, paragraph 5, item II, of Law No. 6,385/1976; or |
IV – indemnities arising from social action provided for in article 159 of the Brazilian Corporate Law or compensation for losses referred to in article 11, paragraph 5, item II, of Law No. 6,385/1976; or |
Wording unchanged. |
V – other cases provided for in the indemnity contract. |
V – other cases provided for in the indemnity contract. |
Wording unchanged. |
Paragraph 5 – The indemnity contract shall be adequately disclosed and provide, among other issues: |
Paragraph 5 – The indemnity contract shall be adequately disclosed and provide, among other issues: |
Wording unchanged. |
I – the limit value of the coverage offered; |
I – the limit value of the coverage offered; |
Wording unchanged. |
II – the coverage period; and |
II – the coverage period; and |
Wording unchanged. |
III – the decision-making procedure regarding the Payment of coverage, which should guarantee the independence of decisions and ensure that they are taken in the interest of the Company. |
III – the decision-making procedure regarding the Payment of coverage, which should guarantee the independence of decisions and ensure that they are taken in the interest of the Company. |
Wording unchanged. |
Paragraph 6 – The beneficiary of the indemnity contract will be obliged to return to the Company the amounts advanced in cases where, after a final unappealable decision, it is proven that the act practiced by the beneficiary is not subject to indemnification, under the terms of the contract. |
Paragraph 6 – The beneficiary of the indemnity contract will be obliged to return to the Company the amounts advanced in cases where, after a final unappealable decision, it is proven that the act practiced by the beneficiary is not subject to indemnification, under the terms of the contract. |
Wording unchanged. |
Paragraph 7 – It is assured to the Administrators sand Fiscal Directors, as well as to the former administrators and former directors, the knowledge of information and documents contained in the Company’s records or database, indispensable to the administrative or judicial defense, in actions proposed by third parties, of acts practiced during their term of office or mandate. |
Paragraph 7 – It is assured to the Administrators and Fiscal Directors, as well as to the former administrators and former directors, the knowledge of information and documents contained in the Company’s records or database, indispensable to the administrative or judicial defense, in actions proposed by third parties, of acts practiced during their term of office or mandate. |
Wording unchanged. |
Paragraph 8 – In the event of the previous paragraph, the former administrators and former directors will only have access to information and documents classified by the Company as confidential after signing a confidentiality agreement made available by the Company. |
Paragraph 8 – In the event of the previous paragraph, the former administrators and former directors will only have access to information and documents classified by the Company as confidential after signing a confidentiality agreement made available by the Company. |
Wording unchanged. |
CHAPTER V |
CHAPTER V |
Wording unchanged. |
The Board of Directors |
The Board of Directors |
Wording unchanged. |
Article 28 – The Board of Directors shall be composed of nine (9) members, elected by the Shareholders’ Meeting, without alternates, with a unified management term of two (2) years, reelections being allowed, including: |
Article
28 – The
Board of Directors shall be composed of nine (9) members, elected by the Shareholders’ Meeting, without alternates, with a unified
management term of two (2) years, reelections being allowed, including: a
diretor elected in a separate vote at the Shareholders’ Meeting, by a majority of the shareholders holding preferred shares issued
by Eletrobras. |
Amendment
of caput of Article 28 of the Bylaws, to reflect the wording of item I, and exclusion of items I and II, since the Company is
no longer subject to the legal provisions arising from Law No 13,303/16, and, therefore, the obligation to elect a member of the Board
of Directors of the Company to represent the active employees of the Company is inapplicable. |
I – a diretor elected in a separate vote at the Shareholders’ Meeting, by a majority of the shareholders holding preferred shares issued by Eletrobras; and |
I – a diretor elected in a separate vote at the Shareholders’ Meeting, by a majority of the shareholders holding preferred shares issued by Eletrobras; and |
II – a director elected as employee representative, chosen by the direct vote of his peers among the active employees and in an election organized by the Company together with the union entities that represent them. |
II – a director elected as employee representative, chosen by the direct vote of his peers among the active employees and in an election organized by the Company together with the union entities that represent them. |
|
Paragraph 1 – Only preferred shareholders who prove the uninterrupted ownership of their shares during the period of at least three months immediately prior to the Shareholders’ Meeting may exercise the right to choose separately. |
Paragraph
1 – Only preferred shareholders who prove the uninterrupted ownership of their
shares during the period of at least three months immediately prior to the Shareholders’
Meeting may exercise the right to choose separately. |
Wording
unchanged. |
Paragraph 2 – The Board of Directors shall be composed of at least five (5) independent members. |
Paragraph
2 – The Board of Directors shall be composed of at least five (5) independent members. |
Wording
unchanged. |
Paragraph 3 – The characterization as an Independent Director must be resolved in the minutes of the Shareholders’ Meeting that elects him, observing the regulation of the special governance segment of Novo Mercado, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and may be based on the statement sent by the nominee or on the manifestation of the Board of Directors on the classification of the nominee in the independence criteria, inserted in the management’s proposal for the Meeting. |
Paragraph
3 – The characterization as an Independent Director must be
resolved in the minutes of the Shareholders’ Meeting that elects him, observing the regulation of the special governance segment
of Novo Mercado, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”), and may be based on the statement sent
by the nominee or on the manifestation of the Board of Directors on the classification of the nominee in the independence criteria,
inserted in the management’s proposal for the Meeting. |
Wording
unchanged. |
Paragraph 4 – The Board of Directors shall elect its Chairman and its eventual substitute, in the form of its Bylaws. |
Paragraph
4 – The Board of Directors shall elect its Chairman and its eventual substitute, in the form of its
Bylaws. |
Wording
unchanged. |
Article 29 – The shareholder who appoints a candidate to compose the Board of Directors of Eletrobras must inform the Company if the candidate meets all the requirements for investiture, in addition to reporting the other activities and positions, boards and committees that it integrates, especially positions of chairman of the board of directors. |
Article 29 – The shareholder who appoints a candidate to compose the Board of Directors of Eletrobras must inform the Company if the candidate meets all the requirements for investiture, in addition to reporting the other activities and positions, boards and committees that it integrates, especially positions of chairman of the board of directors. |
Wording unchanged. |
Article 30 – In addition to the cases provided for by law, vacancy of office will occur when the member of the Board of Directors fails to attend three consecutive meetings or four interspersed meetings, in the last twelve (12) meetings, without justified reason or license granted by the Board of Directors. |
Article 30 – In addition to the cases provided for by law, vacancy of office will occur when the member of the Board of Directors fails to attend three consecutive meetings or four interspersed meetings, in the last twelve (12) meetings, without justified reason or license granted by the Board of Directors. |
Wording unchanged. |
Paragraph 1 – In the event of a vacancy in the position of Chairman of the Board of Directors, its substitute will guide, at the subsequent meeting of this collegiate, the proposal to elect a new Chairman and a new eventual substitute. |
Paragraph 1 – In the event of a vacancy in the position of Chairman of the Board of Directors, its substitute will guide, at the subsequent meeting of this collegiate, the proposal to elect a new Chairman and a new eventual substitute. |
Wording unchanged. |
Paragraph 2 – In the event of vacancy in the position of director, the substitute shall be appointed by the Board of Directors and shall serve until the first shareholders’ meeting. |
Paragraph 2 – In the event of vacancy in the position of director, the substitute shall be appointed by the Board of Directors and shall serve until the first shareholders’ meeting. |
Wording unchanged. |
Article 31 – The Board of Directors is the senior management body responsible for establishing the general orientation of the Company’s business, defining its strategic direction, ensuring the proper functioning of corporate governance systems, risk management and internal controls and preserving the orderly succession of the management, aiming at the long-term interests of the Company, its continuity and the generation of sustainable value, and it is also responsible, without prejudice to the powers provided for in the legislation in force: |
Article 31 – The Board of Directors is the senior management body responsible for establishing the general orientation of the Company’s business, defining its strategic direction, ensuring the proper functioning of corporate governance systems, risk management and internal controls and preserving the orderly succession of the management, aiming at the long-term interests of the Company, its continuity and the generation of sustainable value, and it is also responsible, without prejudice to the powers provided for in the legislation in force: |
Wording unchanged. |
Strategy: |
Strategy: |
Wording unchanged. |
I – establish the guidelines and strategic objectives of the Company, including the definition of business identity; |
I – establish the guidelines and strategic objectives of the Company, including the definition of business identity; |
Wording unchanged. |
II – discuss, approve, on a proposal from the Executive Board of Officers, and monitor the strategic plan, the respective multiannual plans, as well as the annual budget and investment plans and programs, the goals, as well as evaluate the results in the execution of said plans; |
II – discuss, approve, on a proposal from the Executive Board of Officers, and monitor the strategic plan, the respective multiannual plans, as well as the annual budget and investment plans and programs, the goals, as well as evaluate the results in the execution of said plans; |
Wording unchanged. |
III – define the strategy of commercialization, business growth and investment expansion, as well as the guidelines on transactions and execution of contracts for the purchase and sale of electric energy of Eletrobras and its subsidiaries, as well as their positions in lawsuits related to the Electric Energy market; |
III – define the strategy of commercialization, business growth and investment expansion, as well as the guidelines on transactions and execution of contracts for the purchase and sale of electric energy of Eletrobras and its subsidiaries, as well as their positions in lawsuits related to the Electric Energy market; |
Wording unchanged. |
IV – approve the investment projects of Eletrobras and its subsidiaries, to the extent defined by the internal regulations in force defined by Eletrobras that regulate the levels of approval in Eletrobras companies; |
IV – approve the investment projects of Eletrobras and its subsidiaries, to the extent defined by the internal regulations in force defined by Eletrobras that regulate the levels of approval in Eletrobras companies; |
Wording unchanged. |
Financial statements, dividends and meetings: |
Financial statements, dividends and meetings: |
Wording unchanged. |
V – express an opinion on the management reports, as well as on the accounts of the Executive Board of Officers; |
V – express an opinion on the management reports, as well as on the accounts of the Executive Board of Officers; |
Wording unchanged. |
VI – submit to the Annual Shareholders’ Meeting, each fiscal year, the management report and the financial statements, as well as the proposal for distribution of dividends and application of surplus amounts, attaching its opinion and the opinion of the Fiscal Council, and the report of the independent auditors; |
VI – submit to the Annual Shareholders’ Meeting, each fiscal year, the management report and the financial statements, as well as the proposal for distribution of dividends and application of surplus amounts, attaching its opinion and the opinion of the Fiscal Council, and the report of the independent auditors; |
Wording unchanged. |
VII – authorize the call and submit to the Shareholders’ Meeting issues related to the deliberative body of the shareholders, with prior manifestation on the proposals contained in the convening instrument, not admitting the inclusion of the item “general matters”; |
VII – authorize the call and submit to the Shareholders’ Meeting issues related to the deliberative body of the shareholders, with prior manifestation on the proposals contained in the convening instrument, not admitting the inclusion of the item “general matters”; |
Wording unchanged. |
VIII – analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Company, without prejudice to the performance of the Fiscal Council; |
VIII – analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Company, without prejudice to the performance of the Fiscal Council; |
Wording unchanged. |
IX – resolve on the declaration of interim dividends and on the payment of interest on equity, upon proposal of the Executive Board of Officers; |
IX – resolve on the declaration of interim dividends and on the payment of interest on equity, upon proposal of the Executive Board of Officers; |
Wording unchanged. |
Securities and corporate transactions: |
Securities and corporate transactions: |
Wording unchanged. |
X – authorize the acquisition of shares issued by Eletrobras, for the purpose of cancellation or permanence in treasury and subsequent disposal, as well as resolve on the issuance of simple debentures, not convertible into shares with or without collateral, as well as promissory notes and other securities not convertible into shares; |
X – authorize the acquisition of shares issued by Eletrobras, for the purpose of cancellation or permanence in treasury and subsequent disposal, as well as resolve on the issuance of simple debentures, not convertible into shares with or without collateral, as well as promissory notes and other securities not convertible into shares; |
Wording unchanged. |
XI – approve the issuance of common shares, debentures convertible into common shares and subscription bonuses, up to the limit of the authorized capital, establishing the conditions of issuance, including the price and term of payment; |
XI - approve the issuance of common shares, debentures convertible into common shares and subscription bonuses, up to the limit of the authorized capital, establishing the conditions of issuance, including the price and term of payment; |
Wording unchanged. |
XII – exchange of shares or other securities issued by the Company; |
XII – exchange of shares or other securities issued by the Company; |
Wording unchanged. |
XIII – express a prior opinion on the vote to be cast within the scope of the subsidiaries and affiliates, in relation to the operations of incorporation, spin-off, merger and transformation; |
XIII – express a prior opinion on the vote to be cast within the scope of the subsidiaries and affiliates, in relation to the operations of incorporation, spin-off, merger and transformation; |
Wording unchanged. |
Governance: |
Governance: |
Wording unchanged. |
XIV – approve its Internal Regulations and those of its advisory committees, the Code of Ethical Conduct and Integrity of the Eletrobras companies, the main policies of the Eletrobras companies, as defined by the Board of Directors itself, including policies dealing with dividends, transactions with related parties, equity interests, compliance, risk management, hedge, personnel, remuneration, indication, environmental, sustainability, social responsibility, governance, as well as regulations dealing with powers, remuneration and appointment of administrators and personnel; |
XIV – approve its Internal Regulations and those of its advisory committees, the Eletrobras Code of Ethical Conduct and Integrity of Eletrobras Companies, the main policies of the Eletrobras companies, as defined by the Board of Directors itself, including policies dealing with dividends, transactions with related parties, equity interests, compliance, risk management, hedge, personnel, remuneration, indication, environmental, sustainability, social responsibility, governance, as well as regulations dealing with powers, remuneration and appointment of administrators and personnel; |
Wording of item XIV adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
XV – elect and dismiss, at any time, the members of the Company’s Executive Board of Officers; |
XV – elect and dismiss, at any time, the members of the Company’s Executive Board of Officers; |
Wording unchanged. |
XVI – appoint and dismiss the holder of the Internal Audit, the holder of the Superintendence of Governance and the holder of the Secretariat of Governance; |
XVI – appoint and dismiss the holder of the Internal Audit, the holder of the Superintendence of Governance and the holder of the Secretariat of Governance; |
Wording unchanged. |
XVII – elect the members of the advisory committees and working groups of the Board of Directors, among its members and/or among market people of notorious experience and technical capacity in relation to the specialty of the respective Committee; |
XVII – elect the members of the advisory committees and working groups of the Board of Directors, among its members and/or among market people of notorious experience and technical capacity in relation to the specialty of the respective Committee; |
Wording unchanged. |
XVIII – define the variable remuneration program an establish the individual amount of monthly remuneration due to its members, the members of its advisory committees and the members of the Executive Board of Officers, taking into account the responsibilities, the time dedicated to the functions, the competence, the professional reputation and the value of its services in the market; |
XVIII – define the variable remuneration program an establish the individual amount of monthly remuneration due to its members, the members of its advisory committees and the members of the Executive Board of Officers, taking into account the responsibilities, the time dedicated to the functions, the competence, the professional reputation and the value of its services in the market; |
Wording unchanged. |
XIX – evaluate, annually, the individual and collective performance of the administrators and the collective performance of their advisory committees, with the procedural and methodological support of the People Committee; |
XIX – evaluate, annually, the individual and collective performance of the administrators and the collective performance of their advisory committees, with the procedural and methodological support of the People Committee |
Wording unchanged. |
XX – approve indications, proposed by the Executive Board of Officers, of the persons who must integrate management, advisory and fiscal bodies of the subsidiaries and of the companies and entities in which the Company and its subsidiaries have participation, including indirect ones, and in cases where it deems appropriate, delegate such attribution to the Executive Board of Officers; |
XX – approve indications, proposed by the Executive Board of Officers, of the persons who must integrate management, advisory and fiscal bodies of the subsidiaries and of the companies and entities in which the Company and its subsidiaries have participation, including indirect ones, and in cases where it deems appropriate, delegate such attribution to the Executive Board of Officers; |
Wording unchanged. |
XXI – resolve on matters that, by virtue of legal provision or by determination of the Shareholders’ Meeting, fall under its purview; |
XXI – resolve on matters that, by virtue of legal provision or by determination of the Shareholders’ Meeting, fall under its purview; |
Wording unchanged. |
XXII – decide on the omitted cases of these Bylaws and delegate to the Executive Board of Officers matters within its purview not included in the list of legal attributions of the Board of Directors; |
XXII – decide on the omitted cases of these Bylaws and delegate to the Executive Board of Officers matters within its purview not included in the list of legal attributions of the Board of Directors; |
Wording unchanged. |
Risks, internal controls and compliance: |
Risks, internal controls and compliance: |
Wording unchanged. |
XXIII – implement, directly or through other bodies of the Company, and supervise the risk management systems, internal controls and compliance established for the prevention and mitigation of the main risks to which Eletrobras and its subsidiaries are exposed, including risks related to the integrity of accounting and financial information and those related to the occurrence of corruption and fraud; |
XXIII – implement, directly or through other bodies of the Company, and supervise the risk management systems, internal controls and compliance established for the prevention and mitigation of the main risks to which Eletrobras and its subsidiaries are exposed, including risks related to the integrity of accounting and financial information and those related to the occurrence of corruption and fraud; |
Wording unchanged. |
XXIV – approve the annual work plan of the Internal Audit |
XXIV – approve the annual work plan of the Internal Audit |
Wording unchanged. |
XXV – examine, at any time, the books and papers of Eletrobras, as well as request information on contracts entered into or in the process of being entered into and any other contracts; |
XXV – examine, at any time, the books and papers of Eletrobras, as well as request information on contracts entered into or in the process of being entered into and any other contracts; |
Wording unchanged. |
Legal acts and business: |
Legal acts and business: |
Wording unchanged. |
XXVI – express an opinion on acts and approve contracts, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies; |
XXVI – express an opinion on acts and approve contracts, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies; |
Wording unchanged. |
XXVII – approve the practice of acts that imply a waiver, transaction or arbitration commitment, in accordance with the levels established in the Regulation of Authorities of Eletrobras companies; |
XXVII – approve the practice of acts that imply a waiver, transaction or arbitration commitment, in accordance with the levels established in the Regulation of Authorities of Eletrobras companies; |
Wording unchanged. |
XXVIII – approve the transfer of ownership of the Company’s assets, constitution of real liens and the provision of guarantees to obligations to third parties, in accordance with the levels established in the Regulations of the Eletrobras companies; |
XXVIII – approve the transfer of ownership of the Company’s assets, constitution of real liens and the provision of guarantees to obligations to third parties, in accordance with the levels established in the Regulations of the Eletrobras companies; |
Wording unchanged. |
XXIX – choose and dismiss the independent auditors; |
XXIX – choose and dismiss the independent auditors; |
Wording unchanged. |
XXX – resolve on the Company’s strategic trademarks and patents; |
XXX – resolve on the Company’s strategic trademarks and patents; |
Wording unchanged. |
XXXI
– resolve on making and accepting donations with or without charges and other reasonable free acts, subject to the provisions
of the Eletrobras Companies’ Integrity Program and the Eletrobras Companies’ Code of Ethical Conduct and Integrity, in accordance
with the levels established in the Eletrobras Companies’ Regulations of Authorities, and also considering the Company’s social
responsibilities, as provided for in paragraph 4 of article 154 of the Brazilian Corporate Law; |
XXXI
– resolve on making and accepting donations with or without charges and other reasonable free acts, subject to the provisions
of the Eletrobras Companies’ Integrity Program and the Eletrobras
Code of Ethical Conduct and Integrity,
in accordance with the levels established in the Eletrobras Companies’ Regulations of Authorities, and also considering the Company’s
social responsibilities, as provided for in paragraph 4 of article 154 of the Brazilian Corporate Law; |
Wording of subitem XXXI adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
XXXII – approve the models of the indemnity contracts to be signed by the Company and the procedures that guarantee the independence of the decisions; |
XXXII – approve the models of the indemnity contracts to be signed by the Company and the procedures that guarantee the independence of the decisions; |
Wording unchanged. |
XXXIII – approve the sponsorship of the health care and supplementary pension plan and adherence to a supplementary pension entity, as well as supervise compliance with the limit of participation of Eletrobras in the cost of these benefits; |
XXXIII – approve the sponsorship of the health care and supplementary pension plan and adherence to a supplementary pension entity, as well as supervise compliance with the limit of participation of Eletrobras in the cost of these benefits; |
Wording unchanged. |
XXXIV – approve, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies, the contracting of loans or financing and the provision of guarantees, in the country or abroad, by subsidiary companies; |
XXXIV – approve, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies, the contracting of loans or financing and the provision of guarantees, in the country or abroad, by subsidiary companies; |
Wording unchanged. |
Business management and efficiency: |
Business management and efficiency: |
Wording unchanged. |
XXXV – determine the distribution and redistribution of charges and duties among the members of the Executive Board of Officers; |
XXXV – determine the distribution and redistribution of charges and duties among the members of the Executive Board of Officers; |
Wording unchanged. |
XXXVI – grant leave or license to the President of the Company, including paid leave; |
XXXVI – grant leave or license to the President of the Company, including paid leave; |
Wording unchanged. |
XXXVII – approve collective bargaining agreements, employee profit sharing program, job and salary plan, function plan and employee dismissal program; |
XXXVII – approve collective bargaining agreements, employee profit sharing program, job and salary plan, function plan and employee dismissal program; |
Wording unchanged. |
XXXVIII – approve the maximum number of personnel of Eletrobras companies and general guidelines for hiring personnel at Eletrobras and its subsidiaries; |
XXXVIII – approve the maximum number of personnel of Eletrobras companies and general guidelines for hiring personnel at Eletrobras and its subsidiaries; |
Wording unchanged. |
XXXIX – approve and supervise the fulfillment of the specific goals and results to be achieved by the members of the Executive Board of Officers; |
XXXIX – approve and supervise the fulfillment of the specific goals and results to be achieved by the members of the Executive Board of Officers; |
Wording unchanged. |
XL – approve the business performance goals of the subsidiaries. |
XL – approve the business performance goals of the subsidiaries. |
Wording unchanged. |
Associative guidelines: |
Associative guidelines: |
Wording unchanged. |
XLI – authorize the incorporation of wholly-owned subsidiaries, the Company’s interests in subsidiaries or affiliates, the transfer of termination of such interest, as well as the acquisition of shares or quotas of other companies; |
XLI – authorize the incorporation of wholly-owned subsidiaries, the Company’s interests in subsidiaries or affiliates, the transfer of termination of such interest, as well as the acquisition of shares or quotas of other companies; |
Wording unchanged. |
XLII – resolve on the association referred to in paragraph 1 of article 3 of these Bylaws; |
XLII – resolve on the association referred to in paragraph 1 of article 3 of these Bylaws; |
Wording unchanged. |
XLIII – resolve on the shareholders’ agreements to be signed by Eletrobras and its subsidiaries and, in the case of amendments, only when it involves aspects related to article 118 of Law 6,404/1976; and |
XLIII – resolve on the shareholders’ agreements to be signed by Eletrobras and its subsidiaries and, in the case of amendments, only when it involves aspects related to article 118 of Law 6,404/1976; and |
Wording unchanged. |
XLIV – deliberate on the organization of technical-scientific research entities of business interest to Eletrobras in the energy sector. |
XLIV – deliberate on the organization of technical-scientific research entities of business interest to Eletrobras in the energy sector. |
Wording unchanged. |
Paragraph 1 – The board of directors of the company must prepare and disclose a reasoned opinion on any Public Offering for Acquisition (“OPA”) that has as its object the shares issued by the company, within fifteen (15) days of the publication of the notice of said OPA, in which it will manifest, at least: |
Paragraph 1 – The board of directors of the company must prepare and disclose a reasoned opinion on any Public Offering for Acquisition of Shares (“OPA”) that has as its object the shares issued by the company, within fifteen (15) days of the publication of the notice of said OPA, in which it will manifest, at least: |
Wording of paragraph 1 adjusted to conform to the Brazilian Corporate Law, without any legal or economic effect. |
I – on the convenience and opportunity of the takeover bid regarding the interest of the company and the set of its shareholders, including in relation to the price and the potential impacts on the liquidity of the shares; |
I – on the convenience and opportunity of the takeover bid regarding the interest of the company and the set of its shareholders, including in relation to the price and the potential impacts on the liquidity of the shares; |
Wording unchanged. |
II – regarding the strategic plans disclosed by the offeror in relation to the company; and |
II – regarding the strategic plans disclosed by the offeror in relation to the company; and |
Wording unchanged. |
III – regarding the alternatives to the acceptance of the takeover bid available on the market. |
III – regarding the alternatives to the acceptance of the takeover bid available on the market. |
Wording unchanged. |
Paragraph 2 – The opinion of the board of directors, referred to in the previous paragraph, must cover the reasoned opinion favorable or contrary to the acceptance of the OPA, warning that it is the responsibility of each shareholder to make the final decision on said acceptance. |
Paragraph 2 – The opinion of the board of directors, referred to in the previous paragraph, must cover the reasoned opinion favorable or contrary to the acceptance of the OPA, warning that it is the responsibility of each shareholder to make the final decision on said acceptance. |
Wording unchanged. |
Paragraph 3 – The Board of Directors may determine the performance of inspections, audits or accountability in the Company, as well as the hiring of experts, experts or external auditors, to better instruct the matters subject to its deliberation. |
Paragraph 3 – The Board of Directors may determine the performance of inspections, audits or accountability in the Company, as well as the hiring of experts, experts or external auditors, to better instruct the matters subject to its deliberation. |
Wording unchanged. |
Paragraph 4 – Without prejudice to the duties conferred upon it by the Internal Regulations, the Chairman of the Board of Directors shall: |
Paragraph 4 – Without prejudice to the duties conferred upon it by the Internal Regulations, the Chairman of the Board of Directors shall: |
Wording unchanged. |
I – convene and preside over the meetings of the body, observing compliance with the Bylaws and the Internal Regulations; |
I - convene and preside over the meetings of the body, observing compliance with the Bylaws and the Internal Regulations; |
Wording unchanged. |
II – coordinate the work related to the succession plans of the members of the Board of Directors and the Executive Board of Officers, with the support of the People Committee; and |
II - coordinate the work related to the succession plans of the members of the Board of Directors and the Executive Board of Officers, with the support of the People Committee; and |
Wording unchanged. |
III – propose to the Board of Directors appointments to compose the advisory committees, including external members. |
III - propose to the Board of Directors appointments to compose the advisory committees, including external members. |
Wording unchanged. |
Article 32 - The Board of Directors, for the better performance of its functions, may create Committees or transitory work groups with defined objectives, being composed by members of Management and professionals with specific knowledge. |
Article 32 - The Board of Directors, for the better performance of its functions, may create Committees or transitory work groups with defined objectives, being composed by members of Management and professionals with specific knowledge. |
Wording unchanged. |
Paragraph 1 - The Board of Directors shall have the permanent support of three (3) statutory advisory committees with specific duties of analysis and recommendation on certain matters, directly linked to the Board: |
Paragraph 1 - The Board of Directors shall have the permanent support of three (3) statutory advisory committees with specific duties of analysis and recommendation on certain matters, directly linked to the Board: |
Wording unchanged. |
I - People Committee; |
I - People Committee; |
Wording unchanged. |
II - Strategy, Governance and Sustainability Committe; |
II - Strategy, Governance and Sustainability Committe; |
Wording unchanged. |
III - Audit and Risks Committe. |
III - Audit and Risks Committe. |
Wording unchanged. |
Paragraph 2 – The committees mentioned in the previous paragraph will have their compositions and other rules of operation disciplined in their respective internal regulations, including the duties to be exercised by the respective coordinators and any extension of their scope and performance for the subsidiaries of Eletrobras. |
Paragraph 2 – The committees mentioned in the previous paragraph will have their compositions and other rules of operation disciplined in their respective internal regulations, including the duties to be exercised by the respective coordinators and any extension of their scope and performance for the subsidiaries of Eletrobras. |
Wording unchanged. |
Paragraph 3 - The opinions of the Committees are not a necessary condition for the presentation of matters to the examination and resolution of the Board of Directors; |
Paragraph 3 - The opinions of the Committees are not a necessary condition for the presentation of matters to the examination and resolution of the Board of Directors; |
Wording unchanged. |
Article 33 – The purpose of the Audit and Risks Committee is to advise the Company’s Board of Directors in the exercise of its functions and will have attribution, without prejudice to others provided for in its Bylaws, approved by the Board of Directors, for analysis and manifestation on the following matters: |
Article 33 – The purpose of the Audit and Risks Committee is to advise the Company’s Board of Directors in the exercise of its functions and will have attribution, without prejudice to others provided for in its Bylaws, approved by the Board of Directors, for analysis and manifestation on the following matters: |
Wording unchanged. |
I - give an opinion on the hiring and dismissal of independent audit services; |
I - give an opinion on the hiring and dismissal of independent audit services; |
Wording unchanged. |
II - supervise the activities: a) of the independent auditors, in order to evaluate their Independence; the quality of the services provided; and the adequacy of the services provided to the needs of the company; b) the internal control area of the company; c) the internal audit area of the company; and d) the area of preparation of the company’s financial statements; |
II - supervise and monitor the activities: a) of the independent auditors, in order to evaluate their Independence; the quality of the services provided; and the adequacy of the services provided to the needs of the company; b) the internal control area of the company; c) the internal audit area of the company; and d) the area of preparation of the company’s financial statements; |
Wording of item II amended to conform the Bylaws to B3's requirements contained in Official Letter B3 618/2017, without any legal or economic effect. |
III - evaluate the quarterly information, interim statements and financial statements; |
III - evaluate the quarterly information, interim statements and financial statements; |
Wording unchanged. |
IV - monitor the quality and integrity of: a) the internal control mechanisms; b) the quarterly information, interim statements and financial statements of the Company; and c) the information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements not provided for in the structure of the usual reports of the financial statements; |
IV - monitor the quality and integrity of: a) the internal control mechanisms; b) the quarterly information, interim statements and financial statements of the Company; and c) the information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements not provided for in the structure of the usual reports of the financial statements; |
Wording unchanged. |
V - evaluate and monitor the company's risk exposures; |
V - evaluate and monitor the company's risk exposures; |
Wording unchanged. |
VI - evaluate and monitor, together with management and the internal audit area, the adequacy of transactions with related parties carried out by the company and their respective disclosures; |
VI - evaluate and monitor, together with management and the internal audit area, the adequacy of transactions with related parties carried out by the company and their respective disclosures; |
Wording unchanged. |
VII - prepare an annual summary report, to be presented together with the financial statements disclosed to the market, containing a description of: a) its activities, the results and conclusions reached and the recommendations made; and b) any situations in which there is significant disagreement between the company's management, the independent auditors and the CAE in relation to the company's financial statements; |
VII - prepare an annual summary report, to be presented together with the financial statements disclosed to the market, containing a description of: a) its activities, the results and conclusions reached and the recommendations made; and b) any situations in which there is significant disagreement between the company's management, the independent auditors and the CAE Audit and Risks Committee in relation to the company's financial statements; |
Item VII amended to make uniform the nomenclature of the Audit and Risks Committee in the Bylaws, without any legal or economic effect. |
VIII – have the means to receive and process information about non-compliance with legal and regulatory provisions applicable to the company, in addition to internal regulations and codes, including specific procedures for protect the provider and the confidentiality of the information; |
VIII – have the means to receive and process information about non-compliance with legal and regulatory provisions applicable to the company, in addition to internal regulations and codes, including specific procedures for protect the provider and the confidentiality of the information; |
Wording unchanged. |
IX - monitor compliance activities, reporting channel and manifestation handling management, including ethical infractions; and |
IX - monitor compliance activities, reporting channel and manifestation handling management, including ethical infractions; and |
Wording unchanged. |
X - evaluate, monitor, and recommend to management the correction or improvement of the company's internal policies, including the policy of transactions between related parties. |
X - evaluate, monitor, and recommend to management the correction or improvement of the company's internal policies, including the policy of transactions between related parties. |
Wording unchanged. |
Paragraph 1 - The Statutory Audit Committee shall be composed of at least three (3) members and at most five (5), who shall have professional experience or academic training compatible with the position, preferably in the area of accounting, auditing or in the Company's sector of activity, and at least one (1) member shall have recognized professional experience in corporate accounting matters, under the terms of the regulations issued by CVM, and all its members shall be independent, among which, at least one (1) shall be an independent Director of the Company, also observing the conditions imposed by applicable national or foreign legislation and regulations, including the provisions of the Sarbanes-Oxley Act and the rules issued by the Securities and Exchange Commission ("SEC") and by the New York Stock Exchange ("NYSE"). |
Paragraph 1 – The Statutory Audit and Risks Committee shall be composed of at least three (3) members and at most five (5), who shall have professional experience or academic training compatible with the position, preferably in the area of accounting, auditing or in the Company's sector of activity, and at least one (1) member shall have recognized professional experience in corporate accounting matters, under the terms of the regulations issued by CVM, and all its members shall be independent, among which, at least one (1) shall be an independent Director of the Company, also observing the conditions imposed by applicable national or foreign legislation and regulations, including the provisions of the Sarbanes-Oxley Act and the rules issued by the Securities and Exchange Commission ("SEC") and by the New York Stock Exchange ("NYSE"). |
Paragraph 1 wording amended to make uniform the nomenclature of the Audit and Risks Committee in the Bylaws, without any legal or economic effect. |
Paragraph 2 - The characteristics referred to in the paragraph above may be accumulated by the same member of the Audit and Risks Committee, and the election of external members other than directors is also allowed, provided that the independence requirements are met. |
Paragraph 2 - The characteristics referred to in the paragraph above may be accumulated by the same member of the Audit and Risks Committee, and the election of external members other than directors is also allowed, provided that the independence requirements are met. |
Wording unchanged. |
Paragraph 3 - In case of vacancy of a member of the Audit and Risks Committee, the Board of Directors shall elect its successor to start a new term of office. |
Paragraph 3 - In case of vacancy of a member of the Audit and Risks Committee, the Board of Directors shall elect its successor to start a new term of office. |
Wording unchanged. |
Paragraph 4 - The Audit and Risks Committee must inform its activities monthly to the Company's Board of Directors, and the minutes of the meeting of the Board of Directors, or the corresponding certificate of minutes, must be disclosed for the purpose of indicating that such a report has been made. |
Paragraph 4 - The Audit and Risks Committee must inform its activities monthly to the Company's Board of Directors, and the minutes of the meeting of the Board of Directors, or the corresponding certificate of minutes, must be disclosed for the purpose of indicating that such a report has been made. |
Wording unchanged. |
Paragraph 5 - The Audit and Risks Committee shall be endowed with operational autonomy and its own budget approved by the Board of Directors, intended to cover expenses with its operation. |
Paragraph 5 - The Audit and Risks Committee shall be endowed with operational autonomy and its own budget approved by the Board of Directors, intended to cover expenses with its operation. |
Wording unchanged. |
Paragraph 6 - The participation, as members of the Audit and Risks Committee, of officers of the Company, its subsidiaries and affiliates is prohibited. |
Paragraph 6 - The participation, as members of the Audit and Risks Committee, of officers of the Company, its subsidiaries and affiliates is prohibited. |
Wording unchanged. |
Article 34 - The People Committee shall analyze the requirements for investiture in the position of management and fiscal councilor of the Company, in accordance with the legal and statutory provisions and also considering the rules established in internal regulations that deal with appointments of administrators and fiscal directors. |
Article 34 - The People Committee shall analyze the requirements for investiture in the position of management and fiscal councilor of the Company, in accordance with the legal and statutory provisions and also considering the rules established in internal regulations that deal with appointments of administrators and fiscal directors. |
Wording unchanged. |
Sole Paragraph - It is also incumbent upon the People Committee to assist the Board of Directors in the preparation and monitoring of the management succession plan, in the strategy of remuneration of the administrators and members of the advisory committees and in the proposals and other matters relating to personnel policy. |
Sole Paragraph - It is also incumbent upon the People Committee to assist the Board of Directors in the preparation and monitoring of the management succession plan, in the strategy of remuneration of the administrators and members of the advisory committees and in the proposals and other matters relating to personnel policy. |
Wording unchanged. |
Article 35 - The purpose of the Strategy, Governance and Sustainability Committee shall be to advise the Board of Directors on strategic matters, sustainability practices and their alignment with strategic and business plans, corporate governance practices, in addition to other duties conferred on it by the Board of Directors and contained in its Bylaws. |
Article 35 - The purpose of the Strategy, Governance and Sustainability Committee shall be to advise the Board of Directors on strategic matters, sustainability practices and their alignment with strategic and business plans, corporate governance practices, in addition to other duties conferred on it by the Board of Directors and contained in its Bylaws. |
Wording unchanged. |
CHAPTER VI |
CHAPTER VI |
Wording unchanged. |
The Executive Board of Officers |
The Executive Board of Officers |
Wording unchanged. |
Article 36 - The Executive Board of Officers, whose members will be elected and dismissed at any time by the Board of Directors, will be composed of the President and up to fifteen (15) Executive Vice-President officers, of a statutory nature, residing in the country, respecting the minimum of three (3) members, with a unified management term of two (2) years, being allowed renewals. |
Article 36 - The Executive Board of Officers, whose members will be elected and dismissed at any time by the Board of Directors, will be composed of the President and up to fifteen (15) Executive Vice-President officers, of a statutory nature, residing in the country, respecting the minimum of three (3) members, with a unified management term of two (2) years, being allowed renewals. |
Wording unchanged. |
Paragraph 1 - The Board of Directors shall observe in the choice and election of the members of the Executive Board of Officers their professional capacity, notorious knowledge and expertise in the respective areas of contact and the alignment of their professional profile to the duties of the position. |
Paragraph 1 - The Board of Directors shall observe in the choice and election of the members of the Executive Board of Officers their professional capacity, notorious knowledge and expertise in the respective areas of contact and the alignment of their professional profile to the duties of the position. |
Wording unchanged. |
Paragraph 2 - The members of the Executive Board of Officers shall exercise their positions on a full-time basis and with exclusive dedication to the service of the Company, exceptionally allowed, after justification and approval by the Board of Directors, the concomitant exercise in management positions in subsidiaries and affiliates of the Company and in boards of management/deliberative boards of other companies and associations. |
Paragraph 2 - The members of the Executive Board of Officers shall exercise their positions on a full-time basis and with exclusive dedication to the service of the Company, exceptionally allowed, after justification and approval by the Board of Directors, the concomitant exercise in management positions in subsidiaries and affiliates of the Company and in boards of management/deliberative boards of other companies and associations. |
Wording unchanged. |
Paragraph 3 - A person who has already completed sixty-five (65) years of age on the date of the election cannot be elected to occupy a position on the Executive Board of Officers, except in exceptional cases duly justified and approved by the Board of Directors. |
Paragraph 3 - A person who has already completed sixty-five (65) years of age on the date of the election cannot be elected to occupy a position on the Executive Board of Officers, except in exceptional cases duly justified and approved by the Board of Directors. |
Wording unchanged. |
Article 37 - The members of the Executive Board of Officers may not depart from the position for more than thirty days consecutive days or not, without leave or authorization from the Board of Directors. |
Article 37 - The members of the Executive Board of Officers may not depart from the position for more than thirty days consecutive days or not, without leave or authorization from the Board of Directors. |
Wording unchanged. |
Paragraph 1 - The President and the other Executive Vice-President Officers shall be entitled, annually, to thirty (30) days of paid leave, with the prior authorization of the Executive Board of Officers, which may be accumulated up to a maximum of two (2) periods, being prohibited its conversion into cash and indemnity. |
Paragraph 1 - The President and the other Executive Vice-President Officers shall be entitled, annually, to thirty (30) days of paid leave, with the prior authorization of the Executive Board of Officers, which may be accumulated up to a maximum of two (2) periods, being prohibited its conversion into cash and indemnity. |
Wording unchanged. |
Paragraph 2 - In the event of temporary leave, or enjoyment of leave, including paid leave, of any of the members of the Executive Board of Officers, the President of the Company shall designate the substitute among the other members of the collegiate, and shall also designate its eventual substitute. |
Paragraph 2 - In the event of temporary leave, or enjoyment of leave, including paid leave, of any of the members of the Executive Board of Officers, the President of the Company shall designate the substitute among the other members of the collegiate, and shall also designate its eventual substitute. |
Wording unchanged. |
Paragraph 3 - In the event of a permanent vacancy in the position of Executive Vice President Officer, the same criterion set forth in Paragraph 2 shall be used to designate the temporary substitute, who shall act until the election and investiture of the new member, thus filling the vacant position, for the term remaining to the replaced member. |
Paragraph 3 - In the event of a permanent vacancy in the position of Executive Vice President Officer, the same criterion set forth in Paragraph 2 shall be used to designate the temporary substitute, who shall act until the election and investiture of the new member, thus filling the vacant position, for the term remaining to the replaced member. |
Wording unchanged. |
Paragraph 4 - In the event of vacancy in the position of President, the Board of Directors shall appoint the temporary substitute, among the other members of the Executive Board of Officers, who shall act until the election and investiture of the new President. |
Paragraph 4 - In the event of vacancy in the position of President, the Board of Directors shall appoint the temporary substitute, among the other members of the Executive Board of Officers, who shall act until the election and investiture of the new President. |
Wording unchanged. |
Article 38 - It is incumbent upon the Executive Board of Officers and its members to exercise the management of the Company's business, in accordance with the mission, objectives, strategies and guidelines established by the Board of Directors. |
Article 38 - It is incumbent upon the Executive Board of Officers and its members to exercise the management of the Company's business, in accordance with the mission, objectives, strategies and guidelines established by the Board of Directors. |
Wording unchanged. |
Paragraph 1 - The Board of Directors may delegate duties to the Executive Board of Officers, except for those expressly provided for by law and subject to the powers established in such delegations. |
Paragraph 1 - The Board of Directors may delegate duties to the Executive Board of Officers, except for those expressly provided for by law and subject to the powers established in such delegations. |
Wording unchanged. |
Paragraph 2 - The duties of the Executive Board of Officers may be delegated to the other hierarchical bodies of the Company, except for those expressly provided for in the applicable legislation and regulations and subject to the limits provided for in the Company's instruments. |
Paragraph 2 - The duties of the Executive Board of Officers may be delegated to the other hierarchical bodies of the Company, except for those expressly provided for in the applicable legislation and regulations and subject to the limits provided for in the Company's instruments. |
Wording unchanged. |
Article 39 – The Executive Board of Officers is responsible for: |
Article 39 – The Executive Board of Officers is responsible for: |
Wording unchanged. |
I - evaluate and submit to the Board of Directors the deliberative matters within its scope, including: (a) the bases and guidelines for the preparation of the strategic plan, as well as the annual programs and multiannual plans; (b) the strategic plan, as well as the respective multiannual plans and annual spending and investment programs of the Company with the respective projects; (c) the Company's costing and investment budgets; (d) the performance results of the Company's activities; (e) the policies and regulations and other regulations of the Board of Directors; |
I - evaluate and submit to the Board of Directors the deliberative matters within its scope, including: (a) the bases and guidelines for the preparation of the strategic plan, as well as the annual programs and multiannual plans; (b) the strategic plan, as well as the respective multiannual plans and annual spending and investment programs of the Company with the respective projects; (c) the Company's costing and investment budgets; (d) the performance results of the Company's activities; (e) the policies and regulations and other regulations of the Board of Directors; |
Wording unchanged. |
II - take the appropriate measures for the faithful execution of the guidelines and resolutions established by the Board of Directors and the Shareholders' Meeting and, except for the hypotheses of mandatory submission to the Board of Directors, express its opinion on acts and approve contracts in accordance with the internal regulations in force defined by Eletrobras that regulate the levels of approval in the Eletrobras companies; |
II - take the appropriate measures for the faithful execution of the guidelines and resolutions established by the Board of Directors and the Shareholders' Meeting and, except for the hypotheses of mandatory submission to the Board of Directors, express its opinion on acts and approve contracts in accordance with the internal regulations in force defined by Eletrobras that regulate the levels of approval in the Eletrobras companies; |
Wording unchanged. |
III - approve the other policies of Eletrobras companies and Eletrobras standards, and may extend them to subsidiaries; |
III - approve the other policies of Eletrobras companies and Eletrobras standards, and may extend them to subsidiaries; |
Wording unchanged. |
IV - prepare Eletrobras' costing and investment budgets, in line with the strategic plan and with the annual programs and multiannual business and management plans, and monitor their execution; |
IV - prepare Eletrobras' costing and investment budgets, in line with the strategic plan and with the annual programs and multiannual business and management plans, and monitor their execution; |
Wording unchanged. |
V – approve changes in the organizational structure of the Company and its subsidiaries; |
V – approve changes in the organizational structure of the Company and its subsidiaries; |
Wording unchanged. |
VI - approve the creation and extinction of non-statutory Committees and Commissions, linked to the Executive Board of Officers or its members, approving the respective operating rules, attributions and limits of competence for performance; |
VI - approve the creation and extinction of non-statutory Committees and Commissions, linked to the Executive Board of Officers or its members, approving the respective operating rules, attributions and limits of competence for performance; |
Wording unchanged. |
VII – define its Internal regulations and any changes; |
VII – define its Internal regulations and any changes; |
Wording unchanged. |
VIII - instruct the Company's representatives in the Shareholders' Meetings of its subsidiaries and affiliates and in the associations in which Eletrobras appears as a member, in accordance with the guidelines established by the Board of Directors, as well as with the applicable corporate guidelines; |
VIII - instruct the Company's representatives in the Shareholders' Meetings of its subsidiaries and affiliates and in the associations in which Eletrobras appears as a member, in accordance with the guidelines established by the Board of Directors, as well as with the applicable corporate guidelines; |
Wording unchanged. |
IX - deliberate on the matters that may be submitted by the President or by any other Executive Vice President Officer; |
IX - deliberate on the matters that may be submitted by the President or by any other Executive Vice President Officer; |
Wording unchanged. |
X - delegate competence to the Executive Vice President Officers to decide, in isolation, on issues included in the duties of the Executive Board of Officers; |
X - delegate competence to the Executive Vice President Officers to decide, in isolation, on issues included in the duties of the Executive Board of Officers; |
Wording unchanged. |
XI - delegate powers to Executive Vice President Officers and employees to authorize expenses, establishing limits and conditions; |
XI - delegate powers to Executive Vice President Officers and employees to authorize expenses, establishing limits and conditions; |
Wording unchanged. |
XII – define the staffing of the Company’s areas; |
XII – define the staffing of the Company’s areas; |
Wording unchanged. |
XIII - supervise the negotiation process with union entities, as well as propose mediation and collective bargaining agreements; |
XIII - supervise the negotiation process with union entities, as well as propose mediation and collective bargaining agreements; |
Wording unchanged. |
XIV - ensure the implementation of the Company's strategic and multi-annual plans and annual spending and investment programs with their respective projects, respecting the approved budget limits; |
XIV - ensure the implementation of the Company's strategic and multi-annual plans and annual spending and investment programs with their respective projects, respecting the approved budget limits; |
Wording unchanged. |
XV - monitor the sustainability of the business, strategic risks and respective mitigation measures, preparing management reports with management indicators; |
XV - monitor the sustainability of the business, strategic risks and respective mitigation measures, preparing management reports with management indicators; |
Wording unchanged. |
XVI - monitor and control the activities of the companies in which the Company participates, or with which it is associated; |
XVI - monitor and control the activities of the companies in which the Company participates, or with which it is associated; |
Wording unchanged. |
XVII - prepare, in each year, the Management Report, the financial statements, the proposal for the distribution of dividends and the payment of interest on equity and the application of surplus amounts, to be submitted to the Board of Directors, the Fiscal Council and the Audit and Risks Committee, and to the examination and resolution of the Shareholders' Meeting; |
XVII - prepare, in each year, the Management Report, the financial statements, the proposal for the distribution of dividends and the payment of interest on equity and the application of surplus amounts, to be submitted to the Board of Directors, the Fiscal Council and the Audit and Risks Committee, and to the examination and resolution of the Shareholders' Meeting; |
Wording unchanged. |
XVIII – approve the Company’s quarterly financial information; |
XVIII – approve the Company’s quarterly financial information; |
Wording unchanged. |
XIX - approve the commercialization of rights arising from the results of research, development and innovation of its subsidiaries, related to the energy sector; |
XIX - approve the commercialization of rights arising from the results of research, development and innovation of its subsidiaries, related to the energy sector; |
Wording unchanged. |
XX - establishing voting guidance for all Eletrobras subsidiary companies in Meetings of the Electric Energy Trading Chamber - CCEE; |
XX - establishing voting guidance for all Eletrobras subsidiary companies in Meetings of the Electric Energy Trading Chamber - CCEE; |
Wording unchanged. |
XXI - resolve on the acquisition, sale or encumbrance of movable and immovable property, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies; |
XXI - resolve on the acquisition, sale or encumbrance of movable and immovable property, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies; |
Wording unchanged. |
XXII - supervise and monitor business companies, including Special Purpose Entities - SPEs, in which it holds equity interest, with regard to governance practices, results presented and control, proportional to the relevance, materiality and risks of the business; |
XXII - supervise and monitor business companies, including Special Purpose Entities - SPEs, in which it holds equity interest, with regard to governance practices, results presented and control, proportional to the relevance, materiality and risks of the business; |
Wording unchanged. |
XXIII - evaluate the results of its business and monitor the sustainability of its business activities, strategic risks and respective mitigation measures, preparing management reports with management indicators; |
XXIII - evaluate the results of its business and monitor the sustainability of its business activities, strategic risks and respective mitigation measures, preparing management reports with management indicators; |
Wording unchanged. |
XXIV
- resolve on making and accepting donations with or without charges and other reasonable free acts, subject to the provisions of
the Eletrobras Companies' Integrity Program and the Eletrobras Companies' Code of Ethical Conduct and Integrity, in accordance with
the levels established in the Eletrobras Companies' Regulation of Authorities, and also considering the Company's social responsibilities, as
provided in paragraph 4 of article 154 of the Brazilian Corporate Law; |
XXIV
- resolve on making and accepting donations with or without charges and other reasonable free acts, subject to the provisions of
the Eletrobras Companies' Integrity Program and the Eletrobras Companies' Code of Ethical
Conduct and Integrity, in accordance with the levels established in
the Eletrobras Companies' Regulation of Authorities, and also considering the Company's social responsibilities, as provided in paragraph
4 of article 154 of the Brazilian Corporate Law; |
Wording of subitem XXXI adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
XXV - approve Eletrobras's appointments to fiscal directors of subsidiaries, investees, associations and foundations, in addition to the appointments of subsidiaries to administrative and fiscal bodies of its investees, associations and foundations, in accordance with the scope defined in internal regulations prepared by Eletrobras; and |
XXV - approve Eletrobras's appointments to fiscal directors of subsidiaries, investees, associations and foundations, in addition to the appointments of subsidiaries to administrative and fiscal bodies of its investees, associations and foundations, in accordance with the scope defined in internal regulations prepared by Eletrobras; and |
Wording unchanged. |
XXVI - resolve on amendments to shareholders' agreements to be signed by Eletrobras and its subsidiaries, when they do not involve aspects related to article 118 of Law 6,404/1976. |
XXVI - resolve on amendments to shareholders' agreements to be signed by Eletrobras and its subsidiaries, when they do not involve aspects related to article 118 of Law 6,404/1976. |
Wording unchanged. |
CHAPTER VII |
CHAPTER VII |
Wording unchanged. |
Duties of the President and the Vice-President Officers |
Duties of the President and the Executive Vice-President Officers |
Title wording of Chapter VII adjusted to reflect the Company's internal governance, without any legal or economic effect. |
Article 40 - It is incumbent upon the President of the Company, without prejudice to other activities attributed to them by the Board of Directors: |
Article 40 - It is incumbent upon the President of the Company, without prejudice to other activities attributed to them by the Board of Directors: |
Wording unchanged. |
I - to call, chair and coordinate the work of the meetings of the Executive Board of Officers; |
I - to call, chair and coordinate the work of the meetings of the Executive Board of Officers; |
Wording unchanged. |
II - to propose to the Board of Directors the appointment of the Executive Vice-President Officers and, when applicable, the members of the subsidiaries' board of officers; |
II - to propose to the Board of Directors the appointment of the Executive Vice-President Officers and, when applicable, the members of the subsidiaries' board of officers; |
Wording unchanged. |
III - to provide information to the Board of Directors and the Fiscal Council of the Company; |
III - to provide information to the Board of Directors and the Fiscal Council of the Company; |
Wording unchanged. |
IV - to promote the formulation, management and monitoring of strategic planning and the multiannual and annual business and management plans of Eletrobras, as well as to supervise their preparation and execution; |
IV - to promote the formulation, management and monitoring of strategic planning and the multiannual and annual business and management plans of Eletrobras, as well as to supervise their preparation and execution; |
Wording unchanged. |
V - to represent Eletrobras, judicially or extrajudicially, or before other companies and the general public, and may delegate such duties to any Executive Vice President Officer, as well as appoint representatives, attorneys-in-fact, agents or proxies, always specifying, in a specific instrument, the extent of the delegated powers; |
V - to represent Eletrobras, judicially or extrajudicially, or before other companies and the general public, and may delegate such duties to any Executive Vice President Officer, as well as appoint representatives, attorneys-in-fact, agents or proxies, always specifying, in a specific instrument, the extent of the delegated powers; |
Wording unchanged. |
VI - together with another Executive Vice President Officer, move the financial resources of Eletrobras and sign acts and contracts, and this option may be delegated to the other Executive Vice Presidents and to attorneys-in-fact or employees of Eletrobras, in accordance with the scope defined by the Executive Board of Officer; and |
VI - together with another Executive Vice President Officer, move the financial resources of Eletrobras and sign acts and contracts, and this option may be delegated to the other Executive Vice President Officers and to attorneys-in-fact or employees of Eletrobras, in accordance with the scope defined by the Executive Board of Officer; and |
Wording unchanged. |
VII – coordinate the activities of the members of the Executive Board of Officer. |
VII – coordinate the activities of the members of the Executive Board of Officer. |
Wording unchanged. |
Article 41 - The duties of the other Vice-President Officers are, without prejudice to other activities assigned to them by the Board of Directors: |
Article 41 - The duties of the other Executive Vice-President Officers are, without prejudice to other activities assigned to them by the Board of Directors: |
Wording of the caput adjusted to reflect the Company's internal governance, without any legal or economic effect. |
I - manage, supervise and evaluate the performance of the activities of the areas under its direct responsibility, as well as perform management acts related to these activities, being able to set value limits for delegation of the practice of these acts, respecting the corporate rules approved by the Executive Board of Officer. |
I - manage, supervise and evaluate the performance of the activities of the areas under its direct responsibility, as well as perform management acts related to these activities, being able to set value limits for delegation of the practice of these acts, respecting the corporate rules approved by the Executive Board of Officer. |
Wording unchanged. |
II - participate in the meetings of the Executive Board of Officer, report the proposals for resolutions under its management and report the technical and operational activities of the wholly-owned subsidiaries and companies in which the Company participates or with which it is associated; |
II - participate in the meetings of the Executive Board of Officer, report the proposals for resolutions under its management and report the technical and operational activities of the wholly-owned subsidiaries and companies in which the Company participates or with which it is associated; |
Wording unchanged. |
III - comply with and enforce the general orientation of the company's business established by the Board of Directors in the management of its specific area of operation; |
III - comply with and enforce the general orientation of the company's business established by the Board of Directors in the management of its specific area of operation; |
Wording unchanged. |
IV – designate employees for missions abroad; and |
IV – designate employees for missions abroad; and |
Wording unchanged. |
V – approve admissions, dismissals and promotions for leadership positions in the areas under their direct reporting. |
V – approve admissions, dismissals and promotions for leadership positions in the areas under their direct reporting. |
Wording unchanged. |
Article 42 - The Executive Vice President Officer who is assigned the function of Investor Relations, is responsible for representing the Company before the CVM and other entities of the capital market and stock exchanges, national and foreign, in which the Company has securities admitted to trading, in addition to enforcing the regulatory rules applicable to the Company regarding the records maintained with the CVM and with the regulatory bodies and stock exchanges in which the Company has securities admitted to trading. |
Article 42 - The Executive Vice President Officer who is assigned the function of Investor Relations, is responsible for representing the Company before the CVM and other entities of the capital market and stock exchanges, national and foreign, in which the Company has securities admitted to trading, in addition to enforcing the regulatory rules applicable to the Company regarding the records maintained with the CVM and with the regulatory bodies and stock exchanges in which the Company has securities admitted to trading. |
Wording unchanged. |
CHAPTER VIII |
CHAPTER VIII |
Wording unchanged. |
The Fiscal Council |
The Fiscal Council |
Wording unchanged. |
Article 43 - The Fiscal Council, of non-permanent operation, when installed by the Shareholders' Meeting, in the form of the law, shall consist of three (3) to five (5) members and their respective alternates, elected by the Shareholders' Meeting, all residing in the Country, who shall hold their positions until the first annual Shareholders' Meeting to be held after their election, and may be reelected, subject to the requirements and impediments set forth in the legislation, in these Bylaws and, as applicable, in the Company's internal regulations that provide for indications of administrators and fiscal directors. |
Article 43 - The Fiscal Council, of non-permanent operation, when installed by the Shareholders' Meeting, in the form of the law, shall consist of three (3) to five (5) members and their respective alternates, elected by the Shareholders' Meeting, all residing in the Country, who shall hold their positions until the first annual Shareholders' Meeting to be held after their election, and may be reelected, subject to the requirements and impediments set forth in the legislation, in these Bylaws and, as applicable, in the Company's internal regulations that provide for indications of administrators and fiscal directors. |
Wording unchanged. |
Paragraph 1 – The holders of preferred shares without voting rights, or with restricted vote, shall have the right to elect, in a separate vote, one (1) member and respective alternate. |
Paragraph 1 – The holders of preferred shares without voting rights, or with restricted vote, shall have the right to elect, in a separate vote, one (1) member and respective alternate. |
Wording unchanged. |
Paragraph 2 - In case of vacancy, resignation, impediment or unjustified absence to two (2) consecutive meetings, or three interspersed meetings, in the last twelve (12) meetings, the member of the Fiscal Council shall be replaced, until the end of the term of action, by the respective alternate. |
Paragraph 2 - In case of vacancy, resignation, impediment or unjustified absence to two (2) consecutive meetings, or three interspersed meetings, in the last twelve (12) meetings, the member of the Fiscal Council shall be replaced, until the end of the term of action, by the respective alternate. |
Wording unchanged. |
Paragraph 3 - The members of the Fiscal Council will be invested in their positions by signing the instrument of investiture in the book of minutes and opinions of the Fiscal Council, at which time they will express their adherence and commitment to comply with the Code of Ethical Conduct and Integrity of Eletrobras Companies and other internal regulations issued by the Company. |
Paragraph 3 - The members of the Fiscal Council will be invested in their positions by signing the instrument of investiture in the book of minutes and opinions of the Fiscal Council, at which time they will express their adherence and commitment to comply with the Eletrobras Code of Ethical Conduct and Integrity of Eletrobras Companies and other internal regulations issued by the Company. |
Wording of Paragraph 3 adjusted to conform to the nomenclature of the current Eletrobras Code of Conduct, without any legal or economic effect. |
Article 44 - The remuneration of the members of the Fiscal Council, in addition to the mandatory reimbursement of the expenses of locomotion, food and stay necessary for the performance of the function, will be fixed annually by the Shareholders' Meeting, observing the minimum limit established in the Brazilian Corporate Law. |
Article 44 - The remuneration of the members of the Fiscal Council, in addition to the mandatory reimbursement of the expenses of locomotion, food and stay necessary for the performance of the function, will be fixed annually by the Shareholders' Meeting, observing the minimum limit established in the Brazilian Corporate Law. |
Wording unchanged. |
Article 45 - It is incumbent upon the Fiscal Council, without prejudice to other duties conferred on it by virtue of legal provision or by determination of the Shareholders' Meeting: |
Article 45 - It is incumbent upon the Fiscal Council, without prejudice to other duties conferred on it by virtue of legal provision or by determination of the Shareholders' Meeting: |
Wording unchanged. |
I - supervise, by any of its members, the acts of the administrators and verify the fulfillment of their legal and statutory duties; |
I - supervise, by any of its members, the acts of the administrators and verify the fulfillment of their legal and statutory duties; |
Wording unchanged. |
II - give an opinion on the annual report of the administration, stating in its opinion the additional information it deems necessary or useful for the resolution of the Shareholders' Meeting; |
II - give an opinion on the annual report of the administration, stating in its opinion the additional information it deems necessary or useful for the resolution of the Shareholders' Meeting; |
Wording unchanged. |
III - give an opinion on the proposals of the administrators, to be submitted to the Shareholders' Meeting, regarding the modification of the capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or spin-off of the Company; |
III - give an opinion on the proposals of the administrators, to be submitted to the Shareholders' Meeting, regarding the modification of the capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or spin-off of the Company; |
Wording unchanged. |
IV - report, by any of its members, to the management bodies and, if these do not take the necessary measures to protect the interests of the Company, to the Shareholders' Meeting, the errors, frauds or crimes they discover, and suggest useful measures to the Company; |
IV - report, by any of its members, to the management bodies and, if these do not take the necessary measures to protect the interests of the Company, to the Shareholders' Meeting, the errors, frauds or crimes they discover, and suggest useful measures to the Company; |
Wording unchanged. |
V - convene the Annual Shareholders' Meeting if the administrators delay for more than one month, and the Extraordinary whenever there are serious or urgent reasons, including in the agenda of the meetings the matters they consider necessary; |
V - convene the Annual Shareholders' Meeting if the administrators delay for more than one month, and the Extraordinary whenever there are serious or urgent reasons, including in the agenda of the meetings the matters they consider necessary; |
Wording unchanged. |
VI - analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Executive Board of Officer; |
VI - analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Executive Board of Officer; |
Wording unchanged. |
VII – examine the financial statements for the fiscal year and give an opinion on them; |
VII – examine the financial statements for the fiscal year and give an opinion on them; |
Wording unchanged. |
VIII – approve its internal Regulations and any amendments; |
VIII – approve its internal Regulations and any amendments; |
Wording unchanged. |
IX - monitor the equity, financial and budgetary execution, being able to examine books, any other documents and request information; |
IX - monitor the equity, financial and budgetary execution, being able to examine books, any other documents and request information; |
Wording unchanged. |
X - exercise the attributions in items I to VIII during any liquidation of the Company; and |
X - exercise the attributions in items I to VIII during any liquidation of the Company; and |
Wording unchanged. |
XI – perform the annual self-assessment of its performance. |
XI – perform the annual self-assessment of its performance. |
Wording unchanged. |
Sole paragraph - The members of the Fiscal Council shall participate, obligatorily, in the meetings of the Board of Directors in which the matters referred to in items II, III and VII of this Article must be considered. |
Sole paragraph - The members of the Fiscal Council shall participate, obligatorily, in the meetings of the Board of Directors in which the matters referred to in items II, III and VII of this Article must be considered. |
Wording unchanged. |
Article 46 - The Fiscal Council shall meet, ordinarily, once a month, and, extraordinarily, whenever called, in accordance with its Internal Regulations. |
Article 46 - The Fiscal Council shall meet, ordinarily, once a month, and, extraordinarily, whenever called, in accordance with its Internal Regulations. |
Wording unchanged. |
Sole paragraph - It is incumbent upon the Fiscal Council to elect its President, under the terms of its Internal Regulations. |
Sole paragraph - It is incumbent upon the Fiscal Council to elect its President, under the terms of its Internal Regulations. |
Wording unchanged. |
CHAPTER IX |
CHAPTER IX |
Wording unchanged. |
Internal Audit, Integrity, Compliance, Internal Control, Corporate Risks and Manifestation Handling |
Internal Audit, Integrity, Compliance, Internal Control, Corporate Risks and Manifestation Handling |
Wording unchanged. |
Article 47 - The Company will have an Internal Audit, linked directly to the Board of Directors, whose activities are reported directly to the Board of Directors, or through the Audit and Risks Committee. |
Article 47 - The Company will have an Internal Audit, linked directly to the Board of Directors, whose activities are reported directly to the Board of Directors, or through the Audit and Risks Committee. |
Wording unchanged. |
Paragraph 1 - The Internal Audit shall be responsible for providing an assessment of the effectiveness of the Company's processes, as well as advising the Board of Directors, the Audit and Risks Committee, the Executive Board of Officer and the Fiscal Council. |
Paragraph 1 - The Internal Audit shall be responsible for providing an assessment of the effectiveness of the Company's processes, as well as advising the Board of Directors, the Audit and Risks Committee, the Executive Board of Officer and the Fiscal Council. |
Wording unchanged. |
Paragraph 2 - The holder of the Internal Audit shall be appointed and dismissed by the Board of Directors. |
Paragraph 2 - The holder of the Internal Audit shall be appointed and dismissed by the Board of Directors. |
Wording unchanged. |
Article 48 - The Company will have an area with responsibility to perform Integrity, Compliance, Internal Controls, Corporate Risks and Manifestation Handling functions, observing qualifications and independence in accordance with current legislation. |
Article 48 - The Company will have an area with responsibility to perform Integrity, Compliance, Internal Controls, Corporate Risks and Manifestation Handling functions, observing qualifications and independence in accordance with current legislation. |
Wording unchanged. |
CHAPTER X |
CHAPTER X |
Wording unchanged. |
Fiscal Year and Financial Statements |
Fiscal Year and Financial Statements |
Wording unchanged. |
Article 49 - The fiscal year shall coincide with the calendar year, beginning on January 1st and ending on December 31st of each year, and shall comply with the provisions of these Bylaws and the applicable legislation. |
Article 49 - The fiscal year shall coincide with the calendar year, beginning on January 1st and ending on December 31st of each year, and shall comply with the provisions of these Bylaws and the applicable legislation. |
Wording unchanged. |
Paragraph 1 - In each fiscal year, it will be mandatory to distribute a dividend of not less than twenty-five percent (25%) of the net income, adjusted under the terms of the Law, subject to the rules of the Company's Dividend Distribution Policy. |
Paragraph 1 - In each fiscal year, it will be mandatory to distribute a dividend of not less than twenty-five percent (25%) of the net income, adjusted under the terms of the Law, subject to the rules of the Company's Dividend Distribution Policy. |
Wording unchanged. |
Paragraph 2 - The amount of interest, paid or credited, as interest on equity, pursuant to article 9, paragraph 7, of Law No. 9,249 of 1995, and the relevant legislation and regulations, may be imputed to the holders of common shares and to the minimum annual dividend of preferred shares, integrating such amount to the amount of dividends distributed by Eletrobras for all legal purposes. |
Paragraph 2 - The amount of interest, paid or credited, as interest on equity, pursuant to article 9, paragraph 7, of Law No. 9,249 of 1995, and the relevant legislation and regulations, may be imputed to the holders of common shares and to the minimum annual dividend of preferred shares, integrating such amount to the amount of dividends distributed by Eletrobras for all legal purposes. |
Wording unchanged. |
Article 50 - After the legal reserve is constituted, the allocation of the remaining portion of the net income determined at the end of each fiscal year will be, upon proposal of the Management, submitted to the resolution of the Shareholders' Meeting, observing the following allocation: |
Article 50 - After the legal reserve is constituted, the allocation of the remaining portion of the net income determined at the end of each fiscal year will be, upon proposal of the Management, submitted to the resolution of the Shareholders' Meeting, observing the following allocation: |
Wording unchanged. |
I - at least twenty-five percent (25%) of the balance of net income for the year, obtained after the deduction the legal reserve referred to in the caput of this article, will be distributed as dividend to all shareholders of the Company, pursuant to paragraph 1 of article 49; |
I - at least twenty-five percent (25%) of the balance of net income for the year, obtained after the deduction the legal reserve referred to in the caput of this article, will be distributed as dividend to all shareholders of the Company, pursuant to paragraph 1 of article 49; |
Wording unchanged. |
II - up to seventy-five percent (75%) of the net income for the year will be allocated to the investment reserve, in order to ensure the maintenance and development of the activities that make up the Company's corporate purpose, whose accumulated balance may not exceed seventy-five percent (75%) of the paid-in capital stock. |
II - up to seventy-five percent (75%) of the net income for the year will be allocated to the investment reserve, in order to ensure the maintenance and development of the activities that make up the Company's corporate purpose, whose accumulated balance may not exceed seventy-five percent (75%) of the paid-in capital stock. |
Wording unchanged. |
Article 51 - The Board of Directors, at the proposal of the Executive Board of Officer, may determine the drawing up of balance sheets in periods shorter than the annual period and declare dividends or interest on equity to the profit account calculated in these balance sheets, as well as declare them to the account of retained earnings or profit reserves existing in the last annual or intermediate balance sheet. |
Article 51 - The Board of Directors, at the proposal of the Executive Board of Officer, may determine the drawing up of balance sheets in periods shorter than the annual period and declare dividends or interest on equity to the profit account calculated in these balance sheets, as well as declare them to the account of retained earnings or profit reserves existing in the last annual or intermediate balance sheet. |
Wording unchanged. |
Article 52 - Dividends and interest on equity will be paid at the times and places indicated by the Executive Board of Officer, reverting to Eletrobras those that are not claimed within three (3) years after the date of commencement of payment. |
Article 52 - Dividends and interest on equity will be paid at the times and places indicated by the Executive Board of Officer, reverting to Eletrobras those that are not claimed within three (3) years after the date of commencement of payment. |
Wording unchanged. |
N/A |
CHAPTER XI |
Adoption of a transitory provision for maintaining in office, until the end of his term (Annual General Meeting of 2024), of the member of the Board of Directors appointed to represent the Company's employees, notwithstanding the exclusion of such position as per amendment to the article 28 of the Bylaws; so that there is no disruption in the work currently being carried out by the board of directors. |
N/A |
Transitory Provisions |
N/A |
Article 53 - Notwithstanding the extinction of the seat on the Board of Directors occupied by a representative of the Company's employees,
as approved by the Company's shareholders at the 186th Extraordinary General Meeting held on April 17, 2023, the member elected for the
respective position shall remain in office until the end of his respective term of office, that is, until the Annual Shareholders Meeting
to be held in 2024, as approved at the 182nd Extraordinary General Meeting of the Company. |
SCHEDULE 2
Restated Bylaws if all the Agenda is approved
BYLAWS OF
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS
CHAPTER I
Corporate Name, Duration, Headquarters and Corporate Purpose of the Company
Article 1 - Centrais
Elétricas Brasileiras S.A. - Eletrobras (“Company” or “Eletrobras”) is a publicly-held company,
with an indefinite term and governed by these Bylaws (“Bylaws”)
and the applicable legal provisions.
Sole paragraph - With
the entry of Eletrobras into the special listing segment called Level 1, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”),
Eletrobras, its shareholders, administrators and members of the Fiscal Council are subject to the provisions of the B3 Level 1 Listing
Regulation (“Level 1 Regulation”).
Article 2 - Eletrobras
has its headquarters and venue in the city of Rio de Janeiro, State of Rio de Janeiro, and may establish, in the country and abroad, branches,
agencies, affiliates and offices.
Sole paragraph - Eletrobras
will exercise effective influence on the management of its subsidiaries, including through
the definition of administrative, financial, technical and accounting guidelines.
Article 3 - Eletrobras
has as its corporate purpose:
I - carry out studies,
projects, construction and operation of power plants and electricity transmission and distribution lines, as well as the execution of
company acts resulting from these activities, such as the sale of electricity; and
II - promote and support
research of its business interest in the energy sector, related to the generation, transmission and distribution of electricity, as well
as studies of the use of reservoirs for multiple purposes, prospecting and development of alternative sources of energy generation, incentive
to the rational and sustainable use of energy and implementation of smart energy networks.
Paragraph 1 - Eletrobras
may carry out the activities contained in its corporate purpose through controlled companies (“subsidiaries”), joint
ventures and invested companies, being allowed the constitution of new companies, including through association with or without power
of control, and the acquisition of shares or capital shares of other companies.
Paragraph 2 - The
Company may develop other activities related or complementary to its corporate purpose.
Paragraph 3 - Eletrobras
shall take all reasonable steps to ensure that its administrators, agents, employees and any other persons acting on its behalf, as well
as its subsidiaries, administrators, agents, employees and any other persons acting on their behalf proceed in accordance with the
provisions of the Eletrobras Code of Conduct, the United States Foreign Corrupt Practices (United States Foreign Corrupt Practices
Act of 1977, 15 U.S.C. paragraph 78-dd-1, et seq., as amended), and its subsequent amendments, hereinafter referred to as FCPA and
Brazilian anti-corruption legislation.
Paragraph 4 - Eletrobras
shall guide the Conduct of its business, operations, investments and interactions based on the principles of transparency, corporate
responsibility, accountability and sustainable development.
CHAPTER II
Capital, Shares and Shareholders
Article 4 –
The capital is BRL 70,099.825.620,79 (seventy billion, ninety-nine million, eigth hundred and twety-five thousand, six hundred and twety
reais and seventy-nine cents) divided into 2,027,011,498 (two billion, twenty-seven million, eleven thousand four hundred and ninety-eight)
common shares, 146,920 (one hundred and forty-six thousand, nine hundred and twenty) class "A" preferred shares, 279,941,393
(two hundred seventy-nine million, nine hundred forty-one thousand, three hundred ninety-three) preferred shares of class “B”
and one (1) special class preferred share exclusively held by the Federal Government, all without par value.
Paragraph 1 - The
shares of Eletrobras shall be:
I – common,
in nominative form, with the right to one vote per share;
II – classes
“A” and “B” preferred, in the nominative form, without the right to vote at the Shareholders’ Meetings,
except for legal cases; and
III – 1 (one)
special class preferred share, held exclusively by the Federal Government, without the right to vote at the Shareholders’ Meetings,
except for the right of veto established in paragraph 3 of article 11 of these Bylaws.
Paragraph 2 - The
shares of both types may be kept in deposit accounts in the name of the respective holders, under the book-entry regime, without issuing
certificates, in a financial institution contracted for this purpose.
Paragraph 3 - Whenever
there is a transfer of ownership of shares, the depositary financial institution may charge, from the selling shareholder, the cost related
to the service of such transfer, subject to the maximum limits set by the Brazilian Securities and Exchange Commission – CVM.
Paragraph 4 - The
voting rights of common shares at Shareholders’ Meetings shall be applied in compliance with the limits set forth in these Bylaws.
Article 5 - Eletrobras
is authorized to increase its capital up to the limit of one hundred billion Brazilian reais (BRL100,000,000,000.00), by resolution of
the Board of Directors, regardless of statutory reform, through the issuance of common shares.
Paragraph 1 - The
Board of Directors shall establish the conditions of issue, subscription, form and term of Payment, price per share, form of placement
(public or private) and its distribution in the country or abroad.
Paragraph 2 - At the
discretion of the Board of Directors, the issuance of shares, debentures convertible into shares and subscription bonuses may be carried
out, within the limit of the authorized capital, without preemptive Rights or with reduction of the term referred to in article 171, paragraph
4 of Law 6,404/1976, as amended (“Brazilian Corporate Law”), whose placement is made through sale on the stock Exchange
or by public subscription, or in accordance with a stock option plan approved by the Shareholders’ Meeting, under the terms established
by law.
Article 6 - It is
forbidden for any shareholder or group of Shareholders, Brazilian or foreign, public or private, to exercise the right to vote in a number
greater than the equivalent to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras
is divided, regardless of its participation in the capital.
Sole paragraph –
If the preferred shares issued by Eletrobras confer voting Rights under the terms of article 111, paragraph 1, of Law No. 6,404, of
1976, the limitation contained in the caput of this article 6 will cover such preferred shares, so that all shares held by the
shareholder or group of shareholders that confer voting rights in relation to a particular resolution (whether common or preferred) are
considered for the purpose of calculating the number of votes according to the caput of this article.
Article 7 - It is
forbidden to enter into shareholders’ agreements that aims to regulate the exercise of the right to vote in a number greater than
that corresponding to the percentage of ten percent (10%) of the total number of shares in which the voting capital of Eletrobras is divided,
including in the case described in article 6, sole paragraph.
Paragraph 1 - The
Company will not file a shareholders' agreement on the exercise of voting rights that conflicts with the provisions of these Bylaws.
Paragraph 2 - The
chairman of the Eletrobras meeting shall not count votes cast in disagreement with the rules stipulated in articles 6 and 7 of these Bylaws,
without prejudice to the exercise of the right of veto by the Federal Government, pursuant to paragraph 3 of article 11 of these Bylaws.
Article 8 - For the
purposes of these Bylaws, two or more shareholders of the Company shall be considered as a group of shareholders:
I - That are parties
to a voting agreement, either directly or through controlled companies, controlling companies or under common control;
II – If one
is, directly or indirectly, a controlling shareholder or controlling company of the other or others;
III – Which
are companies directly or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not;
or
IV – Companies,
associations, foundations, cooperatives and trusts, investment funds or portfolios, universality of rights or any other forms of organization
or enterprise with the same administrators or managers, or whose administrators or managers are companies directly or indirectly
controlled by the same person or company, or group of persons or companies, shareholders or not.
Paragraph 1 - In the
case of investment funds with a common administrator or manager, shall be considered as a group of shareholders only those whose investment
policy and exercise of votes at shareholders' meetings, under the terms of the respective regulations, are responsibility of the administrator
or manager, as the case may be, on a discretionary basis.
Paragraph 2 - In addition
to the provisions of the caput and preceding paragraph of this article, any shareholders represented by the same agent, administrator
or representative in any capacity shall be considered parts of the same group of shareholders, except in the case of holders of securities
issued under the Company's Depositary Receipts program, when represented by the respective depository bank, provided that they do not
fall within any of the other cases provided for in the caput or in paragraph 1 of this article.
Paragraph 3 - In the
case of shareholders' agreements that deal with the exercise of the right to vote, all its signatories will be considered, in the form
of this article, as members of a group of shareholders, for the purpose of applying the limitation on the number of votes referred to
in articles 6 and 7.
Paragraph
4 - The shareholders must keep Eletrobras informed about their membership in a group of shareholders under the terms of these
Bylaws, if such group of shareholders holds, in total, shares representing ten percent (10%) or more
of the voting capital of Eletrobras.
Paragraph
5 - The members of the board of the shareholders' meetings may request from the shareholders
documents and information, as they deem necessary to verify the eventual belonging of a shareholder to a group of shareholders that may
hold ten percent (10%) or more of the voting capital of Eletrobras.
Article 9 - The shareholder
or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed thirty percent (30%)
of the voting capital of Eletrobras and that does not return to a level below such percentage within one hundred and twenty (120) days
shall make a public offer for the acquisition of all other common shares, for an amount at least one hundred percent (100%) higher than
the highest price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special
System of Settlement and Custody - SELIC.
Sole paragraph –
The obligation to make a public offer of acquisition, under the terms of the caput, will not apply to the effective participation,
directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision,
but will apply if in the future, after reduction, its participation will increase and exceed the percentage of thirty percent (30%) of
the voting capital of the Company.
Article 10 - The shareholder
or group of shareholders who, directly or indirectly, becomes the holder of common shares that, together, exceed fifty percent (50%) of
the voting capital of Eletrobras and does not return to a level below such percentage within one hundred and twenty (120) days shall make
a public offer for the acquisition of all other common shares, for an amount at least two hundred percent (200%) higher than the highest
price of the respective shares in the last five hundred and four (504) trading sessions, updated by the rate of the Special System for
Settlement and Custody – SELIC.
Sole paragraph –
The obligation to make a public offer for acquisition, under the terms of the caput, will not apply to the effective participation,
directly or indirectly, of the Federal Government in the voting capital of the Company on the date of entry into force of the provision,
but will apply if in the future, after the Offer, its participation increases and exceeds the percentage of fifty percent (50%) of the
voting capital of the Company.
Article
11 – The preferred shares cannot be converted into common shares and, in the case of classes "A" and "B",
will have priority in reimbursement of capital and distribution of dividends.
Paragraph
1 – The preferred shares of class “A”, which are those subscribed until
June 23, 1969, and those resulting from bonuses attributed to them,
will have priority in the distribution of dividends, which will be levied at the rate of eight percent per year on the capital belonging
to this type and class of shares, to be apportioned equally among them.
Paragraph
2 - The preferred shares of class “B”, which are those subscribed as of June 23,
1969, will have priority in the distribution of dividends, which will be levied at the rate of 6% (six percent) per year, on the capital
belonging to this type and class of shares, dividends to be apportioned equally among them.
Paragraph 3 - The
special class preferred share, exclusively owned by the Federal Government, created based on article 3, item III, subparagraph 'c', of
Law No. 14,182, of 2021, with article 17, paragraph 7, of Law No. 6,404, of 1976, gives the Federal Government the power of veto in corporate
resolutions aimed at modifying the Bylaws for the purpose of removing or modifying the limitation on the exercise of the right to vote
and entering into a shareholders' agreement, established in articles 6 and 7 of these Bylaws.
Paragraph 4 - Class
"A" and class "B" preferred shares will participate, on equal terms, with the common shares and the special class
preferred share in the distribution of dividends, after they are guaranteed the lowest of the minimum dividends provided for in paragraphs
1 and 2, subject to the provisions of paragraph 5.
Paragraph 5 –
Class “A” and class “B” preferred shares shall be entitled to receive a dividend, for each share, at least
ten percent (10%) greater than that attributed to each common share.
Article
12 - The capital increases of Eletrobras will be carried out through public or private subscription and incorporation of reserves,
capitalizing Resources through the modalities admitted by law.
Sole paragraph - In
capital increases, preference will be assured to all Eletrobras shareholders, in proportion to their shareholding, except in the case
of paragraph 2 of Article 5.
Article 13 - The payment
of shares shall comply with the rules and conditions established by the Board of Directors.
Sole paragraph - The
shareholder who does not make the payment in accordance with the rules and conditions referred to in this article shall be in full right
constituted in arrears, applying monetary restatement, interest of twelve percent per year and a fine of ten percent on the amount of
the installment due.
Article 14 - Eletrobras
may issue non-convertible securities and debentures.
Article 15 - Eletrobras,
by resolution of the Board of Directors, may acquire its own shares for cancellation, or permanence in treasury and subsequent disposal,
provided that up to the amount of the balance of profits and reserves, except the legal reserve, subject to the applicable legal and regulatory
provisions.
Article 16 - The
redemption of shares of one or more classes may be effected by resolution of the Extraordinary General Meeting, regardless of approval
at the Special Meeting of the shareholders of the species and classes affected, except for the preferential share of the special class,
held exclusively by the Federal Government, which can only be redeemed with legal authorization.
CHAPTER III
The Shareholders’ Meeting
Article 17 - The Annual
Shareholders’ Meeting shall be held within the first four (4) months following the end of the fiscal year, on a day and time previously
fixed, to:
I - take the management
accounts, examine, discuss and vote on the financial statements;
II
- resolve on the allocation of net income for the year and
the distribution of dividends;
III - elect the members
of the Board of Directors and the Fiscal Council;
IV - establish the
individual amount of the remuneration of the members of the Fiscal Council, subject to the applicable legislation; and
V – establish
the annual global amount of the remuneration of the administrators and members of the Advisory Committees to the Board of Directors.
Article 18 - In addition
to the matters provided for in Law No. 6,404 of 1976, the Shareholders’ Meeting shall deliberate on matters submitted to it by the
Board of Directors and other matters within its competence.
Paragraph
1 - The Shareholders’ Meeting shall meet in person or digital formats, or partially digital, according to the legislation in
force, and shall only resolve on matters on the agenda,
contained in the respective call notice, and the approval of matters under generic rubric is prohibited.
Paragraph 2 - The
resolutions of the Meeting shall be taken by majority vote, except for those that require a qualified quorum, with the vote of each shareholder
proportional to its shareholding in the Company's capital, respecting the limit corresponding to ten percent (10%) of the voting capital
for the vote of each shareholder and group of shareholders, pursuant to articles 6 and 7 of these Bylaws.
Paragraph 3 - For
the purposes of verifying the quorum for approval of a resolution, the calculation of the total number of possible votes shall consider
the limitation of votes provided for in paragraph 2 of this article.
Paragraph 4 - The
resolutions of the Meeting shall be recorded in the minute book, and may be drawn up in summary form.
Paragraph 5 - Explanations
of vote may be recorded, if the shareholder or its representatives so wishes.
Paragraph 6 - The
abstention from voting, when it occurs must be included in the minutes and the disclosure document of the Meeting.
Paragraph 7 - The
board that will direct the work of the Shareholders’ Meeting will be chaired by the Chairman of the Board of Directors, or by a
substitute chosen by the said management body, and the chairman of the board is responsible for the appointment of the secretary.
Article
19 - The shareholder may be represented by a power of attorney at the Shareholders’ Meetings, pursuant to article
126, paragraph 1 of Law No. 6,404, of 1976.
Paragraph 1 - The
documents proving the condition of shareholder and its representation must be delivered according to the call notice.
Paragraph 2 - All
shareholders who comply with the requirements set forth in the call notice shall be admitted to the Shareholders’ Meeting.
Paragraph 3 - The
recognition of the signature of the power of attorney granted by shareholders not resident in the country and by the holder of American
Depositary Receipts (ADR) is waived, and the instrument of representation must be deposited in timely manner at the headquarters of Eletrobras.
CHAPTER IV
Management
Article 20 - The Management
of Eletrobras, in the form of these Bylaws and the governing legislation, is the responsibility of the Board of Directors and the Executive
Board of Officers.
Article 21 - The exercise
of the positions of members of the Eletrobras Management, resident or not in the country, is private to individuals, and the management
Guarantee may be required for any position of administrator.
Sole paragraph - The
minutes of the Shareholders’ Meetings or meeting of the Board of Directors, which elect, respectively, directors and officers of
the Company, shall contain the qualification of each of the elected members and the term of office and, when the law, these Bylaws, policies
and standards of Eletrobras require certain requirements for the investiture in the position of management of Eletrobras, only those who
have exhibited the necessary proof of such requirements may be elected and sworn in, of which an authentic copy shall be filed at the
registered office.
Article 22 - The investiture
in the management position of Eletrobras shall comply with the requirements and impediments imposed by legislation, by these Bylaws and,
as applicable, by the internal regulations of the Company that provide for indications of administrators and fiscal directors.
Paragraph 1 - Due
to absolute incompatibility, the investiture of the Board of Directors and Executive Board of Officers is prohibited:
I - representative
of the regulatory body to which the Company is subject, of Minister of State, Secretary of State, Municipal Secretary, holder of a position,
without a permanent link with the public service, of a special nature or of direction and superior advice in the public administration,
of statutory leader of a political party and a holder of a mandate in the Legislative Branch of any entity of the federation, even if
licensed from the position;
II - of a person who
has acted, in the last thirty-six (36) months, as a participant in the decision-making structure of a political party or in work linked
to the organization, structuring and carrying out of an electoral campaign; and
III - of a person
who holds a position in a union organization.
Paragraph 2 - The
legal and integrity requirements shall be analyzed by the People Committee.
Paragraph 3 - The
administrators and members of statutory committees will be invested in their positions by signing a term of investiture made available
by the Company, within a maximum period of up to thirty (30) days, counted from the election, which will include the submission of the
sworn-in to the Eletrobras Code of Conduct and other internal regulations issued by the Company.
Paragraph 4 - If the
term of investiture is not signed within thirty (30) days after the election, it will become null and void, unless justified by the management
body for which it has been elected.
Paragraph 5 - The
instrument of investiture must contain, under penalty of nullity, the indication of at least one domicile in which the administrator or
external member of the statutory committee will receive the summons and subpoenas in administrative and judicial proceedings related to
acts of its management and/or attribution, which will be considered fulfilled upon delivery to the indicated domicile, which can only
be changed by written communication to Eletrobras.
Paragraph 6 - The
investiture of the Director residing or domiciled abroad is subject to the constitution of a representative residing in the Country, with
powers to receive service of process in actions against him/her proposed based on Brazilian Corporate Law, by means of a power of attorney
with an expiration date that must extend for at least three (3) years after the expiration of the Director's term of office.
Paragraph 7 – When
taking office, the administrator must subscribe to the Administrators’ Term of Consent, in accordance with the Provisions of the
Level 1 Regulation, and observe the other applicable legal requirements.
Article 23 - It is
forbidden for the administrator to deliberate on a matter conflicting with its interests or related to third parties under its influence,
pursuant to article 156 of Law 6,404 of 1976, and the accumulation of the positions of chairman of the board of directors and chief
executive officer or executive of the Company by the same person is also prohibited.
Sole paragraph - The
administrator who is conflicted in relation to the topic to be discussed must previously express his conflict of interest or private interest,
withdraw from the meeting, refrain from discussing the topic and request registration in the minutes of his absence in the conclave.
Article 24 - The term
of office of the members of the Board of Directors and the Executive Board of Officers shall be extended until the effective investiture
of the new members.
Article 25 - The Board
of Directors and the Executive Board of Officers shall deliberate with the presence of the majority of its members and its resolutions
shall be taken, respectively, by the vote of the majority of the directors or officers present, except in the cases of qualified quorum
established in article 26 of these Bylaws.
Paragraph 1 - The
minutes of the meeting of each management body shall be clearly written and record the resolutions taken, which may be drawn up in summary
form, in addition to the persons present, the divergent votes and abstentions from voting, and shall be signed by all members present
physically, remotely and electronically.
Paragraph 2 - The
minutes of the meetings of the Board of Directors that contain a resolution intended to produce effects before third parties shall be
filed in the Registry of Commerce and published.
Paragraph 3 - The
Board of Directors shall meet, ordinarily, once a month, and the Executive Board of Officers, four times a month, permitting in person,
digital and hybrid formats, the vote between absent and any other means that enable the authentic and reliable registration of the expression
of will of its members, in the form and conditions provided for in their respective Internal Regulations.
Paragraph 4 - It is
incumbent upon the respective Chairmen, or the majority of the members of each body of Eletrobras’ management, to call the meetings
of the Board of Directors and the Executive Board of Officers .
Paragraph 5 - In the
resolutions of the Board of Directors and resolutions of the Executive Board of Officers, the respective Chairmen will have, in addition
to the personal vote, the tiebreaker.
Paragraph 6 - The
Board of Directors shall meet: (i) at least once a year, without the presence of the President of the Company; (ii) at least twice a year
with the presence of the independent external auditors.
Paragraph 7 - The
members of the Board of Directors shall have reimbursed their expenses of food, transportation and stay, whenever residents outside the
city in which the meeting is held and, only of transportation and food, when resident in the city.
Article 26 - The approval
of the qualified majority of two thirds of the members of the Board of Directors is required for deliberation on:
I - constitution of
new companies though the association of Eletrobras and/or subsidiaries with third parties, referred to in paragraph 1 of article 3 of
these Bylaws;
II - transactions
with related parties of any nature, except for the direct or indirect subsidiaries of the Company, observing the levels established in
the Regulation of Authorities of the Eletrobras companies and without prejudice to the legal competence of the meeting;
III - issuance of
securities within the authorized capital;
IV - amendment of
the dividend distribution policy;
V - declaration of
interim dividends.
Article 27 - The members
of the Board of Directors and the Executive Board of Officers shall be liable, in accordance with the legislation in force, individually
and jointly, for the acts they perform and for the losses resulting from them to the Company.
Paragraph 1 - The
Company shall ensure the defense in judicial and administrative proceedings to its administrators, present and past, in addition to maintaining
a permanent insurance contract in favor of these administrators, to protect them from liability for acts arising from the exercise of
the position or function, in cases where there is no incompatibility with the interests of the Company, covering the entire term of exercise
of the respective mandates, as long as the legal standards of conduct to which they are subject are observed.
Paragraph 2 - The
guarantee provided for in the previous paragraph extends to:
I - to the members
of the Fiscal Council and the members of the statutory advisory committees, present and past,
II - to the occupants
of trust function, present and past; and
III – employees
and agents, present and past, who legally act by delegation of the Company’s administrators.
Paragraph 3 - The
Company may also enter into indemnity agreements with members of the Board of Directors, Fiscal Council, Executive Board of Officers,
committees, occupants of a position of trust and all other employees and agents who legally act by delegation of the Company's administrators,
in order to cope with certain expenses related to arbitration, judicial or administrative proceedings involving acts performed in the
exercise of their duties or powers, as from the date of their possession or the beginning of the contractual relationship with the Company.
Paragraph 4 - Indemnity
agreements shall not cover:
I - acts performed
outside the exercise of the duties or powers of its signatories;
II - acts with bad
faith, intent, serious fault or fraud;
III - acts performed
in their own interest or that of third parties, to the detriment of the company’s social interest;
IV - indemnities arising
from social action provided for in article 159 of the Brazilian Corporate Law or compensation for losses referred to in article 11, paragraph
5, item II, of Law No. 6,385/1976; or
V - other cases provided
for in the indemnity contract.
Paragraph 5 - The
indemnity contract shall be adequately disclosed and provide, among other issues:
I - the limit value
of the coverage offered;
II - the coverage
period; and
III - the decision-making
procedure regarding the Payment of coverage, which should guarantee the independence of decisions and ensure that they are taken in the
interest of the Company.
Paragraph 6 - The
beneficiary of the indemnity contract will be obliged to return to the Company the amounts advanced in cases where, after a final unappealable
decision, it is proven that the act practiced by the beneficiary is not subject to indemnification, under the terms of the contract.
Paragraph 7 - It is
assured to the Administrators and Fiscal Directors, as well as to the former administrators and former directors, the knowledge of information
and documents contained in the Company’s records or database, indispensable to the administrative or judicial defense, in actions
proposed by third parties, of acts practiced during their term of office or mandate.
Paragraph 8 - In
the event of the previous paragraph, the former administrators and former directors will
only have access to information and documents classified by the Company as confidential after signing a confidentiality agreement made
available by the Company.
CHAPTER V
The Board of Directors
Article
28 – The Board of Directors shall be composed of nine (9) members, elected by the Shareholders’ Meeting, without alternates,
with a unified management term of two (2) years, reelections being allowed, including a diretor elected in a separate vote at the Shareholders’
Meeting, by a majority of the shareholders holding preferred shares issued by Eletrobras.
Paragraph 1 – Only preferred shareholders
who prove the uninterrupted ownership of their shares during the period of at least three months immediately prior to the Shareholders’
Meeting may exercise the right to choose separately.
Paragraph 2 - The
Board of Directors shall be composed of at least five (5) independent members.
Paragraph 3 – The
characterization as an Independent Director must be resolved in the minutes of the Shareholders’ Meeting that elects him, observing
the regulation of the special governance segment of Novo Mercado, of B3 S.A. – Brasil, Bolsa, Balcão (“B3”),
and may be based on the statement sent by the nominee or on the manifestation of the Board of Directors on the classification of the nominee
in the independence criteria, inserted in the management’s proposal for the Meeting.
Paragraph 4 –
The Board of Directors shall elect its Chairman and its eventual substitute, in the form of its Bylaws.
Article 29 - The shareholder
who appoints a candidate to compose the Board of Directors of Eletrobras must inform the Company if the candidate meets all the requirements
for investiture, in addition to reporting the other activities and positions, boards and committees that it integrates, especially
positions of chairman of the board of directors.
Article 30 - In
addition to the cases provided for by law, vacancy of office will occur when the member of the Board of Directors fails to attend three
consecutive meetings or four interspersed meetings, in the last twelve (12) meetings, without justified reason or license granted by the
Board of Directors.
Paragraph 1 - In the
event of a vacancy in the position of Chairman of the Board of Directors, its substitute will guide, at the subsequent meeting of this
collegiate, the proposal to elect a new Chairman and a new eventual substitute.
Paragraph 2 - In the
event of vacancy in the position of director, the substitute shall be appointed by the Board of Directors and shall serve until the first
shareholders’ meeting.
Article 31 - The
Board of Directors is the senior management body responsible for establishing the general orientation of the Company’s business,
defining its strategic direction, ensuring the proper functioning of corporate governance systems, risk management and internal controls
and preserving the orderly succession of the management, aiming at the long-term interests of the Company, its continuity and the generation
of sustainable value, and it is also responsible, without prejudice to the powers provided for in the legislation in force:
Strategy:
I – establish
the guidelines and strategic objectives of the Company, including the definition of business identity;
II – discuss,
approve, on a proposal from the Executive Board of Officers, and monitor the strategic plan, the respective multiannual plans, as well
as the annual budget and investment plans and programs, the goals, as well as evaluate the results in the execution of said plans;
III - define the strategy
of commercialization, business growth and investment expansion, as well as the guidelines on transactions and execution of contracts for
the purchase and sale of electric energy of Eletrobras and its subsidiaries, as well as their positions in lawsuits related to the Electric
Energy market;
IV - approve the investment
projects of Eletrobras and its subsidiaries, to the extent defined by the internal regulations in force defined by Eletrobras that regulate
the levels of approval in Eletrobras companies;
Financial statements,
dividends and meetings:
V – express
an opinion on the management reports, as well as on the accounts of the Executive Board of Officers;
VI - submit to the
Annual Shareholders’ Meeting, each fiscal year, the management report and the financial statements, as well as the proposal for
distribution of dividends and application of surplus amounts, attaching its opinion and the opinion of the Fiscal Council, and the report
of the independent auditors;
VII - authorize the
call and submit to the Shareholders’ Meeting issues related to the deliberative body of the shareholders, with prior manifestation
on the proposals contained in the
convening instrument, not admitting the inclusion of the item “general matters”;
VIII - analyze, at
least quarterly, the balance sheet and other financial statements prepared periodically by the Company, without prejudice to the performance
of the Fiscal Council;
IX - resolve on the
declaration of interim dividends and on the payment of interest on equity, upon proposal of the Executive Board of Officers;
Securities and corporate
transactions:
X - authorize the
acquisition of shares issued by Eletrobras, for the purpose of cancellation or permanence in treasury and subsequent disposal, as well
as resolve on the issuance of simple debentures, not convertible into shares with or without collateral, as well as promissory notes and
other securities not convertible into shares;
XI - approve the issuance
of common shares, debentures convertible into common shares and subscription bonuses, up to the limit of the authorized capital, establishing
the conditions of issuance, including the price and term of payment;
XII - exchange of
shares or other securities issued by the Company;
XIII - express a prior
opinion on the vote to be cast within the scope of the subsidiaries and affiliates, in relation to the operations of incorporation, spin-off,
merger and transformation;
Governance:
XIV - approve its
Internal Regulations and those of its advisory committees, the Eletrobras Code of Conduct, the main policies of the Eletrobras companies,
as defined by the Board of Directors itself, including policies dealing with dividends, transactions with related parties, equity interests,
compliance, risk management, hedge, personnel, remuneration, indication, environmental, sustainability, social responsibility, governance,
as well as regulations dealing with powers, remuneration and appointment of administrators and personnel;
XV - elect and dismiss,
at any time, the members of the Company’s Executive Board of Officers;
XVI – appoint
and dismiss the holder of the Internal Audit, the holder of the Superintendence of Governance and the holder of the Secretariat of Governance;
XVII – elect
the members of the advisory committees and working groups of the Board of Directors, among its members and/or among market people of notorious
experience and technical capacity in relation to the specialty of the respective Committee;
XVIII - define the
variable remuneration program an establish the individual amount of monthly remuneration due to its members, the members of its advisory
committees and the members of the Executive Board of Officers, taking into account the responsibilities, the time dedicated to the functions,
the competence, the professional reputation and the value of its services in the market;
XIX - evaluate, annually,
the individual and collective performance of the administrators and the collective performance of their advisory committees, with the
procedural and methodological support of the People Committee;
XX - approve
indications, proposed by the Executive Board of Officers, of the persons who must integrate
management, advisory and fiscal bodies of the subsidiaries and of the companies and entities in which the Company and its subsidiaries
have participation, including indirect ones, and in cases where it deems appropriate, delegate such attribution to the Executive Board
of Officers;
XXI – resolve
on matters that, by virtue of legal provision or by determination of the Shareholders’ Meeting, fall under its purview;
XXII – decide
on the omitted cases of these Bylaws and delegate to the Executive Board of Officers matters within its purview not included in the list
of legal attributions of the Board of Directors;
Risks, internal controls
and compliance:
XXIII - implement,
directly or through other bodies of the Company, and supervise the risk management systems, internal controls and compliance established
for the prevention and mitigation of the main risks to which Eletrobras and its subsidiaries are exposed, including risks related to the
integrity of accounting and financial information and those related to the occurrence of corruption and fraud;
XXIV - approve the
annual work plan of the Internal Audit
XXV - examine, at
any time, the books and papers of Eletrobras, as well as request information on contracts entered into or in the process of being entered
into and any other contracts;
Legal acts and business:
XXVI - express an
opinion on acts and approve contracts, in accordance with the levels established in the Regulation of Authorities of the Eletrobras companies;
XXVII - approve the
practice of acts that imply a waiver, transaction or arbitration commitment, in accordance with the levels established in the Regulation
of Authorities of Eletrobras companies;
XXVIII - approve the
transfer of ownership of the Company’s assets, constitution of real liens and the provision of guarantees to obligations to third
parties, in accordance with the levels established in the Regulations of the Eletrobras companies;
XXIX – choose
and dismiss the independent auditors;
XXX – resolve
on the Company’s strategic trademarks and patents;
XXXI - resolve
on making and accepting donations with or without charges and other reasonable free acts, subject to the provisions of the
Eletrobras Companies’ Integrity Program and the Eletrobras Code of Conduct, in accordance with the levels established in the
Eletrobras Companies’ Regulations of Authorities, and also considering the Company’s social responsibilities, as provided for in
paragraph 4 of article 154 of the Brazilian Corporate Law;
XXXII – approve
the models of the indemnity contracts to be signed by the Company and the procedures that guarantee the independence of the decisions;
XXXIII - approve the
sponsorship of the health care and supplementary pension plan and adherence to a supplementary pension entity, as well as supervise compliance
with the limit of participation of Eletrobras in the cost of these benefits;
XXXIV - approve, in
accordance with the levels established in the Regulation of Authorities of the Eletrobras companies, the contracting of loans or financing
and the provision of guarantees, in the country or abroad, by subsidiary companies;
Business management
and efficiency:
XXXV - determine the
distribution and redistribution of charges and duties among the members of the Executive Board of Officers;
XXXVI - grant leave
or license to the President of the Company, including paid leave;
XXXVII - approve collective
bargaining agreements, employee profit sharing program, job and salary plan, function plan and employee dismissal program;
XXXVIII – approve
the maximum number of personnel of Eletrobras companies and general guidelines for hiring personnel at Eletrobras and its subsidiaries;
XXXIX - approve and
supervise the fulfillment of the specific goals and results to be achieved by the members of the Executive Board of Officers;
XL - approve the business
performance goals of the subsidiaries.
Associative guidelines:
XLI - authorize the
incorporation of wholly-owned subsidiaries, the Company’s interests in subsidiaries or affiliates, the transfer of termination of
such interest, as well as the acquisition of shares or quotas of other companies;
XLII - resolve
on the association referred to in paragraph 1 of article 3 of these Bylaws;
XLIII - resolve on
the shareholders’ agreements to be signed by Eletrobras and its subsidiaries and, in the case of amendments, only when it involves
aspects related to article 118 of Law 6,404/1976; and
XLIV - deliberate
on the organization of technical-scientific research entities of business interest to Eletrobras in the energy sector.
Paragraph 1 - The
board of directors of the company must prepare and disclose a reasoned opinion on any Public Offering for Acquisition of Shares (“OPA”)
that has as its object the shares issued by the company, within fifteen (15) days of the publication of the notice of said OPA, in which
it will manifest, at least:
I - on the convenience
and opportunity of the takeover bid regarding the interest of the company and the set of its shareholders, including in relation to the
price and the potential impacts on the liquidity of the shares;
II - regarding the
strategic plans disclosed by the offeror in relation to the company; and
III - regarding the
alternatives to the acceptance of the takeover bid available on the market.
Paragraph 2 - The
opinion of the board of directors, referred to in the previous paragraph, must cover the reasoned opinion favorable or contrary to the
acceptance of the OPA, warning that it is the responsibility of each shareholder to make the final decision on said acceptance.
Paragraph 3 - The
Board of Directors may determine the performance of inspections, audits or accountability in the Company, as well as the hiring of experts,
experts or external auditors, to better instruct the matters subject to its deliberation.
Paragraph 4 - Without
prejudice to the duties conferred upon it by the Internal Regulations, the Chairman of the Board of Directors shall:
I - convene and preside
over the meetings of the body, observing compliance with the Bylaws and the Internal Regulations;
II - coordinate the work related to the succession plans
of the members of the Board of Directors and the Executive Board of Officers , with the support of the People Committee; and
III
- propose to the Board of Directors appointments to compose the advisory committees, including external members.
Article 32 - The Board
of Directors, for the better performance of its functions, may create Committees or transitory work groups with defined objectives, being
composed by members of Management and professionals with specific knowledge.
Paragraph 1 - The
Board of Directors shall have the permanent support of three (3) statutory advisory committees with specific duties of analysis and recommendation
on certain matters, directly linked to the Board:
I
- People Committee;
II
- Strategy, Governance and Sustainability Committee;
III
- Audit and Risks Committee.
Paragraph 2 – The
committees mentioned in the previous paragraph will have their compositions and other rules of operation disciplined in their respective
internal regulations, including the duties to be exercised by the respective coordinators and any extension of their scope and performance
for the subsidiaries of Eletrobras.
Paragraph 3 – The
opinions of the Committees are not a necessary condition for the presentation of matters to the examination and resolution of the Board
of Directors;
Article 33 – The
purpose of the Audit and Risks Committee is to advise the Company’s Board of Directors in the exercise of its functions and will
have attribution, without prejudice to others provided for in its Bylaws, approved by the Board of Directors, for analysis and manifestation
on the following matters:
I – give an
opinion on the hiring and dismissal of independent audit services;
II – supervise
and monitor the activities: a) of the independent auditors, in order to evaluate their Independence; the quality of the services provided;
and the adequacy of the services provided to the needs of the company; b) the internal control area of the company; c) the internal audit
area of the company; and d) the area of preparation of the company’s financial statements;
III - evaluate the
quarterly information, interim statements and financial statements;
IV - monitor the quality
and integrity of: a) the internal control mechanisms; b) the quarterly information, interim statements and financial statements of the
Company; and c) the information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements
not provided for in the structure of the usual reports of the financial statements;
V - evaluate and monitor
the company's risk exposures;
VI - evaluate and
monitor, together with management and the internal audit area, the adequacy of transactions with related parties carried out by the company
and their respective disclosures;
VII
- prepare an annual summary report, to be presented together with the financial statements disclosed to the market, containing a description
of: a) its activities, the results and conclusions reached and the recommendations made; and b) any situations in which there is significant
disagreement between the company's management, the independent auditors and the Audit and Risks Committee in relation to the company's
financial statements;
VIII – have
the means to receive and process information about non-compliance with legal and regulatory provisions applicable to the company, in addition
to internal regulations and codes, including specific procedures for protect the provider and the confidentiality of the information;
IX - monitor compliance
activities, reporting channel and manifestation handling management, including ethical infractions; and
X
- evaluate, monitor, and recommend to management the correction or improvement of the company's internal policies, including the policy
of transactions between related parties.
Paragraph
1 - The Audit and Risks Committee shall be composed of at least three (3) members and at most five (5), who shall have professional
experience or academic training compatible with the position, preferably in the area of accounting, auditing or in the Company's sector
of activity, and at least one (1) member shall have recognized professional experience in corporate accounting matters, under the terms
of the regulations issued by CVM, and all its members shall be independent, among which, at least one (1) shall be an independent Director
of the Company, also observing the conditions imposed by applicable national or foreign legislation and regulations, including the provisions
of the Sarbanes-Oxley Act and the rules issued by the Securities and Exchange Commission ("SEC") and by the New York
Stock Exchange ("NYSE").
Paragraph
2 - The characteristics referred to in the paragraph above may be accumulated by the same member of the Audit and Risks
Committee, and the election of external members other than directors is also allowed, provided that the independence requirements are
met.
Paragraph
3 - In case of vacancy of a member of the Audit and Risks Committee, the Board of Directors shall elect its successor
to start a new term of office.
Paragraph
4 - The Audit and Risks Committee must
inform its activities monthly to the Company's Board of Directors, and the minutes of the meeting of the Board of Directors, or the corresponding
certificate of minutes, must be disclosed for the purpose of indicating that such a report has been made.
Paragraph
5 - The Audit and Risks Committee shall be endowed with operational autonomy and its own budget approved by the Board
of Directors, intended to cover expenses with its operation.
Paragraph 6 - The
participation, as members of the Audit and Risks Committee, of officers of the Company, its subsidiaries and affiliates is prohibited.
Article 34 - The People
Committee shall analyze the requirements for investiture in the position of management and fiscal councilor of the Company, in accordance
with the legal and statutory provisions and also considering the rules established in internal regulations that deal with appointments
of administrators and fiscal directors.
Sole
paragraph - It is also incumbent upon the People Committee to assist the Board of Directors in the preparation and monitoring of the
management succession plan, in the strategy of remuneration of the administrators and members
of the advisory committees and in the proposals and other matters relating to personnel policy.
Article 35 - The
purpose of the Strategy, Governance and Sustainability Committee shall be to advise the Board of Directors on strategic matters, sustainability
practices and their alignment with strategic and business plans, corporate governance practices, in addition to other duties conferred
on it by the Board of Directors and contained in its Bylaws.
CHAPTER VI
The Executive Board of Officers
Article 36 - The Executive
Board of Officers, whose members will be elected and dismissed at any time by the Board of Directors, will be composed of the President
and up to fifteen (15) Executive Vice-President Officers, of a statutory nature, residing in the country, respecting the minimum of three
(3) members, with a unified management term of two (2) years, being allowed renewals.
Paragraph 1 - The
Board of Directors shall observe in the choice and election of the members of the Executive Board of Officers their professional capacity,
notorious knowledge and expertise in the respective areas of contact and the alignment of their professional profile to the duties of
the position.
Paragraph
2 - The members of the Executive Board of Officers shall exercise their positions on
a full-time basis and with exclusive dedication to the service of the Company, exceptionally allowed, after justification and approval
by the Board of Directors, the concomitant exercise in management positions in subsidiaries and affiliates of the Company and in boards
of management/deliberative boards of other companies and associations.
Paragraph 3 - A person
who has already completed sixty-five (65) years of age on the date of the election cannot be elected to occupy a position on the Executive
Board of Officers, except
in exceptional cases duly justified and approved by the Board of Directors.
Article 37 - The members
of the Executive Board of Officers may not depart from the position for more than thirty days consecutive days or not, without leave or
authorization from the Board of Directors.
Paragraph 1 - The
President and the other Executive Vice-President Officers shall be entitled, annually, to thirty (30) days of paid leave, with the prior
authorization of the Executive Board of Officers, which may be accumulated up to a maximum of two (2) periods, being prohibited its conversion
into cash and indemnity.
Paragraph 2 - In the
event of temporary leave, or enjoyment of leave, including paid leave, of any of the members of the Executive Board of Officers, the President
of the Company shall designate the substitute among the other members of the collegiate, and shall also designate its eventual substitute.
Paragraph 3 - In the
event of a permanent vacancy in the position of Executive Vice President Officer, the same criterion set forth in Paragraph 2 shall be
used to designate the temporary substitute, who shall act until the election and investiture of the new member, thus filling the vacant
position, for the term remaining to the replaced member.
Paragraph 4 - In the
event of vacancy in the position of President, the Board of Directors shall appoint the temporary substitute, among the other members
of the Executive Board of Officers, who shall act until the election and investiture of the new President.
Article 38 - It is
incumbent upon the Executive Board of Officers and its members to exercise the management of the Company's business, in accordance with
the mission, objectives, strategies and guidelines established by the Board of Directors.
Paragraph 1 - The
Board of Directors may delegate duties to the Executive Board of Officers, except for those expressly provided for by law and subject
to the powers established in such delegations.
Paragraph 2 - The
duties of the Executive Board of Officers may be delegated to the other hierarchical bodies of the Company, except for those expressly
provided for in the applicable legislation and regulations and subject to the limits provided for in the Company's instruments.
Article 39 – The
Executive Board of Officers is responsible for:
I
- evaluate and submit to the Board of Directors the deliberative matters within its scope, including: (a) the bases and guidelines
for the preparation of the strategic plan, as well as the annual programs and multiannual plans; (b) the strategic plan, as well as the
respective multiannual plans and annual spending and investment programs of the Company with the respective projects; (c) the Company's
costing and investment budgets; (d) the performance results of the Company's activities; (e) the policies and regulations and other regulations
of the Board of Directors;
II - take the appropriate
measures for the faithful execution of the guidelines and resolutions established by the Board of Directors and the Shareholders' Meeting
and, except for the hypotheses of mandatory submission to the Board of Directors, express its opinion on acts
and approve contracts in accordance with the internal regulations in force defined by Eletrobras that regulate the levels of approval
in the Eletrobras companies;
III - approve the
other policies of Eletrobras companies and Eletrobras standards, and may extend them to subsidiaries;
IV - prepare Eletrobras'
costing and investment budgets, in line with the strategic plan and with the annual programs and multiannual business and management plans,
and monitor their execution;
V – approve
changes in the organizational structure of the Company and its subsidiaries;
VI - approve the creation
and extinction of non-statutory Committees and Commissions, linked to the Executive Board of Officers or its members, approving the respective
operating rules, attributions and limits of competence for performance;
VII – define
its Internal regulations and any changes;
VIII - instruct the Company's representatives in the
Shareholders' Meetings of its subsidiaries and affiliates and in the associations in which Eletrobras appears as a member, in accordance
with the guidelines established by the Board of Directors, as well as with the applicable corporate guidelines;
IX - deliberate on the matters that may be submitted
by the President or by any other Executive Vice President Officer;
X - delegate competence to the Executive Vice President
Officers to decide, in isolation, on issues included in the duties of the Executive Board of Officers;
XI - delegate powers to Executive Vice President Officers
and employees to authorize expenses, establishing limits and conditions;
XII – define the staffing of the Company’s
areas;
XIII - supervise the negotiation process with union entities,
as well as propose ediation and collective bargaining agreements;
XIV - ensure the implementation of the Company's strategic
and multi-annual plans and annual spending and investment programs with their respective projects, respecting the approved budget limits;
XV - monitor the sustainability of the business, strategic
risks and respective mitigation measures, preparing management reports with management indicators;
XVI - monitor and
control the activities of the companies in which the Company participates, or with which it is associated;
XVII - prepare, in
each year, the Management Report, the financial statements, the proposal for the distribution of dividends and the payment of interest
on equity and the application of surplus amounts, to be submitted to the Board of Directors, the Fiscal Council and the Audit and Risks
Committee, and to the examination and resolution of the Shareholders' Meeting;
XVIII – approve
the Company’s quarterly financial information;
XIX - approve the
commercialization of rights arising from the results of research, development and innovation of its subsidiaries, related to the energy
sector;
XX - establishing
voting guidance for all Eletrobras subsidiary companies in Meetings of the Electric Energy Trading Chamber - CCEE;
XXI - resolve on the
acquisition, sale or encumbrance of movable and immovable property, in accordance with the levels established in the Regulation of Authorities
of the Eletrobras companies;
XXII - supervise and
monitor business companies, including Special Purpose Entities - SPEs, in which it holds equity interest, with regard to governance practices,
results presented and control, proportional to the relevance, materiality and risks of the business;
XXIII - evaluate the
results of its business and monitor the sustainability of its business activities, strategic risks and respective mitigation measures,
preparing management reports with management indicators;
XXIV - resolve on
making and accepting donations with or without charges and other reasonable free acts, subject to the provisions of the Eletrobras Companies'
Integrity Program and the Eletrobras Code of Conduct, in accordance with the levels established in the Eletrobras Companies' Regulations of Authorities,
and also considering the Company's social responsibilities, as provided in paragraph 4 of article 154 of the Brazilian Corporate Law;
XXV - approve Eletrobras'
appointments to fiscal directors of subsidiaries, investees, associations and foundations, in addition to the appointments of subsidiaries
to administrative and fiscal bodies of its investees, associations and foundations, in accordance with the scope defined in internal regulations
prepared by Eletrobras; and
XXVI - resolve on
amendments to shareholders' agreements to be signed by Eletrobras and its subsidiaries, when they do not involve aspects related to Article
118 of Law 6,404/1976.
CHAPTER VII
Duties of the Executive President and the Executive Vice-President Officers
Article 40 - It is
incumbent upon the President of the Company, without prejudice to other activities attributed to them by the Board of Directors:
I - to call, chair
and coordinate the work of the meetings of the Executive Board of Officers;
II - to propose to
the Board of Directors the appointment of the Executive Vice-Presidents and, when applicable, the members of the subsidiaries' board of
officers;
III
- to provide information to the Board of Directors and the Fiscal Council of the Company;
IV - to promote the
formulation, management and monitoring of strategic planning and the multiannual and annual business and management plans of Eletrobras,
as well as to supervise their preparation and execution;
V - to represent Eletrobras,
judicially or extrajudicially, or before other companies and the general public, and may delegate such duties to any Executive Vice President
Officer, as well as appoint representatives, attorneys-in-fact, agents or proxies, always specifying, in a specific instrument, the extent of the delegated powers;
VI - together with
another Executive Vice President Officer, move the financial resources of Eletrobras and sign acts and contracts, and this option may
be delegated to the other Executive Vice President Officers and to attorneys-in-fact or employees of Eletrobras, in accordance with the
scope defined by the Executive Board of Officer; and
VII – coordinate
the activities of the members of the Executive Board of Officer.
Article 41 - The duties
of the other Executive Vice-President Officers are, without prejudice to other activities assigned to them by the Board of Directors:
I - manage, supervise
and evaluate the performance of the activities of the areas under its direct responsibility, as well as perform management acts related
to these activities, being able to set value limits for delegation of the practice of these acts, respecting the corporate rules approved
by the Executive Board of Officer;
II - participate in
the meetings of the Executive Board, report the proposals for resolutions under its management and report the technical and operational
activities of the wholly-owned subsidiaries and companies in which the Company participates or with which it is associated;
III - comply with
and enforce the general orientation of the company's business established by the Board of Directors in the management of its specific
area of operation;
IV – designate
employees for missions abroad; and
V – approve
admissions, dismissals and promotions for leadership positions in the areas under their direct reporting.
Article
42 - The Executive Vice President Officer who is assigned the function of Investor Relations, is responsible for representing the
Company before the CVM and other entities of the capital market and stock exchanges, national and foreign, in which the Company has securities
admitted to trading, in addition to enforcing the regulatory rules applicable to the Company regarding the records maintained with the
CVM and with the regulatory bodies and stock exchanges in which the Company has securities admitted to trading.
CHAPTER VIII
The Fiscal Councils
Article 43 - The Fiscal Council, of non-permanent
operation, when installed by the Shareholders' Meeting, in the form of the law, shall consist of three (3) to five (5) members and their
respective alternates, elected by the Shareholders' Meeting, all residing in the Country, who shall hold their positions until the first
annual Shareholders' Meeting to be held after their election, and may be reelected, subject to the requirements and impediments set forth
in the legislation, in these Bylaws and, as applicable, in the Company's internal regulations that provide for indications of administrators
and fiscal directors.
Paragraph 1 - The
holders of preferred shares without voting rights, or with restricted vote, shall have the right to elect, in a separate vote, one (1)
member and respective alternate.
Paragraph 2 - In case
of vacancy, resignation, impediment or unjustified absence to two (2) consecutive meetings, or three interspersed meetings, in the last
twelve (12) meetings, the member of the Fiscal Council shall be replaced, until the end of the term of action, by the respective alternate.
Paragraph 3 - The
members of the Fiscal Council will be invested in their positions by signing the instrument of investiture in the book of minutes and
opinions of the Fiscal Council, at which time they will express their adherence and commitment to comply with the Eletrobras Code of Conduct
and other internal regulations issued by the Company.
Article 44 - The remuneration
of the members of the Fiscal Council, in addition to the mandatory reimbursement of the expenses of locomotion, food and stay necessary
for the performance of the function, will be fixed annually by the Shareholders' Meeting, observing the minimum limit established in the
Brazilian Corporate Law.
Article 45 - It is
incumbent upon the Fiscal Council, without prejudice to other duties conferred on it by virtue of legal provision or by determination
of the Shareholders' Meeting:
I - supervise, by
any of its members, the acts of the administrators and verify the fulfillment of their legal and statutory duties;
II - give an opinion
on the annual report of the administration, stating in its opinion the additional information it deems necessary or useful for the resolution
of the Shareholders' Meeting;
III - give an opinion
on the proposals of the administrators, to be submitted to the Shareholders' Meeting, regarding the modification of the capital, issuance
of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends, transformation, incorporation,
merger or spin-off of the Company;
IV - report, by any
of its members, to the management bodies and, if these do not take the necessary measures to protect the interests of the Company, to
the Shareholders' Meeting, the errors, frauds or crimes they discover, and suggest useful measures to the Company;
V - convene the Annual
Shareholders' Meeting if the administrators delay for more than one month, and the Extraordinary whenever there are serious or urgent
reasons, including in the agenda of the meetings the matters they consider necessary;
VI - analyze, at least
quarterly, the balance sheet and other financial statements prepared periodically by the Executive Board of Board of Officer;
VII – examine
the financial statements for the fiscal year and give an opinion on them;
VIII – approve
its internal Regulations and any amendments;
IX - monitor the equity,
financial and budgetary execution, being able to examine books, any other documents and request information;
X - exercise the attributions
in items I to VIII during any liquidation of the Company; and
XI – perform
the annual self-assessment of its performance.
Sole paragraph - The
members of the Fiscal Council shall participate, obligatorily, in the meetings of the Board of Directors in which the matters referred
to in items II, III and VII of this Article must be considered.
Article 46 - The Fiscal
Council shall meet, ordinarily, once a month, and, extraordinarily, whenever called, in accordance with its Internal Regulations.
Sole paragraph - It
is incumbent upon the Fiscal Council to elect its President, under the terms of its Internal Regulations.
CHAPTER IX
Internal Audit, Integrity, Compliance, Internal Control, Corporate Risks and Manifestation Handling
Article 47 - The Company
will have an Internal Audit, linked directly to the Board of Directors, whose activities are reported directly to the Board of Directors,
or through the Audit and Risks Committee.
Paragraph 1 - The
Internal Audit shall be responsible for providing an assessment of the effectiveness of the Company's processes, as well as advising the
Board of Directors, the Audit and Risks Committee, the Executive Board of Officer and the Fiscal Council.
Paragraph 2 - The
holder of the Internal Audit shall be appointed and dismissed by the Board of Directors.
Article 48 - The
Company will have an area with responsibility to perform Integrity, Compliance, Internal Controls, Corporate Risks and Manifestation
Handling functions, observing qualifications and independence in accordance with current legislation.
CHAPTER X
Fiscal Year and Financial Statements
Article 49 - The fiscal
year shall coincide with the calendar year, beginning on January 1st and ending on December 31st of each year, and
shall comply with the provisions of these Bylaws and the applicable legislation.
Paragraph 1 - In each
fiscal year, it will be mandatory to distribute a dividend of not less than twenty-five percent (25%) of the net income, adjusted under
the terms of the Law, subject to the rules of the Company's Dividend Distribution Policy.
Paragraph 2 - The
amount of interest, paid or credited, as interest on equity, pursuant to article 9, paragraph 7, of Law No. 9,249 of 1995, and the relevant
legislation and regulations, may be imputed to the holders of common shares and to the minimum annual dividend of preferred shares, integrating
such amount to the amount of dividends distributed by Eletrobras for all legal purposes.
Article 50
- After the legal reserve is constituted, the allocation of the remaining portion of the net income determined at the end of each
fiscal year will be, upon proposal of the Management,
submitted to the resolution of the Shareholders' Meeting, observing the following allocation:
I - at
least twenty-five percent (25%) of the balance of net income for the year, obtained after the deduction the legal reserve referred to
in the caput of this article, will be distributed as dividend to all shareholders of the Company, pursuant to paragraph 1 of article
49;
II
- up to seventy-five percent (75%) of the net income for the year will be allocated to the investment reserve, in order to ensure
the maintenance and development of the activities that make up the Company's corporate purpose, whose accumulated balance may not exceed
seventy-five percent (75%) of the paid-in capital stock.
Article 51
- The Board of Directors, at the proposal of the Executive Board of Officer, may determine the drawing up of balance sheets in periods
shorter than the annual period and declare dividends or interest on equity to the profit account calculated in these balance sheets, as
well as declare them to the account of retained earnings or profit reserves existing in the last annual or intermediate balance sheet.
Article 52
- Dividends and interest on equity will be paid at the times and places indicated by the Executive Board of Officer, reverting to
Eletrobras those that are not claimed within three (3) years after the date of commencement of payment.
CHAPTER XI
Transitory Provisions
Article 53 - Notwithstanding the extinction
of the seat on the Board of Directors occupied by a representative of the Company's employees, as approved by the Company's shareholders
at the 186th Extraordinary General Meeting held on April 17, 2023, the member elected for the respective position shall remain
in office until the end of his respective term of office, that is, until the Annual Shareholders Meeting to be held in 2024, as approved
at the 182nd Extraordinary General Meeting of the Company.
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: March 16, 2023
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
|
|
|
By: |
/S/ Elvira
Baracuhy Cavalcanti Presta
|
|
|
Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer |
|
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 offuture
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.
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