Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-273432
PROSPECTUS SUPPLEMENT
(To Prospectus dated July
26, 2023)
COMPANHIA PARANAENSE DE ENERGIA
(ENERGY COMPANY OF PARANÁ)
549,171,000 Common Shares
We and the State of Paraná,
a State of the Federative Republic of Brazil (the “Selling Shareholder”), are offering an
aggregate of 549,171,000 Common Shares, without par value, of Companhia Paranaense de Energia (“Copel”), in
a global offering (the “global offering”) that includes (1) a public offering
in Brazil (the “Brazilian offering”) and (2) a registered offering in the United
States pursuant to this prospectus supplement and the accompanying prospectus.
All
Common Shares sold in the global offering will be settled
and delivered in Brazil and paid for in reais pursuant to the Contrato de Coordenação,
Distribuição e Garantia Firme de Liquidação de Ações Ordinárias de Emissão da
Companhia Paranaense de Energia (the “Brazilian Underwriting Agreement”)
We and the selling shareholder
have the right to sell, solely for the purpose of covering over-allotments (greenshoe), if any, pursuant to the Brazilian
Underwriting Agreement, subject of the agreement of Banco Itaú BBA S.A. upon notice to the other Brazilian underwriters,
up to an additional 82,375,650 Common Shares at any time for a period of 30 days from the date of the Announcement of the Initiation of
the Public Offering (Anúncio de Início da Oferta Pública) at the offering price referenced on the cover page
of this prospectus supplement, in aggregate representing up to 15% of the Common Shares initially offered in the global offering.
The Brazilian offering was
subject to a priority offering in Brazil pursuant to which our existing shareholders have the right to purchase our common shares. The
price per common share under the priority offering was the same as the price per common share under this global offering, as indicated
below. The subscription rights in the priority offering have not been and will not be registered under the United States Securities Act
of 1933, as amended (“Securities Act”) or under any U.S. state securities laws. Accordingly, the priority offering was made
only as part of the Brazilian offering in reliance upon certain exemptions from, or in transactions not subject to, the registration requirements
of the Securities Act and will not be made available or included as part of the international offering. This prospectus supplement is
not being provided in connection with the priority offering and this prospectus supplement does not constitute an offer to subscribe for
any securities in the priority offering. The exercise of rights in the priority offering occurred, and the settlement of the priority
offering will occur, only in Brazil. Holders of Unit ADSs (as defined below) and the shareholders that hold our Common Shares outside
of B3 were not permitted to participate in the priority offering. See “Summary — The Offering — Priority
offering in Brazil.”
The Common Shares are listed
on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão), or B3, under the ticker symbol “CPLE3.”
The closing price of our Common Shares on B3 on August 7, 2023 was R$8.21 per Common Shares. Our Common Shares are also listed on the
Mercado de Valores Latinoamericanos en Euros (Latibex) under the ticker symbol “XCOPO.”
The international offering
contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law.
We are registering and will pay a registration fee for all Common Shares initially offered and sold in the United States, as well as for
Common Shares offered and sold outside the United States in the global offering that may be resold from time to time into the United States.
We and the Selling Shareholder are not offering Common Shares in the form of American Depositary Shares. Although American Depositary
Shares representing our units (“Unit ADSs”), which represent four of our class B preferred shares and one of our Common Shares,
are listed on The New York Stock Exchange, our Common Shares offered hereby are not fungible with, or directly convertible into, such
Unit ADSs. A holder of Common Share may not convert its Common Share into our Unit ADSs, unless such holder first combines such Common
Share with four of our class B preferred shares, convert these securities into a unit, and then convert such unit into a Unit ADS.
See
“Risk Factors“ beginning on page S-25 of this prospectus supplement and the “Risk Factors” section beginning
on page 4 of our 2022 Form 20-F/A (as defined below), which is incorporated by reference herein, to read about factors you should consider
before investing in the securities offered in this prospectus supplement and the accompanying prospectus.
Neither the U.S. Securities
and Exchange Commission, or the SEC, nor any state or foreign securities commission, including the
Brazilian Securities Commission (Comissão
de Valores Mobiliarios, or CVM), has approved or disapproved of these securities or determined if this prospectus supplement is truthful
or complete. Any representation to the contrary is a criminal offense.
| |
Per Common
Share |
| Public offering price |
R$8.25 |
| Underwriting discounts, fees and commissions paid by us (1) |
R$0.02 |
| Underwriting discounts, fees and commissions paid by the Selling Shareholder(1) |
R$0.02 |
| Proceeds, before expenses, to us (2) |
R$8.23 |
| Proceeds, before expenses, to the Selling Shareholder (2) |
R$8.23 |
| (1) | See
“Underwriting” beginning on page S-38
of this prospectus supplement for additional information regarding underwriting compensation. |
| (2) | Without
taking into consideration Common Shares to be sold in the over-allotment option. |
Investors residing outside
Brazil may purchase our Common Shares if they comply with the registration requirements of CVM Resolution No. 13 dated November 18, 2020,
as amended, or CVM Resolution No. 13, and CMN Resolution No. 4,373, dated September 29, 2014, as amended, or CMN Resolution No. 4,373,
of the Brazilian National Monetary Council (Conselho Monetário Nacional), or the CMN. For a description on how to comply
with these registration requirements, see “Investment in our Common Shares by Non-Residents of Brazil.”
Delivery of our Common Shares,
including Common Shares offered in the international offering, will be made in Brazil through the book-entry facilities of the B3 Central
Depository (Central Depositária da B3) on or about August
11, 2023.
| Global Coordinators |
| BTG Pactual |
Itaú BBA |
Banco Bradesco BBI |
Morgan Stanley |
UBS Investment Bank |
The date of this prospectus
supplement is August 8, 2023
TABLE OF
CONTENTS
PROSPECTUS
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document consists of
two parts. The first part is this prospectus supplement, which describes the offering by us and the Selling Shareholder and certain other
matters relating to us and our business, financial condition and results of operation. The second part, the accompanying prospectus, gives
more general information about the Common Shares that we and the Selling Shareholder are offering. Generally, references to the prospectus
mean this prospectus supplement and the accompanying prospectus combined. If the information in this prospectus supplement differs from
the information in the accompanying prospectus, the information in this prospectus supplement supersedes the information in the accompanying
prospectus.
The term “Brazilian
underwriters” refers to Banco BTG Pactual S.A., Banco Itaú BBA S.A., Bradesco BBI S.A., Banco Morgan Stanley S.A. and UBS
Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A., who will act collectively with respect to the sale
of the Common Shares in the global offering, under the terms of the Brazilian Underwriting Agreement.
The term “international
placement agents” refers to BTG Pactual US Capital, LLC, Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Morgan Stanley
& Co. LLC, and UBS Securities LLC, whose participation in the offering is strictly limited to their role as agents appointed by the
respective Brazilian underwriters to facilitate the placement of Common Shares outside Brazil, under the terms of the Placement Facilitation
Agreement (as defined below). Please see “Underwriting” for more information.
We are responsible for the
information contained and incorporated by reference in this prospectus supplement and in any related free-writing prospectus we prepare
or authorize. Neither we, the Selling Shareholder, the Brazilian underwriters nor the international placement agents, nor any of our or
their respective agents, have authorized anyone to provide any information other than that contained in this prospectus supplement, the
accompanying prospectus or in any free writing prospectus prepared by or on behalf of us or to which we may have referred you. We, the
Selling Shareholder, the Brazilian underwriters, the international placement agents and our and their respective agents take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we, the Selling Shareholder,
the Brazilian underwriters nor the international placement agents have authorized any other person to provide you with different or additional
information. Neither we, the Selling Shareholder, the Brazilian underwriters nor the international placement agents are making an offer
to sell our Common Shares in any jurisdiction where the offer is not permitted.
You should not assume that
the information in this prospectus supplement, the accompanying prospectus or any document incorporated by reference is accurate as of
any date other than the date of the relevant document. See “Incorporation of Certain Documents by Reference” herein for the
documents we are incorporating by reference into this prospectus supplement.
We and the Selling Shareholder
are using this prospectus to offer our Common Shares outside Brazil. We and the Selling Shareholder are also offering our Common Shares
in Brazil by means of a Brazilian prospectus and accompanying reference form (formulário de referência) in Portuguese
(the Brazilian offering documents). The Portuguese language prospectus, which was registered before the CVM, is in a format different
from that of this prospectus supplement, and contains information not generally included in documents such as this prospectus supplement
and in the accompanying prospectus. This offering of common shares is made in the United States and elsewhere outside Brazil solely on
the basis of the information contained in this prospectus supplement and in the accompanying prospectus. You should not rely on the Brazilian
offering documents in making an investment decision in relation to our Common Shares offered hereby.
Any investors outside Brazil
purchasing Common Shares must be authorized to invest in Brazilian securities under the requirements established by Brazilian law, including
and especially those established by the Brazilian National Monetary Council (Conselho Monetário Nacional), or the CMN, the
CVM and the Central Bank, and the requirements set forth in Resolution No. 13, dated November 18, 2020, of the CVM, as amended, and Resolution
No. 4,373, dated September 29, 2014, as amended, of the CMN. No offer or sale of Common Shares may be made to the public in Brazil except
in circumstances that do not constitute a public offer or distribution under Brazilian laws and regulations or if an exemption has been
granted by the CVM in accordance with its regulations. Any offer or sale of Common Shares in Brazil to non-Brazilian residents may be
made only under circumstances that do not constitute a public offer or distribution under Brazilian laws and regulations
The subscription rights in
the priority offering have not been registered under the Securities Act. Accordingly, the priority offering was not available to investors
in the United States or to U.S. persons.
In this prospectus supplement,
unless the context otherwise requires, references to “Copel” are to Companhia Paranaense de Energia and references to “we,”
“us” and “our” are to Companhia Paranaense de Energia and its consolidated subsidiaries taken as a whole, unless
the context otherwise requires. The term “Selling Shareholder” refers to the State of Paraná.
References to (i) the “real,”
“reais” or “R$” are to Brazilian reais (plural) and the Brazilian real (singular)
and (ii) “U.S. dollars,” “dollars” or “US$” are to United States dollars. We maintain our books and
records in reais. Certain figures included in this prospectus supplement have been subject to rounding adjustments.
This prospectus supplement
and the accompanying prospectus are part of a registration statement that we filed with the SEC as a “well-known seasoned issuer”
(“WKSI”) as defined in Rule 405 under the Securities Act utilizing a “shelf” registration process.
EEA Public Offer Selling Restriction
This
prospectus supplement has been prepared on the basis
that any offer of the Common Shares in any Member
State of the EEA (a “Member State”) will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of Common Shares. Accordingly, any person
making or intending to make
any offer within a Member State of Common Shares which
are the subject of the offering contemplated
in this prospectus supplement may only
do so in circumstances in which no
obligation arises for us, the Selling Shareholder or any of the international placement agents to publish a prospectus pursuant
to Article 3 of the Prospectus Regulation or supplement
a prospectus pursuant to Article 23 of
the Prospectus Regulation, in each
case, in relation to such offer.
Neither we nor the Selling Shareholder nor the international placement agents have authorized, nor do they authorize, the making
of any offer of Common Shares in circumstances in which an obligation arises for us, the Selling Shareholder or the international placement
agents to publish a prospectus for such offer. Neither we nor the Selling Shareholder nor the international placement agents have authorized,
nor do they authorize, the making of any offer of Common Shares through any financial intermediary, other than offers made by the international
placement agents, which constitute the final placement of the Common Shares contemplated in this prospectus supplement.
Each person in a Member State
who receives any communication in respect of, or who acquires any Common Shares under, the offers to the public contemplated in this prospectus
supplement, or to whom the Common Shares are otherwise made available, will be deemed to have represented, warranted, acknowledged and
agreed to and with each international placement agent, us and the Selling Shareholder that it and any person on whose behalf it acquires
Common Shares is: (i) a qualified investor within the meaning of Article 2 of the Prospectus
Regulation; and (ii) in the case of any Common Shares acquired by it as a financial intermediary,
as that term is used in Article 5(1) of the Prospectus Regulation, (x) the Common Shares acquired by it in the offer have not been acquired
on behalf of, nor have they been acquired with a view
to their offer or
resale to, persons
in any Member State other than
qualified investors, as that
term is defined in the Prospectus Regulation,
or in circumstances in which the prior consent of the international placement agents has been given to the offer or resale; or (y)
where the Common Shares have been acquired by it on behalf of persons in any Member State other than qualified investors,
the offer of those Common Shares falls within one
of the exemptions listed in points (b) to (d) of Article 1(4) of the Prospectus Regulation. to it is not treated
under the Prospectus Regulation as having been made
to such persons.
We, the Selling Shareholder,
the international placement agents and their affiliates, and others will rely upon the truth and accuracy of the foregoing representation,
acknowledgment and agreement. Notwithstanding the above, a person who is not a qualified investor may, with the consent of the international
placement agents, be permitted to purchase our Common Shares in the international offering.
In this section, the expression
an “offer” in relation to any Common Shares in any Member State means the communication in any form and by any means of sufficient
information on the terms of the offer and our Common Shares to be offered so as to enable an investor to decide to purchase or subscribe
for our Common Shares and the expression “Prospectus Regulation” means Regulation (EU) 2017/1129 (as amended or superseded).
UK Public Offer Selling Restriction
This prospectus supplement
has been prepared on the basis that any offer of Common Shares in the UK will be made pursuant to an exemption under section 86 of the
Financial Services and Markets Act of 2020 (“FSMA”) from the requirement to publish a prospectus for offers of our Common
Shares. Accordingly, any person making or intending to make any offer within the UK of our Common Shares which are the subject of the
offering contemplated in this prospectus supplement may only do so in circumstances in which no obligation arises for us, the Selling
Shareholder or any of the international placement agents to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus
pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer. Neither we nor the Selling Shareholder
nor the international placement agents have authorized, nor do they authorize, the making of any offer of our Common Shares in circumstances
in which an obligation arises for us, the Selling Shareholder or the international placement agents to publish a prospectus for such offer.
Neither we nor the Selling Shareholder nor the international placement agents have authorized, nor do they authorize, the making of any
offer of our Common Shares through any financial intermediary, other than offers made by the international placement agents, which constitute
the final placement of the Common Shares contemplated in this prospectus supplement.
Each person in the UK who
receives any communication in respect of, or who acquires any of our Common Shares under, the offers to the public contemplated in this
prospectus supplement, or to whom our Common Shares are otherwise made available, will be deemed to have represented, warranted, acknowledged
and agreed to and with each international placement agent, us and the Selling Shareholder that it and any person on whose behalf it acquires
our Common Shares is: (i) a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and (ii) in the
case of any of our Common Shares acquired by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus
Regulation, (x) our Common Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in the UK other than qualified investors, as that term is defined in the UK Prospectus Regulation,
or in circumstances in which the prior consent of the international placement agents has been given to the offer or resale; or (y)
where our Common Shares have been acquired by it on behalf of persons in the UK other than qualified investors, the offer of those Common
Shares fall within one of the exemptions listed in points (b) and (d) to Article 1(4) of the UK Prospectus Regulation.
For the purposes of this
provision, the expression an “offer” of Common Shares to the public in relation to any Common Shares means the communication
in any form and by any means of sufficient information on the terms of the offer and the Common Shares to be offered so as to enable an
investor to decide to purchase or subscribe for the Common Shares.
This prospectus supplement
is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) persons who are outside
the United Kingdom; and (iii) any other person to whom it can otherwise be lawfully distributed (all such persons together being referred
to as “Relevant Persons”). The Common Shares will only be available to, and any invitation, offer or agreement to subscribe
for, purchase or otherwise acquire such Common Shares will be engaged in only with, Relevant Persons. Any person who is not a Relevant
Person should not act or rely on this prospectus supplement or any of its contents.
FORWARD-LOOKING
STATEMENTS
This prospectus supplement
contains forward-looking statements. These statements are not historical facts and are based on management’s current view and estimates
of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates,”
“believes,” “estimates,” “expects,” “plans” and similar expressions, as they relate to
us, 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 the financial condition, liquidity or results of operations are examples of forward-looking statements. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or
future events.
Forward-looking statements
involve only the current view of management and are subject to a number of inherent risks and uncertainties. There is no guarantee that
the expected events, trends or results will actually occur. We caution you that a number of important factors could cause actual results
to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to:
| · | general economic, regulatory, political and business conditions in Brazil and abroad, including the impact of the ongoing conflict
in Ukraine and the trade and monetary sanctions that have been imposed in connection with those developments and its impacts on the global
economy; |
| · | new policies and reforms implemented by the new presidential administration, such as changes to monetary, fiscal and social policies,
and political and popular responses thereto; |
| · | economic conditions in the State of Paraná; |
| · | technical, operational, legal and regulatory conditions related to the provision of electricity services; |
| · | our and the State of Paraná’s ability to successfully implement the proposed transaction to disperse our share ownership; |
| · | the outcome of lawsuits against us; |
| · | our ability to obtain financing; |
| · | developments in other emerging market countries; |
| · | changes in, or failure to comply with, governmental regulations; |
| · | unfavorable hydrological conditions; |
| · | climate-related developments; |
| · | international economic and political developments; and |
| · | the impact of the widespread health developments, epidemics, natural disasters and other catastrophes, such as the COVID 19 outbreak,
and the governmental, commercial, consumer and other responses thereto. |
For additional information on factors that could
cause our actual results to differ from expectations reflected in forward-looking statements, see the section entitled “Risk Factors”
in this prospectus supplement and in documents incorporated by reference in this prospectus supplement and the accompanying prospectus
and “Risk Factors” as set forth in the 2022 Form 20-F/A, which is incorporated by reference herein.
All forward-looking statements attributed to us or a
person acting on our behalf are qualified in their entirety by this cautionary statement, and you should not place undue reliance on any
forward-looking statement included in this prospectus supplement. We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information or future events or for any other reason.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference
into this prospectus supplement the following documents that we have filed with or furnished to the SEC:
| · | Any filings of Copel on Form 20-F made with the SEC after the date of this prospectus and prior to the termination of the offering
of the securities offered by this prospectus, and any future reports of Copel on Form 6-K furnished to the SEC during that period that
are identified in those forms as being incorporated by reference into this prospectus. |
We will provide without charge
to any person to whom a copy of this prospectus supplement is delivered, upon the written or oral request of any such person, a copy of
any or all of the documents referred to above which have been or may be incorporated herein by reference, other than exhibits
to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests
should be directed to Copel’s Investor
Relations Department located at ri@copel.com.
WHERE
YOU CAN FIND MORE INFORMATION
Information that we file
with or furnish to the SEC after the date of this prospectus supplement, and that is incorporated by reference herein, will automatically
update and supersede the information in this prospectus supplement. You should review the SEC filings and reports that we incorporate
by reference to determine if any of the statements in this prospectus supplement, the accompanying prospectus or in any documents previously
incorporated by reference have been modified or superseded.
Documents incorporated by
reference in this prospectus supplement are available without charge. Each person to whom this prospectus supplement and the accompanying
prospectus are delivered may obtain documents incorporated by reference herein by requesting them either in writing or orally, by telephone
or by e-mail from us at the following address:
Investor Relations Department
Attn: Luiz Henrique de Mello
Telephone: +55 41 3331 4011
E-mail: ri@copel.com
We are subject to the information
requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to a foreign private
issuer, and accordingly file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K and other information with
the SEC. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at http://www.sec.gov.
These reports and other information may also be inspected and copied at the offices of the NYSE at 11 Wall St, New York, New York 10005.
The information contained on, or accessible through, such website is not incorporated by reference into this prospectus supplement
and should not be considered a part of this prospectus supplement.
As a foreign private issuer,
we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements and
our executive officers, directors and principal shareholders are exempt from reporting and short swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. You may
request a copy of our SEC filings, at no cost, by contacting us at our headquarters at Rua José Izidoro Biazetto, 158, block A,
81200-240, Curitiba, Paraná, Brazil. Our investor relations office can be reached at +55 41 3331 4011.
SUMMARY
This summary highlights
key information described in greater detail elsewhere, or incorporated by reference, in this prospectus supplement and the accompanying
prospectus. This summary is not complete and does not contain all of the information you should consider before investing in our Common
Shares. You should read carefully the entire prospectus supplement, the accompanying prospectus, including “Risk Factors”
and the documents incorporated by reference herein, which are described under “Incorporation of Certain Documents by Reference”
and “Where You Can Find More Information.” For more information and the reconciliation of the Non-IFRS metrics included in
this summary, see “Non-IFRS Metrics” in the Disclosure 6-K.
Overview
We are a mixed-capital company,
created through State Law No. 1,384, of November 10, 1953 and Decree No. 14,947, on October 26, 1954, controlled by the State of Paraná.
Our operations are distributed across ten Brazilian states. We have been listed on the B3 for 29 years, on the NYSE for 26 years (the
first Brazilian energy company listed on the NYSE) and on LATIBEX (a Madrid-based stock exchange where securities of Latin American companies
are traded in euros) for 21 years.
We are a vertically integrated
company, operating in the generation, transmission, distribution and commercialization of electric energy segments. We are one of the
largest electricity companies in Brazil, with a strong business profile, diversification and relevance of our operating assets in the
Brazilian electric energy sector. We care for preserving and optimizing our long-term economic value. We are the largest distributor in
the State of Paraná, serving 394 of the State’s 399 municipalities, and we operate a concession in one municipality in the
State of Santa Catarina. For the last twelve months ended March 31, 2023, our net income from continuing operations was R$1,115.0 million
and our EBITDA was R$4,293 million. For information on how we calculate our net income from continuing operations and our EBITDA for the
last twelve months ended March 31, 2023 and for a reconciliation of our EBITDA to net income from continuing operations, please see section
“Non-IFRS Measures” in our Disclosure 6-K.
Our operations in Brazil
comprise the following segments:
| · | Generation: in this segment, we are present in four Brazilian states
and have 6,967 MW of total installed capacity (adjusted for our equity stake in each asset) and a physical guaranteed average of 3,157
MW (adjusted for our equity stake in each asset), through 75 generating units. |
| · | Transmission: in this segment, we have 9,685 km of transmission lines
and 51 substations in nine Brazilian states. Our transmission lines have an estimated Annual Permitted Revenue (Receita Annual Permitida,
or “APR”) of approximately R$1.4 billion in the 2022-2023 cycle. |
| · | Distribution: this segment consists of the distribution of electricity
in a concession area of 194,854 km² in the State of Paraná, serving more than 5 million consumers over 208,000 km of distribution
lines, and a base concession compensation (Base Remunaratória) of R$8.4 billion, considering the tariff adjustment of June
2021. |
| · | Power sale: this segment consists of the purchase and sale of energy,
as well as the provision of services in the free contracting environment (ACL) (“Free Market”). Through Copel Comercialização,
we sold more than 24,544 GWh of energy in the last twelve months ended March 31, 2023. |
Generation segment
Our generation segment is
present in four states (Rio Grande do Norte, Mato Grosso, Paraná and Rio Grande do Sul), with a total of 6,967 MW of installed
capacity, a physical guarantee average of 3,157 MW and 75 generation units. Our generating park is composed of 94% renewable sources such
as hydroelectric (77%) and wind (17%). Other energy sources account for 6% of our generating park.
Compared to 2018, there was
an increase in the importance of wind energy, which represented 9% of the installed capacity in 2018, while the installed capacity of
hydroelectric energy (84% in 2018), and thermal power plants (7% in 2018) decreased compared to 2018.
For the last twelve months
ended March 31, 2023, the net income of our generation segment was R$697.2 million and the EBITDA of our generation segment was R$2,188
million.
Source: Company. Note: (1) Considers values
proportional to Copel's equity stake; (2) Considers solar and thermoelectric plants.
We operate in the two electricity
contracting environments in Brazil, namely: the Free Market, which gives its consumers the freedom to negotiate the purchase of energy
with the generators and traders they choose, and the Regulated Contracting Environment (ACR), also called the regulated market or captive
market, in which consumers buy energy exclusively from the local distributor and are called captive consumers. For 2023, the ACR represents
approximately 33% of our total contracted energy, while the ACL represents 56% of the contracted energy. The chart below illustrates the
evolution of the energy contracted by us and its availability for the indicated periods:
Source: Company. Foz do
Areia (FDA) Hydroelectric Power Plant (Governador Bento Munhoz da Rocha Netto), which will have its concession contract ended in December/2024
Transmission segment
We own more than 9,685 km
of transmission lines in eight Brazilian states (Maranhão, Mato Grosso, Bahia, Goiás, Minas Gerais, São Paulo, Paraná
and Santa Catarina) and 51 substations, considering our own assets and in partnership with other companies. We build, maintain and operate
a wide grid of energy transmission.
This segment has about 20
remaining years of concession and has an APR Cycle 22-23 of R$1.4 billion. APR is the annual revenue established by ANEEL to be charged
by a transmission concessionaire for the use of its transmission lines by third parties. The APR is established by ANEEL
in biannual cycles.
Source: Company. Note: (1)
Considers values proportional to Copel's equity stake
For the last twelve months
ended March 31, 2023, the net income for our transmission segment was R$939.3 million in the last twelve months ended March 31, 2023 and
the EBITDA of our transmission segment was R$1,237 million. We added 53.6 km of new 138kv transmission lines in the 3-month period
ended March 31, 2023.
Distribution segment
We are the fourth largest
distribution concession in Brazil (according to ANEEL) and the main electricity distributor in the state of Paraná, which has the
fourth largest GDP in Brazil and which has a GDP per capita above the country average (R$42.4 thousand per capita for the
state of Paraná, compared to R$35.9 thousand per capita for Brazil). Additionally, the state of Paraná has a higher
HDI (Human Development Index) than the Brazilian average (0.749 for the state of Paraná compared to 0.699 for Brazil).
We have a concession that
expires in 22 years for the distribution of energy in the State of Paraná and we operate in a concession area of 194,854 km2.
In addition, we have a low default rate on the payment of energy bills of 0.9% (calculated as the percentage of energy bills issued during
the last twelve months and which are 16 to 360 days overdue).
We also adopt the following
quality indices required by applicable regulations: Equivalent Duration per Consumer (“DEC”), which measures the average time
in hours during which households remained disconnected throughout the year, and Average Frequency per Consumer (“FEC”), which
calculates the average number of disconnections in the year. Our DEC and FEC meet the applicable regulatory standards: as of the end of
2022 our DEC was 8.0 (within the regulatory threshold of 9.2) and our FEC was 5.3 (within the regulatory threshold of 6.8).
The geographical presence,
the evolution of default rates, DEC and FEC indicators and the Regulatory Asset Base (Base de Ativos Regulatórios
or “RAB”) of the distribution segment are illustrated below:
Source: Company. Note: (1)
Nominal values
For the last twelve months
ended March 31, 2023, the net loss of our distribution segment was R$318.1 million in the last twelve months ended March 31, 2023 and
the EBITDA of our distribution segment was R$920 million.
We are continuously investing
in our distribution grid to grow organically. In the last tariff cycle, between July 2016 and June 2021, our RAB increased by 71.4% (in
current values), from R$ 4.9 billion to R$ 8.4 billion. RAB represents the value of the assets a concessionaire installed for
the purposes of providing the concession’s services and is a component used by ANEEL to establish the concessionaire’s APR.
The chart below sets forth our capital expenditures for the indicated periods:
Source: Company
Total losses in our distribution
system are segmented between (i) losses in the basic grid (tension equal to or greater than 230kV), which are external to our distribution
grid and have a technical cause, and (ii) losses in the distribution grid (internal to our distribution grid), which are usually caused
by both technical and non-technical reasons. The table below sets forth our historical energy distribution losses for the indicated periods:
| Energy Losses |
2023(1) |
2022 |
2021 |
2020 |
2019 |
2018 |
| Technical Losses |
5.7% |
5.7% |
5.8% |
6.0% |
6.0% |
5.9% |
| Non-Technical Losses |
2.2% |
1.9% |
1.9% |
1.8% |
1.0% |
2.4% |
| Losses in the Basic Grid |
1.2% |
1.4% |
1.5% |
1.6% |
1.4% |
1.4% |
| Total |
9.1% |
9.0% |
9.2% |
9.4% |
8.4% |
9.7% |
__________
(1) As
of March 31, 2023
Power sale segment
We are pioneers in the commercialization
of energy in the Free Market. We were the first company to sell energy to Brazilian free consumers in the 1990s, having managed to maintain
our prominence as one of the main sellers in this segment. With the benefit of the integrated structure of one of the largest companies
in the electricity sector in Brazil, we offer our customers simplified access to services and solutions, flexible and customized energy
models, as well as management to companies in all stages of qualification and purchase of energy in the segment. We have more than 1.5
thousand customers across 23 states in Brazil and sold more than 24,544 GWh in the last twelve months ended March 31, 2023.
Our power sale segment continues
to be one of the most active in Brazil in the ACL and has continuously grown. Our energy trading history is illustrated below for the
indicated periods:
Source: Company
The net income of our power
sale segment was R$174.2 million in the last twelve months ended March 31, 2023 and the EBITDA of our power sale segment was R$222 million
in the last twelve months ended March 31, 2023.
For the three-month period
ended on March 31, 2023, we had approximately 5.01 million captive consumers, representing an increase of 1.7%, or 85,000 new consumers,
compared to the same period in 2022.
As of March 31, 2023, the
energy consumption of the captive market, in turn, decreased by 3.2% compared to the same period in 2022, as illustrated below:
|
|
Three-month period
ended March 31, |
Year ended December
31, |
| Energy Sales (GWh) |
2023 |
2022 |
2022 |
2021 |
2020 |
| Residential |
2,254 |
2,267 |
8,212 |
8,068 |
7,910 |
| Industrial |
474 |
516 |
2,102 |
2,275 |
2,314 |
| Commercial |
1,167 |
1,207 |
4,294 |
4,149 |
4,172 |
| Rural |
640 |
712 |
2,357 |
2,461 |
2,451 |
| Others |
614 |
618 |
2,405 |
2,359 |
2,333 |
| Total (Captive) |
5,150 |
5,319 |
19,370 |
19,312 |
19,180 |
|
Grid Market (Number
of Consumers) |
Three-month period
ended March 31, |
Year ended December
31, |
| |
2023 |
2022 |
2022 |
2021 |
2020 |
| Captive Market |
5,033,019 |
4,949,803 |
5,011,555 |
4,926,608 |
4,835,852 |
| Concessionaires and Permissionaires |
2 |
2 |
2 |
2 |
2 |
| Free Consumers |
2,722 |
2,394 |
2,629 |
2,318 |
1,871 |
| Local Grid Concessionaires |
5 |
5 |
5 |
5 |
5 |
| Total |
5,035,748 |
4,952,204 |
5,014,191 |
4,928,933 |
4,837,730 |
As of March 31, 2023, the
grid market (TUSD) consumption (distributed energy - GWh), which considers all consumers who accessed the distributor’s grid, decreased
by 1.1% compared to the same period in 2022, as illustrated below:
|
|
Three-month period
ended March 31, |
Year ended December
31, |
| Energy Sales (GWh) |
2023 |
2022 |
2022 |
2021 |
2020 |
| Captive Market |
5,150 |
5,319 |
19,370 |
19,312 |
19,180 |
| Concessionaires and Permissionaires |
22 |
23 |
91 |
86 |
76 |
| Free Consumers |
3,046 |
2,960 |
12,244 |
11,531 |
10,025 |
| Local Grid Concessionaires |
199 |
207 |
834 |
846 |
798 |
| Total |
8,418 |
8,510 |
32,539 |
31,755 |
30,079 |
Process of Transformation into a Company without a Controlling
Shareholder
We are constantly seeking
to improve our corporate governance, and in November 2022, the Government of the State of Paraná, our controlling shareholder,
announced its intention to transform us into a dispersed capital company without a controlling shareholder. Below are the main milestones
of this process:
| · | November 2022: The Legislative Assembly of the State of Paraná State approved the Law No. 21,272
of November 24, 2022 (“Law 21,272”), authorizing our transformation into a company without a controlling shareholder; |
| · | December 2022: We announced a study for the Comprehensive Renewal of the concessions of the Governador
Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Braga (Segredo) and Governador José Richa (Salto Caxias) hydroelectric
power plants and disclosed our intention to conduct this offering to raise funds for the payment of the respective concession premiums; |
| · | January 2023: We entered into a collective bargaining agreement for the period 2022/2024 and announced
the hiring of specialized advisory services to structure a possible public offering of shares or units for our transformation into a company
without a controlling shareholder; |
| · | April 2023: The Ministry of Mines and Energy set the value of the concession premiums of the of the Governador
Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Braga (Segredo) and Governador José Richa (Salto Caxias) hydroelectric
power plants at R$3.7 billion to be paid upon the renewal of the concession contract. In addition, the revision of the physical guarantees
of these plants was approved, subject to the validity of the new concession contract; |
| · | May 2023: We started the process of obtaining the required approvals to conduct this offering, including
waivers from our debenture holders and other creditors. We also initiated the valuation and due diligence work. We forwarded the completed
assessment to our controlling shareholder and the Paraná State Court of Auditors (Tribunal de Contas do Estado do Paraná
– TCE-PR) for analysis. The TCE-PR is an entity of the the Paraná State Legislative power tasked with auditing state accounts.;
and |
| · | July 2023: In a shareholder meeting, our shareholders approved this offering and a proposal to reform
our bylaws, which will become effective upon our transformation into a company without a controlling shareholder. For more information
on the changes, see “Amendments to our Bylaws” in the Disclosure 6-K. |
Following this offering,
we will be able to renew the concessions of Governador Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Braga (Segredo) and
Governador José Richa (Salto Caxias) plants, through the payment of the concession premiums of R$3.7 billion. The table below provides
additional information on the installed capacity and concession terms of the Governador Bento Munhoz da Rocha Netto (Foz do Areia), Governador
Ney Braga (Segredo) and Governador José Richa (Salto Caxias) plants:
| Hydroelectric Plant |
Installed Capacity
(MW) |
End of Current
Concession |
End of New Concession(1) |
| |
|
|
| Foz do Areia |
1,676 |
2024 |
2053 |
| Segredo |
1,260 |
2032 |
2053 |
| Salto Caxias |
1,240 |
2033 |
2053 |
______________
(1) Assuming
renewal of current concession in 2023.
Value creation opportunities
Concession renewal
We will have to pay R$3.7
billion for the concession premiums to renew the concessions of Foz do Areia, Segredo and Salto Caxias. The payment of such premiums will
be made with the proceeds of this offering and a potential issuance of debt instruments. The hydroelectric plants are assets that make
up a significant part of our generating park, totaling 4,176 megawatts of installed capacity. Among our plants, these three hydroelectric
plants are the closest to the expiration of their concession, but the renewal of those concessions will grant us a 30-year extension.
Our hydroelectric powerplants
(“HPP”) are operational and represent approximately 60% of our installed capacity.
The renewal demonstrates our long-term plan for our generation business and our commitment to maintaining our position
as a leading energy player in Brazil.
Source: Company. Note: (1)
Considers the remaining years for the end of the concession of all plants, except Marumbi, Chopim I, Melissa, Salto do Vau and Pitangui,
which are exempt from concession, and UTE Figueira, which entered into test operation in 2022, according to ANEEL Order No. 1,047/2022;
(2) Considers average weighted by Installed Capacity; (3) Considers the participation in Copel's total installed capacity of 6,966 MW.
Reduction in PMSO
We have shown a steady improvement
in the reduction of Personnel, Material, Services and Other (“PMSO”) expenses. In the two-year period between 2020 and 2022,
our workforce was reduced by 792 people, reaching a total of 5,875 employees at the end of 2022, while PMSO reduced at a rate of 6.1%
per year over the same period, as illustrated in the chart below:
Source: Company
In addition, by becoming
a company without a controlling shareholder, we expect to be able to gain advantages to optimize our PMSO expenses, including: the possibility
to increase efficiency due to business process optimization and profit orientation based on leading industry players.
Increased operational efficiency in the distribution
segment
Operational efficiency in the distribution segment
Our DEC in 2022 was 7.98
hours, a 26% decrease compared to our DEC in 2016, and our FEC in 2022 was 5.29 hours, a decrease of 27% compared to 2016, in each case
always within the regulatory thresholds. The historical evolution of our DEC and FEC indices are illustrated below:
Source: Company
We intend to optimize the
rural distribution system, our operations, implement new digital services, create potential integration opportunities for our generation
and transmission teams and continue to invest in the distribution grid to modernize it.
Investments in digitalization and new technologies
We always strive to enhance
our distribution and deliver high-quality energy to our customers. Conscious of the increasing demand for energy and more demanding consumers,
we are heavily investing in business optimization and promoting automation processes through innovative technologies, as detailed below.
Paraná Three-Phase.
The Paraná Three-Phase Project establishes the replacement of 25,000 km of single-phase and two-phase grid by three-phase distribution
grid in the rural area. The project guarantees higher quality and safer energy for rural producers and other customers served in these
regions.
The new cables with a protective
cover have an enhanced level of resistance when hit by tree branches or other objects. The program also removes old poles from the middle
of plantations and places new poles on rural roads, which facilitates access for technicians and reduces operational and maintenance costs.
As of March 31, 2023, this
project had already delivered more than 11,700 km of reinforced and modernized grid. For the three-month period ended March 31, 2023,
we have invested R$149 million in the project and expect to invest an additional R$351 million during 2023. The initiative is renewing
the rural grid, which means increased supply quality and security to meet agricultural production, an economic engine of the state.
Smart Grid. Our Intelligent
Electricity Grid (“REI”) continues to meet scheduled deadlines, with the first stage having been delivered in early 2023,
and the second stage already underway. The improvements in remote sensing and the replacement of electromechanical and electronic meters
with smart equipment represent an unprecedented leap in the automation of the state’s energy grid. The REI ensures more assertiveness
in identifying defects and reduces the unavailability of the distribution system, allowing for a new energy model that meets the needs
of consumers, which we believe is fundamental to reducing our costs.
We expect that this project
will impact approximately 1.6 million consumers and will involve an investment of approximately R$820 million, in addition to reducing
our operation and maintenance costs. The chart below highlights the three stages of the project and their expected execution timeline,
as well as the amount of consumers we expect will benefit in each stage.
Source: Company
Digitization. The
investments aim at the possible integration of generation and transmission systems, as well as optimization of operations located in different
states.
Our investments also include
the modernization and digitization of our drone fleet, which is the second largest fleet of drones in Brazil. These drones are mainly
used to carry out inspection, surveillance, inventory, field research and cable launches.
Operational efficiency in the Generation and Transmission
segments
We continuously work on increasing
operational efficiency in the Generation and Transmission segments. We also have the ability to develop our own assets, such as the Jandaíra
Wind Complex (“Jandaíra Complex”). The Jandaíra Complex is located in the municipality of Jandaíra, in
the state of Rio Grande do Norte, and consists of four wind farms, totaling 90.1 MW of installed capacity. The Jandaíra Complex
is part of the Facilities Modernization Plan (PMI) that we are implementing in several of our assets. The start of operations was brought
forward by two years before the start of energy sales in the Regulated Contracting Environment (ACR).
In addition to developing
our own assets, we are constantly monitoring the market for possible acquisitions of new assets. We recently completed the acquisition
of the Aventura and Santa Rosa & Novo Mundo Wind Complexes, adding another 260 MW in installed capacity to our total installed capacity.
These wind complexes are approximately 30 km away from the Jandaíra Complex.
Growth avenues
Growth avenues within operating segments
We believe we have multiple
and clear avenues of growth to be explored. In the Distribution segment, we can grow organically by increasing investments in the depreciated
distribution grid, or inorganically through expansion into new concession areas.
In the Generation segment,
we plan to renew the Foz do Areia, Segredo and Salto Caxias concessions. In addition, we will also increase our focus on growth in wind
and solar generation, with the goal of having a 100% renewable portfolio by 2030. Finally, we continuously consider auctions and mergers
and acquisitions (“M&A”) opportunities.
In the Transmission segment,
we may explore opportunities in upcoming power transmission auctions. We will also consider M&A opportunities if they fit within our
investment policy.
In the commercialization
segment, we intend to remain among the largest in the Free Market, with a continuous focus on increasing profitability and providing more
accessibility to consumers. Additionally, we believe we will have more flexibility after our transformation into a company without a controlling
shareholder.
Asset divestments
We intend to divest assets
such as Compagas and Usina Elétrica a Gás de Araucária (“UEGA”). We currently hold 51% of Compagas (24.5%
is held by Mitsui Gás and 24.5% is held by Commit), a natural gas distribution concessionaire in Paraná, which had its concession
renewed in December 2022 for another 30 years (until 2054). The concession premium paid is R$508 million, with an expected Capex of R$2.5
billion to be realized within 30 years of the renewed concession. The new concession contract establishes a Price Cap model and has remuneration
based on the weighted average cost of capital defined in the concession contract (regulatory WACC) of 9.125%.
UEGA, the regulatory authorization
for which expires in 2029 (subject to renewal), is also in our divestment plans. Currently, we hold 81% of UEGA and Petrobras holds 19%.
We have entered into a Joint Sale Agreement with Petrobras in connection with the sale process. The thermal power plant has a total installed
capacity of 484 MW, with two gas turbines and one steam turbine.
Copel Ventures
Copel Ventures is an initiative
to make strategic and financial investments in companies in our sector. The Corporate Venture Capital model is part of our strategy for
the 2030 horizon. It seeks to foster, with a commitment of R$150 million to be invested over the next few years, innovative proposals
within the energy sector that are suitable for our innovation and investment thesis. According to our model, we expect our investments
to vary between R$2 million and R$10 million per investment.
Source: Company
ESG Day
We prioritize ESG (Environmental,
Social and Governance) practices. We believe we are an ethical and responsible company that has established itself as an organization
that provides energy and solutions to society, continuously seeking to integrate environmental, social and governance concerns into our
actions and strategic decisions. The reflection of what we aim to consolidate in the coming years has resulted in the “Vision 2030”
program, a plan created in 2022 that defines our ambition in business and in strengthening our sustainable development. It is guided by
three main pillars: decarbonization of our energy matrix, business integration on a large scale and discipline in capital allocation.
We produced our first Environmental
Impact Report for a generation project in 1987. We were also the first company in the energy sector in Brazil to become a signatory to
the UN Global Compact in 2000. We promote actions for the dissemination of the UN 2030 Agenda and the implementation of the SDGs in the
electricity sector. We adhered to the “Pact for Water and Energy Resilience” Commitment and received the Pro-Gender and Race
Equality Seal from the Federal Government. We received the Pro-Ethics Seal, 2018-2019 and 2020-2021 editions, granted by CGU and Instituto
ETHOS, for the voluntary adoption of integrity measures, with public recognition for the commitment to implement measures aimed at the
prevention, detection and remediation of acts of corruption and fraud.
Below are the main ESG initiatives
we have taken in recent years:
| · | 2017: Creation of the Governance, Risks and Compliance Committee |
| · | 2018: Installation of Brazil’s first electrified highway and revamp of the whistleblowing
channel |
| · | 2019: Achieved maximum score in B3's Outstanding State Governance Program. |
| · | 2020: Received the “Pro-Ethics” certificate, stipulated as concept B by CDP and stipulated
the Human Rights Policy. |
| · | 2021: Carbon Neutrality Plan, migration to Level 2 of B3 governance and insertion of ESG targets
in variable remuneration. |
| · | 2022: Revision of the Code of Conduct, creation of the Vision 2030 plan and adherence to the Decarbonization
Plan, the Transparency Movement and the Net Zero Ambition Movement, both of the UN Global Compact. |
We have plans for the future
across all ESG segments. On the Environmental side, we have developed our Carbon Neutrality Plan for 2021, which we expect could result
in the reduction of greenhouse gas (GHG) emissions and the offsetting of residual scope one emissions by 2030 for assets under our operational
control.
As part of this neutrality
plan, we have started implementing an electric vehicle fleet with electric modernization and fleet leasing, providing greater efficiency,
keeping up with technological updates and reducing pollutant emissions.
We will carry out this objective
based on four steps:
| · | Alternatives and opportunities for compensation (I-REC) |
| · | Carbon neutralization intrinsic to the Company's strategy |
In the Social aspect, a wide
range of activities were conducted with society in 2022. The focus was on workshops and training sessions held for both internal audiences
(employees and third parties) and external public (communities, social and educational institutions). Various topics were addressed during
these sessions, including human rights, diversity, environment, child labor, health, SDGs (Sustainable Development Goals). We prioritize
the most relevant SDGs (Sustainable Development Goals) for companies in the electricity sector based on the document “Integration
of SDGs in the Brazilian Electricity Sector” (SEB), prepared in 2018. These goals are: quality education, clean and affordable energy,
decent work and economic growth, industry, innovation & infrastructure, sustainability for cities and communities and actions against
global climate change.
Finally, in the realm of
Governance, we are listed at B3 Governance level 2. We have established the following statutory advisory committees that report to the
Board of Directors: Statutory Audit Committee (CAE); Statutory Sustainable Development Committee (CDS), Investment and Innovation Committee
(CII) and Minority Committee (CDM). Moreover, our Board of Directors primarily consists of independent members.
Over the past few years,
we have been recognized by the market for our sustainability initiatives. Some of the awards we have won include “Best Electricity
Company in Brazil” by Valor 1000 - 1st place - 2022; “Best in Management Award” for Copel G&T - 1st place by the
National Quality Foundation - Management Excellence - 2023, “Best Energy Distributor Award” - Abradee - 1st place - 2021,
and “Best Energy Distributor in Southern Brazil Award” - Abradee - 1st place - 2022.
Sustainable Value Generation
Our financial management
is based on four pillars:
| · | Focus on Cash: we seek divestments from non-core segments, operational efficiencies, cost reductions and
gains in scale; |
| · | Efficient Capital Allocation: clear and defined Investment policy, constant governance improvements, risk
diversification, RAB investment and M&A opportunities; |
| · | Balanced Capital Structure: investments and dividends aiming at capital structure optimization and target
leverage level, reflecting mainly our business profile; and |
| · | Return on Invested Capital and Value Creation: established dividend policy, compatible dividend yield
and investments that potentially increase our enterprise value. |
In 2022, we invested R$2,330
million across our operating segments with a focus on efficiency and value creation, R$1,848 million of which was invested in the distribution
segment and R$473 million of which was invested in the generation and transmission segment.
Source: Company. Note: Investment
program does not include acquisitions of the Vilas, Aventura and SRMN wind farms.
We believe that our strong
cash flow generation and robust opportunity selection process allow for an efficient allocation of capital. Going forward, we intend to
focus our capital allocation primarily on the distribution and renewable energy segments.
Dividend Policy
Our Dividend Policy establishes
the guidelines for the distribution of proceeds to shareholders through dividends and/or interest on equity. For the calculation of regular
dividends, we use financial parameters established at the end of each year, considering our financial leverage and with the objective
of preserving our sustainable investment capacity. We have at least two dividend payments per year.
In 2022, we declared dividends equivalent to a total of 84% of our net income for the year, which represented 5.16%
of our share price of that same period considering the closing price of our shares weighted by the volume of shares for the year (“dividend
yield”). On November 30, 2022, we declared the distribution of R$970 million in dividends, which we paid in two installments: one
of R$600 million on November 30, 2022 and another of R$370 million on June 30, 2023. The chart below outlines the historical percentage
of our net income we distributed each year (“payout”), total values distributed (in R$ million) and dividend yield for the
indicated periods.
Source: Company
THE
OFFERING
In November 2022, we received
a communication from the State of Paraná, our controlling shareholder, that it intended to implement a transaction to sell its
controlling stake and have Copel become a company without a controlling shareholder, subject to the creation of the Golden Share and certain
other amendments to our bylaws described under “Recent Developments―Amendment to our Bylaws” above. In December 2022,
our controlling shareholder requested our involvement in the structuring of such transaction pursuant to a recently enacted state law.
In May 2023, we engaged certain external financial advisors to assist us in evaluating and structuring this offering. In June 2023, our
Board of Directors approved submitting to our shareholders the required resolutions and bylaw amendments to enable this offering pursuant
to the state law authorizing and determining the conditions under which the State of Parana, our controlling shareholder, would be allowed
sell its controlling stake in us. In July 2023, our shareholders approved such resolutions and bylaw amendments, as further described
in the Disclosure 6-K.
| Issuer |
Companhia Paranaense de Energia. |
| Selling Shareholder |
The State of Paraná, a State of the Federative Republic of Brazil |
| Common Shares offered by us |
229,886,000 common shares, without taking into consideration the common shares to be sold in the over-allotment option. |
| Common Shares offered by the selling shareholder |
319,285,000 common shares, without taking into consideration the common shares to be sold in the over-allotment option. |
| International placement agents |
BTG Pactual US Capital, LLC, Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Morgan Stanley & Co. LLC, and UBS Securities LLC |
| Brazilian Underwriters |
Banco BTG Pactual S.A., Banco Itaú BBA S.A., Bradesco BBI S.A., Banco Morgan Stanley S.A. and UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. |
| Global offering |
The global offering includes the Brazilian offering and the international offering. The global offering also includes a secondary offering by the Selling Shareholder. |
| International offering |
The international offering is being conducted outside Brazil and includes an offering registered with the SEC. The international placement agents are acting as placement agents on behalf of the Brazilian underwriters for sales of Common Shares to investors outside Brazil in the international offering. |
| Brazilian offering |
As part of the Brazilian offering, the Brazilian underwriters are placing Common Shares to retail investors (the “Brazilian retail offering”) and to qualified non-institutional investors (the “Brazilian qualified non-institutional offering”) in Brazil. The offering to investors in Brazil is exempt from registration with the SEC under Regulation S. The securities placed to investors in Brazil are being offered by means of a “Prospecto da Oferta Pública de Distribuição Primária e Secundária de Ações Ordinárias de Emissão da Companhia Paranaense de Energia” and the Brazilian Underwriting Agreement. |
| Purchases of Common Shares |
All Common Shares purchased in the global offering (including in the United States) will be settled and delivered in Brazil and paid for in reais. Any investor outside Brazil purchasing our Common Shares must be authorized to invest in Brazilian securities pursuant to the applicable rules and regulations of the Brazilian National Monetary Council (Conselho Monetário Nacional, or CMN), the Brazilian Securities Commission (Comissão de Valores Mobiliários, or CVM), and the Central Bank of Brazil (Banco Central do Brasil). |
| Offering price |
The public offering price is set forth on the cover page of this prospectus supplement. |
| |
|
| Over-allotment option |
We and the Selling Shareholder have the right to sell, solely for the purpose of covering over-allotments, if any, pursuant to the Brazilian Underwriting Agreement, subject of the agreement of Banco Itaú BBA S.A. upon notice to the other Brazilian underwriters, up to an additional 82,375,650 Common Shares, 18,518,650 of which will be sold by us and 63,857,000 of which will be sold by the Selling Shareholder, at the offering price referenced on the cover page of this prospectus supplement, in aggregate representing up to 15% of the Common Shares initially offered in the global offering |
| Use of proceeds |
We estimate that the net proceeds
to us from the sale of our Common Shares in the global offering (excluding the over-allotment option) will be R$1,867.1 million, after
deduction of discounts and commissions and estimated expenses payable by us. Allocation of the net proceeds will be made as described
under “Use of Proceeds” below.
We will not receive any of
the proceeds from the secondary offering involving the selling shareholder. |
| Distributions |
In accordance with our bylaws and Brazilian Corporate Law, we are required to (except as described below) regularly pay annual dividends for each fiscal year within sixty days of the declaration of the dividends at the annual shareholders’ meeting or by the board of directors of Copel (the “Board of Directors”). Pursuant to our dividend policy, we have at least two dividend payments per year; see “Summary―Dividend Policy.” To the extent amounts are available for distribution, we are required to distribute as a mandatory dividend an aggregate amount equal to at least 25.0% of our adjusted net profit. Under Brazilian Corporate Law, we are not permitted to suspend the mandatory dividend payable for any year, except for retaining part of the mandatory dividend in a special reserve for unrealized profits when the realized part of the net profit is smaller than the mandatory dividend. Brazilian Corporate Law permits, however, a company to suspend the payment of all dividends if our management, with the approval of the supervisory board, reports at the shareholders’ meeting that the distribution would be detrimental to the Company given its financial circumstances. |
| Voting rights |
Of the three classes of our
stock traded in the market (Common Shares, Class A preferred shares and Class B preferred shares), only the common stock carries full
voting rights. Under the terms of our bylaws, however, specific rights apply to the non-voting preferred stock: our preferred shares are
entitled to vote on certain matters described in our bylaws pursuant to B3’s Nível 2 listing requirements and such shares
may acquire full voting rights under certain conditions described in our bylaws.
In our shareholders meeting
held on July 10, 2023, our shareholders approved certain changes to our bylaws, which will come into effect if this offering is consummated.
If such changes come into effect:
·
the State of Paraná will hold a special class of preferred share (“Golden Share”), which will give it veto power
over certain corporate resolutions, subject to it holding 10% of our capital stock;
·
our bylaws will provide for a limitation to the effect that no shareholder or group of shareholders shall be allowed to cast votes
corresponding to more than 10% of the total votes that could be cast by the then-outstanding voting shares in each resolution; and
·
our bylaws will provide for a poison-pill provision in the Company’s bylaws seeking to protect the dispersion of shares,
which would require that a shareholder or group of shareholders that directly or indirectly becomes the holder of common shares that,
together, representing more than 25% of Copel’s voting capital must make a tender offer for the acquisition of all the other common
shares, for a price of at least 100% more than the highest price of the common shares in the last 504 trading sessions prior to the acquisition,
updated by the SELIC rate. The tender offer of a shareholder or group of shareholders holding shares representing more than 50% of Copel’s
voting capital must be for a price of at least 200% under the same criteria mentioned above, provided, however, that shareholder or group
of shareholders does not reduce its shareholding to at least 50% of Copel’s voting capital within a 120-day period.
For more information on voting
rights see our bylaws and “Amendments to our Bylaws” in the Disclosure 6-K. |
| Listings |
Our Common Shares are publicly
traded in Brazil on B3 under the symbol “CPLE3.”
Our Common Shares trade on
the Latibex under the symbol “XCOPO.”
Our Common Shares will not
be listed on a U.S. national securities exchange.
For more information, see
“Trading Markets.” |
| Lock-up agreements |
We, the Selling Shareholder and our directors and officers who currently own our shares have agreed not to sell our Common Shares or securities convertible into, exchangeable for, exercisable for, or repayable with common or preferred shares, for 180 days after the date of this prospectus supplement without first obtaining the written consent of BTG Pactual US Capital, LLC. |
| Priority Offering in Brazil |
Holders of our Common Shares,
Class A preferred shares and Class B preferred shares (including in the form of units) at B3 as of July 25, 2023 were given the opportunity
to subscribe for Common Shares in the Brazilian offering on a priority basis at the public offering price.
Holders of Unit ADSs and the
shareholders that hold our shares outside of B3 were not be permitted to participate in the priority offering. See “Underwriting — Priority
Offering in Brazil.”
The subscription rights in
the priority offering were not registered under the Securities Act or under any U.S. state securities laws. Accordingly, the priority
offering was made only as part of the Brazilian offering in reliance upon certain exemptions from, or in transactions not subject to,
the registration requirements of the Securities Act, and the priority offering were not made available to investors in the United States
or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act, as such regulation may be amended from time to
time (“Regulation S”)), and were not available or included as part of the international offering. For the avoidance of doubt,
(i) all references to the issuance, offer, placement or sale of the Common Shares in the context of the international offering shall not
include the priority offering, and (ii) all references to the Common Shares in the context of the international offering shall not include
the Common Shares issued, offered or sold by the Company in connection with the priority offering (which shall only be made available
as part of the Brazilian offering). |
| Capital stock before and after the offering |
Before the global offering, we had 1,054,090,460 common shares outstanding. After the global offering, we will have 1,283,976,460 Common Shares outstanding (not considering the exercise of the over-allotment option). For more information on the potential effect of this offering in our capital stock, see “Principal Shareholders.” |
| Risk factors |
You should carefully consider the risk factors discussed beginning on page S-25, the sections entitled “Risk Factors” in our 2022 Form 20-F/A, which is incorporated by reference in this prospectus supplement, and the other information included or incorporated by reference in this prospectus supplement, before deciding to invest in our Common Shares. |
RISK
FACTORS
Our 2022 Form 20-F/A includes
extensive risk factors relating to our operations, our compliance and control risks, our relationship with the Brazilian federal government,
and to Brazil. You should carefully consider those risks and the risks described below, as well as the other information included or incorporated
by reference in this prospectus supplement and the accompanying prospectus, before making a decision to invest in our Common Shares.
After the closing of this offering, the state of Paraná
will no longer be our controlling shareholder.
After the closing of this
offering, the State of Paraná will no longer be our controlling shareholder. As such, if no other shareholder obtains control,
we may be more exposed to takeover attempts, group of shareholders coordinating votes and the resulting conflicts of interests. Not having
a controlling shareholder may also make it more likely for a shareholder deadlock or for our shareholder meetings not being convened due
to a lack of quorum, as well as less likely for us to identify conflicts of interest from our shareholders or voting right abuses.
If, as a result of this offering
or in the future, another shareholder becomes our controlling shareholder, such shareholder will be able to substantially influence our
business strategy, management and even the terms of our bylaws, any of which could adversely affect the price of our Common Shares.
The market price of our Common Shares may be volatile.
The market price of our Common
Shares may be volatile. Broad general economic, political, market and industry factors, many of which are beyond our control, may adversely
affect the market price of our Common Shares, regardless of our actual operating performance. Factors that could cause fluctuation in
the price of our Common Shares include:
| · | actual or anticipated variations in quarterly operating results and the results of competitors; |
| · | changes in financial projections by us, if any, or by any securities analysts that might cover our Common
Shares; |
| · | conditions or trends in the industry, including regulatory changes or changes in the securities marketplace; |
| · | announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures; |
| · | announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us; |
| · | additions or departures of key personnel; |
| · | volatility in global and Brazilian capital markets; |
| · | variations in exchange rates and in particular the exchange rate between the Brazilian real and the U.S.
dollar; and |
| · | other factors affecting the price of securities listed on B3 and NYSE. |
An active trading market for our Common Shares may not
be sustainable. If an active trading market is not maintained, investors may not be able to resell their shares at or above offering price
and our ability to raise capital in the future may be impaired.
Currently, we have three
classes of stock, as well as a program of units (comprised of Common Shares and Class B preferred shares) and American depositary shares
representing such units (Unit ADSs), which are listed in B3, Latibex or NYSE. For more information on the listing of our stock and units,
see “Trading Markets.” In particular, the Common Shares are listed on B3 and Latibex (and are not listed and will not be listed
on any U.S. national securities exchange). It is not possible to predict how trading will develop on such markets. The listing of the
Common Shares on distinct exchanges may adversely affect the liquidity of such Common Shares in one or both markets and may adversely
affect the development of an active trading market for the Common Shares on B3 and Latibex.
If an active market for our
Common Shares is not maintained, it may be difficult for you to sell shares you have purchased without depressing the market price for
the shares or at all. Holders of our Unit ADSs may exchange their Unit ADSs for units, and holders of our units may exchange their units
for the Common Shares and Class B preferred shares underlying these units. A significant number of such cancellations or exchanges may
affect the liquidity and price of our shares, units and the depositary receipts backed by such units.
Not having an active trading
market may also impair our ability to raise capital to acquire other companies or technologies by using our shares as consideration.
We are not offering American Depositary
Shares representing Common Shares, and our Common Shares are not fungible with, or directly convertible into, our Unit ADSs.
We and the Selling Shareholder
are not offering Common Shares in the form of American Depositary Shares. These Common Shares will not be listed on a U.S. national securities
exchange, and trading will occur mostly in Brazil, in Brazilian reais. Although American Depositary Shares representing our units, which
represent four of our class B preferred shares and one of our Common Shares, are listed on The New York Stock Exchange (our Unit ADSs),
our Common Shares offered hereby are not fungible with, or directly convertible into, such Unit ADSs. A holder of Common Shares may not
convert its Common Shares into our Unit ADSs, unless such holder first combines each Common Share with four of our class B preferred shares,
converts these securities into a unit, and then converts such unit into a Unit ADS by depositing them with the custodian under our Unit
ADS program in exchange for the delivery of Unit ADSs. These steps involve payment of fees, expenses, and any taxes or changes, and there
is no assurance that any exchange of such securities for the issuance of Unit ADSs will be completed in accordance with the timeline investors
may anticipate. As a result, shareholders who wish to follow these steps in order to receive Unit ADSs may not achieve the level of economic
return the shareholders may anticipate.
This offering and other aspects of our transformation
into a corporation without a controlling shareholder may be subject to judicial and regulatory review.
Pursuant to the Parana
State Law authorizing this offering and our transformation into a corporation without a controlling shareholder requires the introduction
of a provision in our bylaws limiting the ability of a shareholder or group of shareholders of voting shares representing more than 10%
of our voting stock. This provision, the Parana State Law authorizing this offering and this offering may be subject to judicial challenges
by regulatory authorities, political parties, consumer groups or other entities. As of the date of this prospectus supplement, the political
party Partido dos Trabalhadores brought two separate claims before the Brazilian Supreme Court challenging this provision: a class
action (Ação Popular) and a constitutionality review proceeding (Ação Direta de Inconstitucionalidade).
If these proceedings are successful, this offering or our transformation into a corporation without a controlling shareholder may not
be completed or may be delayed.
Additionally, other aspects
of this offering may be subject to judicial review or regulatory intervention, including through injunctions; which review or intervention
may delay, restrict or even prevent this offering. It is also possible that such regulatory interventions be triggered by media coverage
outside our control.
If this offering or our
transformation into a corporation without a controlling shareholder does not occur or is delayed, we may have difficulties raising capital
and will not be allowed to renew the concessions of the Governador Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Braga (Segredo)
and Governador José Richa (Salto Caxias) hydroelectric powerplants, which may materially and adversely affect our business.
The composition of our Board of Directors may change
following our shareholders meeting expected to occur on August 10, 2023.
In July 2023, two of our
directors and two members of our Supervisory Board resigned. One of the resigning directors was elected pursuant to a cumulative-vote
proceeding and, pursuant to Brazilian law, the resignation of a director elected pursuant to a cumulative-vote proceeding requires that
the board convenes a new shareholder meeting to vote on all director positions elected pursuant to the cumulative-vote proceeding. Only
two of our current directors have not been elected pursuant to a cumulative-vote proceeding. Our Board of Directors convened a shareholders’
meeting to be held on August 10, 2023 to vote on all other director positions. For more information on the changes to our Board of Directors
and Supervisory Board, see “Recent Developments―Changes in our Board of Directors and Supervisory Board” in the Disclosure
6-K.
Our controlling shareholder
and BNDESPAR have presented their candidates to the Board of Directors, and such candidates are the same persons currently serving as
our directors, but they are not required to vote for such nominees and may nominate additional candidates. Other shareholders may also
nominate candidates to our Board of Directors pursuant to Brazilian law. If our Board of Directors substantially changes as a result of
the elections that are expected to take place at the shareholders’ meeting on August 10, our new management may substantially change
our business plan and strategy, which may adversely affect our business and the price of our Common Shares.
Following the closing of this offering, we will be subject
to the Brazilian Bankruptcy Law.
The Brazilian law no. 11,101
of February 9, 2005, as amended (the “Brazilian Bankruptcy Law”) provides for the bankruptcy and judicial and extrajudicial
reorganization proceedings. This law does not apply to state-controlled companies. Following the closing of this offering, we will no
longer be a state-controlled company and will become subject to the Brazilian Bankruptcy Law. If we are subject
to the Brazilian Bankruptcy law, we may be subject to third parties requesting our bankruptcy. However, being subject to the Brazilian
Bankruptcy law allows us to benefit from the proceedings outlined in the Brazilian Bankruptcy law, which includes certain advantages such
as prohibiting the seizure of our assets during the proceeding when such seizure is related to a claim or credit subject to the judicial
reorganization or bankruptcy proceeding. Any third-party bankruptcy requests brought against us may adversely affect our business and
the price of our Common Shares.
After this offering, our bylaws will come into effect
incorporating certain limitations. One such limitation restricts any shareholder or group of shareholders from casting votes corresponding
to more than 10% of the total votes that could be cast by the outstanding voting shares at that time.
After this offering, our
bylaws will come into effect incorporating certain limitations, one such limitation restricts any shareholder or group of shareholders
from casting votes corresponding to more than 10% of the total votes that could be cast by the outstanding voting shares at that time.
This restriction may pose challenges or make it impossible for our shareholders to reach the required quorum or to approve certain matters
in shareholders’ meeting. Such impasses may adversely affect our business.
After this offering, our bylaws will come into effect
with a poison pill provision and other antitakeover measures, which may deter third parties from attempting to acquire us and could adversely
affect the rights of holders of our Common Shares.
After this offering, our
bylaws will come into effect with a poison pill provision, a provision prohibiting groups of shareholders of voting more than 10% of their
shares and certain other provisions that could limit the ability of others to acquire our control. Consequently, shareholders may lose
the opportunity to sell their shares at a premium over the prevailing market price, as these provisions discourage third parties from
seeking to obtain our control through a tender offer or similar transactions.
The preliminary financial information related our trends
in results, expectations for net operating revenue, and potential impairment to be recognized, for the six-month period ended June 30,
2023, is preliminary, incomplete, unaudited or reviewed, and may change.
We may adjust the preliminary
financial details about result trends, expectations for net operating income, and any potential impairment that might be recognized, for
the six-month period ended June 30, 2023. These financial details are preliminary, incomplete, and have not been audited or reviewed by
an auditor. These details are our management’s early estimates and will be finalized once we have completed our bookkeeping and
record-keeping process, which is not done yet. Such details should not be taken as a substitute for the quarterly financial information
for the six-month period ended June 30, 2023. This preliminary financial information has been prepared by, and is the sole responsibility
of our management. Our results may differ from the preliminary information contained in the documents related to this offering and such
preliminary information should not be relied for investment decisions as it does not guarantee future performance or results.
As a foreign private issuer, we have different disclosure
and other requirements than U.S. domestic registrants.
As a foreign private issuer
under the Exchange Act, we may be subject to different disclosure and other requirements than U.S. domestic registrants. For example,
as a foreign private issuer, in the United States, we are not subject to the same disclosure requirements as a U.S. domestic registrant
under the Exchange Act, including the requirements to prepare and issue quarterly reports on Form 10-Q or to file current reports on Form
8-K upon the occurrence of specified significant events, the proxy rules applicable to U.S. domestic registrants under Section 14 of the
Exchange Act or the insider reporting and short-swing profit rules applicable to U.S. domestic registrants under Section 16 of the Exchange
Act. In addition, we rely on exemptions from certain U.S. rules that will permit us to follow Brazilian legal requirements rather than
certain of the requirements that are applicable to U.S. domestic registrants.
Furthermore, foreign private
issuers are required to file their annual report on Form 20-F/A within 120 days following the end of each fiscal year, while U.S. domestic
issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days following the end of each fiscal
year. As a result of the above, even though we are required to make submissions on Form 6-K disclosing the information that we have made
or are required to make public pursuant to Brazilian law, or are required to distribute to shareholders generally, and that is material
to us, you may not receive information of the same type or amount that is required to be disclosed to shareholders of a U.S. company.
We are a foreign private issuer and, as a result, in
accordance with the listing requirements of the NYSE, we rely on certain home country governance practices from Brazil, rather than the
corporate governance requirements of the NYSE, which may limit the protections afforded to investors.
We will report under the
Exchange Act as a non-U.S. company with foreign private issuer status. Under the NYSE
listing rules, a foreign private issuer may elect
to comply with the practice of its home country and not to comply with certain NYSE corporate governance requirements, including the requirements
that:
| · | a majority of the board of directors consist of independent directors; |
| · | a nominating and corporate governance committee be established that is composed entirely of independent
directors and has a written charter addressing the committee’s purpose and responsibilities; |
| · | a compensation committee be established that is composed entirely of independent directors and has a written
charter addressing the committee’s purpose and responsibilities; and |
| · | an annual performance evaluation of the nominating and corporate governance and compensation committees
be undertaken. |
Therefore, our shareholders
may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.
The relative volatility and illiquidity of the Brazilian
securities markets may impair your ability to sell the Common Shares.
Overall, the Brazilian securities
markets are substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States
and certain other jurisdictions outside Brazil, and are not as highly regulated or supervised as some of these other markets. The illiquidity
and relatively small market capitalization of the Brazilian equity markets may cause the market price of securities of Brazilian companies,
including our Common Shares, to fluctuate in both the domestic and international markets, and may substantially limit your ability to
sell the Common Shares at a price and time at which you wish to do so. See “―We are not offering American Depositary Shares
representing Common Shares, and our Common Shares are not fungible with, or directly convertible into, our Unit ADSs,” above.
The issuance, sale or the perception
of a potential issuance or sale of significant volumes of our equity securities may adversely affect the market price of our Common Shares.
The issuance, sale or the
perception of a potential issuance or sale of significant volume of our equity securities may adversely affect the market price of our
shares or investors’ perception of us. We, the Selling Shareholder and our directors and officers who currently own our shares will
enter into lock-up agreements with the underwriters whereby we, the Selling Shareholder and our directors and officers who currently own
our shares undertake, subject to certain exceptions, not to transfer, lend, encumber, pledge or exchange, directly or indirectly, securities
issued by us, including Common Shares, for 180 days following pricing of this offering. After such restrictions have lapsed, we, the Selling
Shareholder and our directors and officers who currently own our shares will be able to make sales in the market. We cannot assure you
that the underwriters will not waive the restrictions under the lock-up agreements.
Investors may suffer immediate and substantial dilution
in the book value of their investments.
The price per share paid
by investors in the offering may be higher than the equity value per share, understood as the result of dividing (i) the consolidated
value of our assets, reduced by the consolidated value of our liabilities; by (ii) the total number of shares that compose our capital
stock (disregarding shares held in treasury). Accordingly, investors may pay in this offering an amount that is higher than the equity
value per share, resulting in an immediate dilution of the value of their investment in the shares. In addition, if we are liquidated
at book value, investors may not receive the full amount of their investment.
We may raise capital in additional equity offerings,
or issue securities convertible into our equity securities, or engage in corporate transactions, which may result in a dilution of investors'
ownership interest in our capital stock.
We may raise capital in the
future through issuance of equity securities or securities backed by, convertible, exchangeable or otherwise carrying a right to subscribe
for or receive shares issued by us (including Common Shares). Additional equity offerings may be made excluding the preemptive rights
of our shareholders, subject to legal and regulatory requirements, and may result in dilution of our shareholders' interest in our capital
stock. We may also engage in corporate transactions, including mergers and consolidations, which result in the issuance of additional
shares (including Common Shares) in favor of other persons, including partners or shareholders of companies with which we do business.
The occurrence of any of these events may result in the dilution of the interest held by our shareholders.
We cannot assure you that
additional capital will be available or that funding conditions will be economically satisfactory. The lack of access to additional capital
on satisfactory terms and the increase in interest rates may adversely affect our growth, which could adversely affect the performance
of our business, financial condition and results of operations and, consequently, the market price of our securities.
We will bear the expenses related to the offering, as
well as bear jointly with the Selling Shareholder the commissions of the offering, which will impact the net amounts to be received within
the offering and may adversely affect our results in the period following the completion of the offering.
We will, together with the
Selling Shareholder, bear the commissions to be paid to the underwriters, and have the obligation to pay certain other expenses related
to the offering, including those of the secondary offering. The disbursement of these amounts by us will impact the net amounts to be
received under the primary offering and, consequently, the amounts credited to our shareholders' equity and may adversely impact our results
in the reporting period following the completion of the offering.
Total return swap and hedge operations may influence
the demand and price of the Common Shares in the offering.
The underwriters and their
affiliates may enter into hedging transactions in transactions with third parties (provided that such third parties are not related persons)
involving our shares (including total return swap transactions) and other similar transactions. Such transactions may constitute
a significant portion of the offering and may influence the demand and, consequently, the price of the shares of the offering.
Our shareholders may not receive dividends or interest
on capital.
Under our bylaws, we are
required to pay annually to our shareholders a mandatory dividend, in the form of dividends or interest on equity, corresponding to 25%
of the net income for each fiscal year, adjusted in accordance with article 202 of the Brazilian Corporation Law. The holders of Class
A Preferred Shares have the right to a minimum priority dividend corresponding to 10% per year, calculated based on the equity for this
type and class of shares, paid up to the year ended December 31, while holders of Class B Preferred Shares have priority in receiving
the mandatory dividend, so that mandatory dividends will only be declared to holders of Common Shares to the extent that there are sufficient
funds to declare the priority dividends for preferred shares, and noting that the dividend per share for these shares must be 10% of the
dividend per share for each class of preferred share.
In addition, our net income
may be capitalized, used to absorb losses, allocated to revenue reserves in excess of the mandatory minimum dividend, or retained as unrealized,
in accordance with the Brazilian Corporation Law, rather than distributed to our shareholders as dividends or interest on shareholders’
equity. Even in the event of a positive net result, if our Board of Directors informs the shareholders’ meeting that the payment
of dividends is incompatible with our economic situation, there may be no payment of dividends or interest on shareholders’ equity.
In addition, the income tax
exemption on dividend distributions and the current taxation currently levied on payments of interest on shareholders’ equity under
current legislation may be revised and both the dividends received and distributed by us may be taxed and/or, in the case of interest
on shareholders’ equity, be taxed more heavily in the future, impacting the net amount to be received by shareholders as profit
distribution.
A U.S. holder of our Common Shares may be unable to
exercise preemptive rights and tag-along rights relating to our Common Shares.
U.S. holders of our Common
Shares may not be able to exercise the preemptive rights and tag-along rights relating to our Common Shares unless a registration statement
under the Securities Act is effective with respect to those rights or an exemption from the registration requirements of the Securities
Act is available. We have not and are not obligated to file such a registration statement registering such rights, and we cannot assure
you that we will file any such registration statement. Unless we file a registration statement or an exemption from registration is available,
a U.S. holder may receive only the net proceeds from the sale of his or her preemptive rights and tag-along rights or, if these rights
cannot be sold, they will lapse and the holder will receive no value for them.
The protections afforded to minority shareholders in
Brazil are different from those in the United States and may be more difficult to enforce.
Under Brazilian law, the
protections afforded to minority shareholders are different from those in the United States. In particular, the legal framework and case
law pertaining to disputes between shareholders and us, our directors and officers or our shareholders is less developed in Brazil than
it is in the United States and there are different procedural requirements for bringing shareholder lawsuits, such as shareholder derivative
suits, which differ from those you may be familiar with under U.S. or other laws. There is also a substantially less-active plaintiffs’
bar for the enforcement of shareholders’ rights in Brazil than there is in the United States. As a result, in practice it may be
more difficult for our minority shareholders to enforce their rights against us or our directors or officers or shareholders than it would
for shareholders of a U.S. company.
USE
OF PROCEEDS
We estimate that the net
proceeds to us from the sale of our shares of Common Shares in the global offering (excluding the shares from the secondary offering,
for which we will not receive any proceeds, and the over-allotment option) will be R$1,867.2 million, after deducting underwriting discounts
and commissions and estimated offering expenses payable by us.
We intend to use the entirety
of the proceeds received from the global offering (excluding the shares from the secondary offering, for which we will not receive any
proceeds, and the over-allotment option) to pay for the concession premiums (bônus de outorga) due in connection with the
renewal of our concessions of the Governador Bento Munhoz da Rocha Netto (Foz do Areia), Governador Ney Braga (Segredo) and Governador
José Richa (Salto Caxias) hydroelectric powerplants. The aggregate value of the concession premiums (bônus de outorga)
for these hydroelectric powerplants is R$3.7 billion. The concession contracts relating to these hydroelectric powerplants is publicly
available in Portuguese and will be made available upon request to the Company.
We will not receive any proceeds
from the sale of any Common Shares by the Selling Shareholder. Therefore, the proceeds from the secondary offering will be fully allocated
to the Selling Shareholder.
For additional information
about the impact of the amount of proceeds raised in the primary offering on our capital position, see “Capitalization” on
page S-31 of this prospectus supplement.
CAPITALIZATION
The following table sets
forth our consolidated debt, equity and capitalization as of March 31, 2023 on an actual basis and as adjusted to give effect to (1) the
issuance of R$1.6 billion debentures by Copel Distribuição on June 15, 2023 and the issuance of R$295.0 million debentures
by Compagas on July 7, 2023; (2) the issuance of our new common shares excluding the over-allotment option and (3) the issuance of new
Common Shares including the over-allotment option. The information below, which is derived from our unaudited consolidated interim financial
statements as of March 31, 2023, which have been prepared in accordance with IFRS as issued by the IASB.
| |
As of March 31,
2023 |
As adjusted to
reflect R$1.6 billion and R$295.0 million debenture offerings (3) |
As further adjusted
for this offering without the over-allotment option(4) |
As further adjusted for this offering and the over-allotment
option (5)
|
| |
(US$ million)(1) |
(R$ million) |
(US$ million)(1) |
(R$ million) |
(US$ million)(1) |
(R$ million) |
(US$ million)(1) |
(R$ million) |
| |
|
|
|
|
|
|
|
|
| Loans, financing (current) |
66.2 |
336.3 |
66.2 |
336.3 |
66.2 |
336.3 |
66.2 |
336.3 |
| Loans, financing (non-current) |
1,006.6 |
5,113.8 |
1,006.6 |
5,113.8 |
1,006.6 |
5,113.8 |
1,006.6 |
5,113.8 |
| Debentures (current) |
289.0 |
1,468.4 |
289.0 |
1,468.4 |
289.0 |
1,468.4 |
289.0 |
1,468.4 |
| Debentures (non-current) |
1,536.9 |
7,808.2 |
1,909.9 |
9,703.2 |
1,909.9 |
9,703.2 |
1,909.9 |
9,703.2 |
| Equity attributable to controlling shareholder |
4,220.9 |
21,443.8 |
4,220.9 |
21,443.8 |
4,588.4 |
23,311.0 |
4,618.4 |
23,463.5 |
| Total capitalization(2) |
7,119.6 |
36,170.5 |
7,492.6 |
38,065.5 |
7,860.1 |
39,932.7 |
7,890.2 |
40,085.2 |
| |
|
|
|
|
|
|
|
|
| (1) | Converted solely for the convenience of the reader at the selling rate reported by the Central Bank as
of March 31, 2023 for reais into U.S. dollars of R$ 5.0804 per US$1.00. |
| (2) | Corresponds to the sum of loans and financings (current and non-current), debentures (current and non-current)
and equity attributable to controlling shareholder. This definition may differ from that used by other companies. |
| (3) | As adjusted to reflect the issuance of R$1.6 billion debentures by Copel Distribuição on
June 15, 2023 and the issuance of R$295.0 million debentures by Compagas on July 7, 2023. |
| (4) | As further adjusted to reflect the expected net receipt of the Global Offering, in the amount of R$1,867.1
million reais (not considering the exercise of the over-allotment option), with the issuance of the new Common Shares, after deducting
the estimated underwriting discounts and commissions and estimated offering expenses payable by the Company within the scope of the Global
Offering. |
| (5) | As further adjusted to reflect the expected net receipt of the Global Offering, in the amount of R$2,019.7 million reais (considering
the exercise of the over-allotment option), with the issuance of the new Common Shares, after deducting the estimated underwriting discounts
and commissions and estimated offering expenses payable by the Company within the scope of the Global Offering. |
Except for the issuance of
R$1.6 billion debentures by Copel Distribuição on June 15, 2023 and the issuance of R$295.0 million debentures by Compagas
on July 7, 2023, there has been no material change to our capitalization since March 31, 2023. The secondary offering will not affect
our total capitalization as of March 31, 2023.
DILUTION
Investors who participate
in the global offering will have their investment immediately diluted, by the amount of the difference between the price per Common Share
they pay and the consolidated net book value per Common Share immediately after the global offering.
As of March 31, 2023, our
equity attributable to controlling shareholders was R$21,443.8 million and our share capital was divided into 313,951,200 shares and as
such, the net book value per Common Share, as of the same date, corresponded to R$7.84. This net book value per Common Share represents
the amount of our total consolidated assets less total consolidated liabilities, divided by the total number of shares as of March 31,
2023.
After giving effect to the
sale by us of 549,171,000 Common Shares in the global offering, and assuming no exercise of the over-allotment option in the Brazilian
offering, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our
net book value per common share would have been R$7.86. This represents an immediate decrease in book value of R$0.02 per Common Share
to existing shareholders and an immediate increase in net book value of R$0.39 per Common Share to new investors purchasing Common Shares
in this offering. Dilution for this purpose represents the difference between the price per Common Share paid by these purchasers and
the book value per Common Share immediately after the completion of the offering.
The table below shows the
dilution per share, based on our net book value on March 31, 2023, as adjusted for the sale of our Common Shares in our global offering:
| |
Per Common Share |
|
| |
(R$ million) |
|
| |
|
|
| Price per Common Share |
8.25 |
|
| Historical net book value per Common Share as of March 31, 2023 |
7.84 |
|
| Net book value per Common Share as of March 31, 2023, as adjusted to reflect the global offering (1) |
7.86 |
|
| Increase (decrease) in net book value to existing shareholders |
0.02 |
|
| Dilution per Common Share to new investors in this offering |
0.39 |
|
| Percentage dilution to new investors |
4.75% |
|
| |
|
|
| |
|
|
|
|
| |
|
|
|
|
|
|
| (1) | Assuming the expected net proceeds of the Global Offering, in the amount of R$1,867.1 million reais (not
considering the exercise of the over-allotment option), with the issuance of the new Common Shares in the Global Offering, after deducting
commissions, taxes and expenses that the Company anticipates having to pay within the scope of the Global Offering. |
The price per Common Share
to be paid by investors in the global offering has been determined based on the results of a book-building process, and not on our asset
value per Common Share.
Any sale of our Common Shares
by the selling shareholder in the secondary offering will change neither the number of our outstanding shares nor the value of our net
assets, as the proceeds from the sale of those shares will be paid to the selling shareholder.
PRINCIPAL
SHAREHOLDERS
The following tables set
forth information relating to the principal holders of our issued and outstanding share capital as of the date of this prospectus supplement
and as adjusted for the potential effects of the global offering, in each case considering the sale of all Common Shares offered hereby
and with or without considering the exercise of the over-allotment option.
| |
Before
the Global Offering |
|
Shareholders |
Common Shares |
% |
Class A Preferred
Shares |
% |
Class B Preferred
Shares |
% |
Total |
% |
| State of Paraná |
734,298,319 |
69.7% |
0 |
0% |
116,081,402 |
6.9% |
850,379,721 |
31.1% |
| BNDESPAR |
131,161,562 |
12.4% |
0 |
0% |
524,646,248 |
31.2% |
655,807,810 |
24.0% |
| Victor Adler |
4,110,800 |
0.4% |
415,000 |
13.3% |
5,332,800 |
0.3% |
9,858,600 |
0.4% |
| Others |
184,519,779 |
17.5% |
2,713,000 |
86.7% |
1,033,274,840 |
61.5% |
1,220,507,619 |
44.6% |
| Total |
1,054,090,460 |
100% |
3,128,000 |
100% |
1,679,335,290 |
100% |
2,736,553,750 |
100% |
| Free float |
319,775,041 |
30.3% |
3,128,000 |
100% |
1,563,152,188 |
93.1% |
1,886,055,229 |
68.9% |
| |
As adjusted for
the Global Offering, not considering the exercise of the over-allotment option |
|
Shareholders |
Common Shares |
% |
Class A Preferred
Shares |
% |
Class B Preferred
Shares |
% |
Total |
% |
| State
of Paraná |
415,013,319(1) |
32.3% |
0 |
0.0% |
116,081,402 |
6.9% |
531,094,721 |
17.9% |
| BNDESPAR |
131,161,562 |
10.2% |
0 |
0.0% |
524,646,248 |
31.2% |
655,807,810 |
22.1% |
| Victor Adler |
4,110,800 |
0.3% |
415,000 |
13.3% |
5,332,800 |
0.3% |
9,858,600 |
0.3% |
| Others |
733,690,779 |
57.1% |
2,713,000 |
86.7% |
1,033,274,840 |
61.5% |
1,769,678,619 |
59.7% |
| Total |
1,283,976,460 |
100%
|
3,128,000 |
100%
|
1,679,335,290 |
100%
|
2,966,439,750 |
100%
|
| Free float |
868,946,041 |
67.7% |
3,128,000 |
100% |
1,563,152,188 |
93.1% |
2,435,226,229 |
82.1% |
_________________________
(1) Including Golden Share.
For additional information about the rights of the Golden Share, see our Disclosure 6-K “Recent Developments-Amendments to our Bylaws.”
| |
As adjusted for
the offering, considering the exercise of the over-allotment option |
|
Shareholders |
Common Shares |
% |
Class A Preferred
Shares |
% |
Class B Preferred
Shares |
% |
Total |
% |
| State
of Paraná |
351,156,319(1) |
27.0% |
0 |
0.0% |
116,081,402 |
6.9% |
467,237,721 |
15.7% |
| BNDESPAR |
131,161,562 |
10.1% |
0 |
0.0% |
524,646,248 |
31.2% |
655,807,810 |
22.0% |
| Victor Adler |
4,110,800 |
0.3% |
415,000 |
13.3% |
5,332,800 |
0.3% |
9,858,600 |
0.3% |
| Others |
816,066,429 |
62.7% |
2,713,000 |
86.7% |
1,033,274,840 |
61.5% |
1,852,054,269 |
62.0% |
| Total |
1,302,495,110 |
100%
|
3,128,000 |
100%
|
1,679,335,290 |
100%
|
2,984,958,400 |
100%
|
| Free float |
951,321,691 |
73.0% |
3,128,000 |
100% |
1,563,152,188 |
93.1% |
2,517,601,879 |
84.3% |
_________________________
(1) Including Golden Share.
For additional information about the rights of the Golden Share, see our Disclosure 6-K “Recent Developments-Amendments to our Bylaws.”
We consider to be part of
our free float all of our issued shares, except for shares held by our directors and executive officers, or the State of Paraná,
considering that, as of the date of this prospectus supplement, we do not have treasury shares.
TRADING
MARKETS
Our equity securities are
listed or quoted on the following markets:
| São Paulo Stock Exchange (B3) |
Common Shares (CPLE3), Class A preferred share (CPLE5), Class B preferred Shares (CPLE6), units comprised of Common Shares and Class B preferred shares (CPLE11) |
| |
|
| New York Stock Exchange (NYSE) |
American depositary shares each representing one unit (ELP) |
| |
|
| Mercado de Valores Latinoamericanos en Euros (Latibex) |
Common Shares (XCOPO), Class B preferred shares (XCOP) and Units (XCOPU) |
Our Common Shares and Class
A preferred shares have been traded on B3 since 1994. Our Class B preferred shares have been listed on B3 since 1996. Our units (comprised
of Common Shares and Class B preferred shares) have been traded on B3 since 2021. The American depositary shares, each representing one
unit, have been traded on the New York Stock Exchange since 2021. The Bank of New York Mellon serves as depositary for the American depositary
shares representing units.
Our Class B preferred shares,
Common Shares, and units have been traded on the Latibex since 2002, 2021 and 2021, respectively. The Latibex is an electronic market
created in 1999 by the Madrid Stock Exchange in order to enable trading of Latin American equity securities in Euro.
INVESTMENT
IN OUR COMMON SHARES BY NON-RESIDENTS OF BRAZIL
Investors residing outside
Brazil, including institutional investors, are authorized to purchase equity instruments, including our Common Shares, on the B3 if they
comply with the registration requirements set forth in CMN Resolution No. 4,373, dated September 29, 2014 (as amended), and CVM Resolution
No. 13. Investing pursuant to CMN Resolution No. 4,373 may afford favorable tax treatment to foreign investors who are not residents
in a Low or Nil Tax Jurisdiction, as defined by Brazilian tax laws.
With certain limited exceptions,
under CMN Resolution No. 4,373, investors who are non-residents in Brazil are permitted to carry out any type of transaction in the
Brazilian financial and capital markets, provided that certain requirements are met. CMN Resolution No. 4,373 covers investors who
are individuals, companies, mutual funds and other collective investment entities domiciled or headquartered outside of Brazil. Under
CMN Resolution No. 4,373 and Brazilian Federal Revenue Office Regulatory Instruction No. 1,548/2015, or RI No. 1,548, an investor
under this category must:
| • | appoint at least one representative in Brazil, with powers to perform actions relating to its investment.
The representative should be a financial institution, or an institution authorized by the Central Bank, and is not necessarily the same
as that representative required by tax law; |
| • | except for non-resident individuals who are natural persons, appoint an authorized custodian in Brazil
for its investment, which must be an institution duly authorized by the CVM; |
| • | obtain a taxpayer identification (CNPJ or CPF) number from the Brazilian tax authorities; and |
| • | through its representative, register as a foreign investor with the CVM and its investment with the Central
Bank. |
The appointment of the representative
must explicitly include the following responsibilities and obligations: (a) maintain updated records as per Articles 3 and 4 of the CMN
Resolution No. 4,373; (b) provide requested information to the Central Bank and CVM, (c) keep individual control of transactions
and comply with contractual obligations; (d) immediately notify authorities of contract termination or any irregularities; (e) receive,
on behalf of the non-resident investor, any notifications related to legal or administrative procedures based on financial and capital
market laws, related to the representation contract.
A non-resident investor,
who is a natural person, is exempt from the registration with the CVM, in which case the representative should submit the required information
electronically to the CVM or a regulated market entity with an agreement with the CVM before beginning operations in Brazil.
In addition, an investor
operating under the provisions of CMN Resolution No. 4,373 must be registered with the Brazilian Federal Revenue Office tax authorities
pursuant to its RI No. 1,548, and Regulatory Instruction No. 1,863/2018. This registration process is undertaken by the investor’s
legal representative in Brazil.
Securities and other financial
assets held by foreign investors pursuant to CMN Resolution No. 4,373 must be registered or maintained in deposit accounts or under
the custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors are generally
restricted to transactions involving securities listed on the Brazilian stock exchanges or traded in organized over-the-counter markets
licensed by the CVM. Transfer of position between non-resident foreign investors is allowed, provided it results from: (a) merger, split,
acquisition, share incorporation, or succession by death; and (b) other corporate operations that don't change the ultimate asset holders
or the total financial assets and securities owned, directly or indirectly, by each investor involved in the operation.
See “Taxation—Brazilian
Tax Law Considerations” for a description of the tax consequences to an investor residing outside Brazil of investing in our Common
Shares.
THE
GLOBAL OFFERING
We and the Selling Shareholder
are offering an aggregate of 549,171,000 of our Common Shares (excluding the over-allotment option) in a global offering that includes
an international offering outside Brazil and an offering in Brazil.
Our Common Shares sold in
the global offering will be settled and delivered in Brazil and paid for in reais at
the real offering price per Common Share set forth
on the cover page of this prospectus supplement.
Any investor outside Brazil purchasing our Common Shares must be authorized to invest in Brazilian securities pursuant to the applicable
rules and regulations of CMN, the CVM, and the Central Bank of Brazil.
The international offering
contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law.
We are registering and will pay a registration fee for all Common Shares initially offered and sold in the United States, as well as for
Common Shares initially offered and sold outside the United States in the global offering that may be resold from time to time into the
United States.
We and the Selling Shareholder
are not offering Common Shares in the form of American Depositary Shares. Although American Depositary Shares representing our units (Unit
ADSs), which represent four of our class B preferred shares and one of our Common Shares, are listed on The New York Stock Exchange, our
Common Shares offered hereby are not fungible with, or directly convertible into, such Unit ADSs. A holder of Common Share may not convert
its Common Share into our Unit ADSs, unless such holder first combines such Common Share with four of our class B preferred shares, converts
these securities into a unit, and then converts such unit into a Unit ADS. See “Risk Factors— We are not offering American
Depositary Shares representing Common Shares, and our Common Shares are not fungible with, or directly convertible into, our Unit ADSs.”
The public offering prices
in the offering are set forth on the cover page of this prospectus supplement in reais.
SELLING
SHAREHOLDER
This prospectus supplement
also relates to the offer and sale by the Selling Shareholder of our Common Shares. When we refer to the “Selling Shareholder”
in this prospectus supplement, we mean the entity listed in the table below.
The following table sets
forth, as of the date of this prospectus supplement, the name of the Selling Shareholder and the aggregate amount of our Common Shares
that the Selling Shareholder is offering in the global offering. The percentage of our share capital owned by the Selling Shareholder
prior to the global offering is based on 1,054,090,460 Common Shares outstanding as of as of the date of this prospectus supplement. For
more information on the effect of this offering on the number of shares held by the Selling Shareholder, see “Principal Shareholders.”
| |
Before the
Global Offering |
After the
Global Offering |
| Name and Address of Beneficial Owner |
Number of Common Shares held by the State of Paraná |
Percentage of Outstanding Common Shares |
Number of Common Shares Sold (1) |
Number of Common Shares held by the State of Paraná(1) (2) |
Percentage of Outstanding Common Shares(1) |
| State of Paraná |
734,298,319 |
69.7% |
319,285,000 |
415,013,319 |
32.3% |
_________________________
(1) Not
considering the exercise of the over-allotment option.
(2) Including
Golden Share - for additional information about the rights of the Golden Share, see our Disclosure 6-K "Recent Developments-Amendments
to our Bylaws."
The State of Paraná
is a State of the Federative Republic of Brazil and its government office is located at Praça Nossa Senhora de Salette, s/n –
Centro Cívico, Curitiba, Brazil – CEP: 80530-909.
UNDERWRITING
The international offering
contemplated herein consists of a U.S. offering and a non-U.S. offering made outside the United States in compliance with applicable law.
We are registering and will pay a registration fee for all Common Shares initially offered and sold in the United States, as well as for
Common Shares initially offered and sold outside the United States in the global offering that may be resold from time to time into the
United States. Common Shares will be paid for in reais at the public offering price per Common Shares set forth on the cover page
of this prospectus supplement.
In connection with the global
offering, we are entering into: (1) the Brazilian underwriting agreement (Contrato de Coordenação, Garantia Firme de
Liquidação e Distribuição de Acoes Ordinarias da Companhia Paranaense de Energia – COPEL or the
“Brazilian Underwriting Agreement”), dated as of August 8, 2023, by and among us, the selling shareholder, Banco BTG Pactual
S.A., Banco Itaú BBA S.A., Bradesco BBI S.A., Banco Morgan Stanley S.A. and UBS Brasil Corretora de Câmbio, Títulos
e Valores Mobiliários S.A., as Brazilian underwriters; and (2) the international placement facilitation agreement dated August
8, 2023 (the “Placement Facilitation Agreement”), by and among us, the selling shareholder, and BTG Pactual US Capital, LLC,
Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Morgan Stanley & Co. LLC, and UBS Securities LLC, as international placement
agents.
BTG Pactual US Capital, LLC,
Itau BBA USA Securities, Inc., Banco Bradesco BBI S.A., Morgan Stanley & Co. LLC and UBS Securities LLC are acting as global coordinators
and joint bookrunners for the international offering. BTG Pactual US Capital, LLC, Itau BBA USA Securities, Inc., Banco Bradesco BBI S.A.,
Morgan Stanley & Co. LLC and UBS Securities LLC will act as joint bookrunners in the international offering.
In addition, under the terms
and subject to the conditions contained in the Placement Facilitation Agreement, the international placement agents are acting as placement
agents for the Brazilian Underwriters, and will facilitate the placement of our Common Shares to investors located outside Brazil that
will invest in our Common Shares through the investment mechanisms regulated by the CMN, CVM and the Central Bank of Brazil. See “—Brazilian
Requirements for the Purchase of Our Common Shares.” The Placement Facilitation Agreement does not give rise to any commitment by
the international placement agents to purchase any of the Common Shares. The international placement agents are not purchasing the Common
Shares offered here by and are acting strictly as placement agents for the benefit of the Brazilian Underwriters. Accordingly, the Brazilian
Underwriters will place our Common Shares with investors located in Brazil, and, through the international placement agents, with investors
located in the United States and other countries, who are authorized to invest in Brazilian securities under the requirements established
by the CMN, the CVM and the Central Bank of Brazil, as described below. Our Common Shares purchased by investors outside Brazil will be
settled and delivered in Brazil and paid for in reais, and the offering of such Common Shares is being underwritten by the Brazilian
underwriters named above, in accordance with the Brazilian Underwriting Agreement. None of the Brazilian underwriters is registered as
a broker- dealer under the Exchange Act and will not engage in any offers, sales or placement of securities within the United States or
to U.S. persons.
The Brazilian Underwriting
Agreement and the Placement Facilitation Agreement provide that the obligation of the Brazilian underwriters and the international placement
agents to place the Common Shares is subject to, among other conditions, the absence of any material adverse change in our business, the
delivery of certain legal opinions by our, the Selling Shareholder’s and their legal counsel in Brazil and in the United States
and certain procedures by our independent auditors. The Brazilian Underwriting Agreement provides that, if any of the placed Common Shares
are not settled by their relevant investors, except for the Common Shares subject to the over-allotment option (greenshoe option), the
Brazilian underwriters are obligated, severally and not jointly, to purchase them on a firm commitment basis on the settlement date in
proportion to their respective commitment as per the table above, subject to certain conditions and exceptions as described in the Brazilian
Underwriting Agreement. The offering of the Common Shares by the Brazilian underwriters and international placement agents is subject
to receipt and acceptance and subject to the Brazilian underwriters’ or international placement agents’ right to reject any
order in whole or in part.
We and the Selling Shareholder
have the right to sell, solely for the purpose of covering over-allotments (greenshoe), if any, pursuant to the Brazilian Underwriting
Agreement, subject of the agreement of Banco Itaú BBA S.A. upon notice to the other Brazilian underwriters, up to an additional
82,375,650 Common Shares, 18,518,650 of which will be sold by us and 63,857,000 of which will be sold by the Selling Shareholder, at any
time for a period of 30 days from the date of the Announcement of the Initiation of the Public Offering (Anúncio de Início
da Oferta Pública) at the offering price referenced on the cover page of this prospectus supplement, in aggregate representing
up to 15% of the Common Shares initially offered in the global offering
The Placement Facilitation
Agreement provides that we and the Selling Shareholder will indemnify Brazilian underwriters and the international placement agents, each
of their respective affiliates, directors, officers, employees, and each person (if any) who controls such international placement agent
against certain liabilities, including liabilities under the Securities Act, or contribute to payments that the international placement
agents may be required to make in that respect.
Allocation of Common Shares
pursuant to the international offering and the Brazilian offering were effected in accordance with a “book-building”
process and based on a number of factors, including the level and timing of demand, among other factors.
The international placement
agents and Brazilian underwriters and/or their affiliates may enter into derivative transactions with clients, at their request, in connection
with our Common Shares. The international placement agents and Brazilian underwriters and/or their affiliates may also purchase some of
our Common Shares to hedge their risk exposure in connection with such transactions. These transactions may have an effect on demand,
price or other terms of the offering.
Priority Offering in Brazil
The Brazilian offering was
subject to a priority offering in Brazil, pursuant to which our existing shareholders who held our Common Shares, Class A preferred shares
or Class B preferred shares (including in the form of units) at B3 as of July 25, 2023 (as verified through the records of the B3 Central
Depository and Banco Bradesco S.A., the custody agent of our shares, in each case after closing of the market) had the right to reserve
for purchase an aggregate number of shares equivalent to up to (i) the ratio of such shareholder’s proportional interest in the
total number of shares of our total capital stock outstanding as of August 4, 2023 (excluding treasury shares) multiplied by (ii) the
total number of shares subject to the priority offering. Thus, (i) without taking into consideration the over-allotment option, each Common
Shares, Class A preferred share or Class B preferred share issued by us and held by the custody agent on August 4, 2023, conferred the
right to subscribe for an interest equivalent to 0.084006 per share or (ii) taking into consideration the over-allotment option, each
Common Share issued by us and held by the custody agent on August 4, 2023 conferred the right to subscribe for an interest equivalent
to 0.090773 per share. If such proportional subscription limit resulted in a fractional share interest, the limit was equal the corresponding
largest integer number of shares, subject to the maximum investment amount indicated in the respective priority offering reservation request.
Holders of Unit ADSs and
the shareholders that hold our shares outside of B3 were not permitted to participate in the priority offering.
The subscription rights
in the priority offering have not been and will not be registered under the Securities Act or under any U.S. state securities laws. Accordingly,
the priority offering was made only as part of the Brazilian offering in reliance upon certain exemptions from, or in transactions not
subject to, the registration requirements of the Securities Act, and the priority offering was not available to investors in the United
States or to any U.S. person (as defined in Rule 902 of Regulation S under the Securities Act, as such regulation may be amended from
time to time (“Regulation S”)), and was not available or included as part of the international offering. For the avoidance
of doubt, all references to (i) the issuance, offer, placement or sale of the Common Shares in the context of the international offering
shall not include the priority offering, and (ii) the Common Shares in the context of the international offering shall not include the
Common Shares issued, offered or sold by the Company in connection with the priority offering (which shall only be made available as part
of the Brazilian offering). In addition, priority subscription was not available to a shareholder if the subscription would have violated
local laws of the shareholder’s jurisdiction.
This prospectus supplement
is not being provided in connection with the priority offering and this prospectus supplement does not constitute an offer to subscribe
for any securities in the priority offering. The exercise of rights in the priority offering occurred, and the settlement of the priority
offering will occur, only in Brazil.
Discounts, Fees, Commissions and Expenses
The international placement
agents and the Brazilian underwriters propose to offer the Common Shares initially at the public offering price on the cover page of this
prospectus supplement. After the offering, the offering price and other selling terms may be changed.
The underwriting discounts,
fees and commissions per Common Share sold and placed by the Brazilian underwriters (including Common Shares placed by the international
placement agents on behalf of the Brazilian underwriters) are 0.20% of the public offering price per Common Share on the cover page of
this prospectus supplement. The following table summarizes the underwriting discounts, fees and commissions the Selling Shareholder and
we will pay to the Brazilian underwriters in connection with the global offering (including in the Brazilian offering with respect to
Common Shares placed by the Brazilian underwriters and in the international offering with respect to the Common Shares placed by the international
placement agents, on behalf of the Brazilian underwriters), assuming all Common Shares offered are sold and assuming both no exercise
and full exercise of the Brazilian underwriters’ over-allotment option:
| |
No Exercise |
Full Exercise |
| Underwriting discounts, fees and commissions |
R$ 9,061,321.50 |
R$ 10,420,519.73 |
We and the Selling Shareholder
will pay for any discounts, fees, commissions, costs or expenses in connection with the global offering in proportion to the number of
Common Shares sold by each of us.
We, the Selling Shareholder,
the international placement agents and the Brazilian underwriters agreed that the international placement agents and the Brazilian
underwriters will pay for the expenses incurred in connection with the global offering (excluding underwriting discounts, SEC and CVM
registration fees, accountant fees and expenses, printing fees, and certain fees and expenses incurred directly by the issuer or the selling
shareholder). The main categories of expenses incurred in connection with the global offering are summarized in the following table:
| |
Amount (1)
|
| |
(U.S.$) |
(R$) |
| SEC registration fee |
116,922.02 |
575,384.96 |
| Accountant fees and expenses |
1,107,475.97 |
5,450,000.00 |
| Brazilian offering fees and expenses, including CVM fee |
734,199.40 |
3,613,068.67 |
| Printing and engraving expenses |
41,555.75 |
204,500.00 |
| Legal fees and expenses |
4,145,229.41 |
20,399,088.42 |
| Miscellaneous costs and “road show” expenses |
3,550.00 |
17,469.91 |
| Total |
6,148,932.55 |
30,259,512.00 |
| (1) | Amounts in reais have been translated into U.S. dollars at the selling rate reported by the Central Bank of Brazil as of August
8, 2023, or R$4.9211 to U.S.$1.00. |
All amounts in the above
table, except for the SEC registration fee are estimated and accordingly are subject to change.
Brazilian Requirements for the Purchase of Our Common Shares
Foreign investors must register
their investment in our Common Shares under CMN Resolution No. 4,373, and CVM Resolution No. 13.
Under CMN Resolution No.
4,373, foreign investors may invest in almost all financial assets and engage in almost all transactions available in the Brazilian financial
and capital markets, provided that certain requirements are met. In accordance with CMN Resolution No. 4,373, the definition of foreign
investor includes individuals, companies, mutual funds and other collective investment entities domiciled or headquartered abroad. Under
CMN Resolution No. 4,373, a foreign investor must: (1) appoint at least one representative in Brazil, with powers to perform actions relating
to its investment - the representative should be a financial institution, or an institution authorized by the Central Bank, and is not
necessarily the same as that representative required by tax law; (2) except for non-resident individuals who are natural persons, appoint
an authorized custodian in Brazil for its investment, which must be an institution duly authorized by the CVM; (3) through its representative,
register as a foreign investor with the CVM (except for non-resident individuals who are natural persons) and its investment with the
Central Bank; and (4) obtain a taxpayer identification number (CNPJ or CPF) from the Brazilian tax authorities.
In addition, an investor
operating under the provisions of CMN Resolution No. 4,373 must be registered with the Brazilian Federal Revenue Office pursuant to its
Regulatory Instruction No. 1,548/2015 and Regulatory Instruction No. 1,863/2018, as amended. This registration process is undertaken by
the investor’s legal representative in Brazil.
Securities and other financial
assets held by foreign investors pursuant to CMN Resolution No. 4,373 must be registered or maintained in deposit accounts or under the
custody of an entity duly licensed by the Central Bank or the CVM. In addition, securities trading by foreign investors is generally restricted
to transactions involving securities listed on the Brazilian stock exchanges or traded in organized over-the-counter markets licensed
by the CVM. Transfer of position between non-resident foreign investors is allowed, provided it results from: (a) merger, split, acquisition,
share incorporation, or succession by death; and (b) other corporate operations that don't change the ultimate asset holders or the total
financial assets and securities owned, directly or indirectly, by each investor involved in the operation.
Other than with respect to
the registration of this offering with the SEC and the CVM, no action has been or will be taken in any country or jurisdiction by us,
the Brazilian underwriters or the international placement agents that would permit a public offering of the Common Shares, or possession
or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required.
Persons who gain access to this prospectus are required by us, the Brazilian underwriters, and the international placement agents to comply
with all applicable laws and regulations in each country or jurisdiction in or from which they purchase, offer, sell, or deliver Common
Shares or have in their possession or distribute such offering material, in all cases at their own expense.
See “Taxation—Brazilian
Tax Law Considerations” for a description of the tax consequences to an investor residing outside Brazil of investing in our Common
Shares.
Lock-up Agreements
US and Brazilian Offering Lock-up Agreements
We, the Selling Shareholder
and our directors and officers who currently own our shares have agreed that for 180 days after the date of this prospectus supplement,
they will not, without first obtaining the written consent of BTG Pactual US Capital, LLC:
| · | offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise
transfer or dispose of, directly or indirectly, or file with or confidentially submit to the Commission a registration statement under
the Securities Act relating to, any of the Company’s Common Shares, preferred shares, units or any American depositary shares representing
any of the foregoing securities (collectively, the “Securities”) or any options or warrants to purchase the Securities or
any securities that are convertible into or exchangeable for, or that represent the right to receive, Securities or any such substantially
similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing Securities; |
| · | enter into any swap, hedge or other arrangement or transaction that transfers, in whole or in part, any of the economic consequences
of ownership of any Securities, whether any such aforementioned transaction is to be settled by delivery of the Securities or such other
securities, in cash or otherwise; |
| · | publicly disclose the intention to make any such offer, sale, pledge or disposition, or to enter into any such transaction, swap,
hedge or other arrangement; |
| · | make any demand for or exercise any right with respect
to, the registration of any such securities or
any security convertible into or exercisable or
exchangeable for such securities; |
| · | engage in any hedging or other transactions or arrangements designed or intended, or which could reasonably be expected to lead to
or result in, a sale or disposition or transfer of any economic consequences of ownership, in whole or in part, directly or indirectly,
of any Securities, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of
Securities, in cash or otherwise; or |
| · | make any demand for or exercise any right with respect to, the registration of any Securities or any security convertible into or
exercisable or exchangeable for the Securities. |
Selling Restrictions
Other than with respect to
the public offering of our Common Shares registered with the CVM in Brazil and the public offering of the Common Shares registered with
the SEC in the United States, no action has been or will be taken in any country or jurisdiction by us, the Selling
Shareholder, the international placement agents,
or Brazilian underwriters that
would permit a public offering of our
Common Shares, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where
action for that purpose is required. Accordingly, our Common Shares may not be offered or sold, directly or indirectly, and neither this
prospectus supplement nor any other offering material or
advertisements in connection with our Common
Shares may be distributed, published, in or from any country or jurisdiction, except
in compliance with any applicable rules and regulations of any such country or jurisdiction. This
prospectus supplement does not constitute an
offer to sell or a solicitation
of an offer to purchase in any
jurisdiction where such offer or solicitation
would be unlawful. Persons into whose possession this prospectus supplement comes are
advised to inform themselves about and to
observe any restrictions relating to the offering of our Common Shares, the distribution of this prospectus supplement and
resale of our Common Shares.
European Economic Area
In relation to each Member
State of the European Economic Area (each a “Relevant State”), no Common Shares have been offered or will be offered pursuant
to the global offering to the public in that Relevant State prior to the publication of a prospectus in relation to the Common Shares
which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and
notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that the Common Shares
may be offered to the public in that Relevant State at any time:
(a) to any legal entity which
is a qualified investor as defined under Article 2 of the Prospectus Regulation;
(b) to fewer than 150 natural
or legal persons (other than qualified investors as defined under Article 2 of the Prospectus Regulation), subject to obtaining the prior
consent of each international placement agent for any such offer; or
(c) in any other circumstances
falling within Article 1(4) of the Prospectus Regulation,
provided that no such offer
of the Common Shares shall require the Company or any international placement agent to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation and each person who initially acquires
any Common Shares or to whom any offer is made will be deemed to have represented, warranted
and agreed to and with each of the international placement agents and the Company that it is a qualified investor within the meaning of
Article 2€ of the Prospectus Regulation.
For the purposes of this
provision, the expression an “offer to the public” in relation to the Common Shares in any Relevant State means the communication
in any form and by any means of sufficient information on the terms of the offer and any Common Shares to be offered so as to enable an
investor to decide to purchase or subscribe for any Common Shares , and the expression “Prospectus Regulation” means Regulation
(EU) 2017/1129.
Each person in a Member State
who receives any communication in respect of, or who acquires any of our Common Shares under, the offers to the public contemplated in
this prospectus supplement, or to whom our Common Shares are otherwise made available, will be deemed to have represented, warranted,
acknowledged and agreed to and with each international placement agent, us and the Selling Shareholder that it and any person on whose
behalf it acquires our Common Shares is: (i) a qualified investor within the meaning of Article 2(e) of the Prospectus Regulation;
and (ii) in the case of any of our Common Shares acquired by it as a financial intermediary,
as that term is used in Article 5(1) of the Prospectus
Regulation, (x) our Common Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a
view to their offer or resale to, persons in any Member State other than qualified investors, as that term is defined in the Prospectus
Regulation, or in circumstances in which the prior consent of the international placement agents has been given to the offer or resale;
or (y) where our Common Shares have been acquired by it on behalf of persons in any Member State other than qualified investors, the offer
of those Common Shares falls within one of the exemptions listed in points (b) to (d) of Article 1(4) of the Prospectus Regulation.
In this section, the expression
an “offer” in relation to any of our Common Shares in any Member State means the communication in any form and by any means
of sufficient information on the terms of the offer and our Common Shares to be offered so as to enable an investor to decide to purchase
or subscribe for our Common Shares , and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129 (as amended or superseded).
United Kingdom
No Common Shares have been
offered or will be offered pursuant to the global offering to the public in the United Kingdom prior to the publication of a prospectus
in relation to the Common Shares which has been approved by the Financial Conduct Authority, except that the Common Shares may be offered
to the public in the United Kingdom at any time:
| · | to any legal entity which is a qualified investor as defined under Article 2 of the UK Prospectus Regulation; |
| · | to fewer than 150 natural or legal persons (other than qualified investors as defined under Article 2
of the UK Prospectus Regulation), subject to obtaining the prior consent of any international placement agent for any such offer; or |
| · | in any other circumstances falling within Section 86 of the FSMA. |
provided that no such offer
of the Common Shares shall require the Issuer or any international placement agent to publish a prospectus pursuant to Section 85 of the
FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression
an “offer to the public” in relation to the Common Shares in the United Kingdom means the communication in any form and by
any means of sufficient information on the terms of the offer and any Common Shares to be offered so as to enable an investor to decide
to purchase or subscribe for any Common Shares and the expression “UK Prospectus Regulation” means Regulation (EU) 2017/1129
as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and each person who initially acquires any Common
Shares or to whom any offer is made will be deemed to have represented, warranted and agreed to and with each of the international placement
agents and the Company that it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation.
Each person in the UK who
receives any communication in respect of, or who acquires any of our Common Shares under, the offers to the public contemplated in this
prospectus supplement, or to whom our Common Shares are otherwise made available, will be deemed to have represented, warranted, acknowledged
and agreed to and with each international placement agent, Copel and the Selling Shareholder that it and any person on whose behalf it
acquires our Common Shares is: (i) a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation; and (ii)
in the case of any of our Common Shares by it as a financial intermediary, as that term is used in Article 5(1) of the UK Prospectus Regulation,
(i) our Common Shares acquired by it in the offer have not been acquired on behalf of, nor have they been acquired with a view to their
offer or resale to, persons in the UK other than qualified investors, as that term is defined in the UK Prospectus Regulation, or in circumstances
in which the prior consent of the international placement agents has been given to the offer or resale; or (ii) where our Common
Shares have been acquired by it on behalf of persons in the UK other than qualified investors, the offer of those Common Shares fall within
one of the exemptions listed in points (b) and (d) to Article 1(4) of the UK Prospectus Regulation.
In this section, the expression
an “offer” of Common Shares to the public in relation to any Common Shares means the communication in any form and by any
means of sufficient information on the terms of the offer and the Common Shares to be offered so as to enable an investor to decide to
purchase or subscribe for the Common Shares.
This prospectus supplement
is only for distribution to and directed at: (i) in the United Kingdom, persons having professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended)
(the “Order”) and high net worth entities falling within Article 49(2)(a) to (d) of the Order; (ii) are persons falling within
Article 49(2)(a) to (d)(‘‘high net worth companies, unincorporated associations etc.’’) of the Financial Promotion
Order, (iii) persons who are outside the United Kingdom; and (iv) persons to whom an invitation or inducement to engage in investment
activity (within the meaning of Section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully
be communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). The Common
Shares will only be available to, and any invitation, offer or agreement to subscribe for, purchase or otherwise acquire such Common Shares
will be engaged I only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this prospectus supplement
or any of its contents.
Each international placement
agent has represented, warranted and agreed, and each further international placement agent appointed under this offering will be required
to represent, warrant and agree that:
| · | it has only communicated or caused to be communicated and will only communicate or cause to be communicated
an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection
with the issue or sale of any Common Shares in circumstances in which Section 21(1) of the FSMA does not apply to Copel or the Selling
Shareholder; and |
| · | it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to any Common Shares in, from or otherwise involving the United Kingdom. |
France
No prospectus (including
any amendment, supplement or replacement thereto) has been
prepared in connection with the offering of our Common
Shares that has been approved by the Autorité
des marchés financiers or by the competent
authority of another State that is a contracting party to the Agreement on the European Economic
Area and notified to the Autorité des marchés financiers; none of our Common
Shares have been offered or sold nor will be offered or sold, directly or indirectly, to the
public in France; the prospectus supplement or any other offering material relating
to our Common Shares have not been distributed or caused to be distributed and will not
be distributed or caused to be distributed to the public in France; such offers,
sales and distributions have been and shall only
be made in France
to: (a) persons providing investment services relating to
portfolio management for the account of
third parties (personnes
fournissant le service d’investissement de gestion de portefeuille pour compte
de tiers), and/or (b) qualified
investors (investisseurs qualifiés)
acting for their own account, and/or (c) a limited circle of investors (cercle restreint) acting
for their own account, as defined
in, and in accordance with, Articles L. 411-1, L.
411-2, D. 411-1
and D. 411-4 of the French Code monétaire et financier.
Germany
Neither
our Common Shares will
be offered, sold or publicly
promoted or advertised in the Federal
Republic of Germany other than in compliance with the German Securities Prospectus
Act (Gesetz über die Erstellung, Billigung
und Veröffentlichung des Prospekts,
der beim öffentlicken Angebot von Wertpapieren oder bei der Zulassung von Wertpapieren zum Handel an einem organisierten Markt zu
veröffenlichen ist—Wertpapierprospektgesetz) as of June 22, 2005, effective as of July 1, 2005 as amended, or any other
laws and regulations applicable in the Federal Republic of Germany governing the issue, offering
and sale of securities. No selling prospectus (Verkaufsprospekt) within the meaning of the German Securities Prospectus Act has
been or will be registered within the German Federal Financial Services Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht-BaFin) of the Federal Republic of Germany or otherwise published in Germany.
Italy
This prospectus supplement
has not been submitted to the Commissione Nazionale per le Società e la Borsa, the Italian Securities Exchange Commission (“CONSOB”),
for clearance and will not be subject to formal review or clearance by CONSOB. Our Common Shares offered by this prospectus supplement
may neither be offered or sold, nor may this prospectus supplement or any other offering materials be distributed in the Republic of Italy
unless such offer, sale or distribution is:
| · | pursuant
to the
Legislative Decree of
February 24,
1998, No.
58, as amended
(the “Consolidated
Financial Act”), made
only to “qualified
investors” (investitori qualificati), as
defined pursuant to Article 34-ter,
first paragraph, letter b), of CONSOB regulation No. 11971
of May 14, 1999, as amended, concerning
issuers (the “Issuers’ Regulation”)
and by Article 35, paragraph
1, letter d) of CONSOB
regulation No. 20307 of 15 February,
2018 (“CONSOB Regulation No. 20307”);
or |
| · | in other circumstances which are exempt from the rules on public offers
pursuant to Article 100 of the Consolidated Financial Act and its implementing CONSOB regulations, including Issuers’ Regulation. |
Any such offer, sale or delivery
of our Common Shares or distribution of copies of this prospectus supplement or any other document relating to the offering of our Common
Shares in the Republic of Italy must be in compliance with the selling restrictions under (a) and (b) above and must be: (i) made by soggetti
abilitati (including investment firms, banks or financial intermediaries, as defined by Article 1, first paragraph, letter r), of the
Consolidated Financial Act), to the extent duly authorized to engage in the placement and/or underwriting and/or purchase of financial
instruments in the Republic of Italy in accordance with the relevant provisions of the Consolidated Financial Act, the CONSOB Regulation
No. 20307, as amended, Legislative Decree No. 385 of September 1, 1993, as amended, and any other applicable laws and regulations;
and (ii) in compliance with any other applicable requirements or limitations which may be imposed by CONSOB, the Bank of Italy or any
other Italian regulatory authority.
Any investor purchasing our
Common Shares is solely responsible for ensuring that any offer or resale of our Common Shares it purchased occurs in compliance with
applicable laws and regulations.
In accordance with Article
100 bis of the Consolidated Financial Act, the subsequent resale on the secondary market in the Republic of Italy of
our Common Shares (which were
part of an offer made pursuant
to an exemption from
the obligation to publish
a prospectus) constitutes a distinct and
autonomous offer that must be made in compliance
with the public offer and prospectus requirement
rules provided under the Consolidated Financial Act and Issuers’ Regulation unless an
exemption applies. Failure to comply with such rules may result in the subsequent resale of such Common Shares being declared null and
void and the intermediary transferring our Common Shares may be liable for any damage suffered by the investors.
The Netherlands
Our Common Shares may not
be offered, sold, transferred or delivered, in or from the Netherlands, as part of the initial distribution
or as part of
any reoffering, and
neither this prospectus
supplement nor any other document in
respect of the
offering may be
distributed in or from the Netherlands, other than to individuals or legal entities in The Netherlands other than to qualified
investors as defined in The Netherlands Financial Supervision Act (Wet op het financieel toezicht).
Norway
This offer
of our Common Shares and the related materials do not constitute a prospectus
under Norwegian law and have not been filed with or approved by the Norwegian Financial
Supervisory Authority, the Oslo Stock Exchange or the Norwegian Registry of Business Enterprises, as the offer of our Common Shares and
the related materials have not been prepared in the context of a public offering of securities
in Norway within the meaning of the Norwegian Securities
Trading Act or any Regulations issued pursuant thereto.
The offer of our
Common Shares will only be directed to
qualified investors as
defined in the
Norwegian Securities Regulation section
7-1 or in accordance with other relevant exceptions from
the prospectus requirements. Accordingly, the offer
of our Common Shares and the related materials may not be made available to the public
in Norway nor may the offer of our Common Shares otherwise be marketed and offered to the public in Norway.
Spain
Neither
our Common Shares nor
this prospectus supplement have been approved
or registered with
the Spanish National Securities Exchange Commission (Comision Nacional del Mercado
de Valores). Accordingly, neither our Common Shares may be publicly offered, sold or delivered, nor any public offer in respect of our
Common Shares made, nor may any prospectus or any
other offering or publicity
material relating to our Common
Shares be distributed in
Spain by the
international placement agents or any person acting on their behalf, except in compliance with Spanish laws and regulations.
Sweden
This
document has not been prepared in accordance
with the prospectus requirements provided
for in the Swedish
Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument)
(the “Trading Act”). Neither the Swedish Financial Supervisory Authority nor any other
Swedish public body has examined, approved or
registered this document. Accordingly, this prospectus supplement may
not be made available, nor may our Common Shares be marketed and offered for sale in
Sweden, except in circumstances that will not result in a requirement to prepare a prospectus pursuant to the provisions of the Trading
Act.
Switzerland
We have not and will not register with the Swiss
Financial Market Supervisory Authority, or the “FINMA,” as a foreign collective investment scheme pursuant to Article 119
of the Federal Act on Collective Investment Scheme of 23 June 2006, as amended (CISA) and accordingly the Common Shares being offered
pursuant to this prospectus have not and will not be approved, and may not be licensable, with FINMA. Therefore, the Common Shares have
not been authorized for distribution by FINMA as a foreign collective investment scheme pursuant to Article 119 CISA and the Common Shares
offered hereby may not be offered to the public (as this term is defined in Article 3 CISA) in or from Switzerland. The Common Shares
may solely be offered to “qualified investors,” as this term is defined in Article 10 CISA, and in the circumstances set out
in Article 3 of the Ordinance on Collective Investment Scheme of 22 November 2006, as amended, or the “CISO,” such that there
is no public offer. Investors, however, do not benefit from protection under CISA or CISO or supervision by FINMA. This prospectus supplement
and any other materials relating to the Common Shares are strictly personal and confidential to each offeree and do not constitute an
offer to any other person. This prospectus supplement may only be used by those qualified investors to whom it has been handed out in
connection with the offer described herein and may neither directly or indirectly be distributed or made available to any person or entity
other than its recipients. It may not be used in connection with any other offer and will in particular not be copied or distributed to
the public in Switzerland or from Switzerland. This prospectus supplement does not constitute an issue prospectus as that term is understood
pursuant to Article 652a or 1156 of the Swiss Federal Code of Obligations. We have not applied for a listing of the Common Shares on the
SIX Swiss Exchange or any other regulated securities market in Switzerland, and consequently, the information presented in this prospectus
does not necessarily comply with the information standards set out in the listing rules of the SIX Swiss Exchange and corresponding prospectus
schemes annexed to the listing rules of the SIX Swiss Exchange.
Neither this prospectus supplement nor any other
offering or marketing material relating to the offering, the Company, the Common Shares have been or will be filed with or approved by
any Swiss regulatory authority. In particular, this prospectus supplement will not be filed with, and the offer of Common Shares will
not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of Common Shares has not been and
will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded
to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of Common Shares.
Canada
Our Common
Shares may be sold only to purchasers
purchasing, or deemed to be purchasing, as
principal that are
accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions
or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National Instrument 31-103
Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the
Common Shares must be
made in accordance
with an exemption
from, or in a transaction not
subject to, the
prospectus requirements of applicable securities laws.
Securities legislation in
certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus supplement
(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by
the purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser
should refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars
of these rights or consult with a legal advisor.
Pursuant
to section 3A.3 (or, in the case of securities issued
or guaranteed by the government of a non-Canadian
jurisdiction, section 3A.4) of National Instrument 33-105 Underwriting Conflicts (NI 33-105),
the international placement agents are not required to comply with the disclosure requirements
of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.
Australia
This document does not constitute
a prospectus or other disclosure document under the Corporations Act 2001 (Cth) (“Australian Corporations Act”) and does not
purport to include the information required of a disclosure document under the Australian Corporations Act. This document has not been,
and will not be, lodged with the Australian Securities and Investments Commission (whether as a disclosure document under the Australian
Corporations Act or otherwise). Any offer in Australia of our Common Shares under this document or otherwise may only be made to persons
who are “sophisticated investors” (within the meaning of section 708(8) of the Australian Corporations Act), to “professional
investors” (within the meaning of section 708(11) of the Australian Corporations Act) or otherwise pursuant to one or more exemptions
under section 708 of the Australian Corporations Act so that it is lawful to offer our Common Shares in Australia without disclosure to
investors under Part 6D.2 of the Australian Corporations Act.
The Common Shares may not
be directly or indirectly offered for subscription or purchased or sold, and no invitations to subscribe for or buy the Common Shares may
be issued, and no draft or definitive offering memorandum, advertisement or other offering material relating to any Common Shares may
be distributed in Australia, except where disclosure to investors is not required under Chapter 6D of the Corporations Act or is otherwise
in compliance with all applicable Australian laws and regulations. By submitting an application for the Common Shares, you represent and
warrant to us that you are an Exempt Investor.
As any offer of Common Shares
under this prospectus supplement will be made without disclosure in Australia under Chapter 6D.2 of the Corporations Act, the offer of
those securities for resale in Australia within 12 months may, under section 707 of the Corporations Act, require disclosure to investors
under Chapter 6D.2 if none of the exemptions in section 708 applies to that resale. By applying for the Common Shares you undertake to
us that you will not, for a period of 12 months from the date of issue and sale of the Common Shares, offer, transfer, assign or otherwise
alienate those Common Shares to investors in Australia except in circumstances where disclosure to investors is not required under Chapter
6D.2 of the Corporations Act or where a compliant disclosure document is prepared and lodged with ASIC.
Hong Kong
This prospectus supplement
has not been and will not be approved by or registered with the Securities and Futures Commission of Hong Kong or the Registrar of Companies
of Hong Kong. No person may offer or sell in Hong Kong, by means of any document, any of our Common Shares other than (i) to “professional
investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (ii)
in other circumstances which do not result in the document being a “prospectus” as defined in the Companies (Winding Up and
Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong). No person may issue or have in its possession for the purposes of issue,
in each case whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to our Common Shares which is directed
at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the laws
of Hong Kong) other than with respect to our Common Shares which are or are intended to be disposed of only to persons outside Hong Kong
or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any
rules made thereunder.
China
This prospectus supplement
has not been and will not be circulated or distributed in the People’s Republic of China, and our Common
Shares may not be offered
or sold, and
will not be offered
or sold, to any
person for re-offering or resale,
directly or indirectly, to any resident of the People’s Republic of China except
pursuant to applicable laws and regulations of the People’s Republic of China. For the purpose of this paragraph, People’s
Republic of China does not include Taiwan and the special administrative regions of Hong Kong and Macau.
Japan
Our Common Shares have
not been and will not be registered
under the Financial Instruments and Exchange Act of
Japan (Act No. 25 of 1948, as amended; the FIEA) and each international placement agent has represented and agreed that it
will not offer or sell any of our Common Shares, directly or indirectly,
in Japan or to, or for the benefit of, any
resident of Japan (which term as used
herein means any person resident in Japan,
including any corporation or entity organized under
the laws of Japan), or to others
for reoffering or resale,
directly or indirectly, in
Japan or to, or for
the benefit of,
a resident of Japan
except pursuant to an exemption
from the registration requirements of, and
otherwise in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines of Japan.
Singapore
This prospectus supplement
has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus supplement and any other
document or material in connection with the offer or sale, or invitation for subscription or purchase, of our Common Shares may not be
circulated or distributed, nor may our Common Shares be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities
and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person
pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA, or (iii) otherwise pursuant to,
and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions
set forth in the SFA.
Where our Common Shares are
subscribed or purchased under Section 275 of the SFA by a relevant person which is: a corporation (which is not an accredited investor
(as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned
by one or more individuals, each of whom is an accredited investor; or a trust (where the trustee is not an accredited investor)
whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, securities
or securities-based derivatives (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest
(howsoever described) in that trust
shall not be transferred within six months after
that corporation or that trust has acquired the securities pursuant to an offer made under Section 275 of the SFA except: to an institutional
investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A)
or Section 276(4)(i)(B) of the SFA; where no consideration is or will be given for the transfer; where the transfer is by operation
of law; as specified in Section 276(7) of the SFA; or as specified in Regulation 32 of the Securities and Futures (Offers of
Investments) (Shares and Debentures) Regulations 2005 of Singapore.
South Korea
Our Common Shares have
not been and will not be registered
with the Financial Services Commission of Korea
for public offering in Korea under the Financial Investment Services and Capital Markets
Act (the “FSCMA”). Our Common Shares may not be offered, sold or delivered, or offered or sold for re-offering or resale,
directly or indirectly, in Korea or to any Korean resident (as such term is defined in the Foreign Exchange Transaction Law of Korea (the
“FETL”)), except pursuant to the applicable laws and regulations of Korea, including
the FSCMA and the FETL and the decrees
and regulations thereunder. Our Common Shares may not be
resold to Korean residents unless the purchaser of such securities complies with all applicable regulatory requirements (including
but not limited to government reporting requirements under the FETL and its subordinate decrees and regulations) in connection with the
purchase of our Common Shares.
Malaysia
This prospectus supplement
has not been and will not be registered as a prospectus with the Securities Commission Malaysia (“SC”) under the Malaysian
Capital Markets and Services Act 2007 (as amended) (“CMSA”). No prospectus or other offering material or document in connection
with the offer and sale of our Common Shares which complies with the requirements of the CMSA and the guidelines of the SC has been or
will be registered with the SC under the CMSA or with any other regulatory body in Malaysia. Also, no approval or authorization of the
SC has been granted for
making available, offering for subscription
or purchase, or
issuing an invitation to subscribe
for or purchase
our Common Shares in
Malaysia. This prospectus
supplement does not constitute and
may not be used for the purpose
of a public offering or an issue, offer for subscription or purchase, invitation to
subscribe for or purchase any securities requiring the registration of a prospectus with the SC under the CMSA.
Accordingly, this
prospectus supplement and any other document or
material in connection with the Offering
will not be circulated or
distributed, nor will our Common Shares be offered
or sold, or be made
the subject of an invitation for subscription
or purchase, whether directly or indirectly,
to persons in Malaysia other than (i)
a closed end fund
approved by the SC; (ii) a holder
of a Capital Markets Services License; (iii) a person
who acquires our
Common Shares, as principal, if the
offer is on terms that our Common Shares
may only be acquired at a consideration of not less than RM250,000 (or its equivalent in foreign currencies) for each transaction;
(iv) an individual whose total net personal assets
or total net joint assets with his or her spouse exceeds RM3 million (or its equivalent in
foreign currencies), excluding the value of the primary residence of the individual; (v) an individual who has a gross annual income
exceeding RM300,000 (or its equivalent in foreign currencies) per annum in the preceding twelve months; (vi) an individual
who, jointly with his or her spouse, has a gross annual income of RM400,000 (or its equivalent
in foreign currencies), per annum in the preceding twelve months; (vii) a corporation
with total net assets exceeding RM10
million (or its equivalent
in a foreign currencies) based on the last
audited accounts; (viii) a partnership with total
net assets exceeding RM10 million (or its equivalent in foreign
currencies); (ix) a bank
licensee or insurance licensee as
defined in the Labuan Financial Services and Securities Act 2010; (x) an Islamic bank licensee or takaful licensee as defined
in the Labuan Financial Services and Securities Act 2010; and (xi) any other person as may be specified by the SC; provided
that, in the each of the preceding categories (i) to (xi), the distribution of our Common Shares is made by a holder of a Capital Markets
Services License who carries on the business of dealing in securities.
Thailand
This prospectus supplement
does not, and is not intended to, constitute a public offering in Thailand. Our Common Shares may not be offered or sold to persons in
Thailand, unless such offering is made under the exemptions from approval and filing requirements under applicable laws, or under circumstances
which do not constitute an offer for sale of the shares to the public for the purposes of the Securities and Exchange Act of 1992 of Thailand,
nor require approval from the Office of the Securities and Exchange Commission of Thailand.
Kuwait
Neither our Common Shares
have been authorized or licensed by the Capital Markets Authority of the State of Kuwait (the “CMA”) for offering, marketing
or sale in the State of Kuwait. Our Common Shares will not be offered, marketed and/or sold by
us in the State of Kuwait,
except through a licensed person duly authorized to undertake
such activity pursuant to Law No. 7 of 2010 Concerning
the Establishment of the
Capital Markets Authority and the Regulating
of Securities Activities and its executive
bylaws (each as amended) (the “CML Rules”) and unless all necessary approvals
from the CMA pursuant to the CML Rules, together
with the various resolutions, regulations, directives
and instructions issued pursuant thereto or
in connection therewith (regardless of nomenclature
or type), or
any other applicable law or regulation
in the State of Kuwait, have been given in respect of the offering, marketing and/or sale of our Common Shares.
Our Common Shares may not be offered onshore in the State
of Kuwait except to Professional Clients
as defined in the CML Rules. This prospectus is not for general circulation to the public
in Kuwait nor will our Common Shares be sold by
way of a public
offering in Kuwait. Persons into
whose possession this prospectus
supplement comes are required by
us and the international placement agents
to inform themselves about and to observe such restrictions. Investors from the State of Kuwait who approach us or any of the international
placement agents to obtain copies of this prospectus
supplement are required by us and the international placement agents
to keep such prospectus supplement confidential
and not to make copies thereof or distribute the same to any other person and are also required to observe the restrictions
provided for in all jurisdictions with respect to offering, marketing and the sale of our Common Shares.
Saudi Arabia
No offers or sales of our
Common Shares may be made in Saudi Arabia.
Qatar
No offers or sales of our
Common Shares may be made in Qatar.
United Arab Emirates (excluding the Dubai International
Financial Centre and the Abu Dhabi Global Market)
Neither
our Common Shares have been, nor are being, publicly
offered, sold, promoted or advertised in the United Arab Emirates (the “UAE”)
other than in compliance with any laws applicable in the
UAE governing the issue, offering or sale of securities.
Prospective investors in the Dubai International
Financial Centre and the Abu Dhabi Global Market should have regard to the specific
notice to prospective investors in the Dubai
International Financial Centre and the Abu Dhabi Global Market, as
the case may be, set out below. The information
contained in this prospectus supplement does not constitute a public offer of our Common Shares in the U.A.E. in accordance with the Commercial
Companies Law (Federal Law No. 8 of 1984 of the U.A.E., as amended) or otherwise and is not intended to be a public
offer. This prospectus supplement has not been approved by
or filed with the Central Bank of
the United Arab Emirates, the Emirates Securities
and Commodities Authority or the
Dubai Financial Services Authority. If you do
not understand the
contents of this prospectus
supplement you should consult an authorized
financial adviser. This prospectus supplement is
provided for the benefit of the recipient
only, and should not be delivered to, or relied on by, any other person.
Dubai International Financial Centre
Neither
our Common Shares have been, nor
are being, offered to any person
in the Dubai International Financial
Centre unless such offer is: (1) an “Exempt Offer” in accordance with the Markets Rules (MKT) Module of the Dubai Financial
Services Authority (the “DFSA”) rulebook; and
(2) made only to persons who
meet the Professional
Client criteria set out in Rule 2.3.3 of
the DFSA Conduct of
Business (COBS) Module of the DFSA rulebook.
Abu Dhabi Global Market
Neither our Common Shares
have been, nor are being, offered to any person in the Abu Dhabi Global Market unless such offer is:
(1) an “Exempt Offer” in accordance with the
Markets Rules (MKT) Module of the Financial Services Regulatory
Authority (the “FSRA”) rulebook or otherwise in circumstances which do
not require the publication of an “Approved Prospectus” (as defined in section 61(2) of the Financial Services and Markets
Regulations 2015, as amended; and (2) made only to persons who meet the Professional Client criteria set out in Rule 2.4 of the FRSA
Conduct of Business (COBS) Module of the FSRA rulebook.
Mexico
Our
Common Shares have not been and will not
be registered in Mexico with the National Registry of Securities,
maintained by the Mexican National Banking and Securities
Commission and, as a result, may not be offered or sold publicly in Mexico. The
Company and any underwriter or purchaser may offer and sell our Common Shares in Mexico to Institutional and Accredited Investors,
on a private placement basis, pursuant to Article 8 of the Mexican Securities Market Law. Specific requirements apply in relation to any
marketing materials relating to such an offer or sale to Institutional and Accredited Investors, on a private placement basis.
Chile
Our common shares are privately
offered in Chile pursuant to the provisions of Law 18,045, the securities market law of Chile, and norma de carácter general
no. 336 (“Rule 336”), dated June 27, 2012, issued by the Superintendencia de Valores y Seguros de Chile (“SVS”),
the securities regulator of Chile, to resident qualified investors that are listed in rule 336 and further defined in rule 216 of June 12,
2008 issued by the SVS.
Pursuant to rule 336 the
following information is provided in Chile to prospective resident investors in the offered securities:
| · | the
initiation of the offer in Chile is July 26, 2023. |
| · | The offer is subject to NCG 336 of June 27, 2012 issued by the Superintendencia de Valores y Seguros
de Chile (superintendency of securities and insurance of Chile). |
| · | The offer refers to securities that are not registered in the registro de valores (securities registry)
or the registro de valores extranjeros (foreign securities registry) of the SVS and therefore: |
| o | Our Common Shares are not subject to the oversight of the SVS; and |
| o | The issuer of our Common Shares is not subject to reporting obligation with respect to itself, our common
shares in Chile. |
| · | Our Common Shares may not be publicly offered in Chile unless and until they are registered in the securities
registry of the SVS. |
Los valores objeto de
esta oferta se ofrecen privadamente en chile de conformidad con las disposiciones de la ley n° 18.045 de mercado de valores, y la
norma de carácter general n° 336 de 27 de junio de 2012 (“NCG 336”) emitida por la superintendencia de valores
y seguros de chile, a los “inversionistas calificados” que enumera la NCG 336 y que se definen en la norma de carácter
general n° 216 de 12 de junio de 2008 emitida por la misma superintendencia.
En cumplimiento de la
NCG 336, la siguiente información se proporciona a los potenciales inversionistas residentes en chile:
| · | La oferta de estos valores en chile comienza el día 26 de julio de 2023. |
| · | La oferta se encuentra acogida a la NCG 336 de fecha echa 27 de junio de 2012 emitida por la superintendencia
de valores y seguros. |
| · | La oferta versa sobre valores que no se encuentran inscritos en el registro de valores ni en el registro
de valores extranjeros que lleva la superintendencia de valores y seguros, por lo que: |
| o | Los valores no están sujetos a la fiscalización de esa superintendencia; y |
| o | El emisor de los valores no está sujeto a la obligación de entregar información
pública sobre los valores ofrecidos ni su emisor. |
Los valores privadamente
ofrecidos no podrán ser objeto de oferta pública en chile mientras no sean inscritos en el registro de valores correspondiente.
Colombia
Our
Common Shares will not be
authorized by the
Colombian Superintendency of Finance
(Superintendencia Financiera de Colombia) and will not be registered under the Colombian
National Registry of Securities and Issuers (Registro Nacional de Valores y Emisores), and, accordingly, our Common Shares will
not be offered or sold to persons in Colombia except in circumstances which do not result in a public offering under Colombian law.
Peru
Our Common Shares and the
information contained in this prospectus supplement are not being publicly marketed or offered in
Peru and will not be distributed
or caused to be distributed to the general
public in Peru. Peruvian securities laws and regulations
on public offerings will not be applicable to the issuer or the sellers of our Common
Shares before or after their acquisition by prospective investors. Our Common Shares and the information contained in this prospectus
supplement have not been and will not be reviewed, confirmed,
approved, or in any way submitted to the Peruvian
Superintendency of Capital Markets (Superintendencia
del Mercado de Valores, or “SMV”) nor have they been registered
under the Securities Market Law (Ley del Mercado de Valores) or any other Peruvian regulations. Accordingly, our Common Shares
cannot be offered or sold within Peruvian territory except to the extent any such
offering or sale qualifies as a private offering
under Peruvian regulations and complies with the
provisions on private offerings set
forth therein.
Argentina
Our Common Shares have not
been registered with the Comisión Nacional de Valores and may not be offered publicly in Argentina. Our Common Shares may not be
publicly distributed in Argentina. Neither we nor the international placement agents will solicit the
public in Argentina
in connection with this
prospectus supplement. Argentine holders are encouraged
to consult a tax
advisor as to the
particular Argentine tax consequences derived from the holding of, and any transactions relating to our Common Shares.
Other Relationships
In addition to the global
offering, the Brazilian underwriters, the international placement agents and their respective affiliates have engaged in various activities,
which may include sales and trading, commercial and investment banking, advisory, investment management, investment research, principal
investment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the Brazilian
underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to us and to persons
and entities with relationships with us, for which they received or will receive customary fees and expenses.
In the ordinary course of
their various business activities, the Brazilian underwriters, the international placement agents and their respective affiliates, officers,
directors and employees may purchase, sell or hold a broad array of investments and may actively trade securities, derivatives, loans,
commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers
or affiliates, and such investment and trading activities may involve or relate to assets, securities and/or instruments of ours (directly,
as collateral securing other obligations or otherwise) and/or persons and entities with relationships with us. The Brazilian underwriters,
the international placement agents and their respective affiliates may also communicate independent investment recommendations, market
color or trading ideas, and/or publish or express independent research views in respect of such assets, securities or instruments and
may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
TAXATION
U.S. Federal Income Tax Considerations
The following summary describes
material U.S. federal income tax consequences that are likely to be relevant to the purchase, ownership and disposition of our Common
Shares by a U.S. holder (as defined below). The summary is based on the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
its legislative history, existing and proposed U.S. Treasury regulations promulgated thereunder, published rulings by the U.S. Internal
Revenue Service (the “IRS”), and court decisions, all as in effect as of the date hereof, and all of which are subject to
change or differing interpretations, possibly with retroactive effect. This summary does not purport to be a comprehensive description
of all of the U.S. tax consequences that may be relevant to a particular investor’s decision to purchase, hold or dispose of Common
Shares. This summary applies only to purchasers of Common Shares who will hold the Common Shares as capital assets and does not apply
to special classes of holders such as brokers or dealers in securities or currencies, holders whose functional currency is not the U.S.
dollar, holders of 10% or more of our shares by vote or value (taking into account shares held
directly or through depositary arrangements), tax-exempt organizations, financial institutions, holders liable for the alternative minimum
tax, securities traders who elect to account for their investment in Common Shares for U.S. federal income tax purposes on a mark-to-market
basis, regulated investment companies, partnerships or other pass-through entities (or partners or members therein), insurance companies,
U.S. expatriates, and persons holding Common Shares in a hedging transaction or as part of a straddle, conversion or other integrated
transaction for U.S. federal income tax purposes. Moreover, this summary does not address the Medicare tax on net investment income or
the tax consequences to U.S. holders of acquiring, owning or disposing of Common Shares under any U.S. federal estate or gift, state,
local or foreign taxes.
Each holder is encouraged
to consult such holder’s tax advisor concerning the overall tax consequences to it, including the consequences under laws other
than U.S. federal income tax laws, of an investment in Common Shares.
In this discussion,
references to a “U.S. holder” are to a beneficial owner of a Common Share that is (i) an individual citizen or resident of
the United States of America, (ii) a corporation, or any other entity taxable as a corporation, organized under the laws of the United
States of America, any state thereof, or the District of Columbia, or (iii) otherwise subject to U.S. federal income taxation on a net
basis with respect to the Common Share.
Based on our audited consolidated
financial statements and our current expectations regarding the value and nature of our assets, the sources and nature of our income,
and relevant market and shareholder data, we do not anticipate becoming a “passive foreign investment company” (“PFIC”)
for our 2023 taxable year or in the foreseeable future and the remainder of this summary assumes that we are not a PFIC. Prospective investors
should consult their own tax advisor regarding the potential application of the PFIC regime to their ownership of the Common Shares.
Taxation of Distributions
A U.S. holder will
recognize dividend income for U.S. federal income tax purposes in an amount equal to the amount of any cash and the value of any property
distributed by us as a dividend to the extent that such distribution is paid out of our current or accumulated earnings and profits, as
determined for U.S. federal income tax purposes, when such distribution is received by the U.S. holder.
We do not expect to
maintain calculations of our earnings and profits in accordance with U.S. federal income tax principles. U.S. holders therefore should
expect that distributions generally will be treated as dividends for U.S. federal income tax purpose.
If you are a U.S.
holder, the amount of any distribution will include the amount of Brazilian tax withheld on the amount distributed, and the amount of
a distribution paid in reais will be measured by reference to the exchange rate for converting reais into U.S. dollars in
effect on the date the distribution is received by the U.S. holder. If the U.S. holder does not convert such reais into U.S. dollars
on the date it receives them, it is possible that the U.S. holder will recognize foreign currency loss or gain, which would be ordinary
loss or gain, when the reais are converted into U.S. dollars. Dividends paid by us will not be eligible for the dividends received
deduction allowed to corporations under the U.S. Internal Revenue Code of 1986, as amended, which we call the “Code.” Because
our Common Shares are not tradable on an established securities market in the United States and there is no income tax treaty between
Brazil and the United States, we do not expect that dividends we pay will constitute “qualified dividends” eligible for reduced
rates of taxation available to certain non-corporate U.S. holders.
Subject to generally
applicable limitations and conditions, Brazilian withholding tax on dividends with respect to Common Shares that is paid at the appropriate
rate applicable to the U.S. holder may be eligible for credit against such U.S. holder’s U.S. federal income tax liability. These
generally applicable limitations and conditions include new requirements recently adopted by the IRS and any Brazilian tax will need to
satisfy these requirements in order to be eligible to be a creditable tax for a U.S. holder. The application of these requirements to
the Brazilian tax on dividends is uncertain and we have not determined whether these requirements have been met. If the Brazilian tax
is not a creditable tax for a U.S. holder or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes,
the U.S. holder may be able to deduct the Brazilian tax in computing such U.S. holder’s taxable income for U.S. federal income tax
purposes. For U.S. holders that do elect to claim foreign tax credits, dividend distributions will constitute income from sources without
the United States and generally will constitute “passive category income” for foreign tax credit purposes. The availability
and calculation of foreign tax credits and deductions for foreign taxes involve the application of complex rules and also vary depending
upon on a U.S. holder’s particular circumstances. U.S. holders should consult their own tax advisors regarding the application of
these rules to their particular situations.
Distributions of additional
shares to holders with respect to their Common Shares that are made as part of a pro rata distribution to all our shareholders generally
will not be subject to U.S. federal income tax.
Holders of Common
Shares that are foreign corporations or nonresident alien individuals, which we call “non-U.S. Holders,” generally will not
be subject to U.S. federal income tax or withholding tax on distributions with respect to Common Shares that are treated as dividend income
for U.S. federal income tax purposes unless such dividends are effectively connected with the conduct by the holder of a trade or business
in the United States.
Taxation of Capital Gains
Upon the sale or other
taxable disposition of the Common Shares, a U.S. holder generally will recognize gain or loss for U.S. federal income tax purposes. The
amount of the gain or loss will be equal to the difference between the amount realized in consideration for the disposition of the Common
Shares (including the gross amount of the proceeds before the deduction of any Brazilian tax) and the U.S. holder’s tax basis in
the Common Shares, as determined in U.S. dollars. Such gain or loss generally will be subject to U.S. federal income tax as capital gain
or loss and will be long-term capital gain or loss if the Common Shares have been held for more than one year on the date of the disposition.
The net amount of long-term capital gain recognized by a non-corporate U.S. holder generally is subject to taxation at preferential rates.
Capital losses may be deducted from taxable income, subject to certain limitations. Gain realized by a U.S. holder on a sale or disposition
of Common Shares generally will be treated as U.S. source income for U.S. foreign tax credit purposes. Under the new foreign tax credit
requirements recently adopted by the IRS, any Brazilian tax imposed on the sale or other disposition of the Common Shares is unlikely
to be treated as a creditable tax for U.S. foreign tax credit purposes. If the Brazilian tax is not a creditable tax for a U.S. holder
or the U.S. holder does not elect to claim a foreign tax credit for any foreign income taxes, the U.S. holder may be able to deduct the
Brazilian tax in computing such U.S. holder’s taxable income for U.S. federal income tax purposes. U.S. holders should consult their
own tax advisors regarding the application of the foreign tax credit rules to a sale or other disposition of the Common Shares and any
Brazilian tax imposed on such sale or disposition.
A non-U.S. holder
will not be subject to U.S. federal income tax or withholding tax on gain realized on the sale or other disposition of the Common Shares
unless (i) such gain is effectively connected with the conduct by the holder of a trade or business in the United States, or (ii) such
holder is an individual who is present in the United States of America for 183 days or more in the taxable year of the sale and certain
other conditions are met.
Foreign Financial Asset Reporting
Certain U.S. holders
that own “specified foreign financial assets” with an aggregate value in excess of U.S.$50,000 on the last day of the taxable
year or U.S.$75,000 at any time during the taxable year are generally required to file an information statement along with their tax returns,
currently on IRS Form 8938, with respect to such assets. “Specified foreign financial assets” include any financial accounts
held at a non-U.S. financial institution, as well as securities issued by a non-U.S. issuer that are not held in accounts maintained by
financial institutions. The understatement of income attributable to “specified foreign financial assets” in excess of U.S.$5,000
extends the statute of limitations with respect to the tax return to six years after the return was filed. U.S. Holders who fail to report
the required information could be subject to substantial penalties. Prospective investors are encouraged to consult with their own tax
advisors regarding the possible application of these rules, including the application of the rules to their particular circumstances.
Backup Withholding and Information Reporting
Dividends paid on,
and proceeds from the sale or other disposition of, the Common Shares to a U.S. holder generally may be subject to the information reporting
requirements of the Code and may be subject to backup withholding unless the U.S. holder (i) is a corporation or other exempt recipient
or (ii) provides an accurate taxpayer identification number and certifies that no loss of exemption from backup withholding has occurred.
The amount of any backup withholding collected from a payment to a U.S. holder will be allowed as a credit against the U.S. holder’s
U.S. federal income tax liability and may entitle the U.S. holder to a refund, provided that certain required information is furnished
to the IRS.
A non-U.S. holder generally
will be exempt from these information reporting requirements and backup withholding tax, but may be required to comply with certain certification
and identification procedures in order to establish its eligibility for such exemption in connection with payments received within the
United States or through certain U.S.-related intermediaries.
Brazilian Tax Law Considerations
The following discussion
summarizes the material Brazilian tax consequences of the acquisition, ownership and disposition of Common Shares by a holder that is
not domiciled in Brazil for purposes of Brazilian taxation, or a “Non-Resident Holder”. This discussion is based on Brazilian
law as currently in effect, which is subject to change, possibly with retroactive effect, and to differing interpretations. Any change
in such law may change the consequences described below.
The tax consequences described
below do not take into account the effects of any tax treaties or reciprocity of tax treatment entered into by Brazil and other countries.
The discussion also does not, except to the extent discussed below under “—Other Brazilian Taxes,” address any
tax consequences under the tax laws of any state or locality of Brazil.
The description below is
not intended to constitute a complete analysis of all Brazilian tax consequences relating to the acquisition, exchange, ownership and
disposition of our Common Shares. Prospective purchasers should consult their own tax advisors with respect to an investment in our Common
Shares in light of their particular investment circumstances.
Income Tax
Dividends
Historically, dividends paid
by a Brazilian company, such as ourselves, including dividends paid to a Non-Resident Holder, have not been subject to withholding income
tax in Brazil, to the extent that such amounts are related to profits generated on or after January 1, 1996. Dividends paid from profits
generated prior to January 1, 1996, may be subject to Brazilian withholding income tax at varying rates, according to the tax legislation
applicable to each corresponding year.
Law No. 11,638,
dated December 28, 2007, significantly altered the Brazilian Corporate Law in order
to align the Brazilian generally accepted
accounting principles, or Brazilian GAAP, more closely with IFRS accounting standards. However, Law No. 11,941, dated May 27, 2009,
introduced the Transitory Tax Regime, or RTT, in order to render neutral, from a tax perspective, all the changes provided by Law 11,638/2007.
Under the RTT, for tax purposes, legal entities should observe
the accounting methods and criteria as they were on December 31, 2007. Law No. 12,973,
dated May 13, 2014, as amended, abolished the RTT and approved new rules aimed at permanently
aligning the Brazilian tax system with IFRS as of January 1, 2015, including with respect to dividend distributions. For the 2014 fiscal
year, taxpayers were entitled to elect to adopt the new rules or to continue adopting the RTT.
Under
the RTT, there was
controversy over how tax authorities
would view certain situations, including whether
dividends should be calculated in accordance with IFRS standards or the old Brazilian
GAAP. It was unclear whether any dividend distributions made in accordance with IFRS standards in excess of the amount that could have
been distributed had the profits been ascertained based on the old Brazilian GAAP would be subject to taxation in Brazil. In view of such
controversy, Law No. 12,973/14 expressly stated that dividends calculated in accordance with IFRS standards based on profits ascertained
between January 1, 2008 and December 31, 2013 would not be subject to taxation.
Notwithstanding the provisions
of Law No. 12,973/14, Brazilian tax authorities issued Normative Ruling No. 1,492, dated September 17, 2014, which provided that dividend
distributions supported by IFRS profits ascertained in 2014 that exceeded the amount resulting from the adoption of the old Brazilian
GAAP would be: (i) subject to withholding income tax (“WHT”) based on progressive
rates (0% to 27.5%) if paid to Brazilian individuals; (ii) added to the tax base of the corporate tax (IRPJ/CSLL) of the beneficiary
if paid to Brazilian companies; (iii) subject to WHT at a 15% rate if paid to non-residents;
or (iv) subject to WHT at a 25% rate if paid to non-residents that are based in a Low or Nil
Tax Jurisdiction (as defined below). However, this rule would apply only to taxpayers that have not elected to account for the effects
of Law No. 12,973/14 (i.e., taxation based on IFRS standards) for the 2014 fiscal year.
Despite our belief
that the tax exemption on dividends applies to dividends
distributed by Brazilian companies out of profits ascertained in accordance with IFRS
principles, if the provisions of Normative Ruling No. 1,492/14 are applicable, dividends ascertained in fiscal year 2014 based on
IFRS that exceed
the amount that
would result from
the adoption of
the old Brazilian GAAP, for that calendar
year, could be subject WHT,
even if it were distributed later, at a rate of 15% or, if the Non-Resident Holder is domiciled in a Low or Nil Tax Jurisdiction (as defined
below), 25%. For dividends paid out from profits ascertained in 2015 going forward, there are no such issues and dividends will be exempt,
provided that they are distributed pursuant to Brazilian corporate law.
There can be no assurance
that the current tax exemption on dividends distributed by Brazilian companies will continue in the future. There are some proposed bills
currently under discussion by the Brazilian government regarding a potential amendment to the tax legislation aimed at taxing dividends.
Therefore, the mentioned dividend exemption may be revoked with prospective effects.
Interest Attributable to Shareholders’ Equity
Law No. 9,249, dated December
26, 1995, as amended, allows a Brazilian corporation, such as ourselves, to make distributions to shareholders of interest
on net equity and treat those payments as
a deductible expense for purposes of calculating
Brazilian corporate income tax (IRPJ) and social contribution on net profits (CSLL)
, both of which taxes are levied on our profits, as far as the limits described below are observed. These distributions may be paid in
cash. For tax purposes, this interest on net equity is limited to the daily pro rata variation of the TJLP (Brazilian long-term interest
rate), as determined by the Central Bank from time to time, multiplied by the net equity value of the Brazilian company with certain adjustments.
The amount of the deduction may not exceed the greater of:
| · | 50.0% of the net income (after the deduction of the social contribution on net profits and before taking into account the provision
for corporate income tax and the amounts attributable to shareholders as interest on shareholders’
equity) related to the period in respect of which the payment is made; and |
| · | 50.0% of the sum of retained profits and profit reserves as of the date of the beginning of the period in respect of which the payment
is made. |
Payment
of interest on
shareholders’ equity to a Non-Resident
Holder is subject
to withholding income tax
at the rate of
15.0%. The applicable tax rate will be 25.0%
in case of payments made to a Non-Resident Holder domiciled in a Low or Nil Tax Jurisdiction (as defined below).
These payments may be included,
at their net value, as part of any minimum mandatory dividend. The distribution of interest on shareholders’ equity
may be determined by our board of directors. To the extent payment of interest on shareholders’ equity is so included, the
corporation is required to distribute to shareholders
an additional amount to
ensure that the net amount
received by them, after payment
of the applicable
Brazilian withholding income tax, plus the amount of declared dividends is at least
equal the amount of the minimum mandatory dividend.
We cannot assure you that
the Brazilian federal government will not try to increase the withholding income tax on interest on shareholders’ equity in the
future.
Low or Nil Tax Jurisdictions
According to Law No 9,430,
dated December 27, 1996, as amended, a Low or Nil Tax Jurisdiction is a country or location that (i) does not impose taxation on income,
(ii) imposes income tax at a rate lower than 20%, or (iii) imposes restrictions on the disclosure of shareholding composition, or investment
ownership.
Additionally, on June 23,
2008, Law No. 11,727 introduced the concept of “Privileged Tax Regimes,” which is defined as a tax regime that (i) does not
tax income or taxes it at a maximum rate lower than 20%; (ii) grants tax benefits to non-resident entities or individuals (a) without
the requirement that they carry out substantial economic activity in the country or dependency or (b) contingent on the non-exercise of
substantial economic activity in the country or dependency; (iii) does not tax or that taxes income generated abroad at a maximum
rate lower than 20%; or (iv) does not provide access to information related to shareholding composition, ownership of assets and
rights or economic transactions carried out.
On November 28, 2014, the
Brazilian tax authorities issued Ordinance No. 488, which decreased these minimum thresholds from 20% to 17% for specific cases. Under
Ordinance No. 488, the 17% threshold applies only to countries and regimes aligned with international standards of fiscal transparency,
in accordance with rules to be established by the Brazilian tax authorities.
We consider the best interpretation
of Law No. 11,727/08 to be that the new concept of “Privileged Tax Regime” would be applicable solely for purposes of transfer
pricing and thin capitalization rules. However, we are unable to ascertain whether or not the privileged tax regime concept will be extended
to the concept of Low or Nil Tax Jurisdiction, though
the Brazilian tax authorities appear to agree
with our position, in view of the
provisions introduced by Normative Ruling No. 1,037,
dated as of June 4, 2010, as amended, which
presents two different lists (Low or Nil
Tax Jurisdictions—taking into account the non-transparency
rules—and privileged tax regimes).
Notwithstanding
the above, we recommend that
you consult your own tax advisors
regarding the consequences of the implementation
of Law No. 11,727, Normative Ruling No. 1,037 and of any related Brazilian tax law or
regulation concerning Low or Nil Tax Jurisdictions or “Privileged Tax Regimes.”
Taxation of Gains
According to Article 26 of
Law No. 10,833, dated December 29, 2003, as amended, gains related to the sale or disposition of assets located in Brazil,
such as our Common Shares, by a Non-Resident Holder, are subject to withholding income
tax in Brazil, regardless of whether the sale or disposition is made by a Non-Resident Holder to another non-resident
of Brazil or to a Brazilian resident.
As a general rule, capital
gains realized as a result of a sale or disposition of Common Shares are equal to the positive difference between the amount realized
on the sale or disposition and the respective acquisition costs of the Common Shares.
There
is a controversy regarding the currency
that should be considered for purposes
of determining the capital
gain realized by a Non-Resident Holder on a sale or disposition of shares in Brazil, more specifically, if such capital gain is
to be determined in foreign or in local currency. However, Article 23 of Rule No. 1,455/14, issued by Brazilian tax authorities, provides
that the capital gains shall be calculated in reais.
Under Brazilian law, income
tax on such gains can vary depending on the domicile of the Non-Resident Holder, the type of registration of the investment by the Non-Resident
Holder with the Central Bank and how the disposition is carried out, as described below.
Currently, gains realized
by Non-Resident Holders on a sale or disposition of shares carried out on the Brazilian stock exchange (including the organized over-the-counter
market) are:
| · | exempt from income tax when realized by a Non-Resident Holder that (1) has registered its investment in Brazil with the Central Bank
under the rules of Resolution No. 4,373/14 of the Brazilian Monetary Council (“4,373
Holder”), and (2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; |
| · | subject to income tax at a rate of 15% in the case of gains realized by (A) a Non-Resident Holder that (1) is not a 4,373 Holder and
(2) is not resident or domiciled in a Low or Nil Tax Jurisdiction; or (B) a Non-Resident Holder that (1) is a 4,373 Holder, and (2)
is resident or domiciled a Low or Nil Tax Jurisdiction; or |
| · | subject to income tax at a rate of up to 25% in the case of gains realized by a Non-Resident Holder that (1) is not a 4,373 Holder,
and (2) is resident or domiciled in a Low or Nil Tax Jurisdiction. |
Any other capital gains realized
on the disposition of shares that are not carried out on the Brazilian stock exchange are:
| · | subject to income tax at the rate of 15%, when realized by a Non-Resident Holder that (i) is a 4,373 Holder; and (ii) is not resident
or domiciled in a Nil or Low Taxation Jurisdiction, although different interpretations may be raised to sustain the application of the
progressive rates set forth by Law No. 13,259/16; |
| · | subject to income tax at progressive rates that
vary from 15% to 22.5%, as further
detailed below, when realized by a Non-Resident Holder that is not a 4,373 Holder and
is not resident or domiciled in a Low or Nil Tax Jurisdiction; and |
| · | subject to income tax at a rate of up to 25% when realized by a Non-Resident Holder that is resident or domiciled in a Low or Nil
Tax Jurisdiction. |
In addition, a withholding
income tax of 0.005% will apply and shall be withheld by the intermediary institution (i.e., a broker) that receives the order directly
from the Non-Resident Holder, which can be offset against the eventual income tax due on the
capital gain. Such withholding does not apply to
a 4,373 Holder that is not resident or domiciled in a Low or Nil Tax Jurisdiction.
In the case of redemption
of shares or capital reduction by a Brazilian corporation, such as ourselves, the positive difference between the amount effectively received
by the Non-Resident Holder and the corresponding acquisition cost is treated, for tax purposes, as capital gains derived from sale or
exchange of shares. As these transactions are not carried out on a Brazilian stock exchange market, the corresponding capital gain they
will be subject to income tax at the rates from 15% to 22.5% or at 25%, in case of beneficiaries
resident or domiciled in a Low or Nil Tax Jurisdiction, as detailed below.
On September 22, 2015, the
Brazilian federal government enacted Provisional Measure No. 692/2015, converted into Law No. 13,259, of March 16, 2016, or Law No. 13,259/16,
which introduced a regime based on the application of progressive tax rates for income taxation on capital gains recognized by Brazilian
individuals on the disposition of assets in general. Under Law No. 13,259/16, effective as from January 1, 2017, the income tax rates
on capital gains recognized by Brazilian individuals, which also applies to a Non-Resident Holder, would be: (i) 15% for the part of the
gain that does not exceed R$5 million, (ii) 17.5% for the part of the gain that exceeds R$5 million but does not exceed R$10 million,
(iii) 20% for the part of the gain that exceeds R$10 million but does not exceed R$30 million and (iv) 22.5% for the part of the gain
that exceeds R$30 million.
As a general rule, the increased
capital gains taxation regime should apply to transactions conducted outside of the Brazilian stock exchange or the organized OTC market.
Also, as a general rule, a foreign investor who is a resident of or has a domicile in a Low or Nil Tax Jurisdiction would be subject to
income tax at a rate of up to 25%, as mentioned above. However, although debatable, if the Non-Resident Holder is a 4,373 Holder, it is
possible to sustain that the income tax would apply at 15% and therefore such progressive rates should not apply.
Any exercise of preemptive
rights relating to Common Shares will not be subject to Brazilian withholding income tax. Gains realized by a Non-Resident Holder on the
disposition of preemptive rights will be subject to Brazilian income tax according to the same rules applicable to disposition of Common
Shares.
There can be no assurance
that the current favorable tax treatment of Resolution 4,373 Holders will continue in the future.
Tax on Foreign Exchange and Financial Transactions
Foreign Exchange Transactions
Brazilian law imposes an
IOF/Exchange Tax, due on the conversion of Brazilian currency into foreign currency (e.g., for purposes of paying dividends and interest)
and the conversion of foreign currency into Brazilian currency. Currently, for most exchange transactions, the rate of IOF/Exchange Tax
is 0.38%. However, foreign exchange transactions carried out for the inflow of funds into Brazil and the outflow of funds from Brazil
in connection with investments in financial and capital markets carried out by a foreign investor, including a Non-Resident Holder, as
well as payments of dividends and interest on shareholders’ equity and the repatriation of funds invested in the Brazilian market,
are currently subject to IOF/Exchange at a zero percent rate.
Tax on Transactions involving Bonds and Securities
Brazilian law imposes a Tax
on Transactions Involving Bonds and Securities, or “IOF/Bonds”, on transactions involving bonds and securities, including
those carried out on a Brazilian stock exchange. The rate of IOF/Bond Tax applicable to transactions involving the transfer of shares
traded on the Brazilian stock exchange with the purpose of the issuance of depositary receipts to be traded outside Brazil is currently
zero, although the Brazilian government may increase such rate at any time up to 1.5% of the transaction amount per day, but only in respect
of future transactions.
As from December 24, 2013,
the IOF/Bonds Tax levies at a rate of zero percent for transactions involving the deposit of shares which are issued by a Brazilian company
admitted to trade on the Brazilian stock exchange with the specific purpose of enabling the issuance of depositary receipts traded outside
Brazil. Any increase in this rate may only apply to future transactions.
Other Brazilian Taxes
There are no Brazilian federal
inheritance, gift or succession taxes applicable to the ownership, transfer or disposition of shares by individuals or entities not domiciled
in Brazil. Gift and inheritance taxes, however, may be levied by some states in Brazil on gifts made or inheritances bestowed by individuals
or entities not resident or domiciled in Brazil or in the relevant state to individuals or entities that are resident or domiciled within
such state in Brazil. There are no Brazilian stamp, issue, registration, or similar taxes payable by holders of Common Shares.
LEGAL
MATTERS
The validity of the Common
Shares and certain legal matters with respect to Brazilian law will be passed upon for us and the selling shareholder by Stocche, Forbes,
Filizzola, Clapis, Passaro e Meyer Sociedade de Advogados, and certain legal matters with respect to Brazilian law will be passed upon
for the international placement agents by Lefosse Advogados. Certain legal matters with respect to U.S. federal law will be passed upon
for us and the selling shareholder by Cleary Gottlieb Steen & Hamilton LLP and for the international placement agents by Davis Polk
& Wardwell LLP.
EXPERTS
The financial statements
of Copel as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, incorporated by reference
in this Prospectus, and the effectiveness of Copel’s internal control over financial reporting have been audited by Deloitte Touche
Tohmatsu Auditores Independentes Ltda., an independent registered public accounting firm, as stated in their reports. Such financial statements
are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in auditing and accounting.
P R O S P E C T U S
Companhia Paranaense de Energia
Common Shares
Companhia Paranaense de Energia
(“Copel”) may from time to time offer Common Shares, without par value, of Copel, covered by this prospectus. Additionally,
any selling shareholder(s) to be named in an applicable supplement to this prospectus (the “selling shareholders”) may from
time to time offer Common Shares.
This prospectus describes
some of the general terms that may apply to the Common Shares and the general manner in which they may be offered. We and any selling
shareholders, as applicable, will provide specific terms of any offering in a supplement to this prospectus. Any prospectus supplement
may also add, update or change information contained in this prospectus. To the extent the applicable prospectus supplement is inconsistent
with the information contained in this prospectus, information in this prospectus is superseded by the information in the applicable prospectus
supplement. You should carefully read this prospectus and the applicable prospectus supplement, as well as the documents incorporated
by reference in this prospectus and any prospectus supplement, before you purchase any of the securities. The amount and price of the
offered securities will be determined at the time of the offering and will be reflected in the applicable prospectus supplement.
When we or a selling shareholder
offer these securities, the specific terms of the offering, including the amount and offering price, and the specific manner in which
they may be offered, will be described in the applicable supplement to this prospectus. The securities may be offered and sold in the
same offering or in separate offerings, to or through underwriters, dealers and agents, or directly to purchasers. The names of any underwriters,
dealers or agents involved in the sale of the securities, their compensation and any options to purchase additional securities granted
to them will be described in the applicable prospectus supplement. For a more complete description of the plan of distribution of the
securities, see the section entitled “Plan of Distribution” beginning on page 16 of this prospectus.
The Common Shares are listed
on the São Paulo Stock Exchange (B3 S.A. – Brasil, Bolsa, Balcão, or “B3”) under the ticker symbol
“CPLE3” and on the Mercado de Valores Latinoamericanos en Euros (“LATIBEX”) under the ticker symbol “XCOPO.”
The Common Shares are not listed on any U.S. national securities exchange.
Investing in these securities
involves risks. See the “Risk Factors” section beginning on page 4 of our Annual Report on Form 20-F/A for the year ended
December 31, 2022, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on April 27, 2023, as amended
on July 13, 2023 (the “2022 Form 20-F/A”), which is incorporated by reference herein, and in any other recently filed reports,
and in the relevant prospectus supplement, if any.
Neither the SEC, the Brazilian
Securities Commission (Comissão de Valores Mobiliários or “CVM”), nor any state securities commission
has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus is July 26, 2023
TABLE OF CONTENTS
ABOUT
THIS PROSPECTUS
In this prospectus, unless
the context otherwise requires, references to “Copel” are to Companhia Paranaense de Energia and references to “we,”
“us” and “our” are to Companhia Paranaense de Energia and its consolidated subsidiaries taken as a whole.
References to (i) the “real,”
“reais” or “R$” are to Brazilian reais (plural) and the Brazilian real (singular)
and (ii) “U.S. dollars,” “dollars” or “US$” are to United States dollars. We maintain our books and
records in reais. Certain figures included in this prospectus have been subject to rounding adjustments.
References to the “Common
Shares,” “Preferred Class A Shares” (or “Class A”) and “Preferred Class B Shares” (or “Class
B”) are to our common shares, class A preferred shares and class B preferred shares, respectively.
This prospectus is part of
a registration statement that we filed with the SEC utilizing a “shelf” registration process, as a “well-known seasoned
issuer” as defined in Rule 405 under the United States Securities Act of 1933, as amended (“Securities Act”). Under
this shelf registration process, we and the selling shareholders may, at any time and from time to time, offer and sell our Common Shares
in one or more offerings.
This prospectus only provides
a general description of the securities that may be offered. Each time we offer or a selling shareholder offers securities, we will prepare
a prospectus supplement containing specific information about the particular offering. We may also add, update or change other information
contained in this prospectus by means of a prospectus supplement or by incorporating by reference information we file with the SEC. As
allowed by the SEC rules, this prospectus and any accompanying prospectus supplement do not contain all of the information included in
the registration statement. For further information, we refer you to the registration statement that we filed with the SEC, including
exhibits and documents incorporated by reference in the registration statement that provide more detail on the matters discussed in this
prospectus. If the SEC’s rules and regulations require that an agreement or document be filed as an exhibit to the registration
statement, please see that agreement or document for a complete description of these matters. The prospectus supplement and any other
offering materials may also contain information about any material U.S. federal income tax considerations relating to the securities described
in such prospectus supplement or other offering materials. Before you invest in any securities offered by this prospectus, you should
read this prospectus, any related prospectus supplement and the related exhibits filed with the SEC, together with the additional information
described under the headings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference”
for information on the Company, the risks we face and our financial statements. The registration statement and exhibits can be read at
the SEC’s website or as further described under “Where You Can Find More Information.”
We are responsible for the
information contained in or incorporated by reference into this prospectus, any prospectus supplement or any free writing prospectus prepared
by on or behalf of us. Neither we nor the selling shareholders have authorized any other person to provide you with different or inconsistent
information. If anyone provides you with different or inconsistent information, you should not rely on it. We and the selling shareholders
are not making an offer to sell the Common Shares in any jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus, in the applicable prospectus supplement, or any documents incorporated by reference is accurate
only as of the date on the front cover of the applicable document. Our business, financial condition, results of operations and prospects
may have changed since then.
FORWARD-LOOKING
STATEMENTS
This prospectus contains forward-looking
statements. These statements are not historical facts and are based on management’s current view and estimates of future economic
circumstances, industry conditions, company performance and financial results. The words “anticipates,” “believes,”
“estimates,” “expects,” “plans” and similar expressions, as they relate to us, 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 the financial
condition, liquidity or results of operations are examples of forward-looking statements. Forward-looking statements speak only as of
the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
Forward-looking statements
involve only the current view of management and are subject to a number of inherent risks and uncertainties. There is no guarantee that
the expected events, trends or results will actually occur. We caution you that a number of important factors could cause actual results
to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to:
| · | Brazilian political and economic conditions; |
| · | economic conditions in the State of Paraná; |
| · | technical, operational, legal and regulatory conditions related to the provision of electricity services; |
| · | our and the State of Paraná’s ability to successfully implement the proposed transaction
to disperse our share ownership; |
| · | the outcome of lawsuits against us; |
| · | our ability to obtain financing; |
| · | developments in other emerging market countries; |
| · | changes in, or failure to comply with, governmental regulations; |
| · | unfavorable hydrological conditions; |
| · | climate-related developments; |
| · | international economic and political developments; |
| · | any further impacts of the coronavirus (COVID-19) pandemic; and |
| · | the impact of the ongoing conflict in Ukraine and the trade and monetary sanctions that have been imposed
in connection with those developments. |
For additional information
on factors that could cause our actual results to differ from expectations reflected in forward-looking statements, see the section entitled
“Risk Factors” in this prospectus and “Risk Factors” as set forth in our 2022 Form 20-F/A, which is incorporated
by reference herein, or any updates in our current reports on Form 6-K, which may be amended, supplemented or superseded, from time to
time, by other reports that we file with the SEC in the future, or by information in the applicable prospectus supplement.
All forward-looking statements
are expressly qualified in their entirety by this cautionary statement, and you should not place undue reliance on any forward-looking
statement contained in this prospectus.
RISK
FACTORS
Any investment in the Common
Shares involves a high degree of risk. Before purchasing any securities, you should carefully consider and evaluate all of the information
included and incorporated by reference in this prospectus or any applicable prospectus supplement, including the risk factors incorporated
by reference from our most recent annual report on Form 20-F, as updated by other reports and documents we filed or will file
with the SEC after the date of this prospectus that are incorporated by reference herein or in the applicable prospectus supplement.
Additional risk factors that
you should carefully consider may be included in a prospectus supplement or other offering materials relating to an offering of our Common
Shares. We encourage you to read these risk factors in their entirety. In addition to these risks, other risks and uncertainties not presently
known to us or that we currently deem immaterial may also adversely affect our business operations and financial condition. Such risks
could cause actual results to differ materially from anticipated results. This could cause the trading price of the Common Shares to decline,
perhaps significantly, and investors may lose part or all of their investment. You should not purchase the securities described in this
prospectus unless you understand and know you can bear all of the investment risks involved.
In general, investing in the
securities of issuers with operations in emerging market countries such as Brazil involves risks that are different from the risks associated
with investing in the securities of U.S. companies and companies located in other countries with more developed capital markets.
COPEL
We engage in the generation,
transmission, distribution and sale of electricity mainly in the Brazilian State of Paraná, pursuant to concessions granted by
ANEEL, the Brazilian regulatory agency for the electricity sector. While our activities are more concentrated in the Brazilian State of
Paraná, we also operate in ten different Brazilian states through our generation and transmission businesses.
As of December 31, 2022, we
generated electricity from 18 hydroelectric plants, 34 wind plants and one thermoelectric plant, for a total installed capacity of 5,758
MW, of which approximately 99.7% was derived from renewable sources. Including the installed capacity of generation companies in which
we have an equity interest, our total installed capacity was 6,705 MW. On January 30, 2023, we completed the acquisition of the Aventura
and Santa Rosa & Mundo Novo Wind Complexes, which increased our total installed capacity to 6,966 MW. Our electric power business
is subject to comprehensive regulation by ANEEL.
We hold concessions to distribute
electricity in 394 of the 399 municipalities in the State of Paraná and in the municipality of Porto União in the State
of Santa Catarina. As of December 31, 2022, we owned and operated 3,705 km of transmission lines and 208,133 km of distribution lines,
constituting one of the largest distribution grids in Brazil. Below is the distribution of electricity supply in 2022 by consumption class,
including free customers:
| · | 38.7% was to industrial customers; |
| · | 26.0% was to residential customers; |
| · | 19.8% was to commercial customers; and |
| · | 15.5% was to rural and other customers. |
Key elements of our business
strategy are:
| · | Maximize our value through sustainable growth,
profitability, adequate indebtedness levels and shareholder remuneration. |
| · | Seek to be a reference in customer satisfaction. |
| · | Seek profitable opportunities related to new
businesses and services in the energy sector. |
| · | Promote and ensure adherence to best ESG, risk
management and compliance practices. |
| · | Manage an integrated and strategic energy portfolio,
including strategic partnerships and maximizing synergies and profitability. |
| · | Divest from non-strategic assets. |
| · | Pursue excellence in business processes. |
| · | Promote people-focused management, strengthening
team engagement and reinforcing the culture of meritocracy. |
| · | Seek greater protagonism in our interaction with
regulators and institutions. |
| · | Consolidate a culture focused on safety, health
and quality of life. |
| · | Adopt new technologies to optimize our business
and continually raise cybersecurity levels. |
Encourage innovation as a
lever for growth, increased customer satisfaction and loyalty, and process improvement.
Our revenues for each of
the last three fiscal years by activity are described in “Item 5. Operating and Financial Review and Prospects – Results
of operations for the years ended December 31, 2022, 2021 and 2020” of the 2022 Form 20-F/A.
A
significant portion of our assets are tied to the provision of essential public services and thus, pursuant to Brazilian law, are not
available for liquidation in the event of our bankruptcy or attachment as guarantees. As such, assets available to shareholders in the
event of liquidation may significantly decrease if the amount we receive as indemnity in relation to our tied assets is less than their
market value and we are not able to offer these assets as collateral in connection with credit agreements.
Historical Background
We were formed in 1954 by
the State of Paraná to engage in the generation, transmission and distribution of electricity, as part of a plan to bring the electric
energy sector under state control. We acquired the principal private power companies located in the State of Paraná in the early
1970s. From 1970 to 1977, we significantly expanded our transmission and distribution grid and worked to increase the connectivity of
our grid to grids in other Brazilian states. In 1979, a change in state law permitted us to extend our generating activities to include
production from sources other than hydroelectric and thermal power plants.
We are a corporation incorporated
and existing under the laws of Brazil, with the legal name Companhia Paranaense de Energia – Copel. Our head offices are located
at Rua José Izidoro Biazetto, 158 – Bloco A - CEP 81200-240, Curitiba, Paraná, Brazil. Our telephone number at the
head office is +55 (41) 3331-4011. Our website is www.copel.com and any filings we make electronically with the SEC will be available
to the public over the Internet at the SEC’s website.
USE
OF PROCEEDS
Unless otherwise disclosed
in connection with a particular offering of securities, we intend to use the net proceeds from the sale of any securities for general
corporate purposes.
All of the securities offered
by a selling shareholder pursuant to this prospectus and any prospectus supplement will be sold by such selling shareholder for its own
account. We will not receive any of the proceeds from these sales.
SELLING
SHAREHOLDERS
We may register for the sale
of our Common Shares by the selling shareholders by filing a prospectus supplement with the SEC. We may register these securities to permit
the selling shareholders to resell their Common Shares when they deem appropriate. Such selling shareholders may sell equity securities
held by them to or through underwriters, dealers or agents or directly to purchasers or as otherwise set forth in the applicable prospectus
supplement. Unless disclosed otherwise in the applicable prospectus supplement, we may pay certain fees and the expenses incurred in effecting
the registration of the securities covered by this prospectus, including, without limitation, registration and filing fees, and fees and
expenses of our counsel, and the selling shareholders will pay any underwriting or broker discounts and commissions incurred by the selling
shareholders in selling their Common Shares, as well as their own fees and expenses, including those of the selling shareholders’
counsel.
In the event of a secondary
offering, we will not receive any proceeds from the sale of Common Shares by the selling shareholders.
Information concerning the
selling shareholders may change from time to time, and any changed information will be set forth if and when required in the applicable
prospectus supplement. To the extent that this prospectus is used by the selling shareholders to offer or sell any common shares, information
with respect to the selling shareholders and the plan of distribution will be contained in a supplement to this prospectus, in a post-effective
amendment or in filings we make with the SEC under the Exchange Act. The registration of these Common Shares does not mean that the selling
shareholders will sell or otherwise dispose of all or any of those securities.
We cannot provide an estimate
as to the number of shares that will be held by the selling shareholders upon consummation of any offering or offerings covered by this
prospectus because such selling shareholders may offer some, all or none of such shareholder’s Common Shares in any such offering
or offerings. Furthermore, the selling shareholders may have sold, transferred or disposed of the Common Shares covered hereby in transactions
exempt from the registration requirements of the Securities Act since the date on which we filed this prospectus.
We will provide to the selling
shareholders copies of this prospectus and any applicable prospectus supplement and will take certain other actions as are required to
permit unrestricted sales of the common shares to be sold by such selling shareholders.
DESCRIPTION
OF COMMON SHARES
We and the selling shareholders
may from time to time offer under this prospectus our Common Shares.
Common Shares
This description does not
purport to be complete and is qualified by reference to our bylaws and to Law No. 6,404/1976, as amended (the “Brazilian Corporate
Law”). A copy of our bylaws is attached to the current report on Form 6-K, furnished to the SEC on July 11, 2023 and incorporated
by reference herein. We encourage you to read our bylaws and the applicable sections of such current report on Form 6-K for additional
information.
As of the date of this prospectus,
our bylaws authorize the issuance of up to four billion common shares based solely on the approval of the board of directors of Copel
(the “Board of Directors”) without any additional shareholder approval, in this case only as a consequence of capitalization
of profits or profits reserves or due to the issuance of convertible debentures, warranties and stock options plans approved by shareholders
or the selling of common shares in the stock exchange or public subscription of new common shares.
In addition to Common Shares,
we have issued Preferred Class A Shares and Preferred Class B Shares, in accordance with our bylaws. Pursuant to Brazilian Corporate Law,
each preferred share of a class that is admitted to trading on a Brazilian stock exchange must have certain rights under the Company’s
bylaws.
Our bylaws comply with the
directives provided by Brazilian Corporate Law as follows: (i) our Preferred Class A Shares have priority in the distribution of minimum
dividends of 10% per year, pro rata, calculated based on the capital stock represented by such shares on December 31 of
the previous fiscal year; (ii) our Preferred Class B Shares have priority in the distribution of mandatory dividends, pro rata,
in the amount equivalent to 25.0% of our net profits, as adjusted in accordance with the Brazilian Corporate Law, calculated as a proportion
of the capital stock represented by such shares on December 31 of the previous fiscal year; (iii) the dividends paid on Preferred Class
B Shares pursuant to item (ii) above shall be paid only from any remaining profits after the payment of priority dividends to Preferred
Class A Shares; and (iv) the dividends to be paid per preferred share, regardless of the class, shall be at least 10% higher than the
dividends to be paid per Common Share; and (v) both the class A and class B preferred shares will acquire voting rights if, during three
consecutive fiscal years, we fail to pay the priority or minimum dividend to which preferred shares are entitled.
Dividend Payments
In accordance with our bylaws
and Brazilian Corporate Law, we must, except if decided otherwise, pay annual dividends for each fiscal year within sixty days of the
declaration of the dividends at the annual shareholders’ meeting or by the Board of Directors . To the extent amounts are available
for distribution, we are required to distribute as a mandatory dividend an aggregate amount equal to at least 25.0% of our adjusted net
profit. Dividends are allocated pursuant to the formula described in “Dividend Priority of Preferred Class A Shares and Preferred
Class B Shares” below. Brazilian Corporate Law permits a company to suspend the payment of all dividends if the company’s
management reports at the shareholders’ meeting that the distribution would be detrimental to the Company given its financial circumstances.
In such a case, a company with publicly traded securities must submit a report to the Brazilian Securities Commission (the “CVM”)
providing the reasons for the suspension of dividend payments. Brazilian Corporate Law and our bylaws provide that Preferred Class A Shares
and Preferred Class B Shares shall acquire voting rights if we suspend the mandatory the priority or minimum dividend payments for more
than three consecutive fiscal years, and such voting rights will continue until all dividend payments, including back payments, have been
made. We are not subject to any contractual limitations on our ability to pay dividends.
We are required to hold an
annual shareholders’ meeting by April 30 of each year at which, among other things, an annual dividend may be declared by decision
of the shareholders on the recommendation of the management, as approved by the Board of Directors. The payment of annual dividends is
based on the financial statements prepared for the fiscal year ending December 31. Under Brazilian Corporate Law, we must pay dividends
to shareholders of record within 60 days of the date of the shareholders’ meeting that declared the dividends. A shareholders’
resolution may set forth another date of payment, which must occur prior to the end of the fiscal year in which such dividend was declared.
We are not required to adjust the amount of paid-in capital for inflation for the period from the end of the last fiscal year to the date
of declaration or to adjust the amount of the dividend for inflation for the period from the end of the relevant fiscal year to the payment
date.
Pursuant to our bylaws, our
management may declare interim dividends to be paid from profits in our semi-annual financial statements, in accordance with the Company’s
dividend policy and subject to further endorsement by the Shareholders’ Meeting. Any payment of interim dividends counts towards
the mandatory dividend for the year in which the interim dividends were paid. In accordance with our dividends policy, our management
must approve interim dividends and annual dividends every year.
Pursuant to Brazilian Corporate
Law, we may pay interest on equity in lieu of dividends as an alternative form of making distributions to shareholders. We may treat a
payment of interest on equity as a deductible expense for tax purposes, provided that it does not exceed the lesser of:
| · | the total amount resulting from (i) Long-Term Interest Rate (Taxa de Juros a Longo Prazo, or “TJLP”)
multiplied by (ii) the total shareholders’ equity (determined in accordance with Brazilian tax legislation), less certain deductions
prescribed by Brazilian tax legislation; and |
| · | the greater of (i) 50.0% of current net income (after the deduction of social contribution on profits
(Contribuição Social sobre o Lucro Líquido or “CSLL”) and before taking such distributions and
any deductions for corporate income tax) for the year in respect of which the payment is made or (ii) 50.0% of retained earnings and profit
reserves for the year prior to the year in respect of which the payment is made. |
Calculation of Adjusted Net Profit
Annual dividends are payable
from our adjusted net profit for such period. Brazilian Corporate Law defines “net profit” for any fiscal year as the profits
of a fiscal year after the deduction of income and social contribution taxes for that fiscal year and after the deduction of any amounts
allocated to employees’ and management’s participation in our results in such fiscal year. The “net profit” for
a fiscal year is subject to adjustment by the addition or subtraction of amounts allocated to legal and other reserves, the result of
which is referred to as our adjusted net profit.
In accordance with Brazilian
Corporate Law, we must maintain a legal reserve, to which we must allocate a minimum of 5% of our net profits for each fiscal year until
such reserve reaches an amount equal to 20.0% of our capital stock (calculated in accordance with Brazilian Corporate Law). However, we
are not required to make any allocations to our legal reserve in a fiscal year in which the legal reserve, when added to our other established
capital reserves, exceeds 30.0% of our total capital stock. The amounts to be allocated to such reserve must be approved by our shareholders
in a shareholders’ meeting and may be used only for the increase of our capital stock or compensation of losses.
On December 31, 2022, our
legal reserve was R$1,512.7 million, or 14.0% of our capital stock at that date.
In addition to deducting amounts
for the legal reserve, under Brazilian Corporate Law net profit may also be adjusted by deducting amounts allocated to:
| · | the contingency reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified
proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits to a contingency
reserve for anticipated losses that are deemed probable in future years, which amount may be estimated; |
| · | the tax incentives reserve: under Brazilian Corporate Law, our shareholders’ meeting, upon a justified
proposal of our Board of Directors or Board of Executive Officers, may decide to allocate a percentage of our net profits resulting from
government donations or subsidies for investment purposes. |
On the other hand, net profits
may also be increased by:
| · | the reversal of any amounts previously allocated to a contingency reserve in the fiscal year in which
the loss that had been anticipated does not occur as projected or in which the anticipated loss occurs but is lower than the contingency
allocated to it; and |
| · | any amounts included in the unrealized profits reserve that have been realized in the relevant fiscal
year and have not been used to offset losses, as approved by our shareholders’ meeting, upon the proposal of our Board of Directors
or board of executive officers. |
Moreover, our net profits
are also adjusted by adding the realization of amounts registered under “Equity Value Adjustments.” The account “Equity
Value Adjustments” was created as a result of the first-time adoption of IFRS by us in 2010, which caused a fair value revaluation
of certain fixed assets and the adoption of the fair value as its “deemed cost” at that date. The increase of the deemed cost
of fixed assets led to an increase in depreciation costs. Thus, our management has decided to add to the adjusted net profits the realization
of the “Equity Value Adjustments” in order to compensate for effects of the increased depreciation costs. In 2022, our adjusted
net profits used to calculate our dividends was increased by R$36.5 million as a result of said realization.
The amounts available for
distribution are determined on the basis of the financial statements prepared using a method established by Brazilian Corporate Law, which
differ from our audited consolidated financial statements included herein.
Dividend Priority of Preferred Class A Shares and Preferred
Class B Shares
According to our bylaws, our
Preferred Class A Shares and Preferred Class B Shares are entitled to receive annual, non-cumulative minimum dividends, which dividend
per share shall be at least 10% higher than the dividends per share paid to the holders of the Common Shares. Preferred Class A Shares
have a dividend priority over the Preferred Class B Shares, and Preferred Class B Shares have a dividend priority over the Common Shares.
To the extent that dividends are paid, they are to be paid in the following order:
| · | first, the holders of Preferred Class A Shares have the right to receive a minimum dividend equal to 10%
of the total share capital represented by the Preferred Class A Shares outstanding at the end of the fiscal year in respect of which the
dividends have been declared; |
| · | second, to the extent there are additional amounts to be distributed after all amounts allocated to the
Preferred Class A Shares have been paid, the holders of Preferred Class B Shares have the right to receive a minimum dividend per share
equal to (i) the mandatory dividend divided by (ii) the total number of Preferred Class B Shares outstanding at the end of the fiscal
year in respect of which the dividends have been declared; and |
| · | third, to the extent that there are additional amounts to be distributed after all amounts allocated to
the Preferred Class A Shares and the Preferred Class B Shares have been paid, the holders of Common Shares have the right to receive an
amount per share equal to (i) the mandatory dividend divided by (ii) the total number of Common Shares outstanding at the end of the fiscal
year in respect of which dividends have been declared, provided that the Preferred Class A Shares and Preferred Class B Shares receive
dividends per share at least 10% higher than the dividends per share paid to the Common Shares. |
To the extent that there are
additional amounts to be distributed after all amounts described in the preceding items have been paid and in the form therein described,
any such additional amount will be distributed to each class of Shares so that, at the end, a dividend per share equal to each class is
paid, if possible, except for the holders of Common Shares, which shall always receive a dividend per share 10% lower than Preferred Class
A Shares and Preferred Class B Shares.
Meetings of Shareholders
We are required to hold an
annual shareholders’ meeting by April 30 of each year at which, among other things, an annual dividend may be declared by decision
of the shareholders on the recommendation of the management, as approved by the Board of Directors. The payment of annual dividends is
based on the financial statements prepared for the fiscal year ending December 31. Under Brazilian Corporate Law, we must pay dividends
to shareholders of record within 60 days of the date of the shareholders meeting that declared the dividends. A shareholders’ resolution
may set forth another date of payment, which must occur prior to the end of the fiscal year in which such dividend was declared. We are
not required to adjust the amount of paid-in capital for inflation for the period from the end of the last fiscal year to the date of
declaration or to adjust the amount of the dividend for inflation for the period from the end of the relevant fiscal year to the payment
date. Consequently, the amount of dividends paid to our Shareholders may be substantially reduced due to inflation.
Pursuant to Brazilian Corporate
Law, shareholders voting at a general shareholders’ meeting have the power, among other powers, to:
| · | elect or dismiss members of the Board of Directors and members of the Fiscal Council at any time; |
| · | establish the remuneration of senior management and members of the Fiscal Council; |
| · | receive annual reports by management and accept or reject management’s financial statements and
recommendations including the allocation of net profits and the distributable amount for payment of the mandatory dividend and allocation
to the various reserve accounts; |
| · | authorize the issuance of convertible and secured debentures; |
| · | suspend the rights of a shareholder in default of obligations established by law or by the bylaws; |
| · | accept or reject the valuation of assets contributed by a shareholder in consideration for issuance of
capital stock; |
| · | pass resolutions to reorganize our legal form, to merge, consolidate or split us, to dissolve and liquidate
us, to elect and dismiss our liquidators and to examine their accounts; and |
| · | authorize management to file for bankruptcy or to request a judicial restructuring. |
Pursuant to the CVM rules,
the convening of our shareholders’ meeting is made through publication of a notice to shareholders in two newspapers, which are
determined at the previous shareholders’ meeting. Generally, we make such notice in the newspaper Valor Econômico.
The notice must be published no fewer than three times, beginning at least 21 calendar days prior to the scheduled meeting date.
In order for a shareholders’
meeting to be held on first call, shareholders representing at least one- quarter of the voting capital have to be present, except as
otherwise provided for under Brazilian law. If no such quorum is verified, a second meeting may be called by notice given at least 8 calendar
days prior to such meeting and in accordance with the same rules of publication previously described. The quorum requirements will not
apply to a second meeting, subject to the minimum quorum and voting requirements for certain matters, as discussed as follows. A shareholder
without a right to vote may attend a general shareholders’ meeting and take part in the discussion of matters submitted for consideration.
A shareholder may be represented
at a general shareholders’ meeting by a proxy appointed in accordance with applicable Brazilian law not more than one year before
the meeting, who must be a shareholder, a company officer, a lawyer or a financial institution.
Voting Rights
As a general rule, only our
Common Shares are entitled to vote and each Common Share corresponds to one vote. According to Brazilian Corporate Law, minority shareholders
are entitled to appoint and remove at least one member of the Board of Directors, in a separate election, without the participation of
the controlling shareholder, if such minority shareholders hold (i) at least 15% of our voting shares or (ii) at least 10% of our outstanding
non-voting shares. Minority shareholders holding at least 10% of our voting shares are entitled to request that a multiple voting procedure
be adopted, a proceeding that grants each voting share as many votes as there are members of the Board of Directors and the right for
all the voting shareholders to vote for only one candidate or to distribute his votes among several candidates, also in accordance with
the Brazilian Corporate Law.
Our bylaws entitle minority
shareholders that hold voting shares the right to appoint and remove one member of the Board of Directors, in a separate election, regardless
of the voting shares which are held by them as a class, if they haven’t appointed a higher number through a Multiple Vote proceeding
in the general shareholders’ meeting. Moreover, our employees are also entitled to appoint and remove one member of the Board of
Directors. However, if a multiple vote proceeding is adopted and, also, the minority shareholders appoint members of the Board of Directors
through a separate election, the controlling shareholder is entitled to appoint and remove the same number of members appointed and elected
by the minority shareholders and employees, plus one.
Also, according to Brazilian
Corporate Law, members of our Board of Directors who are elected by the non-controlling shareholders have the right to veto (provided
it is duly justified) the appointment of the independent accountant made by the majority of the members of our Board of Directors.
Our minority shareholders
also have the right to appoint members to essential committees. Minority shareholders elect one of three seats on our Investment and Innovation
Committee, two of three members of the Minority Committee, and up to two of the three to five seats on the Nomination and Evaluation Committee.
Holders of Preferred Shares
acquire voting rights if, during three consecutive fiscal years, we fail to pay a fixed or minimum dividend to which the preferred shares
are entitled. If a holder of Preferred Shares acquires voting rights in this manner, such rights will be identical to the voting rights
of a holder of Common Shares and will continue until the dividend is paid.
In accordance with Brazilian
Corporate Law and our bylaws, holders of the Preferred Shares are not entitled to vote at our shareholders’ meetings except with
regard to the following matters for as long as we are listed on the so-called Level 2 segment of B3:
| · | any direct conversion of corporate type into another, consolidation, spin-off or merger of Copel; |
| · | approval of any agreement between our company and our controlling shareholder or parties related to the
controlling shareholder, to the extent that Brazilian Corporate Law or our bylaws require that the agreement be submitted to the approval
of a general shareholders’ meeting; |
| · | the valuation of any assets to be contributed to our Company in payment for shares issued in a capital
increase; |
| · | the appointment of an expert to ascertain the value our shares in connection with (a) a mandatory tender
offer; (b) a delisting and deregistration transaction; or (c) any decision to cease to adhere to the requirements of the Level 2 segment
of B3; |
| · | any change in, or the revocation of, provisions of our bylaws that results in the violation of certain
requirements of the Level 2 segment of B3; |
| · | appointment and removal of a member of the Supervisory Board in a separate election; and |
| · | appointment and removal of a member of the Board of Directors in a separate election, when requested by
shareholders which have preferred shares equal to at least 10% of our total shares. |
Our bylaws also entitle holders
of Preferred Shares to voting rights to changes to provisions in our bylaws aimed to suppress the right set forth in Article 28, XXIX
of our bylaws, which provides for the adoption of the full tariff set by a granting authority. This change would require the approval
of the majority of the Preferred Shares attending the special shareholders’ meeting called for this purpose.
Preemptive Rights
Our shareholders have a general
preemptive right to subscribe for shares in any capital increase, in proportion to his or her ownership, as provided for in the Brazilian
Corporate Law. A minimum period of 30 days following the publication of notice of a capital increase is assured for the exercise of the
right, and the right is transferable. We may issue shares up to the limit of the authorized capital, excluding right of first refusal
to the shareholders, as provided for in the Brazilian Corporate Law and in our bylaws.
Redemption Rights and Rights of Withdrawal
Our common shares and preferred
shares are not redeemable, with the exception that a dissenting shareholder has, under certain circumstances provided for in Brazilian
Corporate Law, the right to withdraw its equity interest from a company and to receive a payment for the portion of shareholder’s
equity attributable to his or her equity interest.
This right of withdrawal arises
if any of the following matters are decided upon at a shareholders’ meeting:
| · | creation of a new class of preferred shares or a disproportionate increase in an existing class of preferred
shares relative to other classes of shares, unless such action is provided for in or authorized by our bylaws, which, as of the date of
this prospectus, is not the case; |
| · | modification to the preference, privilege or conditions for redemption or amortization granted to one
or more classes of preferred shares, or the creation of a new class of preferred shares with greater privileges than the existing classes
of preferred shares; |
| · | reduction of the mandatory dividend; |
| · | consolidation or merger into another company; |
| · | participation in a group of companies (grupo de sociedades), as defined by Brazilian Corporate
Law; |
| · | the transfer of all shares to another company or receipt of shares by another company, in such a way as
to make the company whose shares were transferred a wholly-owned subsidiary of the other; |
| · | changes to our corporate purpose; or |
| · | a spin-off that results in (a) a change to our corporate purpose (unless the spun-off company’s
assets and liabilities are transferred to a company that has substantially the same corporate purpose); (b) a reduction in any mandatory
dividend (although in our case, our preferred shares do not carry mandatory dividends); or (c) any participation in a group of companies. |
The right of withdrawal also
arises if a spin-off or merger occurs but the new company fails to register as a public stock corporation (and, if applicable, fails to
list its shares on the stock exchange) within 120 days of the date of the shareholders’ meeting that approved the spin-off
or merger.
Form and Transfer of Shares
Our shares are maintained
in book-entry form with a transfer agent (“Transfer Agent”). To make a transfer of shares, the Transfer Agent makes an entry
in the register, debits the share account of the transferor and credits the share account of the transferee.
Transfers of shares by foreign
investors are made in the manner described above and are executed by the investor’s local agent on the investor’s behalf.
However, if the original investment was registered with the Central Bank pursuant to a foreign investment mechanism regulated by Resolution
No. 4,373 of the Brazilian National Monetary Council, the foreign investor must declare the transfer in its electronic registration.
A shareholder may choose,
in its individual discretion, to hold its shares through B3. Shares are added to the B3 system through Brazilian institutions that have
clearing accounts with B3. Our shareholder registry indicates which shares are listed on the B3 system. Each participating shareholder
is in turn registered in a register of beneficial shareholders maintained by B3 and is treated in the same manner as the other registered
shareholders.
PLAN
OF DISTRIBUTION
At the time of offering any
securities, we will supplement the following summary of the plan of distribution with a description of the offering, including the particular
terms and conditions thereof, set forth in a prospectus supplement relating to those securities. Each prospectus supplement with respect
to our securities will set forth the terms of the offering of those securities, including the name or names of any selling shareholders,
the name or names of any underwriters or agents, the price of such securities and the net proceeds to us or any selling shareholders from
such sale, any underwriting discounts, commissions or other items constituting underwriters’ or agents’ compensation, any
discount or concessions allowed or reallowed or paid to dealers and any securities exchanges on which those securities may be listed.
We and any selling shareholders
may sell the securities from time to time in their offering as follows:
·
through agents;
·
to dealers or underwriters for resale;
·
directly to purchasers; or
·
through a combination of any of these methods of sale.
We may solicit offers to purchase
securities directly from the public from time to time. We and any selling shareholders, as applicable, may sell securities to one or more
underwriters or dealers acting as principals, who would purchase the securities as principal for resale to the public, either on a firm-commitment
or best-efforts basis. The dealers, who may be deemed to be “underwriters” as that term is defined in the Securities Act,
may then resell those securities to the public.
We may also designate agents
from time to time to solicit offers to purchase securities from the public on our behalf. The prospectus supplement relating to any particular
offering of securities will name any agents designated to solicit offers, and will include information about any commissions we may pay
the agents, in that offering. Agents may be deemed to be “underwriters” as that term is defined in the Securities Act.
If we the selling shareholders
sell securities to underwriters, we and such selling shareholders may execute an underwriting agreement with them at the time of sale
and will name them in the applicable prospectus supplement. In connection with those sales, underwriters may be deemed to have received
compensation from us or a selling shareholder in the form of underwriting discounts or commissions and may also receive commissions from
purchasers of the securities for whom they may act as agents. Underwriters may resell the securities to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions from purchasers
for whom they may act as agents. The applicable prospectus supplement will include any required information about underwriting compensation
we or any selling shareholders pay to underwriters, and any discounts, concessions or commissions underwriters allow to participating
dealers, in connection with an offering of securities.
If we offer securities in
a subscription-rights offering to our existing security holders, we may enter into a standby underwriting agreement with dealers, acting
as standby underwriters. We may pay the standby underwriters a commitment fee for the securities they commit to purchase on a standby
basis. If we do not enter into a standby underwriting arrangement, we may retain a dealer-manager to manage a subscription-rights offering
for us.
We may authorize underwriters,
dealers and agents to solicit from third parties offers to purchase securities under contracts providing for payment and delivery on future
dates. The applicable prospectus supplement will describe the material terms of these contracts, including any conditions to the purchasers’
obligations, and will include any required information about commissions we may pay for soliciting these contracts.
Underwriters, dealers, agents
and other persons may be entitled, under agreements that they may enter into with us any selling shareholders or any other selling shareholders,
to indemnification by us and such selling shareholders, as applicable, against certain liabilities, including liabilities under the Securities
Act.
Unless otherwise indicated
in the prospectus supplement for a particular offering of securities, each series of securities will be a new issue, and there will be
no established trading market for any security prior to its original issue date. We may or may not list any particular series of securities
on a securities exchange or quotation system. No assurance can be given as to the liquidity or trading market for any of the securities.
We or any selling shareholders
may enter into derivative or other hedging transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities covered by this prospectus including securities
pledged by us or any selling shareholders or borrowed
from us, any selling shareholders or others to settle those sales or to close out any related open borrowing of stock and may use securities
received from us in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions
will be an underwriter and, if not identified in this prospectus, will be identified in the applicable prospectus supplement (or in a
post-effective amendment). We or any selling shareholders may also sell Common Shares short using this prospectus and deliver Common Shares
covered by this prospectus to close out such short positions, or loan or pledge Common Shares to financial institutions that in turn may
sell the Common Shares using this prospectus. We or any selling shareholders may pledge or grant a security interest in some or all of
the securities covered by this prospectus to support a derivative or hedging position or other obligation and, if we or any selling shareholders
default in the performance of our/their obligations, the pledgees or secured parties may offer and sell the securities from time to time
pursuant to this prospectus.
Unless otherwise indicated
in the prospectus supplement, we or any selling shareholders will authorize underwriters, dealers or agents to solicit offers from various
institutional investors to purchase securities. In this case, payment and delivery will be made on a future date that the prospectus supplement
specifies. The underwriters, dealers or agents may impose limitations on the minimum amount that the institutional investor can purchase.
They may also impose limitations on the portion of the aggregate amount of the securities that they may sell. These institutional investors
include (i) commercial and savings banks; (ii) insurance companies; (iii) pension funds; (iv) investment companies; (v) educational and
charitable institutions; and (vi) other similar institutions as we or any selling shareholders may approve.
Agreements that we or any
selling shareholders have entered into or may enter into with underwriters, dealers or agents may entitle them to indemnification by us
against various civil liabilities. These include liabilities under the Securities Act, as amended. The agreements may also entitle them
to contribution for payments which they may be required to make as a result of these liabilities. Underwriters, dealers or agents may
be customers of, engage in transactions with, or perform services for, us in the ordinary course of business.
EXPERTS
The financial statements of
Copel as of December 31, 2022 and 2021, and for each of the three years in the period ended December 31, 2022, incorporated by reference
in this prospectus, and the effectiveness of Copel’s internal control over financial reporting have been audited by Deloitte Touche
Tohmatsu Auditores Independentes Ltda., an independent registered public accounting firm, as stated in their reports. Such financial statements
are incorporated by reference in reliance upon the reports of such firm given upon their authority as experts in auditing and accounting.
LEGAL
MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters with respect to U.S. federal and New York State law will be passed upon
for us by Cleary Gottlieb Steen & Hamilton LLP. The validity of the Common Shares will be passed upon for us by Stocche Forbes
Advogados or any other law firm named in the applicable prospectus supplement as to certain matters of Brazilian law. Any underwriters
will also be advised about certain legal matters by their own counsel, which will be named in any applicable prospectus supplement.
ENFORCEABILITY
OF CIVIL LIABILITIES
Copel is a sociedade de
economia mista organized under the laws of the Federative Republic of Brazil. All of our directors and officers reside in Brazil.
Substantially all of our assets, as well as the assets of these persons, are located in Brazil. As a result, it may not be possible for
holders of our Common Shares to effect service of process upon us or our directors and officers within the United States or other jurisdictions
outside Brazil, attach their assets or enforce against us or our directors and officers judgments obtained in the United States or other
jurisdictions outside of Brazil. Because judgments of U.S. courts for civil liabilities based upon the U.S. federal securities laws may
only be enforced in Brazil if certain requirements are met, holders of our Common Shares may face greater difficulties in protecting their
interest in actions against us or our directors and officers than would shareholders of a corporation incorporated in a state or other
jurisdiction of the United States.
Stocche Forbes Advogados,
Copel’s special counsel, has advised Copel that, subject to the requirements described below, judgments of United States courts
for civil liabilities based upon the United States federal securities laws may be enforced in Brazil. A judgment against Copel or the
other persons described above obtained outside Brazil would be enforceable in Brazil, without reconsideration of the merits, only if the
judgment satisfies certain requirements and receives confirmation from the Brazilian Superior Court of Justice (Superior Tribunal de
Justiça), provided that such confirmation will be granted, in accordance with Article 15 of Decree Law No. 4,657/42 and Articles
963 and 964 of the Brazilian Code of Civil Procedure (Código de Processo Civil). The foreign judgment will only be confirmed
if:
| · | it fulfills all formalities required for its enforceability under the laws of the country where the foreign
judgment is granted; |
| · | it was issued by a competent court in the jurisdiction where the judgment was awarded after service of
process was properly made in accordance with applicable law, or after sufficient evidence of the company’s absence has been given,
as required under applicable law; |
| · | it is final and binding and, therefore, not subject to appeal in the jurisdiction where it was issued; |
| · | does not conflict with a final and unappealable decision issued by a Brazilian court on the same matter,
based on the same grounds and involving the same parties, cause of action and claims (res judicata); |
| · | it must be apostilled by a competent authority of the state from which the document emanates according
to the Hague Convention of 5 October 1961 Abolishing the Requirement of Legalization for Foreign Public Documents and it shall have been
registered with the appropriate Registry of Titles and Deeds (Registro de Títulos e Documentos) in Brazil, with its respective
Portuguese sworn translation; |
| · | if such State is not signatory of the Hague Convention, it must be duly authenticated by a competent Brazilian
consulate, and is accompanied by a sworn translation into Portuguese, unless an exemption is provided by an international treaty to which
Brazil is a signatory; and |
| · | it is not contrary to Brazilian national sovereignty, human dignity, public policy or good morals. |
Notwithstanding the foregoing,
no assurance can be given that such confirmation would be obtained, that the process described above could be conducted in a timely manner
or that a Brazilian court would enforce a monetary judgment for violation of the U.S. securities laws with respect to any securities issued
by Copel.
Stocche Forbes Advogados has
also advised Copel that:
| · | original actions based on the U.S. federal securities laws may be brought in Brazilian courts and that,
subject to Brazilian public policy and national sovereignty, Brazilian courts may enforce liabilities in such actions against Copel, certain
of its directors and officers and the advisors named herein; |
| · | a plaintiff, (Brazilian or not) that resides outside Brazil or is outside Brazil during the course of
the litigation in Brazil, and owns no real property in Brazil, must provide a bond sufficient to guarantee court costs and legal fees,
including the defendant’s attorneys’ fees, as determined by the Brazilian court, in connection with litigation in Brazil,
except: (1) when an exemption is provided by an international agreement or treaty that Brazil is a signatory; (2) in the case of claims
for collection on a título executivo extrajudicial (an instrument which may be enforced in Brazilian courts without a review
on the merits); (3) in the case of the enforcement of a foreign judgment which has been confirmed by the Brazilian Superior Court of Justice,
in each case, as set forth under Articles 963 and 964 of the Brazilian Civil Procedure Code; and (4) counterclaims; |
| · | If proceedings are brought before Brazilian courts seeking to enforce obligations, any payment to fulfill
any obligations determined by a Brazilian judgment must be made in Brazilian reais; |
| · | Law No. 11,101/05, the Brazilian law generally applicable for judicial and extrajudicial reorganization
proceedings and bankruptcy liquidation proceedings of business companies, is not applicable to mixed capital companies, such as Copel,
and does not provide whether the federal government of Brazil is liable for Copel’s obligations in the event of a bankruptcy liquidation.
However, the Brazilian Federal Constitution establishes that mixed capital companies, which operate a commercial business, are subject
to the legal regime applicable to private corporations in respect of civil, commercial, labor and tax matters; this provision may be interpreted
as making Law No. 11,101/05 applicable to Copel. In any case, Law No. 12,767/12 provides that judicial and extrajudicial reorganization
proceedings do not apply to public entity concessionaires in the electrical sector until the termination of the relevant concessions;
and |
| · | A substantial portion of Copel’s assets may be deemed by Brazilian courts as assets linked to the
provision of public services. In that case, those assets may not be available in the context of a bankruptcy liquidation or attachment
to secure a judgment. Moreover, assets linked to the provision of public services revert to the Brazilian Government at the end of the
concession tenor. Although the Brazilian Government would in such circumstances be under an obligation to compensate us in respect of
the reversion of these assets, we cannot assure you that the level of compensation received would equal the market value of the assets
and, accordingly, our financial condition could be affected. |
WHERE
YOU CAN FIND MORE INFORMATION
We have filed a registration
statement (including amendments and exhibits to the registration statement) with the SEC on Form F-3 under the Securities Act relating
to the securities offered by this prospectus. This prospectus, which is a part of that registration statement, does not contain all of
the information set forth in the registration statement. For more information with respect to our company and the securities offered by
this prospectus, you should refer to the registration statement and to the exhibits filed with it. Statements contained or incorporated
by reference in this prospectus regarding the contents of any contract or other document are not necessarily complete, and, where the
contract or other document is an exhibit to the registration statement or incorporated or deemed to be incorporated by reference, each
of these statements is qualified in all respects by the provisions of the actual contract or other document.
We are subject to the information
requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), applicable to a foreign private
issuer, and accordingly file or furnish reports, including annual reports on Form 20-F, reports on Form 6-K and other information with
the SEC. Any filings we make electronically will be available to the public over the Internet at the SEC’s web site at http://www.sec.gov.
These reports and other information may also be inspected and copied at the offices of the NYSE at 11 Wall St, New York, New York 10005.
The information contained on, or accessible through, such website is not incorporated by reference into this prospectus and should not
be considered a part of this prospectus or any prospectus supplement. We are also subject to the information requirements of the B3 and
the Brazilian Securities Commission (Comissão de Valores Mobiliários), or the CVM. Our public filings with the B3
are electronically available from the B3’s website at www.b3.com.br. The information contained on, or accessible through, such website
is not incorporated by reference into this prospectus and should not be considered a part of this prospectus or any prospectus supplement.
As a foreign private issuer,
we are exempt under the Exchange Act from, among other things, the rules prescribing the furnishing and content of proxy statements and
our executive officers, directors and principal shareholders are exempt from reporting and short swing profit recovery provisions contained
in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. You may
request a copy of our SEC filings, at no cost, by contacting us at our headquarters at Rua José Izidoro Biazetto, 158, Bloco A
- 81200-240 - Curitiba, Paraná, Brazil. Our investor relations office can be reached at +55 41 3331 4011.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with it, which means that we can disclose important information to you by referring you to
those documents. The information incorporated by reference is considered to be part of this prospectus, and certain later information
that we file with the SEC will automatically update and supersede earlier information filed with the SEC or included in this prospectus
or a prospectus supplement.
Copel is incorporating by
reference into this prospectus the following documents that it has filed with the SEC:
| · | Any future filings of Copel on Form 20-F made with the SEC after the date of this prospectus and prior
to the termination of the offering of the securities offered by this prospectus, and any future reports of Copel on Form 6-K furnished
to the SEC during that period that are identified in those forms as being incorporated by reference into this prospectus. |
Unless expressly incorporated
by reference herein, nothing in this prospectus shall be deemed to incorporate by reference information furnished to, but not filed with,
the SEC.
Any statement contained in
any document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained in this prospectus or any prospectus supplement modifies or supersedes such statement. Any statement so modified
or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We will provide without charge
to any person to whom a copy of this prospectus is delivered, upon the written or oral request of any such person, a copy of any or all
of the documents referred to above which have been or may be incorporated herein by reference, other than exhibits to such documents (unless
such exhibits are specifically incorporated by reference in such documents). Requests should be directed to Copel’s Investor Relations
Department located at ri@copel.com.
EX-FILING FEES
EXHIBIT 107
The prospectus supplement to which
this Exhibit is attached is a final prospectus for the related offering. The maximum aggregate offering price of that offering is U.S.$
1,060,998,372.00. For purposes of calculating registration fee, total amounts in reais have been translated into U.S. dollars at the selling
rate reported by the Brazilian Central Bank (Banco Central do Brasil) (“Central Bank”) as of August 8, 2023, which was R$4.9211
to U.S.$1.00.
| |
Security Type |
Security
Class
Title(1) |
Fee
Calculation
Rule |
Amount
Registered |
Proposed
Maximum
Offering Price
Per Common Share |
Maximum
Aggregate
Offering Price |
Fee Rate |
Amount of
Registration Fee(1) |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
effective
date |
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward |
| Newly Registered Securities |
| Fees to Be Paid |
Equity |
Common Shares |
457(r) |
631,546,650 (2) |
$1.68 |
$1,060,998,372.00 |
$110.20 per $1,000,000 |
$116,922.02 |
|
|
|
|
| Fees Previously Paid |
N/A |
N/A |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
|
|
| Carry Forward Securities |
| Carry Forward Securities |
N/A |
N/A |
N/A |
N/A |
|
N/A |
|
|
N/A |
N/A |
N/A |
N/A |
| |
Total Offering Amounts |
|
(1) |
|
$1,060,998,372.00 |
|
|
|
|
| |
Total Fees Previously Paid |
|
|
|
N/A |
|
|
|
|
| |
Total Fees Offset |
|
|
|
N/A |
|
|
|
|
| |
Net Fee Due |
|
|
|
$116,922.02 |
|
|
|
|
| (1) | Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended. Represents deferred
payment of registration fees in connection with the registrant’s Registration Statement on Form F-3 (Registration No. 333-273432)
being paid herewith. |
| (2) | Includes 82,375,650 common shares that may be offered upon exercise of the underwriters’ over-allotment
option to purchase additional common shares. |
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