EBR Centrais Eletricas Brasileiras SA Eletrobras

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of March, 2023

 

Commission File Number 1-34129

 

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CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

1 CA/CAAS Rua da Quitanda, no. 196, 25th floor. 22210-030 Rio de Janeiro - RJ     RCA 972, of 03.24.2023

 

 

 

CERTIFICATE

MINUTES OF THE NINE HUNDRED AND SEVENTY-SECOND MEETING OF THE BOARD OF DIRECTORS OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS

 

 

NIRE 3330034676-7/CNPJ nº 00001180/0001-26

 

It certifies, for all due purposes, that the 972nd meeting of the Board of Directors of Centrais Elétricas Brasileiras S.A. – Eletrobras (“Company” or “Eletrobras”) was installed at 09:30 am on the twenty-fourth day of March in the year two thousand and twenty-three, with the closure of works registered on the same day at 12:30 pm. The meeting took place at the main office of Eletrobras, located at Rua da Quitanda, nº 196, 25th floor, Downtown, Rio de Janeiro – RJ. Board member IVAN DE SOUZA MONTEIRO (ISM) assumed the chairmanship of the meeting in person. Board Members CARLOS EDUARDO RODRIGUES PEREIRA (CRP), DANIEL ALVES FERREIRA (DAF), FELIPE VILLELA DIAS (FVD), MARCELO DE SIQUEIRA FREITAS (MSF), MARCELO GASPARINO DA SILVA (MGS), MARISETE FÁTIMA DADALD PEREIRA (MFP), PEDRO BATISTA DE LIMA FILHO (PBL) and VICENTE FALCONI CAMPOS (VFC) attended the meeting in person. There was no record of absence from the meeting, understood as non-participation in any segment of the conclave. The council was chaired by the Superintendent of Governance BRUNO KLAPPER LOPES (BKL) with the support of the Secretary of Governance FERNANDO KHOURY FRANCISCO JUNIOR (FKJ). The President WILSON FERREIRA JR (WFJ) and the Legal Director JOSÉ EDUARDO GUIMARÃES BARROS (JGB) attended the meeting in person, as guests. INSTRUCTION: The support material was made available to Directors through the Governance Portal. INSTALLATION AND DELIBERATION QUORUMS: As per art. 25, caput, of the Bylaws of Eletrobras, the deliberations of this conclave must take place in the presence of the majority of its members, and its deliberations must be taken, as a general rule, by the majority of those present, except for the cases of qualified quorum portrayed in art. 26 of the Bylaws. The meeting was installed with the presence of nine members, in compliance with the minimum installation quorum of five members, and with a minimum quorum for taking resolutions of five members, except in cases where there is an explicit record of a change in the quorum of those present at the time of the deliberation. The prior declaration of conflict of interests by the Director and/or his momentary absence from the conclave entails his subtraction for purposes of calculating the minimum quorum for the respective deliberation. DECISION: (i) Calling of the 63rd Ordinary General Meeting of Centrais Elétricas Brasileiras S.A. DEL 034, of 03.23.2023. RES 153, of 03.23.2023. The Board of Directors of Centrais Elétricas Brasileiras S.A. – Eletrobras, in the exercise of its attributions, substantiated in the presentation of the rapporteurs, in the favorable opinion issued by the People Committee in its meeting of nº 41 held on 03.22.2023, in the support material and in the documents below, RESOLVED: of Executive Board Resolution No. 153, of 03.23.2023; ➢ Executive Summary DC-004, of 03.24.2023; and ➢ Certificate RCPES 041, of 03.22.2023; 1. Submit, for consideration by the Board of Directors of Eletrobras, a proposal for the overall compensation of the managers for the period from April 2023 to March 2024, as approved by the members of the People Committee, (CPES), considering that said proposal was prepared in accordance with the guidelines established by Eletrobras' internal policies, observing the remuneration model approved at the 184th Extraordinary General Meeting of Eletrobras and with the support of a specialized external consultancy; 2. To authorize the convening of the 63rd Ordinary General Meeting of Shareholders of Eletrobras, to be held on April 27, 2023, as per the Management Proposal and Call Notice attached, with the following agenda: a. take the management accounts, examine, discuss and vote on the Management Report and the Complete Annual Financial Statements of the Company, related to the fiscal year ended on December 31, 2022; a. resolve on the proposal of the Company's management for the allocation of the result related to the fiscal year ended on December 31, 2022 and the distribution of dividends; c. establish the global annual compensation of the managers, members of the advisory committees to the Board of Directors and members of the Fiscal Council (if installed) for the period from April 2023 to March 2024; 3. Determine that the Governance, Risks and Compliance Board – DC, through the Governance Superintendence – DCC, the Strategic Governance and Intelligence Department – DCGE and the Governance Secretariat – DCCG, the Financial and Investor Relations Board - DF, through the Investor Relations Superintendence – DFR, the Legal Board – DJ, through the Legal Superintendence – DJJ and the Legal Advisory Department – DJJC, and the Executive Secretariat – DCGS adopt, after due approval by the Board of Directors Management of Eletrobras, pursuant to article 31, item VI, of the Bylaws, in their respective areas of activity, the necessary measures to call the 63rd Ordinary General Meeting of Shareholders of Eletrobras, to be held according to the Management Proposal and Call Notice. Deliberative Quorum: Unanimity. Closing and drawing up of the certificate of the minutes: It is hereby registered that the material pertaining to the items resolved at this meeting of the Board of Directors is filed at the Company's headquarters. There being no further business on DEL-034/2023, President IVAN DE SOUZA MONTEIRO concluded the related work and ordered the Governance Secretary of the Board to draw up this Certificate which, after being read and approved, is signed by the Governance Secretary. The other matters dealt with in this meeting were omitted in this certificate, for legitimate precaution, supported by the Management's duty of secrecy, in accordance with the caput of article 155 of Law 6,404/76, given that they relate to interests that are merely internal to the Company, placing therefore, outside the scope of the norm contained in § 1 of article 142 of the aforementioned Law. Attending: Chairman IVAN DE SOUZA MONTEIRO; Board Members CARLOS EDUARDO RODRIGUES PEREIRA, DANIEL ALVES FERREIRA, FELIPE VILLELA DIAS, MARCELO DE SIQUEIRA FREITAS, MARCELO GASPARINO DA SILVA, MARISETE FÁTIMA DADALD PEREIRA, PEDRO BATISTA DE LIMA FILHO, VICENTE FALCONI CAMPOS; Governance Officer: BRUNO KLAPPER LOPES; Governance Secretary: FERNANDO KHOURY FRANCISCO JUNIOR.

 

Rio de Janeiro, March 31, 2023.

 

 

 

FERNANDO KHOURY FRANCISCO JUNIOR

Governance Secretary

 

 

 

DEL-034/2023. Information Classification: Confidential Classification of the information and the review of its classification, including after the resolution, are the duties of the manager of the organizational unit responsible for the matter, pursuant to item 6.2.2 of Standard EDO-03/2017, approved by RES-453/2017.

 

 

SIGNATURE

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 31, 2023

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
By:	/S/ Elvira Baracuhy Cavalcanti Presta
	Elvira Baracuhy Cavalcanti Presta CFO and Investor Relations Officer

 

 

FORWARD-LOOKING STATEMENTS

 

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

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