SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of December, 2022
Commission File Number 1-34129
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____
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS
(Publicly-held company)
CNPJ/ME No. 00.001.180/0001-26
CALL
NOTICE
185th Shareholders Meeting
We hereby call
on the Shareholders of Centrais Elétricas Brasileiras S.A - Eletrobras ("Eletrobras" or "Company")
to attend the Shareholders Meeting (“Shareholders Meeting”), to be held on exclusively remotely, pursuant to
article 124, § 2-A, of Law No. 6.404, of December 15, 1976 (“Brazilian Corporate Law”), article 5, §2, I,
and article 28, §§ 2 e 3 of CVM Resolution No. 81, of March 29, 2022 (“CVM Resolution 81”), and article 18,
§ 1, of the Company’s Bylaws, to be held on January 05, 2023, at 2:00 pm, through
the digital platform Zoom (“Digital Platform”), to resolve on the Agenda below.
Agenda
To resolve on:
| 1. | Redemption of Class A Preferred Shares |
| (i) | as authorized by article 16 of the Company’s Bylaws,
the redemption of all the "class A" preferred shares issued by the Company ("Class A Preferred Shares”) in
the amount of BRL 48.4502 per Class A Preferred Share, and the consequent cancellation of the redeemed Class A Preferred Shares (“Redemption
of Class A Preferred Shares”); and |
| (ii) | subject to the approval of the resolution in sub-item 1(i)
above, the amendment to the Bylaws to reflect the Redemption of Class A Preferred Shares, more specifically, the amendment to the caption
of article 4 and item II of paragraph 1 of article 11, caption, paragraphs 4 and 5, and the exclusion of paragraph 1 of article 11. |
| (i) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (ii) to (vii) below, to approve the Protocol and Justification of the Merger of Shares, entered into
between the officers of the Company and the officers of Companhia Hidro Elétrica do São Francisco ("CHESF"),
which sets forth the terms and conditions of the merger of all shares issued by CHESF into the Company ("CHESF Merger of Shares"
and "CHESF Protocol and Justification", respectively); |
| (ii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-item (i) above, ratify the appointment of Taticca Auditores Independentes S.S. ("Taticca")
as the appraisal firm responsible for preparing the appraisal reports on the net book value of the shares issued by the Company ("Eletrobras
Accounting Appraisal Report") and by CHESF (“CHESF Accounting Appraisal Report”); |
| (iii) | subject to the to the approval of the resolutions in item
6 below and the resolution in sub-items (i) to (iii) above, to approve the Eletrobras Accounting Appraisal Report and the CHESF Accounting
Appraisal Report; |
| (iv) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iii) above, ratify the appointment of Ernst & Young Assessoria Empresarial Ltda. (“EY”)
as the appraisal firm responsible for preparing the appraisal report, for the purposes of article 264 of the Brazilian Corporate Law,
of the Company ("Eletrobras Article 264 Appraisal Report") and of CHESF ("CHESF Article 264 Appraisal Report"); |
| (v) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iv) above, approve the Eletrobras Article 264 Appraisal Report and CHESF Article 264 Appraisal
Report; |
| (vi) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (v) above, approve the CHESF Merger of Shares, pursuant to the CHESF Protocol and Justification,
with the consequent increase of the Company's capital stock in the total amount of BRL 91,895,173.09, equivalent to the net book
value of the shares issued by CHESF not yet held by the Company and that, as a result of the CHESF Merger of Shares, will be held by the
Company, such value having been determined in the CHESF Accounting Appraisal Report, with the consequent issuance of 1,886,189 new common
shares by the Company, all book-entry and without par value, with the same rights and obligations currently attributed to the common shares
already issued by the Company, including participation in the results of the current fiscal year; and |
| (vii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (vi) above, to authorize the Company's officers to deliver the shares issued within the Company's
capital increase resulting from the CHESF Merger of Shares, to CHESF's shareholders, represented by their respective officers, pursuant
to article 252, paragraph 2, of the Brazilian Corporate Law. |
| 3. | CGT Eletrosul Merger of Shares |
| (i) | subject to the approval of the resolutions provided for in item 6 below and in sub-items
(ii) to (vii) below, to approve the Protocol and Justification of the Merger of Shares, entered into between the directors of the Company
and the directors of Companhia de Geração e Transmissão de Energia Elétrica do Sul do Brasil ("CGT
Eletrosul"), which establishes the terms and conditions of the merger of all shares issued by CGT Eletrosul into the Company
("CGT Eletrosul Merger of Shares" and "CGT Eletrosul Protocol and Justification", respectively); |
| (ii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-item (i) above, ratify the appointment of Taticca as the appraisal company responsible for preparing the
appraisal reports on the net book equity value of the shares issued by the Company and CGT Eletrosul (“CGT Eletrosul Account
Appraisal Report”); |
| (iii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-item (i) and (ii) above, approve the Eletrobras Accounting Appraisal Report (if it has not already been approved
under the terms of sub-item (iii) of item 2 above) and the CGT Eletrosul Accounting Appraisal Report; |
| (iv) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iii) above, ratify the appointment of Ernst & Young Assessoria Empresarial Ltda. (“EY”)
as the appraisal firm responsible for preparing the appraisal reports, for the purposes of article 264 of the Brazilian Corporate Law,
of the Company ("Eletrobras Article 264 Appraisal Report") and of CGT Eletrosul ("CGT Eletrosul Article 264 Appraisal
Report”); |
| (v) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iv) above, approve the Eletrobras Article 264 Appraisal Report (if it has not already been approved
under the terms of sub-item (v) of item 2 above) and the CGT Eletrosul Article 264 Appraisal Report; |
| (vi) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (v) above, approve CTG Eletrosul Merger Share, pursuant to the CGT Eletrosul Protocol and Justification,
with the consequent increase of the Company’s capital stock and in the total amount of BRL 3,836,285.00, equivalent to the value
of the book equity of shares issued by CGT Eletrosul not yet held by the Company and which, as a result of the Merger of CGT Eletrosul,
will be held by the Company, such value having been determined in the CTG Eletrosul Accounting Appraisal Report, with the consequent issuance
of 78,741 new common shares by the Company, all book-entry and with no par value, with the same rights and obligations currently assigned
to the common shares already issued by the Company, including participation in the results of the current fiscal year; and |
| (vii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (vi) above, authorize the Company’s directors to deliver the shares issued within the Company’s
capital increase resulting from the CGT Eletrosul Shares Merger, to the shareholders of CGT Eletrosul, represented by their respective
directors pursuant to article 252, paragraph 2, of the Brazilian Corporate Law. |
| 4. | Furnas Merger of Shares |
| (i) | subject to the approval of the resolutions provided for
in item 6 below and the resolutions in sub-items (ii) to (vii) below, approve the Protocol and Justification of Shares Merger, entered
into between the directors of the Company and the directors of Companhia de Geração e Furnas Centrais Elétricas S.A.
(“Furnas”), establishing the terms and conditions for the incorporation of all shares issued by Furnas by the Company
(“Furnas Merger of Shares” and “Furnas Protocol and Justification”, respectively); |
| (ii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-item (i) above for preparing the appraisal reports on the net book value of the shares issued by the Company
and Furnas (“Furnas Accounting Appraisal Report”); |
| (iii) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) and (ii) above, to approve the Eletrobras Accounting Appraisal Report (if it has not already been
approved under sub-item (iii) of items 2 or 3 above) and the Furnas Accounting Appraisal Report; |
| (iv) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iii) above, ratify the appointment of Ernst & Young Assessoria Empresarial Ltda. (“EY”)
as the appraisal firm responsible for preparing the appraisal reports, for the purposes of article 264 of the Brazilian Corporate Law,
of the Company ("Eletrobras Article 264 Appraisal Report") and of Furnas ("Furnas Article 264 Appraisal Report”); |
| (v) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iv) above, approve the Eletrobras Article 264 Appraisal Report (if it has not already been approved
under sub-item (v) of items 2 or 3 above) and the Furnas Article 264 Appraisal Report; |
| (vi) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (v) above, to approve the Furnas Merger of Shares, pursuant to the terms of the Furnas Protocol
and Justification, with the consequent increase in the Company's capital stock to a total value between BRL 119,360,374.59 and BRL 157,694,180.25,
equivalent to the net book value of the shares issued by Furnas not yet held by the Company and which, as a result of the Furnas Merger
of Shares, shall be held by the Company, such value having been ascertained in the Furnas Accounting Appraisal Report, with the consequent
issue of 2,449,925 to 3,236,743 new common shares by the Company, all book-entry, without par value, with the same rights and obligations
currently attributed to the common shares already issued by the Company, including profit sharing for the current fiscal year. The effective
numbers of the value of the increase and shares within the range indicated above will be fixed based on the parameters indicated in the
Management Proposal; and |
| (vii) | subject to the approval of the resolutions in item 6 below
and in sub-items (i) to (vi) above, to authorize the Company's officers to deliver the shares issued within the Company's capital increase
resulting from the Furnas Merger of Shares to the shareholders of Furnas, represented by their respective officers, pursuant to article
252, paragraph 2, of the Brazilian Corporate Law. |
| 5. | Eletronorte Merger of Shares |
| (i) | subject to the approval of the resolution provided for
in item 6 below and in sub-items (ii) to (vii) below, to approve the Protocol and Justification of the Merger of Shares, entered into
between the officers of the Company and the officers of Centrais Elétricas do Norte do Brasil ("Eletronorte"),
which establishes the terms and conditions of the merger of all shares issued by Furnas into the Company ("Eletronorte Merger
of Shares" and "Eletronorte Protocol and Justification", respectively; with CHESF Merger of Shares, CGT Eletrosul
Merger of Shares; Furnas Merger of Shares; and Eletronorte Merger of Shares being joint referred to as the “Merger of Shares”;
and the CHESF Protocol and Justification, CGT Eletrosul Protocol and Justification, Furnas Protocol and Justification and Eletronorte
Protocol and Justification being jointly referred to as the “Protocols and Justifications”); |
| (ii) | subject to the approval of the resolution provided for
in item 6 below and the resolution in sub-item (i) above, ratify the appointment of Taticca as the appraisal company responsible for preparing
the appraisal reports on the net book value of the shares issued by the Company and Eletronorte ("Eletronorte Accounting Appraisal
Report”); |
| (iii) | subject to the approval of the resolution provided for
in item 6 below and the in sub-items (i) and (ii) above, approve the Eletrobras Accounting Appraisal Report (if not already approved under
sub-item (iii) of item 2, 3 or 4 above) and the Eletronorte Accounting Appraisal Report; |
| (iv) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iii) above, ratify the appointment of Ernst & Young Assessoria Empresarial Ltda. (“EY”)
as the appraisal firm responsible for preparing the appraisal reports, for the purposes of article 264 of the Brazilian Corporate Law,
of the Company ("Eletrobras Article 264 Appraisal Report") and of Eletronorte ("Eletronorte Article 264 Appraisal
Report”); |
| (v) | subject to the approval of the resolutions provided for
in item 6 below and in sub-items (i) to (iv) above, approve the Eletrobras Article 264 Appraisal Report (if it has not already been approved
under sub-item (v) of items 2, 3 or 4 above) and the Eletronorte Article 264 Appraisal Report; |
| (vi) | subject to the approval of the resolution provided for
in item 6 below and of the resolutions in sub-items (i) to (v) above, to approve the Eletronorte Merger of Shares, pursuant to the Eletronorte
Protocol and Justification, with the consequent increase in the Company's
capital stock in the total amount of BRL 70,993,677.08, equivalent to the net book value of the shares issued by Eletronorte not yet held
by the Company and which, as a result of the Eletronorte Merger of Shares, will be held by the Company, such value having been determined
in the Eletronorte Accounting Appraisal Report, with the consequent issuance of 1,457,177 new common shares by the Company, all book-entry
and with no par value, with the same rights and obligations currently attributed to the common shares already issued by the Company, including
the participation in the results of the current fiscal year; |
| (vii) | subject to the approval of the resolutions provided for
in sub-items (i) to (vi) above, to authorize the Company's directors to deliver the shares issued within the Company's capital increase
resulting from the Eletronorte Merger of Shares, to Eletronorte's shareholders, represented by their respective officers, pursuant to
article 252, paragraph 2, of the Brazilian Corporate Law. |
| 6. | Reform and Consolidation of the Bylaws |
If any of the resolutions in items 2 to
5 above are approved, approve the amendment to the caption of article 4 of the Company's Bylaws due to the Company's capital increase
resulting from the Share Mergers that have been approved by the shareholders; as well as approve the consolidation of the Company's Bylaws
considering all the amendments approved by the shareholders in this meeting.
The resolution on the Agenda by the Company’s
shareholders is aimed to achieve Eletrobras’ objective to: (i) simplify and rationalize the shareholder base with the Redemption
of the Class A Preferred Shares; and (ii) carry out the incorporation of shares of the Subsidiaries by Eletrobras, for the perception
of synergy and operational gains, as well as the simplification and improvement of the organizational and governance structures of the
companies involved, with the consequent improvement of the companies’ positioning in the Market, as better explained in the Protocols
and Justifications.
The matters will be put to the vote for the Company’s
shareholders in distinct groups of resolutions, as indicated below, so that the approval of matters in a single group of resolutions will
only be effective if all other matters in the same block are approved; without, however, the non-approval of a group of resolutions preventing
the effectiveness of the approval of the other blocks, as follows:
| (a) | All the sub-items of item 1 above (Redemption of Class
A Preferred Shares) will be considered as part of the same group of resolutions, regardless of the other matters submitted to a vote; |
| (b) | all the sub-items of the item 2 above (CHESF Merger of
Shares), as well as the item of the item 6 above, will be considered as part of the same group of resolutions and independent of other
matters submitted to a vote; |
| (c) | all the sub-items of the item 3 above (CGT Eletrosul Merger
of Shares), as well as the item of the item 6 above, will be considered as part of the same group of resolutions and independent of other
matters submitted to a vote; |
| (d) | all the sub-items of the item 4 above (Furnas Merger of
Shares), as well as the item of the item 6 above, will be considered as part of the same group of resolutions and independent of other
matters submitted to a vote; and |
| (e) | all the sub-items of the item 5 above (Eletronorte Merger
of Shares), as well as the item of the item 6 above will be considered as part of the same group of resolutions and independent of other
matters submitted to a vote. |
The groups of resolutions of matter mentioned above
will be put to a vote of the Company’s shareholders in the order presented above.
Thus: (i) if one of the sub-items of the group of resolutions
described in items (a) to (e) above is not approved, the approval of the other sub-items of the same group of resolutions will
be considered void; and (ii) the approval of a group of resolutions can occur independently of the approval of another group of resolutions.
Digital Meeting and Voting Ballot
The Company’s decision to hold the EGM exclusively
digitally, under the terms of article 124, §2-A, of the Brazilian Corporate Law, article 5, § 2, item I and article 28,
§§ 2 and 3 of CVM Resolution 81, and of article 18, § 1, of the Company’s Bylaws, aims at facilitating the participation
of shareholders and others involved in the EGM. Additionally, shareholders will be granted the right to attend the Meeting by a Voting
Ballot (as defined below), pursuant to article 26 and following of CVM Resolution 81.
Therefore, the presence of the shareholders at the
Special Meeting may be by means of:
| (i) | via a Remote Voting Ballot (“Voting Ballot”),
and detailed information on the documents required for remote voting can be found in the Voting Ballot, which can be accessed on the websites
mentioned below; and |
| (ii) | via Digital Platform, in person or by a duly appointed
attorney, under the terms of article 28, §§2 and 3, of CVM Resolution 81, in which case the shareholder may: (a) attend the
EGM, whether or not he/she has sent in the Voting Ballot; or (b) attend and vote at the EGM, noting that as to the shareholder who has
already sent in the Voting Ballot and who, if he/she wishes to do so, votes in the Meeting via the Digital Platform, all voting instructions
received by means of the Voting Ballot will be disregarded. |
Voting Ballot
Subject to the
procedures provided for in CVM Resolution 81, in the Company’s Reference Form and the instructions contained in the Management Proposal
for the EGM, shareholders may exercise their voting rights by completing and submitting the Voting Ballot made available by the Company on the websites of the Company
(https://ri.eletrobras.com/), the Brazilian Securities and Exchange Commission (“CVM”) (https://sistemas.cvm.gov.br/) and B3 (https://www.b3.com.br/pt_br/).
Access to the Meeting
Shareholders
who wish to attend the EGM via the Digital Platform should log into the website http://www.eletrobras.com/AssembleiaVirtual185, complete
their registration with the password creation and attach all documents required for their admissibility to attend and/or vote at the EGM,
at least 2 (two) days prior to the date designated for the EGM, i.e. by January 03, 2023.
Required Documents
The shareholders shall provide the following documents
to qualify and attend and/or vote at the EGM via the Digital Platform:
| (i) | if an individual, a copy of official ID document,
valid nationally and within the validity period, if applicable, or if represented by an attorney-in-fact, a copy of the power of attorney
granted for less than 1 (one) year and the official ID document with photo (the attorney-in-fact
must be a shareholder, Company’s manager or an attorney regularly registered with the Brazilian Bar Association); |
| (ii) | if a legal entity, (a) updated bylaws of the shareholder
and the documents that provides representative powers for its legal representative within the scope of the EGM, duly registered with the
competent bodies, as well as the official ID document of the legal representative; and (b) if applicable, a duly granted attorney fact
pursuant to the law and/or the shareholder’s Bylaws, together with the attorney fact’s official identity document with a photo;
or |
| (iii) | if an investment fund a copy of the current and
consolidated fund regulations, bylaws or articles of incorporation of the administrator or the fund manager, as the case may be, in compliance
with the investment fund voting policy and documents that provides representative powers (minutes of election, term(s) of investiture
and/or power of attorney), as well as the official ID document of the legal representative(s) with a recent photo and valid nationally. |
The Company clarifies that it will not require the
hard copies of the shareholders’ power of attorney neither a signature notarization (reconhecimento de firma), as well as
will not require the notarization, consularization, apostille and notarized translation of any of the foreign shareholders’ documents,
therefore, it will be sufficient to send the hard copy of the original documents on the above mentioned website. The Company will only
accept powers of attorney granted digitally by the shareholders by means of digital certification, which should comply with the Brazilian
Public Key Infrastructure (ICP-Brasil) standards or by other means that attest the signatory and the integrity of the digital document.
Shareholder Representation
Pursuant to the
article 126, §1st, of the of the Brazilian Corporate Law and the CVM’s decision in the Administrative Proceeding RJ-2014/3578,
issued on November 4, 2014 (“CVM Precedent”), the shareholders may attend the Meeting:
| (i) | if an individual, by an attorney-in-fact constituted
less than 1 (one) year before (who must be a shareholder, Company’s manager or an attorney regularly enrolled with the Brazilian
Bar Association); |
| (ii) | if a legal entity, by its legal representatives
or by an attorney-in-fact appointed under the terms of its acts of incorporation and in accordance with the rules of the Brazilian Civil
Code; and |
| (iii) | if an investment fund, by its administrator and/or
fund manager, or by an attorney-in-fact appointed under the terms of its acts of incorporation and in accordance with the rules of the
Brazilian Civil Code. |
If the shareholders
are not able to appoint an attorney-in-fact of their choice, the Company will provide three (3) attorneys-in-fact who may represent them
in full accordance with the shareholders voting guidelines, as described in the Management Proposal.
To assist the
shareholders, the Company has attached to the Management Proposal for the 185th Shareholder Meeting a Power of Attorney
Template (Annex 1).
Admissibility Qualification
By providing all the documents to support their admissibility
to attend the Special Meeting, the shareholders, legal representative(s) or attorney-in-fact, as the case may be, will receive confirmation
of their admissibility to attend the EGM. Pursuant to article 6, § 3 of CVM Resolution 81, if the shareholders fail to provide the
required documents within the period provided for herein and as detailed in the Management Proposal, they will not be allowed to access
the Digital Platform.
Additional Information
Detailed information on the rules and procedures for
attending and/or remote voting at the EGM, including guidelines for sending the Voting Ballot, are contained in the Management Proposal
available on the websites of the Company (https://ri.eletrobras.com/), CVM (https://sistemas.cvm.gov.br/)
and B3 (https://www.b3.com.br/pt_br/). The guidelines on the rules of conduct to be adopted at the EGM will be available on the
Digital Platform.
Pursuant to article
6 of Eletrobras’ Bylaws, it is forbidden any shareholder or group of shareholders, Brazilian
or foreign, public or private, to exercise the right to vote in a number higher than the equivalent to ten percent (10%) of the total
number of shares into which the voting capital of Eletrobras is divided, regardless of their interest in the capital stock.
Pursuant to article 7 of Eletrobras’ Bylaws,
it is forbidden to enter into shareholders- agreements with the purpose of regulating the exercise of voting rights in a number higher
than the percentage corresponding to ten percent (10%) of the total number of shares into which the voting capital of Eletrobras is divided.
Pursuant to the 8 article of the Eletrobras’
Bylaws, the definition “group of shareholders”, for purposes of restricting the exercise of voting rights, includes 2 (two)
or more shareholders that (i) are parties to a voting agreement, either directly or through controlled companies, controlling companies
or under common control; (ii) are directly or indirectly, controlling shareholder or controlling company of the other or others; (iii)
are companies directly or indirectly controlled by the same person or company, or set of person or companies, whether shareholders or
not; (iv) are companies, associations, foundations, cooperatives and trusts, investment funds or portfolios, universality of rights or
any other forms of organization or undertaking with the same directors or managers, or whose directors or managers are companies directly
or indirectly controlled by the same person or company, or group of persons or companies, shareholders or not; (v) any shareholders are
represented by the same agent, manager or representative in any capacity, except (a) in the case of holders of securities under the Company’s
ADR program, when represented by the respective depositary bank; or (b) in the case of shareholders who are represented by the attorneys-in-fact
indicated by the Company in the item “Representation at the Meeting” of the Management Proposal, in both cases as long as
they do not fit into any of the hypotheses contemplated in the aforementioned article.
In the case of investment funds with a common administrator
or manager, only those whose investment and voting policy at shareholders meetings, under the terms of the respective regulations, are
the responsibility of the administrator or manager will be considered to be members of a group of shareholders.
Due to the limitation mentioned above, the Company
requests, for the purposes of timely examination of the matter, that the shareholders included in the legal situations contemplated in
article 8 of the Bylaws, as mentioned above, inform which are the members of the group of shareholders up to 2 (two) days prior to the
date set for the Shareholders Meeting, i.e., up to 11:59 p.m. on January 03, 2023, by sending
the declaration exclusively on the website address: http://www.eletrobras.com/AssembleiaVirtual185,
specifying the following (“Declaration of Membership in a Group of Shareholders”):
| (i) | whether they are part of a voting agreement and whether
there are other members of the agreement and their respective stakes; |
| (ii) | if they are part of an economic group of companies or group
of entities with common administration or management or under the same command; and |
| (iii) | whether they are represented by the same agent, administrator,
or representative in any capacity. |
The model of Declaration of Membership in a Group of
Shareholders is made available by the Company on its website (https://ri.eletrobras.com/informacoes/convocacoes-e-atas/).
Shareholders who do not fit into the legal situations contemplated in article 8 of the Bylaws will not need to send the aforementioned
declaration, and the Company will consider that such shareholders state that they do not belong to any “group of shareholders”
and that they take responsibility for such statement, given the informational duty provided for in the Company’s Bylaws. Furthermore,
as provided for in article 8, § 5 of the Company’s Bylaws, the chairman and secretary of the Meeting may, if they deem necessary,
request the shareholders to provide documents and information to verify whether a shareholder belongs to a “group of shareholders”
that may hold ten percent (10%) or more of the Company’s voting capital.
All the documents related to the matter that will be
deliberated at the EGM are available to shareholders on the Company’s (https://ri.eletrobras.com/),
CVM’s (https://sistemas.cvm.gov.br/) e B3’s (https://www.b3.com.br/pt_br/) websites, in accordance with Brazilian Corporate
Law and CVM Resolution 81.
Rio de Janeiro, December 05, 2022.
Ivan de Souza Monteiro
Chairman of the Board of Directors
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: December 05, 2022
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.
Centrais Eletricas Brasi... (NYSE:EBR.B)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Centrais Eletricas Brasi... (NYSE:EBR.B)
Historical Stock Chart
Von Jul 2023 bis Jul 2024