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 February, 2023
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____
MARKET
ANNOUNCEMENT
CENTRAIS
ELÉTRICAS BRASILEIRAS S/A
CNPJ: 00.001.180/0001-26 | NIRE: 3330034676-7
PUBLICLY TRADED COMPANY
Centrais Elétricas Brasileiras S/A (“Company”
or “Eletrobras”) (B3: ELET3, ELET5 & ELET6; NYSE: EBR & EBR.B; LATIBEX: XELT.O & XELT.B), the Company provides
the following clarifications to the Market in relation to an article published today in the newspaper Valor Econômico.
Firstly, the Company informs that it observes all
the accounting rules applicable to the calculation of provisions relating to contingencies for legal proceedings, especially those involving
in-court disputes about the electricity compulsory loans. In addition, in the third quarter of 2022, Eletrobras, in conjunction with external
counsel, reviewed the legal theses adopted by it for provisioning purposes in accordance with the updated applicable case law. Further,
the Company has conducted a review of its data base regarding such legal proceedings as disclosed in the financial statements for that
quarter.
Based on its loss prognoses, as of September 30,
2022, the Company had approximately provisioned BRL26 billion for potential disbursements relating to these legal proceedings and still
presents approximately BRL5.3, billion as a possible risk of loss, all as disclosed in the September 2022 interim financial statements.
Additionally, the Company recognized BRL46.5 billion as a remote risk of loss on the same date.
As part of the proceedings considered with a remote
risk of loss, there are legal proceedings that discuss the first phase of the compulsory loans entitled the "Undertakings of the
Bearer" that represent approximately BRL25 billion and encompass taxpayer credits arising from invoices between 1964 and 1976 that
were refunded by means of bearer certificates issued by the Company. The Company understands that the bearer certificates issued as part
of the compulsory loan program do not constitute securities, are not tradeable on any stock exchange and do not have a nominal value.
This understanding was confirmed by CVM's Plenary Board in the administrative proceeding No. RJ 2005/7230 brought by holders of bearer
certificates, which decided in 2005 that "the certificates issued by the Company as a result of Law No. 4.156/1962 cannot be considered
securities". Also, a ruling issued by the Brazilian Superior Court of Justice ("STJ") (Special Appeal No. 1050199/RJ) confirmed
that these bearer certificates are non-enforceable due to the provisions of the applicable statute of limitations.
Also, categorized as a remote risk is the risk relating
to the applicable remuneration interest of 6% per annum, after the conversion meetings, in the amount of approximately BRL14 billion given
the precedent of Special Appeal No. 1003955-RS and of the recent ruling favorable to Eletrobras in the so-called “Caso Roma”
(Clarification Appeal of the Dissent Appeal as part of the Special Appeal No. 790.288/PR by the 1st Section of the STJ).
All these risks that in total represent approximately
BRL78 billion were duly disclosed in Eletrobras' "Formulário de Referência" and Form 20-F.
The news article mentions several mistaken statements
based on alleged information provided by a former party contracted by Eletrobras who did not have their claims upheld, which in the Company's
view did not have legal grounds and did not observe the contracting rules with state-owned companies relating to the contracted price
increase, given that Eletrobras understood at the time that there had been inadequate rendering of the services hired, delay in the rendering
of the services, amongst other issues discussed in the respective legal proceedings. The mater is currently being discussed in court in
a confidential legal proceeding.
Regarding the complaint made to the SEC via the
whistleblower channel, the Company reiterates that by means of the Market Announcement dated as of April 30, 2021, it has informed that
an investigationis being conducted regarding the compulsory loans and corresponding legal proceedings, which were disclosed in the Form
20-F filed with the SEC in respect of the fiscal year ended on December 31, 2018. The investigation is conducted confidentially by the
SEC.
In view of the above, the Company informs that it
will take all the suitable legal measures to reestablish the truth, and will keep the market informed of any supervening fact related
to the subject.
Rio de Janeiro, February 15, 2023
Elvira Cavalcanti Presta
Financial and Investor Relations Officer
Este documento pode conter estimativas e projeções
que não são declarações de fatos ocorridos no passado, mas refletem crenças e expectativas de nossa
administração e podem constituir estimativas e projeções sobre eventos futuros de acordo com Seção
27A do Securities Act de 1933, conforme alterado, e Seção 21E do Securities and Exchange Act de 1934, conforme
alterado. As palavras “acredita”, “poderá”, “pode”, “estima”, “continua”,
“antecipa”, “pretende”, “espera” e similares têm por objetivo identificar estimativas que necessariamente
envolvem riscos e incertezas, conhecidos ou não. Riscos e incertezas conhecidos incluem, mas não se limitam a: condições
econômicas, regulatórias, políticas e comerciais gerais no Brasil e no exterior, variações nas taxas
de juros, inflação e valor do Real, mudanças nos volumes e padrão de uso de energia elétrica pelo
consumidor, condições competitivas, nosso nível de endividamento, a possibilidade de recebermos pagamentos relacionados
a nossos recebíveis, mudanças nos níveis de chuvas e de água nos reservatórios usados para operar
nossas hidrelétricas, nossos planos de financiamento e investimento de capital, regulamentações governamentais existentes
e futuras, e outros riscos descritos em nosso relatório anual e outros documentos registrados perante CVM e SEC. Estimativas e
projeções referem-se apenas à data em que foram expressas e não assumimos nenhuma obrigação
de atualizar quaisquer dessas estimativas ou projeções em razão da ocorrência de nova informação
ou eventos futuros. Os resultados futuros das operações e iniciativas das Companhias podem diferir das expectativas atuais
e o investidor não deve se basear exclusivamente nas informações aqui contidas. Este material contém cálculos
que podem não refletir resultados precisos devido a arredondamentos realizados.
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: February 15, 2023
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
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By: |
/S/ Elvira
Baracuhy Cavalcanti Presta
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Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer |
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FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements.
These statements are statements that are not historical facts, and are based on management's current view and estimates 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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