EX-1.1 6 exhibit11.htm EXHIBIT 1.1 EXHIBIT 1.1

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Exhibit 1.1

  CORPORATE BY-LAWS
   
  NOC 000100
   
  Updated according to amendments approved by the
  172nd Extraordinary Shareholders’ Meeting of
  April 18, 2008.
   
   
   
   
  Registration as Corporate Taxpayer (CNPJ): 76.483.817/0001 -20
  State Registration: 10.146.326 -50
  Commercial Registry Number: 41300036535
  Brazilian SEC Registration: 1431-1
  US SEC Registration (ordinary shares): 20441B308
  US SEC Registration (preferred, class B): 20441B407
  Spanish SEC Registration (Latibex, preferred, class B): 29922
  Rua Coronel Dulcídio, 800
  Curitiba - Paraná - Brazil
  CEP: 80420-170
  e-mail: copel@copel.com
  Web site: http://www.copel.com
  Phone: (55-41) 3322-3535
  Fax: (55-41) 3331-4145

Table of Contents

CONTENTS

CHAPTER I    NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM    03 
         
CHAPTER II    EQUITY AND SHARES    03 
         
CHAPTER III    MANAGEMENT OF THE COMPANY    05 
           
    Section I      05 
           
    Section II  THE BOARD OF DIRECTORS    05 
           
    Section III  THE BOARD OF OFFICERS    06 
           
    Section IV  COMMON RULES APPLICABLE TO     
      MEMBERS OF THE BOARD OF     
      DIRECTORS AND TO OFFICERS    12 
         
CHAPTER IV    THE AUDIT COMMITTEE    12 
         
CHAPTER V    THE SHAREHOLDERS MEETING    12 
         
CHAPTER VI    THE FINANCIAL YEAR    12 
         
CHAPTER VII    GENERAL AND TRANSITIONAL PROVISIONS    13 
 
 
Appendixes:           
                               I    AMENDMENTS TO THE BY-LAWS    15 
                               II    CHANGES IN THE CAPITAL STOCK    16 
                               III    STATE LEGISLATION (LAWS 1,384/53, 7,227/79 and 11,740/97)   21 
                               IV    STATE LEGISLATION (DECREE No. 14,947/54)   22 
                               V    FEDERAL LEGISLATION (DECREE No. 37,399/55)   23 

ABBREVIATIONS USED 

 
       SM -  Shareholder Meeting   
       ASM -  Annual Shareholders Meeting   
       SSM -  Extraordinary Shareholders Meeting   
       C.R.S.P.-  Commercial Registry of the State of Paraná   
       ONS PR -  Official Newspaper of the State of Paraná   
       ONU -  Official Newspaper of the Union   
All-numeral date expressions are in the month-day-year format, e.g., 10.01.1960: 
October first, 1960.     
 

Note: 
the original text was filed at the Commercial Registry of the State of Paraná - C.R.S.P. under number 17,340, on June 16, 1955 and published in the Official Newspaper of the State of Paraná - ONS PR of June 25, 1955. 

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CHAPTER I - NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM

Article 1 Companhia Paranaense de Energia, abbreviated COPEL, is a mixed-capital company, publicly held ("open company"), with the following objects:

a) researching and studying, technically and economically, any sources of energy;

b) researching, studying, planning, constructing, and developing the production, transformation, transportation, storage, distribution, and trade of energy in any of its forms, chiefly electric power, as well as fuels and energetic raw materials;

c) studying, planning, designing, constructing, and operating dams and their reservoirs, as well as other undertakings for multiple uses of water resources;

d) providing information and technical assistance concerning the rational use of energy by business undertakings with the aim of implementing and developing economic activities deemed relevant for the development of the State;

e) implementing electronic data transmission, electronic communications and control, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná, being for such aims and for the aims set forth in “b” and “c” above authorized to join consortia or concerns with private companies, holding either major or minor stakes in them.

Sole Paragraph For the performance of the activities referred to in this article, the Company may participate in other concerns, in compliance with the applicable laws.

Article 2 The Company has its head office and domicile in the city of Curitiba, at Rua Coronel Dulcídio no. 800, and it may, upon decision by the Executive Board, open or close branches, agencies or offices in that city or wherever required, either within the national territory or abroad.

Article 3 The Company is incorporated for an unlimited period of time.

CHAPTER II - EQUITY AND SHARES

Article 4 Underwritten paid up capital is R$ 4,460,000,000.00 (four billion and four hundred and sixty million reals) represented by 273,655,375 (two hundred and seventy-three million, six hundred and fifty-five thousand and three hundred and seventy-five) shares, with no par value, composed of 145,031,080 (one hundred and forty-five million, thirty-one thousand and eighty) ordinary shares, and 128,624,295 (one hundred and twenty-eight million, six hundred and twenty-four thousand and two hundred and ninety-five) preferred shares, of which 398,342 (three hundred and ninety-eight thousand and three hundred and forty-two) are class “A” shares, and 128,225,953 (one hundred and twenty-eight million, two hundred and twenty-five thousand and nine hundred and fifty-three) are class “B” shares.

Paragraph 1 Upon approval by the Board of Directors, the capital stock may be increased, irrespective of any amendment to the by-laws, up to the limit of 500,000,000 (five hundred million) shares.

Paragraph 2 The capital stock may be increased upon issuance of class “B” preferred shares, regardless of any proportional relation to the existing share classes or ordinary shares, up to the limit provided for in Law no. 6,404/76, paragraph 2, article 15.

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Paragraph 3 The Company may issue shares, underwriting bonuses, debentures, or any other securities, up to the limit of the authorized capital stock, without right of first refusal, as provided for in Law no. 6,404/76 (article 172).

Paragraph 4 Debentures may be simple or convertible into shares, pursuant to article 57 of Law no. 6,404/76.

Article 5 All the shares shall be registered.

Article 6 The preferred shares shall be of classes “A” and “B” and shall carry no voting rights.

Paragraph 1 The class “A” preferred shares shall have priority in the distribution of a minimum annual dividend of ten per cent, to be equally allotted among them, such dividends being determined upon the paid-in capital proper to such share type and class on December 31 of the previous financial year.

Paragraph 2 The class “B” preferred shares shall have priority in the distribution of a minimum annual dividend, to be equally allotted among them, in the amount of 25% of the net profit duly adjusted, as provided for in article 202 and its paragraphs of Law no. 6,404/76, and determined upon the paid-in capital proper to such share type and class on December 31 of the previous fiscal year.

Paragraph 3 The dividends awarded pursuant to paragraph 2 to class “B” preferred shares shall have priority of distribution only in relation to ordinary shares and shall be paid from the remaining profits after the dividends of the class “A” preferred shares have been distributed.

Paragraph 4 The dividends to be paid per preferred share, independently of its class, shall be at least 10% (ten per cent) higher than the dividends to be paid per common shares, as defined in sub-section II of paragraph 1 of article 17 of Law no. 6404/76, with the amendments introduced by Law no. 10303, of October 31, 2001.

Paragraph 5 The preferred shares shall acquire voting rights if, for 3 (three) consecutive fiscal years, those shares are not granted the minimum dividends to which they are entitled, as set forth in paragraphs 1, 2 and 3 of this article, as defined in paragraph 4.

Article 7 The Company may issue multiple share certificates and certificates which temporarily represent them. At the option of the shareholder, individual share certificates may be replaced by multiple share certificates and the latter may be converted into the former at any time, provided the expenses incurred are paid by whoever requests the conversion.

Paragraph 1 The class “A” preferred shares may be converted into class “B” preferred shares, the conversion of the latter into the former not being permitted. No conversion of preferred shares into ordinary shares shall be permitted, and vice versa.

Paragraph 2 Upon approval by the Board of Directors, the Company may implement a book share system and such shares shall be kept in deposit accounts at an authorized financial institution.

Paragraph 3 Upon approval by the Board of Directors, the Company may purchase its own shares, in compliance with the rules set down by the Securities Commission ("CVM").

Article 8 At the Annual Shareholders Meeting each ordinary share shall carry the right to one vote.

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CHAPTER III - MANAGEMENT OF THE COMPANY

SECTION I

Article 9 The management of the Company shall be entrusted to the Board of Directors and to the Executive Board.

Article 10 The Company representation shall be vested exclusively in the Executive Board.

SECTION II - THE BOARD OF DIRECTORS

Article 11 The Board of Directors shall consist of seven or nine members, Brazilians, shareholders, all residing in the country, and elected at an Annual Shareholders Meeting. Two State secretaries and the Chief Executive Officer of the Company may be members of the Board of Directors.

Paragraph 1 A Company employee appointed by his or her peers shall necessarily be a member of the Board of Directors in compliance with applicable State legislation.

Paragraph 2 The term of office of the members of the Board of Directors shall be of two years, reelection being permitted.

Paragraph 3 The Audit Committee of the Company shall be composed of a minimum of three members of the Board of Directors and shall be ruled by a specific set of regulations.

Article 12 The chairman of the Board of Directors shall be appointed by the controlling shareholder. Should his or her absence or any impediment occur, he or she shall be replaced by a Board member appointed by his or her peers.

Article 13 In the event of a resignation or vacancy in a position of the Board of Directors, a replacement shall be appointed by the remaining Board members and shall serve until a Shareholders Meeting is held to fill the vacant position.

Article 14 The Board of Directors shall hold an ordinary meeting once every three months. Extraordinary meetings shall be convened whenever necessary. Both ordinary and extraordinary meetings shall be called by the Board president by letter, telegram, fax or e-mail, with a minimum 72-hour notice. The Board of Directors shall operate with the presence of the simple majority of its members.

Article 15 The Board of Directors shall:

I lay down the overall strategy for the Company business;

II elect, discharge, accept resignations, and replace Company officers, as well as prescribe their duties, in accordance with the provisions in these By-Laws;

III approve the appointments of the Executive Board, as provided by Article 20, subsection XIII of these By-Laws.

IV oversee the officers' performance, examine books, documents, and obligations of the Company in compliance with the law;

V call Shareholders’ Meetings, either by its chairman or the executive secretary;

VI oversee, approve and revise the annual internal auditing work plans for the Company’s business and management processes;

VII give its opinion on the reports of the management and on the accounts rendered by the Executive Board;

VIII authorize any issue of shares and approve any new share subscription, as provided for in article 4, paragraph 2, as well as set forth all the requirements for the issue;

IX set down criteria for the transfer and/or loan for use of permanent assets, the creation of charges in rem and guarantees for liabilities whenever the amount of the operation

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exceeds two per cent of the Company’s net worth. A report issued by the Executive Board shall be presented to the Board of Directors whenever the amount of these operations reaches five per cent, as defined in article 20, item IX of these By-Laws;

X select and discharge independent auditors;

XI deliberate on other affairs submitted to them by the Executive Board or required by the Shareholders’ Meeting;

XII set down criteria for the Company's participation as a shareholder in other companies, that participation being submitted to the Shareholders' Meeting whenever required, as well as regulate the issues concerning such participation;

XIII deliberate on the framework of companies in which the Company holds shares;

XIV deliberate on the termination of the Company's participation as a shareholder in other companies;

XV organize secretary services necessary to support its activities, which will also cooperate with the Fiscal Committee, upon its request, and by its Chairman, indicate and require company’s employees to take charge of such services.

Sole paragraph The minutes of the Board of Directors’ meetings containing resolutions intended to affect third parties shall be filed at the Commercial Registry and published afterwards.

Article 16 It is incumbent upon the chairman of the Board of Directors to grant leave of absence to its members, to preside over meetings, to set work directives, and to hold the casting vote, besides his or her own. The chairman's leaves of absence shall be granted by the Board.

SECTION III - THE EXECUTIVE BOARD

Article 17 The Company shall have an Executive Board with executive duties and it shall be composed of seven members, who may or may not be shareholders, all residing in the country, Brazilians or a majority of Brazilians, who shall be elected by the Board of Directors for a three-year term, reelection being permitted. The chief officers shall be:

  • a Chief Executive Officer;
  • a Chief Administration Officer;
  • a Chief Financial, Investor Relations and Control of Holdings Officer;
  • a Chief Legal Officer;
  • a Chief Distribution Officer;
  • a Chief Engineering Officer; and
  • a Chief Power Generation & Transmission and Telecommunications Officer.

Article 18 In case of temporary impediment or leave of absence of any officer, the Chief Executive Officer may appoint another officer to replace him or her.

Article 19 Should decease, resignation, or permanent impediment of any officer occur, the Board of Directors shall elect within thirty days after the event a replacement who shall serve for the remainder of the term of office. The Executive Board may appoint a temporary replacement until the election is held. Nevertheless, the election may be dispensed with if the vacancy occurs in a year in which the Executive Board’s term of office should expire.

Article 20 The duties of the Executive Board are prescribed as follows:

I managing all Company businesses vested in the powers granted to them by the law and by these By-laws. The Company shall be bound by the joint signature of two officers, one of which shall be the chief executive officer;

II setting down regulations for the internal operations of the Company;

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III resolving on policies concerning the operations and businesses of the Company, after consultation to the Board of Directors, if necessary;

IV deliberating on the creation and extinction of offices or jobs, as well as establishing wages and setting out the Company’s personnel regulations;

V sharing and investing profit ascertained in compliance with these By-Laws;

VI carrying out the Company’s By-Laws and directives put forth by the Shareholders’ Meeting and by the Board of Directors;

VII deliberating on all extraordinary matters and on clashes of interests among the company’s chief offices;

VIII- deciding on all corporate businesses that are not subject to approval by the Shareholders’ Meeting or by the Board of Directors;

IX advising the Board of Directors on acquisition of properties, transfer and loan for use of Company's assets, creation of charges in rem, or guarantees for liabilities in operations exceeding two per cent of the Company’s net worth; deliberating on those which are under that limit; and issuing a report to the Board of Directors and the Fiscal Committee whenever the amount of such operations reaches five per cent;

X being represented at the Annual Shareholders’ Meeting by its Chief Executive Officer or another officer appointed by the former;

XI granting leave of absence to its members;

XII negotiating and signing management documents with companies referred to in paragraph 6 of this article, being allowed to delegate responsibilities to the respective managers, as provided for in the corresponding By-Laws;

XIII appointing executive officers and fiscal committee members of the companies referred to in paragraph 6 and in any other companies in which the Company or its wholly-owned subsidiaries may hold or come to hold a stake;

XIV deliberating on the Company's participation in new undertakings, bids and on the exploration of energy in any of its forms, and submitting the matters for approval of the Board of Directors as found necessary according to the provisions established in article 15, item XII of these By-Laws.

Paragraph 1 The duties referred to in articles 21 to 27 of these By-laws may be expanded by the Board of Directors, by the Chief Executive Officer of the Company, or by rules passed at a meeting of the Executive Board.

Paragraph 2 Each officer may represent the Company by signing agreements, granting loans for use, renting and purchasing goods and services, provided that such acts are in compliance with internal regulations approved by the Executive Board. For the performance of those acts, the Company may appoint delegates from its staff.

Paragraph 3 The Company may appoint attorneys with clearly defined powers for specific acts and operations, and also attorneys "ad negotia" to sign any documents of corporate responsibility, provided the period of their appointment is specified in the document of appointment.

Paragraph 4 Notwithstanding the provisions in article 21, item IV, of these By-Laws, the Company may also be represented in court by personal deposition of a lawyer or by an employee appointed by the Chief Executive Officer.

Paragraph 5 The resolutions of the Executive Board shall be passed by a majority of votes. Should the Chief Executive Officer dissent from any decision, he or she may stay the effects of such decision and call a meeting of the Board of Directors within five days to rule on the matter.

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Paragraph 6 Activities related to the creation of products and services, in connection with the objects of the Company and under the Executive Board responsibility, shall be performed by companies in which Copel holds a stake, their duties being:

a) planning, organizing, coordinating, commanding and controlling the Company’s business under their responsibility;

b) meeting technical, marketing and return targets agreed upon with the Executive Board through the use of management tools;

c) abiding by the Company’s policies, mainly those governing internal corporate management and technical, financial and accounting procedures, as well as by the requirements set forth in the related management documents.

Article 21 The Chief Executive Officer shall be responsible for:

I directing and coordinating the work of the executive officers;

II overseeing and running all the Company’s businesses;

III hiring, transferring, promoting, taking disciplinary actions against or discharging employees, and granting them leave of absence in compliance with legal provisions, delegation of those functions being permitted;

IV representing the Company either as plaintiff or defendant in a court of law or wherever it might be required, and in its relations with third parties. For the performance of such acts attorneys or delegates may be appointed;

V signing all documents which entail corporate liabilities in accordance with the provisions of article 20, I, and paragraph 2;

VI submitting the annual report on the Company's activities to the Annual Shareholders’ Meeting accompanied by the opinion of the Board of Directors;

VII carrying out the functions of executive secretary of the Board of Directors when not presiding over it;

VIII coordinating the political and institutional relations of the Company with governmental and private bodies;

IX providing the necessary resources for the carrying out of the internal auditing activities;

X managing and coordinating activities related to the integrated corporate planning and management of the corporate performance as well as to the Company’s marketing and strategic policies, global communications, ombudsman’s activities, environmental institutional work, social responsibility, corporate governance and the recording of corporate events and official communications of the chief officers.

Article 22 The Chief Administration Officer shall be responsible for:

     I managing the activities and coordinating the matters related to the Company’s:

  • human resources;
  • policies and guidelines for the logistics of the Company’s services and supplies;
  • information technology solutions;
  • organizational planning and the management of the Company’s culture, knowledge and quality control; and
  • corporate security.

Article 23 The Chief Financial, Investor Relations and Control of Holdings Officer shall be responsible for:

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I managing the matters related to the economic, financial, budget, tax, accounting, investment and asset management and planning of the Company and to its investor relations with Capital Markets regulatory and controlling bodies;

II promoting and coordinating market, tariff, price and discount studies related to the company’s purchase and selling of products and services as well as for issuing a set of guidelines connected with energy trade;

III representing the Company in its relation with the Brazilian Securities Commission (Comissão de Valores Mobiliários - CVM), the SEC, shareholders, investors, stock market exchanges, the Central Bank of Brazil and other active bodies or entities in the national and international capital market;

IV managing and coordinating the Company’s actions before federal, state and municipal regulatory and inspection bodies related to matters of its interest; and

V managing and coordinating the matters related to the company’s acquisition and management of stakes in other companies.

Article 24 The Chief Legal Officer shall be responsible for:

I managing and coordinating the legal counselling of the activities and businesses of the Company as well as for defending judicially its interests;

II approving the opinions and declarations issued by the lawyers of the company;

III appointing a lawyer or another employee to be designated by the CEO to represent the Company in court, so as to give testimony, in compliance with the provisions of paragraph 4 of article 20 of these By-Laws;

IV defining the hiring of independent lawyers, lawyers’ offices, jurists and experts to defend the Company’s interests in specific suits in which it is involved as well as to make studies, give opinions and issue technical reports to be used in court or outside.

Article 25 The Chief Distribution Officer shall be responsible for:

I managing and coordinating the subjects related to the research, studies, technical planning, construction, operation and the maintenance of the energy distribution system as well as to customer services, the provision of services to the captive market and to the exploitation of products and services related to the distribution of power;

II promoting and coordinating forecast studies on the increase of the power market, the amount of energy to be acquired in power market bids, the transmission use-of-system charges and on the national energy balance as well as for promoting actions for the electric power trade in the distribution segment;

III managing the activities and coordinating the research, the technical planning, the expansion, the concept, operation and maintenance of the power transport and transformation systems of the connection grid;

IV planning and carrying out energy efficiency programs.

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Article 26 The Chief Engineering Officer shall be responsible for:

I managing the activities and coordinating the subjects related to the research, studies, technical planning, expansion, the concept and the construction of power generation and transmission systems;

II coordinating and promoting the studies and the implementation of new business opportunities ¯ with or without association with third parties ¯ aligned with the corporate strategies as well as for choosing strategic partnerships for such undertakings;

III coordinating and fostering research and development in all areas of the company as well as the development of projects on non-conventional technologies and alternative sources of energy;

IV coordinating the carrying out of services to third parties by the company in the fields mentioned in the previous items;

V compiling the State of Paraná energy balance.

Article 27 The Chief Power Generation & Transmission and Telecommunications Officer shall be responsible for:

I managing the activities and coordinating the subjects related to the operation and to the maintenance of the Company’s power generation & transmission systems;

II managing the activities and coordinating the subjects related to the research, studies, technical planning, construction, operation and maintenance of telecommunications and corporate customer services;

III coordinating the carrying out of services to third parties by the company in the fields mentioned in the previous items.

SECTION IV - COMMON RULES APPLICABLE TO MEMBERS OF THE BOARD OF DIRECTORS AND TO OFFICERS

Article 28 The officers shall submit a statement of private property at the beginning and at the end of their term of office in compliance with the law.

Article 29 The remuneration of the officers shall be established annually by the Annual Shareholders’ Meeting and may be changed upon decision by an Extraordinary Shareholders’ Meeting.

CHAPTER IV - THE AUDIT COMMITTEE

Article 30 The Company shall have an Audit Committee composed of five members and five alternates, who may or may not be shareholders, elected annually at the Shareholders’ Meeting.

Article 31 The Audit Committee shall operate permanently and shall meet whenever called by its chairman.

Sole paragraph: The Chairman of the Audit Committee shall be elected by his peers.

Article 32 The remuneration of the Audit Committee members shall be established at the Shareholders’ Meeting which elects them, provided the legal minimum required is met.

Article 33 The Audit Committee shall operate in compliance with the obligations and functions, duties and responsibilities provided for in the law.

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CHAPTER V - THE SHAREHOLDERS’ MEETING

Article 34 The Shareholders’ Meeting shall be composed of the shareholders duly called with observance of the required legal quorum, who shall sign the Attendance Book, all in compliance with further provisions in the law.

Article 35 The Annual Shareholders’ Meeting shall be held every year during the first four months at a place, day and time previously set in accordance with legal provisions. Extraordinary Shareholders’ Meetings may be called whenever necessary.

Sole paragraph The Shareholders’ Meeting shall be opened by the chairman of the Board of Directors or, in case of his or her absence or impediment, by another Board member, and presided over by the Chief Executive Officer of the Company, or by a shareholder appointed at that time by his or her peers. The chairman of the Meeting shall select from those present one or two shareholders to compose the Meeting board and act as secretaries.

Article 36 A shareholder may be represented by an attorney-in-fact who meets the legal requirements.

Article 37 The minimum notice for a Shareholders’ Meeting shall be thirty days. Should there be no quorum for its opening, there shall be a second calling at least eight days prior to the meeting, pursuant to notice in the press. The agenda for the meeting shall be made available to the shareholders on the date of its calling.

Article 38 The quorum required for the installation and passing of resolutions at Shareholders’ Meetings shall be the one established by the current legislation.

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CHAPTER VI - THE FINANCIAL YEAR

Article 39 Every year, on December 31, the Company shall close its financial year and, by then, the annual balance sheet and other financial statements required by law shall be prepared. As to the proceeds, the following rules shall be observed:

I before any sharing, the accrued losses and provision for income tax shall be deducted from the gross profit ascertained during the year;

II five percent of the net profit ascertained during the year shall be used to form the Legal Reserve, which may not exceed twenty percent of the share capital;

III the interest upon works in progress resulting from investments made by the use of the Company's own capital may be entered as a special reserve;

IV other reserves may be formed by the Company according to legal provisions and up to the limits established by law.

Paragraph 1 The shareholders are entitled to receive every year, under a mandatory distribution of dividends, twenty-five percent of the net profit duly adjusted, as provided for in article 202 and its paragraphs, of Law No. 6,404/76, and determined as set forth in article 6 and its paragraphs, of these by-laws.

Paragraph 2 The distribution of dividends shall not be mandatory in a financial year in which the management bodies notify the Annual Shareholders’ Meeting that its payment would be incompatible with the financial circumstances of the Company, regardful of the Audit Committee's opinion.

Paragraph 3 The profits that are not distributed by virtue of the provisions of paragraph 2 shall be attributed to a special reserve and, if they are not absorbed by losses in subsequent financial years, they shall be paid as soon as the financial standing of the Company permits such payment.

Paragraph 4 Every year, by April 30 and in compliance with the current legislation, the management bodies' statements relating to the preceding financial year shall be submitted to the State's Audit Court.

Article 40 The Company may prepare balance sheets with respect to the first six months of a fiscal year and the management bodies may advance the distribution of interim dividends "ad referendum" of the Shareholders’ Meeting.

CHAPTER VII - GENERAL AND TRANSITIONAL PROVISIONS

Article 41 The dissolution and liquidation of the Company shall be carried out according to resolutions passed at a Shareholders’ Meeting and in compliance with the provisions in the law.

Article 42 In the event of stockholders withdrawing from participation in the corporation or the company ceasing to go public, the amount payable to stockholders that have the right of withdrawal, as set in the law, as a reimbursement for their shares shall correspond to their economic value, to be defined according to the valuation procedures of Law no. 6,404/76, whenever the mentioned amount is inferior to its equity value.

Article 43 Given the Company’s reunification process, the meetings of the Executive Board of the wholly-owned subsidiaries shall be of a merely formal character and shall mandatorily reflect previous decisions of the Executive Board of Companhia Paranaense de Energia - Copel.

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AMENDMENTS TO THE CORPORATE BY-LAWS

The original text of COPEL By-Laws has undergone several amendments. Its first filing at the Commercial Registry of the State of Paraná took place under No. 17,340 on June 16, 1955, having been published in the Official Newspaper of the State of Paraná on June 25, 1955. References on those amendments are listed hereunder.

Minutes of    Commercial Registry    Published in the 
SM of    File No.    date    ONS - PR on 
09.09.1969    83.759    10.01.1969    10.08.1969 
08.21.1970    88.256    09.04.1970    09.14.1970 
10.22.1970    88.878    11.05.1970    11.16.1970 
04.28.1972    95.513    05.24.1972    05.30.1972 
04.30.1973    101.449    08.15.1973    08.28.1973 
05.06.1974    104.755    05.21.1974    06.05.1974 
12.27.1974    108.364    02.07.1975    02.21.1975 
04.30.1975    110.111    06.03.1975    06.18.1975 
03.26.1975    114.535    04.29.1976    05.10.1976 
02.15.1978    123.530    02.28.1978    03.08.1978 
08.14.1979    130.981    11.09.1979    11.20.1979 
02.26.1980    132.253    03.25.1980    04.16.1980 
10.30.1981    139.832    12.01.1981    12.18.1981 
05.02.1983    146.251    05.31.1983    06.14.1983 
05.23.1984    150.596    07.26.1984    08.28.1984 
12.17.1984    160.881    01.17.1985    02.11.1985 
06.11.1985    162.212    07.01.1985    07.18.1985 
01.12.1987    166.674    02.13.1987    02.26.1987 
03.18.1987    166.903    04.07.1987    05.08.1987 
06.19.1987    167.914    07.02.1987    07.14.1987 
02.22.1994    18444,7    02.28.1994    03.17.1994 
08.22.1994    309,0    09.20.1994    10.06.1994 
02.15.1996    960275860    02.27.1996    03.06.1996 
10.18.1996    961839597    10.29.1996    11.06.1996 
07.10.1997    971614148    07.18.1997    07.22.1997 
03.12.1998    980428793    04.01.1998    04.07.1998 
04.30.1998    981597050    05.06.1998    05.12.1998 
05.25.1998    981780954    05.28.1998    06.02.1998 
01.26.1999    990171175    02.05.1999    02.11.1999 
03.25.1999    990646483    04.14.1999    04.23.1999 
03.27.2000    000633666    03.30.2000    04.07.2000 
08.07.2001    20011994770    08.14.2001    08.27.2001 
12.26.2002    20030096413    01.29.2003    02.10.2003 
02.19.2004    20040836223    03.08.2004    03.19.2004 
06.17.2005    20052144879    06.23.2005    07.05.2005 
01. 11.2006    20060050632    01.20.2006    01.25.2006 
08.24.2006    20063253062    08.30.2006    09.11.2006 
07.02.2007    20072743441    07.04.2007    07.27.2007 
04.18.2008    20081683790    04.25.2008    05.27.2008 

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CHANGES IN THE CAPITAL STOCK (Article 4)

Initial capital stock, on 03.28.1955: Cr$ 800,000,000.00

SM of    NEW CAPITAL - Cr$    C.R.S.P    MINUTES in 
        FILE NO.    DATE    ONS PR of 
10.01.1960    1,400,000,000.00    26.350 -    10.13.1960    10.14.1960 
04.16.1962    4,200,000,000.00    31.036 -    05.03.1962    05.26.1962 
11.11.1963    8,000,000,000.00    37.291 -    11.28.1963    12.02.1963 
10.13.1964    16,000,000,000.00    50.478 -    10.23.1964    10.31.1964 
09.24.1965    20,829,538,000.00    65.280 -    10.15.1965    10.18.1965 
10.29.1965    40,000,000,000.00    65.528 -    11.12.1965    11.18.1965 
09.20.1966    70,000,000,000.00    70.003 -    10.11.1966     10.18.19663 
 
    NCr$             
10.31.1967    125,000,000.00    74.817 -    12.01.1967    12.07.1967 
06.17.1968    138,660,523.00    77.455 -    06.27.1968    07.13.1968 
11.27.1968    180,000,000.00    79.509 -    12.10.1968    12.20.1968 
06.06.1969    210,000,000.00    82.397 -    07.11.1969    08.05.1969 
10.13.1969    300,000,000.00    84.131 -    10.30.1969    11.03.1969 
12.03.1969    300,005,632.00    84.552 -    12.16.1969    12.30.1969 
04.06.1970    332,111,886.00    86.263 -    05.14.1970    06.09.1970 
 
    Cr$             
11.24.1970    425,000,000.00    89.182 -    12.11.1970    12.18.1970 
12.18.1970    500,178,028.00    89.606 -    02.04.1971    02.17.1971 
07.31.1972    866,000,000.00    97.374 -    09.21.1972    10.04.1972 
04.30.19734    867,934,700.00    101.449 -    08.15.1973    08.28.1973 
08.31.1973    877,000,000.00    102.508 -    11.09.1973    11.21.1973 
10.30.19735    1,023,000,000.00    103.387 -    01.25.1974    02.11.1974 
05.30.1974    1,023,000,010.00    105.402 -    06.21.1974    06.27.1974 
12.27.1974    1,300,000,000.00    108.364 -    02.07.1975    02.21.1975 
04.30.1975    1,302,795,500.00    110.111 -    06.13.1975    06.18.1975 
12.22.1975    1,600,000,000.00    113.204 -    01.15.1976    02.13.1976 
03.26.1976    1,609,502,248.00    114.535 -    04.29.1976    05.10.1976 
12.17.1976    2,100,000,000.00    118.441 -    01.14.1977    02.04.1977 
08.29.1977    3,000,000,000.00    122.059 -    10.14.1977    10.25.1977 
11.16.1977    3,330,000,000.00    122.721 -    12.13.1977    01.12.1978 
04.28.1978    3,371,203,080.00    125.237 -    07.06.1978    07.20.1978 
12.14.1978    4,500,000,000.00    127.671 -    01.19.1979    03.06.1979 
03.05.1979    5,656,487,659.00    128.568 -    05.04.1979    05.17.1979 
04.30.1979    5,701,671,254.00    129.780 -    07.24.1979    08.14.1979 
09.24.1979    8,000,000,000.00    130.933 -    11.05.1979    11.23.1979 

3 Rectified by ONS PR on June 5, 1967
4 Ratified by SSM on August 7, 1973, published in ONS PR on August 23, 1973
5 Ratified by SSM on December 21, 1973, published in ONS PR on February 1, 1974

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Changes In The Capital Stock (Article 4)

        C.R.S.P.    MINUTES in 
SM of    NEW CAPITAL - Cr$    FILE NO.    DATE    ONS PR of 
03.27.1980    10,660,296,621.00     133.273 -    06.17.1980    06.27.1980 
04.29.1980    10,729,574,412.00     133.451 -    06.27.1980    07.16.1980 
10.16.1980    11,600,000,000.00     135.337 -    12.02.1980    01.20.1981 
04.30.1981    20,000,000,000.00     137.187 -    05.19.1981    05.29.1981 
10.30.1981    20,032,016,471.00     139.832 -    12.01.1981    12.18.1981 
04.30.1982    37,073,740,000.00     141.852 -    06.01.1982    06.17.1982 
10.29.1982    39,342,000,000.00     144.227 -    12.14.1982    12.29.1982 
03.14.1983    75,516,075,768.00     145.422 -    04.12.1983    05.10.1983 
05.02.1983    80,867,000,000.00     146.251 -    05.31.1983    06.14.1983 
09.01.1983    83,198,000,000.00     148.265 -    10.25.1983    12.09.1983 
04.10.1984    205,139,191,167.00     150.217 -    06.15.1984    07.17.1984 
04.10.1984    215,182,000,000.00     150.217 -    06.15.1984    07.17.1984 
10.05.1984    220,467,480,000     160.412 -    11.08.1984    11.27.1984 
03.25.1985    672,870,475,837     161.756 -    05.21.1985    06.11.1985 
03.25.1985    698,633,200,000     161.756 -    05.21.1985    06.11.1985 
09.18.1985    719,093,107,000     163.280 -    11.14.1985    11.27.1985 
 
    Cz$             
04.25.1986    2,421,432,629.00     164.815 -    06.11.1986    06.30.1986 
10.23.1986    2,472,080,064.00     166.138 -    11.06.1986    11.14.1986 
03.18.1987    4,038,049,401.49     166.903 -    04.07.1987    05.08.1987 
03.18.1987    4,516,311,449.87     166.903 -    04.07.1987    05.08.1987 
09.18.1987    4,682,539,091.91     168.598 -    10.06.1987    10.16.1987 
04.14.1988    18,772,211,552.10     170.034 -    05.06.1988     05.25.19886 
04.14.1988    19,335,359,578.00     170.034 -    05.06.1988    05.25.1988 
06.14.1988    19,646,159,544.00     170.727 -    07.11.1988    07.20.1988 
04.25.1989    174,443,702,532.00     172.902 -    05.26.1989    07.06.1989 
 
    NCz$             
04.25.1989    182,848,503.53     172.902 -   05.26.1989    07.06.1989 
06.26.1989    184,240,565.60    17.337,4 -   07.12.1989    07.21.1989 
 
    Cr$             
03.30.1990    2,902,464,247.10     175.349 -    05.02.1990    05.09.1990 
03.30.1990    3,113,825,643.60     175.349 -    05.02.1990    05.09.1990 
05.25.1990    3,126,790,072.52     176.016 -   07.10.1990    08.09.1990 
03.25.1991    28,224,866,486.42    17.780,9 -   04.26.1991    05.23.1991 
03.25.1991    30,490,956,176.38    17.780,9 -   04.26.1991    05.23.1991 
05.23.1991    30,710,162,747.26    17.833,7 -   06.18.1991    06.27.1991 
04.28.1992    337,561,908,212.47    18.061,7 -   06.08.1992    07.06.1992 
04.28.1992    367,257,139,084.96    18.061,7 -   06.08.1992    07.06.1992 
06.25.1992    369,418,108,461.33    18.089,9 -   07.09.1992    07.17.1992 
04.01.1993    4,523,333,257,454.10    18.255,3 -   04.29.1993    05.20.1993 
04.01.1993    4,814,158,615,553.95    18.255,3 -   04.29.1993    05.20.1993 
06.15.1993    4,928,475,489,940.957    18.313,9 -   07.13.1993    08.24.1993 

6 Rectification in ONS No. 2780 of May 27, 1988
7 Due to Provisional Executive Act No. 336, dated July 28, 1993, which changed the national currency, as of August 1, 1993, the company capital is registered in "cruzeiros reais" (CR$ 4,928,475,475.41 as of the last date)

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Changes In The Capital Stock (Article 4)

        C.R.S.P.    MINUTES in 
SM of    NEW CAPITAL - CR$     FILE NO.    DATE    ONS PR of 
04.26.1994    122,158,200,809.218    18.478,1 -   05.10.1994    06.08.1994 
 
    R$             
04.25.1995    446,545,229.15    9,5069647,1 -   05.18.1995    06.19.1995 
04.23.1996.    546,847,990.88     960710000 -   05.07.1996    05.15.1996 
07.29.1997    1,087,959,086.889     971614130 -   07.30.1997    08.01.1997 
08.07.1997    1,169,125,740.569     971761671 -   08.12.1997    08.15.1997 
03.12.1998    1,225,351,436.59     980428793 -   04.01.1998    04.07.1998 
03.25.1999    1,620,246,833.38     990646483 -   04.14.1999    04.23.1999 
12.26.2002    2,900,000,000.00    20030096413 -   01.29.2003    02.10.2003 
04.29.2004    3,480,000,000.00    20041866290 -   06.07.2004    06.18.2004 
04.27.2006    3,875,000,000.00    20061227897 –   05.09.2006    05.24.2006 
04.27.2007    4,460,000,000.00    20071761462 –   05.15.2007    05.29.2007 

8 Due to Provisional Executive Act No. 542, dated June 30, 1994, which changed the national currency, as of July 1, 1994, the capital is entered in "reals" (R$ 44,421,146.54 as of last date)
9 Change in the capital stock authorized by the Board of Directors

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LAW NO. 1,384/53

ABRIDGEMENT: This law institutes the Electrification Fund and provides for further measures.

(...)
Article 9 - It is incumbent upon the Executive Power in the State the incorporation of mixed-capital companies for the construction and exploitation of electric power generating plants, as well as the participation in them.

Sole Paragraph*: The company incorporated in compliance with the provisions in this article may also, by itself, through other public concessionaires in which it already holds shares, or concerns in which it may participate, provided the government is the major shareholder in any of them, pursue the objects of:

(a) researching and studying, technically and economically, any sources of energy;

(b) researching, studying, planning, constructing, and developing the production, transformation, transportation, storage, distribution, and trade of energy in any of its forms, chiefly electric power, as well as fuels and energetic raw materials;

(c) studying, planning, designing, constructing, and operating dams and their reservoirs, as well as further undertakings for the multiple uses of water resources;

(d) providing information and technical assistance services regarding the rational use of energy by business undertakings for implementing and developing economic activities deemed relevant to the development of the State.

(e)** implementing electronic data transmission, electronic communications and control, cellular telephone systems, and other endeavors that may be deemed relevant to the Company and the State of Paraná, being for such aims and for the aims set forth in “b” and “c” above authorized to join consortia or concerns with private companies, holding either major or minor stakes in them.

(...)

Curitiba, November 10, 1953

BENTO MUNHOZ DA ROCHA NETO

Eugênio José de Souza

Rivadávia B. Vargas

* Sole Paragraph appended by Law 7,227 of October 22, 1979, published in the first page of the Official Newspaper of the State of Paraná No. 661 of October 24, 1979.
** Item “e” appended by Law 11,740 of June 19, 1997, published in the first page of the Official Newspaper of the State of Paraná no. 5,027 of June 19,1997.

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DECREE NO. 14,947/54*

ABRIDGEMENT: This decree rules on the incorporation of Companhia Paranaense de Energia Elétrica - COPEL, and provides for further measures.

The Governor of the State of Paraná using the powers granted to him, and under the authorization provided for in law No. 1384, of November 10, 1953, hereby decrees:

Article 1 - Companhia Paranaense de Energia Elétrica is incorporated with the object of planning, constructing, and exploiting systems of production, transmission, transformation, distribution, and sale of electric power and related services by itself or by means of concerns which it may organize, or in which it may participate.

Article 2 - The capital stock of the company shall be Cr$ 800,000,000.00 (eight hundred million cruzeiros) of which up to 40% may be represented by preferred shares with no voting rights.

Article 3 - The State shall subscribe at least 60% of the share capital.

Article 4 - The State shall dispose of funds ascertained from the Electrification Fund, created by Law No. 1.384 of November 10, 1953, in order to pay up share capital. It may also incorporate into the company's property the total or part of the fixed assets and other assets used for production, transmission, and distribution of electric power under State control.

Article 5 - The corporation shall be ruled by the by-laws approved in the act of its incorporation.

Article 6 - On behalf of the State, the Governor shall name his representative to perform the acts required for the incorporation of the company.

Article 7 - This decree shall come into effect on the date of its publication, all provisions to the contrary being hereby revoked.

Curitiba, October 26, 1954; 133rd year of Independence, 66th year of the Republic.

Signed: BENTO MUNHOZ DA ROCHA NETO

             ANTÔNIO JOAQUIM DE OLIVEIRA PORTES

 

* Published in the Official Newspaper of October 27, 1954

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DECREE NO. 37,399*

ABRIDGEMENT: This decree grants COPEL authorization to operate as an electric power utility.

The President of the Republic, making use of the powers granted to him by article 87, paragraph 1, of the Constitution, and in accordance with the provisions of Decree No. 938, article 1, of December 8, 1938, and regarding the petition submitted by Companhia Paranaense de Energia Elétrica - COPEL, hereby decrees:

Article 1 - Authorization is granted to Companhia Paranaense de Energia Elétrica - COPEL, with head office in Curitiba, Paraná, to operate as an electric power utility in accordance with the provisions of Decree No. 938 of December 8, 1938, jointly with Decree-Law No. 2627 of September 26, 1940; COPEL shall be bound to meet all requirements of the Water Code (Decree No. 24643 of July 10, 1934), as well as subsequent laws and regulations, subject to rescission of this act.

Article 2 - This Decree shall come into effect on the date of its publication.

Article 3 - All provisions to the contrary are hereby revoked.

Rio de Janeiro, May 27, 1955; 134th year of Independence and 67th year of the Republic

Signed: JOÃO CAFÉ FILHO

            MUNHOZ DA ROCHA

 

 

*Published in the Official Newspaper No. 128 of June 4, 1955

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