elp20150113_6k.htm - Generated by SEC Publisher for SEC Filing

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 January, 2015

Commission File Number 1-14668

COMPANHIA PARANAENSE DE ENERGIA

(Exact name of registrant as specified in its charter)

Energy Company of Paraná

(Translation of Registrant's name into English)

Rua Coronel Dulcídio, 800
80420-170 Curitiba, Paraná
Federative Republic of Brazil
(5541) 3222-2027

(Address of principal executive offices)

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____

MANUAL FOR PARTICIPATION

IN GENERAL MEETINGS

189^th Extraordinary General Meeting

February 9, 2015


TABLE OF CONTENTS

1. Message from the Chairman of the Board of Directors	3

2. Guidance for Participation in the General Meeting	4
Attending Shareholder	4
Shareholder Represented by Proxy	4
Holders of ADRs	4

3. Call Notice	5

4. Information on the matters to be examined and discussed at the 189^th
Extraordinary General Meeting	6
Replacement of members of the Board of Directors	6
Replacement of a member of the Fiscal Council	7


Annexes (Anexos - only in Portuguese)
I - item 12.6 to 12.10 of CVM’s Reference Form (annex 24 to CVM’s Rule 480/2009)

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1. Message from the Chairman of the Board of Directors

Dear Shareholder:

It is with immense pleasure that I present to you this Manual for Participation in the Annual General Meeting of the Companhia Paranaense de Energia - Copel, with general guidance for an effective participation and exercise of the vote.

This manual has been prepared based on Copel's Corporate Governance policy, which is founded on transparency and equity.

The manual aims to present, in a clear and brief way, the information related to the Company’s Annual General Meeting, seeking thereby to contribute for the understanding of the proposals for resolution and to encourage the participation of shareholders in the events of the annual corporate agenda of the Company.

Copel’s 189^th Extraordinary General Meeting (EGM) was called for February 9, 2015, at 2:30 p.m., at the Company’s headquarters located at Rua Coronel Dulcídio 800, in the city of Curitiba.

The matters to be presented in the AGM for resolution of shareholders are described in the Call Notice and in this manual as well as the types of shares granting the right to vote on the item of the agenda. Given the current number of Company shareholders, this manual seeks to encourage and enable participation in the General Meetings.

Your participation is very important, considering that issues relevant to the Company are dealt with in the meetings.

Sincerely,

Luiz Fernando Leone Vianna

Executive Secretary of the

Board of Directors

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2. Guidance for Participation in the General Meeting

Copel’s shareholders may take part in the General Meeting by attending the meeting at the Company’s headquarters and voting, or by appointing a proxy to represent them, as described below.

Attending Shareholder

The shareholder wishing to take part in the General Meeting shall arrive a few minutes before the time indicated in the Call Notice and bear the following documents:

· Identity card (RG), Alien’s Identity Card (RNE), Brazilian Driver’s License (CNH) or an accreditation card issued by an official professional organization; and

· Proof as Company shareholder issued by a depositary financial institution or a custodian agent or through the shareholding position issued by Copel.

Shareholder Represented by Proxy

The shareholder who is not able to attend the meeting and wishes to take part in the General Meeting may appoint a proxy with powers to represent him/her.

Pursuant to Article 126, paragraph 1, of the Brazilian Corporation Law 6,404/1976, the proxy shall be a shareholder, lawyer or manager of the Company or of a financial institution/investment fund. The proxy shall have been appointed not more than one year before the date of the General Meeting.

The documents required are the following:

· Power of attorney with special powers for representation at Copel’s General Meeting, bearing a notarized signature of the grantee (shareholder);

· Bylaws or Article of Incorporation and instrument of election/appointment of the managers in the event of the grantee being a legal entity; and

· Proof of ownership of the shares issued by the Company, conferred by the depositary financial institution and/or custodian.

Note: the documents mentioned in the second item above shall be forwarded to Copel’s headquarters, Diretoria de Finanças e de Relações com Investidores, Departamento de Acionistas e Custódia, at Rua Coronel Dulcício nº 800 – 3 º andar, preferably 48 hours prior to the Meeting.

Holders of ADRs

The financial depositary institution of American Depositary Receipts (ADRs) in the United States, The Bank of New York Mellon, will send the powers of attorney to the holders of ADRs, so that they exercise their voting right at the General Meeting.

The participation shall take place through Banco Itaú, representative of The Bank of New York Mellon in Brazil.

Should there be any doubt concerning the General Meeting procedures and deadlines, please contact the Shareholders and Custody Department (Departamento de Acionistas e Custódia) at the telephone number (55 41) 3331-4269 or through the e-mail address acionistas@copel.com.

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3. Call Notice

EXTRAORDINARY GENERAL MEETING

CALL NOTICE

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary General Meeting to be held on February 9, 2015, at 2:30 p.m. at the Company’s head office located at Rua Coronel Dulcídio, 800, Curitiba, to decide on the following agenda:

1. Replacement of members of the Board of Directors; and

2. Replacement of a member of the Fiscal Council.

Notes: a) Documents referring to the matters to be discussed at the Extraordinary Shareholders’ Meeting, in addition to the Manual for Attendance in Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (www.copel.com); b) Powers-of-attorney for the Extraordinary Shareholders’ Meeting shall be filed at the Company’s head office, at the Shareholders and Custody Department of the Chief Financial and Investors’ Relations Office, at Rua Coronel Dulcídio, 800, 3º andar, Curitiba, at least forty-eight hours prior to the meeting.

Curitiba, January 9, 2015

Luiz Fernando Leone Vianna

Executive Secretary of the Board of Directors

Publication

This Call Notice was published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaper Gazeta do Povo, as of January 9, 2014, being also available on the Company’s website (www.copel.com).

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4. Information on the matters to be examined and discussed at the 189^thExtraordinary General Meeting

Below the Company’s Management presents some clarifications related to each item for resolution at the Extraordinary General Meeting for the exercise of a conscious vote:

Replacement of members of the Board of Directors

Clarifications

Copel’s Board of Directors is a decision-making body, composed of 7 (seven) or 9 (nine) members, Brazilian, shareholders, residing in the country and elected by the General Assembly, pursuant to the Brazilian Corporation Law (Law 6,404/76).

The Board of Directors has as its main duty the laying down of the overall strategy for the Company business.

In accordance with Law 6,404/1976 (Brazilian Corporation Law), in order to take office, all Board members shall sign a clearance certificate declaring that they are not impeded by any crimes provided for by law from performing business activities, and they shall also execute the Investiture Instrument and the Instruments of Adhesion to the Policies for Disclosure of Material Information and Maintenance of Confidentiality and for Trading of Securities issued by Copel itself, set forth by CVM Rule 358/2002, through which they undertake to comply with the rules therein.

Additionally, the members of the Board of Directors, in order to take office, shall sign a Management Consent Form as referred in the Corporate Governance Practices of Level 1 Regulation ("Level 1 Regulation") of BM&Fbovespa - Securities, Commodities and Futures Exchange, in compliance with article 30 of the Company’s Bylaws.

Pursuant to the current legislation, the majority shareholder may appoint, at any time, new members to replace positions to which he is entitled to complete the mandate in full force.

Thus, the majority shareholder hereby appoints the following members to Copel’s Board of Directors to complete the 2013-2015 term of office:

· Mr. Luiz Fernando Leone Vianna, as the Executive Secretary, as established in the Company’s Bylaws, in replacement of Mr. Lindolfo Zimmer;

· Mr. Fernando Xavier Ferreira, as the Chairman, in replacement of Mr. Mauricio Schulman;

· Mr. Mauro Ricardo Costa, as a member, in replacement of Mr. Luiz Eduardo da Veiga Sebastiani.

The other members of the Board of Directors (the member appointed by the minority shareholders, the member elected as the representative of the Company’s employees and the members appointed by BNDES) remain as members of the Board.

Annex I - item 12.6 to 12.10 of the Reference Form.

Voting right

In this item of the agenda, only holders of common shares are entitled to vote.

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Replacement of a member of the Fiscal Council

Clarifications

Copel’s Fiscal Council operates on a permanent basis and its main duties are overseeing the managers’ acts, examining and giving an opinion on the Financial Statements and reporting its conclusions to the Company’s shareholders.

In accordance with the Brazilian Corporation Law (Law 6,404/1976), in order to take office, all members of the Fiscal Council shall sign a clearance certificate declaring that they are not impeded by any crimes provided for by law from performing business activities, and they shall also execute the Investiture Instrument and the Instruments of Adhesion to the Policies for Disclosure of Material Information and Maintenance of Confidentiality and for Trading of Securities issued by Copel itself, set forth by CVM Rule 358/2002, through which they undertake to comply with the rules therein.

Copel’s Fiscal Council comprises five sitting members and an equal number of alternates. Three sitting members and their respective alternates are appointed by the state of Paraná, which is the majority shareholder of the Company.

The majority shareholder hereby appoints Mr. George Hermann Rodolfo Tormin, as a sitting member of the Fiscal Council, in replacement of Mr. Nelson Leal Junior, to complete the 2014-2015 term of office.

The other members of the Fiscal Council (members elected by the minority shareholders) remain as members of the board.

Annex I - item 12.6 to 12.10 of the Reference Form.

Voting right

In this item of the agenda, only holders of common shares are entitled to vote.

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COMPANHIA PARANAENSE DE ENERGIA
Corporate Taxpayer’s ID (CNPJ): 76.483.817/0001-20
CVM Code: 1431-1

12. General Meeting and Management

12.6 / 8 – Members of the management and fiscal council and their professional experience

APPOINTED BY CONTROLLING SHAREHOLDER FOR THE BOARD OF DIRECTORS

Name		Age		Management body	Elected on	Term of office
Luiz Fernando Leone Vianna		62		Member of the Board of Executive Officers and Board of Directors	12/23/2014	BEO 2015/2017 BD 2013/2015
Individual Taxpayers’ ID (CPF)		Profession		Title	Date of investiture	Elected by controlling shareholder
201.576.659-68		Electric engineer and business administrator		33 – CEO and Board Member (sitting member)	01/01/2015	Yes
Other positions and duties performed at the company
Institutional Relations Officer (January to December/2002), cumulatively as Chief Executive Officer at Copel Geração; CEO at Copel Geração S.A. (May 1999 to December 2002); CEO’s Assistant (September 1998 to April 1999); Chief Operations Officer’s assistant (July 1997 to September 1998); Chief Operations Officer (July 1997 to July 1998); Operations and Maintenance Superintendent of Geração e Transmissão Leste (January 1995 to July 1997); Manager of the Power Plants Maintenance Department (April 1990 to January 1995); Manager of the Electric Maintenance Division of the Power Plants Maintenance Department (April 1985 to January 1990); Manager of the Hydroelectric Power Plant Gov. Bento Munhoz da Rocha Netto - Foz do Areia (June 1980 to April 1985); Manager of the Hydroelectric Power Plant Gov. Parigot de Souza (July 1979 to June 1980); Engineer of the Power Plant Maintenance Engineering Department (July 1978 to June 1979).
Professional experience / Statement of eventual convictions
Main activities performed: Vice-Chairman of the Advisory Council at the Electricity Research Company – CONCEPE (June 2007 to date); Chairman of the Board of Directors at the Brazilian Association of Independent Producers of Electricity – APINE (2004 to date); Chairman and Board Member at the Electricity Sector Environment Forum – FMASE (2005 to date); Consultant at Vianna Consultoria Ltda. (2003 to 2004) Education: Mr. Vianna holds a bachelor’s degree in Business Administration from UFPR (1974); a bachelor’s degree in Electric Engineering from UFPR (1978); graduate studies in Supplies for Electric Equipment from UFPR (1992); specialization course in Maintenance of Hydroelectric Power Plants from ELETROBRAS (1982); a specialization course in Maintenance Management from ELETROBRAS (1984). Other information No criminal conviction
Name	Age		Management body		Elected on		Term of office
Mauro Ricardo Machado Costa	52		Member of the Board of Directors		12/23/2014		2013/2015
Individual Taxpayers’ ID (CPF)	Profession		Title		Date of investiture		Elected by controlling shareholder
266.821.251-00	Business administrator		27 – Independent Board Member (sitting member)				Yes
Other positions and duties performed at the company
No position held at the company
Professional experience / Statement of eventual convictions
Current duties: Currently, Mr. Costa is the Municipal Treasury Secretary of Salvador. Main activities performed: Auditor of Brazilian Internal Revenue Service. Mr. Costa held positions as Treasury Secretary of the State of São Paulo (2007 to 2010) and Finance Secretary of the Municipal Government of São Paulo twice (from 2005 to 2006 and from 2011 to 2012). Amongst other projects, he was in charge of implementing the successful programs referred to as Nota Fiscal Paulista and Nota Fiscal Paulistana (São Paulo Bill of Sale), respectively. He was President of the National Health Foundation (FUNASA), the Health Ministry and of Companhia de Saneamento de Minas Gerais (COPASA) pertaining to the state government of Minas Gerais. Mr. Costa was Superintendent of the Free Economic Zone of Manaus (Suframa), linked to the Ministry of Development, Industry and Foreign Trade (1996 and 1999), besides holding other relevant positions at the federal government, Ministries of Treasury, Planning and Social Welfare. Education: Business Administrator with graduate studies in Public Administration from the Getúlio Vargas Foundation. Other information No criminal convictions