EX-1.1 2 exhibit1_1.htm EXHIBIT 1.1 exhibit1_1.htm - Generated by SEC Publisher for SEC Filing

Exhibit 1.1

 

 

 

 

 

 

 

Corporate Bylaws

NOC 000100

Approved and consolidated by the 187th Extraordinary Shareholders Meeting, of October 10, 2013, and amended by the 190th Extraordinary Shareholders meeting, of April 23, 2015.

 

 

 

 

 

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) 3310-5050

Fax: (55-41) 3331-4145

 


 

Exhibit 1.1

 

 

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 EXECUTIVE BOARD  07 
  Section IV  COMMON RULES APPLICABLE TO   
    MEMBERS OF THE BOARD OF   
    DIRECTORS AND TO OFFICERS  12 
CHAPTER IV  THE FISCAL COUNCIL  12 
CHAPTER V  THE SHAREHOLDERS MEETING  12 
CHAPTER VI  THE FINANCIAL YEAR  13 
CHAPTER VII  GENERAL AND TRANSITIONAL PROVISIONS  14 
 
 
Appendixes:       
I AMENDMENTS TO THE BYLAWS  15 
II CHANGES IN THE CAPITAL STOCK  16 
III STATE LEGISLATION (LAWS 1,384/53, 7,227/79 and 11,740/97)  19 
IV STATE LEGISLATION (DECREE No. 14,947/54)  20 
V FEDERAL LEGISLATION (DECREE No. 37,399/55)  21 

 

 

SM .................................................... Shareholders’ Meeting

ASM........................................ Annual Shareholders’ Meeting

ESM ............................. 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., 10.03.1960: October 3, 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.

 

 

 


 

 

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, providing solutions for a sustainable development;

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.

Paragraph 1

The Company shall be governed by these Bylaws and the applicable law.

Paragraph 2

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

Paragraph 3

With the admission of the Company in the special listing segment of BM&FBOVESPA - Stock Exchange, Commodities and Futures ("BM&FBOVESPA”), called Level 1 of Corporate Governance, the Company, its shareholders, managers and members of the Fiscal Council are subjected to the provisions on the Regulation of Level 1 Listing ("Regulation of Level 1”).

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$ 6,910,000,000.00 (six billion, nine hundred and ten million reais) 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 380,291 (three hundred and eighty thousand, two hundred and ninety-one) shares are class “A” shares and 128,244,004 (one hundred twenty-eight million, two hundred forty-four thousand and four) shares are class “B”

 

 

 

 

 

Paragraph 1

Upon approval by the Board of Directors, the capital stock may be increased, irrespective of any amendment to the Bylaws, 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.

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, at least, 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. 6,404/76, with the amendments introduced by Law no. 10,303, of October 31, 2001.

Paragraph 5

Thepreferred 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.

 

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 unified 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 Chairman by letter, telegram, fax or e-mail, with a minimum 72-hour notice. The Board of Directors shall operate with the presence of 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 Bylaws;

III

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

IV

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

V

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

VI

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

VII

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

VIII

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 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 Bylaws;

IX

select and discharge independent auditors;

X

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

XI

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;

XII

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

XIII

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

XIV

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 five 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, as follows: a Chief Executive Officer; a Chief Business Management Officer; a Chief Financial and Investor Relations Officer; a Chief Institutional Relations Officer; and a Chief Business Development Officer. The Company may as well elect a Chief Assistant 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, in order to pursue sustainable development, vested in the powers granted to them by the law and by these Bylaws. 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;

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 Bylaws;

VI   

carrying out the Company’s Bylaws 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;

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 Bylaws; and

 

 

 

 

 

XV  

advancing measures aimed at integration and synergy among the different areas of the Company and its wholly-owned subsidiaries.

Paragraph 1

The duties referred to in articles 21 to 26 of these Bylaws 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 III, of these Bylaws, 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 of the chief officers. 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.

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.

Paragraph 7

The Board of Officers of the wholly-owned subsidiaries shall consist of three members, necessarily the Chief Executive Officer of the respective subsidiary company and one chief officer of Copel.

Paragraph 8

It is incumbent upon Copel’s Chief Financial and Investor Relations Officer to perform the duties of Chief Financial Officer for the wholly-owned subsidiaries.

Paragraph 9

The appointment of chief officers for the wholly-owned subsidiaries shall necessarily include one employee of Copel or of its wholly-owned subsidiaries.

 

 

 

 

Article 21 

The Chief Executive Officershall be responsible for:

I

directing and coordinating the work of the executive officers;

II

overseeing and running all the Company’s businesses;

III

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;

IV

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

V

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

VI

carrying out the functions of Executive Secretary of the Board of Directors;

VII

managing and coordinating matters related to:

a) 

the integrated corporate planning and management of the corporate performance,

b)

internal audit, and

c)

corporate governance of the Company and its wholly-owned subsidiaries, and the recording of corporate events and official communications of the chief officers of the Company and those of its wholly-owned subsidiaries.

VIII 

setting policies and guidelines, and coordinating matters related to corporate marketing and communication of the Company and its wholly-owned subsidiaries.

Article 22 

The Chief Business Management Officer shall be responsible for:

I

setting policies and guidelines, enforcing them in the Company and in its wholly-owned subsidiaries, in connection with:

a)

people management, as regards staff provision, human resources management, plan for jobs and careers, compensation and benefits, occupational medicine, workplace safety, social work, professional training and development, labor and union relations;

b)

service and supply logistics;

c)

corporate security; and

d)

information technology.

II

promoting and coordinating relations between Copel and Fundação Copel.

Article 23

The Chief Financial and Investor Relations shall be responsible for:

I

managing and coordinating matters related to economic, financial, taxation, accounting and budgeting management, to asset insurance and applications and investments in the financial market, for the Company and its wholly-owned subsidiaries;

II   

representing the Company in its relations with the Comissão de Valores Mobiliários - CVM and the Securities and Exchange Commission - SEC, shareholders, investors, stock exchanges, the Central Bank of Brazil and other agencies or entities operating in the domestic and international capital markets;

 

 

 

 

 

III   

defining the economic and financial policies as to govern acquisition and participation of the Company and its wholly-owned subsidiaries in businesses of their interest;

IV   

providing the financial resources required for the operations and expansion of the Company and its wholly-owned subsidiaries;

V    

managing and coordinating the economic controllership of businesses and holdings of the Company and its wholly-owned subsidiaries, and managing corporate risks; and

VI   

submitting to the Executive Board demands for funding of the wholly-owned subsidiaries, other businesses, joint ventures and holdings of the Company and its wholly-owned subsidiaries.

Article 24 

The Chief Institutional Relations Officer shall be responsible for:

I     

managing and coordinating the political and institutional relations of the Company and its wholly-owned subsidiaries with government and private bodies;

II    

defining and coordinating policies and guidelines for the Company, its wholly-owned subsidiaries and other of its holdings as regards the enforcement and development of strategies concerning corporate regulatory matters, as well as carrying out their correlating activities;

III   

coordinating the ombudsman affairs;

IV   

defining and coordinating policies and guidelines concerning legal assistance and protection of the interests of the Company and its wholly-owned subsidiaries;

V    

providing legal assistance and protection to the interests of the Company and its wholly-owned subsidiaries as regards corporate, tax and administrative law, the latter only in matters to be submitted to the senior management of the Company or in those serving as support to their decision making;

VI   

defining and coordinating policies ans guidelines concerning social, environmental and corporate citizenship matters of the Company and its wholly-owned subsidiaries; and

VII  

managing and coordinating matters concerning sustainability and social responsibility of the Company and its wholly-owned subsidiaries.

Article 25 

The Chief Business Development Officer shall be responsible for:

I     

managing and coordinating the prospecting of businesses in fields related to the Company’s objects, in alignment with its strategoc planning;

II    

managing and coordinating the execution of technical, economic and financial, legal, regulatory, landholding, social and environmental feasibility assessments of the businesses referred to in the preceding item;

III   

managing and coordinating negotiations and structuring of partnerships required by the development of businesses, as well as their respective contract negotiation and corporate documents;

IV   

coordinating the Company’s participation in businesses auctions;

V    

managing assessments concerning the expansion planning of the power segment for generation and distribution;

 

 

 

 

 

VI   

submitting to the Executive Board matters related to the exercise of preemptive right in companies or joint ventures in which the Company and its wholly-owned subsidiaries hold interest;

VII  

defining policies and guidelines concerning research, development and innovation (R&D+I) for all businesses of the Company and its wholly-owned subsidiaries, in strict alignment with the strategic planning;

VIII 

coordinating assessments and submitting to the Executive Board transferrings of interest holdings of the Company and its wholly-owned subsidiaries, all in the light of laws and regulations in force;

IX   

coordinating, as regards the Company and its wholly-owned subsidiaries, negotiations related to incorporation, amendments and corporate documentation of controlled and related undertakings, as well as of joint ventures, in which the Company and its wholly-owned subsidiaries hold interest;

X    

monitoring and overseeing management and performance of controlled and related undertakings of the Company and its wholly-owned subsidiaries, in accordance with sound corporate governance criteria, and assuring that their business plans are fulfilled as set forth in these Bylaws; and

XI   

coordinating assessments and submitting to the Executive Board voting declarations for Shareholders Meetings of companies and joint ventures in which the Company and its wholly-owned subsidiaries hold interest.

Article 26 

The Chief Assistant Officer shall be responsible for performing the duties specifically assigned to him or her according to these Bylaws.

Section IVCommon Rules Applicable to Members of the Board of Directors and to Officers

Article 27 

The senior managers 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 28 

The compensation of the senior managers shall be established annually by the Annual Shareholders’ Meeting and may be changed upon decision by an Extraordinary Shareholders’ Meeting.

Article 29  

The positions of Chairman of the Board of Directors and Chief Executive Officer cannot be accumulated by the same person.

Article 30 

Members of the Board of Directors and the Executive Board will take their respective positions by signing the "Term of Office", in book, and "Term of Consent of the Directors” referred to in the "Regulation of Level 1” of the BM&FBOVESPA .

 

 

Chapter IV - The Fiscal Council

Article 31 

The Company shall have a Fiscal Council composed of five members and five alternates, who may or may not be shareholders, elected annually at the Shareholders’ Meeting.

Article 32 

The Fiscal Council shall operate permanently and shall meet whenever called by its Chairman.

 

 

 

 

 

 

Sole paragraph:The Chairman of the Fiscal Council shall be elected by his peers.

Article 33  

The compensation of the Fiscal Council members shall be established at the Shareholders’ Meeting which elects them, provided the legal minimum required is met.

Article 34 

The Fiscal Council shall operate in compliance with the obligations and functions, duties and responsibilities provided for in the law.

 

 

Chapter V - The Shareholders’ Meeting

 

Article 35 

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 36 

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 37 

A shareholder may be represented by an attorney who meets the legal requirements.

Article 38 

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 39 

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

 

 

 

Chapter VI - The Financial Year

 

Article 40 

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, at least 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 Bylaws.

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 41

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 42

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 43

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 44

The duties of the Chief Business Development Officer, referred to in items IX, X and XI of article 25 in these Bylaws, shall be assigned to a wholly-owned subsidiary eventually incorporated with the object of holding interest in controlled companies, related undertakings and joint ventures.

 

 

 

 

Amendments to the Corporate Bylaws

The original text of COPEL Bylaws 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

SM of

Commercial Registry

File No. date

Published in the ONS – PR on

09.09.1969

83759

10.01.1969

10.08.1969

08.21.1970

88256

09.04.1970

09.14.1970

10.22.1970

88878

11.05.1970

11.16.1970

04.28.1972

95513

05.24.1972

05.30.1972

04.30.1973

101449

08.15.1973

08.28.1973

05.06.1974

104755

05.21.1974

06.05.1974

12.27.1974

108364

02.07.1975

02.21.1975

04.30.1975

110111

06.03.1975

06.18.1975

03.26.1975

114535

04.29.1976

05.10.1976

02.15.1978

123530

02.28.1978

03.08.1978

08.14.1979

130981

11.09.1979

11.20.1979

02.26.1980

132253

03.25.1980

04.16.1980

10.30.1981

139832

12.01.1981

12.18.1981

05.02.1983

146251

05.31.1983

06.14.1983

05.23.1984

150596

07.26.1984

08.28.1984

12.17.1984

160881

01.17.1985

02.11.1985

06.11.1985

162212

07.01.1985

07.18.1985

01.12.1987

166674

02.13.1987

02.26.1987

03.18.1987

166903

04.07.1987

05.08.1987

06.19.1987

167914

07.02.1987

07.14.1987

02.22.1994

184447

02.28.1994

03.17.1994

08.22.1994

3090

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

03.13.2009

20091201500

03.13.2009

03.31.2009

07.08.2010

20106612077

07.20.2010

05.04.2010

04.28.2011

20111122929

05.10.2011

06.07.2011

04.26.2012

20123192609

05.09.2012

05.15.2012

04.25.2013

20132186560

05.07.2013

05.20.2013

07.25.2013

20134231198

07.30.2013

08.09.2013

10.10.2013

20135861330

10.15.2013

10.25.2013

04.24.2014

20142274046

04.29.2014

05.05.2014

 

 

 

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

FILE NO. DATE

MINUTES in
ONS PR of

10.01.1960

1,400,000,000.00

26350 - 10.13.1960

10.14.1960

04.16.1962

4,200,000,000.00

31036 - 05.03.1962

05.26.1962

11.11.1963

8,000,000,000.00

37291 - 11.28.1963

12.02.1963

10.13.1964

16,000,000,000.00

50478 - 10.23.1964

10.31.1964

09.24.1965

20,829,538,000.00

65280 - 10.15.1965

10.18.1965

10.29.1965

40,000,000,000.00

65528 - 11.12.1965

11.18.1965

09.20.1966

70,000,000,000.00

70003 - 10.11.1966

10.18.19663

 

NCr$

 

 

10.31.1967

125,000,000.00

74817 - 12.01.1967

12.07.1967

06.17.1968

138,660,523.00

77455 - 06.27.1968

07.13.1968

11.27.1968

180,000,000.00

79509 - 12.10.1968

12.20.1968

06.06.1969

210,000,000.00

82397 - 07.11.1969

08.05.1969

10.13.1969

300,000,000.00

84131 - 10.30.1969

11.03.1969

12.03.1969

300,005,632.00

84552 - 12.16.1969

12.30.1969

04.06.1970

332,111,886.00

86263 - 05.14.1970

06.09.1970

 

Cr$

 

 

11.24.1970

425,000,000.00

89182 - 12.11.1970

12.18.1970

12.18.1970

500,178,028.00

89606 - 02.04.1971

02.17.1971

07.31.1972

866,000,000.00

97374 - 09.21.1972

10.04.1972

04.30.19734

867,934,700.00

101449 - 08.15.1973

08.28.1973

08.31.1973

877,000,000.00

102508 - 11.09.1973

11.21.1973

10.30.19735

1,023,000,000.00

103387 - 01.25.1974

02.11.1974

05.30.1974

1,023,000,010.00

105402 - 06.21.1974

06.27.1974

12.27.1974

1,300,000,000.00

108364 - 02.07.1975

02.21.1975

04.30.1975

1,302,795,500.00

110111 - 06.13.1975

06.18.1975

12.22.1975

1,600,000,000.00

113204 - 01.15.1976

02.13.1976

03.26.1976

1,609,502,248.00

114535 - 04.29.1976

05.10.1976

12.17.1976

2,100,000,000.00

118441 - 01.14.1977

02.04.1977

08.29.1977

3,000,000,000.00

122059 - 10.14.1977

10.25.1977

11.16.1977

3,330,000,000.00

122721 - 12.13.1977

01.12.1978

04.28.1978

3,371,203,080.00

125237 - 07.06.1978

07.20.1978

12.14.1978

4,500,000,000.00

127671 - 01.19.1979

03.06.1979

03.05.1979

5,656,487,659.00

128568 - 05.04.1979

05.17.1979

04.30.1979

5,701,671,254.00

129780 - 07.24.1979

08.14.1979

09.24.1979

8,000,000,000.00

130933 - 11.05.1979

11.23.1979

 

 

 

 

 

3 Rectified by ONS PR on June 5, 1967

4 Ratified by ESM on August 7, 1973, published in ONS PR on August 23, 1973

5 Ratified by ESM on December 21, 1973, published in ONS PR on February 1, 1974

 

 

 

 

Changes In The Capital Stock (Article 4)

 

SM of

NEW CAPITAL - Cr$

C.R.S.P.

FILE NO. DATE

MINUTES in
ONS PR of

03.27.1980

10,660,296,621.00

133273 - 06.17.1980

06.27.1980

04.29.1980

10,729,574,412.00

133451 - 06.27.1980

07.16.1980

10.16.1980

11,600,000,000.00

135337 - 12.02.1980

01.20.1981

04.30.1981

20,000,000,000.00

137187 - 05.19.1981

05.29.1981

10.30.1981

20,032,016,471.00

139832 - 12.01.1981

12.18.1981

04.30.1982

37,073,740,000.00

141852 - 06.01.1982

06.17.1982

10.29.1982

39,342,000,000.00

144227 - 12.14.1982

12.29.1982

03.14.1983

75,516,075,768.00

145422 - 04.12.1983

05.10.1983

05.02.1983

80,867,000,000.00

146251 - 05.31.1983

06.14.1983

09.01.1983

83,198,000,000.00

148265 - 10.25.1983

12.09.1983

04.10.1984

205,139,191,167.00

150217 - 06.15.1984

07.17.1984

04.10.1984

215,182,000,000.00

150217 - 06.15.1984

07.17.1984

10.05.1984

220,467,480,000.00

160412 - 11.08.1984

11.27.1984

03.25.1985

672,870,475,837.00

161756 - 05.21.1985

06.11.1985

03.25.1985

698,633,200,000.00

161756 - 05.21.1985

06.11.1985

09.18.1985

719,093,107,000.00

163280 - 11.14.1985

11.27.1985

 

Cz$

 

 

04.25.1986

2,421,432,629.00

164815 - 06.11.1986

06.30.1986

10.23.1986

2,472,080,064.00

166138 - 11.06.1986

11.14.1986

03.18.1987

4,038,049,401.49

166903 - 04.07.1987

05.08.1987

03.18.1987

4,516,311,449.87

166903 - 04.07.1987

05.08.1987

09.18.1987

4,682,539,091.91

168598 - 10.06.1987

10.16.1987

04.14.1988

18,772,211,552.10

170034 - 05.06.1988

05.25.19886

04.14.1988

19,335,359,578.00

170034 - 05.06.1988

05.25.1988

06.14.1988

19,646,159,544.00

170727 - 07.11.1988

07.20.1988

04.25.1989

174,443,702,532.00

172902 - 05.26.1989

07.06.1989

 

NCz$

 

 

04.25.1989

182,848,503.53

172902 - 05.26.1989

07.06.1989

06.26.1989

184,240,565.60

173374 - 07.12.1989

07.21.1989

 

Cr$

 

 

03.30.1990

2,902,464,247.10

175349 - 05.02.1990

05.09.1990

03.30.1990

3,113,825,643.60

175349 - 05.02.1990

05.09.1990

05.25.1990

3,126,790,072.52

176016 - 07.10.1990

08.09.1990

03.25.1991

28,224,866,486.42

177809 - 04.26.1991

05.23.1991

03.25.1991

30,490,956,176.38

177809 - 04.26.1991

05.23.1991

05.23.1991

30,710,162,747.26

178337 - 06.18.1991

06.27.1991

04.28.1992

337,561,908,212.47

180617 - 06.08.1992

07.06.1992

04.28.1992

367,257,139,084.96

180617 - 06.08.1992

07.06.1992

06.25.1992

369,418,108,461.33

180899 - 07.09.1992

07.17.1992

04.01.1993

4,523,333,257,454.10

182553 - 04.29.1993

05.20.1993

04.01.1993

4,814,158,615,553.95

182553 - 04.29.1993

05.20.1993

06.15.1993

4,928,475,489,940.957

183139 - 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)

 

 

 

 

 

Changes In The Capital Stock (Article 4)

 

SM of

NEW CAPITAL - CR$

C.R.S.P.

FILE NO. DATE

MINUTES in
ONS PR of

04.26.1994

122,158,200,809.218

18.4781 - 05.10.1994

06.08.1994

 

 

 

 

 

R$

 

 

04.25.1995

446,545,229.15

950696471 - 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

04.27.2010

6,910,000,000.00

20105343960 - 05.06.2010

05.13.2010

 

 

 

 

 

 

 

 

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

 

 

 

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.

 

 

 

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. (Repealed as Decree No 3309 of July 25, 1997, published in ONS PR No 5053 of 07.25.1997.)

 

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 Bylaws 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

 

 

 

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

 

 

 

 

Law Nº 7,227/79 - 10/22/1979

 

ABRIDGMENT:  this law adds a paragraph to article 9 of Law nº 1,384 of November 10, 1953.

 

 

The Legislative Assembly of the State of Paraná hereby decrees and I sanction the following law:

 

 

Article 1 - A paragraph shall be added to article 9 of Law n° 1,384, of November 10, 1953, as follows:

 

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;

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.

 

Article 2 - This law shall come into effect on the date of its publication, all provisions to the contrary being hereby revoked.

 

 

Government Palace in Curitiba, October 22, 1979.

 

 

(a) NEY BRAGA

Governor of the State of Paraná

 

 

(a) EDSON NEVES GUIMARÃES

Finance Secretary of State

 

 

 

 

Law nº 11,740 - 06/19/1997*

 

 

ABRIDGMENT:  this law adds an item to the sole paragraph of article 9 of Law nº 1,384/53 with the object of setting down the activities in specific areas.

 

 

The Legislative Assembly of the State of Paraná hereby decrees and I sanction the following law:

 

 

Article 1 - Item “e” shall be added to the sole paragraph of article 9 of Law n° 1,384, of November 10, 1953, with the object of:

 

"e) setting down activities in the area of 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 sections “b” and “c” authorized to join consortia or concerns with private companies, holding either major or minor stakes in them.”

 

Article 2 - This law shall come into effect on the date of its publication, all provisions to the contrary being hereby revoked.

 

Government Palace in Curitiba, June 19, 1997.

 

 

(a) JAIME LERNER

Governor of the State of Paraná

 

 

(a) RAFAEL GRECA DE MACEDO

Chief of the Governor’s Staff

 

 

 

 

 

Published in the Official Newspaper nº 5027 of June 19, 1997

 


 

 

Law nº 14,286 - 02/09/2004*

 

ABRIDGMENTThis law alters specific dispositions of Law nº 1,384, of November 10, 1953, and provides for further measures.

 

The Legislative Assembly of the State of Paraná hereby decrees and I sanction the following law:

 

Article 1:  Alters item “e” of the sole paragraph of article 9 of Law nº 1,384, of November 10, 1953, which had article 1, of Law nº 11,740, of June 19, 1997, added to it, and adds new paragraphs, renaming the current sole paragraph as paragraph first, as follows:

"Article 9: ..........

Sole Paragraph: ..........

e) setting down activities in the area of 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 items “b” and “c” authorized to join consortia or concerns with private companies, holding either major or minor stakes in them, after due authorization of this Legislative Assembly and consideration of the general characteristics of the projects and their social and environmental impact.

§ 2. In order to make it possible for Copel to hold major stakes in partnerships already entered into, this company is hereby authorized to acquire stakes or shares of major stakeholders for the amount underwritten in the social contract registered in the Commercial Registry Office until February 27, 2003.

§ 3. Considering the proved valorization in the financial market of the stock mentioned in the previous paragraph, its acquisition shall be conditioned to prior authorization by law.

§ 4. In partnerships agreements for the creation of electric energy generation companies it is not allowed to insert a specific clause stating anticipated purchase of energy conditions by Copel.

§ 5. For the agreements still ruling for partnerships under study or in implementation, Copel shall provide, in 90 days, at a maximum, the revocation of any clause stating anticipated purchase of energy conditions.

§ 6. Copel shall annually send to the Legislative Assembly of the State of Paraná a detailed report of the financial and economic results.

 

Article 2 - This law shall come into effect on the date of its publication, revoking the provisions set forth in Law nº 11,740, of June 19, 1997.

 

Government Palace in Curitiba, February 9, 2004.

(a) ROBERTO REQUIÃO

Governor of the State of Paraná

(a) CAÍTO QUINTANA

Chief of the Governor’s Staff

 

Published in the Official Newspaper nº 6668, of February 13, 2004.

 


 

 

Law nº16,652 – 12/08/2010*

 

ABRIDGMENT:  this law alters the dispositions of Law nº 1,384, of November 11, 1953, as follows.

 

The Legislative Assembly of the State of Paraná hereby decrees and I sanction the following law:

 

 

Article 1 -. Alters item “e” of § 1 of article 9 of Law nº 1,384, of November 11, 1953, as follows:

“e) setting down activities in the area of power generation, 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 items “b” and “c” authorized to join, preferably, and by holding major stakes or through participation in the controlling group of consortia or concerns with private companies and pension funds and other private entities in bids for new concessions and/or in specific purpose companies already set up for the exploration of existing concessions with due consideration of their general characteristic projects and related social and environmental impacts.”

Article 2 - Item “f” of § 1º of article 9 of Law nº 1,384, of November 11, 1953, shall be included, as follows:

“f) the participation in the controlling group required in item “e” shall be compulsorily guaranteed in the establishment documents of the consortia or in the bylaws of the specific purpose companies, as it is the case.”

Article 3 - § 2-A in article 9 of Law nº 1,384, of November 11, 1953, shall be included, as follows:

“§ 2-A. In the cases of the consortia or companies mentioned in § 1º, item “e” of this article and established prior to the date of the publication of this alteration, Copel shall not be permitted to sell its stakes in them if such procedure leads to the company missing its major stakeholder condition.”

Article 4 - § 2º of article 9 of Law nº 1,384, of November 11, 1953, shall read as follows:

Ҥ 2. In order to make it possible for Copel to hold major stakes in partnerships already entered into, this company is hereby authorized to acquire stakes or shares of major stakeholders by the vote underwritten in the social contract registered in the Commercial Registry Office until February 20, 2003.

 

Article 5 - This law shall come into effect on the date of its publication. Government Palace in Curitiba, December 8, 2010.

 

(a) NELSON JUSTUS

Governor of the State of Paraná in Chief

 

(a) NEY CALDAS

Chief of the Governor’s Staff

 

 

Published in the Official Newspaper nº 8359, of December 8, 2010.