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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
| | | | | |
| CHAPTERI | | NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM | | 03 |
| | | | | |
| CHAPTERII | | EQUITY AND SHARES | | 03 |
| | | | | |
| CHAPTERIII | | 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 |
| | | | | |
| CHAPTERIV | | THE AUDIT COMMITTEE | | 12 |
| | | | | |
| CHAPTERV | | THE SHAREHOLDERS MEETING | | 12 |
| | | | | |
| CHAPTERVI | | THE FINANCIAL YEAR | | 12 |
| | | | | |
| CHAPTERVII | | 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 |
| | |
| |
| 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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CHAPTERI- NAME, HEAD OFFICE, OBJECTS, AND LIFE TERM
Article 1Companhia 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 ParagraphFor the performance of the activities referred to in this article, the Company may participate in other concerns, in compliance with the applicable laws.
Article 2The 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 3The Company is incorporated for an unlimited period of time.
CHAPTERII-EQUITY ANDSHARES
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 1Upon 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 2The 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 3The 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 4Debentures may be simple or convertible into shares, pursuant to article 57 of Law no. 6,404/76.
Article 5All the shares shall be registered.
Article 6The preferred shares shall be of classes “A” and “B” and shall carry no voting rights.
Paragraph 1The 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 2The 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 3The 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 4The 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 5Thepreferred 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 7The 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 1The 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 2Upon 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 3Upon 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 8At the Annual Shareholders Meeting each ordinary share shall carry the right to one vote.
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CHAPTERIII-MANAGEMENT OF THECOMPANY
SECTIONI
Article 9The management of the Company shall be entrusted to the Board of Directors and to the Executive Board.
Article 10The Company representation shall be vested exclusively in the Executive Board.
SECTIONII-THEBOARD OFDIRECTORS
Article 11The 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 1A 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 2The term of office of the members of the Board of Directors shall be of two years, reelection being permitted.
Paragraph 3The 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 12The 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 13In 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 14The 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 15The Board of Directors shall:
Ilay down the overall strategy for the Company business;
IIelect, discharge, accept resignations, and replace Company officers, as well as prescribe their duties, in accordance with the provisions in these By-Laws;
IIIapprove the appointments of the Executive Board, as provided by Article 20, subsection XIII of these By-Laws.
IVoversee the officers' performance, examine books, documents, and obligations of the Company in compliance with the law;
Vcall Shareholders’ Meetings, either by its chairman or the executive secretary;
VIoversee, approve and revise the annual internal auditing work plans for the Company’s business and management processes;
VIIgive its opinion on the reports of the management and on the accounts rendered by the Executive Board;
VIIIauthorize 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;
IXset 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;
Xselect and discharge independent auditors;
XIdeliberate on other affairs submitted to them by the Executive Board or required by the Shareholders’ Meeting;
XIIset 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;
XIIIdeliberate on the framework of companies in which the Company holds shares;
XIVdeliberate on the termination of the Company's participation as a shareholder in other companies;
XVorganize 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.
SECTIONIII-THE EXECUTIVEBOARD
Article 17The 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:
Imanaging 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;
IIsetting down regulations for the internal operations of the Company;
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IIIresolving on policies concerning the operations and businesses of the Company, after consultation to the Board of Directors, if necessary;
IVdeliberating on the creation and extinction of offices or jobs, as well as establishing wages and setting out the Company’s personnel regulations;
Vsharing and investing profit ascertained in compliance with these By-Laws;
VIcarrying out the Company’s By-Laws and directives put forth by the Shareholders’ Meeting and by the Board of Directors;
VIIdeliberating 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;
IXadvising 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;
Xbeing represented at the Annual Shareholders’ Meeting by its Chief Executive Officer or another officer appointed by the former;
XIgranting leave of absence to its members;
XIInegotiating 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;
XIIIappointing 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;
XIVdeliberating 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 2Each 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 3The 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 4Notwithstanding 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 5The 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 6Activities 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:
Idirecting and coordinating the work of the executive officers;
IIoverseeing and running all the Company’s businesses;
IIIhiring, 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;
IVrepresenting 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;
Vsigning all documents which entail corporate liabilities in accordance with the provisions of article 20, I, and paragraph 2;
VIsubmitting the annual report on the Company's activities to the Annual Shareholders’ Meeting accompanied by the opinion of the Board of Directors;
VIIcarrying out the functions of executive secretary of the Board of Directors when not presiding over it;
VIIIcoordinating the political and institutional relations of the Company with governmental and private bodies;
IXproviding thenecessary resources for the carrying out of the internal auditing activities;
Xmanaging and coordinating activities relatedto 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:
Imanaging 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 23The Chief Financial, Investor Relations and Control of Holdings Officer shall be responsible for:
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Imanaging 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;
IIpromoting 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;
IIIrepresenting 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;
IVmanaging and coordinating the Company’s actions before federal, state and municipal regulatory and inspection bodies related to matters of its interest; and
Vmanaging and coordinating the matters related to the company’s acquisition and management of stakes in other companies.
Article 24The Chief Legal Officer shall be responsible for:
Imanaging and coordinating the legal counselling of the activities and businesses of the Company as well as for defending judicially its interests;
IIapproving the opinions and declarations issued by the lawyers of the company;
IIIappointing 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;
IVdefining 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 25The Chief Distribution Officer shall be responsible for:
Imanaging 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;
IIpromoting 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;
IIImanaging 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;
IVplanning and carrying out energy efficiency programs.
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Article 26The Chief Engineering Officer shall be responsible for:
Imanaging 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;
IIcoordinating 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;
IIIcoordinating 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;
IVcoordinating the carrying out of services to third parties by the company in the fields mentioned in the previous items;
Vcompiling the State of Paraná energy balance.
Article 27The Chief Power Generation & Transmission and Telecommunications Officer shall be responsible for:
Imanaging the activities and coordinating the subjects related to the operation and to the maintenance of the Company’s power generation & transmission systems;
IImanaging the activities and coordinating the subjects related to the research, studies, technical planning, construction, operation and maintenance of telecommunications and corporate customer services;
IIIcoordinating the carrying out of services to third parties by the company in the fields mentioned in the previous items.
SECTIONIV-COMMONRULESAPPLICABLE TOMEMBERS OF THEBOARD OFDIRECTORS AND TOOFFICERS
Article 28The 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 29The remuneration of the officers shall be established annually by the Annual Shareholders’ Meeting and may be changed upon decision by an Extraordinary Shareholders’ Meeting.
CHAPTERIV-THEAUDITCOMMITTEE
Article 30The 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 31The 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 32The remuneration of the Audit Committee members shall be established at the Shareholders’ Meeting which elects them, provided the legal minimum required is met.
Article 33The Audit Committee shall operate in compliance with the obligations and functions, duties and responsibilities provided for in the law.
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CHAPTERV-THESHAREHOLDERS’MEETING
Article 34The 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 35The 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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CHAPTERVI-THEFINANCIALYEAR
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:
Ibefore any sharing, the accrued losses and provision for income tax shall be deducted from the gross profit ascertained during the year;
IIfive 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;
IIIthe 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;
IVother 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.
CHAPTERVII-GENERAL ANDTRANSITIONALPROVISIONS
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 42In 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 43Given 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 THECORPORATEBY-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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Table of Contents
CHANGESINTHECAPITALSTOCK(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 |
3Rectified by ONS PR on June 5, 1967
4Ratified by SSM on August 7, 1973, published in ONS PR on August 23, 1973
5Ratified by SSM on December 21, 1973, published in ONS PR on February 1, 1974
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Table of Contents
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 |
6Rectification in ONS No. 2780 of May 27, 1988
7Due 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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Table of Contents
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 |
8Due 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)
9Change in the capital stock authorized by the Board of Directors
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Table of Contents
LAWNO.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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DECREENO.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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DECREENO.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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