SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November, 2018
Commission File Number 1-14668
COMPANHIA PARANAENSE DE ENERGIA
(Exact name of registrant as specified in its charter)
Energy Company of Paraná
(Translation of Registrant's name into English)
Rua Coronel Dulcídio, 800
80420-170 Curitiba, Paraná
Federative Republic of Brazil
+55 (41) 3331-4011
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No ___X____
MANUAL FOR PARTICIPATION
IN GENERAL MEETINGS
199th Extraordinary General Meeting
December 17, 2018
TABLE OF CONTENTS
I. | Message from the Chairman of the Board of Directors | 3 |
II. | Guidance for Participation in the General Shareholders’ Meeting | 4 |
| Attending Shareholder | 4 |
| Shareholder Represented by Proxy | 4 |
| Holders of ADRs | 4 |
III. | Call Notice | 5 |
IV. | Information on the matters to be examined and discussed at the 199thExtraordinary General Meeting | 6 |
| Analysis, discussion and voting on the proposal for nomination of members to the Nomination and Evaluation Committee - NEC | 6 |
| Analysis, discussion and voting on the proposal to fill vacancy in the Company’s Board of Directors - BD | 8 |
| Annexes (Only in Portuguese) | |
| I. | REGISTRATION FORM TEMPLATE - APPOINTMENT OF MEMBERS OF STATUTORY BODIES |
| II. | ALECSON PEGINI |
| | · | ITEMS 12.5 to 12.10 OF THE REFERENCE FORM |
| | · | REGISTRATION FORM - DULY FILLED AND SIGNED BY APPOINTEE |
| | · | CCEE INFORMATION NO. 213/2018 - APPOINTMENT ANALYSIS |
| III. | PEDRO DOS SANTOS LIMA GUERRA |
| | · | ITEMS 12.5 to 12.10 OF THE REFERENCE FORM |
| | · | REGISTRATION FORM - DULY FILLED AND SIGNED BY APPOINTEE |
| | · | CCEE INFORMATION NO.213/2018 - APPOINTMENT ANALYSIS |
| IV. | RICARDO AUGUSTO GUERRA |
| | · | ITEMS 12.5 to 12.10 OF THE REFERENCE FORM |
| | · | REGISTRATION FORM (ENCLOSURE I) OF NAC 030311 - NOMINATION OF MEMBERS OF STATUTORY BODIES (Under analysis by the body in charge of verification – to be enclosed) |
| | · | CCEE INFORMATION NO. XXX/2018 (Under analysis by the body in charge of verification – to be enclosed) |
I. Message from the Chairman of the Board of Directors
Dear Shareholder:
ItiswithimmensepleasurethatIpresenttoyouthisManualforParticipation inthe General Shareholders’MeetingoftheCompanhiaParanaensedeEnergia -Copel,with generalguidanceforaneffectiveparticipationandexerciseofthevote.
ThismanualhasbeenpreparedbasedonCopel'sCorporateGovernancepolicy, whichisfoundedontransparencyandequity.
Themanualaimstopresent,inaclearandbriefway,theinformation relatedtothe Company’s General Shareholders’Meeting,seekingtherebytocontributeforthe understandingoftheproposalsforresolutionandtoencouragetheparticipationof shareholdersintheeventsoftheannualcorporateagendaoftheCompany.
Copel’s 199thExtraordinary General Meeting was called for December 17, 2018, at 2:30 p.m., at the Company’s headquarters located at Rua Coronel Dulcídio nº 800, in the city of Curitiba.
ThematterstobepresentedintheExtraordinary General Meeting for theresolutionof theshareholders aredescribed intheCallNoticeandinthismanual as well as thetypes ofsharesgrantingtherighttovoteontheitemoftheagenda.Giventhecurrent numberofCompanyshareholders, thismanualseekstoencourageandenable participationintheGeneralMeeting.
Yourparticipation isveryimportant,considering thatissuesrelevanttotheCompany and its shareholders aredealtwithinthe General Shareholders’ Meetings.
Yours sincerely,
Mauricio Schulman
Chairman of the Board of Directors
II. Guidance for Participation in the General Shareholders’ Meeting
Copel’sshareholdersmaytakepartintheGeneralMeetingbyattendingthemeeting attheCompany’sheadquartersandvoting orby appointing a proxy with powers to represent him/her,asdescribedbelow.
Attending Shareholder
Theshareholder wishingtotakepartin the Extraordinary General Meeting shallarrivea few minutesbeforethetimeindicated intheCallNoticeandbearthefollowing documents:
· Identity card (RG), Alien’s Identity Card (RNE), Brazilian Driver’s License (CNH) or an accreditation card issued by an official professional organization; and
· Proof as Company shareholder issued by a depositary financial institution or a custodian agent or through the shareholding position issued by Copel.
Shareholder Represented by Proxy
Theshareholderwhoisnotabletoattendthemeetingandwishestotakepartin the Extraordinary General Meetingmayappointaproxywithpowerstorepresenthim/her.
Pursuant toArticle126,paragraph1,oftheBrazilianCorporationLaw no.6,404/1976, theproxyshallbeashareholder,lawyerormanageroftheCompanyorofa financialinstitution/investmentfund.Theproxyshallhavebeenappointednot morethanoneyearbeforethedateofthe Annual General Meeting.
The documents required are the following:
· Power of attorney with special powers for representation at Copel’s General Meeting, bearing a notarized signature of the grantee (shareholder);
· Bylaws or Article of Incorporation and the instrument of election/appointment of the managers in the event of the grantee being a legal entity; and
· Proof of ownership of the shares issued by the Company, conferred by the depositary financial institution and/or custodian.
Note:thedocumentsmentionedaboveshallbe forwardedtoCopel’sheadquarters,DiretoriadeFinanças e deRelaçõescom Investidores,Departamento de Acionistas e Custódia,atRuaCoronelDulcídionº800 -3º andar,preferably48hourspriortotheMeeting.
Holders of ADRs
ThefinancialdepositaryinstitutionofAmericanDepositaryReceipts(ADRs)in theUnitedStates,TheBankof NewYorkMellon,willsendthepowersof attorney totheholders ofADRs,sothattheyexercise theirvotingrightatthe Extraordinary General Meeting.
TheparticipationshalltakeplacethroughBancoItaú,representativeofThe BankofNewYorkMelloninBrazil.
Shouldtherebeanydoubtconcerning the Extraordinary General Meeting procedures anddeadlines, pleasecontacttheShareholdersandCustodyDepartment(Departamento de AcionistaseCustódia)atthetelephonenumber(5541)3331-4269orthrough thee-mailaddressacionistas@copel.com.
III. Call Notice
EXTRAORDINARY GENERAL MEETING
CALL NOTICE
The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary General Meeting to be held onDecember 17, 2018, at2:30 p.m.at the Company’s head office located at Rua Coronel Dulcídio nº 800, Curitiba, to decide on the following agenda:
EXTRAORDINARY GENERAL MEETING
1. Analysis, discussion and voting on the proposal for nomination of members to the Nomination and Evaluation Committee - NEC; e
2. Analysis, discussion and voting on the proposal to fill vacancy in the Company’s Board of Directors - BD.
Notes: a) Documents referring to the matters to be discussed at the Extraordinary General Meeting, in addition to the Manual for Attendance in Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (ri.copel.com);b) The Company’s shareholders shall take part in the Extraordinary General Meeting by attending it and casting his/her vote on the meeting’s agenda items or by appointing a proxy with powers to represent him/her; andc) Powers-of-attorney for the Extraordinary General Meeting shall be filed at the Company’s head office, at the Chief Financial and Investor Relations Office, at the Shareholders and Custody Department of the Chief Financial and Investors’ Relations Office, at Rua Coronel Dulcídio nº 800 - 3º andar, Curitiba, at leastforty-eight hours prior to the meeting.
Curitiba, November 14, 2018
Mauricio Schulman
Chairman of the Board of Directors
Publication
This Call Notice will be published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaperFolha de Londrinaas from November 16, 2018, being also available on the Company’s website (ir.copel.com) and on the proper websites both ofComissão de Valores Mobiliários - CVM andBrasil Bolsa Balcão - [B]³ on November 14, 2018.
IV. Information on the matters to be examined and discussed at the 199th Extraordinary General Meeting
Below the Company’s Management presents some clarifications related to the items for resolution at the Extraordinary General Meeting for the exercise of a conscious vote:
èAnalysis, discussion and voting on the proposal fornomination of members to the Nomination and Evaluation Committee - NEC
Clarifications
The Nomination and Evaluation Committee - NEC is a permanent statutory body, auxiliary to the company’s shareholders, responsible for verifying compliance of the processes of nomination and evaluation of members of the Board of Directors, the Supervisory Committee, the Executive Board and statutory committees with the current legislation.
The NEC shall consist of 05 (five) members, elected and dismissedby the Shareholders' Meeting, whose unified term of office shall be of two years, reelection being permitted for no more than two consecutive times, as follows:a.three members appointed by the company’s controlling shareholder; andb. two members appointed by the company’s minority shareholders.
There shall be a single Nomination and Evaluation Committee for the holding company and its wholly-owned subsidiaries, and the duties of such committee may be extended to Copel’s partially-owned subsidiaries and to other companies in which Copel has a financial interest. The Nomination and Evaluation Committee shall be responsible for verifying the compliance of the process of nomination and evaluation of the members of the Board of Directors, the Executive Board, the Supervisory Committee and the statutory committees with the current legislation.
The members of the Nomination and Evaluation Committee shall state opinion on the fulfilment of requirements and the absence of prohibitions regarding the election of members of the Board of Directors, the Executive Board, the Supervisory Committee and the statutory committees, thus assisting shareholders with the appointment of such members.
Vacancies and voting right
The Nomination and Evaluation Committeeshall consist of 05 (five) members, being the vacancies filled as follows:
a) 03 (three) members appointed by the State of Paraná, the company’s controlling shareholder (only holders of common shares have voting rights); and
b) 02 (two) members nominated by the minor shareholders(only holders of common and preferred shares have voting rights, being elected the candidate that gains the greatest percentage representation of the company’s capital stock, no minimum limit).
Appointments
Considering the need to set up the Nomination and Evaluation Committee of the Company, the State of Paraná appointed the names listed hereunder, in accordance with paragraph 2 of article 48 of Copel’s Bylaws, for the vacancies to be filled by the Company’s majority shareholder:
· ALECSON PEGINI - according to OF CEE/G 348/18, of October 10, 2018
· PEDRO DOS SANTOS LIMA GUERRA - according to OF CEE/G 340/18, of September 19, 2018
As for the two vacancies to be filled by minority shareholders, the appointees must fully comply with the requirements and prohibitions set forth in the applicable law and the Company’s internal rules.
Names appointed up to 20 days prior to the Extraordinary General Meeting will be included on this Manual for Participation, which will be replaced on the website of the Company, of theComissão de Valores Mobiliários - CVM and of theBrasil Bolsa Balcão - [B]³,so as to allow for greater participation of shareholders in the election process.
Nonetheless, candidates that meet the requirements can be presented on the day of the Extraordinary General Meeting.
Compliance
Appointees must provide proof of fulfilment of the requirements and the absence of impediments to holding office, in compliance with the applicable law, besides additional requirements set forth inNPC 0315 - Appointment Policy and NAC 030311 - Nomination of Members of Statutory Bodies by filling the Registration Form (Enclosure I).
For this reason, when submitting a candidacy, including those announced on the day of the EGM, the following documents must presented:
EDUCATIONAL BACKGROUND
· Copy of higher education degree certificate (both sides);
· Copy of post-graduate degree certificate (both sides), if applicable; and
· Copy of professional identity card, if applicable.
PROFESSIONAL EXPERIENCE
· Nomination and termination letter, for appointees who hold or have held a non-permanent position in the public administration;
· Declaration of office or employment, if applicable;
· Copy of employment record book (with current position), if applicable;
· Updatedcurriculum vitae(signed), describing proven professional experience in the areas provided for by law; and
· Other documents that provide proof of professional experience.
OTHER
· Copy of identity card, containing picture, general registry (RG) and tax-payer registry (CPF) numbers;
· Declaration of assets;
· Proof or address with name of appointee and current address, no more than 90(ninety) days old;
· Registration Form (Enclosure I) of NAC 030311 - Nomination of Members of Statutory Bodies duly filled and signed by appointee.
In order to verify compliance, the Company will subject appointees to a background check and their documents will be submitted to the Control Council for State-Owned Companies of the State of Paraná - CCEE, which will issue a report.
Enclosure II - ALECSON PEGINI
· ITEMS 12.5 to 12.10 OF THE REFERENCE FORM
· REGISTRATION FORM - DULY FILLED AND SIGNED BY APPOINTEE
· CCEE INFORMATION NO. 213/2018 - APPOINTMENT ANALYSIS
Enclosure III - PEDRO DOS SANTOS LIMA GUERRA
· ITEMS 12.5 to 12.10 OF THE REFERENCE FORM
· REGISTRATION FORM - DULY FILLED AND SIGNED BY APPOINTEE
· CCEE INFORMATION NO. 213/2018 - APPOINTMENT ANALYSIS
Voting right
In this item of the agenda, only holders of common shares are entitled to vote.
èAnalysis, discussion and voting on the proposalto fill vacant position in the Company’s Board of Directors - BD
Clarifications
Copel’s Board of Directors is a decision-making body, composed of 9 (nine) members, Brazilian, shareholders, residing in the country and elected by the General Assembly, pursuant to the Brazilian Corporation Law (Law no. 6,404/1976).
The Board of Directors has as its main duty the laying down of the overall strategy for the Company business.
In accordance with Law no. 6,404/1976 (Brazilian Corporation Law), in order to take office, all Board members shall sign a clearance certificate declaring that they are not impeded by any crimes provided for by law from performing business activities, and they shall also execute the Investiture Instrument and the Instruments of Adhesion to the Policies for Disclosure of Material Information and Maintenance of Confidentiality and for Trading of Securities issued by Copel itself, set forth by CVM Rule no. 358/2002, through which they undertake to comply with the rules therein.
Additionally, the members of the Board of Directors, in order to take office, shall sign a Management Consent Form as referred in the Corporate Governance Practices of Level 1 Regulation ("Level 1 Regulation") ofBrasil Bolsa Balcão - [B]³, and in compliance with articles 57 to 59 of the Company’s Bylaws.
Voting right
Copel’sBoardofDirectorsis currentlycomposed of9(nine)members and the board vacancies are filled as follows:
a) five are appointed by the State of Paraná, the Company’s main shareholder (only holders of common shares have voting rights);
b) two are appointed by BNDES Participações S.A. - BNDESPAR, as established in the Shareholders’ Agreement signed with the State of Paraná (only holders of common shares have voting rights);
c) one is appointed by the Company’s employees as established in State Law no. 8,096/1985, regulated by the Decree no. 6,343/1985 and by the State Law no. 8,681/1987 (only holders of common shares have voting rights); and
d) one is appointed by the minority of shareholders in compliance with article 239 of Law no. 6,404/1976 (Brazilian Corporation Law), being the election held separately(the controlling shareholders are not entitled to vote).Only holders of common and preferred shares have voting rights. The candidate elected is the one that obtains the highest representation percentage of the Company’s capital stock, with no minimum limit.
Nomination
Thus, considering the vacancy in the Company’s Board of Directors, due to the resignation submitted by member Rogério Perna, accepted in the 182nd Ordinary Meeting of the Board of Directors, on September 12, 2018, the Company presents for consideration and vote of Shareholders, to fill the vacant position of the Board of Directors, to complete the 2017-2019 term of office:
· RICARDO AUGUSTO GUERRA - according to OF CEE/G 370/18, of November 12, 2018, to fill the vacant position in substitution of memberRogério Perna, who resigned due to legal impediment pursuant to Federal Law no. 13.303/2016.
Compliance
In accordance with paragraph 5 of article 19 of the Company’s Bylaws, appointments for the Board of Directors must comply with the requirements and prohibitions provided for by Federal Laws no. 6,404/1976 e 13,303/2016, besides meeting the following criteria:i.having a minimum of three independent members, expressly declared as such on the minutes of the Shareholders’ Meeting at which they were elected, pursuant to Federal Law no.13,303/2016; andii.having a minimum of five members, including those mentioned ini above, who meet the requirements for members of the Statutory Audit Committee, pursuant to Federal Law no.13,303/2016.
Appointees must provide proof of fulfilment of the requirements and the absence of impediments to holding office, in compliance with the applicable law, besides additional requirements set forth inNPC 0315 - Appointment Policy and NAC 030311 - Nomination of Members of Statutory Bodies by filling the Registration Form (Enclosure I).
For this reason, when submitting a candidacy, including those announced on the day of the EGM, the following documents must presented:
EDUCATIONAL BACKGROUND
· Copy of higher education degree certificate (both sides);
· Copy of post-graduate degree certificate (both sides), if applicable; and
· Copy of professional identity card, if applicable.
PROFESSIONAL EXPERIENCE
· Nomination and termination letter, for appointees who hold or have held a non-permanent position in the public administration;
· Declaration of office or employment, if applicable;
· Copy of employment record book (with current position), if applicable;
· Updatedcurriculum vitae(signed), describing proven professional experience in the areas provided for by law; and
· Other documents that provide proof of professional experience.
OTHER
· Copy of identity card, containing picture, general registry (RG) and tax-payer registry (CPF) numbers;
· Declaration of assets;
· Proof or address with name of appointee and current address, no more than 90(ninety) days old;
· Registration Form (Enclosure I) of NAC 030311 - Nomination of Members of Statutory Bodies duly filled and signed by appointee.
In order to verify compliance, the Company will subject appointees to a background check and their documents will be submitted to the Control Council for State-Owned Companies of the State of Paraná - CCEE, which will issue a report.
Enclosure IV - RICARDO AUGUSTO GUERRA
· ITEMS 12.5 to 12.10 OF THE REFERENCE FORM
· REGISTRATION FORM (ENCLOSURE I) OF NAC 030311 - NOMINATION OF MEMBERS OF STATUTORY (Under analysis by the body in charge of verification – to be enclosed)
· CCEE INFORMATION NO. XXX/2018 (Under analysis by the body in charge of verification – to be enclosed)
Voting right
In this item of the agenda, only holders of common shares are entitled to vote.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| COMPANHIA PARANAENSE DE ENERGIA – COPEL |
| | |
| By: | /S/ Jonel Nazareno Iurk
| |
| | Jonel Nazareno Iurk
Chief Executive Officer | |
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
