Centrais Eletricas Stock Price, News & Analysis

Brazilian Electric Power Company (EBR), formally identified in SEC filings as Centrais Elétricas Brasileiras S.A. – Eletrobras and also referred to as AXIA Energia, is a publicly held company organized under Brazilian law. According to its bylaws filed with the U.S. Securities and Exchange Commission, the company operates under the corporate name Centrais Elétricas Brasileiras S.A. – Eletrobras and is a B3 Level 1 listed issuer in Brazil. Its American Depositary Shares (ADSs), each representing one preferred share, were listed on the New York Stock Exchange under the designation Brazilian Electric Power Co.

The company’s bylaws state that Eletrobras has its headquarters and venue in the city of Rio de Janeiro, in the State of Rio de Janeiro, Brazil. As described in Article 1 and Article 2 of the bylaws, it is a publicly held company with an indefinite term and may establish branches, agencies, affiliates and offices in Brazil and abroad. The bylaws further indicate that Eletrobras, its shareholders, administrators and members of the fiscal council are subject to the B3 Level 1 Listing Regulation.

Corporate Purpose and Core Activities

Article 3 of the bylaws defines the corporate purpose of Centrais Elétricas Brasileiras S.A. – Eletrobras. The company is authorized to:

• Carry out studies, projects, construction and operation of power plants and electricity transmission and distribution lines, as well as entrepreneurial acts resulting from these activities, such as the sale of electricity, including retail power trading.
• Promote and support research of its business interest in the energy sector, related to the generation, transmission and distribution of electricity.
• Conduct studies of the use of reservoirs for multiple purposes.
• Engage in prospecting and development of alternative sources of energy generation.
• Encourage the rational and sustainable use of energy.
• Implement smart energy networks.

The bylaws also provide that Eletrobras may carry out activities within its corporate purpose through controlled companies (subsidiaries), joint ventures and other invested companies, and that it may constitute new companies or acquire shares or capital interests in other entities. The company may develop other activities related or complementary to its corporate purpose, as allowed by the bylaws.

Governance, Compliance and Conduct

The bylaws emphasize governance and compliance obligations. Eletrobras is required to take reasonable steps to ensure that its administrators, agents, employees and any persons acting on its behalf, as well as those of its subsidiaries, comply with the Eletrobras Code of Conduct, the U.S. Foreign Corrupt Practices Act (FCPA) and Brazilian anti-corruption legislation. The bylaws also state that the company will guide the conduct of its business, operations, investments and interactions based on principles of transparency, corporate responsibility, accountability and sustainable development.

Capital Structure and Share Classes

According to Article 4 of the bylaws, the capital stock of Eletrobras is divided into common and preferred shares without par value, including:

• Common shares, with one vote per share.
• Class A1 preferred shares (PNA1), without voting rights at shareholders’ meetings except in legal cases.
• Class B1 preferred shares (PNB1), without voting rights at shareholders’ meetings except in legal cases.
• Class C preferred shares (PNC), with one vote per share.
• Class R preferred shares (PNR), without voting rights at shareholders’ meetings except in legal cases and subject to mandatory redemption.
• One special class preferred share held exclusively by the Federal Government, with a veto right as defined in the bylaws.

The bylaws explain that class R preferred shares are of a transitional nature and are automatically extinguished upon full redemption, while class C preferred shares are automatically extinguished upon conversion or redemption as specified in Article 11. Eletrobras is authorized, by resolution of its Board of Directors, to increase its capital up to a specified limit through the issuance of common shares or class C preferred shares, without the need for a bylaw amendment, as described in Article 5.

Shareholder Rights, Voting Limits and Tender Offers

The governance framework includes detailed rules on voting limits and tender offer obligations. Article 6 of the bylaws prohibits any shareholder or group of shareholders, whether Brazilian or foreign, public or private, from exercising voting rights in excess of ten percent of the total voting capital, regardless of their ownership percentage. Article 7 prohibits shareholders’ agreements that would seek to regulate voting rights above this threshold. The bylaws also define when shareholders are considered a group for these purposes, including situations involving common control or voting agreements.

Articles 9 and 10 establish obligations for shareholders or groups of shareholders who acquire significant stakes in Eletrobras. A shareholder or group that becomes the holder of shares with voting rights exceeding thirty percent of the voting capital and does not reduce its position below that level within a specified period must make a public tender offer to acquire all other voting shares, at a price formula defined in the bylaws. A similar obligation applies at the fifty percent threshold, with a different price multiple. These provisions expressly exclude the Federal Government’s existing participation at the time the rules took effect, but would apply if its participation later increases beyond the thresholds after a reduction.

Recent Corporate Actions and Share Class Changes

Multiple Form 6-K reports describe corporate actions approved at an Extraordinary General Meeting held on December 19, 2025. According to these filings, shareholders approved:

• The creation of new preferred share classes A1 (PNA1) and B1 (PNB1), with the same rights, preferences and advantages as the existing PNA and PNB shares, plus a right to sell in a tender offer arising from a change of control, without the need for approval at a special meeting of preferred shareholders.
• The creation of class R preferred shares (PNR), compulsorily redeemable, registered, book-entry, with no par value, and subject to mandatory redemption without a special meeting of preferred shareholders.
• The creation of class C preferred shares (PNC), registered, book-entry, with no par value, convertible into common shares and redeemable, with a right to sell in a tender offer arising from a change of control.
• Mandatory conversions of all then-outstanding PNA and PNB preferred shares into PNA1 and PNB1 shares plus PNR shares, at specified ratios.
• The compulsory redemption of all PNR shares, with a redemption value per share set by the Board of Directors.
• Granting to holders of the company’s common shares the right to sell in a tender offer arising from a change of control, to ensure equal treatment to that afforded to the transferring shareholder.
• An increase in the company’s authorized capital limit and corresponding amendments to Article 5 of the bylaws.
• Amendments to various bylaw provisions to incorporate the new share classes, voting rights, tag-along rights, redemption mechanics and poison pill thresholds, and the consolidation of the bylaws reflecting these changes.

A separate Form 6-K describes the PNR redemption, noting that the redemption of class R preferred shares would occur on a compulsory and automatic basis immediately after completion of the mandatory conversions, at a specified redemption price per share, with tax treatment guidance for Brazilian resident and non-resident investors.

ADS Programs and New Ticker Symbols

Several Form 6-K filings detail changes affecting holders of American Depositary Shares and new trading symbols. One filing explains that the company plans to create a new series of Preferred Class B1 ADSs to be exchanged for existing preferred ADSs, as well as a new class of Preferred C Shares and corresponding preferred class C ADSs. It states that these preferred class C ADSs will be traded on the New York Stock Exchange under the ticker symbol AXIA PRC, while the underlying Preferred C Shares will trade on B3 under the ticker AXIA7. The same filing clarifies that trading codes for other classes of preferred shares and ADRs then outstanding would remain unchanged.

Another Form 6-K specifies the record date for holders of common and preferred ADSs who are eligible to receive the Preferred C ADS distribution, participate in the Preferred B1 ADS exchange, and receive the PNR share distribution and related redemption amounts. It notes that only holders of record of common and preferred ADSs as of the close of business on the designated record date will be entitled to participate in these distributions, subject to the terms of the deposit agreements, applicable laws and customary fees, taxes and expenses.

Delisting of EBR ADSs from the NYSE

A Form 25 (25-NSE) filing by the New York Stock Exchange LLC, dated December 29, 2025, provides formal notice of the removal from listing and/or registration of the American Depositary Shares of Brazilian Electric Power Co (each representing one preferred share) from the New York Stock Exchange under Section 12(b) of the Securities Exchange Act of 1934. The filing identifies Brazilian Electric Power Co as the issuer and the New York Stock Exchange LLC as the exchange, and confirms that the exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the exchange.

This Form 25 establishes that the EBR ADSs representing preferred shares were delisted from the NYSE. The filing does not, however, state that the underlying company ceased operations; it addresses only the listing and registration status of the ADSs on that exchange.

Internal Controls, Shareholder Meetings and Voting

Additional Form 6-K reports include detailed voting maps and minutes of the Extraordinary General Meeting. These documents describe how shareholders participated through a digital platform and by remote voting ballots, the percentage of common shares represented, and the approval of each agenda item by majority or qualified majority, as applicable. They also outline procedures for consolidating remote votes and in-person votes and confirm that the minutes would be drafted in summary form and published without individual shareholder signatures, as allowed under Brazilian corporate law.

Summary

In summary, Brazilian Electric Power Company (EBR), represented by Centrais Elétricas Brasileiras S.A. – Eletrobras / AXIA Energia in SEC filings, is a Brazilian publicly held company headquartered in Rio de Janeiro. Its bylaws define a corporate purpose focused on the study, construction, operation and commercialization of electricity generation, transmission and distribution, along with research and initiatives in alternative energy sources, sustainable energy use and smart grids. The company has a detailed capital structure with multiple share classes, voting limits, tender offer obligations and governance provisions, and has recently implemented significant changes to its preferred share classes, ADS programs and authorized capital. A Form 25 filing confirms that the ADSs representing its preferred shares, previously listed on the NYSE under the Brazilian Electric Power Co designation, have been removed from listing and registration on that exchange.