Centrais Eletricas SEC Filings

Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that the Fiscal Council of AXIA Energia has issued a favorable opinion on a proposed capital increase and bonus share issue. The plan would capitalize R$30,000,000,024.48 from profit reserves and issue 606,796,117 class C preferred shares, which are book-entry, non-par value, convertible into common shares and redeemable. These shares would be distributed to existing shareholders as a bonus, meaning they are granted proportionally without additional cash payment. The opinion states the council is not aware of any fact that would prevent the proposal from going forward. The capitalization and bonus issue will only become effective if fully approved at an Extraordinary General Meeting scheduled for December 19, 2025.

Centrais Elétricas Brasileiras S.A. – Eletrobrás plans a bonus share issue funded by a capital increase of R$30,000,000,024.48 through the capitalization of profit reserves, raising total capital to R$100,135,201,429.75, subject to approval at an extraordinary general meeting on December 19, 2025.

The company will create new Class C preferred shares (PNC), granting all holders of common, Class A and Class B preferred shares 26.28378881074% in PNC shares for each share owned on the record date, as a non-cash bonus meant to distribute part of the profit reserve while avoiding dilution. Each PNC received will carry a tax cost basis of R$49.44.

Shareholders with fractional PNC entitlements may trade fractions to form whole shares between December 26, 2025 and January 25, 2026; remaining fractions will be pooled and sold in a B3 auction, with proceeds distributed proportionally.

Centrais Elétricas Brasileiras S.A. – Eletrobrás filed a Form 6-K summarizing the 1,081st meeting of its board of directors, held on November 28, 2025. The report certifies that the chairman Vicente Falconi Campos and all listed directors participated, along with key governance executives and permanent guests, indicating full board attendance. It explains that the substantive resolutions from this meeting were not disclosed because they concern exclusively internal matters protected by confidentiality rules under Brazilian corporate law. The document is formally signed in Rio de Janeiro by the Governance Secretary and by the Vice-President of Finance and Investor Relations, and it reiterates the company’s standard cautionary language about forward-looking statements and associated risks.

Centrais Elétricas Brasileiras S.A. – Eletrobrás convenes an Extraordinary General Meeting on December 19, 2025, to be held exclusively in digital format via the Atlas AGM platform. Shareholders will vote as a single block on creating several new preferred share classes (PNA1, PNB1, PNR and PNC), restructuring existing preferred shares through mandatory conversions and redemption of a new redeemable class PNR, and granting common and new preferred shares tag-along rights in a sale of control.

The agenda also includes increasing the authorized capital limit, giving the Board power to issue the new PNC class under authorized capital, and making broad amendments to the bylaws to reflect the new share structure, voting rights, poison pill mechanics and board election rules. Participation and remote voting procedures, deadlines for sending ballots and qualification documents, and requirements related to shareholder group affiliation are detailed and supported by a separate Management Proposal available on the company’s website and Brazilian regulatory platforms.

Centrais Elétricas Brasileiras S.A. – Eletrobrás has called an exclusively digital Extraordinary General Meeting to vote on a broad restructuring of its share capital and bylaws. Proposals include creating new preferred share classes PNA1, PNB1, PNR and PNC, with the new classes generally mirroring existing rights but adding tag-along rights in a public tender offer following a sale of control.

The agenda also covers mandatory conversion of current PNA and PNB shares into combinations of PNA1, PNB1 and PNR, compulsory redemption of all PNR shares based on a calculation set out in the management proposal, and granting common shareholders tag-along rights in a control sale. Further items include increasing the authorized capital limit, multiple detailed amendments to the bylaws to reflect the new structure and voting rights, and subsequent consolidation of the bylaws.

Shareholders may vote remotely via distance voting ballots submitted through the bookkeeping agent, custody agents, B3’s investor system, or directly through the Atlas AGM website or app, which will also host the fully digital meeting.

Centrais Elétricas Brasileiras S.A. – Eletrobras outlines a broad restructuring of its share capital and bylaws to enable a large bonus-share distribution and stronger shareholder protections. The company plans to let the Board capitalize profit reserves via a bonus issue of new voting class “C” preferred shares (PNCs), granted free to all shareholders in proportion to existing holdings. Profit reserves totaled R$39.9 billion as of September 30, 2025.

Existing PNA and PNB preferred shares would be mandatorily converted into new PNA1 and PNB1 plus a temporary PNR class, which will be compulsorily redeemed using a formula (VRPNR = (VC/TA) × 10%) designed to replicate the current 10% dividend premium of preferred shares over common. PNA1, PNB1, PNCs and common shares gain a 100% tag‑along right in a change of control. PNCs will carry votes and be automatically converted or redeemed between 2026 and 2031 under a scheduled mechanism and ownership‑concentration limits.

The proposal also raises the authorized capital ceiling from R$100 billion to R$130 billion and updates poison‑pill rules to apply to all voting shares, while preserving the 10% vote cap per shareholder group and the Federal Government’s golden‑share veto over changes to this cap.

Centrais Elétricas Brasileiras S.A. – Eletrobrás, through its AXIA Energia brand, reports that it has resumed studies for a potential migration to the Novo Mercado segment of B3, which is reserved for companies that follow the highest corporate governance standards.

The company explains that its Management Proposal submitted on November 27, 2025 for an Extraordinary General Meeting on December 19, 2025 seeks to capitalize profit reserves via bonus issuances of a new class of preferred shares, called PNC. These PNC shares would carry voting rights on a one share, one vote basis and would be temporary, with redemption and/or conversion into common shares by 2031, aligning the capital structure with Novo Mercado principles.

Centrais Elétricas Brasileiras S.A. – Eletrobras called an Extraordinary General Meeting for December 19, 2025 to vote on a restructuring of its capital using profit reserves, which totaled R$ 39.9 billion in 3Q25. The plan would allow distribution of part or all of these reserves through a bonus issue of new preferred shares.

The company proposes creating Class C preferred shares (PNC), which will be granted to all shareholders in proportion to their holdings, carry voting and 100% tag-along rights, match common-share dividend rights, and be mandatorily convertible into common shares on a 1:1 basis under a schedule running to 2031. The Board may also redeem PNCs at the market price or advance conversions.

Holders of existing preferred shares PNA and PNB would see each share converted into a new PNA1 or PNB1 plus a redeemable preferred (PNR) designed to pay the 10% dividend premium owed to preferred shareholders. Eletrobras also proposes bylaw changes to align its poison pill with total voting capital and to extend 100% tag-along rights to PNA1, PNB1, and PNC shares.