Centrais Eletricas SEC Filings

Centrais Elétricas Brasileiras S.A. (Eletrobras) reports the results of an extraordinary general meeting where shareholders voted on changes to its share capital structure. The meeting considered proposals to create three new classes of preferred shares: class A1 (PNA1), class B1 (PNB1) and class R (PNR).

The new PNA1 and PNB1 shares are described as registered, book-entry, with no par value and having the same rights, preferences and privileges as the existing class A and class B preferred shares, plus an additional right to sell in a public tender offer resulting from a change of control, aiming to ensure equal treatment with the selling shareholder. The class R (PNR) preferred shares are described as registered, book-entry, with no par value and compulsorily redeemable, pursuant to paragraph 6 of article 44 of Brazilian Corporate Law. Each proposal received strong shareholder support, with more than 818 million votes in favor on the first two items and sizable but smaller blocks voting against or abstaining.

Brazilian Electric Power Co is being removed from trading on the New York Stock Exchange. The exchange filed a Form 25 to notify that the company’s American Depositary Shares, each representing one preferred share, are being taken off the NYSE under Section 12(b) of the Securities Exchange Act of 1934.

The NYSE states it has followed its own rules to strike this class of securities from listing and/or withdraw their registration, and that the issuer has complied with the exchange’s rules and applicable SEC requirements for voluntary withdrawal from listing and registration. After this process, the company’s ADSs will no longer be listed on the NYSE, which typically means investors will need to trade the securities on another market if one is available.

Centrais Elétricas Brasileiras S.A. – Eletrobrás outlines the creation of a new class of Class C preferred shares and related Class C ADSs with new ticker symbols, while confirming that ticker codes for existing preferred shares and ADRs will remain unchanged. The company also describes a series of planned transactions, including a Preferred B1 ADS exchange, several PNR share distributions and redemptions, a Preferred C ADS distribution and a Preferred C Auction, which are subject to shareholder approval and detailed primarily from a U.S. federal income tax perspective.

For U.S. Holders of the ADSs, the Preferred B1 ADS exchange is intended to be tax free, while cash from the PNR Redemption Distribution and the value of Preferred C ADSs distributed are generally expected to be treated as foreign-source dividend income, potentially eligible for foreign tax credits. Cash received in the Preferred C Auction is expected to result in short-term capital gain or loss, and the company explains potential passive foreign investment company consequences, backup withholding, and additional reporting obligations for certain U.S. investors.

Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that AXIA Energia’s extraordinary general meeting approved the compulsory redemption of its class “R” preferred shares (PNR). The redemption will occur automatically after mandatory conversion of all currently outstanding preferred shares, at a price of R$ 1.2994705188032 per redeemed PNR share, based on the shareholding position at the end of December 19, 2025. Payment will be made in Brazilian currency in a single installment on January 13, 2026. The notice explains that Brazilian resident investors may be subject to income tax on any gains and that non-resident investors may face withholding income tax on capital gains, with the company relying on cost information and documentation that non-resident shareholders must submit by January 2, 2026.

Centrais Elétricas Brasileiras S.A. – Eletrobras reports the results of an extraordinary general meeting that approved a broad overhaul of its capital structure and bylaws. Shareholders created four new preferred share classes (PNA1, PNB1, PNR and PNC), set tag‑along rights for these and common shares in any sale of control, and defined that PNR shares will be compulsorily redeemed on a formula basis.

The meeting also confirmed a Board‑approved capital increase of R$30,000,000,024.48 via capitalization of profit reserves, issuing 606,796,117 new PNC shares as a stock bonus. The bylaws now state total capital of BRL 70,135,201,405.27, divided into specified common and preferred share classes, and keep a 10% cap on voting power per shareholder or group.

New poison‑pill style protections require a tender offer for all voting shares if a holder exceeds 30% or 50% of voting capital, at prices 100% or 200% above the highest common share price over 504 sessions, while preserving special veto and board‑election rights for the Brazilian Federal Government under defined ownership thresholds.

Centrais Elétricas Brasileiras S.A. – Eletrobras updated and restated its bylaws, detailing capital structure, voting limits, government rights and governance rules. The company’s capital is set at BRL 70,135,201,405.27, divided into common and several classes of preferred shares, including a special class held by the Federal Government with veto power over changes to voting caps and related shareholder agreements.

The bylaws cap any shareholder or shareholder group’s voting power at 10% of voting capital and require mandatory tender offers if a holder surpasses 30% or 50% of voting capital, at substantial premiums over the highest common share price in the prior 504 trading sessions. New class “C” and “R” preferred shares are created with automatic conversion or redemption mechanics designed to be completed by 2031.

The Conciliation Agreement with the Federal Government is incorporated, granting it, under defined ownership thresholds, separate election rights for members of the Board of Directors and Fiscal Council and imposing restrictions on its voting behavior. The bylaws also formalize board and committee structures, risk and audit functions, and a minimum dividend of 25% of adjusted annual net income.

Centrais Elétricas Brasileiras S.A. – Eletrobras reports the results of its extraordinary general meeting held on December 19, 2025, where shareholders approved a broad overhaul of the company’s share structure and bylaws. They created new preferred share classes PNA1, PNB1, PNR and PNC, generally mirroring existing preferred rights but adding tag-along rights in a public tender offer following a sale of control.

The meeting approved mandatory conversions of all currently outstanding preferred shares into the new classes and the compulsory redemption of the new PNR class based on a calculation described in the management proposal. Shareholders also granted holders of common shares a right to sell in a tender offer in a sale of control, increased the company’s authorized capital limit, and amended and consolidated the bylaws to reflect the new classes, voting rules for PNC shares, poison pill thresholds, board election provisions and the Board of Directors’ authority over preferred share issuance.

Centrais Elétricas Brasileiras S.A. – Eletrobrás reports that AXIA Energia’s shareholders approved the compulsory redemption of the class “R” preferred shares (PNR). The redemption will occur automatically after the mandatory conversion of all currently outstanding preferred shares, at a Redemption Value of R$ 1.2994705188032 per PNR share, paid in Brazilian currency.

The record date for identifying eligible holders is the close of business on December 19, 2025, and payment will be made in a single installment on January 13, 2026. The notice also explains that Brazilian residents may owe income tax on any gains and that non-resident investors may have withholding income tax applied on capital gains, based on information and supporting documentation they must provide to the company.

Centrais Elétricas Brasileiras S.A. (Eletrobrás) reports that shareholders at an Extraordinary General Meeting approved a broad restructuring of its share classes and a large bonus share issuance. The company is creating new class C preferred shares (PNCs), converting existing class A and B preferred shares into new PNA1 and PNB1 plus class R preferred shares (PNR), and mandatorily redeeming all PNR shares. It is capitalizing R$30,000,000,024.48 of profit reserves through the issuance of 606,796,117 PNC shares as a bonus issue, and setting a redemption price of R$1.2994705188032 per redeemed PNR share, as approved by the Board on December 8, 2025. The tickers of PNA1 and PNB1 shares will remain AXIA5 and AXIA6.