Eletrobras (NYSE: EBR) investors approve move to B3 Novo Mercado

Rhea-AI Filing Summary

Centrais Elétricas Brasileiras S.A. – Eletrobras reported shareholder voting results on a series of corporate restructuring proposals. Shareholders strongly supported authorizing management to seek admission of the company’s shares to B3’s Novo Mercado special listing segment and to implement the migration.

They also approved proposals to convert all class A1 and B1 preferred shares into common shares at a ratio of 1.1 common share for each preferred share, subject to specific conditions such as separate class meetings, approval of related conversions, authorization by B3, and required consents from ANEEL. Further amendments to the bylaws reflecting the new capital structure and Novo Mercado requirements were also endorsed, with alternative bylaw changes laid out if only part of the conversions becomes effective.

Insights

Latin America utilities & governance analyst

Eletrobras investors back governance simplification and Novo Mercado move.

The voting results show broad shareholder support for moving Eletrobras to B3’s Novo Mercado segment and unifying its share structure. Resolutions authorizing migration and related bylaw changes received very high "for" votes versus minimal opposition.

The planned conversion of class A1 and B1 preferred shares into common at a 1.1-to-1 ratio, subject to separate class approvals, B3 authorization, and ANEEL consent, points toward a single class structure with enhanced governance standards. An alternative bylaw path is defined if only part of the conversions proceeds.

Actual impact will depend on satisfying the stated conditions precedent and regulatory consents. Future company communications and filings are expected to confirm when conversions take effect and when trading on Novo Mercado begins, aligning share terms with the requirements of that segment.

Key Figures

Votes for Novo Mercado application (Resolution 1): 855,612,068 votes for Votes against Novo Mercado application (Resolution 1): 10,613 votes against PNA1 conversion ratio: 1.1 common share per 1 PNA1 share +4 more

7 metrics

Votes for Novo Mercado application (Resolution 1) 855,612,068 votes for Authorization to apply for admission to B3 Novo Mercado

Votes against Novo Mercado application (Resolution 1) 10,613 votes against Authorization to apply for admission to B3 Novo Mercado

PNA1 conversion ratio 1.1 common share per 1 PNA1 share Conversion of all class A1 preferred shares

PNB1 conversion ratio 1.1 common share per 1 PNB1 share Conversion of all class B1 preferred shares

Votes for PNA1 conversion (Resolution 2) 850,861,037 votes for Conversion of all class A1 preferred shares, subject to conditions

Votes for PNB1 conversion (Resolution 3) 850,862,585 votes for Conversion of all class B1 preferred shares, subject to conditions

Votes for final migration actions (Resolution 6) 863,360,526 votes for Authorization to take all necessary actions for migration

Key Terms

Novo Mercado, preferred shares, Bylaws, ANEEL, +1 more

5 terms

Novo Mercado financial

"application for the Company’s admission, even if on a conditional basis, to the NovoMercado special listing segment"

preferred shares financial

"conversion of all class A1 preferred shares issued by theCompany (PNA1 and PNA1 Conversion, respectively)"

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Bylaws regulatory

"full amendment and consolidation of the CompanysBylaws to provide for"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

ANEEL regulatory

"Subject to the approval and effectiveness of the PN Conversions and the prior consent ofANEEL"

forward-looking statements regulatory

"This document may contain estimates and projections that are not statements of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

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 March, 2026

Commission File Number 1-34129

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS

(Exact name of registrant as specified in its charter)

BRAZILIAN ELECTRIC POWER COMPANY

(Translation of Registrant's name into English)

Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil

(Address of principal executive office)

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____

F C Resolutions For Against Abstain and Blanks 1 The Management Proposal for the authorization for the Company’s management to submit toB3 an application for the Company’s admission, even if on a conditional basis, to the NovoMercado special listing segment and for the Company’s shares to be admitted to trading on suchsegment (“Migration to Novo Mercado”). 855.612.068 10.613 7.790.764 Resolutions For Against Abstain and Blanks 2 The Management Proposal for the conversion of all class A1 preferred shares issued by theCompany (PNA1 and PNA1 Conversion, respectively), at a ratio of 1.1 common share (ON) foreach 1 PNA1 share, the effectiveness of which shall be subject to the fulfillment of the followingconditions precedent (Conditions Precedent - PNA1): a. approval of the PNA1 Conversion at aspecial meeting of shareholders holding PNA1, pursuant to article 136, paragraph 1 of theBrazilian Corporations Law (AGESP PNA1); b. approval of the PNB1 Conversion (as defined initem (3) below); and c. authorization by B3 for the Migration to Novo Mercado 850.861.037 4.353.381 8.199.027 Resolutions For Against Abstain and Blanks 3 The Management Proposal for the conversion of all class B1 preferred shares issued by theCompany (PNB1 and PNB1 Conversion, respectively, and, together with the PNA1 Conversion,the PN Conversions), at a ratio of 1.1 ON share for each 1 PNB1 share, the effectiveness of whichshall be subject to the fulfillment of the following conditions precedent (Conditions Precedent -PNB1): a. approval of the PNB1 Conversion at a special meeting of shareholders holding PNB1,pursuant to article 136, paragraph 1 of the Brazilian Corporations Law (AGESP PNB1); and b.authorization by B3 for the Migration to Novo Mercado. 850.862.585 4.350.685 8.200.175 Resolutions For Against Abstain and Blanks 4 Subject to the approval and effectiveness of the PN Conversions and the prior consent ofANEEL, the Management Proposal for the full amendment and consolidation of the CompanysBylaws to provide for: (iv.1) the update of the amount and composition of the capital stock; (iv.2)the result of the PNs Conversions; and (iv.3) the inclusion of the provisions required by B3s NovoMercado Regulation (Novo Mercado Regulation). 851.145.024 4.476.953 7.791.468 Resolutions For Against Abstain and Blanks 5 Subject to the approval and effectiveness of the PNB1 Conversion, the non-approval of thePNA1 Conversion at the AGESP PNA1, and the prior consent of ANEEL, the ManagementProposal for the full amendment and consolidation of the Companys Bylaws to provide for: (v.1)the update of the amount and composition of the capital stock; (v.2) the result of the PNB1Conversion; (v.3) the granting of full voting rights to the PNA1 shares; and (v.4) the inclusion of theprovisions required by the Novo Mercado Regulation. 851.142.116 4.477.498 7.793.831 Resolutions For Against Abstain and Blanks 6 The Management Proposal for the authorization for the Company’s management to take allnecessary actions to implement the effective Migration to Novo Mercado. 863.360.526 10.850 42.069 CNPJ: 00.001.180/0001-26 CENTRAIS ELÉTRICAS BRASILEIRAS CONSOLIDATED DISTANCE VOTING MAP Extraordinary General Meeting to be held on 04.01.2026 # Classificação: Pública 1 

 

SIGNATURE

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.

Date: March 31, 2026

CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
By:	/S/ Eduardo Haiama
	Eduardo Haiama Vice-President of Finance and Investor Relations

FORWARD-LOOKING STATEMENTS

This document may contain estimates and projections that are not statements of past events but reflect our management’s beliefs and expectations and may constitute forward-looking statements under Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. The words “believes”, “may”, “can”, “estimates”, “continues”, “anticipates”, “intends”, “expects”, and similar expressions are intended to identify estimates that necessarily involve known and unknown risks and uncertainties. Known risks and uncertainties include, but are not limited to: general economic, regulatory, political, and business conditions in Brazil and abroad; fluctuations in interest rates, inflation, and the value of the Brazilian Real; changes in consumer electricity usage patterns and volumes; competitive conditions; our level of indebtedness; the possibility of receiving payments related to our receivables; changes in rainfall and water levels in reservoirs used to operate our hydroelectric plants; our financing and capital investment plans; existing and future government regulations; and other risks described in our annual report and other documents filed with the CVM and SEC. Estimates and projections refer only to the date they were expressed, and we do not assume any obligation to update any of these estimates or projections due to new information or future events. Future results of the Company’s operations and initiatives may differ from current expectations, and investors should not rely solely on the information contained herein. This material contains calculations that may not reflect precise results due to rounding.

FAQ

What did Eletrobras (EBR) shareholders decide about migrating to B3’s Novo Mercado?

Shareholders approved authorizing management to apply for admission of Eletrobras to B3’s Novo Mercado special listing segment and for its shares to trade there, indicating strong support for migration under the higher governance standards required by that segment.

How will Eletrobras (EBR) preferred shares be converted into common shares?

Shareholders approved management proposals to convert all class A1 and B1 preferred shares into common shares at a ratio of 1.1 common share for each preferred share, with effectiveness subject to specific conditions, including separate class approvals, related conversions, and B3 authorization.

What conditions must be met before Eletrobras (EBR) preferred share conversions become effective?

The conversions require approval at special meetings of each preferred class, approval of both A1 and B1 conversions where applicable, and authorization by B3 for migration to Novo Mercado. Certain bylaw changes also depend on prior consent from the Brazilian electricity regulator ANEEL.

What bylaw changes did Eletrobras (EBR) shareholders support in connection with the restructuring?

Shareholders backed full amendment and consolidation of the bylaws to update capital stock amount and composition, reflect the results of preferred share conversions, and include provisions required by B3’s Novo Mercado Regulation, with some alternatives defined depending on which conversions take effect.

Did Eletrobras (EBR) shareholders authorize management to implement the Novo Mercado migration?

Yes. Shareholders approved authorizing management to take all necessary actions to implement the effective migration to Novo Mercado, following earlier approval to apply for admission and subject to conditions such as regulatory consents and completion of the planned share conversions.