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Centrais Elétricas Brasileiras S.A. – Eletrobras (AXIA Energia) is asking shareholders to approve a migration to the Novo Mercado segment of B3, Brazil’s highest corporate governance tier. Meetings are scheduled, on first call, for April 1, 2026.
To align with Novo Mercado’s “one share, one vote” rule, management proposes converting PNA1 and PNB1 preferred shares into common shares (ON) at a ratio of 1.1 ON for each 1 PNA1 or PNB1 share. B3 granted exceptional treatment so that conversion of PNA1, which represents 0.005% of total shares, is not a condition to the migration.
If PNA1 or PNB1 conversions are approved, holders who do not vote in favor may exercise dissenters’ rights under Brazilian law and request reimbursement. The company may later call another meeting to ratify or reconsider the decision if reimbursement payments could jeopardize its financial stability.
Centrais Elétricas Brasileiras S.A. – Eletrobras called a special digital meeting of holders of its Class “B1” preferred shares for April 1, 2026. Shareholders will vote on converting all Class “B1” preferred shares into common shares at a fixed ratio of 1.1 common share for each B1 preferred share.
The meeting will be held exclusively via the “Atlas AGM” digital platform. Class “B1” shareholders can vote remotely by ballot up to March 28, 2026, or register to participate via the digital platform by March 30, 2026, following the documentation and qualification procedures described in the management proposal.
Centrais Elétricas Brasileiras S.A. – Eletrobras describes a proposal to migrate its listed vehicle AXIA Energia to B3’s Novo Mercado, Brazil’s highest corporate governance segment. Novo Mercado requires a single share class with full voting rights and stronger transparency standards.
The plan would convert Class A1 and B1 preferred shares (PNA1 and PNB1), which currently receive dividends at least 10% higher than common shares, into common shares at a proposed exchange of 1 preferred share for 1.1 common shares. The company highlights expected benefits such as unified voting (one share, one vote), potentially greater share liquidity, simplified capital structure, and the possibility of attracting new investors, while noting alternative scenarios if PNA1 holders do not approve conversion.
Centrais Elétricas Brasileiras S.A. – Eletrobras is calling a special digital-only meeting of Class “A1” preferred shareholders on April 1, 2026 to vote on a proposed share conversion. The proposal would convert all PNA1 preferred shares into common shares at a ratio of 1.1 common share for each PNA1 share.
Shareholders can vote remotely using a ballot (BVD) submitted via Itaú’s systems, B3’s investor area, custody agents that offer the service, or directly through the Atlas AGM website or app, following the company’s Management Proposal. Completed BVDs must be received by March 28, 2026, and in-person or proxy attendance with an express intention to vote will override prior remote instructions.
Centrais Elétricas Brasileiras S.A. – Eletrobras is launching its 8th issuance of simple, unsecured debentures in Brazil, structured as a public offering to professional investors. The initial issuance totals R$ 1.6 billion, in 1,600,000 debentures with unit value of R$ 1,000, and may be increased by up to 25% through an additional lot option, reaching up to R$ 2.0 billion. The debentures may be split into up to three series with different maturities of 7, 10 and 15 years, all indexed to the IPCA inflation index plus a fixed interest rate, subject to ceiling rates of up to 6.8%–6.9% per year. Proceeds must be used exclusively to finance or reimburse costs and debts related to a priority energy project under Brazilian Law 12,431, within 48 months of the offering’s closing. The issuance is under a firm-commitment underwriting regime, will be distributed and traded through B3 systems, and will receive a credit rating from one of the major agencies. The deed sets detailed rules for bookbuilding, allocation, tax treatment, early redemption, optional extraordinary amortization, issuer repurchases, and a mandatory redemption offer if a qualifying change of control affects the debentures’ risk profile.
Centrais Elétricas Brasileiras S.A. – Eletrobras approved its 8th issuance of simple, unsecured, non-convertible debentures, to be publicly offered to professional investors under a firm-commitment regime. The initial issuance amount is R$ 1.6 billion, which may rise by up to 25% to R$ 2.0 billion through an additional lot option.
The debentures will have a unit value of R$ 1,000 and may be split into up to three IPCA-indexed series with maturities of 7, 10 and 15 years, paying semi-annual interest. Proceeds must be used exclusively to pay or reimburse eligible project-related expenses within 48 months, in line with Brazilian Law 12,431 for incentivized infrastructure debentures.
Centrais Elétricas Brasileiras S.A. – Eletrobras is launching a Brazilian public offering of its 8th issuance of simple, unsecured, non-convertible debentures, initially totaling R$ 1,600,000,000.00 across up to three series. The company may increase the offer by up to 25%, or 400,000 debentures, reaching a total Issuance value of up to R$ 2,000,000,000.00, all with a unit nominal value of R$ 1,000.00 on the issuance date of February 15, 2026.
The debentures are offered exclusively to professional investors in Brazil under an automatic registration procedure, with prospectus and information sheet waived. Funds raised will be used under Brazilian infrastructure debenture rules (Law 12,431) to finance or reimburse costs related to the Santo Antônio hydroelectric plant project, which has an estimated total financial need of R$ 19,927,000,000.00. The issue is expected to cover about 10.04% of that project’s requirements.
Centrais Elétricas Brasileiras S.A. – Eletrobras reports that the Labor Court of Rio de Janeiro has revoked a preliminary injunctive relief obtained in public civil actions filed by labor unions. These lawsuits challenged alleged impacts on employees’ Profit Sharing (PLR) linked to the capitalization of profit reserves and a share bonus approved at the Extraordinary General Meeting on December 19, 2025.
The court accepted the Company’s motion for reconsideration, concluding there was no risk of harm and that Eletrobras’s financial soundness had been duly demonstrated. This decision removes the previously granted partial restriction related to the PLR dispute.