[6-K] Companhia Paranaense de Energia - COPEL American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Companhia Paranaense de Energia (COPEL) has announced an Extraordinary General Meeting to be held digitally on August 4, 2025, with significant corporate restructuring proposals:

Key agenda items include:

• Application for admission to B3's Novo Mercado premium listing segment
• Creation of new Class C preferred shares (PNC), which will be compulsorily redeemable
• Mandatory conversion of all Class A and B preferred shares into common shares and PNC shares (1:1:1 ratio)
• Redemption of all PNC shares at R$0.7749 per share using available reserves
• Bylaws amendment to accommodate these changes and enhance governance standards

The implementation is subject to key conditions including shareholder ratification, creditor approval (waivers), and successful migration to Novo Mercado. Shareholders can participate via digital platform or voting ballot by July 31, 2025.

Positive

• Company plans to migrate to B3's Novo Mercado segment, indicating commitment to higher corporate governance standards
• Mandatory conversion of preferred shares into common shares will simplify share structure and potentially improve liquidity
• Shareholders will receive compensation of R$0.7749 per share through redemption of PNC shares, providing immediate value return

Negative

• Share conversion requires multiple conditions including creditor approval (Waivers), indicating potential debt covenant complications
• Complex restructuring process with multiple conditions precedent could delay implementation or face shareholder resistance
• Early repayment provisions in existing debt agreements may be triggered, potentially affecting company's financial flexibility

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 June, 2025

Commission File Number 1-14668

COMPANHIA PARANAENSE DE ENERGIA

(Exact name of registrant as specified in its charter)

Energy Company of Paraná

(Translation of Registrant's name into English)

José Izidoro Biazetto, 158
81200-240 Curitiba, Paraná
Federative Republic of Brazil
+55 (41) 3331-4011

(Address of principal executive offices)

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____

 

COMPANHIA PARANAENSE DE ENERGIA - COPEL

Registration as Corporate Taxpayer (CNPJ): 76.483.817/0001-20

NIRE 41300036535

Brazilian SEC Registration: 1431-1

B3 (CPLE3, CPLE5, CPLE6)

NYSE (ELP, ELPC)

LATIBEX (XCOP, XCOPO)

EXTRAORDINARY GENERAL MEETING

CALL NOTICE

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary General Meeting, to be held exclusively in digital mode, pursuant to art. 124 of Law no. 6404/76 - Brazilian Corporate Law and CVM Resolution no. 81/2022 - RCVM 81, and therefore be considered to be held at the Company's headquarters, on August 4, 2025, at 2 p.m., on first call, via the Ten Meetings digital platform (https://assembleia.ten.com.br/685488074), to decide on the following agenda:

1. Authorization for the Mangement to submit to B3 S.A. — Brazil, Bolsa, Balcão (“B3”) a request for admission of the Company to the special segment of the B3 stock market called Novo Mercado, even if under conditions, and of the Company's shares to trading in said segment;

2. Amendment of Art. 5 of the Company's bylaws to create a new class "C" of preferred shares, nominative, book-entry and without nominal value ("PNC"), compulsorily redeemable, without the need for approval at a special meeting of holders of PNC shares, pursuant to § 6 of Art. 44 of the Corporation Law;

3. Mandatory conversion of all class “A” preferred shares (“PNA”) and class “B” preferred shares (“PNB”) into common shares and PNC preferred shares, so that each PNA or PNB preferred share is conversed into one new common share and one new PNC share (“Share Conversion”), the effectiveness of which shall be subject to the implementation of the following conditions precedent (“Conditions Precedent”):

(i) ratification of the Share Conversion at an Extraordinary Meeting of Holders of Preferred Shares, pursuant to Art. 136, § 1 of the Brazilian Corporate Law (“Ratification”);

(ii) approval by creditors whose financial instruments provide for the early repaiment of Company debts or those of its subsidiaries, as a result of the approval of any matters provided herein (“Waivers”); and

 

 

(iii) effective entry of the Company into the Novo Mercado segment and effective admission to trading of the Company's shares in the Novo Mercado segment ("Migration to Novo Mercado").

4. Application of available reserves in the compulsory redemption of all PNC shares, at a price of R$ 0.7749 per share, without changing the share capital amount, the effectiveness of which will be subject to the implementation of the Conditions Precedent (“Redemption”);

5. Amendment and consolidation of the Company's bylaws to provide for Share Conversion, Redemption, improvement in governance and authority rules and inclusion of the provisions required by the Novo Mercado listing regulation, pursuant to the management proposal, whose effectiveness will be conditioned to the implementation of the Conditions Precedent ("Amendment of Bylaws");

6. Authorization for Management to take all necessary actions to implement the above resolutions.

Documents referring to the matters to be discussed at the Annual General Meeting, including the Management’s Proposal and the Manual for Participation in General Shareholders’ Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (ri.copel.com).

The General Meeting shall be carried out exclusively in digital mode, so the Company’s shareholder may take part:

(a) through a voting ballot, the template for which is available to shareholders on the following websites: the Company’s (ri.copel.com), Brasil, Bolsa, Balcão - B3 and Brazilian Securities and Exchange Commission (CVM); or

(b) via digital platform (Ten Meetings), which shall be accessed personally or by a dully appointed proxy, according to RCVM 81.

Shareholders may participate in the Meeting whether or not they have sent in the ballot paper. If they have sent it and choose to also participate in the Meeting, they may change the votes cast via Ballot by expressing this decision at the beginning of the Meeting.

The Ballots may be sent, under the terms of RCVM 81, through the shareholders' custody agents, to the Central Depositary of B3 or, if the shares are in a book-entry environment, to the bookkeeper (Itaú Corretora de Valores S.A.) or, also, directly to the Company, in accordance with the guidelines set out in the Proposal, by July 31, 2025 or, in the case of service providers, within the period respectively set by them.

 

 

To participate in the Meeting via Digital Platform, up to 2 days before the Meeting is held, that is, until August 2, 2025, the shareholder must access the Ten Meetings platform (https://assembleia.ten.com.br/685488074) fill in all the registration data and attach all the documents necessary for their qualification to participate and/or vote in the Meeting, namely:

· Natural Person Shareholder:

a) vvalid identification document with photo of the shareholder and the proxy, if applicable;

b) instrument granting powers to a third party, if the shareholder participates through a proxy; and

c) indication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.

· Legal Entity Shareholder or Investment Fund:

a) valid identification document with photo of the legal representative;

b) documents proving representation, including a copy of the minutes of the election of the director(s) who represent the shareholder attending the Meeting or who, as the case may be, grant(s) the power of attorney to attend the Meeting, and the power of attorney instrument;

c) in the case of an investment fund, copies of:

i. regulations of the fund in effect;

ii. the articles of association or bylaws of its manager or administrator, as the case may be, in compliance with the fund's voting policy; and

d) iindication of an e-mail address to receive an individual invitation to access the Digital Platform and consequently participate in the Meeting.

For participation by proxy, the granting of powers of representation must have taken place less than one year previously, pursuant to article 126, paragraph 1 of the Corporate Law.

In addition, in compliance with the provisions of article 654, paragraph 1 and paragraph 2 of the Civil Code, the power of attorney must contain an indication of the place where it was given, the full qualifications of the grantor and the grantee, the date and purpose of the grant with the designation and extent of the powers conferred, containing the signature of the grantor.

Natural persons who are shareholders of Copel may only be represented at the Meeting by a proxy who is a shareholder, officer of the Company, lawyer or financial institution, as provided for in art. 126, §1 of the Brazilian Corporate Law. Legal entities that are shareholders of the Company may be represented by a proxy appointed in accordance with their articles of association or bylaws and in accordance with the rules of the Civil Code, without the need for such person to be an officer of the Company, a shareholder or a lawyer (Proc. CVM RJ2014/3578, j. 4.11.2014)

 

 

Shareholders who fail to register and/or report the absence of receipt of access instructions in the manner and within the time limits set out above and in the Proposal will not be able to participate in the Meeting. On the date of the Meeting, the shareholder's attendance will only be recorded by accessing the electronic system, in accordance with the instructions and within the times and deadlines published by the Company.

Pursuant to RCVM 81, additional information and instructions for access to the Digital Platform and/or submission of the Voting Ballot are included in the Proposal.

Curitiba, June 23, 2025

Marcel Martins Malczewski

Chairman of the Board of Directors

 

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 June 23, 2025

COMPANHIA PARANAENSE DE ENERGIA – COPEL
By:	/S/  Daniel Pimentel Slaviero
	Daniel Pimentel Slaviero Chief Executive Officer

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.

FAQ

What major corporate changes is ELP (Copel) proposing in its latest extraordinary meeting?

ELP is proposing several significant changes including: 1) Admission to B3's Novo Mercado segment, 2) Creation of a new class 'C' preferred shares (PNC), 3) Mandatory conversion of all class 'A' and 'B' preferred shares into common shares and PNC shares, and 4) Redemption of all PNC shares at R$ 0.7749 per share. These changes are subject to specific conditions precedent including creditor approval and successful migration to Novo Mercado.

When is ELP's extraordinary general meeting scheduled and how can shareholders participate?

ELP's extraordinary general meeting is scheduled for August 4, 2025, at 2 p.m., to be held exclusively in digital mode via the Ten Meetings platform. Shareholders can participate either through a voting ballot (deadline July 31, 2025) or via the digital platform by registering by August 2, 2025 at https://assembleia.ten.com.br/685488074.

What is the redemption price for ELP's new PNC shares?

ELP has set the compulsory redemption price for the new class 'C' preferred shares (PNC) at R$ 0.7749 per share. This redemption will be funded from available reserves and will not change the company's share capital amount.

What are the conditions precedent for ELP's share conversion plan?

ELP's share conversion plan is subject to three key conditions: 1) Ratification at an Extraordinary Meeting of Holders of Preferred Shares, 2) Approval from creditors whose financial instruments require early repayment due to these changes (Waivers), and 3) Effective entry and admission to trading of the Company's shares in the Novo Mercado segment.

How will ELP's preferred shares be converted under the new proposal?

Under ELP's proposal, all class 'A' preferred shares (PNA) and class 'B' preferred shares (PNB) will be mandatorily converted into common shares and PNC preferred shares. The conversion ratio is 1:1:1, meaning each PNA or PNB share will be converted into one new common share plus one new PNC share.