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Dividends

DIVIDEND POLICY

Our Dividend Policy was recently remodeled with the objective of providing more transparency and predictability in the flow of dividend payments to shareholders, defining careful parameters that preserve the Company’s strategic and financial guidelines in the medium and long term, namely:

  • Limits for Financial Leverage Index = Net Debt/EBITDA (“Leverage”);
  • Maintenance of Available Cash Flow (“ACF” or “FDC”), with ACF being the cash generated by operating activities, less investments made (“CAPEX”) in the period (ACF = Operating Cash – CAPEX);
  • Increase in distribution frequency from 1 event to at least 2 annual payment events.

Thus, considering the level of indebtedness, operating cash generation and the realized CAPEX, proposals for regular dividends will be calculated according to the criteria below:

In order to preserve the ability to make sustainable investments, the amounts calculated above, except for the mandatory dividend, will always be limited by the ACF. Additionally, the company will try not to exceed the 2.7x leverage.

To access the full dividend policy, click here.

History of the Company’s Dividends

The table below shows more details about the history of the company’s dividends.

Fiscal Year Corporate Action Distribute
R$ 1.000
COMMON/
ELPVY
Preferred A Preferred B
ELP/XCOP
Payment Date UNIT
1994 DIV 7,996 0.03308 0.03308 05/31/1995  
1995 DIV 24,175 0.07896 0.13160 04/29/1996  
1996 IOC 116,856 0.48346 0.48346 0.48346 06/23/1997  
1997 IOC 150,000 0.52352 0.57588 0.57588
1st part IOC 74,627 0.26046 0.28651 0.28651 12/10/1997
2nd part IOC 75,372 0.26306 0.28937 0.28937 04/30/1998
1998 IOC 136,200 0.47555 0.52269 0.52269 05/20/1999  
1999 IOC 110,000 0.38359 0.59208 0.42209 04/25/2000  
2000 IOC 160,000 0.55841 0.59208 0.61437
1st part IOC 70,000 0.24378 0.59208 0.26826 12/27/2000
2nd part IOC 90,000 0.31463 ——– 0.34611 04/27/2001
2001 IOC 170,000 0.59166 0.65455 0.64455
1st part IOC 80,000 0.27851 0.30794 0.30794 10/30/2001
2nd part IOC 90,000 0.31315 0.34661 0.34661 06/03/2002
2002  
2003 IOC 42,584 0.14734 1.05973 0.16211 06/15/2004  
2004 IOC 96,061 0.33396 1.27127 0.36743 06/24/2005  
2005 IOC 122,995 0.42811 1.27167 0.47101 06/19/2006  
2006 280,951 0.98001 1.41617 1.07821
1st part DIV 157,951 0.55096 0.79739 0.60617 06/26/2007
2nd part IOC 123,000 0.42905 0.61878 0.47204 06/26/2007
2007 267,750 0.93356 1.62979 1.02713
DIV 67,750 0.23622 0.41239 0.25990 05/16/2008
IOC 200,000 0.69734 1.21740 0.76723 05/16/2008
2008 261,834 0.91289 1.62979 1.00438
DIV 33,834 0.11796 0.21060 0.12979 05/29/2009
IOC 228,000 0.79493 1.41919 0.87459 05/29/2009
2009 249,459 0.86965 1.62979 0.95679
1st part IOC 168,000 0.58625 0.64510 0.64510 12/07/2009
2nd part IOC 62,000 0.21556 0.85756 0.23706 05/27/2009
DIV 19,459 0.06784 0.12713 0.07463 05/27/2009
2010 281,460 0.98027 2.52507 1.07854
1st part IOC 85,000 0.29662 0.32638 0.32638 09/20/2010
2nd part IOC 115,000 0.40037 1.15087 0.44049 05/23/2011
DIV 81,460 0.28328 1.04782 0.31167 05/23/2011
2011 421,091 1.46833 2.52507 1.61546
1st part IOC1 225,814 0.78803 0.86706 0.86706 09/15/2011
2nd part IOC 195,277 0.68030 1.65801 0.74840 05/29/2012
2012 268,554 0.93527 2.52507 1.02889
IOC1 138,072 0.47920 2.52507 0.52720 01/15/2013
DIV 130,482 0.45607 0.50169 05/23/2013
2013 560,537 1.95572 2.52507 2.15165
IOC1 180,000 0.62819 0.69111 0.69111 12/16/2013
DIV1 145,039 0.50617 0.55688 0.55688 12/16/2013
DIV 235,498 0.82136 1.27708 0.90366 05/13/2014
2014 622,523 2.17236 2.52507 2.39000
IOC1 30,000 0.10469 0.11519 0.11519 11/21/2014
DIV1 350,770 1.22416 1.34678 1.34678 11/21/2014
DIV 241,753 0.84351 1.06310 0.92803 06/22/2015
2015 326,795 1.13716 2.52507 1.25473
IOC 198,000 0.68748 2.10511 0.76022 06/15/2016
DIV 128,795 0.44968 0.41996 0.49451 06/15/2016
2016 506,213 1.76466 2.89050 1.94342
IOC 282,947 0.98539 2.89050 1.08410  06/30/2017
DIV 223,266 0.77927 0.85932 12/28/2017
2017 289.401 1.00801 2.89050 1.10883
IOC1 266,000 0.92624 2.89050 1.01887 08/14/2018
DIV 23.401 0.08177 0.08996 08/14/2018
2018 378,542 1.31950 2.89050 1.45151
IOC 280,000 0.97515 2.89050 1.07270 06/28/2019
DIV 98,542  0.34435 0.37881 06/28/2019
2019 643,000 2.24235 3.94657 2.46692
1st part IOC 321,500 1.12117 1.97328 1.23346 06/29/2020
2st part IOC 321,500 1.12117 1.97328 1.23346 09/30/2020
2020
2020 DIV 781 0.23912059 09/30/2020
2020 IOC* 807,500 2.81832398 3.10015638 3.10015638 08/11/2021
2020 DIV 210,276 0.07231977 0.14384143 0.07955175 08/11/2021 0.39052677
Profit Reserve DIV 1,250,000 0.43627306 0.47990038 0.47990038 04/30/2021
Profit Reserve DIV 123,257 0.04301883 0.04732072 0.04732072 08/11/2021
Profit Reserve IOC 134,192 0.04683557 0.04683557 0.04683557 08/11/2021

1 In advance

* Value declared at the 209th Ordinary Meeting of the Board of Directors, on December 09, 2020, and the position of shares with rights does not include the stock split in the proportion of 1 to 10, as per the Notice to Shareholders disclosed on 03/11/2021.

DIV – Dividend
IOC – Interest on Own Capital

Payment of Dividend

We are required to hold an annual shareholders’ meeting by April 30th of each year at which, among other things, an annual dividend may be declared by decision of the shareholders on the recommendation of the management, as approved by the Board of Directors. The payment of annual dividends is based on the financial statements prepared for the fiscal year ending December 31st. Under Brazilian law, we must pay dividends within sixty days following the date of the shareholders meeting that declared the dividends to shareholders of record on such shareholders’ meeting. A shareholders’ resolution may set forth another date of payment, which must occur prior to the end of the fiscal year in which such dividend was declared. We are not required to adjust the amount of paid-in capital for inflation for the period from the end of the last fiscal year to the date of declaration or to adjust the amount of the dividend for inflation for the period from the end of the relevant fiscal year to the payment date.

Consequently, the amount, in real terms, of dividends paid to holders of Class B Shares may be substantially reduced due to inflation. According to our Bylaws, our management may declare interim dividends to be paid from profits in our semi-annual financial statements approved by our shareholders. Any payment of interim dividends may be set off against the amount of mandatory distributions relating to the net profit earned in the year in which the interim dividends were paid.

Pursuant to Brazilian law, we may pay interest on equity in lieu of dividends as an alternative form of making distributions to shareholders. We may treat a payment of interest on equity as a deductible expense for tax purposes, provided that it does not exceed the lesser of:

  • the total amount resulting from (1) TJLP multiplied by (2) the total shareholders’ equity (determined in accordance with the Brazilian Corporation Law), less certain deductions prescribed by the Brazilian Corporation Law; and
  • the greater of (1) 50.0% of current net income (after the deduction of social contribution on profits (CSLL) and before taking such distributions and any deductions for corporate income tax) for the year in respect of which the payment is made or (2) 50.0% of retained earnings and profit reserves for the year prior to the year in respect of which the payment is made. Shareholders who are not residents of Brazil must register with the Central Bank in order for dividends, sales proceeds or other amounts with respect to their shares to be eligible to be remitted in foreign currency outside of Brazil. The Class B Shares underlying the ADSs are held in Brazil by the Custodian, as agent for the Depositary, which is the registered owner of our shares.

Payments of cash dividends and distributions, if any, will be made in Brazilian currency to the Custodian on behalf of the Depositary, which will then convert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the Depositary for distribution to holders of ADRs. In the event that the Custodian is unable to convert immediately the Brazilian currency received as dividends into U.S. dollars, the amount of U.S. dollars payable to holders of ADRs may be adversely affected by devaluations of the Brazilian currency that occur before such dividends are converted and remitted.

Calculation of Adjusted

Dividends with respect to a fiscal year are payable from (1) retained earnings from prior periods and (2) after-tax income for such period (reduced by losses carried forward from prior fiscal years) following the addition or subtraction of amounts allocated to legal and other reserves (as described below) (“Adjusted Net Profit”).

In accordance with Brazilian Corporation Law, we must maintain a legal reserve, to which we must allocate a minimum 5.0% of our net profits for each fiscal year until such reserve reaches an amount equal to 20.0% of our capital stock (calculated in accordance with the Brazilian Corporation Law).

However, we are not required to make any allocations to our legal reserve in a fiscal year in which the legal reserve, when added to our other established capital reserves, exceeds 30.0% of our total capital. At December 31, 2006, our legal reserve was R$ 268.3 million, or approximately 7% of our capital stock at that date.

In addition to deducting amounts for the legal reserve, under the Brazilian Corporation Law net profit may also be adjusted by deducting amounts allocated to two other reserves. One is a contingency reserve against future losses. The other is an unrealized profits reserve for specified categories of earnings that are currently required to be recognized, but that will be realized in subsequent periods. On the other hand, net profits may also be adjusted by reversing any amounts in any contingency reserve accounts that have been deposited in previous years and any amounts included in the unrealized profits reserve that have been realized in the relevant fiscal year and have not been used to offset losses. These reserves may only be established if they are proposed by the Board of Directors or management at a shareholders’ meeting and a resolution creating such reserves is adopted at that shareholders’ meeting.

The amounts available for distribution are determined on the basis of the Statutory Financial Statements prepared using the method required by the Brazilian Corporation Law, which differ from financial statements, such as the Consolidated Financial Statements included herein.

Dividend Prioritary

A Shares and Class B Shares

According to our Bylaws, Class A Shares and Class B Shares are entitled to receive annual, noncumulative minimum dividends, which dividend per share shall be at least 10.0% higher than the dividends per share paid to the Common Shares. Class A Shares have a dividend priority over the Class B Shares, and Class B Shares have a dividend priority over the Common Shares. To the extent funds are available therefore, dividends are to be paid in the following order:

  • first, the holders of Class A Shares have the right to receive a minimum dividend equal to 10.0% of the total share capital represented by the Class A Shares outstanding as at the end of the fiscal year in respect of which the dividends have been declared;
  • second, to the extent there are additional amounts to be distributed after all amounts allocated to the Class A Shares have been paid, the holders of Class B Shares have the right to receive a minimum dividend per share equal to (1) the Mandatory Dividend divided by (2) the total number represented by Class B Shares outstanding as at the end of the fiscal year in respect of which the dividends have been declared; and ·
  • third, to the extent that there are additional amounts to be distributed after all amounts allocated to the Class A Shares and the Class B Shares have been paid, the holders of Common Shares have the right to receive an amount per share equal to (1) the Mandatory Dividend divided by (2) the total number of Common Shares outstanding as at the end of the fiscal year in respect of which dividends have been declared, provided that the Class A Shares and Class B Shares receive dividends per share at least 10.0% higher than the dividends per share paid to the Common Shares.

To the extent that there are additional amounts to be distributed after all amounts described in the preceding items have been paid and in the form therein described, any such additional amount will be divided equally among all our shareholders.

General Shareholders Meeting

The General Shareholders Meeting is the forum in which shareholders have the power to decide on all matters related to the Company’s purpose and to take measures deemed appropriate for its defense and development.

Held in the first quarter of each year, the Annual General Meeting has some specific responsibilities set out in Article No. 132 of Federal Law 6,404 / 76, the Brazilian Corporate Law.

In addition to the Annual Meeting, shareholders can meet possibly where they deem necessary, at any time, at Extraordinary General Meetings.

Of all General Meetings are record in the book, which, upon proper registration in the the Board of Trade of the State of Paraná are published as required by Federal Law 6,404 / 76, the Brazilian Corporate Law.