Copel(ELP) - 2024 Q4 - Annual Report

Introduction This section outlines the policy's scope, purpose, and general guidelines for information disclosure and securities trading Scope This policy establishes guidelines for Companhia Paranaense de Energia - Copel regarding the disclosure of information, preservation of confidentiality, and the trading of securities issued by the company - The policy's scope defines guidelines for three key areas: Disclosure of Information, Preservation of Confidentiality, and Trading in Securities Issued by Copel[6] Purpose The policy's purpose is to establish the rules, procedures, and guidelines for information disclosure, confidentiality, and securities trading applicable to Copel (Holding), its wholly-owned subsidiaries, controlled companies, and all Related Persons - The policy aims to set rules for information disclosure, confidentiality, and securities trading for Copel, its subsidiaries, and Related Persons[8] - The guidelines are also recommended for jointly-controlled subsidiaries and associated companies[9] General Guidelines This section outlines the procedural requirements for policy adherence, requiring all 'Related Persons' to sign an Adhesion Agreement and the company to maintain an updated list for the CVM - Related Persons are required to formally adhere to this policy by signing the Adhesion Agreement provided in Annex I[10] - The company must maintain an updated list of all Related Persons who have signed the Adhesion Agreement, available for the CVM, and keep the signed agreements on file for at least 5 years after their relationship with the company ends[10][11] Chapter 1: Disclosure of Information and Preservation of Confidentiality This chapter details the responsibilities and procedures for disclosing material information and maintaining confidentiality Duties of the Vice President of Finance and Investor Relations (VPFI) The VPFI is primarily responsible for disclosing Material Information to the CVM and stock exchanges, ensuring its wide dissemination, and investigating atypical market fluctuations - The VPFI must disclose and communicate any Material Information to the CVM and Stock Exchanges immediately after it is acknowledged[17] - The VPFI is responsible for ensuring the wide and immediate dissemination of Relevant Information simultaneously across all markets where Copel's securities are traded[17] - In case of atypical fluctuations in trading, the VPFI must inquire with persons who have access to inside information to determine if a disclosure is needed[17] Duties of Related Persons Related Persons must immediately report material information to the VPFI, maintain strict confidentiality, and are prohibited from using inside information for personal gain or making public statements - Related Persons must immediately and formally communicate any Material Information they are aware of to the VPFI[18] - It is prohibited to use Inside Information to obtain any advantage, directly or indirectly, for oneself or for third parties[18] - Affected Persons are prohibited from commenting on any Inside Information in the media, including social networks, until it has been publicly disclosed[18][19] Procedures for Disclosing Relevant Information Material Information must be disclosed immediately to the CVM and stock exchanges, preferably outside trading hours, with the VPFI able to request trading suspension if necessary - Disclosure of Material Information should be made, whenever possible, before the start or after the close of trading on the Stock Exchanges[23] - Official disclosure channels include the CVM's electronic system, the company's investor relations website, and the "Portal MZ" news portal[30] - If information is shared with select audiences (e.g., analysts, investors), it must be disclosed simultaneously to the CVM, Stock Exchanges, and the general public[27] Exception to the Immediate Disclosure of a Relevant Act or Fact The company may delay Material Information disclosure if it harms legitimate interests, but immediate disclosure is mandatory if information leaks or atypical trading occurs - Material Information may be temporarily withheld if its disclosure is deemed to jeopardize the Company's legitimate interests[28] - Immediate disclosure is required if the confidential information is no longer under the company's control or if there is an atypical fluctuation in the price or volume of traded securities[29] Notice to the Market Copel may issue a 'Notice to the Market' for useful information not classified as a mandatory 'Material Fact', distributed through official channels - A 'Notice to the Market' is used to disclose information that is useful but not legally classified as a Material Act or Fact[31] - If a 'Notice to the Market' contains information that could significantly influence share prices, it must be handled with the same procedures as Relevant Information[32] Chapter 2: Trading in Own-Issue Securities This chapter outlines regulations and prohibitions concerning trading in the company's own securities, including blackout periods Prohibiting the Misuse of Privileged Information This section strictly prohibits Related Persons with Insider Information from trading Copel's securities for undue advantage, establishing legal presumptions regarding access and use of such information - Related Persons are prohibited from trading Copel Securities while aware of Insider Information for the purpose of gaining an undue advantage[36] - It is presumed that Managers and members of the Audit Board have access to all Inside Information[38] - Information regarding corporate reorganizations (mergers, spin-offs), changes in control, or delisting decisions is considered relevant from the moment studies or analyses on the matter begin[38] Prohibited Period A mandatory 15-day blackout period is established, prohibiting all policy-bound individuals from trading Copel's securities before the public disclosure of quarterly and annual financial statements - Trading in Copel's securities is prohibited for all policy-bound individuals for a period of 15 days prior to the disclosure of the company's Quarterly Information (ITRs) and annual Financial Statements (DFs)[40] - This prohibition is absolute and does not depend on whether the individual has knowledge of the financial results or if there is any material information pending disclosure[40] Lockout Periods The VPFI can institute additional, discretionary 'Lockout Periods' for trading prohibitions, applicable to all or select Related Persons, without requiring justification or undisclosed material information - The VPFI can establish discretionary 'Blocking Periods' (Lockout Periods) during which Related Persons are prohibited from trading securities[41] - Recipients of a Lock-Up Period notification must maintain confidentiality regarding the existence of the trading restriction[45] Disclosure of Information on Securities Ownership and Trading Directors, Audit Board members, and statutory body members must report their holdings and transactions in Copel securities to the VPFI upon taking office and within five days of each subsequent transaction - Directors, members of the Audit Board, and members of statutory bodies must inform the VPFI of their ownership and trades in securities issued by Copel, its parent companies, or controlled companies[48] - This reporting requirement extends to securities held by persons linked to them (e.g., spouse, dependents)[49] - The communication must be made on the first working day after taking office and within 5 days of each trade[49] Disclosure on Relevant Trading Any individual or group crossing 5%, 10%, 15% (and so on) thresholds of any class of the company's shares must immediately notify the VPFI with transaction details and purpose - Any person or group whose direct or indirect participation reaches, exceeds, or falls below the thresholds of 5%, 10%, 15% (and so on in 5% increments) of a class of shares must immediately notify the VPFI[51] - The notification must include the purpose of the participation and state whether the transaction is intended to alter the company's control or administrative structure[53] Penalties Failure to comply with the policy may subject Related Persons to civil, criminal, or administrative liability, in addition to internal disciplinary actions as per Copel's Code of Conduct - Non-compliance with the policy's obligations can result in liability in the civil, criminal, or administrative spheres, as well as internal disciplinary sanctions[56] Final Provisions This section clarifies that any doubts about the policy should be directed to the VPFI, and that applicable regulations and the company's Bylaws shall prevail in case of conflict, with the policy approved on April 16, 2025 - Any questions regarding the policy should be clarified with the VPFI[57] - In the event of a conflict between this policy and regulations, the regulations shall prevail; in case of a conflict with the company's Bylaws, the Bylaws shall prevail[58] - This policy was approved at the 261st Ordinary Meeting of the Board of Directors on April 16, 2025[61] Annex I: Term of Adhesion This annex provides the official template for the 'Term of Adhesion' that all Related Persons must sign, acknowledging their understanding and agreement to comply with the policy, and requiring declaration of current securities holdings - Provides the template for the Adhesion Agreement that Related Persons must sign to confirm their awareness of and agreement with the policy[63] - The form requires the signatory to declare whether they or any connected persons hold securities issued by Copel and, if so, to provide details[64][65]