6-K 1 elp20210209_6k2.htm FORM 6-K

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 February, 2021

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)

Rua Coronel Dulcídio, 800
80420-170 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____

PROPOSAL TO AMEND COMPANHIA PARANAENSE DE ENERGIA - COPEL’S BYLAWS

Dear shareholders,

On July 15, 2020, as Material Fact 02/20 disclosed on that date, the Company’s Board of Directors approved the beginning of the process of hiring financial and legal experts to assist management in analyses and implementation of a Securities Deposit Certificate Program (called unit) and opportunities for improvements in the corporate governance of the Company, including eventual migration to Level 2 of Corporate Governance of B3 SA - Brasil, Bolsa e Balcão (“B3”) and stock split.

After the studies were completed, the Company’s Board of Directors, in a meeting held on November 12, 2020, approved the model of Securities Deposit Certificate Program to be sponsored by the Company (“UNIT”), structured based on independent experts’ advices, who were coordinated by Banco Bradesco BBI S.A. The model then approved, and disclosed, on the same day of such approval, by means of the Material Fact 12/20, proposed the following premises (“UNIT Program”): (i) UNITs will be composed of five (5) shares issued by the Company, being one (1) common share and four (4) class “B” preferred shares; (ii) conversion of common shares into class “B” preferred shares and class “B” preferred shares into common shares (conversion factor of 1:1) will be permitted exclusively for the purpose of composing UNITs, provided that the preferred shares cannot exceed the legal limit of two thirds (2/3) of the total shares issued by the Company; (iii) stock split of shares issued by the Company in a proportion to be defined, aiming at maximizing the liquidity of their respective securities; and (iv) improvements of Copel's corporate governance by means of the migration to B3's Level 2 Corporate Governance (“Level 2”).

During management studies regarding amendments to bylaws to implement the UNIT program model and the counterparts for increasing governance, the State of Paraná (“State”), the controlling shareholder of the Company, has sent a notice to the Company on January 8, 2021, communicating its intention to “express in favor of the UNIT Program”. However, in relation to the migration to Level 2, the State conditioned its vote to the fulfillment of the following requirements: (i) carrying out and settlement of a public offer for the secondary distribution of shares or UNIT owned by the State of Paraná and issued by the Company, in conjunction with the offer to be made by BNDES Participações SA - BNDESPAR (“BNDESPar”), as disclosed in Material Fact no. 13/20, of December 8, 2020, in compliance with the applicable legal rules; and (ii) immediately after the settlement of the aforementioned public offering, the State of Paraná remains with its shareholding control as provided by State Law No. 18,875 of September 27, 2016.

Accordingly, on January 20, 2021, the Board of Directors approved the submission of the proposal for comprehensive amendment and consolidation of the Company's bylaws including, among others, the following amendments:

a) establish the Company's headquarters in the Municipality of Curitiba, State of Paraná, with assignment of powers to the Board of Directors to establish the full address of the Company, within the headquarters provided for in the bylaws;

b) the stock split, in the proportion of one (1) share to ten (10) shares, provided that, for each one (1) share issued by the Company, nine (9) new shares of the same class and type will be credited (“Stock Split”), subject to the operating procedures of B3 and Banco Bradesco S.A., the financial institution provider of the Company's stock bookkeeping service (“Bookkeeper”);

c) inclusion of the right of common shares ("ON") to be converted, by decision of the holder, into an equal quantity of class "B" preferred shares ("PNB") (conversion factor of 1:1) and the right of PNB shares to be converted, by decision of the holder, into an equal quantity of ON shares (conversion factor of 1: 1), exclusively for purposes of forming and issuing the Company's depository receipts, composed of one (1) ON share and four (4) PNB shares ("UNITs"), in compliance with the procedures, terms and conditions to be established by the Company's Board of Directors ("Conversion of Shares");

d) provision of sponsorship, by the Company, for the issuance of UNITs composed of one (1) ON share and four (4) PNB shares, according to rules, procedures and conditions to be approved by the Board of Directors (“UNITs Program”);

e) the need for the holders of preferred shares to approve, at a special shareholders’ meeting, the suppression or alteration of the device that ensures compliance with the regulations in force issued by the National Electric Energy Agency - ANEEL, by means of normative acts, as well as by means of the regulatory clauses contained in the concession agreements to which Copel Distribuição S.A. is a signatory, ensuring full application on the base dates of fares values established by the granting authority (“Fares Adjustment”);

f) change in the composition of the Board of Directors to increase from two (2) to three (3) the number of members to be elected by non-controlling shareholders, in a separate election, without the participation of the controlling shareholder, with minority shareholders holding common to elect two (2) board members and one (1) member will be elected by the shareholders holding preferred shares that meet the requirements of article 141, § 4 and § 5 of Federal Law No. 6,404/1976;

g) review of the duties of the Board of Directors and of the Executive Board;

h) creation in bylaws of three (3) new committees, whose duties shall be defined in internal regulations to be approved by the Board of Directors: (i) Minority Committee

for the purpose of analyzing and issuing recommendations and opinions on matters involving transactions between the Company and the controlling shareholder; (ii) Investment and Innovation Committee, which will be composed of three (3) members of the Board of Directors, one of them a member elected by the non-controlling shareholders, and will have the purpose of evaluating and issuing recommendations on the Company's investment plans; and (iii) Sustainable Development Committee with the purpose of assisting the Board of Directors in proposing guidelines, policies and main topics related to people management and environmental, social and governance issues (ESG);

i) inclusion of provisions to migrate to Level 2, which will have their effectiveness suspended under the condition (condition precedent) of financial settlement of the secondary public offering for the distribution of shares or UNIT to be carried out by the controlling shareholder and for the Company's admission at Level 2, among which the following stand out: (i) attribution of restricted voting to preferred shares in the deliberations of the general meeting pertinent to the matters provided for in the Level 2 Listing Regulation (“Regulation”); (ii) the obligation of the members of the Board of Directors and the Fiscal Council to sign a term of adhesion to the Regulation; (iii) in case of transfer of control (and provided that the constitutional and legal rules are observed), the buyer's shall launch a for all common shares and preferred shares issued by the Company, for the same price per share paid to the selling controlling shareholder; (iv) mandatory tender offer, at the economic value per share, in case of withdrawal from Level 2 or cancellation of registration as a publicly-held company; and (v) arbitration provision whereby the Company, its shareholders, managers and the members of the Fiscal Council undertake to settle, by means of arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, under the terms of the Regulation;

j) inclusion of a transition rule that maintains bylaws’ provisions of B3's Level 1 Corporate Governance in force as long as the Company does not migrate to Level 2;

k) other wording adjustments, cross-reference and numbering of clauses; and

l) consolidate such proposed amendments to the bylaws in the Company's updated bylaws.

In compliance with the provisions of article 11 of CVM Instruction No. 481, of 2009, Annex II contains a comparative table, highlighting the changes proposed in the Company's bylaws, and a report detailing the origin and justification of the proposed changes, and analyzing its legal and economic effects. Annex III contains the consolidation of the bylaws incorporating the proposed changes.

Additionally, further clarifications regarding the highlights of amendments to bylaws are presented below:

| A) | Adjustment of the Company's headquarters

The definition of the Company's headquarters plays a very relevant role in the legislation. For purposes of Federal Law No. 6,404, of 1976 (“Brazilian Corporate Law”) and other applicable legal provisions, the headquarters:

| (a) | is the place designated in the bylaws in which operates the Company’ governing bodies;

| (b) | is the place where the meetings of the general meeting are to be held, except in cases of force majeure, when the meeting may be held in another location in the same municipality (art. 124, § 2 of the Brazilian Corporate Law), or the meeting is held entirely digitally (as per new art. 124, § 2 - A, of the Brazilian Corporate Law);

| (c) | determines the board of trade in which its corporate acts must be registered (art. 94 of the Brazilian Corporate Law);

| (d) | determines the Official Gazette and the list of widely circulated newspapers in which the company's publications will be made (articles 98 and 289 of the Brazilian Corporate Law);

| (e) | determines where documents for exercising voting rights at general meetings will be made available (art. 135, paragraph 3, of the Brazilian Corporate Law) and documents, such as shareholder agreements (art. 118, of the Brazilian Corporate Law) or that prove requirements for investiture in management positions (art. 147, caput, of the Brazilian Corporate Law), will be filed;

| (f) | determines the competent forum for the filing of lawsuits against the company, under the terms of art. 53, III, a) of Federal Law No. 13,105 of March 16, 2015 (“Code of Civil Procedure”), as well as the place where the summoning of the company must be served; and

| (g) | must appear in the share certificates and other securities when such certificates are issued (arts. 24, I; 49, II; 64, I and 79, I, of the Brazilian Corporate Law).

At the date hereof, Article 3 of the bylaws contains the full address of the Company's headquarters. This means that, if it is necessary to change the location of Copel Holding's headquarters, for any reason, it will be mandatory to call a shareholders’ meeting to resolve on the amendment of the bylaws to change the address. In situations where there is an urgent

need for a quick change of headquarters (for example, expiration of a lease agreement, renovations for readjustment etc.), waiting for the meeting to be held (which must be held at the current headquarters) can cause any damage to the Company and its shareholders.

For this reason, the management proposes that article 3 only determines that the headquarters will be in the Municipality of Curitiba, State of Paraná, granting to the Board of Directors powers to set and change the address of the headquarters, provided that such address is in the geographical limits established in bylaws.

It is worth noting that the mandatory nature of the bylaws to mention the headquarters of publicly-held companies arises from article 997, II of the Brazilian Civil Code, together with article 83 of the Brazilian Corporate Law. There is, however, no definition of the extension and what information should specifically appear - such as, for example, the complete address.

The Registration Handbook of the Department of Corporations Registration and Integration (“DREI”), in its version of June 15, 2020, expressly permits that the bylaws of corporations at the time of their incorporation mention only the municipality of the headquarters, since the complete address appears in the minutes of incorporation1.

Although there is no guidance in relation to existing companies, it is understood that there is no impediment to reforming the bylaws and establishing only the municipality of the headquarters. Otherwise, there would be discriminatory and disproportionate treatment between new companies and companies already incorporated.

Therefore, if the proposal for amendment to bylaws is approved, setting the headquarters in the Municipality of Curitiba, State of Paraná, and granting of powers to the Board of Directors to designate the new address, it will be recorded in the minutes of the meeting that, until later resolution of the Board of Directors, the Company's headquarters will remain in the municipality of Curitiba, State of Paraná, Brazil, at Rua Coronel Dulcídio No. 800, Batel, Zip-Code 80.420-170.

1 The need for the complete address to appear at least in the minutes aims to respect the prohibition on filing incorporation and transformation acts that do not contain the full address, as per art. 53, III, e), of Federal Decree no. 1,800, of January 30, 1996 (“Decree 1800”), therefore, the by-laws, despite not being “the” incorporation act, integrate it. Thus, the observation made by DREI aims to ensure that, in some way, the constitutive acts of the company contain the complete address of the registered office.

| B) | Stock Split

The prices of the Company's shares, at the closing of the trading session on February 08, 2021, prior to the disclosure of this proposal, were R$64.46 in relation to ON shares, R$60.52 in relation to class “A” preferred shares (“PNA”), and R$67.80 in relation to PNB shares.

In analyzing opportunities to increase the liquidity of the shares issued by the Company, management identified that any reduction in the value per share, with a consequent proportional increase in the number of shares, could contribute to (i) increase the liquidity of the shares issued by the Company in the market; and (ii) enabling an adjustment in the share price, making the price per share more attractive and accessible to a greater number of investors.

Thus, management proposes the Stock Split, pursuant to article 12 of the Brazilian Corporate Law, without changing the share capital figure, in the proportion of one (1) share to ten (10) shares, so that, for each one (1) share issued by the Company, nine (9) new shares of the same class and type will be credited.

To exemplify the Stock Split process, if, before its completion, the shareholder held five hundred (500) shares of the Company, with one hundred (100) ON shares and four hundred (400) PNB shares, immediately after the split the shareholder will become holder of five (5,000) thousand shares, according to the example table below:

| Shares before the stock split | Credited shares | Shares after the stock split
ON | 100 | 900 | 1,000
PNB | 400 | 3,600 | 4,000
Total | 500 | 4,500 | 5,000

The Stock Split will be carried out without changing the Company's capital stock, which will remain in the amount of ten billion and eight hundred million reais (R$ 10,800,000,000.00), but will now be divided into two billion, seven hundred and thirty-six million, five hundred and fifty-three thousand, seven hundred and fifty (2,736,553,750) shares, with no par value, being one billion, four hundred and fifty million, three hundred and ten thousand and eight hundred (1,450,310,800) ON shares and one billion, two hundred and eighty-six million, two hundred and forty-two thousand, nine hundred and fifty (1,286,242,950) preferred shares and, of these, three million, two hundred and sixty-seven thousand, five hundred and twenty (3,267,520) are PNA shares and one billion, two hundred and eighty-two million, nine hundred and seventy-five thousand, four hundred and thirty (1,282,975,430) are PNB shares.

The shares resulting from the Stock Split will grant their holders the same rights and advantages as other shares issued by the Company of the same type and class, including in

relation to the distribution of dividends and/or interest on equity and any capital remuneration that may be distributed by the Company.

The shares will be traded ex-split from March 12, 2021 (including), and the shares resulting from the split will be credited to shareholders on March 16, 2021.

Considering that the Split will be carried out in such a way that each share issued by the Company is split into ten (10) shares of the same type, there will be no surplus resulting from fractions of shares.

It should be noted that the Company's management is proposing that the Stock Split occurs before the Share Conversion. This is because management understands that the Stock Split will bring benefits regardless of the Share Conversion and the formation of UNIT. The increase in liquidity and greater attractiveness of shares, which will be more accessible to investors, may even maximize the adhesion of shareholders to the Share Conversion for the formation of UNIT.

| C) | Share Conversion

Since the Company's UNIT will have as underlying assets one (1) ON share and four (4) PNB shares, few shareholders today hold ON shares and PNB shares in sufficient quantities to form a significant number of UNIT. The Company's bylaws, in turn, currently authorize, in its article 5, § 7, only the conversion of PNA shares into PNB, prohibiting any other form of conversion, including PNB shares into PNA or ON shares into preferred shares of any class and vice versa.

In this sense, to facilitate the formation of UNIT by shareholders who so wish, management proposes that the bylaws start to allow the conversion of PNB shares into ON and from ON shares to PNB. The conversion of these shares, however, would be authorized exclusively for the purpose of forming UNIT, subject to the terms, conditions and procedures defined by the Board of Directors. Shareholders holding PNA shares will continue to have the right to convert their shares into PNB, under the same current terms. Holders of PNA shares who wish to participate in the UNIT Program must, within the deadlines and procedures defined by the Board of Directors, convert their PNA shares into PNB shares and, if necessary, convert PNB shares into ON shares to form UNIT.

The Board of Directors must authorize the conversion of PNB shares into ON and from ON to PNB in periods defined in each UNIT program, which will also define the procedures and conditions to be observed by shareholders who wish to convert their shares to form UNIT. Whenever a new UNIT training program is opened (always composed of one (1) ON share and four (4) PNB shares), the Board of Directors must establish the Share Conversion and UNIT formation procedures (since conversion from ON to PNB and of PNB in ON can only be carried

out to form UNIT), and it can adopt measures that encourage liquidity, such as, for example, conditioning the Shares Conversion and the formation of UNIT to the achievement of the minimum adhesion considered.

It is important to highlight that, although article 15, paragraph 2, of the Brazilian Corporate Law, limits the number of preferred shares without voting rights or with voting rights restricted to fifty percent (50%) of the total shares, the Company falls within the exception brought by article 8, § 1, III, of Federal Law No. 10,303, of 2001. Thus, of the total shares issued by Copel, up to two thirds (2/3) may be preferred shares without voting rights or with restricted voting rights.

Consequently, the issuance of PNB shares under the Share Conversion cannot result in an amount of preferred shares that is greater than two thirds (2/3) of the Company's share capital, in violation of the legal limit provided for in article 15, Paragraph 2 of the Brazilian Corporate Law. In this sense, if the conversion requests have the potential to exceed the legal limit, at the time of the conversion the requests will be met in a proportional manner until the limit is reached.

The shares resulting from the conversion of PNB into ON shares or from ON into PNB shares will grant their holders the same rights, advantages and restrictions as other shares issued by the Company of the type to which they are converted, including in relation to the payment of dividends, interest on net equity and any other bonuses, payments, or earnings to which they may be entitled.

Once shareholders resolve on amendments to bylaws, the Board of Directors will set forth the Share Conversion and formation of UNIT, as well as the procedures and conditions for implementing the UNIT Program. The terms, procedures and conditions established by the Board of Directors will be disclosed to shareholders and the market in due course.

It will be incumbent upon the Board of Directors to ratify the final number of ON, PNA and PNB shares issued by the Company after the Share Conversion, making it unnecessary to hold a new general meeting to amend the bylaws.

| D) | UNIT Program

The Brazilian Corporate Law, pursuant to its article 25, authorizes the issuance of multi-share certificates, the UNIT, by publicly-held companies. According to some studies carried out the management understands that, with respect to the Company, the implementation of UNIT may be advantageous, as it might concentrate dispersed investments between common and preferred shares in a single security. As a result, in addition to shareholders and investors

having standardized rights, UNIT are expected to increase liquidity in relation to the several classes and types of shares currently traded.

Accordingly, pursuant to the model approved by the Board of Directors at the meeting held on November 12, 2020 and informed to shareholders by means of the Material Fact no. 12/20, the management proposes the sponsorship by the Company of the issue of UNIT composed of 1 (one) ON share and 4 (four) PNB shares, according to the UNIT Program to be approved by the Board of Directors.

For the purposes of making the issuance of UNIT feasible, the management proposes adjustments to the Company's bylaws, in addition to the Conversion of Shares and the Stock Split as follows:

| (a) | the attribution of the Board of Directors to set deadlines, procedures and rules applicable to the issuance of UNIT, being such body, therefore, responsible for the approval of the UNIT Program;

| (b) | UNIT shall consist of 1 (one) ON share and 4 (four) PNB shares;

| (c) | UNIT may be issued: (i) at the request of shareholders holding the necessary amount of shares for their formation, free of encumbrances and liens; (ii) in the event of a capital increase with the issue of new shares to be represented by UNIT; and (iii) in the events of split, reverse split, bonus or issue of shares through the capitalization of reserves, as well as by exercise of right of first refusal for the subscription of shares;

| (d) | UNIT holders shall have the same rights and advantages as the shares they represent, including with respect to the payment of dividends, interest on equity and any other bonuses, payments or earnings to which they may be entitled, as well as to attend meetings and exercise all the prerogatives related to the shares represented by UNIT;

| (e) | UNIT shall be book-entry;

| (f) | the ownership of the shares represented by UNIT can only be transferred by transferring the UNIT themselves, except in the event of cancelling the UNIT;

| (g) | the shareholders may request, at their expenses, at any time, the cancellation of UNIT, pursuant the terms and rules defined by the Board of Directors, provided that their UNIT are not affected by liens or encumbrances that prevent their decommissioning, and the Board of Directors may define periods in the which UNIT shall not be canceled.

It should be noted that the approval and implementation of the UNIT Program will not affect the listing of shares issued by the Company, as they will continue to be admitted to trading with the same current aspects.

Once the statutory reform is approved by the general meeting, the Board of Directors shall approve regulations for the Conversion of Shares and creation of UNIT, as well as the procedures and conditions for implementing the UNIT Program. The terms, procedures and conditions established by the Board of Directors will be disclosed to the shareholders and the market in due course.

As a result of the resolution, the management will be authorized to make arrangements for the issuance of UNIT, including finalizing the contracting of the financial institution to will act as Issuing Agent, and listing the UNIT before B3. They shall take the necessary measures to allow the depositary receipts backed by shares of the Company to also contemplate UNIT as an underlying asset.

| E) | Special meeting for the suppression of the provision on Tariff Readjustment, with preferential vote

Currently, article 30, XLV of Copel’s bylaws provides that the Board of Directors shall ensure full application of the Fares Readjustment on the data base established by the granting authority, with respect to the concession agreements in which Copel Distribuição S.A. is a signatory party. In other words, the members cannot fail to seek to ensure the full application of the Fares Readjustment. In this regard, the provision aims to protect the interests of the Company.

Thus, to improve the Company’s corporate governance, the management proposes to subject the effectiveness of the exclusion or amendment that aims to suppress the provision that ensures the Fares Readjustment to the approval by the majority of votes from the Company’s preferred shares, in a meeting specially called for such purpose, according to the possibility provided for in article 18, single paragraph, of the Brazilian Corporate Law.

In other words, in addition to the approval of the amendment or exclusion of the rule currently provided for in article 30, XLV of the bylaws, by shareholders’ meeting approval will also be subject to the votes of shareholders holding the majority of the preferred shares, gathered at a special meeting.

| F) | Amendments in the composition of the Board of Directors

The article 239 of Brazilian Corporate Law, specifically regarding to mixed capital companies, allows holders of non-controlling common shares, regardless of the equity interest they hold, to elect, by separate ballot, without the participation of the controlling shareholder, one (1) member of the Board of Directors, whether a higher number it is not permitted to them by the multiple voting process provided for in the Brazilian Corporate Law.

Moreover, article 141, § 4, II, of the Brazilian Corporate Law allows shareholders holding preferred shares without voting rights or with restricted voting rights, in attendance at the general meeting, which represent at least ten percent (10%) of the share capital, being excluded treasury shares, the right to elect, by separate ballot, one (1) member of the Board of Directors, being excluded from such election the majority shareholder2.

In the specific case of Copel, current bylaws determine that the Board of Directors shall be composed of nine (9) members, of which one (1) will be elected by minority shareholders holding ON shares, in case a higher number it is not permitted to them by the multiple voting process provided for in the Brazilian Corporate Law, and one (1) member shall be elected by the employees. Additionally, considering the possibility of separate election of one (1) more member of the Board of Directors by the holders of preferred shares, the nine (9) positions of the Board of Directors is distributed as the following:

(a) six (6) members elected by the Controlling Shareholder;

(b) one (1) member elected by the employees;

(c) one (1) member elected by the minority holders of ON shares, by separate ballot;

(d) one (1) member elected by the minority holders of preferred shares, by separate ballot, in accordance with article 141 of the Brazilian Corporate Law;

In view of the improvements in corporate governance that might accompany the adoption of the UNIT Program, the management proposes to increase the number of members of the Board of the Directors elected by minority shareholders holding ON shares, from one (1) to two (2), whether a higher number it is not permitted to them by the multiple voting process, and to ensure the election of one (1) member of the Board of Directors by shareholders

2 CVM, under Procedure RJ 2014/4375, judged on July 7, 2015, decided that the ordinance of article 239 is special, whose factual support presupposes a mixed capital company and is more beneficial considering that it does not require any percentage for exercise of the right, and, therefore, excludes the incidence of the rule set forth in article 141, § 4, I, of the Brazilian Corporate Law.

holding preferred shares that should reach the quorums established in article 141, paragraph 4 and paragraph 5 of the Brazilian Corporate Law.

Therefore, the composition of the Board of Directors shall be:

(a) five (5) members elected by the Controlling Shareholder;

(b) one (1) member elected by the employees;

(c) two (2) members elected, in a separate vote, by the non-controlling shareholders holding ON shares; and

(d) one (1) member elected, in a separate vote, by the non-controlling shareholders holding preferred shares, provided that they meet the requirements of article 141 of the Brazilian Corporate Law.

It is important to highline that, pursuant to article 141, paragraph 7, of the Brazilian Corporate Law, and the Copel’s nature as a mixed capital company, even if there is a request for multiple voting, the State of Paraná, as the controlling shareholder, will always have the right to elect most of the members of the Board of Directors.

It is also worth remembering that the bylaws rule that twenty-five percent (25%) or, at least, three (3) members of the Board of Directors must be considered independent, will remain in full effect.

Under art. 22, §1 of Federal Law 13.303/2016 and Section II of the Level 2 Regulations, the director is independent if this person: (i) has no relationship with the Company, except capital interest; (ii) is not a spouse or relative by blood or any such person, up to the third degree or by adoption, of Chief Executive Officer, Minister of State, Secretary of State or Municipality or manager of the Company; (iii) has not maintained, in the last 3 (three) years, any bond of any nature with the Company or its controlling shareholders, which may compromise its independence; (iv) is not or has not been, in the last 3 (three) years, an employee or officer of the Company, or of a controlled, affiliated or subsidiary company of the Company, except if the bond has been exclusively with public teaching or research institutions; (v) is not a supplier or buyer, directly or indirectly, of services or products of the Company so as to imply loss of independence; (vi) is not an employee or manager of a company or entity that is offering or demanding services or products to the Company so as to imply loss of independence; and (vii) does not receive any compensation from the Company other than that related to the position of director, with the exception of cash proceeds from the equity interest.

It should be noted that the qualification as an independent director depends on the fulfillment of the above requirements and not on the shareholder who appointed or elected the member of the Board of Directors. Thus, if a member elected by the controlling shareholder fulfills the legal and regulatory requirements, he or she will be considered independent. There is a presumption that members elected separately by non-controlling shareholders are independent. However, if the director, even if elected by non-controlling shareholders, does not meet the requirements, his/her qualification as independent may be removed.

G) | Review of the duties of the Board of Directors, Executive Board and the Executive Board Meeting

Management proposes to restructure and reorganize the duties of the Board of Directors and the Executive Board Meeting currently indicated in articles 30 and 42 of the Company's bylaws. The proposal is part of the periodic review performed by the management of the attributions of governance bodies, to provide clarity about the responsibility of each body, as well as to improve the internal management organization regarding the attributions that would not be exclusive to each one, in accordance with the law.

In this sense, for example, the duties of the Executive Board Meeting that were not in accordance with the role to be exercised by the body were excluded, in accordance with other bylaws’ provisions. In other situations, attributions that were not entitled to any body, but that in the Company's practice were exercised by one of them, such as to establish the vote in wholly owned subsidiaries by the Executive Board Meeting, were included.

Among the suggested changes, it is possible to highlight the attribution of the Board of Directors to establish thresholds for the performance of the Executive Board Meeting, to ensure that the Board of Directors previously approve acts that involves obligations in relevant amounts.

H) | Creation of three new committees

The Company’s management proposes the creation of 3 (three) new advisory committees to the Board of Directors, for the purposes of improving Copel’s corporate governance, mainly to improve investment analysis, sustainable and people management and the protection of the interests of the Company in transactions involving the controlling shareholder.

All proposed committees shall be independent, consultative, and permanent bodies, - for the purposes of advising the Board of Directors - and shall have the same duties as the other managers of the Company, pursuant to article 160 of the Brazilian Corporate Law, as well as they shall fulfill the minimum criteria requested by Federal Law No. 13,303 / 2016 (“Law

13,303”) to occupy such positions. In all proposed committees, the proposed management term is 2 (two) years, with a maximum of 3 (three) successive renewals allowed.

The committees will have operational autonomy and budget allocation approved by the Board of Directors within the scope of their activities. The duties of each committee will be defined in an internal regulation also approved by the Board of Directors.

The purpose of the Minority Committee will be to analyze and issue recommendations and opinions on transactions between the Company and the controlling shareholder, including their independent agencies and/or foundations if outside the normal course of business of the Company and within the scope of the duties of the Board of Directors.

In the event the proposal is approved, the Minority Committee will have three (3) members, all also members of the Board of Directors, elected by non-controlling shareholders. The chairman of the Minority Committee shall be appointed by the Board of Directors.

The purpose of the Investment and Innovation Committee, on the other hand, will be to analyze and issue recommendations about the Company’s investment plans, aiming to ensure a more robust investment analysis process by the Board of Directors, which shall be unique for the Company and its subsidiaries and direct or indirect controlled companies.

All members of the Investment and Innovation Committee shall be members of the Board of Directors and shall be appointed by such body, considering that one of them shall be elected by non-controlling shareholders.

Finally, the Sustainable Development Committee will aim to assist the Board of Directors in proposing guidelines, policies and principles related to people management and the sustainable development of the Company, its wholly owned subsidiaries and direct or indirect controlled companies.

The Sustainable Development Committee will be composed of 3 (three) to 5 (five) members, appointed and removed by the Board of Directors, noted that at least 2 (two) shall be members of the Board of Directors. The chairman will be appointed by the members of the Sustainable Development Committee, being necessarily a member of the Board of Directors. The composition of the committee shall follow the following parameters:

| (a) | at least two (2) members shall also be members of the Board of Directors, one of which shall necessarily be the executive secretary of such body;

| (b) | one (1) of the members shall also be a member of the Company’s Nomination and Evaluation Committee; and

| (c) | at most one (1) person who does not exercise an activity or hold a position in the Company may be a member of the Sustainable Development Committee, provided that she has recognized professional experience in the matters submitted to the Committee.

| I) | Mandatory rules for migration to Level 2 of Corporate Governance

In view of the Company’s migration proposal to Level 2, it is necessary to change the bylaws to include the minimum provisions provided for in the Regulation. Whenever possible, an attempt was made to use the exact wording provided therein, to ease the understanding of investors.

Among the innovations brought to the bylaws under the Regulation, the following stand out:

| (a) | ascription of restricted vote to preferred shares in the resolutions of the general meeting relevant to the matters provided for in the Regulations;

| (b) | the obligation of the members of the Board of Directors and the Fiscal Council to sign an assumption agreement to the Regulations3;

| (c) | in the event of transfer of control (and provided that the constitutional and legal rules are observed), the acquirer shall launch a tender offer for all common shares and preferred shares issued by the Company, for the same price per share paid to the selling controlling shareholder;

| (d) | obligation to carry out a tender offer at a price equivalent to economic value per share, in the event of exit from Level 2 or cancellation of registration as a publicly-held company; and

| (e) | arbitration provision whereby the Company, its shareholders, management and the members of the Audit Committee undertake to resolve, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, under the terms of the Regulations.

3 The Regulation also provides for a minimum percentage of 20% (twenty percent) of independent directors. However, as provided for in Law 13,303 mixed-capital companies shall have at least 25% (twenty-five percent) of independent members, the Regulation provision does not establish an innovation for the Company.

As disclosed in the Material Fact no. 01/21, the State of Paraná stated that it would only vote in favor of migration to Level 2 on condition of a public offering secondary distribution of shares or UNIT of the Company carried out by the State.

Thus, the management proposes to include, from the start, all the minimum provisions provided for in the Regulation. At the same time, the proposal provides for the addition of article 114, which suspends the effectiveness of these provisions under the condition (i) of liquidation of the public offering of secondary distribution of shares or UNIT to be carried out by the Controlling Shareholder; and (ii) effective adherence to Level 2.

Therefore, the management may already start the migration process, submitting the request to B3, under the condition of carrying out and settling the aforementioned follow-on. Once the request is accepted by B3 and the offer is made, the migration may take place without the need for additional changes to the bylaws.

| J) | Transition rule

The Company currently holds its securities admitted to trading on B3's Corporate Governance Level 1 (“Level 1”). The Company’s management intends that the exit from Level 1 occurs, exclusively, due to the migration to Level 2. Thus, as the bylaws will already include the minimum provisions of the Regulation, but its effectiveness will be conditional, it is necessary to include a transition rule, which maintains the minimum provisions of Level 1, until the condition is implemented (that is, financial settlement of the secondary public offering for the distribution of shares or UNIT to be carried out by the controlling shareholder and admission of the Company on Level 2) and the Company effectively migrates to Level 2.

Therefore, the management's proposal is to include a provision that establishes that, while the effectiveness of the provisions related to Level 2 is suspended, the Company shall remain on Level 1, with the following rules, in a transitional manner, in force:

| (a) | upon the admission of the Company to the special listing segment known as Level 3 of B3, the Company, its shareholders, Managers and members of the Audit Committee, when installed, shall be subject to the provisions of the Level 1 Listing Regulation of B3’s Corporate Governance (“Level 1 Regulation”); and

| (b) | the investiture of the members of the Board of Directors and of the Board of Officers shall be subject to the prior subscription of the Managers' Instrument of Consent under the terms of the Level 1 Regulation, as well as to the compliance of the applicable legal requirements.

| K) | Wording adjustments and renumbering of provisions

Within the scope of the amendments to the bylaws, the administration also proposes to adjust the wording of some provisions, to clarify and make them complete. Furthermore, with the input of new provisions, renumbering the bylaws was also necessary.

Annex II contains a comparative table of the amendments and provides detailed justifications for the proposed adjustments.

| L) | Consolidation of the bylaws

Finally, after these thorough amendments to the bylaws, it is proposed to consolidate the Company's bylaws, which, considering all the amendments, would come into force in the form of

Annex III.

PROPOSAL TO AUTHORIZE THE MANAGERS TO PRACTICE ALL THE NECESSARY ACTS TO EFFECT THE RESOLUTIONS OF THE GENERAL MEETING

With the approval of amendments to bylaws contained in item 1 of the agenda of the General Meeting, the managers shall need to practice several acts to effective and implement the proposed amendments.

Thus, it is proposed that the General Meeting expressly authorizes the management to implement the amendments to bylaws, including, without limitation, operationalize the Stock Split, define the procedures and conditions for the Conversion of Shares and the formation of UNIT, hire the Issuing Agent, promote the listing of the UNIT with B3 in order to allow the effective negotiation of UNIT, perform the necessary acts abroad in relation to the depositary receipts programs, and, subject to the implementation of the suspensive conditions set forth in the Bylaws, request B3 the admission of the Company to Level 2 and sign the Participation Agreement on Level 2.

MANUAL FOR PARTICIPATION

Shareholders' Meetings

201st Extraordinary General Meeting

March 11, 2021

TABLE OF CONTENTS

I. | Message from the Chairman of the Board of Directors | 3
II. | Guidance for Participation in the General Shareholders’ Meeting | 4
| Attending Shareholder | 4
| Shareholder Represented by Proxy | 4
| Holders of ADRs | 4
| Ballot Paper | 5
III. | Call Notice | 7
IV. | Information on the matters to be examined and discussed at the 201st Extraordinary General Meeting | 10
| Total reform and consolidation of the Company’s Bylaws, according to amendments detailed in the the management's proposal | 10
| Authorization for the Company’s managers to perform all acts necessary to effect the resolutions arising from the statutory reform, including, without limitation, operating the Split, defining the procedures and conditions for the Conversion of Shares and the formation of the UNITs, hiring the financial institution issuing the UNITs, promote the listing of the UNITs with B3 S.A. - Brasil, Bolsa e Balcão - B3 in order to allow the effective negotiation of the UNITs, practice the necessary acts abroad in relation to the depositary receipts programs and, subject to the implementation of the suspensive conditions provided for in the bylaws, request B3 the admission of the Company to Corporate Governance Level 2 and sign the Level 2 Participation Agreement | 22

| Annexes |

I - ESTATUTO SOCIAL DA COMPANHIA COM AS ALTERAÇÕES PROPOSTAS EM DESTAQUE, DE ACORDO COM O ART. 11 DA INSTRUÇÃO CVM 481/09

II - PROPOSTA DE ALTERAÇÃO COM DESCRIÇÃO DOS ARTIGOS ATUAIS E DOS ARTIGOS PROPOSTOS E AS JUSTIFICATIVAS DA ALTERAÇÃO, DE ACORDO COM O ART. 11 DA INSTRUÇÃO CVM 481/09

III - CONSOLIDATED BYLAWS

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| I. | Message from the Chairman of the Board of Directors

Dear Shareholder:

It is with immense pleasure that I present to you this Manual for Participation in General Shareholders’ Meetings of the Companhia Paranaense de Energia - Copel, with general guidance for an effective participation and exercise of the vote.

This manual has been prepared based on Copel's Corporate Governance policy, which is founded on transparency, equity, accountability and corporate responsibility.

The Manual aims to present, in a clear and brief way, the information related to the Company’s General Shareholders’ Meeting, seeking thereby to contribute for the understanding of the proposals for resolution and to encourage the participation of shareholders in the events of the corporate agenda of the Company.

Copel’s 201st Extraordinary General meeting was called for March 11, 2021, 10 am, at the Company’s headquarters located at Rua Coronel Dulcídio 800, in the city of Curitiba.

The matters to be presented in the AGM for resolution of shareholders are described in the Call Notice and in this Manual as well as the types of shares granting the right to vote on each item of the agenda. Given the current number of Company shareholders, this Manual seeks to encourage and enable participation in the General Meeting.

The CEO, one representative of the Supervisory Board and one representative of the independent auditors will attend the General Meeting, who will be able to provide further clarification required on any matter included in the agenda.

Your participation is very important, considering that issues relevant to the Company and its shareholders are dealt with in this General Shareholders’ Meetings.

Yours sincerely,

Marcel Martins Malczewski

Chairman of the Board of Directors

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| II. | Guidance for Participation in the Joint General Meeting

Copel’s shareholders may take part in the General Meeting by attending the meeting at the Company’s headquarters and voting, by appointing a proxy to represent them, or through distance voting, as described below.

Attending Shareholder

The shareholder wishing to take part in the Extraordinary General Meeting shall arrive a few minutes before the time indicated in the Call Notice and bear the following documents:

| · | Identity card (RG), Alien’s Identity Card (RNE), Brazilian Driver’s License (CNH) or an accreditation card issued by an official professional organization; and

| · | Proof as Company shareholder issued by a depositary financial institution or a custodian agent or through the shareholding position issued by Copel or by the bookkeepper of the Company’s shares.

Shareholder Represented by Proxy

The shareholder who is not able to attend the meeting and wishes to take part in the Extraordinary General Meeting may appoint a proxy with powers to represent him/her.

Pursuant to Article 126, paragraph 1, of the Brazilian Corporate Law no. 6,404, of December 15, 1976, the proxy shall be a shareholder, lawyer or manager of the Company or of a financial institution/investment fund. The proxy shall have been appointed not more than one year before the date of the Annual General Meeting.

The documents required are the following:

| · | Power of attorney with special powers for representation at Copel’s General Meeting, bearing a notarized signature of the grantee (shareholder);

| · | Bylaws or Article of Incorporation and the instrument of election/appointment of the managers in the event of the grantee being a legal entity; and

| · | Proof of ownership of the shares issued by the Company, conferred by the depositary financial institution and/or custodian or by the Bookkeepper of the Company’s shares.

Note: the documents mentioned above shall be forwarded to Copel’s headquarters, Diretoria de Finanças e de Relações com Investidores, Departamento de Acionistas e Custódia, at Rua Coronel Dulcídio nº 800 - 3º andar, preferably 48 hours prior to the Meeting.

Holders of ADRs

The financial depositary institution of American Depositary Receipts (ADRs) in the United States, The Bank of New York Mellon, will send the powers of attorney to the holders of ADRs, so that they exercise their voting right at the General Meeting.

The participation shall take place through Banco Itaú, representative of The Bank of New York Mellon in Brazil.

Should there be any doubt concerning the General Meeting procedures and deadlines, please contact the Shareholders and Custody Department (Departamento de Acionistas e Custódia) at the telephone number (55 41) 3331-4269 or through the e-mail address acionistas@copel.com.

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Ballot Paper

In compliance with CVM’s Rule no. 481/2009 and its alterations, and with a view to promoting and facilitating the shareholders’ participation in Copel’s General Meetings, the Company will provide a distance voting ballot paper for the shareholder to exercise his/her voting right at a distance through his/her corresponding custody agents, by the bookkeeper of the Company’s shares or directly to the Company, as described below.

On this date, the Company has made available ballot papers on its website (https://ri.copel.com/), on the CVM (http://www.cvm.gov.br) and B3 (http://www.b3.com.br/pt_br/) websites, in versions that can be printed and filled out manually.

The shareholder who is willing to exercise his/her voting right at a distance shall i. fill in and send the ballot paper directly to the Company or ii. send instructions to qualified service providers on how to fill in the ballot paper, as follows:

| · | Exercising voting right through qualified service providers: the shareholder who is willing to exercise his/her voting right at a distance shall send instructions on his/her vote to his/her custody agents or by the bookkeeper, in accordance with the rules set by them, who, in turn, will send the shareholder’s assent and dissent to the resolutions of the General Meetings to [B]³ Brasil, Bolsa, Balcão Central Securities Depository. The shareholder shall first maintain contact with his/her corresponding custody agents or with the Bookkeeper and verify their established procedures for filling in the ballot form as well as the necessary information and documents required by them.

Institution contracted by the Company to provide securities bookkeeping services:

Banco Bradesco S.A

Departamento de Ações e Custódia

A/C: Carlos Augusto Dias Pereira

Núcleo Cidade de Deus, Prédio Amarelo, 2º Andar, Vila Yara Osasco, SP CEP: 06029900

Telefone: 0800-7011616

E-mail: dac.acecustodia@bradesco.com.br

| · | Delivering the ballot paper directly to the Company: the shareholder who is willing to exercise his/her voting right at a distance may do so by delivering the completed ballot paper accompanied by the following documents directly to Copel’s head office (Diretoria de Finanças e de Relações com Investidores - Departamento de Acionistas e Custódia; Rua Coronel Dulcídio nº 800, 3º andar, Curitiba - PR): i. a printed copy of the completed ballot paper, duly initialed and signed; ii. a notarized copy of: (a) individual taxpayers: the shareholder’s identity card with a photo (RG); (b) corporate taxpayers: the updated copy of the Company’s Bylaws or of the Consolidated Articles of Incorporation and of the corporate documents granting legal representation of the shareholder concerned (together with a copy of his/her identity card with a photo); (c) investment funds: the updated consolidated Investment Fund Regulation, the Bylaws or Article of Incorporation of its administrator or manager, as the case may be, observed the fund’s voting policy, and proof of powers for representation; and the identity card with a photo of the legal representative of the investment fund concerned. The documents shall be received by the Company in full order up to 7 (seven) days before the date of the General Meeting, pursuant to article 21-B of CVM Instruction 481/2009. Within to 3 (three) days from the date of receipt of the ballot paper, the Company shall inform the shareholder if the documents are sufficient for the vote to be valid or the need for rectification, pursuant to article 21-U of CVM Instruction 481/2009.

Votes cast by ballot in breach of the above procedures shall not be considered. In addition, the Company informs that: (i) in the event of receipt of divergent ballot papers for the same CPF or CNPJ number, received directly by the Company and by the Bookkeeping Agent, the ballot paper sent by

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the Bookkeeping Agent shall prevail, pursuant to paragraph 2 of article 21-W of CVM Instruction 481/2009; (ii) when the Custodian Agent receives divergent ballot papers for the same CPF or CNPJ number, both shall be disregarded, pursuant to article 21-S of CVM Instruction 481/2009; (iii) at the end of the period for receipt of votes at a distance, the shareholder may not alter the voting instructions, except in the General Meeting itself; (iv) in the event of postponement of the meeting, the voting instructions will be considered normally, as well as in their execution at a second call, provided that the postponement is less than 30 days from the date initially foreseen, pursuant to article 21-X of CVM Instruction 481/2009

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| III. | Call Notice

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend, in person, the Annual General Meeting to be held on March, 11, 2021, at 10 a.m. at the Company’s head office located at Rua Coronel Dulcídio, 800, Curitiba, to decide on the following agenda:

EXTRAORDINARY GENERAL MEETING

1. Total reform and consolidation of the Company’s Bylaws, according to amendments detailed in the the management's proposal, including the following alterations, among others:

a) establish the Company's headquarters in the Municipality of Curitiba, State of Paraná, with assignment of powers to the Board of Directors to establish the full address of the Company, within the headquarters provided for in the bylaws;

b) the stock split, in the proportion of one (1) share to ten (10) shares, provided that, for each one (1) share issued by the Company, nine (9) new shares of the same class and type will be credited (“Stock Split”), subject to the operating procedures of B3 and Banco Bradesco S.A., the financial institution provider of the Company's stock bookkeeping service (“Bookkeeper”);

c) inclusion of the right of common shares ("ON") to be converted, by decision of the holder, into an equal quantity of class "B" preferred shares ("PNB") (conversion factor of 1:1) and the right of PNB shares to be converted, by decision of the holder, into an equal quantity of ON shares (conversion factor of 1: 1), exclusively for purposes of forming and issuing the Company's depository receipts, composed of one (1) ON share and four (4) PNB shares ("UNITs"), in compliance with the procedures, terms and conditions to be established by the Company's Board of Directors ("Conversion of Shares");

d) provision of sponsorship, by the Company, for the issuance of UNITs composed of one (1) ON share and four (4) PNB shares, according to rules, procedures and conditions to be approved by the Board of Directors (“UNITs Program”);

e) the need for the holders of preferred shares to approve, at a special shareholders’ meeting, the suppression or alteration of the device that ensures compliance with the regulations in force issued by the National Electric Energy Agency - ANEEL, by means of normative acts, as well as by means of the regulatory clauses contained in the concession agreements to which Copel Distribuição S.A. is a signatory, ensuring full application on the base dates of fares values established by the granting authority (“Fares Adjustment”);

f) change in the composition of the Board of Directors to increase from two (2) to three (3) the number of members to be elected by non-controlling shareholders, in a separate election, without the participation of the controlling shareholder, with minority shareholders holding common to elect two (2) board members and one (1) member will be elected by the shareholders holding preferred shares that meet the requirements of article 141, § 4 and § 5 of Federal Law No. 6,404/1976;

g) review of the duties of the Board of Directors and of the Executive Board;

h) creation in bylaws of three (3) new committees, whose duties shall be defined in internal regulations to be approved by the Board of Directors: (i) Minority Committee for the purpose of analyzing and issuing recommendations and opinions on matters involving transactions between the Company and the controlling shareholder; (ii) Investment and Innovation Committee, which will be composed of three (3) members of the Board of Directors, one of them a member elected by the non-controlling shareholders, and will have the purpose of evaluating and issuing recommendations on the Company's investment plans; and (iii) Sustainable Development Committee with the purpose of assisting the Board of Directors in

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proposing guidelines, policies and main topics related to people management and environmental, social and governance issues (ESG);

i) inclusion of provisions to migrate to Level 2, which will have their effectiveness suspended under the condition (condition precedent) of financial settlement of the secondary public offering for the distribution of shares or UNIT to be carried out by the controlling shareholder and for the Company's admission at Level 2, among which the following stand out: (i) attribution of restricted voting to preferred shares in the deliberations of the general meeting pertinent to the matters provided for in the Level 2 Listing Regulation (“Regulation”); (ii) the obligation of the members of the Board of Directors and the Fiscal Council to sign a term of adhesion to the Regulation; (iii) in case of transfer of control (and provided that the constitutional and legal rules are observed), the buyer's shall launch a for all common shares and preferred shares issued by the Company, for the same price per share paid to the selling controlling shareholder; (iv) mandatory tender offer, at the economic value per share, in case of withdrawal from Level 2 or cancellation of registration as a publicly-held company; and (v) arbitration provision whereby the Company, its shareholders, managers and the members of the Fiscal Council undertake to settle, by means of arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, under the terms of the Regulation;

j) inclusion of a transition rule that maintains bylaws’ provisions of B3's Level 1 Corporate Governance in force as long as the Company does not migrate to Level 2;

k) other wording adjustments, cross-reference and numbering of clauses; and

l) consolidate such proposed amendments to the bylaws in the Company's updated bylaws.

2. Authorization for the Company’s managers to perform all acts necessary to effect the resolutions arising from the statutory reform, including, without limitation, operating the Split, defining the procedures and conditions for the Conversion of Shares and the formation of the UNITs, hiring the financial institution issuing the UNITs, promote the listing of the UNITs with B3 in order to allow the effective negotiation of the UNITs, practice the necessary acts abroad in relation to the depositary receipts programs and, subject to the implementation of the suspensive conditions provided for in the bylaws, request B3 the admission of the Company to Level 2 and sign the Level 2 Participation Agreement.

Notes:

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

| (ii) | the Company’s shareholder shall take part in the General Meeting by: (a) attending it in person and casting his/her vote on the meeting’s agenda items; (b) by appointing a proxy with specific powers to represent him/her, who shall attend it in person; or (c) through a ballot paper for the exercise of his/her voting right at a distance;

(iii) for organizing purposes, it is recommended that powers-of-attorney for the General Meeting, together with all other supporting documents, be sent by e-mail to acionistas@copel.com or filed at the Company’s head office, at the Chief Financial and Investor Relations Office, at the Shareholders and Custody Department of the Chief Financial and Investors’ Relations Office, at Rua Coronel Dulcídio nº 800, 3rd floor, Curitiba, at least forty-eight hours prior to the meeting;

| (iv) | the ballot papers, according to CVM Rule 481/09, may be sent through the shareholders’ custody agents to the Bookkeeper of shares issued by the Company or, yet, directly to the Company, according to guidelines in the Reference Form, item 12.2, and in the Manual for Participation in General Shareholders’ Meetings; and

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| (iv) | detailed guidelines on the documentation required for participation in the General Shareholders’ Meeting are contained in the Manual for Participation in General Shareholders’ Meetings.

Curitiba, February 08, 2021

MARCEL MARTINS MALCZEWSKI

Chairman of the Board of Directors

Publication

This Call Notice will be published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaper Folha de Londrina as from February 09, 2021, being also available on the Company’s website (ir.copel.com).

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| IV. | Information on the matters to be examined and discussed at the 201st Extraordinary General Meeting

Below the Company’s Management presents some clarifications related to each item for resolution at the Extraordinary General Meeting for the exercise of a conscious vote:

| è | 1. Total reform and consolidation of the Company’s Bylaws, according to amendments detailed in the management's proposal

Clarifications

On July 15, 2020, as Material Fact 02/20 disclosed on that date, the Company’s Board of Directors approved the beginning of the process of hiring financial and legal experts to assist management in analyses and implementation of a Securities Deposit Certificate Program (called unit) and opportunities for improvements in the corporate governance of the Company, including eventual migration to Level 2 of Corporate Governance of B3 SA - Brasil, Bolsa e Balcão (“B3”) and stock split.

After the studies were completed, the Company’s Board of Directors, in a meeting held on November 12, 2020, approved the model of Securities Deposit Certificate Program to be sponsored by the Company (“UNIT”), structured based on independent experts’ advices, who were coordinated by Banco Bradesco BBI S.A. The model then approved, and disclosed, on the same day of such approval, by means of the Material Fact 12/20, proposed the following premises (“UNIT Program”): (i) UNITs will be composed of five (5) shares issued by the Company, being one (1) common share and four (4) class “B” preferred shares; (ii) conversion of common shares into class “B” preferred shares and class “B” preferred shares into common shares (conversion factor of 1:1) will be permitted exclusively for the purpose of composing UNITs, provided that the preferred shares cannot exceed the legal limit of two thirds (2/3) of the total shares issued by the Company; (iii) stock split of shares issued by the Company in a proportion to be defined, aiming at maximizing the liquidity of their respective securities; and (iv) improvements of Copel's corporate governance by means of the migration to B3's Level 2 Corporate Governance (“Level 2”).

During management studies regarding amendments to bylaws to implement the UNIT program model and the counterparts for increasing governance, the State of Paraná (“State”), the controlling shareholder of the Company, has sent a notice to the Company on January 8, 2021, communicating its intention to “express in favor of the UNIT Program”. However, in relation to the migration to Level 2, the State conditioned its vote to the fulfillment of the following requirements: (i) carrying out and settlement of a public offer for the secondary distribution of shares or UNIT owned by the State of Paraná and issued by the Company, in conjunction with the offer to be made by BNDES Participações S.A. - BNDESPAR (“BNDESPar”), as disclosed in Material Fact no. 13/20, of December 8, 2020, in compliance with the applicable legal rules; and (ii) immediately after the settlement of the aforementioned public offering, the State of Paraná remains with its shareholding control as provided by State Law No. 18,875 of September 27, 2016.

Accordingly, on January 20, 2021, the Board of Directors approved the submission of the proposal for comprehensive amendment and consolidation of the Company's bylaws including, among others, the following amendments:

| (a) | establish the Company's headquarters in the Municipality of Curitiba, State of Paraná, with assignment of powers to the Board of Directors to establish the full address of the Company, within the headquarters provided for in the bylaws;

| (b) | the stock split, in the proportion of one (1) share to ten (10) shares, provided that, for each one (1) share issued by the Company, nine (9) new shares of the same class and type will be credited (“Stock Split”), subject to the operating procedures of B3 and Banco Bradesco S.A., the financial institution provider of the Company's stock bookkeeping service (“Bookkeeper”);

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| (c) | inclusion of the right of common shares ("ON") to be converted, by decision of the holder, into an equal quantity of class "B" preferred shares ("PNB") (conversion factor of 1:1) and the right of PNB shares to be converted, by decision of the holder, into an equal quantity of ON shares (conversion factor of 1: 1), exclusively for purposes of forming and issuing the Company's depository receipts, composed of one (1) ON share and four (4) PNB shares ("UNITs"), in compliance with the procedures, terms and conditions to be established by the Company's Board of Directors ("Conversion of Shares");

| (d) | provision of sponsorship, by the Company, for the issuance of UNITs composed of one (1) ON share and four (4) PNB shares, according to rules, procedures and conditions to be approved by the Board of Directors (“UNITs Program”);

| (e) | the need for the holders of preferred shares to approve, at a special shareholders’ meeting, the suppression or alteration of the device that ensures compliance with the regulations in force issued by the National Electric Energy Agency - ANEEL, by means of normative acts, as well as by means of the regulatory clauses contained in the concession agreements to which Copel Distribuição S.A. is a signatory, ensuring full application on the base dates of fares values established by the granting authority (“Fares Adjustment”);

| (f) | change in the composition of the Board of Directors to increase from two (2) to three (3) the number of members to be elected by non-controlling shareholders, in a separate election, without the participation of the controlling shareholder, with minority shareholders holding common to elect two (2) board members and one (1) member will be elected by the shareholders holding preferred shares that meet the requirements of article 141, § 4 and § 5 of Federal Law No. 6,404/1976;

| (g) | review of the duties of the Board of Directors and of the Executive Board;

| (h) | creation in bylaws of three (3) new committees, whose duties shall be defined in internal regulations to be approved by the Board of Directors: (i) Minority Committee for the purpose of analyzing and issuing recommendations and opinions on matters involving transactions between the Company and the controlling shareholder; (ii) Investment and Innovation Committee, which will be composed of three (3) members of the Board of Directors, one of them a member elected by the non-controlling shareholders, and will have the purpose of evaluating and issuing recommendations on the Company's investment plans; and (iii) Sustainable Development Committee with the purpose of assisting the Board of Directors in proposing guidelines, policies and main topics related to people management and environmental, social and governance issues (ESG);

| (i) | inclusion of provisions to migrate to Level 2, which will have their effectiveness suspended under the condition (condition precedent) of financial settlement of the secondary public offering for the distribution of shares or UNIT to be carried out by the controlling shareholder and for the Company's admission at Level 2, among which the following stand out: (i) attribution of restricted voting to preferred shares in the deliberations of the general meeting pertinent to the matters provided for in the Level 2 Listing Regulation (“Regulation”); (ii) the obligation of the members of the Board of Directors and the Fiscal Council to sign a term of adhesion to the Regulation; (iii) in case of transfer of control (and provided that the constitutional and legal rules are observed), the buyer's shall launch a for all common shares and preferred shares issued by the Company, for the same price per share paid to the selling controlling shareholder; (iv) mandatory tender offer, at the economic value per share, in case of withdrawal from Level 2 or cancellation of registration as a publicly-held company; and (v) arbitration provision whereby the Company, its shareholders, managers and the members of the Fiscal Council undertake to settle, by means of arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, under the terms of the Regulation;

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| (j) | inclusion of a transition rule that maintains bylaws’ provisions of B3's Level 1 Corporate Governance in force as long as the Company does not migrate to Level 2;

| (k) | other wording adjustments, cross-reference and numbering of clauses; and

| (l) | consolidate such proposed amendments to the bylaws in the Company's updated bylaws.

In compliance with the provisions of article 11 of CVM Instruction No. 481, of 2009, Schedule I contains a comparative table, highlighting the changes proposed in the Company's bylaws, and a report detailing the origin and justification of the proposed changes, and analyzing its legal and economic effects. Schedule II contains the consolidation of the bylaws incorporating the proposed changes.

Additionally, further clarifications regarding the highlights of amendments to bylaws are presented below:

A) Adjustment of the Company's headquarters

The definition of the Company's headquarters plays a very relevant role in the legislation. For purposes of Federal Law No. 6,404, of 1976 (“Brazilian Corporate Law”) and other applicable legal provisions, the headquarters:

| (a) | is the place designated in the bylaws in which operates the Company’ governing bodies;

| (b) | is the place where the meetings of the general meeting are to be held, except in cases of force majeure, when the meeting may be held in another location in the same municipality (art. 124, § 2 of the Brazilian Corporate Law), or the meeting is held entirely digitally (as per new art. 124, § 2 - A, of the Brazilian Corporate Law);

| (c) | determines the board of trade in which its corporate acts must be registered (art. 94 of the Brazilian Corporate Law);

| (d) | determines the Official Gazette and the list of widely circulated newspapers in which the company's publications will be made (articles 98 and 289 of the Brazilian Corporate Law);

| (e) | determines where documents for exercising voting rights at general meetings will be made available (art. 135, paragraph 3, of the Brazilian Corporate Law) and documents, such as shareholder agreements (art. 118, of the Brazilian Corporate Law) or that prove requirements for investiture in management positions (art. 147, caput, of the Brazilian Corporate Law), will be filed;

| (f) | determines the competent forum for the filing of lawsuits against the company, under the terms of art. 53, III, a) of Federal Law No. 13,105 of March 16, 2015 (“Code of Civil Procedure”), as well as the place where the summoning of the company must be served; and

| (g) | must appear in the share certificates and other securities when such certificates are issued (arts. 24, I; 49, II; 64, I and 79, I, of the Brazilian Corporate Law).

At the date hereof, Article 3 of the bylaws contains the full address of the Company's headquarters. This means that, if it is necessary to change the location of Copel Holding's headquarters, for any reason, it will be mandatory to call a shareholders’ meeting to resolve on the amendment of the bylaws to change the address. In situations where there is an urgent need for a quick change of headquarters (for example, expiration of a lease agreement,

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renovations for readjustment etc.), waiting for the meeting to be held (which must be held at the current headquarters) can cause any damage to the Company and its shareholders.

For this reason, the management proposes that article 3 only determines that the headquarters will be in the Municipality of Curitiba, State of Paraná, granting to the Board of Directors powers to set and change the address of the headquarters, provided that such address is in the geographical limits established in bylaws.

It is worth noting that the mandatory nature of the bylaws to mention the headquarters of publicly-held companies arises from article 997, II of the Brazilian Civil Code, together with article 83 of the Brazilian Corporate Law. There is, however, no definition of the extension and what information should specifically appear - such as, for example, the complete address.

The Registration Handbook of the Department of Corporations Registration and Integration (“DREI”), in its version of June 15, 2020, expressly permits that the bylaws of corporations at the time of their incorporation mention only the municipality of the headquarters, since the complete address appears in the minutes of incorporation[1].

Although there is no guidance in relation to existing companies, it is understood that there is no impediment to reforming the bylaws and establishing only the municipality of the headquarters. Otherwise, there would be discriminatory and disproportionate treatment between new companies and companies already incorporated.

Therefore, if the proposal for amendment to bylaws is approved, setting the headquarters in the Municipality of Curitiba, State of Paraná, and granting of powers to the Board of Directors to designate the new address, it will be recorded in the minutes of the meeting that, until later resolution of the Board of Directors, the Company's headquarters will remain in the municipality of Curitiba, State of Paraná, Brazil, at Rua Coronel Dulcídio No. 800, Batel, Zip-Code 80.420-170.

B) Stock Split

The prices of the Company's shares, at the closing of the trading session on February 08, 2021, prior to the disclosure of this proposal, were R$64.46 in relation to ON shares, R$60.52 in relation to class “A” preferred shares (“PNA”), and R$67.80 in relation to PNB shares.

In analyzing opportunities to increase the liquidity of the shares issued by the Company, management identified that any reduction in the value per share, with a consequent proportional increase in the number of shares, could contribute to (i) increase the liquidity of the shares issued by the Company in the market; and (ii) enabling an adjustment in the share price, making the price per share more attractive and accessible to a greater number of investors.

Thus, management proposes the Stock Split, pursuant to article 12 of the Brazilian Corporate Law, without changing the share capital figure, in the proportion of one (1) share to ten (10) shares, so that, for each one (1) share issued by the Company, nine (9) new shares of the same class and type will be credited.

To exemplify the Stock Split process, if, before its completion, the shareholder held five hundred (500) shares of the Company, with one hundred (100) ON shares and four hundred (400) PNB shares, immediately after the split the shareholder will become holder of five (5,000) thousand shares, according to the example table below:

1 The need for the complete address to appear at least in the minutes aims to respect the prohibition on filing incorporation and transformation acts that do not contain the full address, as per art. 53, III, e), of Federal Decree no. 1,800, of January 30, 1996 (“Decree 1800”), therefore, the by-laws, despite not being “the” incorporation act, integrate it. Thus, the observation made by DREI aims to ensure that, in some way, the constitutive acts of the company contain the complete address of the registered office.

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| Shares before the stock split | Credited shares | Shares after the stock split
ON | 100 | 900 | 1,000
PNB | 400 | 3,600 | 4,000
Total | 500 | 4,500 | 5,000

The Stock Split will be carried out without changing the Company's capital stock, which will remain in the amount of ten billion and eight hundred million reais (R$ 10,800,000,000.00), but will now be divided into two billion, seven hundred and thirty-six million, five hundred and fifty-three thousand, seven hundred and fifty (2,736,553,750) shares, with no par value, being one billion, four hundred and fifty million, three hundred and ten thousand and eight hundred (1,450,310,800) ON shares and one billion, two hundred and eighty-six million, two hundred and forty-two thousand, nine hundred and fifty (1,286,242,950) preferred shares and, of these, three million, two hundred and sixty-seven thousand, five hundred and twenty (3,267,520) are PNA shares and one billion, two hundred and eighty-two million, nine hundred and seventy-five thousand, four hundred and thirty (1,282,975,430) are PNB shares.

The shares resulting from the Stock Split will grant their holders the same rights and advantages as other shares issued by the Company of the same type and class, including in relation to the distribution of dividends and/or interest on equity and any capital remuneration that may be distributed by the Company.

The shares will be traded ex-split from March 12, 2021 (including), and the shares resulting from the split will be credited to shareholders on March 16, 2021

Considering that the Split will be carried out in such a way that each share issued by the Company is split into ten (10) shares of the same type, there will be no surplus resulting from fractions of shares.

It should be noted that the Company's management is proposing that the Stock Split occurs before the Share Conversion. This is because management understands that the Stock Split will bring benefits regardless of the Share Conversion and the formation of UNIT. The increase in liquidity and greater attractiveness of shares, which will be more accessible to investors, may even maximize the adhesion of shareholders to the Share Conversion for the formation of UNIT.

C) Share Conversion

Since the Company's UNIT will have as underlying assets one (1) ON share and four (4) PNB shares, few shareholders today hold ON shares and PNB shares in sufficient quantities to form a significant number of UNIT. The Company's bylaws, in turn, currently authorize, in its article 5, § 7, only the conversion of PNA shares into PNB, prohibiting any other form of conversion, including PNB shares into PNA or ON shares into preferred shares of any class and vice versa.

In this sense, to facilitate the formation of UNIT by shareholders who so wish, management proposes that the bylaws start to allow the conversion of PNB shares into ON and from ON shares to PNB. The conversion of these shares, however, would be authorized exclusively for the purpose of forming UNIT, subject to the terms, conditions and procedures defined by the Board of Directors. Shareholders holding PNA shares will continue to have the right to convert their shares into PNB, under the same current terms. Holders of PNA shares who wish to participate in the UNIT Program must, within the deadlines and procedures defined by the Board of Directors, convert their PNA shares into PNB shares and, if necessary, convert PNB shares into ON shares to form UNIT.

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The Board of Directors must authorize the conversion of PNB shares into ON and from ON to PNB in periods defined in each UNIT program, which will also define the procedures and conditions to be observed by shareholders who wish to convert their shares to form UNIT. Whenever a new UNIT training program is opened (always composed of one (1) ON share and four (4) PNB shares), the Board of Directors must establish the Share Conversion and UNIT formation procedures (since conversion from ON to PNB and of PNB in ON can only be carried out to form UNIT), and it can adopt measures that encourage liquidity, such as, for example, conditioning the Shares Conversion and the formation of UNIT to the achievement of the minimum adhesion considered.

It is important to highlight that, although article 15, paragraph 2, of the Brazilian Corporate Law, limits the number of preferred shares without voting rights or with voting rights restricted to fifty percent (50%) of the total shares, the Company falls within the exception brought by article 8, § 1, III, of Federal Law No. 10,303, of 2001. Thus, of the total shares issued by Copel, up to two thirds (2/3) may be preferred shares without voting rights or with restricted voting rights.

Consequently, the issuance of PNB shares under the Share Conversion cannot result in an amount of preferred shares that is greater than two thirds (2/3) of the Company's share capital, in violation of the legal limit provided for in article 15, Paragraph 2 of the Brazilian Corporate Law. In this sense, if the conversion requests have the potential to exceed the legal limit, at the time of the conversion the requests will be met in a proportional manner until the limit is reached.

The shares resulting from the conversion of PNB into ON shares or from ON into PNB shares will grant their holders the same rights, advantages and restrictions as other shares issued by the Company of the type to which they are converted, including in relation to the payment of dividends, interest on net equity and any other bonuses, payments, or earnings to which they may be entitled.

Once shareholders resolve on amendments to bylaws, the Board of Directors will set forth the Share Conversion and formation of UNIT, as well as the procedures and conditions for implementing the UNIT Program. The terms, procedures and conditions established by the Board of Directors will be disclosed to shareholders and the market in due course.

It will be incumbent upon the Board of Directors to ratify the final number of ON, PNA and PNB shares issued by the Company after the Share Conversion, making it unnecessary to hold a new general meeting to amend the bylaws.

D) UNIT Program

The Brazilian Corporate Law, pursuant to its article 25, authorizes the issuance of multi-share certificates, the UNIT, by publicly-held companies. According to some studies carried out the management understands that, with respect to the Company, the implementation of UNIT may be advantageous, as it might concentrate dispersed investments between common and preferred shares in a single security. As a result, in addition to shareholders and investors having standardized rights, UNIT are expected to increase liquidity in relation to the several classes and types of shares currently traded.

Accordingly, pursuant to the model approved by the Board of Directors at the meeting held on November 12, 2020 and informed to shareholders by means of the Material Fact no. 12/20, the management proposes the sponsorship by the Company of the issue of UNIT composed of 1 (one) ON share and 4 (four) PNB shares, according to the UNIT Program to be approved by the Board of Directors.

For the purposes of making the issuance of UNIT feasible, the management proposes adjustments to the Company's bylaws, in addition to the Conversion of Shares and the Stock Split as follows:

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| (a) | the attribution of the Board of Directors to set deadlines, procedures and rules applicable to the issuance of UNIT, being such body, therefore, responsible for the approval of the UNIT Program;

| (b) | UNIT shall consist of 1 (one) ON share and 4 (four) PNB shares;

| (c) | UNIT may be issued: (i) at the request of shareholders holding the necessary amount of shares for their formation, free of encumbrances and liens; (ii) in the event of a capital increase with the issue of new shares to be represented by UNIT; and (iii) in the events of split, reverse split, bonus or issue of shares through the capitalization of reserves, as well as by exercise of right of first refusal for the subscription of shares;

| (d) | UNIT holders shall have the same rights and advantages as the shares they represent, including with respect to the payment of dividends, interest on equity and any other bonuses, payments or earnings to which they may be entitled, as well as to attend meetings and exercise all the prerogatives related to the shares represented by UNIT;

| (e) | UNIT shall be book-entry;

| (f) | the ownership of the shares represented by UNIT can only be transferred by transferring the UNIT themselves, except in the event of cancelling the UNIT;

| (g) | the shareholders may request, at their expenses, at any time, the cancellation of UNIT, pursuant the terms and rules defined by the Board of Directors, provided that their UNIT are not affected by liens or encumbrances that prevent their decommissioning, and the Board of Directors may define periods in the which UNIT shall not be canceled.

It should be noted that the approval and implementation of the UNIT Program will not affect the listing of shares issued by the Company, as they will continue to be admitted to trading with the same current aspects.

Once the statutory reform is approved by the general meeting, the Board of Directors shall approve regulations for the Conversion of Shares and creation of UNIT, as well as the procedures and conditions for implementing the UNIT Program. The terms, procedures and conditions established by the Board of Directors will be disclosed to the shareholders and the market in due course.

As a result of the resolution, the management will be authorized to make arrangements for the issuance of UNIT, including finalizing the contracting of the financial institution to will act as Issuing Agent, and listing the UNIT before B3. They shall take the necessary measures to allow the depositary receipts backed by shares of the Company to also contemplate UNIT as an underlying asset.

E) Special meeting for the suppression of the provision on Tariff Readjustment, with preferential vote

Currently, article 30, XLV of Copel’s bylaws provides that the Board of Directors shall ensure full application of the Fares Readjustment on the data base established by the granting authority, with respect to the concession agreements in which Copel Distribuição S.A. is a signatory party. In other words, the members cannot fail to seek to ensure the full application of the Fares Readjustment. In this regard, the provision aims to protect the interests of the Company.

Thus, to improve the Company’s corporate governance, the management proposes to subject the effectiveness of the exclusion or amendment that aims to suppress the provision that ensures the Fares Readjustment to the approval by the majority of votes from the Company’s preferred shares, in a meeting specially called for such purpose, according to the possibility provided for in article 18, single paragraph, of the Brazilian Corporate Law.

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In other words, in addition to the approval of the amendment or exclusion of the rule currently provided for in article 30, XLV of the bylaws, by shareholders’ meeting approval will also be subject to the votes of shareholders holding the majority of the preferred shares, gathered at a special meeting.

F) Amendments in the composition of the Board of Directors

The article 239 of Brazilian Corporate Law, specifically regarding to mixed capital companies, allows holders of non-controlling common shares, regardless of the equity interest they hold, to elect, by separate ballot, without the participation of the controlling shareholder, one (1) member of the Board of Directors, whether a higher number it is not permitted to them by the multiple voting process provided for in the Brazilian Corporate Law.

Moreover, article 141, § 4, II, of the Brazilian Corporate Law allows shareholders holding preferred shares without voting rights or with restricted voting rights, in attendance at the general meeting, which represent at least ten percent (10%) of the share capital, being excluded treasury shares, the right to elect, by separate ballot, one (1) member of the Board of Directors, being excluded from such election the majority shareholder[2].

In the specific case of Copel, current bylaws determine that the Board of Directors shall be composed of nine (9) members, of which one (1) will be elected by minority shareholders holding ON shares, in case a higher number it is not permitted to them by the multiple voting process provided for in the Brazilian Corporate Law, and one (1) member shall be elected by the employees. Additionally, considering the possibility of separate election of one (1) more member of the Board of Directors by the holders of preferred shares, the nine (9) positions of the Board of Directors is distributed as the following:

| (a) | six (6) members elected by the Controlling Shareholder;

| (b) | one (1) member elected by the employees;

| (c) | one (1) member elected by the minority holders of ON shares, by separate ballot;

| (d) | one (1) member elected by the minority holders of preferred shares, by separate ballot, in accordance with article 141 of the Brazilian Corporate Law;

In view of the improvements in corporate governance that might accompany the adoption of the UNIT Program, the management proposes to increase the number of members of the Board of the Directors elected by minority shareholders holding ON shares, from one (1) to two (2), whether a higher number it is not permitted to them by the multiple voting process, and to ensure the election of one (1) member of the Board of Directors by shareholders holding preferred shares that should reach the quorums established in article 141, paragraph 4 and paragraph 5 of the Brazilian Corporate Law.

Therefore, the composition of the Board of Directors shall be:

| (a) | five (5) members elected by the Controlling Shareholder;

| (b) | one (1) member elected by the employees;

| (c) | two (2) members elected, in a separate vote, by the non-controlling shareholders holding ON shares; and;

2 CVM, under Procedure RJ 2014/4375, judged on July 7, 2015, decided that the ordinance of article 239 is special, whose factual support presupposes a mixed capital company and is more beneficial considering that it does not require any percentage for exercise of the right, and, therefore, excludes the incidence of the rule set forth in article 141, § 4, I, of the Brazilian Corporate Law.

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| (d) | one (1) member elected, in a separate vote, by the non-controlling shareholders holding preferred shares, provided that they meet the requirements of article 141 of the Brazilian Corporate Law;

It is important to highline that, pursuant to article 141, paragraph 7, of the Brazilian Corporate Law, and the Copel’s nature as a mixed capital company, even if there is a request for multiple voting, the State of Paraná, as the controlling shareholder, will always have the right to elect most of the members of the Board of Directors.

It is also worth remembering that the bylaws rule that twenty-five percent (25%) or, at least, three (3) members of the Board of Directors must be considered independent, will remain in full effect.

Under art. 22, §1 of Federal Law 13.303/2016 and Section II of the Level 2 Regulations, the director is independent if this person: (i) has no relationship with the Company, except capital interest; (ii) is not a spouse or relative by blood or any such person, up to the third degree or by adoption, of Chief Executive Officer, Minister of State, Secretary of State or Municipality or manager of the Company; (iii) has not maintained, in the last 3 (three) years, any bond of any nature with the Company or its controlling shareholders, which may compromise its independence; (iv) is not or has not been, in the last 3 (three) years, an employee or officer of the Company, or of a controlled, affiliated or subsidiary company of the Company, except if the bond has been exclusively with public teaching or research institutions; (v) is not a supplier or buyer, directly or indirectly, of services or products of the Company so as to imply loss of independence; (vi) is not an employee or manager of a company or entity that is offering or demanding services or products to the Company so as to imply loss of independence; and (vii) does not receive any compensation from the Company other than that related to the position of director, with the exception of cash proceeds from the equity interest.

It should be noted that the qualification as an independent director depends on the fulfillment of the above requirements and not on the shareholder who appointed or elected the member of the Board of Directors. Thus, if a member elected by the controlling shareholder fulfills the legal and regulatory requirements, he or she will be considered independent. There is a presumption that members elected separately by non-controlling shareholders are independent. However, if the director, even if elected by non-controlling shareholders, does not meet the requirements, his/her qualification as independent may be removed.

G) Review of the duties of the Board of Directors, Executive Board and the Executive Board Meeting

Management proposes to restructure and reorganize the duties of the Board of Directors and the Executive Board Meeting currently indicated in articles 30 and 42 of the Company's bylaws. The proposal is part of the periodic review performed by the management of the attributions of governance bodies, to provide clarity about the responsibility of each body, as well as to improve the internal management organization regarding the attributions that would not be exclusive to each one, in accordance with the law.

In this sense, for example, the duties of the Executive Board Meeting that were not in accordance with the role to be exercised by the body were excluded, in accordance with other bylaws’ provisions. In other situations, attributions that were not entitled to any body, but that in the Company's practice were exercised by one of them, such as to establish the vote in wholly owned subsidiaries by the Executive Board Meeting, were included.

Among the suggested changes, it is possible to highlight the attribution of the Board of Directors to establish thresholds for the performance of the Executive Board Meeting, to ensure that the Board of Directors previously approve acts that involves obligations in relevant amounts.

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H) Creation of three new committees

The Company’s management proposes the creation of 3 (three) new advisory committees to the Board of Directors, for the purposes of improving Copel’s corporate governance, mainly to improve investment analysis, sustainable and people management and the protection of the interests of the Company in transactions involving the controlling shareholder.

All proposed committees shall be independent, consultative, and permanent bodies, - for the purposes of advising the Board of Directors - and shall have the same duties as the other managers of the Company, pursuant to article 160 of the Brazilian Corporate Law, as well as they shall fulfill the minimum criteria requested by Federal Law No. 13,303 / 2016 (“Law 13,303”) to occupy such positions. In all proposed committees, the proposed management term is 2 (two) years, with a maximum of 3 (three) successive renewals allowed.

The committees will have operational autonomy and budget allocation approved by the Board of Directors within the scope of their activities. The duties of each committee will be defined in an internal regulation also approved by the Board of Directors.

The purpose of the Minority Committee will be to analyze and issue recommendations and opinions on transactions between the Company and the controlling shareholder, including their independent agencies and/or foundations if outside the normal course of business of the Company and within the scope of the duties of the Board of Directors.

In the event the proposal is approved, the Minority Committee will have three (3) members, all also members of the Board of Directors, elected by non-controlling shareholders. The chairman of the Minority Committee shall be appointed by the Board of Directors.

The purpose of the Investment and Innovation Committee, on the other hand, will be to analyze and issue recommendations about the Company’s investment plans, aiming to ensure a more robust investment analysis process by the Board of Directors, which shall be unique for the Company and its subsidiaries and direct or indirect controlled companies.

All members of the Investment and Innovation Committee shall be members of the Board of Directors and shall be appointed by such body, considering that one of them shall be elected by non-controlling shareholders.

Finally, the Sustainable Development Committee will aim to assist the Board of Directors in proposing guidelines, policies and principles related to people management and the sustainable development of the Company, its wholly owned subsidiaries and direct or indirect controlled companies.

The Sustainable Development Committee will be composed of 3 (three) to 5 (five) members, appointed and removed by the Board of Directors, noted that at least 2 (two) shall be members of the Board of Directors. The chairman will be appointed by the members of the Sustainable Development Committee, being necessarily a member of the Board of Directors. The composition of the committee shall follow the following parameters:

| (a) | at least two (2) members shall also be members of the Board of Directors, one of which shall necessarily be the executive secretary of such body;

| (b) | one (1) of the members shall also be a member of the Company’s Nomination and Evaluation Committee; and

| (c) | at most one (1) person who does not exercise an activity or hold a position in the Company may be a member of the Sustainable Development Committee, provided that she has recognized professional experience in the matters submitted to the Committee.

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I) Mandatory rules for migration to Level 2 of Corporate Governance

In view of the Company’s migration proposal to Level 2, it is necessary to change the bylaws to include the minimum provisions provided for in the Regulation. Whenever possible, an attempt was made to use the exact wording provided therein, to ease the understanding of investors.

Among the innovations brought to the bylaws under the Regulation, the following stand out:

| (a) | ascription of restricted vote to preferred shares in the resolutions of the general meeting relevant to the matters provided for in the Regulations;

| (b) | the obligation of the members of the Board of Directors and the Fiscal Council to sign an assumption agreement to the Regulations[3];

| (c) | in the event of transfer of control (and provided that the constitutional and legal rules are observed), the acquirer shall launch a tender offer for all common shares and preferred shares issued by the Company, for the same price per share paid to the selling controlling shareholder;

| (d) | obligation to carry out a tender offer at a price equivalent to economic value per share, in the event of exit from Level 2 or cancellation of registration as a publicly-held company; and

| (e) | arbitration provision whereby the Company, its shareholders, management and the members of the Audit Committee undertake to resolve, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), any and all disputes or controversies that may arise between them, under the terms of the Regulations.

As disclosed in the Material Fact no. 01/21, the State of Paraná stated that it would only vote in favor of migration to Level 2 on condition of a public offering secondary distribution of shares or UNIT of the Company carried out by the State.

Thus, the management proposes to include, from the start, all the minimum provisions provided for in the Regulation. At the same time, the proposal provides for the addition of article 114, which suspends the effectiveness of these provisions under the condition (i) of liquidation of the public offering of secondary distribution of shares or UNIT to be carried out by the Controlling Shareholder; and (ii) effective adherence to Level 2.

Therefore, the management may already start the migration process, submitting the request to B3, under the condition of carrying out and settling the aforementioned follow-on. Once the request is accepted by B3 and the offer is made, the migration may take place without the need for additional changes to the bylaws.

J) Transition rule

The Company currently holds its securities admitted to trading on B3's Corporate Governance Level 1 (“Level 1”). The Company’s management intends that the exit from Level 1 occurs, exclusively, due to the migration to Level 2. Thus, as the bylaws will already include the minimum provisions of the Regulation, but its effectiveness will be conditional, it is necessary to include a transition rule, which maintains the minimum provisions of Level 1, until the condition is implemented (that is, financial settlement of the secondary public offering for the

3 The Regulation also provides for a minimum percentage of 20% (twenty percent) of independent directors. However, as provided for in Law 13,303 mixed-capital companies shall have at least 25% (twenty-five percent) of independent members, the Regulation provision does not establish an innovation for the Company.

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distribution of shares or UNIT to be carried out by the controlling shareholder and admission of the Company on Level 2) and the Company effectively migrates to Level 2.

Therefore, the management's proposal is to include a provision that establishes that, while the effectiveness of the provisions related to Level 2 is suspended, the Company shall remain on Level 1, with the following rules, in a transitional manner, in force:

| (a) | upon the admission of the Company to the special listing segment known as Level 3 of B3, the Company, its shareholders, Managers and members of the Audit Committee, when installed, shall be subject to the provisions of the Level 1 Listing Regulation of B3’s Corporate Governance (“Level 1 Regulation”); and

| (b) | a posse dos membros do Conselho de Administração e da Diretoria estará condicionada à prévia subscrição do Termo de Anuência dos Administradores nos termos do disposto no Regulamento do Nível 1, bem como ao atendimento dos requisitos legais aplicáveis.

K) Wording adjustments and renumbering of provisions

Within the scope of the amendments to the bylaws, the administration also proposes to adjust the wording of some provisions, to clarify and make them complete. Furthermore, with the input of new provisions, renumbering the bylaws was also necessary.

Annex II contains a comparative table of the amendments and provides detailed justifications for the proposed adjustments.

L) Consolidation of the bylaws

Finally, after these thorough amendments to the bylaws, it is proposed to consolidate the Company's bylaws, which, considering all the amendments, would come into force in the form of Annex III.

Annexes

I - ESTATUTO SOCIAL DA COMPANHIA COM AS ALTERAÇÕES PROPOSTAS EM DESTAQUE, DE ACORDO COM O ART. 11 DA INSTRUÇÃO CVM 481/09

II - PROPOSTA DE ALTERAÇÃO COM DESCRIÇÃO DOS ARTIGOS ATUAIS E DOS ARTIGOS PROPOSTOS E AS JUSTIFICATIVAS DA ALTERAÇÃO, DE ACORDO COM O ART. 11 DA INSTRUÇÃO CVM 481/09

III - CONSOLIDATED BYLAWS

Approvals

This matter was submitted to the analysis and approval of the Board of Directors at its 210th ordinary meeting, held on January 20, 2021.

Voting right

In this item of the agenda, only holders of common shares are entitled to vote.

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| è | 2. Authorization for the Company’s managers to perform all acts necessary to effect the resolutions arising from the statutory reform, including, without limitation, operating the Split, defining the procedures and conditions for the Conversion of Shares and the formation of the UNITs, hiring the financial institution issuing the UNITs, promote the listing of the UNITs with B3 in order to allow the effective negotiation of the UNITs, practice the necessary acts abroad in relation to the depositary receipts programs and, subject to the implementation of the suspensive conditions provided for in the bylaws, request B3 S.A. - Brasil, Bolsa, Balcão - B3 the admission of the Company to Corporate Governance Level 2 and sign the Level 2 Participation Agreement;

Clarifications

With the approval of amendments to bylaws contained in item 1 of the agenda of the General Meeting, the managers shall need to practice several acts to effective and implement the proposed amendments.

Thus, it is proposed that the General Meeting expressly authorizes the management to implement the amendments to bylaws, including, without limitation, operationalize the Stock Split, define the procedures and conditions for the Conversion of Shares and the formation of UNIT, hire the Issuing Agent, promote the listing of the UNIT with B3 in order to allow the effective negotiation of UNIT, perform the necessary acts abroad in relation to the depositary receipts programs, and, subject to the implementation of the suspensive conditions set forth in the Bylaws, request B3 the admission of the Company to Level 2 and sign the Participation Agreement on Level 2

Approvals

This matter was submitted to the analysis and approval of the Board of Directors at its 210th ordinary meeting, held on January 20, 2021.

Voting right

In this item of the agenda, only holders of common shares are entitled to vote.

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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 February 9, 2021

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.