6-K 1 elp20240321_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 March, 2024

Commission File Number 1-14668

COMPANHIA PARANAENSE DE ENERGIA

(Exact name of registrant as specified in its charter)

Energy Company of Paraná

(Translation of Registrant's name into English)

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

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No ___X____

MANAGEMENT'S PROPOSAL AND

MANUAL FOR PARTICIPATION IN GENERAL MEETINGS

210th Extraordinary General Meeting and 69th Annual General Meeting

April 22, 2024

TABLE OF CONTENTS

I. | Message from the Chairman of the Board of Directors | 3
II. | Guidance for Participation in the General Meetings | 4
| Participation via Ballot Paper | 4
| Participation via Digital Platform | 5
| Holders of ADRs | 7
| Convening of the General Meeting | 7
| Voting Rights | 7
| Approval of the Matters on the Agenda | 8
| Final guidelines | 8
III. | Call Notice | 9
IV. | Management's Proposal | 11
V. | Annex | 27

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| I. | Message from the Management

Dear Shareholder:

It is with immense pleasure that I present to you this document containing the Management's Proposal and 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. This Manual seeks to encourage and enable the participation of shareholders in the Extraordinary General Meeting - EGM and Annual General Meeting - AGM.

The matters to be presented for resolution of shareholders as well as the types of shares granting the right to vote on each item of the agenda are described in the Call Notice and in the Management’s Proposal for the EGM and AGM.

Copel’s 210th EGM and 69th AGM were called for April 22, 2024, at 2 p.m., and will be held exclusively digitally, with the participation of its shareholders virtually, through Ten Meetings, a digital platform.

It is also important to mention that the Meeting will be attended by, among others, the Chief Executive Officer, the Chief Financial and Investor Relations Officer, the Chief People and Management Officer and the Chairman of the Supervisory Board, who will be able to provide additional clarifications, if necessary, on the subjects on the agenda.

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

Yours sincerely,

Marcel Martins Malczewski

Chairman of the Board of Directors

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II. Guidance for Participation in the General Shareholders’ Meeting

Copel’s shareholders may take part in the General Meeting: (a) via Ballot Paper, made available to shareholders on the following websites: the Company’s (ri.copel.com), B3 S.A. - Brasil, Bolsa, Balcão (“B3”) and Brazilian Securities and Exchange Commission (CVM); or (b) via Digital Platform, which may be accessed personally or by a duly appointed proxy, pursuant to CVM Resolution no. 81/2022, as described below.

Participation via Ballot Paper

In order to facilitate and encourage the participation of its shareholders, the Company will adopt the remote voting system under the terms of CVM Resolution no. 81/2022, allowing its Shareholders to send distance voting ballots through their respective custody agents, by the Bookkeeping Agent (Itaú Corretora de Valores S.A.) or directly to the Company, in accordance with the following guidelines:

Distance voting ballots have been made available on the Company's website (ri.copel.com) and on the CVM's (gov.br/cvm) and B3's (b3.com.br) websites, in printable and manually fillable versions.

Shareholders who choose to exercise their right to vote at a distance may (i) fill out and send the voting form directly to the Company, or (ii) transmit the filling out instructions to qualified service providers, according to the guidelines below:

| · | Exercise of voting rights through service providers - Remote voting system - Shareholders who choose to exercise their right to vote at a distance through service providers should transmit their voting instructions to their respective custody agents or through the bookkeeping agent, in accordance with the rules determined by the latter, which, in turn, will forward such votes to the Central Depository of B3. To this end, shareholders should contact their custody agents or the bookkeeping agent and check the procedures they have established for issuing voting instructions via ballot paper, as well as the documents and information they require to do so.

| · | Shareholder sending the ballot directly to the Company - The shareholder who chooses to exercise his/her voting right at a distance directly to the Company should, preferably, send a digitalized copy of the ballot and the pertinent documentation to the following e-mail address: acionistas@copel.com. Alternatively, the shareholder may send the physical copy of the ballot paper and pertinent documentation to Copel's head office at Rua José Izidoro Biazetto nº 158, Bloco A, Bairro Campo Comprido, CEP 81200-240, Curitiba - PR, Brazil, Finance and Investor Relations Department, at its Shareholders and Custody Department.

For the voting form to be considered valid, it is essential that (i) its fields are duly filled out; (ii) all of its pages are initialed; and (iii) at the end, the shareholder or his/her legal representative, as the case may be and according to the terms of the legislation in effect, has signed the form, and that it is accompanied by a certified copy of the following documents: (a) for individuals: - identity document with photo of the shareholder; (b) for legal entities: - last consolidated bylaws or articles of incorporation and the corporate documents that prove the legal representation of the shareholder; and - identity document with a photo of the legal representative; (c) for investment funds: - last consolidated regulation of the fund; - bylaws or articles of incorporation of its administrator or manager, as the case may be, observed the voting policy of the fund and corporate documents that prove the powers of representation; and - identity document with a photo of the legal representative.

The documents must be received by the Company, in full order, within seven (7) days prior to the date of the General Meeting, that is, by April 15, 2024 (including), pursuant to article 27 of CVM Resolution no. 81/2022. Ballots received by the Company after this date will not be considered.

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Within 3 (three) days from the date of receipt, Copel will inform the shareholder if the documents sent are sufficient for the vote to be valid or of the need for rectification, under the terms of CVM Resolution no. 81/2022.

In addition, the Company informs that: (i) in case of receipt of divergent ballot papers for a same CPF or CNPJ number, received directly by the Company and by the bookkeeping agent, the ballot sent by the bookkeeping agent will prevail, pursuant CVM Resolution no. 81/2022; (ii) when the Custodian Agent receives divergent voting instructions for a same CPF or CNPJ, both will be disregarded, pursuant to CVM Resolution no. 81/2022; (iii) once the period for receiving remote voting has expired, the shareholder will not be able to change the voting instructions, except at the General Meeting itself; (iv) in the event of adjournment of the meeting, the voting instructions will be considered normally, as well as in its holding on second call, provided that the adjournment is less than 30 days from the initially scheduled date, pursuant to CVM Resolution no. 81/2022.

Participation via Digital Platform

The Extraordinary General Meeting and the Annual General Meeting shall be held exclusively in digital mode, with the shareholders taking part virtually.

For participation via Digital Platform, up to 2 days prior to the event, that is, April 20, 2024, the shareholder must necessarily acessar o link https://assembleia.ten.com.br/019805987, fill in all the registration data and attach all the necessary documents to enable his participation and/or vote at the Assembly.

· Individual Shareholder:

(a) valid identification with photo of the shareholder or proxy;

(b) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions;

(c) instrument granting powers to a third party, in case the shareholder participates represented by proxy; and

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

· Legal Entity Shareholder or Legal Entity:

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

(b) documents that prove representation, including a copy of the power of attorney, of the professional qualification documents and/or of the minutes of the election of the administrator that grants the power of attorney or attends the Extraordinary and Annual General Meetings; and in the case of an investment fund, copies of (i) bylaws/regulations in force of the fund and its manager or administered, as the case may be, observing the fund's voting policy, (ii) documents of professional qualification of the fund's representative; and (iii) corporate documents that prove the powers of representation of the one participating in the Meetings or granting a proxy;

(c) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and

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

For participation through a proxy, the granting of representation powers must have taken place less than one (1) year before, pursuant to art. 126, § 1 of Law 6,404/1976.

Additionally, in compliance with the provisions of art. 654, §§1 and §2 of the Civil Code, the power of attorney must contain an indication of the place where it was issued, the full qualification of the grantor and the grantee, the date and the purpose of the grant, with the designation and extension of the powers granted, and the signature of the grantor.

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The Company's natural person shareholders can only be represented at the Meeting by an attorney-in-fact who is a shareholder, a Company manager, a lawyer or a financial institution, as provided for in article 126, paragraph 1 of Law 6404/1976. The legal entities that are shareholders of the Company may be represented by an attorney-in-fact appointed in accordance with their articles of association or bylaws and according to the rules of the Civil Code, without the need for such person to be a Company manager, shareholder or attorney-in-fact (Proc. CVM RJ2014/3578; j. 4.11.2014).

The Company will analyze the information and documents received and will approve the registration. The shareholder will receive an email at the registered address indicating the approval or rejection of the registration, and, in the latter case, if applicable, guidelines for the regularization of the registration. In the case of proxy/representative, he will receive an individual e-mail regarding the qualification status of each registered shareholder, and should provide, if necessary, document complementation.

The proxy that may represent more than one shareholder will only be able to vote at the meeting for the shareholders whose qualification has been confirmed by the Company.

It should be noted that the registration confirmation e-mail, as well as the reminder for the Meeting, will be sent exclusively to the e-mail address informed in the participation registration.

If the shareholder (or his/her proxy, as the case may be) has not received the confirmation of his/her registration, he/she should contact the Company, through the e-mail acionistas@copel.com or by telephone 0800 41 2772 within 2 (two) hours before the start time of the Meeting, so that the guidelines can be forwarded to him/her.

In the event of the need for documentary supplementation and/or additional clarifications regarding the documents sent for the purposes of registration of participation, the Company will contact the shareholder (or their respective proxy, as the case may be) to request such documentary supplementation and/or additional clarifications in a timely manner that allows the confirmation of the registration within the period referred to above.

Under the terms of article 6, §3 of CVM Resolution no. 81/2022, the access to the Digital Platform will not be admitted by shareholders (directly or via proxies) who do not register through the link https://assembleia.ten.com.br/019805987 and/or fail to attach the necessary participation documents within the term provided herein.

Availability of information and guidelines for access to the Digital Platform:

After the qualification is confirmed by the Company as to the verification of the regularity of the representation documents sent in the terms above, an e-mail will be forwarded to each shareholder (or their respective proxy, as the case may be) that has made the regular registration of participation, containing the information and guidelines for access to the Digital Platform.

The Company also emphasizes that the information and guidelines for access to the Digital Platform, including, but not limited to, the access password, are unique and non-transferable, and the shareholder (or his/her respective proxy, as the case may be) takes full responsibility for the possession and confidentiality of the information and guidelines transmitted to him/her by the Company under the terms of this Manual.

Thus, shareholders commit to: (i) use the logins and passwords registered solely and exclusively for the remote monitoring and/or voting on the Meeting, (ii) not transfer or disclose, in whole or in part, the logins and passwords registered to any third party, shareholder or not, being the invitation non-transferable, and (iii) not record or reproduce, in whole or in part, nor transfer, to any third party, shareholder or not, the content or any information transmitted by virtual means during the Meeting.

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To access the Digital Platform, the following are required: (i) computer or smartphones with camera and audio that can be enabled and (ii) internet access connection of at least 10mb. Access by videoconference should preferably be made through the Google Chrome, Edge or Safari browsers, noting that Mozilla Firefox is not compatible with the Digital Platform. In addition, it is also recommended that the shareholder disconnect any VPN or platform that may be using his camera before accessing the Digital Platform.

Although the platform is compatible with all operating systems, and can also be accessed via smartphone, it is recommended that the shareholder use a computer, to have a better view of the event, giving preference to a Wi-Fi network for a more stable connection. We emphasize the need to use Chrome, Edge or Safari browsers (Mozilla Firefox and others cannot be used).

The Company informs that there will be a full recording of the Meeting, as required by item II, Paragraph 1, Article 28, and that the duly registered shareholder who participates in the Meeting by digital means will be considered present, being able to exercise his respective voting rights, and sign the respective minutes, pursuant Resolution no. 81/2022.

The Company is not responsible for any operational or connection problems that the shareholder may face, as well as for any other issues beyond the Company's control that may make it difficult or impossible for the shareholder to participate in the General Meetings by digital means.

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.

Convening of the General Meetings

Under the terms of article 125 of the Corporation Law, for the General Meetings to be convened, on first call, it will be necessary for shareholders and/or their legal representatives holding an interest corresponding to at least one-fourth (1/4) of the Company's voting capital to be in a position to attend.

If the aforementioned percentage is not reached, a new call will be made at least eight (8) days in advance, after which the General Meetings will be held if any number of shareholders is present.

Voting Rights

Only shareholders holding ordinary shares will have the right to vote on the items on the EGM agenda. At the AGM, holders of ordinary shares will have the right to vote on items 1 to 5 and holders of preferred shares will have the right to vote on item 5, exclusively for the election of a Supervisory Board member, appointed to the vacancy for the preferred shareholder.

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Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approval of the Matters on the Agenda

Pursuant to article 129 of the Brazilian Corporate Law, the resolutions of the General Shareholders' Meetings, subject to the exceptions provided for by law, shall be taken by absolute majority of votes, disregarding abstentions.

Since the matters to be considered at the Meeting are not subject to approval by a qualified quorum, approval of the matters on the Meeting's agenda will depend on the vote of an absolute majority of the shares present at the Meeting, disregarding abstentions.

Final Guidelines

Should there be any doubt concerning the General Meetings procedures and deadlines, please contact the Division of Shareholders and Regulatory Obligations of the Capital Market the telephone number (+55) 0800 41 2772 or through the e-mail address acionistas@copel.com.

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III. Call Notice

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary and Annual General Meetings to be held exclusively in digital mode, pursuant to CVM Resolution no. 81/2022, on April 22, 2024, at 2 p.m., via Ten Meetings digital platform (https://assembleia.ten.com.br/019805987), to decide on the following agenda:

EXTRAORDINARY GENERAL MEETING

1. Restricted Shares and Performance-based Restricted Shares Granting Plan;

2. Election of members of the Board of Directors to complete the current term of office; and

3. Resolution on the compliance of the elected members of the Board of Directors with the independence criteria.

ANNUAL GENERAL MEETING

1. Annual Management Report and Financial Statements for fiscal year 2023;

2. Management's proposal for the Capital Budget for fiscal year 2024;

3. Management's proposal for the allocation of net profit for 2023 and distribution of dividends;

4. Establishment of the compensation of Directors, Officers, members of the Supervisory Board and members of Statutory Committees for fiscal year 2024; and

5. Election of members of the Supervisory Board.

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

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

(a) through a ballot paper for the exercise of his/her voting right at a distance, whose template is available to shareholders on the following websites: the Company’s (ri.copel.com), Brasil, Bolsa, Balcão - B3 and Brazilian Securities and Exchange Commission (CVM); or

(b) via digital platform, which shall be accessed personally or by a dully appointed proxy, according to CVM Resolution no. 81/2022.

We inform you that the shareholder may participate in the Meeting having or not sent the Ballot Paper, but if he/she chooses to vote at the Meeting, any voting instructions previously sent by means of the Ballot by the shareholder will be disregarded, and the vote cast at the Meeting will prevail.

Distance voting ballots may be sent, pursuant to CVM Resolution no. 81/2022, through the Shareholders' custody agents, to the Bookkeeping Agent for the shares issued by the Company, or directly to the Company, in accordance with the guidelines in the Manual for Participation in Shareholders' Meetings.

The proof of share ownership must be made in accordance with Federal Law no. 6404/1976 - Corporation Law and Copel's Bylaws, as applicable.

To participate in the Meetings via Digital Platform, up to 2 days before the Assembly is held, that is, until April 20, 2024, the shareholder must access the Ten Meetings platform (https://assembleia.ten.com.br/019805987), fill in all the registration data and attach all the documents necessary for their qualification to participate and/or vote in the Meetings:

- Individual Shareholder:

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(a) valid identification with photo of the shareholder;

(b) proof of ownership of shares issued by Copel, issued by the depositary financial institution or custodian; and

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

- Legal Entity Shareholder or Legal Entity:

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

(b) documents proving representation, including appointment by proxy and copies of professional qualification documents and minutes of the directors' election; and, in the case of an investment fund, copies of (i) bylaws/regulations of the fund in effect, (ii) professional qualification documents of its director, administrator or legal representative, as the case may be; and (iii) the minutes of the election of such persons;

(c) proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and

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

The instructions for accessing the Digital Platform and/or sending the Distance Voting Ballots, pursuant to CVM Resolution no. 81/2022, can be found in the Management’s Proposal and Manual for Participation in Shareholders' Meetings. We inform you that under the terms of the legislation in force, the Meeting will be recorded.

Despite the possibility of participating via Digital Platform, Copel recommends shareholders to adopt the Distance Voting Ballots.

Curitiba, March 21, 2024

Marcel Martins Malczewski

Chairman of the Board of Directors

Publication

This Call Notice will be published, pursuant to the Brazilian Corporate Law, in the newspaper Valor Econômico as from March 22, 2024, being also available on the Company’s website (ir.copel.com).

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| IV. | Management’s Proposal

In order to facilitate the understanding and the attendance of the Shareholders to the Meetings called herein, below are explanations from the Company's Management about each item to be subject to resolution at the Meeting, for the exercise of informed voting.

Matters to be decided at the 210th EGM:

1. RESTRICTED SHARES AND PERFORMANCE-BASED RESTRICTED SHARES GRANTING PLAN

Clarifications

The Company's Management proposes the full approval of the Restricted Shares and Performance-based Restricted Shares Granting Plan ("Plan"), which will become part of the remuneration strategy for Directors and employees in management, leadership and other key positions in the organization.

With the transformation of Copel into a corporation, it is necessary to improve the remuneration practices of members of the Company's statutory bodies, as well as employees in management, leadership and other key positions in the organization. Until August 11, 2023, when Copel's privatization process was completed through a capital increase operation with the consequent reduction of the state's stake (capitalization or follow-on), the remuneration policy for the company's managers, its subsidiaries and controlled companies was established solely by the state body responsible for supervising public and state companies, the State Companies Control Council (CCEE), with mandatory guidelines for all entities. This was because, until then, the company was a state corporation and faced various restrictions in defining the remuneration practices of its executives

With the follow-on, Copel became a publicly-held company with dispersed capital and no controlling shareholder (corporation), which brought unprecedented challenges to management linked to its organizational transformation, with the aim of leveraging the possibilities of appreciation resulting from its new structure as a private company.

In this context, it became apparent that the management remuneration practices that were in place at the time of privatization were out of line with market trends in the new structure that the company now has, and were not suited to the company's challenges in managing its human capital, which requires solid strategies for incentives, attracting and retaining high-performance talent, as well as promoting the creation of sustainable, long-term value for Copel, its shareholders and other stakeholders.

In this way, we sought to improve the remuneration structure with the objectives of: (i) aligning the interests of executives and key positions with Copel's long-term strategic objectives, promoting a direct connection between the remuneration strategy and the company's sustainable success; (ii) linking a significant portion of remuneration to the generation of value for the company; (iii) stimulating an organizational culture of meritocracy and high performance in the Company, recognizing exceptional results and encouraging continuous excellence; and (iv) retaining and attracting talent, offering a competitive remuneration package, aligned with Copel's strategy and purpose, which recognizes, rewards and encourages the creation of value for the Company.

Under the guidance of the People Committee and the Board of Directors, in order to review the remuneration strategy for executives and directors, which includes long-term incentives, through the Plan, Korn Ferry was hired, a specialized consultancy company with a recognized technical approach that has been implemented in large companies of a similar size and activity to Copel.

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Thus, under the guidance of the consultancy and Copel's internal technical areas, subject to the appraisal of the People Committee and approval by the Board of Directors, the work involved evaluating the variable remuneration models adopted by companies in the sector, as well as companies of a similar size and characteristics to Copel, culminating in the design of the proposed "Plan", which is in line with best market practices

The proposed "Plan" provides for the possibility of granting two types of restricted shares, which will entitle the beneficiaries to receive common shares issued by Copel: (a) Restricted Shares, subject to a vesting period, restriction and other terms and conditions provided for in the Plan and in the applicable Programs and Grant Agreements; and (b) Performance Shares, subject to a vesting period and restriction, performance targets and other terms and conditions provided for in the Plan and in the applicable Programs and Grant Agreements.

Some of the Plan's information is highlighted below:

i. It will be managed by the Board of Directors, supported by the Company's People Committee, following the rules and guidelines defined therein. In managing the Plan, the Board is responsible for setting challenging performance targets in line with the Company's performance and within the limits of the organization's risk appetite.

ii. Eligible beneficiaries of the Plan are statutory officers, non-statutory officers and employees in management, leadership and other key positions at Copel and its subsidiaries, who may receive Restricted Shares and Performance Shares. Also eligible as beneficiaries are members of Copel's Board of Directors, who may only receive Restricted Shares. Members of the Board of Directors are not eligible for performance-based restricted shares.

iii. There are Performance targets: these are related to performance and defined by the Board of Directors in order to establish criteria for the acquisition of the right to Performance Shares. They may be determined based on the following elements, considered at the discretion of the Board of Directors: (i) Absolute TSR; and/or (ii) valuation of the Company's shares; and/or (iii) earnings declared and distributed by the Company; and/or (iv) performance metrics of the Participant; and/or (v) performance metrics of the Company and its areas; and/or (vi) performance metrics within the Company's sector of operation.

iv. Minimum Increase in Value of the Share resulting from the Restricted Shares: the increase in value of the share that has its final value (calculated on the date of the expiry of the Vesting Period equal to or greater than the initial value of the share corresponding to R$8.25 (eight reais and twenty-five cents) plus the positive variation of the IPCA plus 5% per year between August 11, 2023 and the final date of the expiry of the Vesting Period.

The definition of the reference price of each Performance Share in the amount of R$8.25 (eight reais and twenty-five cents), corresponds to the price per share applied within the scope of the public offering of primary and secondary distribution of ordinary shares issued by the Company concluded on August 11, 2023 and which resulted in the transformation of the Company into a corporation with dispersed capital and no controlling shareholder.

v. Share limits: Under the Plan, restricted shares may be delivered to Participants in a number corresponding to up to 1.0% of the Company's total share capital, being up to 0.2% for restricted shares and up to 0.8% for performance-based restricted shares.

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| a) | Specific Rules for Performance-based Restricted Shares:

· Limit of shares: up to 0.8% of the Share Capital;

· Conditions for acquisition: achievement of the minimum valuation, guaranteeing that they will only be delivered to those eligible in the event of generation of value for Copel after transformation into a corporation with achievement of the performance targets, defined in items "iii and iv" above, as well as compliance with the other requirements established in the Plan;

| · | Vesting period: 3 years from the grant date; and

| · | Restriction period: as defined by the Board of Directors.

| b) | Specific Rules for Restricted Shares:

| · | Limit of shares: up to 0.2% of the Share Capital;

| · | Conditions for acquisition: compliance with the vesting and restriction period, in addition to other requirements established in the Plan;

| · | Vesting period: 2 years from the date of grant (transition rule for members of the current term of office of the Board of Directors, as per Plan in Annex);

· Restriction period: as defined by the Board of Directors. For members of the Board of Directors who are beneficiaries of the Plan, the Board of Directors may not establish a grace period or restriction period of less than 2 years; and

· Due to the Company's transition process into a corporation, with the aim of retaining the current professionals who were part of the transformation process, the plan provides that, for the first grant, Directors who hold or will hold office during the term of office in progress on the date of approval of the Plan, a shorter period may be established, provided that said vesting period is at least equal to the remaining period of the term of office in progress.

In compliance with article 14 of RCVM 81, the information required in Annex B to CVM Resolution 81/2022 is included in this Proposal, which includes a copy of the Plan in its entirety (Annex I).

Management’s Proposal

Pursuant to article 17, VI, of the Bylaws, it is proposed to approve the Restricted Shares and Performance-based Restricted Shares Granting Plan, up to a limit of 1.0% of the Company's share capital, of which up to 0.2% for Restricted Shares and up to 0.8% for Performance-based Restricted Shares.

Voting rights

In this agenda item, shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 248th Ordinary Meeting on March 20, 2024.

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2. ELECTION OF MEMBERS OF THE BOARD OF DIRECTORS TO COMPLETE THE CURRENT TERM OF OFFICE

Clarifications

Companhia Paranaense de Energia - Copel received letters from Mr. Fernando Tadeu Perez, elected by the shareholders of ordinary shares at the 208th Extraordinary General Meeting, and Ms. Lucia Maria Martins Casasanta, elected by a separate vote of the minority shareholders of ordinary shares at the 68th Annual General Meeting (in accordance with the Bylaws in force at the time of the election). Both communicated their resignation as members of the Company's Board of Directors (Conselho de Administração - CAD), effective as of the end of the 248th Ordinary Meeting of the Company's Board of Directors, held on March 20, 2024.

As a result of the vacancy of 2 (two) positions of Board Members, elected by shareholders of the Company's Ordinary shares, it is proposed to elect 2 (two) members to make up Copel's Board of Directors, to complete the 2023-2025 term of office, appointed by the same class of shares.

At Copel, the Board of Directors is a collegiate decision-making body made up of 9 (nine) members who are elected by the General Meeting of Shareholders in accordance with the Brazilian Corporations Law (Federal Law no. 6404/1976). The Board of Directors’ main task is to set the general direction of the company's business.

In accordance with Federal Law no. 6404/1976 (Lei das S.A. - Brazilian Corporations Law) and Copel’s policies, all members of the Board of Directors, in order to take office, must sign a declaration that they are not guilty of any of the crimes provided for by law that prevent them from exercising commercial activity. They should also sign the Term of Office, in the appropriate book, and the Terms of Adhesion to the Policies for Disclosure of Relevant Information and Preservation of Confidentiality and Trading in Securities Issued by Copel, according to CVM Resolution no. 44/2021, by which they undertake to comply with the rules contained therein.

In addition, the members of the Board of Directors will be invested in their position by signing the "Management Consent Form", referred to in the "Level 2 Regulation" of [B]³ Brasil, Bolsa, Balcão, and in accordance with article 75 of the Company's Bylaws.

Vacancies and voting rights

Copel's Board of Directors is currently composed of 09 (nine) members, with vacancies filled as follows:

a) One (01) vacancy is nominated by employees in accordance with the relevant state legislation - State Law no. 8,096/1985, regulated by Decree no. 6,343/1985 and State Law no. 8,681/1987. For this vacancy, at the 68th AGM on April 28, 2023, Mr. Fausto Augusto de Souza was elected to serve until April 2025. In accordance with Article 114 of the Company's Bylaws, the position of employee representative will remain vacant until the end of their respective term of office, to be concluded at the Annual General Meeting to be held in 2025.

b) One (01) vacancy for shareholders holding preferred shares who meet the percentages and requirements set out in Article 141, §§ 4 and 5 of Federal Law 6,404/1976. The election is held separately, and the candidate who obtains the highest percentage representation of the Company's share capital, with no minimum limit, is considered elected. For this vacancy, Mr. Geraldo Corrêa de Lyra Junior was elected at the 208th EGM, on August 10, 2023 to serve until the AGM to be held in April 2025; and

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c) The other members are elected by the shareholders holding ordinary shares at the AGM.

In compliance with the Company's Bylaws and Federal Law 6404/1976, two (2) members of the Board of Directors will be elected at this AGM, for the vacancies described in item c) above, to replace the resigning directors until the end of the current term of office, to end at the Annual General Meeting to be held in 2025.

Nominations

In view of the above, considering the existence of 2 (two) vacancies on the Board of Directors due to the resignation of Directors Mr. Fernando Tadeu Perez e da Mrs. Lucia Maria Martins Casasanta, the following names were proposed to compose Copel's Board of Directors, to complete the 2023-2025 term of office:

· PEDRO FRANCO SALES - Nominated by the shareholder Squadra Investimentos - Gestão de Recursos Ltda.; and

· VIVIANE ISABELA DE OLIVEIRA MARTINS - Nominated by shareholder Radar Gestora de Recursos Ltda.

The compliance of the nominees was verified by the Company through an integrity diligence (background check).

In accordance with Annex II to this Proposal, information on the candidates for election to Copel's Board of Directors is available under the terms of items 7.3 to 7.6 of the Reference Form provided for in Annex C of CVM Resolution 80/2022.

As the law does not establish the obligation to submit proposals of names for election in advance, shareholders may indicate, at the General Meeting, their candidates during the consideration of the matter.

Any request for inclusion of candidates in the Distance Voting Bulletin of the EGM must be submitted to the Company by March 28, 2024 by means of a written request sent to the Investor Relations Officer, to the electronic address acionistas@copel.com, as provided for in CVM Resolution no. 81/2022, observing the requirements provided for in the same instruction.

Compliance

Under the terms of §5 of article 17 of the Company's Bylaws, appointments to the Board of Directors must comply with the requirements and prohibitions imposed by Federal Law no. 6.404/1976, the internal policy and rules for appointing members of statutory bodies, in addition to meeting the following parameters: I - having at least 03 (three) independent directors, this number being, in any event, equal to or greater than 25% (twenty-five percent) of the total number of members of the body. These directors must be expressly declared as independent in the minutes of the General Meeting that elects them, in accordance with the definition in B3's Level 2 Corporate Governance Regulations, and the director(s) elected through the option provided for in article 141, §§ 4 and 5, both of Federal Law 6. 404/1976 and subsequent amendments; II - when, as a consequence of observing the percentage referred to in the paragraph above, a fractional number of directors results, rounding will be carried out in accordance with the B3 Corporate Governance Level 2 Regulations; III - at least one (01) of the directors mentioned in that paragraph 8 must have recognized experience in corporate accounting matters in order to be part of the Statutory Audit Committee provided for in these Bylaws.

Nominees must prove that they meet the requirements and are not prohibited from holding the position, in accordance with the applicable legislation, as well as the additional requirements set out in NPC 0315 - Nomination Policy and NAC 030311 - Standard for Appointing Members of Statutory Bodies, by filling in the Registration Form.

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For this purpose, the following documents will be required at the time of the candidacy, including those who qualify on the day of the Meeting:

EDUCATIONAL BACKGROUND

| · | Copy of higher education degree certificate (both sides);

| · | Copy of post-graduate degree certificate (both sides), if applicable; and

| · | Copy of professional identity card, if applicable.

PROFESSIONAL EXPERIENCE

| · | Document of appointment and removal from office if any;

| · | Declaration of office or employment, if applicable;

| · | Copy of employment record book (with current position), if applicable;

| · | Updated curriculum vitae (signed), describing proven professional experience in the areas provided for by law; and

| · | Other documents that provide proof of professional experience.

| OTHER |

| · | Copy of identity card, containing picture, and copy of the general registry (RG), tax-payer registry (CPF) numbers and of the Voter's Registration Card;

| · | Proof or address with name of appointee and current address, no more than 90 (ninety) days old;

| · | Registration Form (Annex VIII) duly filled and signed by appointee.

The compliance of the nominees will be verified by the Company through an integrity diligence (background check).

Voting rights

On this item of the agenda, only holders of common shares are entitled to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

3. RESOLUTION ON THE COMPLIANCE OF THE ELECTED MEMBERS OF THE BOARD OF DIRECTORS WITH THE INDEPENDENCE CRITERIA ESTABLISHED IN CVM RESOLUTION NO. 80/2022

Annex K to CVM Resolution no. 80 of March 29, 2022, in its article 7, determines that "the characterization of the appointed person to the Board of Directors as an independent member must be resolved by the General Meeting". Likewise, item 5.3.3 of B3's Level 2 Corporate Governance Regulations states that qualification as an independent director "shall be expressly stated in the minutes of the meeting that elects him or her".

Observing the provisions of this Resolution, the Board of Directors, under preliminary analisys, in its 244th Extraordinary Meeting, held on March 21, 2024, resolved that the nominations of PEDRO FRANCO SALES e VIVIANE ISABELA DE OLIVEIRA MARTINS to complete the 2023-2025 term of office meet the criteria of independence, pursuant to article 140, paragraph 2, of Law 6,404/1976, art. 22 of Law 13,303/2016, Annex K to CVM Resolution 80/2022 and B3's Level 2 Corporate Governance Regulations, being in condition to be sent for deliberation at the Shareholders' Meeting.

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At that same Board of Directors meeting, it was noted that (i) the nominees submitted the information related to items 7.3 to 7.6 of the Company's Reference Form, which, among other information, includes the nominee's declaration that he/she meets the regulatory criteria of independence, and (ii) the Company carried out the nominees' Background Check process.

Thus, it is proposed to the shareholders to express an opinion in order to deliberate on the classification of the members of the Board of Directors elected herein.

Voting rights

In this agenda item, only shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 244th Extraordinary Meeting, on March 21, 2024.

Matters to be decided at the 69th AGM:

1. ANNUAL MANAGEMENT REPORT AND FINANCIAL STATEMENTS FOR FISCAL YEAR 2023

Clarifications

The accounts of the Management are instrumented through the Annual Management Report and the Financial Statements prepared by Copel's Executive Board.

The Annual Management Report contains information on the macroeconomic scenario and the Company's financial performance and operations, with comments on the main accounts of the income statement for the year, as well as information related to employees, social responsibility, capital markets and corporate governance, among others. The Financial Statements express the company's economic and financial situation and the changes in its assets during the year. By analyzing the Financial Statements, it is possible to assess the company's equity situation, liquidity ratios, level of profitability and degree of indebtedness.

It is important to mention that the company's financial statements were prepared in accordance with accounting practices adopted in Brazil, which comprise those included in Brazilian corporate law and the pronouncements, guidelines and interpretations issued by the Accounting Pronouncements Committee - CPC, approved by the Brazilian Securities and Exchange Commission - CVM and the Federal Accounting Council - CFC. Copel's Financial Statements mainly consolidate electricity companies and therefore are presented in accordance with the recommendations of the specific legislation applied to concessionaires of this public service.

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The Annual Management Report and the Financial Statements were prepared by the Executive Board, submitted to the analysis of the Statutory Audit Committee, approved by the Board of Directors and the opinion of the Supervisory Board, and were considered ready to be submitted to the shareholders.

In addition, Copel's Financial Statements were audited and obtained a favorable opinion from the Company's independent auditors, Deloitte Touche Tohmatsu Auditores Independentes Ltda.

The Statutory Audit Committee's analysis, the Supervisory Board's opinion and the Independent Auditor's report are attached to the Financial Statements.

In order to deliberate on this item, we hereby inform you that the following documents have been made available to shareholders at the Company's headquarters and on the website (ri.copel.com): i. Management Report; ii. Financial Statements; iii. Opinion of the Independent Auditors; iv. statement in which the Executive Board agreed a) with the final version of the 2023 Financial Statements, already taking into account the revisions made by the independent auditors, and b) with the opinion of the External Audit; and v. minutes of the meeting in which the Supervisory Board gave its opinion on the Financial Statements, accompanied by the respective opinion, for the 2023 financial year.

In relation to this matter, this proposal presents the Comments of the Managers on the Company's financial situation, in the form of item 2 of the Reference Form provided for in CVM Resolution 80/2022 (Annex III).

Voting rights

In this agenda item, shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 247th Ordinary Meeting, on February 29, 2024.

2. MANAGEMENT'S PROPOSAL FOR THE CAPITAL BUDGET FOR FISCAL YEAR 2024

Clarifications

Under the terms of article 196 of the Brazilian Corporate Law, the General Shareholders' Meeting may decide to withhold a portion of the net profit for the year in order to implement a capital budget previously approved by it, and approval may be given at the Annual General Shareholders' Meeting which decides on the financial statements for the previous year.

Accordingly, the Company's management proposes that the Meeting approve the capital budget for the 2024 fiscal year, in the total amount of R$6,132,189,866.00 (six billion, one hundred and thirty-two million, one hundred and eighty-nine thousand, eight hundred and sixty-six reais), to be

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used to (i) ensure the Company's investment program and (ii) pay the grant bonus for the renewal of the concession for Foz do Areia, Segredo and Salto Caxias power plants. Among other sources, the capital budget provides for the retention of a portion of the net profit for the year in the amount of R$1,133,371,312.21 (one billion, one hundred and thirty-three million, three hundred and seventy-one thousand, three hundred and twelve reais and twenty-one cents) as part of the resources for implementing the capital budget. A copy of the capital budget is part of Annex IV to this proposal.

Voting rights

In this agenda item, shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 247th Ordinary Meeting, on February 29, 2024.

3. MANAGEMENT'S PROPOSAL FOR THE ALLOCATION OF NET PROFIT FOR 2023 AND DISTRIBUTION OF DIVIDENDS

Clarifications

The allocation of net profit consists of determining the portions of net income that will be appropriated to profit reserves, whether legal or statutory, or that will be distributed as dividends.

Under the terms of article 196 of Law 6.404/1976, the General Meeting may decide to retain part of the net profit for the year to implement a capital budget previously approved by it, and approval may be given by the ordinary general meeting that decides on the financial statements for the previous year.

The proposal, therefore, consists of allocating the profit for the year ending December 31, 2023.

Of the net profit for the year 2023, calculated in accordance with corporate legislation, in the amount of R$2,258,811,025.50 (two billion, two hundred and fifty-eight million, eight hundred and eleven thousand, twenty-five reais and fifty cents), the Executive Board proposes the following allocations:

a) R$112,940,551.28 (one hundred and twelve million, nine hundred and forty thousand, five hundred and fifty-one reais and twenty-eight cents), equivalent to 5% of net profit, for the constitution of the legal reserve, as established in article 193 of Law 6,404/1976, and in article 86, paragraph 2, item II, of the Bylaws;

b) R$32,552,297.22 (thirty-two million, five hundred and fifty-two thousand, two hundred and ninety-seven reais and twenty-two cents) is added to adjusted net income due to the realization of the equity valuation reserve, resulting from the effects of applying deemed cost in the initial adoption of Technical Pronouncement CPC 27 for fixed assets;

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c) R$913,840,073.51 (nine hundred and thirteen million, eight hundred and forty thousand, seventy-three reais and fifty-one cents) already resolved at the 242nd Board of Directors' Meeting of September 20, 2023, which approved, in accordance with the Bylaws and the Dividend Policy, the distribution of the proceeds in the form of Interest on Equity - JCP, imputed to the mandatory dividend;

d) R$131,211,385.72 (one hundred and thirty-one million, two hundred and eleven thousand, three hundred and eighty-five reais and seventy-two cents) for payment of the proposed additional dividend, as established in article 17, item VII, of the Bylaws and in the Dividend Policy, as well as in compliance with the rules established by CVM Resolution no. 143, of June 15, 2022, and by Technical Interpretation ICPC 08 (R), which deals with accounting for the proposed payment of dividends; and

e) R$1,133,371,312.21 (one billion, one hundred and thirty-three million, three hundred and seventy-one thousand, three hundred and twelve reais and twenty-one cents) for the constitution of the profit retention reserve, the purpose of which is to ensure the Company's investment program, in accordance with the capital budget proposal established in article 196 of Law 6,404/1976.

In addition to the gross amount of JCP distributed based on the net profit as at June 30, 2023, the 242nd Ordinary Meeting of the Board of Directors, held on September 20, 2023, also decided on the distribution of JCP in the gross amount of R$44,159,926.49 (forty-four million, one hundred and fifty-nine thousand, nine hundred and twenty-six reais and forty-nine cents), based on the reserve for retained earnings from previous years not capitalized, with payment to be made on June 28, 2024.

PARTICIPATION REFERRING TO INTEGRATION BETWEEN CAPITAL AND LABOR AND INCENTIVE TO PRODUCTIVITY: Federal Law No. 10.101, of December 19, 2000, regulates the participation of workers in the company's profits, as an instrument of integration between capital and labor and as an incentive to productivity, under the terms of article 7, item XI, of the Constitution of the Republic. In compliance with the aforementioned legislation, the Executive Board proposes the distribution, as Profit Sharing, of the amount of R$107,442,109.71 (one hundred and seven million, four hundred and forty-two thousand, one hundred and nine reais and seventy-one cents), to be paid to employees by the Parent Company and the Wholly-owned Subsidiaries. This estimated participation is accrued in the financial statements for 2023, specifically under "personnel expenses", in accordance with item 26.2 of CVM/SNC/SEP Circular Letter No. 1 of February 14, 2007.

The financial statements for 2023 reflect the effects of the accounting records of the allocations specified above, based on the assumption of their approval by the 69th Ordinary General Meeting, as established in paragraph 3 of article 176 of Law 6,404/1976.

Distribution of dividends

According to the Company's Dividend Policy, the calculation of regular dividends is based on the Financial Leverage Ratio defined at the end of each fiscal year. If the ratio is below 1.5, the dividend is 65% of adjusted net income; if the ratio is between 1.5 and 2.7, the dividend is 50% of adjusted net income; and if the ratio is above 2.7, the dividend is 25% of adjusted net income (mandatory minimum).

These amounts, except for the minimum mandatory dividend, will be limited to the amount of available cash flow for the same fiscal year, equivalent to the cash generated by operating activities, less the net cash used by investment activities. Management may also propose extraordinary dividends, limited to the balance of the Company's distributable profit reserves, subject to deliberation and approval by the Board of Directors, after hearing the Supervisory Board.

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In 2023, the Financial Leverage Ratio was 1.94, so the proposed regular dividend is 50% of the adjusted net profit, totaling R$1,089,211.72 (one billion, eighty-nine million, two hundred and eleven thousand, three hundred and eighty-five reais, seventy-two cents). 385.72 (one billion, eighty-nine million, two hundred and eleven thousand, three hundred and eighty-five reais and seventy-two cents), of which R$958,000,000.00 (nine hundred and fifty-eight million reais) was already approved at the 242nd Ordinary Meeting of the Board of Directors, on September 20, 2023. The supplement, of R$131,211,385.72 (one hundred and thirty-one million, two hundred and eleven thousand, three hundred and eighty-five reais and seventy-two cents), is being proposed for resolution at the Annual General Meeting, as well as the ratification of the amount already approved at the 242nd Ordinary Meeting of the Board of Directors.

| Interim Interest on Equity (R$) | Interim Interest on Equity (R$) | Intermediate Interest on Equity (R$) | Dividends (R$)
Payment date | Nov. 30, 2023 | June 28, 2024 | June 28, 2024 | June 28, 2024
Total gross value | 456,920,036.75 | 456,920,036.75 | 44,159,926.49 | 131,211,385.72
Value per ordinary share - ON | 0.14500531 | 0.1450053100 | 0.0140143100 | 0.0415409200
Value per class "A" preferred share - PNA | 0.15950586 | 0.1595058600 | 0.0154157600 | 0.1459221500
Value per class "B" preferred share - PNB | 0.15950586 | 0.1595058600 | 0.0154157600 | 0.0456950500
Value per UNIT (*) | 0.78302875 | 0.7830287500 | 0.0756773500 | -
Record date | Sep. 29, 2023 | Sep. 29, 2023 | Sep. 29, 2023 | Apr. 22, 2023
Ex-dividend date | Oct. 02, 2023 | Oct. 02, 2023 | Oct. 02, 2023 | Apr. 23, 2023

* The Units Program was discontinued on December 26, 2023.

In order to deliberate on this item, supplementary information is made available to shareholders under the terms of CVM Resolution no. 80/2022, Annex A (Annex IV).

Voting rights

In this agenda item, shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 247th Ordinary Meeting, on February 29, 2024.

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4. ESTABLISHMENT OF THE COMPENSATION OF DIRECTORS, OFFICERS, MEMBERS OF THE SUPERVISORY BOARD AND MEMBERS OF STATUTORY COMMITTEES FOR FISCAL YEAR 2024

Clarifications

The General Meeting, in accordance with article 152 of Federal Law 6,404/1976, defines the annual remuneration of Copel's Directors, Officers, Audit Board Members and members of Statutory Committees.

The Management proposes to the General Meeting the approval of an amount for the remuneration of Copel's senior managers, which includes the revision of the fixed portion and the short-term variable portion, as well as the adoption of a long-term incentive - ILP, the latter comprising the Restricted Shares and Performance-based Restricted Shares Granting Plan, which was approved by the 210th EGM.

With the transformation of Copel into a corporation, it is necessary to improve the remuneration practices of members of the Company's statutory bodies.

Until August 11, 2023, when Copel's privatization process was concluded through a capital increase operation with the consequent reduction of the state's stake (capitalization or follow-on), the remuneration policy for the company's and its subsidiaries' managers was established solely by the state body responsible for supervising public and state-owned companies, the State Companies Control Council - CCEE, with mandatory guidelines for all entities. This was because, until then, the company was a state corporation and faced various restrictions in defining the remuneration practices of its executives.

With the follow-on, Copel became a publicly-held company with dispersed capital and no controlling shareholder (corporation), which brought unprecedented challenges to management linked to its organizational transformation, with the aim of leveraging the possibilities of appreciation resulting from its new structure as a private company.

In this context, it became apparent that the management remuneration practices that were in place at the time of privatization were out of line with market trends in the new structure that the company now had and were not suited to the company's challenges in managing its human capital, which requires solid strategies for incentives, attracting and retaining high-performance talent, as well as promoting the creation of sustainable, long-term value for Copel, its shareholders and other stakeholders.

Currently, Copel's remuneration practices have the following characteristics:

| v | Equal remuneration for all executive offices regardless of the characteristics or size of each area;

| v | Positions for 5 (five) years without readjustment, partially recomposed in December 2023 (at the 209th EGM it was possible to partially recompose inflation for the period, equivalent to 50% of the total in the period);

| v | Misalignment in relation to the best practices of private competitors in the same segment and size;

| v | Remuneration decisions linked to the public administration (State Companies Control Council - CCEE);

| v | Short-term incentives - ICP implemented intermittently in recent years; and

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| v | Inexistence of Long-Term Incentives with practices that do not contemplate the creation of value for the Company in the long term.

In this way, we sought to improve the remuneration structure with the objectives of: (i) aligning the interests of executives and key positions with Copel's long-term strategic goals, promoting a direct connection between the remuneration strategy and the Company's sustainable success; (ii) linking a significant portion of remuneration to the generation of value for the Company; (iii) stimulating an organizational culture of meritocracy and high performance in the Company, recognizing exceptional results and encouraging continuous excellence; and (iv) retaining and attracting talent, offering a competitive remuneration package, aligned with Copel's strategy and purpose, which recognizes, rewards and encourages the creation of value for the Company.

In view of this, under the guidance of the People Committee and the Board of Directors, Korn Ferry was hired to review the remuneration strategy for the statutory bodies. Korn Ferry is a specialized consultancy firm with a recognized technical approach that has been implemented in large companies of a similar size and activity to Copel.

Thus, under the guidance of the consultancy, Copel's internal technical areas and with the appreciation of the People Committee and the approval of the Board of Directors, the work began with a general look at the business challenges, unfolding to the analysis of the organizational structure, the evaluation and weighting of positions according to proprietary methodology. In addition, it went through the process of evaluating market research with companies in the sector, related sectors and the same size as Copel and benchmark studies with companies inside and outside the energy sector, including companies that have undergone or are undergoing similar transformational processes.

After all the studies, the Board of Directors proposed and approved, following analysis by the People Committee, the new structure design and remuneration strategy for the company's managers.

The remuneration model provides for the payment of fixed and variable portions (Short-Term Incentives or Incentivos de Curto Prazo - ICP and Long-Term Incentives or Incentivos de Longo Prazo - ILP), as well as direct and indirect benefits, which are granted according to the market positioning of the position and performance, and may have different components according to specifics related to experience, participation in advisory committees, among other characteristics.

Generally speaking, remuneration is structured as follows: (i) fixed portion, which includes the monthly fee; (ii) benefits, which are classified as direct and indirect and include social security, health insurance and representation allowance; and (iii) variable portion - ICP and ILP (short and long term).

It should be noted that the Short-Term and Long-Term Incentives will only be effectively paid out if the performance indicator is achieved and requirements defined in the specific Plan and Programs are met.

Further information on the Directors' annual remuneration is available in item 8 of the Reference Form set out in Annex C to CVM Resolution 80/2022, as set out in the Annex V to this Proposal.

Management’s Proposal

For 2024, in compliance with CVM Resolution 81/2022, we inform you that the proposed annual overall limit is up to R$60,151,452.27 (sixty million, one hundred and fifty-one thousand, four hundred and fifty-two reais and twenty-seven cents), including a review of fees, the provision of short- and long-term incentives (ICP and ILP), including those linked to performance targets for members of the Executive Board and adaptation to market practices for members of the Boards and Statutory Committees, this amount being the overall limit for the remuneration of Officers, Directors, members of the Supervisory Board and members of Statutory Committees, to be individualized by the Board of Directors.

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The proposed overall amount covers the period from January 1 to December 31, 2024. It should be clarified that the proposed overall amount already takes into account the amounts to be borne by the Company as a result of the Restricted Shares and Performance-based Restricted Shares Granting Plan and does not include taxes and contributions that are the employer's burden.

Annex V also provides comparisons of the remuneration proposal presented here, the proposal presented for the 2023 financial year, the amounts reported in the Reference Form and the amounts achieved in the 2023 financial year.

Voting rights

In this agenda item, shareholders holding ordinary shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Approvals

This matter was considered by the Board of Directors at its 248th Ordinary Meeting on March 20, 2024.

5. ELECTION OF MEMBERS OF THE SUPERVISORY BOARD

Clarifications

The Company has a permanent Supervisory Board, acting as a collegiate body and individually, with the powers and duties set out in Federal Law 6.404/1976 and other applicable legal provisions. Considering the update of the Company's Bylaws, effective as of August 11, 2023, the Supervisory Board will be made up of three (3) members and an equal number of alternates, elected at the General Meeting with a unified term of office of one (1) year, as of the date of their election, with re-election permitted. The main duties of the Board are to supervise the actions of management, examine and give an opinion on the Financial Statements and report its conclusions to the Company's shareholders.

According to Federal Law no. 6,404/1976 (Brazilian Corporate Law): i. 02 (two) full members and their respective alternates shall be elected by holders of ordinary shares; and ii. 01 (one) full member and his respective alternate shall be elected separately by holders of preferred shares.

All members of the Supervisory Board, in order to take up their positions, must sign a declaration that they are not guilty of any of the crimes provided for by law that prevent them from exercising commercial activity, likewise signing the Term of Office and the Terms of Adhesion to the Policies for Disclosure of Relevant Information and Preservation of Confidentiality and for Trading in Securities Issued by Copel, established by CVM Resolution 44/2021, by which they undertake to comply with the rules contained therein.

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Sitting and alternate members - ordinary shareholders

Pursuant to CVM Resolution no. 81/2022, the shareholders nominated for election/re-election the following members of the Supervisory Board for the 2024/2025 term of office:

Sitting Members

· DEMETRIUS NICHELE MACEI - Nominated by the shareholder Paraná State Government

· FRANCISCO OLINTO VELO SCHMITT - Nominated by the shareholder Radar Gestora de Recursos Ltda.

Respective alternates

· JOSÉ PAULO DA SILVA FILHO - Nominated by the shareholder Paraná State Government

· KUNO DIETMAR FRANK - Nominated by the shareholder Radar Gestora de Recursos Ltda.

The compliance of the nominees was verified by the Company through integrity due diligence (background check).

According to Annex II to this Proposal, the information on the candidates for election to Copel's Supervisory Board is available under the terms of items 7.3 to 7.6 of the Reference Form provided for in Annex C of CVM Resolution no. 80/2022.

As the law does not establish the obligation to submit proposals of names for election in advance, shareholders may indicate, at the General Meeting, their candidates during the consideration of the matter.

Any request for inclusion of candidates in the Distance Voting Bulletin of the AGM must be submitted to the Company by March 28, 2024 by means of a written request sent to the Investor Relations Officer, to the electronic address acionistas@copel.com, as provided for in CVM Resolution no. 81/2022, observing the requirements provided for in the same instruction.

Sitting and alternate members - preferred shareholders

As the law does not establish the obligation to submit proposals of names for election in advance, shareholders may indicate, at the General Meeting, their candidates during the consideration of the matter.

Any request for inclusion of candidates in the Distance Voting Bulletin of the AGM must be submitted to the Company by March 28, 2024 by means of a written request sent to the Investor Relations Officer, to the electronic address acionistas@copel.com, as provided for in CVM Resolution no. 81/2022, observing the requirements provided for in the same instruction.

To date, we have received no indication of a preferred shareholder.

Compliance

Nominees must prove that they meet the requirements and are not prohibited from holding the position, in accordance with the applicable legislation, as well as the additional requirements set out in NPC 0315 - Nomination Policy and NAC 030311 - Standard for Appointing Members of Statutory Bodies, by filling in the Registration Form.

For this purpose, the following documents will be required at the time of the candidacy, including those who qualify on the day of the Meeting:

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EDUCATIONAL BACKGROUND

| · | Copy of higher education degree certificate (both sides);

| · | Copy of post-graduate degree certificate (both sides), if applicable; and

| · | Copy of professional identity card, if applicable.

PROFESSIONAL EXPERIENCE

| · | Document of appointment and removal from office if any;

| · | Declaration of office or employment, if applicable;

| · | Copy of employment record book (with current position), if applicable;

| · | Updated curriculum vitae (signed), describing proven professional experience in the areas provided for by law; and

| · | Other documents that provide proof of professional experience.

| OTHER |

| · | Copy of identity card, containing picture, and copy of the general registry (RG), tax-payer registry (CPF) numbers and of the Voter's Registration Card;

| · | Proof or address with name of appointee and current address, no more than 90 (ninety) days old;

| · | Registration Form duly filled and signed by appointee.

The compliance of the nominee will be verified by the Company through an integrity diligence (background check).

Voting rights

In this agenda item, shareholders holding ordinary shares and shareholders holding preferred shares have the right to vote. Pursuant to Article 6 of the Company's bylaws, no shareholder or group of shareholders, Brazilian or foreign, public or private, may exercise voting rights in excess of the percentage equivalent to 10% (ten percent) of the total number of shares into which Copel's voting capital is divided, regardless of their stake in the share capital.

Additional information

All the information and documents referred to in this Proposal and provided for in articles 10 to 13 of CVM Resolution 81/2022 are available to shareholders on its website (ri.copel.com) and on the website of the Brazilian Securities and Exchange Commission - CVM (gov.br/cvm), and were also included in the Annexes to this Proposal.

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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 March 21, 2024

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.