Investor Presentaiton
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Related-party transactions.
We have a Related-Party Transaction Policy,
which sets forth that transactions between AES
Brasil Energia, its subsidiaries, parent company
and affiliated companies with their Related
Parties must be assessed and approved by
the Executive Board and, depending on the
situation, by the Board of Directors, in order
to ensure independent transactions based on
market conditions.
These transactions are disclosed in the periodic
financial statements and in the Reference Form.
Complementarily, we follow the requirements of
CVM Resolution 80/22. We rely on the Statutory
Audit Committee (CAE), which is responsible
for assessing, monitoring and recommending
to the Board of Directors any correction or
improvement to the Related-Party Transaction
Policy, as well as the procedures to monitor
potential conflicts of interest of the company's
executive officers, managers and shareholders.
As regards the protection of minority
shareholders' interest, the Bylaws sets forth
that the sale of control, either through a single
operation or successive operations, must be
contracted under the suspensive or resolutive
condition that the acquirer undertakes to carry
out a Public Tender Offer (OPA), aimed at the
company's shares held by other shareholders,
observing the conditions and deadlines provided
for in the legislation and regulations in force as
well as in the Novo Mercado Regulation so as to
ensure them equal treatment with that given to
the selling controlling shareholder.
To ensure protection mechanisms for the CEO
and executive officers, consistent with our
Insurance Policy, we have hired a Directors' and
Officers' Liability Insurance (D&O) policy, under
customary market conditions. The insurance
guarantees that management members are
compensated for financial losses arising from
claims related to wrongful acts caused to
outsourced service providers during the regular
exercise of their activities.
Shareholding structure
AES Corporation, one of the largest global energy companies, is our
indirect controlling shareholder, holding 47.63% of our shares. Our
shareholding structure is as follows:
Shareholding structure of AES Brasil
Controlling¹
Eletrobras
BNDSESPar
Others
6.77%
6.73%
38.88%
47.63%
aes Brasil
AES Operações
Greenfield
project²
Cubico 113
AES
Comercializadora
1 The AES Corporation indirect interest through AES Holdings Brasil (AHB) and AES Holdings Brasil II
(AHB II). Includes the Capital increase through Goodwill Capitalization with the issue of 3,221,370 new
shares that, on December 31, 2022, were temporarily held by AHB. After the operation was completed,
in January 2023, 1,547,966 shares were transferred to BNDESPar, at the ratio and pursuant to the
conditions of the Agreement on the Assignment of Rights entered into between AHB and BNDESPar.
Therefore, by the end of January 2023, the Controlling Shareholder held 47.32% and BNDESPar 6.98%
of the shares;
2 The corporate restructuring was completed in the fourth quarter of 2022;
3 Comprises the Araripe and Caetés Wind Power Complexes acquired by AES Brasil in November/2022.
The Cassino Wind Power Complex is consolidated under AES Operações.
2022 Integrated Sustainability Report > Responsibility
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