COMPANHIA PARANAENSE DE ENERGIA - COPEL

Corporate Taxpayer's ID (CNPJ) no. 76.483.817/0001-20

PUBLICLY-HELD COMPANY

CVM Registration no.1431-1

MINUTES OF THE ONE HUNDRED AND NINETY SEVENTH

ORDINARY BOARD OF DIRECTORS' MEETING

1. VENUE: Rua Coronel Dulcídio nº 800, Curitiba - PR. 2. DATE: 12.05.2019 - 8:30 a.m. 3. PRESIDING: MARCEL MARTINS MALCZEWSKI - Chairman; and DENISE TEIXEIRA GOMES - Meeting Secretary. 4. MATTERS DISCUSSED AND RESOLUTIONS PASSED:

  1. The Board of Directors received updated information about the Company's financial standing and budget execution.
  1. The Board of Directors unanimously approved the reelection of the members of Executive Board of Companhia Paranaense de Energia - Copel, according to the guidelines of the controlling shareholder, for the term of office beginning on January 1, 2020 and ending on December 31, 2021, as follows: a) Mr. Daniel Pimentel Slaviero, as Chief Executive Officer; b) Ms. Ana Letícia Feller, as Chief Business Management Officer; c) Mr. Adriano Rudek de Moura, as Chief Financial and Investor Relations Officer; d) Mr. Eduardo Vieira de Souza Barbosa, as Chief Legal and Institutional Relations Officer; e) Mr. Cassio Santana da Silva, as Chief Business Development Officer; f) Mr. Vicente Loiácono Neto, as Chief Governance, Risk and Compliance Officer; and g) Mr. David Campos, as Chief Assistant Officer.
  1. The Board of Directors unanimously approved, after hearing the Statutory Audit Committee, the review of workflows relating to the investigation of complaints, and the restructuring of the Board of Ethical Guidance. Additionally, a motion for the revision of the rules and policies related to consequences for non-compliance was passed, to be approved by the Board of Directors.

IV. The Board of Directors unanimously approved, after hearing the Statutory Audit Committee, the annual review of the related parties transactions and conflict of interest policy.

  1. The Board of Directors unanimously approved, after hearing the Statutory Audit Committee, the business model for the potential sale of Copel Telecomunicações S.A., as well as the draft agreements to be entered into between Copel Telecomunicações S.A. and Companhia Paranaense de Energia, Copel GeT, Copel DIS and Copel Energia, when applicable. These documents shall be sent to the National Agency for Electrical Energy (Aneel) for previous approval, observing the commutative conditions necessary for the execution of business involving related parties.

VI. The Board of Directors approved, by a majority vote, having abstained from voting Directors Carlos Bierdermann and Daniel Pimentel Slaviero, the creation of a consortium between Companhia Paranaense de Energia - Copel and Renault do Brasil for the advancement of the Electric Mobility project. The Board has recommended that an in-depth analysis of the regulatory risks the project entails be carried out, and that the matter be brought before the Board on a biannual basis for follow-up.

VII. The Board of Directors unanimously approved, after hearing the Statutory Audit Committee, the energy purchase and sale agreement between Copel Comercialização S.A. and SPC Vista Geração de Energia S.A., observing the commutative conditions necessary for the execution of business involving related parties.

VIII. The Board of Directors unanimously approved the payment of interest on shareholders' equity, which may be applied to the payout of dividends for fiscal year 2019, pursuant to Federal Law no. 9,249/1995. The date of record to determine shareholders entitled to payment was set as December 23, 2019. Payment shall be made as follows: a) interest on shareholders' equity, totaling R$643,000,000.00 (six hundred and forty-three million reais), divided into i. R$ 2.24234788 per common share - ON; ii. R$ 3.94656966 per class "A" preferred share - PNA; and iii. R$ 2.46691920 per class "B" preferred share - PNB; and b)

the Company's shares shall be traded "ex-interest" as of December 26, 2019. The ratification of this remuneration proposal and the setting of the date of payment shall take place at the Annual Shareholders' Meeting, to be held until April 2020, in which the management report, the balance sheet and other financial statements, as well as the payout of dividends for fiscal year 2019 shall be analyzed.

IX. The Board of Directors received updated information about the scenario and prospects of the Araucária Thermal Power Plant - UEGA, discussed the matter and made recommendations.

  1. The Board of Directors unanimously approved, after hearing the Statutory Audit Committee, the extension of the corporate guarantee provided for in the Gas Supply Agreement entered into by UEG Araucária Ltda. - UEGA and Petróleo Brasileiro S.A. - Petrobras, on condition subsequent that the agreement shall be terminated if UEGA does not win the A-2/2019 auction.

XI. The Board of Directors received information about the annual work plan of Deloitte Touche Tohmatsu for the auditing of the 2019 financial statements and discussed the matter.

XII. The Board of Directors received information on the outcome of the energy generation auction A-6/2019, Jandaíra Wind Complex.

XIII. The Board of Directors received updated information about the upholding of the Brazilian Labor Law at Copel and discussed the matter.

XIV. The Board of Directors received a report from the Statutory Audit Committee on various matters, discussed the topics and made recommendations.

XV. The Board of Directors received a report from the CEO on various corporate matters.

5. SIGNATURES: MARCEL MARTINS MALCZEWSKI - Chairman; DANIEL PIMENTEL SLAVIERO - Executive Secretary; ADRIANA ANGELA ANTONIOLLI; CARLOS BIEDERMANN; GUSTAVO BONINI GUEDES; LEILA ABRAHAM LORIA; LUIZ CLAUDIO MAIA VIEIRA; MARCO ANTÔNIO BARBOSA CÂNDIDO; OLGA STANKEVICIUS COLPO; and DENISE TEIXEIRA GOMES - Meeting Secretary.

This is a free translation of the summary of the minutes of Copel's 197th Ordinary Board of Directors' Meeting drawn up in the Company's Book no. 11.

DENISE TEIXEIRA GOMES

Secretary

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COPEL - Companhia Paranaense de Energia published this content on 05 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 December 2019 22:55:09 UTC