Companhia Energetica de Minas Gerais CEMIG : Informação Prestada às Bolsas Estrangeiras

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 20-F

• REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 or

• ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023

or

• TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  or
• SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report: N/A

Commission file number 1-15224

COMPANHIA ENERGÉTICA DE MINAS GERAIS - CEMIG

(Exact name of Registrant as specified in its charter)

ENERGY CO OF MINAS GERAIS

(Translation of Registrant's name into English)

BRAZIL

(Jurisdiction of incorporation or organization)

1200, Avenida Barbacena; Belo Horizonte/MG, Brazil CEP 30190-131

(Address of principal executive offices)

Leonardo George de Magalhães

Chief Officer for Finance and Investor Relations

[e-mail] | [phone]

1200, Avenida Barbacena; Belo Horizonte/MG, Brazil CEP 30190-131

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class:			Trading Symbol (s)	Name of exchange on which registered:
Preferred Shares, R$5.00 par value				New York Stock Exchange*
American Depositary Shares, each	representing	1	CIG	New York Stock Exchange
Preferred Share, without par value
Common Shares, R$5.00 par value				New York Stock Exchange*
American Depositary Shares, each	representing	1	CIG.C	New York Stock Exchange
Common Share, without par value

*Not for trading but only in connection with the registration of American Depositary Shares, pursuant to the requirements of the Securities and Exchange Commission.

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer's classes of capital or common share as of the close of the

period covered by the annual report:

735,847,624 Common Shares

1,465,523,064 Preferred Shares

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☒ No ☐

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to

Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See

definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒

Accelerated filer ☐

Non accelerated filer ☐

Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the

registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☐	International Financial Reporting Standards as issued by the International Accounting	☒	Other ☐
Standards Board

If "Other" has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:

Item 17 ☐ Item 18 ☐

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes ☐ No ☒

Table of Contents

PART I
Item 1. Identity of Directors, Senior Management and Advisers	12
Item 2. Offer Statistics and Expected Timetable	12
Item 3. Key Information	12
Item 4. Information on the Company	40
Item 4A. Unresolved Staff Comments	94
Item 5. Operating and Financial Review and Prospects	95
Item 6. Directors, Senior Managers and Employees	112
Item 7. Major shareholders and related party transactions	124
Item 8. Financial Information	126
Item 9. The Offer and Listing	133
Item 10. Additional Information	139
Item 11. Quantitative and Qualitative Disclosures about Market Risk	159
Item 12. Description of Securities Other than Equity Securities	163
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies	165
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds	165
Item 15. Controls and procedures	165
Item 16. [Reserved]	166
Item 16A. Audit Committee Financial Expert	166
Item 16B. Code of Ethics	166
Item 16C. Principal Accountant Fees and Services	166
Item 16D. Exemptions from the Listing Standards for Audit Committees	167
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers	167
Item 16F. Change in Registrant's Certifying Accountant	167
Item 16G. Corporate Governance	167
Item 16H. Mine Safety Disclosure	168
Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	169
Item 16J. Insider trading policies	169
Item 16K. Cybersecurity	169
PART III
Item 17. Financial Statements	171
Item 18. Financial Statements	171
Item 19. Exhibits	172

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PRESENTATION OF FINANCIAL INFORMATION

The Companhia Energética de Minas Gerais - CEMIG (or Company) is a state-controlled mixed capital company ('sociedade por ações, de economia mista') organized under the laws of the Federative Republic of Brazil, or Brazil. References in this annual report to 'CEMIG', the 'CEMIG Group', the 'Company', 'we', 'us', 'our' and 'ourselves' are to Companhia Energética de Minas Gerais - CEMIG and its consolidated subsidiaries, and references to 'CEMIG Holding' are to Companhia Energética de Minas Gerais - CEMIG on an individual basis, except when the context otherwise requires. References to the 'Real,' 'Reais' or 'R$' are to Brazilian Reais (plural) and the Brazilian Real (singular), the official currency of Brazil. References to 'U.S. Dollars', 'Dollars' or 'US$' are to United States Dollars.

We maintain our books and records in Reais. We prepare our statutory financial statements in accordance with the accounting practices adopted in Brazil, and with the International Financial Reporting Standards ('IFRS'), as issued by the International Accounting Standards Board ('IASB'). For purposes of this annual report, we prepared our consolidated financial statements in accordance with the IFRS, as issued by the IASB.

This annual report contains translations of certain Real amounts into U.S. dollars at specified rates solely for the convenience of the reader. Unless otherwise indicated, such U.S. dollar amounts have been translated from Reais at an exchange rate of R$4.8521 to US$1.00, as certified for customs purposes by the U.S. Federal Reserve Board as of December 29, 2023. We cannot guarantee that U.S. dollars can be converted into Reais, or that Reais can be converted into U.S. dollars, at the above rate or at any other rate.

Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals and/or subtotals in certain tables may not be an arithmetic aggregation of the figures that precede them.

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MARKET POSITION AND OTHER INFORMATION

The information contained in this annual report regarding our market position is, unless otherwise indicated, presented for the year ended December 31, 2023. It is based on, or derived from, reports issued by the Brazilian National Electric Energy Agency (Agência Nacional de Energia Elétrica, 'Grantor', or 'ANEEL'), and by the Brazilian Electric Power Trading Chamber (Câmara de Comercialização de Energia Elétrica, or 'CCEE').

Certain terms are defined the first time they are used in this annual report. As used herein, all references to 'GW' and 'GWh' are to gigawatts and gigawatt hours, respectively, references to 'MW' and 'MWh' are to megawatts and megawatt-hours, respectively, and references to 'kW' and 'kWh' are to kilowatts and kilowatt-hours, respectively.

References in this annual report to the 'common shares' and 'preferred shares' are to our common shares and preferred shares, respectively. References to 'Preferred American Depositary Shares' or 'Preferred ADSs' are to American Depositary Shares, each representing one preferred share. References to 'Common American Depositary Shares' or 'Common ADSs' are to American Depositary Shares, each representing one common share. Our Preferred ADSs and Common ADSs are referred to collectively as 'ADSs', and our Preferred American Depositary Receipts, or Preferred ADRs, and Common American Depositary Receipts, or Common ADRs, are referred to collectively as 'ADRs'.

The Preferred ADSs are evidenced by Preferred ADRs, issued pursuant to a Second Amended and Restated Deposit Agreement, dated as of August 10, 2001, as amended on June 11, 2007 and on April 15, 2022, by and among us, Citibank N.A., as depositary, and the holders and beneficial owners of Preferred ADSs evidenced by Preferred ADRs issued thereunder (the 'Second Amended and Restated Deposit Agreement'). The Common ADSs are evidenced by Common ADRs, issued pursuant to a Deposit Agreement, dated as of June 12, 2007, as amended on April 15, 2022, by and among us, Citibank, N.A., as depositary, and the holders and beneficial owners of Common ADSs evidenced by Common ADRs issued thereunder (the 'Common ADS Deposit Agreement' and, together with the Second Amended and Restated Deposit Agreement, the 'Deposit Agreements').

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FORWARD-LOOKING INFORMATION

This annual report includes certain forward-looking statements, mainly in "Item 3. Key Information", "Item 4. Information on the Company", "Item 5. Operating and Financial Review and Prospects" and "Item 11. Quantitative and Qualitative Disclosures about Market Risk". We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. These forward-looking statements are subject to risks, uncertainties and contingencies including, but not limited to, the following:

• General economic, political and business conditions, principally in Brazil, the State of Minas Gerais ('Minas Gerais'), as well as other states in Brazil;
• Inflation and fluctuations in exchange rates and in interest rates;
• Increases in the costs of projects and delays or the failure to successfully complete projects;
• Result in the failure of facilities to operate or generate income in accordance with our expectations;
• Existing and future governmental regulation as to energy rates, energy usage, competition in our concession area and other matters;
• Existing and future policies of the Federal Government of Brazil, which we refer to as the Federal Government;
• On-goinghigh-profile anticorruption investigations in Brazil;
• Our expectations and estimates concerning future financial performance and financing plans;
• Our level, or maturity profile, of indebtedness;
• Our ability to comply with financial covenants;
• The likelihood that we will receive payment in connection with accounts receivable;
• Our capital expenditure plans;
• Our ability to implement our divestment program;
• Failure or hacking of our security and operational infrastructure or systems;
• Our ability to renew our concessions, approvals and licenses on terms as favorable as those currently in effect or at all;
• Our ability to integrate the operations of companies we have acquired and that we may acquire;
• Changes in volumes and patterns of customer energy usage;
• Competitive conditions in Brazil's energy generation, transmission and distribution markets, and related services;
• Trends in the energy generation, transmission and distribution industry in Brazil, and related services, particularly in Minas Gerais;
• Changes in rainfall and the water levels in the reservoirs used to run our hydroelectric power generation facilities;
• Existing and future policies of the government of Minas Gerais (the 'State Government'), including policies affecting its investment in us and its plans for future expansion of energy generation, transmission and distribution, and related services, in Minas Gerais; and
• Other risk factors identified in "Item 3. Key Information-Risk Factors".

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The words 'believe,' 'may,' 'could,' 'will,' 'plan,' 'estimate,' 'continue,' 'anticipate,' 'seek,' 'intend,' 'expect' and similar words are intended to identify forward-looking statements. We do not undertake to publicly update or revise any forward-looking statements because of new information, future events or otherwise. Considering these risks and uncertainties, the forward-looking information, events and circumstances discussed in this annual report might not materialize as described. Our actual results and performance could differ substantially from those anticipated in our forward-looking statements.

SUMMARY OF RISK FACTORS

The Company's business, results of operations, financial conditions and cash flows are subject to, and could be materially adversely affected by a number of risks and uncertainties, including risks relating to the nature of the Company's business and its operations in Brazil. The following list summarizes some, but not all, of these risks. Please read the information in the section entitled "Risk Factors" for a more thorough description of these and other risks.

Risks Relating to the Company's Business

• We are not certain whether new concessions or authorizations, as applicable, will be obtained, nor that our present concessions or authorizations will be extended on terms similar to those currently in effect, nor that any compensation we receive in the event of non-extension will be sufficient to cover the full value of our investment.
• Our subsidiaries might suffer intervention by Brazilian public authorities to ensure adequate levels of service or be sanctioned by ANEEL for non-compliance with their concession agreements, or the authorizations granted to them, which could result in fines, other penalties and/or, depending on the severity of the non- compliance, legal termination of concession agreements or revocation of authorizations.
• We are subject to extensive and governmental legislation and regulation which may be subject to change, and any changes to such legislation and regulation could have a material adverse effect on our business, results of operations and financial condition.
• Changes in Brazilian tax law or conflicts regarding its interpretation may adversely affect us.
• We are subject to restrictions on our ability to make capital expenditures ('capex') and to incur indebtedness, which could adversely affect our business, results of operations and financial condition.
• A reduction in our credit risk rating or in Brazil's sovereign credit ratings could adversely affect the availability of new financing and/or increase our cost of capital.
• Disruptions in the operation of, or deterioration of the quality of, our services, or those of our subsidiaries, could adversely affect our business, operating results and financial condition.
• We have a considerable amount of debt, and we are exposed to limitations on our liquidity - a factor that might make it more difficult for us to obtain financing for investments that are planned and might negatively affect our financial condition and our results of operations.
• We cannot guarantee the speed of our capacity for innovation and our responses to the changes that the energy sector is going through with the advancement of technology.
• Our strategy for maximizing value for CEMIG's shareholders depends on external factors that could impede its successful implementation.
• We may be unable to implement our long-term strategic plans within the desired timeframe, or without incurring unforeseen costs, which could have adverse consequences for our business, results of operations and financial condition.

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• The operating and financial results of our subsidiaries, jointly controlled entities and affiliates, non-controlling or from any companies which we may acquire in the future, may negatively affect our strategies, operating results and financial condition.
• Delayed completion of construction projects or late capitalization of new investments in our generation, transmission and distribution companies could adversely affect our business, operating results and financial condition.
• The level of default by our customers could adversely affect our business, operating results and/or financial condition, as well as those of our subsidiaries.
• CEMIG D's (Cemig Distribuição S.A or Cemig D) economic and financial sustainability is directly related to the effectiveness of the actions to control energy losses, and the regulatory limits established for it. If CEMIG D fails in successfully controlling energy loss, its business, operations, profit and financial condition could be substantially and adversely affected.
• Dams are part of the critical and essential infrastructure in the Brazilian energy sector. Dam failures can cause serious damage to affected communities and to the Company.
• We might be held responsible for impacts on our own workforce, on the population and the environment, due to accidents related to our generation, transmission and distribution systems and facilities.
• Requirements and restrictions imposed by environmental agencies might require the Company to incur additional costs.
• Cyberattacks, or violation of the security of our data might lead to an interruption of our operations, or a leak of confidential information either of the Company, or of our customers, third parties or interested parties, might cause financial losses, legal exposure, damage to reputation or other severe negative consequences for the Company.
• Failures in the security of our databases containing customer personal data, as well as events related to non- compliance with data privacy and protection legislation may have an adverse effect on our business, results of operations and reputation.
• Increases in energy generated by distributed generation ('MMGD') in Cemig D's concession area could cause an imbalance in its cash flows and financial results.
• Increases in energy purchase prices could cause an imbalance in CEMIG D's cash flows.
• Brazil's supply of energy is heavily dependent on hydroelectric plants, which in turn depends on climatic conditions to produce energy. Adverse hydrological conditions that result in lower generation of hydroelectric power could adversely affect our business, results of operations and financial condition.
• The rules for energy trading and market conditions may affect the sale prices of energy.
• We are subject to anti-corruption,anti-bribery,anti-money laundering, and antitrust laws and regulations in Brazil.
• We may be exposed to behaviors that are incompatible with our standards of ethics and compliance, and we might be unable to prevent, detect or remedy them in time, which might cause material adverse effects on our business, results of operations, financial condition and reputation.
• A member of our board of directors is party to judicial proceedings.
• The multiple uses of water and the various interests related to this natural resource might give rise to conflicts of interest between CEMIG and the society, which might cause losses to our business, results of operations or financial condition.

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• We are controlled by the government of the State of Minas Gerais, which might have interests that are different from the interests of our other investors, or even of the Company.
• Our processes of governance, risk management, compliance and internal controls might fail to avoid regulatory penalties, damages to our reputation, or other adverse effects on our business, results of operations or financial condition.
• Potential shortages of skilled personnel in operational areas could adversely affect our business and results of operations.
• Our ability to distribute dividends is subject to limitations.
• ANEEL has discretion to establish the rates that distributors charge their customers. These rates are determined by ANEEL in such a way as to preserve the economic and financial balance of concession contracts entered into with the Federal Union.
• ANEEL through concessions contracts establish the Permitted Annual Revenue (Receita Anual Permitida or 'RAP') of our transmission companies; if any adjustments result in a reduction of the RAP, this could have a material adverse effect on our results of operations and financial condition.
• We have strict liability for any damages caused to third parties resulting from inadequate provision of energy services.
• We may incur losses and reputational damage in connection with pending litigation.
• Environmental regulations require us to perform environmental impact studies on future projects and obtain regulatory permits.
• We operate without insurance policies against catastrophes and third-party liability.
• The insurance contracted by us might be insufficient to reimburse costs of damage.
• Strikes, work stoppages or labor unrest by our employees or by the employees of our suppliers or contractors could adversely affect our results of operations and our business.
• A substantial portion of the Company's assets is tied to the provision of public services and would not be available for attachment as collateral for the enforcement of any court decision.
• Climate change can have significant impacts on our distribution, generation and transmission activities.
• Failure to comply with ESG guidelines could adversely affect our business, reputation and results of operations.
• The outbreak of disease and health epidemics, such as the Covid-19 pandemic, could adversely affect our business, operational results and financial condition.
• The ongoing military conflict between Russia and Ukraine and the Israel - Hamas conflict, or any widening of either of these conflicts, may have a material adverse effect on the global economy, certain material and commodity prices and potentially on our business.

Risks Relating to Brazil

• Political and economic instability in Brazil could have effects on the economy and affect us.
• The Brazilian Federal Government has exercised, and continues to exercise, significant influence on the Brazilian economy. Political and economic conditions can have a direct impact on our business, financial condition, results of operations and prospects.
• The stability of the Brazilian Real is affected by its relationship with the U.S. dollar, inflation and Brazilian Federal Government policy regarding exchange rates. Our business could be adversely affected by any

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