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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  1. 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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  1. 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

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Resolution no. 81/2022. Ballots received by the Company after this date will not be considered. 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:
  1. valid identification with photo of the shareholder or proxy;
  2. proof of ownership of shares issued by Copel, from depositary or custodian financial institutions;
  3. instrument granting powers to a third party, in case the shareholder participates represented by proxy; and
  4. 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:
  1. valid identification with photo of the legal representative;
  2. 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;
  3. proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and
  4. 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

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of the powers granted, and the signature of the grantor.

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/019805987and/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

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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.

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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  1. Call Notice

    1. 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
    2. Restricted Shares and Performance-based Restricted Shares Granting Plan;
    3. Election of members of the Board of Directors to complete the current term of office; and
    4. 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:

  1. 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
  2. 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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  1. valid identification with photo of the shareholder;
  2. proof of ownership of shares issued by Copel, issued by the depositary financial institution or custodian; and
  3. 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:
  1. valid identification with photo of the legal representative;
  2. 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;
  3. proof of ownership of shares issued by Copel, from depositary or custodian financial institutions; and
  4. 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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Disclaimer

COPEL - Companhia Paranaense de Energia published this content on 22 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 22 March 2024 02:20:05 UTC.