NOTICE TO SHAREHOLDERS
Presentation related to the Extraordinary Shareholders' Meeting to be held on March 11, 2021
Rio de Janeiro, March 4th, 2021 - ENEVA S.A. (B3: ENEV3), aiming to comply
with the best corporate governance practices, communicates to its shareholders and the market in general the early availability of the presentation related to the Extraordinary Shareholders' Meeting to be held on March 11, 2021, regarding the Company's compensation plans based on shares mentioned in the management proposal submitted to the appreciation of the Company's shareholders.
Rio de Janeiro, March 4th, 2021.
Marcelo Habibe
Chief Financial and Investor Relations Officer
Imagem: UTG
Stock Options and Restricted Units Program:
Instruments for Feasibility of "Eneva Partnership"
1. Remuneration Policy
2. Partners Program
3. Remuneration Plans in Force
Following the best practices of Corporate Governance, the Company has a Remuneration Policy
Principles
The components of remuneration have the principles of ensuring internal equity and external competitiveness, based on meritocracy, in addition to motivation, recognition and retention of professionals, and which, finally, allow an effective, transparent human resources management, in line with the business strategy.
The calculation of remuneration is defined using as reference the market practices, taking into account practices of companies in the same industry, as well as companies of similar size to the Company, and also internal references, which are reassessed from time to time. They may include: (i) fixed remuneration (ii) variable remuneration, (iii) stock-based incentive.
The specific adjustment methodology for each of the components of remuneration takes into account market research and benchmarking with companies in the industry. Market research is ordered from specialized companies, which work is supervised by the Company's Human Resources area."
Eneva remuneration structure was defined with the purpose of creating a culture of meritocracy focused on results
Specialized consultancies supported the Company in the adoption of a structure of positions and salaries thatmet the needs of our different businesses, considering the following principles:
√ Ensure the internal consistency of existing functions, by adjusting the remuneration of positions to their responsibilities
√ Ensure external consistency, establishing a competitive remuneration policy in relation to the market, enabling the attraction and retention of key positions and talents
√ Integrate, maintain the synergy and alignment of current plans with corporate policies and objectives
Median of the MarketThird QuartileThird Quartile
Long-term incentives have the main purpose of establishing a retention plan and aligning the incentives among the Company's executives and shareholders
• Encourage compliance with the strategic plan
initiatives that increase the company's value
• Align the positioning of key executives in relation to the concept of value generation to the shareholder
• Retain key executives having critical knowledge, and who contribute significantly to the business development
• Reward the amount dynamically and continuously generated for Eneva
✓ Attrition of talents lower than 3%
✓ 84% of C-1 and 74% of C-2 working together since 2017
✓ 100% of the goals established achieved or exceeded in the last 3 years
Long-Term Incentives are based on shares, seeking to align interests, maximize the commitment and engage management
"Art. 3.3 Stock-Based Incentive: Represents the granting and/or award to the company's directors and employees, and its direct or indirect controlled companies, an option to purchase or subscribe shares, the opportunity to become shareholders of the Company, and thereby (i) ensure the competitiveness of the total remuneration levels practiced by the Company; (ii) ensure greater alignment of the beneficiaries' interests with the interests of shareholders; (iii) maximize the levels of commitment to generating sustainable results; (iv) enable the Company to attract and retain its directors and employees."."
Long-Term Incentives
✓ Retention and engagement of key professionals
✓ Granted annually to approx. 10% of the company's employees
✓ 4 awards approved totaling 106 participants
✓ Attraction and dissemination of an "owner vision" for key professionals
✓ 6 awards granted totaling 24 participants
1. Remuneration Policy
2. Partners Program
3. Remuneration Plans in Force
"Skin in the game": Partners Program seeks to align long-term incentives and consolidate the "owner" vision
In 2021, we implemented, in an innovative way in Brazil, a Partner Program through which our main employees adhere to the Stock Ownership Guidelines:
▪ Each partner holds a minimum number of shares in the Company as long as they remain linked to the Company.
▪ The number of shares is determined by a multiple of annual salaries, defined according to the position of the respective partner:
CEO | Executive Officer | Officer | General Manager and Equivalent | |
Multiples of Annual Salaries | 6x | 4x | 3x | 1x |
▪ Participants are selected through a rigorous performance assessment, adherence to our values and capacity to generate value for the Company. Currently, Eneva has 20 participants partners.
The feasibility of the program is established through a mix of incentives that seek a balance among the perspectives of stockholders
▪ Stock options program that make possible leverage in options for each pledged and blocked share for a period of 5 year
▪ Program in which a participant designates a portion of their Short-Term Incentive to acquire shares in Eneva, and as consideration they receive a variable remuneration for matching shares purchase
▪ Recurring (annual) program already used in the company for retention of key professionals
In addition to the alignment of incentives, the participants have to share the Company's value and culture
i. Our focus is on the efficient capital allocation, in order to maximize the value to shareholder and social well-being
ii. Our assets are: people, capital and reputation
iii. We are very proud of the quality of our work and determination to achieve excellence in everything we do. Even acting in a broad spectrum of activities, and being committed to the growth of our business, if necessary, we will choose to be better rather than larger
iv. We emphasize creativity and imagination in everything we do. Although we work in centuries-old business activities, we constantly strive to find the best and most innovative solution to the challenges. We are proud to have pioneered some of the practices and techniques that have become a benchmark in our industry
v. We strive to identify and hire the best professionals, and we select our staff one by one
In addition to the alignment of incentives, the participants have to share the Company's value and culture (cont.)
vi. We offer people the opportunity to grow. Promotion depends on the ability, performance and collaboration for the success of the company, regardless of race, color, age, religion, gender or nationality
vii. We appreciate teamwork and collaboration in everything we do
viii. Integrity and honesty are at the core of our business. We ensure that everyone maintains high ethical standards in the performance of their duties
1. Remuneration Police
2. Partners Program
3. Remuneration Plans in Force
The Stock Options and Restricted Units Plans are important for the feasibility of the Partners Program
X # Participants
Subject to resolution in this ESM of 03/11//2021
Plans and programs already granted
Programs to be granted by the Board of Directors
20
2
4
4
23
1st Restricted Units Plan
38
43
64
2016
2
2nd Restricted Units Plan
2017
2018
2019
2020
2021
2022
2023
2024
2025
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Disclaimer
Eneva SA published this content on 04 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 15:50:01 UTC.