1. In what year was Celesc established and when did the company go public?
R: Centrais Elétricas de Santa Catarina S.A – Celesc, was established in December 1955 by state decree no. 22 signed by Governor Irineu Bornhausen and it was registered at the Brazilian Securities and exchange commission on March 26th, 1973, as a public company.
2. When did Celesc migrate to Level 2 Corporate Governance and what are the requirements for Level 2 companies?
R: Celesc was the first company to migrate to Level 2 Corporate Governance of the São Paulo Stock Exchange. The compliance was approved on June 17th,2002 and formalized on the 26th of the same month. On July 1st 2002, Celesc announced a “Material Fact”, in which, among other issues, the Company controllers and administrators signed an agreement of compliance with the Level 2 Corporate Governance practices of the Sao Paulo Stock Exchange. See more about Level 2 Corporate Governance.
3. Does Celesc have Tag Along rights in the case of direct or indirect sale of its controlling interest?
R: Yes. Celesc has Tag Along rights for 100% of its common and preferred stock. Tag along is set forth in the Business Corporation Act (S.A. Law, Article 254-A) and assures that the direct and indirect sale of controlling interest in the company may only occur in the condition that the acquiring shareholder is obligated to make a public offer for the acquisition of the remaining common shares, in order to assure a minimum price of 80% on the amount paid for the remaining shares to the holders.
4. Does Celesc have a Shareholder Agreement?.
R: Yes. The Shareholders’ Agreement was signed on December 9 between the State of Santa Catarina and the Celesc Foundation for Social Security, with the purpose of disciplining relations between the PARTIES, as holders of shares with voting rights, and also the rules of conduct of the PARTIES and their representatives, specifically in relation to the establishment of the general management principles of the COMPANY and the election of the Board of Executive Officers, determination of the remuneration of the members of the Board of Directors, of the Executive Board, and composition and Supervisory Board.
5.Where can I find the financial information of Celesc?
R: The financial information of Celesc is available on the IR site in the main menu and in the website of the Brazilian Securities and Exchange Commission. The Financial Information (Informações Financeiras) page contains the quarter balance sheets and the annual report. Other financial, operational and regulatory information is also available on this section.
6. Which indicators are most used to show the Company’s efficiency?
R: Companies of the electrical sector have several indicators for measuring operational efficiency. The two most used indicators are DEC ( Equivalent Duration of Interruption per Consuming Unit ) and the FEC ( Equivalent Frequency of Interruption per Consumer Unit ). For the analysis of the base of Celesc financial, the basic indicators are: market value, company value/annual ebitda, price/profit ratio, equity value quote, operating margins, return on equity, liquidity indicators, etc. The historical indicators for DEC and FEC of Celesc are presented on its website and the economic-financial indicators may be calculated based on the financial statements released by the Company as determined by the Business Corporation Act.
7. Who is Celesc’s independent auditor?
R: The independent auditor in charge of analyzing Celesc statements is DELLOITE TOUCHE TOHMATSU AUDITORES INDEPENDENTES. According to the Brazilian Securities and Exchange Commission law, every three years the auditors are renewed.
1) Ratio: 20 : 1;
2) As of 10/02/2006 the shares will be negotiated as a group; the block which refer to unrouped shares will be valid until 10/04/2006; and
3) Criteria for calculating fractions: The shares resulting from fractions, will be sold on the exchange on 10/18/2006 and the product of the sale will be credited to the fraction holders on 10/25/2006.” Norm: as of 10/02/2006, the shares issued by the company will begin to be negotiated as groups (20/1) and with the new standard of negotiation of 100 shares.
9. What is the Celesc dividend policy?
R: “Text taken from the bylaws of Centrais Elétricas de Santa Catarina S. A. (Celesc), updated according to the alterations approved in the Extraordinary General Meeting, held on May 30, 2015″.
About the Financial Year and Financial Statements
and Destination of Profits
Art. 51 – From the results of the financial year, before any share, the losses accumulated will be deducted, as well as the provision for income tax, social contribution on net profit and, successively, the shares for employees and administrators.
§1 – The following proportion will be applied to the net profit of the financial year: i) 25% (twenty-five percent) to pay the mandatory dividends to shareholders, calculated according to the law, and, if any, the payment of interest on own capital; ii) 5% (five percent) of the net profit for the legal reserve until it reaches 20% (twenty percent) of the capital stock.
§2 – The remaining amount, after the retention foreseen in the capital budgeting and/or investment planned by the Company’s administration, observing the Company’s Master Plan and its properly approved dividend policy, will constitute a profit reserve for the distribution of extraordinary dividends, according to the provisions of art. 48 of these bylaws, until the maximum limit foreseen in art. 199 of the Joint Stock Company Law.
10. How can I keep myself informed on the payment of dividends and other Celesc events?
R: Celesc offers, in the Notice to Shareholders’ or Dividends sections, all information on proceeds. The Notice to the Market section also offers all the highlights related to the Company.
12. How do I participate in a Celesc teleconference and/or webcast?
R: All scheduled events by Celesc will be notified via e-mail to all users registered on its website. There will be also an alert on the main page, with instructions of participation in the events. The webcasts (if any) will be available for replay on the website, in Events and Presentations menu
13. How can I be notified in advance about Celesc notices and events?
R: You can access the E-mail Alert section to receive reminders about the next events of the Company. Click on the link and follow the instructions.
15. How do I invest in Celesc shares?
R: Celesc shares are negotiated on the São Paulo Stock Exchange (Bovespa) and can be acquired after your registration in the Brokerage house of your choice. If you are a beginner in stock investments, Bovespa offers comprehensive information about the stock market.