Neoenergia clarifies that it has made public
the information on the execution of the Trademark Usage License Agreement, with
its parent company, Iberdrola, in the modality of communication
about transaction between "related parties" in strict compliance with
CVM regulations in force (CVM Instruction No. 480), and the publication of the
notice and the signing of said instrument took place on the same date, waiving
the 7-day period allowed by the aforementioned CVM Instruction, thus avoiding
any interpretation of favoring the closing of the year 2021 and favoring
transparency with the Market. Neoenergia integrates the B3's Novo Mercado, category with the highest standard
of Governance, with requirements higher than Brazilian legislation. Thus,
Neoenergia has independent members in its Board of Directors, and also Committees of different natures that advise
the Board of Directors.
It is important to
reiterate that after approval of the Neoenergia Board of
Directors which
took place in March 2021, the stage of making the agreement itself began, with
revision and discussion of clauses, the most varied legal analyses, approval by
the Board of Directors of the various companies of the Group, thus fulfilling
all rites of Governance required, so that on December 29, 2021, after having
done all this, the agreement was finally signed by the parties and immediately
communicated to the market, in the form of communication on a transaction
between "related parties" in strict compliance with CVM regulations
in force (CVM Instruction No. 480).
It is worth mentioning that
the agreement entered into between the related parties adopts commutative and
market practices, that is, economic and financial clauses compatible with those
practiced in the market. Given the need to quantify the contractual bases for
licensing the use of a brand, a study was commissioned by Ernst & Young,
who demonstrated that the payment of royalties as a market practice is in a
range between 0.25% and 3.13% of net operating revenue, and what should be
considered as paid on an equitable basis is within this range. Neoenergia
agreed to pay a royalty of 0.9% of the adjusted net operating revenue for the
previous year, less energy and fuel purchase costs and construction costs. This
value of 0.9% is equivalent to 0.34% of Neoenergia's net operating revenue,
which is clearly in the lower range of market practices in terms of royalty
contracts, as well as a percentage lower than that established in the tax
legislation (Ordinance No. 436/1958 of the Ministry of Finance), which
established royalties for licensing the use of brands as deductible for the
calculation of income tax in a percentage of up to 1% (one percent) of net
operating revenue.
Iberdrola, the parent company of Neoenergia,
is today one of the leading companies in the global energy sector and one of
the electricity companies with the highest market value, with subsidiaries in
more than 30 countries. Its activities cover the clean energy generation,
distribution, transmission and sale of electric energy segments. It is a
pioneer in promoting clean energy and implementing effective actions in the
fight against Global Warming and in the development of new technologies such as
digitalization of distribution networks, development of marine wind and
production of Green Hydrogen.
The company has been
developing a global branding process, led by the branding team. The use of the
Iberdrola brand, symbols and attributes by the companies of its Economic Group
allows the adoption of a series of corporate and operational standards, which
generate important positive impacts in terms of quality and economic efficiency
in the scope of the services provided. It also fosters the exchange of
information, corporate governance and compliance guidelines, management
standards and capture of efficiencies, access to globally qualified suppliers
and expansion of insurance policy coverage in global parameters, access to
large investors and access to new sources of finance. In addition, the brand
will support its high reputation and expertise in the free energy market, which
is undergoing intense expansion in the Brazilian market. The Group's
companies now benefit from the brand's intangible value, which in turn
justifies their adequate remuneration and execution of the Brand Usage License
Agreement, in order to define the bases on which the Brand will be used.
In August of this year, the
name Neoenergia started to identify all assets of all the group's businesses, in
order to strengthen the brand's image and reputation in the national territory,
valuing sustainability, operation and innovation practices. The single brand
reinforces the solidity of the group, operating in all energy segments
(generation, transmission, distribution and commercialization) and guarantees
visibility compatible with its size. It is worth highlighting the predominance
of the green color, which is directly connected with sustainability and ESG
actions present in the group's DNA. The logo carries symbols inspired by
nature, with three graphic elements: the green leaf represents respect for the
environment, the blue and orange drops represent the main energy sources (blue
for wind and water, and orange for natural gas and the sun).
Using the Iberdrola brand,
Neoenergia defends a management structure where fundamental issues such as ESG,
quality and universal service, Climate Action and Corporate Social
Responsibility (CSR) are treated as a priority, with the involvement of all of
the Company's bodies. The agreement signed is in line with the values and purposes
of the parties and, therefore, their commitments to maximizing their social
dividend, creating value for their shareholders, improving the quality of life
of the surrounding communities, with the safety of people and supply, with care
for the environment and with a focus on quality of service and customer
orientation. Thus, the company remains firmly committed to creating value for
its shareholders and to practicing a sustainable management model based on the
best governance and transparency practices.