Trademark Usage License Agreement
Trademark Usage License Agreement
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.
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