Commission File Number 32297

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Rodovia Engenheiro Miguel Noel Nascentes Burnier, km 2,5, parte
CEP 13088-140 - Parque São Quirino, Campinas - SP
Federative Republic of Brazil

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

 Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.  

Yes _______ No ___X____

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________________

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CPFL ENERGIA S.A.

Publicly-held Company

CNPJ/MF 02.429.144/0001-93 - NIRE 35.300.186.133

 

ANNUAL AND EXTRAORDINARY GENERAL MEETING

 

CALL NOTICE

 

The shareholders of CPFL Energia S.A. (“Company”) are hereby invited, pursuant to article 124 of Law No. 6,404 of December 15^th, 1976 (“Brazilian Corporation Law”), to attend the Annual and Extraordinary General Meeting (“GM”) to be held on April 30^th, 2019, at 10:00 a.m., at the Company’s headquarters, located at Rodovia Engenheiro Miguel Noel Nascentes Burnier, 1755 – Km 2,5, in the City of Campinas, State of São Paulo, to consider and vote on the following agenda:

 

I – Annual General Meeting:

 

a.    To acknowledge the managers’ accounts, examine, discuss and vote on the management’s report and the Company’s Financial Statements, accompanied by the Independent Auditor’s Report and the Fiscal Council’s Report referring to the fiscal year ended on December 31^st, 2018;

 

b.    To approve the proposal for allocation of net income for the fiscal year ended on December 31^st, 2018 and the distribution of dividends;

 

c.    To set the number of members for the Board of Directors, pursuant to article 15 of the Company’s Bylaws;

 

d.    To elect the members of the Board of Directors;

 

e.    To elect the members of the Fiscal Council;

 

f.     To establish the overall compensation to be paid to the Company’s management for the period of May 2019 to April 2020; and

 

g.    To establish the overall compensation to be paid to the members of the Fiscal Council for the period of May 2019 to April 2020.

 

II – Extraordinary General Meeting:

 

a.    To approve the amendment of the Company’s Bylaws, according to the Management’s Proposal, to: (I) change the wording in article 3, in order to update the address of the Company’s headquarters; (II) change items (i), (k), (m), (n) and (s) of article 17, in order to update the threshold amounts, as provided in article 39 of the Bylaws; (III) to adjust the caput and items (a) to (i) of article 18, to adjust the number of members of the Board of Executive Officers and reflect their respective duties, to change the name of the position of “Deputy Chief Executive Officer” and to include the position of “Senior Executive Vice President”; (IV) change item (e) of article 21, in order to update the threshold amounts and to adjust the item number;  (V) adjust the wording and number of item (i) of article 21; (VI) exclusion of item (i.1) of article 21, according to the understanding that this is not a Board of Executive Officers’ duty; (VII) change items (i.2), (i.3) and (i.4) of article 21 to update the threshold amounts, as provided in article 39 of the Bylaws and to adjust the item numbers; (VIII) change the wording in article 22, in order to change the quorum for the Board of Executive Officers resolutions; (IX) adjust the wording in item (d) of paragraph 2 of article 27, considering the decision to extinguish the Reserve for Adjustment of the Concession Financial Assets made at the General Shareholders’ Meeting held on April 28^th, 2018; (X) adjust in article 39 to indicate that the threshold amounts have been updated for the year of 2019; (XI) adjust the cross references included in item (c) of the sole paragraph in article 9, in items (j) and (ab) of article 17 and in paragraph 3 of article 26; (XII) adjust the numbers of items (d), (f), (g) and (h) of article 21; and (XIII) adjust all definitions of all provisions in the Bylaws and the cross references in the articles contained therein as a result of the changes proposed above; and

 

 

b.    To approve the consolidation of the Company’s Bylaw.

 

General Information:

 

1.            The shareholders who own the common shares issued by the Company may take part in the GM provided they are registered in the Register of Book–Entry Shares at depository institution for the shares – Banco do Brasil S.A., and bring the following documents: (i) individuals - identification document with photo; (ii) legal entities - certified copy of the latest Bylaws or consolidated Articles of Association and the corporate documentation granting representation powers (minutes of the election of the executive officers and/or power of attorney), as well as an identification document with photo of the legal representative(s); and (iii) for shareholders organized as Investment Funds - certified copy of the latest consolidated Bylaws of the Fund and the Bylaws or Articles of Association of its manager, and the corporate documentation granting representation powers (minutes of the election of the executive officers and/or power of attorney), as well as an identification document with photo of the legal representative(s).

 

2.           Any shareholder may appoint an attorney in fact to attend the GM and vote on their behalf. In the event of representation by power of attorney, the following documents must be presented: (i) power of attorney granting special powers for representation at the GM; (ii) Bylaws or Articles of Association and the minutes of the election of the executive offices, in case the shareholder is a legal entity; and (iii) identification document with photo of the attorney in fact. 

 

3.           The Company requests that all powers of attorney granted in Brazil have the signature recognized by the registry office and that all those granted abroad are notarized by a Public Notary duly authorized for this purpose, consularized in a Brazilian consulate or apostilled, translated to Portuguese by a certified translator and registered with the appropriate Registry of Deeds and Documents, according to the legislation currently in force.

 

 

4.           Pursuant to article 126, paragraph 1 of the Brazilian Corporation Law, powers of attorney may only be granted to a person who meets at least one of the following requirements: (i) is a shareholder or manager of the Company, (ii) is a lawyer, or (iii) to a financial institution. For shareholders who are legal entities in accordance with the understanding of Collegiate Body of the Brazilian Securities Commission (“CVM”), issued in the meeting held on November 4^th, 2014 (CVM Proceeding RJ2014/3578), there is no need for the attorney in fact to be (i) a shareholder or manager of the Company, (ii) a lawyer, or (iii) a financial institution.

 

5.           In order to expedite the GM proceedings, the Company requests the shareholders to submit their powers of attorney and representation documents up to twenty-four (24) hours prior to the GM, as provided in the main section of article 11 of the Company’s Bylaws. Shareholders who attend the GM with the required documents will be allowed to participate and vote, even if they did not submit said documents in advance.

 

6.           Pursuant to CVM Ruling No. 481 of 2009, as amended (“CVM Instruction 481”), the Company has adopted the distance voting system, thus allowing the shareholders to take part in the GM by filling in and handing over the distance voting form to the custodian, to the depository institution or directly to the Company, following the instructions set out in the Management’s Proposal.

 

7.           Pursuant to CVM Ruling No. 165/91, as amended, the minimum percentage in the voting capital required to request the multiple voting for electing the members of the Board of Directors is five percent (5%), and such right must be exercised by shareholders at least forty-eight (48) hours before the GM, pursuant to article 141, paragraph 1 of the Brazilian Corporation Law.

 

8.           Pursuant to article 135, paragraph 3 of the Brazilian Corporation Law and in compliance with articles 6 et seq. of CVM Ruling No. 481, all documents pertaining to the matters to be resolved on at the GM are available to shareholders, as of this date, at the Company’s headquarters, on its Investor Relations website (www.cpfl.com.br/ri), and on the websites of CVM (www.cvm.gov.br), B3 S.A. – Brasil, Bolsa, Balcão (www.b3.com.br) and U.S. Securities and Exchange Commission – SEC (www.sec.gov).

 

 

Campinas, March 29^th, 2019

 

 

 

Bo Wen

Chairman of the Board of Directors

 

 

 

Although the first call to general meetings must be made by publicly held companies fifteen (15) days in advance, in accordance with current legislation, the Company must publish its Call Notices at least 30 (thirty) days in advance, pursuant to the provisions set forth in Article 8 of CVM Instruction No. 559/15, ensuring sufficient time for the necessary procedures of manifestation of the holders of American Depositary Receipts (ADRs) traded on the New York Stock Exchange ("NYSE"), in addition to allowing shareholders to participate through the remote voting system.

 

 

 

 

CPFL ENERGIA S.A.
	By:	/S/  YueHui Pan
	Name: Title:	YueHui Pan  Chief Financial Officer and Head of Investor Relations