Executive Compensation and Clawback Policy Update

2026-03-31SEC Filing 6-K (0001292814-26-001993)

Centrais Elétricas Brasileiras S.A. - Eletrobrás has updated its Executive Compensation and Clawback Policy (PO-GN.01.005) effective October 23, 2025. This policy establishes principles and guidelines for executive compensation, aiming to attract and retain talent, foster a shared sense of purpose, and promote responsible management. It aligns compensation with shareholder interests and corporate strategy, with a view to long-term value creation and sustainability. The policy incorporates guidelines for recovering improperly awarded incentive compensation ("Clawback"), in compliance with Section 10D of the Securities Exchange Act of 1934 and NYSE regulations. Key aspects include performance-based compensation, with a significant portion linked to achieving performance indicators and results, including ESG targets. The policy details compensation structures for the Board of Directors, Statutory Advisory Committees, and the Executive Board, outlining fixed and variable components, benefits, and specific rules for each group. It also addresses the "Malus Rule" for reducing or canceling compensation in cases of negative impact on the company's value or reputation, and the process for recovery of erroneously awarded remuneration. The policy emphasizes integrity, transparency, equity, sustainability, and fiduciary duties, and includes provisions for administration, revision, and exceptions to recovery. All executives are required to adhere to this updated policy.

Ticker mentioned:AXIA