ADRs and Market Maker - ENGIE Brasil

The Investors section contains information about ENGIE Brasil Energia S.A., which is the
ENGIE's group company listed in the Brazilian Stock Exchange (B3: EGIE3, ADR: EGIEY).

American Depositary Receipts (ADRs)

ENGIE Brasil Energia’s shares were admitted to trading through an ADR (American Depositary Receipts) program on June 1, 1998. The ADRs are trading on the U.S. over-the-counter market, backed by ordinary shares issued by the Company.

In the beginning of the program, each ordinary depositary share was represented by five ordinary shares and each preferential depositary share was represented by five preferential shares. On August 17, 2005, preferential shares issued by ENGIE Brasil Energia were converted into ordinary shares and all preferential depositary shares were extinguished, remaining only ordinary depositary shares.

On October 8, 2008, ENGIE Brasil Energia promoted a change of the parity between depositary shares and ordinary shares, which became one ADR to each ordinary share.

What is an American Depositary Receipt (ADR)?

An ADR is a negotiable U.S. certificate representing ownership of shares in a non-U.S. corporation. ADRs are quoted and traded in U.S. dollars in the U.S. securities market. Also, the dividends are paid to investor in U.S. dollars. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by U.S. investor, and to provide a corporate finance vehicle for non-U.S. companies. ADRs can be held in book-entry form or as a physical certificate.

What is the difference between an ADR and an ADS?

An ADR (American Depositary Receipt) is a negotiable certificate issued by a depositary bank representing a specific number of shares of a non-U.S. company traded on a U.S. stock exchange. An ADS (American Depositary Share) is the share issued under the ADR agreement which is actually traded.

What are the benefits of ADRs to U.S. investors?

U.S. investors generally prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of ADRs’ main advantages is the facilitation of diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information. ADR holders also appreciate dollar dividend payments and receiving corporate action notifications.

What types of companies issue ADRs?

ADRs issuers are typically large multinational corporations seeking to engage the U.S. market to diversify its investor base, raise capital in the U.S. or offer U.S.-type employee plans.

Is it easy to get information and updates on an ADR company?

ENGIE Brasil Energia disclose in its website all available information about the company, the sector in which it operates and business plans. This information may be found in the depositary bank website and are tracked by the main U.S. financial websites. Investors can apply in ENGIE Brasil Energia’s investor relations website to automatically receive the Company releases

Who is the depositary bank for ENGIE Brasil Energia ADRs?

BNY Mellon (BNYM). The depositary bank plays a key role in the process of issuance and cancellation of ADRs. It also maintains the ADR holder register and distributes the dividends in U.S. dollars. BNY Mellon is a Depositary Trust Company (DTC) participant as are brokers and dealers, other banks, trust companies and clearinghouses. For additional general information, please visit BNY Mellon's website at www.adrbnymellon.com and search for ENGIE Brasil Energia’ Profile Page.

Where are ENGIE Brasil Energia ADRs traded and under what ticker?

ENGIE Brasil Energia’s ADRs are traded on over-the-counter market.

Symbol: EGIEY
Structure: Level I ADR
Exchange: Over-the-counter (OTC) market
Currency: USD
Ratio (ADR:ORD): 1 ADR:1 ORD
Country: Brazil
CUSIP: 29286U107
ISIN: US29286U1079
Depositary bank: BNY Mellon
Custodian bank: Itaú Unibanco

Can I buy ENGIE Brasil Energia ADRs through a broker just as you would buy U.S. securities?

Yes.

How do I convert my ordinary shares into ADRs?

Converting ordinary shares into ADRs must be done through a broker or an investment advisor.

Can I purchase ADRs directly from ENGIE Brasil Energia?

No.

What is the difference between a registered holder and a beneficial ADR holder?

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.

I did not receive a certificate with the purchase of my ADRs. How can I obtain a traditional certificate?

For registered owners, ownership is registered by the depositary bank and is evidenced by an account statement, provided by the depositary. Registered owners hold physical ADR certificates issued by the Depositary Bank and receive dividends, and proxy materials directly from BNY Mellon.
Owners of ENGIE Brasil Energia ADRs that are registered in the "nominee name" or "street name" of a bank, broker or other institution that holds such securities for the accounts of others are considered beneficial owners. ADRs held in this form are book-entry securities, where the beneficial owner’s interest is recorded in an account held by the institution rather than by registration with the ADR depositary. Major benefits of book-entry ownership are the elimination of problems associated with paper certificates such as storage, safety of securities or cost and inconvenience of replacement. Book-entry ADRs eliminate the requirement for physical movement of certificates at the time of sale or transfer of ownership. Investors purchasing ADRs through a broker who wish to become registered owners must specifically direct the broker to register the shares with the ADR depositary. If you choose to have a certificate issued, please contact BNY Mellon.

How can I find out how many ADR shares I have?

For those holders who are not registered because their shares are held through a "Street name" (nominee account), please contact your nominee for information on your ADR holdings. Registered holders wishing to access their account with BNY Mellon (BNYM acts as both ADR depositary bank and registrar):

BNY Mellon Shareowner Services
PO Box 30170
College Station, TX 77842-3170

Overnight correspondence should be send to:

BNY Mellon Shareowner Services
211 Quality Circle, Suite 210
College Station, TX 77845

1-800-269-8987 between the hours of 8 am and 8 pm EST Mon-Fri.
1-201-680-6685, 1-201-680-6825 (International Callers), 1-800-231-5469 (TDD Number)

E-mail: shrrelations@cpushareownerservices.com
Internet Address: www.mybnymdr.com/

Do I always get an ADR certificate?

Your ENGIE Brasil Energia ADR represents your ownership of shares in the company and can be held in certificate or book-entry form. If you hold your ADRs in certificate form, these should be kept in a safe-deposit box or secure place. Certificates are negotiable documents and should be signed only in the event of a sale or transfer of ownership. If you hold your ADRs through a "Street Name" (nominee account) these will be in book-entry form and therefore you will not have an ADR certificate.

How often will I receive account statements?

You will receive account statements following each investment activity. You will also receive a statement at the end of the year showing all year-to-date transaction activity. You should retain these statements for tax purposes.

What should I do if I lose an ADR certificate?

If your certificate is lost, stolen, or destroyed, notify BNY Mellon investor hotline +1-888-BNY-ADRs / +1-888-269-2377. Please ensure you have your Social Security Taxpayer Identification number ready when calling.

How do I change my address?

It is important that you call BNY Mellon when you move so that your account records can be updated and your dividend check is sent to the right address.

How are dividends paid and taxed?

Dividends are paid in U.S. dollars and are generally taxable, just like dividends on U.S. shares. Depending on individual circumstances, foreign taxes withheld might be applied as a credit against U.S. taxes, tax reclaim opportunities may be offered.

How can I replace a lost dividend check?

You can request the replacement of a lost dividend check by calling BNY Mellon. Upon authorization from you, a stop payment order will be placed against the original check and a replacement check will be issued to you. Please have your Social Security Number ready when calling.

How can I find out ENGIE Brasil Energia ADR dividend information?

For the most current ENGIE Brasil Energia ADR dividend information you can call BNY Mellon. Please have your account number, exact address, and exact name(s) on the account ready when you call. You can also refer to BNY Mellon website (www.adrbnymellon.com) and double click on the "Dividends and Distributions" section.

Can I have my dividends directly deposited into my bank account?

All or a portion of your cash dividend can be wired directly to your bank account. In order to take advantage of this option your bank or financial institution must be part of Automatic Clearing House (ACH). If you are interested in this option please call BNY Mellon.

Is there incidence of IOF (tax on financial transactions) on ADRs?

No, there is not IOF incidence on ADRs. Since December 24, 2013, the Brazilian Federal Government has removed the tax rate of 1.5% which was in force since 2009.

Last update on February 2019

Market Maker

ENGIE Brasil Energia has used Itauvest DTVM S.A. as its market maker since July 2011 with the purpose of improving the liquidity of the Company's shares.