elp20180530_6k2.htm - Generated by SEC Publisher for SEC Filing

Rua Coronel Dulcídio, 800
80420-170 Curitiba, Paraná
Federative Republic of Brazil
(5541) 3222-2027

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 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____

The Government of the State of Paraná published, in January 2015, the State Decree no. 34/2015 (revoked by Decree no. 6.262/2017) and State Law no. 18.875/2016, which established the Control Council for State-Owned Companies of the State of Paraná - CCEE, directly subordinated to the State Finance Secretary, with the duty of advising the Governor in the creation, sale, merge, spin-off, liquidation and extinction of companies directly or indirectly controlled by the State.

On September 21, 2015, CCEE published the Normative Deliberation no. 001/2015, which provides for general rules to be observed by companies in which the State of Paraná is a controlling shareholder in matters related to the Executive Board, Board of Directors, Fiscal Council, among others. In addition, CCEE sent the companies a "model" of corporate bylaws, recommending the adequacy to it. Copel (Holding), its wholly-owned subsidiaries and controlled companies are among the ones included in this resolution.

In view of the scenario that was unfolding in the electricity sector, within the state government and the legislative field, regarding integrity, compliance and good governance practices, Copel (Holding), in September 2015, established a working group with the goal of promoting studies and assessments aiming at adapting to the new laws, as well as verifying possible synergy gains, cost reduction, among other improvements.

While Copel (Holding) carried out these studies, on April 15, 2016, CCEE revoked Normative Deliberation no. 001/2015 with the publication of Normative Deliberation no. 001/2016 (revoked by Normative Deliberation no. 001/2018) on the regulation of certain topics that should be present in the bylaws of companies controlled by the State of Paraná.

Thus, in addition to the legislative changes at the federal and state levels, changes in the governance programs of state companies, changes in the organizational structure and reorganization of corporate duties of Copel (Holding), in order to improve its performance in the market, Copel (Holding) was obliged to carry out an evaluation of the impacts and effects of these changes for a reformulation of its bylaws.

While this evaluation was carried out, on June 30, 2016, Federal Law no. 13,303, publicly known as the State-Owned Company Responsibility Law, was promulgated, which established new standards of governance, control and transparency for companies under state control, resulting in a new challenge for the Company's technical team to organize its activities.

The scenario described above, together with the expansion and diversification of Copel (Holding) and its wholly-owned subsidiaries' businesses, the increase in control by oversight and regulatory bodies, the need to improve corporate governance best practices to safeguard the interests of the shareholders, justified the need for Copel (Holding) to propose new statutory changes.

Copel (Holding) also considered the rules defined by the Brazilian Securities and Exchange Commission - CVM in the preparation of the proposal for the adequacy of the bylaws, as of the publication of CVM Instruction no. 586/2017. The main change brought by CVM Instruction no. 586 is related to the incorporation in CVM Instruction no. 480/2009 of the companies' duty to disclose information on the application of the governance practices set forth in the Brazilian Corporate Governance Code. The rule applies to issuers registered in category A, whose shares or share certificates are admitted to trading on stock exchanges.

Accordingly, in order to adapt Copel's bylaws to the objectives set forth in Federal Law no. 13,303/2016, CVM Instruction no. 586/2017, B3's State-Owned Enterprises Governance Program and other necessary adjustments, and based on the model of bylaws proposed by CCEE and good corporate governance practices, Copel proposed a version of its bylaws comprising the changes that seek to broaden transparency and compliance, strengthening the Company's corporate governance.

Considering that there is a need for adjustments in the text by the parties, in order to improve their content, and also in view of the short deadline for submitting the material to CVM, in order to convene the General Meeting, in accordance with the Law and our Bylaws, this amendment proposal was drawn up only with minimum adjustments to the State Law, in accordance with Annex Ia and the comparative table with the appropriate justifications (Annex Ib). However, the proposal presented herein may be supplemented to include other improvements and resubmitted to CVM within the legal deadlines established for an Extraordinary Shareholders' Meeting.

Copel’s Board of Directors is a decision-making body, composed of 9 (nine) members, Brazilian, shareholders, residing in the country and elected by the General Assembly, pursuant to the Brazilian Corporation Law (Law no. 6,404/1976).

The Board of Directos has as its main duty the laying down of the overall strategy for the Company business.

In accordance with Law no. 6,404/1976 (Brazilian Corporation Law), in order to take office, all Board members shall sign a clearance certificate declaring that they are not impeded by any crimes provided for by law from performing business activities, and they shall also execute the Investiture Instrument and the Instruments of Adhesion to the Policies for Disclosure of Material Information and Maintenance of Confidentiality and for Trading of Securities issued by Copel itself, set forth by CVM Rule no. 358/2002, through which they undertake to comply with the rules therein.

Additionally, the members of the Board of Directors, in order to take office, shall sign a Management Consent Form as referred in the Corporate Governance Practices of Level 1 Regulation ("Level 1 Regulation") of B3 S.A. - Brasil, Bolsa, Balcão, and in compliance with article 25 of the Company’s Bylaws.

Copel’s Board of Directors is currently composed of 9 (nine) members and the board vacancies are filled as follows:

a) five are appointed by the State of Paraná, the Company’s main shareholder (only holders of common shares have voting rights);

b) two are appointed by BNDES Participações S.A. - BNDESPAR, as established in the Shareholders’ Agreement signed with the State of Paraná (only holders of common shares have voting rights);

c) one is appointed by the Company’s employees as established in State Law no. 8,096/1985, regulated by the Decree no. 6,343/1985 and by the State Law no. 8,681/1987 (only holders of common shares have voting rights); and

d) one is appointed by the minority of shareholders in compliance with article 239 of Law no. 6,404/1976 (Brazilian Corporation Law), being the election held separately (the controlling shareholders are not entitled to vote). Only holders of common and preferred shares have voting rights. The candidate elected is the one that obtains the highest representation percentage of the Company’s capital stock, with no minimum limit.

Thus, considering the recent substitution of the Company’s Chief Executive Office, which is a statutory member of the Board of Directors, the Company presents for consideration and vote of Shareholders, to fill the vacant position of the Board of Directors, to complete the 2017-2019 term of office:

· JONEL NAZARENO IURK - to fill the vacant position due to substitution of the member Antonio Sergio de Souza Guetter, according to OF CEE/G 108/18, of April 16, 2018.

I a. THE COMPANY’S BYLAWS HIGHLIGHTING THE ALTERATION PROPOSALS, IN COMPLIANCE WITH ARTICLE 11 OF CVM RULE NO. 481/09

I b. THE COMPANY’S BYLAWS ALTERATION PROPOSALS WITH DESCRIPTION OF THE CURRENT ARTICLES AND THE NEW PROPOSED ARTICLES AND THE DUE JUSTIFICATIONS FOR THE ALTERATIONS, IN COMPLIANCE WITH ARTICLE 11 OF CVM RULE NO. 481/09

I. Message from the Chairman of the Board of Directors

It is with immense pleasure that I present to you this Manual for Participation in the General Shareholders’ Meeting of the Companhia Paranaense de Energia - Copel, with general guidance for an effective participation and exercise of the vote.

This manual has been prepared based on Copel's Corporate Governance policy, which is founded on transparency and equity.

The manual aims to present, in a clear and brief way, the information related to the Company’s General Shareholders’ Meeting, seeking thereby to contribute for the understanding of the proposals for resolution and to encourage the participation of shareholders in the events of the annual corporate agenda of the Company.

Copel’s 197^thExtraordinary General Meeting was called for June 28, 2018, at 9:30 a.m., at the Company’s headquarters located at Rua Coronel Dulcídio nº 800, in the city of Curitiba.

The matters to be presented in the Extraordinary General Meeting for the resolution of the shareholders are described in the Call Notice and in this manual as well as the types of shares granting the right to vote on the item of the agenda. Given the current number of Company shareholders, this manual seeks to encourage and enable participation in the General Meeting.

Your participation is very important, considering that issues relevant to the Company and its shareholders are dealt with in the General Shareholders’ Meetings.

Copel’s shareholders may take part in the General Meeting by attending the meeting at the Company’s headquarters and voting or by appointing a proxy with powers to represent him/her, as described below.

The shareholder wishing to take part in the Extraordinary General Meeting shall arrive a few minutes before the time indicated in the Call Notice and bear the following documents:

· Identity card (RG), Alien’s Identity Card (RNE), Brazilian Driver’s License (CNH) or an accreditation card issued by an official professional organization; and

· Proof as Company shareholder issued by a depositary financial institution or a custodian agent or through the shareholding position issued by Copel.

The shareholder who is not able to attend the meeting and wishes to take part in the Extraordinary General Meeting may appoint a proxy with powers to represent him/her.

Pursuant to Article 126, paragraph 1, of the Brazilian Corporation Law no. 6,404/1976, the proxy shall be a shareholder, lawyer or manager of the Company or of a financial institution/investment fund. The proxy shall have been appointed not more than one year before the date of the Annual General Meeting.

· Power of attorney with special powers for representation at Copel’s General Meeting, bearing a notarized signature of the grantee (shareholder);

· Bylaws or Article of Incorporation and the instrument of election/appointment of the managers in the event of the grantee being a legal entity; and

· Proof of ownership of the shares issued by the Company, conferred by the depositary financial institution and/or custodian.

Note: the documents mentioned above shall be forwarded to Copel’s headquarters, Diretoria de Finanças e de Relações com Investidores, Departamento de Acionistas e Custódia, at Rua Coronel Dulcídio nº 800 - 3º andar, preferably 48 hours prior to the Meeting.

The financial depositary institution of American Depositary Receipts (ADRs) in the United States, The Bank of New York Mellon, will send the powers of attorney to the holders of ADRs, so that they exercise their voting right at the Extraordinary General Meeting.

The participation shall take place through Banco Itaú, representative of The Bank of New York Mellon in Brazil.

Should there be any doubt concerning the Extraordinary General Meeting procedures and deadlines, please contact the Shareholders and Custody Department (Departamento de Acionistas e Custódia) at the telephone number (55 41) 3331-4269 or through the e-mail address acionistas@copel.com.

The Shareholders of Companhia Paranaense de Energia - Copel are invited to attend the Extraordinary General Meeting to be held on June 28, 2018, at 9:30 a.m. at the Company’s head office located at Rua Coronel Dulcídio nº 800, Curitiba, to decide on the following agenda:

1. Analysis, discussion and voting on the proposal for alteration of the Company’s Bylaws; and

2. Analysis, discussion and voting on the proposal for substitution of members in the Company’s Board of Directors.

Notes: a) Documents referring to the matters to be discussed at the Extraordinary General Meeting, in addition to the Manual for Attendance in Meetings, are available for shareholders’ consultation at the Company’s headquarters as well as on its website (ri.copel.com); b) The Company’s shareholders shall take part in the Extraordinary General Meeting by attending it and casting his/her vote on the meeting’s agenda items or by appointing a proxy with powers to represent him/her; and c) Powers-of-attorney for the Extraordinary General Meeting shall be filed at the Company’s head office, at the Chief Financial and Investor Relations Office, at the Shareholders and Custody Department of the Chief Financial and Investors’ Relations Office, at Rua Coronel Dulcídio nº 800 - 3º andar, Curitiba, at least forty-eight hours prior to the meeting.

This Call Notice will be published, pursuant to the Brazilian Corporation Law, in the Official Gazette of the State of Paraná and in the newspaper Folha de Londrina as from May 30, 2018, being also available on the Company’s website (ir.copel.com) and on the proper websites both of Comissão de Valores Mobiliários - CVM and B3 S.A. - Brasil, Bolsa, Balcão.

IV. Information on the matters to be examined and discussed at the 197^th Extraordinary General Meeting

Below the Company’s Management presents some clarifications related to the items for resolution at the Extraordinary General Meeting for the exercise of a conscious vote:

è Analysis, discussion and voting on the proposal for alteration of the Company’s Bylaws.

by CVM Instruction no. 586 is related to the incorporation in CVM Instruction no. 480/2009 of the companies' duty to disclose information on the application of the governance practices set forth in the Brazilian Corporate Governance Code. The rule applies to issuers registered in category A, whose shares or share certificates are admitted to trading on stock exchanges.

Considering that there is a need for adjustments in the text by the parties, in order to improve their content, and also in view of the short deadline for submitting the material to CVM, in order to convene the General Meeting, in accordance with the Law and our Bylaws, this amendment proposal was drawn up only with minimum adjustments to the State Law, in accordance with Annex I a and the comparative table with the appropriate justifications (Annex I b). However, the proposal presented herein may be supplemented to include other improvements and resubmitted to CVM within the legal deadlines established for an Extraordinary Shareholders' Meeting.

Enclosure I a. THE COMPANY’S BYLAWS HIGHLIGHTING THE ALTERATION PROPOSALS, IN COMPLIANCE WITH ARTICLE 11 OF CVM RULE NO. 481/09

I b. THE COMPANY’S BYLAWS ALTERATION PROPOSALS WITH DESCRIPTION OF THE CURRENT ARTICLES AND THE NEW PROPOSED ARTICLES AND THE DUE JUSTIFICATIONS FOR THE ALTERATIONS, IN COMPLIANCE WITH ARTICLE 11 OF CVM RULE NO. 481/09

This matter was analyzed by the Company’s Board of Directors in its 172^nd Extraordinary Meeting, held on May 29, 2018.

è Analysis, discussion and voting on the proposal for substitution of member in the Company’s Board of Directors

The Board of Directos has as its main duty the laying down of the overall strategy for the Company business.

Copel’s Board of Directors is currently composed of 9 (nine) members and the board vacancies are filled as follows:

a) five are appointed by the State of Paraná, the Company’s main shareholder (only holders of common shares have voting rights);

b) two are appointed by BNDES Participações S.A. - BNDESPAR, as established in the Shareholders’ Agreement signed with the State of Paraná (only holders of common shares have voting rights);

· JONEL NAZARENO IURK - to fill the vacant position due to substitution of the member Antonio Sergio de Souza Guetter, according to OF CEE/G 108/18, of April 16, 2018.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

COMPANHIA PARANAENSE DE ENERGIA – COPEL

By:	/S/ Jonel Nazareno Iurk
	Jonel Nazareno Iurk Chief Executive Officer

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.


	TABLE OF CONTENTS

I.	Message from the Chairman of the Board of Directors	3

II. Guidance for Participation in the General Shareholders’ Meeting		4
	Attending Shareholder	4
	Shareholder Represented by Proxy	4
	Holders of ADRs	4

III. Call Notice		5

IV.Information on the matters to be examined and discussed at the 197^thExtraordinary
	General Meeting	6
	Analysis, discussion and voting on the proposal for alteration of the Company’s Bylaws	6
	Analysis, discussion and voting on the proposal for substitution of member in the Company’s Board of Directors	7

I. Message from the Chairman of the Board of Directors

IV. Information on the matters to be examined and discussed at the 197^th Extraordinary General Meeting

I. Message from the Chairman of the Board of Directors

IV. Information on the matters to be examined and discussed at the 197th Extraordinary General Meeting

IV. Information on the matters to be examined and discussed at the 197^th Extraordinary General Meeting