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____.
CPFL ENERGIA S.A.
Publicly Held Company
CNPJ 02.429.144/0001-93
NOTICE TO THE MARKET
Dividend Distribution Policy
A CPFL Energia S.A. (“CPFL Energia” or “Company”), in compliance with the provisions of art. 157, paragraph 4° of the Brazilian Corporate Law and of CVM Ruling No. 358/02, hereby informs to its shareholders and to the market that its Board of Directors approved, at the meeting held on the date hereof, the adoption of a dividend distribution policy (“Dividend Policy”).
Such Dividend Policy determines that the Company should distribute annually, as dividends, at least 50% of the adjusted net income, in accordance with the Brazilian Corporate Law. Furthermore, the Dividend Policy sets out the factors that will influence the amount of the distributions, such as the Company’s financial conditions, its future prospects, the macroeconomic conditions, tariff reviews and adjustments, regulatory changes and the Company’s growth strategies, as well as other issues considered relevant by the Board of Directors and the shareholders. The Dividend Policy also highlights that certain obligations contained in the Company’s financial contracts may limit the amount of dividends and/or interest on own capital that may be distributed, provided that, according to the Company’s tax planning, it may be determined that the distribution of interest on own capital, in the future, is of the Company’s interest.
The approved Dividend Policy is merely indicative, with the purpose of signaling to the market the treatment that the Company intends to give to the distribution of dividends to its shareholders, having, therefore, a programmatic character, not binding upon the Company or its governing bodies.
The Company’s Dividend Policy is available for consultation at CVM’s website (http://sistemas.cvm.gov.br/?CiaDoc), as well as on the Company’s Investors Relations website (www.cpfl.com.br/ir).
Campinas, May 21, 2019
CPFL ENERGIA S.A.
YueHui Pan
Chief Financial and Investors Relations Officer
CPFL ENERGIA S.A.
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YueHui Pan
Chief Financial Officer and Head of Investor Relations |
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.