ENEVA S.A.

In Judicial Recovery
Corporate Taxpayers ID (CNPJ/MF): 04.423.567/0001-21
Company Registry (NIRE): 33.3.0028402-8
Publicly-Held Company
MINUTES OF THE BOARD OF DIRECTORS MEETING
HELD ON JUNE 1, 2015
I.
DATE, TIME AND VENUE: June 1, 2015, at 10:00 a.m., at the headquarters of ENEVA
S.A. In Judicial Recovery (Company), at Praia do Flamengo, 66, 7th floor, in the city and
state of Rio de Janeiro.
II.
CALL NOTICE AND ATTENDANCE: The meeting was called pursuant to the Companys
Bylaws and the applicable laws, with the attendance of the following members of the
Companys Board of Directors: Fabio Bicudo, Jrgen Kildahl, Adriano Castello Branco Gonalves,
Keith Plowman and Marcos Grodetzky. The Executive Officers, Messrs. Alexandre Americano
and Ricardo Levy, and Mr. Rodrigo Beraldo were also invited to the meeting.
III.
PRESIDING: All members of the Companys Board of Directors attended the meeting,
Mr. Fabio Bicudo chaired the meeting and invited Mr. Rodrigo Beraldo to act as secretary.
IV.
AGENDA: To resolve on the calling for the Companys Extraordinary Shareholders
Meeting to resolve on the following agenda:
(i) the private capital increase of the Company totaling up to three billion, six hundred, fifty
million Reais and ten cents (R$3,650,000,000.10), by issuing for private subscription up to
twenty-four billion, three hundred, thirty-three million, three hundred, thirty-three thousand,
three hundred and thirty-four (24,333,333,334) non-par, book-entry, registered, common
shares, with eventual partial ratification if, at least, two billion Reais and ten cents
(R$2,000,000,000.10) are subscribed, by issuing, at least, thirteen billion, three hundred,
thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four
(13,333,333,334) non-par, book-entry, registered, common shares, at the issue price of fifteen
cents of Real (R$0.15) per share (Capital Increase); (ii) the ratification of engagement of
KPMG Corporate Finance Ltda. (KPMG) and G5 Consultoria e Assessoria Ltda. (G5
Evercore) as the institutions liable for preparing the valuation reports on assets to be credited
to the Companys Capital Increase; and (iii) the approval of the respective valuation reports.
V.
RESOLUTIONS: The meeting of the Board of Directors was installed and, after
examining and discussing the matters of the agenda, the attending Board members, pursuant
to the Companys Bylaws:
5.1
Unanimously approved the calling for the Companys Shareholders Meeting to resolve
on the following matters:
5.1.1. The Companys private capital increase totaling up to three billion, six
hundred, fifty million Reais and ten cents (R$3,650,000,000.10), by issuing for private

subscription up to twenty-four billion, three hundred, thirty-three million, three hundred,

thirty-three thousand, three hundred and thirty-four (24,333,333,334) non-par, book-entry,
registered, common shares, with eventual partial ratification if, at least, two billion Reais and
ten cents (R$2,000,000,000.10) are subscribed, by issuing, at least, thirteen billion, three
hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirtyfour (13,333,333,334) non-par, book-entry, registered, common shares, at the issue price of
fifteen cents of Real (R$0.15) per share, as follows:
5.1.1.1 The issue price will be fifteen cents of Real (R$0.15) per common
share, as widely reported during the approval process of the Companys Judicial
Recovery Plan, approved at the Creditors General Meeting on 30 April 2015 and
homologated on May 15, 2015, representing a discount of 62.4% compared to the
volume weighted average price of the Companys common shares traded at the
BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros within 60 days prior to
February 12, 2015, when the first version of the Judicial Recovery Plan was disclosed,
as authorized by item III, Paragraph 1, Article 170 of Law No. 6,404/76 (Brazilian
Corporation Law). The private capital increase was the proposed measure to ensure
economic and financial sustainability of the Company, pursuant to Law No. 11,101/05,
and the discount in the issue price required to enable the approval by the creditors of
the Company and Eneva Participaes S.A. In Judicial Recovery (Eneva
Participaes), which was determined according to negotiations between
independent parties under the Judicial Recovery Plan.
5.1.1.2 The new common shares shall have the same rights and privileges of
the Companys common shares, pursuant to the Companys Bylaws.
5.1.1.3 Once approved the Capital Increase by the Companys Extraordinary
Shareholders Meeting, the subscription of new common shares issued by the
Company shall remain subject to the approval by the Brazils Antitrust Agency (CADE)
and other precedent conditions provided for under the terms of the Judicial Recovery
Plan and the binding Confirmation Letter entered into between the Company and DD
Brazil Holdings S..R.L, Banco BTG Pactual S.A., Petra Energia S.A., Ita Unibanco S.A.
and Gemlik RJ Participaes S.A. Thus, until these conditions are implemented or
waived, where applicable, a notice to shareholders to start the subscription period will
not be released.
5.1.1.4 The grant of preemptive right to the Companys current shareholders
in the subscription of common shares within the scope of the private capital increase
at the proportion of their interest in the Companys capital stock shall occur on a date
to be disclosed on a notice to shareholders, pursuant to Article 171 of the Brazilian
Corporation Law, after resolution at the Shareholders Meeting.
5.1.1.5 The term to current shareholders exercise their preemptive right will
start on a date to be determined in the notice to shareholders and will end after
elapsing, at least, thirty (30) consecutive days. After such period, in the event of
unsubscribed shares, the Companys shareholders and/or assignees of preemptive

rights who have expressly declared in their subscription lists their intention to
subscribe unsold shares, they shall subscribe these shares within term to be released
by the Company through notice to shareholders. If private capital increase is not fully
subscribed, the Companys Board of Directors may partially approve the capital
increase, as per instructions in the notice to shareholders, the Brazilian Corporation
Law and the applicable rules issued by the CVM.
5.1.1.6 After subscription and payment of shares of capital increase to be
resolved at the Shareholders Meeting, a new Board of Directors Meeting shall be
called to ratify the capital increase.
5.1.2 Ratification of engagement of KPMG, as the institution liable for preparing the
valuation report on BPMB Parnaba S.A.s shares for the purposes of payment of
Capital Increase by Banco BTG Pactual S.A. (Valuation Report of BPMB);
5.1.3 Ratification of engagement of KPMG, as the institution liable for preparing the
valuation report on shares issued by Parnaba Gs Natural S.A. (PGN) and Eneva
Participaes for the purposes of payment of Capital Increase by DD Brazil Holdings
S..R.L. (Valuation Report on E.ON Assets);
5.1.4 Ratification of engagement of G5 Evercore, as the institution liable for
preparing the valuation report on Parnaba III Gerao de Energia S.A.s shares for the
purposes of payment of Capital Increase by Gemlik RJ Participaes S.A. (Parnaba III
Valuation Report);
5.1.5 Ratification of engagement of G5 Evercore, as the institution liable for
preparing the valuation report on shares issued by Parnaba I Gerao de Energia S.A.,
Parnaba IV Gerao de Energia S.A. and Parnaba Gerao e Comercializao de
Energia S.A. for the purposes of payment of Capital Increase by Petra Energia S.A.
(Valuation Report on Petra Assets);
5.1.6

The approval of the Valuation Report on BPMB;

5.1.7

The approval of the Valuation Report on E.ON Assets;

5.1.8

The approval of the Parnaba III Valuation Report; and

5.1.9

The approval of the Valuation Report on Petra Assets.

5.2.
Authorized the Companys Management to take all the measures necessary or
convenient to implement the Capital Increase and the resolutions mentioned above.
VI.
CLOSURE AND DRAWING UP OF THE MINUTES: At 11:15 a.m., there being no further
business to address, the meeting was adjourned to draw up these minutes which were then
read, found to be in compliance and signed by the attending Board members. Signatures:
Fabio Bicudo, Chairman, and Rodrigo Beraldo, Secretary.

- This is a free English translation of the Minutes of the Board of Directors Meeting of ENEVA
S.A. In Judicial Recovery, held on June 1, 2015, at 10:00 a.m., drawn up in the Companys
records and signed by members of the Companys Board of Directors. Rio de Janeiro, June 1, 2015.
Rodrigo Beraldo
Secretary