Management Proposal of the Extraordinary General Meeting 07.02.2015

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ENEVA S.A. In Judicial Recovery

National Corporate Taxpayers Register (CNPJ/MF) No. 04.423.567/0001-21

(Publicly-traded Company)

PROPOSAL OF THE MANAGEMENT TO THE SPECIAL SHAREHOLDERS MEETING TO BE HELD ON

JULY 2, 2015, AT 10:00 a.m., ACCORDING TO CALL NOTICE

Dear Shareholders,

The Management of ENEVA S.A. In Judicial Recovery (Company or ENEVA), under the

applicable law and the By-laws of the Company, in order to meet the interests of the Company,

hereby proposes to you, by virtue of the Special shareholders Meeting, to resolve on the

following:

(i) the capital increase of the Company in the aggregate amount of up to three billion, six

hundred and fifty million Reais and ten cents (R$3,650,000,000.10), by private subscription issue

of up to twenty-four billion, three hundred and thirty-three million, three hundred and thirty-

three thousand, three hundred and thirty-four (24,333,333,334) common, registered, book-entry

shares, with no par value, with the possibility of partial approval in case of subscription of at

least two billion Reais and ten cents (R$2,000,000,000.10), by issuing at least thirteen billion,

three hundred and thirty-three million, three hundred and thirty-three thousand, three hundred

and thirty-four (13,333,333,334) common, registered, book-entry shares, with no par value, at

an issue price of fifteen cents of Real (R$0.15) per share.

The Companys Management proposes to approve an increase of the capital stock of the Company

in the minimum amount of two billion Reais and ten cents (R$2,000,000,000.10) and maximum

amount of three billion, six hundred and fifty million Reais and ten cents (R$3,650,000,000.10), by

private subscription issue of at least thirteen billion, three hundred and thirty-three million, three

hundred and thirty-three thousand, three hundred and thirty-four (13,333,333,334) and at most

twenty-four billion, three hundred and thirty-three million, three hundred and thirty-three

thousand, three hundred and thirty-four (24,333,333,334) common, registered, book-entry shares,

with no par value, at an issue price of fifteen cents of Real (R$0.15) per share, fixed as set forth in

Article 170, Paragraph 1, subparagraph III, Law No. 6404, of December 15, 1976 (Private Capital

Increase and Corporation Law, respectively).

As a critical step to implement the Judicial Recovery Plan submitted by the Company and its

subsidiary Eneva Participaes S.A. In Judicial Recovery (collectively with the Company, the

Companies under Reorganization), which was approved on April 30, 2015 by the creditors of the

Company and approved on May 12, 2015 by the 4th Corporate Court of the Judicial District of Rio

de Janeiro (Judicial Recovery Plan), and as an essential step to overcome the economic and

financial crisis which the Company has been facing, the Private Capital Increase is being proposed

for the purpose of fitting the capital structure of the Company and enable the contribution of

assets capable of generating cash for it and/or cooperate with its strategic positioning.

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As a result of the Judicial Recovery Plan and implementation of the Private Capital Increase, its

indebtedness will be reduced (approximately sixty percent (60%) of the debt of the Company will

be reduced) and the forty percent (40%) balance will be rearranged as long-term debt, thus

enabling it to strengthen its working capital and to attain the restructuring contemplated in the

Judicial Recovery Plan. As proposed and in line with the approved provisions of the Judicial

Recovery Plan, the Private Capital Increase shall be carried out upon subscription of new shares by

means of payment in (a) cash, (b) credits, and (c) property.

Exhibit I to this proposal contains the information required by Article 14 of Brazilian Securities

Commission Instruction (CVM) No. 481, of December 17, 2009 (ICVM 481).

(ii) the ratification of the hiring of KPMG Corporate Finance Ltda. (KPMG) as the institution in

charge of preparing the appraisal report on the shares issued by BPMB Parnaba S.A. (BPMB)

for purposes of payment of the Capital Increase by Banco BTG Pactual S.A. (BTGP and BPMB

Appraisal Report, respectively).

The information required under Article 21 of ICVM 481 with respect to the appraiser is described

in Exhibit II-A to this proposal.

(iii) the ratification of the hiring of KPMG as the institution in charge of preparing the appraisal

report on the shares issued by Parnaba Gs Natural S.A. (PGN) and by Eneva Participaes

S.A. In Judicial Recovery (JV) for purposes of payment of the Capital Increase by DD Brazil

Holdings S..R.L. (EON and E.ON Assets Appraisal Report, respectively).


in Exhibit II-A to this proposal.

(iv) the ratification of the hiring of G5 Consultoria e Assessoria Ltda. (G5 Evercore) as the

institution in charge of preparing the appraisal report on the shares issued by Parnaba III

Gerao de Energia S.A. (Parnaba III) for purposes of payment of the Capital Increase by

Gemlik RJ Participaes S.A. (Gemlik and Parnaba III Appraisal Report, respectively).


in Exhibit II-B to this proposal.

(v) the ratification of the hiring of G5 Evercore as the institution in charge of preparing the

appraisal report on the shares issued by Parnaba I Gerao de Energia S.A. (Parnaba I), by

Parnaba IV Gerao de Energia S.A. (Parnaba IV), and by Parnaba Gerao e

Comercializao de Energia S.A. (Parnaba Comercializao) for purposes of payment of the

Capital Increase by Petra Energia S.A. (Petra and Petra Assets Appraisal Report,

respectively).

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in Exhibit II-B to this proposal.

(vi) the approval of the BPMB Appraisal Report for purposes of payment of the shares to be

subscribed in the Private Capital Increase.

The BPMB Appraisal Report to be contributed in the Private Capital Increase by BTGP is contained

in Exhibit III-A to this Proposal.

The management of the Company submits the BPMB Appraisal Report to the approval of the

shareholders of the Company for purposes of payment of the shares to be subscribed in the

Private Capital Increase in the amount of six hundred and eighty-eight million Reais

(R$688,000,000.00).

(vii) the approval of the E.ON Assets Appraisal Report for purposes of payment of the shares to

be subscribed in the Private Capital Increase.

The E.ON Assets Appraisal Report to be contributed in the Private Capital Increase by E.ON is

contained in Exhibit III-B to this Proposal.

The management of the Company submits the E.ON Assets Appraisal Report to the approval of the


Private Capital Increase in the amount of two hundred and forty million Reais (R$240,000,000.00).

Exhibit IV contains the information required under Article 8 of ICVM 481, as the assets appraised

are owned by E.ON.

(viii) the approval of the Parnaba III Appraisal Report for purposes of payment of the shares to


The Parnaba III Appraisal Report, whose shares are to be contributed by Gemlik in the Private

Capital Increase by Parnaba III, is contained in Exhibit III-C to this Proposal.

The management of the Company submits the Parnaba III Appraisal Report to the approval of the


Private Capital Increase in the amount of ninety-four million six hundred and nine thousand seven

hundred and thirty-two Reais and fifty-one cents (R$94,609,732.51).

(ix) the approval of the Petra Assets Appraisal Report for purposes of payment of the shares to


The Petra Assets Appraisal Report to be contributed in the Private Capital Increase is contained in

Exhibit III-D to this Proposal.

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The management of the Company submits the Petra Assets Appraisal Report to the approval of

the shareholders of the Company for purposes of payment of the shares to be subscribed in the

Private Capital Increase in the amount of two hundred and eighty-two million eight hundred and

forty-nine thousand four hundred and eighty-seven Reais and forty-nine cents

(R$282,849,487.49).

GENERAL MEETING ATTENDING CLARIFICATIONS:

In order to attend the Meeting, the Shareholders shall attend personally or by means of an

attorney-in-fact, at the time and place of the Meeting, as set forth in the respective Call Notice,

with the following documents:

(a) Individual Shareholder:

(i) Shareholders Identity Card;

(ii) Evidence of the agent holding the shares of the Company, containing respective

shareholding, dated up to two (2) business days before the Shareholders

Meeting; and

(iii) In case the meeting is attended by an attorney-in-fact, the documents listed in

item (c) below.

(b) Legal Entity Shareholder:

(i) Identity Card of the attending legal representative or attorney-in-fact;

(ii) Evidence of the agent holding the shares of the Company, containing respective

shareholding, dated up to two (2) business days before the Shareholders

Meeting;

(iii) Updated by-laws or articles of association filed with the relevant body;

(iv) Document demonstrating representation powers: minutes of appointment of the

attending legal representative or person who executed the power of attorney, as

the case may be;

(v) If represented by an attorney-in-fact, the documents listed in item (c) below; and

(vi) In case of investment funds, the regulations and documents of the administration

thereof, as listed in item iv above.

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(c) Shareholder represented by an attorney-in-fact:

In the event the Shareholder prefers to be represented by an attorney-in-fact, it shall further

submit the following document:

(i) Power of attorney, with certified signature, issued at least one (1) year before the

date the Meeting is held, as set forth in the law (Article 126, paragraph one of the

Corporation Law). The attorney-in-fact shall be a shareholder, manager of the

Company, attorney-at-law, financial institution or investment fund manager

representing the fund members; and

(ii) Attorney-in-facts identity card.

Note: Powers of attorney granted outside Brazil shall be notarized by a notary public duly

qualified for that purpose, consularized in the Brazilian consulate and translated into

Portuguese by a certified translator.

The Company, in order to make it easier to organize the proceedings, hereby requests that the

documents above are submitted within two (2) business days before the Meeting by messenger,

mail or e-mail (in the latter case, the hardcopy must be submitted on the day of the Meeting) to

the addressees below:

Submission of hardcopies:

Attn: Corporative Department

Praia do Flamengo, 66, 7 andar

Rio de Janeiro, CEP 22210-903

Submission of document by e-mail:

Please insert subject: ENEVA Shareholders

Meeting Documents July 2, 2015

E-mail: [email protected]

However, the Company stresses that prior submission of documents is intended to speed up the

proceedings, and this is not mandatory to attend the Meeting.

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Finally, the Company further clarifies that this Proposal of the Management and the Notice of such

Meeting are available on the CVM (www.cvm.gov.br), BM&FBOVESPA (www.bmfbovespa.com.br)

and the Company Investor Relation Department (http://ir.eneva.com.br) websites. Additionally,

the documents listed in this proposal, including those required by ICVM 481, are available for the

shareholders at the principal place of business of the Company.

Rio de Janeiro, June 2, 2015.

The Management.

Fabio Bicudo

Chairman of the Board of Directors

ENEVA S.A. In Judicial Recovery

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EXHIBIT I

CAPITAL INCREASE

In compliance with Article 14 of ICVM 481, the Company clarifies below some aspects of the

proposed capital increase to be resolved at the Meeting:

1. Provide the increase amount and the new capital stock

The Private Capital Increase shall be at least two billion Reais and ten cents

(R$2,000,000,000.10) and at most three billion, six hundred and fifty million Reais and ten cents

(R$3,650,000,000.10), by private issue of at least thirteen billion, three hundred and thirty-three

million, three hundred and thirty-three thousand, three hundred and thirty-four (13,333,333,334),

and at most twenty-four billion, three hundred and thirty-three million, three hundred and thirty-

three thousand, three hundred and thirty-four (24,333,333,334) common, book-entry shares, with

no par value, at an issue price of fifteen cents of Real (R$0.15) per Share, fixed as set forth in

Article 170, paragraph one, subparagraph III, of the Corporation Law.

Assuming that the minimum amount of the Private Capital Increase described above is

subscribed, after completion of the Private Capital Increase, the capital stock of the Company shall

then be six billion, seven hundred and eleven million, three hundred and thirty-seven thousand,

ninety-four Reais and six cents (R$6,711,337,094.06), divided into up to fourteen billion, one

hundred and seventy-three million, four hundred and thirty-nine thousand, four hundred and

forty-one (14,173,439,441) common, book-entry shares, with no par value.

Assuming that the maximum amount of the Private Capital Increase described above is

subscribed, after completion of the Private Capital Increase, the capital stock of the Company shall

then be eight billion, three hundred and sixty-one million, three hundred and thirty-seven

thousand, ninety-four Reais and six cents (R$8,361,337,094,06), divided into up to twenty-five

billion, one hundred and seventy-three million, four hundred and thirty-nine thousand, four

hundred and forty-one (25,173,439,441) common, book-entry shares, with no par value.

2. Inform whether the increase will be made upon: (a) conversion of debentures into shares; (b)

exercise of the right of subscription or warrants; (c) capitalization of profits or reserves; or (d)

subscription of new shares.

The Private Capital Increase shall be made upon subscription of new shares, and the payment

may be made in (a) cash, (b) assets, or (c) credits, in accordance with the stages described in item

3 below.

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3. Explain in detail the reasons for the increase and the legal and economic consequences

thereof

Justification for the Private Capital Increase

3.1 Financial Background and Court-supervised Reorganization Proceeding of the Company

As a result of certain operational and regulatory problems that affected the cash of the

operating companies controlled by the Company, the latter experienced an increase in its

indebtedness in 2013 and 2014 and executed, on September 22, 2014, with its main financial

creditors, an agreement to suspend until November 21, 2014 the repayment and payment of

interest of financial transactions undertaken by the Company and its subsidiaries (Standstill

Agreement).

However, by virtue (i) of the failure to revalidate the Standstill Agreement; and (ii) failure by

the Company and financial institutions to reach an agreement on the implementation of the

Company stabilization plan in order to strengthen the capital structure and actions to rearrange

the Companys financial debts, the Company had no other option but to file a request for court-

supervised reorganization proceeding on December 9, 2014 (Court-supervised Reorganization

Proceeding).

On April 30, 2015, the Judicial Recovery Plan was approved by creditors holding eighty-one

point forty-seven percent (81.47%) of the total claims against the Company and JV, which was

approved by the 4th Corporate Court of the Judicial District of Rio de Janeiro on May 12, 2015.

On March 31, 2015, the (non-consolidated) gross debt of the Company amounted to two billion

four hundred and thirty-three million five hundred and ninety thousand four hundred and sixty-

four Reais and forty-one cents (R$2,433,590,464.41), fully concentrated on short-term financing.

Over the past 12 months, the shares of the Company fell eighty-seven point seven percent

(87.7%), and both Ibovespa and IEE were up one point five percent (1.5%) and ten point seven

percent (10.7%), respectively.

The completion of the Private Capital Increase is an essential step for implementation of the

Judicial Recovery Plan, preservation of the Company, and recovery of its financial stability.

Although the Company has various projects with a high potential to generate value for its

shareholders, in order for that potential to be achieved and for the Company to recover from the

economic and financial crisis which resulted in the request for Court-Supervised Reorganization,

the Company must restructure its capital by means of this Private Capital Increase.

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3.2 Main aspects of the Judicial Recovery Plan

In addition to contemplating the Private Capital Increase, the Judicial Recovery Plan sets out

the following steps with regards to the indebtedness with the Unsecured Creditors, which

represent more than ninety-nine percent (99%) of the total liabilities subject to the effects of the

Judicial Recovery Plan:

(i) full payment of up to two hundred and fifty thousand Reais (R$250,000.00) per

Unsecured Creditor, in accordance with the amount of the respective credit;

(ii) mandatory obligation of the amount of twenty percent (20%) of the unsecured credits,

upon application of discount on the amount of each unsecured credit in the amount in

excess of two hundred and fifty thousand (R$250,000.00) paid in accordance with item

(i) above;

(iii) mandatory obligation by means of credit capitalization of forty percent (40%) of the

unsecured credits in excess of two hundred and fifty thousand (R$250,000.00) paid in

accordance with item (i) above; and

(iv) rearrangement of the remaining balance of the unsecured credits to be paid within 13

years, with a interest payment grace period of four years and principal repayment

grace period of eight years.

3.3 Stages of the Private Capital Increase

The Private Capital Increase shall be carried out under the context of the Judicial Recovery Plan

and the binding Letter of Confirmation executed by the Company with E.ON, BTGP, Petra, Ita

Unibanco S.A. (Ita) and Gemlik (collectively, Subscribers), attached hereto and made an

integral part of the Judicial Recovery Plan and made available in the CVM System on April 30, 2015

and May 25, 2015 (Letter of Confirmation), which sets forth the general conditions under which

each one of the Subscribers shall participate in the Private Capital Increase, upon compliance or

waiver, as applicable, of all conditions precedent set forth therein and in the Judicial Recovery

Plan, observing the preemptive right of the other shareholders of the Company, under the

applicable law.

The subscription and payment of the Private Capital Increase shall be made by the Subscribers

with assets, cash or credits.

3.3.1 Approval by CADE and Conditions Precedent for the Judicial Recovery Plan

The actual Private Capital Increase is subject to prior approval of the Brazilian Antitrust

Authority CADE (CADE), and obtaining approval without restrictions by CADE is a condition

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precedent for subscription of the Private Capital Increase, in accordance with the Judicial Recovery

Plan.

The actual Private Capital Increase is further subject to compliance with or waiver of, as

applicable, certain Conditions Precedent described in the Judicial Recovery Plan and the Letter of

Confirmation.

Thus, if the Private Capital Increase is approved by the Shareholders Meeting, such approval

shall be ineffective and the notice to shareholders intended to inform of the start of the

subscription period of the Private Capital Increase shall only be published when all Conditions

Precedent, including approval by CADE, are implemented or waived, as applicable, in accordance

with the Judicial Recovery Plan.

The Judicial Recovery Plan and the Letter of Confirmation were approved in the CVM System by

the Company on April 10, 2015, April 30, 2015 and May 25, 2015.

3.3.2 Capital Increase with Payment in Assets

(1) 9.09% of the shares issued by PGN: E.ON undertook to subscribe and pay in new

shares issued by Company, upon contribution of nine point zero nine percent (9.09%) of the

shares issued by PGN, in the amount of eighty-one million, four hundred thousand Reais

(R$81,400,000.00). Completion of the transaction is subject to certain conditions set forth in the

Judicial Recovery Plan and the Letter of Confirmation.

(2) 50% of the shares issued by JV: E.ON undertook to subscribe and pay in new

shares issued by Company, upon contribution of fifty percent (50%) of the shares issued by JV, in

the amount of one hundred and fifty-eight million, six hundred thousand Reais

(R$158,600,000.00). Completion of the transaction is subject to certain conditions set forth in the

Judicial Recovery Plan and the Letter of Confirmation.

(3) 30% of the shares issued by Parnaba Companies: Petra (and/or its successors in

the assets to be contributed) undertook to subscribe and pay in new shares issued by the

Company, upon contribution of thirty percent (30%) of the shares issued by companies Parnaba I,

Parnaba IV, and Parnaba Comercializao (the Parnaba Companies), in an amount

corresponding to two hundred and eighty-two million, eight hundred and forty-nine thousand,

four hundred and eighty-seven Reais and forty-nine cents (R$282,849,487.49). Completion of the

transaction is subject to certain conditions set forth in the Judicial Recovery Plan and the Letter of

Confirmation.

(4) 30% of the shares issued by Parnaba III: Gemlik shall, as successors of Petra

regarding the rights and obligations of Petra in Parnaba III, subscribe and pay in new shares issued

by Company upon contribution of 30% of the shares issued by Parnaba III as previously held by

Petra, which Petra had undertaken, and Gemlik later undertook, to contribute in the Private

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Capital Increase, in the amount of ninety-four million, six hundred and nine thousand, seven

hundred and thirty-two Reais and fifty-one cents (R$94,609,732.51). Completion of the

transaction is subject to certain conditions set forth in the Judicial Recovery Plan and the Letter of

Confirmation (subject to the corresponding assignment by Petra of its rights and obligations to

Gemlik).

(5) 100% of the shares issued by BPMB: BTGP undertook to subscribe and pay in new

shares issued by the Company in an amount corresponding to six hundred and eighty-eight million

Reais (R$688,000,000.00), upon contribution of 100% of the shares issued by BPMB. BPMB holds

30% of the concession rights to exploit Exploitation Blocks PN-T-48, PN-T-49, PN-T-50, PN-T-67,

PN-T-68, PN-T-84 and PN-T-85 located in the Parnaba Basin (Parnaba Exploitation Blocks), and

the remaining 70% are held by PGN. Completion of the transaction is subject to certain conditions

set forth in the Judicial Recovery Plan and the Letter of Confirmation.

3.3.3 Capital Increase with Payment by Credit Capitalization

Credit Capitalization as a result of the Court-supervised Reorganization Proceeding: In

accordance with the Judicial Recovery Plan, the Private Capital Increase shall be subscribed by the

Unsecured Creditors of the Company by capitalization of forty percent (40%) of the unsecured

credits in excess of two hundred thousand Reais (R$50,000.00) paid as described in Section 3.2

above. The amount of such credits to be capitalized in the Company through the Private Capital

Increase is nine hundred and eighty-five million five hundred and fifty-seven thousand one

hundred and four Reais and ten cents (R$985,557,104.10).

3.4 Consequences of the Private Capital Increase Stages

The Management understands that the Private Capital Increase is critical for the success of the

Judicial Recovery Plan designed to recover the financial soundness of the Company and approved

by the creditors of ENEVA in connection with the Court-Supervised Reorganization. The Capital

Increase will enable the Company to recover so as to allow its activities to develop and be

maintained from a proper capital structure and a significantly lower leverage level, and will also

bring assets capable of generating cash into the Company and cooperate with its strategic

positioning.

The expectation is that upon achievement of the Private Capital Increase stages, the short and

medium term indebtedness of the Company will be reduced by up to two billion, four hundred and

thirty-three million, five hundred and ninety thousand, four hundred and sixty-four Reais and

forty-one cents (R$2,433,590,464.41).

It must also be stressed that the minimum increase proposed, in the amount of two billion

Reais and ten cents (R$2,000,000,000.10), if actually subscribed and approved, despite not

achieving the same effect as an increase of three billion and six hundred fifty million Reais and ten

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cents (R$3,650,000,000.10), is an essential step to restructure the debt of the Company as set

forth in the Judicial Recovery Plan.

The capitalization of credits held by the Unsecured Creditors of the Company shall adjust its

indebtedness and reinforce its capitalization.

In addition, as a result of the portion of the Private Capital Increase in assets, the Company

shall consolidate strategic assets related to its operational activities, thus solidifying its position in

the Brazilian power industry.

The Private Capital Increase in cash shall be a way to reinforce the capital structure of the

Company and maybe finance its growth strategy.

4. Provide copy of the opinion of the fiscal council, if applicable

On the date hereof, the Company has no Fiscal Council installed.

5. In case of Capital Increase upon subscription of shares

a. Describe the use of funds

The funds obtained from the Private Capital Increase shall allow (i) reinforcing the working

capital of the Company; (ii) reducing the indebtedness of the Company; and (iii) consolidating the

strategic assets of the Company.

b. Inform the number of shares issued of each type and class

At least thirteen billion, three hundred and thirty-three million, three hundred and thirty-three

thousand, three hundred and thirty-four (13,333,333,334) and at most twenty-four billion, three

hundred and thirty-three million, three hundred and thirty-three thousand, three hundred and

thirty-four (24,333,333,334) common, registered, book-entry shares, with no par value, to be fully

used in the capital stock of the Company.

c. Describe the rights, advantages and restrictions assigned to the shares to be issued

The new common shares shall have the same rights and privileges as the existing common

shares of the Company, as set forth in the By-laws of the Company.

d. Inform whether the subscription will be public or private

The subscription will be private.

e. In case of private subscription, inform whether related parties, as defined in the

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accounting rules dealing with this subject, shall subscribe shares in the Capital Increase,

specifying the respective amounts, when such amounts are known.

The new common shares to be issued in the Private Capital Increase may be subscribed by the

current shareholders of the Company when they exercise their preemptive right.

In accordance with the provisions of Sections 3.3 and 3.3.2 above, E.ON has executed under the

Court-supervised Reorganization Proceeding the Letter of Confirmation whereby it has undertaken

to subscribe common shares issued by the Company, which shall be paid in:

(a) in assets, upon contribution of 9.09% of the shares issued by PGN, in the amount of

eighty-one million four hundred thousand Reais (R$81,400,000.00); and

(b) in assets, upon contribution of 50% of the shares issued by JV, in the estimated amount of

one hundred and fifty-eight million six hundred thousand Reais (R$158,600,000.00).

In addition to the contribution of assets described above, E.ON shall subscribe shares upon

capitalization of credits held against the Company, in the amount of three million twenty-two

thousand six hundred and thirty-nine Reais and six cents (R$3,022,639.06), by virtue of the Judicial

Recovery Plan, as described in Section 3.3.3 above, and may further make contributions in cash in

the Private Capital Increase.

In accordance with a Letter of Confirmation and the Judicial Recovery Plan, E.ON (shareholder

that is part of the control group of the Company) has agreed to assign part of its preemptive rights

to subscribe shares under the Private Capital Increase up to the cap required to subscribe shares

(i) by the Subscribers, and (ii) the other Unsecured Creditors.

Finally, in accordance with the Letter of Confirmation and the Judicial Recovery Plan, Mr. Eike

Fuhrken Batista (and Centennial Asset Brazilian Equity Fund LLC and Centennial Asset Mining Fund

LLC), current shareholder that is part of the control group of the Company, agreed to assign all the

preemptive rights to subscribe shares under the Private Capital Increase in order to enable the

subscription of shares (i) by the Subscribers, and (ii) other Unsecured Creditors.

Except for commitments of subscribing and assigning subscription rights, as set forth above,

until the time of this proposal, it is not possible to foresee which shareholders of the Company or

other individuals deemed to be related parties under the accounting principles shall exercise their

respective preemptive rights and/or subscribe new shares, or the number of shares to be

subscribed by such shareholders and/or related parties.

The information required under Article 8 of ICVM 481 with respect to E.ON, which will

contribute assets in the Private Capital Increase, is described in Exhibit IV to the Proposal.

f. Inform the issue prices of the new shares or the reasons why their task of fixing the

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price thereof must be assigned to the Board of Directors in case of public distribution

The issue price shall be fifteen cents of Real (R$0.15) per common share, which has been fixed

in connection with the Court-Supervised Reorganization Proceeding as set forth in Article 170,

paragraph one, subparagraph III, of the Corporation Law.

g. Inform the par value of the shares issued or, in case of shares without par value, the

portion of the issue price to be intended to the capital reserve

The issue price shall be fully assigned to the capital stock of the Company. No portion of the

issue price shall be assigned to the capital reserve.

h. Provide an opinion of the managers on the effects of the Capital Increase, in particular

with regards to the dilution caused by such increase

The main effect of the Private Capital Increase is enabling the recovery and continuance of the

Company out of its economic and financial crisis, representing the implementation of the Judicial

Recovery Plan approved by the creditors of ENEVA in connection with the Court-Supervised

Reorganization.

As the Private Capital Increase is being carried out at a critical time for the Company, it has

been built into the strategic recovery plan approved in the Court-Supervised Reorganization by the

creditors of ENEVA. In the opinion of the Management, its approval is crucial to the extent that it

may enable the future and viability of the Company.

If the approval of the Capital Increase does not occur by November 30, 2015, the Companies

under Reorganization will request, within five calendar days, the calling of a new Creditors

Meeting so that an amendment to the Judicial Recovery Plan (or a new Plan, if applicable) be

submitted to the creditors for resolution. In this case, the Companies under Reorganization will

resume negotiations with their creditors, and there can be no assurance that such new

negotiations will bring the same beneficial results to the Company as those arising from the

implementation of the steps of the Judicial Recovery Plan already approved and ratified by the

court. In this case, it is also worth mentioning that any rejection by the creditors of an amendment

to the Judicial Recovery Plan (or of any new Plan submitted, as the case may be) may result in

bankruptcy of the Companies under Reorganization under article 73 of Law No. 11101/2005.

In addition, the Management understands that the opportunity of an additional capitalization

of the Company under the Private Capital Increase is critical for the stabilization plan of the

Company. The global effects of the Private Capital Increase are the best choice for the Company,

with positive effects for all the shareholders of the Company, including those electing not to

exercise their subscription rights under the Private Capital Increase. This occurs because only a

significant reduction in its indebtedness (by approximately sixty percent (60%)) and alteration of

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the forty percent (40%) balance to long-term debt will allow the Company to achieve its corporate

purpose with a stronger capital structure.

As the Private Capital Increase will occur by private subscription, in accordance with the

preemptive right of the current shareholders of the Company participating in the Private Capital

Increase, minority shareholders may only be diluted in case they fail to exercise their respective

preemptive rights.

It is not possible to predict the final ownership structure of the Company after the Private

Capital Increase, given the variables relating to the exercise of preemptive rights. In case all stages

of the Private Capital Increase are achieved, the current controlling shareholders of the Company

will be diluted, and it should be noted that the Shareholders Agreement in force executed by the

controlling shareholders (which is available in the CVM System) will be terminated considering a

potential dilution of the current controlling shareholders below fifteen percent (15%) (which is an

event of termination set forth in the Shareholders Agreement).

The issue price of the Private Capital Increase has been fixed with no unjustified dilution for the

current shareholders of the Company, taking into account the economic reasoning stated in the

Court-Supervised Reorganization, and the viability of the Company was considered only in the

event of approval of the Private Capital Increase in accordance with the approved Judicial

Recovery Plan.

i. Inform the issue price calculation criterion and justify in detail the economic aspects

determining such choice

The issue price was set at fifteen cents of Real (R$0.15) per common share, as broadly disclosed

under the approval process of the Judicial Recovery Plan of the Company, approved by the

Creditors Meeting on April 30, 2015, and approved on May 15, 2015, which corresponds to a sixty-

two point four percent (62.4%) discount on the weighted average price for the volume of shares

traded over the last 60 days prior to February 12, 2015, i.e. the date of disclosure of the first

version of the Judicial Recovery Plan.

Such discount was determined by taking into account the market conditions prevailing prior to

the approval of the terms and conditions of the Judicial Recovery Plan in order to secure the

viability of the Company by reduction of its indebtedness, credit capitalization, and contribution of

assets under the Private Capital Increase. It was referenced to the weighted average quote of the

common shares issued by the Company in BM&FBOVESPA S.A. Bolsa de Valores, Mercadorias e

Futuros (BM&FBOVESPA), adjusted by discount, in accordance with subparagraph III, paragraph

one, article 170 of the Corporation Law.

The Company has been, since December 9, 2014, In Judicial Recovery, which consists of a debt

restructuring process aimed at preserving itself and its assets and creating conditions to overcome

the existing economic and financial crisis, which, if not remedied, may cause the bankruptcy of the

16

Company. In this regard, it may qualify as a distressed asset, in which the share price tends to

zero given the difficulties faced and the risk involved.

Thus, in cases such as the Companys, the high indebtedness level and the imminent risk of

insolvency necessarily affect the issue price of new shares, and therefore a capital increase at a

discount is an adequate standard to enable implementation of the Judicial Recovery Plan, taking

into account the Companys situation.

In the opinion of the management of the Company, the issue price and the potential

dilution for shareholders that do not exercise their respective preemptive rights is reasonable, as it

will allow preservation of the entity, in accordance with the principles and purposes of Law No.

11101/2005, as well as its financial viability and the implementation of the terms and conditions of

the Judicial Recovery Plan, the purpose of which is to significantly reduce the indebtedness of the

Company (by approximately sixty percent (60%)) and to renegotiate its debts, as well as to

consolidate strategic assets relating to its operational activities and to reinforce the capital

structure of the Company.

j. In case the issue price has been fixed with a premium or discount regarding the market

price, please provide the reasons for such premium or discount, and explain how it was fixed

The Private Capital Increase was the measure established to secure the economic and financial

sustainability of the Company, in accordance with Law No. 11101/2005, and a discount on the

issue price is required in order to enable the approval by the creditors of the Companies under

Reorganization, having been established as a result of negotiations between independent parties

in connection with the Judicial Recovery Plan.

The reason for such discount results from the extraordinary situation faced by the Company,

which is In Judicial Recovery because of its high indebtedness, which affects the issue price of new

shares under the capital increase, depending on the interest of creditors and/or investors in

reducing debts, capitalizing credits, and contributing funds.

k. Provide copies of all reports and studies to assist fixing the issue price

As mentioned above, the discount was determined by taking into account the market

conditions prevailing prior to the approval and negotiation of the terms and conditions of the

Judicial Recovery Plan in order to secure the viability of the Company by credit capitalization and

contribution of assets under the Private Capital Increase.

The terms and conditions of the Judicial Recovery Plan, including the price per share in the

Private Capital Increase, were negotiated between independent parties, and no appraisal report or

other studies were provided as a basis for fixation of the issue price of the shares in the Private

Capital Increase, particularly because there is no scenario of financial viability outside the scope of

the Judicial Recovery Plan approved under Law No. 11101/2005, as mentioned above.

17

l. Provide the price of each type and class of shares of the company in the markets where

they are traded, and also provide:

i. Minimum, medium and maximum quotes for each year over the past three (3) years

Each year over the past three (3) years Minimum Medium Maximum

2015-2014 (May/15 - Jun/14) R$ 0,19 R$ 0,67 R$ 1,33

2014-2013 (May/14 - Jun/13) R$ 1,13 R$ 4,00 R$ 9,12

2013-2012 (May/13 - Jun/12) R$ 8,08 R$ 10,31 R$ 12,40

ii. Minimum, medium and maximum quotes for each quarter, over the past two (2)

years

Each quarter, over the past two (2) years Minimum Medium Maximum

1Q15 R$ 0,19 R$ 0,32 R$ 0,47

4Q14 R$ 0,28 R$ 0,61 R$ 0,83

3Q14 R$ 0,69 R$ 1,13 R$ 1,33

2Q14 R$ 1,08 R$ 1,32 R$ 1,63

1Q14 R$ 1,58 R$ 2,48 R$ 3,44

4Q13 R$ 2,57 R$ 3,63 R$ 4,98

3Q13 R$ 4,70 R$ 6,11 R$ 7,30

2Q13 R$ 7,19 R$ 8,68 R$ 9,40

iii. Minimum, medium and maximum quotes for each month, over the past six (6)

months

Each month, over the past six (6) months Minimum Medium Maximum

May-15 R$ 0,24 R$ 0,28 R$ 0,34

Apr-15 R$ 0,20 R$ 0,26 R$ 0,31

Mar-15 R$ 0,19 R$ 0,21 R$ 0,23

Feb-15 R$ 0,23 R$ 0,34 R$ 0,44

Jan-15 R$ 0,38 R$ 0,42 R$ 0,47

Dec-14 R$ 0,28 R$ 0,52 R$ 0,83

iv. Average quote over the past 90 days

Average quote over the past 90 days Medium

R$ 0,25

18

m. Provide the issue prices of shares in the capital increases performed over the past three

(3) years

Capital Increase Date Total common shares issued Issue price

Feb 29, 2012 9,633 R$43.00

Mar 21, 2012 984 R$43.00

Mar 21, 2012 7,040 R$3.68

May 9, 2012 4,112 R$43.00

May 9, 2012 125,620 R$10.00

May 24, 2012 33,254,705 R$43.00

Jun 15, 2012 514 R$43.00

Jul 25, 2012 22,623,796 R$44.20

Jan 10, 2013 147,480 R$1.68

Feb 6, 2013 27,000 R$3.52

Apr 5, 2013 34,500 R$3.30

May 8, 2013 29,250 R$3.40

Sep 16, 2013 124,031,007 R$6.45

Oct 21, 2013 13,500 R$2.97

May 9, 2014 137,581,638 R$1.27

n. Provide potential dilution percentage resulting from the issue

In case the Private Capital Increase is approved by the Special Shareholders Meeting of the

Company, after implementation of all of its stages as provided for in the Judicial Recovery Plan,

the capital stock may vary in accordance with the following intervals:

Shareholder Shareholding

before the Private

Shareholding after the Private Capital

Increase

19

Capital Increase Ownership

Structure after

implementation of

the stages of the

Private Capital

Increase set forth

in the Judicial

Recovery Plan

Without exercise of

preemptive rights

by minority

shareholders

Ownership

Structure after

implementation of

the stages of the

Private Capital

Increase set forth

in the Judicial

Recovery Plan

With exercise of

preemptive rights

by minority

shareholders

E.ON 42.94% 12.29% 7.89%

Eike Fuhrken Batista

and companies

controlled by Eike

Fuhrken Batista

19.97% 1.04% 0.67%

FIA Dinmica Energia 12.10% 0.63% 12.10%

BNDES 8.65% 0.45% 8.65%

Citibank - 6.91% 4.43%

Ita - 11.69% 7.50%

BTGP - 49.76% 31.92%

Petra - 11.70% 7.51%

Gemlik - 3.91% 2.51%

Others 16.35% 1.62% 16.82%

Total 100% 100% 100%

The maximum percentage of potential dilution for shareholders who does not exercise their

preemptive rights will be 96.66273%.

o. Provide the terms, conditions and form of subscription and payment of the shares

issued

As informed in Section 5(e) above, E.ON and Mr. Eike Fuhrken Batista (and Centennial Asset

Brazilian Equity Fund LLC and Centennial Asset Mining Fund LLC), current controlling shareholders

of the Company, agreed to assign (in part, in the case of E.ON, and in full, in the case of Eike and

Centennial Asset Brazilian Equity Fund LLC and Centennial Asset Mining Fund LLC) the respective

preemptive rights to subscribe shares under the Private Capital Increase in order to enable the

subscription of shares by the Subscribers and other Unsecured Creditors, even as regards

remaining shares, as set forth in the Judicial Recovery Plan and the Letter of Confirmation.

20

Payment in cash, assets or credits, as the case may be, by each Subscriber shall be completed

during the subscription period when all Conditions Precedent set forth in the Judicial Recovery

Plan and the Letter of Confirmation (including approval by CADE) are complied with or waived, as

the case may be, as set forth in Section 3.3.1 above. Thus, the notice to the shareholders

informing of the start of the subscription period of the Private Capital Increase shall only be

published when all Conditions Precedent are implemented or waived, as applicable.

Holders of shares issued by the Company shall have a preemptive right to subscribe new

shares, and may subscribe or assign their preemptive right to third parties subscribing a number of

shares proportional to such shareholders interest in the Company. The preemptive right is

expected to be exercised within thirty (30) calendar days (Initial Preemptive Right Period). The

Initial Preemptive Right Period may be extended upon decision of the Board of Directors, provided

that the notice to the shareholders is published to inform of such extension.

The notice to the shareholders shall establish the initial date from which the shares issued by

the Company shall be traded ex-subscription.

The right of subscription may be exercised from the day following disclosure of the notice to

the shareholders on the start of the subscription period by the shareholders, or assignees of the

preemptive right for subscription, and those under custody in BM&FBOVESPA shall exercise it

through their custody agents, and those in the bookkeeping bank upon execution of applicable

documents in any special branch of Ita, upon payment of the subscription price and completion

of the respective subscription bulletin.

Additional information on the Initial Preemptive Right Period shall be disclosed by the

Company upon disclosure of the notice to the shareholders to be timely published.

p. Inform whether the shareholders shall have a preemptive right to subscribe new shares

issued and provide details of the terms and conditions to which this right is subject

The shareholders shall have a preemptive right to subscribe new shares, as described in item

o above, in the ratio of 2,896.4595223%.

q. Provide the management proposal to treat remaining shares, if any

First Additional Remaining Unsubscribed Share Subscription Period:

(a) After termination of the Initial Preemptive Right Period and after the custodian bank

informing the Company of the number of shares subscribed during the Initial Preemptive Right

Period, if there are any remaining unsubscribed shares, the shareholders or assignees of

preemptive rights who have stated their interest in the reserve of remaining shares in the

respective subscription bulletin shall have three (3) business days from the date of publication

of the notice to the shareholders informing the number of shares not subscribed after the

21

Initial Preemptive Right Period in order for them to subscribe such remaining shares upon

execution of a new subscription bulletin (First Additional Preemptive Right Period).

(b) The number of remaining shares that each shareholder or each interested subscription

preemptive right assignee shall be entitled to subscribe during the First Additional Preemptive

Right Period shall be calculated by multiplying the number of new shares not yet subscribed

after the Initial Preemptive Right Period by the number of shares subscribed by the respective

shareholder or interested subscription preemptive right assignee during the Initial Preemptive

Right Period, and dividing the proceeds by the total number of shares subscribed by all

shareholders and interested subscription preemptive right assignees during the Initial

Preemptive Right Period.

(c) Additional information on the First Additional Preemptive Right Period shall be disclosed by

the Company after the end of the Initial Preemptive Right Period.

Second Additional Remaining Unsubscribed Share Subscription Period:

(a) After the end of the First Additional Preemptive Right Period and after the custodian bank

informing the Company of the number of shares subscribed during the First Additional

Preemptive Right Period, if there are any remaining unsubscribed shares, the shareholders or

assignees of preemptive rights who have stated their interest in the reserve of remaining

shares in the respective subscription bulletin relating to the First Additional Preemptive Right

Period shall have three (3) business days from the date of publication of the notice to the

shareholders informing the number of shares not subscribed after the First Additional

Preemptive Right Period in order for them to subscribe such remaining shares upon execution

of a new subscription bulletin (Second Additional Preemptive Right Period).

(b) The number of remaining shares that each shareholder or each interested subscription

preemptive right assignee shall be entitled to subscribe during the Second Additional

Preemptive Right Period shall be calculated by multiplying the number of new shares not yet

subscribed after the Initial Preemptive Right Period and the First Additional Preemptive Right

Period by the number of shares subscribed by the respective shareholder or interested

subscription preemptive right assignee during the Initial Preemptive Right Period and the First

Additional Preemptive Right Period, and dividing the proceeds by the total number of shares

subscribed by all shareholders and interested subscription preemptive right assignees during

the Initial Preemptive Right Period and the First Additional Preemptive Right Period.

(c) Additional information on the Second Additional Preemptive Right Period shall be disclosed

by the Company after the end of the First Additional Preemptive Right Period.

r. Describe in detail the procedures to be adopted in case of expected partial approval of

the Capital Increase

22

In case it is impossible to achieve full subscription of the Private Capital Increase within the

preemptive right period, the Board of Directors may partially approve the Private Capital Increase

as soon as possible, provided that the subscribed amount reaches the minimum amount of two

billion Reais and ten cents (R$2,000,000,000.10) by issuing at least thirteen billion, three hundred

and thirty-three million, three hundred and thirty-three thousand, three hundred and thirty-four

(13,333,333,334) new common shares in order to enable the implementation of the Judicial

Recovery Plan.

Remaining shares not subscribed after the end of the Second Additional Preemptive Right

Period shall be cancelled, and the Board of Directors shall definitively approve the Private Capital

Increase, in accordance with the conditions and procedures set forth below.

In the event of partial approval of the Private Capital Increase, the subscriber will not be

granted additional time for reconsideration of the decision of its subscription, pursuant to Ofcio-

Circular/CVM/SEP/ no. 02/2015, however, it shall have the right to subscribe, subject to the

Private Capital Increase. For such, the subscriber shall, at the time of subscription, inform whether,

in case the expected condition is implemented, it intends to (i) receive all shares subscribed by it

or (ii) an amount equal to the proportion between the total number of shares actually subscribed

and the maximum number of shares originally approved to be issued under the Private Capital

Increase, assuming that, in case of failure to state, the subscriber is interested in receiving all

shares subscribed.

Shareholders whose condition for subscription provided for in the subscription form does not

implement, will receive the amount paid, without monetary restatement, totally or partially, as

indicated option on the subscription form.

s. In case the issue price of the shares is, wholly or in part, realized in assets

i. Submit a full description of the assets

30% of the shares issued by Parnaba and Parnaba III

Parnaba and Parnaba III are owners of thermoelectric plants located in the Parnaba

Complex, which generate power from natural gas supplied by a consortium between PGN and

BPMB, all operating since 2013, as detailed below:

Parnaba I, with an installed capacity of 676MW, having sold 450MW in the ANEEL A-5

auction in 2008.

Parnaba III, with an installed capacity of 178MW, having sold 98MW in the ANEEL A-5

auction in 2008.

Parnaba IV, with an installed capacity of 56MW, having sold 46MW in the free market

23

through the self-production structure.

Parnaba Comercializao, which is an integral part of the self-production structure of the

Parnaba IV project.

The Company holds the seventy percent (70%) remaining shareholding in Parnaba I.

The Company indirectly holds, in partnership with E.ON, by means of the JV, the seventy

percent (70%) remaining shareholding in Parnaba III, Parnaba IV, and Parnaba

Comercializao.

Shareholding in the Parnaba Exploitation Blocks

100% of the shares issued by BPMB

BPMB holds thirty percent (30%) of the exploitation rights of the Parnaba Exploitation

Blocks. The Parnaba Exploitation Blocks, in charge of supplying natural gas to the plants of the

Parnaba Complex, are held jointly with PGN, the company that operates and holds seventy

percent (70%) of the Parnaba Exploitation Blocks.

9.09% of the shares issued by PGN

In order to increase the interest of the Company in the Parnaba Exploitation Blocks, a

contribution of nine point zero nine percent (9.09%) of the shares issued by PGN held by E.ON

is hereby proposed. Currently, the Company already holds an eighteen point eighteen percent

(18.18%) shareholding in PGN.

Upon such transactions, the Company shall consolidate its shareholding in the Parnaba

Exploitation Blocks, as well as access to the supply of gas to the power generation plants of the

Parnaba Complex.

50% of the shares issued by the JV

The JV is a joint venture between the Company (fifty percent (50%)) and E.ON (fifty

percent (50%)). The JV holds shareholding (alone and/or jointly with the Company and/or other

shareholders) in operating plants of the Company, such as Parnaba III, Parnaba IV, Parnaba

Comercializao, and Tau solar energy development, and various (greenfield) projects of the

Company, such as Ventos wind farm, Thermoelectric Plant Au, Thermoelectric Plant Seival and

Thermoelectric Plant Sul, among others.

By contributing this asset, the Company shall then hold one hundred percent (100%) of the

shares issued by the JV.

24

ii. Explain the relationship between the items incorporated to the assets of the

company and its corporate purpose

Assets in which the Company already holds an interest

Under the Private Capital Increase, the Company shall receive assets already partially held

thereby, thus consolidating its interest in such assets and strengthening its capital structure:

(a) nine point zero nine percent (9.09%) of the shares issued by PGN;

(b) fifty percent (50%) of the shares issued by the JV;

(c) one hundred percent (100%) of the shares issued by BPMB;

(d) thirty percent (30%) of the shares issued by the Parnaba Companies; and

(e) thirty percent (30%) of the shares issued by Parnaba III.

For additional information on such assets, please refer to item s.i above.

iii. Provide a copy of the asset valuation report, if available

Valuation reports relating to contributions in assets, as described above, are attached

hereto as Exhibit III to this Proposal.

6. In case of Capital Increase upon capitalization of profits or reserves

Not applicable.

7. In case of Capital Increase by conversion of debentures into shares or exercise of warrants

Not applicable.

25

EXHIBIT II - A

INFORMATION ABOUT KPMG

(information required by Article 21 of ICVM No. 481)

1. List the appraisers recommended by the management

Answer: KPMG Corporate Finance Ltda. (KPMG), enrolled with the CNPJ under No.

48.883.938/0004-76, located at Avenida Almirante Barroso, 52, 4th floor, in the City of Rio de

Janeiro, State of Rio de Janeiro, was engaged to appraise the BTGP Assets and the E.ON Assets to

be contributed to the Private Capital Increase, for purposes of article 8 of the Corporation Law, as

provided for in the Judicial Recovery Plan.

2. Describe the qualification of the recommended appraisers

Answer: KPMG is a member of a global network of independent companies (KPMG Network)

that provide professional Audit, Tax and Advisory services. The KPMG Network is present in 155

countries, with over 155,000 professionals working on member companies all over the world.

KPMG has a broad experience in the market and has acted as a financial advisor in several

transactions involving the preparation of Valuation Reports in the energy and natural resources

industry. The economic-financial valuation of the assets to be contributed was carried out by a

team of qualified advisors, monitored and reviewed by the project partner. Additionally, the team

was also composed of a reviewing partner, a senior manager and a manager.

Claudio Roberto de Leoni Ramos

Partner, Advisory Corporate Finance.

He holds an undergraduate degree in Mechanical Engineering from the Technology School

of Universidade de Braslia, Brazil. He holds an MBA in Finance, Economics and International

Business from Business School Leonard N. Stern of New York University and from Universit

Commerciale Luigi Bocconi of Milan. Claudio was a professor of Corporate Finance in the Executive

MBA program of FAAP So Paulo. He passed the CFA Level 1 examination in 2009. Claudio is a

member of the Board of Enactus Brazil (http://enactus.org/country/brazil/).

Chief Transactions and Restructuring Officer (T&R) of KPMG Brasil and South America and

leader of High Growth Markets of the T&R Global Leadership Team of KPMG. Cludio has worked

in the corporate finance/investment banking area since 1993. His experience includes investments

search, international private placements, company valuations and advisory services in mergers

and acquisitions. He provides advisory services to clients on mergers and acquisitions and

economic-financial valuations since 1994. His experience in the industry includes industrial

companies, financial institutions, food and beverages, mining and automotive industries. He is a

representative of the Latin America Global Valuation Committee and one of the seven members of

the KPMG Global Valuation Leadership Team. He is a leading partner of the Valuation Group of

KPMG Brasil.

26

He has an active experience in the following sectors: financial institutions, insurers, retails,

mining, services, food & beverages and industries in general.

Paulo Guilherme de Menezes Coimbra

Partner, Corporate Finance (M&A), Rio de Janeiro Brazil.

He holds an undergraduate degree in Production Engineering from Universidade Federal

do Rio de Janeiro UFRJ (1996). Specialist in Corporate Finance from Instituto Brasileiro de

Mercado de Capitais (IBMEC -1997). Business Management Executive Program Fundao Dom

Cabral, Rio de Janeiro 2012.

Over his 15 years of experience, he was engaged in a broad variety of activities, including:

financial advisory services to clients in mergers and acquisitions, privatizations and offerings.

Before he joined KPMG Brasil, he worked for Acar Guarani (one of the largest sugar and ethanol

companies in Brazil) and was the CFO of Cimentos Liz (one of the largest cement groups in Brazil).

He has an active experience in the following sectors: electricity, oil & gas, sugar & alcohol,

agriculture, financial services and consumption goods.

Augusto Sales

Partner, Advisory Global Strategy Group.

Master of Future Studies. MBA, IBMEC Business School, Rio de Janeiro. Undergraduate

degree in Accounting from Universidade Federal Fluminense (UFF), Rio de Janeiro.

Augusto is in charge of leading the Strategic & Commercial Intelligence (GSG) group of

KPMG in Brazil. He has over 15 years of experience in the provision of financial advisory services to

clients in mergers and acquisitions, privatizations and offerings. He provided financial and

commercial due diligence to several transnational transactions to domestic/international and

financial/strategic buyers in large and complex businesses. Augusto is experienced in a variety of

industries, including infrastructure (logistics & transportation), insurance, energy and natural

resources, agriculture, financial services and consumption goods. In KPMG, his projects are mainly

focused on financial and commercial due diligence, including market entry assistance, business

plan, assistance in due diligence and competitive intelligence commitments.

He has an active experience in the following industries: energy generation, transmission

and distribution, mining & metals, oil & gas.

Rben Palminha

Senior Manager, KPMG Corporate Finance, Rio de Janeiro Brazil.

He holds a graduate degree in Finance, and specialization in Corporate Finance INDEG-

IUL, (Lisbon, Portugal). Specialization in Finance INDEG-IUL (Lisbon, Portugal). Undergraduate

degree in Finance ISCTE-IUL (Lisbon, Portugal).

He joined the Corporate Finance practice in KPMG in 2006. Since then Rben has been

engaged in energy and infrastructure projects in several countries, providing assistance to public

27

and private entities and accumulating skills in Project Finance, PPP projects, M&A and Valuations.

Rben is allocated in the Rio de Janeiro office since December 2014.

He has an active experience in the following industries: energy and infrastructure.

3. Provide copy of the work and remuneration proposals of the recommended appraisers

Answer: A copy of the appraisers work and remuneration proposal was made available to the

Companys shareholders by means of the CVM System and may be consulted on the CVM website

(www.cvm.gov.br).

4. Describe any relevant relationship that has existed over the last three (3) years among the

recommended appraisers and any companys related parties, such as defined by the accounting

rules applicable to this matter.

Answer: There has been no relevant relationship among the appraisers and related parties in the

reference period, as provided for by the accounting rules.

28

EXHIBIT II - AA

KPMG SERVICE PROPOSAL

DRAFT FOR DISCUSSIONPRIVATE & CONFIDENTIAL

Proposal for professional services

April 2015CORPORATE FINANCE

Eneva S.A.

Dear Mr. Ricardo Levy,

Thank you for this opportunity to submit our proposal (Proposal) for the provision of professional services to Eneva S.A. (Eneva orClient) related to the valuation of Parnaba Gs Natural S.A. (PGN), BPMB Parnaba S.A. (BPMB), and Eneva ParticipaesS.A.(Eneva Participaes), altogether referred to as (Target Assets), in the context of a potential capital increase process.

We are looking forward to working with you. Please do not hesitate to contact us should you have any questions in relation to thisdocument.

Yours faithfully,ForKPMG Corporate Finance Ltda.

Paulo Guilherme CoimbraPartner

Private & Confidential April 9th, 2015Eneva S.A.- Praia do Flamengo, n 66, 6th floor, Flamengo, Rio de Janeiro/RJ, Brazil

Provision of valuation analysis services

ABCD

KPMG Corporate Finance Ltda. uma sociedade brasileira, simples, de responsabilidade limitada, membro da KPMG International, uma cooperativa sua.

KPMG Corporate Finance Ltda. is a Brazilian limited liability company, member firm of KPMG International, a Swiss cooperative.

KPMG Corporate Finance Ltda.Av. Almirante Barroso, 52 4th20031-000 - Rio de Janeiro, RJ - BrazilP.O. Box 288820001-970 - Rio de Janeiro, RJ Brazil

Phone 55 (21) 3515-9400Fax 55 (21) 3515-9000Internet www.kpmg.com.br

2 2015 KPMG Corporate Finance Ltda. is a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss entity. All rights reserved.

This document has been prepared by KPMG Corporate Finance Ltda. (KPMG) upon the request of Eneva. The distribution of this document to any third party is prohibited.

Confidentiality


The contacts at KPMGresponsible for thepreparation of this Proposalare:

Paulo Guilherme CoimbraPartnerCorporate FinanceTel: +55 21 3515-9219Fax: +55 21 [email protected]

Rben PalminhaSenior ManagerCorporate FinanceTel: +55 21 3515-9072Fax: +55 21 [email protected]

Fabiano DelgadoManagerCorporate FinanceTel: +55 41 3544-4835Fax: +55 41 [email protected]

The curricula of these professionals are included in Appendix III.

Introduction and objective Scope of work Valuation Methodology Reporting and timetable Engagement team Fees Alterations of Terms and Conditions Acceptance Appendix

Appendix I Terms and Conditions

Appendix II Thomson rankings and KPMG credentials

Appendix III Curricula Vitae

Appendix IV Example of Hold Harmless Letter & Authorization Letter

Appendix V Example of a Representation Letter

Appendix VI Disclaimers

Contents


Introduction and objective

IntroductionGeneral Background

Currently, Eneva and Eneva Participaes are under Judicial Recovery.Eneva Participaes is a joint venture (50:50) owned by Eneva and E.ONSE (E.ON), through its subsidiary DD Brazil Holdings S.A.R.L.. Eneva isa publicly-listed company with the following shareholding structure:

Enevas and Eneva Participaes Judicial Recovery Plan

Eneva and Eneva Participaes, on February 12th, 2015, filed a Plan forJudicial Recovery (JRP), in accordance with Article 53 of the BrazilianJudicial Recovery Law. Within this context, Eneva seeks to initiate acapital increase. Such potential capital increase envisages a change inEnevas shareholding structure, and, in case the JRP obtains full approvalfor execution, such mutations in shareholding structure are planned to bemade through the following contributions: (i) cash; (ii) credit capitalization;(iii) and asset subscription .The contributions values are estimated asfollows:

Introduction (cont.)E.ON Participation in the Capital Increase

Within such context, E.ON is interested in subscribing assets in thepotential capital increase of Eneva (item iii of the capital increase in theJRP). In effect, E.ON is willing to contribute with its 50% stake in EnevaParticipaes (downstream) and a 9.09% stake PGN (upstream). Pleaserefer to corporate structure on page 11.

Notwithstanding the fact that upstream (gas fields) and downstreamoperations (thermalgas power plants) are, at the moment, separate, theasset subscription would, as a consequence to their integration in Eneva,combine both operations.

Banco BTG Pactual S.A. (BTG)s Participation in the Capital Increase

Within such context, and in addition to possible credit capitalizations (item iiof the capital increase in the JRP), KPMG has been informed by BTG that,in case the JRP is approved for execution, BTG intends to participate in thecapital increase of Eneva through a possible subscription of the shares BTGholds in BPMB (item iii of the JRP).

BPMB is a gas producer (upstream energy segment), and holds a 30%stake of gasfields in Northeast Brazil (the other 70% is owned by ParnabaGs Natural S.A.). These gasfields are responsible for the supply of fuel tothe Parnaba Complex (a thermalgas electricity park with a 1425MWinstalled capacity).

Objective

Given the above mentioned context and background, Eneva has requestedKPMG to provide two valuation reports: one regarding BPMB; and oneregarding PGN and Eneva Participaes (please refer to page 11 forcorporate structure), in order to underpin the possible asset subscription byE.ON and BTG in Enevas capital increase. The reports, in accordance to theJRP, will be presented to Enevas creditors. Should the JRP be approved byEnevas creditors, the reports will be presented to Enevas shareholders.

Type of contribution in capital increase

Estimated values (in R$ millions)

(i) Cash 600(ii) Credit capitalization 1.100(ii i) Asset subscription 1.300Total 3000

Source: Enevas Judicial Recovery Plan, E.ONs management and BTGs management

Relevant shareholders % total shares

DD Brazil Holdings S.A.R.L. (1) (2) 43%

Eike Batista (2) 20%

Free float 37%

Total 100%

(1) - Controlled directly/indirectly by E.ON

(2) - Part of controlling block


Objective (cont.)

Objective (cont.)

In case the JRP is approved by Enevas creditors, and therefore presentedto Enevas shareholders, the valuation will be subject to the Brazilian Act ofPublic Limited Companies (Law 6.404/1976, Article 8, 1).

According to Enevas management the main operational companiesbelonging to Eneva Participaes are identified bellow, which will beevaluated according to the Discount Cash Flow approach.

The other Eneva Participaes subsidiaries, namely Seival ParticipaesS.A., Seival Gerao de Energia Ltda., Au II Gerao de Energia S.A., UTEPorto do Au Energia S.A., MPX Chile Holding Ltda., Sul Gerao deEnergia Ltda., Eneva Comercializadora de Combustveis Ltda., EnevaComercializadora de Energia Ltda., Au III Gerao de Energia Ltda., EnevaSolar Empreendimentos Ltds., Tau Gerao de Energia Ltda., SPEsVentos (jointly, the Eneva Participaes Subsidiaries), will be evaluatedaccording to the Cost approach (book value), as identified in page 11.

Considering that the reports will be used in the analysis of a potentialcapital increase transaction (Transaction) involving Evena, which is aBrazilian company listed with the So Paulo Stock Exchange (Bovespa),as well as subject to the reporting requirements of the Brazilian StockExchange Commission (CVM), Eneva may be required to give access tothe Proposal and the reports to CVM. In this sense, Eneva may give suchaccess only to the extent required by law.

Eneva Participaes S.A.s main operational assets

Parnaba III Gerao de Energia S.A.

Parnaba IV Gerao de Energia S.A.

Parnaba Gerao e Comercializao de Energia S.A.

g


Scope of work

Scope

The scope of our work comprises the following activities:

i. Valuation analysis of the Target Assets

o Analysis of the Target Assets financial statements availableand its key performance indicators;

o Interviews with the management of each one of Eneva, E.ONand BTG to expand and check our understanding of the TargetAssets business operation and future perspectives;

o Analysis of the files containing projections of the Target Assetsfinancial results, prepared by BTG, E.ON and Eneva;

o Discussion with the management of each one of Eneva, E.ONand BTG on the assumptions to be used in the projection ofdiscounted cash flow (income approach) or othermethodologies;

o Analysis of market data provided by the Target Assets andEneva, and comparison of data disclosed with information onthe internet, when available;

o Gathering of external information aiming at the improvement ofthe understanding on the business operational environment inwhich the Target Assets are inserted and the identification ofthe Target Assets performance main factors;

o Discussions with the management od each one of Eneva, E.ONand BTG on the consistency of criteria used in the valuation;

o Estimation of the discount rate to be adopted.

Important notes

We emphasize that the determination of the fair value ofinventories, tangible assets and contingencies, as well as otherrelevant assets and liabilities, are not part of the scope of thisProposal. Thus, with respect to such items we will base our workon information and analysis to be made available by the Client,E.ON, BTG, Target Assets and / or their respective auditors,lawyers and / or other advisors.

In the course of the work, we will perform the analysis proceduresdeemed appropriate in accordance with the scope set forth in thisProposal. However, KPMG is not responsible for the informationprovided to it and will not be liable or pay, in any event, damagesor losses arising or resulting from the omission of data andinformation by the Client, E.ON, BTG or Target Assets. Weemphasize also that the work does not constitute an auditaccording to generally accepted auditing standards or otherwiseand, therefore, should not be interpreted as such.

We understand that we will have adequate access to theinformation necessary for the development of our work, and thatwe will be able to count on the cooperation of the Client. If ouraccess to information is restricted, we will not be able to performthe work according to the scope and the timetable planned. Anydifficulties in obtaining the information will be communicated anddiscussed with you, and that may result in impacts and changes inthe terms of this Proposal.

KPMG does not state an opinion in relation to the probability of thefuture results of the Target Assets reaching the projected values. Itmust be emphasized that the actual future realization ofprojections depends on the continuing validity of the assumptionsthey are based on. Any advice, opinion or recommendationprovided by KPMG as part of the engagement shall not amount toany form of guarantee that KPMG has determined or predictedfuture events or circumstances.


Scope of work (cont.)

Valuations in general present significant degrees of subjectivity.Furthermore, the projections and assumptions used invaluations are based on future expectations, which could beconfirmed or not, in view of the fact that projected events maynot occur, due to a number of exogenous economic andoperating factors. Thus, there are no guarantees that anyassumptions, estimates, projections, results or conclusionspresented in the reports will be effectively observed and/orverified, entirely or partially. The figures observed in the futuremay be different and the differences may be significant. Thesepossibilities are not a bias or a defect of the valuation processand are recognized as part of its nature. Hence, KPMG is notresponsible and cannot be held responsible for any differencesbetween the valuation results and the results observed aposteriori.

The work will consider the assets and liabilities as presented inthe financial statements. Therefore it will not include theanalysis of potential contingencies not accounted for in therespective financial statements.


Free Cash Flow to Firm

The Free Cash Flow to the Firm aims to evaluate the company as a whole,that includes, beyond the stockholding, the participation of others holdersof rights in the company (holders of bonds, shareholders, etc). The FreeCash Flow to the Firm can be represented by the following formula:

Free Cash Flow to the Firm

Net Profit

Working Capital

Investments (Capex)

=

+

-

Depreciation and Amortization+/-

Discounted Cash Flow

This methodology estimates the economic value (or the market value) of acompany by calculating the present value of projected cash flows, i.e. theincome and expenses (including investments needed for maintaining andexpanding the companys activities) that are predictable from theperspective of perpetuity of the entity. These projections should take intoconsideration the business plan established by the companysmanagement, the prospects of the sector in which the company operatesand macroeconomic aspects.

The Discounted Cash Flow Methodology can be used to value any type ofcompany provided it has a business plan that is consistent and feasible.This methodology is recommended for companies that have reasonableprospects for significant expansion of their activities and whose businessplan may be considered appropriate for achieving this growth, since themethodology is cash flows based on future.

This methodology also reflects the value of the intangible assets, such asbrand name, client portfolio, product portfolio, among others, as all theseassets have an effect on the companys capacity to generate results.

This is the methodology that is most commonly used in estimating themarket value of companies that are considered going concerns, exceptwhen the resulting value is less than the liquidating value of the company(adjusted net worth).

Methodology Valuation Approaches


DCF (Primary)

Historicalbalance sheet

DCF

Assumptions (*)

Projected balance sheet

HistoricalIncome statement

Projections by planning line

Projected income statement

Projected Capex R&D, working capital

DCF - summary

Projected free cash flow

Discount Rate

Methodology Valuation Approaches (cont.)

Cost Approach (book value)

The cost approach estimates the value of an asset based on the currentcost or replacement of these assets. The cost approach reflects the ideathat the fair value of an asset should not exceed the cost to obtain areplacement of this asset, with comparable features and functionality.However, it should be noted that there may be a very little equivalencebetween the cost incurred and the fair value of an asset.

10

2015 KPMG Corporate Finance Ltda. is a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss entity. All rights reserved.

Methodology Valuation Approaches (cont.)

* Central Elica Algaroba Ltda.Central Elica Asa Branca Ltda.Central Elica Boa Vista I Ltda.Central Elica Boa Vista II Ltda.Central Elica Boa Vista III Ltda.Central Elica Bonsucesso Ltda.Central Elica Bonsucesso II Ltda.Central Elica MilagresLtda.Central Elica Morada Nova Ltda.Central Elica Ouro Negro Ltda.Central Elica Pau Branco Ltda.Central Elica Pau DArcoCentral Elica Pedra Branca Ltda.Central Elica Pedra Rosada Ltda.Central Elica Pedra Vermelha I Ltda.Central Elica Pedra Vermelha II Ltda.Central Elica Santa Benvinda I Ltda.Central Elica Santa Benvinda II Ltda.Central Elica Santa Luzia Ltda.Central Elica Santo Expedito Ltda.Central Elica So Francisco Ltda.Central Elica Ubaeira I Ltda.Central Elica Ubaeira II Ltda.

100%100%

Seival Participaes

S.A.

SeivalGerao de

Energia Ltda.

Au II Gerao de Energia S.A.

UTE Porto do Au

Energia S.A .

MPX ChileHolding Ltda.

ENEVA SolarEmpreendimen -

tos Ltda.

Tau Gerao De Energia

Ltda.

ENEVA Comerc. de

Energia Ltda..

ENEVAComerc. de

CombustveisLtda.

Sul Gerao deEnergia Ltda. .

Au III Gerao de Energia

Ltda.

50% 50%50% 50% 50% 50%

100% 100% 100% 100%

Parnaba Participaes

S.A.

Energias Renovables

Ltda.

SPEs Ventos*

100%

ParnabaGerao e Comerc. deEnergia S.A.

Parnaba IV

Gerao de

Energia S.A.

70%

70%

Parnaba III

Gerao de

Energia S.A.

70%

ENEVA PARTICIPAES

S.A.

E.ON

50%

Parnaba Gs Natural S.A.

9,09%

BTG

BPMB

100%

DCF

Not Material (Cost Approach)

Sum of the parts

11

2015 KPMG Corporate Finance Ltda. is a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International, a Swiss entity. All rights reserved.

Reporting and timetable

Reporting

Our findings will be delivered to the Client in two reports: one regardingBPMB; and other regarding PGN and Eneva Participaes. The reports willbe issued in English and Portuguese. Our reports will describe theprocedures applied, the methodology and assumptions used in the work.

Our reports will include a statement that the information presented isbased on discussions with and information prepared and provided by themanagement of each one of Eneva, E.ON, BTG and Target Assets. Wewill not verify the data and/or information gathered and, accordingly, wewill express no opinion or any form of assurance on the reasonableness,completeness, accuracy, integrity and timeliness of the data and/orinformation at the date of the presentation.

Because of its special nature, our reports may not be suitable for anypurpose other than the defined in the objective of our Proposal. As suchour reports are restricted to your internal use only and distribution to anythird parties, except any disclosure required for purposes of thecontribution (e.g., creditors assembly, shareholders meeting,), isprohibited. Additionally, our reports will indicate that we have no obligationto update our reports or to revise the information contained thereinbecause of events and transactions occurring subsequent to the date ofthe reports.

The Results of the Services or the Work Products (as defined in Appendix I Terms and Conditions) are confidential and for the sole use of Eneva. IfEneva has the intention of revealing/disclosing any part of the results ofthe Services or Work Products to third parties in a non-public context,Eneva shall consult KPMG, in accordance with the Terms andConditions, prior to any revelation/disclosure. If KPMG consents with therevelation/disclosure, it will require Eneva to sign an Authorization Letterand require the third party to sign a Hold Harmless Letter. A draft of suchletters are included herein as Appendix IV.

On the completion of our work KPMG will provide the draft reports containingthe results of its findings, so that the management of the Client may providetheir comments within a maximum period of 10 (ten) days as to whether (i) theinformation and data contained in the reports provided by the Client is true andcorrect; and (ii) there are differences, to any extent, between the contents ofthe reports and the information and data that are known to the management ofClient.

Our engagement is subject to the Terms and Conditions (Appendix I) set outin this Proposal.

If there is any disagreement with respect to the contents of the reports and theClient does not provide any comments the lack of manifestation by the Clientwill be considered a tacit agreement by the Client with the contents of thereports and the services performed by KPMG.

Notwithstanding the aforesaid, KPMG will request from the Client, prior to theissuance of the reports, a Representation Letter to be drafted by KPMG basedupon the sample attached to this Proposal as Appendix V.

Client agrees that the value analysis may include disclaimers such as thoselisted in Appendix VI.

Timetable

The estimated timetable for the performance of the work is April 10th, 2015, forDRAFT Reports, and April 16th, 2015, for Final Reports.

The time estimates are based on normal working conditions and the availabilityof information on a

Management Proposal of the Extraordinary General Meeting 07.02.2015

Documents

Transcript of Management Proposal of the Extraordinary General Meeting 07.02.2015