Reference Form - 2013

Reference Form - 2013 – ENEVA S.A. Version: 22

Contents

1. Persons responsible for the form

Declaration and identification of the persons responsible for the form

2. Independent Auditors

2.1/2.2 - Identification and remuneration of Auditors

2.3 – Other relevant information

3. Selected financial information

3.1 - Financial information

3.2 – Non-accounting measures

3.3 - Events subsequent to the latest financial statements

3.4 - Income allocation policy

3.5 - Distribution of dividends and retained earnings

3.6 - Declaration of dividends to retained earnings account or reserves

3.7 - Indebtedness level

3.8 - Obligations by nature and maturity term

3.9 - Other relevant information

4. Risk factors

4.1- Description of risk factors

4.2 - Comments on expectations of changes in exposure to risk factors

4.3 – Non-confidential and relevant legal, administrative or arbitration proceedings

4.4 – Non-confidential legal, administrative or arbitration proceedings the opposing parties to which are managers, former managers, controlling shareholders, former controlling shareholders or investors

4.5 - Relevant confidential proceedings

4.6 - Repetitive or related non-confidential legal, administrative or arbitration proceedings that are collectively relevant

4.7 - Other relevant contingencies

4.8 - Regulations in the country of origin and in the country where the securities are held in custody

5. Market risk

5.1 - Description of key market risks

5.2 - Description of the market risk management policy

5.3 - Significant changes in key market risks


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Contents


6. Issuer history

6.1 / 6.2 / 6.4 – Incorporation, term of duration and date of registration with the CVM

6.3 - Brief history

6.5 - Major corporate events relating to its issuer, subsidiaries or affiliates

6.6 - Information of filing for bankruptcy on the basis of relevant amount or judicial or extrajudicial reorganization


7. Issuer activities

7.1 - Description of the activities of the issuer and its subsidiaries

7.2 - Information on operating segments

7.3 - Information on products and services related to operating segments

7.4 - Clients accounting for more than 10% of total net revenue

7.5 - Relevant effects of state regulations on activities

7.6 - Relevant foreign revenue

7.7 - Effects of foreign regulations on activities

7.8 - Relevant long-term relationships


8. Economic group

8.1 - Description of economic group

8.2 - Organizational chart of economic group

8.3 - Restructuring transactions


9. Relevant assets

9.1 - Relevant non-current assets - other

9.1 – Relevant non-current assets / 9.1.a - Property, plant and equipment

9.1 - Non-current assets / 9.1.b Patents, trademarks, licenses, concessions, franchises and technology transfer agreements

9.1 - Non-current assets / 9.1.c - Equity interests


10. Management’s comments


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Contents

10.1 - General financial and equity conditions

10.2 - Operating and financial result

10.3 - Events with actual and expected relevant effects on the financial statements

10.4 - Significant changes in accounting practices - Qualifications and emphases in the auditor’s report

10.5 - Critical accounting policies

10.6 - Internal controls related to the preparation of financial statements – Level of efficiency and deficiency and recommendations included in the auditor’s report

10.7 - Use of proceeds from public offerings and deviations, if any

10.8 - Relevant off-balance sheet items

10.9 - Comments on relevant off-balance sheet items

10.10 - Business plan

10.11 - Other factors with significant influence

11. Forecasts

11.1 - Disclosed forecasts and assumptions

11.2 - Monitoring and changes of forecasts disclosed

12. Meeting and management

12.1 - Description of administrative structure

12.2 - Rules, policies and practices relating to general meetings

12.3 - Dates and newspapers for publication of information required by Law No. 6.404/76

12.4 - Rules, policies and practices relating to the board of directors

12.5 - Description of arbitration clause for resolution of conflicts

12.6 / 8 - Composition and professional experience of management and fiscal council

12.7 - Composition of the statutory committees and the audit, finance and compensation committees

12.9 - Existing marital relationship, common-law marriage, or family relationship up to 2nd degree relating to managers of the issuer, subsidiaries and controlling shareholders.

12.10 - Relationships of subordination, rendering of services or control between managers and subsidiaries, controlling shareholders and other:

12.11 - Agreements, including insurance policies, for payment or reimbursement of expenses incurred by management


13. Management compensation

13.1 - Description of compensation policy or practice, including non-statutory board


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Contents

13.2 - Total compensation of the board of directors, statutory board and fiscal council

13.3 - Total variable compensation of the board of directors, statutory board and fiscal council

13.13.3 – Share-based compensation plan for the board of directors and statutory board

13.5 - Interests in shares and other convertible securities, held by management and members of the fiscal council

13.6 - Share-based compensation for the board of directors and statutory board

13.7 - Information on outstanding options held by the board of directors and the statutory board

13.8 - Options exercised and shares delivered in connection to share-based compensation of the board of directors and statutory board

13.9 - Information required to understand figures disclosed in items 13.6 to 13.8 - pricing method for shares and options

13.10 - Information on pension plans provided to members of the board of directors and statutory officers

13.11 – Maximum, minimum and average compensation of the board of directors, statutory board and fiscal council

13.12 - Compensation and indemnification mechanisms for management in the event of removal from office or retirement

13.13 - Percentage of total compensation held by management and members of the fiscal council who are parties related to the controlling shareholders

13.14 - Compensation of management and members of the fiscal council, grouped by body, received for any reason other than the office they hold

13.15 - Compensation of management and members of the fiscal council recognized in income of controlling shareholders, whether direct or indirect, companies under common control and subsidiaries of the issuer


14. Human resources

14.1 - Description of human resources

14.2 - Relevant changes - human resources

14.3 - Description of employee compensation policy

14.4 - Description of relationship between issuer and unions

15. Control

15.1/15.2 - Shareholder structure

15.3 - Capital distribution

15.4 – Shareholders’ organizational chart

15.5 - Shareholders’ agreement filed at issuer’s head office or to which the controlling shareholder is a party

15.6 - Relevant changes in equity interests held by members of the controlling group and by the


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Contents

issuer’s management


16. Transactions with related parties

16.1 - Description of issuer’s rules, policies and practices regarding transactions with related parties

16.2 - Information on transactions with related parties

16.3 - Identification of measures taken to address conflicts of interest and statement of the strictly commutative nature of the conditions agreed or proper compensatory payment

17. Capital stock

17.1 - Information on capital stock

17.2 - Capital Increases

17.3 - Information on stock splits, reverse stock splits and stock dividends

17.4 - Information on capital stock decrease


18. Securities

18.1- Rights of shares

18.2 - Description of any statutory rules limiting the voting rights of significant shareholders or requiring them to hold a public offering

18.3 - Description of exceptions and suspensive clauses relating to equity or political rights set forth in the by-laws

18.4 – Trading volume and highest and lowest price quotes for securities traded

18.5 - Description of other securities issued

18.6 - Brazilian markets where securities are admitted for trading

18.7 - Information about class and type of securities admitted for trading on foreign markets

18.8 - Public offerings for distribution held by issuer or third parties, including controlling shareholders and subsidiaries and affiliates, regarding securities of the issuer

18.9 - Description of public offerings for acquisition held by the issuer in respect of shares issued by third parties


19. Repurchase plans/Treasury

19.1 - Information on repurchase of shares of the issuer

19.2 - Variation in treasury shares

19.3 - Information on treasury securities as of the closing date of the past fiscal year


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Contents


20. Trading policy

20.1 - Information on securities trading policy


21. Disclosure policy

21.1 - Description of internal rules, regulations and procedures for disclosing information

21.2 - Description of the policy for disclosing relevant act or fact and of procedures for maintaining secrecy about relevant information not disclosed

21.3 - Managers in charge of implementing, maintaining, assessing and inspecting the information disclosure policy


22. Special events

22.1 - Acquisition or disposal of any relevant asset that does is not included in the issuer’s not fit as normal business operations

22.2 - Significant changes in the issuer’s form of conducting business

22.3 - Relevant agreements entered into by issuer and its subsidiaries, which do not directly relate to their operating activities



7

1.1 - Declaration and identification of the persons responsible for the form

Name of the person responsible for the content of the form

Eduardo Karrer

Position of the responsible person: Chief Executive Officer/Investor Relations Director

The above qualified officer declares that:

a. He reviewed the reference form;

b. all information provided in the form complies with the provisions of CVM Instruction No. 480,

particularly arts. 14 to 19; and

c. the information provided herein is a true, accurate, and complete overview of the economic and

financial condition of the issuer, the risks inherent to its business and the securities issued by it.


8

2.1/2.2 - Identification and remuneration of Auditors

The Company has any Auditor?

YES

CVM Code 418-9

Type of Auditor Domestic

Name/Corporate Name KPMG Auditores Independentes

CPF/CNPJ 57.755.217/0003-90

Period of service From August 15, 2007 to March, 21, 2012

Description of the contracted services (i) independent audit and thorough review of the Company’s financial statements for the financial years ended December 31, 2010 and 2011; (ii) review of the quarterly information (ITR) of the Company in 2010 and 2011; and (iii) issue of the comfort letter in connection with the Company’s IPO in 2013.

Total amount of the independent auditor’s remuneration itemized by service

The amount paid for independent audit services regarding the financial statements for the fiscal years ended December 31, 2010 and 2011 totaled R$1.5 million. The amount to be paid for issue of the comfort letter in connection with the Company’s IPO is R$350,000.00.

Justification for replacement Compliance with the mandatory rotation of independent auditors, pursuant to CVM Instruction 308/99

Justification presented by the auditor, in the event of disagreement with the issuer’s justification

Not applicable, since the independent auditor did not disagree with the justification.

Name of the responsible accountant Period of service CPF Address

Manuel Fernandes Rodrigues de Sousa From August 15, 2007 to October 14, 2011

783.840.017-15 Avenida Almirante Barroso 52, 4 floor, Centro, Rio de Janeiro, RJ, Brazil, Zip Code 20031-000,

Phone (21) 35159400, Fax (21) 35159000, e-mail: [email protected]

Vânia Andrade de Souza From August 15, 2008 to March 21, 2012

671.396.717-53 Avenida Almirante Barroso 52, 4th floor, Centro, Rio de Janeiro, RJ, Brazil, Zip Code 20031-000,

Phone (21) 35159400, Fax (21) 35159000, e-mail: [email protected]


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The Company has any Auditor?

YES

CVM Code 471-5

Type of Auditor Domestic

Name/Corporate Name Ernst & Young Terco Auditores Independentes S.S.

CPF/CNPJ 61.366.936/0001-25

Period of service March 22, 2012

Description of the contracted services (i) independent audit and review of the individual and consolidated financial statements of the Company for the financial year ended December 31, 2012; (ii) review of the quarterly financial information for the periods ended March 31, 2012, June 30, 2012, September 30, 2012 and March 31, 2013; (iii) issue of a comfort letter in connection with the Company’s IPO in 2013.

Total amount of the independent auditor’s remuneration itemized by service

The remuneration paid for independent audit services regarding the financial statements for the fiscal years ended December 31, 2012 totaled R$443,023.00. The amount to be paid for issue of the comfort letter in connection with the Company’s IPO is R$480,000.00.

Justification for the replacement Not applicable since the independent auditor was not replaced.

Justification presented by the auditor, in the event of disagreement with the issuer’s justification

Not applicable, since the independent auditor was not replaced.

Name of the responsible accountant Period of service CPF Address

Roberto Cesar Andrade dos Santos March 22, 2012 077.932.347-58 Praia de Botafogo, nº 370, 8º andar, Bairro: Botafogo CEP 22.250-040, Rio de Janeiro/RJ

e-mail: [email protected] Phone: (21) 3263-7233

Fax: (21) 3262-7004J


10


11


All information relevant and appropriate to this issue was disclosed in the above

items.


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3.1 - Financial Information - Consolidated

(Real)

Fiscal year (December 31,

2012)


2011)


2010)

Shareholders’ equity 2,704,575,000.00 1,370,075,000.00 1,701,563,000.00

Total assets 9,451,180,000.00 7,953,680,000.00 4,821,986,000.00

Net Revenue/Fin. Interm.

Revenue/Insurance premium

earned 490,940,000.00 168,279,000.00 98,454,000.00

Gross Income -106,614,000.00 4,501,000.00 -18,028,000.00

Net income -434,454,000.00 -401,862,000.00 -255,614,000.00

Number of shares, excl. treasury

shares (Units)

578,241,732 136,720,840 136,692,680

Equity value per share (in Real

per Unit)

4.67723938 10.02096681 12.44809158

Net earnings per share (in Real

per share) -0.75263 -2.939289 1.869990


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3.2 - Non-accounting measurements

a) Non-accounting measurements

EBITDA is a non-accounting measurement prepared by the Company and

reconciled with our financial statements, consisting of net income before net

financial income; income and social contribution taxes on income; and

depreciation and amortization expenses, this being the definition used by the

Company for calculation of its EBITDA. EBITDA is not a measure of financial

performance prepared in accordance with accounting practices adopted in Brazil

or the IFRS, and it should not be considered as an alternative to net income, an

indicator of operating performance, an alternative to cash flows or an indicator of

liquidity.

b) reconciliations between amounts disclosed and amounts included in the

audited financial statements

(R$ thousands) 2012 1Q13

Income before Income and Social Contribution Taxes (549.090) (317.868)

(+) Equity Pickup (34.235) (83.490)

(+) Other Revenues/ Expenses (418) (1.011)

(+) Net Financial Income (127.540) (77.827)

(+) Depreciation and Amortization (Expenses) 3.976 638

(+) Depreciation and Amortization (Costs) 8.945 17.257

EBITDA (373.976) (137.645)

c) reason for choosing such indicator as the most suitable for the correct

understanding of financial condition and results of operations

Our management believes that EBITDA provides a useful measure of the

company's performance, being widely used by investors and analysts to evaluate

performance and compare companies.

Because financial revenues and expenses, IRPJ and CSLL, depreciation and

amortization are not taken into account for calculation of EBITDA, EBITDA works

as an indicator of our overall economic performance, which is not affected by

fluctuations in interest rates, changes in IRPJ and CSLL tax burden or changes in

levels of depreciation and amortization.

As a result, we believe that EBITDA enables a better understanding not only of

our financial performance, but also of our capacity to comply with our liabilities

and to obtain funds for our capital expenditure and working capital.


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3.3 - Subsequent events to the latest financial statements

In April 2013, Parnaíba I Thermal Plant in the State of Maranhão was authorized

by the Brazilian Electricity Regulatory Agency (ANEEL) to start commercial

operation of the third and fourth turbines with installed capacity of 169 MW each.

Parnaíba I therefore reached its total installed capacity of 676 MW and is already

operating.

In the same month, the company completed acquisition of the total capital stock of

UTE MC2 Nova Venécia. The project, which is authorized for construction of a

thermal plant with capacity of 176 MW, will be transferred to the Paranaíba Basin,

in the State of Maranhão.

Also in April 2013, ENEVAannounced that, together with MPX-E ON Participações

S.A. and Petra Energia, it executed an agreement with Kinross Brasil Mineração

S.A. for implementation of a natural gas-fuled thermal project with installed

capacity of 56 MW to be built in the Parnaíba Basin, state of Maranhão, which is

scheduled to go on stream in December 2013. The annual amount of the

agreement totals approximately R$54 million.

In view of the provisions of CVM/SEP Circular Letter No. 01/2013, the Company

reports that it is not possible to estimate the financial effects of the subsequent

events described above.

For more information on the subsequent events described above, see item 6.5 of

this Reference Form.


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3.4 - Income allocation policy

2012 2011 2010

Rules on retained

earnings

The Company’s Bylaws provide that the remaining

balance of the net income for the year shall be

allocated as follows: (i) Five percent (5%) to the

establishment of a legal reserve, up to the limit provided

for by law; (ii) Establishment of a reserve for

contingencies, as proposed by the management

bodies; (iii) Payment of mandatory minimum annual

dividend to shareholders; (iv) Retention based on the

capital budget approved in advance by the

administration bodies, and (v) Establishment of a

statutory reserve for the purpose of funding the

development, growth and expansion of the Company’s

business, which shall not exceed the amount equivalent

to 100% of the share capital of the Company.





























Retained earnings

amounts

In the fiscal year ended December 31, 2012 no

retention was made as the Company reported losses.





Rules on dividend

distribution

The Company’s Bylaws ensures to shareholders the

right to receive a mandatory annual dividend of not less

than twenty five percent (25%) of the net income for the

year, minus or plus the following amounts: (i) amount

allocated to the establishment of a legal reserve; and

(ii) amount allocated to the establishment of reserves

for contingencies and reversals of those established in

previous years; (iii) payment of annual minimum

mandatory dividend to shareholders; (iv) amount

intended for creating the unrealized profit reserve,

should the mandatory dividend amount exceed the

realized portion of income for the year. The company

may maintain the statutory profit reserve named

“Investment Reserve”, the purpose of which will be to

finance expansion of activities of the Company and/or

subsidiaries and affiliates. This reserve may be created

out of up to one hundred per cent (100%) of net income

remaining after legal and statutory deductions and its

balance, added to the balance of the other profit

The Company’s Bylaws grant to shareholders the right

to receive a mandatory annual dividend of not less than

twenty five percent (25%) of the net income for the

















The Company’s Bylaws grant to shareholders the right

to receive a mandatory annual dividend of not less than

twenty five percent (25%) of the net income for the


















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2012 2011 2010

reserves, except for unrealized profit reserve and

reserve for contingencies, may not exceed one hundred

percent (100%) of the Company’s paid in capital stock.


distribution of dividend was made as the Company

reported losses.






reported losses.






reported losses.

Frequency of

dividend

distributions

The dividend distribution policy is subject to the

provisions of the Brazilian Corporation Law, i.e., annual

distribution, and the Company may, by resolution of the

Board of Directors, draw up a half-yearly balance sheet

and declare dividends to the income account

ascertained thereon. Moreover, the Board of Directors

may declare interim dividends to retained profits or

profit reserves accounts reported in the latest annual or

half-yearly balance sheet.



















Restrictions on

dividends

distribution

The Brazilian Corporation Law allows the Company to suspend distribution of mandatory dividend if the Board of Directors declares to the General Meeting that the distribution is inconsistent with its financial condition. The Fiscal Council, if established, shall issue its opinion on the Board of Directors proposal. In addition, the Board of Directors shall submit within five days of the General Meeting to the Securities and Exchange Commission a justification for suspending the dividend distribution. Profits retained due to a suspension as above mentioned shall be allocated to a special reserve and, if they are not absorbed by subsequent losses, shall be paid as dividends, as soon as the financial condition of the company so allows.

The Brazilian Corporation Law allows the Company to

suspend distribution of mandatory dividend if the Board

of Directors declares to the General Meeting that the

distribution is inconsistent with its financial condition.

The Fiscal Council, if established, shall issue its opinion

on the Board of Directors proposal. In addition, the

Board of Directors shall submit within five days of the

General Meeting to the Securities and Exchange

Commission a justification for suspending the dividend

distribution. Profits retained due to a suspension as

above mentioned shall be allocated to a special reserve

and, if they are not absorbed by subsequent losses,

shall be paid as dividends, as soon as the financial

condition of the company so allows.

The Brazilian Corporation Law allows the Company to

suspend distribution of mandatory dividend if the Board

of Directors declares to the General Meeting that the

distribution is inconsistent with its financial condition.

The Fiscal Council, if established, shall issue its opinion

on the Board of Directors proposal. In addition, the

Board of Directors shall submit within five days of the

General Meeting to the Securities and Exchange

Commission a justification for suspending the dividend

distribution. Profits retained due to a suspension as

above mentioned shall be allocated to a special reserve

and, if they are not absorbed by subsequent losses,

shall be paid as dividends, as soon as the financial

condition of the company so allows.


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3.5 - Distribution of dividends and net earnings retained

(in Real) Fiscal year ended December 31, 2012

Fiscal year ended December 31, 2011

Fiscal year ended December 31, 2010

Adjusted net income -435,202,000.00 -401,862,000.00 -255,614,000.00

Dividend distributed in relation to adjusted net income 0,000000 0,000000 0,000000

Rate of return in relation to the shareholder’s equity of issuer 0,000000 0,000000 0,000000

Total distributed dividend 0,00 0,00 0,00

Net earnings retained 0,00 0,00 0,00

Approval date of the retention

Net earnings retained Amount Dividend

payment Amount Dividend

payment Amount Dividend

payment

0,00 0,00


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3.6 - Declaration of dividends to retained earnings account or reserves

In the latest three fiscal years, the Company declared no dividends or interest on

equity credited as dividends which have been allocated to retained earnings

account or reserves established in previous fiscal years, as the Company reported

losses in the latest three fiscal years.


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3.7- Level of indebtedness

Fiscal year Total debt amount, of any nature

Ratio type Debt/equity ratio Description and justification for utilization of other ratio

12/31/2012 6,746,605,000.00 Debt/equity ratio 2.49452


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3.8 - Obligations by nature and maturity term

Fiscal year (December 31, 2012)

Type of Debt Less than a year One to three years Three to five years More than five years Total

Collateral 895,622,000 436,028,000 423,728,000 2,142,877,000 3,898,255,000

Floating guarantee - - - - 0

Unsecured 1,511,567,000 718,007,000 618,806,000 - 2,848,350,000

Total 2,407,159,000 1,154,035,000 1,042,534,000 2,142,877,000 6,746,605,000

Note: The information provided in this item refers to the consolidated financial statements of the Company.

Reference Form - 2013 - ENEVAS.A. Version: 1

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The Company has adopted, as of January 1, 2013, IFRS 10 and IFRS 11 to

prepare its Quarterly Information – ITR as of March 31, 2013, whose accounting

policy is as follows:

IFRS 10 establishes a single control model that applies to all entities, including special

purpose entities. The changes introduced by IFRS 10 require that Management exercises

significant judgment to determine which entities are controlled and are hence required to

be consolidated by a controlling company, comparative to the requirements that were part

of IAS 27.

IFRS 11 eliminates the option of accounting for joint ventures (ECC) based on proportional

consolidation. Instead, the ECCs which fit the definition of joint venture are recorded

based on the equity method.

The adoption of IFRS 10 and IFRS 11 was performed retroactively for the

financial information of the period of three months ended March 31, 2012.

In compliance with IFRS 11, investments in the joint ventures Porto do Pecém

Geração de Energia S.A., Porto do Pecém Transportadora de Minérios S.A.,

OGMP Transporte Aéreo Ltda., Pecém Operação e Manutenção de Unidades de

Geração S.A., MABE Construção e Administração de Projetos Ltda., MPX Chile

Holding Ltda., Seival Participações S.A., UTE MPX Sul Energia Ltda., Parnaíba

Participações S.A., UTE Porto do Açú Energia S.A., Porto do Açú II Energia S.A.

e MPX E.ON Participações S.A. are valued at the equity method in the individual

and consolidated quarterly information for the three month period ended March

31, 2013 and 2012.

The financial information for the fiscal years ended December 31, 2012, 2011,

and 2010 shown in this Reference Form was prepared and is presented in

accordance with the accounting practices in force on December 31, 2012, unless

otherwise indicated. Thus, the financial information for the quarters ended March

31, 2013 and 2012, does not compare with the other financial information

contained in this Reference Form.

As of January 1, 2013, the Company adopted new accounting rules aiming to

comply with international accounting standards. As a result of the change in

accounting practices, the Company no longer consolidates in its financial

information the investees over which the Company individually does not have

controlling power, namely Porto do Pecém Geração de Energia S.A., Porto do

Pecém Transportadora de Minérios S.A., OGMP Transporte Aéreo Ltda., Pecém

Operação e Manutenção de Unidades de Geração S.A., MABE Construção e

Administração de Projetos Ltda., MPX Chile Holding Ltda., Seival Participações


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S.A., UTE MPX Sul Energia Ltda., Parnaíba Participações S.A., UTE Porto do

Açú Energia S.A.,Porto do Açú II Energia S.A. and MPX E.ON Participações S.A.

In addition, the Company now recognizes income for the above-mentioned

companies by the equity method. Thus, the Company’s equity pick-up account

has become more relevant for the Company’s overall income, which would not

occur under the previous accounting practices.

The Company presents below a table showing changes made in comparative

balances represented in quarterly financial information - ITR regarding the

consolidated balance sheet as of December 31, 2012 and the three-month period

ended March 31, 2012:

Consolidated 12/31/2012

(in thousands of R$) Originally disclosed Adjustments Restated

Assets Current assets

Cash and cash equivalents 590,469 (71,192) 519,277 Securities 3,441 - 3,441 Trade accounts receivable 152,114 (130,769) 21,345 Subsidies receivable – Fuel Consumption account 17,561 - 17,561 Inventories 211,718 (69,031) 142,687 Prepaid expenses 40,462 (21,111) 19,351 Taxes recoverable 57,438 (20,028) 37,410 Derivative gains 3,018 - 3,018 Miscellaneous advances 20,267 (18,484) 1,783 Escrow deposits 4,237 (4,202) 35 Other credits 3 (3) -

1,100,728 (334,820) 765,908

Non-current assets

Prepaid expenses 8,705 (211) 8,494 Escrow deposits 137,717 (2,069) 135,648 Subsidies receivable - Fuel Consumption account 24,617 - 24,617 Taxes recoverable 34,709 (10,675) 24,034 Deferred Income and Social Contribution Taxes 456,123 (150,575) 305,548 Loan agreement with affiliates 359 134,567 134,926 Accounts receivable with other connected persons 8,575 (7,441) 1,134 Accounts receivable with affiliates 3,732 3,061 6,793 Advance for future capital increase in affiliates - 12,425 12,425 Embedded derivatives 479 - 479

675,016 (20,918) 654,098

Investments 62,956 770,999 833,955 Property, plant and equipment 7,362,815 (1,792,416) 5,570,399 Intangible assets 249,665 (34,429) 215,236

9,451,180 (1,411,584) 8,039,596


(in thousands of R$) Originally disclosed Adjustments Restated

Liabilities Current liabilities

Trade accounts payable 228,638 (113,377) 115,261 Loans and financing 1,915,402 (95,428) 1,819,974


23

Debts with affiliates - 26,783 26,783 Debts with parent company 3,407 (3,407) - Debts with other related parties 19,057 (15,068) 3,989 Debentures 111 - 111 Taxes and contributions payable 11,375 (4,134) 7,241 Social and labor liabilities 12,980 (3,117) 9,863 Losses in derivative transactions 39,506 (16,555) 22,951 Contractual withholding 133,935 (56,561) 77,374 Profit sharing 23,900 (3,267) 20,633 Dividends payable 1,960 - 1,960 Other liabilities 16,888 (13,563) 3,325

2,407,159 (297,694) 2,109,465

Non-current liabilities

Loans and financing 4,151,947 (1,047,141) 3,104,806 Debts with other related parties 215 215 430 Debentures 4,954 - 4,954 Losses in derivative transactions 166,992 (72,195) 94,797 Provision for unsecured liabilities - 19,840 19,840 Deferred income and social contribution taxes 10,431 (8,383) 2,048 Provision for dismantling 4,197 (2,079) 2,118 Other provisions 710 (710) -

4,339,446 (1,110,453) 3,228,993

Shareholder’s equity

Capital stock 3,731,734 - 3,731,734 Capital reserve 321,904 - 321,904 Equity valuation adjustments (119,067) - (119,067) Accumulated losses (1,384,971) - (1,384,971)

Shareholder’s equity attributable to controlling shareholders 2,549,600 - 2,549,600 Minority interests 154,975 (3,437) 151,538

Total shareholder’s equity 2,704,575 (3,437) 2,701,138

9,451,180 (1,411,584) 8,039,596

Statement of income Consolidated 03/31/2012

(in thousands of R$)

Originally disclosed Adjustments Restated

Revenue from sales of goods and/or services 75,669 - 75,669 Cost of goods and/or services sold (81,809) 12 (81,797)

Gross profit (6,140) 12 (6,128)

Operating expenses/revenues (76,636) (4,583) (81,219)

General and administrative expenses (64,332) 2,459 (61,873) Personnel and managers (27,440) 641 (26,799) Other expenses (5,024) 854 (4,170) Third parties services (26,301) 685 (25,616) Depreciation and amortization (1,304) 210 (1,094) Leases and rentals (4,263) 69 (4,194)

Other operating revenues 575 (29) 546 Other operating expenses (482) 16 (466)

Losses in the disposal of assets (482) 16 (466) Equity pickup (12,397) (7,029) (19,426)

-

Income before financial income and taxes (82,776) (4,571) (87,347) -

Financial income (11,373) 5,171 (6,202)

Financial revenues 180,337 (139,639) 40,698

Exchange variation gain 47,738 (29,052) 18,686 Debentures at fair value 13,000 - 13,000 Financial investment 28,137 (37) 28,100 Derivative financial instruments 89,219 (110,381) (21,162) Other financial revenues 2,243 (169) 2,074

Financial expenses (191,710) 144,810 (46,900)

Exchange variation loss (25,948) 20,587 (5,361) Derivative financial instruments (110,598) 124,005 13,407 Debentures interest/costs (29,035) - (29,035) Other financial expenses (26,129) 218 (25,911)


24

Income before taxes on income (94,149) 600 (93,549)

Income and social contribution taxes on income 16,389 (600) 15,789

Current (838) - (838) Deferred 17,227 (600) 16,627

Loss for the period (77,760) - (77,760)

Attributed to shareholders of parent company (77,481) - (77,481)

Attributed to non-controlling shareholders (279) - (279)

Loss per share Basic and diluted loss per share (in R$) (0.56870) - (0.56870)


25

4.1 - Description of risk factors

(a) Company related risks

We may be unable to obtain all licenses and permits required to implement and operate our

projects.

We hold or have applied for licenses and permits, or the renovation thereof, as the case may be,

to perform our activities, so that our projects can comply with rules, terms and conditions

established by the regulatory agencies in Brazil. We must obtain various licenses and permits from

different national and international government agencies and bodies, including government

agencies and authorities with jurisdiction over the environment, such as, for example, Brazilian

Environmental Protection Agency (Instituto Brasileiro de Meio Ambiente dos Recursos Naturais

Renováveis, or IBAMA) and other Brazilian and Chilean government agencies. In addition, several

of the contracts we have signed in relation to future operations also require us to obtain such

licenses and permits.

However, we are unable to provide assurance as to whether or when we will be able to obtain all

licenses and permits required to build and operate the plants planned in our project portfolio. Not

obtaining licenses, concessions or permits required for our operations, or their being obtained and

subsequently challenged, could materially and adversely affect our business, financial condition

and results from operations.

We may fail to reach results or projections, or may not fully implement our business

strategy.

Certain information and conclusions included in this Reference Form were based on estimates

prepared our management, as assumptions concerning funds we may have in the future, and in

relation to investment and operating costs. Additionally, we may be unable to fully implement our

business strategy due to inability to conclude our current and future projects without delays or

incurring additional costs; grow while maintaining financial discipline; manage our customer

portfolio efficiently; obtain additional funding as expected; or maintain desired levels of operational

efficiency. Our actual productivity, investments, operating costs and business strategy may turn

out to be substantially less favorable than estimated. Projections stated in this Reference Form

may not, in any circumstances, be regarded as statements, assurances or predictions that we will

or may reach any specific results in the future. We cannot provide assurance that our future results

will not be materially different from those included in this Reference Form. Consequently, current

or potential investors may lose part or all of their investments in our shares in as far as projections

and conclusions stated in this Reference Form fail to materialize.

The construction, expansion and operation of plants, of the blocks in the Paranaíba Basin

and the Seival Mine involve significant risks, including those related to logistic

infrastructure, which may lead to loss of revenues, increased expenses, or any other

adverse effect on our financial condition.

The construction, maintenance, expansion and operation of facilities and equipment used to

generate electricity involve a number of risks, including:


26

being unable to obtain governmental permits and licenses;

equipment items not being available;

distribution and / or transmission systems not being available;

fuel supplies being cut off or hydrological and meteorological interference;

stoppage of work, strikes or other labor disputes;

social unrest;

unexpected engineering and environmental problems

delays affecting construction and operation, or costs exceeding those stipulated;

work being halted, including in the port through which we import our coal for certain

projects;

high capital investment requirements;

adequate funding not being available; and

volatile fuel prices.

The construction, maintenance, expansion and operation of natural gas blocks and coalmines

involve a number of risks, including:

geological risks

being unable to obtain governmental permits and licenses;

equipment items not being available;

hydrological and meteorological interference;

stoppage of work, strikes or other labor disputes;

social unrest;

unexpected engineering and environmental problems

delays affecting construction and operation, or costs exceeding those stipulated;

high capital investment requirements;

adequate funding not being available; and

volatile natural gas and coal prices.

Additionally, operation of the plants, natural gas blocks and coal mines depend on infrastructure

and logistics for the conduct of our business during the construction and operation stages of our

projects, which are subject to failures, delays and interruptions that may adversely affect such

operations.

We have not taken out insurance for some of the above risks, and even for risks covered,

insurance may be insufficient. Any of these events or other problems could adversely affect our

ability to generate electricity and / or produce coal and / or natural gas in amounts consistent with

our projections and obligations to our customers, which could have a material adverse effect on

our financial situation and operating results, and on our shares’ market prices.


27

Changes in current or future subsidies may have material adverse effects on our results.

Certain tax benefits (deferral, exemption or other) that would benefit ENEVAmay not be applied by

the states in which our projects are located. In the case of these tax benefits not being granted,

our economic-financial estimates may not materialize, and there may be a need for unplanned

expenditures that may adversely affect our business, operating, and financial results.

Construction delays or cost overruns could increase expenses required for to build power

plants, exploit natural gas blocks, or operate our coalmine, as well as result in revenue

losses and imposition of administrative and contractual penalties.

Delays affecting our construction deadlines or cost overruns may lead to increases in spending

projected to build plants, exploit natural gas blocks, and operate our coalmine. Additionally, delays

in completing these projects may lead to initial cash flows being delayed, which could lead to

higher cash requirements. We may also incur project development and construction costs

exceeding original estimates due to interest-rate hikes in the period or higher costs of materials,

labor, or other costs. Additionally, we may be unable to get projects built in time or within budget

due to a range of other factors, including, but not limited to, materials, equipment, technical

capacity or labor being in short supply or not being available; adverse weather conditions; natural

disasters; labor disputes; unforeseen engineering or geological or environmental problems

affecting projects; disputes with contractors and subcontractors; delays in granting licenses,

permits or authorizations from the competent authorities; and other issues and circumstances that

may involve increased costs of developing and operating plants.

Especially for those power plants that entered into electricity purchase and sale agreements on the

regulated market, delays in power plant construction and commercial operation may result in

losses of fixed revenue as established in such agreements and in the penalties set forth therein,

which can vary from a fine and agreement termination to the penalties provided for in regulations

by the National Electricity Agency (“ANEEL”) for non-compliance with the schedule of grants (such

penalties may range from fines - limited to 1% of the estimated amount of energy output during the

12 months before the notice of infraction is issued - to authorization cancellation, in severe cases).

Moreover, in the event of delays leading to non-fulfillment of the relevant energy agreements, we

may have to purchase energy by executing short-term energy agreements with third parties in,

which usually represents greater costs and may compromise our financial profitability and the

quality of the services provided to consumers.

Two of our power plants are currently in commercial operation and have started to meet the supply

conditions included in some late agreements - Pecém II and Parnaíba III. Other power plants

started commercial operation with delay and consequently may suffer revenue losses and

imposition of the penalties described above. Any of these factors could have an adverse effect on

our financial results and business plans.

Delay in the schedule for construction and coming on stream of any of the Plants could also result

in execution of the performance guarantee. In this context, ANEEL Order No. 3.617/2012

determined that the insurance company J. Malucelli Seguradora S.A. should execute the

guarantee, in the amount of R$16,356,500.00, relating to the Parnaíba III undertaking. UTE MC2

Nova Venécia S.A. filed an administrative appeal against this decision, and the execution was

stayed. The stay, however, will only remain in force until the appeal has been judged, and could be

overturned if the appeal is not granted.

Estimates on volume and quality of the natural gas reserves in the blocks in Parnaíba basin

and Seival Mine may be overestimated.


28

The natural gas blocks and coal mine reserves described in this Reference Form are estimates

based on evaluation methods used in the corresponding sectors and in assumptions related to the

production and market prices of natural gas and coal. There are many uncertainties inherent to

estimating the quantity of reserves and to forecasting potential future indices for the production of

natural gas and coal, including several factors beyond the Company’s control. Mineral resources

engineering involves estimating mineral deposits that cannot be determined precisely and the

accuracy of any reserves estimates is a function of the quality of data available, as well as of

geological and engineering evaluation and interpretation. Consequently, the Company cannot

guarantee to the investors that the natural gas and coal reserves described in this Reference Form

will be recovered or that they will be recovered at the expected rates. The Company may need to

review the useful life of the coal mine and of the natural gas blocks based on their actual

production and on other factors. For example, fluctuations in the market prices of natural gas and

coal, reduction of the reserves recovery rates, higher income or increase in operating and capital

costs due to inflation, exchange rates, or other factors may make mining or exploring determined

reserves expensive and may result in re-allocating the Company’s reserves. The Company might

be significantly and adversely affected if the number of its reserves referring to the blocks of

natural gas and coal is lower than estimated, especially if it has to purchase natural gas and coal

from third parties or develop mines in farther locations from the plants.

We may not be capable of generating all the energy we agreed to deliver by contract, which

may have an adverse effect on us.

In our electrical energy purchase and sales agreements, we undertake to generate and deliver

certain amounts of electrical energy. If we are not capable of or if we are prevented from

generating electrical energy in a sufficient amount to meet our obligations, we may have a

reduction in our estimated revenue, which may adversely affect our cash flow and results of

operation. Additionally, we may be obliged to acquire energy by entering short-term energy

agreements, which are usually more burdensome, to meet our obligations, which may compromise

our financial profitability and the quality of our services to consumers.

The natural gas blocks in the Parnaíba basin and the Seival mine may not reach projected

production volumes.

Our operations show significant dependence on production of natural gas by our affiliated, OGX

Maranhão, and on mineral coal by our subsidiary, Seiva Sul Mineração. Our estimates involve

future production from natural gas blocks in the Parnaíba basin and the Seival coal mine. No

assurance may be given that we will reach production volumes as expected. These production

volume estimates depend on the following factors:

concluding projects on time;

accurate estimates of gas and coal resources and reserves;

obtaining the equipment required and its performing properly, as well as skilled labor to

operate it;

soil conditions, including hydrologic conditions;

physical characteristics of coal;

chemical characteristics of natural gas;

accurate indices and estimated costs for producing and processing natural gas;


29

accurate indices and estimated costs for coal mining, extraction, processing and

production;

obtaining the necessary rights to exploit and produce (gas) and mine (coal), along with

licenses, authorizations and concessions;

actual production may differ from estimates due to several factors, including the following:

lower than initially estimated reserves;

faults relating to gas wells and mineshafts and their inclination, faults in processing and

treatment units or their equipment;

industrial accidents;

natural phenomena such as weather conditions, floods, droughts and landslides;

interest of our partners (including the majority shareholder of OGX Maranhão and partners

in the exploration of each block) regarding operation of the natural gas blocks may go

against our interests;

financial capacity of our Company and its partners to invest in the natural gas blocks and

coal mines, which is necessary to enable fund their operation;

unusual or unexpected geological conditions;

changing costs of electricity and possible power shortages;

shortages of key inputs and supplies necessary for operations, including explosives, fuels,

chemical reagents, water, spare parts and lubricants;

inability to process certain types of gas or mineral ores;

strikes and lack of manpower;

protests or civil unrest; and

government restrictions or regulations or other regulatory framework alterations.

Due to limited historical data and uncertainties affecting the nature, scope and results of our future

activities, we may not benefit from experience for the purpose of testing estimates, which would

raise the chances of these factors leading to actual results differing from estimates. Our not

reaching estimated production volumes of gas or coal may have a material adverse effect on any

and all future cash flows, profitability, results from operations and financial condition, particularly if

obtaining other sources of natural gas or coal is not possible or feasible.

Unfavorable court or administrative decisions may adversely affect our operating results.

We are a party to various cases involving civil law, labor, pensions and social security or tax

cases, initiated from time to time in the normal course of our business, which involve civil or

commercial matters, real estate, environmental, labor, social security or tax issues, among others.

In the event that actions lead to unfavorable verdicts in proceedings where the chance of dismissal

is regarded as possible or remote, or adversely affect our project deadlines, results from

operations may be adversely affected. In the case of administrative proceedings, unfavorable

administrative decisions may also adversely affect the schedule for implementing our

undertakings. In this context, Amapari Energia S.A., which has its industrial operations in the

Municipality of Serra do Navio, in the state of Amapá, with a capacity of 23 MW, has suffered an


30

unfavorable administrative decision, with the vacation of a specific area being determined.

Amapari Energia S.A. has submitted an application for the area to be regularized, which is now

being considered by the Federal Properties Management Superintendence in Amapá. If this

application is refused, our operating results may be adversely affected. For more information on

the relevant proceedings involving the Company and its subsidiaries, see item 4.3 in this

Reference Form.

Since a significant portion of our assets will be related to providing public services, these

assets will not be available to creditors even in the event of bankruptcy and may not be

pledged to ensure enforcement of court rulings.

A significant portion of our generating assets is related to providing public utility services. These

assets would not be available to settle claims in the event of bankruptcy nor may they be pledged

to ensure enforcement of judgments against us, since they must be returned to the concession

authority pursuant to our concession agreements and legislation. In addition, if there is early

termination of concession agreements or permits, the amount of compensation the concession

authority will pay us may be below the market value of the assets returned. These limitations may

significantly reduce amounts available to shareholders in the event of liquidation and may

adversely affect our ability to obtain funding.

We have several projects underway or being implemented and their future performance is

uncertain.

Currently we have several projects being implemented, or which have not reached implementation

phase yet, in addition to those that are being built and the prospecting for natural resources.

Therefore, we are subject to risks, expenses and uncertainties relating to implementation of our

business plan. Implementing projects will depend on our strategic planning and on adopting the

right business, financial, environmental, and logistics strategies required for our operations to

perform properly. We may be unable to successfully implement these strategies, or to effectively

manage the risk inherent to projects, which may adversely affect our revenues.

Our performance in the electricity generation industry in Brazil may be negatively affected

by increasing competition.

In the electricity generation segment, we face increasing competition in ANEEL’s auctions and for

that reason, our development and growth may undergo adverse conditions. The competition in our

sector by state and private companies has increased and that may result in pressure from the

competition by offering lower rates, which may result in a lower profitability level, which may affect

adversely our success in the auctions. In addition, regarding electrical energy trade activities, other

electrical energy suppliers may compete with us in offering electrical energy to consumers

qualified as “free” or potentially “free” consumers. If “free” consumers decide to buy electrical

energy from our competitors, we may be adversely affected, and this may have an impact on our

cash flow and results of operation.

We are significantly dependent on the performance of certain members of management and

losing any of them could adversely affect our ability to implement business strategies and

ensure growth.

Investors buying our shares rely on the ability, expertise, judgment, discretion, integrity and good

faith of our officers. Our performance depends significantly on our senior management’s efforts

and abilities. Any unexpected loss or departure of any of the most important officers, employees or


31

consultants, especially our CEO, could prejudice our future success and adversely affect our

business.

Our growth depends on our capacity to attract and maintain highly qualified technical and

administrative personnel.

We strongly depend on the services of technical personnel, as well as those services provided by

members of our administration, to perform our development activities and our project

implementation, as well as in the operation of existing assets. If we lose the main members of this

staff, we will have to attract and train additional personnel for our technical area. Such personnel

may not be available at the moment they are needed or, if they are available, this may have a high

cost. Technical personnel have been highly demanded and we compete for this type of workforce

in a global market offering these services. Attractive opportunities in Brazil and in other countries

may affect our capacity to hire or maintain the talents we need. If we cannot attract and maintain

the key staff we need to expand our operations, we may not be capable of managing our business

effectively, and this may have an adverse effect on us.

Our activities will require substantial capital investments and maintenance costs that we

may not be able to afford.

To meet estimates for levels of production, construction of power plants, natural gas blocks and

our coal mines, and subsequent sale of energy and natural resources, more substantial capital

investment will be needed. Among other purposes, we and our partners in the various plants and

in the exploration of the natural gas blocks, will require capital for managing acquired assets,

acquiring new equipment, maintaining existing equipment in operational conditions, funding

operating costs, obtaining property ownership rights, licenses and permits, and to ensure ongoing

compliance with environmental regulations and legislation. To the extent that funds generated

internally and those arising from loans and financing may be insufficient to fund our capex

requirements, we will have to obtain additional funds through debt and / or issuing securities.

However, this funding may not be available or, may not be available on acceptable terms. Future

funding of our debt, if available, may result in higher debt servicing and amortization costs, higher

levels of leverage and diminution of revenues available to fund further acquisitions and growth of

business. Moreover, future debt financing may limit our ability to withstand competitive pressures

and subject us to more vulnerability in periods of economic crisis. If we are unable to generate

cash or obtain sufficient additional capital in the future, we may be forced to reduce or delay

capital expenditures, sell assets or restructure or refinance our debt.

Our growth through bids may be adversely affected by future government or political

actions related to grants for energy generation plants in Brazil.

The Company intends to participate in bids to receive generation grants. In the invitations to bid for

generation grant, the Granting Authority imposes certain demands on all participants, including

minimum requirements indicating financial stability of the participant and/or its shareholders. We

cannot guarantee that we will be capable of meeting all the necessary requirements to obtain new

grants or to participate in new bidding processes. The rules for generation plants bidding

processes are subject to changes. We cannot guarantee how frequently the bidding processes

related to new energy generating plants will actually take place. If such biddings do not occur, or if

they are held on terms that are not economically feasible or sufficiently attractive to us and to our

controlling shareholder, the expansion and diversification of the current generation park may be

adversely affected and consequently, this may lead to a reduction in the market price of the


32

Company’s shares.

Our financial agreements have specific obligations, among which the obligation to maintain

financial indices and restrictions to our indebtedness capacity, and any default due to non-

compliance with these obligations may materially adversely affect us.

The Company is a party to several financial agreements, with a significant level of indebtedness

due to the need for a large volume of financial resources to develop our projects and undertakings.

These financial agreements subject us to certain specific conditions and obligations, as a result of

which significant adverse changes in interest rates and the currency rate in the Brazilian policy

affect us, causing an increase in our future expenses, due to debt charges, or leaving us unable to

renegotiate payment terms, which could reduce our net earnings and, consequently, our capacity

to honor our contractual obligations.

In addition, we could incur additional indebtedness in the future to finance acquisitions or

investments, or for other purposes, or for conducting our business transactions, subject to the

restrictions applicable to our existing debt. If we incur additional debt, the risks associated with our

financial leverage may increase, as well as the possibility that we may not manage to maintain

financial ratios or generate sufficient cash to pay the principal, interest and other charges on the

debt.

Default due to non-compliance with those obligations and conditions, which is not remedied or

waived by the creditors, may result in such creditors’ decision to declare acceleration of maturity of

the balance of the corresponding debt, and this may also result in acceleration of debts under

other financial agreements, and future amounts to become due (principal, interest, and fines) and

that are the subject matter of the respective agreements, may become immediately payable. In the

event of regular or accelerated maturity deriving from default of some of our debts, our assets and

cash flow may be insufficient to fully pay the balance in our financial agreements, which may have

a significant negative effect on our financial condition and results of operation.

We cannot guarantee that we shall have the financial resources to carry out our investment plans

in full, and lack of access to such resources on satisfactory terms and in sufficient amounts may

restrict the future growth and development of our activities, which might adversely affect us. For

more information of our indebtedness, see sections 3.7, 3.8 and 10.1 (f) and (g) of this Reference

Form.

We are liable for any damages resulting from our electrical energy activities, and our

insurance policies may be insufficient to cover such damages.

According to the Brazilian legislation, our Company is liable for damages deriving from electrical

energy generation activities. In addition, our Company may be adversely affected by damages

caused by third parties due to shutdowns or disruptions to its activities not attributed to a specific

member of the ONS. We cannot guarantee that our insurance policies will fully, or even partially,

cover potential damages deriving from our activities, which may have an adverse effect on the

Company.

We may not succeed in retaining the buildings and areas in which our plants are located or are under development, which may adversely affect our activities, financial condition, and operating results.

We have a large portfolio of thermal energy projects, three of which are developed in own areas (Itaqui, Seival TEP, and Parnaíba) and the remainder developed in areas occupied under lease, freelease, easement, right of use, usufruct, or surface (such as Energia Pecém, Pecém II, Amapari, Sul TEP, Seival TEP, Tauá, Açu TEP, among others). We have no means of


33

guaranteeing that such areas will not be subject to expropriation, or that no early termination of the contracts legitimizing their occupation will take place. If any of these situations should arise, our financial condition may be adversely affected, possibly causing negative effects on our business and operating results.

(b) Risks relating to our controlling shareholder or group

Our controlling shareholders may make certain decisions in relation to the business

without participation of all shareholders and that may conflict with the interests of all

shareholders.

On the date of this Reference Form, the Controlling Shareholders hold voting powers sufficient for

the following purposes:

designating a majority of members of our board of directors;

casting the deciding vote in relation to altered control of our company even if such

alterations do not reflect the best interests of shareholders;

casting the deciding vote in relation to strategic merger with another company that could

bring significant results for companies involved in the merger;

restricting the opportunity for shareholders other than the controlling shareholders to

receive the difference between carrying value and the amount paid for their shares in any

corporate restructuring, including absorption, merger or demerger, and influence our

company’s dividend policy.

(c) Risks related to our shareholders

We cannot guarantee that shareholders will be paid dividends in the future.

Under our bylaws, shareholders are entitled to an annual mandatory dividend of not less than 25%

of net income, to be decreased or increased by the following amounts: (i) the amount allocated to

legal reserve; and (ii) the amount allocated to the contingency reserve and reversal of reserves

made in prior years. Except for the mandatory minimum dividend required under the Law of

Corporations and our bylaws, any future decision regarding payment of dividends will be made on

a discretionary basis. The decision to distribute dividends will depend on profitability, financial

condition, investment plans, contractual limitations and restrictions imposed under applicable law,

including regulations issued by the CVM, among other factors. Additionally, our ability to pay

dividends depends on our ability to generate profits and to absorb accumulated losses. We cannot

guarantee that shareholders will be paid dividends in the future.

Brazilian stock market volatility and illiquidity may substantially limit investors’ ability to

sell our shares at the desired price and time.

Investment in securities traded in emerging markets such as Brazil, often involves higher risk than

other global markets, and such investments are in general seen as more speculative. The

Brazilian securities market is substantially smaller, less liquid, more concentrated and may be

more volatile than other major stock markets worldwide. Any outflow of foreign capital from Brazil

in times of economic crisis may affect share prices of companies listed on the BM&FBOVESPA.

The market price of our shares may also be affected by various factors unrelated to our

performance, such as economic crises, changing interest rates, exchange-rate controls and

restrictions on remittances abroad, exchange-rate variations, inflation, liquidity in the domestic


34

financial and capital market, lending, tax policy and tax regime or other political, social and

economic events.

Additional funding through a share offering could dilute the equity interest of investors.

In the future, we may obtain funding through public or private issues of debt securities, whether or

not convertible into shares, or by issuing shares. Under the Law of Corporations, additional

funding from shares or securities convertible into shares may be obtained with the exclusion of

preemptive rights of our shareholders, which may lead to the dilution of such shareholders equity

interests.

The interests of company officers, and employees in some cases, may become excessively

linked to our share prices, since they may be granted options to purchase or subscribe to

our shares.

The purpose of our stock option program is to enable our officers and employees or those of other

companies under our control, subject to certain conditions, to acquire our shares for the following

reasons: (a) encourage better management of the company and undertakings under our direct or

indirect control; (b) attract, motivate and retain highly qualified executives on our staff; and (c)

make our companies and other EBX group companies more attractive.

The possibility of our managers and employees receiving as part of their remuneration, options to

purchase or subscribe to our shares at a strike price below market price, may lead such officers

and employees to have their interests excessively linked to the price of our shares to the detriment

of their long-term goals, which may negatively impact our business.

(d) Risks related to our subsidiaries and affiliates

Risks related to our subsidiaries and affiliates are the same as those related to our company.

(e) Risks related to our suppliers

We signed Engineering, Procurement and Construction (EPC) contracts for the

construction of projects with Power Purchase Agreements (PPAs). If the EPC

counterparty’s services do not conform to a minimum standard of quality, or do not meet

project specifications, our financial condition and results of operations may be adversely

affected.

We signed energy supply agreements for various of our projects before they are completed and

before their energy generation capacity is installed. For construction of these projects, we enter

into EPC contracts, which must follow the specifications of each project. Failure to comply with

such technical specifications, not meeting levels of quality for services provided, or delays

affecting construction schedules provided for in our EPC contracts may adversely affect our

financial condition and results of operations.

We rely on suppliers of domestic and imported equipment and hire outsourced services for

the construction, operation and maintenance of our projects. If equipment purchased or

used by suppliers, or services provided are not delivered in such a way as to meet

specifications and minimum quality levels for each project, our results of operations may

be adversely affected.

Key equipment for construction of our projects, or their operation and maintenance is purchased


35

by contracting Brazilian and / or international companies that are recognized in their fields.

Services supplied to us may not meet quality requirements stipulated, which may lead to our failing

to comply with conditions stated in our concession agreement and may cause accelerated wear

and tear of electric generating assets, or other problems resulting in additional costs and affecting

cash flows of projects and our company, which may adversely impact our financial condition and

operating results. The above may take place in case of unforeseen disruption or suspension of

contracts for supply of equipment or services.

In the case of our suppliers of products and services being hit by cyclical, administrative or

financial impacts affecting delivery of products or services as agreed, our financial

condition and results of operations may be adversely affected.

Our company engages and depends on services and products provided by certain companies.

Conjunctural, administrative or financial impacts may involve these companies and definitively or

partly affect delivery of products or services as agreed, which may lead to impact on operating

results from our projects, due to possible suspension or disruption of supplies, or to difficulty in

engaging other suppliers.

We may be unable to ensure we have all fuel required to generate electricity at our

thermoelectric plants, or be unable to ensure viable conditions for operating them, in which

case, our financial condition and results of operations may be adversely affected.

Supplies of fuel may not be satisfactory, or may be technically impracticable due to production

shortfalls and finding another source of fuel may be uneconomical. Several variables may

contribute to this possibility, but mainly factors related to the risk of operating and producing the

coalmine and natural gas exploration blocks, as mentioned in item (a) above, and the logistical

risks of transporting fuel from its production area to the thermoelectric plants. In these cases, our

financial condition and results of operations may be adversely affected.

(f) Risks Related to Our Customers

We may be liable for losses and damages caused to third parties as a result of failures in

electricity generation at our plants, or outages or disruption that cannot be attributed to

any other electric industry agent, and insurance may be insufficient to cover such losses

and damages.

We may be held liable for (i) loss or damage to third parties due to failures in the operation of our

plants causing outages or disturbances for the distribution and / or transmission system or (ii)

outages or disruption that cannot be assigned to any identified electric industry agent, except in

cases of force majeure. In this case, compensation amounts shall be allocated in the following

proportions: 60% distribution agents, 20% generation agents and 20% transmission agents, which

could lead to materially and adversely affect the conduct of our business, operating results and

financial condition.

Our ability to receive payments owed by clients may be adversely affected in case of

deterioration of such clients’ ability to pay

Receivables from our investees in the generation and trading of electrical energy depends on the

continuous creditworthiness of their clients, control of risk and ability to charge amounts due. If

these clients’ ability to pay deteriorates, this may adversely affect our financial condition and

operating results.


36

(g) Risks Relating to Sectors of the Economy in which We Operate

Our market risk management strategy may be ineffective.

We are exposed to normal market risks, such as fluctuating interest rates, exchange rates and

commodity prices. Our hedge transactions, which may also limit potential benefits we could

otherwise enjoy if commodity prices were to rise. In addition, we may decide not to hedge market

risks, or we may use other risk management practices, or such types of transaction may not be

available. Accordingly, in the event our hedging strategy fails to successfully minimize cash flow

exposure to said fluctuations, and in the event we fail to identify correlations between various

market risks to which we are subject, our financial condition may adversely be affect.

Demand for electricity in Brazil may not grow, or may grow less than we estimated, or may

be supplied by other electric generating projects.

Our investments in electric generating projects were based on expected growth of demand for

electricity in the coming years in Brazil. However, demand may not grow or may grow less than we

initially estimated. In addition, any growth of demand, whether less than, equal to, or greater than

the increase we estimated, may be met by other electric generating projects that are now

operating or will come on stream in the future. In this case, estimated revenue from our projects

may be reduced, thus adversely affecting our results.

How our electric generating projects yet to be contracted will materialize depends on the

scenario for future electricity prices, which may differ significantly from the current market

consensus.

Our investments in electric generating projects were based on future electric- price scenarios that

may not occur or may be largely unfavorable for new investments providing attractive returns. In

this case, estimated revenue from our projects may be reduced, thus adversely affecting our

results.

(h) Risks Relating to Regulation of Sectors in which we operate

Extensive governmental legislation and regulation and changes in regulations for the

electric sector may affect our business and results of operations.

Our activities and those of our competitors are regulated and supervised by the National Agency of

Electrical Agency - ANEEL, which implements guidelines from the Ministry of Mines and Energy,

the federal government body responsible for Brazil’s energy policies. Brazil’s electric sector

institutions have historically had a substantial degree of influence on their business, including

energy production, for which dispatch is centralized by the National Electric System Operator

(ONS).

The federal government has brought in new policies for the energy sector through Law 10488 of

March 15, 2004, which introduced the New Electric Industry Model and altered guidelines for

industry agents. Any regulatory measure may have significant impact on our activities and

adversely affect our results.

Among the regulatory changes promoted in the industry, we highlight (i) the creation of the

Chamber of Electrical Energy Trade (“CCEE”) and of new sectoral bodies; and (ii) the changes in


37

the Ministry of Mines and Energy - MME and the National Electricity Agency - ANEEL

competencies. According to the Brazilian legislation, ANEEL is authorized to regulate several

aspects of the business of electrical energy generation, transmission, and distribution

concessionaires, in the overall electric industry, including investment needs, incurring additional

expenses, and tax and price calculation (except for the prices of electrical energy in the free

market), as well as the limit to passing on the prices of energy purchase to tariffs charged by the

concessionaires.

The constitutionality of the New Industry Model Law was challenged before the Federal Supreme

Court through direct actions for unconstitutionality. On October 11, 2006, the Federal Supreme

Court denied the provisional measures of the direct actions for unconstitutionality, stating that, in

principle, the New Industry Model Law does not violate the Federal Constitution. The merits of the

direct actions for unconstitutionality are pending judgment, and on January 6, 2009, the Office of

the Attorney General of the Republic ruled in favor of dismissing the request. Should the New

Industry Model Law be declared unconstitutional, the electric power sector agents will be

adversely affected. The full effect of the reforms introduced by the New Industry Model Law and its

continuity, as well as the final result of the action before the Federal Supreme Court and future

reforms in the electric power industry regulation are difficult to predict, and they may have an

adverse effect on our business and results of operation.

Our main commercial activities, the implementation of our growth strategy, and the running of our

business may be adversely affected by government actions, among which: (a) changes in the

legislation applicable to our business; (b) disruptions and/or changes in federal concession

programs; and (c) imposition of stricter criteria to qualify for future bids

ANEEL may apply penalties against us or intervene in authorizations that we may be

awarded for breach of obligations stipulated in concession agreements, permits and

industry laws and regulations.

ANEEL may apply penalties for breach of any stipulation in our concession agreements or permits.

Depending on the severity of the breach, pursuant to current legislation such penalties may

include:

cautions;

fines per breach of up to 2% of our revenues for the year immediately preceding the

current period on the date of violation;

embargoes on construction of new facilities or equipment;

restrictions on operating existing facilities and equipment;

temporary suspension from bidding processes for new concessions or permits; or

forfeiting concessions or permits.

Without prejudice to the above-mentioned penalties, ANEEL may also intervene temporarily in

concessions or permits awarded us to ensure proper operation of generating structure and

compliance with applicable laws and regulations.

Any of the above listed penalties, or ANEEL’s intervention in concessions or permits we may be

awarded, could have a materially adverse effect on our business, operating results and financial

condition, and on the market price of our shares.

We cannot guarantee whether our authorizations will be renewed.


38

We conduct our electrical energy generation activities based on authorizations granted by ANEEL,

which are valid for 35 years.

The permits may be revoked in the event of material loss in the development of authorized

activities and/or in the event of holder’s non-compliance, especially, in the event of: I – failure to

comply with schedules, obligations and charges arising from the authorization; II – failure to pay

the amount arising from the penalty imposed on the holder; III – failure to comply with the notice of

inspection to regulate the operation of the authorized venture; IV – trading of electrical energy not

in compliance with the provisions of the legislation, specific rules and authorization act; and V –

termination of the agent of the Electrical Energy Trading Chamber – CEEE for non-compliance,

among others.

Additionally, we cannot guarantee whether our authorizations will be renewed or new

authorizations will be granted upon the expiration of current terms. If these authorizations are not

renewed or granted, or renewed or granted under unfavorable conditions for our Company, our

business and operating and financial results may be adversely affected.

Like the electricity sector, the natural gas and mining sectors are also subject to

government regulation and any changes in the latter may affect our business and results of

operations.

Our activities in the mining and natural gas sectors are subject to regulations applied by local

authorities, therefore regulatory changes may materially affect our projected results. Under the

terms of the Brazilian legislation, the Brazilian Government is the owner of all mineral deposits and

natural gas reserves in Brazil, and the concessionaire has the title only to the ore and/or natural

gas it produces. The Company depends on natural gas to generate electrical energy in some of its

ventures, which are supplied by certain concessionaires duly licensed by the Brazilian

Government. In addition, the National Petroleum Agency (ANP) and the National Department of

Mineral Deposits (DNPM) regulate and supervise the natural gas and mining sector, respectively,

granting concessions for the production of natural gas. Such concessions impose several

obligations on the concessionaires, including concessionaires from which the Company obtains

the natural gas and mineral coal for the generation of electrical energy, and in the event any such

obligations are defaulted, the ANP and/or DNPM are entitled to terminate the concession

agreements. Thus, in the event the Brazilian Government limits or prevents such concessionaires

with which the Company has a relationship from exploiting these natural gas or mineral coal

reserves or in the event the ANP and DNPM impose restrictions that interrupt the natural gas

and/or mineral coal supply to the Company and its controlled companies, its capacity to generate

revenue may be adversely affected, causing a significant adverse effect on the result of its

operations and on its financial condition.

Changes in environmental laws and regulations may adversely affect the business of the

companies operating in the electricity industry, including Our Company.

Companies operating in the electricity industry, in particular generation companies, are subject to

strict federal, state and local environmental legislations regarding, among other things, air

emissions and intervention in protected area. Such companies need licenses and permits from

government agencies to conduct their activities. In the event of breach of or non-compliance with

such laws, regulations, licenses and permits, companies may suffer administrative sanctions such

as fines, suspension of activities, cancellation and revocation of licenses or permits, and, in certain

cases, they may be subject to criminal sanctions (including its management). The Office of the

Federal Prosecutor may file a civil investigation and/or a public civil action seeking compensation

for any damage caused to the environment and third parties. Government agencies or other


39

authorities may also issue new stricter rules or adopt more restrictive interpretations of existing

laws and regulations, which may require electricity companies to use additional resources in

environmental remediation, including in obtaining environmental permits for facilities and

equipment not previously subject to environmental licensing. Government agencies or other

authorities may also significantly delay the issuance of licenses and permits required for the

development of electricity companies, causing delays in project implementation schedules. Any

action in this direction by government agencies may adversely affect electricity business and

create a negative effect on our business and results.

The occurrence of environmental damages involving our activities may subject us to

paying substantial environmental remediation costs, including indemnification and

penalties, which could adversely affect our business and the market value of our shares.

The activities of the electricity sector may cause significant environmental impacts and damages.

Federal laws impose strict liability to those who directly or indirectly cause environmental

degradation and therefore the duty to remediate or compensate the damage caused to the

environment and to third parties affected, regardless of willful misconduct or fault. Federal laws

also provide for disregard of corporate veil of the polluting company, holding managers personally

liable, to enable compensation of the damages caused to the environment. As a result, the

Company, its controlling shareholders and managers may be required to bear the cost of

environmental remediation. The payment of substantial environmental indemnifications or relevant

expenses incurred to fund environmental remediation may prevent, or lead our Company to

postpone or redirect investment plans in other areas, which may adversely affect our business and

operations.

(i) Risks relating to our foreign operations

We are subject to operational risks relating to international operations.

In addition to Brazil, we are developing a project that is under analysis and review in Chile, which

is being analyzed and reviewed.

Therefore, the risks referred to in item (a) above are also applicable to ENEVA’s foreign

operations, which involve risks relating to construction of thermoelectric plants, risks related to

exploitation of natural resources, logistical risks, risks related to meeting construction deadlines,

licensing risks, and others.

If one or more of the above-mentioned risk factors should materialize, we may not reach our

strategic objectives in these countries or in our international operations as a whole, which may

adversely affect our operating results and financial condition.

We are subject to social, political and economic risks in relation to our international

operations.

Our international operations include those in countries in which there may be political, economic or

social instability. The operating results and financial condition of our subsidiaries in these countries

may be adversely affected by fluctuating economic conditions, political instability and local

government measures, in addition to other risks including:

controls on currency exchange and prices;

restrictions on exports and imports of natural resources;

local currencies fluctuating against the BRL or USD;


40

higher rates of export tax, income tax or royalty payments; or

unilateral institutional (government) or contractual alterations, including controls and

limitations on investments in new projects.

If one or more of the above-mentioned risk factors materializes, we may not achieve our strategic

objectives in these countries or our international operations as a whole, which may adversely

affect our operating results and financial condition.


41

4.2 - Comments on expected alterations of exposure to risk factors

Our policy is to continuously monitor risks related to our operations, and macroeconomic or

industry-level changes that may affect our activities. We have not presently identified any increase

or decrease of exposure to the risks factors mentioned in item 4.1.


42

4.3 – Non-confidential and relevant legal, administrative or arbitration

proceedings

On April 30, 2013, the Company and its parent companies were party to 108 court

proceedings of which 34 are civil proceedings, 69 are labor claims and 5 are tax

claims, all of them involving an approximate amount of R$22 million, assessed by

external attorneys as not bearing a likely risk of loss, and, therefore, no provision

for contingency was created. The Company and its parent companies are also

party to 51 administrative tax proceedings, labor claims and environmental

proceedings that involve an approximate amount of R$28 million.

As of the date of this Reference Form, our subsidiaries were party to 5

administrative proceedings filed by National Electric Power Agency. These

proceedings involve, among other matters, failure to comply with the schedule for

implementation of generation units, failure to meet dispatch requests made by the

Electric System National Operator and non-compliances related with plants (e.g.

no identification and signs and lack of information in monthly reports filed by our

Company at National Electric Power Agency).

In the scope of these administrative proceedings for inspection, National Electric

Power Agency may impose penalties upon issuance of an assessment notice.

When applying the penalty, National Electric Power Agency will observe the

dosimetry criteria, considering the scope and severity of the breach, potential

damages resulting from this breach, the advantage obtained by the breaching

party and the existence or not of recurrence. Additionally, all administrative

proceedings in question must observe the principles of broad defense and

adversary proceeding, so that our Company may have the opportunity to submit

justifications and exclusions of liability.

The Company and its parent companies are parties to lawsuits and/or

administrative proceedings that, in the opinion of the Company, are individually

considered relevant from a financial perspective as they involve amounts above

R$10,000,000.00 or matters that, if decided against the Company, may affect its

operations or image, as we show below:

Tax Proceedings

On April 30, 2013, the Company and its parent companies are party to 5 court tax

proceedings and 9 administrative tax proceedings. The amount involved in court

proceedings totals approximately R$71 thousand. Of the five court proceedings,

the Company and its subsidiaries are plaintiffs in two of them. The administrative

proceedings, in turn, total approximately R$27.4 million. In all of them the chances

of loss range from possible to remote. For this reason, the Company recorded no

provisions for the respective amounts. The subject matters of the most significant


43

proceedings in terms of amounts mainly involve the payment of the Goods and

Services Circulation Tax - ICMS.

Administrative Proceeding 28730.024452 - Assessment Notice No. 505/2011

a. Court State Revenue of the State of Amapá

b. Court Lower administrative court

c. Filing Date November 11, 2011

d. Parties to the Proceeding Plaintiff: State Revenue of the State of Amapá

Defendant: Amapari Energia S.A.

e. Amounts, Goods or Rights

in Dispute

R$14,341,575.39

f. Principal Facts Collection of the Goods and Services Circulation Tax - ICMS due to

alleged lack of payment of tax, due to the improper recognition of the

Goods and Services Circulation Tax - ICMS credit accumulated, resulting

in an outstanding tax debt for April 2009. Further, a fine was imposed for

failure to comply with an accessory obligation.

On November 11, 2011, we learnt about the issue of the notice and, on

December 12, 2011, we filed a challenge. The case records have been

waiting for a decision by the judging body since then.

g. Chances of Loss Possible in the administrative sphere and remote in the legal sphere.

h. Analysis of the Impact if

the Case Is Lost

Only the financial impact referred to in item “e”. A loss in this proceeding

may impact our results in the year this amount becomes payable.

i. Provisioned Amount, in the

Case of Provision

Not applicable because the Company does not make provisions when the

chances of loss are possible and remote.

Administrative Proceeding No. 1/000364/2011 - Assessment Notice Nº 1/201022812

a. Court State Revenue of the State of Ceará

b. Court Second administrative court

c. Filing date January 29, 2011

d. Parties to the Proceeding Defendant: MABE Construção e Administração de Projetos Ltda.

Plaintiff: State of Ceará

e. Amounts, Goods or Rights in

Dispute

R$10,593,732.69

f. Principal Facts January 26, 2011: Collection of formal fine for failure to comply with

ancillary obligation consisting of receipt of goods from other states with tax

documentation lacking transit stamp. August 6, 2012: Assessment notice

still with the lower court. On September 20, 2012, we have filed a

voluntary Appeal. The case records have been waiting for a decision by

the judging body since then.

g. Chances of Loss Remote

h. Analysis of the Impact if the

Case is Lost

Only the financial impact referred to in item “e”. A loss in this proceeding

may impact our results in the year this amount becomes payable.

i. Provisioned Amount, in the Not applicable because the Company does not make provisions when the


44

Case of Provision chances of loss are possible and remote.

Civil Proceedings

On April 30, 2013, the Company and its subsidiaries were party to 34 civil lawsuits

and 23 administrative civil proceedings. The amount involved in court civil

proceedings totals approximately R$18 million and, out of the 34 civil lawsuits, we

and our subsidiaries are plaintiffs in eight. The amount involved in administrative

civil proceedings totals approximately R$832 thousand. In all proceedings, the

chances of loss range from possible to remote and, therefore, we did not record a

provision for these amounts. Among the civil proceedings to which the Company

is a party, no matter is the most representative.

Ordinary Proceeding No. 2008.34.00.032541-0

a. Court 3rd

Federal Lower Court of the Judicial District of the Federal District

b. Court Lower court

c. Filing Date October 14, 2008

d. Parties to the Proceeding Plaintiff: Amapari Energia S.A.

Defendant: National Electrical Power Agency


in Dispute

Fuel cost recovery mechanism, CCC-ISOL.

f. Principal Facts Amapari Energia filed a lawsuit with a request for provisional protection

against the National Electric Power Agency, because after granting the

authorization as Independent Power Producer, on August 05, 2008, the

National Electric Power Agency handed down a decision denying the

recovery mechanism related to Fossil Fuel Consumption Account of

Isolated Systems, a tax created by Law No. 5899 of July 5, 1973, further

amended by Law No. 12.111 of December 9, 2009 (“CCC-ISOL”) to

Amapari. On October 29, 2008, the request for provisional protection

was granted. On January 29, 2009 Amapari filed a petition requesting

the immediate execution of the granted protection, with the determination

that an official note be issued to Eletrobrás for the inclusion in the CCC-

ISOL. On July 02, 2009, Amapari filed a petition stating (i) loss of a

subsequent interest in the lawsuit due to the acknowledgment on the part

of the National Electric Power Agency that in a recent decision of its

Executive Board authorized the inclusion of the thermoelectric power

plant, or UTE, in the CCC-ISOL; and (ii) the noncompliance with the

provisional decision. On July 15, 2009, a decision was handed down

declaring the default of the National Electric Power Agency. On July 20,

2009, Amapari filed a request to produce accounting evidence, and on

August 19, 2009 the National Electric Power Agency filed a petition

informing that the evidence present is sufficient for the solution of the

demand and requesting the reconsideration of the decision in which its

default was declared. On August 27, 2009, Amapari filed a petition

repeating the request for the release of the collateral corresponding to


45

the months that are no longer the subject-matter of the case and

requesting the official issue to Eletrobrás that the inclusion of the

thermoelectric power plant, or UTE, in the CCC-ISOL mechanism

comprises the fuel purchases made since November 11, 2008, and on

October 02 2009, the National Electric Power Agency filed a petition

stating that it did not agree with the request of partial collateral release.

On October 22, 2009 Amapari repeated the request for collateral

release, and on October 26, 2009, the request of Amapari was

dismissed. Amapari then filed a motion for clarification on November 09,

2009. On March 01, 2010, a decision was handed down rejecting the

Motion for Clarification. On May 13, 2010, a decision was handed down

of the bill of review that grants the provisional protection to release

Amapari form the obligation to maintain the collateral offered by it in the

original pledge. On May 28, 2010, a decision was handed down serving

the parties of the decision handed down by the Regional Federal Court

of the 1st Region that released Amapari from maintaining the collateral.

On July 01, 2010, a petition of the Prosecution Office was filed sending

copies of the official communications 392/PJSN/2008 and

144/PJSN/2010 and of the Partnership Instrument executed in 2008 with

Amapari. On July 27, 2010, a complied warrant was entered of record by

means of which the National Electric Power Agency was summoned to

comply with the court decision releasing Amapari from the obligation to

maintain the offered collateral. On September 30, 2010, a petition of the

National Electric Power Agency was entered of record explaining that the

release makes the action of the authority dispensable. On September 30,

2010, a petition of the National Electric Power Agency was entered of

record explaining that the release makes the action of the authority

dispensable. On November 09, 2010, a decision was published

determining that the plaintiff file a statement on the petition of the

National Electric Power Agency. On November 12, 2010, a petition was

filed by Amapari informing that it was aware of the statement of the

National Electric Power Agency, as well as requesting the continuation of

the case with the conduction of an expert analysis. On May 26, 2011, a

decision was published that dismissed the request for an expert analysis

made by Amapari, on grounds that there is no claim for damages in the

complaint. On May 31, 2011, a motion for clarification was filed by

Amapari, indicating an omission in the decision that dismissed the

request for an expert analysis for not having regarded the fact that the

order that the National Electric Power Agency pay damages makes the

request expressed in the complaint dispensable, in view of the fact that it

is a conversion of the affirmative covenant concerning the period in

which the authority did not include the Thermoelectric Power Plant Serra

do Navio in the CCC-ISOL, in spite of a decision in that sense. On

August 08, 2011, the motion for clarification was rejected. On July 25,

2012, a decision was published that the parties should file their final

briefs. On November 09, 2012, the records with the final briefs of

Amapari and the National Electric Power Agency were sent to the judge,

to be taken under advisement.

g. Chances of Loss Possible


Case Is Lost

In the event the case is lost, Amapari would have to reduce the

outstanding balance (receivable) in the amount of R$24,6 million, for the

result (loss).

i. Provisioned Amount, in the Not applicable because the Company does not make provisions when


46

Case of Provision the chances of loss are possible.

Action of trespass No. 9236-03.2012.8.10.0001

a. Court 2nd Lower Civil Court of the Judicial District of São Luís – MA


c. Filing Date March 4, 2012

d. Parties to the Proceeding Plaintiff: Lurdimar Santos Magalhães

Defendant: ENEVAS.A. (UTE Porto do Itaqui Geração de Energia S.A.)


in Dispute

Area of 2500 square meters located at Estrada de Porto Grande No. 6,

close to Vila Maranhão, where ENEVA was to construct an electricity

transmission tower.

f. Principal facts

The Plaintiff filed an action of trespass against ENEVA S.A. (UTE Porto do

Itaqui), alleging that she had undisturbed and peaceful possession of

Estrada de Porto Grande No. 06, close to Vila Maranhão. She alleges that

ENEVA constructed an electricity transmission tower occupying 40 square

meters, in addition to the transmission network area where nothing may be

planted. She demanded that the defendant be sentenced to pay an

indemnity in the amount of R$50,000,00 (fifty thousand Reais). ENEVA

(UTE Porto do Itaqui) filed its defense on September 4, 2012. The plaintiff

was notified on October 18, 2012, to file a reply, but has not done so. The

case records were sent to the judge on December 6, 2012.



the Case is Lost

Only the financial amount in dispute.


Case of Provision


chances of loss are possible.

Action for damages No. 36066-74.2010.8.10.0001

a. Court 8th Lower Civil Court of the Judicial District of São Luís – MA



d. Parties to the Proceeding Plaintiff: Maria do Socorro Santos and others

Defendant: UTE Porto do Itaqui Geração de Energia S.A.


in Dispute

Request for interlocutory relief for defendant to suspend construction works

on the Itaqui Thermoelectric Plant while this claim is in progress, on

penalty of a daily fine to be fixed by the Judge. Payment of material

damages amounting to R$1,415,000 (one million four hundred and fifteen

thousand Reais) and moral damages to be fixed by the Judge.

f. Principal facts

The plaintiffs filed an action for damages with a claim for interlocutory relief

owing to the alleged occupation by the defendant of an area belonging to

the plaintiffs. They claim (i) an interlocutory relief ordering the defendant to

suspend work on the Itaqui Thermoelectric Plant while this case is in

progress, on penalty of a daily fine to be fixed by the Judge; (ii) that the


47

defendant be sentenced to pay an amount of R$1,415,000 (one million four

hundred and fifteen thousand Reais) for material damages, plus moral

damages to be fixed by the Judge. The defendant filed its defense on

February 4, 2011. The plaintiffs filed a petition on September 1, 2011,

reiterating the request for an injunction to be granted for the removal of the

transmission line from the land supposedly belonging to the plaintiffs. The

case records were sent to the judge on September 5, 2011.



the Case is Lost

Only the financial amount in dispute.


Case of Provision



Action for Repossession No. 36.445/2009

a. Court 3rd Lower Civil Court of the Judicial District of São Luís – MA


c. Filing Date September 30, 2009

d. Parties to the Proceeding Plaintiff: Companhia Operadora Portuária do Itaqui - COPI (“COPI”)


e. Amounts, Goods or rights

in Dispute

Possession of land in the Industrial District of São Luís – MA and

sentencing of defendant to pay damages due to the time the defendant

occupied the property.

f. Principal facts

The Plaintiff filed an action repossession claiming damages for the purpose

of being granted an injunction for repossession of land measuring

88,124.75 square meters in the Industrial District of São Luís – MA and

sentencing of defendant to pay damages due to the time the defendant

occupied the property. The defendant filed its defense on April 20, 2010.

The injunction requested by COPI was denied in a ruling dated September

1, 2011, since the plaintiff had not proved possession, a legal requirement

of article 927, paragraph I, of the Civil Procedure Code. This decision was

appealed (Case No. 0005318-28.2011.8.10.0000) by COPI, and the

suspensive effect was denied in a ruling rendered on October 21, 2011, by

Judge Jaime Ferreira de Araújo. On January 12, 2012, the Court of Justice

of the State of Maranhão ruled against COPI’s appeal. The plaintiff

submitted a special appeal against this decision, which was not accepted

by the President of the Court of Justice of the State of Maranhão, in a final

and unappeallable decision. The case was sent to the judge on November

1, 2012, and is probably pending trial.



the Case is Lost

Only the financial amount in dispute is R$88,124.75.


Case of Provision



Action for Annulment of Public Deeds of establishment of easement No. 37.156/2009

a. Court 4th Lower Court of the Public Treasury of the Judicial District of São Luis -

MA


48


c. Filing Date December 1, 2009

d. Parties to the Proceeding Plaintiff: Maria Cristina dos Santos Bittencourt et al

Defendant: UTE Porto do Itaqui Geração de Energia S.A. et al


in Dispute

Rights related to the deed of establishment of easement

f. Principal facts

The action was filed on December 1, 2009. On February 11, 2010, an

order was issued granting free legal aid and determining that the defendant

be summoned to file a defense. Case records sent to the judge on July 21,

2010, in view of the plaintiff’s filing for interlocutory relief.



the Case is Lost

Only the financial amount in dispute, R$255,000,00.


Case of Provision



Action of trespass No. 5923.34.2012.8.10.0001

a. Court 1st Lower Civil Court of the Judicial District of São Luís – MA


c. Filing Date February 1, 2012

d. Parties to the Proceeding Plaintiffs: José Ribamar Figueiredo and Emília Campos Figueiredo



in Dispute

Area where the Thermoelectric Plant is to be built, which had supposedly

been occupied by the defendant, and sentencing of the latter to pay

damages.

f. Principal facts

The plaintiffs filed this action claiming to be the owners of an area located

in Vila Maranhã, where they allege that the defendant built 3 electricity

transmission towers without their authorization, violating their rights of

ownership. They thus allege that the defendant trespassed on their

property. They claim that the defendant be sentenced to vacate the land

and to pay damages. The defendant filed its defense on May 25, 2012. The

plaintiffs filed their reply on August 27, 2012. Preliminary hearing to be held

on August 21, 2013, at 10.30 a.m.



the Case is Lost

Only the financial amount in dispute is R$1,000.00.


Case of Provision



Action for Repossession No. 15.042/2009

a. Court 5th Lower Civil Court of the Judicial District of São Luís – MA


c. Filing Date May 27, 2009


49

d. Parties to the Proceeding Plaintiff: Florindo Mota dos Santos

Defendant: ENEVAS.A.


in Dispute

Area used by the UTE Porto do Itaqui in constructing the Thermoelectric

Plant.

f. Principal facts

On April 16, 2012, a ruling was rendered partially granting the Special

Appeal and denying the special appeal filed by Florindo (published on April

18, 2012). The plaintiff filed an appeal in the case records. On May 30,

2012, we filed our appellee’s brief. On June 6, 2012, the case records were

sent to the Superior Court of Justice for the special appeal submitted by

the plaintiff to be examined. In the Court of Appeals, the proceeding was

distributed to Justice Isabel Gallotti of the Fourth Division and is pending

examination since June 18, 2012.



the Case is Lost

Only the financial amount in dispute of R$10,000.00.


Case of Provision


chances of loss are remote.

Extrajudicial Execution Instrument No. 49046-19.2011.8.10.0001 (49.354/2011)

a. Court 1st Lower Civil Court of the Judicial District of São Luís – MA



d. Parties to the Proceeding Plaintiff: Alberto Mendes de Araújo and others



in Dispute

Properties assigned by the defendant to the plaintiffs upon expropriation of

land located in the area where the Thermoelectric Plant will be built.

f. Principal facts

The plaintiffs filed this execution alleging that when the expropriation took

place from the former residents of the said village, an agreement was

signed stating that the Thermoelectric Plant Porto de Itaqui would give

each resident a property worth R$48,000,00 (forty-eight thousand Reais)

as an indemnity. They state, however, that the amount shown in the deeds

for these properties is R$28,000,00 (twenty-eight thousand Reais). They

therefore request that the defendant be sentenced to pay the difference,

which comes to a total amount of R$400,161,00 (four hundred thousand

one hundred and sixty-one Reais). A motion to stay execution was filed on

September 21, 2012, and was sent to the judge. The motion to stay

execution defended the thesis of mere material error in registering the

property, and it was stated that the notary office was correcting the deeds

to show the correct value. On November 28, 2012, a petition was filed

requesting the corrected property certificates to be filed and the proceeding

to be cancelled without prejudice since the proceeding was no longer of

interest. Pending examination.



the Case is Lost

Since the property certificates have been corrected, the action will lose its

purpose.


Case of Provision




50


51

Environmental

As of April 30, 2013, the Company and its subsidiaries were party to 10 legal proceedings related

to environmental issues. In these cases, it is not possible to measure the real impact on the

Company’s financial and equity condition in the event of loss, since the majority of these

proceedings involve questions about the environmental licenses granted to the Itaqui and Energia

Pecém thermoelectric plants. In all these proceedings, the probability of loss is ranked as possible

or remote, and so no provision is made for the corresponding amounts.

We are also party to civil investigations into supposed irregularities in the licensing process for our

operations. On the basis of information produced during a civil investigation with no assigned

value, if applicable, the Prosecutor’s Office may propose the execution of a Term for Adjustment of

Conduct on environmental obligations, as well as file a Public Civil Action, for example, for

damages or the regularization of the environmental process, which may involve significant

amounts.

Public-interest Civil Action No. 2008001260819

a. Court Single Lower Court of the Judicial District of São Gonçalo do Amarante

– State of Ceará


c. Filing Date April 17, 2008

d. Parties to the Proceeding Plaintiff: Public Prosecution of the State of Ceará

Defendants: ENEVA S.A, Pecém II and State Office for Environment –

SEMACE


Dispute

Environmental licenses granted for the Energia Pecem Thermoelectric

Power Plant

f. Principal Facts Public-interest civil action in which the annulment of the environmental

licenses granted to the Energia Pecém Thermoelectric Power Plant is

requested. Reply and objection of the amount in dispute entered of

record by ENEVA on June 04, 2008. Decision handed down on March

04, 2009, admitting such objection to change the amount in dispute to

R$2,000,000.00. Against such decision a bill of review was filed by

ENEVA and by the Office of the Public Defender of the State of Ceará

that are still awaiting judgment. In the records of the principal action,

ENEVA filed a petition on June 12, 2009, requesting the sending of the

records to the Federal Justice for processing and deciding on this case,

when also the connection with federal public-interest civil action No.

2008.81.00.012450-9 should be analyzed. Awaiting decision on the

jurisdiction for processing and deciding on the action and on the request

for summary judgment made by the Office of the Public Defender of the

State of Ceará. On May 07, 2012, a decision was handed down

determining the sending of the records to the 4th Lower Federal Court to

represent on the jurisdiction for the decision on the case. On September

09, 2012, the judge of the 4th

Federal Lower Court handed down a

decision in which he judged the request moot and determined that the

case be remanded to the State Justice.


52



Case Is Lost

It is not possible to measure the real impact of a loss on our financial

and equity condition, given that the amount in dispute has not been

established.


Case of Provision

Not applicable because the Company does not make provisions when

the chances of loss are possible.

Public-interest Civil Action No. 00169183820094058100 (2009.81.00.016918-2)

a. Court 10th

Federal Lower Court of the State of Ceará


c. Filing Date December 11, 2009

d. Parties to the Proceeding Plaintiff: Federal Prosecution Office

Defendants: State of Ceará, the Environment State Superintendence -

SEMACE, Brazilian Institute for Environment and Renewable Natural

Resources – IBAMA, Companhia Siderúrgica do Pecém – CSP, Porto

do Pecém Geração de Energia S.A. and MPX Pecém II Geração de

Energia S.A.


Dispute

Land where the enterprises Thermoelectric Power Plants Porto do

Pecém I and II are located, as well as their environmental licenses.

f. Principal Facts Public-interest civil action with request for provisional protection in order

to ensure the delimitation of Indigenous Land Anacé in the area of the

Industrial and Port Complex of Pecém – CIPP.

Previous statement filed by Porto do Pecém and MPX Pecém II, on

January 11, 2010. Injunction dismissed on January 25, 2010. Against

such decision, the Federal Prosecution Office filed a bill of review on

February 02, 2010 that was dismissed on December 07, 2010. In the

main case, on February 25, 2010, the objection of the companies Porto

do Pecém and MPX Pecém II was entered of record. On September 02,

2010, a decision was handed down granting the request of the Federal

Prosecution Office for suspension of the case for 180 days. Porto do

Pecém and MPX Pecém II filed an interlocutory appeal to be decided on

appeal from final judgment. On May 20, 2011, the records were attached

to Public-interest Civil Action No. 0002218-23.2010.4.05.8100. On July

20, 2011, a decision was handed down determining the issue of an

official communication to the National Indian Foundation for information

on the existence of the Anacé tribe in the area of the Complex.

According to the information provided by the National Indian Foundation

that it had not yet completed the necessary measures for such

verification, on April 11, 2012, a decision was handed down determining

the suspension of the case for 90 days. On August 31, 2012, a decision

was handed down determining a new official communication to the

National Indian Foundation for information on the existence of the Anacé

tribe in the area of the Complex. On January 09, 2013, the decision

determining the suspension of the case for 90 days was published

again.

g. Chances of Loss Possible.

h. Analysis of the Impact if the It is not possible to measure the real impact of a loss on our financial


53

Case Is Lost and equity condition, given that the amount in dispute has not been

established.


Case of Provision



Public-interest Civil Action No. 200881000124509

a. Court 4th

Federal Lower Court of Fortaleza / State of Ceará


c. Filing Date August 19, 2008


Defendant: Porto do Pecém Geração de Energia S.A., Brazilian Institute

for Environment and Renewable Natural Resources (“IBAMA”) and the

Environment State Superintendence - SEMACE


Dispute

Licensing of the Thermoelectric Power Plant Porto do Pecém.

f. Principal Facts Public-interest civil action arguing with the impossibility of continuation

of the works of the Thermoelectric Power Plant Porto de Pecém while

the Industrial and Port Complex of Pecém is not licensed and

questioning the state jurisdiction for the environmental licensing of the

enterprise.

Injunction partially granted on November 24, 2008, to determine the

standstill of the works until the licensing is made by the Brazilian

Institute for Environment and Renewable Natural Resources (“IBAMA”).

Bill of review filed by Porto do Pecém on November 26, 2008, to which

staying effects were granted on December 05, 2008. On June 08, 2010,

the bill of review was granted. In the principal case, an objection was

filed by Porto do Pecém on January 07, 2009. On April 08, 2011, an

order was handed down abandoning the case without trial on the merits.

The Federal Prosecution Office filed an appeal on April 26, 2011 that

was admitted only with effect of review. On June 08, 2011, we filed our

brief of respondent. On July 29, 2011, the “IBAMA filed its brief of

respondent and on August 31, 2011, SEMACE filed its brief of

respondent. On September 06, 2011, a decision was handed down

determining the return of the case to the Federal Regional Court of the

5th

Region for judgment of the appeal filed by the Federal Prosecution

Office. Case held under advisement at the Federal Regional Court of

the 5th

Region since then. On August 07, 2012, the appeal was

dismissed. On September 16, 2012, the case was received by the

Federal Regional Prosecution Office of the 2nd

Region. On September

27, 2012, the case was definitively remanded. On October 05, 2012, a

decision was handed down determining the definitive shelving of the

case.



Case Is Lost

Not applicable.

i. Provisioned Amount, in the Not applicable because the Company does not make provisions when


54

Case of Provision the chances of loss are remote.

Provisional Remedy No. 2009.81.00.006337-9

a. Court 4th

Federal Lower Court of the State of Ceará




Defendant: State of Ceará, Brazilian Institute for Environment and

Renewable Natural Resources - IBAMA, the Environment State

Superintendence - SEMACE and Porto do Pecém Geração de Energia

S.A.


Dispute

Environmental licenses granted to Porto do Pecém Geração de Energia

S.A. for the installation of a thermoelectric power plant in an area

located in the Industrial and Port Complex of Pecém – CIPP.

f. Principal Facts Provisional Remedy with request for provisional protection (assigned in

connection with Public-interest Civil Action No. 2008.81.00.012450-9) in

which the following is requested: (i) standstill of the installation works of

the Thermoelectric Power Plan; (ii) that the Environment State

Superintendence - SEMACE refrains from issuing any renewal of the

licenses already granted or any new environmental license for the

enterprise in question until the errors and omissions indicated by the

Federal Prosecution Office are corrected.

Previous defense and objection filed by Porto do Pecém, on May 06,

2008 and October 07, 2009, respectively. Provisional injunction

dismissed on March 16, 2010. Against such decision, the Federal

Prosecution Office filed a bill of review on April 13, 2010, with a request

of staying effects, which was dismissed by a decision published on April

30, 2010. On September 29, 2010, the appeal was dismissed. In the

principal case, a reply was filed on April 14, 2011. On May 11, 2011, an

order was handed down dismissing the request. On September 28,

2011, the Federal Prosecution Office filed an appeal against such

decision. The brief of respondent of Porto do Pecém and the

Environment and Renewable Natural Resources - IBAMA and the

Environment State Superintendence -SEMACE was filed. On March 27,

2012, the case returned from the Federal Prosecution office with a

petition. On August 27, 2012, the case was sent back to the Federal

Regional Court of the 5th

Region with the brief or respondent to the

appeal On December 11, 2012, the case was sent to the judge to be

held under advisement with the opinion of the Federal Prosecution

Office.

g. Chances of Loss Possible.


Case Is Lost



established.


Case of Provision




55

Public-interest Civil Action No. 15.542/2007

a. Court Lower Court of the Public Treasury of São Luís / State of Maranhão


c. Filing Date July 02, 2007

d. Parties to the Proceeding Plaintiff: State Prosecution Office of Maranhão

Defendant: Thermoelectric Power Plant Porto do Itaqui Geração de

Energia S.A., State of Maranhão and EDP – Energias do Brasil S.A.


Dispute

Preliminary license of the Thermoelectric Power Plant Porto de Itaqui

granted by the Environment and Natural Resources Office of the State of

Maranhão – SEMA

f. Principal Facts Public-interest civil action that requests the nullity of the preliminary

license for lack of presentation of the Environmental Impact Study and

its respective Environmental Impact Report – EIA-RIMA.

Objections filed by the Thermoelectric Power Plant Porto do Itaqui and

by EDP on February 01, 2008 and May 26, 2009, respectively. On

August 03, 2009, MPE filed its reply. On May 24, 2010, the

Thermoelectric Power Plant Porto do Itaqui filed a petition requesting

that the case be dismissed without prejudice. On April 07, 2011, EDP

filed a petition requesting its exclusion as defendant of the action. On

September 20, 2011, a decision was handed down that determined the

connection of this action with Public-interest Civil Action No.

26.458/2007 and scheduled a date for the initial hearing and judgment.

On January 13, 2012, a motion for clarification was filed for. On February

08, 2012, after the petition requesting postponement, the hearing was

suspended and a term of 10 days was granted to each party to represent

on the preliminary questions. On April 11, 2012, the records with the

motion for clarification were sent to the judge to be held under

advisement. On November 12, 2012, an order was issued for

designation of a hearing, but as the court went into recess this did not

occur. A new date had not been set for the hearing by April 22, 2013.


56



Case Is Lost

No impact in view of the fact that the licensing proceeding was

transferred to the Environment and Renewable Natural Resources -

IBAMA and new and installation licenses were issued.


Case of Provision



Public-interest Civil Action No. 26.458/2007

a. Court Lower Court of the Public Treasury of São Luís / State of Maranhão


c. Filing Date November 22, 2007

d. Parties to the Proceeding Plaintiff: State Prosecution Office of Maranhão

Defendants: Thermoelectric Power Plant Porto do Itaqui Geração de

Energia S.A. and Municipality of São Luís


Dispute

Certificate of use and occupancy of the soil of the Thermoelectric Power

Plant Porto do Itaqui

f. Principal Facts Public-interest civil action in which the suspension of the effects of

Municipal Decree No. 32.439/2007 that admits the possibility of an

installation of the Thermoelectric Power Plant in the Industrial District of

São Luis, as well as the certificate of use and occupancy of the soil.

Objections filed by the Thermoelectric Power Plant Porto do Itaqui and

by the Municipality of São Luís on June 04, 2008 and August 05, 2009

respectively.

On September 20, 2011, a decision was handed down that determined

the connection of this case with Public-interest Civil Action No.

26.458/2007 and scheduled a date for the initial hearing and judgment.

On January 13, 2012, a motion for clarification was filed. On February

08, 2012, after the petition requesting postponement, the hearing was

suspended and a time of 10 days was granted for each party to

represent on the preliminary questions. On April 11, 2012, the records

were sent to the judge for advisement with the motion for clarification.

On April 23, 2012, a decision was handed down that dismissed the

motion for clarification and scheduled the initial hearing and judgment on

June 27, 2012. The hearing was not held because the court went into

recess, and no new date had been set by April 22, 2013. On April 15,

2013, a precatory letter was filed and the case records were sent to the

judge.



Case Is Lost



established.


Case of Provision



Public-interest Civil Action No. 2008.37.00.003564-6 (0003446-23.2008.4.01.3700)


57

a. Court 6th

Federal Lower Court of the State of Maranhão



d. Parties to the Proceeding Plaintiff: Brazilian Institute for Environment and Renewable Natural

Resources - IBAMA, State Prosecution Office of Maranhão and Federal

Prosecution Office

Defendants: State of Maranhão and Thermoelectric Power Plant Porto

do Itaqui Geração de Energia S.A.


Dispute

Licensing of the Thermoelectric Power Plant Porto do Itaqui

f. Principal Facts Public-interest civil action with provisional injunction in which the nullity

of all administrative acts carried out by the state environmental body with

regard to the environmental licensing process of the Thermoelectric

Power Plant Porto do Itaqui, as well as the transfer of the licensing to the

IBAMA is requested.

The provisional injunction was partially granted on May 26, 2008 to

determine the suspension of the works of the Thermoelectric Power Plan

until the question of the licensing jurisdiction is decided. A bill of review

was filed by the Thermoelectric Power Plant Porto do Itaqui on May 27,

2008. Decision handed down on June 03, 2008 that determined that the

licensing studies and processes of the Thermoelectric Power Plant

pending before the State Environment Office - SEMA be assessed by

the Environment and Renewable Natural Resources - IBAMA for the

analysis of a possible use and continuation of the licensing. On May 06,

2009, a petition was filed by the Thermoelectric Power Plant Porto do

Itaqui requesting that the lawsuit be dismissed. The case was remanded

to the 8th

Federal Lower Court. On April 20, 2012, a decision was

handed down with the examination of the merit granting the request in

which the acts carried out in connection with the environmental licensing

before State Environment Office - SEMA were declared null and the

Thermoelectric Power Plant Porto do Itaqui ordered to an obligation to

do consisting of the submission of the licensing request to the IBAMA

and to pay the attorney’s fees, exclusively determined in favor of the

IBAMA in the amount of R$100,000.00. On May 07, 2012, we filed a

Motion for Clarification. Records held under advisement. On October 11,

2012, the Motion for Clarification filed by the Thermoelectric Power Plant

Porto do Itaqui was rejected. On November 19, 2012 and December 11,

2012, the Thermoelectric Power Plant Porto do Itaqui and the State of

Maranhão filed their respective appeals.

g. Chances of Loss Possible. It should be noted that the purpose of the action is to transfer

authority to issue the license from the state to the federal body. The

company voluntarily restarted the process of obtaining the environmental

license from the federal body and obtained all the licenses necessary

from it (Preliminary License, Installation License and Operation License).

Accordingly, the Company believes that this action has lost its purpose,

and should therefore not be classified as a probable loss.


Case Is Lost

Not applicable as the licensing proceeding was transferred to the

Environment and Renewable Natural Resources - IBAMA, which issued

new and installation licenses.


58


Case of Provision



Public-interest Civil Action No. 18069-24.2010.4.01.3700

a. Court 8th

Federal Lower Court of the State of Maranhão


c. Filing Date June 11, 2010


Defendants: Thermoelectric Power Plant Porto do Itaqui Geração de

Energia S.A. e the Environment and Renewable Natural Resources -

IBAMA


Dispute

Environmental licensing of the Thermoelectric Power Plant Porto do

Itaqui

f. Principal Facts Public-interest civil action with request for provisional protection in which

the Federal Prosecution Office requests the declaration of nullity of the

licenses issued by the Environment and Renewable Natural Resources -

IBAMA, which authorize the installation of the Thermoelectric Power

Plant Porto do Itaqui. The Thermoelectric Power Plant Porto do Itaqui

filed its previous statement on July 29, 2010. On November 16, 2010, a

decision was handed down dismissing the request for provisional

protection. The Thermoelectric Power Plant Porto do Itaqui filed its

objection on January 07, 2011. On April 28, 2011, a reply was filed by

the Federal Prosecution Office. On May 26, 2011, the records were

returned by the Office of the General Counsel of the Republic. On

February 23, 2012, a decision was handed down in which it was

determined that a technical expert analysis be conducted, summons of

the Environment and Renewable Natural Resources - IBAMA to provide,

within 10 days, information on the question whether or not the conditions

for the installation licenses were met, summons of the Environment and

Renewable Natural Resources - IBAMA and of the Thermoelectric

Power Plant Porto do Itaqui to provide, within 30 days, information on

the implementation of the monitoring station João Paulo and an

implementation prognosis, after producing expert evidence, determining

the conduction of a public hearing in the hearing room of the Judicial

District for the testimony of persons with experience and authority in the

matter, including technicians of the parties. On May 16, 2012, expert

Andreia Pereira Amorim was served of the decision handed down that

granted the conduction of a technical analysis and the receipt of the

records by the expert. On August 10, 2012, the Thermoelectric Power

Plant Porto do Itaqui filed a Motion for Clarification against such decision

to understand that the new expert analysis was not requested by the

Federal Prosecution Office and that the Judge explains his motivation for

the reversal of the burden of proof. On April 11, 2013, we filed appellee’s

brief against the Motion for Clarification and the notice was returned to

the expert Andreia Pereira Amorim with its purpose fulfilled. On April 19,

2013, the case records were sent to the judge.



59


Case Is Lost


Brazilian Institute for Environment and Renewable Natural Resources -

IBAMA, which issued new and installation licenses.


Case of Provision



Class action No. 2009.37.00.006877-1 (6730-05.2009.4.01.3700)

a. Court 8th

Lower Federal Court of the State of Maranhão


c. Filing Date September 28, 2009

d. Parties to the Proceeding Plaintiff: Pedro Leonel Pinto de Carvalho

Defendants: Federal Government, Brazilian Institute for Environment

and Renewable Natural Resources - IBAMA, Municipality of São Luis,

State of Maranhão, Thermoelectric Power Plant Porto do Itaqui Geração

de Energia S.A. and ENEVA S.A.


Dispute

Environmental licensing of the Thermoelectric Power Plant Porto do

Itaqui

f. Principal Facts Class action with injunction in which the nullity of the environmental

licensing process of the Thermoelectric Power Plant Porto do Itaqui,

transfer of jurisdiction to the Environment and Renewable Natural

Resources - IBAMA and the annulment of the of the authorization for

occupancy of urban soil granted by the Municipal Urbanism and Housing

Office of the Municipality of São Luis is requested. On September 30,

2009, the judged determined that the public authorities involved

represent on the injunction, which was done by the Environment and

Renewable Natural Resources - IBAMA and the Federal Government on

October 13, 2009. On November 26, 2009, the Thermoelectric Power

Plant Porto do Itaqui entered a prior statement on the injunction. The

injunction was partially granted, upon which a bill of review was filed by

the Thermoelectric Power Plant Porto do Itaqui was filed on April 26,

2011. The provisional protection of the decision was granted on April 30,

2010. In the main records, the Thermoelectric Power Plant Porto do

Itaqui and ENEVA filed their reply on June 22, 2010 and the Municipality

of São Luis on June 09, 2010. Records sent for decision from August 04,

2011 to April 22, 2013.

g. Chances of Loss Remote.


Case Is Lost


Environment and Renewable Natural Resources - IBAMA, which issued

new and installation licenses.


Case of Provision


the chances of loss are remote.

Labor Claims

On April 30, 2013, the Company and its subsidiaries were party to 69 court labor

claims and 21 administrative labor proceedings. The amount involved in court


60

labor claims totals approximately R$4 million out of the 69 claims, we and our

subsidiaries are plaintiffs in none of them. There is no amount involved in

administrative labor proceedings. In all proceedings, the chances of loss range

from possible to remote and, therefore, we did not record a provision for these

amounts. The subject matters of such proceedings and claims mainly involve

requests for hazard pay, overtime, severance pay and fines according to Article

477 of the Consolidated Labor Laws.

The administrative labor proceedings involve, for the most part, irregular working

conditions on the site, work on public holidays and the accuracy of labor

documents. There are no specific amounts involved in the administrative labor

proceedings. The chances of loss are classified as possible for all the

proceedings, according to the assessment of our legal counsel responsible for

handling them.

Among the labor claims to which the Company and its subsidiaries are parties and

in which the claims are not subject to secrecy, the Company understands that

there is none that is individually relevant.


61

4.4 – Non-confidential legal, administrative or arbitration proceedings the

opposing parties to which are managers, former managers, controlling

shareholders, former controlling shareholders or investors

On the presentation date of the Reference Form, there are no non-secret court,

administrative or arbitration proceedings in which the managers, ex-managers,

parent companies, former parent companies or investors of the Companies are

defendants.


62

4.5 – Relevant confidential proceedings

On the presentation date of this Reference Form, the Company was not aware of

any action in relevant secret proceedings to which the Company or its subsidiaries

are a party that has not been disclosed in the previous items and that could

impact the business of the Company and/or of its subsidiaries in the event of a

conviction.


63

4.6 – Repetitive or related non-confidential legal, administrative or arbitration

proceedings that are collectively relevant

On the presentation date of this Reference Form, the Company was not aware of

any action in non-secret repetitive or related court, administrative or arbitration

proceedings that are jointly relevant.


64

4.7 – Other Relevant Contingencies

All relevant contingencies were covered in the items above.


65

4.8 – Regulations in the country of origin and in the country where the

securities are held in custody

Not applicable, in view of the fact that the Company has its head office in Brazil

and its securities are being held in custody in Brazil.


66

5.1 - Description of the main market risks

The company’s operations and those of its subsidiaries are subject to the

following market risks described below:

Credit risk

Credit risk arises from the possibility of the company and its subsidiaries incurring

losses arising from default by their counterparties or by depository or financial

investment institutions. Failure to perform the obligations undertaken by them may

result in losses to the Company, given a potential "replacement cost" of its cash

flows, adversely affecting its business. Such risk may arise from trading

operations and cash management.

The company’s maximum exposure to credit risk can be demonstrated by the

balance of financial applications.

As of March 31,

2013

As of December 31,

2012

As of December 31,

2011

(in RS thousands)

Credit risk positions

Cash and cash equivalents 359,121 590,469 1,442,415

Securities 5,600 3,441 9,437

Trade accounts receivable 228,964 152,114 21,898

Gains on derivative transactions - 3,018 19,289

Subsidies receivable - CCC 34,668 42,178 29,445

Linked deposits 137,582 141,954 124,315

Consolidated creditor accounts 765,935 933,174 1,646,799

Interest rate risk

Interest rate risk arises from the possibility of the company and its subsidiaries

incurring losses resulting from volatility in interest rate on their financial assets

and liabilities. Additionally, a risk also exists of change in the interest rate

structures associated with flows of payment of principal and of debt interest.

As of the date of this Reference Form, the Company's outstanding loans and

financing were denominated in Reais and subject to floating rates, such as the

Long Term Interest Rate (TJLP), Interbank Deposit Certificate (CDI) rates and the

Consumer Price Index (IPCA). Any increase in interest rates may affect not only

the cost of new loans to the Company, as well as its current indebtedness costs,


67

leading to increased financial expenses. As of March 31, 2013, the consolidated

debt of the Company and its subsidiaries totaled R$5,365 billion, and was subject

to interest rate variations that may increase our financing cost. Of this amount,

41.3% are indexed to the TJLP, 39.1% were indexed to the CDI rate and 8.3%

were indexed to fixed rates. Accordingly, any increase in the TJLP or CDI may

increase our debt’s financial charges.

Exchange rate risk

Exchange rate risk arises from the possibility of fluctuations in the foreign

currency exchange rates used by ENEVA and its subsidiaries when purchasing

equipment and entering into financial instruments. Accordingly, any depreciation in

the Real may increase the cost of equipment purchase and of part of our debt,

thus affecting our financial condition.

As of March 31, 2013, 98.2% of the consolidated debt of the Company and its

subsidiaries, or R$5,365 billion, were denominated in Reais and 1.8%, or R$100.7

million, were denominated in foreign currency.

Sensitivity analysis

This involves sensitivity analysis, as of March 31, 2013, for exchange variation (appreciation of US

dollar against the real) in derivative instruments related with the Company’s original transactions.

The probable scenario refers to the fair value on the reference date. Results in the scenarios show

the book market value (with the original transaction and its related hedges) if the risk factor were to

assume the value of the scenario.

Sensitivity analysis for foreign

exchange exposure Risk

Probable scenario

(fair value)

Scenario I USD

25%

Scenario II USD

50%

In R$ thousands

UTE Porto do Itaqui Ger.

Energia

Swap Libor x Prefixed US dollar appreciation (116,811) (145,859) (174,908)

Result of transaction (116,811) (145,859) (174,908)

Liquidity risk

Liquidity risk is the risk that the company and its subsidiaries may find it difficult to

comply with the obligations associated with their financial liabilities that are settled

with cash payments or other financial assets. Therefore, we may not guarantee


68

that there will be sufficient funds in cash or new financing to pay the financial

obligations and that funding will be available according to the project needs.

Consolidated – 3/31/2013

(R$ thousands) Up to 6 months

From 6 to 12 months

From 1 to 2 years

From 2 to 5 years

More than 5 years Total

Financial liabilities Suppliers 302,729 - - - - 302,729 Related parties 51,541 - 8,400 - - 59,941 Loans and financing 1,509,182 1,383,096 645,471 1,374,684 3,194,761 8,107,194 Contractual withholding - 31,767 - - - 31,767 Debentures - 163 5,068 - - 5,231 Derivative financial instruments 15,172 15,723 29,263 59,419 26,797 146,374 Total by term 1,878,624 1,430,749 688,202 1,434,103 3,221,558 8,653,236


69

5.2 Description of the market risk management policy

(a) risks for which protection is sought

In their business the company and its subsidiaries are subject to credit risk,

interest rate risk, exchange rate risk and liquidity risks. To minimize these risks,

the company has policies and procedures for managing these exposures and may

avail itself of protection instruments, subject to prior approval by the Board of

Directors.

Credit risk

To mitigate credit risk, the company and its subsidiaries adopt the practice of

analyzing the financial and economic situations of their counterparties, as well as

the ongoing monitoring of the open positions.

With respect to financial institutions, ENEVA and its subsidiaries only enter into

operations with financial institutions with recognized reputation in the market and

enjoying good ratings.

Additionally, the company has a Financial Investments Policy setting out the

investment limits per institution and taking into account the rating as a reference

for limiting the amount invested. The benchmark used is the RiskBank Index – a

Brazilian system for assessment and classification of banks and financial

institution risks. The higher the index, the lower the institution risk. The indexes for

the last two quarters are shown in the table below. Average terms are constantly

assessed together with investment indices in order to diversify the portfolio.

Bank Risk Rating As of March 31, 2012

As of December 31,

2012

Bradesco Low long-term risk 11.27 11.23

BTG Pactual Low medium-term risk 11.28 11.27

HSBC Bank Brasil Low long-term risk 9.99 10.49

Itaú Unibanco Low long-term risk 11.31 11.25

Santander Low medium-term risk 9.78 9.81

Citibank Low long-term risk 10.14 10.41

Votorantim Medium long-term risk 9.07 8.90

Interest rate risk

In order to mitigate the interest rate risk to which it is exposed, the company and


70

its subsidiaries seek to diversify funding in terms of pre- or post-fixed rates, and in

certain circumstances hedge transactions are entered into in order to lock in the

financial cost of the transactions.

Specifically, the company and its subsidiaries have funds tied to the dollar and

indexed to the LIBOR rate. For this debt structure the company entered into a

debt swap transaction to protect itself against fluctuations in the LIBOR rate,

taking on as a liability a prefixed interest structure.

Exchange rate risk

The company works to manage currency risk management within the

consolidated environment of its companies, so as to identify and resolve the risks

associated with the oscillation of the value of the currencies associated with global

assets and liabilities. The goal is to identify or create natural hedges, taking

advantage of the synergy between the operations of ENEVA subsidiaries The idea

is to minimize the use of hedge derivatives by managing foreign exchange risk on

the net exposure. Derivative instruments are used in cases where it is not

possible to use the natural hedge strategy.

Considering that the revenues of the ENEVA companies will be denominated in

Reais, while a large part of investments in fixed assets (Capex) is denominated in

US dollars and in Euros, a portion of the investments in foreign currency is being

financed in dollars at international interest rates (Libor). In addition, the price of

the raw material for the (coal-fired) thermoelectric plants is established on the

international market, in dollars. Within this context, the level of exposure of the

assets and liabilities is permanently evaluated against the possible needs

protection.

To minimize the impact of currency mismatches the company and its subsidiaries

operate in NDF (Non Deliverable Forward)-type instruments, which consist of

negotiating forwards without physical delivery of the currency. The volume of

protection taken out mirrors the payment flows of the original contract. For this

type of transaction there is no margin requirement.

It is worth noting that the hedge policy of the company and its subsidiaries

prohibits any kind speculative leveraging. The volumes of protection contracted

out also respect their level of exposure, observing at all times best market

governance practices.

As part of the policy adopted by ENEVA and its subsidiaries, daily calculations are

made of the maximum potential loss on their derivative transactions, based on

statistical techniques that enable the assumed exposure to be controlled.

(b) hedge strategy

The company has a formal risk management policy. The company enters into


71

financial instruments for hedge purposes by periodically analyzing its exposure to

the risk that management intends to cover, which is approved by the Board of

Directors. The results obtained from these transactions and the implementation of

internal risk management controls are in line with the objectives proposed, namely

liquidity, profitability and security.

Hedge guidelines are applied according to the type of exposure. Foreign

currency-related risk factors are neutralized in the short term (up to one year), and

the hedge may be extended for a longer period. Decision making in the face of

interest rate risk and inflation arising from acquired liabilities is evaluated within

the economic and operational context and occurs when management considers

the risk relevant.

(c) instruments used for hedging

When putting hedges into effect the following instruments can be used individually

or jointly:

(a) Swaps, Currency Forwards, Currency Futures Contracts (Non Deliverable

Forwards - NDF) and Options;

(b) Swaps Floating to Fixed, Interest Futures Contracts and Options;

(c) Futures Contracts and Options.

(d) parameters used for managing these risks

As part of the policy adopted by ENEVA and its subsidiaries, monitoring

mechanisms are adopted, such as statistical evaluation measures, for example:

MtM (Mark to Market), VaR (Value at Risk with a 95% Confidence level and

Holding Period (time interval) of 1 day) and Stress Tools (Monte Carlo) that

provide inputs for daily decisions regarding the management of the company’s

hedge position.

The hedge transaction must protect the net exposure, taking into account the

balance between the company’s incoming and outgoing cash flow and the risk it

wants to mitigate. The hedge strategy must distinguish between situations

involving amounts (revenues/expenses/cash/fixed assets added) effectively

committed and those involving estimated amounts (not actually committed):

(d) for values effectively committed or engaged, a coverage position of up to

100% should be adopted;

(e) for estimated amounts, a position should be adopted with a coverage

maturity date limited to twelve months and a weighted coverage position of

less than 100% based on conservative prospects of realization.

It is the responsibility of the Chief Financial Officer to monitor any changes in the


72

market and/or business premises that require adjustments to hedge transactions

already closed. This practice results in permanent commitment by management to

mitigate inherent or occasional exposure risks involving the company’s different

operations.

(e) if the issuer deals in financial instruments for a variety of hedge

objectives and what those objectives are

The hedge strategy and its respective actions must strictly adhere to the objective

of mitigating exposures to identified financial risks. Should the events that gave

rise to the hedge transactions be no longer applicable, the hedge should be

unwound in good time, with the necessary approvals. In this manner all financial

instrument transactions of the company and its subsidiaries are strictly dedicated

to protecting its assets. The company does not speculate with financial

instruments.

(f) organizational structure of risk management control

The company’s risk management control is structured as follows:

Responsibilities

(a) It is the responsibility of the company’s Chief Financial Officer to identify and quantify the

company’s need to engage in hedge transactions;

(b) It is the responsibility of the company’s Chief Executive Officer, or to whom

he delegates, to submit the recommended strategy to the Board of

Directors;

Board of Directors Approve the strategy

CEO Submit the strategy to the Board of Directors

CFO Identify and quantify the requirements

Treasury Suggest financial securities

Execute

Follow-up


73

(c) It is the responsibility of the Board of Directors to consider the

recommendation and decide whether to approve it;

(d) It is the responsibility of the Chief Financial Officer, with the support of the

General Management of Corporate Treasury, to implement the strategy

approved by the Board of Directors.

Execution

It is the responsibility of the Chief Financial Officer to select the best instrument

for protection against certain financial risks. The hedge transactions to be entered

into should take into account the following aspects:

(a) Alignment with exposure periods;

(b) Instruments available;

(c) Liquidity;

(d) Margins required;

(e) Cost x benefit ratio; and

(f) Other relevant features.

(g) adaptation of the internal control and operational structure in order to

verify the effectiveness of the policy adopted

The company and its subsidiaries periodically check the effectiveness of the policy

through the Internal Controls and Internal Audit areas, in order to identify

compliance with the same, as well as suggesting opportunities for improvement.


74

5.3- Significant changes in key market risks

There were no changes to the market risks identified by the company, nor

changes to the risk management policy.


75


There is no other information that the company deems relevant in relation to item

5 which has not been disclosed in the other items of this Reference Form.


76

6.1/6.2/6.4- Constitution of the issuer, duration and date of registration with the

CVM

Date of Issuer Constituted 25/04/2001

Issuer’s Form of Constitution Joint-stock corporation.

Country of Constitution Brazil

Duration Period Indeterminate Duration Period

Date of Registration with the

CVM

07/12/2007


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6.3 - Brief history

ENEVA started its activities on April 25, 2001, with the incorporation of MPX Mineração e Energia

S.A., a company intended to operate in the power generation industry. Although it has been

recently incorporated, the Company has relied on the experience of EBX Group to perform and

finance large projects since its beginning.

From 2001 to 2004, the Company’s main investment consisted of a majority interest (51%) in the

capital of Termoceará, which operates thermal plant (“UTE”) Senador Carlos Jereissati, a natural

gas-fired thermal electric power plant located in the Municipality of Caucaia, in the State of Ceará.

The plant construction started in November 2001, and, on July 7, 2002, the partial operation of two

generating units was officially registered with the National System Operator (“ONS”), and an

additional power of 100 MW was provided to the National Interconnected System – SIN (“SIN”).

UTE Senador Carlos Jereissati has fulfilled the dispatch orders completely, whether for electric or

for power purposes, whenever determined by ONS, except for the opportunities when there were

fuel supply failures.

Through 2004 and 2005, the Brazilian market underwent a strong crisis in the natural gas supply,

which seriously limited Termoceará operations, and generated an adverse impact on its

operational revenue. For that reason, and considering the obligation undertaken by Petrobrás to

perform contingency contributions to cover certain fixed and variable costs for the plant, Petrobrás

acquired, in June 2005, the whole of Termoceará’s capital. This operation was preceded by a

corporate restructuring promoted by our controlling shareholder, which started on October 5, 2004,

in which we reduced our social capital by transferring Termoceará’s shares to its controlling

shareholder at that time, MPX Participações Ltda. (“MPX Participações”).

The value of Termoceará’s sale was R$324 million, which generated an approximate gain of

R$192 million for MPX Participações, considering the initial investment, profits ascertained, and

integral debt settlement.

On October 16, 2007, UTE Porto do Pecém (“Energia Pecém”), a 50/50 partnership between

ENEVA and EDP - Energias do Brasil S.A. (“EDP”)with a 720 MW installed capacity, traded 615

MW on average at the A-5 auction that took place in October, 2007, ensuring a fixed revenue for

15 years as of 2012 of approximately R$417.4 million (base: Jan/07), indexed to the IPCA

(National Extended Consumer Price Index - IBGE) inflation index. At the same auction, the then

called UTE Termomaranhão (currently UTE Porto do Itaqui or “Itaqui”) traded 315 MW on

average, ensuring a fixed revenue for 15 years as of January 2012 of approximately R$220.7

million (base: Jan/07), also indexed to the IPCA.

In December, 2007, ENEVA issued 1,903,743 common shares at the price of R$1,006.63 each

share, which started to be traded on the Novo Mercado segment of BM&FBOVESPA S.A. – Bolsa

de Valores, Mercadorias e Futuros (“BM&FBOVESPA”) on December 14, 2007. In January, 2008,

the option for subscription of a supplementary lot of 118,261 common shares was exercised at the

same price. The closing of the public offering took place on January 17th, 2008, and considering

the supplementary shares, a total of 2,022,004 shares were made available in the market, which

resulted in R$2.0 billion raised.

On September 30, 2008, 360 MW UTE Porto do Pecém II (“Pecém II”), a 100% ENEVA project,

sold 276 MW on average at the new energy auction A-5, held by the Electricity Trading Chamber

(“CCEE”) for supply agreements with duration of 15 years. The PPA (Power Purchase Agreement),


78

effective as of January 2013, has a 15 year term and ensures an annual fixed revenue of R$207.0

million (base: Jan/08), indexed to the IPCA.

The three above mentioned energy sales agreements provide for an integral transfer of fuel costs,

including the impact of exchange fluctuation, to the energy price.

On May 8, 2009, the Company launched the Level I Global Depositary Receipts Program, under

the “MPXEY” code, with Banco Itaú S.A. as a custodian institution and Bank of New York Mellon

as a depositary institution of said receipts.

On July 17, 2009, the Company communicated that, under the minutes of the Company’s

Extraordinary General Meeting, held on the same date, the shareholders approved, by unanimity

and with no exceptions, the Split of the common shares issued by the Company, through which

each existing common share corresponded to 20 shares of the same class. The shares started to

trade on BM&FBOVESPA, in the “ex-split” form as of July 20, 2009.

On September 24, 2009, ENEVA signed a Memorandum of Understanding with OGX formalizing

the intent to acquire 33.3% of the shares OGX acquired in seven land exploration blocks in the

Parnaíba Basin. As published in ANP’s site on that date, OGX acquired 70% of the Blocks. Said

shares were acquired from Petra, which remains with 30%.

Additionally, ENEVA and Petra signed a Partnership Agreement to develop integrated thermal

electric generation projects using the natural gas produced in the Blocks. The Agreement sets forth

that ENEVA shall have a 70% share in the Projects, and the remaining 30% belong to Petra.

On April 27, 2010, ANP approved the transfer of 70% of the rights and obligations referring to

seven land exploration blocks in the Parnaíba Basin, upstate Maranhão (“Blocks”), held by OGX

Petróleo e Gás S.A. (“OGX”) to OGX Maranhão Petróleo e Gás Ltda. (“OGX Maranhão”), a

specific purpose company in which ENEVA holds 33.3% and OGX, 66.7% of the capital stock, as

already set forth in the Memorandum of Understanding signed between the parties in September,

2009.

On November 22, 2010, ENEVA communicated the acquisition of the Usina Termelétrica de Seival

(“UTE Seival” project), which has an Installation License for 600 MW of mineral coal in the

municipality of Candiota, State of Rio Grande do Sul. ENEVA acquired the project from Tractebel

Energia S.A. for approximately R$37 million, of which R$24 million were paid in advance and

R$13 million were paid after the actual share transfer.

On March 10, 2011, ENEVA disclosed a Relevant Fact to the market, informing that the

Framework and Credit Committee of the National Bank for Economic and Social Development –

BNDES – approved the classification of ENEVA capitalization, upon subscription by BNDES

Participações S.A. – BNDESPAR, of convertible debentures in a total amount of R$600 million.

GIF Gestão de Investimentos e Participações Ltda., through one or more of its managed funds

(“Gávea Investimentos”), and the controlling shareholder of ENEVA, Mr. Eike Batista, participated

in the operation with the same conditions set forth by BNDESPAR, subscribing convertible

debentures in a total amount of R$200 million each. Thus, the amount raised in the operation

totaled approximately R$1 billion. Mr. Eike Batista agreed to transfer his preemptive rights, partially

and proportionally, to BNDESPAR and to Gávea for the subscription of convertible debentures.

On April 15, 2011, ENEVA announced that DeGolyer & MacNaughton estimates indicated that the

total contingent and prospective risked resources from the seven land blocks controlled by OGX

Maranhão in the Parnaíba Basin add up to 11.3 trillion cubic feet (Tcf). In addition, the estimates

shown by DeGolyer & MacNaughton pointed out prospective risked resources of 96 million oil

barrels.


79

ENEVA share in the resources is equal to 2.6 Tcf gas, with potential to reach 13.3 Tcf and 0.5

billion oil barrels. Such exceptional results have reinforced the Company’s initial estimates

regarding the great potential for production of gas in the region and also confirm the oil potential.

These estimates were based on three wells drilled until December 31, 2010, all of which were

located in the PNT- 68 block, and in seismic studies carried out across all blocks.

In May, 2011, the commercial viability of two natural gas fields operated by the affiliate OGX

Maranhão in the Parnaíba Basin was declared. Development plans estimate a daily production of

5.7 million m3 in 2013, which corresponds to the total production of 1.1 Tcf of gas.

The capitalization of ENEVA upon subscription of debentures convertible was approved in June,

2011, by the anchor participants in the operation, Gávea Investimentos Ltda. (“Gávea”), through

one of its managed funds, the controlling shareholder of ENEVA, Mr. Eike Batista, and

BNDESPAR. With the issuing of R$1.4 billion in convertible debentures, the Company’s

investment capacity was reinforced.

In June, 2011, a Term of Commitment was signed between ENEVA and Grupo Bertin to acquire

projects with energy contracted at the A-5 auction of 2008, totaling, on average, 450 MW. In

August, 2011, the board of the National Electricity Agency (“ANEEL”) approved the transfer of

authorizations of the thermal electric plants UTE MC2 João Neiva S.A. and UTE MC2 Joinville

S.A. (together, “Parnaíba I”) from Bertin Energia e Participações S.A. (“Bertin”) to ENEVA, in

addition to approving the changes in location and technical characteristics of Parnaíba I, thus

implementing the acquisition of energy agreements of Grupo Bertin by ENEVA to begin the energy

supply in 2013.

In that same month, regarding the Parnaíba Thermal Complex, the thermal electric power plant

UTE Parnaíba II (“UTE Parnaíba II”), with an installed capacity of 517 MW - to be installed in the

Complex - was the winner in the new energy auction A-3, held on August 17, 2011. The power

plant shall start to operate in 2014 and the total term of the energy agreement shall be 20 years.

To implement the above mentioned natural gas thermal plants in MPX Parnaíba Thermal Complex,

ENEVA signed engineering, construction, and assembly agreements with the Spanish companies

Duro Felguera and Initec Energia S.A.

In September, 2011, ENEVA acquired, through its affiliate OGX Maranhão, 50% of the shares in

land exploration block PN-T-102 in the Parnaíba Basin, together with the companies

(“Consortium”) Imetame Energia S.A., DELP Engenharia Mecânica Ltda. e Orteng Equipamentos

and Sistemas Ltda., which remain with a share of 16.67%, 16.665%, and 16.665%, respectively, in

the block. OGX Maranhão has become the operator of this block, together with this Consortium,

which has already been operating with good results for some years in several basins in Brazil.

With this additional concession, OGX Maranhão holds now shares in eight land exploration blocks

in the Parnaíba Basin, with a total area larger than 24,500 km².

Also in September, ENEVA and MMX Mineração e Metálicos S.A. finished negotiations to supply

electric energy, totaling 200 MW on average, and signed a Term of Commitment to adopt a self-

production structure. The agreement ensures energy supply for a period of 15 years, starting May,

2014, at the basic price of R$125/MWh (basic date: May, 2011).

In November, 2011, ENEVA disclosed preliminary conclusions of 3D seismic studies and the

results of the ongoing drill program in the San Juan area, in Colombia.

Still in November, the Office of Environment and Natural Resources of the State of Maranhão

(SEMA) issued an Installation License for the additional capacity of 1,859 MW at Parnaíba


80

Thermal Complex, with total capacity of 3,722 MW with LI in the region. In December, OGX

Maranhão obtained a Preliminary License for production of natural gas in the Gavião Real and

Gavião Azul fields, in the Parnaíba Basin.

In January 2012, ENEVA received the Installation License for a project of production and flow of

natural gas in Gavião Real and Gavião Azul fields, in the Parnaíba Basin.

In the same month, the Company announced its intention to form a joint venture with E.ON SE,

one of the largest private power and gas companies in the world, according to Forbes, with the aim

of leveraging significant supplementarities of both companies to accelerate growth and develop a

bigger and more profitable power project. In April 2012, the definitive documents were signed for

this operation, through which ENEVA raised R$1.0 billion through a capital increase subscribed by

DD Brazil Holdings S.A.R.L, an E.ON SE subsidiary. After such increase, E.ON. achieved an

11.7% share in ENEVA. On April 17, 2012, ENEVA signed final agreements for the incorporation of

a joint venture (“JV”) with E.ON, which was completed on May 25, 2012.

The JV structure was designed with the objective of leveraging the supplementarities of ENEVA

and E.ON, which, according to the expectations of both companies, will lead to the development,

implementation and efficient operation of a total capacity of 20 GW, between thermal and

renewable generation. The JV management brings together E.ON international executives with

large experience in engineering, construction and operation of thermal power projects and

renewable energy, according to Forbes, and a group of ENEVA executives with deep knowledge of

the Brazilian electricity sector, including the planning and operation of the National Integrated

System and the processes for the preparation of the energy policy, as can been verified by our

executives’ resumes, provided in item 12 of this Reference Form.

Regarding Chile project, in March 2012, ENEVA released a note on the decision of the Court of

Antofagasta, Chile, as to the environmental classification of Castilla project. In February 2011, a

decision rendered by the Supreme Court of Chile on the administrative proceeding that had been

adopted in the environmental analysis of Castilla resulted in the revision of the emission levels of

the Project and hence its environmental classification. The revised classification was the basis for

the approval of the Castilla environmental license by the Committee for Environmental

Assessment of the Atacama Region.

In April 2012, ANEEL changed the implementation schedule of power plants Itaqui and Energia

Pecém and changed the starting date of the Agreement for Sale of Electricity in the Regulated

Market to June 1, 2012 and July 23, 2012, respectively, or the actual commencement of

commercial operation of the power plants, whichever occurs first.

In April 2012, ENEVA and MMX signed an amendment to the agreement for the supply of

electricity. Under the amendment, from January 2014 to December 2018, ENEVA will supply

electricity to the MMX Serra Azul Unit via MPX Comecializadora de Energia. From January 2019

to May 2029, the terms of the original agreement for power supply remain unchanged. MPX UTE

Parnaíba will supply 200 MW average, at a base price of R$125/MWh (May 2011 base date),

using self-production structure.

Also in May 2012, 99.6% of the debentures were converted into ENEVA shares. Then the mining

assets in Colombia were segregated, and the spun off portion was transferred to a new Company

listed on Novo Mercado of BM&FBOVESPA, CCX, which began trading independently on May 25

2012. On July 8, 2012, ENEVA signed an agreement to take over the management of the works of

Energia Pecém, Itaqui and Pecém II through the acquisition, together with EDP and in equal

proportions, of 100% shares of MABE Brasil Ltda., a consortium formed by Maire Tecnimont Group

and Grupo Efacec, for the value of R$1.00. The acquisition enabled the Company to take over the

management of the works to avoid interruptions to work in progress, ensuring effective


81

management of Projects through completion. EDP and ENEVAagreed that Pecém II and Itaqui,

which are projects controlled entirely by ENEVA, will be managed exclusively by ENEVA.

In July 2012, the affiliate OGX Maranhão concluded a drill-stem test in well OGX-88, accumulation

of Bom Jesus, in block PN-T-68, 1.4 km from the wildcat discoverer of this accumulation, OGX-34,

and about 30 km far from Gavião Real field, in the Parnaíba onshore basin. The drill-stem test in

well OGX-88 was performed in 36 meters of gas net pay in the carboniferous section.

In August 2012, ENEVA, through its joint venture with E.ON, signed an Agreement for the

acquisition of Wind Complexes Jandaíra, Pedra Preta I and Pedra Preta II, together, “Projeto

Ventos” with 600 MW total capacity. The agreement also included an option to acquire an

expansion of the Projects, with 600 MW additional capacity, to be exercised by May 31, 2013.

Also in August 2012, ENEVA made a split of common shares issued by the Company, whereby

each existing common share now corresponds to three shares of the same class. In parallel, there

was the unfolding of Global Depositary Receipts (GDRs) of the Company, whereby each GDR now

corresponds to three GDRs, so there is no change in the ratio between the shares and Global

Depositary Receipts.

On August 28, 2012, a decision of the Chilean Supreme Court annulled the environmental license

of Central Castilla thermal plant. The Court further determined that relicensing should consider a

new environmental impact study conducted together by Castilla and Puerto Castilla, which will

receive coal to supply the plant.

In September 2012, OGX Maranhão obtained the Operating License authorizing the start of

production and flow of natural gas in Gavião Real and Gavião Azul fields, in the Parnaíba Basin,

northeastern Brazil. The license was issued by the State Department of Environment and Natural

Resources of Maranhão (SEMA/MA).

In October 2012, ANEEL authorized the Itaqui venture to start operation on a test basis. In

addition, ANEEL Board authorized the change of the start date of the Agreement for Sale of

Electricity in the Regulated Market to December 20, 2012 or the date of actual commencement of

commercial operation of the power plant, whichever occurs first. That same month IBAMA issued

Operating License (LO) for Itaqui.

In the same month, Energia Pecém I TPP held the first synchronization of its first generating unit

with an installed capacity of 360 MW, with NIS.

In November 2012, ENEVA notified Star Energy Participações S.A. and Bertin on the exercise of

an option to acquire the entire capital stock of UTE MC2 Nova Venécia (currently UTE Parnaíba

III, or “Parnaíba III”, owner of authorization for the construction of a thermal power plant with 176.2

MW capacity in the state of Espírito Santo. ENEVA intends to transfer the Project to the Parnaíba

Basin, state of Maranhão.

On November 23, 2012, Itaqui performed the first synchronization with NIS as a test.

On December 1, 2012, Energia Pecém TPP received authorization from ANEEL to start

commercial operation of the first generating unit with an installed capacity of 360 MW.

On January 19, 2013, the first turbine of Parnaíba I TPP (“Paranaíba I”), with an installed capacity

of 169 MW, was first synchronized with NIS.

Also in January 2013, ANEEL approved the postponement of the energy supply from Pecém II

TPP (360 MW) to June 1, 2013 and from Parnaíba I (676 MW) to April 1, 2013.

In the same month, OGX Maranhão presented to ANP the Declaration of Commerciality of

accumulation of Bom Jesus, discovered in Blocks PN-T-67 and PN-T-68, in the Parnaíba Basin.


82

The declaration of commerciality presented on the accumulation of Bom Jesus was named Gavião

Branco field and OGX Maranhão estimates a total in situ volume between 0.2 and 0.5 Tcf of gas

for this field.

On February 1, 2013, Parnaíba I received authorization from ANEEL to start commercial operation

of the first turbine with an installed capacity of 169 MW. Parnaíba I has total installed capacity of

676 MW, consisting of four gas turbines of 169 MW each.

In the same month, Itaqui received authorization from ANEEL to start commercial operation with

an installed capacity of 360 MW.

On February 20, 2013, Parnaíba I received authorization from ANEEL to start commercial

operation of the second turbine with an installed capacity of 169 MW and on March 29, 2013, it

received authorization to begin commercial operation of the third turbine with an installed capacity

of 169 MW. On April 12, 2013, Parnaíba I received authorization from ANEEL to start commercial

operation of the fourth turbine, also with installed capacity of 169 MW. Parnaíba I TPP reached

thus its total installed capacity of 676 MW, being paid under the terms of CCEAR assured in the A-

5 energy auction, in 2008.

On March 27, 2013, the Company announced to the market, together with EDP-Energias do Brasil

S.A. and in equal proportions, that they completed the acquisition of 100% shares of MABE Brasil

Ltda., a consortium formed by Maire Tecnimont SpA and Grupo Efacec, relating to the

management of the works of Pecém, Itaqui and Pecém II TPP.

On the same date, Mr. Eike Fuhrken Batista and E.ON SE signed an Investment Agreement. After

verifying all conditions precedent provided for in the Investment Agreement, on May 29, 2013,

E.ON SE, through its subsidiary DD Brazil Holdings S.A.R.L acquired 141,544,637 shares of the

Company owned by Mr. Eike Fuhrken Batista and certain ENEVA shareholders, holders of options

to purchase shares of ENEVA, representing 24.47% of its share capital. Additionally, E.ON SE and

Mr. Eike Fuhrken Batista entered into a shareholders’ agreement that regulates, among other

matters, the exercise of voting rights and restrictions on transfers of shares in our Company. For

additional information on the Shareholders’ Agreement, see item 15 of this Reference Form.

On April 5, 2013, ENEVA informed the market that it had completed the acquisition of the entire

capital stock of UTE MC2 Nova Venécia (currently “Parnaíba III”) by ENEVA, MPX E.ON

Participações S.A. - joint venture between ENEVA and E.ON SE - and Petra Energia S.A. On

March 26, 2013, the authorization of the Ministry of Mines and Energy to change the fuel and

transfer the Project location was published. The project, which has permission for the construction

of a thermal power plant with 176 MW capacity, was transferred to the Parnaíba Basin, where

ENEVA is currently building 1,369 MW, 1,193 MW of which already have long-term agreements

contracts in Regulated Market. The additional capacity, with start-up scheduled for May 2013, will

supply Parnaíba III agreements, which sold energy in the New Energy Auction A-5, 2008, in the

form of CCEARs, totaling 98 MW average, at a price of R$189,9/MWh and annual fixed revenues

of R$93,5 million (both figures at the base date of November 2012). The CCEARs have a term of

15 years from 2013.

On April 26, 2013, ENEVA informed the market that together with MPX-E ON Participações S.A.

and Petra Energia it executed an agreement with Kinross Brasil Mineração S.A. for

implementation of a natural gas-fuled thermal project (“UTE Parnaíba IV”) with installed capacity

of 56 MW to be built in the Parnaíba Basin, state of Maranhão. The annual amount of the


83

agreement totals approximately R$54 million.

In May 2013, ENEVA informed the market that it entered into an agreement with OGX Petróleo e

Gás Participações S.A. (“OGX”), for the purpose of assigning to ENEVA an interest of 50% in

onshore exploration blocks PN-T-168, PN-T-153, PN-T-113 and PN-T-114 (“Blocks”), located in

the Parnaíba Basin, acquired by OGX at the 11th Bidding Round held by the Brazilian Oil, Natural

Gas and Biofuel Agency (Agência Nacional de Petróleo, Gás Natural e Biocombustíveis, or

“ANP”), on May 14, 2013. ENEVA will acquire an interest of 50% in the Blocks under the same

conditions offered by OGX at the ANP’s 11th Bidding Round. The acquisition price paid by ENEVA,

thus, will be equivalent to half of the signature bonus and other exploration and development

commitments assumed in the proposals submitted by OGX to ANP. The assignment that is the

subject matter of the Agreement is contingent on approval by the ANP as soon as the Block

concession agreements are signed.


84

6.5 – Major corporate events relating to its issuer, subsidiaries or affiliates

OGX Maranhão

a) and b) Event and Main Business Conditions

In April 2010, ANP approved the transfer of 70% of the interest in the rights

and obligations relating to seven land exploration blocks in the Parnaíba

Basin in the State of Maranhão, held by OGX for OGX Maranhão. According

to the Notice to the Market published on September 24, 2009, OGX acquired

the interest in the Blocks from Petra Energia Ltda. (“Petra”) that keeps 30%

of the interest therein. Additionally, ENEVA and Petra executed a Partnership

Agreement for the development of integrated thermoelectric power

generation using the natural gas to be produced in the Blocks, setting forth

an interest of 70% of ENEVA and 30% of Petra in the energy generation

projects that may be developed and implemented in the Parnaíba basin.

c) Companies involved

ENEVAS.A., OGX Petróleo and Gás Participações S.A. and OGX Maranhão

Petróleo e Gás S.A.

d) Relevant Effects of the Operation on the Shareholding Structure,

especially on the share of the Controlling Shareholder, of the Shareholder

with over 5% of the Capital Stock, and of the Issuer’s Managers

Not applicable, since the operation had no effect on the shareholding structure of

the Company.

e) Shareholding Structure Before and after the Operation

There were no changes in the shareholding structure

MPX Solar Empreendimentos Ltda.


On May 7, 2010, the Company founded MPX Solar Empreendimentos Ltda.,

a limited-liability company in which ENEVA holds 99.99% of the capital stock,

and the remaining interest of 0.01% in the capital stock is held by Mr.


85

Eduardo Karrer, CEO of the Company. The capital stock was paid up by

ENEVA by assigning 350,999 shares to MPX Solar Empreendimentos Ltda.,

representing 99.99% of the capital stock of MPX Tauá Energia Solar Ltda. at

its equity value.


MPX Solar Empreendimentos Ltda., ENEVAS.A. and MPX Tauá Energia Solar

Ltda.


especially on the share of the Controlling Shareholder, of the Shareholder

with over 5% of the Capital Stock, and of the Issuer’s Managers

No relevant effects were observed on the shareholding structure of the Company, or

on the shares of Controlling Shareholders and shareholders with over 5% of the

capital stock of the Company and of its managers.


The table below summarizes the equity interest of ENEVA in the transaction:

MPX TAUÁ ENERGIA SOLAR LTDA.

Before ENEVA Eduardo Karrer

99.99% 0.01%

Afterwards ENEVA Eduardo Karrer MPX Solar

Empreendimentos Ltda.

0% 0.01% 99.99%

The transaction did not result in any change to the shareholding structure of

the Company.

EDP – Energias do Brasil S.A.

a) and b) Events and Main Business Conditions

On October 14, 2011, the Company and EDP entered into the Share

Purchase Agreement by means of which the Company sold EDP 50% of the

shares representing the voting capital and 100% of the shares of Porto do

Pecém Transportadora de Minérios S.A. for the total amount of R$500.00,

paid via electronic cash transfer – TED.


86


ENEVAS.A., EDP – Energias do Brasil S.A. and Porto do Pecém

Transportadora de Minérios S.A.


especially on the share of the Controlling Shareholder, of the

Shareholder with over 5% of the Capital Stock, and of the Issuer’s

Managers

No relevant effects were observed on the shareholding structure of the

Company, or on the shares of Controlling Shareholders and shareholders

with over 5% of the capital stock of the Company and of its managers.


The transaction is reflected in the table below:

Porto do Pecém Transportadora de Minérios S.A.

Before ENEVA EDP

100% 0%

Afterwards ENEVA EDP

50% 50%

The transaction did not result in any change to the shareholding structure of

the Company.

MPX E.ON Participações S.A.

a) and b) Events and Main Business Conditions

On April 17, 2012, the Company entered into definitive agreements with

E.ON SE, relating to the setting up of a 50:50 joint venture under the name

MPX E.ON Participações S.A. (“MPX E.ON”), which was completed on May

25, 2012, as well to the raising of R$1,000,000,063.00 subscribed almost in

its entirety by E.ON to obtain interest in the amount of 11.7% in ENEVA. The

purpose of the joint venture is the exclusive development of new power

generation projects in Brazil and Chile, as well as the development of certain

thermal and renewable power projects of the enterprise portfolio already held

by ENEVA in those countries that were transferred to the joint venture at

book value. In that line, on May 24, 2012, DD Brazil Holdings S.A.R.L, a


87

subsidiary of E.ON SE, joined MPX E.ON, and the Company transferred the

corporate interest in its subsidiaries as covenanted in the definitive

agreements.

Also on May 24, 2012, the partial spin-off of the Company, followed by the

merger of the spun-off portion of its net equity into CCX Carvão da Colômbia

S.A. was approved in a Special Shareholders Meeting. On the same

occasion, the amendment to the Bylaws of the Company due to the capital

reduction resulting from the partial spin-off, without the cancellation of

shares, was also approved.


ENEVAS.A., E.ON SE, DD Brazil Holdings S.A.R.L. and MPX E.ON

Participações S.A.

d) Relevant Effects of the Operation on the Shareholding structure,



Managers

Because of the operation mentioned, Mr. Eike Fuhrken Batista’s

shareholding decreased to 53.9% and simultaneously, E.ON became the

holder of 11.7% of the Company’s capital stock.


Below, the shareholding structure of the Company before and after the spin-

off of ENEVA, creation of the joint venture and capital increase:

Before:

~72% ~28%

EIKE BATISTA

Free Float

Mina de CarvãoSeival

OGX Maranhão*

50% 100% 100% 51%

70% 100% 100% 100%

UTEs Sul & Seival

UTE Castilla

Supply & Trading

100%

70%

33%

Tauá Solar

100%

UTEs Parnaíba

UTEs Açu

AmapariEnergia

UTE ItaquiUTE

Pecém IIUTE

Pecém I

*70% - Blocos Exploratórios de Gás Natural na Bacia do Parnaíba


88

[UTE: Thermoelectric Power Plant

Mina de Carvão: Coal Mine

*70% - Natural Gas Exploration Blocks in the Parnaíba Basin]

Afterwards:

[UTE: Thermoelectric Power Plants

Mina de carvão: coal mine

Expansão: expansion

Suprimento & Trading: Supply and Trading

Ventos Eólicos: Wind Farms

Blocos Exploratórios de Gás Natural na Bacia do Parnaíba: Exploration Blocks of Natural Gas in Parnaíba Basin]

Acquisition of Wind Farm


In July of 2012, MPX E.ON Participações S.A. acquired CSRX Energias

Renováveis Ltda., 100% of the total capital stock of each one of the 23 SPEs

founded for the development of the wind farms Jandaíra, Pedra Preta I and

Pedra Preta II, with a total capacity of 600 MW (“Wind Farms”). The

agreement also includes an option to acquire a project expansion, with an

additional capacity of 600 MW, to be exercised by May 31, 2013. The

purchase price was R$37,000.00 per installed MW, corresponding to a total

amount of R$22.2 million for the initial 600 MW. Additionally, the agreement


89

sets forth the payment of royalties in the amount of R$1.30 per

commercialized MWh for the power supply period, up to the maximum limit of

20 years. The same terms will apply for the project expansions, in the event

the Company opts to exercise the option.


MPX E.ON Participações S.A. and CSRX Energias Renováveis Ltda.




Managers





23 Wind Energy SPEs – Wind Farm Project

Before MPX E.ON Participações CSRX

0% 100%

Afterwards MPX E.ON Participações CSRX

100% 0%

Below the organization chart of the project:

DD Brazil

Holdings S.à.r.l.

50%

MPX Energia S.A.

100%

SPEs Wind Farms*

* Central Eólica Algaroba Ltda. Central Eólica Asa Branca Ltda. Central Eólica Boa Vista I Ltda. Central Eólica Boa Vista II Ltda. Central Eólica Boa Vista III Ltda. Central Eólica Bonsucesso Ltda. Central Eólica Bonsucesso II Ltda. Central Eólica Milagres Ltda. Central Eólica Morada Nova Ltda. Central Eólica Ouro Negro Ltda. Central Eólica Pau Branco Ltda. Central Eólica Pau D´Arco

Central Eólica Pedra Branca Ltda. Central Eólica Pedra Rosada Ltda. Central Eólica Pedra Vermelha I Ltda. Central Eólica Pedra Vermelha II Ltda. Central Eólica Santa Benvinda I Ltda. Central Eólica Santa Benvinda II Ltda. Central Eólica Santa Luzia Ltda. Central Eólica Santo Expedito Ltda. Central Eólica São Francisco Ltda. Central Eólica Ubaeira I Ltda. Central Eólica Ubaeira II Ltda.

50%

MPX E.ON

Participações

S.A.


90

Investment Agreement between Eike Fuhrken Batista and E.ON SE


On March 27, 2013, Mr. Eike Fuhrken Batista and E.ON SE entered into an Investment Agreement. After verifying all conditions precedent provided for in the Shareholders’ Agreement, on May 29, 2013, E.ON SE, through its subsidiary DD Brazil Holdings S.A.R.L, acquired 141,544,637 shares issued by the Company and held by Mr. Eike Fuhrken Batista and by certain shareholders of ENEVA, holding purchase options for shares issued by ENEVA representing 24.47% of its share capital. Additionally, E.ON and Mr. Eike Fuhrken Batista entered into a shareholders’ agreement that governs, among others, the exercise of the voting rights and transfer restrictions to shares in our Company.


Eike Fuhrken Batista, E.ON SE and DD Brazil Holdings S.A.R.L.




Managers and Shareholding Structure Before and after the Operation

The transaction will result in the following change to the shareholding

structure of the Company:

Shareholding structure before the transaction:

50% 50%

34.8%

MPX-E.ON

Other EIKE BATISTA

53.5% 11.7%


91

Shareholding structure projected after the transaction:

Acquisition - Mabe Brasil Ltda.


On March 27, 2013, the Company informed the market that, together with

EDP and in equal proportions, it had completed the acquisition of 100% of

the shares of MABE Brasil Ltda., a consortium made up of the companies

Maire Tecnimont SpA and Grupo Efacec, with regard to the management of

the works of Pecém, Itaqui and Pecém II, for the symbolic amount of R$1.00.


ENEVAS.A., EDP – Energias do Brasil S.A. and MABE Brasil Ltda.




Managers





34,8%

Other EIKE BATISTA

29.0% 36.2%


92

MABE Brasil Ltda.

Before ENEVA EDP Consortium Maire and

Efacec

0% 0% 100%

Afterwards ENEVA EDP Consortium Maire and

Efacec

50% 50% 0%

Acquisition of Parnaíba III


On April 5, 2013, ENEVA informed the market that it had completed the

acquisition of the entire capital stock of Parnaíba III by ENEVA, MPX E.ON

and Petra Energia S.A. On March 26, 2013, the authorization of the Mining

and Energy Ministry for change of fuel and transfer of the Enterprise to a new

location was published. The project with an authorization for the construction

of a thermoelectric power plant with a capacity of 176 MW was transferred to

the Parnaíba Basin where ENEVA is currently building 1,369 MW of which

1,193 MW are already included in long-term agreements within the

Regulated Market. The additional capacity, with its operation start scheduled

for May 2013, will supply the contracts of Parnaíba III that contracted the

sale of energy in the New Power Auction A-5 of 2008, in the form of

Agreements for Electric Power Commercialization on Regulated Markets

(“CCEARs”), with an average of 98 MW, at a price of R$189.9/MWh and may

receive an annual fix income of R$93.5 million (both amounts on the base

date of November 2012), provided that the applicable agreement provisions

are complied with by the parties. The CCEARs have a validity of 15 years,

starting in 2013.


MOX Energia S.A., MPX E.ON Participações S.A. and Petra Energia S.A.




Managers


93





The shareholding structure of the Company was not changed due to this

operation. The only change was an increase in the indirect interest of the

Company in Parnaíba III.

The structure below illustrates the current shareholding structure of Parnaíba

III:

Assignment of Onshore Exploration Blocks by OGX Petróleo e Gás Participações S.A.


In May 2013, ENEVA informed the market that it had signed an agreement with OGX Petróleo e Gás Participações S.A. (“OGX”), the subject matter of which is the assignment to ENEVA of a 50% interest in the PN-T-168, PN-T-153, PN-T-113, and PN-T-114 onshore exploration blocks (“Blocks”), located in the Parnaíba Basin, acquired by OGX at the 11th Bidding Round held by the Brazilian Petroleum, Natural Gas and Biofuels Regulatory Agency (“ANP”), on May 14, 2013. ENEVA will acquire a 50% interest in the Blocks under the same terms offered by OGX at the ANP’s 11th Bidding Round. The purchase price paid by ENEVA, therefore, will be equivalent to half of the signing bonus and other exploration and development commitments made in

MPX E.ON

Participações 50%

50%

Parnaíba III (Nova

Venécia)

Parnaíba Participações

70%

50% 50%

30%


94

the proposals submitted by OGX to ANP. The assignment, which is the subject matter of the Agreement, shall be submitted to ANP’s approval as soon as the Block concession contracts are signed.


ENEVAS.A. and OGX Petróleo e Gás Participações S.A.




Managers




e) Shareholding structure Before and after the Operation

The transaction did not result in any change to the shareholding structure of the Company.


95

6.6 – Information of filing for bankruptcy on the basis of relevant amount

or judicial or extrajudicial reorganization

Until the date of this Reference Form, no bankruptcy or judicial or

extrajudicial reorganization has been filed for against the Company.


96

6.7 – Other Relevant Information

There is no information that the Company deems relevant with regard to Item 6 other than the information disclosed in the other items of this Form.


97

7.1 - Description of the activities of the issuer and its subsidiaries

We are a diversified energy company with supplementary business in electrical energy

generation and natural gas exploration and production in South America. Our current energy

generation basis is focused on thermal sources (mineral coal, natural gas and diesel) and

we have also been developing supplementary sources, such as solar energy and wind

generation projects. This diversification is particularly strategic for the Brazilian energy

matrix, which is strongly dependent on hydroelectric energy.

We currently hold an interest in five power plants, fully owned by us or through partnerships,

already in operation, located in the states of Amapá, Ceará and Maranhão, totaling an

installed capacity of 1,780 MW:

Energia Pecém: located in the municipality of São Gonçalo do Amarante, state of Ceará,

Energia Pecém is a 50/50 partnership between ENEVA and EDP. Energia Pecém

uses mineral coal brought from the Port of Pecém and has two generation units with

installed capacity of 360 MW each. The first unit started operating commercially in

December 2012 and the second one in May 2013. At the A-5 new energy auction,

held in October 2007, the plant contracted 615 MW on average, for a period of 15

years, which will enable receipt of annual fixed revenue of up to R$567,2 million

(effective date: November 2012), indexed to the IPCA (provided that the applicable

agreement provisions are complied with by Energia Pecém and by energy

purchasers), and a variable revenue to cover (fuel, operating and maintenance)

costs incurred upon dispatching of the plant by the National System Operator (ONS).

Itaqui: located in the Industrial District of São Luís, state of Maranhão, Itaqui is a mineral

coal-fuel thermal plant wholly owned by our Company, with installed capacity of 360

MW. Itaqui contracted the sale of 315 MW on average, for a period of 15 years, at

the A-5 new energy auction held in October 2007, which will enable receipt of annual

fixed revenue of R$299.8 million (effective date: November 2012), indexed to the

IPCA (provided that the applicable agreement provisions are complied with by Itaqui

and by energy purchasers. The energy supply agreement additionally sets forth a

variable revenue to cover (fuel, operating and maintenance) costs incurred upon

dispatching of the plant by the National System Operator (ONS). Itaqui started

operating commercially in February 2013.

Parnaíba I: located, in the Parnaíba Basin, in the city of Santo Antônio dos Lopes, state of

Maranhão, Parnaíba I is a natural gas-fueled thermal plant, in which we hold an

interest of 70%, comprised of four natural gas turbines of 169 MW of capacity each,

totaling an installed capacity of 676 MW. The plant contracted the sale of 450 MW on

average, for a period of 15 years, at the A-5 new energy auction held in September

2008, which will enable receipt of annual fixed revenue of R$421.2 million (effective

date: November 2012), indexed to the IPCA (provided that the applicable agreement

provisions are complied with by Parnaíba I and energy purchasers). The natural gas

will be produced in blocks explored by OGX Maranhão, at the Parnaíba Basin, state

of Maranhão. The energy supply agreements additionally set forth a variable

revenue to cover (fuel, operating and maintenance) costs incurred upon dispatching

of the plant by the National System Operator (ONS). The plant’s fourth and last

turbine received authorization to start operating commercially on April 12, 2013; thus,


98

Parnaíba I now generates 676 MW, with all its turbines in commercial operation.

Amapari: located in the municipality of Serra do Navio, state of Amapá, Amapari is a diesel-

fueled thermal plant in which we hold a majority interest (51%). The remaining

interest is held by Eletronorte. Amapari has been operating commercially since

November 2008, with installed capacity of 21.6 MW. Additionally, we estimate

variable revenues from amounts arising from the “Supplied Energy” agreement,

divided into variable supplied energy regarding O&M and variable supplied energy

regarding fuel acquisition cost. The revenues are adjusted annually on the basis of

the variation of IPCA. On the other hand, amounts referring to “Supplied Energy

regarding Fuel Acquisition Cost” will be adjusted according to the cost determined by

ANEEL.

Tauá: located in the municipality of Tauá, state of Ceará, Tauá is a business venture that

generates energy from the sun and that is wholly owned by our subsidiary MPX

E.ON. In operation since July 2011, Tauá has installed capacity of 1 MW, and holds

an authorization issued by ANEEL and SEMACE to gradually increase its installed

capacity to up to 5 MW.

We also have four power plants in construction phase, which are wholly owned or owned

through partnerships (including through MPX E.ON., in which we hold an interest of 50%):

Pecém II: located in the municipality of São Gonçalo do Amarante, state of Ceará, Pecém II

is a mineral coal-fueled thermal plant of which we hold 99.7%, with installed capacity

of 360 MW. At the A-5 new energy auction held in September 2008, Pecém II

contracted the sale of 276 MW on average, for a period of 15 years, which will

enable receipt of annual fixed revenue of nearly 269.2 million (effective date:

November 2012), indexed to the IPCA (provided that the applicable agreement

provisions are complied with by Pecém II and energy purchasers). The energy

supply agreement additionally sets forth a variable revenue to cover (fuel, operating

and maintenance) costs incurred upon dispatching of the plant by the National

System Operator (ONS). The power plant is expected to start operating in the

second quarter of 2013. In January 2013, ANEEL approved the postponement of the

agreement date of the beginning of energy supply of UTE Pecém II until June 1,

2013, or the effective date of beginning of commercial operation of the plants,

whichever occurs first.

Parnaíba II: In August 2011, we won the A-3 new energy auction, which ensured contracting

of electrical energy from UTE Parnaíba II, in which we hold an interest of 100% of

the capital stock and whose installed capacity will be 517 MW. According to the

supply agreement secured at the auction, Parnaíba II, located in the Parnaíba Basin,

will start operating in February 2014, on an open cycle basis and, subsequently in

June 2014, it will start operating on a combined cycle basis, supplying a total of 400

MW on average in 2014 and a total of 450 MW on average as of 2015. The energy

agreement obtained at the auction is valid for 20 years and ensures receipt of annual

fixed revenue of R$353.1 million (effective date: November 2012), annually adjusted

by the IPCA (provided that the applicable agreement provisions are complied with by

Parnaíba II thermoelectric power plant and energy purchasers). The natural gas will

be produced in blocks explored by OGX Maranhão, at the Parnaíba Basin, state of

Maranhão. The energy supply agreement additionally sets forth a variable revenue

to cover (fuel, operating and maintenance) costs incurred upon dispatching of the

plant by the National System Operator (ONS). Lastly, Petra has the option to


99

participate in up to 30% of the project, upon equivalent capital contribution.

Parnaíba III: In April 2013, we acquired the total capital stock of UTE MC2 Nova Venécia,

which is currently owned in the following proportion: our Company (35%), MPX E.ON

(35%) and Petra (30%). Parnaíba III, under construction in the Parnaíba Basin,

which is expected to start operating in the second quarter of 2013, will be a

thermoelectric power plant with installed capacity of 176 MW and will supply Nova

Venécia agreements, which contracted the sale of 98 MW on average, for a period of

15 years at the A-5 new energy auction held in September 2008 (effective date:

November 2012). The energy supply agreement ensures receipt of an annual fixed

revenue of R$93.5 million (effective date: November 2012), annually adjusted by the

IPCA (provided that the applicable agreement provisions are complied with Parnaíba

III thermoelectric power plant and by energy purchasers), and a variable revenue to

cover (fuel, operating and maintenance) costs incurred upon dispatching of the plant

by the National System Operator (ONS).

Parnaíba IV: In April 2013, our Company entered into an agreement with Kinkross Brasil

Mineração S.A. to implement a natural gas-fueled thermal plant with installed

capacity of 56 MW, to be constructed in the Parnaíba Basin, state of Maranhão. The

annual value of the agreement is approximately R$54 million. Parnaíba IV is owned

in the following proportion: our Company (35%), MPX E.ON (35%) and Petra (30%),

and the beginning of its commercial operations is scheduled for December 2013.

The table below summarizes the energy supply agreements entered into by

our Company and the flow of revenues estimated for the next years

(provided that the applicable agreement provisions are complied with by the

respective parties):

Total ENEVA

direct

interest

MPX E.ON

direct interest

Annual

fixed

revenue (in

millions of

R$)(1)

Fuel PPA period Start-up

date(COD)

Energia

Pecém

720 MW 50% - 283.5 Coal 2012-2026 12/2012

Itaqui 360 MW 100% - 299.8 Coal 2012-2026 02/2013

Pecém II 360 MW 100% - 269.2 Coal 2013-2027 06/2013(2)

Parnaíba I 676 MW 70% - 294.8 Natural

gas

2013-2027 04/2013

Parnaíba II 517 MW 100% (*)

- 247.2 Natural

gas

2014-2033 02/2014(2)

Parnaíba III 176 MW 35% 35% 49.1 Natural

gas

2013-2027 06/2013(2)

Parnaíba IV 56 MW 35% 35% 28.4 Natural

gas

2013-2018 11/2013(2)

Amapari 21.6 MW 51% - - Diesel - 11/2008

Tauá 1 MW - 100% - - - 07/2011

Total 2,887.6

MW

1.472.1 - -


100

Note 1. Adjusted Capacity / Energy Sold / Annual Fixed Revenue: data adjusted considers our interest in each project

Note 2. Fixed Revenue is annually adjusted by the IPCA and represents ENEVAs interest in the ventures (amounts represented as

of the effective date of November 2012).

(*) Petra has the option to participate in up to 30% of the project, upon equivalent capital contribution. (1)

Annual pro rata fixed rate (2)

Dates estimated.

We have projects under study and development, whose construction has not started yet,

distributed across the regions of Brazil and Chile, which will use diversified energy sources,

such as mineral coal, natural gas and wind energy. These projects do not yet have energy

supply contracts and, regarding the projects in Brazil, still depend on the ANEEL’s granting.

• UTE Açu: UTE Açu, 50/50 owned by our Company and MPX E.ON, will be

strategically located in the industrial complex of Açu superport, in São João da

Barra, state of Rio de Janeiro. With a total licensed capacity of up to 5,400 MW, the

power plant is authorized to install 2,100 MW using mineral coal will be used as

input. Additionally, UTE Açu has a preliminary license to construct a natural gas-

fueled thermal plant, with capacity of up to 3,330 MW.

• UTE Sul and UTE Seival: located in the municipality of Candiota, state of Rio

Grande do Sul, the plants having our Company (50%) and MPX E.ON (50%) as

partners integrate generation of energy into exploration of natural resources and will

be supplied with Seival Mine’s mineral coal. This is our venture in partnership with

Copelmi, in the proportion of 70% and 30%. When its full commercial operation

starts, UTE Sul and UTE Seival will add 1,327 MW of installed capacity to the SIN, (i)

727 MW of installed capacity originated from UTE Sul and (ii) 600 MW of installed

capacity originated from UTE Seival.

UTE Castilla: the UTE Castilla project, proportionally held by us and MPX E.ON,

consists of a thermal power plant fueled by mineral coal. Its installed capacity is still

being analyzed. Located 80 km from the city of Copiapó, in Atacama, Chile, a region

with a significant repressed demand for energy and water, this project is expected to

be in connection to the Central Interconnected System.

“Ventos” Wind Complex: this project is entirely controlled by MPX E.ON. It is

located in the State of Rio Grande do Norte and comprises the cities of Jandaíra,

Lajes and Pedra Preta. With total installed capacity estimated of 600 MW and

planned expansion of up to 600 MW, we believe that this project is an asset with

industrial scale, being also highly competitive due to its proximity to the basic

network (30 km) and high factor of average liquid capacity (P50) estimated at 48%,

according to our analysis.

Parnaíba (expansion): We are developing a thermal complex for generation of

energy with natural gas as a result of a partnership between ENEVA, MPX E.ON and

Petra. These companies hold interests of 35%, 35% and 30%, respectively. We hold

an installation license for generation of additional 2.3GW in the Parnaíba Basin. This

additional energy may be contracted as OGX Maranhão goes ahead with its

exploration activities in the blocks of the Parnaíba Basin and identifies new wells that

may be commercially feasible for production of natural gas.

In addition to our developments and projects for energy generation, the management of

natural resources required to such generation – such as mineral coal and natural gas

(through our one third interest in OGX Maranhão, which holds an interest in eight

exploratory blocks with high potential for natural gas in the Parnaíba Basin, as described


101

below, as well as our 70% interest in Seival Mine) – is one of our greatest competitive

advantages. We invest in mineral assets with strategic locations and with capacity to supply

our plants.

Our interest in natural resource assets is described below:

• Blocks in the Parnaíba Basin: OGX Maranhão, a partnership between us (one

third of capital stock) and OGX (two thirds of capital stock), is the controlling

shareholder in the concession of eight onshore exploratory blocks located at the

Parnaíba Basin, in an area of approximately 24,500 km², distributed in the states of

Maranhão, Piauí, Tocantins and a small portion of the states of Pará, Ceará and

Bahia, of which one block in partnership with the consortium formed by Imetame

Energia, DELP Engenharia Mecanica, Orteng Equipamentos (50%/ 50%), and 7

blocks in partnership with Petra, where OGX Maranhão holds a 70% interest.

According to estimates by DeGolyer & MacNaughton dated April 2011, total

contingent and prospective resources estimated in these blocks surpass 11 Tcf. In

addition, in May 2013, the Company signed an agreement with OGX, the subject

matter of which is the assignment to the Company of a 50% interest in the PN-T-168,

PN-T-153, PN-T-113, and PN-T-114 onshore exploration blocks, located in the

Parnaíba Basin, acquired by OGX at the 11th Bidding Round held by ANP on May

14, 2013. The Company will acquire a 50% interest in such blocks under the same

terms offered by OGX at the ANP’s 11th Bidding Round. The purchase price paid by

the Company, therefore, will be equivalent to half of the signing bonus and other

exploration and development commitments made in the proposals submitted by

OGX to ANP. The assignment, which is the subject matter of the Agreement, shall be

submitted to ANP’s approval as soon as the final concession contracts are signed.

• Seival Mine: located in the municipality of Candiota, in the State of Rio Grande do

Sul, 375 km from Porto Alegre, the Seival Mine, in which we hold a 70% interest, is

installed next to the UTE Sul and UTE Seival plants, which will be supplied with

mineral coal from this mine. As result of our partnership with Copelmi in the

proportion of 70% and 30%, respectively, Seival Mine may also have its production

traded in the local market. Its proven fuel reserves total 152 million tons, exceeding

the amount needed to operate UTE Sul, whose licensed installed capacity is 727

MW, or UTE Seival, whose licensed installed capacity is 600 MW. The mine’s

certified resources total 611 million tons of coal, an amount that exceeds the quantity

needed to operate the two plants together. These figures resulted from a

comprehensive drilling and research program carried out in the area, and they were

certified by John T. Boyd Company in July 1999.

In an innovative manner, we also trade energy on the free market through MPX

Comercializadora. This positioning is only possible due to the full integration of our energy

chain, which includes from the production or purchase of fuel and transportation logistics, to

the generation of energy in our plants. Currently, MPX Comercializadora is among the 10

largest companies in Brazil as to the volume of energy traded, according to the Chamber of

Electrical Energy Trade.

Business Purpose

The purpose of the Company is the generation, distribution and sale of

electricity and interest as partner or shareholder in the capital stock of other

civil or commercial companies, in Brazil or abroad, whatever the business


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purpose may be.


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7.2 - Information on operating segments

(a) Products and services sold

The revenues from ENEVA’s activities come from the three activities

performed by its direct and indirect subsidiaries.

Power Generation

Electricity, which is provided to free and special consumers, other generators

and traders in bilateral agreements, and to distributors through Electric

Power Sales Agreements on the Regulated Market;

ENEVA is a company in the Brazilian private sector with a full strategy of

integration of the energy chain, the production of electricity being its main

business. ENEVA currently operates in the North and Northeast submarkets

and it has projects under study and development, whose construction has

not started yet, in the South and Southeast submarkets. It is also present in

all submarkets of the country. Today, there are 12 generation business under

development, most with sites already identified and part of them with their

energy traded.

Its generation comes primarily from thermal sources (mineral coal, natural

gas, and diesel oil), but also has additional sources, such as solar and wind

energies. This diversification is strategic for the Brazilian energy matrix,

which today depends heavily on the hydroelectric power plants.

Electricity Sales

Revenue arising from sale of energy results from the sale of electricity

purchased for resale by the invitee MPX Comercializadora de Energia Ltda.

(“MPX Comercializadora”). Due to the adoption by the Company, as from

January 1, 2013, of new accounting standards (IFRS 11), MPX

Comercializadora has, since then, been registered by the equity method, as

a result of which the Company no longer records revenues from by MPX

Comercializadora in its consolidated financial statements.

Other services

Together with OGX, ENEVA holds an interest in eight exploration blocks with

high potential of natural gas in the Parnaíba Basin, State of Maranhão,

Brazil, through OGX Maranhão, of which 1 block in partnership with a


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consortium formed by Imetame Energia, DELP Engenharia Mecânica,

Orteng Equipamentos (50%/50%), and another 7 blocks in partnership with

Petra, where OGX Maranhão holds a 70% interest. ENEVA’s generation

plants will also be the main consumers of natural gas produced in blocks of

OGX Maranhão.

In addition, the Company invests in coal assets in southern Brazil. Seival Sul

Mineração Ltda., located in the municipality of Candiota, State of Rio Grande

do Sul, with operating license already issued, has 152 million tons of proven

reserves and 459 million tons of total resources, according to John T. Bovd

report.

(b) Revenues from the sector and their share in the Company’s net

revenues

The Company’s operating revenues from business sectors, as well as their

share in total revenue of the Company, are shown in the tables below:

3/31/2013 12/31/2012 12/31/211 12/31/2010

(in R$ million)

Net

Revenues

% of total Net

Revenues

% of total Net

Revenues

% of total Net

Revenues

% of total

Electricity generation 196.1 100.0% 215.3 43.9% 33.3. 19.8%. 35.6 36.13%.

Electricity trader - 0.0% - 0.00% 135.0 80.2%. 62.9 63.9%.

Supplies - 0.0% 0.8 0%. 0.4. 0.2%. - 0.0%.

Other - 0.0% 186.8 38.1% - 0.0% - 0.0%

Spin-off/transfers - 0.0% 88.0 38.1% - 0.0% - 0.0%

Eliminations and transfers - 0.0% - 38.1% -0,5 0.0% - 0.0%

Total Net Revenues 196.1 100.0% 490.9 100.00%. 168.3. 100.0%. 98.5. 100.00%.

(c) Profit or loss resulting from the sector and its share in the

issuer’s net income.

The revenues from the sectors of Company business, as well as their share in the net loss of the Company, are shown in the tables below: 3/31/2013 12/31/2012 12/31/211 12/31/2010

(in R$ million)

Net

income

% of total Net

income

% of total Net

income

% of total Net

income

% of total

Electricity generation -112.1. 44.7%. -182.6. 42.0%. 168.2. 41.2%. -125.7. 49.2%.

Electricity trader - 0.0% - 0.0% 2.4 -0.6% 0.2 -0.1%

Supplies -0.1 0.0% -0.7 0.2% 49.1 12.0% -21.6 8.4%

Corporate -250.9 100.0% -435,2 100.0% -408.6 100.0% -256.3 100.0%

Other - 0.0% -17.9 4.1% -2.0 0.0% - 0.0%

Spin-off/transfers - 0.0% -11.4 2.6% - 0.0% - 0.0%


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3/31/2013 12/31/2012 12/31/211 12/31/2010

Eliminations and transfers -112.1. 44.7%. 212.6 -48.9 220.3 -53.9% 147.1 -57,4%

Total Net Income (Loss) -250.9 100.0% 434.2 100.0% -408.6 100.0% -256.3 100.0%


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7.3 Information on products and services related to operating

segments

(a) Characteristics of the production process

Electricity production is nothing but a process of energy conversion. For

example, at mineral coal plants, the chemical energy of fuels (primary energy)

enables conversion into thermal energy (heat) of hot gases inside equipment

known as “steam boilers”. Then, the electricity is converted into potential energy

(overheated steam), and the energy resulting thereof is converted into

mechanical energy for rotating the steam turbine. Finally, the electrical generator

converts the mechanical energy into electromagnetic energy, that is, electricity,

which is the final form of the use of energy. This process is also in place for

natural gas fueled plants, and the thermal energy source derives from the

burning of natural gas.

Regarding diesel-fueled power generation plants (as in the case of Amapari),

energy conversion takes place through the internal combustion of diesel,

which is turned into mechanical energy for engines and electromagnetic

energy for generators.

It is also possible to generate electricity using other forms of conversion, like,

for example, taking advantage of sunlight energy by converting it into

electrical energy through appropriate photovoltaic panels, as in the Tauá

plant, as described below.

Energy generation scheme for mineral coal fueled plants:


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Steam Boiler

Superheated steam

Fuel

Fuel Burning

Air

Hot Gases

Water

Fuel (Chemical Energy)

Hot Gases (Thermal Energy)

Overheated steam (Potential Energy)

Turbogenerator

Inbound overheated steam


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Steam turbine

Electrical Generator

Outbound steam

Turbine rotation (Mechanical Energy)

Electricity

(Electromagnetic Energy)

The existing technologies for generation of electrical energy are in general very

strong, and been used for a long time now with a high level of confidence.

In general, the risks attributed to the continuity of the plants’ operations are

connected to failures in the systems or equipment, and they are mitigated

through predictive and preventive maintenance activities, as well as through

the action of operation and maintenance professionals, who are

systematically trained. As a rule, such events are minimal, and can be easily

fixed.

In any case, the Company has contracted insurance coverage for operational

and engineering risks, which also cover equipment and machines used in

the production of electrical energy, as well as the works and installations

performed.

Risks inherent to the production process

Technologies used by the company in the electricity generation processes are

widely used worldwide and enjoy high levels of reliability. Risks inherent to the

production process, which may result in interruption of activities, are mainly

related to:

(i) mechanical problems and failures in the turbines and other plant equipment,

such as valves, fans, or engines/motors

(ii) unavailability of equipment and spare parts

(iii) interruption in fuel or water supply or meteorological interferences; and

(iv) work disruption, strikes, social unrest, and other labor disputes


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ELECTRIC ENERGY GENERATION

(A) Thermoelectric Plants (UTE)

Amapari Amapari is a diesel-fired power generation plant, consisting of twelve 1,800 kW diesel engines, with a total installed capacity of 21.6 MW. The plant is located in the Municipality of Serra do Navio, about 200 km from Macapá, the capital of the State of Amapá. The plant diesel fuel is supplied by Petrobras Distribuidora S.A., located in the port of Santana. The figures below describe the diesel-fired power generation process in Serra do Navio:

Key: Chimney Exhaustion Diesel Oil Generator Set Air Radiator


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Key - Base for receipt and storage of fuel oil - Engine Room - Step-up Substation - Transformer - M - Combustion Engines - Diesel - G - Electric Generators - Electromechanical Auxiliary Services - Administrative Support and Maintenance Buildings The diesel-fired generators are supplied by tank trucks that use the road connecting the Municipality of Serra do Navio to Macapá, the capital of the State of Amapá.

The undertaking holds the Operating License, No. 172/2013, issued by the Secretary of State of the Environment of Amapá on March 25, 2013 and with expiration date on March 25, 2016.

Energia Pecém

A coal-fired thermoelectric plant located in the Municipality of São Gonçalo do Amarante, State of Ceará, with a 720 MW installed capacity, consisting of two power generating units with 360 MW installed capacity each. Energia Pecém (on which ENEVA and EDP currently hold a 50% interest each) sold 615 average MW in the New Energy Auction A-5/2007. The project was granted Operating License No. 496/2001, issued by the State Superintendence of the Environment of Ceará – SEMACE, on December 12, 2001, subsequently renewed on December 28, 2012, with the issuance of Operating License No. 1062/12 (valid until December 28,2015), as well as Operating License No. 889/12 for the transmission line (valid until September 26, 2015). Its first unit has started commercial operation on December 1, 2012.

Pecém II


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A coal-fired thermoelectric plant with expected 360 MW power generation capacity still under construction. Located in the Municipality of São Gonçalo do Amarante, State of Ceará, the plant uses the clean coal burning technology.

Pecém II (with a 100% ENEVA ownership) sold 276 average MW in the New Energy Auction A-5/2008, enabling receipt of an Broad Consumer Price Index (“IPCA”) indexed fixed income for 15 years, from 2013 (as long as the parties comply with the applicable contractual provisions).

With an Operating License issued by the Environmental Agency of the State of Ceará (Semace) on February 8, 2013, under No. 09/2013 (valid until February 8, 2016), and Installation License No. 9/2013 (valid until February 15, 2015) for the transmission line, the plant has the whole key equipment secured.

Itaqui

Porto do Itaqui, a coal-fired thermoelectric plant, has a 360 MW power generation capacity. Itaqui traded 315 MW on average, ensuring fixed revenue during 15 years as from January 2013 of approximately R$220.7 (base: Jan/07), indexed to the IPCA. The Operating License was issued by IBAMA on October 26, 2012, under No. 1101/2012 (valid until October 26, 2017). Itaqui also holds Operating License No. 1061/2011 for the transmission line (valid until December 16, 2017). The plant’s commercial operation started in February 2013.

In November 2012, Itaqui performed the first synchronization with the National Interconnected System (“SIN”) and, on February 5, 2013, it started commercially supplying energy to SIN.

The plant investment amounts to R$2.2 billion, to be used in environmental control technologies. This makes it possible to significantly reduce gas emissions.

Parnaíba Complex

ENEVA is deploying a natural gas thermoelectric power generation complex which currently has the following projects: Parnaíba I, in operation, Parnaíba II, Parnaíba III and Parnaíba IV, under construction. Natural gas is produced in OGX Maranhão exploration blocks, in a partnership between ENEVA (one third of capital stock) and OGX (two thirds of capital stock), in the Parnaíba River Basin (Maranhão).

This thermoelectric power generation complex, called Parnaíba, is strategically located: in the Municipality of Santo Antônio dos Lopes, on the gas field, and near the 500 kV President Dutra - Miranda II line, which was been sectioned for inserting the complex connecting substation.


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The volume of potentially exploitable resources in these reservoirs indicates the possibility of deploying an up to 3,722 MW power generation complex. This plant will consist of combined and open cycle modules, allowing greater flexibility for natural gas use and for power trading.

Parnaíba I

Parnaíba is comprised of four natural gas-fired 169 MW turbines, with total installed capacity of about 676 MW. The power plant contracted the sales of 450 MW on average for a period of 15 years at the A-5 auction in September, 2008, which will enable receipt of annual fixed revenue of up to R$421.2 million (base date: November 2012), indexed to the IPCA. The project’s Operating License was issued by the State Office of Environment and Natural Resources of Maranhão – SEMA/MA on December 21, 2012 (LO No. 559/2012), valid until December 21, 2016.

Parnaíba II

Also in August 2011, ENEVA won the A-3 energy auction with the Parnaíba II project (beginning of the 2nd stage of the Parnaíba Complex). More than R$6.5 billion were contracted, over a 20-year period, from a combined cycle natural gas power plant being installed in the Municipality of Santo Antônio dos Lopes, in the State of Maranhão, and which will have about 500 MW of installed capacity. The project’s installation license was issued by SEMA/MA (LI No. 274/11) valid until December 27, 2013.

Parnaíba III

In April 2013, the Company completed, in a partnership with Petra Energia S.A. and MPX E.ON Participações S.A., the acquisition of the entire capital stock of the UTE MC2 Nova Venécia (currently, UTE Parnaíba III Geração de Energia S.A.). The project was granted an installation license (LI No. 03/12), valid until November 11, 2013, for construction of a thermoelectric plant with a 176.2 MW capacity, and it sold energy in the New Energy Auction A-5, in 2008, in the form of CCEARs, totaling 98 average MW, at a price of R$189.90/MWh, enabling receipt of fixed annual revenue of R$93.5 million (both figures by the November 2012 base date) (as long as the parties comply with the applicable contractual provisions). The CCERAs are valid for 15 years.

Parnaíba IV

Also in April 2013, the Company, with MPX E.ON Participações S.A. and Petra Energia S.A., executed a contract with Kinross Brasil Mineração S.A. for deployment of a natural gas thermoelectric plant, with a 56 MW installed capacity, which holds an installation license issued by SEMA/MA (LI No. 33/13), valid until March 22, 2015, also being installed in the Parnaíba Basin, State of Maranhão. The annual contract amount is approximately R$54 million.


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UTE Açu

A ENEVA and E.ON joint venture is developing a major two-stage project, totaling 5,400 MW, in São João da Barra, North of the State of Rio de Janeiro. It is called UTE Açu. In one stage, it will use coal for producing 2,100 MW through four 525 MW generating units. Another UTE Açu stage will be supplied with natural gas and will have a 3,300 MW capacity, with ten gas and five steam turbines.

Strategically located within the Açu Superport Industrial Complex, the plant has been granted Installation License No. IN000882, for which a renewal application has been submitted, for coal-fired generation of 2,100MW, in addition to the preliminary license (LP) IN015964, also in the course of renewal, that approves the environmental feasibility, conception and location of a natural-gas fired thermal plant with total installed capacity of 3,300MW.

UTE Sul

Viewed as a great business opportunity and integrating natural product exploration, generation, and trading, the Sul thermoelectric plant (TPE) will be supplied with the Seival Mine coal, an PPX project in partnership with Copelmi (70/30). Located in the Municipality of Candiota, State of Rio Grande do Sul, the plant is expected to have a 727 MW installed capacity, with two 363.5 MW generating units. The project also includes construction of a DAM – Sul DAM – which will enable, in addition to water supply to Sul TPE’s production process, a greater availability of water in the region (multiple use dam). The Sul Dam has been granted a Preliminary License (LP) issued by the State Foundation for Environmental Protection of Rio Grande do Sul – FEPAM (LP No. 601/10), and renewal was applied for in January 2012.

The Preliminary License (LP) of Sul TPE - certifying its environmental feasibility and establishing the requirements to be met in the following stages - was granted in November 2009 for a 600 MW capacity and rectified to the current 727 MW by the Brazilian Institute of Environment and Renewable Natural Resources http://www.ibama.gov.br/(IBAMA). In August 2012, the Company applied for renewal of this LP, its effectiveness being then automatically extended.

UTE Seival

The opportunity to add further value to the Candiota coal reserve, generating competitive gains due to synergy with UTE Sul, resulted in the acquisition of Seival thermoelectric plant in November 2010.

The UTE Seival has an Installation License (LI) No. 589/2009, issued by IBAMA, valid until February 18, 2014, for an output of 600 MW, on a plot

http://www.ibama.gov.br/


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located within ENEVA’s concession area.

When commercial operation begins, the UTE Sul and UTE Seival complex will add 1,327 MW of installed capacity to the National Interconnected System (SIN). Both plants will be supplied by the Seival Mine coal, a ENEVA venture in a partnership with Copelmi (70/30).

UTE Castilla

The UTE Castilla is strategically located in a region with a significant unmet energy and water demand: Copiapó, Atacama, Chile. It is a coal-fired thermoelectric plant with an installed capacity under analysis.

(B)Renewable Energy

Tauá Power Plant (SPP)

The Tauá SPP has 4,680 photovoltaic panels to convert solar energy into electricity in an area of approximately 12,000 square meters. Around R$10 million were invested in the unit, whose initial capacity is 1 MW. The design also allows the gradual plant expansion to a capacity of up to 5 MW.

Since April 2011, Tauá has Operating License No. 133, issued on June 20, 2012, by the Environmental Agency of the State of Ceará (SEMACE), valid until February 28, 2014, besides ANEEL’s authorization to produce up to 5 MW. In August, 2011, the Company announced a partnership with GE Company for doubling the installed capacity of Tauá from 1 MW to 2 MW, which is still under analysis. The agreement states that the U.S. company will provides the entire package of photovoltaic technology equipment and systems. With the expansion, over 6,900 panels will be installed in the solar plant.

Ventos Wind Farm Complex

The Ventos wind farm complex is located in Rio Grande do Norte, in the municipalities of Jandaíra, Lajes and Pedra Preta, one of the areas with the greatest wind generation potential in Brazil. With a 600 MW total installed capacity and planned expansion to additional 600 MW, totaling 1,200 MW, given its proximity to the basic network (30 km) and the high factor of net average capacity (P50), estimated in 48%, according to the Company’s analyses. Currently, 158 MW already hold a Preliminary Licenses.

(b) Characteristics of the distribution process

The Company’s power plants are mostly connected to the National

Interconnected System (SIN), to which they send their produced energy


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through the basic grid, except for the Serra do Navio TEP, located in the

State of Amapá (having isolated systems). All energy traded by MPX

Comercializadora de Energia Ltda. is also sent through SIN. The above

mentioned generating plants are the Company’s direct or indirect

subsidiaries. The SIN and Isolated Systems characteristics are listed in items

7.3 (c), (d), (e), and 7.5. Currently, the Company has Preliminary Licenses

for a total of 158 MW.

(c) Characteristics of business markets

National Interconnected System and Isolated Systems

The Company’s business market is power generation and sale in Brazil. Brazil currently has about 128 GW of installed capacity, according to data available on the National Electricity Agency (“ANEEL”) website, across its existing generating plants, serving more than 61 million electricity consumers in the whole country. This installed capacity includes the National Interconnected System (SIN), the Isolated Systems, international interconnections already in operation, and also Itaipu’s share imported from Paraguay. The plants in commercial operation are subdivided according to their sources, as described in the table below.


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Operational Plants

Type

Installed Capacity

%

Total

% No. of plants

(kW) No. of plants

(kW)

Hydroelectric - 1067 84,904,144 64.32 1067 84,904,144 64.32

Gas Natural 110 11,936,349 9.04

199 12,820,092 10.32 Processed 39 1,683,663 1.29

Petroleum Diesel 1048 3,481,375 2.64

1.082 7,450,022 5.64 Residual

Oil 34 3,968,647 3.01

Biomass

Cane Bagasse

369 8,822,312 6.76

458 10,748,730 8.14

Black Liquor

15 1,304,182 0.99

Wood 46 411,435 0.31

Biogas 19 74,888 0.06

Rice Husk 9 36,433 0.03

Nuclear - 2 2,007,000 1.51 2 1,990,000 1.51

Mineral Coal Mineral

Coal 12 2,664,328 2.29 12 3,024,465 2.29

Wind - 95 2,092,541 1.45 86 2,092,841 1.45

Import

Paraguay - 5,650,000 5.46

- 8,170,000 6.19 Argentina - 2,250,000 2.17

Venezuela - 200,000 0.19

Uruguay - 70,000 0.07

Total 1,880 132,011,894 100 2,768 132,011,894 100

Source: ANEEL Generation Information Bank (www.aneel.gov.br) in February 7, 2013.

SIN is a large hydrothermal system, with a strong predominance of hydroelectric power plants and multiple owners. SIN covers power plants from the South, Southeast, Midwest, and Northeast regions, as well as part of the North region. Approximately 3,4% of the country power production capacity is outside the SIN, i.e., the so-called Isolated Systems, consisting of smaller electrical systems located mainly in the Amazon region. Electrical Energy Generation Segment In the generation segment, the current agreements on energy sale to which our subsidiaries are a party as sellers are long-term agreements (15 or 20 years) with fixed revenues adjusted by the IPCA index and holding guarantees for transfer of variable costs. In turn, the expansion of the installed capacity for generation in Brazil is mostly made through new energy auctions (regulated market) and, to a lower extent, on the free market. The auctions’ demand is determined according to the future demand for electrical energy from distribution concessionaires. On the other hand, on the free market, the demand for new generation facilities is influenced by the future demand for electrical energy from free consumers (large energy consumers). Power Trading Segment The trade of electrical energy on the free market is basically influenced by


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two drivers: the balance between supply and demand for electrical energy from free consumers, and the electric energy prices on the free market. The balance between supply and demand for energy from free consumers is influenced by their own decisions regarding the effectiveness of the agreements (short or long term), and by the demand for electrical energy from these consumers. On the other hand, electrical energy prices on the free market are influenced by various factors. In the short term, they are directly impacted by the Difference Settlement Price (PLD), which, in turn, is impacted by the levels of hydroelectric power plants’ reservoirs, future hydrological conditions, and supply and demand estimates regarding the electrical system. In the long term, the system’s structural conditions for electrical energy supply and demand will largely influence energy prices.

(i) share in each market

Electric Energy Generation

The Company’s generating units currently in commercial operation (Serra do

Navio TEP, Solara Tauá, Parnaíba I, Itaqui, and the first turbine of Energia

Pecém) have an approximate installed power of 1,780 MW.

The following units have won New Energy Auctions and are being built: the

second turbine of Energia Pecém (360 MW), Pecém II (360 MW), Parnaíba

II, III and IV (749 MW).

The agreements enable receipt of a minimum annual revenue and an

additional variable revenue intended to cover costs (fuel, operation and

maintenance) incurred when the power plant is dispatched by the National

System Operator (ONS), as long as the parties comply with the applicable

contractual provisions.

Power Trading

The Group company authorized to act as a power supplier for SIN is MPX Comercializadora de Energia Ltda. In 2012, the company sold 438 average MW, representing an increase of 247% compared to the amount sold in the previous year. Moreover, in 2012, MPX Comercializadora traded on average 428.19 MW that were not connected with the Company’s generation assets, representing a 4.99% share of the independent trading market in the SIN system.

(ii) market competitive conditions

In the generation and trading segments, the competition conditions in the


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ACR and ACL environments are set and regulated by Law 10848/2004,

Decree No. 5162/2004 and by sector legislation, in particular the standards

set by the Brazilian Electricity Regulatory Agency – ANEEL, as described in

items 7.3.d and 7.5.

In the electricity generating segment, the Company’s principal competitors

are: (i) Eletrobrás; (ii) GDF Suez Group; (iii) EDP; (iv) Cemig; (v) Copel; and

(vi) Petrobrás.

In the electricity sales segment, the Company’s principal competitors are: (i)

CPFL; (ii) EDP; (iii) BTG Pactual and (iv) Comerc.

(d) Possible Seasonality

Power Generation

Regarding thermoelectric agents participating in the Regulated Market (ACR), as is the case of ENEVA’s TEPs that have won New Energy Auctions, energy is traded through the Electricity Purchase Contracts in a Regulated Market (CCEARs) within the availability mode. Under an ACR Availability Contract, the generating unit undertakes to provide a given capacity to ACR. In this case, the generating unit revenue will be earned if the contracted energy is made available and the hydrological dispatch risk for such plants (payment for variable costs) is assumed by the buying distributor, according to Law 10848/2004. There is, therefore, no seasonal risk for the generating unit. In this type of contract, the generator receives a fixed annual revenue exactly equal to the total amount corresponding to its New Energy Auction “winning bid”. This fixed revenue must be enough for remunerating investments and covering all the plant fixed costs, including O&M fixed operation and maintenance costs, transmission/distribution tariffs, charges, and taxes. But variable generation costs are fully passed on to the distributors whenever the plant is dispatched by ONS. The distributors, in turn, pass on the variable costs to the final consumers, under the regulator’s authorization. The fixed and variable operation costs are declared by the generator in the EPE conducted process for technical qualification for auction. Regarding the indexing provided in CCEAR, the fixed revenue is indexed by IPCA. Variable costs, however, are divided into fuel cost and variable O&M cost. For imported coal, for example, the fuel cost is adjusted by the variation of the international coal price plus the exchange rate change. The variable O&M is adjusted by IPCA. On the other hand, the generation of electricity to supply our Isolated Systems has certain unique aspects. The Serra do Navio TEP contractual-regulatory arrangement provides for, in net terms, a plant monthly fixed income (Monthly Contracted Power Price), thus avoiding seasonality effects. The execution of the performance guarantee for Parnaíba III, is currently suspended, since ANEEL Communication No. 3.617/2012 determined that the insurance company J. Malucelli Seguradora S.A should execute the guarantee for the undertaking. UTE MC2 Nova Venécia S.A. submitted an


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Administrative Appeal against this decision, on the basis of which the previous decision and the execution of the guarantee were suspended.

(e) Main inputs and raw material

As reported in the characteristic of the production process, the inputs used by the Company in the thermoelectric power segment are the following fuels: natural gas, coal, and diesel.

(i) Description of supplier relationships, including whether they are subject

to government control or regulation, identifying the applicable agencies and

legislation

In the case of thermoelectric power generation, the fuels are steam coal, natural gas, oil, and water for producing steam. For coal supply, the contracts do not have any specific regulations by the government agency. For steam coal, contracts are entered into on an annual basis, and are highly competitive due to the high number of potential suppliers. For natural gas and diesel supply, the contracts are regulated by the Brazilian Petroleum Authority (ANP). Natural gas plants depend on a single supplier. However, the supplier is a company within the same economic group as the Company and the fuel supply contracts are valid in the long term, consistent with the plant CCEARs.

(ii) Possible dependence on few suppliers

In steam coal and diesel generation, there are multiple suppliers for the different plants listed in item 7.3 a. Natural gas plants depend on a single supplier. However, the supplier is a company within the same economic group as the Company and the fuel supply contracts are valid in the long term, consistent with the plant CCEARs.

(iii) Possible price volatility

As stated in item 7.3.(d), under the ACR Availability Contract, the generator receives fixed revenue plus variable revenue, in case the plant generates power. The adjustment of the fuel portion within the variable revenue is realized in accordance with price variation for each fuel and according to the agent statements in auctions. In this context, the main input price volatility has negligible impact on plants bound by Availability Contracts. Similarly, the Company’s thermoelectric plant contractual-regulatory arrangement in the isolated system ensures neutrality for the generator in case of fuel price volatility.


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7.4 - Clients accounting for more than 10% of total net revenue

a) Total amount of revenues from the customer

As of December 31, 2012, we did not have clients which individually

accounted for more than 10% of total net revenue. As of March 31, 2013, the

company does not have customers which individually account for more than

10% of total net revenues.

b) Operating segments affected by revenues from the customer

As of December 31, 2012, none of the Company’s business segments were

affected due to concentration of client revenues.


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7.5 - Relevant effects of state regulations on activities

(a) Need for government authorizations to perform the activities and

history of relationship with the government administration to obtain

such authorizations

Sector and Regulation

The new regulatory framework of the electricity sector had its inception as

from the enactment of Provisional Measures 464 and 466, of 2003,

converted into Laws 10847/2004 and 10848/2004, with regulation of the

latter by Decree 5163/2004. The sector framework has three main

objectives:

Ensure the safety of the electric energy supply: the framework

requires the contracting of 100% of the demand for energy in the regulated

market, in addition to considering a more realistic calculation of the energy

balances (guaranteed energy or physical assurance of the ventures);

Promote low cost tariffs through the efficient contracting of energy:

Consumers in the regulated market acquire energy from distributors. The low

cost tariff consists of ensuring a reliable and isonomic manner of supplying

energy as well as the most economic manner of generating energy. To attain

such purpose, the regulated market agents will be obliged to purchase and

sell energy through biddings; and

Promote the universalization of the service in the electric sector.

The following measures were taken, which are also prescribed in the

regulation, for those purposes to be fulfilled:

Creation of two energy contracting environments, the Regulated Market

(ACR) and the Free Market (ACL);

Modification of the bidding criteria, replacing the criterion of more

usage of the public asset for the criterion of the lowest tariff;

Distributors must be 100% with their contracted demand;

Downsizing of the sector, that is, separation of the generation,

distribution, sale and transmission of energy activities;

Elimination of self-dealing, that is, prohibition of bilateral contracting in

the ACR between related parties without a bidding (self-dealing may be

incidental – in the case of electric-energy generation companies that win the


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auction promoted by the Granting Power - and enters into contracts with

distributors of the same economic group);

Creation of new institutional agents to monitor and enforce the sector

policies;

Creation of universalization programs.

As aforementioned, the new framework of the electricity sector created two

energy-selling environments, ACR and ACL.

Regulated Market (ACR)

In the Regulated Market (“ACR”), distributors purchase the electricity they

expect to sell to their captive consumers, through auctions regulated by

ANEEL and organized by CCEE. Electricity is purchased from the electric

energy generators, sellers and importers.

One of the differences between the new and old regulatory frameworks is the

method used to contract with captive consumers. Under the previous

method, a distributor could contract bilaterally directly with the independent

generators or producers of electricity (PIE). However, under the new

regulatory framework, distributors must contract their electricity through

public auctions only.

The regulated auctions for the purchase of electricity by the distributors are

separated into existing electricity auctions (that aim for contract renewals),

and new electricity auctions (for contracting new plants). The government

also has the right to organize special auctions for renewable electricity

(biomass, small hydroelectric, solar and wind energy). ANEEL and CCEE

conduct these auctions.

The winners of the new electricity auctions promoted by the Granting Power

have the following main rights and obligations:

(a) are authorized to establish as Independent Energy Producers (PIE) for

the implementation and exploration of the central generator plant that

allowed their participation in the auction (the authorization/concession

established the rights and obligations of the sector agent)

(b) enter into Regulated Environment Power Purchase Contracts

(CCEARs) with the pool of distributors that declared demand in the auction.

Within this scenario, the generation agents that intend to participate in the

ACR should participate in a bidding process. The winners of these Auctions

(case of most of the Company’s UTEs) are authorized by the government to

produce energy and enter into contracts to sell energy in SIN, according to


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the price/revenue specified under the terms of the Auction bid.

The authorizations of the Company’s plants participating in the ACR are

listed below:

Holding company Power Plant Concession Act

UTE Porto do Itaqui

Geração de Energia

S.A.

Itaqui Ministry of Mines and

Energy (MME) Ordinance

177/2008

Porto do Pecém


S.A.

Energia Pecém MME Ordinance 226/2008

MPX Pecém II Geração

de Energia S.A.

Pecém II MME Ordinance 209/2009

UTE Parnaíba Geração

de Energia S.A

Parnaíba I MME Ordinance 464/2009

(ownership transferred to the

current owner by ANEEL

Resolution for Authorization

(REA) 3175/2011)

UTE Parnaíba Geração

de Energia S.A.

Parnaíba I MME Ordinance 466/2009

(ownership transferred to the

current owner by REA/

ANEEL 3176/2011)

UTE Parnaíba II


S.A.

Parnaíba II MME Ordinance 169/2012

UTE Parnaíba III


S.A.

Parnaíba III MME Ordinance 105, of

March 22, 2013

Free Market (ACL)

The Free Market (“ACL”) sells energy under freely negotiated terms between

the generation concessionaires, independent producers, self-producers of

energy, electric energy sellers, importers of energy and Free Consumers.


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All the consumers whose energy consumption exceeds 3 MW and who are

connected to tension levels above 69 kV, as well as new consumers above 3

MW, may become deregulated consumers and negotiate their energy supply

contracts directly with the generators and wholesalers within the free market,

always following the rule of being 100% contracted. Special consumers may

also negotiate under the ACL, buying energy strictly from small hydroelectric

plants (PCHs), biomass, wind and solar power plants.

ANEEL has the proper authority to authorize the Independent Production of

Energy (PIE) activities for power plants applicable to ACL (except for

hydroelectric power plants) and can operate as energy selling agent in the

SIN. Such authorizations do not depend on biddings, but only on the

fulfillment of the legislation’s specific requirements.

The authorizations and registrations for the Company’s power plants that do

not participate in the ACR, as well as for the power plants of the selling

company are listed below:

Holding Company Power Plant Concession /

registration Act

Amapari Energia S.A UTE Serra do Navio REA ANEEL 1369/2009

MPX Comercializadora

de Energia Ltda.

N/A (authorization to

operate as an energy

selling agent)

SCT/ANEEL Order

747/2008

UTE Parnaíba IV


S.A.

UTE Parnaíba IV SCAG/ANEEL Order

352/2013

It should be pointed out that the exploration of the Tauá solar power plant

does not depend on authorization by the Granting Power/ANEEL, because

this is a solar power plant with less than 5 MW of capacity.

Questioning regarding constitutionality of the New Industry Model Law

Political parties challenged the constitutionality of the New Industry Model

Law before the Federal Supreme Court. In October 2007, a decision was

rendered by the Supreme Court rejecting certain interlocutory appeals filed

within the context of action by majority vote. To date, there is still no final

decision on the merits and it is unknown when this will be rendered.

Meanwhile, the New Industry Model Law remains in force. Regardless of the


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final decision of the Supreme Court, certain provisions of the New Industry

Model Law are expected to remain in force, especially those relating to the

prohibition against distribution companies engaging in activities unrelated to

the distribution of electricity, including electricity sales to Free Consumers

and the elimination of the right to self contracting.

If all or part of the New Industry Model Law is considered unconstitutional by

the Supreme Court - STF, the regulatory framework introduced by the new

law may become null, creating uncertainty about the government’s future

actions regarding electricity sector reform. However, it is important to

mention that the Supreme Court may consider issues related to the theory of

fait accompli, in the face of consolidated situations, which is the case of facts

arising from Law 10.848 of 2004.

Main Regulatory Entities

Ministry of Mines and Energy - MME

The Ministry of Mines and Energy (“MME”) acts as the Granting Power on

behalf of the Federal Government, and its main role is to establish the sector

regulation policies and guidelines.

Brazilian Electricity Regulatory Agency - ANEEL

The Brazilian electricity sector is regulated by the Brazilian Electricity

Regulatory Agency (“ANEEL”), a federal autonomous government agency.

After enactment of the New Regulatory Framework of the Electricity Sector,

ANEEL’s main responsibilities were (i) regulating and inspecting the

electricity sector according to the policy determined by the MME; and (ii)

respond issues delegated to ANEEL by the Federal Government and the

MME. ANEEL’s current responsibilities include, among others, (i) inspection

of concessions for sale, generation, transmission and distribution of electric

energy, including approval of electric energy tariffs; (ii) enactment of

regulations for the electric sector; (iii) implementation and regulation of the

exploration of the sources of energy, including the use of hydroelectric

energy; (iv) promotion of the bidding process for new concessions; (v)

solution of administrative litigations among the electric energy sector agents;

and (vi) definition of the criteria and methodology to determine the

transmission tariffs.

National Council for Energy Policy - CNPE

In August 1997, the National Council for Energy Policy (“CNPE”) was created

to develop and create the national energy policy. It is presided by the MME,

and the majority of its members are ministries of the Federal Government. Its


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aim is to optimize the use of resources to ensure the supply of energy in the

Brazilian territory.

National Electric System Operator - ONS

The National Electric System Operator (“ONS”) was created in 1998 and is a

private non-profit entity organized under the provisions of private law

comprising the entities that render services in the generation, transmission

and distribution areas, as well as the free consumers. The Law of New

Regulatory Framework of the Electricity Sector granted to the Federal

Government Power to appoint three directors for the new Executive Board of

ONS. ONS basic role is to coordinate and control the generation and

transmission of energy of the Interconnected System, subject to the

regulation and supervisory of ANEEL. The objectives and main

responsibilities of ONS comprise: (i) planning of the operation of generation

and transmission of electric energy; (ii) organization and control of the use of

SIN and international interconnections; (iii) guarantee of access to the

transmission network without discrimination to all the agents of the sector;

(iv) provision of concessions to plan the electric system expansion; (v)

presentation to the MME of proposals to enlarge the Basic Network (these

proposals will be taken into consideration in the planning of the expansion of

the transmission system); (vi) proposition of standards related to the

operation of the transmission system for ANEEL approval; and (vii)

preparation of an optimized dispatch program based on the availability stated

by the energy generating agents.

Chamber for Electric Energy Sale - CCEE

On August 12, 2004, the Federal Government published a decree

establishing the regulation applicable to the Chamber for Electric Energy

Sale (“CCEE”) which, on November 10, 2004, succeeded the Energy

Wholesale Market (MAE), absorbing all of its activities and assets.

One of the main roles of CCEE is to make feasible the sale of electric energy

in SIN, conducting electric energy public auctions within the Regulated

Environment. Furthermore, CCEE is responsible, among other things, for (i)

registering all the energy sale contracts with the ACR, the contracts resulting

from adjustment contracting and the contracts entered into in the ACL; and

(ii) accounting for and settling the short-term transactions.

CCEE is comprised of holders of concessions, permits and authorizations of

the electric sector, as well as of Free Consumers and consumers who

acquire energy through solar, wind and biomass sources, and its Board of

Directors is formed by four members appointed by those agents, and by a

member appointed by the MME, whose position is Chair of the Board of


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Directors.

According to the Law of the New Regulatory Framework of the Electricity

Sector, CCEE is responsible for calculating the price of the electric energy

bought or sold in the spot market (Difference Settlement Price– PLD).

Energy Research Company - EPE

On August 16, 2004, through Decree 5184, the Energy Research Company,

or EPE, was created. It is a federal government company linked to the MME.

Law 10847, of March 15, 2004, granted the authorization for its creation.

EPE is responsible for conducting strategic researches in the energy sector,

including with respect to the electric energy, oil, gas, coal and renewable

energy sources. The researches carried out by EPE will be used to

concession subsidies to the formulation, planning and implementation of

actions by the MME within the sphere of the national energy policy.

Electric Sector Monitoring Committee - CMSE

The Law of the New Regulatory Framework of the Electricity Sector

authorized the creation of the Electric Sector Monitoring Committee

(“CMSE”), which is managed by the MME. The CMSE is responsible for

monitoring the systems supply conditions, proposing preventive measures to

restore the appropriate conditions of service, including actions on the

demand side and also conjuncture reserve contracts on the offer side and

others.

Environmental Licensing

The Brazilian environmental legislation determines that the construction,

installation, enlargement and operation of establishments and activities that

use environmental resources that are able to or potentially able to pollute, or

are able, under any circumstances, to cause environmental degradation, will

depend on previous environmental licensing. In the licensing, the

entrepreneur must present an environmental study that is compatible with

the risks and damages posed by the activity for which licensing is intended.

The licensing of activities whose environmental impacts are considered

relevant requires a Previous Study on Environmental Impact and its related

Environmental Impact Report (EIA/RIMA), as well as the implementation of

measures to mitigate and compensate the environmental impacts caused by

the venture. In the case of the compensatory measures, the environmental

legislation obliges the entrepreneur to address funds to the implementation


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and maintenance of conservation units, according to a percentage to be

determined by the environmental entity granting the license, in accordance

with the degree of the environmental impact caused by the venture, and

based on its total amount, excluding, among others, investments referring to

plans, projects and programs required in the environmental licensing

procedure for impact mitigation (cf. Law 9985/2000 – SNUC).

Supplementary Law 140/2011 established the general rules to define the

competence of agencies integrating the National System for the Environment

to receive environmental license applications and conduct the environmental

licensing. In general, except for the cases in which the environmental

licensing is subject to IBAMA, the environment state agencies, such as the

State Institute of Environment (INEA”) in the State of Rio de Janeiro, are able

to conduct the environmental licensing. LC 140/2011 also forecast the

possibility of the Municipalities promoting the environmental licensing of

activities with local impact, provided that the requirements prescribed in that

Law be met.

The environmental licensing process comprises the issue of three licenses,

all of them with determined validity terms and subject to specific conditions:

(i) Preliminary License: granted in the preliminary phase of the planning of

the venture or activity, approving its location and conception, attesting the

environmental feasibility and establishing the basic requirements and

conditions to be met in the next phases f its implementation; (ii) Installation

License: authorizes the installation of the venture or activity, after fulfillment

of the Preliminary License conditions and in accordance with the

specifications included in the plans, programs and projects approved,

including the environmental control measures and other conditions and (iii)

Operating License: authorizes the operation of the activity or venture, after

verifying whether the requirements included in the previous licenses were

met, with the environmental control and conditional measures determined for

the operation. Each license is issued in conformity with the development

phase of the venture, and the maintenance of its validity depends on whether

the requirements established by the licensing environmental agency were

met.

Water Resources

The Water Resources National Policy determines the use of multiple water

bodies and requires that the necessary volume for impounding or effluent

discharge (i) be previously authorized by the Public Power through the

concession of the right to use, with due regard for the required quality

parameters, in addition to (ii) causing the charging of amounts for this


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purpose. For the hydroelectric power plants located on state Rivers, the

water resources state entity is entitled to issue the concession. If it is a river

under the domain of the Federal Government, this task is made by the

National Agency of Waters (“ANA”).

The use of the water resources both for generation of energy and for use in

the industrial processes constitutes an activity subject to concession and

subsequent charge of water use.

(b) Environmental policy of the issuers and costs incurred to comply

with the environmental regulation and, if applicable, of other

environmental practices, including the commitment to comply with the

international environmental protection standards

In addition to respecting the applicable environmental legislation, ENEVA

seeks to integrate the production of energy into the preservation of the

ecosystems and the welfare of the communities where it operates. For this

reason, the company incorporates the three pillars of the sustainability,

creating economically feasible, environmentally and socially fair ventures and

supporting, voluntarily, initiatives to preserve the biodiversity and develop, on

a sustainable basis, the regions where it operates.

It was the first company of the EBX Group to establish an advisory board

directed to Sustainability, and currently it is integrated to the whole group

with the presence of the management of ENEVA S.A. and representatives of

all subsidiaries on a monthly basis for submission, review and approval of

the sustainability issues. Nowadays under implementation, the Management

System for ENEVA Sustainability will be adopted to direct how the company

will operate and will be used as a basis for a process of improvement of all

the sustainability aspects.

In 2012, the Company invested approximately R$50,000,000.00 in

environmental programs and actions.

Finally, it is noteworthy that the Company always seeks to contract loans

from financial institutions which adopt international standards and are

regularly audited by independent auditors to verify their compliance with

national legislation and international standards.


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(c) Dependence on relevant patents, trademarks, licenses,

concessions, franchises, royalty agreements relevant for the

development of activities

The Company and its subsidiaries depend on the granting of authorization by

the Granting Authority/ANEEL to perform their operating activities and carry

on their business. For additional information, see items 7.3. and 9.1.(b) of

this Reference Form. Additionally, the Company needs the licenses to

operate set forth in item 7.5.(b), issued by the respective environmental

agency. Except for the aforesaid authorization and licenses, the Company

and its subsidiaries do not depend on any other patents, trademarks,

licenses, concessions, royalty agreements for the development of their

activities.

For additional information on the Company’s trademarks and patents, domains and software, see sections 9.1 and 9.2 of this Reference Form.


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7.6 – Relevant foreign revenue

a. Revenue from clients attributed to the issuer’s country of origin

and its share in the issuer’s total net revenue

In the fiscal year ended December 31, 2012, as well as in the quarter ended

March 31, 2013, we did not record revenues deriving from other countries.

b. Revenue from clients attributed to each foreign country and its

share in the issuer’s total net revenue

In the fiscal year ended December 31, 2012, as well as in the quarter ended

March 31, 2013, we did not have record revenues deriving from countries

other than Brazil.

c. Total revenue from other countries and its share in the issuer’s

total net revenue

Not applicable, as in the fiscal year ended December 31, 2012, as well as in

the quarter ended March 31, 2013, we did not record revenues deriving from

other countries.


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7.7 – Effects of foreign regulations on activities

Given that the Company does not generate revenue in countries other than

Brazil, the Company is not subject to foreign regulations.


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7.8 – Relevant long-term relationships

ENEVA Sustainability Policy ForENEVA, sustainability is an intrinsic value of its business strategy. Our

business activities are developed so that an integrated view that is capable

of equating financial return to shareholders and employees, social and

economic development, environmental protection, safety for people, asset

integrity, cultural diversity and rational use of natural resources is applied.

Senior Management assumes a proactive and responsible attitude toward ensuring the application of this Policy as the basis for all business decisions. Thus, ENEVAS.A. is committed to:

I. Adopting the concept of prevention related to environmental, social,

health and safety issues in its activities, products and services and in its

entire lifecycle;

II. Respecting human rights when conducting its activities, operations

and services;

III. Seeking the development and retention of workforce and fighting

against discrimination by promoting diversity at work;

IV. Offering dignified working conditions to employees and workers of

contractors, in accordance with the best quality standards;

V. Protecting people’s health, safety and integrity from risks and impacts

related to their activities, operations and services: employees and workers of

contractors and business partners working at its facilities or on its behalf and

other interested parties potentially affected by these risks and impacts;

VI. Identifying and managing positive and negative impacts on the

environment and people and providing the effective management of the use

of natural resources, seeking to use the best market practices;

VII. Contributing to protecting biodiversity and responsibly managing its

impacts on biodiversity;

VIII. Effectively managing solid waste and liquid and gas effluents,

including greenhouse gases originated from its activities, seeking to use the

best technologies and processes available for control of emissions;

IX. Investing in research, scientific development and technologic

innovation directed toward rationalization of the use of natural resources and

reduction in social and environmental impacts;

X. Keeping a transparent, credible and ethical relationship with its target

audience;

XI. Adopting anti-corruption practices in conducting its business;

XII. Seeking to understand expectations and promote involvement of its

interested parties;


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XIII. Promoting local sustainable development in regions where it operates,

in partnership with the interested parties, adopting and disseminating

territory’s management and governance practices that incorporate the

integrated nature of social, environmental, economic and cultural fields;

XIV. Respecting cultural, regional and ethnic diversity in regions where it

operates;

XV. Promoting education, qualification and awareness of its employees

and workers of contractors for environmental, social, cultural, health and

safety issues;

XVI. Requiring contractors and business partners to comply with legal

requirements and normative instruments provided for in the SGS;

XVII. Complying with legal and other applicable requirements;

XVIII. Implementing a management system that ensures continuous

improvement in applying the sustainability concept to the company and its

business units;

XIX. Establishing tools to meet continuous improvement in sustainability

management and performance standards.

Throughout 2011, ENEVA S.A. conducted an internal preparatory study for

sustainability reporting according to the Global Reporting Initiative (GRI)

standard. The study also contemplated actions aiming at adherence to the

initiatives of the Global Compact and the integration into ISE-BOVESPA’s

portfolio.

The primary purpose of this study was to raise information on sustainability

actions and themes that will be subject to report, such as health & safety,

work and human rights indicators, among others, in order to identify

indicators either available or not, so that ENEVA could define its positioning

and reporting capacity. The result of this study defined the current situation

and actions required for ENEVA to be able to measure, publish and justify

organizational performance focused on sustainable development to all its

stakeholders.

In this sense, ENEVA reassessed the schedule for development of its

Sustainability Report, taking into account the Company’s peculiarities and

respective business plan. Considering the need to systematize the

information gathered from the internal study developed by the Company to

enable the disclosure of information on sustainability in the scope of the

Global Reporting Initiative (GRI) standard, ENEVA aims to publish its

Sustainability Report by 2014, when it expects to consolidate the social and

environmental investments currently in progress.


135

For more information, see item 7.5 (b) of this Reference Form.

Environmental Responsibility

The company encourages initiatives for the preservation of biodiversity and

sustainable development in the regions where it operates. These principles

are reflected both in offsetting, monitoring and mitigation actions for

environmental impacts associated with Licensing and voluntary social and

environmental initiatives. Around 200 social and environmental plans and

programs are currently in progress.

Upon establishing in a region, ENEVA seeks to contribute to the local social

development and to keep a transparent dialogue with its target audience, in

order to get to know their expectations better, thus keeping an effective

communication channel.

ENEVA provides direct communication channels through a 0800 toll-free

telephone line and via Internet, as well as permanent teams that interface in

person with the communities where the company is present, establishing a

permanent dialogue with local associations, government institutions, NGOs,

opinion makers and other social players.

The company seeks to fully comply with legal requirements in implementing

environmental offsetting, monitoring and controlling measures. In the social

area, investments made in 2012 include the Medical Center and Police

Group of Vila Canaã, which will directly benefit around 10,000 people.

In December, the facilities of the first phase of the Fishing Warehouse of São

João da Barra were concluded and delivered. The project is an initiative of

EBX Group’s companies in partnership with the Local Government of São

João da Barra, which will spur the productive chain of the fishing sector in

the region.

Voluntary Investments

’s Social Investment actions are performed in a planned manner and linked

to the business, and their results are constantly assessed. The amount of

R$19 million has already been invested in preserving biomass and in

voluntary social and environmental projects.

The Preserved Caatinga Project (Projeto Caatinga Preservada), developed

in partnership with Caatinga Association (Associação Caatinga), will enable

an increase by nearly 45% in the number of private protected areas (RPPNs)

in the state of Ceará. In the Pantanal area of the State of Mato Grosso, the

protected area accounts for 70,000 hectares, in accordance with the

Preservation Project (Projeto de Conservação) for Acurizal, Penha, Dorochê

and Rumo ao Oeste RPPNs”.


136

By means of a commitment entered into with Chico Mendes Biodiversity

Preservation Institute (Instituto Chico Mendes de Conservação da

Biodiversidade, or ICMBio), an agency of the Ministry of Environment, the

company provides funds for handling and preservation of Lençóis

Maranhenses National Park. In 2012, the focus of social investment actions

and projects in locations near its ventures was on education, health and

income generation areas. The Healthy Children, Healthy Future Program

(Programa Crianças Saudáveis, Futuro Saudável), which seeks to improve

children’s quality of life, contributing to the fighting and prevention of worm

infection and anemia, reached 10,000 beneficiaries.


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7.9 Other relevant information

Market Opportunities

The following are our considerations on some energy sector opportunities,

from which we may benefit, including recent regulatory changes by the

Brazilian Federal Government, the diversification of the Brazilian energy

matrix, the occurrence of new energy auctions, and the description of regions

with potential for energy exploration.

Recent regulatory changes

Recently, the Brazilian federal government enacted Provisional Measure

579, converted into Law No. 12783, dated January 11, 2013, whose purpose

is to enable reduction of electricity cost to Brazilian consumers, promote low

tariffs, ensure electricity supply, and make the production sector even more

competitive.

With this purpose, and in order to allow flexibilization of electricity tariffs,

rules were established to enable the extension, in 2013, of electric power

generation, transmission, and distribution concession contracts granted until

19951, which are currently heavily depreciated and amortized.

Such concessions will normally be extended over 30 years, subject to certain

conditions that industry players shall meet. For thermoelectric generation, the

extension may be for up to 20 years, regardless of the date of grant. The

greatest innovation for these agents is that, at MME’s discretion, the energy

generated by the plants may be directly contracted as backup power.

The changes introduced by the new regulations directly and effectively affect

generating companies whose activity has been granted by MME through

concessions. Our plants are operated or are being built through the grants

we have received, after 2008, through permits. Thus, our concessions

obtained prior to 2005 are not directly affected by such changes.

Nevertheless, we believe that the measures imposed by the new regulations

will open many opportunities for new investors and increase the importance

of alternative generation sources to hydroelectric sources, especially

thermoelectric generation.

Energy sector growth and structural energy deficit in the short term

In recent years, the Brazilian economy has been showing positive scenarios,

arising especially from favorable prospects, involving investments in

infrastructure for the country’s growth, in sports events to be held between

1 The exception is the thermoelectric generation, which may have been granted on any date.


138

2014 and 2016, and in oil exploration and production.

Economic growth requires structural improvements enabling the long-term

maintenance of a high economic standard. As for the electricity sector,

attempts have been made to structure growth in a way to keep up with the

high economic standard via, for example, the continued success of the new

and reserve energy auctions.

However, the recent regulatory changes and growth prospects coupled with

the quest for environmental sustainability and the delayed start of operations

by some power plants are factors that may negatively impact the reliability of

energy supply and price stability.

Concerns about environmental sustainability have focused mainly on the

construction of large hydroelectric plants, with high environmental impact on

the region where they are installed. The government intends to encourage, in

the long term, smaller hydroelectric plants and the intensified implementation

of new energy sources.

We believe that the growth in the renewable energy sector is directly related

to several factors, among which we highlight: (i) the global concern regarding

the impact that energy generation from non-renewable sources has on the

environment, with the consequent replacement of fossil fuels, (ii)

international agreements providing for the use of carbon credits generated by

such sources, providing additional revenue beyond that arising from power

generation, (iii) government incentives through favorable national laws, (iv) a

decrease, in recent years, in the installation costs for new plants, in

particular, wind power plants, and, finally, (iv) returns that may attract large

investment amounts from both government and private investors.

Inputs mentioned above are the same ones used in thermoelectric plants.

Thus, the increased production and consumption of such products indicates

continuous parallel growth in investments on such energy source.

We have developed and invested in projects involving alternative energy

sources and have favorable conditions for their development, such as the

ownership of inputs required for operating thermoelectric plants through

partnerships. Gas production in the OGX Maranhão’s Gavião Real field will

be strategically directed to the Parnaíba thermoelectric plant. The field is

located close to the thermoelectric plant, allowing cost reduction for power

production. The coal extracted from the Seival Mine will be used as input for

operating the Sul TEP and MPX Seival thermoelectric plants. The proximity

of the mine to these projects is vital for achieving competitiveness in the

prices of energy we will produce.

We therefore believe we are prepared for changes in energy policies and


139

focused on the investment on matrices that are strategic for the Brazilian

energy sector in the coming years.

Strengths

We believe that we have the following strengths:

Excellent positioning to take advantage of the growing demand for energy in Brazil.

Brazil has historically been very dependent on water resources for its power grid, and this

has had grave consequences in the past, when severe droughts affected the reservoirs of

the major hydroelectric schemes and led to electricity rationing in 2001. In the face of this

challenge, alternative sources of energy have been gaining momentum over the last

decade, helped by government incentives, and thermal power is of particular importance in

the context of this policy, as it tends to make the system more reliable. We believe that we

are well placed to meet the coming demand for energy supplies in Brazil, with the assets

already in operation and our high quality thermal projects currently in progress, plus the fact

that our coal-powered thermal plants are being readmitted to the electricity auctions as from

August 29 this year. In addition to this, our unique integrated fuel supply position resulting

from our partnerships allows us to possess and exploit the inputs necessary for generating

our own energy. We are confident that after the Offering we shall have the capacity needed

to finance our growth through these new projects.

Proven track record We can show a past record of success in executing and implementing

our projects. Since our IPO in December 2007, when almost all our projects were at the

development stage, five of our plants have come on stream, and four more are under

construction. The total capacity contracted is 2.9 GW. New projects which were not

envisaged at the time of the IPO have been developed, and today are of extreme

importance strategically, showing how successful we are at adapting to changes in the

market scenario. Our experience is also reflected in the successful partnerships we have

formed and our joint ventures with well-known and important players in the sector, among

them E.ON, EDP and Petra. We also successfully completed fund raising operations for our

projects, issuing R$1.4 billion in convertible debentures in 2011, and with E.ON’s investment

of R$1.0 billion in 2012, to subscribe for our new shares.

Verticalization and integration of operations. The verticalization of our operations and the

full integration of the energy chain make our commercial strategy more competitive and

more flexible, reducing the risk of fuel cost variations and income volatility. The integration of

our operations simplifies the logistics and allows us to use fuel more efficiently, as well as

reducing our dependence on Petrobras, since we have the OGX Maranhão exploratory

blocks supplied with energy generation under contract from the Parnaíba I, II, III and IV

UTEs (total installed capacity 1425 MW), and the Seival mine is supplying coal to UTE Sul

and the Seival UTE, which will supply part of our assets in partnership with well-known

private players in these markets.

High quality assets and project portfolio. Together with our partners we have a

remarkable portfolio of high quality assets and projects. Five of our plants are already in

operation, with a total installed capacity of 1,780 MW. We are also at an advanced stage in

constructing a coal-fired thermoelectric plant in the northeastern region of Brazil, providing

additional capacity of 360 MW and with 15-year power supply agreements already signed.

We also have the Parnaíba complex plants under construction, providing further capacity of

749 MW in all. The Açu generation complex in São João da Barra, in the northern part of the

state of Rio de Janeiro, with total plant capacity of up to 5400 MW. We have projects for

another two coal-fired thermoelectric plants, UTE Sul and UTE Seival, with total installed


140

capacity of 1327 MW, to be built in the municipality of Candiota, in Rio Grande do Sul, where

they can be supplied with coal from the Seival mine. Lastly, we have capacity estimated of

600 MW wind power project through MPX E.ON Participações, with an option to expand it to

1200 MW, located in Rio Grande do Norte.

Control Group with wide experience in the energy sector. We are currently controlled by

Mr Eike Batista and by E.ON, which is turn is controlled by E.ON SE. Our relationship with

E.ON began in April 2012, when we entered into a strategic partnership, with the

establishment of a joint venture, to share complementary capacity for accelerating our

growth, and with the acquisition by E.ON of 11.7% of the shares of ENEVA by means of a

further capital increase amounting to R$1 billion. This partnership was also intended to join

us to a well-known partner with significant experience in the sector where we operate, so as

to allow us to develop a solid asset portfolio, by the transfer of a range of technologies and

know-how from the technical team, to become more competitive than the other companies in

our market, and to expand our energy generation business and related supply and

marketing activities. In addition, an Investment Agreement was executed in March 2013,

according to which E.ON undertook to acquire from Mr Eike Batista 24.5% of our common

shares and in May 2013, upon the effective transfer of these shares, its interest in our capital

stock reached 36.2%. Subsequently Mr Eike Batista and E.ON executed a shareholders’

agreement regulating the principal issues of their joint control over our company. The fact

that E.ON is now one of our controlling shareholders has given us access to the expertise of

one of the major players in the world energy sector, in addition to the advantages from the

abovementioned partnership.

Strategy

We plan to become a leader among Brazil’s private-sector energy generating companies,

with clear-cut diversification of sources and regions of operation, and to take advantage of

strategic opportunities in Latin America. We shall implement the following strategies to

maximize shareholder return based on our strengths:

To exploit growth opportunities by constantly developing actual and potential energy

projects. Our experience in the market has enabled us to sign up 2.9 GW in projects since

our IPO in 2007. Since then we have also been adept at following market trends and taking

advantage of opportunities for conceiving new projects. One of our priorities is the

successful completion of our current projects, so that we can be ready to grasp any

opportunities for developing new projects, especially through our strategic partnerships with

other players in the sector.

To diversify energy sources by operating thermal plants using a variety of fuels and

renewable energy. The predominance of hydropower in the Brazilian energy grid has

created risks for the country in the past, with serious loss being suffered on occasion, and in

recent times warning signs have again been seen with the low levels of the reservoirs of the

major hydroelectric schemes. As a result, the production of electricity from alternative

sources has become more widespread in recent years, with incentives being offered.

Following this trend, we have constructed a diversified portfolio of projects intended to

exploit thermoelectric energy generation - using natural gas and coal - as well as renewable

sources, such as solar energy and wind power. These renewable sources are still not used

to any significant extent, but there is great potential for increasing their use in Brazil. We

intend to continue with this business strategy and thus to position ourselves not only to

supply the shortfall in Brazil’s energy sector, but also to grasp the opportunities that will

continue to arise as demand grows in tandem with the country’s demographic and economic

expansion.


141

To seek potential acquisitions that complement our portfolio and add value for our

shareholders. We are continually analyzing new business opportunities that could

contribute to our portfolio diversification strategy, not only in the energy generation sector but

also in fuel exploration and production, and in the logistics of transporting it to the generating

plants, as a reflection of our focus on the vertical integration of our business. In addition to

developing new projects, we intend to devote our efforts increasingly to prospecting

acquisition opportunities in the market that will add significant value for our shareholders.

This was our objective in setting up MPX E.ON, a joint venture with E.ON, an international

player with vast experience in analyzing and completing acquisitions, and now one of our

controlling shareholders, so as to develop a solid portfolio of energy assets and accelerate

our growth. We shall incorporate MPX E.ON after the Offering has been completed, which

we expect to allow us to benefit from synergies between the Company and MPX E.ON. We

are also in strategic partnerships with other major players in the energy sector, such as EDP

in the Energia Pecém, Eletronorte, in Amapari, and Petra, in the generation of energy and

exploitation and production of natural gas in the Parnaíba Basin.


142

8.1 Description of economic group

(a) Direct and indirect controlling shareholders

The Company is directly controlled by Mr. Eike Fuhrken Batista (who holds,

directly and indirectly through Centennial Asset Mining Fund LLC and

Centennial Asset Equity Fund LLC, 29.00% of the Company’s capital stock)

and by DD Brazil Holdings S.A.R.L (which holds 36.20% of the Company’s

capital stock), both of which are a party to a shareholders agreement signed

on May 27 2013, and which is described in item 15.5 of this Reference Form.

Centennial Asset Equity Fund LLC is fully owned by Centennial Asset Mining

Fund LLC, which, in turn, is fully owned by Mr. Eike Fuhrken Batista.

DD Brazil Holdings S.A.R.L. is a company belonging to the German group

E.ON, established in compliance with the Luxembourg laws, whose

controlling shareholders are described in items 15.1 and 15.2 of this

Reference Form.

The corporate purpose of Centennial Asset Equity Fund LLC, Centennial

Asset Mining Fund LLC, and DD Brazil Holdings S.A.R.L. is to hold interest

in other companies.

(b) Subsidiaries and affiliates

The Company has the following direct subsidiaries or joint subsidiaries:

Interest Activities

Direct subsidiaries

MPX Pecém II Geração de Energia S.A. 99,70%

Energy Generation - Pecém II plant

UTE Porto do Itaqui Geração de Energia S.A. 100,00%

Energy generation - Itaqui plant

Amapari Energia S.A. 51,00%

Energy generation - Serra do Navio

plant Seival Sul Mineração Ltda.

70,00%

Industry and trade of minerals

Termopantanal Participações Ltda.

66,67% Interest in other

companies UTE Parnaíba Geração de Energia S.A.

70,00%

Energy generation - Parnaíba plant

UTE Parnaíba II Geração de Energia S.A.

100,00%(*) Energy generation - Parnaíba II plant

UTE Parnaíba V Geração de Energia S.A.


companies

MPX Investimentos S.A. 99,99%

Interest in other companies

MPX Desenvolvimento S.A. 99,99%


MPX Tauá II Energia Solar Ltda. 100,00% Energy generation


143

- Solar II plant

Affiliates (equity pick-up)

OGX Maranhão Petróleo e Gás S.A. 33,33%

Research, mining,

refining, trade and transport

of oil and natural gas

UTE Porto do Açu Energia S.A.(2)

50,00%

Energy generation -

Açu plant

UTE MPX Sul Energia Ltda.(2)

50,00%

Energy generation -

MPX Sul plant

MPX Chile Holding Ltda.(2)

50,00%

Interest in other

companies

Porto do Pecém Transportadora de Minérios S.A. 50,00%

Transport of minerals through

conveyor belts in the

Industrial Complex of the Port of

Pecém

OGMP Transporte Aéreo Ltda. 50,00%

Acquisition of aircraft for

exploration of non-

scheduled air transport

Pecém Operação e Manutenção de Unidades de Geração S.A. 50,00%

Operation and maintenance

services for energy

generation units

Seival Participações S.A.(2)

50,00%

Interest in other

companies

MPX E.ON Participações S.A.(3)

50,00%

Interest in other

companies

UTE Porto do Açu II Energia S.A.(2)

50,00%

Energy generation - Açu II plant

Mabe Construção e Administração de Projetos Ltda. 50,00%

Interest in other

companies

Parnaíba Participações S.A.(2)


companies

(1)

Petra has the option o participate in up to 30% of the project upon equivalent capital contribution. (2)

Companies in which MPX E.ON has a direct interest of 50%. (3) It has a 100% direct interest in the following companies: MPX Solar Empreendimentos Ltda., MPX Comércio de Combustíveis Ltda., Nova Sistemas de Energia Ltda., MPX Comércio de Energia Ltda., SPE’s Ventos.

Additionally, the Company holds an indirect interest in the following companies:

Company Interest (1)

Activities

Termopantanal Ltda. 100.00% Electricity generation


144

Company Interest (1)

Activities

Comercializadora de Equipos y Materiales Mabe Limitada 100.00%(2) Executino of EPC contracts for

Pecém I, Pecém II and Itaqui

MPX Energias Renovables Ltda. 100.00%(3)

Energy generation

CCX Castilla Generación Ltda. 100.00%(4)


Inversiones CCX Castilla Uno-A Ltda. 100.00%(5)

Energy generation - Uno-A plant

Inversiones CCX Castilla Uno-B Ltda. 100.00%(6)

Energy generation - Uno-B plant

CCX Castilla Uno SpA 100.00% Interest in other companies

Usina Termelétrica Seival Ltda. 100.00% Energy generation - Seival plant

UTE Parnaíba IV Geração de Energia Ltda. 70.00% Energy generation - Parnaíba IV

plant

Parnaíba Geração e Comercializadora de Energia S.A. 70.00% Interest in other companies

MPX Tauá Energia Solar Ltda. 100.00% Energy generation - Tauá plant (1)

The percentages above refer to the direct interest held by the Company’s direct subsidiaries in each one of these

companies, as shown in the chart included comprised in item 8.2 of this Reference Form. (2)

Considers the direct interest held by Pecém Operação e Manutenção de Unidades de Geração S.A. (0.0001%) and Mabe

Construção e Administração de Projetos Ltda. (99.9999%). (3)

Considers the direct interests held by MPX Chile Holding Ltda. (1.00%) and CCX Castilla Generación Ltda. (99.00%). (4)

Considers the direct interests held by MPX Chile Holding Ltda. (99.90%) and MPX E.ON (0.10%). (5)

Considers the direct interests held by MPX Chile Holding Ltda. (0.10%) and CCX Castilla Generación Ltda. (99.90%). (6)

Considers the direct interests held by MPX Chile Holding Ltda. (0.10%) and Inversiones CCX Castilla Uno-A Ltda.

(99.90%).

For additional information on our direct and indirect subsidiaries and

affiliates, see item 8.2 of this Reference Form.

(c) Company’s interest in the group’s companies

The Company does not have any interest in companies of the economic

group to which it belongs other than those mentioned in the prior item.

(d) Interest of companies of the group in the Company

There are no shareholders in the Company other than the controlling

shareholders identified in item (a).

(e) Companies under common control

There are no companies under common control with the Company.


145

8.2 – Organizational chart of economic group

The Company chose not to disclose its corporate organizational chart


146

8.3 – Restructuring transactions


147

Date of transaction 05/16/2013

Corporate Event Blocks Assignment by OGX

Description of

transaction

In May 2013, ENEVA informed the market that it

entered into an agreement with OGX for the

purpose of assigning to ENEVA an interest of 50%

in the Blocks located in the Parnaíba Basin,

acquired by OGX at the 11th Bidding Round held by

ANP, on May 14, 2013. ENEVA will acquire an

interest of 50% in the Blocks under the same

conditions offered by OGX at ANP’s 11th Bidding

Round. The acquisition price paid by ENEVA, thus,

will be equivalent to half the signing bonus and

other exploration and development commitments

assumed in the proposals submitted by OGX to

ANP. The assignment that is the subject matter of

the Agreement is contingent on approval by the

ANP as soon as the Block concession agreements

are signed.


Corporate Event Kinross Partnership

Description of

transaction

In April 2013, the Company, jointly with MPX E.ON

Participações S.A. Petra Energia S.A., signed a

contract with Kinross Brasil Mineração S.A. to

implement a natural gas thermal project, with

installed capacity of 56 MW, to be installed in the

Parnaíba Basin, state of Maranhão. The annual

value of the agreement is approximately R$54

million.


Corporate event Acquisition of Parnaíba III

Description of

transaction

On April 5, 2013, ENEVA informed the market that it

had concluded the acquisition of 100% of the

capital stock of Parnaíba III by ENEVA, MPX E.ON


148

Participações S.A. - a joint venture between ENEVA

and E.ON SE - and Petra Energia S.A. On March

26, 2013, the authorization by the Ministry of Mines

and Energy to change the fuel and transfer the

location of the Project was published. The project,

which has permission to construct a thermal power

plant with capacity of 176.2 MW, was transferred to

the Parnaíba Basin, where ENEVA is currently

constructing 1,369 MW, 1,193 MW of which already

have long-term agreements in the Regulated

Environment. Additional capacity, with start-up

scheduled for May 2013, will supply the Nova

Venécia agreements which sold power at the

auction Leilão de Energia Nova A-5, held in 2008,

in the form of CCEARs, totaling 98 average MW, at

the price of R$189.9 / MWh and annual fixed

revenue of R$93.5 million (both values in having

November 2012 as the base-date). The CCEARs

mature in 15 years, as of 2013.


Corporate event Disposal of shares

Description of

transaction

On March 27, 2013, Mr. Eike Fuhrken Batista, and E.ON SE entered into an Investment Agreement. After verification of the conditions precedent included in the Investment Agreement, on May 29, 2013, E.ON SE, through its subsidiary DD Brazil Holdings S.A.R.L., acquired 141,544,637 shares of the Company held by Mr. Eike Fuhrken Batista and by a number of shareholders of ENEVA, holders of options to purchase ENEVA shares, corresponding to 24.47% of its share capital. Besides, E.ON and Mr. Eike Fuhrken Batista entered into a shareholders’ agreement which regulates, among other matters, the exercise of voting rights and restrictions to the transfer of shares in the Company’s capital stock.



149

Corporate event Acquisition of MABE shares

Description of

transaction

On March 27, 2013, the Company announced to the market that in conjunction with EDP-Energias do Brasil S.A. and in equal proportions, it concluded the acquisition of 100% of the shares of MABE Brasil Ltda., a consortium formed by the company Maire Tecnimont SpA and the Efacec Group, related to the management of the works at the Thermal Power Plants Pecém, Itaqui and Pecém II, for the sum of R$1.00.


Corporate event Spin-Off

Description of

transaction

ENEVA spun off its stake in CCX Brasil, thus segregating 100% of its direct interest in MPX Austria and its indirect interest in MPX Vienna and MPX Colombia, converted into CCX. The spin-off comprised one of the steps of ENEVA ’s corporate reorganization, in order to separate from its structure the exploration rights of coal in certain mines located in Colombia and is related to the strategic partnership between ENEVA and E.ON SE.


Corporate event Other

Description of the corporate event “Other”

Subscription of Shares

Description of

transaction

E.ON SE subscribed and paid up new common shares of ENEVA due to the assignment of preemptive right from Mr. Eike Batista to E.ON SE in the context of the capital increase of the Company in the amount of R$1,000,000,063.00. As disclosed in the Material Fact dated April 18, 2012, the Company entered into definitive agreements


150

related to the transaction, by means of which: (i) ENEVA and E.ON SE have formed a 50:50 joint venture to accelerate growth and develop in Brazil and in Chile of a larger and more profitable energy-related business; and (ii) ENEVA raised R$1,000,000,063.00 through a capital increase in which E.ON gained a 11.7% interest in ENEVA.


Corporate event Acquisition and sale of important assets

Description of

transaction

ENEVA acquired from Tractebel Energia S.A. the Seival Thermal Power Plant project (“UTE Seival”), which holds a License To Install 600 MW of coal capacity in the municipality of Candiota, of Rio Grande do Sul State.


Corporate event Spin-Off

Description of

transaction Corporate restructuring of MPX Energia de Chile Ltda., through partial spin-off, where the assets and liabilities related to the coal-fueled thermal power plant remained in the existing company and the others were transferred to a new company denominated MPX Chile Holding Ltda. As part of the restructuring mentioned above MPX Energia de Chile Ltda. had its name changed to CGX Castilla Generación S.A.

8.4 – Other relevant information

There are no other relevant information to be inserted in this item.


151

9.1- Relevant non-current assets - other

The information on relevant non-current assets of the Company is provided

in items 9.1 (a), (b) and 9.1 (c) of this Reference Form.


152

9.1 - Relevant non-current assets / 9.1.a - Property, plant and equipment

Description of property, plant and equipment

Country of

location

State of

location City of location Type of property

Grid and substation of Amapari Energia S.A. Brazil AP Amapari Owned

Machinery and equipment of Porto do Pecém S.A. Brazil CE Fortaleza Owned

Machinery and equipment of Tauá Solar Ltda. Brazil CE Fortaleza Owned

Buildings, Works and improvements of Energia Pecém Brazil CE Fortaleza Owned

Land of UTE Parnaíba Geração de Energia S.A. (1) Brazil MA Sto. Antonio dos Lopes Owned

Construction in progress - Advances (acquisition of Equipment and Construction)

of UTE Porto do Itaqui Brazil MA São Luis Owned


of Energia Pecém Brazil CE Fortaleza Owned


of Pecém II Brazil CE Fortaleza Owned

Cost of labor allocated to construction of Itaqui Brazil MA São Luis Owned

Cost of labor allocated to construction of Energia Pecém Brazil CE Fortaleza Owned

Cost of labor allocated to construction of Pecém II Brazil CE Fortaleza Owned

Capitalized interest of Itaqui Brazil MA São Luis Owned

Capitalized interest of Energia Pecém Brazil CE Fortaleza Owned

Capitalized interest of Pecém II Brazil CE Fortaleza Owned

Capitalized interest of Parnaiba Brazil MA Sto. Antonio dos Lopes Owned


153

Capitalized interest of Parnaiba II Brazil MA Sto. Antonio dos Lopes Owned

Environmental permits and projects studies of ENEVA S.A. Brazil RJ Rio de Janeiro Owned

(1) Property enrolled under No. 2.380 at the Real Estate Registry of the Judicial District of Santo Antonio dos Lopes, owned by UTE Parnaiba

Geração de Energia S.A.


154

9.1 - Relevant non-current assets / 9.1.b – Patents, trademarks, licenses, concessions, franchises and technology

transfer agreements

Type of

asset

Description of

asset

Territory

covered

Term

Events that may cause loss of

rights

Consequences from the loss of

rights

Trademarks MMixed mark

ENEVA No.

828327300

Brazil Registration valid until April 1,

2018

In the administrative scope, the

events that may lead to the loss of

rights regarding such trademarks

are: (i) termination of effectiveness

terms without the due and timely

payment of official renewal fees; (ii)

partial or total waiver of our rights

regarding the products and

services showing the trademark;

(iii) lapse of registration, due to

unjustified non-use of the

trademark; (iv) use of the

trademark with significant changes,

which may cause changes in its

original distinctive character as it is

informed in the certificate of

registration, for a period equal to or

above 5 years, as from the

registration date; or (v) statement

of annulment of registration

obtained by third parties after

favorable decision in the

administrative scope. In the judicial

scope, despite holding the

ownership of our own trademarks,

third parties may allege that we are

violating intellectual property rights

and get favorable court decisions.

There is no way to quantify the

impact. Loss of the rights to the

trademarks implies that it will not be

possible to prevent third parties from

using identical or similar trademarks

to indicate even competing products

or services, given that the holder no

longer holds the right to exclusive

use of the sign. The possibility also

exists of legal actions being filed

against the holder in the criminal

and civil spheres on the grounds of

undue use in case of violation of

third party’s rights, as a result of

which it may be impossible to use

the trademarks in its business

activities. In any way, the Company

understands that the loss off such

trademarks will not have a materially

adverse effect on its operations and



155

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights

Trademarks Word mark MPX

No. 828327297.


2018



















































156

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights

Trademarks Word mark ENEVA

No. 900567805

Brazil Registration valid until May 17,

2021



















































157

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights


No. 900567902

Brazil Registration valid until June 28,

2021



















































158

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights


No. 900567805

Brazil Registration valid until August 2,

2021



















































159

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights

Trademarks Mixed mark UTE

Pecém Geração de

Energia No.

901667943


2022



















































160

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights

Trademarks Mixed mark

Energia Pecém No.

901779997


2022



















































161

Type of

asset

Description of

asset

Territory

covered

Term


rights


rights

Trademarks Mixed mark

Energia Pecém No.

907878022

Brazil Registration valid until June 26,

2022



















































162

9.1 - Relevant non-current assets / 9.1.c - Equity interests

9.1 – Relevant non-current assets / 9.1.c – Equity interests

Corporate name CNPJ CVM Code Type of Company Country of

incorporation

State of the

head office

City of the head office Description of the

activities conducted

Issuer interest (%)

Fiscal year Book value–% change Market price–%

change

Amount of dividends

received (in Real)

Date Amount (in Real)

Porto de Pecém


S.A.

08.976.495/0001-09 - Controlled Company Brazil CE São Gonçalo do Amarante Conduction of studies,

projects, construction,

installation,

implementation,

commercial operation,

maintenance and

exploitation of a thermal

power plant named

Energia Pecém, as well as

selling the output

therefrom, and

performance of any acts

inherent to trade business

in general related to such

activities.

50,000000

Market price

31/12/2012 66,38 0,000000 0,00 Book value 03/31/13 605.471.098,07

31/12/2011 37,150000 0,000000 0,00

31/12/2010 23,120000 0,000000 0,00

Reasons for acquisition and maintenance of such interest


163


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


Investment in thermal power generation.

MPX Pecém II


S.A.

10.471.487/0001-44 - Controlled Company Brazil CE Fortaleza Conduction of studies,


installation,

implementation,


maintenance and

exploitation of Pecém II, as

well as selling the output

therefrom, and


inherent to trade business

in general related to such

activities, as well as

installation and exploitation

of electric power projects,

throughout the national

territory, including

generation and sale of

energy and electric

capacity, either within

CCEE or within other

jurisdiction regulated by

law, electric power

transmission, assistance in

projects of energy

generation, transmission,

sale and distribution,

purchase and sale, import

and export of equipment

and machinery related to

electric power generation,

export of goods,

equipment and products in

99,700000


164


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


general.

Market price

31/12/2012 19,39 0,000000 0,00 Book value 03/31/13 440.283.670,54

31/12/2011 99,250000 0,000000 0,00

31/12/2010 198,230000 0,000000 0,00



UTE Porto do Itaqui


S.A.

08.219.477/0001-74 - Controlled Company Brazil MA São Luís (i) Conduction of studies,


installation,

implementation,


maintenance and

exploitation of a thermal

power plant named UTE

Porto do Itaqui, located in

the State of Maranhão, as

well as selling the output

therefrom, and


related to trade business in

general related to such

activities; (ii) elaboration,

development and

management of

infrastructure projects; (iii)

port operation for bulk

loading/unloading, their

transportation through

conveyor belt(s) in São

Luis Industrial District,

100,000000


165


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


including, without

limitation, acquisition,

construction, installation,

operation and

maintenance of a bulk

unloading system

consisting of unloaders

and conveyor belt(s).

Market price 448,309,741.57

31/12/2012 25,11 0,000000 0,00 Book value 03/31/13 536.077.416

31/12/2011 17,220000 0,000000 0,00

31/12/2010 38,910000 0,000000 0,00



Amapari Energia S.A. 08.815.601/0001-64 - Controlled Company Brazil DF Brasília Implementation and

exploitation of UTE Serra

do Navio and PCH

Capivara, and other

electric energy projects in

the State of Amapá,

including generation,

transmission and sale of

energy and electrical

capacity, intermediation in

purchase and sale of

energy and electrical

capacity.

51,000000

Market price

31/12/2012 5,09 0,000000 0,00 Book value 03/31/13 52,329,332.01

31/12/2011 20,69 0,000000 0,00


166


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


31/12/2010 -34,570000 0,000000 0,00



UTE Porto do Açu

Energia S.A.

09.130.974/0001-64 - Controlled Company Brazil RJ São João da Barra Generation, transmission

and sale of energy and

electrical capacity,

intermediation in purchase


electrical capacity.

50,000000

Market price

31/12/2012 -24,92 0,000000 0,00 Book value 03/31/13 21,365,208.47

31/12/2011 -7,640000 0,000000 0,00

31/12/2010 -41,480000 0,000000 0,00



Seival Sul Mineração

Ltda.

04.527.315/0001-42 - Controlled Company Brazil RJ Rio de Janeiro Industry and trade of

minerals in general,

including research, mining

and processing of minerals

reserves, provision of

geological services,

import, export, trade of

mineral, industrial and

chemicals products.

70,000000

Market price

31/12/2012 7,12 0,000000 0,00 Book value 03/31/13 3.473.818,16

31/12/2011 24,480000 0,000000 0,00


167


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


31/12/2010 -11,170000 0,000000 0,00


Investment in the industry and trade of minerals

UTE MPX Sul Energia

Ltda.

09.130.156/0001-61 - Controlled Company Brazil RS Candiota Implementation and

exploitation of electric

power plants in any part of

the national territory,

including generation and

sale of exceeding energy

and generation availability,

purchase and sale of

energy and generation

availability, either within

CCEE or other jurisdiction

regulated by law, i.e.,

directly to free consumers

or other energy traders,

including energy sale and

distribution, purchase and

sale, import and export of

goods in general and

inputs, equipment and

products.

50,000000

Market price

31/12/2012 -29,81 0,000000 0,00 Book value 03/31/13 6,499,954.56

31/12/2011 -14,000000 0,000000 0,00

31/12/2010 514,450000 0,000000 0,00




168


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


Termopantanal

Participações Ltda.

05.929.091/0001-68 - Controlled Company Brazil MS Corumbá Generation, sale, import

and export of energy and

electric capacity;



electrical capacity, either

within CCEE or other

jurisdiction regulated by

law; energy transmission;

advice on projects of

generation, transmission,

sale and distribution of

energy; purchase and

sale, import and export of

machinery and equipment

related to electric power

generation; purchase and

sale, import and export,

industrialization and

processing of natural gas,

oil and its byproducts.

66,670000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 0,00

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



UTE Parnaíba


S.A.

11.744.699/0001-10 - Affiliated company Brazil MA São Luís Sale of natural gas, and

development, construction

and operation of thermal

power plants using natural

70,000000


169


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


gas.

Market price

31/12/2012 115,52 0,000000 0,00 Book value 03/31/13 217.667.194,22

31/12/2011 1.857,130000 0,000000 0,00

31/12/2010 100,000000 0,000000 0,00



Porto do Pecém

Transportadora de

Minérios S.A.

10.661.303/0001-09 - Controlled Company Brazil CE Fortaleza Transportation of minerals

through conveyor belt(s) in

São Luis Industrial District,

including, without

limitation, acquisition,

construction, installation,

operation and

maintenance of a bulk

unloading system

consisting of unloaders

and conveyor belt(s).

50,000000

Market price

31/12/2012 -35,73 0,000000 0,00 Book value 03/31/13 243.104,14

31/12/2011 52500.00 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00


Investment in minerals transportation

OGMP Transporte

Aéreo Ltda.

13.528.307/0001-01 - Controlled Company Brazil RJ Rio de Janeiro Exploitation of eventual air

transportation of

passengers, cargo and

mail as air taxi, including

50,000000


170


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


off-shore operations

Market price

31/12/2012 -9,84 0,000000 0,00 Book value 03/31/13 6.343.536,61

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00


Investment in exploitation exploit of air transportation.

Pecém Operação e

Manutenção de

Unidades de Geração

Elétrica S.A.

13.746.853/0001-19 - Controlled Company Brazil CE São Gonçalo do Amarante Provision of operation and

maintenance services for

electric power plants.

50,000000

Market price

31/12/2012 26,38 0,000000 0,00 Book value 03/31/13 318.316,85

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00


Investment in operation and maintenance of electric power plants.

Seival Participações

S.A.

05.790.957/0001-00 - Controlled Company Brazil SC Florianópolis Investment in other

companies.

50,000000

Market price

31/12/2012 -49,71 0,000000 0,00 Book value 03/31/13 19.327.016,34

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



171


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


Investment in other companies.

UTE Parnaíba II


S.A.

14.578.002/0001-77 - Controlled Company Brazil MA São Luís Construction and operation

of thermal power plants

using natural gas.

99,990000

Market price

31/12/2012 8525300,000000 0,000000 0,00 Book value 03/31/13 83.618.135,14

31/12/2011 100,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



MPX E.ON


15.379.168/0001-27 - Controlled Company Brazil RJ Rio de Janeiro Investment in other

companies.

50,000000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 59.324.293,43

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



UTE Porto do Açú II


S.A.

15.285.704/0001-25 - Controlled Company Brazil RJ Rio de Janeiro Generation, transmission





50,000000


172


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)



Market price

31/12/2012 0,000000 0,000000 0,00 Book value 03/31/13 2.132.462,80

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



Parnaíba



companies.

50,000000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 18.017.226,71

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



UTE Parnaíba V


S.A.







100,000000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 1.000,00

31/12/2011 0,000000 0,000000 0,00


173


incorporation

State of the

head office



Issuer interest (%)


change

Amount of dividends

received (in Real)


31/12/2010 0,000000 0,000000 0,00



Parnaíba Geração e

Comércio de Energia

S.A.







100,000000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 0,00

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00



MPX Investimentos

S.A.


companies.

99,9900000

Market price

31/12/2012 0,00 0,000000 0,00 Book value 03/31/13 -144,45

31/12/2011 0,000000 0,000000 0,00

31/12/2010 0,000000 0,000000 0,00




174


jurisdiction

State of the head

office



Issuer participation

(%)


change

Amount of dividends

received (in Real)


OGX Maranhão

Petróleo e Gás S.A.

11.230.122/0001-90

- Affiliated company Brazil RJ Rio de Janeiro Research, mining, refining,

processing, trade and

transport of oil from wells,

shale gas and other rocks,

its byproducts, natural gas

and other fluid

hydrocarbons, maritime

support and port support to

assist exploitation and

production of oil and gas

offshore, as well as any

other related or similar

activities

33,330000

Market price

Dec/31/2012 41,500000 0.000000 0.00 Book value Mar/31/2013 26,043,112.78

Dec/31/2011 107,570000 0.000000 0.00

Dec/31/2010 0,.000000 0.000000 0.00


Investment in energy sales


jurisdiction

State of the head

office




(%)


change

Amount of dividends

received (in Real)


MPX Tauá II Energia

Solar Ltda.

17.157.518/0001-36

- Controlled Company Brazil CE Fortaleza Implementation and

exploitation of electric

power plants through

solar energy utilization,

100,000000


175


jurisdiction

State of the head

office




(%)


change

Amount of dividends

received (in Real)


including generation and

sale of electricity and

exceeding generation

availability.

Market price

Dec/31/2012 0,000000 0.000000 0,00 Book value Mar/31/2013 1,000.00

Dec/31/2011 0,000000 0.000000 0,00

Dec/31/2010 0,000000 0,000000 0,00


Investment in energy trade

176


The Company informs that all equity interest held by it are relevant and are, therefore, described in item 9.1 of this Reference Form.

177

10.1 General financial and equity conditions

The information given below has been reviewed by the Company

Management, and their comments are attached.

The figures shown in this section 10 have been extracted from the Company

consolidated financial statements for the years ended December 31, 2012,

2011 and 2010 and the quarterly financial statements – QFS for the quarter

ended March 31, 2013.

(a) Management’s comments on the general financial and equity

conditions

The Company Management has the following comments to make on the

general financial and equity conditions of the Company:

In the year 2010, our Company recorded consolidated gross revenue of

R$112.9 million, R$43.6 of which from the operation of Serra do Navio

thermoelectric plant and R$69.3 from the energy trader. Our Company

recorded loss of R$256.3 million for the year. Consolidated cash and cash

equivalents, securities and restricted deposits at the end of 2010 reached

R$854.2 million, and loans and financing totaled R$2,590 million, giving a net

debt position of R$1,735 million.


R$190.4 million, R$42.3 of which from the operation of Serra do Navio

thermoelectric plant and R$148.1 from the energy trader. Our Company

recorded loss of R$408.5 million for this year; however, it recorded

consolidated cash (cash and cash equivalents and securities) at the end of

2011 of R$1,451.8 million, which primarily comprised the issuance, in June

this year, of convertible debentures of R$1,377 billion. Loans and financing

totaled R$4,341 million, giving a net debt position of R$2,889 million.


R$541.6 million, which totally derived from the operation of Amapari

Comercializadora de Energia and Itaqui. Our Company recorded loss of

R$434.5 million for this year; however, it recorded consolidated cash and cash

equivalents as of December 31, 2012, of R$590.5 million, while securities

amounted to R$3.4 million. On December 31, 2012, loans, financing and

debentures totaled R$6,072.4 million, giving a net debt position of R$5,478.5

million.

For the quarter ended March 31, 2013, our Company recorded consolidated

178

gross revenue of R$217.6 million, which totally derived from the operation of

Amapari, Parnaíba I and Itaqui. Our Company recorded loss of R$257.1

million for this year; however, it recorded consolidated cash and cash

equivalents of R$359.1 million, and securities of R$5.6 million as of March 31,

2013. On the same date, loans, financing and debentures totaled R$5,465.0

million, giving a net debt position of R$5,100.3 million. It should be noted that

due to the adoption of new accounting practices (IFRS 11), the Company has

ceased to record proportionally the revenue from some investees, among

which is Comercializadora de Energia.

The Company’s overall liquidity ratio, measured as the sum of current and

non-current assets over the sum of current and non-current liabilities, was

1.55 as of December 31, 2010, 1.21 as of December 31, 2011, 1.40 as of

December 31, 2012 and 1.40 as of March 31, 2013.

Management believes that the Company’s financial and equity conditions are

adequate for implementing its business plan and fulfilling its current short,

medium and long-term obligations.

(b) Management’s comments on the capital structure and the

possibility of redemption of shares or quotas

The make-up of our Company’s capital structure is shown below, for the

periods indicated. In the opinion of Management, the current capital structure

indicates a satisfactory relationship between own capital and third party

capital.

As of March 31, 2013, our Company’s capital structure was made up of 28.7% of own

capital and 71.3% of third party capital. ENEVA consolidated shareholders’ equity at this

date amounted to R$2.452 billion, while gross debt plus liabilities to third parties totaled

R$6.078 billion.

As of December 31, 2012, our Company’s capital structure consisted of 28.6% of own

capital and 71.4% of third party capital. ENEVA consolidated shareholders’ equity

amounted to R$2.705 billion as of the same date, while gross debt plus liabilities to third

parties totaled R$6.747 billion.

As of December 31, 2011, our Company’s capital structure consisted of 16% of own capital

and 84% of third party capital. ENEVA consolidated shareholders’ equity amounted to

R$1.37 billion as of the same date, while gross debt plus liabilities to third parties totaled

R$6,583.6 billion.

179

As of December 31, 2010, our Company’s capital structure consisted of 27% of own capital

and 73% of third party capital. ENEVA consolidated shareholders’ equity amounted to

R$1.701 billion as of the same date, while gross debt plus liabilities to third parties totaled

R$3,120.4 billion.

i. circumstances in which shares or quotas could be redeemed

Management also notes that our Company has not issued any redeemable

shares.

ii. formula for calculating redemption value of shares or quotas

Management also notes that there is no formula for calculation redemption

value, since the Company has not issued any redeemable shares.

(c) Management comments on the Company’s ability to meet

financial commitments assumed

Management believes that our Company is fully able to meet all its financial

commitments, since its major undertakings have been structured as Project

Finance, with approximately 25% of total investments being met from its own

resources, which are disbursed pari passu with external financing. These

undertakings are also linked to Regulated Environment Electricity Sales

Contracts (CCEAR), which allow generation of fixed revenues for 15 and 20

years (provided the parties comply with their respective contractual

obligations).

Our operation is performed through an interest, as a shareholder, in the

capital stock of companies that develop such projects. Some of these projects

are developed in partnership with other agents of the energy sector. Funds for

the projects have been raised basically from the Company’s IPO, held on

December 14, 2007, and January 11, 2008, (over-allotment shares), in the

total amount of R$2 billion as well as from financing and more recently from

the issuance of 21,735,744 debentures convertible into shares, held on June

15, 2011, in the amount of R$1.4 billion. On May 24, 2012, 21,653,300

debentures were converted into 33,255,219 new shares, by virtue of the

corporate restructuring process implemented by the Company in the year

2012.

The holding company raised short-term funds of approximately R$800 million

in 2012, in order to finance part of the investments made in projects during the

year. We are arranging to settle a portion of this short-term finance during

2013, and to replace the rest with long-term debt, so as to provide the

capitalization needed for the company to invest in potential new projects.

180

(d) Sources of financing for working capital and investments in

non-current assets

Our reply below under item “f” gives details of sources for financing

investments in non-current assets.

Management believes that the sources of finance used are adequate for our

Company’s debt profile, since projects have been structured on the basis of

Project Finance supplied by development banks at subsidized rates of interest

and on extended repayment terms of up to 14 years.

(e) Sources of financing for working capital and investments in

non-current assets which are intended to be used to cover liquidity

shortfalls

As stated above, we are arranging to settle part of this short-term finance

during 2013, and to replace the rest with long-term debt, so as to provide the

capitalization needed for the company to invest in potential new projects.

(f) Levels of indebtedness and characteristics of the debt

(i) Relevant loan and financing agreements

The following table shows our Company’s consolidated indebtedness with

financial institutions as of March 31, 2013, and December 31, 2012, 2011 and

2010, with the corresponding interest rates and maturity dates. The amounts

are stated in thousands of Reais.

181

Debtor Creditor Currency Interest

rate Maturity

Balance as

of

Mar/31/2013

Balance as of

Dec/31/2012

Balance on

Dec/31/2011

Balance on

Dec/31/2010

Itaqui BNDES (Direct) (a) R$

TJLP + 2.78% Jun/15/2026 874,040 890,703 861,165 568,339

Itaqui BNB (b) R$ 10% Dec/15/2026 200,297 200,365 200,699 184,574

Itaqui BNDES (Indirect) (c) R$

IPCA +

TR

BNDES + 4.8% Jun/15/2026 148,518 141,202 113,707 54,455

Itaqui

BNDES

(Indirect) (d) R$

TJLP +

4.80% Jun/15/2026 170,499 173,685 171,026 141,839

Pecém II BNDES (Direct) (e) R$

TJLP + 2.18% Jun/15/2027 711,645 690,175 574,430 437,044

Pecém II

BNDES

(Direct) (f) R$

IPCA +

TR BNDES

+

2.18% Jun/15/2027 155,652 148,772 127,975 90,048

ENEVA

S/A Itaú BBA (g) R$

CDI +

2.85% Jun/17/2013 108,606 106,158 106,285 251.077

Pecém II BNB (h) R$ 10% Jan/01/2028 250,027 235,053 234,819 -

Parnaíba Bradesco (i) R$

CDI +

3.00% Jun/26/2013 66,380 64,063 75,127 -

Parnaíba Itaú (j) R$ CDI + 3.00% Jun/26/2013 70,073 68,029 125,212 -

Parnaíba Santander (k) R$

CDI +

3.00% Jun/26/2013 - - - -

Parnaíba BNDES (Direct) (l) R$

TJLP + 2.80% Mar/15/2013 - - 242,957 -

Parnaíba

BNDES

(Direct) (m) R$

IPCA +

TR

BNDES +

2.80% Mar/15/2013 - - 157,500 -

Parnaíba BNDES (Direct) (n) R$

TJLP + 1.88% Jun/15/2027 503,040 493,070 - -

Parnaíba

BNDES

(Direct) (o) R$

IPCA +

TR

BNDES

+

1.88% Jul/15/2026 207,957 203,190 - -

Parnaíba II Itaú BBA (p) R$ CDI + 3.00% Sep/30/2013 110,708 108,189 - -

Parnaíba II HSBC (q) R$

CDI +

3.00% Sep/30/2013 138,386 135,236 - -

Parnaíba II CEF (r) R$ CDI + 3.00% Nov/07/2013 354,603 346,523 - -

ENEVA S/A

Promissory

Notes – 1st Issue (s) R$

CDI + 1.50% Jul/15/2013 317,678 311,595

ENEVA

S/A Citibank (t) R$

CDI +

1.15% Sep/27/2013 105,246 103,292 - -

ENEVA S/A Citibank (u) USD

CDI + 1.26% Sep/27/2017 100,708 102,193 - -

ENEVA

S/A

Promissory

Notes – 2nd

Issue (v) R$

Libor +

1.50% Dec/9/2013 306,915 301,005 - -

ENEVA

S/A

BTG

Pactual (w) R$

CDI +

1.50% Dec/13/2013 104,295 102,284 - -

ENEVA

S/A

BTG

Pactual (x) R$

CDI +

2.95% Aug/6/2013 354,451 - - -

ENEVA

S/A HSBC (y) R$

CDI +

1.75% Mar/25/2013 100,101 - - -

Pecém

BNDES

(Direct) (z) R$

TJLP +

2.77% Jun/15/2026 - 796,516

732,128 575,892

Pecém BID (aa) USD

Libor +

3.5% May/15/2026 - 138,518

129,308 109,976

Pecém BID (bb) USD Libor + 3.0% May/15/2022 -

168,498 159,606 136,168

Chile

Credit

Suisse (cc) USD 8.13% Apr/15/2015 - 23,423

28,673 -

182

Chile

Credit

Suisse (dd) USD 8.00% Apr/15/2015 - 15,612

19,116 -

5,459,825 6,067,349 4,059,733 2,549,412

The table below sets forth the composition of loans of the joint subsidiary

Porto do Pecém Geração de Energia S.A. and the indirect subsidiary MPX

Chile Holding Ltda., which, as from 2013, by applying the new consolidation

rules introduced by IFRS 10, have been proportionally consolidated as of

January 1, 2013, (amounts in thousands of Reais):

Contracting

Party Debtor Currency

Interest

rate Maturity

Balance on

Mar/31/2013

Pecém

BNDES

(Direct) (aa) R$

TJLP +

2.77%

Jun 15,

2026 782,053

Pecém BID (bb) USD

Libor +

3.5%

May 15,

2026 137,995

Pecém BID (cc) USD

Libor +

3.0%

May 15,

2022 167,695

Chile

Credit

Suisse (dd) USD 8.13%

Apr. 15,

2015 15,713

Chile

Credit

Suisse (ee) USD 8.00%

Apr. 15,

2015 10,476

1,113,932

Below is a summary of our Company’s principal debt agreements:

(a) The Brazilian Development Bank (Banco Nacional de Desenvolvimento

Econômico e Social or “BNDES”) released the full amount of the R$784

million long-term financing for Porto do Itaqui Geração de Energia S.A.

thermoelectric plant, in respect of sub-loans A, B and C, at an agreed annual

cost of TJLP + 2.78%. The financing period is 17 years, with amortization over

14 years and no repayments of principal until July 2012. Sub-loan D, on the

other hand, which is for R$13.6 million and intended for social investments

(BNDES Social), pays interest only at the TJLP rate. The sum of R$11.7

million has been disbursed so far, R$1.7 million of which was released in the

fourth quarter of 2012. The BNDES Social line of credit is for a total period of

9 years, with amortization over 6 years and no repayments of principal until

July 2012. Interest on these loans is being capitalized during the construction

period. This financing has the following guarantees, which are shared with the

other banks financing the project: (i) Corporate surety of the parent company

ENEVA S/A. (ii) Pledge of shares, (iii) Fiduciary Assignment of Rights and

Credits, (iv) Fiduciary Assignment of Rights Emerging from ANEEL’s

183

Authorization, (v) Conditional Assignment of Rights and Agreements, (vi)

Fiduciary Sale of Machinery and Equipment, (vii) Mortgage and (viii) Liquidity

Fund in Reserve Account.

(b) To supplement the BNDES financing, Porto do Itaqui Geração de Energia

S.A. thermoelectric plant has raised a loan from BNB-FNE, for a total of

R$203 million. The final disbursement was made on July 28, 2011, and the

loan is now drawn in full. The BNB loan is for a total period of 17 years, with

amortization over 14 years and no repayments of principal until July 2012.

The annual cost is 10%. There is a 15% compliance bonus, thus reducing the

cost to 8.5% p.a. This financing has the following guarantees, which are

shared with the other banks financing the project: (i) Corporate surety of the

parent company ENEVA S/A. (ii) Pledge of shares, (iii) Fiduciary Assignment

of Rights and Credits, (iv) Fiduciary Assignment of Rights Emerging from

ANEEL’s Authorization, (v) Conditional Assignment of Rights and Agreements,

(vi) Fiduciary Sale of Machinery and Equipment, (vii) Mortgage and (viii)

Liquidity Fund in Reserve Account.

(c) R$100 million of the indirect BNDES line of credit, for which Banco

Bradesco and Banco Votorantim are the agents, has been disbursed to the

Porto do Itaqui Geração de Energia S.A. thermoelectric plant, in respect of

sub-loans A, B, C, D and E. This portion of the loan is for a total period of 17

years, with amortization over 14 years and no payments of capital or interest

until July 2012. The agreed annual cost is IPCA + BNDES Reference Rate +

4.8% during the construction phase, and IPCA + BNDES Reference Rate +

5.3% when the plant is in operation. Interest on these loans is being

capitalized during the construction phase. This financing has the following

guarantees, which are shared with the other banks financing the project: (i)

Corporate surety of the parent company ENEVA S/A. (ii) Pledge of shares,

(iii) Fiduciary Assignment of Rights and Credits, (iv) Fiduciary Assignment of

Rights Emerging from ANEEL’s Authorization, (v) Conditional Assignment of

Rights and Agreements, (vi) Fiduciary Sale of Machinery and Equipment, (vii)

Mortgage and (viii) Liquidity Fund in Reserve Account.

(d) The full amount of sub-loan F, part of the loan described in (c) above,

amounting to R$141.8 million, has been disbursed to the Porto do Itaqui

Geração de Energia S.A. thermoelectric plant. This part of the loan is for a

total period of 17 years, with amortization over 14 years and no payments of

capital or interest until July 2012. The agreed annual cost is TJLP + 4.8%

during the construction phase and TJLP + 5.3% when the plant is in

operation. Interest on these loans is to be capitalized during the construction

phase. This financing has the following guarantees, which are shared with the

other banks financing the project: (i) Corporate surety of the parent company

184

ENEVA S/A. (ii) Pledge of shares, (iii) Fiduciary Assignment of Rights and

Credits, (iv) Fiduciary Assignment of Rights Emerging from ANEEL’s

Authorization, (v) Conditional Assignment of Rights and Agreements, (vi)

Fiduciary Sale of Machinery and Equipment, (vii) Mortgage and (viii) Liquidity

Fund in Reserve Account.

(e) By the end of March 2013, Pecém II had drawn down R$607.9 million of

the R$627.3 million provided under sub-loans A, B, C, D and L of the long-

term financing provided by BNDES (in nominal R$, excluding interest during

the construction phase). The sub-loans A, B, C and D are for a total period of

17 years, with amortization over 14 years and no payments of capital or

interest until July 2013. The agreed annual cost is TJLP + 2.18%. sub-loan L

is for a total period of 9 years, with amortization over 6 years and grace period

for payments of capital or interest until July 2013. The agreed annual cost is

TJLP. To guarantee the financing granted, bank guarantees were issued in the

total amount of R$493.9 million, of which R$254.3 million were issued by

Banco Itaú BBA S.A., R$65.4 million were issued by Banco Santander S/A,

R$65.4 million were issued by Banco Votorantim S/A, R$65.4 million were

issued by Banco Bradesco S/A and R$43.6 million were issued by Citibank

S/A. Additionally, this financing has the following guarantees, which are

shared with the other banks financing the project: (i) Pledge of shares, (ii)

Fiduciary Assignment of Rights and Credits, (iii) Fiduciary Assignment of

Rights Emerging from ANEEL’s Authorization, (iv) Conditional Assignment of

Rights and Agreements, (v) Fiduciary Sale of Machinery and Equipment, (vi)

Mortgage, (vii) Liquidity Fund in Reserve Account, and (ix) Corporate surety of

ENEVA S.A.

(f) Pecém II has drawn down R$110.1 million, being the full amount of

sub-loans E, F, G, H and I under the long-term BNDES financing

agreement mentioned in (i) above. These sub-loans are for a total

period of 17 years, with amortization over 14 years and no payments

of capital or interest until July 2014. The agreed annual cost is IPCA

+ BNDES Reference Rate + 2.18%. Sub-loan J for R$22 million,

which was part of this line of credit, was transferred to sub-loan A of

the preceding item in April 2012. To guarantee the financing granted,

bank guarantees were issued by Banco Itaú BBA in the total amount

of R$88.1 million. Additionally, this financing has the following

guarantees, which are shared with the other banks financing the

project: (i) Pledge of shares, (ii) Fiduciary Assignment of Rights and

Credits, (iii) Fiduciary Assignment of Rights Emerging from ANEEL’s

Authorization, (iv) Conditional Assignment of Rights and Agreements,

(v) Fiduciary Sale of Machinery and Equipment, (vi) Mortgage, (vii)

Liquidity Fund in Reserve Account, and (viii) Corporate surety of

ENEVA S.A.

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(g) On December 17, 2012, the parent company MPX Energia S.A.

renegotiated the Bank Credit Note (CCB), amounting to R$105.8 million, with

Banco Itaú BBA S.A., on December 21, 2010, with maturity date estimated for

December 17, 2012, paying interest due to date in full. The new maturity date

is June 17, 2013, with the interest rate remaining at 100% of the CDI rate plus

2.85% p.a.

(h) To supplement the BNDES financing, MPX Pecém II Geração de

Energia S.A. has raised a loan from BNB with FNE funds, for a total

of R$250 million, of which R$235 million has been drawn so far. The

BNB loan is for a total period of 17 years, with quarterly interest and

amortization over 14 years. No repayments of principal are due until

February 2014, and the annual cost is 10%. The conditions of the

financing include a 15% compliance bonus, thus reducing the cost to

8.5% p.a. This financing has the following guarantees, which are

shared with the other banks financing the project: (i) Pledge of

shares, (ii) Fiduciary Assignment of Rights and Credits, (iii) Fiduciary

Assignment of Rights Emerging from ANEEL’s Authorization, (iv)

Conditional Assignment of Rights and Agreements, (v) Fiduciary Sale

of Machinery and Equipment, (vi) Mortgage and (vii) Liquidity Fund in

Reserve Account, and (viii) Corporate surety of ENEVA S.A.

(i) On December 26, 2011, the Parnaíba Geração de Energia S.A.

thermoelectric plant raised R$75 million by means of a Bank Credit

Note (CCB) issued to Banco Bradesco S/A, against the guarantees

of ENEVA S.A. and Petra Energia S.A. This is a bridge loan to

finance the installation of the Maranhão IV and V thermoelectric

plants. Interest is 100% of the CDI rate plus 3% p.a., with capital and

interest being paid in full when the loan matures on June 26, 2013. A

further amount of R$75 million was disbursed on February 28, 2012,

on the same conditions as for the earlier disbursement. R$90 million

of capital, plus interest accrued, was paid off on December 28, 2012,

when the long-term loan from BNDES, described in items (o) and (p),

was released. In addition to the sureties, this agreement is

guaranteed by fiduciary transfer of shares and conditional fiduciary

assignment of credits shared between Santander and Itaú BBA.

(j) On December 26, 2011, the Parnaíba Geração de Energia S.A.


Note (CCB) issued to Banco Itaú BBA, against the guarantee of the

parent companies ENEVA S.A. and Petra Energia S/A. This is a

bridge loan to finance the installation of the Maranhão IV and V

thermoelectric plants. Interest is 100% of the CDI rate plus 3% p.a.,

with capital and interest being paid in full when the loan matures on

186

June 26, 2013. R$60 million of capital, plus interest accrued, was

paid off on December 2012, when the long-term loan from BNDES,

described in items (o) and (p), was released.

(k) On February 28, 2012, the Parnaíba Geração de Energia S.A.


Note (CCB) issued to Banco Santander, against the guarantee of the

parent companies ENEVA S.A. and Petra Energia S/A. This loan is to

finance the installation of the Maranhão IV and V thermoelectric

plants. Interest is 100% of the CDI rate plus 3% p.a. This bridge loan

was fully repaid in December 2012, when the long-term BNDES loan

described in items (o) and (p) was released.

(l) The Parnaíba Geração de Energia S.A. thermoelectric plant drew down

R$242.7 million on December 28, being the full amount of sub-loan C of the

BNDES bridge loan (in nominal R$, excluding interest during the capitalization

period). The agreed cost is TJLP + 2.8% p.a. This bridge loan was fully repaid

in December 2012, when the long-term BNDES loan described in items (o)

and (p) was released. Such debt was guaranteed by bank letters of

guarantee.

(m) The Parnaíba Geração de Energia S.A. thermoelectric plant drew

down R$157.3 million on December 28, 2011, being sub-loans A and B of the

same BNDES bridge loan referred to in the preceding item. The agreed

annual cost is IPCA + BNDES Reference Rate + 2.8%. This bridge loan was

fully repaid in December 2012, when the long-term BNDES loan described in

items (o) and (p) was released. Such debt was guaranteed by bank letters of

guarantee.

(n) The Parnaíba Geração de Energia S.A. thermoelectric plant drew

down R$495.6 million in December 2012, being sub-loans B and C of the

long-term BNDES financing agreement totaling R$671 million. These sub-

loans will be amortized in 168 monthly installments, together with interest,

starting on July 15, 2013. The agreed cost is TJLP + 1.88% p.a. This financing

also includes sub-loan D, directed toward social investments (BNDES Social)

in the amount of R$12.2 million, which has not yet been disbursed and which

is only subject to TJLP cost. This debt is guaranteed by: (i) Pledge of Stock,

(ii) Fiduciary Assignment of Rights and Credits, (iii) Fiduciary Assignment of

Rights Emerging from ANEEL’s Authorization, (iv) Fiduciary Sale of Machinery

and Equipment and (v) Mortgage.

(o) The UTE Parnaíba Geração de Energia S.A. thermoelectric plant

drew down R$204.3 million in December 2012, being the full amount

of sub-loan A of the long-term BNDES financing agreement referred

to in the preceding item. This sub-loan is to be amortized in 13

187

monthly installments, together with interest, starting on July 15, 2014.

The agreed annual cost is IPCA + BNDES Reference Rate + 1.88%.

To guarantee the financing granted through sub-loans A, B and C

(referred to in the previous item), bank guarantees were issued in the

total amount of R$700 million, of which R$310 million were disbursed

by Banco Itaú BBA S/A, R$240 million were disbursed by Banco

Bradesco S/A and R$150 million were disbursed by Banco Santander

S/A, as well as corporate surety of ENEVA S.A., with limited liability

of up to 70% of debt. This debt is guaranteed by: (i) Pledge of

shares, (ii) Fiduciary Assignment of Rights and Credits, (iii) Fiduciary

Assignment of Rights Emerging from ANEEL’s Authorization, (iv)

Fiduciary Sale of Machinery and Equipment, and (v) Mortgage.

(p) On March 30, 2012, the Parnaíba II Geração de Energia S.A.


Note (CCB) issued to Banco Itaú BBA, against the guarantee of the

parent company ENEVA S.A. This is a bridge loan to finance the

installation of the Parnaíba II thermoelectric plant. Interest is 100% of

the CDI rate plus 3% p.a., with capital and interest being paid in full

when the loan matures on September 30, 2013. (i) Fiduciary Sale of

the total shares issued by the Parnaíba II Geração de Energia S.A.

thermoelectric plant and held by our Company; (ii) Fiduciary

Assignment of Rights of Supply Agreements by which the Parnaíba II

Geração de Energia S.A. thermoelectric plant assigns awards of

damages to be received by Petra Energia S.A. and by OGX

Maranhão Petróleo e Gás S.A. in the scope of the supply

agreements executed, and (iii) Corporate surety of ENEVA S.A.

(q) On March 30, 2012, the Parnaíba II Geração de Energia S.A.


Note (CCB) issued to Banco HSBC, in the amount of R$125 million,

against the guarantee of the parent company ENEVA S.A. This is a

bridge loan to finance the installation of the Parnaíba II thermoelectric

plant. Interest is 100% of the CDI rate plus 3% p.a., with capital and

interest being paid in full when the loan matures on September 30,

2013. This debt is guaranteed by the same list of guarantees

described in item (p) above.

(r) On May 7, 2012, the Parnaíba II Geração de Energia S.A. thermoelectric plant raised R$325 million under a Bank Credit Notes (CCBs) agreement with Caixa Econômica Federal, against the guarantee of the parent company. This is a bridge loan to finance the installation of the Parnaíba II thermoelectric plant. A tranche of R$125 million and two tranches of R$100 million each were disbursed on May 8, May 15 and June 15, 2012, respectively. Annual interest is 100% of the CDI rate plus 3%, and principal and interest are payable in full

188

at maturity on November 7, 2013. This debt is guaranteed by the same list of guarantees described in item (p) above.

(s) On July 17, 2012, ENEVA S.A. made the first public distribution of

300 trade promissory notes, in a single series, with a nominal value

of R$1 million each, for a total amount of R$300 million, maturing 360

days after issue and paying interest at the CDI rate plus 1.5% p.a.,

with restricted placement efforts according to CVM Instruction 476.

(t) On September 27, 2012, the parent company ENEVA S.A. issued a

Bank Credit Note (CCB) to Banco Citibank S.A. for an amount of

R$101.3 million, maturing on September 27, 2013. Interest, which will

be payable on maturity, is at 100% of the CDI rate plus 1.15% p.a.

On November 7, 2012, this CCB was split into 14 CCBs of several

amounts. This debt has a guarantee shared with the operation

described in item (u) below.

(u) On September 25, 2012, ENEVA S.A. obtained a loan from Citibank

N.A. United States through a Credit Agreement, under Central Bank

(BACEN) Resolution 4.131, for US$50 million (the equivalent of

R$101.5 million). Interest on this raising is fixed at LIBOR + 1.26%

p.a., to be paid quarterly. The principal is to be paid half-yearly, with

no capital payments until September 26, 2014, and the loan matures

on September 27, 2017. As a currency hedge for this raising, ENEVA

S.A. entered into a swap operation with Citibank itself. The execution

of this agreement was accompanied by the issuance of a promissory

note as a guarantee by the borrower and fiduciary assignment of 7

financial bills. This debt and its related instruments are guaranteed by

fiduciary assignment of securities and credit rights and by standby

letter of credit issued by the parent company.

(v) On December 11, 2012, ENEVA S.A. made the second public

distribution of 300 trade promissory notes, in a single series, with a

nominal value of R$1 million each, for a total amount of R$300

million, maturing 360 days after issue and paying interest at the CDI

rate plus 1.5% p.a., with restricted placement efforts according to

CVM Instruction 476.

(w) On December 13, 2012, ENEVA S.A. issued a Bank Credit Note

(CCB) to Banco BTG Pactual for an amount of R$101.9 million,

maturing on December 13, 2013. Interest, which will be payable on

maturity, is at 100% of the CDI rate plus 1.5% p.a.

(x) On February 7, 2013, ENEVA S.A. issued a Bank Credit Note (CCB)

to Banco BTG Pactual S.A. in the amount of R$350.0 million,

maturing on August 7, 2013. Interest, which will be payable on

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maturity, was set at 100% of the CDI rate plus 2.95% p.a. This debt is

guaranteed by fiduciary assignment subject to credit rights arising

from a loan agreement between the Company and the Porto do Itaqui

thermoelectric plant entered into in July 2012.

(y) On March 25, 2013, ENEVA S.A. issued a Bank Credit Note (CCB)

to HSBC Bank Brasil S.A. in the amount of R$100 million, maturing

on March 25, 2014. Interest, which will be payable on maturity date,

was set at 100% of the CDI rate plus 1.75% p.a.

(z) By the end of 2012, BNDES had released an amount of R$1.4 billion

of the long-term financing for Porto do Pecém Geração de Energia

S.A. The BNDES financing agreement is for a total amount of R$1.41

billion (in nominal R$, excluding interest during the construction

phase), for a total period of 17 years, with amortization over 14 years

and no payments of capital or interest until July 2012. The agreed

annual cost is TJLP + 2.77%. Interest is being capitalized during the

construction phase. The balances of principal and interest shown in

the above table correspond to 50% of the original balances, taking

into account the 50% share in the company held by EDP Energias do

Brasil S.A. This financing has the following guarantees, which are

shared with the other project financing banks: (i) Mortgage, (iii) Share

Pledge, (iii) Fiduciary Assignment of Rights and Credits, (vi)

Conditional Assignment of Rights and Contracts, (v) Chattel

Mortgage of Machines and Equipment, (vi) Promissory Notes, (vii)

Revenue Account in Reserve Account, (viii) Corporate surety of

ENEVA S.A. up to the limit of 50% of debt balance, and (ix)

Corporate surety of EDP up to the limit of 50% of debt balance.

(aa) To supplement the direct BNDES loan, Porto do Pecém Geração de

Energia S.A. has raised a direct loan from the Banco Interamericano de

Desenvolvimento (BID) (“A Loan”), amounting to US$147 million. The total

disbursed so far is US$143.78 million (the equivalent of R$289,429 as of

December 31, 2012). The cost of the “A Loan” is LIBOR + 3.5% for a total

period of 17 years, with amortization over 14 years and no repayments of

principal until July 2012. The balances of principal and interest shown in the

above table correspond to 50% of the original balances, taking into account

the 50% share in the company held by EDP Energias do Brasil S.A.

(bb) To supplement the direct BNDES loan, Porto do Pecém Geração de

Energia S.A. has raised an indirect loan from the BID (“B Loan”), amounting to

US$180 million. The total disbursed so far is US$176 million (the equivalent of

R$348,997 as of December 31, 2012). The onlending banks are the Banco

Comercial Português Group, Calyon and Caixa Geral de Depósito. The cost

of the “B Loan” is LIBOR + 3% for a total period of 13 years, including 10

190

years of amortization and no repayments of principal until July 2012 The

balances of principal and interest shown in the above table correspond to

50% of the original balances, taking into account the 50% share in the

company held by EDP Energias do Brasil S.A.

(cc) MPX Chile Holding Ltda. entered into a foreign currency loan

agreement with Banco Credit Suisse Bahamas on April 13, 2011, with the

guarantee of the parent company. The loan was raised in US Dollars for a

total of US$15 million (the equivalent of R$31,231 as of December 31, 2012),

at a fixed annual interest rate of 8.13%. Capital and interest are to be paid

half-yearly, with no capital payments until April 15, 2013, and the loan

maturing on April 15, 2015. The balances of principal and interest shown in

the above table correspond to 50% of the original balances. The loan

agreement was accompanied by the issuance of a promissory note as a

guarantee by Credit Suisse AG, Nassau Branch.

(dd) MPX Chile Holding Ltda. entered into a foreign currency loan

agreement with Banco Credit Suisse Bahamas on June 29, 2011, with the

guarantee of the parent company. The loan was raised in US Dollars for a

total of US$10 million (the equivalent of R$20,815 as of December 31, 2012),

at a fixed annual interest rate of 8%. Capital and interest are to be paid half-

yearly, with no capital payments until April 15, 2013, and the loan matures on

April 15, 2015. The balances of principal and interest shown in the above

table correspond to 50% of the original balances. The loan agreement was

accompanied by the issuance of a promissory note as a guarantee by Credit

Suisse AG, Nassau Branch.

In addition to the above mentioned financing, as from July 2012, the Company

disbursed R$500 million as a result of loan agreements subordinated to

transactions with IDB, BNDES and BNB, of which R$150 million to Porto do

Pecém Geração de Energia S.A. and R$350 million to UET Porto do Itaqui

Geração de Energia S.A.

In October and December 2012, the Company entered into two loan

agreements, in each of which the Company undertook to make R$667

thousand available to Pecém Operação e Manutenção de Unidades de

Geração Elétrica S.A., at an annual cost of 110% of the CDI, with maturities

currently fixed for September 30 and December 31, 2013, respectively.

Management of the Company states that the total amount of debt of any nature,

which as defined in Circular Letter CVM/SEP/No. 01/2013 is the aggregate total of

the Company’s consolidated Current and Non-Current Liabilities, is not

contractually subordinated, except for the legal subordination arising from the

collateral given by the Company to its financial creditors.

As of March 31, 2013, the Company’s total consolidated debt of any nature was

191

R$6,077.4 million. R$3,961.8 million of this was collateralized, with preference, in

the case of collective insolvency proceedings, over the unsecured creditors of the

Company, which at the same date amounted to R$2,115.9 million.

As of December 31, 2012, of the Company’s total consolidated debt of any nature,

amounting to R$6,746.6 million, R$3,898.3 million was collateralized, with

preference, in the case of collective insolvency proceedings, over the unsecured

creditors of the Company, which at the same date amounted to R$2,848.4 million.

The table below shows the financial debt and the non-financial debt and the

Company’s total indebtedness for the periods indicated:

(in thousands of R$) 03/31/2013 12/31/2012

Financial Debt 5,459,825 6,067,349

Non-financial Debt 617,949 679,256

Total Indebtedness 6,077,774 6,746,605

For more information on the Company’s indebtedness, see item 3.7 of this

Reference Form.

(ii) Other long-term relationships with financial institutions

Our Company and its subsidiaries have no long-term relationships with

financial institutions, other than those already described in item 10.1(f)(i) of

this Reference Form.

(iii) Degree of subordination between debts

The long-term financing agreements entered into by our Company’s

subsidiaries and described above are for the most part structured as Project

Finance and are collateralized. The undertakings that have been financed are

subject to the usual market obligations not to issue guarantees of any kind for

transactions with other creditors, without the same guarantees being offers to

the lenders, except with the prior express authorization of the latter, other than

encumbrances allowed in terms of the corresponding agreements.

Furthermore, the financing agreements entered into by one undertaking are in

no way subordinated to debts contracted in respect of the other undertakings.

(iv) Any restrictions imposed on the Company, in particular

regarding borrowing limits and the raising of new debt, dividend

distribution, asset disposal, the issue of new securities or the transfer of

control of the Company.

192

Certain usual market covenants are included in the financial agreements

mentioned above. We highlight the following: (i) the obligation to submit

regular financial statements to lenders; (ii) the right of the lenders to make

inspections and to visit the borrowers’ premises; (iii) the obligation to pay all

tax, social security and labor liabilities as they fall due; (iv) the obligation to

ensure that contracts materially relevant to their business remain in force; (v)

to respect the environmental legislation and to renew the licenses necessary

for their operations; (vi) contractual restrictions on transactions with related

parties and disposals of assets outside the normal course of business; (vii)

restrictions on change in control, corporate restructuring and material changes

in the debtors’ business purposes and constituent documents; (viii) limits on

indebtedness and the raising of new debt; (ix) maintenance of debt service

ratios; and (x) distribution of dividends above the legal minimum.

(g) Limits on use of financing previously contracted

The table below shows the financing contracted by the Company and its

subsidiaries, as well as the total disbursed as of March 31, 2013:

Legend:

$ MM

Disbursed

% of Disbursed

(1) Amounts disbursed until March 31, 2013

Porto do Pecém Geração de Energia S.A.

The company has a Financing Agreement upon Opening of Credit entered

into with BNDES, which provides for financing of R$1.4 billion (in nominal R$,

excluding interest during the construction phase), divided into sub-loans A, B,

C and D, for a total period of 17 years, with amortization over 14 years and no

payments of capital or interest until July 2012. The agreed annual cost is TJLP

+ 2.77%. Interest is to be capitalized during the construction phase. As of

193

December 31, 2011, a total of R$1.282 billion had been disbursed. The

undertaking also has a financing agreement with the Inter-American

Development Bank (“IBD”), providing for an A Loan for a total of USD147

million and a B Loan for a total of USD180 million. The “A Loan” is for a total

period of 17 years, with amortization over 14 years and no repayments of

principal until July 2012. As of March 31, 2013, US$117 million had been

disbursed on October 30, 2009, US$22.68 million on September 2, 2010 and

US$4.05 million on February 2, 2011, at an annual cost of LIBOR + 3.5%. The

“B Loan” is for a total period of 13 years, including 10 years of amortization

and no repayments of principal until July 2012. As of March 31, 2013, US$143

million had been disbursed on October 30, 2009, US$27.72 million on

September 2, 2010 and US$4.95 million on February 2, 2011, at an annual

cost of LIBOR + 3%.

Porto do Itaqui Geração de Energia S.A. Thermoelectric Plant

The company has a Financing Agreement upon Opening of Direct Credit

entered into with BNDES, which provides for a loan of R$797 million. The

agreed annual cost is TJLP + 2.78%, with part of the line being for social

investments (BNDES Social) for an amount of R$10 million and paying the

TJLP rate only. The “BNDES Social” line is for a total period of 9 years,

including 6 years of amortization and no repayments of principal until July

2012. The financing period for the remaining amount is 17 years, with

amortization over 14 years and no capital repayments until July 2012. Interest

on these loans is to be capitalized during the construction phase. As of March

31, 2013, a total of R$771 million had been disbursed. As a supplement to the

direct BNDES line of credit, the Porto do Itaqui thermoelectric plant has an

indirect line of BNDES credit on-lent by Banco Bradesco S/A and Banco

Votorantim S/A, for a total of R$241 million. This portion of the loan is for a

total period of 17 years, with amortization over 14 years and no payments of

capital or interest until July 2012. The agreed annual cost for sub-loans A, B,

C, D and E is IPCA + Reference Rate + 4.80% during the construction phase

and UMIPCA + Reference Rate + 5.30% when the plant is in operation. The

agreed annual cost for sub-loan F is IPCA + 4.80% during the construction

phase and IPCA + 5.30% during the operational phase. Interest on these

loans is to be capitalized during the construction phase. As of March 31, 2013,

the totality of the loan had been disbursed. In addition to the direct and

indirect BNDES financing, the Porto do Itaqui Geração de Energia S.A.

thermoelectric plant has a loan from BNB-FNE, for a total amount of R$203

million. The BNB loan is for a total period of 17 years, with amortization over

14 years and no capital repayments until July 2012. The annual cost is 10%.

The conditions of the financing include a 15% compliance bonus, thus

reducing the cost to 8.5% p.a. As of March 31, 2013, a total of R$203 million

194

had been disbursed.

MPX Pecém II Geração de Energia S.A.

The company has The company has a long-term Financing Agreement upon

Opening of Credit entered into with BNDES, which provides for a loan totaling

R$737.39 million (in nominal R$, excluding interest during the construction

phase), divided into sub-loans A, B, C, D, E, F, G, H, I, J and L. These sub-

loans, amounting to an aggregate amount of R$627.2 million, are for a total

period of 17 years, with amortization over 14 years and no payments of capital

or interest until July 2013. The agreed annual cost is TJLP + 2.18%. Part of

the line, the equivalent of R$2 million, is for social investments (BNDES

Social) and pays the TJLP rate only. The “BNDES Social” line is for a total

period of 9 years, with amortization over 6 years and no repayments until July

2013. These sub-loans, amounting to an aggregate amount of R$110.1

million, are for a total period of 17 years, with amortization over 14 years and

no payments of capital or interest until June 2014. The agreed annual cost is

IPCA + TR BNDES + 2.18%. As of March 31, 2013, a total of R$718 million

had been disbursed. As a supplement to the BNDES financing, MPX Pecém II

Geração de Energia S.A. has raised a loan from BNB with FNE funds, for a

total amount of R$250 million (in nominal R$), for a period of 17 years with

quarterly interest payments and amortization over 14 years. No payments of

principal will be made until February 2014, and the annual cost is 10%. The

conditions of the financing include a 15% compliance bonus, thus reducing

the cost to 8.5% p.a. As of March 31, 2013, the loan totaling R$250 million

had been disbursed.

UTE Parnaíba Geração de Energia S.A.

This plant has funds arising from Bank Credit Notes issued to Banco Itaú

BBA, Banco Bradesco and Banco Santander, in the amounts of R$125.0

million, R$150.0 million and R$150.0 million respectively. The cost of such

bills corresponds to 100% of CDI plus 3.0% per year, with maturity on June

26, 2013. These amounts were partially settled by the release of funds of the

long-term Financing Agreement entered into with BNDES. Only the CCB of

R$150 million issued to Banco Santander was fully settled.

The Parnaíba Geração de Energia S.A. thermoelectric plant has a long-term

Financing Agreement through Opening of Credit with BNDES, signed on

December 18, 2012, in the amount of R$887,516 million, subdivided into sub-

loans A, B, C and D.

The Parnaíba Geração de Energia S.A. thermoelectric plant was released

R$495.6 million of the R$671 million provided under sub-loans B and C of the

long-term financing agreement entered with BNDES. These sub-loans will be

195

repaid in 168 monthly installments, the first installment being due, together

with interest, on July 15, 2013. The annual cost agreed is TJLP + 1.88%. This

financing also includes sub-loan D, directed toward social investments

(BNDES Social) in the amount of R$12.2 million, which has not yet been

disbursed and is only subject to TJLP cost. Additionally, Parnaíba Geração de

Energia S.A. thermoelectric plant was released R$204.3 million of the total

sub-loan A of the aforesaid long-term financing agreement entered with

BNDES. This sub-loan will be repaid in 13 monthly installments, the first

installment being due, together with interest, on July 15, 2014. The annual

cost agreed is TJLP + 1.88%.

The total amount of R$700 million disbursed in December 2012 for the long-

term financing agreement entered into with BNDES, with respect to Sub-loans

A, B and C, was used to settle: (i) the entire short-term financing granted by

BNDES of R$400 million; (ii) the entire CCB of R$150 million issued to Banco

Santander; (iii) R$90 million of the total R$150 million of CCBs issued to

Banco Bradesco; and (iv) R$60 million of the total R$125 million of the CCB

issued to Banco Itaú BBA. Funds from the balance to be disbursed by BNDES

will be used to settle the amount of the current short-term debt.

To guarantee the financing granted through sub-loans A, B and C, bank

guarantees were issued in the total amount of R$700 million, of which R$310

million were disbursed by Banco Itaú BBA S/A, R$240 million were disbursed

by Banco Bradesco S/A and R$150 million were disbursed by Banco

Santander (Brasil) S/A.

(h) Significant changes in financial statements items:

The following information expresses the opinions of our Management.

Our summary financial statements for the years ended December 31, 2012, 2011 and 2010, were extracted from our consolidated financial statements, which were prepared under the responsibility of our management and according to the IFRS and the accounting practices adopted in Brazil, both in force on December 31, 2012.

The Company’s Management understands that the Company adopted all rules, revisions of rules and interpretations issued by IASB and then in effect, and applicable to the financial statements as of December 31, 2012, 2011 and 2010.

The consolidated financial statements included the financial statements of our Company and of the business in which the Company has share control, directly or indirectly, and whose fiscal years coincide with ours and whose accounting practices are uniform.

As from January 1, 2013, the Company adopted IFRS 10 and IFRS 11 in the

196

preparation of the Quarterly Statements (ITR) as of March 31, 2013, whose accounting policy is as follows:

IFRS 10 establishes one single model that is applicable to all entities, including special purpose entities. The changes introduced by IRFS 10 required significant judgment from Management to determine which entities are controlled, and, thus, which entities must be consolidated by a parent company, compared to the requirements provided for in IAS 27.

IFRS 11 eliminated the option to record joint ventures (ECC) based on proportional consolidation. In turn, ECCs that may correspond to the definition of “joint venture” were recorded based on equity pick-up.

The adoption of IFRS 10 and IFRS 11 was made retroactively regarding the quarterly financial statements for the period ended March 31, 2012.

In compliance with IFRS 11, the investments made in the joint ventures Porto do Pecém Geração de Energia S.A., Porto do Pecém Transportadora de Minérios S.A., OGMP Transporte Aéreo Ltda., Pecém Operação e Manutenção de Unidades de Geração S.A., MABE Construção e Administração de Projetos Ltda., MPX Chile Holding Ltda., Seival Participações S.A., UTE MPX Sul Energia Ltda., Parnaíba Participações S.A., UTE Porto do Açú Energia S.A., Porto do Açú II Energia S.A. and MPX E.ON Participações S.A. were assessed at the equity method in the individual and consolidated quarterly statements for the three-months ended March 31, 2013 and 2012.

The financial statements presented hereby for the fiscal years ended December 31, 2012, 2011 and 2010 were prepared and are presented according to the accounting practices effective as of December 31, 2012, except when otherwise stated. Accordingly, the financial statements for the three-months periods ended March 31, 2013 and 2012, are not comparable with the other financial statements included herein.

Comparison of our consolidated income in the three-month periods ended March 31, 2013 and March 31, 2012.

The statements of income for the three month-period ended March 31, 2013 and 2012 consider the accounting practices adopted as from January 1, 2013, which were adjusted retroactively in the statement of income of the three-month period ended March 31, 2012.

Fiscal year ended March 31 of

2013 AV 2012 AV Var. 13/12

(in R$ thousands, except percentages)

Net operating revenues 196,098 100% 75,669 100% 159%

Cost of goods and/or services sold -312,608 -159% -81,797 -108% 282%

Gross profit (loss) -116,510 -59% -6,128 -8% 1801%

Operating revenue (expenses) -123,531 -63% -81,219 -107% 52%

General and administrative -39,029 -20% -61,873 -82% -37%

Other operating revenues 511 0% 546 1% -6%

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Other operating expenses -1,522 -1% -466 -1% 227%

Equity Pick-up -83,491 -43% -19,426 -26% 330%

Income before net financial revenues (expenses) and taxes

-240,041 -122% -87,347 -115% 175%

Net financial revenues (expenses) -77,827 -40% -6,202 -8% 1155%

Financial revenues 10,256 5% 43,174 57% -76%

Financial expenses -86,015 -44% -54,946 -73% 57%

Derivative financial instruments -3,693 -2% -7,755 -10% -52%

Exchange variation net 1,625 1% 13,325 18% -88%

Income before tax -317,868 -162% -93,549 -124% 240%

Income tax and social contribution - current

0 0% -838 -1% -100%

Income tax and social contribution - deferred

60,807 31% 16,627 22% 266%

Loss for the period -257,061 -131% -77,760 -103% 231%

Attributable to controlling shareholders

-250,901 -128% -77,481 -102% 224%

Interest of Non-controlling shareholders

-6,160 -3% -279 0% 2,108%

Net operating revenues

The Company’s net operating revenues went from R$75.7 million in the three-month period ended March 31, 2012 to R$196.1 million in the three-month period ended March 31, 2013, representing an increase of 159%. The Company’s Management believes that this variation was primarily due to the fact that Parnaíba I and Itaqui thermoelectric plants’ projects intensified their business operations in the first quarter of 2013, which increased the sales of energy of the Company and its subsidiaries by 158% against the same period in the year 2012.

Cost of goods and/or services sold

The cost of goods and/or services sold went from R$81.8 million in the quarter ended March 31, 2012 to R$312.6 million in the quarter ended March 31, 2013, representing an increase of 282%. The Company’s Management believes that this variation was basically due to the following reasons:

Electrical energy purchased for resale

In the quarter ended March 31, 2013, we recorded an increase in the purchase of electrical energy for resale by the subsidiaries Itaqui and Parnaíba I thermoelectric plants, which represented an increase of R$105.3 million in the cost of goods and/or services sold. The increase in the purchase of electrical energy is due to the fulfillment of the obligations of energy supply that the Company and its subsidiaries have vis-à-vis regulatory bodies in the scope of CCEAR contracts, which require that the Company and its subsidiaries supply electrical energy in a given period through its Itaqui and Parnaíba I undertakings. Due to the delay in starting the power generation operations of such undertakings, the Company was forced to purchase electrical energy on the market to honor its electrical energy supply commitments.

Fuel for generation of electrical energy

In the quarter ended on March 31, 2013, we recorded an increase in the

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consumption of coal and natural gas by the aforesaid subsidiaries amounting to R$71.2 millionin which increased the cost of goods and/or services sold against the same period of 2012.

Gross loss

The Company’s gross loss went up from R$6.1 million in the quarter ended March 31, 2012 to R$116.5 million in the quarter ended March 31, 2013, representing an increase of 1801%. Management understands this increase occurred mainly as a result of the factors described above.

Operating revenues (expenses)

General and administrative expenses

General and administrative expenses went from R$61.9 million in the three-month period ended March 31, 2012 to R$39.0 million in the three-month period ended March 31, 2013, representing a decrease by 37%. The Company’s Management believes that this reduction was mainly due to the completion of the Company’s corporate restructuring, which took place in June, 2012 and culminated in the spin-off of CCX. Due to this division, the Company failed to register all expenditures with the campaign to prospect coal of CCX, which demanded the hiring of several outsourced services.

Equity Pick-up

Equity pick-up went from an expense of R$19.4 million in the three-month period ended March 31, 2012 to an expense of R$83.5 million in the three-month period ended March 31, 2013, which represents an increase of 330%. Management understands this increased occurred mainly as a result of the incorporation of MPX E.ON Participações S.A. as a joint venture between the Company and E.ON, in May 2012. The Company therefore ceased to consolidate, either in whole or proportionately, its shareholdings in the following companies: UET Sul, Porto do Açú, MPX Chile, Porto do Açú II, Seival Participações, MPX Comercializadora de Energia, MPX Solar and MPX Comercializadora de Combustível, which were transferred to the said joint venture. Our adoption of the above-mentioned accounting standard caused the Company to cease consolidating the result of certain subsidiaries, which were then stated at the equity method.

Financial revenues (expenses), net

Financial revenues

Financial revenues went from R$43.2 million in the three-month period ended March 31, 2012 to R$10.3 million in the three-month period ended March 31, 2013, representing a decrease by 76%. The Company’s Management believes that this variation was mainly due to determination of the fair value of derivative instruments included in the issue of debentures of the Company made in June 2011 generating financial revenue of R$13.0 million in the three-month period ended on March 31, 2012, and expenses of R$0.3 million in the three-month period ended March 31, 2013. Fair value measurement

199

was a result of settlement and consequent conversion of the majority of the debentures issued by the Company in the second quarter of 2012.

Financial expenses

Financial expenses went from R$54,9 million in the three-month period ended March 31, 2012 to R$86.0 million in the three-month period ended March 31, 2013, representing a increase of 57%. The Company’s Management believes that this increase was mainly due to the following reasons: (i) appropriation of interest on loans contracted by the Company and its subsidiaries and intermediation fees charged by financial institutions in the amount of R$59,9 million related to increase in financial expenses registered in the period covered, and (ii) which was partially offset by a decrease in interest on debentures issued by the Company in June 2011 due to the conversion of the majority of such debentures into shares of the Company, representing a decrease of R$28.8 million in the Company financial expenses.

Derivative financial instruments

The amounts regarding our derivative financial instruments went from an expense of R$7.8 million in the three-month period ended March 31, 2012 to a R$3.7 million in the three-month period ended March 31, 2013, representing a decrease by 52%. The Company’s Management believes that this variation was mainly due to the variation on mark to market – MTM of derivatives.

Net exchange variation

The amounts regarding net exchange variation went from a revenue of R$13,3 million in the three-month period ended March 31, 2012 to an expense of R$1.6 million in the three-month period ended March 31, 2013, representing a decrease by 88%. The Company’s Management believes that this variation was mainly due to the partial spin-off of the Company upon the transfer of the equity interest then owned by the Company in MPX Áustria to CCX Carvão in Colombia. It should be noted that the major volume of transactions held by MPX Austria, whether as loans or supply contracts, was in foreign currency. With the conclusion of such partial spin-off, the Company is less exposed to exchange rate variations, which was reflected in its financial information relating to the three-month period ended March 31, 2013.

Income tax and social contribution – deferred

The amounts regarding income tax and social contribution went from R$16.6 million in the three–month period ended March 31, 2012 to R$60.8 million in the three-month period ended March 31, 2013, representing an increase of 266%. The Company’s Management believes that this variation was mainly due to an increase in tax assets generated by an increase in tax losses ascertained in the period.

Loss for the year

The Company’s loss for the year rose from R$77.8 million in the quarter ended March 31, 2012, to R$257.1 million in the quarter ended March 31, 2013, an

200

increase of R$179.3 million. The Company Management is of the opinion that this increase was due largely to the factors mentioned above.

Comparison of our consolidated income in the financial years ended December 31, 2012 and December 31, 2011.

The statements of income for the financial years ended December 31, 2012 and 2011, presented below, were prepared and are presented in accordance with the accounting practices in force on December 31, 2012.

Fiscal year ended December 31

2012 AV 2011 AV Var. 12/11


Net operating revenues 490,940 100% 168,279 -100% 192%

Cost of goods and/or services sold (597,554) -122% (163,778) 497% 265%

Gross profit (loss) (106,614) -22% 4,501 -3% -2469%

Operating revenues (expenses) (314,937) -64% (341,585) 203% -8%

General and administrative (280,284) -57% (277,934) 165% 1%

Other operating revenues 1,823 0% 1,128 01% 62%

Other operating expenses (2,241) 0% (37,062.00) 9% -94%

Equity pick-up (34,235) -7% (27,717.00) 7% 24%


(421,551) -86% (337,084.00) 84% 25%

Net financial revenues (expenses) (127,541) -26% (202,387.00) 50% -37%

Financial revenues 157,760 32% 106,281.00 -26% 48%

Financial expenses (232,045) 47% (197,344.00) 49% 18%

Derivative financial instruments (37,721.00) -8% (62,198.00) 15% -39%

Exchange variation, net (15,535) -3% (49,126.00) 12% -68%

Income before taxes (549,092) 112% (539,471.00) 134% 2%

Income tax and social contribution–current (2,289) 0% (4,864.00) 1% -53%

Income tax and social contribution - deferred 116,927 24% 142,473.00 -35% -18%

Loss for the year (434,454) 88% (401,862.00) 100% 8%

Attributable to controlling shareholders (435,202) 89% (408,553.00) 102% 7%

Interest of Non-controlling shareholders 748 0% 6,691.00 -2% -89%

Net operating revenues

The Company’s net operating revenues increased from R$168.3 million in the fiscal year ended December 31, 2011 to R$490.9 million in the fiscal year ended December 31, 2012, representing an increase of 192%. The Company’s Management believes that this variation was mainly due to the following reasons: (i) beginning of billing of electricity sales by Energia Pecém and Itaqui; and (ii) increase in sales by MPX Comercializadora de Energia.

Cost of goods and/or services sold

The cost of goods and/or services sold increased from R$163.8 million in the fiscal year ended December 31, 2011 to R$597.6 million in the fiscal year ended December 31, 2012, representing an increase of 265%. The increase in the purchase of electrical energy is due to the fulfillment of the obligations of energy supply that the Company and its subsidiaries have vis-à-vis regulatory bodies,

201

under CCEAR agreements, which require that the Company and its subsidiaries supply electrical energy in a given period through its Itaqui and Energia Pecém undertakings. Due to the delay in starting the power generation operations of such undertakings, the Company was forced to purchase electrical energy on the market to honor its electrical energy supply commitments. In the case of MPX Comercializadora de Energia, as a company whose purpose is the purchase and sale of electric energy, the increase in these costs was mainly due to the increase in the number of Power Purchase Agreements.

Gross Profit (Loss)

The gross profit (loss) of the Company went from gross profit of R$4.5 million for the year ended December 31, 2011, to gross loss of R$106.6 million for the year ended December 31, 2012, a negative variation of R$111.1 million. Management considers that this decrease occurred principally as a result of the factors described above.


Other operating expenses

Other operating expenses went from R$37.1 million in the fiscal year ended December 31, 2011 to R$2.2 million in the fiscal year ended December 31, 2012, representing an decrease of 94%. Management considers that this variation occurred mainly in the light of the reduction due to the spin-off of CCX and provision for investment loss in 2011.

Equity Pick-up

Equity pick-up went from an expense of R$27.7 million in the three-month period ended March 31, 2011 to an expense of R$34.2 million in the three-month period ended March 31, 2012, which represents an increase of 24%. Management understands this increased occurred mainly due to the result recorded by the subsidiary OGX Maranhão.

Net financial revenues (expenses)

Financial revenues

Financial revenues increased from R$106.3 million in the fiscal year ended December 31, 2011 to R$157.8 million in the fiscal year ended December 31, 2012, representing an increase of 48%. Management considers that this occurred mainly in the light of the portion of the gain on the fair value of debentures.

Financial expenses

Financial expenses increased from R$197.3 million in the fiscal year ended December 31, 2011 to R$232.0 million in the fiscal year ended December 31, 2012, representing an increase of 18%. Management believes that this variation occurred basically due to the payment of a premium on the early conversion of the debentures. This transaction led to an expense of R$75 million being debited in the books.

202


The values of derivatives financial instruments went from an expense of R$62.2 million in the fiscal year ended December 31, 2011 to an expense of R$37.7 million in the fiscal year ended December 31, 2012, representing a decrease of 39%. Management considers that this variation occurred mainly in the light of changes in mark to market – MTM of derivatives.

Exchange variation, net

The amounts regarding net exchange variation went from an expense of R$49.1 million in the fiscal year ended December 31, 2011 to an expense of R$15.5 million in the fiscal year ended December 31, 2012, representing a decrease of 68%. Management believes that this variation occurred mainly due to the effect of the transactions in foreign currency of CCX. As a result of the partial spin-off of the Company with the transfer of the shareholding then owned by the Company in MPX Áustria to CCX Carvão da Colômbia, the Company failed to register in its income the operations of CCX, protecting the Company against exchange variations of CCX’s operations.


The amounts regarding deferred income tax and social contribution went from R$142.5 million in the fiscal year ended December 31, 2011 to R$116.9 million in the fiscal year ended December 31, 2012, representing a decrease of 18%. Management believes that this variation occurred mainly due to the increase in tax debts arising from temporary difference, mainly, revenues from exchange variation over loans.

Comparison of our consolidated income in the financial years ended December 31, 2011 and December 31, 2010.

The statements of income for the financial years ended December 31, 2011 and 2010, presented below, were prepared and are presented in accordance with the accounting practices in force on December 31, 2012.

Year ended December 31,

2011 AV 2010 AV Var. 11/10

(in R$ thousands, except percentage)

Net operating revenues 168,279 100% 98,455 100% 71%

Cost of goods and/or services sold (163,778) -97% (116,482) -118% 41%

Gross profit (loss) 4,501 3% (18,027) -18% -125%

Operating revenues (expenses (341,585) -203% (249,865) -254% 37%

General and administrative (277,934) -165% (226,167) -230% 23%

Other operating revenues 1,128 1% 8,236 8% -86%

Other operating expenses (37,062) -22% (30,399) -31% 22%

Equity pick-up (27,717) -16% (1,535) -2% 1706%


(337,084) -200% (267,892) -272% 26%

Net financial revenues (expenses) (202,387) -120% (45,745) -46% 342%

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Financial revenues 106,281 63% 65,092 66% 63%

Financial expenses (197,344) -117% (23,366) -24% 745%

Derivative financial instruments (62,198) -37% (98,272) -100% -37%

Exchange variation, net (49,126) -29% 10,801 11% -555%

Income before taxes (539,471) -321% (313,637) -319% 72%

Income tax and social contribution - current (4,864) -3% (280) 0% 1637%

Income tax and social contribution - deferred 142,473 85% 58,303 59% 144%

Loss for the year (401,862) -239% (255,614) -260% 57%

Attributable to controlling shareholders (408,553) -243% (256,250) -260% 59%

Interest of Non-controlling shareholders 6,691 4% 636 1% 952%

Net operating revenue

Net operating revenue increased from R$98.5 million in the financial year ended December 31, 2010 to R$168.3 million in the financial year ended December 31, 2011, representing an increase of 71%. The Company’s Management believes that this variation occurred mainly due to the increase in sales agreements of MPX Comercializadora de Energia.

Cost of goods and/or services sold -

Cost of the goods and/or services sold increased from R$116.5 million in the financial year ended December 31, 2010 to R$163.8 million in the fiscal year ended December 31, 2011, representing an increase of 41%. The Company’s Management believes that this variation was due mainly to the increase in the number of Power Purchase Agreements of MPX Comercializadora de Energia.

Gross profit (loss)

The Company’s gross profit (loss) went from R$18.0 million in the fiscal year ended December 31, 2010 to R$4.5 million in the fiscal year ended December 31, 2011, representing an increase of 125%. Management understands this increases occurred mainly due to the variation in the abovementioned accounts.


General and Administrative Expenses

General and administrative expenses went from R$226.2 million in the fiscal year ended December 31, 2010 to R$278.0 million in the fiscal year ended December 31, 2011, representing an increase of 23%. Management considers that this variation occurred mainly due to the increase in payroll and services expenses (legal and environmental) linked to investments.

Equity pick-up

Equity pick up went from negative R$1.5 million in the fiscal year ended December 31, 2010 to negative R$27.7 million in the fiscal year ended December 31, 2011, representing an increase of 1,706%. Management believes that this variation occurred mainly due to the increase in the negative result of investments.

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Financial revenues

Financial revenues increased from R$65.1 million in the fiscal year ended December 31, 2010 to R$106.3 million in the fiscal year ended December 31, 2011, representing an increase of 63%. Management believes that this variation occurred mainly due to the increase in earnings from financial investments.

Net financial revenues (expenses)

Financial expenses

Financial expenses increased from R$23.4 million in the fiscal year ended December 31, 2010 to R$197.3 million in the fiscal year ended December 31, 2011, representing an increase of 745%. Management believes that this variation occurred mainly due to the negative impact from the accounting of the fair value of derivative instruments linked to the convertible debentures, as provided for in the IFRS.


The values of derivatives financial instruments went from negative R$98.3 million in the fiscal year ended December 31, 2010 to negative R$62.2 million in the fiscal year ended December 31, 2011, representing a decrease of 37%. Management considers that this variation occurred mainly in the light of changes in mark to market – MTM of derivatives.

Exchange variation, net

The amounts regarding net exchange variation went from R$10,8 million in the fiscal year ended December 31, 2010 to negative R$49,1 million in the fiscal year ended December 31, 2011, representing a decrease of 555%. Management believes that this variation occurred mainly due to the effect of the transactions in foreign currency of CCX.


The amounts regarding deferred income tax and social contribution went from R$58.3 million in the fiscal year ended December 31, 2010 to R$142.5 million in the fiscal year ended December 31, 2011, representing a decrease of 144%. Management believes that this variation occurred mainly due to the increase in tax debts arising from temporary difference, basically, revenues from exchange variation over loans.

Comparison of the Main Consolidated Balance Sheet Accounts in March 31, 2013 and December 31, 2012.

The balance sheets consolidated on March 31, 2013 and December 31, 2012 consider the accounting practices adopted as from January 1, 2013, which were adjusted retroactively in the balance sheet consolidated on December 31, 2012 for comparability purposes.

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Consolidated Balance Sheets

As of March 31, 2013 AV

As of December 31, 2012

AV Var. 13/12


Total Assets 8,530,091 100%

8,039,596 100%

6%

Current Assets 817,973 10% 765,908 10% 7%

Cash and cash equivalents 359,121 4% 519,277 6% -31%

Securities 5,600 0% 3,441 0% 63%

Accounts receivable 228,964 3% 21,345 0% 973%

Grants receivable – CCC 10,051 0% 17,561 0% -43%

Inventories 130,811 2% 142,687 2% -8%

Prepaid expenses 19,325 0% 19,351 0% 0%

Taxes recoverable 61,397 1% 37,410 0% 64%

Derivative gains 0 0% 3,018 0% -

100%

Miscellaneous advances 2,668 0% 1,783 0% 50%

Restricted deposits 36 0% 35 0% 3%

Non-current Assets 7,712,118 90% 7,273,688 90% 6%

Prepaid expenses 4,167 0% 8,494 0% -51%

Restricted deposits 137,546 2% 135,648 2% 1%

Grants receivable – CCC 24,617 0% 24,617 0% 0%

Taxes recoverable 23,538 0% 24,034 0% -2%


Loans with affiliates 157,766 2% 134,926 2% 17%

Accounts receivable with other related persons 1,134 0% 1,134 0% 0%

Accounts receivable with affiliates 9,017 0% 6,793 0% 33%

AFAC with joint subsidiaries 19,080 0% 12,425 0% 54%

Embedded derivatives 227 0% 479 0% -53%

Investments 819,435 10% 833,955 10% -2%

Property, plant and equipment 5,933,978 70% 5,570,399 69% 7%

Intangible assets 215,258 3% 215,236 3% 0%

Total Liabilities and Shareholders’ Equity 8,530,091 100%

8,039,596 100%

6%

Current Liabilities 2,829,447 33% 2,109,465 26% 34%

Suppliers 302,729 4% 115,261 1% 163%

Loans and financing 2,341,969 27% 1,819,974 23% 29%

Debts with controlling shareholders 4,284 0% 26,783 0% -84%

Debts with other related parties 47,257 1% 3,989 0% 1085

%

Debentures 163 0% 111 0% 47%

Taxes and contributions payable 39,664 0% 7,241 0% 448%

Social and labor obligations 11,365 0% 9,863 0% 15%

Loss from derivative transactions 24,822 0% 22,951 0% 8%

Contractual reserve 31,767 0% 77,374 1% -59%

Profit sharing 20,633 0% 20,633 0% 0%

Dividends payable 0 0% 1,960 0% -

100%

Other obligations 4,794 0% 3,325 0% 44%

Non-current Liabilities 3,248,297 38% 3,228,993 40% 1%


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Debts with other related parties 8,400 0% 430 0% 1853

%

Debentures 5,068 0% 4,954 0% 2%

Loss from derivative transactions 93,560 1% 94,797 1% -1%

Provision for unsecured liabilities 19,239 0% 19,840 0% -3%


Provision for dismantling 2,126 0% 2,118 0% 0%

Shareholders’ Equity 2,452,347 29% 2,701,138 34% -9%

Capital stock 3,731,975 44% 3,731,734 46% 0%

Capital reserve 327,618 4% 321,904 4% 2%

Equity valuation adjustments -116,962 -1% -119,067 -1% -2%

Accumulated losses -1,635,500 -

19% -1,384,971 -17% 18%

Shareholders’ equity attributable to controlling shareholders

2,307,131 27% 2,549,600 32% -10%

Interest of minority shareholders 145,216 2% 151,538 2% -4%

Current assets

Our current assets went from R$765.9 million on December 31, 2012 to R$818.0 million on March 31, 2013, representing an increase of 7%. Management believes that this increase was due mainly to the following reasons:

Cash and cash equivalents

Cash and cash equivalents went from R$519.3 million on December 31, 2012 to R$359.1 million on March 31, 2013, representing a decrease of 31%. The Company’s Management believes that this variation was mainly due to capital expenditure (CAPEX), mainly in Parnaíba I TPP, Parnaíba II TTP and Porto do Itaqui, which was partially offset by fundraising through long-term loans.

Accounts receivable

Accounts receivable went from R$21.3 million on December 31, 2012 to R$229 million on March 31, 2013, representing an increase of 973%. The Company’s Management believes that this increase was mainly due to the fact that Parnaíba I and Itaqui TPP intensified their commercial operations in the first quarter of 2013, resulting in an increase in energy sales of the Company and its subsidiaries of 133% in relation to the same period in the year 2012.

Inventories

The value of inventories went from R$142.7 million on December 31, 2012 to R$130.8 million on March 31, 2013, representing a decrease of 8%. The Company’s Management believes that this variation was mainly due to the use of coal in electricity generation process, mainly by Porto de Itaqui plant.

Taxes recoverable

Accounts receivable went from R$37.4 million on December 31, 2012 to R$61.4 million on March 31, 2013, representing an increase of 64%. The

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Company’s Management believes that this variation was mainly due to an increase in deferred tax assets relating to prepayment of income tax, social contribution, PIS and COFINS, mainly relating to Porto de Itaqui project.

Non-current assets

Our non-current assets went from R$7,237.7 million on December 31, 2012 to R$7,712.1 million on March 31, 2013, representing an increase of 6%. Management believes that this variation was mainly due to the following reasons:


Deferred income tax and social contribution went from R$305.5 million on December 31, 2012 to R$366.4 million on March 31, 2013, representing an increase of 20%. The Company’s Management believes that this variation was mainly due to an increase in tax assets generated by an increase in tax losses ascertained in the period.

Loans with affiliates

Loans with affiliates increased from R$134.9 million on December 31, 2012 to R$157.8 million on March 31, 2013, representing an increase of 17%. The Company’s Management believes that such variation was mainly due the creation by the Company and E.ON of the joint venture MPX E.ON Participações S.A. in May 2012, the Company ceased to consolidate, totally and proportionally, its equity interests in the following companies: UTE Sul, Porto do Açú, MPX Chile, Porto do Açú II, Seival Participações, MPX Comercializadora de Energia, MPX Solar e MPX Comercializadora de Combustível, which were transferred to such joint venture. As a result of adjustment to the rule mentioned above, the balances related to loans with subsidiaries were not eliminated, as above mentioned.

Property, plant and equipment

Property, plant and equipment values went from R$5,570.4 million on December 31, 2012 to R$5,934.0 million on March 31, 2013, representing an increase of 7%. The Company’s Management believes that this increase was mainly due to capital expenditure (CAPEX) in the construction of Thermal Power Plants - TPP Parnaíba I and Parnaíba II.

Current liabilities

Our current liabilities went from R$2,109,5 million on December 31, 2012 to R$2,829.4 million on March 31, 2013, representing an increase of 34%. Management believes that this variation was mainly due to the following reasons:

Suppliers

The amounts regarding suppliers went from R$115.3 million on December 31,

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2012 to R$302.7 million on March 31, 2013, representing an increase of 163%. Management believes that this increase was mainly due to expenses with suppliers designated to capital expenditure (CAPEX) in the construction of TPPs, especially Porto de Itaqui, Parnaíba I TPP and Parnaíba II TPP.

Loans and financing

The amounts regarding loans and financing went from R$1,820.0 million on December 31, 2012 to R$2,342,0 million on March 31, 2013, representing an increase of 29%. Management believes that this increase was mainly due to an increase in short term loans primarily taken by the Company.

Debts with other related parties

Debts with other related parties increased from R$4.0 million on December 31, 2012 to R$47.3 million on March 31, 2013, representing an increase of 1085%. The Company’s Management believes that such variation was mainly due to the adoption of new consolidation accounting rules introduced by IFRS 10.

Taxes and contributions payable

Tax and contributions payable increased from R$7.2 million on December 31, 2012 to R$39.7 million on March 31, 2013, representing an increase of 448%. The Company’ Management believes that such increase was mainly due to PIS and COFINS incurred on revenues generated from Porto de Itaqui and Parnaíba I TPP.

Contractual reserve

The amount of contractual reserves went from R$77.4 million on December 31, 2012 to R$31.8 million on March 31, 2013, representing a decrease of 59%. Management believes that this decrease was mainly due to the release of a contractual withholding to MABE (EPC) by Porto de Itaqui and MPX Pecém II.

Non-current Liabilities

Our non-current liabilities went from R$3,229.0 million on December 31, 2012 to R$3,248.3 million on March 31, 2013, representing an increase of 1%. The Company ‘Management believes that such variation was due to the fact that debts with other related parties increased from R$0.4 million on December 31, 2012 to R$8.4 million on March 31, 2013, representing an increase of 1853%. The Company’s Management believes that this variation was mainly due to the capital contribution in the amount of R$8.4 million made by PETRA, the majority shareholder of Parnaíba I TPP.

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Comparison of the Main Consolidated Balance Sheet Accounts in December 31, 2012 and December 31, 2011.

The consolidated balance sheets as of December 31, 2012 and 2011 presented below, were prepared and are presented in accordance with the accounting practices in force on December 31, 2012.


As of December

31, 2012 AV

As of December

31, 2011 AV Var. 12/11


Total Assets 9,451,180 100% 7,953,680 100% 19%

Current Assets 1,100,728 12% 1,708,592 21% -36%

Cash and cash equivalents 590,469 6% 1,442,415 18% -59%

Securities 3,441 0% 9,437 0% -64%



Inventories 211,718 2% 85,938 1% 146%



Derivative gains 3,018 0% 19,289 0% -84%


Restricted deposits 4,237 0% 61,844 1% -93%

Other credits 3 0% 39 0% -92%







Loans with subsidiaries 359 0% - 0% n/a

Accounts receivable from other related parties 8,575 0% 8,436 0% 2%

Accounts receivable from subsidiaries 3,732 0% - 0% n/a

embedded derivatives 479 0% - 0% n/a

Investments 62,956 1% 55,742 1% 13%



Total Liabilities and Shareholders’ Equity 9,451,180 100% 7,953,680 100% 19%

Current Liabilities 2,407,159 25% 1,632,130 21% 47%

Suppliers 228,638 2% 186,680 2% 22%


Debts with parent company 3,407 0% - 0% n/a

Debts with other related parties 19,057 0% 3,697 0% 415%

Debentures 111 0% 30,463 0% 100%

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Contractual reserve 133,935 1% 180,497 2% 26%

Profit sharing 23,900 0% 19,177 0% 25%

Dividends payable 1,960 0% 2,270 0% -14%

Other obligations 16,888 0% 55,748 1% -70%

Non-current Liabilities 4,339,446 46% 4,951,475 62% -12%


Debts with other related parties 215 0% 340 0% 37%

Debentures 4,954 0% 1,403,152 18% -100%

Embedded derivatives - 0% 62,003 1% -100%




Other provisions 710 0% 1,026 0% 31%

Shareholders’ Equity 2,704,575 29% 1,370,075 17% 97%

Capital Stock 3,731,734 39% 2,042,014 26% 83%

Capital reserve 321,904 3% 274,625 3% 17%

Equity valuation adjustments (119,067) (1%) (71,670) (1%) 66%

Accumulated losses (1,384,971) (15%) (982,323) (12%) 41%


2,549,600 27% 1,262,646 16% 102%

Interest of minority shareholders 154,975 2% 107,429 1% 44%

Current assets

Current assets went from R$1,708.6 million on December 31, 2011 to R$1,100.7 million on December 31, 2012, representing a decrease of 36%. Management believes that this variation was primarily due to the following factors:


The amounts regarding cash and cash equivalents went from R$1,442.4 million on December 31, 2011 to R$590.5 million on December 31, 2012, representing a decrease of 59%. Management considers that this variation occurred mainly due to expenses from CAPEX investments which were partially offset by funding, via capitalization through the issue of common shares.

Accounts receivable

Accounts receivable increased from R$21.9 million on December 31, 2011 to R$152.1 million on December 31, 2012, representing a decrease of 595%. Management believes that this increase took place, mainly due to (i) the beginning of billing of electricity sales by Energia Pecém and Itaqui; and (ii) the increase in sales by MPX Comerc. de Energia.

Inventories

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Inventories increased from R$86.0 million on December 31, 2011 to R$211.7 million on December 31, 2012, representing a decrease of 146%. Management believes that this increase occurred, mainly due to the purchase of supplies for electricity generation, especially coal.

Taxes recoverable

Taxes recoverable increased from R$37.7 million on December 31, 2011, to R$57.4 million on December 31, 2012, representing an increase of 52%. Management considers that this increase occurred mainly due to the increase in tax credits regarding the prepayment of income tax, social contribution and taxes withheld.

Restricted deposits

Restricted deposits went from R$61.8 million on December 31, 2011, to R$4.2 million on December 31, 2012, representing a decrease of 93%. Management believes that this decrease occurred mainly due to the release of deposits linked to the BNDES loan after capital investments in Energia Pecém.

Non-current assets

Current assets increased from R$6,245.1 million on December 31, 2011, to R$8,350.5 million on December 31, 2012, representing an increase of 34%. Management believes that this increase was primarily due to the following factors:

Restricted deposits

Restricted deposits increased from R$62.5 million on December 31, 2011, to R$137.7 million on December 31, 2012, representing an increase of 120%. Management believes that this increase occurred, mainly, (i) by the release of the guarantees with Banco Bradesco to buy energy on the open market for Itaqui; and (ii) by hiring new loan guarantees with Citibank by ENEVA .

Taxes recoverable

Taxes recoverable went from R$90.8 million on December 31, 2011, to R$34.7 million on December 31, 2012, representing a decrease by 62%. Management considers that this decrease occurred mainly due to the offset of tax credits regarding the prepayment of income tax, social contribution and taxes withheld.


The amounts regarding deferred income tax and social contribution increased from R$339.0 million on December 31, 2011, to R$456.1 million on December 31, 2012, representing an increase of 35%. Management considers that this variation occurred mainly due to the increase in tax credits (tax losses and temporary differences) on investments in Energia Pecém, Pecém II, Itaqui, Porto do Açu and Comerc.de Combustíveis.

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The amount of property, plant and equipment increased from R$5,393.8 million on December 31, 2011, to R$7,362.8 million on December 31, 2012, representing an increase of 37%. Management believes that this variation occurred mainly due to CAPEX Investments for construction of Thermal Power Plants (Usinas Termelétricas de Energia or UTEs).

Current liabilities

Current liabilities increased from R$1,632.1 million on December 31, 2011, to R$2,407.2 million on December 31, 2012, representing an increase of 47%. Management believes that this variation was primarily due to the following factors:

Suppliers

The amounts regarding suppliers increased from R$186.6 million on December 31, 2011, to R$228.6 million on December 31, 2012, representing an increase of 22%. Management believes that this increase occurred mainly due to expenses with suppliers for CAPEX Investments for construction of UTEs.

Loans and financing

Loans and financing increased from R$1,030.7 million on December 31, 2011 to R$1,915.4 million on December 31, 2012, representing an increase of 86%. Management believes that this increase was mainly due to (i) the increase in short-term loans taken by ENEVA ; and (ii) investments in Parnaíba I and UTE Parnaíba II.

Debentures

The amount of debentures went from R$30.5 million on in December 31, 2011, to R$0.1 million on in December 31, 2012. Management believes that this decrease was mainly due to the conversion of almost all the debentures issued into shares in ENEVA .

Contractual reserve

Contractual reserves went from R$180.5 million on December 31, 2011, to R$133.9 million on December 31, 2012, representing a decrease of 26%. Management considers that this variation was mainly due to the release of the contractual reserve to MABE (EPC) by Itaqui.

Other obligations

The amounts referring to other obligations went from R$55.7 million on December 31, 2010, to R$16.9 million on December 31, 2011, representing a reduction of 70%. Management considers that this variation was mainly due to the reduction in VAT obligation as result of the spin-off of a portion of ENEVA ’s capital regarding the investments made in MPX Colombia.


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Non-current liabilities went from R$4,951.5 million on December 31, 2011, to R$4,339.4 million on December 31, 2012, representing a decrease of 12%. Management believes that this decrease was primarily due mainly to the following factors:

Loans and financing

Loans and financing increased from R$3,311.1 million on December 31, 2011, to R$4,151.9 million on December 31, 2012, representing an increase of 25%. Management believes that this increase was mainly due to the release of long-term credit lines for Energia Pecém, by BNDES and IDB; for Pecém II, by BNDES and BNB; and for Itaqui, by BNDES and BNB.

Debentures

The amount of debentures increased from R$1,403.1 million on in December 31, 2011, to R$5,0 million on in December 31, 2012. Management believes that this variation was mainly due to the conversion of almost all the debentures issued into shares in ENEVA .

Embedded derivatives

The variation in embedded derivatives occurred due to the conversion of almost all of the debentures into shares of ENEVA .

Shareholder’s equity

The amounts regarding consolidated shareholder’s equity went from R$1,370.1 million on December 31, 2011, to R$2,704.6 million on December 31, 2012, representing an increase of 97%. Management believes that this increase was mainly due to (i) the capital increase through issue of common shares; (ii) the capital increase through the conversion of debentures; (iii) the reduction of capital with the spin-off of MPX Colombia; and (iv) the loss recorded in the financial year ended December 31, 2012.

Comparison of the Main Consolidated Balance Sheet Accounts in December 31, 2011 and December 31, 2010.

The consolidated balance sheets as of December 31, 2011 and 2010 presented below, were prepared and are presented in accordance with the accounting practices in force on December 31, 2011.


As of December

31, 2011 AV

As of December

31, 2010 AV Var. 11/10


Total Assets 7,953,680 100% 4,821,986 100% 65%

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Current Assets 1,708,592 21% 931,961 19% 83%

Cash and cash equivalents 1,442,415 18% 304,467 6% 374%

Securities 9,437 0% 175,091 4% -95%



Inventories 85,938 1% 7,068 0% 1116%



Derivative gains 19,289 0% - 0% -


Restricted deposits 61,844 1% 365,508 8% -83%

Other credits 39 0% 575 0% -93%


Prepaid expenses 2,514 0% 4,283 0% -41%





Accounts receivable with other related persons 8,436 0% 3,263 0% 159%

Other credits - 0% 3,541 0% -100%

Investments 55,742 1% 50,459 1% 10%



Total Liabilities 7,953,680 100% 4,821,986 100% 65%

Current Liabilities 1,632,130 21% 675,344 14% 142%

Suppliers 186,680 2% 119,486 2% 56%

Loans and financing 1,030,687 13% 294,809 6% 250%

Debts with other related parties 3,697 0% 649 0% 470%

Debentures 30,463 0% - 0% 100%




Contractual reserve 180,497 2% 183,958 4% -2%

Profit sharing 19,177 0% 10,753 0% 78%

Dividends payable 2,270 0% - 0% 100%

Other obligations 55,748 1% - 0% 100%

Non-current Liabilities 4,951,475 62% 2,445,079 51% 103%


Debts with other related parties 340 0% 1,271 0% -73%

Debentures 1,403,152 18% - 0% 100%

Embedded derivatives 62,003 1% - 0% 100%




Other provisions 1,026 0% - 0% 100%

Shareholders’ Equity 1,370,075 17% 1,701,563 34% -20%

Capital stock 2,042,014 26% 2,041,918 42% 0%

Capital reserve 274,625 3% 223,851 5% 23%

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Equity valuation adjustments (71,670) (1%) (35,400) (1%) 102%

Accumulated losses (982,323) (12%) (572,183) (12%) 72%


1,262,646 16% 1,658,186 34% -24%

Interest of minority shareholders 107,429 1% 43,377 1% 148%

Total shareholders’ equity 1,370,075 17% 1,701,563 35% -19%

Current assets

Our current assets changed from R$932.0 million on December 31, 2010, to R$1,708.6 million on December 31, 2011, representing an increase of 83%. The Company’s Management understands that such increase occurred due to the following factors:


The amounts referring to cash and cash equivalents changed from R$304.5 million on December 31, 2010, to R$1,442.4 million on December 31, 2011, representing an increase of 374%. The Company’s Management understands that such increase mainly occurred due to fundraising via issuance of debentures subscribed by BNDESPAR, Gávea Investimentos, the controlling shareholder Eike Batista and non-controlling shareholders.

Securities

The amounts referring to securities changed from R$175.1 million on December 31, 2012, to R$9.4 million on December 31, 2011, representing a decrease by 95%. The Company’s Management understands that such reduction mainly occurred due to a decrease in the amount spent on CAPEX investments.

Inventories

The amounts referring to inventories changed from R$7.1 million on December 31, 2012, to R$85.9 million on December 31, 2011, representing an increase of 1,116%. The Company’s Management understands that such increase mainly occurred due to the acquisition of inputs for generation of electrical energy, particularly coal.

Taxes recoverable

The amounts referring to taxes recoverable changed from R$52.6 million on December 31, 2012, to R$37.7 million on December 31, 2011, representing a decrease by 28%. The Company’s Management understands that such decrease mainly occurred due to the offsetting of tax credits referring to the early payment of income, social contribution and other taxes withheld.

Restricted deposits

The amounts referring to restricted deposits changed from R$365.5 million on December 31, 2012, to R$61.8 million on December 31, 2011,

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representing a decrease of 83%. The Company’s Management understands that such decrease mainly occurred due to the release of restricted deposits to BNDES loans, after capital contributions to investments in Energia Pecém and Pecém II.

Non-current assets

Our non-current assets changed from R$3,890.0 million on December 31, 2010, to R$6,245.0 million on December 31, 2011, representing an increase of 61%. The Company’s Management understands that such increase occurred due to the following factors:

Restricted deposits

The amounts referring to restricted deposits changed from R$9.2 million on December 31, 2010, to R$62.4 million on December 31, 2011, representing an increase of 581%. The Company’s Management understands that such variation mainly occurred due to (i) the increase in the debt from the BNB financing for Pecém II; and (ii) guarantee agreements with Bradesco Trianon for purchase of energy in the free market for Itaqui, Energia Pecém and Comercializadora de Energia.

Taxes recoverable

The amounts referring to taxes recoverable changed from R$18.2 million on December 31, 2010, to R$90.8 million on December 31, 2011, representing a decrease of 397%. The Company’s Management understands that such increase mainly occurred due to the increase in tax credits referring to the early payment of income, social contribution and other taxes withheld.

Deferred income and social contribution taxes

The amounts referring to deferred income and social contribution taxes changed from R$215.2 million on December 31, 2010, to R$339.0 million on December 31, 2011, representing an increase of 58%. The Company’s Management understands that such increase mainly occurred due to the increase in tax credits (tax loss and temporary differences) in investments in Energia Pecém, Pecém II, Itaqui, Porto do Açu and Comerc. de Combustíveis.


The amounts referring to property, plant and equipment changed from R$3,472.7 million on December 31, 2010, to R$5,393.8 million on December 31, 2011, representing an increase of 55%. The Company’s Management understands that such increase mainly occurred due to expenditures on CAPEX investments.

Intangible assets

The amounts referring to intangible assets changed from R$88.5 million on December 31, 2010, to R$267.6 million on December 31, 2011, representing an

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increase of 202%. The Company’s Management understands that such increase mainly occurred due to the acquisition, together with Bertin Group, of concessions/CCEARs provided by ANEEL.

Current liabilities

Our non-current liabilities changed from R$675.3 million on December 31, 2010, to R$1,632.1 million on December 31, 2011, representing an increase of 142%. The Company’s Management understands that such increase occurred due to the following factors:

Suppliers

The amounts referring to suppliers changed from R$119.5 million on December 31, 2010, to R$186.6 million on December 31, 2011, representing an increase of 56%. The Company’s Management understands that such variation mainly occurred due to expenditures with suppliers for CAPEX investments (building of UTEs).

Loans and financing

The amounts referring to loans and financing changed from R$294.8 million on December 31, 2010, to R$1,030.7 million on December 31, 2011, representing an increase of 250%. The Company’s Management understands that such variation mainly occurred due to the increase in short-term loans for investments in MPX Colômbia and UTE Parnaíba.

Debentures

As of December 31, 2011, the Company raised funds via issuance of debentures subscribed by BNDESPAR, Gávea Investimentos, the controlling shareholder Eike Batista and non-controlling shareholders.

Other obligations

As of December 31, 2011, the variation occurred in other obligations due to the record of VAT obligation referring to the investment in MPX Colômbia.


Our non-current liabilities changed from R$2,445.1 million on December 31, 2010, to R$4,951.5 million on December 31, 2011, representing an increase of 103%. The Company’s Management understands that such increase occurred due to the following factors:

Loans and financing

The amounts referring to loans and financing changed from R$2,295.2 million on December 31, 2010, to R$3,311.1 million on December 31, 2011, representing an increase of 44%. The Company’s Management understands that such variation mainly occurred due to the effect of transactions in foreign currency.

Debentures

218

As of December 31, 2011, the Company raised funds via issuance of debentures subscribed by BNDESPAR, Gávea Investimentos, the controlling shareholder Eike Batista and non-controlling shareholders.

Embedded derivatives

The variation in embedded derivatives occurred due to the record of fair value of bonds issued by ENEVA , according to IFRS standards.

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10.2 – Management’s comments on operating and financial result

The financial information included in this Reference Form, except when stated

otherwise, refers to the Company’s consolidated financial statements.

(a) Company’s operating results

(i) Description of any relevant revenue components

The Company’s Management understands that the basis for its revenues and,

consequently, for its operations, in the years ended December 31, 2012, 2011 and

2010, and in the quarters ended March 31, 2013, refers to the gross operating

revenue from the sale of energy that totaled R$541.6 million, R$190.4 million,

R$112.8 million and R$217.6 million, respectively.

(ii) Factors that substantially affected the operating results

According to the Company’s Management, the facts that substantially affected

their operating results may be summarized as follows:

Quarter ended March 31, 2013: The Company assessed a loss of R$257.1

million. The primary factor that substantially affected this result was that the

Company and its subsidiaries received proper authorizations from ANEEL to start

electricity generation, but since the projects for which such authorizations were

granted were not completed, the Company and its subsidiaries were required to

purchase electricity from third parties to comply with their energy supply

agreements, resulting in a material loss.

Year ended 2012: The Company assessed a loss of R$434.5 million. The primary

factors that substantially affected this result are the following: (i) appropriation of

interest incurred and costs of bonds in the amount of R$130.9 million; (ii) negative

result of R$37.7 million from non-speculative derivatives operations; and (iii)

impact on operating costs of coal plants, due to change in the commencement of

commercial operations.

Year ended 2011: The Company recorded a loss of R$408.5 million. The primary

factors that substantially affected this result are the following: (i) measurement of

the fair value of derivatives included in the issue of debentures of the Company

made in June 2011, resulting in a loss of R$62.0 million; (ii) appropriation of

interest incurred on debentures in the amount of R$50.8 million; and (iii) negative

result of R$62.2 million from non-speculative hedge transactions.

Year ended 2010: The Company assessed a loss of R$256.2 million.

(b) Variations in revenues attributable to adjustments to prices, exchange

220

rates, inflation, changes in volumes and introduction of new products and

services

The Company’s Management understands that the Company’s revenue is not

directly impacted by variations in prices, exchange rates and inflation and was not

affected in the last three years for changes in volumes and introduction of new

products and services.

(c) Impact of inflation, variation in prices of the primary inputs and

products, exchange and interest rates in the Company’s operating and

financial result

In the year ended December 31, 2012, 2011 and 2010, and in the quarter ended

March 31, 2013, the consolidate net financial result totaled expenses of R$127.5

million, R$202.4 million, R$45.7 million and R$77.8 million, respectively,

especially due to interest on loans and financings, the record of hedge positions

and open mark-to-market positions.

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10.3 – Events with actual and expected relevant effects on the financial

statements

(a) Inclusion or disposal of operational segment

The Company Management informs that in the financial years ended December

31, 2010, 2011 and 2012, and in the three-month period ended March 31, 2013

no operational segment of the Company was added or disposed of.

(b) Establishment, acquisition or disposal of equity interest

(i) On March 1, 2012, CCX Brasil Participações S.A. was incorporated, with the corporate purpose of holding equity interest in other business and non-business companies, in Brazil or abroad. On May 24, 2012, the Board of Directors of ENEVA approved a partial spin-off which resulted in the incorporation of CCX Carvão da Colômbia. (Colombia Coal). The purpose of this transaction was to spin off ENEVA ´s mining assets located in Colombia.

(i) MPX E.ON Participações, established on March 20, 2012, has the business purpose of

holding shares in other business and non-business companies, in Brazil or abroad. On

May 24, 2012, ENEVA S.A. contributed R$67.9 million in the capital of MPX E.ON

Participações, via the partial transfer of its investment portfolio with shareholdings in the

subsidiaries MPX Chile Holding Ltda., Parnaíba Participações S.A., UTE MPX Sul Energia

S.A., UTE Porto do Açu Energia S.A. and UTE Porto do Açu II Energia S.A. On the same

date, ENEVA S.A. contributed R$62.0 million as premium in the subscription of new

shares. On December 12, 2012 ENEVA increased capital stock of MPX EON Participações

by R$19.3 million, via the transfer of 50% of its shares in the subsidiary Seival

Participações.

(ii) On November 8, 2012 MPX Tauá II Energia Solar Ltda. was established,

with the business purpose of implementing and exploring electrical energy projects via solar power use, including the generation and trading of electric power and availability of a generation back-up.

(iii) On May 11, 2012 UTE Parnaíba V Geração de Energia S.A. was established, with the business purpose of developing, building and operating the thermal energy project units from natural gas, and the trading of natural gas.

(iv) On May 12, 2012 Parnaíba Geração e Comercialização de Energia S.A.

was established, with the business purpose of trading, importing and exporting electrical energy, as well as the participation in the capital stock

222

of other companies.

(v) On June 20th, 2012 MPX Investimentos S.A. was established, with the business purpose of holding equity interest in other business and non-business companies, as shareholder, in Brazil or abroad.

(vi) On September 10, 2012 MPX Desenvolvimentos S.A. was established, with the business purpose of developing and implementing coal gasification projects for the production of industrial gases and its liquid and gaseous byproducts, utilizing commercial technologies. On December 31, 2012 this subsidiary is reported as uncovered liability.

(vii) On March 1, 2012 UTE Parnaíba III Geração de Energia S.A. was established with the business purpose of developing, constructing and operating projects in thermal energy generation from natural gas, and the trading of natural gas, as well as the holding equity interests in other companies, whether simple or business companies, whose business purposes are similar to the Company´s. On October 8, 2012 its corporate name was changed to Parnaíba Participações S.A.

(c) Unusual events or operations

The Company management informs that there was not any unusual Company

related event or activities during the periods ended December 31, 2012, 2011 and

2010, which may have caused, or is expected to cause any relevant effect on the

financial statements or returns of the Company.

223

10.4 – Significant changes in accounting practices – Qualifications and

Emphases in the Auditor´s report

The Company Management has the following comments to make on changes in

accounting practices and emphases in the report of the independent auditors:

(a) Significant changes in accounting practices

The consolidated financial statements for the year ended December 31, 2010

were the first presented in accordance with the IFRS. The Company applied the

accounting policies defined to all periods presented, which includes the balance

sheet at the transition date, defined as January 1, 2009.

To adjust the financial statements to the IFRS requirements, and to the

pronouncements, interpretations and guidelines issued by CPC, the Company

made the relevant mandatory changes required and certain optional exemptions

in relation to full retrospective application, as follows:

Optional exemptions

• Business Combination Exemption – The Company applied the business

combination described in IFRS 1 and CPC 37 and thus did not restate the

business combinations that occurred before January 1, 2009, the transition

date.

• Deemed Cost Exemption – The Company opted not to use deemed cost in

the valuation of its fixed assets, since this item, as presented pursuant to

the previous accounting practices (BR GAAP in force in 2009), already

materially met the main requirements for the recognition, valuation and

presentation of CPC 27 (IAS 16), and mainly because substantial portions

of the Company’s assets are under construction, and were purchased

recently.

Mandatory changes

• Interest of non-controlling shareholders is now part of shareholders’ equity,

separated in a specific line, as per CPC 26 and IAS 1.

• Cumulative Translation Adjustments – The Company set to zero the cumulative

translation adjustments of previous years to the transition date of January 1, 2009.

This change was applied to all subsidiaries abroad.

• The Company recognized Stock Options granted by the Controlling Shareholder,

as per CPC 10 and ICPC 05, for BRGAAP purposes, and IFRS 2 (Share-based

payment) and IFRIC 11, for IFRS purposes.

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• For BRGAAP purposes, Law No. 11941/09 extinguished the deferred asset,

allowing the maintenance of the balance accrued until December 31, 2008, which

can be amortized over up to 10 years, subject to impairment test. This is being

adopted by the Company in the individual financial statements pursuant to the

provisions of CPC 43. In accordance with the IFRS, pre-operational revenues and

expenditures should be recorded in income for the year when incurred. With the

adoption of IFRS.

• The Company valued its fixed assets based on CPC 27, ICPC 10, and IAS 16,

not identifying relevant effects as to the assessment of the useful life, residual

values and componentization of the assets. As it understands that its fixed assets

are recorded at values that are very close to their fair value, and given that they

mostly comprise fixed assets in progress and properties recently purchased, it did

not use deemed cost.

• The net effects of exchange variation on the principal of loans were reclassified

from fixed assets to accumulated losses in the consolidated balance sheet on the

date of initial adoption (January 1, 2009) and in income for the year ended

December 31, 2009, as per CPC 20 and IAS 23.

All IFRS standards and interpretations for financial instruments in force were

adopted by the Company in 2010. The main applicable ones are as follows:

• Amendment to IFRS 7 (Financial Instruments: Disclosure): The purpose of this

amendment is primarily to improve disclosure requirements. This increases the

requirements for the disclosure of fair value measurement, liquidity risk, market

risk, credit risk and any other significant risk.

• Amendment to IFRS 7 relating to Fair Value Hierarchy: This amendment

establishes the division of fair value hierarchy relating to financial instruments.

The hierarchy gives priority to unadjusted quoted prices in active markets for the

financial asset or liability, which are classified as Level 1. Fair Value of financial

instrument may be classified in three different levels, as set forth below:

. Level 1: Data from active market (unadjusted traded price), so that they can be

accessed on a daily basis, including on the day of fair value measurement.

. Level 2: Data from active market (unadjusted traded price) other than that

included in Level 1, derived from pricing model based on observable market data.

. Level 3: Data derived from pricing model based on unobservable market data.

• Amendment to CPC 38 and IAS 39 (Financial Instruments)

In such pronouncement, the procedures to identify derivative instruments

embedded in contracts were highlighted, aiming at timely recognition, control and

appropriate accounting treatment to be used, and which should be applicable to

225

the Company and its subsidiaries.

Agreements with possible clauses of embedded derivative instruments or

securities were analyzed in order to mitigate potential host contracts. If found,

there is guidance regarding possible effectiveness testing and methodology for

calculation of fair value.

The Company and its subsidiaries do not hold outstanding agreements with

embedded derivatives.

In addition to the points described above, the Company has adjusted its financial

statements for disclosure purposes, and now presents the following information:

• Consolidated statement of comprehensive income, as required by CPC 26 and

IAS 1

• Earnings (losses) per share, as required in CPC 41 and IAS 33 (Earnings per

share).

• Expenses by nature, as required in CPC 26 and IAS 1 (Presentation of Financial

Statements).

• Information by segment, as required in CPC 22 and IFRS 8 (Operating

Segments).

The consolidated financial statements for the year ended December 31, 2011,

prepared under the IFRS, did not suffer any effects of changes in the accounting

practices.

There were no changes in the accounting practices used by the Company and its

subsidiaries during the years ended December 31, 2012, 2011 and 2010. The

accounting practices adopted by the Company and its subsidiaries are consistent

with those utilized abroad.

Except for the adoption of IFRS 10 and 11, whose accounting policy is described

below, quarterly information has been prepared based on the same accounting

practices used to prepare the Financial Statements as of December 31, 2012.

Therefore, this quarterly information should be read together with the Financial

Statements as of December 31, 2012

IFRS 10 establishes a single control model which applies to all entities, including

special purpose entities. The changes introduced by IFRS 10 required that

Management exercise a significant judgment to determine which entities are

controlled, and hence, required to be consolidated by a controlling company,

comparatively to the requisites that were part of IAS 27.

IFRS 11 eliminates the option of accounting for joint ventures(ECC) based on

proportional consolidation. Instead, the ECCs which fit the definition of joint

226

arrangements should be recorded based on the equity method.

In compliance with IFRS 11, investments in jointly-controlled subsidiaries Porto do

Pecém Geração de Energia S.A., Porto do Pecém Transportadora de Minérios

S.A., OGMP Transporte Aéreo Ltda., Pecém Operação e Manutenção de

Unidades de Geração S.A., MABE Construção e Administração de Projetos Ltda.,

MPX Chile Holding Ltda., Seival Participações S.A., UTE MPX Sul Energia Ltda.,

Parnaíba Participações S.A., UTE Porto do Açú Energia S.A., Porto do Açú II

Energia S.A. and MPX E.ON Participações S.A. are evaluated by the equity

method in the individual and consolidated quarterly information.

(b) Significant effects of changes in accounting practices

As of January 1, 2013, the Company adopted new accounting rules for

compliance with the international accounting standards. As a result of the change

in accounting practices, the Company no longer consolidates in its financial

information all investees over which the Company, individually, has no controlling

power, namely, Porto do Pecém Geração de Energia S.A., Porto do Pecém

Transportadora de Minérios S.A., OGMP Transporte Aéreo Ltda., Pecém

Operação e Manutenção de Unidades de Geração S.A., MABE Construção e

Administração de Projetos Ltda., MPX Chile Holding Ltda., Seival Participações

S.A., UTE MPX Sul Energia Ltda., Parnaíba Participações S.A., UTE Porto do

Açú Energia S.A., Porto do Açú II Energia S.A. and MPX E.ON Participações S.A.

In addition, the Company began to recognize recognizes income from the above-

mentioned companies at the equity method. Thus, the Company’s income

account at the equity method gained relevance in the context of income of the

Company as a whole, which would not occur at the previously adopted accounting

practices.

The Company presents below the table showing the amendments made to the comparative balances restated in the quarterly information (ITR) for the consolidated balance sheet as of December 31, 2012 and the three-month period ended March 31, 2012:



(in R$ thousands) Assets Current Assets

Cash and cash equivalents 590,469 (71,192) 519,277 Securities 3,441 - 3,441 Accounts receivable 152,114 (130,769) 21,345 Subsidies receivable – Fuel Consumption account 17,561 - 17,561 Inventories 211,718 (69,031) 142,687 Prepaid expenses 40,462 (21,111) 19,351 Tax recoverable 57,438 (20,028) 37,410 Gains on Derivatives 3,018 - 3,018 Miscellaneous advances 20,267 (18,484) 1,783

227

Restricted deposits 4,237 (4,202) 35 Other credits 3 (3) -

1,100,728 (334,820) 765,908

Non-current assets

Prepaid expenses 8,705 (211) 8,494 Restricted deposits 137,717 (2,069) 135,648 Subsidies receivable – Fuel Consumption account 24,617 - 24,617 Tax recoverable 34,709 (10,675) 24,034 Income and social contribution taxes - deferred 456,123 (150,575) 305,548 Loans to affiliates 359 134,567 134,926 Accounts receivable from other related persons 8,575 (7,441) 1,134 Accounts receivable from affiliates 3,732 3,061 6,793 Advance for future capital increase in affiliates - 12,425 12,425 Embedded derivatives 479 - 479

675,016 (20,918) 654,098

Investments 62,956 770,999 833,955 Property, plant and equipment 7,362,815 (1,792,416) 5,570,399 Intangible assets 249,665 (34,429) 215,236

9,451,180 (1,411,584) 8,039,596

228



(in R$ thousands) Liabilities Current Liabilities

Suppliers 228,638 (113,377) 115,261 Loans and Financing 1,915,402 (95,428) 1,819,974 Owing to affiliates - 26,783 26,783 Owing to parent company 3,407 (3,407) - Owing to other related parties 19,057 (15,068) 3,989 Debentures 111 - 111 Taxes and contributions payable 11,375 (4,134) 7,241 Social and labor liabilities 12,980 (3,117) 9,863 Losses on derivatives transactions 39,506 (16,555) 22,951 Contractual reserve 133,935 (56,561) 77,374 Profit sharing 23,900 (3,267) 20,633 Dividends payable 1,960 - 1,960 Other obligations 16,888 (13,563) 3,325

2,407,159 (297,694) 2,109,465


Loans and financing 4,151,947 (1,047,141) 3,104,806 Debts with other related parties 215 215 430 Debentures 4,954 - 4,954 Losses on derivatives transactions 166,992 (72,195) 94,797 Provision for uncovered liabilities - 19,840 19,840 Income and social contribution taxes - deferred 10,431 (8,383) 2,048 Provision for decommissioning 4,197 (2,079) 2,118 Other provisions 710 (710) -

4,339,446 (1,110,453) 3,228,993

Shareholders’ equity

Capital stock 3,731,734 - 3,731,734 Capital Reserve 321,904 - 321,904 Adjustments to equity valuation (119,067) - (119,067) Accumulated loss (1,384,971) - (1,384,971)

Shareholders’ equity attributable to controlling shareholders 2,549,600 - 2,549,600 Participation of non-controlling shareholders 154,975 (3,437) 151,538

Total shareholders’ equity 2,704,575 (3,437) 2,701,138

9,451,180 (1,411,584) 8,039,596

229

Statement of income



(in R$ thousands) Revenues from sale of goods and/or services 75,669 - 75,669 Cost of goods and/or services sold (81,809) 12 (81,797)

Gross income (6,140) 12 (6,128)

Operating expenses/revenues (76,636) (4,583) (81,219)

General and administrative (64,332) 2,459 (61,873) Personnel and managers (27,440) 641 (26,799) Other expenses (5,024) 854 (4,170) Third party services (26,301) 685 (25,616) Depreciation and amortization (1,304) 210 (1,094) Leases and rentals (4,263) 69 (4,194)

Other operating revenues 575 (29) 546 Other operating expenses (482) 16 (466)

Losses on disposal of assets (482) 16 (466) Equity pick-up (12,397) (7,029) (19,426)

-

Income before financial income and taxes (82,776) (4,571) (87,347) -

Financial income (11,373) 5,171 (6,202)

Financial revenues 180,337 (139,639) 40,698

Positive currency variation 47,738 (29,052) 18,686 Fair value of debentures 13,000 - 13,000 Financial investments 28,137 (37) 28,100 Derivative financial instruments 89,219 (110,381) (21,162) Other financial revenues 2,243 (169) 2,074

Financial expenses (191,710) 144,810 (46,900)

Negative currency variations (25,948) 20,587 (5,361) Derivative financial instruments (110,598) 124,005 13,407 Interest/costs of debentures (29,035) - (29,035) Other financial expenses (26,129) 218 (25,911)

Income before income taxes (94,149) 600 (93,549)

Income and social contribution taxes on earnings 16,389 (600) 15,789

Current (838) - (838) Deferred 17,227 (600) 16,627

Loss for the year (77,760) - (77,760)

Attributed to partners of the parent company (77,481) - (77,481)

Attributed to non-controlling partners (279) - (279)

Loss per share - - - Basic and diluted loss per share (in R$) (0.56870) - (0.56870)

(c) Qualifications and emphases in the auditor´s report

In compliance with the standards contained in article 25 of CVM Instruction No.

480, of December 7, 2009, as amended, Management declares that it has

reviewed, discussed and agreed with the opinions stated in the independent

Auditor´s report, regarding the Financial Statements (Parent Company and

Consolidated) for the period ended December 31, 2010, 2011 and 2012.

(2010)

230

Emphasis

As described in note 3, the individual financial statements were prepared

according to the accounting practices adopted in Brazil. In the case of ENEVA

S.A. these practices differ from the IFRS applicable to separate financial

statements only as regards valuation of investments in subsidiaries, affiliates and

joint ventures by the equity method, whilst for the purposes of the IFRS they

would be valued at cost or fair value; and as regards maintenance of the deferred

asset balance existing as of December 31 2008, which is being amortized only for

companies in operating phase.

Financial statements were presented taking into account the regular business

continuity of the Company and its subsidiaries. As mentioned in note 13, the

subsidiaries Porto do Pecém Geração de Energia S.A., MPX Pecém II Geração

de Energia S.A., UTE Porto do Itaqui Geração de Energia Ltda., UTE Porto do

Açu Energia S.A., Seival Sul Mineração Ltda., UTE MPX Sul Energia Ltda., MPX

Energia de Chile Ltda., MPX Áustria GmbH, MPX Viena GmbH, MPX Colombia

S.A., MPX Tauá Energia Solar Ltda., Porto do Pecém Transportadora de Minérios

S.A., MPX Comercializadora de Combustíveis Ltda., Termopantanal

Participações Ltda., Termopantanal Ltda. and Nova-Sistemas de Energia Ltda.

The recovery of values recorded in non-current assets depend on the success of

future operations of the Company and its subsidiaries, and the subsidiaries

depend on financial support of shareholders and/or third party funds until their

operations are profitable. Lack of said financial funds will raise serious doubts as

to the continuity of the Company and its subsidiaries. Management’s plans related

to the operating activities are described in note 12.

The Company’s management agrees with the auditor’s emphasis and reiterates

its understanding that the projects described in these financial statements are

profitable and will remunerate the shareholders for the investments made.

(2011)

Emphasis







asset balance existing as of December 31 2008. Our opinion is not qualified as a

231

result of this matter.

As mentioned in note 1, the subsidiaries Porto do Pecém Geração de Energia

S.A., MPX Energia Pecém I Geração de Energia S.A., UTE Porto do Itaqui

Geração de Energia S.A., UTE Porto do Açú Energia S.A., Seival Sul Mineração

Ltda., UTE MPX Sul Energia Ltda., MPX Viena GmbH, MPX Àustria GmbH, MPX

Colômbia S.A., Porto do Pecém Transportadora de Minérios S.A., MPX

Comercializadora de Combustíveis Ltda., Termopantanal Ltda., Nova-Sistemas

de Energia Ltda., UTE Parnaíba Geração de Energia S.A., Pecém Operação e

Manutenção de Unidades de Geração Elétrica S.A., Kebiny S.A., CGX Castilla

Generación de Energia Ltda., Usina Termelétrica Seival Ltda. and UTE Parnaíba

II Geração de Energia S.A. are in pre-operating phase. The recovery of values

recorded in non-current assets depend on the success of future operations of the

Company and its subsidiaries, affiliated and joint ventures, and these depend on

financial support of the shareholders and/or third party funds until their operations

are profitable. Management’s plans for the Company and its subsidiaries related

to operating activities are described in notes 1 and 13.




(2012)

Emphasis







asset balance existing as of December 31 2008, which is being amortized. Our

opinion is not qualified as a result of this matter.

A relevant part of the Company, its subsidiaries and joint ventures are in pre-

operating phase, and the business continuity and recovery of values recorded in

non-current assets depend on the success of future operations, as well as the

shareholder´s financial support and/or third party funds until operations are

profitable. Management’s plans related to the operating activities are described in

notes 1 and 12. The financial statements were prepared considering the regular

business continuity of the Company, as well as of its affiliates and joint ventures.

232

Our opinion is not qualified as a result of this matter.




(03/2013)

Emphasis

The interim financial statements were prepared taking into account the normal

course of business of the Company and its subsidiaries, including those

mentioned in Note 1, which are in pre-operational phase. The continuity of the

business of the Company and its subsidiaries, and the recovery of the amounts

recorded in non-current assets depend on the success of future operations, as

well as on the financial support from shareholders and/or third-party funds, until

our operations are able to generate the funds needed for the maintenance of the

Company. Management’s plans regarding the Company’s operational activities

are described in Notes 1 and 12. Our opinion has not been changed due to this

issue.

Restatement of corresponding amounts

As mentioned in Note 5, due to the changes occurred in our accounting policy as

a result of adoption of CPC 19 (R2) and IFRS 11 - Joint Arrangements, the

corresponding individual and consolidated amounts regarding the balance sheet

for the year ended December 31, 2012, and the relevant interim financial

information regarding the statement of income, the statement of comprehensive

income, changes in shareholders’ equity, statement of cash flows and statement

of added value (supplementary information) for the quarter ended March 31,

2012, which are presented for comparison purposes, were adjusted and are being

restated as provided for in CPC 23 and IAS 8 - Accounting Policies, Changes in

Accounting Estimates and Erros); and CPC 26(R1) and IAS 1- Presentation of

Financial Statements). Our conclusion did not include changes regarding this

subject.

233

10.5 – Management´s comments on Critical Accounting Policies

The Company’s management clarifies that the critical accounting polices applied

by the Company are described below.

Use of estimates and judgments.

Preparation of individual and consolidated financial statements in accordance with

IFRS and CPC standards requires Management to make judgments, estimates

and assumptions that affect the application of accounting policies and the

reported values of assets, liabilities, income and expenses. Actual future results

may differ from these estimates.

Estimates and assumptions are revised on a continuous basis. Revisions for

accounting estimates are recognized in the year in which the estimates are

revised and in any future years affected.

The information on assumptions and estimates that may result in adjustments

within the next financial year are included below:

Financial Instruments i. Non-derivative financial assets

The Company and its subsidiaries initially recognize loans, receivables and

deposits on their original date. All other financial assets (including assets at fair

value through income) are initially recorded on the negotiation date on which the

Company and its subsidiaries become part of the instrument’s contractual

provisions.

The Company and its subsidiaries do not recognize a financial asset when the

contractual rights to the cash flow of the asset expire or when the Company and

its subsidiaries transfer the rights to receiving the contractual cash flow over a

financial asset in a transaction in which essentially all the risks and benefits of

owning the financial asset are transferred. Any interest that is created or held by

the Company and its subsidiaries in the financial assets are recognized as an

individual asset or liability.

The financial assets and liabilities are offset and the net value presented in the

balance sheet when the Company and its subsidiaries have the legal right to

offset the values and intend to settle them on a net basis or realize the asset and

settle the liability simultaneously.

The Company and its subsidiaries classify non-derivative financial assets in the

following categories: financial assets at fair value through income, investments

234

held to maturity, loans and receivables and financial assets available for sale.

Financial assets at fair value through income

A financial asset is classified at fair value through income in case it is held for

trading or is designated as such at the time of the initial recording. Financial

assets are recorded at fair value through income if the Company and/or its

subsidiaries manage such investments and make buying or selling decisions

based on their fair values according to documented risk management, and the

Company´s and its subsidiaries´ investment strategy. The transaction costs are

recorded in income when incurred. Financial assets recorded at fair value through

income are measured at fair value, and changes in the fair value of these assets,

which take into consideration any gain on dividends, are recorded in income for

the period.

Financial assets at fair value through income comprise Cash and cash

equivalents, and equity instruments which otherwise would be classified as

available for sale.

Financial assets held to maturity

In case the Company and its subsidiaries intend and are capable of holding the

debt instruments until maturity, then such financial assets are classified as held to

maturity. The investments held to maturity are initially recognized at fair value plus

any directly attributable transaction costs. After initial recognition, investments

held to maturity are measured at the amortized cost by the effective interest

method, less any losses for impairment.

Financial assets held to maturity are composed of debentures.

Loans and receivables

Loans and receivable are financial assets with fixed or determinable payments

which are not quoted in the active market. Such assets are initially recognized at

fair value plus any attributable transaction costs. After initial recognition, loans and

receivables are measured at amortization cost by the effective interest method,

less any losses for impairment.

Receivable are comprised of trade accounts receivable, subsidies receivable,

CCC, restricted deposits and related assets.

ii. Non-derivative financial liabilities

The Company and its subsidiaries recognize debt securities issued and

235

subordinate liabilities initially on the date they are created. All the other financial

liabilities (including liabilities at fair value through income) are recorded initially on

the date of negotiation on which the Company and its subsidiaries become part of

the instrument’s contractual provisions. The Company and its subsidiaries write-off

a financial asset when they have their contractual obligations removed, cancelled

or due.

The Company and its subsidiaries classify non-derivative financial liabilities in the

category of other financial liabilities. Such financial liabilities are recorded initially

at fair value plus any attributable transaction costs. After initial recognition, these

financial liabilities are measured at amortized cost by the effective interest

method.

The Company and its subsidiaries have the following non-derivative financial

liabilities: loans and financing, suppliers, accounts payable with related parties

and contractual withholdings.

iii. Derivative financial instruments, including hedge accounting

The Company and its subsidiaries hold financial hedge derivative instruments to

protect its exposure to foreign currency risk and interest rate variation. Embedded

derivatives are separated from the main contracts and recorded individually in

case the economic characteristics and risks of the main contract and the

embedded derivative are not intrinsically related, or an individual instrument with

the same conditions of the embedded derivative meets the definition of derivative

and the combined instrument is not measured at fair value through income.

At the time of initial designation of hedge, the Company and its subsidiaries

formally document the relationship between the hedge instrument and the hedged

items, including the risk management objectives and the hedge transaction

strategy, together with the methods that will be used to evaluate the effectiveness

of the hedge relationship. The Company and its subsidiaries assess, both at the

beginning of the relationship as well as on an ongoing basis, whether there is any

expectation that the hedge instruments are “highly effective” in offsetting the

variations in fair value or the cash flow of the respective hedged items during the

period for which the hedge is designated. For a cash flow hedge of an expected

transaction, the transaction must have a highly predictable occurrence and should

present an exposure to cash flow variations that could affect the final reported net

income.


1) Recognition and measurement

236

Property, plant and equipment items are measured at historical acquisition or

construction cost, less accumulated depreciation and impairment.

Cost includes expenditures that are directly attributable to the acquisition of an

asset. The cost of assets built by the company itself includes:

The cost of materials and direct labor;

Any other costs to place the asset in the necessary location and conditions

so that it is capable of operating as expected by management;

The costs to disassemble the asset and to restore the location where the

assets are located; and

Costs of loans on qualifiable assets.

The cost of a property, plant and equipment item may include the reclassification

from other comprehensive income of qualifiable cash flow hedges in connection

with the purchase of property, plant and equipment in foreign currency. Software

purchased that integrates the functionality of an equipment item is capitalized as

part of that equipment.

When parts of a property, plant and equipment item have different useful lives,

they are recorded as individual items (main components) of property, plant and

equipment.

Gains and losses in the disposal of a property, plant and equipment item

(determined by the difference between funds stemming from disposal and the

book value of the item), are recorded in other operating revenues/ expenses in

income.

2) Subsequent costs

Subsequent costs are capitalized to the extent that it is probable that future

benefits associated with the costs will inure to the Group. Maintenance costs and

recurrent repairs are recorded in income.

3) Depreciation

Property, plant and equipment items are depreciated by the straight-line method in

income for the period based on the estimated economic useful life of each

component. Leased items are depreciated by the lesser period between the

estimated useful life of the item and the contractual term, unless it is certain that

the Company will obtain ownership of the good at the end of the lease. Land lots

are not depreciated.

Property, plant and equipment items are depreciated as from the date they are

237

installed and are available for use, or in case of assets built internally, as from the

day the construction is complete and the asset is available for use.

Intangible assets and goodwill

Intangible assets comprised items acquired from third parties, and are measured

at the total acquisition cost, less amortization expenses. Goodwill due to future

expected profitability is not amortized and is tested annually for impairment, being

recorded as intangible assets in the consolidated financial statements and in

investments in the parent company’s individual financial statement.

1) Goodwill

The goodwill resulting from the acquisition of subsidiaries is included in intangible

assets in the consolidated financial statements.

2) Other intangible assets Other intangible assets that are acquired by the Company and its subsidiaries and

that have a finite useful life are measured at cost, less accumulated amortization

and impairment losses, when applicable.

3) Amortization

Except for non amortized goodwill, amortization is recorded in income by the

straight-line method over the estimated useful life of the intangible assets, as from

the date these are available for use.

Impairment

(i) Financial assets (including receivables)

A financial asset not measured at fair value through income is valued on each

presentation date to assess whether there is objective evidence of impairment. An

asset is impaired if objective evidence indicates that a loss event occurred after

the initial recognition of the asset, and that such loss event had a negative effect

on projected cash flows that can be estimated in a reliable manner.

The objective evidence of impairment of financial assets (including equity

securities) may include non-payment or late payment by the debtor, the

restructuring of the amount due to the Company and its subsidiaries on conditions

that the Company and its subsidiaries would not consider in other transactions,

indications that the debtor or issuer will file for bankruptcy, or the termination of an

active market for a security. In addition, for equity assets, a significant or long-

lasting decline in its fair value below its cost is objective evidence of impairment.

Financial assets measured at amortized cost

238

The Company and its subsidiaries consider evidence of impairment for

receivables at the individual and collective level. All significant individually

receivables are tested for impairment. All significant individually receivable

identified as impaired are then valued collectively for impairment that has

occurred, but not yet identified. Individually significant assets are valued

collectively for impairment by grouping of these securities with similar risk

characteristics.

Upon assessing impairment collectively, the Company utilizes historical trends

regarding probability of default, recovery terms and impairment amounts incurred,

adjusted to reflect management’s judgment of the assumptions if the current

economic and credit conditions are such that real losses will probably be greater

or less than those suggested by the historical trends.

Impairment of a financial asset measured at amortized cost is calculated as the

difference between the book value and the present value of future estimated cash

flow, discounted at the asset´s original effective interest rate. Losses are recorded

in income and reflected in a provision account against receivables or assets held

to maturity. The interest over the impaired asset is still recorded. When a

subsequent event indicates a reversal of impairment, the decrease in impairment

is reversed and recorded in income.

The Company´s management has not identified any evidence of impairment on

December 31, 2012.

(ii) Non-financial assets

The book values of the non-financial assets of the Company and its subsidiaries,

except the inventories and deferred income tax and social contribution, are

reviewed at each presentation date to assess whether there is any indication of

impairment. If such indication occurs, then the recoverable value of the asset is

estimated. In case of goodwill and intangible assets with undefined useful life, the

recoverable value is estimated every year.

The recoverable value of an asset or cash generating unities the greater of value

in use and fair value less selling expenses. When assessing value in use, the

future estimated cash flow is discounted to its present value via a discount rate

before taxes that reflects the ongoing market conditions for the period of capital

recoverability and the asset specific risks. For the purpose of impairment testing,

assets that cannot be tested individually are grouped together in the smallest

asset group that generates a continuous useful cash inflow, such assets being for

the most part independent of the cash flows from other assets or group of assets

(the “cash generating unit or CGU”). For the purpose of testing impairment of

goodwill, the goodwill amount recorded in a business combination is allocated to

239

the CGU or group of CGUs for which the benefit of combination synergy is

expected. This allocation reflects the lowest level in which goodwill is monitored

for internal purposes, and is not greater than an operating segment determined

according to IFRS 8 and the CPC 22.

The corporate assets of the Company and its subsidiaries do not generate cash

inflow individually. In case there is an indication that a corporate asset is impaired,

then the recoverable value is allocated to the CGU or group of CGUs to which the

corporate asset belongs in a consistent and reasonable base.

An impairment loss is recorded in case the book value of an asset or its CGU

exceeds its estimated recoverable value. Impairment losses are recognized in

income. Impairment losses related to the CGUs are allocated initially to reduce

the book value of any goodwill allocated to the CGUs, and then, if there a loss still

remains, to reduce the book value of the other assets within the CGU or group of

CGUs on a pro rata base.

An impairment loss related to goodwill is not reversed. As for other assets,

impairment losses are reversed only when the book value of the asset does not

exceed the book value that would have been determined, net of depreciation and

amortization, in case the impairment loss had not been recorded.

Share-based payment

The fair value of share-based benefits payment as of the date of granting is

recorded as personnel expenses, with the corresponding increase in

shareholders’ equity, for the year in which the employees unconditionally acquire

the right to the benefits. The amount recorded as expense is adjusted to reflect

the number of shares for which it is expected that service conditions and non-

market acquisition conditions will be met in such a manner that the value finally

recorded as expense is based on the number of shares that actually meet service

conditions and non-market acquisition conditions on the date when payment rights

vest (vesting date). For non-vested share-based benefits, the fair value as of the

date of granting of share-based payment is measured to reflect such conditions,

and there is no change for differences between expected and actual benefits.

Provisions A provision is recorded in the balance sheet when a company has current legal or

constituted obligations as a result of a past event, and it is probable that an

outflow of economic funds will be required to settled the obligation. Provisions are

recorded based on the best estimates of the risk involved.

Income and social contribution taxes Deferred income and social contribution taxes for the current year, for companies

240

opting for the taxable income regime, are calculated at the rate of 15% plus 10%

on the annual taxable income exceeding R$240 for income tax and 9% on taxable

income for social contribution tax, and consider the offsetting of tax losses and

negative basis of social contribution tax limited to 30% of taxable income.

Deferred income and social contribution taxes are recorded to reflect future tax

effects attributable to temporary differences between the tax basis of assets and

liabilities and their respective book value.

Income and social contribution tax expenses include current and deferred income

taxes. Current and deferred income taxes are recognized in income, except for

deferred income tax on hedge accounting impacts, which is recorded as equity

valuation adjustment, directly in shareholders’ equity.

Deferred tax assets and liabilities are offset if there is a legal right to offset current

tax liabilities and assets, and these relate to income taxes assessed by the same

tax authority in the accounting records of the same entity subject to taxation.

A deferred income and social contribution tax asset is recognized for tax losses,

tax credits and unused deductible temporary differences not used when it is

probable that future taxable profits will be available against which the deductible

temporary differences may be used

Deferred income and social contribution taxes are reviewed at every reporting

date and reduced to the extent that their realization is no longer probable.

241

10.6 – Internal controls related to the preparation of financial statements –

Level of efficiency and deficiency and recommendations included in the

auditor’s report

(a) Level of efficiency of such controls indicating occasional

imperfections and measures adopted to correct them

The Company’s Management believes in the efficiency of internal procedures and

controls adopted to ensure the quality, accuracy and reliability of the Company’s

financial statements. For this reason, the Company’s financial statements properly

show the result from its operations and its equity and financial condition as of the

respective dates. Additionally, Management did not identify any types of

imperfections that may compromise the Company’s financial statements.

(b) Deficiencies and recommendations on internal controls set forth in

the independent auditor’s report

Management understands that the internal control reports issued by the

Company’s independent auditors, with respect to the years ended December 31,

2012, 2011, and 2010, do not indicate any material deficiencies in the internal

procedures and controls used to prepare the Company’s financial statements.

242

10.7 - Management’s comments on the use of proceeds from public

offerings and deviations, if any

(a) How proceeds from the public offering were used

The Company Management states that, in June 15, 2011, the Company issued

21,735,744 debentures, at R$63.00 each, totaling R$1.376 billion. In the years

ended December 31, 2011, 2012, and in the current year, the proceeds from the

issuance of debentures were used to:

reinforce the Company’s cash; and

support the contributions required for investments in the development of the

Company’s ventures.

(b) Material deviations between the effective use of proceeds and

proposals disclosed in the memorandums of the respective distribution

Management informs that, in the past three years and in the current year, there

were no deviations between the use of proceeds and proposals set forth in the

memorandums.

(c) In the event of deviations, reasons for such deviations

Management informs that, in the past three years and in the current year, there

were no deviations between the use of proceeds and the proposals set forth in the

memorandums.

243

10.8 – Management’s comments on off-balance sheet items

(a) Off-balance-sheet items directly or indirectly held by the issuer

Management informs that the Company holds no off-balance sheet items.

i. Lease and operational lease of assets and liabilities

This is not applicable given that the Company has no off-balance sheet items.

ii. Written-off receivables portfolios on which the Company maintains risks

and responsibilities, and the relevant liabilities.

Not applicable, given that the Company has no off-balance sheet items.

iii. Agreements on future purchase and sale of products and services


iv. Building agreements whose work has not been completed


v. Agreements on future financing receivables


(b) Other off-balance sheet items

Management informs that there are no other off-balance sheet items.

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10.9 – Management’s comments on relevant off-balance sheet items

(a) How such items change or may change revenues, expenses,

operating income, financial expenses or other items recorded in the issuer’s

financial statements


(b) Nature and purpose of operation


(c) Nature and amount of obligations assumed and rights generated in

favor of the issuer due to the transaction


245

10.10 – Management’s comments on business plan

(a) Investments

(i) Quantitative and qualitative description of current and future

investments

The Company Management states that, by the end of 2012, the Company had

seven projects on final stages of implementation: Energia Pecém, UTE Itaqui,

Pecém II and Parnaíba I, II, III and IV, which are described below.

Energia Pecém

The total investment until the end of 2012, based on the financial information of

2012, is of R$852.9 million.Pecém II


2012, is of R$1,623.2 million.Itaqui


2012, is of R$2,501.0 million.Parnaíba I


2012, is of R$1,066.5 million.Parnaíba II

The total investment until the end of 2012, based on the financial information of 2012, is of R$488.7 million.

(ii) Investment financing sources

Energia Pecém

The Company Management states that, in July 2009, two long-term financing

facilities were contracted for the project with the Brazilian Social and Economic

Development Bank - BNDES and the Inter-American Development Bank – IDB.

The table below summarizes the conditions and stages of the financing contracted

for the project:

Amount

disbursed(1)

% of

disbursement

Total amount (1)

Term (years) Grace period Cost

BNDES R$1,402 MM 99% R$1,410 MM 17 Jul/12 (interest +

principal)

TJLP + 2.77% p.a.

BID (A + B

loan)(2)

R$555 MM 98% R$566 MM 13 to 17 Jul/12 (principal) LIBOR + 3-3.5%

p.a. c/ step-ups

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Total R$1,957 MM(3)

99% R$1,976 MM - - -

(1) Amounts in nominal R$.

(2) The debt in US$ is hedged at a spot rate of 1.81 R$/US$.

(3) Amounts disbursed until December 31, 2012.

The Company Management states that, considering the total amount financed by

the BNDES and IDB and the investment required to implement the venture, the

capital / debt ratio of the project will be nearly 25% / 75%.

Pecém II

The Company Management states that, in September 2010, a long-term financing

facility was contracted for the project with the Brazilian Social and Economic

Development Bank – BNDES. To supplement the BNDES financing, MPX Pecém

II Geração de Energia S.A. contracted a loan with BNB with funds from the FNE,

in January 2011. The table below summarizes the conditions and stages of the

financing contracted for the project:

Amount

disbursed (1)

% of

disbursement

Total amount (1)


Direct BNDES /

TJLP

R$598 MM 96% R$625 MM 17 Jul/13 (interest +

principal)

TJLP + 2.18% p.a.

Direct BNDES /

IPCA

R$110 MM 100% R$110 MM 17 Jul/13 (interest +

principal)

IPCA + 9.8% p.a.

Social BNDES R$1.2 MM 60% R$2 MM 9 Jul/13 (interest +

principal)

TJLP

BNB (FNE) R$235 MM 94% R$250 MM 17 Jul/13 (principal) 8.5% p.a.

Total R$944 MM (2)

89% R$987 MM - - -



Itaqui

The Company Management states that, in December 2009, two long-term

financing facilities were contracted for the project with the Brazilian Social and

Economic Development Bank - BNDES and Banco do Nordeste – BNB The

BNDES loan has a direct and indirect credit line, with Banco Bradesco and Banco

Votorantim acting as the onlending banks. Considering the total amount financed

by the BNDES, BNB, Bradesco and Votorantim and the investment required to

implement the venture, the capital / debt ratio of the project will be nearly 25% /

75%.

The table below summarizes the conditions and stages of the financing contracted

for the project:

Amount

disbursed (1)

% of

disbursement

Total amount (1)


247

Direct BNDES R$795 MM 99% R$797 MM 17 Jul/12 (interest +

principal)

TJLP + 2.78% p.a.

Indirect BNDES R$241 MM 100% R$241 MM 17 Jul/12 (interest +

principal)

IPCA + 12.1% p.a.

($100 MM) / TJLP

+ 4.5-5.0% p.a.

($141 MM)

BNB R$203 MM 100% R$203 MM 17 Jul/12 (principal) 8.5% p.a.

Total R$1,239 MM (2)

99% R$1,241 MM -- - -



Parnaíba I

The Company Management states that, in December 2012, a long-term financing

facility was contracted for the project with the Brazilian Social and Economic

Development Bank – BNDES. The table below summarizes the conditions and

stage of the debt contracted as of December 31, 2012:

Amount

disbursed (1)

% of disburseme

nt Total amount

(1) Term (years) Grace period Cost

Direct BNDES TJLP

R$496 MM 74% R$671 MM 14 Jul/13

(interest+principal)

TJLP + 1.88% p.a.

Direct BNDES / IPCA

R$204 MM 100% R$204 MM 13 Jul/14


IPCA + 4.78% p.a.

Social BNDES - 100% R$12 MM 14 Jul/13


TJLP

Total R$700 MM (2)

100% R$887 MM -- -



Parnaíba II

The Company Management states that, between March and May 2012, a short-

term debt (bridge loan) was contracted with HSBC, Itaú BBA and CEF. This

contracting aims to cover the financial obligations of the venture, in accordance

with the shareholder’s leveraging expectation, until the closing of the long-term

debt scheduled for the third quarter of 2013. The following table summarizes the

conditions and stage of the debt contracted as of December 31, 2012:

Amount disbursed

(1)

% of disbursement

Total amount (1)

Maturity Cost

HSBC R$125 MM 100% R$125 MM Sep. 30, 2013 CDI + 3% p.a.

Itaú BBA R$100 MM 100% R$100 MM Sep. 30, 2013 CDI + 3% p.a.

CEF R$325 MM 100% R$325 MM Sep. 30, 2013 CDI + 3% p.a.

To contract - 0% R$195 MM - -

Total R$550 MM (2)

74% R$745 MM -

248



(iii) Material current and expected divestiture

The Company Management states that no capital divestiture has been made for

the last three financial years ended December 31, 2012, 2011 and 2010, as well

as there is no capital divestiture in progress.

(b) Provided that it has already been disclosed, indicate the acquisition

of plants, equipment, patents and other assets that may significantly

influence the Company’s production capacity

UTE Parnaíba Geração de Energia S.A.

The Company Management states that, in September 2011, after the approval by ANEEL, ENEVA S.A. entered into a Concession Purchase Agreement with Grupo Bertin Energia e Participações S.A., valid for 15 years, for the acquisition of concessions granted by ANEEL to UTEs MC2 João Neiva and MC2 Joinville (subsidiaries of Bertin Energia e Participações S.A.), to operate as independent energy producers. Additionally, the aforesaid document determines the assignment of Energy Purchase Agreements in the Regulated Market (CCEARs) from the UTEs to ENEVA S.A. It is worth mentioning that UTEs MC2 João Neiva and MC2 Joinville were contracted at A-5 auction No. 03/2008- ANEEL, held on September 30, 2008, at which the supply of 225 MW (on average) to distributors was ratified, each distributor being authorized for 35 years.

249

UTE Parnaíba Geração de Energia S.A. The Company Management states that the Operation Closing Instrument (“Instrument”), of September 2, 2011, provides for two additional assignment payment clauses subject to: (i) the authorization of ANEEL, without encumbrance or restrictions, for an increase in the physical energy guarantee by up to 72.7 MW on average for each venture. If ENEVA S.A. obtains the authorization, the UTEs shall be entitled to the same proportion of the addition to the physical guarantee, limited to the maximum amount of R$83 million, 50% of which for each UTE, as the additional assignment price; and (ii), in the event the authorization is granted by ANEEL, without encumbrance or restrictions, to change factor “i” and “Other Variable Costs” (as provided for in Article 3, item II, of MME Ordinance 42, of March 01, 2007) of the Ventures, ENEVA S.A. shall pay each UTE, in the same proportion, the amount of taxes stated and recorded as due in the UTEs’ financial statements. This amount is limited to R$61.2 million or to the benefit amount obtained by ENEVA S.A. as a result of the change in factor “i” and “Other Variable Costs” of the Ventures. Both conditional clauses are valid for 18 months to be counted from September 2, 2011, date of Operation Closing Instrument. ENEVA S.A. entered into with its subsidiary UTE Parnaíba Geração de Energia S.A. (“UTE Parnaíba”) the Agreement for Assignment of Rights and Obligations related to concessions purchased from Grupo Bertin Energia e Participações S.A. The aforesaid agreement aims to assign to UTE Parnaíba all rights and obligations, free of charge, arising from the Concession Purchase Agreement. The aforesaid Assignment of Rights and Obligations entered into by ENEVA S.A. and UTE Parnaíba also has to conditional clauses, to wit: (i) the authorization of ANEEL to implement the Ventures (UTEs MC2 João Neiva and MC2 Joinville) in the Parnaíba Thermal Complex; and (ii) change in the aforesaid factor “I” and “Other Variable Costs”. The Company Management states that the Company did not treat this transaction as a business combination, but as an acquisition of assets, as the Company is acquiring intangible assets that are concessions and trade agreements. Parnaíba Participações S.A. The Company Management states that, in March 2012, Parnaíba Participações S.A. (former UTE Parnaíba III Geração de Energia S.A.) entered into a Purchase Option Agreement for Concessions granted by ANEEL to UTE MC2 Nova Venecia 2 S.A., which belongs to Grupo Bertin Energia e Participações S.A., which is valid for 35 years. This concession enables UTE Nova Venecia to operate as an independent energy producer.

250

Additionally, the aforesaid document sets forth that performance of a technical, legal and accounting audit of the information provided by UTE Nova Venecia is an essential condition for the payment of the R$20 million premium. This procedure was concluded on May 09, 2012, when the aforesaid payment was made, in the proportion of 70% by Parnaíba Participações and 30% by Petra Energia S.A.

251

Parnaíba Participações S.A. Additionally, the aforesaid document determines the assignment of Energy Purchase Agreements in the Regulated Market (CCEARs) from the UTE to Parnaíba Participações and Petra Energia. It is worth mentioning that UTE MC2 João Neiva was contracted at A-5 auction No. 03/2008- ANEEL, held on September 30, 2008, at which the supply of 98 MW (on average) to distributors, authorized for 35 years, was ratified.

(c) New products and services

(i) Description of current research studies already disclosed

The Company seeks to develop all its projects in a sustainable manner, aiming at

maximum energy efficiency at low costs and, while preserving the environment.

Thus, the Company continually devotes to the acquisition, research and

development of clean technologies and environmentally-sustainable projects. In

the R&D field, the Company develops several projects, some of them are being

negotiated and contracted, and others are being implemented.

(ii) Total amount spent by the issuer on research for development of new

products and services

In each of the financial years ended December 31, 2010, 2011 and 2012, the

Company invested R$0.4 million in research and development of new

technologies. In the first quarter of 2013, the Company invested R$1.3 million in

research and development of new technologies.

(iii) Projects in progress already disclosed

An agreement was entered into with COPPE-UFRJ to create a Center for

Research in Energy Generation. The primary purposes of the new center will be

the conduction of research and technological development in energy generation

and qualification and training of people in the sector, and the construction of

laboratories to physically support the analyses and studies planned is also

expected. COPPE-UFRJ is also a partner of the Company and of the University of

Tsingua, in China, for joint studies of control and storage of CO2, among others.

(iv) Total amount spent by the issuer on developing new products or

services

The Company did not incur expenses relating to developing new products or

services.

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10.11 – Other factors with significant influence

The Company Management states that there are no other factors that significantly

influenced the Company’s operating performance and that have not been

identified or commented in the other items of this section “10”.

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11.1 – - Disclosed forecasts and assumptions

In compliance with the provisions of Circular Letter/CVM/SEP/No.01/2013 and in

accordance with the material fact published on June 4, 2013, the Company

management has opted to discontinue disclosure of financial projections

(guidance) under this item, in view of the need to align its guidance disclosure

policy with the Company’s current operational phase, in accordance with CVM

Instruction 400 and CVM Instruction 480.

In this sense, we clarify that when the Company started to disclose its capital

investment forecasts, it had no commercial developments in operation. However,

the Company currently has five commercial developments with installed capacity

of 1,780 MW. Accordingly, the disclosure of estimates on capital investments

became necessary in view of its real installed capacity and its current operational

phase.

255

11.2 – Monitoring and changes of forecasts disclosed

(a) Inform those that are being replaced by new forecasts included in this

Reference Form and those that are being repeated

Not applicable, since, as referred to in item 11.1 hereof, the Company decided to

discontinue the disclosure of forecasts on cash disbursements for investment in its

developments.

(b) As regards the forecasts for last periods, compare the data forecast

with the effective performance of the indicators, demonstrating clearly the

reasons that led to deviations in the forecasts.

Not applicable, since, as referred to in item 11.1 hereof, the Company decided to

discontinue the disclosure of forecasts on cash disbursements for investment in its

developments.

(c) As regards the forecasts related to periods still in progress, inform

whether the forecasts remain valid on the date of delivery of this Reference

Form and, when applicable, explain why they were set aside or replaced.

Not applicable, since, as referred to in item 11.1 hereof, the Company decided to discontinue the disclosure of forecasts on cash disbursements for investment in its developments.

256

12.1 - Description of administrative structure

ENEVA S.A. is managed by a Board of Directors advised by a non-statutory Audit

Committee and by an Executive Board. Our Company’s Fiscal Council is a non-

permanent body, and is not currently instated.

(a) Powers of each body and committee

Board of Directors

In addition to the powers conferred by the Company By-Laws, the ENEVA Board

of Directors has Internal Regulations intended to govern the way it functions and

its relationship with the other corporate bodies, subject always to the provisions of

the By-Laws and of the legislation in force at any time.

Our Company Board of Directors consists of at least 8 (eight) and not more than

10 (ten) regular members, all of whom are elected and can be dismissed by the

General Meeting, with a concurrent 2 (two) year term of office. Reelection is

permitted.

Article 17 of the Company By-Laws sets forth the following responsibilities of the

Board of Directors:

(i) To regulate the activities of the Company, with powers to review and

resolve on any matter that is not within the specific competence of the

General Meeting or the Executive Board;

(ii) To fix general guidelines for the Company’s businessand resolve on any

subject relevant to the Company’s strategy, provided that, however,

Management is responsible for all decisions related to the Company’s daily

activities, as set forth in the By-laws;

(iii) To appoint and remove the members of the Company’s Management,

including approval of the corresponding remuneration, according to the

global remuneration previously approved by the General Meeting;

(iv) To attribute to the members of Management their respective functions,

powers and approval limits, where these are not specified in the By-Laws,

and to appoint the Investor Relations Officer, subject to the provisions of

the By-Laws;

(v) To resolve on the calling of General Meetings, acting jointly or through its

Chairman, when judged necessary, or in terms of article 132 of the

Corporate Law (Law no 6404/76);

(vi) To monitor the management of the Company by the Executive Officers,

examining the Company books and documents at any time and calling for

257

information on contracts executed or under negotiation, and on any other

actions;

(vii) To choose and to dismiss the independent auditors, providing that the

choice is in accordance with the applicable legislation. The independent

audit firm shall report to the Board of Directors;

(viii) To invite the independent auditors to provide any explanations that it

may think fit;

(ix) To review the Management Report, the financial statements, and the

accounts of the Executive Board and to resolve on their submission to the

General Meeting;

(x) To approve the annual business plans and the strategic plan, as well as the

annual budget, prepared and recommended by Management and any

changes in these plans involving the greater of: (i) variation of 25% (twenty-

five percent) of the original amount; or (ii) R$250,000,000.00 (two hundred

and fifty million reais), provided that Management is responsible for

deploying the annual business plan and the annual budget;

(xi) To resolve on Company capital increases and share issues, within the limits

authorized in article 6 of the By-Laws, setting the conditions of issuance,

including the price and the period for payment, with the power also to

exclude (or reduce the period for) pre-emptive rights in share issues,

subscription warrants and convertible debentures, which are offered for

sale on a stock exchange or by public subscription, or in the course of a

takeover bid, on the terms provided for under the law;

(xii) To resolve on any request of public bid submission of the Company’s

shares;

(xiii) To resolve on the Company’s purchase of its own shares, or on the

issue of sale or purchase options over the Company’s shares, to be held in

treasury and/or for subsequent cancellation or disposal;

(xiv) To start, change, interrupt, or stop the development, creation,

deployment and/or operation of (i) business or activity whose amount is

greater than R$200,000,000.00 (two hundred million reais), except if

previously approved, in the annual business plan or in the annual budget,

and such transaction or activity must occur in one single transaction or in a

series of related transactions, or (ii) any power generation, v, risk capital

and investment project and venture or activity by the Company or by any of

its subsidiaries;

(xv) To approve the rules of internal procedures of the Board of Directors;

(xvi) To enter any joint venture, association, or any other business

258

partnership which involves the Company or its ubsidiaries, which is of

strategic importance for the Company;

(xvii) To authorize the execution of amendments related to transactions

between Related Parties that exceed the amount of R$80,000,000.00

(eighty million reais);

(xviii) To approve the purchase, sale, transfer, lease, pledge, creation of

liens or any other type of provision on the Company’s assets or of any of its

subsidiaries, or the issuance of guarantees to third parties to secure

liabilities of the Company itself, whose amount is greater than

R$100,000,000.00 (one hundred million reais), except if previously

approved in the annual business plan or annual budget;

(xix) To approve investments or capital expenditures by the Company or

any of its subsidiaries, whose estimated total amount is higher than

R$200,000,000.00 (two hundred million reais) in one single operation or in

a series of related operations, except if previously approved in the annual

business plan or in the annual budget;

(xx) To approve loans, financing, simple, unconvertible debentures and

unsecured debentures, or any other debt or commercial paper involving an

amount greater than R$100,000,000.00 (one hundred million reais), except

if previously approved in the annual business plan or in the annual budget;

(xxi) To authorize the Company to issue guarantees to secure the

liabilities of its partially and/or wholly owned subsidiaries, or of any other

companies in which the Company has a shareholding, with the issuance of

guarantees to secure the liabilities of any other third parties being

expressly forbidden;

(xxii) To determine a list of three firms specializing in corporate valuations,

to prepare a valuation report on the shares of the Company, in the event of

cancellation of registration as a public company and quitting the Novo

Mercado;

(xxiii) To file for bankruptcy on behalf of the Company, or for its judicial or

extrajudicial reorganization;

(xxiv) To express an opinion on any public bid for the acquisition of the

shares of the Company, giving its duly reasoned views, up to 15 (fifteen)

days before the bid document is made public, on the following issues as a

minimum: (i) the appropriateness and timeliness of the bid for the

acquisition of shares, in terms of the interests of the shareholder body and

in regard to the liquidity of the Company’s securities; (ii) the repercussions

of the bid on the interests of the Company; (iii) the strategic plans for the

Company disclosed by the bidder; and (iv) any other issues that the Board

259

of Directors considers pertinent, in addition to the information required by

the applicable rules issued by the CVM.

(xxv) To approve the execution, termination, amendment, or waiver of a

relevant agreement in an aggregate amount of more than

R$100,000,000.00 (one hundred million reais), except if previously

approved in the annual business plan or in the annual budget;

(xxvi) To approve the granting or contracting, by the Company or by its

subsidiaries, of any guarantees or bonds related to any liability of the

Company or of its subsidiaries or of any other person, which exceeds the

amount of R$100,000,000.00 (one hundred million reais), except if

previously approved in the annual business plan or in the annual budget;

(xxvii) To approve the performance of power trading activities, including

participation in bidding processes, the forming of Public Private

Partnerships in the regulated and free markets, and the execution of any

non-negotiated ancillary contracts;

(xxviii) To approve the execution of power purchase contracts for energy

reserve involving amounts greater higher than R$200,000,000.00 (two

hundred million reais), except if previously approved in the annual business

plan or in the annual budget;

(xxix) To implement significant changes or alterations in the accounting

standards, policies, and guidelines applicable to the Company; and

(xxx) To submit proposals for the General Meeting referring to the

allocation of the Company’s earnings and amendments to the By-laws.

Executive Board

The Executive Board of the Company shall consist of at least two (2) members,

who may or may not be shareholders, resident in Brazil, and elected by the Board

of Directors. The following shall be nominated, with a single Officer being

authorized to fulfill more than one function: one Chief Executive Officer, and one

Executive Vice-President. The position of Investor Relations Officer shall be held

by the Chief Executive Officer or by the Executive Vice-President.

In accordance with article 23 of the Company By-Laws, the Executive Board has

the following powers:

(i) to manage and supervise the routine business and affairs of the Company and all

decisions related to the Company’s routine activities, according to the annual business

plan and the Company’s strategic plan, as well as the annual budget, approved by the

Directors;

(ii) to prepare the Company’s business plan and strategic plan, as well as its

budget and recommend it to the Board of Directors;

260

(iii) To implement the Company’s business plan and strategic plan, as well as

its budget, according to what has been approved by the Board of Directors;

(iv) To implement decisions and instructions by the Board of Directors;

(v) To legally represent the Company before third parties, including

commitment, waiver, settlement, and execution of agreements, assumption

of liabilities, investment of funds, and execution of contracts and other

documents on behalf of the Company;

(vi) To approve all measures required and perform all ordinary acts regarding

financial and economic management, according to the provisions of the By-

Laws and the resolutions approved by the General Meeting and by the

Board of Directors at their meetings;

(vii) To prepare and deliver information related to Company matters to the

Board of Directors, as requested by the Board of Directors itself;

(viii) To prepare the issuance, update, and changes to the financial and

investment policies;

(ix) To prepare the Company’s financial statements for approval of the Board of

Directors and maintain the Company’s corporate and financial and tax

books and records; and

(x) To prepare and recommend to the Board of Directors the Company’s

business plan and strategic plan, as well as its annual budget, with regards

to any fiscal year, in a timely manner, for approval by the Board of Directors

during the last quarter of the corresponding fiscal year.

Fiscal Council

The Company By-Laws provide for the functioning of a Fiscal Council on a non-

permanent basis, with powers, when instated, according to the provisions of the

applicable regulations, comprising at least 3 and at most 5 regular members, with

an equal number of alternates, who may or may not be shareholders, elected and

subject to dismissal at any time by the General Meeting.

Audit Committee

The Audit Committee was created at a meeting of the Board of Directors held on

March 25, 2008. Its primary attributes are: (i) to monitor the accounting practices

adopted in the preparation of the financial statements of the Company and its

subsidiaries; (ii) to recommend independent auditors and assess their

effectiveness; (iii) to approve the planning, supervision and assessment of the

work of internal audit; and (iv) to evaluate the efficiency of risk management and

internal controls.

261

(b) Date of instatement of fiscal council, if not permanent, and of creation

of committees

The Company’s Fiscal Council was instated in August 2011, and its term of office

ended on April 30, 2012, when an Annual and Extraordinary Meeting of the

Company was held. As of the date of publication of this Reference Form, the

Company has no Fiscal Council installed.

The creation of the Company Audit Committee was approved by the Board of

Directors at a meeting held on March 25, 2008.

(c) Mechanisms for assessing performance of each body or committee

Since 2011, members of the Company Board of Directors have taken part in an

assessment process that includes issues relating to their own performance and of

the board as a whole. The principal benefits of this process, in addition to

assessing the board itself and the individual performance of its members, are that

it encourages members to contribute to the optimization of the Board’s

performance, and improves its interaction with its advisory committees and with

the Executive Board.

Although there is no formal mechanism for assessing the Executive Board, its

performance is evaluated by the Board of Directors by means of constant

interaction, both on the basis of meetings that are held jointly, and according to

the quality of the information prepared by the Executive Board and provided as

support material for the resolutions of the Board of Directors. In the same way, the

Audit Committee is assessed by the Board of Directors when it reports on its

activities, with the Committee meeting minutes being regularly made available to

members of the Board of Directors for their information and for them to monitor

discussions.

(d) Duties and individual powers of members of the Executive Board

As of the date of this Reference Form, the Company Executive Board is made up

of a Chief Executive Officer, and an Executive Vice-President. A single Officer is

authorized to fulfill more than one function, and the duties are defined in article 23

of the By-Laws.

The Chief Executive Officer and the Executive Vice-President are responsible

for managing activities related to overall Company planning, in addition to the

functions, attributes and powers bestowed by the Board of Directors, and subject

to the policies and guidelines previously set forth by the Board of Directors: (i) to

call and chair meetings of the Executive Board; (ii) to supervise the management

activities of the Company, coordinating and monitoring the actions of members of

the Executive Board; (iii) to propose to the Board of Directors the functions to be

undertaken by each Officer upon the latter’s appointment, without having

262

exclusive responsibility for the decision; (iv) to be the active and passive

representative of the company, in judicial matters and otherwise, subject to the

provisions of article 24 of the By-Laws; (v) to coordinate the Company’s

personnel, organizational, management, operational and marketing policies; (vi) to

prepare and present to the Board of Directors, each year, the Company’s annual

business plan and annual budget; and (vii) to manage matters of a corporate

nature in general.

The Investor Relations Officer is responsible, in addition to the functions,

attributes and powers bestowed by the Board of Directors, and subject to the

policies and guidelines previously set forth by the Board of Directors, for: (i)

representing the company with the controlling authorities and other institutions

operating in the capital market; (ii) supplying information to the investing public,

the CVM, the Stock Exchange where the Company’s securities are traded and the

other bodies involved in capital market operations, in accordance with the

applicable legislation, both in Brazil and overseas; and (iii) keeping the Company

register at the CVM up to date.

(e) Mechanisms for assessing the performance of members of the board

of directors, the committees and the executive board

Members of the Company Board of Directors take part in an assessment process

both of their individual performance and of the performance of the Board as a

whole, as described in item 12.1(c) of this Reference Form.

Although there is no formal mechanism for assessing the performance of the

Executive Board or the Audit Committee, these bodies are assessed by the Board

of Directors as described in item 12.1(c) of this Reference Form.

263

12.2 – Rules, policies and practices for general meetings

(a) Advance Notice of Meetings

The Company’s practice for giving advance notice of general meetings of

shareholders coincides with the provisions of the applicable legislation.

The Corporate Law requires that all general meetings be called by means of three

announcements in the Federal Official Gazette or that of the State where the

Company is based, and in one other widely circulated newspaper. The Company

announcements are currently carried in the Official Gazette of the State of Rio de

Janeiro and in the Diário Mercantil newspaper. The first call has to be made at

least 15 days before the date of the general meeting, and the second call eight

days in advance, and the meeting must be held as set forth in the Corporate Law.

A general meeting to resolve on the cancellation of the Company’s registration as

a public company, or to consider complex transactions requiring more time for

shareholders to understand and analyze them, shall be called at least 30 days in

advance. In specific circumstances, however, at the request of any shareholder

and after consulting the Company, the CVM may postpone the date of a general

meeting to 30 days after it has been called.

(b) Competencies

In addition to the other competencies provided by the Brazilian Corporation Law,

the Regulations of the Novo Mercado of BM&FBOVESPA and the Company’s

Bylaws, in particular Article 27 of the Company’s Bylaws, provide that it will be

incumbent on the General Meeting to:

(i) take management’s accounts, examine, discuss and vote on the financial statements;

(ii) elect and remove the members of the Board of Directors;

(iii) fix the total annual compensation of the members of the Board of Directors

and the Executive Board as well as members of the Fiscal Council, if

installed; amend the Bylaws and the Company’s corporate purpose;

(iv) decide on the merger, consolidation merger of shares and spin-off involving

the Company;

(v) approve stock option plans for its managers, employees and individuals

providing services to the Company, as well as officers and employees of

other companies that are directly or indirectly controlled by the Company,

as well as approve any changes related to such plans;

(vi) resolve, in accordance with management’s proposal, on allocation of net

income and dividend distribution;

264

(vii) resolve on capital increase which exceeds the authorized capital of the

Company;

(viii) elect the liquidator, as well as the Fiscal Council that will operate

during the liquidation period;

(ix) decide on the cancellation of the registration of the company with the CVM;

(x) decide on delisting from Novo Mercado, which, if adopted, should be

communicated to BM&FBOVESPA in writing 30 (thirty) days in advance;

and

(xi) decide on shares which will be listed or delisted from the stock exchange;

(xii) choose the specialized company responsible for developing an appraisal

report in the case of Articles 37 and 40 of the Bylaws, among the

companies indicated in a triple list prepared by the Board of Directors.

(xiii) approve reduction of capital with distribution of funds and assets to

the Company’s shareholders;

(xiv) approve the Company’s interest in a group of companies;

(xv) approve amortization and redemption of Company’s shares; and

(xvi) change the Company’s dividend policy.

(c) Addresses (physical or electronic) in which documents relating to the

general meeting will be available for shareholders’ analysis

All documents relating to the General Meeting, both related to the participation of

shareholders and support for the resolutions, are available at the following

addresses: (i) Company’s head office: City of Rio de Janeiro, State of Rio de

Janeiro, Praia do Flamengo, no 66, 9th floor, Flamengo, and (ii) electronic

addresses: Company website (www.eneva.com.br/ri); CVM website

(www.cvm.gov.br) and BM&FBOVESPA website (www.bmfbovespa.com.br).

(d) Identification and management of conflicts of interest

As a general rule, the Company uses the provisions of Article 115 of the Brazilian

Corporation Law to address issues relating to conflicts of interest at the General

Meetings. In addition, the Company provides, in the Internal Regulations of the

Board of Directors, guidelines on how to address situations involving conflicts of

interest. For more information about the guidelines in the Internal Regulations of

the Board of Directors, see section 12.4. (c) of this Reference Form.

(e) Request for proxies by the management to exercise the right to vote

The Company reports in the call notices of General Meetings the procedures to be

followed in order to exercise the right to vote, as detailed in item “f” below.

http://www.eneva.com.br/ri

http://www.cvm.gov.br/

http://www.bmfbovespa.com.br/

265

(f) Formalities necessary for acceptance of proxy instruments granted by

shareholders, indicating whether the issuer accepts proxies granted by

shareholders through electronic means

To participate in the General Meeting, Shareholders must appear in person or by

proxy, who should be a shareholder, Company manager, lawyer, financial

institution or investment fund manager who represents the members, at the time

and place of the Meeting, in accordance with respective Call Notice.

In the case of attendance by proxy, the proxy must: (i) have the signature of the

principal duly notarized; (ii) be issued less than one year from the date of the

Meeting, as required by law (Article 126, paragraph 1 of Law 6.404/76); (iii) be

notarized by a notary public duly authorized for this purpose, certified by the

Brazilian consulate and translated into Brazilian Portuguese by a sworn translator,

in case it has been granted outside Brazil; (iv) the Proxy must also submit their ID.

It should be noted that the Company does not accept proxies issued by electronic

means.

All the above information is provided by the Company in the Call Notice of the

General Meeting and also in the Guide to Participating in Shareholders’ Meeting

at the addresses (physical and electronic) mentioned in item 12.2 “c” of this

Reference Form.

The Guide to Participating in Shareholders’ Meeting is intended to encourage the

participation of shareholders in meetings, providing clear and practical information

as described below:

1. When and where the Meeting is to take place

2. Who can take part

3. How to take part in the Meeting

4. The Shareholders does not have to appear at the General Meeting in person

5. How to be represented by a proxy

6. How to obtain additional information

(g) Keeping of forums and pages on the World Wide Web to receive and

share feedback from shareholders on the agendas of meetings

Although there is no specific channel for receiving feedback from shareholders on

the agendas of meetings, the Company’s Investor Relations website makes

available the email of both the Investor Relations and Corporate Governance

areas of the Company, it being certain that both areas, should they receive any

manifestation in this regard, may adopt reasonable procedures for analysis.

(h) Live broadcast of video and/or audio of meetings

266

There is currently no live broadcast of video and/or audio of shareholders’

meetings.

(i) Mechanisms to allow inclusion in the agenda of proposals made by

shareholders

Although there are no mechanisms to allow inclusion in the agenda of proposals

made by shareholders, the Company’s Investor Relations and Corporate

Governance areas may, should they receive some shareholder manifestation in

this regard, refer the matter for consideration of the Board of Directors.

267

12.3 - Dates and newspapers for publication of information required by Law 6.404/76

Fiscal Year Publications Newspapers - UF Dates

12/31/2012

Financial Statements

Official Gazette of the State of Rio de Janeiro - RJ 02/20/2013

Valor Econômico Newspaper - RJ 02/20/2013

Valor Econômico Newspaper - SP 02/20/2013


Convening the GM that examined the Financial Statements


04/01/2013

04/02/2013

Diário Mercantil Newspaper of the State of Rio de

Janeiro - RJ

03/28/2013

04/01/2013

04/02/2013

Minutes of the GM that examined the Financial Statements


Valor Econômico Newspaper - Nacional - RJ 06/11/2013

12/31/2011



Diário Mercantil Newspaper of the State of Rio de

Janeiro - RJ

03/22/2012



04/02/2012

04/03/2012


04/02/2012

04/03/2012

Minutes of the AGM that examined the Financial Statements



12/31/2010


Official State Gazette - BR 03/25/2011


Notice to Shareholders Communicating Disclosure of Financial Statements

Official State Gazette - RJ 03/30/2011

03/31/2011

04/01/2011

268

Valor Econômico Newspaper - BR 03/30/2011

03/31/2011

04/01/2011


Official State Gazette - RJ 04/11/2011

04/12/2011

Valor Econômico Newspaper - BR

04/13/2011

04/11/2011


04/13/2011

Minutes of the AGM that examined the Financial Statements

Official Sate Gazette - RJ 05/30/2011

Valor Econômico Newspaper - BR 05/30/2011

269

12.4 - Rules, policies and practices relating to the Board of Directors

The Company’s Bylaws provides that the Board of Directors will be composed of

at least eight and no more than ten members, whether Company’s shareholders

or not, elected and removed by the General Meeting, with a unified term of office

of two years, with the possibility of reelection.

(a) Frequency of meetings

In accordance with Article 14 of the Bylaws of the Company, the Board of

Directors will meet, at least 06 (six) times a year, upon written notice delivered

personally, by electronic mail, via fax or courier, by initiative of the Chairman

and/or Vice-Chairman or upon written request of any member of the Board of

Directors, at least 03 (three) business days before the meeting and definition of

date, place, time and agenda of topics to be addressed. Should the Chairman not

take the required measures to call the meeting requested by a member of the

Board of Directors within 05 (five) business days starting from the date of receipt

of said request, any member might call the meeting requested. No resolution may

be approved if the topic is not expressly included in the meeting’s agenda. In

urgent cases, the meetings of the Board may be called by the Chairman and/or

Vice-Chairman, without observing the term above, provided that all other Board

members are clearly aware of it. Calls may be personally, by electronic mail, via

fax or courier, with acknowledgment of receipt, fax or any other means, electronic

or otherwise, that allows proof of receipt. Regardless of the formalities provided

for in the Bylaws, a meeting attended by all Directors will be deemed to be

regular. The presence of the member of the Board at the meeting constitutes his

full agreement with the meeting’s call, except if the presence of the member of the

Board of Directors has the express purpose of opposing any resolution of any

business at the beginning of such meeting, due to the fact that the meeting was

not duly called or set.

(b) If any, the provisions of the shareholders’ agreement establishing

restrictions or conditions on the exercise of voting rights of members of the

board

The Company has, as of this date, a shareholders’ agreement in force which,

nevertheless, does not provide for restriction to the exercise of right to vote by

members of the Board of Directors.

(c) Rules for identification and management of conflicts of interest

As a general rule, the Company uses the provisions of Article 115 of the Brazilian

Corporation Law to address issues relating to conflicts of interest at the General

Meetings. In addition, the Company provides, in the Internal Regulations of the

Board of Directors and Audit Committee, guidelines on how to address situations

270

involving conflicts of interest.

According to the Internal Regulations of the Board of Directors of the Company,

said Board should “prevent and manage conflicts of interests or differences of

opinion, so that the Company’s interests always prevail.”

The Directors must also:

(i) ensure that transactions between related parties are conducted based on

market conditions in terms of deadlines, fees and guarantees, and are

disclosed as required by the CVM;

(ii) declare, prior to resolution, that, for whatever reason, they have a particular

or conflicting interest with the Company regarding the particular matter

referred to it, abstaining from discussion and voting; and

(iii) abstain from deciding matters involving conflict of interest.

271

12.5. Description of arbitration clause for resolution of conflicts

Under Article 44 of the Bylaws of the Company and the Listing Regulations of the

Novo Mercado, the Company, its shareholders, directors and members of the

Fiscal Council, when installed, undertake to settle by arbitration before the Market

Arbitration Chamber, any dispute or controversy between them, particularly

related to or arising from the enforcement, validity, effectiveness, construction,

violation and related effects, of the provisions of the Brazilian Corporation Law, the

Company’s Bylaws, the rules issued by the National Monetary Council, the

Central Bank of Brazil and the CVM, as well as other rules applicable to the

operation of the capital markets in general, in addition to those included in the

Listing Regulations of the Novo Mercado, the Arbitration Regulations of the

Market Arbitration Chamber, the Sanctions Regulations and the Agreement for

Participation in the Novo Mercado.

272

12.6 / 8 - Composition and professional experience of management and fiscal council Name Age Management body Election Date Term of office

INDIVIDUAL TAXPAYER CARD (CPF) NO. Profession Elective office held Date of investiture Elected by Controlling

Shareholder

Other positions and functions held at the issuer

Eduardo Karrer

794.312.677-72

Chief Investor Relations Officer

Member of the Audit Committee

Member of the Human Resources Committee

Member of the Finance, Investment and Control

Committee

52

Engineer

Participates only in the Executive Board

Chief Executive Officer

06/13/2013

06/13/2013

2 years

Yes

Alexandre Americano Holanda e Silva

075.225.197-05

45

Lawyer

Participates only in the Executive Board

Executive Vice President

06/13/2013

06/13/2013

2 years

Yes

Eliezer Batista da Silva

607.460.507-63

88

Engineer

Participates only in the Board of Directors

Deputy Chairman of the Board

06/12/2013

06/12/2013

General Meeting 2015

Yes

Ricardo Luiz de Souza Ramos

804.112.237-04

47

Mechanical Engineer


(Permanent) Member of the Board

06/12/2013

06/12/2013

General Meeting 2015Yes

Stein Dale

Member of the Finance, Investment and Control

Committee

Passport No. 28605707

49

Administrator



06/12/2013

06/12/2013


Jørgen Kildahl



50

Economist


President of the Boar of Directors

06/12/2013

06/12/2013


Keith Plowman


Membro do Comitê de Auditoria

55

Economist



06/12/2013

06/12/2013


273

Name Age Management body Election Date Term of office


Shareholder


Luiz do Amaral de França Pereira

014.707.017-15

76

Civil Engineer



08/12/2013

08/12/2013

General Meeting 2015

Yes

Professional background / Declaration of convictions

Eduardo Karrer - 794.312.677-72

a. Eduardo Karrer holds a Bachelor’s degree in Civil Engineering from the UERJ, an MBA in Public Administration from PUC-RJ, attended Leadership Development programs at Rice University

and General Management at SMU-Cox. He is currently a member of the Board of Directors of OGX Petróleo e Gás Participações S.A. (core activity: oil and gas) (since 2010), LLX Minas-Rio

Logística Exportadora S.A. (core activity: port construction and exploitation) (2011) and the CCX Carvão da Colômbia S.A. (core activity: extraction and sale of coal) (since 2012). In addition, he

currently holds the position of CEO of ENEVA S.A. (since 2007). He served as Supervising Officer at Companhia Rio Polímeros S.A. (2007), as Chief Executive Officer (2002/2007) and Vice

President of Operations and New Ventures to South America (2001-2002) at El Paso Brasil Ltda. (core activity: power generation); he also served as General Manager of International Marketing at

Petrobras S.A. (core activity: oil and gas) (2000). At Petrobras Distribuidora S.A. he held the positions of Executive Manager for International Markets (1999), Executive Manager for Aviation

Products (1998) and Executive Manager of the Gas and Energy Division (1997). In addition, he served as General Manager - Marlim Field Development (1996) and Project Manager – Barracuda

and Albacora Fields Projects (1992-1995) at Petrobras S.A. He was Project Manager at Petrobras America Inc. (1990-1991), engineer in the Production Engineering Division at Petrobras S.A.

(1986-1989) and project manager at Construtora Rabello (1984-1985).

b. Eduardo Karrer declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of

administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any

professional or commercial activities.

Alexandre Americano Holanda e Silva - 075.225.197-05

a. Alexandre Americano is a law graduate from PUC-RJ (2001), with an MBA in Finance and Capital Markets (2003) and a graduate degree in Company Law (2005), both from the Getúlio Vargas

Foundation - FGV. At UCSD (1999) he completed the NALA (National Association of Legal Assistants) program and graduated as a legal assistant for the State of California (USA). He studied for

13 years at the Colégio Santo Inácio where he completed his primary and secondary education. He is currently General Manager for Legal Affairs and Institutional Relations at ENEVA S.A. (core

activity: power generation) (Feb/2008). He also joined the board of directors of Amapari Energia (core activity: power generation), MPX Chile (core activity: power generation) and Porto do Pecém

Geração de Energia (core activity: power generation) and was an officer of UTE Porto do Itaqui (core activity: power generation). In 2007 he was appointed Legal Superintendent at Brasil

Ecodiesel (core activity: power generation) and from 1999-2006 he worked in the BBM Group (Banco BBM and BBM Holding) (core activity: financial institution), where his last position was that of

Legal Manager.

b. Alexandre Americano declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of



Eliezer Batista da Silva - 607.460.507-63

a. Eliezer Batista da Silva holds a Bachelor’s degree in Civil Engineering from the University of Paraná, with postgraduate studies and training in United States and Europe. He is currently

274



Shareholder


Honorary Chairman of the Board of Directors of MMX Mineração e Metálicos S.A. (core activity: mining) (since 2005), LLX Logística S.A. (core activity: port development and exploitation) (since

2007), and Deputy Chairman of the Board of Directors of OGX Petróleo e Gás Participações S.A. (core activity: oil and gas) (since 2007), OSX Brasil S.A. (core activity: shipyard development)

(since 2009), ENEVA S.A.(since 2007), CCX Carvão da Colômbia S.A. (core activity: extraction and sale of coal) (since 2012), all companies of the EBX Group. In addition, he is currently Member

of the Board of Directors of the Monteiro Aranha Group (core activity: real estate), BUNGE Group (core activity: agribusiness), NEXANS Brasil S/A (core activity: development of cabling and

systems), the Board of Trustees of the Brazilian Center for International Relations (CEBRI/Rio), Member of the Academy of Sciences of Russia, Member of the World Business Council for

Sustainable Development, Member of the Board of Directors of IBIO–Atlantic Bio Institute, Member of the Board of Directors of Lorinvest-Gestão de Recursos Ltda. and Honorary President of the

Notable Group-Brazil-Japan.

b. Eliezer Batista da Silva declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result

of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any


Ricardo Luiz de Souza Ramos - 804.112.237-04

a. Ricardo Luiz de Souza Ramos holds a Bachelor’s degree in Mechanical Engineering from Gama Filho University and a Master’s degree in Business Administration from COPPEAD. He is

currently a member of the Board of Directors of ENEVA S.A. (since 2012). In addition, he currently holds the position of Credit Area Superintendent at the BNDES, as well as Superintendent for

Social Infrastructure. He served as Priorities Departmental Head at BNDES (2006-2008), Aircraft Exports Finance Manager (2005-2006), Executive Manager of the Information Technology

Investment Department (2003-2004), Export Manager - Aircraft and Engineering Services Export Finance Transactions (2001-2003), Investment Analysis in the metallurgy, commerce and services

sectors (1997-2000) and industrial area engineer (1993-1997).

b. Ricardo Luiz de Souza Ramos declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as

a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in

any professional or commercial activities.

Stein Dale - Passport No. 28605707

a. Stein Dale is a graduate of the Defense Language Institute-Norwegian Armed Forces, with a Master’s degree in General Business from the Norwegian School of Management (BI), and

specialization from IMD – Orchestrating Winning Performance (OWP) in Lausanne, Switzerland and Harvard Business School – Advanced Management Program (AMP), USA. He is currently

CEO of E.On International Energy (core activity: power generation) (since 2012). He was CEO of Multiconsult AS (core activity: engineering consultancy services) (2011-2012), Executive Vice

President and CFO of Statkraft (2002-2011), Executive Vice President of Enitel ASA (core activity: telecommunications) (2000-2001), Executive Vice President of Telia Norge AS (1994-2000). He

also served as member of the Board of Directors of Multiconsult AS (2011-2012), SN Power (2005-2010), and from 2009 to 2012 was Chairman of the Board of Directors, E.On Sweden (2005-

2009) and Fjordkraft (2004-2006). He was also Chairman of the Board of Directors of Statkrafet Treasury Centre Belgium (2008-2011) and of BKK (2007-2010).

b. Stein Dale declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of



275



Shareholder


Jørgen Kildahl - Passport No. 25045060

a. Jørgen Kildahl graduated from the Norwegian School of Economics and Business Administration, with a master’s degree (MSc) in Science in Economics and Business Administration (MBA) and

in Finance, both from the Norwegian Schoold of Economics and Business Administration. He also specialized at the Harvard Business School – Advanced Management Program (AMP). He is

currently a member of the Executive Board of E.ON AG, in Düsseldorf, Germany (core activity: power generation) (since 2010). He was a manager at International Fund Management Ltd. (core

activity: investment in assets) (1988-1991) and Consulting Partner in Public Relations for the Geelmuyden.Kiese Group, Oslo, Norway (core activity: consultancy) (1991-1999). He was also

Executive Vice President of Statkraft Markets SF (core activity: power generation) (1999-2001) and Executive Vice President of Statkraft AS (core activity: power generation), in the Market and

Commercial Operations areas in Europe and Power Generation and Market in Europe (2001-2010).

b. Jørgen Kildahl declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of



Keith Plowman - Passport No. 801463073

a. Keith Plowman is a graduate of UWIST in engineering (1980), with an MBA from Aston University. He is currently Head of Operations at E.ON International Energy (core activity: power

generation) (since September/2011). Previously he was a Director of Steam Germany and Fleet Management Steam (core activity: power generation) (2010-2011). He was a member of the

Executive Board of E.ON Kraftwerke GmbH (core activity: power generation) (2008-2009), Development and Construction Director and Power Generation Director at Eon UK Ltd (core activity:

power generation)(2004-2007), Superintendent General of CHP Ltd. (core activity: power generation) (2002-2004), Sales Superintendent of CHP Ltd. (core activity: power generation (1998-2002),

and Engineering Superindendent of CHP Ltd (core activity: power generation) (1991-1997).

b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of



276

12.7 - Composition of the statutory committees and the audit, finance and compensation committees

Name Committee type Position held Profession Date elected Term of office

INDIVIDUAL TAXPAYER CARD (CPF)

NO.

Description of other

committees

description of other positions held Age Date of investiture

Other positions/ functions held at the issuer Professional background/Declaration of convictions

Keith Plowman


Audit Committee President of the Committee Engineer

55

June 13, 2013

June 13, 2013

1 year

Member of the Board of Directors (Permanent). a. Keith Plowman is an Engineering graduate from UWIST (1980) and holds an MBA from Aston University. He is currently a Chief Operating Officer of E. ON International Energy (core activity: power generation) (since September 2011). He was previously a Director of Steam Germany and of Fleet Management Steam (core activity: power generation) (2010-2011). He was a member of the Board of Directors of E. ON Kraftwerke GmbH (core activity: power generation), Development & Construction Director and Energy Generation Director of Eon UK Ltd (core activity: power generation) (2004-2007), and also held the following positions in CHP Ltd. (core activity: power generation): Engineering Superintendent 1991-1997, Sales Superintendent (1998-2002) and Superintendent General (2002-2004).

b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Eduardo Karrer

794.312.677-72

Audit Committee Member of the Committee (Permanent) Engineer

52

June 13, 2013

June 13, 2013

1 year

CEO / Investor Relations Director


Member of the Financial, Investment and Control Committee

a. Eduardo Karrer is a Civil Engineering graduate from the UERJ, holds an MBA in Public Administration from PUC-RJ and attended Leadership Development programs at Rice University and General Management at SMU-Cox. He is currently a member of the Board of Directors of OGX Petróleo e Gás Participações S.A. (core activity: oil and gas) (since 2010), LLX Minas-Rio Logística Exportadora S.A. (core activity: port construction and operation) (2011) and CCX Carvão da Colômbia S.A. (core activity: extraction and sale of mineral coal) (since 2012). Additionally, he currently holds the position of CEO of ENEVA S.A. (since 2007). He held the position of Supervising Officer at Companhia Rio Polímeros S.A. (2007), Chief Executive Officer (2002/2007) and Vice President of Operations and New Ventures for South America (2001-2002) at El Paso Brasil Ltda. (core activity: power generation). He also held the position of General Manager of International Marketing at Petrobras S.A. (core activity: oil and gas) (2000). At Petrobras Distribuidora S.A., he held the position of Executive Manager for International Markets (1999), Executive Manager for Aviation Products (1998) and Executive Manager of the Gas and Energy Division (1997). He also held the position of General Manager - Marlim Field Development (1996) and Project Manager – Barracuda and Albacora Fields Projects (1992-1995) at Petrobras S.A. He was a Project Manager at Petrobras America Inc. (1990-1991), engineer of the Production Engineering Division at Petrobras S.A. (1986-1989) and project manager at Construtora Rabello (1984-1985).

b. Eduardo Karrer declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in

277

Name Committee type Position held Profession Date elected Term of office

INDIVIDUAL TAXPAYER CARD (CPF)

NO.

Description of other

committees

description of other positions held Age Date of investiture

Other positions/ functions held at the issuer Professional background/Declaration of convictions

any professional or commercial activities.

Frank Possmeier

Passport No. 801463073 (SIC)

Audit Committee Member of the Committee (Permanent) Administrator (Designated)

55

June 13, 2013

June 13, 2013

1 year



a. Frank Possmeier is a Business Administration and Economics graduate and holds a PhD in Administration and Economics. Frank was a member of the Board of Directors of E.ON International Energy (core activity: energy generation) (November 2010) and previously held the position of Senior Vice President and Global Consolidation and Acquisition Officer of E.ON Group (core activity: energy generation) (3 years), in which he was responsible for the group’s acquisition and divestiture.

b. Frank Possmeier declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Jørgen Kildahl


Human Resources Committee Member of the Committee (Permanent)

Economist

50

June 13, 2013

June 13, 2013

1 year

President of the Boar of Directors a. Jørgen Kildahl is a graduate from the Norwegian School of Economics and Business Administration, holds a Master of Science in Economics and Business Administration (MSc) and an MBA in Finance from the same school. He also specialized in Harvard Business School’s Advance Management Program (AMP), USA. He is currently a member of the Board of Directors of E.ON AG, in Düsseldorf, Germany (Core activity: electricity generation) (since 2010). He was a manager at International Fund Management Ltd. (core activity: investment in assets) (1988-1991) and Public Relations Consulting Partner of the Geelmuyden.Kiese Group, Oslo, Norway (Core activity: consultancy). He was also Deputy CEO of Statkraft Markets SF (Core activity: electricity generation) (1999-2001) and Statkraft AS (Core activity: electricity generation), in the areas of Market and Commercial Operations in Europe and Energy Generation and Market in Europe (2001-2010). He also acted as a

b. Jørgen Kildahl declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or

to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the

judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or

commercial activities.

Eduardo Karrer

794.312.677-72

Human Resources Committee Member of the Committee (Permanent) Engineer

52

June 13, 2013

June 13, 2013

1 year

278





b. Eduardo Karrer declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Frank Possmeier


Human Resources Committee

Member of the Committee (Permanent) Administrator

55

June 13, 2013

June 13, 2013

1 year





Stein Dale


Financial, Investment and

Control Committee

President of the Committee Administrator

49

June 13, 2013

June 13, 2013

1 year

Member of the Board of Directors (Permanent)

a. Stein Dale is a graduate of the Defense Language Institute-Norwegian Armed Forces, with a Master’s degree in General Business

from the Norwegian School of Management (BI), and specialization from IMD – Orchestrating Winning Performance (OWP) in

Lausanne, Switzerland and Harvard Business School – Advanced Management Program (AMP), USA. He is currently CEO of E.On

International Energy (core activity: power generation) (since 2012). He was CEO of Multiconsult AS (core activity: engineering

consultancy services) (2011-2012), Executive Vice President and CFO of Statkraft (2002-2011), Executive Vice President of Enitel

ASA (core activity: telecommunications) (2000-2001), Executive Vice President of Telia Norge AS (1994-2000). He also served as

member of the Board of Directors of Multiconsult AS (2011-2012), SN Power (2005-2010), and from 2009 to 2012 was Chairman of

the Board of Directors, E.On Sweden (2005-2009) and Fjordkraft (2004-2006). He was also Chairman of the Board of Directors of

279

Statkrafet Treasury Centre Belgium (2008-2011) and of BKK (2007-2010).

b. Stein Dale declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Eduardo Karrer

794.312.677-72 Financial, Investment and

Control Committee

President of the Committee Engineer

52

June 13, 2013

June 13, 2013

1 year





b. Eduardo Karrer declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.

Frank Possmeier


Financial, Investment and

Control Committee

Member of the Committee (Permanent) Administrator

55

June 13, 2013

June 13, 2013

1 year





280

12.9 - Existing marital relationship, common-law marriage, or family relationship up to 2nd

degree relating to managers of the

issuer, subsidiaries and controlling shareholders.

There are no marital relationship, common-law marriage, or family relationship up to 2nd degree relating to managers of the issuer, subsidiaries and controlling shareholders.

281

12.10 - Relationships of subordination, rendering of services or control between managers and subsidiaries, controlling

shareholders and other:

There are no relationships of subordination, rendering of services or control between managers and subsidiaries, controlling

shareholders and other

282

12.11 - Agreements, including insurance policies, for payment or

reimbursement of expenses incurred by management

The company has civil liability insurance policies for its management (members of

the Board of Directors, the Executive Board and committees) and members of the

Fiscal Council, if installed, issued by renowned insurance companies, which aim

to ensure the payment of financial losses arising from claims made against the

insured in accordance with the conditions laid down set out in the contract, by

virtue of harmful acts for which they are held accountable, provided that they have

acted within their capacity as a manager. The premium on this policy is R$1,2

million and the maximum guarantee limit R$300 million, which is considered by

management as sufficient to cover any claims, considering the nature of the

company’s activity.

283


Appointment of Frank Possmeier to the Company’s Executive Board

At the Board Meeting on June 13, 2013, the Company deliberated and approved

the appointment of Mr. Frank Possmeier to the position of Executive Vice

President of the Company. However, the election, investiture and taking of office

of Mr. Frank Possmeier will only be formalized as and when he is granted a

permanent visa and is authorized to hold the position of Executive Vice President

of the Company by the competent authorities, including the General Coordinator

of Immigration of the Ministry of Labor and Employment. For this reason, the

election was approved of Mr. Alexandre Americano Holanda e Silva to the position

of Executive Vice President of the Company until authorization is obtained from

the Ministry of Labor, as well as the election, investiture and taking of office of Mr.

Frank Possmeier after deliberation and by means of the proper instrument.

Moreover, until the election, investiture and taking of office of Mr. Frank Possmeier

will only be formalized (i) any decision by the executive committee of ENEVA or by

(any) member(s) of the executive committee of ENEVA are subject to a joint prior

approval by Mr. Eduardo Karrer and Mr. Frank Possmeier; and (ii) it may be

granted powers to Mr. Frank Possmeier in order to (jointly) represent ENEVA.

General Meetings

Regarding the Company’s General Meetings held over the last three years, we

present below (i) The date the meetings were held; (ii) any cases of second call;

and (iii) quorum:

Event Date Quorum

Annual General Meeting 4/30/2010 75.70%

Special General Meeting 9/28/2010 77.10%










284


Management Positions

In compliance with Item 4.5 of the Novo Mercado Rules, we present below the

positions currently held by the members of the company’s Board of Directors on

the Board of Directors, the fiscal council, the committees and the executive bodies

of other companies or entities:

Mr. Eliezer Batista da Silva:

Honorary Chairman of the Board of Directors of MMX Mineração e

Metálicos S.A.

Deputy Chairman of the Board of Directors of OSX Brasil S.A.

Member of the Board of Directors of CCX Carvão da Colômbia S.A.

Deputy Chairman of the Board of Directors of OGX Petróleo e Gás


Honorary Chairman of the Board of Directors of LLX Logística S.A.

Corporate governance practices adopted by our company

IBGC defines corporate governance as the system by which companies are

managed and monitored, involving relationships between their shareholders,

board of directors, management, auditors and fiscal council. This practice is

based on the following basic principles: (i) transparency; (ii) fairness; (iii)

accountability; and (iv) corporate responsibility.

The principle of transparency requires management to cultivate the desire to

disclose not only financial performance but also all other factors (even intangible

ones) that guide business activities. Fairness means fair and equal treatment of

all minority groups, employees, customers, suppliers or creditors. Accountability

refers to corporate governance agents being accountable to those who elected

them, with full responsibility for all acts practiced. Finally, corporate responsibility

is a broader view of business strategy that incorporates social and environmental

considerations in the definition of business and operations.

From IBGC’s recommended Corporate Governance Best Practices Code, we

have adopted the following:

share capital is divided into ordinary shares only, so all shareholders have

voting rights;

maintenance and dissemination of records containing the number of shares

285

of each member, identifying them by name;

offers for shares resulting in the transfer of corporate control must be

applicable to all members and not just those of the controlling block. All

shareholders must be able to sell their shares on the same conditions.

Share prices in any transfer of control must be transparent. Tag-along rights

apply in the event of the entire controlling block being sold, in which case a

public offering must be made to all shareholders on the same conditions;

independent auditors must be engaged to analyze their balance sheets and

financial statements;

statutory provision for a fiscal council (conselho fiscal);

bylaws to clearly state (a) the means of convening general meetings, and

(b) the means of elect or remove members of the board of directors and the

executive board, and the term of office;

transparent disclosure in management’s annual reports;

free access to company information and facilities for members of the board

of directors;

any conflicts that may arise between the company, its shareholders,

managers and members of the fiscal council to be settled by arbitration;

the shareholders’ general meeting empowered to discuss and decide on:

(a) increasing or decreasing share capital and other amendments to

bylaws; (b) election or removal of members of the board directors or fiscal

council at any time; (c) be given management accounts and vote financial

statements annually; and (d) any conversion, merger, split, dissolution or

liquidation; and

choice of general meeting location in order to facilitate attendance of all

members or their representatives.

Novo Mercado

In 2000, BM&FBOVESPA introduced three trading segments with different levels

of corporate governance practices, known as Level 1, Level 2 and Novo Mercado,

with the aim of encouraging companies to follow best practices for corporate

governance and adopt levels of disclosure higher than those legally required.

These listing segments are meant for trading shares issued by companies

voluntarily committing to corporate governance practices and disclosure

requirements to higher standards than those legally required in Brazil. In general,

these rules add to shareholders’ rights and enhance the quality of information

provided for them. The Novo Mercado is the most rigorous of the three segments

286

and requires the highest level of corporate governance practices.

Companies listed in the Novo Mercado segment voluntarily submit to certain rules

that are stricter than those required under Brazilian legislation, such as (i) issuing

only common shares; (ii) maintaining at least 25% of company shares

outstanding; (iii) quarterly reporting with more detail and information; and (iv)

providing annual financial statements in English, consolidated or individual, or, if

not preparing consolidated financial statements, together with management’s

report or comments on performance and an independent auditor opinion or

special report, pursuant to Brazilian legislation. To adhere to the Novo Mercado

segment, a company must sign an agreement with its controlling shareholders

and BM&FBOVESPA, and amend its bylaws to comply with Novo Mercado rules.

Its management must sign a declaration of acceptance assuming responsibility for

submitting to, and acting in accordance with, the Novo Mercado participation

agreement, listing rules, and regulations covering sanctions and arbitration.

On signing these agreements, companies must adopt Novo Mercado standards

and practices. Novo Mercado rules aim to provide transparency for the market in

relation to a company’s activities and economic situation, assuring greater powers

for minority shareholders to participate in management, among other rights. The

principal Novo Mercado rules that we shall be bound by are briefly described

below.

The Company’s common shares are admitted to trading on BM&FBOVESPA’s

Novo Mercado segment.

Authorization to trade on Novo Mercado

Firstly, a company wishing to list its securities on Novo Mercado must obtain

publicly listed registration with the CVM, and update the latter. Among other

conditions, the company must sign a Novo Mercado participation agreement and

adapt its bylaws to comply with minimum conditions required by BM&FBOVESPA.

Its capital structure must be exclusively divided into common shares and shares

representing at least 25% of share capital must be maintained in circulation.

Companies listed on the Novo Mercado segment are not allowed to issue

participation certificates (or keep them in circulation).

The board of directors of authorized companies that have their shares traded on

the Novo Mercado must consist of at least five members elected by a general

meeting, all of whom are elected together for a maximum of two years, with

reelection being permitted. At least 20% of the members of the board of directors

must be independent directors.

All new members of the board of directors and executive board must sign a

statement of acceptance as a condition for taking office. Through the statement of

287

acceptance, new managers are personally responsible for acting in accordance

with the Novo Mercado participation agreement, listing rules, and regulations

covering sanctions and arbitration.

Other Novo Mercado characteristics

Among other requirements for Novo Mercado listed companies, we would

highlight the following: (i) the obligation to make public offerings of shares under

certain circumstances, such as canceling registration for trading on the Novo

Mercado; (ii) any public distribution of shares must favor dispersed share

ownership; (iii) in the event of selling or transferring control of the company, the

same conditions obtained by the controlling block must be extended to all

shareholders; (iv) full disclosure of related party transactions; and (v) the

Company, its shareholders, directors and members of the fiscal council must be

bound by BM & FBOVESPA Arbitration Rules for settling any disputes that may

arise between them, related to or arising from the application, validity, efficacy,

interpretation, violation and its effects, of the Law of Corporations, the company’s

bylaws, rules issued by the CNM, Central Bank and CVM, and other rules

applicable to the securities market in general, in addition to those stated in Novo

Mercado rules governing listing, arbitration and sanctions, and the Novo Mercado

participation agreement.

Additionally, pursuant to CMN Resolution 3456/2007, which established new rules

for closed private pension entities investing their funds, shares issued by

companies that adopt differentiated corporate governance practices, such as

those whose securities are admitted to trading in the Novo Mercado special

segment, or whose listing classification is Level 1 or Level 2 in accordance with

rules and regulations issued by BM & FBOVESPA, may be held in larger

proportions of the investment portfolios of such pension funds. Since said

Resolution was enacted, shares of companies adopting corporate governance

practices have become an important and attractive investment for closed private

pension entities, which are major investors in the Brazilian capital market. This

fact may drive the development of the Novo Mercado and benefit companies

whose securities are traded there.

The Company’s shareholders enjoy all rights and guarantees provided by Novo

Mercado rules, as reflected in the Company’s bylaws.

288

13.1 - Description of compensation policy or practice, including non-statutory

board members

(a) Objectives of compensation policy or practice

Our compensation strategy is in line with the market’s best practices and

designed to ensure our competitiveness in relation to our key rivals and majors

operating in Brazil. The main objective is to reward professionals for their

performance ensuring the company evolves as per the strategic planning we have

defined and in alignment with short-, medium- and long-term shareholder returns.

We thus encourage improved management and attract, motivate and retain highly

qualified executives, aligning their interests with those of shareholders.

(b) compensation - breakdown

(i) description of components of compensation and their objectives

Management’s compensation policy consists of (i) a fixed component, the

maximum amount being set annually by general meetings. Depending on the

case, it may include direct or indirect benefits; (ii) a variable component; and (iii) a

share based component - stock options - to purchase or subscribe our shares

(“Stock Options”). Each body will have compensation broken down as described

in the items below.

All these components of compensation are intended to enhance teams’

performance, attract highly qualified professionals for our management, and retain

them.

Board of directors

Fixed compensation

As of May 2012, as decided by the 2012 annual general meeting, members of the

board of directors have been entitled to fixed monthly compensation (fees) with

the purpose of recognizing and reflecting the value of the position internally and

externally, as well as the individual performance, experience, background and

seniority of the directors.

Variable compensation

Short term

Until April 2012, the short-term remuneration of the Board of Directors was paid

upon attendance of board meetings.

289

Long term - Compensation based on company shares

Share-based compensation through options to buy or subscribe company shares,

which may be granted in two ways:

(i)Through the “Controller Plan”, i.e. options granted by the Controlling Shareholder with its

own shares, therefore not involving any issue of new shares and consequently not causing

dilution of other shareholders’ equity. These options are granted in favor of certain members of

the executive board and board of directors of the company and other companies controlled by

the Controlling Shareholder (OGX, MMX, LLX, OSX and CCX).

(ii)Through annual stock option plans (“Company Plans”), under the “program

granting options to buy or subscribe the company’s common shares”, the latest

amendment and consolidation of which was voted at the general meeting held

on January 26, 2012 (“Program”).

Both the Company Program and the Controlling Shareholder Plan incentivize

directors, officers and key employees and staff to conduct our business

successfully, encourage entrepreneurial and results-oriented culture, and align our

management’s interests with those of our shareholders.

For more information, see item 13.4 of the Reference Form.

Statutory and non-statutory officers

Fixed compensation

Management’s fixed monthly compensation is determined in accordance with the

responsibilities of each position and in line with best market practices. When

appropriate, this compensation may be supplemented by direct or indirect benefits

as follows: medical assistance, dental assistance, life insurance, supplementary

life insurance, meal voucher and food voucher. Fixed compensation is intended to

compensate directors/officers for their work in accordance with their activity and

seniority.


Short term

Management’s short-term variable compensation consists of an annual amount

based on the extent to which company targets are reached. Its aim is to provide

compensation for results reached by management in accordance with their

performance and returns earned for our company.

Long term - Compensation based on company shares

Share-based compensation through options to buy or subscribe company shares

(“Stock Options”), which may be granted by the Controlling Shareholder or

Company Plan in the ambit of our company stock option plan as described above.

290

The Company’s Program and the Controlling Shareholder’s Plan aim at

stimulating Managers, key employees and staff to conduct our business

successfully, encouraging an entrepreneurial and results-oriented culture, and

aligning Management’s interests with those of our shareholders.

For more information, see Section 13.4 of the Reference Form.

Fiscal Council

Fixed compensation

Our fiscal council is not permanent, therefore fiscal council members, when

installed, will receive fixed monthly payments (fees) equivalent to 10% of the

average assigned to management pursuant to Law 6404/76.

Audit Committee

Fixed compensation

Audit Committee member compensation consists of a fixed monthly amount (fee)

that reflects responsibilities assumed, time devoted to company business and the

professional competence of its members. It is intended to compensate the results

achieved according to their performance and the return for the Company.

(ii) what is each component’s proportion of total compensation

Each component’s proportion of total compensation in FY 201 was as follows:

Board of

directors Management

Audit

Committee Fiscal Council

Fixed compensation

Salary or pro-labore fees 5% 18% 100% 100%

Benefits 0% 1% 0% 0%

Others 2% 3% 0% 0%

Variable compensation - - - -

Share-based compensation

Controlling Shareholder Plan 1 86% 78% 0% 0%

Company Program 4% 0% 0% 0%

Total 100% 100% 100% 100%

(iii) methodology used for calculation and adjustment of each component

of compensation

Management compensation is benchmarked against market practices, taking into

account the practices used by peer companies with similar size and

291

characteristics, as well as internal references, which are analyzed on a regular

basis. In the case of the executive board, it is also based on merit and

international competitiveness.

There is no specific methodology for adjustment each of the components of

compensation.

(iv) reasons for composition of compensation

The composition of compensation aims to reflect the responsibility involved in

each position, while maintaining competitiveness in the market. With the use of

various components of compensation and compensation for members of the

board of directors and executive board being largely through stock options (under

the Controlling Shareholders’ Plan and the Company Program), we aim to

encourage improved management, and to attract and retain managers while

aligning their interests with those of shareholders’ by sharing risks in long-term

incentives.

(c) Key performance indicators taken into account to determine each

component of compensation

To determine fixed and variable compensation for executive board members, we

uses market surveys as benchmarks, as well as merit and the extent to which

company targets are met. Compensation of members of the board of directors and

committees is also based on market parameters. Performance is not monitored by

indicators. In relation to share -based compensation (stock options), management

compensation reflects the performance and evolution of the value of our

company’s shares.

(d) How compensation is structured to reflect the evolution of

performance indicators

Compensation is determined from market surveys to define amounts and takes

into account responsibilities, time spent on duties, competence and professional

reputation.

Share-based compensation for our company’s management is directly linked to

share price, which in turn reflects our company’s performance.

(e) How compensation policy or practice aligns with issuer’s short-,

medium- and long-term interests

Fixed and variable compensation together with share-based compensation aim to

encourage better management, and to attract and retain managers, seeking gains

through commitment to short and medium-term results.

292

In addition, stock options give beneficiaries an opportunity to become company

shareholders and encourage them to work to optimizing all aspects that may add

to the company’s value on a long-term sustainable basis.

(f) Existence of compensation supported by directly or indirectly

controlled subsidiaries

The stock option plan granted by the controlling shareholder in favor of certain

members of management (“Controlling Shareholder Plan”), as mentioned

above, grants stock options issued by ENEVA.

For more information, see item 13.4 of the Reference Form.

(g) Existence of any compensation or benefit related to the occurrence of

certain corporate events, such as transfer of control of the issuer

Not applicable, since there is no component of management compensation

related to corporate events.

293

13.2 - Total compensation of the board of directors, statutory officers and fiscal

council

Total compensation stipulated for the current fiscal year (2013) - Annual Amounts

Board of directors Statutory officers Fiscal Council Total

No. of members 12.00 5.00 17.00

Fixed annual compensation - - -

Salary or withdrawal 520,800.00 4,591,213.20 5,112,013.20

Direct and indirect benefits - 192,149.23 192,149.23

Attending committees 195,300.00 - 195,300.00

Other - 918,242.64 918,242.64

Description of other fixed

compensation items

No payment of INSS

(social security)

Social security

contributions (INSS)

-

Variable compensation - - -

Bonus - - -

Profit sharing - - -

Share in meetings - - -

Commission - - -

Other -

Description of other variable

compensation items -

Post-employment - - -

Leaving position - - -

Based on shares 6,216,161.54 18,672,647.84 - 24,888,809.37

Note Estimate using the total

number of options

exercised in 2012 and

exercise price or 2012.

Estimate using the total

number of options

exercised in 2012 and

exercise price or 2012.

-

Total compensation 6,932,261.54 24,374,252.91 31,306,514.45

Total compensation in period ended 12/31/2012 - Annual Amounts


No. of members 11.50 5.00 3.00 19.50

Fixed annual compensation

Salary or withdrawal 355,000.00 4,180,276.66 89,402.00 4,624,678.66

Direct and indirect benefits - 177.096,06 177,096.06

Attending committees 165,000.00 - - 165,000.00

Other - 834,473.39 - 834,473.39


compensation items No payment of INSS

(social security) Social security

contributions (INSS) No payment of INSS

(social security) -

294



Variable compensation - - - -

Bonus - - - -

Profit sharing

Attending meetings 195,000.00 - - 195,000.00

Commission -

Other -


compensation items No payment of INSS

(social security) - - -

Post-employment - - - -

Leaving position - - - -

Based on shares 6,216,161.54 18,672,647.84 - 24,888,809.37

Note Taking the total number of options exercised in 2012, under both the company’s program and the parent’s plans.

Taking the total number of options exercised in 2012, under both the company’s program and the parent’s plans.


Total compensation 6,931,161.54 23,864,493.95 89,402,00 30,885,057.48



No. of members 8.92 5.00 3.00 16.92


Salary or withdrawal 0.00 3,807,761.82 69.748,00 3,877,509.82

Direct and indirect benefits 0.00 173,292.35 0.00 173,292.35

Attending committees 120,000.00 0.00 0.00 120,000.00

Other 0.00 761,552.43 0.00 761,552.43


compensation items

No payment of INSS

(social security)

No payment of INSS

(social security)

No payment of INSS

(social security)


Bonus 0.00 0.00 0.00 0.00

Profit sharing 0.00 0.00 0.00 0.00

Attending meetings 395,000.00 0.00 0.00 395,000.00

Commission 0.00 0.00 0.00 0.00

Other 0.00 0.00 0.00 0.00


compensation items

N/A

Post-employment 0.00 0.00 0.00 0.00

Leaving position 0.00 0.00 0.00 0.00

Based on shares 9,378,841.05 27,500,757.20 0.00 36,879,598.25

Note Taking the total number of options exercised in

Taking the total number of options exercised in

295



2011, under both the company’s program and the parent’s plans.

2011, under both the company’s program and the parent’s plans.

Total compensation 9,893,841.05 32,243,363.80 69,748.00 42,206,952.85

Total compensation in the period ended 12/31/2010 - Annual Amounts


No. of members 8.92 5.67 14.58


Salary or withdrawal 0.00 2,812,410.30 3,515,512.88

Direct and indirect benefits 0.00 155,961.52 155,961.52

Attending committees 445,000.00 0.00 445,000.00

Other 0.00 703,102.58 0.00


compensation items

No payment of INSS

(social security)

No payment of INSS

(social security)


Bonus 0.00 0.00 0.00

Profit sharing 0.00 0.00 0.00

Attending meetings 0.00 0.00 0.00

Commission 0.00 0.00 0.00

Other 0.00 0.00 0.00


compensation items

Post-employment 0.00 0.00 0.00

Leaving position 0.00 0.00 0.00

Based on shares 17,152,743.50 27,501,473.20 44,654,216.70

Note Taking the total number of options exercised in 2010, under both the company’s program and the parent’s plans.


Total compensation 17,597,743.50 31,172,947.60 48,770,691.10

296

13.3 - Variable compensation of the board of directors, statutory officers, and

fiscal council

There was no variable compensation related to bonuses or participation in results

in the last three fiscal years for members of the board of directors or statutory

officers. For 201, there is no provision for payment of bonuses or profit sharing.

297

13.4 - Share-based compensation for the board of directors and statutory

officers

(a) General terms and conditions

Stock options granted by the controlling shareholder (“Controlling

Shareholder Plan”)

The Controlling Shareholder granted options to certain members of management

to purchase its shares and those of ENEVA and other companies controlled by the

Controlling Shareholder, namely MMX, LLX, OGX, OSX and CCX, which are not

recognized in result in accordance with accounting practices adopted in Brazil.

The stock options granted to these professionals may be exercised in the

proportion of 10% or 20% on each anniversary of their grant dates for periods of

up to 10 years, as stated in the corresponding individual grant contracts. Shares

acquired by exercising these options are subject to certain restrictions, including a

ban on sale of such shares within 36 months of signing the respective contracts.

Also note that these options refer to acquisition of shares held by the controlling

shareholder, so if they are exercised they will not require new shares to be issued

and therefore will not result in dilution of the equity of other company

shareholders.

Company Program to subscribe or purchase ENEVA shares (“Company

Program”):

The Extraordinary General Meeting held on November 26, 2007 approved a stock

option program consisting of grant of options to purchase or subscribe ENEVA

common shares for members of the board of directors, senior managers and other

Company employees, as well as those of other companies belonging to the

ENEVA Group. This program was altered and consolidated at general meetings

held on September 28, 2010, April 26, 2011 and January 26, 2012.

The latest consolidation of this program determines general guidelines to be

considered by our company’s management for options to purchase or subscribe

our company’s common shares granted to members of the Board of Directors,

executive board and employees, as well as those of other companies belonging to

the Group ENEVA . These guidelines state that:

(i) the total number of shares allocated to the program may not exceed 2% of

the total number of shares issued by our company, not including

authorized capital;

(ii) share value will be determined based on the market value of our shares

calculated as the simple average of their price over the 20 most recent trading

298

sessions, counted as of the date - inclusive- of the participant’s appointment, in

all cases taking the daily average price at close of trading (“Share Value “).

(iii)the price for subscribing or buying shares will be calculated based on the

percentage of share value stated in the Option Agreement and will never be

less than 40% or more than 100% of said value (“Subscription Price “); and

(iv) the responsibility for administering the program was delegated to the board

of directors

Therefore, the board of directors shall:

(v) decide issues of shares under the program (art. 168, § 1, “b” of the Law of

Corporations);

(vi) within the parameters of the program, define periodic plans (referred to in

this Reference Form as “Company Plans”);

(vii) proceed to make any alterations in relation to Company Plans currently in

place;

(viii) take any other steps required to manage the Company Program, as

long as they do not lead to its being altered; and

(ix) propose alterations to the Company Program to be submitted to the

approval of extraordinary general meetings.

The board of directors shall also decide on the opportunity and convenience of

implementing said periodic plans in each year of the program’s duration, or not

doing so. If implemented, plans must at least state: (a) their duration; (b) the

maximum number of options that may be granted under each plan; and (c)

whether or not the trading of shares acquired by the exercise of the options will be

blocked, and the period stipulated for this blocking.

On the recommendation of its president, the board of directors shall opportunely

discuss and decide: (a) proposed participants for each Plan; (b) the respective

quantities of stock options; (c) subscription or purchase prices; and (d) other

conditions for acquiring the right to exercise the options.

(b) Principal objectives of the plan

Both the Controlling Shareholder Plan and the Company Program have the

following objectives: (i) align management and shareholder interest, encourage

continuous improvement of management to boost our enterprise value and that of

companies under our direct or indirect control; and (ii) attract, motivate and retain

highly qualified executives to our staff and increase the attractiveness of the

Company and ENEVA Group companies.

299

(c) State how the plan contributes to these objectives

Both the Controlling Shareholder Plan and the Company Program enable their

beneficiaries to become our company’s shareholders, thus encouraging them to

work to optimize all aspects that may add to the value of our company on a

sustainable basis.

(d) How does the plan mesh with the issuer’s compensation policy

The Company’s compensation policy seeks to encourage the professional growth

of its managers, employees and service providers, and value their individual merit.

In this sense, the Stock Option Program is in line with the Company’s

compensation policy as it allows its managers, employees and service providers

to measure their variable compensation in accordance with their personal

performance through the granting of stock options based on that merit.

(e) How does the plan align the interests of the issuer’s management with

issuer short- medium- and long-term interests

Controlling Shareholder Plan and Company Plans stipulate the exercise of options

in annual proportions for a period of up to ten years, depending on the plan.

Therefore, management’s gains are linked to the performance of our shares until

the last period for exercising options, thus boosting management’s commitment to

our company’s short-, medium- and long-term performance.

(f) Maximum number of shares covered

Under the Company Program, beneficiaries may be granted options to purchase

shares up to the limit of 2% of the total number of shares issued by our company,

computing in this calculation all options already granted but not yet exercised.

The maximum number of shares that may be covered by the Controlling

Shareholder Plan is determined by the Controlling Shareholder itself, and does

not follow a pre-established criterion, since such plan does not involve issuing

new shares and therefore will not cause dilution of shares of other company

shareholders.

(g) Maximum number of options to be granted

Under the Company Program, beneficiaries may be granted options to purchase

shares up to the limit of 2% of the total number of shares issued by our company,

computing in this calculation all options already granted but not yet exercised.

The maximum number of shares that may be covered by the Controlling

Shareholder Plan is determined by the Controlling Shareholder itself, and does

not follow a pre-established criterion, since such plan does not involve issuing

300

new shares and therefore will not cause dilution of shares of other company

shareholders.

(h) Conditions for acquiring shares

Once a member of management has been granted options under the Controlling

Shareholder Plan or Company Program, he or she shall: (i) remain with the

company until the date on which each portion of options vests, saving exceptions

stipulated in paragraph 16 of the Program; (ii) state their wish to exercise portions

within the maximum period stipulated in the contract; and (iii) pay the exercise

price set for the shares.

(i) Criteria for determining acquisition or exercise price

Under the Company Program, the option exercise price will be determined based

on market value of the shares calculated by the simple average of the price of the

Company’s shares in the latest 20 trading days as of the share grant date for a

given employees of the company, in all cases taking closing prices of each trading

session. The purchase or exercise price of each share will never be less than

40% or more than 100% of the market value of the shares. Prices may also be

updated by IPCA inflation as announced by IBGE.

Under the Controlling Shareholder Plan, purchase or exercise is determined at the

discretion of the Controlling Shareholder.

(j) Criteria for determining exercise period

In the Company program, the maximum period for option exercise is stated in the

respective stock option contracts. This period shall not exceed one year as of

period of maturity of the last portion of options granted under the respective option

contract.

(k) Means of payment

Subscription or purchase of stock options granted under the Program and Plan,

as applicable, must be paid cash from the beneficiary’s own funds. The same

criteria apply to stock options granted by our controlling shareholder in favor of

executives.

For options granted under the Company Program, exceptionally, the Company’s

board of management may authorize Participants to pay a minimum portion

equivalent to 10% of total subscription price at the time of purchase, with the

remaining 90% to be paid within thirty days of the date of the first payment.

(I) Restrictions on transfer of shares

301

The Controlling Shareholder Plan does not allow trading in shares it has granted

for 36 months as of signing contracts.

Under the Company Plans, some contracts stipulate restriction on trading shares

within three years of signing the contract.

(m) Criteria and events that may lead to suspension, amendment or

termination of the plan

The occurrence of factors that cause severe alterations in the economic outlook

and compromise the Company’s financial condition may lead to modification or

termination of the Program, including in relation to plans already in place and

stock options already granted but not yet exercised. However, note that it is the

incumbency of extraordinary general meetings to approve, alter, suspend or

terminate the Company’s Stock Option Plan.

(n) Effects of manager’s leaving issuer on rights stipulated in share-

based compensation plan

In the Company Program, dismissal cases will be treated as follows:

Dismissal for cause or upon request: (a) unvested options will be cancelled; and

(b) vested options, which were not exercised yet, may no longer be exercised e

and will be equally cancelled.

Dismissal without cause: (a) unvested options will be cancelled; and (b) vested

options, which were not exercised yet, may be exercised, provided that the

conditions set forth in the respective Stock Options Agreement are complied with,

and it is hereby agreed that the maximum term for exercise the options may be

anticipated in this case, according to the resolution of the competent agency or as

set forth in the respective Stock Options Agreement.

Dismissal for retirement for length of service or age: (a) unvested options will be

cancelled; and (b) vested option, which were not exercised yet, may be exercised

within 90 days counted from the date of approval by the National Social Security

Institute (“INSS”) of the request for retirement for length of service or age.

Permanent disability retirement: (a) unvested options will be cancelled upon

termination of the employment agreement due to the granting of permanent

disability retirement, and the Company may establish otherwise in specific cases;

and (b) vested options, which were not exercised yet, may be exercised by the

disabled participant or his/her legal representative (curator) by presenting to the

Company the respective proof of granting of permanent disability retirement

issued by the INSS and respective termination of employment agreement within

302

180 days counted from the date of approval by the INSS of the request for

permanent disability retirement.

Dismissal for the Participant’s death: (a) unvested options will be cancelled after

the Participant’s death, and the Company may establish otherwise in specific

cases; and (b) vested options, which were not exercised yet, may be exercised by

the administrator, as duly defined in the regular probate proceeding, by presenting

to the Company the respective administrator’s commitment agreement, as

appointed by the competent court, within 180 days counted from the appointment

of the administrator by the court, or, in the event of extrajudicial probate

proceeding by the office of the notary public, it is hereby agreed that, if the

probate proceeding is not initiated within six months counted from the date of

death, the vested options will be also cancelled automatically.

With respect to the Controlling Plan, the dismissal of the manager implies the loss

of unvested options.

303

13.5 - Holdings in shares, units or other convertible securities held by

management and fiscal council members - by body

ENEVA LLX Shares MMX

Shares OGX Shares OSX Shares CCX Shares MMX EBX

Board of

directors 314,039,932

(1) 379,182,412 291,409,972 1,876,871,146 227,735,679 106,468,544 670,411,925 202,958,276

Management 2,941,360 - - 1 - 410,693 - -

Fiscal Council - - - - - - - -

(1) Corresponds to the sum of the number of shares presented to the Controlling Shareholder and the Board of Directors

in consolidated trading form for management and related parties referring to December 2012, made available via IPE

system on January 10, 2013.

304

13.6 - Share-based compensation for the board of directors and statutory

officers

Company’s stock option plan:

Share-based compensation estimated for the current financial year (2013)

Board of Directors Statutory Management

Number of members 04 -

Grant of stock options

Grant date 11/26/2007 -

Quantity of stock options granted 528,000 -

Final vesting date for options The options will be

exercised in the

proportion of 20% on

each of the first five

grant-date anniversaries

of the public offering held

on December 13 2007

-

Final date for exercising options 1 year after maturing -

Transfer restriction period none -

Weighted average price for period:

(a) Options outstanding at beginning of year 1.07 -

(b) Options forfeited during the period - -

(c) Options exercised during the period 1.07 -

(d) Options expired during the period - -

Fair value of options on grant date(1)

R$16.03 -

Potential dilution if all options granted were to be exercised 0.02% -

(1) The calculation of the fair value of options takes into account the total number of shares included in the

Company’s Stock Options Plan that may be subscribed or acquired in the proportion of 20% per year and in the

event of full option exercise.

Share-based

compensation –

financial year ended

12/31/2012

Management



Grant date 11/26/2007 -


Final vesting date for options Options will be

exercised in the

-

305

Share-based

compensation –

financial year ended

12/31/2012

Management


each of the first five

grant-date

anniversaries of the

public offering held on

December 13, 2007

Final date for exercising options 1 year after maturing

“Restricted period for sale or transfer of

shares”

none

Weighted average price for period2: - - - -

(a) Options outstanding at beginning of

year

1.01 -

(b) Options lost during the period - - - -

(c) Options exercised in the period - -

(d) Options expired in period - - - -


R$16.03 -

Potential dilution if all options granted were to

be exercised 0.02% -




Share-based compensation – financial year ended 12/31/2011




Grant Date 11/26/2007 -


Final vesting date for options Options will be exercised

in the proportion of 20%

on each of the first five



on December 13, 2007

-




306





(c) Options exercised in the period 0.96 -

(d) Options expired in the period - -


R$16.03 -









Grant Date 11/26/2007 -


Final vesting date for options Options will be exercised

in the proportion of 20%

on each of the first five



on December 13, 2007

-






(c) Options exercised in the period - -

(d) Options expired in the period - -


R$16.03 -


(1) The calculation of the fair value of options takes into accounts the total number of stocks included in the

Company’s Stock Option Plan, which might be subscribed or acquired in the proportion of 20% per year and in the


Parent company’s stock option plan

307

Share-based compensation for the current financial year (2013)

Board of Directors Board of Directors

Statutory

Management

Number of members 01 01 05


Grant date 04/28/2008 04/28/2008 04/28/2008

Quantity of stock options granted 1,295,940 2,885,400 17,312,640


exercised in the

proportion of 20%

on December 13 of

each year

Options will be

exercised in the


December 13 of each

year

Options will be

exercised in the

proportion of 10%

on December 13 of

each year

Final date for exercising options 1 year after maturing 1 year after maturing 1 year after

maturing

Transfer restriction period None None None



year

R$0.01 R$0.01 R$0.01

(b) Options forfeited during the period - - -

(c) Options exercised in the period R$0.01 R$0.01 R$0.01

(d) Options expired in the period - - -

Fair value of options on grant date) R$15.83 R$15.83 R$15.83

Potential dilution if all options granted

were to be exercised None None None

Share-based compensation – financial year

ended 12/31/2012

Board of directors Board of directors

Statutory

Management



Grant date 04/28/2008 04/28/2008 04/28/2008



exercised in the


December 13 of each

year

Options will be

exercised in the

proportion of 10%

on December 13 of

each year

Options will be

exercised in the

proportion of 10%

on December 13 of

each year

Final date for exercising options 1 year after maturing 1 year after maturing 1 year after maturing

Transfer restriction period none none none


(a) Options outstanding at beginning of year R$0.01 R$0.01 R$0.01


308

Share-based compensation – financial year

ended 12/31/2012

Board of directors Board of directors

Statutory

Management


(d) Options expired in period - -

Fair value of options on grant date R$15.83 R$15.83 R$15.83

Potential dilution if stock options granted

were exercised in the period none none

none

Share-based compensation – financial

year ended on 12/31/2011

Board of Directors

Board of Directors Statutory

Management



Grant date 04/28/2008 04/28/2008 04/28/2008



exercised in the


December 13 of each

year

Options will be

exercised in the


December 13 of each

year

Options will be

exercised in the


December 13 of each

year

Final date for exercising options 1 year after maturing 1 year after maturing 1 year after maturing




year

R$0.01 R$0.01 R$0.01



(d) Options expired in period -

Fair value of options on grant date

(R$’000)

R$15.83 R$15.83 R$15.83

Potential dilution if stock options granted

were exercised in the period none

none none

Share-based compensation – financial year ended on 12/31/2010


Statutory

Management


Stock Options Grant

Grant date 04/28/2008 04/28/2008 04/28/2008


309

Share-based compensation – financial year ended on 12/31/2010


Statutory

Management


exercised in the

proportion of 20%

on December 13 of

each year

Options will be

exercised in the


December 13 of each

year

Options will be

exercised in the

proportion of 10%

on December 13 of

each year

Final date for exercising options 1 year after maturing 1 year after maturing 1 year after

maturing




year

R$0.01 R$0.01 R$0.01


(c) Options exercised in the period

R$0.01 R$0.01 R$0.01

(d) Options expired in period - - -

Fair value of options on grant date (R$’000) R$15.83 R$15.83 R$15.83

Potential dilution if stock options granted were

exercised in the period none none none

310

13.7 - Details of outstanding options held by the board of directors and

statutory officers

Company’s stock option plan

Outstanding options at the year ended December 31, 2012

Year ended December 31, 2012

Board of directors

No. of members 4

Options yet to vest

Quantity -

Vesting date -

Final date for exercising options -

Transfer restriction period none

Weighted average price for period -

Fair value of options on last day of period R$0.00

Options vested

Quantity 84,480

Final date for exercising options 1 year after maturing

Transfer restriction period none

Weighted average price for period R$1.01

Fair value of options on last day of period R$10,14

Fair value of total options on last day of period R$856,627,20



No. of members 01 01 05

Options yet to vest

Quantity 0 1,442,700 8,656,320

Date becoming exercisable Options will be exercised in

the proportion of 20% on

December 13 of each year

Options will be exercised in

the proportion of 10% on

December 13 of each year

Options will be

exercised in the


December 13 of each

year


Final date for exercising options 1 year after vesting 1 year after vesting

Transfer restriction period - - -

Weighted average price for period R$0.01 R$0.01 R$0.01

311

Fair value of options on last day of

period

R$0.00 R$0.01 R$0.01

Exercisable options

Quantity 259,200 288,540 1,731,264

Final date for exercising options 12.13.2013 12.13.2013 12.13.2013

Transfer restriction period - - -

Weighted average price for period R$0.01 R$0.01 R$0.01

Fair value of options on last day of

period

R$11,14 R$11,14 R$11,14

Fair value of total options on last

day of period

2,887,448.00 3,228,762.60 19,372,844.16

312

13.8 - Options exercised and shares delivered in relation to share-based

compensation for the board of directors and statutory officers

Company’s stock option plan

Options exercised - Period ended 31/12/ 2012

Board of directors

Number of members 04

Options exercised

Number of shares 0


Difference between exercise price and share price for

options exercised R$0.00

Shares delivered

Number of shares 0



Board of directors


Options exercised

Number of shares 35,140



options exercised R$1,510,317.20

Shares delivered

Number of shares 0



Board of directors


Options exercised

Number of shares 0



options exercised R$0.00

Shares delivered

Number of shares 0


313



Board of


Number of members 02 05

Options exercised ENEVA ENEVA

Number of shares 547,740 1,731,240

Weighted average price

for period R$0.01 R$0.01

Difference between

exercise price and share

price for options

exercised R$6,101,823.60 R$19,286,013.60

Shares delivered

Number of shares 0 0


for period R$0.00 R$0.00


Board of



Options exercised ENEVA ENEVA MMX LLX

Number of shares 182,580 577,080 10,640 10,640


for period R$0.01 R$0.01 R$0.01 R$0.01

Difference between


price for options

exercised R$8,488,144.20 R$26,828,449.20 R$70,862.40 R$35,750.40

Shares delivered

Number of shares 0 0 0 0


for period R$0.00 R$0.00 R$0.00 R$0.00


Board of



Options exercised ENEVA MMX LLX

Number of shares 258,440 673,260 10,720 10,720


for period R$0.01 R$0.01 R$0.01 R$0.01

314


Board of


Difference between


price for options

exercised R$5,812,315.60 R$15,141,317.40 R$107,307.20 R$108,272.00

Shares delivered

Number of shares 0 0 0 0


for period R$0.00 R$0.00 R$0.00 R$0.00

315

13.9 - Information required to understand figures disclosed in items 13.6 to 13.8

- Pricing method for shares and options

(a) Pricing model

Company’s Program

To determine the fair value of the stock options program, the Merton (1973)

model, a variant of the Black & Scholes (1973) model, which takes into account

dividend payment, was used.

Controller Plan

To determine the fair value of the stock options program of the Company’s

Program, the Black & Scholes model was used.

(b) Data and assumptions used in the pricing model, including the

weighted average price of shares, exercise price, expected volatility, term of

the option, expected dividends and risk-free interest rate

Company’s Program

(i) Determination of expected volatility

The limited historical series of quotes of ENEVA shares on the stock exchange

does not guarantee a reliable projection of future volatility of prices from past data.

Therefore, the Electric Power Index-IEE, the first sector index released by

BM&FBOVESPA in August 1996, was used as a proxy. The sector indexes are

designed to provide a segmented view of the stock market behavior. The

definition of time window to estimate expected future volatility (that is, the extent

of the historical data series examined) was also maintained as equal to the T term

of the option to which it will be applied in the pricing.

(ii) Expected Dividend Rate

ENEVA has not distributed any amounts as dividends or interest on shareholders’

equity since its incorporation. Therefore, the hypothesis that dividends will not be

paid during the effectiveness of the stock options program was upheld.

(iii) Risk-Free Rate

Reference rates were used for adjustments of SWAP agreements with IPCA

coupon, disclosed by BM&FBOVESPA.

(iv) Program Abandonment Rate

316

There has been no record of abandonment by the executive officers participating

in the incentive program since its establishment.

Controller’s Plan

(i) Determination of expected volatility

To calculate share volatility, in those cases where there was no historical series of

share price, an approximation through average beta of similar companies was

used and applied to the Bovespa index.

The definition of time window to estimate expected future volatility (that is, the

extent of the historical data series examined) was also maintained as equal to the

T term of the option to which it will be applied in the pricing.

(ii) Expected Dividend Rate

As of the granting date, there was no estimated payment of dividends or interest

on shareholders’ equity. For this reason, the hypothesis that no dividends will be

paid during the effectiveness of the Company’s Program was taken into

consideration.

(iii) Risk-Free Rate

The risk-free interest rate was determined based on market projections.

(iv) Program Abandonment Rate

There has been no record of abandonment by the executive officers participating

in the incentive program since its establishment.

(c) Method and assumptions used to incorporate the effects expected

from early exercise

Company’ Program

The Company’s Program 1 sets forth that options granted under the Plan may be

exercised as follows: (i) 20% per year, at the end of years 1 to 5, counted from the

execution of the corresponding Stock Options Agreement, according to the terms

and conditions established by the Board of Directors and the terms and conditions

set forth in the Stock Options Agreements.

Options granted under the terms of the other Company’s Plans may be exercised

as follows: (i) 10% per year, at the end of years 1 to 4; (ii) 20% per year, at the

end of years 5 to 7, counted from execution of the corresponding Stock Options

Agreement, according to the terms and conditions established by the Board of

317

Directors and under the terms and conditions set forth in the Stock Options

Agreements.

Controller’s Plan

Options granted under the terms of the Plan may be exercised as follows: (i) 10%

per year, at the end of years 1 to 10, counted from the date of ENEVA ’s initial

public offering, December 13, 2007, according to the terms and conditions set

forth in the respective Stock Options Agreements.

For each of the Plans referred to above, the Company determined a period of time

in which the beneficiary may exercise the option. This period is one year, counted

from the date of maturity of the option. The Beneficiary may not exercise the

option before this period.

(d) Determination of expected volatility

It is calculated using continuous returns of historical quotation of MPXE3 stock.

(e) If any other characteristic of the option has been incorporated into the

measurement of its fair value

All characteristics of the option were mentioned in the previous items of this

Reference Form.

318

13.10 - Information on pension plans provided to members of the board of

directors and statutory officers

The Company does not provide a pension plan to its managers.

319

13.11 Maximum, minimum and average compensation of the board of directors, statutory board and fiscal council

Annual amounts

Statutory Executive Board Board of Directors Fiscal Council

12/31/2012 12/31/2011 12/31/2010 12/31/2012 12/31/2011 12/31/2010 12/31/2012 12/31/2011

No. of members 5.00 5.00 5.67 11.50 8.92 8.92 3.00 3.00

Amount of highest compensation (Reais)

7,629,278.95 10,447,471.83 10,154,436.92 3,112,107.97 4,567,588.20 6,854,183.20 29,800.67 23,249.00

Amount of lowest compensation (Reais)

4,011,040.97 5,403,586.68 5,218,405.88 70,000.00 151,623.37 51,000.00 29,800.67 23,249.00

Average amount of compensation (Reais)

4,772,898.79 6,448,672.76 5,497,874.36 705,102.90 1,109,175.01 1,972,841.20 29,800.67 23,249.00

Note

Statutory Executive Board

Board of Directors

12/31/2012 For the calculation, we excluded the three board members who waived the compensation. In this case, the number used was 9.83 members.

Fiscal Council

320

13.12 - Compensation and indemnification mechanisms for management in the

event of removal from office or retirement

The Company has no contractual arrangements, insurance policies or other

instruments for structuring compensation or indemnification mechanisms for the

managers in the event of removal from office or retirement.

321

13.13 - Percentage of total compensation held by management and members of

the fiscal council who are parties related to the controlling shareholders

2010 2011 2012

Board of Directors 89% 91% 91%

Statutory Executive Board 0% 32% 0%

Fiscal Council - - -

322

13.14 - Compensation of management and members of the fiscal council,

grouped by body, received for any reason other than the office they hold

There was no compensation payment to the Board of Directors or Executive

Board members for any reason other than the position they hold.

323

13.15 - Compensation of management and members of the fiscal council

recognized in income of controlling shareholders, whether direct or indirect,

companies under common control and subsidiaries of the issuer

MMX/LLX/

OGX/EBX/OSX (1)

MMX/LLX/

OGX/EBX/OSX (1)

MMX/LLX/

OGX/OSX/CCX/EBX

(1)

2010 2011 2012

Board of Directors 60,365,501.59 4,693,307 3,798,624

Executive Board - -

Fiscal Council - -

Other - -

(1) MMX Mineração e Metálicos S.A.

LLX Logística S.A.

OGX Petróleo e Gás Participações S.A.

OSX Brasil S.A.

EBX Investimentos Ltda.

CCX Carvão da Colômbia S.A.

324


Clarifications about item 13.2 of the Reference Form

The Company wishes to clarify that in notes 15 and 17 to the FiNANCIAL Statements of 2012 and 2011, respectively, the salary line refers to the sum total of commissions, direct and indirect benefits and social security contributions of the executive officers and directors of the Company and its subsidiaries. The difference between what is shown in this Reference Form and in the financial statements of the Company arises because the financial statements present the values assigned to the statutory and non-statutory managers of the Company and its subsidiaries, while item 13.2 of this Reference Form requires the submission of information concerning the Statutory Board only, as shown in the following table.

Ano Conselho de

AdministraçãoDiretoria Estatutária Conselho Fiscal

Total Formulário de

Referência

Demais Diretores da

Companhia e suas

controladas

Total das

Demonstrações

Financeiras

(A) (B) (C ) (A) + (B) + (C ) (D) (A) + (B) + (C ) + (D)

2010 445.000 3.671.474 - 4.116.474 1.537.961 5.654.436

2011 515.000 4.742.607 69.748 5.327.355 5.152.819 10.480.173

2012 715.000 5.191.846 89.402 5.996.248 3.702.157 9.698.405

Year

Board of directors

Statutory Board

Fiscal Council

Total Reference Form

Other Officers of the Company and its subsidiaries

Total Financial Statements

In the case of share-based compensation, it is important to point out that the

accounting practices adopted in Brazil and the IFRS, notably CPC 10 (R1) –

Share-based compensation (equivalent to IFRS 2), paragraph 12, require the

stock option granted to employees, board members and executives to be shown

at fair value, as disclosed by the Company in note 23 to its 2012 financial

statements, and in note 25, Share-based payment plan, to the 2011 financial

statements. In this note we showed two tables: the first containing the

accumulated position showing the fair value of all options not yet exercised by the

participants, and the second, showing the effect on income (expense) of the fair

value of the options ascertained for the period disclosed.

Also in the financial statements for 2012 and 2011 we presented information

regarding the accumulated position under liabilities, respectively in notes 15 and

17 – Related parties, item d.

Therefore in order to cross the information shown in the reference form, regarding

the stock options plans, we have to use the information in note 22, Share-based

payment plans, in the table showing the income (expense) position ascertained in

the period. The amounts shown in the table differ from those in the reference form

325

because the Company’s financial statements show the amounts allocated to all

company employees (including members of the Board of Directors), while the

reference form shows only the amounts allocated to the members of the Board of

Directors and the Statutory Executive Board. The amounts below are shown in

millions of R$.

Conselho de

Administração

Diretoria

Estatutária

Total Formulário

de Referência

Demais

Colaboradores

Total

Demonstrações

Financeiras

(A) (B) (A)+(B) (C) (A)+(B)+(C)

2012 6,216 18,673 24,889 22,390 47,279

2011 9,379 27,501 36,880 13,894 50,774

2010 17,153 27,501 44,654 (44,654) 64,821 Board of Directors Statutory Board Total Reference Form Other employees Total Financial Statements

This notwithstanding, the Company agrees to inform in future disclosures, in the note on related parties, that the balances shown refer to the accumulated liability position of the fair values calculated on the options granted.

326

14.1 - Description of human resources

(a) Number of employees (total, by groups based on the activity

performed and by geographic location)

The table below shows the number of Company employees by administrative and

operational positions.

On December 31,

2010 2011 2012 03/31/2013

Administrative 148 119 159 165

Operational 237 461 490 482

Total 385 580 649 647

The table below shows the number of Company employees by geographic

location of our industrial complexes.

Location 2010 2011 2012 03/31/2013

AMAPARI ENERGIA S/A Amapá 29 30 36 34

MPX COMERCIALIZADORA COMBUSTIVEIS LTDA.

Rio de Janeiro - 3 3 3

MPX COMERCIALIZADORA DE ENERGIA LTDA. Rio de Janeiro - 6 10 10

ENEVA SA Rio de Janeiro 112 119 88 87

MPX EON PARTICIPAÇÕES Rio de Janeiro - - 58 65

MPX PECÉM II E TRANSPORTADORA MINERIOS Ceará 14 21 31 29

MPX TAUA ENERGIA SOLAR LTDA. Ceará - 2 2 1

PORTO DO PECÉM GERAÇÃO DE ENERGIA SA Ceará 100 163 208 199

UTE MPX SUL ENERGIA LTDA. Rio Grande do Sul 6 2 1 1

USINA TERM SEIVAL Rio Grande do Sul - - 1 1

UTE PARNAIBA GERAÇÃO DE ENERGIA SA Maranhão - 35 77 61

UTE PARNAIBA II GERAÇÃO DE ENERGIA SA Maranhão - - 29 61

UTE PORTO DO AÇU ENERGIA SA Rio de Janeiro 4 1 1 1

UTE PORTO DO ITAQUI GER DE ENERGIA SA Maranhão 58 92 88 80

MPX CHILE Chile 12 23 16 11

MPX COLOMBIA * Colombia 50 83 - -

MPX TAUA II ENERGIA SOLAR LTDA. Ceará - - 1 1

UTE PARNAIBA IV GERAÇÃO DE ENERGIA S.A. Maranhão - - 2 2

TOTAL 385 580 649 647

* MPX COLOMBIA is no longer part of the ENEVA group of companies

327

(b) Number of contractors (total, by groups based on the activity

performed and by geographic location)

The table below shows the number of Company contractors by administrative and

operational positions.

On December 31,

2010 2011 2012 03/31/2013

Administrative / General

Services

17 16 11 22

Legal 4 - 3 2

Project Engineering 2 21 41 78

Finance 5 4 9 2

Total 28 41 64 104

The table below shows the number of Company employees by geographic

location of our industrial complexes.

Location 2010 2011 2012 03/31/2013

AMAPARI ENERGIA S/A Amapá - - - 1

MPX COMERCIALIZADORA COMBUSTIVEIS LTDA.

Rio de Janeiro - - - 0

MPX COMERCIALIZADORA DE ENERGIA LTDA. Rio de Janeiro - - - 0

ENEVA SA Rio de Janeiro 28 41 64 6

MPX EON PARTICIPAÇÕES Rio de Janeiro 2 6

MPX PECÉM II E TRANSPORTADORA MINERIOS Ceará - - - 16

MPX TAUA ENERGIA SOLAR LTDA. Ceará - - - 0

PORTO DO PECÉM GERAÇÃO DE ENERGIA SA Ceará - - - 4

UTE MPX SUL ENERGIA LTDA. Rio Grande do Sul - - - 0

USINA TERM SEIVAL Rio Grande do Su - - - 0

UTE PARNAIBA GERAÇÃO DE ENERGIA SA Maranhão - - - 21

UTE PARNAIBA II GERAÇÃO DE ENERGIA SA Maranhão - - - 24

UTE PORTO DO AÇU ENERGIA SA Rio de Janeiro - - - 0

UTE PORTO DO ITAQUI GER DE ENERGIA SA Maranhão - - 8 21

MPX CHILE Chile 1 2 5 5

MPX COLOMBIA * Colombia - -

TOTAL 28 41 79 104

* MPX COLOMBIA is no longer part of the ENEVA group of companies

(c) Turnover rate

328

In 2010, the number of terminations in ENEVA and its subsidiaries was 31

people, or 8% of the total. In 2011, the number of terminations in ENEVA and its

subsidiaries was 45 people, or 7.7% of the total. In 2012, the number of

dismissals in ENEVA and its subsidiaries was 79 people, or 12.17% of the total.

In March 31, 2013, the number of terminations in ENEVA and its subsidiaries was

71 people, or 8.04% of the total.

(d) Company’s exposure to labor liabilities and contingencies

For more information about our exposure to labor liabilities and contingencies, see

item 4.3 of this Reference Form.

329

14.2 Relevant changes - Human resources

There has been no relevant changes with respect to figures disclosed in item 14.1

above.

330

14.3 - Description of employee compensation policy

(a) Salary and variable compensation policy

The Company’s compensation strategy uses the market as a reference, taking

into account the main competitors and largest companies in Brazil, seeking to

comply with best practices and ensuring its competitiveness. The main purpose is

to recognize the performance of its professionals as the company evolves, as per

the strategic planning defined and aligned with the return to shareholders in the

short, medium and long term.

(b) Benefit policy

The benefits provided by the Company include Health and Dental Plan that are

extend to their families, in addition to Life Insurance, Meal Voucher, Food Voucher

and Transportation Ticket.

(c) characteristics of share-based compensation plans of non-

management employees

i) Groups of beneficiaries: The members of the Board of Directors, officers,

managers, consultants and employees of the Company, as well as other

companies belonging to the ENEVA Group, are eligible to participate in the Stock

Options Plan of the Company.

ii, iii, iv) The characteristics of the share-based compensation plans for employees

are identical to those of the share-based compensation plans for managers, in

particular to those described in (b), (c) and (d) of sub-item 13.4 above.

v) Number of shares committed to the Program: 11,550,599 common shares.

331

14.4 - Description of relationship between issuer and unions

The “Collective Labor Agreement” and “Profit Sharing Agreement” were

unanimously approved by the Company’s employees, aiming at improving working

conditions in ENEVA . ENEVA values the commitment and transparency between

its employees and the category union (SINTERGIA – Union of Workers in of

Power Energy Companies of Rio de Janeiro and Region), where dialogue flows

respectfully and effectively, maintaining a policy of permanent negotiation with the

representatives of the employees of the Company.

332

15.1 / 15.2 - Shareholder structure

Shareholder

Shareholder’s Individual Taxpayers Register (CPF) / National Corporate Taxpayers Register (CNPJ)

Nationality-State Party to shareholders’ agreement Controlling shareholder Last change

Number of common shares (Units) % Common shares Number of preferred shares (Units) % Preferred Shares Total qty. of shares (Units) % Total shares

Breakdown by classes of shares (Units)

Share Class Qty. of shares (Units) % Shares

BNDES Participações S.A.

00.383.281/0001-09 Brazilian No No 09/16/2012

72,650,210 10.341505% 0 0.000000% 59,823,537 10.341505%

DD BRAZIL HOLDINGS S.Á.R.L

15.543.256/0001-12 Luxembourgish Yes Yes 09/16/2013

266,269,556 37.902548% 0 0.000000% 209,414,153 37.902548%

Centennial Asset Brazilian Equity Fund LLC

12.055.153/0001-15 North American No Yes 09/16/2012

1,822,065 0.259365% 0 0.000000% 1,822,065 0.259365%

Eike Fuhrken Batista

664.976.807-30 Brazilian-MG Yes Yes 09/16/2013

145,704,988 20.740600% 0 0.000000% 145,704,988 20.740600%

Centennial Asset Mining Fund LLC


20,208,840 2.876658% 0 0.000000% 20,208,840 2.876658%

OTHER

195,855,310 27.879324% 0 0.000000% 141,506,379 27.879324%

TREASURY SHARES – Date of last change:

0 0.000000% 0 0.000000% 0 0.000000%

333

Shareholder

Shareholder’s Individual Taxpayers Register (CPF) / National Corporate Taxpayers Register (CNPJ)

Nationality-State Party to shareholders’ agreement Controlling shareholder Last change


Breakdown by classes of shares (Units)


TOTAL

702,510,969 100.000000% 0 0.000000% 702,510,969 100.000000%

334

15.1 / 15.2 – Shareholding structure

PARENT COMPANY / INVESTOR

SHAREHOLDER

Shareholder’s CPF / CNPJ Nationality-State Party to shareholders’ agreement Controlling shareholder Last change

Breakdown of shares (Units)


PARENT COMPANY / INVESTOR Shareholder’s CPF / CNPJ Share capital ownership

Centennial Asset Brazilian Equity Fund LLC 12.055.153/0001-15

Centennial Asset Mining Fund LLC


1.000 100.000000 0 0.000000 1,000 100.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

1,000 100.000000 0 0.000000 1,000 100.000000

335



Shareholder





Centennial Asset Mining Fund LLC 07.732.392/0001-22

Eike Fuhrken Batista

664.976.807-30 Brazilian-MG No Yes December 10, 2010

1,000 100.000000 0 0.000000 1,000 100.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

1,000 100.000000 0 0.000000 1,000 100.000000

336



Shareholder





DD Brazil Holding S.À R.L. 00.000.000/0000-00

Dutchdelta Finance S.À R.L.

00.000.000/0000-00 Luxembourgish No Yes May 15, 2012

400,500 100.000000 0 0.000000 400,500 100.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

400,500 100.000000 0 0.000000 400,500 100.000000

337



Shareholder





Dutchdelta Finance S.À R.L. 00.000.000/0000-00

E.ON Finanzanlagen GmbH

00.000.000/0000-00 German No Yes June 24, 2009

41,828,930 4.000000 0 0.000000 41,828,930 4.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

1,045,723,250 100.000000 0 0.000000 1,045,723,250 100.000000

338



Shareholder





E.ON Finanzanlagen GmbH

E.ON SE

German No Yes November 26, 2012

5 100.000000 0 0,000000 5 100.000000


TOTAL 0 0.000000

OTHER

0 0.000000 0 0.000000 0 0.000000

TOTAL

5 100.000000 0 0.000000 5 100.000000

339

15.3 - Capital distribution

Date of last meeting / Date of last change

April 29, 2013

Number of Individual shareholders (Units)

1,329

Number of corporate shareholders (Units)

282

Number of institutional investors (Units) 211

Outstanding shares

Outstanding shares correspond to all issuer’s shares except for those of the controlling shareholder, persons

connected to the controlling shareholder, managers of the issuer and treasury shares

Number of common shares (Units)

268,505,520 38.220830%

Number of preferred shares (Units)

0 0.0000000%

Total 268,505,520 38.220830%

340

15.4 - Shareholders’ organizational chart

Since the presentation of this information is optional, the Company chose at this

time not to disclose the organizational chart of its direct and indirect controlling

shareholders.

341

15.5 - Shareholders’ agreement filed at issuer’s head office or to which the

controlling shareholder is a party

Parties (i) DD Brazil Holdings S.À.R.L. (“E.ON”); (ii) Eike Fuhrken Batista (“EBX” and, jointly with E.ON, the

“Parties”); (iii) E.ON SE (“Guarantor”), as guarantor; and (iv) ENEVA S.A. (“ENEVA ”), as

consenting party.

Date of the

agreement

May 27, 2013.

Period of

effectiveness

The Agreement shall come into effect on May 29, 2013, remain in force for as long as the Parties

are shareholders of the Company and may be terminated in the following events, among others: (i)

if the Parties mutually agree, in writing, to terminate the Shareholders’ Agreement; (ii) if E.ON

and/or EBX ceases to hold any shares issued by the Company; or (iii) by the Party holding the

majority interest, if the interest held by E.ON or EBX in the Company’s capital stock becomes lower

than 15% of ENEVA ’s capital stock.

Details of clauses

governing exercise

of the right to vote

and power of

control

The Parties agree (i) to exercise their respective votes at general meetings of the Company; (ii) to

ensure that the company always exercises its vote at general meetings of its subsidiaries; and (iii)

to ensure that their representatives in the management bodies of the Company and its subsidiaries

exercise their right to vote in the long-term interests of the Company’s business, with the conditions

of independence and equity between the parties being respected.

Power of control over the Company is exercised jointly by E.ON and EBX, who jointly hold more

than 50% of the voting capital stock of the Company, with the terms of the power of control being

governed by the Agreement. Before the holding of any Shareholders’ Meeting or Board of

Directors’ Meeting of the Company, E.ON and EBX should hold a prior meeting to agree on how

their votes or their representatives’ votes will be directed, in accordance with the terms of this

Agreement. If E.ON shall acquire a number of voting shares of EBX that increase its interest to

more than 50% and the terminate the Agreement, E.ON shall be obliged to make a public offer for

the acquisition of the shares of the Company, pursuant to the Corporate Law.

Details of clauses

relating to the

appointment of

managers

The Board of Directors shall consist of eight (8) members, two (2) of whom shall be independent,

with the possibility to increase the number up to ten (10) if BNDES, a shareholder of the Company,

and the minority shareholders shall resolve to elect new members pursuant to article 141,

paragraph 4 of the Corporate Law.

The members of the Board of Directors shall be elected by the general meeting, with E.ON and

EBX having the right to appoint three (3) members each. The independent members shall be

appointed by mutual accord between E.ON and EBX. The members of the Board of Directors shall

be professionals with proven qualifications and experience.

BNDES will be entitled, but not obliged, to appoint one (1) additional member to the Board of

Directors, provided that it holds, at least, 10% of the Company’s capital stock. The member

appointed by BNDES will be considered an independent director and will be appointed in

accordance with article 141, paragraph 4, of the Corporate Law.

If any shareholder other than E.ON, EBX and BNDES intends to appoint a member for the Board of

Directors, under the terms of article 141 of the Corporate Law, the number of independent

members should be increased by one (1) member, in order to accommodate the director appointed

by the non-controlling shareholder, and this member appointed by the non-controlling shareholder

then elected should be considered an independent director. E.ON and EBX should never require

the application of article 141 of the Corporate Law.

If the election of members of the Board of Directors at a Shareholders’ Meeting is made by multiple

vote and/or the members of the Board of Directors are elected in accordance with article 141,

paragraph 4 or 5 of the Corporate Law, E.ON and EBX should coordinate between each other and

vote at such Shareholders’ Meeting, as it may be necessary or required for the Shareholders to

elect the highest possible number of members of the Board of Directors appointed for election.

Details of the

clauses relating to

The Parties undertake not to transfer their shares except as mutually agreed between them and

only in the circumstances described in the Agreement.

342

transfer of shares

and preference in

acquiring them

The Parties undertake not to transfer their shares to third parties in a number that causes E.ON

and EBX to hold less than 15% of EBX’s capital stock for a period of five (5) years from the date on

which the Agreement came into force (the “Lock-up”). The Lock-up shall not be applicable to EBX

in the event that a public offer of acquisition of shares of the Company is made by E.ON, except in

the case of a public offer of acquisition of control under which the Company continues to fulfill the

“free float” requirements for its listing level on the BM&FBOVESPA Novo Mercado.

In spite of the Lock-up, the Parties may at any time and on giving advance notification in writing to

the other party, transfer their shares in whole or in part to their subsidiaries, provided that: (i) each

subsidiary is, directly or indirectly, wholly owned by E.ON or EBX; (ii) E.ON or EBX guarantees all

obligations of this wholly-owned subsidiary under the terms of the Agreement; (iii) a legal binding

commitment is established for the shares to be transferred back to E.ON or EBX before the wholly-

owned subsidiary ceases to be a wholly-owned subsidiary of E.ON or EBX. E.ON or EBX will

provided each other, as applicable, with information that may be reasonably requested to verify

whether the wholly-owned subsidiary ceased to be a wholly-owned subsidiary of the shareholder

that is transferring its shares; or (iv) the wholly-owned subsidiary will unconditionally adhere to the

Agreement, and the instrument of adherence is filed at the Company together with the Agreement.

Except for any transfer permitted under the terms of the Agreement, if E.ON or EBX intends to

transfer the totality or part of its shares issued by the Company to third parties, by means of a

series of transactions, the other shareholder shall have the preemptive rights to acquire these

shares, in accordance with the provisions of the Agreement. The shareholder intending to dispose

of its shares must notify, in writing, the other shareholder of the intention to transfer its shares in the

Company, informing the number of shares subject to such proposal of sale and to the terms under

which a purchase offering was made, including the price to be paid for each share and the payment

conditions. The shareholder receiving the sales proposal will be entitled to exercise its preemptive

right exclusively for all, and not less than all, shares held by the shareholder intending to transfer

such shares, upon delivery of written acceptance notice within fifteen (15) Business Days after

delivery of sales proposal notice. If the shareholder that received the sales proposal does not

exercise its exercise of the preemptive right, the shareholder disposing of its shares will be free to

sell its shares to third parties within ninety (90) days. Any transfer of shares in the context of a

secondary sale, as part of any initial public offering of the Company’s shares, will be subject to the

preemptive right procedure set forth in the Agreement.

Details of clauses

restricting or

binding the right to

vote of members of

the board of

directors

Not applicable.

343

15.6 - Relevant changes in equity interests held by members of the controlling

group and by the issuer’s management

Relevant changes in the shareholdings of members of the control group and

managers during the last three financial years and the current financial year were

described in item 6.5 of this Reference Form.

344


The Company informs that, regarding item 15.1 and 15.2 above, its indirect

controlling shareholder E.ON SE does not have controlling shareholders, i.e., its

controlling interest is widely held in the market, and that, for this reason, its

corporate structure has not been presented. Additionally, the Company informs

that the main resolutions of E. ON SE are approved at the shareholders’ meeting.

345

16.1 - Description of issuer’s rules, policies and practices regarding

transactions with related parties

As provided for in the Company’s Corporate Governance Policy, the Company’s transactions with related parties should be based on market conditions, strictly on an arm’s length basis, according to applicable legislation and with the Best Corporate Governance practices, including those provided for in the Novo Mercado Regulations, ensuring transparency and full respect for the best interest of shareholders, investors, employees and other stakeholders. In addition, as a good Corporate Governance practice, the Company submits for approval of its Board of Directors any contracting and business involving related parties. Moreover, the Board of Directors has authority to prevent and manage situations involving conflict of interests, ensuring that the interest of the company always prevails. As also provided for in the Corporate Governance Policy, in the event of a conflict involving the interests of the Company and those of any shareholder or management member in relation to a particular matter, such conflict of interests or the existence of a particular interest should be disclosed by such shareholder or management member, who will declare impediment to participating in the discussions and resolutions related to the matter. In addition, as provided for by law, the management members of the Company may not: (i) perform any act of liberality at the expense of the Company; (ii) receive, by virtue of their offices, any kind of direct or indirect personal advantage from any third party, without authorization, as provided for in its bylaws or granted by the general meeting; (iii) borrow funds or properties from the company, or use in their own benefit properties, services or credit of a company in which they are interested or owned by third parties, without authorization, as provided for in its bylaws or granted by the General Meeting; and (iv) engage in any transaction in which they have an interest conflicting with the interests of the company, or participate in resolutions related thereto taken by other directors. The disclosure of the Company’s transactions with related parties is made in its interim financial

statements, according to applicable law.

346

16.2 - Information on transactions with related parties

Related party Transaction date Amount involved

(in Real)

Remaining balance Amount (in Real) Term Loan

or

other

type

of

debt

Interest

rate

charged

MPX Comercializadora de

Energia Ltda.

01/07/2011 R$248,000.00 R$248,000.00 payable on

03/31/2013

Impossible to assess Indefinite No 0,000000

Relationship with the

issuer

Subsidiary

subject-matter of the

agreement

Operational and financial cost sharing agreement.

Guarantees and insurance N/A

Termination or dissolution N/A

Nature of and reason for

the transaction -

UTE MPX Sul Energia S.A. 07/01/2011 R$140,000.00 R$140,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement




Nature of and reason for Administrative efficiency.

347


(in Real)


or

other

type

of

debt

Interest

rate

charged

the transaction

UTE Porto do Açú Geração

de Energia S.A.

01/07/2011 R$138,000.00 R$138,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement





the transaction Administrative efficiency.


Combustíveis Ltda.

01/07/2011 R$123,000.00 R$123,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement






348


(in Real)


or

other

type

of

debt

Interest

rate

charged

Seival Participações S.A. 01/07/2011 R$52,000.00 R$52,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement






EBX Holding Ltda. 01/07/2011 R$1,134,000.00 R$1,134,000.00 payable on

03/31/2013

R$1,134,000.00 Indefinite No 0,000000


issuer

Other related parties


agreement






Pecém Operação e

Manutenção de Energia S.A.

12/04/2012 R$1,333,333.33 R$1,458,000.00 payable on

03/31/2013

R$1.133.333,33 12/31/2013 Yes 0,000000

349


(in Real)


or

other

type

of

debt

Interest

rate

charged


issuer

Subsidiary


agreement

Loan agreement.




the transaction Acquisition of spare parts for conveyor belt. Interest rate charged: 110% of CDI.

Porto do Pecém Geração de

Energia S.A.

09/24/2012 R$150,000,000.00 R$155,940.00 payable on

03/31/2013

150,000,000,00 30/09/2013 Yes 0,000000


issuer

Subsidiary


agreement

Loan agreement.




the transaction Interest rate charged: 105% of CDI per year.

MPX E.ON Participações

S.A.

01/07/2011 R$8,205,000.00 R$8,205,000.00 payable on

03/31/2013



issuer

Subsidiary

350


(in Real)


or

other

type

of

debt

Interest

rate

charged


agreement






Paranaíba Participações

S.A.

01/07/2011 R$66,000.00 R$66,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement





the transaction Administrative efficiency

Seival Sul Mineração Ltda. 01/07/2011 R$1,000.00 R$1,000.00 payable on

03/31/2013



issuer

Subsidiary

subject-matter of the Operational and financial cost sharing agreement.

351


(in Real)


or

other

type

of

debt

Interest

rate

charged

agreement





UTE Paraníba II Geração de

Energia S.A.

01/07/2011 R$32,000.00 R$32,000.00 receivable on

03/31/2013



issuer

Subsidiary


agreement






Mabe Construção e

Administração de Projetos

Ltda.

07/01/2011 R$369,000.00 R$369,000.00 receivable on

03/31/2013



issuer

Subsidiary


agreement


352


(in Real)


or

other

type

of

debt

Interest

rate

charged





MPX Investimentos S.A. 01/07/2011 R$11,000.00 R$11,000.00 receivable on

03/31/2013



issuer

Subsidiary


agreement






EBX Holding Ltda. 07/01/2011 R$6,351,000.00 R$6,351,000.00 payable on

03/31/2013



issuer

Other related parties


agreement



353


(in Real)


or

other

type

of

debt

Interest

rate

charged



the transaction Administrative Efficiency


Energia Ltda.

03/31/2011 7,974,000.00 R$145,000.00 payable on

03/31/2013 Impossible to assess Indefinite No 0,000000


issuer

Subsidiary


agreement

Agreement for reimbursement of financial losses from energy purchase and sale transactions.




the transaction Financial Reimbursement

Copelmi Mineração Ltda. 01/07/2011 R$7,000.00 R$7,000.00 payable on

12/31/2013



issuer

Other subsidiaries


agreement




Nature of and reason for Administrative Efficiency

354


(in Real)


or

other

type

of

debt

Interest

rate

charged

the transaction

MPX E.ON Participações

S.A.

01/07/2011 R$3,113,000.00 R$3,113,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement


Guarantees and insurance

Termination or dissolution


the transaction Administrative Efficiency

MPX Tauá Energia Solar

Ltda.

R$400,000.00 R$400,000.00 payable on

03/31/2013



issuer

Subsidiary


agreement

Reimbursement of costs incurred for implementation of projects.




the transaction Oral agreement for reimbursement of expenses

355


(in Real)


or

other

type

of

debt

Interest

rate

charged

Porto do Pecém Geração de

Energia S.A.

07/11/2011 R$5,200,000.00 R$579,000.00 payable on

03/31/2013

R$5,200,000.00 Indefinite NO 0,000000


issuer

Joint Subsidiary


agreement

Asset sharing agreement.




the transaction Operational optimization

Porto do Pecém

Transportadora de Minérios

S.A.

01/01/2012 7,800,000.00 R$47,000.00 payable on

03/31/2013

Impossible to assess 06/30/2016 No 0,000000


issuer

Subsidiary


agreement

Service provision of port operation of coal discharge and carriage.




the transaction

356

MMX Mineração e Metálicos

S.A.

04/26/2012 0.00 N/A R$102.00/MWh Until the fulfillment

of all the

contractual

obligations

NO 0.000000

Relationship with the issuer Other related parties

Subject-matter of the

agreement

Power supply agreement (Energy Contracted: January 1, 2014 to September 30, 2014, 45MWm; January 10, 2014 to December 31, 2014, 120MWm;

January 1, 2015 to March 31, 2015, 168MWm; April 1, 2015 to December 31, 2015, 190MWm; January 1, 2016 to December 31, 2018, 200MWm),

entered into by and between MMX Mineração e Metálicos S.A. and MPX Comercializadora de Energia Ltda., ENEVA being the intervening party.

Guarantees and insurance Bank Letter of Guarantee or Performance Bond

Termination or dissolution The possibility exists, in cases of:

(i) Breach of obligation by any of the Parties not remedied within 30 days of notice

(ii) Judicial or Extrajudicial Reorganization of any of the Parties

(iii) Cancellation of agreement registration with CCEE

(iv) Absence of contracted energy registration with CCEE, by seller, twice

(v) Agreement between the Parties

Nature of and reason for the

transaction Power Supply Agreement

SIX Automação S.A. 03/20/2012 R$304,810.00 R$0.00 R$304,810.00 12 months after

start up of the last

thermoelectric

plant

NO 0.000000



agreement

Agreement for implementation of a supervisory system for viewing the performance indicators of UTE Porto do Itaqui, Porto do Pecém, MPX Pecém II,

Amapari, Tauá and Parnaíba Complex plants.


Termination or dissolution The possibility exists (e.g. breach of obligations, bankruptcy application, reorganization, dissolution or liquidation by sending a notice with 30 days in

advance).

357


transaction Services Agreement


S.A.

01/01/2011 0.00 0.00 Impossible to

assess

3 years renewable

for successive

periods of 3 years

NO 0.000000



agreement



Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties

cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days


transaction Administrative efficiency

OSX Brasil S.A. 01/01/2011 0.00 0.00 Indefinite 3 years renewable

for successive

periods of 3 years

NO 0.000000



agreement







EBX Holding Ltda. 09/01/2010 0.00 0.00 Impossible to

assess

3 years renewable

for successive

periods of 3 years

NO 0.000000

358



agreement







REX Empreendimentos

Imobiliários S.A.

02/01/2011 0.00 0.00 R$642,865.92 35 years NO 0.000000



agreement

Area lease agreement of MPX Pecém II Project.

Guarantees and insurance Guarantee by ENEVA S.A. / Mortgage of real property by REX

Termination or dissolution (i) Bankruptcy or Judicial Reorganization

(ii) Breach of obligation by any of the Parties not remedied within 30 days of notice


transaction Lease Agreement

AVX Taxi Aéreo Ltda. 04/26/2011 R$2,538,348.00 (annual cost) n/a R$2,538,348.00

(annual cost)

Indefinite NO 0.000000



agreement

Aircraft Charter Services Agreement.

Guarantees and insurance There is no guarantees or bonds forecast.

Termination or dissolution The agreement may be terminated in the following cases, regardless of notification by any of the parties: (i) bankruptcy, receivership or dissolution of

359

either party being decreed; and (ii) by extraordinary, unpredictable or uncontrollable events, beyond the will of the parties, including hypothesis of

economic balance loss of the contracting


transaction Aircraft Charter Services Agreement.

REX Empreendimentos

Imobiliários Ltda.

07/08/2009 R$1,019,045.31 N/A R$1,019,045.31

plus variable cost

For the term of

the authorization

of Porto do

Pecém to act as a

power generator.

No 0.000000



agreement

Purchase Commitment Agreement of the real property in which UTE Porto do Pecém is located.


Termination or dissolution (i) In the event of unreasonably termination of the Lease by Porto do Pecém

(ii) In the event of termination of the Lease by the breach of obligations by Porto do Pecém

(iii) Expropriation of real property by the Public Authorities


transaction Purchase Commitment Agreement of the real property

REX Empreendimentos

Imobiliários Ltda.

07/08/2009 R$228,340.92 per year 0.00 R$228,340.92 per

year

35 years No 0.000000



agreement

Lease of the real property in which UTE Porto do Pecém is located, entered into by and between Porto do Pecém and REX

Guarantees and insurance ENEVA Guarantee, in proportion to its interest.

Termination or dissolution (i) Just Cause, at the discretion of Pecém

(ii) Breach of obligation by any of the Parties not remedied within 30 days of notice

Nature of and reason for the Lease Agreement

360

transaction

OGX Maranhão Petróleo e Gás

S.A.

12/18/2012 R$5.26 per MMBTU 0.00 R$5.26 per

MMBTU

15 years from the

startup of UTE

Parnaíba

No 0.000000



agreement

Natural Gas Supply Agreement for thermoelectric generation purposes by UTE Parnaíba Geração de Energia S.A.

Guarantees and insurance Corporate guarantee of ENEVA S.A.

Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial

reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (iii) non-compliance with contractual

obligations.


transaction Gas Supply Agreement

OGX Maranhão Petróleo e Gás

S.A.

12/18/2012 R$110,810,529.11/year 49,299,000.00 R$110,810,529.11/

year

15 years from the

startup of UTE

Parnaíba

No 0.000000



agreement

Lease Agreement of capacity volume of the UTG, entered into by and between OGX Maranhão Petróleo e Gás S.A., Petra Energia S.A. and UTE

Parnaíba Geração de Energia S.A., for the exclusive purpose of processing of natural gas from production fields for consumption by UTE Parnaíba.

Guarantees and insurance Guarantee of UTE Parnaíba

Termination or dissolution In the cases of: (i) breach of relevant contractual obligation, (ii) statement of bankruptcy, insolvency, judicial or extrajudicial reorganization or liquidation,

(iii) transfer of said contract or any rights or obligations, (iv) in the event of termination of CCEARs with no fault of arrendaria, (v) in the event of

termination of the Gas Sale Agreement with no fault of the lessee, (vi) acts of God or force majeure (vii) in the case of substantial inaccuracy of any

statement provided for in the agreement.


transaction UTG Lease Agreement.


S.A.

04/26/2012 N/A N/A N/A Until the fulfillment

of all contractual

No 0.000000

361

obligations or in

the event of non-

compliance of

requirements for

implementation of

self-production

structure up to

January 1, 2019.



agreement

Sale of energy as guarantee for self-production structure.

Guarantees and insurance Bank Letter of Guarantee or Performance Bond, when applicable

Termination or dissolution (i) Termination of the Commitment Instrument

(ii) Agreement between the Parties

(iii) Full compliance with the obligations


transaction Energy Sale Agreement as guarantee for self-production structure.

LLX Açu Operações Portuárias

S.A.

09/24/2012 0.00 0.00 Impossible to

assess

3 years,

automatically and

renewable for an

equal period

No 0.000000



agreement

Administrative activities sharing Agreement related to environmental management between UTE Porto do Açu and LLX Açu.



cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days.

Nature of and reason for the Administrative efficiency

362

transaction


S.A.

12/24/2012 R$194,220.00 N/A R$194,220.00 4 successive

years out of 3

No 0.000000



agreement

Environmental obligations sharing agreement as a result of rent of Porto do Açu area.

Guarantees and insurance n/a




transaction Sharing Agreement


S.A.

11/24/2010 R$12,390,708.00 (paid in 2012) 0.00 R$12,390,708.00

(paid in 2012)

35 years from the

date of

authorization to

be granted by

ANEEL to ENEVA

for the operation

of UTE Porto do

Açu

No 0.000000



agreement

Lease Agreement between LLX Açu Operações Portuárias S.A., UTE Porto do Açu Energia S.A. and ENEVA S.A. Rental Agreement (“Agreement”) of

land intended for implementation of Phase I MPX Açu e Phase II MPX Açu Projects at Super Porto do Açu, with a total area of 224.38 hectares. The

following provisions were defined: Initially, the leased area will have 74.79 hectares. With respect to the remaining 149.59 hectares, LLX

granted to ENEVA a lease option in which ENEVA may exercise 74.79 hectares up to January 2, 2013 and the remaining 74.79 hectares up to

January 2, 2013, having respected the right of first refusal in case of land disposal to third parties by LLX in accordance with art. 27 et seq. of

Law No. 8,245/91.


Termination or dissolution Breach of contracted obligations, bankruptcy or filing for judicial or extrajudicial reorganization of the parties and non-performance of the agreement due to

acts of God or force majeure for more than 90 days.

363



REX Inversiones S.A. 07/25/2008 0.00 n/a Payments should occur

only after the entering

into of project financing

agreements

50 years No 0.000000



agreement

Lease Agreement of Porto de Castilla area.


Termination or dissolution Breach of contracted obligations, bankruptcy or filing for judicial or extrajudicial reorganization of the parties and non-performance of the agreement due to

acts of God or force majeure for more than 90 days.



OGX Maranhão Petróleo e

Gás S.A.

03/08/2012 n/a n/a n/a 30 years No 0.000000



agreement

Free Lease Agreement between UTE Parnaíba Geração de Energia S.A. and OGX Maranhão relating to the portion of 18.7 ha of real property at Parnaíba

Complex.


Termination or dissolution In the cases of: (i) agreement between the parties, (ii) breach of contractual obligations, and (iii) bankruptcy, filing for or grant of judicial or extrajudicial

reorganization and judicial or extrajudicial liquidation of any of the parties.


transaction Free Lease Agreement

LLX Logística S.A. 01/01/2011 0.00 0.00 R$185,725.68 received

by ENEVA in 2012

3 years, renewed

automatically

No 0.000000

364



agreement








Gás S.A.

01/01/2011 0.00 0.00 R$376,347.37 3 years, renewed

automatically

No 0.000000



agreement







EBX Holding Ltda. 03/01/2011 R$1,803,000.00, paid in

2012

0.00 R$1,803,000.00, paid in

2012

5 years No 0.000000



agreement

Lease Agreement of the real property for Company’s head-offices

Guarantees and insurance Surety in the amount of 3 rents.

Termination or dissolution If lessees, always taken as a whole, choose to return the real property leased or give cause to termination prior to the end of the term of such lease, by sending written notice with 180 days in advance. Lessor will be entitled to the receipt, proportionally, in accordance with the fulfilled term of the agreement, fine, as provided for in said agreement.

365



Minera MMX de Chile S.A. 11/03/2008 0.00 0.00 Costs, plus 15%, plus

VAT

Indefinite No 0.000000



agreement

Operational and financial activities cost sharing agreement of MPX Energia de Chile Limitada with MMX Chile.


Termination or dissolution Upon notice with 30 days in advance.



REX Inversiones S.A. 11/03/2008 N/A N/A Costs, plus 15%, plus

VAT

Until the fulfillment

of all contractual

obligations or in

the event of non-

compliance of

requirements for

implementation of

self-production

structure up to

January 1, 2019.

No 0.000000



agreement

Operational and financial activities cost sharing agreement of MPX Energia de Chile Limitada with REX Inversiones.




Nature of and reason for the Administrative efficiency

366

transaction


Gás e S.A.

03/26/2013 R$5.26 per MMBTU 0.00 R$5.26 per MMBTU 15 years No 0.000000



agreement

Natural Gas Supply Agreement for UTE Parnaíba III.

Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba III should there is a change of control of UTE Parnaiba III.



obligations.


transaction Natural Gas Supply Agreement for UTE Parnaíba III.


Gás e S.A.

03/26/2013 R$6.006 per MMBTU 0.00 R$6.00 per MMBTU 15 years, as from

October 2013

No 0.000000



agreement

Natural Gas Supply Agreement for UTE Parnaíba IV.

Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba IV should there is a change of control of UTE Parnaiba IV.



obligations.


transaction Natural Gas Supply Agreement for UTE Parnaíba IV.


Gás S.A.

03/26/2013 N/A N/A N/A Indefinite No 0.000000


subject-matter of the Free Lease Agreement for UTE Parnaíba III.

367

agreement





transaction Free Lease Agreement for UTE Parnaíba III.


Gás S.A.

03/26/2013 R$21,243,628.08/year N/A R$21,243,628.08/year Indefinite No 0.000000



agreement

Lease Agreement of a portion of the total capacity of natural gas processing of UTG necessary for UTE Parnaíba III.

Guarantees and insurance Possibility of Requirement of Payment of Guarantee of UTE Parnaiba III should there is a change of control of UTE Parnaiba III.



obligations.


transaction Lease Agreement UTG for UTE Parnaíba III.


Gás S.A.

03/26/2013 R$5.26/MMBTU N/A R$5.26/MMBTU Indefinite No 0.000000



agreement

Natural Gas Sale Agreement for UTE Parnaíba II.

Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba II should there is a change of control of UTE Parnaiba II.



obligations.

Nature of and reason for the Natural Gas Sale Agreement for UTE Parnaíba III.

368

transaction


Gás S.A.

03/26/2013 R$8.75 million/year N/A R$8.75 million/year 15 years as from

the beginning of

commissioning

and test phase of

UTE

No 0.000000



agreement

Lease Agreement of a certain volume of UTG, entered into by and between OGX Maranhão Petróleo e Gás S.A., Petra Energia S.A. and UTE Parnaíba II

Geração de Energia S.A., for the exclusive purpose of processing of natural gas from production fields for consumption by UTE Parnaíba II.

Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba II should there is a change of control of UTE Parnaiba II.

Termination or dissolution In the cases of: (i) breach of relevant contractual obligation, (ii) statement of bankruptcy, insolvency, judicial or extrajudicial reorganization or liquidation, (iii)

transfer of said contract or any rights or obligations, (iv) in the event of termination of CCEARs with no fault of arrendaria, (v) in the event of termination of

the Gas Sale Agreement with no fault of the lessee, (vi) acts of God or force majeure (vii) in the case of substantial inaccuracy of any statement provided

for in the agreement.


transaction Lease Agreement UTG for UTE Parnaíba II.


Gás S.A.

03/26/2013 N/A N/A Impossible to assess 7 years or up to

the end of granting

of exploration

blocks

No 0.000000



agreement

Preliminary Agreement for Gas Supply and Other Covenants entered into by and between ENEVA S.A., MPX E.ON Participações S.A., OGX Maranhão

Petróleo e Gás S.A. and OGX Petróleo e Gás Participações S.A., defining the key terms and conditions of contracting by each undertaking, the supply of

natural gas and the lease of part of the total capacity of natural gas processing of their UTGs.




transaction Preliminary Agreement for Gas Supply and Other Covenants.

369


Gás S.A.

07/26/2012 N/A N/A Impossible to assess Indefinite No 0.000000



agreement

Free Lease Agreement for UTE Parnaíba IV.





transaction Free Lease Agreement for UTE Parnaíba IV.

UTE Porto do Itaqui Geração

de Energia S.A.

07/31/2012 350,000,000.00 N/A 350.000.000,00 Indefinite Yes 0.000000

Relationship with the issuer Subsidiary


agreement

Loan Agreement between ENEVA S.A. and UTE Porto do Itaqui.




transaction Loan agreement with interest at 104% of the CDI rate.

UTE Porto do Itaqui Geração de

Energia S.A.

03/26/2013 409,960,000.00 409,960,000.00 409,960,000.00 120 days No 0.000000


Subject-matter of the agreement Advance payment for future capital increase.



370


transaction Advance payment for future capital increase, in order to capitalize the invested party.

MPX Pecém II Geração de

Energia S.A.

03/22/2013 262,600,000.00 262,600,000.00 262,600,000.00 120 days No 0.000000







UTE Parnaíba Geração de

Energia S.A.

03/28/2013 19,600,000.00 19,600,000.00 19,600,000.00 120 days No 0.000000







Parnaíba Participações S.A. 03/27/2013 16,887,534.17 16,887,534.17 16,887,534.17 120 days No 0.000000





Nature of and reason for the Advance payment for future capital increase, in order to capitalize the invested party.

371

transaction

Porto do Açu Energia S.A. 03/04/2013 1,950,000.00 1,950,000.00 1,950,000.00 120 days No 0.000000







OGMP Transporte Aéreo Ltda. 03/22/2013 150,000.00 150,000.00 150,000.00 120 days No 0.000000







Porto do Açú II Energia S.A. 03/05/2013 50,000.00 50,000.00 50,000.00 120 days No 0.000000







MPX Seival Participações S.A. 03/01/2013 42,500.00 42,500.00 42,500.00 120 days No 0.000000

372







MPX Tauá II Energia Solar Ltda. 03/21/2013 40,000.00 40,000.00 40,000.00 120 days No 0.000000







MPX Investimentos S.A. 03/18/2013 2,000.00 2,000.00 2,000.00 120 days No 0.000000







373

16.3 - Identification of measures taken to address conflicts of interest and

statement of the strictly arm’s length basis of the conditions agreed or proper

compensatory payment

(a) identify measures taken to handle conflicts of interest The Company has no specific mechanism for identifying conflicts of interest, but relies on corporate governance practices and those recommended and/or required by the legislation, including as provided in the Novo Mercado Regulations, which state that shareholders may not vote on resolutions at a general meeting which relate to a valuation report on assets for which they are competing for the formation of capital stock, or to the approval of their own accounts as managers, nor on any others that may benefit them personally, or where their interests conflict with those of the Company. A resolution taken on the vote of a shareholder whose interests conflict with those of the Company may be annulled, and the shareholder is responsible for any damage caused and for restoring to the Company any advantages which may have accrued. The Board of Directors, Executive Board and Fiscal Council, if instated, approve all decisions related to the Company operations, according to the powers granted under the current by-laws. Thus all the Company’s transactions, especially those with related parties, have been duly submitted to the decision-making bodies of the Company to which they are subordinated, pursuant to the rules currently in force. Additionally, pursuant to the Corporate Law, no member of the Company Board of Directors is permitted to vote at any Company meeting or meeting of the Board of Directors, or to take part in any transaction or business in which the member’s interests are in conflict with those of the Company. Company transactions and business with related parties are in line with market practice and are covered by the proper advance assessments of their terms, and according to the Company’s strict interest in undertaking them. (b) show the strictly commutative character of the terms agreed or

adequate payment in compensation

Transactions with parties related to the Company will be made based on market conditions, strictly on an arm’s length basis, according to applicable legislation and with the best corporate governance practices, including those provided for in the Novo Mercado Regulations, ensuring transparency and full respect for the best interest of shareholders, investors, employees and other stakeholders.

374

17.1 - Information on capital stock

Date of authorization or approval

Capital amount (in Real) Deadline for payment Number of common

shares (units) Number of preferred

shares (units) Total number of shares

(units)

Capital type Issued Capital

09/16/2013 4,536,568,316.00 702,510,969 0 702,510,969

Capital stock per share type Other Convertible Securities

Preferred Shares Class Number of Shares (Units) Conversion Conditions

- -

Capital type Subscribed Capital

09/16/2013 4,536,568,316.00 702,510,969 0 702,510,969

Capital type Paid-in Capital

09/16/2013 4,536,568,316.00 702,510,969 0 702,510,969

Capital type Issued Capital

05/08/2013 3,736,568,320.85 578,479,962 0 578,479,962

Capital type Subscribed Capital

05/08/2013 3,736,568,320.85 578,479,962 0 578,479,962

Capital type Paid-in Capital

05/08/2013 3,736,568,320.85 578,479,962 0 578,479,962

Capital type Authorized Capital

08/15/2013 0 1,200,000,000 0 1,200,000,000

375

17.2 - Capital Increases

Date of resolution

Body approving the increase

Date of issue

Total issue amount

(in Real) Type of

increase

Common

(Units)

Preferred

(Units)

Total shares (units)

Subscription/Previous Capital

Price of issue

Quotation ratio

3/24/2011 Meeting of the Board Of Directors

05/19/2011 96,025.60 Private subscription

28.160 0 28,160 0.00469284 3.41 R$ per unit

Criteria for determining the issue price

Fixed amount, according to the Stock Options Plan of the Company, adopted at the Extraordinary General Meeting of the Company held on November 26, 2007, under the terms of article 171, paragraph 3, of Law No. 6.404/76.

Form of payment Cash



9,633 0 9,633 0.02024225 43.00 R$ per unit


Price established according to the Deed of the 1st Convertible Debentures Issue.




984 0 984 0.00206730 43.00 R$ per unit






7,040 0 7,040 0.00126576 3.68 R$ per unit


Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.




4,112 0 4,112 0.00863869 43.00 R$ per unit



376

Date of resolution


Date of issue

Total issue amount

(in Real) Type of

increase

Common

(Units)

Preferred

(Units)



Price of issue

Quotation ratio



05/09/2012 1,256,177.13 Private subscription

125,620 0 125,620 0.06136769 10.00 R$ per unit





05/24/2012 1,429,952,315.00 Private subscription

33.254.705 0 33.254.705 69.81424156 43.00 R$ per unit






514 0 514 0.00080782 43.00 R$ per unit





07/25/2012 1,000,000,063.00 Private subscription

22,623,796 0 22,623,796 36.54954928 44.20 R$ per unit


Capital increase made upon private subscription of shares approved at the Meeting of the Board of Directors held on May 2, 2012, defining the price of issue per share.




147,480 0 147,480 0.00662445 1.68 R$ per unit




377

Date of resolution


Date of issue

Total issue amount

(in Real) Type of

increase

Common

(Units)

Preferred

(Units)



Price of issue

Quotation ratio


02/06//2013 95,144.63 Private subscription

27,000 0 27,000 0.00254652 3.52 R$ per unit






34,500 0 34,500 0.00305374 3.30 R$ per unit






29,250 0 29,250 0.00266295 3.40 R$ per unit





09/16/2013 799,999,995.15 Private subscription

124,031,007 0 124,031,007 0.21410019 6.45 R$ per unit


Capital increase made upon private subscription of shares.


378

17.3 - Information on stock splits, reverse stock splits and stock dividends

Date of approval

Number of shares before approval (Units) Number of shares after approval (Units)

Number of common shares

Number of preferred shares Total number of shares

Number of common shares

Number of preferred shares Total number of shares

Division of shares

08/15/2012 192,747,244 0 192,747,244 578,241,732 0 578,241,732

379

17.4 - Information on capital stock decrease

Date of resolution

Date of decrease

Total amount of

decrease (in Real) Number of common

shares (units)

Number of preferred shares

(units) Total number of

shares (units) Decrease/Previous

Capital Refunded amount per share (in Real)

05/24/2012 05/24/2012 750,163,543.01 0 0 0 20.69499100 0.00

Refund form N/A

Reason for decrease Spin-off of ENEVA net assets to be merged into CCX.

380


There is no other relevant information on this item “17”.

381

18.1 – Rights of shares

Type of shares or CDA Common

Tag along 100.000000

Right to dividends Under Brazilian Corporation Law and the Company’s By-Laws the shareholders are

guaranteed the right to a minimum mandatory annual dividend of not less than 25%

of the net income reported in the Company’s financial statements, adjusted in

accordance with the provisions set forth in the Company’s By-Laws and in Brazilian

Corporation Law.

Right to vote Full

Convertibility No

Right to reimbursement of capital

Yes

Description of the characteristics of reimbursement of capital

In the Company being wound-up, the shareholders will receive the payments

regarding the remaining capital stock, in proportion to their respective share of the

capital stock, after all the Company’s obligations have been settled.

Those shareholders who disagree with certain decisions taken by the majority of

shareholders at General Meetings may leave the Company, under the terms set forth

by Brazilian Corporation Law. For purposes of reimbursement, the share value will

be determined based on the Company’s economic value, as calculated by three

experts or a specialized company appointed and chosen in accordance with the

provisions of Article 45 of the Brazilian Corporation Law. It will be up to the

Company’s board of directors to set the list with either six names or three names,

respectively, of qualified candidates and institutions to be presented to the

Company’s shareholders at a General Meeting for the purpose of assessing the

Company’s economic value.

Restriction upon circulation No

Conditions for altering the rights guaranteed to these securities

According to Brazilian Corporation Law, neither the Company’s by-laws nor the

decisions taken by the shareholders at General Meetings can deprive the

shareholders of the following rights: (i) the right to participate in the distribution of the

profits; (ii) the right to participate, in proportion to their respective share of the capital

stock, in the distribution of any assets remaining under the assumption of the

Company being wound-up; (iii) the preemptive right in the subscription for shares,

debentures convertible into shares or subscription warrants, except in the case of

specific circumstances set forth in Brazilian Corporation Law; (iv) the right to inspect,

in the way set forth in Brazilian Corporation Law, the management of the corporate

business; (v) the right to vote at the General Meetings; and (vi) the right to leave the

Company, under the cases set forth in Brazilian Corporation Law, including merger

or consolidation.

Other relevant characteristics Other relevant characteristics can be found in item 18.10.

382

18.2 – Description of any statutory rules limiting the voting rights of significant

shareholders or requiring them to hold a public offering

Limitations on Voting Rights

There are no statutory rules limiting the voting rights of significant shareholders.

Obligation to hold a public offering

The Novo Mercado Regulations establish that sale of share control of the Company, both by

means of a single operation, as well as by means of successive operations, should be contracted

under suspensive or resolutory conditions, whereby the acquirer undertakes to hold a public

offering for the shares of the other shareholders, in compliance with the conditions and terms in

force under the legislation and the Novo Mercado Regulations, so as to guarantee them an equal

treatment to that given to the controlling shareholder who is selling their shareholding, with there

being an obligation to deliver to the BM&FBOVESPA a declaration that contains the price and

other conditions of the transaction for the sale of share control of the Company.

It will also be necessary for this offer to be made (i) when there is onerous assignment of

subscription rights of shares and of other securities or rights in relation to securities convertible

into shares, which result in the divestiture of share control of the Company; and (ii) in the

divestiture of share control of the company that holds a controlling shareholding in the Company,

with the controlling shareholder that is divesting their interest in this case being obliged to declare

to the BM&FBOVESPA the value attributed to the Company in this divestiture, as well as attaching

documents that support this value.

Under the Novo Mercado Regulations, the party which acquires share control of the Company, as

a result of a private agreement for the purchase and sale of shares signed with the controlling

shareholder involving any number of shares, should make a public offering in the way mentioned

above, in addition to reimbursing to the shareholders an amount equal to the difference between

the public offering price and the amount paid for any shares that may have been acquired on the

stock exchange during the six months prior to the date of the acquisition of share control. Such

amount should be distributed among all the individuals who sold the Company’s shares during

those trading sessions in which the acquirer made the acquisitions, in proportion to the net daily

sales balance of each one, it falling to the BM&FBOVESPA to structure the distribution, in

accordance with the terms of its regulations.

The Novo Mercado Regulations also establish that the divesting controlling shareholder is not

allowed to transfer ownership of its shares, and that the Company is not permitted to register any

transfer of shares that represent control, until such time as the acquiring shareholder and those

who may come to hold share control have signed the controlling shareholders’ Term of Consent as

established in the Novo Mercado Regulations.

Whenever necessary, the purchaser should take all the measures to replace the minimum

percentage of outstanding shares, which consists of 25% of the capital stock’s total number of

shares, within the space of the six months following acquisition of control.

The minimum price to be offered under the public offering for acquisition of shares to be made by

the controlling shareholder(s), the group of controlling shareholders or by the Company in the case

of cancellation of the Company’s registration as a public company, should correspond to the

Economic Value determined by the valuation report.

383

If the shareholders decide at an Extraordinary General Meeting (i) that the Company should leave

the Novo Mercado in order for its shares to be registered for trading outside the Novo Mercado or

(ii) upon a corporate restructuring which would result in a company that would not be admitted for

trading on the Novo Mercado, the shareholder, or group of shareholders, which has share control

should hold a public offering to acquire the shares of the remaining shareholders. The price to be

offered should correspond, at least, to the economic value determined by the valuation report,

referred to in article 38 of the Company’s By-Laws, and comply with the applicable legal and

regulatory rules.

384

18.3 – Description of exceptions and suspensive clauses relating to equity or

political rights set forth in the by-laws

Under the terms of the Company’s By-Laws, at the discretion of the Board of Directors, an issue

may be made, without preemptive right or with reduction of the term covered by article 171,

paragraph 4, of the Brazilian Corporation Law, of shares and debentures convertible into shares or

subscription warrants, the placement of which is made by means of sale on the stock exchange or

by public subscription, or even by means of exchange of shares in a public offering for acquisition

of share control, under the terms established by the law, within the limit of authorized capital.

Also under the terms of the Company’s By-Laws, within the limit of authorized capital and in

accordance with the plan approved by the shareholders in a general meeting, the Company may

grant stock options to managers and employees, as well as to managers and employees of other

companies that are either directly or indirectly controlled by the Company, with exclusion of the

preemptive right of the shareholders in the granting and in the exercising of the stock options,

under the terms of article 168, paragraph 3, combined with article 171, paragraph 3 of the Brazilian

Corporation Law.

385

18.4 – Trading volume and highest and lowest price quotes for securities traded

Financial Year

12/31/2012

Quarter Security Type Class Market Administrative Body Financial volume traded

(Reais) Highest quote

(Reais) Lowest quote

(Reais) Quote Factor

03/31/2012 Shares Common Stock Exchange

BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros

1,700,183,595 14.00 12.64 R$ per Unit



1,733,682,570 14.81 10.01 R$ per Unit



899,124,008 12.74 9.78 R$ per Unit



705,735,638 11.97 9.93 R$ per Unit

Financial Year

12/31/2011







1,013,410,266 37.08 24.79 R$ per Unit



1,063,381,892 40.03 34.25 R$ per Unit



827,099,206 39.60 31.35 R$ per Unit



874,086,372 47.10 33.80 R$ per Unit

Financial Year

12/31/2010







661,794,682 27.80 21.85 R$ per Unit



709,821,864 24.10 17.00 R$ per Unit



753,309,588 29.73 18.83 R$ per Unit



815,768,239 31.35 24.01 R$ per Unit

386

18.5 – Description of other securities issued

Security Convertible Debentures

Identification of the security

MPXE-D11

Date of issue 06/15/2011

Date of maturity 06/15/2014

Quantity (Units) 21,735,744

Total value (Reais) 1,376,572,069.00

Restrictions upon circulation

No

Convertibility Yes. On the date of this Reference Form, 72,711 debentures are outstanding, the remaining debentures having been fully settled and converted into common shares issued by the Company.

Condition of convertibility and effects on capital stock

The Convertible Debentures will be able to be converted based on the

fixed price of R$43.00 per share, and this amount does not take into

account the split of shares representing the Company’s share capital

occurred in August 2012.

The conversion price will be simultaneously and proportionally adjusted

whenever there is an increase in capital by means of share bonus, share

split or share grouping, in any form, as from the date of issue, without any

onus for the holders of the Convertible Debentures and in the same

proportion as that established for such events.

Possibility of redemption

No

Characteristics of the securities

The Debentures are registered, book-entry debentures convertible into

common shares issued by the COMPANY, without the issue of certificates.

The Debentures will be secured by floating charge.

Security Commercial Notes

Identification of the security

(BRMPXENPM006)

Date of issue 7/20/2012


Quantity (Units) 300

Total value (Reais) 300.000.000,00


Yes.

Details of restriction Trading on secondary market only between Qualified Investors and after ninety (90) days from subscription or acquisition by the investor.

Convertible No.

Possibility of Yes.

387

redemption

Circumstances and calculation of redemption value

(i) Optional early redemption in whole or in part, at the sole discretion of the Company. Amount of redemption calculated as the par unit value, equivalent to R$1,000,000, plus remuneration corresponding to 100% of the variation in the DI rate plus a margin of 1.5%, on the basis of 252 business days, calculated pro rata on the par value on a compound basis from the issue date to the date of the optional early redemption.

(ii) Mandatory early redemption in full as a result of (a) any public offer for the issue of fixed income securities or debt securities, such as, but not limited to, debentures, shares of receivables investment funds, bonds or commercial paper, by the Company, in Brazil or overseas; or (b) any public offer, in terms of item (a) above, by any company controlled by the Company, provided that such offer creates a liquidity event for the Company, whether by means of a dividend distribution, a capital increase and/or a loan, or by other means. Amount of redemption calculated as the par unit value, equivalent to R$1,000,000, plus remuneration corresponding to 100% of the variation in the DI rate plus a margin of 1.5%, on the basis of 252 business days, calculated pro rata on the par value on a compound basis from the issue date to the date of the mandatory early redemption.


Book-entry, registered, non-convertible commercial notes, issued by

public distribution with restricted placement efforts, without collateral or

personal guarantees being offered to the holders.

Security Commercial Notes

Identification of the Security

(BRMPXENPM006)

Date of Issue 12/14/2012


Quantity (Units) 300

Total value (Reais) 300.000.000,00


Yes.

Details of restriction Trading on secondary market only between Qualified Investors and after ninety (90) days from subscription or acquisition by the investor.

Convertibility No.

Possibility of redemption

Yes.

Circumstances and calculation of redemption value

(i) Optional early redemption in whole or in part, at the sole discretion of the Company. Amount of redemption calculated as the par unit value, equivalent to R$1,000,000, plus remuneration corresponding to 100% of the variation in the DI rate plus a margin of 1.5%, on the basis of 252 business days, calculated pro rata on the par value on a compound basis from the issue date to the date of the optional early redemption.

(ii) Mandatory early redemption in full as a result of (a) any public offer for the issue of fixed income securities or debt securities, such as, but not limited to, debentures, shares of receivables investment funds, bonds or commercial paper, by the Company, in Brazil or overseas; or (b) any public offer, in terms of item (a) above, by any company controlled by the Company, provided that such offer creates a liquidity event for the Company, whether by means of a dividend distribution, a capital increase and/or a loan, or by other means. Amount of redemption calculated as

388

the par unit value, equivalent to R$1,000,000, plus remuneration corresponding to 100% of the variation in the DI rate plus a margin of 1.5%, on the basis of 252 business days, calculated pro rata on the par value on a compound basis from the issue date to the date of the mandatory early redemption.


Book-entry, registered, non-convertible commercial notes, issued by

public distribution with restricted placement efforts, without collateral or

personal guarantees being offered to the holders.

389

18.6 Brazilian markets where securities are admitted for trading

The Company’s securities are traded on the BM&FBOVESPA (Brazilian Securities, Commodities

and Futures Exchange), and its common shares are traded under the code MPXE3.

390

18.7 – Information about class and type of securities admitted for trading on

foreign markets

Global Depositary Receipts Level 1

Country United States

Market U.S. Over-The-Counter (OTC) Market

The market’s administrative body Pink OTC Markets

Date of admission for trading May 8, 2009

Trading segment Level 1

Date of first listing May 8, 2009

Percentage of volume of trades overseas in

relation to the total volume of trade of each class

and type during the last fiscal year

0.09%

Proportion of deposit certificates overseas in

relation to each class and type of share

1 GDR corresponds to 1 common share of the

Company.

Depositary Bank The Bank of New York Mellon

Custodian Institution Banco Itaú S.A.

391

18.8 – Public offerings for distribution held by issuer or third parties, including

controlling shareholders and subsidiaries and affiliates, regarding securities of

the issuer

Public offering for distribution of commercial notes – July /2012

On July 20, 2012, the Company held a public distribution of 300 commercial promissory notes,

with restricted placement efforts, pursuant to CVM Instruction, No. 476 of January 16, 2009, as

amended (“CVM Instruction No. 476”), in a single series, in the nominal value per unit of R$1

million, totaling R$300 million, maturing on July 15, 2013, remunerated by variation of 100% of the

DI rate, plus a surcharge of 1.50% p.a. Other characteristics of the commercial notes issued in

July/2012 are outlined in item 18.5 of this Reference Form.

Public offering of distribution of commercial notes - December 2012

On December 14, 2012, the Company held a public distribution of 300 commercial promissory

notes, with restricted placement efforts, pursuant to CVM Instruction, No. 476, in a single series, in

the nominal value per unit of R$1 million, totaling R$300 million, maturing on December 9, 2013,

remunerated by variation of 100% of the DI rate, plus a surcharge of 1.50% p.a. Other

characteristics of the commercial notes issued in December/2012 are outlined in item 18.5 of this

Reference Form.

Besides the offerings mentioned above, during the last three financial years, no other public

offerings for distribution of securities issued by the Company were held by the Company or by third

parties.

392

18.9 - Description of public offerings for acquisition held by the issuer in

respect of shares issued by third parties

During the last three financial years and during the current financial year no public offerings for

acquisition of securities issued by third parties were held by the Company.

393


There is no other information that the Company deems to be relevant in relation to item 18 which

has not been disclosed in the other items of this Reference Form.

394

19.1 Information on repurchase of shares of the issuer

Justification for non-completion of the chart:

The Company does not have a repurchase plan in place.

395

19.2 - Variation in treasury shares


The Company has not kept treasury shares during the last three fiscal years or in the current

financial year.

396

19.3 - Information on treasury securities as of the closing date of the last fiscal

year


The Company has not kept treasury shares during the last fiscal year.

397




398

20.1. Information on securities trading policy

Date approved 27/03/2009

Position and/or function According to the Company’s Securities Trading Policy (“Trading Policy” or simply

“Policy”) the following are regarded as related persons (“Connected Persons”):

(i) controlling shareholders;

(ii) the Company’s Managers (members of the Executive Board and of the Board of

Directors);

(iii) Members of the Fiscal Council;

(iv) members of the Company’s other bodies with technical or advisory functions

created by statutory provision; or even

(v) executives and employees who, due to their job, function or position in the

Company, in the controlling companies, in the subsidiaries and in the affiliates or in

the EBX group in general, have knowledge of privileged information or relevant

information about the Company.

Main characteristics

The aim of the aforementioned Trading Policy is to establish the rules and procedures that should be observed and applied

by the Connected Persons, as defined above, in connection with trading securities issued by the Company, including their

Derivatives (American Depositary Receipts, for example), with a view to preventing the practice of Insider Trading; that is to

say, the utilization of Privileged or Relevant Information, by Connected Persons and regarding which confidentiality should

be maintained, to obtain undue economic advantage, either for themselves or for others, by means of trading, either on

their own behalf or on behalf of third parties, in Securities issued by the Company.

The rules of the aforementioned Policy also define the periods during which Connected Persons should abstain from

trading in Securities issued by the Company (as indicated in the item below), so as to avoid any potential questions or

suspicions in relation to the undue use of Privileged or Relevant Information not disclosed to the public, in the ways set

forth in CVM Instruction nº 358/2002 (“Instruction 358”).

Connected Persons, Linked Persons and Managers who fail to comply with any provision that is included in the Trading

Policy, in addition to being subject to respond to a sanctioning administrative procedure and the application, by the CVM, of

the penalties set forth in article 11 of Law nº 6385, of December 7, 1976, are also obliged to reimburse the Company and/or

other Connected Persons, in full and without limitation, for all the losses that the Company and/or other Related Persons

incur and which result, directly or indirectly from the aforesaid violation.

Blackout periods and description of the inspection procedures

Related Persons are not allowed to trade in securities issued by the Company

during the following periods (blackout periods):

(i) 15 days prior to disclosure of the Company’s annual financial statements (DFP)

and quarterly financial statements (ITR);

(ii) from the moment that a Connected Person, Linked Person, executive or

employee of the Company has access to the Privileged Information until such time

that the Relevant Act or Fact in relation to the conclusion of the deal or transaction

that the Privileged Information was related to has been disclosed to the market;

and

(iii) in all those periods in which by virtue of the communication of the DRI, it has

been determined that no trading shall take place.

The Company’s Investor Relations Officer is responsible for notifying Connected

Persons of blackout periods.

The prohibitions contained in the Trading Policy include all trading in securities

issued by the Company carried out directly and indirectly by Connected Persons.

Moreover, managers, executives and employees who have left the Company are

not allowed to trade in the Company’s securities in accordance with the following

rules:

399

(i) Managers: for a period of six months after their termination or resignation; and

(ii) Managers, executives and employees: until public disclosure, by the Company,

of the Relevant business Act or Fact that began during their period of management

– even if it takes more than six months after termination or resignation in the case

of former Managers – except if trading in the Company’s shares, after disclosure of

the Relevant Act or Fact, might interfere in the conditions of the aforementioned

business activities, to the expense of the Company’s shareholders or the Company

itself.

Connected Persons should also direct Linked Persons related to them to comply

with the blackout periods.

Other periods in which there are restrictions on trading: (a) when there is, on the

part of the Company’s management, the intention to bring about the consolidation,

spin-off, merger, transformation or corporate restructuring; and (b) when there is,

on the part of the Company’s management, the intention to carry out a capital

increase, whether public or private, or to issue debt or debentures.

The Company’s Investor Relations Officer is responsible for monitoring and

carrying out the Trading Policy, it being his/her job to coordinate the list of

Connected Persons and Linked Persons and keep it permanently up-to-date, as

well as to ensure that Connected Persons are fully informed as to their condition

and of the restrictions imposed by the Company’s Trading Policy.

The persons included in the prohibition list are obliged to communicate to the

Company’s Investor Relations Officer any trade made with the shares issued by

the Company, as well as by its controlling shareholders and by its subsidiaries.

The communication should be made within the space of five days after carrying out

each trade and should contain the following minimum information, as a result of

CVM Instruction 358: (a) name, qualification; (b) quantity of shares traded and, in

the case of other securities, their characteristics; (c) identification of the issuer

company and of the balance of the position held before and after the trade; and (d)

the manner of acquisition or disposal, price and date of the transactions.

If there is any atypical oscillation in the price or in the quantity traded of the

securities issued by the Company, the Company’s Investor Relations Officer

should investigate the people who have access to Privileged or Relevant

Information, with the aim of ascertaining if they, or Linked Persons related to them,

traded securities issued by the Company making use of the differentiated access

to that information, and examining whether they have maintained the due

confidentiality with regard to this Privileged or Relevant Information.

Additionally, related persons should (a) keep relevant information about the

Company confidential and not use it to for the purpose of gaining advantages for

themselves or for anyone else; and (ii) make every effort to ensure that their

subordinates and third parties maintain confidentiality regarding such information

and do not use it for their own benefit.

400




401

21.1 Description of internal rules, regulations and procedures for disclosing

information

The Company has a Policy on Disclosure and Use of Market Information (“Disclosure Policy”),

which is described in item 21.2 of this Reference Form, the full content of which can be found on

the Brazilian Securities Commission’s site (www.cvm.gov.br) and on the Company’s site

(www.eneva.com.br/ri).

In addition, according to the legislation and the CVM rules that are in force, in particular the

Brazilian Corporation Law and CVM Instruction nº 358, date January 3, 2002 as amended (“CVM

Instruction 358”), all and every public company should, as a general rule, at regular intervals

present the CVM (Brazilian Securities Commission) and the BM&FBOVESPA with certain specific

information, such as quarterly financial reports and annual financial statements accompanied by

management’s report and the independent auditors’ opinion, as well as filing with the CVM and the

BM&FBOVESPA any shareholder agreements that exist, notifications regarding shareholders’

general meetings and communications in relation to the disclosure of relevant acts or potential

relevant facts.

CVM Instruction 358 also governs the rules regarding the disclosure and or use of information

about relevant acts or facts, including, but not restricted to, those which relate to the disclosure of

information regarding trading in and the acquisition of securities issued by public companies.

These rules:

establish the concept of relevant act or fact which gives rise to the obligation of disclosure.

Included within the concept of relevant act or fact are decisions taken by the controlling

shareholders, resolutions taken by the shareholders in general meeting or by the

company’s board of directors, or any other political, administrative, technical, financial or

economic acts or facts related to the company’s business that may influence the price of its

shares and/or investors’ decisions to trade and/or keep these shares or to exercise any

rights underlying these shares;

specify acts or facts that are considered relevant, such as the signing of contracts

foreseeing the transfer of control of the company, the entry or exit of shareholders who

have any operational, administrative, financial or technological agreement or collaboration

with the company as well as the occurrence of any corporate restructuring carried out

among the companies related to the company in question;

oblige the public company to disclose relevant acts or facts to the CVM and to the

BM&FBOVESPA, as well as to the market in general, by means of the publication of the

aforementioned relevant acts or facts in the newspapers generally used by the aforesaid

company;

demand that the acquirer of control of a public company disclose a relevant fact, including

its intention, or not, to cancel the company’s registration as a public company, within the

space of a year;

demand that the members of the board of directors and of the fiscal council (or of any

technical or consultive body) of a public company disclose to the CVM and to the

BM&FBOVESPA the number, type and manner of trading in the shares issued by the

aforementioned company, its subsidiaries and its parent companies, held by the aforesaid

402

persons, as well as by their spouses, companions and dependents, also informing them of

any changes in the aforementioned shareholdings;

demand that any direct or indirect controlling shareholder, or any shareholder electing

members of the board of directors of a public company who increases or decreases his/her

stake in the aforementioned company by more than 5%, should disclose the information

related to the aforesaid acquisition or disposal; and

prohibit the trading of securities based on privileged information.

Moreover, the Company joined the Novo Mercado, the BM&FBOVESPA special listing segment in

terms of corporate governance which, in addition to the legislation and the applicable CVM

regulations, envisages more rigorous disclosure rules and increases the information to be

disclosed by public companies that adopt such differentiated corporate governance practices.

Among other things, the Novo Mercado Regulations impose the obligation to present cash flow

statements together with the quarterly information and the annual financial statements as well as

the annual disclosure of the schedule of corporate events.

According to the applicable CVM regulations, any decision by a potential controlling shareholder,

decision of the shareholders taken in general meeting or of the Company’s administrative bodies,

or any act or fact of a political, administrative, technical, business or economic financial character

that has occurred or which is related to the Company’s business, which may influence to a

measurable degree (i) the price of securities issued by it; (ii) investors’ decisions to purchase, sell

or keep the securities issued by it; or (iii) investors’ decisions in relation to the exercising of any

rights that relate to the condition of ownership of the securities issued by it, is regarded as a

relevant item of information.

Also, according to the applicable CVM regulations, prior to disclosing to the market any relevant

act or fact that has occurred in connection with the Company, it is prohibited for trading in shares

issued by the Company to be carried out by any of the following: (i) the Company itself; (ii)

potential direct or indirect controlling shareholders; (iii) the company’s directors; (iv) the company’s

advisors; (v) the members of any of the company’s bodies with technical or consultive functions,

created by arrangement; (vi) anyone who, by virtue of their job, function or position in the

company, in the parent companies, subsidiaries or affiliate companies, has knowledge of the

relevant act or fact; (vii) anyone who has knowledge of information related to the relevant act or

fact and knows that it relates to information which has not yet been disclosed to the market, in

particular those who have a commercial or professional relationship with the company or one of

trust, such as independent auditors, market analysts and consultants, whose job it is to check

regarding the disclosure of information prior to trading in securities issued by the company; and

(viii) members of the board of directors who have left the company prior to public disclosure or

business activities or facts that began during their period of management, and who will continue to

be subject to the ban for a period of six months after they have left the company.

The aforementioned ban also prevails whenever there is underway an acquisition or disposal of

shares issued by the Company, subsidiaries, affiliate companies or another company which is

under common control, or if an option or mandate has been granted for the same purpose, as well

as if the company has the intention of promoting incorporation, total or partial split, merger,

transformation or corporate restructuring. The persons mentioned above are also prohibited from

trading in securities issued by the Company during the 15 days prior to the publication of the

quarterly information (ITR) and the financial statements.

403

21.2 - Description of the policy for disclosing relevant acts or facts and of the

procedures for maintaining secrecy about relevant information not disclosed

The Company has a Policy on Disclosure and Use of Market Information (“Disclosure Policy” or

simply “Policy”), the purpose of which is to establish guidelines and procedures regarding the use

of relevant information about the Company, as well as maintaining confidentiality with regard to

privileged information, until such time as it is disclosed to the market, under the terms of CVM

Instruction nº 358 and CVM Instruction nº 369. It is compulsory for Connected Persons to comply

with these directives and procedures. The Disclosure Policy is based on the following principles

and objectives:

to provide complete information to the shareholders and investors;

to guarantee ample and immediate disclosure of Relevant Acts or Facts;

to ensure that all shareholders and investors have equal access to the public information

about the Company;

to make every effort to keep undisclosed Relevant Acts or Facts confidential;

to contribute to the stability and development of the Brazilian capital markets; and

to consolidate good corporate governance practices in the Company.

According to the Disclosure Policy, “Relevant Acts or Facts” denotes any decision by the

Company’s controlling shareholder, decision of the shareholders taken in general meeting or of the

Company’s administrative bodies, or any act or fact of a political, administrative, technical,

business or economic financial character that has occurred or which is related to the Company’s

business, which may influence to a measurable degree (a) the price of securities issued by the

Company or which are pegged to them; (b) investors’ decisions to purchase, sell or keep those

securities; and (c) investors’ decisions in relation to the exercising of any rights that relate to the

condition of ownership of the securities issued by the Company or which are pegged to them, in

particular, but not being restricted to, the acts or facts listed in CVM Instruction 358.

The Disclosure Policy determines that Connected Persons have a duty to maintain confidentiality

regarding privileged information until such time as it is disclosed to the market, and to make every

effort to ensure that subordinates and third parties who they trust do the same, being jointly

responsible with these in the case of failure to observe the duty of confidentiality. It is stressed that

Connected Persons may not use privileged information that they have access to for their own

benefit or for the benefit of third parties.

In addition, Connected Persons should make every effort to ensure that those who have a

commercial or professional relationship or a relationship of trust with the Company, such as

independent auditors, securities analysts, consultants and institutions that belong to the

distribution system also observed this duty. Therefore, Connected Persons will be responsible for

communicating to the Company’s Investor Relations Officer all and any Relevant Acts or Facts that

they have knowledge of, and which they know the Company’s Investor Relations Officer is not yet

aware of, as well as checking to see if the Company’s Investor Relations Officer has taken

measures regarding the disclosure of the respective information. If these individuals confirm that

the Company’s Investor Relations Officer has failed in his duty to communicate and disclose, and if

no decision has been made in connection with maintaining confidentiality regarding the Relevant

Act or Fact, they should immediately communicate the Relevant Act or Fact to the CVM in order to

be relieved of the responsibility imposed by the applicable legislation in the case of their failure to

make disclosure.

404

The Policy also determines that the Company’s Executives and Employees, among other

procedures, should always consult the Investor Relations Officer or the Investor Relations area for

guidance before any interviews or making any pronouncements, in addition to passing on to them

any external contact made by research areas or banks’ share selling areas and investors in

general. The Company’s Executives and Employees should only provide the external public with

information that has been widely disclosed to the market.

Those persons who are subject to the provisions set forth in the Disclosure Policy are obliged to

ensure that information which is disclosed about the Company’s equity and financial condition is

correct, complete, continuous and developed through those members of management whose

function this is.

According to the regulations that are in force and the Company’s Disclosure Policy, the Company’s

Investor Relations Officer is the one who is primarily responsible for communicating and disclosing

the Relevant Act or Fact regarding the Company to the CVM, to the Bovespa and, if it is the case,

to the Stock Markets and Over-the-Counter Market in which the securities issued by the company

are admitted for trading, in a clear and precise way, in language which is objective and accessible

to the investor public, with it being a general rule that this disclosure should be made immediately

after the item’s occurrence and at the same time to the entire market, by means (i) of publication in

the newspapers with a large circulation that are normally used by the Company; and (ii) making

the respective information available, with at the very least the same content as that furnished to

the CVM and to the BM&FBOVESPA, on the world wide web.

Disclosure of the Relevant Act or Fact should, whenever possible, be made simultaneously to the

CVM and to the market entities where the securities issued by the Company are trade, before the

start of, or after the close of, trading on the BM&FBOVESPA and, if it is the case, to the Stock

Markets and Over-the-Counter Market in which the securities issued by the company are admitted

for trading. When the securities issued by the Company are being traded simultaneously on both

Brazilian as well as Foreign Market Entities, the disclosure should, as a rule, be made before the

start of, or after the close of, business in all the countries. If there is an incompatibility in terms of

the hours, the operating hours of the Brazilian market will take precedence.

It will also be the responsibility of the Company’s Investor Relations Officer to evaluate the need to

ask, always simultaneously, both the Brazilian and Foreign Market Entities, to suspend trading in

the securities, for as much time as is necessary to properly disseminate the relevant information, if

it is essential that the disclosure of the Relevant Act or Fact be made during trading hours. The

Company’s Investor Relations Officer should provide proof to the Brazilian Market Entities that the

request for the suspension of trading was also made to the Foreign Market Entities.

The Company should immediately disclose any relevant information whenever: (i) the information

is beyond the control of the Company and its bodies, as well as of those who originally had

knowledge of it; and (ii) there are totally atypical oscillations in the quote, price or quantity of

shares traded which may be related to some loss of control of relevant information. And, whenever

the Company’s Investor Relations Officer is asked to provide investors with additional clarification

to the communication and the disclosure of the Relevant Act or Fact, or in the case of atypical

oscillations such as those mentioned previously, the Company’s Investor Relations Officer should

investigate those individuals with access to the Relevant Acts or Facts, for the purpose of checking

whether these have knowledge of information that should be disclosed to the market.

Under the assumption of broadcasting the Relevant Act or Fact by any whatsoever means of

communication, including press releases, or at class entity meetings, investors, analysts or with a

405

selected audience, both in Brazil as well as abroad, the Company’s Investor Relations Officer

should simultaneously disclose the respective information to the market.

Lastly, it is stressed that, violation of the rules established in the Disclosure Policy, in CVM

Instruction 358/2002 and in the other applicable legal and regulatory provisions may subject the

offending party to answer administrative proceedings and to the application by the CVM, of the

penalties foreseen under the law or in the applicable regulations.

Exception to Disclosure

It may be allowed, in exceptional circumstances, for the Relevant Acts or Facts, not to be

disclosed, if the Company’s controlling shareholder or if its board of directors consider that doing

so would jeopardize the Company’s legitimate interests, with it being compulsory in this case to

follow the procedures established under the applicable rules.

The Company’s controlling shareholder or its board of directors, are obliged, by intermediation of

the Company’s Investor Relations Officer or directly, to immediately disclose the Relevant Act or

Fact, in the case of any of the following assumptions:

there are indications that the information has gotten out of control; or

there are atypical oscillations in the quote, price or quantity traded of securities issued by

the Company or which are pegged to them.

Whenever there are doubts, on the part of those who have knowledge of the Relevant Act or Fact,

with regard to the legitimacy of not disclosing the information, the matter should be submitted to

the CVM, in the manner set forth in the applicable rules, with it being up to the CVM to decide

whether or not to disclose it.

406

21.3 - Managers in charge of implementing, maintaining, assessing and

inspecting the information disclosure policy

The Investor Relations Officer is the one who is responsible for implementing, maintaining,

monitoring and carrying out the Company’s Disclosure Policy.

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408

22.1 - Acquisition or disposal of any relevant asset that is not included in the

issuer’s ordinary business operations

There was no acquisition of disposal of any relevant asset that is not included in the issuer’s

normal business operations.

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22.2 - Significant changes in the issuer’s form of conducting business

There was no significant change in the Company’s form of conducting business.

410

22.3 - Relevant agreements entered into by issuer and its subsidiaries which

are not directly related to its operating activities

There are no relevant agreements that have been entered into by the Company or its subsidiaries

which are not directly related to its operating activities.

411


There is no other relevant information which has not been disclosed in this Reference Form.

ajd/dtr/ajd/43334.doc 6/19/13

Reference Form - 2013

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Transcript of Reference Form - 2013