ENEVA Corporate Presentation ? January 2015

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Corporate Presentation January, 2015



The material that follows is a presentation of general background information about ENEVA S.A. and its subsidiaries (collectively, “ ENE

the date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty,

concerning, and no reliance should be placed on, the accuracy, fairness, or completeness of this information.

This presentation may contain certain forward-looking statements and information relating to ENEVA that reflect the current view

Company and its management with respect to its performance, business and future events. Forward looking statements include, with

that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “ may ” , “ p

“ expect ” , “ envisages” , “ will likely result ” , or any other words or phrases of similar meaning. Such statements are subject to a numb

assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, object

and intentions expressed in this presentation. In no event, neither the Company, any of its affiliates, directors, officers, agents o

placement agents shall be liable before any third party (including investors) for any investment or business decision made or ac

information and statements contained in this presentation or for any consequential, special or similar damages.

This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities.

Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.

Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients shou

in this regard.

The market and competitive position data, including market forecasts, used throughout this presentation were obtained from intern

publicly available information and industry publications. Although we have no reason to believe that any of this information or these

material respect, we have not independently verified the competitive position, market share, market size, market growth or other dat

by industry or other publications. ENEVA, the placement agents and the underwriters do not make any representation as to the accurac

This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in

written consent.

Disclaimer



ENEVA Overview

1



A Brazilian thermal generator with asset exposure to energy fossil fuels (natural gas

ENEVA at a Glance

2.9GW inflation-protected long-term PPAs

Long-term PPAs guarantee R$2.3 billion in annual inflation-adjusted capacity payments

PPAs provide hedge against commodity price exposure

Integrated gas E&P assets supply ENEVA’s power plants

Competitive portfolio of licensed greenfield wind, coal and gas

fired capacity

Company Description

ENEVA ownership structure

Geographic Footp

Amapari EnergiaENEVA 51% / Eletronorte 49%

Diesel - 23MW

ItaqENEVCoal

Natural GasExploratory

blocksOperated by PGN

(Cambuhy PE, ENEVA andE.ON partnership)

Contracted production

of 8.4MM m3

/day

Free Float (37.1%)

42.9% 20.0%

Other

ENEVA ParticipaçõesENEVA/E.ON

Joint Venture

50%

50%

BNDES

8.6%

EikeBatista

Controlling Block

28.5%

NOTES: (1) Sale agreement of ENEVA’s interest for EDP executed on Dec 2014; (2) Ownership structure assumes future merger of ENEVA Participações



Operations

2



Coal FleetItaqui, Pecém I and Pecém II

2.1



Pecém I¹

Capacity: 720MW

Fx. Rev.²: R$637.0MM /year

CVU: R$107/MWh

Auction: A-5/2007

COD: Dec 2012

Capacity: 360MW

Fx. Rev.²: R$336.7MM/year

CVU: R$111/MWh

Auction: A-5/2007

COD: Feb 2013

Itaqui

Capac

Fx. Re

CVU: R

Auctio

COD: O

Coal Generation Portfolio Overview1.4 GW of installed capacity in full operation

NOTES: (1) Sale agreement of ENEVA’s interest for EDP executed on Dec 2014; (2) Fixed revenues are indexed to inflation index – IPCA (Database: Nov 2014)



79.2%77.9%

79.7%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Availability Historical Availab. 1 year Availab. 6 months Availab.

Availability¹

Technical improvements and additional spares totaling up

to an estimated R$40MM will allow for reduced downtime

EBITDA (R$MM)

Itaqui

Auction: 95%

3Q14 EBITDA hit by reimbu

unavailability cost overpayme

NOTE: (1) Based on Company and ONS data

-95.3

-31.3

5.924.2

1Q13 2Q13 3Q13 4Q13



66.3%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Unit 1 Unit 2 Historical Availab.

Availability¹

Technical improvements and additional spares totaling up

to an estimated R$30MM will allow for reduced downtime

EBITDA (R$MM)

Pecém I

Auction: 90%

3Q14 EBITDA hit by reimbu

unavailability cost overpayme


-151.2 -143.4

-63.8

40.161.7

4Q12 1Q13 2Q13 3Q13 4Q13



90.8%88.2%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Availability Historical Availab. 1 year Availab.

Availability¹

Improved commissioning resulted in more stable operations,

incorporating lessons learned from other plants

Monitoring of auxiliary equipment to keep good performance

EBITDA (R$MM)

Pecém II

Auction: 95%


55.4

46.3

3

4Q13 1Q14 2



Natural Gas-fired AssetsParnaíba I, Parnaíba III and Parnaíba IV

2.2



Parnaíba II2 GE GTs x 168,8MW+ 1 GE ST x 181MW

Parnaíba I4 GE GTs x 168,8MW

Parnaíba III1 GE GT x 168,8MW

+ 1 Wärtsilä GM x 7,3MWParnaíba IV

3 Wärtsilä GMs x 18MW

Capacity: 56MW

46% efficiency

Fix. Rev: R$54MM/year

CVU: R$69/MWh

Free market

COD: Dec 2013

Capacity: 178MW

38% efficiency

Fix. Rev²: R$104.9MM/year

CVU: R$171/MWh

Auction: A-5/2008

COD: Dec 2013

Capacity: 676MW

37% efficiency

Fix. Rev²: R$472.6MM/year

CVU: R$109/MWh

Auction: A-5/2008

COD: Apr 2013

Cap

51%

Fix.

CVU

Auc

Op.

Parnaíba IV Parnaíba III¹ Parnaíba I¹

Notes: (1) Bertin project developed by ENEVA; (2) Fixed revenues indexed to infl ation index – IPCA (Database: Nov 2014)

Parnaíba Complex overviewA unique case in Brazil power generation sector with 910MW already in operation





85.5%

74.4%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Availability Historical Availab. 6 months Availab.

Availability¹ EBITDA (R$MM)

Parnaíba III


Auction: 95%

Availability reduction as of May 2014 as a result of natural gas optimization run

Despite availability reduction, lower financial impact due to highest CVU among Parnaíb

1.1

14.4

1Q13 2Q13



Availability¹

Ongoing project to improve the reliability of Parnaíba IV Wärtsilä engine

EBITDA (R$MM)

Parnaíba IV


2.6

10.3

-

1Q13 2Q13 3

85.1%

90.6%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Availability Historical Availab. 6 months Availab.



Recent Highlights

3



Background: Delayed 450MWa PPA, with initial supply date as of

Mar 2014

Balanced negotiation with Aneel, preserving the PPA and mitigating

potential high regulatory/contractual penalty

Final terms and conditions:

o 20-year PPAs start date postponed to Jul 1, 2016

o R$334MM, to be paid as tariff contribution

In installments starting in 2022

- 2022 to 2025: R$13.0MM/year

- 2026 to 2036: R$25.6MM/year

Through the partial reduction in annual fixed revenues over PPAs’ term

o Commitment to close the cycle of Parnaíba I OCGT in next 5 years

(extendable for +5 years by Aneel), subject to certain conditions

precedent, such as sale of energy in the regulated market

Parnaíba II Final Agreement with Aneel

Pecém II and Parnaíba I & III

Regulatory Developments (1)Parnaiba II PPA restructuring

Gas optimization of Parnaíba Thermoel

Aneel: Parnaíba I substituted by Parnaíavailable.

All plants PPAs terms and conditions f

production, as recommended by ANP u

other gas areas (4.4-4.8 million m³/day

Parnaíba Gas Optimization



Unavailability charges were being paid on an hourly-based methodology, while PPAs provided for a 60-month rolling

In January 2014 and Sep 2014, Federal Court ruled in favor of ENEVA, in line with PPAs terms and conditions

All operating plants currently protected against hourly-based unavailability charges

Unavailability costs paid amount to +R$315MM1, 2

In Sep 2014, Aneel granted to Pecém I and Itaqui reimbursement of unavailability charges overpayment. On Nov 20

approx. R$336MM

Pecém II, Parnaíba I and Parnaíba III will request to Aneel to be also reimbursed for overpayment

Plant 100% Ownership adjusted

Itaqui R$100.6MM R$100.6MM

Pecém I R$247.4MM R$123.7MM

Pecém II R$61.0MM R$30.5MM

Parnaíba I R$61.9MM R$43.3MM

Parnaíba III R$39.6MM R$20.8MM

Total R$510.5MM R$318.9MM

Regulatory Developments (2)Unavailability charges (ADOMP) now calculated and paid as provided for in PPAs

NOTES: (1) Consider hourly-based methodology for unavailability charges until Aug 2014; (2) Does not consider amounts paid since Federal Court decisions



Highlight to Personnel expenses reduction in the last 12 months (-15.8%)

o Headcount drop (-24.5%)

o Streamlining of organization structure

Ongoing HoldCo expenses cut and optimization program

o R$80MM/year targeted until 2015 year-end

o Further reductions in IT and consulting costs over the coming months

HoldCo Operational Expenses1/2/3

NOTES: (1) Does not include Depreciation & Amortization; (2) Does not include stock options cost; (3) Holding comprises ENEVA and ENEVA Participações

HoldCo Headcount3

HoldCo Expenses Reduction and Optimization Plan OngoingConsistent reduction of costs in recent quarters

33.2

27.9

29.8

1Q13 2Q13 3Q13

159

147

1Q13 2Q13

é



Non-solicited proposal from EDP to acquire ENEVA interest in Pecém I

Proceedings: R$300.0MM

Involved assets

o ENEVA’s shares, corresponding to 50% of Pecém I share capital on the transaction signing date

o ENEVA credit conversion (R$409.9MM), comprised of:

- Intercompany loan: R$178MM

- Coal supply contract: R$208MM

- Electric energy contract: R$23.9MM

Release of ENEVA of future contributions in the asset

o Outstanding CAPEX and investments on operational stabilization plan; and

o Debt service

Next steps

o Brazilian anti-trust agency (CADE) approval; and

o ENEVA’s lenders approval, considering JR requested on Dec 2014

Pecém I SaleImmediate liquidity to move forward in challenging times



Judicial Recovery Request

4

J di i l R R t



Efforts made by officers of the Company in the last months

Judicial request reasons

o No renewal of agreement to suspend amortization and payment of interest on financial transactions, expired on N

o No agreement with financial institutions to implement a stabilization plan, comprised of:

- Capital structure strengthening; and

- Debt reprofiling

Involved assets

o ENEVA S.A.

o ENEVA Participações S.A.

o None of operating subsidiaries were part of JR request

Judicial request approved by Court and confirmed by shareholders on Dec 2014

Judicial Recovery RequestNecessary protection to continue operations

Private capital increase: R$133MM (net proceedings)

Partial sale of Pecém II: R$408MM

Adjustment on calculation and payment of plants unavailability(ADOMP)

Unavailability cost overpayments reimbursement for Pecém Iand Itaqui: R$360MM

Agreement with Aneel to preserve Parn

Sale of ENEVA interest in Pecém I: R$3

Significant improvement in power plant

Significant reduction in HoldCo expense



Brazilian Power Market and Greenfield Por

5

B ili E M t i



Southeast Reservo

~70% of total storage ca

Source: ANEEL

Brazil’s Generation Capacity: 134GW

Breakdown by source – January 2015

Brazil is highly dependent on hydro generation with increasingly faster depletion of re

Brazilian Energy Matrix

67%

75%

38%

43%39% 40%

43% 42% 43%40%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

100%

Jan Feb Mar Apr May Jun Jul

Average 2007-2011 2012

66.7%

9.4%

2.7%

1.5%

3.7%

16.0%

Hydro Gas Coal Nuclear Wind Others



Parnaíba I: Closing of the Cycle (1)



Part of Parnaíba II Agreement settled with Aneel in Nov 2014

Bottoming of open cycle gas turbines from Parnaiba I power

plant provides extra 360MW

Competitive project as no additional gas needed¹

Installation Environmental License issued

Plug and Play: 500kV electrical substation and water supply

already built

Known technology, original design of Parnaiba Generation

Complex done to enable modular expansion, leading toefficient implementation and operation

o ENEVA recent experience in Parnaíba II combined-cycle plant at

neighboring site

Cost sharing efficiency (O&M, administrative, HSSE, spare

parts etc.) with Parnaíba Generation Complex make the project

even more competitive

Highlights Parnaíba Site

Bottoming #1

NOTE: (1) To enable expansion additional fuel mainly for PPA/contract harmonization and internal consumption

Parnaíba I: Closing of the Cycle (1)Highly competitive expansion to existing site

Parnaíba I: Closing of the Cycle (2)



Net power output: 352,8 MW

Plant’s upside efficiency: 51% (previously 37%)

Additional gas consumption: zero

Contractor: TBD (first phase performed by Duro Felguera)

Implementation schedule: 36 months

CAPEX: approx. R$1.75 billion

Target capital structure: 70/30, with BNDES financing

Target IRR: 15% real

Main equipment/delivery time

o Steam Turbine + Generator: 18 months

o Heat Recovery Steam Generator (boilers): 14 months

o Cooling Tower: 13 months

o Pumps (feed water, condensate, cooling water): 13 months

New equipment

Parnaíba I: Closing of the Cycle (2)Highly competitive expansion to existing site



Documents

ENEVA Corporate Presentation ? January 2015