ENEVA Corporate Presentation ? July 2014

July, 2014

Company Overview

1

One of the largest private sector power generators in Brazil

ENEVA currently operates 2.4GW in coal and gas-fired power plants (2.9 GW until the end of year)

Integrated energy platform, with privileged access to natural resources

Only private power generator in Brazil with access to onshore gas

Ongoing restructuring initiatives

- Reorganization of the companys structure and continuous TPPs operation stabilization

- Strengthening of the companys capital structure

Competitive greenfield portfolio

Licensed coal, gas and wind power generation projects

3

Company Overview

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

ENEVA at a Glance

2.9GW inflation-protected, long-term PPAs

o 2.4GW in operation

o 517MW under construction

Long-term PPAs guarantee R$2.2 billion in annual inflation-adjusted

capacity payments

PPAs provide hedge against commodity price exposure

Integrated gas E&P assets supply up to 8.4MM m/day to ENEVAs power

plants

Competitive portfolio of licensed greenfield wind, coal and gas fired

capacity

Company Description

4

ENEVA ownership structure

Geographic Footprint

Parnaba I ENEVA 70% / Petra 30% Natural Gas - 676MW

Amapari Energia ENEVA 51% / Eletronorte 49% Diesel - 23MW

Itaqui ENEVA 100% Coal - 360MW

Natural Gas Exploratory

blocks Contracted production

of 8.4MM m3/day

Pecm I ENEVA 50% / EDP 50% Coal - 720MW

Pecm II ENEVA 100% Coal - 365MW

Parnaba II ENEVA 100% Natural Gas - 517MW

Parnaba III ENEVA 70% / Petra 30%

Natural Gas - 176MW

Parnaba IV ENEVA 70% / Petra 30% Natural Gas - 56MW

Free Float (38.2%)

37.9% 23.9%

Other

MPX / E.ON Partipaes Joint Venture

50%

50%

BNDES

10.3%

Eike Batista

Controlling Block

27.9%

Solar Tau ENEVA 100% Solar - 1MW

Note: 1) Ownership structure assumes future MPX / E.ON Participaes JV incorporation, as disclosed on the Material Fact Notice as of July 3, 2013

Pecm I

Capacity: 720MW

Fix. Rev.: R$600.3MM /year

CVU: R$99/MWh

Auction: A-5/2007

COD: Dec, 2012

Capacity: 360MW

Fix. Rev.: R$317.3MM/year

CVU: R$103/MWh

Auction: A-5/2007

COD: Feb, 2013

Itaqui

Note: (1) Fixed revenues are indexed to inflation index IPCA (Database: Nov, 2013)

Capacity: 365MW

Fix. Rev.: R$284.9MM /year

CVU: R$108/MWh

Auction: A-5/2008

COD: Oct, 2013

Pecm II

Coal Generation Portfolio Overview 1.4 GW of installed capacity in full operation

5

Gas Treatment

Unit

Parnaba II 2 GE GTs x 168,8MW + 1 GE ST x 181MW

Parnaba I 4 GE GTs x 168,8MW

Parnaba III 1 GE GT x 168,8MW

+ 1 Wrtsil GM x 7,3MW Parnaba IV

3 Wrtsil 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


CVU: R$160/MWh

Auction: A-5/2008

COD: Dec, 2013

Capacity: 676MW

37% efficiency


CVU: R$114/MWh

Auction: A-5/2008

COD: Apr, 2013

Capacity: 517MW

51% efficiency


CVU: R$59/MWh

Auction: A-3/2011

Completion: est. 4Q14

Parnaba IV Parnaba III Parnaba I Parnaba II

Notes: (1) Bertin project developed by ENEVA; (2) Fixed revenues indexed to inflation index IPCA (Database: Nov, 2013)

Parnaba Complex Overview A unique case in Brazil power generation sector with 910MW already in operation

6

Outstanding management capabilities

Financial strength and discipline

Sector know-how: E.ON E&P looks at a volume delivery of +170k

barrels/day and +60 licenses in GB and Norway

Tried and tested Parnaba experience, know-how of Parnaba Complex

rooted within PGN

Strong Shareholders

All Parnaba gas-fired power plants are supplied by Parnaba Gs Natural,

owner and operator of 8 onshore exploration blocks

ENEVA has a direct interest in PGN as key supplier of its TPPs

Declaration of commerciality with Development Plan for 3 gas fields:

Gavio Real, Gavio Branco and Gavio Azul

Gas supply agreements secured for 8.4MM m/day

R$250 million capital injection concluded in Feb, 2014

Highlights

7

Integrated Natural Gas E&P

Strong competitive position in gas-fired generation

Parnaba Gs Natural

18.2% 9.1% 72.7%

Geographic Footprint

Note: 1) Ownership structure after execution of the sale and purchase agreement between OGP and Cambuhy, subject to approval by OGPs creditors, under its judicial recovery procedure, and authorization by ANP

Operating & Financial Performance of Power Plants

2

Operating Costs

9

Operational Performance (Itaqui)

EBITDA (R$MM)

Availability Variable Revenue X Variable Cost (R$/MWh)

Sources: ONS & Company

Positive EBITDA driven by improved operational performance and reduced operating cost/MWh

COD: Feb 5, 2013

24.2

36.1

4Q13 1Q14

63%

83% 84% 87%

75%

1Q13 2Q13 3Q13 4Q13 1Q14

4Q13 1Q14 1Q14/ 4Q13

Operating Costs1 (R$ 000) 125,668 121,005 -3.7%

Gross Energy Generated (GWh) 660 583 -12%

Operating Costs per Gross Energy Generated (R$/MWh)

190.5 207.7 9.0%

NOTE: 1) Does not include Depreciation & Amortization.

261

232

144 159

128 149

112

141

108 103 115 121

126 129

107 106 103 102 102 100 104 108 107 113 116 119 120 112

Variable Cost Variable RevenueAvailability reduction in 1Q14 due to mainly maintenance in coal mils, fan equipment and emissions control systems

10

Operational Performance (Pecm II)

Variable Revenue X Variable Cost (R$/MWh) Availability


EBITDA positively impacted by high availability and recurring positive margin on dispatch

EBITDA (R$MM)

COD: Oct 18, 2013

N.A. N.A. N.A.

85%

97%

1Q13 2Q13 3Q13 4Q13 1Q14

55.4

46.3

4Q13 1Q14

92 99 111 99 106 101

114 118 122 125 125 118

Variable Cost Variable Revenue


Operating Costs

4Q13 1Q14 1Q14/ 4Q13

Operating Costs1 (R$ 000) 92,446 99,414 7.5%

Gross Energy Generated (GWh) 558.1 720.8 29%


165.7 137.9 -17%

11

Operational Performance (Parnaba I)

EBITDA (R$MM)



OBS: Dispatch margin captured by Parnaba Gs Natural

Growth in operating costs per MWh justified by increase in Henry Hub prices and offset by

increase in variable revenues

COD: Feb 1st, 2013 to

Apr 12, 2013

96% 91%

96% 96% 99%

1Q13 2Q13 3Q13 4Q13 1Q14

32.0

44.8

4Q13 1Q14

77 74 65 75 80

68 77 78 74 79 90 77 79 77

80 82 94 99 100 96 93 99 95 92

104 121

152 134



Operating Costs

4Q13 1Q14 1Q14/ 4Q13

Operating Costs1 (R$ 000) 183,576 221,902 21%

Gross Energy Generated (GWh) 1,370 1,411 3.0%


134.0 157.2 17%

Operating Costs

12

Operational Performance (Pecm I)

Availability

NOTES: 1) Figures consider 100% of Pecm I; 2) Does not include Depreciation & Amortization.

Variable Revenue X Variable Cost (R$/MWh)

EBITDA negatively impacted by high unavailability costs due to outage of Turbine #1


In Jan, 14, Turbine #1 was 744 hours unavailable primarily due to shaft maintenance and hydrogen seal replacement, started in 4Q13

COD: Dec 1st, 2012 May 10, 2013

72%

41%

66%

51%

71%

1Q13 2Q13 3Q13 4Q13 1Q14

61.7

48.8

4Q13 1Q14

151 127 118

318

154

117 139 138

109 119 107

134

106 107

110

111 105 104 100 99 99 97 102 105 106 110 114

117 118

110


4Q13 1Q14 1Q14/ 4Q13

Operating Costs2 (R$ 000) 265,301 230,220 -13%

Gross Energy Generated (GWh) 693 1,014 46%


382.7 227.1 -41%

EBITDA1 (R$MM)

Operating Costs

13

Operational Performance (Parnaba III)

NOTES: 1) Figures consider 100% of Parnaba III; 2) Does not include Depreciation & Amortization.



OBS: Dispatch margin captured by Parnaba Gs Natural

EBITDA margins negatively impacted by energy acquisition costs as full capacity was reached

only in February 2014

COD: Oct 22, 2013

N.A. N.A. N.A.

100% 96%

1Q13 2Q13 3Q13 4Q13 1Q14

1.1

14.4

4Q13 1Q14

75 71 69 69 61

161 161 161 161 161

Jan-13...Out-13 Nov-13 Dec-13 Jan-14 Feb-14 Mar-14


4Q13 1Q14 1Q14/ 4Q13

Operating Costs2 (R$ 000) 124,329 61,880 -50%

Gross Energy Generated (GWh) 0 344 -


- 179.6 -

EBITDA1 (R$MM)

Ongoing Restructuring Initiatives

3

Financial Stabilization

3.1

May 12, 2014 May 20, 2014 Jun 30, 2014

Signing of term-sheet with banks for:

R$1.5Bi capital increase

o Phase I: R$316.5MM cash-only (in place); and

o Phase II: R$1.5Bi minus funds raised on Phase I

(cash or asset capitalization or debt conversion)

HoldCo. Debt renegotiation

o R$600-700MM debt drop-down to ENEVAs

subsidiaries/projects

o 5-year maturity extension of remaining HoldCo.

debt (approx. R$1.5Bi), with amortization starting

only in Jun, 2017

Sale of Pecm II

o Backstop guarantee by E.ON of up to R$400MM

for 50% of the asset

R$100MM short-term

bridge financing from

lending banks disbursed

R$120MM from E.ON

subscription commitment

on 1st Capital Increase

R$150MM of fresh cash expected to

be raised during Initial Preemptive

Right Period

o R$120MM by E.ON (already disbursed);

o R$30MM by minorities; and

o Additional funds might be raised during

preemptive right periods

Indicative shareholding structure:

44.0% 20.4%

Free Float

Eike Batista

Controlling Block

35.6%

Financial Stabilization on Course

16

Selected key achievements

ICB Online for Pecm II

Progress with Aneel on Parnaiba II (deadline: July 18)

Launch of Capital Increase I and E.ON subscription

Remaining key steps

o Waivers from BNDES for Pecm II closing and disbursement

of funds (E.ON) and LT finance (banks)

o Final solution on Parnaiba II

o Implementation of Capital Increase II and potential asset

contributions

Main recent achievements / Critical points

ENEVA working alongside following priorities:

1. Pecm II sale / Backstop execution

2. Solution for Parnaiba II and key regulatory challenges

(e.g. final ADOMP agreement)

3. Implementation of the stabilization plan, most

importantly

o Capital increases;

o Pecm II long term finance;

o Debt dropdown; and

o Extension of HoldCo debt maturity

Process update

Process and Roadmap of Stabilization (1)

17

Conclusion of sale of Pecm II

o Payment of at least R$400M (50% of Pecm II)

Parnaiba II Aneels final decision

Pecm II long term finance

o Agreement on final documentation

o Disbursement of funds

Shareholders meeting

o Authorization of capital increase

o Authorization of asset contribution

Board of Directors approve Capital Increase II

Beginning of Capital Increase II

Agreement of main terms of debt drop down

Execution / Effective of Debt Drop Down/Roll over

July, 2014 August-October, 2014

Process and Roadmap of Stabilization (2)

18

Cost Reduction Strategy

3.2

Cost reduction strategy based upon top-down (target of

R$80MM) and bottom-up (optimal organizational design),

supported by external consultants

Cost reduction program will build upon three key drivers:

o Implementation of quick wins

o Streamlining the organization

o Outsourcing and relocation of specific functions

125MM

65%

35%

FY2014 Streamlining the

organization

Relocation & outsourcing

Target 2015

Quick wins

80MM

10%

45MM

Elements of Cost Reduction (R$)

Cost reduction of 35%40% is achievable by 2015

Key elements of ENEVA cost reduction strategy Three key drivers to maintain cost control

20

Office layout and services

o Change of office layout and reduction from 6 to 3 rented floors

o Reduction of office services

Travel policies

o Implementation of restrictive travel policy

o Restriction of flights change to videoconferences

Administrative

o Reduction of consultancy services

o Reduction of company events

o Streamlining of ongoing corporate projects

4.5MM

1MM

1MM

2MM

Quick wins

Office & Services

Travel Expenses

Administration Other

0.5MM

Quick wins as lighthouse projects to drive the change Several measures addressed for quick improvement

21

Quick Wins Overview (R$)

Rethinking organizational size and reduction of

duplications & inefficiencies

Restructuring responsibilities, reportings and

processes

Clear targets for 2014

o Reduction of personnel cost by R$30MM

o Reduction of headcount by minimum 65 employees

o Reduction of hierarchies and thereby reduction of

number of middle-managers

Today Tomorrow

2 EC members and 7 Directors Up to 6 levels of hierarchy 175 employees end of 2013

2 EC members and 4 Directors Max 4 levels of hierarchy

Only HoldCo functions with clear control tasks must be

located in Rio de Janeiro

Clearly defining and differentiating between Control and

Support Functions

Action plan for support functions

o Implementation of shared service centers bundling certain

activities

o Centralization of key functions (e.g. procurement)

o Relocation to lower cost locations (e.g. operations)

o Outsourcing (e.g. IT)

Current HoldCo

Functions

Control Functions

Support Functions

Bundle, create shared service

center and relocate

Bundle and Outsource

Clear HoldCo tasks

Increasing efficiency by outsourcing & relocation Focusing on real HoldCo functions

23

Optimizing HoldCo Functions

Schematic

Ramp-up

Phase I

Structure program + realize quick

wins

Phase II

Implement streamlining +

structural changes

Phase III

Increasing efficiency by

outsourcing and relocation

Phase IV

Continuous cost control and

improvement

Quick wins

Streamlining & Structural changes

Efficiency by Outsourcing & Relocation

R$45MM

2Q14 3Q14 4Q14 2015

Full effect on cost reduction realized beginning of 2015 Main part of savings realized in 3Q14 and 4Q14

24

One time costs associated with cost reduction program

Regulatory Update

3.3

Part of 1.4GW Parnaba Thermoelectric Complex, a unique gas

to wire case in Brazil

450MWavg sold in the 2011 A-3 Auction. PPA started in March,

2013

Lowest variable cost (R$59/MWh) among gas-fired projects in

Brazil

Investments of up to R$1.4 billion

All gas turbines already commissioned. Steam turbine to be fully

tested on the coming 4 months

Plants construction and gas supply infrastructure delayed

o Lack of LT financing due to PPA signature difficulties

o OGX Maranho restricted financial capabilities before rescue plan

captained by Cambuhy Investimentos and E.ON

Project Overview Discussion with Aneel over the last 2 months to reach a balanced

solution for Parnaba II

o Regulatory penalties related to COD delay

o PPA termination cost

Proposal presented to Aneel on Jun 18, 2014, consisting in:

o Parnaba II construction conclusion until Dec, 2014

o Temporary suspension of start dates of the PPA until Dec, 2015

Parnaba II steam turbine (154MWavg) online since Dec, 2014,

partially complying with the PPA

o Reduction of the Plants fixed annual revenue for the remaining term

of the PPA

o Letter of commitment to close the cycle of Parnaba I, adding 360MW

of installed capacity, upon certain conditions

Aneel suspended payments of penalties until Jul 18, 2014

ENEVA Proposal to Aneel

Ongoing Regulatory Discussions (1) Parnaba II Delay

26

Filed in Jan, 2014 a lawsuit against Aneel questioning

hourly-based unavailability charges

On Jan 24, 2014, a Federal Court granted an injunction

halting unavailability charges as measured, establishing

the methodology provided for in PPAs (60-month rolling

average)

The lawsuit also claims the reimbursement of amounts

paid since PPAs beginning

Petition for revision of ADOMP methodology presented to

Aneel

o A technical note has already been released considering

Companys contractual understanding

Itaqui and Pecm I

On Jun 26, 2014 filed a request for an injunction with a

Federal Court aiming to get the same methodology

presented to Aneel

Pecm II and Parnaba I & III

Plant 100% Ownership adjusted

Itaqui R$105.2MM R$105.2MM

Pecm I R$250.2MM R$125.1MM

Pecm II R$38.9MM R$38.9MM

Parnaba I R$52.2MM R$36.5MM

Parnaba III R$6.9MM R$4.8MM

Total R$453.3MM R$310.5MM

+R$310MM already paid for unavailability costs

Ongoing Regulatory Discussions (2) ADOMP / Unavailability Charges

Notes: 1) Consider hourly-based methodology for unavailability charges until June, 2014; 2) Does not consider amounts paid since injunction effectiveness.

27

Brazilian Power Market and Greenfield Portfolio

4

Southeast Reservoirs

~70% of total storage capacity

Source: ANEEL

Brazils Generation Capacity: 136 GW

Breakdown by source April, 2014

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

Brazilian Energy Matrix

29

63.5% 10.5%

2.5%

1.5%

2.2%

19.8%

Hydro Gas Coal Nuclear Wind Others

Dry Season

67%

56%

76%

29% 38%

43%

40%

35% 36%

39%

20%

30%

40%

50%

60%

70%

80%

90%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Average 2007-2011 2012 2013 2014

Source: ONS

Autonomy = Storage Capacity / (Load Thermal Generation)

Economic growth will boost power demand

leading to a supply deficit in 2016

Water storage capacity has stagnated,

leading to decreased system autonomy

65

86

65

78

60

65

70

75

80

85

90

2013 2014 2015 2016 2017 2018 2019 2020

GW

avg

ENERGY DEMAND

PHYSICAL GUARANTEE

(with signed PPAs)

2016-on: New generation required ~8 GWavg required until 2020

30

Electric System Reliability

New thermal plants are necessary to guarantee reliable power supply

0

5

10

15

20

25

30

1970

1972

1974

1976

1978

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

2010

2012

Reservo

irs A

uto

no

my (

Mo

nth

s)

2013

Current reservoir autonomy ~6 months

Parnaba Complex

Integrated to natural gas resources

Located in a tax-advantaged region

Ventos Wind Complex

Located in one Brazils best wind resource areas

Attractive load factor

Just 30km from grid connection

Land ownership assured

Au (Coal + Gas)

Located at a port with a regasification terminal build license

150km from Campos Basin natural gas accumulations

Environmental licensed to both coal and gas operations

Sul & Seival Integrated to the Seival Mine (proven reserves: 152 M ton)

Low operation costs

Power

supply-demand

unbalanced

Hydropower

concentrated

matrix

Spot prices at

historical highs

Demand for base-

load generation

Opportunities

for ENEVAs

growth 2 3 4 5 1

Sul 727 MW

Parnaba Complex 2,166 MW

Seival 600 MW

Au 2,100 MW Coal 3,300 MW Natural Gas

Solar Tau 1 MW

Ventos Wind Complex 600 MW

Seival Mine License granted 152 M ton in proven reserves

ENEVAs Greenfield Portfolio

31

Attractive licensed greenfield projects in various development stages

Disclaimer

The material that follows is a presentation of general background information about ENEVA S.A. and its subsidiaries (collectively, ENEVA or the Company) as of the date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty, express or implied, is made

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 views and/or expectations of the

Company and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement

that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like may, plan, believe, anticipate, expect, envisages, will likely result, or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates

and intentions expressed in this presentation. In no event, neither the Company, any of its affiliates, directors, officers, agents or employees nor any of the

placement agents shall be liable before any third party (including investors) for any investment or business decision made or action taken in reliance on the

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 should consult their own advisors

in this regard.

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

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

material respect, we have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or

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

This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without ENEVAs prior written consent.

Thank you. www.eneva.com.br

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ENEVA Corporate Presentation ? July 2014