ENEVA Corporate Presentation ? May 2014

May, 2014

Investment Thesis

1

Investment Thesis

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

Short-term value triggers

- Reorganization of the company’s structure and continuous TPP’s operation stabilization

- Stronger role of E.ON, bringing technical expertise and cost discipline to ENEVA

Competitive greenfield portfolio

Licensed coal, gas and wind power generation projects

3

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 m³/day to ENEVA’s power

plants

Competitive portfolio of licensed greenfield wind, coal and gas fired

capacity

Company Description

4

ENEVA ownership structure

Geographic Footprint

Parnaíba 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

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

Pecém II ENEVA 100% Coal - 365MW

Parnaíba II ENEVA 100% Natural Gas - 517MW

Parnaíba III¹ ENEVA 70% / Petra 30%

Natural Gas - 176MW

Parnaíba IV¹ ENEVA 70% / Petra 30% Natural Gas - 56MW

Free Float (38.2%)

37.9% 23.9%

Other

MPX / E.ON Partipações Joint Venture

50%

50%

BNDES

10.3%

Eike Batista

Controlling Block

27.9%

Solar Tauá ENEVA 100% Solar - 1MW

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

Company Overview

2

6

Creation of MPX (2007)

1,080MW in the A-5 (2007)

IPO (USD1.1BN)

365MW in the A-5 (2008)

Parnaíba Basin onshore exploratory blocks (2009)

Successful closing of E.ON partnership

Acquisition of greenfield projects

Beginning of commercial operations at Pecém I

Waivers received from the Regulatory Agency

Operational capacity reaches 2.4GW

E.ON stake increase to 36%, joining controlling block

Name changed to ENEVA

Signing of E.ON / Cambuhy recapitalization of Parnaíba Gás Natural to secure gas delivery

Asset stabilization plan developed with very good imminent results

ICB Online criteria from the Regulatory Agency achieved

Asset stabilization ongoing, further improvements on availability in Jan, 2014

Successful injunction halting ADOMP in Jan, 2014

Recapitalization efforts

Balance Sheet strengthening

Further cost reduction measures

Successful start of drilling campaign in Parnaíba (2010)

Parnaíba II 517MW contracted in A-3 auction

Power supply contracts for Parnaíba I secured (676MW), start of Parnaíba complex development

2 fields in Parnaíba declared commercial

Gavião Real and Gavião Azul with estimated production of up to 6MM m3/day

Unique Development Track, overcoming its Short Term Challenges

Key Milestones, Challenges & Outlook

2007 - 2009 2010 - 2011 2012

2013

2014

2.4GW of coal and gas-fired power plants in operation

Operational Assets (1)

7

Pecém I

Energy Source: Coal

ENEVA Stake: 50%

Installed Capacity: 720MW

Sold Energy: 615MW

Fixed Revenue¹: R$600.3MM p.a.

Start-up: May, 13

Energy Source: Coal

ENEVA Stake: 100%


Sold Energy: 315MW


Start-up: Feb, 13

Itaqui

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

Energy Source: Coal

ENEVA Stake: 100%


Sold Energy: 276MW


Start-up: Oct, 13

Pecém II

8

Parnaíba I (OCGT)

Energy Source: Natural Gas

ENEVA Stake: 70%


Sold Energy: 450MW


Start-up: Apr, 13


ENEVA Stake: 70%


Sold Energy: 98MW


Start-up: Oct, 13

Parnaíba III (OCGT)


ENEVA Stake: 70%


Sold Energy: 46MW (Free Market)


Start-up: Dec, 13

Parnaíba IV

2.4GW of coal and gas-fired power plants in operation

Operational Assets (2)


9


ENEVA Stake: 100%


Sold Energy: 450MW


Start-up: 2H14

Parnaíba II (CCGT)


Additional 517 MW will come on stream

Power Plant under construction

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 Parnaíba experience, know-how of Parnaíba Complex

rooted within PGN

Strong Shareholders¹

All Parnaíba gas-fired power plants are supplied by Parnaíba Gás 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:

Gavião Real, Gavião Branco and Gavião Azul

Gas supply agreements secured for 8.4MM m³/day

R$250 million capital injection concluded in Feb, 2014

Highlights

10

Integrated Natural Gas E&P

Strong competitive position in gas-fired generation

Parnaíba Gás 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 OGP’s creditors, under its judicial recovery procedure, and authorization by ANP

37 wells drilled, of which 26 have gas indications

o 18 wells with discoveries

o 8 wells with gas indications

Declaration of commerciality with Development Plan for 3 gas fields:

o Gavião Real

o Gavião Azul

o Gavião Branco

Gavião Real field is producing since Jan, 2013:

o 16 producing wells out of 5 clusters

o Daily Production: 6.6MM m³/day of natural gas

o Connected to a 6.6MM m³/day GTU – Gas Treatment Unit (as of

today)

o All gas dedicated to ENEVA’s Parnaíba TPPs

Exploration Campaign

11

Integrated Natural Gas E&P

2014 / 2015:

o Connection of 3 additional production wells and GTU expansion to

8.4MMm³/day

o Gavião Branco production development and submission to ANP of

assessment plan for new discoveries (Mar, 2014)

Upcoming Events

Power Plant Parnaíba I, Parnaíba III

and Parnaíba IV Parnaíba II

Wells 16 19

Production Ramp-up (MM m³/day)

6.6

8.4

Current 2H14

Short-Term Value Triggers

3

Operating Costs

13

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

14

Operational Performance (Pecém 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%

15

Operational Performance (Parnaíba I)

EBITDA (R$MM)



OBS: Dispatch margin captured by Parnaíba Gás 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

16

Operational Performance (Pecém I)

Availability

NOTES: 1) Figures consider 100% of Pecém 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

17

Operational Performance (Parnaíba III)

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



OBS: Dispatch margin captured by Parnaíba Gás 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)

R$1.5 billion Capitalization and Debt Measures

Capitalization and Debt Maturity Profile Extension

Private capital increase in two steps, amounting

up to R$1.5 billion:

o Phase I

• Amount: up to R$316.5 million

• Price: R$1.27/share (closing price May 9, 2014)

• E.ON commitment: R$120 million

o Phase II

• Amount: R$1,500 million minus funds raised in

Phase I

• E.ON commitment: up to R$450 million (potentially

partially by injecting Pecém II)

Sale of Pecém II

o ENEVA will dispose of 50% or 100% of Pecém II in a

structured bidding process

o In parallel to Phase I of the Capital Increase

o E.ON to backstop sale of 50% of Pecém II at a

maximum price of R$400 million

Capital Increase and Sale of Pecém II

18

HoldCo financing banks to provide short-term

HoldCo bridge of R$100 million in parallel to the

Phase I Capital Increase

Push-down of R$600-700 million to ENEVA‘s

operating subsidiaries/projects

5-year maturity extension of remaining HoldCo

debt, with amortization starting only in June 2017

Financing banks to issue LT financing on Pecém II

o Banks to provide additional Pecém II LT financing

amounting to R$150 million in parallel to the conclusion

of the sales process of Pecém II

ENEVA committed to reduce HoldCo cost until YE

to a sustainable level of R$80 million/year

Debt Measures & Cost Reduction

19

Consolidated Debt (end of 1Q14) Significant reduction of short-term indebtedness secured by agreement with banks signed in May

Consolidated Debt (R$MM)

Total Gross Debt R$6,099MM

Consolidated Gross Debt Profile (R$MM)

R$871.8MM out of the total debt balance of short-term debt is

allocated in the projects, as follows:

o R$290.3MM: Current portion of the long-term debts of Itaqui,

Pecém II and Parnaíba I;

o R$87.3MM: Bridge loans to Parnaíba I. The outstanding balance will

be paid-off in installments, which started in October, 2013;

o R$494.2MM: Bridge loans to Parnaíba II, which should be paid-off

with the disbursement of the long-term financing packages.

On May 12, 2014 concluded a debt transaction comprising in:

o Push-down of R$600-700MM to projects;

o 5-year maturity extension of remaining HoldCo. debt, with

3 years of grace period.

+1.2% (net debt)

Gross Short-Term Debt R$2,478MM

Consolidated Short-Term Debt (R$MM)

2,478 41%

3,621 59%

Short Term Long Term

1,606 65%

872 35%

Hold Co. Project Related

5,933 6,002

278 96

4Q13 1Q14

Net Debt Cash and Cash Equivalents

6,221

6,099

Brazilian Power Market and Greenfield Portfolio

4

Southeast Reservoirs

~70% of total storage capacity

Source: ANEEL

Brazil’s 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

21

Dry Season

63.5% 10.5%

2.5%

1.5%

2.2%

19.8%

Hydro Gas Coal Nuclear Wind Others

67% 56%

76%

29% 38%

43% 40% 35% 36%

39%

0%

10%

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

22

Electric System Reliability

New thermal plants are necessary to guarantee reliable power supply

0

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25

30

1970

1972

1974

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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

Parnaíba Complex

Integrated to natural gas resources

Located in a tax-advantaged region

Ventos Wind Complex

Located in one Brazil’s best wind resource areas

Attractive load factor

Just 30km from grid connection

Land ownership assured

Açu (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 ENEVA’s

growth 2 3 4 5 1

Sul 727 MW

Parnaíba Complex 2,166 MW

Seival 600 MW

Açu 2,100 MW – Coal 3,300 MW – Natural Gas

Solar Tauá 1 MW

Ventos Wind Complex 600 MW

Seival Mine License granted 152 M ton in proven reserves

ENEVA’s Greenfield Portfolio

23

Attractive licensed greenfield projects in various development stages

Appendix | Images

5

Pecém I & II

25

Itaqui

26

Parnaíba Complex

27

Natural Gas: Parnaíba E&P

28

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 ENEVA’s prior

written consent.

Thank you. www.eneva.com.br

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ENEVA Corporate Presentation ? May 2014