judicial recovery plan

8/9/2019 Judicial Recovery Plan

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PLAN FOR COURT-SUPERVISED REORGANIZATION

OF ENEVA S.A. – UNDER COURT-SUPERVISED REORGANIZATION

ENEVA S.A. – under Court-Supervised Reorganization, a corporation with head

offices at Praia do Flamengo, nº 66, 9º andar, Flamengo, Rio de Janeiro/RJ, CEP nº22.210-903, registered under Corporate Taxpayer Number (CNPJ nº)

04.423.567/0001-21, and ENEVA PARTICIPAÇÕES S.A. – under Court-

Supervised Reorganization, a corporation with head offices at Praia do

Flamengo, nº 66, Room 901 parte, Flamengo, Rio de Janeiro/RJ, CEP 22.210-903,

registered under Corporate Taxpayer Number (CNPJ nº) 15.379.168/0001-27,

hereafter referred to individually and respectively as “Eneva” and “Eneva

Participações”, or jointly as “Companies Under Reorganization”, present in the

records of the court-supervised reorganization process, registered under nº

0474961-48.2014.8.19.0001, currently pending before the 4th Commercial Court

of the Capital of the State of Rio de Janeiro, the following plan for court-supervised

reorganization, in compliance with the provision of article 53 of the LRJ (Court-

Supervised Reorganization Law).

1. INTRODUCTION

1.1. Background. Eneva was formed in 2001, under the name MPX Energia S.A.,

to operate with a focus on the generation and commercialization of energy,possessing complementary businesses in electrical generation, coal mining and the

exploration and production of natural gas in Brazil and in other countries of South

America.

The company was the operational arm of the EBX Group in the energy generation

and commercialization sector, and is currently the largest private generator of

thermal energy in Brazil.

In the context of a highly favorable economic scenario, as a means of capitalizing in

order to develop its projects and obtain new sources of funding, in December 2007

Eneva held a public share offering (IPO) in the New Market sector of the BM&F

BOVESPA stock exchange, embarking on a new phase in Eneva's relationship with

its shareholders and investors. Around one month later, the option for the

subscription of a supplementary batch of ordinary shares granted to the

coordinating banks was exercised. As a result of these two operations,

approximately R$2 billion of funds were raised with new shareholders..


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Spurred by the new investments, Eneva did not simply continue to pursue projects

currently underway but embarked on the execution of other projects in the energy

sector, both inside and outside Brazil - such as the Pecém II Thermoelectric Power

Plant (Ceará), the construction of Thermoelectric Power Plants in the Parnaíba

Basin (Maranhão), the largest thermal energy generation project in Chile(Termoelectrica Castilla) and the extraction of coal in Colombia.

In order to obtain new sources of funding, from 2009 the Eneva Group contracted

short-, medium- and long-term loans with financial institutions and development

banks, for the development of new projects and the expansion of existing ventures.

In 2011, through the issuance of bonds convertible into ordinary shares, Eneva

also raised funds with BNDESPar, Gávea Investimentos and their then controller,

Mr. Eike Batista, in the sum total of approximately R$1.4 billion, to be used on a

priority basis to expand the exploration of natural gas in the Parnaíba Basin in the

state of Maranhão, which process began the following year, and in the extraction of

coal in Colombia. In the middle of 2012, 99.9% of these bonds were converted into

shares in Eneva and the coal operations in Colombia were spun-off to a new

company called CCX Carvão da Colômbia S.A., in which Eneva did not possess a

stake.

It is important to highlight that these funding measures, and those whichsucceeded them in the following years, were assumed under wholly normal market

conditions and at leverage levels which were compatible with the evaluation of

each project by the funders.

In August of 2011, ANEEL approved the transference of the authorizations of the

Parnaíba I TPP from Bertin Energia e Participações S.A. to Eneva, relating to energy

projects contracted at the A-5 auction of 2008, totaling 450 average MW. The

fourth and fifth turbine of this TPP received authorization to begin commercial

operations on 12.04.2013, proceeding to generate 676 MW, the project ’s having

been financed by BNDES in the approximate value of R$671 million.

Also in 2011, the Parnaíba II TPP, with a capacity of 517 MW, was victorious at the

A-3 new energy auction and, in April 2013, Eneva informed the market that it had

concluded the acquisition of the total stockholders' capital of Parnaíba III

(formerly UTE MC2 Nova Venécia), consolidating the Parnaiba Complex as the

largest “gas to wire” project in Brazil, where the power plant s are strategically

located over the gas fields and under the transmission lines.


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At the start of 2012, Eneva announced its intention to form a joint venture with the

E.ON Group, one of the largest private energy and gas groups in the world. The aim

was simple and clear: the companies could exploit their complementary activities

and characteristics to accelerate the growth and development of a comprehensive

energy project in Brazil.

Thus, in April 2012, the definitive documents of this operation were signed, by

which Eneva raised R$1 billion through an increase in subscribed capital by DD

Brazil Holdings S.à.r.l., an investment vehicle controlled by the German company

E.ON SE, which holds interests in the companies of the Eneva Group, the object of

the investment. Following this increase, E.ON attained an interest of 11.75 in

Eneva. On 17.04.2012, Eneva signed the definitive agreements for the formation of

a joint venture with E.ON, which was concluded on 25.05.2012, in the form of the

company Eneva Participações S.A, which is also under court-supervised

reorganization.

The structure of Eneva Participações was conceived with the aim of optimizing the

complementarities of the two groups. According to the expectations shared by

both, this partnership could lead to the efficient development, execution and

operation of energy generating projects with a total capacity of 20 GW, including

thermal and renewable generation. The management of Eneva Participações

combines high profile and experienced international executives from E.ON and agroup of executives from Eneva with a profound knowledge of the Brazilian

electrical sector.

In May 2013, following the verification or waiver of all the precedent conditions

foreseen in an investment accord signed months previously, E.ON acquired

141,544,637 shares issued by Eneva and held by Mr. Eike Batista and by certain

shareholders, who held share options, representing 24.47% of its capital. As a

result of this operation, E.ON proceeded to hold approximately 38% of Eneva's

capital, having signed a Shareholders' Agreement with Mr. Eike Batista to exercise

shared control. Moreover, on May 12th 2014, the implementation of an increase of

private capital was announced, regarding Eneva, in the value of up to

R$1,500,000.00 (one billion, five hundred million reais). The price per share

regarding this increase was fixed at R$1.27 (one real and twenty seven cents), as

approved by Eneva’s board of directors. E.ON undertook to subscribe part of the

shares, in the limited sum of R$120,000,000.00 (one hundred and twenty million

reais). As a result of the share subscription by E.ON, the latter proceeded to hold

approximately 42% of Eneva’s capital and, furthermore, to share control with Mr.Eike Batista.


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Eneva has always sought to pursue economically viable projects, with a view to

ensuring the highest standards of efficiency - in a creative and innovative manner,

supported by cutting-edge technology - without neglecting its socio-environmentalcommitments.

Moreover, it possesses a team of associates who are highly trained and whose

record is distinguished by the capacity to integrate activities, eliminating

production costs, signing and respecting partnerships and identifying good

business opportunities.

Eneva operates under the highest standards of corporate governance, and is listed

on the New Market of the BM&F BOVESPA stock exchange, which, in itself,

indicates that its operations are characterized by outstanding levels of

management. Each of the company's actions is — and always has been —

profoundly and broadly disclosed to the market with the maximum transparency.

It was in this manner that, in a short time, the Eneva Group emerged in the market

as one of the most important companies in the energy sector, principally as the

largest private company in the thermal generation sector, whose growth is so

essential to Brazil within a secure energy matrix, as has been made clear by recentevents. If, on the one hand, recent events concerning atypically low rainfall levels

underlined the importance of Eneva, as well as of the generation of thermal energy in

general, on the other, the pressure on Eneva was increased, notably by the high

unavailability charge imposed on Eneva through the increase in the DSP (Differences

Settlement Price), resulting in material negative impacts for the Eneva Group.

However, external and unforeseeable factors, indicated in clause 1.3, meant that

some projects underway had their conclusions delayed, altering projections

concerning the start up of energy generation, as well as the operation's

profitability program. These factors had negative impacts on the operational

companies controlled directly or indirectly by the Companies Under

Reorganization, which ultimately adversely affected their cash flow, preventing

them from punctually honoring their payments to suppliers and financial

institutions. As a result of the combination of these delays and the exceptionally high

DSP prices, the Companies Under Reorganization were exposed to severe losses and

impacts on their cash balances which, collectively, had negative consequences for the

companies.


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Despite being pure holding companies — and, thus, without the capacity to

generate income through their own activities —, Eneva and Eneva Participações’

debt to their creditors has risen to a total of more than R$2.3 billion, which has

made it impossible to pay it off on the conditions originally contracted, for thereasons which will be given below.

The crisis has affected Eneva and Eneva Participações and, to some extent, the

operational companies in which it has an interest, although the economic-financial

circumstances are particular. Nevertheless, the crisis should soon pass, as the

projects developed by the operational companies are substantial and will tend to

become more profitable in the medium/long term. Furthermore, the Companies

Under Reorganization have concluded all their principal projects and construction

activities in such a manner as to prevent their exposure to future risks regarding

constructions, postponements and delays, as in the past.

In the light of the economic-financial crisis faced by the companies under

reorganization, it has become necessary to adopt measures essential to the

maintenance of Eneva’s and Eneva Participações’ activities, including the

renegotiation of their debts with creditors, in accordance with this Plan.

1.2. Corporate and operational structure. The corporate and operational

structure of the Eneva Group is represented in the corporate organogram attached

to this Plan as Annex 1.2. The Eneva Group is structured based on the holding

company Eneva, a public corporation with shares traded on the stock exchange,

whose social object is the generation, distribution and commercialization of

electrical energy and interest, as a partner, member or shareholder, in the capital

of other companies, in Brazil and abroad.

The Eneva Group possesses diversified operations in the electrical energy

generation and commercialization sectors, with complementary businesses in the

exploration and production of natural gas. Its energy generation base is focused on

thermal sources (coal, natural gas and diesel oil), and it also develops

complementary sources, such as solar energy and wind generation projects.

In Brazil, the activities pursued by the operational companies directly or indirectly

controlled by Eneva are distributed throughout various Brazilian states.


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The figure below shows the focuses of operation and the geographical positions of

the ventures and projects (the red marks indicate the ventures in activity or under

construction and the blue marks the projects in operation);

1.3.

The causes which led to the crisis experienced by the companies underreorganization directly impacted the cash flow of the operational companies,

causing the cash of the companies under reorganization to be drastically affected.

One of the factors which dramatically affected the cash situation of the companies

being reorganized was the financial crisis of the Maire Tecnimont Group, which

belonged to the MABE Brasil Consortium, which signed an EPC contract with Eneva

for the construction of the Pecém I, Pecém II and Itaqui Thermoelectric Power

Plants. The crisis in the Italian group prevented the MABE Consortium from

executing the contracts satisfactorily, which is why it became delinquent in

relation to the obligations contracted with its subcontractors and with Eneva itself,

causing an accumulated delay of 529 days at the Pecém I TPP and 650 days at the


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Itaqui TPP. The delays had damaging consequences for the companies under

reorganization, inasmuch as the time of exposure of these companies to fixed and

variable costs was increased and the date for initiating the generation of income

was postponed, preventing regular and punctual compliance with the obligations

assumed with the suppliers and banks.

Elsewhere, the enormous financial exposure of the operational companies,

deriving from the need to buy ballast, also had a severe impact on the cash

situation of the companies undergoing reorganization. Once the date of energy

generation was postponed, as a means of complying with the contracts regulated

by ANEEL, the operational companies in which the companies undergoing

reorganization have an interest were obliged to acquire energy in the spot market

precisely when its (DSP) price reached the highest levels of the past 13 years. The

current energy price levels are mainly the result of atypically low rainfall levels

over a long period of time and, consequently, of the critically low levels of the

reservoirs, which factors have overloaded the power plants in Brazil and caused

the price of energy to reach its highest levels of the past 13 years. While this

situation reveals a general need for dispatchable energy generation and, thus, for

companies with a portfolio of plants like Eneva’s, the same scenario – combined

with the regulations and their erroneous interpretation, as will be explained below

– has exposed the Companies Under Reorganization to severe losses and a need for

cash.

Some of the operational companies suffered heavy sanctions from ANEEL, as a

result of the use of erroneous methods for measuring the so-called unavailability

periods of the plants (ADOMP). The new calculation method used, unlike that

foreseen in the contracts which compose the bid notices and also foreseen in

ANNEL RESOLUTION n° 169/2005, resulted in the imposition of sanctions in the

order of hundreds of millions of reais, ensuring that these operational companies

did not generate satisfactory results, frustrating the receipt of income by the

companies undergoing reorganization. This matter is currently the subject of

litigation through actions nos. 184-82.2014.4.01.3400 (action filed by Itaqui and

Pecém I, currently pending at the 15th Federal Court of the Judicial District of the

Federal District) and 0043145-38.2014.4.01.3400 (action filed by Pecém II,

Parnaíba I and Parnaíba III, currently pending at the 7th Federal Court of the

Judicial District of the Federal District), with initial rulings from the judicial branch

which were favorable to the companies controlled by the companies under

reorganization. In this regard, it is important to stress that Itaqui and Pecém I have

already been reimbursed sums that were unduly overpaid (approximatelyR$108,000,000.00 and R$260,000,000.00, respectively) in November 2014.


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It is also worth registering the fact that, on 25.08.2014, the Pecém I Thermoelectric

Power Plant recorded a three-phase short-circuit in one its turbines, which

resulted in the disconnection of all the generators. The plant operated at only half

capacity until the beginning of December 2014, for a period of 87 days. Thisprevented it from generating the contracted energy (forcing it to buy ballast at

extremely high prices) and also made it subject to new contingencies for

reimbursement due to unavailability from January 2016 for a period of 60 months,

with such reimbursement being covered by insurance for loss of profits from the

61st day until the 87th day.

In addition to this, the companies undergoing reorganization were affected by the

crisis of the OGX Group, as all the gas-fired plants of the Parnaíba Thermoelectric

Complex are supplied by Parnaíba Gás Natural (the former OGX Maranhão Petróleo

e Gás S.A.). The lack of investments in Parnaíba Gás Natural resulted in additional

delays at the Parnaíba II Thermoelectric Plant and in problems in the regulatory

sphere, which forced the companies undergoing reorganization to bear high

unscheduled costs.

In addition to the above factors, which were completely beyond the control of the

companies under reorganization, and which caused energy-generation starting

dates to be postponed, the companies under reorganization signed variouscontracts with financial institutions to finance their energy generating and trading

projects which currently total approximately R$2.3 billion. The group's total debt,

taking into account the debts contracted with the operational companies, amounts

to around R$10 billion.

Finally, the companies under reorganization also granted guarantees for loans

from operational companies, without, however, possessing any cash-generating

activity of their own to honor the payments which may be required of them.

1.4. Previously adopted measures. In order to restore its financial health, in

recent months, the companies under reorganization have embarked on the project

of internal reorganization, implanting more appropriate management practices

and adopting measures designed to rebalance its cash flow.

In order to reduce fixed costs, they have sought to reduce their management

structures and pare down their workforces. They have simultaneously initiated theprocess of renegotiating their debts and contracts with financial creditors and


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suppliers, scaled down their original business plans and proceeded to adopt a

series of management practices designed to control the cash situation.

It may be seen, for example, that as a result of operational problems and others in

the regulatory sphere which affected the cash balances of the operationalcompanies, Eneva saw its borrowing grow substantially between 2013 and 2014.

Measures were then put into place to obtain new funding, as a way of extending

Eneva's debt and allowing the process of deleveraging in the years 2014 and 2015.

This was made possible by tough negotiations with the main creditors, whose aim

was to reduce the level of borrowing of the companies under reorganization.

Regarding the debt with suppliers, the companies under reorganization have

already achieved success in renegotiating the payment of approximately R$460

million.

Simultaneously, the criteria for the application of sanctions by ANEEL have been

challenged, and legal judgments have been obtained (though not yet res judicata)

in favor of the companies Itaqui, Pecém I, Pecém II, Parnaíba I and Parnaíba III for

the regulatory penalties to be applied taking into account the contracted criteria,

and not the new and inappropriate calculation methodology put into practice by

ANEEL. These favorable judgments represent a reimbursement for the Eneva

Group of approximately R$300 million, without taking into account the possibility

of sums already paid being subsequently charged in accordance with ANEEL'sdeterminations based on criteria whose inappropriateness the judicial branch has

already recognized.

In addition to this, since March 2014, the companies under reorganization have

adopted other measures to balance their cash, through the search for investors, a

process which is still underway. Also since March, they have been making every

effort to seek parties interested in acquiring certain assets, having implemented

rigorous processes to ensure that the best proposal is chosen.

Moreover, in order to increase the availability of cash and strengthen its capital

and balance sheet structure, in May 2014 Eneva signed an agreement with E-ON

and a group of funder creditors which provided for (i) an increase in private

capital of up to R$1.5 billion, to be carried out in 2 stages; (ii) the sale of 50% to

100% of its interest in Pecém II through the initiation of an open and competitive

process for interested investors; (iii) the granting of a bridging loan in the sum of

R$100 million; (iv) the granting of a long term loan in the sum of R$150 million for

Pecém II, as well as (v) the extension by 5 years of the maturity date of certainloans.


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Throughout recent months, in the context of the efforts made by the management

of the companies undergoing reorganization to consolidate their financial stability,

significant advances have been made, in particular (i) an increase in Eneva's

private capital, in the total of approximately R$175 million; (ii) the sale of 50% ofthe shares issued by Pecém II and loans in the sum of R$408 milhões; (iii) the

alteration of the form of verifying and paying for the unavailability (ADOMP) of the

plants and the reimbursement to Eneva of the excess sums paid by the

thermoelectric power plants Pecém I and Itaqui, totalling over R$360 million; (iv)

the signing of an agreement with ANEEL to modify the obligations for the supply of

energy by the Parnaíba II power plant, together with the conclusion of the works

and start of test operations at the cited plant; (v) the signing of a contract for the

sale of Eneva's interest in Pecém I to EDP – Energias do Brasil S.A. (“EDP”) for

R$300 million; (vi) significant improvements in the availability of the operations of

the plants controlled by the companies undergoing reorganization; (vii) a

significant reduction in the operational costs of the companies undergoing

reorganization, among other measures.

It is important to stress that, since the first signs of the crisis began to appear, the

companies undergoing reorganization — through their executives and, more

recently, with the assistance of renowned consultants specializing in the

restructuring of companies in crisis — have made every effort to stabilize theircash situation. As may be seen above, important results have been obtained, which

have prevented the Eneva Group from suffering further losses.

1.5. Economic and operational viability. The financial crisis currently

experienced by the companies undergoing reorganization is the product of a series

of factors which occurred in recent years and which adversely affected their cash

flow, preventing the continuity of punctual payment of all their obligations to their

suppliers and financial institutions.

Despite the fact that they are experiencing a challenging time of financial

difficulties, the companies undergoing reorganization are viable, profitable entities

which possess much added value in their assets and technologies. In addition to

this, they are unquestionably sources for the generation of tens of thousands of

direct and indirect jobs and the payment of substantial taxes. The companies

undergoing reorganization are the principal private investors in Brazil in the

important activity of thermal energy generation — without which the already

grave current situation of the Brazilian energy sector would undoubtedly reach


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even more critical levels —, operating in areas which suffer significant regional

imbalances.

The companies undergoing reorganization hold interests (wholly-owned or with

partners) in thermoelectric plants in the states of Amapá, Ceará and Maranhãowith high production capacity. Each TPP is equipped with turbines and other

highly valuable assets, which means that these operational units, in which the

companies undergoing reorganization have significant holdings, possess equally

significant added value.

To obtain the right to sell the energy produced by each of these TPPs, the

companies which control them were victorious at New Energy Auctions held by

the CCEE since the year 2007, which allows them to sign contracts with periods of

validity from 15 to 20 years, with a guarantee of income at significant levels. The

contracts signed are of long duration and allow for the receipt of a fixed annual

income and a variable income. These resources are substantial and compatible

with the significance and scale of the projects undertaken by these companies,

with the TPPs controlled by the Eneva Group predicted to enjoy a fixed income of

R$2.3 billion for the year 2015.

As a consequence, the companies undergoing reorganization should benefit from

the results of each of these surplus operations, inasmuch as they proceed toreceive the dividends due to them in their capacity as direct or indirect

shareholders.

2. DEFINITIONS AND RULES OF INTERPRETATION

2.1. Definitions. The terms and expressions which appear in lowercase letters,

whenever mentioned in the plan, will have the meanings attributed to them in this

clause 2. These terms will be used, where appropriate, in their singular or plural

form, and in the masculine or feminine form, without losing the meaning assigned

to them.

2.1.1. “Controlling Shareholders”: are, collectively, Eike Batista and E.ON.

2.1.2. “Bankruptcy Trustee": is Deloitte Touche Tohmatsu Consultores

Ltda., appointed by the Reorganization Court , as per the terms of

Chapter II, Section III, of the LRJ, or whoever may replace it fromtime to time.


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2.1.3. "Verification of the Percentage Reductions of the Unsecured Claims":

the procedure during the creditors' meeting when voting on the plan

takes place, by which (i) it will be verified whether the weighted

average of the proposed percentage reductions of the unsecuredclaims informed by the unsecured creditors achieves the percentage

or not of the minimum reduction of the unsecured claims; and, if not,

(ii) the unsecured creditors who remain below the weighted average

obtained will be advised that the respective proposed percentage

reduction of the unsecured claim may be increased, at the exclusive

discretion of the companies under reorganization, to allow the

attainment of the minimum reduction of the unsecured claims. Once

the procedure for verifying the reduction percentages of the

unsecured claims has been concluded, the respective definitive

percentage reductions of the unsecured claims will be determined

and, for each unsecured creditor entitled to the privilege foreseen in

clause 5.3.5, it will be informed whether they wish to exercise, or

not, the right to the optional increase in the definitive percentage

reductions of their unsecured claims. For the purposes of clarity,

regarding each unsecured creditor whose claim exceeds

R$250,000.00 (two hundred and fifty thousand reais), the calculation

for the verification of the percentage reductions of the unsecuredclaims will consist, of the weighted average obtained from (i) the

multiplication of (a) the proposed percentage reduction of the

unsecured claim informed by the respective unsecured creditor by

(b) the value of the respective unsecured claim and (ii) the division

(a) of this figure by (b) the total value of the unsecured claims

(following the deduction of the R$250,000.00 (two hundred and fifty

thousand reais) per unsecured creditor paid in accordance with clause

5.3.1 ) as per the formula described and exemplified in Annex 2.1.3.

2.1.4. “ANEEL”: Brazilian Electrical Energy Agency.

2.1.5. “Anniversary”: is the date which corresponds to the 360th day after

the Date of Ratification.

2.1.6. “ANP”: Brazilian Oil, Natural Gas and Biofuels Agency.

2.1.7.

"Investment in specie": the sum equivalent to the subscription andpayment in specie of shares in the context of the capital increase. For


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corresponding to the global value of the assets which may be

invested in Eneva's capital in order to pay for the new shares. For the

purposes of this plan, we estimate the value of the capital increase at

R$3,300,000,000.00 (three billion, three hundred million reais, to be

subscribed and paid for by the shareholders, unsecured creditors,investors and by the owners of other property and rights which may

be accepted by Eneva for the purposes of subscription/underwriting

(according to their own exclusive criteria of convenience and

opportuneness, and always with reference to the aims of the plan),in

observance of the following reference values by mode, which may

vary, up or down, depending (i) on the number of Eneva's

shareholders who exercise their respective preemptive and/or

priority right, depending on the case, in the subscription of the

capital increase and the respective form of subscription adopted: (ii)

on the volume of capitalization of the claims by the unsecured

creditors; and (iii) on the approval at the shareholders' meeting of

the evaluation report regarding each of the assets owned by the

shareholders, investors and/or unsecured creditors who opt to

participate in the capital increase through underwriting with the

assets.

Form of participation

in the capital increase

Estimated reference values for thepurposes of participation in the

capital increase

(in millions of R$)

Investment in specie 600

Capitalization of the

claims1,100

Underwriting with assets 1,300

Total 3,000

2.1.12. “BNDES”: is the Brazilian Bank of Social and Economic Development.

2.1.13. “BNDESPar”: is BNDES Participações S.A. – BNDESPar, a corporation

with head offices at Centro Empresarial Parque Cidade, Setor

Comercial Sul – SCS, Quadra 9, Torre C, 12º andar, Brasília/DF, and a

service office and tax domicile at Avenida República do Chile, nº 100-

parte, Centro, Rio de Janeiro/RJ, registered under Corporate

Taxpayer Number (CNPJ) 00.383.281/0001-09.


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2.1.14. “CADE”: Administrative Council of Economic Defense.

2.1.15. “Capitalization of Claims”: is the procedure, regarding each

unsecured creditor, by which up to 45% (forty five percent) of the

value of the unsecured claims (following the deduction of theR$250,000.00 (two hundred and fifty thousand reais) paid in

accordance with the terms foreseen in clause 5.3.1, per unsecured

creditor - will be converted, in the sphere of the capital increase, as

per the terms foreseen in clauses 4.4 and 5.3 of this Plan and in

accordance with article 171, item 2, of the business corporation act

and the other applicable legal provisions,.

2.1.16. “CDI”: is the variation of the average reference rates of the Interbank

Deposits (CDI Extragrupo) verified and published by the CETIP on its

webpage (www.cetip.com.br), expressed as a percentage per year.

2.1.17. “Precedent Conditions”: are the suspensive conditions for the

realization of the capital increase and for the implementation of the

other provisions contained in this plan as foreseen in clause 4.1.

2.1.18.

“Claims”: are the claims and obligations held by the creditors againstEneva and Eneva Participações, whether outstanding or not yet due,

materialized or contingent, liquid or illiquid, the object or not of a

legal dispute or arbitral procedure, existing on the request date or

whose taxable event is prior to or coincides with the request date,

and which may or may not be subject to the effects of the plan.

2.1.19. “Capitalized Claims”: correspond to the fraction of the unsecured

claims which are the object of the capitalization of the claims as

described in clause 2.1.15.

2.1.20. “Secured Claims”: are the claims assured by security interest (such as

a pledge or mortgage) granted by one of the companies under

reorganization, up to the limit value of the respective asset, as per

the terms of article 41, item II, of the LRJ.

2.1.21. “Pre-bankruptcy Claims”: are the claims held by the pre-bankruptcy

creditors.


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2.1.22. "Micro-Business and Small Business Claims": are the claims held by

micro-business and small business creditors.

2.1.23. “First Priority Claims”: are the claims held by first priority creditors.

2.1.24. "Suretyship, Accommodation, or Joint and Several Obligation

Claims": are the claims deriving from operations contracted directly

by subsidiaries of the companies under reorganization

headquartered in Brazil, through operations in which the companies

under reorganization feature as sureties, accommodation parties,

joint and several debtors or in any other codebtor relationship

regarding the payment of the debt contracted directly by one their

subsidiaries headquartered in Brazil.

2.1.25. “Unsecured Claims”: are the unsecured claims as foreseen in articles

41, item III, and 83, item VI, of the LRJ.

2.1.26. “Labor Claims”: are the claims and rights deriving from labor

legislation or workplace accidents, as per the terms of Article 41,

item I, of the LRJ, and the claims and rights consisting of lawyers' fees

recognized by the companies under reorganization or fixed by a legal

judgment which has become res judicata by the date of the claim.

2.1.27. “Creditors”: are individuals or legal entities which hold claims,

whether or not they are included in the list of creditors.

2.1.28. “Secured Creditors”: are the pre-bankruptcy creditors who hold

secured claims.

2.1.29. “Pre-bankruptcy Creditors”: are creditors who hold claims and rights

which may be altered by this plan, as per the terms of the LRJ.

2.1.30. “First Priority Creditors”: are creditors who own claims which are

not subject to court-supervised reorganization, as per the terms of

articles 49, §§ 3º and 4º, and 67 of the LRJ.

2.1.31. “Funding Creditors”: are the creditors who opt to grant new funding,

as per the terms foreseen in clause 6a of this plan. The fact that a

creditor may opt to participate in the capital increase through an


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investment in specie and/or underwriting with the assets will not

make it a funding creditor.

2.1.32. "Micro-Business and Small Business Creditors": are creditors

incorporated as micro-businesses and small businesses, as definedby Supplementary Law No. 123, of December 14th 2006.

2.1.33. "Suretyship, Accommodation, or Joint and Several Obligation

Creditors": are the holders of claims deriving from operations

contracted directly by subsidiaries of the companies under

reorganization headquartered in Brazil, through operations in which

the companies under reorganization appear as sureties,

accommodation parties, joint and several debtors or in any other co-

debtor relationship regarding the payment of the debt contracted

directly by one their subsidiaries headquartered in Brazil.

2.1.34. “Unsecured Creditors”: are the pre-bankruptcy creditors who hold

unsecured claims.

2.1.35. "Late Creditors": are creditors who, due to the filing of late claims on

an administrative or judicial basis, were included by the bankruptcy

trustee in the list of creditors after its publication in the officialgazette, in accordance with the provision of article 7, item 2 of the

LRJ.

2.1.36. “Labor Creditors”: are the pre-bankruptcy creditors who hold labor

claims.

2.1.37. “Ratification Date”: The date of the publication of the judicial

ratification of the plan proffered by the court of reorganization,

against which there is no interlocutory appeal pending judgment of

the merits in the State Appellate Court of Rio de Janeiro, in

accordance with the terms of article 59 of the LRJ.

2.1.38. “Request Date”: 09/12/2014, the date on which the request for

court-supervised reorganization was filed by the companies under

reorganization.

2.1.39.

“Working Day”: for the purposes of this plan, a working day will beany day other than Saturday, Sunday or a national or municipal


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holiday in the cities of São Paulo or Rio de Janeiro or on which, for

any reason, the banks are not open in the cities of São Paulo or Rio de

Janeiro.

2.1.40.

"Eike Batista": is Mr. Eike Fuhrken Batista, registered underIndividual Taxpayer Identification Number (CPF/MF) 664.976.807-

30 and bearer of identify card nº 05.541.92-2, resident and domiciled

in the city of Rio de Janeiro, state of Rio de Janeiro, with offices at

Praia do Flamengo, nº 154, 10º andar, and his controlled companies,

which have a direct or indirect interest in Eneva.

2.1.41. “Eneva”: is Eneva S.A. - under court-supervised reorganization, a

corporation with head offices at Praia do Flamengo, nº 66, 9º andar,

Flamengo, Rio de Janeiro/RJ, CEP nº 22.210-903, registered under

Corporate Taxpayer Number (CNPJ) 04.423.567/0001-21.

2.1.42. “Eneva Participações”: is Eneva Participações S.A. - undergoing

court-supervised reorganization, a corporation with head offices at

Praia do Flamengo, nº 66, 9º andar, Flamengo, Rio de Janeiro/RJ, CEP

22.210-030, registered under Corporate Taxpayer Number (CNPJ)

15.379.168/0001-27, resulting from the joint venture formed

between E.ON and Eneva.

2.1.43. “E.ON”: is DD Brazil Holdings S.àR.L. (a company incorporated under

the laws of Luxemburg, with head offices at Boulevard Prince Henri,

nº 17, 1.724, Luxemburg), an investment vehicle controlled by the

Germany company E.ON SE which holds interests in the companies

of the Eneva Group which is the object of the investment.

2.1.44. “Shared Guarantees”: are the part of the accounts receivable of the

R$300,000,000.00 (three hundred million reais) deriving from the

alienation, by Eneva, of its entire interest in the capital of Pecém I in

favor of EDP – Energias do Brasil S.A., in accordance with the terms

of the contract for the purchase and sale of shares, a copy of which

forms Annex 7.1 of this plan. These accounts receivable may be

shared with the funding creditors, under the same conditions of

seniority, as per the terms foreseen in this plan and in accordance

with the contractual instrument(s) which may be signed for this

purpose between the funding creditors and Eneva.


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2.1.45. “Eneva Group”: the group composed of the companies which are

directly or indirectly controlled by Eneva, in accordance with the

corporate organogram attached to this plan as Annex 1.2.

2.1.46.

“Judicial Ratification of the Plan”: is the judicial decision proffered bythe court of reorganization which grants the court-supervised

reorganization, as per the terms of article 58, head provision, and/or

article 58, Item1º, of the LRJ.

2.1.47. “ICVM 476/09”: is Instruction n.º 476, of the Securities and Exchange

Commission, of January 16th 2009.

2.1.48. "Investor": is any individual or legal entity which decides to

participate in the capital increase through an investment in specie

and/or underwriting with the assets, in the form foreseen in this

plan and in accordance with the other applicable legal provisions.

2.1.49. “Itaqui”: is Itaqui Geração de Energia S.A., a corporation with head

offices at Avenida dos Portugueses s/n, módulo G BR 135, São

Luís/MA, CEP nº 65.085-582, registered under Corporate Taxpayer

Number (CNPJ) 08.219.477/0001-74.

2.1.50. “Court of Reorganization”: is the 4th Commercial Court of the Judicial

District of the Capital of the State of Rio de Janeiro.

2.1.51. “Reports”: are the economic-financial reports which demonstrate the

economic viability of the companies under reorganization and

evaluate their goods and assets, as per the terms of article 53, III, of

the LRJ, attached to this plan as Annex 2.1.51.

2.1.52.

“Business Corporation Act ”: is Federal Law nº 6.404, of December

15th 1976.

2.1.53. “LRJ (Court-Supervised Reorganization Act)”: is Federal Law nº

11.101, of February 9th 2005.

2.1.54. “List of Creditors”: Consolidated list of creditors of the companies

under reorganization drafted by the bankruptcy trustee and

amended from time to time by the res judicata judicial or arbitraljudgments which recognized the new pre-bankruptcy claims or


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altered the legitimacy, classification or value of the pre-bankruptcy

claims already recognized.

2.1.55. “New Shares”: are the ordinary, registered, book-entry shares

without nominal value which will be issued by Eneva in the contextof the capital increase, and delivered to the respective subscriber,

free and unencumbered of any burden. The issuance cost of each

new share will be determined and approved at Eneva’s shareholders’

meeting, which we assert, for the purposes of this plan, will be

R$0.15 (fifteen cents), fixed in accordance with the terms of article

170 of the business corporation act, and in observance of the

provision of clause 4.11 of this plan.

2.1.56. “New Funds”: is the money to be granted to Eneva by the funding

creditors, as per the terms provided for in the plan.

2.1.57. “Parnaíba Gás Natural”: is Parnaíba Gás Natural S.A. (formerly OGX

Maranhão Petróleo e Gás S.A.), a corporation with head offices at

Praia de Botafogo, nº 228, Ala A, 13º andar, Botafogo, Rio de

Janeiro/RJ, CEP 22.250-906, registered under Corporate Taxpayer

Number (CNPJ) 11.230.122/0001-90.

2.1.58. “Parnaíba I”: is Parnaíba I Geração de Energia S.A., a corporation with

head offices at Estrada de Acesso a BR 135/Km 277, Santo Antônio

dos Lopes/MA, CEP nº 65.730-000, registered under Corporate

Taxpayer Number (CNPJ) 11.744.699/0001-10;

2.1.59. “Parnaíba II”: is Parnaíba II Geração de Energia S.A., a corporation

with head offices at Estrada de Acesso a BR 135/Km 277, Santo

Antônio dos Lopes/MA, CEP nº 65.730-000, registered under


2.1.60. “Parnaíba III”: is Parnaíba III Geração de Energia S.A., a corporation




2.1.61. “Parnaíba IV”: is Parnaíba IV Geração de Energia S.A., a corporation



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2.1.62. “Plan”: This is the plan of court-supervised reorganization, as

amended, modified or altered.

2.1.63. “Pecém I”: is the Porto do Pecém Geração de Energia S.A., a

corporation with head offices at Rodovia CE-085, KM 37,5, Complexo

Industrial e Portuário de Pecém, Caixa Postal 11, São Gonçalo do

Amarante/CE, CEP 62.670-000, registered under Corporate

Taxpayer Number (CNPJ) 08.976.495/0001-09.

2.1.64. “Pecém II”: is Pecém II Geração de Energia S.A., a corporation with

head offices at Rua Marcos Macedo, nº 1.333, sala 2.118, Aldeota,

Fortaleza/CE, CEP 60.150-190, registered under Corporate Taxpayer

Number (CNPJ) 10.471.487/0001-44.

2.1.65. “Definitive Percentage Reduction of the Unsecured Claim": will be, in

relation to each unsecured claim, (i) the same proposed percentage

reduction of the unsecured claim, if this is equal to or greater than

the minimum reduction percentage of the unsecured claims; or (ii)

the same proposed percentage reduction of the unsecured claims, inthe event that, during the verification of the percentage reductions of

the unsecured claims, it is determined that the minimum reduction

of the unsecured claims has been reached or (iii) the proposed

percentage reduction of the unsecured claim potentially increased, at

the exclusive discretion of the companies under reorganization, to

achieve the minimum reduction of the unsecured claims, in

accordance with the procedure for verifying the reduction

percentages of the unsecured claims described in clause 5.3.2.4.

2.1.66. “Proposed Percentage Reduction of the Unsecured Claim”: is,

regarding each unsecured creditor, any percentage from a minimum

of 30% (thirty percent) to a maximum of 45% (forty five percent) of

the value of the unsecured claim (following the discount of

R$250,000.00 (two hundred and fifty thousand reais) paid in

accordance with clause 5.3.1 by the unsecured creditor), in

observance of the provision of clause 5.3.5 of this plan, which must

be informed by the respective unsecured creditor during the


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creditors' meeting at which the plan is to be voted, as per the terms

and conditions hereby established.

2.1.67. “Lock -Up Period”: corresponds to the period of six months counted

from the date of ratification of the increase of capital by ENEVA’sboard of directors, during which time the new shares held by the

unsecured creditors will be subject to the restrictions foreseen in

clause 4.11 of this plan.

2.1.68. “Court-supervised reorganization”: is the process of court-

supervised reorganization filed by Eneva and Eneva Participações on

09/12/2014, registered in the records under nº 0474961-

48.2014.8.19.0001 and assigned to the 4th Commercial Court of the

Judicial District of the Capital of the State of Rio de Janeiro.

2.1.69. “Companies under court-supervised reorganization”: they are Eneva

and Eneva Participações.

2.1.70. "Minimum Reduction of the Unsecured Claims": is the minimum

reduction of the unsecured claims as described in clause 3.2.1 of this

plan.

2.1.71. “Unconverted Balance of the Unsecured Claims”: corresponds, in

relation to each unsecured creditor, to the eventual balance of the

value of the unsecured claims following (i) the deduction of the sum

of R$250,000.00 (two hundred and fifty thousand reais), to be paid

in accordance with the provision of clause 5.3.1, per unsecured

creditor, and (ii) the payment of part of these unsecured claims into

Eneva's capital, through the capitalization of the claims procedure,

and/or the granting of a waiver as foreseen in clause 5a.

2.1.72. “Underwriting with the Assets”: procedure by which some of the

new shares to be issued will be paid for through underwriting with

assets, in accordance with the provisions of this plan and in

conformity with article 171, § 2º, of the business corporation act and

the other applicable legal provisions.

2.2. Clauses and Annexes. Except where stated otherwise, all the clauses and

annexes mentioned in this plan refer to the clauses and annexes of this plan, just as


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the references to the clauses or items of this plan also refer to the respective sub-

clauses and sub-items.

2.3. Titles. The titles of the chapters and clauses of this plan were included

solely for reference and should not influence its interpretation or the content of itsprovisions.

2.4. Terms. The terms “include”, “including” and similar terms should be

interpreted as if accompanied by the expression, "but not limited to".

2.5. References. References to any documents or instruments include all the

respective amendments, consolidations and additions, except if expressly stated

otherwise.

2.6. Legal Provisions. References to legal provisions and laws shall be

interpreted as references to such provisions as valid on that date or on a date

which is specifically determined by the context.

2.7. Terms. All the terms foreseen in this plan will be counted in accordance

with the form determined in article 132 of the Civil Code, ignoring the start date

but including the maturity date. Any terms in this plan (whether counted in

working days or not) whose final term falls on a day which is not a working daywill automatically be extended to the first subsequent working day.

3. GENERAL OVERVIEW OF THE REORGANIZATION MEASURES

3.1. Objective of the Plan. The plan seeks to allow Eneva and Eneva

Participações to overcome their economic-financial crises, adopt the additional

measures necessary for their operational reorganization, and preserve the direct

and indirect jobs and the rights of their creditors and shareholders.

3.2. Restructuring of the Claims. In order that the companies under

reorganization may achieve their desired financial and operational recovery, it is

essential to restructure the claims, which process will basically occur through (i)

the capitalization of the claims held by the unsecured creditors who select this

option, (ii) a waiver in relation to some of the unsecured creditors, and (iii) re-

profiling of the debt for payment of the remaining balance of the unsecured claims,

among other measures foreseen in this plan.


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3.2.1. Minimum Reduction of the Unsecured Claims. The economic

projections on which the payment proposals in this plan were based

took as a premise the fact that a minimum of 40% (forty percent) of the

total value of the unsecured claims would be reduced through a

combination of the results obtained through the capitalization of theclaims and the granting of the waiver foreseen in clause 5a ("Minimum

Reduction of the Unsecured Claims"). In the event that, during the

verification of the percentage reduction of the unsecured claims, it was

determined that the minimum reduction of the unsecured claims was

not achieved, based on the proposed percentage reductions in the

unsecured claims advised, the unsecured creditors who find themselves

below the weighted average obtained will have the respective proposed

percentage reduction of the unsecured claim increased, by the

companies under reorganization, at their sole discretion, in order to

allow the attainment of the minimum reduction of the unsecured claims,

in accordance with the terms of clause 5.4.3.2.4.

3.3. Re-profiling of the liability of the operational companies of the Eneva

Group. In parallel to this plan, the companies under reorganization will make

every effort to renegotiate new conditions and terms with the creditors of the

operational companies of the Eneva Group which are not undergoing court-

supervised reorganization, in such a manner as to adapt the payment of theliability of each company to the generation of cash obtained through the operation

of the respective venture.

3.4. Strengthening of Eneva S.A.'s capital and balance sheet structure

through a Capital Increase. In order to strengthen its capital and balance sheet

structure, reduce its borrowing and receive assets capable of contributing to its

cash generation and/or its strategic positioning, Eneva will arrange a capital

increase, through the issuance of new shares at the unit cost of R$0.15 (fifteen

cents) for each new share, to be subscribed by the shareholders, unsecured

creditors, investors and the owners of other property and rights which may be

accepted by the companies under reorganization for the purposes of

underwriting/subscription (in accordance with their exclusive criteria of

convenience and opportuneness), and paid for through (i) investment in specie, (ii)

capitalization of the claims and (iii) underwriting with the assets, in accordance

with the terms foreseen in this plan.

3.5.

Strengthening of Eneva S.A.'s capital and balance sheet structurethrough the attainment of New Funds. To reestablish the working capital


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necessary for the continuation of its activities, payment of claims and the

development of its business plan, Eneva will seek to obtain new funding, in

accordance with the terms of articles 67, 84, II, and 149 of the LRJ, as described in

more detail in clause 6 of this plan. In this context, Eneva invites the unsecured

creditors to grant new funding, which will be paid for and guaranteed inaccordance with the terms foreseen in this plan. The creditors who grant new

funding, thus becoming funding creditors, will receive the unconverted balance of

the unsecured claims in more favorable conditions than those creditors which

opted not to grant new funding, as detailed in clause 6ª.

3.6. Corporate Restructuring. The companies under reorganization may also

arrange for the corporate restructuring of the Eneva Group, in order to achieve a

corporate structure better suited to the development of its activities as rescaled in

the context of the court-supervised reorganization and the business plan resulting

from the implementation of this plan. Bearing in mind that the cited corporate

restructuring will occur in the sphere of the fulfillment of this plan and always in

the best interests of the companies under reorganization and of the success of the

court-supervised reorganization, it may be carried out without the need for prior

authorization by any creditor, provided that all the applicable legal, regulatory and

contractual provisions are observed.

3.7.

Alienation and/or encumbrance of the permanent asset. The companiesunder reorganization may arrange for the alienation and/or encumbrance of any

assets which are free and unencumbered (or through the consent of the creditor

who holds any guarantee on the asset), whether part of the permanent asset or

not, as expressly authorized by the court of reorganization in accordance with

article 66 of the LRJ or by this plan, whilst respecting the limits observed in the

LRJ, in this plan and in the other contracts in force signed by the Eneva Group with

creditors not subject to court-supervised reorganization.

4.

CAPITAL INCREASE

4.1. Precedent Conditions. The following precedent conditions must be

cumulatively fulfilled and/or waived by the companies under reorganization (and

only by them, depending on the case) for the realization of the capital increase and

the implementation of the other provisions contained in this plan: (i) the judicial

ratification of the plan; and (ii) a commitment from the controlling shareholders,

on an irrevocable and irreversible basis, to freely assign their respective

preemptive rights and/or renounce their priority rights, depending on the case, inwhole or in part, in favor of the unsecured creditors and/or investors who wish to


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participate in the capital increase through underwriting with the assets, in order

that the capital increase may occur as provided for in this plan; and (iii) the

obtention of the pertinent legal, regulatory and contractual approvals.

4.2.

Commitment to realize the Capital Increase. Eneva undertakes, on anirrevocable and irreversible basis, through this plan, to ensure that a special

meeting of Eneva’s shareholders is held, within 30 (thirty) days of the date on

which the precedent conditions were fulfilled and/or waived, for the purposes of

voting on the capital increase, through the issuance of new shares, to be paid for by

investment in specie, through the capitalization of the claims and underwriting

with the assets, as foreseen in this plan.

4.3. Value of the Capital Increase. The total value of the capital increase will be

equal to the sum (i) of the quantity which may comprise the investment in specie,

(ii) the totality of the capitalized claims and (iii) the sum corresponding to the

global value of the assets to be underwritten. The unit cost of each new share

issued will be R$0.15 (fifteen cents).

4.3.1. Underwriting with Assets. In the event of Eneva's accepting , for the

purposes of subscribing to the capital increase, in accordance with its

exclusive criteria of convenience and opportuneness, assets and rights

which may contribute to its cash generation and/or strategicpositioning, as many new shares as are necessary, in the light of the

value of the underwritten asset, will be delivered in exchange for the

underwriting, in observance of the provision of article 8 of the business

corporation act and provided that the precedent conditions are satisfied

and/or waived for the realization of the increase of capital.

4.3.1.1. Communication by the party interested in underwriting with

assets. Creditors, shareholders and investors who wish to

participate in the capital increase by underwriting with assets must

communicate their intention to Eneva at, the creditors' meeting at

which the approval of the plan is to be voted on, through the

completion of the appropriate form, a model of which comprises

Annex 4.3.1.1 of this plan. This communication must be

accompanied by evaluation reports drafted by first rate evaluation

companies, and comply with the provision of article 8 of the business

corporation act. In the hypothesis of a capital increase by

underwriting with the assets, Eneva reserves the right, when it


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considers it opportune, to perform a legal, accounting, commercial,

financial, environmental and business audit of the respective assets.

4.4. Limitation regarding the consolidation of absolute shareholder

control over Eneva. In order to avoid, as a result of the capital increase, anyunsecured creditor's consolidating absolute shareholder control over Eneva, which

is to say, of directly or indirectly assuming a shareholding interest in Eneva equal

to or greater than 50% (fifty percent), the exercise of the options foreseen in this

plan will be limited in the following manner: the fraction of the definitive

percentage reduction of the unsecured claim allocated for the purposes of the

capitalization of the claims which may result in consolidated control, will be

automatically waived, in accordance with clause 5a of this plan. For the purposes

of limitation foreseen in this clause, only firm expressions of interest, received

from the unsecured creditors, in participating in the capital increase through the

capitalization of credits, investment in specie and/or underwriting with assets will

be considered up to the creditors’ meeting. Expressions of interest from any other

investors, whether firm or otherwise, will not be considered.

4.5. Same rights. The new shares issued by Eneva in the context of the capital

increase will confer on their holders the same rights assigned to the other shares

issued up till today by Eneva, including the dividends and interest on theshareholders' equity which may be declared by Eneva after the date of ratification

of the capital increase, and in observance of the provision of clause 4.11

4.6. Bonuses, division and grouping of shares. The number of new shares to

be delivered in compliance with this plan will be simultaneously and

proportionally adjusted to the capital increases through the giving of bonuses, and

the division and grouping of shares which may occur as of this date, without any

charge to the beneficiary and in the same proportion established for such events.

Thus, by way of example, (i) in the case of grouping of shares, the number of new

shares to be delivered shall be divided by the same factor as the grouping of the

shares; and (ii) in the case of the division of shares or bonuses, the number of new

shares to be delivered shall be multiplied by the same factor as the division of the

shares or by the same factor used in the giving of bonuses.

4.7. Assignment of the preemptive right and/or waiver of the right of

priority. If the capital increase is carried out by private subscription, Eneva

undertakes to make every effort to obtain from the controlling shareholders acommitment, on an irrevocable and irreversible basis, to assign their respective


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preemptive rights to the investors and/or unsecured creditors, in whole or in part,

in order that the capital increase may occur as per the terms foreseen in this plan.

Similarly, if the capital increase is realized through a public offering with restricted

placement efforts, in accordance with the terms of ICVM 476/09, Eneva

undertakes to make every effort to obtain a commitment from the controllingshareholders, on an irrevocable and irreversible basis, to assign their respective

preemptive right and/or waive their respective priority right in favor of the

investors and/or unsecured creditors, in whole or part, so that the capital increase

may be implemented as foreseen in this plan.

4.8. New shares deriving from the capitalization of the claims and the

respective release. The effective delivery of the new shares resulting from the

capitalization of the claims, represents the payment of the capitalized claims, with

a full, broad, general and unlimited release being granted, as a matter of law,

between the companies under reorganization, on one side, and the respective

unsecured creditor, on the other, regarding this fraction of the claim, for all legal

effects and purposes.

4.9. Mandate. Enevais hereby mandated and authorized, on an irrevocable and

irreversible basis, by force of this plan, in accordance with the terms of article 684

of the Civil Code, to represent, jointly or singly, the beneficiaries of the new shares

on the signing of all the documents necessary to implement and effect the deliveryof the new shares, including, but not limited to, the subscription form before the

bookkeeping institution of the shares issued by Eneva.

4.10. Other procedures. The other terms and procedures related to the increase

of capital, in addition to those already foreseen in this plan, will be timely disclosed

in accordance with the business corporation act and the LRJ, where applicable and

if necessary.

4.11.

Lock-Up Period. During the Lock-Up Period, the unsecured creditors will

be prohibited from offering, selling, contracting to sell, promising to sell, loaning,

granting on a fiduciary basis or, in any other manner, trading or transferring the

ownership, offering a call option (exercisable during the lock-up period), short-

selling or disposing in any other way, of the new shares received in the sphere of

the increase of capital. The cited restriction is expressly agreed to prevent the

unsecured creditors, during the lock-up period, from participating in any hedge or

other transaction which may be conceived in order, or which may lead, to or result

in, the alienation of the new shares held by them during the lock-up period, even ifsuch new shares are alienated by a party other than the unsecured creditor during


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the lock-up period. The cited prohibition on hedging or transactions includes any

short-selling or any purchase, sale or granting of any right (including any call or

sale option, without limitation) regarding, or referred to in, any of the new shares

owned by the unsecured creditor, or in relation to any other security which

includes, whether related to, or referred to in, or which derives from anysignificant part of, the value of such shares, including total return swaps or other

derivative operations involving exclusively financial liquidation.

5. REESTRUCTURING AND LIQUIDATION OF THE DEBTS

5.1. Payment of the Labor Claims. The claims held by the labor creditors will

be paid in — without discount — in 2 (two) equal and successive installments,

without adjustment for inflation or interest, to be paid on the 30th (thirtieth) and

60th (sixtieth) days after the Ratification Date.

5.2. Payment of the secured creditors. Companies under reorganization do

not recognize the existence of secured creditors on the request date and, up to the

present time, no secured creditor has been included on the list of creditors by the

bankruptcy trustee. In the event of the secured creditors being included on the list

of creditors by a judicial or arbitral ruling, or by agreement between the parties,

the cited secured creditors will receive their secured claims under the same

conditions as the unsecured claims of over R$250,000.00 (two hundred and fiftythousand reais) held by the unsecured creditors, in accordance with the terms of

clause 5.3 of this plan.

5.3. Payment of unsecured creditors. The payment of unsecured creditors will

observe the provisions of the clauses below:

5.3.1. Linear payment of up to R$250 thousand to all unsecured

creditors. The sum of up to R$250,000.00 (two hundred and fifty

thousand reais), will be paid in full - without discount - to each of the

unsecured creditors, limited to the value of the respective unsecured

claim, in 2 (two) equal and successive installments, without the

application of inflation adjustment or interest, to be paid on the 30th

(thirtieth) and 60th (sixtieth) days following the Ratification Date.

5.3.2. Obligatory Reduction of the Value of the Unsecured Claims. The

approval of the plan necessarily implies a reduction, regarding each

unsecured creditor, of from 30% (thirty percent) to 45% (forty five

percent) of the value of the unsecured claim, on sums greater thanR$250,000.00 (two hundred and fifty thousand reais), which will be


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paid as per the terms of clause 5.3.1 above, its being the responsibility

of each unsecured creditor to indicate (i) the respective proposed

percentage reduction of the unsecured claim and (ii) the preferred form

for the reduction of its unsecured claim chosen from the following

options: (a) the capitalization of the total value of the unsecured claimcorresponding to the percentage reduction of the unsecured claim; (b)

the granting of a full waiver of the unsecured claim corresponding to the

definitive percentage reduction of the unsecured claim; or (c) a

combination of alternatives (a) and (b) above, in such case informing the

exact percentage which its intends to waive and the exact percentage

which it intends to capitalize in the capital increase..

5.3.2.1. Formalization of the Indication. The proposed percentage

reduction of the unsecured claim and the chosen form for the

reduction of the unsecured claim, as provided for in clause 5.3.2

above must be advised by each of the unsecured creditors during the

creditors' meeting at which the plan is to be voted on, through the

completion of the form, the model for which comprises Annex

5.3.2.1 of this plan.

5.3.2.2. Non-Formalization. Failure to issue a statement during the

creditors' meeting at which the plan is to be voted on, will beinterpreted as (i) the unsecured creditor's indicating a preference

for the minimum of 30% (thirty percent) as the proposed percentage

reduction of the unsecured claim; and (ii), the unsecured creditor's

lack of interest in participating in the capital increase, resulting in

the granting of a full waiver of the value of the unsecured claim

corresponding to the proposed reduction percentage of the

unsecured claim, without prejudice to the respective unsecured

creditor's being subject to the increase procedure foreseen below, in

the case of non-attainment of the minimum reduction of the

unsecured claims, which will be subject to the same treatment as

item (ii) of this clause 5.3.2.2.

5.3.2.3. Verification of the percentage reductions of the unsecured

claims. After the unsecured creditors have advised their respective

proposed percentage reductions of the unsecured claim and the

chosen form of reduction of the unsecured claim, the weighted

average of these percentages will be calculated, in order to verify if


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the minimum reduction of the unsecured claims (40%) was or

wasn't achieved.

5.3.2.4. Non-attainment of the Minimum Reduction of the Unsecured

Claims and the consequent Compulsory Increase of theProposed Percentage Reduction of the Unsecured Claims. As

explained in this plan, the economic projections which provided the

basis for the payment proposals took as their premise the fact that a

minimum of 40% (forty percent) of the total value of the unsecured

claims would be capitalized and/or waived, depending on the case.

Thus, in the event that the combination of results verified at the

creditors' meeting does not achieve the minimum percentage of 40%

(forty percent) above, the unsecured creditors who potentially

remain below the weighted average obtained will be informed that

the respective proposed percentage reduction of the unsecured

claim will be increased, in accordance with the formula foreseen in

Annex 2.1.3, until the minimum reduction of the unsecured claims is

achieved. The increase in each proposed percentage reduction will

be communicated to all those present at the creditors' meeting, and

this will become the definitive reduction percentage for the

unsecured claims, for all legal purposes and effects, and subject to

the provision of clause 5.3.5 of this plan.

5.3.2.4.1 As a means of encouraging the granting of a larger

proposed percentage reduction of the unsecured claim,

independently of the form of reduction of the unsecured credit

chosen by each unsecured creditor, in accordance with clause 5.3.2

above, the additional percentage reduction alone, corresponding to

the difference verified between the definitive percentage reduction

of the unsecured claim (obtained through the increase procedure

described in clause 5.3.2.4) and the proposed percentage reduction

of the unsecured claim, will be compulsorily waived by the

respective unsecured creditor.

5.3.3. Payment of the Remaining Balance of the Unsecured Claims in

accordance with the terms of instruments A and B. The remaining

balance of the unsecured claims will be paid, without any discount,

through instruments A and B, in accordance with the following terms:

5.3.3.1. Instrument A. Instrument A will have the following characteristics:


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higher percentage reduction of the unsecured claim, the plan provides, in relation

to each unsecured creditor, for the allocation to instrument A of 1% (one percent)

of the value of the unsecured claim(following the discount of the R$250,000.00

paid in accordance with clause 5.3.1) for each 1% (one percent) of the definitive

percentage reduction of the unsecured claim fixed above the minimum reductionpercentage of the unsecured claim of 30% (thirty percent). The remaining balance

of the unsecured claims not allocated to instrument A above will automatically be

allocated for payment in accordance with instrument B.

5.3.4.4 Global limitation of the value designated to instrument A. Companies

under reorganization will designate the maximum and unalterable sum of up to

R$460,000,000.00 (four hundred and sixty million reais) for the purposes of

allocation under the terms of instrument A. Only the following parties will qualify

for the terms foreseen in instrument A: (i) unsecured creditors whose definitive

percentage reduction of the unsecured claims is set above the minimum of 30%

(thirty percent), in accordance with the terms of clause 5.3.4.3; and (ii) Funding

Creditors, as provided for in clause 6a of the plan.

5.3.5. Optional Increase in the Definitive Percentage Reduction of the

Unsecured Claim and allocation of the Remaining Balance of the Unsecured

Claims to Instrument C. Furthermore, as a means of encouraging a greater

reduction in the unsecured claims, the unsecured creditors who granted adefinitive percentage reduction equal to or greater than 40% (forty percent), will

be granted the exclusive option of increasing by a further 20% (twenty percent)

the respective definitive percentage reductions of their unsecured claims,

exclusively by waiver of debt, in order that they may be entitled to the full

allocation of the remaining balances of their unsecured claims to Instrument C. In

other words, in this case, the remaining balance of the unsecured claims of the

respective unsecured creditor will not be allocated to instruments A or B, but

exclusively to instrument C, independently of whether the respective unsecured

creditor granted new funding or not.

5.3.5.1. Instrument C: Instrument C will have the following

characteristics:

Interest : 100% (one hundred percent) of the IDC plus interest of

2.5% (two point five percent) per year, payable from the date of

ratification.

Grace Period: Grace period for the amortization of the principal of

8 (eight) years and for the payment of interest of 6 (six) years,counted from the date of ratification.


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Payment of interest: The interest foreseen in the plan will be paid

every month between the 7th

(seventh) and 8th

(eighth) year

following the date of ratification.

Amortization of the principal and payment of interest :

Amortization of the principal and interest payments will be madeevery month in the period between the 9 th (ninth) and 14th

(fourteenth) years following the date of ratification, in accordance

with the following timetable of payment:

9th Year 10th Year 11th Year 12th Year 13th Year 14th Year

10% 15% 15% 15% 20% 25%

5.3.5.2. Formalization of the option regarding the optional

increase. The decision, by each unsecured creditor, to exercise the

option to increase their respective definitive percentage reduction of

the unsecured claim by an additional 20% (twenty percent), in

accordance with the terms foreseen in clause 5.3.5 above, must be

communicated during the creditors' meeting at which the plan is

voted on, on the conclusion of the procedure for verifying the

percentage reductions of the unsecured claims, through the

completion of the appropriate form, a model of which comprises Annex 5.3.5.2 of this plan.

5.4. Payment of Micro-Business and Small Business Creditors. The claims

held by the micro-business and small business creditors will be paid in full -

without discount - in 2 (two) equal and successive installments, without

adjustment for inflation or interest, to be paid on the 30th (thirtieth) and 60th

(sixtieth) days after the Ratification Date.

5.5.

Payment of Late Creditors. The claims held by late creditors will be paid in

10 (ten) monthly installments, without the application or capitalization of interest,

with the first payment becoming due after the first month subsequent to the

settlement of all the other pre-bankruptcy claims and first priority claims.

5.6. Form of Payment . The claims will be paid to the creditors through the

direct transference of funds to the bank account of the respective creditor, through

a wire transfer (DOC) or an Electronic Funds Transfer (TED). Eneva may contract a

payment agent to effect such payments to the creditors. The deposit slip of the sum


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paid to each creditor will serve as proof of the settlement of the respective

payment.

5.7. Creditors’ Bank Accounts. Creditors must inform their respective bank

account details for this purpose, through written communication addressed toEneva, in accordance with the terms of clause 9.4. Payments which are not made

due to the creditors' not having informed their bank details within a minimum of

30 (thirty) days of the projected date of payment will not be considered as non-

compliance events in relation to the plan. In this case, and at the discretion of the

companies under reorganization, the payments due to the creditors who did not

inform their bank details may be made in court, at the expense of the creditor, who

will be answerable for any added costs arising from the use of the judicial channel

to make the deposit. There will be no application of interest, fines, late payment

charges or breach of this plan if the payments were not made as a result of the

creditors not having timely informed their bank account details.

5.8. Increases in the Values of the Claims. In the hypothesis that there is any

increase in the value of any claim deriving from a res judicata court judgment or

agreement between the parties, the increased value of the claim will be paid in the

form foreseen in this plan, based on the res judicata court judgment or signing of

the agreement between the parties. In this case, the rules of payment of the

increased value of such claims, particularly regarding the application of interest,will be applicable only as of the cited res judicata court judgment or the date of the

signing of the agreement between the parties.

6. GRANTING OF NEW FUNDING

6.1. Granting of new funding. As indicated by the companies under

reorganization in their invitation-petition submitted to the records of the court-

supervised reorganization together with this plan, the companies under

reorganization ratify the invitation presented to the unsecured creditors to grant

new funding to Eneva, with a view to strengthening the capital structure of the

company, in the minimum sum of R$10,000,000.00 (ten million reais) per

unsecured creditor, and respecting the global limit of R$100,000,000.00 (one

hundred million reais). The granting of new funding must reflect the proportion of

the respective unsecured creditor's interest in the total sum of the unsecured

claims. If any unsecured creditor does not participate in the provision of new

funding, the granting unsecured creditors may proportionately increase their

interest in the new funding to be granted whilst observing, in any scenario, theglobal limit of R$100,000,000.00 (one hundred million reais). The granting


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unsecured creditors must communicate their firm proposal to grant new funding

within a term of 30 (thirty) consecutive days counted from the date of submission

of this plan in court, in accordance with the terms of clause 9.4, with express

stipulation of the value to be granted. After the 30th (thirtieth) day counted from

the date of submission of this plan in court, a term of fifteen consecutive days willbegin to run for the unsecured creditor to effectively grant the new funding, within

the limits already indicated, through a deposit in a bank account owned by Eneva

S.A., under court-supervised reorganization, held with Banco Itaú Unibanco S.A.

(341), Agency 0911, Account Number 07727-9.

6.2. Conditions of payment of the New Funding. The new funding will be

repaid to the Funding Creditors on the following conditions:

Interest : 100% (one hundred percent) of the IDC plus interest of 3%

(three percent) per year, applicable as of the date of the respective

disbursement.

Payment Term: 360 (three hundred and sixty) days counted from

the disbursement of the new funding or on the date when the price

of the alienation of Eneva's interest in Pecém I is deposited in favor

of Eneva, whichever of the two occurs first.

Amortization of the principal and payment of interest: in a single

installment, up front, to be made within the payment term above.

6.3. Guarantees. The new funding will be guaranteed by the shared guarantees,

through the signing of a contractual instrument, specific for this purpose, between

the funding creditors and Eneva.

6.4. Priority in the allocation of the sum designated to instrument A.

Following the effective release of the new funding in favor of Eneva, the funding

creditors will have proportionally reserved for themselves the sum of up to

R$100,000,000.00 (one hundred million reais) of the maximum sum of

R$460,000,000.00 (four hundred and sixty million reais) designated for the

payment of the unsecured creditors in accordance with instrument A. For this

purpose, each R$1.00 (one real) of new money granted will confer on the funding

creditor the right to reserve R$1.00 (one real) proportionately for itself.

Not withstanding the provisions of the sub-clauses of this chapter 6, if the funding

creditor exercises the option foreseen in clause 5.3.5 of this plan, the totality of

the respective remaining balance of its unsecured claims will be exclusively

allocated to Instrument C and no longer to Instruments A and B, independently ofthe limit foreseen in clause 6.4.


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7. ALIENATION OF ENEVA'S INTEREST IN PECÉM I

7.1. Alienation of Pecém I to EDP. As disclosed to the market through a

relevant fact dated 09/12/2014, in order to resolve its immediate need for cash,Eneva signed a contract for the purchase and sale of the totality of its interest in its

subsidiary company Pecém I with EDP – Energias do Brasil S.A.,

judicial recovery plan

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