ENEVA S.A. in Judicial Recovery Corporate Taxpayer s ID (CNPJ/MF) / Company Registry (NIRE) Publicly-held Company

Transcription

1 ENEVA S.A. in Judicial Recovery Corporate Taxpayer s ID (CNPJ/MF) / Company Registry (NIRE) Publicly-held Company MINUTES OF THE EXTRAORDINARY SHAREHOLDERS MEETING HELD ON AUGUST 26, 2015 I. DATE, TIME AND VENUE: On August 26, 2015, at 2:00 p.m. at the headquarters of ENEVA S.A. in Judicial Recovery ( Company ), at Praia do Flamengo, nº 66, Flamengo, in the City and State of Rio de Janeiro. II. CALL NOTICE: Call notices published in the Official Gazette of the State of Rio de Janeiro, on August 11, 12 and 13, 2015 (pages 12, 3 and 12 respectively) and in the Diário Mercantil on August 11, 12 and 13, 2015 (pages 2, 5 and 2 respectively), as provided for in Article 124, item II of Law nº 6.404, as amended ( Brazilian Corporation Law ). III. MANAGEMENT PROPOSAL: The Management proposal ( Management Proposal ) containing the information and the documents necessary to exercise the voting right at the shareholders meeting was made available to shareholders at the Company s headquarters and published at the webpage of the Company, of the Brazilian Securities and Exchange Commission, ( CVM ), of the BM&FBOVESPA S.A. Securities, Commodities and Futures Exchange ( BMF&FBOVESPA ), on the same date of the first publication of the call notice, pursuant to sole paragraph, Article 6 of CVM Rule 481 of December 17, 2009, as amended. IV. ATTENDANCES: Shareholders representing more than 92% of the Company s voting capital stock, as per signatures on the Shareholders Attendance Book. Mr. Fabio H. Bicudo, Chairman of the Company s Board of Directors, Mr. Alexandre Americano, Chief Executive Officer, Mr. Ricardo Levy, Chief Financial and Investor Relations Officer of the Company, Mr. Paulo Coimbra, representative of KPMG Corporate Finance Ltda. ( KPMG ) and Mr. Marcio Santiago Gonçalves, representative of G5 Consultoria e Assessoria Ltda. ( G5 Evercore ) also attended the meeting. This present meeting was declared regularly installed after verifying the quorum required. V. PRESIDING BOARD: Pursuant to Article 25, Paragraph 1 of the Company s Bylaws and Article 128 of Law nº 6,404/76, the Chairman of the meeting will be Mr. Fabio H, Bicudo who invited Mr. João Pedro Barroso do Nascimento to act as secretary. VI. AGENDA: To resolve on: (i) the Company s capital increase totaling up to

2 three billion, six hundred, fifty million reais and ten centavos (R$3,650,000,000.10), by means of the issue for private subscription of up to twenty-four billion, three hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four (24,333,333,334) non-par book-entry, registered common shares, with eventual partial ratification in the event of subscription of, at least, two billion reais and ten centavos (R$2,000,000,000.10), by means of the issue, of at least, thirteen billion, three hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four (13,333,333,334) non-par, book-entry, registered common shares, at the issue price of fifteen centavos of Real (R$0.15) per share, as per Management Proposal ( Capital Increase ); (ii) ratify the hiring of KPMG, as the institution liable for drawing up the valuation report on shares issued by BPMB Parnaíba S.A. for the purposes of Capital Increase payment by Banco BTG Pactual S.A. ( BPMB Valuation Report ); (iii) ratify the hiring of KPMG, as the institution liable for drawing up the valuation report on shares issued by Parnaíba Gás Natural S.A. ( PGN ) and Eneva Participações S.A. in Judicial Recovery ( Eneva Participações ) for the purposes of Capital Increase payment by DD Brazil Holdings S.à.R.L. ( E.ON and E.ON Assets Valuation Report, respectively); (iv) ratify the hiring of G5 Evercore, as the institution liable for drawing up the valuation report on shares issued by Parnaíba III Geração de Energia S.A. for the purposes of Capital Increase payment by Gemlik RJ Participações S.A. ( Parnaíba III Valuation Report ); (v) ratify the hiring of G5 Evercore, as the institution liable for drawing up the valuation report on shares issued by Parnaíba I Geração de Energia S.A., Parnaíba IV Geração de Energia S.A. and Parnaíba Geração e Comercialização de Energia S.A. for the purposes of Capital Increase payment by Petra Energia S.A. ( Petra Assets Valuation Report ); (vi) approve BPMB Valuation Report for the purposes of payment of shares to be subscribed in the Capital Increase; (vii) approve E.ON Assets Valuation Report for the purposes of payment of shares to be subscribed in the Capital Increase; (viii) approve Parnaíba III Valuation Report for the purposes of payment of shares to be subscribed in the Capital Increase; (ix) approval of Petra Assets Valuation Report for the purposes of payment of shares to be subscribed in the Capital Increase; and (x) authorize the Company s Management to practice all the acts necessary to carry out the Capital Increase, as well as the aforementioned resolutions. VII. RESOLUTIONS: Pursuant to Article 25, Paragraph 3 of the Company s Bylaws, the minutes of this Extraordinary Shareholders Meeting shall be drawn up in summary format. The attending shareholders resolved, unanimously, to publish the minutes of this Extraordinary Shareholders Meeting omitting the signatures of attending shareholders, pursuant to Article 130 of Law nº 6,404/76. In view of the request made by FIA Dinamica Energia, Company s shareholder representing the minimum percentage required by Article 2 of CVM Rule nº 324 of January 19, 2000 ( ICVM 324/00 ), the proposal for installing the Company s Fiscal

3 Council, elect and define its members compensation was included in the agenda of this Meeting. The shareholder FIA Dinamica Energia proposed that the Agenda should be inverted so as this matter would be the first item of the Agenda. This proposal was submitted to the shareholders that rejected it, by majority vote of attendees, registering the dissenting opinions and legal abstentions. Consequently, the original sequence of the Agenda will be maintained and the deliberation about the Fiscal Council will be discussed in the end of the meeting. Continuing with the analysis and discussions on the matters of the agenda, the shareholders resolved: 7.1 Referring to item (i) of the agenda, by majority vote of attendees, registering the dissenting opinions and legal abstentions, to approve the Company s capital increase totaling up to three billion, six hundred, fifty million reais and ten centavos (R$3,650,000,000.10), by means of the issue for private subscription of up to twentyfour billion, three hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four (24,333,333,334) non-par, book-entry, registered common shares, with eventual partial ratification in the event of subscription of at least, two billion reais and ten centavos (R$2,000,000,000.10), by means of the issue of at least, thirteen billion, three hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four (13,333,333,334) non-par, book-entry, registered common shares, at the issue price of fifteen centavos of Real (R$0.15) per share, according to the Management Proposal The new common shares shall have the same rights and privileges of the Company s common shares, pursuant to the Company s Bylaws The subscription of new common shares issued by the Company shall be subject to the creditors compliance or waiver of condition precedent provided for in the Court-Supervised Reorganization Plan. Therefore, until these conditions are fully executed or waived, as applicable, no notice shall be disclosed to shareholders to initiate the subscription period Pursuant to Article 171, Paragraph 1, item a of the Brazilian Corporation Law, shareholders shall be eligible to exercise the preemptive right to subscribe the Company s shares within the scope of the Capital Increase, at the ratio of 2, % over their related shareholding on the publication date of notice to shareholders.

4 7.1.4 The term to shareholders exercise the preemptive right shall initiate on a date to be defined in the notice to shareholders and shall expire after elapsing, at least, thirty (30) consecutive days. After the aforementioned period, if still there are unsubscribed shares, the Company s shareholders and/or preemptive right assignees who expressly indicated in their subscription lists their intent of subscribing unsold shares, they shall subscribe these shares within the term to be published by the Company by means of notice to shareholders. In the event the Capital Increase is not fully subscribed, the Company may partially ratify the Capital Increase, as per instructions mentioned in the notice to shareholders, the Brazilian Corporation Law and the applicable rules issued by CVM After subscription and payment of shares from Capital Increase, the necessary measures will be taken to ratify the capital increase. 7.2 Referring to item (ii) of the agenda, by unanimous vote, registering abstentions, to approve the ratification for hiring KPMG as the institution liable for drawing up BPMB Valuation Report; 7.3 Referring to item (iii) of the agenda, by unanimous vote, registering abstentions, to approve the ratification for hiring KPMG as the institution liable for drawing up E.ON Assets Valuation Report; 7.4 Referring to item (iv) of the agenda, by unanimous vote, registering abstentions, to approve the ratification for hiring G5 Evercore as the institution liable for drawing up Parnaíba III Valuation Report; 7.5 Referring to item (v) of the agenda, by unanimous vote, registering abstentions, to approve the ratification for hiring G5 Evercore as the institution liable for drawing up Petra Assets Valuation Report; 7.6 Referring to item (vi) of the agenda, by majority vote of attendees, registering the dissenting opinions and abstentions, to approve BPMB valuation report; 7.7 Referring to item (vii) of the agenda, by majority vote of attendees, registering the dissenting opinions and abstentions, to approve E.ON Assets Valuation Report; 7.8 Referring to item (viii) of the agenda, by majority vote of attendees, registering the dissenting opinions and abstentions, to approve Parnaíba III Valuation Report; and 7.9 Referring to item (ix) of the agenda, by majority vote of attendees, registering

5 the dissenting opinions and abstentions, to approve Petra Assets Valuation Report; 7.10 After the deliberations of the items in the Agenda, in view of the request made by Company s shareholders representing the minimum percentage required by Article 2 of CVM Rule nº 324 of January 19, 2000, the Company s Fiscal Council is installed, pursuant to Articles 27 and 28 of the Company s Bylaws and Articles 161 and the following of the Brazilian Corporation Law, to operate until the Annual Shareholders Meeting to approve the accounts for the fiscal year to end on December 31, After the Fiscal Council s installment, shareholders approved the election of 3 sitting members of the Fiscal Council and respective deputies, by majority of votes, registering a dissenting opinion and abstention, as follows: In a separate vote pursuant to Paragraph 4, Article 161 of the Brazilian Corporation Law, the Company s non-controlling shareholders, without the direct or indirect participation of controlling shareholders, elected (i) Mr. Manuel Jeremias Leite Caldas, Brazilian citizen, married, electric engineer, bearer of the identity card number , issued by the Ministério da Aeronáutica, enrolled with the CPF/MF under number , residing and domiciled in the City and State of Rio de Janeiro, at Av. Lucio Costa no , apto. 1103, as sitting member; and (ii) Mr. Ronaldo Dias, Brazilian citizen, married, accountant, bearer of the identity card number , issued by DETRAN/RJ, enrolled with the CPF/MF under number , residing and domiciled in the City and State of Rio de Janeiro, at Rua Maxwell no. 452, apto. 604, CEP , as his deputy As appointed by the Company s controlling shareholders, were elected: (i) Mr. Evandro César Camillo Coura, Brazilian citizen, married, engineer, bearer of the identity card number 43562, issued by CREA-RJ, enrolled with the CPF/MF under number , residing and domiciled in the City and State of São Paulo, at Rua Bela Cintra no. 968, conj. 12, as sitting member; and Mr. Mauricio Aquino Halewicz, Brazilian citizen, married, economist, bearer of the identity card number , issued by RS, enrolled with CPF/MF under number , residing and domiciled in the City and State of São Paulo, at Alameda Casa Branca no. 1011, apto. 91, as his deputy; and (ii) Mrs. Lucia Maria Martins Casasanta, Brazilian citizen, married, accountant, bearer of the identity card number RJ /0-2, issued by CRC/RJ, enrolled with CPF/MF under number , residing and domiciled in the City and State of Rio de Janeiro, at Rua Gorceix no. 28, apto. 402, as sitting member; and Mrs. Patricia Maria de Arruda Franco, Brazilian citizen, married, accountant, bearer of the identity card number RJ /0-7, issued by CRC/RJ, enrolled with CPF/MF under number , residing and domiciled in the City and State of Rio de Janeiro, at Rua Prudente de Morais no. 301, apto. 202, as her deputy.

6 The shareholders who appointed the Fiscal Council members elected herein declared these members have the qualifications necessary and they comply with the requirements provided for by the Brazilian Corporation Law and in the Company s Bylaws to perform the position as member of the Company s Fiscal Council. The Fiscal Council members elected herein shall have term of office until the Annual Shareholders Meeting to approve the accounts for the fiscal year to end on December 31, The investiture of Fiscal Council members elected herein shall be subject to (i) the submission of clearance certificates, pursuant to applicable laws, which are prepared by the Company; (ii) the signature of instrument of investiture, drawn up in the Company s records; and (iii) the signature of the Statement of Consent of Fiscal Council members, pursuant to BM&FBOVESPA s Novo Mercado Rules The shareholders approved by majority of votes of the attendees, registering dissenting opinions and abstentions, that the Fiscal Council shall have a monthly global compensation of R$28.000,00 (twenty-eight thousand Reais) The shareholder FIA Dinâmica Energia, arguing the application of article 159, 1º of Brazilian Corporate Law, proposed the inclusion of a deliberation for civil liability lawsuit against the Chairman of the Board of Directors in view of the submission to the General Shareholders Meeting of the valuation reports which, in accordance with FIA Dinamica Energia, do not serve the purpose which they were supposed to, according to the terms of a separate vote presented by the shareholder. Subsequently, the shareholders deliberated the matter and rejected such proposal by majority of votes of the attendees, registering dissenting opinions and abstentions The General Shareholders Meeting scheduled for tomorrow (27/08/2015) has been cancelled due to the fact that items in the respective agenda have all been decided in this meeting Finally, the shareholders authorized the Company s management to take all the measures necessary or convenient to carry out the Capital Increase and the aforementioned resolutions. VIII. MANIFESTATIONS, ABSTENTIONS AND DISSENTING OPINIONS: The dissenting opinions and abstentions were registered, including those abstentions from the shareholders: (i) E.ON in relation to items (i), (iii), (vi), (vii), (viii) and (ix) of the Agenda, in view of the law and the decision issued by CVM Board in the meeting held on August 25, 2015; (ii) BNDES Participações S.A. BNDESPAR in relation to

7 the items which were not originally included in the Agenda of this meeting. IX. CLOSURE: Nothing else to be discussed, this Meeting was adjourned to draw up these minutes, which were then read, approved and signed by attendees. [This is a free Engligh translation of the minutes of the Extraordinary Shareholders Meeting of ENEVA S.A. in Judicial Recovery, held on August 26, 2015, signed by all shareholders and drawn up in the Company s records] Rio de Janeiro, August 26, Fabio Hironaka Bicudo Chairman João Pedro Nascimento Secretary

8 Attachment I Shareholders Attendance List at the Extraordinary Shareholders Meeting of August 26, 2015

9 Attending Shareholders Eike Fuhrken Batista Centennial Asset Mining Fund LLC Centennial Asset Brazilian Equity Fund LLC (p.p. Bernardo Daudt) BNDES Participações S.A. BNDESPAR (p.p. Sara Alexandrino Nogueira) Fundo de Investimento Jaburá Ações Clube de Investimento OMNI II Vida Feliz Fundo de Investimento em Ações Spinelli Fundo de Investimento em Ações (p.p. Caio Machado) DD Brazil Holdings S.A.R.L. (p.p. Carlos Barbosa Mello) Alexandre Americano H. e Silva Spinelli Dividendos Fundo de Investimento em Ações Nelson Bizzacchi Spinelli Milton Notrispe Mario Bronstein Roberto Vianna Pinto (p.p. Julian Chediak) Fundo de Investimento de Ações Dinâmica Energia (p.p. Julian Chediak / José Pais Rangel) Marianno de Azeredo Santos Filho José Pais Rangel Max Eduardo Heilborn João Paulo Galatro Perrotta Norges Bank (p.p. Talita Car Vidotto) Helena Maria Neves Puggina Ferraz (p.p. Fabio de Souza Queiróz Ferraz)

10 Attachment II BPMB Valuation Report

11 CORPORATE FINANCE Eneva S.A. in Judicial Recovery Economic and Financial Valuation Report of BPMB Parnaíba S.A. April 13, KPMG Corporate Finance Ltda., a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. Printed in Brazil. 0

12 ABCD KPMG Corporate Finance Ltda. Av. Almirante Barroso, 52 4th Rio de Janeiro, RJ - Brazil P.O. Box Rio de Janeiro, RJ Brazil Phone 55 (21) Fax 55 (21) Internet To the Board of Directors of Eneva S.A. in Judicial Recovery Rio de Janeiro - RJ April 13, 2015 Economic and financial valuation report of: BPMB Parnaíba S.A. Dear Sirs, Under the terms of our proposal, dated April 9, 2015, for professional services and subsequent understandings, KPMG Corporate Finance Ltda. ( KPMG ) has performed the economic and financial valuation of BPMB Parnaíba S.A. ( BPMB ), at the base date of December 31 st, It is imperative to point out that this version of the valuation report is a free translation from Portuguese to English; therefore, in case of discrepancies between the report in Portuguese sent on April 13, 2015 and the free translation report, the former shall prevail in all matters. Yours Sincerely, Augusto Sales Partner Paulo Guilherme Coimbra Partner 2015 KPMG Corporate Finance Ltda., a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative ( KPMG International ), a Swiss entity. All rights reserved. Printed in Brazil.

13 Important Notes For the benefit of this report, BPMB will be referred to as Company. On February 12 th, 2015, Eneva and Eneva Participações filed a Plan for Judicial Recovery ( JRP ), in accordance with Article 53 of the Brazilian Judicial Recovery Law. Within this context, Eneva JR seeks to initiate a capital increase. Such potential capital increase envisages a change in Eneva JR s shareholding structure, and, in case the JRP obtains full approval for execution, such mutations in shareholding structure are planned to be made through the following contributions: (i) cash; (ii) credit capitalization; (iii) and asset subscription. Within such context, and in addition to possible credit capitalizations (item ii of the capital increase in the JRP), KPMG has been informed by Eneva JR that, in case the JRP is approved for execution, Banco BTG Pactual ( BTG ) intends to participate in the capital increase of Eneva JR through a possible subscription of the shares BTG holds in BPMB (item iii of the JRP). This report has been elaborated by KPMG, as per Eneva JR s Board of Directors requisition, as a support for the Transaction. The report, according to the JRP, will be presented to Eneva JR s Creditor Committee. In case of approval, the report will be presented to the Extraordinary General Shareholders meeting. This report may not be circulated, copied, published or, by any matters, utilized, nor may it be archived, partly or integrally, without KPMG s previous consent. As this report will be used in the analysis of a potential capital increase transaction ( Transaction ) involving Eneva JR, which is a Brazilian company listed with the São Paulo Stock Exchange ( Bovespa ), as well as subject to the reporting requirements of the Brazilian Stock Exchange Commission ( CVM ), the Client may give access to the report to CVM only to the extent required by law and shall remain fully responsible for any damage or injury resulting or arising from such access, which may be experienced by Eneva, KPMG, including representatives of KPMG, or any third party. The economic and financial valuation of BPMB was based on Discounted Cash Flows ( DCF ). Both of them performed by KPMG, on the base date of December 31 st, The Client and BTG, through its designated professionals, provided information regarding the Company and their respective markets, which has been used for this report. The Company will be referred to in this report altogether as Information Providers. The services rendered by KPMG were based on the following information provided by BTG: BPMB Parnaiba_Info Memo_v_09_01_2015.pdf, BPMB Parnaíba_Model_KPMG_v5.xlsx, PGN-BPMB - Budget 2015 and Business Plan pdf Information related to the Gas Reserves under the Parnaíba Basin, Capex projection, Opex projection and SG&A for PGN and BPMB; DFs BPMB Parnaiba _6_04_2015.pdf BPMB s audited financial statement FY2014; PGN-BPMB - Budget 2015 and Business Plan pdf Prospective financial data related to BPMB, for which we have no reason to dispute the underlying assumptions; BPMB Parnaiba_Info Memo_v_09_01_2015.pdf, PGN-BPMB - Budget 2015 and Business Plan pdf Background information regarding BPMB valuation; BPMB Parnaiba_Info Memo_v_09_01_2015.pdf, BPMB Parnaíba_Model_KPMG_v5.xlsx, All internal presentations that describe the history, nature of business, and outlook for BPMB; and BPMB Parnaiba_Info Memo_v_09_01_2015.pdf, BPMB Parnaíba_Model_KPMG_v5.xlsx, PGN-BPMB - Budget 2015 and Business Plan pdf Other pertinent information. 2

14 Important Notes It is imperative to point out that this version of the valuation report is a free translation from Portuguese to English; therefore, in case of discrepancies between the report in Portuguese sent on April 13, 2015 and the free translation report, the former shall prevail in all matters. KPMG based its work on the information provided by the Information Providers and/or other representatives of such Information Providers. Therefore, the Client, including its Management, takes responsibility for all information provided to or discussed with KPMG. Any changes in the information provided by the Client and BTG to KPMG may impact the results of this report. KPMG assumes no responsibility for updating, reviewing or amending this report, as a result of the disclosure of any information subsequent to the date of the issuance of this report. During the course of our work, we carried out analysis procedures whenever necessary. However, we emphasize that our work did not constitute an audit of the financial statements or of any other information provided by the Client or BTG and should not be interpreted as such. Our work took into consideration the relevance of each item, therefore, less relevant assets and liabilities were not analyzed in detail. KPMG has not verified independently the information provided by the Client, so, it cannot confirm the precision, accuracy and sufficiency of such information and, therefore, the Client assumes all responsibility for the information provided to KPMG. The preparation of this report was based on our reliance, with the express approval of the Client, on the accuracy, content, veracity, completeness, sufficiency and integrity of the data provided to or discussed with KPMG. Thus, KPMG has not inspected any asset, or prepared or obtained an independent valuation of the Client s assets, liabilities, or its solvency. Therefore, the Client, including its Management, takes responsibility for all information provided to or discussed with KPMG. All estimates and projections herein presented have been provided by the Information Providers; when necessary, such estimates and projections have been adjusted by KPMG, according to its own judgment on their reasonability, and are assumed to be underpinned by the Information Provider s management s best evaluation of the Companies and respective market s best perspectives. Except when otherwise stated, in footnotes or specific references, all data, historic or market information, estimates, projections and assumptions, included, considered, used or presented in this report were provided by the Client to KPMG. The information herein presented, related to the Companies financial and accounting conditions, and related to the Companies respective markets, is based on the available data as at December 31, Any changes in the information provided by the Information Providers may impact the results of this report. KPMG assumes no responsibility for updating, reviewing or amending this report, as a result of the disclosure of any information subsequent to December 31, 2014, or any other subsequent event The shareholder structure and participation percentages of related/controlled companies presented in this report have been provided to KPMG by the Information Providers, and have not been subject to KPMG s independent verification. We emphasize that the determination of the economic value of possible contingencies, and other adjustments to the financial statements (if applicable) were not part of the scope of this report. Thus, with respect to such items, our work was based on information and analysis made available by the Client and/or their auditors, lawyers and/or other advisors. This report has been elaborated according to the economic and market conditions, among others, available as at the elaboration time period. The conclusions herein presented, therefore, are subject to exogenous variations of which KPMG does not have any control. 3

15 Important Notes The sum of the individual values herein presented may diverge from the sums presented in this report, due to rounding issues. Although the work on which this report is based was performed independently by KPMG under technical supervision, the analyses of the different factors that characterize the valuation report is subjective in nature. Therefore, when performed by other professionals, such analyses may express points of view different from those presented by KPMG. Our valuation was made on the basis of events which can be reasonably expected, and therefore does not take into account extraordinary and unforeseeable events (new industry regulations, changes in tax laws, natural catastrophes, major social and political events, nationalization etc.), which may cause adverse effects on the Companies. This report is not to be used as a sole basis for the evaluation of the Company, for the report does not contain all necessary information for such use. Therefore, this report is not to be interpreted as a proposal, solicitation, suggestion, nor recommendation by KPMG for the Transaction. Any decision taken by the Company shareholders shall be assumed integrally by the same shareholders. KPMG will not take any responsibility as to the Company shareholders decisions. We emphasize that a valuation establishes a theoretical estimate within an interaction involving a buyer and a seller, where both are intended to close a deal, with the necessary access to all relevant information, and assuming that neither parties have the immediate necessity to buy or sell. An effective negotiation does not necessarily reflect such conditions, and may include other elements; consequently, the estimated value need not be used in the effective transaction. This report does not envisage the satisfaction of any personal nor specific interests. Thus, results from other evaluations, elaborated by third parties, may diverge from our results. Notwithstanding, such divergence should not be regarded as an inherent deficiency of the realized work. The Company shareholders have to perform their own analyses regarding the Transaction, through the consultation of their own financial, tax and legal advisors, in order to define their own opinion as to the Transaction. This report is to be read and interpreted with full consciousness of our already mentioned restrictions. In addition, the reader must be aware of the restrictions and characteristics of inherent to the Information Providers. This report is to be solely used within the Transaction context, as herein described. We cannot guarantee that this report may be used in other contexts. Furthermore, we emphasize that KPMG will not perform additional services, and will not adapt this report for other objectives. The scope of our engagement did not include the detection of fraud in the Company operations, processes, records or documents. Valuations, in general, present significant degrees of subjectivity. Thus, there are no guarantees that any assumptions, estimates, projections, results, or the preliminary results presented in the work document will be effectively noted and/or verified, in their entirety, or partially. Hence, KPMG is not responsible, and cannot be held responsible for any differences between the valuation results, and the results noted a posteriori. The services performed herein may have been based on legal and administrative rules. In this regard, we note that our legislation is complex and often the same provision can be interpreted in multiple ways. KPMG always seeks to be up-to-date on the various interpretative tendencies, in order to permit a broad assessment of the alternatives and risks involved. Even so, there may be some interpretations of the law that differ from ours. Under these circumstances, neither KPMG, nor any other firm, can provide total assurance that the Company will not be questioned by third parties or government authorities. 4

16 Contents Glossary I. Executive Summary II. Information about the appraiser III. Information about the companies IV. Market information overview V. Valuation Methodology VI. Assumptions IX. Valuation Appendix I Curricula vitae Appendix II Balance Sheet Appendix III Discount Rates

17 Contents ACL ACR ANEEL ANP BACEN or BCB BCM BMI BM&F BOVESPA CAGR CAPM CCEAL CCEAR CCEE COFINS CoGS CRP CVM CVU D&A DCF EBIT EBITDA EBT EIA EIU EMBI EPE ERP Energy Free Market Energy Regulated Market Brazilian Electricity Regulator Brazilian Petroleum National Agency Central Bank of Brazil Billion Cubic Meters Business Monitor International Commodities and Futures Stock Exchange Brazilian Stock Exchange Compounded Annual Growth Rate Capital Asset Pricing Model Energy Trading Contracts in the Free Market Energy Sales in the regulated market Energy Commercialization Chamber of Commerce Contribution for Social Security Financing (Federal Tax Over Revenues) Cost of Goods Sold Country Risk Premium Securities and Exchange Commission Unitary Variable Cost Depreciation and Amortization Discounted Cash Flow Earning Before Interest and Tax Earnings Before Interest, Tax, Depreciation and Amortization Earning Before Tax Energy Information Administration Economist Intelligence Unit Emerging Market Bond Index Brazilian Energy Research Entity Equity Risk Premium 6

18 Contents E&P GDP GVB GVR GW IBGE IFRS INEA IPCA IRPJ ITS JRP KPMG LNG MBA MMBtu MW MWh M&A NOPAT NPV ONS Opex O&M PE PIS PLD PPA PPP Exploration & Production Gross Domestic Product Gavião Branco Gasfield Gavião Real Gasfield Giga Watt Brazilian institute of Geography and Statistics International Financial Reporting Standards Enviroment State Institute Brazilian Consumer Price Index Brazilian Corporate Income Tax Quarterly Financial Statement Judicial Recovery Plan KPMG Corporate Finance Ltda. Liquified Natural Gas Masters in Business Administration One Million British Thermal Unit Mega Watt Mega Watt Hour Mergers & Aquisitions Net Operating Profit After Tax Net Present Value Brazilian Interconnected Grid Operator Operational Expenses Operation & Maintenance Private Equity Brazilian Social Integration Program Energy Spot Price Power Purchase Agreement Public-Private Partnership 7

19 Contents RGR Eletrobras R&D Fund R$ Brazilian Real R&D Research and Development RF Risk Free SE Shareholders Equity SELIC Brazilian Interest Rate SG&A Sales, General and Administrative Expenses SPE Special Purpose Vehicle SUDENE Superintendency for the Development of the Brazilian Northeastern Region TPP or UTE Thermal Power Plant TCF Trillion Cubic Feet WACC Weighted Average Cost of Capital WC Working Capital BNDESPAR BPMB BTG Cambuhy Eneva JR Eneva Participações JR E.ON PGN OGX Brazilian National Bank of Social and Economic Development Investment Vehicle BPMB Parnaíba S.A. Banco BTG Pactual S.A. Cambuhy Investimentos Eneva S.A. in Judicial Recovery Eneva Participações S.A. - in Judicial Recovery E.ON S.E. Parnaíba Gás Natural S.A. An Oil & Gas Company from the EBX Group 8

20 Contents Glossary I. Executive Summary II. Information about the appraiser III. Information about the companies IV. Market information overview V. Valuation Methodology VI. Assumptions IX. Valuation Appendix I Curricula vitae Appendix II Balance Sheet Appendix III Discount Rates