ENEVA S.A.

in Judicial Recovery
CNPJ/MF: 04.423.567/0001-21
NIRE: 33.3.0028402-8
Publicly Held Company
Minutes of the Meeting of the Board of Directors
held on June 30th, 2015
I.
DATE, TIME AND LOCAL: On June 30th, 2015, at 10:00 a.m, in the headquarters of ENEVA S.A.
In Judicial Recovery (Company), at Praia do Flamengo, No. 66, 7th floor, in the City of Rio de
Janeiro, State of Rio de Janeiro.
II.
CALL AND ATTENDANCE: Meeting called in accordance with the By-Laws of the Company and
the applicable legislation, with the attendance of the following members of the Board of Directors of
the Company: Fabio Bicudo, Jrgen Kildahl (represented by the director Keith Plowman), Adriano
Castello Branco Gonalves, Keith Plowman and Marcos Grodetzky. The officers Alexandre Americano
and Ricardo Levy and Mr. Rodrigo Beraldo were also invited to attend the meeting.
III.
BOARD: Once verified the attendance of the totality of the members of the Board of
Directors of the Company, Mr. Fabio Bicudo held the office of Chairman of the meeting and invited
Mr. Rodrigo Beraldo to serve as Secretary.
IV.
AGENDA: Resolve on the maintenance or not of the Extraordinary Shareholders Meeting of
the Company convened for July 2nd, 2015 (Meeting) to resolve on the implementation of the
Capital Increase as provided and defined in the Judicial Reorganization Plan of the Company, ratified
(homologado) on May 12th, 2015 by the 4th Corporate Court of the Judicial District of the city of Rio
de Janeiro (Plan), considering the impossibility to fully fulfill the Conditions Precedent as provided
in the Plan until the date hereof.
V.
RESOLUTION: Once convened, firstly the members of the Board of the Directors examined
the content of the Official Letter No. 214/2015/CVM/SEP/GEA-3 from the Brazilian Securities
Commission (CVM), dated as of June 29th, 2015, and received by the Company yesterday and
informed to the shareholders on the date hereof, by a Notice to the Market, without there being any
obstacle for the regular processing of the Meeting. Thereafter, the members of the Board of
Directors started discussing the matter of the agenda, in accordance with the provisions of the ByLaws of the Company, being that the terms initialized in capital letters are defined in the Plan or the
Management Proposal for the Meeting.
5.1
With the word given to the Board of Officers of the Company, it was made a brief
contextualization about the circumstances related to the Conditions Precedent at the time of the call
notice of the Meeting, being recorded that there was an expectation that only CADEs approval
would be missing in the scenario right after the Meeting was held. It was provided in the call notice
that the Notice to Shareholders related to the Capital Increase would only be published once verified
the fulfillment of the totality of the Conditions Precedent or its waiver by the Creditors, as the case
may be.

5.2
However, until the present date, the totality of the Conditions Precedent was not satisfied or
waived for the implementation of the Capital Increase of the Company, as provided in the Plan of the
Company and its subsidiary ENEVA Participaes S.A. In Judicial Recovery, including the
postponement for a two years term of the maturity of the debts related to the bridge loan of
Parnaba II Gerao de Energia S.A. (Parnaba II). Notwithstanding, the Company remains in contact
with the financial creditors of Parnaba II, as disclosed in the Material Fact dated as of June 16th,
2015.
5.3
In order to allow the shareholders of the Company to take a duly informed and motivated
decision about the matter object of the agenda of the Meeting, the Board of Directors of the
Company proposes the cancellation of the Meeting until it is possible to envisage with more
predictability the moment in which the Conditions Precedents provided for the implementation of
the Capital Increase and the Plan will be fulfilled or waived
5.4
The cancellation will allow the Company to continue to interact with the financial creditors of
Parnaba II and it will give more security to the effective implementation of the Capital Increase as
soon as the fulfillment or waiver of the Conditions Precedent is verified, being important to state that
the Company has until the fourth quarter of the present year to implement the Plan.
5.5
A new extraordinary shareholders meeting will be timely convened to resolve on the Capital
Increase and other matters related to the fulfillment of the Plan as soon as possible and advisable.
5.6
In light of the foregoing, the Board of Directors, unanimously, approved the cancellation of
the Extraordinary Shareholders Meeting convened for July 2nd, 2015, and authorized the Board of
Officers of the Company to take all necessary and convenient actions for the disclosure and effective
cancellation of the Meeting.
VI.
CLOSING AND DRAWING-UP OF THE MINUTES: At 11:15 a.m, there being no further matter
to be discussed, the meeting was closed after drafting of these minutes, which were read, approved
and duly signed by the presents. Signatures of the Board: Fabio Bicudo, as Chairman, and Rodrigo
Beraldo, as Secretary.
This is a free translation of the the Board of Directors Meeting minutes of Eneva S.A. In Judicial Recovery, held
th

on June 30 , 2015, at 10:00 a.m, drawn up in the Companys records and signed by the members of the Board
of Directors of the Company.

Rio de Janeiro, June 30th, 2015.

____________________________________________
Rodrigo Beraldo
Secretary