Corporate Presentation

September, 2015

Disclaimer

The material that follows is a presentation of general background information about ENEVA S.A. and its subsidiaries (collectively, ENEVA or the Company) as of
the date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty, express or implied, is made
concerning, and no reliance should be placed on, the accuracy, fairness, or completeness of this information.
This presentation may contain certain forward-looking statements and information relating to ENEVA that reflect the current views and/or expectations of the
Company and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement
that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like may , plan , believe , anticipate ,
expect, envisages, will likely result, or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and
assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates
and intentions expressed in this presentation. In no event, neither the Company, any of its affiliates, directors, officers, agents or employees nor any of the
placement agents shall be liable before any third party (including investors) for any investment or business decision made or action taken in reliance on the
information and statements contained in this presentation or for any consequential, special or similar damages.
This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities.
Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.
Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients should consult their own advisors
in this regard.
The market and competitive position data, including market forecasts, used throughout this presentation were obtained from internal surveys, market research,
publicly available information and industry publications. Although we have no reason to believe that any of this information or these reports are inaccurate in any
material respect, we have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or
by industry or other publications. ENEVA, the placement agents and the underwriters do not make any representation as to the accuracy of such information.
This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without ENEVAs prior
written consent.

1
ENEVA Overview

Investment Thesis and Introduction

Brazilian power company with a unique portfolio
Fully operational coal and gas-fired fleet with a total capacity of 2.2GW
Operations backed-up by E.ONs leading-edge technical expertise
Only private power generator in Brazil with access to onshore equity gas

Prepared for growth opportunities

Large and diversified greenfield portfolio already licensed to supply future energy demand for Brazil

Recent challenges tackled by clear and effective strategies

Negotiations with HoldCo creditors concluded through Judicial Recovery process: 60% debt reduction and remaining balance reprofiled
Parnaba II start up postponed after balanced negotiation with Regulator, enabling dedicated gas supplier ramp up production
All power plants protected from hourly-based unavailability charges (ADOMP) by force of judicial decisions, recently confirmed by Regulator
HoldCo cost cutting initiatives on track already delivering approx. R$60 million/year in savings
Operations stabilization plan with positive results reducing plants downtime
4

ENEVA at a glance
A Brazilian thermal generator with asset exposure to energy fossil fuels (natural gas and coal)
Company description

Geographic footprint

2.2GW inflation-protected long-term PPAs

Amapari 23MW

Long-term PPAs guarantee R$1.7 billion in annual inflationadjusted capacity payments

Diesel-run in partnership with

Eletronorte to supply mine pit
(Currently under negotiation)

Itaqui 360MW

Coal-fired plant, strategically located in

port area capturing logistics advantages

PPAs provide hedge against commodity price exposure

Integrated gas E&P assets supply ENEVAs power plants
Competitive portfolio of licensed greenfield wind, coal and gas
fired capacity

Current ENEVA ownership structure

Free Float (37.1%)
BNDES

Eike
Batista

28.5%

8.6%

20.0%

Pecm I II 365MW
Coal plant exploring site
synergies with Pecm I (EDP)

Operated by PGN
(Cambuhy PE, ENEVA and
E.ON partnership)
Contracted production
of 8.4MM m3/day

Solar Tau 1MW

1st commercial solar plant in

Brazil

Controlling Block

Other

Natural Gas
Exploratory
blocks

42.9%
50%

Parnaba Complex 1.4GW

4 gas-fired plants inaugurated the gasto-wire concept in Brazil

50%

ENEVA Participaes
ENEVA/E.ON
Joint Venture

2
Judicial Recovery Process

Judicial Recovery process (1)

A fundamental path to tackle shot-term challenges and prepare ENEVA for a new phase
Background and initial situation

Preparing for a new phase

Operational and regulatory problems that affected the cash

of the operating companies controlled by the Company

JR Plan approved by creditor on April, 30 and already homologated by Justice

with the following terms and conditions:

ST
92%

High indebtedness at HoldCo: R$2.4bi

LT
8%

92% of HoldCo debt concentrated in short-term

Financial Stabilization Plan launched May 2014 aiming to:

HoldCo Debt Profile (Dec 2014)

Reduce HoldCo leverage;

Re-profile remaining debt;
Enhance liquidity; and

Also reduce HoldCo expenses

Intense negotiations w/ creditors throughout 2014 in order to implement the

Stabilization Plan. Support from main creditors but not a general consensus

Measures undertook

Mandatory debt haircut of 20%;

Mandatory debt-to-equity conversion of 40%;
Re-profile remaining debt in a single tranche:
o Amount: R$991MM
o Interest: CDI + 2.75% p.a. (Reais) or Libor + 0.0 p.a. (Foreign currency)
o Duration: 13 years
o Grace period: 4 years (Interest) + 8 years (Principal)
o Amortization: Custom, ramping up from 15% to 25% p.a.
Private capital increase with minimum amount of R$2.0bi and maximum amount
of R$3.6bi (debt, asset and cash contribution)

JR Plan approval and capital increase conclusion

will consolidate the financial stabilization of ENEVA

No agreement reached with creditors, driving ENEVA holdings request Judicial

Recovery with the following purposes:

Enable to continue negotiation with lenders

Ring-fence projects operations and continuity

A new shareholding structure

From a shareholder-owned company to a possible corporation
E.ON remains as a relevant shareholder, based on its asset contribution

Sale of ENEVAs interest in Pecm I to EDP for R$300MM: Opportunity to

release Company of future cash calls and build cash cushion for JR process

Judicial Recovery process (2)

JR provides for a legal framework with a step by step sequence of events
JR process timetable

JR Request
approved by
Justice

12/09/14

12/16/14

02/12/15

Creditors
Meeting
2nd call

Adjusted JR
Plan filed in
Court

04/10/15 04/16/15

ESM
Capital
Increase
Approval

JR Plan
approval

04/30/15

Beginning of
the Capital
Increase

05/12/15

08/26/15

Initial
Preemptive
Rights Period

09/03/15

09/09/15

4Q15

Next Steps

JR request

JR Plan filed
in Court

Creditors
Meeting
1st call

JR Plan
ratification by
Court

Postponement
of the maturity
of the debt of
Parnaba II

Subscription of
Unsubscribed
Shares
Capital increase
confirmation
JR conclusion:
Late 2016

JR Plan approval by creditors and ratified by Court in just 87 courthouse work days
8

3
Plants overview

Coal generation portfolio overview

725MW of installed capacity in full operation

Pecm II

Itaqui

Capacity: 360MW

Capacity: 365MW

Fx. Rev.: R$336.7MM/year

Fx. Rev.: R$302.1MM /year

CVU: R$111/MWh

CVU: R$116/MWh

Auction: A-5/2007

Auction: A-5/2008

COD: Feb 2013

COD: Oct 2013

10
Note: (1) Fixed revenues are indexed to inflation index IPCA (Database: Nov 2014)

Parnaba Complex overview

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

Parnaba IV

3 Wrtsil GMs x 18MW

1 GE GT x 168,8MW
+ 1 Wrtsil GM x 7,3MW

Parnaba II

Parnaba I

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

4 GE GTs x 168,8MW

Gas
Treatment
Unit

Parnaba I

Parnaba III

Parnaba II

Parnaba IV

Capacity: 676MW

Capacity: 518MW

Capacity: 178MW

Capacity: 56MW

37% efficiency

51% efficiency

38% efficiency

46% efficiency

Fix. Rev: R$472.6MM/year

Fix. Rev: R$398.3MM/year

Fix. Rev: R$104.9MM/year

Fix. Rev: R$54MM/year

CVU: R$109/MWh

CVU: R$63/MWh

CVU: R$171/MWh

CVU: R$69/MWh

Auction: A-5/2008

Auction: A-3/2011

Auction: A-5/2008

Free market

COD: Apr 2013

Op. in substitution: Dec 2014

COD: Dec 2013

COD: Dec 2013

11
Notes: (1) Bertin project developed by ENEVA; (2) Fixed revenues indexed to inflation index IPCA (Database: Nov 2014)

4
Greenfield Portfolio

ENEVAs greenfield portfolio

Attractive licensed greenfield projects in various development stages

Power
supply-demand
unbalanced

Parnaba
Complex

Hydropower
concentrated
matrix

Spot prices at
historical highs

Demand for baseload generation

Integrated to natural gas resources

Opportunities
for ENEVAs
growth

Solar Tau
1MW

Located in a tax-advantaged region

Ventos Wind
Complex
600MW

Located in one Brazils best wind resource areas

Ventos Wind
Complex

Attractive load factor

Just 30km from grid connection

Land ownership assured

Parnaba
Complex
2,166MW

Au

2,100MW Coal
3,300MW Natural Gas

Au
(Coal + Gas)

Located at a port with a regasification terminal build

license

Seival Mine

150km from Campos Basin natural gas accumulations

License granted
152Mton in proven reserves

Environmental licensed to both coal and gas operations

Sul

Sul & Seival

Integrated to the Seival Mine (proven reserves: 152 Mton)

Low operation costs

727MW

Seival
600MW

13

Parnaba I: Closing of the cycle

Highly competitive expansion to existing site

Highlights

Parnaba Site

Part of Parnaba II Agreement settled with Aneel in Nov 2014

Bottoming of open cycle gas turbines from Parnaiba I power
plant provides extra 360MW
Competitive project as no additional gas needed
Installation Environmental License issued
Plug and Play: 500kV electrical substation and water supply

Bottoming #1

Bottoming #2

already built
Known technology, original design of Parnaiba Generation
Complex done to enable modular expansion, leading to
efficient implementation and operation
o

ENEVA recent experience in Parnaba II combined-cycle plant at

neighboring site

Cost sharing efficiency (O&M, administrative, HSSE, spare

parts etc.) with Parnaba Generation Complex make the project
even more competitive
14
NOTE: (1) To enable expansion additional fuel mainly for PPA/contract harmonization and internal consumption

5
Annex I Financial and Operational Performance

Financial and Operational Performance (1)

Coal-fired portfolio
Pecm II

Itaqui

EBITDA and EBITDA Mg.

EBITDA and EBITDA Mg.

COD: Feb/13

36.1%

COD: Oct/13

35.8%

31.5%

82.9%

55.4
46.3

45.8

45.8

39.5%

38.2

33.5
24.2
-31.3

-5.9

36.1
22.7%

16.1%

20.1

15.2
-28.7

14.7%

9.8%

-20.3%
1Q13

47.2

-6.2%

-95.3
2Q13

-10.7

-6.1

-8.3

1Q13

2Q13

3Q13

-21.6%
3Q13

4Q13

1Q14

2Q14

EBITDA

3Q14

4Q14

1Q15

2Q15

Mg. EBITDA

4Q13

1Q14

84%

74%

77%

3Q14

4Q14

1Q15

2Q15

Mg. EBITDA

Availability
91%

88%

87%

87%

2Q14

EBITDA

Availability

83%

33.4%

54.9

23.9%

112.1

32.8%

92%
99%
80%

63%

100%

99%

96%

89%

74%

73%

93%

77%

54%

1Q13

2Q13

3Q13

4Q13

1Q14

Note: (1) Based on Company and ONS data

2Q14

3Q14

4Q14

1Q15

2Q15

Jul-15

Aug-15

N.A.

N.A.

N.A.

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

3Q14

4Q14

1Q15

2Q15

Jul-15

Aug-15

16

Financial and Operational Performance (2)

Gas-fired portfolio
Parnaba I
EBITDA and EBITDA Mg.
COD: Apr/13

EBITDA and EBITDA Mg.

COD: Oct/13

74.6%

65.6

28.2

32.0

44.8

50.3

54.4

48.2

20.3

-30.9

-20.0

EBITDA and EBITDA Mg.

22.7%
32.0

58.8

Parnaba IV

Parnaba III

18.8%

18.7%

14.4

-3.9

12.7
-8.4

15.2

21.1%
10.4

-8.8

Not applicable due to energy trading structure

(Parnaba IV asset; and Parnaba
Comercializadora energy trading)

-5.9

16.7%
1Q13

2Q13

3Q13

28.5%

28.1%

27.7%

4Q13

1Q14

-14.8%-15.9%

21.8%

20.3%
9.6%
2Q14

EBITDA

3Q14

4Q14

1Q15

2Q15

1Q13

2Q13

3Q13

4Q13

1Q14

2Q14

EBITDA

Mg. EBITDA

Availability

3Q14

1Q15

2Q15

Mg. EBITDA

Availability
100%100%

99% 98%
96% 95% 97% 98%
94%
86%

4Q14

81%

99%

96%

91%

87%

Availability
99%

80% 82%

79%

Note: (1) Based on Company and ONS data

98%
88%

78%
69%

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

94%

91% 91%

89%

63%

68%

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

17

Thank
you.
Thank
you.
www.eneva.com.br
www.eneva.com.br