Free Translation

ENEVA S.A. in judicial recovery

CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21
NIRE (Company Registration Number): 33.3.0028402-8
Publicly Held Corporation
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON SEPTEMBER 01st, 2015
1.

DATE, TIME AND PLACE: On September 01st, 2015, at 16:00h, at the head office of
ENEVA S.A. in judicial recovery (the Company), located at Praia do Flamengo 66, 6th
floor, in the City and State of Rio de Janeiro.

2.

CALL AND ATTENDANCE: The meeting was called pursuant to the bylaws of the
Company and applicable law and attended, via conference call, by the members of the
Companys Board of Directors indicated at the final part of these minutes.

3.

CHAIR: After the presence of the members of the Companys Board of Directors was
verified, Mr. Fabio Hironaka Bicudo acted as Chairman and designated Mr. Mrcio de
Souza Delgado to carry out the duties of Secretary.

4.

AGENDA: To resolve on (i) issuance of a short-term financing (Cdula de Crdito

Bancrio) No 0454-08967-17, by Parnaba II Gerao de Energia S.A. (Parnaba II) with
HSBC Brasil Bank S.A. Banco Mltiplo (HSBC), being the Company as guarantor
(avalista), in the approximate amount of R$ 334,116,254.00 (three hundred thirty four
million, one hundred sixteen thousand, two hundred fifty four Brazilian Reais) (CCB
HSBC), to formalize the postponement of the payment of the amount due in view of
the Guarantee Agreement (Contrato de Prestao de Fiana) (BNDES) No 04540516533/001, executed on December 20, 2013 between HSBC, Parnaba II, having the
Company as joint and several obligor; (ii) the execution, by the Company, of the Fiduciary
Assignment of CDB Credits (Instrumento Particular de Cesso Fiduciria em Garantia de
Direitos Creditrios de CDB), in favor of HSBC (Fiduciary Assignment of CDB Credits
and, jointly with CCB HSBC, the Operation Documents); (iii) approval on the guarantee
(aval) by the Company, on the CCB HSBC, to guarantee the fulfilment of Parnaba II
obligations; (iv) execution by Parnaba II, in favor of Caixa Econmica Federal ("CAIXA")
and of Ita Unibanco S.A. ("Ita"), in order to guarantee the fulfilment of Parnaba II
obligations on the short-term financing (Cdula de Crdito Bancrio)
N 19.3073.767.0000002-44, issued on May 07, 2012, as amended from time to time
("CCB CAIXA") and short-term financing (Cdulas de Crdito Bancrio)
No 100112030018300 and 100113120017700, issued on March 29, 2012 and December
26, 2013, respectively, in favor of Ita ("CCBs Ita"), of the following (a) Machinery and
Equipment Pledge Agreement (Contrato de Alienao Fiduciria de Mquinas e
Equipamentos da Parnaba II); and (b) Fiduciary Assignment of Credits from the PPAs
and from the Lease Agreement (Instrumento Particular de Cesso Fiduciria de Direitos

Free Translation
Creditrios dos Contratos de Comercializao de Energia no Ambiente Regulado (CCEAR)
e do Contrato de Arrendamento); (v) to ratify the execution of the amendments to the
following guarantees already presented by Parnaba II as per the CCB CAIXA, CCB HSBC
and CCBs Itu (a) Fiduciary Pledge of Shares (Contrato de Alienao Fiduciria em
Garantia de Aes); and (b) Fiduciary Pledge and Conditional Assignment in Guarantee
of Supply Agreement (Instrumento Particular de Cesso Fiduciria e Cesso Condicional
em Garantia de Contratos de Fornecimento e Outras Avenas), as already approved on
the meeting of the Board of Directors held on December 19, 2013; (vi) to ratify the
guarantee (aval) presented by the Company to guarantee the Parnaiba II obligations on
the CCB Caixa and CCBs Ita, as already approved on the meeting of the Board of
Directors held on March 21, 2012; (vii) to authorize the management of the Company
to grant powers to and sign any other contract or instrument related to such financing
operations, including amendments, and take all necessary measures, as well as to
authorize the management of the Company to undertake all necessary obligations to
execution of the agreement, including the signing of documents and necessary
representations, negotiating and defining the respective terms and conditions.
5.

RESOLUTIONS: After the discussion of the Agenda, the members of the Board of
Directors resolved to unanimously approve:
(i) the issuance of CCB HSBC by Parnaiba II in favor of HSBC, for the purpose referred to
in the Agenda of this meeting minutes, as well as the execution of eventual future
amendments to complete or adjust the referred contract, as it may be necessary or
requested to implement or make it effective;
(ii) the execution, by the Company, of the Fiduciary Assignment of CDB Credits, in order
to constitute a fiduciary pledge of bank deposit certificate (certificado de depsito
bancrio - CDBs) in favor of HSBC, in the amount of R$33,411,625.40 (thirty three
million, four hundred and eleven thousand, six hundred twenty five Brazilian Reais and
forty cents) and the direct possession by HSBC of the respective bank deposit certificate,
as well as the execution of eventual future amendments to complete or adjust the
referred contract, as it may be necessary or requested to implement or make it effective;
(iii) the guarantee (aval) by the Company on the CCB HSBC, as well as the execution of
eventual future amendments to complete or adjust the referred contract, as it may be
necessary or requested to implement or make it effective;
(iv) the execution by Parnaba II, in favor of Caixa and of Ita, in order to guarantee the
fulfilment of Parnaba II obligations on the CCB CAIXA and CCBs Ita, of the following
(a) Machinery and Equipment Pledge Agreement (Contrato de Alienao Fiduciria de
Mquinas e Equipamentos da Parnaba II); and (b) Fiduciary Assignment of Credits from
the PPAs and from the Lease Agreement (Instrumento Particular de Cesso Fiduciria de

Free Translation
Direitos Creditrios dos Contratos de Comercializao de Energia no Ambiente Regulado
(CCEAR) e do Contrato de Arrendamento);
(v) to ratify the execution of the amendments to the following guarantees already
presented by Parnaba II as per the CCB CAIXA, CCB HSBC and CCBs Itu (a) Fiduciary
Pledge of Shares (Contrato de Alienao Fiduciria em Garantia de Aes); and
(b) Fiduciary Pledge and Conditional Assignment in Guarantee of Supply Agreement
(Instrumento Particular de Cesso Fiduciria e Cesso Condicional em Garantia de
Contratos de Fornecimento e Outras Avenas), as already approved on the meeting of
the Board of Directors held on December 19, 2013;
(vi) to ratify the guarantee (aval) presented by the Company to guarantee the Parnaiba
II obligations on the CCB Caixa and CCBs Ita, as already approved on the meeting of the
Board of Directors held on March 21, 2012;
(vii) to authorize the management of the Company to grant powers to and sign any other
contract or instrument related to such financing operations, including amendments, and
take all necessary measures, as well as to authorize the management of the Company
to undertake all necessary obligations to execution of the agreement, including the
signing of documents and necessary representations, negotiating and defining the
respective terms and conditions.
6.

CLOSING AND RECORDING: At 16:30h, as there was nothing else to be discussed, the
meeting was closed and these minutes were recorded, read and signed by all present.

7.

ATTENDEE MEMBERS: Fabio Hironaka Bicudo, Adriano Carvalhdo Castello Branco

Gonalves, Jorgen Kildahl, Marcos Grodetzky and Keith Plowman.
- This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of
ENEVA S.A. in judicial recovery, held on September 01st, 2015 at 16:00h, recorded in the
relevant corporate book and signed by the members of the Board of Directors.
Rio de Janeiro, September 01st, 2015.
_________________________
Mrcio de Souza Delgado
Secretary