eneva corporate presentation

April, 2014

Investment Thesis

1

Investment Thesis

One of the largest private sector power generators in Brazil

ENEVA currently operates 2.4GW in coal and gas-fired power plants (2.9 GW until the end of year)

Integrated energy platform, with privileged access to natural resources

Only private power generator in Brazil with access to onshore gas

Short-term value triggers

- Reorganization of the companys structure and continuous TPPs operation stabilization

- Stronger role of E.ON, bringing technical expertise and cost discipline to ENEVA

Competitive greenfield portfolio

Licensed coal, gas and wind power generation projects

3

A Brazilian thermal generator with asset exposure to energy fossil fuels (natural gas and coal)

ENEVA at a Glance

2.9GW inflation-protected, long-term PPAs

o 2.4GW in operation

o 517MW under construction

Long-term PPAs guarantee R$2.2 billion in annual inflation-adjusted

capacity payments

PPAs provide hedge against commodity price exposure

Integrated gas E&P assets supply up to 8.4MM m/day to ENEVAs power

plants

Competitive portfolio of licensed greenfield wind, coal and gas fired

capacity

Company Description

4

ENEVA ownership structure

Geographic Footprint

Parnaba I ENEVA 70% / Petra 30% Natural Gas - 676MW

Amapari Energia ENEVA 51% / Eletronorte 49% Diesel - 23MW

Itaqui ENEVA 100% Coal - 360MW

Natural Gas Exploratory

blocks Contracted production

of 8.4MM m3/day

Pecm I ENEVA 50% / EDP 50% Coal - 720MW

Pecm II ENEVA 100% Coal - 365MW

Parnaba II ENEVA 100% Natural Gas - 517MW

Parnaba III ENEVA 70% / Petra 30%

Natural Gas - 176MW

Parnaba IV ENEVA 70% / Petra 30% Natural Gas - 56MW

Free Float (38.2%)

37.9% 23.9%

Other

MPX / E.ON Partipaes Joint Venture

50%

50%

BNDES

10.3%

Eike Batista

Controlling Block

27.9%

Solar Tau ENEVA 100% Solar - 1MW

Note: 1) Ownership structure assumes future MPX / E.ON Participaes JV incorporation, as disclosed on the Material Fact Notice as of July 3, 2013

Company Overview

2

6

Creation of MPX (2007)

1,080MW in the A-5 (2007)

IPO (USD1.1BN)

365MW in the A-5 (2008)

Parnaba Basin onshore exploratory blocks (2009)

Successful closing of E.ON partnership

Acquisition of greenfield projects

Beginning of commercial operations at Pecm I

Waivers received from the Regulatory Agency

Operational capacity reaches 2.4GW

E.ON stake increase to 36%, joining controlling block

Name changed to ENEVA

Signing of E.ON / Cambuhy recapitalization of Parnaba Gs Natural to secure gas delivery

Asset stabilization plan developed with very good imminent results

ICB Online criteria from the Regulatory Agency achieved

Asset stabilization ongoing, further improvements on availability in Jan, 2014

Successful injunction halting ADOMP in Jan, 2014

Recapitalization efforts

Balance Sheet strengthening

Further cost reduction measures

Successful start of drilling campaign in Parnaba (2010)

Parnaba II 517MW contracted in A-3 auction

Power supply contracts for Parnaba I secured (676MW), start of Parnaba complex development

2 fields in Parnaba declared commercial

Gavio Real and Gavio Azul with estimated production of up to 6MM m3/day

Unique Development Track, overcoming its Short Term Challenges

Key Milestones, Challenges & Outlook

2007 - 2009 2010 - 2011 2012

2013

2014

2.4GW of coal and gas-fired power plants in operation

Operational Assets (1)

7

Pecm I

Energy Source: Coal

ENEVA Stake: 50%

Installed Capacity: 720MW

Sold Energy: 615MW

Fixed Revenue: R$600.3MM p.a.

Start-up: May, 13

Energy Source: Coal

ENEVA Stake: 100%


Sold Energy: 315MW


Start-up: Feb, 13

Itaqui

Note: 1) Fixed revenues are indexed to inflation index IPCA (Database: Nov, 2013)

Energy Source: Coal

ENEVA Stake: 100%


Sold Energy: 276MW


Start-up: Oct, 13

Pecm II

8

Parnaba I (OCGT)

Energy Source: Natural Gas

ENEVA Stake: 70%


Sold Energy: 450MW


Start-up: Apr, 13


ENEVA Stake: 70%


Sold Energy: 98MW


Start-up: Oct, 13

Parnaba III (OCGT)


ENEVA Stake: 70%


Sold Energy: 46MW (Free Market)


Start-up: Dec, 13

Parnaba IV

2.4GW of coal and gas-fired power plants in operation

Operational Assets (2)

Notes: 1) Fixed revenues are indexed to inflation index IPCA (Database: Nov, 2013); 2) 169MW already in operation

9


ENEVA Stake: 100%


Sold Energy: 450MW


Start-up: 2H14

Parnaba II (CCGT)

Note: 1) Fixed revenues are indexed to inflation index IPCA (Database: Nov, 2013)

Additional 517 MW under construction

Power Plant with COD in 2014

Outstanding management capabilities

Financial strength and discipline

Sector know-how: E.ON E&P looks at a volume delivery of +170k

barrels/day and +60 licenses in GB and Norway

Tried and tested Parnaba experience, know-how of Parnaba Complex

rooted within PGN

Strong Shareholders

All Parnaba gas-fired power plants are supplied by Parnaba Gs Natural,

owner and operator of 8 onshore exploration blocks

ENEVA has a direct interest in PGN as key supplier of its TPPs

Declaration of commerciality with Development Plan for 3 gas fields:

Gavio Real, Gavio Branco and Gavio Azul

Gas supply agreements secured for 8.4MM m/day

R$250 million capital injection concluded in Feb, 2014

Highlights

10

Integrated Natural Gas E&P

Strong competitive position in gas-fired generation

Parnaba Gs Natural

18.2% 9.1% 72.7%

Geographic Footprint

Note: (1) Ownership structure after execution of the sale and purchase agreement between OGP and Cambuhy, subject to approval by OGPs creditors, under its judicial recovery procedure, and authorization by ANP

37 wells drilled, of which 26 have gas indications

o 18 wells with discoveries

o 8 wells with gas indications

Declaration of commerciality with Development Plan for 3 gas fields:

o Gavio Real

o Gavio Azul

o Gavio Branco

Gavio Real field is producing since Jan, 2013:

o 16 producing wells out of 5 clusters

o Daily Production: 6.6MM m/day of natural gas

o Connected to a 6.6MM m/day GTU Gas Treatment Unit (as of

today)

o All gas dedicated to ENEVAs Parnaba TPPs

Exploration Campaign

11

Integrated Natural Gas E&P

2014 / 2015:

o Connection of 3 additional production wells and GTU expansion to

8.4MMm/day

o Gavio Branco production development and submission to ANP of

assessment plan for new discoveries (Mar, 2014)

Upcoming Events

Power Plant Parnaba I, Parnaba III

and Parnaba IV Parnaba II

Wells 16 19

Production Ramp-up (MM m/day)

6.6

8.4

Current 2H14

Short-Term Value Triggers

3

13

Operational Performance (Itaqui)

EBITDA (R$MM)

Availability

1st quarter of positive EBITDA since COD, due to increased

availability and reduced operating costs

EBITDA amounted R$24.2MM (EBITDA mg: 16.1%), mostly

attributable to:

o ICB Online reimbursement (R$17.2MM);

o Lower unavailability costs despite higher spot prices, as a result of

improved operational performance

o Reduction in variable cost per MWh (-18.7% QoQ)

Variable Revenue X Variable Cost (R$/MWh)

-95.3

-31.3

-5.9

24.2

1Q13 2Q13 3Q13 4Q13

Sources: ONS, Company estimates

Positive EBITDA driven by increased availability but also one-time events. Variable costs covered

by variable revenues

63%

83% 84% 87%

75%

1Q13 2Q13 3Q13 4Q13 1Q14

261

232

144 159

128 149

112

141

108 103 115

107 106 103 102 102 100 104 108 107 113 116

Jan-13 Feb-13 Mar-13 Apr-13 May-13 Jun-13 Jul-13 Aug-13 Sep-13 Oct-13 Nov-13 Dec-13

Variable Cost Variable Revenue

COD: Feb 5, 2013

14

Operational Performance (Pecm II)

Startup on October 18, 2013

EBITDA amounted R$55.4MM (EBITDA mg: 37.8%) in the 4Q13,

mostly attributable to:

o Injunction granting Fixed Revenues from September until

commercial startup (R$31MM);

o Unavailability costs impacted by higher spot prices (R$22.3MM);

o ICB Online reimbursement (R$6.1MM).

Variable Revenue X Variable Cost (R$/MWh) Availability


Availability in the first 3 months higher than international benchmark. Recurring positive margin

on dispatch

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

85%

96%

1Q13 2Q13 3Q13 4Q13 1Q14

92 99 111

114 118 122

Jan-13...Set-13 Oct-13 Nov-13 Dec-13


EBITDA (R$MM)

-10.7 -6.1 -8.3

55.4

1Q13 2Q13 3Q13 4Q13

COD: Oct 18, 2013

15

Operational Performance (Parnaba I)

EBITDA (R$MM)

Availability


attributable to:

o Higher unavailability costs (R$17.5MM), primarily due to

stoppages to allow Parnaba III and Parnaba IV to be connected

to the grid (R$6MM);

o Variable cost control;

o Stable operations.



-5.9

28.2

58.8

32.0

1Q13 2Q13 3Q13 4Q13

OBS: Dispatch margin captured by Parnaba Gs Natural

Unavailability costs impacted EBITDA, despite plants full capacity and stable operations

96% 91%

96% 96% 99%

1Q13 2Q13 3Q13 4Q13 1Q14

77 74 65

75 80 68 77 78 74 79

90

80 82 94 99 100 96 93 99 95 92

104



COD: Feb 1st, 2013 to

Apr 12, 2013

16

Operational Performance (Pecm I)

EBITDA (R$MM)

Availability

NOTE: 1) Figures consider 100% of Pecm I.


attributable to:

o Lower Variable Revenue due to outage of Turbine #1 throughout

4Q13;

o Higher Unavailability Costs (R$83.9MM), despite accounting in

December in accordance with 60-month rolling average

unavailability (R$3.2MM);

o ICB Online reimbursement (R$107.8MM);

o Higher Fuel Costs (Coal: R$56.6MM; Diesel: R$12.3MM), inflated

due to shutting down and restarting processes from stoppages

o Lower variable cost (-7.0% QoQ)


-143.4

-63.8

40.1 61.7

1Q13 2Q13 3Q13 4Q13

EBITDA benefited by one-time items, despite outage of Turbine #1 in December


70%

39%

64%

47%

70%

1Q13 2Q13 3Q13 4Q13 1Q14

151 127 118

318

154

117 139 138

109 119

107

134

111 105 104 100 99 99 97 102 105 106 110 114



In 4Q13 and Jan, 14, Turbine #1 was 2,327 hours unavailable

primarily due to shaft maintenance and hydrogen seal replacement

COD: Dec 1st, 2012 May 10, 2013

17

Operational Performance (Parnaba III)

NOTE: 1) Figures consider 100% of Parnaba III

Availability

Start of commercial operations on October 22, 2013

EBITDA amounted R$1.1MM, impacted by R$37.9MM of net energy

acquisition costs incurred to meet contractual obligations



OBS: Dispatch margin captured by Parnaba Gs Natural

High availability since COD

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

100% 94%

1Q13 2Q13 3Q13 4Q13 1Q14

75 71

161 161

Jan-13...Out-13 Nov-13 Dec-13


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

1.1

1Q13 2Q13 3Q13 4Q13

EBITDA (R$MM)

COD: Oct 22, 2013

5,195

5,933 357

278

3Q13 4Q13

Net Debt Cash and Cash Equivalents

5,551

6,211

18

Refinancing of Holding Debt Successful short-term debt refinance and additional credit lines secured

Consolidated Debt (R$MM)

Total Gross Debt R$6,211MM

Consolidated Gross Debt Profile (R$MM)

R$845.9MM out of the total debt balance of short-term debt is

allocated in the projects, as follows:

o R$280.4MM: Current portion of the long-term debts of Itaqui,

Pecm II and Parnaba I;

o R$85.3MM: Bridge loans to Parnaba I, maturing in December,

2014 and April, 2015. The outstanding balance will be paid-off in

installments, which started in October, 2013;

o R$480.3MM: Bridge loans to Parnaba II, which should be paid-

off with the disbursement of the long-term financing packages.

+14.2% (net debt)

Gross Short-Term Debt R$2,408MM

2,408 39%

3,802 61%

Short Term Long Term

1,562 65%

846 35%

Hold Co. Project Related

Consolidated Short-Term Debt (R$MM)

Regulatory Update Positive outcomes in 4Q13 and early 2014

ADOMP Downtime/Unavailability Charges

Pecm I and Itaqui filed in Jan, 2014 a lawsuit against Aneel questioning hourly-based unavailability charges;

On Jan 24, 2014, a Federal Court granted an injunction halting unavailability charges as measured, establishing the methodology provided

for in PPAs (60-month rolling average);

The lawsuit also claims the reimbursement of amounts paid since PPAs beginning;

Request for revision for ADOMP methodology presented to Aneel last week

ICB Online Pass-through criteria for power purchase in case of startup delay

Aneel approved a revised reimbursement criteria for energy acquisition costs;

New criteria establishes that reimbursement be based on the current ("online") cost of the plant to the system (ICB Online), in case it was

operating commercially;

The decision was retroactive to the PPA start dates.

Pecm II Fixed Revenue Reimbursement

Pecm II filed a lawsuit claiming for fixed revenues of Jul, 2013 and Aug, 2013 (R$48MM). Decision pending;

Already received R$31MM from Sept, 2013 up to plants COD (Oct 18, 2013), as granted by an injunction

19

20

Cost Reduction Program

ENEVA developed a Medium Term Plan 2014-2016 aimed at achieving significant cost reduction at

holding and project level through:

Leaner organizational structure

Headcount reduction

Decrease in third-party services

Reduction of fixed costs at project level

Brazilian Power Market and Greenfield Portfolio

4

Southeast Reservoirs

~70% of total storage capacity

Source: ANEEL

Brazils Generation Capacity: 131 GW

Breakdown by source 2012

68.7%

9.9%

2.2%

1.6%

1.6%

16.0%

Hydro Gas Coal Nuclear Wind Others

Brazil is highly dependent on hydro generation with increasingly faster depletion of reservoirs

Brazilian Energy Matrix

22

Dry Season

67% 56%

76%

29%

38%

46%

54%

62% 63% 64% 61%

55%

49% 45%

42% 43%

0%

10%

20%

30%

40%

50%

60%

70%

80%

90%

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

Average 2007-2011 2012 2013

Source: ONS

Autonomy = Storage Capacity / (Load Thermal Generation)

Economic growth will boost power demand

leading to a supply deficit in 2016

Water storage capacity has stagnated,

leading to decreased system autonomy

65

86

65

78

60

65

70

75

80

85

90

2013 2014 2015 2016 2017 2018 2019 2020

GW

avg

ENERGY DEMAND

PHYSICAL GUARANTEE

(with signed PPAs)

2016-on: New generation required ~8 GWavg required until 2020

23

Electric System Reliability

New thermal plants are necessary to guarantee reliable power supply

0

5

10

15

20

25

30

1970

1972

1974

1976

1978

1980

1982

1984

1986

1988

1990

1992

1994

1996

1998

2000

2002

2004

2006

2008

2010

2012

Reservo

irs A

uto

no

my (

Mo

nth

s)

2013

Current reservoir autonomy ~6 months

Parnaba Complex

Integrated to natural gas resources

Located in a tax-advantaged region

Ventos Wind Complex

Located in one Brazils best wind resource areas

Attractive load factor

Just 30km from grid connection

Land ownership assured

Au (Coal + Gas)

Located at a port with a regasification terminal build license

150km from Campos Basin natural gas accumulations

Environmental licensed to both coal and gas operations

Sul & Seival Integrated to the Seival Mine (proven reserves: 152 M ton)

Low operation costs

Power

supply-demand

unbalanced

Hydropower

concentrated

matrix

Spot prices at

historical highs

Demand for base-

load generation

Opportunities

for ENEVAs

growth 2 3 4 5 1

Sul 727 MW

Parnaba Complex 2,166 MW

Seival 600 MW

Au 2,100 MW Coal 3,300 MW Natural Gas

Solar Tau 1 MW

Ventos Wind Complex 600 MW

Seival Mine License granted 152 M ton in proven reserves

ENEVAs Greenfield Portfolio

24

Attractive licensed greenfield projects in various development stages

Appendix | Images

5

Pecm I & II

26

Itaqui

27

Parnaba Complex

28

Natural Gas: Parnaba E&P

29

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.

Thank you. www.eneva.com.br

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