ENEVA S.A. 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 DECEMBER 6th, 2013 1. DATE, TIME AND PLACE: On December 6th, 2013, at 3 p.m., at the head office of

ENEVA S.A., located at Praia do Flamengo 66, 9th floor, in the City and State of Rio de Janeiro. 2. CALL AND ATTENDANCE: The Meeting was called pursuant to the bylaws of Eneva

S.A. (Company) and applicable law and attended by conference call by the following members of the Companys Board of Directors: Board Members: Messrs. Jrgen Kildahl, Keith Plowman, Stein Dale, Eliezer Batista da Silva (by proxy Luiz do Amaral de Frana Pereira), Luiz do Amaral de Frana Pereira, Adriano Castello Branco and Ricardo Luiz de Souza Ramos.

3.

CHAIR: After the presence of all of the Members of the Companys Board of Directors

was verified, Mr. Jrgen Kildahl acted as Chairman and designated Mr. Alexandre Americano to carry out the duties of secretary. 4. AGENDA: Approve (i) the roll-over of the full amount of the existing debt of the

Company with HSBC Bank Brasil S.A. Banco Mltiplo (HSBC); (ii) the obtainment of additional credit facilities from HSBC; and (iii) the roll-over of the existing debt of the Company with Banco Citibank S.A. (Citibank). 5. RESOLUTIONS: As no Board member wanted to raise questions, Mr. Jrgen Kildahl

submitted the items of the agenda for voting. The members of the Board of Directors resolved to approve unanimously and without restrictions:

(i)

the roll-over of the full amount of the existing debt of the Company with HSBC issued on March 25, 2013, in accordance with the conditions presented in the meeting;

(ii)

the obtainment of additional facilities from HSBC in the amount of up to R$ 200,000,000.00 (two hundred million Reais), in accordance with the conditions presented in the meeting; and

(iii)

the obtainment of a credit facility with Citibank to roll-over the existing debt with that bank expiring in December 9, 2013, in accordance with the conditions presented in the meeting.

Moreover, the Board approved to authorize the Companys Executive Officers to grant irrevocable powers and sign any other contract or instrument related to the funding and to take all measures, as well as to authorize the Officers of the Company to grant any other guarantee and assume all required obligations for the effectiveness of the execution, including the signature of any necessary document and the provision of statements, negotiating and establishing the respective terms and conditions. 6. CLOSING AND RECORDING: At 4:00 p.m., as there was nothing further to be

discussed, the Meeting was adjourned and these Minutes were recorded, read and signed by all in attendance. This is a true and correct copy of the Minutes of the Board of Directors Meeting of ENEVA S.A., held on December 6th, 2013, at 3:00pm, duly registered on the corporate books and signed by the members of the Board of Directors.

Rio de Janeiro, December 6th, 2013. ______________________ Alexandre Americano Holanda e Silva Secretary