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 MEETING OF THE BOARD OF DIRECTORS HELD ON FEBRUARY 6th, 2014 1. DATE, TIME AND PLACE: On February 6th, 2014, at 10 a.m., at the head

office of ENEVA S.A., located in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia do Flamengo 66, 9th floor, Zip Code 22.210-903. 2. CALL AND ATTENDANCE: The Meeting was called pursuant to the bylaws of

ENEVA S.A. (Company) and applicable law and attended by the following members of the Companys Board of Directors: Luiz do Amaral de Frana Pereira, Adriano Carvalhdo Castello Branco Gonalves, Jrgen Kildahl, Eliezer Batista da Silva, Stein Dale, Keith Plowman, Luiz Fernando Vendramini Fleury, Ronnie Vaz Moreira and Ricardo Luiz de Souza Ramos. 3. CHAIR: After the presence of the Members of the Companys Board of

Directors was verified, Mr. Jrgen Kildahl acted as Chairman and designated Mr. Rodrigo Beraldo to carry out the duties of secretary. 4. AGENDA: Deliberate on (i) the granting, by the Company, of fiduciary sale of

all shares issued by Parnaba Gs Natural S.A. (PGN) owned by the Company in the context of the public issuance of non-convertible debentures of the second issue of PGN for the refinance of PGNs project debt; (ii) the execution of the corresponding fiduciary sale of shares agreement of PGN; and (iii) the Hedge Agreement entered into with Banco Morgan Stanley S.A. (Morgan Stanley). 5. RESOLUTIONS: The members of the Board of Directors resolved to,

unanimously and without restrictions: (i) approve the granting, by the Company, of fiduciary sale/pledge of all shares issued by Parnaba Gs Natural S.A. (PGN) which are or will be, for any reason, owned by the Company, and related rights, in the context of the public issuance of non-convertible debentures of the second issue of PGN, in the total amount of R$745,000,000.00 for the refinance of PGNs project debt; (ii) approve the execution of the corresponding fiduciary sale/pledge of shares agreement of PGN; and

(iii)

acknowledge the Hedge Agreement entered into with Morgan Stanly and approve the reverse and termination of the hedge, all in accordance with the presentations made.

Moreover, the Board approved to authorize the Companys Executive Officers to grant irrevocable powers and sign any other contract or instrument related to the abovementioned matters 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 resolutions herein taken, 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 11:00 a.m., as there was nothing further to

be discussed, the meeting was closed 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 February 6th, 2014, at 10:00 a.m., duly registered on the corporate books and signed by the members of the Board of Directors. Rio de Janeiro, February 6th, 2014.

_________________________ Rodrigo Beraldo Secretary