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 19th, 2013 1. DATE, TIME AND PLACE: On December 19th, 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 board members indicated in the end of this minutes. 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 entering into a short term loan agreement by UTE

Parnaba II Gerao de Energia S.A. (Parnaba II) with Banco Nacional de Desenvolvimento Econmico e Social BNDES (BNDES) (the BNDES Loan Agreement); (ii) the entering into a bank guarantee, by Parnaba II and by the Company, related to the short term loan agreement to be entered into by Parnaba II with BNDES, to be issued by HSBC Brasil Bank S.A. (HSBC) according to the terms of a Bank Guarantee Agreement to be entered into by Parnaba II and by the Company; (iii) the entering into amendments to Parnaba IIs Credit Agreements issued in favor of Caixa Econmica Federal (CCB Caixa) and in favor of Banco Ita BBA S.A. (CCB Ita); (iv) the entering into a short term loan agreement between Parnaba II and Banco Ita BBA S.A. (the Ita Loan Agreement ), and (v) authorize the Companys Executive Officers to grant irrevocable powers an d sign any other contract or instrument related to the operations, including amendments, 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.

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 entering into the BNDES Loan Agreement by Parnaba II in the

amount of approximately R$280.700.000,00, according to the Decision of the BNDES Board of Officers nr. 1332 held on December 10 th, 2013; (ii) authorize Parnaba II and the Company to enter into a Bank Guarantee,

Agreement in the amount of approximately R$280.700.000,00, and approve the granting of a guarantee by Parnaba II and by the Company under this agreement;

(iii)

the entering into amendments to the CCB Caixa and the CCB Ita by

Parnaba II, which are guaranteed by the Company and Parnaba II, for the extension of deadlines and adjustment of certain terms and conditions; (iv) the entering into the Ita Loan Agreement by Parnaba II in the amount

of approximately R$100.000.000,00, and approve the granting of the same guarantees described in item III above by Parnaba II and by the Company;

(v)

to authorize the Companys Executive Officers to grant irrevocable

powers and sign any other contract or instrument related to the operations, including amendments 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 19th, 2013, at 3:00pm, duly registered on the corporate books and signed by the members of the Board of Directors.

Rio de Janeiro, December 19th, 2013. ______________________ Alexandre Americano Holanda e Silva Secretary 2