ENEVA S.A.

IN JUDICIAL RECOVERY
CNPJ/MF n 04.423.567/0001-21
NIRE 33.3.0028402-8
Publicly Held Corporation
MINUTES OF BOARD OF DIRECTORS MEETING
HELD ON MAY 7th, 2015
1. DATE, TIME AND PLACE: On May 7th, 2015, at 08:00, at Praia do Flamengo 66, 6th
floor, Zip Code 22.210-903, in the City of Rio de Janeiro, State of Rio de Janeiro.
2. CALL AND ATTENDANCE: The Board of Directors meeting was called pursuant to the
bylaws of ENEVA S.A. In Judicial Recovery (Company or ENEVA) and applicable law
and attended by the following members of the Companys Board of Directors: Jrgen Kildahl,
Keith Plowman, Adriano Castello Branco Gonalves, Fabio Hironaka Bicudo and Marcos
Grodetzky.
3. CHAIR: After the availability of the members of the Companys Board of Directors was
confirmed, Mr. Fabio Hironaka Bicudo, as Chairman, designated Mr. Rodrigo Beraldo to carry
out the duties of secretary.
4. AGENDA: Deliberate on the rectification and restatement of the resolution taken by the
Board of Directors of the Company on January 14 th, 2015, and filed with the Commercial
Registry of the State of Rio de Janeiro (JUCERJA) on February 5th, 2015, under the n
00002726000 (BoD), which approved the issuance of debentures in the amount of
R$120MM under CVM Resolution 476/09.
5. DISCUSSIONS: The members of the Board of Directors resolved to, unanimously and
without restrictions, rectify and restate the resolution (iii) of the BoD, which now can be read
as follows:
5. DISCUSSIONS: The members of the Board of Directors resolved to approva,
unanimously and without restrictions:
()
(iii)

In order to rollover the existing debt of Parnaba III, in the amount of

R$120MM, represented by the 2nd issuance of promissory notes of Parnaba III, which
becomes due on January 26 th, 2015 (2nd Issuance of Promissory Notes), Parnaba
III will issue debentures in the amount of R$120MM under CVM Resolution 476/09,

including, in respect to the Company and companies of its economic group, the same
guarantees and security package granted for the 2 nd Issuance of Promissory Notes
(Debentures Issuance) and, therefore, (a) authorize Parnaba III, as a subsidiary of
the Company, to proceed with the Debentures Issuance to extend the existing
Parnaba III project finance debt, by repaying the 2nd Issuance of Promissory Notes
substituting them by the Debentures Issuance, according to the terms and conditions
of the Debentures Issuance which shall be defined in the shareholders meeting of
Parnaba III; (b) the granting, by the Company, of corporate guarantee jointly and
severally liable with ENEVA Participaes S.A. (JV) and Gemlik RJ Participaes S.A.
(Gemlik and, together with the Company and the JV, Guarantors), under the
Debentures Issuance; (c) authorize the granting, by JV, as subsidiary of the
Company, of corporate guarantee jointly and severally liable with the Company and
Gemlik, under the Debentures Issuance; (d) authorize Parnaba Participaes S.A.
(Parnaba Participaes), as a subsidiary of the Company, to constitute a guarantee
under the Debentures Issuance, in the form of a fiduciary assignment of all the
shares issued by Parnaba III and held by Parnaba Participaes, according to the
fiduciary assignment of shares to be executed between Parnaba Participaes and
the fiduciary agent that shall be chosen by Parnaba III to represent the debenture
holders communion under the Debentures Issuance and Parnaba III; (e) authorize
Parnaba III, as a subsidiary of the Company, to constitute a guarantee under the
Debentures Issuance, in the form of a fiduciary assignment of all credits and rights of
the project, pursuant to and in accordance with what will be stipulated at the
competent fiduciary assignment of rights contract, which shall be executed between
Parnaba III and the fiduciary agent that shall be chosen by Parnaba III to represent
the debenture holders communion in Debentures Issuance and, if it is the case,
depositary bank; and (f) authorize and granting irrevocable powers to the Companys
Executive Officers to sign any other contract or instrument related to the Debentures
Issuance and to related operations, including amendments, and to take all measures
and to perform any act for effectiveness of the resolutions approved herein, as well
as to authorize the Officers of the Company to grant any other guarantee and assume
all other required obligations for the effectiveness of the organization, operation and
execution, including the signature of any necessary document and the provision of
statements, negotiating and establishing the respective terms and conditions, of the
Debentures Issuance.
()

6. CLOSING AND RECORDING: As there was nothing further to be discussed, the meeting
was closed and these minutes were recorded, read and approved by all in attendance.
-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 May 7th, 2015, at 08:00, recorded in the relevant
corporate book and signed by the members of the Board of Directors of the CompanyRio de Janeiro, May 7th, 2015.
______________________
Rodrigo Beraldo
Secretary