Dados Econ?micos Financeiros - Laudo de Avalia?

CORPORATE FINANCE
Eneva S.A. in Judicial Recovery

Economic and Financial Valuation Report of
Eneva Participaes S.A. in Judicial Recovery and
Parnaba Gs Natural S.A.
April 13, 2015

2015 KPMG Corporate Finance Ltda., a Brazilian limited liability company and a member firm of the KPMG network of
independent member firms affiliated with KPMG International Cooperative (KPMG International), a Swiss entity.
All rights reserved. Printed in Brazil.
ABCD
KPMG Corporate Finance Ltda.

Av. Almirante Barroso, 52 4th
20031-000 - Rio de Janeiro, RJ - Brazil
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20001-970 - Rio de Janeiro, RJ Brazil
Phone
Fax
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To the Board of Directors of

Rio de Janeiro - RJ
April 13, 2015
Economic and financial valuation report of: Eneva Participaes S.A. in Judicial Recovery and Parnaba Gs Natural S.A.
Dear Sirs,
Under the terms of our proposal, dated April 9, 2015, for professional services and subsequent understandings, KPMG Corporate Finance Ltda. (KPMG) has
performed the economic and financial valuation of Eneva Participaes S.A. in Judicial Recovery (Eneva Participaes JR) and Parnaba Gs Natural S.A.
(PGN), at the base date of December 31st, 2014.
It is imperative to point out that this version of the valuation report is a free translation from Portuguese to English; therefore, in case of discrepancies between
the report in Portuguese sent on April 13, 2015 and the free translation report, the former shall prevail in all matters.
Yours Sincerely,
Augusto Sales
Partner
Paulo Gulherme Coimbra

Partner
Important Notes
For the benefit of this report, Eneva S.A. in Judicial Recovery (Eneva JR or
Client), Eneva Participaes S.A. in Judicial Recovery (Eneva
Participaes JR) and Parnaba Gs Natural S.A. (PGN), altogether will be
referred to as Companies.
On February 12th, 2015, Eneva and Eneva Participaes filed a Plan for
Judicial Recovery (JRP), in accordance with Article 53 of the Brazilian
Judicial Recovery Law. Within this context, Eneva JR seeks to initiate a
capital increase. Such potential capital increase envisages a change in Eneva
JRs shareholding structure, and, in case the JRP obtains full approval for
execution, such mutations in shareholding structure are planned to be made
through the following contributions: (i) cash; (ii) credit capitalization; (iii) and
asset subscription.
Within such context, E.ON SE (E.ON), through its subsidiary DD BRAZIL

Holdings S..R.L (the main shareholder of Eneva JR and of Eneva
Participaes JR), is interested in subscribing assets in the intended
transaction (item iii of the capital increase in the JRP).
In effect, E.ON is
willing to contribute its 50% stake in Eneva Participaes JR and 9.09% stake
in PGN (Transaction).
The economic and financial valuation of Eneva Participaes JR was based on

(i) Discounted Cash Flows (DCF) for Parnaba III Gerao de Energia S.A.,
Parnaba IV Gerao de Energia S.A. and PGN, and on (ii) Adjusted Book
Value methodology for the other companies presented on page 71, and
performed by KPMG, on the base date of December 31st, 2014.
The Client and E.ON, through its designated professionals, provided

information regarding the Companies and their respective markets, which has
been used for this report. The Companies will be referred to in this report
altogether as Information Providers.
The services rendered by KPMG were based on the following information

provided by Eneva JR:
This report has been elaborated by KPMG, as per Eneva JRs Board of
Directors requisition, as a support for the Transaction. The report, according
to the JRP, will be presented to Eneva JRs Creditor Committee. In case of
approval, the report will be presented to the Extraordinary General
Shareholders meeting.
This report may not be circulated, copied, published or, by any matters,
utilized, nor may it be archived, partly or integrally, without KPMGs previous
consent. As this report will be used in the analysis of a potential capital
increase transaction (Transaction) involving Eneva JR, which is a Brazilian
company listed with the So Paulo Stock Exchange (Bovespa), as well as
subject to the reporting requirements of the Brazilian Stock Exchange
Commission (CVM), the Client may give access to the report to CVM only to
the extent required by law and shall remain fully responsible for any damage
or injury resulting or arising from such access, which may be experienced by
Eneva, KPMG, including representatives of KPMG, or any third party.
BAL ENEVA PARTIC_DEZ_2014.xls, Bdados_dez 2014.xlsx, MPX EON

Consolidado MPX Dez-14 (EQ).xlsx, unaudited financial data related to Eneva
Participaes JR and its subsidiaries as of 31/12/2014, based on cost approach;
20.1.7 ENEVAValuationComplete_v306_KPMG.xlsx, related to downstream
business and Eneva Participaes JRs valuation;
Availability MTP v5_completo.xlsx, Despacho_v6.xlsx, related to the estimated
dispatch projections of the thermal power plants involved in the downstream
business;
Fixed O&M breakdown.xlsx, related to the fixed O&M costs of UTE Parnaba III e
IV;
Hour dispatching Overhaul.xlsx, related to the overhauling costs of UTE Parnaba
III and IV;
APLICE DE RISCOS OPERACIONAIS.msg, related to the insurance costs of
UTE Parnaba III and IV;
mutuos_Dez14.pdf, related to the intercompany loans within Eneva Participaes
JR; and
WK breakdown.xlsx, related to the working capital breakdown for UTE Parnaba III
and IV.
2015 KPMG Corporate Finance Ltda. is a Brazilian limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG
International, a Swiss entity. All rights reserved.
Important Notes
The preparation of this report was based on our reliance, with the express
approval of the Client, on the accuracy, content, veracity, completeness,
sufficiency and integrity of the data provided to or discussed with KPMG. Thus,
KPMG has not inspected any asset, or prepared or obtained an independent
valuation of the Clients assets, liabilities, or its solvency. Therefore, the Client,
including its Management, takes responsibility for all information provided to or
discussed with KPMG.
It is imperative to point out that this version of the valuation report is a free
translation from Portuguese to English; therefore, in case of discrepancies
between the report in Portuguese sent on April 13, 2015 and the free
translation report, the former shall prevail in all matters.
All estimates and projections herein presented have been provided by the
Information Providers; when necessary, such estimates and projections have
been adjusted by KPMG, according to its own judgment on their reasonability,
and are assumed to be underpinned by the Information Providers
managements best evaluation of the Companies and respective markets
best perspectives.
KPMG based its work on the information provided by the Information Providers
and/or other representatives of such Information Providers. Therefore, the
Client, including its Management, takes responsibility for all information
provided to or discussed with KPMG.
Except when otherwise stated, in footnotes or specific references, all data,

historic or market information, estimates, projections and assumptions,
included, considered, used or presented in this report were provided by the
Client to KPMG.
The information herein presented, related to the Companies financial and

accounting conditions, and related to the Companies respective markets, is
based on the available data as at December 31, 2014. Any changes in the
information provided by the Information Providers may impact the results of
this report. KPMG assumes no responsibility for updating, reviewing or
amending this report, as a result of the disclosure of any information
subsequent to December 31, 2014, or any other subsequent event
The shareholder structure and participation percentages of related/controlled

companies presented in this report have been provided to KPMG by the
Information Providers, and have not been subject to KPMGs independent
verification.
EON proposal dispatch 2015.03.18.xlsx capex and opex projection, related to

upstream business;
Overview of E&P assumptions 2015.03.13.pdf summary of E.ONs view on PGN
production modeling;
EON proposal dispatch 2015.03.18.xlsx Other pertinent information;
1. Untitled_23032015_112117.pdf Apresentao ANEEL, PGNs business
presentation;
FS_Eneva_2014_eng.pdf, Enevas Historical financial statement data of
31/12/2014, which is unaudited;
Final Report Pecm II_extract for KPMG.pdf, MPX_FS YE 2012_page 81.pdf, to
support the PPA renewal assumption for UTE Parnaba III and IV; and
PGN profile EON vs BTG 20150318.pptx analysis comparing main assumptions
between EON and BTG regarding the information related to the Gas Reserves under
the Parnaba Basin, Capex projection, Opex projection for PGN and BPMB
KPMG has not verified independently the information provided by the Client,
so, it cannot confirm the precision, accuracy and sufficiency of such
information and, therefore, the Client assumes all responsibility for the
information provided to KPMG.
The services rendered by KPMG were based on the following information

provided by E.ON:
Any changes in the information provided by the Client and E.ON to KPMG may
impact the results of this report. KPMG assumes no responsibility for updating,
reviewing or amending this report, as a result of the disclosure of any
information subsequent to the date of the issuance of this report.
During the course of our work, we carried out analysis procedures whenever
necessary. However, we emphasize that our work did not constitute an audit of
the financial statements or of any other information provided by the Client or
E.ON and should not be interpreted as such. Our work took into consideration
the relevance of each item, therefore, less relevant assets and liabilities were
not analyzed in detail.
Important Notes
We emphasize that the determination of the economic value of possible

contingencies, and other adjustments to the financial statements (if
applicable) were not part of the scope of this report. Thus, with respect to
such items, our work was based on information and analysis made available
by the Client and/or their auditors, lawyers and/or other advisors.
This report has been elaborated according to the economic and market
conditions, among others, available as at the elaboration time period. The
conclusions herein presented, therefore, are subject to exogenous variations
of which KPMG does not have any control.
The sum of the individual values herein presented may diverge from the
sums presented in this report, due to rounding issues.
Although the work on which this report is based was performed

independently by KPMG under technical supervision, the analyses of the
different factors that characterize the valuation report is subjective in nature.
Therefore, when performed by other professionals, such analyses may
express points of view different from those presented by KPMG.
Our valuation was made on the basis of events which can be reasonably
expected, and therefore does not take into account extraordinary and
unforeseeable events (new industry regulations, changes in tax laws, natural
catastrophes, major social and political events, nationalization etc.), which
may cause adverse effects on the Companies.
This report is not to be used as a sole basis for the evaluation of the
Companies, for the report does not contain all necessary information for such
use. Therefore, this report is not to be interpreted as a proposal, solicitation,
suggestion, nor recommendation by KPMG for the Transaction. Any decision
taken by the Companies shareholders shall be assumed integrally by the
same shareholders. KPMG will not take any responsibility as to the
Companies shareholders decisions.
We emphasize that a valuation establishes a theoretical estimate within an
interaction involving a buyer and a seller, where both are intended to close a
deal, with the necessary access to all relevant information, and assuming that
neither parties have the immediate necessity to buy or sell. An effective
negotiation does not necessarily reflect such conditions, and may include
other elements; consequently, the estimated value need not be used in the
effective transaction.
This report does not envisage the satisfaction of any personal nor specific
interests. Thus, results from other evaluations, elaborated by third parties, may
diverge from our results. Notwithstanding, such divergence should not be
regarded as an inherent deficiency of the realized work.
The Companies shareholders have to perform their own analyses regarding

the Transaction, through the consultation of their own financial, tax and legal
advisors, in order to define their own opinion as to the Transaction. This report
is to be read and interpreted with full consciousness of our already mentioned
restrictions. In addition, the reader must be aware of the restrictions and
characteristics of inherent to the Information Providers.
This report is to be solely used within the Transaction context, as herein

described. We cannot guarantee that this report may be used in other contexts.
Furthermore, we emphasize that KPMG will not perform additional services,
and will not adapt this report for other objectives.
The scope of our engagement did not include the detection of fraud in the
Companies operations, processes, records or documents.
Valuations, in general, present significant degrees of subjectivity. Thus, there

are no guarantees that any assumptions, estimates, projections, results, or the
preliminary results presented in the work document will be effectively noted
and/or verified, in their entirety, or partially. Hence, KPMG is not responsible,
and cannot be held responsible for any differences between the valuation
results, and the results noted a posteriori.
The services performed herein may have been based on legal and
administrative rules. In this regard, we note that our legislation is complex and
often the same provision can be interpreted in multiple ways. KPMG always
seeks to be up-to-date on the various interpretative tendencies, in order to
permit a broad assessment of the alternatives and risks involved. Even so,
there may be some interpretations of the law that differ from ours. Under these
circumstances, neither KPMG, nor any other firm, can provide total assurance
that the Company will not be questioned by third parties or government
authorities.
Contents
Glossary
I. Executive Summary
II. Information about the appraiser
13
III. Information about the companies
16
IV. Market information overview
23
V. Valuation Methodology
27
VI. Assumptions
32
IX. Valuation
49
Appendix I Curricula vitae
63
Appendix II Balance Sheet
67
Appendix III Book Value
70
Appendix IV Discount Rates
72
Contents
ACL
Energy Free Market
ACR
Energy Regulated Market
ANEEL
Brazilian Electricity Regulator
ANP
Brazilian Petroleum National Agency
BACEN or BCB
Central Bank of Brazil
BCM
Billion Cubic Meters
BMI
Business Monitor International
BM&F
Commodities and Futures Stock Exchange
BOVESPA
Brazilian Stock Exchange
CAGR
Compounded Annual Growth Rate
CAPM
Capital Asset Pricing Model
CCEAL
Energy Trading Contracts in the Free Market
CCEAR
Energy Sales in the regulated market
CCEE
Energy Commercialization Chamber of Commerce
COFINS
Contribution for Social Security Financing (Federal Tax Over Revenues)
CoGS
Cost of Goods Sold
CRP
Country Risk Premium
CVM
Securities and Exchange Commission
CVU
Unitary Variable Cost
D&A
Depreciation and Amortization
DCF
Discounted Cash Flow
EBIT
Earning Before Interest and Tax
EBITDA
Earnings Before Interest, Tax, Depreciation and Amortization
EBT
Earning Before Tax
EIA
Energy Information Administration
EIU
Economist Intelligence Unit
EMBI
Emerging Market Bond Index
EPE
Brazilian Energy Research Entity
ERP
Equity Risk Premium
Contents
E&P
Exploration & Production
GDP
Gross Domestic Product
GVB
Gavio Branco Gasfield
GVR
Gavio Real Gasfield
GW
Giga Watt
IBGE
Brazilian institute of Geography and Statistics
IFRS
International Financial Reporting Standards
INEA
Enviroment State Institute
IPCA
Brazilian Consumer Price Index
IRPJ
Brazilian Corporate Income Tax
ITS
Quarterly Financial Statement
JRP
Judicial Recovery Plan
KPMG
KPMG Corporate Finance Ltda.
LNG
Liquified Natural Gas
MBA
Masters in Business Administration
MMBtu
One Million British Thermal Unit
MW
Mega Watt
MWh
Mega Watt Hour
M&A
Mergers & Aquisitions
NOPAT
Net Operating Profit After Tax
NPV
Net Present Value
ONS
Brazilian Interconnected Grid Operator
Opex
Operational Expenses
O&M
Operation & Maintenance
PE
Private Equity
PIS
Brazilian Social Integration Program
PLD
Energy Spot Price
PPA
Power Purchase Agreement
PPP
Public-Private Partnership
Contents
RGR
Eletrobras R&D Fund
R$
Brazilian Real
R&D
Research and Development
RF
Risk Free
SE
Shareholders Equity
SELIC
Brazilian Interest Rate
SG&A
Sales, General and Administrative Expenses
SPE
Special Purpose Vehicle
SUDENE
Superintendency for the Development of the Brazilian Northeastern Region
TPP or UTE
Thermal Power Plant
TCF
Trillion Cubic Feet
WACC
Weighted Average Cost of Capital
WC
Working Capital
BNDESPAR
Brazilian National Bank of Social and Economic Development Investment Vehicle
BPMB
BPMB Parnaba S.A.
BTG
Banco BTG Pactual S.A.
Cambuhy
Cambuhy Investimentos
Eneva JR
Eneva Participaes JR
Eneva Participaes S.A. - in Judicial Recovery
E.ON
E.ON S.E.
PGN
Parnaba Gs Natural S.A.
OGX
An Oil & Gas Company from the EBX Group
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
Introduction
Eneva JR is a publicly-listed company and Eneva Participaes JR is a

joint venture owned by Eneva JR (50%) and E.ON (50%).
On February 12th, 2015, Eneva and Eneva Participaes filed a Plan for
Judicial Recovery (JRP), in accordance with Article 53 of the Brazilian
Judicial Recovery Law. Within this context, Eneva JR seeks to initiate a
capital increase transaction. Such transaction envisages a change in
Eneva JRs shareholder structure, and, should the JRP obtain full approval
for execution, such mutations in shareholder structure are planned to be
made through the following contributions: (i) cash; (ii) credits capitalization;
(iii) and assets subscription.
Given the above mentioned context and background, the objective of our
work, in accordance with the Clients request was to perform a valuation of
PGN and Eneva Participaes, in order to underpin the possible asset
subscription.
Basis of information
The main basis of information used from Eneva RJ is listed below:
BAL ENEVA PARTIC_DEZ_2014.xls, Bdados_dez 2014.xlsx, MPX EON

Consolidado MPX Dez-14 (EQ).xlsx, unaudited financial data related to Eneva
Participaes JR and its subsidiaries as of 31/12/2014, based on cost approach;
20.1.7 ENEVAValuationComplete_v306_KPMG.xlsx, related to downstream
business and Eneva Participaes JRs valuation;
Availability MTP v5_completo.xlsx, Despacho_v6.xlsx, related to the
estimated dispatch projections of the thermal power plants involved in the
downstream business;
The main basis of information used from E.ON is listed below:
Within such context, E.ON, as main shareholder of Eneva JR and Eneva

Participaes JR, is interested in subscribing assets in the intended
transaction (item iii of the capital increase in the JRP). In effect, E.ON is
willing to contribute with its 50% stake in Eneva Participaes
(downstream) and a 9.09% stake PGN (upstream).
Fixed O&M breakdown.xlsx, related to the fixed O&M costs of UTE

Parnaba III e IV;
Hour dispatching Overhaul.xlsx, related to the overhauling costs of
UTE Parnaba III and IV;
APLICE DE RISCOS OPERACIONAIS.msg, related to the insurance
costs of UTE Parnaba III and IV;
mutuos_Dez14.pdf, related to the intercompany loans within Eneva
Participaes JR; and
WK breakdown.xlsx, related to the working capital breakdown for UTE
Parnaba III and IV.
EON proposal dispatch 2015.03.18.xlsx capex and opex projection,

related to upstream business;
Overview of E&P assumptions 2015.03.13.pdf summary of E.ONs view
on PGN production modeling;
EON proposal dispatch 2015.03.18.xlsx Other pertinent information;
1. Untitled_23032015_112117.pdf Apresentao ANEEL, PGNs
business presentation;
FS_Eneva_2014_eng.pdf, Enevas Historical financial statement data of
31/12/2014, which is unaudited;
Final Report Pecm II_extract for KPMG.pdf, MPX_FS YE 2012_page
81.pdf, to support the PPA renewal assumption for UTE Parnaba III and
IV; and
PGN profile EON vs BTG 20150318.pptx analysis comparing main
assumptions between EON and BTG regarding the information related to
the Gas Reserves under the Parnaba Basin, Capex projection, Opex
projection for PGN and BPMB.
The valuation was based substantially on information and

assumptions provided by the Clients Management and E.ON, which
were discussed with and analyzed by KPMG.
It is imperative to point out that this version of the valuation report is

a free translation from Portuguese to English; therefore, in case of
discrepancies between the report in Portuguese sent on April 13,
2015 and the free translation report, the former shall prevail in all
matters.
10
I. Executive Summary (cont.)

Subsequent events
Our work was based on the equity position and information obtained
prior to the date of issuance of this report.
We emphasize that any relevant facts that may have occurred

between December, 2014 and the date of issuance of this report, and
that were not brought to KPMGs knowledge could affect the analysis
of the Company.
It is important to point out that KPMG will not update this report after
the date of issuance.
11
Summary of Results
Based on the scope of our report, and subject to the assumptions, restrictions, and limitations described herein, we have estimated the fair value of Eneva
Participaes JR and PGN as at December 31, 2014, as presented below.
Eneva Participaes S.A. in Judicial Recovery
Equity Value
per share
(R$)
1.13
Equity Value
100%
(R$ MM)
302.15
E.ONs stake
(50.0%)
(R$MM)
151.07
-
PGN
1.25
Equity Value
per share
(R$)
1.46
317.26
332.36
Equity Value
100%
(R$ MM)
984.96
158.63
166.18
+
E.ONs stake
(9.09%)
(R$MM)
1.19
89.53
-
1.53
1.60
1,034.08
1,083.20
94.00
98.46
+
* Range considered in accordance with CVM

instruction n 436.
Eneva Participaes in Judicial Recovery valuation, as at December

31, 2014, ranges from R$ 302.1 million to R$ 332.4 million. The valuation
of E.ONs stake in Eneva Participaes in JR (50,0%) ranges from R$
151.1 million to R$ 166.2 million.
The valuation methodology applied for the operational subsidiaries was
the discounted cash flow approach (presented on pages 51 to 57). As
for the non-operational and pre-operational subsidiaries, the applied
methodology has been the cost approach, which considers the book value
of shareholders equity (presented on page 71).
PGNs valuation, as at December 31, 2014, ranges from R$ 985.0 million

to R$ 1,083.2 million. The valuation of E.ONs stake in PGN (9,09%)
ranges from R$ 89.5 million to R$ 98.5 million.
The valuation methodology applied, in order to determined the value of
PGN, was the discounted cash flow method (presented on pages 58 to
60) .
12
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
13

The KPMG Network
Internal process of approval of the report
KPMG Corporate Finance Ltda. is part of a global network of independent
The economic and financial valuation of the Companies was performed by
firms that provide Audit, Tax and Advisory services. KPMG International
provides no services. However, its member firms perform Audit, Tax and
Advisory practices (through the Audit departments, Tax and Advisory,
respectively). Together, KPMG International's member firms have more than
155 thousand employees across the world, and is present in 155 countries.
a team of qualified consultants, monitored and reviewed by the

engagement partner. In addition, the team was also composed of a partnerreviewer, a senior manager and a manager.
KPMG brand was created in 1987 from the merge of Peat Marwick
International (PMI) and Klynveld Main Goerdeler (KMG).

KPMG
Internationals member firms in Brazil, through its various

autonomous offices, account for 156 partners and more than 3,282
employees in 22 cities: So Paulo (headquarters), Belo Horizonte, Belm,
Braslia , Campinas, Curitiba, Cuiab, Florianpolis, Fortaleza, Goinia,
Joinville, Londrina, Manaus, Osasco, Porto Alegre, Recife, Ribeiro Preto,
Rio de Janeiro, Salvador, So Carlos, So Jos dos Campos and
Uberlndia.
The approval of the report occurred only after it was reviewed by the
engagement partner and the partner-reviewer.

Identification and qualification of the involved professionals
Augusto Sales, Paulo Guilherme Coimbra (project leader), Cludio Ramos,
Rben Palminha and Fabiano Delgado coordinated and participated in the

development of the assessment presented in this report. For more
information, please refer to Appendix I.
Appraiser declarations
KPMG Corporate Finance declares, in March 15th, 2015, that:
It does not entitle any shares of PGN, Eneva JR or Eneva

Participaes JR, nor do its partners, directors, officers, directors,
controllers or persons related to them;
KPMG Corporate Finance Ltda., a Brazilian company incorporated in the
1990s, leads and manages negotiations within corporate transactions,

including mergers and acquisitions, dispositions, structured finance, project
finance, debt advisory, privatization and economic and financial appraisals
services.
There are no commercial and credit relations that could impact the
Report;
There is no conflict of interest that impairs the necessary

independence required for the performance of this work..
The Corporate Finance segment of KPMG International member firms sum
up to approximately 2,100 professionals, in more than 100 offices across 82

countries.
14
II. Information about the appraiser (cont.)

Presented below are some of KPMGs experiences in the energy & natural resources:sector:
Petra Energia and

Parnaba Gs Natural
Enel
State Grid
Mitsui & Co
TAESA (Cemig Group)
KPMG Corporate Finance
Sell-side financial advisor in

Vicels sale to Soenergy
Acted as financial advisor for

LNG tariff review
Valuation advisory related to the

acquisition of several wind power
projects from Sowitec
Valuation related to the

acquisition of 5 electricity
transmission companies
Valuation related to a 20% stake

acquisition of Jirau HPP (3,750
MW)

acquisition of Unisa
2014
2014
2014
2014
2014
Dresser Rend
Equatorial Energia
TAESA (Cemig Group)
Iberdrola

acquisition of CELPA
(distribution)

acquisition of TBE Group
(transmission)
2013
2013
Vicel
KPMG Structured Finance

S.A.
2014
2014
SN Power
Brasympe

acquisition of Desenvix
2013
Valuation of Brasympe for

company restructuring purposes
2013

acquisition of Grupo Guascor
KPMG Structured Finance

S.A.
2013

acquisition of Elektro
2013
15
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
16
Eneva Participaes Judicial Recovery

A Brief History of Eneva JR and Eneva Participaes JR
Eneva and OGX start the
drilling of 1-0GX-16MA
well, located in the PN-T68 bloc in the Parnaba
Basin, State of Maranho,
and identify hydrocarbons.
Eneva enters the Market

with the energy sale from
UTE Itaqui and Energia
Pecm on the A-5 auction
promoted by ANEEL, with
supply contract for 15
years.
2007
2008
Lauching of the fundamental
stone marks the inicial phase
of construction and mounting
of one of the leading projects
of Eneva's portfolio.
2010
Announcement of increased shareholding

agreement between E.ON and Eneva. From
that moment, E.ON holds 37.9% of the
company's capital, and Eike Batista 23.9%.
Parnaba I reaches total installed capacity in
commercial operation, with 676 MW.
2012
2013
Eneva and E.ON form strategic

partnership to invest in the energy
markets of Brazil and Chile.
2014
2015
The Parnaba Natural Gas capital increase is

completed. The control shall be exercised by
Cambuhy, Eneva and E.ON. Eneva announces
capital increase of up to R$ 1.5 billion and debt
restructuring in their holding.
Operational Information
Eneva JR has a portfolio of gas fueled power plants, and has an array of
possible greenfield coal and wind power projects.

Eneva JR has long term PPAs, which are indexed by inflation rates.
Integrated assets of gas exploration and production meet the demands of
the plants owned by Eneva JR.
Eneva initiates its judicial recovery process on December 9th, 2014. The judicial recovery
process is a consequence, among other factors, of (i) not renewing the agreement to
suspend the amortization and payment of interest of financial transactions contracted by
Eneva and certain subsidiaries with its financial creditors, expired on November 21st, 2014;
and (ii) not having reached an agreement with the financial institutions involved in the
implementation of Enevas stabilization plan aimed at strengthening the capital structure
and measures for the re-profiling of Enevas financial debt.
Eneva and Eneva Participaes, on February 12th,

2015, filed a Plan for Judicial Recovery (JRP), in
accordance with Article 53 of the Brazilian Judicial
Recovery Law. Within this context, Eneva seeks to
initiate a capital increase (among other things) after
the complete judicial approval.
Incom e statem ent -*Eneva Participaes JR *

R$ MM
Net revenues
Cost of goods sold
Gross profit
SG&A
EBIT
Financial expenses
EBT
Deferred tax
Lucro
lquido/prejuzo
Net incom
e/losses
* non-audited
31/12/2014
499.14
(553.21)
(54.07)
(10.31)
(64.38)
(19.28)
(83.66)
21.24
(62.42)
(146.07)
Source: Eneva JR
17
III. Information about the companies (cont.)

ENEVA
PARTICIPAES
S.A.
50%
50%
4
Seival
Participaes
S.A.
6
Au II Gerao
de Energia S.A.
7
UTE Porto
do Au
Energia S.A.
50%
50%
50%
8
MPX Chile
Holding
Ltda.
9
Parnaba
Participaes
S.A.
100%
100%
50%
10
Sul Gerao de
Energia Ltda..
11
ENEVA
Comerc. de
Combustveis
Ltda.
100%
12
ENEVA Solar
Empreendimentos Ltda.
13
Au III Gerao
de Energia
Ltda.
100%
Seival
Gerao de
Energia
Ltda.
70%
70%
70%
Parnaba III
Gerao de
Energia S.A.
Parnaba IV
Gerao de
Energia S.A.
Parnaba
Gerao e
Comerc. de
Energia S.A.
100%
14
Tau Gerao
De Energia
Ltda.
Source: Eneva JR
100%
100%
15
ENEVA
Comerc. de
Energia Ltda..
16
SPEs Ventos*
* Central Elica Algaroba Ltda.

Central Elica Asa Branca Ltda.
Central Elica Boa Vista I Ltda.
Central Elica Boa Vista II Ltda.
Central Elica Boa Vista III Ltda.
Central Elica Bonsucesso Ltda.
Central Elica Bonsucesso II Ltda.
Central Elica Milagres Ltda.
Central Elica Morada Nova Ltda.
Central Elica Ouro Negro Ltda.
Central Elica Pau Branco Ltda.
Central Elica Pau DArco
Central Elica Pedra Branca Ltda.
Central Elica Pedra Rosada Ltda.
Central Elica Pedra Vermelha I Ltda.
Central Elica Pedra Vermelha II Ltda.
Central Elica Santa Benvinda I Ltda.
Central Elica Santa Benvinda II Ltda.
Central Elica Santa Luzia Ltda.
Central Elica Santo Expedito Ltda.
Central Elica So Francisco Ltda.
Central Elica Ubaeira I Ltda.
Central Elica Ubaeira II Ltda.
18

Parnaba Participaes S.A.

Parnaba III & IV 1
Parnaba Gerao e Comercializadora de Energia 3
Originally denominated as UTE MC2 Nova Vencia, UTE Parnaba III

was owned by the Bertin Group. The project took off after the 2008 A-5
energy auction, with a 15 year concession agreement due in 2027, and
was supposed to be constructed in the Esprito Santo state, Brazil.
In 2011, ANEEL authorized the transfer of ownership and contractual
modifications including location change - that led to the creation of UTE
Parnaba III.
Parnaba Gerao e Comercializadora de Energia is an energy

trading company, whose provider of electricity is Parnaba IV. In
effect, the CCEAL agreement between the TPP and the trading
company stipulates that the latter agrees to acquire 5% of the
formers gross energy.
Parnaba
Comercializadora
Kinross Mining
Parnaba IV obtained an authorization in 2013 to operate and sell its

energy within the ACL, and its concession agreement is due in 2028.
95%
5%
Overview of Parnaba III & Parnaba IV

Operational highlights
Parnaba III
Parnaba IV
Concession agreement
CCEAR N
7179/08
N/A ( 1)
176
56
101.8
52
98
49
Full installed capacity (MW)

Physical guarantee (MW)
Net physical guarantee (MW)
2028 (1)
(1) - Parnaba IV is a "Free Market" power plant, which operates under an
authorization agreement. It obtained a license/authorization to operate and sell
energy in bilateral agreements.
Concession/authorization expiry
2027
CCEAL
Agreements
100%
Parnaba IVs
generated energy
Parnaba Comercializadora is a break-even company, therefore does
not generate material profits nor losses.
Source: Eneva JR
19

Overview of the non-operational and pre-operational companies

It is worth noting that even though some of the below mentioned companies have ambitious projects, their book value is, for the time being, not material.
Company
Description
Equity Value at
100% (R$ MM)
Company
Holding company, which detains the control of Seival

Participaes Gerao Ltda.
5
Seival Gerao de Energia Ltda.
6
Au II Gerao de Energia S.A.
7
UTE Porto do Au Energia S.A.
8
MPX Chile Holding Ltda.
10
Sul Gerao de Energia Ltda.
ENEVA Comercializadora de
Combustveis Ltda.
ENEVA Solar Empreendimentos

Ltda.
Equity Value at
100% (R$ MM)
13
4
Seival Participaes S.A.
Description
39.49
Special Purpose Vehicle that was incorporated in order

to detain information and technology softwares.
Au III Gerao de Energia S.A.
2.52
14
Located in Candiota, Rio Grande do Sul, the company

envisages a possible development of a coal-fueled
thermal power plant (600MW installed capacity). The
project, for the time being does not have any PPA, nor
concession agreement or source of financing.
Tau Gerao de Energia Ltda.
Located in the northeastern region of the Rio de

Janeiro state, the company was set up in order to
install a gas fueled power plant in the Au Complex.
However, the project is currently in standby.
4.67
ENEVA Comercializadora de
Energia S.A.
Located in the northeastern region of the Rio de

Janeiro state, the company was set up in order to
install a coal fueled power plant in the Au Complex.
However, the project is currently in standby.
44.00
SPE Ventos
Holding company which controlled the Companies

business in Chile that were sold in December, 2014.
0.22
Located in Candiota, Rio Grande do Sul, the company

envisages a possible development of a coal-fueled
thermal power plant (727MW installed capacity). The
project does not presently have any PPA, nor
concession agreement.
13.15
It is a non-operational fuel trading company.
(0.04)
Is a holding company, which detains control of Tau

Gerao de Energia Ltda.
8.42
Located in Tau, Cear, the company operates a

1MW solar powerplant.
It is an electricity trading company, located in Rio de

Janeiro. Its level of activity is not relevant.
19.54
15
16 Agglutinates 23 special purpose vehicles, which detain

preliminar licenses for the development of wind power
plants. None of them, however, have PPAs, nor
concession agreements.
1.47
11
12
Source: Eneva JR
20
PGN
Consortiums information
The upstream consortium in the Parnaba Basin (Consortium) currently
operates 3 gas fields and 7 exploration blocks with a total approximate area
of 21 thousand square kilometers in the Maranho State.
Below is presented a simplified diagram of the Consortiums current
operation.
PGN owns a 70% stake in the Consortium that holds the concessions of 7
blocks in the Parnaba Basin (21,000 km).
Current production from GVR field: c. 5.6 million m3/day.
The Consortium estimates reserves of more than 1 TCF (around 32.3
BCM only considering 7 fields nearby GVR and GVB infrastructure

hub). When considering a longer projection period, the recuperable gas
may reach over 70 BCM, though currently, no certified third party study
has been developed.
The company plans to commercially launch 4 fields during 2015. Third
party geological studies were hired and results are expected for the 2nd
half of 2015.
The blocks operated by Parnaba Gs Natural (former OGX Maranho)
were acquired by the PE fund Cambuhy Investimentos and E.ON.
E.ON
Eneva JR
Cambuhy
Investimentos
BTG Patcual
18%
9%
73%
BPMB
PGN
Integrated project concept Gas to wire
Long term contracts with thermal plants (UTEs) controlled by Eneva JR

and Eneva Participaes JR;
TPPs have long term PPA contracts (15-20 years);
Close to 1GW total capacity already in operation;
UTE I (675MW), UTE III (178 MW) and UTE IV (56MW) are already in
operation. UTE II (517 MW) will be concluded in 2018; however, the PPA
will start only in 2016 because of the waiver granted by ANEEL.
Source: E.ON
100%
70%
30%
Consortium
21
PGN
In 2015, the company will conduct an onshore drilling campaign in Brazil.
Discovered wells and new production wells will be drilled, which could allow
PGN to increase production capacity by 70%, by July, 2016, to 8.4 million
cubic meters per day.
Incom e Statem ent

R$ MM
Sales net revenue
Costs
Gross profit
Operational expenses
Exploration expenses
SG&A
Other operational revenues/expenses
Operational expenses
EBIT
Financial results
Financial revenues
Financial expenses
Exchange rate net variation
Financial result
EBT
Income tax and social contribution
Deferred taxes
Net profit
31/12/2013
323.71
(118.84)
204.88
31/12/2014
581.98
(274.49)
307.49
(76.06)
(25.57)
(0.56)
(102.19)
102.69
(43.77)
(30.88)
(8.35)
(83.01)
224.48
24.83
(73.11)
(33.65)
(81.93)
20.76
(7.65)
(0.48)
12.64
55.73
(92.15)
(9.99)
(46.41)
178.07
(23.97)
(32.36)
121.74
Source: PGNs annual report 2014

22
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
23
IV. Information about the Market
Brazilian Macroeconomic trends
Macroeconomic trends
Exchange Rate (USD/BRL) annual variation (%)
GDP expanded meagerly in 2014 and more recent data suggest that
prospects have worsened.

In 2014, consumers suffered with the government's failed attempt to curb
inflation and foster GDP growth. In March 2013 annual interest rate was
7.25%, the lowest in Brazil's history. From then on, there have been nine
consecutive hikes, and annual interest rate has reached 12.75%.
2,71
2,76
2,79
2,86
2,96
3,06
2,36
1,76
According to the Brazilian Central Bank, the forecasted GDP variation for
1,94
2,14
1,67
2015 and 2016 are 0.5% and 1.8% respectively.
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Projected
Source: BCB (31/12/2014)
IPCA annual variation(%)

6,56
6,50
5,91
Henry Hub (USD$/MMBtu)
6,38
4,21
5,84 5,80
4,13
3,66
5,70
4,50
4,70
4,79
2018
2019
2020
3,10
5,50 5,50 5,50 5,50
2,50
2,50
2,50
2,55
2010
2011
2012
2013
Projected
Projected
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020
Source: BCB (31/12/2014)
Source: Bloomberg (31/12/2014)
2014
2015
2016
2017
24
Brazilian Energy sector overview: Electricity
Main agents within the electricity sector
Sources of energy
77% of the electricity in Brazil comes from hydraulic plants, which are
responsible for 76.9% of energy installed capacity. Behind hydro plants,

thermal energy is responsible for 12.8% of the installed capacity.
Given the importance of hydraulic resources to the Brazilian electricity
sector, the level of reservoirs are of great relevance to the optimization of

energy generation, as they represent a form of energy storage.
The illustration below depicts the sources of Brazilian electricity
responsible for energy distribution services to

distributor consumers, with determined tariffs fixed by ANEEL. Such
agents are strictly regulated, and all energy distribution conditions
and requirements are under high scrutiny by regulators.
Traders: these agents are allowed to acquire energy through
bilateral contracts in the ACL environment, which will then be sold to

free consumers, or to distribution companies in tendering process.
Consumers:
Others
Nuclear6%
2%
Biomass
7%
Natural gas
8%
Distributors:
Electricity
generation
matrix
Hydraulic
77%
a)
Free: consumers that fit the necessary legislative requirements

and that have the right to choose the energy producer through
free bilateral negotiations. (i.e. an industrial player with energy
demand above 3 MWh).
b)
Distributor consumers: consumers who are not allowed to

choose their energy source and are strictly obligated to acquire
energy from their local energy distribution company (i.e.
residential consumers).
c)
Energy importers: agents who possess specific permissions

to import energy from a foreign country, in order to supply
electricity within the domestic market.
d)
Energy exporters: agents who possess specific permission to

export electricity to neighboring countries.
Source: EPE
Main agents within the electricity sector

Producers: responsible for the energy generation that is negotiated in the
ACR, ACL market or spot market.

Transmission: responsible for the operation of transmission grids, which are
available for all producers, as long as the grids are interconnected and as
long as the producers pay transmission fees.
25
Brazilian Energy sector overview: Oil and Gas
Production
Reserves
In the next years, oil production in Brazil was expected to grow, thanks to
Brazilian proven oil reserves, as reported by EIA, are 13.15 billion
the massive deposit of offshore oil, underneath a thick layer of salt,

discovered in 2007. Petrobras, a Brazilian major oil company, projected
that oil output may hit 5 million barrels per day by 2020. However,
according to the Energy Information Administration (EIA), this production
projection is not precise due to an array of factors, such as significant
engineering and financing challenges for example, such as the recent
reduction of the brent oil price in late 2014 that can reduce the estimate
to 4 million barrels per day by 2020 at best (or less, depending on
Petrobrasbusiness plan).
barrels, while gas reserves are estimated at 396 billion cubic

meters. Additionally, due to new discoveries, oil reserves are
projected to reach 19.2 billion barrels and gas reserves to reach 461
billion cubic meters by 2023.
Proven Oil Reserves
Million barrels per day
4.5
4,5
4.0
4,0
3.5
3,5
3.0
3,0
2.5
2,5
2.0
2,0
1.5
1,5
1.0
1,0
0.5
0,5
0.0
0,0
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
4
3
2
years, reaching 35.9 billion cubic meters by 2023. Production is expected

to come mainly from the offshore Campos and Santos basins.
Dry Natural Gas Production
15
12
9
6
3
0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Projected
Natural Gas Proven Reserves
Gas production, similarly, is expected to grow vigorously in the next
Million cubic meters

per day
0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Projected
2012
Source: EIA, BMI
Projected
Million cubic meters per day
MM Barrels per day
Crude oil and Other liquids production
180
160
140
120
100
80
60
40
20
0
2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
Projected
26
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
27
DCF
Discounted Cash Flow
Free Cash Flow to Firm
This methodology estimates the economic value (or the market value) of a
company by calculating the present value of projected cash flows, i.e. the
income and expenses (including investments needed for maintaining and
expanding the companys activities) that are predictable from the perspective
of perpetuity of the entity. These projections should take into consideration
the business plan established by the companys management, the prospects
of the sector in which the company operates and macroeconomic aspects.
The Discounted Cash Flow Methodology can be used to value any type of
company provided it has a business plan that is consistent and feasible. This
methodology is recommended for companies that have reasonable prospects
for significant expansion of their activities and whose business plan may be
considered appropriate for achieving this growth, since the methodology is
based on future cash flows.
This methodology reflects the value of the intangible assets, such as brand
name, client portfolio, product portfolio, among others, as all these assets
have an effect on the companys capacity to generate results.
This is the commonly used methodology in estimating the market value of

companies that are considered going concerns, except when the resulting
value is less than the liquidating value of the company (adjusted net worth).
The Free Cash Flow to the Firm aims to evaluate the company as a
whole, that includes, beyond the stockholding, the participation of others
holders of rights in the company (holders of bonds, shareholders, etc).
The Free Cash Flow to the Firm can be represented by the following
formula:
Free Cash Flow to the Firm

=
Net Profit
+
Depreciation and Amortization
+/Working Capital
Investments (Capex)
28
DCF and Book value

Discounted Cash Flows Method (DCF)
Historical Balance Sheet
Historical
Income Statement
Assumptions
Projections by Business Units
Book value approach

The cost approach estimates the value of an asset based on its current
cost. This approach reflects the idea that the fair value of an asset should
not exceed the cost to obtain a replacement with comparable features and
functionality. Within this context, book values, with the applicable
adjustments, are a consistent manner to estimate the current cost of
replacement of an asset.
Current Balance Sheet
Projected Balance Sheet
Projected Income Statement

Shareholders equity
Projected Capex, R&D, Working

Capital
Adjustments
Free Cash Flow To Firm

Book value
Discount Rate
Discounted Free Cash Flow
29
Discount rate
Establishing the discount rate is a fundamental stage of the economic valuation. This single factor reflects aspects of a subjective nature, varying from one
investor to another, such as opportunity cost and individual perception of investment risk.
WACC (Weighted Average Cost of Capital)
The cost of capital for the Companies was calculated using the WACC
methodology. WACC takes into consideration various financing components,
including debt, cost of equity and hybrid bonds used by companies to finance
its cash needs. It is calculated according to the following formula:
CAPM (Capital Asset Pricing Model)
The cost of equity for the Companies was calculated using the CAPM
methodology. Using the CAPM methodology, the cost of equity is
calculated according to the following formula:
Rf (1+Ia) x (1+Ibr)
+
D/(D+E)
* (E[Rm] - Rf)
Kd * (1-t)
CRP
E/(D+E)
Rs
+
D
E
t
Kd
Ke
=
=
=
=
=
Ke
=
E/(D+E)*Ke+(D/(D+E)*Kd = WACC
Weighted Average Cost of Capital
Total debt
Total equity
Tax rate
Cost of debt
Cost of equity
[(1+Rf)/(1+Ia)*(1+Ibr)-1] +(*Rm)+CRP+Rs+ = Ke
Cost of Equity
Rf
E[Rm]
E[Rm] - Rf
CRP
Rs
Ia
Ibr
=
=
=
=
=
=
=
=
=
Average risk-free return

Beta - specific risk coefficient
Average long-term return obtained on the stock market
Market premium
Country risk
Size premium
Alpha factor
Long-term inflation in the United States
Long-term inflation in Brazil
30
Discount rate (cont.)

Risk free rate
The risk-free rate is derived with reference to the 2 year average bond yield
on the United States 30 year treasury bond (T-Bond) rate between January
1st, 2013 and December 31st, 2014 or approximately 3.4%. (Source:
Bloomberg, historical data)
Country risk premium (CRP)
The build up of the cost of equity to this point has been based on
the United States equity and bond markets. As such a CRP is
considered a necessary component in the cost of equity to
incorporate additional risk associated with investing in the country,
which is typically not reflected in the cash flows.
We have assumed a CRP of 2.18% for Brazil in our calculation, this

is based on the historical 2 year average (between January 1st,
2013 and December 31st, 2014) of the EMBI+. (Source: JP
Morgan).
Equity risk premium (ERP)
To estimate the long term stock market risk premium (E[Rm] Rf), we relied
upon the average return above the Treasury Bond rate provided by investing
in the U.S. stock market, which was 4.6% (source: Aswath Damodaran
website).
Beta
Beta is a statistical measure of how closely the value of a stock correlates

with the overall stock market. Beta is a measure of non diversifiable risk and
is reflective of the variability of a particular share relative to the market. The
average beta of a company is therefore calculated as the average correlation
of the daily return of the share relative to the market.
To calculate a meaningful beta for an unlisted entity, the beta of a listed
company with comparable business and operational risk is unlevered to
remove the effects of the capital structure (i.e. remove the financial risk). The
unlevered Beta is then relevered using the capital structure of the company or
asset being valued to reintroduce the effects of their own financial risk.
To calculate the industry average Beta we have considered for the

downstream, an unlevered Beta of 0.57 and for the upstream, an
unlevered beta of 0.98. To calculate the average Betas of the
sectors we considered the comparable companies.
Size premium
The size premium (Rs) represents the additional return required

by investors to incur a higher level of risk to be investing in
companies with different levels of size.
To account for PGN and Enevas size, we have added 1.98% to the
cost of equity, this is the risk associated with Low Capitalization
companies, through studies done by Duff & Phelps (2014).
Alpha factor
The alpha factor () represents the additional risk associated with

a more uncertain cash flows (only applied to Parnaba III and
Parnaba IV, as referred on page 73).
31
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
32
Assumptions
Introduction
Overview of Parnaba Complex
Overview of the Parnaba Complex
The Parnaba Complex is an energy park that, given the proximity between
the gas fields (upstream) and TPPs (downstream), is founded on an
integrated model.
Downstream
MA
The Parnaba Thermal Electric Complex is formed by four TPPs (Parnaba I,

Parnaba II, Parnaba III and Parnaba IV) that are expected to reach a full
installed capacity of 1.425MW. It is located in the state of Maranho, Brazil.
Upstream
According to Enevas management, the upstream segment is expected to

deliver 32.3 BCM of gas throughout current projection assumptions.
Currently, the Parnaba Complex operates 3 gas fields and 7 exploration

blocks with a total approximate area of 21 thousand square kilometers.
Overview of Downstream
Parnaba Com plex - Dow nstream com position

TPP
Installed capacity (MW)
Parnaba I
675
Parnaba II
517
Parnaba III
178
Parnaba IV
56
Total
1426
Source: Eneva JRs website

33
Assumptions
Introduction (cont.)
Integration Downstream and Upstream
In order to fulfill electricity generation obligations, the TPPs must have a

trustworthy source of fuel.
The initial source of gas, which is contractually guaranteed until 2027 for
Parnaba III, and 2028 for Parnaba IV, will be provided by the Consortium.
The proximity between the gas fields, gas treatment units, and thermal power
plants integrate the Downstream and Upstream businesses, as presented
bellow:
The rationale behind such assumption, according to Eneva JRs

management, is that the TPPs are not restricted to the Consortiums gas
supply. In fact, should the Consortium not be able to deliver further gas,
the TPPs may contract other gas suppliers.
In addition, Eneva JRs management assumption is based on markets

perspectives, and on the Managements perception of latest MMEs
(Brazilian Ministry of Mines and Energy) reports; therefore, the
Management understands that the same approach used in other
appraisal reports for similar projects would be valid for Parnaba III and
IV.
For valuation purposes, it was considered an Alpha factor on the

discount rate applied to the cash flows after the PPA/Concession
renewal.
Source: Eneva JR
Extention of Downstreams projection period
Albeit the fact that the gas supply agreements for Parnaba III and IV are
bound to expire in 2027 and 2028 respectively, Eneva JRs management
strongly supports the assumption that the TPPs will be able to extend the
concession period until 2042 and 2043 respectively.
34
Assumptions
Introduction (cont.)
Proven and estimated reserves

80
37.7
70
The present proven reserves add up to 8.4 BCM. It consists

on current wells from the gas fields GVR, GVB and GVA.
The gas fields, however, can encompass additional wells.
The consortium has already conducted extensive research

on other wells located in GVR, GVB, SE Bom Jesus,
Fazenda Isabel, Fazenda Chicote, Fazenda Alencar,
Fazenda So Raimundo, Fazenda Sossgo and Fazenda
Santa Vitria.
The company plans to launch 4 fields (Fazenda Santa

Isabel, SE Bom Jesus, Santa Vitria and Chicote) as
commercial during 2015. Third party geological studies
were hired and results are expected for the 2nd half of 2015.
These estimates point towards an additional 23.9 BCM,

totalling 32.3 BCM of natural gas reserves.
As it was mentioned before, PGN operates in 7 blocks,

which also present other gas fields with a potential upside
to be considered. The Clients Management has made
studies on these gas fields: albeit they are in more distant
blocks, they represent a potential additional reserve of
nearly 37.7 BCM.
Since the current third parties studies related to the

certification of internal research are at preliminary stages,
the production considered in this report comes from the first
contracts cycle reserves, which is 32.3 BCM.
70.0
Morada Nova
BCM
Tianguar
60
Esperantinpolis
Baslios
50
Havana
Axixa
40
23.9
32.3
Angical
GVR
30
GVB
SE BJ
Isabel
20
Chicote
Alencar
Raimundo
10
6.1
1.9
0.4
8.4
Sossgo
Vitria
Source: E.ON
35
Assumptions
Eneva Participaes Judicial Recovery: Parnaba III
Revenues
Fixed revenues (CCEAR Contract): Revenues from the energy generation capacity availability, as agreed in the CCEAR contracts signed in the 2008 A-5
Auction. The volumes were estimated based on the 98 Average MW capacity, as per the CCEAR contract, and the total number of hours of each year. The price
was projected based on the agreed prices in the A-5 Auction, and have been annually adjusted by the Brazilian Inflation-index IPCA.
It is important to point out that current CCEAR contracts are bound to expire in 2027, and that from 2028 onwards the applied assumption assumes a PPA
renewal under the same conditions as the one currently in place, with the rationale presented in page 34. In order to contemplate the risk associated to such
renovation, an alpha factor was included in the discount rate from 2027 onwards, as in page 73).
Variable revenues (CCEAR CVU): O&M reimbursements were calculated based on the expected net energy dispatch, provided by Eneva JRs management,
and the O&M agreed payment per dispatched megawatt-hour, which is specified in the CCEAR contract.
Please find below the revenue projection that has been used for Parnaba III
Volume and revenue projection

1.400
1,322 1,323
900
CCEAR Renewal
800
1.200
700
600
802
800
500
600
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
504
R$MM
GW/h
1.000
400
454
300
400
200
200
100
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042
Source: Eneva JR
CCEAR Revenues
CCEAR CVU
Net energy dispatch
36
Assumptions
Deductions
Deduction taxes: Deductions on gross revenues comprise PIS and Cofins at rates of 1.65% and 7.60% respectively. Given that the TPP uses production factors
in order to deliver energy, the TPP has the right to claim PIS and Cofins credits.
Fixed costs
O&M fixed costs: Calculated according to current contract assumptions, and have been annually adjusted by Brazilian inflation-index IPCA.
ANEEL fees: Contractually agreed, within the CCEAR agreement, and is a fixed fee on the total installed capacity of the TPP, and was annually adjusted by
Brazilian inflation-index IPCA.
TUST: Contractually agreed, within the CCEAR agreement, and is a fixed tariff on the total installed capacity of the TPP, net of transmission losses, and was
annually adjusted by Brazilian inflation-index IPCA.
CCEE contribution: Fixed contribution on the total installed capacity of the TPP. It was annually adjusted by Brazilian inflation-index IPCA.
RGR over fixed revenues: As per regulation requirements, Parnaba III contributes 1.0% of its fixed revenues, net of deductions, to Eletrobras R&D fund, RGR.
Fixed-lease payment: The TPP has an agreement with the Consortium to pay a fixed-lease, which is contractually determined by the parties.
Overhauling: Projected according to the TPPs contract with its service provider, which was calculated according to the amount of energy dispatch throughout
the projection.
Insurance: Parnaba III is entirely insured on its fixed and variable revenues. The insurance premium payment was annually adjusted by Brazilian inflation-index
IPCA.
Fixed costs breakdown
350
306
300
250
R$ MM
203
200
156
150
122
100
47
57
54
57
62
66
69
73
77
86
86
90
96
101
112
119
125
132
139
154
155
164
173
182
50
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042
Source: Eneva JR
Free market expense
O&M
ANEEL fee
TUST
CCEE contribution
RGR - over fixed revenue
Fuel costs - fixed payments
Overhauling
Insurance
37
Assumptions
Variable costs
Variable O&M costs: Projected according to the expected gross energy dispatch. A unit O&M cost (R$/MWh) annually adjusted by Brazilian inflation-index
IPCA was then applied on the dispatched energy.
RGR over variable revenues: As per regulation requirements, Parnaba III contributes 1.0% of its variable revenues, net of deductions, to Eletrobras R&D fund,
RGR.
Fuel purchase: Variable fuel purchase has been projected according to expected gross energy dispatch. Fuel price is contractually determined by Parnaba III
and the gas producers, and was annually adjusted by Brazilian inflation-index IPCA.
Variable-lease agreement: Calculated as the difference between: (i) total revenues and; (ii) fixed TPPs revenues; (iii) variable TPPs costs; and (iv) taxes,
regulatory fees and insurance.
Total costs
Please find below the cost projection that has been used for Parnaba III:
Total costs projection
700,0
641
296
600,0
500
R$ MM
500,0
410
400,0
300,0
342
273
47
200,0
100,0
226
308
295
54
224
204
241
50
143
153
53
118
171
59
90
106
112
180
62
118
190
201
212
66
69
73
125
131
139
228
82
146
236
81
154
249
86
163
263
91
172
277
151
107
325
112
343
119
362
125
382
146
181
202
213
225
237
147
155
192
474
173
164
132
96
191
425
449
250
264
278
294
556
310
327
345
364
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042
Source: Eneva JR
Variable costs
Fixed costs
38
Assumptions
Depreciation
Total fiscal depreciation of property, plant & equipment is done in 10 years (at a 10% p.y. rate).
Total accounting depreciation of property, plant & equipment is done in 25 years (at a 4% p.y. rate).
Capex
Major capital expenditures were done during the construction period (2011-2015). Throughout the projection period, with exceptions to 2015, maintenance Capex
is included within the O&M costs (Overhauling).
Income taxes
The TPP is taxed within the real regime, with income taxes and social contribution rates at 25% and 9% respectively. It is worth mentioning, however, that
Parnaba III owns the following fiscal benefits:
Lucro da Explorao Exploration Profit, granted by SUDENE, from 2014 to 2023; and
Accelerated depreciation which allows the TPP to depreciate its items with a 10% annual depreciation rate.
Working capital
The projection considers an average of 45 days for account receivables on revenues and 50 days for accounts payable on costs and expenses.
Source: Eneva JR
39
Assumptions
Eneva Participaes Judicial Recovery: Parnaba IV
Revenues
ACL revenues: Calculated based on the expected net energy dispatch, estimated by Eneva JRs management, and the agreed payment per dispatched
megawatt-hour, which is specified in the PPA agreement with Kinross Mining and Parnaba Comercializadora S.A..
It is worth mentioning that, albeit the current ACL expires in 2019, the projection assumes that such contract will be renovated until 2028.
Please find below the revenue projection that has been used for Parnaba IV.
Volume and revenue projection

500,0
450,0
400,0
350
430
430
PPA Renewal
300
380
250
350,0
306
250,0
200
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
221
R$MM
GW/h
300,0
150
200,0
150,0
100
100,0
50
50,0
-
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043
CCEAL Revenues
Other revenues
Net energy dispatch
Source: Eneva JR
40
Assumptions
Deductions
Deduction taxes: Deductions on gross revenues comprise PIS and Cofins at rates of 1.65% and 7.60% respectively. Given that the TPP uses production factors
in order to deliver energy, the TPP has the right to claim PIS and Cofins credits.
Fixed costs
O&M fixed costs: Calculated according to current contract assumptions, and have been annually adjusted by Brazilian inflation-index IPCA.
ANEEL fees: Contractually agreed; it is a fixed fee on the total installed capacity of the TPP, and was annually adjusted by Brazilian inflation-index IPCA.
TUST: Contractually agreed; it is a fixed tariff on the total installed capacity of the TPP, net of transmission losses, and was annually adjusted by Brazilian
inflation-index IPCA.
CCEE contribution: Fixed contribution on the total installed capacity of the TPP. It was annually adjusted by Brazilian inflation-index IPCA.
Overhauling: Projected according to the TPPs contract with its service provider, which was calculated according to the amount of energy dispatch throughout
the projection.
Insurance: Parnaba IV is entirely insured on its revenues. The insurance premium payment was annually adjusted by Brazilian inflation-index IPCA.
Fixed costs breakdown

60
52
49
R$ MM
50
47
40
30
20
17
17
15
14
14
15
16
17
18
19
20
21
22
23
25
26
27
29
30
32
34
36
38
40
42
44
10
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043
Source: Eneva JR
O&M
ANEEL fee
TUST
CCEE contribution
RGR - over fixed revenue
Overhauling
Insurance
41
Assumptions
Variable costs
Variable O&M costs: Projected according to the expected gross energy dispatch. A unit O&M cost (R$/MWh) annually adjusted by Brazilian inflation-index
IPCA was then applied on the dispatched energy.
RGR over variable revenues: As per regulation requirements, Parnaba IV contributes 1.0% of its variable revenues, net of deductions, to Eletrobras R&D fund,
RGR.
Fuel purchase: Variable fuel purchase has been projected according to expected gross energy dispatch. Fuel price is contractually determined by Parnaba IV
and the gas producers, and was annually adjusted by Brazilian inflation-index IPCA.
Total costs
Please find below the cost projection that has been used for Parnaba III:
Total costs projection

200
174
180
161
153
R$ MM
160
145
137
140
130
120
100
80
49
48
48
50
53
55
47
40
17
15
14
14
15
16
17
33
34
35
39
30
32
37
20
60
59
17
42
65
69
62
20
18
19
44
46
49
73
21
51
77
22
54
81
23
57
85
25
60
90
26
64
95
100
27
67
29
71
105
30
75
111
32
79
117
34
83
123
47
165
47
44
44
42
40
38
36
88
92
98
103
109
115
121
128
0
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043
Source: Eneva JR
Variable costs
Fixed costs
42
Assumptions
Depreciation
Total fiscal depreciation of property, plant & equipment is done in 10 years (at a 10% p.y. rate).
Total accounting depreciation of property, plant & equipment is done in 25 years (at a 4% p.y. rate).
Capex
Major capital expenditures were done during the construction period (2011-2014). Throughout the projection period, maintenance Capex is included within the
O&M costs (overhauling).
Income taxes
The TPP is taxed within the real regime, with income taxes and social contribution rates at 25% and 9% respectively. It is worth mentioning, however, that
Parnaba IV owns the following fiscal benefits:
Lucro da Explorao Exploration Profit, granted by SUDENE, from 2014 to 2023; and
Accelerated depreciation which allows the TPP to depreciate its items with a 10% annual depreciation rate.
Working capital
The projection considers an average of 45 days for account receivables on revenues and 50 days for accounts payable on costs and expenses.
Source: Eneva JR
43
Assumptions
PGN
Revenues
The results presented below represent 70% of the total revenues that the Consortium generates.
Gas contracts revenues: Based on the gas demand from the 4 TPPs, these revenues match the fuel purchase costs of the downstream business.
Fixed revenues: The TPP has an agreement with the gas producers to pay a fixed-lease, which is contractually determined by the parties.
Variable revenues: The variable-lease revenues, which derive exclusively from Parnaba I and III, were calculated based on the difference between: (i) total
revenues and; (ii) fixed revenues; (iii) variable costs; and (iv) taxes, regulatory fees and insurance.
Condensate gas: It is a low-density liquid present in gas fields. This revenue line was projected by multiplying volume in million Boe (barrel of oil equivalent) and
the condensate price in million reais. It represents an average of 0.5% of the total revenue up until the end of the contracts with the TPPs.
PGN Gross revenue projection

1400,0
1.191
R$ MM
1200,0
1000,0
738
800,0
609
600,0
400,0
200,0
178
4
140
150
3
149
437
287
791
703
173
4
158
457
629
111
4
167
348
133
4
176
391
743
141
4
186
412
784
149
5
196
435
828
157
5
207
459
873
165
5
218
485
921
175
5
230
512
1.026
972
184
6
243
540
194
6
256
570
1.129
1.078
984
205
2
270
601
1.014
157
6
165
2
243
256
579
591
1.070
174
2
270
623
184
2
285
658
194
2
301
694
313
0
2
330
0
2
346
0
310
328
346
122
0
122
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Source: E.ON
Gas contract
Fixed rental
Condensate
Variable rental
44
Assumptions
PGN
Deductions
The results presented below represent 70% of the Consortiums deductions.
Deduction taxes: Deductions on gross revenues comprise PIS and Cofins at rates of 1.65% and 7.60% respectively, and ICMS (which is exclusively on gas
sales) at a 4.6% rate. Additionally, it was considered PIS and Cofins credit of 1.65% + 7.60% on 50% over Opex, abandonment costs, exploration expenses and
depreciation.
Special participations: A progressive tax applied on the gas production exceeding 450 thousand cubic meters of BOE from each well.
ANEEL fees: Calculated according to current contract assumptions, annually adjusted by the Brazilian inflation-index IPCA.
Royalties: It was projected as 10.0% of the total gross revenues throughout the entire projection period.
Costs
The results presented below represent 70% of the Consortiums Opex and other costs
Opex: Based on the 2015 budget and production projection, adjusted by the Brazilian inflation-index IPCA. It is worth noticing the depletion of the wells from 2032
up to 2036.
Landowner share: According to Brazilian law, the landowner must receive 1.0% of the total revenue.
Easement Agreement: Pipelines have several kilometers of length, and pass over farms and lands owned by third parties. In this contract, the owners of such
lands grant a right of access and easement to the construction, maintenance and removal of the pipeline. In exchange for such services, the Consortium must pay
an insurance and an indexed amount, which is paid periodically.
Abandonment costs: As per regulation requirements, once the gas well is depleted, the company must remove the equipment, plug the well and remediate the
surface so as to prevent the leakage of hydrocarbons and any damage to the environment in the surrounding area. E.ONs management considered an
assumption of R$ 1.5 million per well. The abandonment costs were more substantial in 2040, given that the wells will be closed at the same year.
R$ MM
PGN Costs projection

180
150
120
90
60
30
0
158
82
46
56
73
86
101
93
89
98
104
115
120
127
134
140
70
67
71
26
2015
Source: E.ON
52
76
120
2016
2017
2018
2019
Opex
2020
2021
2022
2023
2024
Landowner share
2025
2026
2027
2028
2029
2030
Easement agreement
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
Total abandonment cost
45
Assumptions
PGN
Expenses
The results presented below represent 70% of the Consortiums expenses.
Rental to ANP: Calculated according to current contract assumptions, adjusted by the Brazilian inflation-index IPCA.
R&D: Calculated as 1% of the net revenues.
SG&A: Composed by three factors: production, development & infrastructure and exploration. It is important to mention that, in 2019, the end of exploration of
new gas fields causes a reduction in SG&A.
Exploration expenses: Projected as a combination of expenses from exploration, drilling and other finding expenditures (Seismic, injection wells, among others).
PGN Expenses projection
100
91
89
90
R$ MM
80
70
44
37
60
67
18
50
52
45
-
40
34
-
30
47
44
49
52
32
-
30
-
26
24
32
-
33
-
35
-
40
20
29
26
27
29
37
-
30
39
-
32
41
-
36
25
-
34
10
-
5
0
5
0-
0-
5
0
5
0
6
0
6
0
6
0
27
-
36
25
3
0
26
-
7
0
7
0
7
0
26
20
-
27
20
7
0
0-
0-
0-
0-
0-
17
-
14
-
13
-
16
14
13
0-
0-
0-
0
0-
0
0-
0
0-
0
0-
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Source: E.ON
Rental to ANP
R&D
SG&A
Exploration expenses
46
Assumptions
PGN
Depreciation
The results presented below represent 70% of the Consortiums depreciation
Total depreciation of the infrastructure was projected at 20 years (at a 5% p.a. rate).
The depreciation rate of property, plant and equipment was projected based on the yearly production and proved developed reserves.
Capex
The results presented below represent 70% of the Consortiums Capex
Major capital expenditures has been projected as investments in development, and in the infrastructure that is built in order to connect the pipeline.
PGN Capex projection
500
450
474
13
R$ MM
400
350
225
333
300
250
195
221
200
150
148
186
100
118
101
42
97
32
50
50
187
41
41
69
60
92
87
90
87
90
42
32
32
32
32
50
-
55
58
55
58
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040
Source: E.ON
Drilling
Development
Infrastructure
Other development capex
47
Assumptions
PGN
Income taxes
PGN is taxed with income taxes and social contribution rates at 25% and 9% respectively. It is worth mentioning, however, that PGN has the following fiscal
benefit:
Lucro da Explorao Exploration Profit, granted by SUDENE, from 2014 to 2023.
Working capital
The table presents the average of days and drivers for each account.
PGN
Current assets
Accounts receivable
Taxes receivable
Inventory
Other receivables
Days
67
20
55
10
Driver
Days of revenues
Days of revenues
Days of revenues
Days of costs and capex
Current liabilities
Suppliers
Tax payables
Accounts payable
Short term debts
Other accounts payable
Days
51
27
17
0
7
Driver
Days of costs and capex
Days of revenues
Days of costs
Days of costs
Days of costs
Source: E.ON
48
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
49
Valuation method
Company
Valuation criteria
The valuation criteria is ultimately a sum of the parts, as presented below.

The assets that are considered to have future cash flows and expected
growth have been evaluated by the DCF methodology. The other assets,
which are non-operational, pre-operational, or materially irrelevant, have been
evaluated by book value practice.
Company
Valuation method
Sum of the parts
Eneva Participaes S.A.
Parnaba Participaes S.A.

Parnaba III Gerao de
Energia S.A.
Parnaba IV Gerao de
Energia S.A.
2
3
Parnaba Gerao e Comerc.

de Energia S.A.
Seival Participaes S.A.
Seival Gerao de
Energia Ltda.
Au II Gerao de
Energia S.A.
Sum of the parts
DCF
DCF
Valuation method
UTE Porto do Au S.A.
(A)
Sul Gerao de Energia
Ltda.
8
10
ENEVA Comercializadora 11
= (A)1 + (C) 1
(C) =
de Combustveis Ltda.
ENEVA Solar
Empreendimentos Ltda.
12
Au III Gerao de
Energia Ltda.
13
Tau Gerao de Energia

Ltda.
14
ENEVA Comercializadora
de Energia Ltda.
15
(B) 2
(B)
(B)
Parnaba
Comercializadoras
income
statement and cash flow projections have
been incorporated into Parnaba IV.
(B)
Book value
(A)
Book value
(A)
Book value
(A)
Book value
SPE Ventos
Parnaba Gs Natural
S.A.
1 Adjusted
2 Adjusted
16
Book value
Book value
Book value
Book value
Book value
Book value
Book value
Book value
(A)
(A)
(A)
(A)
(A)
(A)
(A)
(A)
DCF
according to Eneva Participaes JR stake

according to Parnaba Participaes stake
50
Valuation
Income statement
We present, below, Parnaba IIIs projected income statement:

Parnaba III - Incom e Statem ent
R$ MM
Gross Revenues
Deductions
Net revenues
2015
334.42
(6.65)
327.77
2016
401.27
(11.07)
390.20
2017
274.86
(7.55)
267.32
2018
218.14
(7.70)
210.45
2019
241.13
(2.39)
238.74
2020
254.40
(8.43)
245.97
2021
268.39
(8.89)
259.49
2022
283.15
(9.38)
273.77
2023
298.72
(9.90)
288.82
2024
315.15
(10.45)
304.71
2025
332.49
(10.60)
321.89
2026
350.77
(11.63)
339.14
2027
370.07
(12.28)
357.78
2028
390.42
(13.33)
377.09
(273.4)
(298.83)
(207.42)
(147.33)
(228.28)
(174.21)
(183.78)
(193.88)
(204.54)
(215.78)
(232.21)
(240.15)
(253.22)
(267.57)
EBITDA
54.33
91.37
59.90
63.11
10.46
71.76
75.71
79.88
84.28
88.93
89.68
99.00
104.57
109.52
EBITDA Margin
Depreciation/Amortization
EBT
IR & CS
EBT %
Net Incom e
0.17
(8.03)
46.30
(2.57)
-0.06
43.73
0.23
(8.44)
82.93
(6.33)
-0.08
76.60
0.22
(8.44)
51.45
(3.49)
-0.07
47.97
0.30
(8.44)
54.67
(3.81)
-0.07
50.86
0.04
(8.44)
2.02
0.00
2.02
0.29
(8.44)
63.32
(4.32)
-0.07
58.99
0.29
(8.44)
67.27
(4.87)
-0.07
62.40
0.29
(8.44)
71.44
(5.31)
-0.07
66.13
0.29
(8.44)
75.84
(5.80)
-0.08
70.04
0.29
(8.44)
80.48
(27.16)
-0.34
53.33
0.28
(8.44)
81.24
(27.42)
-0.34
53.82
0.29
(8.44)
90.55
(30.79)
-0.34
59.77
0.29
(8.44)
96.13
(32.68)
-0.34
63.44
0.29
(8.44)
101.08
(34.37)
-0.34
66.71
2029
411.89
(14.47)
397.42
2030
434.55
(11.10)
423.45
2031
458.45
(16.95)
441.50
2032
483.66
(18.29)
465.37
2033
510.26
(19.71)
490.56
2034
538.33
(21.20)
517.13
2035
567.93
(22.77)
545.16
2036
599.17
(23.83)
575.34
2037
632.13
(26.19)
605.94
2038
666.89
(28.04)
638.86
2039
703.57
(29.99)
673.58
2040
742.27
(32.04)
710.22
2041
783.09
(23.71)
759.38
2042
826.16
(36.50)
789.66
(282.30)
(347.35)
(314.25)
(331.55)
(349.80)
(369.06)
(389.38)
(417.39)
(433.45)
(457.31)
(482.49)
(509.06)
(650.68)
(566.66)
EBITDA
115.12
76.10
127.25
133.82
140.75
148.06
155.78
157.96
172.49
181.55
191.09
201.17
108.70
223.00
EBITDA Margin
EBT
IR & CS
EBT %
Net Incom e
0.29
(8.44)
106.67
(36.27)
-0.34
70.41
0.18
(8.03)
68.07
(23.15)
-0.34
44.93
0.29
(8.03)
119.22
(40.54)
-0.34
78.69
0.29
(8.03)
125.79
(42.77)
-0.34
83.02
0.29
(8.03)
132.73
(45.13)
-0.34
87.60
0.29
(8.03)
140.04
(47.61)
-0.34
92.42
0.29
(8.03)
147.75
(50.23)
-0.34
97.51
0.27
(8.03)
149.93
(50.98)
-0.34
98.95
0.28
(8.03)
164.47
(55.92)
-0.34
108.55
0.28
(8.03)
173.52
(59.00)
-0.34
114.52
0.28
191.09
(64.97)
-0.34
126.12
0.28
201.17
(68.40)
-0.34
132.77
0.14
108.70
(36.96)
-0.34
71.75
0.28
223.00
(75.82)
-0.34
147.18
Total costs
Parnaba III - Incom e Statem ent

R$ MM
Gross Revenues
Deductions
Net revenues
Total costs
51
Valuation
Cash flow
We present, below, Parnaba IIIs projected cash flow:

Parnaba III - Free Cash Flow to Firm
R$ MM
Net incom e
Depreciation
Capex
Changes in WC
Discount Factor
Discount rate
Discount period
Discounted cash flow
2015
43.73
8.03
(5.81)
13.72
59.66
2016
76.60
8.44
(0.40)
(4.22)
80.42
2017
47.97
8.44
(0.00)
2.63
59.04
2018
50.86
8.44
(1.22)
58.09
2019
2.02
8.44
7.60
18.06
2020
58.99
8.44
(8.30)
59.14
2021
62.40
8.44
(0.36)
70.48
2022
66.13
8.44
(0.38)
74.20
2023
70.04
8.44
(0.40)
78.08
2024
53.33
8.44
(0.42)
61.35
2025
53.82
8.44
0.13
62.39
2026
59.77
8.44
(1.04)
67.17
2027
63.44
8.44
(0.51)
71.38
2028
66.71
8.44
(0.41)
74.74
13.83%
0.50
55.92
13.83%
1.50
66.22
13.83%
2.50
42.70
13.83%
3.50
36.91
13.83%
4.50
10.08
13.83%
5.50
29.00
13.83%
6.50
30.36
13.83%
7.50
28.08
13.83%
8.50
25.96
12.48%
9.50
20.08
12.48%
10.50
18.15
12.48%
11.50
17.37
12.48%
12.50
16.41
13.60%
13.50
13.36
Parnaba III - Free Cash Flow to Firm

R$ MM
Net incom e
Depreciation
Capex
Changes in WC
2029
70.41
8.44
(0.49)
78.36
2030
44.93
8.03
5.70
58.66
2031
78.69
8.03
(6.76)
79.96
2032
83.02
8.03
(0.57)
90.48
2033
87.60
8.03
(0.60)
95.02
2034
92.42
8.03
(0.64)
99.81
2035
97.51
8.03
(0.67)
104.87
2036
98.95
8.03
0.11
107.10
2037
108.55
8.03
(1.57)
115.00
2038
114.52
8.03
(0.79)
121.76
2039
126.12
(0.83)
125.29
2040
132.77
(0.88)
131.89
2041
71.75
13.34
85.08
2042
147.18
(15.24)
131.94
Discount Factor
Discount rate
Discount period
0.14
14.50
12.33
0.14
15.50
8.13
0.14
16.50
9.75
0.14
17.50
9.71
0.14
18.50
8.98
0.14
19.50
8.30
0.14
20.50
7.68
0.14
21.50
6.90
0.14
22.50
6.52
0.14
23.50
6.08
0.14
24.50
5.51
0.14
25.50
5.10
0.14
26.50
2.90
0.14
27.50
3.96
52
Valuation
Eneva Participaes: Parnaba III
Valuation
We present, below, Parnaba IIIs Valuation:

Parnaba III - Equity Value
R$ MM
Sum of discounted cash flow
Balance sheet adjustm ents
Cash and equivalents
Inventory
Intercompany loan to Parnaba
Debt and financing
Energy acquisition
Intercompany debt
Fiscal contingency
Equity Value
Equity Value @70%
512.43
(78.82)
14.10
3.85
68.15
(120.00)
(6.92)
(34.75)
(3.25)
433.62
303.53
53
Valuation
Income statement
We present, below, Parnaba IVs projected income statement:

Parnaba IV - Incom e Statem ent
R$ MM
Gross Revenues
Deductions
Net revenues
2015
63.56
(2.37)
61.19
2016
67.73
(2.58)
65.15
2017
75.35
(3.71)
71.64
2018
79.50
(4.66)
74.84
2019
83.87
(5.56)
78.31
2020
88.49
(5.87)
82.62
2021
93.35
(6.19)
87.17
2022
98.49
(6.52)
91.96
2023
103.90
(6.88)
97.02
2024
109.62
(7.26)
102.36
2025
115.65
(7.65)
107.99
2026
122.01
(8.07)
113.94
2027
128.72
(8.51)
120.21
2028
135.80
(9.00)
126.80
2029
143.27
(9.49)
133.78
(46.84)
(49.12)
(48.36)
(47.98)
(49.75)
(52.51)
(55.43)
(58.50)
(61.75)
(65.18)
(68.77)
(72.59)
(76.62)
(80.59)
(85.10)
EBITDA
14.35
16.03
23.29
26.86
28.56
30.11
31.74
33.46
35.27
37.19
39.22
41.35
43.59
46.20
48.67
EBITDA Margin
EBT
IR & CS
EBT %
Net Incom e
0.23
(6.45)
7.90
0.00
7.90
0.25
(6.61)
9.42
0.00
9.42
0.33
(6.61)
16.68
(0.60)
-0.04
16.08
0.36
(6.61)
20.25
(0.95)
-0.05
19.30
0.36
(6.61)
21.95
(1.10)
-0.05
20.85
0.36
(6.61)
23.50
(1.24)
-0.05
22.26
0.36
(6.61)
25.13
(1.39)
-0.06
23.75
0.36
(6.61)
26.85
(1.54)
-0.06
25.31
0.36
(6.61)
28.66
(1.70)
-0.06
26.96
0.36
(6.61)
30.58
(4.84)
-0.16
25.74
0.36
(6.61)
32.61
(11.01)
-0.34
21.60
0.36
(6.61)
34.74
(11.81)
-0.34
22.93
0.36
(6.61)
36.98
(12.57)
-0.34
24.40
0.36
(6.61)
39.59
(13.46)
-0.34
26.13
0.36
(6.61)
42.06
(14.30)
-0.34
27.76
2030
151.15
(10.01)
141.14
2031
159.46
(10.56)
148.90
2032
168.23
(11.14)
157.09
2033
177.48
(11.75)
165.73
2034
187.25
(12.44)
174.80
2035
197.54
(13.12)
184.42
2036
208.41
(13.84)
194.57
2037
219.87
(14.60)
205.27
2038
231.96
(15.41)
216.56
2039
244.72
(16.25)
228.47
2040
258.18
(17.14)
241.04
2041
272.38
(18.08)
254.30
2042
287.36
(19.07)
268.29
2043
303.17
(20.12)
283.05
(89.80)
(94.74)
(99.97)
(105.49)
(110.82)
(116.94)
(123.39)
(130.20)
(137.36)
(144.94)
(152.93)
(161.37)
(170.27)
(179.66)
51.34
54.16
57.12
60.25
63.98
67.48
71.18
75.07
79.20
83.53
88.11
92.93
98.02
103.39
0.36
(6.45)
44.89
(15.21)
-0.34
29.68
0.36
(6.45)
47.71
(16.17)
-0.34
31.54
0.36
(6.45)
50.67
(17.17)
-0.34
33.50
0.36
(6.45)
53.80
(18.24)
-0.34
35.56
0.37
(6.45)
57.53
(19.51)
-0.34
38.03
0.37
(6.45)
61.03
(20.70)
-0.34
40.34
0.37
(6.45)
64.73
(21.95)
-0.34
42.77
0.37
(6.45)
68.62
(23.28)
-0.34
45.34
0.37
(6.45)
72.75
(24.68)
-0.34
48.07
0.37
(6.45)
77.09
(26.15)
-0.34
50.93
0.37
88.11
(27.71)
-0.31
60.40
0.37
92.93
(29.35)
-0.32
63.58
0.37
98.02
(31.08)
-0.32
66.94
0.37
103.39
(32.90)
-0.32
70.48
Total costs
Parnaba IV - Incom e Statem ent

R$ MM
Gross Revenues
Deductions
Net revenues
Total costs
EBITDA
EBITDA Margin
EBT
IR & CS
EBT %
Net Incom e
54
Valuation
Cash flow
We present, below, Parnaba IVs projected cash flow:

Parnaba IV - Free Cash Flow to Firm
R$ MM
Net incom e
Depreciation
Capex
Changes in WC
2015
7.90
6.45
(2.25)
6.21
18.32
2016
9.42
6.61
(0.00)
(0.18)
15.86
2017
16.08
6.61
(0.00)
(0.90)
21.78
2018
19.30
6.61
(0.45)
25.47
Discount Factor
Discount rate
Discount period
13.83%
0.50
17.17
13.83%
1.50
13.05
13.83%
2.50
15.75
13.83%
3.50
16.18
2019
20.85
6.61
(0.19)
27.28
2020
22.26
6.61
(0.15)
28.72
2021
23.75
6.61
(0.16)
30.19
2022
25.31
6.61
(0.17)
31.75
2023
26.96
6.61
(0.18)
33.39
2024
25.74
6.61
(0.19)
32.16
2025
21.60
6.61
(0.20)
28.01
2026
22.93
6.61
(0.21)
29.33
2027
24.40
6.61
(0.22)
30.79
2028
26.13
6.61
(0.27)
32.47
2029
27.76
6.61
(0.24)
34.13
13.83% 13.83%
4.50
5.50
15.23
14.08
13.83%
6.50
13.01
13.83%
7.50
12.01
13.83%
8.50
11.10
12.48%
9.50
10.52
12.48%
10.50
8.15
12.48%
11.50
7.59
12.48%
12.50
7.08
12.48%
13.50
6.64
13.60%
14.50
5.37
Parnaba IV - Free Cash Flow to Firm

R$ MM
Net incom e
Depreciation
Capex
Changes in WC
2030
29.68
6.45
(0.26)
35.87
2031
31.54
6.45
(0.28)
37.71
2032
33.50
6.45
(0.29)
39.65
2033
35.56
6.45
(0.31)
41.70
2034
38.03
6.45
(0.39)
44.09
2035
40.34
6.45
(0.35)
46.44
2036
42.77
6.45
(0.37)
48.86
2037
45.34
6.45
(0.39)
51.41
2038
48.07
6.45
(0.41)
54.11
2039
50.93
6.45
(0.43)
56.95
2040
60.40
(0.45)
59.94
2041
63.58
(0.48)
63.10
2042
66.94
(0.51)
66.43
2043
70.48
(0.53)
69.95
Discount Factor
Discount rate
Discount period
13.60%
15.50
4.97
13.60%
16.50
4.60
13.60%
17.50
4.26
13.60%
18.50
3.94
13.60%
19.50
3.67
13.60%
20.50
3.40
13.60%
21.50
3.15
13.60%
22.50
2.92
13.60%
23.50
2.70
13.60%
24.50
2.50
13.60%
25.50
2.32
13.60%
26.50
2.15
13.60%
27.50
1.99
13.60%
28.50
1.85
55
Valuation
Valuation
We present, below, Parnaba IVs Valuation:

Parnaba IV ( 1) - Equity Value
R$ MM
Sum of discounted cash flow s
Balance sheet adjustm ents
Inventory
Intercompany loan
Intercompany debt
Tradings cash and equivalents
Tradings account receivables
Tradings taxes recoverable
Tradings energy acquisition
Tradings Intercompany debt
Equity Value
Equity Value @70%
217.34
(166.60)
0.33
0.22
18.88
(173.30)
4.58
10.43
5.61
(6.05)
(27.32)
50.73
35.51
( 1) The valuation considers Parnaba

Comercializadora w ithin its projection
56
Valuation
Eneva Participaes Judicial Recovery: Parnaba Participaes
Parnaba Participaes sum of the parts
We present, below, Parnaba Participaes sum of the parts:

Parnaba Participaes - Equity Value
R$ MM
Parnaba III Equity Value @70%
Parnaba IV and Trading Equity Value @70%
Parnaba Holding Adjustm ents
303.53
35.51
37.29
0.25
Taxes recoverable
1.51
Intercompany loan
29.85
Afac
Taxes payable
Account payable
Equity Value
Equity Value @ 50%
7.20
(1.35)
(0.17)
376.34
188.17
57
Valuation
PGN
Income Statement
We present, below, PGNs projected income statement:

PGN - Incom e Statem ent
R$ MM
Gross revenues
Deductions
Net revenues
Costs
Gross profit
Expenses
EBITDA
EBITDA margin
EBT
% EBT
Net incom e
2015
609.22
(97.46)
511.76
(46.38)
465.39
(92.01)
373.38
72.96%
(150.20)
223.18
(56.70)
-25.41%
166.48
2016
738.25
(136.92)
601.34
(52.44)
548.90
(88.56)
460.34
76.55%
(144.21)
316.13
(73.18)
-23.15%
242.94
2017
791.07
(140.21)
650.87
(55.79)
595.08
(66.83)
528.25
81.16%
(135.20)
393.05
(92.04)
-23.42%
301.01
2018
629.02
(107.27)
521.75
(81.79)
439.97
(51.96)
388.01
74.37%
(113.39)
274.63
(65.58)
-23.88%
209.04
2019
703.28
(122.28)
581.00
(72.85)
508.15
(44.66)
463.49
79.77%
(108.38)
355.11
(84.61)
-23.83%
270.50
2020
743.19
(131.08)
612.11
(76.40)
535.71
(33.54)
502.18
82.04%
(104.57)
397.61
(94.78)
-23.84%
302.82
2021
784.24
(139.18)
645.05
(86.12)
558.93
(31.55)
527.39
81.76%
(95.91)
431.48
(102.85)
-23.84%
328.63
2022
827.56
(163.73)
663.84
(100.51)
563.32
(30.02)
533.30
80.34%
(96.00)
437.31
(104.23)
-23.83%
333.08
2023
873.23
(181.18)
692.05
(88.71)
603.34
(31.67)
571.67
82.61%
(96.08)
475.59
(113.34)
-23.83%
362.25
2024
921.42
(194.19)
727.22
(93.46)
633.77
(33.41)
600.35
82.55%
(96.15)
504.20
(171.43)
-34.00%
332.77
2025
972.25
(204.78)
767.46
(98.47)
668.99
(35.25)
633.75
82.58%
(105.92)
527.83
(179.46)
-34.00%
348.37
2028
984.04
(198.51)
785.53
(114.54)
670.99
(40.71)
630.28
80.24%
(92.62)
537.66
(182.81)
-34.00%
354.86
2029
1,014.24
(200.85)
813.39
(120.33)
693.06
(35.60)
657.46
80.83%
(82.10)
575.36
(195.62)
-34.00%
379.73
2030
1,069.94
(212.13)
857.81
(126.83)
730.98
(24.68)
706.31
82.34%
(82.12)
624.19
(212.22)
-34.00%
411.96
2031
1,128.91
(224.04)
904.88
(133.68)
771.19
(26.03)
745.17
82.35%
(82.13)
663.03
(225.43)
-34.00%
437.60
2032
1,191.22
(236.62)
954.60
(140.49)
814.11
(27.46)
786.65
82.41%
(82.16)
704.49
(239.53)
-34.00%
464.97
2033
312.82
(97.78)
215.03
(69.72)
145.32
(20.48)
124.84
58.05%
(35.86)
88.97
(30.25)
-34.00%
58.72
2034
330.27
(103.73)
226.54
(67.30)
159.23
(16.51)
142.72
63.00%
(33.05)
109.67
(37.29)
-34.00%
72.38
2035
345.87
(109.38)
236.49
(70.92)
165.57
(14.36)
151.21
63.94%
(31.27)
119.93
(40.78)
-34.00%
79.16
2036
121.70
(55.53)
66.17
(26.13)
40.04
(13.32)
26.72
40.38%
(10.43)
16.29
(5.54)
-34.00%
10.75
2037
N.a.
N.a.
-
2038
N.a.
N.a.
-
2026
1,025.65
(214.06)
811.59
(103.75)
707.83
(37.18)
670.65
82.63%
(102.90)
567.75
(193.04)
-34.00%
374.72
2027
1,078.12
(216.71)
861.42
(119.99)
741.43
(39.23)
702.20
81.52%
(100.01)
602.19
(204.74)
-34.00%
397.44
PGN - Incom e Statem ent

R$ MM
Gross revenues
Deductions
Net revenues
Costs
Gross profit
Expenses
EBITDA
EBITDA margin
EBT
% EBT
Net incom e
2039
2040
7.32
7.32
(158.17)
(150.85)
(150.85)
N.a. -2062.16%
(150.85)
N.a.
0.00%
(150.85)
58
Valuation
PGN
Cash Flow
We present, below, PGNs projected cash flow:

PGN - Cash flow
R$ MM
Net income
Changes in WC
Capex
Free cash flow to firm
2015
166.48
150.20
(8.77)
(473.74)
(165.83)
2016
242.94
144.21
(18.81)
(333.06)
35.29
2017
301.01
135.20
(20.65)
(220.83)
194.73
2018
209.04
113.39
40.22
(186.79)
175.86
2019
270.50
108.38
(24.41)
(101.44)
253.03
2020
302.82
104.57
(11.55)
(92.16)
303.69
2021
328.63
95.91
(11.65)
412.89
2022
333.08
96.00
(7.79)
421.29
2023
362.25
96.08
(13.14)
445.19
2024
332.77
96.15
(10.29)
418.64
2025
348.37
105.92
(7.69)
(87.11)
359.48
2026
374.72
102.90
(11.29)
(90.15)
376.18
2027
397.44
100.01
(9.00)
(86.70)
401.75
Discount factor
Discount rate
Discount period
0.15
0.50
(154.54)
0.15
1.50
28.56
0.15
2.50
136.88
0.15
3.50
107.35
0.15
4.50
134.15
0.15
5.50
139.83
0.15
6.50
165.11
0.15
7.50
146.31
0.15
8.50
134.28
0.15
9.50
114.84
0.15
10.50
86.06
0.15
11.50
78.60
0.15
12.50
73.25
2028
354.86
92.62
22.01
(89.72)
379.77
2029
379.73
82.10
(10.41)
451.43
2030
411.96
82.12
(14.37)
479.71
2031
437.60
82.13
(12.54)
507.20
2032
464.97
82.16
(13.34)
533.79
2033
58.72
35.86
196.01
290.59
2034
72.38
33.05
(5.54)
99.89
2035
79.16
31.27
(3.46)
106.97
2036
10.75
10.43
44.62
65.80
2037
21.20
21.20
0.15
13.50
60.43
0.15
14.50
62.69
0.15
15.50
58.14
0.15
16.50
53.65
0.15
17.50
49.27
0.15
18.50
23.41
0.15
19.50
7.02
0.15
20.50
6.56
0.15
21.50
3.52
0.15
22.50
0.99
PGN - Cash flow

R$ MM
Net income
Changes in WC
Capex
Free cash flow to firm
Discount factor
Discount rate
Discount period
2038
-
0.15
23.50
-
2039
-
0.15
24.50
-
2040
(150.85)
32.87
(117.98)
0.15
25.50
(3.66)
59
Valuation
PGN
Valuation
We present, below, PGNs Valuation:

PGN - Equity value
R$ MM
Sum of discounted cash flow s
Adjustm ents
Cash and cash equivalent
Restricted cash
Loans
Partners accounts receivable
Deferred taxes
Equity value
1,512.70
(478.63)
130.53
9.83
(721.85)
18.15
84.71
1,034.08
60
Valuation
Conclusion
Summary of Results
Based on the scope of our report, and subject to the assumptions, restrictions, and limitations described herein, we have estimated the fair value of Eneva
Participaes and PGN as of December, 2014 as presented below.
Eneva Participaes S.A. in Judicial Recovery
PGN
17.76
1,512.70
317.26
82.68
18.65
(478,63)
1,034.08
R$ MM
R$ mm
46.41
188.17
151.77
Parnaba III Parnaba IV
* Detailed on appendix III
Parnaba
Eneva
Parnaba
Sum of the
Eneva
ParticipaesParticipaes Book Values ParticipaesParticipaes
adjsutments
Holding
in Judicial
Adjustments Recovery
Eneva Participaes in Judicial Recovey| Valuation interval
Equity Value
Bottom
(-5%)
Central
Up p er
(-5%)
302.15
317.26
332.36
Eneva Participaes in Judicial Recovery valuation, as at December

31, 2014, ranges from R$ 302.1 million to R$ 332.4 million. The valuation
of E.ONs stake in Eneva Participaes in JR (50,0%) ranges from R$
151.1 million to R$ 166.2 million.
The valuation methodology applied for the operational subsidiaries was
the discounted cash flow approach (presented on pages 51 to 57). As
for the non-operational and pre-operational subsidiaries, the applied
methodology has been the cost approach, which considers the book value
of shareholders equity (presented on page 71).
PGN
Enterprise
value
Adjustments
PGN Equity
value
PGN | Valuation interval
Equity Value
Bottom
(-5%)
Central
Up p er
(-5%)
984.96
1,034.08
1,083.20
PGNs valuation, as at December 31, 2014, ranges from R$ 985.0 million

to R$ 1,083.2 million. The valuation of E.ONs stake in PGN (9,09%)
ranges from R$ 89.5 million to R$ 98.5 million.
The valuation methodology applied, in order to determined the value of
PGN, was the discounted cash flow method (presented on pages 58 to
60) .
61
Valuation
Conclusion (cont.)
In providing its services, KPMG relied on information provided by Eneva RJs and E.ONs Management and discussions with your employees or other
representatives, and KPMG is not responsible for independently verifying any information publicly available or supplied to it in the preparation of this report.
KPMG does not express an opinion on the reliability of the information presented above, and determines that any errors, changes or modifications of such
information could significantly affect the findings of KPMG. Based on the terms of our proposal, data processing and information does not imply acceptance or
certification of these as true by KPMG.
During the course of our work, KPMG performed testing procedures as needed. However, we emphasize that our evaluation work did not constitute an audit of
financial statements or other information submitted to us by the Eneva RJs and E.ONs Management and should not be treated as such.
Neither KPMG nor the Eneva RJs or E.ONs Management can ensure that future results will meet projected results, due to unforeseen external or internal
factors.
We emphasize that a full understanding of this report and its conclusion is only possible through its complete reading. Thus, one should not draw conclusions by
reading just part of it.
It is imperative to point out that this version of the valuation report is a free translation from Portuguese to English; therefore, in case of discrepancies between
the report in Portuguese sent on April 13, 2015 and the free translation report, the former shall prevail in all matters.
62
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
63
Appendix I
Curricula vitae
Name
Position
Claudio Roberto de Leoni Ramos
Sector of expertise
Partner, Advisory - Corporate Finance

BS degree in Mechanical Engineering from the School of Technology at the University of Braslia, Brazil.
MBA degree in Finance, Economics and International Business from New York Universitys Leonard N. Stern School of Business
and Universit Commerciale Luigi Bocconi, Milan.
Claudio has been a professor for Corporate Finance classes in the Executive MBA of FAAP University in So Paulo.
Passed CFA Level 1 exam in 2009.
Claudio is a board member of Enactus Brazil (http://enactus.org/country/brazil/).
Head of Transactions & Restructuring (T&R) for KPMG Brazil and South America and the leader for High Growth Markets for the
KPMG Global T&R Leadership Team. Cludio has worked in corporate finance/investment banking since 1993. His experience
encompasses equity research, cross-border private placements, company valuations and merger and acquisitions advisory work.
He has been advising clients on mergers and acquisitions and valuations since 1994. His industry experience encompasses
industrial companies, financial institutions, food and beverage, mining and automotive. He is the representative for Latin America in
KPMGs Global Valuations Committee and one of the seven members of the Global Valuations Leadership Team. Hes the lead
partner of the Valuations Group in KPMG Brazil.
Financial institutions, mining, services, insurance, foods and beverages
Name
Paulo Guilherme de Menezes Coimbra
Position
Partner, Corporate Finance (M&A), Rio de Janeiro Brazil.
Qualifications
Graduated in Production Engineering in Universidade Federal do Rio de Janeiro - UFRJ (1996)

Specialization in Corporate Finance in the Brazilian Institute of Capital Markets (IBMEC - 1997)
Executive Program on Business Management Fundao Dom Cabral, Rio de Janeiro 2012
Experience
Throughout 15 years of experience, he has participated in a wide range of activities, including: financial advisory to clients in
mergers and acquisitions, privatizations and offerings.
Before joining KPMG Brazil he worked at Acar Guarani (one of the largest Sugar and Ethanol Company in Brazil) and was the
CFO at Cimentos Liz (one the largest cement group in Brazil).
Sector of experience
Electricity, Oil and Gas, Sugar and Alcohol. Agriculture, Financial Sevices and Consumer Goods
Qualifications
Experience
64
Appendix I (cont.)
Curricula vitae
Name
Position
Augusto Sales
Sector of expertise
Partner, Advisory Global Strategy Group

Brazil CPA
MBA, IBMEC Business School, Rio de Janeiro
BA, Accounting, Universidade Federal Fluminense (UFF), Rio de Janeiro
Augusto is responsible for leading the KPMGs Strategy Group in Brazil. He has over 20 years of experience in strategy and
financial advisory to clients in strategy and business development exercises, mergers and acquisitions, privatizations and offerings.
On the transaction space, he has provided strategy advice, market entry, target identification, strategic, financial and business due
diligence on numerous cross-border transactions for both domestic/international and financial/strategic buyers in large and complex
deals.
Before joining the Transaction Services group in Brazil he worked in New York advising companies going public in the US market
(NYSE) and served the Brazilian Desk advising clients with interest in Brazil.
Power Generation, Transmission and Distribution, Mining and Metals, Oil & Gas spaces.
Name
Rben Palminha
Position
Senior Manager, KPMG Corporate Finance, Rio de Janeiro Brazil.
Qualifications
Postgraduate degree in Finance, with specialization in Corporate Finance INDEG-IUL, (Lisbon, Portugal)
Specialization in Finance INDEG-IUL (Lisbon, Portugal)
Graduate in Finance ISCTE-IUL (Lisbon, Portugal)
Experience
He joined KPMG Corporate Finance in 2006. Since then, Rben has participated in Energy and Infrastructure projects in various
countries, assisting Public and Private entities, accumulating skills in Project Finance, PPP Projects, M&A and Valuations.
Qualifications
Experience
Since December 2014, Rben is based in the Rio de Janeiro office.
Energy and Infrastructure
65
Appendix I (cont.)
Curricula vitae
Name
Fabiano Goulart Delgado
Position
Manager, Corporate Finance, KPMG Curitiba - Brazil
Qualifications
Specialization in Controllership at UFPR-PR

Graduated in Economics at UFMS-MS
Experience
Has more than 7 years of experience in KPMG, ample experience in M&A services, and preparation of business plans and
valuations. In addition, Fabiano has developed several financial models and evaluated various intangible assets within Purchase
Price Allocation exercises.
Banking, real estate, power, agribusiness, foods and beverages, retail and logistic.
66
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
67
Appendix II
Balance Sheet | PGN
Balance Sheet - PGN

R$ MM
Assets
Current
Cash and cash equivalents
Account receivables
Restricted Deposits
Tax and contribuition receivables
Loans and financing from related parties
Related parties account receivables
Other credits and prepaid expenses
Non Current
Supplies and consumables
Restricted Deposits
Tax and contribuition receivables
Deferred tax and contribuition
Fixed Assets
Intangible
Total assets
Balance Sheet - PGN

31/12/2013 31/12/2014
5.01
112.49
14.39
102.57
5.00
130.53
108.55
6.03
63.36
42.21
18.15
15.85
39.79
7.15
117.07
942.32
12.81
1,358.59
32.47
3.80
84.71
978.31
19.06
1,503.03
R$ MM
Liabilities
Current
Suppliers
Income tax
Payroll
Loans and financing
Account payables w ith related parties
Other account payables
Non Current
Loans and financing
Provisions for retirement obligations
Shareholders Equity
Social Capital
Retained investments
Retained earnings
Total liabilities and shareholder equity
31/12/2013 31/12/2014
292.77
17.94
4.04
628.59
183.92
7.06
68.57
368.59
(212.89)
1,358.59
80.32
43.28
17.02
33.46
7.01
6.53
730.60
57.37
618.59
8.88
(100.03)
1,503.03
68
Appendix II
Balance Sheet | Eneva Participaes Judicial Recovery
Balance Sheet - Eneva Participaes RJ *
Balance Sheet - Eneva Participaes RJ *

R$ MM
Assets
Current
Cash
Diverse Credits
Inventory
Restricted Deposits
Prepaid Expenses
Non Current
Long term asset
AFAC
Investments
Fixed assets
Intagible
Total assets
* Non audited
31/12/2014
11.27
95.55
24.37
0.00
0.00
107.19
1.00
137.28
19.01
25.83
421.50
R$ MM
Passivo
Current
Suppliers
Payroll
Tax, rates and contribuitions
Others
Non-current
Long term liabilities
Shareholders' equity
Social Capital
Capital reserve
Patrimonial adjustment reserve
AFCI
Retained earnings or loss
Year profit
Total liabilities and shareholders' equity
* Non audited
31/12/2014
55.31
1.40
10.65
5.42
126.76
266.76
62.00
1.00
25.75
(62.42)
(71.14)
421.50
69
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
70
Appendix III
Book value
Book value of the non-operational and pre-operational companies

Equity Value at 100%
Company
(R$ MM)
4
Seival Participaes S.A
39.49
Seival Gerao de Energia Ltda. (1)
Au II Gerao de Energia S.A.
UTE Porto do Au S.A.
Sul Gerao de Energia Ltda.
Eneva Comercializadora de Comb. Ltda.
Eneva Solar Empreendimentos Ltda.
Au III Gerao de Energia Ltda.
Tau Gerao de Energia Ltda. (2)
Eneva Comercializadora de Energia S.A.
SPE Ventos
5
6
7
8
10
11
12
13
14
15
16
Eneva Participaes
Stake (%)
Adjusted Equity Value

(R$ MM)
50%
19.75
50%
4.67
50%
2.34
44.00
50%
22.00
0.22
50%
0.11
13.15
50%
6.57
(0.04)
100%
(0.04)
8.42
100%
8.42
2.52
100%
2.52
100%
19.54
100%
19.54
1.47
100%
1.47
(1) - Equity value is included within consolidation of Seival Participaes S.A.

(2) - Equity value is included within consolidation of Eneva Solar Empreendimentos Ltda.
71
Contents
Glossary
13
16
23
27
VI. Assumptions
32
IX. Valuation
49
63
67
70
72
72
Appendix IV
Discount rate
Parnaba III and Parnaba IV
Discount rate
Source:
During Sudene
After Sudene
After PPA renew al
(a)
3.4%
3.4%
3.4%
American inflation ("CPI")
(b)
2.0%
2.0%
2.0%
Long Term Brazilian inflation ("IPCA")
(c)
5.5%
5.5%
5.5%
(c) Long term Brazilian inflation Central Bank of Brazil
(d) = [1 + a] / [1 + b] * [1 + c] -1
6.9%
6.9%
6.9%
(e)
4.6%
4.6%
4.6%
Unleverage beta - setorial
(f)
0.57
0.57
0.57
D/E
(g)
78.0%
78.0%
78.0%
(g) Debt to Equity (sector) Bloomberg
Effective tax rate
(h)
15.3%
34.0%
34.0%
0.95
0.86
0.86
(h) Effective tax rate Tax effective rate applicable to the

company
RF - T-Bond 30 years - 2 years
RF Adjusted
Releverage beta
(i) = f * [1 + [g * [1 - h]]]
(a) Risk free rate Bloomberg

(b) USA CPI Economist Intelligence Unit
(e) Equity risk premium Damodaran
(f) Unleverage beta (sector) Bloomberg
Country risk premium - EMBI+ (CRP) - 2 y
(j)
2.18%
2.18%
2.18%
Size premium
(k)
1.98%
1.98%
1.98%
(j) Country risk premium J.P Morgan

(k) Size premium Ibbotson research
Alpha factor
(L)
0.00%
0.00%
2.00%
Re= d + [e * i] + j + k
15.4%
15.06%
17.06%
(m)
56.2%
56.2%
56.2%
(Re)
15.4%
15.1%
17.1%
(m) % Equity (sector) Bloomberg
(n)
43.8%
43.8%
43.8%
(n) % Debt (sector) Bloomberg
Effective tax rate
(h)
15.3%
34.0%
34.0%
(p) Cost of Debt CDI x 120%
Cost of debt after tax
(p)
11.8%
9.2%
9.2%
13.83%
12.48%
13.60%
CAPM nom inal R$

% Equity
CAPM nominal R$
% Debt
WACC nom inal R$
(L) Alpha factor Risk associated to PPA renewal
73
Appendix IV
Discount rate
PGN
Discount rate
Source:
(a) Risk free rate Bloomberg
During Sudene
After Sudene
(a)
3.4%
3.4%
(b) USA CPI Economist Intelligence Unit
American inflation ("CPI")
(b)
2.0%
2.0%
Long Term Brazilian inflation ("IPCA")
(c)
5.5%
5.5%
(c) Long term Brazilian inflation Central Bank of Brazil
(d) = (1 + a) / (1 + b) * (1 + c) -1
6.9%
6.9%
(e)
4.6%
4.6%
(f) Unleverage beta (sector) Bloomberg
Unleverage beta - setorial
(f)
0.98
0.98
(g) Debt to Equity (sector) Bloomberg
D/E
(g)
42.9%
42.9%
Effective tax rate
(h)
23.9%
34.0%
(i) = f * {1 + [g * (1 - h)]}
1.31
1.26
(j) Country risk premium J.P Morgan
RF - T-Bond 30 years - 2 years
RF Adjusted
Releverage beta
(e) Equity risk premium Damodaran
(h) Effective tax rate Tax effective rate applicable to the

company
Country risk premium - EMBI+ (CRP) - 2 y
(j)
2.18%
2.18%
(k) Size premium Ibbotson research
Size premium
(k)
1.98%
1.98%
(L) % Equity (sector) Bloomberg
Re = d + (e * i) + j + k
17.1%
16.9%
% Equity
(L)
70.0%
70.0%
(m) % Debt (sector) Bloomberg
% Debt
(m)
30.0%
30.0%
CAPM nom inal R$
Cost of debt before tax

Tax rate
Cost of debt after tax
WACC nom inal R$
(n)
13.9%
13.9%
(h)
23.9%
34.0%
(o) = n * (1 - h)
10.6%
9.2%
= Re * L + o * m
15.14%
14.58%
(n) Cost of Debt CDI x 120%
74
2015 KPMG Corporate Finance Ltda., a Brazilian limited liability company

operating in Brazil and a member firm of the KPMG network of independent
member firms affiliated with KPMG International Cooperative ("KPMG
International"), a Swiss entity. All rights reserved. Printed in Brazil.
The KPMG name, logo and cutting through complexity are registered
trademarks or trademarks of KPMG International Cooperative (KPMG
International).

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CORPORATE FINANCE

Eneva S.A. in Judicial Recovery

April 13, 2015

KPMG Corporate Finance Ltda.

To the Board of Directors of

April 13, 2015

Paulo Gulherme Coimbra

Within such context, E.ON SE (E.ON), through its subsidiary DD BRAZIL

The economic and financial valuation of Eneva Participaes JR was based on

The Client and E.ON, through its designated professionals, provided

The services rendered by KPMG were based on the following information

BAL ENEVA PARTIC_DEZ_2014.xls, Bdados_dez 2014.xlsx, MPX EON

Except when otherwise stated, in footnotes or specific references, all data,

The information herein presented, related to the Companies financial and

The shareholder structure and participation percentages of related/controlled

EON proposal dispatch 2015.03.18.xlsx capex and opex projection, related to

The services rendered by KPMG were based on the following information

We emphasize that the determination of the economic value of possible

Although the work on which this report is based was performed

The Companies shareholders have to perform their own analyses regarding

This report is to be solely used within the Transaction context, as herein

Valuations, in general, present significant degrees of subjectivity. Thus, there

II. Information about the appraiser

III. Information about the companies

IV. Market information overview

Appendix I Curricula vitae

Appendix II Balance Sheet

Appendix III Book Value

Appendix IV Discount Rates

Energy Free Market

Energy Regulated Market

Brazilian Electricity Regulator

Brazilian Petroleum National Agency

Central Bank of Brazil

Billion Cubic Meters

Business Monitor International

Commodities and Futures Stock Exchange

Brazilian Stock Exchange

Compounded Annual Growth Rate

Capital Asset Pricing Model

Energy Trading Contracts in the Free Market

Energy Sales in the regulated market

Energy Commercialization Chamber of Commerce

Contribution for Social Security Financing (Federal Tax Over Revenues)

Cost of Goods Sold

Country Risk Premium

Securities and Exchange Commission

Unitary Variable Cost

Depreciation and Amortization

Discounted Cash Flow

Earning Before Interest and Tax

Earnings Before Interest, Tax, Depreciation and Amortization

Earning Before Tax

Energy Information Administration

Economist Intelligence Unit

Emerging Market Bond Index

Brazilian Energy Research Entity

Equity Risk Premium

Exploration & Production

Gross Domestic Product

Gavio Branco Gasfield

Gavio Real Gasfield

Brazilian institute of Geography and Statistics

International Financial Reporting Standards