eneva corporate presentation ? september 2015

Corporate PresentationSeptember, 2015

The material that follows is a presentation of general background information about ENEVA S.A. and its subsidiaries (collectively, “ENEVA” or the “Company”) as of

the date of the presentation. It is information in summary form and does not purport to be complete. No representation or warranty, express or implied, is made

concerning, and no reliance should be placed on, the accuracy, fairness, or completeness of this information.

This presentation may contain certain forward-looking statements and information relating to ENEVA that reflect the current views and/or expectations of the

Company and its management with respect to its performance, business and future events. Forward looking statements include, without limitation, any statement

that may predict, forecast, indicate or imply future results, performance or achievements, and may contain words like “may”, “plan”, “believe”, “anticipate”,

“expect”, “envisages”, “will likely result”, or any other words or phrases of similar meaning. Such statements are subject to a number of risks, uncertainties and

assumptions. We caution you that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates

and intentions expressed in this presentation. In no event, neither the Company, any of its affiliates, directors, officers, agents or employees nor any of the

placement agents shall be liable before any third party (including investors) for any investment or business decision made or action taken in reliance on the

information and statements contained in this presentation or for any consequential, special or similar damages.

This presentation does not constitute an offer, or invitation, or solicitation of an offer, to subscribe for or purchase any securities.

Neither this presentation nor anything contained herein shall form the basis of any contract or commitment whatsoever.

Recipients of this presentation are not to construe the contents of this summary as legal, tax or investment advice and recipients should consult their own advisors

in this regard.

The market and competitive position data, including market forecasts, used throughout this presentation were obtained from internal surveys, market research,

publicly available information and industry publications. Although we have no reason to believe that any of this information or these reports are inaccurate in any

material respect, we have not independently verified the competitive position, market share, market size, market growth or other data provided by third parties or

by industry or other publications. ENEVA, the placement agents and the underwriters do not make any representation as to the accuracy of such information.

This presentation and its contents are proprietary information and may not be reproduced or otherwise disseminated in whole or in part without ENEVA’s prior

written consent.

Disclaimer

ENEVA Overview

1

Investment Thesis and Introduction

Large and diversified greenfield portfolio already licensed to supply future energy demand for Brazil

Prepared for growth opportunities

Negotiations with HoldCo creditors concluded through Judicial Recovery process: 60% debt reduction and remaining balance reprofiled

Parnaíba II start up postponed after balanced negotiation with Regulator, enabling dedicated gas supplier ramp up production

All power plants protected from hourly-based unavailability charges (ADOMP) by force of judicial decisions, recently confirmed by Regulator

HoldCo cost cutting initiatives on track already delivering approx. R$60 million/year in savings

Operations stabilization plan with positive results reducing plants downtime

Recent challenges tackled by clear and effective strategies

Fully operational coal and gas-fired fleet with a total capacity of 2.2GW

Operations backed-up by E.ON’s leading-edge technical expertise

Only private power generator in Brazil with access to onshore equity gas

Brazilian power company with a unique portfolio

4

A Brazilian thermal generator with asset exposure to energy fossil fuels (natural gas and coal)

ENEVA at a glance

2.2GW inflation-protected long-term PPAs

Long-term PPAs guarantee R$1.7 billion in annual inflation-

adjusted capacity payments

PPAs provide hedge against commodity price exposure

Integrated gas E&P assets supply ENEVA’s power plants

Competitive portfolio of licensed greenfield wind, coal and gas

fired capacity

Company description Geographic footprint

Amapari – 23MWDiesel-run in partnership with Eletronorte to supply mine pit (Currently under negotiation)

Itaqui – 360MWCoal-fired plant, strategically located in port area capturing logistics advantages

Natural Gas Exploratory

blocksOperated by PGN

(Cambuhy PE, ENEVA and E.ON partnership)

Contracted productionof 8.4MM m3/day

Pecém I II – 365MWCoal plant exploring site synergies with Pecém I (EDP)

Parnaíba Complex – 1.4GW4 gas-fired plants inaugurated the gas-to-wire concept in Brazil

Free Float (37.1%)

42.9%20.0%

Other

ENEVA ParticipaçõesENEVA/E.ONJoint Venture

50%

50%

BNDES

8.6%

EikeBatista

Controlling Block

28.5%

Solar Tauá – 1MW1st commercial solar plant in Brazil

Current ENEVA ownership structure

5

Judicial Recovery Process

2

No agreement reached with creditors, driving ENEVA holdings request Judicial

Recovery with the following purposes:

Enable to continue negotiation with lenders

Ring-fence projects’ operations and continuity

Sale of ENEVA’s interest in Pecém I to EDP for R$300MM: Opportunity to

release Company of future cash calls and build cash cushion for JR process

7

Judicial Recovery process (1)A fundamental path to tackle shot-term challenges and prepare ENEVA for a new phase

Background and initial situation

Operational and regulatory problems that affected the cash

of the operating companies controlled by the Company

High indebtedness at HoldCo: R$2.4bi

92% of HoldCo debt concentrated in short-term

Financial Stabilization Plan launched May 2014 aiming to:

Reduce HoldCo leverage;

Re-profile remaining debt;

Enhance liquidity; and

Also reduce HoldCo expenses

ST92%

LT8%

HoldCo Debt Profile (Dec 2014)

Intense negotiations w/ creditors throughout 2014 in order to implement the

Stabilization Plan. Support from main creditors but not a general consensus

Measures undertook

Preparing for a new phase

JR Plan approved by creditor on April, 30 and already homologated by Justice

with the following terms and conditions:

Mandatory debt haircut of 20%;

Mandatory debt-to-equity conversion of 40%;

Re-profile remaining debt in a single tranche:

o Amount: R$991MM

o Interest: CDI + 2.75% p.a. (Reais) or Libor + 0.0 p.a. (Foreign currency)

o Duration: 13 years

o Grace period: 4 years (Interest) + 8 years (Principal)

o Amortization: Custom, ramping up from 15% to 25% p.a.

Private capital increase with minimum amount of R$2.0bi and maximum amount

of R$3.6bi (debt, asset and cash contribution)

A new shareholding structure

From a shareholder-owned company to a possible corporation

E.ON remains as a relevant shareholder, based on its asset contribution

JR Plan approval and capital increase conclusion

will consolidate the financial stabilization of ENEVA

8

Judicial Recovery process (2)JR provides for a legal framework with a step by step sequence of events

JR process timetable

JR Plan approval by creditors and ratified by Court in just 87 courthouse work days

JR request

12/09/14

JR Requestapproved by Justice

12/16/14

JR Plan filed in Court

02/12/15 04/10/15

Creditor’s Meeting1st call

04/16/15 04/30/15

Adjusted JR Plan filed in Court

Creditor’s Meeting2nd call

JR Plan approval

ESM –Capital Increase Approval

JR Plan ratification by Court

05/12/15 08/26/15

Postponement of the maturity of the debt of Parnaíba II

09/03/15

Beginning of the Capital Increase

Initial Preemptive Rights Period

09/09/15

Next Steps

Subscription of Unsubscribed Shares

Capital increase confirmation

JR conclusion: Late 2016

4Q15

Plants overview

3

Capacity: 360MW

Fx. Rev.¹: R$336.7MM/year

CVU: R$111/MWh

Auction: A-5/2007

COD: Feb 2013

Itaqui

Capacity: 365MW

Fx. Rev.¹: R$302.1MM /year

CVU: R$116/MWh

Auction: A-5/2008

COD: Oct 2013

Pecém II

Coal generation portfolio overview725MW of installed capacity in full operation

10Note: (1) Fixed revenues are indexed to inflation index – IPCA (Database: Nov 2014)

Gas Treatment

Unit

Parnaíba II 2 GE GTs x 168,8MW+ 1 GE ST x 181MW

Parnaíba I4 GE GTs x 168,8MW

Parnaíba III1 GE GT x 168,8MW

+ 1 Wärtsilä GM x 7,3MWParnaíba IV

3 Wärtsilä GMs x 18MW

Capacity: 178MW

38% efficiency

Fix. Rev²: R$104.9MM/year

CVU: R$171/MWh

Auction: A-5/2008

COD: Dec 2013

Capacity: 676MW

37% efficiency


CVU: R$109/MWh

Auction: A-5/2008

COD: Apr 2013

Capacity: 518MW

51% efficiency


CVU: R$63/MWh

Auction: A-3/2011

Op. in substitution: Dec 2014

Capacity: 56MW

46% efficiency

Fix. Rev: R$54MM/year

CVU: R$69/MWh

Free market

COD: Dec 2013

Parnaíba IVParnaíba III¹Parnaíba I¹ Parnaíba II

Notes: (1) Bertin project developed by ENEVA; (2) Fixed revenues indexed to inflation index – IPCA (Database: Nov 2014)

Parnaíba Complex overviewA unique case in Brazil power generation sector with 910MW already in operation

11

Greenfield Portfolio

4

ParnaíbaComplex

Integrated to natural gas resources

Located in a tax-advantaged region

Ventos Wind Complex

Located in one Brazil’s best wind resource areas

Attractive load factor

Just 30km from grid connection

Land ownership assured

Açu (Coal + Gas)

Located at a port with a regasification terminal buildlicense

150km from Campos Basin natural gas accumulations

Environmental licensed to both coal and gas operations

Sul & Seival Integrated to the Seival Mine (proven reserves: 152 Mton)

Low operation costs

Power

supply-demand

unbalanced

Hydropower

concentrated

matrix

Spot prices at

historical highs

Demand for base-

load generation

Opportunities

for ENEVA’s

growth2 3 4 51

Sul727MW

ParnaíbaComplex2,166MW

Seival600MW

Açu2,100MW – Coal3,300MW – Natural Gas

Solar Tauá1MW

Ventos Wind Complex600MW

Seival MineLicense granted 152Mton in proven reserves

ENEVA’s greenfield portfolioAttractive licensed greenfield projects in various development stages

13

Part of Parnaíba II Agreement settled with Aneel in Nov 2014

Bottoming of open cycle gas turbines from Parnaiba I power

plant provides extra 360MW

Competitive project as no additional gas needed¹

Installation Environmental License issued

Plug and Play: 500kV electrical substation and water supply

already built

Known technology, original design of Parnaiba Generation

Complex done to enable modular expansion, leading to

efficient implementation and operation

o ENEVA recent experience in Parnaíba II combined-cycle plant at

neighboring site

Cost sharing efficiency (O&M, administrative, HSSE, spare

parts etc.) with Parnaíba Generation Complex make the project

even more competitive

Highlights Parnaíba Site

Bottoming #1 Bottoming #2

NOTE: (1) To enable expansion additional fuel mainly for PPA/contract harmonization and internal consumption

Parnaíba I: Closing of the cycleHighly competitive expansion to existing site

14

Annex I – Financial and Operational Performance

5

Itaqui

Financial and Operational Performance (1)

Coal-fired portfolio

16

EBITDA and EBITDA Mg.

Pecém II


Availability¹ Availability¹

COD: Feb/13 COD: Oct/13

Note: (1) Based on Company and ONS data

63%

83% 84%87%

74%77%

87%

73%

88%

74%

91% 92%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15

N.A. N.A. N.A.

80%

99%96%

77%

99%

89%

54%

100%93%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15 Jul-15 Aug-15

-95.3

-31.3 -5.9

24.2 36.1 20.1

112.1

-28.7

15.2 47.2

-20.3%

-6.2%

16.1%22.7%

14.7%

82.9%

-21.6%

9.8%

39.5%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

EBITDA Mg. EBITDA

-10.7 -6.1 -8.3

55.4

46.3

33.5

45.8

54.9

45.8

38.2

31.5%

23.9%

36.1% 35.8%32.8% 33.4%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

EBITDA Mg. EBITDA

Parnaíba I

17


Parnaíba III


Parnaíba IV


Not applicable due to energy trading structure

(Parnaíba IV – asset; and Parnaíba

Comercializadora – energy trading)

Financial and Operational Performance (2)

Gas-fired portfolio

Availability¹ Availability¹ Availability¹

COD: Apr/13 COD: Oct/13

Note: (1) Based on Company and ONS data

N.A. N.A. N.A. N.A.

99%

63%

91% 91%

68%

94%88%

98%96% 95% 97% 98% 99% 98%94%

86%81%

87%

79%

91%

N.A. N.A. N.A.

100%100%

80% 82%

69%

96%

89%

99%

78%

-5.9

28.2

58.8

32.044.8 50.3

20.3

65.6

48.254.4

27.7%

74.6%

16.7%20.3%

9.6%

28.1%

21.8%

28.5%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

EBITDA Mg. EBITDA

-30.9-20.0 -3.9

32.014.4

-8.4 -8.8

12.7 15.2 10.4

18.8%

-14.8%-15.9%

22.7%

18.7%21.1%

1Q13 2Q13 3Q13 4Q13 1Q14 2Q14 3Q14 4Q14 1Q15 2Q15

EBITDA Mg. EBITDA

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