ENEVA S.A.

CNPJ/MF n 04.423.567/0001-21
NIRE 33.3.0028402-8
Publicly Held Corporation
MINUTES OF BOARD OF DIRECTORS MEETING
HELD ON DECEMBER 9th 2014
1. DATE, TIME AND PLACE: On December 9th, 2014, at 15:00, at Praia do Flamengo 66,
9th floor, Zip Code 22.210-903, in the City of Rio de Janeiro, State of Rio de Janeiro.
2. CALL AND ATTENDANCE: The Board of Directors meeting was called pursuant to the
bylaws of ENEVA S.A. (Company) and applicable law and attended by the following
members of the Companys Board of Directors: Keith Plowman, Adriano Castello Branco
Gonalves, Luiz do Amaral de Frana Pereira, Jrgen Kildahl, Stein Dale and Luiz Fernando
Vendramini Fleury.
3. CHAIR: After the availability of the members of the Companys Board of Directors was
confirmed, Mr. Jrgen Kildahl, as Chairman, designated Mr. Rodrigo Beraldo to carry out the
duties of secretary.
4. AGENDA: Deliberate on (i) the envisaged sale of 100% of the Companys participating
interest in Porto do Pecm Gerao de Energia S.A.; (ii) the resignation of the members of
the Companys Officers Committee; and (iii) the election of its replacement.
5. DISCUSSIONS: The members of the Board of Directors resolved to approve,
unanimously and without restrictions:
(i)

The sale of 100% of the Companys participating interest in Porto do Pecm

Gerao de Energia S.A., and authorize the execution of the respective transaction
documents as per the main terms and conditions presented.
Moreover, the Board of Directors authorized the Officers of the Company to sign any
other contract or instrument related to the operation and take all necessary measures
for its conclusion.
(ii)

Approve the resignation of Mr. Fabio Hironaka Bicudo from the position of

Chief Executive Officer and Investor Relations Officer of the Company, and of Mr.
Frank Paul Possmeier from the position of Deputy Chief Executive Officer.
The members of the Board of Directors thanked Messrs. Bicudo and Possmeier for the
excellent services rendered to the Company during its term of office.

(iii)

The election, for a period of two (2) years until the date of the Companys

first

Board

of

Directors

Meeting

following

the

Companys

Ordinary

General

Shareholders Meeting in 2016, Mr. Alexandre Americano Holanda e Silva,

Brazilian, divorced, lawyer, ID card. n. 110944014, issued by DIC/RJ, enrolled with
the Taxpayers Register under n. 075.225.197-05, as Chief Executive Officer of the
Company;

and

Ricardo Levy,

Brazilian, married,

businessman,

ID

card

n.

04750906-2, issued by IFR/RJ, enrolled with the Taxpayers Register under n.

028.595.667-16, as Deputy Chief Executive Officer and, cumulatively, Investor
Relations Officer of the Company, both resident and domiciled at Praia do Flamengo
66, 9th floor, Zip Code 22.210-903, in the City of Rio de Janeiro, State of Rio de
Janeiro.
The Officers elected herein state, under the penalties of law, that they are not
prevented, by special law, from acting as administrator of the Company, nor were
convicted or are under the effects of a conviction that precludes, even temporarily,
access to public office, or due to conviction for bankruptcy crimes, malfeasance,
bribe, graft, embezzlement or crimes against public economy, against the national
financial system, against anti-trust laws, against consumer relations, public faith or
property.
6. CLOSING AND RECORDING: At 17:00, as there was nothing further to be discussed,
the meeting was closed and these minutes were recorded, read and approved by all in
attendance.
-This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of
ENEVA S.A., held on December 9th, 2014, at 15:00, recorded in the relevant corporate book
and signed by the members of the Board of Directors of the CompanyRio de Janeiro, December 9th, 2014.
______________________
Rodrigo Beraldo
Secretary