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ENEVA S.A.

in judicial recovery
CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21
NIRE (Company Registration Number): 33.3.0028402-8
Publicly Held Corporation
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
HELD ON NOVEMBER 5, 2015
1.

DATE, TIME AND PLACE: On November 5, 2015, at 10:00h, at the head office of ENEVA
S.A. in judicial recovery (the Company), located at Praia do Flamengo, 66, 6th floor,
Flamengo, in the City and State of Rio de Janeiro.

2.

CALL AND ATTENDANCE: The meeting was called pursuant to the bylaws of the
Company and applicable law and attended by the following members of the Companys
Board of Directors: Fabio Bicudo, Jrgen Kildahl, Keith Plowman, Marcos Grodetzky and
Adriano Carvalhdo Castello Branco Gonalves.

3.

CHAIR: After the presence of the members of the Companys Board of Directors was
verified, Mr. Fabio Bicudo acted as Chairman and designated Mr. Rodrigo Beraldo to
carry out the duties of Secretary.

4.

AGENDA: To resolve on (i) the ratification of the Companys private capital increase, as
approved by the Extraordinary General Shareholders Meeting of the Company on
August 26, 2015; (ii) the execution by Itaqui Gerao de Energia S.A. ("Itaqui") and
Pecm II Gerao de Energia S.A. ("Pecm II") of coal purchase agreements.

5.

RESOLUTIONS: The meeting of the Board of Directors was initiated and, after examining
and discussing the matters on the agenda, the Board members, in accordance with the
provisions of the Company's Bylaws resolved:
5.1

Considering:

(a) the subscription and payment of 15,312,477,244 (fifteen billion, three hundred and
twelve million, four hundred and seventy-seven thousand, two hundred and forty-four)
common shares, without par value, at an issue price of R $ 0.15 (fifteen cents) per share,
totaling an amount of R$ 2,296,871,586.60 (two billion, two hundred ninety-six million,
eight hundred and seventy-one thousand, five hundred and eighty-six Reais and sixty
cents) during the period for exercising the preference right within the capital increase,
which began on September 9, 2015, and ended on October 9, 2015;
(b) subscription and partial payment of remaining shares not subscribed within that
period for exercising the preference right in the amount of 15,485,799 (fifteen million
four hundred eighty-five thousand, seven hundred ninety-nine) common shares with no

par value, at an issue price of R$ 0.15 (fifteen cents) per share, totaling R$ 2,322,869.85
(two million, three hundred twenty-two thousand, eight hundred sixty-nine Reais and
eighty-five cents) during the term of the First Additional Period of Preference Right,
which began on October 16, 2015, and ended on October 20;
(c) subscription and partial payment of remaining shares not subscribed within that
period for exercising the First Additional Period of Preference Right in the amount of
9,295,193 (nine million, two hundred ninety-five thousand, one hundred ninety-three)
common shares , with no par value, at an issue price of R $ 0.15 (fifteen cents) per share,
totaling R$ 1,394,278.95 (one million, three hundred ninety-four thousand, two
hundred seventy-eight Reais and ninety five cents) during the term of the Second
Additional Period of Preference Right, which began on October 26, 2015, and ended on
October 28.
(d) Adding the proceeds of the period for exercising the initial preference right, the First
Additional Period of Preference Right and the Second Additional Period of Preference
Right (and already considering the cancellation of subscription receipts of investors that
have conditioned their decision to subscribe), the total volume of subscriptions was
15,336,875,991 (fifteen billion, three hundred thirty-six million, eight hundred and
seventy-five thousand, nine hundred ninety-one) common shares, corresponding to R$
2,300,531,398.65 (two billion, three hundred million five hundred and thirty-one
thousand, three hundred ninety-eight Reais and sixty-five cents).
Thus, the members of the Board of Directors approved, by unanimous vote and without
restrictions, the partial ratification of the said capital increase in the amount of R$
2,300,531,398.65 (two billion, three hundred million, five hundred thirty-one thousand,
three hundred ninety-eight Reais and sixty-five cents), through the issuance of
15,336,875,991 (fifteen billion, three hundred thirty-six million, eight hundred and
seventy-five thousand, nine hundred ninety-one) common, book-entry shares with no
par value. As a result of partial ratification of the Capital Increase, the Board of Directors
also approved the cancellation of 8,996,457,343 (eight billion, nine hundred ninety-six
million, four hundred and fifty-seven thousand, three hundred and forty-three)
common shares, with no par value not subscribed under the said capital increase.
Due to the now approved capital increase, the Company's current capital stock, in the
amount of R$ 4,711,337,093.96 (four billion, seven hundred and eleven million, three
hundred thirty-seven thousand, ninety-three Reais and ninety six cents ) divided into
840,106,107 (eight hundred and forty million, one hundred and six thousand one
hundred and seven) common shares, with no par value, is increased to R$
7,011,868,492.61 (seven billion, eleven million, eight hundred sixty-eight thousand, four
hundred ninety-two Reais and sixty-one cents), divided into 16,176,982,098 (sixteen
billion, one hundred seventy-six million, nine hundred and eighty-two thousand and
ninety-eight) common shares, with no par value.

5.2
With the abstention of the Board of Directors' members appointed by the
shareholder DD Brazil Holdings SARL (E.ON), to approve that Itaqui and Pecm II sign
coal supply agreements with E.ON Global Commodities ("EGC") for the supply of coal
for the year 2016 in market conditions, according to the terms presented during the
meeting.
6.

CLOSING AND RECORDING: At 14:00h, as there was nothing else to be discussed, the
meeting was closed and these minutes were recorded, read and signed by all present.

- This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of
ENEVA S.A. in judicial recovery, held on November 5, 2015 at 10:00h, recorded in the relevant
corporate book and signed by the members of the Board of Directors.
Rio de Janeiro, November 5, 2015.
_________________________
Rodrigo Beraldo
Secretary