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ENEVA S.A. – In Judicial Recovery Corporate Taxpayer’s ID (CNPJ/MF): 04.423.567/0001-21 Company Registry (NIRE): 33.3.0028402-8 Publicly-held Company CALL NOTICE FOR THE EXTRAORDINARY SHAREHOLDERS’ MEETING We request the presence of shareholders of ENEVA S.A. – In Judicial Recovery (“Company”) at the Extraordinary Shareholders’ Meeting (“AGE”), to be held at 10:00 a.m. on July 2, 2015, at the Company’s head offices at Rio de Janeiro, State of Rio de Janeiro, Brazil, at Praia do Flamengo, 66, 7º floor, Flamengo, Zip Code 22.210-903, in order to discuss and resolve on the following agenda: (i) the private capital increase of the Company totaling up to three billion, six hundred, fifty million Reais and ten cents (R$3,650,000,000.10), by issuing for private subscription up to twenty-four billion, three hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four (24,333,333,334) non- par, book-entry, registered, common shares, with eventual partial ratification if, at least, two billion Reais and ten cents (R$2,000,000,000.10) are subscribed, by issuing, at least, thirteen billion, three hundred, thirty-three million, three hundred, thirty- three thousand, three hundred and thirty-four (13,333,333,334) non-par, book-entry, registered, common shares, at the issue price of fifteen cents of Real (R$0.15) per share, as per Management Proposal (“Capital Increase”); (ii) ratification of engagement of KPMG Corporate Finance Ltda. (“KPMG”), as the institution liable for preparing the valuation report on BPMB Parnaíba S.A.’s shares for the purposes of payment of Capital Increase by Banco BTG Pactual S.A. (“Valuation Report on BPMB”) (iii) ratification of engagement of KPMG, as the institution liable for preparing the valuation report on shares issued by Parnaíba Gás Natural S.A. (“PGN”) and Eneva Participações S.A. – In Judicial Recovery (“ENEVA Participações”) for the purposes of payment of Capital Increase by DD Brazil Holdings S.à.R.L. (“Valuation Report on E.ON Assets”); (iv) ratification of engagement of G5 Consultoria e Assessoria Ltda. (“G5 Evercore”), as the institution liable for preparing the valuation report on Parnaíba III Geração de Energia S.A.’s shares for the purposes of payment of Capital Increase by Gemlik RJ Participações S.A. (“Parnaíba III Valuation Report”); (v) ratification of engagement of G5 Evercore, as the institution liable for preparing the valuation report on shares issued by Parnaíba I Geração de Energia S.A., Parnaíba IV Geração de Energia S.A. and Parnaíba Geração e Comercialização de Energia S.A. for the purposes of payment of Capital Increase by Petra Energia S.A. (“Valuation Report on Petra Assets”);

Call Notice of the Extraordinary General Shareholders 07.02.2015

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  • ENEVA S.A. In Judicial Recovery

    Corporate Taxpayers ID (CNPJ/MF): 04.423.567/0001-21

    Company Registry (NIRE): 33.3.0028402-8

    Publicly-held Company

    CALL NOTICE FOR THE

    EXTRAORDINARY SHAREHOLDERS MEETING

    We request the presence of shareholders of ENEVA S.A. In Judicial Recovery (Company) at

    the Extraordinary Shareholders Meeting (AGE), to be held at 10:00 a.m. on July 2, 2015, at

    the Companys head offices at Rio de Janeiro, State of Rio de Janeiro, Brazil, at Praia do

    Flamengo, 66, 7 floor, Flamengo, Zip Code 22.210-903, in order to discuss and resolve on the

    following agenda:

    (i) the private capital increase of the Company totaling up to three billion, six hundred,

    fifty million Reais and ten cents (R$3,650,000,000.10), by issuing for private

    subscription up to twenty-four billion, three hundred, thirty-three million, three

    hundred, thirty-three thousand, three hundred and thirty-four (24,333,333,334) non-

    par, book-entry, registered, common shares, with eventual partial ratification if, at

    least, two billion Reais and ten cents (R$2,000,000,000.10) are subscribed, by issuing,

    at least, thirteen billion, three hundred, thirty-three million, three hundred, thirty-

    three thousand, three hundred and thirty-four (13,333,333,334) non-par, book-entry,

    registered, common shares, at the issue price of fifteen cents of Real (R$0.15) per

    share, as per Management Proposal (Capital Increase);

    (ii) ratification of engagement of KPMG Corporate Finance Ltda. (KPMG), as the

    institution liable for preparing the valuation report on BPMB Parnaba S.A.s shares for

    the purposes of payment of Capital Increase by Banco BTG Pactual S.A. (Valuation

    Report on BPMB)

    (iii) ratification of engagement of KPMG, as the institution liable for preparing the

    valuation report on shares issued by Parnaba Gs Natural S.A. (PGN) and Eneva

    Participaes S.A. In Judicial Recovery (ENEVA Participaes) for the purposes of

    payment of Capital Increase by DD Brazil Holdings S..R.L. (Valuation Report on E.ON

    Assets);

    (iv) ratification of engagement of G5 Consultoria e Assessoria Ltda. (G5 Evercore), as the

    institution liable for preparing the valuation report on Parnaba III Gerao de Energia

    S.A.s shares for the purposes of payment of Capital Increase by Gemlik RJ

    Participaes S.A. (Parnaba III Valuation Report);

    (v) ratification of engagement of G5 Evercore, as the institution liable for preparing the

    valuation report on shares issued by Parnaba I Gerao de Energia S.A., Parnaba IV

    Gerao de Energia S.A. and Parnaba Gerao e Comercializao de Energia S.A. for

    the purposes of payment of Capital Increase by Petra Energia S.A. (Valuation Report

    on Petra Assets);

  • (vi) approval of the Valuation Report on BPMB for the purposes of payment for shares to

    be subscribed in the Capital Increase;

    (vii) approval of the Valuation Report on E.ON Assets for the purposes of payment for

    shares to be subscribed in the Capital Increase;

    (viii) approval of the Parnaba III Valuation Report Assets for the purposes of payment for

    shares to be subscribed in the Capital Increase;

    (ix) approval of the Valuation Report on Petra Assets for the purposes of payment for

    shares to be subscribed in the Capital Increase.

    Overall Information

    The Company also clarifies that: (a) the terms and conditions of the Capital Increase included

    in the Agenda of the Meeting were duly made available at the Management Proposal,

    pursuant to requirements of CVM Instruction no. 481/09; (b) they are available to

    shareholders at the Companys head offices, the webpages of CVM (www.cvm.gov.br),

    BM&FBOVESPA (www.bmfbovespa.com.br) and at the Companys Investor Relations section

    (ir.eneva.com.br), the documents referring to this call notice, including those required by CVM

    Instruction no. 481/09; (c) to attend the meeting, shareholders shall submit to the Company,

    besides the identity document: (i) a statement issued by the custodian agent of the Companys

    shares, containing related shareholding, (ii) the proxy with grantors notarized signature, if

    shareholder is represented by attorney-in-fact and (iii) in case of corporate shareholder, the

    related proxy documents shall be also submitted. Further information can be found in the

    Management Proposal, available at the aforementioned websites.

    Rio de Janeiro, June 2, 2015

    FABIO BICUDO

    Chairman of the Board of Directors

    of ENEVA S.A. In Judicial Recovery