Minutes of Extraordinary General Shareholder?s Meeting - 08/26/2015

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

MINUTES OF THE EXTRAORDINARY SHAREHOLDERS’ MEETING HELD

ON AUGUST 26, 2015

I. DATE, TIME AND VENUE: On August 26, 2015, at 2:00 p.m. at the

headquarters of ENEVA S.A. – in Judicial Recovery (“Company”), at Praia do

Flamengo, nº 66, Flamengo, in the City and State of Rio de Janeiro.

II. CALL NOTICE: Call notices published in the Official Gazette of the State of

Rio de Janeiro, on August 11, 12 and 13, 2015 (pages 12, 3 and 12 respectively) and in

the Diário Mercantil on August 11, 12 and 13, 2015 (pages 2, 5 and 2 respectively), as

provided for in Article 124, item II of Law nº 6.404, as amended (“Brazilian

Corporation Law”).

III. MANAGEMENT PROPOSAL: The Management proposal (“Management

Proposal”) containing the information and the documents necessary to exercise the

voting right at the shareholders’ meeting was made available to shareholders at the

Company’s headquarters and published at the webpage of the Company, of the

Brazilian Securities and Exchange Commission, (“CVM”), of the BM&FBOVESPA

S.A. – Securities, Commodities and Futures Exchange (“BMF&FBOVESPA”), on the

same date of the first publication of the call notice, pursuant to sole paragraph, Article 6

of CVM Rule 481 of December 17, 2009, as amended.

IV. ATTENDANCES: Shareholders representing more than 92% of the Company’s

voting capital stock, as per signatures on the Shareholders’ Attendance Book. Mr. Fabio

H. Bicudo, Chairman of the Company’s Board of Directors, Mr. Alexandre Americano,

Chief Executive Officer, Mr. Ricardo Levy, Chief Financial and Investor Relations

Officer of the Company, Mr. Paulo Coimbra, representative of KPMG Corporate

Finance Ltda. (“KPMG”) and Mr. Marcio Santiago Gonçalves, representative of G5

Consultoria e Assessoria Ltda. (“G5 Evercore”) also attended the meeting. This present

meeting was declared regularly installed after verifying the quorum required.

V. PRESIDING BOARD: Pursuant to Article 25, Paragraph 1 of the Company’s

Bylaws and Article 128 of Law nº 6,404/76, the Chairman of the meeting will be Mr.

Fabio H, Bicudo who invited Mr. João Pedro Barroso do Nascimento to act as secretary.

VI. AGENDA: To resolve on: (i) the Company’s capital increase totaling up to

three billion, six hundred, fifty million reais and ten centavos (R$3,650,000,000.10), by

means of the issue for private subscription of 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 in the event of subscription of, at least, two billion reais and ten centavos

(R$2,000,000,000.10), by means of the issue, of 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 centavos of Real (R$0.15) per share, as per Management Proposal (“Capital

Increase”); (ii) ratify the hiring of KPMG, as the institution liable for drawing up the

valuation report on shares issued by BPMB Parnaíba S.A. for the purposes of Capital

Increase payment by Banco BTG Pactual S.A. (“BPMB Valuation Report”); (iii) ratify

the hiring of KPMG, as the institution liable for drawing up 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 Capital Increase payment

by DD Brazil Holdings S.à.R.L. (“E.ON” and “E.ON Assets Valuation Report”,

respectively); (iv) ratify the hiring of G5 Evercore, as the institution liable for drawing

up the valuation report on shares issued by Parnaíba III Geração de Energia S.A. for the

purposes of Capital Increase payment by Gemlik RJ Participações S.A. (“Parnaíba III

Valuation Report”); (v) ratify the hiring of G5 Evercore, as the institution liable for

drawing up 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 Capital Increase payment by Petra Energia S.A. (“Petra

Assets Valuation Report”); (vi) approve BPMB Valuation Report for the purposes of

payment of shares to be subscribed in the Capital Increase; (vii) approve E.ON Assets

Valuation Report for the purposes of payment of shares to be subscribed in the Capital

Increase; (viii) approve Parnaíba III Valuation Report for the purposes of payment of

shares to be subscribed in the Capital Increase; (ix) approval of Petra Assets Valuation

Report for the purposes of payment of shares to be subscribed in the Capital Increase;

and (x) authorize the Company’s Management to practice all the acts necessary to carry

out the Capital Increase, as well as the aforementioned resolutions.

VII. RESOLUTIONS: Pursuant to Article 25, Paragraph 3 of the Company’s

Bylaws, the minutes of this Extraordinary Shareholders’ Meeting shall be drawn up in

summary format. The attending shareholders resolved, unanimously, to publish the

minutes of this Extraordinary Shareholders’ Meeting omitting the signatures of

attending shareholders, pursuant to Article 130 of Law nº 6,404/76.

In view of the request made by FIA Dinamica Energia, Company’s shareholder

representing the minimum percentage required by Article 2 of CVM Rule nº 324 of

January 19, 2000 (“ICVM 324/00”), the proposal for installing the Company’s Fiscal

Council, elect and define its members’ compensation was included in the agenda of this

Meeting.

The shareholder FIA Dinamica Energia proposed that the Agenda should be inverted so

as this matter would be the first item of the Agenda. This proposal was submitted to the

shareholders that rejected it, by majority vote of attendees, registering the dissenting

opinions and legal abstentions. Consequently, the original sequence of the Agenda will

be maintained and the deliberation about the Fiscal Council will be discussed in the end

of the meeting.

Continuing with the analysis and discussions on the matters of the agenda, the

shareholders resolved:

7.1 Referring to item (i) of the agenda, by majority vote of attendees, registering the

dissenting opinions and legal abstentions, to approve the Company’s capital increase

totaling up to three billion, six hundred, fifty million reais and ten centavos

(R$3,650,000,000.10), by means of the issue for private subscription of 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 in the event of subscription of at least, two

billion reais and ten centavos (R$2,000,000,000.10), by means of the issue of 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 centavos of Real (R$0.15) per share, according to the

Management Proposal.

7.1.1 The new common shares shall have the same rights and privileges

of the Company’s common shares, pursuant to the Company’s Bylaws.

7.1.2 The subscription of new common shares issued by the Company

shall be subject to the creditors’ compliance or waiver of condition precedent

provided for in the Court-Supervised Reorganization Plan. Therefore, until these

conditions are fully executed or waived, as applicable, no notice shall be

disclosed to shareholders to initiate the subscription period.

7.1.3 Pursuant to Article 171, Paragraph 1, item “a” of the Brazilian

Corporation Law, shareholders shall be eligible to exercise the preemptive right

to subscribe the Company’s shares within the scope of the Capital Increase, at

the ratio of 2,896.4595223% over their related shareholding on the publication

date of notice to shareholders.

7.1.4 The term to shareholders exercise the preemptive right shall

initiate on a date to be defined in the notice to shareholders and shall expire after

elapsing, at least, thirty (30) consecutive days. After the aforementioned period,

if still there are unsubscribed shares, the Company’s shareholders and/or

preemptive right assignees who expressly indicated in their subscription lists

their intent of subscribing unsold shares, they shall subscribe these shares within

the term to be published by the Company by means of notice to shareholders. In

the event the Capital Increase is not fully subscribed, the Company may partially

ratify the Capital Increase, as per instructions mentioned in the notice to

shareholders, the Brazilian Corporation Law and the applicable rules issued by

CVM.

7.1.5 After subscription and payment of shares from Capital Increase,

the necessary measures will be taken to ratify the capital increase.

7.2 Referring to item (ii) of the agenda, by unanimous vote, registering abstentions,

to approve the ratification for hiring KPMG as the institution liable for drawing up

BPMB Valuation Report;

7.3 Referring to item (iii) of the agenda, by unanimous vote, registering abstentions,

to approve the ratification for hiring KPMG as the institution liable for drawing up

E.ON Assets Valuation Report;

7.4 Referring to item (iv) of the agenda, by unanimous vote, registering abstentions,

to approve the ratification for hiring G5 Evercore as the institution liable for drawing up

Parnaíba III Valuation Report;

7.5 Referring to item (v) of the agenda, by unanimous vote, registering abstentions,

to approve the ratification for hiring G5 Evercore as the institution liable for drawing up

Petra Assets Valuation Report;

7.6 Referring to item (vi) of the agenda, by majority vote of attendees, registering

the dissenting opinions and abstentions, to approve BPMB valuation report;

7.7 Referring to item (vii) of the agenda, by majority vote of attendees, registering

the dissenting opinions and abstentions, to approve E.ON Assets Valuation Report;

7.8 Referring to item (viii) of the agenda, by majority vote of attendees, registering

the dissenting opinions and abstentions, to approve Parnaíba III Valuation Report; and

7.9 Referring to item (ix) of the agenda, by majority vote of attendees, registering

the dissenting opinions and abstentions, to approve Petra Assets Valuation Report;

7.10 After the deliberations of the items in the Agenda, in view of the request made

by Company’s shareholders representing the minimum percentage required by Article 2

of CVM Rule nº 324 of January 19, 2000, the Company’s Fiscal Council is installed,

pursuant to Articles 27 and 28 of the Company’s Bylaws and Articles 161 and the

following of the Brazilian Corporation Law, to operate until the Annual Shareholders’

Meeting to approve the accounts for the fiscal year to end on December 31, 2015. After

the Fiscal Council’s installment, shareholders approved the election of 3 sitting

members of the Fiscal Council and respective deputies, by majority of votes, registering

a dissenting opinion and abstention, as follows:

7.10.1 In a separate vote pursuant to Paragraph 4, Article 161 of the Brazilian

Corporation Law, the Company’s non-controlling shareholders, without the direct or

indirect participation of controlling shareholders, elected (i) Mr. Manuel Jeremias

Leite Caldas, Brazilian citizen, married, electric engineer, bearer of the identity card

number 284.123, issued by the Ministério da Aeronáutica, enrolled with the CPF/MF

under number 535.866.207-30, residing and domiciled in the City and State of Rio de

Janeiro, at Av. Lucio Costa no. 6.700, apto. 1103, as sitting member; and (ii) Mr.

Ronaldo Dias, Brazilian citizen, married, accountant, bearer of the identity card

number 2201087-0, issued by DETRAN/RJ, enrolled with the CPF/MF under number

221.285.307-68, residing and domiciled in the City and State of Rio de Janeiro, at Rua

Maxwell no. 452, apto. 604, CEP 20541-100, as his deputy.

7.10.2 As appointed by the Company’s controlling shareholders, were elected:

(i) Mr. Evandro César Camillo Coura, Brazilian citizen, married, engineer, bearer of

the identity card number 43562, issued by CREA-RJ, enrolled with the CPF/MF under

number 729.695.397-72, residing and domiciled in the City and State of São Paulo, at

Rua Bela Cintra no. 968, conj. 12, as sitting member; and Mr. Mauricio Aquino

Halewicz, Brazilian citizen, married, economist, bearer of the identity card number

7049172823, issued by RS, enrolled with CPF/MF under number 694.701.200-78,

residing and domiciled in the City and State of São Paulo, at Alameda Casa Branca no.

1011, apto. 91, as his deputy; and (ii) Mrs. Lucia Maria Martins Casasanta, Brazilian

citizen, married, accountant, bearer of the identity card number RJ-076210/0-2, issued

by CRC/RJ, enrolled with CPF/MF under number 491.887.206-91, residing and

domiciled in the City and State of Rio de Janeiro, at Rua Gorceix no. 28, apto. 402, as

sitting member; and Mrs. Patricia Maria de Arruda Franco, Brazilian citizen,

married, accountant, bearer of the identity card number RJ-081950/0-7, issued by

CRC/RJ, enrolled with CPF/MF under number 011158067-69, residing and domiciled

in the City and State of Rio de Janeiro, at Rua Prudente de Morais no. 301, apto. 202, as

her deputy.

7.10.3 The shareholders who appointed the Fiscal Council members elected

herein declared these members have the qualifications necessary and they comply with

the requirements provided for by the Brazilian Corporation Law and in the Company’s

Bylaws to perform the position as member of the Company’s Fiscal Council. The Fiscal

Council members elected herein shall have term of office until the Annual

Shareholders’ Meeting to approve the accounts for the fiscal year to end on December

31, 2015.

7.10.4 The investiture of Fiscal Council members elected herein shall be subject

to (i) the submission of clearance certificates, pursuant to applicable laws, which are

prepared by the Company; (ii) the signature of instrument of investiture, drawn up in

the Company’s records; and (iii) the signature of the Statement of Consent of Fiscal

Council members, pursuant to BM&FBOVESPA’s Novo Mercado Rules.

7.11 The shareholders approved by majority of votes of the attendees, registering

dissenting opinions and abstentions, that the Fiscal Council shall have a monthly global

compensation of R$28.000,00 (twenty-eight thousand Reais).

7.12 The shareholder FIA Dinâmica Energia, arguing the application of article 159,

§1º of Brazilian Corporate Law, proposed the inclusion of a deliberation for civil

liability lawsuit against the Chairman of the Board of Directors in view of the

submission to the General Shareholders Meeting of the valuation reports which, in

accordance with FIA Dinamica Energia, do not serve the purpose which they were

supposed to, according to the terms of a separate vote presented by the shareholder.

Subsequently, the shareholders deliberated the matter and rejected such proposal by

majority of votes of the attendees, registering dissenting opinions and abstentions.

7.13 The General Shareholders Meeting scheduled for tomorrow (27/08/2015) has

been cancelled due to the fact that items in the respective agenda have all been decided

in this meeting.

7.14 Finally, the shareholders authorized the Company’s management to take all the

measures necessary or convenient to carry out the Capital Increase and the

aforementioned resolutions.

VIII. MANIFESTATIONS, ABSTENTIONS AND DISSENTING OPINIONS:

The dissenting opinions and abstentions were registered, including those abstentions

from the shareholders: (i) E.ON in relation to items (i), (iii), (vi), (vii), (viii) and (ix) of

the Agenda, in view of the law and the decision issued by CVM Board in the meeting

held on August 25, 2015; (ii) BNDES Participações S.A. – BNDESPAR in relation to

the items which were not originally included in the Agenda of this meeting.

IX. CLOSURE: Nothing else to be discussed, this Meeting was adjourned to draw

up these minutes, which were then read, approved and signed by attendees.

[This is a free Engligh translation of the minutes of the Extraordinary Shareholders’

Meeting of ENEVA S.A. – in Judicial Recovery, held on August 26, 2015, signed by all

shareholders and drawn up in the Company’s records]

Rio de Janeiro, August 26, 2015.

_______________________________

Fabio Hironaka Bicudo

Chairman

_______________________________

João Pedro Nascimento

Secretary

Attachment I

Shareholders’ Attendance List at the Extraordinary Shareholders’ Meeting of August

26, 2015

Attending Shareholders

_______________________________

Eike Fuhrken Batista Centennial Asset Mining Fund LLC

Centennial Asset Brazilian Equity Fund LLC

(p.p. Bernardo Daudt)

_______________________________

DD Brazil Holdings S.A.R.L. (p.p. Carlos Barbosa Mello)

_______________________________

BNDES Participações S.A. – BNDESPAR (p.p. Sara Alexandrino Nogueira)

_______________________________

Alexandre Americano H. e Silva

_______________________________

Fundo de Investimento Jaburá Ações Clube de Investimento OMNI II

Vida Feliz – Fundo de Investimento em Ações Spinelli Fundo de Investimento em Ações

(p.p. Caio Machado)

_______________________________ Spinelli Dividendos Fundo de Investimento em Ações

Nelson Bizzacchi Spinelli Milton Notrispe Mario Bronstein

Roberto Vianna Pinto (p.p. Julian Chediak)

_______________________________ Fundo de Investimento de Ações Dinâmica Energia

(p.p. Julian Chediak / José Pais Rangel)

_______________________________

José Pais Rangel

_______________________________

Marianno de Azeredo Santos Filho

_______________________________

Max Eduardo Heilborn

_______________________________

João Paulo Galatro Perrotta

_______________________________

Helena Maria Neves Puggina Ferraz (p.p. Fabio de Souza Queiróz Ferraz)

_______________________________

Norges Bank (p.p. Talita Car Vidotto)

Attachment II

BPMB Valuation Report

0 © 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.

Eneva S.A. in Judicial Recovery Economic and Financial Valuation Report of

BPMB Parnaíba S.A.

CORPORATE FINANCE

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.

To the Board of Directors of Eneva S.A. in Judicial Recovery Rio de Janeiro - RJ April 13, 2015 Economic and financial valuation report of: BPMB Parnaíba 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 BPMB Parnaíba S.A. (“BPMB”), 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 Paulo Guilherme Coimbra Partner Partner

ABCD KPMG Corporate Finance Ltda. Av. Almirante Barroso, 52 – 4th 20031-000 - Rio de Janeiro, RJ - Brazil P.O. Box 2888 20001-970 - Rio de Janeiro, RJ – Brazil

Phone 55 (21) 3515-9400 Fax 55 (21) 3515-9000 Internet www.kpmg.com.br

© 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.

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Important Notes

For the benefit of this report, BPMB will be referred to as “Company”. On February 12th, 2015, Eneva and Eneva Participações 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 JR´s 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, and in addition to possible credit capitalizations (item ii of the capital increase in the JRP), KPMG has been informed by Eneva JR that, in case the JRP is approved for execution, Banco BTG Pactual (“BTG”) intends to participate in the capital increase of Eneva JR through a possible subscription of the shares BTG holds in BPMB (item iii of the JRP).

This report has been elaborated by KPMG, as per Eneva JR´s Board of Directors´ requisition, as a support for the Transaction. The report, according to the JRP, will be presented to Eneva JR´s 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 KPMG´s 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 São 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.

The economic and financial valuation of BPMB was based on Discounted Cash Flows (“DCF”). Both of them performed by KPMG, on the base date of December 31st, 2014.

The Client and BTG, through its designated professionals, provided information regarding the Company and their respective markets, which has been used for this report. The Company will be referred to in this report altogether as “Information Providers”.

The services rendered by KPMG were based on the following information provided by BTG: − “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB

Parnaíba_Model_KPMG_v5.xlsx”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Information related to the Gas Reserves under the Parnaíba Basin, Capex projection, Opex projection and SG&A for PGN and BPMB;

− “DFs BPMB Parnaiba 12-2014_6_04_2015.pdf” BPMB’s audited financial statement FY2014;

− “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Prospective financial data related to BPMB, for which we have no reason to dispute the underlying assumptions;

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Background information regarding BPMB valuation;

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB Parnaíba_Model_KPMG_v5.xlsx”, All internal presentations that describe the history, nature of business, and outlook for BPMB; and

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB Parnaíba_Model_KPMG_v5.xlsx”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Other pertinent information.


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Important Notes

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.

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.

Any changes in the information provided by the Client and BTG 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 BTG 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. 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 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 Client’s assets, liabilities, or its solvency. Therefore, the Client, including its Management, takes responsibility for all information provided to or discussed with KPMG.

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 Provider´s management´s best evaluation of the Companies´ and respective market´s best perspectives.

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 KPMG´s independent verification.

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.


4

Important Notes

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 Company, 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 Company´ shareholders shall be assumed integrally by the same shareholders. KPMG will not take any responsibility as to the Company´ 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 Company´ 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 Company’ 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.


5

Contents

Glossary

I. Executive Summary

II. Information about the appraiser

III. Information about the companies

IV. Market information overview

V. Valuation Methodology

VI. Assumptions

IX. Valuation

Appendix I – Curricula vitae

Appendix II – Balance Sheet

Appendix III – Discount Rates

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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


7

Contents

E&P Exploration & Production

GDP Gross Domestic Product

GVB Gavião Branco Gasfield

GVR Gavião 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


8

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 Parnaíba S.A.

BTG Banco BTG Pactual S.A.

Cambuhy Cambuhy Investimentos

Eneva JR Eneva S.A. – in Judicial Recovery

Eneva Participações JR Eneva Participações S.A. - in Judicial Recovery

E.ON E.ON S.E. PGN Parnaíba Gás Natural S.A.

OGX An Oil & Gas Company from the EBX Group


9

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VI. Assumptions

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Introduction

Eneva JR is a publicly-listed company and Eneva Participações JR is a joint venture owned by Eneva JR (50%) and E.ON (50%).

On February 12th, 2015, Eneva JR and Eneva Participações JR 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 JR’s 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.

Within such context, BTG, as main shareholder of BPMB, is interested in subscribing assets in the possible operation (item iii of the capital increase in the JRP), in case the JRP is approved for execution, to participate in the capital increase through a possible subscription of the shares BTG holds in BPMB.

Given the above mentioned context and background, the objective of our work, in accordance with Client’s request was to perform a valuation report regarding to BPMB, in order to underpin the possible asset subscription.

Basis of information The main basis of information used are listed below:

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB Parnaíba_Model_KPMG_v5.xlsx”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Information related to the Gas Reserves under the Parnaíba Basin, Capex projection, Opex projection and SG&A for PGN and BPMB;

− “DFs BPMB Parnaiba 12-2014_6_04_2015.pdf” BPMB’s audited financial statement FY2014;

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Background information regarding BPMB valuation;

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB Parnaíba_Model_KPMG_v5.xlsx”, All internal presentations that describe the history, nature of business, and outlook for BPMB; and

− “BPMB Parnaiba_Info Memo_v_09_01_2015.pdf”, “BPMB Parnaíba_Model_KPMG_v5.xlsx”, “PGN-BPMB - Budget 2015 and Business Plan - 2014-12-23.pdf” Other pertinent information.

The valuation was based substantially on information and assumptions, provided by BTG, which was discussed with and analyzed by KPMG.

Subsequent events

Our work used as basis 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 KPMG’s 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 BPMB as at December 31, 2014, as presented below.

The valuation of BTG’s stake in BPMB (100%) as at December 31, 2014 ranges from R$ 655.5 million to R$ 720.9 million.

The valuation methodology applied in order to determined the value of BPMB was the discounted cash flow method (presented on pages 37to 39).

* Range considered in accordance with CVM instruction n° 436.

Equity Value 100%

(R$ MM) 688.17 720.86 655.48

- +

Equity Value per share (R$)

1.80 1.88 1.97


12

Contents

Glossary






VI. Assumptions

IX. Valuation




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13


The KPMG Network KPMG Corporate Finance Ltda. is part of a global network of independent

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.

KPMG brand was created in 1987 from the merge of Peat Marwick International (PMI) and Klynveld Main Goerdeler (KMG).

KPMG International´s member firms in Brazil, through its various autonomous offices, account for 156 partners and more than 3,282 employees in 22 cities: São Paulo (headquarters), Belo Horizonte, Belém, Brasília , Campinas, Curitiba, Cuiabá, Florianópolis, Fortaleza, Goiânia, Joinville, Londrina, Manaus, Osasco, Porto Alegre, Recife, Ribeirão Preto, Rio de Janeiro, Salvador, São Carlos, São José dos Campos and Uberlândia.

The Corporate Finance segment of KPMG International member firms sum up to approximately 2,100 professionals, in more than 100 offices across 82 countries.

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.

Internal process of approval of the report The economic and financial valuation of the Companies was performed by

a team of qualified consultants, monitored and reviewed by the engagement partner and quality partner, Claudio Ramos. In addition, the team was also composed of a partner-reviewer, a senior manager and a manager.

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), Rúben 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 Eneva or BPMB, nor do its partners, directors, officers, directors, controllers or persons related to them;

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..


14

II. Information about the appraiser (cont.)

• Presented below are some of KPMG’s experiences in the energy & natural resources:sector:

KPMG Corporate Finance

2014

Acted as financial advisor for LNG tariff review

Petra Energia and Parnaíba Gás Natural


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

Enel

2014


2014

Valuation related to a 20% stake acquisition of Jirau HPP (3,750

MW)

Mitsui & Co


2014

Valuation related to the acquisition of Unisa

TAESA (Cemig Group)


2013

Valuation related to the acquisition of Desenvix

SN Power


2013

Valuation of Brasympe for company restructuring purposes

Brasympe


2013

Valuation related to the acquisition of CELPA

(distribution)

Equatorial Energia

KPMG Structured Finance S.A.

2014

Sell-side financial advisor in Vicel´s sale to Soenergy

Vicel


2014


2013

Valuation related to the acquisition of Elektro

Iberdrola


2013

Valuation related to the acquisition of TBE Group

(transmission)

TAESA (Cemig Group)


2014

Valuation related to the acquisition of 5 electricity transmission companies

State Grid


2013

Valuation related to the acquisition of Grupo Guascor

Dresser Rend



15

Contents

Glossary






VI. Assumptions

IX. Valuation

Appendix I - Curricula vitae



4

8

11

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35

40

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46


16

BPMB owns a 30% stake in the Consortium that holds the concessions of 7 blocks in the Parnaíba Basin (21,000 km²).

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 Parnaíba Gás Natural (former OGX Maranhão) were acquired by the PE fund Cambuhy Investimentos and E.ON.

III. Information about the companies (cont.) BPMB

Consortium’s information

The upstream consortium in the Parnaíba Basin (“Consortium”) currently operates 3 gas fields and 7 exploration blocks with a total approximate area of 21 thousand square kilometers in the Maranhão State.

Below is presented a simplified diagram of the Consortium’s current operation.

Source: BTG

Consortium

BPMB PGN

BTG Patcual E.ON Cambuhy Investimentos Eneva JR

9%

70% 30%

100% 18%

73%

Integrated project concept – Gas to wire

Long term contracts with thermal plants (UTEs) controlled by Eneva JR and Eneva Participações 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.


17

III. Information about the companies (cont.) BPMB

In 2015, the company will conduct an onshore drilling campaign in Brazil. Discovered wells and new production wells will be drilled, which could allow BPMB to increase production capacity by 70%, by July, 2016, to 8.4 million cubic meters per day.

Source: BPMB 2013 and 2014 audited financial statements.

Income statement

R$ MM 31/12/2013 31/12/2014Sales net revenue 139.13 249.64Costs (68.51) (119.66)Gross profit 70.63 129.98Operational expenses

Exploration expenses (15.49) (29.76)Dry w ell losses (13.86) (3.66)SG&A (0.32) (7.03)Depreciation/Amortization (1.54) (0.15)Other operational revenues/expenses 0.30 -

Operational expenses (30.92) (40.59)EBIT 39.71 89.39Financial result

Financial revenues 0.31 4.29Financial expenses (2.81) (5.64)

Financial result (2.50) (1.35)EBT 37.21 88.04Income tax and social contribution (9.62) (25.69)Deferred taxes 4.99 1.95Net profit 32.59 64.29


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VI. Assumptions

IX. Valuation




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19

IV. Information about the Market Brazilian Macroeconomic trends

Macroeconomic trends

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%.

According to the Brazilian Central Bank, the forecasted GDP variation for 2015 and 2016 are 0.5% and 1.8% respectively.

Projected

Exchange Rate (USD/BRL) – annual variation (%)

Source: BCB (31/12/2014)

Henry Hub (USD$/MMBtu)

Source: Bloomberg (31/12/2014)

IPCA – annual variation(%)

Source: BCB (31/12/2014)

Projected Projected

1,76 1,671,94

2,142,36

2,71 2,76 2,79 2,86 2,96 3,06

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

5,91

6,5

5,84 5,8

6,386,56

5,7

5,5 5,5 5,5 5,5

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

2,5 2,5 2,5 2,55

3,664,21

3,1

4,134,5 4,7 4,79

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020


20

IV. Information about the Market Brazilian Energy sector overview: Electricity

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.

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.

Hydraulic77%

Natural gas8%

Biomass7%

Nuclear2%

Others6%

Electricity generation

matrix

Distributors: 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:

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.

Sources of energy

Main agents within the electricity sector


Source: EPE


21

IV. Information about the Market Brazilian Energy sector overview: Oil and Gas

In the next years, oil production in Brazil was expected to grow, thanks to 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 Petrobras´business plan).

Gas production, similarly, is expected to grow vigorously in the next years, reaching 35.9 billion cubic meters by 2023. Production is expected to come mainly from the offshore Campos and Santos basins.

Brazilian proven oil reserves, as reported by EIA, are 13.15 billion 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.

Production Reserves

Projected

Projected

Projected

Source: EIA, BMI

0369

1215

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023Mill

ion

cubi

c m

eter

s pe

r day

Dry Natural Gas Production

0

1

2

3

4

5

6

7

8

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Mill

ion

barre

ls p

er d

ay

Proven Oil Reserves

Projected

020406080

100120140160180

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Mill

ion

cubi

c m

eter

s pe

r day

Natural Gas Proven Reserves

0,00,51,01,52,02,53,03,54,04,5

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

MM

Bar

rels

per

day

Crude oil and Other liquids production4.54.03.53.02.52.01.51.00.50.0


22

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VI. Assumptions

IX. Valuation




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Free Cash Flow to Firm

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

Working Capital

Investments (Capex)

=

+

-

Depreciation and Amortization +/-

Discounted Cash Flow

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 company’s activities) that are predictable from the perspective of perpetuity of the entity. These projections should take into consideration the business plan established by the company’s 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 company’s 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).

V. Valuation Methodology DCF


24

Discounted Cash Flows Method (DCF)

Historical Balance Sheet

Free Cash Flow To Firm

Assumptions

Historical Income Statement

Projections by Business Units

Projected Income Statement

Projected Capex, R&D, Working Capital

Discounted Free Cash Flow

Projected Balance Sheet

Discount Rate



25

V. Valuation Methodology Discount rate

D = Total debt E = Total equity t = Tax rate Kd = Cost of debt Ke = Cost of equity

Rf = Average risk-free return β = Beta - specific risk coefficient E[Rm] = Average long-term return obtained on the stock market E[Rm] - Rf = Market premium CRP = Country risk Rs = Size premium Ia = Long-term inflation in the United States Ibr = Long-term inflation in Brazil

E/(D+E)*Ke+(D/(D+E)*Kd = WACC Weighted Average Cost of Capital

D/(D+E)

Kd * (1-t)

E/(D+E)

Ke

=

*

+

*

WACC (Weighted Average Cost of Capital) CAPM (Capital Asset Pricing Model)

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.

The cost of capital for the Company 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:

The cost of equity for the Company 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)

ß* (E[Rm] - Rf)

CRP

+

+

[(1+Rf)/(1+Ia)*(1+Ibr)-1] +(β*Rm)+CRP+Rs = Ke Cost of Equity

=

Rs

+


26

V. Valuation Methodology Discount rate (cont.)

To calculate the industry average Beta we have considered an unlevered beta of 0.98. To calculate the average Betas of the sectors we considered the comparables companies.

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).

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 BPMB’s 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).

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)

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.


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Assumptions Introduction

Overview of Parnaíba Complex

Overview of the Parnaíba Complex

The Parnaíba Complex is an energy park that, given the proximity between the gas fields (upstream) and TPPs (downstream), is founded on an integrated model.

Downstream

The Parnaíba Thermal Electric Complex is formed by four TPPs (Parnaíba I, Parnaíba II, Parnaíba III and Parnaíba IV) that are expected to reach a full installed capacity of 1,425MW. It is located in the state of Maranhão, Brazil.

Upstream

According to Eneva´s management, the upstream segment is expected to deliver 32.3 BCM of gas throughout current projection assumptions.

Currently, the Parnaíba Complex operates 3 gas fields and 7 exploration blocks with a total approximate area of 21 thousand square kilometers.

Overview of Downstream

Parnaíba Complex - Downstream composition

TPP Installed capacity (MW)Parnaíba I 675

Parnaíba II 517

Parnaíba III 178

Parnaíba IV 56

Total 1426

Source: Eneva JR’s website

MA


29

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 Parnaíba III, and 2028 for Parnaíba 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:

Assumptions Introduction (cont.)

Source: Eneva website


30

1.9 0.4

23.9

6.18.4

32.3

70.0

0

10

20

30

40

50

60

70

80

BC

M

Proven and estimated reserves

Morada Nova

Tianguar

Esperantinópolis

Basílios

Havana

Axixa

Angical

GVRGVB

SE BJIsabel

ChicoteAlencar

RaimundoSossêgoVitória


Source: BTG

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 Management has already conducted extensive research on other wells located in GVR, GVB, SE Bom Jesus, Fazenda Isabel, Fazenda Chicote, Fazenda Alencar, Fazenda São Raimundo, Fazenda Sossêgo and Fazenda Santa Vitória.

The company plans to launch 4 fields (Fazenda Santa Isabel, SE Bom Jesus, Santa Vitória 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, the Consortium operates in 7 blocks, which also present other gas fields with a potential upside to be considered. The Consortium 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.

37.7


31

Assumptions BPMB

Revenues The results presented below represent 30% 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 Parnaíba 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.

Source: BTG

123187 196

149 167 177 187 197 208 219 231 244 258 248 253 267 282 297

133 140 148

520 0 0 0

2

1 2

22 2 2 2 2 2 2 2 1 2 1

11

1

1 1 0

0

0 0 0 0

60

64 68

7175 80 84 89 93

99104

110116

104 110116

122129

0 0 0

0

0 0 0 0

76

6474

4757

6064

6771

7579

8388

67 7175

7983

0 0 0

0

0 0 0 0

261

316339

270301

319336

355374

395417

440462

422 435459

484511

134 142 148

52

0 0 0 00

100

200

300

400

500

600

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

R$

MM

BPMB Gross revenue projection

Gas contract Condensate Fixed rental Variable rental


32

Assumptions BPMB

Deductions

The results presented below represent 30% of the Consortium’s 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 30% of the Consortium’s 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 owne d 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. BTG’s 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.

20 22 2435 31 33 37

43 38 40 42 4451 49 52 54 57 60

30 29 30

110 0 0

68

01020304050607080

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

R$

MM

BPMB Costs projection

Opex Landowner share Easement agreement Total abandonment costSource: BTG


33

Assumptions BPMB

Expenses

The results presented below represent 30% of the Consortium’s 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 Consortium: 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.

SG&A BPMB: According to the Client’ Management, it comprises expenses with Back Office, accounting among others. Also according to BPMB, it decreases with the improving integration between the plants.

Exploration expenses: Projected as a combination of expenses from exploration, drilling and other finding expenditures (Seismic, injection wells, among others).

01 2 0 0 2 2 2 2 3 3 3 3 3 3

0 0 0 0 0 0 0 0 0 0 0 0

1920

21 22 1712 11 10 11 12 12 13 14 14

1511 11 12

9 7 6 6

0 0 0 0

2 1 11

1

1 1 1 1 1 1 1 1 11

1 1 1

10 0 0

0 0 0 0

1916

80

0

0 0 0 0 0 0 0 0 00

0 0 0

00 0 0

0 0 0 0

82

77

58

46

39

30 28 27 29 30 32 34 35 3732

23 25 25

1915 13 11

0 0 0 00

5

10

15

20

25

30

35

40

45

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

R$

MM

BPMB Expenses projection

Rental to ANP P&D SG&A Consortium SG&A BPMB Exploration expensesSource: BTG


34

Assumptions BPMB

Depreciation

The results presented below represent 30% of the Consortium’s 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 30% of the Consortium’s Capex

Major capital expenditures has been projected as investments in development, and in the infrastructure that is built in order to connect the pipeline.

21 17 180 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

80

4214

29 26 220 0 0 0

24 25 23 250 0 0 0 0 0 0 0 0 0 0 0

97

84

6351

18 18

0 0 0 0

14 14 14 14

0 0 0 0 0 0 0 0 0 0 0 0

5

0

00

0 0

0 0 0 0

0 0 0 0

0 0 0 0 0 0 0 0 0 0 0 0

203

143

9580

43 39

0 0 0 0

37 39 37 38

0 0 0 0 0 0 0 0 0 0 0 00

50

100

150

200

250

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

R$

MM

BPMB Capex projection

Drilling Development Infrastructure Other development capexSource: BTG


35

Assumptions BPMB

Income taxes BPMB is taxed with income taxes and social contribution rates at 25% and 9% respectively. It is worth mentioning, however, that BPMB has the following fiscal

benefit :

• Lucro da Exploração “Exploration Profit”, granted by SUDENE, from 2014 to 2023.

Working capital The table presents the average of days and drivers for each account.

BPMB

Current assets Days DriverAccounts receivable 45 Days of revenuesTaxes receivable 3 Days of revenues

Current liabilities Days DriverTax payables 30 Days of costs and capexAccounts payable 30 Days of deductions

Other accounts payable 2 Days of costs

Source: BTG


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Valuation BPMB

Income Statement We present, below, BPMB’s projected income statement:

Projected income statement - BPMB

R$ M 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027Gross revenues 261.09 316.39 339.03 269.58 301.41 318.51 336.10 354.67 374.24 394.89 416.68 439.56 462.05Deductions (36.60) (58.68) (60.09) (45.97) (52.41) (56.18) (59.65) (70.17) (77.65) (83.23) (87.76) (91.74) (92.87)Net revenues 224.50 257.72 278.94 223.61 249.00 262.33 276.45 284.50 296.59 311.67 328.91 347.82 369.18Costs (19.88) (22.47) (23.91) (35.05) (31.22) (32.74) (36.91) (43.08) (38.02) (40.05) (42.20) (44.47) (51.42)Gross profit 204.62 235.24 255.03 188.56 217.78 229.59 239.54 241.42 258.58 271.61 286.71 303.36 317.75Expenses (41.69) (38.45) (29.17) (22.82) (19.73) (14.99) (14.17) (13.55) (14.30) (15.09) (15.92) (16.79) (17.71)EBITDA 162.93 196.79 225.86 165.73 198.05 214.60 225.37 227.87 244.28 256.53 270.80 286.57 300.04

EBITDA margin 72.58% 76.36% 80.97% 74.12% 79.54% 81.80% 81.52% 80.09% 82.36% 82.31% 82.33% 82.39% 81.27%Depreciation/Amortization (64.37) (61.81) (57.94) (48.59) (46.45) (44.82) (41.10) (41.14) (41.18) (41.21) (45.39) (44.10) (42.86)EBT 98.56 134.98 167.92 117.14 151.60 169.78 184.26 186.73 203.10 215.32 225.40 242.47 257.18Income tax and social contribution (25.04) (31.25) (39.32) (27.97) (36.12) (40.47) (43.92) (44.50) (48.40) (73.21) (76.64) (82.44) (87.44)

% EBT -25.41% -23.15% -23.42% -23.88% -23.83% -23.84% -23.84% -23.83% -23.83% -34.00% -34.00% -34.00% -34.00%Net income 73.52 103.73 128.60 89.17 115.48 129.31 140.34 142.22 154.70 142.11 148.77 160.03 169.74

Projected income statement - BPMB

R$ M 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040Gross revenues 421.73 434.67 458.54 483.82 510.52 134.07 141.55 148.23 52.16 - - - -Deductions (85.07) (86.08) (90.91) (96.02) (101.41) (41.91) (44.46) (46.88) (23.80) - - - 3.14Net revenues 336.66 348.59 367.63 387.80 409.11 92.16 97.09 101.35 28.36 - - - 3.14Costs (49.09) (51.57) (54.35) (57.29) (60.21) (29.88) (28.84) (30.39) (11.20) - - - (67.79)Gross profit 287.57 297.02 313.28 330.51 348.90 62.28 68.24 70.96 17.16 - - - (64.65)Expenses (18.40) (16.26) (11.63) (12.27) (12.95) (9.48) (7.50) (6.41) (5.86) - - - -EBITDA 269.17 280.76 301.65 318.24 335.96 52.79 60.74 64.55 11.30 - - - (64.65)

EBITDA margin 79.95% 80.54% 82.05% 82.06% 82.12% 57.29% 62.56% 63.69% 39.84% N.a. N.a. N.a. -2062.16%Depreciation/Amortization (39.69) (35.19) (35.19) (35.20) (35.21) (15.37) (14.16) (13.40) (4.47) - - - -EBT 229.48 245.58 266.45 283.04 300.75 37.42 46.58 51.15 6.83 - - - (64.65)Income tax and social contribution (78.02) (83.50) (90.59) (96.23) (102.25) (12.72) (15.84) (17.39) (2.32) - - - -

% EBT -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% N.a. N.a. N.a. 0.00%Net income 151.45 162.08 175.86 186.81 198.49 24.70 30.74 33.76 4.51 - - - (64.65)


38

Valuation BPMB

Cash Flow We present, below, BPMB’s projected cash flow:

Projected cash flow - BPMB

R$ M 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040Net income 151.45 162.08 175.86 186.81 198.49 24.70 30.74 33.76 4.51 - - - (64.65)Depreciation/Amortization 39.69 35.19 35.19 35.20 35.21 15.37 14.16 13.40 4.47 - - - -Changes in WC 2.87 (1.36) (1.88) (1.53) (1.64) 29.04 (0.48) (0.13) 4.29 (1.32) - - 4.78Capex (38.45) - - - - - - - - - - - -Free cash f low to f irm 155.57 195.91 209.17 220.47 232.07 69.11 44.42 47.02 13.27 (1.32) - - (59.87)

Discount factorDiscount rate 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15Discount period 13.50 14.50 15.50 16.50 17.50 18.50 19.50 20.50 21.50 22.50 23.50 24.50 25.50Discounted cash flow 24.76 27.21 25.35 23.32 21.42 5.57 3.12 2.89 0.71 (0.06) - - (1.86)

Projected cash flow - BPMB

R$ M 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027Net income 73.52 103.73 128.60 89.17 115.48 129.31 140.34 142.22 154.70 142.11 148.77 160.03 169.74Depreciation/Amortization 64.37 61.81 57.94 48.59 46.45 44.82 41.10 41.14 41.18 41.21 45.39 44.10 42.86Changes in WC 11.38 (2.31) (3.17) 5.39 (2.88) (1.42) (1.02) 1.00 (0.80) (0.87) (1.29) (1.58) (1.92)Capex (203.03) (142.74) (94.64) (80.05) (43.48) (39.50) - - - - (37.33) (38.63) (37.16)Free cash f low to f irm (53.76) 20.49 88.73 63.10 115.57 133.21 180.43 184.36 195.08 182.45 155.53 163.92 173.52

Discount factorDiscount rate 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15Discount period 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 10.50 11.50 12.50Discounted cash flow (50.10) 16.58 62.37 38.52 61.27 61.34 72.15 64.03 58.84 50.05 37.24 34.25 31.64


39

Valuation BPMB

Valuation We present, below, BPMB’s Valuation:

BPMB's Equity value

R$ MMSum of discounted cash flow 670.59 Adjustments 17.58

Cash and cash equivalent 21.23 Dividends before merger (6.71) Deferred taxes 3.06

Equity value 688.17


40

Conclusion

Based on the scope of our report, and subject to the assumptions, restrictions, and limitations described herein, we have estimated the fair value of BPMB as at December 31, 2014, as presented below.

The valuation of BTG’s stake in BPMB’s valuation (100%) as at December 31, 2014 ranges from R$ 655.5 million to R$ 720.9 million.

The valuation methodology applied in order to determined the value of BPMB was the discounted cash flow method (presented on pages 37 to 39).

Valuation Conclusion

BPMB

670.59

17.58 688.17

BPMB Enterprise

value

Adjustments BPMB Equity value

R$

MM


In providing its services, KPMG relied on information provided by the Client´s and BTG’s 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 Client’s and BTG’s Management and should not be treated as such.

Neither KPMG nor the Client’s or BTG’s 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.


BPMB Valuation interval

Bottom (-5%) Central Upper (+5%)Equity value 655.48 688.17 720.86


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Appendix I Curricula vitae

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 Açúcar 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).

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 – Fundação Dom Cabral, Rio de Janeiro – 2012 Experience

Sector of experience

Electricity, Oil and Gas, Sugar and Alcohol. Agriculture, Financial Sevices and Consumer Goods

Name Claudio Roberto de Leoni Ramos Position Partner, Advisory - Corporate Finance Qualifications BS degree in Mechanical Engineering from the School of Technology at the University of Brasília, Brazil.

MBA degree in Finance, Economics and International Business from New York University’s Leonard N. Stern School of Business and Università Commerciale Luigi Bocconi, Milan. Claudio has been a professor for Corporate Finance classes in the Executive MBA of FAAP University in São Paulo. Passed CFA Level 1 exam in 2009. Claudio is a board member of Enactus Brazil (http://enactus.org/country/brazil/).

Experience 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. Cláudio 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 KPMG’s Global Valuations Committee and one of the seven members of the Global Valuations Leadership Team. He’s the lead partner of the Valuations Group in KPMG Brazil.

Sector of expertise Financial institutions, mining, services, insurance, foods and beverages


43

Appendix I (cont.) Curricula vitae

Name Augusto Sales Position Partner, Advisory – Global Strategy Group Qualifications Brazil CPA

MBA, IBMEC Business School, Rio de Janeiro BA, Accounting, Universidade Federal Fluminense (UFF), Rio de Janeiro

Experience Augusto is responsible for leading the KPMG’s 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.

Sector of expertise Power Generation, Transmission and Distribution, Mining and Metals, Oil & Gas spaces.

Name

Rúben 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, Rúben 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. Since December 2014, Rúben is based in the Rio de Janeiro office.


Energy and Infrastructure


44


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.

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


Banking, real estate, power, agribusiness, foods and beverages, retail and logistic.


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Appendix II Balance Sheet | BPMB

Balance sheet - BPMB

R$ MM 31/12/2013 31/12/2014Liabilities

CurrentAccounts payable 70.49 11.80 Tax payables 17.04 8.05 Dividends payable 2.15 6.71 Other accounts payable 0.01 1.65

Non-currentProvision for abandonment of installation 18.20 25.04

Shareholders' equityEquity 315.12 315.62 Capital reserve - 49.50 Legal reserve 0.45 3.67 Profit reserve 6.44 45.81 Accumulated profits - -

Total liabilities and shareholders' equity 429.91 467.85

Balance sheet - BPMB

R$ MM 31/12/2013 31/12/2014Assets

CurrentCash and cash equivalent 1.53 21.23 Accounts receivable 35.41 47.25 Other receivables and prepaid expenses - 0.91 Taxes receivable 0.04 2.62

Non-currentMutual w ith related party 11.27 - Deferred taxes 4.99 3.06 Fixed assets 369.22 386.53 Intangibles 7.44 6.25

Total assets 429.91 467.85


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Appendix IV Discount rate

BPMB

Source:

■ (a) Risk free rate – Bloomberg

■ (b) USA CPI – Economist Intelligence Unit

■ (c) Long term Brazilian inflation – Central Bank of Brazil

■ (e) Equity risk premium – Damodaran

■ (f) Unleverage beta (sector) – Bloomberg

■ (g) Debt to Equity (sector) – Bloomberg

■ (h) Effective tax rate – Tax effective rate applicable to the company

■ (j) Country risk premium – J.P Morgan

■ (k) Size premium – Ibbotson research

■ (L) % Equity (sector) – Bloomberg

■ (m) % Debt (sector) – Bloomberg

■ (n) Cost of Debt – CDI x 120%

Discount rate

During Sudene After SudeneRF - T-Bond 30 years - 2 years (a) 3.4% 3.4%

American inflation ("CPI") (b) 2.0% 2.0%

Long Term Brazilian inflation ("IPCA") (c) 5.5% 5.5%

RF Adjusted (d) = (1 + a) / (1 + b) * (1 + c) -1 6.9% 6.9%

Equity risk premium (ERP) (e) 4.6% 4.6%

Unleverage beta - setorial (f) 0.98 0.98

D/E (g) 42.9% 42.9%

Effective tax rate (h) 23.9% 34.0%

Releverage beta (i) = f * {1 + [g * (1 - h)]} 1.31 1.26

Country risk premium - EMBI+ (CRP) - 2 y (j) 2.18% 2.18%

Size premium (k) 1.98% 1.98%

CAPM nominal R$ Re = d + (e * i) + j + k 17.1% 16.9%

% Equity (L) 70.0% 70.0%

% Debt (m) 30.0% 30.0%

Cost of debt before tax (n) 13.9% 13.9%

Tax rate (h) 23.9% 34.0%

Cost of debt after tax (o) = n * (1 - h) 10.6% 9.2%

WACC nominal R$ = Re * L + o * m 15.14% 14.58%

© 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).

Attachment III

E.ON Assets Valuation Report

0 © 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.

Eneva S.A. in Judicial Recovery Economic and Financial Valuation Report of

Eneva Participações S.A. in Judicial Recovery and Parnaíba Gás Natural S.A.

CORPORATE FINANCE

April 13, 2015

To the Board of Directors of Eneva S.A. in Judicial Recovery Rio de Janeiro - RJ April 13, 2015 Economic and financial valuation report of: Eneva Participações S.A. in Judicial Recovery and Parnaíba Gás 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 Participações S.A. in Judicial Recovery (“Eneva Participações JR”) and Parnaíba Gás 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 Paulo Gulherme Coimbra Partner Partner

ABCD KPMG Corporate Finance Ltda. Av. Almirante Barroso, 52 – 4th 20031-000 - Rio de Janeiro, RJ - Brazil P.O. Box 2888 20001-970 - Rio de Janeiro, RJ – Brazil

Phone 55 (21) 3515-9400 Fax 55 (21) 3515-9000 Internet www.kpmg.com.br


2

Important Notes

For the benefit of this report, Eneva S.A. in Judicial Recovery (“Eneva JR” or “Client”), Eneva Participações S.A. in Judicial Recovery (“Eneva Participações JR”) and Parnaíba Gás Natural S.A. (“PGN”), altogether will be referred to as “Companies”.

On February 12th, 2015, Eneva and Eneva Participações 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 JR´s 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.À.R.L (the main shareholder of Eneva JR and of Eneva Participações 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 Participações JR and 9.09% stake in PGN (“Transaction”).

This report has been elaborated by KPMG, as per Eneva JR´s Board of Directors´ requisition, as a support for the Transaction. The report, according to the JRP, will be presented to Eneva JR´s 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 KPMG´s 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 São 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.

The economic and financial valuation of Eneva Participações JR was based on (i) Discounted Cash Flows (“DCF”) for Parnaíba III Geração de Energia S.A., Parnaíba IV Geração 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: − “BAL ENEVA PARTIC_DEZ_2014.xls”, “Bdados_dez 2014.xlsx”, “MPX EON

Consolidado MPX Dez-14 (EQ).xlsx”, unaudited financial data related to Eneva Participações 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 Participações JR’s 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 Parnaíba III e IV;

− “Hour dispatching – Overhaul.xlsx”, related to the overhauling costs of UTE Parnaíba III and IV;

− “APÓLICE DE RISCOS OPERACIONAIS.msg”, related to the insurance costs of UTE Parnaíba III and IV;

− “mutuos_Dez14.pdf”, related to the intercompany loans within Eneva Participações JR; and

− “WK breakdown.xlsx”, related to the working capital breakdown for UTE Parnaíba III and IV.


3

Important Notes

The services rendered by KPMG were based on the following information provided by E.ON: − “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.ON’s view on PGN

production modeling; − “EON proposal dispatch 2015.03.18.xlsx” Other pertinent information; − “1. Untitled_23032015_112117.pdf” – Apresentação ANEEL, PGN’s business

presentation; − “FS_Eneva_2014_eng.pdf”, Eneva’s Historical financial statement data of

31/12/2014, which is unaudited; − “Final Report Pecém II_extract for KPMG.pdf”, “MPX_FS YE 2012_page 81.pdf”, to

support the PPA renewal assumption for UTE Parnaíba 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 Parnaíba Basin, Capex projection, Opex projection for PGN and BPMB

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.

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.

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.

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 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 Client’s assets, liabilities, or its solvency. Therefore, the Client, including its Management, takes responsibility for all information provided to or discussed with KPMG.

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 Provider´s management´s best evaluation of the Companies´ and respective market´s best perspectives.

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 KPMG´s independent verification.


4

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.


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Contents

Glossary






VI. Assumptions

IX. Valuation



Appendix III – Book Value

Appendix IV – Discount Rates

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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


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Contents

E&P Exploration & Production

GDP Gross Domestic Product

GVB Gavião Branco Gasfield

GVR Gavião 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


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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 Parnaíba S.A.

BTG Banco BTG Pactual S.A.

Cambuhy Cambuhy Investimentos

Eneva JR Eneva S.A. – in Judicial Recovery

Eneva Participações JR Eneva Participações S.A. - in Judicial Recovery

E.ON E.ON S.E. PGN Parnaíba Gás Natural S.A.

OGX An Oil & Gas Company from the EBX Group


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Introduction

Eneva JR is a publicly-listed company and Eneva Participações JR is a joint venture owned by Eneva JR (50%) and E.ON (50%).

On February 12th, 2015, Eneva and Eneva Participações 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 JR’s 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.

Within such context, E.ON, as main shareholder of Eneva JR and Eneva Participações 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 Participações (downstream) and a 9.09% stake PGN (upstream).

Given the above mentioned context and background, the objective of our work, in accordance with the Client’s request was to perform a valuation of PGN and Eneva Participações, 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 Participações 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 Participações JR’s 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 Parnaíba III e IV;

− “Hour dispatching – Overhaul.xlsx”, related to the overhauling costs of UTE Parnaíba III and IV;

− “APÓLICE DE RISCOS OPERACIONAIS.msg”, related to the insurance costs of UTE Parnaíba III and IV;

− “mutuos_Dez14.pdf”, related to the intercompany loans within Eneva Participações JR; and

− “WK breakdown.xlsx”, related to the working capital breakdown for UTE Parnaíba III and IV.

The main basis of information used from E.ON is listed below: − “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.ON’s view

on PGN production modeling; − “EON proposal dispatch 2015.03.18.xlsx” Other pertinent information; − “1. Untitled_23032015_112117.pdf” – Apresentação ANEEL, PGN’s

business presentation; − “FS_Eneva_2014_eng.pdf”, Eneva’s Historical financial statement data of

31/12/2014, which is unaudited; − “Final Report Pecém II_extract for KPMG.pdf”, “MPX_FS YE 2012_page

81.pdf”, to support the PPA renewal assumption for UTE Parnaíba 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 Parnaíba Basin, Capex projection, Opex projection for PGN and BPMB.

The valuation was based substantially on information and assumptions provided by the Client’s Management and E.ON, which were discussed with and analyzed by KPMG.



11

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 KPMG’s 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.


12


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 Participações JR and PGN as at December 31, 2014, as presented below.

Eneva Participações S.A. in Judicial Recovery

E.ON’s stake (50.0%) (R$MM)

158.63 166.18 151.07

- +

PGN


Equity Value per share

(R$) 1.13

1.19 1.25

PGN’s valuation, as at December 31, 2014, ranges from R$ 985.0 million to R$ 1,083.2 million. The valuation of E.ON’s 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) .

Eneva Participações in Judicial Recovery’ valuation, as at December 31, 2014, ranges from R$ 302.1 million to R$ 332.4 million. The valuation of E.ON’s stake in Eneva Participações 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 shareholder´s equity (presented on page 71).

Equity Value 100%

(R$ MM) 302.15 317.26 332.36

E.ON’s stake (9.09%) (R$MM)

94.00 98.46 89.53

- +

Equity Value per share

(R$) 1.46

1.53 1.60

Equity Value 100%

(R$ MM) 984.96 1,034.08 1,083.20


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Glossary






VI. Assumptions

IX. Valuation





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The KPMG Network KPMG Corporate Finance Ltda. is part of a global network of independent

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.

KPMG brand was created in 1987 from the merge of Peat Marwick International (PMI) and Klynveld Main Goerdeler (KMG).

KPMG International´s member firms in Brazil, through its various autonomous offices, account for 156 partners and more than 3,282 employees in 22 cities: São Paulo (headquarters), Belo Horizonte, Belém, Brasília , Campinas, Curitiba, Cuiabá, Florianópolis, Fortaleza, Goiânia, Joinville, Londrina, Manaus, Osasco, Porto Alegre, Recife, Ribeirão Preto, Rio de Janeiro, Salvador, São Carlos, São José dos Campos and Uberlândia.

The Corporate Finance segment of KPMG International member firms sum up to approximately 2,100 professionals, in more than 100 offices across 82 countries.

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.

Internal process of approval of the report The economic and financial valuation of the Companies was performed by

a team of qualified consultants, monitored and reviewed by the engagement partner. In addition, the team was also composed of a partner-reviewer, a senior manager and a manager.

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), Cláudio Ramos, Rúben 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 Participações JR, nor do its partners, directors, officers, directors, controllers or persons related to them;

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..


15

II. Information about the appraiser (cont.)

• Presented below are some of KPMG’s experiences in the energy & natural resources:sector:


2014

Acted as financial advisor for LNG tariff review

Petra Energia and Parnaíba Gás Natural


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

Enel

2014


2014

Valuation related to a 20% stake acquisition of Jirau HPP (3,750

MW)

Mitsui & Co


2014

Valuation related to the acquisition of Unisa

TAESA (Cemig Group)


2013

Valuation related to the acquisition of Desenvix

SN Power


2013

Valuation of Brasympe for company restructuring purposes

Brasympe


2013

Valuation related to the acquisition of CELPA

(distribution)

Equatorial Energia


2014

Sell-side financial advisor in Vicel´s sale to Soenergy

Vicel


2014


2013

Valuation related to the acquisition of Elektro

Iberdrola


2013

Valuation related to the acquisition of TBE Group

(transmission)

TAESA (Cemig Group)


2014

Valuation related to the acquisition of 5 electricity transmission companies

State Grid


2013

Valuation related to the acquisition of Grupo Guascor

Dresser Rend



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IX. Valuation





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A Brief History of Eneva JR and Eneva Participações JR

III. Information about the companies Eneva Participações – Judicial Recovery

2007 2008 2010 2012 2013 2014 2015

Eneva and E.ON form strategic partnership to invest in the energy markets of Brazil and Chile.

Eneva enters the Market with the energy sale from UTE Itaqui and Energia Pecém on the A-5 auction promoted by ANEEL, with supply contract for 15 years.

Lauching of the fundamental stone marks the inicial phase of construction and mounting of one of the leading projects of Eneva's portfolio.

Eneva and OGX start the drilling of 1-0GX-16MA well, located in the PN-T-68 bloc in the Parnaíba Basin, State of Maranhão, and identify hydrocarbons.

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%. Parnaíba I reaches total installed capacity in commercial operation, with 676 MW.

The Parnaíba 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.

Eneva and Eneva Participações, 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.

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 Eneva’s stabilization plan aimed at strengthening the capital structure and measures for the re-profiling of Eneva’s financial debt.

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.

Source: Eneva JR

* Income statement - Eneva Participações JR *

R$ MM 31/12/2014Net revenues 499.14

Cost of goods sold (553.21)Gross profit (54.07)

SG&A (10.31)EBIT (64.38)

Financial expenses (19.28)EBT (83.66)

Deferred tax 21.24Lucro líquido/prejuízo (62.42)

* non-auditedNet income/losses (146.07)Net income/losses (62.42)


18

ENEVA Comerc. de

Energia Ltda..

III. Information about the companies (cont.) Eneva Participações – Judicial Recovery

Source: Eneva JR

100%

Seival Participações

S.A.

Seival Geração de

Energia Ltda.

Açu II Geração de Energia S.A.

UTE Porto do Açu

Energia S.A.

ENEVA Solar Empreendimen-

tos Ltda.

Tauá Geração De Energia

Ltda.

ENEVA Comerc. de

Combustíveis Ltda.

Sul Geração de Energia Ltda..

Açu III Geração de Energia

Ltda.

50% 50% 50% 50% 50% 100%

Parnaíba Participações

S.A. SPEs Ventos*

* Central Eólica Algaroba Ltda. Central Eólica Asa Branca Ltda. Central Eólica Boa Vista I Ltda. Central Eólica Boa Vista II Ltda. Central Eólica Boa Vista III Ltda. Central Eólica Bonsucesso Ltda. Central Eólica Bonsucesso II Ltda. Central Eólica Milagres Ltda. Central Eólica Morada Nova Ltda. Central Eólica Ouro Negro Ltda. Central Eólica Pau Branco Ltda. Central Eólica Pau D´Arco Central Eólica Pedra Branca Ltda. Central Eólica Pedra Rosada Ltda. Central Eólica Pedra Vermelha I Ltda. Central Eólica Pedra Vermelha II Ltda. Central Eólica Santa Benvinda I Ltda. Central Eólica Santa Benvinda II Ltda. Central Eólica Santa Luzia Ltda. Central Eólica Santo Expedito Ltda. Central Eólica São Francisco Ltda. Central Eólica Ubaeira I Ltda. Central Eólica Ubaeira II Ltda.

Parnaíba Geração e Comerc. de Energia S.A.

Parnaíba IV Geração de Energia S.A.

70%

70%

Parnaíba III Geração de Energia S.A.

70%

ENEVA PARTICIPAÇÕES

S.A.

MPX Chile Holding

Ltda.

50% 100% 100% 100% 100%

100% 1

2

3

4 6 7

5

8 9 10 11 12 13 15 16

14


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Parnaíba Participações S.A.


Parnaíba III & IV

■ Originally denominated as UTE MC2 Nova Venécia, UTE Parnaíba 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 Espírito Santo state, Brazil.

■ In 2011, ANEEL authorized the transfer of ownership and contractual modifications – including location change - that led to the creation of UTE Parnaíba III.

■ Parnaíba IV obtained an authorization in 2013 to operate and sell its energy within the ACL, and its concession agreement is due in 2028.

Source: Eneva JR

Parnaíba Geração e Comercializadora de Energia

■ Parnaíba Geração e Comercializadora de Energia is an energy trading company, whose provider of electricity is Parnaíba IV. In effect, the CCEAL agreement between the TPP and the trading company stipulates that the latter agrees to acquire 5% of the former´s gross energy.

■ Parnaíba Comercializadora is a break-even company, therefore does not generate material profits nor losses.

1 2 3

100 %

5 % 95 %

Kinross Mining

CCEAL Agreements

Parnaíba Comercializadora

�� Parnaíba IV’s generated energy

Overview of Parnaíba III & Parnaíba IV

Operational highlights Parnaíba III Parnaíba IV

Concession agreement CCEAR Nº 7179/08

N/A ( 1 )

Full installed capacity (MW) 176 56

Physical guarantee (MW) 101.8 52

Net physical guarantee (MW) 98 49 Concession/authorization expiry 2027 2028 (1)

(1) - Parnaíba 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.


20

Company Description Equity Value at 100% (R$ MM)

Seival Participações S.A. Holding company, which detains the control of Seival Participações Geração Ltda. 39.49

Seival Geração de Energia Ltda.

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.

-

Açu II Geração 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 gas fueled power plant in the Açu Complex. However, the project is currently in standby.

4.67

UTE Porto do Açu 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 Açu Complex. However, the project is currently in standby.

44.00

MPX Chile Holding Ltda. Holding company which controlled the Companies’ business in Chile that were sold in December, 2014. 0.22

Sul Geração de Energia Ltda.

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

ENEVA Comercializadora de Combustíveis Ltda. It is a non-operational fuel trading company. (0.04)

ENEVA Solar Empreendimentos Ltda.

Is a holding company, which detains control of Tauá Geração de Energia Ltda. 8.42

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.


Source: Eneva JR

4

5

6

7

8

10

11

12

Company Description Equity Value at 100% (R$ MM)

Açu III Geração de Energia S.A. Special Purpose Vehicle that was incorporated in order to detain information and technology softwares. 2.52

Tauá Geração de Energia Ltda. Located in Tauá, Ceará, the company operates a 1MW solar powerplant. -

ENEVA Comercializadora de Energia S.A.

It is an electricity trading company, located in Rio de Janeiro. Its level of activity is not relevant. 19.54

SPE Ventos

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

13

14

15

16


21

PGN owns a 70% stake in the Consortium that holds the concessions of 7 blocks in the Parnaíba Basin (21,000 km²).

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 Parnaíba Gás Natural (former OGX Maranhão) were acquired by the PE fund Cambuhy Investimentos and E.ON.

III. Information about the companies (cont.) PGN

Consortium’s information

The upstream consortium in the Parnaíba Basin (“Consortium”) currently operates 3 gas fields and 7 exploration blocks with a total approximate area of 21 thousand square kilometers in the Maranhão State.

Below is presented a simplified diagram of the Consortium’s current operation.

Source: E.ON

Consortium

BPMB PGN

BTG Patcual E.ON Cambuhy Investimentos Eneva JR

9%

70% 30%

100% 18%

73%

Integrated project concept – Gas to wire

Long term contracts with thermal plants (UTEs) controlled by Eneva JR and Eneva Participações 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.


22

III. Information about the companies (cont.) 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.

Source: PGN´s annual report 2014

Income Statement

R$ MM 31/12/2013 31/12/2014Sales net revenue 323.71 581.98Costs (118.84) (274.49)Gross profit 204.88 307.49Operational expenses

Exploration expenses (76.06) (43.77)SG&A (25.57) (30.88)Other operational revenues/expenses (0.56) (8.35)

Operational expenses (102.19) (83.01)EBIT 102.69 224.48Financial results

Financial revenues 24.83 55.73Financial expenses (73.11) (92.15)Exchange rate net variation (33.65) (9.99)

Financial result (81.93) (46.41)EBT 20.76 178.07Income tax and social contribution (7.65) (23.97)Deferred taxes (0.48) (32.36)Net profit 12.64 121.74


23

Contents

Glossary






VI. Assumptions

IX. Valuation





5

9

13

16

23

27

32

49

63

67

70

72


24

Projected

2,50 2,50 2,50 2,55

3,664,21

3,10

4,134,50 4,70 4,79

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

IV. Information about the Market Brazilian Macroeconomic trends

Macroeconomic trends

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%.

According to the Brazilian Central Bank, the forecasted GDP variation for 2015 and 2016 are 0.5% and 1.8% respectively.

Projected

Exchange Rate (USD/BRL) – annual variation (%)

Source: BCB (31/12/2014)

1,76 1,67 1,94

2,14 2,36

2,71 2,76 2,79 2,86 2,96 3,06

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Henry Hub (USD$/MMBtu)

Source: Bloomberg (31/12/2014)

5,91

6,50

5,84 5,80

6,38 6,56

5,70 5,50 5,50 5,50 5,50

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

IPCA – annual variation(%)

Source: BCB (31/12/2014)

Projected


25

IV. Information about the Market Brazilian Energy sector overview: Electricity

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

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.

Hydraulic77%

Natural gas8%

Biomass7%

Nuclear2%

Others6%

Electricity generation

matrix

Distributors: 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:

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.

Sources of energy



Source: EPE


26

IV. Information about the Market Brazilian Energy sector overview: Oil and Gas

In the next years, oil production in Brazil was expected to grow, thanks to 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 Petrobras´business plan).

Gas production, similarly, is expected to grow vigorously in the next years, reaching 35.9 billion cubic meters by 2023. Production is expected to come mainly from the offshore Campos and Santos basins.

Brazilian proven oil reserves, as reported by EIA, are 13.15 billion 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.

Production Reserves

Projected

Projected

Projected

Source: EIA, BMI 0369

1215

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023Mill

ion

cubi

c m

eter

s pe

r day

Dry Natural Gas Production

0

1

2

3

4

5

6

7

8

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Mill

ion

barre

ls p

er d

ay

Proven Oil Reserves

Projected

020406080

100120140160180

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

Mill

ion

cubi

c m

eter

s pe

r day

Natural Gas Proven Reserves0,00,51,01,52,02,53,03,54,04,5

2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023

MM

Bar

rels

per

day

Crude oil and Other liquids production4.54.03.53.02.52.01.51.00.50.0


27

Contents

Glossary






VI. Assumptions

IX. Valuation





5

9

13

16

23

27

32

49

63

67

70

72


28

Free Cash Flow to Firm

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

Working Capital

Investments (Capex)

=

+

-

Depreciation and Amortization +/-


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 company’s activities) that are predictable from the perspective of perpetuity of the entity. These projections should take into consideration the business plan established by the company’s 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 company’s 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).



29

Discounted Cash Flows Method (DCF)

Historical Balance Sheet

Free Cash Flow To Firm

Assumptions

Historical Income Statement

Projections by Business Units

Projected Income Statement

Projected Capex, R&D, Working Capital

Discounted Free Cash Flow

Projected Balance Sheet

Discount Rate

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.

Book value approach

Current Balance Sheet

Shareholder´s equity

Book value

Adjustments

V. Valuation Methodology DCF and Book value


30

V. Valuation Methodology Discount rate

D = Total debt E = Total equity t = Tax rate Kd = Cost of debt Ke = Cost of equity

Rf = Average risk-free return β = Beta - specific risk coefficient E[Rm] = Average long-term return obtained on the stock market E[Rm] - Rf = Market premium CRP = Country risk Rs = Size premium α = Alpha factor Ia = Long-term inflation in the United States Ibr = Long-term inflation in Brazil

E/(D+E)*Ke+(D/(D+E)*Kd = WACC Weighted Average Cost of Capital

D/(D+E)

Kd * (1-t)

E/(D+E)

Ke

=

*

+

*

WACC (Weighted Average Cost of Capital) CAPM (Capital Asset Pricing Model)

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.

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:

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)

Rs

α

+

+

[(1+Rf)/(1+Ia)*(1+Ibr)-1] +(β*Rm)+CRP+Rs+α = Ke Cost of Equity

=

ß* (E[Rm] - Rf)

CRP

+


31

V. Valuation Methodology Discount rate (cont.)

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.

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).

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 Eneva’s 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 (“α”) represents the additional risk associated with

a more uncertain cash flows (only applied to Parnaíba III and Parnaíba IV, as referred on page 73).

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)

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.


32

Contents

Glossary






VI. Assumptions

IX. Valuation





5

9

13

16

23

27

32

49

63

67

70

72


33

Assumptions Introduction

Overview of Parnaíba Complex

Overview of the Parnaíba Complex

The Parnaíba Complex is an energy park that, given the proximity between the gas fields (upstream) and TPPs (downstream), is founded on an integrated model.

Downstream

The Parnaíba Thermal Electric Complex is formed by four TPPs (Parnaíba I, Parnaíba II, Parnaíba III and Parnaíba IV) that are expected to reach a full installed capacity of 1.425MW. It is located in the state of Maranhão, Brazil.

Upstream

According to Eneva´s management, the upstream segment is expected to deliver 32.3 BCM of gas throughout current projection assumptions.

Currently, the Parnaíba Complex operates 3 gas fields and 7 exploration blocks with a total approximate area of 21 thousand square kilometers.

Overview of Downstream

Parnaíba Complex - Downstream composition

TPP Installed capacity (MW)Parnaíba I 675

Parnaíba II 517

Parnaíba III 178

Parnaíba IV 56

Total 1426

Source: Eneva JR’s website

MA


34

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 Parnaíba III, and 2028 for Parnaíba 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:

Extention of Downstream´s projection period

Albeit the fact that the gas supply agreements for Parnaíba III and IV are bound to expire in 2027 and 2028 respectively, Eneva JR’s management strongly supports the assumption that the TPPs will be able to extend the concession period until 2042 and 2043 respectively.


The rationale behind such assumption, according to Eneva JR’s management, is that the TPPs are not restricted to the Consortium’s gas supply. In fact, should the Consortium not be able to deliver further gas, the TPPs may contract other gas suppliers.

In addition, Eneva JR’s management assumption is based on market’s perspectives, and on the Management´s perception of latest MME´s (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 Parnaíba 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


35

1.9 0.4

23.9

6.18.4

32.3

70.0

0

10

20

30

40

50

60

70

80

BC

M

Proven and estimated reserves

Morada Nova

Tianguar

Esperantinópolis

Basílios

Havana

Axixa

Angical

GVRGVB

SE BJIsabel

ChicoteAlencar

RaimundoSossêgoVitória


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 São Raimundo, Fazenda Sossêgo and Fazenda Santa Vitória.

The company plans to launch 4 fields (Fazenda Santa Isabel, SE Bom Jesus, Santa Vitória 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 Client’s 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.

37.7

Source: E.ON


36

Assumptions Eneva Participações – Judicial Recovery: Parnaíba 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 JR´s 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 Parnaíba III

1,322 1,323

802

454504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504 504

0

100

200

300

400

500

600

700

800

900

0

200

400

600

800

1.000

1.200

1.400

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

R$M

MGW

/h

Volume and revenue projection

CCEAR Revenues CCEAR CVU Net energy dispatch

CCEAR Renewal

Source: Eneva JR


37


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, Parnaíba 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 TPP’s contract with its service provider, which was calculated according to the amount of energy dispatch throughout the projection.

Insurance: Parnaíba III is entirely insured on its fixed and variable revenues. The insurance premium payment was annually adjusted by Brazilian inflation-index IPCA.

47 57 54 57

122

62 66 69 73 77 86 86 90 96 101

156

112 119 125 132 139 154 155 164 173 182

306

203

0

50

100

150

200

250

300

350

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

R$

MM

Fixed costs breakdown

Free market expense O&M ANEEL fee TUST CCEE contribution RGR - over fixed revenue Fuel costs - fixed payments Overhauling InsuranceSource: Eneva JR


38


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, Parnaíba 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 Parnaíba 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 TPP´s revenues; (iii) variable TPP´s costs; and (iv) taxes, regulatory fees and insurance.

Total costs Please find below the cost projection that has been used for Parnaíba III:

226 241

153

90 106 112 118 125 131 139 146 154 163 172 181 191 202 213 225 237 250 264 278 294 310 327345

364

4754

50

53

118

59 62 66 69 73 82 81 86 91 96

151107 112

119125

132146 147

155164

173

296

192

273295

204

143

224

171 180 190 201 212 228 236 249 263 277

342308 325 343

362382

410 425449

474500

641

556

-

100,0

200,0

300,0

400,0

500,0

600,0

700,0

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

R$

MM

Total costs projection

Variable costs Fixed costsSource: Eneva JR


39


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

Parnaíba III owns the following fiscal benefits:

• Lucro da Exploração “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


40

Assumptions Eneva Participações – Judicial Recovery: Parnaíba IV

Revenues ACL revenues: Calculated based on the expected net energy dispatch, estimated by Eneva JR´s management, and the agreed payment per dispatched

megawatt-hour, which is specified in the PPA agreement with Kinross Mining and Parnaíba 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 Parnaíba IV.

Source: Eneva JR

430 430

380

306

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

0

50

100

150

200

250

300

350

-

50,0

100,0

150,0

200,0

250,0

300,0

350,0

400,0

450,0

500,0

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

R$M

MGW

/h

Volume and revenue projection

CCEAL Revenues Other revenues Net energy dispatch

PPA Renewal

2043


41


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 TPP’s contract with its service provider, which was calculated according to the amount of energy dispatch throughout the projection.

Insurance: Parnaíba IV is entirely insured on its revenues. The insurance premium payment was annually adjusted by Brazilian inflation-index IPCA.

Source: Eneva JR

17 1715 14 14 15 16 17 18 19 20 21 22 23 25 26 27 29 30 32

3436

3840

4244

4749

52

0

10

20

30

40

50

60

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

R$

MM

Fixed costs breakdown

O&M ANEEL fee TUST CCEE contribution RGR - over fixed revenue Overhauling Insurance


42


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, Parnaíba 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 Parnaíba 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 Parnaíba III:

Source: Eneva JR

30 32 33 34 35 37 39 42 44 46 49 51 54 57 60 64 67 71 75 79 83 88 9298

103109

115121

128

17 17 15 14 14 15 16 17 18 19 20 21 22 23 25 2627

2930

3234

3638

4042

4447 44

47

47 49 48 48 50 53 55 59 62 65 69 73 77 81 85 90 95100

105111

117123

130137

145153

161 165174

0

20

40

60

80

100

120

140

160

180

200

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

R$

MM

Total costs projection

Variable costs Fixed costs


43


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

Parnaíba IV owns the following fiscal benefits:

• Lucro da Exploração “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


44

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 Parnaíba 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.

Source: E.ON

287437 457

348 391 412 435 459 485 512 540 570 601 579 591 623 658 694

310 328 346

122

140

149 158167

176 186 196 207 218 230 243 256 270 243 256 270 285301

0 0 0

0

4

3 44

4 4 5 5 5 5 66

26 2

22

2

2 2 0

0

178

150 173

111133 141 149 157 165

175184

194205

157 165174

184194

0 0 0

0

609

738791

629703 743 784 828

873921

9721.026

1.078984 1.014

1.0701.129

1.191

313 330 346

122

0 0 0 0 -

200,0

400,0

600,0

800,0

1000,0

1200,0

1400,0

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

R$

MM

PGN Gross revenue projection

Gas contract Fixed rental Condensate Variable rental


45

Assumptions PGN

Deductions

The results presented below represent 70% of the Consortium’s 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 Consortium’s 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.ON´s 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.

Source: E.ON

46 52 5682 73 76 86

101 89 93 98 104120 115 120 127 134 140

70 67 71

260 0 0

158

0306090

120150180

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

R$

MM

PGN Costs projection

Opex Landowner share Easement agreement Total abandonment cost


46

Assumptions PGN

Expenses

The results presented below represent 70% of the Consortium’s 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).

Source: E.ON

0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3 5

- -5 5 5 6 6 6 7 7 7 7

- - - - - - - - - - - -

44 47

49 52 40

29 26 24 26 27 29 30 32 34

36

25 26 27 20 16 14 13

- - - -

44 37

18

-

-

- - - - - - - - --

- - -

-- - -

- - - -

9189

67

52

45

34 32 30 32 33 35 37 39 4136

25 26 27

2017 14 13

0 0 0 0 -

10

20

30

40

50

60

70

80

90

100

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

R$

MM

PGN Expenses projection

Rental to ANP R&D SG&A Exploration expenses


47

Assumptions PGN

Depreciation

The results presented below represent 70% of the Consortium’s 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 Consortium’s Capex

Major capital expenditures has been projected as investments in development, and in the infrastructure that is built in order to connect the pipeline.

Source: E.ON

50 41 41 - - - - - - - - - - - - - - - - - - - - - - -

186

97

32 69 60 50

- - - -55 58 55 58

- - - - - - - - - - - -

225

195

148 118

42 42

- - - -

32 32 32 32

- - - - - - - - - - - -

13

-

-

-

- -

- - - -

- - - -

- - - - - - - - - - - -

474

333

221

187

101 92

0 0 0 0

87 90 87 90

0 0 0 0 0 0 0 0 0 0 0 0 -

50

100

150

200

250

300

350

400

450

500

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

R$

MM

PGN Capex projection

Drilling Development Infrastructure Other development capex


48

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 Exploração “Exploration Profit”, granted by SUDENE, from 2014 to 2023.

Working capital The table presents the average of days and drivers for each account.

Source: E.ON

PGN

Current assets Days Driver Accounts receivable 67 Days of revenues Taxes receivable 20 Days of revenues Inventory 55 Days of revenues Other receivables 10 Days of costs and capex

Current liabilities Days Driver Suppliers 51 Days of costs and capex Tax payables 27 Days of revenues Accounts payable 17 Days of costs Short term debts 0 Days of costs

Other accounts payable 7 Days of costs


49

Contents

Glossary






VI. Assumptions

IX. Valuation





5

9

13

16

23

27

32

49

63

67

70

72


50

V. Valuation Methodology Valuation method

Company Valuation method

Eneva Participações S.A. Sum of the parts = ∑ (A)1 + (C) 1

1 Adjusted according to Eneva Participações JR’ stake 2 Adjusted according to Parnaíba Participações’ stake

Company Valuation method

Parnaíba Gás Natural S.A. DCF

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.

Parnaíba Participações S.A. Sum of the parts (C) = ∑ (B) 2 9

Parnaíba III Geração de Energia S.A. DCF (B)

1

Parnaíba IV Geração de Energia S.A. DCF (B) 2

Seival Participações S.A. Book value (A) 4

Seival Geração de Energia Ltda. Book value (A)

5

Açu II Geração de Energia S.A. Book value (A)

6

ENEVA Comercializadora de Combustíveis Ltda. Book value

(A) 11

ENEVA Solar Empreendimentos Ltda. Book value (A)

12

Açu III Geração de Energia Ltda. Book value (A)

13

Tauá Geração de Energia Ltda. Book value

(A) 14

ENEVA Comercializadora de Energia Ltda. Book value (A)

15

UTE Porto do Açu S.A. Book value (A)

7

MPX Chile Holding Ltda. Book value (A) 8

Sul Geração de Energia Ltda. Book value (A)

10

SPE Ventos Book value (A) 16 Parnaíba Geração e Comerc.

de Energia S.A.

Parnaíba Comercializadora’s income statement and cash flow projections have been incorporated into Parnaíba IV.

3

(B)


51

Valuation Eneva Participações – Judicial Recovery: Parnaíba III

Income statement We present, below, Parnaíba III’s projected income statement:

Parnaíba III - Income Statement

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028Gross Revenues 334.42 401.27 274.86 218.14 241.13 254.40 268.39 283.15 298.72 315.15 332.49 350.77 370.07 390.42

Deductions (6.65) (11.07) (7.55) (7.70) (2.39) (8.43) (8.89) (9.38) (9.90) (10.45) (10.60) (11.63) (12.28) (13.33) Net revenues 327.77 390.20 267.32 210.45 238.74 245.97 259.49 273.77 288.82 304.71 321.89 339.14 357.78 377.09

Total costs (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 0.17 0.23 0.22 0.30 0.04 0.29 0.29 0.29 0.29 0.29 0.28 0.29 0.29 0.29Depreciation/Amortization (8.03) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) (8.44) EBT 46.30 82.93 51.45 54.67 2.02 63.32 67.27 71.44 75.84 80.48 81.24 90.55 96.13 101.08IR & CS (2.57) (6.33) (3.49) (3.81) - (4.32) (4.87) (5.31) (5.80) (27.16) (27.42) (30.79) (32.68) (34.37)

EBT % -0.06 -0.08 -0.07 -0.07 0.00 -0.07 -0.07 -0.07 -0.08 -0.34 -0.34 -0.34 -0.34 -0.34Net Income 43.73 76.60 47.97 50.86 2.02 58.99 62.40 66.13 70.04 53.33 53.82 59.77 63.44 66.71

Parnaíba III - Income Statement



Total costs (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 0.29 0.18 0.29 0.29 0.29 0.29 0.29 0.27 0.28 0.28 0.28 0.28 0.14 0.28Depreciation/Amortization (8.44) (8.03) (8.03) (8.03) (8.03) (8.03) (8.03) (8.03) (8.03) (8.03) - - - - EBT 106.67 68.07 119.22 125.79 132.73 140.04 147.75 149.93 164.47 173.52 191.09 201.17 108.70 223.00IR & CS (36.27) (23.15) (40.54) (42.77) (45.13) (47.61) (50.23) (50.98) (55.92) (59.00) (64.97) (68.40) (36.96) (75.82)

EBT % -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34Net Income 70.41 44.93 78.69 83.02 87.60 92.42 97.51 98.95 108.55 114.52 126.12 132.77 71.75 147.18


52

Valuation Eneva Participações – Judicial Recovery: Parnaíba III

Cash flow We present, below, Parnaíba III’s projected cash flow:

Parnaíba III - Free Cash Flow to Firm

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028Net income 43.73 76.60 47.97 50.86 2.02 58.99 62.40 66.13 70.04 53.33 53.82 59.77 63.44 66.71 Depreciation 8.03 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 8.44 Capex (5.81) (0.40) (0.00) - - - - - - - - - - - Changes in WC 13.72 (4.22) 2.63 (1.22) 7.60 (8.30) (0.36) (0.38) (0.40) (0.42) 0.13 (1.04) (0.51) (0.41) Free Cash Flow to Firm 59.66 80.42 59.04 58.09 18.06 59.14 70.48 74.20 78.08 61.35 62.39 67.17 71.38 74.74

Discount FactorDiscount rate 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 12.48% 12.48% 12.48% 12.48% 13.60%Discount period 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 10.50 11.50 12.50 13.50 Discounted cash flow 55.92 66.22 42.70 36.91 10.08 29.00 30.36 28.08 25.96 20.08 18.15 17.37 16.41 13.36

Parnaíba III - Free Cash Flow to Firm

R$ MM 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042Net income 70.41 44.93 78.69 83.02 87.60 92.42 97.51 98.95 108.55 114.52 126.12 132.77 71.75 147.18 Depreciation 8.44 8.03 8.03 8.03 8.03 8.03 8.03 8.03 8.03 8.03 - - - - Capex - - - - - - - - - - - - - - Changes in WC (0.49) 5.70 (6.76) (0.57) (0.60) (0.64) (0.67) 0.11 (1.57) (0.79) (0.83) (0.88) 13.34 (15.24) Free Cash Flow to Firm 78.36 58.66 79.96 90.48 95.02 99.81 104.87 107.10 115.00 121.76 125.29 131.89 85.08 131.94

Discount FactorDiscount rate 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 0.14 Discount period 14.50 15.50 16.50 17.50 18.50 19.50 20.50 21.50 22.50 23.50 24.50 25.50 26.50 27.50 Discounted cash flow 12.33 8.13 9.75 9.71 8.98 8.30 7.68 6.90 6.52 6.08 5.51 5.10 2.90 3.96


53

Valuation Eneva Participações: Parnaíba III

Valuation We present, below, Parnaíba III’s Valuation:

Parnaíba III - Equity Value

R$ MMSum of discounted cash flow 512.43 Balance sheet adjustments (78.82)

Cash and equivalents 14.10 Inventory 3.85 Intercompany loan to Parnaíba 68.15 Debt and f inancing (120.00) Energy acquisition (6.92) Intercompany debt (34.75) Fiscal contingency (3.25)

Equity Value 433.62 Equity Value @70% 303.53


54

Valuation Eneva Participações – Judicial Recovery: Parnaíba IV

Income statement We present, below, Parnaíba IV’s projected income statement:

Parnaíba IV - Income Statement

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029Gross Revenues 63.56 67.73 75.35 79.50 83.87 88.49 93.35 98.49 103.90 109.62 115.65 122.01 128.72 135.80 143.27

Deductions (2.37) (2.58) (3.71) (4.66) (5.56) (5.87) (6.19) (6.52) (6.88) (7.26) (7.65) (8.07) (8.51) (9.00) (9.49) Net revenues 61.19 65.15 71.64 74.84 78.31 82.62 87.17 91.96 97.02 102.36 107.99 113.94 120.21 126.80 133.78

Total costs (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 0.23 0.25 0.33 0.36 0.36 0.36 0.36 0.36 0.36 0.36 0.36 0.36 0.36 0.36 0.36Depreciation/Amortization (6.45) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) (6.61) EBT 7.90 9.42 16.68 20.25 21.95 23.50 25.13 26.85 28.66 30.58 32.61 34.74 36.98 39.59 42.06IR & CS - - (0.60) (0.95) (1.10) (1.24) (1.39) (1.54) (1.70) (4.84) (11.01) (11.81) (12.57) (13.46) (14.30)

EBT % 0.00 0.00 -0.04 -0.05 -0.05 -0.05 -0.06 -0.06 -0.06 -0.16 -0.34 -0.34 -0.34 -0.34 -0.34Net Income 7.90 9.42 16.08 19.30 20.85 22.26 23.75 25.31 26.96 25.74 21.60 22.93 24.40 26.13 27.76

Parnaíba IV - Income Statement



Total costs (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)

EBITDA 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

EBITDA Margin 0.36 0.36 0.36 0.36 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37 0.37Depreciation/Amortization (6.45) (6.45) (6.45) (6.45) (6.45) (6.45) (6.45) (6.45) (6.45) (6.45) - - - - EBT 44.89 47.71 50.67 53.80 57.53 61.03 64.73 68.62 72.75 77.09 88.11 92.93 98.02 103.39IR & CS (15.21) (16.17) (17.17) (18.24) (19.51) (20.70) (21.95) (23.28) (24.68) (26.15) (27.71) (29.35) (31.08) (32.90)

EBT % -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.34 -0.31 -0.32 -0.32 -0.32Net Income 29.68 31.54 33.50 35.56 38.03 40.34 42.77 45.34 48.07 50.93 60.40 63.58 66.94 70.48


55


Cash flow We present, below, Parnaíba IV’s projected cash flow:

Parnaíba IV - Free Cash Flow to Firm

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029Net income 7.90 9.42 16.08 19.30 20.85 22.26 23.75 25.31 26.96 25.74 21.60 22.93 24.40 26.13 27.76 Depreciation 6.45 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 6.61 Capex (2.25) (0.00) (0.00) - - - - - - - - - - - - Changes in WC 6.21 (0.18) (0.90) (0.45) (0.19) (0.15) (0.16) (0.17) (0.18) (0.19) (0.20) (0.21) (0.22) (0.27) (0.24) Free Cash Flow to Firm 18.32 15.86 21.78 25.47 27.28 28.72 30.19 31.75 33.39 32.16 28.01 29.33 30.79 32.47 34.13

Discount FactorDiscount rate 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 13.83% 12.48% 12.48% 12.48% 12.48% 12.48% 13.60%Discount period 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 10.50 11.50 12.50 13.50 14.50 Discounted cash flow 17.17 13.05 15.75 16.18 15.23 14.08 13.01 12.01 11.10 10.52 8.15 7.59 7.08 6.64 5.37

Parnaíba IV - Free Cash Flow to Firm

R$ MM 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043Net income 29.68 31.54 33.50 35.56 38.03 40.34 42.77 45.34 48.07 50.93 60.40 63.58 66.94 70.48 Depreciation 6.45 6.45 6.45 6.45 6.45 6.45 6.45 6.45 6.45 6.45 - - - - Capex - - - - - - - - - - - - - - Changes in WC (0.26) (0.28) (0.29) (0.31) (0.39) (0.35) (0.37) (0.39) (0.41) (0.43) (0.45) (0.48) (0.51) (0.53) Free Cash Flow to Firm 35.87 37.71 39.65 41.70 44.09 46.44 48.86 51.41 54.11 56.95 59.94 63.10 66.43 69.95

Discount FactorDiscount rate 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60% 13.60%Discount period 15.50 16.50 17.50 18.50 19.50 20.50 21.50 22.50 23.50 24.50 25.50 26.50 27.50 28.50 Discounted cash flow 4.97 4.60 4.26 3.94 3.67 3.40 3.15 2.92 2.70 2.50 2.32 2.15 1.99 1.85


56


Valuation We present, below, Parnaíba IV’s Valuation:

Parnaíba IV (1) - Equity Value

R$ MMSum of discounted cash flows 217.34 Balance sheet adjustments (166.60)

Cash and equivalents 0.33 Inventory 0.22 Intercompany loan 18.88 Intercompany debt (173.30) Trading´s cash and equivalents 4.58 Trading´s account receivables 10.43 Trading´s taxes recoverable 5.61 Trading´s energy acquisition (6.05) Trading´s Intercompany debt (27.32)

Equity Value 50.73 Equity Value @70% 35.51 (1) The valuation considers Parnaíba Comercializadora w ithin its projection


57

Valuation Eneva Participações – Judicial Recovery: Parnaíba Participações

Parnaíba Participações sum of the parts We present, below, Parnaíba Participações’ sum of the parts:

Parnaíba Participações - Equity Value

R$ MMParnaíba III Equity Value @70% 303.53 Parnaíba IV and Trading Equity Value @70% 35.51 Parnaíba Holding Adjustments 37.29

Cash and equivalents 0.25

Taxes recoverable 1.51

Intercompany loan 29.85

Afac 7.20 Taxes payable (1.35) Account payable (0.17)

Equity Value 376.34 Equity Value @ 50% 188.17


58

Valuation PGN

Income Statement We present, below, PGN’s projected income statement:

PGN - Income Statement

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027Gross revenues 609.22 738.25 791.07 629.02 703.28 743.19 784.24 827.56 873.23 921.42 972.25 1,025.65 1,078.12Deductions (97.46) (136.92) (140.21) (107.27) (122.28) (131.08) (139.18) (163.73) (181.18) (194.19) (204.78) (214.06) (216.71)Net revenues 511.76 601.34 650.87 521.75 581.00 612.11 645.05 663.84 692.05 727.22 767.46 811.59 861.42Costs (46.38) (52.44) (55.79) (81.79) (72.85) (76.40) (86.12) (100.51) (88.71) (93.46) (98.47) (103.75) (119.99)Gross profit 465.39 548.90 595.08 439.97 508.15 535.71 558.93 563.32 603.34 633.77 668.99 707.83 741.43Expenses (92.01) (88.56) (66.83) (51.96) (44.66) (33.54) (31.55) (30.02) (31.67) (33.41) (35.25) (37.18) (39.23)EBITDA 373.38 460.34 528.25 388.01 463.49 502.18 527.39 533.30 571.67 600.35 633.75 670.65 702.20

EBITDA margin 72.96% 76.55% 81.16% 74.37% 79.77% 82.04% 81.76% 80.34% 82.61% 82.55% 82.58% 82.63% 81.52%Depreciation/Amortization (150.20) (144.21) (135.20) (113.39) (108.38) (104.57) (95.91) (96.00) (96.08) (96.15) (105.92) (102.90) (100.01)EBT 223.18 316.13 393.05 274.63 355.11 397.61 431.48 437.31 475.59 504.20 527.83 567.75 602.19Income tax and social contribution (56.70) (73.18) (92.04) (65.58) (84.61) (94.78) (102.85) (104.23) (113.34) (171.43) (179.46) (193.04) (204.74)

% EBT -25.41% -23.15% -23.42% -23.88% -23.83% -23.84% -23.84% -23.83% -23.83% -34.00% -34.00% -34.00% -34.00%Net income 166.48 242.94 301.01 209.04 270.50 302.82 328.63 333.08 362.25 332.77 348.37 374.72 397.44

PGN - Income Statement

R$ MM 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040Gross revenues 984.04 1,014.24 1,069.94 1,128.91 1,191.22 312.82 330.27 345.87 121.70 - - - -Deductions (198.51) (200.85) (212.13) (224.04) (236.62) (97.78) (103.73) (109.38) (55.53) - - - 7.32Net revenues 785.53 813.39 857.81 904.88 954.60 215.03 226.54 236.49 66.17 - - - 7.32Costs (114.54) (120.33) (126.83) (133.68) (140.49) (69.72) (67.30) (70.92) (26.13) - - - (158.17)Gross profit 670.99 693.06 730.98 771.19 814.11 145.32 159.23 165.57 40.04 - - - (150.85)Expenses (40.71) (35.60) (24.68) (26.03) (27.46) (20.48) (16.51) (14.36) (13.32) - - - -EBITDA 630.28 657.46 706.31 745.17 786.65 124.84 142.72 151.21 26.72 - - - (150.85)

EBITDA margin 80.24% 80.83% 82.34% 82.35% 82.41% 58.05% 63.00% 63.94% 40.38% N.a. N.a. N.a. -2062.16%Depreciation/Amortization (92.62) (82.10) (82.12) (82.13) (82.16) (35.86) (33.05) (31.27) (10.43) - - - -EBT 537.66 575.36 624.19 663.03 704.49 88.97 109.67 119.93 16.29 - - - (150.85)Income tax and social contribution (182.81) (195.62) (212.22) (225.43) (239.53) (30.25) (37.29) (40.78) (5.54) - - - -

% EBT -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% -34.00% N.a. N.a. N.a. 0.00%Net income 354.86 379.73 411.96 437.60 464.97 58.72 72.38 79.16 10.75 - - - (150.85)


59

Valuation PGN

Cash Flow We present, below, PGN’s projected cash flow:

PGN - Cash flow

R$ MM 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027Net income 166.48 242.94 301.01 209.04 270.50 302.82 328.63 333.08 362.25 332.77 348.37 374.72 397.44Depreciation/Amortization 150.20 144.21 135.20 113.39 108.38 104.57 95.91 96.00 96.08 96.15 105.92 102.90 100.01Changes in WC (8.77) (18.81) (20.65) 40.22 (24.41) (11.55) (11.65) (7.79) (13.14) (10.29) (7.69) (11.29) (9.00)Capex (473.74) (333.06) (220.83) (186.79) (101.44) (92.16) - - - - (87.11) (90.15) (86.70)Free cash f low to f irm (165.83) 35.29 194.73 175.86 253.03 303.69 412.89 421.29 445.19 418.64 359.48 376.18 401.75

Discount factorDiscount rate 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15Discount period 0.50 1.50 2.50 3.50 4.50 5.50 6.50 7.50 8.50 9.50 10.50 11.50 12.50Discounted cash flow (154.54) 28.56 136.88 107.35 134.15 139.83 165.11 146.31 134.28 114.84 86.06 78.60 73.25

PGN - Cash flow

R$ MM 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040Net income 354.86 379.73 411.96 437.60 464.97 58.72 72.38 79.16 10.75 - - - (150.85)Depreciation/Amortization 92.62 82.10 82.12 82.13 82.16 35.86 33.05 31.27 10.43 - - - -Changes in WC 22.01 (10.41) (14.37) (12.54) (13.34) 196.01 (5.54) (3.46) 44.62 21.20 - - 32.87Capex (89.72) - - - - - - - - - - - -Free cash f low to f irm 379.77 451.43 479.71 507.20 533.79 290.59 99.89 106.97 65.80 21.20 - - (117.98)

Discount factorDiscount rate 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15 0.15Discount period 13.50 14.50 15.50 16.50 17.50 18.50 19.50 20.50 21.50 22.50 23.50 24.50 25.50Discounted cash flow 60.43 62.69 58.14 53.65 49.27 23.41 7.02 6.56 3.52 0.99 - - (3.66)


60

Valuation PGN

Valuation We present, below, PGN’s Valuation:

PGN - Equity value

R$ MMSum of discounted cash flows 1,512.70 Adjustments (478.63)

Cash and cash equivalent 130.53 Restricted cash 9.83 Loans (721.85) Partners accounts receivable 18.15 Deferred taxes 84.71

Equity value 1,034.08


61

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 Participações and PGN as of December, 2014 as presented below.

Eneva Participações S.A. in Judicial Recovery PGN

Valuation Conclusion

1,512.70 (478,63)

1,034.08

PGN Enterprise

value

Adjustments PGN Equity value

R$

MM

* Detailed on appendix III

PGN’s valuation, as at December 31, 2014, ranges from R$ 985.0 million to R$ 1,083.2 million. The valuation of E.ON’s 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) .

Eneva Participações in Judicial Recovery’ valuation, as at December 31, 2014, ranges from R$ 302.1 million to R$ 332.4 million. The valuation of E.ON’s stake in Eneva Participações 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 shareholder´s equity (presented on page 71).

Eneva Participações in Judicial Recovey| Valuation interval

Equity Value 302.15 317.26 332.36

Bottom (-5%)

Upper (-5%)

Central

PGN | Valuation interval

Equity Value 984.96 1,034.08 1,083.20

Bottom (-5%)

CentralUpper (-5%)

188.17

317.26

151.77

17.76 18.65 82.68

46.41

Parnaíba III Parnaíba IV Parnaíba Participações adjsutments

Parnaíba Participações

Sum of the Book Values

Eneva Participações

Holding Adjustments

Eneva Participações

in Judicial Recovery

R$

mm


62

Valuation Conclusion (cont.)

In providing its services, KPMG relied on information provided by Eneva RJ´s and E.ON’s 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 RJ´s and E.ON’s Management and should not be treated as such.

Neither KPMG nor the Eneva RJ´s or E.ON’s 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.



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Appendix I Curricula vitae

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 Açúcar 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).

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 – Fundação Dom Cabral, Rio de Janeiro – 2012 Experience


Electricity, Oil and Gas, Sugar and Alcohol. Agriculture, Financial Sevices and Consumer Goods

Name Claudio Roberto de Leoni Ramos Position Partner, Advisory - Corporate Finance Qualifications BS degree in Mechanical Engineering from the School of Technology at the University of Brasília, Brazil.

MBA degree in Finance, Economics and International Business from New York University’s Leonard N. Stern School of Business and Università Commerciale Luigi Bocconi, Milan. Claudio has been a professor for Corporate Finance classes in the Executive MBA of FAAP University in São Paulo. Passed CFA Level 1 exam in 2009. Claudio is a board member of Enactus Brazil (http://enactus.org/country/brazil/).

Experience 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. Cláudio 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 KPMG’s Global Valuations Committee and one of the seven members of the Global Valuations Leadership Team. He’s the lead partner of the Valuations Group in KPMG Brazil.

Sector of expertise Financial institutions, mining, services, insurance, foods and beverages


65


Name Augusto Sales Position Partner, Advisory – Global Strategy Group Qualifications Brazil CPA

MBA, IBMEC Business School, Rio de Janeiro BA, Accounting, Universidade Federal Fluminense (UFF), Rio de Janeiro

Experience Augusto is responsible for leading the KPMG’s 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.

Sector of expertise Power Generation, Transmission and Distribution, Mining and Metals, Oil & Gas spaces.

Name

Rúben 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, Rúben 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. Since December 2014, Rúben is based in the Rio de Janeiro office.


Energy and Infrastructure


66


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.

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


Banking, real estate, power, agribusiness, foods and beverages, retail and logistic.


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Appendix II Balance Sheet | PGN

Balance Sheet - PGN

R$ MM 31/12/2013 31/12/2014Liabilities

CurrentSuppliers 292.77 80.32Income tax 17.94 43.28Payroll 4.04 17.02Loans and f inancing 628.59 33.46Account payables w ith related parties 183.92 7.01Other account payables 7.06 6.53

Non Current - -Loans and f inancing - 730.60Provisions for retirement obligations 68.57 57.37

Shareholders Equity - -Social Capital 368.59 618.59Retained investments - 8.88Retained earnings (212.89) (100.03)

Total liabilities and shareholder equity 1,358.59 1,503.03

Balance Sheet - PGN

R$ MM 31/12/2013 31/12/2014Assets

CurrentCash and cash equivalents 5.01 130.53Account receivables 112.49 108.55Restricted Deposits - 6.03Tax and contribuition receivables - 63.36Loans and f inancing from related parties 14.39 42.21Related parties account receivables 102.57 18.15Other credits and prepaid expenses 5.00 15.85

Non CurrentSupplies and consumables 39.79 32.47Restricted Deposits - 3.80Tax and contribuition receivables 7.15 -Deferred tax and contribuition 117.07 84.71Fixed Assets 942.32 978.31Intangible 12.81 19.06

Total assets 1,358.59 1,503.03


69

Appendix II Balance Sheet | Eneva Participações – Judicial Recovery

Balance Sheet - Eneva Participações RJ *

R$ MM 31/12/2014Assets

CurrentCash 11.27Diverse Credits 95.55Inventory 24.37Restricted Deposits 0.00Prepaid Expenses 0.00

Non CurrentLong term asset 107.19AFAC 1.00Investments 137.28Fixed assets 19.01Intagible 25.83

Total assets 421.50* Non audited

Balance Sheet - Eneva Participações RJ *

R$ MM 31/12/2014Passivo

CurrentSuppliers 55.31Payroll 1.40Tax, rates and contribuitions 10.65Others 5.42

Non-currentLong term liabilities 126.76

Shareholders' equitySocial Capital 266.76Capital reserve 62.00Patrimonial adjustment reserve 1.00AFCI 25.75Retained earnings or loss (62.42)Year profit (71.14)

Total liabilities and shareholders' equity 421.50* Non audited


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Appendix III Book value

Book value of the non-operational and pre-operational companies

Company Equity Value at 100%

(R$ MM) Eneva Participações

Stake (%) Adjusted Equity Value

(R$ MM)

Seival Participações S.A 39.49 50% 19.75

Seival Geração de Energia Ltda. (1) - 50% -

Açu II Geração de Energia S.A. 4.67 50% 2.34

UTE Porto do Açu S.A. 44.00 50% 22.00

MPX Chile Holding Ltda. 0.22 50% 0.11

Sul Geração de Energia Ltda. 13.15 50% 6.57

Eneva Comercializadora de Comb. Ltda. (0.04) 100% (0.04)

Eneva Solar Empreendimentos Ltda. 8.42 100% 8.42

Açu III Geração de Energia Ltda. 2.52 100% 2.52

Tauá Geração de Energia Ltda. (2) - 100% -

Eneva Comercializadora de Energia S.A. 19.54 100% 19.54

SPE Ventos 1.47 100% 1.47

(1) - Equity value is included within consolidation of Seival Participações S.A. (2) - Equity value is included within consolidation of Eneva Solar Empreendimentos Ltda.

5

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6

7

8

10

11

14

12

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Parnaíba III and Parnaíba IV

Source:










■ (L) Alpha factor – Risk associated to PPA renewal

■ (m) % Equity (sector) – Bloomberg

■ (n) % Debt (sector) – Bloomberg

■ (p) Cost of Debt – CDI x 120%

Discount rate

During Sudene After Sudene After PPA renewalRF - T-Bond 30 years - 2 years (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%

RF Adjusted (d) = [1 + a] / [1 + b] * [1 + c] -1 6.9% 6.9% 6.9%

Equity risk premium (ERP) (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%

Effective tax rate (h) 15.3% 34.0% 34.0%

Releverage beta (i) = f * [1 + [g * [1 - h]]] 0.95 0.86 0.86

Country risk premium - EMBI+ (CRP) - 2 y (j) 2.18% 2.18% 2.18%

Size premium (k) 1.98% 1.98% 1.98%

Alpha factor (L) 0.00% 0.00% 2.00%

CAPM nominal R$ Re= d + [e * i] + j + k 15.4% 15.06% 17.06%

% Equity (m) 56.2% 56.2% 56.2%

CAPM nominal R$ (Re) 15.4% 15.1% 17.1%

% Debt (n) 43.8% 43.8% 43.8%

Effective tax rate (h) 15.3% 34.0% 34.0%

Cost of debt after tax (p) 11.8% 9.2% 9.2%

WACC nominal R$ 13.83% 12.48% 13.60%


74


PGN

Source:










■ (L) % Equity (sector) – Bloomberg

■ (m) % Debt (sector) – Bloomberg

■ (n) Cost of Debt – CDI x 120%

Discount rate

During Sudene After SudeneRF - T-Bond 30 years - 2 years (a) 3.4% 3.4%

American inflation ("CPI") (b) 2.0% 2.0%

Long Term Brazilian inflation ("IPCA") (c) 5.5% 5.5%

RF Adjusted (d) = (1 + a) / (1 + b) * (1 + c) -1 6.9% 6.9%

Equity risk premium (ERP) (e) 4.6% 4.6%

Unleverage beta - setorial (f) 0.98 0.98

D/E (g) 42.9% 42.9%

Effective tax rate (h) 23.9% 34.0%

Releverage beta (i) = f * {1 + [g * (1 - h)]} 1.31 1.26

Country risk premium - EMBI+ (CRP) - 2 y (j) 2.18% 2.18%

Size premium (k) 1.98% 1.98%

CAPM nominal R$ Re = d + (e * i) + j + k 17.1% 16.9%

% Equity (L) 70.0% 70.0%

% Debt (m) 30.0% 30.0%

Cost of debt before tax (n) 13.9% 13.9%

Tax rate (h) 23.9% 34.0%

Cost of debt after tax (o) = n * (1 - h) 10.6% 9.2%

WACC nominal R$ = Re * L + o * m 15.14% 14.58%

© 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).

Attachment IV

Parnaíba III Valuation Report

STRICTLY PRIVATE AND CONFIDENTIAL

PROJECT 36 – INFORMATION MEMORANDUM

PREPARED TO: [INVESTOR]

DATE: [X]

Eneva – Valuation Analysis

March 31, 2015


Table of Contents

Section I. Executive Summary

Section II. Valuation - Parnaíba I, III and IV

Appendix I. Multiple Database

Appendix II. Parnaíba I, III and IV Overview

Contacts

2

Executive Summary

I


Executive Summary

4

March 27, 2015

Eneva S.A

Praia do Flamengo, 66 – 9th floor

22210030 Rio de Janeiro – RJ – Brazil

Dear Sirs,

We understand that Eneva S.A. (“Company” or “Eneva”) is entertaining the possibility of acquiring the stake currently owned directly and/or indirectly

by Petra Energia S.A. (“Petra”) in UTE Parnaíba I, UTE Parnaíba III and UTE Parnaíba IV1 (collectively referred to herein as “UTEs”), equivalent to

30% of the capital stock in each of such UTEs (“Petra UTE Shares”).

For the purposes of the foregoing, Eneva have asked G5 Consultoria e Assessoria Ltda. (“G5 Evercore”) to provide the Company with a valuation of

Petra UTE Shares.

In connection with the required analysis by G5 Evercore, please be advised that we have based our work on the information provided by or on

behalf of the Company and also endeavored the following specific reviews and discussions:

I. Reviewed certain non-public internal financial statements, other non-public financial and operating data relating to Parnaíba I, III and IV,

that were prepared and provided to us by the management of the Company;

II. Reviewed certain financial projections relating to Parnaíba I, III and IV, that were provided to us by the management of the Company;

III. Discussed the past and current operations, financial projections, current financial condition and prospects of Parnaíba I, III and IV with

certain members of senior management of the Company;

IV. Reviewed existing agreement between Petra and Eneva related to Parnaíba I, III and IV, including existing shareholders agreements

and capital increase operations that occurred in the past;

V. Reviewed the financial terms of certain publicly available transactions that we deemed to be relevant; and

VI. Discussed with management of the Company, but have not discussed with legal advisors of the Company, the potential impact of

certain ongoing litigations.

With respect to the financial projections of Parnaíba I, III and IV which were provided to us, we have assumed that such financial projections have

been reasonably prepared by the Company on bases reflecting the best currently available estimates and good faith judgments of the future

competitive, operating and regulatory environments and related financial performance of Parnaíba I, III and IV.

Furthermore, we were informed by the Company that Petra failed to contribute its share on capital increases of UTE Parnaíba I, UTE Parnaíba III

and UTE Parnaíba IV duly approved in the past years. The amount due by Petra, sums R$ 70,9 MM, however, with penalties and interests applied,

the current total amount outstanding is R$ 93,0 MM.

Introduction (1/2)

Note [1]: UTE Parnaíba IV refers to UTE Parnaíba IV and Parnaíba Geração e Comercialização


Executive Summary

5

Notwithstanding our review of certain set of information provided by or on behalf of the Company, we have not made, nor assumed any

responsibility for making, any technical audit of the Company’s operation nor carried out any independent valuation or appraisal of specific assets or

liabilities (contingent or otherwise) of the UTEs, nor have we been provided with any such appraisals, nor have we evaluated the solvency or fair

value of each of the UTEs under any state or federal laws relating to bankruptcy, insolvency or similar matters. Our valuation analysis is necessarily

based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It is understood

that subsequent developments may affect this analysis and that we do not have any obligation to update, revise or reaffirm this assessment.

Likewise, we have not been asked to pass upon, nor express opinion with respect to any matter other than the valuation of the UTEs as of the date

hereof, to the holders of the Company. Our valuation analysis does not address the relative merits of the acquisition of Petra UTE Shares as

compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of

the Company to engage in such a transaction. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and

completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Furthermore, no representation or warranty, express or implied, is hereby made by G5 Evercore and/or its affiliates, managers, employees,

consultants, agents or representatives, as to the accuracy or completeness of the information provided to G5 Evercore and nothing contained herein

is, or shall be relied upon as, a representation, whether as to the past, the present or the future.

Finally, please be also advised that we have been engaged as financial advisor to the Company solely for the purpose of performing this valuation

analysis and will receive a fee in connection with the delivery of this analysis. In addition, the Company has agreed to reimburse certain of our

expenses and to indemnify us against certain liabilities arising out of our engagement. In addition, we and our affiliates may have in the past

provided, may be currently providing and in the future may provide, financial advisory services to the Company, or their respective affiliates, for

which we have received, and would expect to receive, compensation.

Based upon and subject to the foregoing, as of the date hereof, we present in this presentation a summary of the valuation analysis of Petra UTE

Shares.

Very truly yours,

G5 Consultoria e Assessoria Ltda (“G5 EVERCORE”)

By:

Corrado Varoli

Co-Founder & CEO

Introduction (2/2)


Methodology Range Petra Stake Equity Value¹ (R$ MM)

Discounted Cash Flow to Equity

Cost of Capital:

Parnaíba I

Parnaíba III

Parnaíba IV

-15% / +15%

13,08%

11,61%

28,10%

Trading EV/EBITDA Multiples

2015 8,0x – 9,0x


2016 6,5x – 7,5x

Transaction EV/EBITDA

Multiples 8,0x– 10,0x

Executive Summary

6

Valuation Methodologies

Discounted Cash Flow methodology

Valuation based on cash flow

projections for Parnaíba I, III and IV.

G5 valued Petra’s stake in Parnaiba

I, III and IV to R$ 425 MM (Parnaíba

I R$ 352MM, Parnaíba III R$

165MM and Parnaíba IV R$ 1MM)1

Valuation based on transaction

multiples of fossil fuel electricity

generation assets and companies in

the world – numbers provided by

Capital IQ on March 23, 2015

Valuation based on trading multiples

of energy generation companies in

Brazil – estimates provided by


Market Comparable Multiples:

Petra’s stake in Parnaíba I, Parnaíba III and Parnaíba IV equity were valued by G5 Evercore according to different methodologies, detailed

below.

Note [1]: Discounted by R$ 93 MM owed by Petra under the shareholders agreement regulation, due

to failure in contribution its share in capital increases occurred in the past

396

240

396

361

574

326

485

489

Parnaíba I, Parnaíba III e Parnaíba IV Valuation Summary

Valuation - Parnaíba I, III and IV

II



8

Main Working Assumptions

Assets Description

The Company provided G5 Evercore with financial projections

for the following assets individually :

Parnaíba I

Parnaíba III

Parnaíba IV

The projections can be separated in 2 stages: for years 2015

to 2016 the numbers are based on the updated 2 years

business plan of Eneva, for years 2017 to 2050 they are

based on project fundamentals and long term pricing curves,

both provided by Eneva and/or provided by sector consultants

The assets were evaluated individually, and no synergies,

gains, or other post-transaction adjustments were considered

in the assessment of value

Macroeconomic assumptions were based on projections

available in the Brazilian Central Bank website and in the

International Monetary Fund (IMF) website

Long term PLD forecasts were provided by specialty

consultant PSR

Long term Henry Hub price curves were provided by E.on

The companies currently benefit from an income tax break

equivalent to 75% of income taxes

Petra

ENEVA / E.ON

Joint Venture (JV)

E.ON

Parnaíba I Parnaíba III Parnaíba IV

42,9% 50,0%

50,0%

70% Eneva

30% Petra

35% Eneva

35% JV

30% Petra

35% Eneva

35% JV

30% Petra

Main Asset Features

Base Date

The Discounted Cash Flow methodology’s considers all cash

flows after December 31st, 2015, as a hypothetical closing

date.

The multiple analysis considers 2015 and 2016 EBITDA. Net

debt considered is as of December 31st, 2015

Source: Eneva


Valuation - Eneva

9

Cost of Equity Calculation Methodology

CAPM Model

Cost of Equity

(Nominal R$)

Cost of Equity

(Nominal USD)

Inflation

Differential

Long-Term

US Inflation

Long-Term

Brazil Inflation

Risk Free Rate

(Nominal USD) Levered Beta Risk Premium Country Risk

Unlevered Beta Marginal Tax Rate Debt to Equity

Ratio

Cost of Equity

Risk Free Rate

Levered Beta

Market Risk Premium

Country Risk



10

Parnaíba I

Overview

Parnaíba I plant is a the largest UTE in the Parnaíba complex,

and comprises of four thermo generation turbines

The asset has a 15 year PPA to supply energy for the

regulated market in the A-5/2008 auctions

Parnaíba I derives fixed revenues from the regulated market

and variable revenues, established in the auctions according

to their yearly dispatch orders from the government

Parnaíba I has a long term supply contract with PGN to supply

gas to the thermo plants which entails three distinct costs:

Gas (raw material) – Price established at the contract

signature and adjusted according to Brazilian official

inflation index (IPCA)

Fixed Lease Payments – Adjusted yearly according to

past results and future projected cash flow to adjust

the UTE’s returns to 15%

Variable Lease Payments – calculated as the

difference between net variable revenues and variable

costs

Other costs of the UTE are O&M, overhauling, R&D,

regulatory fees, and costs related to energy unavailability

Main Operating Assumptions

Energy Source Gas

Power Plant Capacity 675,2 MW

Commercial Operation Date feb-13

Capacity Declared 660,0 MW

Capacity Sold in ACR 450 MWm

PPA Length 15 years

Inflexibility 0%

Base Fixed Revenue 112,50 R$/MWh

Fuel Consumption 10,89 MMBtu/MWh

Fuel Costs 6,10 R$/MMBtu

PPA Renovation Yes – same conditions

Economic Life 30 years

Source: Eneva

Financing Assumptions

Debt Amount (as of December, 2014) R$720MM

Interest 69% of Debt: TJLP + 2%

31% of Debt : IPCA + 5%

Amortization Period 13 years

Amortization Start Year 2015



11

Parnaíba I

Operating Metrics

Energy Generation Metrics

Source: Eneva and third party consultants

Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Spot Market Price R$/MWh 44,39 47,47 50,36 53,01 55,71 58,54 61,51 64,63 67,90 71,34 74,96 78,76 82,76 86,95 91,36 95,99

ANEEL Fee R$/KW - year 1,95 2,09 2,21 2,33 2,45 2,57 2,70 2,84 2,98 3,13 3,29 3,46 3,64 3,82 4,01 4,22

CCEE Contrivution R$/KW - year 0,11 0,12 0,12 0,13 0,14 0,14 0,15 0,16 0,17 0,17 0,18 0,19 0,20 0,21 0,22 0,23

TUST R$/KW - month 3,31 3,54 3,75 3,95 4,15 4,36 4,58 4,81 5,06 5,31 5,58 5,87 6,16 6,48 6,81 7,15

Fixed O&M R$ MM 48,82 47,72 50,41 53,03 55,72 58,55 61,51 64,63 67,91 71,35 74,97 78,77 82,77 86,96 91,37 96,00

Variable O&M R$/MWh 5,55 5,99 6,32 6,65 6,99 7,35 7,72 8,11 8,52 8,95 9,41 9,88 10,38 10,91 11,46 12,04

Overhauling R$ MM 12,47 12,91 183,50 13,74 14,45 15,19 15,96 16,76 17,61 39,92 19,45 20,43 21,47 22,56 23,70 24,90

ACR - Fixed Revenues R$/MWh 121,13 130,06 137,71 144,92 152,30 160,02 168,13 176,65 185,61 195,02 204,91 215,30 226,21 237,68 249,73 262,39

ACR - Ccomb (Fuel Index) US$/MMBtu 3,93 4,41 4,76 5,27 5,19 4,96 5,37 5,64 5,90 6,20 6,45 6,72 7,00 7,26 7,63 8,12

ACR - Co&m R$/MWh 10,97 11,77 12,47 13,12 13,79 14,49 15,22 15,99 16,80 17,65 18,55 19,49 20,48 21,52 22,61 23,75

ACL - Free Market Price R$/MWh 20,00 21,58 22,80 23,98 25,20 26,48 27,82 29,23 30,71 32,27 33,91 35,63 37,43 39,33 41,32 43,42

Fuel - CIF Plant Costs R$/MMBtu 6,49 7,01 7,40 7,79 8,18 8,60 9,03 9,49 9,97 10,48 11,01 11,57 12,16 12,77 13,42 14,10

Fuel - Fixed Lease Payments R$ MM 169,86 183,31 193,63 203,70 214,03 224,88 236,28 248,26 260,85 274,07 287,97 302,57 317,91 334,03 350,96 368,76

Fuel - Variable Lease Payments R$ MM 220,41 233,95 220,59 176,91 100,99 91,87 161,63 217,91 238,04 239,58 303,29 339,06 339,10 343,18 404,50 446,75

Insurance Cost R$ MM 9,89 10,52 11,11 11,69 12,28 12,91 13,56 14,25 14,97 15,73 16,53 17,36 18,25 19,17 20,14 21,16

PLD Dispatching R$/MWh 333,39 305,51 285,89 258,05 258,60 274,07 260,22 299,96 319,89 343,79 339,32 352,93 410,62 425,90 455,78 472,56

Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Months in Operation months 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12 12

Avg. Installed Capacity MWm 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20 675,20

Availability % 88% 90% 95% 95% 95% 91% 95% 95% 94% 89% 94% 95% 95% 91% 94% 94%

Real Internal Consumption % 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%

Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%

Average Internal Consumption % - 60 months 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%

Average Availability % - 60 months 97% 92% 91% 91% 91% 94% 95% 97% 97% 97% 96% 96% 96% 96% 96% 97%

Expected Dispatch % 100% 100% 69% 46% 28% 30% 40% 48% 47% 45% 49% 50% 46% 44% 45% 44%

Physical Guarantee MWm 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60 466,60

Net Physical Guarantee MWm 451,67 451,28 450,94 450,37 449,79 449,79 449,79 449,79 449,79 449,79 449,79 449,79 449,79 449,79 449,79 449,79

Net FID MWm 0,00 21,48 28,84 29,26 26,71 13,32 7,56 -0,05 -0,87 -0,65 5,53 3,14 3,59 3,50 6,86 1,69

Energy Traded in ACR MWm 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00 450,00

Energy Traded in ACL MWm 1,67 -20,21 -27,90 -28,89 -26,92 -13,53 -7,77 -0,16 0,66 0,45 -5,74 -3,34 -3,80 -3,71 -7,07 -1,90

Spot energy sold in ACR % 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100%

Total Energy Dispatch MWh 5.231.601 5.316.456 3.863.196 2.585.286 1.591.026 1.629.928 2.260.623 2.676.014 2.635.725 2.385.555 2.738.302 2.783.776 2.553.484 2.387.363 2.519.274 2.449.088

Energy Demanded in ACR MWh 5.024.485 5.110.490 3.716.285 2.490.137 1.533.721 1.571.222 2.179.201 2.579.630 2.540.793 2.299.633 2.639.675 2.683.512 2.461.514 2.301.376 2.428.536 2.360.878

Energy sold/(bought) in ACL MWh 14.661 (177.497) (244.373) (253.115) (235.807) (118.504) (68.051) (1.399) 5.804 3.931 (50.250) (29.284) (33.252) (32.479) (61.891) (16.628)

ADOMP MWh 5.387.239 5.406.770 3.711.995 2.489.819 1.534.314 1.635.701 2.183.187 2.586.480 2.550.431 2.451.298 2.654.071 2.687.866 2.469.322 2.403.984 2.442.286 2.376.948



12

Parnaíba I

1.095 1.221

1.126 989

849 881 1.065

1.219 1.286 1.311 1.479

1.582 1.610 1.652 1.806

1.910

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

211 199

62

236 245 261

283 305

322 317 356

377 394

413 436

463

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Net Revenues (R$ MM)

EBITDA (R$ MM)

Source: Eneva



13

Parnaíba I

Cash Flows (R$ MM)

Source: Eneva

Discount Rate Source Date

Cost of Equity 9,76%

Risk Free Rate 2,37% US Treasury - 10 Years, Avg. Last Twelve Months 12/03/2015

Unlevered Beta 0,33x Comparables 2 Year Unlevered Beta 15/03/2015

Levered Beta 0,72x 15/03/2015

Risk Premium 6,96% Ibbotson Yearbook 2014

Country Risk 2,38% EMBI + Brazil, Last Twelve Months 04/03/2015

Debt (Target)

Equity / (Debt + Equity) 41,78% Estimate Year End 2015

Debt / (Debt + Equity) 58,22% Estimate Year End 2015

Inflation 3,02%

Brazil 5,07% Brazilian Central Bank Estimate 16/03/2015

USA 1,99% IMF Estimate 16/03/2015

Cost of Capital

Ke - US$ 9,76%

Ke - R$ Nominal 13,08%

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT 99 97 (34) 145 158 179 206 232 254 254 297 323 345 366 389 417

Income Tax Paid (2) (2) 0 (5) (6) (7) (9) (14) (17) (102) (117) (126) (133) (140) (148) (158)

Depreciation and Amortization 46 46 46 46 47 47 47 47 47 47 47 47 47 47 47 47

Changes in Working Capital (4) 3 17 (26) (3) (2) (1) (1) (1) 1 (3) (2) (2) (2) (1) (2)

Other Non-Cash Items 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Capex (13) (2) (1) (0) (0) 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (33) 0 0 0

Total 70 86 -28 103 138 159 186 207 225 143 167 185 223 270 286 303



14

Parnaíba III

Sources

Parnaíba III plant comprises of 2 thermo generation turbines



Parnaíba III derives fixed revenues from the regulated market



Parnaíba III has a long term supply contract with PGN to

supply gas to the thermo plants which entails three distinct

costs:









costs




Energy Source Gas


Commercial Operation Date out-13



PPA Length 15 years

Inflexibility 0%






Source: Eneva 1 Net Intercompany Credit, as of December 2014, of R$ 34MM is not considered in the total

debt amount


Debt Amount (as of December, 2014)1 R$122MM

Interest CDI + 3%





15

Parnaíba III

Operating Metrics



Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030




TUST R$/KW - month 4,60 4,92 5,21 5,49 5,77 6,06 6,37 6,69 7,03 7,39 7,76 8,16 8,57 9,00 9,46 9,94

Fixed O&M R$ MM 2,88 3,05 3,22 3,39 3,56 3,75 3,93 4,13 4,34 4,56 4,80 5,04 5,29 5,56 5,84 6,14

Variable O&M R$/MWh 5,38 5,81 6,14 6,46 6,78 7,13 7,49 7,87 8,27 8,69 9,13 9,59 10,08 10,59 11,13 11,69

Overhauling R$ MM 3,45 3,57 3,64 3,80 3,99 4,20 16,78 4,63 4,87 5,12 5,37 5,65 5,93 6,23 6,55 6,88



ACR - Co&m R$/MWh 172,96 185,71 196,63 206,94 217,47 228,49 240,08 252,25 265,04 278,47 292,59 307,43 323,01 339,39 356,60 374,68







Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030



Availability % 92% 95% 90% 95% 95% 95% 95% 95% 95% 91% 95% 95% 94% 94% 94% 89%


Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%






Net FID MWm 1,53 6,47 7,21 8,30 8,12 1,86 0,37 -0,39 -1,73 -1,73 -0,83 -0,72 -0,63 -0,62 -0,60 -1,33


Energy Traded in ACL MWm -0,83 -6,02 -6,94 -8,04 -7,86 -1,59 -0,10 0,65 2,00 2,00 1,09 0,98 0,89 0,88 0,87 1,60


Total Energy Dispatch MWh 1.414.045 1.470.405 767.882 461.012 264.519 261.391 331.900 474.062 437.842 421.459 389.967 438.380 462.380 434.198 456.353 385.957

Energy Demanded in ACR MWh 1.355.167 1.412.728 739.218 443.804 254.645 251.634 319.511 456.366 421.498 405.727 375.410 422.016 445.120 417.991 439.318 371.550

Energy sold/(bought) in ACL MWh (7.236) (52.854) (60.821) (70.390) (68.820) (13.972) (907) 5.672 17.494 17.489 9.571 8.620 7.789 7.701 7.578 13.989

ADOMP MWh 1.433.533 1.441.079 800.989 453.594 260.396 257.396 326.995 467.393 431.994 432.594 385.195 433.194 457.194 429.594 451.794 405.594



16

Parnaíba III

327

360

253

207 178 186

213

256 260 269 274 301

324 331 356 349

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

71 70 71 74 77 83

78

95 100 105 109 115

122 127

134 140

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030


EBITDA (R$ MM)

Source: Eneva



17

Parnaíba III

Projected Cash Flows (R$ MM)

Source: Eneva








Debt (Target)



Inflation 3,02%



Cost of Capital

Ke - US$ 8,34%


2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT 50 51 55 60 62 69 65 84 91 97 103 109 116 121 128 134

Income Tax Paid (3) (3) (3) (4) (6) (7) (7) (10) (11) (35) (37) (39) (41) (43) (46) (48)


Changes in Working Capital 8 1 (2) (1) (1) (1) 1 (2) (1) (1) (1) (0) (1) (1) (1) (1)


Capex (6) (0) (0) 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid (3) (14) (14) 4 3 (14) (14) (14) (14) (10) 0 0 0 0 0 0

Total 53 41 43 65 64 53 52 65 72 58 72 76 80 83 88 92



18

Parnaíba IV2

Sources

Parnaíba IV plant comprises of 3 thermo generation turbines

Parnaíba IV sells energy in the free market, and currently sells

all of its energy for private company Kinross

Parnaíba IV has a long term supply contract with PGN to

supply gas to the thermo plants which entails the following

cost:







Energy Source Gas


Commercial Operation Date jan-14



PPA Length NA

Inflexibility NA

Base Fixed Revenue NA





Source: Eneva

Note[1]: Intercompany Debt ; Note [2]: Parnaíba IV refers to UTE Parnaíba IV and Parnaíba Geração e

Comercialização


Debt Amount (as of December, 2014)¹ R$153MM

Interest 104% CDI




Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030



Availability % 87% 88% 89% 89% 89% 88% 87% 85% 87% 89% 85% 87% 87% 87% 87% 87%


Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%






Net FID MWm 1,07 0,57 0,37 -0,26 -0,85 -0,16 -0,05 -0,16 -0,52 -0,79 -0,84 -1,13 -1,10 -0,95 -0,92 -1,12

Energy Traded in ACL MWm 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00

Spot energy sold in ACR % 2% 1% 1% -1% -2% 0% 0% 0% -1% -2% -2% -2% -2% -2% -2% -2%

Total Energy Dispatch MWh 428.489 432.762 355.301 287.336 216.722 218.179 257.247 285.412 280.447 283.629 283.546 287.834 291.284 285.097 280.259 271.368

Energy Demanded in ACR MWh 9.345 5.011 3.198 (2.296) (7.453) (1.378) (460) (1.419) (4.545) (6.940) (7.329) (9.895) (9.666) (8.312) (8.058) (9.826)

Energy sold/(bought) in ACL MWh 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960

ADOMP MWh 9.637 5.168 2.676 (1.547) (3.792) (715) (285) (992) (3.080) (4.644) (5.108) (6.850) (6.778) (5.707) (5.447) (6.439)

Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030




TUST R$/KW - month 4,94 5,33 5,63 5,92 6,22 6,54 6,87 7,22 7,58 7,97 8,37 8,80 9,24 9,71 10,20 10,72

Fixed O&M R$ MM 4,10 4,30 4,55 4,79 5,03 5,29 5,56 5,84 6,14 6,45 6,77 7,12 7,48 7,86 8,26 8,67

Variable O&M R$/MWh 4,39 4,71 4,99 5,25 5,52 5,80 6,09 6,40 6,72 7,07 7,42 7,80 8,20 8,61 9,05 9,51

Overhauling R$ MM 7,71 7,72 4,95 5,49 5,08 5,36 6,05 6,67 6,95 7,34 7,72 8,17 8,63 8,97 9,35 9,68



ACR - Co&m R$/MWh 10,27 11,08 11,70 12,31 12,94 13,59 14,28 15,01 15,77 16,57 17,41 18,29 19,22 20,19 21,22 22,29




Fuel - Variable Lease PaymentsR$ MM 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00




19

Parnaíba IV

Operating Metrics





20

Parnaíba IV


63 68 72 74 77

82 87 91 95 99

104 109

115 121

127 133

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBITDA (R$ MM)

15 17

23 24 27

29 29 30 31 32 34 35

37 39

41 44

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Source: Eneva



21

Parnaíba IV


Source: Eneva








Debt (Target)



Inflation 3,02%



Cost of Capital

Ke - US$ 24,34%


2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT (12) (7) (1) 2 6 10 12 15 18 22 26 29 30 33 35 37

Income Tax Paid 0 0 0 0 0 (0) (0) (0) (1) (3) (8) (8) (9) (9) (12) (15)


Changes in Working Capital 6 (0) (1) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0)


Capex (2) (0) (0) 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid 0 0 (0) (18) (18) (16) (19) (21) (24) (25) (12) (0) (0) (0) 0 0

Total -1 -1 5 -10 -6 0 0 0 0 0 13 27 28 30 29 29



22

Valuation Summary


Source: Eneva

Note [1]: Parnaíba IV Projected Cash Flows discounted by Parnaíba I Cost of Equity (13.08%) result in

an equity value of Petra stake of R$16,23 MM

352

165

1 (93)

425

Parnaíba I Parnaíba III Parnaíba IV Non Contributed Capital Increase

Total

Market Comparable Multiples

361

489 High range

Mid range

Low range

Parnaiba I, III and IV Multiple Range EV Equity Value Equity Value Adjusted by Capital

Increase

2015 EBITDA (Trading Multiple) 8,00x 9,00x 713 803 489 578 396 485


2015 EBITDA (Transaction Multiple) 8,00x 10,00x 713 892 489 667 396 574

1

Multiples Database

Annex I


Multiples Database

24

Comparable Trading Statistics

Source: Capital IQ

Company

March, 23rd/ 2015

# Total Shares

(MM)

Share Price

(US$)

Market Cap

(US$ MM)Debt/Equity

Net Debt

(US$ MM)

Enterprise Value

(US$ MM)

2015 2016 2015 2016

AES Tietê S.A. 381 4,7 1.798,3 118,9 573,1 2.371,4 411,1 341,9 5,8x 6,9x

Cemig S.A. 1.258 3,9 4.893,6 74,8 3.867,9 8.761,5 1.155,6 1.092,0 7,6x 8,0x

CPFL Energia S.A. 962 6,0 5.800,9 189,4 5.279,0 11.079,9 1.243,7 1.386,6 8,9x 8,0x

CPFL Energias Renováveis S.A. 503 3,8 1.921,5 133,2 1.649,1 3.570,6 315,8 357,6 11,3x 10,0x

EDP - Energias do Brasil S.A. 476 3,2 1.513,7 51,1 952,4 2.466,1 499,0 574,6 4,9x 4,3x

Equatorial Energia S.A. 198 9,4 1.851,3 127,0 907,2 2.758,5 294,0 372,5 9,4x 7,4x

Renova Energia S.A. 106 8,4 889,3 113,4 846,5 1.735,9 117,7 159,7 14,8x 10,9x

Tractebel Energia S.A. 653 11,0 7.202,6 65,2 1.116,5 8.319,1 938,7 1.176,5 8,9x 7,1x

Eneva S.A. 840 0,1 50,4 241,6 1.973,4 2.023,8 326,6 0,0 6,2x 0,0x

Copel 274 10,8 2.961,9 35,1 1.826,6 4.471,0 892,6 1.057,4 5,4x 5,3x

Average Local GenCo's 115,0 8,3x 6,8x

Medium Local GenCo's 116,2 8,2x 7,2x

EBITDA EV/EBITDA


Multiples Database

25

Comparable Transaction Statistics

Source: Capital IQ

All Transactions

Announced DateBuyers/Investors Target/Issuer

Total Transaction Value (US$

MM, Historical rate)Percent Sought

Implied Enterprise

Value/EBITDACountry of Target

out-14 Gas Natural SDG SA (CATS:GAS)Compañía General de

Electricidad S.A. (SNSE:CGE)6.611,0 54% 9,0x Chile

abr-14 Enersis S.A. (SNSE:ENERSIS) Generandes Peru SA 413,0 39% 6,0x Peru

mar-14 AES Gener S.A.Empresa Electrica Guacolda

S.A.1.317,1 50% 12,0x Chile

mai-13 Berkshire Hathaway Energy NV Energy, Inc. 10.688,8 100% 8,9x United States

dez-12 Toplofikatzia Pleven EAD Toplofikatsia Rousse EAD 69,4 100% 12,5x Bulgaria

abr-11 The AES Corporation DPL Inc. 4.798,7 100% 7,7x United States

jan-11 Duke Energy Corporation Progress Energy Inc. 26.627,3 100% 8,3x United States

dez-10

Capstone Infrastructure

Corporation; Macquarie

Infrastructure and Real Assets

(Europe) Limited

Heat Operations and Heat

Production Facilities308,9 100% 7,4x Sweeden

nov-10 Emera IncorporatedLight & Power Holdings

Limited91,9 42% 5,0x Barbados

fev-10 FirstEnergy Corp. Allegheny Energy, Inc. 9.291,0 100% 7,5x United States

nov-09 Pacific Equity Partners Energy Developments Ltd. 736,6 80% 7,2x Australia

out-09 Grupo Argos S.A. ; Celsia SA ESPEmpresa de Energia del

Pacifico S.A.1.226,8 64% 7,5x Colombia

set-08

The Kansai Electric Power

Company, Incorporated ;

Marubeni Corporation; Kyushu

Electric Power Company,

Incorporated; GDF SUEZ S.A.;

Japan Bank For International

Cooperation, Investment Arm

Senoko Energy Pte Ltd 2.769,0 100% 16,2x Singapore

jul-08 Gas Natural SDG AS Unión Fenosa, S.A. 11.810,5 45% 11,0x Spain

Average 5.482,8 77% 9,0x

Median 2.043,0 90% 8,0x

Parnaíba I, III and IV Overview

Annex II



27

Parnaíba Complex Overview

The Parnaíba Complex, located in Santo Antônio dos Lopes, Maranhão, is one of the largest thermal energy generation complexes in Brazil

The Complex is formed by the thermal power plants Parnaíba I, Parnaíba II, Parnaíba III and Parnaíba IV

Currently in operation, Parnaíba I (676 MW), Parnaíba III (178 MW) and Parnaíba IV (56 MW) are the energy suppliers to the National Grid (SIN)

Using gas produced by Parnaíba Gás Natural, ENEVA is able to generate energy at low costs due to privileged logistics, to the enterprise’s large scale

and easy access to mains

The Parnaíba Complex is certified to reach up to 3,722 MW

■ Capacity: 676 MW

■ Efficiency: 37%

■ Fixed Revenues: R$443 MM/year

■ Unitary Variable Cost: R$114/MWH

■ Auction: A-5/2008

Parnaíba I


■ Efficiency: 51%

■ Fixed Revenues: R$374MM/year



Parnaíba II


■ Efficiency: 38%




Parnaíba III

■ Capacity: 56 MW

■ Efficiency: 46%



■ Free Market

Parnaíba IV

Source: Eneva



28

Parnaíba I Income Statement

R$ thousand 2012 2013 2014

Net Revenues - 682.815 960.759

Costs - (594.048) (824.570)

Gross profit - 88.767 136.190

Operating Expenses (15.736) (11.997) (18.770)

SG&A (14.807) (10.320) (5.844)

Other expenses (929) (1.677) (12.926)

EBIT (15.736) 76.771 117.420

Net financial revenues (expenses) (984) (71.334) (75.854)

Financial revenues 1 3.100 6.010

Financial expenses (985) (74.434) (81.864)

EBT (16.720) 5.436 41.566

Taxes 5.716 (5.284) (5.604)

Net income (loss) (11.004) 152 35.962

Source: Eneva



29

Parnaíba I Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 85.229 158.288 206.355

Cash and cash equivalents 83.250 32.034 38.121

Accounts receivable - 110.113 141.072

Inventory - 4.236 7.480

Taxes recoverable - 7.455 14.722

Prepaid expenses 1.706 4.086 4.960

Other credits 272 364 -

Non Current Assets 1.084.889 1.264.731 1.179.035

Taxes recoverable 5.141 520 1.323

Deferred taxes and social

contribution 11.359 14.006 12.009

Prepaid expenses 1.844 257 1.356

Linked deposit - 34.044 24.648

Related parties - 1.906 1.344

Fixed assets 882.788 1.035.111 971.709

Intangible 183.758 178.887 166.647

Total Assets 1.170.118 1.423.019 1.385.390

R$ thousand 2012 2013 2014

Current Liabilities 162.381 265.826 199.312

Suppliers 3.020 85.787 30.028

Loans and financing 150.759 149.663 142.438

Taxes and contributions payable 413 9.431 6.603

Wages and vacations payable 5.157 2.328 2.252

Energy reimbursement - 15.739 -

Other accounts payable 3.032 2.878 17.991

Non current liabilities 677.593 910.569 715.373



contribution - 4.187 7.117

Accounts payable to related

parties - 107.223 130.275

Advances for future capital

increase - 141.571 -

Equity 330.144 246.624 470.705

Capital 354.465 263.619 263.619

Accumulated losses (24.321) (16.995) 207.087

Total Liabilitites + Equity 1.170.118 1.423.019 1.385.390

Source: Eneva



30

Parnaíba III Income Statement

R$ thousand 2012 2013 2014

Net Revenues - 198.299 244.861

Costs - (221.912) (239.403)

Gross profit - (23.613) 5.458

Operating Expenses (294) (483) (10.070)

Administrative (294) (483) (10.070)

EBIT (294) (24.096) (4.612)

Net financial revenues (expenses) - (4.790) (10.660)

Financial revenues - 3.811 9.021

Financial expenses - (8.601) (19.681)

EBT (294) (28.886) (15.272)

Taxes - 9.821 5.109

Net income (loss) (294) (19.065) (10.163)

Source: Eneva



31

Parnaíba III Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 67 162.075 71.320

Cash and cash equivalents - 62.796 14.104



Prepaid expenses 67 1.269 1.157

Derivative transactions - 1.380 -

Other credits - 2.609 3.956

Non Current Assets - 166.267 267.864

Taxes recoverable - 249 111



Fixed assets - 156.197 181.535

Total Assets 67 328.341 339.184

R$ thousand 2012 2013 2014

Current Liabilities 13 149.710 164.106

Suppliers 13 28.253 33.716

Loans and financing - 120.636 121.568

Taxes and contributions

payable - 39 -

Research & Development - 549 -

Other accounts payable - 233 8.822

Non current liabilities 7 38.591 38.001

Related parties 7 38.591 38.001

Equity 47 140.040 137.077

Capital 1.213 160.271 160.271

Accumulated losses (1.166) (20.231) (23.194)

Total Liabilitites + Equity 67 328.341 339.184

Source: Eneva



32

Parnaíba IV

R$ thousand 2012 2013 2014

Net Revenues - 5.825 50.022

Costs - (3.244) (32.549)

Gross profit - 2.581 17.473

Operating Expenses - (632) (1.311)

Administrative - (632) (1.311)

EBIT - 1.949 16.162

Net financial revenues (expenses) 12 3.416 (21.280)

Financial revenues 19 8.928 325


EBT (12) 5.365 (5.118)

Taxes - (1.800) 2.783

Net income (loss) (12) 3.565 (2.335)

Source: Eneva



33

Parnaíba IV Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 1.596 29.035 14.270

Cash and cash equivalents 1.596 5.074 331




Other credits - 102 829

Non Current Assets 15.164 118.352 183.443

Taxes recoverable 3 74 22.200

Fixed assets 15.161 118.278 161.243

Total Assets 16.760 147.387 197.713

R$ thousand 2012 2013 2014


Suppliers - 7.888 1.797

Labour obligations - 129 73

Tax obligations 23 437 3.718

Loans and financing - 75.131 -

Transactions with related

parties 1.509 - 0

Other liabilities - 17 70

Non current liabilities - 44.271 174.877


contributions - 1.048 1.580


parties - 43.223 173.297

Equity 15.228 19.514 17.178

Capital 15.216 15.936 15.936

Earnings reserve 12 3.578 1.242

Total Liabilitites + Equity 16.760 147.387 197.713

Source: Eneva


Sao Paulo

Av. Brigadeiro Faria Lima, 3311 – 10th Floor

04538 133 - Itaim Bibi

+55 11 3014 6868

Rio de Janeiro

Av. Borges de Medeiros, 633 – Room 202

22430 042 - Leblon

+55 21 3205 9180

www.g5evercore.com

Contacts

34

Corrado Varoli

[email protected]

+55 11 3014 6868

Marcelo Lajchter

[email protected]

+55 21 3205 9180

Graciema Bertoletti

[email protected]

+55 11 3014 6846

Arthur Horta

[email protected]

+55 11 3165 4600

Manuela Albuquerque Silveira

[email protected]

+55 11 3165 7005

Attachment V

Petra Assets Valuation Report


PROJECT 36 – INFORMATION MEMORANDUM

PREPARED TO: [INVESTOR]

DATE: [X]

Eneva – Valuation Analysis

March 31, 2015


Table of Contents

Section I. Executive Summary

Section II. Valuation - Parnaíba I, III and IV

Appendix I. Multiple Database

Appendix II. Parnaíba I, III and IV Overview

Contacts

2

Executive Summary

I


Executive Summary

4

March 27, 2015

Eneva S.A

Praia do Flamengo, 66 – 9th floor

22210030 Rio de Janeiro – RJ – Brazil

Dear Sirs,

We understand that Eneva S.A. (“Company” or “Eneva”) is entertaining the possibility of acquiring the stake currently owned directly and/or indirectly

by Petra Energia S.A. (“Petra”) in UTE Parnaíba I, UTE Parnaíba III and UTE Parnaíba IV1 (collectively referred to herein as “UTEs”), equivalent to

30% of the capital stock in each of such UTEs (“Petra UTE Shares”).

For the purposes of the foregoing, Eneva have asked G5 Consultoria e Assessoria Ltda. (“G5 Evercore”) to provide the Company with a valuation of

Petra UTE Shares.

In connection with the required analysis by G5 Evercore, please be advised that we have based our work on the information provided by or on

behalf of the Company and also endeavored the following specific reviews and discussions:

I. Reviewed certain non-public internal financial statements, other non-public financial and operating data relating to Parnaíba I, III and IV,

that were prepared and provided to us by the management of the Company;

II. Reviewed certain financial projections relating to Parnaíba I, III and IV, that were provided to us by the management of the Company;

III. Discussed the past and current operations, financial projections, current financial condition and prospects of Parnaíba I, III and IV with

certain members of senior management of the Company;

IV. Reviewed existing agreement between Petra and Eneva related to Parnaíba I, III and IV, including existing shareholders agreements

and capital increase operations that occurred in the past;

V. Reviewed the financial terms of certain publicly available transactions that we deemed to be relevant; and

VI. Discussed with management of the Company, but have not discussed with legal advisors of the Company, the potential impact of

certain ongoing litigations.

With respect to the financial projections of Parnaíba I, III and IV which were provided to us, we have assumed that such financial projections have

been reasonably prepared by the Company on bases reflecting the best currently available estimates and good faith judgments of the future

competitive, operating and regulatory environments and related financial performance of Parnaíba I, III and IV.

Furthermore, we were informed by the Company that Petra failed to contribute its share on capital increases of UTE Parnaíba I, UTE Parnaíba III

and UTE Parnaíba IV duly approved in the past years. The amount due by Petra, sums R$ 70,9 MM, however, with penalties and interests applied,

the current total amount outstanding is R$ 93,0 MM.

Introduction (1/2)

Note [1]: UTE Parnaíba IV refers to UTE Parnaíba IV and Parnaíba Geração e Comercialização


Executive Summary

5

Notwithstanding our review of certain set of information provided by or on behalf of the Company, we have not made, nor assumed any

responsibility for making, any technical audit of the Company’s operation nor carried out any independent valuation or appraisal of specific assets or

liabilities (contingent or otherwise) of the UTEs, nor have we been provided with any such appraisals, nor have we evaluated the solvency or fair

value of each of the UTEs under any state or federal laws relating to bankruptcy, insolvency or similar matters. Our valuation analysis is necessarily

based on economic, market and other conditions as in effect on, and the information made available to us as of, the date hereof. It is understood

that subsequent developments may affect this analysis and that we do not have any obligation to update, revise or reaffirm this assessment.

Likewise, we have not been asked to pass upon, nor express opinion with respect to any matter other than the valuation of the UTEs as of the date

hereof, to the holders of the Company. Our valuation analysis does not address the relative merits of the acquisition of Petra UTE Shares as

compared to other business or financial strategies that might be available to the Company, nor does it address the underlying business decision of

the Company to engage in such a transaction. We are not legal, regulatory, accounting or tax experts and have assumed the accuracy and

completeness of assessments by the Company and its advisors with respect to legal, regulatory, accounting and tax matters.

Furthermore, no representation or warranty, express or implied, is hereby made by G5 Evercore and/or its affiliates, managers, employees,

consultants, agents or representatives, as to the accuracy or completeness of the information provided to G5 Evercore and nothing contained herein

is, or shall be relied upon as, a representation, whether as to the past, the present or the future.

Finally, please be also advised that we have been engaged as financial advisor to the Company solely for the purpose of performing this valuation

analysis and will receive a fee in connection with the delivery of this analysis. In addition, the Company has agreed to reimburse certain of our

expenses and to indemnify us against certain liabilities arising out of our engagement. In addition, we and our affiliates may have in the past

provided, may be currently providing and in the future may provide, financial advisory services to the Company, or their respective affiliates, for

which we have received, and would expect to receive, compensation.

Based upon and subject to the foregoing, as of the date hereof, we present in this presentation a summary of the valuation analysis of Petra UTE

Shares.

Very truly yours,

G5 Consultoria e Assessoria Ltda (“G5 EVERCORE”)

By:

Corrado Varoli

Co-Founder & CEO

Introduction (2/2)


Methodology Range Petra Stake Equity Value¹ (R$ MM)

Discounted Cash Flow to Equity

Cost of Capital:

Parnaíba I

Parnaíba III

Parnaíba IV

-15% / +15%

13,08%

11,61%

28,10%


2015 8,0x – 9,0x


2016 6,5x – 7,5x

Transaction EV/EBITDA

Multiples 8,0x– 10,0x

Executive Summary

6

Valuation Methodologies

Discounted Cash Flow methodology

Valuation based on cash flow

projections for Parnaíba I, III and IV.

G5 valued Petra’s stake in Parnaiba

I, III and IV to R$ 425 MM (Parnaíba

I R$ 352MM, Parnaíba III R$

165MM and Parnaíba IV R$ 1MM)1

Valuation based on transaction

multiples of fossil fuel electricity

generation assets and companies in

the world – numbers provided by


Valuation based on trading multiples

of energy generation companies in

Brazil – estimates provided by


Market Comparable Multiples:

Petra’s stake in Parnaíba I, Parnaíba III and Parnaíba IV equity were valued by G5 Evercore according to different methodologies, detailed

below.

Note [1]: Discounted by R$ 93 MM owed by Petra under the shareholders agreement regulation, due

to failure in contribution its share in capital increases occurred in the past

396

240

396

361

574

326

485

489

Parnaíba I, Parnaíba III e Parnaíba IV Valuation Summary


II



8

Main Working Assumptions

Assets Description

The Company provided G5 Evercore with financial projections

for the following assets individually :

Parnaíba I

Parnaíba III

Parnaíba IV

The projections can be separated in 2 stages: for years 2015

to 2016 the numbers are based on the updated 2 years

business plan of Eneva, for years 2017 to 2050 they are

based on project fundamentals and long term pricing curves,

both provided by Eneva and/or provided by sector consultants

The assets were evaluated individually, and no synergies,

gains, or other post-transaction adjustments were considered

in the assessment of value

Macroeconomic assumptions were based on projections

available in the Brazilian Central Bank website and in the

International Monetary Fund (IMF) website

Long term PLD forecasts were provided by specialty

consultant PSR

Long term Henry Hub price curves were provided by E.on

The companies currently benefit from an income tax break

equivalent to 75% of income taxes

Petra

ENEVA / E.ON

Joint Venture (JV)

E.ON

Parnaíba I Parnaíba III Parnaíba IV

42,9% 50,0%

50,0%

70% Eneva

30% Petra

35% Eneva

35% JV

30% Petra

35% Eneva

35% JV

30% Petra

Main Asset Features

Base Date

The Discounted Cash Flow methodology’s considers all cash

flows after December 31st, 2015, as a hypothetical closing

date.

The multiple analysis considers 2015 and 2016 EBITDA. Net

debt considered is as of December 31st, 2015

Source: Eneva


Valuation - Eneva

9

Cost of Equity Calculation Methodology

CAPM Model

Cost of Equity

(Nominal R$)

Cost of Equity

(Nominal USD)

Inflation

Differential

Long-Term

US Inflation

Long-Term

Brazil Inflation

Risk Free Rate

(Nominal USD) Levered Beta Risk Premium Country Risk

Unlevered Beta Marginal Tax Rate Debt to Equity

Ratio

Cost of Equity

Risk Free Rate

Levered Beta

Market Risk Premium

Country Risk



10

Parnaíba I

Overview

Parnaíba I plant is a the largest UTE in the Parnaíba complex,

and comprises of four thermo generation turbines



Parnaíba I derives fixed revenues from the regulated market



Parnaíba I has a long term supply contract with PGN to supply

gas to the thermo plants which entails three distinct costs:









costs




Energy Source Gas


Commercial Operation Date feb-13



PPA Length 15 years

Inflexibility 0%






Source: Eneva


Debt Amount (as of December, 2014) R$720MM

Interest 69% of Debt: TJLP + 2%

31% of Debt : IPCA + 5%





11

Parnaíba I

Operating Metrics



Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030




TUST R$/KW - month 3,31 3,54 3,75 3,95 4,15 4,36 4,58 4,81 5,06 5,31 5,58 5,87 6,16 6,48 6,81 7,15

Fixed O&M R$ MM 48,82 47,72 50,41 53,03 55,72 58,55 61,51 64,63 67,91 71,35 74,97 78,77 82,77 86,96 91,37 96,00

Variable O&M R$/MWh 5,55 5,99 6,32 6,65 6,99 7,35 7,72 8,11 8,52 8,95 9,41 9,88 10,38 10,91 11,46 12,04

Overhauling R$ MM 12,47 12,91 183,50 13,74 14,45 15,19 15,96 16,76 17,61 39,92 19,45 20,43 21,47 22,56 23,70 24,90



ACR - Co&m R$/MWh 10,97 11,77 12,47 13,12 13,79 14,49 15,22 15,99 16,80 17,65 18,55 19,49 20,48 21,52 22,61 23,75







Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030



Availability % 88% 90% 95% 95% 95% 91% 95% 95% 94% 89% 94% 95% 95% 91% 94% 94%


Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%






Net FID MWm 0,00 21,48 28,84 29,26 26,71 13,32 7,56 -0,05 -0,87 -0,65 5,53 3,14 3,59 3,50 6,86 1,69


Energy Traded in ACL MWm 1,67 -20,21 -27,90 -28,89 -26,92 -13,53 -7,77 -0,16 0,66 0,45 -5,74 -3,34 -3,80 -3,71 -7,07 -1,90


Total Energy Dispatch MWh 5.231.601 5.316.456 3.863.196 2.585.286 1.591.026 1.629.928 2.260.623 2.676.014 2.635.725 2.385.555 2.738.302 2.783.776 2.553.484 2.387.363 2.519.274 2.449.088

Energy Demanded in ACR MWh 5.024.485 5.110.490 3.716.285 2.490.137 1.533.721 1.571.222 2.179.201 2.579.630 2.540.793 2.299.633 2.639.675 2.683.512 2.461.514 2.301.376 2.428.536 2.360.878

Energy sold/(bought) in ACL MWh 14.661 (177.497) (244.373) (253.115) (235.807) (118.504) (68.051) (1.399) 5.804 3.931 (50.250) (29.284) (33.252) (32.479) (61.891) (16.628)

ADOMP MWh 5.387.239 5.406.770 3.711.995 2.489.819 1.534.314 1.635.701 2.183.187 2.586.480 2.550.431 2.451.298 2.654.071 2.687.866 2.469.322 2.403.984 2.442.286 2.376.948



12

Parnaíba I

1.095 1.221

1.126 989

849 881 1.065

1.219 1.286 1.311 1.479

1.582 1.610 1.652 1.806

1.910

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

211 199

62

236 245 261

283 305

322 317 356

377 394

413 436

463

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030


EBITDA (R$ MM)

Source: Eneva



13

Parnaíba I

Cash Flows (R$ MM)

Source: Eneva








Debt (Target)



Inflation 3,02%



Cost of Capital

Ke - US$ 9,76%


2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT 99 97 (34) 145 158 179 206 232 254 254 297 323 345 366 389 417

Income Tax Paid (2) (2) 0 (5) (6) (7) (9) (14) (17) (102) (117) (126) (133) (140) (148) (158)


Changes in Working Capital (4) 3 17 (26) (3) (2) (1) (1) (1) 1 (3) (2) (2) (2) (1) (2)


Capex (13) (2) (1) (0) (0) 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (57) (33) 0 0 0

Total 70 86 -28 103 138 159 186 207 225 143 167 185 223 270 286 303



14

Parnaíba III

Sources

Parnaíba III plant comprises of 2 thermo generation turbines



Parnaíba III derives fixed revenues from the regulated market



Parnaíba III has a long term supply contract with PGN to

supply gas to the thermo plants which entails three distinct

costs:









costs




Energy Source Gas


Commercial Operation Date out-13



PPA Length 15 years

Inflexibility 0%






Source: Eneva 1 Net Intercompany Credit, as of December 2014, of R$ 34MM is not considered in the total

debt amount


Debt Amount (as of December, 2014)1 R$122MM

Interest CDI + 3%





15

Parnaíba III

Operating Metrics



Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030




TUST R$/KW - month 4,60 4,92 5,21 5,49 5,77 6,06 6,37 6,69 7,03 7,39 7,76 8,16 8,57 9,00 9,46 9,94

Fixed O&M R$ MM 2,88 3,05 3,22 3,39 3,56 3,75 3,93 4,13 4,34 4,56 4,80 5,04 5,29 5,56 5,84 6,14

Variable O&M R$/MWh 5,38 5,81 6,14 6,46 6,78 7,13 7,49 7,87 8,27 8,69 9,13 9,59 10,08 10,59 11,13 11,69

Overhauling R$ MM 3,45 3,57 3,64 3,80 3,99 4,20 16,78 4,63 4,87 5,12 5,37 5,65 5,93 6,23 6,55 6,88



ACR - Co&m R$/MWh 172,96 185,71 196,63 206,94 217,47 228,49 240,08 252,25 265,04 278,47 292,59 307,43 323,01 339,39 356,60 374,68







Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030



Availability % 92% 95% 90% 95% 95% 95% 95% 95% 95% 91% 95% 95% 94% 94% 94% 89%


Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%






Net FID MWm 1,53 6,47 7,21 8,30 8,12 1,86 0,37 -0,39 -1,73 -1,73 -0,83 -0,72 -0,63 -0,62 -0,60 -1,33


Energy Traded in ACL MWm -0,83 -6,02 -6,94 -8,04 -7,86 -1,59 -0,10 0,65 2,00 2,00 1,09 0,98 0,89 0,88 0,87 1,60


Total Energy Dispatch MWh 1.414.045 1.470.405 767.882 461.012 264.519 261.391 331.900 474.062 437.842 421.459 389.967 438.380 462.380 434.198 456.353 385.957

Energy Demanded in ACR MWh 1.355.167 1.412.728 739.218 443.804 254.645 251.634 319.511 456.366 421.498 405.727 375.410 422.016 445.120 417.991 439.318 371.550

Energy sold/(bought) in ACL MWh (7.236) (52.854) (60.821) (70.390) (68.820) (13.972) (907) 5.672 17.494 17.489 9.571 8.620 7.789 7.701 7.578 13.989

ADOMP MWh 1.433.533 1.441.079 800.989 453.594 260.396 257.396 326.995 467.393 431.994 432.594 385.195 433.194 457.194 429.594 451.794 405.594



16

Parnaíba III

327

360

253

207 178 186

213

256 260 269 274 301

324 331 356 349

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

71 70 71 74 77 83

78

95 100 105 109 115

122 127

134 140

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030


EBITDA (R$ MM)

Source: Eneva



17

Parnaíba III


Source: Eneva








Debt (Target)



Inflation 3,02%



Cost of Capital

Ke - US$ 8,34%


2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT 50 51 55 60 62 69 65 84 91 97 103 109 116 121 128 134

Income Tax Paid (3) (3) (3) (4) (6) (7) (7) (10) (11) (35) (37) (39) (41) (43) (46) (48)


Changes in Working Capital 8 1 (2) (1) (1) (1) 1 (2) (1) (1) (1) (0) (1) (1) (1) (1)


Capex (6) (0) (0) 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid (3) (14) (14) 4 3 (14) (14) (14) (14) (10) 0 0 0 0 0 0

Total 53 41 43 65 64 53 52 65 72 58 72 76 80 83 88 92



18

Parnaíba IV2

Sources

Parnaíba IV plant comprises of 3 thermo generation turbines

Parnaíba IV sells energy in the free market, and currently sells

all of its energy for private company Kinross

Parnaíba IV has a long term supply contract with PGN to

supply gas to the thermo plants which entails the following

cost:







Energy Source Gas


Commercial Operation Date jan-14



PPA Length NA

Inflexibility NA

Base Fixed Revenue NA





Source: Eneva

Note[1]: Intercompany Debt ; Note [2]: Parnaíba IV refers to UTE Parnaíba IV and Parnaíba Geração e

Comercialização


Debt Amount (as of December, 2014)¹ R$153MM

Interest 104% CDI




Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030



Availability % 87% 88% 89% 89% 89% 88% 87% 85% 87% 89% 85% 87% 87% 87% 87% 87%


Grid Losses % 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3%






Net FID MWm 1,07 0,57 0,37 -0,26 -0,85 -0,16 -0,05 -0,16 -0,52 -0,79 -0,84 -1,13 -1,10 -0,95 -0,92 -1,12

Energy Traded in ACL MWm 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00 46,00

Spot energy sold in ACR % 2% 1% 1% -1% -2% 0% 0% 0% -1% -2% -2% -2% -2% -2% -2% -2%

Total Energy Dispatch MWh 428.489 432.762 355.301 287.336 216.722 218.179 257.247 285.412 280.447 283.629 283.546 287.834 291.284 285.097 280.259 271.368

Energy Demanded in ACR MWh 9.345 5.011 3.198 (2.296) (7.453) (1.378) (460) (1.419) (4.545) (6.940) (7.329) (9.895) (9.666) (8.312) (8.058) (9.826)

Energy sold/(bought) in ACL MWh 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960 402.960

ADOMP MWh 9.637 5.168 2.676 (1.547) (3.792) (715) (285) (992) (3.080) (4.644) (5.108) (6.850) (6.778) (5.707) (5.447) (6.439)

Unit 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030




TUST R$/KW - month 4,94 5,33 5,63 5,92 6,22 6,54 6,87 7,22 7,58 7,97 8,37 8,80 9,24 9,71 10,20 10,72

Fixed O&M R$ MM 4,10 4,30 4,55 4,79 5,03 5,29 5,56 5,84 6,14 6,45 6,77 7,12 7,48 7,86 8,26 8,67

Variable O&M R$/MWh 4,39 4,71 4,99 5,25 5,52 5,80 6,09 6,40 6,72 7,07 7,42 7,80 8,20 8,61 9,05 9,51

Overhauling R$ MM 7,71 7,72 4,95 5,49 5,08 5,36 6,05 6,67 6,95 7,34 7,72 8,17 8,63 8,97 9,35 9,68



ACR - Co&m R$/MWh 10,27 11,08 11,70 12,31 12,94 13,59 14,28 15,01 15,77 16,57 17,41 18,29 19,22 20,19 21,22 22,29




Fuel - Variable Lease PaymentsR$ MM 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00 0,00




19

Parnaíba IV

Operating Metrics





20

Parnaíba IV


63 68 72 74 77

82 87 91 95 99

104 109

115 121

127 133

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBITDA (R$ MM)

15 17

23 24 27

29 29 30 31 32 34 35

37 39

41 44

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Source: Eneva



21

Parnaíba IV


Source: Eneva








Debt (Target)



Inflation 3,02%



Cost of Capital

Ke - US$ 24,34%


2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

EBT (12) (7) (1) 2 6 10 12 15 18 22 26 29 30 33 35 37

Income Tax Paid 0 0 0 0 0 (0) (0) (0) (1) (3) (8) (8) (9) (9) (12) (15)


Changes in Working Capital 6 (0) (1) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0) (0)


Capex (2) (0) (0) 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Raised 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Debt Paid 0 0 (0) (18) (18) (16) (19) (21) (24) (25) (12) (0) (0) (0) 0 0

Total -1 -1 5 -10 -6 0 0 0 0 0 13 27 28 30 29 29



22

Valuation Summary


Source: Eneva

Note [1]: Parnaíba IV Projected Cash Flows discounted by Parnaíba I Cost of Equity (13.08%) result in

an equity value of Petra stake of R$16,23 MM

352

165

1 (93)

425

Parnaíba I Parnaíba III Parnaíba IV Non Contributed Capital Increase

Total

Market Comparable Multiples

361

489 High range

Mid range

Low range

Parnaiba I, III and IV Multiple Range EV Equity Value Equity Value Adjusted by Capital

Increase



2015 EBITDA (Transaction Multiple) 8,00x 10,00x 713 892 489 667 396 574

1

Multiples Database

Annex I


Multiples Database

24

Comparable Trading Statistics

Source: Capital IQ

Company

March, 23rd/ 2015

# Total Shares

(MM)

Share Price

(US$)

Market Cap

(US$ MM)Debt/Equity

Net Debt

(US$ MM)

Enterprise Value

(US$ MM)

2015 2016 2015 2016

AES Tietê S.A. 381 4,7 1.798,3 118,9 573,1 2.371,4 411,1 341,9 5,8x 6,9x

Cemig S.A. 1.258 3,9 4.893,6 74,8 3.867,9 8.761,5 1.155,6 1.092,0 7,6x 8,0x

CPFL Energia S.A. 962 6,0 5.800,9 189,4 5.279,0 11.079,9 1.243,7 1.386,6 8,9x 8,0x

CPFL Energias Renováveis S.A. 503 3,8 1.921,5 133,2 1.649,1 3.570,6 315,8 357,6 11,3x 10,0x

EDP - Energias do Brasil S.A. 476 3,2 1.513,7 51,1 952,4 2.466,1 499,0 574,6 4,9x 4,3x

Equatorial Energia S.A. 198 9,4 1.851,3 127,0 907,2 2.758,5 294,0 372,5 9,4x 7,4x

Renova Energia S.A. 106 8,4 889,3 113,4 846,5 1.735,9 117,7 159,7 14,8x 10,9x

Tractebel Energia S.A. 653 11,0 7.202,6 65,2 1.116,5 8.319,1 938,7 1.176,5 8,9x 7,1x

Eneva S.A. 840 0,1 50,4 241,6 1.973,4 2.023,8 326,6 0,0 6,2x 0,0x

Copel 274 10,8 2.961,9 35,1 1.826,6 4.471,0 892,6 1.057,4 5,4x 5,3x

Average Local GenCo's 115,0 8,3x 6,8x

Medium Local GenCo's 116,2 8,2x 7,2x

EBITDA EV/EBITDA


Multiples Database

25

Comparable Transaction Statistics

Source: Capital IQ

All Transactions

Announced DateBuyers/Investors Target/Issuer

Total Transaction Value (US$

MM, Historical rate)Percent Sought

Implied Enterprise

Value/EBITDACountry of Target

out-14 Gas Natural SDG SA (CATS:GAS)Compañía General de

Electricidad S.A. (SNSE:CGE)6.611,0 54% 9,0x Chile

abr-14 Enersis S.A. (SNSE:ENERSIS) Generandes Peru SA 413,0 39% 6,0x Peru

mar-14 AES Gener S.A.Empresa Electrica Guacolda

S.A.1.317,1 50% 12,0x Chile

mai-13 Berkshire Hathaway Energy NV Energy, Inc. 10.688,8 100% 8,9x United States

dez-12 Toplofikatzia Pleven EAD Toplofikatsia Rousse EAD 69,4 100% 12,5x Bulgaria

abr-11 The AES Corporation DPL Inc. 4.798,7 100% 7,7x United States

jan-11 Duke Energy Corporation Progress Energy Inc. 26.627,3 100% 8,3x United States

dez-10

Capstone Infrastructure

Corporation; Macquarie

Infrastructure and Real Assets

(Europe) Limited

Heat Operations and Heat

Production Facilities308,9 100% 7,4x Sweeden

nov-10 Emera IncorporatedLight & Power Holdings

Limited91,9 42% 5,0x Barbados

fev-10 FirstEnergy Corp. Allegheny Energy, Inc. 9.291,0 100% 7,5x United States

nov-09 Pacific Equity Partners Energy Developments Ltd. 736,6 80% 7,2x Australia

out-09 Grupo Argos S.A. ; Celsia SA ESPEmpresa de Energia del

Pacifico S.A.1.226,8 64% 7,5x Colombia

set-08

The Kansai Electric Power

Company, Incorporated ;

Marubeni Corporation; Kyushu

Electric Power Company,

Incorporated; GDF SUEZ S.A.;

Japan Bank For International

Cooperation, Investment Arm

Senoko Energy Pte Ltd 2.769,0 100% 16,2x Singapore

jul-08 Gas Natural SDG AS Unión Fenosa, S.A. 11.810,5 45% 11,0x Spain

Average 5.482,8 77% 9,0x

Median 2.043,0 90% 8,0x


Annex II



27

Parnaíba Complex Overview

The Parnaíba Complex, located in Santo Antônio dos Lopes, Maranhão, is one of the largest thermal energy generation complexes in Brazil

The Complex is formed by the thermal power plants Parnaíba I, Parnaíba II, Parnaíba III and Parnaíba IV

Currently in operation, Parnaíba I (676 MW), Parnaíba III (178 MW) and Parnaíba IV (56 MW) are the energy suppliers to the National Grid (SIN)

Using gas produced by Parnaíba Gás Natural, ENEVA is able to generate energy at low costs due to privileged logistics, to the enterprise’s large scale

and easy access to mains

The Parnaíba Complex is certified to reach up to 3,722 MW


■ Efficiency: 37%




Parnaíba I


■ Efficiency: 51%

■ Fixed Revenues: R$374MM/year



Parnaíba II


■ Efficiency: 38%




Parnaíba III

■ Capacity: 56 MW

■ Efficiency: 46%



■ Free Market

Parnaíba IV

Source: Eneva



28

Parnaíba I Income Statement

R$ thousand 2012 2013 2014

Net Revenues - 682.815 960.759

Costs - (594.048) (824.570)

Gross profit - 88.767 136.190

Operating Expenses (15.736) (11.997) (18.770)

SG&A (14.807) (10.320) (5.844)

Other expenses (929) (1.677) (12.926)

EBIT (15.736) 76.771 117.420

Net financial revenues (expenses) (984) (71.334) (75.854)

Financial revenues 1 3.100 6.010


EBT (16.720) 5.436 41.566

Taxes 5.716 (5.284) (5.604)

Net income (loss) (11.004) 152 35.962

Source: Eneva



29

Parnaíba I Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 85.229 158.288 206.355

Cash and cash equivalents 83.250 32.034 38.121


Inventory - 4.236 7.480


Prepaid expenses 1.706 4.086 4.960

Other credits 272 364 -

Non Current Assets 1.084.889 1.264.731 1.179.035

Taxes recoverable 5.141 520 1.323


contribution 11.359 14.006 12.009

Prepaid expenses 1.844 257 1.356

Linked deposit - 34.044 24.648

Related parties - 1.906 1.344

Fixed assets 882.788 1.035.111 971.709

Intangible 183.758 178.887 166.647

Total Assets 1.170.118 1.423.019 1.385.390

R$ thousand 2012 2013 2014


Suppliers 3.020 85.787 30.028


Taxes and contributions payable 413 9.431 6.603

Wages and vacations payable 5.157 2.328 2.252

Energy reimbursement - 15.739 -

Other accounts payable 3.032 2.878 17.991

Non current liabilities 677.593 910.569 715.373




Accounts payable to related

parties - 107.223 130.275

Advances for future capital

increase - 141.571 -

Equity 330.144 246.624 470.705

Capital 354.465 263.619 263.619

Accumulated losses (24.321) (16.995) 207.087

Total Liabilitites + Equity 1.170.118 1.423.019 1.385.390

Source: Eneva



30

Parnaíba III Income Statement

R$ thousand 2012 2013 2014

Net Revenues - 198.299 244.861

Costs - (221.912) (239.403)

Gross profit - (23.613) 5.458

Operating Expenses (294) (483) (10.070)

Administrative (294) (483) (10.070)

EBIT (294) (24.096) (4.612)

Net financial revenues (expenses) - (4.790) (10.660)

Financial revenues - 3.811 9.021

Financial expenses - (8.601) (19.681)

EBT (294) (28.886) (15.272)

Taxes - 9.821 5.109

Net income (loss) (294) (19.065) (10.163)

Source: Eneva



31

Parnaíba III Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 67 162.075 71.320

Cash and cash equivalents - 62.796 14.104



Prepaid expenses 67 1.269 1.157


Other credits - 2.609 3.956

Non Current Assets - 166.267 267.864

Taxes recoverable - 249 111



Fixed assets - 156.197 181.535

Total Assets 67 328.341 339.184

R$ thousand 2012 2013 2014

Current Liabilities 13 149.710 164.106

Suppliers 13 28.253 33.716

Loans and financing - 120.636 121.568

Taxes and contributions

payable - 39 -

Research & Development - 549 -

Other accounts payable - 233 8.822

Non current liabilities 7 38.591 38.001

Related parties 7 38.591 38.001

Equity 47 140.040 137.077

Capital 1.213 160.271 160.271

Accumulated losses (1.166) (20.231) (23.194)

Total Liabilitites + Equity 67 328.341 339.184

Source: Eneva



32

Parnaíba IV

R$ thousand 2012 2013 2014

Net Revenues - 5.825 50.022

Costs - (3.244) (32.549)

Gross profit - 2.581 17.473

Operating Expenses - (632) (1.311)

Administrative - (632) (1.311)

EBIT - 1.949 16.162

Net financial revenues (expenses) 12 3.416 (21.280)

Financial revenues 19 8.928 325


EBT (12) 5.365 (5.118)

Taxes - (1.800) 2.783

Net income (loss) (12) 3.565 (2.335)

Source: Eneva



33

Parnaíba IV Balance Sheet

R$ thousand 2012 2013 2014

Current Assets 1.596 29.035 14.270

Cash and cash equivalents 1.596 5.074 331




Other credits - 102 829

Non Current Assets 15.164 118.352 183.443

Taxes recoverable 3 74 22.200

Fixed assets 15.161 118.278 161.243

Total Assets 16.760 147.387 197.713

R$ thousand 2012 2013 2014


Suppliers - 7.888 1.797

Labour obligations - 129 73

Tax obligations 23 437 3.718

Loans and financing - 75.131 -


parties 1.509 - 0

Other liabilities - 17 70

Non current liabilities - 44.271 174.877


contributions - 1.048 1.580


parties - 43.223 173.297

Equity 15.228 19.514 17.178

Capital 15.216 15.936 15.936

Earnings reserve 12 3.578 1.242

Total Liabilitites + Equity 16.760 147.387 197.713

Source: Eneva


Sao Paulo

Av. Brigadeiro Faria Lima, 3311 – 10th Floor

04538 133 - Itaim Bibi

+55 11 3014 6868

Rio de Janeiro

Av. Borges de Medeiros, 633 – Room 202

22430 042 - Leblon

+55 21 3205 9180

www.g5evercore.com

Contacts

34

Corrado Varoli

[email protected]

+55 11 3014 6868

Marcelo Lajchter

[email protected]

+55 21 3205 9180

Graciema Bertoletti

[email protected]

+55 11 3014 6846

Arthur Horta

[email protected]

+55 11 3165 4600

Manuela Albuquerque Silveira

[email protected]

+55 11 3165 7005

Attachment VI

Documents

Minutes of Extraordinary General Shareholder?s Meeting - 08/26/2015