ENEVA S.A. In Judicial Recovery

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

Company Registry (NIRE): 33.3.0028402-8

Publicly-Held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON JUNE 1, 2015

I. DATE, TIME AND VENUE: June 1, 2015, at 10:00 a.m., at the headquarters of ENEVA

S.A. In Judicial Recovery (Company), at Praia do Flamengo, 66, 7th floor, in the city and

state of Rio de Janeiro.

II. CALL NOTICE AND ATTENDANCE: The meeting was called pursuant to the Companys

Bylaws and the applicable laws, with the attendance of the following members of the

Companys Board of Directors: Fabio Bicudo, Jrgen Kildahl, Adriano Castello Branco Gonalves,

Keith Plowman and Marcos Grodetzky. The Executive Officers, Messrs. Alexandre Americano

and Ricardo Levy, and Mr. Rodrigo Beraldo were also invited to the meeting.

III. PRESIDING: All members of the Companys Board of Directors attended the meeting,

Mr. Fabio Bicudo chaired the meeting and invited Mr. Rodrigo Beraldo to act as secretary.

IV. AGENDA: To resolve on the calling for the Companys Extraordinary Shareholders

Meeting to resolve on the following agenda:

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

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

twenty-four billion, three hundred, thirty-three million, three hundred, thirty-three thousand,

three hundred and thirty-four (24,333,333,334) non-par, book-entry, registered, common

shares, with eventual partial ratification if, at least, two billion Reais and ten cents

(R$2,000,000,000.10) are subscribed, by issuing, at least, thirteen billion, three hundred,

thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-four

(13,333,333,334) non-par, book-entry, registered, common shares, at the issue price of fifteen

cents of Real (R$0.15) per share (Capital Increase); (ii) the ratification of engagement of

KPMG Corporate Finance Ltda. (KPMG) and G5 Consultoria e Assessoria Ltda. (G5

Evercore) as the institutions liable for preparing the valuation reports on assets to be credited

to the Companys Capital Increase; and (iii) the approval of the respective valuation reports.

V. RESOLUTIONS: The meeting of the Board of Directors was installed and, after

examining and discussing the matters of the agenda, the attending Board members, pursuant

to the Companys Bylaws:

5.1 Unanimously approved the calling for the Companys Shareholders Meeting to resolve

on the following matters:

5.1.1. The Companys private capital increase totaling up to three billion, six

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

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

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

registered, common shares, with eventual partial ratification if, at least, two billion Reais and

ten cents (R$2,000,000,000.10) are subscribed, by issuing, at least, thirteen billion, three

hundred, thirty-three million, three hundred, thirty-three thousand, three hundred and thirty-

four (13,333,333,334) non-par, book-entry, registered, common shares, at the issue price of

fifteen cents of Real (R$0.15) per share, as follows:

5.1.1.1 The issue price will be fifteen cents of Real (R$0.15) per common

share, as widely reported during the approval process of the Companys Judicial

Recovery Plan, approved at the Creditors General Meeting on 30 April 2015 and

homologated on May 15, 2015, representing a discount of 62.4% compared to the

volume weighted average price of the Companys common shares traded at the

BM&FBovespa S.A. Bolsa de Valores, Mercadorias e Futuros within 60 days prior to

February 12, 2015, when the first version of the Judicial Recovery Plan was disclosed,

as authorized by item III, Paragraph 1, Article 170 of Law No. 6,404/76 (Brazilian

Corporation Law). The private capital increase was the proposed measure to ensure

economic and financial sustainability of the Company, pursuant to Law No. 11,101/05,

and the discount in the issue price required to enable the approval by the creditors of

the Company and Eneva Participaes S.A. In Judicial Recovery (Eneva

Participaes), which was determined according to negotiations between

independent parties under the Judicial Recovery Plan.

5.1.1.2 The new common shares shall have the same rights and privileges of

the Companys common shares, pursuant to the Companys Bylaws.

5.1.1.3 Once approved the Capital Increase by the Companys Extraordinary

Shareholders Meeting, the subscription of new common shares issued by the

Company shall remain subject to the approval by the Brazils Antitrust Agency (CADE)

and other precedent conditions provided for under the terms of the Judicial Recovery

Plan and the binding Confirmation Letter entered into between the Company and DD

Brazil Holdings S..R.L, Banco BTG Pactual S.A., Petra Energia S.A., Ita Unibanco S.A.

and Gemlik RJ Participaes S.A. Thus, until these conditions are implemented or

waived, where applicable, a notice to shareholders to start the subscription period will

not be released.

5.1.1.4 The grant of preemptive right to the Companys current shareholders

in the subscription of common shares within the scope of the private capital increase

at the proportion of their interest in the Companys capital stock shall occur on a date

to be disclosed on a notice to shareholders, pursuant to Article 171 of the Brazilian

Corporation Law, after resolution at the Shareholders Meeting.

5.1.1.5 The term to current shareholders exercise their preemptive right will

start on a date to be determined in the notice to shareholders and will end after

elapsing, at least, thirty (30) consecutive days. After such period, in the event of

unsubscribed shares, the Companys shareholders and/or assignees of preemptive

rights who have expressly declared in their subscription lists their intention to

subscribe unsold shares, they shall subscribe these shares within term to be released

by the Company through notice to shareholders. If private capital increase is not fully

subscribed, the Companys Board of Directors may partially approve the capital

increase, as per instructions in the notice to shareholders, the Brazilian Corporation

Law and the applicable rules issued by the CVM.

5.1.1.6 After subscription and payment of shares of capital increase to be

resolved at the Shareholders Meeting, a new Board of Directors Meeting shall be

called to ratify the capital increase.

5.1.2 Ratification of engagement of KPMG, as the institution liable for preparing the

valuation report on BPMB Parnaba S.A.s shares for the purposes of payment of

Capital Increase by Banco BTG Pactual S.A. (Valuation Report of BPMB);

5.1.3 Ratification of engagement of KPMG, as the institution liable for preparing the

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

Participaes for the purposes of payment of Capital Increase by DD Brazil Holdings

S..R.L. (Valuation Report on E.ON Assets);

5.1.4 Ratification of engagement of G5 Evercore, as the institution liable for

preparing the valuation report on Parnaba III Gerao de Energia S.A.s shares for the

purposes of payment of Capital Increase by Gemlik RJ Participaes S.A. (Parnaba III

Valuation Report);

5.1.5 Ratification of engagement of G5 Evercore, as the institution liable for

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

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

Energia S.A. for the purposes of payment of Capital Increase by Petra Energia S.A.

(Valuation Report on Petra Assets);

5.1.6 The approval of the Valuation Report on BPMB;

5.1.7 The approval of the Valuation Report on E.ON Assets;

5.1.8 The approval of the Parnaba III Valuation Report; and

5.1.9 The approval of the Valuation Report on Petra Assets.

5.2. Authorized the Companys Management to take all the measures necessary or

convenient to implement the Capital Increase and the resolutions mentioned above.

VI. CLOSURE AND DRAWING UP OF THE MINUTES: At 11:15 a.m., there being no further

business to address, the meeting was adjourned to draw up these minutes which were then

read, found to be in compliance and signed by the attending Board members. Signatures:

Fabio Bicudo, Chairman, and Rodrigo Beraldo, Secretary.

- This is a free English translation of the Minutes of the Board of Directors Meeting of ENEVA

S.A. In Judicial Recovery, held on June 1, 2015, at 10:00 a.m., drawn up in the Companys

records and signed by members of the Companys Board of Directors. -

Rio de Janeiro, June 1, 2015.

Rodrigo Beraldo

Secretary