Capitalization and

Debt Maturity Profile Extension

R$1.5 billion Capitalization and Debt Measures
Transaction Summary

Private capital increase in two steps, amounting
up to R$1.5 billion:
o Phase I
Amount: up to R$316.5 million
Price: R$1.27/share (closing price May 9, 2014)
E.ON commitment: R$120 million
o Phase II
Amount: R$1,500 million minus funds raised in
Phase I
E.ON commitment: up to R$450 million (potentially
partially by injecting Pecm II)

Sale of Pecm II
o ENEVA will dispose of 50% or 100% of Pecm II in a
structured bidding process
o In parallel to Phase I of the Capital Increase
o E.ON to backstop sale of 50% of Pecm II at a
maximum price of R$400 million
Capital Increase and Sale of Pecm II
2

HoldCo financing banks to provide short-term
HoldCo bridge of R$100 million in parallel to the
Phase I Capital Increase

Push-down of R$600-700 million to ENEVAs
operating subsidiaries/projects

5-year maturity extension of remaining HoldCo
debt, with amortization starting only in June 2017

Financing banks to issue LT financing on Pecm II
o Banks to provide additional Pecm II LT financing
amounting to R$150 million in parallel to the conclusion
of the sales process of Pecm II

ENEVA committed to reduce HoldCo cost until YE
to a sustainable level of R$80 million/year
Debt Measures & Cost Reduction
Shareholding Scenarios after Phase I Capital Increase
3
E.ON firm commitment of R$120 million
Subscription Price: R$1.27/share
Indicative Transaction Success Scenarios:
Shareholder
Shares
before
Transaction
Volume
Raised
(R$MM)
New Shares
Issued
Outstanding
Shares
E.ON 266,269,556 120.0 94,456,108 360,725,664
Eike Batista 167,735,893 - - 167,735,893
Free Float 268,519,020 196.5 154,756,490 423,275,510
Overall Volume 702,524,469 316.5 249,212,598 951,737,067
NOTE: 1) Consider potential assignment of rights by controlling shareholders and no participation by Mr. Eike Batista.
100% Subscription from E.ON/Others
R$316.5MM Raised
E.ON
37.9%
EB
17.6%
Free
Float
44.5%
100% Subscription from E.ON
+ 50% from Others
R$218.25MM Raised
E.ON
41.3%
EB
19.2%
Free
Float
39.6%
Shareholder
Shares
before
Transaction
Volume
Raised
(R$MM)
New Shares
Issued
Outstanding
Shares
E.ON 266,269,556 120.0 94,456,108 360,725,664
Eike Batista 167,735,893 - - 167,735,893
Free Float 268,519,020 98.25 77,394,285 345,913,305
Overall Volume 702,524,469 218.25 171,850,393 874,374,862
1,600
350
0
100
0 0
2014 2015 2016 2017 2018 2019
Restructuring of HoldCo Debt
4
HoldCo debt significantly reduced to less than
R$1.5 billion, resulting from R$600-700 million
push-down to subsidiaries
o R$200-300 million to Itaqui coal-fired power plant
o R$400 million to Parnaiba Complex


5-year maturity extension of remaining HoldCo
loans
o Overall maturity extended to 2019
o Grace period until June, 2017 and pro-rata amortization
afterwards


Financing banks to issue LT financing of R$150
million on Pecm II
o Banks to provide a short-term bridge of R$100 million to
be paid-off with disbursement of the Pecm II LT
financing
Debt profile after Dec, 2013 Refinancing (R$MM)
Indicative debt profile after Transaction (R$MM)
600 600
300
2014 2015 2016 2017 2018 2019
Reduction of HoldCo debt to less than R$1.5 billion and extension of maturity
Sales Process of up to 100% of Pecm II
5
In parallel to Phase I of the Capital Increase, ENEVA will
dispose of 50% or 100% of Pecm II by a structured
bidding process
o Competitive bidding process already launched
o E.ON to backstop sale of 50% of Pecm II at a maximum
price of R$400 million
o Fair market value to be confirmed by way of a valuation
report
Potential upside in amount of fresh cash raised by ENEVA
if third-party acquires Pecm II
o E.ONs commitment to subscribe up to R$450 million in
Phase II of the Capital Increase is maintained
Coal
100% ENEVAs ownership
365MW of installed capacity
Regulated market PPA from 2013 until 2027
Inflation-adjusted Fixed Revenue: R$283 million
p.y. (as of Nov, 2013)
Backstopped by E.ON for 50% in Pecm II
Pecm II Overview
Main Takeaways
6
Reduction of debt burden at HoldCo level,
with R$600 million min. debt push down to
projects
Lengthening of debt maturity
o 5-year maturity extension of remaining HoldCo
loans, with amortization starting in June 2017
Additional funding secured
o Minimum R$570 million of fresh cash guaranteed
by E.ON commitment
o Significant upside of additional take up in the
capital increases by minority shareholders
o Additional R$150 million in new financing
guaranteed on project level by HoldCo financing
banks
Adequate capital structure to allow
ENEVA to fulfill working capital and
CAPEX needs
In parallel, conclusion of:
o Ongoing plant stabilization efforts
o Implementation of cost reduction initiatives
o Pending regulatory discussions
Allow ENEVA to analyze new business
development/growth opportunities
Thank you.
www.eneva.com.br