ENEVA S.A.

IN JUDICIAL RECOVERY
CNPJ/MF (Taxpayer Registration Number): 04.423.567/0001-21
NIRE (Company Registration Number): 33.3.0028402-8
(Publicly Held Company)

MINUTES OF THE ORDINARY SHAREHOLDERSS MEETING

HELD ON APRIL 29TH, 2015

I.

DATE, TIME AND PLACE: On April 29th, 2015, at 11 a.m., at Praia do

Flamengo, n 66, 7th floor, Rio de Janeiro RJ.

II.

CALL: Call notices published in Dirio Oficial do Estado do Rio de Janeiro, on

March 30th and 31st, and April 1st, 2015 (pages 259, 150 and 35 respectively) and in
Dirio Mercantil on March 30th and 31st, and April 1st, 2015 (pages 48, 2 and 3,
respectively), in accordance with the provisions of Article 124, item II of Law
6.404/76, as amended.
III.

ATTENDANCE: Shareholders representing more than 76,4% (seventy six point

four percent) of the voting capital of ENEVA S.A. in judicial recovery (Company),
pursuant to the Shareholders Attendance Book. Once the required quorum was
confirmed, the Meeting was declared to have been legally convened.
IV.

CHAIR: In accordance with Article 25, Paragraph One of the Companys Bylaws

and with Article 128 of Law 6.404/76, the attending shareholders unanimously and
without reservations chose Mr. Alexandre Americano to act as chairman of the Meeting
who, in turn, invited Mr. Rodrigo Beraldo to carry out the duties of Secretary.
V.

AGENDA: Deliberate on: (i) verify the management accounts, examine, discuss

and vote on the financial statements related to the fiscal year ended on December
31st, 2014; (ii) approve the allocation of the results of the fiscal year ended on
December 31st, 2014; (iii) fix the number and elect the members of the Companys
Board of Directors; and (iv) establish the global annual compensation of the
Companys management.
VI.

RESOLUTIONS: The shareholders resolved to:

(i) Approve, unanimously, with abstentions duly noted, the management accounts,
the financial statements and the management report, all related to the fiscal year
ended on December 31st, 2014.

(ii) Considering the negative results of the fiscal year, at R$ 1.507.181.751,68 (one
billion, five hundred and seven million, one hundred and eighty one thousand, seven
hundred and fifty one reais and sixty eight cents), approve, unanimously, with
abstentions duly noted, the non-distribution of dividends to the shareholders.
(iii) Approve, by majority vote, with abstentions duly noted, (a) to fix the number of
members of the Board of Directors in 5 (five) members; and (b) to elect the members
of the Board of Directors of the Company mentioned below, with term in office of 2
(two) years until the next Annual Shareholders Meeting to be held on 2017:
- FABIO HIRONAKA BICUDO, Brazilian citizen, married, manager, bearer of the
identity card n 35.909.761-3, enrolled with the CPF under n 820.110.876-00,
residing and domiciled in the city of Rio de Janeiro, State of Rio de Janeiro, with office
at Praia do Flamengo, n 66, 6 th floor, CEP 22.210-903, as President of the Board of
Directors;
- MARCOS GRODETZKY, Brazilian citizen, divorced, economist, bearer of the identity
card n 3474360, issued by IFP/RJ, enrolled with CPF under o n 425.552.057-72,
residing and domiciled in the city of So Paulo, State of So Paulo, at Rua Alemanha,
732, Jardim Europa, CEP 01448-010, as Independent Member of the Board of
Directors;
- ADRIANO CARVALHDO CASTELLO BRANCO GONALVES, Brazilian citizen,
married, lawyer, bearer of the identity card n 10.331.951-3, enrolled with the
CPF/MF under n 085.158.937-54, residing and domiciled in the city of Rio de Janeiro,
State of Rio de Janeiro, with office at Praia do Flamengo, n 66, 6th floor, CEP 22.210903, as Member of the Board of Directors;
- JRGEN KILDAHL, Norwegian citizen, married, economist, bearer of the Norwegian
Passport n 25045060, domiciled at E.ON Platz 1, 40479 Dsseldorf, Germany, as
Member of the Board of Directors;
- KEITH PLOWMAN, English citizen, married, economist, bearer of the English
Passport n 801463073, domiciled at E.ON Platz 1, 40479 Dsseldorf, Germany, as
Member of the Board of Directors.
The President of the Meeting stated further that he obtained from the members of the
Board of Directors now elected the confirmation that they are able to sign, without any
exception , the statement referred to in Article 147, 4, of Law 6,404/1976.
The investiture of the members of the Board of Directors is subject to (i) signing of the
above mentioned statement, in accordance with applicable law; (ii) signing of the

official Term of Investiture; and (iii) signing of the Instrument of Consent of Managers
alluded to in the Novo Mercado of BM&FBOVESPA - Securities , Commodities and
Futures Exchange.
(iv) Approve, unanimously, with abstentions duly noted, the establishment of the
global annual compensation of the Companys Management at up to R$27,850,000.00
(twenty seven million and eight hundred and fifty thousand reais), which shall not
necessarily be fully spent, to be valid until the Companys Ordinary Shareholders
Meeting to be held in 2016, in accordance with the Management Proposal for this
Meeting.
VII. RECORDING OF THE MINUTES: The recording of these minutes in summary
form was approved, pursuant to paragraphs one and two of article 130 of Law
6,404/76, and publication of the Minutes with omission of the signatures of the
shareholders was authorized.
VIII. ENCERRAMENTO: As there was nothing further to be discussed, the Meeting
was closed after drafting of these Minutes, which were read, approved and signed by
the Secretary. Signatures: Chairman: Alexandre Americano, and Rodrigo Beraldo,
Secretary.
IX.ATTENDING SHAREHOLDERS: CENTENNIAL ASSET MINING FUND LLC (p. p.
Bernardo Daudt); CENTENNIAL ASSET BRAZILIAN EQUITY FUND LLC (p. p. Bernardo
Daudt); EIKE FUHRKEN BATISTA (p. p Bernardo Daudt); DD BRAZIL HOLDINGS
S..R.L. (p.p. Christiano Rehder); NORGES BANK; EATON VANCE TRUST CO COMMON
TRUST FUND PARAMETRIC STRUCTURED EMERGING MARKETS EQUITY COMMON
TRUST; HAND COMPOSITE EMPLOYEE BENEFIT TRUST (p.p. Rita Negra); FUNDO DE
INVESTIMENTO DE AES DINAMICA ENERGIA (p.p. Jos Joo Abdalla Filho); FUNDO
DE INVESTIMENTO JABUR AES (p.p. Marcos Eduardo Elias); NELSON BIZZACCHI
SPINELLI; SPENELLI FUNDO DE INVESTIMENTO EM AOES; SPINELLI DIVIDENDOS
FUNDO DE INVESTIMENTO EM AES; VIDA FELIZ FUNDO DE INVESTIMENTO EM
AES; CLUBE DE INVESTIMENTO OMNI II (p.p. Marcos Eduardo Elias); BANCO
FATOR S.A. (p.p. Rafael Mathias Sugai).

Rio de Janeiro, April 29th, 2015.

___________________________
Rodrigo Beraldo
Secretary

Annex: Voting statements and or disagreements.