Reference Form - 2014 ENEVA S.A.

Version: 1

Contents


1. Persons responsible for the form
Declaration and identification of the persons responsible for the form

2. Independent Auditors
2.1/2.2 - Identification and remuneration of Auditors
2.3 Other relevant information

3. Selected financial information
3.1 - Financial information
3.2 Non-accounting measures
3.3 - Events subsequent to the latest financial statements
3.4 - Income allocation policy
3.5 - Distribution of dividends and retained earnings
3.6 - Declaration of dividends to retained earnings account or reserves
3.7 - Indebtedness level
3.8 - Obligations by nature and maturity term
3.9 - Other relevant information

4. Risk factors
4.1- Description of risk factors
4.2 - Comments on expectations of changes in exposure to risk factors
4.3 Non-confidential and relevant legal, administrative or arbitration proceedings
4.4 Non-confidential legal, administrative or arbitration proceedings the opposing parties to
which are managers, former managers, controlling shareholders, former controlling shareholders
or investors
4.5 - Relevant confidential proceedings
4.6 - Repetitive or related non-confidential legal, administrative or arbitration proceedings that are
collectively relevant
4.7 - Other relevant contingencies
4.8 - Regulations in the country of origin and in the country where the securities are held in
custody

5. Market risk
5.1 - Description of key market risks
5.2 - Description of the market risk management policy
5.3 - Significant changes in key market risks
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5.4 - Other relevant information

6. Issuer history
6.1 / 6.2 / 6.4 Incorporation, term of duration and date of registration with the CVM
6.3 - Brief history
6.5 - Major corporate events relating to its issuer, subsidiaries or affiliates
6.6 - Information of filing for bankruptcy on the basis of relevant amount or judicial or extrajudicial
reorganization
6.7 - Other relevant information

7. Issuer activities
7.1 - Description of the activities of the issuer and its subsidiaries
7.2 - Information on operating segments
7.3 - Information on products and services related to operating segments
7.4 - Clients accounting for more than 10% of total net revenue
7.5 - Relevant effects of state regulations on activities
7.6 - Relevant foreign revenue
7.7 - Effects of foreign regulations on activities
7.8 - Relevant long-term relationships
7.9 - Other relevant information

8. Economic group
8.1 - Description of economic group
8.2 - Organizational chart of economic group
8.3 - Restructuring transactions
8.4 - Other relevant information

9. Relevant assets
9.1 - Relevant non-current assets - other
9.1 Relevant non-current assets / 9.1.a Fixed assets
9.1 - Relevant non-current assets / 9.1.b Patents, trademarks, licenses, concessions, franchises
and technology transfer agreements
9.1 - Relevant non-current assets / 9.1.c - Equity interests
9.2 - Other relevant information

10. Managements comments
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10.1 - General financial and equity conditions
10.2 - Operating and financial result
10.3 - Events with actual and expected relevant effects on the financial statements
10.4 - Significant changes in accounting practices - Qualifications and emphases in the auditors
report
10.5 - Critical accounting policies
10.6 - Internal controls related to the preparation of financial statements Level of efficiency and
deficiency and recommendations included in the auditors report
10.7 - Use of proceeds from public offerings and deviations
10.8 - Relevant off-balance sheet items
10.9 - Comments on relevant off-balance sheet items
10.10 - Business plan
10.11 - Other factors with significant influence

11. Forecasts
11.1 - Disclosed forecasts and assumptions
11.2 - Monitoring and changes of forecasts disclosed

12. Meeting and management
12.1 - Description of administrative structure
12.2 - Rules, policies and practices relating to general meetings
12.3 - Dates and newspapers for publication of information required by Law No. 6.404/76
12.4 - Rules, policies and practices relating to the board of directors
12.5 - Description of arbitration clause for resolution of conflicts
12.6 / 8 - Composition and professional experience of management and fiscal council
12.7 - Composition of the statutory committees and the audit, finance and compensation
committees
12.9 - Existing marital relationship, common-law marriage, or family relationship up to 2nd degree
relating to managers of the issuer, subsidiaries and controlling shareholders.
12.10 - Relationships of subordination, rendering of services or control between managers and
subsidiaries, controlling shareholders and other:
12.11 - Agreements, including insurance policies, for payment or reimbursement of expenses
incurred by management
12.12 - Other relevant information

13. Management compensation
13.1 - Description of compensation policy or practice, including non-statutory board
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13.2 - Total compensation of the board of directors, statutory board and fiscal council
13.3 - Variable compensation of the board of directors, statutory board and fiscal council
13.4 - Share-based compensation plan for the board of directors and statutory board
13.5 - Interests in shares and other convertible securities, held by management and members of
the fiscal council
13.6 - Share-based compensation for the board of directors and statutory board
13.7 - Information on outstanding options held by the board of directors and the statutory board
13.8 - Options exercised and shares delivered in connection to share-based compensation of the
board of directors and statutory board
13.9 - Information required to understand figures disclosed in items 13.6 to 13.8 - pricing method
for shares and options
13.10 - Information on pension plans provided to members of the board of directors and statutory
officers
13.11 Maximum, minimum and average compensation of the board of directors, statutory board
and fiscal council
13.12 - Compensation and indemnification mechanisms for management in the event of removal
from office or retirement
13.13 - Percentage of total compensation held by management and members of the fiscal council
who are parties related to the controlling shareholders
13.14 - Compensation of management and members of the fiscal council, grouped by body,
received for any reason other than the office they hold
13.15 - Compensation of management and members of the fiscal council recognized in income of
controlling shareholders, whether direct or indirect, companies under common control and
subsidiaries of the issuer
13.16 - Other relevant information

14. Human resources
14.1 - Description of human resources
14.2 - Relevant changes - human resources
14.3 - Description of employee compensation policy
14.4 - Description of relationship between issuer and unions

15. Control
15.1 / 15.2 - Shareholder structure
15.3 - Capital distribution
15.4 Shareholders organizational chart
15.5 - Shareholders agreement filed at issuers head office or to which the controlling shareholder
is a party
15.6 - Relevant changes in equity interests held by members of the controlling group and by the
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issuers management
15.7 - Other relevant information

16. Transactions with related parties
16.1 - Description of issuers rules, policies and practices regarding transactions with related
parties
16.2 - Information on transactions with related parties
16.3 - Identification of measures taken to address conflicts of interest and statement of the strictly
commutative nature of the conditions agreed or proper compensatory payment

17. Capital stock
17.1 - Information on capital stock
17.2 - Capital Increases
17.3 - Information on stock splits, reverse stock splits and stock dividends
17.4 - Information on capital stock decrease
17.5 - Other relevant information

18. Securities
18.1- Rights of shares
18.2 - Description of any statutory rules limiting the voting rights of significant shareholders or
requiring them to hold a public offering
18.3 - Description of exceptions and suspensive clauses relating to equity or political rights set
forth in the by-laws
18.4 Trading volume and highest and lowest price quotes for securities traded
18.5 - Description of other securities issued
18.6 - Brazilian markets where securities are admitted for trading
18.7 - Information about class and type of securities admitted for trading on foreign markets
18.8 - Public offerings for distribution held by issuer or third parties, including controlling
shareholders and subsidiaries and affiliates, regarding securities of the issuer
18.9 - Description of public offerings for acquisition held by the issuer in respect of shares issued
by third parties
18.10 - Other relevant information

19. Repurchase plans/Treasury
19.1 - Information on repurchase of shares of the issuer
19.2 - Variation in treasury shares
19.3 - Information on treasury securities as of the closing date of the past fiscal year
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19.4 - Other relevant information

20. Trading policy
20.1 - Information on securities trading policy
20.2 - Other relevant information

21. Disclosure policy
21.1 - Description of internal rules, regulations and procedures for disclosing information
21.2 - Description of the policy for disclosing relevant act or fact and of procedures for maintaining
secrecy about relevant information not disclosed
21.3 - Managers in charge of implementing, maintaining, assessing and inspecting the information
disclosure policy
21.4 - Other relevant information

22. Special events
22.1 - Acquisition or disposal of any relevant asset that does not fit as issuers normal business
operations
22.2 - Significant changes in the issuers form of conducting business
22.3 - Relevant agreements entered into by issuer and its subsidiaries, which do not directly relate
to their operating activities
22.4 - Other relevant information


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1.1 - Declaration and identification of the persons responsible for the form

Name of the person responsible for the
content of the form
Fabio Hironaka Bicudo
Position of the responsible person: Chief Executive Officer/Investor Relations
Director

The above-identified officer declares that:
a. He reviewed the reference form;
b. all information provided in the form complies with the provisions of CVM Instruction No. 480,
particularly articles. 14 to 19; and
c. the information provided herein is a true, accurate, and complete overview of the economic and
financial condition of the issuer, the risks inherent to its business and the securities issued by it.
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2.1/2.2 - Identification and remuneration of Auditors
Does the Company have an Auditor?

YES
CVM Code 418-9
Type of Auditor Domestic
Name/Corporate Name KPMG Auditores Independentes
CPF/CNPJ (Individual Taxpayer
Registration/Corporate Tax Number)
57.755.217/0003-90
Period of service 08/15/2007 a 03/21/2012
Description of the contracted services Independent audit services in relation to the Companys financial statements corresponding to the fiscal year ended on December 31,
2011.
Total amount of the independent auditors
remuneration itemized by service
As per the instructions contained in OFCIO-CIRCULAR/CVM/SEP/N
o
. 01/2014, the total compensation of the independent auditors
shall be given only in relation to the latest fiscal year.
Justification for replacement Compliance with the mandatory rotation of independent auditors, pursuant to CVM Instruction 308/99.
Justification presented by the auditor, in the event
of disagreement with the issuers justification
Not applicable, since the independent auditor did not disagree with the justification.
Name of the responsible accountant
Period of service CPF(Individual
Taxpayer
Registration) Address
Manuel Fernandes Rodrigues de Sousa From August 15, 2007 to August
14, 2011
783.840.017-15 Avenida Almirante Barroso 52, 4th floor, Centro, Rio de Janeiro, RJ, Brazil, Zip Code 20031-
000,
Phone (21) 35159400, Fax (21) 35159000, e-mail: [email protected]
Vnia Andrade de Souza From August 15, 2008 to March
21, 2012
671.396.717-53 Avenida Almirante Barroso 52, 4th floor, Centro, Rio de Janeiro, RJ, Brazil, Zip Code 20031-
000,
Phone (21) 35159400, Fax (21) 35159000, e-mail: [email protected]


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Does the Company have an Auditor?

YES
CVM Code 471-5
Type of Auditor Domestic
Name/Corporate Name Ernst & Young Terco Auditores Independentes S.S.
CPF/CNPJ (Individual Taxpayer
Registration/Corporate Tax Number)
61.366.936/0001-25
Period of service 03/22/2012 at 08/15/2013
Description of the contracted services Independent audit services and review of the Companys individual and consolidated financial statements pertaining to the fiscal year
ended on December 31, 2012, including a review of the quarterly information from March 31, 2013 to June 30, 2013.
Total amount of the independent auditors
remuneration itemized by service
As per the instructions contained in OFCIO-CIRCULAR/CVM/SEP/N
o
. 01/2014, the total compensation of the independent auditors
shall be given only in relation to the latest fiscal year.
Justification for replacement The replacement of Ernst & Young Terco Auditores Independentes SS with PricewaterhouseCoopers Auditores Independentes is
intended to comply with the guidelines set by the Companys Controlling Shareholder, in relation to the optimization of the audit
processes of the controlling company and its subsidiaries and affiliates, which started to share the same independent auditor.
Justification presented by the auditor, in the event
of disagreement with the issuers justification
Not applicable, since the independent auditor did not disagree with the justification.
Name of the responsible accountant Period of service CPF Address
Roberto Cesar Andrade dos Santos From March 22, 2012 to August
15, 2013
077.932.347-58 Praia de Botafogo, n 370, 8 andar,
District: Botafogo Zip Code 22.250-040, Rio de Janeiro/RJ
E-mail: [email protected]
Tel.: (21) 3263-7233
Fax: (21) 3262-7004







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Does the Company have an Auditor?

YES
CVM Code
00287-9
Type of Auditor Domestic
Name/Corporate Name PriceWaterHouseCoopers Auditores Independentes
CPF/CNPJ (Individual Taxpayer
Registration/Corporate Tax Number)
61.562.112/0001-20
Period of service 10/21/2013 until the date hereof
Description of the contracted services Independent audit services in relation to the Companys financial statements corresponding to the fiscal year ended on December 31,
2013, including a special review of the quarterly information, as from September 30, 2013. No other services were provided during the
period, in addition to the independent audit of the financial information referred to above.
Total amount of the independent auditors
remuneration itemized by service
Amounts estimated at R$574,000.00
Justification for replacement Not applicable, since the independent auditor was not replaced.
Justification presented by the auditor, in the event
of disagreement with the issuers justification
Not applicable, since the independent auditor did not disagree with the justification.
Name of the responsible accountant Period of service CPF Address
Guilherme Naves Valle October 21, 2013 until the
date hereof
541.991.586-34 Rua Jos Silva de Azevedo Neto, 200, 1 e 2, Torre Evolution IV, Barra da
Tijuca- Rio de Janeiro, RJ, Brazil, Zip Code 22.775-056, Telefone (21) 3232-
6112, Fax (11) 3232-6113, E-mail: [email protected]


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2.3 - Other relevant information
All relevant information and appropriate to this issue were disclosed in the above items.

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3.1 - Financial Information - Consolidated

(Reais) Fiscal year (12/31/2013) Fiscal year (12/31/2012) Fiscal year (12/31/2011)
Shareholders equity 2,573,873,000.00 2,701,139,000.00 1,370,075,000.00
Total assets 9,689,212,000.00 8,039,596,000.00 7,953,680,000.00
Net Revenue/Fin. Interm.
Revenue/Insurance premium earned 1,438,831,000.00 48,786,000.00 168,279,000.00
Gross Income -68,216,000.00 -2,163,000.00 4,501,000.00
Net income -944,421,000.00 -434,454,000.00 -401,862,000.00
Number of shares, excl. treasury shares
(Units) 702,524,469 578,241,732 136,720,840
Equity Value per Share (in Reais per Unit) 3.663749 4.671297 10.020967
Net Earnings per Share (in Reais per Share) -1.344325 -0.751336 -2.939289
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3.2 - Non-accounting measurements

a) Non-accounting measurements
EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is a non-accounting
measurement prepared by the Company in consonance with CVM Instruction n
o
. 527, dated
October 4, 2012 (CVM Instruction 527), reconciled with our financial statements, consisting of net
income (losses) before net financial income, income tax and social contribution on income and
depreciations and amortizations.
EBITDA is not a measurement acknowledged by the Accounting Practices Adopted in Brazil, nor
by the International Financial Reporting Standards (IFRS), enacted by the International Accounting
Standard Board (IASB), nor does it represent the cash flow for the period submitted, and it should
not be considered as an alternative to net income, an indicator of operating performance, an
alternative to cash flows or an indicator of the Companys liquidity. Id does not have a standard
meaning and may not be comparable to a similar instrument provided by other companies.
b) reconciliations between amounts disclosed and amounts included in the audited
financial statements

(R$ thousands) 2013 2012 1T13
Income before Income and Social Contribution Taxes (933,269) (549,090) (317,868)
(+) Equity Pickup (153,012) (34,235) (83,490)
(+) Other Revenues/ Expenses (38,684) (418) (1,011)
(+) Net Financial Income (506,096) (127,540) (77,827)
(+) Depreciation and Amortization (Expenses) (3,125) (3,976) (638)
(+) Depreciation and Amortization (Costs) (143,415) (8,945) (17,257)
EBITDA (88,937) (373,976) (137,645)

c) reason for choosing such indicator as the most suitable for the correct understanding of
financial condition and results of operations
We use EBITDA as a management indicator (not accounting), for we believe that it is a practical
measure to assess our operational performance, making it easier to compare the current structure
of the Company with that along the years, which corresponds to financial indicators used to
appraise a companys results without any influence from its capital structure, tax effects, non-
recurrent items and other impacts with no direct effects on the Companys cash flow.
We believe that EBITDA is an additional information to our financial statements, but it is not an
accounting measurement according to the accounting practices adopted in Brazil and the IFRS,
and must not be used as a basis for the distribution of dividends or as a replacement for the net
profits and operational cash flow, as an operational performance indicator or as an indicator of
liquidity.
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Due to the fact that financial expenses and revenues, Legal Entity Income Tax (IRPJ) and Social
Contribution on Net Profits (CSLL), depreciation and amortization are not taken into account for
its calculation, EBITDA works as an indicator of our general economic performance, which is not
affected by fluctuations in the interest rates, changes to the IRPJ and CSLL tax loads or changes
to the levels of depreciation and amortization.
Consequently, we believe that EBITDA enables a better understanding not only of our financial
performance, but also of our capacity to comply with our liabilities and to obtain funds for our
activities.

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3.3 - Subsequent events to the latest financial statements

On January 24, 2014, the 15
th
Lower Federal Court of the Federal District granted an injunction to
power plants Pecm I and Itaqui, suspending the payments due to unavailability charges
measured on an hourly basis.
Fabio H. Bicudo was elected as ENEVAs new CEO and was invested in his position on February
17, 2014.
On February 18, 2014, power plant Parnaba III as authorized by ANEEL (Brazilian Electric Power
Agency) to begin the commercial operation of its second generation unit (7MW), thus reaching
176MW of installed capacity.
On February 19, 2014, a capital increase of R$ 250 million at Parnaba Gs Natural S.A., an
affiliate of ENEVAs, was completed.
In March 20, 2014, the Company informed the market that the beginning of the commercial
operations of thermal power station Parnaba II ("Parnaba II") shall be postponed to the second
semester of 2014. The Company made a partial hedge of its exposure to the short-term market
and is currently assessing all aspects of the project, so as to speed up the schedule of
implementation of the power station. In addition, ENEVA is searching for regulatory measures that
allow it to mitigate the impacts of the postponement of the beginning of the operations in Parnaba
II.
In parallel, the Company is analyzing alternatives to strengthen its capital structure, including the
potential sale of assets and/or a capital increase. Until the date hereof, ENEVA has not received
any binding offers or signed documents related to such alternatives, in line with the processes in
course.

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3.4 - Income allocation policy
2013 2012 2011
Rules on retained
earnings
The Companys Bylaws provide that the remaining
balance of the net income for the year shall be
allocated as follows: (i) Five percent (5%) to the
establishment of a legal reserve, up to the limit provided
for by law; (ii) Establishment of a reserve for
contingencies, as proposed by the management
bodies; (iii) Payment of mandatory minimum annual
dividend to shareholders; (iv) Retention based on the
capital budget approved in advance by the
administration bodies, and (v) Establishment of a
statutory reserve for the purpose of funding the
development, growth and expansion of the Companys
business, which shall not exceed the amount equivalent
to 100% of the share capital of the Company.
The Companys Bylaws provide that the remaining
balance of the net income for the year shall be
allocated as follows: (i) Five percent (5%) to the
establishment of a legal reserve, up to the limit provided
for by law; (ii) Establishment of a reserve for
contingencies, as proposed by the management
bodies; (iii) Payment of mandatory minimum annual
dividend to shareholders; (iv) Retention based on the
capital budget approved in advance by the
administration bodies, and (v) Establishment of a
statutory reserve for the purpose of funding the
development, growth and expansion of the Companys
business, which shall not exceed the amount equivalent
to 100% of the share capital of the Company.
The Companys Bylaws provide that the remaining
balance of the net income for the year shall be
allocated as follows: (i) Five percent (5%) to the
establishment of a legal reserve, up to the limit provided
for by law; (ii) Establishment of a reserve for
contingencies, as proposed by the management
bodies; (iii) Payment of mandatory minimum annual
dividend to shareholders; (iv) Retention based on the
capital budget approved in advance by the
administration bodies, and (v) Establishment of a
statutory reserve for the purpose of funding the
development, growth and expansion of the Companys
business, which shall not exceed the amount equivalent
to 100% of the share capital of the Company.
Retained earnings
amounts
In the fiscal year ended December 31, 2013 no
retention was made as the Company reported losses.
In the fiscal year ended December 31, 2012 no
retention was made as the Company reported losses.
In the fiscal year ended December 31, 2011 no
retention was made as the Company reported losses.
Rules on dividend
distribution
The Companys Bylaws ensures to shareholders the
right to receive a mandatory annual dividend of not less
than twenty five percent (25%) of the net income for the
year, minus or plus the following amounts: (i) amount
allocated to the establishment of a legal reserve; and
(ii) amount allocated to the establishment of reserves
for contingencies and reversals of those established in
previous years; (iii) payment of annual minimum
mandatory dividend to shareholders; (iv) amount
intended for creating the unrealized profit reserve,
should the mandatory dividend amount exceed the
realized portion of income for the year. The company
may maintain the statutory profit reserve named
Investment Reserve, the purpose of which will be to
finance expansion of activities of the Company and/or
subsidiaries and affiliates. This reserve may be created
out of up to one hundred per cent (100%) of net income
remaining after legal and statutory deductions and its
balance, added to the balance of the other profit
The Companys Bylaws ensures to shareholders the
right to receive a mandatory annual dividend of not less
than twenty five percent (25%) of the net income for the
year, minus or plus the following amounts: (i) amount
allocated to the establishment of a legal reserve; and
(ii) amount allocated to the establishment of reserves
for contingencies and reversals of those established in
previous years; (iii) payment of annual minimum
mandatory dividend to shareholders; (iv) amount
intended for creating the unrealized profit reserve,
should the mandatory dividend amount exceed the
realized portion of income for the year. The company
may maintain the statutory profit reserve named
Investment Reserve, the purpose of which will be to
finance expansion of activities of the Company and/or
subsidiaries and affiliates. This reserve may be created
out of up to one hundred per cent (100%) of net income
remaining after legal and statutory deductions and its
balance, added to the balance of the other profit
The Companys Bylaws ensures to shareholders the
right to receive a mandatory annual dividend of not less
than twenty five percent (25%) of the net income for the
year, minus or plus the following amounts: (i) amount
allocated to the establishment of a legal reserve; and
(ii) amount allocated to the establishment of reserves
for contingencies and reversals of those established in
previous years; (iii) payment of annual minimum
mandatory dividend to shareholders; (iv) amount
intended for creating the unrealized profit reserve,
should the mandatory dividend amount exceed the
realized portion of income for the year. The company
may maintain the statutory profit reserve named
Investment Reserve, the purpose of which will be to
finance expansion of activities of the Company and/or
subsidiaries and affiliates. This reserve may be created
out of up to one hundred per cent (100%) of net income
remaining after legal and statutory deductions and its
balance, added to the balance of the other profit
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2013 2012 2011
reserves, except for unrealized profit reserve and
reserve for contingencies, may not exceed one hundred
percent (100%) of the Companys paid in capital stock.
In the fiscal year ended December 31, 2013 no
distribution of dividend was made as the Company
reported losses.
reserves, except for unrealized profit reserve and
reserve for contingencies, may not exceed one hundred
percent (100%) of the Companys paid in capital stock.
In the fiscal year ended December 31, 2012 no
distribution of dividend was made as the Company
reported losses.
reserves, except for unrealized profit reserve and
reserve for contingencies, may not exceed one hundred
percent (100%) of the Companys paid in capital stock.
In the fiscal year ended December 31, 2011 no
distribution of dividend was made as the Company
reported losses.
Frequency of
dividend distributions
The dividend distribution policy is subject to the
provisions of the Brazilian Corporation Law, i.e., annual
distribution, and the Company may, by resolution of the
Board of Directors, draw up a half-yearly balance sheet
and declare dividends to the income account
ascertained thereon. Moreover, the Board of Directors
may declare interim dividends to retained profits or
profit reserves accounts reported in the latest annual or
half-yearly balance sheet.
The dividend distribution policy is subject to the
provisions of the Brazilian Corporation Law, i.e., annual
distribution, and the Company may, by resolution of the
Board of Directors, draw up a half-yearly balance sheet
and declare dividends to the income account
ascertained thereon. Moreover, the Board of Directors
may declare interim dividends to retained profits or
profit reserves accounts reported in the latest annual or
half-yearly balance sheet.
The dividend distribution policy is subject to the
provisions of the Brazilian Corporation Law, i.e., annual
distribution, and the Company may, by resolution of the
Board of Directors, draw up a half-yearly balance sheet
and declare dividends to the income account
ascertained thereon. Moreover, the Board of Directors
may declare interim dividends to retained profits or
profit reserves accounts reported in the latest annual or
half-yearly balance sheet.
Restrictions on
dividends distribution
The Brazilian Corporation Law allows the Company to
suspend distribution of mandatory dividend if the Board
of Directors declares to the General Meeting that the
distribution is inconsistent with its financial condition.
The Fiscal Council, if established, shall issue its opinion
on the Board of Directors proposal. In addition, the
Board of Directors shall submit within five days of the
General Meeting to the Securities and Exchange
Commission a justification for suspending the dividend
distribution. Profits retained due to a suspension as
above mentioned shall be allocated to a special reserve
and, if they are not absorbed by subsequent losses,
shall be paid as dividends, as soon as the financial
condition of the company so allows.
The Brazilian Corporation Law allows the Company to
suspend distribution of mandatory dividend if the Board
of Directors declares to the General Meeting that the
distribution is inconsistent with its financial condition.
The Fiscal Council, if established, shall issue its opinion
on the Board of Directors proposal. In addition, the
Board of Directors shall submit within five days of the
General Meeting to the Securities and Exchange
Commission a justification for suspending the dividend
distribution. Profits retained due to a suspension as
above mentioned shall be allocated to a special reserve
and, if they are not absorbed by subsequent losses,
shall be paid as dividends, as soon as the financial
condition of the company so allows.
The Brazilian Corporation Law allows the Company to
suspend distribution of mandatory dividend if the Board
of Directors declares to the General Meeting that the
distribution is inconsistent with its financial condition.
The Fiscal Council, if established, shall issue its opinion
on the Board of Directors proposal. In addition, the
Board of Directors shall submit within five days of the
General Meeting to the Securities and Exchange
Commission a justification for suspending the dividend
distribution. Profits retained due to a suspension as
above mentioned shall be allocated to a special reserve
and, if they are not absorbed by subsequent losses,
shall be paid as dividends, as soon as the financial
condition of the company so allows.

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3.5 - Distribution of dividends and net earnings retained
(Reais) Fiscal year ended December 31,
2013
Fiscal year ended December 31,
2012
Fiscal year ended December 31,
2011
Adjusted net income (loss) -942,455,000.00 -435,202,000.00 -401,862,000.00
Dividend distributed in relation to adjusted net income (%) 0.000000 0.000000 0.000000
Rate of return in relation to the shareholders equity of issuer (%) 0.000000 0.000000 0.000000
Total distributed dividend 0.00 0.00 0.00
Net earnings retained 0.00 0.00 0.00
Approval date of the retention

In the fiscal years ended on December 31, 2011, 2012 and 2013 we did not distribute any dividends, nor did we withhold net earnings.
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3.6 - Declaration of dividends to retained earnings account or reserves
In the latest three fiscal years, the Company declared no dividends or interest on net equity
credited as dividends which have been allocated to retained earnings account or reserves
established in previous fiscal years, as the Company reported losses in the latest three fiscal
years.

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3.7 - Level of indebtedness


Fiscal Year Total debt amount, of any nature Type of Contents

Indebtedness
Contents
Description and reason for the use of other
Contents
12/31/2013 6,210,520,000.00 Indebtedness contents 64.10%


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3.8 - Obligations by nature and maturity term



Fiscal year (12/31/2013)
Type of Debt Less than a year One to three years Three to five years More than five years Total
Collateral 480,432,000.00 277,304,000.00 0.00 3,125,592,000.00 3,883,328,000.00
Floating guarantee 0.00 0.00 0.00 0.00 0.00
Unsecured 1,595,028,000.00 615,014,000.00 117,150,000.00 0.00 2,327,192,000.00
Total 2,075,460,000.00 892,318,000.00 117,150,000.00 3,125,592,000.00 6,210,520,000.00
Note: The informations provided in this item refers to the consolidated financial statements of the Company.


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3.9 - Other relevant information

The Company has adopted, as of January 1, 2013, IFRS 10 and IFRS 11 to prepare its Financial
Statements pertaining to the fiscal year ended on December 31, 2013, the accounting policy of
which is as follows:

IFRS 10 establishes a single control model that applies to all entities, including special
purpose entities. The changes introduced by IFRS 10 require that Management exercises
significant judgment to determine which entities are controlled and are hence required to
be consolidated by a controlling company, comparative to the requirements that were part
of IAS 27.

IFRS 11 eliminates the option of accounting for jointly-controlled companies (ECC) based
on proportional consolidation. Instead, the ECCs which fit the definition of joint venture are
recorded based on the equity method.


The adoption of IFRS 10 and IFRS 11 was performed retroactively for the financial information of
the fiscal year ended on December 31, 2012.

In compliance with IFRS 11, investments in the jointly controlled companies: Porto do Pecm
Gerao de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte
Areo Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e
Administrao de Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao
de Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., A II Gerao de
Energia S.A. and ENEVA Participaes S.A. are valued at the equity method in the individual and
consolidated quarterly information for the fiscal years ended on December 31, 2013 and 2012.

The financial information for the fiscal year ended December 31, 2011 shown in this Reference
Form was prepared and is presented in accordance with the accounting practices in force at the
time of the drafting hereof, unless otherwise indicated. Thus, the financial information for fiscal
years ended on December 31, 2013 and 2012 is not comparable to the other financial statements
contained in this Reference Form.

As of January 1, 2013, the Company adopted new accounting rules aiming to comply with
international accounting standards. As a result of the change in accounting practices, the
Company no longer consolidates in its financial information the investees over which the Company
individually does not have controlling power, namely Porto do Pecm Gerao de Energia S.A.,
Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte Areo Ltda., Pecm
Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e Administrao de
Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao de Energia Ltda.,
Parnaba Participaes S.A., UTE Porto do A Energia S.A., A II Gerao de Energia S.A. and
ENEVA Participaes S.A.
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In addition, the Company now recognizes income for the abovementioned companies by the
equity method. Thus, the Companys equity pick-up account has become more relevant for the
Companys overall income, which would not occur under the previous accounting practices.

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4.1 - Description of risk factors
(a) Company related risks
The Company may be unable to obtain all licenses and permits required to implement and
operate the projects.
The Company holds or has applied for licenses and permits, or the renovation thereof, as the case
may be, to perform its activities, so that its projects can comply with rules, terms and conditions
established by the regulatory agencies in Brazil. The Company must obtain various licenses and
permits from different national and international government agencies and bodies, including
government agencies and authorities with jurisdiction over the environment, such as, for example,
Brazilian Environmental Protection Agency (Instituto Brasileiro de Meio Ambiente dos Recursos
Naturais Renovveis, or IBAMA) and other Brazilian and Chilean government agencies. In
addition, several of the contracts the Company has signed, in relation to future operations, also
require it to obtain such licenses and permits.
However, we are unable to provide assurance as to whether or when the Company will be able to
obtain all licenses and permits required to build and operate the plants planned in our project
portfolio. The failure to obtain licenses, concessions or permits required for our operations, or their
being obtained and subsequently challenged, could materially and adversely affect our business,
financial condition and results from operations.
We may fail to reach results or forecasts, or may not fully implement our business strategy.
Certain information and conclusions included in this Reference Form were based on estimates
prepared by the Companys management, as assumptions concerning funds we may have in the
future, and in relation to investment and operating costs. Additionally, the Company may be unable
to fully implement its business strategy due to inability to complete its current and future projects
without delays or incurring additional costs; grow while maintaining financial discipline; manage its
customer portfolio efficiently; obtain additional funding as expected; or maintain desired levels of
operational efficiency. The Companys actual productivity, investments, operating costs and
business strategy may turn out to be substantially less favorable than estimated. The forecasts
contained in this Reference Form may not, in any circumstances, be regarded as statements,
assurances or predictions that the Company will or may reach any specific results in the future.
The Company cannot provide assurance that its future results will not be materially different from
those included in this Reference Form. Consequently, current or potential investors may lose part
or all of their investments in its shares in as far as projections and conclusions stated in this
Reference Form fail to materialize.
The construction, expansion and operation of plants, of the blocks in the Paranaba Basin
and the Seival Mine involve significant risks, including those related to logistic
infrastructure, which may lead to loss of revenues, increased expenses, or any other
adverse effect on our financial condition.
The construction, maintenance, expansion and operation of facilities and equipment used to
generate electricity involve a number of risks, including:
being unable to obtain governmental permits and licenses;
equipment items not being available;
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distribution and / or transmission systems not being available;
fuel supplies being cut off or hydrological and meteorological interference;
stoppage of work, strikes or other labor disputes;
social unrest;
unexpected engineering and environmental problems
delays affecting construction and operation, or costs exceeding those stipulated;
work being halted, including in the port through which we import our coal for certain
projects;
high capital investment requirements;
adequate funding not being available; and
volatile fuel prices.
The construction, maintenance, expansion and operation of natural gas blocks and coalmines
involve a number of risks, including:
geological risks
being unable to obtain governmental permits and licenses;
equipment items not being available;
hydrological and meteorological interference;
stoppage of work, strikes or other labor disputes;
social unrest;
unexpected engineering and environmental problems
delays affecting construction and operation, or costs exceeding those stipulated;
high capital investment requirements;
adequate funding not being available; and
volatile natural gas and coal prices.
Additionally, operation of the plants, natural gas blocks and coal mines depend on infrastructure
and logistics for the conduct of our business during the construction and operation stages of our
projects, which are subject to failures, delays and interruptions that may adversely affect such
operations. We have not taken out insurance for some of the above risks, and even for risks
covered, insurance may be insufficient.
Any of these events or other problems could adversely affect the Companys and its partners
ability to generate electricity and/or produce coal and/or natural gas in amounts consistent with our
projections and obligations to our customers, which could have a material adverse effect on the
Companys financial situation and operating results, and on our shares market prices.
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Changes in current or future subsidies may have material adverse effects on the
Companys results.
Certain tax benefits (deferral, exemption or other) that would benefit the Company may not be
applied by the States in which the Companys projects are located. In the case of these tax
benefits not being granted, the Companys economic-financial estimates may not materialize, and
there may be a need for unplanned expenditures that may adversely affect its business, operating,
and financial results.
Construction delays or cost overruns could increase expenses required for to build power
plants, exploit natural gas blocks and implement the Companys coalmine, as well as result
in revenue losses and imposition of administrative and contractual penalties.
Delays affecting our construction deadlines or cost overruns may lead to increases in the
expenses forecast to build plants, exploit natural gas blocks, and operate the Companys
coalmine. Additionally, delays in completing these projects may lead to initial cash flows being
delayed, which could lead to higher cash requirements. We may also incur project development
and construction costs exceeding original estimates due to interest rate hikes in the period or
higher costs of materials, labor, or other costs. Furthermore, the Company may be unable to get
projects built in time or within budget due to a range of other factors, including, but not limited to,
materials, equipment, technical capacity or labor being in short supply or not being available;
adverse weather conditions; natural disasters; labor disputes; unforeseen engineering or
geological or environmental problems affecting projects; disputes with contractors and
subcontractors; delays in granting licenses, permits or authorizations from the competent
authorities; and other issues and circumstances that may involve increased costs of developing
and operating plants.
Especially for those power plants that entered into electricity purchase and sale agreements on the
regulated market, delays in power plant construction and commercial operation may result in
losses of fixed revenue as established in such agreements and in the penalties set forth therein,
which can vary from a fine and agreement termination to the penalties provided for in regulations
by the National Electricity Agency (ANEEL) for non-compliance with the schedule of grants (such
penalties may range from fines - limited to 1% of the estimated amount of energy output during the
12 months before the notice of infraction is issued - to authorization cancellation, in severe cases).
Moreover, in the event of delays leading to non-fulfillment of the relevant energy agreements, we
may have to purchase energy by executing short-term energy agreements with third parties in,
which usually represents greater costs and may compromise our financial profitability and the
quality of the services provided to consumers.
Currently, power plant Parnaba II is in commercial operation and at the beginning of the
compliance with the late contracts, and others have started their commercial operations with a
delay and, consequently, may suffer loss of revenue and be imposed the penalties described
above. Any of these factors could have an adverse effect on our financial results and business
plans.
Delay in the schedule for construction and coming on stream of any of the Plants could also result
in execution of the performance guarantee.
Estimates on volume and quality of the natural gas reserves in the blocks in Parnaba Basin
and Seival Mine may be overestimated.
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The natural gas blocks and coal mine reserves described in this Reference Form are estimates
based on evaluation methods used in the corresponding sectors and in assumptions related to the
production and market prices of natural gas and coal. There are many uncertainties inherent to
estimating the quantity of reserves and to forecasting potential future indices for the production of
natural gas and coal, including several factors beyond the Companys control. Mineral resources
engineering involves estimating mineral deposits that cannot be determined precisely and the
accuracy of any reserves estimates is a function of the quality of data available, as well as of
geological and engineering evaluation and interpretation. Consequently, the Company cannot
guarantee to the investors that the natural gas and coal reserves described in this Reference Form
will be recovered or that they will be recovered at the expected rates. The Company may need to
review the useful life of the coal mine and of the natural gas blocks based on their actual
production and on other factors. For example, fluctuations in the market prices of natural gas and
coal, reduction of the reserves recovery rates, higher income or increase in operating and capital
costs due to inflation, exchange rates, or other factors may make mining or exploring determined
reserves expensive and may result in re-allocating the Companys reserves. The Company might
be significantly and adversely affected if the number of its reserves referring to the blocks of
natural gas and coal is lower than estimated, especially if it has to purchase natural gas and coal
from third parties or develop mines in farther locations from the plants.
We may not be capable of generating all the energy we agreed to deliver by contract, which
may have an adverse effect on us.
In our electrical energy purchase and sales agreements, we undertake to generate and deliver
certain amounts of electrical energy. If we are not capable of or if we are prevented from
generating electrical energy in a sufficient amount to meet our obligations, we may have a
reduction in our estimated revenue, which may adversely affect our cash flow and results of
operation. Additionally, we may be obliged to acquire energy by entering short-term energy
agreements, which are usually more burdensome, to meet our obligations, which may compromise
our financial profitability and the quality of our services to consumers.
The natural gas blocks in the Parnaba basin and the Seival mine may not reach projected
production volumes.
The Companys operations show significant dependence on production of natural gas by our
affiliate, Parnaba Gs Natural S.A. (Parnaba Gs Natural), the new corporate name of OGX
Maranho S.A., and on mineral coal by our subsidiary, Seiva Sul Minerao. The Companys
estimates involve future production from natural gas blocks in the Parnaba basin and the Seival
coal mine. No assurance may be given that the Company will reach production volumes as
expected. These production volume estimates depend on the following factors:
completion projects on time;
accurate estimates of gas and coal resources and reserves;
obtaining the equipment required and its performing properly, as well as skilled labor to
operate it;
soil conditions, including hydrologic conditions;
physical characteristics of coal;
chemical characteristics of natural gas;
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accurate indices and estimated costs for producing and processing natural gas;
accurate indices and estimated costs for coal mining, extraction, processing and
production;
obtaining the necessary rights to exploit and produce (gas) and mine (coal), along with
licenses, authorizations and concessions;
actual production may differ from estimates due to several factors, including the following:
lower than initially estimated reserves;
faults relating to gas wells and mineshafts and their inclination, faults in processing and
treatment units or their equipment;
industrial accidents;
natural phenomena such as weather conditions, floods, droughts and landslides;
interest of our partners (including the majority shareholder of Parnaba Gs Natural and
partners in the exploration of each block) regarding operation of the natural gas blocks
may go against our interests;
financial capacity of our Company and its partners to invest in the natural gas blocks and
coal mines, which is necessary to enable fund their respective operations;
unusual or unexpected geological conditions;
changing costs of electricity and possible power shortages;
shortages of key inputs and supplies necessary for operations, including explosives, fuels,
chemical reagents, water, spare parts and lubricants;
inability to process certain types of gas or mineral ores;
strikes and lack of manpower;
protests or civil unrest; and
government restrictions or regulations or other regulatory framework alterations.
Due to limited historical data and uncertainties affecting the nature, scope and results of the
Companys future activities, it is unable benefit from experience for the purpose of testing
estimates, which would raise the chances of these factors leading to actual results differing from
estimates. The Companys not reaching estimated production volumes of gas or coal may have a
material adverse effect on any and all future cash flows, profitability, results from operations and
financial condition, particularly if obtaining other sources of natural gas or coal is not possible or
feasible.
Unfavorable court or administrative decisions may adversely affect our operating results.
The Company is a party to various cases involving civil law, labor, pensions and social security or
tax cases, filed in the normal course of our business, which involve civil or commercial matters,
real estate, environmental, labor, social security or tax issues, among others. In the event that
actions lead to unfavorable verdicts against the Company in proceedings where the chance of
dismissal is regarded as possible or remote, or adversely affect the schedule of implementation of
the Companys enterprises, the operational results of the Company may be adversely affected.
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In the case of administrative proceedings, unfavorable administrative decisions may also
adversely affect the schedule for implementing the Companys undertakings. In this context,
Amapari Energia S.A., which has its industrial operations in the Municipality of Serra do Navio, in
the state of Amap, with a capacity of 23 MW, has suffered an unfavorable administrative decision,
with the vacation of a specific area being determined. Amapari Energia S.A. has submitted an
application for the area to be regularized, which is now being considered by the Federal Properties
Management Superintendence in Amap. If this application is refused, our operating results may
be adversely affected. For more information on the relevant proceedings involving the Company
and its subsidiaries, see item 4.3 in this Reference Form.
Since a significant portion of our assets will be related to providing public services, these
assets will not be available to creditors even in the event of bankruptcy and may not be
pledged to ensure enforcement of court rulings.
A significant portion of the Companys generating assets is related to providing public utility
services. These assets would not be available to settle claims in the event of bankruptcy nor may
they be pledged to ensure enforcement of judgments against the Company, since they must be
returned to the concession authority pursuant to our concession agreements and legislation. In
addition, if there is early termination of concession agreements or permits, the amount of
compensation the granting power will pay the Company may be below the market value of the
assets returned. These limitations may significantly reduce amounts available to the Companys
shareholders in the event of liquidation and may adversely affect our ability to obtain funding.
The Company has several projects underway or being implemented and their future
performance is uncertain.
The Company currently has several projects being implemented, or which have not reached
implementation phase yet, in addition to those that are being built and the prospecting for natural
resources. Therefore, the Company is subject to risks, expenses and uncertainties relating to
implementation of its business plan. Implementing projects will depend on the Companys strategic
planning and on adopting the right business, financial, environmental, and logistics strategies
required for its operations to perform properly. The Company may be unable to successfully
implement these strategies, or to effectively manage the risk inherent to projects, which may
adversely affect its revenues.
Our performance in the electricity generation industry in Brazil may be negatively affected
by increasing competition.
In the electricity generation segment, we face increasing competition in ANEELs auctions and for
that reason, our development and growth may undergo adverse conditions. The competition in our
sector by state and private companies has increased and that may result in pressure from the
competition by offering lower rates, which may result in a lower profitability level, which may affect
adversely our success in the auctions. In addition, regarding electrical energy trade activities, other
electrical energy suppliers may compete with us in offering electrical energy to consumers
qualified as free or potentially free consumers. If free consumers decide to buy electrical
energy from our competitors, we may be adversely affected, and this may have an impact on our
cash flow and results of operation.
The Company is significantly dependent on the performance of certain members of
management and losing any of them could adversely affect our ability to implement
business strategies and ensure growth.
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Investors buying our shares rely on the ability, expertise, judgment, discretion, integrity and good
faith of our officers. Our performance depends significantly on our senior managements efforts
and abilities. Any unexpected loss or departure of any of the most important officers, employees or
consultants, especially our CEO, could prejudice our future success and adversely affect our
business.
Our growth depends on our capacity to attract and maintain highly qualified technical and
administrative personnel.
We strongly depend on the services of technical personnel, as well as those services provided by
members of our administration, to perform our development activities and our project
implementation, as well as in the operation of existing assets. If we lose the main members of this
staff, we will have to attract and train additional personnel for our technical area. Such personnel
may not be available at the moment they are needed or, if they are available, this may have a high
cost. Technical personnel have been highly demanded and we compete for this type of workforce
in a global market offering these services. Attractive opportunities in Brazil and in other countries
may affect our capacity to hire or maintain the talents we need. If we cannot attract and maintain
the key staff we need to expand our operations, we may not be capable of managing our business
effectively, and this may have an adverse effect on us.
The Companys activities will require substantial capital investments and maintenance
costs that it may not be able to afford.
To meet estimates for levels of production, construction of power plants, natural gas blocks and
our coal mines, and subsequent sale of energy and natural resources, more substantial capital
investment will be needed. The Company and its partners in the various plants and in the
exploration of the natural gas blocks, will require capital for managing acquired assets, acquiring
new equipment, maintaining existing equipment in operational conditions, funding operating costs,
obtaining property ownership rights, licenses and permits, and to ensure ongoing compliance with
environmental regulations and legislation. To the extent that funds generated internally and those
arising from loans and financing may be insufficient to fund the Companys capex requirements, it
will have to obtain additional funds through debt and/or issuing securities.
However, this funding may not be available or, may not be available on acceptable terms. Future
funding of the Companys debt, if available, may result in higher debt servicing and amortization
costs, higher levels of leverage and decrease of revenues available to fund further acquisitions
and growth of business. Moreover, future debt financing may limit the Companys ability to
withstand competitive pressures and subject it to more vulnerability in periods of economic crisis. If
the Company is unable to generate cash or obtain sufficient additional capital in the future, it may
be forced to reduce or delay capital expenditures, sell assets or restructure or refinance its debt.
Our growth through bids may be adversely affected by future government or political
actions related to grants for energy generation plants in Brazil.
The Company intends to participate in bids to receive generation grants. In the invitations to bid for
power generation grants, the Granting Authority imposes certain demands on all participants for
new grants, including minimum requirements indicating financial stability of the participant and/or
its shareholders. We cannot guarantee that we will be capable of meeting all the necessary
requirements to obtain new grants or to participate in new bidding processes. The rules for
generation plants bidding processes are subject to changes. We cannot guarantee how frequently
the bidding processes related to new energy generating plants will actually take place. If such
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biddings do not occur, or if they are held on terms that are not economically feasible or sufficiently
attractive to us and to our controlling shareholder, the expansion and diversification of the current
generation park may be adversely affected and consequently, this may lead to a reduction in the
market price of the Companys shares.
Our financial agreements have specific obligations, among which the obligation to maintain
financial indices and restrictions to our indebtedness capacity, and any default due to non-
compliance with these obligations may materially adversely affect us.
The Company is a party to several financial agreements, with a significant level of indebtedness
due to the need for a large volume of financial resources to develop our projects and undertakings.
These financial agreements subject us to certain specific conditions and obligations, which include
significant adverse changes in interest and exchange rates in the Brazilian economy that affect us,
causing an increase in our future expenses, due to debt charges, or leaving us unable to
renegotiate payment terms, which could reduce our net earnings and, consequently, our capacity
to honor our contractual obligations.
In addition, we could incur additional indebtedness in the future to finance acquisitions or
investments, or for other purposes, or for conducting our business transactions, subject to the
restrictions applicable to our existing debt. If we incur additional debt, the risks associated with our
financial leverage may increase, as well as the possibility that we may not manage to maintain
financial rates or generate sufficient cash to pay the principal, interest and other charges on the
debt.
Default due to non-compliance with those obligations and conditions, which is not remedied or
waived by the creditors, may result in such creditors decision to declare acceleration of maturity of
the balance of the corresponding debt, and this may also result in acceleration of debts under
other financial agreements, and future amounts to become due (principal, interest, and fines) and
that are the subject matter of the respective agreements, may become immediately payable. In the
event of regular or accelerated maturity deriving from default of some of our debts, our assets and
cash flow may be insufficient to fully pay the balance in our financial agreements, which may have
a significant negative effect on our financial condition and results of operation.
We cannot guarantee that we shall have the financial resources to carry out our investment plans
in full, and lack of access to such resources on satisfactory terms and in sufficient amounts may
restrict the future growth and development of our activities, which might adversely affect us. For
more information of our indebtedness, see sections 3.7, 3.8 and 10.1 (f) and (g) of this Reference
Form.
The Company is liable for any damages resulting from our electrical energy activities, and
our insurance policies may be insufficient to cover such damages.
According to the Brazilian legislation, the Company is liable for damages deriving from electrical
energy generation activities. In addition, our Company may be adversely affected by damages
caused by third parties due to shutdowns or disruptions to its activities not attributed to a specific
member of the ONS (National Electric System Operator). We cannot guarantee that our insurance
policies will fully, or even partially, cover potential damages deriving from our activities, which may
have an adverse effect on the Company.
The Company may not succeed in retaining the buildings and areas in which our plants are
located or are under development, which may adversely affect our activities, financial
condition, and operating results.
The Company has a large portfolio of thermal energy projects, three of which are developed in
own areas (Itaqui, Seival, and Parnaba) and the remainder developed in areas occupied under
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lease, freelease, easement, right of use, usufruct, or surface (such as Energia Pecm, Pecm II,
Amapari, Sul, Tau, UTE Au, among others). The Company has no means of guaranteeing that
such areas will not be subject to expropriation, or that no early termination of the contracts
legitimizing their occupation will take place. If any of these situations should arise, our financial
condition may be adversely affected, possibly causing negative effects on our business and
operating results.
(b) Risks relating to the Companys controlling shareholder or group
The Companys Controlling Shareholders may make certain decisions in relation to the
business without participation of all shareholders and that may conflict with the interests of
all shareholders.
On the date of this Reference Form, the Controlling Shareholders hold voting powers sufficient for
the following purposes:
designating a majority of members of the Companys board of directors;
casting the deciding vote in relation to altered control of the Company, even if such
alterations do not reflect the best interests of shareholders;
casting the deciding vote in relation to strategic merger with another company that could
bring significant results for companies involved in the merger;
restricting the opportunity for shareholders other than the Controlling Shareholders to
receive the difference between carrying value and the amount paid for their shares in any
corporate restructuring, including absorption, merger or demerger, and influence our
companys dividend policy.
The making of any of such decisions by the Controlling Shareholders may not coincide with the
interests of the Companys minority shareholders, thus causing a conflict.
(c) Risks related to our shareholders
The Company cannot guarantee that shareholders will be paid dividends in the future.
Under the Companys Bylaws, shareholders are entitled to an annual mandatory dividend of not
less than 25% of net income, to be decreased or increased by the following amounts: (i) the
amount allocated to legal reserve; and (ii) the amount allocated to the contingency reserve and
reversal of reserves made in prior years. Except for the mandatory minimum dividend required
under the Law of Corporations and our Bylaws, any future decision regarding payment of
dividends will be made on a discretionary basis. The decision to distribute dividends will depend
on profitability, financial condition, investment plans, contractual limitations and restrictions
imposed under applicable law, including regulations issued by the CVM, among other factors.
Additionally, our ability to pay dividends depends on our ability to generate profits and to absorb
accumulated losses. The Company cannot guarantee that shareholders will be paid dividends in
the future.
Brazilian stock market volatility and illiquidity may substantially limit investors ability to
sell our shares at the desired price and time.
Investment in securities traded in emerging markets such as Brazil often involves higher risk than
other global markets, and such investments are in general seen as more speculative. The
Brazilian securities market is substantially smaller, less liquid, more concentrated and may be
more volatile than other major stock markets worldwide. Any outflow of foreign capital from Brazil
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in times of economic crisis may affect share prices of companies listed on the BM&FBOVESPA
(Brazilian Mercantile and Futures Exchange).
The market price of our shares may also be affected by various factors unrelated to the
Companys performance, such as economic crises, changing interest rates, exchange-rate
controls and restrictions on remittances abroad, exchange-rate variations, inflation, liquidity in the
domestic financial and capital market, lending, tax policy and tax regime or other political, social
and economic events.
Additional funding through a share offering could dilute the equity interest of investors in
the Company.
In the future, the Company may obtain funding through public or private issues of debt securities,
whether or not convertible into shares, or by issuing shares. Under the Law of Corporations,
additional funding from shares or securities convertible into shares may be obtained with the
exclusion of preemptive rights of our shareholders, which may lead to the dilution of such
shareholders equity interests in the Company.
The interests of company officers, and employees in some cases, may become excessively
linked to the Companys share prices, since they may be granted options to purchase or
subscribe to its shares.
The Company has a program of granting stock purchase or subscription options, with the purpose
of allowing its administrators, employees or other companies under its control, subject to certain
conditions, to purchase Companys shares, in order to: (a) encourage better management of the
Company and undertakings under its direct or indirect control; (b) attract, motivate and retain
highly qualified executives on the Companys staff; and (c) expand the Companys attractiveness.
The possibility of the Companys managers and employees receiving, as part of their
remuneration, options to purchase or subscribe to its shares at a strike price below market price,
may lead such officers and employees to have their interests excessively linked to the price of our
shares to the detriment of their long-term goals, which may negatively impact our business.
(d) Risks related to the Companys Subsidiaries and Affiliates
Risks related to our subsidiaries and affiliates are the same as those related to the Company.
(e) Risks related to the Companys Suppliers
The Company signed Engineering, Procurement and Construction (EPC) contracts for the
construction of projects with Power Purchase Agreements (PPAs). If the EPC
counterpartys services do not conform to a minimum standard of quality, or do not meet
project specifications, the Companys financial condition and results of operations may be
adversely affected.
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Several of the Companys enterprises have power supply contracts even before they are
completed and before their energy generation capacity is installed. For construction of these
projects, we enter into EPC contracts, which must follow the specifications of each project. Failure
to comply with such technical specifications, not meeting levels of quality for services provided, or
delays affecting construction schedules provided for in our EPC contracts entered into between
the Company and its service providers may have a negative impact on the financial situation and
the operational results of the former.
The Company relies on suppliers of domestic and imported equipment and hire outsourced
services for the construction, operation and maintenance of its projects. If equipment
purchased or used by suppliers or services provided are not delivered in such a way as to
meet specifications and minimum quality levels for each project, our results of operations
may be adversely affected.
Key equipment for construction of our projects, or their operation and maintenance is purchased
by contracting Brazilian and/or international companies that are recognized in their fields. The
supply and the provision of services may not meet quality requirements stipulated, which may lead
to our failing to comply with conditions stated to the Granting Authority and may cause, for
example, accelerated wear and tear of power generation assets, entailing additional costs and
affecting cash flows of projects of the Company, which may adversely impact its financial condition
and operating results. The above may take place in case of unforeseen disruption or suspension
of contracts for supply of equipment or services.
In case the Companys suppliers of products and services are hit by cyclical, administrative
or financial impacts affecting delivery of products or services as agreed, our financial
condition and results of operations may be adversely affected.
The Company engages and relies on services and products provided by certain companies.
Cyclical, administrative or financial impacts occurred to such contractors, which definitively or
partially affect the delivery of products or services as agreed, which may lead to impact on
operating results from the Companys enterprises, both due to possible suspension or disruption of
supplies, or to difficulty in engaging other suppliers.
The Company may be unable to ensure it has all fuel required to generate electricity at its
thermoelectric plants, or be unable to ensure viable conditions for operating them, in which
case, its financial condition and results of operations may be adversely affected.
Supplies of fuel may not be satisfactory, or may be technically impracticable due to production
shortfalls and finding another source of fuel may be uneconomical. Several variables may
contribute to this possibility, but mainly factors related to the risk of operating and producing the
coalmine and natural gas exploration blocks, in addition to the logistical risks of transporting fuel
from its production area to the thermoelectric plants. In these cases, the Companys financial
condition and results of operations may be adversely affected.
(f) Risks Related to the Companys Customers
The Company may be liable for losses and damages caused to third parties as a result of
failures in electricity generation at its plants, or outages or disruption that cannot be
attributed to any other electric industry agent, and insurance may be insufficient to cover
such losses and damages.
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The Company may be held liable for (i) losses or damages to third parties due to failures in the
operation of its plants, causing outages or disturbances for the distribution and/or transmission
systems or (ii) outages or disruption that cannot be assigned to any identified electric industry
agent, except in cases of force majeure. In this case, compensation amounts shall be allocated in
the following proportions: 60% to the distribution agents, 20% to generation agents and 20% to the
transmission agents, which could lead to materially and adversely affect the conduct of the
Companys business, operating results and financial condition.
The Companys ability to receive payments owed by clients may be adversely affected in
case of deterioration of such clients ability to pay
Receivables from the Companys investees in the generation and trading of electrical energy
depends on the continuous creditworthiness of their clients, control of risk and ability to charge
amounts due. If these clients ability to pay deteriorates, this may adversely affect our financial
condition and operating results.
(g) Risks Relating to Sectors of the Economy in which the Company Operates
The Companys market risk management strategy may be ineffective.
The Company is exposed to normal market risks, such as fluctuating interest rates, exchange
rates and commodity prices. The Companys hedge transactions may also limit potential benefits it
could otherwise enjoy if commodity prices were to rise. In addition, the Company may decide not
to hedge market risks, or it may use other risk management practices, or such types of transaction
may not be available.
Accordingly, in the event the Companys hedging strategy fails to successfully minimize cash flow
exposure to said fluctuations, and in the event it fails to identify correlations between various
market risks to which it is subject, its financial condition may adversely be affect.
Demand for electricity in Brazil may not exist or, if it does, it may be lower than the
Companys estimates, or be met by electrical power generation projects other than those of
the Company.
The Companys investments in electricity generation projects were based on expected growth of
demand for electricity in the coming years in Brazil. However, demand may not grow or may grow
less than the Company initially estimated. In addition, any growth of demand, whether less than,
equal to, or greater than the increase it estimated, may be met by other electricity generation
projects that are now operating or will come on stream in the future. In this case, estimated
revenue from the Companys projects may be reduced, thus adversely affecting its results.
How the Companys electric generating projects yet to be contracted will materialize
depends on the scenario for future electricity prices, which may differ significantly from the
current market consensus.
The Companys investments in electric generating projects were based on future electricity price
scenarios that may not occur or may be largely unfavorable for new investments providing
attractive returns. In this case, estimated revenue from its projects may be reduced, thus adversely
affecting its results.
(h) Risks Relating to Regulation of Sectors in which the Company operates
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Extensive governmental legislation and regulation and changes in regulations for the
electric sector may affect the Companys business and results of operations.
The Companys activities and those of our competitors are regulated and supervised by the
National Agency of Electrical Energy - ANEEL, which implements guidelines from the Ministry of
Mines and Energy, the federal government body responsible for Brazils energy policies. Brazils
electric sector institutions have historically had a substantial degree of influence on their business,
including energy production, for which dispatch is centralized by the National Electric System
Operator (ONS).
The Federal Government has brought in new policies for the energy sector through Law 10,488 of
March 15, 2004, which introduced the New Electric Industry Model and altered guidelines for
industry agents. Any regulatory measure may have significant impact on our activities and
adversely affect the Companys results.
Among the regulatory changes promoted in the industry, we highlight (i) the creation of the
Chamber of Electrical Energy Trade (CCEE) and of new sectoral bodies; and (ii) the changes in
the Ministry of Mines and Energy - MME and the National Electricity Agency - ANEEL
competencies. According to the Brazilian legislation, ANEEL is authorized to regulate several
aspects of the business of electrical energy generation, transmission, and distribution
concessionaires, in the overall electric industry, including investment needs, incurring additional
expenses, and tax and price calculation (except for the prices of electrical energy in the free
market), as well as the limit to passing on the prices of energy purchase to tariffs charged by the
concessionaires.
The constitutionality of the New Industry Model Law was challenged before the Federal Supreme
Court through direct actions for unconstitutionality. On October 11, 2006, the Federal Supreme
Court denied the provisional measures of the direct actions for unconstitutionality, stating that, in
principle, the New Industry Model Law does not violate the Federal Constitution. The merits of the
direct actions for unconstitutionality are pending judgment, and on January 6, 2009, the Office of
the Attorney General of the Republic ruled in favor of dismissing the request. Should the New
Industry Model Law be declared unconstitutional, the electric power sector agents will be
adversely affected. The full effect of the reforms introduced by the New Industry Model Law and its
continuity, as well as the final result of the action before the Federal Supreme Court and future
reforms in the electric power industry regulation are difficult to predict, and they may have an
adverse effect on our business and results of operation.
Our main commercial activities, the implementation of our growth strategy, and the running of our
business may be adversely affected by government actions, among which: (a) changes in the
legislation applicable to our business; (b) disruptions and/or changes in federal concession
programs; and (c) imposition of stricter criteria to qualify for future bids.
ANEEL may apply penalties to the Company or intervene in authorizations that we may be
awarded for breach of obligations stipulated in concession agreements, permits and
industry laws and regulations.
ANEEL may apply penalties for breach of any stipulation in our Concession Agreements or
permits. Depending on the severity of the breach, pursuant to current legislation such penalties
may include:
cautions;
fines per breach of up to 2% of our revenues for the year immediately preceding the
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current period on the date of violation;
embargoes on construction of new facilities or equipment;
restrictions on operating existing facilities and equipment;
temporary suspension from bidding processes for new concessions or permits; or
forfeiting concessions or permits.
Without prejudice to the above-mentioned penalties, ANEEL may also intervene temporarily in
concessions or permits awarded us to ensure proper operation of generating structure and
compliance with applicable laws and regulations.
Any of the above listed penalties, or ANEELs intervention in concessions or permits we may be
awarded, could have a materially adverse effect on the Companys business, operating results and
financial condition, and on the market price of its shares.
We cannot guarantee whether the Companys authorizations will be renewed.
The Company carries out its electrical energy generation activities based on authorizations
granted by ANEEL, which are valid for 35 years.
The permits may be revoked in the event of material loss in the development of authorized
activities and/or in the event of holders non-compliance, especially, in the event of: I failure to
comply with schedules, obligations and charges arising from the authorization; II failure to pay
the amount arising from the penalty imposed on the holder; III failure to comply with the notice of
inspection to regulate the operation of the authorized venture; IV trading of electrical energy not
in compliance with the provisions of the legislation, specific rules and authorization act; and V
termination of the agent of the Electrical Energy Trading Chamber CCEE for non-compliance,
among others.
Additionally, we cannot guarantee whether our authorizations will be renewed or new
authorizations will be granted upon the expiration of current terms. If these authorizations are not
renewed or granted, or renewed or granted under unfavorable conditions for the Company, its
business and operating and financial results may be adversely affected.
J ust as the electricity sector, the natural gas and mining sectors are also subject to
government regulation and any changes in the latter may affect the Companys business
and results of operations.
The Companys activities in the mining and natural gas sectors are subject to regulations applied
by local authorities. Under the terms of the Brazilian legislation, the Brazilian Government is the
owner of all mineral deposits and natural gas reserves in Brazil, and the concessionaire has the
title only to the ore and/or natural gas it produces. The Company depends on natural gas to
generate electrical energy in some of its ventures, which are supplied by certain concessionaires
duly licensed by the Brazilian Government. In addition, the National Petroleum Agency (ANP) and
the National Department of Mineral Deposits (DNPM) regulate and supervise the natural gas and
mining sector, respectively, granting concessions for the production of natural gas. Such
concessions impose several obligations on the concessionaires, including concessionaires from
which the Company obtains the natural gas and mineral coal for the generation of electrical
energy, and in the event any such obligations are defaulted, the ANP and/or DNPM are entitled to
terminate the concession agreements. Thus, in the event the Brazilian Government limits or
prevents such concessionaires with which the Company has a relationship from exploiting these
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natural gas or mineral coal reserves or in the event the ANP and DNPM impose restrictions that
interrupt the natural gas and/or mineral coal supply to the Company and its controlled companies,
its capacity to generate revenue may be adversely affected, causing a significant adverse effect on
the result of its operations and on its financial condition.
Changes in environmental laws and regulations may adversely affect the business of the
companies operating in the electricity industry, including Our Company.
Companies operating in the electricity industry, in particular generation companies, are subject to
strict federal, state and local environmental legislations regarding, among other things,
atmospheric emissions and intervention in protected areas. Such companies need licenses and
permits from government agencies to conduct their activities. In the event of breach of or non-
compliance with such laws, regulations, licenses and permits, companies may suffer
administrative sanctions such as fines, suspension of activities, cancellation and revocation of
licenses or permits, and, in certain cases, they may be subject to criminal sanctions (including its
managers). The Office of the Federal Prosecutor may file a civil investigation and/or a public civil
action seeking compensation for any damage caused to the environment and third parties.
Government agencies or other authorities may also issue new stricter rules or adopt more
restrictive interpretations of existing laws and regulations, which may require electricity companies
to use additional resources in environmental remediation, including in obtaining environmental
permits for facilities and equipment not previously subject to environmental licensing. Government
agencies or other authorities may also significantly delay the issuance of licenses and permits
required for the development of electricity companies, causing delays in project implementation
schedules. Any action in this direction by government agencies may adversely affect electricity
business and create a negative effect on our business and results.
The occurrence of environmental damages involving our activities may subject us to
paying substantial environmental remediation costs, including indemnification and
penalties, which could adversely affect our business and the market value of our shares.
The activities of the electricity sector may cause significant environmental impacts and damages.
Federal laws impose strict liability to those who directly or indirectly cause environmental
degradation and therefore the duty to remediate or compensate the damage caused to the
environment and to third parties affected, regardless of willful misconduct or fault. Federal laws
also provide for disregard of corporate veil of the polluting company, holding managers personally
liable, to enable compensation of the damages caused to the environment. As a result, the
Company, its controlling shareholders and managers may be required to bear the cost of
environmental remediation. The payment of substantial environmental indemnifications or relevant
expenses incurred to fund environmental remediation may prevent, or lead our Company to
postpone or redirect investment plans in other areas, which may adversely affect our business and
operations.
(i) Risks relating to Foreign Countries in which the Company operates
The Company is subject to operational risks relating to international operations.
The risks referred to in item (a) above also apply to the Companys operations abroad, given that
such operations involve risks relating to construction of thermoelectric plants, risks related to
exploitation of natural resources, logistical risks, risks related to meeting construction deadlines,
licensing risks, and others.
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If one or more of the above-mentioned risk factors should materialize, the Company may not reach
its strategic objectives in these countries or in its international operations as a whole, which may
adversely affect its operating results and financial condition.
The Company is subject to social, political and economic risks in relation to its
international operations.
The Company has international operations in coutries where there may be political, economic or
social instability. The operating results and financial condition of our subsidiaries in these countries
may be adversely affected by fluctuating economic conditions, political instability and local
government measures, in addition to other risks including:
controls on currency exchange and prices;
restrictions on exports and imports of natural resources;
local currencies fluctuating against the BRL or USD;
higher rates of export tax, income tax or royalty payments; or
unilateral institutional (government) or contractual alterations, including controls and
limitations on investments in new projects.
If one or more of the above-mentioned risk factors materializes, the Company may not achieve its
strategic objectives in these countries or its international operations as a whole, which may
adversely affect its operating results and financial condition.

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4.2 - Comments on expected alterations of exposure to risk factors
The Companys policy is to continuously monitor risks related to our operations, as well as
macroeconomic or industry-level changes that may affect our activities. The Company has not
presently identified any increase or decrease of exposure to the risks factors mentioned in item
4.1.above.

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4.3 - Non-confidential and relevant legal, administrative or arbitration
proceedings
On May 27, 2014, the Company and its controlled companies were parties to 180 lawsuits, of
which 44 are civil, 111 are labor and 7 are tax suits, involving the approximate amount of R$24
million, appraised by the external counsel as not having a likely risk of loss and which,
consequently, did not receive a provision for contingencies. The Company and its controlled
companies are also parties to 54 administrative proceedings in the tax, labor and environmental
spheres, involving the approximate amount of R$238 million.
As of the date of this Reference Form, our subsidiaries were party to 5 administrative proceedings
filed by National Electric Power Agency. These proceedings involve, among other matters, the
requests for adaptation of the treatment related to the verification of unavailability greater than the
one used in the calculation of the collateral of the power plants (also known as ADOMP), installed
power increase requests, as well as a request for the partial dismissal of the application of REN
No. 165/2005 (also known as ICB-Online).
In the scope of these administrative proceedings for inspection, National Electric Power Agency
may impose penalties upon issuance of an assessment notice. When applying the penalty,
National Electric Power Agency will observe the dosimetry criteria, considering the scope and
severity of the breach, potential damages resulting from this breach, the advantage obtained by
the breaching party and the existence or not of recurrence. Additionally, all administrative
proceedings in question must observe the principles of broad defense and adversary proceeding,
so that our Company may have the opportunity to submit justifications and exclusions of liability.
The Company and its controlled companies are parties to lawsuits and/or administrative
proceedings that, in the opinion of the Companys management, are individually considered
relevant from a financial perspective as they involve amounts above R$10,000,000.00 or matters
that, if decided against the Company, may affect its operations or image, as we show below:
Tax Proceedings
On May 27, 2014, the Company and its controlled companies were parties to 7 legal tax
proceedings and 13 administrative tax proceedings. The total amount involved in the proceedings
totals approximately R$2 million and, out of the six proceedings, the Company and its controlled
companies are plaintiff in two. The amounts involved in the administrative proceedings, for their
turn, total approximately R$252 million. In all proceedings, the chances of loss range from possible
to remote. For this reason, the Company recorded no provisions for the respective amounts. The
subject matters of the most significant proceedings in terms of amounts mainly involve the
payment of the Goods and Services Circulation Tax - ICMS.
Administrative Proceeding 28730.024452 - Assessment Notice No. 505/2011
a. Court State Revenue of the State of Amap
b. Instance Lower administrative court
c. Filing Date November 11, 2011
d. Parties to the Proceeding Plaintiff: State Revenue of the State of Amap
Defendant: Amapari Energia S.A.
e. Amounts, Goods or Rights
in Dispute
R$14,341,575.39
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f. Principal Facts Collection of the Goods and Services Circulation Tax - ICMS due to
alleged lack of payment of tax, due to the improper recognition of the
Goods and Services Circulation Tax - ICMS credit accumulated, resulting
in an outstanding tax debt for April 2009. Further, a fine was imposed for
failure to comply with an accessory obligation.
On November 11, 2011, we learnt about the issue of the notice and, on
December 12, 2011, we filed a challenge. The case records have been
waiting for a decision by the judging body since then.
On July 4, 2012, the proceeding was sent to JUPAF Tax Administrative
Proceedings Judgment Board.
g. Chances of Loss Possible in the administrative sphere and remote in the legal sphere.
h. Analysis of the Impact if
the Case Is Lost
Only the financial impact referred to in item e. A loss in this proceeding
may impact our results in the year this amount becomes payable.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible and remote.

Proceeeding No. 0847065-25.2014.8.06.0001
a. Court 7th Lower Revenue Court of Fortaleza State of Cear
b. Instance First administrative instance
c. Filing Date March 20, 2014
d. Parties to the Proceeding Defendant: MABE Construo e Adminsitrao de Projetos Ltda.
Plaintiff: State of Cear
e. Amounts, Goods or Rights
in Dispute
R$2,138,567.35
f. Principal Facts On April 14, 2014, an order was rendered, in which the judge appraised
the injunctive relief request only after the opposition filed by the State of
Cear. On Appril 30, 2014, the State of Cear filedits reply. On May 6,
2014, the case records were sent for completion.
g. Chances of Loss Remote.
h. Analysis of the Impact if
the Case Is Lost
Only the financial impact referred to in item e. A loss in this proceeding
may impact our results in the year this amount becomes payable.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible and remote.

Administrative Proceeding No.10380.720416/2014-88
a. Court Federal Revenue Office of the State of Cear
b. Instance First administrative instance
c. Filing Date January 20, 2014
d. Parties to the Proceeding Defendant: Porto do Pecm Gerao de Energia S.A.
Plaintiff: Receita Federal do Cear
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e. Amounts, Goods or Rights
in Dispute
R$ 50,687,054.46
f. Principal Facts On February 24, 2014, Porto do Pecm filed its Administrative Opposition.
On March 17, 2014, the case records were sent to the Federal Revenue
Office for Judgment in the city of Ribeiro Preto, state of So Paulo,
where they have since remained.
g. Chances of Loss Possibble.
h. Analysis of the Impact if
the Case Is Lost
Only the financial impact referred to in item e. A loss in this proceeding
may impact our results in the year this amount becomes payable.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible and remote.

Civil Proceedings
On May 27, 2014, the Company and its subsidiaries were party to 44 civil lawsuits and 27
administrative civil proceedings. The amount involved in court civil proceedings totals
approximately R$185 million and, out of the 44 proceedings, the Company and its subsidiaries are
plaintiff in nine. In all proceedings, the chances of loss range from possible to remote and,
therefore, we did not record a provision for these amounts. Among the civil proceedings to which
the Company is a party, we can highlight the proceedings in regulatory matters.
Ordinary Proceeding No. 2008.34.00.032541-0
a. Court 3
rd
Federal Lower Court of the Judicial District of the Federal District
b. Instance First Instance
c. Filing Date October 14, 2008
d. Parties to the Proceeding Plaintiff: Amapari Energia S.A.
Defendant: National Electrical Power Agency
e. Amounts, Goods or Rights
in Dispute
Fuel cost recovery mechanism, CCC-ISOL.
f. Principal Facts Amapari Energia filed a lawsuit with a request for provisional protection
against the National Electric Power Agency (ANEEL), because after
granting the authorization as Independent Power Producer, on August 05,
2008, the National Electric Power Agency handed down a decision
denying the recovery mechanism related to Fossil Fuel Consumption
Account of Isolated Systems, a tax subsidy created by Law No. 5,899 of
July 5, 1973, further amended by Law No. 12,111 of December 9, 2009
(CCC-ISOL) to Amapari. On October 29, 2008, the request for provisional
protection was granted. On January 29, 2009 Amapari filed a petition
requesting the immediate execution of the granted protection, with the
determination that an official note be issued to Eletrobrs for the inclusion
in the CCC-ISOL. Amapari started to receive the subsidy after June 2009
and, on July 2, 2009, it filed a petition claiming (i) loss of a subsequent
interest in the lawsuit due to the acknowledgment on the part of the
National Electric Power Agency that in a recent decision of its Executive
Board authorized the inclusion of the thermoelectric power plant, or UTE,
in the CCC-ISOL; and (ii) the noncompliance with the provisional decision.
On July 15, 2009, a decision was handed down declaring the default of the
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National Electric Power Agency. On July 20, 2009, Amapari filed a request
to produce accounting evidence, and on August 19, 2009 the National
Electric Power Agency filed a petition informing that the evidence present
is sufficient for the solution of the demand and requesting the
reconsideration of the decision in which its default was declared. On
August 27, 2009, Amapari filed a petition repeating the request for the
release of the collateral corresponding to months that are no longer the
subject-matter of the case and requesting that an official letter be sent to
Eletrobrs the inclusion of the thermoelectric power plant, or UTE, in the
CCC-ISOL mechanism comprises the fuel purchases made since
November 11, 2008, and on October 02 2009, the National Electric Power
Agency filed a petition stating that it did not agree with the request of
partial collateral release. On October 22, 2009 Amapari repeated the
request for collateral release, and on October 26, 2009, the request of
Amapari was dismissed. Amapari then filed a motion for clarification on
November 09, 2009. On March 01, 2010, a decision was handed down
rejecting the Motion for Clarification. On May 13, 2010, a decision was
handed down of the bill of review that grants the provisional protection to
release Amapari from the obligation to maintain the collateral offered by it
in the original pledge. On May 28, 2010, a decision was handed down
notifying the parties of the decision handed down by the Regional Federal
Court of the 1
st
Region that released Amapari from maintaining the
collateral. On July 01, 2010, a petition of the Prosecution Office was filed
sending copies of the official communications 392/PJSN/2008 and
144/PJSN/2010 and of the Partnership Instrument executed in 2008 with
Amapari. On July 27, 2010, a complied warrant was entered of record by
means of which the National Electric Power Agency was summoned to
comply with the court decision releasing Amapari from the obligation to
maintain the offered collateral. On September 30, 2010, a petition of the
National Electric Power Agency was entered of record explaining that the
release makes the action of the authority dispensable. On September 30,
2010, a petition of the National Electric Power Agency was entered of
record explaining that the release makes the action of the authority
dispensable. On November 09, 2010, a decision was published
determining that the plaintiff file a statement on the petition of the National
Electric Power Agency. On November 12, 2010, a petition was filed by
Amapari informing that it was aware of the statement of the National
Electric Power Agency, as well as requesting the continuation of the case
with the conduction of an expert analysis. On May 26, 2011, a decision
was published that dismissed the request for an expert analysis made by
Amapari, on grounds that there is no claim for damages in the complaint.
On May 31, 2011, a motion for clarification was filed by Amapari, indicating
an omission in the decision that dismissed the request for an expert
analysis for not having regarded the fact that the order that the National
Electric Power Agency pay damages makes the request expressed in the
complaint dispensable, in view of the fact that it is a conversion of the
affirmative covenant concerning the period in which the authority did not
include the Thermoelectric Power Plant Serra do Navio in the CCC-ISOL,
in spite of a decision in that sense. On August 08, 2011, the motion for
clarification was rejected. On July 25, 2012, a decision was published that
the parties should file their final briefs. On November 09, 2012, the records
with the final briefs of Amapari and the National Electric Power Agency
were sent to the judge. On September 6, 2013, a sentence was published
shelving the proceeding, without judgment on the merits. On September
13, 2013, we filed a Motion for Clarification. On November 29, 2013, a
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sentence was rendered, denying the appeal. On December 13, 12.2013,
Amapari filed an appeal and on February 3, 2014, ANEEL filed its
counterarguments.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
In the event the case is lost, Amapari would have to reduce the
outstanding balance (receivable) in the amount of R$25 million for the
result (loss). Seeing as Amapari obtained its classification into the CCC
redress mechanism, the risk of the proceeding only comprises the period
between November 2008 and May 2009.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Ordinary Proceeding 56457-18.2013.4.01.3400
a. Court 22
nd
Federal Lower Court of the Judiciary Branch of the Federal District
b. Instance First Instance
c. Filing Date October 2, 2013
d. Parties to the Proceeding Plaintiff: Pecm II Gerao de Energia S.A.
Defendant: National Electrical Power Agency and Electrical Power Sale
Chamber
e. Amounts, Goods or Rights
in Dispute
R$ 66,939,965.07. Statement of commercial operation of Pecm II and
receipt of the fixed revenue pertaining to the CCEARs entered into at the
auction.
f. Principal Facts On the same day of the filing, the judge issued an order that he would only
appraise the injunction after a statement by the National Electrical Power
Agency. On the very day, October 2, 2013, the National Electrical Power
Agency was served process. On October 16, 2013, the National Electrical
Power Agency filed its statement. On October 21, 2013, a sentence was
rendered, partly granting the injunctive relief and acknowledging the UTEs
right to receive the fixed revenue from the CCEARs, from then on only. On
October 28, 2013, we filed a Motion for Clarification with rehearing en banc
effects, to amend the sentence due to a mistaken premise. On November
11, 2013, a decision was rendered, rejecting our appeal. On December 11,
2013 the National Electrical Power Agency filed its opposition and we filed
an interlocutory appeal. On January 17, 2014, CCEE filed its opposition.
On February 18, 2014, a precatory letter was attached.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
In case of loss in the proceeding, Pecm II would have to reduce the
outstanding balance (receivable) in the amount of R$ 66 million, for the
result (loss).
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Ordinary Action No. 0000184-82.2014.4.01.3400
a. Court 15
th
Federal Lower Court of the Judicial District of the Federal District
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46

b. Instance 2
nd
Instance
c. Filing Date January 7, 2014
d. Parties to the Proceeding Plaintiff: Porto do Pecm Gerao de Energia S.A. and Itaqui Gerao de
Energia S.A.
Defendant: National Electrical Power Agency
e. Amounts, Goods or Rights
in Dispute
R$ 1,000,000.00. To determine that (i) the National Electrical Power
Agency refrain from calculating the unavailability of the plaintiff power
plants based on hours; (ii) the illegality of the form of accounting of the
unavailability of the plants according to hours be declared; and (iii) the
National Electrical Power Agency be sentenced to order the calculation of
the unavailabilities based on the average of the last 60 months, including
in a retroactive manner.
f. Principal Facts Due to the failure to appraise the injunction before January 10, 2014 (date
of the deduction of ADOMP by CCEE), we filed on January 13, 2014 a
motion demonstrating the continuarion of the periculum in mora.
Afterwards, an order was rendered determining that the National Electrical
Power Agency issues a statement. On January 20, 2014, the National
Electrical Power Agency filed its statement and, on January 24, 2014, the
injunction was rendered in our favor. On February 3
rd
, 2014, CCEE issued
a notice to the electricity distributors for them to not abate the
reimbursements calculated to the plaintiff power plants, while it had not
made the proper operational adjustments for the calculation based on the
last 60 months. On February 4, 2014, the National Electrical Power
Agency delivered the records to the appointed attorney-in-fact. The
National Electrical Power Agency filed an interlocutory appeal. On
February 26, 2014 the judge of the original court rendered a sentence, in
which he upheld his decision in favor of Itaqui and Porto do Pecm. On
March 10, 2014 the National Electrical Power Agency filed its opposition
and the records were sent to the judge. On March 13, 2014 an order was
issued determining us to issue a reply. On March 27, 2014, we filed our
reply and the records were sent tot he judge. On April 2, 2014, the judge
issued an order determining the parties to specify the evidence. On April
8, 2014, we filed a motion requesting the production of expert examination
evidence (engineering) and documental evidence. The National Electrical
Power Agency did not indicate any additional evidence to be produced.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
Amount contained in the statement by the power plants, without the
recalculation made by CCEE.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible and remote.

Collection Action No. 1077510-15.2013.8.26.0100
a. Court 3
rd
Lower Civil Court of the Judicial District of So Paulo-SP
b. Instance 1
st
Instance
c. Filing Date December 27, 2013
d. Parties to the Proceeding Plaintiff: Tozzi do Brasil LTDA.
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Defendant: Porto do Pecm Gerao de Energia S.A. and MABE
Construo e Administrao de Projetos LTDA.
e. Amounts, Goods or Rights
in Dispute
R$ 18,440,394.29
f. Principal Facts Porto do Pecm was served process on December 27, 2013 and MABE
was served process on April 1
st
, 2014.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
Amount contained in item e.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible and remote.

Environmental
As of May 27, 2014, the Company and its subsidiaries were party to 13 legal proceedings related
to environmental issues. In these cases, it is not possible to measure the real impact on the
Companys financial and equity condition in the event of loss, since the majority of these
proceedings involve questions about the environmental licenses granted to the Itaqui and Energia
Pecm thermoelectric plants. In all these proceedings, the probability of loss is ranked as possible
or remote, and so no provision is made for the corresponding amounts.
We are also party to civil investigations into supposed irregularities in the licensing process for our
operations. On the basis of information produced during a civil investigation with no assigned
value, if applicable, the Prosecutors Office may propose the execution of a Term for Adjustment of
Conduct on environmental obligations, as well as file a Public Civil Action, for example, for
damages or the regularization of the environmental process, which may involve significant
amounts.
Public Civil Action n 2008001260819 (New n 334-10.2008.8.06.0164/0)
a. Court Sole District Court of the Judicial District of So Gonalo do Amarante
State of Cear
b. Instance 1
st
Instance
c. Filing Date April 17, 2008
d. Parties to the Proceeding Plaintiff: Public Prosecution of the State of Cear
Defendants: ENEVA S.A, Pecm II e Superintendncia Estadual do Meio
Ambiente SEMACE
e. Amounts, Goods or Rights
in Dispute
Environmental licenses granted to Energia Pecm
f. Principal Facts Public civil action in which the annulment of the environmental licenses
granted to Energia Pecm is requested. Reply and objection of the
amount in dispute entered of record by ENEVA on June 04, 2008.
Decision handed down on March 04, 2009, admitting such objection to
change the amount in dispute to R$2,000,000.00. Against such decision a
bill of review was filed by ENEVA and by the Office of the Public Defender
of the State of Cear that are still awaiting judgment. In the records of the
principal action, ENEVA filed a petition on June 12, 2009, requesting the
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48

sending of the records to the Federal Justice for processing and deciding
on this case, when also the connection with federal public-interest civil
action No. 2008.81.00.012450-9 should be analyzed. Awaiting decision
on the jurisdiction for processing and deciding on the action and on the
request for summary judgment made by the Office of the Public Defender
of the State of Cear. On May 07, 2012, a decision was handed down
determining the sending of the records to the 4
th
Lower Federal Court to
represent on the jurisdiction for the decision on the case. On September
25, 2012, the judge of the 4
th
Federal Lower Court handed down a
decision in which he judged the request moot and determined that the
case be remanded to the State Justice.The case records were received
by the Judicial District of So Gonalo do Amarante, and information was
requested from IBAMA, with the records having been sent to the
prosecution of such institution on October 1
st
, 2013. Once the case
records were returned to the court, the proceeding was sent for decision
on October 18, 2013, where they remain until the date hereof.
g. Chances of Loss Possible
h. Analysis of the Impact if the
Case Is Lost
It is not possible to measure the real impact of a loss on the Companys
financial and equity condition, given that the amount in dispute has not
been established.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Public Civil Action No. 00169183820094058100 (Appendix to ACP 0002218-23.2010.4.05.8100)
a. Court 10
th
Federal Lower Court of the State of Cear
b. Instance First Instance
c. Filing Date December 11, 2009
d. Parties to the Proceeding Plaintiff: Federal Prosecution Office
Defendants: State of Cear, the Environment State Superintendence -
SEMACE, Brazilian Institute for Environment and Renewable Natural
Resources IBAMA, Companhia Siderrgica do Pecm CSP, Porto do
Pecm Gerao de Energia S.A. and Pecm II Gerao de Energia S.A.
e. Amounts, Goods or Rights
in Dispute
Land where Pecm I and II ventures are located, as well as their
environmental licenses.
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f. Principal Facts Public-interest civil action with request for provisional protection in order to
ensure the delimitation of Indigenous Land Anac in the area of the
Industrial and Port Complex of Pecm CIPP.
Previous statement filed by Porto do Pecm and Pecm II, on January 11,
2010. Injunction dismissed on January 25, 2010. Against such decision,
the Federal Prosecution Office filed a bill of review on February 02, 2010
that was dismissed on December 07, 2010. In the main case, on February
25, 2010, the objection of the companies Porto do Pecm and Pecm II
was entered of record. On September 02, 2010, a decision was handed
down granting the request of the Federal Prosecution Office for
suspension of the case for 180 days. Porto do Pecm and Pecm II filed
an interlocutory appeal to be decided on appeal from final judgment. On
May 20, 2011, the records were attached to Public-interest Civil Action
No. 0002218-23.2010.4.05.8100. On July 20, 2011, a decision was
handed down determining the issue of an official communication to the
National Indigenous Foundation (Funai) for information on the existence
of the Anac tribe in the area of the Complex. According to the information
provided by the National Indigenous Foundation that it had not yet
completed the necessary measures for such verification, on April 11,
2012, a decision was handed down determining the suspension of the
case for 90 days. On August 31, 2012, a decision was handed down
determining a new official communication to the National Indian
Foundation for information on the existence of the Anac tribe in the area
of the Complex. On January 09, 2013, the decision determining the
suspension of the case for 90 days was published again. In reply to the
Official Communications, the Environmental Protection Officer (Alusio
Ladeira) informed the appraisal of the report of identification and
delimitation of Tapeba Indigenous Lands (order published on October 30,
2013 in the Official Gazette of the Federal Executive). Funai also informed
that the publication of the Anac Indigenous Lands substantiated report is
scheduled for 2014.

g. Chances of Loss Possible.
h. Analysis of the Impact if the
Case Is Lost

i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible

Public Civil Action n 0002218-23.2010.4.05.8100 (Appendix to ACP 2009.81.00.016918-2)
a. Court 10
th
Federal Lower Court of the State of Cear
b. Instance First Instance
c. Filing Date December 11, 2009
d. Parties to the Proceeding Plaintiff: Federal Prosecution Office
Defendants: State Environment Superintendency SEMACE, State of
Cear, Porto do Pecm Gerao de Energia S.A., Pecm II Gerao de
Energia S.A., Brazilian Institute for Environment and Renewable Natural
Resources (IBAMA) and the Federal Government
e. Amounts, Goods or Rights
in Dispute
Land where Pecm I and II ventures are located, as well as their
environmental licenses.
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f. Principal Facts Public-interest civil action with request for provisional protection in order
to ensure the delimitation of Indigenous Land Anac in the area of the
Industrial and Port Complex of Pecm CIPP.
Previous statement filed on February 26, 2010, by Porto do Pecm
Gerao de Energia S.A. and Pecm II Gerao de Energia S.A.
Injunctions dismissed on April 7, 2010. An official letter was sent to the
National Infigenous Foundation FUNAI on April 28, 2010, for it to adopt
the measures needed to identify the ethnicity of the indigenous people.
Case records suspended for 90 days, given that an order was issued
determining the issuance of an official letter to FUNAI to inform the
existence of the Anac ethnicity in the area of the Complex. As per the
information provided by FUNAI, that it has not yet completed the
necessary measures to make such verification, on April 11, 2012 an order
was rendered determining the suspension of the proceedings for 90 days.
On August 31, 2012 an order was rendered determining that another
official letter be sent to FUNAI to inform of the existence of the Anac
ethnicity in the area of the Complex. On January 9, 2013 an order was
issued yet again, determining the suspension of the proceedings for 90
days. On December 17, 2012, the case records were sent to the judge.
g. Chances of Loss Possible
h. Analysis of the Impact if the
Case Is Lost
It is not possible to measure the real impact of a loss on the Companys
financial and equity condition, given that the amount in dispute has not
been established.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.


Provisional Remedy No. 2009.81.00.006337-9
a. Court 4
th
Federal Lower Court of Cear
b. Instance First Instance
c. Filing Date May 16, 2009
d. Parties to the Proceeding Plaintiff: Federal Prosecution Office
Defendant: State of Cear, Brazilian Institute for Environment and
Renewable Natural Resources (IBAMA), the Environment State
Superintendence and Porto do Pecm Gerao de Energia S.A.
e. Amounts, Goods or Rights
in Dispute
Environmental licenses granted to Porto do Pecm Gerao de Energia
S.A. for the installation of a thermoelectric power plant at an area located
within the Industrial and Port Complex of Pecm CIPP.
f. Principal Facts Provisional Remedy with request for provisional protection (assigned in
connection with Public-interest Civil Action No. 2008.81.00.012450-9) in
which the following is requested: (i) standstill of the installation works of
the Thermoelectric Power Plan; (ii) that the Environment State
Superintendence - SEMACE refrains from issuing any renewal of the
licenses already granted or any new environmental license for the
enterprise in question until the errors and omissions indicated by the
Federal Prosecution Office are corrected.
Previous defense and objection filed by Porto do Pecm, on May 06,
2008 and October 07, 2009, respectively. Provisional injunction dismissed
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51

on March 16, 2010. Against such decision, the Federal Prosecution Office
filed a bill of review on April 13, 2010, with a request of staying effects,
which was dismissed by a decision published on April 30, 2010. On
September 29, 2010, the appeal was dismissed. In the principal case, a
reply was filed on April 14, 2011. On May 11, 2011, an order was handed
down dismissing the request. On September 28, 2011, the Federal
Prosecution Office filed an appeal against such decision. The brief of
respondent of Porto do Pecm and the Environment and Renewable
Natural Resources - IBAMA and the Environment State Superintendence
-SEMACE was filed. On March 27, 2012, the case returned from the
Federal Prosecution office with a petition. On August 27, 2012, the case
was sent back to the Federal Regional Court of the 5
th
Region with the
brief or respondent to the appeal On December 11, 2012, the case was
sent to the judge to be held under advisement with the opinion of the
Federal Prosecution Office.
g. Chances of Loss Possible.
h. Analysis of the Impact if the
Case Is Lost
It is not possible to measure the real impact of a loss on the Companys
financial and equity condition, given that the amount in dispute has not
been established.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Public Civil Action No. 15.542/2007
a. Court 1
st
Lower

Court of the Public Treasury of So Lus / State of Maranho
b. Instance First Instance
c. Filing Date July 02, 2007
d. Parties to the Proceeding Plaintiff: State Prosecution Office of Maranho
Defendant: Itaqui Gerao de Energia S.A., State of Maranho, and EDP
Energias do Brasil S.A.
e. Amounts, Goods or Rights
in Dispute
Preliminary license of Itaqui anted by the Environment and Natural
Resources Office of the State of Maranho - SEMA
f. Principal Facts Public-interest civil action that requests the nullity of the preliminary license
for lack of presentation of the Environmental Impact Study and its
respective Environmental Impact Report EIA-RIMA.
Objections filed by Itaqui and EDP, on February 01, 2008 and May 26,
2009, respectively. On August 03, 2009, MPE filed its reply. On May 24,
2010, Itaqui filed a petition requesting that the case be dismissed without
prejudice. On April 07, 2011, EDP filed a petition requesting its exclusion
as defendant of the action. On September 20, 2011, a decision was
handed down that determined the connection of this action with Public-
interest Civil Action No. 26,458/2007 and scheduled a date for the initial
hearing and judgment. On January 13, 2012, a motion for clarification was
filed for. On February 08, 2012, after the petition requesting postponement,
the hearing was suspended and a term of 10 days was granted to each
party to represent on the preliminary questions. On April 11, 2012, the
records with the motion for clarification were sent to the judge to be held
under advisement. On November 12, 2012, an order was issued for the
scheduling of a hearing, but as the court went into recess this did not
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52

occur. The rescheduling of the hearing had not taken place until April 22,
2013. On July 18, 2013 the judge ordered the case records (including the
attachments) to be sent to the new Lower Court of General and Collective
Rights, recently implemented, thus ordering them to be written off from the
1
st
Lower

Court of the Public Treasury.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
No impact in view of the fact that the licensing proceeding was transferred
to the Environment and Renewable Natural Resources - IBAMA and new
and installation licenses were issued.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.


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53


Public Civil Action No. 26.458/2007
a. Court 1
st
Lower

Court of the Public Treasury of So Lus / State of Maranho
b. Instance First Instance
c. Filing Date November 22, 2007
d. Parties to the Proceeding Plaintiff: State Prosecution Office of Maranho
Defendants: Itaqui Gerao de Energia S.A. e Municpio de So Lus
e. Amounts, Goods or Rights
in Dispute
Certificate of use and occupancy of the soil of Itaqui
f. Principal Facts Public-interest civil action in which the suspension of the effects of
Municipal Decree No. 32.439/2007 is requested, which decree admits the
possibility of an installation of the Thermoelectric Power Plant in the
Industrial District of So Luis, as well as the certificate of use and
occupancy of the soil. Objections filed by Itaqui and by the Municipality of
So Lus on June 04, 2008 and August 05, 2009 respectively.
On September 20, 2011, a decision was handed down that determined the
connection of this case with Public-interest Civil Action No. 26,458/2007
and scheduled a date for the initial hearing and judgment. On January 13,
2012, a motion for clarification was filed. On February 08, 2012, after the
petition requesting postponement, the hearing was suspended and a time
of 10 days was granted for each party to represent on the preliminary
questions. On April 11, 2012, the records were sent to the judge for
advisement with the motion for clarification. On April 23, 2012, a decision
was handed down that dismissed the motion for clarification and scheduled
the initial hearing and judgment on June 27, 2012. The hearing was not
held because the court went into recess, and no new date had been set by
April 22, 2013. On April 15, 2013, a precatory letter was filed and the case
records were sent to the judge. On July 18, 2013, the judge ordered the
records to be sent (incljuding the attachments) to the new Lower Court of
General and Collective Rights, recently implemented, thus ordering them
to be written off from the 1
st
Lower

Court of the Public Treasury.
g. Chances of Loss Possible.
h. Analysis of the Impact if
the Case Is Lost
It is not possible to measure the real impact of a loss on the Companys
financial and equity condition, given that the amount in dispute has not
been established.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.


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54


Public Civil Action No. 2008.37.00.003564-6 (0003446-23.2008.4.01.3700)
a. Court 6
th
Federal Lower Court of the State of Maranho
b. Instance 1
st
Instance
c. Filing Date May 13, 2008
d. Parties to the Proceeding Plaintiff: Brazilian Institute for Environment and Renewable Natural
Resources - IBAMA, State Prosecution Office of Maranho and Federal
Prosecution Office
Defendants: State of Maranho and Itaqui Gerao de Energia S.A.
e. Amounts, Goods or Rights
in Dispute
Licensing of Itaqui
f. Principal Facts Public-interest civil action with provisional injunction in which the nullity of
all administrative acts carried out by the state environmental body with
regard to the environmental licensing process of Itaqui, as well as the
transfer of the licensing to the IBAMA is requested.
The provisional injunction was partially granted on May 26, 2008 to
determine the suspension of the works of the Thermoelectric Power Plant
until the question of the licensing jurisdiction is decided. A bill of review
was filed by Itaqui, on May 27, 2008. Decision handed down on June 03,
2008 that determined that the licensing studies and processes of the
Thermoelectric Power Plant pending before the State Environment Office -
SEMA be assessed by the Environment and Renewable Natural
Resources - IBAMA for the analysis of a possible use and continuation of
the licensing. On May 06, 2009, a petition was filed by Itaqui requesting
that the lawsuit be dismissed. The case was remanded to the 8
th
Federal
Lower Court. On April 20, 2012, a decision was handed down with the
examination of the merit granting the request in which the acts carried out
in connection with the environmental licensing before State Environment
Office - SEMA were declared null and Itaqui was sentenced to a positive
covenant consisting of the submission of the licensing request to the
IBAMA and to pay the attorneys fees, exclusively determined in favor of
the IBAMA in the amount of R$100,000.00. On May 07, 2012, we filed a
Motion for Clarification. Records held under advisement. On October 11,
2012, the Motion for Clarification filed by Itaqui was rejected. On
November 19, 2012 and December 11, 2012, Itaqui and the State of
Maranho filed their respective appeals. On July 24, 2013, it was ordered
that the Federal Public Prosecutors Office was to examine the case
records, to submit the counterarguments. On August 6, 2013, the records
were returned. On November 14, 2013 a decision was published which
accepted the appeal made by Itaqui and the State of Maranho, only in
relation to the remanding effects thereof, except in relation to the payment
of the loss of suit expenses.
g. Chances of Loss Possible. It should be noted that the purpose of the action is to transfer
authority to issue the license from the state to the federal body. The
company voluntarily restarted the process of obtaining the environmental
license from the federal body and obtained all the licenses necessary from
it (Preliminary License, Installation License and Operation License).
Accordingly, the Company believes that this action has lost its purpose,
and should therefore not be classified as a probable loss.
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55

h. Analysis of the Impact if
the Case Is Lost
Not applicable as the licensing proceeding was transferred to the
Environment and Renewable Natural Resources - IBAMA, which issued
new and installation licenses.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Public Civil Action No. 18069-24.2010.4.01.3700
a. Court 8
th
Federal Lower Court of the State of Maranho
b. Instance 1
st
Instance
c. Filing Date June 11, 2010
d. Parties to the Proceeding Plaintiff: Federal Prosecution Office
Defendants: Itaqui Gerao de Energia S.A. and Environment and
Renewable Natural Resources - IBAMA
e. Amounts, Goods or Rights
in Dispute
Environmental licensing of Itaqui
f. Principal Facts Civil action with request for provisional protection in which the Federal
Prosecution Office requests the declaration of nullity of the licenses issued
by the Environment and Renewable Natural Resources - IBAMA, which
authorize the installation of Itaqui. Itaqui filed its previous statement on July
29, 2010. On November 16, 2010, a decision was handed down dismissing
the request for provisional protection. Itaqui filed its objection on January
07, 2011. On April 28, 2011, a reply was filed by the Federal Prosecution
Office. On May 26, 2011, the records were returned by the Office of the
General Counsel of the Republic. On February 23, 2012, a decision was
handed down in which it was determined that a technical expert analysis
be conducted, summons of the Environment and Renewable Natural
Resources - IBAMA to provide, within 10 days, information on the question
whether or not the conditions for the installation licenses were met,
summons of the Environment and Renewable Natural Resources - IBAMA
and of Itaqui to provide, within 30 days, information on the implementation
of the monitoring station Joo Paulo and an implementation prognosis,
after producing expert evidence, determining the conduction of a public
hearing in the hearing room of the Judicial District for the testimony of
persons with experience and authority in the matter, including technicians
of the parties. On May 16, 2012, expert Andreia Pereira Amorim was
notified of the decision handed down that granted the conduction of a
technical analysis and the receipt of the records by the expert. On October
08, 2012, Itaqui filed a Motion for Clarification against such decision to
understand that the new expert analysis was not requested by the Federal
Prosecution Office and to request that the Judge explains his motivation
for the reversal of the burden of proof. On April 11, 2013, we filed
Couterarguments to the Motion for Clarification and the notice was
returned to the expert Andreia Pereira Amorim with its purpose fulfilled. On
April 19, 2013, the case records were sent to the judge. On September 20,
2013, our Motion for Clarification was rejected. On September 27, 2013 a
decision was published and the motion filed by the expert was attached
thereto. On October 10, 2014 Itaqui filed an interlocutory appeal. On
November 8, 2013 a notice was issued to the expert for her to file a motion
with her fee proposal.
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g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
There is no way of measuring the actual impact, in case of loss, to the
Companys financial and equity situation, due to the nature of the
proceeding.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.


Class Action No. 2009.37.00.006877-1 (6730-05.2009.4.01.3700)
a. Court 8
th
Lower Federal Court of the State of Maranho
b. Instance 1
st
Instance
c. Filing Date September 28, 2009
d. Parties to the Proceeding Plaintiff: Pedro Leonel Pinto de Carvalho
Defendants: Federal Government, Brazilian Institute for Environment and
Renewable Natural Resources - IBAMA, Municipality of So Luis, State of
Maranho, Itaqui Gerao de Energia S.A. and ENEVA S.A.
e. Amounts, Goods or Rights
in Dispute
Environmental licensing of Itaqui
f. Principal Facts Class action with injunction in which the nullity of the environmental
licensing process of the Thermoelectric Power Plant Porto do Itaqui,
transfer of jurisdiction to the Environment and Renewable Natural
Resources - IBAMA and the annulment of the of the authorization for
occupancy of urban soil granted by the Municipal Urbanism and Housing
Office of the Municipality of So Luis is requested. On September 30,
2009, the judged determined that the public authorities involved represent
on the injunction, which was done by the Environment and Renewable
Natural Resources - IBAMA and the Federal Government on October 13,
2009. On November 26, 2009, Itaqui entered a prior statement on the
injunction. The injunction was partially granted, upon which a bill of review
was filed by Itaqui. On April 26, 2011. The provisional protection of the
decision was granted on April 30, 2010. In the main records, Itaqui and
ENEVA filed their reply on June 22, 2010 and the Municipality of So Luis
on June 09, 2010. On November 25, 2013 a sentence was rendered,
which shelved the proceeding without prejudice. Plaintiff filed a motion for
clarificztion. On March 31, 2014 an order was issued ordering that the
defendants issue a statement regarding the motion filed by plaintiff. On
April 11, 2014, Itaqui filed its statement in reply to the motion filed by
plaintiff.
g. Chances of Loss Remote.
h. Analysis of the Impact if
the Case Is Lost
Not applicable as the licensing proceeding was transferred to the
Environment and Renewable Natural Resources - IBAMA, which issued
new and installation licenses.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are remote.

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57

Civil Action of Improbity No. 58.727/2013
a. Juzo Vara de Interesses Difusos e Coletivos do Maranho
b. Instance First Instance
c. Filing Date December 09, 2013
d. Parties to the Proceeding Plaintiff: State Prosecutors Office
Defendants: ITAQUI / Carlos Tadeu D Aguiar Palcio / Paulo Helder
Guimares de Oliveira
e. Amounts, Goods or Rights
in Dispute
Issuance of the certificate for the use of soil by Thermoelectric Power Plant
Porto do Itaqui
f. Principal Facts Civil Action of Improbity due to alleged acts of improbity performed in the
process of issuance of the certificate for the use of soil and occupancy by
Itaqui. On March 06, 2014 Itaqui filed its prior defense. Records sent to the
judge. On April 2
nd
, 2014, defendant Jos Pereira de Alencar filed his
reply, which was attached to the proceeding only on April 09, 2014. On
May 07, 2014 a sentence was rendered, which accepted this proceeding
and ordered the defendants to be served process, to issue their
statements. On May 21, 2014, Itaqui was duly served process.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
There is no way of measuring the actual impact, in case of loss, to the
Companys financial and equity situation, due to the nature of the
proceeding.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.


Civil Action of Improbity No. 58.934/2013
a. Juzo Vara de Interesses Difusos e Coletivos do Maranho
b. Instance 1
st
Instance
c. Filing Date December 09, 2013
d. Parties to the Proceeding Plaintiff: State Prosecutors Office
Defendants: ITAQUI / Antonio Carlos Coelho Jr / Giseli Zamberlan /
Joseildes de Sousa / Jos Pereira de Alencar / Othelino Nova Alves
e. Amounts, Goods or Rights
in Dispute
Prior license of Thermoelectric Power Plant Porto do Itaqui.
f. Principal Facts Civil Action of Improbity due to alleged acts of improbity performed in the
process of granting of the prior license of Itaqui. On February 26, 2014,
Itaqui filed its prior defense. Formal service of process on Itaqui is being
awaited.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
There is no way of measuring the actual impact, in case of loss, to the
Companys financial and equity situation, due to the nature of the
proceeding.
i. Provisioned Amount, in the Not applicable because the Company does not make provisions when the
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Case of Provision chances of loss are possible.

Preparatory Provisional Measure No. 0000279-66.2014.4.05.8100
a. Juzo 1 Vara Federal da Seo Judiciria do Cear
b. Instance 1
st
Instance
c. Filing Date December 09, 2013
d. Parties to the Proceeding Plaintiff: State Prosecutors Office
Defendants: Porto Do Pecm Gerao de Energia S.A. / Pecm II
Gerao de Energia S.A. / Semace / State of Cear / BNDES
e. Amounts, Goods or Rights
in Dispute
(i) Pecm I and II: 120-day suspension of any unloading activities by
Correia Transportadora; (ii) State of Cear and Seinfra: suspension of the
installation of new conveyor belts until it is proven, by means of an expert
examination, that the technical requirements to control environmental
damages have been reached; (iii) BNDES: suspension of any onlending of
funds for the purchase of new conveyor belts; and (iv) SEMACE:
suspension of the effects of the LO issued to Correia de Pecm for 120
days, as well as all environmental licensing processes of new belts.
f. Principal Facts A sentence was rendered, declaring the Federal Prosecutors Office to lack
standing to sue, for the filing of the action, and absolute incompetence of
the federal courts to judge the demand and, afterwards, an order was
issued for the remittance of the case records to the state courts. On March
07, 2014 and March 11, 2014 the Federal Public Prosecutors Office
(omission of decision regarding the presence of BNDES and competence
of the federal courts) and BNDES (to declare the federal courts to be
competent to judge the cause and acknowledge its lack of standing to be
sued) filed a motion for clarification, respectively. On April 1, 2014, an
order was issued, accepting the motion for clarification and ordering the
notification of the parties requested. On May 5, 2014 the statements made
in reply to the motion for clarification filed by the Federal Prosecutors
Office and BNDES were filed.
g. Chances of Loss Possible
h. Analysis of the Impact if
the Case Is Lost
There is no way of measuring the actual impact, in case of loss, to the
Companys financial and equity situation, due to the nature of the
proceeding.
i. Provisioned Amount, in the
Case of Provision
Not applicable because the Company does not make provisions when the
chances of loss are possible.

Labor Claims
On May 27, 2014, the Company and its subsidiaries were parties to 111 court labor claims and 28
administrative labor proceedings. The amount involved in court labor claims totals approximately
R$5 million, among the 111 proceedings, and the Company and its subsidiaries are plaintiffs in
none of them. There is no amount involved in administrative labor proceedings. In all proceedings,
the chances of loss range from possible to remote and, therefore, we did not record a provision for
these amounts. The subject matters of such proceedings and claims mainly involve requests for
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hazard pay, overtime, severance pay and fines according to Article 477 of the Consolidated Labor
Laws.
The administrative labor proceedings involve, for the most part, irregular working conditions on the
site, work on public holidays and the accuracy of labor documents. There are no specific amounts
involved in the administrative labor proceedings. The chances of loss are classified as possible for
all the proceedings, according to the assessment of our legal counsel responsible for handling
them.
Among the labor claims to which the Company and its subsidiaries are parties and in which the
claims are not subject to secrecy, the Company understands that there is none that is individually
relevant.

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4.4 - Non-confidential legal, administrative or arbitration proceedings the
opposing parties to which are managers, former managers, controlling
shareholders, former controlling shareholders or investors
On the presentation date of the Reference Form, there are no non-secret court, administrative or
arbitration proceedings in which the managers, ex-managers, parent companies, former parent
companies or investors of the Company are defendants.

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4.5 - Relevant confidential proceedings
On the presentation date of this Reference Form, the Company is not a party to any demand in
confidential proceedings in which the Company or its subsidiaries are parties, which has not been
disclosed in the previous items and that could impact the business of the Company and/or of its
subsidiaries in the event of a conviction.

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4.6 - Repetitive or related non-confidential legal, administrative or arbitration
proceedings that are collectively relevant
On the presentation date of this Reference Form, the Company was not aware of any action in
non-secret repetitive or related court, administrative or arbitration proceedings that are jointly
relevant.

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4.7 - Other Relevant Contingencies
There are no relevant contingencies other than those disclosed in item 4 of the Reference Form.

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4.8 - Regulations in the country of origin and in the country where the
securities are held in custody
(a) restrictions imposed to the exercise of political and economic rights
Not applicable, in view of the fact that the Company has its head office in Brazil and its securities
are being held in custody in the country.
(b) restrictions to the circulation and transfer of the securities
Not applicable, in view of the fact that the Company has its head office in Brazil and its securities
are being held in custody in the country.
(c) events of cancellation of registration
Not applicable, in view of the fact that the Company has its head office in Brazil and its securities
are being held in custody in the country.
(d) other matters of interest to the investors
Not applicable, in view of the fact that the Company has its head office in Brazil and its securities
are being held in custody in the country.

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5.1 - Description of the main market risks
The companys operations and those of its subsidiaries are subject to the following market risks
described below:
Credit risk
Credit risk arises from the possibility of the company and its subsidiaries incurring losses arising
from default by their counterparties or by depository or financial investment institutions. Failure to
perform the obligations undertaken by them may result in losses to the Company, given a potential
"replacement cost" of its cash flows, adversely affecting its business. Such risk may arise from
trading operations and cash management.
The companys maximum exposure to credit risk can be demonstrated by the balance of financial
applications.
As of December
31,2013
As of December
31,2012
As of December
31,2011
(in RS thousands)
Credit risk positions
Cash and cash equivalents 277,582 519,277 1,442,415
Securities - 3,441 9,437
Trade accounts receivable 294,396 21,345 21,898
Gains on derivative transactions 4,171 3,018 19,289
Subsidies receivable - CCC 30,802 42,178 29,445
Linked deposits 118,644 135,683 124,315
Consolidated creditor accounts 725,862 724,942 1,646,799

The amount of cash and cash equivalent is substantially represented by the checking account and
investment fund maintained with bank Ita S.A. and, in relation to the accounts receivable, its main
exposure is due to the possibility of the company incurring losses resulting from the difficulty to
receive future amounts.
Interest rate risk
Interest rate risk arises from the possibility of the Company and its subsidiaries incurring losses
resulting from volatility in interest rate on their financial assets and liabilities. Additionally, a risk
also exists of change in the interest rate structures associated with flows of payment of principal
and of debt interest.
As of the date of this Reference Form, the Company's and its subsidiaries outstanding loans and
financing were denominated in Reais and subject to floating rates, such as the Long Term Interest
Rate (TJLP), Interbank Deposit Certificate (CDI) rates and the Consumer Price Index (IPCA). Any
increase in interest rates may affect not only the cost of new loans to the Company, as well as its
current indebtedness costs, leading to increased financial expenses.
As of December 31, 2013 the consolidated debt of the Company and its subsidiaries totaled
R$6.211 billion, and was subject to interest rate variations that may increase our financing cost. Of
this amount, 39.38% were indexed to the TJLP rate, 8.16% were indexed to the IPCA rate,
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43.32% to the CDI rate and 9.14% were indexed to fixed rates. Accordingly, any increase in the
TJLP, IPCA or the CDI may increase our debts financial charges.
Exchange rate risk
Exchange rate risk arises from the possibility of fluctuations in the foreign currency exchange rates
used by Company and its subsidiaries when purchasing equipment and entering into financial
instruments. Accordingly, any depreciation in the Real may increase the cost of equipment
purchase and of part of our debt, thus affecting our financial condition.
The risk of fluctuations in the exchange rates to which the Companys assets and liabilities may be
associated are:

(a) Investment in fixed assets (capex)
Enevas consolidated power generation units have their revenue based on Reais. On the other
hand, a part of the investment made in fixed assets is paid in foreign currency, mostly U.S. Dollars
and Euro. In general, such payments have volumes and terms that do not require hedging
transactions structuring. The Company currently works in mapping out the payments in foreign
currencies by means of a history and future assessments, with the purpose of establishing an
average of the amounts and terms, thus ensuring the control of the related exchange exposure.
(b) Coal stock
In the formation of the coal stock for its thermoelectric power plants, the Company takes a long
position in the coal price that, for its turn, is determined in the international market in U.S. Dollars.
Consequently, the Company also takes a long position in Dollars, thus generating a mismatch
between its assets and liabilities. The exchange risk hedging transaction shall be structured
simultaneously, for the price of the commodity.
(c) Loans and funding
The Company has no material exchange exposure related to its financial liabilities resulting from
transactions made in foreign currency in its controlled companies. Enevas 50.00 million Dollar
loan is converted into Reais, adjusted by the DI, through a cross-currency swap transaction.
(d) Operations hedged by derivatives
Energia Pecm has an investment in capex (construction of the thermoelectric power plant), which
shall be made in the proportion of 75% with a long-term funding, partly in U.S. Dollars, and 25%
with the companys own capital. On July 10, 2009 the Company signed, with the Inter-American
Development Bank ("BID") and with National Bank for Economic and Social Development
("BNDES") the long-term funding agreements. In order to finance the capex for the period before
July 10, 2009 it was necessary to take out a bridge loan with Citibank, which was settled with the
funds resulting from said agreements.
Considering the fact that a large part of the investment is in U.S. Dollars and in Euro and that the
future revenue thereof will be based o Reais, derivatives were contracted for purposes of equity
protection. On April 1
st
, 2009 the Company adopted a hedge accounting methodology, the hedge
object item being the exchange variation of the long-term funding in U.S. Dollars made with BID.
The derivative designated for such relationship is a NDF due in October 2012 with a notional value
of US$ 327 million (US$ 163.5 million equivalent to 50% interest in Eneva S.A.). On September
25, 2012 such NDF underwent a rollover with a notional value of US$ 327 million and with due
dates between November 2012 and May 2015.
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Due to the fact that it is a hedge accounting classified as cash flow, the changes generated by the
exchange variation of the hedge derivative are directly accounted for in the net equity, in an equity
assessment adjustment account, such portion of the fair value of the derivative being considered
effective. The difference between the fair value and the exchange variation is the innefective
portion and, as a consequence, it is accounted for in the result.
On April 1
st
, 2011 the Company adopted a hedge accounting methodology, the hedge object item
of which is the LIBOR rate for the interest, for the repayment period pertaining to the long-term
funding in U.S. Dollars with BID. The derivative designated for such relationship is a float/fixed
term of the cash flow of the interest rate, due between October 2012 and October 2024, the
notional values of which pertain to the expectation of accrued disbursement of the long-term
interest with the BID.
Due to the fact that it is a hedge accounting classified as cash flow, the changes generated by the
variation of the MTM (marked-to-market), net of interest provisioned for until the base date, are
directly accounted for in the net equity, in an equity assessment adjustment account. The
difference between the fair value and the exchange variation is the innefective portion and, as a
consequence, it is accounted for in the result.
On December 31
st
, 2013 98.1% of the Companys consolidated debt and that of its controlled
companies, or R$6,093.37 billion were denominated in Reais and 1.9%, or R$117.15 million, were
denominated in a foreign currency.
Sensitivity analysis
This involves sensitivity analysis, as of December 31, 2013, for exchange variation (appreciation of
US dollar against the real) in derivative instruments related with the Companys original
transactions. The probable scenario refers to the fair value on the reference date. Results in the
scenarios show the book market value (with the original transaction and its related hedges) if the
risk factor were to assume the value of the scenario.


Sensitivity analysis for foreign
exchange exposure Risk
Sensitivity
analysis for
foreign exchange
exposure Risk
Sensitivity
analysis for
foreign exchange
exposure

In R$ thousands
Eneva S.A.
Cross-Currency Swap (hedge)
Depreciation
of Dollar 117.544 146.930 176.316
Loan in Dollars
Appreciation
of Dollar (117.544) (146.930) (176.316)


Liquidity risk
Liquidity risk is the risk that the company and its subsidiaries may find it difficult to comply with the
obligations associated with their financial liabilities that are settled with cash payments or other
financial assets. Therefore, we may not guarantee that there will be sufficient funds in cash or new
financing to pay the financial obligations and that funding will be available according to the project
needs.

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Consolidated 12/31/2013
(R$ thousands)
Up to 6
months
From 6 to
12 months
From 1 to 2
years
From 2 to
5 years
More than
5 years Total
Financial liabilities


Suppliers 331,216 - - - - 331,216
Related parties - - 306,545 - - 306,545
Loans and financing 676,967 2,570,541 1,079,040 1,324,391 2,696,265 8,347,204
Contractual withholding - 84,789 - - - 84,789
Debentures - 5,351 - - - 5,351
Derivative financial instruments 3,971 2,725 4,694 - - 11,390
Total by term 1,012,154 2,663,406 1,390,279 1,324,391 2,696,265 9,086,495

Price variation risk
The price variation risk is the risk exclusively associated to the coal that is included in the
Companys balance due to the formation of the stock for generation of power in the thermoelectric
power plants. The price of coal in stock is fixed and shall be converted into revenue by the
compensation of the power generation, pursuant to the rules of the Multi-Year Plan established by
the public administration. The period between the purchase of the cargo and the use thereof for
power generation consists of the risk of price variation carried by the thermoelectric power plant.

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5.2 - Description of the market risk management policy
(a) risks for which protection is sought
In their business the Company and its subsidiaries are subject to credit risk, interest rate risk,
exchange rate risk and liquidity risks. To minimize these risks, the company has policies and
procedures for managing these exposures and may avail itself of protection instruments, subject to
prior approval by the Board of Directors.
Credit risk
To mitigate credit risk, the company and its subsidiaries adopt the practice of analyzing the
financial and economic situations of their counterparties, as well as the ongoing monitoring of the
open positions.
With respect to financial institutions, the Company and its subsidiaries only enter into operations
with financial institutions with recognized reputation in the market and enjoying good ratings.

Additionally, the company has a Financial Investments Policy setting out the investment limits per
institution and taking into account the rating as a reference for limiting the amount invested. The
average terms are constantly assessed, as well as the indexes for the applications, for purposes of
diversifyig the portfolio. The benchmark used is the Contents RiskBank a reputable Brazilian
System for assessment and classification of banks and financial institution risks. The higher the
index, the lower the institution risk. The indexes for the last two quarters are shown in the table
below.

Bank Risk Rating
Em 31 de dezembro de
2013
Em 31 de dezembro de
2012
Bradesco Low long-term risk
11.09 11.23
BTG Pactual Low medium-term risk
11.23 11.27
HSBC Bank Brasil Low long-term risk
- 10.49
Ita Unibanco Low long-term risk
11.70 11.25
Santander Low medium-term risk
- 9.81
Citibank Low long-term risk
- 10.41
Votorantim Low medium-term risk
9.03 8.90

The Cash and Cash Equivalent amount is substantially represented by the checking account and
the investment fund maintained with bank Ita S.A. (a first-class bank). The main exposure of the
Accounts Receivable is due to the possibility of the Company incurring in losses resulting from the
difficulty to receive invoiced amounts. In order to decrease the risk of default and assist with the
management of such risk, the Company monitors the accounts receivable by making several
collection actions. In addition, the clients of the Company and/or its subsidiaries have entered into
agreements to secure the payment and strict fulfillment of obligations.
Interest rate risk
There is a financial risk associated to the fluctuating rates, which may increase the future amount
of the financial liabilities. The common risk is the uncertainty regarding the future interest market,
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which strips the foreseeability of the payment flows. In scenarios of loss, the structure in terms of
interest goes up, increasing the amount of the liability. As an alternative, the company may also
have its liabilities reduced, in the scenarios of decrease of rates.
ENEVA and its controlled companies have over 90% of their liabilities indexed to the fluctuating
interest market, in the segment of interbak deposits (DI) and the BNDES long-term interest rate
(TJLP), and in the inflation market with the adjustment given by the IPCA index.
The debt adjusted by the interbank deposit rate - DI is allocated in the short term. Out of the 2.76
billion Reais, 76.71% shall be setled by the end of 2014 and the remainder by the first semester of
2015. Therefore, the volatility associated to such risk factor is substantially reduced.
The facilities with BNDES, adjusted by indexes IPCA and TJLP which also contain a strong
inflation component are part of a differentiated segment of credit with low volatility associated
and, therefore, low likelihood of abrupt changes to the rates. Due to the fact that it is a specific
segment, one must be careful with the making of inferences and hypotheses present in statistical
models, in an attempt to map out and make forecasts regarding such market, for the quantification
of related hypothetical losses. In addition, thr assets of the companies, represented by their
revenues, shall also be adjusted by the same rates, which fact substantially decreases the
mismatch between the rates of assets and liabilities.

Exchange rate risk
The Company works to manage currency risk management within the consolidated environment of
its companies, so as to identify and resolve the risks associated with the oscillation of the value of
the currencies associated with global assets and liabilities. The goal is to identify or create natural
hedges, taking advantage of the synergy between the transactions of the companies controlled by
the Company, The idea is to minimize the use of hedge derivatives by managing foreign exchange
risk on the net exposure. Derivative instruments are used in cases where it is not possible to use
the natural hedge strategy.
Considering that the revenues of the Company and its subsidiaries will be denominated in Reais,
while a large part of investments in fixed assets (Capex) is denominated in US dollars and in
Euros, a portion of the investments in foreign currency is being financed in dollars at international
interest rates (Libor). In addition, the price of the raw material for the (coal-fuel) thermoelectric
plants is established on the international market, in dollars. Within this context, the level of
exposure of the assets and liabilities is permanently evaluated against the possible needs
protection.
To minimize the impact of currency mismatches, the Company and its subsidiaries, in relation to
the investment in fixed asset (Capex), work in mapping out the payments in foreign currencies
by means of history and future assessments, with the purpose of establishing an average of the
amounts and terms, thus ensuring the control of the related exchange exposure. In relation to the
formation of coal stock, the Company is studying mechanisms of protection against market risks
associated to the purchase of coal.
In addition, the Company and its controlled companies held hedging transactions with NDF (Non
Deliverable Forward) instruments, which consist of negotiating forwards without physical delivery
of the currency. The volume of protection taken out mirrors the payment flows of the original
contract. For this type of transaction there is no margin requirement.
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It is worth noting that the hedge policy of the company and its subsidiaries prohibits any kind of
speculative leveraging. The volumes of protection contracted out also respect their level of
exposure, observing at all times best market governance practices.
As part of the policy adopted by the Company and its subsidiaries, daily calculations are made of
the maximum potential loss on their derivative transactions, based on statistical techniques that
enable the assumed exposure to be controlled.
Swap Transaction for the hedging of a debt in U.S. Dollars and adjusted by Libor USD. The debt
was exchanged into Reais and ajusted by CDI.
12/31/2013 12/31/2012





Due Date Notional Asset Liability MTM Notional MtM
ENEVA SA
LiborUSD | DI
Citibank 09/27/2017
101,250 117,544 101,894 15,650 101,250 840
Total Swap
101,250 117,544 101,894 15,650 101,250 840

Hedging transaction against exchange variation resulting from a debt transaction in U.S. Dollars.

12/31/2013 12/31/2012





Due Date
Notional
USD
MTM
Notional
USD
MtM
ENEVA SA
Long position USD
Morgan Stanley 04/01/2014
59.207 4.171 - -
Total USD
59.207 4.171 - -


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5.3 - Significant changes in key market risks
Until the date of this Reference Form, there were no changes to the market risks identified by the
Company, nor changes to the risk management policy over the last fiscal year.

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5.4 - Other relevant information
There is no other information that the Company deems relevant in relation to item 5, which has not
been disclosed in the other items of this Reference Form.


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6.1 / 6.2 / 6.4 - Organization of the issuer, duration and date of registration with
the CVM
Date of Organization of Issuer 04/25/2001
Issuers Form of Organization Joint-stock corporation.
Country of Organization Brazil
Duration Period Indeterminate Term of Duration
Date of Registration with the CVM 12/07/2007


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6.3 - Brief history
ENEVA started its activities on April 25, 2001, with the incorporation of MPX Minerao e Energia
S.A., a company intended to operate in the power generation industry. Although it has been
recently incorporated, the Company has relied on the experience of its shareholders in the
performance and funding of large projects.
On October 16, 2007, Thermal Power Plant Porto do Pecm (Energia Pecm or Pecm I), a
50/50 partnership between ENEVA and EDP - Energias do Brasil S.A. (EDP), with a 720 MW
installed capacity, traded 615 MW on average at the A-5 auction, for 15 years, generating a yearly
revenue of approximately R$ 417.4 million (base: Jan/07), indexed to the IPCA (National Extended
Consumer Price Index - IBGE) inflation index. At the same auction, the Thermal Power Plant Itaqui
(Itaqui) traded 315 MW on average, ensuring a fixed revenue for 15 years, generating a monthly
revenue of R$220.7 million (base:Jan/07), also indexed to the IPCA.
In December, 2007, ENEVA issued 1,903,743 common shares at the price of R$1,006.63 each
share, which started to be traded on the Novo Mercado segment of BM&FBOVESPA S.A.
Brazilian Mercantile and Futures Exchange (BM&FBOVESPA) on December 14, 2007. In
January, 2008, the option for subscription of a supplementary lot of 118,261 common shares was
exercised at the same price. The closing of the public offering took place on January 17th, 2008,
and considering the supplementary shares, a total of 2,022,004 shares were made available in the
market, which resulted in R$2.0 billion raised.
On September 30, 2008, 360 MW UTE Porto do Pecm II (Pecm II), of 360MW, a 100%
ENEVA project, sold 276 MW on average at the new energy auction A-5, held by the Electricity
Trading Chamber (CCEE) for supply agreements with duration of 15 years. The PPA (Power
Purchase Agreement), has a 15 year term and ensures an annual fixed revenue of R$207.0 million
(base: Jan/08), indexed to the IPCA.
The three above mentioned energy sales agreements provide for an integral transfer of fuel costs,
including the impact of exchange fluctuation, to the energy price.
On May 8, 2009, the Company launched the Level I Global Depositary Receipts Program, under
the MPXEY code, with Banco Ita S.A. as a custodian institution and Bank of New York Mellon
as a depositary institution of said receipts, which is currently traded under code ENEVY.
On September 24, 2009, ENEVA signed a Memorandum of Understanding with leo e Gs
Participaes S.A. (OGPar), new corporate name of OGX Participaes S.A., formalizing the
intent to acquire 33.3% of the shares OGPar acquired in seven land exploration blocks in the
Parnaba Basin, namely PN-T-48, PN-T-49, PN-T-50, PN-T-67, PN-T-68, PN-T-84 and PN-T-85.
As published in ANPs site on that date, OGPar acquired 70% of the Blocks. Said shares were
acquired from Petra Energia S.A., which remains with 30%.
Additionally, ENEVA and Petra Energia S.A. signed a Partnership Agreement to develop integrated
thermal electric generation projects using the natural gas produced in the Blocks. The Agreement
sets forth that ENEVA shall have a 70% share in the Projects, and the remaining 30% belong to
Petra Energia S.A., with an interest transaction.
On April 27, 2010, ANP approved the transfer of 70% of the rights and obligations referring to
seven land exploration blocks in the Parnaba Basin, in the countryside of the state of Maranho
(Blocks), held by leo e Gs Participaes S.A. (OGPar), former name of OGX Participaes
S.A. to Parnaba Gs Natural S.A., new name of OGX Maranho Petrleo e Gs Ltda. (Parnaba
Gs Natural), a specific purpose company in which ENEVA and OGPar held, at the time, 33.3%
and 66.7% of the share capital, respectively.
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On November 22, 2010, ENEVA acquired the project of the Seival Thermoelectric Power Plant
(Seival), which has an Installation License for 600 MW of mineral coal in the municipality of
Candiota, State of Rio Grande do Sul.
On March 10, 2011, ENEVAs controlling shareholder at the time, Mr. Eike Batista, jointly with
BNDESPAR and GIF Gesto de Investimentos e Participaes Ltda., through one or more of their
managed funds (Gvea Investimentos), subscribed convertible debentures at a total amount of
approximately R$ 1 bilho.
In May 2011, the tradeability of two natural gas fields operated by affiliate Parnaba Gs Natural at
the Parnaba Basin was declared.
The capitalization of ENEVA through the subscription of convertible debentures was approved in
June 2011, by the anchor participants of the transaction, Gvea Investimentos Ltda. (Gvea),
through one of its managed funds, ENEVAs controlling shareholder at the time, Mr. Eike Batista,
and BNDESPAR. With the issuance of R$1.4 billion in convertible debentures, the Companys
investment capacity was reinforced.
In June 2011, a Term of Commitment was signed between ENEVA and the Bertin Group for the
acquisition of projects with power contracted in the A-5 auction held in 2008, totaling 450 MW on
average. In August, 2011, the board of the National Electricity Agency (ANEEL) approved the
transfer of authorizations of the thermal electric plants UTE MC2 Joo Neiva S.A. and UTE MC2
Joinville S.A. (together, Parnaba I) from Bertin Energia e Participaes S.A. (Bertin) to
ENEVA, in addition to approving the changes in location and technical characteristics of Parnaba
I, thus implementing the acquisition of energy agreements of Grupo Bertin by ENEVA.
In that same month, regarding the Parnaba Thermal Complex, the thermal electric power plant
UTE Parnaba II (Parnaba II), with an installed capacity of 517 MW - to be installed in the
Complex - was the winner in the new energy auction A-3, held on August 17, 2011. The beginning
of the plants commercial operations shall be delayed until the second semester of 2014.
To implement the abovementioned natural gas thermal plants in MPX Parnaba Thermal Complex,
ENEVA signed engineering, construction, and assembly agreements with the Spanish companies
Duro Felguera and Initec Energia S.A.
In September, 2011, ENEVA acquired, through its affiliate 50% of the shares in land exploration
block PN-T-102 in the Parnaba Basin, together with the companies (Consortium) Imetame
Energia S.A., DELP Engenharia Mecnica Ltda. e Orteng Equipamentos and Sistemas Ltda.,
which remain with a share of 16.67%, 16.665%, and 16.665%, respectively, in the block. Parnaba
Gs Natural has become the operator of this block, together with this Consortium, which has
already been operating with good results for some years in several basins in Brazil. With this
additional concession, Parnaba Gs Natural holds now shares in eight land exploration blocks in
the Parnaba Basin, with a total area larger than 24,500 km.
Also in November, the Office of Environment and Natural Resources of the State of Maranho
(SEMA) issued an Installation License for the additional capacity of 1,859 MW at Parnaba
Thermal Complex, with total capacity of 3,722 MW with LI in the region. In December, Parnaba
Gs Natural obtained a Preliminary License for production of natural gas in the Gavio Real and
Gavio Azul fields, in the Parnaba Basin.
In the same month, the Company announced its intention to form a joint venture with E.ON SE,
one of the largest private power and gas companies in the world, according to Forbes, with the aim
of leveraging significant supplementarities of both companies to accelerate growth and develop a
bigger and more profitable power project. In April 2012, the definitive documents were signed for
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this operation, through which ENEVA raised R$1.0 billion through a capital increase subscribed by
DD Brazil Holdings S.A.R.L, an E.ON SE subsidiary. After such increase, E.ON achieved an 11.7%
share in ENEVA.
Also in May 2012, 99.6% of the debentures were converted into ENEVA shares. Then the mining
assets in Colombia were segregated, and the spun off portion was transferred to a new Company
listed on Novo Mercado of BM&FBOVESPA, CCX, which began trading independently on May 25
2012.
In August 2012, ENEVA, through ENEVA Participaes S.A., signed an Agreement for the
acquisition of Wind Complexes Jandara, Pedra Preta I and Pedra Preta II, together, Projeto
Ventos with 600 MW total capacity.
On December 1, 2012, Energia Pecm received authorization from ANEEL to start commercial
operation of the first generating unit with an installed capacity of 360 MW.
On January 19, 2013, the first turbine of Parnaba I TPP (Paranaba I), with an installed capacity
of 169 MW, was first synchronized with the National Interconnected System (SIN).
On February 1, 2013, Parnaba I received authorization from ANEEL to start commercial operation
of the first turbine (out of a total of four), with an installed capacity of 169 MW.
In the same month, Itaqui received authorization from ANEEL to start commercial operation with
an installed capacity of 360 MW.
On February 20, 2013, Parnaba I received authorization from ANEEL to start commercial
operation of the second turbine with an installed capacity of 169 MW and on March 29, 2013, it
received authorization to begin commercial operation of the third turbine with an installed capacity
of 169 MW. On April 12, 2013, Parnaba I received authorization from ANEEL to start commercial
operation of the fourth turbine, also with installed capacity of 169 MW. Parnaba I reached thus its
total installed capacity of 676MW.

On March 2013, Mr. Eike Fuhrken Batista and E.ON SE signed an Investment Agreement. E.ON
SE, through its subsidiary DD Brazil Holdings S.A.R.L, acquired an interest of 24.47% of its share
capital. Additionally, E.ON SE and Mr. Eike Fuhrken Batista entered into a shareholders
agreement that regulates, among other matters, the exercise of voting rights and restrictions on
transfers of shares in our Company. For additional information on the Shareholders Agreement,
see item 15 of this Reference Form.

In October 2013, Parnaba III started the commercial operations of its first generation unit, with a
capacity of 176 MW.
On April 26, 2013, ENEVA informed the market that together with ENEVA Participaes S.A. and
Petra Energia S.A., executed an agreement with Kinross for implementation of a natural gas-
fueled thermal project (Parnaba IV). In December 2013, Parnaba IV started its commercial
operations, in compliance with the agreement, with 56MW.
On July 3
rd
, 2013, ENEVA informed the market of the Companys share capital increase, at the
amount of R$800 million, within the Companys authorized capital limit, by means of a private
capital increase observing the right of first refusal of the Companys shareholders.
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On October 31, 2013, ENEVA informed the market that, together with Cambuhy Investimentos
Ltda., DD Brazil Holdings S.a.r.l., OGX Petrleo e Gs Participaes S.A. and some of its
affiliates, it entered into a subscription agreement and other covenants, by means of which they
agreed to invest in Parnaba Gs Natural S.A. ENEVA, E.ON and Cambuhy entered into a new
shareholders agreement, the effectiveness of this was subject to the implementation of the capital
increase.
On January 24, 2014 ENEVA informed the market that the 15
th
Federal Lower Court of the Federal
District granted an injunction to the subsidiaries of Pecm I and Itaqui, suspending the payments
due to unavailability of the power plants, ascertained according to the hours worked.
On May 12, 2014 ENEVA informed the market that it shall promote a private capital increase, of up
to R$1,500,000,000.00 in 2 stages. Additionally, a long-term funding to Pecm II shall be granted
by the financial institutions, subject to the obtainment of consents and approvals under ENEVAs
financial agreements in force. On that same date and subject to certain conditions precedent, the
financial institutions undertook to (a) loan to ENEVA, as a bridge loan, the amount to be repaid
with the use of the funds from the long-term funding of Pecm II; (b) grant a restructuring of
ENEVAs indebtedness and that of its subsidiaries; and (c) extend the maturity term of the loans
still existing for ENEVA, for 5 years.
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6.5 - Major corporate events relating to its issuer, subsidiaries or affiliates
EDP Energias do Brasil S.A.
a) and b) Event and Main Business Conditions
On October 14, 2011, the Company and EDP entered into the Share Purchase Agreement by
means of which the Company sold EDP 50% of the shares representing the voting capital and
100% of the shares of Porto do Pecm Transportadora de Minrios S.A. for the total amount of
R$500.00, paid via electronic cash transfer TED.
c) Companies involved
ENEVA S.A., EDP Energias do Brasil S.A. and Porto do Pecm Transportadora de Minrios S.A.
d) Relevant Effects of the Operation on the Shareholding Structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers

No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.

e) Shareholding Structure Before and after the Operation

The transaction is reflected in the table below:
Porto do Pecm Transportadora de Minrios S.A.
Before ENEVA EDP
100% 0%
Afterwards ENEVA EDP
50% 50%

The transaction did not result in any change to the shareholding structure of the Company.
Eneva Participaes S.A.
a) and b) Event and Main Business Conditions
On April 17, 2012, the Company entered into definitive agreements with E.ON SE, relating to the
setting up of a 50:50 joint venture under the name Eneva Participaes S.A. (Eneva
Participaes), which was completed on May 25, 2012, as well to the raising of
R$1,000,000,063.00 subscribed almost in its entirety by E.ON to obtain interest in the amount of
11.7% in ENEVA. The purpose of the joint venture is the exclusive development of new power
generation projects in Brazil and Chile, as well as the development of certain thermal and
renewable power projects of the enterprise portfolio already held by ENEVA in those countries that
were transferred to the joint venture at book value. In that line, on May 24, 2012, DD Brazil
Holdings S.A.R.L, a subsidiary of E.ON SE, joined MPX E.ON, and the Company transferred the
corporate interest in its subsidiaries as covenanted in the definitive agreements.
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Also on May 24, 2012, the partial spin-off of the Company, followed by the merger of the spun-off
portion of its net equity into CCX Carvo da Colmbia S.A. was approved in a Special
Shareholders Meeting. On the same occasion, the amendment to the Bylaws of the Company, due
to the capital reduction resulting from the partial spin-off, without the cancellation of shares, was
also approved.
c) Companies involved
ENEVA S.A., E.ON SE, DD Brazil Holdings S.A.R.L. and Eneva Participaes S.A.
d) Relevant Effects of the Operation on the Shareholding structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers
Because of the operation mentioned, Mr. Eike Fuhrken Batistas shareholding decreased to 53.9%
and simultaneously, E.ON became the holder of 11.7% of the Companys capital stock.

e) Shareholding Structure Before and after the Operation
Below, the shareholding structure of the Company before and after the spin-off of ENEVA, creation
of the joint venture and capital increase:
Before:










~72% ~28%
EIKE
BATISTA
Free
Float
Seival Coal
Mine
Parnaba
Natural Gas*
50% 100% 100% 51%
100% 100% 100% 100%
Sul & Seival
TPP
Castilla
Supply &
Trading
100%
70%
33%
Tau Solar
100%
Parnaba II Au
Amapari
Energia
Itaqui Pecm II Pecm I
*70% - Natural Gas Exploration Blocks in the Parnaba Basin
Parnaba I
70%
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Afterwards:

Acquisition of Wind Farm
a) and b) Event and Main Business Conditions
In July of 2012, Eneva Participaes S.A. acquired from CSRX Energias Renovveis Ltda. 100%
of the total capital stock of each one of the 23 SPEs founded for the development of the wind
farms Jandara, Pedra Preta I and Pedra Preta II, with a total capacity of 600 MW (Wind Farms).
The agreement also includes an option to acquire a project expansion, with an additional capacity
of 600 MW, to be exercised by May 31, 2013. The purchase price was R$37,000.00 per installed
MW, corresponding to a total amount of R$22.2 million for the initial 600 MW. Additionally, the
agreement sets forth the payment of royalties in the amount of R$1.30 per commercialized MWh
for the power supply period, up to the maximum limit of 20 years. The same terms will apply for the
project expansions, in the event the Company opts to exercise the option.
c) Companies involved
MPX E.ON Participaes S.A. and CSRX Energias Renovveis Ltda.
d) Relevant Effects of the Operation on the Shareholding Structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers

No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.

e) Shareholding Structure Before and after the Operation

Exploration
Blocks of
Natural Gas in
Parnaba Basin
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23 Wind Energy SPEs Wind Farm Project
Before ENEVA Participaes CSRX
0% 100%
Afterwards ENEVA Participaes CSRX
100% 0%

Below the organization chart of the project:














Investment Agreement between Eike Fuhrken Batista and E.ON SE
a) and b) Event and Main Business Conditions
On March 27, 2013, Mr. Eike Fuhrken Batista and E.ON SE entered into an Investment
Agreement. After verifying all conditions precedent provided for in the Shareholders Agreement,
on May 29, 2013, E.ON SE, through its subsidiary DD Brazil Holdings S.A.R.L, acquired
141,544,637 shares issued by the Company and held by Mr. Eike Fuhrken Batista and by certain
shareholders of ENEVA, holding purchase options for shares issued by ENEVA representing
24.47% of its share capital. Additionally, E.ON and Mr. Eike Fuhrken Batista entered into a
shareholders agreement that governs, among others, the exercise of the voting rights and transfer
restrictions to shares in our Company.
Within the scope of the transaction above, the Company filed, on May 31, 2013, before the
Brazilian Association of Financial and Capital Market Entities ANBIMA the request for prior
analysis for the registration of a public offer of shares issued by the Company, the amount of which
totals at least R$1.2 billion, with a firm guarantee of placement of the entirety thereof for the price
of R$10.00 per share. Once the public offer has been completed, the merger of Eneva
DD Brazil

Holdings S..r.l.
SPEs Ventos*
100%
Eneva
Participaes
S.A.
ENEVA S.A.
50%
50%
* Wind Farm Algaroba Ltda.
Wind Farm Asa Branca Ltda.
Wind Farm Boa Vista I Ltda.
Wind Farm Boa Vista II Ltda.
Wind Farm Boa Vista III Ltda.
Wind Farm Bonsucesso Ltda.
Wind Farm Bonsucesso II Ltda.
Wind Farm Milagres Ltda.
Wind Farm Morada Nova Ltda.
Wind Farm Ouro Negro Ltda.
Wind Farm Pau Branco Ltda.
Wind Farm Pau DArco
Wind Farm Pedra Branca Ltda.
Wind Farm Pedra Rosada Ltda.
Wind Farm Pedra Vermelha I Ltda.
Wind Farm Pedra Vermelha II Ltda.
Wind Farm Santa Benvinda I Ltda.
Wind Farm Santa Benvinda II Ltda.
Wind Farm Santa Luzia Ltda.
Wind Farm Santo Expedito Ltda.
Wind Farm So Francisco Ltda.
Wind Farm Ubaeira I Ltda.
Wind Farm Ubaeira II Ltda.
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Participaes into the Company, at the equity value, shall be submitted to the approval of the
shareholders.
c) Companies involved
Eike Fuhrken Batista, E.ON SE and DD Brazil Holdings S.A.R.L.
d) and e) Relevant Effects of the Operation on the Shareholding structure, especially on the
share of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock,
and of the Issuers Managers and Shareholding Structure Before and after the Operation
The transaction resulted in the following change to the shareholding structure of the Company:
Shareholding structure before the transaction:








Shareholding structure after the transaction:






Acquisition of Mabe Brasil Ltda.
a) and b) Event and Main Business Conditions
On March 27, 2013, the Company informed the market that, together with EDP and in equal
proportions, it had completed the acquisition of 100% of the shares of MABE Brasil Ltda., a
consortium made up of the companies Maire Tecnimont SpA and Grupo Efacec, with regard to the
11,7% 53,5%
EIKE
BATISTA
FREE
FLOAT
MPX-E.ON
34,8%
50% 50%
36,2% 23,6%
EIKE
BATISTA
Other
40,2%
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management of the works of Pecm, Itaqui and Pecm II, for the symbolic amount of R$1.00.
c) Companies involved
ENEVA S.A., EDP Energias do Brasil S.A. and MABE Brasil Ltda.
Relevant Effects of the Operation on the Shareholding structure, especially on the share of
the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers
No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.
e) Shareholding Structure Before and after the Operation
MABE Brasil Ltda.
Before ENEVA EDP Consortium Maire e
Efacec
0% 0% 100%
Afterwards ENEVA EDP Consortium Maire e
Efacec
50% 50% 0%

Acquisition of Parnaba III
a) and b) Event and Main Business Conditions
On April 5, 2013, ENEVA informed the market that it had completed the acquisition of the entire
capital stock of Parnaba III by the Company, Eneva Participaes and Petra Energia S.A. On
March 26, 2013, the authorization of the Mining and Energy Ministry for change of fuel and transfer
of the Enterprise to a new location was published. Parnaba III started its commercial operations at
its first generation unit in October, 2013 with a capacity of 176 MW. The additional capacity shall
supply the contracts of Parnaba III, which contrated the sale of power at the 2008 Nova A-5
Power Auction, as CCEARs, totaling an average of 98 MW, at a price of R$ 189.9/MWh, and
which may receive an annual fix income of R$93.5 million (both amounts on the base date of
November 2012), provided that the applicable agreement provisions are complied with by the
parties. The CCEARs have a validity of 15 years, starting in 2013.
c) Companies involved
ENEVA S.A., Eneva Participaes S.A. and Petra Energia S.A.
d) Relevant Effects of the Operation on the Shareholding Structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers

No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.

e) Shareholding Structure Before and after the Operation
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85

The shareholding structure of the Company was not changed due to this operation. The only
change was an increase in the indirect interest of the Company in Parnaba III.
The structure below illustrates the current shareholding structure of Parnaba III:


















Partnership with Kinross
a) and b) Event and Main Conditions of the Business
On April 24, 2013, the Company, jointly with Eneva Participaes and Petra, signed a contract with
Kinross to implement a natural gas thermal project, with installed capacity of 56 MW, to be
installed in the Parnaba Basin, state of Maranho. The annual value of the agreement is
approximately R$54 million.
c) Companies involved
ENEVA S.A., Eneva Participaes S.A., Petra Energia S.A. and Kinross Brasil Minerao S.A.
d) Relevant Effects of the Operation on the Shareholding structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers
No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.

Eneva
Participaes
50%
50%
Parnaba III
(Nova
Vencia)
Parnaba
Participaes
70%
50% 50%
30%
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86

e) Shareholding structure Before and after the Operation
The transaction did not result in any change to the shareholding structure of the Company.

Assignment of Onshore Exploration Blocks by leo e Gs Participaes S.A. (OGPar),
current name of OGX Participaes S.A.
a) and b) Event and Main Business Conditions
In May 2013, ENEVA informed the market that it had signed an agreement with leo e Gs
Participaes S.A. (OGPar), current name of OGX Participaes S.A., the subject matter of
which is the assignment to ENEVA of a 50% interest in the PN-T-168, PN-T-153, PN-T-113, and
PN-T-114 onshore exploration blocks (Blocks), located in the Parnaba Basin, acquired by
OGPar at the 11th Bidding Round held by the Brazilian Petroleum, Natural Gas and Biofuels
Regulatory Agency (ANP), on May 14, 2013. ENEVA will acquire a 50% interest in the Blocks
under the same terms offered by OGX at the ANPs 11th Bidding Round. The purchase price paid
by ENEVA, therefore, will be equivalent to half of the signing bonus and other exploration and
development commitments made in the proposals submitted by OGX to ANP. The assignment,
which is the subject matter of the Agreement, shall be submitted to ANPs approval as soon as the
Block concession contracts are signed.
c) Companies involved
ENEVAS.A. and leo e Gs Participaes S.A.
d) Relevant Effects of the Operation on the Shareholding structure, especially on the share
of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock, and of
the Issuers Managers
No relevant effects were observed on the shareholding structure of the Company, or on the shares
of Controlling Shareholders and shareholders with over 5% of the capital stock of the Company
and of its managers.

e) Shareholding structure Before and after the Operation
The transaction did not result in any change to the shareholding structure of the Company.
Investments by E.ON and Cambuhy in Parnaba Gs Natural
a) and b) Event and Main Business Conditions
On October 30, 2013 a subscription agreement and other covenants was entered into with
Cambuhy, DD Brazil, OGPar and certain of their affiliates, through which, under the terms and
conditions set forth, Cambuhy and E.ON agreed to invest in Parnaba Gs Natural the total
amount of R$250,000,000.00. The investment shall be made upon a capital increase of Parnaba
Gs Natural, in which Cambuhy shall subscribe the amount of R$200,000,000.00 and E.ON shall
subscribe the amount of R$50,000,000.00. After the capital increase, Cambuhy and E.ON shall
hold, respectively, an interest in Parnaba Gs Natural of 36.36% and 9.09%, OGPar shall hold an
interest of 36.36% and ENEVA shall hold an interest of 18.18%.
c) Companies Involved
Cambuhy Investimentos Ltda., DD Brazil Holdings S.a.r.l, leo e Gs Participaes S.A., ENEVA
S.A.
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d) and e) Relevant Effects of the Operation on the Shareholding structure, especially on the
share of the Controlling Shareholder, of the Shareholder with over 5% of the Capital Stock,
and of the Issuers Managers
This operation resulted in the following change to the Companys shareholding structure:
Shareholding structure before the operation:


Shareholding structure after the operation:







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6.6 - Information of filing for bankruptcy on the basis of relevant amount or
judicial or extrajudicial reorganization
Until the date of this Reference Form, no bankruptcy or judicial or extrajudicial reorganization has
been filed against the Company.

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6.7 - Other Relevant Information

There is no information that the Company deems relevant with regard to Item 6 other than the
information disclosed in the other items of this Reference Form.

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7.1 - Description of the activities of the issuer and its subsidiaries
We are a diversified energy company with supplementary business in electrical energy generation
and natural gas exploration and production in South America. Our current energy generation basis
is focused on thermal sources (mineral coal, natural gas and diesel) and we have also been
developing supplementary sources, such as solar energy and wind generation projects. This
diversification is particularly strategic for the Brazilian energy matrix, which is strongly dependent
on hydraulic generation.
We currently hold an interest in five power plants, fully owned by us or through partnerships,
already in operation, located in the states of Amap, Cear and Maranho, totaling an installed
capacity of 1,780 MW:
Energia Pecm: located in the municipality of So Gonalo do Amarante, state of Cear,
Energia Pecm is a 50/50 partnership between ENEVA and EDP. Energia Pecm uses
mineral coal brought from the Port of Pecm and has two generation units with installed
capacity of 360 MW each. The first unit started operating commercially in December 2012
and the second one in May 2013. At the A-5 new energy auction, held in October 2007, the
plant contracted 615 MW on average, for a period of 15 years, which will enable receipt of
annual fixed revenue of up to R$600.3 million (base date: November 2013), indexed to the
IPCA (provided that the applicable agreement provisions are complied with by Energia
Pecm and by energy purchasers), and a variable revenue to cover (fuel, operating and
maintenance) costs incurred upon dispatching of the plant by the National System
Operator (ONS).
Itaqui: located in the Industrial District of So Lus, state of Maranho, Itaqui is a mineral
coal-fuel thermal plant wholly owned by our Company, with installed capacity of 360 MW.
Itaqui contracted the sale of 315 MW on average, for a period of 15 years, at the A-5 new
energy auction held in October 2007, which will enable receipt of annual fixed revenue of
up to R$317.3 million (base date: November 2013), indexed to the IPCA (provided that the
applicable agreement provisions are complied with by Itaqui and by energy purchasers).
The energy supply agreement additionally sets forth a variable revenue to cover (fuel,
operating and maintenance) costs incurred upon dispatching of the plant by the National
System Operator (ONS). Itaqui started operating commercially in February 2013.
Parnaba I: located, in the Parnaba Basin, in the city of Santo Antnio dos Lopes, state of
Maranho, Parnaba I is a natural gas-fueled thermal plant, in which we hold an interest of
70%, comprised of four natural gas turbines of 169 MW of capacity each, totaling an
installed capacity of 676 MW. The plant contracted the sale of 450 MW on average, for a
period of 15 years, at the A-5 new energy auction held in September 2008, which will
enable receipt of annual fixed revenue of R$445.9 million (base date: November 2013),
indexed to the IPCA (provided that the applicable agreement provisions are complied with
by Parnaba I and energy purchasers). The natural gas will be produced in blocks explored
by Parnaba Gs Natural at the Parnaba, Basin, state of Maranho. The energy supply
agreements additionally set forth a variable revenue to cover (fuel, operating and
maintenance) costs incurred upon dispatching of the plant by the National System
Operator (ONS). The plants fourth and last turbine received authorization to start
operating commercially on April 12, 2013; thus, Parnaba I now generates 676 MW, with all
its turbines in commercial operation.
Amapari: located in the municipality of Serra do Navio, state of Amap, Amapari is a
diesel-fueled thermal plant in which we hold a majority interest (51%). The remaining
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91

interest is held by Eletronorte. Amapari has been operating commercially since November
2008, with installed capacity of 23 MW. Additionally, we estimate variable revenues from
amounts arising from the Supplied Energy agreement, divided into variable supplied
energy regarding O&M and variable supplied energy regarding fuel acquisition cost. The
revenues are adjusted annually on the basis of the variation of IPCA. On the other hand,
amounts referring to Supplied Energy regarding Fuel Acquisition Cost will be adjusted
according to the cost determined by ANEEL.
Tau: located in the municipality of Tau, state of Cear, Tau is a business venture that
generates energy from the sun and that is wholly owned by our subsidiary Eneva
Participaes. In operation since July 2011, Tau has installed capacity of 1 MW, and
holds an authorization issued by ANEEL and SEMACE to gradually increase its installed
capacity to up to 5 MW.
Pecm II: located in the municipality of So Gonalo do Amarante, state of Cear, Pecm
II is a mineral coal-fueled thermal plant of which we hold 99.7%, with installed capacity of
360 MW. At the A-5 new energy auction held in September 2008, Pecm II contracted the
sale of 276 MW on average, for a period of 15 years, which allows it to receive an annual
fixed revenue of approximately R$284.9 million (base date: November 2013), indexed to
the IPCA (provided that the applicable agreement provisions are complied with by Pecm II
and energy purchasers). The energy supply agreement additionally sets forth a variable
revenue to cover (fuel, operating and maintenance) costs incurred upon dispatching of the
plant by the National System Operator (ONS). The commercial operations of Pecm II
began in October, 2013.
Parnaba III: In April 2013, we acquired the total capital stock of Power Plant MC2 Nova
Vencia, which is currently owned in the following proportion: our Company (35%), ENEVA
Participaes S.A. (35%) and Petra Energia S.A (30%). Parnaba III started the
commercial operations of its first generation unit in October, 2013 and of its second and
last generation unit in February, 2014, thus reaching the installed capacity of 176 MW.
Parnaba III shall supply Nova Vencia agreements, which contracted the sale of 98 MW
on average, for a period of 15 years at the A-5 new energy auction held in September
2008. The energy supply agreement ensures receipt of an annual fixed revenue of R$99.0
million (base date: November 2013), annually adjusted by the IPCA (provided that the
applicable agreement provisions are complied with Parnaba III thermoelectric power plant
and by energy purchasers), and a variable revenue to cover (fuel, operating and
maintenance) costs incurred upon dispatching of the plant by the National System
Operator (ONS).
Parnaba IV: In April 2013, our Company entered into an agreement with Kinkross Brasil
Minerao S.A. to implement a natural gas-fueled thermal plant with installed capacity of
56 MW, Built at the Parnaba Basin, state of Maranho, Parnaba IV started its commercial
operations in October, 2013. The annual value of the agreement is approximately R$54
million. Parnaba IV is owned in the following proportion: our Company (35%), ENEVA
Participaes S.A. (35%) and Petra Energia S.A (30%).
We also have a plant under construction:
Parnaba II: In August 2011, we won the A-3 new energy auction, which ensured
contracting of electrical energy from thermoelectric power plant Parnaba II, located at the
Parnaba Basin, in which we hold an interest of 100% of the capital stock and whose
installed capacity will be 517 MW, reached by means of the operation of two natural gas
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turbines with a capacity of 169 MW each and a vapor turbine with a capacity of 179 MW.
The beginning of the commercial operations of Parnaba II shall be postponed to the
second semester of 2014. The Company made a partial hedge of its exposure to the short-
term market and is currently analyzing all aspects of the project so as to speed up the plant
implementation schedule. Parnaba II shall supply a total of 400 MW on average in 2014
and a total of 450 MW on average as of 2015. The energy agreement obtained at the
auction is valid for 20 years and ensures receipt of annual fixed revenue of R$373.3 million
(base date: November 2013), annually adjusted by the IPCA (provided that the applicable
agreement provisions are complied with by Parnaba II thermoelectric power plant and
energy purchasers). The natural gas will be produced in blocks explored by Parnaba Gs
Natural at the Parnaba Basin, state of Maranho. The energy supply agreement
additionally sets forth a variable revenue to cover (fuel, operating and maintenance) costs
incurred upon dispatching of the plant by the National System Operator (ONS).
The table below summarizes the energy supply agreements entered into by our Company and the
flow of revenues estimated for the next years (provided that the applicable agreement provisions
are complied with by the respective parties):
Total
Capacity
ENEVA
Direct
Interest
ENEVA
Participaes
Direct
Interest
Fixed annual
revenue (R$
million)
(1)

Fuel PPA Period Operation
Start Date
(DCO)
Energia Pecm 720 MW 50% - 300,2 Coal 2012-2026 12/2012
Itaqui 360 MW 100% - 317,3 Coal 2012-2026 02/2013
Pecm II 360 MW 100% - 284,9 Coal 2013-2027 10/2013
Parnaba I 676 MW 70% - 312,1 Natural Gas 2013-2027 04/2013
Parnaba II 517 MW 100% - 373,7 Natural Gas 2014-2033 12/2014
(2)

Parnaba III 176 MW 35% 35% 52,0 Natural Gas 2013-2027 02/2014
Parnaba IV 56 MW 35% 35% 28,4 Natural Gas 2013-2018 12/2013
Amapari 23 MW 51% - - Diesel Oil - 11/2008
Tau 1 MW - 100% - - - 07/2011
Total 2.980 MW 1.472,1 - -
Note 1. Adjusted Capacity / Energy Sold / Annual Fixed Revenue: data adjusted considers our interest in each project
Note 2. Fixed Revenue is annually adjusted by the IPCA and represents ENEVAs interest in the ventures (amounts represented as of the
effective date of November 2012).

(1)
Annual pro rata fixed rate.
(2)
Estimated date.

We have projects under study and development, whose construction has not started yet,
distributed across the regions of Brazil and Chile, which will use diversified energy sources, such
as mineral coal, natural gas and wind energy. These projects do not yet have energy supply
contracts and, regarding the projects in Brazil, still depend on the ANEELs granting.
Thermoelectric Power Plant Au: Au, 50/50 owned by our Company and ENEVA
Participaes S.A., will be strategically located in the industrial complex of Au superport,
in So Joo da Barra, state of Rio de Janeiro. With a total licensed capacity of up to 5,400
MW, the power plant is authorized to install 2,100 MW using mineral coal will be used as
input. Additionally, Au Power Plant has a preliminary license to construct a natural gas-
fueled thermal plant, with capacity of up to 3,300 MW.
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Plants Sul and Seival: located in the municipality of Candiota, state of Rio Grande do Sul,
the plants having our Company (50%) and ENEVA Participaes S.A. (50%), integrate
generation of energy into exploration of natural resources and will be supplied with Seival
Mines mineral coal. This is our venture in partnership with Copelmi, in the proportion of
70% and 30%. When its full commercial operation starts, Sul and Seival Power Plants will
add 1,327 MW of installed capacity to the SIN, (i) 727 MW of installed capacity originated
from Thermoeletric Power Plant Sul and (ii) 600 MW of installed capacity originated from
Thermoeletric Power Plant Seival.
Ventos Wind Complex: this project is entirely controlled by ENEVA Participaes S.A. It
is located in the State of Rio Grande do Norte and comprises the cities of Jandara, Lajes
and Pedra Preta. With total installed capacity estimated of 600 MW and planned expansion
of up to 600 MW, we believe that this project is an asset with industrial scale, being also
highly competitive due to its proximity to the basic network (30 km) and high factor of
average liquid capacity (P50).
Parnaba Complex (expansion): We are developing a thermal complex for generation of
energy with natural gas as a result of a partnership between ENEVA, ENEVA Participaes
S.A. and Petra Energia S.A, in the proportion of 35%, 35% and 30%, respectively. We hold
an installation license for generation of additional 2.3GW in the Parnaba Basin. This
additional energy may be contracted as Parnaba Gs Natural goes ahead with its
exploration activities in the blocks of the Parnaba Basin and identifies new wells that may
be commercially feasible for production of natural gas.
In addition to our developments and projects for energy generation, the management of
natural resources required to such generation such as mineral coal and natural gas
(through our interest in Parnaba Gs Natural which holds an interest in eight exploratory
blocks with high potential for natural gas in the Parnaba Basin, as described below, as
well as our 70% interest in Seival Mine) is one of our greatest competitive advantages.
We invest in mineral assets with strategic locations and with capacity to supply our plants.
Our interest in natural resource assets is described below:
Blocks in the Parnaba Basin: Parnaba Gs Natural, a partnership between us and
OGPar, is the controlling shareholder in the concession of eight onshore exploratory blocks
located at the Parnaba Basin, in an area of approximately 24,500 km, distributed in the
states of Maranho, Piau, Tocantins and a small portion of the states of Par, Cear and
Bahia, of which one block in partnership with the consortium formed by Imetame Energia,
DELP Engenharia Mecanica, Orteng Equipamentos (50%/50%), and 7 blocks in
partnership with Petra Energia S.A, in which Parnaba Gs Natural holds a 70% interest.
According to estimates by DeGolyer & MacNaughton dated April 2011, total contingent and
prospective resources estimated in these blocks surpass 11 Tcf. In addition, in May 2013,
the Company signed an agreement with OGPar, the subject matter of which is the
assignment to the Company of a 50% interest in the PN-T-168, PN-T-153, PN-T-113, and
PN-T-114 onshore exploration blocks, located in the Parnaba Basin, acquired by OGPar
at the 11th Bidding Round held by ANP on May 14, 2013. The Company will acquire a 50%
interest in such blocks under the same terms offered by OGPar at the ANPs 11th Bidding
Round. The purchase price paid by the Company, therefore, will be equivalent to half of the
signing bonus and other exploration and development commitments made in the proposals
submitted by OGPar to ANP. The assignment, which is the subject matter of the
Agreement, shall be submitted to ANPs approval as soon as the final concession contracts
are signed.
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Seival Mine: located in the municipality of Candiota, in the State of Rio Grande do Sul,
375 km from Porto Alegre, the Seival Mine, in which we hold a 70% interest, is installed
next to thermal plants Sul and Seival, which will be supplied with mineral coal from this
mine. As result of our partnership with Copelmi in the proportion of 70% and 30%,
respectively, Seival Mine may also have its production traded in the local market. Its
proven fuel reserves total 152 million tons, exceeding the amount needed to operate
thermal plant Sul, whose licensed installed capacity is 727 MW, or thermal plant Seival,
whose licensed installed capacity is 600 MW. The mines certified resources total 611
million tons of coal, an amount that exceeds the quantity needed to operate the two plants
together. These figures resulted from a comprehensive drilling and research program
carried out in the area, and they were certified by John T. Boyd Company in July 1999.
In an innovative manner, we also trade energy on the free market through ENEVA
Comercializadora. This positioning is only possible due to the full integration of our energy chain,
which includes from the production or purchase of fuel and transportation logistics, to the
generation of energy in our plants. Currently, ENEVA Comercializadora is among the 15 largest
companies in Brazil as to the volume of energy traded, according to the Chamber of Electrical
Energy Trade.

Business Purpose
The purpose of the Company is the generation, distribution and sale of electricity and interest as
partner or shareholder in the capital stock of other civil or commercial companies, in Brazil or
abroad, whatever the business purpose may be.

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7.2 - Information on operating segments
(a) Products and services sold
The revenues from the Companys activities come from the three activities performed by its direct
and indirect subsidiaries.
Power Generation
Electricity, which is provided to free and special consumers, other generators and traders in
bilateral agreements, and to distributors through Electric Power Sales Agreements on the
Regulated Market;
The Company is a company in the Brazilian private sector with a full strategy of integration of the
energy chain, the production of electricity being its main business. The Company currently
operates in the North and Northeast submarkets and it has projects under study and development,
whose construction has not started yet, in the South and Southeast submarkets. It is also present
in all submarkets of the country. Today, there are 12 generation business under development, most
with sites already identified and part of them with their energy traded.
Its generation comes primarily from thermal sources (mineral coal, natural gas, and diesel oil), but
also has additional sources, such as solar and wind energies. This diversification is strategic for
the Brazilian energy matrix, which today depends heavily on the hydroelectric power plants.
Electricity Sales
Revenue arising from sale of energy results from the sale of electricity purchased for resale by
invested company ENEVA Comercializadora de Energia Ltda. (ENEVA Comercializadora). Due
to the adoption by the Company, as from January 1, 2013, of new accounting standards (IFRS 11),
ENEVA Comercializadora has, since then, been registered by the equity method, as a result of
which the Company no longer records revenues from ENEVA Comercializadora in its consolidated
financial statements.
Other Services
Together with OGPar, the Company holds an interest in eight exploration blocks with high potential
of natural gas in the Parnaba Basin, State of Maranho, Brazil, through Parnaba Gs Natural, of
which 1 block in partnership with a consortium formed by Imetame Energia, DELP Engenharia
Mecnica, Orteng Equipamentos (50%/50%), and another 7 blocks in partnership with Petra
Energia S.A., in which Parnaba Gs Natural holds a 70% interest. The Companys generation
plants will also be the main consumers of natural gas produced in blocks of Parnaba Gs Natural.
In addition, the Company invests in coal assets in southern Brazil. Seival Sul Minerao Ltda.,
located in the municipality of Candiota, State of Rio Grande do Sul, with operating license already
issued, has 152 million tons of proven reserves and 459 million tons of total resources, according
to John T. Boyd report. It is located close to thermoelectric power plants Sul and Seival, owned by
the Company, characterizing the integration of fuel with generation of power, increasing the
projects competitiveness.
(b) Revenues from the sector and their share in the Companys net revenues
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The Companys operating revenues from business sectors, as well as their share in total revenue
of the Company, are shown in the tables below:
12/31/2013 12/31/2012 12/31/2011
(in R$ million)
Net
Revenues
% of total Net
Revenues
% of total Net
Revenues
% of total
Electricity generation
1,438.8 100% 215.3 43.9% 33.3 19.8%
Electricity trader
- 0.0% - 0.0% 135.0 80.2%
Supplies
- 0.0% 0.8 0.0% 0.4 0.2%
Other
- 0.0% 186.8 38.1% - 0.0%
Spin-off/transfers
- 0.0% 88.0 17.9% - 0.0%
Eliminations and transfers
- 0.0% - 0.0% -0.5 -0.2%
Total Net Revenues
1,438.8 100.0% 490.9 100.0% 168.3 100.0%

(c) Profit or loss resulting from the sector and its share in the issuers net income.
The revenues from the sectors of Company business, as well as their share in the net loss of the
Company, are shown in the tables below:

31/12/2013 31/12/2012 31/12/2011
(in R$ million)
Net
Revenues
% of total Net
Revenues
% of total Net
Revenues
% of total
Electricity generation
-316.0 33.5% -182.6 42.0% -168.2 41.2%
Electricity trader
- - - 0.0% 2.4 -0.6%
Supplies
0.6 0.1% -0.7 0.2% -49.1 12.0%
Corporate
-942.5 100% -435.2 100.0% -408.6 100.0%
Other
0.2 0.0% -17.9 4.1% -2.0 0.0%
Spin-off/transfers
- - -11.4 2.6% - 0.0%
Eliminations and transfers
0.6 0.1% 212.6 -48.9 220.3 -53.9%
Total Net Income (Loss)
-942.5 100.0% -435.2 100.0% -408.6 100.0%


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7.3 Information on products and services related to operating segments
(a) Characteristics of the production process
Electricity production is nothing but a process of energy conversion. For example, at mineral
coal plants, the chemical energy of fuels (primary energy) enables conversion into thermal
energy (heat) of hot gases inside equipment known as steam boilers. Then, the thermal
energy is converted into potential energy (overheated steam), and the energy resulting
thereof is converted into mechanical energy for rotating the steam turbine. Finally, the
electrical generator converts the mechanical energy into electromagnetic energy, that is,
electricity, which is the final form of the use of energy. This process is also in place for natural
gas fueled plants, and the thermal energy source derives from the burning of natural gas.
Regarding diesel-fueled power generation plants (as in the case of Amapari), energy
conversion takes place through the internal combustion of diesel, which is turned into
mechanical energy for engines and electromagnetic energy for generators.
It is also possible to generate electricity using other forms of conversion, like, for example,
taking advantage of sunlight energy by converting it into electrical energy through appropriate
photovoltaic panels, as in the Tau plant, as described below.
Energy generation scheme for mineral coal-fueled plants:



STEAM BOILER
SUPERHEATED STEAM
FUEL
AIR
WATER
HOT GASES
FUEL
BURNING
Fuel
(Chemical Energy)

Hot Gases
(Thermal Energy)
Overheated steam
(Potential Energy)
Turbine rotation
(Mechanical Energy)
Electricity
(Eletromagnetic Energy)
TURBOGENERATOR
Inbound overheated steam
Steam turbine
Electrical Generator
Outbound steam
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The existing technologies for generation of electrical energy are in general very strong, and been
used for a long time now with a high level of confidence.
In general, the risks attributed to the continuity of the plants operations are connected to failures in
the systems or equipment, and they are mitigated through predictive and preventive maintenance
activities, as well as through the action of operation and maintenance professionals, who are
systematically trained. As a rule, such events are minimal, and can be easily fixed.
In any case, the Company has contracted insurance coverage for operational and engineering
risks, which also cover equipment and machines used in the production of electrical energy, as
well as the works and installations performed.
Risks inherent to the production process
Technologies used by the company in the electricity generation processes are widely used
worldwide and enjoy high levels of reliability. Risks inherent to the production process, which may
result in interruption of activities, are mainly related to:
(i) mechanical problems and failures in the turbines and other plant equipment, such as valves,
fans, or engines/motors
(ii) unavailability of equipment and spare parts
(iii) interruption in fuel or water supply or meteorological interferences; and
(iv) work disruption, strikes, social unrest, and other labor disputes
ELECTRICITY GENERATION
(A) Thermoelectric power plants
Amapari
Amapari is a diesel-fired power generation plant, consisting of twelve diesel engines of about 1.8
MW, totaling an installed capacity of approximately 23 MW. The plant is located in the Municipality
of Serra do Navio, about 200 km from Macap, the capital of the State of Amap. The plant diesel
fuel is supplied by Petrobras Distribuidora S.A., located in the port of Santana.

The figures below describe the diesel-fired power generation process in Serra do Navio:


Diesel
Oil
Exhaustion
Exhaustion
Chimney
Generator Set
Generator
Air Radiator
Motor
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The diesel-fired generators are supplied by tank trucks that use the road connecting the
Municipality of Serra do Navio to Macap, the capital of the State of Amap.
The undertaking holds the Operating License, No. 172/2013, issued by the Secretary of State of
the Environment of Amap on March 25, 2013 and with expiration date on March 25, 2016.
Energia Pecm
A mineral coal-fired thermoelectric plant located in the Municipality of So Gonalo do Amarante,
State of Cear, with a 720 MW installed capacity, consisting of two power generating units with
360 MW installed capacity each. Energia Pecm, an enterprise in which ENEVA currently holds
50% and EDP holds 50%, sold 615 MW average in the New Energy Auction A-5/2007. The project
was granted Operating License No. 496/2001, issued by the State Superintendence of the
Environment of Cear SEMACE, on December 12, 2001, subsequently renewed on December
28, 2012, with the issuance of Operating License No. 1062/12 (valid until December 28,2015), as
well as Operating License No. 889/12 for the transmission line (valid until September 26, 2015). Its
first unit has started commercial operation on December 1
st
, 2012.
Pecm II
A coal-fired thermoelectric plant with expected 360 MW power generation capacity, the
commercial operation of which began in October, 2013. Located in the Municipality of So
Gonalo do Amarante, State of Cear, the plant uses the clean coal burning technology.
BASE FOR RECEIPT AND
STORAGE OF FUEL OIL
ENGINE ROOM
Transformer
13.8/69
16.8 MVA
Transformer
13.8/69
16.8 MVA
STEP-UP
SUBSTATION
M

C
o
m
b
u
s
t
i
o
n

E
n
g
i
n
e
s

D
i
e
s
e
l

G

E
l
e
c
t
r
i
c

G
e
n
e
r
a
t
o
r
s

Electromechanical Auxiliary Services - Administrative Support and Maintenance Buildings
WASTE
TREATMENT
DIESEL
OIL TANK
ENGINE
ROOM
SUBSTATION
DIESEL OIL
DISCHARGE
RAW WATER
TANK
VENTILATION
COOLING WATER
CONTROL &
ELECTRICAL ROOM
Laboratory/
Automation Room
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Pecm II (with a 100% ENEVA ownership) sold 276 MW average in the New Energy Auction A-
5/2008, enabling receipt of an Broad Consumer Price Index (IPCA) indexed fixed income of
R$284.9 million/year for 15 years (as long as the parties comply with the applicable contractual
provisions).
With an Operating License issued by the Environmental Agency of the State of Cear (Semace)
on February 8, 2013 and valid until February 8, 2016, under No. 09/2013 and Installation License
No. 9/2013 (valid until February 15, 2015) for the transmission line, the plant has the whole key
equipment secured.
Itaqui
Itaqui, a coal-fired thermoelectric plant, has a 360 MW power generation capacity. Itaqui traded
315 MW on average, in the A-5 new power auction, which took place in October, 2007, ensuring
fixed revenue during 15 years, of about R$ 317.3 million/year (base date: November, 2013),
indexed to the IPCA. The Operating License was issued by IBAMA on October 26, 2012 under No.
1101/2012 valid until October 26, 2017. Itaqui also holds Operating License No. 1061/2011 for the
transmission line (valid until December 16, 2017). The plants commercial operation started in
February, 2013.
Parnaba Thermoelectric Complex
The Company is deploying a natural gas thermoelectric power generation complex which currently
has the following projects: (i) Parnaba I, Parnaba III and Parnaba IV, in operation; and Parnaba
II, nder construction. Natural gas is produced in Parnaba Gs Natural exploration blocks, in a
partnership between Companhia (one third of the share capital) and OGPar (two thirds of the
share capital), in the Parnaba River Basin (Maranho).
The Parnaba Thermoelectric Complex is strategically located: in the Municipality of Santo Antnio
dos Lopes, on the gas field, and near the 500 kV President Dutra - Miranda II line, which has been
sectioned for inserting the complex connecting substation.
The plants shall be made up of combined cycle and open cycle modules, allowing a greater
flexibility for the use of natural gas and for the sale of power.
Parnaba I
Parnaba is comprised of four natural gas-fired 169 MW turbines, with total installed capacity of
676 MW. The power plant contracted the sales of 450 MW on average for a period of 15 years at
the A-5 auction in September, 2008, which will enable receipt of annual fixed revenue of up to
R$445,9 million (base date: November, 2013), indexed to the IPCA. The projects Operating
License was issued by the State Office of Environment and Natural Resources of Maranho
SEMA/MA on December 21, 2012 (LO No. 559/2012), valid until December 21, 2016.
Parnaba II
In August 2011, the Company won the A-3 energy auction with the Parnaba II project. More than
R$6.5 billion were contracted, over a 20-year period, from a combined cycle natural gas power
plant with 517 MW of installed capacity, undergoing installation in the Municipality of Santo Antnio
dos Lopes, in the coutryside of the State of Maranho. The projects installation license was issued
by SEMA/MA (LI No. 274/11) valid until December 27, 2013. The renewal of such license was
requested at least 120 days in advance of the expiry thereof, being automatically extended until
the definitive statement by the competent environmental body.
Parnaba III
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In April 2013, the Company completed, in a partnership with Petra Energia S.A. and ENEVA
Participaes S.A., the acquisition of the entire capital stock of the UTE MC2 Nova Vencia
(currently, UTE Parnaba III Gerao de Energia S.A.). Parnaba III began its commercial
operations of its first generation unit in October, 2013 and of its second and last generation unit in
February 2014, thus reaching installed capacity of 176 MW. Parnaba III shall supply the contracts
of Nova Vencia, which contracted the sale of an average of 98 MW, for a period of 15 years, at
the A-5 new power auction, held in September 2008. The power supply contract ensured the
receipf of an annual fixed revenue of R$99.0 million (base date: November, 2013), annually
adjusted by the IPCA (provided that the applicable contractual conditions are complied with by
Parnaba III and by the energy purchasers) and, additionally, a variable revenue intended to cover
the costs (fuel, operation and maintenance) incurred in when the plant is dispatched by the
National System Operator (ONS). The project was granted an installation license issued by
SEMA/MA (LO No. 1001972/14) valid until September 29, 2017.
Parnaba IV
In April 2013, the Company entered into an agreement with Kinross Brasil Minerao S.A. for
deployment of a natural gas thermoelectric plant, with a 56 MW installed capacity. Built at the
Parnaba Basin, in the State of Maranho, Parnaba IV started its commercial operations in
December, 2013. The annual contract amount is approximately R$54 million. Parnaba IV is held
in the following proportion: Company (35%), ENEVA Participaes S.A. (35%) and Petra Energia
S.A (30%). The project holds an operation license issued by SEMA/MA (LO No. 415/13) valid until
November 25, 2017.
Au
ENEVA Participaes has two projects, which add up to a total capacity of 5,400MW, strategically
located within the Au Superport Industrial Complex, at the North of the State of Rio de Janeiro.
The project referred to as Au I will use coal for producing 2,100 MW. The project referred to as
Au II shall be fueled with natural gas and have a capacity of 3,300 MW, with ten gas and five
steam turbines.
The project has a Preliminary License (LP) IN025871, which approves the environmental
feasibility, the conception and the location of the natural gas thermoelectric power plant, with a
total installed capacity of 3,300MW. In relation to project Au I, ENEVA Participaes is awaiting a
statement by INEA, the state body in charge of the environmental licensing, in relation to the
administrative appeal filed due to the denial of the request for renewal of the Installation License.
Sul
Viewed as a great business opportunity and integrating natural product exploration, generation,
and trading, the Sul thermoelectric plant will be supplied with the Seival Mine coal, an enterprise
by ENEVA in partnership with Copelmi (70/30). Located in the Municipality of Candiota, State of
Rio Grande do Sul, the plant is expected to have a 727 MW installed capacity, with two 363.5 MW
generating units. The project also includes construction of a dam Sul Dam which will enable, in
addition to water supply to Sul TPEs production process, a greater availability of water in the
region (multiple use dam). The Sul Dam has been granted a Preliminary License (LP) issued by
the State Foundation for Environmental Protection of Rio Grande do Sul FEPAM (LP No.601/10).
The renewal of such license was requested was requested at least 120 days in advance of the
expiry thereof, being automatically extended until the definitive statement by the competent
environmental body.
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The Preliminary License (LP) of Sul project certifying its environmental feasibility and
establishing the requirements to be met in the following stages - was granted in November 2009
for a 600 MW capacity and rectified to the current 727 MW by the Brazilian Institute of
Environment and Renewable Natural Resources (IBAMA), becoming effective on December 22,
2012. The renewal of such license was requested was requested at least 120 days in advance of
the expiry thereof, being automatically extended until the definitive statement by the competent
environmental body.
Seival
The opportunity to add further value to the Candiota coal reserve, generating competitive gains
due to synergy with Sul Power Plant, resulted in the acquisition of Seival thermoelectric plant in
November 2010.
Seival has an Installation License (LI) No. 589/2009, issued by IBAMA and that is valid until
February 18, 2014, for the capacity of 600 MW, in a land located in ENEVAs concession area. The
renewal of such license was requested at least 120 days in advance of the expiry of its term of
effectiveness, being automatically extended until the definitive statement by the environmental
body
Comercially operating, the complex composed by the thermoelectric plants Sul and Seival will add
1,327 MW of installed capacity to the National Interconnected System (SIN). Both plants will be
fueled by the coal of the Seival Mine, a project of the Company in partnership with Copelmi
(70/30).

(B) Renewable Energy
Tau
Tau has 4,680 photovoltaic panels to convert solar energy into electricity in an area of
approximately 12,000 square meters. The capacity of the unit, already installed and in operation, is
of 1 MW. The design also allows the gradual plant expansion to a capacity of up to 5 MW.
Since April 2011, Tau has Operating License No. 133, issued on June 20, 2012, and valid until
February 28, 2014, granted by the Environmental Agency of the State of Cear (SEMACE)
besides ANEELs authorization to produce up to 5 MW in power. The renewal of such license was
requested at least 120 days in advance of the expiry of its term of effectiveness, being
automatically extended until the definitive statement by the environmental body. In August, 2011,
the Company announced a partnership with GE Company for doubling the installed capacity of
Tau from 1 MW to 2 MW, which is still under analysis. The agreement states that the U.S.
company will provides the entire package of photovoltaic technology equipment and systems. With
the expansion, over 6,900 panels will be installed in the solar plant.
Ventos Wind Farm Complex
The Ventos wind farm complex is located in Rio Grande do Norte, in the municipalities of Jandara,
Lajes and Pedra Preta, one of the areas with the greatest wind generation potential in Brazil. The
complex has 434 MW licensed by the Rio Grande do Norte state environental body (Provisional
Licenses). New areas are currently being assessed with the purpose of expanding the installed
capacity of the complex to 600 MW.
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(b) characteristics of the distribution process
The Companys power plants are mostly connected to the National Interconnected System (SIN),
through which they send their produced energy through the Basic Grid, except for the Serra do
Navio Thermoelectric Power Plant, located in the State of Amap (having isolated systems). All
energy traded by ENEVA Comercializadora de Energia Ltda. is also sent through SIN. The above
mentioned generating plants are the Companys direct or indirect subsidiaries. The SIN and
Isolated Systems characteristics are listed in items 7.3 (c), (d) and (e) and 7.5.
(c) Characteristics of the Business Markets
National Interconnected System and Isolated Systems
The Companys business market is power generation and sale in Brazil. Brazil currently has about
129 GW of installed capacity, according to data available on the National Electricity Agency
(ANEEL) website, across its existing generating plants, serving more than 61 million electricity
consumers in the whole country. This installed capacity includes the National Interconnected
System (SIN), the Isolated Systems, international interconnections already in operation, and also
Itaipus share imported from Paraguay. The plants in commercial operation are subdivided
according to their sources, as described in the table below.
Operational Plants
Type
Installed Capacity
%
Total
%
No. of
plants
(kW)
No. of
plants
(kW)
Hydroelectric - 1.108 86,918,788 63.44 1,108 86,918,788 63.44
Gas
Natural 116 12,534,521 9.15
157 14,281,944 10.42
Processed 41 1,747,423 1.28
Petroleum
Diesel 1.143 3,546,135 2.59
1,176 7,629,748 5.57
Residual
Oil
33 4,083,613 2.98
Biomass
Sugarcane
Bagasse
378 9,338,926 6.82
481 11,555,513 8.43
Black
Liquor
17 1,657,582 1.21
Wood 53 437,635 0.32
Biogas 24 84,937 0.06
Rice Husk 9 36,433 0.03
Nuclear - 2 1,990,000 1.45 2 1,990,000 1.45
Mineral Coal
Mineral
Coal
13 3,389,465 2.47 13 3,389,465 2.47
Wind - 145 3,067,780 2.24 145 3,067,780 2.24
Photovoltaic 107 9,354 0 107 9,354 0
Import
Paraguay - 5,650,000 5.46
- 8,170,000 5.96
Argentina - 2,250,000 2.17
Venezuela - 200,000 0.19
Uruguay - 70,000 0.07
Total 3,191 137,016,942 100 3,191 137,016,942 100
Source: ANEEL Generation Information Bank (www.aneel.gov.br) on May 22, 2014.
SIN is a large hydrothermal system, with a strong predominance of hydroelectric power plants and
multiple owners. SIN covers power plants from the South, Southeast, Midwest, and Northeast
regions, as well as part of the North region. Approximately 3.4% of the country power production
capacity is outside the SIN, i.e., the so-called Isolated Systems, consisting of smaller electrical
systems located mainly in the Amazon region.
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Electrical Energy Generation Segment

In the generation segment, the current agreements on energy sale to which our subsidiaries are a
party as sellers are long-term agreements (15, 20 or 25 years) with fixed revenues adjusted by the
IPCA index and holding guarantees for transfer of variable costs.

In turn, the expansion of the installed capacity for generation in Brazil is mostly made through new
energy auctions (regulated market) and, to a lower extent, on the free market. The auctions
demand is determined according to the future demand for electrical energy from distribution
concessionaires, being directly influenced by the economic growth ad increase of demand by
consumers. On the other hand, on the free market, the demand for new generation facilities is
influenced by the future demand for electrical energy from free consumers (large energy
consumers).

Power Trading Segment
The trade of electrical energy on the free market is basically influenced by two drivers: (i) balance
between supply and demand for electrical energy from free consumers, and (ii) the electric energy
prices on the free market.
The balance between supply and demand for energy from free consumers is influenced by their
own decisions regarding the term of effectiveness of the agreements (short or long term), and by
the demand for electrical energy from these consumers.

On the other hand, electrical energy prices on the free market are influenced by various factors. In
the short term, they are directly impacted by the Difference Settlement Price (PLD), which, in turn,
is impacted by the levels of hydroelectric power plants reservoirs, future hydrological conditions,
and supply and demand estimates regarding the electrical system. In the long term, the systems
structural conditions for electrical energy supply and demand will largely influence energy prices.
(i) share in each market
Electric Energy Generation
The Companys generating units currently in commercial operation (Serra do Navio, Tau, Energia
Pecm I, Itaqui, Parnaba I, Parnaba III and Parnaba IV) have an approximate installed power of
2.4 GW.
Among the units that won New Power Auctions, only Parnaba II (517 MW) is still undergoing
implementation and its commercial operations shall be postponed to the second semester of 2014.
ENEVA is seeking regulatory easures that allow it to mitigate the impacts of the postponement of
the beginning of Parnaba IIs operations.
The agreements enable receipt of a minimum annual revenue and an additional variable revenue
intended to cover costs (fuel, operation and maintenance) incurred when the power plant is
dispatched by the National System Operator (ONS), as long as the parties comply with the
applicable contractual provisions.

Power Sale
The Group company authorized to act as a power supplier for SIN is Eneva Comercializadora de
Energia Ltda. In 2013, the company sold 514 MW on average, not connected to the generation
assets, which proves that it is a company quite relevant for the market.
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(ii) conditions of competition in the markets
In the generation and trading segments, the competition conditions in the ACR and ACL
environments are set and regulated by Law 10,848/2004, Decree No. 5,162/2004 and by sector
legislation, in particular the standards set by the Brazilian Electricity Regulatory Agency ANEEL,
as described in items 7.3.d and 7.5.

In the electricity generating segment, the Companys principal competitors are: (i) Eletrobrs; (ii)
GDF Suez Group; (iii) EDP; (iv) Cemig; (v) Copel; and (vi) Petrobrs.

In the electricity sales segment, the Companys principal competitors are: (i) CPFL; (ii) EDP; (iii)
BTG Pactual and (iv) Comerc.
(d) Possible Seasonality
Power Generation
Regarding thermoelectric agents participating in the Regulated Market (ACR), as is the case of the
Companys plants that won the New Power Auctions, the power is sold through the Electricity
Purchase Contracts in a Regulated Market (CCEARs) within the availability mode.
Under an ACR Availability Contract, the generating unit undertakes to provide a given capacity to
ACR. In this case, the generating unit revenue will be earned if the contracted energy is made
available and the hydrological dispatch risk for such plants (payment for variable costs) is
assumed by the buying distributor, according to Law 10,848/2004. There is, therefore, no seasonal
risk for the generating unit.

In this type of contract, the generator receives a fixed annual revenue exactly equal to the total
amount corresponding to its New Energy Auction winning bid. This fixed revenue must be
enough for remunerating investments and covering all the plant fixed costs, including O&M fixed
operation and maintenance costs, transmission/distribution tariffs, charges, and taxes. The
variable generation costs, for their turn, are fully passed on to the distributors whenever the plant
is dispatched by ONS. The distributors, in turn, pass on the variable costs to the final consumers,
under the regulators authorization. The fixed and variable operation costs are declared by the
generator in the EPE conducted process for technical qualification for auction.
Regarding the indexing provided in CCEAR, the fixed revenue is indexed by IPCA. Variable costs,
however, are divided into fuel cost and variable O&M cost. For imported coal, for example, the fuel
cost is adjusted by the variation of the international coal price plus the exchange rate change. The
variable O&M is adjusted by IPCA.
On the other hand, the generation of electricity to supply our Isolated Systems has certain unique
aspects. The Serra do Navio TEP contractual-regulatory arrangement provides for, in net terms, a
plant monthly fixed income (Monthly Contracted Power Price), thus avoiding seasonality effects.
(e) Main Input and Raw Material
As reported in the characteristic of the production process, the inputs used by the Company in the
thermoelectric power segment are the following fuels: natural gas, coal, and diesel.

(i) Description of supplier relationships, including whether they are subject to
government control or regulation, identifying the applicable agencies and legislation
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In the case of thermoelectric power generation, the fuels are steam coal, natural gas, oil, and
water for producing steam.
For coal supply, the contracts do not have any specific regulations by the government agency. For
steam coal, contracts are entered into on an annual basis, and are highly competitive due to the
high number of potential suppliers.

For natural gas and diesel supply, the contracts are regulated by the Brazilian Petroleum Authority
(ANP). Natural gas plants depend on a single supplier. However, the supplier is a company within
the same economic group as the Company and the fuel supply contracts are valid in the long term,
consistent with the plant CCEARs.
(ii) Possible dependence on few suppliers
In steam coal and diesel generation, there are multiple suppliers for the different plants listed in
item 7.3 a.

Natural gas plants depend on a single supplier. However, the supplier is a company within the
same economic group as the Company and the fuel supply contracts are valid in the long term,
consistent with the plant CCEARs.
(iii) Possible price volatility
As stated in item 7.3.(d), under the ACR Availability Contract, the generator receives fixed revenue
plus variable revenue, in case the plant generates power. The adjustment of the fuel portion within
the variable revenue is realized in accordance with price variation for each fuel and according to
the agent statements in auctions. In this context, the main input price volatility has negligible
impact on plants bound by Availability Contracts.

Similarly, the Companys thermoelectric plant contractual-regulatory arrangement in the isolated
system ensures neutrality for the generator in case of fuel price volatility.
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7.4 - Clients accounting for more than 10% of total net revenue
a) Total amount of revenues from the client
As of December 31, 2013 we did not have clients which individually accounted for more than 10%
of total net revenue.
b) Operating segments affected by revenues from the client
As of December 31, 2013 none of the Companys business segments were affected due to
concentration of client revenues.


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7.5 - Relevant effects of state regulations on activities
(a) Need for government authorizations to perform the activities and history of
relationship with the government administration to obtain such authorizations
Sector and Regulation
The current regulatory framework of the electricity sector began with the enactment of Provisional
Measures 464 and 466, of 2003, converted into Laws 10,847/2004 and 10,848/2004 (New
Electricity Sector Model Law), the latter being regulated by Decree No. 5,163/2004. The sector
framework has three main objectives:
Ensuring the safety of the electric energy supply: the framework requires the contracting of
100% of the demand for energy in the regulated market, in addition to considering a more realistic
calculation of the energy balances (guaranteed energy or physical assurance of the ventures);
Promoting low cost tariffs through the efficient contracting of energy: Consumers in the
regulated market acquire energy from distributors. The low cost tariff consists of ensuring a reliable
and isonomic manner of supplying energy as well as the most economic manner of generating
energy. To attain such purpose, the regulated market agents will be obliged to purchase and sell
energy through biddings; and
Promoting the universalization of the service in the electric sector.
The following measures were taken, which are also prescribed in the regulation, for those
purposes to be fulfilled:
Creation of two energy contracting environments, the Regulated Market (ACR) and the
Free Market (ACL);
Modification of the bidding criteria, replacing the criterion of more usage of the public asset
for the criterion of the lowest tariff;
Distributors must be 100% with their contracted demand;
Vertical divestiture of the sector, that is, separation of the generation, distribution, sale and
transmission of energy activities;
Elimination of self-dealing, that is, prohibition of bilateral contracting in the ACR between
related parties without a bidding (self-dealing may be incidental in the case of electric-energy
generation companies that win the auction promoted by the Granting Power - and enters into
contracts with distributors of the same economic group);
Creation of new institutional agents to monitor and enforce the sector policies;
Creation of universalization programs.
As aforementioned, the new framework of the electricity sector created two energy-selling
environments, ACR and ACL.
Regulated Market (ACR)
In the Regulated Market (ACR), distributors purchase the electricity they expect to sell to their
captive consumers, through auctions regulated by ANEEL and organized by CCEE. Electricity is
purchased from the electric energy generators, sellers and importers.
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One of the differences between the new and old regulatory frameworks is the method used to
contract with captive consumers. Under the previous method, a distributor could contract bilaterally
directly with the independent generators or producers of electricity (PIE). However, under the new
regulatory framework, distributors must contract their electricity through public auctions only.
The regulated auctions for the purchase of electricity by the distributors are separated into existing
electricity auctions (that aim for contract renewals), and new electricity auctions (for contracting
new plants). The government also has the right to organize special auctions for renewable
electricity (biomass, small hydroelectric, solar and wind energy). ANEEL and CCEE conduct these
auctions.
The winners of the new electricity auctions promoted by the Granting Power have the following
main rights and obligations:
(a) are authorized to establish as Independent Energy Producers (PIE) for the implementation
and exploration of the central generator plant that allowed their participation in the auction (the
authorization/concession establishes the rights and obligations of the sector agent)
(b) enter into Regulated Environment Power Purchase Contracts (CCEARs) with the pool of
distributors that declared demand in the auction.
Within this scenario, the generation agents that intend to participate in the ACR should participate
in a bidding process. The winners of these Auctions (case of most of the Companys UTEs) are
authorized by the government to produce energy and enter into contracts to sell energy in SIN,
according to the price/revenue specified under the terms of the Auction bid.
The authorizations of the Companys plants participating in the ACR are listed below:

Holding company Power Plant Concession Act
Itaqui Gerao de Energia
S.A.
Itaqui Ministry of Mines and Energy
(MME) Ordinance 177/2008
Porto do Pecm Gerao de
Energia S.A.
Energia Pecm MME Ordinance 226/2008
Pecm II Gerao de Energia
S.A.
Pecm II MME Ordinance 209/2009
Parnaba I Gerao de
Energia S.A
Parnaba I MME Ordinance 464/2009
(ownership transferred to the
current owner by ANEEL
Resolution for Authorization
(REA) 3175/2011)
Parnaba I Gerao de
Energia S.A.
Parnaba I MME Ordinance 466/2009
(ownership transferred to the
current owner by REA/
ANEEL 3176/2011)
Parnaba II Gerao de
Energia S.A.
Parnaba II MME Ordinance 169/2012
Parnaba III Gerao de Parnaba III MME Ordinance 105, of
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Energia S.A. March 22, 2013

Free Market (ACL)
In the Free Market (ACL), the sale of power is made under freely negotiated terms between the
generation concessionaires, independent producers, self-producers of energy, electric energy
sellers, importers of energy and Free Consumers.
All the consumers whose energy consumption exceeds 3 MW and who are connected to tension
levels above 69 kV, as well as new consumers above 3 MW, may become deregulated consumers
and negotiate their energy supply contracts directly with the generators and wholesalers within the
free market, always following the rule of being 100% contracted. Special consumers may also
negotiate under the ACL, buying energy strictly from small hydroelectric plants (PCHs), biomass,
wind and solar power plants.
ANEEL has the proper authority to authorize the Independent Production of Energy (PIE) activities
for power plants applicable to ACL (except for hydroelectric power plants) and can operate as
energy selling agent in the SIN. Such authorizations do not depend on biddings, but only on the
fulfillment of the legislations specific requirements.
The authorizations and registrations for the Companys power plants that do not participate in the
ACR, as well as for the power plants of the selling company are listed below:

Holding Company Power Plant Concession / registration
Act
Amapari Energia S.A UTE Serra do Navio REA ANEEL 1369/2009
Eneva Comercializadora de
Energia Ltda.
N/A (authorization to operate
as an energy selling agent)
SCT/ANEEL Order 747/2008
Parnaba IV Gerao de
Energia S.A.
UTE Parnaba IV SCAG/ANEEL Order
352/2013

It should be pointed out that the exploration of the Tau solar power plant does not depend on
authorization by the Granting Power/ANEEL, because this is a solar power plant with less than 5
MW of capacity.
Recently, the regulatory framework of the power sector was amended by Provisional Measure No.
579, converted into Law No. 12,783, dated January 11, 2013, enacted with the purpose of allowing
the decrease of the cost of electric power to the Brazilian consumer, promoting moderate fees,
ensuring the power supply and rendering the production sector even more competitive.
To such end, and in order to allow the flexibilization of the electricity fees, rules were set to allow
the extension, in 2013 already, of the power generation, transmission and distribution agreements
granted by 1995
1
, which were massively amortized and depreciated.
The extension of the concessions was, as a rule, made for another 30 years, subject to the
adhesion by the agents of the sector to certain conditions. For the thermoelectric power

1
Except for thermoelectric power generation, which was allowed to have been granted at any date.
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generation, the extension was made for up to 20 years, regardless of the date of the grant. The
greatest innovation for such agents was that, at MMEs discretion, the power generated by the
plants may be directly contracted as reserve power.
The changes caused by the new regulations directly and effectively affected the generation
companies whose activities had been granted by the MME by means of concessions. Our plants
are operated or are being constructed by means of the brants that we received through
authorizations, therefore we were not directly affected by such changes.
Notwithstanding that, we believe that the measures applied by the new regulations allowed the
opening of a great space for new investors and the increase of the importance of generation
sources that are alternatives to hydroelectrical generation, especially thermoelectric.
Questioning regarding constitutionality of the New Industry Model Law
Political parties challenged the constitutionality of the New Industry Model Law before the Federal
Supreme Court. In October 2007, a decision was rendered by the Supreme Court rejecting certain
interlocutory appeals filed within the context of action by majority vote. To date, there is still no final
decision on the merits and it is unknown when this will be rendered. Meanwhile, the New Industry
Model Law remains in force. Regardless of the final decision of the Supreme Court, certain
provisions of the New Industry Model Law are expected to remain in force, especially those
relating to the prohibition against distribution companies engaging in activities unrelated to the
distribution of electricity, including electricity sales to Free Consumers and the elimination of the
right to self contracting.
If all or part of the New Industry Model Law is considered unconstitutional by the Supreme Court -
STF, the regulatory framework introduced by the new law may become null, creating uncertainty
about the governments future actions regarding electricity sector reform. However, it is important
to mention that the Supreme Court may consider issues related to the theory of fait accompli, in
the face of consolidated situations, which is the case of facts arising from Law 10,848 of 2004.
Main Regulatory Entities
Ministry of Mines and Energy - MME
The Ministry of Mines and Energy (MME) acts as the Granting Power on behalf of the Federal
Government, and its main role is to establish the sector regulation policies and guidelines.
Brazilian Electricity Regulatory Agency - ANEEL
The Brazilian electricity sector is regulated by the Brazilian Electricity Regulatory Agency
(ANEEL), a federal autonomous government agency. After enactment of the New Regulatory
Framework of the Electricity Sector, ANEELs main responsibilities were (i) regulating and
inspecting the electricity sector according to the policy determined by the MME; and (ii) respond
issues delegated to ANEEL by the Federal Government and the MME. ANEELs current
responsibilities include, among others, (i) inspection of concessions for sale, generation,
transmission and distribution of electric energy, including approval of electric energy tariffs; (ii)
enactment of regulations for the electric sector; (iii) implementation and regulation of the
exploration of the sources of energy, including the use of hydroelectric energy; (iv) promotion of
the bidding process for new concessions; (v) solution of administrative litigations among the
electric energy sector agents; and (vi) definition of the criteria and methodology to determine the
transmission tariffs.
National Council for Energy Policy - CNPE
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In August 1997, the National Council for Energy Policy (CNPE) was created to develop and
create the national energy policy. It is presided by the MME, and the majority of its members are
ministries of the Federal Government. Its aim is to optimize the use of resources to ensure the
supply of energy in the Brazilian territory.
National Electric System Operator - ONS
The National Electric System Operator (ONS) was created in 1998 and is a private non-profit
entity organized under the provisions of private law comprising the entities that render services in
the generation, transmission and distribution areas, as well as the free consumers. The Law of
New Regulatory Framework of the Electricity Sector granted to the Federal Government Power to
appoint three directors for the new Executive Board of ONS. ONS basic role is to coordinate and
control the generation and transmission of energy of the Interconnected System, subject to the
regulation and supervisory of ANEEL. The objectives and main responsibilities of ONS comprise:
(i) planning of the operation of generation and transmission of electric energy; (ii) organization and
control of the use of SIN and international interconnections; (iii) guarantee of access to the
transmission network without discrimination to all the agents of the sector; (iv) provision of
concessions to plan the electric system expansion; (v) presentation to the MME of proposals to
enlarge the Basic Network (these proposals will be taken into consideration in the planning of the
expansion of the transmission system); (vi) proposition of standards related to the operation of the
transmission system for ANEEL approval; and (vii) preparation of an optimized dispatch program
based on the availability stated by the energy generating agents.
Chamber for Electric Energy Sale - CCEE
On August 12, 2004, the Federal Government published a decree establishing the regulation
applicable to the Chamber for Electric Energy Sale (CCEE) which, on November 10, 2004,
succeeded the Energy Wholesale Market (MAE), absorbing all of its activities and assets.
One of the main roles of CCEE is to make feasible the sale of electric energy in SIN, conducting
electric energy public auctions within the Regulated Environment. Furthermore, CCEE is
responsible, among other things, for (i) registering all the energy sale contracts with the ACR, the
contracts resulting from adjustment contracting and the contracts entered into in the ACL; and (ii)
accounting for and settling the short-term transactions.
CCEE is comprised of holders of concessions, permits and authorizations of the electric sector, as
well as of Free Consumers and consumers who acquire energy through solar, wind and biomass
sources, and its Board of Directors is formed by four members appointed by those agents, and by
a member appointed by the MME, whose position is Chair of the Board of Directors.
According to the Law of the New Regulatory Framework of the Electricity Sector, CCEE is
responsible for calculating the price of the electric energy bought or sold in the spot market
(Difference Settlement Price PLD).
Energy Research Company - EPE
On August 16, 2004, through Decree 5,184, the Energy Research Company, or EPE, was created.
It is a federal government company linked to the MME. Law 10,847, of March 15, 2004, granted
the authorization for its creation. EPE is responsible for conducting strategic researches in the
energy sector, including with respect to the electric energy, oil, gas, coal and renewable energy
sources. The researches carried out by EPE will be used to concession subsidies to the
formulation, planning and implementation of actions by the MME within the sphere of the national
energy policy.
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Electric Sector Monitoring Committee - CMSE
The Law of the New Regulatory Framework of the Electricity Sector authorized the creation of the
Electric Sector Monitoring Committee (CMSE), which is managed by the MME. The CMSE is
responsible for monitoring the systems supply conditions, proposing preventive measures to
restore the appropriate conditions of service, including actions on the demand side and also
conjuncture reserve contracts on the offer side and others.
Environmental Licensing
The Brazilian environmental legislation determines that the construction, installation, enlargement
and operation of establishments and activities that use environmental resources that are
effectively or potentially able to pollute, or are able, under any circumstances, to cause
environmental degradation, will depend on previous environmental licensing. In the licensing, the
entrepreneur must present an environmental study that is compatible with the risks and damages
posed by the activity for which licensing is intended. The licensing of activities whose
environmental impacts are considered relevant requires a Previous Study on Environmental
Impact and its related Environmental Impact Report (EIA/RIMA), as well as the implementation of
measures to mitigate and compensate the environmental impacts caused by the venture. In the
case of the compensatory measures, the environmental legislation obliges the entrepreneur to
address funds to the implementation and maintenance of conservation units, according to a
percentage to be determined by the environmental entity granting the license, in accordance with
the degree of the environmental impact caused by the venture, and based on its total amount,
excluding, among others, investments referring to plans, projects and programs required in the
environmental licensing procedure for impact mitigation (cf. Law 9985/2000 SNUC).
Supplementary Law 140/2011 established the general rules to define the competence of agencies
integrating the National System for the Environment to receive environmental license applications
and conduct the environmental licensing. In general, except for the cases in which the
environmental licensing is subject to IBAMA, the environment state agencies, such as the State
Institute of Environment (INEA) in the State of Rio de Janeiro, are able to conduct the
environmental licensing. LC 140/2011 also forecast the possibility of the Municipalities promoting
the environmental licensing of activities with local impact, provided that the requirements
prescribed in that Law be met.
The environmental licensing process is phased and comprises the issue of three licenses, all of
them with determined validity terms and subject to specific conditions: (i) Preliminary License:
granted in the preliminary phase of the planning of the venture or activity, approving its location
and conception, attesting the environmental feasibility and establishing the basic requirements and
conditions to be met in the next phases of its implementation; (ii) Installation License: authorizes
the installation of the venture or activity, after fulfillment of the Preliminary License conditions and
in accordance with the specifications included in the plans, programs and projects approved,
including the environmental control measures and other conditions and (iii) Operating License:
authorizes the operation of the activity or venture, after verifying whether the requirements
included in the previous licenses were met, with the environmental control and conditional
measures determined for the operation. Each license is issued in conformity with the development
phase of the venture, and the maintenance of its validity depends on whether the requirements
established by the licensing environmental agency were met.
Water Resources
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The Water Resources National Policy determines the use of multiple water bodies and requires
that the necessary volume for impounding or effluent discharge (i) be previously authorized by the
Public Power through the concession of the right to use, with due regard for the required quality
parameters, in addition to (ii) causing the charging of amounts for this purpose. For the
hydroelectric power plants located on state Rivers, the water resources state entity is entitled to
issue the concession. If it is a river under the domain of the Federal Government, this task is made
by the National Agency of Waters (ANA).
The use of the water resources both for generation of energy and for use in the industrial
processes constitutes an activity subject to concession and subsequent charge of water use.
(b) Environmental policy of the issuers and costs incurred to comply with the
environmental regulation and, if applicable, of other environmental practices, including the
commitment to comply with the international environmental protection standards
In addition to respecting the applicable environmental legislation, ENEVA seeks to integrate the
production of energy into the preservation of the ecosystems and the welfare of the communities
where it operates. For this reason, the company incorporates the three pillars of the sustainability,
creating economically feasible, environmentally and socially fair ventures and supporting,
voluntarily, initiatives to preserve the biodiversity and develop, on a sustainable basis, the regions
where it operates.
It was the first company of the Group to establish an advisory board directed to Sustainability, and
currently it is integrated to the whole group with the presence of the Companys senior
management and representatives of all subsidiaries on a monthly basis for submission, review and
approval of the sustainability issues. Nowadays under implementation, the Management System
for the Companys Sustainability will be adopted to direct how the company will operate and will be
used as a basis for a process of improvement of all the sustainability aspects. In 2013, the
Company invested approximately R$55 million in environmental programs and actions.
Finally, it is noteworthy that the Company always seeks to contract loans from financial institutions
which adopt international standards and are regularly audited by independent auditors to verify
their compliance with national legislation and international standards.
(c) Dependence on relevant patents, trademarks, licenses, concessions, franchises,
royalty agreements relevant for the development of activities
The Company and its subsidiaries depend on the granting of authorization by the Granting
Authority/ANEEL to perform their operating activities and carry on their business. For additional
information, see items 7.3. and 9.1.(b) of this Reference Form. Additionally, the Company needs
the licenses to operate set forth in item 7.5.(b) issued by the respective environmental agency.
Except for the aforesaid authorization and licenses, the Company and its subsidiaries do not
depend on any other patents, trademarks, licenses, concessions, royalty agreements for the
development of their activities.
For additional information on the Companys trademarks and patents, domains and software, see
sections 9.1 and 9.2 of this Reference Form.

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7.6 - Relevant foreign revenue
a. Revenue from clients attributed to the issuers country of origin and its share in the
issuers total net revenue
We do not have revenue from clients located in other countries.
b. Revenue from clients attributed to each foreign country and its share in the issuers
total net revenue
We do not have revenue from clients located in other countries.
c. Total revenue from other countries and its share in the issuers total net revenue
We do not have revenue from clients located in other countries.

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7.7 - Effects of foreign regulations on activities
Given that the Company does not generate revenue in countries other than Brazil, the Company is
not subject to foreign regulations.

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7.8 - Relevant long-term relationships
ENEVAs Sustainability Policy
ENEVA operates in the generation and sale of electric power and the production and sale of fuel in
the coal and gas market, implementing transformation projects in the power segment.
The company considers sustainability to be an essential value in its strategy and business
operation, being proactive and systematic, by means of an integrated view in the adoption of
efforts able to produce the financial return expected by its shareholders and collaborators, to
ensure the reliability and efficacy of its operations; environmental protection; health and safety of
human beings; integrity of assets; cultural diversity and rational use of natural resources.
The Companys senior management leads such efforts with a proactive stance, to ensure the
application of this Policy, as a basic premise for all of its business decisions. Thus, ENEVA
undertakes to apply an Integrated Management System (SGI), as a way to:
I. Define and disseminate purposes and goals that direct the business practices towards the
valorization of people, respect for society and the environment, transparency in business
and efficacy of the operations;
II. Cause compliance with the concepts of prevention and continuous improvement in all
activities of its value chain considering the matters of operational efficiency, environmental,
social, governance, health and safety matters;
III. Identifiy and analyze the needs and expectations of the interested parties, taking them into
account in the critical analyses, including by the Senior Management, and in the definition
of actions for improvement of its Integrated Management System (SGI);
IV. Respect human rights and stimulate the development of actions intended to promote
cultural, regional and ethnic diversity in the regions where it operates;
V. Seek the development and retainment of manpower and fight discrimination, promoting
diversity in the workplace;
VI. Protect health, safety and integrity of the collaborators and other stakeholders, from the
potential risks and impacts resulting from its corporate activities and operations;
VII. Get engaged with the effective management of the solid and gas residues, water
resources and effluents, always focusing on the use of the best technologies and
processes for emission control;
VIII. Invest in research, scientific development and technologic innovation, aiming at the
rational use of natural resources and decrease of social and environmental impacts;
IX. Keep transparent relationships, with credibility and ethics, with its stakeholders, and cause
compliance with good governance and business integrity practices, in any commercial
negotiation;
X. Implementing and maintaining an Integrated Management System (SGI) that allows the
continuous improvement of the management, performance and efficacy, contributing for
the foreseeability and reach of the results, for operational, legal and financial security of
the company; in the application of the concept of Sustainability in all of its business units;
and
XI. Comply with the applicable and widely accepted laws and regulations and strive to fulfill
the international standards accepted for the environmental, social, operational and
governance performance, where they exceed the national standards.

In this sense, ENEVA reassessed the schedule for development of its Sustainability Report, taking
into account the Companys peculiarities and respective business plan. Considering the need to
systematize the information gathered from the internal study developed by the Company to enable
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the disclosure of information on sustainability in the scope of the Global Reporting Initiative (GRI)
standard, the Company aims to publish its Sustainability Report by 2015, when it expects to
consolidate the social and environmental investments currently in progress.
For more information, see item 7.5 (b) of this Reference Form.
Environmental Responsibility
The company encourages initiatives for the preservation of biodiversity and sustainable
development in the regions where it operates. These principles are reflected both in offsetting,
monitoring and mitigation actions for environmental impacts associated with Licensing and
voluntary social and environmental initiatives. Around 200 social and environmental plans and
programs are currently in progress.
Upon establishing in a region, the Company seeks to contribute to the local social development
and to keep a transparent dialogue with its target audience, in order to get to know their
expectations better, thus keeping an effective communication channel.
The Company provides direct communication channels through a 0800 toll-free telephone line and
via Internet, as well as permanent teams that interface in person with the communities where the
company is present, establishing a permanent dialogue with local associations, government
institutions, NGOs, opinion makers and other social players.
The company seeks to fully comply with legal requirements in implementing environmental
offsetting, monitoring and controlling measures.
Voluntary Investments
The Companys Social Investment actions are performed in a planned manner and linked to the
business, and their results are constantly assessed. The amount of R$19 million has already been
invested in preserving biomass and in voluntary social and environmental projects.
The Preserved Caatinga Project (Projeto Caatinga Preservada), developed in partnership with
Caatinga Association (Associao Caatinga), will enable an increase by nearly 45% in the number
of private protected areas (RPPNs) in the state of Cear. In the Pantanal area of the State of Mato
Grosso, the protected area accounts for 70,000 hectares, in accordance with the Preservation
Project (Projeto de Conservao) for Acurizal, Penha, Doroch and Rumo ao Oeste RPPNs.
By means of a commitment entered into with Chico Mendes Biodiversity Preservation Institute
(Instituto Chico Mendes de Conservao da Biodiversidade, or ICMBio), an agency of the Ministry
of Environment, the company provides funds for handling and preservation of Lenis
Maranhenses National Park. In 2012, the focus of social investment actions and projects in
locations near its ventures was on education, health and income generation areas. The Healthy
Children, Healthy Future Program (Programa Crianas Saudveis, Futuro Saudvel), which
seeks to improve childrens quality of life, contributing to the fighting and prevention of worm
infection and anemia, reached 10,000 beneficiaries.



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7.9 Other relevant information
Market Opportunities
The following are our considerations on some energy sector opportunities, from which we may
benefit, including recent regulatory changes by the Brazilian Federal Government, the
diversification of the Brazilian energy matrix, the occurrence of new energy auctions, and the
description of regions with potential for energy exploration.
Recent regulatory changes
Recently, the Brazilian federal government enacted Provisional Measure 579, converted into Law
No. 12783, dated January 11, 2013, whose purpose is to enable reduction of electricity cost to
Brazilian consumers, promote low tariffs, ensure electricity supply, and make the production sector
even more competitive.
With this purpose, and in order to allow flexibilization of electricity tariffs, rules were established to
enable the extension, in 2013, of electric power generation, transmission, and distribution
concession contracts granted until 1995
2
, which are currently heavily depreciated and amortized.
Such concessions will normally be extended over 30 years, subject to certain conditions that
industry players shall meet. For thermoelectric generation, the extension may be for up to 20
years, regardless of the date of grant. The greatest innovation for these agents is that, at MMEs
discretion, the energy generated by the plants may be directly contracted as backup power.
The changes introduced by the new regulations directly and effectively affect generating
companies whose activity has been granted by MME through concessions. Our plants are
operated or are being built through the grants we have received, after 2008, through permits.
Thus, our concessions obtained prior to 2005 are not directly affected by such changes.
Nevertheless, we believe that the measures imposed by the new regulations will open many
opportunities for new investors and increase the importance of alternative generation sources to
hydroelectric sources, especially thermoelectric generation.
Energy sector growth and structural energy deficit in the short term
In recent years, the Brazilian economy has been showing positive scenarios, arising especially
from favorable prospects, involving investments in infrastructure for the countrys growth, in sports
events to be held between 2014 and 2016 and in oil exploration and production.
Economic growth requires structural improvements enabling the long-term maintenance of a high
economic standard. As for the electricity sector, attempts have been made to structure growth in a
way to keep up with the high economic standard via, for example, the continued success of the
new and reserve energy auctions.
However, the recent regulatory changes and growth prospects coupled with the quest for
environmental sustainability and the delayed start of operations by some power plants are
factors that may negatively impact the reliability of energy supply and price stability.
Data recently published by the CMSE showed that 64% of the generation enterprises had delays
in the implementation of their schedules. In case of transmission, the delay of the lines reached
71%.
Concerns about environmental sustainability have focused mainly on the construction of large
hydroelectric plants, with high environmental impact on the region where they are installed. The

2
Except for thermoelectric power generation, which may have been granted on any date.
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government intends to encourage, in the long term, smaller hydroelectric plants and the intensified
implementation of new energy sources.
We believe that the growth in the renewable energy sector is directly related to several factors,
among which we highlight: (i) the global concern regarding the impact that energy generation from
non-renewable sources has on the environment, with the consequent replacement of fossil fuels,
(ii) international agreements providing for the use of carbon credits generated by such sources,
providing additional revenue beyond that arising from power generation, (iii) government
incentives through favorable national laws, (iv) a decrease, in recent years, in the installation costs
for new plants, in particular, wind power plants, and, finally, (iv) returns that may attract large
investment amounts from both government and private investors.
Inputs mentioned above are the same ones used in thermoelectric plants. Thus, the increased
production and consumption of such products indicates continuous parallel growth in investments
on such energy source.
We have developed and invested in projects involving alternative energy sources and have
favorable conditions for their development, such as the ownership of inputs required for operating
thermoelectric plants through partnerships. Gas production in the Gavio Real field of Parnaba
Gs Natural, will be strategically directed to the Parnaba thermoelectric plant. The field is located
close to the thermoelectric plant, allowing cost reduction for power production. The coal extracted
from the Seival Mine will be used as input for operating the Sul and Seival thermoelectric plants.
The proximity of the mine to these projects is vital for achieving competitiveness in the prices of
energy we will produce.
We therefore believe we are prepared for changes in energy policies and focused on the
investment on matrices that are strategic for the Brazilian energy sector in the coming years.
Growth of the thermoelectric power matrix
Historically, the main Brazilian power matrix has been the hydroelectric, representing
approximately 64% of the total installed capacity currently in operation, according to ANEEL. The
exploration of the hydroelectric power plants has already shown to be aggressive from an
environmental standpoint, and often insufficient to meet the consumption demand due to the
population, economic and industrial growth.
The hydroelectric power plants are, as a rule, located in regions with strong environmental
restrictions and distant from the main consumer centers, causing a great environmental impact on
the region where their reservoirs are located, and the power produced becomes scarce during
periods of great droughts. The strong droughts that affected the reservoirs of the large
hydroelectric power plants in the country in 2001 and resulted in power rationing at a national level
are a recent example of such scenario. The risk of supply and possible outages in the power
supply have stimulated the government to create incentives to alternative energy generation
sources.
As a consequence, the participation of the hydroelectric power plants in the Brazilian energy
matrix has gradually decreased since 2001. On the other hand, the more and more significant
participation of alternative energy generation sources, whether renewable or not, has been noted,
especially thermoelectric power plants, which account for 28.8% of the installed capacity in
operation in the coutry, according to ANEEL.
Due to the low levels of the reservoirs over the last five years, the thermal generation has been
operating in full capacity, increasing from 7.09% of the total consumption to 23.1%.
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Investments in new energy offers shall be necessary in the short-term, to make sure that new
power rationings do not occur, as well as to supply the new demands resulting from the
demographic growth and the economic and industrial development associated to the upcoming
large events to be hosted in Brazil. Thermoelectric power shall certainly be among such new
offers.
Possibilities of new auctions
Seeking to decrease possible weaknesses in the power supply in certain regions of Brazil, the
Federal Government has been studying the possibility of promoting regional power auctions,
considering the specific needs of each state or region. It has also been studying the breaking
down of the auctions by source of energy, in order to make up for a structural flaw in the offer,
dependency on hydrological conditions and dependency on the expansion of transmission.
The government has acknowledged the growing demand for thermoelectric power plants in certain
regions of the country. Due to the flexibility of the definition of the best location for such
enterprises, even if they allow an additional generation cost, the investment therein may be
compensated, by the needlessness of the conduction of transmission works.
The next auction for new enterprises has been scheduled by the Federal Government to take
place in June (A-3) and in September (A-5) of this year. A-3 evidences the competitiveness in the
wind power projects, while A-5 will cause an expansion to the variable cost amount (CVU)
considered in the negotiations, in order to contemplate the generation by mineral goal and natural
gas, of enterprises that shall begin to supply energy in January, 2019.
Likewise, EPE acknowledges that the thermoelectrical power plants provide security to the power
supply in the country, and is therefore studying the inclusion of new thermoelectric power plants in
the Ten-Year Power Expansion Plan (PDE 2022), in addition to the holding of a new backup
auction (second semester of 2014), which had not taken place since 2011, which shall have
photovoltaic power as the sole contender, in addition to space for projects based on solid residues.
Recently, the government admitted thatt it will have to resort to thermal power plants, such as
nuclear, coal and natural gas, to operate in a permanent manner and ensure the countrys power
security, due to the difficulties of building new hydroelectric power plants with dams. Studies being
drafted by the EPE indicate that the generation auctions scheduled to take place between 2014
and 2018 should result in the contracing of 38 GW of electric power during the five-year period,
where at least 9GW shall be contracted in wind power and about 7.5 GW in natural gas or natural
coal.
Opportunities in the Southern Region
According to data submitted by the Federal Government, which take into account the regional
growth, the power sources that predominate in each state and the consumption characteristics
along the years, it is estimated that the power consumption in the Southern region of the country
will grow about 3.8% p.a. over the next three years and 43.9% p.a. fro 2018 on, according to the
Ten-Year Expansion Plan PDE 2022.
It is also estimated that a growth of 40% is to be verified in the installed power in the Southern
region, between 2012 and 2022, a great part of such growth originating from alternative power
generation sources. That results from the fact that the hydric potential of such region is limited to
the basins of rivers Iguau, Uruguai and Paran and other small waterways that would only allow
the implementation of small hydroelectric power plants.
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In addition, the Southern regions hydrologic regimes are considered complementary and seasonal
in relation to those corresponding to the power plants in the Southeast/Center-West regions. A
bidding for the granting of large hydroelectric power plants in such region is only set for 2019.
There are, with that, great opportunities for investment in wind power and thermoelectric power
plants in the region, to guarantee the current power supply and resulting from the abovementioned
growth.
Our two projects in the region, Sul and Seival, in addition to being strategically located in a region
with a low hydric potential, also have the advantage of being close to a coal mine Seival Mine
which will serve as input for the production of power, at competitive prices.

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8.1 Description of economic group
(a) Direct and indirect controlling shareholders
The Company is directly controlled by Mr. Eike Fuhrken Batista (who holds, directly and indirectly
through Centennial Asset Mining Fund LLC and Centennial Asset Equity Fund LLC, 23.88% of the
Companys capital stock) and by DD Brazil Holdings S.A.R.L (which holds 37.90% of the
Companys capital stock), both of which are a party to a shareholders agreement signed on May
27, 2013, and which is described in item 15.5 of this Reference Form.
Centennial Asset Equity Fund LLC is fully owned by Centennial Asset Mining Fund LLC, which, in
turn, is fully owned by Mr. Eike Fuhrken Batista.
DD Brazil Holdings S.A.R.L. is a company belonging to the German group E.ON, established in
compliance with the Luxembourg laws, whose controlling shareholders are described in items 15.1
and 15.2 of this Reference Form.
The corporate purpose of Centennial Asset Equity Fund LLC, Centennial Asset Mining Fund LLC,
and DD Brazil Holdings S.A.R.L. is to hold interest in other companies.
(b) Subsidiaries and affiliates
The Company has the following direct subsidiaries or joint subsidiaries:
Interest Activities
Direct subsidiaries
Pecm II Gerao de Energia S.A. 100.00% Energy Generation - Pecm II plant
Itaqui Gerao de Energia S.A. 100.00% Energy generation - Itaqui plant
Amapari Energia S.A. 51.00% Energy generation - Serra do
Navio plant
Seival Sul Minerao Ltda. 70.00% Industry and trade of minerals
Termopantanal Participaes Ltda. 66.67% Interest in other companies
Parnaba Gerao de Energia S.A. 70.00% Energy generation - Parnaba I
plant
Parnaba II Gerao de Energia S.A. 100.00%
(1)
Energy generation - Parnaba II
plant
Parnaba V Gerao de Energia S.A. 99.99% Interest in other companies
ENEVA Investimentos S.A. 99.99% Interest in other companies
ENEVA Desenvolvimento S.A. 99.99% Interest in other companies
Tau II Gerao de Energia Ltda. 100.00% Energy generation - Solar II plant
Affiliates (equivalency)
Parnaba Gs Natural S.A. 33.33% Research, mining, refining,
trade and transport of oil and
natural gas
UTE Porto do Au Energia S.A.
(2)
50.00%
Energy generation - Au plant
Sul Gerao de Energia Ltda.
(2)
50.00%
Energy generation - Sul plant
MPX Chile Holding Ltda.
(2)
50.00%
Interest in other companies
Porto do Pecm Transportadora de Minrios S.A. 50.00% Transport of minerals through
conveyor belts in the Industrial
Complex of the Port of Pecm
OGMP Transporte Areo Ltda. 50.00% Acquisition of aircraft for
exploration of non-scheduled
air transport
Pecm Operao e Manuteno de Unidades de Gerao
S.A.
50.00% Operation and maintenance
services for energy generation
units
Seival Participaes S.A.
(2)
50.00%
Interest in other companies
Eneva Participaes S.A.
(3)
50.00%
Interest in other companies
Au II Gerao de Energia S.A.
(2)
50.00% Energy generation - Au II
plant
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Interest Activities
Mabe Construo e Administrao de Projetos Ltda. 50.00%
Interest in other companies
Parnaba Participaes S.A.
(2)
50.00%
Interest in other companies
(1)
Petra has the option to participate in up to 30% of the project upon equivalent capital contribution.
(2)
Companies in which Eneva Participaes has a direct interest of 50%.
(3) It has a 100% direct interest in the following companies: EnevaSolar Empreendimentos Ltda., EnevaComercializadora de Combustveis
Ltda., Au III Gerao de Energia Ltda., EnevaComercializadora de Energia Ltda., SPEs Ventos.


Additionally, the Company holds an indirect interest in the following companies:
Company Interest
(1)
Activities
Termopantanal Ltda. 100.00% Electricity generation
Comercializadora de Equipos y Materiales Mabe Limitada 100.00%
(2)

Execution of EPC contracts for
Pecm I, Pecm II and Itaqui
MPX Energias Renovables Ltda. 100.00%
(3)
Energy generation
CCX Castilla Generacin Ltda. 100.00%
(4)
Interest in other companies
Inversiones CCX Castilla Uno-A Ltda. 100.00%
(5)
Energy generation - Uno-A plant
Inversiones CCX Castilla Uno-B Ltda. 100.00%
(6)
Energy generation - Uno-B plant
CCX Castilla Uno SpA 100.00% Interest in other companies
Seival Gerao de Energia Ltda. 100.00% Energy generation - Seival plant
Parnaba IV Gerao de Energia Ltda. 70.00%
Energy generation - Parnaba IV
plant
Parnaba Gerao e Comercializadora de Energia S.A. 70.00% Interest in other companies
Tau Gerao de Energia Ltda. 100.00% Energy generation - Tau plant
(1)
The percentages above refer to the direct interest held by the Companys direct subsidiaries in each one of these companies, as shown in
the chart included comprised in item 8.2 of this Reference Form.
(2)
Considers the direct interest held by Pecm Operao e Manuteno de Unidades de Gerao S.A. (0.0001%) and Mabe Construo e
Administrao de Projetos Ltda. (99.9999%).
(3)
Considers the direct interests held by MPX Chile Holding Ltda. (1.00%) and CCX Castilla Generacin Ltda. (99.00%).
(4)
Considers the direct interests held by MPX Chile Holding Ltda. (99.90%) and MPX E.ON (0.10%).
(5)
Considers the direct interests held by MPX Chile Holding Ltda. (0.10%) and CCX Castilla Generacin Ltda. (99.90%).
(6)
Considers the direct interests held by MPX Chile Holding Ltda. (0.10%) and Inversiones CCX Castilla Uno-A Ltda. (99.90%).

For additional information on our direct and indirect subsidiaries and affiliates, see item 8.2 of this
Reference Form.
(c) Companys interest in the groups companies
The Company does not have any interest in companies of the economic group to which it belongs
other than those mentioned in the prior item.
(d) Interest of companies of the group in the Company
There are no shareholders in the Company other than the controlling shareholders identified in
item (a).
(e) Companies under common control
There are no companies under common control with the Company.

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8.2 - Organizational chart of economic group
The Company chose not to disclose its corporate organizational chart.

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8.3 - Restructuring transactions

As per instructions contained in CIRCULAR OFFICIAL LETTER/CVM/SEP/No. 01/2014, for
information on the relevant corporate events involving the Company or any of its controlled
companies or affiliates, please refer to item 6.5 of this Reference Form.


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8.4 - Other relevant information
There are no other relevant information to be inserted in this item 8.

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9.1 - Relevant non-current assets - other
The information on relevant non-current assets of the Company is provided in items 9.1 (a), (b)
and 9.1 (c) of this Reference Form.


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9.1 - Relevant non-current assets / 9.1.a - Fixed assests
Description of the fixed asset
Country of
location State of location City of location Type of property
Grid and substation of Amapari Energia S.A. Brazil AP Amapari Owned
Machinery and equipment of Porto do Pecm S.A. Brazil CE Fortaleza Owned
Machinery and equipment of Tau Solar Ltda. Brazil CE Fortaleza Owned
Buildings, Works and improvements of Energia Pecm Brazil CE Fortaleza Owned
Land of Parnaba I Gerao de Energia S.A. Brazil MA Sto. Antonio dos Lopes Owned
Advances (acquisition of Equipment and Construction) of Itaqui Brazil MA So Luis Owned
Advances (acquisition of Equipment and Construction) of Energia Pecm Brazil CE Fortaleza Owned
Advances (acquisition of Equipment and Construction) of Pecm II Brazil CE Fortaleza Owned
Cost of labor allocated to construction of Itaqui Brazil MA So Luis Owned
Cost of labor allocated to construction of Energia Pecm Brazil CE Fortaleza Owned
Cost of labor allocated to construction of Pecm II Brazil CE Fortaleza Owned
Capitalized interest of Itaqui Brazil MA So Luis Owned
Capitalized interest of Energia Pecm Brazil CE Fortaleza Owned
Capitalized interest of Pecm II Brazil CE Fortaleza Owned
Capitalized interest of Parnaiba Brazil MA Sto. Antonio dos Lopes Owned
Capitalized interest of Parnaiba II Brazil MA Sto. Antonio dos Lopes Owned
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Environmental permits and projects studies of ENEVA S.A. Brazil RJ Rio de Janeiro Owned

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9.1 - Relevant non-current assets / 9.1.b Patents, trademarks, licenses, concessions, franchises and technology transfer
agreements
Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

Trademarks Mixed trademark
ENEVA No.
828327300
Brazil Registration valid
until April 1, 2018
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
Trademarks Word trademark
ENEVA No.
828327297.
Brazil Registration valid
until April 1, 2018
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
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Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
Trademarks Word trademark MPX
No. 900567805
Brazil Registration valid
until May 17, 2021
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
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Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

get favorable court decisions.
Trademarks Word trademark
ENEVA No.
900567902
Brazil Registration valid
until June 28,
2021
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
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134

Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

Trademarks Word trademark
ENEVA No.
900567805
Brazil Registration valid
until August 2,
2021
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
Trademarks Mixed trademark UTE
Pecm Gerao de
Energia No.
901667943
Brazil Registration valid
until April 3, 2022
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
Reference Form - 2014 - ENEVA S.A. Version: 1

135

Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
Trademarks Mixed trademark
Energia Pecm No.
901779997
Brazil Registration valid
until April 10,
2022
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.
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136

Type of asset

Description of asset

Territory covered Term

Events that may cause loss of rights Consequences from the loss of rights

Trademarks Mixed trademark
Energia Pecm No.
901878022
Brazil Registration valid
until June 26,
2022
In the administrative scope, the events that
may lead to the loss of rights regarding
such trademarks are: (i) termination of
effectiveness terms without the due and
timely payment of official renewal fees; (ii)
partial or total waiver of our rights regarding
the products and services showing the
trademark; (iii) lapse of registration, due to
unjustified non-use of the trademark; (iv)
use of the trademark with significant
changes, which may cause changes in its
original distinctive character as it is
informed in the certificate of registration, for
a period equal to or above 5 years, as from
the registration date; or (v) statement of
annulment of registration obtained by third
parties after favorable decision in the
administrative scope. In the judicial scope,
despite holding the ownership of our own
trademarks, third parties may allege that we
are violating intellectual property rights and
get favorable court decisions.
There is no way to quantify the impact. Loss
of the rights to the trademarks implies that it
will not be possible to prevent third parties
from using identical or similar trademarks to
indicate even competing products or
services, given that the holder no longer
holds the right to exclusive use of the sign.
The possibility also exists of legal actions
being filed against the holder in the criminal
and civil spheres on the grounds of undue
use in case of violation of third partys
rights, as a result of which it may be
impossible to use the trademarks in its
business activities. In any way, the
Company understands that the loss off such
trademarks will not have a materially
adverse effect on its operations and
financial condition.


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137

9.1 - Relevant non-current assets / 9.1.c - Equity interests

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Porto do Pecm
Gerao de Energia
S.A.
08.976.495/0001-09 - Controlled Company Brazil CE So Gonalo do
Amarante
Conduction of studies,
projects, construction,
installation,
implementation,
commercial operation,
maintenance and
exploitation of a thermal
power plant named
Energia Pecm, as well as
selling the output
therefrom, and
performance of any acts
inherent to trade business
in general related to such
activities.
50.000000
Market price
12/31/2013 -5.000000 0.000000 0.00 Book value 12/31/2013 580,243,000.00
12/31/2012 66.380000 0.000000 0.00
12/31/2011 37.1500000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Pecm II Gerao de
Energia S.A.
10.471.487/0001-44 - Controlled Company Brazil CE Fortaleza Conduction of studies,
projects, construction,
installation,
implementation,
commercial operation,
99.700000
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138

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
maintenance and
exploitation of Pecm II, as
well as selling the output
therefrom, and
performance of any acts
inherent to trade business
in general related to such
activities, as well as
installation and exploitation
of electric power projects,
throughout the national
territory, including
generation and sale of
energy and electric
capacity, either within
CCEE or within other
jurisdiction regulated by
law, electric power
transmission, assistance in
projects of energy
generation, transmission,
sale and distribution,
purchase and sale, import
and export of equipment
and machinery related to
electric power generation,
export of goods,
equipment and products in
general..
Market price
12/31/2013 41.000000 0.000000 0.00 Book value 12/31/2013 631,135,000.00
12/31/2012 19.390000 0.000000 0.00
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139

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
12/31/2011 99.250000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Itaqui Gerao de
Energia S.A.
08.219.477/0001-74 - Controlled Company Brazil MA So Lus (i) Conduction of studies,
projects, construction,
installation,
implementation,
commercial operation,
maintenance and
exploitation of a thermal
power plant named UTE
Porto do Itaqui, located in
the State of Maranho, as
well as selling the output
therefrom, and
performance of any acts
related to trade business in
general related to such
activities; (ii) elaboration,
development and
management of
infrastructure projects; (iii)
port operation for bulk
loading/unloading, their
transportation through
conveyor belt(s) in So
Luis Industrial District,
including, without
limitation, acquisition,
construction, installation,
operation and
maintenance of a bulk
100.000000
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
unloading system
consisting of unloaders
and conveyor belt(s).
Market price
12/31/2013 80.000000 0.000000 0.00 Book value 12/31/2013 994,904,000.00
12/31/2012 25.110000 0.000000 0.00
12/31/2011 17.220000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Amapari Energia S.A. 08.815.601/0001-64 - Controlled Company Brazil DF Braslia Implementation and
exploitation of UTE Serra
do Navio and PCH
Capivara, and other
electric energy projects in
the State of Amap,
including generation,
transmission and sale of
energy and electrical
capacity, intermediation in
purchase and sale of
energy and electrical
capacity.
51.000000
Market price
12/31/2013 -4.000000 0.000000 0.00 Book value 12/31/2013 50,821,000.00
12/31/2012 5.090000 0.000000 0.00
12/31/2011 20.690000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Investment in thermal power generation.
UTE Porto do Au
Energia S.A.
09.130.974/0001-64 - Controlled Company Brazil RJ So Joo da Barra Generation, transmission
and sale of energy and
electrical capacity,
intermediation in purchase
and sale of energy and
electrical capacity.
50.000000
Market price
12/31/2013 -9.000000 0.000000 0.00 Book value 12/31/2013 24,701,000.00
12/31/2012 -24.92 0.000000 0.00
12/31/2011 -7.640000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Seival Sul Minerao
Ltda.
04.527.315/0001-42 - Controlled Company Brazil RJ Rio de Janeiro Industry and trade of
minerals in general,
including research, mining
and processing of minerals
reserves, provision of
geological services, import,
export, trade of mineral,
industrial and chemicals
products.
70.000000
Market price
12/31/2013 6.000000 0.000000 0.00 Book value 12/31/2013 3,707,000.00
12/31/2012 7.120000 0.000000 0.00
12/31/2011 24.480000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Investment in thermal power generation.
Sul Gerao de
Energia Ltda.
09.130.156/0001-61 - Controlled Company Brazil RS Candiota Implementation and
exploitation of electric
power plants in any part of
the national territory,
including generation and
sale of exceeding energy
and generation availability,
purchase and sale of
energy and generation
availability, either within
CCEE or other jurisdiction
regulated by law, i.e.,
directly to free consumers
or other energy traders,
including energy sale and
distribution, purchase and
sale, import and export of
goods in general and
inputs, equipment and
products.
50.000000
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 6,569,000.00
12/31/2012 -29.810000 0.000000 0.00
12/31/2011 -14.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Termopantanal
Participaes Ltda.
05.929.091/0001-68 - Controlled Company Brazil MS Corumb Generation, sale, import
and export of energy and
66.670000
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143

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
electric capacity;
intermediation in purchase
and sale of energy and
electrical capacity, either
within CCEE or other
jurisdiction regulated by
law; energy transmission;
advice on projects of
generation, transmission,
sale and distribution of
energy; purchase and sale,
import and export of
machinery and equipment
related to electric power
generation; purchase and
sale, import and export,
industrialization and
processing of natural gas,
oil and its byproducts.
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 0.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Parnaba Gerao de
Energia S.A.
11.744.699/0001-10 - Affiliated company Brazil MA So Lus Sale of natural gas, and
development, construction
and operation of thermal
power plants using natural
gas.
70.000000
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144

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Market price
12/31/2013 -25.000000 0.000000 0.00 Book value 12/31/2013 172,637,000.00
12/31/2012 115.520000 0.000000 0.00
12/31/2011 1,857.130000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Porto do Pecm
Transportadora de
Minrios S.A.
10.661.303/0001-09 - Controlled Company Brazil CE Fortaleza Transportation of minerals
through conveyor belt(s) in
Porto do Pecm Industrial
Complex including, without
limitation, acquisition,
construction, installation,
operation and
maintenance of a bulk
unloading system
consisting of unloaders
and conveyor belt(s).
50.000000
Market price
12/31/2013 33.000000 0.000000 0.00 Book value 12/31/2013 449,000.00
12/31/2012 -35.730000 0.000000 0.00
12/31/2011 52500.0000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in minerals transportation
OGMP Transporte
Areo Ltda.
13.528.307/0001-01 - Controlled Company Brazil RJ Rio de Janeiro Exploitation of eventual air
transportation of
passengers, cargo and
mail as air taxi, including
50.000000
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145

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
offshore operations
Market price
12/31/2013 -96.000000 0.000000 0.00 Book value 12/31/2013 277,000.00
12/31/2012 -9.840000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in exploitation of air transportation
Pecm Operao e
Manuteno de
Unidades de Gerao
Eltrica S.A.
13.746.853/0001-19 - Controlled Company Brazil CE So Gonalo do
Amarante
Provision of operation and
maintenance services for
electric power plants.
50.000000
Market price
12/31/2013 -44.000000 0.000000 0.00 Book value 12/31/2013 207,000.00
12/31/2012 26.380000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in operation and maintenance for electric power units
Seival Participaes
S.A.
05.790.957/0001-00 - Controlled Company Brazil SC Florianpolis Investment in other
companies.
50.000000
Market price
12/31/2013 1.000000 0.000000 0.00 Book value 12/31/2013 19,625,000.00
12/31/2012 -49.710000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Investment in other companies
Parnaba II Gerao
de Energia S.A.
14.578.002/0001-77 - Controlled Company Brazil MA So Lus Construction and operation
of thermal power plants
using natural gas and
marketing of natural gas
99.990000
Market price
12/31/2013 285.000000 0.000000 0.00 Book value 12/31/2013 328,162,000.00
12/31/2012 8525300.000000 0.000000 0.00
12/31/2011 100.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Eneva Participaes
S.A.
15.379.168/0001-27 - Controlled Company Brazil RJ Rio de Janeiro Investment in other
companies.
50.000000
Market price
12/31/2013 24.000000 0.000000 0.00 Book value 12/31/2013 159,685,000.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in other companies
A II Gerao de
Energia S.A.
15.285.704/0001-25 - Controlled Company Brazil RJ Rio de Janeiro Generation, transmission
and sale of energy and
electrical capacity,
intermediation in purchase
and sale of energy and
50.000000
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
electrical capacity.
Market price
12/31/2013 9.000000 0.000000 0.00 Book value 12/31/2013 2,331,000.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Parnaba
Participaes S/A
15.439.528/0001-39 - Controlled Company Brazil RJ Rio de Janeiro Investment in other
companies.
50.000000
Market price
12/31/2013 1395.000000 0.000000 0.00 Book value 12/31/2013 103,393,000.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in other companies.
Parnaba V Gerao
de Energia S.A.
16.523.901/0001-06 - Controlled Company Brazil RJ Rio de Janeiro Generation, transmission
and sale of energy and
electrical capacity,
intermediation in purchase
and sale of energy and
electrical capacity.
100.000000
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 1,000.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Parnaba Gerao e
Comrcio de Energia
S.A.
15.743.303/0001-71 - Controlled Company Brazil RJ Rio de Janeiro Generation, transmission
and sale of energy and
electrical capacity,
intermediation in purchase
and sale of energy and
electrical capacity.
100.000000
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 0.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in thermal power generation.
Eneva Investimentos
S.A.
16.570.411/0001-52 - Controlled Company Brazil RJ Rio de Janeiro

Investment in other
companies.
99.9900000
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 0.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in other companies.
Parnaba Gs
NaturalS.A.
11.230.122/0001-90

- Affiliated company Brazil RJ Rio de Janeiro Research, mining, refining,
processing, trade and
transport of oil from wells,
33.330000
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Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
shale gas and other rocks,
its byproducts, natural gas
and other fluid
hydrocarbons, maritime
support and port support to
assist exploitation and
production of oil and gas
offshore, as well as any
other related or similar
activities
Market price
12/31/2013 63.000000 0.000000 0.00 Book value 12/31/2013 51,899,000.00
12/31/2012 41.500000 0.000000 0.00
12/31/2011 107.570000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in energy trade
Corporate name CNPJ CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head office Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Tau II Gerao de
Energia Ltda.
17.157.518/0001-36

- Controlled Company Brazil CE Fortaleza Implementation and
exploitation of electric
power plants through
solar energy utilization,
including generation and
sale of electricity and
exceeding generation
availability.
100.000000
Reference Form - 2014 - ENEVA S.A. Version: 1

150

Corporate name CNPJ (Corporate Tax
Number)
CVM Code Type of Company Country of
incorporation
State of the head
office
City of the head
office
Description of the
activities conducted
Issuer interest (%)
Fiscal Year Book value% change Market price%
change
Amount of dividends
received (in Real)
Date Amount (in Real)
Market price
12/31/2013 0.000000 0.000000 0.00 Book value 12/31/2013 0.00
12/31/2012 0.000000 0.000000 0.00
12/31/2011 0.000000 0.000000 0.00
Reasons for acquisition and maintenance of such interest
Investment in energy trade

Reference Form - 2014 - ENEVA S.A. Version: 1

151

9.2 - Other relevant information
The Company informs that all equity interest held by it are relevant and are, therefore,
described in item 9.1 of this Reference Form.

Reference Form - 2014 - ENEVA S.A. Version: 1

152

10.1 General financial and equity conditions
The information given below has been assessed and commentd on by the Companys Officers.
The appraisals and opinions contained herein show the view and perception of our Officers
regarding our activities, businesses and performance.

The figures shown in this section 10 have been extracted from the Company consolidated
financial statements for the years ended December 31, 2013, 2012 and 2011.

(a) Managements comments on the general financial and equity conditions
The Company Management has the following comments to make on the general financial and
equity conditions of the Company:
In the fiscal year ended in 2011, the Company recorded consolidated gross revenue of R$189.9
million, R$42.3 of which from the operation of Serra do Navio thermoelectric plant and R$148.1
million by the energy trader. The Company recorded a loss of R$408.5 million for such year, but
with a consolidated cash position (cash and cash equivalents, securities) at the end of 2011 of
R$1,380.2 million, composed mainly by the issuance, in June of such year, of R$1,377 billion in
convertible debentures. The loans and financing totaled R$3.321 million.

In the fiscal year ended in 2012, Company recorded consolidated gross revenue of R$54.1
million, which totally derived from the operation of Amapari Comercializadora de Energia and
Itaqui. Our Company recorded loss of R$435.2 million for this year; however, it recorded
consolidated cash and cash equivalents as of December 31, 2012, of R$519.3 million while
securities amounted to R$3.4 million. On December 31, 2012, loans, financing and debentures
totaled R$4,924.8 million.

In the fiscal year ended in 2013, the Company recorded consolidated gross revenue of
R$1,600.3 million, which revenue was originated by the operation of controlled companies
Pecm II, Itaqui, Parnaba and Parnaba II and Amapari. The Company recorded loss of
R$942.4 million for such year, but with a consolidated cash and cash equivalents position of
R$277.6 million. On December 31, 2013, the loans, financing and debentures totaled R$6,210.5
million.

It must be stressed that due to the adoption of new accounting practices (IFRS 11), the
Company failed to proportionally record the revenue of certain invested companies, including
Comercializadora de Energia e Porto do Pecm.

The general liquidity rate of the Company, measured by the sum of the current and non-current
assets on the sum of the current and non-current liabilities was of 1.24 on December 31, 2011,
1.51 on December 31, 2012 and 1.36 on December 31, 2013.

The management is of the opinion that in the explanatory notes, on December 31, 2013,
especially explanatory note No. 1 operational context, the Company shows the financial and
equity conditions sufficient to implement our business plan and fulfill its current short, medium
and long-term obligations.

(b) Managements comments on the capital structure and the possibility of
Reference Form - 2014 - ENEVA S.A. Version: 1

153

redemption of shares or quotas
The make-up of our Companys capital structure is shown below, for the periods indicated. In
the opinion of Management, the current capital structure indicates a satisfactory relationship
between own capital and third party capital:

As of December 31, 2013, our capital structure was made up of 27% of own capital and
73% of third party capital. On such date, ENEVAs consolidated net equity was of
R$2,573 billion, while the gross debt plus liabilities to third parties totaled R$7,115
billion.
As of December 31, 2012, our capital structure was made up of 34% of own capital and
66% of third party capital. On such date, ENEVAs consolidated net equity was of
R$2,701 billion, while the gross debt plus liabilities to third parties totaled R$5,338.5
billion.
As of December 31, 2011, our capital structure was made up of 19% of own capital and
81% of third party capital. On such date, ENEVAs consolidated net equity was of
R$1.370 billion, while the gross debt plus liabilities to third parties totaled R$5,753
billion.

i. circumstances in which shares or quotas could be redeemed

Management also notes that our Company has not issued any redeemable shares.
ii. formula for calculating redemption value of shares or quotas
Management also notes that there is no formula for calculation redemption value, since
the Company has not issued any redeemable shares.
(c) Management comments on the Companys ability to meet financial commitments
assumed
Management believes that our Company is fully able to meet all its financial commitments, since
its major undertakings have been structured as Project Finance, with approximately 25% of total
investments being met from its own resources, which are disbursed pari passu with external
financing. These undertakings are also linked to Regulated Environment Electricity Sales
Contracts (CCEAR), which allow generation of fixed revenues for 15 and 20 years (provided the
parties comply with their respective contractual obligations).
Our operation is performed through an interest, as a quotaholder or shareholder, in the capital
stock of companies that develop such projects. Some of these projects are developed in
partnership with other agents of the energy sector. Funds for the projects have been raised
basically from the Companys IPO, held on December 14, 2007, and January 11, 2008, (over-
allotment shares), in the total amount of R$2 billion as well as from financing and more recently
from the issuance of 21,735,744 debentures convertible into shares, held on June 15, 2011, in
the amount of R$1.4 billion. On May 24, 2012, 21,653,300 debentures were converted into
33,255,219 new shares, by virtue of the corporate restructuring process implemented by the
Company in the year 2012. On March 28, 2013, the controlling shareholder of ENEVA S.A., Mr.
Eike Fuhrken Batista, entered into with E.ON SE an investment areement that sets forth the
following events:

Reference Form - 2014 - ENEVA S.A. Version: 1

154

(a) On May 29, 2013, E.ON purchased shares issued by the Company held by Eike Batista,
representing approximately 24.5% of ENEVAs share capital.

(b) On the date of purchase of ENEVAs shares, E.ON and Eike Batista entered into a
shareholders agreement, which governed the exercise of the voting rights and restrictions to
transfers of shares held thereby.

(c) In August 2013, the private capital increase was completed, of approximately R$ 800 million,
with a subscriptionn price set at R$6.45 per share.

The Company is working towards the partial settlement and long-term rolling, in 2014, of such
short-term financing and to capitalize the company for it to be able to face the investment needs
of possible new projects.

(d) Sources of financing for working capital and investments in non-current assets
Our reply below under item f gives details of sources for financing investments in non-current
assets.
Management believes that the sources of finance used are adequate for our Companys debt
profile, since projects have been structured on the basis of Project Finance supplied by
development banks at subsidized rates of interest and on extended repayment terms of up to 14
years.
(e) Sources of financing for working capital and investments in non-current assets
which are intended to be used to cover liquidity shortfalls

The Company is working towards the the partial settlement and long-term rolling, in 2014, of
such short-term financing and to capitalize the company for it to be able to face the investment
needs of possible new projects.

(f) Levels of indebtedness and characteristics of the debt
(i) Relevant loan and financing agreements
The following table shows our Companys consolidated indebtedness with financial
institutions as of December 31, 2013, 2012 and 2011, with their respective rates and
maturity dates. The amounts below are expressed in thousands of Reais.
Reference Form - 2014 - ENEVA S.A. Version: 1

155



Consolidated


12/31/13

12/31/12
Company Creditor

Currency Interest Rate
Maturity
Date
Actual
Rate
Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total

Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total
Itaqui BNDES (Direct) (a) R$ TJLP+2.78% 06/15/26 2.89% 11,182

9,913

830,630

2,586

823,304

11,182

10,541

898,472

2,772

890,703
Itaqui BNB (b) R$ 10.00% 12/15/26 10.14% 2,892

2,727

201,977

857

200,107

2,892

2,816

202,322

859

200,365
Itaqui BNDES (Indirect) (c) R$
IPCA + TR BNDES+
4.8%
06/15/26 4.80% 1,475

1,473

109,302

6,041

113,870

1,475

1,475

111,299

31,378

141,202
Itaqui BNDES (Indirect) (d) R$ TJLP+4.8% 06/15/26 4.94% 2,023

1,953

162,052

632

160,731

2,023

2,000

175,016

669

173,685
Pecm II BNDES (Direct) (e) R$ TJLP+2.18% 06/15/27 7.24% 7,803

6,091

710,327

2,054

706,290

7,803

6,854

695,027

2,002

690,175
Pecm II BNDES (Direct) (f) R$
IPCA+ TR BNDES +
2.18%
06/15/27 13.51% 1,740

1,294

131,607

42,840

173,153

1,740

1,482

124,439

25,814

148,772
Pecm II BNB (g) R$ 10.00% 31/01/28 10.30% 4,287

3,620

250,000

4,070

250,450

4,164

3,773

235,000

3,826

235,053
Parnaba I BRADESCO (h) R$ CDI+3.00% 12/18/14 4.49% 4,593

-

48,000

117

48,117

4,593

1,571

60,000

5,634

64,063
Parnaba I Bank Ita BBA (i) R$ CDI+3.00% 04/15/15 3.44% 11,516

-

60,670

776

61,446

8,917

4,646

65,000

7,675

68,029
Parnaba I BNDES (Direct) (j) R$ TJLP+1.88% 06/15/27 2.16% 16,867

16,860

493,444

1,370

477,980

2,998

2,998

495,676

392

493,070
Parnaba I BNDES (Direct) (k) R$
IPCA + TR BNDES +
1.88%
07/15/26 2.17% 6,953

6,663

215,988

10,408

219,733

1,236

1,237

204,388

38

203,189
Parnaba II Banco Ita BBA (l) R$ CDI+3.00% 12/30/14 - -

-

200,000

146

200,146

-

-

100,000

8,189

108,189
Parnaba II Banco HSBC (m) R$ CDI+3.00% 12/31/13 - -

-

-

-

-

-

-

125,000

10,236

135,236
Parnaba II Banco HSBC (m) R$ CDI+3.00% 12/31/13 - -

-

-

-

-

-

-

-

-

-
Parnaba II CEF (n) R$ CDI+3.00% 12/30/14 - -

-

280,000

286

280,286

-

-

325,000

21,523

346,523
Parnaba II BNDES (o) R$ TJLP+2.40% 06/1515 - 3,619

3,619

280,700

223

280,923

-

-

325,000

21,523

346,523
ENEVA S/A Banco Ita BBA (p) R$ CDI+2.65% 12/16/14 - -

-

105,790

503

106,293

-

-

105,790

368

106,158
ENEVA S/A
Promissory Notes - 1
Issuance
(q) R$ CDI+1.50% 12/15/13 - -

-

-

-

-

-

-

300,000

11,595

311,595
ENEVA S/A Banco Citibank (r) R$ CDI+2.95% 09/22/14 - -

-

101,250

3,107

104,357

-

-

101,250

2,042

103,292
ENEVA S/A Banco Citibank (s) US$ LIBOR 3M + 1.26% 09/27/17 - -

-

117,130

20

117,150

-

-

102,175

18

102,193
ENEVA S/A
Promissory Notes - 2
Issuance
(t) R$ CDI+1.50% 12/09/13 - -

-

-

-

-

-

-

300,000

1,005

301,005
ENEVA S/A
Promissory Notes - 3
Issuance
(u) R$ CDI+2.95% 12/25/13 - -

-

-

-

-

-

-

-

-

-
ENEVA S/A Banco BTG Pactual (v) R$ CDI+3.75% 12/09/14 - -

-

101,912

792

102,705

-

-

101,912

372

102,284
ENEVA S/A Banco BTG Pactual (w) R$ CDI+3.75% 06/09/15 - -

-

350,000

2,559

352,559

-

-

-

-

-
ENEVA S/A Banco BTG Pactual (x) R$ CDI+3.75% 12/09/14 - -

-

370,000

1,196

371,196

-

-

-

-

-
ENEVA S/A Banco HSBC (y) R$ CDI+2.75% 12/12/14 - -

-

303,825

1,747

305,572

-

-

-

-

-
ENEVA S/A Banco Citibank (z) R$ CDI+4.00% 11/03/14 - -

-

42,000

879

42,879

-

-

-

-

-
ENEVA S/A Banco Citibank (aa) R$ CDI+4.00% 12/09/14 - -

-

100,000

792

100,792

-

-

-

-

-
ENEVA S/A Banco Ita BBA (bb) R$ CDI+2.65% 12/05/14 - -

-

200,000

1,618

201,618

-

-

-

-

-
ENEVA S/A Banco Ita BBA (cc) R$ CDI+2.65% 12/09/14 - -

-

210,000

1,499

211,499

-

-

-

-

-
ENEVA S/A Banco Santander (dd) R$ CDI+3.25 01/1515 - -

-

66,667

336

67,003

-

-

-

-

-
ENEVA S/A Morgan Stanley (ee) R$ CDI+3.25 01/15/15 - -

-

66,667

336

67,003

-

-

-

-

-
ENEVA S/A Banco Ita BBA (ff) R$ CDI+3.25 01/15/15 - -

-

66,667

336

67,003

-

-

-

-

-


71,331

54,213

6,176,604

88,129

6,210,520

49.023

39,393

5,152,766

157,929

5,271,303


Cost to be
appropriated
Principal
Amount
Interest

Total

Cost to be
appropriated
Principal
Amount
Interest

Total


Current

2,606

2,322,842

87,906

2,410,748

6,984

1,716,403

110,555

1,819,974

Non-Current

51,607

3,853,762

223

3,853,984

32,409

3,111.363

25,852

3,104,806


Consolidado
Reference Form - 2014 - ENEVA S.A. Version: 1

156


12/31/12

12/31/11
Company Creditor

Currency Interest Rate Maturity Date Actual Rate
Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total

Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total



Itaqui BNDES (Direct) (a) R$ TJLP+2.78% 06/15/26 2.89% 11,182

10,541

898,472

2,772

890,703

11,204

11,087

868,996

3,256

861,165
Itaqui BNB (b) R$ 10.00% 12/15/26 10.14% 2,892

2,816

202,322

859

200,365

2,948

2,917

202,755

861

200,699
Itaqui BNDES (Indirect) (c) R$ IPCA + TR BNDES+ 4.8% 06/15/26 4.94% 1,475

1,475

111,299

31,378

141,202

1,358

1,344

114,470

581

113,707
Itaqui BNDES (Indirect) (d) R$ TJLP+4.8% 06/15/26 4.94% 2,023

2,000

175,016

669

173,685

2,062

2,040

172,279

787

171,026
Pecem I BNDES (Direct) (e) R$ TJLP+2.77% 06/15/26 TJLP + 3.11% 8,461

5,644

799,685

2,475

796,516

8,437

6,428

735,867

2,689

732,128
Pecem I BID (f) US$ LIBOR+3.5% 05/15/26 Libor + 4.52% 8,705

6,196

143,974

740

138,518

8,052

6,265

134,856

717

129,308
Pecem I BID (g) US$ LIBOR+3.0% 05/15/22 Libor + 4.02% 8,814

6,001

173,716

782

168,498

8,013

6,239

165,073

772

159,606
Colombia Banco Santander (h) US$ LIBOR+2.0% 07/05/12 - -

-

-

-

-

-

-

45,957

639

46,596
Pecem II BNDES (Direct) (i) R$ TJLP+2.18% 06/15/27 7.67% 7,803

6,854

695,027

2,002

690,175

7,803

7,316

579,717

2,029

574,430
Pecem II BNDES (Direct) (j) R$ IPCA+ TR BNDES + 2.18% 06/15/27 9.63% 1,740

1,482

124,439

25,814

148,772

1,740

1,660

117,886

11,749

127,975
ENEVA S/A Banco Ita BBA (k) R$ CDI+2.85% 06/17/13 - -

-

105,790

368

106,158

-

-

105,790

495

106,285
Pecem II BNB (l) R$ 10.00% 01/31/28 8.50% 4,164

3,773

235,000

3,826

235,053

4,139

4,007

235,000

3.826

234,819
Colombia Banco of Bogot (m) COP DTF (TA)+2.23% 07/03/12 - -

-

-

-

-

-

-

44,849

821

45,670
Colombia Banco HSBC (n) US$ LIBOR+2.0% 04/13/12 - -

-

-

-

-

-

-

67,004

8

67,012
Colombia Banco de Bogot (o) US$ LIBOR+2.0% 06/13/12 - -

-

-

-

-

-

-

46,895

709

47,604
Chile Banco Credit Suisse (p) US$ 8.13% 04/15/15 - -

-

23,023

400

23,423

-

-

28,137

536

28,673
Chile Banco Credit Suisse (q) US$ 8.00% 04/15/15 - -

-

15,349

263

15,612

-

-

18,758

358

19,116
Colombia Banco de Bogot (r) US$ LIBOR+3.5% 12/19/12 - -

-

-

-

-

-

-

46,895

67

46,962
Colombia Banco HSBC (s) US$ LIBOR+3.5% 06/18/12 - -

-

-

-

-

-

-

28,137

37

28,174
Parnaba I BRADESCO (t) R$ CDI+3.00% 06/26/13 4.49% 4,593

1,571

60,000

5,634

64,063

-

-

75,000

127

75,127
Parnaba I Banco Ita BBA (u) R$ CDI+3.00% 06/26/13 6.22% 8,917

4,646

65,000

7,675

68,029

-

-

125,000

212

125,212
Parnaba I BNDES (Direct) (v) R$ TJLP+2.80% 03/15/13 - -

-

-

-

-

-

-

242,729

228

242,957
Parnaba I BNDES (Direct) (w) R$ IPCA + TR BNDES + 2.8% 03/15/13 - -

-

-

-

-

-

-

157,382

118

157,500
Parnaba I BNDES (Direct) (x) R$ TJLP+1.88% 06/15/27 1.93% 2,998

2,998

495,676

392

493,070

-

-

-

-

-
Parnaba I BNDES (Direct) (y) R$ IPCA + TR BNDES + 1.88% 07/15/26 1.93% 1,236

1,236

204,388

38

203,190

-

-

-

-

-
Parnaba I Banco Santander (z) R$ CDI+3.00% 06/26/13 - -

-

-

-

-

-

-

-

-

-
Colombia Banco HSBC (aa) US$ LIBOR+2.65% 08/14/12 - -

-

-

-

-

-

-

-

-

-
Parnaba II Banco Ita BBA (bb) R$ CDI+3.00% 09/30/13 - -

-

100,000

8,189

108,189

-

-

-

-

-
Parnaba II Banco HSBC (cc) R$ CDI+3.00% 09/30/13 - -

-

125,000

10,236

135,236

-

-

-

-

-
Parnaba II CEF (dd) R$ CDI+3.00% 11/07/13 - -

-

325,000

21,523

346,523

-

-

-

-

-
ENEVA S/A Banco BTG Pactual (ee) R$ CDI+1.50% 07/15/13 - -

-

200,000

7,730

207,730

-

-

-

-

-
ENEVA S/A Banco Santander (ee) R$ CDI+1.50% 07/15/13 - -

-

100,000

3,865

103,865

-

-

-

-

-
ENEVA S/A Banco Citibank (ff) R$ CDI+1.15% 09/27/13 - -

-

101,250

2,042

103,292

-

-

-

-

-
ENEVA S/A Banco Citibank (gg) US$ LIBOR 3M + 1.26% 09/27/17 - -

-

102,175

18

102,193

-

-

-

-

-
ENEVA S/A Banco BTG Pactual (hh) R$ CDI+1.50% 12/09/13 - -

-

100,000

335

100,335

-

-

-

-

-
ENEVA S/A Banco Morgan Stanley (hh) R$ CDI+1.50% 12/09/13 - -

-

100,000

335

100,335

-

-

-

-

-
ENEVA S/A Banco Citibank (hh) R$ CDI+1.50% 12/09/13 - -

-

100,000

335

100,335

-

-

-

-

-
ENEVA S/A Banco BTG Pactual (ii) R$ CDI+1.50% 12/13/13 - -

-

101,912

372

102,284

-

-

-

-

-




75,003

57,233

5,983,516

141,066

6,067,349

55,756

49,303

4,359,432

31,622

4,341,751






Cost to be
appropriated
Principal
Amount
Interest

Total

Cost to be
appropriated
Principal
Amount
Interest

Total




Current



9,593

1,809,781

115,213

1,915,402

-

1,020,230

10,457

1,030,687

Non-Current



47,640

4,173,735

25,852

4,151,947

49,303

3,339,202

21,165

3,311,064




Reference Form - 2014 - ENEVA S.A. Version: 1

157



The table below sets forth the composition of loans of the joint subsidiary Porto do Pecm Gerao de Energia S.A. and the indirect subsidiaries MPX Chile Holding
Ltda. and Parnaba IV Gerao de Energia S.A., which, as from 2013, by applying the new consolidation rules introduced by IFRS 11, we are not obliged to show in the
financial statemets:


12/31/13

12/31/12
Company Creditor

Currency
Interest
Rate
Maturity
Date
Actual Rate
Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total

Transaction
Cost
Cost to be
appropriated
Principal
Amount
Interest

Total
Pecm I (50%) BNDES (Direct) (gg) R$
TJLP +
2.77%
06/15/26 TJLP + 3.09% 8,461

4,844

740,449

2,312

737,918

8,461

5,644

799,685

2,475

796,516
Pecm I (50%) BID (hh) US$
LIBOR
+
3.50%
05/15/26 LIBOR + 4.67% 8,808

5,296

158,142

779

153,625

8,705

6,196

143,974

740

138,518
Pecm I (50%) BID (ii) US$
LIBOR
+
3.00%
05/15/22 LIBOR + 4.16% 8,939

5,375

184,506

791

179,922

8,814

6,001

173,716

782

168,498
Chile (50%) Banco Credit Suisse (jj) US$ 8.125% 04/15/15 - -

-

10,519

183

10,702

-

-

14,907

267

15,173
Chile (50%) Banco Credit Suisse (kk) US$ 8.000% 04/15/15 - -

-

7,013

120

7,133

-

-

10,232

175

10,408
Parnaba IV
(35%)
Banco BTG Pactual (ll) R$
CDI +
2.28%
01/29/14 - -

-

24,500

1,796

26,296

-

-

-

-

-
Parnaba III
(35%)
Banco Bradesco (mm) R$
CDI +
2.53%
01/31/14 - -

-

42,000

493

42,493

-

-

-

-

-


26,208

15,514

1,167,129

6,475

1,158,089

25,980

17,841

1,142,514

4,439

1,129,113

Cost to be
appropriated
Principal
Amount
Interest

Total

Cost to be
appropriated
Principal
Amount
Interest

Total


Current

2,481

160,876

6,475

164,870

2,609

88,083

4,439

89,913

Non-Current

13,033

1,006,252

-

993,219

15,231

1,054,432

-

1,039,201




158
Below is a summary of the Companys principal debt agreements:

Itaqui Gerao de Energia SA (Itaqui)

(a) The Brazilian Development Bank (Banco Nacional de Desenvolvimento Econmico
e Social or BNDES) released the full amount of the R$784 million long-term financing for
Itaqui, in respect of sub-loans A, B and C, at an agreed annual cost of TJLP + 2.78%. The
financing period is 17 years, with amortization over 14 years and no repayments of
principal until July 2012. Sub-loan D, on the other hand, which is for R$13.7 million and
intended for social investments (BNDES Social), pays interest only at the TJLP rate and
has had a disbursement of R$11.7 million so far. The BNDES Social line of credit is for a
total period of 9 years, with amortization over 6 years and no repayments of principal until
July 2012. The interest ascertained during the grace period was capitalized with the
amounts disbursed. With that, the principal balance, on December 31, 2013, corresponds
to R$ 830.6 million. During the construction stage, the interest on such loans were
capitalized. Such funding relies on the traditional transaction security package, in the
Project Finance modality.

(b) To supplement the BNDES financing, Itaqui has raised a loan from BNB-FNE, for a
total of R$203 million, the last installment of which was disbursed on July 28, 2011, and
the loan is now drawn in full. The BNB loan is for a total period of 17 years, with
amortization over 14 years and no repayments of principal until July 2012. The annual cost
is 10%. There is a 15% compliance bonus, thus reducing the cost to 8.5% p.a. This
financing has the traditional transaction security package, in the Project Finance modality.
The principal amount balance on December 31, 2013 corresponds to R$ 201.9 million.

(c) R$99 million of the indirect BNDES line of credit, for which Banco Bradesco and
Banco Votorantim are the agents, has been disbursed to Itaqui, in respect of sub-loans A,
B, C, D and E. This portion of the loan is for a total period of 17 years, with amortization
over 14 years and no payments of capital or interest until July 2012. The agreed annual
cost is IPCA + BNDES Reference Rate + 4.8% during the construction phase, and IPCA +
BNDES Reference Rate + 5.3% when the plant is in operation. Interest ascertained during
the grace period was capitalized on the amounts dirbursed. With that, the balance of the
principal amount, on December 31, 2013, corresponds to R$ 109.3 million. During the
construction stage, the interest on such loans was capitalized. Such funding relies on the
traditional transaction security package, in the Project Finance modality.

(d) The full amount of sub-loan F, of the same loan as the previous item and which
corresponds to R$141.8 million, was passed on to Itaqui. This part of the loan is for a total
period of 17 years, with amortization over 14 years and no payments of capital or interest
until July 2012. The agreed annual cost is TJLP + 4.8% during the construction phase and
TJLP + 5.3% when the plant is in operation. Interest ascertained during the grace period
was capitalized on the amounts dirbursed. With that, the balance of the principal amount,
on December 31, 2013, corresponds to R$ 162.0 million. During the construction stage,
the interest on such loans was capitalized. Such funding relies on the traditional
transaction security package, in the Project Finance modality.

Pecm II Gerao de Energia SA (Pecm II)

(e) Pecm II received, until December 31, 2013, the amount of R$615.3 million out of
a total of R$627.3 million provided under sub-loans A, B, C, D and L of the long-term
financing provided by BNDES (in nominal R$, excluding interest during the construction


159
phase). Such sub-loans are for a total period of 17 years, with amortization over 14 years
and no payments of capital or interest until July 2013. The agreed annual cost is TJLP +
2.18%. Interest ascertained during the grace period was capitalized on the amounts
dirbursed. With that, the balance of the principal amount, on December 31, 2013,
corresponds to R$ 710.3 million. Such funding relies on the traditional transaction security
package, in the Project Finance modality.

(f) In relation to the entirety of sub-loans E, F, G, H and I of the same long-term
financing agreement with BNDES, referred to in the previous item, Pecm II has drawn
down R$110.1 million. These sub-loans are for a total period of 17 years, with amortization
over 14 years and no payments of capital or interest until July 2014. The agreed annual
cost is IPCA + BNDES Reference Rate + 2.18%. Sub-loan J for R$22 million, which was
part of this credit facility, was transferred to sub-loan A of the preceding item in April 2012.
The principal amount balance on December 31, 2013 corresponds to R$ 131.6 million.
Such funding relies on the traditional transaction security package, in the Project Finance
modality.

(g) Complementing the funding by BNDES, Pecm II has taken out a loan from BNB,
with funds from the FNE, at a total amount of R$250 million, totally disbursed. The loan
from the BNB has a total term of 17 years, with quarterly interest and 14 years for
repayment, with a grace period for the payment of the principal amount until February,
2014, at an annual cost of 10%. The financing sets forth a compliance bonus (15%), with
the consequent decrease of the cost to 8.5% per year. Such funding relies on the
traditional transaction security package, in the Project Finance modality.

Parnaba Gerao de Energia SA (Parnaba I)

(h) On December 27, 2011, project Parnaba I raised R$75 million by means of a Bank
Credit Note (CCB) issued by BRADESCO, with its controlling company being the
guarantor. Such bridge loan, to finance the installation of the Maranho IV and V
thermoelectric plants, has annual interest of 100% of the CDI rate plus 3% p.a., with
capital and interest being paid in full when the loan matures on June 26, 2013. A further
amount of R$75 million was disbursed on February 28, 2012, on the same conditions as
for the earlier disbursement. On February 28, 2012 R$90 million of the principal amount
were settled, added by the interest owed, upon the release of the long-term loan by the
BNDES described in items (j) and (k). On June 26, 2013 the company renewed the
principal amount balance of R$60 million, paying up the entirety of the interest owed until
such date, the new maturity date then becoming September 24, 2013 and the interest
being maintained at 100% of the CDI rate, plus 3% per year. On September 24, Parnaba
renegotiated the terms of the agreement, changing its due date to October 24, 2013 and
subsequently to November 24, 2013. On October 31, 2013 a new renegotiation changed
the maturity date of the agreement to December 18, 2014. The principal amount and the
interest shall be paid in 15 monthly installments. The balance of the principal amount, on
December 31, 2013, corresponds to R$ 48 million.

(i) On December 27, 2011, Parnaba I raised R$125 million by means of a Bank
Credit Note (CCB) issued to Banco Ita BBA, against the guarantee of the parent
company. Such bridge loan, to finance the installation of the Maranho IV and V
thermoelectric plants, has annual interest of 100% of the CDI rate plus 3% p.a., and its
original maturity date is on June 26, 2013, with the principal amount and interest paid at
the end. R$60 million of capital, plus interest accrued, was paid off on December 2012,
when the long-term loan from BNDES, described in items (j) and (k), was released. On


160
June 26, 2013, the company renewed the balance of the principal amount, of R$ 65
million, paying up the entirety of the interest due until such date, the new maturity date
becoming September 24, 2013 and the interest being maintained at 100% of the CDI rate,
plus 3% per year. On such date, a new renewal changed the maturity date of the
agreement to October 24, 2013 and subsequently to April 15, 2015. The principal amount
and interest shall be paid in 5 quarterly installments, beginning on April 15, 2014. The
balance of the principal amount, on December 31, 2013, corresponds to R$ 60.7 million.

(j) Parnaba I drew down R$495.7 million in December 2012, being sub-loans B and C
of the long-term BNDES financing agreement totaling R$671 million. These sub-loans will
be amortized in 168 monthly installments, starting on July 15, 2013. The agreed cost is
TJLP + 1.88% p.a. The balance of the principal amount, on December 31, 2013,
corresponds to R$ 493.4 million.

(k) Additionally, Parnaba I received, in December 2012, being the full amount of sub-
loan A of the long-term BNDES financing agreement referred to in the preceding item. This
sub-loan is to be amortized in 13 monthly installments, together with interest, starting on
July 15, 2014. The agreed annual cost is IPCA + BNDES Reference Rate + 1.88%.
Interest ascertained during the grace period was capitalized on the amounts dirbursed.
With that, the balance of the principal amount, on December 31, 2013, corresponds to R$
215.9 million. Such funding relies on the traditional transaction security package, in the
Project Finance modality.

Parnaba II Gerao de Energia SA (Parnaba II)

(l) On March 30, 2012, project Parnaba II, raised the amount of R$ 100 million by
means of a Bank Credit Note (CCB) issued to Banco Ita BBA, against the guarantee of
the parent company. With the original maturity date being on September 30, 2013 for the
payment of principal amount and interest, such bridge loan was intended to fund the
implementation of the Maranho III thermolctric power plant. Upon the maturity date, it had
annual interest of 100% of the CDI rate, plus 3% and matures on September 30, 2013,
with the principal amount and interest paid at the end. The company renegotiated the
agreement, changing its due date to December 30, 2013. It subsequently renegotiated the
agreement, changing its due date to December 30, 2014 and raised another R$100
million, due on December 30, 2014. The balance of the principal amount, on December
31, 2013, corresponds to R$ 200 million.

(m) On March 30, 2012, Parnaba II Gerao de Energia S.A. raised R$125 million by
means of a Bank Credit Note (CCB) issued to Banco HSBC, against the guarantee of the
parent company. Such bridge loan, intended to fund the implementation of the Maranho
III thermolectric power plant, has annual interest of 100% of the CDI rate, plus 3% and
matures on September 30, 2013, with the principal amount and interest paid at the end.
On September 30, 2013 Parnaba II renegotiated the agreement, changing its due date to
December 30, 2013. On June 3, 2013, another R$ 100 million was disbursed by the bank,
under the same conditions as the previous disbursement, but with the principal amount
and interest maturing on December 31, 2013. The R$ 225 million of principal amount
taken out were settled in December 2013, together with the interest incurred until such
date.

(n) In May 2012, Parnaba II raised R$325 million under a Bank Credit Notes (CCBs)
agreement with Caixa Econmica Federal, against the guarantee of the parent company.
Such bridge loan, intended to fund the implementation of the Maranho III thermolctric


161
power plant, was disbursed in a tranche of R$125 million and two of R$ 100 million, on
May 8, May 15 and June 15, 2012, respectively, and has annual interest of 100% of the
CDI rate, plus 3% and the original maturity date is on November 7, 2013 with the principal
amount and interest paid at the end. Upon the maturity date, the company renegotiated
the agreement, changing its due date to December 30, 2013. On such date, R$45 million
of principal amount were settled, in addition to interest incurred in until such date, and the
remaining amount was renegotiated, becoming due on December 30, 2014. The balance
of the principal amount, on December 31, 2013, corresponds to R$ 280.0 million.

(o) Parnaba II received from BNDES a bridge loan at the amount of R$ 280.7 million
at the end of December 2013. Such loan shall be repaid in a single installment on June 15,
2015 together with interest. The annual cost agreed upon was TJLP + 2.40%.

Eneva S.A. (Eneva)

(p) On December 16, 2013, Eneva renegotiated the Bank Credit Note (CCB),
amounting to R$105.8 million, with Banco Ita BBA S.A., paying all of the interest owed
until such date, the new maturity date then becoming December 16, 2014. The cost shall
be CDI plus 2.65% per year, with the interest and the principal amount being paid at the
end of the transaction.

(q) On July 18, 2012, Eneva publicly distributed 300 commercial promissory notes, in a
single series, with a nominal value of R$1 million each, for a total amount of R$300 million,
maturing 360 days after issue and paying interest at the CDI rate plus 1.5% p.a.. The
promissory notes were settled early on June 28, 2013, upon the issuance of new
promissory notes, described in item (u) below.

(r) On September 27, 2012, ENEVA issued a Bank Credit Note (CCB) to Banco
Citibank S.A. for an amount of R$101.250 maturing on September 27, 2013. The interest
agreed upon was 100% of the CDI rate plus 1.15% p.a. and will be payable on maturity.
On such date, Eneva S/A renewed such agreement, changing its maturity date to
September 22, 2014 and amending the interest date to CDI plus 2.95% per year.

(s) On September 27, 2012, ENEVA obtained a loan from Banco Citibank S.A through
a Credit Agreement, under Central Bank (BACEN) Resolution 4131, for US$50,000.
Interest on this raising is fixed at Libor 3M + 1.26% p.a. to be paid quarterly. The principal
is to be paid half-yearly, with no capital payments until September 26, 2014, and the loan
matures on September 27, 2017. As a currency hedge for this raising, Eneva entered into
a swap operation with Citibank itself. The principal amount balance, on December 31,
2013, corresponds to R$ 117 million. See explanatory note No. 18.

(t) On December 14, 2012, Eneva publicly distributed 300 commercial promissory
notes, in a single series, with a nominal value of R$1 million each, for a total amount of
R$300 million, maturing 360 days after issue and paying interest at the CDI rate plus 1.5%
p.a.. The promissory notes were settled upon the maturity date.

(u) On June 28, 2013, Eneva publicly distributed 33 commercial promissory notes, in a
single series, with a nominal value of R$10 million each, for a total amount of R$ 330
million, maturing on December 25, 2013, compensated at the CDI variation plus 2.95%
p.a. Such promissory notes were settled upon the maturity date.



162
(v) On December 13, 2012, Eneva issued a Bank Credit Note (CCB) to Banco BTG
Pactual for an amount of R$101.9 million, maturing on December 13, 2013. Upon the
maturity date, the facility was renegotiated, with the maturity date set for December 9,
2014. The interest shall be paid quarterly, at the CDI cost plus 3.75% p.a. The principal
amount is to be fully paid upon the maturity date.

(w) On February 7, 2013, ENEVA S.A. issued a Bank Credit Note (CCB) to Banco BTG
Pactual S.A. in the amount of R$350 million, maturing on August 6, 2013. Interest, which
will be payable on maturity, was set at 100% of the CDI rate plus 2.95% p.a. On August 6,
2013, the company renegotiated the loan, changing its maturity date to December 2, 2013.
A new renegotiation postponed the maturity of the debt to June 9, 2015, with interest being
paid on a quarterly basis, at the CDI cost + 3.75% p.a. and principal amount paid at the
maturity date.

(x) Eneva issued with Banco BTG Pactual two Bank Credit Notes (CCB), at the
individual amount of R$ 100 million, on December 9, 2013 and R$ 270 million on
December 26, 2013, both with the principal amount due on December 9, 2014. The
interest agreed upon was 100% of the CDI rate plus 3.75% p.a. and shall be paid on a
quarterly basis.

(y) On March 25, 2013, Eneva issued a Bank Credit Note (CCB) to HSBC Bank Brasil
S.A. in the amount of R$100 million, maturing on March 25, 2014. Interest, which will be
payable on maturity date, was set at 100% of the CDI rate plus 1.75% p.a. The interests
accrued until December 12, 2013 have been paid and a new maturity date agreed for
December 12, 2014. The spread for such new period shall be of 2.75% per year. Upon the
renegotiation, the company issued a new CCB at the amount of R$203.8 million, due on
December 12, 2014. The cost shall be of 100% of the CDI plus 2.75% p.a., with the
interest and principal amount being paid upon the maturity date.

(z) Eneva incurred in a debt with Citibank S.A at the amount of R$42 million (as a
CCB), on November 1, 2013, due on November 3, 2014. The interest shall be paid on a
quarterly basis, at a cost of 100% of the CDI plus 4.00% p.a. and the principal amount
shall be paid upon the maturity date.

(aa) Eneva issued a Bank Credit Note (CCB) to Banco Citibank S.A at the amount of
R$100 million on December 9, 2013, due on December 9, 2014. The interest agreed upon
was 100% of the CDI, plus 4.00% p.a. with the payment of the principal amount and
interest upon the maturity date.

(bb) Eneva issued a Bank Credit Note (CCB) to Ita BBA at the amount of R$ 200
million on December 5, 2013, due on December 5, 2014. The interest agreed upon was
100% of the CDI, plus 2.65% p.a., with the payment of the principal amount and interest
upon the maturity date.

(cc) Eneva issued a Bank Credit Note (CCB) to Ita BBA at the amount of R$ 210
million, on December 9, 2013, due on December 9, 2014. The interest agreed upon was
100% of the CDI, plus 2.65% p.a., with the payment of the principal amount and interest
upon the maturity date.

(dd) Due to the negotiations of OGX Maranho (currently Parnaba Gs Natural), Eneva
incurred in, with Banco Santander, a debt at the amount of R$66.6 million (as a CCB), on
November 4, 2013, due on January 15, 2015. The interest shall be paid on a quarterly


163
basis, at the cost of 100% of the CDI plus 3.25% p.a., until June 14, 2014, 3.75% p.a. until
September 14, 2014 and 4.25% p.a. until the date when the CCB is fully settled. The
principal amount is to be paid on the maturity date.

(ee) Due to the negotiations of OGX Maranho (currently Parnaba Gs Natural), Eneva
incurred in, with Morgan Stanley, a debt at the amount of R$66.6 million (as a CCB), on
November 4, 2013, due on January 15, 2015. The interest shall be paid on a quarterly
basis, at the cost of 100% of the CDI plus 3.25% p.a., until June 14, 2014, 3.75% p.a. until
September 14, 2014 and 4.25% p.a. until the date when the CCB is fully settled. The
principal amount is to be paid on the maturity date.

(ff) Due to the negotiations of OGX Maranho (currently Parnaba Gs Natural), Eneva
incurred in, with Ita BBA, a debt at the amount of R$66.6 million (as a CCB), on
November 4, 2013, due on January 15, 2015. The interest shall be paid on a quarterly
basis, at the cost of 100% of the CDI plus 3.25% p.a., until June 14, 2014, 3.75% p.a. until
September 14, 2014 and 4.25% p.a. until the date when the CCB is fully settled. The
principal amount is to be paid on the maturity date.

Porto do Pecm Gerao de Energia SA (Pecm I)

(gg) BNDES released, until June 30, 2013, the amount of R$1.40 billion of the long-
term financing for Pecm I. The BNDES financing agreement is for a total amount of
R$1.41 billion (in nominal R$, excluding interest during the construction phase), for a total
period of 17 years, with amortization over 14 years and no payments of capital or interest
until July 2012. The agreed annual cost is TJLP + 2.77%. Interest is being capitalized
during the construction phase. The balances of principal and interest shown in the above
table correspond to 50% of the original balances, taking into account the 50% share in the
company held by EDP Energias do Brasil S.A. This financing relies on a traditional
transaction security package in the Project Finance modality.

(hh) To supplement the direct BNDES loan, Pecm I has raised a direct loan from the
Banco Interamericano de Desenvolvimento (BID) (A Loan), amounting to US$147 million,
of which a total of US$143.78 million has been disbursed to date (equivalent to R$316,284
on December 31, 2013). The cost of the A Loan is LIBOR + 3.5% for a total period of 17
years, with amortization over 14 years and no repayments of principal until July 2012. The
balances of principal and interest shown in the above table correspond to 50% of the
original balances, taking into account the 50% share in the company held by EDP
Energias do Brasil S.A.

(ii) To supplement the direct BNDES loan, Pecm I has raised a direct loan from the
Banco Interamericano de Desenvolvimento (BID), (B loan) amounting to US$180
million, of which a total of US$176 million has been disbursed to date (equivalent to
R$369,012 on December 31, 2013). The onlending banks are the Banco Comercial
Portugus Group, Calyon and Caixa Geral de Depsito. The cost of the B Loan is LIBOR
+ 3% for a total period of 13 years, including 10 years of amortization and no repayments
of principal until July 2012 The balances of principal and interest shown in the above table
correspond to 50% of the original balances, taking into account the 50% share in the
company held by EDP Energias do Brasil S.A.

MPX Chile Holding Ltda (MPX Chile)



164
(jj) On April 13, 2011, MPX Chile entered into a foreign currency loan agreement with
Credit Suisse Bank, Eneva being the guarantor. The loan was raised in US Dollars for a
total of US$15 million (the equivalent of R$21,038 as of December 31, 2013), at a fixed
annual interest rate of 8.13%. Capital and interest are to be paid half-yearly, with no capital
payments until April 15, 2013, and the loan maturing on April 15, 2015. The balances of
principal and interest shown in the above table correspond to 50% of the original balances.

(kk) On June 29, 2011, MPX Chile entered into a foreign currency loan agreement
with Credit Suisse Bank, Eneva being the guarantor. The loan was raised in US Dollars for
a total of US$10 million (equivalent to R$18,495 on September 30, 2013), at a fixed
annual interest rate of 8%. Capital and interest are to be paid half-yearly, with no capital
payments until April 15, 2013, and the loan maturing on April 15, 2015. The balances of
principal and interest shown in the above table correspond to 50% of the original balances.

Parnaba IV Gerao de Energia SA (Parnaba IV)

(ll) On April 29, 2013, project Parnaba IV raised R$70 million in a Bank Credit Note
(CCB) agreement with Banco BTG Pactual. Such bridge loan, which was intended for the
funding of the implementation of a natural gas thermoelectric project entered into with
Kinross Brasil Minerao S.A., has annual interest of 100% of the CDI rate, plus 2.28%
per year, and matures on January 29, 2014, with the principal amount and interest paid at
the end.

Parnaba III Gerao de Energia SA (Parnaba III)

(mm) Project Parnaba III received on November 25, 2013 from Banco Bradesco a
bridge loan at the amount of R$ 120 million, with initial maturity date set for January 9,
2014. On such date, a new maturity date was agreed, for January 31, 2014. The cost of
the bridge loan is of CDI plus 2.53% per year. The principal amount and interest paid at
the end of the transaction.

In addition to the above mentioned financing, as from July 2012, the Company disbursed R$800
million as a result of loan agreements subordinated to transactions with BID, BNDES and BNB, of
which R$150 million to Porto do Pecm Gerao de Energia S.A., R$350 million to Itaqui Gerao
de Energia S.A. and R$ 300 million to Pecm II Gerao de Energia S.A.

In October and December 2012, the Company entered into two loan agreements, in each of which
the Company undertook to make R$667 thousand available to Pecm Operao e Manuteno de
Unidades de Gerao Eltrica S.A., at an annual cost of 110% of the CDI, with maturities currently
fixed for September 30 and December 31, 2013, respectively.
Management of the Company states that the total amount of debt of any nature, which was
defined in Circular Letter CVM/SEP/No. 01/2014 is the aggregate total of the Companys
consolidated Current and Non-Current Liabilities, is not contractually subordinated, except for the
legal subordination arising from the collateral given by the Company to its financial creditors.
As of December 31, 2013, the Companys total consolidated debt of any nature was of R$ 6,077.4
million, R$ 3,961.8 million of this was collateralized, with preference, in the case of collective
insolvency proceedings, over the unsecured creditors of the Company, which at the same date
amounted to R$ 2,115.9 million.
.


165

On December 31, 2012, the Companys total consolidated debt of any nature was of R$ 6,746.6
million, R$ 3,898.3 million of this was collateralized, with preference, in the case of collective
insolvency proceedings, over the unsecured creditors of the Company, which at the same date
amounted to R$ 2,848.4 million.

The table below shows the financial debt and the non-financial debt and the Companys total
indebtedness for the periods indicated:

(in thousands of R$) 12/31/2013 12/31/2012
Financial Debt 6,210,520 6,067,349
Non-financial Debt 904,819 679,256
Total Indebtedness 7,115,339 6,746,605

For more information on the Companys indebtedness, see item 3.7 of this
Reference Form.

(ii) Other long-term relationships with financial institutions

On December 31, 2013 we did not have, in our liabilities, any long-term transaction nwith financial
institutions, in addition to those already described in item 10.1(f)(i) of this Reference Form.

(iii) Degree of subordination between debts

The long-term financing agreements entered into by our Companys subsidiaries and described
above are for the most part structured as Project Finance and are collateralized. The undertakings
that have been financed are subject to the usual market obligations not to issue guarantees of any
kind for transactions with other creditors, without the same guarantees being offers to the lenders,
except with the prior express authorization of the latter, other than encumbrances allowed in terms
of the corresponding agreements.
Furthermore, the financing agreements entered into by one undertaking are in no way
subordinated to debts contracted in respect of the other undertakings.

(iv) Any restrictions imposed on the Company, in particular regarding borrowing limits
and the raising of new debt, dividend distribution, asset disposal, the issue of new
securities or the transfer of control of the Company

As a way to monitor the financial situation of the Company and its invested companies, by the
creditors involved in financial agreements, some of them include specific clauses of financial
covenants.

The financing agreements related to projects Porto do Pecm Gerao de Energia S.A., Pecm II
Gerao de Energia S.A., Itaqui Gerao de Energia S.A. and Parnaba Gerao de Energia S.A.
contain specifications of minimum rates (rates of coverage of debt service generation of
operational cash divided by the annual debt service) intended to measure the payment ability of
the financial expense in relation to EBITDA ("earnings before interest, taxes, depreciation and
amortization").

On December 31, 2013 all financial covenants set forth in the agreements had been met.



166
Certain financing agreements also have clauses with non-financial covenants, usual in the market
and summarized below, which, on December 31, 2013, are fully met.

Obligation to periodically submit to the creditors financial statements.
Creditors right to carry out inspections and visits to its premises.
Obligation to keep up-to-date with tax, social security and labor obligations.
Obligation to keep in force contracts that are material to its transactions.
Respect the environmental legislation and keep the licenses necessary for its transactions
in force.
Contractual restrictions regarding transactions with related parties and disposal of assets
outside the normal course of business, that is, any transaction with related parties or
disposal of assets that provably causes a material change to the Companys economic
capabilities.
Restrictions regarding the change of direct or indirect control in the Companys control
group and material change to the corporate purpose and constituent documents of the
debtors, provided that they have not been approved by the creditors; and
Taking out of additional loans in the projects with Project Finance and sharing of
guarantees, provided that it has not been approved by the creditors of the respective
projects

No situations of failure to comply with financial and non-financial covenant clauses were identified
as of December 31, 2013.

(g) Limits on use of financing previously contracted
The table below shows the financing contracted by the Company and its subsidiaries, as well as
the total disbursed as of December 31, 2013:

R$ MM Disbursed % Disbursed Total
Pecm I 1,958 99.1% 1,976
Itaqui 1,239 99.9% 1,241
Pecm II 975 98.8% 987
Parnaba I 700 78.9% 888
Total 4,872 95.6% 5,092
Amounts disbursed by December 31, 2013

Porto do Pecm Gerao de Energia S.A. (Pecm I)

The company has a Financing Agreement upon Opening of Credit entered into with BNDES, which
provides for financing of R$1.4 billion (in nominal R$, excluding interest during the construction
phase), divided into sub-loans A, B, C and D, for a total period of 17 years, with amortization over
14 years and no payments of capital or interest until July 2012. The agreed annual cost is TJLP +
2.77%. Interest is to be capitalized during the construction phase. As of December 31, 2013 a total
of R$ 1.393 billion was disbursed. The undertaking also has a financing agreement with the Inter-
American Development Bank (BID), providing for an A Loan for a total of USD147 million and a B
Loan for a total of USD180 million. The A Loan is for a total period of 17 years, with amortization
over 14 years and no repayments of principal until July 2012. As of December 31, 2013, US$117
million had been disbursed on October 30, 2009, US$22.68 million on September 2, 2010 and
US$4.05 million on February 2, 2011, at an annual cost of LIBOR + 3.5%. The B Loan is for a


167
total period of 13 years, including 10 years of amortization and no repayments of principal until
July 2012. As of December 31, 2013, US$143 million had been disbursed on October 30, 2009,
US$27.72 million on September 2, 2010 and US$4.95 million on February 2, 2011, at an annual
cost of LIBOR + 3,0%.

Porto do Itaqui Gerao de Energia S.A. (Itaqui)

The company has a Financing Agreement upon Opening of Direct Credit entered into with BNDES,
which provides for a loan of R$797 million. The agreed annual cost is TJLP + 2.78%, with part of
the line being for social investments (BNDES Social) for an amount of R$10 million and paying the
TJLP rate only. The BNDES Social line is for a total period of 9 years, including 6 years of
amortization and no repayments of principal until July 2012. The financing period for the remaining
amount is 17 years, with amortization over 14 years and no capital repayments until July 2012.
Interest on these loans is to be capitalized during the construction phase. As of December 31,
2013 a total amount of R$ 795 million had been disbursed. As a supplement to the direct BNDES
line of credit, Itaqui has an indirect line of BNDES credit on-lent by Banco Bradesco S/A and
Banco Votorantim S/A, for a total of R$241 million. This portion of the loan is for a total period of
17 years, with amortization over 14 years and no payments of capital or interest until July 2012.
The agreed annual cost for sub-loans A, B, C, D and E is IPCA + Reference Rate + 4.80% during
the construction phase and UMIPCA + Reference Rate + 5.30% when the plant is in operation.
The agreed annual cost for sub-loan F is IPCA + 4.80% during the construction phase and IPCA +
5.30% during the operational phase. Interest on these loans is to be capitalized during the
construction phase. As of December 31, 2013 the totality of the loan had been disbursed. In
addition to the direct and indirect BNDES financing, the Itaqui Gerao de Energia S.A. conta com
um emprstimo do BNB-FNE, no montante total de R$ 203 million. thermoelectric plant has a loan
from BNB-FNE, for a total amount of R$203 million. The BNB loan is for a total period of 17 years,
with amortization over 14 years and no capital repayments until July 2012. The annual cost is
10%. The conditions of the financing include a 15% compliance bonus, thus reducing the cost to
8.5% p.a. As of December 31, 2013 a total of R$203 million had been disbursed.

Pecm II Gerao de Energia S.A. (Pecm II)

The company has a long-term Financing Agreement upon Opening of Credit entered into with
BNDES, which provides for a loan totaling R$737.39 million (in nominal R$, excluding interest
during the construction phase), divided into sub-loans A, B, C, D, E, F, G, H, I, J and L. These sub-
loans, amounting to an aggregate amount of R$627.2 million, are for a total period of 17 years,
with amortization over 14 years and no payments of capital or interest until July 2013. The agreed
annual cost is TJLP + 2.18%. Part of the line, the equivalent of R$2 million, is for social
investments (BNDES Social) and pays the TJLP rate only. The BNDES Social line is for a total
period of 9 years, with amortization over 6 years and no repayments until July 2013. These sub-
loans, amounting to an aggregate amount of R$110.1 million, are for a total period of 17 years,
with amortization over 14 years and no payments of capital or interest until June 2014. The agreed
annual cost is IPCA + TR BNDES + 2.18%. As of December 31, 2013, a total of R$ 725 million had
been disbursed. As a supplement to the BNDES financing, MPX Pecm II Gerao de Energia
S.A. has raised a loan from BNB with FNE funds, for a total amount of R$250 million (in nominal
R$), for a period of 17 years with quarterly interest payments and amortization over 14 years. No
payments of principal will be made until February 2014, and the annual cost is 10%. The
conditions of the financing include a 15% compliance bonus, thus reducing the cost to 8.5% p.a.
As of December 31, 2013, the loan totaling R$250 million had been disbursed.

Parnaba I Gerao de Energia S.A. (Parnaba I)



168
This plant has funds arising from Bank Credit Notes issued to Banco Ita BBA, Banco Bradesco
and Banco Santander, in the amounts of R$125.0 million, R$150.0 million and R$150.0 million
respectively. The cost of such bills corresponds to 100% of CDI plus 3.0% per year, with maturity
on June 26, 2013. These amounts were partially settled by the release of funds of the long-term
Financing Agreement entered into with BNDES. Only the CCB of R$150 million issued to Banco
Santander was fully settled.

The Parnaba I Gerao de Energia S.A. thermoelectric plant has a long-term Financing
Agreement through Opening of Credit with BNDES, signed on December 18, 2012, in the amount
of R$887,516 million, subdivided into sub-loans A, B, C and D.
The Parnaba I Gerao de Energia S.A. thermoelectric plant was released R$495.6 million, of the
R$671 million provided under sub-loans B and C of the long-term financing agreement entered
with BNDES. These sub-loans will be repaid in 168 monthly installments, the first installment being
due, together with interest, on July 15, 2013. The annual cost agreed is TJLP + 1.88%. This
financing also includes sub-loan D, directed toward social investments (BNDES Social) in the
amount of R$12.2 million, which has not yet been disbursed and is only subject to TJLP cost.
Additionally, Parnaba I Gerao de Energia S.A. thermoelectric plant was released R$204.3
million of the total sub-loan A of the aforesaid long-term financing agreement entered with BNDES.
This sub-loan will be repaid in 13 monthly installments, the first installment being due, together
with interest, on July 15, 2014. The annual cost agreed is IPCA + TR BNDES + 1.88%.

The total amount of R$700 million disbursed in December 2012 for the long-term financing
agreement entered into with BNDES, with respect to Sub-loans A, B and C, was used to settle: (i)
the entire short-term financing granted by BNDES of R$400 million; (ii) the entire CCB of R$150
million issued to Banco Santander; (iii) R$90 million of the total R$150 million of CCBs issued to
Banco Bradesco; and (iv) R$60 million of the total R$125 million of the CCB issued to Banco Ita
BBA. Funds from the balance to be disbursed by BNDES will be used to settle the amount of the
current short-term debt.
To guarantee the financing granted through sub-loans A, B and C, bank guarantees were issued in
the total amount of R$700 million, of which R$310 million were disbursed by Banco Ita BBA S/A,
R$240 million were disbursed by Banco Bradesco S/A and R$150 million were disbursed by
Banco Santander (Brasil) S/A.
(h) Significant changes in financial statements items:
The following information expresses the opinions of our Management.
The summary of the Companys financial statements for the fiscal years ended December 31,
2013, 2012 and 2011, were extracted from our consolidated financial statements, which were
prepared under the responsibility of the Companys management and according to the IFRS and
the accounting practices adopted in Brazil.
The Companys Management understands that the Company adopted all rules, revisions of rules
and interpretations issued by IASB and then in effect, and applicable to the financial statements as
of December 31, 2013, 2012 and 2011.

The consolidated financial statements included the financial statements of our Company and of the
business in which the Company has share control, directly or indirectly, and whose fiscal years
coincide with ours and whose accounting practices are uniform.
As from January 1, 2013, the Company adopted IFRS 10 and IFRS 11, whose accounting policy is
as follows:


169
IFRS 10 establishes one single model that is applicable to all entities, including special
purpose entities. The changes introduced by IRFS 10 required significant judgment from
Management to determine which entities are controlled, and, thus, which entities must be
consolidated by a parent company, compared to the requirements provided for in IAS 27.
IFRS 11 eliminated the option to record joint ventures (ECC) based on proportional
consolidation. In turn, ECCs that may correspond to the definition of joint venture were
recorded based on equity pick-up.

The adoption of IFRS 10 and IFRS 11 was made retroactively regarding the quarterly financial
statements for the period ended March 31, 2012.
In compliance with IFRS 11, the investments made in the joint ventures: Porto do Pecm Gerao
de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte Areo
Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e
Administrao de Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao
de Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., A II Gerao de
Energia S.A., Eneva Comercializadora de Energia Ltda and Eneva Participaes S.A. were
assessed at the equity method in the individual and consolidated quarterly statements for the
three-months ended December 31, 2013 and 2012.

Comparison of our consolidated income in the three-month periods ended December 31,
2013 and December 31, 2012.

The statements of income for the periods ended December 31, 2013 and 2012 consider the
accounting practices adopted as from January 1, 2013, which were adjusted retroactively in the
statement of income of the period ended December 31, 2012.

(In thousands of Reais) Consolidated


2013

AV

2012

AV

Var13/12

(Re-submitted)

Revenue from sale of goods and/or services 1,438,831

100%

48,786

100%

2849%
Cost of goods and/or services sold (1,507,047)

-105%

(50,949)

-104%

2858%
Gross profit (68,216)

-5%

(2,163)

-4%

3054%
Operating revenue/expenses (358,957)

-25%

(404,708)

-830%

-11%
General and Administrative (167,261)

-12%

(231,026)

-474%

-28%
Staff and management (79,762)

-6%

(111,440)

-228%

-28%
Other expenses (12,323)

-1%

(12,411)

-25%

-1%
Services from third parties (64,803)

-5%

(92,139)

-189%

-30%
Depreciation and repayment (3,125)

0%

(2,788)

-6%

12%
Lease and Rent (7,248)

-1%

(12,248)

-25%

-41%

0%

0%

0%
Other operational revenue 4,424

0%

1,208

2%

266%
Other operational expense (43,108)

-3%

(16,787)

-34%

157%
Unsecured Liabilities (7,717)

-1%

(14,671)

-30%

-47%
Losses in the disposal of assets (7,231)

-1%

(879)

-2%

723%
Provision for losses in investments (23)

0%

(1,237)

-3%

-98%
CCC benefit write-off (24,617)

-2%

-

0%

0%


170
(In thousands of Reais) Consolidated


2013

AV

2012

AV

Var13/12

(Re-submitted)

Others (3,520)

0%

-

0%

0%
Equity pick-up results (153,012)

-11%

(158,103)

-324%

-3%

0%

0%

0%
Results before financial income and taxes on profits (427,173)

-30%

(406,871)

-834%

5%

0%

0%

0%
Financial results (506,096)

-35%

(90,459)

-185%

459%
Financial revenue 88,513

6%

(249,822)

-512%

-135%
Positive Exchange Variation 15,346

1%

25,086

51%

-39%
Debentures Fair Value (479)

0%

62,482

128%

-101%
Financial Investment 63,707

4%

76,599

157%

-17%
Financial derivatives 2,728

0%

(422,684)

-866%

-101%
Other financial revenues 7,211

1%

8,695

18%

-17%
Financial expenses (594,609)

-41%

159,363

327%

-473%
Negative exchange variation (33,745)

-2%

(16,479)

-34%

105%
Financial derivatives (3,339)

0%

398,638

817%

-101%
Debentires interest/costs (786)

0%

(130,863)

-268%

-99%
Debentures fair value -

0%

-

0%

0%
Debt Charges (364,832)

-25%

(47,248)

-97%

672%
Financial Assistance (123,093) -9% - 0% 0%
Other financial expenses (68,814)

-5%

(44,685)

-92%

54%

0%

0%

0%
Result before taxes on profit (933,269)

-65%

(497,330)

-1019%

88%

0%

0%

0%
Income Tax and Social Contribution on Profits (11,152)

-1%

62,876

129%

-118%
Current (3,744)

0%

(1,921)

-4%

95%
Deferred (7,408)

-1%

64,797

133%

-111%

0%

0%

0%
Net results of the fiscal year (944,421)

-66%

(434,454)

-891%

117%

-

0%

-

0%

0%
Losses of the fiscal year (944,421)

-66%

(434,454)

-891%

117%

-

0%

-

0%

0%
Attributed to partners of controlled company (942,455)

-66%

(435,202)

-892%

117%
Attributed to non-controlling partners (1,966)

0%

748

2%

-363%

Net operating revenues
The Companys net operating revenues went from R$48.7 million in the period ended December
31, 2012 to R$1,438.8 million in the period ended December 31, 2013, representing an increase of
2,849%. Management believes that this variation was primarily due to the fact that Parnaba I and
Itaqui thermoelectric plants projects intensified their business operations in the fiscal year of 2013,
which increased the sales of energy in relation to the same period in 2012. The consolidated net
revenue is mostly made up of the revenue from the Power Sale Agreements in Regulated Market


171
(CCEAR) of Itaqui, Pecm II and Parnaba I and for the independent producer agreeent in the free
market, of Parnaba II.

Itaqui: The Net Revenue affected by the review of the reimbursement criterion to be applied in
case of delay in the beginning of the plants commercial operations, approved by ANEEL in
December 2013. Previously, the reimbursement criterion established that the reimbursement
be based on the plants cost-benefit ratio (ICB), that is, the average estimated cost of the plant
for the National Integrated System (SIN) at the time of the auction in which the plant sold
power. The new methodology determines that the reimbursement criterion be based on the
actual cost (online) of the plant to SIN (ICB Online), if it is available. The decision was
retroactive to the date of beginning of the CCEAR, on December 20, 2012, resulting in an
additional revenue of R$17.2 million at the 4T13.
Pecm II: The plant received authorization to begin its commercial operations on October 18,
2013. The net revenue on December 31, 2013, which totaled R$ 146.6 million, was positively
affected by the approval of the new reimbursement criterion ICB Online (R$ 6.1 million) and by
the injunction that granted to Pecm II the right to receive fixed revenue as from September
2013, until the date of beginning of its commercial operations (R$ 31 million). In August, 2013
ANEELs board determined the postponement of the beginning of the Power Sales
Agreements in the Regulated Market (CCEARs) of Pecm II until the beginning of the
commercial operations of the substation and the transmission line, which took place in
October. Seeing as the plant had been ready to go into operation on July 1
st
, 2013, the
Company filed an injunction against ANEEL, requesting that the fixed revenue be paid from
July onwards. In September, an injunction granted by the Federal Courts ordered Pecm II to
be entitled to receive fixed revenue as from the date of the injunction, until the date of
commercial operation. The company is still awaiting a court decision regarding its right to
receive the fixed revenue related to the months of July and August, 2013, at the amount of R$
48 million.
Parnaba I: The plant received authorization to partially begin its commercial operations on
February 1
st
, 2013 (1
st
turbine) and totally on February 17, 2013 (2
nd
turbine). The net revenue
on December 31, 2013 totaled R$ 239 million.
Parnaba II: The net revenue totaled R$ 9.1 million, pertaining to a contract in the free market,
for November and December, 2013.

Cost of goods and/or services sold
The cost of goods and/or services sold went from R$50.9 million in the period ended December
31, 2012 to R$1,507 million in the period ended December 31, 2013, representing an increase of
2,858%. The Companys Management believes that this variation was basically due to the
following reasons:
Electrical Energy Purchased for Resale
In the period ended December 31, 2013 we recorded an increase in the purchase of
electrical energy for resale by the subsidiaries Itaqui, Pecm II and Parnaba II, which
represented an increase of R$252.7 million in the cost of goods and/or services sold. The
increase in the purchase of electrical energy is due to the fulfillment of the obligations of
energy supply that the Company and its subsidiaries have vis--vis regulatory bodies in
the scope of CCEAR contracts, which require that the Company and its subsidiaries
supply electrical energy in a given period through its Itaqui, Pecm II and Parnaba II
undertakings. Due to the delay in starting the power generation operations of such
undertakings, the Company was forced to purchase electrical energy on the market to
honor its electrical energy supply commitments.

Fuel for Generation of Electrical Energy
In the period ended December 31, 2013 we recorded an increase in the consumption of
coal and natural gas by the aforesaid subsidiaries amounting to R$556.2 million, which


172
increased the cost of goods and/or services sold against the same period of 2012.

Gross loss
The Companys gross loss went up from R$2.2 million in the period ended December 31, 2012 to
R$68.2 million in the period ended December 31, 2013, representing an increase of 3054%.
Management understands this increase occurred mainly as a result of the factors described
above.
Operating revenues (expenses)
General and administrative expenses
General and administrative expenses went from R$231 million in the period ended
December 31, 2012 to R$167 million in the period ended December 31, 2013,
representing a decrease by 28%. The Companys Management believes that this
reduction was mainly due to the decrease of the stock option expenses, resulting mainly (i)
from the smaller number of outstanding options and the drop in the share price, in relation
to 2012, (ii) from the smaller provision of bonus in relation to the period of 2012, (iii) from
the increase of the average salary of 8% after the completion of the annual collective
bargaining process and labor costs associated with lay-offs.

Equity Pick-up
Equity pick-up went from an expense of R$158 million in the period ended December 31,
2012 to an expense of R$153 million the period ended December 31, 2013, which
represents a decrease of 3%.

Net financial revenue

The net financial revenue went from R$90.5million of expenses in the fiscal year ended December
31, 2012 to R$506.1 million of expense, in the period ended December 31, 2013, representing an
increase of 460%. Such increase was mostly affected by the growth of the expenses with debt
charges in the Controlling Company, Itaqui, Pecm II and Parnaba I. With the end of the grace
period of the long-term financings of Itaqui, Pecm II and Parnaba I, the debt interest, which until
then were mostly capitalized, started to affect the results. The increase of the charges over the
Controlling Company is justified by the increase of the debt, due to the needs for capital
contribution in the controlled companies, for the purchase of power, due to the postponement of
the beginning of the plants commercial operations and to cover unavailability costs.

The net financial revenue was also affected by the increase of other financial expenses, resulting
from the IOF rates and structuring rates related to the refinancing of the holding companys debts,
completed in December, 2013.

Income tax and social contribution deferred
The amounts regarding income tax and social contribution deferred went from R$64.8 million of
revenue in the period ended December 31, 2012 to R$7.4 million of expenses in the period ended
December 31, 2013, representing a decrease of 111%. The Companys Management believes that
this variation was mainly due to a decrease of the Controlling Companys deferred tax, at the
amount of R$ 114 million.

Loss in the fiscal year

The Companys loss for the year rose from R$435.2 million in the period ended December 31,
2012 to R$942.5 million in the period ended December 31, 2013, representing an increase of


173
117%. The Company Management is of the opinion that this increase was due largely to the
factors mentioned above.
Comparison of our consolidated income in the financial years ended December 31, 2012
and December 31, 2011.

The statements of income for the financial years ended December 31, 2012 and 2011, presented
below, were prepared and are presented in accordance with the accounting practices in force on
December 31, 2013. The variations occurred to the financial statements of 2012 and 2011, both
re-submitted, are explained below. However, with the application of IFRS 11, from January 1st,
2013 onwards the investments in jointly controlled companies Porto do Pecm Gerao de
Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte Areo Ltda.,
Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e
Administrao de Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao
de Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., A II Gerao de
Energia S.A. and Eneva Participaes S.A are appraised by the equity method of accounting, in
the individual and consolidated financial statements. Such investments were previously
consolidated proportionally.

(In thousands of Reais)
Consolidated




2012

AV

2011

AV

Var12/11


(Re-submitted)

(Re-submitted)

Revenue from sale of goods and/or services

48,786

100%

167,873

100%

-71%
Cost of goods and/or services sold

(50,949)

-104%

(162,214)

-97%

-69%
Gross profit

(2,163)

-4%

5,659

3%

-138%
Operating revenue/expenses

(404,708)

-830%

(371,999)

-222%

9%
General and Administrative

(231,026)

-474%

(270,414)

-161%

-15%
Staff and management

(111,440)

-228%

(146,349)

-87%

-24%
Other expenses

(12,411)

-25%

(16,751)

-10%

-26%
Services from third parties

(92,139)

-189%

(90,323)

-54%

2%
Depreciation and repayment

(2,788)

-6%

(3,289)

-2%

-15%
Lease and Rent

(12,248)

-25%

(13,703)

-8%

-11%


0%

0%

0%
Other operational revenues

1,208

2%

1,128

1%

7%
Other operational expenses

(16,787)

-34%

(37,060)

-22%

-55%
Unsecured Liabilities

(14,671)

-30%

-

0%

0%
Losses in the disposal of assets

(879)

-2%

(120)

0%

631%
Provision for losses in investments

(1,237)

-3%

(36,940)

-22%

-97%
CCC benefit write-off

-

0%

-

0%

0%
Others

-

0%

0%

0%
Equity pick-up results

(158,103)

-324%

(65,653)

-39%

141%


0%

0%

0%
Results before financial income and taxes on profits

(406,871)

-834%

(366,340)

-218%

11%


0%

0%

0%
Financial results

(90,459)

-185%

(154,808)

-92%

-42%
Financial revenue

(249,822)

-512%

441,799

263%

-157%
Positive Exchange Variation

25,086

51%

5,401

3%

364%


174
(In thousands of Reais)
Consolidated




2012

AV

2011

AV

Var12/11


(Re-submitted)

(Re-submitted)

Debentures Fair Value

62,482

128%

-

0%

Financial Investment

76,599

157%

97,305

58%

-21%
Financial derivatives

(422,684)

-866%

333,098

198%

-227%
Other financial revenues

8,695

18%

5,995

4%

45%
Financial expenses

159,363

327%

(596,607)

-355%

-127%
Negative exchange variation

(16,479)

-34%

(17,376)

-10%

-5%
Financial derivatives

398,638

817%

(383,611)

-229%

-204%
Debentires interest/costs

(130,863)

-268%

(53,875)

-32%

143%
Debentures fair value

-

0%

(62,003)

-37%

-100%
Debt Charges

(47,248)

-97%

(3,865)

-2%

1123%
Financial Assistance

(44,685)

-92%

(75,878)

-45%

-41%
Other financial expenses

0%

0%

0%


(497,330)

-1019%

(521,148)

-310%

-5%
Result before taxes on profit

0%

0%

0%


62,876

129%

119,286

71%

-47%
Income Tax and Social Contribution on Profits

(1,921)

-4%

(4,867)

-3%

-61%
Current

64,797

133%

124,152

74%

-48%
Deferred

0%

0%

0%


(434,454)

-891%

(401,862)

-239%

8%
Net results of the fiscal year

-

0%

-

0%

0%


(434,454)

-891%

(401,862)

-239%

8%
Losses of the fiscal year

-

0%

-

0%

0%


(435,202)

-892%

(408,553)

-243%

7%
Attributed to partners of controlled company

748

2%

6,691

4%

-89%


Net operating revenues
The Companys net operating revenues increased from R$167.8 million in the fiscal year ended
December 31, 2011 to R$48.8 million in the fiscal year ended December 31, 2012, representing a
decrease of 71%. The Companys Management believes that this variation was mainly due to the
compliance with IFRS 11 the investment in jointly controlled companies Porto do Pecm Gerao
de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte Areo
Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e
Administrao de Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao
de Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., A II Gerao de
Energia S.A. and Eneva Participaes S.A., which from January 1st, 2013 onwards are appraised
by the equity method of accounting in the individual and consolidated financial statements. Those
investments were previously proportionally consolidated.

Cost of goods and/or services sold
The cost of goods and/or services sold increased from R$162.2 million in the fiscal year ended
December 31, 2011 to R$50.9 million in the fiscal year ended December 31, 2012, representing a


175
decrease of 69%. The increase in the purchase of electrical energy is due to the fulfillment of the
obligations of energy supply that the Company and its subsidiaries have vis--vis regulatory
bodies, under CCEAR agreements, which require that the Company and its subsidiaries supply
electrical energy in a given period through its Itaqui and Energia Pecm undertakings. Due to the
delay in starting the power generation operations of such undertakings, the Company was forced
to purchase electrical energy on the market to honor its electrical energy supply commitments.

Gross Profit (Loss)
The gross profit (loss) of the Company went from gross profit of R$4.5 in the fiscal year ended
December 31, 2011 to gross loss of R$106.6 million in the fiscal year ended December 31, 2012, a
negative variation of R$111.1 million. Management considers that this decrease occurred
principally as a result of the factors described above.
Operating revenues (expenses)
Other operating expenses
Other operating expenses went from R$37.1 million in the fiscal year ended December 31,
2011 to R$2.2 million in the fiscal year ended December 31, 2012, representing a
decrease of 94%. Management considers that this variation occurred mainly in the light of
the reduction due to the spin-off of CCX and provision for investment loss in 2011.

Equity Pick-up
Equity pick-up went from an expense of R$27.7 million in the period ended March 31,
2011 to an expense of R$34.2 million in the period ended March 31, 2012, which
represents an increase of 24%. Management understands this increased occurred mainly
due to the result recorded by affiliate Parnaba Gs Natural (former OGX Maranho).

Net financial revenues (expenses)
Financial revenues
Financial revenues increased from R$106.3 million in the fiscal year ended December 31,
2011 to R$157.8 million in the fiscal year ended December 31, 2012, representing an
increase of 48%. Management considers that this occurred mainly in the light of the
portion of the gain on the fair value of debentures.

Financial expenses
Financial expenses increased from R$197.3 million in the fiscal year ended December 31,
2011 to R$232.0 million in the fiscal year ended December 31, 2012, representing an
increase of 18%. Management believes that this variation occurred basically due to the
payment of a premium on the early conversion of the debentures. This transaction led to
an expense of R$75 million being debited in the books.

Derivative financial instruments
The values of derivatives financial instruments went from an expense of R$62.2 million in
the fiscal year ended December 31, 2011 to an expense of R$37.7 million in the fiscal year
ended December 31, 2012, representing a decrease of 39%. Management considers that
this variation occurred mainly in the light of changes in mark to market MTM of
derivatives.

Exchange variation, net
The amounts regarding net exchange variation went from an expense of R$49.1 million in
the fiscal year ended December 31, 2011 to an expense of R$15.5 million in the fiscal year
ended December 31, 2012, representing a decrease of 68%. Management believes that
this variation occurred mainly due to the effect of the transactions in foreign currency of
CCX. As a result of the partial spin-off of the Company with the transfer of the
shareholding then owned by the Company in MPX utria to CCX Carvo da Colmbia, the


176
Company failed to register in its income the operations of CCX, protecting the Company
against exchange variations of CCXs operations.

Income tax and social contribution deferred

The amounts regarding deferred income tax and social contribution went from R$142.5 million in
the fiscal year ended December 31, 2011 to R$116.9 million in the fiscal year ended December 31,
2012, representing a decrease of 18%. Management believes that this variation occurred mainly
due to the increase in tax debts arising from temporary difference, mainly, revenues from
exchange variation over loans.
Comparison of the Main Consolidated Equity Accounts on December 31, 2013 and
December 31, 2012.

The balance sheets consolidated on December 31, 2013 and December 31, 2012 consider the
accounting practices adopted as from January 1, 2013, which were adjusted retroactively in the
balance sheet consolidated on December 31, 2012 for comparability purposes.
Consolidated Balance Sheets

Consolidated

(Re-submitted)


2013

AV

2012

AV

VAR13/12

Total Assets 9,689,212

100%

8,039,595

100%

21%

Cash and cash equivalents 277,582

3%

519,277

6%

-47%
Securities -

3,441

0%

-100%
Accounts receivable 294,396

3%

21,345

0%

1279%
Grants receivable CCC 30,802

0%

17,561

0%

75%
Inventories 78,376

1%

142,687

2%

-45%
Prepaid expenses 9,825

0%

19,351

0%

-49%
Taxes recoverable 47,651

0%

37,410

0%

27%
Derivative gains 4,171

0%

3,018

0%

38%
Miscellaneous advances 5,001

0%

1,783

0%

180%
Restricted deposits 38

0%

35

0%

7%
Dividends receivable -

-

Other credits -

-



Current 747,842

8%

765,908

10%

-2%


Prepaid expenses 2,905

0%

8,494

0%

-66%
Restricted deposits 118,606

1%

135,648

2%

-13%
Grants receivable CCC -

0%

24,617

0%

-100%
Taxes recoverable 14,614

0%

24,034

0%

-39%
Income tax and social contribution - deferred 302,327

3%

305,548

4%

-1%
Loans with affiliates 191,968

2%

134,926

2%

42%


177

Consolidated

(Re-submitted)


2013

AV

2012

AV

VAR13/12

Accounts receivable with other related persons 218,680

2%

1,134

0%

19176%
Accounts receivable with affiliates 117,372

1%

6,793

0%

1628%
AFAC with joint subsidiaries 150

0%

12,425

0%

-99%
Embedded derivatives 0

0%

479

0%

-100%
Other credits 60

0%

-

0%

0%

Non-current 966,682

10%

654,098

8%

48%


Investments 941,853

10%

833,955

10%

13%

Property, plant and equipment 6,819,454

70%

5,570,399

69%

22%

Intangible 213,381

2%

215,236

3%

-1%


Consolidated

(Re-submitted)


2013

AV

2012

AV

VAR13/12

Total Liabilities 9,689,212

100%

8,039,596

100%

21%

Suppliers 331,216

3%

115,261

1%

187%
Loans and financing 2,408,142

25%

1,819,974

23%

32%
Debts with controlling shareholders -

0%

-

0%

0%
Debts with controlled shareholders -

0%

26,783

0%

-100%
Debts with other related parties -

0%

3,989

0%

-100%
Debentures 112

0%

111

0%

1%
Taxes and contributions collectable 45,934

0%

7,241

0%

534%
Social and labor obligations 16,770

0%

9,863

0%

70%
Loss from derivative transactions -

0%

22,951

0%

-100%
Contractual reserve 84,789

1%

77,374

1%

10%
Profit sharing 8,148

0%

20,633

0%

-61%
Dividends payable -

0%

1,960

0%

-100%
Other obligations 83,748

1%

3,325

0%

2419%

Current 2,978,859

31%

2,109,465

26%

41%


Loans and financing 3,802,378

39%

3,104,806

39%

22%
Debts with other related parties 307,720

3%

430

0%

71386%
Debentures 5,239

0%

4,954

0%

6%


178

Consolidated

(Re-submitted)


2013

AV

2012

AV

VAR13/12

Embedded derivatives -

0%

-

0%

0%
Loss from derivative transactions -

0%

94,797

1%

-100%
Provision for unsecured liabilities 9,286

0%

19,840

0%

-53%
Income tax and social contribution - deferred 9,591

0%

2,048

0%

368%
Provision for dismantling 2,266

0%

2,118

0%

7%
Other provisions -

0%

-

0%

0%


Non-current 4,136,480

43%

3,228,993

40%

28%

Net Equity

Capital stock 4,532,313

47%

3,731,734

46%

21%
Capital reserve 350,514

4%

321,904

4%

9%
Equity valuation adjustments (53,284)

-1%

(119,067)

-1%

-55%
Accrued losses (2,379,303)

-25%

(1,384,971)

-17%

72%

Shareholders equity attributable to controlling shareholders 2,450,240

25%

2,549,600

32%

-4%

Interest of minority shareholders 123,633

1%

151,538

2%

-18%

Total of net equity 2,573,873

27%

2,701,139

34%

-5%

Current assets
Our current assets went from R$765.9 million on December 31, 2012 to R$747.8.0 million on
December 31, 2013, representing a decrease of 2%. Management believes that this increase was
due mainly to the following reasons:
Cash and cash equivalents
Cash and cash equivalents went from R$519.3 million on December 31, 2012 to R$277.6
million on December 31, 2013, representing a decrease of 47%. The Companys
Management believes that this variation was mainly due to capital expenditure (CAPEX),
mainly in Parnaba I, Parnaba II and Porto do Itaqui which was partially offset by
fundraising through long-term loans.

Accounts receivable
Accounts receivable went from R$21.3 million on December 31, 2012 to R$294 million on
December 31, 2013, representing an increase of 1279%. The Companys Management
believes that this increase was mainly due to the fact that Parnaba I, Parnaba II and
Parnaba III and Itaqui intensified their commercial operations and that Pecm II started its
operations, resulting in an increase in energy sales of the Company and its subsidiaries in
relation to the same period in 2012.

Inventories
The value of inventories went from R$142.7 million on December 31, 2012 to R$78.4
million on December 31, 2013, representing a decrease of 45%. The Companys


179
Management believes that this variation was mainly due to the use of coal in electricity
generation process, mainly by Porto de Itaqui.

Taxes recoverable
Os valores referentes impostos a recuperar, passaram de R$37.4 million on December
31, 2012 to R$47.6 million on December 31, 2013, representing an increase of 27%. Os
The Companys Management believes that this variation was mainly due to an increase in
deferred tax assets relating to prepayment of income tax, social contribution, PIS and
COFINS, mainly relating to Porto de Itaqui project.

Non-current assets
Our non-current assets (non-current + investment + fixed assets + intangible) went from
R$7,273.7 million on December 31, 2012 to R$8,941.4 million on December 31, 2013,
representing an increase of 82%. Management believes that this variation was mainly due to the
following reasons:

Loans with affiliates
Loans with affiliates increased from R$134.9 million on December 31, 2012 to R$191.9
million in December 31, 2013, representing an increase of 42%. The Companys
Management believes that such variation was mainly due the creation by the Company
and E.ON of the joint venture Eneva Participaes S.A., in May of 2012, the Company
ceased to consolidate, totally and proportionally, its equity interests in the following
companies: Sul, Porto do A, MPX Chile, Porto do A II, Seival Participaes, Eneva
Comercializadora de Energia, Eneva Solar and Eneva Comercializadora de Combustvel
which were transferred to such joint venture. As a result of adjustment to the rule
mentioned above, the balances related to loans with subsidiaries were not eliminated, as
above mentioned.

Accounts receivable with other related persons
The amounts related to accounts receivable went from R$ 1.1 million on December 31,
2012 to R$ 218.7 million on December 31, 2013, representing an increase of 19176%.
Such variation occurred mainly due to the loan granted to PGN (R$204 million) for
payment of the financial costs.

Accounts receivable with controlled companies and jointly controlled companies
The amounts related to accounts receivable went from R$6.8 milho on December 31,
2012 to R$117.3 million on December 31, 2013, representing an increase of 1628%. Such
variation occurred mainly due to the payment of the cost of coal of Pecm I.

Fixed Assets
Fixed Assets values went from R$5,570.4 million on December 31, 2012 to R$6,819.4
million on December 31, 2013, representing an increase of 22%. The Companys
Management believes that this increase was mainly due to capital expenditure (CAPEX) in
the construction of Thermal Power Plants Parnaba I, Parnaba II and Parnaba III.

Current liabilities
Our current liabilities went from R$2,109.5 million on December 31, 2012 to R$2,978.8 million on
December 31, 2013, representing an increase of 41%. Management believes that this variation
was mainly due to the following reasons:


180
Suppliers
The amounts regarding suppliers went from R$115.3 million on December 31, 2012 to
R$331.2 million on December 31, 2013, representing an increase of 187%. Management
believes that this increase was mainly due to expenses with suppliers designated to
capital expenditure (CAPEX) in the construction of the thermoelectric power plants, with
special emphasis on enterprises Porto de Itaqui, Parnaba I and Parnaba II.

Loans and financing
The amounts regarding loans and financing went from R$1,820.0 million on December 31,
2012 to R$2,408.0 million on December 31, 2013, representing an increase of 32%.
Management believes that this increase was mainly due to an increase in short term loans
primarily taken by the Company.

Taxes and contributions to collect
Tax and contributions to collect increased from R$7.2 million on December 31, 2012 to
R$45.9 million on December 31, 2013, representing an increase of 534%. Management
believes that such increase was mainly due to PIS and COFINS incurred on revenues
generated from Itaqui and Parnaba I.

Other obligations
The amounts related to other obligations went from R$3.3 million on December 31, 2012
to R$83.7 million on December 31, 2013, representing an increase of 534%. Management
believes that this decrease was mainly due to the costs of unavailabilities resulting from
the stoppage of thermoelectric power plants Itaqui, Parnaba I and Pecm II.

Non-current Liabilities
Our non-current liabilities went from R$3,229.0 million on December 31, 2012 to R$4,136.5 million
on December 31, 2013, representing an increase of 28%. The Companys Management believes
that such variation was due to the fact that debts with other related parties increased from R$0.4
million on December 31, 2012 to R$307.7 million on December 31, 2013, representing an increase
of 71386%. The Companys Management believes that this variation was mainly due to the
obligation to purchase power by Itaqui to Eneva Comercializadora de Energia.



181
Comparison of the Main Consolidated Balance Sheet Accounts on December 31, 2012 and
December 31, 2011.

The consolidated balance sheets as of December 31, 2012 and December 31, 2011 take into
account the accounting practices adopted from January 1st, 2013 onwards, which were
retroactively adjusted to the consolidated balance sheets on December 31, 2012, for comparison
purposes.

Consolidated Balance Sheets

Consolidated

(Re-submitted)

(Re-submitted)


2012

AV

2011 AV

VAR12/11

Total Assets

8,039,595

100%

7,123,369 100%

13%

Cash and cash equivalents

519,277

6%

1,380,151 19%

-62%
Securities

3,441

0%

9,437 0%

-64%
Accounts receivable

21,345

0%

21,480 0%

-1%
Grants receivable CCC

17,561

0%

4,828 0%

264%
Inventories

142,687

2%

58,190 1%

145%
Prepaid expenses

19,351

0%

13,272 0%

46%
Taxes recoverable

37,410

0%

35,126 0%

7%
Derivative gains

3,018

0%

36,445 1%

-92%
Miscellaneous advances

1,783

0%

8,416 0%

-79%
Linked deposits

35

0%

61,844 1%

-100%
Dividends receivable

-

- -

Other credits

-

38 0

-100%


Current

765,908

10%

1,629,227 23%

-53%


Prepaid expenses

8,494

0%

1,964 0%

333%
Restricted deposits

135,648

2%

54,148 1%

151%
Grants receivable CCC

24,617

0%

24,617 0%

0%
Taxes recoverable

24,034

0%

82,689 1%

-71%
Income tax and social contribution - deferred

305,548

4%

248,862 3%

23%
Loans with affiliates

134,926

2%

680 0%

19735%
Accounts receivable with other related persons

1,134

0%

8,436 0%

-87%
Accounts receivable with affiliates

6,793

0%

- 0%

0%
AFAC with joint subsidiaries

12,425

0%

- 0%

0%
Embedded derivatives

479

0%

411,121 6%

-100%
Other credits

-

0%

- 0%

0%

Non-current

654,098

8%

832,515 12%

-21%


182

Consolidated

(Re-submitted)

(Re-submitted)


2012

AV

2011 AV

VAR12/11



Investments

833,955

10%

431,695 6%

93%

Fixed assets

5,570,399

69%

3,962,979 56%

41%

Intangible

215,236

3%

266,954 4%

-19%


Consolidated


(Re-submitted)

(Re-submitted)


2012

AV

2011 AV

VAR12/11

Total Liabilities

8,039,596

100%

7,123,369 100%

13%

Suppliers

115,261

1%

154,476 2%

-25%
Loans and financing

1,819,974

23%

994,608 14%

83%
Debts with controlled shareholders

-

0%

- 0%

0%
Debts with controlling shareholders

26,783

0%

- 0%

0%
Debts with other related parties

3,989

0%

3,697 0%

8%
Debentures

111

0%

30,463 0%

-100%
Taxes and contributions to collect

7,241

0%

17,939 0%

-60%
Social and labor obligations

9,863

0%

16,246 0%

-39%
Loss from derivative transactions

22,951

0%

27,580 0%

-17%
Contractual reserve

77,374

1%

127,965 2%

-40%
Profit sharing

20,633

0%

19,177 0%

8%
Dividends payable

1,960

0%

2,269 0%

-14%
Other obligations

3,325

0%

48,603 1%

-93%

0%
Current

2,109,465

26%

1,443,021 20%

46%


Loans and financing

3,104,806

39%

2,326,101 33%

33%
Debts with other related parties

430

0%

- 0%

0%
Debentures

4,954

0%

1,403,152 20%

-100%
Embedded derivatives

-

0%

62,003 1%

-100%
Loss from derivative transactions

94,797

1%

502,723 7%

-81%
Provision for unsecured liabilities

19,840

0%

- 0%

0%
Income tax and social contribution - deferred

2,048

0%

13,239 0%

-85%
Provision for dismantling

2,118

0%

1,946 0%

9%
Other provisions

-

0%

1,026 0%

-100%



183

Consolidated

(Re-submitted)

(Re-submitted)


2012

AV

2011 AV

VAR12/11


Non-current

3,228,993

40%

4,310,190 61%

-25%

Net Equity

Capital stock

3,731,734

46%

2,042,014 29%

83%
Capital reserve

321,904

4%

274,625 4%

17%
Equity valuation adjustments

(119,067)

-1%

(71,670) -1%

66%
Accrued losses

(1,384,971)

-17%

(970,897) -14%

43%

Shareholders equity attributable to controlling shareholders

2,549,600

32%

1,274,072 18%

100%

Interest of minority shareholders

151,538

2%

96,086 1%

58%

Total of net equity

2,701,139

34%

1,370,158 19%

97%

Current assets
Current assets went from R$1,629.2 million on December 31, 2011 to R$765.9 million on
December 31, 2012, representing a decrease of 53%. Management believes that this variation
was primarily due to the following factors:
Cash and cash equivalents
The amounts regarding cash and cash equivalents went from R$1,380.1 million on
December 31, 2011 to R$519.3 million on December 31, 2012, representing a decrease of
62%. Management considers that this variation occurred mainly due to expenses from
CAPEX investments which were partially offset by funding, via capitalization through the
issue of common shares.

Accounts receivable
Accounts receivable increased from R$58.2 million on December 31, 2011 to R$142.7
million on December 31, 2012, representing an increase of 145%. Management believes
that this increase took place, mainly due to the acquisition of input for the generation of
power, especially coal.

Restricted deposits
Restricted deposits went from R$61.8 million on December 31, 2011, to R$0.35 million on
December 31, 2012, representing a decrease of 100%. Management believes that this
decrease occurred mainly due to the release of deposits linked to the BNDES loan after
capital investments in Energia Pecm.

Non-current assets

Our non-current assets (non-current + investment + fixed assets + intangible) went from
R$5,494.1 million on December 31, 2011 to R$7,273.7 million on December 31, 2012,
representing an increase of 93%. Management believes that this increase was primarily due to the
following factors:
Restricted deposits


184
Restricted deposits increased from R$54.1 million on December 31, 2011 to R$135.6
million on December 31, 2012, representing an increase of 151%. Management believes
that this increase occurred mainly (i) by the release of the guarantees with Banco
Bradesco to buy energy on the open market for Itaqui; and (ii) by hiring new loan
guarantees with Citibank by ENEVA.

Taxes recoverable
Taxes recoverable went from R$2.7 million on December 31, 2011 to R$24 million on
December 31, 2012, representing a decrease by 71%. Management considers that this
decrease occurred mainly due to the offset of tax credits regarding the prepayment of
income tax, social contribution and taxes withheld.

Income tax and social contribution - deferred
The amounts regarding deferred income tax and social contribution increased from
R$248.9 million on December 31, 2011 to R$305.5 million on December 31, 2012,
representing an increase of 23%. Management considers that this variation occurred
mainly due to the increase in tax credits (tax losses and temporary differences) on
investments in Pecm II and Itaqui.

Property, plant and equipment
The amount of property, plant and equipment increased from R$3,962.9 million on
December 31, 2011 to R$5,570.4 million on December 31, 2012, representing an increase
of 41%. Management believes that this variation occurred mainly due to CAPEX
Investments for construction of Thermal Power Plants.

Current liabilities
Current liabilities increased from R$1,443 million on December 31, 2011 to R$2,109.5 million on
December 31, 2012, representing an increase of 46%. Management believes that this variation
was primarily due to the following factors:

Loans and financing
Loans and financing increased from R$994.6 million on December 31, 2011 to R$1,819.9
million on December 31, 2012, representing an increase of 83%. Management believes
that this increase was mainly due to (i) the increase in short-term loans taken by Eneva;
and (ii) investments in Parnaba I and in Parnaba II.

Debentures
The amount of debentures went from R$30.5 million on in December 31, 2011, to R$0.1
million on in December 31, 2012. Management believes that this decrease was mainly due
to the conversion of almost all the debentures issued into shares in Eneva.

Contractual reserve
Contractual reserves went from R$127.9 million on December 31, 2011 to R$77.3 million
on December 31, 2012, representing a decrease of 40%. Management considers that this
variation was mainly due to the release of the contractual reserve to MABE (EPC) by
Itaqui.

Other obligations
The amounts referring to other obligations went from R$48.6 million on December 31,
2010 to R$3.3 million on December 31, 2011, representing a decrease of 93%.
Management considers that this variation was mainly due to the reduction in VAT
obligation as result of the spin-off of a portion of Enevas capital regarding the investments
made in MPX Colombia.

Non-current liabilities


185

Non-current liabilities went from R$4,310.2 million on December 31, 2011 to R$3,228.9 million on
December 31, 2012, representing a decrease of 25%. Management believes that this decrease
was primarily due mainly to the following factors:
Loans and financing
Loans and financing increased from R$2,326.1 million on December 31, 2011 to
R$3,104.8 million on December 31, 2012, representing an increase of 33%. Management
believes that this increase was mainly due to the release of long-term credit lines for
Pecm II, by the BNDES and BNB, and Itaqui, by the BNDES and BNB.

Debentures
The amount of debentures increased from R$1,403.1 million on in December 31, 2011, to
R$5.0 million on in December 31, 2012. Management believes that this variation was
mainly due to the conversion of almost all the debentures issued into shares in ENEVA.

Embedded derivatives
The variation in embedded derivatives occurred due to the conversion of almost all of the
debentures into shares of ENEVA.

Net equity

The amounts regarding consolidated shareholders equity went from R$1,370.1 million on
December 31, 2011, to R$2,701.1 million on December 31, 2012, representing an increase of
97%. Management believes that this increase was mainly due to (i) the capital increase through
issue of common shares; (ii) the capital increase through the conversion of debentures; (iii) the
reduction of capital with the spin-off of MPX Colombia; and (iv) the loss recorded in the financial
year ended December 31, 2012.



186
10.2 - Managements comments on operating and financial result
The financial information included in this Reference Form, except when stated otherwise, refers to
the Companys consolidated financial statements.
(a) Companys operating results
(i) Description of any relevant revenue components
The Companys Management understands that the basis for its revenues and,
consequently, for its operations, in the years ended December 31, 2013, 2012 and 2011,
refers to the gross operating revenue from the sale of energy that totaled R$1,600.3
million, R$54.1 million and R$189.9 million, respectively.
(ii) Factors that substantially affected the operating results
According to the Companys Management, the facts that substantially affected their
operating results may be summarized as follows:

Fiscal year ended December 31, 2013: The Company assessed a loss of R$942.4
million. The primary factor that substantially affected this result was that the Company
and its subsidiaries received proper authorizations from ANEEL to start electricity
generation, but since the projects for which such authorizations were granted were not
completed, the Company and its subsidiaries were required to purchase electricity from
third parties to comply with their energy supply agreements, resulting in a material loss.

Fiscal year ended December 31, 2012: The Company assessed a loss of R$434.5
million. The primary factors that substantially affected this result are the following: (i)
appropriation of interest incurred and costs of bonds in the amount of R$130.9 million; (ii)
negative result of R$37.7 million from non-speculative derivatives operations; and (iii)
impact on operating costs of coal plants, due to change in the commencement of
commercial operations.

Fiscal year ended December 31, 2011: The Company recorded a loss of R$408.5
million. The primary factors that substantially affected this result are the following: (i)
measurement of the fair value of derivatives included in the issue of debentures of the
Company made in June 2011, resulting in a loss of R$62.0 million; (ii) appropriation of
interest incurred on debentures in the amount of R$50.8 million; and (iii) negative result
of R$62.2 million from non-speculative hedge transactions.

(b) Variations in revenues attributable to adjustments to prices, exchange rates,
inflation, changes in volumes and introduction of new products and services
The Companys Management understands that the Companys revenue is not directly impacted by
variations in prices, exchange rates and inflation and was not affected in the last three years for
changes in volumes and introduction of new products and services.
(c) Impact of inflation, variation in prices of the primary inputs and products, exchange
and interest rates in the Companys operating and financial result
In the fiscal year ended December 31, 2013, 2012 and 2011, the consolidated net financial result
totaled expenses of R$506.1 million, R$90.5 million, R$154.8 million, respectively, especially due
to (i) interest on loans and financings; (ii) the accounting for hedge positions; (iii) the benchmarking


187
and market of outstanding positions; (iv) the increase of the expenses with debt charges in
controlled companies Itaqui, Pecm II and Parnaba I, due to the contribution needs (a) for the
purchase of power due to the postponement of the beginning of the commercial operations of the
plants; and (b) for the unavailability costs and tthe end of the grace period of the long-term
financings; and (v) the increase of other financial expenses resulting from the IOF rates and
structuring rates related to the re-financing of the holding companys debt, completed in December
2013.





188
10.3 - Events with actual and expected relevant effects on the financial statements
(a) Inclusion or disposal of operational segment
The Company Management makes its decisions based on four business segments, which are
subject to risks and compensations managed by centralized decisions, which are: power
generation, power sale, supplies and corporate.

As its enterprises progress, the Management intends to reassess possible business segments to
provide the market with actual and qualitative information.

Operational Portfolio
The Companys Operational Portfolio is made up by units Itaqui Gerao de Energia S.A.,
Porto do Pecm Gerao de Energia S.A., Pecm II Gerao de Energia S.A., Parnaba I
Gerao de Energia Ltda., Parnaba III Gerao de Energia S.A., Parnaba IV Gerao de
Energia S.A., Tau Gerao de Energia Ltda. and Amapari Energia S.A.

Plant Itaqui, a thermal coal-powered thermoelectric power plant, is located close to the
Itaqui Port, in the State of Maranho, and its power generation capacity is of 360 MW with
a power sale agreement entered from 2012 onwards.

Pulverized coal-powered thermoelectric power plants Porto do Pecm Gerao de
Energia S.A., in partnership with EDP Energias do Brasil S.A., and Pecm II Gerao de
Energia S.A. are located in the region of Pecm Port, in the State of Cear, with installed
capacities of 720 MW and 360 MW, respectively.

Also in the Cear region, Tau is located, a solar-powered energy generation company,
which holds an environmental license approved for a power generation capacity of 5MW,
with a 1MW unit already installed and in operation.

Amapari, Produtor Independente de Energia (PIE), in partnership with Eletronorte
Centrais Eltricas do Norte do Brasil S.A., in the isolated system, comprises a diesel-
powered thermoelectric power plant, located in the City of Serra do Navio, State of Amap,
with an installed capacity of 23 MW.

The Parnaba Complex, a natural gas-powered thermal generation, is strategically located
in block PN-T-68 of the Parnaba Basin, in the State of Maranho. The project is made up
of four (4) thermal generation plants, of which three (3) are already operational, and all of
them together shall have a total potency of 3,722 MW.

Greenfield Projects
The Companys Greenfield Projects are made up of projects Porto do Au Energia S.A.,
Au III Gerao de Energia Ltda., Sul Gerao de Energia S.A. and Seival Sul Minerao
Ltda.

Au is the greenfield generation complex licensed in the Southeast region of Brazil, with
5.4 GW. The Company has an installation license issued by the Rio de Janeiro State
Environment Institute (INEA), for 2,100 MW, using imported mineral coal as a fuel. In
addition, it holds a provisional license for the construction of a natural gas-powered
thermal plant, with a capacity for 3,330 MW. Both projects are located close to the
Campos dos Goytacazes substations and to the natural gas exploration blocks of the
Campos Basin.


189

The Seival Sul mine, located in the City of Candiota, State of Rio Grande do Sul, has
proven reserves of 152 million tons of mineral coal. In the same area, thermoelectric
projects Sul and Seival are to be built, which plants shall have an installed capacity of 727
MW and 600 MW, respectively, and after the integration with the Seival Sul mine they shall
be the fuel supply guaranteed for 30 years.

The Ventos Wind Complexes, with a forecast capacity of up to 600 MW and planning for
an expansion of an additional 600 MW, totaling 1,200 MW, are located in he Northeast
region of Brazil, in one of the areas with greatest potential for wind power in the country.

(b) Establishment, acquisition or disposal of equity interest

On March 1, 2012, CCX Brasil Participaes S.A. was incorporated, with the corporate
purpose of holding equity interest in other business and non-business companies, in Brazil or
abroad. On May 24, 2012, the Board of Directors of the Company approved a partial spin-off which
resulted in the incorporation of CCX Carvo da Colmbia. The purpose of this transaction was to
spin off the Company s mining assets located in Colombia.

ENEVA Participaes S.A. (new corporate name of MPX E.ON Participaes S.A.),
established on March 20, 2012, has the business purpose of holding shares in other business and
non-business companies, in Brazil or abroad. On May 24, 2012, the Company contributed R$67.9
million in the capital of ENEVA Participaes, via the partial transfer of its investment portfolio with
shareholdings in the subsidiaries MPX Chile Holding Ltda., Parnaba Participaes S.A., Sul
Gerao de Energia Ltda. (new corporate name of Sul Gerao de Energia Ltda.), UTE Porto do
Au Energia S.A. and Au II Gerao de Energia S.A. (new corporate name of Au II Gerao de
Energia S.A.). On the same date, ENEVA S.A. contributed R$62,000,000.00 as premium in the
subscription of new shares. On December 12, 2012 the Company increased capital stock of
ENEVA Participaes, by R$19.3 million, via the transfer of 50% of its shares in the subsidiary
Seival Participaes.

On November 8, 2012 MPX Tau II Energia Solar Ltda. was established (new corporate name
of MPX Tau II Energia Solar Ltda.), with the business purpose of implementing and exploring
electrical energy projects via solar power use, including the generation and trading of electric
power and availability of a generation back-up.

On May 11, 2012 Parnaba V Gerao de Energia S.A. (new corporate name of Parnaba V
Gerao de Energia S.A.), was established, with the business purpose of developing, building and
operating the thermal energy project units from natural gas, and the trading of natural gas.

On May 12, 2012 Parnaba Gerao e Comercializao de Energia S.A. was established,
with the business purpose of trading, importing and exporting electrical energy, as well as the
participation in the capital stock of other companies.

On June 20, 2012 ENEVA Investimentos S.A. (new corporate name of MPX Investimentos
S.A.), was established, with the business purpose of holding equity interest in other business and
non-business companies, as quotaholder or shareholder, in Brazil or abroad.

On September 10, 2012 ENEVA Desenvolvimento S.A. (new corporate name of MPX
Desenvolvimento S.A.) was established, with the business purpose of developing and
implementing coal gasification projects for the production of industrial gases and its liquid and


190
gaseous byproducts, utilizing commercial technologies. On December 31, 2012 this subsidiary is
reported as uncovered liability.

On March 1, 2012 Parnaba III Gerao de Energia S.A. was established with the business
purpose of developing, constructing and operating projects in thermal energy generation from
natural gas, and the trading of natural gas, as well as the holding equity interests in other
companies, whether simple or business companies, whose business purposes are similar to the
Companys. On October 8, 2012 its corporate name was changed to Parnaba Participaes S.A.

On September 10, 2012 ENEVA Participaes S.A., a joint-venture between ENEVA and DD
Brazil Holdings S..r.l., purchased 100% of the Ventos Wind Complexes, with a forecast capacity
of up to 600 MW and planning for expansion of up to an additional 600 MW, totaling 1,200 MW,
located in the Northeast region of Brazil.

On March 27, 2013 the acquisition of 100% of the quotas of Mabe Construo e
Administrao de Projetos Ltda., a consortium made up of Maire Tecnimont SpA and Efacec
Group, was completed. The acquisition was made jointly and in equal proportions by ENEVA and
EDP Energias do Brasil S.A., and pertains to the management of the works on thermoelectric
power plants Pecm, Itaqui and Pecm II. ENEVA and EDP agreed that Pecm II and Itaqui,
enterprises fully controlled by ENEVA, shall continue to be exclusively managed by ENEVA.

On April 5, 2013 the acquisition of the entirety of the share capital of thermoelectric power
plant MC2 Nova Vencia by ENEVA, ENEVA Participaes S.A. (new corporate name of MPX
E.ON Participaes S.A.) and Petra Energia S.A. was completed. On November 15, 2013 the
corporate name of the company was changed to Parnaba III Gerao de Energia S.A.

(c) Unusual events or operations
The Company management informs that there was not any unusual Company related event or
activities during the periods ended December 31, 2013, 2012 and 2011, which may have caused,
or is expected to cause any relevant effect on the financial statements or returns of the Company.



191
10.4 - Significant changes in accounting practices Qualifications and Emphases in the
Auditors report
The Company Management has the following comments to make on changes in accounting
practices and emphases in the report of the independent auditors:
(a) Significant changes in accounting practices
The following pronouncements were adopted for the first tie for the fiscal year started on January
1st, 2013 and had material effects on the Company.

(i) CPC 19 (R2)/IFRS 11 - "Joint Business" focuses on the rights and obligations of the joint
parties, instead of the legal format. There are two kinds of joint businesses: joint operations and
joint ventures. Joint operations arise where the investors have rights over the assets and
obligations for the liabilities related to the business. The joint operator must acknowledge its
assets, liabilities, revenues and expenses. Joint ventures arise when the rights are over the net
assets of the business and are acknowledged based on the equity method of accounting.
Proportional consolidation is no longer allowed. The impacts of such adoption to the financial
statements are disclosed in Note 4.

(ii) CPC 36 (R3)/IFRS 10 - "Consolidated Statements" is based on the identification of control
as a determining factor for an entity to be included in the controlling companys financial
statements. The impacts of such change to the financial statements are disclosed in Note 4.

(iii) CPC 40 (R1)/IFRS 7 - "Financial Instruments: Evidencing" such change includes new
disclosure requirements related to the setoff of assets and liabilities.

(iv) CPC 45/IFRS 12 - "Disclosure of Interest in Other Entities" includes the disclosure
requirements for all forms of interest in other entities, including joint operations affiliates, structured
entities and other kinds of vehicle entities not recorded in the balance sheet.

(v) CPC 46/IFRS 13 - "Fair Value Measurement is intended to improve the consistency and
decrease the complexity of the fair value measurement, providing a more accurate definition and a
single source of measurement of the fair value and its disclosure requirements.

There has been no change to the accounting practices used by the Company and its subsidiaries
during the years ended December 31, 2013, 2012 and 2011. The accounting practices adopted by
the Company and its subsidiaries are consistent with those adopted in the previous fiscal year.
Except for the adoption of IFRS 10 and 11, whose accounting policy is described below, quarterly
information has been prepared based on the same accounting practices used to prepare the
Financial Statements as of December 31, 2012. Therefore, this quarterly information should be
read together with the Financial Statements as of December 31, 2012
IFRS 10 establishes a single control model which applies to all entities, including special purpose
entities. The changes introduced by IFRS 10 required that Management exercise a significant
judgment to determine which entities are controlled, and hence, required to be consolidated by a
controlling company, comparatively to the requisites that were part of IAS 27.
IFRS 11 eliminates the option of accounting for joint ventures (ECC) based on proportional
consolidation. Instead, the ECCs which fit the definition of joint arrangements should be recorded
based on the equity method.


192

Changes to the accounting practices affected the individual and consolidated financial statements,
requesting the submission of the comparison numbers. The main adjustments made and the
impacts on the financial statements of the periods shown are demonstrated below:

In compliance with IFRS 11, investments in jointly-controlled subsidiaries Porto do Pecm
Gerao de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMP Transporte
Areo Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e
Administrao de Projetos Ltda., MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao
de Energia Ltda., Parnaba Participaes S.A., Power Plant Porto do A Energia S.A., A II
Gerao de Energia S.A. and Eneva Participaes S.A. are evaluated by the equity method in the
individual and consolidated quarterly information. Those investments were previously consolidated
proportionally.

(b) Significant effects of changes in accounting practices
As of January 1st, 2013, the Company adopted new accounting rules for compliance with the
international accounting standards. As a result of the change in accounting practices, the
Company no longer consolidates in its financial information all investees over which the Company,
individually, has no controlling power, namely Porto do Pecm Gerao de Energia S.A., Porto do
Pecm Transportadora de Minrios S.A., OGMP Transporte Areo Ltda., Pecm Operao e
Manuteno de Unidades de Gerao S.A., MABE Construo e Administrao de Projetos Ltda.,
MPX Chile Holding Ltda., Seival Participaes S.A., Sul Gerao de Energia Ltda., Parnaba
Participaes S.A., Power Plant Porto do A Energia S.A., A II Gerao de Energia S.A. and
Eneva Participaes S.A.

In addition, the Company began to recognize income from the above-mentioned companies at the
equity method. Thus, the Companys income account at the equity method gained relevance in the
context of income of the Company as a whole, which would not occur at the previously adopted
accounting practices.
The Company presents below the table showing the amendments made to the comparative
balances restated in the financial statements on December 31, 2012:


Consolidated 12/31/2012
(in R$ thousands)

Originally disclosed

Adjustments

Restated
Assets


Current Assets


Cash and cash equivalents

590,469

(71,192)

519,277
Securities

3,441

-

3,441
Accounts receivable 152,114

(130,769)

21,345
Subsidies receivable Fuel Consumption account 17,561

-

17,561
Inventories 211,718

(69,031)

142,687
Prepaid expenses 40,462

(21,111)

19,351
Tax recoverable 57,438

(20,028)

37,410
Gains on Derivatives 3,018

-

3,018
Miscellaneous advances 20,267

(18,484)

1,783
Linked deposits 4,237

(4,202)

35
Other credits 3

(3)

-



1,100,728

(334,820)

765,908
Non-current assets


Prepaid expenses 8,705

(211)

8,494
Linked deposits 137,717

(2,069)

135,648
Subsidies receivable Fuel Consumption account 24,617

-

24,617


193

Consolidated 12/31/2012
(in R$ thousands)

Originally disclosed

Adjustments

Restated
Tax recoverable 34,709

(10,675)

24,034
Income and social contribution taxes - deferred

456,123

(150,575)

305,548
Loans to affiliates

359

134,567

134,926
Accounts receivable from other related persons

8,575

(7,441)

1,134
Accounts receivable from affiliates

3,732

3,061

6,793
Advance for future capital increase in affiliates

-

12,425

12,425
Embedded derivatives

479

-

479

675,016

(20,918)

654,098



Investments

62,956

770,999

833,955



Fixed Assets

7,362,815

(1,792,416)

5,570,399



Intangible assets

249,665

(34,429)

215,236




9,451,180

(1,411,584)

8,039,596



Consolidated 12/31/2012
(in R$ thousands)

Originalmente
divulgado
Ajustes

Re-submitted
Liabilities


Current Liabilities


Suppliers

228,638

(113,377)

115,261
Loans and Financing

1,915,402

(95,428)

1,819,974
Owing to affiliates

-

26,783

26,783
Owing to parent company

3,407

(3,407)

-
Owing to other related parties

19,057

(15,068)

3,989
Debentures

111

-

111
Taxes and contributions payable

11,375

(4,134)

7,241
Social and labor liabilities

12,980

(3,117)

9,863
Losses on derivatives transactions

39,506

(16,555)

22,951
Contractual reserve

133,935

(56,561)

77,374
Profit sharing

23,900

(3,267)

20,633
Dividends payable

1,960

-

1,960
Other obligations

16,888

(13,563)

3,325




2,407,159

(297,694)

2,109,465



Non-current liabilities


Loans and financing
4,151,947

(1,047,141)

3,104,806
Debts with other related parties
215

215

430
Debentures
4,954

-

4,954
Losses on derivatives transactions

166,992

(72,195)

94,797
Provision for uncovered liabilities

-

19,840

19,840
Income and social contribution taxes - deferred

10,431

(8,383)

2,048
Provision for decommissioning

4,197

(2,079)

2,118
Other provisions

710

(710)

-

4,339,446

(1,110,453)

3,228,993



Shareholders equity


Capital stock

3,731,734

-

3,731,734
Capital Reserve

321,904

-

321,904
Adjustments to equity valuation

(119,067)

-

(119,067)
Accumulated loss

(1,384,971)

-

(1,384,971)



Shareholders equity attributable to controlling shareholders

2,549,600

-

2,549,600



Participation of non-controlling shareholders

154,975

(3,437)

151,538



Total shareholders equity

2,704,575

(3,437)

2,701,138




9,451,180

(1,411,584)

8,039,596




194

Statement of income



Consolidated 12/31/2012

Originally disclosed

Adjustments

Restated


Revenues from sale of goods and/or services

490,940

(442,154)

48,786
Cost of goods and/or services sold

(597,554) 546,605 (50,949)
Gross income

(106,614) 104,451 (2,163)
Operating expenses/revenues

(314,937) (89,771) (404,708)
General and administrative

(280,284)

49,258

(231,026)
Personnel and managers

(134,188)

22,748

(111,440)
Other expenses

(20,860)

8,449

(12,411)
Third party services

(107,473)

15,334

(92,139)
Depreciation and amortization

(3,976)

1,188

(2,788)
Leases and rentals

(13,787)

1,539

(12,248)


Other operating revenues

1,823

(615)

1,208
Other operating expenses

(2,241)

(14,546)

(16,787)
Unsecured liabilities

0

(14,671)

(14,671)
Losses on disposal of assets

(895)

16

(879)
Provision for loss in investment

(1,346)

109

(1,237)
Equity pick-up

(34,235) (123,868) (158,103)

Income before financial income and taxes

(421,551) 14,680 (406,871)

Financial income

(127,540) 37,087 (90,453)
Financial revenues

165,279 (415,102) (249,823)
Positive currency variation

74,258

(49,172)

25,086
Fair value of debentures

62,482

0

62,482
Financial investments

85,136

(8,537)

76,599
Derivative financial instruments

(66,739)

(355,945)

(422,684)
Other financial revenues

10,142

(1,448)

8,694
Financial expenses

(292,819) 452,189 159,370
Negative currency variations

(89,793)

73,314

(16,479)
Derivative financial instruments

29,018

369,620

398,638
Debentures interests/costs

(130,863)

0

(130,863)
Debentures Fair Value

0

0

0
Other financial expenses

(101,181) 9,255 (91,926)


Income before income taxes

(549,091) 51,767 (497,324)


Income and social contribution taxes on earnings

114,638 (51,762) 62,876
Current

(2,289)

368

(1,921)
Deferred

116,927 (52,130) 64,797

Consolidated Net Results of the Period

(434,453) 5 (434,448)

Profits/loss of the fiscal year

(434,453) 5 (434,448)

Attributed to partners of the parent company

(435,201) 0 (435,201)
Attributed to non-controlling partners

749

5

754


Loss per share

Basic and diluted loss per share (in R$)

(0.7513)

(0.8705)

(1.6218)

(c) Provisos and emphases in the auditors report
In compliance with the standards contained in article 25 of CVM Instruction No. 480, of December
7, 2009, as amended, Management declares that it has reviewed, discussed and agreed with the
opinions stated in the independent Auditors report, regarding the Financial Statements (Parent
Company and Consolidated) for the period ended December 31, 2011, 2012 e 2013.

(2011)

Emphasis



195
As described in explanatory note No. 3, the individual financial statements were prepared
according to the accounting practices adopted in Brazil. In the Companys case these practices
differ from the IFRS applicable to separate financial statements only as regards valuation of
investments in subsidiaries, affiliates and joint ventures by the equity method, whilst for the
purposes of the IFRS they would be valued at cost or fair value; and as regards maintenance of
the deferred asset balance existing as of December 31 2008. Our opinion is not qualified as a
result of this matter.

As mentioned in explanatory note No. 1, the subsidiaries Porto do Pecm Gerao de Energia
S.A., Pecm II Gerao de Energia S.A., Itaqui Gerao de Energia S.A., Power Plant Porto do
A Energia S.A., Seival Sul Minerao Ltda., Sul Gerao de Energia Ltda., MPX Viena GmbH,
MPX utria GmbH, MPX Colmbia S.A., Porto do Pecm Transportadora de Minrios S.A., Eneva
Comercializadora de Combustveis Ltda., Termopantanal Ltda., Nova-Sistemas de Energia Ltda.,
Parnaba I Gerao de Energia S.A., Pecm Operao e Manuteno de Unidades de Gerao
Eltrica S.A., Kebiny S.A., CGX Castilla Generacin de Energia Ltda., Seival Gerao de Energia
Ltda. and Parnaba II Gerao de Energia S.A are in pre-operation phase. The recovery of values
recorded in non-current assets depend on the success of future operations of the Company and its
subsidiaries, and the subsidiaries depend on financial support of shareholders and/or third party
funds until their operations are profitable. Managements plans related to the operating activities
are described in Explanatory Notes No.1 and 13.

The Companys management agrees with the auditors emphasis and reiterates its understanding
that the projects described in these financial statements are profitable and will remunerate the
shareholders for the investments made.
(2012)
Emphasis
As described in explanatory note No. 3, the individual financial statements were prepared
according to the accounting practices adopted in Brazil. In the Companys case, these practices
differ from the IFRS applicable to separate financial statements only as regards valuation of
investments in subsidiaries, affiliates and joint ventures by the equity method, whilst for the
purposes of the IFRS they would be valued at cost or fair value; and as regards maintenance of
the deferred asset balance existing as of December 31, 2008, which is being repaid. Our opinion is
not qualified as a result of this matter.

A relevant part of the Company, its subsidiaries and jointly-controlled subsidiaries are in pre-
operation phase, and the continuity of the business and recovery of the amounts recorded in non-
current assets depend on the success of future operations of the Company and its subsidiaries,
and the subsidiaries depend on financial support of shareholders and/or third party funds until their
operations are profitable. Managements plans related to the operating activities are described in
explanatory notes No. 1 and 12. The financial statements have been prepared considering the
normal continuity of the Companys businesses and those of its subsidiaries and jointly-controlled
subsidiaries. Our opinion is not qualified as a result of this matter.

The Companys management agrees with the auditors emphasis and reiterates its understanding
that the projects described in these financial statements are profitable and will remunerate the
shareholders for the investments made.

(2013)


196

Emphasis

Application of the equity method of accounting and maintenance of the deferred assets
As described in Note 3, the individual financial statements were prepared according to the
accounting practices adopted in Brazil. In the Companys case, these practices differ from the
IFRS applicable to separate financial statements only as regards valuation of investments in
subsidiaries, affiliates and joint ventures by the equity method, whilst for the purposes of the IFRS
they would be valued at cost or fair value; and as regards maintenance of the deferred asset
balance existing as of December 31, 2008, which is being repaid. Our opinion is not qualified as a
result of this matter.

Operational Continuity
We would like to draw attention to explanatory note No. 1 to the financial statements, which
describes that the Company recorded on December 31, 2013 accrued losses of R$ 2,379,303
thousand and showed an excess of liabilities over current assets in the individual and consolidated
financial statements at the amounts of R$ 1,438,768 thousand and R$ 2,231,017 thousand,
respectively. Such situation, among others described in explanatory note No. 1, entails a
significant uncertainty regarding its operational continuity, which shall depend on the success of
the current and future operations, as well as the financial support from the shareholders and/or
renegotiations for the extension of loans taken out with third parties. The financial statements do
not include any adjustments by virtue of such uncertainties. Our opinion is not qualified as a result
of this matter.

In relation to the emphasis present in the comments made by the independent auditors regarding
the Companys Operational Continuity, the Management is of the opinion that there is a need to
adapt the current liabilities/assets ratio and, for such, it is currently analyzing possible measures to
reinforce the Companys capital structure and to create the necessary grounds to allow a
significant decrease of its short-term leverage.




197
10.5 - Managements comments on Critical Accounting Policies
The Companys management clarifies that the critical accounting polices applied by the Company
are described below.
Use of estimates and judgments.
Preparation of individual and consolidated financial statements in accordance with IFRS and CPC
standards requires Management to make judgments, estimates and assumptions that affect the
application of accounting policies and the reported values of assets, liabilities, income and
expenses. Actual future results may differ from these estimates.

Estimates and assumptions are revised on a continuous basis and based on historical experience
and other factors, including expectation of future events, considered reasonable for the
circumstances.

Based on premises, the Company makes estimates in relation to the future. By definition,
accounting estimates shall rarely be equal to the respective actual results. The estimates and
premises that pose a significant risk, with a likelihood of causing a relevant adjustment to the
accounting values of assets and liabilities for the next fiscal year, are contemplated below.

Impairment of non-current assets
The Company tests possible impairments to the property plant and equipment, intangible assets
and deferred income tax and social contributions, according to the accounting policies described in
note 4.5.10. The recoverable amounts of Cash Generating Units (UGCs) were determined based
on calculations of the value being used, made using premises and estimates formed based mainly
on studies about the regulated market of sale of electric power. Such premises and estimates
have been discussed with the operational managers and reviewed and approved by the
Management.

Fair value of derivates and options (share-based compensation)
The fair value of financial instruments that are not negotiated in active markets is determined upon
the use of assessment techniques. The Company uses its judgment to choose several methods
and define premises that are based mostly on the market conditions in existence at the date of the
balance sheet. The Group used the owned methodology to calculate the fair value of the
derivatives and the options granted, which instruments are not traded in active markets.

Summary of the main accounting policies

The main accounting policies applied to the preparation of such financial statements are defined
below. Such policies were applied in a consistent manner in the fiscal years shown, except if set
forth otherwise.

Restatement

The restated financial statements include the financial statements of the controlling
company, of the companies in which the Company holds control (both directly and
indirectly) and of the Exclusive Funds, as detailed below:


Controlling Companys Interest

12/31/2013

12/31/2012



Direct subsidiaries (consolidated)





Pecm II Gerao de Energia S.A.

100.00%

99.70%


198
Itaqui Gerao de Energia S.A.

100.00%

100.00%
Amapari Energia S.A.

51.00%

51.00%
Seival Sul Minerao Ltda.

70.00%

70.00%
Termopantanal Participaes Ltda.

66.67%

66.67%
Parnaba Gerao de Energia S.A.

70.00%

70.00%
Parnaba II Gerao de Energia S.A. 100.00% 100.00%
Parnaba V Gerao de Energia S.A. 99.99% 99.99%
Parnaba Gerao e Comercializao de Energia S.A. 70.00%
ENEVA Investimentos S.A. 99.99% 99.99%
ENEVA Desenvolvimento S.A. 99.99% 99.99%
Tau II Gerao de Energia Ltda. 100.00% 100.00%
Exclusive Funds:
Investment Fund in Shares of Investment Funds
Multimercado Crdito Privado MPX 63
100.00% 100.00%
Investment Fund Multimercado Crdito Privado MPX 63 100.00% 100.00%

Affiliates/Jointly-controlled subsidiaries (appraised by the equity method)



Parnaba Gs Natural S.A.

33.33%

33.33%
UTE Porto do Au Energia S.A. 50.00% 50.00%
Sul Gerao de Energia Ltda. 50.00% 50.00%
MPX Chile Holding Ltda. 50.00% 50.00%
Porto do Pecm Gerao de Energia S.A. 50.00% 50.00%
Porto do Pecm Transportadora de Minrios S.A. 50.00% 50.00%
OGMP Transporte Areo Ltda. 50.00% 50.00%
Pecm Operao e Manuteno de Unidades de Gerao S.A. 50.00% 50.00%
Seival Participaes S.A. 50.00% 50.00%
ENEVA Participaes S.A. 50.00% 50.00%
Au II Gerao de Energia Ltda. 50.00% 50.00%
MABE Construo e Administrao de Projeto 50.00% -
Parnaba Participaes S.A. 50.00% 50.00%

The following accounting policies are applied to the preparation of the consolidated
financial statements.

Subsidiaries

Subsidiaries are all entities (including structured entities) in which the Company holds control. The
Company controls an entity when it is exposed or entitled to variable returns resulting from its
involvement with the entity and has the ability to interfere in such returns, due to the power it holds
over the entity. Subsidiaries are completely consolidated as from the date when the control is
transferred to the Company. The consolidation is interrupted on the date when the Company no
longer has the control.

The Company uses the acquisition method to account for the business combinations. The
consideration transferred for the acquisition of a subsidiary is the fair value of the transferred
assets, liabilities incurred in and equity instruments issued by the Company. The consideration
transferred includes the fair value of assets and liabilities resulting from a contingent consideration
contract, when applicable. Costs related to the acquisition are accounted for in the result of the
fiscal year, as incurred in. The assets that can be identified, which have been acquired, and the
liabilities and contingent liabilities undertaken in a business combination are initially measured by
the fair values on the date of acquisition. The Company acknowledges the non-controlling interest
in the acquired company, both at its fair value and for the proportional portion of the non-controlled
interest in the fair value of net assets of the acquired company. The measuring of the non-
controlling interest is determined at each acquisition made.

The surplus: (i) of consideration transferred; (ii) of the amount of interest of non-controlling
shareholders in the acquired company and (iii) of the fair value on the date of acquisition of any
previous equity interest in the acquired company, in relation to the fair value of the Groups interest
in the net assets that can be identified and which have been acquired is recorded as goodwill.
When the total of the consideration transferred, the interest of the non-controlling shareholders
acknowledged and the measuring of the previously maintained interest is lower than the fair value


199
of the net assets of the acquired controlled company, the difference is directly accounted for in the
statement of results for the fiscal year.

Transactions, balances and unrealized gains in transactions among companies connected to the
Company are eliminated. Unrealized losses are also eliminated, unless the transaction provides
evidence of an impairment of the transferred asset. The accounting policies of the subsidiaries are
changed, whenever necessary, to ensure the consistency thereof with the policies adopted by the
Company.

Transactions with interest of non-controlling shareholders
The Company considers the transactions made with interests of non-controlling
shareholders as being transactions with owners of assets of the Company. For the
purchase of non-controlling interests, the difference between any consideration paid and
the portion acquired of the accounting value in the net assets of the subsidiary is recorded
in the net equity. Gains or losses on disposals for interests of non-controlling shareholders
are also directly recorded in the net equity, in account Equity Assessment Adjustments ".

Loss of control in subsidiaries
When the Company ceases to have the control, any interest held in the entity is measured
again at its fair value, the change to the accounting value being accounted for in the
results. The fair value is the accounting value for subsequent accounting for of the interest
held in an affiliate, a joint venture or a financial asset. In addition, any amounts previously
accounted for in other comprehensive results related to such entity are accounted for as if
the Company had directly disposed of the related assets or liabilities. That may mean that
the amounts previously accounted for in other comprehensive results are re-classified for
the result.

Affiliates and jointly-controlled enterprises
Affiliates are all entities over which the Company has a significant influence, but not the
control, usually by means of a share interest of 20% to 50% of the voting rights.

Joint agreements are all entities over which the Company has shared control with one or
more parties. Investments in joint agreements are classified as joint operations or joint
ventures, depending on the rights and contractual obligations of each investor.

Joint operations are accounted for in the financial statements to represent the Companys
contractual rights and obligations. Thus, the assets, liabilities, revenues and expenses
related to its interests in joint operations are individually accounted for in the financial
statements.

Investments in affiliates and joint ventures are accounted for by the equity method and are
initially recognized at their cost value. The Companys investment in affiliates and joint
ventures includes the goodwill identified in the purchase, net of any accrued impairment.

The Companys interest in profits or losses of its affiliates and joint ventures is accounted
for in the statement of results and the interest in the changes to reserves is accounted for
in the Companys reserves. When the Companys interest in the losses of an affiliate or
joint venture is equal to or greater than the book value of the investment, including any
other receivables, the Company does not acknowledge additional losses, unless it has
incurred in obligations or made payments on behalf of the affiliate or jointly-controlled
subsidiary.



200
Unrealized gains of the transactions between the Company and its affiliates and joint
ventures are eliminated proportionally to the Companys interest. Unrealized losses are
also eliminated, unless the transaction provides evidence of impairment to the transferred
asset. The accounting policies of the affiliates are amended, whenever necessary, to
ensure consistency with the policies adopted by the Company.

If the share interest in the affiliate is reduced, but significant influence is retained, only a
proportional portion of the amounts previously accounted for in other comprehensive
results shall be re-classified for the results, when appropriate.
Gains and losses of dilution, occurred in interests in affiliates, are accounted for in the
statement of results.

Submission of information by segment

The informations by operational segment are submitted consistently with the internal report
provided to the main operational decision-maker. The main operational decision-maker, in charge
of the allocation of funds and for the assessment of performance of the operational segments, is
the Board of Directors, also responsible for making the Companys strategic decisions.

Conversion of foreign currency

Functional currency and submission currency
The items included in the financial statements of each of the companies connected to the
Company are measured using the currency of the main economic environment in which
the company operates (functional currency). The individual and consolidated financial
statements are submitted in R$, which is the functional currency and also the currency in
which the Company makes the submissions. The functional currency of the jointly-
controlled subsidiary MPX Chile Holding Ltda. is the Chilean Peso (MPX Chile Holding
Ltda.), due to its business plan, economic environment and especially as a result of its
operation costs. The monetary assets and liabilities denominated in foreign currencies
have been converted into Reais at the exchange rate on the date of closing of the balance
sheet.

Transactions and balances
The transactions with foreign currencies are converted into the functional currency, using
the exchange rates in force on the dates of the transactions or on the appraisal dates,
when the items are re-measured. The exchange losses and gains resulting from the
settlement of such transactions and the conversion of the exchange rates at the end of the
fiscal year, related to monetary assets and liabilities in foreign currencies, are accounted
for in the statement of results, except when qualified as hedge accounting and, therefore,
deferred in the equity as cash flow hedge transactions and net investment hedge
transactions.

Exchange gains and losses related to loans, cash and cash equivalents are submitted in
the statement of results as revenue or financial expense.

Exchange variations of non-monetary financial assets or liabilities, such as investments in
shares classified as measured at the fair value by means of result, are accounted for in the
result as part of the gain or loss of the fair value. Exchange variations of non-monetary
financial assets, such as investments in shares classified as available for sale, are
included in account Equity assessment adjustments, in the equity.



201
Companies with a different functional currency

The results and financial position of MPX Chile Holding Ltda (which is not a hyperinflation
economy currency), the functional currency of which is different from the submission currency, are
converted into the submission currency as follows:

(i) The assets and liabilities of each balance sheet submitted are converted at the closing rate
on the date of the balance sheet.

(ii) Revenues and expenses of each statement of results are converted at the average
exchange rates (unless such average is not a reasonable approximation of the cumulative effect of
the rates in force on the dates of the transactions and, in such case, the revenues and expenses
are converted at the rates of the dates of the transactions).

(iii) All resulting exchange differences are accounted for as a separate component in the net
equity, in account Equity assessment adjustments ".

In the consolidation, the exchange differences resulting from the conversion of the net investment
in transactions made abroad and of loans and other foreign currency instruments designated as
hedge of such investments are accounted for in the net equity. When a transaction made abroad is
partially disposed of or sold, the exchange differences recorded in the equity are accounted for in
the statement of results as part of gain or part of sale.

Goodwill and fair value adjustments resulting from the acquisition of of an entity abroad are treated
as assets and liabilities of the entity abroad and converted at the closing rate.

Cash and cash equivalents

Cash and cash equivalents include cash, bank deposits and other short-term investments of high
liquidity, with original maturity dates of up to three months and with an insignificant risk of change
of value, the balance being submitted net of balances of secured accounts in the statement of
cash flows.

Financial assets

Classification
The Company classifies its financial assets, in the initial accounting, under the following
categories: measured at the fair value by means of the result and loans and receivables.
The classification depends on the purpose for which the financial assets have been
acquired.

Financial assets at the fair value by means of result
The financial assets at fair value by means of result are financial assets kept for
negotiation. A financial asset is classified under such category if it is acquired
mainly for purposes of short-term sale. The assets of such category are classified
as current assets. The derivatives are also classified as kept for negotiation,
unless they have been designated as hedge instruments.

Loans and receivables
The loans and receivables are non-derivative financial assets, with fixed or
determinable payments, which are not quoted in an active market. They are
submitted as current assets, except for those with a maturity term greater than 12


202
months after the date of issuance of the balance sheet (these are classified as
non-current assets).

Recognition and measuring
The purchases and sales of financial assets are usually recognized on the trading date.
The investments are initially accounted for at their fair value, added by the costs of the
transaction for all financial assets not classified as being at the fair value by means of
result. The financial assets at the fair value by means of result are initially accounted for at
the fair value, and the transaction costs are deducted from the statement of result. The
financial assets are written-off when the rights to receive cash flows have matured or been
transferred; in the latter case, provided that the Company has made significant transfers of
all risks and benefits of ownership. The loans and receivables are accounted for at the
amortized cost, using the actual interest rate method.

The gains or losses resulting from variations to the fair value of financial assets measured
at the fair value by means of results are shown in the statement of results in Financial
revenue or expense, in the period when they occurred.

Exchange variations of monetary instruments are accounted for in the result. Exchange
variations of non-monetary instruments are accounted for in the equity. Variations to the
fair value of monetary and non-monetary instruments, classified as available for sale, are
accounted for in the equity.

The interests on instruments available for sale, calculated by the actual interest rate
method, are accounted for in the statement of results as part of other revenues.

Setoff of financial instruments
Financial assets and liabilities are setoff and the net value is shown in the balance sheet
when there is a legal right to setoff the amounts accounted for and the intention to settle
them on net basis, or to realize the asset and liquidate the liability simultaneously.

Impairment of financial assets

Assets measured at the amortized cost
The Company assesses, on the date of each balance sheet, if there is any
objective evidence that a financial asset or group of financial assets is
deteriorated. An asset or group of financial assets is deteriorated and the losses
due to impairment occur only if there is evidence of impairment as a result of one
or more events occurred after the initial accounting of the asset (an impairment
event) and such event (or events) of impairment has an impact on the estimated
future cash flows of the financial asset or group of financial assets that can be
estimated in a reliable manner.

The criteria that the Company uses to determine if there is any objective evidence
of a loss due to impairment include:

(i) material financial difficulties of the issuer or debtor;
(ii) a breach of contract, such as default or arrears in the payment of interest or
the principal amount;
(iii) the Company due to economic or legal reasons related to the financial
difficulty of the borrower of the loan, grants to the borrower a concession that a
creditor would not normally consider;


203
(iv) it becomes likely that the borrower will declare bankruptcy or another
financial reorganization;
(v) the disappearance of an active market for such financial asset due to
financial difficulties; or
(vi) observable data indicating that there is a measurable decrease to the
future estimated cash flows after a portfolio of financial assets since the initial
accounting for of such assets, even though the decrease cannot yet be identified
with the individual financial assets in the portfolio, including:

adverse changes to the payment situation of the borrowers in the
portfolio;
national or local economic conditions related to the defaults on the
assets in the portfolio.

The amount of loss due to impairment is measured as the difference between the
book value of the assets and the current value of the estimated future cash flows
(except for losses of future credit that are not incurred in) deducted at the original
interest rate in force of the financial assets. The book value of the asset is
decreased and the amount of the loss is accounted for in the statement of results.
If a loan or investment kept until the maturity date has a variable interest rate, the
deduction rate to measure a loss due to impairment is the current actual interest
rate determined pursuant to the agreement. As a practical action, the Company
can measure the impairment based on the fair value of an instrument using an
observable market price.

If, on a subsequent period, the amount of the loss due to impairment decreases
and the decrease can be objectively related to an event that took place after the
accounting of the impairment (such as an improvement to the debtors credit
rating), the reversal of such previously accounted for loss shall be included in the
statement of results.

Derivatives and hedge activities
Initially, derivatives are accounted for at their fair value on the date when a derivative
agreement is entered into, and they are subsequently measured again at their fair value.
The method to account for the resulting gain or loss depends on whether the derivative is
designated as a hedge instrument or not in the cases of adoption of the hedge accounting.
If that is the case, the method depends on the nature of the item being protected by the
hedge. The Company adopts hedge accounting and designates certain derivatives as
hedge of a specific risk associated to an asset or liability accounted for or a transaction
forecast as highly likely (cash flow hedge); or

The Company documents, at the beginning of the transaction, the relationship between
the hedge instruments and the items protected by hedge, as well as the purposes of the
risk management and the strategy for the performance of several hedge transactions. The
Company also documents its assessment, both at the beginning of the hedge and
continuously, that the derivatives used in the hedge transactions are highly effective in the
setoff of variations to the fair value or to the cash flows of the items protected by hedge.

The fair values of the derivatives used for hedging purposes are disclosed in explanatory
note No. 18. The total fair value of a hedge derivative is classified as a non-current asset
or liability, when the remaining maturity of the item protected by hedge is greater than 12
months, and as a current asset or liability, when the remaining maturity of the item


204
protected by hedge is shorter than 12 months. The derivatives for negotiation are
classified as current assets or liabilities.

Cash flow hedge
The actual portion of the variations to the fair value of derivatives designated and
qualified as cash flow hedges is accounted for in the net equity, in account Equity
assessment adjustments. The gain or loss related to the non-effective portion is
immediately accounted for in the statement of results as Financial revenue or
expense".

The amounts accumulated in the equity are realized in the statement of results for
the periods when the item protected by hedging may affect the results (for
example, when the sale forecast, protected by hedge, takes place). The gain or
loss related to the actual portion of the interest rate swaps that protect the loans
with variable rates is accounted for in the statement of results as Financial
revenue or expenses".

When a hedge instrument matures or is sold, or when a hedge no longer meets
the criteria for the hedge accounting, all accrued gains or losses existing in the
equity at that time remains in the equity and is accounted for in the results when
the transaction is recognized in the statement of results. When a transaction is no
longer expected to occur, the accrued gain or loss that had been submitted in the
equity is immediately transferred to the statement of results in Other operational
expenses".

Derivatives measured at the fair value by means of result
Certain derivatives do not qualify for hedge accounting. The variations to the fair
value of any of such derivatives are immediately accounted for in the statement of
results, in Financial revenue or expenses ".

Accounts receivable from clients
Accounts receivable from clients correspond to the amounts receivable for the sale
of power in the normal course of the Companys businesses. If the term for receipt
is equivalent to one year or less, the accounts receivable are classified in the
current assets. Otherwise, they are submitted in the non-current assets.

Accounts receivable from clients are initially accounted for at their fair value and,
subsequently, measured at the amortized cost with the use of the actual interest
rate method, minus the provision for doubtful credits ("PDD" or impairment).

Inventory
Inventory is demonstrated at the cost or at the net value of realization, whichever is lower.
The method for the appraisal of the inventory is the weighted moving average. The net
realization value is the estimated sales price during the normal course of business, minus
the estimated completion costs and estimated costs necessary to make the sale.

Intangible assets

Goodwill
Goodwill is represented by the positive difference between the amount paid and/or
payable for the acquisition of a business and the net amount of the fair value of the
assets and liabilities of the acquired subsidiary. The goodwill of acquisitions of


205
subsidiaries is recorded as "Intangible asset in the consolidated financial
statements. In the case of ascertainment of negative goodwill, the amount is
recorded as a gain in the results of the period, on the date of acquisition. The
goodwill is tested on a yearly basis to check for impairment. The goodwill is
accounted for at its cost value, minus the amortization charges and the accrued
losses due to impairment. The term for amortization of the goodwill is the period of
authorization of the plant. Losses due to impairment accounted for on the goodwill
are not reverted. The gains and losses in the disposal of an entity include the book
value of the goodwill related to the sold entity.

Goodwill is allocated to Cash Generating Units (UGCs) for purposes of impairment
testing. The allocation is made to the Cash Generating Units or to the groups of
Cash Generating Units that should benefit from the combination of businesses
from which the goodwill originated, ad are identified according to the operational
segment.

Other intangible assets
Intangible assets comprise the assets purchased from third parties and have a
finite useful life, are measured by the total cost of purchase, deducted from the
accrued amortization and the losses due to decrease of the recoverable amount,
when applicable. The other intangible assets are represented mainly by grants of
power generation agreements purchased from third parties.

Fixed Asset

Accounting and measuring
Items of the fixed asset are measured by the historic cost of purchase or
construction, minus the accrued depreciation and losses due to the decrease of
the accrued recoverable amount (impairment).

The cost includes expenses that are directly attributable to the purchase of an
asset. The cost of assets built by the owned company includes:

The cost of materials and direct manpower;
Any other costs to place the asset at the site and conditions necessary for it
to be able to operate as intended by the Management;
The costs with disassembly and renovation of the site where such assets are
located; and
Costs with loans on qualifiable assets.

The cost of an item of property, plant and equipment may include reclassifications
of other comprehensive results of qualifiable cash flow protection instruments of
purchase of fixed assets in foreign currency. A software purchased that is an
integral part of the functionality of an item of equipment is capitalized as a part of
such equipment.

When parts of a fixed asset item have different useful lives, they are recorded as
individual items (main components) thereof.

Gains and losses sin the disposal of an item of the fixed asset (ascertained by the
difference between the funds resulting from the disposal and the book value of the
property, plant and equipment) are accounted for in other operational


206
revenues/expenses of the results.

Subsequent costs
Subsequent expenses are capitalized to the extent that it is likely that future
benefits associated to the expenses shall be earned by the Group. Maintenance
expenses and recurrent repairs are recorded in the results.

Depreciation
Items of property, plant and equipment are depreciated by the linear method in the
results of the fiscal year, based on the estimated economic useful life of each
component. Leased assets are depreciated for the shortest period between the
estimated useful life of the asset and the term of the agreement, unless it is certain
that the Company will obtain the ownership of the asset at the end of the lease.
Plots of land are not depreciated.
Items of the property, plant and equipment are depreciated as from the date when
they are installed and available for use, or in case of internally built assets from
the date when the construction is finalized and the asset is ready for use.

Impairment of non-financial assets
The assets that have an indeterminate useful life, such as goodwill, are not subject to
amortization and are tested on a yearly basis to check for a possible need for reduction of
the recoverable amount (impairment). The assets that are subject to amortization are
reviewed to check for impairment, whenever events or changes to the circumstances
indicate that the book value may not be recoverable. A loss due to impairment is
accounted for when the book value of the asset exceeds its recoverable amount, which
represents the greatest amount between the fair value of an asset minus its sale costs and
the amount thereof in use. For purposes of assessing the impairment, the assets are
grouped into the lowest levels for which there are separately identifiable cash flows (Cash
Generating Units (UGCs)). The non-financial assets, except for goodwill, that have been
adjusted by impairment are subsequently reviewed for the analysis of a possible reversal
of the impairment on the balance sheet date.

Accounts payable to suppliers
Accounts payable to suppliers are obligations to pay for assets or services acquired during
the normal course of businesses, being classified as current liabilities if the payment is due
within the year. Otherwise, the accounts payable are shown as non-current liabilities. They
are initially accounted for at the fair value and subsequently measured at the amortized
cost, with the use of the actual interest rate method.

Loans
Loans are initially accounted for at their fair value, net of costs incurred in with the
transaction, and are subsequently demonstrated at their amortized cost. Any difference
between the amounts raised (net of transaction costs) and the total amount payable is
accounted for in the statement of results during the period when the loans are outstanding,
using the actual interest rate method. Loans are classified as current liabilities, unless the
Company has an unconditional right to defer the settlement of the liability for at least 12
months after the balance sheet date. The costs with general and specific loans directly
attributable to the acquisition, construction or production of a qualifiable asset, which is an
asset that necessarily demands a significant period of time to be ready for its intended use
or sale, are capitalized as part of the cost of the asset when it is likely that they shall result
in future economic benefits for the entity and that such costs may be confidently


207
measured. The other costs with loans are accounted for as an expense during the period
when they are incurred in.

Provisions
Provisions are accounted for when: (i) the Company has a present or constructive
obligation as a result of events that have already occurred; (ii) it is likely that an
expenditure is necessary to settle the obligation; and (iii) the amount can be confidently
estimated. The provisions do not include future operational losses.

When there is a series of similar obligations, the likelihood of settling them is determined
taking into account the class of obligations as a hole. A provision is accounted for even if
the likelihood of settlement related to any individual item included in the same class of
obligations is small.

The provisions are measured at the present value of the expenses necessary to settle the
obligation, using a rate before tax effects that reflects the current market appraisals of the
value of money in time and the specific risks of the obligation. The increase of the
obligation as a result of the lapse of time is accounted for as a financial expense.

Current and deferred income tax and social contribution
The expenses with income tax and social contribution of the period comprise the current
and deferred taxes. Taxes on income are accounted for in the statement of results, except
insofar as they are related to items directly accounted for in the net equity or in the
comprehensive result. In such case, the tax is also accounted for in the net equity or in the
comprehensive result.

The charges on current and deferred income tax and social contribution is calculated
based on the tax laws enacted, or substantially enacted, on the balance sheet date of the
countries where the Companys entities operate and generate taxable profits. The
Management periodically assesses the positions taken by the Company in the
ascertainment of taxes on income in relation to the situations when the applicable tax
regulations give margin to interpretations; and establishes provisions, when appropriate,
based on the estimated amounts to be paid to the tax authorities.

The current income tax and social contributions are submitted net, by taxpaying entity, in
the liabilities when there are amounts payable, or in the assets, when the amounts paid
early surpass the total due on the date of the report.

The income tax and the deferred social contributions are accounted for using the method
of liability on temporary differences resulting from differences between the tax bases of the
assets and liabilities and the book values thereof in the financial statements. However, the
deferred income tax and social contributions are not accounted for if they result from the
initial accounting of an asset or liability in a transaction that is not a business combination,
which at the time of the transaction does not affect the accounting results, nor the taxable
profits (tax loss).

The deferred income tax and social contributions are accounted for only to the extent of
the likelihood of such future taxable profit is available and against which temporary
differences may be used.

The deferred income taxes are accounted for on the temporary differences resulting from
the investments in controlled companies, except when the moment of reversal of the


208
temporary differences is controlled by the Company, and provided that it is possible that
the temporary difference will not be reverted in a foreseeable future.

The deferred income taxes, assets and liabilities, are shown net in the balance sheet,
when there is a legal right and the intention to set them off upon the ascertainment of the
current taxes, usually related to the same legal entity and the same tax authority. Thus,
deferred taxes, assets and liabilities, in different entities or different countries are usually
submitted separately, and not by the net.

Benefits to employees

Share-based compensation
The Company operates a series of share-based compensation plans, settled with
shares, according to which the entity receives the service from the employees as
consideration for net equity instruments (options) of the Company. The fair value
of the employees services, received in exchange for the granting of options, is
accounted for as an expense. The total amount to be accounted for is determined
by reference to the fair value of the options granted, excluding the impact of any
conditions of acquisition of rights based on the service and performance that are
not of the market (for example, profitability, goals to increase sales and
permanence on the job for a specific period of time). The conditions for the
acquisition of rights that are not market rights are included in the premises
regarding the quantity of options whose rights must be acquired. The total amount
of the expense is accounted for during the period when the right is acquired;
period in which the specific conditions for the acquisition of rights must be met. On
the balance sheet date, the entity reviews its estimates for the quantity of options
whose rights must be acquired based on the conditions for the acquisition of rights
that are not market rights. It acknowledges the impact of the review of the initial
estimates, if any, on the statement of results, with a corresponding adjustment to
the equity.

The amounts received, net of any directly attributable transaction costs, are
credited on the share capital (par value), when the options are exercised.

Profit sharing
The Company accounts for a liability and a profit sharing expense based on the
methodology, which takes into account the profit attributed to the Companys
shareholders after certain adjustments. The Company accounts for a provision
when it is contractually bound or when there is a prior practice that has generated
a constructive obligation.


Share capital

Common and preferred shares are classified in the net equity.

Incremental costs directly attributed to the issuance of new shares or options are
demonstrated in the net equity as a deduction of the amount raised, net of taxes.

Accounting of revenue



209
Revenue comprises the fair value of the consideration received or to be received for the
sale of electric power in the normal course of the Companys activities. The revenue is
shown net of taxes, returns, abatements and deductions, as well as of eliminations of
sales between companies of the Group.

The Company acknowledges the revenue when the amount thereof can be measured with
certainty, it is likely that future economic benefits will flow to the entity and when specific
criteria have been met for each one of the Companys activities, as described below. The
Company bases its estimates in historical results, taking into account the type of client, the
type of transaction and the specifications of each sale.

Sale of power
The revenue from the sale of electric power is accounted for by a measuring
equivalent to the volume of power transferred to the client and through estimates
to measure the power delivered, but not yet taken into account by the measurings
prior to the closing of the fiscal year. The revenue result from electric power supply
contracts, being a fixed monthly portion and a variable portion according to the
demand required by the National System Operator ONS.

Financial revenue
The financial revenue is accounted for according to the term elapsed, by the
accrual basis of accounting, using the actual interest rate method. When an
impairment is identified in relation to an account receivable, the Company
decreases the book value to its recoverable value, which corresponds to the
estimated future cash flow, deducted at the actual interest rate of the instrument.
Subsequently, as time goes on, the interest is incorporated into the accounts
receivable, in consideration of the financial revenue. Such financial revenue is
calculated at the same actual interest rate used to ascertain the recoverable value,
that is, the original rate of the instrument.

Leases

The leases in which a significant portion of the risks and benefits of the property is
withheld by the lessor are classified as operational leases. The payments made for
operational leases (net of any incentive received from the lessor) are accounted for in the
statement of results by the linear method, during the period of the lease.





210
10.6 - Internal controls related to the preparation of financial statements Level of
efficiency and deficiency and recommendations included in the auditors report
(a) Level of efficiency of such controls indicating occasional imperfections and
measures adopted to correct them
The Companys Management believes in the efficiency of internal procedures and controls
adopted to ensure the quality, accuracy and reliability of the Companys financial statements. For
this reason, the Companys financial statements properly show the result from its operations and
its equity and financial condition as of the respective dates. Additionally, Management did not
identify any types of imperfections that may compromise the Companys financial statements.
(b) Deficiencies and recommendations on internal controls set forth in the independent
auditors report
Management understands that the internal control reports issued by the Companys independent
auditors, with respect to the years ended December 31, 2013, 2012 and 2011 do not indicate any
material deficiencies in the appropriateness of our accounting statements, according to the
accounting practices adopted in Brazil and the IFRS.
We have it as our practice to tend to and promptly remedy any flaws identified by the auditors
during the normal work process, be they process or system flaws. It is worth noting that the scope
of the audit of the accounting statements does not set forth the specific audit and issuance of a
report on the effectiveness of the internal controls.

However, within the context of the auditing of our financial statements, our independent auditors
considered our internal control systems in the scope set forth in the audit rules applicable to Brazil,
the purpose of which is related to the planning of the audit procedures.



211
10.7 - Managements comments on the use of proceeds from public offerings and
deviations, if any
(a) How proceeds from the public offering were used
The Company Management states that, in June 15, 2011, the Company issued 21,735,744
debentures, at R$63.00 each, totaling R$1.376 billion. In the financial years ended December 31,
2011 e 2012 and 2013 and in the current year, the proceeds from the issuance of debentures were
used to:
reinforce the Companys cash; and
support the contributions required for investments in the development of the Companys
ventures.
(b) Material deviations between the effective use of proceeds and proposals disclosed
in the memorandums of the respective distribution, if any
Management informs that, in the past three years and in the current year, there were no deviations
between the use of proceeds and proposals set forth in the memorandums.
(c) In the event of deviations, reasons for such deviations
Management informs that, in the past three years and in the current year, there were no deviations
between the use of proceeds and the proposals set forth in the memorandums.





212
10.8 - Managements comments on off-balance sheet items
(a) Off-balance-sheet items directly or indirectly held by the issuer
Management informs that the Company holds no off-balance sheet items.
i. lease and operational lease of assets and liabilities
This is not applicable given that the Company has no off-balance sheet items.
ii. written-off receivables portfolios on which the Company maintains risks and
responsibilities, and the relevant liabilities.
Not applicable, given that the Company has no off-balance sheet items.
iii. agreements on future purchase and sale of products and services
Not applicable, given that the Company has no off-balance sheet items.
iv. construction agreements whose work has not been completed
Not applicable, given that the Company has no off-balance sheet items.
v. agreements on future financing receivables
Not applicable, given that the Company has no off-balance sheet items.

(b) Other off-balance sheet items
Management informs that there are no other off-balance sheet items.





213
10.9 - Managements comments on relevant off-balance sheet items
(a) How such items change or may change revenues, expenses, operating income,
financial expenses or other items recorded in the issuers financial statements
Management informs that the Company holds no off-balance sheet items.
(b) Nature and purpose of operation
Management informs that the Company holds no off-balance sheet items.
(c) Nature and amount of obligations assumed and rights generated in favor of the
issuer due to the transaction
Management informs that the Company holds no off-balance sheet items.





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10.10 - Managements comments on business plan
(a) Investments
(i) Quantitative and qualitative description of current and future investments
The Company Management states that the Company currently has in its portfolio a project
under construction, Parnaba II. There are no new short-term investments forecast.

Parnaba II
The investments made and forecasted are summarized in the tables below:
Operational Capex Realized
(1) (2)
(in R$ thousands)
2011 2012 2013 2014E TOTAL
22,082 455,764 684,047 361,000 1,522,893
(1) Including taxes and any contingencies.
(2) Not considering interest during the construction and reserve account for debt service.

Disbursement Curve (%) and Total Estimated Capex
(1) (2) (3)
(in R$ thousands)
2011A 2012A 2013E 2014E TOTAL
1.45% 29.93% 44.92% 23.70% 1,522,893
(1) Amounts expected in nominal terms.
(2) Contingencies budgeted for and not used shall be transferred for the budget of the following years.
(3) Takes into account investments related to 100% of the enterprise.

(ii) Sources of funding for the investment

Parnaba II
The Company Management states that in the fourth quarter the short-term debt (bridge
loan) was extended with Ita BBA, CEF and BNDES. This contracting aims to cover the
financial obligations of the venture, in accordance with the shareholders leveraging
expectation, until the closing of the long-term debt scheduled for the third quarter of 2014.
The following table summarizes the conditions and stage of the debt contracted as of
December 31, 2013:

Amount Maturity Date Cost
BNDES R$ 280.7 MM 06/15/2015 TJLP + 2.4% p.a.
Ita BBA R$ 200.0 MM 12/30/2014 CDI + 3% p.a.
CEF R$ 280.0 MM 12/30/2014 CDI = 3% p.a.
Total R$ 760.7 MM

(iii) Material current divestiture and expected divestiture
The Company Management states that no capital divestiture has been made for the last
three financial years ended December 31, 2013, 2012 and 2011, as well as there is no
capital divestiture in progress.
(b) Provided that it has already been disclosed, indicate the acquisition of plants,
equipment, patents and other assets that may significantly influence the Companys
production capacity

The Company Management informs that there has been no acquisition of plants, equipment,
patents or other assets that materially influences the Companys production capacity.



215
(c) New products and services

The Company Management informs that the Company has no new products and/or services.

(i) Description of current research studies already disclosed
The Company seeks to develop all its projects in a sustainable manner, aiming at
maximum energy efficiency at low costs and, while preserving the environment. Thus, the
Company continually devotes to the acquisition, research and development of clean
technologies and environmentally-sustainable projects. In the R&D field, the Company
develops several projects, some of them are being negotiated and contracted, and others
are being implemented.
(ii) Total amount spent by the issuer on research for development of new
products and services
In each of the financial years ended December 31, 2011, 2012 and 2013, the Company
invested R$0.4 million, R$0.1 million and R$4.8 million in research and development of
new technologies respectively.

(iii) Projects in progress already disclosed
An agreement was entered into with COPPE-UFRJ to create a Center for Research in
Energy Generation. The primary purposes of the new center will be the conduction of
research and technological development in energy generation and qualification and
training of people in the sector, and the construction of laboratories to physically support
the analyses and studies planned is also expected. COPPE-UFRJ is also a partner of the
Company and of the University of Tsingua, in China, for joint studies of control and storage
of CO2, among others.
(iv) Total amount spent by the issuer on developing new products or services
The Company did not incur expenses relating to developing new products or services.





216
10.11 - Other factors with significant influence
The Company Management states that there are no other factors that significantly influenced the
Companys operating performance and that have not been identified or commented in the other
items of this section 10.



217
11.1 - Disclosed forecasts and assumptions
In compliance with the provisions of Circular Letter/CVM/SEP/No.01/2014 and in accordance with
the material fact published on June 4, 2013, the Company management has opted to discontinue
disclosure of financial projections (guidance) under this item, in view of the need to align its
guidance disclosure policy with the Companys current operational phase, in accordance with CVM
Instruction 400 and CVM Instruction 480.
In this sense, we clarify that when the Company started to disclose its capital investment
forecasts, it had no commercial developments in operation. However, the Company currently has
various commercial developments with installed capacity of 1,780 MW. Accordingly, the disclosure
of estimates on capital investments became necessary in view of its real installed capacity and its
current operational phase.



218
11.2 - Monitoring and changes of forecasts disclosed
(a) Inform those that are being replaced by new forecasts included in this Reference
Form and those that are being repeated
Not applicable, since, as referred to in item 11.1 hereof, the Company decided to discontinue the
disclosure of forecasts on cash disbursements for investment in its developments.
(b) As regards the forecasts for last periods, compare the data forecast with the
effective performance of the indicators, demonstrating clearly the reasons that led to
deviations in the forecasts.
Not applicable, since, as referred to in item 11.1 hereof, the Company decided to discontinue the
disclosure of forecasts on cash disbursements for investment in its developments.
(c) As regards the forecasts related to periods still in progress, inform whether the
forecasts remain valid on the date of delivery of this Reference Form and, when applicable,
explain why they were set aside or replaced.
Not applicable, since, as referred to in item 11.1 hereof, the Company decided to discontinue the
disclosure of forecasts on cash disbursements for investment in its developments.





219
12.1 - Description of administrative structure
Our management is made up of a Board of Directors advised by a non-statutory Audit Committee
and by an Executive Board. The Companys Fiscal Council is a non-permanent body, and is not
currently instated.
(a) Powers of each body and committee
Board of Directors
In addition to the powers conferred by the Company Bylaws, the Companys Board of Directors
has Internal Regulations intended to govern the way it functions and its relationship with the other
corporate bodies, subject always to the provisions of the Bylaws and of the legislation in force at
any time.
The Companys Board of Directors consists of at least 8 (eight) and not more than 10 (ten) regular
members, all of whom are elected and can be dismissed by the General Meeting, with a
concurrent 2 (two) year term of office. Reelection is permitted.
Article 17 of the Company Bylaws sets forth the following responsibilities of the Board of Directors:
(i) To regulate the activities of the Company, with powers to review and resolve on any matter
that is not within the specific competence of the General Meeting or the Executive Board;
(ii) To fix general guidelines for the Companys business and resolve on any subject relevant
to the Companys strategy, provided that, however, Management is responsible for all
decisions related to the Companys daily activities, as set forth in the Bylaws;
(iii) To appoint and remove the members of the Companys Management, including approval of
the corresponding remuneration, according to the global remuneration previously approved
by the General Meeting;
(iv) To attribute to the members of Management their respective functions, powers and
approval limits, where these are not specified in the Bylaws, and to appoint the Investor
Relations Officer, subject to the provisions of the Bylaws;
(v) To resolve on the calling of General Meetings, acting jointly or through its Chairman, when
judged necessary, or in terms of article 132 of the Corporate Law (Law n
o
6404/76);
(vi) To monitor the management of the Company by the Executive Officers, examining the
Company books and documents at any time and calling for information on contracts
executed or under negotiation, and on any other actions;
(vii) To choose and to dismiss the independent auditors, providing that the choice is in
accordance with the applicable legislation. The independent audit firm shall report to the
Board of Directors;
(viii) To invite the independent auditors to provide any explanations that it may think fit;
(ix) To review the Management Report, the financial statements, and the accounts of the
Executive Board and to resolve on their submission to the General Meeting;
(x) To approve the annual business plans and the strategic plan, as well as the annual budget,
prepared and recommended by Management and any changes in these plans involving
higher values, the greater of: (i) variation of 25% (twenty-five percent) of the original


220
amount; or (ii) R$250,000,000.00 (two hundred and fifty million Reais), provided that
Management is responsible for deploying the annual business plan and the annual budget;
(xi) To resolve on Company capital increases and share issues, within the limits authorized in
article 6 of the Bylaws, setting the conditions of issuance, including the price and the
period for payment, with the power also to exclude (or reduce the period for) pre-emptive
rights in share issues, subscription warrants and convertible debentures, which are offered
for sale on a stock exchange or by public subscription, or in the course of a takeover bid,
on the terms provided for under the law;
(xii) To resolve on any request of public bid submission of the Companys shares;
(xiii) To resolve on the Companys purchase of its own shares, or on the issue of sale or
purchase options over the Companys shares, to be held in treasury and/or for subsequent
cancellation or disposal;
(xiv) To start, change, interrupt, or stop the development, creation, deployment and/or operation
of (i) business or activity whose amount is greater than R$200,000,000.00 (two hundred
million Reais), except if previously approved, in the annual business plan or in the annual
budget, and such transaction or activity must occur in one single transaction or in a series
of related transactions, or (ii) any power generation, venture, risk capital and investment
project or activity by the Company or by any of its subsidiaries;
(xv) To approve the rules of internal procedures of the Board of Directors;
(xvi) To enter any joint venture, association, or any other business partnership which involves
the Company or its subsidiaries, which is of strategic importance for the Company;
(xvii) To authorize the execution of amendments related to transactions between Related Parties
that exceed the amount of R$80,000,000.00 (eighty million Reais);
(xviii) To approve the purchase, sale, transfer, lease, pledge, creation of liens or any other type of
provision on the Companys assets or of any of its subsidiaries, or the issuance of
guarantees to third parties to secure liabilities of the Company itself, whose amount is
greater than R$100,000,000.00 (one hundred million Reais), except if previously approved
in the annual business plan or annual budget;
(xix) To approve investments or capital expenditures by the Company or any of its subsidiaries,
whose estimated total amount is higher than R$200,000,000.00 (two hundred million
Reais) in one single operation or in a series of related operations, except if previously
approved in the annual business plan or in the annual budget;
(xx) To approve loans, financing, simple, unconvertible debentures and unsecured debentures,
or any other debt or commercial papers involving an amount greater than
R$100,000,000.00 (one hundred million Reais), except if previously approved in the annual
business plan or in the annual budget;
(xxi) To determine a list of three firms specializing in corporate valuations, to prepare a valuation
report on the shares of the Company, in the event of cancellation of registration as a public
company and quitting the Novo Mercado (New Market);
(xxii) To file for bankruptcy on behalf of the Company, or for its judicial or extrajudicial
reorganization;
(xxiii) To express an opinion on any public bid for the acquisition of the shares of the Company,
giving its duly reasoned views, up to 15 (fifteen) days before the bid document is made


221
public, on the following issues as a minimum: (i) the appropriateness and timeliness of the
bid for the acquisition of shares, in terms of the interests of the shareholder body and in
regard to the liquidity of the Companys securities; (ii) the repercussions of the bid on the
interests of the Company; (iii) the strategic plans for the Company disclosed by the bidder;
and (iv) any other issues that the Board of Directors considers pertinent, in addition to the
information required by the applicable rules issued by the CVM.
(xxiv) To approve the execution, termination, amendment, or waiver of a relevant agreement in
an aggregate amount of more than R$100,000,000.00 (one hundred million Reais), except
if previously approved in the annual business plan or in the annual budget;
(xxv) To approve the granting or contracting, by the Company or by its subsidiaries, of any
guarantees or bonds related to any liability of the Company or of its subsidiaries or of any
other person, which exceeds the amount of R$100,000,000.00 (one hundred million
Reais), except if previously approved in the annual business plan or in the annual budget;
(xxvi) To approve the performance of power trading activities, including participation in bidding
processes, the forming of Public Private Partnerships in the regulated and free markets,
and the execution of any non-negotiated ancillary contracts;
(xxvii) To approve the execution of power purchase contracts for energy reserve involving
amounts greater than R$200,000,000.00 (two hundred million Reais), except if previously
approved in the annual business plan or in the annual budget;
(xxviii) To implement significant changes or alterations in the accounting standards, policies, and
guidelines applicable to the Company; and
(xxix) To submit proposals for the General Meeting referring to the allocation of the Companys
earnings and amendments to the Bylaws.
Executive Board
The Executive Board of the Company shall consist of at least two (2) members, who may or may
not be shareholders, residents in Brazil, and elected by the Board of Directors, and a same Officer
may accrue positions, one Chief Executive Officer, and one Executive Vice-President being
appointed. The position of Investor Relations Officer shall be held by the Chief Executive Officer or
by the Executive Vice-President.
In accordance with article 23 of the Company Bylaws, the Executive Board has the following
powers:
(i) to manage and supervise the routine business and affairs of the company and all decisions
related to the companys routine activities, according to the annual business plan and the
companys strategic plan, as well as the annual budget, approved by the directors;
(ii) to prepare the companys business plan and strategic plan, as well as its budget and
recommend it to the board of directors;
(iii) to implement the companys business plan and strategic plan, as well as its budget,
according to what has been approved by the board of directors;
(iv) to implement decisions and instructions by the board of directors;
(v) to legally represent the company before third parties, including commitment, waiver,
settlement, and execution of agreements, assumption of liabilities, investment of funds,
and execution of contracts and other documents on behalf of the company;


222
(vi) to approve all measures required and perform all ordinary acts regarding financial and
economic management, according to the provisions of the bylaws and the resolutions
approved by the general meeting and by the board of directors at their meetings;
(vii) to prepare and deliver information related to company matters to the board of directors, as
requested by the board of directors itself;
(viii) to prepare the issuance, update, and changes to the financial and investment policies;
(ix) to prepare the companys financial statements for approval of the board of directors and
maintain the companys corporate and financial and tax books and records; and
(x) to prepare and recommend to the board of directors the companys business plan and
strategic plan, as well as its annual budget, with regards to any fiscal year, in a timely
manner, for approval by the board of directors during the last quarter of the corresponding
fiscal year.
Fiscal Council
The Company Bylaws provide for the functioning of a Fiscal Council on a non-permanent basis,
with powers, when instated, according to the provisions of the applicable regulations, comprising
at least 3 and at most 5 regular members, with an equal number of alternates, who may or may
not be shareholders, elected and subject to dismissal at any time by the General Meeting.
Audit Committee
The Audit Committee was created at a meeting of the Board of Directors held on March 25, 2008.
Its primary attributes are: (i) to monitor the accounting practices adopted in the preparation of the
financial statements of the Company and its subsidiaries; (ii) to recommend independent auditors
and assess their effectiveness; (iii) to approve the planning, supervision and assessment of the
work of internal audit; and (iv) to evaluate the efficiency of risk management and internal controls.
(b) Date of instatement of fiscal council, if not permanent, and of creation of
committees
The Companys Fiscal Council was instated in August 2011, and its term of office ended on April
30, 2012, when an Annual and Extraordinary Meeting of the Company was held. As of the date of
publication of this Reference Form, the Company has no Fiscal Council installed.
The creation of the Company Audit Committee was approved by the Board of Directors at a
meeting held on March 25, 2008.
(c) Mechanisms for assessing performance of each body or committee
Since 2011, members of the Company Board of Directors have taken part in an assessment
process that includes issues relating to their own performance and of the board as a whole. The
principal benefits of this process, in addition to assessing the board itself and the individual
performance of its members, are that it encourages members to contribute to the optimization of
the Boards performance, and improves its interaction with its advisory committees and with the
Executive Board.
Although there is no formal mechanism for assessing the Executive Board, its performance is
evaluated by the Board of Directors by means of constant interaction, both on the basis of
meetings that are held jointly, and according to the quality of the information prepared by the
Executive Board and provided as support material for the resolutions of the Board of Directors. In
the same way, the Audit Committee is assessed by the Board of Directors when it reports on its


223
activities, with the Committee meeting minutes being regularly made available to members of the
Board of Directors for their information and for them to monitor discussions.
(d) Duties and individual powers of members of the Executive Board
As of the date of this Reference Form, the Company Executive Board is made up of a Chief
Executive Officer, and an Executive Vice-President. A single Officer is authorized to fulfill more
than one function, and the duties are defined in article 23 of the Bylaws.
The Chief Executive Officer and the Executive Vice-President are responsible for managing
activities related to overall Company planning, in addition to the functions, attributes and powers
bestowed by the Board of Directors, and subject to the policies and guidelines previously set forth
by the Board of Directors: (i) to call and preside meetings of the Executive Board; (ii) to supervise
the management activities of the Company, coordinating and monitoring the actions of members of
the Executive Board; (iii) to propose to the Board of Directors the functions to be undertaken by
each Officer upon the latters appointment, without having exclusive responsibility for the decision;
(iv) to be the active and passive representative of the company, in judicial matters and otherwise,
subject to the provisions of article 24 of the Bylaws; (v) to coordinate the Companys personnel,
organizational, management, operational and marketing policies; (vi) to prepare and present to the
Board of Directors, each year, the Companys annual business plan and annual budget; and (vii) to
manage matters of a corporate nature in general.
The Investor Relations Officer is responsible, in addition to the functions, attributes and powers
bestowed by the Board of Directors, and subject to the policies and guidelines previously set forth
by the Board of Directors, for: (i) representing the company with the controlling authorities and
other institutions operating in the capital market; (ii) supplying information to the investing public,
the CVM, the Stock Exchange where the Companys securities are traded and the other bodies
involved in capital market operations, in accordance with the applicable legislation, both in Brazil
and overseas; and (iii) keeping the Company register at the CVM up to date.
(e) Mechanisms for assessing the performance of members of the board of directors,
the committees and the executive board
Members of the Company Board of Directors take part in an assessment process both of their
individual performance and of the performance of the Board as a whole, as described in item
12.1(c) of this Reference Form.
Although there is no formal mechanism for assessing the performance of the Executive Board or
the Audit Committee, these bodies are assessed by the Board of Directors as described in item
12.1(c) of this Reference Form.



224
12.2 - Rules, policies and practices related to the general shareholders meeting
(a) Call Deadlines
The Company does not adopt a practice in relation to the deadlines for call of general
shareholders meetings different from those set forth in the applicable legislation.
The Corporate Law requires that all general meetings be called by means of three announcements
in the Federal Official Gazette or that of the State where the Company is based, and in one other
widely circulated newspaper. The Company announcements are currently carried in the Official
Gazette of the State of Rio de Janeiro and in the Dirio Mercantil newspaper. The first call has to
be made at least 15 days before the date of the general meeting, and the second call eight days in
advance, and the meeting must be held as set forth in the Corporate Law. A general meeting to
resolve on the cancellation of the Companys registration as a public company, or to consider
complex transactions requiring more time for shareholders to understand and analyze them, shall
be called at least 30 days in advance. In specific circumstances, however, at the request of any
shareholder and after consulting the Company, the CVM may postpone the date of a general
meeting to 30 days after it has been called.
(b) Competencies
In addition to the other competencies provided by the Brazilian Corporation Law, the Regulations
of the Novo Mercado of BM&FBOVESPA and the Companys Bylaws, in particular Article 26 of the
Companys Bylaws, provide that it will be incumbent on the General Meeting to:
(i) take managements accounts, examine, discuss and vote on the financial statements;
(ii) elect and remove the members of the Board of Directors;
(iii) fix the total annual compensation of the members of the Board of Directors and the
Executive Board as well as members of the Fiscal Council, if installed;
(iv) amend the Bylaws and the Companys corporate purpose;
(v) decide on the merger, consolidation merger of shares and spin-off involving the Company;
(vi) approve stock option plans for its managers, employees and individuals providing services
to the Company, as well as officers and employees of other companies that are directly or
indirectly controlled by the Company, as well as approve any changes related to such
plans;
(vii) resolve, in accordance with managements proposal, on allocation of net income and
dividend distribution;
(viii) resolve on capital increase which exceeds the authorized capital of the Company;
(ix) elect or replace the liquidator(s) of the Company, suspend the liquidation of the Company,
as well as call the Fiscal Council that will operate during the liquidation period;
(x) decide on the cancellation of the registration of the company with the CVM;
(xi) decide on delisting from Novo Mercado, which, if adopted, should be communicated to
BM&FBOVESPA in writing 30 (thirty) days in advance;
(xii) decide on shares which will be listed or delisted from the stock exchange;


225
(xiii) choose the specialized company responsible for developing an appraisal report in the case
of Articles 37 and 40 of the Bylaws, among the companies indicated in a triple list prepared
by the Board of Directors.
(xiv) approve reduction of capital with distribution of funds and assets to the Companys
shareholders;
(xv) approve the Companys participation in a group of companies;
(xvi) approve amortization and redemption of Companys shares; and
(xvii) change the Companys dividend policy.
(c) Addresses (physical or electronic) in which documents relating to the general
meeting will be available for shareholders analysis
All documents relating to the General Meeting, both related to the participation of shareholders
and support for the resolutions, are available at the following addresses: (i) Companys head
office: City of Rio de Janeiro, State of Rio de Janeiro, Praia do Flamengo, No. 66, 9
th
floor,
Flamengo, and (ii) electronic addresses: Company website (www.eneva.com.br/ri); CVM website
(www.cvm.gov.br) and BM&FBOVESPA website (www.bmfbovespa.com.br).
(d) Identification and management of conflicts of interest
As a general rule, the Company uses the provisions of Article 115 of the Brazilian Corporation Law
to address issues relating to conflicts of interest at the General Meetings. In addition, the Company
provides, in the Internal Regulations of the Board of Directors, guidelines on how to address
situations involving conflicts of interest. For more information about the guidelines in the Internal
Regulations of the Board of Directors, see section 12.4. (c) of this Reference Form.
(e) Request for proxies by the management to exercise the right to vote
The Company reports in the call notices of General Meetings the procedures to be followed in
order to exercise the right to vote, as detailed in item f below.
(f) Formalities necessary for acceptance of proxy instruments granted by
shareholders, indicating whether the issuer accepts proxies granted by shareholders
through electronic means
To participate in the General Meeting, Shareholders must appear in person or by proxy, who
should be a shareholder, Company manager, lawyer, financial institution or investment fund
manager who represents the members, at the time and place of the Meeting, in accordance with
respective Call Notice.
In the case of attendance by proxy, the proxy must: (i) have the signature of the principal duly
notarized; (ii) be issued less than one year from the date of the Meeting, as required by law (Article
126, paragraph 1 of Law 6404/76); (iii) be notarized by a notary public duly authorized for this
purpose, certified by the Brazilian consulate and translated into Brazilian Portuguese by a sworn
translator, in case it has been granted outside Brazil; (iv) the Proxy must also submit their ID. It
should be noted that the Company does not accept proxies issued by electronic means.
All the above information is provided by the Company in the Call Notice of the General Meeting
and also in the Guide to Participating in Shareholders Meeting at the addresses (physical and
electronic) mentioned in item 12.2 c of this Reference Form.
The Guide to Participating in Shareholders Meeting is intended to encourage the participation of


226
shareholders in meetings, providing clear and practical information as described below:
1. When and where the Meeting is to take place
2. Who can take part
3. How to take part in the Meeting
4. The Shareholders does not have to appear at the General Meeting in person
5. How to be represented by a proxy
6. How to obtain additional information
(g) Maintenance of forums and pages on the World Wide Web to receive and share
feedback from shareholders on the agendas of meetings
Although there is no specific channel for receiving feedback from shareholders on the agendas of
meetings, the Companys Investor Relations website makes available the email of both the
Investor Relations and Corporate Governance areas of the Company, it being certain that both
areas, should they receive any manifestation in this regard, may adopt reasonable procedures for
analysis.
(h) Live broadcast of video and/or audio of meetings
There is currently no live broadcast of video and/or audio of shareholders meetings.
(i) Mechanisms to allow inclusion in the agenda of proposals made by shareholders
Although there are no mechanisms to allow inclusion in the agenda of proposals made by
shareholders, the Companys Investor Relations and Corporate Governance areas may, should
they receive some shareholder manifestation in this regard, refer the matter for consideration of
the Board of Directors.


227
12.3 Dates and newspapers where the information required by Law No. 6404/76 were published
Fiscal Year Publication Newspaper - State Dates
12/31/2013
Notice to Shareholders Communicating Disclosure of Financial
Statements
Official Gazette of the State of Rio de Janeiro - RJ 03/27/2014
Dirio Mercantil Newspaper of the State of Rio de Janeiro - RJ 03/27/2014
Financial Statements Official Gazette of the State of Rio de Janeiro - RJ 04/01/2014
Dirio Mercantil Newspaper of the State of Rio de Janeiro - RJ 04/01/2014
Convening the AGM that examined the Financial Statements


Official Gazette of the State of Rio de Janeiro - RJ 03/28/2014
03/31/2014
04/01/2014
Dirio Mercantil Newspaper of the State of Rio de Janeiro - RJ 03/28/2014
03/31/2014
04/01/2014
Minutes of the AGM that examined the Financial Statements


Official Gazette of the State of Rio de Janeiro - RJ 04/28/2014
Dirio Mercantil Newspaper of the State of Rio de Janeiro RJ 04/28/2014
12/31/2012
Notice to Shareholders Communicating Disclosure of Financial
Statements
Such notice was not published to the shareholders, under article
133, paragraph 5, of Law No. 6404/76
-
Financial Statements


Official Gazette of the State of Rio de Jan eiro - RJ 02/20/2013
Valor Econmico Newspaper - RJ 02/20/2013
Valor Econmico Newspaper - SP 02/20/2013
Dirio Mercantil Newspaper of the State of Rio de Janeiro - RJ 02/20/2013
Convening the AGM that examined the Financial Statements


Official Gazette of the State of Rio de Janeiro - RJ 03/28/2013
04/01/2013
04/02/2013
Dirio Mercantil Newspaper of the State of Rio de Janeiro - RJ 03/28/2013
04/01/2013
04/02/2013
Minutes of the AGM that examined the Financial Statements Official Gazette of the State of Rio de Janeiro - RJ 06/11/2013


228


Dirio Mercantil Newspaper of the State of Rio de Janeiro RJ 06/11/2013
12/31/2011
Notice to Shareholders Communicating Disclosure of Financial
Statements
Such notice was not published to the shareholders, under article
133, paragraph 5, of Law No. 6404/76
-
Financial Statements


Official Gazette of the State of Rio de Janeiro RJ 03/22/2012
Valor Econmico Newspaper Nacional - RJ 03/22/2012
Convening the AGM that examined the Financial Statements


Official Gazette of the State of Rio de Janeiro RJ 03/30/2012
04/02/2012
04/03/2012
Valor Econmico Newspaper Nacional - RJ 03/30/2012
04/02/2012
04/03/2012
Minutes of the AGM that examined the Financial Statements


Official Gazette of the State of Rio de Janeiro RJ 05/31/2012
Valor Econmico Newspaper Nacional - RJ 05/31/2012





229
12.4 - Rules, policies and practices relating to the Board of Directors
The Companys Bylaws provides that the Board of Directors will be composed of at least eight and
no more than ten members, whether Companys shareholders or not, elected and removed by the
General Meeting, with a unified term of office of two years, with the possibility of reelection.
(a) Frequency of meetings
In accordance with Article 14 of the Bylaws of the Company, the Board of Directors will meet, at
least 06 (six) times a year, upon written notice delivered personally, by electronic mail, via fax or
courier, by initiative of the Chairman and/or Vice-Chairman or upon written request of any member
of the Board of Directors, at least 03 (three) business days before the meeting and definition of
date, place, time and agenda of topics to be addressed. Should the Chairman not take the
required measures to call the meeting requested by a member of the Board of Directors within 05
(five) business days starting from the date of receipt of said request, any member might call the
meeting requested. No resolution may be approved if the topic is not expressly included in the
meetings agenda. In urgent cases, the meetings of the Board may be called by the Chairman
and/or Vice-Chairman, without observing the term above, provided that all other Board members
are clearly aware of it. Calls may be personally, by electronic mail, via fax or courier, with
acknowledgment of receipt, fax or any other means, electronic or otherwise, that allows proof of
receipt. Regardless of the formalities provided for in the Bylaws, a meeting attended by all
Directors will be deemed to be regular. The presence of the member of the Board at the meeting
constitutes his full agreement with the meetings call, except if the presence of the member of the
Board of Directors has the express purpose of opposing any resolution of any business at the
beginning of such meeting, due to the fact that the meeting was not duly called or set.
(b) If any, the provisions of the shareholders agreement establishing restrictions or
conditions on the exercise of voting rights of members of the board
The Company has, as of this date, a shareholders agreement in force which, nevertheless, does
not provide for restriction to the exercise of right to vote by members of the Board of Directors.
(c) Rules for identification and management of conflicts of interest
As a general rule, the Company uses the provisions of Article 115 of the Brazilian Corporation Law
to address issues relating to conflicts of interest at the General Meetings. In addition, the Company
provides, in the Internal Regulations of the Board of Directors and Audit Committee, guidelines on
how to address situations involving conflicts of interest.
According to the Internal Regulations of the Board of Directors of the Company, said Board should
prevent and manage conflicts of interests or differences of opinion, so that the Companys
interests always prevail.
The Directors must also:
(i) ensure that transactions between related parties are conducted based on market
conditions in terms of deadlines, fees and guarantees, and are disclosed as required by
the CVM;
(ii) declare, prior to resolution, that, for whatever reason, they have a particular or conflicting
interest with the Company regarding the particular matter referred to it, abstaining from
discussion and voting; and
(iii) abstain from deciding matters involving conflict of interest.


230
12.5. Description of arbitration clause for resolution of conflicts
Under Article 43 of the Bylaws of the Company and the Listing Regulations of the Novo Mercado,
the Company, its shareholders, directors and members of the Fiscal Council, when installed,
undertake to settle by arbitration before the Market Arbitration Chamber, any dispute or
controversy between them, particularly related to or arising from the enforcement, validity,
effectiveness, construction, violation and related effects, of the provisions of the Brazilian
Corporation Law, the Companys Bylaws, the rules issued by the National Monetary Council, the
Central Bank of Brazil and the CVM, as well as other rules applicable to the operation of the
capital markets in general, in addition to those included in the Listing Regulations of the Novo
Mercado, the Arbitration Regulations of the Market Arbitration Chamber, the Sanctions Regulations
and the Agreement for Participation in the Novo Mercado.




231
12.6 / 8 Composition and professional experience of management and fiscal council
Name Age Management body Election Date Term of office
INDIVIDUAL TAXPAYER CARD (CPF) NO. Profession Elective office held Date of investiture Elected by Controlling
Shareholder
Other positions and functions held at the issuer
Frank Paul Possmeier
062.408.577-50
Member of the Audit Committee
Member of the Human Resources Committee
Member of the Finance, Investment and Control
Committee

42
Economist
Participates only in the Executive Board
11 Executive Vice President / Superintendent
01/27/2014
01/27/2014
2 years
Yes
Fabio Hironaka Bicudo
820.110.876-00
Chief Investor Relations Officer
Member of the Audit Committee
Member of the Human Resources Committee
Member of the Finance, Investment and Control
Committee
41
Administrator
Participates only in the Executive Board
10 Director President / Superintendent
01/27/2014
02/17/2014
2 years
Yes
Jrgen Kildahl
000.000.000-00
Member of the Human Resources Committee
50
Economist
Participates only in the Board of Directors
20 Chairman of the Board of Directors (Permanent)
06/12/2013
06/12/2013
AUG 2015
Yes
Keith Plowman
000.000.000-00
Member of the Audit Committee
55
Engineer
Participates only in the Board of Directors
22 - Board of Directors (Permanent)
06/12/2013
06/12/2013
AUG 2015
Yes
Eliezer Batista da Silva
607.460.507-63
88
Engineer
Participates only in the Board of Directors
22 Board of Directors (Permanent)
06/12/2013
06/12/2013
AUG 2015
Yes


232
Ricardo Luiz de Souza Ramos
804.112.237-04
47
Mechanic Engineer
Participates only in the Board of Directors
22 - Board of Directors (Permanent)
06/12/2013
06/12/2013
AUG 2015
Yes
Stein Dale
000.000.000-00
Member of the Finance, Investment and Control
Committee
49
Administrator
Participates only in the Board of Directors
22 - Board of Directors (Permanent)
06/12/2013
06/12/2013
AUG 2015
Yes
Luiz do Amaral de Frana Pereira
014.707.017-15
Member of the Finance, Investment and Control
Member of the Audit Committee
78
Civil Engineer
Participates only in the Board of Directors
22 - Board of Directors (Permanent)
12/08/2013
12/08/2013
AUG 2015
Yes
Adriano Carvalhdo Castello Branco Gonalves
085.158.937-54
Member of the Human Resources Committee
38
Lawyer
Participates only in the Board of Directors
22 - Board of Directors (Permanent)
11/11/2013
11/11/2013
AUG 2015
Yes
Luiz Fernando Vendramini Fleury
036.577.328-02
57
Administrator
Participates only in the Board of Directors
22 Independent Board Member (Permanent)
12/12/2013
12/12/2013
AUG 2015
No
Ronnie Vaz Moreira
512.405.487-53
56
Economist
Participates only in the Board of Directors
22 - Independent Board Member (Permanent)
01/10/2014
01/10/2014
AUG 2015
No
Professional background / Declaration of convictions


233
Frank Paul Possmeier - 062.408.577-50
a. Frank Possmeier has a degree and a PhD in economics and business administration. Frank was a member of the executive office of E.ON International Energy (main activity: power generation)
(November/2010), having previously occupied the positions of Senior Vice-President and Global Officer of Mergers and Acquisitions of the E.ON Group (main activity: power generation) (3 years), being in charge
of the acquisitions and divestitures of the group.
b. Frank Paul Possmeier declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Fabio Hironaka Bicudo - 820.110.876-00
a. Fabio Hironaka Bicudo has a degree in Economics by Fundao Getlio Vargas FGV (So Paulo) and an MBA in Finance by Columbia Business School, having studied also in HEC (cole des Hautes tudes
Commerciales) in Paris. He has worked as co-head of the Investment Bank and was a member of the Brazil Management Committee of Goldman Sachs in Brazil (2010 to 2013). He has over 16 years of
experience in investment banking, having worked at Goldman Sachs, as well as in Citigroup in New York and So Paulo (2000 to 2005).
b. Fabio Hironaka Bicudo declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Jrgen Kildahl - 000.000.000-00
Jrgen Kildahl Passport No. 25045060
a. Jrgen Kildahl has degree from the Norwegian School of Economics and Business Administration with masters degree in Science in Economics and Business Administration and Finance (MBA), both from the
Norwegian School of Economics and Business Administration. He also has a specialization by Harvard Business School Advanced Management Program (AMP), USA. Currently, he is a member of the Board of
Officers of E.ON AG, based on Dsseldorf, Germany (main activity: power generation) (since 2010). He was a manager of the International Fund Management Ltd. (main activity: investment in assets) (1988-1991)
and Public Relations Consulting Partner of the Geelmuyden.Kiese Group, Oslo, Norway (main activity: consultancy) (1991-1999). He was also a Vice-President of Statkraft Markets SF (main activity: power
generation) (1999-2001) and Vice-President of Statkraft AS (main activity: power generation), in the Market and Commercial Operations department in Europe and Power Generation and Market in Europe (2001-
2010).
b. Jrgen Kildahl declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Keith Plowman - 000.000.000-00
Keith Plowman - Passport No. 801463073
a. Keith Plowman has an engineering degree from UWIST (1980), with an MBA by Aston University. He is currently the Chief of Operations of E.ON International Energy (main activity: power generation) (since
September/2011). He was previously an Officer at Steam Germany and Fleet Management Steam (main activity: power generation) (2010-2011). He was a member of the Executive Office of E.ON Kraftwerke
GmbH (main activity: power generation) (2008-2009), Development & Construction Officer and Power Generation Officer at Eon UK Ltd (main activity: power generation) (2004-2007), General Superintendent of
CHP Ltd (main activity: power generation) (2002-2004), Commercial Superintendent of CHP Ltd (main activity: power generation) (1998-2002), Engineering Superintendent of CHP Ltd (main activity: power
generation) (1991-1997).
b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.


234
Eliezer Batista da Silva - 607.460.507-63
a. Eliezer Batista da Silva holds a Bachelors degree in Civil Engineering from the University of Paran, with postgraduate studies and training in United States and Europe. He is currently Honorary Chairman of
the Board of Directors of MMX Minerao e Metlicos S.A. (since 2005) and of Oleo e Gs Participaes S.A., OSX Brasil S.A. and the Vice-President of the Board of Directors Council of CCX Carvo da
Colmbia S.A. (since 2012). In addition, he is currently Member of the Board of Directors of the Monteiro Aranha Group, BUNGE Group, NEXANS Brasil S/A, the Board of Trustees of the Brazilian Center for
International Relations (CEBRI/Rio), Member of the Academy of Sciences of Russia, Member of the World Business Council for Sustainable Development, Member of the Board of Directors of IBIOAtlantic Bio
Institute, Member of the Board of Directors of Lorinvest Gesto de Recursos Ltda and Honorary President of the Notable Group Brazil Japan.
b. Eliezer Batista da Silva declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Ricardo Luiz de Souza Ramos - 804.112.237-04
a. Ricardo Luiz de Souza Ramos holds a Bachelors degree in Mechanical Engineering from Gama Filho University and a Masters degree in Business Administration from COPPEAD. He is currently a member of
the Board of Directors of ENEVA S.A. (since 2012). In addition, he currently holds the position of Credit Area Superintendent at the BNDES, as well as Superintendent for Social Infrastructure. He served as
Priorities Departmental Head at BNDES (2006-2008), Aircraft Exports Finance Manager (2005-2006), Executive Manager of the Information Technology Investment Department (2003-2004), Export Manager -
Aircraft and Engineering Services Export Finance Transactions (2001-2003), Investment Analysis in the metallurgy, commerce and services sectors (1997-2000),
Industrial area engineer (1993-1997).

b. Ricardo Luiz de Souza Ramos declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of
administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or
commercial activities.
Stein Dale - 000.000.000-00
Stein Dale - Passport No. 28605707
a. Stein Dale has a degree from the Defense Language Institute - Norwegian Armed Forces, with a Master of General Business by Norwegian School of Management (BI) and a specialization by IMD
Orchestrating winning performance (OWP), in Lausanne, Switzerland, and by Harvard Business School Advanced Management Program (AMP), USA. He is currently the CEO of E.ON International Energy
(main activity: power generation) (since 2012). He was the CEO of Multiconsult AS (main activity: provision of engineering services) (2011-2012), Vice Executive President and Financial Officer (CFO) of Statkraft
AS (2002-2011), Vice Executive President of Enitel ASA (main activity: telecommunications) (2000-2001), Vice Executive Officer of Telia Norge AS (1994-2000). He also worked as a member of the Board of
Directors of Multiconsult AS (2011-2012), SN Power (2005-2010), and from 2009 to 2012 he was the Chairman of the Board of Directors of E.ON Sweden (2005-2009) and Fjordkraft (2004-2006). And he was also
the Chairman of the Board of Directors of Statkrafet Treasury Centre Belgium (2008-2011) and BKK (2007-2010).

b. Stein Dale declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative proceedings
filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.


235
Luiz do Amaral de Frana Pereira - 014.707.017-15
a. Luiz do Amaral de Frana Pereira is graduated with a degree in Civil Engineering from Universidade Federal do Paran, attended the Executive Program at Stanford University and completed several courses in
Business Administration and Corporate Finance. Currently, he is independent member of the Board of Directors of Prumo Logsti ca S.A. new company name of LLX Logstica S.A.(since 2007), MMX Minerao e
Metlicos S.A. (since 2007) and CCX Carvo da Colmbia S.A. (since 2012), acting also as member of the Audit Committee of these Companies. In addition, he acted as member of the Fiscal Board of Desiderata
Institute and member of the Board of Directors of Brasil Florestas S.A. He worked as Finance and Investor Relations Vice-President at Caemi Minerao e Metalurgia S.A. and later on acted as member of the
Board of Directors at this company. He was Administrative-Financial Executive Officer and Executive Officer at Siderrgica Hime S.A. and also at other Companies part of the Group Bozano Simonsen. Mr. Frana
Pereira was Vice-President Executive Officer at Monteiro Aranha S.A. and member of the Board of Directors at Klabin Papel e Celulose S.A. and at other companies controlled by both. He also worked for nearly
20 years at Companhia Vale do Rio Doce, first acting at various technical and executive positions and later as Chief Financial and Investor Relations Officer, Vice Chief Executive Officer, Vice-Chairman at the
Board of Directors and as member of the Board of Directors of its subsidiaries and affiliates. Mr. Frana Pereira also acted as Companies Advisor and as teacher at the Engineering School at Federal Universities
(Paran e Esprito Santo) and at Instituto de Administrao e Gerncia located at PUC, Rio de Janeiro.
b. Luiz do Amaral de Frana Pereira declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of
administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or
commercial activities.
_______________________________________________________________________________________________________________________________________________________________________
Adriano Carvalhdo Castello Branco Gonalves 085.158.937-54
a. Adriano Castello Branco is graduated with a degree in law from Pontifcia Universidade Catlica do Rio de Janeiro (PUC-RJ), with a Masters Degree in Business Law from Brazilian Capital Markets Institute
(IBMEC) and attended the Mergers & Acquisition course at New York University (NYU). Currently, he is a manager of the Instituto Brasileiro de Direito Empresarial IBRADEMP. He has worked as a lawyer at
Veirano Advogados from 2001 to 2007 and as an international lawyer at Davis Polk & Wardwell (New York) in 2007 and 2008. He occupied the position of Executive Manager of Corporate Finance at EBX Holding
Ltda. from 2009 to 2013. He currently occupies the position of Mergers & Acquisitions Officer at EBX Holding Ltda.
b. Adriano Castello Branco declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Luiz Fernando Vendramini Fleury 036.577.328-02
a. Luiz Fernando Vendramini Fleury is graduated with a degree in Business Administration from Getlio Vargas Foundation (FGV), Post Graduated in Financial Management (CEAG - FGV) and has a Diploma in
Financial Management from New York University (NYU). He served as Executive Managing Director at Salomon Brother/Citibank (1998-1999) and as a President & CEO at Redecard S.A. (2000-20003), Banco Ibi
S.A. (2004-2009) and CETIP S.A. (2009 to May 2013). He was a member of the Board of Directors of Credicard S.A. (1992-1994), Redecard S.A. (2000-2003) and Banco Ibi (2004-2009).
b. Luiz Fernando Vendramini Fleury declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of
administrative proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or
commercial activities.


236

Ronnie Vaz Moreira 512.405.487-53
a. Ronnie Vaz Moreira has a degree in Economics from the Federal University of Rio de Janeiro (UFRJ), a masters degree in International Management by the American School of International Management -
Thunderbird. He worked as Project Finance Manager at Montreal Bank in Toronto (1981-1993), Senior Vice President of Banco ABN AMRO at the Project Finance Group of Latin America (1995-1999), CFO of
Petrobras (1999-2001), Executive Officer of the Deutsche Bank (2001-2002), CEO of Globopar (2002-2005), Executive Vice President of Light (2005-2010), CEO of CP+ (2011-2012) and he is currently the CEO of
Bowood Consultoria e Assessoria Ltda (since January 2013).
b. Ronnie Vaz Moreira declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to punishment or enforcement of penalties as a result of administrative
proceedings filed with the CVM, or to final judgment in the judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.


237
12.7 - Composition of the statutory committees and the audit, finance and compensation committees

Name Committee type Position held Profession Date elected Term of office
INDIVIDUAL TAXPAYER
CARD (CPF) NO.
Description of other
committees
description of other positions
held
Age Date of investiture
Other positions/ functions held at the issuer Professional background/Declaration of convictions
Fabio Hironaka Bicudo
820.110.876-00
Audit Committee Member of the Committee
(Permanent)
Administrator
41
03/26/2014
03/26/2014
1 year
Chief Executive Officer/Investors Relations Officer
Member of the Human Resources Committee
Member of the Financial, Investment and Control Committee
a. Fabio Hironaka Bicudo has a degree in Economics by Fundao Getlio Vargas FGV (So Paulo) and an MBA in Finance by Columbia
Business School, having studied also in HEC (cole des Hautes tudes Commerciales) in Paris. He has worked as co-head of the Investment
Bank and was a member of the Brazil Management Committee of Goldman Sachs in Brazil (2010 to 2013). He has over 16 years of experience
in investment banking, having worked at Goldman Sachs, as well as in Citigroup in New York and So Paulo (2000 to 2005).
b. Fabio Hironaka Bicudo declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to
punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or
administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Frank Possmeier
062.408.577-50
Audit Committee Member of the Committee
(Permanent)
Economist
42
03/26/2014
03/26/2014
1 year
Vice Chief Executive Officer
Member of the Human Resources Committee
Member of the Financial, Investment and Control Committee
a. Frank Possmeier has a degree and a PhD in economics and business administration. Frank was a member of the executive office of E.ON
International Energy (main activity: power generation) (November/2010), having previously occupied the positions of Senior Vice-President and
Global Officer of Mergers and Acquisitions of the E.ON Group (main activity: power generation) (3 years), being in charge of the acquisitions and
divestitures of the group.
b. Frank Paul Possmeier declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to
punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or
administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.
Keith Plowman
000.000.000-00
Audit Committee Member of the Committee
(Permanent)
1.1 Engineer
55
03/26/2014
03/26/2014
1 year
Member of the Board of Directors (Permanent)
Keith Plowman - Passport No. 801463073
a. Keith Plowman has an engineering degree from UWIST (1980), with an MBA by Aston University. He is currently the Chief of Operations of
E.ON International Energy (main activity: power generation) (since September/2011). He was previously an Officer at Steam Germany and Fleet
Management Steam (main activity: power generation) (2010-2011). He was a member of the Executive Office of E.ON Kraftwerke GmbH (main
activity: power generation) (2008-2009), Development & Construction Officer and Power Generation Officer at Eon UK Ltd (main activity: power
generation) (2004-2007
b. Keith Plowman declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to
punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or
administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.


238
Name Committee type Position held Profession Date elected Term of office
INDIVIDUAL TAXPAYER
CARD (CPF) NO.
Description of other
committees
description of other positions
held
Age Date of investiture
Other positions/ functions held at the issuer Professional background/Declaration of convictions
Luiz do Amaral de Frana
Pereira
014.707.017-15
Audit Committee Member of the Committee
(Permanent)
Civil Engineer
78
03/26/2014
03/26/2014
1 year
Membro do Board of Directors (Permanent)
Member of the Financial, Investment and Control Committee
a. Luiz do Amaral de Frana Pereira is a Civil Engineer graduated with a degree in Civil Engineering from Universidade Federal do Paran,
attended the Executive Program at Stanford University and completed several courses in Business Administration and Corporate Finance.
Currently, he is independent member of the Board of Directors of Prumo Logstica S.A. (since 2007), MMX Minerao e Metlicos S.A. (since
2007) and CCX Carvo da Colmbia S.A. (since 2012), acting also as member of the Audit Committee of these Companies. In addition, he
acted as member of the Fiscal Board of Instituto Desiderata and member of the Board of Directors of Brasil Florestas S.A. He worked as
Finance and Investor Relations Vice-President at Caemi Minerao e Metalurgia S.A. and later on acted as member of the Board of Directors at
this company. He was Administrative-Financial Executive Officer and Executive Officer at Siderrgica Hime S.A. and also at other Companies
part of the Group Bozano Simonsen. Mr. Frana Pereira was Vice-President Executive Officer at Monteiro Aranha S.A. and member of the
Board of Directors at Klabin Papel e Celulose S.A. and at other companies controlled by both. He also worked for nearly 20 years at Companhia
Vale do Rio Doce, first acting at various technical and executive positions and later as Chief Financial and Investor Relations Officer, Vice Chief
Executive Officer, Vice-Chairman at the Board of Directors and as member of the Board of Directors of its subsidiaries and affiliates. Mr. Frana
Pereira also acted as Companies Advisor and as teacher at the Engineering School at Federal Universities (Paran e Esprito Santo) and at
Instituto de Administrao e Gerncia located at PUC, Rio de Janeiro.
b. Luiz do Amaral de Frana Pereira declares for all purposes of the law that over the last 5 years he has not been subject to any criminal
conviction, or to punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the
judicial or administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial
activities.

Fabio Hironaka Bicudo
820.110.876-00
Chief Executive
Officer/Investors Relations
Officer
Audit Committee
Member of the Human
Resources Committee

Financial Committee Member of the Committee
(Permanent)


Administrator
41
03/26/2014
03/26/2014
1 year
1 year
Frank Possmeier
062.408.577-50
Vice Chief Executive Officer
Audit Committee
Member of the Human
Resources Committee
Financial Committee Member of the Committee
(Permanent)
Economist
42
03/26/2014
03/26/2014
1 year



239
Name Committee type Position held Profession Date elected Term of office
INDIVIDUAL TAXPAYER
CARD (CPF) NO.
Description of other
committees
description of other positions
held
Age Date of investiture
Other positions/ functions held at the issuer Professional background/Declaration of convictions
Stein Dale
000.000.000-00
Member of the Board of
Directors (Permanent)
Financial Committee Member of the Committee
(Permanent)
Administrator
49
03/26/2014
03/26/2014
1 year

Luiz do Amaral de Frana
Pereira
014.707.017-15
Member of the Board of
Directors (Permanent)
Member of the Audit Committee
Financial Committee Member of the Committee
(Permanent)
Civil Engineer
78
03/26/2014
03/26/2014
1 year
Fabio Hironaka Bicudo
820.110.876-00
Chief Executive
Officer/Investors Relations
Officer
Audit Committee
Member of the Financial,
Investment and Control
Committee
Other Committees
Human Resources
Committee
Member of the Committee
(Permanent)
Administrator
41
03/26/2014
03/26/2014
1 year

Frank Possmeier
062.408.577-50
Diretor Vice-Presidente
Member of the Audit Committee
Member of the Financial,
Investment and Control
Committee
Other Committees
Human Resources
Committee
Member of the Committee
(Permanent)
Economist
42
03/26/2014
03/26/2014
1 year

Jrgen Kildahl
000.000.000-00
Chairman of the Board of
Directors
Other Committees
Human Resources
Committee
Member of the Committee
(Permanent)
Economist
50
03/26/2014
03/26/2014
1 year

Adriano Carvalhdo Castello
Branco Gonalves
085.158.937-54
Other Committees
Human Resources
Committee
Member of the Committee
(Permanent)
Lawyer
38
03/26/2014
03/26/2014
1 year
Member of the Board of
Directors (Permanent)
a. Adriano Castello Branco is graduated with a degree in law from Pontifcia Universidade Catlica do Rio de Janeiro (PUC-RJ), with a Masters
Degree in Business Law from Brazilian Capital Markets Institute (IBMEC) and attended the Mergers & Acquisition course at New York University
(NYU). Currently, he is a manager of the Instituto Brasileiro de Direito Empresarial IBRADEMP. He has worked as a lawyer at Veirano


240
Name Committee type Position held Profession Date elected Term of office
INDIVIDUAL TAXPAYER
CARD (CPF) NO.
Description of other
committees
description of other positions
held
Age Date of investiture
Other positions/ functions held at the issuer Professional background/Declaration of convictions
Advogados from 2001 to 2007 and as an international lawyer at Davis Polk & Wardwell (New York) in 2007 and 2008. He occupied the position
of Executive Manager of Corporate Finance at EBX Holding Ltda. from 2009 to 2013. He currently occupies the position of Mergers &
Acquisitions Officer at EBX Holding Ltda.
b. Adriano Castello Branco declares for all purposes of the law that over the last 5 years he has not been subject to any criminal conviction, or to
punishment or enforcement of penalties as a result of administrative proceedings filed with the CVM, or to final judgment in the judicial or
administrative spheres, that might have resulted in his suspension or disqualification from engaging in any professional or commercial activities.




241
12.9 - Existing marital relationship, common-law marriage, or family relationship up to 2
nd
degree relating to managers of the
issuer, subsidiaries and controlling shareholders
Name Individual Taxpayer
Card (CPF):
Business name of the issuer, subsidiary
or parent company
Corporate Taxpayer
Code (CNPJ)
Type of relationship with the manager of the
issuer or subsidiary
Title
Manager of the issuer or subsidiary
Eike Fuhrken Batista
Controlling Shareholder
664.976.807-30 ENEVA S.A. 04.423.567/0001-21 Father or Mother (1st degree by consanguinity)
Pessoa relacionada
Eliezer Batista da Silva
Member of the Board of Directors
607.460.507-63 ENEVA S.A. 04.423.567/0001-21
Notes





242
12.10 - Relationships of subordination, rendering of services or control between managers and subsidiaries, controlling
shareholders and other
Identification CPF/CNPJ Type of Managers relationship with the Related
party
Type of Related party
Position/Title
Fiscal Year 12/31/2013

Manager of the Issuer
Eike Fuhrken Batista
Controlling Shareholder of the Company

664.976.807-30


Control


Supplier

Related Party
MMX Minerao e Metlicos S.A.
Chairman of the Board of Directors and Controlling Shareholder of the
Company

02.762.115/0001-49





Note
Mr. Eike Batista, the companys controlling shareholder, together with Mr. Eliezer Batista da Silva, members of the Board of Directors of ENEVA, is also members of the Board of Directors
of MMX Minerao e Metlicos S.A. (MMX) while Mr. Eike Batista is Chairman of the Board and direct and indirect controlling shareholder of MMX, a company with which Parnaba I
Gerao de Energia S.A. (new name of Parnaba I Gerao de Energia S.A.), a subsidiary of ENEVA, signed an energy sales contract on 09/13/2011, as published in agreements with
related parties of both parent companies.
Manager of the Issuer
Eike Fuhrken Batista
Controlling Shareholder of the Company

664.976.807-30

Control


Supplier

Related Party
Parnaba Gs Natural S.A.

11.230.122/0001-90



243
Indirect Controlling Shareholder of the Company
Note
Mr. Eike Batista is one of the Controlling Shareholders of ENEVA and Chairman of the Board of Directors and Controlling Shareholder of leo e Gs Participaes S.A., which is the
Controlling Shareholder of OGX Petrleo e Gs S.A., shareholder of Parnaba Gs Natural S.A. (new name of OGX Marnanho Petrleo e Gs S.A.)
Fiscal Year 12/31/2012

Manager of the Issuer
Eike Fuhrken Batista
Controlling Shareholder of the Company

664.976.807-30


Control


Supplier

Related Party
MMX Minerao e Metlicos S.A.
Chairman of the Board of Directors and Controlling Shareholder of the
Company

02.762.115/0001-49







Note
Mr. Eike Batista, the companys controlling shareholder, together with Mr. Eliezer Batista da Silva, members of the Board of Directors of ENEVA, is also members of the Board of Directors of MMX Minerao e
Metlicos S.A. (MMX) while Mr. Eike Batista is Chairman of the Board and direct and indirect controlling shareholder of MMX, a company with which Parnaba I Gerao de Energia S.A., a subsidiary of
ENEVA, signed an energy sales contract on 09/13/2011, as published in agreements with related parties of both parent companies.
Manager of the Issuer
Eike Fuhrken Batista
Controlling Shareholder of the Company

664.976.807-30

Control


Supplier

Related Party
Parnaba Gs Natural S.A.

11.230.122/0001-90

Indirect Controlling Shareholder of the Company
Note
Mr. Eike Batista is one of the controlling shareholders of ENEVA and Chairman of the Board of Directors and controlling shareholder of leo e Gs Participaes S.A., the controlling
company of OGX Petrleo e Gs S.A., shareholder of affiliate Parnaba Gs Natural S.A


244
Fiscal Year 12/31/2011

Manager of the Issuer
Eike Fuhrken Batista
Chairman of the Board of Directors and Controlling Shareholder of the
Company

664.976.807-30


Control


Supplier

Related Party
Prumo Logstica S.A.
Chairman of the Board of Directors and Controlling Shareholder of the
Company

08.741.499/0001-08






Note
Mr. Eike Batista, Chairman of the Board of Directors and Controlling Shareholder of the Company, together with Messrs. Eliezer Batista da Silva, Paulo Monteiro Barbosa Filho, Flavio
Godinho, Luiz do Amaral de Frana Pereira and Samir Zraick, all members of the Board of Directors of ENEVA S.A., are also members of the Board of Directors of Prumo Logstica S.A.,
new corporate name of LLX Logstica S.A. (Prumo), and Mr. Eike Batista is also the Chairman of the Board and direct and indirect controlling shareholder of Prumo, the controlling
company of LLX Au Operaes Porturias S.A. (LLX Au), a company with which UTE Porto do Au S.A. (UTE), a controlled company of ENEVA, signed a real property lease
agreement belonging to LLX Au, for the installation of the thermoelectric power plant on 02/13/2008, as published in the contracts with related parties of both parent Companies.
Manager of the Issuer
Eike Fuhrken Batista
Chairman of the Board of Directors and Controlling Shareholder of the
Company

664.976.807-30


Control


Supplier

Related Party
MMX Minerao e Metlicos S.A.
Chairman of the Board of Directors and Controlling Shareholder of the
Company

02.762.115/0001-49







Note
Mr. Eike Batista, Chairman of the Board of Directors and Controlling Shareholder of the Company, together with Messrs. Eliezer Batista da Silva, Luiz do Amaral de Frana Pereira and
Samir Zraick, all members of the Board of Directors of ENEVA S.A., are also members of the Board of Directors of MMX Minerao e Metlicos S.A. (MMX) and Mr. Eike Batista is also the
Chairman of the Board and direct and indirect controlling shareholder of MMX, a company with which Parnaba I Gerao de Energia S.A. (new corporate name of Parnaba I Gerao de
Energia S.A.), a subsidiary of ENEVA, signed a power purchase agreement on 09/13/2011, c as published in the contracts with related parties of both parent Companies.



245




246
12.11 - Agreements, including insurance policies, for payment or
reimbursement of expenses incurred by management
The company has civil liability insurance policies for its management (members of the Board of
Directors, the Executive Board and committees) and members of the Fiscal Council, if installed,
issued by renowned insurance companies, which aim to ensure the payment of financial losses
arising from claims made against the insured in accordance with the conditions laid down set out
in the contract, by virtue of harmful acts for which they are held accountable, provided that they
have acted within their capacity as a manager. The premium on this policy is R$1.2 million and the
maximum guarantee limit R$300 million, which is considered by management as sufficient to cover
any claims, considering the nature of the companys activity.



247
12.12 - Other relevant information
General Meetings
Regarding the Companys General Meetings held over the last three years, we present below (i)
the dates the meetings were held; (ii) any cases of second call; and (iii) quorum:
Event Date Quorum
Ordinary General Meeting
04/26/2011 74.02%
Extraordinary General Meeting
06/22/2011
74.99%
Extraordinary General Meeting
08/30/2011
77.18%
Extraordinary General Meeting
01/26/2012
74.88%
Ordinary General Meeting
04/30/2012
76.86%
Extraordinary General Meeting
05/24/2012
69.76%
Extraordinary General Meeting
08/15/2012
71.99%
Extraordinary General Meeting
10/26/2012
57.75%
Ordinary General Meeting
04/29/2013
70.96%
Extraordinary General Meeting
06/12/2013 71.10%
Extraordinary General Meeting
08/12/2013 66.74%
Extraordinary General Meeting
09/11/2013 70.58%
Extraordinary General Meeting
11/11/2013 67.16%
Extraordinary General Meeting
12/12/2013 65.83%
Extraordinary General Meeting
01/10/2014 65.98%
Ordinary General Meeting
04/28/2014 64.28%
Our Corporate Governance Practices and the Brazilian Corporate Governance
Institute (Instituto Brasileiro de Governana Corporativa - IBGC)
IBGC defines corporate governance as the system by which companies are managed and
monitored, involving relationships between their shareholders, board of directors, management,
auditors and fiscal council. This practice is based on the following basic principles: (i)
transparency; (ii) fairness; (iii) accountability; and (iv) corporate responsibility.
The principle of transparency requires management to cultivate the desire to disclose not only
financial performance but also all other factors (even intangible ones) that guide business
activities. Fairness means fair and equal treatment of all minority groups, employees, customers,
suppliers or creditors. Accountability refers to corporate governance agents being accountable to
those who elected them, with full responsibility for all acts practiced. Finally, corporate
responsibility is a broader view of business strategy that incorporates social and environmental
considerations in the definition of business and operations.
From IBGCs recommended Corporate Governance Best Practices Code, we have adopted the
following:
share capital is divided into ordinary shares only, so all shareholders have voting rights;


248
maintenance and dissemination of records containing the number of shares of each
member, identifying them by name;
offers for shares resulting in the transfer of corporate control must be applicable to all
members and not just those of the controlling block. All shareholders must be able to sell
their shares on the same conditions. Share prices in any transfer of control must be
transparent. Tag-along rights apply in the event of the entire controlling block being sold, in
which case a public offering must be made to all shareholders on the same conditions;
independent auditors must be engaged to analyze their balance sheets and financial
statements;
statutory provision for a Fiscal Council (conselho fiscal);
bylaws to clearly state (a) the means of convening General Meetings, and (b) the means
of elect or remove members of the board of directors and the executive board, and the
term of office;
transparent disclosure in managements annual reports;
free access to company information and facilities for members of the board of directors;
any conflicts that may arise between the company, its shareholders, managers and
members of the fiscal council to be settled by arbitration;
the shareholders general meeting empowered to discuss and decide on: (a) increasing or
decreasing share capital and other amendments to bylaws; (b) election or removal of
members of the board directors or fiscal council at any time; (c) be given management
accounts and vote financial statements annually; and (d) any conversion, merger, split,
dissolution or liquidation; and
choice of general meeting location in order to facilitate attendance of all members or their
representatives.
Novo Mercado
In 2000, BM&FBOVESPA introduced three trading segments with different levels of corporate
governance practices, known as Level 1, Level 2 and Novo Mercado, with the aim of encouraging
companies to follow best practices for corporate governance and adopt levels of disclosure higher
than those legally required. These listing segments are meant for trading shares issued by
companies voluntarily committing to corporate governance practices and disclosure requirements
to higher standards than those legally required in Brazil. In general, these rules add to
shareholders rights and enhance the quality of information provided for them. The Novo Mercado
is the most rigorous of the three segments and requires the highest level of corporate governance
practices.
Companies listed in the Novo Mercado segment voluntarily submit to certain rules that are stricter
than those required under Brazilian legislation, such as (i) issuing only common shares; (ii)
maintaining at least 25% of company shares outstanding; (iii) quarterly reporting with more detail
and information; and (iv) providing annual financial statements in English, consolidated or
individual, or, if not preparing consolidated financial statements, together with managements
report or comments on performance and an independent auditor opinion or special report,
pursuant to Brazilian legislation. To adhere to the Novo Mercado segment, a company must sign
an agreement with its controlling shareholders and BM&FBOVESPA, and amend its bylaws to


249
comply with Novo Mercado rules. Its management must sign a declaration of acceptance
assuming responsibility for submitting to, and acting in accordance with, the Novo Mercado
participation agreement, listing rules, and regulations covering sanctions and arbitration.
On signing these agreements, companies must adopt Novo Mercado standards and practices.
Novo Mercado rules aim to provide transparency for the market in relation to a companys
activities and economic situation, assuring greater powers for minority shareholders to participate
in management, among other rights. The principal Novo Mercado rules that we shall be bound by
are briefly described below.
The Companys common shares are admitted to trading on BM&FBOVESPAs Novo Mercado
segment.
Authorization to trade on Novo Mercado
Firstly, a company wishing to list its securities on Novo Mercado must obtain publicly listed
registration with the CVM, and update the latter. Among other conditions, the company must sign a
Novo Mercado participation agreement and adapt its bylaws to comply with minimum conditions
required by BM&FBOVESPA. Its capital structure must be exclusively divided into common shares
and shares representing at least 25% of share capital must be maintained in circulation.
Companies listed on the Novo Mercado segment are not allowed to issue participation certificates
(or keep them in circulation).
The board of directors of authorized companies that have their shares traded on the Novo
Mercado must consist of at least five members elected by a general meeting, all of whom are
elected together for a maximum of two years, with reelection being permitted. At least 20% of the
members of the board of directors must be independent directors.
All new members of the board of directors and executive board must sign a statement of
acceptance as a condition for taking office. Through the statement of acceptance, new managers
are personally responsible for acting in accordance with the Novo Mercado participation
agreement, listing rules, and regulations covering sanctions and arbitration.
Other Novo Mercado characteristics
Among other requirements for Novo Mercado listed companies, we would highlight the following:
(i) the obligation to make public offerings of shares under certain circumstances, such as canceling
registration for trading on the Novo Mercado; (ii) any public distribution of shares must favor
dispersed share ownership; (iii) in the event of selling or transferring control of the company, the
same conditions obtained by the controlling block must be extended to all shareholders; (iv) full
disclosure of related party transactions; and (v) the Company, its shareholders, directors and
members of the fiscal council must be bound by BM&FBOVESPA Arbitration Rules for settling any
disputes that may arise between them, related to or arising from the application, validity, efficacy,
interpretation, violation and its effects, of the Law of Corporations, the companys bylaws, rules
issued by the CNM, Central Bank and CVM, and other rules applicable to the securities market in
general, in addition to those stated in Novo Mercado rules governing listing, arbitration and
sanctions, and the Novo Mercado participation agreement.
Additionally, pursuant to CMN Resolution 3456/2007, which established new rules for closed
private pension entities investing their funds, shares issued by companies that adopt differentiated
corporate governance practices, such as those whose securities are admitted to trading in the
Novo Mercado special segment, or whose listing classification is Level 1 or Level 2 in accordance
with rules and regulations issued by BM&FBOVESPA, may be held in larger proportions of the


250
investment portfolios of such pension funds. Since said Resolution was enacted, shares of
companies adopting corporate governance practices have become an important and attractive
investment for closed private pension entities, which are major investors in the Brazilian capital
market. This fact may drive the development of the Novo Mercado and benefit companies whose
securities are traded there.
The Companys shareholders enjoy all rights and guarantees provided by Novo Mercado rules, as
reflected in the Companys bylaws.
Recent Amendments to the Novo Mercado Listing Regulations
In May, 2011 the new Novo Mercado regulations went into force. Among the amendments
approved, the ones that stand out the most are those related to the board of directors and the
limitations contained in the bylaws to the exercise of voting rights by the shareholders.
In relation to the exercise of the voting rights by the shareholders, the main amendments are (i)
the prohibition to the establishment of limitations to voting at a percentage lower than 5% of the
share capital, that is, the company cannot set forth in its bylaws provisions that limit the number of
votes from shareholders at percentages lower than 5% of the share capital, except in cases of
privatization or limits set forth in law or regulations applicable to the activity carried out by the
company; (ii) except for the cases required in law or in the applicable regulations, the companies
may not set forth in their bylaws provisions that establish a qualified quorum for the resolution on
matters that must be submitted to the general shareholders meetings; and (iii) except for the
cases set forth in law or in the applicable regulations, the companies may not set forth in its bylaws
provisions that prevent the exercise of favorable votes or which impose burdens to the
shareholders who vote in favor of the suppression or amendment of clauses of the bylaws.
With regard to the board of directors, the main amendments approved are (i) prohibition of the
accumulation of positions of chairman of the board of directors and chief executive officer or main
executive officer, and (ii) the mandatory statement by the board of directors regarding the terms
and conditions of any public offer for the acquisition of shares, the object of which is the shares
issued by the company, considering the shareholders joint interest.
We must also note other material amendments, such as the determination that the companies
must disclose the practices adopted regarding the trading of securities issued thereby, by the
company itself, its controlling shareholder and administrators, and also the duty to draft a code of
conduct that sets forth the values and principles that guide its activities.




251
13.1 - Description of compensation policy or practice, including non-statutory
board members
(a) Objectives of compensation policy or practice
Our compensation strategy is in line with the markets best practices and designed to ensure our
competitiveness in relation to our key rivals and major companies operating in Brazil. The main
objective is to reward professionals for their performance ensuring the company evolves as per the
strategic planning we have defined and in alignment with short-, medium- and long-term
shareholder returns. We thus encourage improved management and attract, motivate and retain
highly qualified executives, aligning their interests with those of shareholders.
(b) compensation - breakdown
(i) description of components of compensation and their objectives

The compensation policy of the Management and of the non-statutory Executive Office of the
Company insists of (i) a fixed component, the maximum amount being set annually by the
Ordinary General Meeting (administrators) and by the Board of Directors (non-statutory office),
which may, depending on the case, include direct or indirect benefits; (ii) a variable component;
and (iii) a share based component - stock options - to purchase or subscribe our shares (Stock
Options). Each body will have compensation broken down as described in the items below.
All these components of compensation are intended to enhance teams performance, attract highly
qualified professionals for our management, and retain them.
Board of directors

Fixed compensation
As of May 2012, as decided by the 2012 annual general meeting, members of the board of
directors have been entitled to fixed monthly compensation (fees) with the purpose of recognizing
and reflecting the value of the position internally and externally, as well as the individual
performance, experience, background and seniority of the directors.
Variable compensation
Short term
Until April 2012, the short-term remuneration of the Board of Directors was paid upon attendance
of board meetings. From the 2013 fiscal year onwards, it was defined that the Board of Directors
would be eligible only to the Fixed Compensation and the Long-Term Variable Compensation
compensation based on shares issued by the Company.

Long term - Compensation based on company shares
Share-based compensation through options to buy or subscribe company shares, which may be
granted in two ways:
By the Shareholders Plan, i.e. options granted by the co-controlling shareholder, Eike Fuhrken
Batista, with shares held by him, therefore not involving any issue of new shares and consequently
not causing dilution of other shareholders equity. These options are granted in favor of certain
members of the executive board and Board of Directors of the Company. With the change of


252
control of the Company during the 2013 fiscal year, new grants of Shareholders Plan Options
were suspended and the current beneficiaries are awaiting the periods of completion of the
agreements still in force.

Through annual stock option plans (Company Plans), under the Program Granting Options to
Buy or Subscribe Companys Common Shares, the latest amendment and consolidation of which
was voted at the general meeting held on January 26, 2012 (Program).

Both the Company Program and the Shareholders Plan incentivize directors and key employees
and staff to conduct our business successfully, encourage entrepreneurial and results-oriented
culture, and align the Companys managements interests with those of the Companys
shareholders.
For more information, see item 13.4 of the Reference Form.
Statutory and non-statutory board
Fixed compensation

Managements fixed monthly compensation is determined in accordance with the responsibilities
of each position and in line with best market practices. When appropriate, this compensation may
be supplemented by direct or indirect benefits as follows: medical assistance, dental assistance,
life insurance, supplementary life insurance, meal voucher and food voucher. Fixed compensation
is intended to compensate directors/officers for their work in accordance with their activity and
seniority.
Variable compensation
Short term
The statutory and non-statutorys management short-term variable compensation consists of an
annual amount based on the extent to which company targets are reached. Its aim is to provide
compensation for results reached by management in accordance with their performance and
returns earned for our company.
Long term - Compensation based on company shares
Share-based compensation is established through the granting of Options that may be granted in
two ways: Shareholders Plan and Company Plan, within the scope of the Companys Option
Program, both already described above.

Both the Company Program and the Shareholders Plan incentivize directors and key employees
and staff to conduct our business successfully, encourage entrepreneurial and results-oriented
culture, and align the Companys managements interests with those of the Companys
shareholders.

For more information, see item 13.4 of the Reference Form.

Fiscal Council
Fixed compensation
Our fiscal council is not permanent, therefore fiscal council members, when installed, will receive


253
fixed monthly payments (fees) equivalent to 10% of the average assigned to management
pursuant to Law 6404/76.
Audit Committee
Fixed compensation
Audit Committee member compensation consists of a fixed monthly amount (fee) that reflects
responsibilities assumed, time devoted to company business and the professional competence of
its members. It is intended to compensate the results achieved according to their performance and
the return for the Company.

(ii) what each components proportion of total compensation is
Each components proportion of total compensation in the Fiscal Year of 2013 was as follows:


Board of Directors Statutory Board Audit Committee Fiscal Council
Fixed compensation
Salary or withdrawal 81.5% 7.4% 100% 0%
Benefits 0.0% 0.3% 0% 0%
Others 7.9% 1.7% 0% 0%
Variable compensation 0.0% 0.9% 0% 0%
Share-based compensation

Controlling Shareholder Plan 5.1% 89.7% 0% 0%
Company Program 5.5% 0.0% 0% 0%
Total 100.0% 100.0% 100% 0%

(iii) methodology used for calculation and adjustment of each component of
compensation
Management compensation is benchmarked against market practices, taking into account
the practices used by peer companies with similar size and characteristics, as well as
internal references, which are analyzed on a regular basis. In the case of the Statutory
Board, it is also based on merit and international competitiveness. There is no forecast for
adjustment of fees due to inflation rates or adjustment defined in collective bargaining.

There is no specific methodology for adjustment each of the components of compensation.

(iv) reasons for composition of compensation
The composition of compensation aims to reflect the responsibility involved in each
position, while maintaining competitiveness in the market. The Company seeks to
encourage improved management, and to attract and retain managers while aligning their
interests with those of shareholders by sharing risks in long-term incentives. For the
Statutory Board, the use of varied components of compensation and compensation and
the establishment of the largest portion of the compensation through stock options
(granting of Options through the Shareholders Plan). On the other hand, for the members
of the Board of Directors, the use of varied compensation components is made and the


254
establishment of the largest portion of the compensation occurs by means of fixed
compensation, as demonstrated in the table above.

(c) Key performance indicators taken into account to determine each component of
compensation
To determine fixed and variable compensation for executive board members, we use market
surveys as benchmarks, as well as merit and the extent to which company targets are met.
Compensation of members of the board of directors and committees is also based on market
parameters. Performance is not monitored by indicators. In relation to share -based compensation
(stock options), management compensation reflects the performance and evolution of the value of
our companys shares.
(d) How compensation is structured to reflect the evolution of performance indicators
Compensation is determined from market surveys to define amounts and takes into account
responsibilities, time spent on duties, competence and professional reputation.
Share-based compensation for our companys management is directly linked to share price, which
in turn reflects our companys performance.
(e) How compensation policy or practice aligns with issuers short-, medium- and long-
term interests
Fixed and variable compensation together with share-based compensation aims to encourage
better management, and to attract and retain managers, seeking gains through commitment to
short and medium-term results.
In addition, stock options plan gives beneficiaries an opportunity to become company
shareholders and encourage them to work to optimizing all aspects that may add to the companys
value on a long-term sustainable basis.
(f) Existence of compensation supported by directly or indirectly controlled
subsidiaries
The stock options plan granted by the co-controlling shareholder Eike Furken Batista in favor of
certain members of management (Shareholders Plan), as mentioned above, grants stock
options issued by ENEVA. With the change of Companys control during the 2013 fiscal year, new
grants of the Shareholders Plan Options were suspended and the current beneficiaries are
awaiting the periods of completion of the agreements still in force, as referred to above.

For more information, see item 13.4 of the Reference Form.
(g) Existence of any compensation or benefit related to the occurrence of certain
corporate events, such as transfer of control of the issuer
Not applicable, since there is no component of management compensation related to corporate
events.





255
13.2 - Total compensation of the board of directors, statutory board and fiscal
council
Total compensation for the current fiscal year (2014) - Annual Amounts
Board of directors Statutory board Fiscal Council Total
No. of
members
2.0 2.1 0.0 4.08
Fixed annual
compensation

Salary or
withdrawal
480,000.00 3,337,093.02 0.00 3,817,093.02
Direct and
indirect benefits
0.00 95,014.64 0.00 95,014.64
Attending
committees
0.00 0.00 0.00 0.00
Other 0.00 673,575.61 0.00 673,575.61
Description of
other fixed
compensation
items
No payment of INSS (social
security)
Contributions to INSS/FGTS 0.00 0.00
Variable
compensation

Bonus 0.00 0.00 0.00 0.00
Profit sharing 0.00 3,774,995.37 0.00 3,774,995.37
Attendance to
meetings
0.00 0.00 0.00 0.00
Commission 0.00 0.00 0.00 0.00
Other 0.00 0.00 0.00 0.00
Description of
other variable
compensation
items
0.00 0.00 0.00 0.00
Post-
employment
0.00 0.00 0.00 0.00
Leaving
position
0.00 0.00 0.00 0.00
Based on
shares
0.00 0.00 0.00 0.00
Note
Annual information set for the
fiscal year of 2014. The number of
members was ascertained as
specified by Official Circular
Letter/CVM/SEP/N01/2014.


Annual information set for the
fiscal year of 2014. The number of
members was ascertained as
specified by Official Circular
Letter/CVM/SEP/N01/2014.
There is no forecast up until
now for the instatement of a
Fiscal Council for the 2014
fiscal year.
The number of
members was
ascertained as
specified by Official
Circular
Letter/CVM/SEP/N01/
2014.
Total
compensation
480.000,00 7.880.678,64 0.00 8,360,678.65





256
Total compensation in the fiscal year ended 12/31/2013 - Annual Amounts
Board of directors Statutory board Fiscal Council Total
No. of members 9.3 3.3 0.0 12.51
Fixed annual
compensation

Salary or
withdrawal
497,820.37 3,295,934.69 0.00 3,793,755.06
Direct and
indirect benefits
0.00 139,205.04 0.00 139,205.04
Attending
committees
47,999.98 0.00 0.00 47,999.98
Other 0,00 732,798.40 0.00 732,798.40
Description of
other fixed
compensation
items
No payment of INSS (social
security)
Contributions to INSS/FGTS 0.00 0,00
Variable
compensation

Bonus 0.00 0.00 0.00 0.00
Profit sharing 0.00 397,290.00 0.00 397,290.00
Attending
meetings
0.00 0.0 0.00 0.00
Commission 0.00 0.00 0.00 0.00
Other 0.00 0.00 0.00 0.00
Description of
other variable
compensation
items
0.00 0.00 0.00 0.00
Post-
employment
0.00 0.00 0.00 0.00
Leaving
position
0.00 0.00 0.00 0.00
Based on
shares
65,116.19 39,824,567.73

-
39,889,683.92
Note
Taking the total number of options
exercised in 2012, under both the
Shareholders Plan and the
Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
Taking the total number of options
exercised in 2012, under both the
Shareholders Plan and the
Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
The Fiscal Council was not
instated for the fiscal year of
2013.
The number of
members was
ascertained as
specified by Official
Circular
Letter/CVM/SEP/N01/
2014.
Total
compensation
610.936,54 44.389.795,86 0.00 45.000.732,40






257
Total compensation in the fiscal year ended 12/31/2012 - Annual Amounts

Board of directors Statutory board Fiscal Council
Total
No. of
members
11.50 5.00 3.00 19.50
Fixed annual
compensatio
n

Salary or
withdrawal
355,000.00 4,180,276.66 89,402.00 4,624,678.66
Direct and
indirect
benefits
0.00
177,096.06
0.00
177,096.06
Attending
committees
165,000.00
0.00 0.00
165,000.00
Other
0.00
834,473.39
0.00
834,473.39
Description of
other fixed
compensation
items
No payment of INSS (social
security)
Social security contributions
(INSS)
No payment of INSS
(social security)
-
Variable
compensatio
n

Bonus
0.00 0.00 0.00 0.00
Profit sharing
0.00 0.00 0.00 0.00
Attending
meetings
195,000.00 - - 195,000.00
Commission
0.00 0.00 0.00 0.00
Other
0.00 0.00 0.00 0.00
Description of
other variable
compensation
items
No payment of INSS (social
security)
- - -
Post-
employment
0.00 0,00 0,00 0,00
Leaving
position
0.00 0,00 0,00 0,00
Based on
shares
6,216,161.54 18,672,647.84 - 24,888,809.37
Note
Taking the total number of
options exercised in 2012,
under both the
Shareholders Plan and the
Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/
N01/2014.
Taking the total number of
options exercised in 2012, under
both the Shareholders Plan and
the Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
The number of
members was
ascertained as
specified by Official
Circular
Letter/CVM/SEP
/N01/2014.
Total
compensation
6,931,161.54 23,864,493.95 89,402.00 30,885,057.48



258
Total compensation in the fiscal year ended 12/31/2011 - Annual Amounts

Board of directors Statutory board Fiscal Council
Total
No. of
members
8.92 5.00 3.00 16.92
Fixed annual
compensation

Salary or
withdrawal
0.00 3,807,761.82 69,748.00 3,877,509.82
Direct and
indirect
benefits
0.00
173,292.35
0.00
173,292.35
Attending
committees
120,000.00 0.00 0.00 120,000.00
Other
0.00 761,552.43 0.00 761,552.43
Description of
other fixed
compensation
items
No payment of INSS (social
security)
Social security contributions
(INSS)
No payment of INSS
(social security)

Variable
compensation

Bonus
0.00 0.00 0.00 0.00
Profit sharing
0.00 0.00 0.00 0,00.
Attending
meetings
395,000.00 0.00 0.00 395,000.00
Commission
0.00 0.00 0.00 0.00
Other
0.00 0.00
0.00
0.00
Description of
other variable
compensation
items
N/A

Post-
employment
0.00 0.00 0.00 0.00
Leaving
position
0.00 0.00 0.00 0.00
Based on
shares
9,378,841.05
27,500,757.20
0.00
36,879,598.25
Note
Taking the total number of
options exercised in 2011,
under both the
Shareholders Plan and the
Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/
N01/2014.
Taking the total number of
options exercised in 2011,
under both the Shareholders
Plan and the Companys Plan.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
The number of members was
ascertained as specified by
Official Circular
Letter/CVM/SEP/N01/2014.
The number of
members was
ascertained as
specified by Official
Circular
Letter/CVM/SEP/
N01/2014.
Total
compensation
9,893,841.05 32,243,363.80 69,748.00 42,206,952.85



259
13.3 - Variable compensation of the board of directors, statutory board, and
fiscal council

Payment of varied compensation is set forth only for the Statutory Board for the current fiscal year
(2014), as shown in the table below.

Variable compensation set forth for the current Fiscal Year (2014)

Board of
Directors
Statutory
Board
Fiscal
Council
Total
No. of members - 02 - 02
Bonus
Minimum amount set forth for the compensation plan - - - -
Maximum amount set forth in the compensation plan - - - -
Amount set forth in the compensation plan, if the goals are
reached
- - - -
Profit sharing
Minimum amount set forth for the compensation plan - 2,642,496.76 - 2,642,496.76
Maximum amount set forth in the compensation plan - 4,907,493.98 - 4,907,493.98
Amount set forth in the compensation plan, if the goals are
reached
- 3,774,995.37 - 3,774,995.37

Variable compensation fiscal year ended 12/31/2013 Annual amounts
Board of Directors
Statutory
Board
Fiscal
Council
Total
No. of members - 1 - 1
Bonus
Minimum amount set forth for the compensation plan - - - -
Maximum amount set forth in the compensation plan - - - -
Amount set forth in the compensation plan, if the goals are
reached
- - - -
Amount actually accounted for in the results of the fiscal year - - - -
Profit sharing
Minimum amount set forth for the compensation plan -
R$
287,000.00
-
R$
287,000.00
Maximum amount set forth in the compensation plan -
R$
533,000.00
-
R$
533,000.00
Amount set forth in the compensation plan, if the goals are
reached
-
R$
410,000.00
-
R$
410,000.00
Amount actually accounted for in the results of the fiscal year -
R$
397,290.00
-
R$
397,290.00

There was no variable compensation related to bonuses or participation in results in the fiscal
years of 2012 and 2011 for the Board of Directors, Statutory Board and Fiscal Council of the
Company.





260
13.4 - Share-based compensation for the board of directors and statutory
officers
(a) General terms and conditions
Stock options granted by the co-controlling shareholder Eike Fuhrken
Batista (Shareholders Plan)
Co-controlling shareholder Eike Fuhrken Batista granted options to certain
members of the Companys management stock options held thereby, issued by
ENEVA. The stock options granted to these professionals may be exercised in the
proportion of 10% or 20% on each anniversary of their grant dates for periods of
up to 10 years, as stated in the corresponding individual grant contracts. Shares
acquired by exercising these options are subject to certain restrictions, including a
ban on sale of such shares within 36 months of signing the respective contracts.
Also note that these options refer to acquisition of shares held by the controlling
shareholder, so if they are exercised they will not require new shares to be issued
and therefore will not result in dilution of the equity of other company
shareholders. With the change of the Companys control in the 2013 fiscal year,
new grants of Options in the Shareholders Plan were suspended and the current
beneficiaries are awaiting the periods of completion of the agreements still in
force, as previously mentioned.

Company Program to subscribe or purchase ENEVA shares (Company
Program):
The Extraordinary General Meeting held on November 26, 2007 approved a stock
option program consisting of grant of options to purchase or subscribe ENEVA
common shares for members of the board of directors, senior managers and other
Company employees, as well as those of other companies belonging to the
ENEVA Group. This program was altered and consolidated at general meetings
held on September 28, 2010, April 26, 2011 and January 26, 2012.
The latest consolidation of this program determines general guidelines to be
considered by our companys management for options to purchase or subscribe
our companys common shares granted to members of the Board of Directors,
executive board and employees, as well as those of other companies belonging to
the Group ENEVA . These guidelines state that:
(iv) the total number of shares allocated to the program may not exceed 2% of
the total number of shares issued by our company, not including authorized
capital;
(v) share value will be determined based on the market value of our shares
calculated as the simple average of their price over the 20 most recent trading
sessions, counted as of the date - inclusive- of the participants appointment, in all
cases taking the daily average price at close of trading (Share Value ).
(vi) the price for subscribing or buying shares will be calculated based on the
percentage of share value stated in the Option Agreement and will never be less
than 40% or more than 100% of said value (Subscription Price ); and
(vii) the responsibility for administering the program was delegated to the board
of directors
Therefore, the board of directors shall:
(viii) decide issues of shares under the program (art. 168, 1, b of the Law of


261
Corporations);
(ix) within the parameters of the program, define periodic plans (referred to in
this Reference Form as Company Plans);
(x) proceed to make any alterations in relation to Company Plans currently in
place;
(xi) take any other steps required to manage the Company Program, as long as
they do not lead to its being altered; and
(xii) propose alterations to the Company Program to be submitted to the
approval of extraordinary general meetings.
The board of directors shall also decide on the opportunity and convenience of
implementing said periodic plans in each year of the programs duration, or not
doing so. If implemented, plans must at least state: (a) their duration; (b) the
maximum number of Options that may be granted under each plan; and (c)
whether or not the trading of shares acquired by the exercise of the Options will be
blocked, and the period stipulated for this blocking.
On the recommendation of its president, the board of directors shall opportunely
discuss and decide: (a) proposed participants for each Plan; (b) the respective
quantities of stock Options; (c) subscription or purchase prices; and (d) other
conditions for acquiring the right to exercise the Options.
(b) Principal objectives of the plan
Both the Controlling Shareholder Plan and the Company Program have the following objectives: (i)
align management and shareholder interest, encourage continuous improvement of management
to boost our enterprise value and that of companies under our direct or indirect control; and (ii)
attract, motivate and retain highly qualified executives to our staff and increase the attractiveness
of the Company and ENEVA Group companies.
(c) Manner through which the plan contributes to these objectives
Both the Shareholder Plan and the Company Program enable their beneficiaries to become our
companys shareholders, thus encouraging them to work to optimize all aspects that may add to
the value of the Company on a sustainable basis.
(d) How the plan meshes with the issuers compensation policy

The Companys compensation policy seeks to encourage the professional growth of its managers,
employees and service providers, and value their individual merit. In this sense, the Stock Option
Program is in line with the Companys compensation policy as it allows its managers, employees
and service providers to measure their variable compensation in accordance with their personal
performance through the granting of stock options based on that merit.
(e) How the plan aligns the interests of the issuers management with issuer short-
medium- and long-term interests
The Shareholders Plan and the Company Plan stipulate the exercise of options in annual
proportions for a period of up to ten years, depending on the plan. Therefore, managements gains
are linked to the performance of our shares until the last period for exercising options, thus
boosting managements commitment to our companys short-, medium- and long-term
performance.
(f) Maximum number of shares covered


262
Under the Company Program, beneficiaries may be granted options to purchase shares up to the
limit of 2% of the total number of shares issued by our company, computing in this calculation all
options already granted but not yet exercised.
The maximum number of shares that may be covered by the Controlling Shareholder Plan is
determined by the Controlling Shareholder itself, and does not follow a pre-established criterion,
since such plan does not involve issuing new shares and therefore will not cause dilution of shares
of other company shareholders.
(g) Maximum number of options to be granted
Under the Company Program, beneficiaries may be granted options to purchase shares up to the
limit of 2% of the total number of shares issued by our company, computing in this calculation all
options already granted but not yet exercised.
The maximum number of shares that may be covered by the stock option plan granted directly by
co-controlling shareholder Eike Fuhrken Batista (Shareholders Plan) is determined by himself,
and does not comply with a pre-established criterion, seeing that such plan does not entail the
issuance of new shares and, consequently, the dilution of the shares of the other shareholders of
the Company.
(h) Conditions for acquiring shares
Once the options have been granted, both under the Shareholders Plan and the Company Plan,
the manager shall: (i) remain with the company until the date on which each portion of options
vests, saving exceptions stipulated in paragraph 16 of the Program; (ii) state their wish to exercise
portions within the maximum period stipulated in the contract; and (iii) pay the exercise price set
for the shares.
(i) Criteria for determining acquisition or exercise price
Under the Company Program, the option exercise price will be determined based on market value
of the shares calculated by the simple average of the price of the Companys shares in the latest
20 trading days as of the share grant date for a given employees of the company, in all cases
taking closing prices of each trading session. The purchase or exercise price of each share will
never be less than 40% or more than 100% of the market value of the shares. Prices may also be
updated by IPCA inflation as announced by IBGE.
Under the Shareholders Plan, the purchase price or exercise price is determined at the discretion
of the co-controlling shareholder Eike Fuhrken Batista.
(j) Criteria for determining exercise period
In the Company program, the maximum period for option exercise is stated in the respective stock
option contracts. This period shall not exceed one year as of period of maturity of the last portion
of options granted under the respective option contract.
(k) Means of payment
Subscription or purchase of stock options granted under the Program and Plan, as applicable,
must be paid cash from the beneficiarys own funds. The same criteria apply to stock options
granted by our controlling shareholder in favor of executives.
For options granted under the Company Program, exceptionally, the Companys board of
management may authorize Participants to pay a minimum portion equivalent to 10% of total
subscription price at the time of purchase, with the remaining 90% to be paid within thirty days of


263
the date of the first payment.
(I) Restrictions on transfer of shares
The Shareholders Plan does not allow trading in shares it has granted for 36 months as of signing
contracts.
Under the Company Plans, some contracts stipulate restriction on trading shares within three
years of signing the contract.
(m) Criteria and events that, when verified, shall cause the suspension, amendment or
termination of the plan
The occurrence of factors that cause severe alterations in the economic outlook and compromise
the Companys financial condition may lead to modification or termination of the Program,
including in relation to plans already in place and stock options already granted but not yet
exercised. However, note that it is the incumbency of extraordinary general meetings to approve,
alter, suspend or terminate the Companys Stock Option Plan.
(n) Effects of managers leaving issuer on rights stipulated in share-based
compensation plan
In the Company Program, dismissal cases will be treated as follows:
Dismissal for cause or upon request: (a) unvested options will be cancelled; and (b) vested
options, which were not exercised yet, may no longer be exercised e and will be equally cancelled.
Dismissal without cause: (a) unvested options will be cancelled; and (b) vested options, which
were not exercised yet, may be exercised, provided that the conditions set forth in the respective
Stock Options Agreement are complied with, and it is hereby agreed that the maximum term for
exercise the options may be anticipated in this case, according to the resolution of the competent
agency or as set forth in the respective Stock Options Agreement.
Dismissal for retirement for length of service or age: (a) unvested options will be cancelled; and (b)
vested options, which were not exercised yet, may be exercised within 90 days counted from the
date of approval by the National Social Security Institute (INSS) of the request for retirement for
length of service or age.
Permanent disability retirement: (a) unvested options will be cancelled upon termination of the
employment agreement due to the granting of permanent disability retirement, and the Company
may establish otherwise in specific cases; and (b) vested options, which were not exercised yet,
may be exercised by the disabled participant or his/her legal representative (curator) by presenting
to the Company the respective proof of granting of permanent disability retirement issued by the
INSS and respective termination of employment agreement within 180 days counted from the date
of approval by the INSS of the request for permanent disability retirement.
Dismissal for the Participants death: (a) unvested options will be cancelled after the Participants
death, and the Company may establish otherwise in specific cases; and (b) vested options, which
were not exercised yet, may be exercised by the administrator, as duly defined in the regular
probate proceeding, by presenting to the Company the respective administrators commitment
agreement, as appointed by the competent court, within 180 days counted from the appointment of
the administrator by the court, or, in the event of extrajudicial probate proceeding by the office of
the notary public, it is hereby agreed that, if the probate proceeding is not initiated within six
months counted from the date of death, the vested options will be also cancelled automatically.
With respect to the Shareholders Plan, the dismissal of the manager implies the loss of unvested
options.



264
13.5 - Holdings in shares, units or other convertible securities held by
management and fiscal council members - by body

ENEVA Shares MMX Shares MMX Debentures OG Par Shares OSX Shares CCX Shares
Board of Directors 155,155 277,500 137,885 139,100 50 34,305
Statutory Board 485,700 1 0 1 0 0
Fiscal Council
- - - - - -




265
13.6 - Share-based compensation for the board of directors and statutory board
Companys stock option plan

Share-based compensation estimated for the current fiscal year (2014)
Board of Directors Statutory Board
Number of members
- -
Grant of stock options

Grant date
- -
Quantity of stock options granted
- -
Period for vesting options
- -
Final date for exercising options
- -
Options transfer restriction period
- -
Weighted average price for period:

(a) Options outstanding at beginning of year
- -
(b) Options forfeited during the period
- -
(c) Options exercised during the period
- -
(d) Options expired during the period
- -
Fair value of options on grant date
(1) - -
Potential dilution if all options granted were to be exercised
- -
(1)
The calculation of the fair value of options takes into account the total number of shares included in the Companys
Stock Options Plan that may be subscribed or acquired in the proportion of 20% per year and in the event of full option
exercise.

Share-based compensation fiscal year ended 12/31/2013
Board of Directors Statutory Board
Number of members
- -
Grant of stock options

Grant date
- -
Quantity of stock options granted
- -
Period for vesting options
- -
Final date for exercising options
- -
Options transfer restriction period
- -
Weighted average price for period:

(a) Options outstanding at beginning of year
- -
(b) Options forfeited during the period
- -
(c) Options exercised during the period
- -
(d) Options expired during the period
- -
Fair value of options on grant date
(1) - -
Potential dilution if all options granted were to be exercised
- -
(1)
The calculation of the fair value of options takes into account the total number of shares included in the Companys
Stock Options Plan that may be subscribed or acquired in the proportion of 20% per year and in the event of full option
exercise.



266
Share-based compensation - fiscal year ended 12/31/2012
Board of Directors
Statutory
Board
Number of members 04 -
Grant of stock options
Grant date 11/26/2007 -
Quantity of stock options granted 528,000 -
Period for vesting options
The options shall be exercised in the proportion of 20% in each of the first five
anniversaries of the public offer occurred on December 13, 2007
-
Final date for exercising options 1 year after maturity date -
Options transfer restriction period none -
Weighted average price for period:
(a) Options outstanding at
beginning of year
1.01 -
(b) Options forfeited during the
period
- -
(c) Options exercised during the
period
- -
(d) Options expired during the
period
- -
Fair value of options on grant date
(1)
R$16.03 -
Potential dilution if all options granted
were to be exercised
0.02% -
(1)
The calculation of the fair value of options takes into account the total number of shares included in the Companys Stock Options Plan
that may be subscribed or acquired in the proportion of 20% per year and in the event of full option exercise.

Share-based compensation - fiscal year ended 12/31/2011
Board of Directors Statutory Board
Number of members 04 -
Grant of stock options
Grant date 11/26/2007 -
Quantity of stock options granted 528,000 -
Period for vesting options
The options shall be exercised in the proportion of 20% in each of the
first five anniversaries of the public offer occurred on December 13, 2007
-
Final date for exercising options 1 year after maturity date -
Options transfer restriction period none -
Weighted average price for period:
(a) Options outstanding at
beginning of year
0.96 -
(b) Options forfeited during the
period
- -
(c) Options exercised during the
period
0.96 -
(d) Options expired during the
period
- -


Fair value of options on grant date
(1)
R$16.03 -
Potential dilution if all options granted
were to be exercised
0.02% -
(1)
The calculation of the fair value of options takes into account the total number of shares included in the Companys Stock Options Plan
that may be subscribed or acquired in the proportion of 20% per year and in the event of full option exercise.


267

Stock Option Plan by Co-controlling Shareholder Eike Fuhrken Batista (Shareholders
Plan)

Share-based compensation estimated for the current fiscal year (2014)
Board of Directors Statutory Board
Number of members - -
Grant of stock options
Grant date - -
Quantity of stock options granted - -
Period for vesting options - -
Final date for exercising options - -
Options transfer restriction period - -
Weighted average price for period:
(a) Options outstanding at beginning of year - -
(b) Options forfeited during the period - -
(c) Options exercised during the period - -
(d) Options expired during the period - -
Fair value of options on grant date

- -
Potential dilution if all options granted were to be exercised - -

Share-based compensation - fiscal year ended 12/31/2013
Board of Directors Board of Directors Statutory Board
Number of members 01 01 05
Grant of stock options
Grant date 04/28/2008 04/28/2008 04/28//2008
Quantity of stock options granted 2,885,400 1,295,940 17,312,640
Period for vesting options
Options will be
exercised in the
proportion of 10% on
December 13 of each
year
Options will be exercised in the
proportion of 20% on December
13 of each year
Options will be exercised in the
proportion of 10% on December
13 of each year
Final date for exercising options
1 year after maturity
date
1 year after maturity date 1 year after maturity date
Options transfer restriction period None None None
Weighted average price for
period:

(a) Options outstanding at
beginning of year
R$ 0.01 R$ 0.01 R$ 0.01
(b) Options forfeited during the
period
- - -
(c) Options exercised during the
period
R$ 0.01 R$ 0.01 R$ 0.01
(d) Options expired during the
period
- - -
Fair value of options on grant date

R$15.83 R$15.83 R$15.83


Potential dilution if all options
None None None


268
Share-based compensation - fiscal year ended 12/31/2013
Board of Directors Board of Directors Statutory Board
granted were to be exercised

Share-based compensation - fiscal year ended 12/31/2012
Board of Directors Board of Directors Statutory Board
Number of members
01 01 05
Grant of stock options

Grant date
04/28/2008 04/28/2008 04/28/2008
Quantity of stock options
granted
2,885,400 1,295,940 17,312,640
Period for vesting options
Options will be exercised in the
proportion of 10% on December
13 of each year
Options will be exercised in the
proportion of 20% on December
13 of each year
Options will be exercised in the
proportion of 10% on December
13 of each year
Final date for exercising
options
1 year after maturity date 1 year after maturity date 1 year after maturity date
Options transfer restriction
period
None None None
Weighted average price for
period:

(a) Options outstanding
at beginning of year
R$0.01 R$0.01 R$0.01
(b) Options forfeited
during the period
- - -
(c) Options exercised
during the period
R$0.01 R$0.01 R$0.01
(d) Options expired
during the period
- - -
Fair value of options on grant
date

R$15.83 R$15.83 R$15.83
Potential dilution if all
options granted were to be
exercised
None None None

Share-based compensation - fiscal year ended 12/31/2011
Board of Directors Board of Directors Statutory Board
Number of members
01 01 05
Grant of stock options

Grant date
04/28/2008 04/28/2008 04/28/2008
Quantity of stock options
granted
2,885,400 1,295,40 17,312,640
Period for vesting options
Options will be exercised in the
proportion of 10% on December
13 of each year
Options will be exercised in the
proportion of 20% on December
13 of each year
Options will be exercised in the
proportion of 10% on December
13 of each year
Final date for exercising
options
1 year after maturity date 1 year after maturity date 1 year after maturity date
Options transfer restriction
period
None None None
Weighted average price for
period:

(a) Options outstanding
R$0.01 R$0.01 R$0.01


269
Share-based compensation - fiscal year ended 12/31/2011
Board of Directors Board of Directors Statutory Board
at beginning of year
(b) Options forfeited
during the period
- - -
(c) Options exercised
during the period
R$0.01 R$0.01 R$0.01
(d) Options expired
during the period
- - -


Fair value of options on grant
date

R$15.83 R$15.83 R$15.83
Potential dilution if all
options granted were to be
exercised
None None None





270
13.7 - Details of outstanding options held by the board of directors and by the
statutory board
Companys stock option plan

Outstanding options at the end of fiscal year ended 12/31/2013
Board of Directors
Statutory Board
No. of members
- -
Options yet to vest

Quantity
- -
Vesting date
- -
Final date for exercising options
- -
Options transfer restriction period
- -
Weighted average price for period
- -
Fair value of options on last day of period
- -
Options vested

Quantity
- -
Final date for exercising options
- -
Options transfer restriction period
- -
Weighted average price for period
- -
Fair value of options on last day of period
- -
Fair value of total options on last day of period
- -

Stock Option Plan by Co-controlling Shareholder Eike Fuhrken Batista (Shareholders
Plan)

Outstanding options at the end of fiscal year ended 12/31/2013

Board of
Directors Statutory Board
No. of members - 1
Options yet to vest
Quantity - 1,613,276
Vesting date
-
Options will be exercised in the proportion of 10% on December 13 of
each year
Final date for exercising options - 12/13/2017
Options transfer restriction period - -
Weighted average price for period - R$ 0.01
Fair value of options on last day of
period
- R$ 2.92
Options vested
Quantity - 322,655
Final date for exercising options - 12/13/2014
Options transfer restriction period - -
Weighted average price for period - R$ 0.01
Fair value of options on last day of
period
- R$ 2.92


271
Outstanding options at the end of fiscal year ended 12/31/2013

Board of
Directors Statutory Board
Fair value of total options on last day of
period
- R$ 5,652,919.10





272
13.8 - Options exercised and shares delivered in relation to share-based
compensation for the board of directors and statutory officers
Companys stock option plan

Options exercised - Fiscal Year ended 12/31/ 2013
Board of Directors Statutory Board
Number of members 04 -
Options exercised
Number of shares 0 -
Weighted average price for period R$0.00 -
Difference between exercise price and share price for
options exercised
R$0.00 -
Shares delivered
Number of shares 0 -
Weighted average price for period - -

Options exercised - Fiscal Year ended 12/31/ 2012
Board of Directors Statutory Board
Number of members 04 -
Options exercised
Number of shares 0 -
Weighted average price for period R$0.00 -
Difference between exercise price and share price for
options exercised
R$0.00 -
Shares delivered
Number of shares 0 0
Weighted average price for period - -

Options exercised - Fiscal Year ended 12/31/ 2011
Board of Directors Statutory Board
Number of members 04 -
Options exercised
Number of shares 35,140 -
Weighted average price for period R$3.52 -
Difference between exercise price and share price for
options exercised
R$1,510,317.20 -
Shares delivered
Number of shares 0 0
Weighted average price for period - -

Stock Option Plan by Co-controlling Shareholder Eike Fuhrken Batista (Shareholders
Plan)

Options exercised - Fiscal Year ended 12/31/2013
Board of Directors Statutory Board
Number of members 01 05


273
Options exercised - Fiscal Year ended 12/31/2013
Options exercised
Number of shares 636,092 3,816,612
Weighted average price for period R$ 0.01 R$ 0.01
Difference between exercise price and share price for
options exercised
R$ 6,354,559.08 R$ 38,127,953.88
Shares delivered
Number of shares 0 0
Weighted average price for period - -

Options exercised - Fiscal Year ended 12/31/2012
Board of Directors Statutory Board
Number of members
02 05
Options exercised

Number of shares 547,740 1,731,240
Weighted average price for period R$ 0.01 R$ 0.01
Difference between exercise price and share price for
options exercised
R$ 6,101,823.60 R$ 19,286,013.60
Shares delivered
Number of shares 0 0
Weighted average price for period
R$ 0.00 R$ 0.00

Options exercised - Fiscal Year ended 12/31/2011

Board of
Directors Statutory Board
Number of members
02 05
Options exercised
ENEVA ENEVA MMX PRUMO
Number of shares
182,580 577,080
10,640 10,640
Weighted average price for period
R$ 0.01 R$ 0.01 R$ 0.01 R$ 0.01
Difference between exercise price and share price for
options exercised
R$ 8,488,144.20 R$ 26,828,449.20 R$ 70,862.40 R$ 35,750.40
Shares delivered

Number of shares
0 0 0 0
Weighted average price for period
R$ 0.00 R$ 0.00 R$ 0.00 R$ 0.00





274
13.9 - Information required to understand figures disclosed in items 13.6 to 13.8
- Pricing method for shares and options
(a) Pricing model
Companys Program
To determine the fair value of the stock options program, the Merton (1973) model, a
variant of the Black & Scholes (1973) model, which takes into account dividend payment,
was used.
Stock Option Plan offered by Co-controlling Shareholder Eike Fuhrken Batista
(Shareholders Plan)
To determine the fair value of the stock options program of the Companys Program, the
Black & Scholes model was used.

(b) Data and assumptions used in the pricing model, including the weighted average
price of shares, exercise price, expected volatility, term of the option, expected dividends
and risk-free interest rate
Companys Program
(i) Determination of expected volatility
The limited historical series of quotes of ENEVA shares on the stock exchange does
not guarantee a reliable projection of future volatility of prices from past data.
Therefore, the Electric Power Index-IEE, the first sector index released by
BM&FBOVESPA in August 1996, was used as a proxy. The sector indexes are
designed to provide a segmented view of the stock market behavior. The definition
of time window to estimate expected future volatility (that is, the extent of the
historical data series examined) was also maintained as equal to the T term of the
option to which it will be applied in the pricing.
(ii) Expected Dividend Rate
ENEVA has not distributed any amounts as dividends or interest on shareholders
equity since its incorporation. Therefore, the hypothesis that dividends will not be
paid during the effectiveness of the stock options program was upheld.
(iii) Risk-Free Rate
Reference rates were used for adjustments of SWAP agreements with IPCA
coupon, disclosed by BM&FBOVESPA.
(iv) Program Abandonment Rate
There has been no record of abandonment by the executive officers participating in
the incentive program since its establishment.

Stock Option Plan offered by Co-controlling Shareholder Eike Fuhrken Batista
(Shareholders Plan)

(i) Determination of expected volatility
To calculate share volatility, in those cases where there was no historical series of


275
share price, an approximation through average beta of similar companies was used
and applied to the Bovespa index.
The definition of time window to estimate expected future volatility (that is, the
extent of the historical data series examined) was also maintained as equal to the T
term of the option to which it will be applied in the pricing.
(ii) Expected Dividend Rate
As of the granting date, there was no estimated payment of dividends or interest on
shareholders equity. For this reason, the hypothesis that no dividends will be paid
during the effectiveness of the Companys Program was taken into consideration.
(iii) Risk-Free Rate
The risk-free interest rate was determined based on market forecasts.
(iv) Program Abandonment Rate
There has been no record of abandonment by the executive officers participating in
the incentive program since its establishment.
(c) Method and assumptions used to incorporate the effects expected from early
exercise
Company Program
The Companys Program 1 sets forth that options granted under the Plan may be
exercised as follows: (i) 20% per year, at the end of years 1 to 5, counted from the
execution of the corresponding Stock Options Agreement, according to the terms and
conditions established by the Board of Directors and the terms and conditions set forth in
the Stock Options Agreements.
Options granted under the terms of the other Companys Plans may be exercised as
follows: (i) 10% per year, at the end of years 1 to 4; (ii) 20% per year, at the end of years 5
to 7, counted from execution of the corresponding Stock Options Agreement, according to
the terms and conditions established by the Board of Directors and under the terms and
conditions set forth in the Stock Options Agreements.

Companys Stock Option Plan granted by Co-Controlling Shareholder Eike Furken
Batista (Shareholders Plan)
Options granted under the terms of the Plan may be exercised as follows: (i) 10% per
year, at the end of years 1 to 10, counted from the date of ENEVA s initial public offering,
December 13, 2007, according to the terms and conditions set forth in the respective
Stock Options Agreements.
For each of the Plans referred to above, the Company determined a period of time in
which the beneficiary may exercise the option. This period is one year, counted from the
date of maturity of the option. The Beneficiary may not exercise the option before this
period.
(d) Determination of expected volatility
It is calculated using continuous returns of historical quotation of ENEV3 stock.


276

(e) If any other characteristic of the option has been incorporated into the measurement
of its fair value
All characteristics of the option were mentioned in the previous items of this Reference Form.





277
13.10 - Information on pension plans provided to members of the board of
directors and to statutory directors
The Company does not provide a pension plan to its managers.



278
13.11 Maximum, minimum and average compensation of the board of directors,
statutory board and fiscal council
Annual amounts
Board of Directors Statutory Board Fiscal Council
12/31/2013 12/31/2012 12/31/2011 12/31/2013 12/31/2012 12/31/2011 12/31/2013 12/31/2012 12/31/2011
No. of
members
9.3 11.5 8.9 3.3 5.0 5.0 0.0 3.0 3.0
Amount of
highest
compensation
(Reais)
96,000 3,112,108 4,567,588 15,933,138 7,629,279 10,447,472 0.0 29,801 23,249
Amount of
lowest
compensation
(Reais)
31,324 70,000 151,623 991,666 4,011,041 5,403,587 0.00 29,801 23,249
Average
amount of
compensation
(Reais)
65,692 602,710 1,111,668 13,451,453 4,772,899 6,448,673 0.00 29,801 23,249





279
13.12 - Compensation and indemnification mechanisms for management in the
event of removal from office or retirement
The Company has no contractual arrangements, insurance policies or other instruments for
structuring compensation or indemnification mechanisms for the managers in the event of removal
from office or retirement.



280
13.13 - Percentage of total compensation held by management and members of
the fiscal council who are parties related to the controlling shareholders

2011 2012 2013
Board of Directors 91% 91% 71%
Statutory Board 32% 0% 0%
Fiscal Council - - -





281
13.14 - Compensation of management and members of the fiscal council,
grouped by body, received for any reason other than the office they hold
There was no compensation payment to the Board of Directors or Executive Board members for
any reason other than the position they hold.





282
13.15 - Compensation of management and members of the fiscal council
recognized in income of controlling shareholders, whether direct or indirect,
companies under common control and subsidiaries of the issuer

MMX/PRUMO/
OGXPar/EBX/OSX (1)
MMX/PRUMO/
OGXPar/OSX/CCX/EBX (1)
MMX/PRUMO/
OGXPar/OSX/CCX/EBX (1)
2011 2012 2013
Board of
Directors
4,693,307 3,798,624 7,496,434
Management - - -
Fiscal Council - - -
Others - - -
(1) MMX Minerao e Metlicos S.A.
Prumo Logstica S.A.
leo e Gs Participaes S.A.
OSX Brasil S.A.
EBX Investimentos Ltda.
CCX Carvo da Colmbia S.A.





283
13.16 - Other relevant information
Clarifications about item 13.2 of the Reference Form
The Company wishes to clarify that in explanatory note No. 15 to the Financial Statements dated
2013 and 2012, respectively, the salary line refers to the sum total of commissions, direct and
indirect benefits and social security contributions of the executive officers and directors of the
Company and its subsidiaries. The difference between what is shown in this Reference Form and
in the financial statements of the Company arises because the financial statements present the
values assigned to the statutory and non-statutory managers of the Company and its subsidiaries,
while item 13.2 of this Reference Form requires the submission of information concerning the
Statutory Board only, as shown in the following table:


Board of
Directors
Statutory
Board
Fiscal Council
Total of the
Reference Form
Other Officers of the
Company and its
subsidiaries
Total Financial
Statements

( A ) ( B ) ( C ) ( A ) + ( B ) + ( C ) ( D ) ( A ) + ( B ) + ( C ) + ( D )
2011 515,000 4,742,607 69,748 5,327,355 5,152,819 10,480,173
2012 715,000 5,191,846 89,402 5,996,248 3,702,157 9,698,405
2013 545,820 4,565,228 0.00 5,111,048 4,338,255 9,449,304

In the case of share-based compensation, it is important to point out that the accounting practices
adopted in Brazil and the IFRS, notably CPC 10 (R1) Share-based compensation (equivalent to
IFRS 2), paragraph 12, require the stock option granted to employees, board members and
executives to be shown at fair value, as disclosed by the Company in Financial Statements of
2013, in its explanatory note No. 22, and of 2012, in its explanatory note No. 23 Share-based
payment plan. In this note we showed two tables: the first containing the accrued position showing
the fair value of all options not yet exercised by the participants, and the second, showing the
effect on income (expense) of the fair value of the options ascertained for the period disclosed.
Also in the financial statements for 2013 and 2012, we presented information regarding the
accumulated position under liabilities, in explanatory note No. 15 Related parties, item d.
Notwithstanding that, the Company undertakes to inform in the next disclosures, in the Related
Parties explanatory note, that the balances refer to the position of the accrued liabilities of the fair
values, calculated on the stock options granted.



284
14.1 Description of human resources
(a) Number of employees (total, by groups based on the activity performed and by
geographic location)
The table below shows the number of Company employees by administrative and operational
positions.

On December 31,
2011 2012 2013
Administrative 119 159 187
Operational 461 490 583
Total 580 649 770
The table below shows the number of Company employees by geographic location of our
industrial complexes.
Companies
2011 2012 2013 Location
AMAPARI ENERGIA S.A. 30 36 33 Amap
PECEM II GERAO DE ENERGIA S.A. 18 28 18 Cear
PORTO DO PECM GERAO DE
ENERGIA S.A.
163 208 265 Cear
PORTO PECM TRANSPORTADORA
MINRIOS S.A.
3 3 3 Cear
TAU GERAO DE ENERGIA S.A. 2 2 2 Cear
PECM OPER E MAN DE UNID DE
GERAO ELTRICA S.A.
- - 8 Cear
ITAQUI GERAO DE ENERGIA S.A. 92 88 117 Maranho
PARNABA I GERAO DE ENERGIA S.A. 35 77 88 Maranho
PARNABA II GERAO DE ENERGIA
S.A.
- 29 46 Maranho
PARNABA IV GERAO DE ENERGIA
S.A.
- - 2 Maranho
ENEVA COMERCIALIZADORA DE
COMBUSTVEIS LTDA.
3 3 5
Rio de
Janeiro
ENEVA COMERCIALIZADORA DE
ENERGIA LTDA.
6 10 11
Rio de
Janeiro
ENEVA PARTICIPAES S.A. - 58 52
Rio de
Janeiro
ENEVA S.A. 119 88 119
Rio de
Janeiro


285
UTE PORTO DO AU ENERGIA S.A. 1 1 -
Rio de
Janeiro
SEIVAL GERAO DE ENERGIA S.A. - 1 -
Rio
Grande
do Sul
SUL GERAO DE ENERGIA S.A. 2 1 -
Rio
Grande
do Sul
MPX CHILE 23 16 1 Chile
MPX COLMBIA * 83 - - Colmbia
TOTAL 580 649 770
* MPX COLOMBIA is no longer part of the ENEVA group of companies
(b) Number of contractors (total, by groups based on the activity performed and by
geographic location)
The table below shows the number of Company contractors by administrative and operational
positions.
On December 31,
2011 2012 2013
Administrative / General
Services
16 11 29
Legal - 3 2
Project Engineering 21 41 11
Finance 4 9 26
Total 41 64 68
The table below shows the number of Company employees by geographic location of our
industrial complexes.
Companies
2011 2012 2013 Location
AMAPARI ENERGIA S.A. - - 1 Amap
PECEM II GERAO DE ENERGIA S.A. - - 17 Cear
PORTO DO PECM GERAO DE
ENERGIA S.A.
- - 9 Cear
PORTO PECM TRANSPORTADORA
MINRIOS S.A.
- - - Cear
TAU GERAO DE ENERGIA S.A. - - - Cear
PECM OPER E MAN DE UNID DE
GERAO ELTRICA S.A.
- - - Cear
ITAQUI GERAO DE ENERGIA S.A. - 8 14 Maranho
PARNABA I GERAO DE ENERGIA S.A. - - 8 Maranho


286
PARNABA II GERAO DE ENERGIA
S.A.
- - 14 Maranho
PARNABA IV GERAO DE ENERGIA
S.A.
- - - Maranho
ENEVA COMERCIALIZADORA DE
COMBUSTVEIS LTDA.
- - -
Rio de
Janeiro
ENEVA COMERCIALIZADORA DE
ENERGIA LTDA.
- - -
Rio de
Janeiro
ENEVA PARTICIPAES S.A. - 2 -
Rio de
Janeiro
ENEVA S.A. 41 64 5
Rio de
Janeiro
UTE PORTO DO AU ENERGIA S.A. - - -
Rio de
Janeiro
SEIVAL GERAO DE ENERGIA S.A. - - -
Rio Grande
do Sul
SUL GERAO DE ENERGIA S.A. - - -
Rio Grande
do Sul
MPX CHILE 2 5 - Chile
MPX COLMBIA * - - - Colmbia
TOTAL 43 79 68
*MPX COLOMBIA is no longer part of the ENEVA group of companies
(c) Turnover rate
On December 31, 2011, the number of terminations in the Company and its subsidiaries, in the
year of 2011, was of 45 people, or 7.7% of total. On December 31, 2012, the number of dismissals
in the Company and its subsidiaries was 79 people, or 12.17% of the total. On December 31,
2013, the number of terminations in the Company and its subsidiaries was 156 people, or 20.26%
of the total.
(d) Companys exposure to labor liabilities and contingencies
For more information about our exposure to labor liabilities and contingencies, see item 4.3 of this
Reference Form.



287
14.2 Relevant changes - Human resources
There has been no relevant changes with respect to figures disclosed in item 14.1 above, except
in the case of item c, in which a significant increase of the turnover rate is observed, due to the
beginning of the operations of a large portion of the industrial complexes that were under
construction in the previous years.



288
14.3 - Description of employee compensation policy
(a) Salary and variable compensation policy
The Companys compensation strategy uses the market as a reference, taking into account the
main competitors and largest companies in Brazil, seeking to comply with best practices and
ensuring its competitiveness. The main purpose is to recognize the performance of its
professionals as the company evolves, as per the strategic planning defined and aligned with the
return to shareholders in the short, medium and long term.
(b) Benefit policy
The benefits provided by the Company include Health and Dental Plan that are extend to their
families, in addition to Life Insurance, Meal Voucher, Food Voucher and Transportation Ticket.
(c) characteristics of share-based compensation plans of non-management employees
i) Groups of beneficiaries
The members of the Board of Directors, officers, managers, consultants and employees of the
Company, as well as other companies belonging to the ENEVA Group, are eligible to participate in
the Stock Options Plan of the Company.
ii) Conditions for the Exercise
The characteristics of the share-based compensation plans for the employees are identical to
those of the share-based compensation plans for the managers, particularly those described in
paragraphs (b), (c) and (d) of subitem 13.4 above.
iii) Exercise prices
The characteristics of the share-based compensation plans for the employees are identical to
those of the share-based compensation plans for the managers, particularly those described in
paragraphs (b), (c) and (d) of subitem 13.4 above.
iv) Terms for exercise
The characteristics of the share-based compensation plans for the employees are identical to
those of the share-based compensation plans for the managers, particularly those described in
paragraphs (b), (c) and (d) of subitem 13.4 above.
v) Number of shares committed to the Program
11,550,599 common shares.



289
14.4 - Description of relationship between issuer and unions
The Collective Bargaining Agreement was unanimously approved by the Companys employees,
aiming at improving working conditions in ENEVA. ENEVA values the commitment and
transparency between its employees and the category union (SINTERGIA Union of Workers of
Power Energy Companies of Rio de Janeiro and Region), where dialogue flows respectfully and
effectively, maintaining a policy of permanent negotiation with the representatives of the
employees of the Company.



290
15.1 / 15.2 - Shareholder structure

Shareholder
Shareholders Individual Taxpayers
Register (CPF) / National Corporate
Taxpayers Register (CNPJ)
Nationality-State Party to shareholders agreement Controlling shareholder Last change
Number of common shares (Units) % Common shares Number of preferred shares (Units) % Preferred Shares Total qty. of shares (Units) % Total shares
Breakdown by classes of shares (Units)
Share Class Qty. of shares (Units) Class %
BNDES Participaes S.A.
00.383.281/0001-09 Brazilian No No 10/21/2013
72,650,210 10.341307% 0 0.000000% 72,650,210 10,341307%
DD BRAZIL HOLDINGS S..R.L
15.543.256/0001-12 Luxembourgish Yes Yes 10/21/2013
266,269,556 37,901819% 0 0.000000% 266,269,556 37,901819%
Centennial Asset Brazilian Equity Fund LLC
12.055.153/0001-15 North American No Yes 10/21/2013
1,822,065 0.259360% 0 0.000000% 1,822,065 0,259360%
Eike Fuhrken Batista
664.976.807-30 Brazilian-MG Yes Yes 10/21/2013
145,704,988 20.740201% 0 0.000000% 145,704,988 20,740201%
Centennial Asset Mining Fund LLC
07.732.392/0001-22 North American No Yes 10/21/2013
20,208,840 2.776603% 0 0.000000% 20,208,840 2.876603%
OTHER
195,868,810 27.880710% 0 0.000000% 195,868,810 27.880710%
TREASURY SHARES Date of last change:


0 0.000000% 0 0.000000% 0 0.000000%
TOTAL
775,174,679 100.000000% 0 0.000000% 775,174,679 100.000000%


291
PARENT COMPANY / INVESTOR
SHAREHOLDER
Shareholders CPF / CNPJ Nationality-State Party to shareholders agreement Controlling shareholder Last change
Breakdown of shares (Units)
Number of common shares (Units) % Common shares Number of preferred shares (Units) % Preferred Shares Total qty. of shares (Units) % Total shares
PARENT COMPANY / INVESTOR Shareholders CPF / CNPJ Share capital ownership
Centennial Asset Brazilian Equity Fund LLC 12.055.153/0001-15
Centennial Asset Mining Fund LLC
07.732.392/0001-22 North American No Yes 07/21/2010
1,000 100.000000 0 0.000000 1,000 100.000000
Share Class Qty. of shares (Units) % Shares
TOTAL 0 0.000000
OTHER
0 0.000000 0 0.000000 0 0.000000
TOTAL
1,000 100.000000 0 0.000000 1,000 100.000000





292

PARENT COMPANY / INVESTOR
Shareholder
Shareholders CPF / CNPJ Nationality-State Party to shareholders agreement Controlling shareholder Last change
Breakdown of shares (Units)
Number of common shares (Units) % Common shares Number of preferred shares (Units) % Preferred Shares Total qty. of shares (Units) % Total shares
PARENT COMPANY / INVESTOR Shareholders CPF / CNPJ Share capital ownership
Centennial Asset Mining Fund LLC 07.732.392/0001-22
Eike Fuhrken Batista
664.976.807-30 Brazilian-MG No Yes 12/10/2010
1,000 100.000000 0 0.000000 1,000 100.000000
Share Class Qty. of shares (Units) % Shares
TOTAL 0 0.000000
OTHER
0 0.000000 0 0.000000 0 0.000000
TOTAL
1,000 100.000000 0 0.000000 1,000 100.000000


293
PARENT COMPANY / INVESTOR
Shareholder
Shareholders CPF / CNPJ Nationality-State Party to shareholders agreement
Controlling
shareholder
Last change
Breakdown of shares (Units)
Number of common shares
(Units)
% Common shares
Number of preferred shares
(Units)
% Preferred Shares Total qty. of shares (Units) % Total shares
PARENT COMPANY / INVESTOR Shareholders CPF / CNPJ Share capital ownership
DD Brazil Holding S. R.L.
Dutchdelta Finance S. R.L.

Luxembourgish No Yes 05/15/2012
400,500 100.000000 0 0.000000 400,500 100.000000
Share Class Qty. of shares (Units) % Shares
TOTAL 0 0.000000
OTHER
0 0.000000 0 0.000000 0 0.000000
TOTAL
400,500 100.000000 0 0.000000 400,500 100.000000




294

PARENT COMPANY / INVESTOR
Shareholder
Shareholders CPF / CNPJ Nationality-State Party to shareholders agreement
Controlling
shareholder
Last change
Breakdown of shares (Units)
Number of common shares
(Units)
% Common shares
Number of preferred shares
(Units)
% Preferred Shares Total qty. of shares (Units) % Total shares
PARENT COMPANY / INVESTOR Shareholders CPF / CNPJ Share capital ownership
Dutchdelta Finance S. R.L.


E.ON Finanzanlagen GmbH

German No Yes 06/24/2009
1,045,723,250 100.000000 0 0.000000 1,045,723,250 100.000000
Share Class Qty. of shares (Units) % Shares
TOTAL 0 0.000000
OUTROS
0 0.000000 0 0.000000 0 0.000000
TOTAL
1,045,723,250 100.000000 0 0.000000 1,045,723,250 100.000000




295

PARENT COMPANY / INVESTOR
Shareholder
Shareholders CPF / CNPJ Nationality-State Party to shareholders agreement
Controlling
shareholder
Last change
Breakdown of shares (Units)
Number of common shares
(Units)
% Common shares
Number of preferred shares
(Units)
% Preferred Shares Total qty. of shares (Units) % Total shares
PARENT COMPANY / INVESTOR Shareholders CPF / CNPJ Share capital ownership
E.ON Finanzanlagen GmbH


E.ON SE

German No Yes 11/26/2012
5 100.000000 0 0.000000 5 100,000000
Share Class Qty. of shares (Units) % Shares
TOTAL 0 0.000000
OTHER
0 0.000000 0 0.000000 0 0.000000
TOTAL
5 100.000000 0 0.000000 5 100.000000



296
15.3 - Capital distribution
Date of last meeting / Date of last
change
05/14/2014
Number of Individual shareholders
(Units)
2,993
Number of corporate shareholders
(Units)
347
Number of institutional investors
(Units)
268


Outstanding shares
Outstanding shares correspond to all issuers shares except for those of the controlling
shareholder, persons connected to the controlling shareholder, managers of the issuer and
treasury shares

Number of common shares (Units) 195,868,810 27.880710%
Number of preferred shares (Units) 0 0.0000000%
Total 195,868,810 27.880710%



297
15.4 - Shareholders organizational chart
Since the presentation of this information is optional, the Company chose at this time not to
disclose the organizational chart of its direct and indirect controlling shareholders.



298
15.5 - Shareholders agreement filed at issuers head office or to which the
controlling shareholder is a party
Parties (i) DD Brazil Holdings S..R.L. (E.ON); (ii) Eike Fuhrken Batista (EBX and, jointly with E.ON, the
Parties); (iii) E.ON SE (Guarantor), as guarantor; and (iv) ENEVA S.A. (ENEVA), as
consenting intervening party.
Date of the
agreement
May 27, 2013.
Period of
effectiveness
The Agreement shall come into effect on May 29, 2013, and remain in force for as long as the
Parties are shareholders of the Company and may be terminated in the following events, among
others: (i) if the Parties mutually agree, in writing, to terminate the Shareholders Agreement; (ii) if
E.ON and/or EBX ceases to hold any shares issued by the Company; or (iii) by the Party holding
the majority interest, if the interest held by E.ON or EBX in the Companys capital stock becomes
lower than 15% of ENEVA s capital stock.
Details of clauses
governing exercise
of the right to vote
and power of
control
The Parties agree (i) to exercise their respective votes at general meetings of the Company; (ii) to
ensure that the company always exercises its vote at general meetings of its subsidiaries; and (iii)
to ensure that their representatives in the management bodies of the Company and its subsidiaries
exercise their right to vote in the long-term interests of the Companys business, with the conditions
of independence and equity between the parties being respected.
Power of control over the Company is exercised jointly by E.ON and EBX, who jointly hold more
than 50% of the voting capital stock of the Company, with the terms of the power of control being
governed by the Agreement. Before the holding of any Shareholders Meeting or Board of
Directors Meeting of the Company, E.ON and EBX should hold a prior meeting to agree on how
their votes or their representatives votes will be directed, in accordance with the terms of this
Agreement. If E.ON shall acquire a number of voting shares of EBX that increase its interest to
more than 50% and the terminate the Agreement, E.ON shall be obliged to make a public offer for
the acquisition of the shares of the Company, pursuant to the Corporate Law.
Details of clauses
relating to the
appointment of
managers
The Board of Directors shall consist of eight (8) members, two (2) of whom shall be independent,
with the possibility to increase the number up to ten (10) if BNDES, a shareholder of the Company,
and the minority shareholders shall resolve to elect new members pursuant to article 141,
paragraph 4 of the Corporate Law.
The members of the Board of Directors shall be elected by the general meeting, with E.ON and
EBX having the right to appoint three (3) members each. The independent members shall be
appointed by mutual accord between E.ON and EBX. The members of the Board of Directors shall
be professionals with proven qualifications and experience.
BNDES will be entitled, but not obliged, to appoint one (1) additional member to the Board of
Directors, provided that it holds, at least, 10% of the Companys capital stock. The member
appointed by BNDES will be considered an independent director and will be appointed in
accordance with article 141, paragraph 4, of the Corporate Law.
If any shareholder other than E.ON, EBX and BNDES intends to appoint a member for the Board of
Directors, under the terms of article 141 of the Corporate Law, the number of independent
members should be increased by one (1) member, in order to accommodate the director appointed
by the non-controlling shareholder, and this member appointed by the non-controlling shareholder
then elected should be considered an independent director. E.ON and EBX should never require
the application of article 141 of the Corporate Law.
If the election of members of the Board of Directors at a Shareholders Meeting is made by multiple
vote and/or the members of the Board of Directors are elected in accordance with article 141,
paragraph 4 or 5 of the Corporate Law, E.ON and EBX should coordinate between each other and
vote at such Shareholders Meeting, as it may be necessary or required for the Shareholders to
elect the highest possible number of members of the Board of Directors appointed for election.
Details of the
clauses relating to
transfer of shares
and preference in
The Parties undertake not to transfer their shares except as mutually agreed between them and
only in the circumstances described in the Agreement.
The Parties undertake not to transfer their shares to third parties in a number that causes E.ON
and EBX to hold less than 15% of EBXs capital stock for a period of five (5) years from the date on


299
acquiring them which the Agreement came into force (the Lock-up). The Lock-up shall not be applicable to EBX
in the event that a public offer of acquisition of shares of the Company is made by E.ON, except in
the case of a public offer of acquisition of control under which the Company continues to fulfill the
free float requirements for its listing level on the BM&FBOVESPA Novo Mercado.
In spite of the Lock-up, the Parties may at any time and on giving advance notification in writing to
the other party, transfer their shares in whole or in part to their subsidiaries, provided that: (i) each
subsidiary is, directly or indirectly, wholly owned by E.ON or EBX; (ii) E.ON or EBX guarantees all
obligations of this wholly-owned subsidiary under the terms of the Agreement; (iii) a legal binding
commitment is established for the shares to be transferred back to E.ON or EBX before the wholly-
owned subsidiary ceases to be a wholly-owned subsidiary of E.ON or EBX. E.ON or EBX will
provided each other, as applicable, with information that may be reasonably requested to verify
whether the wholly-owned subsidiary ceased to be a wholly-owned subsidiary of the shareholder
that is transferring its shares; or (iv) the wholly-owned subsidiary will unconditionally adhere to the
Agreement, and the instrument of adherence is filed at the Company together with the Agreement.
Except for any transfer permitted under the terms of the Agreement, if E.ON or EBX intends to
transfer the totality or part of its shares issued by the Company to third parties, by means of a
series of transactions, the other shareholder shall have the preemptive rights to acquire these
shares, in accordance with the provisions of the Agreement. The shareholder intending to dispose
of its shares must notify, in writing, the other shareholder of the intention to transfer its shares in the
Company, informing the number of shares subject to such proposal of sale and to the terms under
which a purchase offering was made, including the price to be paid for each share and the payment
conditions. The shareholder receiving the sales proposal will be entitled to exercise its preemptive
right exclusively for all, and not less than all, shares held by the shareholder intending to transfer
such shares, upon delivery of written acceptance notice within fifteen (15) Business Days after
delivery of sales proposal notice. If the shareholder that received the sales proposal does not
exercise its exercise of the preemptive right, the shareholder disposing of its shares will be free to
sell its shares to third parties within ninety (90) days. Any transfer of shares in the context of a
secondary sale, as part of any initial public offering of the Companys shares, will be subject to the
preemptive right procedure set forth in the Agreement.
Details of clauses
restricting or
binding the right to
vote of members of
the board of
directors
Not applicable.





300
15.6 - Relevant changes in equity interests held by members of the controlling
group and by the issuers management
Relevant changes in the shareholdings of members of the control group and managers during the
last three financial years and the current financial year were described in item 6.5 of this
Reference Form.



301
15.7 - Other relevant information
The Company informs that, regarding item 15.1 and 15.2 above, its indirect controlling
shareholder E.ON SE does not have controlling shareholders, i.e., its controlling interest is widely
held in the market, and that, for this reason, its corporate structure has not been presented.
Additionally, the Company informs that the main resolutions of E. ON SE are approved at the
shareholders meeting.



302
16.1 - Description of issuers rules, policies and practices regarding
transactions with related parties
As provided for in the Companys Corporate Governance Policy, the Companys transactions with
related parties should be based on market conditions, strictly on an arms length basis, according
to applicable legislation and with the Best Corporate Governance practices, including those
provided for in the Novo Mercado Regulations, ensuring transparency and full respect for the best
interest of shareholders, investors, employees and other stakeholders.
In addition, as a good Corporate Governance practice, the Company submits for approval of its
Board of Directors any contracting and business involving related parties. Moreover, the Board of
Directors has authority to prevent and manage situations involving conflict of interests, ensuring
that the interest of the company always prevails.
As also provided for in the Corporate Governance Policy, in the event of a conflict involving the
interests of the Company and those of any shareholder or management member in relation to a
particular matter, such conflict of interests or the existence of a particular interest should be
disclosed by such shareholder or management member, who will declare impediment to
participating in the discussions and resolutions related to the matter.
In addition, as provided for by law, the management members of the Company may not: (i)
perform any act of liberality at the expense of the Company; (ii) receive, by virtue of their offices,
any kind of direct or indirect personal advantage from any third party, without authorization, as
provided for in its bylaws or granted by the general meeting; (iii) borrow funds or properties from
the company, or use in their own benefit properties, services or credit of a company in which they
are interested or owned by third parties, without authorization, as provided for in its bylaws or
granted by the General Meeting; and (iv) engage in any transaction in which they have an interest
conflicting with the interests of the company, or participate in resolutions related thereto taken by
other directors.
The disclosure of the Companys transactions with related parties is made in its interim financial
statements, according to applicable law.




303
16.2 - Information on transactions with related parties

Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
ENEVA Comercializadora de
Energia Ltda.
07/01/2011 R$ 214,387,000.00 R$ 214,387,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Sul Gerao de Energia S.A. 07/01/2011 R$ 181,000.00 R$ 181,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Revenue from reimbursement of costs related to project implementation
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
UTE Porto do A Gerao de
Energia S.A.
07/01/2011 R$ 241,000.00 R$ 241,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary


304
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
ENEVA Comercializadora de
Combustveis Ltda.
07/01/2011 R$327,000.00 R$327,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Seival Participaes S.A. 07/01/2011 R$ 52,000.00 R$ 52,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the



305
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
transaction
EBX Holding Ltda. 07/01/2011 R$ 12,542,000.00 R$ 12,542,000.00 payable R$
12,542,000.00
Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Pecm Operao e
Manuteno Eltrica S.A.
12/04/2012 1,547,000.00 R$ 1,547,000.00 payable 1,547,000.00 31/12/2013 SIM 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Acquisition of spare parts for conveyor belt. Interest rate charged: 110% per year of CDI.
Porto do Pecm Gerao de
Energia S.A.
09/24/2012 260,268,000.00 R$ 260,268,000.00 payable 260,268,000.00 09/30/2013 SIM 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the Loan agreement.


306
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
agreement
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Interest rate charged: 105% per year of the CDI.
Eneva Participaes S.A. 07/01/2011 R$ 5,341,000.00 R$ 5,341,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction

Paranaba Participaes S.A. 07/01/2011 R$ 1,131,000.00 R$ 1,131,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the



307
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
transaction
Seival Gerao de Energia
S.ASul Minerao Ltda.
07/01/2011 R$ 195,000.00 R$ 195,000.00 payable

Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Parnaba II Gerao de Energia
S.A.
07/01/2011 R$ 14,219,000.00 R$ 14,219,000.00 payable

Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Mabe Construo e
Administrao de Projetos Ltda.
07/01/2011 R$ 11,559,000.00 R$ 11,559,000.00 payable

Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the Operational and financial cost sharing agreement.


308
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
agreement
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Parnaba Gs Natural S.A 07/01/2011 R$ 206,138,000.00 R$ 206,138,000.00 payable

R$
206,138,000.00r
03/31/2014 NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
EBX Holding Ltda. 07/01/2011 R$ 2,824,000.00 R$ 2,824,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction


309
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
Eneva Comercializadora de
Energia Ltda.
03/31/2011 R$ 138,478,000.00 R$ 138,478,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Agreement for reimbursement of financial losses from energy purchase and sale transactions.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Copelmi Minerao Ltda. 07/01/2011 R$ 158,000.00 R$ 158,000.00 payable

Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Other parent companies
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction


Eneva Participaes S.A. 07/01/2011 R$ 3,919,000.00 R$ 3,919,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the Operational and financial cost sharing agreement.


310
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
agreement
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Administrative Efficiency
Tau Gerao de Energia Ltda. R$ 444,000.00 R$ 444,000.00 payable Impossible to
assess
Indeterminate NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Revenue from reimbursement of costs related to project implementation
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Porto do Pecm Gerao de
Energia S.A.
11/24/2012 R$ 2,502,000.00 R$ 2,502,000.00 payable R$
2,502,000.00
Indeterminate NO 0.000000
Relationship with the issuer Joint subsidiary
Subject-matter of the
agreement
Asset sharing agreement
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction


311
Related party Transaction date Amount involved
(in Real)
Remaining balance Amount (in
Real)
Term Loan or
other type
of debt
Interest
rate
charged
Porto do Pecm
Transportadora de Minrios
S.A.
01/01/2012 R$ 70,000.00 R$ 70,000.00 payable Impossible to
assess
06/30/2016 NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Service provision of port operation of coal discharge and carriage.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction

MMX Minerao e Metlicos S.A. 04/26/2012 0.00 n/a R$102.00/MWh Until all
contractual
obligations have
been fulfilled
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Power supply contract entered into by and between MMX Minerao e Metlicos S.A. and Eneva Comercializadora de Energia Ltda., with intervenience
from ENEVA. The following shall be produced: (i) 1-8 MW in 2014; (ii) 10-16 MW in 2015; (iii) 200 MW from 2016 to 2018; and (iv) 200 MW from 2019 to
2029 (self-production).
Guarantees and insurance Bank Letter of Guarantee or Performance Bond
Termination or dissolution The possibility exists, in cases of:
(i) Breach of obligation by any of the Parties not remedied within 30 days of notice
(ii) Judicial or Extrajudicial Reorganization of any of the Parties
(iii) Cancellation of agreement registration with CCEE
(iv) Absence of contracted energy registration with CCEE, by seller, twice
(v) Agreement between the Parties


312
Nature of and reason for the
transaction

SIX Automao S.A. 03/20/2012 R$304,810.00 0.00 R$304,810.00 12 months after
start up of the last
thermoelectric
plant
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Agreement for implementation of a supervisory system for viewing the performance indicators of Itaqui, Porto do Pecm, Pecm II, Amapari, Tau and
Parnaba Complex Power Plants
Guarantees and insurance N/A
Termination or dissolution The possibility exists (e.g. breach of obligations, bankruptcy application, reorganization, dissolution or liquidation by sending a notice with 30 days in
advance).
Nature of and reason for the
transaction
MMX Minerao e Metlicos S.A. 01/01/2011 0.00 0.00 01/01/2011 3 years renewable
for successive
periods of 3 years
NO 0.000000
Relationship with the issuer Other related parties
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days
Nature of and reason for the
transaction

OSX Brasil S.A. 01/01/2011 0.00 0.00 Indeterminate 3 years renewable
for successive
NO 0.000000


313
periods of 3 years
Relationship with the issuer Other related parties
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days
Nature of and reason for the
transaction
EBX Holding Ltda. 09/01/2010 0.00 0.00 Impossible to
assess
3 years renewable
for successive
periods of 3 years
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days
Nature of and reason for the
transaction

REX Empreendimentos
Imobilirios S.A.
02/01/2011 0.00 0.00 R$642,865.92 35 years NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Area lease agreement of Pecm II Project.
Guarantees and insurance Guarantee by ENEVA S.A. / Mortgage of real property by REX


314
Termination or dissolution
(i) Bankruptcy or Judicial Reorganization
(ii) Breach of obligation by any of the Parties not remedied within 30 days of notice
Nature of and reason for the
transaction

AVX Taxi Areo Ltda. 04/26/2011 R$2,538,348.00 n/a R$2,538,348.00
(annual cost)
Indeterminate NO 0.000000
Relationship with the
issuer
There are no guarantees or bonds forecast.
Subject-matter of the
agreement
Aircraft Charter Services Agreement.
Guarantees and
insurance
Other related persons
Termination or
dissolution
The agreement may be terminated in the following cases, regardless of notification by any of the parties: (i) bankruptcy,
receivership or dissolution of either party being decreed; and (ii) by extraordinary, unpredictable or uncontrollable events, beyond
the will of the parties, including hypothesis of economic balance loss of the contracting
Nature of and reason
for the transaction
REX Empreendimentos
Imobilirios Ltda.
07/08/2009 R$1,019,045.31 n/a R$1,019,045.31
plus variable cost
For the term of
the
authorization of
Porto do
Pecm to act
as a power
generator.
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Purchase Commitment Agreement of the real property in which Porto do Pecm is located.


315
Guarantees and
insurance
N/A
Termination or
dissolution
(i) In the event of unreasonably termination of the Lease by Porto do Pecm
(ii) In the event of termination of the Lease by the breach of obligations by Porto do Pecm
(iii) Expropriation of real property by the Public Authorities
Nature of and reason for
the transaction
REX Empreendimentos
Imobilirios Ltda.
07/08/2009 R$228,340.92 per year 0.00 R$228,340.92 per year 35 years NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Lease agreement of the real property of the real property in which Porto do Pecm is located, entered into between Porto do Pecm and REX
Guarantees and insurance ENEVA Guarantee, in proportion to its interest.
Termination or dissolution
(i) Just Cause, at the discretion of Pecm
(ii) Breach of obligation by any of the Parties not remedied within 30 days of notice
Nature of and reason for
the transaction

Parnaba Gs Natural S.A. 12/18/2012 R$5.26 0.00 R$5.26 per MMBTU 15 years from the
startup of
Parnaba I
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Natural Gas Supply Agreement for thermoelectric generation purposes by Parnaba I Gerao de Energia S.A.
Guarantees and insurance Corporate guarantee of ENEVA S.A.
Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial
reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (i ii) non-compliance with


316
contractual obligations.
Nature of and reason for
the transaction
Parnaba Gs Natural S.A. 12/18/2012 R$110,810,529.11 R$ 45,128,000.00 R$110,810,529.11/year 15 years from the
startup of
Parnaba
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Lease Agreement of capacity volume of the Gas Plant, entered into by and between Parnaba Gs Natural S.A., Petra Energia S.A. and
Parnaba I Gerao de Energia S.A., for the exclusive purpose of processing of natural gas from production fields for consumption by Parnaba
I.
Guarantees and insurance Guarantee of Parnaiba I
Termination or dissolution In the cases of: (i) breach of relevant contractual obligation, (ii) statement of bankruptcy, insolvency, judicial or extrajudicial reorganization or
liquidation, (iii) transfer of said contract or any rights or obligations, (iv) in the event of termination of CCEARs with no fault of the lessee, (v) in
the event of termination of the Gas Sale Agreement with no fault of the lessee, (vi) acts of God or force majeure (vii) in the case of substantial
inaccuracy of any statement provided for in the agreement.
Nature of and reason for
the transaction

MMX Minerao e Metlicos
S.A.
04/26/2012 0.00 0.00 102.00/MWh Until all
contractual
obligations have
been fulfilled or
in case the prior
conditions for the
implementation
of the self-
production
structure are not
complied with, by
01/01/2019
NO 0.000000


317
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Sale of energy as guarantee for self-production structure.
Guarantees and insurance Bank Letter of Guarantee or Performance Bond, when applicable
Termination or dissolution
(i) Termination of the Commitment Instrument
(ii) Agreement between the Parties
(iii) Full compliance with the obligations
Nature of and reason for
the transaction
LLX Au Operaes
Porturias S.A.
09/24/2012 0.00 0.00 Impossible to assess 3 years,
automatically and
renewable for an
equal period
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Administrative activities sharing Agreement related to environmental management between UTE Porto do Au e a LLX Au.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the
parties cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days
Nature of and reason for
the transaction
LLX Au Operaes
Porturias S.A.
12/24/2012 R$194,220.00 n/a R$194,220.00 4 successive
years of 3
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the Environmental obligations sharing agreement as a result of rent of Porto do Au area.


318
agreement
Guarantees and insurance n/a
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the
parties cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days.
Nature of and reason for
the transaction
LLX Au Operaes
Porturias S.A.
11/24/2010 R$12,390,708.00 0.00 R$12,390,708.00 (paid in
2012)
35 years from the
date of
authorization to
be granted by
ANEEL to
ENEVA for the
operation of UTE
Porto do Au
NO 0.000000
Relationship with the
issuer
Other related persons
Subject-matter of the
agreement
Lease Agreement between LLX Au Operaes Porturias S.A., UTE Porto do Au Energia S.A. and ENEVA S.A. Rental Agreement
(Agreement) of land intended for implementation of Phase I MPX Au e Phase II MPX Au Projects at Super Porto do Au, with a total area
of 224.38 hectares. The following provisions were defined: Initially, the leased area will have 74.79 hectares. With respect to the remaining
149.59 hectares, LLX granted to ENEVA a lease option in which ENEVA may exercise 74.79 hectares up to January 2, 2012 and the
remaining 74.79 hectares up to January 2, 2013, having respected the right of first refusal in case of land disposal to third parties by LLX in
accordance with art. 27 et seq. of Law No. 8245/91.
Guarantees and insurance N/A
Termination or dissolution Breach of contracted obligations, bankruptcy or filing for judicial or extrajudicial reorganization of the parties and non-performance of the
agreement due to acts of God or force majeure for more than 90 days.
Nature of and reason for
the transaction

REX Inversiones S.A. 07/25/2008 0.00 n/a Payments should occur 50 years NO 0.000000


319
only after the entering
into of project financing
agreements
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Lease Agreement of Porto de Castilla area.
Guarantees and insurance N/A
Termination or dissolution Breach of contracted obligations, bankruptcy or filing for judicial or extrajudicial reorganization of the parties and non-performance of the agreement due to
acts of God or force majeure for more than 90 days.
Nature of and reason for the
transaction
Prumo Logstica S.A. 01/01/2011 0.00 0.00 R$185,725.68 received
by ENEVA in 2012
3 years,
automatically
renewable
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial cost sharing agreement.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days.
Nature of and reason for the
transaction

Parnaba Gs Natural S.A. 01/01/2011 0.00 0.00 R$376,347.37 3 years,
automatically
renewable
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the Operational and financial cost sharing agreement.


320
agreement
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days.
Nature of and reason for the
transaction
EBX Holding Ltda. 03/01/2011 R$ 1,803,000.00 0.00 R$ 1,803,000.00, paid in
2012
5 years NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Lease Agreement of the real property for Companys head-offices
Guarantees and insurance Surety in the amount of 3 rents.
Termination or dissolution
If lessees, always taken as a whole, choose to return the real property leased or give cause to termination prior to the end of the term of such lease, by
sending written notice with 180 days in advance. Lessor will be entitled to the receipt, proportionally, in accordance with the fulfilled term of the agreement,
fine, as provided for in said agreement.
Nature of and reason for the
transaction
Minera MMX de Chile S.A. 11/03/2008 0.00 0.00 Costs more 15% plus
VAT
Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial activities cost sharing agreement of MPX Energia de Chile Limitada with MMX Chile.
Guarantees and insurance N/A
Termination or dissolution Upon notice with 30 days in advance.
Nature of and reason for the
transaction


321
REX Inversiones S.A. 11/03/2008 0.00 n/a Costs more 15% plus
VAT
Until all
contractual
obligations have
been fulfilled or in
the case of non
compliance of the
preview conditions
for implementation
of the auto-
production
structure, until
01/01/2019
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Operational and financial activities cost sharing agreement of MPX Energia de Chile Limitada with REX Inversiones.
Guarantees and insurance N/A
Termination or dissolution (i) mutual agreement between the Parties; (ii) breach of relevant contractual terms; (iii) bankruptcy or filing for judicial reorganization; (iv) if the parties
cease to be part of the same economic group; or (v) acts of God or force majeure lasts longer than 120 days
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 R$5.26 0.00 R$5.26 per MMBTU 15 years NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Natural Gas Supply Agreement for UTE Parnaba III.
Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba III should there is a change of control of UTE Parnaiba III.
Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial
reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (iii) non-compliance with contractual
obligations.


322
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 R$6.00 0.00 R$6.00 per MMBTU 15 years, from
October de 2013
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Natural Gas Supply Agreement for UTE Parnaba IV.
Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba IV should there is a change of control of UTE Parnaiba IV.
Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial
reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (iii) non-compliance with contractual
obligations.
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 0.00 n/a n/a Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Free lease agreement for Parnaba III.
Guarantees and insurance N/A
Termination or dissolution In the cases of: (i) agreement between the parties, (ii) breach of contractual obligations, and (iii) bankruptcy, filing for or grant of judicial or extrajudicial
reorganization and judicial or extrajudicial liquidation of any of the parties.
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 R$21,243,628.08 n/a R$21,243,628.08/year Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Lease Agreement of a portion of the total capacity of natural gas processing of THE Gas Plant necessary for Parnaba III.


323
Guarantees and insurance Possibility of Requirement of Payment of Guarantee of UTE Parnaiba III should there is a change of control of Parnaiba III.
Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial
reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (iii) non-compliance with contractual
obligations.
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 R$5.26 n/a R$5.26/MMBTU Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Natural Gas Sale Agreement for Parnaba II.
Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba II should there is a change of control of Parnaiba II.
Termination or dissolution In the cases of (i) non-payment of collection document; (ii) statement of insolvency, voluntary bankruptcy, bankruptcy, judicial or extrajudicial
reorganization, judicial or extrajudicial liquidation and/or intervention of any competent governmental authority, (iii) non-compliance with contractual
obligations.
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 R$8,750,000.00 n/a R$8.75 million/year 15 years from the
beginning of the
commissioning
and testing phase
of the Power Plant
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Lease Agreement of a certain volume of THE Gas Plant, entered into by and between OGX Maranho Petrleo e Gs S.A., Petra Energia S.A. and UTE
Parnaba II Gerao de Energia S.A., for the exclusive purpose of processing of natural gas from production fields for consumption by UTE Parnaba II.
Guarantees and insurance Possibility of Requirement of Payment Guarantee of UTE Parnaiba II should there is a change of control of UTE Parnaiba II.
Termination or dissolution In the cases of: (i) breach of relevant contractual obligation, (ii) statement of bankruptcy, insolvency, judicial or extrajudicial reorganization or liquidation, (iii)
transfer of said contract or any rights or obligations, (iv) in the event of termination of CCEARs with no fault of the lessee, (v) in the event of termination of


324
the Gas Sale Agreement with no fault of the lessee, (vi) acts of God or force majeure (vii) in the case of substantial inaccuracy of any statement provided
for in the agreement.
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 03/26/2013 0.00 n/a Impossible to assess 7 years or up to
the end of
granting of
exploration blocks
NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Preliminary Agreement for Gas Supply and Other Covenants entered into by and between ENEVA S.A., ENEVA Participaes S.A., Parnaba Gs Natural
S.A. and leo e Gs Participaes S.A., defining the key terms and conditions of contracting by each undertaking, the supply of natural gas and the lease
of part of the total capacity of natural gas processing of their Gas Plants.
Guarantees and insurance n/a
Termination or dissolution n/a
Nature of and reason for the
transaction
Parnaba Gs Natural S.A. 07/26/2012 0.00 n/a Impossible to assess Indeterminate NO 0.000000
Relationship with the issuer Other related persons
Subject-matter of the
agreement
Free Lease Agreement for Parnaba IV.
Guarantees and insurance N/A
Termination or dissolution In the cases of: (i) agreement between the parties, (ii) breach of contractual obligations, and (iii) bankruptcy, filing for or grant of judicial or extrajudicial
reorganization and judicial or extrajudicial liquidation of any of the parties.
Nature of and reason for the
transaction
Itaqui Gerao de Energia S.A. 017/31/2012 404,621,000.00 n/a 404,621,000.00 Indeterminate Yes 0.000000


325
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Loan Agreement between ENEVA S.A. and Itaqui.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Loan agreement with interest at 104% of the CDI rate.

Itaqui Gerao de Energia S.A. 03/26/2013 R$ 87,700,000.00 R$ 87,700,000.00 R$ 87,700,000.00 120 days No 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Advance payment for future capital increase.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Parnaba Gerao de Energia
S.A.
03/28/2013 118,000,000.00 118,000,000.00 118,000,000.00 120 days No 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Advance payment for future capital increase.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction


326
OGMP Transporte Areo Ltda. 03/22/2013 150,000.00 150,000.00 150,000.00 120 days No 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Advance payment for future capital increase.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Tau II Gerao de Energia
Ltda.
03/21/2013 R$ 815,000.00 R$ 815,000.00 R$ 815,000.00 120 days No 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Advance payment for future capital increase.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction
Eneva Investimentos S.A. 03/18/2013 3,000.00 3,000.00 3,000.00 No 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Advance payment for future capital increase.
Guarantees and insurance N/A
Termination or dissolution N/A
Nature of and reason for the
transaction


327
Porto do Pecm Gerao de
Energia S.A.
04/10/2013 396,133,676.91

263,085,200.08 Impossible to assess 12/31/2013 or until
the total fulfillment
of the obligations
NO 0.000000
Relationship with the issuer Supply of thermal coal for power generation.
Subject-matter of the
agreement
N/A
Guarantees and insurance Termination due to force majeure (clause 16.4) or failure to comply with the contract (clause 13.3)
Termination or dissolution Supply of thermal coal for power generation.
Nature of and reason for the
transaction
Pecem II Gerao de Energia
SA
108/12/2013 62,547,422.67 21,679,809.08 Impossible to assess 12/31/2013 or until
the total fulfillment
of the obligations
NO 0.000000
Relationship with the issuer Subsidiary
Subject-matter of the
agreement
Supply of thermal coal for power generation.
Guarantees and insurance N/A
Termination or dissolution Termination due to force majeure (clause 16.4) or failure to comply with the contract (clause 13.3)
Nature of and reason for the
transaction
Itaqui Gerao de Energia SA 03/20/2013 196,075,628.37 130,728,196.53 Impossible to assess 12/31/2013 or until
the total fulfillment
of the obligations
NO 0.000000
Relationship with the issuer Supply of thermal coal for power generation.
Subject-matter of the
agreement
N/A


328
Guarantees and insurance Termination due to force majeure (clause 16.4) or failure to comply with the contract (clause 13.3)
Termination or dissolution Supply of thermal coal for power generation.
Nature of and reason for the
transaction





329
16.3 - Identification of measures taken to address conflicts of interest and
statement of the strictly arms length basis of the conditions agreed or proper
compensatory payment

(a) identify measures taken to handle conflicts of interest

The Company has no specific mechanism for identifying conflicts of interest, but relies on
corporate governance practices and those recommended and/or required by the legislation,
including as provided in the Novo Mercado Regulations, which state that shareholders may not
vote on resolutions at a general meeting which relate to a valuation report on assets for which
they are competing for the formation of capital stock, or to the approval of their own accounts
as managers, nor on any others that may benefit them personally, or where their interests
conflict with those of the Company. A resolution taken on the vote of a shareholder whose
interests conflict with those of the Company may be annulled, and the shareholder is
responsible for any damage caused and for restoring to the Company any advantages which
may have accrued.
The Board of Directors, Executive Board and Fiscal Council, if instated, approve all decisions
related to the Company operations, according to the powers granted under the current by-laws.
Thus all the Companys transactions, especially those with related parties, have been duly
submitted to the decision-making bodies of the Company to which they are subordinated,
pursuant to the rules currently in force. Additionally, pursuant to the Corporate Law, no member
of the Company Board of Directors is permitted to vote at any Company meeting or meeting of
the Board of Directors, or to take part in any transaction or business in which the members
interests are in conflict with those of the Company. Company transactions and business with
related parties are in line with market practice and are covered by the proper advance
assessments of their terms, and according to the Companys strict interest in undertaking them.

(b) show the strictly commutative character of the terms agreed or adequate
payment in compensation

Transactions with parties related to the Company will be made based on market conditions,
strictly on an arms length basis, according to applicable legislation and with the best corporate
governance practices, including those provided for in the Novo Mercado Regulations, ensuring
transparency and full respect for the best interest of shareholders, investors, employees and
other stakeholders.


330
17.1 - Information on capital stock
Date of authorization or
approval
Capital amount (in Real) Deadline for payment
Number of common
shares (units)
Number of preferred
shares (units)
Total number of shares
(units)
Capital type Issued Capital
10/21/2013 4,536,608,413.70 702,524,469 0 702,524,469
Capital type Subscribed Capital
10/21/2013 4,536,608,413.70 702,524,469 0 702,524,469
Capital type Paid-in Capital
10/21/2013 4,536,608,413.70 702,524,469 0 702,524,469
Capital type Authorized Capital
- - - - -



331
17.2 - Capital Increases
Date of
resolution
Body
approving
the increase
Date of
issue
Total issue
amount
(in Real)
Type of
increase
Common
(Units)
Preferred
(Units)
Total
shares
(units)
Subscription/Previous
Capital
Price of
issue
Quotation
ratio
03/24/2011 Meeting of the
Board Of
Directors
05/19/2011 96,025.60 Private
subscription
28,160 0 28,160 0.00469284 3.41 R$ per unit
Criteria for determining the
issue price
Fixed amount, according to the Stock Options Plan of the Company, adopted at the Extraordinary General Meeting of the Company held on November 26, 2007,
under the terms of article 171, paragraph 3, of Law No. 6404/76.
Form of payment Cash
02/29/2012 Meeting of the
Board Of
Directors
02/29/2012 414,219.00 Private
subscription
9,633 0 9,633 0.02024225 43.00 R$ per unit
Criteria for determining the
issue price
Price established according to the Deed of the 1st Convertible Debentures Issue.
Form of payment Cash
03/21/2012 Meeting of the
Board Of
Directors
03/21/2012 42,312.00 Private
subscription
984 0 984 0.00206730 43.00 R$ per unit
Criteria for determining the
issue price
Price established according to the Deed of the 1st Convertible Debentures Issue.
Form of payment Cash
03/21/2012 Meeting of the
Board Of
Directors
03/21/2012 25,907.20 Private
subscription
7,040 0 7,040 0.00126576 3.68 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash
05/09/2012 Meeting of the
Board Of
Directors
05/09/2012 176,816.00 Private
subscription
4,112 0 4,112 0.00863869 43.00 R$ per unit
Criteria for determining the
issue price
Price established according to the Deed of the 1st Convertible Debentures Issue.


332
Date of
resolution
Body
approving
the increase
Date of
issue
Total issue
amount
(in Real)
Type of
increase
Common
(Units)
Preferred
(Units)
Total
shares
(units)
Subscription/Previous
Capital
Price of
issue
Quotation
ratio
Form of payment Cash
05/09/2012 Meeting of the
Board Of
Directors
05/09/2012 1,256,177.13 Private
subscription
125,620 0 125,620 0.06136769 10.00 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash
05/24/2012 Meeting of the
Board Of
Directors
05/24/2012 1,429,952,315.00 Private
subscription
33.254.705 0 33.254.705 69.81424156 43.00 R$ per unit
Criteria for determining the
issue price
Price established according to the Deed of the 1st Convertible Debentures Issue.
Form of payment Cash
06/15/2012 Meeting of the
Board Of
Directors
06/15/2012 22,102.00 Private
subscription
514 0 514 0.00080782 43.00 R$ per unit
Criteria for determining the
issue price
Price established according to the Deed of the 1st Convertible Debentures Issue.
Form of payment Cash
07/25/2012 Meeting of the
Board Of
Directors
07/25/2012 1,000,000,063.00 Private
subscription
22,623,796 0 22,623,796 36.54954928 44.20 R$ per unit
Criteria for determining the
issue price
Capital increase made upon private subscription of shares approved at the Meeting of the Board of Directors held on May 24, 2012, defining the price of issue
per share.
Form of payment Cash
01/10/2013 Meeting of the
Board Of
Directors
01/10/2013 247,490.42 Private
subscription
147,480 0 147,480 0.00662445 1.68 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash


333
Date of
resolution
Body
approving
the increase
Date of
issue
Total issue
amount
(in Real)
Type of
increase
Common
(Units)
Preferred
(Units)
Total
shares
(units)
Subscription/Previous
Capital
Price of
issue
Quotation
ratio
02/06/2013 Meeting of the
Board Of
Directors
02/06//2013 95,144.63 Private
subscription
27,000 0 27,000 0.00254652 3.52 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash
04/05/2013 Meeting of the
Board Of
Directors
04/05/2013 114,098.53 Private
subscription
34,500 0 34,500 0.00305374 3.30 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash
05/08/2013 Meeting of the
Board Of
Directors
08/05/2013 99,500.30 Private
subscription
29,250 0 29,250 0.00266295 3.40 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash
09/16/2013 Meeting of the
Board Of
Directors
09/16/2013 799,999,995.15 Private
subscription
124,031,007 0 124,031,007 0.21410019 6.45 R$ per unit
Criteria for determining the
issue price
Capital increase made upon private subscription of shares.
Form of payment Cash
10/21/2013 Meeting of the
Board Of
Directors
10/21/2013 40,097.70 Private
subscription
13,500 0 13,500 0.00000884 2.97 R$ per unit
Criteria for determining the
issue price
Exercise of share subscription options granted according to the Stock Option or Share Subscription Plan of the Company.
Form of payment Cash



334
17.3 - Information on stock splits, reverse stock splits and stock dividends
Date of approval
Number of shares before approval (Units) Number of shares after approval (Units)
Number of common
shares
Number of preferred
shares Total number of shares
Number of common
shares
Number of preferred
shares
Total number of shares
Share split
07/25/2012 192,747,244 0 192,747,244 578,241,732 0 578,241,732


335
17.4 - Information on capital stock decrease
Date of resolution
Date of decrease

Total amount of
decrease (in Real)
Number of common
shares (units)
Number of
preferred shares
(units)
Total number of
shares (units)
Decrease/Previous
Capital
Refunded amount
per share (in Real)
05/24/2012 05/24/2012 750,163,543.01 0 0 0 20.69499100 0.00
Refund form N/A
Reason for decrease Spin-off of ENEVA net assets to be merged into CCX.



336
17.5 - Other relevant information
There is no other relevant information on this item 17.




337
18.1 - Rights of shares

Type of shares or CDA Common
Tag along 100.000000
Right to dividends Under Law No. 6404/76 and the Companys Bylaws the shareholders are
guaranteed the right to a minimum mandatory annual dividend of not less than 25%
of the net income reported in the Companys financial statements, adjusted in
accordance with the provisions set forth in the Companys Bylaws and in Brazilian
Corporation Law.
Right to vote Full
Convertibility No
Right to reimbursement of
capital
Yes
Description of the
characteristics of
reimbursement of capital
In the Company being wound-up, the shareholders will receive the payments
regarding the remaining capital stock, in proportion to their respective share of the
capital stock, after all the Companys obligations have been settled.
Those shareholders who disagree with certain decisions taken by the majority of
shareholders at General Meetings may leave the Company, under the terms set forth
by Law No. 6404/76. For purposes of reimbursement, the share value will be
determined based on the Companys economic value, as calculated by three experts
or a specialized company appointed and chosen in accordance with the provisions of
Article 45 of the Brazilian Corporation Law. It will be up to the Companys board of
directors to set the list with either six names or three names, respectively, of qualified
candidates and institutions to be presented to the Companys shareholders at a
General Meeting for the purpose of assessing the Companys economic value.
Restriction upon circulation No
Conditions for changing the
rights assured by such
securities.
Pursuant to Law No. 6404/76, neither the Companys by-laws nor the decisions
taken by the shareholders at General Meetings can deprive the shareholders of the
following rights: (i) the right to participate in the distribution of the profits; (ii) the right
to participate, in proportion to their respective share of the capital stock, in the
distribution of any assets remaining under the assumption of the Company being
wound-up; (iii) the preemptive right in the subscription for shares, debentures
convertible into shares or subscription warrants, except in the case of specific
circumstances set forth in Brazilian Corporation Law; (iv) the right to inspect, in the
way set forth in Brazilian Corporation Law, the management of the corporate
business; (v) the right to vote at the General Meetings; and (vi) the right to leave the
Company, under the cases set forth in Law No. 6404/76, including merger or
consolidation.
Other relevant characteristics Other relevant characteristics can be found in item 18.10.




338
18.2 - Description of any rules in the bylaws limiting the voting rights of
significant shareholders or requiring them to hold a public offering
Limitations on Voting Rights
There are no statutory rules limiting the voting rights of significant shareholders.
Obligation to hold a public offering
The Novo Mercado Regulations establish that sale of share control of the Company, both by
means of a single operation, as well as by means of successive operations, should be contracted
under suspensive or resolutory conditions, whereby the acquirer undertakes to hold a public
offering for the shares of the other shareholders, in compliance with the conditions and terms in
force under the legislation and the Novo Mercado Regulations, so as to guarantee them an equal
treatment to that given to the controlling shareholder who is selling their shareholding, with there
being an obligation to deliver to the BM&FBOVESPA a declaration that contains the price and
other conditions of the transaction for the sale of share control of the Company.
It will also be necessary for this offer to be made (i) when there is onerous assignment of
subscription rights of shares and of other securities or rights in relation to securities convertible
into shares, which result in the divestiture of share control of the Company; and (ii) in the
divestiture of share control of the company that holds a controlling shareholding in the Company,
with the controlling shareholder that is divesting their interest in this case being obliged to declare
to the BM&FBOVESPA the value attributed to the Company in this divestiture, as well as attaching
documents that support this value.
Under the Novo Mercado Regulations, the party which acquires share control of the Company, as
a result of a private agreement for the purchase and sale of shares signed with the controlling
shareholder involving any number of shares, should make a public offering in the way mentioned
above, in addition to reimbursing to the shareholders an amount equal to the difference between
the public offering price and the amount paid for any shares that may have been acquired on the
stock exchange during the six months prior to the date of the acquisition of share control. Such
amount should be distributed among all the individuals who sold the Companys shares during
those trading sessions in which the acquirer made the acquisitions, in proportion to the net daily
sales balance of each one, it falling to the BM&FBOVESPA to structure the distribution, in
accordance with the terms of its regulations.
The Novo Mercado Regulations also establish that the divesting controlling shareholder is not
allowed to transfer ownership of its shares, and that the Company is not permitted to register any
transfer of shares that represent control, until such time as the acquiring shareholder and those
who may come to hold share control have signed the controlling shareholders Term of Consent as
established in the Novo Mercado Regulations.
Whenever necessary, the purchaser should take all the measures to replace the minimum
percentage of outstanding shares, which consists of 25% of the capital stocks total number of
shares, within the space of the six months following acquisition of control.
The minimum price to be offered under the public offering for acquisition of shares to be made by
the controlling shareholder(s), the group of controlling shareholders or by the Company in the case
of cancellation of the Companys registration as a public company, should correspond to the
Economic Value determined by the valuation report.


339
If the shareholders decide at an Extraordinary General Meeting (i) that the Company should leave
the Novo Mercado in order for its shares to be registered for trading outside the Novo Mercado or
(ii) upon a corporate restructuring which would result in a company that would not be admitted for
trading on the Novo Mercado, the shareholder, or group of shareholders, which has share control
should hold a public offering to acquire the shares of the remaining shareholders. The price to be
offered should correspond, at least, to the economic value determined by the valuation report,
referred to in article 38 of the Companys Bylaws, and complies with the applicable legal and
regulatory rules.



340
18.3 - Description of exceptions and suspensive clauses relating to equity or
political rights set forth in the by-laws
Under the terms of the Companys By-Laws, at the discretion of the Board of Directors, an issue
may be made, without preemptive right or with reduction of the term covered by article 171,
paragraph 4, of the Brazilian Corporation Law, of shares and debentures convertible into shares or
subscription warrants, the placement of which is made by means of sale on the stock exchange or
by public subscription, or even by means of exchange of shares in a public offering for acquisition
of share control, under the terms established by the law, within the limit of authorized capital.
Also under the terms of the Companys By-Laws, within the limit of authorized capital and in
accordance with the plan approved by the shareholders in a general meeting, the Company may
grant stock options to managers and employees, as well as to managers and employees of other
companies that are either directly or indirectly controlled by the Company, with exclusion of the
preemptive right of the shareholders in the granting and in the exercising of the stock options,
under the terms of article 168, paragraph 3, combined with article 171, paragraph 3 of the Brazilian
Corporation Law.


341
18.4 - Trading volume and highest and lowest price quotes for securities traded
Fiscal Year 12/31/2013
Quarter Security Type Class Market Administrative Body
Financial volume
traded (Reais) Highest quote (Reais) Lowest quote (Reais) Quote Factor
03/31/2013 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
20,162,273 11.16 8.97 R$ per Unit
06/30/2013 Shares Common
Stock Exchange
BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
9,894,716 9.40 7.19 R$ per Unit
09/30/2013 Shares Common
Stock Exchange
BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
8,877,533 7.30 4.70 R$ per Unit
12/31/2013 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
8,579,661 4.98 2.57 R$ per Unit
Fiscal Year 12/31/2012
Quarter Security Type Class Market Administrative Body
Financial volume
traded (Reais) Highest quote (Reais) Lowest quote (Reais) Quote Factor
03/31/2012 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
1,700,183,595 14.00 12.64 R$ per Unit
06/30/2012 Shares Common
Stock Exchange
BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
1,733,682,570 14.81 10.01 R$ per Unit
09/30/2012 Shares Common
Stock Exchange
BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
899,124,008 12.74 9.78 R$ per Unit
12/31/2012 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
705,735,638 11.97 9.93 R$ per Unit
Fiscal Year 12/31/2011
Quarter Security Type Class Market Administrative Body
Financial volume
traded (Reais) Highest quote (Reais) Lowest quote (Reais) Quote Factor
03/31/2011 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
1,013.410.266 37.08 24.79 R$ per Unit
06/30/2011 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
1,063.381.892 40.03 34.25 R$ per Unit
03/30/2011 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
827,099.206 39.60 31.35 R$ per Unit
12/31/2011 Shares Common Stock Exchange BM&FBOVESPA S.A. Bolsa de
Valores, Mercadorias e Futuros
874,086.372 47.10 33.80 R$ per Unit


342
18.5 - Description of other securities issued
Security Convertible Debentures
Identification of the security MPXE-D11
Date of issue 06/15/2011
Date of maturity 06/15/2014
Quantity (Units) 21,735,744
Total value (Reais) 1,376,572,069.00
Restrictions upon circulation No
Convertibility Yes. On the date of this Reference Form, 72,711 debentures are
outstanding, the remaining debentures having been fully settled and
converted into common shares issued by the Company.
Condition of convertibility
and effects on capital stock
The Convertible Debentures will be able to be converted based on the
fixed price of R$43.00 per share, and this amount does not take into
account the split of shares representing the Companys share capital
occurred in August 2012.
The conversion price will be simultaneously and proportionally adjusted
whenever there is an increase in capital by means of share bonus, share
split or share grouping, in any form, as from the date of issue, without any
onus for the holders of the Convertible Debentures and in the same
proportion as that established for such events.
Possibility of redemption No
Characteristics of the
securities
The Debentures are registered, book-entry debentures convertible into
common shares issued by the COMPANY, without the issue of certificates.
The Debentures will be secured by floating charge.






343

18.6 Brazilian markets where securities are admitted for trading
The Companys securities are traded on the BM&FBOVESPA (Brazilian Securities, Commodities
and Futures Exchange), and its common shares are traded under the code ENEV3.




344
18.7 - Information about class and type of securities admitted for trading on
foreign markets
Global Depositary Receipts Level 1
Country United States
Market U.S. Over-The-Counter (OTC) Market
The markets administrative body Pink OTC Markets
Date of admission for trading May 8, 2009
Trading segment Level 1
Date of first listing May 8, 2009
Percentage of volume of trades overseas in
relation to the total volume of trade of each
class and type during the last fiscal year
0.09%
Proportion of deposit certificates overseas in
relation to each class and type of share
1 GDR corresponds to 1 common share of the
Company.
Depositary Bank The Bank of New York Mellon
Custodian Institution Banco Ita S.A.




345
18.8 - Public offerings for distribution held by issuer or third parties, including
controlling shareholders and subsidiaries and affiliates, regarding securities of
the issuer
Public offering for distribution of commercial notes July /2012
On July 20, 2012, the Company held a public distribution of 300 commercial promissory notes,
with restricted placement efforts, pursuant to CVM Instruction, No. 476 of January 16, 2009, as
amended (CVM Instruction No. 476), in a single series, in the nominal value per unit of R$1
million, totaling R$300 million, maturing on July 15, 2013, remunerated by variation of 100% of the
DI rate, plus a surcharge of 1.50% p.a. Other characteristics of the commercial notes issued in
July/2012 are outlined in item 18.5 of this Reference Form.
Public offering of distribution of commercial notes - December 2012
On December 14, 2012, the Company held a public distribution of 300 commercial promissory
notes, with restricted placement efforts, pursuant to CVM Instruction, No. 476, in a single series, in
the nominal value per unit of R$1 million, totaling R$300 million, maturing on December 9, 2013,
remunerated by variation of 100% of the DI rate, plus a surcharge of 1.50% p.a. Other
characteristics of the commercial notes issued in December/2012 are outlined in item 18.5 of this
Reference Form.
Besides the offerings mentioned above, during the last three financial years, no other public
offerings for distribution of securities issued by the Company were held by the Company or by third
parties.




346
18.9 - Description of public offerings for acquisition held by the issuer in
respect of shares issued by third parties
During the last three financial years and during the current financial year no public offerings for
acquisition of securities issued by third parties were held by the Company.



347
18.10 - Other relevant information
There is no other information that the Company deems to be relevant in relation to item 18 which
has not been disclosed in the other items of this Reference Form.



348
19.1 - Information on repurchase of shares of the issuer
Justification for non-completion of the chart:
The Company does not have a repurchase plan in place.


349
19.2 - Variation in treasury shares
Justification for non-completion of the chart:
The Company has not kept treasury shares during the last three fiscal years or in the current fiscal
year.



350
19.3 - Information on treasury securities as of the closing date of the last fiscal
year
Justification for non-completion of the chart:
The Company has not kept treasury shares during the last fiscal year.


351

19.4 - Other relevant information
There is no other information that the Company deems to be relevant in relation to item 19 which
has not been disclosed in the other items of this Reference Form.


352

20.1. Information on securities trading policy

Date approved
03/27/2009
Position and/or function According to the Companys Securities Trading Policy (Trading Policy or simply
Policy) the following are regarded as related persons (Connected Persons):
(i) controlling shareholders;
(ii) the Companys Managers (members of the Executive Board and of the Board
of Directors);
(iii) Members of the Fiscal Council;
(iv) members of the Companys other bodies with technical or advisory functions
created by statutory provision; or even
(v) executives and employees who, due to their job, function or position in the
Company, in the controlling companies, in the subsidiaries and in the affiliates or
in the Group in general, have knowledge of privileged information or relevant
information about the Company.
Main characteristics
The aim of the aforementioned Trading Policy is to establish the rules and procedures that should be observed and applied
by the Connected Persons, as defined above, in connection with trading securities issued by the Company, including their
Derivatives (American Depositary Receipts, for example), with a view to preventing the practice of Insider Trading; that is to
say, the utilization of Privileged or Relevant Information, by Connected Persons and regarding which confidentiality should
be maintained, to obtain undue economic advantage, either for themselves or for others, by means of trading, either on
their own behalf or on behalf of third parties, in Securities issued by the Company.
The rules of the aforementioned Policy also define the periods during which Connected Persons should abstain from
trading in Securities issued by the Company (as indicated in the item below), so as to avoid any potential questions or
suspicions in relation to the undue use of Privileged or Relevant Information not disclosed to the public, in the ways set
forth in CVM Instruction n 358/2002 (Instruction 358).
Connected Persons, Linked Persons and Managers who fail to comply with any provision that is included in the Trading
Policy, in addition to being subject to respond to a sanctioning administrative procedure and the application, by the CVM, of
the penalties set forth in article 11 of Law n 6385, of December 7, 1976, are also obliged to reimburse the Company and/or
other Connected Persons, in full and without limitation, for all the losses that the Company and/or other Related Persons
incur and which result, directly or indirectly from the aforesaid violation.

Blackout periods and description
of the inspection procedures
Related Persons are not allowed to trade in securities issued by the Company
during the following periods (blackout periods):
(i) 15 days prior to disclosure of the Companys annual financial statements (DFP)
and quarterly financial statements (ITR);
(ii) from the moment that a Connected Person, Linked Person, executive or
employee of the Company has access to the Privileged Information until such time
that the Relevant Act or Fact in relation to the conclusion of the deal or transaction
that the Privileged Information was related to has been disclosed to the market;
and
(iii) in all those periods in which by virtue of the communication of the DRI, it has
been determined that no trading shall take place.
The Companys Investor Relations Officer is responsible for notifying Connected
Persons of blackout periods.
The prohibitions contained in the Trading Policy include all trading in securities
issued by the Company carried out directly and indirectly by Connected Persons.
Moreover, managers, executives and employees who have left the Company are
not allowed to trade in the Companys securities in accordance with the following
rules:

(i) Managers: for a period of six months after their termination or resignation; and
(ii) Managers, executives and employees: until public disclosure, by the Company,

353

of the Relevant business Act or Fact that began during their period of
management even if it takes more than six months after termination or
resignation in the case of former Managers except if trading in the Companys
shares, after disclosure of the Relevant Act or Fact, might interfere in the
conditions of the aforementioned business activities, to the expense of the
Companys shareholders or the Company itself.
Connected Persons should also direct Linked Persons related to them to comply
with the blackout periods.
Other periods in which there are restrictions on trading: (a) when there is, on the
part of the Companys management, the intention to bring about the consolidation,
spin-off, merger, transformation or corporate restructuring; and (b) when there is,
on the part of the Companys management, the intention to carry out a capital
increase, whether public or private, or to issue debt or debentures.



354

20.2 - Other relevant information
There is no other information that the Company deems to be relevant in relation to item 20 which
has not been disclosed in the other items of this Reference Form.


355

21.1 Description of internal rules, regulations and procedures for disclosing
information
The Company has a Policy on Disclosure and Use of Market Information (Disclosure Policy),
which is described in item 21.2 of this Reference Form, the full content of which can be found on
the Brazilian Securities Commissions site (www.cvm.gov.br) and on the Companys site
(www.eneva.com.br/ri).
In addition, according to the legislation and the CVM rules that are in force, in particular the
Brazilian Corporation Law and CVM Instruction n 358, date January 3, 2002 as amended (CVM
Instruction 358), all and every public company should, as a general rule, at regular intervals
present the CVM (Brazilian Securities Commission) and the BM&FBOVESPA with certain specific
information, such as quarterly financial reports and annual financial statements accompanied by
managements report and the independent auditors opinion, as well as filing with the CVM and the
BM&FBOVESPA any shareholder agreements that exist, notifications regarding shareholders
general meetings and communications in relation to the disclosure of relevant acts or potential
relevant facts.
CVM Instruction 358 also governs the rules regarding the disclosure and or use of information
about relevant acts or facts, including, but not restricted to, those which relate to the disclosure of
information regarding trading in and the acquisition of securities issued by public companies.
These rules:
establish the concept of relevant act or fact which gives rise to the obligation of disclosure.
Included within the concept of relevant act or fact are decisions taken by the controlling
shareholders, resolutions taken by the shareholders in general meeting or by the
companys board of directors, or any other political, administrative, technical, financial or
economic acts or facts related to the companys business that may influence the price of its
shares and/or investors decisions to trade and/or keep these shares or to exercise any
rights underlying these shares;
specify acts or facts that are considered relevant, such as the signing of contracts
foreseeing the transfer of control of the company, the entry or exit of shareholders who
have any operational, administrative, financial or technological agreement or collaboration
with the company as well as the occurrence of any corporate restructuring carried out
among the companies related to the company in question;
oblige the public company to disclose relevant acts or facts to the CVM and to the
BM&FBOVESPA, as well as to the market in general, by means of the publication of the
aforementioned relevant acts or facts in one the following media (i) newspapers of wide
circulation usually used by the aforementioned company; or (ii) at least one (1) news portal
with page in the world wide web, that makes available, in a section free to be accessed,
the information in its whole.
demand that the acquirer of control of a public company disclose a relevant fact, including
its intention, or not, to cancel the companys registration as a public company, within the
space of a year;
demand that the members of the board of directors and of the fiscal council (or of any
technical or consultive body) of a public company disclose to the CVM and to the

356

BM&FBOVESPA the number, type and manner of trading in the shares issued by the
aforementioned company, its subsidiaries and its parent companies, held by the aforesaid
persons, as well as by their spouses, companions and dependents, also informing them of
any changes in the aforementioned shareholdings;
demand that any direct or indirect controlling shareholder, or any shareholder electing
members of the board of directors of a public company who increases or decreases his/her
stake in the aforementioned company by more than 5%, should disclose the information
related to the aforesaid acquisition or disposal; and
prohibit the trading of securities based on privileged information.
Moreover, the Company joined the Novo Mercado, the BM&FBOVESPA special listing segment in
terms of corporate governance which, in addition to the legislation and the applicable CVM
regulations, envisages more rigorous disclosure rules and increases the information to be
disclosed by public companies that adopt such differentiated corporate governance practices.
Among other things, the Novo Mercado Regulations impose the obligation to present cash flow
statements together with the quarterly information and the annual financial statements as well as
the annual disclosure of the schedule of corporate events.
According to the applicable CVM regulations, any decision by a potential controlling shareholder,
decision of the shareholders taken in general meeting or of the Companys administrative bodies,
or any act or fact of a political, administrative, technical, business or economic financial character
that has occurred or which is related to the Companys business, which may influence to a
measurable degree (i) the price of securities issued by it; (ii) investors decisions to purchase, sell
or keep the securities issued by it; or (iii) investors decisions in relation to the exercising of any
rights that relate to the condition of ownership of the securities issued by it, is regarded as a
relevant item of information.
Also, according to the applicable CVM regulations, prior to disclosing to the market any relevant
act or fact that has occurred in connection with the Company, it is prohibited for trading in shares
issued by the Company to be carried out by any of the following: (i) the Company itself; (ii)
potential direct or indirect controlling shareholders; (iii) the companys directors; (iv) the companys
advisors; (v) the members of any of the companys bodies with technical or consultive functions,
created by arrangement; (vi) anyone who, by virtue of their job, function or position in the
company, in the parent companies, subsidiaries or affiliate companies, has knowledge of the
relevant act or fact; (vii) anyone who has knowledge of information related to the relevant act or
fact and knows that it relates to information which has not yet been disclosed to the market, in
particular those who have a commercial or professional relationship with the company or one of
trust, such as independent auditors, market analysts and consultants, whose job it is to check
regarding the disclosure of information prior to trading in securities issued by the company; and
(viii) members of the board of directors who have left the company prior to public disclosure or
business activities or facts that began during their period of management, and who will continue to
be subject to the ban for a period of six months after they have left the company.
The aforementioned ban also prevails whenever there is underway an acquisition or disposal of
shares issued by the Company, subsidiaries, affiliate companies or another company which is
under common control, or if an option or mandate has been granted for the same purpose, as well
as if the company has the intention of promoting incorporation, total or partial split, merger,
transformation or corporate restructuring. The persons mentioned above are also prohibited from
trading in securities issued by the Company during the 15 days prior to the publication of the
quarterly information (ITR) and the financial statements.

357

21.2 - Description of the policy for disclosing relevant acts or facts and of the
procedures for maintaining secrecy about relevant information not disclosed
The Company has a Policy on Disclosure and Use of Market Information (Disclosure Policy or
simply Policy), the purpose of which is to establish guidelines and procedures regarding the use
of relevant information about the Company, as well as maintaining confidentiality with regard to
privileged information, until such time as it is disclosed to the market, under the terms of CVM
Instruction n 358 and CVM Instruction n 369. It is compulsory for Connected Persons to comply
with these directives and procedures. The Disclosure Policy is based on the following principles
and objectives:
to provide complete information to the shareholders and investors;
to guarantee ample and immediate disclosure of Relevant Acts or Facts;
to ensure that all shareholders and investors have equal access to the public information
about the Company;
to make every effort to keep undisclosed Relevant Acts or Facts confidential;
to contribute to the stability and development of the Brazilian capital markets; and
to consolidate good corporate governance practices in the Company.
According to the Disclosure Policy, Relevant Acts or Facts denotes any decision by the
Companys controlling shareholder, decision of the shareholders taken in general meeting or of the
Companys administrative bodies, or any act or fact of a political, administrative, technical,
business or economic financial character that has occurred or which is related to the Companys
business, which may influence to a measurable degree (a) the price of securities issued by the
Company or which are pegged to them; (b) investors decisions to purchase, sell or keep those
securities; and (c) investors decisions in relation to the exercising of any rights that relate to the
condition of ownership of the securities issued by the Company or which are pegged to them, in
particular, but not being restricted to, the acts or facts listed in CVM Instruction 358.
The Disclosure Policy determines that Connected Persons have a duty to maintain confidentiality
regarding privileged information until such time as it is disclosed to the market, and to make every
effort to ensure that subordinates and third parties who they trust do the same, being jointly
responsible with these in the case of failure to observe the duty of confidentiality. It is stressed that
Connected Persons may not use privileged information that they have access to for their own
benefit or for the benefit of third parties.
In addition, Connected Persons should make every effort to ensure that those who have a
commercial or professional relationship or a relationship of trust with the Company, such as
independent auditors, securities analysts, consultants and institutions that belong to the
distribution system also observed this duty. Therefore, Connected Persons will be responsible for
communicating to the Companys Investor Relations Officer all and any Relevant Acts or Facts that
they have knowledge of, and which they know the Companys Investor Relations Officer is not yet
aware of, as well as checking to see if the Companys Investor Relations Officer has taken
measures regarding the disclosure of the respective information. If these individuals confirm that
the Companys Investor Relations Officer has failed in his duty to communicate and disclose, and if
no decision has been made in connection with maintaining confidentiality regarding the Relevant
Act or Fact, they should immediately communicate the Relevant Act or Fact to the CVM in order to
be relieved of the responsibility imposed by the applicable legislation in the case of their failure to
make disclosure.

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The Policy also determines that the Companys Executives and Employees, among other
procedures, should always consult the Investor Relations Officer or the Investor Relations area for
guidance before any interviews or making any pronouncements, in addition to passing on to them
any external contact made by research areas or banks share selling areas and investors in
general. The Companys Executives and Employees should only provide the external public with
information that has been widely disclosed to the market.
Those persons who are subject to the provisions set forth in the Disclosure Policy are obliged to
ensure that information which is disclosed about the Companys equity and financial condition is
correct, complete, continuous and developed through those members of management whose
function this is.
According to the regulations that are in force and the Companys Disclosure Policy, the Companys
Investor Relations Officer is the one who is primarily responsible for communicating and disclosing
the Relevant Act or Fact regarding the Company to the CVM, to the Bovespa and, if it is the case,
to the Stock Markets and Over-the-Counter Market in which the securities issued by the company
are admitted for trading, in a clear and precise way, in language which is objective and accessible
to the investor public, with it being a general rule that this disclosure should be made immediately
after the items occurrence and at the same time to the entire market, by means (i) of publication in
the newspapers with a large circulation that are normally used by the Company; and (ii) making
the respective information available, with at the very least the same content as that furnished to
the CVM and to the BM&FBOVESPA, on the world wide web.
Disclosure of the Relevant Act or Fact should, whenever possible, be made simultaneously to the
CVM and to the market entities where the securities issued by the Company are trade, before the
start of, or after the close of, trading on the BM&FBOVESPA and, if it is the case, to the Stock
Markets and Over-the-Counter Market in which the securities issued by the company are admitted
for trading. When the securities issued by the Company are being traded simultaneously on both
Brazilian as well as Foreign Market Entities, the disclosure should, as a rule, be made before the
start of, or after the close of, business in all the countries. If there is an incompatibility in terms of
the hours, the operating hours of the Brazilian market will take precedence.
It will also be the responsibility of the Companys Investor Relations Officer to evaluate the need to
ask, always simultaneously, both the Brazilian and Foreign Market Entities, to suspend trading in
the securities, for as much time as is necessary to properly disseminate the relevant information, if
it is essential that the disclosure of the Relevant Act or Fact be made during trading hours. The
Companys Investor Relations Officer should provide proof to the Brazilian Market Entities that the
request for the suspension of trading was also made to the Foreign Market Entities.
The Company should immediately disclose any relevant information whenever: (i) the information
is beyond the control of the Company and its bodies, as well as of those who originally had
knowledge of it; and (ii) there are totally atypical oscillations in the quote, price or quantity of
shares traded which may be related to some loss of control of relevant information. And, whenever
the Companys Investor Relations Officer is asked to provide investors with additional clarification
to the communication and the disclosure of the Relevant Act or Fact, or in the case of atypical
oscillations such as those mentioned previously, the Companys Investor Relations Officer should
investigate those individuals with access to the Relevant Acts or Facts, for the purpose of checking
whether these have knowledge of information that should be disclosed to the market.
Under the assumption of broadcasting the Relevant Act or Fact by any whatsoever means of
communication, including press releases, or at class entity meetings, investors, analysts or wi th a

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selected audience, both in Brazil as well as abroad, the Companys Investor Relations Officer
should simultaneously disclose the respective information to the market.
Lastly, it is stressed that, violation of the rules established in the Disclosure Policy, in CVM
Instruction 358/2002 and in the other applicable legal and regulatory provisions may subject the
offending party to answer administrative proceedings and to the application by the CVM, of the
penalties foreseen under the law or in the applicable regulations.
Exception to Disclosure
It may be allowed, in exceptional circumstances, for the Relevant Acts or Facts, not to be
disclosed, if the Companys controlling shareholder or if its board of directors consider that doing
so would jeopardize the Companys legitimate interests, with it being compulsory in this case to
follow the procedures established under the applicable rules.
The Companys controlling shareholder or its board of directors, are obliged, by intermediation of
the Companys Investor Relations Officer or directly, to immediately disclose the Relevant Act or
Fact, in the case of any of the following assumptions:
there are indications that the information has gotten out of control; or
there are atypical oscillations in the quote, price or quantity traded of securities issued by
the Company or which are pegged to them.
Whenever there are doubts, on the part of those who have knowledge of the Relevant Act or Fact,
with regard to the legitimacy of not disclosing the information, the matter should be submitted to
the CVM, in the manner set forth in the applicable rules, with it being up to the CVM to decide
whether or not to disclose it.


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21.3 - Managers in charge of implementing, maintaining, assessing and
inspecting the information disclosure policy
The Investor Relations Officer is the one who is responsible for implementing, maintaining,
monitoring and carrying out the Companys Disclosure Policy.

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21.4 - Other relevant information
There is no other information that the Company deems to be relevant in relation to item 21 which
has not been disclosed in the other items of this Reference Form.

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22.1 - Acquisition or disposal of any relevant asset that is not included in the
issuers ordinary business operations
There was no acquisition of disposal of any relevant asset that is not included in the issuers
normal business operations.


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22.2 - Significant changes in the issuers form of conducting business
There was no significant change in the Companys form of conducting business.


364

22.3 - Relevant agreements entered into by issuer and its subsidiaries which
are not directly related to its operating activities
There are no relevant agreements that have been entered into by the Company or its subsidiaries
which are not directly related to its operating activities.


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22.4 - Other relevant information
There is no other relevant information which has not been disclosed in this Reference Form.