ENEVA S.A. CNPJ/MF (Taxpayer Registration Number) 04.423.567/0001-21 NIRE (Company Registration Number) 33.3.

0028402-8 (Publicly Held Company) Management Proposal for the Ordinary General Shareholders Meeting to be held on April 28th, 2014, at 11:00 a.m., pursuant to the Call Notice published on the date hereof. Dear Shareholders, The Management of ENEVA S.A. (Company or ENEVA), in accordance with its Bylaws and with applicable legislation, in order to serve the interests of the Company, hereby proposes the following, with respect to the Ordinary General Shareholders Meeting: (i) Verify the management accounts, examine, discuss and vote on the financial statements related to the fiscal year ended on December 31 st, 2013: The Companys Management proposes that the Shareholders analyze and, after careful consideration, approve the Financial Statements and Management Report, as approved by the Companys Board of Directors in the meeting held on March 27th, 2014. The Management also recommends the approval of the management accounts and the acknowledgement of the Independent Auditors Report related to the fiscal year that ended on December 31st, 2013. The Financial Statements and the Management Report were published on March 28th, 2014, in the Dirio Oficial do Estado do Rio de Janeiro and in the Dirio Mercantil. The mentioned documents, along with the standardized financial statements form DFP and the comments of the Management regarding the Companys financial status are available on the website of the Brazilian Securities and Exchange Commission (Comisso de Valores Mobilirios CVM) (www.cvm.gov.br), on the BM&FBovespa website (www.bmfbovespa.com.br) and on ENEVAs website (http://ri.eneva.com.br/), pursuant to CVM Rule 481/09.

(ii) Approve the allocation of the income of the fiscal year ended on December 31st, 2013: Considering the negative results of the fiscal year, at R$ 942.5 million, it is not applied any proposition of allocation of the income. In this sense, the presentation of the Annex 9-1-II pursuant of the CVM Rule 481/09 is not applied. (iii) Establish the global annual amount of the management compensation: The Management proposes the approval of an aggregate compensation for the Companys Management in the amount of up to R$8.5 million, to be distributed in accordance with the duties undertaken, the time devoted to the Company and the professional expertise of each member of the Management. This amount, which will not necessarily be fully expended, is comprised of approximately R$300.000,00 (three hundred thousand Reais) for payment of the fixed fees of the members of the Board of Directors and of the Committees related to such governing body. In addition to the compensation detailed above, the members of the Companys Management may exercise and/or receive stock options for subscription of shares of the Company, pursuant to the Companys Stock Purchase or Sub scription Option Program, available on the Companys Investor Relations website (http://ri.eneva.com.br/) and on the CVMs website (www.cvm.gov.br). The proposed remuneration for the Companys Executive Officers of up to R$8.2 million comprises fees and benefits. Pursuant to article 12 of CVM Rule 481/09, additional information related to Management compensation, according to item 13 of the Reference Form, is attached hereto as Annex III. Such information is also available Companys website (http://ri.eneva.com.br/), on the CVMs website (www.cvm.gov.br), and on BM&FBovespas website (www.bmfbovespa.com.br). GENERAL CLARIFICATIONS REGARDING PARTICIPATION IN THE SHAREHOLDERS MEETING: In order to participate in the Meeting, the Shareholders shall be present, in person or by proxy, at the time and place set forth for the Meeting, pursuant to the Call Notice, and shall present the following documents: (a) (i) (ii) Individual Shareholders: Shareholders identification document; Statement of equity participation issued by the custodian of the Companys shares no more than 2 (two) business days prior to the Shareholders Meeting; and, In the event the shareholder is represented by a proxy, the documents listed in item (c) below. Legal Entity Shareholders: Identification document of the legal representative or proxy in attendance; Statement of equity participation issued by the custodian of the Companys shares no more than 2 (two) business days prior to the Shareholders Meeting;

(iii) (b) (i) (ii)

(iii) (iv)

Updated Bylaws or Articles of Association, registered with the relevant authority; Document evidencing the powers of representation: minutes of the meeting in which the legal representative or person who signed the power-of-attorney was elected, as the case may be; In the event the shareholder is represented by a proxy, the documents listed in item (c) below; and, In the event the shareholder is an equity fund, the charter and documents related to its manager listed in item (iv) above.

(v) (vi)

(c) Shareholders represented by proxy: In the event the shareholder prefers to be represented by proxy, such shareholder shall also furnish the following documents: (i) Notarized Power-of-attorney, issued less than one year from the date of the Shareholders Meeting, as legally required (article 126, paragraph 1 of Law 6,404/76). The proxy must be a shareholder, manager of the Company, attorney, financial institution or equity fund manager representing the investors; and Proxys identification document;

(ii)

Note: Proxies granted outside of Brazil shall be notarized by a duly authorized notary, registered with the Brazilian consulate and translated to the Portuguese language by a sworn translator. In order to expedite the organization of the Shareholders Meeting, the Company requests that the above listed documents be delivered at least 2 business days prior to the Shareholders Meeting, by hand delivery, courier or e-mail (in the latter case, the hard copy must be furnished at the Shareholders Meeting) to the following addresses: Hard Copies: Att.: Corporate Governance Praia do Flamengo, 66, 7th floor CEP: 22.210-903, Rio de Janeiro RJ E-mail: Please include in the subject line: Documents Shareholders Meeting of ENEVA - April 28th, 2014 E-mail: secretariacorporativa@eneva.com.br The Company would like to note that the purpose of the prior delivery of the documents is to streamline the proceedings related to the Shareholders Meeting and such prior delivery is not a requirement for participation in the Meeting. Finally, the Company would like to clarify that this Management Proposal, together with the relevant Call Notice, are available at CVMs website (www.cvm.gov.br), at BM&FBOVESPAs website (www.bmfbovespa.com.br), as well as on the Companys Investor Relations (http://ri.eneva.com.br/). Additionally, the documents related to this Call Notice, including those required by CVM Rule 481/09, are available to the shareholders at the Companys head office.

Rio de Janeiro, March 27th, 2014. The Management. Jrgen Kildahl Chairman of the Board of Directors ENEVA S.A.

ANNEX I ITEM 10 OF THE REFERENCE FORM

10.1

General financial and equity conditions

The information given below has been reviewed by the Company Management, and their comments are attached. The figures shown in this section 10 have been extracted from the Company consolidated financial statements for the years ended December 31, 2012, 2011 and 2010 and the quarterly financial statements QFS for the quarter ended March 31, 2013. (a) Managements conditions comments on the general financial and equity

The Company Management has the following comments to make on the general financial and equity conditions of the Company: In the year 2011, our 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 from the energy trader. The Company recorded a loss of US$408.5 million for this year, with consolidated cash position (cash and cash equivalents, marketable securities) at the end of 2011 to R$ 1,380.2 million, consisting mainly of issuance in June year of R$ 1,377 billion in convertible debentures. Loans and financings totaled R$ 3.321 million. In the year 2012, the Company reported a consolidated gross revenue of R$ 54.1 million, which is entirely caused by the Amapari, Comercializadora de Energia e Itaqui operation. Our Company recorded a 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$6,072.4 million, giving a net debt position of R$4,924.8 million. In 2013, the Company reported a consolidated at $ 1.600,3 million gross revenue, this revenue was originated by the operation of subsidiaries Pecm II, Itaqui Parnaba Parnaba and II and Amapari. Our Company recorded loss of R$942.4 million for this year; however, it recorded consolidated cash and cash equivalents of R$277.6 million. On December 31, 2013, loans, financing and debentures totaled R$6,210.5 million. It should be noted that due to the adoption of new accounting practices (IFRS 11), the Company has ceased to record proportionally the revenue from some investees, among which is Comercializadora de Energia and Port of Pecm. The Companys overall liquidity ratio, measured as the sum of current and non current assets over the sum of current and non-current liabilities, was 1.24 as of December 31, 2011, 1.51 as of December 31, 2012, and 1.36 as of December 31, 2013. The Management believes that, as explained in Note 1 Operation Context of the Financial Statement of December 31, 2013, the Company has sufficient financial and equity conditions to implement its business plan and meets its current obligations in the short, medium and long term.

(b) Managements comments on the capital structure and the possibility of redemption of shares or quotas The make-up of our Companys capital structure i s 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 Companys capital structure was made up o f 27% of own capital and 73% of third party capital. On that date, the consolidated equity of MPX was R$ 2,573 billion while the gross debt plus the liabilities to third parties totaled US$ 7,115 billion. As of December 31, 2012, our Companys capital stru cture consisted of 34% of own capital and 66% of third party capital. On that date, the consolidated equity of ENEVA was R$ 2,701 billion while the gross debt plus the liabilities to third parties totaled US$5,338.5 billion. As of December 31, 2011, our C ompanys capital structure consisted of 19% of own capital and 81% of third party capital. On that date, the consolidated equity of ENEVA was R$ 1,370 billion while the gross debt plus the liabilities to third parties totaled US$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 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 MPX Energia S.A., Mr. Eike Furken Batista celebrated at E.ON SE an investment agreement which provides for the following events: (a) On May 29, 2013 E.ON acquired shares of the Company owned by Eike Batista representing approximately 24.5% of the share capital of MPX. (b) At the date of acquisition of the shares of MPX, E.ON and Eike Batista signed a shareholders' agreement, which regulated the exercise of voting rights and restrictions on transfers of shares held by them.

(c) In August 2013, the private capital increase of approximately R$800 million was completed, with a subscription price fixed at R$ 6.45 per share. The Company is working towards a partial settlement and long-term rollover in 2013 these short-term debt and capitalize the company to face the investment needs of potential new projects. (d) Sources of financing for working capital and investments in noncurrent 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 noncurrent assets which are intended to be used to cover liquidity shortfalls TAs stated above, we are arranging to settle part of this short-term finance during 2013, and to replace the rest with long-term debt, so as to provide the capitalization needed for the company to invest in potential new projects. (f) (i) Levels of indebtedness and characteristics of the debt Relevant loan and financing agreements

The following table shows our Companys consolidated indebtedness with financ ial institutions as of December 31, 2013, 2012 and 2011, with the corresponding interest rates and maturity dates. The amounts are stated in thousands of Reais.

Consolidated

12/31/13 Company Itaqui Itaqui Itaqui Itaqui Pecm II Pecm II Pecm II Parnaba I Parnaba I Parnaba I Parnaba I Parnaba II Parnaba II Parnaba II Parnaba II Parnaba II ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A ENEVA S/A Creditor BNDES (Direct) BNB BNDES (Indirect) BNDES (Indirect) BNDES (Direct) BNDES (Direct) BNB BRADESCO Banco Ita BBA BNDES (Direct) BNDES (Direct) Banco Ita BBA Banco HSBC Banco HSBC CEF BNDES Banco Ita BBA Promissory Notes - 1st Issue Banco Citibank Banco Citibank Promissory Notes - 2nd Issue Promissory Notes - 3rd Issue Banco BTG Pactual Banco BTG Pactual Banco BTG Pactual Banco HSBC Banco Citibank Banco Citibank Banco Ita BBA Banco Ita BBA Banco Santander (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (m) (n) (o) (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) (z) (aa) (bb) (cc) (dd) Currency R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ US$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ R$ Interest Rate TJLP+2.78% 10.00% IPCA + TR BNDES+ 4.8% TJLP+4.8% TJLP+2.18% IPCA+ TR BNDES + 2.18% 10.00% CDI+3.00% CDI+3.00% TJLP+1.88% IPCA + TR BNDES + 1.88% CDI+3.00% CDI+3.00% CDI+3.00% CDI+3.00% TJLP+2.40% CDI+2.65% CDI+1.50% CDI+2.95% LIBOR 3M + 1.26% CDI+1.50% CDI+2.95% CDI+3.75% CDI+3.75% CDI+3.75% CDI+2.75% CDI+4.00% CDI+4.00% CDI+2.65% CDI+2.65% CDI+3.25 Maturity 6/15/26 6/15/26 6/15/26 6/15/26 6/15/27 6/15/27 1/31/28 12/18/14 4/15/15 6/15/27 7/15/26 12/30/14 12/31/13 12/31/13 12/30/14 6/15/15 12/16/14 12/15/13 9/22/14 9/27/17 12/9/13 12/25/13 12/9/14 6/9/15 12/9/14 12/12/14 11/3/14 12/9/14 12/5/14 12/9/14 1/15/15 Effective Rate 2.89% 10.14% 4.80% 4.94% 7.24% 13.51% 10.30% 4.49% 3.44% 2.16% 2,17% Transaction cost 11,182 2,892 1,475 2,023 7,803 1,740 4,287 4,593 11,516 16,867 6,953 3,619 Cost to be recognized 9,913 2,727 1,473 1,953 6,091 1,294 3,620 16,860 6,663 3,619 Principal 830,630 201,977 109,302 162,052 710,327 131,607 250,000 48,000 60,670 493,444 215,988 200,000 280,000 280,700 105,790 101,250 117,130 101,912 350,000 370,000 303,825 42,000 100,000 200,000 210,000 66,667 Interest Rate 2,586 857 6,041 632 2,054 42,840 4,070 117 776 1,370 10,408 146 286 223 503 3,107 20 792 2,559 1,196 1,747 879 792 1,618 1,499 336 Total 823.304 200,107 113,870 160,731 706,290 173,153 250,450 48,117 61,446 477,980 219,733 200,146 280,286 280,923 106,293 104,357 117,150 102,705 352,559 371,196 305,572 42,879 100,792 201,618 211,499 67,003 Transaction cost 11,182 2,892 1,475 2,023 7,803 1,740 4,164 4,593 8,917 2,998 1,236 -

12/31/12 Cost to be recognized 10,541 2,816 1,475 2,000 6,854 1,482 3,773 1,571 4,646 2,998 1,237 Principal 898,472 202,322 111,299 175,016 695,027 124,439 235,000 60,000 65,000 495,676 204,388 100,000 125,000 325,000 325,000 105,790 300,000 101,250 102,175 300,000 101,912 Interest Rate 2,772 859 31,378 669 2,002 25,814 3,826 5,634 7,675 392 38 8,189 10,236 21,523 21,523 368 11,595 2,042 18 1,005 372 Total 890,703 200,365 141,202 173,685 690,175 148,772 235,053 64,063 68,029 493,070 203,189 108,189 135,236 346,523 346,523 106,158 311,595 103,292 102,193 301,005 102,284 -

Consolidated

12/31/13 Company ENEVA S/A ENEVA S/A Creditor Morgan Stanley Banco Ita BBA (ee) (ff) Currency R$ R$ Interest Rate CDI+3.25 CDI+3.25 Maturity 1/15/15 1/15/15 Effective Rate Transaction cost Cost to be recognized Principal 66,667 66,667 Interest Rate 336 336 Total 67,003 67,003 Transaction cost -

12/31/12 Cost to be recognized Principal Interest Rate Total -

71,331

54,213

3,339,202

88,129

6,210,520

49,023

39,393

5,152,766

157,929

5,271,303

Cost to be recognized Working Noncurrent 2,606 51,607

Principal 2,322,842 3,853,762

Interest Rate 87,906 223

Total 2,410,748 3,853,984

Cost to be recognized 6,984 32,409

Principal 1,716,403 3,111,363

Interest Rate 110,555 25,852

Total 1,819,974 3,104,806

The table below sets forth the composition of loans of the joint subsidiary Porto do Pecm Gerao de Energia S.A. and the indirect subsidiary MPX Chile Holding Ltda., and Parnaba IV Gerao de Energia S.A., which, as from 2013, by applying the new consolidation rules introduced by the adoption of IFRS 11, we have no obligation to submit financial statements:
Company Pecm I (50%) Pecm I (50%) Pecm I (50%) Chile (50%) Chile (50%) Parnaba IV (35%) Parnaba III (35%) Creditor BNDES (Direct) BID BID Banco Credit Suisse Banco Credit Suisse Banco BTG Pactual Banco Bradesco (gg) (hh) (ii) (jj) (kk) (ll) (mm) Currency R$ US$ US$ US$ US$ R$ R$ Interest Rate TJLP + 2.77% LIBOR + 3.50% LIBOR + 3.00% 8,125% 8,000% CDI + 2.28% CDI + 2.53% Maturity 6/15/26 5/15/26 5/15/22 4/15/15 4/15/15 1/29/14 1/31/14 Effective Rate TJLP + 3.09% LIBOR + 4.67% LIBOR + 4.16% Transaction cost 8,461 8,808 8,939 26,208 12/31/13 Cost to be Principal recognized 4,844 5,296 5,375 15,514 Cost to be recognized 2,481 13,033 740,449 158,142 184,506 10,519 7,013 24,500 42,000 1,167,129 Principal 160,876 1,006,252 12/31/12 Interest Rate 2,312 779 791 183 120 1,796 493 6,475 Interest Rate 6,475 Total 737,918 153,625 179,922 10,702 7,133 26,296 42,493 1,158,089 Total 164,870 993,219 Transaction cost 8,461 8,705 8,814 25,980 Cost to be recognized 5,644 6,196 6,001 17,841 Cost to be recognized 2,609 15,231 Principal 799,685 143,974 173,716 14,907 10,232 1,142,514 Principal 88,083 1,054,432 Interest Rate 2,475 740 782 267 175 4,439 Interest Rate 4,439 Total 796,516 138,518 168,498 15,173 10,408 1,129,113 Total 89,913 1,039,201

Working Noncurrent

Consolidated 12/31/13 Company Itaqui Itaqui Itaqui Itaqui PecemI PecemI PecemI Colombia PecemII PecemII MPX S/A PecemII Colombia Colombia Colombia Chile Chile Colombia Colombia Parnaba I Parnaba I Parnaba I Parnaba I Parnaba I Parnaba I Parnaba I Colombia Parnaba II Parnaba II Parnaba II MPX S/A MPX S/A MPX S/A MPX S/A Creditor BNDES (Direct) (a) BNB (b) BNDES (Indirect) (c) BNDES (Indirect) (d) BNDES (Direct) (e) BID (f) BID (g) Banco Santander (h) BNDES (Direct) (i) BNDES (Direct) (j) Banco Ita BBA (k) BNB (l) Banco de Bogot (m) Banco HSBC (n) Banco de Bogot (o) Banco Credit Suisse (p) Banco Credit Suisse (q) Banco de Bogot (r) Banco HSBC (s) BRADESCO (t) Banco Ita BBA (u) BNDES (Direct) (v) BNDES (Direct) (w) BNDES (Direct) (x) BNDES (Direct) (y) Banco Santander (z) Banco HSBC (aa) Banco Ita BBA (bb) Banco HSBC (cc) CEF (dd) Banco BTG Pactual (ee) Banco Santander (ee) Banco Citibank (ff) Banco Citibank (gg) Currency R$ R$ R$ R$ R$ US$ US$ US$ R$ R$ R$ R$ COP US$ US$ US$ US$ US$ US$ R$ R$ R$ R$ R$ R$ R$ US$ R$ R$ R$ R$ R$ R$ US$ Interest Rate TJLP+2.78% 10.00% IPCA + TR BNDES+ 4.8% TJLP+4.8% TJLP+2.77% LIBOR+3.5% LIBOR+3.0% LIBOR+2.0% TJLP+2.18% IPCA+ TR BNDES + 2.18% CDI+2.85% 10.00% DTF (TA)+2.23% LIBOR+2.0% LIBOR+2.0% 8,13% 8,00% LIBOR+3.5% LIBOR+3.5% CDI+3.00% CDI+3.00% TJLP+2.80% IPCA + TR BNDES + 2.8% TJLP+1.88% IPCA + TR BNDES + 1.88% CDI+3.00% LIBOR+2.65% CDI+3.00% CDI+3.00% CDI+3.00% CDI+1.50% CDI+1.50% CDI+1.15% LIBOR 3M + 1.26% Maturity Effective Rate 6/15/26 2.89% 6/15/26 10.14% 6/15/26 4.94% 6/15/26 4.94% 6/15/26 TJLP + 3.11% 5/15/26 LIBOR + 4.52% 5/15/22 LIBOR + 4.02% 7/5/12 6/15/27 7.67% 6/15/27 9.63% 6/17/13 1/31/28 8.50% 7/3/12 4/13/12 6/13/12 4/15/15 4/15/15 12/19/12 6/18/12 6/26/13 4.49% 6/26/13 6,22% 3/15/13 3/15/13 6/15/27 1,93% 7/15/26 1,93% 6/26/13 8/14/12 9/30/13 9/30/13 11/7/13 7/15/13 7/15/13 9/27/13 9/27/17 Transaction cost 11,182 2,892 1,475 2,023 8,461 8,705 8,814 7,803 1,740 4,164 4,593 8,917 2,998 1,236 Cost to be recognized 10,541 2,816 1,475 2,000 5,644 6,196 6,001 6,854 1,482 3,773 1,571 4,646 2,998 1,236 Principal 898,472 202,322 111,299 175,016 799,685 143,974 173,716 695,027 124,439 105,790 235,000 23,023 15,349 60,000 65,000 495,676 204,388 100,000 125,000 325,000 200,000 100,000 101,250 102,175 Interest Rate 2,772 859 31,378 669 2,475 740 782 2,002 25,814 368 3,826 400 263 5,634 7,675 392 38 8,189 10,236 21,523 7,730 3,865 2,042 18 Total 890,703 200,365 141,202 173,685 796,516 138,518 168,498 690,175 148,772 106,158 235,053 23,423 15,612 64,063 68,029 493,070 203,190 108,189 135,236 346,523 207,730 103,865 103,292 102,193 12/31/12 Transaction Cost to be cost recognized 11,204 2,948 1,358 2,062 8,437 8,052 8,013 7,803 1,740 4,139 11,087 2,917 1,344 2,040 6,428 6,265 6,239 7,316 1,660 4,007 Principal 868,996 202,755 114,470 172,279 735,867 134,856 165,073 45,957 579,717 117,886 105,790 235,000 44,849 67,004 46,895 28,137 18,758 46,895 28,137 75,000 125,000 242,729 157,382 Interest Rate 3,256 861 581 787 2,689 717 772 639 2,029 11,749 495 3,826 821 8 709 536 358 67 37 127 212 228 118 Total 861,165 200,699 113,707 171,026 732,128 129,308 159,606 46,596 574,430 127,975 106,285 234,819 45,670 67,012 47,604 28,673 19,116 46,962 28,174 75,127 125,212 242,957 157,500 -

Consolidated 12/31/13 Company MPX MPX MPX MPX S/A S/A S/A S/A Creditor Banco BTG Pactual Banco Morgan Stanley Banco Citibank Banco BTG Pactual (hh) (hh) (hh) (ii) Currency R$ R$ R$ R$ Interest Rate CDI+1.50% CDI+1.50% CDI+1.50% CDI+1.50% Maturity Effective Rate 12/9/13 12/9/13 12/9/13 12/13/13 Transaction cost 75,003 Cost to be recognized 57,233 Cost to be recognized Working Noncurrent 9,593 47,640 Principal 100,000 100,000 100,000 101,912 5,983,516 Principal 1,809,781 4,173,735 Interest Rate 335 335 335 372 141,066 Interest Rate 115,213 25,852 Total 100,335 100,335 100,335 102,284 6,067,349 Total 1,915,402 4,151,947 12/31/12 Transaction Cost to be cost recognized 55,756 49,303 Cost to be recognized 49,303 Principal 4,359,432 Principal 1,020,230 3,339,202 Interest Rate 31,622 Interest Rate 10,457 21,165 Total 4,341,751 Total 1,030,687 3,311,064

Below is a summary of our Companys principal debt agreements: Itaqui Gerao de Energia S.A. (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 Porto do Itaqui Gerao de Energia S.A. thermoelectric plant, 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$13.6 million and intended for social investments (BNDES Social), pays interest only at the TJLP rate. The BNDES Social line of credit is for a total period of 9 years, with amortization over 6 years and no repayments of principal until July 2012. Interest on these loans is being capitalized during the construction phase. With this the principal balance on December 31, 2013, was R$ 830.6 million. Interest on these loans was capitalized during the construction period. This funding has the traditional package guarantee transactions in the form of Project Finance. (b) To supplement the BNDES financing, Porto do Itaqui Gerao de Energia S.A. thermoelectric plant has raised a loan from BNB-FNE, for a total of R$203 million. The final disbursement was made on July 28, 2011, and the loan is now drawn in full. The BNB loan is for a total period of 17 years, with amortization over 14 years and no repayments of principal until July 2012. The annual cost is 10%. There is a 15% compliance bonus, thus reducing the cost to 8.5% p.a. This funding has the traditional package guarantee transactions in the form of Project Finance. The principal balance on December 31, 2013, was R$ 201.9 million. (c) R$99 million of the indirect BNDES line of credit, for which Banco Bradesco and Banco Votorantim are the agents, has been disbursed to the Porto do Itaqui Gerao de Energia S.A. thermoelectric plant, in respect of sub-loans A, B, C, D and E. This portion of the loan is for a total period of 17 years, with amortization over 14 years and no payments of capital or interest until July 2012. The agreed annual cost is IPCA + BNDES Reference Rate + 4.8% during the construction phase, and IPCA + BNDES Reference Rate + 5.3% when the plant is in operation. Interest on these loans is being capitalized during the construction phase. With this the principal balance on December 31, 2013, was R$ 109.3 million. Interest on these loans was capitalized during the construction period. This funding has the traditional package guarantee transactions in the form of Project Finance. (d) The full amount of sub-loan F, part of the loan described in (c) above, amounting to R$141.8 million, has been disbursed to Itaqui. This part of the loan is for a total period of 17 years, with amortization over 14 years and no payments of capital or interest until July 2012. The agreed annual cost is TJLP + 4.8% during the construction phase and TJLP + 5.3% when the plant is in operation. Interest on these loans is being capitalized during the construction phase. With this the principal balance on December 31, 2013, was R$ 162.0 million. Interest on these loans was capitalized during the construction period. This funding has the traditional package guarantee transactions in the form of Project Finance. Pecm II Gerao de Energia S.A. (Pecm II) (e) By the end of March 2013, Pecm II had drawn down R$615.3 million of the 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 phase). The sub-loans A, B, C and D 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 on these loans is being capitalized during the construction phase. With this the principal balance on December 31, 2013, was R$ 710.3 million. This funding has the traditional package guarantee transactions in the form of Project Finance.
12

(f)

Pecm II has drawn down R$110.1 million, being the full amount of sub-loans E, F, G, H and I under the long-term BNDES financing agreement mentioned in (i) above. 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$22 million, which was part of this line of credit, was transferred to sub-loan A of the preceding item in April 2012. The principal balance on December 31, 2013, was R$ 131.6 million. This funding has the traditional package guarantee transactions in the form of Project Finance.

(g) To supplement the BNDES financing, MPX Pecm II Gerao de Energia S.A. has raised a loan from BNB with FNE funds, for a total of R$250 million, totally drawn. The BNB loan is for a total period of 17 years, with quarterly interest and amortization over 14 years. No repayments of principal are due until February 2014, and the annual cost is 10%. There is a 15% compliance bonus, thus reducing the cost to 8.5% p.a. This funding has the traditional package guarantee transactions in the form of Project Finance. Parnaba Gerao de Energia S.A. (Parnaba I) (h) (i) On December 276, 2011, the Parnaba project raised R$75 million by means of a Bank Credit Note (CCB) issued to Banco Bradesco S/A, having the parent company as a guarantor. This is a bridge loan to finance the installation of the Maranho IV and V thermoelectric plants. Interest is 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. R$90 million of capital, plus interest accrued, was paid off on December 28, 2012, when the long-term loan from BNDES, described in items (j) and (k). On June 26, 2013, the Company renewed the principal balance of US$ 60 million, paying all interest due to date through the new maturity on September 24, 2013 and keeping interest rates at 100% of the CDI rate plus 3% per year. On September 24, Parnaba renegotiated the terms of the contract changing its maturity to October 24, 2013, and subsequently to November 24, 2013. On October 31, 2013, a new renegotiation changed the maturity of the contract to December 18, 2014. Principal and interest will be paid in 15 monthly installments. The principal balance on December 31, 2013, was R$ 48 million. (i) On December 27, 2011, Parnaba raised R$125 million by means of a Bank Credit Note (CCB) issued to Banco Ita BBA, against the guarantee of the parent companies. This is a bridge loan to finance the installation of the Maranho IV and V thermoelectric plants. Interest is 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. R$60 million of capital, plus interest accrued, was paid off on December 2012, when the long-term loan from BNDES, described in items (j) and (k), was released On June 26, 2013, the Company renewed the principal balance of US$ 65 million, paying all interest due to date through the new maturity on September 24, 2013 and keeping interest rates at 100% of CDI plus 3% per year. On this date, a new renegotiation changed the maturity of the contract to October 24, 2015 and later to April 15, 2015. Principal and interest will be paid in 05 monthly installments, starting on April 15, 2014. The principal balance on December 31, 2013, was R$ 60.7 million. Parnaba I drew down R$495.6 million in December 2012, being sub-loans B and C of the long-term BNDES financing agreement totaling R$671 million. These subloans will be amortized in 168 monthly installments, together with interest, starting on July 15, 2013. The agreed cost is TJLP + 1.88% p.a. The principal balance on December 31, 2013, was R$ 493.4 million.

(j)

13

(k) Additionally, Parnaba I drew down R$204.3 million in December 2012, being the full amount of sub-loan A of the long-term BNDES financing agreement referred to in the preceding item. This sub-loan is to be amortized in 13 monthly installments, together with interest, starting on July 15, 2014. The annual cost agreed is IPCA + TR BNDES + 1.88%. Interest on these loans is being capitalized during the construction phase. With this the principal balance on December 31, 2013, was R$ 215.9 million. This funding has the traditional package guarantee transactions in the form of Project Finance. Parnaba II Gerao de Energia S.A. (Parnaba II) (l) On March 30, 2012, the Parnaba II Gerao de Energia S.A. thermoelectric plant raised R$100 million by means of a Bank Credit Note (CCB) issued to Banco Ita BBA, against the guarantee of the parent company. This is a bridge loan to finance the installation of the Parnaba II thermoelectric plant. Interest is 100% of the CDI rate plus 3% p.a., with capital and interest being paid in full when the loan matures on September 30, 2013. The company renegotiated the contract changing its maturity to December 30, 2013. Subsequently, it renegotiated the contract changing its maturity to December 30, 2014 and raised additional funding of R$ 100 million maturing in December 2014. The principal balance at December 31, 2013, 30 corresponds to R$ 200 million.

(m) On March 30, 2012, the Parnaba II Gerao de Energia S.A. thermoelectric plant raised R$125 million by means of a Bank Credit Note (CCB) issued to Banco HSBC, in the amount of R$125 million, against the guarantee of the parent company. This is a bridge loan to finance the installation of the Parnaba II thermoelectric plant. Interest is 100% of the CDI rate plus 3% p.a., with capital and interest being paid in full when the loan matures on September 30, 2013. UTE Parnaba II renegotiated the contract changing its maturity to December 30, 2013. On June 3, 2013, an additional US$ 100 million was disbursed by the bank under the same conditions of the previous disbursement, but with maturity of principal and interest on December 31, 2013. The R$ 225 million of the principal was awarded in December 2013, together with interest accrued to date. (n) On May 2012, the Parnaba II Gerao de Energia S.A. thermoelectric plant raised R$325 million under a Bank Credit Notes (CCBs) agreement with Caixa Econmica Federal, against the guarantee of the parent company. This bridge loan intended to finance the installation of the thermoelectric plant Maranho III, was disbursed in one tranche of US$ 125 million and two of R$ 100 million, on May 8, 2012, May 15, 2012 and May 30, 2012 respectively, and has an annual interest rate of 100% of the CDI rate plus 3% and an original maturity on November 7, 2013 with principal and interest paid in the end. At the time of maturity, the company renegotiated the contract changing its maturity to December 30, 2013. At this date R$ 45 million were settled, plus accrued interest to the date, and renegotiated with the remaining value due on December 30, 2014. The principal balance on December 31, 2013, was R$ 280.0 million. (o) Parnaba II received from BNDES a bridge loan in the amount of R$ 280.7 million at the end of December 2013. These sub-loans will be amortized in a single installment on June 15, 2015, together with interest. The agreed cost is TJLP + 2.40% p.a. ENEVA S.A. (ENEVA) (p) On December 16, 2013, Eneva renegotiated the R$ 105.8 million CCB (Bank Credit Notes), with Banco Ita BBA S.A., paying all interest due until that date, extending the new maturity date to December 16, 2014. The cost corresponds to CDI plus 2.65% per year, with principal and interest paid at the end of the operation. (q) On July 18, 2012, ENEVA S.A. made the first public distribution of 300 trade promissory notes, in a single series, with a nominal value of R$1 million each, for a
14

total amount of R$300 million, maturing 360 days after issue and paying interest at the CDI rate plus 1.5% p.a. The promissory notes were settled in advance June 28, 2013, by the issuance of new promissory notes described in item (u) below. (r) On September 27, 2012, the parent company Eneva S.A issued at Banco Citibank SA a CCB (Bank Credit Notes) in the amount of R$ 101,250 maturing on September 27, 2013. The agreed interest was 100% of CDI plus 1.15% per annum and will be paid at maturity on September 27, 2013. On this date the ENEVA S/A renewed this contract changing the maturity to September 22, 2014 and changing the interest rate to CDI plus 2.95% per annum.

(s) On September 25, 2012, ENEVA S.A. obtained a loan from Citibank N.A. United States through a Credit Agreement, under Central Bank (BACEN) Resolution 4.131, for US$50 million (the equivalent of R$101.5 million). Interest on this raising is fixed at LIBOR + 1.26% p.a., to be paid quarterly. The principal is to be paid halfyearly, with no capital payments until September 26, 2014, and the loan matures on September 27, 2017. As a currency hedge for this raising, ENEVA S.A. entered into a swap operation with Citibank itself. The principal balance at December 31, 2013, was R$ 117 million. See Explanatory Note 18. (t) On December 13, 2012, ENEVA S.A. made the public distribution of 300 trade 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. These promissory notes were settled at maturity.

(u) On December 13, 2013, Eneva S/A made the public distribution of 33 trade 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 31, 2013 and paying interest at the CDI rate plus 2.95% p.a. These promissory notes were settled at maturity. (v) On December 13, 2012, ENEVA S.A. issued a Bank Credit Note (CCB) to Banco BTG Pactual for an amount of R$101.9 million, maturing on December 13, 2013. Interest, which will be payable on maturity, is at 100% of the CDI rate plus 1.5% p.a. At the time of maturity, the line was renegotiated to mature on December 9, 2014. Interest will be paid quarterly to the cost of CDI plus 3.75% p.a. The principal will be paid in full at maturity. (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$350.0 million, maturing on August 7, 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 maturity to December 2, 2013. A new rescheduling postponed the debt maturity to June 9, 2015, with interest to be paid quarterly at CDI + 3.75% p.a. and principal payable at maturity. (x) Eneva issued a Bank Credit Note (CCB) to Banco BTG Pactual for an amount of R$100 million on December 9, 2013 and R$ 270 million on December 26, 2013, both with the principal maturing on December 9, 2014. Interest, to be paid quarterly, is at 100% of the CDI rate plus 3.75% p.a. (y) On March 25, 2013, ENEVA S.A. issued a Bank Credit Note (CCB) to HSBC Bank Brasil S.A. in the amount of R$100 million, maturing on March 25, 2014. Interest, which will be payable on maturity date, was set at 100% of the CDI rate plus 1.75% p.a. The interest accumulated until December 12, 2013 was paid and a new maturity was agreed for December 12, 2014. The spread for this new period will be 2.75% per annum. At the time of renegotiation, the company issued new CCB in the amount of R$ 203.8 million, due on December 12, 2014. The cost corresponds to 100% of CDI plus 2.75% per year, with principal and interest paid at maturity.

15

(z) Eneva contracted with Citibank S.A. a debt of R$ 42 million (as CCB), on November 1, 2013, maturing on November 3, 2014. Interest will be paid quarterly to the cost of 100% of CDI plus 4.00% p.a., and the principal will be paid at maturity. (aa) Eneva issued with Banco Citibank SA CCB (Bank Credit Notes) in the amount of R$ 100 million on December 9, 2013 maturing on December 9, 2014., The agreed interest were 100% of CDI plus 4.00% p.a. with payment of principal and interest at maturity. (bb) Eneva issued with Ita BBA BAC (Bank Credit) in the amount of R$ 200 million on December 5, 2013 maturing on December 5, 2014. The agreed interest was 100% of CDI plus 2.65% per annum and will be paid at maturity. (cc) Eneva issued with Ita BBA CCB (Bank Credit Notes) in the amount of R$ 210 million, on December 9, 2013, maturing on December 9, 2014. The agreed interest was 100% of CDI plus 2.65% per annum and will be paid at maturity. (dd) Due to the OGX Maranho (current Parnaba Gs Natural) negotiations, Eneva acquired from Banco Santander a debt of R$66.6 million (as CCB) on November 04, 2013 with maturity on 15 January 2015. The interest will be paid monthly at the cost of 100% of 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 of maturity of the CCB. The principal will be paid in full at maturity. (ee) Due to the OGX Maranho (current Parnaba Gs Natural) negotiations, Eneva acquired from Morgan Stanley a debt of R$66.6 million (as CCB) on November 04, 2013 with maturity on 15 January 2015. The interest will be paid monthly at the cost of 100% of 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 of maturity of the CCB. The principal will be paid in full at maturity. (ff) Due to the OGX Maranho (current Parnaba Gs Natural) negotiations, Eneva acquired from Ita BBA a debt of R$66.6 million (as CCB) on November 4, 2013 with maturity on 15 January 2015. The interest will be paid monthly at the cost of 100% of 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 of maturity of the CCB. The principal will be paid in full at maturity. Porto do Pecm Gerao de Energia S.A. (Pecm I) (gg) By the end of June 30, 2013, BNDES had released an 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 to be 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 funding has the traditional package guarantee transactions in the form of Project Finance. (hh) (aa) To supplement the direct BNDES loan, Porto do Pecm Gerao de Energia S.A. has raised a direct loan from the Banco Interamericano de Desenvolvimento (BID) (A Loan), amounting to US$147 million. The total disbursed so far is US$143.78 million (the equivalent of R$316,284 as of December 31, 2012). 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.

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(ii)

To supplement the direct BNDES loan, Porto do Pecm Gerao de Energia S.A. has raised an indirect loan from the BID (B Loan), amounting to US$180 million. The total disbursed so far is US$176 million (the equivalent of R$369,012 as of December 31, 2012). 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. entered into a foreign currency loan agreement with Banco Credit Suisse Bahamas on April 13, 2011, with the guarantee of the parent company. The loan was raised in US Dollars for a total of US$15 million (the equivalent of R$21,038 as of December 31, 2012), 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.

MPX Chile Holding Ltda. (MPX Chile) (jj)

(kk) MPX Chile Holding Ltda. entered into a foreign currency loan agreement with Banco Credit Suisse Bahamas on June 29, 2011, with the guarantee of the parent company. The loan was raised in US Dollars for a total of US$10 million (the equivalent of R$20,815 as of December 31, 2012), 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 matures 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 S.A. (Parnaba IV) (ll) On April 29, 2013, the Parnaba IV Project raised R$70 million in a CCB contract (Bank Credit Note) with Banco BTG Pactual. This bridge loan is to finance the deployment of natural gas thermal project signed with Kinross Brasil Minerao S.A. Interest is 100% of the CDI rate plus 2,28% p.a., with capital and interest being paid in full when the loan matures on September 29, 2014.

Parnaba III Gerao de Energia S.A. (Parnaba III) (mm) The Parnaba III Project received on November 25, 2013 from Banco Bradesco a bridge loan in the amount of US$ 120 million with an initial maturity scheduled for January 9, 2014. On this date a new maturity was rescheduled for January 31, 2014. The cost of the bridge loan corresponds to CDI plus 2.53% per annum. The principal and interest shall be paid at the end of the operation. In addition to the above mentioned financing, as from July 2012, the Company disbursed R$500 million as a result of loan agreements subordinated to transactions with IDB, BNDES and BNB, of which R$150 million to Porto do Pecm Gerao de Energia S.A. and R$350 million to UET Porto do Itaqui 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 as defined in Circular Letter CVM/SEP/No. 01/2013 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.

17

As of March 31, 2013, the Companys total consolidated debt of any nature was 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. As of December 31, 2012, of the Companys total consolidated debt of any nature, amounting to R$6,746.6 million, R$3,898.3 million 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$2,848.4 million. The table below shows the financial debt and the non-financial debt and the Companys total indebtedness for the periods indicated:
(in thousands of R$) Financial Debt Non-financial Debt Total Indebtedness 03/31/2013 5,459,825 617,949 6,077,774 12/31/2012 6,067,349 679,256 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

Our Company and its subsidiaries have no long-term relationships with financial institutions, other than 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 of monitoring the financial condition of the Company and its subsidiaries by lenders involved in financial contracts, some of them include specific financial covenants clauses. The financing agreements for the projects Porto do Pecm Gerao de Energia S.A., Pecm II Gerao de Energia S.A., Itaqui Gerao de Energia S.A. e Parnaba Gerao de Energia S.A. contain specifications indexes (coverage ratio of debt service - operating cash flow divided by the annual debt service) minimum intended to measure the ability to pay interest expense to EBITDA ("earnings before interest, taxes, depreciation and amortization"). On December 31, 2013 all financial covenants under the contracts were met. Some financing agreements also contain clauses with non-financial covenants, usual market and summarized below, which in December 31, 2013 are fully met. i. Obligation to submit periodic financial statements to lenders;
18

ii. iii. iv. v. vi.

Right of creditors to undertake inspections and visits their premises; Obligation to keep up to date with respect to tax, labor and social security obligations; Obligation to maintain existing material contracts for its operations; Comply with environmental legislation and maintain the necessary licenses for their operations; Contractual restrictions on related party transactions and dispositions of assets outside the ordinary course of business, i.e., any related transaction or disposition of assets that are proven to provide significant change in the economic capacity of the Company's shares; Restrictions on the direct or indirect change of control in the control group and the Company's material change in the corporate purpose and the incorporation of debtors, since not approved by creditors; and Hiring of additional debt on projects with project finance and guarantees share since not approved by the creditors of the respective projects.

vii.

viii.

No cases of non-compliance with financial covenants clauses were identified and nonfinancial until 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 March 31, 2013:

R$ MM

Disbursed

Porto do Pecm Gerao de Energia S.A 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, 2011, a total of R$1.282 billion had been disbursed. The undertaking also has a financing agreement with the Inter-American Development Bank (IBD), 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 March 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 total period of 13 years, including 10 years of amortization and no
19

repayments of principal until July 2012. As of March 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%. UTE Porto do Itaqui Gerao de Energia S.A. 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 March 31, 2013, a total of R$7771 million had been disbursed. As a supplement to the direct BNDES line of credit, the Porto do Itaqui thermoelectric plant 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 March 31, 2013, the totality of the loan had been disbursed. In addition to the direct and indirect BNDES financing, the Porto do Itaqui Gerao de Energia S.A. 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 repayments of principal 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 March 31, 2013, a total of R$203 million had been disbursed. Pecm II Gerao de Energia SA (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 annual cost agreed is IPCA + TR BNDES + 2.18%. As of March 31, 2013, a total of R$718 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 March 31, 2013, the loan totaling R$250 million had been disbursed. UTE Parnaba Gerao de Energia S.A. 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%
20

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 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 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 amortized in 168 monthly installments, together with interest, starting on July 15, 2013. The agreed cost is TJLP + 1.88% p.a. 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 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. Our summary financial statements for the years ended December 31, 2012, 2011 and 2010, were extracted from our consolidated financial statements, which were prepared under the responsibility of our management and according to the IFRS and the accounting practices adopted in Brazil, both in force on December 31, 2012. 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: 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.
21

The adoption of IFRS 10 and IFRS 11 was made retroactively regarding the quarterly financial statements for the period ended December 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., UTE MPX Sul Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., Porto do A II Energia S.A. and MPX E.ON Participaes S.A. were assessed at the equity method in the individual and consolidated quarterly statements for the three-months ended March 31, 2013 and 2012. Comparison of our consolidated income in the three-month periods ended March 31, 2013 and March 31, 2012. The statements of income for the three month-period ended March 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 three-month period ended December 31, 2012.
(In thousands of Reais) Consolidated

2013

AV

2012 (Presenting again)

AV

Var13/12

Revenue of goods and/or services sold Cost of goods and/or services sold Gross result Operating revenue/expenses General and administrative Personnel and administrators Other expenses Third Party Services Depreciation and Amortization Leasing and rents

1,438,831 (1,507,047) (68,216) (358,957) (167,261) (79,762) (12,323) (64,803) (3,125) (7,248)

100% -105% -5% -25% -12% -6% -1% -5% 0% -1% 0%

48,786 (50,949) (2,163) (404,708) (231,026) (111,440) (12,411) (92,139) (2,788) (12,248)

100% -104% -4% -830% -474% -228% -25% -189% -6% -25% 0%

2849% 2858% 3054% -11% -28% -28% -1% -30% 12% -41% 0% 266% 157% -47% 723% -98% 0% 0% -3% 0% 5% 0% 459% -135% -39% -101% -17%

Other operational revenues Other operational expenses Unsecured Liabilities Losses on disposal of assets Provision for loss on investment Loss for the period BCC Others Equity income

4,424 (43,108) (7,717) (7,231) (23) (24,617) (3,520) (153,012)

0% -3% -1% -1% 0% -2% 0% -11% 0%

1,208 (16,787) (14,671) (879) (1,237) (158,103)

2% -34% -30% -2% -3% 0% 0% -324% 0%

Income before net financial revenues (expenses) and taxes

(427,173)

-30% 0%

(406,871)

-834% 0%

Financial result Financial revenues Positive Exchange Rate Debenture Fair Value Financial Application

(506,096) 88,513 15,346 (479) 63,707

-35% 6% 1% 0% 4%

(90,459) (249,822) 25,086 62,482 76,599

-185% -512% 51% 128% 157%

22

Derivatives Other financial revenues Financial expenses Negative Exchange Rate Derivatives Debenture interest rate/costs Debenture Fair Value Debt Charges Financial Consultancy Other financial expenses

2,728 7,211 (594,609) (33,745) (3,339) (786) (364,832) (123,093) (68,814)

0% 1% -41% -2% 0% 0% 0% -25% -9% -5% 0%

(422,684) 8,695 159,363 (16,479) 398,638 (130,863) (47,248) (44,685)

-866% 18% 327% -34% 817% -268% 0% -97% 0% -92% 0%

-101% -17% -473% 105% -101% -99% 0% 672% 0% 54% 0% 88% 0% -118% 95% -111% 0% 117% 0% 117% 0% 117% -363%

Results before income taxes

(933,269)

-65% 0%

(497,330)

-1019% 0%

Income tax and social contribution - current Current Deferred

(11,152) (3,744) (7,408)

-1% 0% -1% 0%

62,876 (1,921) 64,797

129% -4% 133% 0%

Net Profit of Fiscal Year

(944,421) -

-66% 0% -66% 0% -66% 0%

(434,454) (434,454) (435,202) 748

-891% 0% -891% 0% -892% 2%

Loss of Fiscal Year

(944,421) -

Attributable to controlling shareholders Interest of Non-controlling shareholders

(942,455) (1,966)

Net Operational Revenue The Companys net operating revenues went from R$48.7 million in the period ended December 31, 2012 to R$1,438.8 million in the period ended December 31, 2013, representing an increase of 2,849%. The Companys Management believes that this variation was primarily due to the fact that Parnaba I and Itaqui thermoelectric plants projects intensified their business operations in the first quarter of 2013, which increased the sales of energy of the Company and its subsidiaries by 158% against the same period in the year 2012. Consolidated net revenues consists principally of revenue from Energy Trading Contracts in the Regulated Environment (CCEAR) Itaqui, Pecm I and II and Parnaba by an independent producer contract on the open market Parnaba II. Itaqui: Net revenue impacted by the revision of the criteria to be applied for compensation in case of delay in the commencement of commercial operation of the plant, approved by ANEEL in December 2013. Previously, the criteria for reimbursement provided that the reimbursement was based on the plants cost-benefit index (ICB), i.e., the estimated cost of the plant to the National Integrated System (SIN) at the time of the auction in which the plant sold energy. The new methodology determines the criteria for reimbursement is based on the cost effective index ("online") from the plant to the SIN (ICB Online), if it were available. The decision was retroactive to the commencement date of CCEAR on December 20, 2012, resulting in an additional revenue of R$ 17.2 million during 4Q13. Pecm II: The plant received approval to begin commercial operation on October 18, 2013. Net revenue in 4Q13, totaling R$ 146.6 million was positively impacted by the adoption of the new criteria for reimbursement ICB Online (US$ 6.1 million) and the injunction granted Pecm II the right to receive a fixed income from September 2013 until the date of commencement of commercial operations (US$ 31 million). In August 2013, the board of ANEEL determined the postponement of the start of the Trading
23

Agreements in the Regulated Electricity (CCEARs) of Pecm II until the beginning of commercial operation of the substation and transmission line, which took place in October. As the plant was ready for operation on July 1, 2013, the Company filed an injunction against Aneel, requesting that the fixed charges were paid starting from July. In September, an injunction from the Federal Court ruled that Pecm II had the right to receive fixed income from the date of the injunction until the date of commercial operation. The company is awaiting a court decision on their right to receive fixed income for the months of July and August 2013, worth R$ 48 million. Parnaba I: The plant received approval to begin commercial operation in partially February 1, 2013 (1 turbine) and totally on February 17, 2013 (2nd turbine). Net revenue in 4Q13, totaling R$ 239 million. Parnaba II: Net revenue totaled R$ 9.1 million related to a contract on the open 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 on 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 on 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 in which 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 on December 31, 2012 to R$68.2 million in the period ended on 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 on December 31, 2012 to R$167 million in the period ended on December 31, 2013, representing a decrease by 28%. The Companys Management believes that this reduction was mainly due to the reduction of stock options expenses that resulted, mainly, from the shorter number of open options and the decrease of stock prices compared to 2012, smaller provision of bonus compared to the period in 2012, average wage increase of 8% after the completion of the annual collective negotiation process and labor costs related to dismissals.
24

Equity Pick-up Equity pick-up went from an expense of R$158 million in the period ended on December 31, 2012 to an expense of R$153 million in the period ended on December 31, 2013, which represents a decrease of 3%. Net Financial Result Net financial result went from R$90.5 million in expenses in the period ended on December 31, 2012 to R$506.1 million in expenses in the period ended on December 31, 2013, representing an increase of 460%. The increase was affected, mainly, by the growth of expenses with debt service charges in the Parent Company, Itaqui, Pecm II and Parnaba II. With the end of the grace periods of long term financings in Itaqui, Pecm II and Parnaba II, the debt interests, which so far were mostly capitalized, started to cause an impact in the results. The growth of charges in the Parent Company is justified by the debt increase due to the contribution need in the subsidiaries to buy energy facing the delay to begin the commercial operation in the plants and to cover unavailability costs. The net financial result was also affected by the increase in other financial expenses, arising from taxes on financial operations and structuring charges related to the holdings debt refinancing, completed on December, 2013. Income tax and social contribution deferred The amounts regarding income tax and social contribution went from R$64.8 million of revenue in the period ended on December 31, 2012 to R$7.4 million in the period ended on December 31, 2013, representing a decrease of 111%. The Companys Management believes that this variation was mainly due to a decrease in the Parent Companys deferred taxes amounting to R$114 million. Loss for the year The Companys loss for the year rose from R$435.2 million in the period ended on December 31, 2012, to R$942.5 million in the period ended on December 31, 2013, an increase of 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 in the 2012 and 2011 financial statements, both represented, are explained below. However, with the application of the IFRS 11, starting January 1 st 2013, the investiments in the subsidiaries together with 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 E.ON Participaes S.A. are evaluated by equity pick-up in individual and consolidated financial statements. Previously, these investments were consolidated proportionally.
2012 (Resubmitted) Revenues for assets and/or services sale Cost of goods and/or services sold 48.786 (50.949) 100% -104% AV 2011 (Resubmitted) 167.873 (162.214) 100% -97% -71% -69% AV Var12/11

25

Gross balance Operating expenses/revenues General and Administrative Staff and Managers Other expenses Third-party expenses Depreciation and Amortization Leases and Rents

(2.163) (404.708) (231.026) (111.440) (12.411) (92.139) (2.788) (12.248)

-4% -830% -474% -228% -25% -189% -6% -25% 0%

5.659 (371.999) (270.414) (146.349) (16.751) (90.323) (3.289) (13.703)

3% -222% -161% -87% -10% -54% -2% -8% 0%

-138% 9% -15% -24% -26% 2% -15% -11% 0% 7% -55% 0% 631% -97% 0% 0% 141% 0% 11% 0% -42% -157% 364%

Other operational revenues Other operational expenses Unsecured obligations Losses in disposal of assets Provision for loss in Investment Decreas in CCC Benefit Others Equity pick-up balance

1.208 (16.787) (14.671) (879) (1.237) (158.103)

2% -34% -30% -2% -3% 0% 0% -324% 0%

1.128 (37.060) (120) (36.940) -

1% -22% 0% 0% -22% 0% 0%

(65.653)

-39% 0%

Result before the financial result and tax rates on profit

(406.871)

-834% 0%

(366.340)

-218% 0%

Financial Result Financial Revenues Positive Exchange Variation Debenture Fair Value Aplicao Financeira Derivative financial instruments Other financial revenues Financial Expenses Negative Exchange Variation Derivative financial instruments Debenture Interests/Costs Debenture Fair Value Debt Charges Other financial expenses

(90.459) (249.822) 25.086 62.482 76.599 (422.684) 8.695 159.363 (16.479) 398.638 (130.863) (47.248) (44.685)

-185% -512% 51% 128% 157% -866% 18% 327% -34% 817% -268% 0% -97% -92% 0%

(154.808) 441.799 5.401 97.305 333.098 5.995 (596.607) (17.376) (383.611) (53.875) (62.003) (3.865) (75.878)

-92% 263% 3% 0% 58% 198% 4% -355% -10% -229% -32% -37% -2% -45% 0%

-21% -227% 45% -127% -5% -204% 143% -100% 1123% -41% 0% -5% 0% -47% -61% -48% 0% 8% 0% 8% 0%

Result before the tax rates on profit

(497.330)

-1019% 0%

(521.148)

-310% 0%

Income Tax and Social Contribution on Profit Current Deferred

62.876 (1.921) 64.797

129% -4% 133% 0%

119.286 (4.867) 124.152

71% -3% 74% 0%

Year Net Profit

(434.454) -

-891% 0% -891% 0%

(401.862) (401.862) -

-239% 0% -239% 0%

Year Losses

(434.454) -

26

Assigned to controlling stockholders Assigned to non-controlling stockholders

(435.202) 748

-892% 2%

(408.553) 6.691

-243% 4%

7% -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 in order to meet IFRS 11 the investments in subsidiraries together with Porto do Pecm Gerao de Energia S.A, Proto do Pecm Transportadora de Minrios S.A., OGMP Transporte Areo Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A., MABE Construo e 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., that starting on January 1st 2013, will be evaluated by equity pick-up in individual and consolidates financial statements. Previously, these investments were consolidated proportionally. 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 decrease of 69%. The increase in the purchase of electrical energy is due to the fulfillment of the obligations of energy supply that the subsidiaries have vis--vis regulatory bodies, under CCEAR agreements, which require the supply of 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 million for the year ended December 31, 2011, to gross loss of R$106.6 million for the 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 an 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 three-month period ended March 31, 2011 to an expense of R$34.2 million in the three-month period ended March 31, 2012, which represents an increase of 24%. Management understands this increased occurred mainly due to the result recorded by the subsidiary Parnaba Gs Natural (formerly OGX Maranho). Net financial revenues (expenses) Financial revenues Financial revenues increased from R$106.3 million in the fiscal year ended December
27

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 ustria to CCX Carvo da Colmbia, the 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 Balance Sheet Accounts in 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 (Resubmitted) 2013 AV 2012 AV VAR13/12

Total Assets

9.689.212

100%

8.039.595

100%

21%

Cash and cash equivalents Marketable Securities

277.582 -

3%

519.277 3.441

6% 0%

-47% -100%

28

Accounts receivable Subsidies receivable Fuel Consumption Account Inventories Prepaid expenses Recoverable taxes Gains on derivatives Miscellaneous advances Linked deposits Dividends receivable Other credits

294.396 30.802 78.376 9.825 47.651 4.171 5.001 38 -

3% 0% 1% 0% 0% 0% 0% 0%

21.345 17.561 142.687 19.351 37.410 3.018 1.783 35 -

0% 0% 2% 0% 0% 0% 0% 0%

1279% 75% -45% -49% 27% 38% 180% 7%

Current

747.842

8%

765.908

10%

-2%

Prepaid expenses Linked deposits Subsidies receivable Fuel Consumption Account Recoverable taxes Deferred Income Tax and Social Contribution Loans with subsidiaries and grouped subsidiaries Accounts receivable with other linked persons Accounts receivable with subsidiaries and grouped subsidiaries Advance for Future Capital Increase with subsidiaries and group subsidiaries Embedded derivatives Other credits

2.905 118.606 14.614 302.327 191.968 218.680 117.372 150 0 60

0% 1% 0% 0% 3% 2% 2% 1% 0% 0% 0%

8.494 135.648 24.617 24.034 305.548 134.926 1.134 6.793 12.425 479 -

0% 2% 0% 0% 4% 2% 0% 0% 0% 0% 0%

-66% -13% -100% -39% -1% 42% 19176% 1628% -99% -100% 0%

Non-current

966.682

10%

654.098

8%

48%

Investment

941.853

10%

833.955

10%

13%

Fixed Assets

6.819.454

70%

5.570.399

69%

22%

Intangble Assets

213.381

2%

215.236

3%

-1%

Consolidated (Resubmitted) 2013 AV 2012 AV VAR13/12

Total Obligations

9.689.212

100%

8.039.596

100%

21%

Suppliers Loans e financings Debits with subsidiaries Debits with Parent Company

331.216 2.408.142 -

3% 25% 0% 0%

115.261 1.819.974 26.783

1% 23% 0% 0%

187% 32% 0% -100%

29

Debits with other related parts Debentures Taxes and contributions payble Social and Labor Obligations Losses in opreations with derivatives Contractual reserve Profit sharing Dividends payable Other liabilites

112 45.934 16.770 84.789 8.148 83.748

0% 0% 0% 0% 0% 1% 0% 0% 1%

3.989 111 7.241 9.863 22.951 77.374 20.633 1.960 3.325

0% 0% 0% 0% 0% 1% 0% 0% 0%

-100% 1% 534% 70% -100% 10% -61% -100% 2419%

Current

2.978.859

31%

2.109.465

26%

41%

Loans e financings Debits with other related parts Debentures Embedded derivatives Losses in opreations with derivatives Provision for unsecured obligations Deferred Income Tax and Social Contribution Provision for decomissioning Other provisions

3.802.378 307.720 5.239 9.286 9.591 2.266 -

39% 3% 0% 0% 0% 0% 0% 0% 0%

3.104.806 430 4.954 94.797 19.840 2.048 2.118 -

39% 0% 0% 0% 1% 0% 0% 0% 0%

22% 71386% 6% 0% -100% -53% 368% 7% 0%

Non-current

4.136.480

43%

3.228.993

40%

28%

Liquid Assets Share Capital Capital reserve Equity valuation adjustments Accumulated losses 4.532.313 350.514 (53.284) (2.379.303) 47% 4% -1% -25% 3.731.734 321.904 (119.067) (1.384.971) 46% 4% -1% -17% 21% 9% -55% 72%

Liquid assets attributable to controlling stockholders

2.450.240

25%

2.549.600

32%

-4%

Participation of non-controlling stockholders

123.633

1%

151.538

2%

-18%

Total liquid asstes

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 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 31%. The
30

Companys Management believes that this variation was mainly due to capital expenditure (CAPEX), mainly in Parnaba I TPP, Parnaba II TTP 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, the beginning of operations of Pecm II, resulting in an increase in energy sales of the Company and its subsidiaries in relation to the same period in the year 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 Management believes that this variation was mainly due to the use of coal in electricity generation process, mainly by Porto de Itaqui plant. Taxes recoverable Accounts receivable went from R$37.4 million on December 31, 2012 to R$47.6 million on December 31, 2013, representing an increase of 27%. 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 + intangible) went from R$7,237.7 million on December 31, 2012 to R$8.941,4 million on December 31, 2013, representing an increase of 6%. 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 on December 31, 2013, representing an increase of 17%. The Companys Management believes that such variation was mainly due the creation by the Company and E.ON of the joint venture Eneva E.ON Participaes S.A. in May 2012, the Company ceased to consolidate, totally and proportionally, its equity interests in the following companies: UTE Sul, Porto do A, MPX Chile, Porto do A II, Seival Participaes, MPX Comercializadora de Energia, Eneva Solar e 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 from other linked persons The values referring 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%. This variation was mainly due to the loan given to PGN (R$204 million) for payment of financial costs. Accounts receivable with subsidiaries and grouped subsidiaries The values referring to accounts receivable went from R$6.8 million on December 31, 2012 to R$117.3 million on December 31, 2013, representing an increase of 1628%. This variation was mainly due to the payment of coal from Pecm I.
31

Fixed Assets The values referring to fixed assets 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 - TPP Parnaba I, Parnaba II and Parnaba III. Current obligations Our current obligations went from R$2,109.5 million on December 31, 2012 to R$978.8 million on December 31, 2013, representing an increase of 187%. Management believes that this variation was mainly due to the following reasons: 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 TPPs, especially Porto de Itaqui, Parnaba I TPP and Parnaba II TPP. Loans and financing The amounts regarding loans and financing went from R$1,820.0 million on December 31, 2012 to R$2,408 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 payable Tax and contributions payable increased from R$7.2 million on December 31, 2012 to R$39.745.9 million on December 31, 2013, representing an increase of 534%. The Company Management believes that such increase was mainly due to PIS and COFINS incurred on revenues generated from Porto de Itaqui and Parnaba I TPP. Other obligations The value referring to other obligations went from R$43.3 million on December 31, 2012 to R$83.7 million on December 31, 2013, representing an increase of 534%. Management believes that this increase was mainly due to unavailability costs arising from Itaqui, Parnaba I and Pecm II thermal plants shutdown. Non-current Obligations Our non-current obligations 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 1%. The Company 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$4307.7 million on December 31, 2013, representing an increase of 71386%. The Companys Management believes that this variation was mainly due to Itaquis energy purchase obligation to Eneva Comercializadora de Energia. Comparison of the Main Consolidated Balance Sheet Accounts in December 31, 2012 and December 31, 2011. The consolidated balance sheets as of December 31, 2012 and 2011 consider the accounting practices implemented on January 1st, 2013 wich were retroactively adjusted in the consolidated equity pick-up of December 31, 2012 for comparing.
32

Consolidated Balance Sheets

Consolidated (Resubmitted) 2012 AV (Resubmitted) 2011 AV VAR12/11

Total Assets

8.039.595

100%

7.123.369

100%

13%

Cash and cash equivalents Securities Accounts receivable Grants receivable CCC Inventories Prepaid expenses Taxes recoverable Derivative gains Miscellaneous advances Restricted deposits Dividends receivable Other credits

519.277 3.441 21.345 17.561 142.687 19.351 37.410 3.018 1.783 35 -

6% 0% 0% 0% 2% 0% 0% 0% 0% 0%

1.380.151 9.437 21.480 4.828 58.190 13.272 35.126 36.445 8.416 61.844 38

19% 0% 0% 0% 1% 0% 0% 1% 0% 1% 0

-62% -64% -1% 264% 145% 46% 7% -92% -79% -100%

-100%

Current

765.908

10%

1.629.227

23%

-53%

Prepaid expenses Restricted deposits Grants receivable CCC Taxes recoverable Deferred income tax and social contribution Loans with subsidiaries and grouped subsidiaries Accounts receivable with other related persons Accounts receivable with subsidiaries and grouped subsidiaries Advance for Future Capital Increase with subsidiaries and group subsidiaries Embedded derivatives Other credits

8.494 135.648 24.617 24.034 305.548 134.926 1.134 6.793 12.425 479 -

0% 2% 0% 0% 4% 2% 0% 0% 0% 0% 0%

1.964 54.148 24.617 82.689 248.862 680 8.436 411.121 -

0% 1% 0% 1% 3% 0% 0% 0% 0% 6% 0%

333% 151% 0% -71% 23% 19735% -87% 0% 0% -100% 0%

Non-current

654.098

8%

832.515

12%

-21%

Investments

833.955

10%

431.695

6%

93%

Fixed

5.570.399

69%

3.962.979

56%

41%

Intangible

215.236

3%

266.954

4%

-19%

33

Consolidated (Resubmitted) 2012 AV (Resubmitted) 2011 AV VAR12/11

Total Obligations

8.039.596

100%

7.123.369

100%

13%

Suppliers Loans e financings Debits with subsidiaries Debits with Parent Company Debits with other related parts Debentures Taxes and contributions payble Social and Labor Obligations Losses in opreations with derivatives Contractual reserve Profit sharing Dividends payable Other liabilites

115.261 1.819.974 26.783 3.989 111 7.241 9.863 22.951 77.374 20.633 1.960 3.325

1% 23% 0% 0% 0% 0% 0% 0% 0% 1% 0% 0% 0%

154.476 994.608 3.697 30.463 17.939 16.246 27.580 127.965 19.177 2.269 48.603

2% 14% 0% 0% 0% 0% 0% 0% 0% 2% 0% 0% 1%

-25% 83% 0% 0% 8% -100% -60% -39% -17% -40% 8% -14% -93% 0%

Current

2.109.465

26%

1.443.021

20%

46%

Loans e financings Debits with other related parts Debentures Embedded derivatives Losses in opreations with derivatives Provision for unsecured obligations Deferred Income Tax and Social Contribution Provision for decomissioning Other provisions

3.104.806 430 4.954 94.797 19.840 2.048 2.118 -

39% 0% 0% 0% 1% 0% 0% 0% 0%

2.326.101 1.403.152 62.003 502.723 13.239 1.946 1.026

33% 0% 20% 1% 7% 0% 0% 0% 0%

33% 0% -100% -100% -81% 0% -85% 9% -100%

Non-current

3.228.993

40%

4.310.190

61%

-25%

Liquid Assets Share Capital Capital reserve Equity valuation adjustments Accumulated losses 3.731.734 321.904 (119.067) (1.384.971) 46% 4% -1% -17% 2.042.014 274.625 (71.670) (970.897) 29% 4% -1% -14% 83% 17% 66% 43%

Liquid assets attributable to controlling stockholders

2.549.600

32%

1.274.072

18%

100%

Participation of non-controlling stockholders

151.538

2%

96.086

1%

58%

34

Total liquid asstes

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. Inventories Inventories increased from R$52.2 million on December 31, 2011 to R$142.7 million on December 31, 2012, representing a decrease of 145%. Management believes that this increase occurred, mainly due to the purchase of supplies for electricity generation, 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 Non-current assets (non-current + investment + fixed + intangible) increased 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 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$42.7 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.
35

Fixed Assets The amount fixed assets 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 (Usinas Termeltricas de Energia or UTEs). Current obligations Current obligations 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 63%. Management believes that this increase was mainly due to (i) the increase in shortterm loans taken by ENEVA ; and (ii) investments in Parnaba I and UTE 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 reduction 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 ENEVA s capital regarding the investments made in MPX Colombia. Non-current obligations Non-current obligations 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 BNDES and BNB; and for Itaqui, by 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
36

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 . Shareholders 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.

37

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) (i) Companys operating results 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, 2012 and 2011, refers to the gross operating revenue from the sale of energy that totaled R$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: Year ended 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. Year ended 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. Year ended 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 nonspeculative 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 year ended December 31, 2013, 2012 and 2011, the consolidate net financial result totaled expenses of R$506.1 million, R$90.5 million and R$154.8 million, respectively, especially due to interest on loans and financings, the record of hedge positions and open mark-to-market positions.

38

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 ar subject to risks and compensations managed by centralized decision, namely: energy generation, energy commercialization, supplies and corporate. As its enterprises progress, the Management intends to revalue possible business segmentations to provide the market with real and qualitative information. Operational Portfolio ENEVAs Operation Portfolio consists of the 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. Itaqui, a steamcoal termal plant, is located near Porto de Itaqui, in the State of Maranho, and its energy generation capacity is of 360 MW with an energy selling contract signed from 2012. The pulverized coal thermal 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 Porto do Pecm, in the State of Cear, and have energy generation capacities of 720 MW and 360 Mw, respectively. Also in the region of Cear, the solar energy generating company Tau is located, which has environmental licencing approved for a 5MW energy generation capacity, with a 1MW unit already implemented and operating. Amapari, Produtor Independente de Energia (PIE) in partnership with Eletronorte Centrais Eltricas do Norte do Brasil S.A., in the isolated system, has a thermoelectric plant that generates energy from diesel, located in the Serra do Navio Municipality, in the State of Amap, with an installed capacity of 23 MW. Complexo Parnaba, a complex of thermal generation moved by natural gas is strategically located in the PN-T-68 block of Parnaba Basin, in the State of Maranho. The project consists of 4 (four) thermal plants, 3(three) of them already operational and they all together will have capacity of 3,722 MW. Greenfiel Projects ENEVAs Greenfield Projects consist of Proto do Au Energia S.A., Au III Gerao de Energia Ltda., Sul Gerao de Energia S.A. and Seival Sul Minerao Ltda termal plants. Au is a greenfield generation Project licensed in Brazils South -East region, with 5.4 GW. ENEVA has installation license, issued by the Instituto Estadual do ambiente do Estado do Rio de Janeiro (INEA), for 2,100 MW, using imported mineral coal as fuel. In addition, it has preliminar permit to build a natural gas termal plan with capacity of 3,330 MW. Both projects are located near the C ampos dos Goytacazess substation and the Campos Basin natural gas exploratory blocks. Seiva Sul mine, located in the Candiota Municipality, in the State of Rio Grande do Sul, has proved reserves of 152 tonnes of mineral coal. In this same area, Sul and Seival thermoelectric projects will be built, plant that will have an installed capacity pf 727 MW and 600 MW, respectively, and from the integration with Seivel Sul mine, they will be a guaranteed fuel supply for 30 years. Complexos Elicos Ventos, with projected capacity of up to 600 MW and addition
39

600 MW expansion plan, totaling 1200 MW, are located in the North-East region of Brazil. (b) (i) 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 ENEVA approved a partial spin-off which resulted in the incorporation of CCX Carvo da Colmbia (Colombia Coal). The purpose of this transaction was to spin off ENEVAs mining assets located in Colombia. ENEVA Participaes S.A. (formerly 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, ENEVA S.A. 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. (TEP MPX Sul Energia Ltda.s new company name), TEP Porto do Au Energia S.A. and Au II Gerao de Energia S.A. (formerly TEP Porto do Au II Energia S.A.) On the same date, ENEVA S.A. contributed R$62.0 million as premium in the subscription of new shares. On December 12, 2012 ENEVA increased capital stock of MPX EON Participaes by R$19.3 million, via the transfer of 50% of its shares in the subsidiary Seival Participaes. On November 8, 2012 Tau II Gerao de Energia Ltda. (MPX Tau II Energia Solar Ltda.s new company name) was established, 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 (TEP Parnaba V Gerao de Energia S.A.s new company name) 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 20th, 2012 MPX Investimentos S.A. was established, with the business purpose of holding equity interest in other business and non-business companies, as shareholder, in Brazil or abroad. On September 10, 2012 ENEVA Investimentos S.A. (MPX Desenvolvimentos S.A.s new company name) was established, with the business purpose of developing and implementing coal gasification projects for the production of industrial gases and its liquid and gaseous byproducts, utilizing commercial technologies. On December 31, 2012 this subsidiary is reported as uncovered liability. On March 1, 2012 UTE 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.A. acquired 100% of Complexos Elicos Ventos, with projected capacity of up to 600 MW and expansion plans for additional 600 MW, totaling 1200 MW, located in the North-East region of Brazil
40

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

(viii)

(ix)

(x)

On March 27, 2013, the acquisition of 100% of Mabe Contruo e Administrao de Projetos Ltda.s stocks was completed, a consortium formed by Maire Tecnimont S.A. and EfacecGroup. The acquisition was made in conjunction and in equal proportions between ENEVA and EDP Energias do Brasil S.A. and refers to the management of Pecm, Itaqui and Pecm II thermoelectric plants constructions works. ENEVA and EDP have agreed that Pecm II and Itaqui, endevours fully controlled by ENEVA, will continue to be exclusively managed by ENEVA On April 5, 2013, the acquisition of TEP MC2 Nova Ven cias entire share capital was completed by ENEVA, ENEVA Participaes S.A. (MPX E.ON PArticipaes S.A.s new company name) and Petra Energia S.A. On November 15, 2013, the companys company name was changed to Parnaba III Gerao de Energia S.A. Unusual events or operations

(xi)

(c)

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.

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 consolidated financial statements for the year ended December 31, 2010 were the first presented in accordance with the IFRS. The Company applied the accounting policies defined to all periods presented, which includes the balance sheet at the transition date, defined as January 1, 2009. To adjust the financial statements to the IFRS requirements and to the pronouncements, interpretations and guidelines issued by CPC, the Company made the relevant mandatory changes required and certain optional exemptions in relation to full retrospective application, as follows: Optional exemptions Business Combination Exemption The Company applied the business combination described in IFRS 1 and CPC 37 and thus did not restate the business combinations that occurred before January 1, 2009, the transition date. Deemed Cost Exemption The Company opted not to use deemed cost in the valuation of its fixed assets, since this item, as presented pursuant to the previous accounting practices (BR GAAP in force in 2009), already materially met the main requirements for the recognition, valuation and presentation of CPC 27 (IAS 16), and mainly because substantial portions of the Companys assets are under construction, and were purchased recently. Mandatory changes Interest of non-controlling shareholders is now part of shareholders equity, separated in a specific line, as per CPC 26 and IAS 1. Cumulative Translation Adjustments The Company set to zero the cumulative translation adjustments of previous years to the transition date of January 1, 2009. This change was applied to all subsidiaries abroad.

41

 The Company recognized Stock Options granted by the Controlling Shareholder, as per CPC 10 and ICPC 05, for BRGAAP purposes, and IFRS 2 (Share-based payment) and IFRIC 11, for IFRS purposes. For BRGAAP purposes, Law No. 11941/09 extinguished the deferred asset, allowing the maintenance of the balance accrued until December 31, 2008, which can be amortized over up to 10 years, subject to impairment test. This is being adopted by the Company in the individual financial statements pursuant to the provisions of CPC 43. In accordance with the IFRS, pre-operational revenues and expenditures should be recorded in income for the year when incurred. With the adoption of IFRS. The Company valued its fixed assets based on CPC 27, ICPC 10, and IAS 16, not identifying relevant effects as to the assessment of the useful life, residual values and componentization of the assets. As it understands that its fixed assets are recorded at values that are very close to their fair value, and given that they mostly comprise fixed assets in progress and properties recently purchased, it did not use deemed cost. The net effects of exchange variation on the principal of loans were reclassified from fixed assets to accumulated losses in the consolidated balance sheet on the date of initial adoption (January 1, 2009) and in income for the year ended December 31, 2009, as per CPC 20 and IAS 23. All IFRS standards and interpretations for financial instruments in force were adopted by the Company in 2010. The main applicable ones are as follows: Amendment to IFRS 7 (Financial Instruments: Disclosure): The purpose of this amendment is primarily to improve disclosure requirements. This increases the requirements for the disclosure of fair value measurement, liquidity risk, market risk, credit risk and any other significant risk. Amendment to IFRS 7 relating to Fair Value Hierarchy: This amendment establishes the division of fair value hierarchy relating to financial instruments. The hierarchy gives priority to unadjusted quoted prices in active markets for the financial asset or liability, which are classified as Level 1. Fair Value of financial instrument may be classified in three different levels, as set forth below: . Level 1: Data from active market (unadjusted traded price), so that they can be accessed on a daily basis, including on the day of fair value measurement. . Level 2: Data from active market (unadjusted traded price) other than that included in Level 1, derived from pricing model based on observable market data. . Level 3: Data derived from pricing model based on unobservable market data. Amendment to CPC 38 and IAS 39 (Financial Instruments) In such pronouncement, the procedures to identify derivative instruments embedded in contracts were highlighted, aiming at timely recognition, control and appropriate accounting treatment to be used, and which should be applicable to the Company and its subsidiaries. Agreements with possible clauses of embedded derivative instruments or securities were analyzed in order to mitigate potential host contracts. If found, there is guidance regarding possible effectiveness testing and methodology for calculation of fair value. The Company and its subsidiaries do not hold outstanding agreements with embedded derivatives. In addition to the points described above, the Company has adjusted its financial statements for disclosure purposes, and now presents the following information: Consolidated statement of comprehensive income, as required by CPC 26 and IAS 1 Earnings (losses) per share, as required in CPC 41 and IAS 33 (Earnings per share).

42

 Expenses by nature, as required in CPC 26 and IAS 1 (Presentation of Financial Statements). Information by segment, as required in CPC 22 and IFRS 8 (Operating Segments). The consolidated financial statements for the year ended December 31, 2011, prepared under the IFRS, did not suffer any effects of changes in the accounting practices. There were no changes in the accounting practices used by the Company and its subsidiaries during the years ended December 31, 2012 and 2011. The accounting practices adopted by the Company and its subsidiaries are consistent with those utilized abroad. Except for the adoption of IFRS 10 and 11, whose accounting policy is described below, information has been prepared based on the same accounting practices used to prepare the Financial Statements as of December 31, 2012. Therefore, this 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. The changes in accounting policies influenced the individual and consolidated financial statements, requiring the restatement of the comparative numbers. The main adjustments made and the impacts on the financial statements relative to the presented periods 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., UTE MPX Sul Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., Porto do A II Energia S.A. and MPX E.ON Participaes S.A. are evaluated by the equity method in the individual and consolidated financial statements. Before, these investments were consolidated proportionally. (b) Significant effects of changes in accounting practices

As of January 1, 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., UTE MPX Sul Energia Ltda., Parnaba Participaes S.A., UTE Porto do A Energia S.A., Porto do A II Energia S.A. and MPX E.ON Participaes S.A. In addition, the Company began to recognize recognizes 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. Below is the table showing the amendments made to the comparative balances restated in the financial statements as of December 31, 2012:
Consolidated 12/31/2012

43

Originally disclosed (in R$ thousands) Assets Current Assets Cash and cash equivalents Securities Accounts receivable Subsidies receivable Fuel Consumption account Inventories Prepaid expenses Tax recoverable Earnings on Derivatives Miscellaneous advances Restricted deposits Other credits

Adjustments

Restated

590,469 3,441 152,114 17,561 211,718 40,462 57,438 3,018 20,267 4,237 3 1,100,728

(71,192) (130,769) (69,031) (21,111) (20,028) (18,484) (4,202) (3) (334,820)

519,277 3,441 21,345 17,561 142,687 19,351 37,410 3,018 1,783 35 765,908

Non-current assets Prepaid expenses Restricted deposits Subsidies receivable Fuel Consumption account Tax recoverable Income and social contribution taxes - deferred Loans to affiliates Accounts receivable from other related persons Accounts receivable from affiliates Advance for future capital increase in affiliates Embedded derivatives

8,705 137,717 24,617 34,709 456,123 359 8,575 3,732 479 675,016 62,956 7,362,815 249,665 9,451,180

(211) (2,069) (10,675) (150,575) 134,567 (7,441) 3,061 12,425 (20,918) 770,999 (1,792,416) (34,429) (1,411,584)

8,494 135,648 24,617 24,034 305,548 134,926 1,134 6,793 12,425 479 654,098 833,955 5,570,399 215,236 8,039,596

Investments Property, plant and equipment Intangible assets

44

Originally disclosed (in R$ thousands) Liabilities Current Liabilities Suppliers Loans and Financing Owing to affiliates Owing to parent company Owing to other related parties Debentures Taxes and contributions payable Social and labor liabilities Losses on derivatives transactions Contractual reserve Profit sharing Dividends payable Other obligations

Consolidated 12/31/2012 Adjustments

Restated

228,638 1,915,402 3,407 19,057 111 11,375 12,980 39,506 133,935 23,900 1,960 16,888 2,407,159

(113,377) (95,428) 26,783 (3,407) (15,068) (4,134) (3,117) (16,555) (56,561) (3,267) (13,563) (297,694)

115,261 1,819,974 26,783 3,989 111 7,241 9,863 22,951 77,374 20,633 1,960 3,325 2,109,465

Non-current liabilities Loans and financing Debts with other related parties Debentures Losses on derivatives transactions Provision for uncovered liabilities Income and social contribution taxes - deferred Provision for decommissioning Other provisions

4,151,947 215 4,954 166,992 10,431 4,197 710 4,339,446

(1,047,141) 215 (72,195) 19,840 (8,383) (2,079) (710) (1,110,453)

3,104,806 430 4,954 94,797 19,840 2,048 2,118 3,228,993

Shareholders equity Capital stock Capital Reserve Adjustments to equity valuation Accumulated loss Shareholders equity attributable to controlling shareholders Participation of non-controlling shareholders Total shareholders equity

3,731,734 321,904 (119,067) (1,384,971) 2,549,600 154,975 2,704,575 9,451,180

(3,437) (3,437) (1,411,584)

3,731,734 321,904 (119,067) (1,384,971) 2,549,600 151,538 2,701,138 8,039,596

45

Statement of income
Originally disclosed (in R$ thousands) Revenues from sale of goods and/or services Cost of goods and/or services sold Gross income Operating expenses/revenues General and administrative Personnel and managers Other expenses Third party services Depreciation and amortization Leases and rentals Other operating revenues Other operating expenses Unsecured liabilities Losses on disposal of assets Provision for losses in Investments Equity pick-up Income before financial income and taxes Financial income Financial revenues Positive Currency Variation Fair Value of Debentures Financial Investments Derivative Financial Instruments Other Financial Revenues Financial expenses Negative Currency Variations Derivative Financial Instruments Interest/Costs of Debentures Fair Value of Debentures Other financial Expenses Income before income taxes Income and Social Contribution Taxes on Earnings Current Deferred Consolidated Net Income for the Period Loss for the year 490.940 (597.554) (106.614) (314.937) (280.284) (134.188) (20.860) (107.473) (3.976) (13.787) 1.823 (2.241) 0 (895) (1.346) (34.235) (421.551) (127.540) 165.179 74.258 62.482 85.136 66.739 10.142 (292.819) (89.793) (110,598) (130.863) 0 (101.181) (549.091) 114.638 (2.289) 116.927 (434.453) (434.453) -(442.154) 546.605 104.451 (89.771) 49.258 22.748 48.449 15.334 1.188 1.539 (615) (14.546) (14.671) 16 16 (123.868) (14.680) 37.087 (415.102) (49.172) -0 (8.537) (355.945) (1.448) 452.189 73.314 124,005 0 0 9.255 51.762 (51.762) -368 (52.130) 5 48.78675,669 (50.949) (2.163) (404.708) (231.026) (111.440) (12.411) (92.139) (2.788) (12.248) 1.208 (16.787) (14.671) (879) (1.237) (158.103) (406.871) (90.453) 249.823 25.086 62.482 76.599 (422.684) 8.694 (159.370) (16.479) 13,407 (130.863) 0 (91.926) (497.324) 62.876 (1.921) 64.797 (434.448) (434.448) Consolidated 3/31/2012 Adjustments Restated

Attributed to Partners of the Parent Company Attributed to Non-Controlling Partners Profit / Loss per Share Basic and diluted loss per share (in R$)

(435.201) (749) (0.7513)

-0 -5 (0.8705)

(435.201) (754) (1.6218)

(c)

Qualifications 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 and 2013. (2011) Emphasis As described in note 3, the individual financial statements were prepared according to the accounting practices adopted in Brazil. In the case of ENEVA S.A. 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 note 1, the subsidiaries Porto do Pecm Gerao de Energia S.A., MPX Energia Pecm I Gerao de Energia S.A., UTE Porto do Itaqui Gerao de Energia S.A., UTE Porto do A Energia S.A., Seival Sul Minerao Ltda., UTE MPX Sul Energia Ltda., MPX Viena GmbH, MPX ustria GmbH, MPX Colmbia S.A., Porto do Pecm Transportadora de
46

Minrios S.A., MPX Comercializadora de Combustveis Ltda., Termopantanal Ltda., NovaSistemas de Energia Ltda., UTE Parnaba 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., Usina Termeltrica Seival Ltda. and UTE Parnaba II Gerao de Energia S.A. are in pre-operating phase. The recovery of values recorded in non-current assets depend on the success of future operations of the Company and its subsidiaries, affiliated and joint ventures, and these depend on financial support of the shareholders and/or third party funds until their operations are profitable. Managements plans for the Company and its subsidiaries related to operating activities are described in notes 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 note 3, the individual financial statements were prepared according to the accounting practices adopted in Brazil. In the case of ENEVA S.A. 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 amortized. Our opinion is not qualified as a result of this matter. A relevant part of the Company, its subsidiaries and joint ventures are in pre-operating phase, and the business continuity and recovery of values recorded in non-current assets depend on the success of future operations, as well as the shareholders financial support and/or third party funds until operations are profitable. Managements plans related to the operating activities are described in notes 1 and 12. The financial statements were prepared considering the regular business continuity of the Company, as well as of its affiliates and joint ventures. 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) Emphasis Application of the equity equivalence method and maintenance of deferred assets As described in Note 3, the financial statements have been prepared in accordance with accounting practices adopted in Brazil. Geneva Preview In the case of SA, these practices differ from IFRS applicable to the separate financial statements only as regards the valuation of investments in subsidiaries, associates and jointly controlled by the equity method, since under IFRS would cost or fair value, and to maintain the balance of deferred assets existing as of December 2008, which is being amortized 31. Our opinion is not qualified in respect of this matter. Operational Continuity We call attention to Note 1 to the financial statements, which describes that the Company recorded in December 31, 2013 accumulated losses of R$ 2,379,303,000 and showed excess liabilities over current assets in the parent and consolidated financial statements the amounts of R$ 1,438,768 thousand and R$ 2,231,017 thousand, respectively. This situation, among others described in Note 1, raises significant uncertainty about its continued operation, which depend on the success of current operations and future as well as the financial support of shareholders and/or renegotiations stretching of loans with third parties. The financial statements do not include any adjustments due to these uncertainties. Our opinion is not qualified in respect of this matter.
47

The Company's management agrees with the emphasis of the auditor and reiterates its understanding that the projects described in these financial statements are profitable and that will remunerate shareholders for investments. Additionally, the Company is evaluating potential measures to strengthen the capital structure and create the foundations necessary to allow a significant reduction of its leverage.

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. The accounting estimates and judgments are revised on a continuous basis and are based on historical experience and other factors, including expectations of future events considered reasonable under the circumstances. Based on assumptions, the Company prepares estimates in relation to the future. By definition, the resulting accounting estimates will rarely be equal to the respective actual results. The estimates and assumptions that present a significant risk, with the probability of causing relevant adjustments of the accounting values of assets and liabilities fot the upcoming fiscal year are contemplated below. The information on assumptions and estimates that may result in adjustments within the next financial year are included below: Impairment of non-current assets The Company tests for eventual impairment of fixed assets, intangible assets and deferred income tax and social contribution in accordance with the accounting principles described in note 4.5.10. The recoverable values of Cash Generating Units (UGCs) were determined based on calculations of value in use, made using assumptions and estimates formed based on, mainly, studies of the regulated electric energy commercialization market. These assumptions and estimates were discussed with the operational managers and were revised and approved by the Company management. (b) Fair value of derivatives and options (remunerations based on shares)

The fair value of financial instruments that are not negotiated in active markets is determined by the use of assessment techniques. The Company uses its judgment to select various methods and define assumptions that are based mainly on the market conditions existing on the balance sheet issuance date. The Group uses proprietary methodology to calculate the fait value of derivatives and granted options, instruments that are not negotiated in active markets. Summary of the main accounting policies The main accounting policies applied in the preparation of these financial statements are defined below. These policies were applied in a consistent manner in the presented exercises, unless indicated otherwise. 1Consolidation The consolidated financial statements include the financial statements of the parent company, of those companies where the Company has a controlling interest (directly and indirectly) and of the Exclusive Funds, as detailed below:
Controlling Interest

48

12/31/2013 Directly Controlled Companies (consolidated) Pecm II Gerao de Energia S.A. Itaqui Gerao de Energia S.A. Amapari Energia S.A. Seival Sul Minerao Ltda. Termopantanal Participaes Ltda. Parnaba Gerao de Energia S.A. Parnaba II Gerao de Energia S.A. Parnaba V Gerao de Energia S.A. Parnaba Gerao e Comercializao de Energia S.A. ENEVA Investimentos S.A. ENEVA Desenvolvimento S.A. Tau II Gerao de Energia Ltda. Fundos exclusivos: Fundo de Investimento em Cotas de Fundos de Investimento Multimercado Crdito Privado MPX 63 Fundo de Investimento Multimercado Crdito Privado MPX Coligadas/Controladas em conjunto (avaliadas por equivalncia) Parnaba Gs Natural S.A. UTE Porto do Au Energia S.A. Sul Gerao de Energia Ltda. MPX Chile Holding Ltda. 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. Seival Participaes S.A. ENEVA Participaes S.A. Au II Gerao de Energia Ltda. MABE Construo e Administrao de Projeto Parnaba Participaes S.A. 100.00% 100.00% 51.00% 70.00% 66.67% 70.00% 100.00% 99.99% 99.99% 99.99% 100.00% 100.00% 100.00% 33.33% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

12/31/2012

99.70% 100.00% 51.00% 70.00% 66.67% 70.00% 100.00% 99.99% 70.00% 99.99% 99.99% 100.00% 100.00% 100.00% 33.33% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00% 50.00%

The following accounting policies are applied in the preparation of the consolidated financial statements. (a) Subsidiaries

Subsidiaries are all the entities (including structured entities) in which the Company has control. The Company controls an entity when it is exposed ou has the right to variable returns resulting from its involvement with the entity and has the capacity to interfere in these returns due to the power it exerts over the entity. Subsidiaries are totally consolidated on the date on which control is transferred to the Company. Consolidation is interrupted on the date on which the Company no longer detains control. The Company uses the acquisition method to record the business combinations. The transferred consideration includes the fair value of the assets and liabilities resulting from a contingent consideration contract, when applicable. Costs related to the acquisition are recorded in the fiscal years results as they occur. The purchased identifiable assets and the assumed contingent liabilities in a business combination are initially stated by their fair values on the date of the acquisition. The Company recognizes the non-controlling interest in the acquired company, both by its fair value as well as by the proportional part of the non-controlled interest in the fair value of the net assets of the acquired company. The surplus: (i) of the transferred consideration; (ii) of the value of the participation on minority shareholders in the acquired company; and (iii) of the fair value on the date of acquisition of any prior equity interest in the acquired company, in relation to the fair value of the Groups interest in the net purchased identifiable assets is recorded as goodwill. When the total transferred consideration, the recognized interest of non-controllers and the measurement of the interest held before is less than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the income statement of the fiscal year. Transactions, balances and unrealized earnings in transactions between companies bound to the Company are eliminated. The unrealized losses are also eliminated unless the operation provides proof of an impairment of the transferred asset. The accounting policies of subsidiaries are modified when necessary in order to ensure consistency with the policies adopted by the Company. (b) Transactions with non-controlling interests

49

The Company treats transactions with non-controlling interests as transactions with the owners of Company assets. For the purchases of non-controlling interests, the difference between any consideration paid and the acquired part of the accounting value of the subsidiarys net assets is recorded in shareholders equity. The earnings or losses on disposals for non-controlling interests are also recorded di rectly in shareholders equity, in the account Equity Valuation Adjustments. (c) Loss of control in subsidiaries

When the Company loses control, any interest in the entity is restated to its fair value, with the change in accounting value being recognized in the income statement. The fair value is the accounting value for subsequent recording of the interest held in an affiliated company, a joint venture or a financial asset. Furthermore, any values previously recognized in other comprehensive results relative to said entity are recorded as if the Company had directly disposed of the related assets or liabilities. This may mean that the values previously recognized in other comprehensive results are reclassified to the result. (d) Affiliated Companies and Joint Ventures

Affiliated companies are entities over which the Company has significant influence but not control, generally by means of a 20% to 50% interest of the voting rights. Joint ventures are all those entities over which the Company has joint control with one or more third parties. The investments in joint ventures are classified as joint operations or joint ventures depending on the contractual rights and obligations of each investor. Joint operations are recorded in the financial statements in order to represent the Companys contractual rights and obligations. In this way, the assets, liabilities, revenues and expenses related to its interest in joint operations are recorded individually in the financial statements. The investments in affiliates and joint ventures are recorded using the equity method and are initially recognized at their cost value. The Com panys investment in affiliates and joint ventures includes the premium identified in the acquisition, net of any losses due to accumulated impairment. The Companys participation in the profits or losses of its affiliates and joint ventures is recognized in the income statement and the participation in changes of reserves is recognized in the Companys reserves. When the Companys participation in the losses of an affiliate or joint venture is equal to or greater than the accounting value of the investment, including any other receivables, the Company does not recognize the additional losses unless it has incurred in obligations or made payments in name of the affiliated company or joint venture. The unrealized earnings from operations between the Company and its affiliates and joint ventures are eliminated in the proportion of the Companys interest. Unrealized losses are also eliminated unless the operation provides evidence of an impairment of the transferred asset. The accounting policies of the affiliated companies are changed, when necessary, in order to ensure consistency with the policies adopted by the Company. If the interest in the affiliated company is reduced, but significant influence is still held, only a proportional part of the values previously recognized in other comprehensive results will be reclassified to the income statement, when appropriate. The diluted earnings and losses occurred in affiliated company interests are recognized in the income statement. 2. Presentation of Segment Information The information by operational segments is presented consistently with the internal report supplied to the main operational decision maker. The main operational decision maker, responsible for allocating resources and evaluating the performance of the segments, is the Board of Directors, also responsible for strategic decisions of the Company. 3. Foreign Currency Conversion
50

(a)

Functional Currency and presentation currency

The items included in the financial statements of each of the companies connected to the Company are stated using the currency of the main economic environment in which the company operates (functional currency). The individual and consolidated financial statements are presented in R$, which is the Comp anys functional currency as well as its presentation currency. The functional currency of the MPX Chile Holding Ltda joint venture is the Chilean Peso, due to its business plan, economic environment and, mainly, due to its operational costs. The monetary assets and liabilities stated in foreign currencies have been converted to Reais using the exchange rate of the balance sheet closing date. (b) Transactions and balances

The operations in foreign currencies are converted to functional currency using the exchange rates in effect on the dates of the transactions or on the dates of the valuation, when the items are restated. The exchange rate earnings and losses resulting from the settlement of these transactions and from the conversion using the exchange rates of the end of the fiscal year, relative to monetary assets and liabilities in foreign currencies, are recognized in the income statement, except when qualified as hedge accounting and, therefore, deferred in equity as cash flow hedge operations and net investment hedge operations. The exchange earnings and losses related to loans, cash and cash equivalents are presented in the income statement as financial revenue or expense. The exchange rate variations of non-monetary financial assets and liabilities, such as investments in shares classified as stated at fair value through income, are recognized in the income statement as part of the earning or loss of fair value. The exchange rate variations of non-monetary financial assets, for example, investments in shares classified as available for sale, are included in the account Equity Valuation Adjustments. (c) Companies with different functional currencies

The results and financial position of MPX Chile Holding Ltda (not a hyper-inflationary economy currency), whose functional currency is different from the presentation currency, are converted to the presentation currency, as follows: (i) (ii) the assets and liabilities of each presented balance sheet are converted using the exchange rate of the balance sheet closing date. The revenues and expenses of each income statement are converted using the average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates in effect on the dates of the operations and, in this case, the revenues and expenses are converted using the exchange rates of the dates of the operations. All resulting exchange rate differences are recognized as a separate component in shareholders equity in the account Equity Valuation Adjustments.

(iii)

In the consolidation, the exchange rate differences resulting from the conversion of the net investment in foreign operations and from loans and other foreign currency instruments designated as hedge of these investments are recognized in shareholders equ ity. When an operation abroad is partially disposed of or sold, the differences in exchange recorded in equity are recognized in the income statement as part of earnings ou part of the sale. Premiums and fair value adjustments, resulting from the acquisition of an entity abroad are treated as assets and liabilities of the foreign entity and are converted using the closing date exchange rate. 4. Cash and Cash Equivalents Cash and cash equivalents include cash, bank deposits and other short-term, high-liquidity investments, with original maturities of up to three months, and having insignificant risk of

51

change of value, with the presented balance net of balances of accounts guaranteed in the cash flow statement. 5. 5.1 Financial Assets Classification

The Company initially classifies its financial assets under the following categories: stated at fair value through income and loans and receivables. The classification depends on the use for which the financial assets were acquired. (a) Financial assets at fair value through income

Financial assets at fair value through income are financial assets held for negotiation. A financial asset is classified in this category if it was acquired, mainly, for purposes of shortterm sale. The assets in this category are classified as current assets. Derivatives are also categorized as held for negotiation, unless they have been designated hedge instruments. (b) Loans and Receivables

Loans and receivables are non-derivative financial assets, with fixed or determinable payment, which are not sold in an active market. They are presented as current assets with the exception of those having maturity dates greater than 12 months after the date of issuance of the balance sheet (these as classified as noncurrent assets). 5.2 Acknowledgement and measurement The purchases and sales of financial assets are normally acknowledged on the date of the negotiation. Investments are initially recognized at their fair value, accrued by the costs of the transaction for all financial assets not classified at fair value through income. Financial assets at fair value through income are initially recognized at fair value and the costs of the transaction are debited to the income statement. Financial assets are written off when the rights to receive cash flows have matured or have been transferred; in this last case, as long as the Company has significantly transferred all the risks and benefits of ownership of the property. Loans and receivables are recorded at amortized cost, using the effective tax rate method. The earnings and/or losses resulting from variations in the fair value of financial assets stated at fair value through income are presented in the income statement under Financial Revenue or Expense during the period in which they occurred. The foreign exchange variations of monetary instruments are recognized in the income statement. The foreign exchange variations of non-monetary instruments are recognized in shareholders equity. The variations in fair value of monetary and non -monetary instruments, classified as available for sale, are recognized in shareholders equity. The interest of securities available for sale, calculated using the effective tax rate method, are recognized in the income statement as part of other revenues. 5.3 Compensation of financial instruments Financial assets and liabilities are compensated and the net value is presented in the balance sheet when there is a legal right to compensate the recognized values and there exists the intention to liquidate them on a net basis or to realize the asset and liquidate the liability at the same time. 5.4 (a) Impairment of financial assets Assets are stated at amortized cost.

The Company evaluates, on the date of each balance sheet, if there is objective evidence that a financial asset or group of financial assets is deteriorated. A financial asset or group of financial assets is deteriorated and the losses due to impairment are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial acknowledgement of the assets (a loss event) and that loss event (or loss
52

events) has an impact on the estimated future cash flows of the financial asset ou group of financial assets that can be reliably estimated. The criteria that the Company uses to determine if there is objective evidence of a loss due to impairment include: (i) (ii) (iii) relevant financial difficulty of issuer or debtor; breach of contract, such as default or delay in the payment of interest or principal; the Company, for economic or legal reasons relative to the financial difficulty of the borrower, extends to the borrower a concession that the borrower would not normally consider; it becomes probable that the borrower will declare bankruptcy or other type of financial reorganization; disappearance of an active market for that kind of financial asset due to the financial difficulties; observable data indicating that there is a measurable reduction in the future cash flows estimated based on a portfolio of financial assets as from the initial acknowledgement of those assets, although the reduction may not yet be identified with the individual financial assets in the portfolio, including:

(iv) (v) (vi)

Adverse changes in the payment situation of the loan borrowers in the portfolio; National or local economic conditions that correlate with the defaults of the portfolio assets. The amount of loses due to impairment is measured as the difference between the accounting value of the assets and the present value of the estimated future cash flows (excluding the losses of future credit that were not incurred) discounted by the financial assets original interest rate. The book value of the asset is reduced and the value of the loss is recognized in the income statement. If a loan or investment held until maturity has a variable interest rate, the discount rate is used to measure a loss due to impairment is the current effective interest rate determined according to the contract. Using a practical method, the Company can measure the impairment based on the fair value of an instrument using an observable market price. If, during a subsequent period, the value of the loss due to impairment is reduced and the reduction can be objectively related to an event that occurred after the impairment being recognized (such as an improvement in the classification of the borrowers credit), the reversal of this loss recognized previously will be recognized in the income statement. 5.5 Derivative financial instruments and hedge activities Initially, derivatives are recognized at fair value on the date on which a derivative contract is executed and are subsequently restated at their fair value. The method to recognize the resulting gain or loss depends on the fact of the derivative being designated or not as a hedge instrument in the cases of adoption of hedge accounting. If this is the case, the method depends on the nature of the item that is being protected by hedging. The Company adopts hedge accounting and designates certain derivatives as hedge of o specific risk associated to a recognized asset or liability or a highly probable foreseen operation (cash flow hedge); or The Company documents, at the beginning of the operation, the relationship between the hedge instruments and the items protected by hedge operations, as well as the objectives of the risk management and the strategy for the realization of various hedge operations. The Company also documents its assessment, at both the beginning of the hedge and continuously, that the derivatives used in the hedge operations are highly effective in the compensation of fair value variations or of the cash flows of the items protected by hedge operations. The fair values of the derivative instruments used to hedge operations are disclosed in Note 18. The total fair value of a hedge derivative is classified as a noncurrent asset or liability
53

when the remaining maturity of the hedge-protected item is greater than 12 months, and, when classified as a current asset or liability, when the remaining maturity of the hedgeprotected item is less than 12 months. The negotiation derivatives are classified as current assets or liabilities. (a) Cash flow hedge

The effective part of the fair value variations of derivatives designated and qualified as cash flow hedge is recognized in shareholders equity, in the account Equity Valuation Adjustments. The earnings or losses related to the non-effective part are immediately recognized in the income statement as Financial Revenue or Expense. The accumulated values in equity are realized in the income statement in the periods in which the item protected by hedge affects the result (for instance, when a sale protected by hedge occurs). The earning or loss related to the effective part of the interest rate swaps that protects the loans with variable rates is recognized in the income statement as Financial Revenue or Expense. The earnings or losses related to the non -effective part is recognized in the income statement as Financial Revenue or Expense. When a hedge instrument reaches maturity or is sold, or when a hedge no longer satisfies the hedge accounting criteria, all the accumulated earnings or losses that exist in equity at that moment remain in equity and are recognized in the result when the operation is recognized in the income statement. When not more than one operation is expected to occur, the accumulated earnings or loss that had been presented in equity are immediately recognized in the income statement as Financial Revenue or Expense. (b) Derivatives stated at fair value through income

Certain derivative instruments do not qualify for hedge accounting. The variations in fair value of any of these derivative instruments are immediately recognized in the income statement as Financial Revenue or Expense. 5.6 Client Receivables Accounts receivable from clients correspond to the values to be received from the sale of electric energy during the normal course of Company activities. If the term for receipt is equivalent to one year or less, accounts receivable are classified as current assets. If not, they are presented as noncurrent assets. Accounts receivable from clients are, initially, recognized at fair value and, subsequently, stated at amortized cost using the effective tax rate method minus the provision for doubtful receivables (PDD or impairment). 5.7 Inventories Inventories are stated at cost or net realization value, whichever is smaller. The method used to assess inventories is the weighted moving average method. The net value of realization is the sales price estimated during the normal course of business, minus the estimated costs for conclusion and the estimated costs required to close the sale. 5.8 (a) Intangible assets Goodwill

Goodwill is represented by the positive difference between the amount paid and/or to be paid for the acquisition of a business and the net amount of fair value of the assets and liabilities of the acquired subsidiary. The goodwill in the acquisitions of subsidiaries is recorded as an Intangible Asset in the consolidated financial statements. In the case of recording negative goodwill, the amount is recorded as a gain in the result of the period on the date of acquisition. Goodwill is tested annually to verify losses (impairment). Goodwill is recorded at its fair value minus the amortization expenses and the accumulated losses due to impairment. The term for goodwill amortization is the plants authorization period. Losses due to impairment recognized on goodwill are not reverted. The earnings and losses

54

from the disposal of an entity include the book value of the goodwill related to the disposed of entity. Goodwill is allocated to the Cash Generating Units (UGCs) for impairment test purposes. The allocation is made to the Cash Generating Units or to the Cash Generating Unit Groups that should be benefitted by the business combination from which the goodwill originated, and are identified according to the operational segment. (b) Other intangible assets

Intangible assets include the assets acquired from third parties and that have a finite life cycle, are stated at total acquisition cost, minus the accumulated amortization and losses due to reduction of the recoverable value, when applicable. Other intangible assets are represented mainly by the concession of electric power generation contracts acquired from third parties. 5.9 5.10 Fixed Assets Impairment of Non Financial Assets

Assets that have an undefined useful life, such as goowill, are not subject to amortization and are tested annually to identify the eventual need for reduction to the recoverable value (impairment). Assets that are subject to amortization are revised to verify for impairment whenever events or changes in circumstances indicate that the book value exceeds its recoverable value. Loss due to impairment is recognized when the book value exceeds,its recoverable value, which represents the largest value between the fair value minus its selling costs and its in use value. For impairment evaluation purposes, assets are grouped at the lowest levels for which there exist separately identifiable cash flows (Cash Generating Units UGCs). Non-financial assets, excluding goodwill, that have been adjusted due to impairment, are subsequently for analysis of a possible reversal of the impairment on the date of the balance sheet. 5.11 Accounts payable to suppliers Accounts payable to suppliers are obligations to pay for goods or services that have been acquired in the ordinary course of business, are classified as current liabilities if payment is due within a period of one year. Otherwise, the accounts payable are presented as noncurrent liabilities. They are initially recognized at fair value and subsequently measured at cost amortized cost using the method of effective interest rate. 5.12 Loans Borrowings are initially recognized at fair value, net of costs incurred in transaction and are subsequently stated at amortized cost. Any difference between the proceeds (net of transaction costs) and the total amount payable is recognized in the income statement during the period in which the loans are outstanding, using the method of effective interest rate. Loans are classified as current liabilities unless the Company has an unconditional right to defer settlement of the liability for at least 12 months after the balance sheet date. The costs of general and specific loans that are directly attributable to the acquisition, construction or production of a qualifying asset, which is an asset that necessarily requires a substantial period of time to get ready for its intended use or sale, are capitalized as part the cost of the asset when it is probable that they will result in future economic benefits to the entity and that such costs can be measured reliably. Other borrowing costs are recognized as expenses in the period they are incurred. 5.13 Provisions Provisions are recognized when: (i) the Company has a present legal or (constructive obligation) as a result of past events obligation, (ii) it is probable that an outflow of resources will be required to settle the obligation, and (iii) the amount can be reliably estimated. The provisions do not include future operating losses.
55

When there are a number of similar obligations, the likelihood of settling them is determined taking into account the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a rate before tax effects, which reflects current market assessments of the value of money in time and the risks specific to the obligation. The increase in the provision due to the passage of time is recognized as interest expense. 5.14 Income tax and social contribution current and deferred The income tax and social contribution expenses for the period consist of current and deferred taxes. Taxes on income are recognized in the income statement, except to the extent that they relate to recognized directly in equity or other comprehensive income items. In this case, the tax is also recognized in equity or other comprehensive income. The burden of current and deferred income and social contribution tax is calculated based on the enacted or substantively enacted at the date of the balance in the countries where the Company's entities operate and generate taxable income. Management periodically evaluates positions taken by the Company in the calculation of income taxes with respect to situations in which applicable tax regulation is subject to interpretation, and establishes provisions whenever appropriate on the basis of amounts expected to be paid to the tax authorities. Income tax and social contribution are presented net by the contributor in liabilities when amounts payable or asset when the advance amounts paid exceed the total amount due at the reporting date. Income tax and social contribution taxes are recognized using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred income tax and social contribution are not accounted for if it results from the initial recognition of an asset or liability in a transaction other than a business combination, which, at the time of the transaction, affects neither the accounting income nor taxable profit (tax loss). Income tax and social contribution assets are recognized only to the extent of the likelihood that future taxable profit will be available against which the temporary differences can be utilized. The deferred income taxes are recognized on temporary differences arising from investments in subsidiaries, except where the timing of the reversal of the temporary difference is controlled by the Company and it is probable that the temporary difference will not be reversed in the foreseeable future. The deferred income taxes and liabilities are presented net in the balance sheet when there is a legal right and intention to offset them upon the calculation of current taxes, generally related to the same legal entity and the same taxation authority. Accordingly, assets and liabilities in different entities or different countries, generally deferred taxes are presented separately, and not the net. 5.15 (a) Benefits for employees Remuneration based on shares

The Company operates a number of compensation plans based on shares, settled with shares, under which the entity receives services from employees as consideration for equity instruments (options) of the Company. The fair value of the employees services re ceived in exchange for the grant of options is recognized as an expense. The total amount to be recognized is determined by reference to the fair value of the options granted, excluding the impact of any vesting conditions based on service and performance that are not in the market (for example, profitability and sales growth targets and continued employment for a specific period of time). The vesting conditions that are not in the market are included in
56

assumptions about the number of options that will vest. The total value of the expense is recognized over the period in which the right is acquired, during which specific vesting conditions must be met. At the balance sheet date, the entity revises its estimates of the number of options that will vest based on the vesting conditions that are not in the market. It recognizes the impact of the revision of original estimates, if any, in the income statement, with a corresponding adjustment to equity. The proceeds received, free of any directly attributable transaction costs are credited to share capital (nominal value) when the options are exercised. (b) Profit sharing

The Company recognizes a liability and an expense for profit sharing based on a methodology that takes into consideration the profit attributable to the Company's shareholders after certain adjustments. The Company recognizes a provision when contractually obliged or where there is a past practice that has created a constructive obligation. 5.16 Capital The common and preferred shares are classified as equity. The incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction of the amount raised, free of taxes. 5.17 Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of electric energy in the ordinary course of the Companys business. The revenue is shown free of taxes, returns, rebates and discounts as well as eliminating sales within the Group. The Company recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Company's activities as described below. The Company bases its estimates on historic results, taking into consideration the type of client, type of transaction the specifications of each sale. (a) Sale of energy

Revenue from the sale of electricity is recognized as equivalent to the amount of energy transferred to the customer and by estimating measurement to measure the energy delivered but not yet considered by the previous year-end measurements. Revenues derived from electricity supply contracts, with fixed monthly installment and variable payment required according to the National System Operator demand - ONS. (b) Financial income

Interest income is recognized on the accrual basis, using the method of effective interest rate. When a loss (impairment) is identified in relation to accounts receivable, the Company reduces the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective interest rate of the instrument. Subsequently, as time passes, the interest is added to accounts receivables against the financial income. This financial income is calculated at the same effective interest rate used to determine the recoverable amount, i.e., the original rate of the instrument. 5.18 Leases Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are recognized in the income statement on a linear basis over the lease term.

57

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

The Officers believe that the reports on internal controls issued by the Company's independent auditors with respect to the years ended in December 31, 2013, 2012 and 2011 do not report significant deficiencies to the adequacy of our financial statements in accordance with accounting practices adopted in Brazil and IFRS . Our practice to meet and promptly amend any deficiencies identified by auditors during the normal process of work, whether failures of processes or systems. Remember that the scope of the audit of financial statements is not provided for the specific auditing and reporting on the effectiveness of internal controls. However, in the context of the audit of our financial statements, our independent auditors have considered our systems of internal controls in the scope laid down in the applicable auditing standards in Brazil, whose purpose is related to the planning of the audit procedures.

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 years ended December 31, 2011, 2012, and in the current year, the proceeds from the issuance of debentures were used to: (b) reinforce the Companys cash; and support the contributions required for investments in the development of the Companys ventures Material deviations between the effective use of proceeds and proposals disclosed in the memorandums of the respective distribution

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 proposals set forth in the memorandums.

10.8 - Managements comments on off-balance sheet items

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(a)

Off-balance-sheet items directly or indirectly held by the issuer (off-balance sheet items)

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 responsibilities, and the relevant liabilities. the Company maintains risks and

This is not applicable given that the Company has no off-balance sheet items. iii. Agreements on future purchase and sale of products and services This is not applicable given that the Company has no off-balance sheet items. iv. Building agreements whose work has not been completed This is not applicable given that the Company has no off-balance sheet items. v. Agreements on future financing receivables This is 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.

10.9 Managements comments on relevant off-balance sheet items (a) As such items change or may change revenues, expenses, operating income, financial expenses or other items recorded in the issuers financial statements Nature and purpose of operation 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. (b) (c) Management informs that the Company holds no off-balance sheet items.

Management informs that the Company holds no off-balance sheet items.

10.10 - Managements comments on business plan (a) (i) Investments Quantitative and qualitative description of current and future investments

The Company's Directors report that the Company currently has in its portfolio a project under construction, Parnaba II. There are no plans for new investments in the short term. Parnaba II The investments made and planned can be summarized in the tables below:
Operational Capex Performed (1) (2) (in thousands of R$) 2010 2011 2012 0 22,082 455,764

2013 684,047

2014E 361,000

TOTAL 1,522,893

(1) Including taxes and contingencies. (2) Not including interest during construction and reserve account for the debt service.
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Disbursement Curve (%) and Total Estimated Capex (1) (2) (3) (in thousands of R$) 2010A 2011A 2012A 2013E 2014E 0.00% 1.45% 29.93% 44.92% 23.70%

TOTAL 1,522,893

(1) Expected values in nominal terms. (2) Contingencies budgeted and not used will be transferred to the budget of the following year. (3) Includes investments for 100% of the project. (ii) Sources of investment financing Parnaba II The Company Management states that in the fourth quarter of 2013, the maturity shortterm debt (bridge loan) contracted with Ita BBA, CEF and BNDES was postponed. 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 BNDES Itau BBA CEF Total R$280.7 MM R$200.0 MM R$280.0 MM R$760.7 MM Maturity 06/15/2015 12/30/2014 12/30/2014 Cost TJLP + 2.4% p.a. CDI + 3% p.a. CDI + 3% p.a.

(iii)

Material current 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 New products and services Description of current research studies already disclosed

N/A (c) N/A (i) 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 respectively in research and development of new technologies. (iii) Projects in progress already disclosed
60

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.

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.

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ANNEX II ITEM 13 OF THE REFERENCE FORM (Additional information related to the proposed compensation of the management) 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 majors 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) (i) compensation - breakdown description of components of compensation and their objectives

Managements compensation policy consists of (i) a fixed component, the maximum amount being set annually by general meetings (administrators) and by the Executive Board (non-statutory board), which depending on the case, it may 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. From the Fiscal Year of 2013, it was deliberated that the Board of Directors would be eligible only for Fixed Compensation and Long-Term Variable Compensation based on company shares. Variable Compensation Short Term Until April 2012, the short-term remuneration of the Board of Directors was paid upon attendance of board meetings. 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: (i) Through the Shareholder Plan, i.e. options granted by the Co-controlling Shareholder Eike Fuhrken Batista with its own shares, 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 control of the Company during the financial year of 2013, new grants of options of the Shareholder Plan were suspended and the current beneficiaries are serving periods of finalization of contracts still in effect.
62

(ii)

Through annual stock option plans (Company Plans), under the program granting options to buy or subscribe the companys common shares, the latest amendment and consolidation of which was voted at the general meeting held on January 26, 2012 (Program).

The Companys Program and the Shareholders Plan aim at stimulating Managers, key employees and staff to conduct our business successfully, encouraging an entrepreneurial and results-oriented culture, and aligning Managements interests with those of our shareholders. For more information, see item 13.4 of the Reference Form. Statutory and Non-Statutory Officers Fixed Compensation Statutory and Non-statutory 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 Statutory and Non-Statutory Managements 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 statutory and non-statutory management in accordance with their performance and returns earned for our company. Long term - Compensation based on company shares Share-based compensation through options to buy or su bscribe company shares (Stock Options), which may be granted in two manners: by the Shareholder or Company Plan in the scope of our company stock option plan as described above. The Companys Program and the Shareholders Plan aim at stimulating Manager s, key employees and staff to conduct our business successfully, encouraging an entrepreneurial and results-oriented culture, and aligning Managements interests with those of our 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 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.

63

(ii)

what is each components proportion of total compensation

Each components proportion of total compensation in FY 201 was as follows:

Board of Directors Fixed Compensation Salary or withdrawal Benefits Others Variable Compensation Compensation based on company shares Shareholder Plan Company Program Total 5.1% 5.5% 100.0% 89.7% 0.0% 100.0% 0% 0% 100% 0% 0% 0% 81.5% 0.0% 7.9% 0.0% 7.4% 0.3% 1.7% 0.9% 100% 0% 0% 0% 0% 0% 0% 0% Statutory Management Audit Committee Fiscal Council

(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 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. We aim 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 Various components of remuneration are practiced for the Statutory Board using various components of remuneration and fixing the greater portion of compensation through stock-based compensation (grant of Options under the Shareholder Plan). On the other hand, for the members of the Board, the use of components of varying remuneration is practiced and fixing the greater portion of compensation occurs through fixed remuneration as shown in the table above. (c) Key performance indicators component of compensation taken into account to determine each

To determine fixed and variable compensation for executive board members, we uses 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 sharebased 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.
64

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 -, mediumand long-term interests Fixed and variable compensation together with share-based compensation aim to encourage better management, and to attract and retain managers, seeking gains through commitment to short and medium-term results. In addition, stock options give 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 option plan granted by the co-controlling shareholder Eike Furken Batista in favor of certain members of management (Shareholder Plan), as mentioned above, grants stock options issued by ENEVA. With the change of control of the Company during the financial year of 2013, new grants of options of the Shareholder Plan were suspended and the current beneficiaries are serving periods of finalization of contracts still in effect, as mentioned previously. 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.

13.2 - Total compensation of the board of directors, statutory officers and fiscal council
Total compensation stipulated for the current fiscal year (2014) Annual Amounts Board of Statutory Fiscal Council Total Directors Officers No. of members 2.0 2.1 0.0 4.08 Annual Fixed Compensation Salary or withdrawal 240,000.00 3,337,093.02 3,577,093.02 0.00 Direct and indirect benefits Attending committees Others Description of other fixed compensation items Variable compensation Bonus Profit sharing Share in meetings Commissions 0.00 0.00 0.00 No payment of INSS (social security) 95,014.64 0.00 673,575.61 Payments to INSS/FGTS 0.00 0.00 0.00 0.00 95,014.64 0.00 673,575.61 0.00

0.00 0.00 0.00 0.00

0.00 3,774,995.37 0.00 0.00

0.00 0.00 0.00 0.00

0.00 0.00 0.00 0.00

65

Others Description of other variable compensation items Post-employment Leaving position Based on shares

0.00 0.00 0.00 0.00 0.00 Forecast annual data for fiscal year 2014. The number of members was determined as specified by CVM Notice SEP/#01/2014. 240,000.00

0.00 0.00 0.00 0.00 0.00 Forecast annual data for fiscal year 2014. The number of members was determined as specified by CVM Notice SEP/#01/2014. 7,880,678.65

0.00 0.00

0.00 0.00 0.00 0.00 0.00

0.00 0.00 0.00 There is no estimate yet of installation of Fiscal Council for fiscal year 2014. The number of members was determined as specified by CVM Notice SEP/#01/2014. 0.00

Note

Total compensation

8,120,678.65

Total compensation in period ended 12/31/2012 - Annual Amounts Board of Directors No. of members Annual Fixed Compensation Salary or withdrawal Direct and indirect benefits Attending committees Others Description of other fixed compensation items Variable compensation Bonus Profit sharing Share in meetings Commissions Others Description of other variable compensation items Post-employment Leaving position Based on shares 9.3 Statutory Officers 3.3 Fiscal Council 0.0 Total 12.51

497,820.37 0.00 47,999.98 0.00 No payment of INSS (social security)

3,295,934.69 139,205.04 0.00 732,798.40 Payments to INSS/FGTS

0.00 0.00 0.00 0.00 0.00

3,793,755.06 139,205.04 47,999.98 732,798.40 0.00

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 65,116.19 Taking the total number of options exercised in 2013, under both the Shareholder Plan and the Company

0.00 397,290.00 0.00 0.00 0.00 0.00 0.00 0.00 39,824,567.73 Taking the total number of options exercised in 2013, under both the Shareholder Plan

0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 The Fiscal Council has not been installed for the fiscal year 2013. The number of members was

0.00 397,290.00 0.00 0.00 0.00 0.00 0.00 0.00 39,889,683.92

Note

66

Total compensation in period ended 12/31/2012 - Annual Amounts Board of Directors Plan. The number of members was determined as specified by CVM Notice SEP/#01/2014. Total compensation Statutory Officers and the Company Plan. The number of members was determined as specified by CVM Notice SEP/#01/2014. 610,936.54 44,389,795.86 Fiscal Council determined as specified by CVM Notice SEP/#01/2014. Total

0.00

45,000,732.40

Total compensation in period ended 12/31/2012 - Annual Amounts Board of Directors No. of members Annual Fixed Compensation Salary or withdrawal Direct and indirect benefits Attending committees Others Description of other fixed compensation items Variable compensation Bonus Profit sharing Share in meetings Commissions Others Description of other variable compensation items Post-employment Leaving position Based on shares Note 0.00 0.00 195,000.00 0.00 0.00 No payment of INSS (social security) 0.00 0.00 6,216,161.54 Taking the total number of options exercised in 2012, under both the Shareholder Plan and the Company Plan. The number of members was determined as 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 195,000.00 0.00 0.00 355,000.00 0.00 165,000.00 0.00 No payment of INSS (social security) 0.00 834,473.39 Payments to INSS (social security) 4,180,276.66 177,096.06 0.00 0.00 0.00 No payment of INSS (social security) 165,000.00 834,473.39 89,402.00 4,624,678.66 177,096.06 11.50 Statutory Officers 5.00 Fiscal Council 3.00 Total 19.50

0.00 0.00 18,672,647.84 Taking the total number of options exercised in 2012, under both the Shareholder Plan and the Company Plan. The number of members was determined as -

0.00 0.00 The number of members was determined as specified by CVM Notice SEP/#01/2014. -

0.00 0.00 24,888,809.37

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Total compensation in period ended 12/31/2012 - Annual Amounts specified by CVM Notice SEP/#01/2014. Total compensation 6,931,161.54 specified by CVM Notice SEP/#01/2014. 23,864,493.95 89,402.00 30,885,057.48

Total compensation in period ended 12/31/2011 - Annual Amounts Board of Directors No. of members Annual Fixed Compensation Salary or withdrawal Direct and indirect benefits Attending committees Others Description of other fixed compensation items Variable compensation Bonus Profit sharing Share in meetings Commissions Others Description of other variable compensation items Post-employment Leaving position Based on shares Note 0.00 0.00 9,378,841.05 Taking the total number of options exercised in the fiscal year of 2011 under both the Shareholder Plan and the Company Plan. The number of members was determined as specified by CVM Notice SEP/#01/2014. 9,893,841.05 0.00 0.00 395,000.00 0.00 0.00 N/A 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 395,000.00 0.00 0.00 0.00 0.00 120,000.00 0.00 No payment of INSS (social security) 0.00 761,552.43 Payments to INSS (social security) 3,807,761.82 173,292.35 0.00 0.00 0.00 No payment of INSS (social security) 120,000.00 761,552.43 69,748.00 3,877,509.82 173,292.35 8.92 Statutory Officers 5.00 Fiscal Council 3.00 Total 16.92

0.00 0.00 27,500,757.20 Taking the total number of options exercised in the fiscal year of 2011 under both the Shareholder Plan and the Company Plan. The number of members was determined as specified by CVM Notice SEP/#01/2014. 32,243,363.80

0.00 0.00 0.00 The number of members was determined as specified by CVM Notice SEP/#01/2014.

0.00 0.00 36,879,598.25

Total compensation

69,748.00

42,206,952.85
68

69

13.3 - Variable compensation of the board of directors, statutory officers, and fiscal council The payment of variable remuneration is scheduled only for the Statutory Officers related to the current fiscal year (2014), as shown in the following table.
Variable compensation estimated for the current fiscal year (2014) Board of Directors Statutory Officers 02 Fiscal Council Total 02 -

No. of members Bonus Minimum amount estimated in compensation plan Maximum amount estimated in compensation plan Amount established in the compensation plan if the goals are achieved Profit sharing Minimum amount estimated in compensation plan Maximum amount estimated in compensation plan Amount established in the compensation plan if the goals are achieved

2,642,496.76 4,907,493.98 3,774,995.37

2,642,496.76 4,907,493.98 3,774,995.37

Variable compensation in period ended 12/31/2013 - Annual Amounts Board of Directors Statutory Officers 1 Fiscal Council Total 1 -

No. of members Bonus Minimum amount estimated in compensation plan Maximum amount estimated in compensation plan Amount established in the compensation plan if the goals are achieved Profit sharing Minimum amount estimated in compensation plan Maximum amount estimated in compensation plan Amount established in the compensation plan if the goals are achieved Amount recognized in Income for the year

287,000.00 533,000.00 410,000.00 397,290.00

287,000.00 533,000.00 410,000.00 397,290.00

There was no variable compensation related to bonuses or participation in results in the last two fiscal years for members of the board of directors, statutory officers or fiscal council.

13.4 - Share-based compensation for the board of directors and statutory officers

70

(a)

General terms and conditions

Stock options granted by the co-controlling shareholder Eike Fuhrken Batista (Shareholder Plan) The co-controlling shareholder Eike Batista Fuhrken granted in favor of certain members of management of the Company, options to purchase shares held issued by the 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 co-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 control of the Company during the financial year of 2013, new grants of options of the Shareholder Plan were suspended and the current beneficiaries are serving periods of finalization of contracts still in effect, , as mentioned previously. 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: (iii) (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; 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). 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 the responsibility for administering the program was delegated to the board of directors

(v)

(vi)

Therefore, the board of directors shall: (vii) (viii) (ix) (x) (xi) decide issues of shares under the program (art. Corporations); 168, 1, b of the Law of

within the parameters of the program, define periodic plans (referred to in this Reference Form as Company Plans); proceed to make any alterations in relation to Company Plans currently in place; take any other steps required to manage the Company Program, as long as they do not lead to its being altered; and propose alterations to the Company Program to be submitted to the approval of extraordinary general meetings.
71

The board of directors shall also decide on the opportunity and convenience of implementing said periodic plans in each year of the programs duration, o r 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 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) State how 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 aspect s that may add to the value of our company on a sustainable basis. (d) How does the plan mesh 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 does the plan align the interests of the issuers management with issuer short- medium- and long-term interests The EBX and Company Plans 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

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.
72

The maximum number of shares that may be covered by the Co-controlling Shareholder Eike Fuhrken Batista (Shareholder Plan) is determined by the Co-controlling Shareholder, 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. (h) Conditions for acquiring shares

Once a member of management has been granted options under the Controlling Shareholder Plan or Company Program, he or she 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 Shareholder Plan, purchase price or exercise is determined at the discretion of the Co-controlling Shareholder Eike Furken 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 co-controlling shareholder Eike Furken Batista 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 the date of the first payment. (I) Restrictions on transfer of shares

The Shareholder 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 may lead to 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.

73

(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 option, 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 Shareholder Plan, the dismissal of the manager implies the loss of unvested options.

13.5 - Holdings in shares, units or other convertible securities management and fiscal council members - by body
ENEVA shares Board of Directors Executive Board Fiscal Council 155,155 485,700 MMX shares 277,500 1 MMX debentures 137,885 0 OG Par shares 139,100 1 OSX Shares 50 0 -

held by
CCX Shares 34,305 0 -

74

Share-based compensation for the board of directors and statutory officers Companys stock option plan:
Share-based compensation estimated for the current financial year (2014) Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options Final date for exercising 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)

Statutory Officers -

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 financial year ended 12/31/2012 Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options Final date for exercising 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)

Statutory Officers -

75

Potential dilution if all options granted were to be

Share-based compensation financial year ended 12/31/2012 Board of Directors exercised Statutory Officers

Share-based compensation financial year ended 12/31/2012 Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options 11/26/2007 528,000 Options will be exercised in the proportion of 20% on each of the first five grant-date anniversaries of the public offering held on December 13, 2007 1 year after maturing none 04 Statutory Officers -

Final date for exercising 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)

1.01 R$16.03 0.02%

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 financial year ended 12/31/2011 Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options 11/26/2007 528,000 Options will be exercised in the proportion of 20% on each of the first five grant-date anniversaries of the public offering held on 04 Statutory Officers -

76

Share-based compensation financial year ended 12/31/2011 Board of Directors December 13, 2007 Final date for exercising 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)

Statutory Officers -

1 year after maturing none

0.96 0.96 R$16.03 0.02%

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.

Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder Plan)
Share-based compensation estimated for the current financial year (2014) Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options Final date for exercising 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 Statutory Officers -

Share-based compensation financial year ended 12/31/2012 Board of Directors Number of members 01 Board of Directors 01 Statutory Officers 05
77

Share-based compensation financial year ended 12/31/2012 Grant of stock options Grant date Quantity of stock options granted Final vesting date for options 04/28/2008 2,885,400 Options will be exercised in the proportion of 10% on each of the first five grantdate anniversaries of the public offering held on December 13 of each year 1 year after maturing None 04/28/2008 1,295,940 Options will be exercised in the proportion of 20% on each of the first five grant-date anniversaries of the public offering held on December 13 of each year 1 year after maturing None 04/28/2008 17,312,640

Options will be exercised in the proportion of 10% on December 13 of each year

Final date for exercising 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

1 year after maturing None

R$ 0.01 R$ 0.01 R$15.83 None

R$ 0.01 R$ 0.01 R$15.83 None

R$ 0.01 R$ 0.01 R$15.83 None

Share-based compensation financial year ended 12/31/2012

1.1
Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options

Board of Directors 01

Board of Directors 01

Statutory Officers 05

04/28/2008 2,885,400 Options will be exercised in the proportion of 10% on December 13 of each year 1 year after maturing None

04/28/2008 1,295,940 Options will be exercised in the proportion of 20% on December 13 of each year 1 year after maturing None

04/28/2008 17,312,640 Options will be exercised in the proportion of 10% on December 13 of each year 1 year after maturing None

Final date for exercising options Transfer restriction period Weighted average price for period: (a) Options outstanding at

R$0.01

R$0.01

R$0.01
78

Share-based compensation financial year ended 12/31/2012 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 R$0.01 R$15.83 None R$0.01 R$15.83 None R$0.01 R$15.83 None

Share-based compensation financial year ended 12/31/2011 Board of Directors Number of members Grant of stock options Grant date Quantity of stock options granted Final vesting date for options 04/28/2008 2,885,400 Options will be exercised in the proportion of 10% on December 13 of each year 1 year after maturing None 04/28/2008 1,295,940 Options will be exercised in the proportion of 20% on December 13 of each year 1 year after maturing None 04/28/2008 17,312,640 Options will be exercised in the proportion of 10% on December 13 of each year 1 year after maturing None 01 Board of Directors 01 Statutory Officers 05

Final date for exercising 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

R$0.01 R$0.01 R$15.83 None

R$0.01 R$0.01 R$15.83 None

R$0.01 R$0.01 R$15.83 None

79

13.7 - Details of outstanding options held by the board of directors and statutory officers Companys stock option plan
Outstanding options at the year ended 12/31/2013 Board of Directors No. of members Options yet to vest Quantity Vesting date Final date for exercising 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 Transfer restriction period Weighted average price for period Fair value of options on last day of period Fair value of options on last day of period Statutory Officers -

Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder Plan)
Outstanding options at the year ended 12/31/2013 Board of Directors No. of members Options yet to vest Quantity Vesting date Final date for exercising 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 322,655 13.12.2014
80

Statutory Officers 1

1,290,621 Options will be exercised in the proportion of 10% on December 13 of each year 12.13.2017 R$ 0.01 R$ 2.92

Transfer restriction period Weighted average price for period Fair value of options on last day of period Fair value of options on last day of period

R$ 0.01 R$ 2.92 R$ 4,710,765.92

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 - Period ended 12/31/2012 Board of Directors Number of members Options vested Number of shares Weighted average price for period Difference between exercise price and share price for options exercised Shares delivered Number of shares Weighted average price for period Statutory Officers -

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

R$0.00

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Options exercised - Period ended 12/31/2012 Board of Directors Number of members Options vested Number of shares Weighted average price for period Difference between exercise price and share price for options exercised Shares delivered Number of shares Weighted average price for period 0 0 35,140 R$3.52 04 Statutory Officers -

R$1,510,317.20

Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder Plan)
Options exercised - Period ended 12/31/20123 Board of Directors Number of members Options vested Number of shares Weighted average price for period Difference between exercise price and share price for options exercised Shares delivered Number of shares Weighted average price for period 0 0 636,092 R$ 0.01 R$ 6,354,559.08 3,816,612 R$ 0.01 R$ 38,127,953.88 01 Statutory Officers 05

Options exercised - Period ended 12/31/20123 Board of Directors Number of members Options vested Number of shares Weighted average price for period Difference between exercise price and share price for options exercised Shares delivered Number of shares Weighted average price for period 0 R$ 0.00 0 R$ 0.00 547,740 R$ 0.01 R$ 6,101,823.60 1,731,240 R$ 0.01 R$ 19,286,013.60 02 Statutory Officers 05

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Options exercised - Period ended 12/31/20123 Board of Directors Number of members Options vested Number of shares Weighted average price for period Difference between exercise price and share price for options exercised Shares delivered Number of shares Weighted average price for period 0 R$ 0.00 0 R$ 0.00 0 R$ 0.00 0 R$ 0.00 02 ENEVA 182,580 R$ 0.01 ENEVA 577,080 R$ 0.01 Statutory Officers 05 MMX 10,640 R$ 0.01 LLX 10,640 R$ 0.01

R$ 8,488,144.20

R$ 26,828,449.20

R$ 70,862.40

R$ 35,750.40

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. Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder Plan) To determine the fair value of the stock options program of the Shareholders Plan, 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.

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(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. Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder Plan) (i) Determination of expected volatility To calculate share volatility, in those cases where there was no historical series of 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 Shareholder Plan was taken into consideration. (iii) Risk-Free Rate The risk-free interest rate was determined based on market projections. (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 Companys 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.
84

Plan for Granting Stock Options by Co-controlling Shareholder Eike Furken Batista (Shareholder 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 ENEVAs 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

CIt is calculated using continuous returns of historical quotation of ENEV3 stock. (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.

13.10 - Information on pension plans provided to members of the board of directors and statutory officers The Company does not provide a pension plan to its managers.

13.11 Maximum, minimum and average compensation of the board of directors, statutory board and fiscal council Annual amounts
Board of Directors 12/31/2013 No. of members Amount of greatest compensation (Reais) Amount of lowest compensation (Reais) Average amount of compensation (Reais) 12/31/2012 12/31/2011 12/31/2013 Statutory Officers 12/31/2012 12/31/2011 12/31/2013 Fiscal Council 12/31/2012 12/31/2011

9.3

11.5

8.9

3.3

5.0

5.0

0.0

3.0

3.0

96,000

3,112,108

4,567,588

15,933,138

7,629,279

10,447,472

0,00

29,801

23,249

31,324

70,000

151,623

991,666

4,011,041

5,403,587

0,00

29,801

23,249

65,692

602,710

1,111,668

13,451,453

4,772,899

6,448,673

0,00

29,801

23,249

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.

85

13.13 - Percentage of total compensation held by management and members of the fiscal council who are parties related to the controlling shareholders
2011 Board of Directors Statutory Officers Fiscal Council 91% 32% 2012 91% 0% 2013 71% 0% -

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. 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/LLX/ OGX/EBX/OSX (1) 2011 Board of Directors Executive Board Fiscal Council Others 4,693,307 MMX/LLX/ OGX/OSX/CCX/EBX (1) 2012 3,798,624 MMX/LLX/ OGX/OSX/CCX/EBX (1) 2013 2,333,631 -

(1) MMX Minerao e Metlicos S.A. LLX Logstica S.A. OGX Petrleo e Gs Participaes S.A. OSX Brasil S.A. EBX Investimentos Ltda. CCX Carvo da Colmbia S.A. 13.16 - Other relevant information Clarifications about item 13.2 of the Reference Form The Company wishes to clarify that in notes no. 15 to the Financial Statements of 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 (A)

Statutory Officers (B)

Fiscal Council (C)

Total Reference Form (A)+(B)+(C)

Other Directors of the Company and its subsidiaries (D)

Total Financial Statements (A)+(B)+(C)+(D)

86

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 note no. 22 to its 2012 financial statements, and in note no. 22, Share-based payment plan, to the 2011 financial statements. In this note we showed two tables: the first containing the accumulated 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, respectively in notes no. 15 Related parties, item d. This notwithstanding, the Company agrees to inform in future disclosures, in the note on related parties, that the balances shown refer to the accumulated liability position of the fair values calculated on the options granted.

87