ENEVA S.A.

CNPJ/MF: 04.423.567/0001-21
Publicly-held Company


MATERIAL FACT NOTICE

ENEVAs Capitalization and Extension of Debt Maturity Profile

Rio de Janeiro, May 12, 2014 - ENEVA S.A. (ENEVA or Company) (BM&FBOVESPA: ENEV3, GDR I:
ENEVY), in accordance with the Article 157, paragraph 4 of Law 6,404/76 and the CVM Rule 358, of 3
January 2002, hereby announces that on the date hereof it has reached an agreement with DD Brazil
Holdings S.a.r.l. (E.ON), E.ON SE, Banco BTG Pactual S.A. (BTG), Banco Citibank S.A. (Citibank),
HSBC Bank Brasil S.A. Banco Multiplo (HSBC) and Ita Unibanco S.A. (Itau and, together with BTG,
Citibank and HSBC the Bank Parties) to implement a series of measures to strengthen the Companys
capital structure. The agreement encompasses, amongst other things, the following:

(i) ENEVA will launch a private capital increase at the level of ENEVA of up to R$1,500,000,000.00 (one
billion, five hundred million Reais) divided in two phases:

a) a cash only private capital increase of up to R$316,500,000.00 (three hundred, sixteen million
and five hundred thousand Reais) at a price per share of R$1,27 (one real and twenty seven
centavos) which represents ENEVAs closing stock trading price at the BM&FBOVESPA on May 9,
2014, as approved by ENEVAs Board of Directors of the Company on the same date (May 9,
2014), whereby E.ON has committed to subscribe for new ENEVA shares in an amount of
R$120,000,000.00 (one hundred and twenty million Reais), subject to certain conditions
precedent (Phase I Capital Increase); and

b) an asset and cash private capital increase of up to R$1,500,000,000.00 (one billion and five
hundred million Reais) less the amount raised in Phase I Capital Increase, to be submitted for
approval to ENEVAs shareholders meeting upon fulfilment of certain conditions precedent, for
a price to be fixed in accordance with Brazilian law and to be defined by ENEVA`s Board of
Directors, whereby E.ON has committed to subscribe for new ENEVA shares pro rata to its
current shareholding in ENEVA up to an amount of R$450,000,000.00 (four hundred fifty
million Reais), provided that such commitment may be fulfilled through the contribution of part
of or all of E.ONs direct or indirect shareholding in Pecm II Gerao de Energia S.A. (Pecm
II), following the potential sale of Pecm II to E.ON, as described below). (Phase II Capital
Increase and, together with Phase I Capital Increase, the Capital Increases). The subscription
by E.ON is limited to the extent that E.ONs participation in ENEVA shall not exceed 49.9%.

As a preliminary step to Phase II Capital Increase, ENEVA will dispose of between 50% and 100% of
Pecm II (Pecm II Sale) via a bidding process (Bidding Process). E.ON has committed to provide a
backstop guarantee whereby it would indirectly acquire up to 50% (fifty percent) of the shares of Pecm
II and a certain part of the intercompany loan provided by ENEVA to Pecm II, through a special

ENEVA S.A.
CNPJ/MF: 04.423.567/0001-21
Publicly-held Company


purpose vehicle to be equally held by E.ON and ENEVA, at fair market value to be assessed in the
context of the Bidding Process, and confirmed by way of a valuation report by Deloitte Touche
Tohmatsu (Pecm II Price), provided that E.ONs commitment shall not exceed R$400,000,000.00.00
(four hundred million Reais) and the fulfilment of certain conditions precedent, including that a more
attractive offer is not present by a third party in the context of the Bidding Process.

Additionally, a long term financing to Pecm II will be provided by the Bank Parties in the total amount
of R$150,000,000.00 (one hundred fifty million Reais) subject to obtainment of consents and approvals
under existing financing agreements of ENEVA group (Pecem II Long Term Financing).

(ii) Subject to certain conditions precedent, the Bank Parties have committed to (a) bridge financing to
ENEVA in the amount of R$100,000,000.00 (one hundred million Reais) to be repaid with the proceeds
from the Pecem II Long Term Financing; and (b) a R$600,000,000.00 (six hundred million Reais)
minimum roll down of their outstanding holding credit against ENEVA to the Companys subsidiaries and
to a five-year maturity extension of the remaining holding loans at ENEVA level, with amortization
starting in June, 2017 (Debt Restructuring).

The Capital Increases, the Debt Restructuring and the Pecm II Sale are aimed at providing additional
cash to ENEVA group and enhance its capital structure and balance sheet.

The Company will keep its shareholders and the market informed of the progress in the implementation
of the Capital Increases, the Pecm II Sale and the Debt Restructuring.

Additionally, ENEVA will host a conference call today, Monday, May 12, 2014, at 11:00 am (Braslia time)
/ 10:00 am (US ET).

Conference call:
Phone (Brazil): +55 11 3193-1001 / +55 11 2820-4001
Phone (USA): +1 786 924-6977
Code: ENEVA

Webcasting:
www.ccall.com.br/eneva/extramay2014.htm (English)
www.ccall.com.br/eneva/extramaio2014.htm (Portuguese)


Fabio H. Bicudo
CEO and Investor Relations Officer
ENEVA S.A.

ENEVA S.A.
CNPJ/MF: 04.423.567/0001-21
Publicly-held Company


ABOUT ENEVA
ENEVA is a power generation and trading company, with complementary businesses in natural gas exploration and production.
The Company currently has approximately 2.4GW of gross installed capacity in operation and is building over 517MW of additional
capacity, which places it among the largest private power generation companies in Brazil. ENEVA also owns an interest in natural
gas onshore blocks in the Parnaba Basin.

Investor Relations:
Flavia Heller
Rodrigo Vilela
+55 21 3721-3030
ri@eneva.com.br
ir.eneva.com.br

Press:
Carla Assemany +55 21 3721-3359 / +55 21 999537255




LEGAL NOTICE
This document contains Company-related statements and information that reflect the current vision and/or expectations the
Company and its management have regarding its business plan. These include, among others, all forward-looking statements that
involve forecasts and projections, indicate or imply results, performance or future achievements and may contain words such as
believe foresee expect consider is likely to result in or other words or expressions of similar meaning. Such statements
are subject to a series of expressive risks, uncertainty and premises. Please be advised that several important factors can cause the
actual results to diverge materially from the plans, objectives, expectations, estimations and intentions expressed in this
document. In no event shall the Company or the members of its board, directors, assigns or employees be liable to any third party
(including investors) for investment decisions or acts or business carried out based on the information and statements that appear
in this presentation, or for indirect damage, lost profit or related issues. The Company does not intend to provide to potential
shareholders with a revision of the statements or an analysis of the differences between the statements and the actual results.
Each investor must conduct and rely on its own evaluation, including of the associated risks in making an investment decision.