management proposal of the general ordinary shareholders meeting 04.28.14

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    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 tobe 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 itsBylaws and with applicable legislation, in order to serve the interests of theCompany, hereby proposes the following, with respect to the Ordinary GeneralShareholders Meeting:

    (i) Verify the management accounts, examine, discuss and vote on the

    financial statements related to the fiscal year ended on December 31st

    ,2013:

    The Companys Management proposes that the Shareholders analyze and, aftercareful consideration, approve the Financial Statements and Management Report,as approved by the Companys Board of Directors in the meeting held on March27th, 2014. The Management also recommends the approval of the managementaccounts and the acknowledgement of the Independent Auditors Report related tothe fiscal year that ended on December 31st, 2013.

    The Financial Statements and the Management Report were published on March28th, 2014, in the Dirio Oficial do Estado do Rio de Janeiro and in the Dirio

    Mercantil. The mentioned documents, along with the standardized financialstatements form DFP and the comments of the Management regarding theCompanys financial status are available on the website of the Brazilian Securitiesand Exchange Commission (Comisso de Valores Mobilirios CVM)(www.cvm.gov.br), on the BM&FBovespa website (www.bmfbovespa.com.br) andon ENEVAs website (http://ri.eneva.com.br/), pursuant to CVM Rule 481/09.

    http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/
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    (ii) Approve the allocation of the income of the fiscal year ended onDecember 31st, 2013:

    Considering the negative results of the fiscal year, at R$ 942.5 million, it is notapplied any proposition of allocation of the income. In this sense, the presentationof 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 theCompanys Management in the amount of up to R$8.5 million, to be distributed inaccordance with the duties undertaken, the time devoted to the Company and theprofessional expertise of each member of the Management. This amount, which willnot 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 ofthe Board of Directors and of the Committees related to such governing body. Inaddition to the compensation detailed above, the members of the CompanysManagement may exercise and/or receive stock options for subscription of shares

    of the Company, pursuant to the Companys Stock Purchase or Subscription OptionProgram, available on the Companys Investor Relations website(http://ri.eneva.com.br/) and on the CVMs website (www.cvm.gov.br). Theproposed remuneration for the Companys Executive Officers of up to R$8.2 millioncomprises fees and benefits.

    Pursuant to article 12 of CVM Rule 481/09, additional information related toManagement compensation, according to item 13 of the Reference Form, isattached 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 onBM&FBovespas website (www.bmfbovespa.com.br).

    GENERAL CLARIFICATIONS REGARDING PARTICIPATION IN THESHAREHOLDERS MEETING:

    In order to participate in the Meeting, the Shareholders shall be present, in personor by proxy, at the time and place set forth for the Meeting, pursuant to the CallNotice, and shall present the following documents:

    (a) Individual Shareholders:(i) Shareholders identification document;

    (ii) Statement of equity participation issued by the custodian of theCompanys shares no more than 2 (two) business days prior to theShareholders Meeting; and,

    (iii) In the event the shareholder is represented by a proxy, thedocuments listed in item (c) below.

    (b) Legal Entity Shareholders:(i) Identification document of the legal representative or proxy in

    attendance;

    (ii) Statement of equity participation issued by the custodian of theCompanys shares no more than 2 (two) business days prior to the

    Shareholders Meeting;

    http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/http://www.cvm.gov.br/
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    (iii) Updated Bylaws or Articles of Association, registered with therelevant authority;

    (iv) Document evidencing the powers of representation: minutes of themeeting in which the legal representative or person who signed thepower-of-attorney was elected, as the case may be;

    (v) In the event the shareholder is represented by a proxy, thedocuments listed in item (c) below; and,

    (vi) In the event the shareholder is an equity fund, the charter anddocuments related to its manager listed in item (iv) above.

    (c) Shareholders represented by proxy:

    In the event the shareholder prefers to be represented by proxy, such shareholdershall also furnish the following documents:

    (i) Notarized Power-of-attorney, issued less than one year from the dateof 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 equityfund manager representing the investors; and

    (ii) Proxys identification document;

    Note: Proxies granted outside of Brazil shall be notarized by a dulyauthorized notary, registered with the Brazilian consulate and translated tothe Portuguese language by a sworn translator.

    In order to expedite the organization of the Shareholders Meeting, the Companyrequests that the above listed documents be delivered at least 2 business daysprior to the Shareholders Meeting, by hand delivery, courier or e-mail (in the lattercase, the hard copy must be furnished at the Shareholders Meeting) to thefollowing addresses:

    Hard Copies:Att.: Corporate GovernancePraia do Flamengo, 66, 7thfloorCEP: 22.210-903, Rio de Janeiro RJ

    E-mail:Please include in the subject line:Documents Shareholders Meeting of ENEVA - April 28th, 2014E-mail:[email protected]

    The Company would like to note that the purpose of the prior delivery of thedocuments is to streamline the proceedings related to the Shareholders Meetingand such prior delivery is not a requirement for participation in the Meeting.

    Finally, the Company would like to clarify that this Management Proposal, togetherwith the relevant Call Notice, are available at CVMs website (www.cvm.gov.br), atBM&FBOVESPAs website (www.bmfbovespa.com.br), as well as on the CompanysInvestor Relations (http://ri.eneva.com.br/). Additionally, the documents related tothis Call Notice, including those required by CVM Rule 481/09, are available to theshareholders at the Companys head office.

    http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.cvm.gov.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.bmfbovespa.com.br/http://www.cvm.gov.br/
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    Rio de Janeiro, March 27th, 2014.

    The Management.

    Jrgen KildahlChairman of the Board of Directors

    ENEVA S.A.

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    ANNEX IITEM 10 OF THE REFERENCE FORM

    10.1 General financial and equity conditions

    The information given below has been reviewed by the Company Management, andtheir comments are attached.

    The figures shown in this section 10 have been extracted from the Companyconsolidated financial statements for the years ended December 31, 2012, 2011and 2010 and the quarterly financial statements QFS for the quarter ended March31, 2013.

    (a) Managements comments on the general financial and equityconditions

    The Company Management has the following comments to make on the generalfinancial and equity conditions of the Company:

    In the year 2011, our Company recorded consolidated gross revenue of R$189.9million, R$42.3 of which from the operation of Serra do Navio thermoelectric plantand R$148.1 million from the energy trader. The Company recorded a loss ofUS$408.5 million for this year, with consolidated cash position (cash and cashequivalents, marketable securities) at the end of 2011 to R$ 1,380.2 million,consisting mainly of issuance in June year of R$ 1,377 billion in convertibledebentures. Loans and financings totaled R$ 3.321 million.

    In the year 2012, the Company reported a consolidated gross revenue of R$ 54.1million, which is entirely caused by the Amapari, Comercializadora de Energia eItaqui 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. OnDecember 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, ItaquiParnaba Parnaba and II and Amapari. Our Company recorded loss of R$942.4million for this year; however, it recorded consolidated cash and cash equivalents ofR$277.6 million. On December 31, 2013, loans, financing and debentures totaledR$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 ofDecember 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 theFinancial Statement of December 31, 2013, the Company has sufficient financialand equity conditions to implement its business plan and meets its currentobligations in the short, medium and long term.

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    (c) In August 2013, the private capital increase of approximately R$800 million wascompleted, with a subscription price fixed at R$ 6.45 per share.

    The Company is working towards a partial settlement and long-term rollover in2013 these short-term debt and capitalize the company to face the investmentneeds of potential new projects.

    (d) Sources of financing for working capital and investments in non-current assets

    Our reply below under item f gives details of sources for financing investments innon-current assets.

    Management believes that the sources of finance used are adequate for ourCompanys debt profile, since projects have been structured on the basis of ProjectFinance supplied by development banks at subsidized rates of interest and onextended repayment terms of up to 14 years.

    (e) Sources of financing for working capital and investments in non-

    current assets which are intended to be used to cover liquidity shortfalls

    TAs stated above, we are arranging to settle part of this short-term finance during2013, and to replace the rest with long-term debt, so as to provide thecapitalization needed for the company to invest in potential new projects.

    (f) Levels of indebtedness and characteristics of the debt

    (i) Relevant loan and financing agreements

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

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    Consolidated

    12/31/13 12/31/12

    Company Creditor Currency Interest Rate MaturityEffective

    RateTransaction

    costCost to berecognized

    PrincipalInterest

    RateTotal

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Itaqui BNDES (Direct) (a) R$ TJLP+2.78% 6/15/26 2.89% 11,182 9,913 830,630 2,586 823.304 11,182 10,541 898,472 2,772 890,703

    Itaqui BNB (b) R$ 10.00% 6/15/26 10.14% 2,892 2,727 201,977 857 200,107 2,892 2,816 202,322 859 200,365

    Itaqui BNDES (Indirect) (c) R$IPCA + TR

    BNDES+ 4.8%6/15/26 4.80% 1,475 1,473 109,302 6,041 113,870 1,475 1,475 111,299 31,378 141,202

    Itaqui BNDES (Indirect) (d) R$ TJLP+4.8% 6/15/26 4.94% 2,023 1,953 162,052 632 160,731 2,023 2,000 175,016 669 173,685

    Pecm II BNDES (Direct) (e) R$ TJLP+2.18% 6/15/27 7.24% 7,803 6,091 710,327 2,054 706,290 7,803 6,854 695,027 2,002 690,175

    Pecm II BNDES (Direct) (f) R$ IPCA+ TRBNDES + 2.18%

    6/15/27 13.51% 1,740 1,294 131,607 42,840 173,153 1,740 1,482 124,439 25,814 148,772

    Pecm II BNB (g) R$ 10.00% 1/31/28 10.30% 4,287 3,620 250,000 4,070 250,450 4,164 3,773 235,000 3,826 235,053

    Parnaba I BRADESCO (h) R$ CDI+3.00% 12/18/14 4.49% 4,593 - 48,000 117 48,117 4,593 1,571 60,000 5,634 64,063Parnaba I Banco Ita BBA (i) R$ CDI+3.00% 4/15/15 3.44% 11,516 - 60,670 776 61,446 8,917 4,646 65,000 7,675 68,029

    Parnaba I BNDES (Direct) (j) R$ TJLP+1.88% 6/15/27 2.16% 16,867 16,860 493,444 1,370 477,980 2,998 2,998 495,676 392 493,070

    Parnaba I BNDES (Direct) (k) R$IPCA + TR

    BNDES + 1.88%7/15/26 2,17% 6,953 6,663 215,988 10,408 219,733 1,236 1,237 204,388 38 203,189

    ParnabaII

    Banco Ita BBA (l) R$ CDI+3.00% 12/30/14 - - - 200,000 146 200,146 - - 100,000 8,189 108,189

    ParnabaII

    Banco HSBC (m) R$ CDI+3.00% 12/31/13 - - - - - - - - 125,000 10,236 135,236

    ParnabaII

    Banco HSBC (m) R$ CDI+3.00% 12/31/13 - - - - - - - - - - -

    ParnabaII CEF (n) R$ CDI+3.00% 12/30/14 - - - 280,000 286 280,286 - - 325,000 21,523 346,523

    ParnabaII

    BNDES (o) R$ TJLP+2.40% 6/15/15 - 3,619 3,619 280,700 223 280,923 - - 325,000 21,523 346,523

    ENEVAS/A Banco Ita BBA (p) R$ CDI+2.65% 12/16/14 - - - 105,790 503 106,293 - - 105,790 368 106,158

    ENEVAS/A

    PromissoryNotes - 1st Issue

    (q) R$ CDI+1.50% 12/15/13 - - - - - - - - 300,000 11,595 311,595

    ENEVAS/A

    Banco Citibank (r) R$ CDI+2.95% 9/22/14 - - - 101,250 3,107 104,357 - - 101,250 2,042 103,292

    ENEVAS/A Banco Citibank (s) US$

    LIBOR 3M +1.26% 9/27/17 - - - 117,130 20 117,150 - - 102,175 18 102,193

    ENEVAS/A

    PromissoryNotes - 2nd

    Issue(t) R$ CDI+1.50% 12/9/13 - - - - - - - - 300,000 1,005 301,005

    ENEVAS/A

    PromissoryNotes - 3rd Issue (u) R$ CDI+2.95% 12/25/13 - - - - - - - - - - -

    ENEVAS/A

    Banco BTGPactual (v) R$ CDI+3.75% 12/9/14 - - - 101,912 792 102,705 - - 101,912 372 102,284

    ENEVAS/A

    Banco BTGPactual

    (w) R$ CDI+3.75% 6/9/15 - - - 350,000 2,559 352,559 - - - - -

    ENEVAS/A

    Banco BTGPactual (x) R$ CDI+3.75% 12/9/14 - - - 370,000 1,196 371,196 - - - - -

    ENEVAS/A Banco HSBC

    (y) R$ CDI+2.75% 12/12/14 - - - 303,825 1,747 305,572 - - - - -

    ENEVAS/A

    Banco Citibank (z) R$ CDI+4.00% 11/3/14 - - - 42,000 879 42,879 - - - - -

    ENEVAS/A Banco Citibank (aa) R$ CDI+4.00% 12/9/14 - - - 100,000 792 100,792 - - - - -

    ENEVAS/A

    Banco Ita BBA (bb) R$ CDI+2.65% 12/5/14 - - - 200,000 1,618 201,618 - - - - -

    ENEVAS/A Banco Ita BBA (cc) R$ CDI+2.65% 12/9/14 - - - 210,000 1,499 211,499 - - - - -

    ENEVAS/A

    Banco Santander (dd) R$ CDI+3.25 1/15/15 - - - 66,667 336 67,003 - - - - -

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    Consolidated

    12/31/13 12/31/12

    Company Creditor Currency Interest Rate MaturityEffective

    RateTransaction

    costCost to berecognized

    PrincipalInterest

    RateTotal

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    ENEVAS/A

    Morgan Stanley (ee) R$ CDI+3.25 1/15/15 - - - 66,667 336 67,003 - - - - -

    ENEVAS/A

    Banco Ita BBA (ff) R$ CDI+3.25 1/15/15 - - - 66,667 336 67,003 - - - - -

    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 berecognized

    PrincipalInterest

    RateTotal

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Working 2,606 2,322,842 87,906 2,410,748 6,984 1,716,403 110,555 1,819,974

    Noncurrent 51,607 3,853,762 223 3,853,984 32,409 3,111,363 25,852 3,104,806

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    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 MPXChile Holding Ltda., and Parnaba IV Gerao de Energia S.A., which, as from 2013, by applying the new consolidation rules in troduced by theadoption of IFRS 11, we have no obligation to submit financial statements:

    12/31/13 12/31/12

    Company Creditor CurrencyInterest

    RateMaturity

    EffectiveRate

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Pecm I(50%)

    BNDES(Direct)

    (gg) R$ TJLP +2.77%

    6/15/26 TJLP +3.09%

    8,461 4,844 740,449 2,312 737,918 8,461 5,644 799,685 2,475 796,516

    Pecm I(50%)

    BID (hh) US$LIBOR +3.50%

    5/15/26LIBOR +4.67%

    8,808 5,296 158,142 779 153,625 8,705 6,196 143,974 740 138,518

    Pecm I(50%)

    BID (ii) US$ LIBOR +3.00%

    5/15/22 LIBOR +4.16%

    8,939 5,375 184,506 791 179,922 8,814 6,001 173,716 782 168,498

    Chile (50%) Banco CreditSuisse

    (jj) US$ 8,125% 4/15/15 - - - 10,519 183 10,702 - - 14,907 267 15,173

    Chile (50%) Banco CreditSuisse

    (kk) US$ 8,000% 4/15/15 - - - 7,013 120 7,133 - - 10,232 175 10,408

    Parnaba IV(35%)

    Banco BTGPactual (ll) R$

    CDI +2.28% 1/29/14 - - - 24,500 1,796 26,296 - - - - -

    Parnaba III

    (35%)

    Banco

    Bradesco

    (mm) R$CDI +

    2.53%

    1/31/14 - - - 42,000 493 42,493 - - - - -

    26,208 15,514 1,167,129 6,475 1,158,089 25,980 17,841 1,142,514 4,439 1,129,113

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Working 2,481 160,876 6,475 164,870 2,609 88,083 4,439 89,913Noncurrent 13,033 1,006,252 - 993,219 15,231 1,054,432 - 1,039,201

    Consolidated

    12/31/13 12/31/12

    Company Creditor Currency Interest Rate Maturity Effective Rate Transaction cost Cost to berecognized

    PrincipalInterest

    RateTotal

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Itaqui BNDES (Direct) (a) R$ TJLP+2.78% 6/15/26 2.89% 11,182 10,541 898,472 2,772 890,703 11,204 11,087 868,996 3,256 861,165Itaqui BNB (b) R$ 10.00% 6/15/26 10.14% 2,892 2,816 202,322 859 200,365 2,948 2,917 202,755 861 200,699Itaqui BNDES (Indirect) (c) R$ IPCA + TR BNDES+ 4.8% 6/15/26 4.94% 1,475 1,475 111,299 31,378 141,202 1,358 1,344 114,470 581 113,707Itaqui BNDES (Indirect) (d) R$ TJLP+4.8% 6/15/26 4.94% 2,023 2,000 175,016 669 173,685 2,062 2,040 172,279 787 171,026

    PecemI BNDES (Direct) (e) R$ TJLP+2.77% 6/15/26 TJLP + 3.11% 8,461 5,644 799,685 2,475 796,516 8,437 6,428 735,867 2,689 732,128PecemI BID (f) US$ LIBOR+3.5% 5/15/26 LIBOR + 4.52% 8,705 6,196 143,974 740 138,518 8,052 6,265 134,856 717 129,308PecemI BID (g) US$ LIBOR+3.0% 5/15/22 LIBOR + 4.02% 8,814 6,001 173,716 782 168,498 8,013 6,239 165,073 772 159,606

    Colombia Banco Santander (h) US$ LIBOR+2.0% 7/5/12 - - - - - - - - 45,957 639 46,596PecemII BNDES (Direct) (i) R$ TJLP+2.18% 6/15/27 7.67% 7,803 6,854 695,027 2,002 690,175 7,803 7,316 579,717 2,029 574,430PecemII BNDES (Direct) (j) R$ IPCA+ TR BNDES + 2.18% 6/15/27 9.63% 1,740 1,482 124,439 25,814 148,772 1,740 1,660 117,886 11,749 127,975MPX S/A Banco Ita BBA (k) R$ CDI+2.85% 6/17/13 - - - 105,790 368 106,158 - - 105,790 495 106,285PecemII BNB (l) R$ 10.00% 1/31/28 8.50% 4,164 3,773 235,000 3,826 235,053 4,139 4,007 235,000 3,826 234,819Colombia Banco de Bogot (m) COP DTF (TA)+2.23% 7/3/12 - - - - - - - - 44,849 821 45,670Colombia Banco HSBC (n) US$ LIBOR+2.0% 4/13/12 - - - - - - - - 67,004 8 67,012

    Colombia Banco de Bogot (o) US$ LIBOR+2.0% 6/13/12 - - - - - - - - 46,895 709 47,604Chile Banco Credit Suisse (p) US$ 8,13% 4/15/15 - - - 23,023 400 23,423 - - 28,137 536 28,673Chile Banco Credit Suisse (q) US$ 8,00% 4/15/15 - - - 15,349 263 15,612 - - 18,758 358 19,116

    Colombia Banco de Bogot (r) US$ LIBOR+3.5% 12/19/12 - - - - - - - - 46,895 67 46,962Colombia Banco HSBC (s) US$ LIBOR+3.5% 6/18/12 - - - - - - - - 28,137 37 28,174Parnaba I BRADESCO (t) R$ CDI+3.00% 6/26/13 4.49% 4,593 1,571 60,000 5,634 64,063 - - 75,000 127 75,127Parnaba I Banco Ita BBA (u) R$ CDI+3.00% 6/26/13 6,22% 8,917 4,646 65,000 7,675 68,029 - - 125,000 212 125,212Parnaba I BNDES (Direct) (v) R$ TJLP+2.80% 3/15/13 - - - - - - - - 242,729 228 242,957Parnaba I BNDES (Direct) (w) R$ IPCA + TR BNDES + 2.8% 3/15/13 - - - - - - - - 157,382 118 157,500Parnaba I BNDES (Direct) (x) R$ TJLP+1.88% 6/15/27 1,93% 2,998 2,998 495,676 392 493,070 - - - - -Parnaba I BNDES (Direct) (y) R$ IPCA + TR BNDES + 1.88% 7/15/26 1,93% 1,236 1,236 204,388 38 203,190 - - - - -Parnaba I Banco Santander (z) R$ CDI+3.00% 6/26/13 - - - - - - - - - - -Colombia Banco HSBC (aa) US$ LIBOR+2.65% 8/14/12 - - - - - - - - - - -

    Parnaba II Banco Ita BBA (bb) R$ CDI+3.00% 9/30/13 - - - 100,000 8,189 108,189 - - - - -Parnaba II Banco HSBC (cc) R$ CDI+3.00% 9/30/13 - - - 125,000 10,236 135,236 - - - - -Parnaba II CEF (dd) R$ CDI+3.00% 11/7/13 - - - 325,000 21,523 346,523 - - - - -MPX S/A Banco BTG Pactual (ee) R$ CDI+1.50% 7/15/13 - - - 200,000 7,730 207,730 - - - - -MPX S/A Banco Santander (ee) R$ CDI+1.50% 7/15/13 - - - 100,000 3,865 103,865 - - - - -MPX S/A Banco Citibank (ff) R$ CDI+1.15% 9/27/13 - - - 101,250 2,042 103,292 - - - - -MPX S/A Banco Citibank (gg) US$ LIBOR 3M + 1.26% 9/27/17 - - - 102,175 18 102,193 - - - - -

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    Consolidated12/31/13 12/31/12

    Company Creditor Currency Interest Rate Maturity Effective Rate Transaction cost Cost to berecognized

    PrincipalInterest

    RateTotal

    Transactioncost

    Cost to berecognized

    PrincipalInterest

    RateTotal

    MPX S/A Banco BTG Pactual (hh) R$ CDI+1.50% 12/9/13 - - - 100,000 335 100,335 - - - - -MPX S/A Banco Morgan Stanley (hh) R$ CDI+1.50% 12/9/13 - - - 100,000 335 100,335 - - - - -MPX S/A Banco Citibank (hh) R$ CDI+1.50% 12/9/13 - - - 100,000 335 100,335 - - - - -MPX S/A Banco BTG Pactual (ii) R$ CDI+1.50% 12/13/13 - - - 101,912 372 102,284 - - - - -

    75,003 57,233 5,983,516 141,066 6,067,349 55,756 49,303 4,359,432 31,622 4,341,751

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Cost to berecognized

    PrincipalInterest

    RateTotal

    Working 9,593 1,809,781 115,213 1,915,402 - 1,020,230 10,457 1,030,687Noncurrent 47,640 4,173,735 25,852 4,151,947 49,303 3,339,202 21,165 3,311,064

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    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 eSocial or BNDES) released the full amount of the R$784 million long-termfinancing 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%. Thefinancing period is 17 years, with amortization over 14 years and no repayments ofprincipal until July 2012. Sub-loan D, on the other hand, which is for R$13.6million and intended for social investments (BNDES Social), pays interest only atthe TJLP rate. The BNDES Social line of credit is for a total period of 9 years, withamortization over 6 years and no repayments of principal until July 2012. Intereston these loans is being capitalized during the construction phase. With this theprincipal balance on December 31, 2013, was R$ 830.6 million. Interest on theseloans was capitalized during the construction period. This funding has thetraditional 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$203 million.The final disbursement was made on July 28, 2011, and the loan is now drawn infull. The BNB loan is for a total period of 17 years, with amortization over 14 yearsand no repayments of principal until July 2012. The annual cost is 10%. There is a15% compliance bonus, thus reducing the cost to 8.5% p.a. This funding has thetraditional package guarantee transactions in the form of Project Finance. Theprincipal balance on December 31, 2013, was R$ 201.9 million.

    (c) R$99 million of the indirect BNDES line of credit, for which Banco Bradesco andBanco Votorantim are the agents, has been disbursed to the Porto do ItaquiGerao de Energia S.A. thermoelectric plant, in respect of sub-loans A, B, C, Dand E. This portion of the loan is for a total period of 17 years, with amortizationover 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 constructionphase, and IPCA + BNDES Reference Rate + 5.3% when the plant is in operation.Interest on these loans is being capitalized during the construction phase. Withthis the principal balance on December 31, 2013, was R$ 109.3 million. Interest onthese loans was capitalized during the construction period. This funding has thetraditional 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, amountingto R$141.8 million, has been disbursed to Itaqui. This part of the loan is for atotal period of 17 years, with amortization over 14 years and no payments ofcapital or interest until July 2012. The agreed annual cost is TJLP + 4.8% duringthe construction phase and TJLP + 5.3% when the plant is in operation. Intereston 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 theseloans was capitalized during the construction period. This funding has thetraditional 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 theR$627.3 million provided under sub-loans A, B, C, D and L of the long-termfinancing provided by BNDES (in nominal R$, excluding interest during theconstruction phase). The sub-loans A, B, C and D are for a total period of 17years, with amortization over 14 years and no payments of capital or interest untilJuly 2013. The agreed annual cost is TJLP + 2.18%. Interest on these loans isbeing capitalized during the construction phase. With this the principal balance on

    December 31, 2013, was R$ 710.3 million. This funding has the traditional packageguarantee transactions in the form of Project Finance.

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    (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 over14 years and no payments of capital or interest until July 2014. The agreed annualcost is IPCA + BNDES Reference Rate + 2.18%. Sub-loan J for R$22 million, whichwas 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 ofProject Finance.

    (g) To supplement the BNDES financing, MPX Pecm II Gerao de Energia S.A. hasraised 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 andamortization over 14 years. No repayments of principal are due until February2014, and the annual cost is 10%. There is a 15% compliance bonus, thusreducing the cost to 8.5% p.a. This funding has the traditional package guaranteetransactions 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 ofa Bank Credit Note (CCB) issued to Banco Bradesco S/A, having the parentcompany as a guarantor. This is a bridge loan to finance the installation of theMaranho 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, onthe same conditions as for the earlier disbursement. R$90 million of capital, plusinterest accrued, was paid off on December 28, 2012, when the long-term loanfrom BNDES, described in items (j) and (k). On June 26, 2013, the Companyrenewed the principal balance of US$ 60 million, paying all interest due to date

    through the new maturity on September 24, 2013 and keeping interest rates at100% of the CDI rate plus 3% per year. On September 24, Parnaba renegotiatedthe terms of the contract changing its maturity to October 24, 2013, andsubsequently to November 24, 2013. On October 31, 2013, a new renegotiationchanged the maturity of the contract to December 18, 2014. Principal and interestwill 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 CreditNote (CCB) issued to Banco Ita BBA, against the guarantee of the parentcompanies. This is a bridge loan to finance the installation of the Maranho IV andV thermoelectric plants. Interest is 100% of the CDI rate plus 3% p.a., with capitaland 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 thelong-term loan from BNDES, described in items (j) and (k), was released On June26, 2013, the Company renewed the principal balance of US$ 65 million, paying allinterest due to date through the new maturity on September 24, 2013 and keepinginterest rates at 100% of CDI plus 3% per year. On this date, a new renegotiationchanged 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 onApril 15, 2014. The principal balance on December 31, 2013, was R$ 60.7 million.

    (j) Parnaba I drew down R$495.6 million in December 2012, being sub-loans B and Cof the long-term BNDES financing agreement totaling R$671 million. These sub-loans will be amortized in 168 monthly installments, together with interest, startingon July 15, 2013. The agreed cost is TJLP + 1.88% p.a. The principal balance on

    December 31, 2013, was R$ 493.4 million.

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    (k) Additionally, Parnaba I drew down R$204.3 million in December 2012, being thefull amount of sub-loan A of the long-term BNDES financing agreement referred toin the preceding item. This sub-loan is to be amortized in 13 monthly installments,together with interest, starting on July 15, 2014. The annual cost agreed is IPCA +TR BNDES + 1.88%. Interest on these loans is being capitalized during theconstruction phase. With this the principal balance on December 31, 2013, was R$

    215.9 million. This funding has the traditional package guarantee transactions inthe 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 plantraised R$100 million by means of a Bank Credit Note (CCB) issued to Banco ItaBBA, against the guarantee of the parent company. This is a bridge loan to financethe installation of the Parnaba II thermoelectric plant. Interest is 100% of the CDIrate plus 3% p.a., with capital and interest being paid in full when the loanmatures on September 30, 2013. The company renegotiated the contractchanging its maturity to December 30, 2013. Subsequently, it renegotiated thecontract changing its maturity to December 30, 2014 and raised additional funding

    of R$ 100 million maturing in December 2014. The principal balance at December31, 2013, 30 corresponds to R$ 200 million.

    (m) On March 30, 2012, the Parnaba II Gerao de Energia S.A. thermoelectric plantraised R$125 million by means of a Bank Credit Note (CCB) issued to Banco HSBC,in the amount of R$125 million, against the guarantee of the parent company.This is a bridge loan to finance the installation of the Parnaba II thermoelectricplant. Interest is 100% of the CDI rate plus 3% p.a., with capital and interestbeing paid in full when the loan matures on September 30, 2013. UTE Parnaba IIrenegotiated the contract changing its maturity to December 30, 2013. On June 3,2013, an additional US$ 100 million was disbursed by the bank under the sameconditions of the previous disbursement, but with maturity of principal and intereston 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$325 million under a Bank Credit Notes (CCBs) agreement with Caixa EconmicaFederal, against the guarantee of the parent company. This bridge loan intendedto finance the installation of the thermoelectric plant Maranho III, was disbursedin one tranche of US$ 125 million and two of R$ 100 million, on May 8, 2012, May15, 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 withprincipal and interest paid in the end. At the time of maturity, the companyrenegotiated the contract changing its maturity to December 30, 2013. At this dateR$ 45 million were settled, plus accrued interest to the date, and renegotiated withthe remaining value due on December 30, 2014. The principal balance onDecember 31, 2013, was R$ 280.0 million.

    (o) Parnaba II received from BNDES a bridge loan in the amount of R$ 280.7 millionat the end of December 2013. These sub-loans will be amortized in a singleinstallment 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 CreditNotes), with Banco Ita BBA S.A., paying all interest due until that date, extendingthe new maturity date to December 16, 2014. The cost corresponds to CDI plus2.65% 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 tradepromissory notes, in a single series, with a nominal value of R$1 million each, for a

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    total amount of R$300 million, maturing 360 days after issue and paying interestat the CDI rate plus 1.5% p.a. The promissory notes were settled in advance June28, 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 CitibankSA 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 annumand will be paid at maturity on September 27, 2013. On this date the ENEVA S/Arenewed this contract changing the maturity to September 22, 2014 and changingthe interest rate to CDI plus 2.95% per annum.

    (s) On September 25, 2012, ENEVA S.A. obtained a loan from Citibank N.A. UnitedStates through a Credit Agreement, under Central Bank (BACEN) Resolution 4.131,for US$50 million (the equivalent of R$101.5 million). Interest on this raising isfixed at LIBOR + 1.26% p.a., to be paid quarterly. The principal is to be paid half-yearly, with no capital payments until September 26, 2014, and the loan matureson September 27, 2017. As a currency hedge for this raising, ENEVA S.A. enteredinto a swap operation with Citibank itself. The principal balance at December 31,2013, was R$ 117 million. See Explanatory Note 18.

    (t) On December 13, 2012, ENEVA S.A. made the public distribution of 300 tradepromissory notes, in a single series, with a nominal value of R$1 million each, for atotal amount of R$300 million, maturing 360 days after issue and paying interestat 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 tradepromissory notes, in a single series, with a nominal value of R$10 million each, fora total amount of R$330 million, maturing on December 31, 2013 and payinginterest at the CDI rate plus 2.95% p.a. These promissory notes were settled atmaturity.

    (v) On December 13, 2012, ENEVA S.A. issued a Bank Credit Note (CCB) to Banco BTGPactual 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. Theprincipal will be paid in full at maturity.

    (w) On February 7, 2013, ENEVA S.A. issued a Bank Credit Note (CCB) to Banco BTGPactual 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 plus2.95% p.a. On August 6, 2013, the Company renegotiated the loan maturity toDecember 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 payableat maturity.

    (x) Eneva issued a Bank Credit Note (CCB) to Banco BTG Pactual for an amount ofR$100 million on December 9, 2013 and R$ 270 million on December 26, 2013,both with the principal maturing on December 9, 2014. Interest, to be paidquarterly, 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 BankBrasil S.A. in the amount of R$100 million, maturing on March 25, 2014. Interest,which will be payable on maturity date, was set at 100% of the CDI rate plus1.75% p.a. The interest accumulated until December 12, 2013 was paid and anew maturity was agreed for December 12, 2014. The spread for this new periodwill be 2.75% per annum. At the time of renegotiation, the company issued newCCB in the amount of R$ 203.8 million, due on December 12, 2014. The costcorresponds to 100% of CDI plus 2.75% per year, with principal and interest paid

    at maturity.

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    (z) Eneva contracted with Citibank S.A. a debt of R$ 42 million (as CCB), on November1, 2013, maturing on November 3, 2014. Interest will be paid quarterly to the costof 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 interestat maturity.

    (bb) Eneva issued with Ita BBA BAC (Bank Credit) in the amount of R$ 200 million onDecember 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$ 210million, on December 9, 2013, maturing on December 9, 2014. The agreed interestwas 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, Enevaacquired from Banco Santander a debt of R$66.6 million (as CCB) on November04, 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. untilSeptember 14, 2014 and 4,25% p.a. until the date of maturity of the CCB. Theprincipal will be paid in full at maturity.

    (ee) Due to the OGX Maranho (current Parnaba Gs Natural) negotiations, Enevaacquired 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 thecost of 100% of CDI plus 3.25% p.a. until June 14, 2014, 3,75% p.a. untilSeptember 14, 2014 and 4,25% p.a. until the date of maturity of the CCB. Theprincipal will be paid in full at maturity.

    (ff) Due to the OGX Maranho (current Parnaba Gs Natural) negotiations, Enevaacquired 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 of100% 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 bepaid 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 ofthe long-term financing for Pecm I. The BNDES financing agreement is for a totalamount of R$1.41 billion (in nominal R$, excluding interest during the constructionphase), for a total period of 17 years, with amortization over 14 years and nopayments 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 balancesof principal and interest shown in the above table correspond to 50% of theoriginal balances, taking into account the 50% share in the company held by EDPEnergias do Brasil S.A. This funding has the traditional package guaranteetransactions in the form of Project Finance.

    (hh) (aa) To supplement the direct BNDES loan, Porto do Pecm Gerao de EnergiaS.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 isUS$143.78 million (the equivalent of R$316,284 as of December 31, 2012). Thecost of the A Loan is LIBOR + 3.5% for a total period of 17 years, withamortization over 14 years and no repayments of principal until July 2012. Thebalances of principal and interest shown in the above table correspond to 50% ofthe 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 ofDecember 31, 2012). The onlending banks are the Banco Comercial PortugusGroup, 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 interestshown in the above table correspond to 50% of the original balances, taking intoaccount the 50% share in the company held by EDP Energias do Brasil S.A.

    MPX Chile Holding Ltda. (MPX Chile)

    (jj) MPX Chile Holding Ltda. entered into a foreign currency loan agreement with BancoCredit Suisse Bahamas on April 13, 2011, with the guarantee of the parentcompany. The loan was raised in US Dollars for a total of US$15 million (theequivalent of R$21,038 as of December 31, 2012), at a fixed annual interest rateof 8.13%. Capital and interest are to be paid half-yearly, with no capital paymentsuntil April 15, 2013, and the loan maturing on April 15, 2015. The balances ofprincipal and interest shown in the above table correspond to 50% of the original

    balances.(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 parentcompany. The loan was raised in US Dollars for a total of US$10 million (theequivalent of R$20,815 as of December 31, 2012), at a fixed annual interest rateof 8%. Capital and interest are to be paid half-yearly, with no capital paymentsuntil April 15, 2013, and the loan matures on April 15, 2015. The balances ofprincipal and interest shown in the above table correspond to 50% of the originalbalances.

    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 thedeployment of natural gas thermal project signed with Kinross Brasil MineraoS.A. Interest is 100% of the CDI rate plus 2,28% p.a., with capital and interestbeing 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 BancoBradesco a bridge loan in the amount of US$ 120 million with an initial maturityscheduled for January 9, 2014. On this date a new maturity was rescheduled forJanuary 31, 2014. The cost of the bridge loan corresponds to CDI plus 2.53% perannum. 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 disbursedR$500 million as a result of loan agreements subordinated to transactions with IDB, BNDESand BNB, of which R$150 million to Porto do Pecm Gerao de Energia S.A. and R$350million to UET Porto do Itaqui Gerao de Energia S.A.

    In October and December 2012, the Company entered into two loan agreements, in each ofwhich the Company undertook to make R$667 thousand available to Pecm Operao eManuteno 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 asdefined in Circular Letter CVM/SEP/No. 01/2013 is the aggregate total of the Companysconsolidated Current and Non-Current Liabilities, is not contractually subordinated, exceptfor the legal subordination arising from the collateral given by the Company to its financial

    creditors.

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    As of March 31, 2013, the Companys total consolidated debt of any nature was R$6,077.4million. R$3,961.8 million of this was collateralized, with preference, in the case ofcollective insolvency proceedings, over the unsecured creditors of the Company, which atthe 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, inthe 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 Companystotal indebtedness for the periods indicated:

    (in thousands of R$) 03/31/2013 12/31/2012Financial Debt 5,459,825 6,067,349Non-financial Debt 617,949 679,256Total Indebtedness 6,077,774 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 financialinstitutions, 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 anddescribed 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 notto 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 thelatter, other than encumbrances allowed in terms of the corresponding agreements.

    Furthermore, the financing agreements entered into by one undertaking are in no waysubordinated to debts contracted in respect of the other undertakings.

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

    Certain usual market covenants are included in the financial agreements mentioned above.We highlight the following: (i) the obligation to submit regular financial statements tolenders; (ii) the right of the lenders to make inspections and to visit the borrowers

    premises; (iii) the obligation to pay all tax, social security and labor liabilities as they falldue; (iv) the obligation to ensure that contracts materially relevant to their business remainin force; (v) to respect the environmental legislation and to renew the licenses necessaryfor their operations; (vi) contractual restrictions on transactions with related parties anddisposals of assets outside the normal course of business; (vii) restrictions on change incontrol, corporate restructuring and material changes in the debtors business purposes andconstituent documents; (viii) limits on indebtedness and the raising of new debt; (ix)maintenance of debt service ratios; and (x) distribution of dividends above the legalminimum.

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    (g) Limits on use of financing previously contracted

    The table below shows the financing contracted by the Company and its subsidiaries, aswell as the total disbursed as of March 31, 2013:

    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 theconstruction 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. Theagreed annual cost is TJLP + 2.77%. Interest is to be capitalized during the constructionphase. As of December 31, 2011, a total of R$1.282 billion had been disbursed. Theundertaking 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 ofUSD180 million. The A Loan is for a total period of 17 years, with amortization over 14years and no repayments of principal until July 2012. As of March 31, 2013, US$117million 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 BLoan is for a total period of 13 years, including 10 years of amortization and norepayments of principal until July 2012. As of March 31, 2013, US$143 million had beendisbursed on October 30, 2009, US$27.72 million on September 2, 2010 and US$4.95million 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 withBNDES, 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 ofR$10 million and paying the TJLP rate only. The BNDES Social line is for a total period of9 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 yearsand no capital repayments until July 2012. Interest on these loans is to be capitalizedduring the construction phase. As of March 31, 2013, a total of R$7771 million had beendisbursed. As a supplement to the direct BNDES line of credit, the Porto do Itaquithermoelectric plant has an indirect line of BNDES credit on-lent by Banco Bradesco S/Aand Banco Votorantim S/A, for a total of R$241 million. This portion of the loan is for atotal period of 17 years, with amortization over 14 years and no payments of capital orinterest 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 indirectBNDES financing, the Porto do Itaqui Gerao de Energia S.A. thermoelectric plant has aloan from BNB-FNE, for a total amount of R$203 million. The BNB loan is for a total period

    R$ MM Disbursed

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    To guarantee the financing granted through sub-loans A, B and C, bank guarantees wereissued in the total amount of R$700 million, of which R$310 million were disbursed byBanco Ita BBA S/A, R$240 million were disbursed by Banco Bradesco S/A and R$150million 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 and2010, were extracted from our consolidated financial statements, which were preparedunder the responsibility of our management and according to the IFRS and the accountingpractices adopted in Brazil, both in force on December 31, 2012.

    The Companys Management understandsthat the Company adopted all rules, revisions ofrules and interpretations issued by IASB and then in effect, and applicable to the financialstatements 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, andwhose 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 accountingpolicy is as follows:

    IFRS 10 establishes one single model that is applicable to all entities, includingspecial 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 therequirements provided for in IAS 27.

    IFRS 11 eliminated the option to record joint ventures (ECC) based on proportionalconsolidation. In turn, ECCs that may correspond to the definition of joint venturewere recorded based on equity pick-up.

    The adoption of IFRS 10 and IFRS 11 was made retroactively regarding the quarterlyfinancial statements for the period ended December 31, 2012.In compliance with IFRS 11, the investments made in the joint ventures: Porto do PecmGerao de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMPTransporte Areo Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A.,MABE Construo e Administrao de Projetos Ltda., MPX Chile Holding Ltda., SeivalParticipaes S.A., UTE MPX Sul Energia Ltda., Parnaba Participaes S.A., UTE Porto doA Energia S.A., Porto do A II Energia S.A. and MPX E.ON Participaes S.A. wereassessed at the equity method in the individual and consolidated quarterly statements forthe 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 2012consider the accounting practices adopted as from January 1, 2013, which were adjustedretroactively in the statement of income of the three-month period ended December 31,2012.

    (In thousands of Reais) Consolidated

    2013 AV 2012 AV Var13/12

    (Presenting again)

    Revenue of goods and/or services sold 1,438,831 100% 48,786 100% 2849%

    Cost of goods and/or services sold (1,507,047) -105% (50,949) -104% 2858%

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    Gross result (68,216) -5% (2,163) -4% 3054%

    Operating revenue/expenses (358,957) -25% (404,708) -830% -11%

    General and administrative (167,261) -12% (231,026) -474% -28%

    Personnel and administrators (79,762) -6% (111,440) -228% -28%

    Other expenses (12,323) -1% (12,411) -25% -1%

    Third Party Services (64,803) -5% (92,139) -189% -30%

    Depreciation and Amortization (3,125) 0% (2,788) -6% 12%

    Leasing and rents (7,248) -1% (12,248) -25% -41%

    0% 0% 0%

    Other operational revenues 4,424 0% 1,208 2% 266%

    Other operational expenses (43,108) -3% (16,787) -34% 157%

    Unsecured Liabilities (7,717) -1% (14,671) -30% -47%

    Losses on disposal of assets (7,231) -1% (879) -2% 723%

    Provision for loss on investment (23) 0% (1,237) -3% -98%

    Loss for the period BCC (24,617) -2% - 0% 0%

    Others (3,520) 0% - 0% 0%

    Equity income (153,012) -11% (158,103) -324% -3%

    0% 0% 0%

    Income before net financial revenues (expenses) and taxes (427,173) -30% (406,871) -834% 5%

    0% 0% 0%

    Financial result (506,096) -35% (90,459) -185% 459%

    Financial revenues 88,513 6% (249,822) -512% -135%

    Positive Exchange Rate 15,346 1% 25,086 51% -39%

    Debenture Fair Value (479) 0% 62,482 128% -101%

    Financial Application 63,707 4% 76,599 157% -17%

    Derivatives 2,728 0% (422,684) -866% -101%

    Other financial revenues 7,211 1% 8,695 18% -17%

    Financial expenses (594,609) -41% 159,363 327% -473%

    Negative Exchange Rate (33,745) -2% (16,479) -34% 105%

    Derivatives (3,339) 0% 398,638 817% -101%

    Debenture interest rate/costs (786) 0% (130,863) -268% -99%

    Debenture Fair Value - 0% - 0% 0%

    Debt Charges (364,832) -25% (47,248) -97% 672%

    Financial Consultancy (123,093) -9% - 0% 0%

    Other financial expenses (68,814) -5% (44,685) -92% 54%

    0% 0% 0%

    Results before income taxes (933,269) -65% (497,330) -1019% 88%

    0% 0% 0%

    Income tax and social contribution - current (11,152) -1% 62,876 129% -118%

    Current (3,744) 0% (1,921) -4% 95%

    Deferred (7,408) -1% 64,797 133% -111%

    0% 0% 0%

    Net Profit of Fiscal Year (944,421) -66% (434,454) -891% 117%

    - 0% - 0% 0%

    Loss of Fiscal Year (944,421) -66% (434,454) -891% 117%

    - 0% - 0% 0%

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    Attributable to controlling shareholders (942,455) -66% (435,202) -892% 117%

    Interest of Non-controlling shareholders (1,966) 0% 748 2% -363%

    Net Operational Revenue

    The Companys net operating revenues went from R$48.7 million in the period endedDecember 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 thisvariation was primarily due to the fact that Parnaba I and Itaqui thermoelectric plantsprojects intensified their business operations in the first quarter of 2013, which increasedthe sales of energy of the Company and its subsidiaries by 158% against the same periodin the year 2012. Consolidated net revenues consists principally of revenue from EnergyTrading Contracts in the Regulated Environment (CCEAR) Itaqui, Pecm I and II andParnaba 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 theplant, 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 timeof the auction in which the plant sold energy. The new methodology determines thecriteria for reimbursement is based on the cost effective index ("online") from the plantto the SIN (ICB Online), if it were available. The decision was retroactive to thecommencement date of CCEAR on December 20, 2012, resulting in an additionalrevenue 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 theadoption of the new criteria for reimbursement ICB Online (US$ 6.1 million) and theinjunction granted Pecm II the right to receive a fixed income from September 2013until 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 TradingAgreements in the Regulated Electricity (CCEARs) of Pecm II until the beginning ofcommercial operation of the substation and transmission line, which took place inOctober. As the plant was ready for operation on July 1, 2013, the Company filed aninjunction 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 toreceive fixed income from the date of the injunction until the date of commercialoperation. The company is awaiting a court decision on their right to receive fixedincome for the months of July and August 2013, worth R$ 48 million.

    Parnaba I: The plant received approval to begin commercial operation in partiallyFebruary 1, 2013 (1 turbine) and totally on February 17, 2013 (2nd turbine). Netrevenue in 4Q13, totaling R$ 239 million.

    Parnaba II: Net revenue totaled R$ 9.1 million related to a contract on the openmarket 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 endedDecember 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 thisvariation 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 ofelectrical 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. Theincrease in the purchase of electrical energy is due to the fulfillment of the obligations of

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    December 31, 2013, representing a decrease of 111%. The Companys Managementbelieves that this variation was mainly due to a decrease in the Parent Companys deferredtaxes 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 onDecember 31, 2012, to R$942.5 million in the period ended on December 31, 2013, anincrease of 117%. The Company Management is of the opinion that this increase was duelargely 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 accountingpractices in force on December 31, 2013. The variations in the 2012 and 2011 financialstatements, both represented, are explained below. However, with the application of theIFRS 11, starting January 1st2013, the investiments in the subsidiaries together with Porto

    do Pecm Gerao de Energia S.A., Porto do Pecm Transportadora de Minrios S.A., OGMPTransporte Areo Ltda., Pecm Operao e Manuteno de Unidades de Gerao S.A.,MABE Construo e Administrao de Projetos Ltda., MPX Chile Holding Ltda., SeivalParticipaes S.A., Sul Gerao de Energia Ltda., Parnaba Participaes S.A., UTE Porto doA Energia S.A., A II Gerao de Energia S.A. and Eneva E.ON Participaes S.A. areevaluated by equity pick-up in individual and consolidated financial statements. Previously,these investments were consolidated proportionally.

    2012 AV 2011 AV Var12/11

    (Resubmitted) (Resubmitted)

    Revenues for assets and/or services sale 48.786 100% 167.873 100% -71%

    Cost of goods and/or services sold (50.949) -104% (162.214) -97% -69%

    Gross balance (2.163) -4% 5.659 3% -138%

    Operating expenses/revenues (404.708) -830% (371.999) -222% 9%

    General and Administrative (231.026) -474% (270.414) -161% -15%

    Staff and Managers (111.440) -228% (146.349) -87% -24%

    Other expenses (12.411) -25% (16.751) -10% -26%

    Third-party expenses (92.139) -189% (90.323) -54% 2%

    Depreciation and Amortization (2.788) -6% (3.289) -2% -15%

    Leases and Rents (12.248) -25% (13.703) -8% -11%

    0% 0% 0%

    Other operational revenues 1.208 2% 1.128 1% 7%

    Other operational expenses (16.787) -34% (37.060) -22% -55%

    Unsecured obligations (14.671) -30% - 0% 0%

    Losses in disposal of assets (879) -2% (120) 0% 631%

    Provision for loss in Investment (1.237) -3% (36.940) -22% -97%

    Decreas in CCC Benefit - 0% - 0% 0%

    Others - 0% 0% 0%

    Equity pick-up balance (158.103) -324% (65.653) -39% 141%

    0% 0% 0%

    Result before the financial result and tax rates on profit (406.871) -834% (366.340) -218% 11%

    0% 0% 0%

    Financial Result (90.459) -185% (154.808) -92% -42%

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    purchase electrical energy on the market to honor its electrical energy supplycommitments.

    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 December31, 2012, a negative variation of R$111.1 million. Management considers that this decreaseoccurred 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 December31, 2011 to R$2.2 million in the fiscal year ended December 31, 2012, representing andecrease of 94%. Management considers that this variation occurred mainly in the lightof the reduction due to the spin-off of CCX and provision for investment loss in 2011.

    Equity Pick-upEquity pick-up went from an expense of R$27.7 million in the three-month periodended March 31, 2011 to an expense of R$34.2 million in the three-month periodended March 31, 2012, which represents an increase of 24%. Managementunderstands this increased occurred mainly due to the result recorded by thesubsidiary 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

    31, 2011 to R$157.8 million in the fiscal year ended December 31, 2012, representingan increase of 48%. Management considers that this occurred mainly in the light of theportion of the gain on the fair value of debentures.

    Financial expenses

    Financial expenses increased from R$197.3 million in the fiscal year ended December31, 2011 to R$232.0 million in the fiscal year ended December 31, 2012, representingan increase of 18%. Management believes that this variation occurred basically due tothe payment of a premium on the early conversion of the debentures. This transactionled 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 millionin the fiscal year ended December 31, 2011 to an expense of R$37.7 million in thefiscal year ended December 31, 2012, representing a decrease of 39%. Managementconsiders that this variation occurred mainly in the light of changes in mark to marketMTM of derivatives.

    Exchange variation, net

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

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    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 yearended December 31, 2012, representing a decrease of 18%. Management believes that thisvariation occurred mainly due to the increase in tax debts arising from temporarydifference, 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 considerthe accounting practices adopted as from January 1, 2013, which were adjustedretroactively in the balance sheet consolidated on December 31, 2012 for comparabilitypurposes.

    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 277.582 3% 519.277 6% -47%

    Marketable Securities - 3.441 0% -100%

    Accounts receivable 294.396 3% 21.345 0% 1279%

    Subsidies receivable Fuel Consumption Account 30.802 0% 17.561 0% 75%

    Inventories 78.376 1% 142.687 2% -45%

    Prepaid expenses 9.825 0% 19.351 0% -49%

    Recoverable taxes 47.651 0% 37.410 0% 27%

    Gains on derivatives 4.171 0% 3.018 0% 38%

    Miscellaneous advances 5.001 0% 1.783 0% 180%

    Linked deposits 38 0% 35 0% 7%

    Dividends receivable - -

    Other credits - -

    Current 747.842 8% 765.908 10% -2%

    Prepaid expenses 2.905 0% 8.494 0% -66%

    Linked deposits 118.606 1% 135.648 2% -13%

    Subsidies receivable Fuel Consumption Account - 0% 24.617 0% -100%

    Recoverable taxes 14.614 0% 24.034 0% -39%

    Deferred Income Tax and Social Contribution 302.327 3% 305.548 4% -1%

    Loans with subsidiaries and grouped subsidiaries 191.968 2% 134.926 2% 42%

    Accounts receivable with other linked persons 218.680 2% 1.134 0% 19176%

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    Accounts receivable with subsidiaries and grouped subsidiaries 117.372 1% 6.793 0% 1628%Advance for Future Capital Increase with subsidiaries and groupsubsidiaries 150 0% 12.425 0% -99%

    Embedded derivatives 0 0% 479 0% -100%

    Other credits 60 0% - 0% 0%

    Non-current 966.682 10% 654.098 8% 48%

    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 331.216 3% 115.261 1% 187%

    Loans e financings 2.408.142 25% 1.819.974 23% 32%

    Debits with subsidiaries - 0% - 0% 0%

    Debits with Parent Company - 0% 26.783 0% -100%

    Debits with other related parts - 0% 3.989 0% -100%

    Debentures 112 0% 111 0% 1%

    Taxes and contributions payble 45.934 0% 7.241 0% 534%

    Social and Labor Obligations 16.770 0% 9.863 0% 70%

    Losses in opreations with derivatives - 0% 22.951 0% -100%

    Contractual reserve 84.789 1% 77.374 1% 10%

    Profit sharing 8.148 0% 20.633 0% -61%

    Dividends payable - 0% 1.960 0% -100%

    Other liabilites 83.748 1% 3.325 0% 2419%

    Current 2.978.859 31% 2.109.465 26% 41%

    Loans e financings 3.802.378 39% 3.104.806 39% 22%

    Debits with other related parts 307.720 3% 430 0% 71386%

    Debentures 5.239 0% 4.954 0% 6%

    Embedded derivatives - 0% - 0% 0%

    Losses in opreations with derivatives - 0% 94.797 1% -100%

    Provision for unsecured obligations 9.286 0% 19.840 0% -53%

    Deferred Income Tax and Social Contribution 9.591 0% 2.048 0% 368%

    Provision for decomissioning 2.266 0% 2.118 0% 7%

    Other provisions - 0% - 0% 0%

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    Non-current 4.136.480 43% 3.228.993 40% 28%

    Liquid Assets

    Share Capital 4.532.313 47% 3.731.734 46% 21%

    Capital reserve 350.514 4% 321.904 4% 9%

    Equity valuation adjustments (53.284) -1% (119.067) -1% -55%

    Accumulated losses (2.379.303) -25% (1.384.971) -17% 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 onDecember 31, 2013, representing a decrease of 2%. Management believes that thisincrease 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 toR$277.6 million on December 31, 2013, representing a decrease of 31%. The

    Companys Management believes that this variation was mainly due to capitalexpenditure (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 millionon December 31, 2013, representing an increase of 1279%. The CompanysManagement believes that this increase was mainly due to the fact that Parnaba I,Parnaba II and Parnaba III and Itaqui intensified their commercial operations, thebeginning of operations of Pecm II, resulting in an increase in energy sales of theCompany 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$78.4million on December 31, 2013, representing a decrease of 45%. The CompanysManagement believes that this variation was mainly due to the use of coal in electricitygeneration 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 millionon December 31, 2013, representing an increase of 27%. The Companys Managementbelieves that this variation was mainly due to an increase in deferred tax assetsrelating to prepayment of income tax, social contribution, PIS and COFINS, mainly

    relating to Porto de Itaqui project.

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    Non-current assets

    Our non-current assets (non-current + investment + fixed + intangible) went fromR$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 tothe following reasons:

    Loans with affiliates

    Loans with affiliates increased from R$134.9 million on December 31, 2012 to R$191.9million on December 31, 2013, representing an increase of 17%. The CompanysManagement believes that such variation was mainly due the creation by the Companyand E.ON of the joint venture Eneva E.ON Participaes S.A. in May 2012, theCompany ceased to consolidate, totally and proportionally, its equity interests in thefollowing companies: UTE Sul, Porto do A, MPX Chile, Porto do A II, SeivalParticipaes, MPX Comercializadora de Energia, Eneva Solar e Eneva Comercializadorade Combustvel, which were transferred to such joint venture. As a result ofadjustment to the rule mentioned above, the balances related to loans with subsidiarieswere 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 offinancial 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.

    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 capitalexpenditure (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$978.8million on December 31, 2013, representing an increase of 187%. Management believesthat this variation was mainly due to the following reasons:

    Suppliers

    The amounts regarding suppliers went from R$115.3 million on December 31, 2012 toR$331.2 million on December 31, 2013, representing an increase of 187%.Management believes that this increase was mainly due to expenses with suppliersdesignated to capital expenditure (CAPEX) in the construction of TPPs, especially Portode 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 December31, 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

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    loans primarily taken by the Company.

    Taxes and contributions payable

    Tax and contributions payable increased from R$7.2 million on December 31, 2012 toR$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 COFINSincurred 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 arisingfrom 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 CompanyManagement believes that such variation was due to the fact that debts with other relatedparties increased from R$0.4 million on December 31, 2012 to R$4307.7 million onDecember 31, 2013, representing an increase of 71386%. The Companys Managementbelieves that this variation was mainly due to Itaquis energy purchase obligation to EnevaComercializadora 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 theaccounting practices implemented on January 1st, 2013 wich were retroactively adjusted inthe consolidated equity pick-up of December 31, 2012 for comparing.

    Consolidated Balance Sheets

    Consolidated

    (Resubmitted) (Resubmitted)

    2012 AV 2011 AV VAR12/11

    Total Assets 8.039.595 100% 7.123.369 100% 13%

    Cash and cash equivalents 519.277 6% 1.380.151 19% -62%

    Securities 3.441 0% 9.437 0% -64%

    Accounts receivable 21.345 0% 21.480 0% -1%

    Grants receivable CCC 17.561 0% 4.828 0% 264%

    Inventories 142.687 2% 58.190 1% 145%

    Prepaid expenses 19.351 0% 13.272 0% 46%

    Taxes recoverable 37.410 0% 35.126 0% 7%

    Derivative gains 3.018 0% 36.445 1% -92%

    Miscellaneous advances 1.783 0% 8.416 0% -79%

    Restricted deposits 35 0% 61.844 1% -100%

    Dividends receivable - - -

    Other credits - 38 0 -100%

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    Current 765.908 10% 1.629.227 23% -53%

    Prepaid expenses 8.494 0% 1.964 0% 333%

    Restricted deposits 135.648 2% 54.148 1% 151%

    Grants receivable CCC 24.617 0% 24.617 0% 0%

    Taxes recoverable 24.034 0% 82.689 1% -71%

    Deferred income tax and social contribution 305.548 4% 248.862 3% 23%

    Loans with subsidiaries and grouped subsidiaries 134.926 2% 680 0% 19735%

    Accounts receivable with other related persons 1.134 0% 8.436 0% -87%

    Accounts receivable with subsidiaries and grouped subsidiaries 6.793 0% - 0% 0%Advance for Future Capital Increase with subsidiaries and groupsubsidiaries 12.425 0% - 0% 0%

    Embedded derivatives 479 0% 411.121 6% -100%

    Other credits - 0% - 0% 0%

    Non-current 654.098 8% 832.515 12% -21%

    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%

    Consolidated

    (Resubmitted) (Resubmitted)

    2012 AV 2011 AV VAR12/11

    Total Obligations 8.039.596 100% 7.123.369 100% 13%

    Suppliers 115.261 1% 154.476 2% -25%

    Loans e financings 1.819.974 23% 994.608 14% 83%

    Debits with subsidiaries - 0% - 0% 0%

    Debits with Parent Company 26.783 0% - 0% 0%

    Debits with other related parts 3.989 0% 3.697 0% 8%

    Debentures 111 0% 30.463 0% -100%

    Taxes and contributions payble 7.241 0% 17.939 0% -60%

    Social and Labor Obligations 9.863 0% 16.246 0% -39%

    Losses in opreations with derivatives 22.951 0% 27.580 0% -17%

    Contractual reserve 77.374 1% 127.965 2% -40%

    Profit sharing 20.633 0% 19.177 0% 8%

    Dividends payable 1.960 0% 2.269 0% -14%

    Other liabilites 3.325 0% 48.603 1% -93%

    0%

    Current 2.109.465 26% 1.443.021 20% 46%

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    Loans e financings 3.104.806 39% 2.326.101 33% 33%

    Debits with other related parts 430 0% - 0% 0%

    Debentures 4.954 0% 1.403.152 20% -100%

    Embedded derivatives - 0% 62.003 1% -100%

    Losses in opreations with derivatives 94.797 1% 502.723 7% -81%

    Provision for unsecured obligations 19.840 0% - 0% 0%

    Deferred Income Tax and Social Contribution 2.048 0% 13.239 0% -85%

    Provision for decomissioning 2.118 0% 1.946 0% 9%

    Other provisions - 0% 1.026 0% -100%

    Non-current 3.228.993 40% 4.310.190 61% -25%

    Liquid Assets

    Share Capital 3.731.734 46% 2.042.014 29% 83%

    Capital reserve 321.904 4% 274.625 4% 17%

    Equity valuation adjustments (119.067) -1% (71.670) -1% 66%

    Accumulated losses (1.384.971) -17% (970.897) -14% 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%

    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 onDecember 31, 2012, representing a decrease of 53%. Management believes that thisvariation 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 adecrease of 62%. Management considers that this variation occurred mainly due toexpenses from CAPEX investments which were partially offset by funding, viacapitalization through the issue of common shares.

    Inventories

    Inventories increased from R$52.2 million on December 31, 2011 to R$142.7 millionon December 31, 2012, representing a decrease of 145%. Management believesthat this increase occurred, mainly due to the purchase of supplies for electricitygeneration, especially coal.

    Restricted deposits

    Restricted deposits went from R$61.8 million on December 31, 2011, to R$0.35

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    million on December 31, 2012, representing a decrease of 100%. Managementbelieves that this decrease occurred mainly due to the release of deposits linked tothe BNDES loan after capital investments in Energia Pecm.

    Non-current assets

    Non-current assets (non-current + investment + fixed + intangible) increased fromR$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 dueto the following factors:

    Restricted deposits

    Restricted deposits increased from R$54.1 million on December 31, 2011, toR$135.6 million on December 31, 2012, representing an increase of 151%.Management believes that this increase occurred, mainly, (i) by the release of theguarantees 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 millio