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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 Corporation

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS HELD ON OCTOBER 25th, 2013 1. DATE, TIME AND PLACE: On October 25th, 2013, at 12:00, at the head office of

Eneva S.A., located at Praia do Flamengo 66, 9th floor, in the City and State of Rio de Janeiro. 2. CALL AND ATTENDANCE: The Meeting was called pursuant to the Bylaws of Eneva

S.A. (Company) and applicable law and attended by following members of the Companys Board of Directors: Board of Directors: Messrs. Jrgen Kildahl, Keith Plowman, Stein Dale, Eliezer Batista da Silva, Luiz do Amaral de Frana Pereira and Ricardo Luiz de Souza Ramos.

3.

CHAIR: After the presence of all of the Members of the Companys Board of Directors

was verified, Mr. Jrgen Kildahl acted as Chairman and designated Mr. Srgio Ibrain Figueira Salluh to carry out the duties of secretary. 4. AGENDA: Approve the execution of a put option agreement among the Company and

the creditors of OGX-MA (Ita BBA, Morgan Stanley e Santander), granting these creditors the right to sell OGX-MAs shares to the Company in case of an event of default of OGX Holding, for a purchase price of R$ 200.000.000,00, subject to the execution of the respective financing agreements. 5. RESOLUTIONS: The members of the Board of Directors resolved to approve

unanimously and without restrictions, registered the legal abstentions: (i) the execution of a put option agreement among the Company and the creditors of OGXMA (Ita BBA, Morgan Stanley e Santander), granting these creditors the right to

sell OGX-MAs shares to the Company in case of an event of default of OGX Holding, for a purchase price of R$ 200.000.000,00, subject to the execution of the respective financing agreements, including: (a) the execution of a refinancing agreement with, one or more financial institutions, to be determined by the Executive Committee, for the extension of OGX-MAs outstanding debt, in the approximate principal amount of R$ 600.000.000,00 (six hundred million reais); (b) the execution of a binding term sheet, with one or more financial institutions, to be determined by the Executive Committee, for the financing of the put option purchase price and refinance of the OGX Maranho existing debt; and (c) the execution of the final agreements for the financing of the put option price. 6. CLOSING AND RECORDING: At 12:30, as there was nothing further to be

discussed, the Meeting was adjourned and these Minutes were recorded, read and signed by all in attendance.

- This is a true and correct copy of the Minutes of the Meeting of the Board of Directors of Eneva S.A., held on October 25th, 2013 at 12:00, recorded in the relevant corporate book and signed by the members of the Board of Directors.

Rio de Janeiro, October 25th, 2013. ______________________ Srgio Ibrain Figueira Salluh Secretary