Eneva S A : 3rd Series of 2nd Issue - Management Proposal - 2st call

ENEVA S.A.

Publicly traded Company - CVM Registration Nº 21237

CNPJ/ME1 nº 04.423.567/0001-21

NIRE2 3330028402-8

GENERAL MEETING OF DEBENTURE HOLDERS

TO BE HELD ON SECOND CALL ON SEPTEMBER 20th, 2022

MANAGEMENT PROPOSAL

Dear Debenture Holders,

The management of ENEVA S.A. ("Issuer" or "Company"), a corporation, registered as a publicly traded company at the Security and Exchange Commission of Brazil ("CVM"), with principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, nº 501, Bloco I, 4º e 6º andares, Botafogo, CEP 22250-040, with its Acts if incorporation filed at the Registry of Commerce of Rio de Janeiro State ("JUCERJA") under the Company Registration Identification Number - NIRE 3330028402-8, enrolled with the Corporate Register of Taxpayer Identification CNPJ/ME under Nº 04.423.567/0001-21, in compliance with the Law Nº 6.404, of December 15th, 1976, as amended ("Corporations Act"), and CVM Resolution Nº 81, of March 29th, 2022, as amended ("CVM Resolution Nº 81"), hereby presents to you this Management Proposal ("Proposal") to be submitted to the holders of the third series outstanding debentures (collectively referred to as, "Debenture Holders") in accordance with the "Private Indenture of the Second (2nd) Issuance of Simple, Non-Convertibleinto Shares, Unsecured Debentures, in Three Series, for Public Distribution, with Restricted Distribution Efforts of Eneva S.A.", entered into on May 14th, 2019, by and between the Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários ("Debentures" and "Fiduciary Agent", respectively), as amended on May 27th, 2019 and May 29th, 2019 ("Indenture"), in a General Meeting of Debenture Holders ("GMDH"), to be held on second call on date September 20th, 2022, at 3 p.m., exclusively by using electronic means, therefore, deemed to be held at the Company's principal place of business, in line with article 71, § 2, of CVM Resolution Nº 81.

1. Corporate Taxpayer Identification Number
2. Company Register identification Number

	TABLE OF CONTENTS
1.	PURPOSE ...................................................................................................	3
2.	AVAILABILITY OF DOCUMENTS TO DEBENTURE HOLDERS...............	4

3. NOTICE OF THE GENERAL MEETING OF DEBENTURE HOLDERS (GMDH) 4

4.	GMDH PLACE .............................................................................................	4
5.	ATTENDANCE AT THE GMDH...................................................................	4
6.	CALLING THE GMDH TO ORDER .............................................................	7
7.	RESOLUTIONS ...........................................................................................	8
8.	ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE GMDH ........	9

8.1 Prior consent for adjustment to EBITDA definition for ascertainment of the

Financial Ratio (as defined in Clause 7.2.1 of the Indenture).

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8.2 Prior consent for temporary waiver for non-characterization of an Event of Default (as defined in Clause 7.2, item (xii) of the Indenture) in the event of non- compliance with the Financial Ratio for the periods from June 30th, 2022 to June 30th, 2024, provided that the Financial Ratio calculated in such periods does not exceed the maximum amounts described in the Management Proposal, and subject to payment of an extraordinary premium by the Company to the Debenture Holders, equal to one hundred and twenty-five thousandth percent (0.125%) flat, levied on the Par Value or on the balance of the Par Value of the Debentures, which will be due and payable each quarter in which the Financial Ratio is higher than four point fifty hundredths (4.50x), but lower than the

maximum Financial Ratio approved;

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1. Prior consent to carry out the Allowed Corporate Reorganization - Coal 12
2. Authorization for the Fiduciary Agent to perform, together with the Company, all other acts, which may be required in order to reflect the resolutions

taken according to the sections above.	13
9.	WAIVER FEE.............................................................................................	13
10.	CONCLUSION ...........................................................................................	14
Schedule I........................................................................................................	15

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1. PURPOSE

The purpose of this Proposal is to present to you the relevant information and management's analysis of the matters that will be examined, discussed and voted on at the GMDH, namely:

1. According to Clauses 10.4.1 and 10.4.5 of the Indenture, the Company's request to the Debenture Holders, for:
2. 1. prior consent for adjustment to EBITDA definition (as defined in Clause 7.2.1 of the Indenture) for purposes of ascertaining the Financial Ratio (as defined in Clause 7.2, item (xii) under the Indenture), as described in section 8 below;
   2. prior consent for temporary waiver for non-characterization of an Event of Default (as defined in Clause 7.2, item (xii) under the Indenture) in the event of non-compliance with the Financial Ratio for the periods from June 30th, 2022 to June 30th, 2024, provided that the Financial Ratio calculated in such periods does not exceed the maximum amounts described in section 8 below, and subject to payment of an extraordinary premium by the Company to the Debenture Holders, equal to one hundred and twenty-five thousandth percent (0.125%) flat, levied on the Par Value or on the balance of the Par Value of the Debentures, which must be due and payable each quarter in which the Financial Ratio is higher than four point fifty hundredths (4.50x), but lower than the maximum Financial Ratio approved; and
   3. prior consent to perform any of the following transactions, and regardless of who are the
      Company's counterparties in such transaction: (1) Company's spin-off, in which the spun-off portion contains exclusively Coal Assets; (2) Company's spin-off, in which the spun-off portion contains exclusively equity interests in the Issuer's subsidiaries, whose core activity (directly or indirectly, through other vehicles) is related to Coal Assets; (3) consolidation, merger or incorporation of shares, by any third-party company, which is not part of the Company's business group, of the Company's subsidiaries, whose core activity (directly or indirectly, through other vehicles) is exclusively related to Coal Assets (collectively referred to as,
      "Allowed Corporate Reorganizations - Coal"); or (4) reduction of the Company's capital, performed exclusively as a result of an Allowed Corporate Reorganization - Coal, such that any Allowed Corporate Reorganization - Coal or capital reduction performed exclusively as a result of an Allowed Corporate Reorganization - Coal is hereby expressly approved;

1. authorization for the Fiduciary Agent to perform, jointly with the Company, all other acts which may be required in order to reflect the resolutions taken according to item (i) above; and
2. ratification of the acts, which may have already been performed by the Fiduciary Agent, jointly with the Company and/or other legal representatives of the company, in line with the matters above.

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2. AVAILABILITY OF DOCUMENTS TO DEBENTURE HOLDERS

The documents related to the GMDH are available for consultation by Debenture Holders: (i) at the Company's principal place of business; and (ii) on the Company's web pages (https://ri.eneva.com.br/), on CVM's web page (www.cvm.gov.br) and on Fiduciary Agent's web page (https://www.pentagonotrustee.com.br/) on the world wide web.

Additional information about the GMDH convened herein and the matters on the agenda above may be obtained from the Company (through its investor relations channel) and/or from the Fiduciary Agent.

3. NOTICE OF THE GENERAL MEETING OF DEBENTURE HOLDERS (GMDH)

According to articles 71 and 124 of the Corporations Act and of CVM Resolution Nº 81, the GMDH will be called by means of an announcement published on the Company's web pages (https://ri.eneva.com.br/) and on CVM's web page (www.cvm.gov.br) on the World Wide Web, as well as, published for at least three (3) times, in the newspaper usually used by the Company contained the way the GMDH will be held, the place, the date and the time of the GMDH and its respective agenda.

According to the applicable legislation, the second publication of the announcement calling the general meeting of debenture holders will be made at least eight (8) days before the GMDH. In the specific case of the Company, the notice of the General Meeting of Debenture Holders will be published three (3) times, in printed and digital versions of the newspaper Monitor Mercantil.

4. GMDH PLACE

The GMDH will be held exclusively on a digital basis, without prejudice to the possibility of adopting remote voting instruction prior to the GMDH, by using the "Zoom" platform, which will allow the previously identified Debenture Holders to follow and vote in the GMDH, being deemed, therefore, held in the Company's principal place of business, located in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, nº 501, Bloco I, 4º e 6º andares, Botafogo, CEP 22250- 040, pursuant to Clause 10.1.3 under the Indenture and article 71, § 2, of CVM Resolution Nº 81

5. ATTENDANCE AT THE GMDH

The Debenture Holders interested in attending the GMDH using the "Zoom" platform shall request for registration to the Company, copying the Fiduciary Agent, through the electronic addresses [e-mail] [e-mail], preferably no later than two (2) days prior to the date of the GMDH, expressing their interest in

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attending the GMDH and requesting for the link to access the system ("Registration"). The Registration request must (i) contain the Debenture Holder's identification and, if applicable, its legal representative who will attend the GMDH, including his/ her/ its (a) full names, (b) CPF (Individual Taxpayer ID or Corporate Taxpayer ID numbers, as applicable), (c) telephone number, (d) the requester's e-mail address; and (ii) be accompanied by the documents required for attendance in the GMDH, as detailed below.

Pursuant to article 71 of CVM Resolution No. 81, in addition to the attendance and remote voting during the GMDH, using the "Zoom" platform, filling out and submitting a remote voting instruction will also be allowed, according to the template attached hereto as Schedule I, made available by the Company on its website https://ri.eneva.com.br provided the requirements indicated in said template are met (digital signature being allowed), which must be sent to the Company and to the Fiduciary Agent, to the electronic addresses

[e-mail] [e-mail], preferably nor latter than two (2) days before the GMDH.

According to articles 126 and 71 of the Corporations Act, in order to attend the GMDH or submit the voting instruction, the debenture holders shall submit the Company the following documents:

1. copy of the identity document (General Registry ID (RG), National Driver's License (CNH), passport, identity cards issued by professional councils or functional cards issued by Public Administration agencies, provided they contain the picture of the holder);
2. up-to-dateproof of ownership of the Third Series Outstanding Debentures, issued by the bookkeeping institution, which should have been issued no later than five (5) days before the date the Meeting of Debenture Holders is held; and
3. in case the Debenture Holder is represented by a proxy, proxy appointment with specific power for his /her/ its representation at the GMDH or voting instruction.

The representative of the Debenture Holder, when it is a legal entity, must present a copy of the following documents, duly registered with the competent body (Civil Registry of Legal Entities or the relevant Registry of Commerce, as the case may be): (a) articles of association or articles of incorporation; and (b) corporate act electing the administrator that (b.i) attend the general meeting as the legal entity's representative or sign the voting instruction, or (b.ii) sign a proxy appointment for a third party to represent the Debenture Holder who is a legal entity, electronic signature being acceptable.

With regard to investment funds, the representation of quotaholders at the GMDH will be the

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