The Extraordinary Shareholders' Meeting of ENEVA S.A. ("ENEVA" or "Company") will be held on March 11, 2021, at 11:00 a.m. (the "Meeting" or "ESM"), only digitally, using the "Zoom" platform, pursuant to the sole paragraph of article 121 of Law 6.404/1976 and CVM Instruction 481/2009, as amended ("Instruction 481/09").

In order to attend the Meeting, Shareholders must send an email to the Company pursuant to the participation instructions detailed in the call notice at least 48 hours before the holding of the ESM, i.e., until 11:00 a.m. (Brasília time) on March 09, 2021, requesting access to the electronic system for remote participation and voting, and sending a copy of all documentation necessary to participate in the ESM, as summarized below:

(a) Individuals:
- (i) Shareholders' identity card;
- (ii) Evidence from the custodian agent of ENEVA's shares of the relevant shareholding interest, issued on the date of the submission of the registration request for access to the electronic system of participation and remote voting; and
- (iii) In the event of attendance by a proxy, the documentation listed in item (c) below.
(b) Legal Entities or Investment Fund:
- (i) Identity card of the legal representative or proxy who will attend the Meeting;
- (ii) Evidence from the custodian agent of ENEVA's shares with the relevant shareholding interest, issued on the date of submission of the registration request for access to the electronic system of participation and remote voting;
- (iii) Updated articles of incorporation or association, registered with the competent authority;
- (iv) Document evidencing representative's authority: minutes of election of the attending legal representative, or person signing the power of attorney, if applicable;
- (v) If represented by proxy, the documentation in item (c) below; and
- (vi) In case of an investment fund, the regulation and documents relating to its administrator or manager, as applicable, listed in items (iii) and (iv) above.
(c) Shareholders represented by proxy:
If the shareholder prefers to be represented by proxy, the following documents will also be submitted:

(i)Power of Attorney with certified signature issued less than one year before the date of the Meeting, pursuant to Article 126, paragraph 1 of Law 6.404 of December 15, 1976, as amended ("Law 6.404/76"). The proxy should be a Company's shareholder, officer, counsel, a financial institution, or investmentfund administrator/manager representing the joint owners; and

(ii)

Proxy's identification document.

Shareholders' documents issued abroad must be notarized by a notary public duly authorized for this purpose, legalized by a consulate, and translated into Portuguese by a sworn translator.

In the case of documents issued by countries that are signatories to the Convention Abolishing the Requirement of Legalization for Foreign Public Documents ("Apostille Convention") of

October 5, 1961, the diplomatic or consular legalization was replaced by the affixation of an apostille, pursuant to National Council of Justice Resolution no. 228 of June 22, 2016.

The Company also clarifies that this Management's Proposal, as well as the Call Notice for the referred Meeting and the Participation Manual, are available on the websites of the Brazilian Securities and Exchange Commission ("CVM")(www.cvm.gov.br) of B3 S.A. - Brasil, Bolsa, Balcão ("B3")(www.b3.com.br) and of the Company(http://ri.eneva.com.br/).

The documents related to this Management's Proposal, including those required by Instruction 481/09, are also available to shareholders at Company's headquarters.

Management's Proposal to the Extraordinary Shareholders' Meeting

Dear Shareholders,

ENEVA's Management, in accordance with the applicable legislation and Company's Articles of Incorporation, in order to meet Company's interests, provides you, regarding the Meeting, the following proposals on the topics to be submitted for your appreciation:

(i) Splitting of all common, registered, book-entry shares issued by Company, in the proportion of one (1) common share to four (4) common shares, without changing the amount of the capital stock or the rights conferred by the shares to their holders:

Company's management proposes splitting all of the 316,273,504 (three hundred sixteen million two hundred seventy-three thousand five hundred four) common, registered, book-entry shares with no par value issued by Company in the proportion of 1 (one) common share to 4 (shares) of the same type, without changing the amount of capital stock. Thus, and in case share splitting is approved, Company's capital stock, currently totaling R$ 8,914,267,017.93 (eight billion nine hundred fourteen million two hundred sixty-seven thousand seventeen reais and ninety-three cents) will be divided into 1,265,094,016 (one billion two hundred sixty-five million ninety-four thousand sixteen) common shares, all registered, book-entry, and with no par value.

The figures above already consider the shares issued and the updated amount of the capital stock in view of the share issuances resolved by the Board of Directors within the authorized capital to date.

The shares resulting from the split referred to herein will fully confer on their holders the same rights as the existing common shares.

The purpose of the proposed stock split is to adjust the share price to a level that is more accessible to all investors, which may increase the liquidity of the shares.

Shareholders holding shares issued by the Company on the date of the ESM will be entitled to the split shares. The shares issued by the Company will start trading on the "splitting ex-date" on the day following this ESM, that is, March 12, 2021, and the shares resulting from the split will be credited to the shareholders on March 16, 2021.

Considering that the share splitting will be carried out so that each share issued by Company is split into 4 (four) shares of the same type, there will be no surplus resulting from share fractions.

(ii) Amendment and restatement of Company's Articles of Incorporation to update the amount of capital stock and adjust the number of common shares it is divided into, and update the authorized capital limit:

If the share split described in item (i) above is approved, Company's management proposes to adapt the wording of article 5 of Company's Articles of Incorporation to update the capital stock amount considering the resolution to increase the authorized capital increases resolved within the authorized capital to the present date and reflect the number of Company's common shares after the split, of 1,265,094,016 (one billion two hundred sixty-five million ninety-four thousand sixteen) shares of the same type.

Additionally, the Company proposes to amend the wording of Article 6 of Company's Articles of Incorporation to reflect the split of shares in Company's authorized capital stock. Considering that Company's current authorized capital limit of 1,283,005 (one million two hundred eighty-three thousand five) shares has already been issued, the new limit will change from the updated number of 82,854,926 (eighty-two million eight hundred fifty-four thousand nine hundred twenty-six) shares to 331,419,704 (three hundred thirty-one million four hundred nineteen thousand seven hundred-four) new common shares.

As a result of the above, we attach to this proposal, pursuant to article 11 of Instruction 481/09,0,containing the restated articles of Incorporation with the highlighted proposed amendments and0with the report detailing the origin and the justifications of the relevant amendments, and reviewing their legal and economic effects thereof.

(iii) Amendment to the Company's Stock Option Plan for the Purchase or Subscription of Common Shares, approved by the Annual and Extraordinary Shareholders' Meeting on April 29, 2020, so as to include the parameters for calculating the strike price of the stock options and alternative option of settlement of the stock options:

We propose an amendment to Company's Stock Option or Stock Subscription Plan (the "Plan"), approved on April 29, 2020, at the Ordinary and Extraordinary Shareholders' Meeting, to include the parameters for calculating the strike price of the stock options and alternative option of settlement of the stock options.

In relation to the inclusion of the strike price calculation parameters for the stock options, the amendment aims to allow the transfer of shares held in treasury by the to the Plan participants under art. 4, item I and sole paragraph of CVM Instruction no. 567/2015, as amended.

In addition, the Plan provides for delivery to the participant only the shares corresponding to the difference between the settlement price (market price of the shares determined at the time of the exercise, as defined in the Plan) and the strike price, multiplied by the total of options exercised by the participant. This mechanism consumes the Company's capital reserve if theissuance of shares within the scope of the authorized capital is made to cover the exercise of options received. It is intended to provide an alternative to the company to settle the options upon disbursement, by the participant, of the strike price, and consequent receipt of the totality of the shares to which such participant is entitled, which does not compromise the capital reserves of the Company.

To assist the understanding of the changes proposed by Company's Management, the restated Plan and highlighted changes thereto are available in Annex III.

The Management's Proposal submitted to Company's Ordinary and Extraordinary

Shareholders' Meeting held on April 29, 2020 includes the information required by Annex 13 of Instruction 481/01, duly updated to reflect the adjustment proposed above, available in0 to this proposal.

(iv) Amendment to Company's Common Stock Option or Subscription Program approved by Company's Extraordinary Shareholders' Meeting of Shareholders on August 2, 2016, so as to include the parameters for calculating the strike price of the stock options only with respect to Company's "Fourth Stock Option or Subscription Plan" approved at a meeting of Company's Board of Directors held on January 10, 2020:

On August 2, 2016, at an Extraordinary Shareholders' Meeting of the Company, a Stock Option or Company's Common Shares Subscription Program was approved (the "Program").

In this context, we propose to amend the Program to include the parameters for calculating the strike price of stock options, applicable only to Company's "Fourth Stock Option or Stock Subscription Plan", approved at a meeting of the Company's Board of Directors held on January 10, 2020.

The purpose of the amendment is to allow the transfer of shares held in treasury by the Company to the participants of the fourth plan related to the Program, pursuant to the provisions of art. 4, item I and sole paragraph of CVM Instruction no. 567/2015, as amended.

To assist the understanding of the changes proposed by the Company's Management, the consolidated Program with the highlighted changes is available in0.

Also, the Management's Proposal presented to Company's Extraordinary Shareholders' Meeting held on August 2, 2016 contained some information required by Annex 13 of Instruction 481/01, updated pursuant to0 to this proposal.

(v) Company's Long-term stock-based incentive compensation plan for managers and employees (Restricted Units)

On February 11, 2021, the Board of Directors proposed to adopt a new stock-based long-term incentive compensation plan (restricted units) (the "New Plan"), a copy of which is available in Annex VII to this Proposal.

Accordingly, the New Plan approval is proposed. Pursuant to Art. 13 of CVM Instruction 481/01, the information in Annex 13 to such Instruction is available in Annex VIII to this Proposal.

Annex I - Consolidated Articles of Incorporation Containing the Proposed Changes

ENEVA S.A.

Taxpayer Identification Number CNPJ/ME 04.423.567/0001-21

NIRE 33.3.0028402-8

Publicly-held Company

ARTICLES OF INCORPORATION

CHAPTER I

NAME, HEAD OFFICE, OBJECT, AND DURATION

Article 1 - ENEVA S.A. (the "Company") is a corporation governed by these Articles of Incorporation, Law 6.404 of December 15, 1976, as amended ("Law 6.404/76"), and any other applicable Laws and Regulations.

Sole Paragraph - Due to the entry of the Company on the Novo Mercado of B3 S.A. - Brasil, Bolsa, Balcão ("B3"), the Company, its shareholders, including any controlling shareholders, managers, and members of the Audit Committee, if any, are subject to the provisions of B3 Novo Mercado Regulation ("Novo Mercado Regulation").

Article 2 - Company's registered office and legal address is in the city of Rio de Janeiro, State of Rio de Janeiro, and it is incumbent upon the Board of Directors to determine its exact location.

Sole Paragraph - The Company may open, transfer, and/or close branch offices, agencies, warehouses, offices, and any other establishments anywhere in the national territory or abroad.

Article 3 - Company's corporate purpose includes the following activities: (i) generating, distributing, and selling electric energy; (ii) exploiting, developing, and producing hydrocarbons; and (iii) holding interest as member, quotaholder, or shareholder in other companies in Brazil and abroad, whatever the corporate purpose may be. To meet Company's corporate purpose, the Company may create subsidiaries under any corporate form.

Article 4 - Company's duration is indefinite.

Article 5 - Company's capital stock is R$ 8,914,267,017.93 (eight billion nine hundred fourteen million two hundred sixty-seven thousand seventeen reais and ninety three cents)R$8,862,843,387.01 (eight billion eight hundred sixty-two million eight hundred forty-three thousand three hundred eighty-seven reais and one cent), fully subscribed and paid-in, divided into 1.265,094,016 (one billion two hundred sixty-five million ninety-four thousand sixteen)314.990,499 (three hundred fourteen million nine hundred ninety thousand four hundred ninety-nine) common, all registered, book-entry shares with no par value.

Paragraph 1 - Company's capital stock will be represented exclusively by common shares.

Paragraph 2 - The shares are indivisible before the Company and each share carry one vote in resolutions of the Shareholders' Meetings.

Paragraph 3 - All Company's shares are book-entry shares and will be kept in a deposit account on behalf of their holders, with a financial institution authorized by the Brazilian

Securities and Exchange Commission ("CVM") with whom the Company has an effective custody agreement, with no certificate issued. The depositary institution may charge shareholders for the cost of the service of transferring and registering the ownership of book-entry shares, as well as for the cost of services related to shares held in custody, subject to the maximum limits established by CVM.

Article 6 - The Company is authorized to increase the capital stock with the additional issuance of up to 331,419,704 (three hundred thirty-one million four hundred nineteen thousand seven

hundred-four) 84,137,931 (eighty-four million one hundred thirty-seven thousand nine

hundred thirty-one) common shares, regardless any amendments to the Articles of Incorporation, upon resolution of the Board of Directors.

Sole Paragraph - Within the limit of the authorized capital, the Board of Directors may:

I. resolve on the issuance of common shares, subscription warrants, or debentures convertible into shares;

II. establish the issuance conditions, including the type and amount of securities, price, term, and form of payment in full, the subscription with payment in assets subject to the approval of an appraisal report by the Shareholders' Meeting after hearing the Audit Committee, if any;

III. approve capital increases through capitalization of profits or reserves, with bonus shares;
IV. exclude the preemptive right or reduce the term for the exercise thereof upon the issuances of securities placed through stock exchange sale, public subscription, or share exchange, in a public offer for control acquisition under the law and these Articles of Incorporation; and

V. with due regard for the plans approved by the Shareholders' Meeting, grant stock options to management members, employees, or individuals providing services to the Company or to other companies directly or indirectly controlled by the Company, with shares held in treasury or through the issuance of new shares, excluding preemptive rights to shareholders.

Article 7 - The Company may, pursuant to applicable regulations, acquire its own shares to be held in treasury before being disposed of or cancelled, up to the amount of the profit and reserve balance, except the legal reserve, without decrease in capital stock, subject to applicable legal and regulatory provisions.

CHAPTER III

MANAGEMENT

SECTION I - GENERAL PROVISIONS

Article 8 - The Company shall be managed by a Board of Directors and an Executive Board, in accordance with the duties and powers conferred by the applicable legislation and these Articles of Incorporation.

Paragraph 1 - The investiture of the managers is conditioned to the signature of the instrument of investiture providing their submission to the arbitration clause referred to in Article 31 hereto, and the compliance with the applicable legal requirements.

Paragraph 2 - The managers, after holding office, will keep the Company informed on the quantity and nature of the securities issued by the Company directly or indirectly held by them, under to the regulations in force.

Paragraph 3 - The managers will hold their offices until the investiture of their successors, unless otherwise resolved at the Shareholders' Meeting or by the Board of Directors, as applicable.

Article 9 - The Shareholders' Meeting will set the overall annual compensation of the Company's managers, and the Board of Directors will be responsible for deciding on its allocation.

SECTION II - BOARD OF DIRECTORS

Article 10 - The Board of Directors will be composed of at least seven (7) and at most eleven (11) members, all elected and removable by the Shareholders Meeting, with a unified term of office of one (1) year, reelection being permitted.

Paragraph 1 - At least two (2) or twenty percent (20%) of the members of the Board of Directors, whichever is greater, will be Independent Board Members, as defined in the Novo Mercado Regulation, and the characterization of the nominees to the Board of Directors as Independent Board Members will be resolved at the Shareholders' Meeting that elects them.

Paragraph 2 - When, as a result of the calculation of the percentage referred to in the paragraph above, the result generates a fractional number, the Company will round it up to the immediately higher whole number.

Paragraph 3 - Except for the provisions in Article 141 of Law 6.404/76, the election of the Board members referred to in Article 10 will be carried out with a coalition system.

Paragraph 4 - The Board of Directors will name a coalition, being observed that Company's management, within the regulatory term, will disclose a document with the name, details, and résumé of the candidates in the coalition formed under this paragraph.

Article 11 - Any other shareholder, or group of shareholders, may propose the Board of Directors another coalition subject to the following rules:

I. the proposal must be submitted in writing to the Company (i) from the first business day of the fiscal year in which the Shareholders' Meeting is to be held to no later than twenty-five

(25) days before the meeting, if an ordinary Shareholders' Meeting; or (ii) from the first business day after the occurrence of an event justifying the convening of a Shareholders'

Meeting for the election of members of the board of directors to no later than twenty-five (25) days before the meeting, if an Extraordinary Shareholders' Meeting called for that purpose, in either case the submission of more than one coalition by the same shareholder or group of shareholders being prohibited; and

II. the communication will include the name, details, and complete professional résumé of the candidates named, and the following documents for each candidate: (i) instrument signed by the candidate attesting to the candidate's acceptance to run for the position, and (ii) if

nominated as an Independent Member of the Board, a declaration of the candidate to the

Board of Directors attesting to the candidate's compliance with the criteria of independence

and any justifications pursuant to the Novo Mercado Rules.

Paragraph 1 - The Company will disclose in a Management's Proposal to the Shareholders' Meeting called to elect the members of the Board of Directors, proposals listing the coalitions presented.

Paragraph 2 - The same person may be part of two or more different coalitions, including the one referred to in Paragraph 4 of article 10.

Paragraph 3 - Each shareholder may only vote for one coalition; the votes will be computed and the candidates of the coalition receiving the highest number of votes at the Shareholders'

Meeting will be declared elected.

Article 12 - The Board of Directors will have one (1) Chairman and one (1) Vice Chairman, who will be elected by the majority vote of those present at the first meeting of the Board of

Directors held immediately after the investiture of such members, or whenever a vacancy occurs in those offices.

Sole Paragraph - The offices of Chairman of the Board of Directors and Chief Executive Officer or main executive of the Company may not be held by the same person, pursuant to the Novo

Mercado Regulations.

Article 13 - The replacement of the members of the Board of Directors, in the event of absence or vacancy of the office, will be carried out as follows:

I. In the event of temporary impediment of any member of the Board, the member will remain absent until the impediment ceases;

II. In the event of absence or impediment of the Chairman of the Board of Directors, the Vice-

Chairman of the Board of Directors will assume the Chairman's duties on temporary basis, regardless of any formality;

III. In the event of absence or temporary impediment of the Chairman and Vice-Chairman of the Board of Directors, the duties of the Chairman will be temporarily exercised by another member of the Board of Directors appointed by the majority of the members of the Board of Directors;

IV. In the event of a permanent vacancy in the position of member of the Board of Directors, the Board of Directors will appoint a substitute until the first Shareholders' Meeting, at which time a successor will be elected on a definitive basis to complete the unified term of office in progress.

Article 14 - The Board of Directors will meet ordinarily at least six (6) times a year and extraordinarily whenever necessary. The meetings of the Board of Directors will be called by its Chairman or by the majority of its acting members, the call being waived in the event all members of the Board of Directors attend the meeting.

Paragraph 1 - The call for the meetings will be made upon written notice delivered to each member of the Board of Directors personally, by email or courier, at least five (5) business days in advance, and set forth the date, place, time, and agenda of matters to be addressed.

Paragraph 2 - In the event of urgency, the meetings of the Board of Directors may be called by any of its members without observance of the term above, provided that all other members of the Board are unequivocally informed. The calls may be made by letter delivered personally, email, or courier, in each case with return receipt requested.

Paragraph 3 - The Board of Directors' meetings will be held preferably at Company's headquarters. The participation of any member of the Board of Directors may occur by conference call, videoconference, by sending a written vote in advance or by any other means of communication that allows the identification of the member and the simultaneous communication with other persons attending the meeting. Members of the Board of Directors participating remotely will be deemed present at the meeting for quorum verification before installation and voting, and their votes will be deemed valid for all legal purposes, and incorporated into the minutes of said meeting.

Paragraph 4 - Within two (2) business days after the end of each meeting the minutes will be forwarded to the Board members for approval and, once approved, drawn up in a proper book signed by all attending members of the Board of Directors.

Paragraph 5 - The minutes of meetings of Company's Board of Directors with resolutions intended to produce effects before third parties will be filed with the public registry of commercial companies and published.

Article 15 - The meetings of the Board of Directors will be called to the order with the presence of the majority of the acting members thereof. Sole Paragraph - The resolutions of the Board of Directors will be taken upon the affirmative vote of the majority of the members present, or the members that have manifested their vote as per Article 14 of these Articles of Incorporation.

Article 16 - It is incumbent upon the Board of Directors, in addition to other duties provided for by law or by these Articles of Incorporation:

I. Setting the general direction of Company's business;
II. Electing, evaluating, and dismissing the members of the Company's Board of Directors, and establishing their duties;

III. Distributing the remuneration set annually by the Shareholders' Meeting among its members and the members of the Board of Directors;

IV. Resolving on the convening of a Shareholders' Meeting when deemed convenient, or in the cases provided by law;

V. Monitoring and evaluating Company's economic and financial performance;
VI. Supervising the management of the Officers seeking to ensure Company's integrity and continuity through examination at any time of the Company's books and papers;

VII. Appointing and removing independent auditors pursuant to the applicable legislation;
VIII. Expressing an opinion on Management's Report, the Executive Board's accounts and the financial statements for each fiscal year, before they are submitted to the Shareholders' Meeting;

IX. With due regard for the provisions of paragraph 2, item VI of article 19 of these Articles of Incorporation, authorizing in advance the assumption of any liability or obligation, or the execution by Company of any legal business or transaction involving amounts exceeding R$ 50,000,000.00 (fifty million reais), including, but not limited to, (i) getting loans or other financings; (ii) granting in rem or personal guarantees or endorsements on behalf of the company, company's subsidiaries or third parties; (iii) alienating, encumbering, or otherwise disposing of Company's or Company subsidiaries' assets, and (iv) participating in bidding processes, especially those related to electrical energy generation and hydrocarbon exploitation activities;

X. Approving the strategic plan, the investment program, and the annual budget prepared and recommended by the Executive Board, and the amendments thereto involving amounts exceeding whichever is greater: (i) twenty-five percent (25%) variation from the original amount; or (ii) two hundred fifty million reais (R$ 250,000,000);

XI. Resolving on the issuance of debentures not convertible into shares;
XII. Resolving on Company's issuance of shares, subscription warrants, and debentures convertible into shares, within the limits of authorized capital;

XIII. Resolving on Company's listing of its own issued shares, subscription warrants, and any other securities indexed to shares issued by it, and the execution of derivative agreements indexed to shares issued by it under the applicable regulation;

XIV. Approving the rules of internal procedures of the Board of Directors;
XV. Preparing and disclosing a substantiated opinion on any public offering for the acquisition of shares whose object are the shares issued by Company, within fifteen (15) days of the publication of the notice of public offering for the acquisition of shares, pursuant to the Novo Mercado Listing Rules;

XVI. Approving corporate guidelines and policies affecting Company as a whole;
XVII. Presenting proposals to the Ordinary Shareholders' Meeting regarding the allocation of net income for the year and the distribution of dividends;

XVIII. Resolving on the distribution of interim or intercalary dividends, pursuant to art. 26, Paragraph 1, as well as the payment or credit of interest on equity to shareholders; XIX. Establishing the vote to be cast by Company's representative at Shareholders' Meetings and meetings of the companies in which it participates as member or shareholder, whose agenda is similar to the matters listed in this article;

XX. Proposing to the Shareholders' Meeting a stock option plan or other stock-based compensation models for managers, employees, or individuals providing services to the Company and its direct or indirect subsidiaries;

XXI. Resolving on the opening, transfer, and closure of branch offices, agencies, warehouses, offices and any other establishments of the Company;

XXII. Appointing and removing the person responsible for the Company's internal audit, who will report directly to the Board of Directors;

XXIII. Approving the duties of the internal audit area and resolving on Company's annual internal audit plan;

XXIV. Approving transactions and business of any nature with related parties;
XXV. Expressing an opinion on any matter to be submitted to the Shareholders' Meeting of shareholders; and

XXVI. Resolving the cases omitted in these Articles of Incorporation and that according to law do not fall within the Shareholders' Meeting's or the Audit Committee's duties.

Article 17 - The Board of Directors, for purposes of its advisement, may establish the formation of technical and advisory committees, of a non-deliberative nature, with defined purposes and non-executive functions, comprising the members of Company's Management bodies or not, the participation of the Executive Officers being prohibited as committee members.

Paragraph 1- The Board of Directors will establish the rules applicable to the committees, including rules on composition, term of office, compensation, operation, scope, and area of operation.

Paragraph 2 - Company will have a statutory audit committee, a collegiate advisory body directly linked to the Board of Directors.

Paragraph 3 - The audit committee will be composed of at least three (3) members, at least one (1) being an independent director, and at least one (1) having recognized experience in corporate accounting.

Paragraph 4 - The same member of the audit committee may accumulate both features referred to in Paragraph 3 above.

Paragraph 5 - The activities of the audit committee coordinator are defined in its internal regulation approved by the Board of Directors.

Paragraph 6 - It is incumbent upon the audit committee, among other matters:

I. Giving an opinion on the hiring and dismissal of independent audit services;
II. Evaluating the quarterly information, interim statements, and financial statements;
III. Monitoring the activities of Company's internal audit and internal controls areas;
IV. Assessing and monitoring Company's risk exposures;
V. Evaluating, monitoring, and recommending to the management the correction or improvement of Company's internal policies, including the policy on transactions between related parties; and

VI. Having the means to receive and process information on non-compliance with legal and regulatory provisions applicable to the Company, in addition to internal regulations and codes, including specific procedures for protecting the provider, and confidentiality of information.

SECTION III - EXECUTIVE BOARD

Article 18 - Company's Executive Board will be composed of at least three (3) and at most seven (7) members, whether shareholders or not, residing in the Country, the accumulation of duties by the same Officer being authorized, being one Chief Executive Officer, one Vice President, one Investor Relations Officer, and other officers with such designation and duties to be proposed to the Board of Directors by the Chief Executive Officer.

Paragraph 1 - The term of office of the members of the Executive Board will be unified as three (3) years, and they may be reelected.

Paragraph 2 - The Chief Executive Officer will submit to the Board of Directors the names of Executive Board candidates, all of them with proven academic background and practice acquired in courses and practice of activities compatible with the duties to which they are being considered, and may also propose to the Board of Directors their dismissal at any time.

Article 19 - The Executive Board will have broad and general powers to manage and represent the Company for the performance of all acts necessary for its regular operation and attainment of its corporate purpose, however special they may be, including waiving or assigning rights, compromising and agreeing, signing commitments, disposing of, and encumbering movableand immovable assets, providing sureties, guarantees, and endorsements, guaranteeing securities generally, within the limits set forth by law and by these Articles of Incorporation.

Paragraph 1 - In the exercise of its duties, the Executive Board will also be responsible for I. Planning and conducting Company's operations, and reporting its economic and financial performance to the Board of Directors;

II. Deciding on any matter that is not under the exclusive competence of the Shareholders' Meeting or of the Board of Directors;

III. Preparing and proposing to the Board of Directors Company's strategic plan, investment program, and annual budget, pursuant to the time limits in the annual Corporate Calendar;

IV. Complying with and enforcing the decisions and general business guidelines established by the Board of Directors;

V. Preparing and forwarding to the Board of Directors the reports and information listed in the Agenda and Corporate Calendar, approved by the Board of Directors;

VI. Prepare and proposing to the Board of Directors corporate policies, and implementing the approved policies; and

VII. Preparing and submitting, annually, to the Board of Directors' review, Company's financial

statements and the Management Report, and proposed allocation of profit for the year, and distribution of dividends.

Paragraph 2 - It is incumbent upon the Chief Executive Officer to direct the performance of activities related to Company's general planning, in addition to the duties, attributions, and authority assigned to them by the Board of Directors, in compliance with the policy and guidance previously set forth by the Board of Directors, including:

I. Supervising Company's management activities, coordinating and monitoring the activities of the Executive Board members;

II. Proposing to the Board of Directors the assignment of duties to each Director at the time of their relevant election;

III. Coordinating Company's personnel, organizational, managerial, operational, and marketing policy;

IV. Annually, preparing and presenting to the Board of Directors Company's annual business plan and annual budget;

V. Establishing the vote to be cast by Company's representative at Shareholders' Meetings and meetings of companies it attends as member or shareholder, except as provided in item XIX of article 16 of these Articles of Incorporation;

VI. Approving the transactions referred to in item IX of article 16 of these Articles up to R$ 50,000,000.00 (fifty million reais);

VII. Resolving any disagreement among the members of the Board of Directors; and
VIII. Managing corporate affairs generally.

Paragraph 3 - It is incumbent upon the Vice President Officer replacing the Chief Executive Officer, in the event of temporary or permanent impediment.

Paragraph 4 - It is incumbent upon the Investor Relations Officer, in addition to the duties, attributions, and authority assigned to them by the Board of Directors or by the applicable regulation, observing the policy and guidelines previously set forth by the Board of Directors: I. Representing the Company before control bodies and other institutions that operate in the securities and capital markets;

II. Providing information to the investing public, CVM, stock exchanges on which Company's securities are traded, and other bodies related to the activities developed in the securities and capitals markets, pursuant to applicable legislation, in Brazil and abroad; and

III. Keeping the registration as a publicly-held company with the CVM updated.

Paragraph 5 - It is incumbent upon the other Officers with no specific designation herein, to carry out the policies and guidelines established to them by the Board of Directors.

Article 20 - The Company will be deemed bound when represented:

a) By 2 (two) Officers jointly;
b) By 1 (one) Officer together with 1 (one) attorney-in-fact with special authority, duly appointed;

c) By 2 (two) attorneys-in-fact jointly, with special authority, duly appointed;
d) By 1 (one Officer) or 1 (one) attorney-in-fact, for (i) endorsing checks to be deposited in Company's accounts; (ii) signing routine correspondence that does not create any liability for the Company; (iii) receiving of summons, notices, and judicial and administrative notifications, rendering of personal testimony, and representation as agent in hearings; (iv) complying with, and negotiating tax, labor, or social security obligations, and taking administrative acts generally, before federal, state, or municipal public bodies, independent entities, public companies and government-controlled companies, provided that it does not imply the assumption of new obligations; and (v) in the case of an attorney-in-fact, when it involves an ad judicia and ad judicia et extra power of attorney, representing Company in court or administrative proceedings.

Paragraph 1 - The Company may also be validly represented by only one (1) Officer, also to assume obligations, in the following instances:

I. Hiring service providers or employees;
II. Routine matters before federal, state or municipal public agencies, instrumentalities, and government-controlled companies;

III. Signature of correspondence on routine matters; and
IV. Representing the Company at Shareholders' Meetings of its subsidiaries and other companies in which it has an equity interest, subject to the provisions of these Articles of Incorporation.

Paragraph 2 - All powers of attorney will be granted on behalf of the Company by two (2) members of the Executive Board jointly, one of them necessarily being always the Chief Executive Officer or the Executive Vice-President, and will specify the authority granted and, except for those under paragraph 3 of this article, will be valid for a term limited to one (1)year.

Paragraph 3 - The powers of attorney for judicial purposes may be granted for an indefinite term and those granted for purposes of compliance with a contractual clause may be granted for the term of the contract to which they are bound.

CHAPTER IV

SHAREHOLDERS' MEETINGS

Article 21 - The Shareholders' Meeting will meet, ordinarily, within four (4) months following the end of each fiscal year and, extraordinarily, whenever the corporate interests so require, subject to the relevant legal and regulatory provisions and these Articles of Incorporation regarding call notice, instatement, and resolutions.

Paragraph 1 - The Shareholders' Meetings will be called within the period provided by the Law or applicable regulation, and will be chaired by the Chairman of the Board of Directors, failing which, by the Vice-Chairman of the Board of Directors, and, failing both, by whomever the majority of the members of the Board of Directors may appoint among their members. If no one is named, a shareholder appointed by the Shareholders' Meeting will occupy this position. The Chairman of the Shareholders' Meeting will invite an attending shareholder, or an attorney, to serve as secretary.

Paragraph 2 - The resolutions of the Shareholders' Meeting, subject to the special events listed by the law and these Articles, will be taken by absolute majority of valid votes, and the blank votes will not be counted.

Paragraph 3 - The minutes of the Shareholders' Meetings will be drawn up as a summary of the facts occurred, including dissents and protests, and contain a transcription of resolutions passed, pursuant to paragraph 1 of article 130 of Law 6.404/76. Article 22 - It is incumbent upon the Shareholders' Meeting, in addition to other duties provided by law: a) Taking the accounts of the management, reviewing, discussing, and voting on the financial statements; b) Electing and dismissing the members of the Board of Directors and Audit Committee, if instated; c) Setting the overall annual compensation of Company's officers and officers and members of the Audit Committee, if instated; d) Approving plans for granting stock options or other stock-based compensation systems to managers, employees, or individuals providing services to Company or companies directly or indirectly controlled by Company, without preemptive rights to shareholders;

e) Resolving on the allocation of net income for the year and the distribution of dividends; and
f) Resolving on the cancellation of the registration as a publicly-held company before CVM.

CHAPTER V

AUDIT COMMITTEE

Article 23 - Company's Audit Committee will operate on a non-permanent basis and, when instated, will be composed of at least three (3) and at most five (5) effective members and an equal number of deputy members, whether shareholders or not, elected and dismissible at any time by the Shareholders' Meeting. In the election of the members of the Audit Committee, the same procedures described in Article 11 of these Articles will be observed. Company's Audit Committee will be composed, instated, and remunerated pursuant to the legislation in force.

Paragraph 1 - The investiture of Audit Committee members, effective and alternate, is conditioned to the signature of the instrument of investiture, which will contemplate their compliance with the arbitration clause referred to in Article 31 herein, and with the applicable legal requirements.

Paragraph 2 - The members of the Audit Committee will also, after taking office, keep Company informed on the quantity and nature of the securities issued by Company they hold the title, directly or indirectly, under the prevailing regulation.

Paragraph 3 - The members of the Audit Committee will be replaced, in their absences and impediments, with the respective alternate.

Paragraph 4 - In the event of vacancy of an office of Audit Committee member, the relevant alternate will take place. If there are no alternates, the Shareholders' Meeting will be convened to elect a member for the vacant position.

Paragraph 5 - Members of the Audit Committee who have a relationship with any company that may be deemed a competitor of Company will not be elected as Fiscal Council member, and are prohibited, among others, the election of any person who: (a) is an employee, shareholder, or member of a management, technical, or fiscal body of a competitor or controlling shareholder or subsidiary of a competitor; (b) is a spouse or relative to the second degree of a member of a management, technical, or fiscal body of a competitor or of a controlling shareholder or subsidiary of a competitor.

Article 24 - When convened, the Audit Committee will meet, pursuant to law, whenever necessary and will review, at least quarterly, the financial statements.

Paragraph 1 - Regardless of any formalities, the meeting attended by all Audit Committee members will be deemed regularly called.

Paragraph 2 - The Audit Committee's resolutions are passed by absolute majority of votes, the majority of its members being present.

Paragraph 3 - All resolutions of the Audit Committee will be listed in the minutes drawn up in the relevant book of Minutes and Opinions of the Audit Committee and signed by the Audit Committee members present.

CHAPTER VI

FISCAL YEAR, FINANCIAL STATEMENTS, AND PROFIT ALLOCATION

Article 25 - The fiscal year will commence on January 1 and end on December 31 and will comply, regarding the financial statements, with the provisions set forth by Law and the applicable regulations.

Paragraph 1 - By resolution of the Board of Directors, the Company may (i) draw up semi-annual, quarterly or shorter balance sheets and declare dividends or interest on equity to the account of profits verified in such balance sheets; or (ii) declare interim dividends or interest on equity to the account of retained earnings or profit reserves existing in the last annual balance sheet.

Paragraph 2 - The interim or intercalary dividends distributed and the interest on own capital may be imputed to the mandatory dividend as per article 26 below.

Paragraph 3 - Company will hold a public presentation to disclose information on its quarterly results and financial statements, within the term and pursuant to the Novo Mercado Regulations.

Article 26 - From the income for the year, accumulated losses, if any, and the provision for income tax and social contribution on profit will be deducted, prior to any profit sharing.

Paragraph 1 - From the remaining balance, the Shareholders' Meeting may assign to the Managers a profit share corresponding to up to one tenth of the year's profits or the annual remuneration of the managers, whichever is smaller. It is a condition for the payment of such profit sharing the allocation to shareholders of the mandatory dividend pursuant to paragraph 3 of this Article.

Paragraph 2 - The net income for the year will be allocated as follows: a) 5% (five percent) will be applied before any other allocation, in the constitution of the legal reserve, not to exceed 20% (twenty percent) of the capital stock. In the fiscal year in which the balance of the legal reserve plus the amount of the capital reserves, under paragraph 1 of Article 182 of Law 6.404/76, exceeds thirty percent (30%) of the capital stock, it will not be mandatory to allocate part of the net income for the year to the legal reserve; b) A portion, as proposed by the Board of Directors to the Shareholders' Meeting, may be allocated to the formation of a reserve for contingencies and reversal of the same reserves formed in prior years, under the terms of Article 195 of Law 6.404/76; c) A portion will be allocated to the payment of the minimum mandatory annual dividend toshareholders, subject to the provisions of paragraph 4 of this article; d) For the fiscal year in which the amount of the mandatory dividend, calculated pursuant to Paragraph 3 of this Article, exceeds the realized portion of the profit for the year, the Shareholders' Meeting may, upon a proposal of the Board of Directors, allocate the excess to the creation of a reserve of unrealized profits, pursuant to the provisions of Article 197 of Law 6.404/76; e) A portion, upon a proposal of the Board of Directors to the Shareholders' Meeting, may be retained based on a previously approved capital budget, pursuant to the terms of Article 196 of Law 6404/76; f) Company will maintain a statutory profit reserve named "Investment Reserve", the purpose of which will be to finance the expansion of the activities of the Company and/or of its controlled and affiliated companies, including by means of subscription of capital increases or creation of new undertakings, which will be formed with up to one hundred percent (100%) of the net income remaining after the deductions prescribed by law and under the articles of Incorporation and whose balance, added to the balances of the other profit reserves, except the unrealized profit reserve, tax incentives and the reserve for contingencies, may not exceed one hundred percent (100%) of the Company's capital stock; and g) The balance will be allocated as decided by the Shareholders' Meeting, in compliance with the legal provisions.

Paragraph 3 - Shareholders are entitled to receive an annual mandatory dividend, of at least twenty-five percent (25%) of the net income for the fiscal year, reduced or increased by the following amounts: (i) amount intended for the constitution of legal reserve; and (ii) amount intended for the formation of reserve for contingencies and reversal of the same reserves formed in previous fiscal years.

Paragraph 4 - The payment of mandatory dividend may be limited to the amount of net income realized, pursuant to law.

Article 27 - By proposal of the Executive Board, approved by the Board of Directors, Company may pay or credit interest to the shareholders, as remuneration on the equity of the latter, with due regard for the applicable legislation. Any amounts so disbursed may be charged to the amount of the mandatory dividend provided for in these Articles of Incorporation. Sole Paragraph - In the event of crediting interest to shareholders during the fiscal year and allocating it to the mandatory dividend amount, shareholders will be ensured the payment of any remaining balance. In the event the amount of dividends is less than what was credited to them, the Company may not charge the excess balance to the shareholders.

Article 28 - The Shareholders' Meeting may resolve on the capitalization of profit or capital reserves, including those established in interim balance sheets, with due regard for the applicable legislation.

Article 29 - The dividends not received or claimed will forfeit within three (3) years, as of thedate they were made available to the shareholder, and will revert to the benefit of the Company.

CHAPTER VII TRANSFER OF CONTROL

Article 30 - The direct or indirect disposal of the Company's control, either by means of a single operation, or by means of successive operations, will be entered into under the condition that the control transferee undertakes to make a public offer for the acquisition of shares having as object the shares issued by the Company held by the other shareholders, in compliance with the conditions and terms provided for in the legislation and regulations in force and in the Novo Mercado Regulation, so as to ensure them equal treatment to that given to the transferor.

CHAPTER VIII ARBITRATION

Article 31 - The Company, its shareholders, Managers and Audit Committee members, either effective and alternate, if any, undertake to resolve, by means of arbitration, before the Market Arbitration Chamber, pursuant to its regulation, any controversy that may arise between them, related to or arising from their condition as issuer, shareholders, managers and Audit Committee members, especially those arising from the provisions contained in Law 6.385/1976, Law 6.404/76, Company's Articles of Incorporation, the rules issued by the National Monetary Council, the Central Bank of Brazil, and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the capital market in general, in addition to those contained in the Novo Mercado Regulations, other regulations of B3 and the Novo Mercado Participation Agreement.

CHAPTER IX LIQUIDATION

Article 32 - The Company will be dissolved and be liquidated in the cases provided for by law, and the Shareholders' Meeting will establish the liquidation method, elect the liquidator, and, if applicable, the Audit Committee for such purpose.

CHAPTER X GENERAL PROVISIONS

Article 33 - The cases not provided for in these Articles of Incorporation will be resolved by the Shareholders' Meeting and governed by the provisions of Law 6.404/76 and the applicable regulatory rules.

Article 34 - In compliance with the provisions in Article 45 of Law 6.404/76, thereimbursement amount to be paid to dissenting shareholders will be based on the equity value as stated in the last balance sheet approved by the Shareholders' Meeting.

Article 35 - The dividends attributed to shareholders will be paid within the terms of the law, only subject to adjustment for inflation and/or interest if so determined by the Shareholders'

Meeting.

Annex II - Rationale and Impacts of the Amendments to the Articles of

Incorporation

Amendment

Rationale and impact

Article 5 - Company's capital stock is R$ 8.914,267,017.93 (eight billion nine hundred fourteen million two hundred sixty-seven thousand seventeen reais

and

ninety-three

cents)R$8,862,843,387.01 (eight billion eight hundred sixty-two million eighthundredforty-threethousandthreehundred eighty-seven reais and one cent), fully subscribed and paid-in, divided into 1.265,094,016 (one billion two hundred sixty-five million ninety-four thousand sixteen)314.990,499 (three hundred fourteen million nine hundred ninety thousand four hundred ninety-nine) registered, book-entry common shares with no par value

Amendment to the wording of Article 5 of Company's Articles of Incorporation to update the amount of the capital stock in view of capital increases resolved within the authorized capital to date and reflect the stock split in the proportion of 1 (one) common share for 4 (four)

shares of the same type, if item (i) on the agenda of the Extraordinary Shareholders'

Meeting is approved.

The split will have no impact on shareholders with respect to the proportional interest held in the Company's capital stock or the rights they currently hold.

The purpose of the proposed stock split is to adjust the share price to a level that is more accessible to all investors, which may increase the liquidity of the shares.

Article 6 - Company is authorized to increase the capital stock by means of the additional issuance of up to 331,419,704 (three hundred thirty-one million four

hundrednineteenthousandseven

hundred four) 84,137,931 (eighty-fourmillion thousand commonone ninehundred hundred

thirty-seven thirty-one)

shares, regardless ofamendments to the Articles of Incorporation, upon resolution of the Board of Directors.

Amendment to the wording of Article 6 of Company's Articles of Incorporation to reflect the split of shares in Company's authorized capital stock. Considering that, within Company's current authorized capital limit, 1,283,005 (one million two hundred eighty-three thousand five) shares have already been issued, the new limit will change from the updated number of 82,854,926 (eighty-two million eight hundred fifty-four thousand nine hundred twenty-six) shares to 331,419,704 (three hundred thirty-one million four hundred nineteen thousand seven hundred four) new common shares, if item (i) on the agenda of the ESM is approved.

Companydoesnotforeseeanyrelevant

Annex III -Stock Option Plan or Subscription of Company's Common Shares

(originally approved at the ESM held on April 29, 2020)

STOCK OPTION PLAN OR SUBSCRIPTION OF COMMON SHARES ISSUED BY ENEVA

S.A.

DEFINITIONS

For the purpose of this Plan, the following definition will apply:

a) "Controlling Shareholder" - has the meaning set forth in art. 116 of Law 6.404/76.
b) "Shares" - means common, registered, book-entry, and no par value shares in the Company, as existing on the date hereof;
c) "Company" - means Eneva S.A.;
d) "Option Exercise" - means the actual subscription or purchase of the Shares related to the Options previously granted to the Participants, under this Plan and respective Programs;
e) "Option" - means the possibility of subscription or purchase, by the Participants, of Company Shares at the price and conditions set forth in the Program, provided all terms and conditions of this Plan are met;
f) "Participant" - means the officers and employees of Company and Company's subsidiaries, as defined by Company's Board of Directors, eligible to participate in each
Program under the conditions of this Plan;
g) "Plan" - means this Stock Option Plan for the Purchase or Subscription of Common Shares Issued by ENEVA S.A.;
h) "Maturity Period" - the period between the date of grant of the Options and the date from which the Options may be exercised, within which the Options may not be exercised;
i) "Maximum Term for Exercising Options" - is the maximum term (time limit) to exercise mature Options, under penalty of forfeiture of this right under clause 10.1 below;
j) "Strike Price" - will be the amount set forth in the Program to be considered for subscription or purchase of Shares resulting from the exercise of the Options, as applicable, subject to the provisions of clause 11.1 below;

"Program" - means Eneva S.A. Stock Purchase Program or Shares Subscription based on this Plan to be approved by Company's Board of Directors.

2. CONCEPT

2.1. This Plan provides the general guidelines to be considered by Company's Management for granting Stock Options or subscription of Shares issued by Eneva S.A. to the Participants in the Programs.

2.2. Company's Board of Directors may establish Programs for a fixed term, and may also determine the maximum limit of Options to be granted under such Program.

2.3. The Participants must sign an Adhesion Agreement (as defined below) with Company whereby the Options will be granted to Participants so they may acquire, within a previously established period and at a previously established price, Shares, observed all terms and conditions set forth in this Plan.

PURPOSES

3.1.

The purposes of the Plan are the following:

a) Stimulating the improvement of the management of the Company and of companies under Company's direct or indirect control, granting the Participants the possibility of being shareholders of the Company, thus stimulating them to work on the optimization of all aspects that may enhance the Company and the achievement of its objectives;
b) Attracting, motivating, and retaining officers and employees at the Company and Company's subsidiaries; and
c) Increasing Company's attractiveness.

4. ADMINISTRATION

4.1. This Plan will be administered by Company's Board of Directors, which will have the power to:

(i) approve Company's officers and employees eligible as Participants of each
Program;
(ii) approve the final version of the adhesion agreement to be executed with each Participant ("Adhesion Agreement"), whose standard draft is enclosed to this Plan as Annex 4.1;

(iii) inform the number of Options to be granted to each Participant;
(iv) approve any type of additional right or obligation to be established to each Participant for the exercise of their relevant Option; and
(v) decide on any cases not provided for in the Plan's regulations.

4.2. Each year of the Plan, one or more new Programs may be created by the Board of Directors, which, if implemented, will be structured based on the criteria defined in this Plan.

The Board of Directors will decide on the opportunity and convenience of implementing or not the aforementioned Programs in each year of the Plan. The Programs will set out:

(i) their terms; and

(ii) the maximum limit of Options to be granted under such Program.

4.2.1. Within the scope of the Programs and thereunder, the Board of Directors will be responsible for resolving on:

(i) Appointing the Participants in the relevant Program;
(ii) Determining the number of Options to be granted;
(iii) Determining the exact Strike prices; and
(iv) establishing other conditions for the appropriate exercise of the Options.

PARTICIPANTS

5.1. Company's and Company subsidiaries' officers and employees are eligible as

Participants.

5.2. To become a Participant in the Program, eligible officers and employees must be formally named by the Board of Directors under this Plan. Additionally, as an essential condition for their nomination be considered valid and binding, they must sign the Adhesion Agreement, expressly adhering to the Program prepared under this Plan and stating that they are aware of all its terms and conditions, including the restrictions contained therein.

5.3. Within the limits of the authorized capital stock provided herein, new Participants may be included in Programs already approved and still in effect only up to the end of the year in which the Program was approved.

5.4. Given that different Programs may coexist, simultaneous participation by the same Participant in different Programs will also be permitted.

6. TOTAL LIMIT OF SHARES AVAILABLE FOR THE PLAN

6.1. The total number of Shares to be received by the Participants under the Plan may not exceed the maximum limit of three percent (3%) of the total Shares issued by the Company on that date.

6.1.1. For the purposes of this limit, the sum of the Shares actually issued in connection with the Options granted will be considered, net of those exercised without any increase in the Company's capital.

7. TYPE OF SHARES AND RIGHTS CONFERRED UPON THEM

7.1. For the purposes of this Plan, Shares will be delivered and/or issued, when necessary, within the limits of the authorized capital and according to the available funds provided for in each Program, which will ensure the same rights provided for the other common shares issued by the Company and that are already outstanding.

8. PREEMPTIVE RIGHTS IN CAPITAL INCREASES

8.1. In accordance with the provisions of art. 171, paragraph 3, of Law 6.404/76, there will be no preemptive rights in the granting and exercise of Options, either in relation to the current shareholders or in relation to those who acquire this capacity under this Plan and respective Programs.

9. OPTION MATURITY

9.1. The Options granted under this Plan will become mature, i.e., may be exercised, according to the terms provided for in the Program, and must always meet a proportionality in the definition of the term, in order to meet the retention objective of the Participants.

9.2. Participants must notify the Company of their intention to exercise the Mature Options; however, the actual exercise of the Options will be subject to the procedures described in item 13 of this Plan, applicable both to situations related to capital increase with issuance of Shares and to the delivery of Shares held in treasury by the Company, when applicable.

10.

MAXIMUM TERM FOR EXERCISING THE OPTIONS

10.1. Maximum Term for Exercising the Options is the time limit for exercising mature Options under penalty of forfeiture of such right. This period will be one hundred and twenty (120)days from the date on which all Options granted to that Participant under each Program have complied with the Maturity Term.

10.2. The Maximum Term for Exercising the Options may change according to specific events addressed herein.

11.

SUBSCRIPTION OR PURCHASE PRICE OF THE SHARES

11.1. The Strike Price - It is the value established by the Board of Directors in each Program for subscription or purchase of Shares when the strike Option is granted, corresponding to the

average closing price of the shares weighted by the trading volume in the previous 40 (forty) trading sessions, measured on the 5th (fifth) business day before the grant date. The Strike

Price will be adjusted annually by the variation of the Broad National Consumer Price Index - IPCA, published by IBGE, plus 6.5% p.a. (six and a half percent per year) from the date of execution of the Adhesion Agreement by the relevant Participant to the exercise date.

11.2. Adjusted Strike Price Update - The Strike price will be monetarily adjusted in the manner indicated in the Program.

12.

OPTION EXERCISE

12.1. Provided the requirements and conditions set forth in this Plan and respective Programs are met, once the Options Maturity Period is reached, the Participant will be entitled to exercise these Options, i.e., subscribing new Shares or purchasing Shares held in treasury by Company, which have been issued or acquired as a result of this Plan and respective Programs.

12.1.1. Participants may, at their sole discretion, postpone this exercise to the time they deem most appropriate, provided they comply with the Maximum Term for Exercising the Options and other conditions described in the relevant Program.

12.2. No Participant will have any of the rights and privileges of a shareholder of the Company until the Options are duly exercised and the Shares underlying the Options are actually subscribed or purchased.

12.3. The right to exercise the Options eventually not exercised within the periods and under the conditions set forth in this Plan and in the respective Program will lapse, without the Participant being entitled to any indemnity.

12.4. No Shares will be delivered to the Participant as a result of the exercise of the Option unless all legal and regulatory requirements have been fully complied with.

12.5. The settlement of the Strike Price must occur according to one of the following two options, as may be defined by the Company, at its sole discretion. If there is sufficient capitalreserve in adequate amounts and the Company so chooses, the settlement of the Strike Price will take place in accordance with the provisions of clause 12.6 below. On the other hand, if there is no such balance, the settlement of the Strike Price will occur in accordance with the provisions of clause 12.7 below. The form of settlement of the Strike Price must be informed by the Company to the Participant after receiving the respective Exercise Term.

12.65. If there is a capital reserve balance in adequate amounts, tThe Company may choose to issue and deliver will issue and deliver to the Participant only the number of Shares corresponding to the difference between the Settlement Price (as defined below) and the Strike Price, multiplied by the total number of Options exercised by said Participant.

12.65.1. The Settlement Price corresponds to the average price of the Company's Shares, weighted by volume, on the five (5) business days following the date of execution of the Exercise Agreement by the relevant Participant. That is, the number of Shares to be transferred to the Participant will be:

Na = (Pm− Pe)×M

where,

Na = number of Shares to be transferred Pm = Settlement Price

Pe = Strike Price, with all the updates and adjustments provided for in clauses 11.1 and 11.2

M = number of Mature Options available for exercise.

12.65.2. When, as a result of compliance with the calculation referred to in section 12.65.1, a fractional number of Shares results for the Participant, such fraction will be rounded up to a whole number of Shares: (i) immediately above, when the fraction is equal to or greater than five tenths (0.5); or (ii) immediately below, when the fraction is less than five tenths (0.5).

12.6.3 In view of the mechanism provided for above to deliver to the Participant only the number of Shares corresponding to the difference between the Settlement Price (as defined therein) and the Strike Price, there will be no disbursement of funds by the Participant for the subscription or purchase of the Shares.

12.7. Alternatively, the Company may choose to have the Strike Price paid within a period of 90 (ninety) days, extendable for a further 90 (ninety) days, for each Participant, counted from the receipt by the Company of the Exercise Term.

12.7.1.Notwithstandingthe above provisions, the Board of Directors is permitted to resolve, at its sole discretion, to grant additional periods for payment of the Strike Price.

12.7.2. Without prejudice to the previous provisions, in the event of sale by the Participant of the Shares object of the exercise, the Participant must use the proceeds of the sale to pay the Strike Price within a maximum period of 72 (seventy-two) hours counted from the credit of the resources to his favor.

13.

FORMAL PROCEDURES FOR THE EXERCISE OF OPTIONS

13.1. Notice to the Company - Participants willing to exercise their Options must notify the Company in writing of their intention up to the last day of the Maximum Term for Exercising the Options, in accordance with the form of Stock Option Exercise Agreement to be disclosed by the Board of Directors, which will be attached to the relevant approved Program, and observed other conditions set forth in the relevant Program.

13.2. Delivery of Shares - Once the Company is notified, (a) if the actual Exercise of the

Options depends on the issuance of new Shares, the Shares will only be delivered at the meeting of the Board of Directors that resolves on Company's capital increase through the issuance of Shares, which must occur within fifteen (15) business days from the delivery of the Exercise Agreement by the Participant to the Company; and (b) if the Shares are delivered by transfer of Treasury Shares, Company will take such act on the date the Exercise Agreement is delivered by the Participant to the Company.

13.3. Suspension of Exercise Rights - Company may determine the suspension of the right to Exercise Options whenever situations occur which, under the terms of the legislation in force, restrict or prevent the trading of shares by Company's employees and managers.

14.

SALE OF SHARES

14.1. The Shares acquired or subscribed under this Plan may be freely disposed of by

Participants under the applicable law, unless otherwise provided by the relevant Programs, which may establish an applicable lock-up period for such Shares during which Participants may not sell, transfer, or otherwise dispose of the same.

14.2. Participants will be subject to the rules restricting the use of privileged information and securities trading applicable to publicly-held companies generally, and those established by the Company, especially Company's Policy on the Disclosure of Material Acts or Facts, Confidentiality, and Trading.

RESTRICTIONS ON THE TRANSFER OF OPTIONS

15.1. Options are personal and nontransferable, except in the event of succession due to Participant's death, however, exclusively with respect to Mature Options. In this case (death of the Participant), the Options may be exercised by the heirs or successors as defined in the applicable Program subject to the general terms of this Plan.

16.

CONSEQUENCES OF WITHDRAWAL OF PARTICIPANTS

16.1. Participant withdrawal cases will be dealt with specifically in each Program granted, taking into account the form of withdrawal of the Participant from the Company.

17.

ESTABLISHMENT OF SHAREHOLDING CONTROL

17.1. If there is a change in Company's shareholding structure so that a Controlling

Shareholder is established, the Plan and Programs already implemented will be observed, and the Board of Directors may resolve, within the scope of the Program, the immediate transformation of Non-Mature Options into Mature Options in the event a Controlling Shareholder is established.

17.2. In the event that shareholders receive an offer from third parties to purchase shares representing the establishment of a Controlling Shareholder in the Company and are willing to carry out the sale, the selling shareholders may require the Participants to sell jointly their Shares acquired under this Plan, so that all Participants are obligated to carry out the sale of all their Shares acquired under this Plan, subject to the same conditions, terms, and amounts proposed to the selling shareholder.

18. CONSOLIDATION, SPIN-OFF, MERGER, COMPANY'S TRANSFORMATION AND MERGER OF SHARES

18.1. In the event of consolidation, spin-off, with or without extinction of the spun-off entity, merger or transformation of the Company, as well as in the event of merger of shares, the Programs already established will be observed (to the extent permitted by law), making the necessary adjustments in the number of Options, also observing the exchange ratios used for the purposes of the transactions above. The Board of Directors will facilitate the exercise of Mature Options by Participants, if they so desire, prior to the consolidation, spin-off, merger or transformation of the Company, under the terms to be defined in each Program.

CHANGE IN THE NUMBER, TYPE, AND CLASS OF SHARES

19.1. In the event of a change in the number, type, and class of Company's shares resulting of a share grouping, split, or bonus, as well as in the event of conversion of shares of one type or class into another, or conversion into shares of other securities issued by Company, the necessary adjustments must be made to the Programs already implemented, notably with respect to the number of Options and the type or class of Shares to which the Options refer, in order to avoid distortions and losses to the Company or Participants. The appropriate adjustments will be made by the Board of Directors.

20. AMENDMENT, SUSPENSION, AND TERMINATION OF THE PLAN AND CONCERNED PROGRAMS

20.1. The Shareholders' Meeting is responsible for approving and, therefore, amending, suspending, or terminating the Plan.

20.2. The causes that may lead to change or termination of the Plan, also in relation to Programs already implemented, include the occurrence of factors that cause a serious change in the economic scenario and that reasonably jeopardize Company's financial position. Any such amendment or termination, however, will not modify or impair any rights or obligations under any individually existing agreement with the Participant, without the Participant's consent.

21.

SPECIFIC PERFORMANCE

21.1. The Company and the Participants will be entitled to judicially demand specific performance of the obligations assumed by the other party under this Plan, pursuant to article

784, III of the Code of Civil Procedure.

22. TERM OF THE PLAN

22.1 The Plan will become effective upon its approval by the Company's Shareholders' Meeting and Option grants are authorized for a term of 5 (years) years.

23. INTERPRETATION

23.1. Any and all Options granted under any Program will be subject to the terms and conditions set forth in this Plan. In the event of a conflict between the Program and this Plan, the provisions of the Plan hereunder will prevail.

Annex IV-

Information in Annex 13 to Instruction 481/09

Providing a copy of the proposed plan

A copy of the plan is enclosed in0above.

Informing the main features of the proposed plan, identifying:

Potential beneficiaries

Potential beneficiaries are the officers and employees of the Company and Company's subsidiaries.

Maximum number of options to be granted

There is no maximum number of options set, but the maximum limit of shares to be delivered to beneficiaries due to the exercise of the options, shown below, must be observed.

Maximum number of shares covered by the plan

The total number of shares to be received by the beneficiaries will not exceed the maximum limit of three percent (3%) of the total shares issued by the Company on that date. This limit will take into account the sum of shares actually issued in connection with the options granted, net of those exercised without a capital increase having occurred.

Acquisition conditions

Beneficiaries are required to execute an adhesion agreement with the Company under which we grant options to them to acquire shares within a predefined period and at a predetermined price, provided all the terms and conditions set forth in the plan and respective programs are met.

The granting of options may be free of charge, as the Board of Directors may establish.

Detailed criteria for definition of the strike price

The subscription or purchase price of the shares to be acquired by the participants will correspond to the average closing price of the shares weighted by the trading volume in the forty (40) preceding trading sessions, measured on the fifth (5th) business day prior to the grant date. The price will be adjusted annually by the variation of the BroadNational Consumer Price Index - IPCA, published by IBGE, plus 6.5% p.a. (six and a half percent per year) from the date the relevant Participant signs the Adhesion Agreement until the exercise date

The strike price will be established by the Board of Directors in each program to be approved, and will be monetarily adjusted as indicated thereunder.

Criteria for definition of the exercise period

As a rule, the options granted must comply with maturity terms to be established by the Board of Directors in each program related to the plan herein, always observing proportionality in the definition of such term in line with the objective of retaining the beneficiaries.

Once the options are mature, they may be exercised within one hundred and twenty (120) days from the date on which all options granted to that beneficiary under each program have met the applicable maturity deadline.

Form of option settlement

Options will be settled upon delivery of shares by the Company to the beneficiaries,

and the Company may choose depending on the capital reserve balance it has, between:

(i) deliverwill deliver to a beneficiary only the number of shares corresponding to the difference between the settlement price (explained below) and the strike price, multiplied by the total number of options exercised by said beneficiary.

The settlement price corresponds to the average price of Company's shares weighted by volume in the five (5) business days following the formalization of the exercise by each beneficiary.

Thus, there will be no disbursement of funds by the beneficiary for the subscription or purchase of shares, as the case may be.

(ii) request payment of the strike price within a certain period, in which case the participant will receive the total number of shares corresponding to the options exercised.

Criteria and events that, when verified, will cause the suspension, change, or termination of the plan

The Shareholders' Meeting will be responsible for changing, suspending, or terminating the plan. The causes that may lead to change or termination of the plan, also in relation to programs already instituted, include the occurrence of factors causing a serious change in the economic scenario and that reasonably jeopardize Company's financial position. Any such change or termination, however, will not modify or impair any rights or obligations under any existing individual beneficiary agreement without your consent.

Justifying the proposed plan, explaining:

The plan's main purposes

The purposes of the plan are: (a) encouraging an improved management of Company and of companies under Company's direct or indirect control, granting beneficiaries the possibility of becoming shareholders of the Company, thus encouraging them to work to optimize all aspects that may enhance the Company and the achievement of

Company's purposes; (b) attracting, motivating, and retaining officers and employees at Company's and Company subsidiaries; and (c) increasing Company's attractiveness.

How the plan contributes to these objectives

The plan contributes to the permanence of the beneficiary in the Company or

Company's subsidiary for a certain period of time, so that the Company or Company's subsidiary can count on the presence of employees and/or managers considered important and differential for the achievement of better results. In addition, the number of shares they will receive is directly related to Company's market value appreciation, aligning the interests of the officers and employees benefited with those of the shareholders. Once becoming shareholders, beneficiaries will be entitled to the good results eventually achieved by the Company.

How the plan fits into the company's remuneration policy

The Plan is part of the Company's medium and long-term incentive compensation policy.

How the plan aligns the interests of beneficiaries and company's in the short, medium and long term

In the short term, the Company will benefit from the link created with employee and/or administrator. In the medium and long term, the plan generates a focus on improvingthe Company's results, contributing to the development of its activities.

4. Estimating company's expenses arising from the plan, in accordance with the accounting rules addressing this matter

Under the terms of the First Program approved by the Board of Directors on February 11, 2021 and considering the minimum level of 30% (thirty percent) of the options that may be granted, the Company's projected expenses are approximately R$ 21,303,465.66 (twenty-one million, three hundred and three thousand, four hundred and sixty-five Reais and sixty-six cents). This amount, however, may be increased according to the adhesion of the participants contemplated by the First Program.

The Company's expenses resulting from the Plan will be measured after the approval of the first program by the Board of Directors, when the necessary information will be available for the estimated value (such as the amount to be granted, beneficiaries, exercise price and other rules).

Annex V - Company's Stock Option or Common Shares Subscription

(originally approved at the ESM held on August 2, 2016)

STOCK OPTION OR SHARE SUBSCRIPTION PROGRAM

1. DEFINITIONS

For the purpose of this Program, the following definitions will apply:

a) "Shares" - means the total shares of Company's capital stock existing on the present date;

b) "Company" - means Eneva S.A.;
c) "Option Exercise" - means the effective subscription or purchase of the Shares related to the options previously granted to the Participants, under the terms of the Plan and respective Plans;

d) "Option" - means the possibility of subscription or purchase, by the Participants, of

Company's Shares at the price and conditions set forth in the Plan, if all terms and conditions of this Program are met;

e) "Participant" - means Company's officers and employees, as defined by Company's Board of Directors, eligible to participate in the Plan, under the conditions of this Program;

f) "Plan" - means the Company's Stock Option or Share Subscription Plan that, based on the Program, is approved by the Company's Board of Directors, for a certain term of the Program;

g) "Controlling Power" - means a shareholder or group of shareholders holding 50% (fifty percent) plus one share of Company's capital stock, or, alternatively, the power that a shareholder or group of shareholders holds to direct the corporate activities and effectively guide the operation of the Company's bodies, directly or indirectly, de facto or de jure, regardless of equity interest held, upon a relative presumption of controlling ownership in relation to a shareholder or

group of shareholders holding an interest that ensure them an absolute majority of the votes of shareholders present at the last three (3) Shareholders' Meetings of the Company, even if they are not the owners of the shares ensuring them an absolute majority of the voting capital.

h) "Maturity Period" - the period from the date the Options are granted and the date as of which the Options may be exercised, within which the Options may not be exercised;

i) "Maximum Term for Exercising the Options" - this is the maximum term (time limit) for exercising Mature Options, under penalty of forfeiture of this right;

j) "Strike Price" - the amount to be set forth under the Plan for the subscription or purchase of Shares resulting from the exercise of Options, as applicable;

k) "Program" - this Stock Option Program of Eneva S.A.;

2. CONCEPT

2.1. This Program determines the general guidelines to be considered by Company's Management for granting Stock Options to purchase or subscribe Shares issued by Eneva S.A. to a Plan Participant.

2.2. Company's Board of Directors may establish Plans for a fixed term, and may also determine the maximum limit of Options to be granted under such Plan.

2.3. Participants must sign an Adhesion Agreement with Company whereby Options will be granted to Participants so that they may acquire, within a term and at a price previously established, Shares, if all terms and conditions set forth in this Program are met.

3. PURPOSES

3.1. The purposes of the Program are the following:

a) stimulating the management improvement of at Company and companies under Company's direct or indirect control, granting the Participants the possibility of being Company's

shareholders, thus encouraging them to work on the optimization of all aspects that may enhance the Company and the achievement of its purposes;

b) attracting, motivating, and retaining officers and employees in Company's staff; and
c) increasing Company's attractiveness.

4. MANAGEMENT

4.1. This Program will be managed by Company's Board of Directors, which will have the authority to:

(i) determine the members of the Board of Directors, officers and employees of the Company eligible as Participants of the Plan;

(ii) approve the final version of the Adhesion Agreement to be executed with each Participant ("Adhesion Agreement"), the standard draft of which is Annex 4.1(ii) to this Plan;

(iii) assess each Participant's compliance with the targets;
(iv) inform the number of Stock Options to be granted annually to each Participant;
(v) approve any type of additional right to be granted to each Participant for exercising their

Options; and

(vi) decide on any cases omitted in the Plan's regulation.

4.2. Each year of the Program term, a new Plan may be created by the Board of Directors, which, if implemented, will be structured based on the criteria defined in this Program. The

Board of Directors will decide on the opportunity and convenience of implementing or not these Plans in each year of the Program. The Plans will establish, at least:

(i) its period of validity;

(ii) the maximum limit of Options that may be granted under such Plan; and

(iii) to resolve on any adjustments to the Plan already approved.

4.2.1. Within the scope of the Plans, the Board of Directors will be responsible for resolving on:

(i) the appointment of the Participants under each Plan;
(ii) the determination of the number of Options to be granted;
(iii) the determination of the Strike Prices; and
(iv) establishing other conditions for acquisition of the right to exercise the Options.

5. PARTICIPANTS

5.1. Company's officers and employees are eligible as Participants.
5.2. To become a Program Participant, officers and eligible employees will be formally appointed by the Board of Directors under the terms defined in this Program. Additionally, as an essential condition for their appointment to be considered valid and binding, the Adhesion

Agreement must be signed, expressly adhering to the Plan prepared in light of this Programand stating that they are aware of all its terms and conditions, including any restrictions thereunder.

5.3. Observed the authorized capital stock and Program limits, new Participants can be included in Plans already approved and still in force only up to the end of the year in which the

Plan is approved.

5.4. Given that different Plans may coexist, simultaneous participation of the same Participant in different Plans will also be permitted.

6. TOTAL LIMIT ON THE NUMBER OF SHARES AVAILABLE FOR THE PROGRAM

6.1. The total number of Shares allocated to the Program may not exceed the maximum limit of 4% (four percent) of the total number of Shares issued by the Company.

6.1.1. For purposes of this limit, the sum of Options issued will be considered, net of those cancelled and those exercised without any increase in company's capital.

7. TYPE OF SHARES AND RIGHTS CONFERRED UPON IT

7.1. For the purposes of this Program, book-entry common shares will be delivered and/or issued, when necessary, within the limits of the authorized capital and according to the available funds provided for in each Plan, which will ensure the same rights provided for the other common shares issued by Company and already outstanding.

8. PREEMPTIVE RIGHTS IN CAPITAL INCREASES

8.1. Pursuant to art. 171, paragraph 3, of Law 6.404/76, there will be no preemptive rights in the granting and exercise of Options, either in relation to the current shareholders or in relation to those who acquire this capacity under this Program and the relevant Plans.

9. OPTION MATURITY TERM

9.1. The Options granted under this Program will mature, i.e., may be exercised, according to the terms set forth in the Plan, and must always observe a proportionality when defining the term, in order to meet the purpose of retaining the Participants.

9.2. Participants must notify the Company of their intention to exercise Mature Options; however, the actual exercise of the Options will be subject to the procedures described in item 13 of this Program, applicable both to situations involving a capital increase with issuance of Shares and the delivery by Company of Shares held in treasury, as applicable.

10. MAXIMUM TERM FOR EXERCISING THE OPTIONS

10.1. Maximum Term for Exercising the Options is the time limit for exercising Mature Options under penalty of forfeiture of such right. Said term is one hundred and twenty (120) days of the last effective Maturity Period of Options granted under the Plan.

10.2. Change of the Maximum Term for Exercising the Options - The Maximum Term for Exercising the Options may be changed pursuant to item 16 below.

11. SHARE VALUE AND SUBSCRIPTION OR PURCHASE PRICE OF SHARES

11.1. Share Value - The Share Value will be defined by the Board of Directors at the time the Plan is granted.

11.2. Strike Price - This is the amount established by the Board of Directors at the time of the Exercise of Options, for subscription or purchase of Shares.

11.3. Updated Strike Price - The Strike Price will be adjusted monetarily in the manner indicated in the Plan.

11.4. The Striking Price will not necessarily be the same for all Participants of the Plan.

11.5. Without prejudice to the above, specifically with regard to Company's "Fourth Stock Option or Share Subscription Plan" approved at a meeting of Company's Board of Directors held on January 10, 2020, the Strike Price of the Shares to be acquired by the Participants will be equivalent to the average quotation, weighted by the volume, of Company shares (ENEV3) in December 2019, with a discount of 25% (twenty-five percent) applied, and will be adjusted annually by the variation of the Broad National Consumer Price Index - IPCA, published by the

IBGE, plus 3% (three percent) since the date of execution of the Adhesion Agreement by each Participant.

11.5.1. Also under Company's "Fourth Stock Option or Share Subscription Plan", each

Participant may opt for a twenty percent (20%) discount on the Strike Price if they agree to encumbering the Shares in such a way they cannot be sold for a period of twelve (12) months counted from the exercise of the Option.

12. OPTION EXERCISE

12.1. Provided that the requirements and conditions set forth in this Program and respective

Plans are met, once the Options Maturity Term is reached, the Participant will be entitled to exercise these Options, i.e., subscribe new Shares or purchase Company's Shares held in

treasury, which have been issued or acquired as a result of this Program and concerned Plans.

12.1.1. The Participants may, at their sole discretion, postpone this exercise to the time they deem most appropriate, provided that the Maximum Term for Exercising the Options described in the concerned Plan is observed.

12.3. The right to exercise an Option eventually not exercised within the periods and under the conditions set forth in the Plan will forfeit if the Participant being entitled to any indemnity.

12.4. No Shares will be delivered to the Participant as a result of the exercise of the Option unless all legal and regulatory requirements have been fully complied with.

13. FORMAL PROCEDURES FOR THE EXERCISE OF OPTIONS

13.1. Notice to the Company - Participants willing to exercise their Options will notify the Company in writing of their intention, according to the Stock Option Exercise Agreement to be disclosed by the Board of Directors and to be attached to each approved Plan.

13.2. The Issuance of Shares - Once the Company is notified, when the actual Exercise of the Options depends on the issuance of new Shares, such exercise will only take place at the meetings of the Board of Directors in which Company's capital increase is resolved upon the issuance of Shares to be then delivered to the Participants.

13.3. Payment of Subscribed Shares - The subscription or purchase of Shares under the Program will be made in the form provided in the Plan.

13.4. Suspension of Exercise Rights - The Company may determine the suspension of the right to Exercise Options, whenever situations occur which, under the terms of the legislation in force, restrict or prevent the trading of shares by Company's employees and officers.

14. SALE OF SHARES

14.1. The Shares acquired or subscribed under this Program may be freely disposed of by Participants, pursuant to applicable law, unless otherwise provided for in the respective Plans, which may establish an applicable lock-up period for such Shares, during which the Participant may not sell, transfer, or otherwise dispose of them.

15. RESTRICTIONS ON THE TRANSFER OF OPTIONS

15.1. Options are personal and nontransferable, except in the event of succession due to Participant's death, but only with respect to Mature Options. In this case (death of theParticipant), the Options may be exercised by the heirs or successors on the terms set forth in each Plan, subject to the general terms of this Program.

16. CONSEQUENCES OF WITHDRAWAL OF PARTICIPANTS

16.1. The cases of withdrawal of Participants will be treated specifically in each Plan granted, taking into account the form of withdrawal of the Participant from the Company.

17. CHANGE IN SHAREHOLDING CONTROL

17.1. In the event of a direct or indirect change of control of the Company, the Programs and Plans already established will be observed, and the Board of Directors may decide, when establishing the Plan, the immediate conversion of Non-Mature Options into Mature Options in the event of a change in Company's control.

17.2. If shareholders receive offers from third parties to acquire shares representing Company's Controlling Interest and intend to sell them, the selling shareholders may require the Participants to sell their Shares as a whole, so that all Participants will be required to sell all their Shares, subject to the same conditions, terms, and amounts proposed to the selling shareholder.

18. MERGER, SPIN-OFF, INCORPORATION, TRANSFORMATION OF THE COMPANY AND INCORPORATION OF SHARES

18.1. In the event of consolidation, spin-off, with or without extinction of the spun-off entity, merger or transformation of the Company, as well as in the event of merger of shares, the Programs and Plans already established will be observed (to the extent permitted by law), making the necessary adjustments in the number of Options, also observing the exchange ratios used for the purposes of the transactions above. The Board of Directors may resolve, when the Plan is instituted, to anticipate the exercise of Mature Options in the event of consolidation, spin-off, merger, or transformation of Company.

19. CHANGE IN THE NUMBER, TYPE AND CLASS OF SHARES

19.1. In cases of change in the number, type, and class of Company's shares resulting of a share grouping, split, or bonuses, as well as in cases of conversion of shares of one type or class into another, or conversion into shares of other securities issued by the Company, the necessary adjustments must be made to the Plans already implemented, notably in relation to the number of Options and the type or class of Shares to which the Options refer, in order to avoid distortions and losses to the Company or the Participants.

20. AMENDMENT, SUSPENSION, AND TERMINATION OF THE PLAN AND CONCERNED PLANS

20.1. The Shareholders' Meeting will approve and, therefore, change, suspend, or terminate the Program, as well as reform the articles to define the Board of Directors' authority to resolve on the issuances and the conditions under which these issuances may take place (art. 122 combined with art. 135 of Law 6.404/76).

20.2. Any amendment to the Program proposed by the Board of Directors will be submitted to the Extraordinary Shareholders' Meeting for approval.

20.3. The causes that may lead to change or termination of the Program, also in relation to Plans already established and Options already granted but not yet exercised, include the occurrence of factors that cause a serious change in the economic scenario and that reasonably compromised the Company's financial situation.

21. SPECIFIC PERFORMANCE

21.1. The Company and the Participants will be entitled to judicially enforce the specific performance of the obligations assumed by the other party under this Program, pursuant to article 784, II of the Code of Civil Procedure.

22. INTERPRETATION

22.1. Any and all Options granted under any Option Plan will be subject to the terms and conditions set forth in this Program. In the event of a conflict between the Option Plan and this Program, the provisions of the Program contained herein will prevail.

Annex VI-

Information contained in Annex 13 to Instruction 481/09

1. Providing a copy of the proposed plan

A copy of the Program is attached in0above.

Informing the main features of the proposed plan, identifying:a.

Potential beneficiaries

The Program hereby proposed defines as "Participant" any officers and employees of the Company, as defined by the Company's Board of Directors, eligible to participate in the plan, under the conditions of this Program.

Maximum number of options to be granted

In accordance with the proposed Program, the Board of Directors will decide on the opportunity and convenience of implementing option plans with fixed terms, which will define the maximum amount of options to be granted under the respective plan, observed the limits determined in the proposed Program.

Maximum number of shares covered by the plan

Company's management proposes that the maximum limit of Shares allocated to the Program be 4% (four percent) of the total Shares issued by Company.

Also with regard to this item, the Management proposes that, for purposes of said limit, the sum of Options issued, net of those cancelled and those exercised without any increase in the Company's capital, be considered.

Acquisition conditions

The New current Program provides for the authority of the Board of Directors to approve periodic option plans, and manage the Program and the relevant option plans, noting that the members of the Board of Directors may only be appointed and become participants upon a resolution of the Shareholders' Meeting of shareholders.

Detailed strike price criteria

The strike price will be set by the Board of Directors, as well as the respective applicablemonetary restatement.

Notwithstanding, specifically with regard to Company's "Fourth Stock Option Plan" approved at a meeting of Company's Board of Directors held on January 10, 2020, the Strike Price of the Shares to be acquired by the Participants will be equivalent to the average quotation, weighted by the volume, of Company shares (ENEV3) in December 2019, with a discount of 25% (twenty-five percent) applied, and will be adjusted annually by the variation of the Broad National Consumer Price Index - IPCA, published by the IBGE, plus 3% (three percent) since the date of execution of the Adhesion Agreement by each Participant.

Also under the Company's "Fourth Stock Option or Share Subscription Plan", each Participant may opt for a discount of twenty percent (20%) on the Strike Price if they agree to encumbering the Shares in such a way that they cannot be disposed of for a period of twelve (12) months counted from the exercise of the Option.

Criteria for fixing the exercise term

Given that the purpose of the Program is to establish the general guidelines to be considered for the granting of Options, the Management proposes that the Maturity Term of Options, as well as the Maximum Exercise Period of Options be determined under the Agreements, provided that:

(i) They meet the proportionality in defining such term, in order to achieve the objective of retaining the Participants; and

(ii) the Maximum Exercise Period of the Options will not exceed one hundred and twenty (120) days counted from the last effective maturity period of Options granted under the Plan

Form of option settlement

Upon exercise of the Options, Participants will be entitled to subscribe new Shares or to acquire Shares held in treasury by the Company.

Criteria and events that, if verified, will cause the suspension, change, or termination of the plan

The Shareholders' Meeting will be responsible for approving and, therefore, changing, suspending or terminating the Program, as well as reforming the articles to define the authority of the Board of Directors to resolve on the issuance and conditions under which such issuances may be made (art. 122 combined with art. 135 of Law 6.404/76).

Justifying the proposed plan, explaining:a.

The main purposes of the plan

The purpose of the Program is to encourage its Managers and key employees and collaborators to successfully conduct the Company's business, stimulating an entrepreneurial and results-oriented culture, aligning the interests of Company's Management with those of its shareholders. The Program is a key instrument for attracting and retaining employees, representing a significant portion of their benefits package.

How the plan contributes to these purposes

The reduction in the minimum price for subscription or purchase of shares, which also applies to options already granted and not exercised, aims to increase the capacity to attract new employees and retain current ones, especially in view of the increased demand for skilled labor in the markets where the Company operates.

How the plan fits into company's remuneration policy

The Program has the main objective of accelerating the implementation of the strategy and will be an additional compensation for Officers and key employees and collaborators. In addition, the Program contributes to Company's Officers retention strategy.

How the plan aligns the interests of beneficiaries and company's in the short, medium and long term

The grants made based on the Program bring different mechanisms allowing the alignment of interests of officers in different time horizons. Through the Program, we seek to encourage the acceleration of strategy implementation, seeking gains through commitment to long-term results. In addition, the Program aims to enable the Company to engage and retain high-level officers.

4. Estimating company's expenses arising from the plan, in accordance with the accounting rules addressing this matter

Until January 2021, R$ 20,942,807.85 (twenty million, nine hundred and forty-two thousand, eight hundred and seven reais and eighty-five cents) had been appropriated in expenses with the Plan. Based on the options granted, the projection is that R$47,955,646.82 (forty-seven million, nine hundred and fifty-five thousand, six hundred and forty-six reais and eighty-two cents) will still be appropriated in expenses until December 2025. As a result of the options exercised to date, the Company has incurred R$33,389,211.34 (thirty-three million, threehundred and eighty-nine thousand, two hundred and eleven reais and thirty-four cents) of labor charges. Additionally, an expense of R$ 6,069,265.67 (six million, sixty-nine thousand, two hundred and sixty and five reais and sixty-seven cents) is estimated resulting from grants made in 2021.

Considering that the Program consists of a proposal and that it presents only the general terms and conditions, without attributing specific characteristics and/or any benefits applicable to potential Participants and that the calculation of the actual expenses necessarily depends on the number of shares actually granted, Company's Management clarifies that it is not possible, on this date, to predict the estimates of Company's expenses arising from the new Program.

However, as soon as the new Program is approved and granted by the Company's Directors, the expenses arising from the new Program will be timely evaluated and disclosed to the Company's shareholders and the market in general.

Annex VII-

Long-term Incentive Compensation Plan based on shares (Restricted Units)

LONG-TERM INCENTIVE COMPENSATION PLAN BASED ON SHARES (RESTRICTED

UNITS)

1. PLAN'S GOALS

1.1. The goal of the Incentive Plan of Long-Term Remuneration Based on Shares of ENEVA

S.A. ("Company" or "ENEVA"), prepared according to the applicable legislation and regulation of Comissão de Valores Mobiliários ("CVM") ("Plan"), is to provide to the managers and employees of the Company and of its direct or indirect controlled companies (included in the concept of Company for the purposes of this Plan) ("Beneficiaries") the opportunity to become shareholders of the Company and, therefore, to (i) ensure the competitiveness of the levels of total remuneration established by ENEVA; (ii) ensure greater alignment between the

Beneficiaries' interests and shareholders' interests; (iii) maximize the levels of commitment with the generation of sustainable results; as well as (iv) enable the Company to attract and maintain managers and employees.

1.2. The Plan provides the general conditions to the annual granting to the Beneficiaries, by the Company, of units of restricted performance (hereinafter referred to as "Units") that may, by the end of the vesting period and subject to the conditions set forth herein, result in the delivery of common, nominative, book entry and with no par value shares issued by the

Company ("Shares") to the Beneficiaries.

1.3. The Plan shall be divided into Incentive Programs Based on Shares ("Programs"), which will be annually issued by determination of the Board of Directors, according to clause 1.3.1 below.

1.3.1. In the Programs the following conditions, among others, shall be established: (i) Beneficiaries; (ii) quantity of Units subject to the respective Program; (iii) the range of monthly salaries by position level to be considered for the multiple of monthly salaries ("MSM") of Officers, according to clause 4.2 below; and (iv) the number of monthly salaries to be considered for the MSM of Employees, according to clause 4.3 below; and (v) any provisions about sanctions.

2. MANAGEMENT OF THE PLAN

2.1 The Plan and its Programs shall be managed by the Board of Directors, with the assistance of a committee constituted by statutory and non-statutory officers ("Committee") and of the Chief Executive Officer of the Company.

2.1.1. Members of the Committee shall be nominated by the Chief Executive Officer of the Company and the Committee shall approve, on its first meeting, its internal regulation.

2.2. Considering all general conditions of this Plan and guidelines set by the General Meeting of the Company, the Board of Directors shall have powers to:

(i) appoint the Beneficiaries, according to the provisions of clauses 3.2 and 3.3 below;

(ii) approve the final version of the Term of Adhesion to be contracted with each Beneficiary, according to the provisions of clause 3.5;

(iii) approve annual Programs;
(iv) decide about any omission in the Plans' regulation; and
(v) anticipate any vesting periods set forth in this Plan.

2.3. No decision of the Board of Directors, of the Committee or of the Chief Executive Officer of the Company may, except for the adjustments allowed by this Plan: (i) increase the total limit of the Shares that may be transferred to the Beneficiaries pursuant to clause 6.1 of this

Plan; or (ii) change or impair any rights or obligations of any agreement existing individually with the Beneficiary, without their consent.

ELIGIBLE PARTICIPANTS

3.1.

The following shall be susceptible of being considered Beneficiaries:

3.1.1. Statutory and non-statutory officers that have, at least, six (6) months of continuous bond with the Company, counted as of the first election for statutory position or as of their hiring, as applicable ("Officers"); and

3.1.2. Key employees of the Company that hold positions from full analyst to manager that have, at least, two (2) years of continuous bond with the Company; that have individually achieved the specific goal established on the Company's profit sharing plan in relation to the year before each Program; and that show high potential to assume positions of high leadership or of domain of differentiated technical skills and valuable for the Company's business ("Employees").

3.2. The Chief Executive Officer of the Company shall recommend to the Board of Directors the Officers who may become Beneficiaries of the Plan. The Board of Directors, then, shall decide about the Officers that will become Beneficiaries.

3.2.1. The Board of Directors is allowed to reduce the minimum time of continuous bond required to the Officers as per clause 3.1.1, should it deem applicable in specific cases.

3.3. The Committee shall be responsible for deciding about the Employees that shall become Beneficiaries of the Plan, based on recommendations of the Employees' direct managers, notifying the Board of Directors about the names for inclusion in the Program.

3.3.1. On each Program, the Committee may appoint Employees as Beneficiaries until the limit of ten per cent (10%) of the total employees belonging to the levels from full analysts to managers on the date of the respective Program's approval.

3.3.2. The Committee is allowed to reduce the minimum time of continuous bond required to the Employees as per clause 3.1.2, should it deem applicable in specific cases.

3.4. The participation of a Beneficiary in an annual Program does not assure his/her participation on the next Program.

3.5. A private instrument shall be entered into between the Company and the Beneficiary, whereby the Beneficiary shall adhere to the terms and conditions of the Plan and applicable

Program ("Term of Adhesion"), according to the model in Appendix 3.5 to this Plan.

3.5.1. The execution of the Term of Adhesion shall entail the express, irrevocable and irreversible acceptance of all terms and conditions of the Plan and of the applicable

Program by the Beneficiary, which he/she shall be wholly and thoroughly obliged to comply with.

3.6. Beneficiaries are liable to restrictive rules about the use of insider information applicable to publicly-held companies in general and also those established by the Company, specially the Company's Policy for Disclosure of Relevant Act or Fact, Confidentiality and

Negotiation.

3.7. No provision of this Plan, of any Program or of the Term of Adhesion to be executed between the Company and the Beneficiary shall give to any of the Beneficiaries the right to remain in their position until the end of the respective mandate, to remain as an employee of the Company, or shall assure their reelection for the respective position, as well as shall not modify, in any way, Company's right to terminate, at any time, the mandate of the statutory

officer or the employment agreement of the employee.

4. UNITS CONCESSION

4.1. At each annual Program, the Beneficiary shall receive, free of charge, a quantity of Units corresponding to the quotient of the division of a certain multiple of monthly salaries of the Beneficiary by the market quotation of the Shares. For clarification purposes, the determination of the quantity of Units to be granted shall be calculated as follows:

Number of Units = MSM/CMA, where:

"MSM" = Multiple of monthly salaries of the Beneficiary; and

"CMA" = Market quotation of the Shares, considering the average weighted by the volume of the closing price of the Shares in the previous forty (40) trading sessions, to be verified five

(5) business days before the Units' grant date.

4.1.1. The salary to be considered for the MSM purposes shall be the Beneficiary's average salary during the 12 (twelve) months preceding the year of the Program in which he/she shall become Beneficiary, minus the withholding income tax (IRRF).

4.2. The multiple that composes the MSM of the Officer who become Beneficiary shall be calculated meritocratically, based on a range of monthly salaries per position level, to be determined on each annual Program.

4.2.1. The multiple that composes the MSM of the Officers who become Beneficiary shall be equal (i) to the initial point of the granting range in case he/she achieves individually fifty per cent (50%) of the specific goal established on the Company's profit sharing plan in relation to the year before each Program; (ii) to the medium point of the granting range in case he/she achieves a hundred per cent (100%) of the goal; and (iii) to the maximum point of the granting range in case he/she achieves a hundred and fifty per cent (150%) of the goal.

4.2.2. In the event the achievement of the goal is under fifty per cent (50%), the Officer shall not receive Units of the respective Program. Being the minimum percentage of fifty per cent (50%) observed, in case of achievement of the goal between two reference points above indicated, the proportional calculation by linear interpolation shall be made according to numerical example in Appendix 4.2.2 to this Plan.

4.3. The multiple that composes the MSM of the Employees shall be a fixed number of monthly salaries, to be determined in each annual Program.

5. UNITS DEFICIENCY AND SHARES TRANSFER

5.1. Units granted in each Program shall have a vesting period of three (3) years as of the granting date to fulfill the right to receive Shares, in compliance with the terms and conditions of this Plan, particularly in Clause 13.1.2. The vesting period regarding the Units granted in each Program shall be considered terminated at the same moment to all of them.

5.2. At the end of the vesting period and observed the provision in clause 5.3 below, there shall be transferred Shares by the Company to the Beneficiary, without any consideration by the Beneficiary, within ten (10) days after the respective vesting period, proceeding to the appropriate registrations and records.

5.2.1. In view of CVM rules, in case a black-out period is in force regarding the trading of securities of the Company which prevents the transfer of Shares to the Beneficiaries is in force, the term set forth in clause 5.2 shall be extended until the trading is allowed.

5.3. follows:The quantity of Shares to be transferred to the Beneficiaries shall be determined as

5.3.1. For retention purposes, fifty per cent (50%) of Units that have their vesting period terminated shall give right to Shares on 1:1 proportion (rounding any fractional number up).

5.3.2. In relation to the other fifty per cent (50%), it shall be applied a multiplier factor to be calculated according to incremental TSR (total shareholder return) versus the IPCA (National Wide Consumer Price Index) accumulated during the vesting period triennium, as follows:

(i) The calculation of the incremental TSR shall be carried out in a composed manner, according to the following formula:

Incremental TSR = [(1 + TSR obtained on the triennium)^(1/3)] ÷ [(1 + IPCA accumulated on the triennium)^(1/3)] -1

(ii) "TSR of the triennium" = (Price of the Company's Share on the date of termination of the vesting period - Share's price on the granting date of Units + distributed revenues during the period) ÷ price of the Share on the granting date of Units.

(iii) The performance of the TSR versus the IPCA accumulated during the vesting period triennium to be considered shall be equal (i) to IPCA + 3.0% on the initial point; (ii) to IPCA + 6.5% on the medium point; and (iii) to IPCA + 10% on the maximum point. In the event the performance of the TSR versus the IPCA accumulated duringthe vesting period triennium is between two reference points aforementioned, the proportional calculation by linear interpolation shall be made.

(iv) The maximum multiplier factor shall be of 400%.
(v) Numeric example of the calculation above is in Appendix 5.3.2 to this Plan.

5.4. Only after the effective transfer of the Shares by the Company to the Beneficiaries, as set forth in this Plan, Beneficiaries shall have any rights arising out of the property of such Shares, such as vote, dividends and interest over equity.

5.5. No Share shall be delivered to the Beneficiary unless all legal, regulatory and contractual requirements have been fully accomplished.

SHARES INCLUDED IN THE PLAN

6.1. Shares may be awarded in this Plan until the maximum of three per cent (3%) of the total of Company's Shares on the date hereof.

6.2. For the purposes of this Plan, the Company shall use Shares held in treasury department, observed the rules of CVM. In order to ensure that the Company has Shares of its own issuance in treasury sufficient to support the Plan, the Board of Directors may, from the approval of the first Program and at any time during the duration of this Plan, approve

Shares' repurchase programs to comply with the Plan, pursuant to legal and regulatory rules that govern the negotiation with own shares.

7. SHARES' NEGOTIATION BY BENEFITIARIES

7.1. Shares that are transferred to the Beneficiaries shall be free and clear of any charges, being able to be at any time conveyed, observed the trading restrictions provided in legal and regulatory rules applicable and the terms of the Company's policies.

7.1.1. There is not any repurchase obligation, by the Company, of the Shares to the

Beneficiaries and no provision hereof or of the Programs shall be construed in this regard.

DISMISSALS

8.1. In case there is a dismissal of the Beneficiary, for any reason, after the Units' vesting period is terminated and before the effective Shares' transfer, there shall be no effect over the

right of the Beneficiary on receiving the Share he/she would be entitled.

8.2. In case there is a dismissal of the Beneficiary during the vesting period, the following shall be observed:

8.2.1. In the event of dismissal on the initiative of the participant (by the submission of a dismissal request or resignation of his/her position in the Company's

administration) or on the initiative of ENEVA with cause (due to violation of obligations and duties of the administrator or the Beneficiary's dismissal for a reason that would be understood as with cause, according to civil or labor law, as the case may be), the

Units still subject to vesting period shall be permanently lost; and

8.2.2. In the event of dismissal on the initiative of ENEVA without cause, which will also include the case of termination of the employment contract by agreement (art.

484-A CLT), part of the Units, to be calculated in proportion to the vesting period already fulfilled in relation to the totality of Units of each Program, measured in number of whole years elapsed (therefore, 0, 1/3 or 2/3 of each lot of Units of the same Program), shall result in the transfer of Shares, as set forth in clause 5.3.

8.3. In the event that the Beneficiary concurrently has statutory and labor bond with the Company, the rules that govern the labor bond set forth in this Plan shall prevail.

RETIREMENT

9.1. In the event of a Beneficiary's retirement (whether by social security rules in case of

employees, or in accordance with internal rules of the Company in case of statutory officers)

or in the event of dismissal concurrently to the legal retirement during the Units' vesting period,

the following shall be observed:

9.1.1. If the Beneficiary has at least ten (10) continuous years of bond with ENEVA and formally notifies his/her intention of dismissal to the immediate superior at least six (6) months in advance, there shall be an early maturity of all the totality of his/her

Units, resulting in the transfer of Shares at the moment of the Beneficiary's dismissal,

as set forth in clause 5.3; and

9.1.2. If the Beneficiary does not mutually accomplish both requirements above described (10 years bond with ENEVA and a notification at least 6 months in advance) and if he/she leaves the Company, the rule regarding dismissal on the initiative of ENEVA without cause shall be applied, according to clause 8.2.2 above.

10.

DEATH OR PERMANENT INCAPACITY

10.1. In the event of death or permanent incapacity of the Beneficiary, all their Units' vesting period shall be matured earlier, resulting in the transfer of the Company's Shares to his/her heir, in the proportion of 1:1, being the provision of clause 5.3 above not applicable.

11.

INDIVIDUAL INCOME TAX AND SOCIAL CONTRIBUTIONS

11.1. At the moment of the Shares' property transfer, namely, after the termination of the vesting period provided for in this Plan, ENEVA shall pay the withholding tax (IRRF) and social contributions.

12. CORPORATE EVENTS

12.1. If the number of existing Shares issued by the Company is increased or reduced as a result of bonuses on shares, splitting or reverse splitting of shares, appropriate adjustments to the number of Units object of the Programs and Terms of Adhesion shall be implemented, aiming not to impair the Beneficiary's rights, as well as in the Share price on the Units' grant date, a reference for calculating the TSR obtained in the three-year period.

12.1.1. Adjustments as set forth in clause 12.1 above shall be implemented by the Board of Directors.

12.2. In the event of dissolution, transformation, merger, amalgamation, split or reorganization of the Company, in which the Company is not the remaining company or, when being the remaining company, no longer has its shares admitted to trading on stock exchanges, the existing Units, at the Board of Directors' discretion, as the case may be, may:

(i) be transferred to the succeeding company; (ii) have its vesting period early matured; or (iii) be stored and settled in cash.

13. TERM OF VALIDITY OF THE PLAN

13.1. The Plan shall come into force by the approval of the General Meeting of the Company and it shall be authorized the granting of Units annually, for a four (4) year period, always on the first April's business day of each year.

13.1.1. Considering the provision above, the Board of Directors shall establish the issuance of annual Programs that shall support each granting of Units before the first

April's business day of each year.

13.1.2. The vesting period of the Units to be granted on July 13, 2018 shall be calculated as of the first business day of April 2018.

13.2. The Plan shall remain in force until the date of all Shares' transfer as a result of the termination of the vesting period of the Units granted.

13.3. This Plan's granting in a given year does not impose to the Company any obligation to provide this incentive, or in any other in similar form, in future years, being reserved to theCompany the prerogative of analyzing and deciding about any concession of similar incentives in coming years.

14. HYPOTESIS OF AMENDMENT OR TERMINATION OF THE PLAN

14.1. The General Meeting of the Company shall be exclusively entitled to modify or terminate the Plan, even in the event of legal modification on the regulation of joint-stock companies, publicly-held companies, labor and/or fiscal legislation that affects the Plan.

14.2. If the Plan terminates before the end of its period of validity set forth in clause 13.2, Programs that were already approved shall remain in force in relation to the respective Beneficiaries until their full settlement as provided therein.

15. GENERAL PROVISIONS

15.1. Subject to the provisions of clause 14 above, the obligations contemplated in the Plan, in Programs and in Terms of Adhesion are irrevocably assumed, being valid as an extrajudicial executive title according to civil procedural law, and all contractual parties and their successors shall be obligated in any capacity and at any time. The parties establish that such obligations have specific execution, according to the Code of Civil Procedure.

15.2. Rights and obligations arising from this Plan, Programs and Terms of Adhesion are personal and non-transferable and shall not be assigned or transferred, in whole or in part, by any of the parties, nor given as guarantee of obligations, without prior written consent of the other party, except as expressly provided for in this Plan.

15.3. All and any granted Unit according to any Program shall be subject to terms and conditions set forth in this Plan. In the event of conflict between the Program and this Plan, the provisions of the Plan contained herein shall prevail.

15.4. It is expressly agreed that it shall not configure novation the abstention of any party on the exercise of any right, power, resort or ability assured by law, by this Plan, by Programs or Terms of Adhesion, nor any tolerance of delay in performing any obligation by any of the parties, which shall not prevent the other party, at its own discretion, to exercise, at any time, these rights, powers, resorts or abilities, which are cumulative and non-exclusive of those provided by law.

15.5. It is hereby elected the courts of the City of Rio de Janeiro, State of Rio de Janeiro, excluding any other however privileged, to resolve any disputes that may arise with respect to the Plan, the Programs and/or the Terms of Adhesion.

APPENDIX 3.5 TO THE LONG-TERM INCENTIVE COMPENSATION PLAN BASED ON

SHARES (RESTRICTED UNITS)

TERM OF ADHESION TO THE LONG TERM INCENTIVE COMPENSATION PLAN BASED ON SHARES AND [-]º PROGRAM OF INCENTIVE COMPENSATION BASED ON SHARES OF ENEVA

S.A.

By the present instrument, [beneficiary's name and qualification] ("Beneficiary"),

Whereas:

(i) On [=], ENEVA S.A.'s ("Company") Extraordinary Shareholders' Meeting approved the Incentive Plan of Long-Term Remuneration Based on Company's Shares ("Plan");
(ii) On [--], the Company's Board of Directors issued the [--]th Program of Incentive
Compensation Based on Shares ("Program");
(iii) The Beneficiary, in the capacity of [Officer/Employee], has been chosen to participate in the Program; and
(iv) The Beneficiary is interested, voluntarily, in participating in the Plan and in the Program,

Hereby decides to execute the Term of Adhesion to the Plan and the Program ("Term"), in the form below:

Terms used in this Term that are not herein defined have the same meaning that were assigned to them at the Plan.

2. The Beneficiary declares, for any purposes, that is aware and according to all terms, clauses, conditions and rules of the Plan and the Program, adhering, therefore, irrevocably, to their respective full contents, binding himself/herself to faithfully respect and comply, in the capacity of [Officer/Employee], assuming all rights and obligations arising therefrom, and subjecting to the penalties where and if applicable.

The Beneficiary has read and understood the Plan and the Program, representing that he/she has not found any unclear or contradictory clauses and renouncing the benefit contained in art. 113, §1º, IV of the Civil Code, under the terms of §2º of the same article.

4. According to clause 3.6 of the Plan, the Beneficiary represents to have full knowledge of the rules of the Company's Policy for Disclosure of Relevant Act or Fact,
Confidentiality and Negotiation, which copy has received; and expressly assumes personal responsibility for the compliance of the policy's rules, committing to govern his/her actions regarding to the Company according to such rules, also being liable to applicable penalties.
5. According to the Program, [--] Units have been granted to the Beneficiary, with a vesting period of three (3) as of the granting date.
6. It is hereby elected the courts of the City of Rio de Janeiro, State of Rio de Janeiro, excluding any other however privileged, to resolve any disputes that may arise with respect to the Plan, the Program and/or the Term of Adhesion, according to clause 15.5 of the Plan.

And for being so fair and contracted, this Term is signed in two (2) counterparts of same content and form, together with witnesses below.

[Location], [date].

[Signature]

Witnesses:
1.	2.
___________________________________	___________________________________
Name:	Name:
ID:	ID:
CPF:	CPF:
62

APPENDIX 4.2.2 TO THE

LONG-TERM INCENTIVE COMPENSATION PLAN BASED ON SHARES (RESTRICTED

UNITS)

Illustrative Premise: granting range is of 9,5 salaries at the initial point; 12 salaries at the medium point; and 14,5 salaries at the maximum point.

Medium Point Maximum Point

12 salaries

14,5 salaries

•

Hypothesis A: Officer achieved 135% of the goal.

Multiple of the MSM = Y, calculated as follows:

Y = 12 + 0,7 x 2,5

Y = 13,75

•

Hypothesis B: Officer achieved 80% of the goal.

Multiple of the MSM = Y, calculated as follows:

Y = 9,5 + 0,6 x 2,5

Y = 11

APPENDIX 5.3.2 TO THE LONG-TERM INCENTIVE COMPENSATION PLAN BASED ON

SHARES (RESTRICTED UNITS)

Hypothetical case of Employee A:

• Position = manager
• Average salary during the 12 (twelve) months preceding the year of the Program = R$25,000.00
• Multiple that composes the MSM: 3
• Market quotation of the Shares at the time of granting = R$14.00
• Quantity of Units = (3 x 25,000)/14 = 5,357
• 50% of Units shall give right to Shares on 1:1 proportion = 2,679 Shares (retention allotment)
• It remains 2,678 Units
• Market quotation of the Shares at the termination of the vesting period = R$18.46
• IPCA accumulated during the vesting period triennium = 15.2%
• Zero distributed revenues during the period

TSR obtained on the triennium = (18.46 - 14.00)/14.00 = 31.8%

Incremental TSR = [(1 + 31.8%)^(1/3)] ÷ [(1 + 15.2%)^(1/3)] -1 = 4.6%

Calculating the performance allotment:

Chart Performance vs Multiplier

500%

400% 400%

300% 200% 100% 100%

MR 0%

45,8% 0%

10%

12%

14%

16%

PR = IPCA + 4.6% = 9.4%

MR = real multiplier factor

PR = real performance during time

IPCA + 3.0% =	IPCA + 6.5% =	IPCA + 10% =
7.8%	11. 3%	14. 8%

Calculating the linear interpolation of the performance of the TSR of the triennium versus the IPCA (PR):

__9.4% - 7.8%___

11.3% - 7.8%

____MR____ 100% - 0%

MR = 45.8%

Shares resulting from the performance allotment 2,678 x 45.8% = 1,227 Shares

Total result from the program to the employee = retention allotment + performance allotment = 2,679 +

1,227 = 3,905 units.

Annex VIII-

Information contained in Annex 13 to Instruction 481/09

1. Provide a copy of the proposed plan

A copy of the Plan is attached in Annex VII above.

2. Inform the main features of the proposed plan, identifying:

a. Potential beneficiaries

Company's and company direct and indirect subsidiaries' officers under the articles of incorporation and employees.

b. Maximum number of options to be granted

The Plan does not address the granting of options, but restricted performance units (Units) that may, at the end of the vesting period and subject to the conditions of the Plan, result in the delivery of shares issued by the Company up to the limit set forth in item "c" below. The maximum number of Units to be granted cannot be calculated at this time, since relevant variables for their calculation will be defined in each program to be approved by the Board of Directors, as explained in clause 4 of the Plan.

c. Maximum number of shares covered by the plan

Up to 3% of the total shares in the capital of the Company on this date. If the split proposed in item (i) of this management proposal has not been approved, up to 9,488,205 shares. If the split is approved, in the proportion of 1:4, the limit will be up to 37,952,820 shares.

d. Vesting conditions

At each annual program to be approved by the Board of Directors, the beneficiary will receive, free of charge, a number of Units corresponding to the quotient of the division of a certain multiple of the beneficiary's monthly salary by the market price of the Company's shares.

e. Detailed criteria for setting the strike price

Upon expiration of the Units' vesting period, the Company will transfer the shares to the beneficiary, without any consideration on the part of the beneficiary.

f. Criteria for fixing the exercise term

The Units granted at each annual program to be approved by the Board of Directors will have a lock-up period of three (3) years from the grant date to entitle them to receive shares.

g. Form of option settlement

As a withholding, 50% of the Units that have their lock-up period elapsed will be entitled to shares in the proportion of 1:1 (rounding any fractional number upwards). With respect to the other 50%, a multiplier factor will apply to be ascertained as a function of the incremental TSR (total return to shareholders) versus the IPCA (extended consumer price index) obtained in the three-year grace period, as described and exemplified in the draft Plan attached hereto.

h. Criteria and events that, when verified, will cause the suspension, change, or termination of the plan

It will be the sole responsibility of Company's Shareholders' Meeting to change or terminate the Plan. If the Plan is terminated before the end of its term, the programs already approved by the Board of Directors will be kept regarding the concerned beneficiaries until the full settlement under the terms thereof.

In the event of Company's dissolution, transformation, consolidation, merger, spin-off, or reorganization, whereby the Company is not the surviving company or, if it is the surviving company, its shares are no longer listed on the stock exchange, the Units in force, at the discretion of the Board of Directors, as the case may be, may: (i) be transferred to the successor company; (ii) have their lock-up period accelerated; or (iii) be held and settled in cash.

If the number of existing shares of the Company is increased or decreased as a result of stock bonus, grouping, or splitting, appropriate adjustments will be made to the number of Units subject to the programs and private instruments to be executed with the beneficiaries, so as not to compromise the rights of the beneficiaries provided therein, as well as in the share price on the Units' grant date, reference for calculating the TSR obtained in three-year period.

3. Justifying the proposed plan by explaining:

a. The main purposes of the plan

The main purposes of the Plan are to grant the officers and employees of the Company and its direct or indirect subsidiaries the opportunity to become shareholders of the Company and, therefore, (i) ensure the competitiveness of the total compensation levels practiced by Company; (ii) ensure greater alignment of the interests of the beneficiaries with those of theshareholders; (iii) maximize the levels of commitment to the generation of sustainable results; as well as (iv) enable the Company to attract and keep managers and employees bound to it.

b. How the plan contributes to these purposes

The Plan establishes the general conditions for the annual grant to the Beneficiaries, by the Company, of restricted performance units ("Units") that may, at the end of the vesting period and subject to the conditions of the Plan, result in the delivery of shares issued by Company to the beneficiaries.

c. How the plan fits into company's compensation policy

The Plan reinforces Company's direction to have competitive compensation that enhances sustainable value creation and promotes the retention of Company's key officers and employees.

d. How the plan aligns the interests of beneficiaries and company's in the short, medium and long term

The criteria for granting Units are related to short-term variables, such as the achievement of specific goals under the annual Profit-Sharing program, and company's long-term performance, as measured by the incremental Total Shareholder Return (TSR) compared to the IPCA over the plan lock-up period.

4. Estimating company's expenses arising from the plan, in accordance with the accounting rules addressing this matter

In view of the fact that, to date, the Company does not plan to grant Units in the current year, the Company's expenses arising from the Plan will be measured from the approval of the first program by the Board of Directors, when the necessary information will be available for the estimate of value (such as quantity to be granted, beneficiaries, and other rules).

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Eneva SA published this content on 24 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 15:48:02 UTC.

Market Closed - Sao Paulo Other stock markets 04:07:00 2024-04-25 pm EDT			5-day change	1st Jan Change
12.66 ^BRL	+1.28%		+3.60%	-6.98%

Apr. 25	Eneva, Petroreconcavo Refute Tie-Up Talks	CI
Apr. 25	Brazil's Eneva, PetroReconcavo say they are not discussing merger	RE

Eneva, Petroreconcavo Refute Tie-Up Talks	Apr. 25	CI
Brazil's Eneva, PetroReconcavo say they are not discussing merger	Apr. 24	RE
Partners Alpha Investments LLC acquired additional 5.06% stake in Eneva S.A..	Apr. 17	CI
Transcript : Eneva S.A., Q4 2023 Earnings Call, Mar 15, 2024	Mar. 15
Eneva S.A. Reports Earnings Results for the Full Year Ended December 31, 2023	Mar. 13	CI
Eneva S.A.(BOVESPA:ENEV3) dropped from Brazil IBRX 50 Index	Dec. 28	CI
Eneva Offers Merger with Vibra Energia	Nov. 29	CI
Eneva S.A. cancelled the acquisition of 50% stake in Vibra Energia S.A. from Ronaldo Cezar Coelho and others in a merger of equals transaction.	Nov. 28	CI
BRAZIL FUEL RETAILER VIBRA SAYS IT RECEIVED MERGER PROPOSAL FROM…	Nov. 27	RE
Brazil's Eneva proposes merger with Vibra to create energy giant	Nov. 26	RE
Eneva S.A. made a non-binding proposal to acquire 50% stake in Vibra Energia S.A. from Ronaldo Cezar Coelho and others in a merger of equals transaction.	Nov. 26	CI
Power consumption in Brazil exceeds record 100 GW amid heatwave	Nov. 14	RE
Transcript : Eneva S.A., Q3 2023 Earnings Call, Nov 14, 2023	Nov. 14
Eneva S.A. Reports Earnings Results for the Third Quarter and Nine Months Ended September 30, 2023	Nov. 13	CI
Vallourec S.A. (ENXTPA:VK) agreed to acquire an unknown stake in 837-MWp Futura I Solar Complex from Eneva S.A..	23-10-22	CI
Transcript : Eneva S.A., Q2 2023 Earnings Call, Aug 11, 2023	23-08-11
Eneva S.A. Reports Earnings Results for the Second Quarter and Six Months Ended June 30, 2023	23-08-10	CI
Brazil's Eneva interested in partnership with Petrobras on Bahia Terra cluster	23-08-01	RE
Hold-Brazil's Petrobras to no longer sell Bahia-Terra cluster, CEO says	23-07-19	RE
ItaÃº Unibanco Holding S.A. (BOVESPA : ITUB4) agreed to acquire a 15.02% stake in Eneva Participacoes III S.A. from Eneva S.A. (BOVESPA : ENEV3) for BRL 1 billion.	23-06-22	CI
Brazil's Itau buys minority stake in Eneva's Parnaiba complex	23-06-21	RE
Eneva Scouting Partner for Renewables Platform	23-06-13	CI
Eneva S.A. Reports Earnings Results for the First Quarter Ended March 31, 2023	23-05-16	CI
Transcript : Eneva S.A., Q1 2023 Earnings Call, May 16, 2023	23-05-16
Eneva S.A.(BOVESPA:ENEV3) added to Brazil IBRX 50 Index	23-05-01	CI

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