Eneva S A : Minutes of the Board of Directors´ Meeting- 01/03/2022

ENEVA S.A.

Publicly-Held Company

Tax Payer Identification Number CNPJ No. 04.423.567/0001-21

Company Registry No. (NIRE) 33.30028402-8

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS

HELD ON JANUARY 3rd, 2022

1. DATE, TIME and PLACE: Held on January 3rd, 2022, at 10 a.m., at the headquarters of ENEVA S.A. ("Company"), located at the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, No. 501, Block I, 4th and 6th floors, ZIP Code 22250-
2. CALL NOTICE: Call notice was made pursuant to article 14, Paragraph 2 of the Company's bylaws.
3. ATTENDANCE: Attended by all of the acting members of the Board of Directors, pursuant to Article 14, caput, of the Company`s bylaws, as follows: Jerson Kelman, Henri Philippe Reichstul, Renato Antônio Secondo Mazzola, Marcelo Pereira Lopes de Medeiros, Guilherme Bottura, Felipe Gottlieb e Elena Landau.
4. PRESIDING BOARD: Mr. Jerson Kelman, Chairman; e Mr. Thiago Freitas, Secretary.
5. AGENDA: The members of the Company's Board of Directors met to resolve on:
   (i) the conclusion of the Private Instrument of Protocol and Justification of the Merger of Focus Energia Holding Participações S.A. ("Focus") by the Holding, followed by the Merger of Eneva II Participações S.A. by Eneva S.A., to be executed by Focus, Holding and Company's managements ("Protocol and Justification"); (ii) subscription of common shares issued by the subsidiary Eneva II Participações S.A. ("Holding") by Eneva S.A. and payment, in local currency, of R$715,000,000.00 (seven hundred and fifteen million reais), once certain precedent conditions set forth in the Protocol and Justification are implemented; (iii) the management proposal, to be submitted to the general meeting, for ratification of the Protocol and Justification; (iv) the management proposal, to be submitted to the general meeting, for ratification of the appointment and hiring, by the Company, of Berkan Auditores Independentes S/S, a limited liability company headquartered in the City of Blumenau, State of Santa Catarina, at Rua Guarani, No. 63, Garcia, ZIP Code 89021-110, enrolled with the CNPJ under No. 21.449.300/0001-22 ("Berkan" or " Appraiser Company"), to prepare the appraisal report of the net equity of the Holding ("Appraisal Report of the Holding"); (v) the management proposal, to be

submitted to the general meeting, for the approval of the Appraisal Report of the Holding; (vi) the management proposal, to be submitted to the general meeting, for the approval of the merger of the Holding by the Company, whose effectiveness is subordinated to the fulfillment of certain precedent conditions, under the terms and conditions provided for in the Protocol and Justification ("Merger"); (vii) the management proposal, to be submitted to the general meeting, to amend article 5 of the Company's bylaws to contemplate the capital stock increase resulting from the Merger, the effectiveness of which is subordinated to the fulfillment of certain precedent conditions, under the terms and conditions provided for in the Protocol and Justification; (viii) the management proposal, to be submitted to the general meeting, for the authorization to the officers to perform all acts necessary to implement the resolutions related to the matters contained in items "iii" to "vii" above; and (x) authorization for the Company's officers to perform all acts necessary to carry out the above resolutions.

6. RESOLUTIONS: Upon discussing the matters, the members of the Company's

Board of Directors resolved as follows:

1. To approve, by unanimous vote, the conclusion of the Protocol and Justification, which embodies the terms, clauses, and conditions of the Merger, as per the signed instrument filed at the Company's headquarters.
2. To approve, by unanimous vote, the subscription of common shares issued by the controlled company Eneva II Participações S.A. by Eneva S.A. and payment in local currency of R$715,000,000.00 (seven hundred and fifteen million reais), once certain precedent conditions set forth in the Protocol and Justification are implemented.
   6.2.1. Consign that the registered, book-entry common shares without par value to be subscribed by the Company shall be issued by Holding at the issue price established pursuant to article 170, Paragraph 1, item II, of Law 6.404/76, totaling the amount sufficient for the redemption of the preferred shares of Holding in the scope of the operations described in the Protocol and Justification, and of the total issue price, (a) the total amount of R$ 100.00 shall be allocated to the capital increase of Holding, and (b) the remaining amount shall be allocated to the capital reserve account, pursuant to article 182, Paragraph 1, "a", of Law 6.404/76.
3. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, for ratification of the conclusion of the Protocol and Justification, according to the copy that is filed at the Company's headquarters.

1. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, for the ratification of the hiring of the Appraiser Company for the preparation of the Appraisal Report of Holding.
2. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, to approve the Appraisal Report of the Holding, as per copy that is filed at the Company's headquarters.
3. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, to approve the Merger, in the terms foreseen in the Protocol and Justification.
   6.6.1. Consign that, the effectiveness of the Merger will be subordinated to the implementation of precedent certain conditions, in the terms and conditions foreseen in the Protocol and Justification.
4. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, for the amendment of article 5 of the Company's bylaws to contemplate the capital stock increase resulting from the Merger, with the issuance of new common, nominative, book-entry shares with no par value, to be subscribed by the Holding's shareholders and paid up through the transfer of the Holding's net equity to be incorporated by the Company, whose effectiveness will be subordinated to the fulfillment of certain precedent conditions, under the terms and conditions provided for in the Protocol and Justification.
5. To approve, by unanimous vote, the proposal, to be submitted to the general meeting, for the authorization of the managers to practice all the acts necessary to implement the resolutions related to the matters contained in items 6.1 to 6.7 above.
6. To approve, by unanimous vote, the calling of an extraordinary general meeting of the Company to consider and resolve on the matters described in items 6.1 to 6.7 above.
   6.9.1. Consign that, under the terms and deadlines of the applicable laws and regulations, the information and documents related to the general meeting will be timely disclosed to the shareholders.
7. To approve, by unanimous vote, the authorization for the Company's officers to perform all acts necessary to implement and formalize the resolutions approved herein.

7. ADJOURNMENT: There being no further matters to discussed, the meeting was adjourned and these minutes were read and approved by all of the attending members.

(Signature page of the minutes of the ENEVA S.A.`s Board of Directors Meeting held on

January 3rd, 2022)

Rio de Janeiro, January 3rd, 2022.

_______________________

Thiago Freitas

Secretary