Eneva S A : Minutes of the Board of Directors´ Meeting- 06/15/2022

ENEVA S.A.

CNPJ/ME nº 04.423.567/0001-21

NIRE 33.3.0028402-8

Publicly-held Company

MINUTES OF THE BOARD OF DIRECTORS MEETING

HELD ON JUNE 15, 2022

1. DATE, TIME AND PLACE: On June 15, 2022, at 10:00 a.m., at the headquarters of Eneva S.A. ("Company"), located at Praia de Botafogo, 501, block I, 4th and 6th floors, Botafogo, CEP 22250-040, in the city and state of Rio de Janeiro.
2. CALL AND ATTENDANCE: Previous notice was waived in accordance with the Company's Bylaws, due to the attendance, in accordance with article 14, paragraph
3. of the Company's Bylaws, of all the members of the Board of Directors: Jerson Kelman, Henri Philippe Reichstul, Renato Antônio Secondo Mazzola, Marcelo Pereira Lopes de Medeiros, Guilherme Bottura, Felipe Gottlieb and Elena Landau.

1. BOARD: After the presence and availability of the Board members had been verified, Mr. Jerson Kelman took the Chair of the Board and designated Mr. Thiago Freitas to act as Secretary. Before starting the discussion of the matters on the agenda, the Chairman asked the members present about any conflicts of interest regarding the matters to be deliberated, and board members Renato Antônio Secondo Mazzola and Felipe Gottlieb stated their position of conflict of interest and therefore did not participate in the discussion and deliberation on items 5.1.7 and 5.4 below.
2. AGENDA: to resolve on: (i) the public offering of nominative, book-entry common shares issued by the Company, all free and clear of any liens or encumbrances ("Shares"), to be held in the Federative Republic of Brazil ("Brazil"), in the non-organizedover-the-counter market, with restricted placement efforts pursuant to the terms of the Brazilian Securities Commission (Comissão de Valores Mobiliários or "CVM") Instruction No. 476, of January 9, 2009, as amended ("CVM Instruction 476"), and with placement efforts abroad, by means of transactions exempt from registration under the U.S. Securities Act of 1933, as amended ("Securities Act" and "Restricted Offering", respectively); (ii) the exclusion of the preemptive right of the Company's current shareholders in the subscription of the Shares to be issued within the scope of the Restricted

Offering, pursuant to article 172, item I, of Law no. 6.404, of December 15, 1976, as amended ("Corporation Law"), and of item "IV" of the sole paragraph of article 6 of the Company's Bylaws; (iii) the granting of priority rights to the Company's shareholders, for the subscription of up to the totality of the Shares to be issued in the Restricted Offering, according to procedures, terms and conditions to be disclosed by the Company by means of a material fact, to be published by the Company in due course; (iv) the approval in order that, after the allocation of the Priority Offering and within the scope of the Institutional Offering, BTG Pactual shall have the right to subscribe up to 46,153,846 (forty-six million, one hundred and fifty-three thousand, eight hundred and forty-six) Restricted Offering Shares that may remain, at the Price per Share defined in the Bookbuilding Procedure, within the scope of the Institutional Offering; (v) the authorization to the Company's officers to take all actions necessary to carry out the resolutions approved herein, including, but not limited to: (a) negotiate and execute all documents, including, but not limited to, the Placement Agreement (as defined below) and the International Placement Facilitation Agreement (as defined below); (b) represent the Company before any public or private entities; and (c) engage service providers within the scope of the Restricted Offering, including, but not limited to, the Placement Agents (Coordenadores da Oferta) (as defined below), the International Placement Agents (as defined below), B3 S.A. - Brasil, Bolsa, Balcão ("B3"), the independent auditors and the legal advisors; and (vi) the ratification of all acts already practiced by the officers related to the Restricted Offering and its implementation.

5. DELIBERATIONS: After presentation and discussions about the subjects on the agenda, the members of the Board of Directors resolved as follows:

5.1. To approve, by unanimity of those present, except in relation to the matter resolved in item 5.1.7 below, which was approved by unanimity of the votes cast, and without any reservations, the execution of the Restricted Offering, which will have the following main characteristics and conditions:

5.1.1. The Restricted Offering will consist of the primary public distribution of 300,000,000 (three hundred million) new Shares issued by the Company, with restricted placement efforts, to be held in Brazil, in the non-organizedover-the-counter market, under the coordination of Banco BTG Pactual S.A. ("Lead Coordinator"or " BTG Pactual"), Bank of America Merrill Lynch Banco Múltiplo S.A. ("Bank of America"), Banco Itaú BBA

S.A. ("Itaú BBA"), Banco Bradesco BBI S.A. ("Bradesco BBI"), Citigroup

Global Markets Brasil, Corretora de Câmbio, Títulos e Valores Mobiliários S.A. ("Citi"), Banco J.P. Morgan S.A. ("J.P. Morgan"), UBS Brasil Corretora de Câmbio, Títulos e Valores Mobiliários S.A. ("UBS BB") e Banco Santander (Brasil) S.A. ("Santanderand, together with the Lead Coordinator, Bank of America, Itaú BBA, Bradesco BBI, J.P. Morgan, Citi and UBS BB, "Placement Agents"), in accordance with the procedures of CVM Instruction 476 and other applicable regulations, pursuant to the " Contrato de Coordenação, Colocação e Garantia Firme de Liquidação da Oferta Pública Primária com Esforços Restritos de Distribuição de Ações Ordinárias de Emissão da Eneva S.A.", to be entered into by the Company and the Placement Agents ("Placement Agreement").

5.1.2. Simultaneously, within the scope of the Restricted Offering, efforts will be made for the placement of the Shares abroad by BTG US Capital LLC, BofA Securities, Inc., Itau BBA USA Securities, Inc., Bradesco Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, UBS Securities, LLC and Santander Investment Securities, Inc. (jointly, "International Placement Agents"): (i) in the United States of America, exclusively for persons reasonably deemed to be qualified institutional buyers resident and domiciled in the United States of America, as defined in Rule 144A, issued by the Securities and Exchange Commission ("SEC") about offerings exempt from registration pursuant to the Securities Act and in other rules issued under the Securities Act; and (ii) in other countries, except the United States of America and Brazil, to investors that are not considered residents or domiciled in the United States of America and are not incorporated under the laws of that country (non- U.S. persons), under the terms of Regulation S, under the Securities Act, and in compliance with the applicable legislation in the country of domicile of each investor (investors belonging to (i) and (ii) above, jointly, "Foreign Investors") and, in any case, who invest in Brazil in conformity with the investment mechanisms regulated by National Monetary Council (Conselho Monetário Nacional) Resolution No. 4.373, of September 29, 2014, and CVM Resolution No. 13, of November 18, 2020, as amended, or Law No. 4,131, of September 3, 1962, as amended, without the need, therefore, to apply for and obtain registration for distribution and placement of the Shares with a capital markets regulatory agency or body of another country, including the SEC. The placement efforts of the Shares with Foreign Investors, exclusively abroad, will be carried out pursuant to the "Placement

Facilitation Agreement," to be entered into between the Company and the International Placement Agents ("International Placement Agreement").

1. The price per Share ("Price per Share") will be set after the conclusion of the procedure for the collection of intentions to invest with professional investors (investidores profissionais), as defined in article 11 of CVM Resolution No. 30, of May 11, 2021, resident and domiciled or headquartered in Brazil ("Local Institutional Investors" and, together with Foreign Investors, "Professional Investors"), to be carried out in Brazil, by the Placement Agents, pursuant to the Placement Agreement, and abroad, with the Foreign Investors, by the International Placement Agents, pursuant to the Placement Facilitation Agreement ("Bookbuilding Procedure"). The Price per Share shall be calculated based on the indications of interest in view of the quality and quantity of the demand (by volume and price) for Shares collected from Professional Investors through the Bookbuilding Procedure, considering the quotation of the shares issued by the Company at B3, and shall be approved by this Board of Directors. The choice of the criterion for establishing the Price per Share is permitted, pursuant to article 170, paragraph 1, item III, of the Corporation Law, to the extent that the market price of the Shares to be distributed will be assessed based on the following parameters (a) the quotation of the common shares issued by the Company at B3; and (b) the indications of interest in view of the quality and quantity of demand (by volume and price) for the Shares, collected from Professional Investors ("Bookbuilding Procedure"), therefore not promoting unjustified dilution of the Company's shareholders .
2. Partial distribution within the scope of the Restricted Offering will not be allowed.
3. The Company intends to fully utilize the net proceeds from the Restricted Offering to acquire 100% (one hundred percent) of the shares representing the capital stock of CELSEPAR - Centrais Elétricas do Sergipe Participações S.A. and CEBARRA - Centrais Elétricas Barra dos Coqueiros S.A., as per the material fact disclosed on May 31, 2022 ("Transaction"). The completion of the Transactionremains subject to compliance with certain conditions precedent and necessary approvals customary in this type of transaction.

1. 1. Without prejudice to the provisions of item 5.1.7 below, the Shares will be placed by the Placement Agents on a firm commitment basis, individually and not jointly, in the proportion and up to the individual firm commitment of the Placement Agents, as indicated in the Placement Agreement ("Firm Commitment"). The Firm Commitment is binding from the moment the Bookbuilding Procedure is concluded, the Price per Share is set and the Placement Agreement is signed.
   2. In addition to the foregoing, BTG Pactual shall (by itself or through any vehicle of its economic group), within the scope of the Restricted Offering, irrevocably and irreversibly, provide a firm commitment of placement of 300,000,000 (three hundred million) Shares at a price of R$13.00 (thirteen Brazilian reais) per Share. The other Coordinators of the Offering will carry out the placement of the Shares on a best efforts basis;

   5.1.7.1. It is noted that the Board members Renato Antônio Secondo Mazzola and Felipe Gottlieb abstained from voting in relation to this matter.

   1. The Shares subscribed for within the scope of the Restricted Offering shall be paid in cash, at the time of subscription, in Brazilian reais.
   2. The other characteristics of the Restricted Offering will be disclosed in the material fact of the Restricted Offering, to be published on this date, pursuant to the applicable legislation.
2. To approve, by unanimity of those present and without any reservations, the exclusion of the preemptive right of the Company's current shareholders in the subscription of the Shares to be issued within the scope of the Restricted Offer, pursuant to article 172, item I of the Brazilian Corporation Law, and item IV of the sole paragraph of article 6 of the Company's Bylaws, provided that such issuance shall comply with the authorized capital limit provided for in the caput of article 6 of the Company's Bylaws.
3. To approve, by unanimity of those present and without any reservations, the granting of priority rights to the Company's shareholders, for the subscription of up to the totality of the Shares to be placed through the Restricted Offering, according