ENEVA S.A.

CNPJ/ME no. 04.423.567/0001-21

NIRE no. 33.3.0028402-8 Publicly Listed Company

MINUTES OF THE ORDINARY AND EXTRAORDINARY SHAREHOLDERS'

MEETING HELD ON APRIL 29, 2022

1. DATE, TIME AND VENUE: On April 29, 2022, at 11:00 a.m., at the head office of ENEVA S.A. ("Company"), exclusively digitally, through the "Zoom" platform, in line with the provisions of the sole paragraph of article 121 of Law No. 6404, of December 15, 1976, as amended ("Corporate Law" or "Lei das S.A.") and with Brazilian Securities & Exchange Commission CVM Instruction No. 481, of December 17, 2009, as amended ("ICVM No. 481/2009").

2. CALL NOTICE: Call notice published in the Official Gazette of the State of Rio de Janeiro, on March 29, 30 and 31, 2022 (pages 7, 3 and 6, respectively), and in the newspaper Monitor Mercantil, on March 29, 30 and 31, 2022 (pages 8, 6 and 18, respectively), as provided in article 124, paragraph 1, item II, of the Brazilian Corporate Law.

3. DISCLOSURE: The management report and financial statements, accompanied by the independent auditors' report, for the fiscal year ended December 31, 2021, were published on April 15, 2022 in the newspaper Monitor Mercantil (on pages 9 to 16), pursuant to articles 133 and 289 of the Brazilian Corporate Law.

4. MANAGEMENT PROPOSAL: The management proposal ("Management Proposal"), containing the information and documents necessary for the exercise of voting rights at this Meeting, was made available to shareholders at the Company's head office, as well as on the websites ofthe Company, the Brazilian Securities and Exchange Commission ("CVM") and B3 S.A. - Brasil, Bolsa, Balcão ("B3"), with the advance period required by law and CVM rules.

5. ATTENDANCE: Shareholders representing 1.000.919.194 common shares, corresponding to the percentage of 78,12% of the Company's capital stock, disregarding shares held in treasury, attended the Annual Shareholders' meeting, and shareholders representing 993.309.690 common shares, corresponding to the percentage of 77,53% of the Company's capital stock attended the meeting, disregarding the shares held in treasury, at the Extraordinary shareholders' meeting, as per the attendance recorded in the Book of Attendance of the Company's Shareholders, through the electronic remote voting bulletins sent by theshareholders through the electronic remote voting system, pursuant to article 21-V, II and III of ICVM 481/2009.

Having verified the necessary quorum, the Annual and Extraordinary shareholders' Meeting was declared regularly convened.

Mr. Pedro Zinner and Marcelo Campos Habibe, representatives of the Company's management, were also present to answer any questions and requests for clarification from shareholders, and Mr. Hugo Blezer, representative of KPMG Auditores Independentes, under the terms of article 134, paragraph 1 of the Brazilian Corporate Law, as well as the coordinator of the Company's Statutory Audit Committee, Mr. Ricardo Baldin, in compliance with item 31-B, §2, II of CVM Resolution 23, of February 25, 2021.

6. CHAIRMAN AND SECRETARY: Pursuant to article 21, paragraph 1, of the Company's Bylaws and article 128 of the Brazilian Corporate Law, Mr. Jerson Kelman, as Chairman of the Board of Directors of the Company, will act as Chairman of the Meeting, inviting Mr. Caio Machado Filho to exercise the function of Secretary.

7. AGENDA:

(a) at the Annual Shareholders' meeting:(i) to take the accounts of the managers, examine, discuss and vote on the management report and financial statements of the Company for the fiscal year ended December 31, 2021; (ii ) allocate the results for the fiscal year ended December 31, 2021; ( iii) fix the number of members of the Board of Directors of the Company; (iv ) elect the members of the Board of Directors of the Company; and (v ) to fix the overall annual compensation amount for the Managers of the Company.

(b) at the Extraordinary shareholders' Meeting: (i) to resolve on the re-ratification of the overall compensation attributed to the Company's management for the period from April 2021 to April 2022; and (ii) to resolve on the amendment of articles 16 and 19 of the Company's Bylaws in order to change the powers of the Board of Directors and the Executive Board in relation to the assumption of obligation or the entering into legal business by the Company or its controlled companies related to the marketing of energy.

8. DRAWING UP AND PUBLISHING THE MINUTES: Pursuant to article 21, paragraph 3, of the Company's Bylaws, the minutes of this Meeting will be drawn up as a summary of the facts occurred, including dissents and protests, and will contain only a transcription of the resolutions taken. The shareholders present also approved, by unanimity of votes cast, the publication of the minutes of this Meetingwith the omission of the signatures of the shareholders present, pursuant to article 130, paragraph 2, of the Brazilian Corporate Law.

9. RESOLUTIONS: The reading of the documents and motions related to the agenda was waived and the consolidated voting list was presented, pursuant to art. 21-W of ICVM No. 481/2009, the Company's shareholders, after examining, discussing and voting on the matters, resolved as follows:

9.1. At the Annual Shareholders' Meeting:

9.1.1. Approve, by unanimity of the votes cast, as per attached map, and without reservations, the management report and the Company's financial statements, accompanied by the independent auditors' report, for the fiscal year ended December 31, 2021, consequently approving the managers' accounts.

9.1.2. Approve, by unanimity vote, as per attached map, the allocation of the profit ascertained in the fiscal year ended December 31, 2021, in the total amount of R$ 1,173,300,492.71 (one billion, one hundred and seventy-three million, three hundred thousand, four hundred and ninety-two reais and seventy-one cents), for absorbing the Company's accumulated losses, under the terms of article 189 of the Brazilian Corporate Law. Observing the applicable tax legislation, as soon as the Company computes net income, it will be proposed to the Shareholders' Meeting, under the terms of article 195-A of the Brazilian Corporate Law, the formal establishment of the tax incentive reserve to record the amount that was highlighted in the Company's financial statements for mere control and transparency purposes.

9.1.3. Approve, by unanimous of votes cast, as per attached map, the number of seven (7) sitting members to compose the Company's Board of Directors.

9.1.4. Considering the expiration of the mandate (term of office) of the current directors, approve, by majority of the votes cast, as per the attached map, the election of the following members of the Company's Board of Directors, for a unified mandate of one (1) year, to end on the date on which the annual shareholders' meeting that examines, discusses and votes on the managers' accounts and the Company's financial statements for the fiscal year ended December 31, 2022:

(a) JERSON KELMAN: Brazilian, married, civil engineer, bearer of ID No. 2110741, issued by the IFP/RJ, and enrolled in CPF/ME under No. 155.082.937-87, resident and domiciled in the City and State of Rio de Janeiro, with offices at Praia de Botafogo, 501, bloco I, 4º andar, Zip Code 22.250-040, for the position of Sitting member of the Board of Directors;

(b) MARCELO PEREIRA LOPES DE MEDEIROS: Brazilian, married, civil engineer, bearer of identity card No. 5.347.941-5, issued by SSP/SP, and enrolled in CPF/ME under No. 022.725.508-94, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Rua Amauri, 255, 6o andar, Zip Code 01448-000, for the position of Sitting member of the Board of Directors;

(c) GUILHERME BOTTURA: Brazilian, married, engineer, bearer of identity card No. 28.923.733-6, issued by SSP/SP, and enrolled in CPF/ME under No. 278.422.008-74, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Rua Amauri, 255, 6o andar, Zip Code 01448-000, for the position of Sitting member of the Board of Directors;

(d) RENATO ANTONIO SECONDO MAZZZOLA: Brazilian, married, economist, bearer of the identity card No. 23.783.754-7, issued by SSP/SP, and enrolled at CPF/ME under the No. 264.834.068-86, resident and domiciled in the City of São Paulo, State of São Paulo, with office at Avenida Brigadeiro Faria Lima, nº 3.477, 14º andar, Itaim Bibi, Zip Code 04538-133, for the position of Sitting member of the Board of Directors;

(e) FELIPE GOTTLIEB: Brazilian, married, economist, bearer of identity card nº 224.055.111, issued by DIC-RJ, and enrolled in CPF/ME under nº 113.305.947-38, resident and domiciled in the City of São Paulo, State of São Paulo, Rua Antônio Felício nº 149/92, Itaim Bibi, Zip Code 04530-060, for the position of Sitting member of the Board of Directors;

(f) ELENA LANDAU: Brazilian, separated, economist and lawyer, holder of the OAB (Brazilian Bar Association) registration number 140841, issued by OAB/RJ, and enrolled in CPF/ME under number 606.800.327-20, resident and domiciled in the City and State of Rio de Janeiro at Praça XV de novembro, nº 20, 8º andar, Centro, CEP 20010-010, for the position of Sitting member of the Board of Directors; and

(g) HENRI PHILIPPE REICHSTUL: Brazilian, married, economist, bearer of identity card No. 3798203-5, issued by SSP/SP, and enrolled in CPF/ME under No. 001.072.248-36, resident and domiciled in the City of São Paulo, State of São Paulo, with offices at Rua Diogo Moreira, 132, 6th floor, sets 607 and 608, Pinheiros, Zip Code 05423-010, for the position of Sitting member of the Board of Directors.

9.1.4.1 All members elected herein are considered independent directors for the purposes of the provisions of B3's Novo Mercado Regulations and the Company's Bylaws, as per the declaration submitted by them, pursuant to article 17, I, of B3's Novo Mercado Regulations.

9.1.4.2 Based on the information received by the Company's management, under the terms of the applicable legislation, the shareholders were informed that the members of the Board of Directors elected herein are in a position to sign, with no reservations, the declaration of clearance mentioned in article 147, paragraph 4, of the Brazilian Corporate Law, and in article 2 of CVM Instruction 367, of May 29, 2002, as well as meet the legal, regulatory and statutory requirements in force and the Company's indication policy.

9.1.5. Approve, by majority of votes cast, as per attached map, the setting of the overall annual compensation of the Company's managers in the overall amount of up to R$66,367.423.24 (sixty-six million, three hundred and sixty-seven thousand, four hundred and twenty-three reais and twenty-four cents), excluding social charges borne by the Company, to be in effect until the date on which the annual shareholders' meeting to examine, discuss and vote on the managers' accounts and the Company's financial statements for the fiscal year ended December 31, 2022 is held, under the terms of the Company's Management Proposal.

9.2. At Extraordinary Shareholders' Meeting:

9.2.1. Approve, by majority of votes cast, as per attached map, the re-ratification of the overall annual compensation attributed to the managers for the period between April 2021 and April 2022, which reached the amount of R$ 87,463,958.65 (eighty-seven million, four hundred and sixty-three thousand, nine hundred and fifty-eight reais and sixty-five cents), due to the exercise of installments of the existing long-term incentive plans, as stated in the Management Proposal.

9.2.2. Approve, by unanimous of votes cast, as per attached map, the amendment to articles 16 and 19 of the Bylaws, in order to alter the powers of the Board of Directors and the Executive Board in relation to the assumption of obligations or the execution of legal transactions by the Company or its controlled companies related to the commercialization of energy.

In this sense, articles 16 and 19, paragraph 1, of the Bylaws will come into effect with the following wording:

"Article 16 - The Board of Directors shall, in addition to other attributions provided for by law or by these Bylaws:

  • I. Set the general direction of the Company's business;

  • II. Elect, evaluate and dismiss the members of the Company's Executive Board, and set their attributions;

III. Distribute the compensation set annually by the Shareholders' Meeting among its members and those of the Board of Directors;

IV. Resolve on the call of a Shareholders' Meeting whenever it deems convenient, or in the cases provided by law;

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Eneva SA published this content on 29 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 April 2022 22:07:02 UTC.