NOTICE TO SHAREHOLDERS

Presentation related to the Extraordinary Shareholders' Meeting to be held on March 11, 2021

Rio de Janeiro, March 4th, 2021 - ENEVA S.A. (B3: ENEV3), aiming to comply

with the best corporate governance practices, communicates to its shareholders and the market in general the early availability of the presentation related to the Extraordinary Shareholders' Meeting to be held on March 11, 2021, regarding the Company's compensation plans based on shares mentioned in the management proposal submitted to the appreciation of the Company's shareholders.

Rio de Janeiro, March 4th, 2021.

Marcelo Habibe

Chief Financial and Investor Relations Officer

Imagem: UTG

Stock Options and Restricted Units Program:

Instruments for Feasibility of "Eneva Partnership"

  • 1. Remuneration Policy

  • 2. Partners Program

  • 3. Remuneration Plans in Force

Following the best practices of Corporate Governance, the Company has a Remuneration Policy

Principles

The components of remuneration have the principles of ensuring internal equity and external competitiveness, based on meritocracy, in addition to motivation, recognition and retention of professionals, and which, finally, allow an effective, transparent human resources management, in line with the business strategy.

The calculation of remuneration is defined using as reference the market practices, taking into account practices of companies in the same industry, as well as companies of similar size to the Company, and also internal references, which are reassessed from time to time. They may include: (i) fixed remuneration (ii) variable remuneration, (iii) stock-based incentive.

The specific adjustment methodology for each of the components of remuneration takes into account market research and benchmarking with companies in the industry. Market research is ordered from specialized companies, which work is supervised by the Company's Human Resources area."

Eneva remuneration structure was defined with the purpose of creating a culture of meritocracy focused on results

Specialized consultancies supported the Company in the adoption of a structure of positions and salaries thatmet the needs of our different businesses, considering the following principles:

Ensure the internal consistency of existing functions, by adjusting the remuneration of positions to their responsibilities

Ensure external consistency, establishing a competitive remuneration policy in relation to the market, enabling the attraction and retention of key positions and talents

√ Integrate, maintain the synergy and alignment of current plans with corporate policies and objectives

Median of the MarketThird QuartileThird Quartile

Long-term incentives have the main purpose of establishing a retention plan and aligning the incentives among the Company's executives and shareholders

  • Encourage compliance with the strategic plan

    initiatives that increase the company's value

  • Align the positioning of key executives in relation to the concept of value generation to the shareholder

  • Retain key executives having critical knowledge, and who contribute significantly to the business development

  • Reward the amount dynamically and continuously generated for Eneva

Attrition of talents lower than 3%

  • 84% of C-1 and 74% of C-2 working together since 2017

  • 100% of the goals established achieved or exceeded in the last 3 years

Long-Term Incentives are based on shares, seeking to align interests, maximize the commitment and engage management

"Art. 3.3 Stock-Based Incentive: Represents the granting and/or award to the company's directors and employees, and its direct or indirect controlled companies, an option to purchase or subscribe shares, the opportunity to become shareholders of the Company, and thereby (i) ensure the competitiveness of the total remuneration levels practiced by the Company; (ii) ensure greater alignment of the beneficiaries' interests with the interests of shareholders; (iii) maximize the levels of commitment to generating sustainable results; (iv) enable the Company to attract and retain its directors and employees."."

Long-Term Incentives

  • Retention and engagement of key professionals

  • Granted annually to approx. 10% of the company's employees

  • 4 awards approved totaling 106 participants

  • Attraction and dissemination of an "owner vision" for key professionals

  • 6 awards granted totaling 24 participants

  • 1. Remuneration Policy

  • 2. Partners Program

  • 3. Remuneration Plans in Force

"Skin in the game": Partners Program seeks to align long-term incentives and consolidate the "owner" vision

In 2021, we implemented, in an innovative way in Brazil, a Partner Program through which our main employees adhere to the Stock Ownership Guidelines:

  • Each partner holds a minimum number of shares in the Company as long as they remain linked to the Company.

  • The number of shares is determined by a multiple of annual salaries, defined according to the position of the respective partner:

CEO

Executive Officer

Officer

General Manager and Equivalent

Multiples of Annual Salaries

6x

4x

3x

1x

  • Participants are selected through a rigorous performance assessment, adherence to our values and capacity to generate value for the Company. Currently, Eneva has 20 participants partners.

The feasibility of the program is established through a mix of incentives that seek a balance among the perspectives of stockholders

  • Stock options program that make possible leverage in options for each pledged and blocked share for a period of 5 year

  • Program in which a participant designates a portion of their Short-Term Incentive to acquire shares in Eneva, and as consideration they receive a variable remuneration for matching shares purchase

  • Recurring (annual) program already used in the company for retention of key professionals

In addition to the alignment of incentives, the participants have to share the Company's value and culture

  • i. Our focus is on the efficient capital allocation, in order to maximize the value to shareholder and social well-being

  • ii. Our assets are: people, capital and reputation

  • iii. We are very proud of the quality of our work and determination to achieve excellence in everything we do. Even acting in a broad spectrum of activities, and being committed to the growth of our business, if necessary, we will choose to be better rather than larger

  • iv. We emphasize creativity and imagination in everything we do. Although we work in centuries-old business activities, we constantly strive to find the best and most innovative solution to the challenges. We are proud to have pioneered some of the practices and techniques that have become a benchmark in our industry

  • v. We strive to identify and hire the best professionals, and we select our staff one by one

In addition to the alignment of incentives, the participants have to share the Company's value and culture (cont.)

  • vi. We offer people the opportunity to grow. Promotion depends on the ability, performance and collaboration for the success of the company, regardless of race, color, age, religion, gender or nationality

  • vii. We appreciate teamwork and collaboration in everything we do

  • viii. Integrity and honesty are at the core of our business. We ensure that everyone maintains high ethical standards in the performance of their duties

  • 1. Remuneration Police

  • 2. Partners Program

  • 3. Remuneration Plans in Force

The Stock Options and Restricted Units Plans are important for the feasibility of the Partners Program

X # Participants

Subject to resolution in this ESM of 03/11//2021

Plans and programs already granted

Programs to be granted by the Board of Directors

20

2

4

4

23

1st Restricted Units Plan

38

43

64

2016

2

2nd Restricted Units Plan

2017

2018

2019

2020

2021

2022

2023

2024

2025

Attachments

  • Original document
  • Permalink

Disclaimer

Eneva SA published this content on 04 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 15:50:01 UTC.