ENEVA S.A.

CNPJ/MF No. 04.423.567/0001-21 NIRE 33.3.0028402-8

(Publicly-held Company)

MATERIAL FACT

COMPLETION O F COM PANY'S C AP ITAL I NC REASE

Rio de Janeiro, October 3, 2016 - ENEVA S.A. ("Company") (BM&FBOVESPA: ENEV3, GDR I: ENEVY) in compliance with article 157, §4 of Law No. 6.404/76 and pursuant Instruction of the Brazilian Securities and Exchange Commission ("CVM") No. 358, on January 3, 2002, as amended, on the date hereof, informs that the increase of the Company's private capital stock was concluded ("Capital Increase") approved at the Extraordinary Shareholders' Meeting on August 2, 2016 ("EGM"), reason why it is hereby communicating its shareholders and the general market that:

  1. The subscription and payment of the Capital Increase were performed: (i) partially in cash, totaling the amount of R$14,607,300.00 (fourteen million, six hundred seven thousand, three hundred reais); and (ii) partially through contribution of PNG Assets (as established below), totaling the amount of R$1,145,771,850.00 (one billion, one hundred forty-five million, seven hundred seventy-one thousand, eight hundred fifty reais).

  2. The Capital Increase is included under the Subscription Agreements entered into on March 24, 2016, between (i) the Company and CAMBUHY I FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES, ("Cambuhy") ("Cambuhy Subscription Agreement") and (ii) the Company and OGX PETRÓLEO E GÁS S.A. - UNDER JUDICIAL RECOVERY, ("OGX" and, together with Cambuhy, the "Subscriber") ("OGX Subscription Agreement" and, together with Cambuhy Subscription Agreement, "Subscription Agreements"), through which:

    1. CAMBUHY SUBSCRIPTION AGREEMENT. Cambuhy undertook to, subject to certain conditions precedent, subscribe part of the shares issued under the Company's Capital Increase, upon the contribution (a) of the total of its shareholding interest held in PARNAÍBA GÁS NATURAL S.A., ("Cambuhy Interest" and "PGN", respectively); and (b) of the total convertible debentures of third (3rd) and fourth (4th) issuance of debentures of PGN ("Convertible Debentures" and, together with Cambuhy Interest, "Cambuhy Assets");

    2. OGX SUBSCRIPTION AGREEMENT. OGX undertook to, subject to certain conditions precedent, subscribe part of the shares issued under the Company's Capital Increase, upon the contribution of the total of its shareholding interest held in PGN ("OGX Interest" and, together with Cambuhy Assets, "PGN Assets").

    3. As a result of the contribution of the PGN Assets, the Company became the holder of one hundred percent (100%) of PGN's capital stock, current natural gas supplier of the thermal plants of Parnaíba Complex.

    4. Considering that the minimum subscription of the Capital Increase has been achieved, the Company's Board of Directors, at meeting held on October 3rd 2016, unanimously approved, (i) the checking of the subscription of 77,358,610 (seventy-seven million, three hundred fifty-eight thousand, six hundred ten) new common shares issued by the Company, at the issuance price of R$ 15.00 (fifteen reais), totaling the subscribed and paid amount of R$1,160,379,150.00 (one billion, one hundred sixty million, three hundred seventy-nine thousand, one hundred and fifty reais); (ii) the approval of the Capital Increase, with definition of final value of capital increase; and (iii) cancellation of non-subscribed shares under the Capital Increase.

    5. As a result of the partial approval of the Capital Increase, the Company's capital stock goes from the current R$7,011,868,492.61 (seven billion, eleven million, eight hundred sixty-eight thousand, four hundred ninety-two reais and sixty- one cents), divided in 161,769,820 (one hundred sixty-one million, seven hundred sixty-nine thousand, eight hundred twenty) common, nominative book-entry shares with no par value, to R$8,172,247,642.61 (eight billion, one hundred seventy-two million, two hundred forty-seven thousand, six hundred forty-two reais and sixty-one cents), divided in 239,128,430 (two hundred thirty-nine million, one hundred twenty- eight thousand, four hundred and thirty) common, nominative book-entry shares with no par value

    6. We should also notify that: (i) with the completion of the capital increase, no shareholder holds more than fifty percent (50%) of the shares issued by the Company and (ii) there is no shareholder's agreement filed before the Company´s headquarters (as per article 118 of Law No. 6.404/76), highlighting the new shareholding position of the Company as follows:

      Shareholder

      No. of shares

      %

      BANCO BTG PACTUAL S/A

      80,659,750

      33.73%

      CAMBUHY I FIP

      61,535,778

      25.73%

      DD BRAZIL HOLDINGS S.A.R.L. (E.ON)

      19,808,765

      8.28%

      ITAU UNIBANCO S/A

      18,842,832

      7.88%

      OGX PETRÓLEO E GÁS S.A. - UNDER JUDICIAL RECOVERY

      14,875,412

      6.22%

      OTHERS (

      43,405,893

      18.16%

      Total

      239,128,430

      100.00%

    7. Finally, the Company clarifies that the Reference Form will be duly updated within the deadline established by Law and regulation in force.

    8. The Company shall keep its shareholders and the general market informed on the matters of this Relevant Fact.

    9. Rio de Janeiro, October 3, 2016.

      Pedro Zinner

      Executive Vice President - CFO and Investor Relations Officer

      ENEVA S.A.

    Eneva SA published this content on 03 October 2016 and is solely responsible for the information contained herein.
    Distributed by Public, unedited and unaltered, on 03 October 2016 21:47:09 UTC.

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