Eneva : Material Fact - Request for registration of a...

ENEVA S.A.

CNPJ/MF n° 04.423.567/0001-21

Publicly-held Company

Material Fact

Rio de Janeiro, August 8, 2017 - ENEVA S.A. ("Eneva" or "Company") (B3: ENEV3, GDR I: ENEVY), in accordance with Instruction 358 of the Brazilian Securities and Exchange Commission ("CVM"), of January 3, 2002, as amended, and paragraph 4 of Article 157 of Law 6,404, of December 15, 1976, as amended ("Brazilian Corporation Law"), hereby informs its shareholders and the market in general of the following:

On the present date, upon approval of the Board of Directors Meeting held today ("BOD"), the Company filed with the CVM a request for registration of an offering for primary and secondary distribution, of common shares issued by the Company, clear and free of all and any liens ("Shares"), comprising (i) primary distribution of Shares ("Primary Offering"); and (ii) secondary distribution of Shares held by certain sellers shareholders to be defined, as applicable ("Selling Shareholders"), in the context of an eventual distribution of Additional Shares and/or Overallotment Shares (defined below)("Secondary Offering" and, jointly with Primary Offering, the "Offering")

The Offering will comprise the public primary and secondary distribution of Shares to be held in Brazil, on an over-the-counter (OTC) market, pursuant to CVM Instruction 400 and other legal provisions, under the coordination of financial institutions participating in the securities distribution system, also with placement efforts abroad to qualified institutional buyers in the United States of America, as defined according to the 144A US Securities Act of 1933, as amended ("Securities Act") and elsewhere to institutional and other investors that are not U.S. persons, as defined in Regulation S of the Securities Act.

Pursuant article 14, paragraph 2nd of CVM Instruction 400, of December 29, 2003, as amended ("CVM Instruction 400"), the amount of offered Shares (without considering the Overallotment Shares, as below defined) shall be, at Selling Shareholders discretion, increased up to 20% of the total amount of Shares offered, at the same conditions and price initially offered ("Additional Shares"). In addition, pursuant to the article 24 of CVM Instruction 400, the amount of Shares initially offered may be, at the Selling Shareholders discretion, increased by a overallotment amount of shares up to 15% of the total of Shares offered (without considering the Additional Shares), at the same conditions and price of the Shares initially offered, exclusively in order to supply eventual demand excess which may be verified during the Offering ("Overallotment Shares").

The price per Share ("Price per Share") shall be established based, jointly, on (a) the price of Shares at B3 and (b) the bookbuilding procedure with institutional investors ("Bookbuilding") and, therefore, the issuance of the Shares, pursuant to this criterion for determining the Price per Share, will not promote an unjustified dilution for the current Company shareholders, pursuant to Article 170, paragraph 1, item III, of the Brazilian Corporation Law. The Shares must be paid in cash upon subscription.

The net proceeds from the Primary Offering shall be used for the repayment of certain outstanding indebtedness and other general corporate purposes, after deduction of the commissions and fees.

The Primary Offering and its terms and conditions were approved by the BOD. The issuance of Shares without preemptive rights of the shareholders of the Company, according to article 172, I, of the Brazilian Corporate Law, the Price per Share, and the effective increase of capital shall be approved by a Board of Directors meeting of the Company to be held between the end of the Bookbuilding period and the approval of the offering register before CVM.

This material fact is of an informative nature only and shall not be construed as a marketing material for the offering of Shares. The Offering is subject to national and international capital markets conditions. Later, the Company shall issue a Notice to the Market (Aviso ao Mercado) with the following information:(i) the remaining characteristics of the Offering; (ii) the locations from where the preliminary prospectus can be obtained; (iii) the estimated Offering disclosure dates and locations; and (iv) the conditions, procedures, reserve period and Bookbuilding period.

The request for registration of the Offering is under analysis of CVM, therefore the Offering shall only begin when it has been duly registered with the CVM. The Offering or the Shares shall not be registered before any other capital markets agency or regulated body in any other country, except in Brazil, before CVM. The Company will keep its shareholders and the market informed of any material facts and decisions regarding the Offering.

Pedro Zinner

Diretor Presidente e de Relações com Investidores