ENEVA S.A.

National Corporate Taxpayers Register (CNPJ) No. 04.423.567/0001-21

State Registration Number (NIRE) 33.3.0028402-8

Publicly Held Company

MINUTES OF THE BOARD OF DIRECTORS' MEETING

HELD ON FEBRUARY 11, 2021

1. DATE, TIME AND PLACE: On February 11, 2021, at 09:30 am, at the registered office of ENEVA SA ("Company"), located at Praia de Botafogo, nº 501, block I, 4th and 6th floor, Botafogo, Zip Code 22250-040, in the City of Rio de Janeiro, State of Rio de Janeiro.

2. CALL NOTICE AND ATTENDANCE: The call of the Board of Directors' meeting was carried out pursuant to article 14, §1 of the Company's bylaws and was attended by all its members, pursuant to article 14, §3 of the bylaws, namely: Jerson Kelman, José Aurélio Drummond Jr., Renato Antônio Secondo Mazzola, Marcelo Pereira Lopes de Medeiros, Guilherme Bottura, Lavinia Hollanda and Felipe Gottlieb. The Chief Executive Officer of the Company, Mr. Pedro Zinner, the Chief Financial and Investor Relations Officer, Mr. Marcelo Habibe, the Chief Operations Officer, Mr. Lino Lopes Cançado, the Chief Legal and Governance, Compliance and Internal Controls Officer, Mr. Thiago Freitas, and the Governance, Compliance and Internal Controls Manager, Mrs. Juliana Kac, attended the meeting as invited guests.

3. BOARD: Mr. Jerson Kelman presided over the Meeting and Mr. Thiago Freitas acted as the Secretary.

4. PROVISIONS: Following the presentation and discussion on the matter referred to in the Agenda, the Company's Board of Directors' members analyzed, discussed, and resolved as follows:

  • (i) The Stock Ownership guidelines as proposed by the Company and recommended by the Human Resources Committee;

  • (ii) The Matching Shares Plan of the Company as proposed by the Company and recommended by the Human Resources Committee;

  • (iii) establishing the (a) third amendment to the Second Stock Option or Subscription Plan for Company executives, as amended on 05.20.2019 and on 12.10.2020, approved at a meeting of the Company's Board of Directors held on 05.10.2017, (b) third amendment to the Third Stock Option or Subscription Plan for Company executives, as amended on 05.20.2019 and on 10.12.2020, approved at a meeting of the

Company's Board of Directors held on 08.03.2017, (c) second amendment to the Stock Option or Subscription Plan for Company executives, as amended on 12.10.2020, approved at a meeting of the Company's Board of Directors held on 01.10.2020, all of those within the scope of the Stock Option or Subscription Program approved at the Extraordinary General Meeting of Company Shareholders held on 08.02.2016, copies of which are filed at the Company main offices;

  • (iv) the execution of the (a) first amendment to the 1st Share-Based Incentive Program for managers and employees of the Company, approved at a meeting of the Company's Board of Directors held on 07.12.2018; (b) first amendment to the 2nd Share-Based Incentive Program for the managers and employees of the Company, approved at a meeting of the Company's Board of Directors held on 03.20.2019; and (c) first amendment to the 1st Share-Based Incentive Program for managers and employees of the Company, approved at a meeting of the Company's Board of Directors held on 03.23.2020, all of those within the scope of the Long-Term Share-Based Incentive Plan of ENEVA S.A. (the "Company"or "ENEVA"), as approved at the Extraordinary General Meeting of the Company held on March 27, 2018 and re-ratified in the Extraordinary General Meeting held on July 12, 2018, copies of which are filed at the Company main offices;

  • (v) the Corporate Policy on Human Rights, the Corporate Policy on Competition Defense, and the Corporate Purchasing Policy, as proposed by the Board of Executive Officers of the Company and recommended by the Audit Committee; and

  • (vi) authorize the practice by officers and/or legal representatives of the Company, and its subsidiaries, of any and all actions necessary to effect and implement the resolutions approved in this meeting, including but not limited to negotiating and formalizing agreements, contracts and amendments, and retaining any assistants as may be required, whereby the officers and/or legal representatives of the Company, jointly with the officers and/or legal representatives of any of its subsidiaries, will be entitled to negotiate and approve any other conditions within the documents that may be necessary to their respective realization.

Lastly, the members of the Company's Board of Directors also decided to record their acknowledgement of the resignation submitted by Mr. Luis Alfredo de Paula Vasconcelos, on January 29, 2021, to the position of Officer with no specific designation within the Company.

This instrument is a statement from the Minutes of the Board of Directors' Meeting of Eneva S.A., held on February 11, 2021, at 09:30 a.m.

Rio de Janeiro, February 11, 2021

_____________________________

Thiago Freitas

Secretary

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Eneva SA published this content on 22 February 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 March 2021 15:48:02 UTC.