Eneva S A : 1st Series of 2nd Issue - Management Proposal

ENEVA S.A.

Publicly traded Company - CVM Registration Nº 21237

CNPJ/ME1 nº 04.423.567/0001-21

NIRE2 3330028402-8

GENERAL MEETING OF DEBENTURE HOLDERS

TO BE HELD ON NOVEMBER 17th, 2022

MANAGEMENT PROPOSAL

Dear Debenture Holders,

The management of ENEVA S.A. ("Issuer" or "Company"), a corporation, registered as a publicly traded company at the Security and Exchange Commission of Brazil ("CVM"), with principal place of business in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, nº 501, Bloco I, 4º e 6º andares, Botafogo, CEP 22250-040, with its Acts if incorporation filed at the Registry of Commerce of Rio de Janeiro State ("JUCERJA") under the Company Registration Identification Number - NIRE 3330028402-8, enrolled with the Corporate Register of Taxpayer Identification [CNPJ/ME] under Nº 04.423.567/0001-21, in compliance with the Law Nº 6.404, of December 15th, 1976, as amended ("Corporations Act"), and CVM Resolution Nº 81, of March 29th, 2022, as amended ("CVM Resolution Nº 81"), hereby presents to you this Management Proposal ("Proposal") to be submitted to the holders of the first series outstanding debentures (collectively referred to as, "Debenture Holders") in accordance with the "Private Indenture of the Second (2nd) Issuance of Simple, Non-Convertibleinto Shares, Unsecured Debentures, in Three Series, for Public Distribution, with Restricted Distribution Efforts of Eneva S.A.", entered into on May 14th, 2019, by and between the Company and Pentágono S.A. Distribuidora de Títulos e Valores Mobiliários ("Debentures" and "Fiduciary Agent", respectively), as amended on May 27th, 2019 and May 29th, 2019 ("Indenture"), in a General Meeting of Debenture Holders ("GMDH"), to be held on date November 17th, 2022, at 3 p.m., exclusively by using electronic means, therefore, deemed to be held at the Company's principal place of business, in line with article 71, § 2, of CVM Resolution Nº 81.

1. Corporate Taxpayer Identification Number
2. Company Register identification Number

	TABLE OF CONTENTS
1.	PURPOSE ...................................................................................................	3
2.	AVAILABILITY OF DOCUMENTS TO DEBENTURE HOLDERS...............	4

3. NOTICE OF THE GENERAL MEETING OF DEBENTURE HOLDERS (GMDH) 4

4.	GMDH PLACE .............................................................................................	4
5.	ATTENDANCE AT THE GMDH...................................................................	4
6.	CALLING THE GMDH TO ORDER .............................................................	7
7.	RESOLUTIONS ...........................................................................................	7
8.	ANALYSIS OF THE MATTERS TO BE RESOLVED AT THE GMDH ........	8

8.1 Prior consent for adjustment to EBITDA definition for ascertainment of the

Financial Ratio (as defined in Clause 7.2.1 of the Indenture).

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1. Prior consent for temporary waiver for non-characterization of an Event of Default (as defined in Clause 7.2, item (xii) of the Indenture) in the event of non- compliance with the Financial Ratio for the periods from September 30th, 2022 to June 30th, 2024, provided that the Financial Ratio calculated in such periods does not exceed the maximum amounts described in the Management Proposal;
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2. Prior consent to carry out the Allowed Corporate Reorganization - Coal 11
3. Authorization for the Fiduciary Agent to perform, together with the Company, all other acts, which may be required in order to reflect the resolutions

taken according to the sections above.	12
9.	ECONOMIC PAYMENT.............................................................................	12
10.	CONCLUSION ...........................................................................................	13

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1. PURPOSE

The purpose of this Proposal is to present to you the relevant information and management's analysis of the matters that will be examined, discussed and voted on at the GMDH, namely:

1. According to Clauses 10.4.1 and 10.4.5 of the Indenture, the Company's request to the Debenture Holders, for:
2. 1. prior consent for adjustment to EBITDA definition (as defined in Clause 7.2.1 of the Indenture) for purposes of ascertaining the Financial Ratio (as defined in Clause 7.2, item (xii) under the Indenture), according to the terms described in the Management Proposal, available on the respective web pages of the Fiduciary Agent (https://www.pentagonotrustee.com.br), of the Company (https://ri.eneva.com.br/) and of CVM on the World Wide Web (https://www.gov.br/cvm/pt-br ) ("Management Proposal");
   2. prior consent for temporary waiver for non-characterization of an Event of Default (as defined in Clause 7.2, item (xii) under the Indenture) in the event of non-compliance with the Financial Ratio for the periods from September 30th, 2022 to June 30th, 2024, provided that the Financial Ratio calculated in such periods does not exceed the maximum amounts described in the Management Proposal; and
   3. prior consent to perform any of the following transactions, and regardless of who are the
      Company's counterparties in such transaction: (1) Company's spin-off, in which the spun-off portion contains exclusively Coal Assets; (2) Company's spin-off, in which the spun-off portion contains exclusively equity interests in the Issuer's subsidiaries, whose core activity (directly or indirectly, through other vehicles) is related to Coal Assets; (3) consolidation, merger or incorporation of shares, by any third-party company, which is not part of the Company's business group, of the Company's subsidiaries, whose core activity (directly or indirectly, through other vehicles) is exclusively related to Coal Assets (collectively referred to as,
      "Allowed Corporate Reorganizations - Coal"); or (4) reduction of the Company's capital, performed exclusively as a result of an Allowed Corporate Reorganization - Coal, such that any Allowed Corporate Reorganization - Coal or capital reduction performed exclusively as a result of an Allowed Corporate Reorganization - Coal is hereby expressly approved.

1. authorization for the Fiduciary Agent to perform, jointly with the Company, all other acts which may be required in order to reflect the resolutions taken according to item (i) above.

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2. AVAILABILITY OF DOCUMENTS TO DEBENTURE HOLDERS

The documents related to the GMDH are available for consultation by Debenture Holders: (i) at the Company's principal place of business; and (ii) on the Company's web pages (https://ri.eneva.com.br/), on CVM's web page (www.cvm.gov.br) and on Fiduciary Agent's web page (https://www.pentagonotrustee.com.br/) on the world wide web.

Additional information about the GMDH convened herein and the matters on the agenda above may be obtained from the Company (through its investor relations channel) and/or from the Fiduciary Agent.

3. NOTICE OF THE GENERAL MEETING OF DEBENTURE HOLDERS (GMDH)

According to articles 71 and 124 of the Corporations Act and of CVM Resolution Nº 81, the GMDH will be called by means of an announcement published on the Company's web pages (https://ri.eneva.com.br/) and on CVM's web page (www.cvm.gov.br) on the World Wide Web, as well as, published for at least three (3) times, in the newspaper usually used by the Company contained the way the GMDH will be held, the place, the date and the time of the GMDH and its respective agenda.

According to the applicable legislation, the first publication of the announcement calling the general meeting of debenture holders will be made at least twenty-one (21) days before the GMDH. In the specific case of the Company, the notice of the General Meeting of Debenture Holders will be published three (3) times, in printed and digital versions of the newspaper Monitor Mercantil.

4. GMDH PLACE

The GMDH will be held exclusively on a digital basis, by using the "Zoom" platform, which will allow the previously identified Debenture Holders to follow and vote in the GMDH, being deemed, therefore, held in the Company's principal place of business, located in the City of Rio de Janeiro, State of Rio de Janeiro, at Praia de Botafogo, nº 501, Bloco I, 4º e 6º andares, Botafogo, CEP 22250- 040, pursuant to Clause 10.1.3 under the Indenture and article 71, § 2, of CVM Resolution Nº 81.

5. ATTENDANCE AT THE GMDH

The Debenture Holders interested in attending the GMDH using the "Zoom" platform shall request for registration to the Company, copying the Fiduciary Agent, through the electronic addresses [e-mail] [e-mail], preferably no later than two (2) days prior to the date of the GMDH, expressing their interest in attending the GMDH and requesting for the link to access the system ("Registration"). The Registration request must (i) contain the Debenture Holder's identification and, if applicable, its legal

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representative who will attend the GMDH, including his/ her/ its (a) full names, (b) CPF (Individual Taxpayer ID or Corporate Taxpayer ID numbers, as applicable), (c) telephone number, (d) the requester's e-mail address; and (ii) be accompanied by the documents required for attendance in the GMDH, as detailed below.

Attendance and voting in the GMDH will be done through the "Zoom" platform, with no possibility of participation by sending a remote voting instruction.

According to articles 126 and 71 of the Corporations Act, in order to attend the GMDH the debenture holders shall submit the Company the following documents:

1. copy of the identity document (General Registry ID (RG), National Driver's License (CNH), passport, identity cards issued by professional councils or functional cards issued by Public Administration agencies, provided they contain the picture of the holder);
2. up-to-dateproof of ownership of the First Series Outstanding Debentures, issued by the bookkeeping institution, which should have been issued no later than five (5) days before the date the Meeting of Debenture Holders is held; and
3. in case the Debenture Holder is represented by a proxy, proxy appointment with specific power for his /her/ its representation at the GMDH.

The representative of the Debenture Holder, when it is a legal entity, must present a copy of the following documents, duly registered with the competent body (Civil Registry of Legal Entities or the relevant Registry of Commerce, as the case may be): (a) articles of association or articles of incorporation; and (b) corporate act electing the administrator that (b.i) attend the general meeting as the legal entity's representative, or (b.ii) sign a proxy appointment for a third party to represent the Debenture Holder who is a legal entity, electronic signature being acceptable.

With regard to investment funds, the representation of quotaholders at the GMDH will be the responsibility of the administration or management entity, subject to the provisions of the fund's bylaws. In this case, the representative of the fund management, in addition to the aforementioned corporate documents related to the management entity, must present a copy of the fund's regulation, duly registered at the relevant body.

For attendance by a proxy, the granting of representation powers must have taken place less than one (01) year before, pursuant to article 126, § 1 of the Corporations Act. In compliance with the provisions set forth in article 654, §1 and §2 of the Law Nº 10.406, of January 10th, 2002 ("Brazilian Civil Code"), the proxy appointment must contain the indication of the place, where it was issued, full identification of the grantor and grantee, date and purpose of the granting, with the

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