Santa Catalina 2012 EN - Saeta Yield · SANTA CATALINA, S.L. Abridged Financial Statements for the year ended 31 December 2012 . PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED BALANCE

PARQUE EÓLICO SANTA CATALINA, S.L. Abridged Financial Statements for the year ended 31 December 2012

PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2012 AND 2011

Euros

A S S E T S 2012 2011

NON-CURRENT ASSETS 161,200,008 199,580,683

Intangible assets (Note 5) 3,064,625 3,064,625 Property, plant and equipment in the course of construction (Note 6) 151,691,450 192,704,245 Deferred tax assets (Note 13.4) 6,443,933 3,811,813

CURRENT ASSETS 28,195,961 10,819,461 Trade and other receivables 7,191,081 42,098 . Trade receivables for sales and services 4,831,762 - . Sundry accounts receivable 156,364 41,681 . Receivable from Group companies (Note 7) 2,202,538 - . Other accounts receivable from public authorities (Note 13.1) 417 417 Current investments in Group companies and associates 11,520,228 4,566,181 . Other assets in Group companies (Note 7) 11,520,228 4,566,181 Current financial investments 6,336,518 6,112,753 . Other financial assets (Note 8) 6,336,518 6,112,753 Cash and cash equivalents (Note 9) 3,148,134 98,429

TOTAL ASSETS 189,395,969 210,400,144

The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December 2012.

PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2012

Euros

E Q U I T Y A N D L I A B I L I T I E S 2012 2011

EQUITY (Note 10) (30,278,121) (694,063) Shareholders' equity (17,532,056) 8,200,166 . Share capital 8,361,479 8,361,479 . Reserves - - . Prior years' profit/(losses) (161,313) (161,313) . Profit/(Loss) for the year (25,732,222) - Adjustments for changes in value (12,746,065) (8,894,229) . Hedging transactions (Note 11) (12,746,065) (8,894,229)

NON-CURRENT LIABILITIES 177,860,439 178,161,777 Non-current liabilities 177,860,439 178,161,777 . Bank borrowings (Note 12) 130,268,871 136,072,832 . Derivatives (Note 11) 18,208,665 12,706,042 . Non-current payables to Group companies and associates (Note 7) 29,382,903 29,382,903

CURRENT LIABILITIES 41,813,650 32,932,430 Current liabilities 7,390,244 7,226,692 . Bank borrowings (Note 12) 5,960,213 5,796,661 . Other financial liabilities (Note 10) 1,430,031 1,430,031 Current payables to Group companies and associates (Note 7) 22,846,679 15,518,259 Trade and other payables 11,576,727 10,187,479 . Payable to suppliers - Group companies (Note 7) 11,345,829 10,137,775 . Sundry accounts payable 229,058 46,435 . Staff costs 267 - . Other accounts payable to public authorities (Note 13.1) 1,573 3,269

TOTAL EQUITY AND LIABILITIES 189,395,969 210,400,144

The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December 2012.

PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED INCOME STATEMENT FOR 2012

Euros

2012 2011

CONTINUING OPERATIONS

Revenue 14,297,147 -

Other operating income 992,885 -

Capitalized expenses of in -house work on assets - 27,328,238

Procurements (Note 16.1) - (25,952,377)

Wages and salaries (26,391) (12,803)

Other operating expenses (Note 16.2) (2,026,505) (1,363,058)

Depreciation and amortisation charge (9,798,679) -

Impairment of non-current assets (31,214,115) -

OPERATING INCOME (27,775,658) -

Finance income (Note 16.3) 2,778 7,901

Borrowing costs capitalised on assets - 7,569,961

Finance costs (Note 16.3) (8,987,806) (7,577,862)

FINANCIAL RESULTS (8,985,028) -

PROFIT/(LOSS) BEFORE TAX (36,760,685) -

Income tax (Note 13.2) 11,028,463 -

PROFIT/(LOSS) FOR THE YEAR FROM CONTINUING

OPERATIONS (25,732,222) -

PROFIT/(LOSS) FOR THE PERIOD (25,732,222) -

The accompanying Notes 1 to 20 are an integral part of the abridged income statement for 2012.

PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED STATEMENT OF CHANGES IN EQUITY FOR 2012 A) ABRIDGED STATEMENT OF RECOGNISED INCOME AND EXPE NSE

Euros

2012 2011

A) PROFIT/(LOSS) PER INCOME STATEMENT (25,732,222) -

INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY

II. Cash flow hedges (8,275,121) (9,225,826) VI. Tax effect 2,482,536 2,767,748 B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (5,792,585) (6,458,078)

TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 2,772,498 2,640,606

XII. Tax effect (831,749) (792,182)

C) TOTAL TRANSFERS TO PROFIT OR LOSS 1,940,749 1,848,424

TOTAL RECOGNISED INCOME AND EXPENSE (29,584,058) (4,609,654)

The accompanying Notes 1 to 20 are an integral part of the abridged statement of recognised income and

expense for 2012.

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1

PARQUE EÓLICO SANTA CATALINA, S.L.

Notes to the Abridged Financial Statements for the year ended 31 December 2012 1. Company activities

The Company was incorporated on 22 January 2008, as recorded in a public deed executed before Madrid notary Mr. Segismundo Álvarez Royo-Villanova under number 591 of his notary record, with the company name PARQUE EÓLICO SANTA CATALINA, S.L. The Company's registered office is in Valencia at calle La Paz número 23, 2ºB. The Company object is the promotion, management, design, construction, operation and maintenance of facilities engaged in the production of alternative and renewable energies. The production, sale and/or operation of the energy generated by the facilities described above and, where appropriate, avail itself of the current and/or future legislation to promote the production of alternative and renewable energies. The performance of studies, consulting, projects, research and development services related to the aforementioned services. The activities mentioned may be carried out by the Company directly or through its ownership of other companies with an identical or similar company object. The promotion, management, design, construction, operation and maintenance of the following wind farms are included in the Company: Parque Eólico Viudo I, Parque Eólico Viudo II and Parque Eólico Santa Catalina- Cerro Negro. The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Energía y Recursos Ambientales, S.A. is the primary shareholder of the Company which is in turn 100% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A. The wind farms which belong to the Company obtained the start-up certificate on 30 January 2012. Likewise, they were definitively registered in the Administrative Registry of Special Regime Production Facilities on 3 August 2012. Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows:

- Royal Decree 661/2007, in force from 1 June 2007. The remuneration framework supporting renewable energies under the special regime for facilities which were registered in the pre-assignment register at 28 January 2012 is currently regulated by this Royal Decree. This Royal Decree stipulates two tariff regimes for wind-powered facilities; the market price option through a representative where upper limits ("ceilings") and lower limits ("floors") are established at the aggregate price (market price plus the premium) applicable to the sale of energy on the market; and the tariff option in which the regulated tariff is received. The facilities may choose the sale option for periods of no less than one year.

- Likewise, Royal Decree 661/2007 recognises in its transitional provision one that wind farms, among

others, which started up prior to 1 January 2008 have the right to maintain the premiums and incentives established under the previous regime (RD 436/2004, of 12 March) until 31 December 2012 in the market price sale option.

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- In addition, Royal Decree 6/2009, of 30 April, introduces the pre-assignment system such that it limits the pre-assigned facilities to the amounts and premiums set forth in RD 661/2007, as well as for those established going forward once the objectives of the 2020 Renewable Energies Plan are reached.

- The objective of Royal Decree 1614/2010, of 7 December, is to modify and regulate matters related to

electricity production from solar thermal and wind technologies, in a deficit control scenario. The main developments are the establishment of a limit on the equivalent operating hours entitled to a premium for solar thermal and wind power technologies, the obligation of the solar thermal energy industry to sell at a regulated tariff for the 12 months following the entry into force of the RD, or the start-up of the plant, if it were subsequent thereto and a 35% reduction of the premiums for wind power technology qualifying under RD 661/2007 and for the period between the approval of the RD and 31 December 2012.

- On 28 January 2012, Royal Decree-Law 1/2012 (RDL 1/2012) was published in the Official State

Gazette (Boletín Oficial del Estado, BOE), taking effect on the same day, which eliminated the pre-assignment remuneration process and the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste.

- On 28 December 2012, Law 15/2012, of 27 December, on tax measures for energy sustainability was

published in the BOE which affects all facilities which produce electricity in Spain from 2013. Noteworthy among these measures is the creation of a 7% tax on activities related to the production and incorporation of electricity measured at power station busbars in the electric system (mainland, island and non-mainland). Likewise, this law also amends the current economic framework of certain renewable energy facilities excluding from the premium economic regime energy attributable to the use of fuel produced in facilities which use non-consumable renewable energy as a primary source, unless they are hybrid facilities which use non-consumable and consumable renewable energy sources (in which case the energy attributable to the use of the consumable renewable source could have the right to the premium economic regime), and the Ministry of Industry, Energy and Tourism is responsible for establishing the methodology for calculating the aforementioned energy.

The Company's wind farms qualify, as regards the remuneration framework supporting renewable energies, under the regime established in Royal Decree 661/2007, of 25 May, which regulates the production of electricity under the special regime. The facilities owned by the Company which operate in the Spanish market have elected the remuneration option established in article 24.1.a) through GNERA which acts merely as an intermediary between the producer and the electricity market (OMEL and REE). The regulatory modifications described above were included in the Company's business plan. The sole director considers that the impact has reduced the recoverable amount of property, plant and equipment below its carrying amount and, therefore, the corresponding impairment loss has been recognised under "Property, plant and equipment" in the abridged balance sheet at 31 December 2012. In addition to the regulatory amendment made to Law 15/2012 establishing the 7% tax on the income from the sale of energy (which was taken into account by the Company in its impairment test on 31/12/2012), in 2013 new royal decrees were published, which are described in the Note "Events after the reporting period", the effects of which are being assessed by the Company in order to take them under appropriate consideration in 2013.

2. Basis of presentation of the financial statements

2.1) Regulatory financial reporting framework appli cable to the Company These financial statements were prepared by the sole director in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

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a) The Spanish Commercial Code and all other Spanish corporate law.

b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 and its industry

adaptations.

c) The mandatory rules approved by the Spanish Accounting and Audit Institute in order to implement the Spanish National Chart of Accounts and its supplementary rules.

d) All other applicable Spanish accounting legislation.

2.2) Fair presentation

The Company’s abridged financial statements for 2012, which were obtained from the Company’s accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company’s equity, financial position, results of operations and cash flows for the corresponding period. These abridged financial statements, which were formally prepared by the Company's sole director, will be submitted for approval by the shareholders at the Annual General Meeting, and it is considered that they will be approved without any changes. The abridged financial statements for 2011 were approved by the shareholders at the Annual General Meeting held on 25 July 2012. The Company's director prepared the abridged financial statements in accordance with the going concern principle of accounting taking into account the credit facilities available and that it has the on-going financial support of the Group to which it belongs in order to meet the obligations it has undertaken so that it may realise its assets and settle its liabilities for the amounts and with the classification reflected in the abridged financial statements. 2.3) Accounting principles applied The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements are summarised in Note 4. All obligatory accounting principles with a significant effect on the financial statements were applied in their preparation. 2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying abridged financial statements estimates were made by the Company's sole director in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following: - The useful life of the property, plant and equipment (Note 4.2). - The assessment of possible impairment losses on certain assets (Note 4.2). - The fair value of certain financial instruments (Note 4.4). - The recovery of deferred tax assets (Note 4.5). - Credit risk management (Note 18.2). Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements.

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2.5) Comparative information and matters arising fr om the transition to the new accounting rules

The information relating to 2012 included in these notes to the financial statements is presented for comparison purposes with that relating to 2011. 2.6) Grouping of items

Certain items in the abridged balance sheet, abridged income statement and abridged statement of changes in equity are grouped together to facilitate their understanding; however, whenever the amounts involved are material, the information is broken down in the related notes to the abridged financial statements. 2.7) Changes in accounting policies

In 2012 there were no significant changes in accounting policies with respect to the policies applied in 2011. 2.8) Correction of errors In the preparation of the accompanying abridged financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for 2011.

3. Distribution of profit/(losses)

The allocation of 2012 loss proposed by the Company’s sole director is as follows:

Euros

Profit/(Loss) for the year 2012 (Loss) (25,732,222) Allocation of profit/(loss): Previous years’ earning (25,732,222)

As stated in Note 10, in accordance with the financing agreement entered into with various financial institutions, there are restrictions on the distribution of dividends to the shareholder, unless the conditions established in provision 14, point 3 of the agreement is met. The aforementioned restrictions are:

• Any other significant debt owed by the borrower which has matured has been settled in full, including that arising from this credit facility.

• No early maturity event has arisen and the distribution to shareholders does not give rise to any of the aforementioned events;

• The first amortisation payment has been made on this credit facility;

• The debt service reserve fund is fully funded;

• The debt service coverage ratio for the previous year exceeds 1.10.

• The amounts to be distributed to the shareholders do not in any case exceed the balance of the

restricted drawdown account; and

• There was a net profit in the previous year.

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• No other means of capital remuneration will be allowed other than those included in the definition of shareholder distributions, unless prior authorisation has been obtained from the lenders.

4. Accounting Policies

The principal measurement bases used by Parque Eólico Santa Catalina, S.L. in preparing its abridged financial statements for 2012, in accordance with the Spanish National Chart of Accounts, were as follows: 4.1) Intangible assets Intangible assets are initially recognised at acquisition or production cost. They are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses. These assets are amortised over their years of useful life. 4.2) Property, plant and equipment

Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised. Property, plant and equipment upkeep and maintenance expenses are recognised in the income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised. For non-current assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets. In-house work on non-current assets is measured at accumulated cost (external costs plus in-house costs, determined on the basis of in-house materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). The Company depreciates the cost of its property, plant and equipment using the straight-line method over the years of estimated useful life of the assets, the detail being as follows:

Years of Estimated Useful Life

Construction and installation work 18

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Impairment of property, plant and equipment At the end of each year, the Company performs an impairment test to determine the possible existence of impairment loss that might have reduced the recoverable amount of the assets to below their carrying amount. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Taking into account the performance of the wind farms and the current regulatory framework (see Notes 1 and 18) the sole director considers that there is no impairment at 31 December 2012 (see Note 6). 4.3) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. The Company as lessee Assets acquired under finance leases are classified based on the nature of the leased asset. A liability is recognised for the same amount, which is the lower of the fair value of the leased asset and the present value at the start of the lease of the agreed upon minimum lease payments. Lease payments are distributed between finance costs and the reduction of the liability. The same depreciation, impairment and derecognition criteria are applied to the leased assets as to assets of the same nature. Payments under operating leases are recognised as expenses in the income statement when incurred. 4.4) Financial instruments 4.4.1) Financial assets The financial assets held by the Company are classified in the following categories:

a) Loans and receivables: financial assets arising from the sale of goods or the rendering of services in the ordinary course of the Company's business, or financial assets which, not having commercial substance, are not equity instruments or derivatives, have fixed or determinable payments and are not traded in an active market. Interest income is calculated in the year in which it accrues on a time proportion basis.

b) Held-to-maturity (fixed-income securities): debt securities with fixed maturity and determinable payments that are traded in an active market and which the Company has the positive intention and ability to hold to the date of maturity.

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Financial assets are initially recognised at the fair value of the consideration given, plus any directly attributable transaction costs. Subsequently, loans and receivables are measured at amortised cost. The Company derecognises a financial asset when it expires or when the rights to the cash flows from the financial asset have been transferred and substantially all the risks and rewards incidental to ownership of the financial asset have been transferred, such as in the case of the outright sale of assets, factoring of trade receivables in which the Company does not retain any credit or interest rate risk, sale of financial assets under an agreement to repurchase them at their fair value or the securitisation of financial assets in which the transferor does not retain any subordinated debt, provide any type of guarantee or assume any other type of risk. However, the Company does not derecognise financial assets, and recognises a financial liability for an amount equal to the consideration received, in transfers of financial assets in which substantially all the risks and rewards of ownership are retained, such as in the case of bill discounting, with-recourse factoring, sales of financial assets under an agreement to repurchase them at a fixed price or at the selling price plus interest and the securitisation of financial assets in which the transferor retains a subordinated interest or any other kind of guarantee that absorbs substantially all the expected losses. 4.4.2) Financial liabilities Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company’s business and those which, not having commercial substance, cannot be classed as derivative financial instruments. Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost. Liability derivative financial instruments are measured at fair value, following the same criteria as for financial assets held for trading described in the previous section. The Company derecognises financial liabilities when the obligations giving rise to them cease to exist. 4.4.3) Hedging financial instruments The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging financial instruments in this connection, mainly IRS (Interest Rate Swap). In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Company verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item. In 2012 and 2011, the Company used only cash flow hedges. In hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in equity and is recognised in the income statement in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial

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asset or a non-financial liability, in which case the amounts recognised in equity are included in the initial cost of the asset or liability when it is acquired or assumed. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year. The fair value of the hedging financial instruments used by the Company (interest rate swaps) is calculated by discounting future settlements between fixed and floating interest rates to their present value, in line with implicit market rates, obtained from long-term interest rate swap curves. Implicit volatility is used to calculate the fair values of caps and floors using option valuation models. The derivatives arranged by the Company at 31 December 2012 met all the requirements indicated above to qualify as hedges and, therefore, the changes in the fair value of these derivative financial instruments for the year ended 31 December 2012 were recognised under “Valuation adjustments” in equity. 4.5) Income tax Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense. The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss). Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity. The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits. The Company files consolidated income tax returns and the head of the tax group to which it belongs is ACS Actividades de Construcción y Servicios, S.A. 4.6) Income and expense

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Revenue and expenses are recognised in profit or loss for the year on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes. Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer, and the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. Revenue from the rendering of services is recognised by reference to the stage of completion of the transaction at the end of the reporting period, provided the outcome of the transaction can be estimated reliably. Interest income from financial assets is recognised using the effective interest method and dividend income is recognised when the shareholder's right to receive payment has been established. Interest and dividends from financial assets accrued after the date of acquisition are recognised as income. 4.7) Related-party transactions The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company’s director considers that there are no material risks in this connection that might give rise to significant liabilities in the future. 4.8) Provisions and contingencies When preparing the financial statements, the Company’s sole director made a distinction between: a) Provisions: credit balances covering present obligations arising from past events, the settlement of which is

likely to cause an outflow of resources, but which are uncertain as to their amount and/or timing. b) Contingent liabilities: possible obligations that arise from past events and whose existence will be

confirmed only by the occurrence or non-occurrence of one or more future events not wholly within the Company's control.

The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the abridged financial statements but rather are disclosed in the notes to the abridged financial statements, unless the possibility of an outflow in settlement is considered to be remote. Provisions are measured at the present value of the best possible estimate of the amount required to settle or transfer the obligation, taking into account the information available on the event and its consequences, recording the adjustments which arise as a result of the update of these provisions as a finance cost as it accrues. 4.9) Current/non-current classification Balances are classified as current and non-current in the accompanying balance sheet. Current balances include balances which the Company expects to sell, consume, pay or realise during its normal operating cycle. The remaining balances are classified as non-current.

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5. Intangible assets

The breakdown of the balance of this heading in the balance sheets at 31 December 2012 and 2011 is as follows: 2012 2011 They mainly relate to grid connection rights, wind studies and administrative authorisations and licences for the start-up of certain wind farms:

Administrative concessions distribution 31/12/2012 31/12/2011 P.E. Santa Catalina-Cerro Negro

1,183,087 1,183,087

P.E. Viudo I 1,140,326 1,140,326 P.E. Viudo II 741,212 741,212 TOTAL 3,064,625 3,064,625

Euros Balance at

01/01/2012 Additions or charges for

the year

Balance at 31/12/2012

Administrative concessions 3,064,625 - 3,064,625

Total intangible assets 3,064,625 - 3,064,625

Euros Balance at

01/01/2011 Additions or charges for

the year


Administrative concessions 3,064,625 - 3,064,625

Total intangible assets 3,064,625 - 3,064,625

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6. Property, plant and equipment

The breakdown of the balance of this heading in the balance sheets at 31 December 2012 and 2011 is as follows: 2012

Euros


Additions or charges for

the year Derecognitions Transfers Balance at

31/12/2012

Cost:

Property, plant and equipment in the course of construction and advances

P.E. Santa Catalina-Cerro Negro 51,578,361 - - (51,578,361) - P.E. Viudo I 73,875,681 - - (73,875,681) - P.E. Viudo II 41,574,889 - - (41,574,889) -

P.E. Cerro Negro 25,675,314 - - (25,675,314) - Buildings - (914,116) 192,704,245 191,790,129

Total cost 192,704,245 - (914,116) - 191,790,129

Accumulated depreciation:

Buildings - (9,798,679) - - (9,798,679)

Total accumulated depreciation - (9,798,679) - - (9,798,679)

Impairment losses:

Buildings - (30,300,000) - - (30,300,000)

Total property, plant and equipment, net 192,704,245 (40,098,679) (914,116) - 151,691,450

2011

Euros


Additions or charges for

the year Derecognitions Transfers


Cost:

Property, plant and equipment in the course of construction and advances

P.E. Santa Catalina 47,039,971 2,991,148 - - 51,578,361

P.E. Viudo I 70,764,477 3,111,204 - - 73,875,681

P.E. Viudo II 39,595,623 1,979,267 - - 41,574,889

P.E. Cerronegro 172,592 27,049,963 - - 25,675,314

Total cost 157,572,663 35,131,582 - - 192,704,245

Total property, plant and equipment, net

157,572,663 35,131,582 - - 192,704,245

The Company takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. At 2012 and 2011 year end these risks were adequately covered. Property, plant and equipment is comprised of equipment and facilities necessary to exploit the wind farms operated by the Company. The Company has capitalised finance costs under "Property, plant and equipment

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in the course of construction" for EUR 12,439,548 in 2011. The Company did not capitalise finance costs within "Buildings" in the year ended 31 December 2012. The derecognitions for the year relate to the derecognition of expenses incurred in prior years. The addition to impairment loss corresponds to the difference between the recoverable amount of the property, plant and equipment in the course of construction and their carrying amount at 31 December 2012. The assets' recoverable amount is obtained from the Company's business plan which includes the regulatory modifications implemented in the year (see Note 1). There are no fully amortised assets under the Company's property, plant and equipment at 31 December 2012 and 2011. To secure compliance with the obligations arising from the financing agreement described in Note 12, the Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company.

7. Balances with Group companies and associates

The detail of the balances with Group companies and associates at 31 December 2012 and 2011 is as follows: 2012

Euros

Subordinated debt D/(C)

Loan D/(C)

Income tax D/(C)

Interest D/(C)

Trade receivables

(D/C) Supplier

D/(C) Current

account D

Current account

(C) Energía y Recursos Ambientales, S.A.

(29,382,903) (17,431,902) - (4,308,423) 2,202,538 (654,681) - (168,118)

Centro de Control Villadiego, S.L.

- - - - - (442,984) - -

Urbaenergía, S.L.

- - - - - (10,247,976) - -

Al Andalus Wind Power, S.L. - - - - - - 5,152 -

Aldebarán, ,S.A.U.

- - - - - (188) - -

ACS Actividades de Construcción y Servicios S.A.

- - 11,028,095 - - - - -

Cobra Gestión e Infraestructuras, S.A.

- - - - - - 486,981 -

Cobra Instalaciones y Servicios, S.A.

- - - - - - - (938,236)

Total (29,382,903) (17,431,902) 11,028,095 (4,308,423) 2,202,538 (11,345,829) 492,133 (1,106,354)

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2011

Euros Subordinated debt

D/(C) Loan D/(C)

Interest D/(C) Supplier D/(C)

Current account D/(C)

ACS Actividades de Construcción y Servicios, S.A.

- - - - 4,519,589

Energía y Recursos Ambientales, S.A.

(29,382,903) (13,081,902) (2,288,747) (258,209) (13,229,512)

Centro de Control Villadiego, S.L. - - (385,698) - Urbaenergía, S.L. (9,493,868) Cobra Instalaciones y Servicios, S.A. - - - 42,774 Cobra Gestión e Infraestructuras, S.A.

4,235

Total (29,382,903) (13,081,902) (2,288,747) (10,137,775) (8,662,914) Subordinate loans with shareholders: On 15 April 2008, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a subordinated loan for a maximum amount of EUR 40,000,000, which accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 1% spread. . On 31 March 2012, the loan agreement was novated and became a participating loan (see Note 8.3). On 30 June 2011, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a loan for a maximum amount of EUR 8,004,212, which was drawn down in full in a single drawdown for the maximum principal, and accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 2% spread. The principal of the loan must be repaid in full on the final maturity date, 30 June 2013. On 29 December 2011, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a loan for a maximum amount of EUR 5,077,689, which was drawn down in full in a single drawdown for the maximum principal, and accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 2% spread. The principal of the loan must be repaid in full on the final maturity date, 29 December 2013. On 29 June 2012, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a loan for a maximum amount of EUR 4,350,000, which was drawn down in full in a single drawdown for the maximum principal, and accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 2% spread. The principal of the loan must be repaid in full on the final maturity date, 29 December 2013. The subordinated debt agreement were drawn down by EUR 29,382,903 at 31 December 2012 and accrue interest at the same rate as the financing agreement entered into with banks described in Note 12.1). The principal of the subordinated loan must be repaid in full at the final maturity date. However, the Company may amortise the subordinated debt early, totally or partially, provided that it meets the subordination conditions. At 31 December 2012, the shareholders have stated that they do not require a partial maturity of the subordinated loan over the coming 18 months. The Company maintains its VAT and income tax balances with the Group since it is part of the consolidated tax group. At 31 December 2012, the current account with Cobra Instalaciones y Servicios, S.A. is composed of one-off cash flows which do not accrue interest.

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8. Financial investments

Current This heading was comprised mainly of the deposit made by the Company at Banco Español de Crédito, S.A. in relation to the debt service reserve fund amounting to EUR 6,336,518 and EUR 6,112,753 in 2011. This debt service reserve fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 12 have been settled.

9. Cash and cash equivalents

The breakdown of the balance of this heading in the balance sheets at 31 December 2012 and 2011 is as follows:

2012 2011

Cash at banks 3,148,134 98,429

TOTAL 3,148,134 98,429 At 2012 and 2011 year end, the entire balance included under "Cash" is unrestricted.

10. Equity and shareholders’ equity

10.1) Share capital

The share capital at 31 December 2012 and 2011 amounted to EUR 8,361,479, represented by 301 fully subscribed and paid shares of EUR 27,779 par value each in 2012 (EUR 27,779 par value in 2011), all of the same class. The Company’s shareholders are as follows:

Percentage of ownership

Urbaenergía, S.L. 0.33 %

Energía y Recursos Ambientales, S.A. 99.67 %

Banco Español de Crédito, Banco Sabadell, Instituto de Crédito Oficial, Banco Popular, Caja Madrid, BBVA and La Caixa hold a security interest in the shares representing all of the share capital as a guarantee for the amounts owed in accordance with the financing agreement described in Note 9. Furthermore, in accordance with the conditions established in provision 14, point 3 (see Note 3) of the aforementioned financing agreement, there are restrictions on the distribution of dividends to the shareholders. In 2011 the shareholders at the respective Extraordinary General Meetings approved an increase of the Company's share capital of EUR 1,430,031 by increasing the nominal value of all of the shares comprising it. The aforementioned amount is recognised under "Other financial liabilities" in the abridged balance sheet at 31 December 2012. The respective deeds have not yet been registered at the Mercantile Registry.

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10.2) Legal reserve

Under the Consolidated Spanish Corporate Enterprises Law (Texto Refundido de la Ley de Sociedades de Capital), 10% of net profit must be transferred to the legal reserve until the balance of this reserve reaches 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount. Except as mentioned above, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that other reserves are not available for this purpose. 10.3) Equity situation

In accordance with Article 363 of the Spanish Corporate Enterprises Law, the company will be dissolved when losses incurred reduce its equity to less than one-half of its share capital, unless capital is increased or decreased by a sufficient amount, and provided that the Company does not need to declare insolvency. In accordance with Royal Decree-Law 10/2008, the valuation adjustments arising from cash flow hedges which are pending recognition in the income statement do not need to be recognised in equity for the purposes of profit distribution, capital reductions and obligatory dissolution. Furthermore, transitional provision three of Law 16/2007 on accounting reform stipulates that the participating loans regulated in article 20 of Royal Decree-Law 7/1996 are considered equity for the purposes of capital reductions and the liquidation of companies. Thus, despite the equity deficit at 31 December 2012, due to the participating loan granted by the shareholders of the Company (Note 12.2), the Company's equity for the purpose of article 363 of the Spanish Corporate Enterprises Law, is that detailed below and, therefore, the Company is not subject to dissolution at 31 December 2012.

Thousands Euros

Equity as per the abridged financial statements at 31/12/2012 (30,278,121) Minus adjustments for changes in value from cash flow hedges 12,746,065 Novation of subordinated loans (Note 7) 29,382,903 Equity at 31 December 2012 for the calculation stip ulated in article 363 of the Corporate Enterprises Law 11,850,847

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11. Derivative financial instruments

The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. As part of these transactions, the Company has arranged certain hedging financial instruments, the detail of which is as follows: 2012

Bank 2013 Notional Amount

2014 Notional Amount




Other Maturity date

Sabadell 17,056,220 16,317,402 15,528,199 14,683,197 13,779,447 44,947,722 30/06/2021 La Caixa 19,906,886 19,044,586 18,123,482 17,137,251 16,082,455 52,459,993 30/06/2021

Caja Madrid 17,587,317 16,825,494 16,011,716 15,140,403 14,208,512 46,347,306 30/06/2021 Banco Popular 15,925,509 15,235,669 14,498,785 13,709,801 12,865,964 41,967,994 30/06/2021

BBVA 17,592,132 16,830,099 16,016,100 15,144,548 14,212,402 46,359,993 30/06/2021 Banesto 15,129,233 14,473,886 13,773,846 13,024,311 12,222,665 39,869,595 30/06/2021

Classification Value

31/12/2012 Interest rate hedges 18,208,665

2011

Bank 2012 Notional Amount





Other Maturity date

Sabadell 17,772,580 17,056,219 16,317,401 15,528,199 14,683,196 58,727,169 30/06/2021 La Caixa 20,324,930 19,906,885 19,044,586 18,123,482 17,137,251 68,542,448 30/06/2021 Caja Madrid 18,325,984 17,587,317 16,825,493 16,011,716 15,140,403 60,555,819 30/06/2021 Banco Popular 15,925,508 15,235,669 14,498,785 13,709,801 12,865,863 54,833,958 30/06/2021 Banesto 15,764,661 15,129,233 14,473,886 13,773,846 13,024,311 52,092,260 30/06/2021

Classification Value

31/12/2011 Interest rate hedges 12,706,042

The Company has complied with the requirements detailed in Note 4.4 on measurement bases in order to be able to classify the financial instruments listed below as hedges. Specifically, they were formally designated as such and it was verified that the hedges are effective. The Company covers the interest rate risk on the loans taken out (see Note 10) through interest rate swaps (IRS). In IRSs interest rates are exchanged so that the Company receives a floating rate from the bank and pays a fixed rate on the same nominal amount.

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The floating interest rate received for the derivative offsets the interest payable on the hedged borrowings. The end result is a fixed interest rate payment on the hedged borrowings. The Group determines the fair value of interest rate derivatives (fixed-rate swaps or IRSs) by discounting cash flows on the basis of the implicit euro interest rate calculated on the basis of market conditions at the measurement date. The pertinent hedging relationships were designated at 31 December 2012 by the Parent and are fully effective. In these hedging relationships, the changes in the floating Euribor rate of the hedged borrowings constitute the hedged risk. At 31 December 2012, EUR (3,851,836) was recognised directly in equity in relation to the effective portion of the cash flow hedging relationships of the IRSs and had accrued interest at the aforementioned date amounting to EUR 2,772,498, which are included under "Finance costs" in the income statement for the year ended 31 December 2012 and are fully effective. In these hedging relationships, the changes in the floating Euribor rate of the hedged borrowings constitute the hedged risk.

12. Non-current and current payables

12.1) Non-current financial liabilities

The detail of “Non-current liabilities” at 2012 and 2011 year end is as follows: 2012

2011

The investment in the wind farms operated by the Company was financed through a project finance structure. These financing structures are applied to projects capable in their own right of providing sufficient guarantees to the participating financial institutions with regard to the repayment of the funds borrowed to finance them. The project's assets are financed, on the one hand, through a contribution of funds by the developers, which is limited to a given amount, and on the other, generally of a larger amount, through borrowed funds in the form of long-term debt. The debt servicing of these credit facilities or loans is supported mainly by the cash flows to be generated by the project in the future and by security interests in the project's assets.

On 1 August 2008 the Company entered into a financing agreement (syndicated credit facility) with a mortgage commitment and a pledge on rights of up to EUR 149,600,000 with Banco Español de Crédito, (agent bank), Caja de Ahorros y Monte de Piedad de Madrid, Sabadell, Banco Popular, Instituto de Crédito Oficial, BBVA and La Caixa.to finance the construction and start-up of the wind farm. This credit facility accrues interest at a floating rate

Classes Euros Categories Bank borrowings Total Accounts payable 130,268,871 130,268,871 Total 130,268,871 130,268,871

Classes Euros Categories Bank borrowings Total Accounts payable 136,072,832 136,072,832 Total 136,072,832 136,072,832

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which is calculated as an addition to the reference interest rate (Euribor) plus a spread which varies based on the period with a final maturity scheduled for 2028.On 30 June 2011, according to the modifying novation of the aforementioned financing agreement, the deadline for commencing operations is extended to 30 June 2012. In accordance with this modifying novation, at the date of preparation of these abridged financial statements for 2012, the Company has not obtained the banks' signature on the entry into service certificate. However, despite that envisaged in the clauses of the financing agreement, the Company's sole director states that the various milestones to certify the start-up of commercial operations, as defined in clause 1 of the financing agreement, have been met. Likewise, the full loan was not claimable at short term on the date of preparation of these abridged financial statements for 2012 and, therefore, the principal, amounting to EUR 130,268,871, remained classified as long term in accordance with the repayment schedule for the financing agreement under "Non-current liabilities" in the abridged balance sheet.

In accordance with the financing agreement, in addition to the basic obligation to repay the principal, interest, fees and taxes, the Company undertakes to comply throughout the term of the agreement with the obligations detailed in provision 14 (reporting obligations, affirmative covenants and the obligation to manage and distribute cash and the debt service reserve account), among which the following are included:

- Not to encumber in any way any of the assets or items of its property plant and equipment, either as a whole or one or various assets, for an amount greater than EUR 500,000.

- Maintain a senior debt/equity ratio equal to or less than 80 per cent throughout the term of the credit facility.

- Not to incur any other debt other than those mentioned, nor grant loans, guarantees, donations or any other discretional gifts.

The long-term syndicated credit facility shall be repaid according to the following schedule:

Tranche A Amortisation Tranche B Amortisation 30 June % 30 December % 30 June % 30 December % 2013 2,928,494.80 2.30300% 2,928,494.80 2.30300% 51,612.00 0.23000% 51,612.00 0.23000% 2014 3,128,136.00 2.46000% 3,128,136.00 2.46000% 55,202.40 0.24600% 55,202.40 0.24600% 2015 3,349,394.40 2.63400% 3,349,394.40 2.63400% 59,017.20 0.26300% 59,017.20 0.26300% 2016 3,582,097.20 2.81700% 3,582,097.20 2.81700% 63,280.80 0.28200% 63,280.80 0.28200% 2017 3,826,244.40 3.00900% 3,826,244.40 3.00900% 67,544.40 0.30100% 67,544.40 0.30100% 2018 4,072,934.80 3.20300% 4,072,934.80 3.20300% 71,808.00 0.32000% 71,808.00 0.32000% 2019 4,341,242.40 3.41400% 4,341,242.40 3.41400% 76,520.40 0.34100% 76,520.40 0.34100% 2020 4,104,724.80 3.22800% 4,104,724.80 3.22800% 72,481.20 0.32300% 72,481.20 0.32300% 2021 4,380,662.00 3.44500% 4,380,662.00 3.44500% 77,193.60 0.34400% 77,193.60 0.34400% 2022 4,768,500.00 3.75000% 4,768,500.00 3.75000% 84,150.00 0.37500% 84,150.00 0.37500% 2023 5,006,289.20 3.93700% 5,006,289.20 3.93700% 88,413.60 0.39400% 88,413.60 0.39400% 2024 5,319,102.80 4.18300% 5,319,102.80 4.18300% 93,799.20 0.41800% 93,799.20 0.41800% 2025 5,677,694.00 4.46500% 5,676,422.40 4.46400% 100,306.80 0.44700% 100,306.80 0.44700% 2026 6,394,876.40 5.02900% 0.00 0.00000% 106,814.40 0.47600% 4,775,456.40 22.28100% 2027 - - - - 5,114,749.20 22.7930% 5,114,076.00 22.7900% 2028 - - - - 5,198,001.60 23.1640% 0.00 0.00000%

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12.2) Current financial liabilities The detail of “Current Payables” at 2012 and 2011 year end is as follows: 2012 2011

In addition, and on the same date it signed the syndicated credit facility mentioned in Note 12.1, the Company arranged a credit facility for a maximum amount of EUR 15,000,000 with Banco Español de Crédito, Instituto de Crédito Oficial, Banco de Sabadell, Banco Bilbao Vizcaya Argentaria, Caja de Ahorros y Monte de Piedad de Madrid, Banco Popular Español and Caja de Ahorros y Pensiones de Barcelona in order to pay a portion advance of the VAT owed by the Company as a result of the construction of the wind farm. The balance of "Other financial liabilities" at 31 December 2012 is a result of the capital increases which were not registered in the Mercantile Registry (described in Note 8). Deferred payment to suppliers for commercial transactions In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, for these first financial statements prepared since the entry into force of the aforementioned law on 31 December 2012, there were balances payable to suppliers that were past due by more than the maximum legal payment period amounting to EUR 2,309,699. This balance relates to suppliers which, due to their nature, are trade payables to suppliers of goods and services, such that the information includes data relating to “Current liabilities - Payable to suppliers - Group companies” and “Current liabilities - Sundry accounts payable” in the balance sheet. The maximum legal payment period applicable to the Company according to Law 3/2004, of 29 December, establishing measures combating late payment in commercial transactions and in accordance with the transitional provisions established in Law 15/2010, of 5 July, is 85 days between the entry into force of the law and 31 December 2011, and 75 days in 2012.

Classes Current financial instruments Categories Bank borrowings Total Principal credit facility 5,960,213 5,960,213 Total 5,960,213 5,960,213

Classes Current financial instruments Categories Bank borrowings Total Principal credit facility 5,779,048 5,779,048 Interest 17,613 17,613 Total 5,796,661 5,796,661

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The following table includes the volume of payments with VAT made during the year and the volume of payments made during the period established under the law.

Payments made and payable at the closing date of th e balance sheet

31/12/2012 31/12/2011

Amount % Amount %

Within maximum legal period 817,531 7 21,609,726 99

Other 10,563,467 93 10,089 1

Total payments in the year 11,380,998 100 21,619,81 5 100

Deferred payments which at year end exceed the maximum period 10,441,039 92 282,468 3%

13. Tax matters

13.1) Current tax receivables and payables

The detail of "Current tax receivables and payables" in the balance sheets at 31 December 2012 and 2011 is as follows: Tax receivables

ASSETS 2012 2011 VAT

Income tax -

417 -

417

TOTAL 417 417

Tax payables

LIABILITIES 2012 2011 Personal income tax withholdings

Social security costs 788 785

2,026 1,243

TOTAL 1,573 3,269

13.2) Reconciliation of the accounting profit/(loss ), taxable base amount and receivables or payables

The income tax expense is calculated on the basis of accounting profit or loss, determined by application of generally accepted accounting principles, which does not necessarily coincide with the taxable profit (tax loss), the latter being understood to be the taxable base amount.

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The reconciliation of the accounting profit/(loss) for 2012 and 2011 to the corresponding income tax income and the tax asset is as follows:

Euros 2012 2011

Accounting profit/(loss) for the year before tax Financial expenses not deductible

(36,760,685) 3,271,111

- -

Taxable base amount (33,489,206) - Tax rate of 30% 10,046,762 - Withholdings and prepayments 981,333 - Income tax receivable from the tax group 11,028,095 -

The Company is included in the consolidated tax group headed by ACS Actividades de Construcción y Servicios, S.A.

13.3) Income tax income

The income tax income for 2012 and 2011 was calculated as follows:

2012 2011

Accounting profit/(loss) before tax multiplied by 30% (11,028,206) -

Total tax expense (income) (11,028,206) -

In addition, regularisations were performed in 2012 amounting to EUR 257. 13.4) Deferred tax assets

The detail of “Deferred tax assets” at 31 December 2012 and 2011 is as follows:

Balance at 31.12.2011 Additions

Balance at 31.12.2012

Temporary differences (deferred tax assets) 3,811,813 2,632,120 6,433,933 Hedging financial instruments 3,811,813 1,650,787 2,272,487

Net finance costs 981,333 646,485

Total deferred tax assets 3,811,813 2,632,120 6,433,933 The amount of the temporary differences relates to the tax effect of following items:

- The value of the derivative hedging instrument at 2012 and 2011 year end.

- The net non-deductible finance costs for the year based on Royal Decree-Law 12/2012, of 30 March, limiting the deduction of "net finance costs", in general, to a maximum of 30% of the "operating profit for the year". For these purposes, the law determines "net finance costs" as the excess finance costs with respect to the income arising from the transfer to third parties of equity incurred in the tax period. In any case, up to EUR 1 million in net finance costs for the period, without any limit, are deductible. The net finance costs which have not been deducted may be deducted in the tax periods which conclude in the immediate and consecutive 18 years, together with those of the corresponding tax period. In order to calculate the non-deductible "net finance costs" the finance costs of the

22

subordinated debt were not taken into account since they are eliminated in the consolidated tax group. In addition, in accordance with tax consolidation legislation, adjustments arising from finance costs hat is finally attributed to the Company, in determining the consolidated tax loss, will be that arising from the proportional distribution among the companies involved of the adjustment calculated in terms of the tax group, which will imply a certain reduction in the amount of the individually estimated adjustment.

The deferred tax assets indicated above were recognised because the Company's directors considered that, based on their best estimate of the Company's future earnings, including certain tax planning measures, it is probable that these assets will be recovered.

13.5) Years open for review by the tax authorities and tax audits

Under current legislation, taxes cannot be deemed to have been definitely settled until the tax returns have been reviewed by the tax authorities or until the statute-of-limitation period has expired. At 31 December 2012, the Company has the last four years open for review for all the taxes applicable to it, as well as income tax since 2007 and Value Added Tax since 2008 because it belongs to the tax group. At present, specifically, VAT from 2008 to 2010 is being reviewed. The Company's sole director considers that the tax returns for the various taxes have been filed correctly and, therefore, even in the event of discrepancies in the interpretation of current tax legislation in relation to the tax treatment afforded to certain transactions, such liabilities as might arise would not have a material effect on the accompanying financial statements for the year ended 31 December 2012 and, thus, no provision was recorded in this connection. The system for determining transfer prices is adequately designed with a view to complying with tax legislation. Therefore, transfer prices are adequately supported and there are no material risks in this connection.

14. Guarantee given to third parties

At 31 December 2012 and 2011 Parque Eólico Santa Catalina, S.L. had not provided third parties with any bank guarantees.

15. Environmental report

The Company's sole director consider that there are no material contingencies in relation to environmental protection and improvement and, therefore, did not consider it necessary to record any provisions for environmental contingencies and expenses at 31 December 2012 and 2011. The Group did not receive any environmental grants in the year ended 31 December 2012 and 2011.

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16. Income and expense

16.1) Procurements This heading corresponds mainly to the work performed by other companies in relation to the construction of the wind farm. 16.2) Other operating expenses The detail of “Other operating expenses” in the accompanying income statements for 2012 and 2011 is as follows:

Euros

Item 2012 2011 Research and development expenditure 22,698 326,863 Leases (115,877) 214,209 Independent professional services 12,009 (3,051) Insurance premiums 174,302 217,084 Banking services 512 (742) Supplies 178,357 197,779 Other services 1,395,721 410,043 Taxes other than income tax 358,783 873

Total 2,026,505 1,363,058 16.3) Finance income and costs In 2012 and 2011, "Finance income" includes EUR 2,778 and EUR 7,901, respectively, corresponding to the placement of cash surpluses. In 2012 "Finance costs" includes interest on the principal loan amounting to EUR 3,999,665, interest on the derivatives amounting to EUR 2,772,497 and interest on the subordinated debt amounting to EUR 2,019,678. In 2011 "Finance income" includes interest on the principal loan amounting to EUR 3,397,637, interest on the VAT credit facility amounting to EUR 129,028, interest on the derivatives amounting to EUR 2,640,606 and interest on the subordinated debt amounting to EUR 1,410,590.

24

17. Related-party transactions

17.1) Related-party transactions

The transactions carried out by Parque Eólico Santa Catalina, S.L. with Group companies and associates in 2012 and 2011 were as follows: 2012

Euros

Cost of materials used

and other external

expenses Finance

costs - Energía y Recursos Ambientales, S.A.

354,065

2,019,678 - Urbaenergía, S.L 698,220 - - Aldebarán S.A. 159 - Centro de Control Villadiego, S.L. 52,928 - Total 1,105,372 2,019,678

2011

Euros

Cost of materials used

and other external

expenses Finance

costs - Energía y Recursos Ambientales, S.A. - Cobra Instalaciones y Servicios, S.A.

218,821 3,300

462,106

- Urbaenergía, S.L 25,952,376 - - Aldeabarán S.A. 2,274 - Centro de Control Villadiego, S.L. 341,901 - Total 26,518,672 462,106

17.2) Remuneration of the sole director and senior executives The sole director did not receive any remuneration from the Company in 2012. The Company has not granted any loans or advances to its sole director and it does not have any pension obligations to him. The sole director has not received any advances or loans from the Company, nor has the Company provided him with any guarantees. The Company does not have any staff. The management functions are performed by the Group's management.

25

26

18. Other disclosures

18.1) Fees paid to auditors

In 2012 and 2011 the fees for financial audit services provided by the auditor of the Company’s financial statements, Deloitte, S.L., or by companies related to the auditor as a result of control, common ownership or common management amounted to EUR 5,070 and EUR 5,070, respectively. 18.2) Information on the nature and level of risk o f financial instruments

The Company's financial risk management is centralised in its financial department, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks that affect the Company are as follows: Price risk Electricity production from renewable energies in Spain revolves around a law which establishes the option of remunerating the sale freely at market price. The Company is exposed to fluctuations in the market price of electricity (pool price from 2013). However, a percentage of these prices are composed in reference to regulated tariffs (premium, incentive and reactive energy supplement) and the risk of long-term fluctuation is noticeably reduced because it is tied to various conditions. Regulatory change The Company's activities are subject to a wide range of government regulations. Any changes to these regulations could affect activities and earnings (see Note 1). Its electricity production from renewable energies is subject to a comprehensive law on tariffs and other aspects of its activities in Spain. The introduction of new laws or regulations, or the amendment of existing laws and regulations, could have an adverse or positive effect on the business activities and the results of operations Also, the current legislative framework governing the tariff review system, including the remuneration of electricity generated, constitutes the main support mechanism for the development of these renewable sources. Other external factors with an impact on the Company's business activities The Company's business activity is influenced by weather, an external factor which may adversely affect its operations, results and financial situation. Credit risk: In general, the Company holds its cash and cash equivalents at banks with high credit ratings. Liquidity risk: The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its balance sheet, together with the credit and financing facilities, in accordance with the project finance structure, detailed in Note 11 and it has the financial support of the Group to which it belongs mentioned in Note 2.2. Market risk (includes interest rate, foreign currency and other price risks):

27

Both the Company's cash and its bank borrowings are exposed to interest rate risk, which could have an adverse effect on financial results and cash flows. Therefore, Company policy is to ensure that at least 72% of its bank borrowings at any given time are tied to fixed interest rates.

19. Detail of investments in companies engaging in similar activities and of the activities carried o n by the sole director as an independent professional or as an employee. On 11 May 2012, in a deed executed before Madrid notary Mr. Segismundo Álvarez Rollo Villanova, under number 2,122 of his notary record, the appointment of Mr. Antonio Gómez Zamora as sole director of the Company is revoked. On the same date in a deed executed before Madrid notary Mr. Segismundo Álvarez Rollo Villanova, under number 2,108 of his notary record, Mr. Ramón Jiménez Serrano was appointed as an individual representative of the sole director of Energías y Recursos Ambientales, S.A. At 31 December 2012, the director did not hold any investments in non-Group companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object. Additionally, the sole director discharges the following functions at companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object. Antonio Gómez Zamora

Name of Company

Company activities

Position

Al-Andalus Wind Power, S.L.

Aldebarán Servicios de

Mantenimiento Eólico, S.A.

Aldeire Solar, S.L.

Aldeire Solar-2, S.L.

Altomira Eólica, S.L.

Andasol-3 Central

Termosolar Tres, S.L.

Andasol-4 Central

Termosolar Cuatro, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.



S.A.


the sole director, Cobra Sistemas y Redes, S.A.





S.A.





28

Andasol-5 Central

Termosolar Cinco, S.L.

Andasol-6 Central

Termosolar Seis, S.L.

Andasol-7 Central

Termosolar Siete, S.L.

Berea Eólica, S.L.

Calvache Eólica, S.L.

Carta Valley Wind Power

USA, LLC

Cobra Termosolar USA, S.L.

Cobra Solar del Sur, S.L.

Cobra Sun Power USA, INC

Centro de Control Villadiego,

S.L.

Desarrollos Energéticos

Asturianos, S.L.

Desarrollos Energéticos

Riojanos, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies








the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.





the sole director, Eyra Wind Power USA, Inc.


the sole director, Cobra Instalaciones y Servicios,

S.A.




the sole director, Cobra Termosolar USA, S.L.



S.A.

Chairman of the Board of Directors

Chairman of the Board of Directors

29

El Chaparral Wind Power,

S.L.

El Otero Wind Power, S.L.

El Recuenco Eólica, S.L.

El Robledo Eólica, S.L.

Electra de Montánchez, S.A.

Energía Sierrezuela, S.L.

Energía y Recursos

Ambientales, S.A.

Energía y Recursos

Ambientales Internacional,

S.L.

Energías Alternativas Eólicas

Riojanas, S.L.

Energías Ambientales de

Soria, S.L.

Energías Renovables de

Ricobayo, S.A.

Manchasol-1 Central

Termosolar Uno, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies


the sole director, Urbaenergía, S.L.







Individual appointed to discharge the functions of a

member of the Board of Directors, Energía y






S.A.



S.A.

Member of the Board of Directors






30

Manchasol-2 Central

Termosolar Dos, S.L.

Eólica del Guadiana, S.L.

Eólica Majadillas, S.L.

Gestión de Cargas

Inteligentes, S.L.

Extresol-1, S.L.

Extresol-2, S.L.

Extresol-3, S.L.

Eyra Instalaciones y

Servicios, S.L.

Eyra Wind Power USA, INC

Garby Aprovechamientos

Energéticos, S.L.

Infraestructuras Energéticas y

Medioambientales

Extremeñas, S.L.

La Caldera Energía Burgos,

S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies





S.A.













S.A.

Sole director



S.A.



S.A.




31

Parque Eólico Bandelera,

S.L.

Parque Eólico Buseco, S.L.

Parque Eólico Valdecarro,

S.L.

Parque Eólico Donado, S.L.

Parque Eólico La Boga, S.L.

Parque Eólico Las Tadeas,

S.L.

Parque Eólico Marmellar, S.L.

Parque Eólico Monte das

Augas, S.L.

Parque Eólico Monte dos

Nenos, S.L.

Parque Eólico Rodera Alta,

S.L.

Parque Eólico Santa

Catalina, S.L.

Parque Eólico Sierra de las

Carbas, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Joint director






S.A.














S.A.



S.A.

Joint director



S.A.




32

Parque Eólico Tesosanto,

S.L.

Parque Eólico Valcaire, S.L.

Parque Eólico Valdehierro,

S.L.

Parques Eólicos de la Región

de Murcia, S.A.

Recursos Ambientales de

Guadalajara, S.L.

Red Top Wind Power, LLC

Riansares Eólica, S.L.

Ribagrande Energía, S.L.

Sociedad de Generación

Eólica Manchega, S.L.

Somozas Energías

Renovables, S.A.

Torre de Miguel Solar, S.L.

Urbaenergía, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies













the chairman, Eyra Wind Power USA, Inc.






Joint director

Individual appointed to discharge the functions of a

member of the Board of Directors, Urbaenergía,

S.L.


the joint director, Cobra Sistemas y Redes, S.A.



S.A.

33

Urbaenergía Instalaciones y

Servicios, S.L.

Valdelagua Wind Power, S.L.

Energías Renovables

Andorranas, S.L.

Extresol 4, S.L.

Serrezuela Solar II, S.L.

Parque Eólico La Val, S.L.

Parque Eólico Cortado Alto,

S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies



S.A.





S.L.




the joint director, Cobra Sistemas y Redes, S.A.







Ramón Jiménez Serrano

Name of Company Company activities Position

Técnicas de Desalinización de Aguas,

S.A.

Construction of all types of

public and private works

Sole director

Depuradoras del Bajo Aragón, S.A. Construction and operation of a

water-treatment plant

Board member

Hydro Management, S.L.

Desalination of seawater,

exploitation of aquifer

resources and water treatment

CEO

Sociedad Aguas Residuales, Pirineos,

S.A.

Construction and operation of

infrastructures for waste water

treatment

Board member

34

Planta De Tratamiento De Aguas

Residuales Taboada S.A. (Perú)

Treatment and management of

all types of natural resources

Chairman

Cotefy, S.A. de CV. Construction and operation of

industrial facilities

Board member

Tedagua México, S.A. de CV. Construction of all types of


Sole director

Golden State Tedagua Environmental

Corporation, S.A.

Infrastructures, concessions

and constructions

Sole director (Tedagua, S.A.)

Cobra Infraestructuras Internacional,

S.A.

Gas installations

Sole director (Cobra Instalaciones y

Servicios, S.A.)

Tedagua Renovables, S.L.

Treatment and management of

all types of natural resources


Tedagua Internacional, SL

Construction of all types of



Tedra Australia PTY LTD Water desalination, distribution

and treatment

Board member

Infraestructuras Energéticas

Aragonesas, S.L.

All types of construction work

Sole director (Cobra Instalaciones y

Servicios, S.A.)

Energías Ambientales de Guadalajara,

S.L.

Renewable energies Sole director (Urbaenergía, S.L.)

Agua Tratada de Hermosillo, S.A. de

C.V.

Water desalination, distribution

and treatment

Board member

Sociedad Aragonesa de Estaciones

Depuradoras, S.A.

Water desalination, distribution

and treatment

Board member (Cobra Concesiones, S.L.)

Cobra Ingeniería de Montajes, S.A.

All types of construction and

engineering work

Sole director (ACS Servicios,

Comunicaciones y Energía, S.L.)

Cobra Thermosolar Plants, INC

Solar thermal facilities

Board member

Cobra Energy Investment, LLC

Investment company

Chairman

Cobra Great Island Limited

Industrial facilities

Chairman

Planta de Reserva Fría de Generación

de Eten, S.A.

Electricity generation and

transmission

Board member

Central Solar Termoeléctrica Cáceres,

S.L.

Construction and operation of

the solar thermal plant in

Sole director (Cobra Concesiones, S.L.)

35

Caceres

Serrezuela Solar II, S.L.

Development and promotion of

energy projects

Joint director (Cobra Concesiones, S.L.)

Torre de Miguel Solar, S.L.

Promotion, management,

design, construction and

maintenance of facilities

engaged in the production of

renewable energies

Joint director

Escal UGS, S.L.

Oil and gas storage

Board member

20. Events after the reporting period

As indicated in Note 1, Royal Decree Law 2/2013 on urgent measures for the electric system and the financial sector establishing certain adjustment to certain electricity sector costs was approved on 1 February 2013: - Updates to remunerations for electric system activities tied to the Consumer Price Index (CPI): effective

from 1 January 2013, in all of the methodologies which, being linked to the Consumer Price Index, regulate updates to remunerations, tariffs and premiums received by those subject to the electric system due to the application of the sector regulations, the aforementioned index will be replaced by the Consumer Price Index at a constant tax rate without unprocessed foodstuffs or energy products (underlying CPI which replaces the general CPI).

- From 01/01/2013 premium of the technologies are set at zero, eliminating the floor and ceiling of the

market sale option, and maintaining the tariff sale option. This royal legislative decree establishes that the owners of the facilities must choose between the sale of energy under the regulated tariff option or the option to sell freely on the market without receiving their premium. Once the option is chosen it is irrevocable. For practical purposes, this RD has determined that the wind farm will sell at a set tariff for the remaining years of its life.

In addition, on 12 July Royal Decree-Law 9/2013 adopting urgent measures to guarantee the financial stability of the electricity system was published. This new regulation establishes that, in addition to the sale of energy generated valued at market price, the facilities may receive a specific remuneration consisting of a period per unit of installed power which covers, where appropriate, the investment costs of a standard facility which cannot be recovered through the sale of energy, as well as a period for the operation which covers, where applicable, the difference between the operating costs and the revenue from the aforementioned standard facility's participation in the market. In order to calculate the specific remuneration for a standard facility, throughout its regulatory useful life and based on the activities performed by an efficient and well-managed company, the following will be taken into consideration: - The standard revenue from the sale of energy generated at the production market price. - The standard operating costs. - The standard value of the initial investment. The intention with these parameters is not to exceed the necessary minimum level to cover the costs which allow these facilities to compete on an equal basis in the electricity market and to be able to obtain reasonable

36

profitability. With regard to reasonable profitability, the royal decree establishes that it will, before tax, be based on the average performance in the secondary market of ten-year government bonds, plus the applicable margin. Additional provision one of Royal Decree-Law 9/2013 sets the appropriate spread for the facilities which qualify under the premium economic regime at 300 basis points, without prejudice to a possible revision every six years. These regulatory amendments affect the Company's business plan and their impact on the recoverable amount of the Company's assets is being evaluated as an unexpected event in 2013. A priori, the sole director considers that, based on the aforementioned updated plan, impairment will arise which will be recognised in 2013.

37

PARQUE EÓLICO SANTA CATALINA, S.L.

PREPARATION OF THE ABRIDGED FINANCIAL STATEMENTS:

Madrid, 15 July 2013

The sole director of PARQUE EÓLICO SANTA CATALINA, S.L. prepared these abridged financial statements for the year ended 31 December 2012 which will be submitted to the Shareholders' Meeting for definitive approval.

The sole director,

________________________________________ Energía y Recursos Ambientales, S.A.

Represented by: Mr. Ramón Jiménez Serrano

Documents

Santa Catalina 2012 EN - Saeta Yield · SANTA CATALINA, S.L. Abridged Financial Statements for the year ended 31 December 2012 . PARQUE EÓLICO SANTA CATALINA, S.L. ABRIDGED BALANCE