MANCHASOL 2, CENTRAL TERMOSOLAR DOS, S.L. Abridged Financial Statements for the period ended 31 December 2012

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4 MANCHASOL 2, CENTRAL TERMOSOLAR DOS, S.L. Abridged Financial Statements for the period ended 31 December 2012

5 Manchasol 2, Central Termosolar Dos S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2012 AND 2011 Euros A S S E T S NON-CURRENT ASSETS 365,755, ,024,654 Property, plant and equipment (Note 5) 348,250, ,182,762 Non-current financial investments 77,100 77,100 Deferred tax assets (Note 12) 17,428,434 10,764,792 CURRENT ASSETS 18,043,675 16,608,260 Advances to suppliers - 315,650 Trade and other receivables 3,171,443 2,271,476. Trade and other receivables 931,147 32,266. Receivable from Group companies (Note 7) 2,239,210 2,239,210. Other accounts receivable from public authorities (Note 12.1) 1,086 - Investments in Group companies and associates - 221,614. Loans to Group companies (Note 7) - 221,614 Current financial assets 14,323,318 13,187,157. Other financial assets (Note 6) 14,323,318 13,187,157 Cash and cash equivalents (Note 8) 548, ,363 TOTAL ASSETS 383,799, ,632,914 The accompanying Notes 1 to 18 are an integral part of the abridged balance sheet at 31 December 2012.

6 Manchasol 2, Central Termosolar Dos S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2012 AND 2011 Euros E Q U I T Y A N D L I A B I L I T I E S EQUITY (23,750,974) (8,182,335) Shareholders' equity (Note 10) 10,084,016 16,935,514. Share capital 18,393,818 17,653,358. Prior years' profit/(losses) (717,842) (377,117). Profit/(Loss) for the year (7,591,960) (340,727) Adjustments for changes in value (33,834,990) (25,117,849). Hedging transactions (Note 9) (33,834,990) (25,117,849) NON-CURRENT LIABILITIES 377,767, ,304,530 Non-current payables (Note 11) 315,998, ,257,797. Bank borrowings 267,662, ,375,156. Derivatives (Note 9) 48,335,700 35,882,641 Non-current payables to Group companies and associates (Note 7) 61,769,211 62,046,733 CURRENT LIABILITIES 29,783,081 29,510,719 Current payables 10,368,365 21,556,727. Bank borrowings (Note 11) 10,368,365 21,556,727 Current payables to Group companies and associates (Note 7) 16,773,711 5,474,600 Trade and other payables 2,641,005 2,479,392. Sundry accounts payable 747, ,282. Payable to suppliers - Group companies (Note 7) 1,893,194 2,316,489. Staff costs - 4,060. Other accounts payable to public authorities (Note 12.1) 737 5,561 TOTAL EQUITY AND LIABILITIES 383,799, ,632,914 The accompanying Notes 1 to 18 are an integral part of the abridged balance sheet at 31 December 2012.

7 Manchasol 2, Central Termosolar Dos S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2012 AND 2011 Euros CONTINUING OPERATIONS Revenue from sales of electricity (Note 15.1) 50,030,479 2,901,704 Other revenues - 1,874,492 In-house work on non-current assets (Note 15.2) 1,401,738 82,168,171 Procurements (Note 15.3) (516,406) (80,903,847) Staff costs (Note 15.4) (92,228) (71,020) Other operating expenses (Note 15.5) (14,665,078) (5,365,920) Depreciation and amortisation charge (Note 5) (22,335,129) (119,455) OPERATING INCOME 13,823, ,125 Borrowing costs capitalised to assets - 17,983,698 Finance income 1,692 3,428 Finance costs (Note 15.6) (24,649,180) (18,956,715) FINANCIAL RESULTS (24,647,487) (969,589) PROFIT/(LOSS) BEFORE TAX (10,824,112) (485,464) Income tax (Note 12.4) 3,232, ,737 PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING OPERATIONS (7,591,960) (340,727) PROFIT/(LOSS) FOR THE YEAR (7,591,960) (340,727) The accompanying Notes 1 to 18 are an integral part of the abridged income statement for the period ended 31 December 2012.

8 Manchasol 2, Central Termosolar Dos S.L. ABRIDGED STATEMENTS OF CHANGES IN EQUITY FOR THE PERIODS ENDED 31 DECEMBER 2012 AND 2011 A) ABRIDGED STATEMENTS OF RECOGNISED INCOME AND EXPENSE FOR 2012 AND 2011 Euros A) PROFIT/(LOSS) PER INCOME STATEMENT (7,591,960) (340,727) INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges (19,187,823) (21,875,851) VI. Tax effect 5,756,347 6,562,755 B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (13,431,476) (15,313,096) TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 6,734,764 3,182,279 XII. Tax effect (2,020,429) (954,687) C) TOTAL TRANSFERS TO PROFIT OR LOSS 4,714,335 2,227,592 TOTAL RECOGNISED INCOME AND EXPENSE (16,309,101) (13,426,231) The accompanying Notes 1 to 18 are an integral part of the abridged statement of changes in equity for the period ended 31 December 2012.

9 Manchasol 2, Central Termosolar Dos S.L. ABRIDGED STATEMENTS OF CHANGES IN EQUITY FOR 2012 AND 2011 B) ABRIDGED STATEMENTS OF CHANGES IN TOTAL EQUITY FOR 2012 AND 2011 Registered share capital Reserves / Prior years profit/(losse s) Euros Profit/(Loss) for the year Adjustments for changes in value Balance at 31 December ,653,358 (377,117) (340,727) (25,117,849) (8,182,335) Capital increases in , ,460 Capital increase expenses Distribution of 2011 profit/(loss) - (340,727) 340, Recognised income and expense - - (7,591,960) (8,717,141) (16,309,101) Balance at 31 December ,393,818 (717,842) (7,591,960) (33,834,990) (23,750,974) Total Euros Registered share capital Reserves / Prior years profit/(losses) Profit/(Loss) for the year Adjustments for changes in value Total Balance at 31 December ,559,758 (370,098) (7,019) (12,032,349) 1,150,292 Capital increases ,093, ,093,600 Capital increase expenses Distribution of 2010 profit/(loss) - (7,019) 7, Recognised income and expense - - (340,727) (13,085,500) (13,426,227) Balance at 31 December ,653,358 (377,117) (340,727) (25,117,849) (8,182,335) The accompanying Notes 1 to 18 are an integral part of the abridged statement of changes in equity for the period ended 31 December 2012.

10 MANCHASOL 2, CENTRAL TERMOSOLAR DOS, S.L. Abridged Notes to the Financial Statements for the year ended 31 December Company activities The Company was incorporated on 1 March 2007, as recorded in a public deed executed before Madrid notary Mr. Segismundo Álvarez Royo-Villanova under number 2,328 of his notary record registered in the Mercantile Registry of Madrid in volume 24,098, book 0, page 126, sheet M entry no. 1, with the company name Manchasol 2 Central Termosolar Dos, S.L. (hereinafter, Manchasol 2). The Company's registered office is at C/ Cardenal Marcelo Spínola, 10, Madrid. 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 Company's activity consists of construction and subsequent operation of the 50 MW solar thermal plant located in the municipality of Alcázar de San Juan (Ciudad Real). In June 2011 the Company commenced the provisional start-up in test mode, feeding off energy in a residual manner. The definitive registration of the plant in the Administrative Registry of Special Regime Production Facilities established in RD 661/2007 was carried out in November 2011 and the acceptance of the works and the entry into service of the solar thermal plant occurred on 27 December At the date of preparation of the abridged financial statements for 2012, the plant had reached the production levels necessary in order to pass the continuous performance test and obtained the corresponding plant completion certificate on 26 April 2013 (Note 18). On 21 December 2012, the Certificate of Representations was executed before Madrid Notary Mr. Segismundo Álvarez Royo-Villanova under number 5,333 of his notary record in relation to the start-up of the solar thermal plant's commercial operations. In it, the Company's sole director states that the various milestones for the start-up of commercial operations, as defined in clause 1 of the financing agreement, have been met. The Company's corporate year runs from 1 January to 31 December of each year. The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Cobra Sistemas y Redes, 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. 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: 1

11 - Royal Decree 661/2007, in force from 1 June The remuneration framework supporting renewable energies under the special regime for facilities which were registered in the preassignment register at 28 January 2012 was regulated up until this year by this royal decree. This royal decree stipulates two tariff regimes for solar thermal 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 solar thermal facilities, 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. - 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 were 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 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 preassignment 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 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. During 2012, the solar thermal plant invoiced under the regulated tariff option. The regulatory modifications described above were included in the Company's business plan. The sole director considers that its impact has not reduced the recoverable amount of property, plant and equipment to below its carrying amount. 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 a 2

12 new RD was published, which is described in Note 18 "Events after the reporting period", the effects of which are being assessed by the Company in order to take them under appropriate consideration in Basis of presentation of the financial statements 2.1) Regulatory financial reporting framework applicable to the Company These abridged financial statements were prepared by the sole director in accordance with the regulatory financial reporting framework applicable to the Company, which consists of: a) The Spanish Commercial Code and all other Spanish corporate law. b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007. 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 accompanying abridged financial statements, which were prepared based on the accounting records of Manchasol 2 Central Termosolar 2, S.L., are presented in accordance with Royal Decree 1514/2007 approving the Spanish National Chart of Accounts and, accordingly, present fairly the Company's equity, financial position, and results of operations for the corresponding period. The abridged financial statements for 31 December 2012 were prepared by the Company's sole director. The abridged financial statements for the year ended 31 December 2011 were approved by the shareholders at the General Meeting held on 12 March At 31 December 2012, the Company has a working capital deficiency of EUR 11,739,405. There are current balances between Group companies amounting to EUR 17,238,616 for which payment will be requested to the extent that the Company has liquid assets available. The Company's sole director prepared these financial statements in accordance with the going concern principle of accounting taking into account that it has the on-going financial support of the Group to meet the obligations it has assumed, as well as its financial commitments described in Note 11 and, therefore, it can realise its assets and settle its liabilities for the amounts and in accordance with their classification in the 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 material impact on the abridged financial statements were applied. 2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the 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 and depreciation criteria of the property, plant and equipment (Note 4.1). - The assessment of possible impairment losses on certain assets (Note 4.1). - The fair value of certain financial instruments (Note 4.3). - The recovery of deferred tax assets recognised (Note 4.3). - Financial risk management (Note 17.1). 3

13 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. 2.5) Comparative information The financial statements for 2012 are compared in all respects with the financial statements for ) 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 ) Correction of errors No material errors were detected in the preparation of the accompanying abridged financial statements leading to the restatement of the amounts included in the 2011 financial statements. 3. Allocation of profit/(losses) The allocation of 2012 profit/(loss) proposed by the Company s sole director is as follows: Euros Profit/(Loss) for the year 2012 (7,591,960) Allocation of profit/(loss): Prior years' losses 7,591,960 As stated in Note 11, 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 16, point 4 of the agreement are met. The aforementioned restrictions are: The borrower is up to date with the payment obligations that is has accepted by virtue of the agreement and the remaining financing documents; No cause for early termination has arisen and the distribution to the developers 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 is equal to or greater than 1.20 at the time the distribution is made; The amounts to be distributed to the developers do not in any case exceed the balance of the restricted drawdown account; and The plant completion certificate has been issued. 4

14 The Company did not distribute any dividends in Accounting Policies The principal measurement bases used by Manchasol 2 Central Termosolar Dos, S.L. in preparing its financial statements for 2012, in accordance with the Spanish National Chart of Accounts, were as follows: 4.1) 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 its property, plant and equipment by the straight-line method (adapted to the production over the period from its entry into service until completion of the continuous performance test) as follows: Years of Estimated Useful Life Transport equipment 6 Construction and installation 17 work Impairment of property, plant and equipment At the end of each reporting period if there are indications of impairment the Company tests the property, plant and equipment for impairment to determine whether the recoverable amount of the assets has been reduced 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. 5

15 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. 4.2) 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. 4.3) Financial instruments 4.3.1) 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 investments: 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. 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. 6

16 4.3.2) 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. 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 % 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 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. 7

17 4.4) 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 is included in consolidated tax group no. 30/90 headed by ACS Actividades de Construcción y Servicios, S.A., as well as VAT group no. 0194/08 headed by Cobra Gestión de Infraestructuras, S.L.U. 4.5) Income and expense 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. 8

18 4.6) 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 sole director considers that there are no material risks in this connection that might give rise to significant liabilities in the future. 4.7) 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 financial statements but rather are disclosed in the notes to the 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. 4.8) Current/non-current classification Balances are classified as non-current and 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. 9

19 5. 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 Balance at 31/12/2011 Euros Additions or charges for Transfers the year Balance at 31/12/2012 Cost: Land and natural resources 2,722, ,722,365 Buildings 366,459,952 1,402, ,862,647 Transport equipment 119, ,900 Total cost 369,302,217 1,402, ,704,912 Accumulated depreciation: Buildings (119,294) (22,315,142) (22,434,436) Transport equipment (161) (19,986) (20,147) Total accumulated depreciation (119,455) (22,335,129) - (22,454,584) Total property, plant and equipment, net 369,182,762 (20,932,434) - 348,250, Balance at 31/12/2010 Euros Additions or charges for Transfers the year Balance at 31/12/2011 Cost: Land and natural resources 2,722, ,722,365 Buildings ,459, ,459,952 Property, plant and equipment in the course of construction and advances 276,351,113 90,108,839 (366,459,952) - Transport equipment - 119, ,900 Total cost 279,073,478 90,228, ,302,217 Accumulated depreciation: Buildings - (119,294) - (119,294) Transport equipment - (161) - (161) Total accumulated depreciation - (119,455) - (119,455) Total property, plant and equipment, net 279,073,478 90,109, ,182,762 - The Company did not capitalise finance costs within "Buildings" in the year ended 31 December The accumulated capitalised finance costs under "Buildings" amounted to EUR 27,642,

20 The Company takes out insurance policies to cover the possible risks to which its property, plant and equipment are subject. At 31 December 2012 and 2011, the property, plant and equipment were fully insured against these risks. To secure compliance with the obligations arising from the financing agreement described in Note 9, 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. There are no fully amortised assets under the Company's property, plant and equipment at 31 December 2012 and Operating leases With respect to the land on which the solar thermal plant described in the previous note is located, the Company has entered into a lease which expires on 23 April At 31 December 2012, the future minimum lease payments under the aforementioned non-cancellable leases are as follows: 2012 Euros In one year 357,578 Two to five years 1,531,148 Over five years 12,144,490 TOTAL 14,033, Financial assets Current This heading was comprised of the deposit made by the Company at Banco Sabadell, S.A. in relation to the debt service reserve fund described in Note 11 amounting to EUR 14,323,318 in 2012 and EUR 13,187,157 in This debt service reserve fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11.1 have been settled. Non-current This heading includes a guarantee given to Gas Natural for EUR 77,100 in 2012 and

21 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: Euros 2012 Subordinated debt Interest Supplier Current account H Unregistere d share capital (Note 10) Client Current income tax VAT Cobra Sistemas y Redes, S.A. (61,769,211) (8,757,558) - (8,050) (276,600) Cobra Gestión de Infraestructuras S.L.U (6,898,454) Cobra Instalaciones y Servicios, S.A. - - (1,875,374) (656,898) - 2,239, Cobra Concesiones, S.L (922) Energía y recursos Ambientales, S.A (1,268) Centro de Control Villadiego - - (17,820) ACS Actividades de Construcción y Servicios, S.A (173,961) - Total (61,769,211) (8,757,558) (1,893,194) (666,216) (277,522) 2,239,210 (173,961) (6,898,454) 2011 Subordinated debt Interest Supplier Euros Current account Unregistered share capital (Note 10) Client Income tax Cobra Sistemas y Redes, S.A. (62,046,733) (4,734,140) - - (738,000) Cobra Gestión de Infraestructuras ,494 S.L.U. Cobra Instalaciones y Servicios, S.A. - - (2,293,545) 974-2,239, Cobra Concesiones, S.L (2,460) Centro de Control Villadiego - - (22,944) ACS Actividades de Construcción y Servicios, S.A. VAT ,146 - Total (62,046,733) (4,734,140) (2,316,489) 974 (740,460) 2,239, ,146 51,494 On 3 April 2009, Cobra Sistemas y Redes, S.A., granted the Company a subordinated loan for a maximum amount of EUR 56,015,344, and the lender recognised the priority and preference of the financing agreements over this credit facility which accrues the same interest rate as that applied to the syndicated credit facility in the same period. On 29 December 2011, Cobra Sistemas y Redes, S.A. granted the company a novation of the aforementioned subordinated loan, thereby increasing the maximum principal amount to EUR 62,046,733, and tying the interest rate to that of the financing agreement plus a spread of 2%. The subordinated loan principal shall be amortised in the periods and for the amounts established in the syndicated credit facility repayment schedule and must be fully amortised on the final maturity date (29 April 2029), provided that the subordination conditions have been met. At 31 December 2012, the shareholders have stated that they do not require a partial maturity of the subordinated loan over the coming 12 months. The Company maintains its VAT and income tax balances with the Group since it is part of the consolidated tax group. 12

22 The balances of Payable to suppliers relate to transactions in connection with work performed and services rendered. At 31 December 2012, the current account with Cobra Instalaciones y Servicios, S.A. includes the net amount of one-off cash flows which do not accrue interest and the amounts related to prepayments and income tax statements from prior years payable to the Company pending settlement, amounting to EUR 145, 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: Item Euros Cash at banks 548, ,363 Total 548, ,363 On the date indicated, the entire balance of "Cash at banks" is unrestricted. 9. Derivative financial instruments The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Within the framework of the aforementioned transactions, the Company has arranged an "interest rate swap" according to the following breakdown: Bank Initial notional amount Start date Maturity date From 30/12/2011 to 30/12/2022 Calyon 6,802,275 30/12/ /12/ % Caja Madrid 6,802,275 30/12/ /12/ % Banco Popular 6,802,275 30/12/ /12/ % BBVA 9,107,566 30/12/ /12/ % Banco Santander 12,409,390 30/12/ /12/ % Banco Sabadell 6,802,275 30/12/ /12/ % Banesto 6,802,275 30/12/ /12/ % West LB 6,802,275 30/12/ /12/ % Helaba 5,692,309 30/12/ /12/ % Total 68,022, The Company met the requirements described in Note on measurement bases in order to classify the financial instruments detailed as hedges. 13

23 The following table shows the fair value of these hedges at 31 December 2012 and 2011: 2012 Euros Liabilities 2011 Euros Liabilities Calyon 4,831,703 Calyon 3,587,158 Caja Madrid 4,831,703 Caja Madrid 3,587,158 Banco Popular 4,831,703 Banco Popular 3,587,158 BBVA 6,487,723 BBVA 4,813,820 Banco Santander 8,814,475 Banco Santander 6,544,052 Banco Sabadell 4,831,703 Banco Sabadell 3,587,158 Banesto 4,831,703 Banesto 3,587,158 West LB 4,831,703 West LB 3,587,158 Helaba 4,043,286 Helaba 3,001,821 Total 48,335,700 Total 35,882, Equity and shareholders equity 10.1) Share capital The share capital at 31 December 2012 and 2011 amounted to EUR 18,393,818 and EUR 17,653,358, respectively, represented by 301 fully subscribed and paid shares of EUR 61,109 par value each at 31 December 2012 and EUR 58,649 par value each at 31 December The Company s shareholders are as follows: Percentage of ownership Cobra Concesiones, S.L. 1% Cobra Sistemas y Redes, S.A. 99% In 2011 the Company's shareholders performed capital increases for a total of EUR 4,834,060. In 2012 a capital increase was registered in the register amounting to EUR 740,460 corresponding to 2011.Likewise the Company's shareholders performed a capital increase amounting to EUR 277,522 which is pending registration in the register and at 31 December 2012 is recognised under "Current payables to Group companies and associates" in the balance sheet (see Note 7). Banco Sabadell holds 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 11. Furthermore, in accordance with the conditions established in provision 16, point 4 of the aforementioned financing agreement, there are restrictions on the distribution of dividends to the shareholders. 14

24 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. Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose. At 31 December 2012 and 2011, this reserve had not reached the stipulated level. 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. Pursuant to Article 36 of the Spanish Commercial Code, for the purposes of profit distribution, mandatory capital reduction and mandatory dissolution as a result of losses, equity shall be considered the amount classified as such in the financial statements, plus the uncalled registered share capital, the par value and the share premiums of the registered share capital which is recognised for accounting purposes as a liability. Also for the aforementioned purposes, any adjustments for changes in value arising from cash flow hedges which have not yet been recognised in the income statement shall not be classified as equity. Consequently, the equity which can be calculated for the purposes of the aforementioned articles of the Spanish Corporate Enterprises Law is that shown below. Accordingly, the case dissolution set out in the aforementioned regulations does not apply to the Company at 31 December Euros Equity as per the financial statements at 31/12/2012 (23,750,974) Minus adjustments for changes in value from cash flow hedges 33,834,990 Equity for the purposes of capital reduction and winding up 31/12/ ,084,016 Equity at 31 December 2012 for the calculation stipulated in article 363 of the Corporate Enterprises Law 10,084,016 However, it is the intention of the Company's shareholders to convert the Company's subordinated debt into a subordinated participating credit facility in order to strengthen and restore the Company's future equity balance. 15

25 11. Non-current and current payables 11.1) Non-current financial liabilities The detail of Non-Current Payables at 31 December 2012 and 2011 is as follows: Classes 2012 Bank Derivatives Categories borrowings (Note 9) Total Accounts payable 267,662,519 48,335, ,998,219 Total 267,662,519 48,335, ,998,219 Classes 2011 Bank Derivatives Categories borrowings (Note 9) Total Accounts payable 277,375,156 35,882, ,257,797 Total 277,375,156 35,882, ,257,797 The detail of "Non-current bank borrowings" at 31 December 2012 and 2011 is as follows: Item Long-term syndicated credit facility 274,665, ,033,853 Debt arrangement expenses (7,002,968) (7,658,697) TOTAL 267,662, ,375,156 On 3 April 2009, the Company entered into a financing agreement (syndicated credit facility) with a mortgage commitment and a pledge on rights of up to EUR 298,748,500 with Banco Sabadell, (agent bank), Banco Bilbao Vizcaya Argentaria, Banco Español de Crédito, Banco Popular Español, Caja de Ahorros y Monte de Piedad de Madrid, Westlb LB AG, sucursal en España, Calyon, sucursal en España, Landesbank Hessen- Thüringen Girozentrale (Helaba) and Banco de Santander to finance the construction and start-up of the solar thermal plant. This credit facility accrues interest at a floating rate which is calculated in addition to the reference interest rate (Euribor) plus a spread which varies based on the annual debt service coverage ratio with a final maturity scheduled for 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 Not to encumber in any way any of the assets or items of its property plant and equipment, either as a w- hole or one or various assets. - Establish within a period of 12 months from completion of the works the debt service reserve fund. - Maintain a gearing ratio of 20/80. - Not to incur any other debt other than those mentioned, nor grant loans, guarantees, donations or any other discretional gifts. - Not have a debt service coverage ratio below 1.00 during two consecutive years or below 1.05 in any year. These obligations were being met at 31 December

26 The investment in the solar thermal plants 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. The long-term syndicated credit facility shall be amortised in 36 half-yearly instalments coinciding with payment dates in accordance with the following schedule: Annual Percentage to be amortised % % % % % % % % % % % % % % % % % % 11.2) Current financial liabilities On 3 April 2009, the Company arranged a credit facility for a maximum amount of EUR 25,000,000 with Banco Sabadell, (agent bank), Banco Bilbao Vizcaya Argentaria, Banco Español de Crédito, Banco Popular Español, Caja de Ahorros y Monte de Piedad de Madrid, Westlb LB AG, sucursal en España, Calyon, sucursal en España, Landesbank Hessen-Thüringen Girozentrale (Helaba) y Banco de Santander in order to pay a portion advance of the VAT owed by the Company as a result of the construction of the plant. This credit facility was repaid in full on 3 April

27 The detail of Current Payables at 2012 and 2011 year end is as follows: Short-term syndicated credit facility 10,368,365 7,241,066 VAT Credit facility - 14,200,000 Interest on main credit facility - 36,250 Interest VAT credit facility - 62,715 Interest on derivatives - 16,696 Total 10,368,365 21,556, ) Trade payables Deferred payment to suppliers for commercial transactions In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, at 31 December 2012, the Company had a balance payable to suppliers that was past due by more than the maximum legal payment period amounting to EUR 1,492,722. This balance relates to suppliers that because of their nature are trade creditors for the supply of goods and services, and therefore, it includes the figures relating to "Sundry accounts payable - Payable to suppliers and Payable to suppliers - Group companies" under current liabilities 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, was 85 days in 2011, and 75 days in The following table includes the volume of payments 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 the balance sheet 31/12/ /12/2011 Amount % Amount % Within maximum legal period 10,788,663 65% 22,056,231 23% Other 5,703,057 35% 75,718,600 77% Total payments in the year 16,491, % 97,774, % Deferred payments which at year end exceed the maximum period 1,492,722 1,372,348 18