An investment in the Notes entails certain risks. Read section III Risk Factors of the Information Memorandum.

Transcription

1 PLANTA SOLAR PUERTOLLANO 6, S.A.U. (Incorporated in Spain in accordance with the Spanish Capital Companies Act) 45,100,000 EUROS - Senior secured notes PSP6 February % senior secured notes due December 2037 (the Notes ) INFORMATION MEMORANDUM (DOCUMENTO INFORMATIVO DE INCORPORACIÓN AL MERCADO) REGARDING THE ADMISSION OF MEDIUM- AND LONG-TERM SECURITIES ON THE ALTERNATIVE FIXED-INCOME MARKET ( MARF ) PLANTA SOLAR PUERTOLLANO 6, S.A.U. ( PSP6, the Issuer or the Company ), a public limited company (sociedad anónima) incorporated under the laws of Spain, with a registered office at Princesa, 2, Madrid, registered with the Madrid Commercial Registry in Volume , Sheet 8, Page M , Entry 1, with Tax ID number (NIF) A , requests the admission (incorporación) of the Notes issued in compliance with this Information Memorandum (Documento Informativo de Incorporación al Mercado) (the Information Memorandum ) on the Alternative Fixed-Income Market (Mercado Alternativo de Renta Fija) ( MARF ). This Information Memorandum includes the information required by Annex 1-B of MARF Circular 1/2015 of 30 September on admission and removal of securities in the Alternative Fixed-Income Market ( Circular 1/2015 ). The Notes entail certain obligations for the Issuer (covenants) that are described in section VIII of this Information Memorandum (Documento Informativo de Incorporación). Application has been made for the Notes to be admitted to trading on the MARF. The MARF is a multilateral trading system and is not a regulated market, in accordance with the provisions of Directive 2004/39/EC of the European Parliament and of the Council of 21 April 2004 on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC ( Directive 2004/39/EC ). There is no guarantee that the Notes will retain their quoted price once traded on the MARF. There is no assurance that the Notes will be widely distributed and actively traded on the market because at this time there is no active trading market. The development or the liquidity of a trading market for the Notes cannot be guaranteed. The Notes are represented by book entries (anotaciones en cuenta) at Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. ( Iberclear ), pursuant to the provisions of section VIII.12 of the Information Memorandum. An investment in the Notes entails certain risks. Read section III Risk Factors of the Information Memorandum. This Information Memorandum does not constitute a prospectus (folleto informativo) approved and registered with the National Securities Market Commission (Comisión Nacional del Mercado de Valores) ( CNMV ). The issue of the securities does not constitute a public offering in compliance with article 35 of Royal Legislative Decree 4/2015 of 23 October approving the restated text of the Securities Market Act (Ley del Mercado de Valores) (the LMV, the Securities Market Act or RLD 4/2015 ), which provides for an exemption from the obligation to approve, register and publish a prospectus with the CNMV. The issue is directed exclusively to professional clients or qualified investors in compliance with article 205 of the LMV and article 39 of Royal Decree 1310/2005 of 4 November partially implementing Law 24/1988 of 28 July on the Securities Market, regarding the admission of securities to trading on official secondary markets, public offerings or subscriptions, and the prospectus required for such purposes ( RD 1310/2005 ). No action has been taken in any jurisdiction to permit a public offering of the Notes or the distribution of the Information Memorandum or any other offering materials in any country or jurisdiction in which such actions are required for those purposes. The governing body of the MARF has not made any verification or check regarding this Information Memorandum or the contents of the other documentation and information provided by the Issuer in compliance with Circular 1/2015.

2 GLOBAL COORDINATOR AND SOLE BOOKRUNNER BEKA FINANCE, S.V., S.A. The date of this Information Memorandum is 27 February

3 CONTENTS I. RELEVANT INFORMATION... 6 II. SUMMARY OVERVIEW OF THE ISSUER S BUSINESS HISTORY CORPORATE STRUCTURE INFORMATION ABOUT THE ISSUE INTEREST RATE AND PAYMENT DATES FINANCIAL INFORMATION CONCERNING THE ISSUER III. RISK FACTORS RISK FACTORS DERIVED FROM THE CURRENT ECONOMIC SITUATION SPECIFIC RISK FACTORS OF THE ISSUER AND ITS INDUSTRY AND BUSINESS Regulatory risk Risks derived from changes in the compensation parameters The business of the Issuer has a sole operating purpose Risk related to the Issuer s shareholding structure Risk of Issuer s dependence regarding external management of the Plant and non-performance by suppliers Technological risk and/or risk of operation of photovoltaic plants Risk of shortage or changes in the price of supplies Environmental risk Meteorological and natural disaster risk Risks derived from solar radiation volatility Risk of litigation and claims Risk of events not covered by the Insurance Policies Risks derived from the volatility of the market price of electricity Termination of appointment of the Manager Issuer reliance on other third parties Potential conflict of interest FINANCIAL RISK FACTORS Credit risk Liquidity risk Interest rate risk SPECIFIC RISK FACTORS RELATING TO THE NOTES Risk of non-payment or payment delays Risk of subordination and preference of claims in the event of insolvency proceedings Market risk Changes in Issuer s credit rating Loss of liquidity or representation of the securities in the market The Notes will be secured only to the limit of the value of the Security, and such Security may not be enough to comply with the obligations arising from the securities The Notes will not be secured by the Security as of the Issue Date Prepayment of the securities by the Issuer The decisions of the Syndicate of Noteholders may be contrary to those of individual Noteholders The price of the Notes may be volatile and subject to sudden and significant declines

4 4.11. Noteholders in countries with currencies other than the euro will be exposed to exchange rate risks 27 IV. STATEMENT OF RESPONSIBILITY PERSON RESPONSIBLE FOR THE INFORMATION CONTAINED IN THE INFORMATION MEMORANDUM STATEMENT OF THE PERSON RESPONSIBLE FOR THE CONTENTS OF THE INFORMATION MEMORANDUM V. FUNCTIONS OF THE REGISTERED ADVISOR OF THE MARF VI. INDEPENDENT AUDITORS NAME AND ADDRESS OF THE ISSUER S AUDITORS FOR THE PERIOD COVERED BY THE HISTORICAL FINANCIAL INFORMATION (TOGETHER WITH THEIR MEMBERSHIP IN A PROFESSIONAL BODY) IF AUDITORS HAVE RESIGNED, BEEN REMOVED OR NOT BEEN REAPPOINTED DURING THE PERIOD COVERED BY THE HISTORICAL FINANCIAL INFORMATION, PROVIDE DETAILS, IF MATERIAL VII. INFORMATION ON THE ISSUER HISTORY AND EVOLUTION OF THE ISSUER Origin and identifying details Important events in the history of the Issuer PRINCIPAL SHAREHOLDERS AND ORGANISATIONAL STRUCTURE OBJECT OF THE COMPANY ADMINISTRATIVE AND MANAGEMENT BODIES DESCRIPTION OF THE PROJECT General aspects Technical description of the Project Project Management Administration and Management Agreement Operation and Maintenance Agreement Market Representative Agreement Rental Agreement Insurance Policy Basic Information Protection Clause due to Multi-insurance Material Damages Coverage Loss of Profits Coverage Legal Framework Evolution of the legal framework REASONS FOR THE ISSUE AND USE OF PROCEEDS FINANCIAL INFORMATION Historical financial information Accounts of the Issuer Statements of the Issuer regarding the historical financial information Age of the most recent financial information Legal, administrative and arbitration proceedings Existing financing PSP Associated Debt Significant changes in the financial or trading position of the Issuer VIII. DESCRIPTION OF THE NOTES COMPLETE NAME OF THE ISSUE, DESCRIPTION OF THE SECURITIES AND CURRENCY OF THE ISSUE ISIN CODE ASSIGNED BY THE NATIONAL NUMBERING AGENCY TOTAL AMOUNT OF THE SECURITIES, NUMBER OF SECURITIES, UNIT NOMINAL VALUE AND PRICE OF THE ISSUE ISSUE AND PAYMENT DATES, SUBSCRIPTION PERIOD. PLACEMENT METHOD AND, IF APPLICABLE, UNDERWRITING OF THE ISSUE. SECURITY OF THE ISSUE Issue and Payment Dates Placement and underwriting of the Issue Security for the Issue

5 4.4. Order of priority Project Accounts and Notes Payment Account OBLIGATIONS OF THE ISSUER Reporting obligations Affirmative covenants Negative covenants Increase in costs FINANCIAL RATIOS DSCR Projected DSCR Procedure for determining the Debt Service Coverage Ratio, the value of the Generated Cash Flow and the value of the Surplus Cash Flow Impossibility of calculation BASE CASE EARLY TERMINATION OF THE ISSUE. EVENTS OF DEFAULT ECONOMIC RIGHTS CONFERRED BY THE SECURITIES, PAYMENT DATES, FINANCIAL SERVICE OF THE ISSUE Nominal interest rate and interest payments Notes repayment. Possibility and conditions for prepayment. Final repayment date Provisions regarding voluntary prepayment of the Notes by the Issuer at any time prior to the Maturity Date (Make-Whole) Repayment schedule SYNDICATE OF NOTEHOLDERS. MODIFICATION AND WAIVER LIQUIDITY COMMITMENT REPRESENTATION BY BOOK ENTRIES (ANOTACIONES EN CUENTA) AND EXPRESS APPOINTMENT OF THE COMPANY IN CHARGE OF THE BOOK ENTRY REGISTRY, ALONG WITH ITS PARTICIPATING ENTITIES Representation by book entries Restriction on free transferability of the securities APPLICABLE LAW Applicable law Spanish Courts Resolutions, authorisations and approvals by virtue of which the securities are issued LIMITATION PERIOD PAYING AGENT IX. ADMISSION OF THE SECURITIES REQUEST FOR ADMISSION OF THE SECURITIES ON THE ALTERNATIVE FIXED-INCOME MARKET. DEADLINE FOR ADMISSION TO TRADING COSTS OF ALL LEGAL, FINANCIAL AND AUDIT SERVICES AND OTHER COSTS TO THE ISSUER AND PLACEMENT COSTS AND, IF NECESSARY, UNDERWRITING COSTS ORIGINATED BY THE ISSUE, PLACEMENT AND ADMISSION OF THE SECURITIES X. THIRD PARTY INFORMATION, STATEMENT BY EXPERTS AND DECLARATIONS OF INTEREST XI. REFERENCES ANNEX I. DEFINITIONS ANNEX II. ANNUAL AUDITED ACCOUNTS FY ANNEX III. ANNUAL AUDITED ACCOUNTS FY ANNEX IV. ANNUAL AUDITED ACCOUNTS FY ANNEX V. QUARTERLY MANAGEMENT REPORT TEMPLATE ANNEX VI. TECHNICAL ADVISOR REPORT TEMPLATE ANNEX VII. BASE CASE

6 I. RELEVANT INFORMATION This Information Memorandum on the admission of medium- and long-term securities on the MARF includes information required by Annex 1-B of Circular 1/2015. Neither the Issuer nor the Placement Entity have authorised anyone to provide potential investors with information different from that included in this Information Memorandum. Potential investors should not base their decision to invest on information other than that included in this Information Memorandum. The Placement Entity does not assume any liability for the contents of the Information Memorandum. The Placement Entity has entered into a placement agreement with the Issuer, but neither the Placement Entity nor any other entity have assumed any commitment to underwrite the Issue, without prejudice to the ability of the Placement Entity to acquire a portion of the Notes on its own behalf. The governing body of the MARF has not made any verification or check regarding this Information Memorandum, or regarding the contents of the other documentation and information provided by the Issuer in compliance with Circular 1/2015. Application has been made for the Notes to be admitted to trading on the MARF. The MARF is a multilateral trading system and is not a regulated market, in accordance with the provisions of Directive 2004/39/EC. The Issuer does not guarantee that the quoted price of the Notes, once traded on the MARF, will not suffer fluctuations. The Notes are represented by book entries (anotaciones en cuenta) at Iberclear and its authorised participating entities (the Participating Entities ), pursuant to section VIII.12 of this Information Memorandum. SELLING RESTRICTIONS No action has been taken in any jurisdiction to permit a public offering of the Notes or the possession or distribution of the Information Memorandum or any other offering material in any country or jurisdiction where such action is required for that purpose. In particular: 1 European Union The Notes are only directed to qualified investors pursuant to the provisions of Article 2.1.e) of Directive 2003/71/EC. Therefore, neither the issue nor this Information Memorandum have been registered with any competent authority of any Member State. 2 Spain The issue of the Notes (i) does not constitute a public offering in Spain in accordance with the provisions of Article 35 of RLD 4/2015 and (ii) is exclusively intended for professional and 6

7 qualified investors in accordance with the provisions of Article 205 of the RLD 4/2015 and Article 39 of Royal Decree 1310/2005. Accordingly, this Information Memorandum has not been nor will be registered by the CNMV. 3 Portugal Neither the Issue nor this Information Memorandum have been registered with the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários) and no action has been taken that would be considered a public offering of the Notes in Portugal. In view of the above, the Notes issued may not be offered, sold or distributed in Portugal except in accordance with the provisions of Articles 109, 110 and 111 of the Portuguese Securities Code (Código dos Valores Mobiliários). 4 Andorra No action has been taken that might require the registration of this Information Memorandum with any authority of the Principality of Andorra. 5 Switzerland This Information Memorandum does not constitute an offer to sell or a solicitation of an offer to buy the Notes in Switzerland. The Notes issued will not be publicly offered or advertised, directly or indirectly, in Switzerland and will not be listed on SIX, the Swiss Exchange or any other Swiss market. Neither this document nor the issue or marketing materials of the Notes constitute a prospectus within the meaning of Articles 652a or 1156 of the Swiss Code of Obligations nor a listing prospectus pursuant to the Admission rules of the SIX Swiss Exchange or any other Swiss market. 6 United States This Information Memorandum must not be distributed, directly or indirectly, in (or sent to) the United States of America (pursuant to definitions of the Securities Act of 1933 of the United States of America U.S. Securities Act ). This Information Memorandum is not an offer to sell securities or a solicitation of an offer to buy any securities or an offer of securities in any jurisdiction in which such offer or sale is considered contrary to law. The Notes issued have not been and will not be registered in the United States for purposes of the U.S. Securities Act and may not be offered or sold in the United States without registration or an exemption from registration under the U.S. Securities Act. There will not be a public offering of the Notes in the United States or in any other jurisdiction. 7

8 II. SUMMARY 1. Overview of the Issuer s Business PSP6 is a company created for the purpose of producing and selling energy through the operation of a 9.9 MW photovoltaic technology energy plant located in Fuenmayor (La Rioja) (the Project ). The plant has been operating since The Company is part of a group led by Solaria Energía y Medioambiente, S.A. ( Solaria ), a company specialised in the photovoltaic industry, the shares of which have been admitted to trading on the Spanish Stock Exchange since History The Project is fully constructed and has been operating since Its history includes: The Company was incorporated on 23 August The Project commenced operation after obtaining the necessary authorisations and licences for its execution, connection and operation In July 2011, PSP6 secured financing from Bankinter S.A. for the total amount of 20 million, maturing in 2027, making it the Project s main senior debt Approval of Royal Decree-Law 9/2013 of 12 July adopting urgent measures to guarantee the financial stability of the electric system. This Royal Decree abolished the regulatory framework that applied to renewable energy and set the basis for a new regulatory framework that would be developed through the implementation of further regulation. Enactment of the new Law 24/2013 of 26 December on the Electricity Sector (the Electricity Sector Act ), which regulates the new compensation system for renewable energy Enactment of Royal Decree 413/2014 of 6 June governing the production of electric energy from renewable sources, cogeneration and waste, and Order IET/1045/2014 of 16 June approving the compensation parameters referred to in Royal Decree 413/2014, establishing the basis and the compensation parameters applicable as from 13 July On 14 November 2016, the company is transformed from a private limited liability company (sociedad limitada) into a public limited company (sociedad anónima) by virtue of a public deed executed on 14 November 2016, before the Notary Public of Madrid, Mr. Luis Maíz Cal, with number 2,046 of his records, being duly registered with the Mercantile Registry of Madrid under Volume 23,174, Page 7, Section 8, Sheet M- 415,324. 8

9 3. Corporate Structure PSP6 was established in 2006 as a company with the specific purpose of selling energy generated through the operation of a photovoltaic plant, and it maintains such purpose as its only activity. The Company has a shareholding structure revolving around its sole shareholder, Solaria Energía Generación Renovable, S.L. ( Solaria Generación ). Solaria Energía y Medio Ambiente S.A. 100% Solaria Energía Generación Renovable S.L. 100% Planta Solar Puertollano 6 S.A.U. 4. Information about the Issue This summary of the Issue contains basic information and is not intended to be a complete source of information, and may be subject to limitations and exceptions that are described below in this Information Memorandum. All information regarding the Issue can be found in section VIII Description of the Notes. Issuer Issue amount Planta Solar Puertollano 6, S.A.U. Forty-five million one hundred thousand euros ( 45,100,000) of face value. Four hundred and fiftyone (451) Notes with an initial face value of 100,000 euros in only one class or series. The initial face value will be gradually reduced in accordance with the repayment schedule. Name of the Issue Senior secured notes PSP6 February 2017 Pricing date 22 February 2017 Issue Date 22 February

10 Disbursement Date 27 February 2017 Maturity Date 31 December 2037 Economic rights of the Noteholders Order of priority The interest of the Notes will be a fixed interest rate equal to 3.75 percent per annum and will be payable monthly. The interest of the Notes will accrue daily on a 30/360 basis unadjusted. The first interest accrual period will start on the Disbursement Date. The Notes constitute direct, senior and unconditional obligations of the Issuer. The order of priority for payment of the Notes is described in section VIII.4.4. of this Information Memorandum. Credit rating of the Issuer Security of the Issue Redemption of the Notes Partial prepayment of the Notes On 12 December 2016, the agency AXESOR CONOCER PARA DECIDIR, S.A. assigned the Issuer a credit rating of BBB- with a stable outlook. The Issue will be backed by the following security: (i) a pledge of the shares of the Issuer; (ii) a pledge of the credit rights of the Issuer arising from the Material Agreements; (iii) a pledge of the credit rights arising from the Project Accounts; and (iv) a promissory mortgage, chattel mortgage or pledge, depending on the nature of the asset to be encumbered in favour of the Noteholders. The Security could be granted on the Disbursement Date. If the Security were no granted on the Disbursement Date, the Security would be granted within a maximum of fifteen (15) Business Days from the Disbursement Date, which may be extended by the Commissioner for another fifteen (15) Business Days in accordance with section VIII.4.3. According to the schedule for the payment of interest and repayment of the Notes (see section II.5.), the initial unit face value of 100,000 euros will be gradually reduced in accordance with the repayment schedule. All of the events in which a partial prepayment will take place are described in section VIII of this Information Memorandum. 10

11 Early maturity of the Notes Issuer s Obligations In addition to the non-payment of any amounts due under the Notes, there are certain circumstances that, if not remedied upon the established terms, will trigger the early maturity of the Notes. Those circumstances, described in section VIII.8 of this Information Memorandum, include a breach of reporting obligations by the Issuer or any other obligations the Issuer may have. The Issuer has limitations and obligations regarding: Permitted indebtedness. Cash distributions to the shareholders. Specific information and calculation of ratios. The complete list of Issuer s Obligations is set forth in section VIII.5. Restrictions on free transferability Pursuant to Circular 1/2015, the Notes are directed exclusively to professional clients or qualified investors. The Notes may be freely transferred by any means approved by Law and in compliance with the rules and regulations of the MARF, on which market the Notes will be admitted to trading. See section VIII Paying Agent BEKA FINANCE, S.V., S.A. Account Bank Will be the provider of the bank accounts owned by the Issuer into which all of the Project s proceeds will be deposited. The Account Bank shall be an institution having an investment grade credit rating issued by both 'Moody s Investors Service and Fitch Ratings Ltd. Said Account Bank may be replaced, if necessary, pursuant to section VIII of this Information Memorandum. If at any time during the life of the Notes the Account Bank does not have the required credit rating, the Issuer shall propose a replacement Account Bank that complies with this rating requirement within a period of sixty (60) Calendar Days to the Commissioner, who will seek approval for the replacement Account Bank from the General Meeting of Noteholders. Regarding the previous, the 11

12 Issuer undertakes to open the referred bank accounts as soon as feasible after the Issue Date and, in any case, no later than on the date on which Security of the Issue is granted according to the present Information Memorandum. Commissioner Applicable Law Risk factors Use of proceeds Bondholders, S.L. The securities have been issued pursuant to Spanish Law. See Applicable Law in section VIII.13. Investing in the Notes entails certain risks. Investors should read the Risk Factors included in section III of this Information Memorandum for a detailed description of the risks associated with this transaction that should be considered before making an investment. Optimisation of the Company s financial structure and adaptation to new market conditions. Moreover, the aim is to diversify the Company s financing sources. Specifically, the funds will be used cancel the Project Finance Debt, to cancel the Derivatives, to cancel the Associated Debt, reduce the share premium and reduce the Subordinated Debt. 5. Interest rate and Payment Dates See the flow chart for the Issue included in subsection of section VIII of this Information Memorandum. 6. Financial Information concerning the Issuer A summary of the information contained in the audited individual annual accounts of the Issuer for the years ended 31 December 2016, 31 December 2015 and 31 December 2014 is included in this section, prepared in accordance with applicable commercial legal provisions and the provisions of the Spanish General Chart of Accounts (Plan General de Contabilidad) approved by Royal Decree 1514/2007 and the amendments made by Royal Decree 1159/2010 (collectively, the Spanish GAAP ). The annual accounts corresponding to financial year 2014 have been audited by MAZARS Auditores, S.L.P. and those corresponding to financial years 2015 and 2016 have been audited by Ernst & Young, S.L. Mazars was appointed as the auditor of the Company for financial year During such financial year, Mazars did not resign nor was it removed from its duties as the Company s auditor. 12

13 After the end of Mazars three years engagement, Solaria Generación, in its capacity as sole shareholder of the Company, decided on 30 June 2015 to appoint Ernst & Young, S.L. as the auditor of the Company s accounts for an initial 3-year period. There have been no discrepancies regarding the transfer of the Issuer s audit from Mazars to Ernst & Young, S.L. Certain data contained in this Information Memorandum (Documento Informativo de Incorporación), including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum of the numbers in a column or a row in tables may not conform exactly to the total figure given for that column or row or the sum of certain numbers presented as a percentage may not conform to the total percentage given. Audited Income Statement for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) CONTINUING OPERATIONS Net turnover 6,257 6,307 6,180 Sales 6,257 6,307 6,180 Other operating income Accessory income and other income from current management Other operating expenses -1,453-1,505-1,357 External services , Taxes Losses on, impairment of and change in trade provisions Amortisation and depreciation of fixed assets -1,836-1,833-1,819 Impairment and income from the disposal of fixed assets 5,000 2,472 1,965 Impairments and losses 5,000 2,472 1,965 OPERATING PROFIT 8,320 5,518 5,209 Financial income From tradable securities and other financial instruments From third parties Financial expenses -1,953-2,178-2,271 From debts with group or related companies ,088-1,097 From debts with third parties -1,047-1,090-1,174 FINANCIAL PROFIT -1,953-2,178-2,271 INCOME BEFORE TAXES 6,367 3,340 2,938 Taxes on profits PROFIT FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS 6,367 2,406 2,135 Audited Statement of Financial Position for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) 13

14 NON-CURRENT ASSETS 48,152 44,920 44,309 Material fixed assets 47,561 44,397 43,596 Technical facilities and other material fixed assets 47, ,596 Current fixed assets and advance payments Assets from deferred taxes CURRENT ASSETS 6,792 6,815 8,945 Commercial debtors and other accounts receivable 1,710 1,470 2,847 Clients for sales and services 1,669 1,394 2,805 Other debt held with public administrations Short-term investments in group companies Loans to group companies Short-term accruals Cash and other equivalent liquid assets 5,065 5,330 5,926 TOTAL ASSETS 54,942 51,735 53,255 Net equity 10,708 4,545 1,570 Own funds 12,482 6,115 3,708 Capital Registered capital Issue premium 11,292 11,292 11,292 Reserves 2, Legal Other reserves 2, Previous financial years -7,856-7,856-9,970 Total for financial year 6,367 2, Adjustments for changes in value 1,774-1,570-2,139 NON-CURRENT LIABILITIES 40,339 41,657 47,104 Long-term debts 16,387 17,087 19,148 Debts with credit institutions 14,475 15,440 16,295 Derivatives 1,912 1,647 2,853 Long-term debts with group and related companies 23,952 24,570 27,956 CURRENT LIABILITIES 3,895 5,533 4,582 Short-term debts 1,432 1, Debts with credit institutions Derivatives Debt with group and related companies 2,148 3,721 2,737 Commercial creditors and other accounts payable Suppliers Various creditors Other debts with public administrations TOTAL NET EQUITY AND LIABILITIES 54,942 51,735 53,255 Audited Statement of Cash Flows for the financial years ended 31 December 2016, 31 14

15 December 2015 and 31 December 2014 (in thousands of euros) Notes CASH FLOW FROM OPERATING ACTIVITIES Total for financial year before taxes 6,367 3,340 2,938 Adjustment of total -1,211 1,538 2,125 Amortisation and depreciation of fixed assets 1,856 1, Value adjustments due to impairment and other losses -5,000-2,472-1,965 Financial expenses 1,953 2,177 2,271 Changes in current capital ,246 Debtors and other accounts receivable ,376-1,651 Other current assets -4-5 Creditors and other accounts payable Other cash flow from operating activities -1,009-1,090-1,158 Interest payments -1,009-1,090-1,158 Cash flow from operating activities 3,757 4,683 2,659 Investment Payments Material fixed Assets Cash flow from investment activities CASH FLOW FROM FINANCING ACTIVITIES Collections or payments for financial liability instruments , Debts with credit institutions Debt with group or related companies - -4,265 - Payment cash surplus generated in ,095 Cash flow from financing activities -4,022-5, NET INCREASE / DECREASE IN CASH OR EQUIVALENTS ,608 Cash or equivalents at the beginning of the financial year 5,330 5,926 4,318 Cash or equivalents at the end of the financial year 5,065 5,330 5,926 15

16 III. RISK FACTORS Before making a decision to invest in the Notes, all of the information contained in this Information Memorandum, as well as the risks included below related to PSP6 and its activity sector and those regarding the Notes should be taken into account. The materialisation of any of these risks could have a negative impact on the business, results or financial position of the Issuer, and thus on the Notes. Moreover, additional risks currently unknown or not considered relevant by the Issuer could materialise in the future and negatively affect the business, results and financial position of the Issuer or the Notes, which, in the latter case, could cause a partial or total loss of the investment made. Potential investors should carefully consider the risks described below, together with the other information contained in this Information Memorandum, before making any decision with respect to the Notes. 1. Risk factors derived from the current economic situation The Spanish renewable energy industry is a regulated sector, which has been highly dependent on public finance due to the entitlement of energy companies to compensation for their lack of income vis-à-vis the investments made in production capacity, which engendered a rising public debt starting in the year However, since 2008 and in view of the decision of the government to eliminate the deficit generated by the electric system each year, changes in regulation have been made that greatly reduced the renewable energy sector s dependence on government financing. As explained below, the renewable energy sector is influenced by the economic situation, as this influences (i) the yield of the 10-year Spanish Government Bonds; (ii) energy prices in the wholesale market; and (iii) the equilibrium between income and expenses of the electric system. The Spanish economy reached a GDP of 3.2% in 2015 and, although official figures for the year-ended 2016 are not published yet, the forecast for 2016 is 3.2% on annual growth. The good period that the Spanish economy is currently experiencing is not free of risks, which are the result of an unstable international environment, both economically and politically. International trade, upon which Spain is highly dependent, shows deteriorating performance at the end of the current year, which detracts from domestic growth. Likewise, the gradual increase in the price of oil, deflation, and the political fragmentation in both Spain and Europe are aspects that could pose difficulties in the future. As indicated above, a significant portion of the income to be received by renewable energy facilities starting from 2020 onwards will be directly linked to the yield of 10-year Spanish Government Bonds over the two previous years (2018 and 2019) plus a 300 basis point margin, which may be modified (see risk factor Risks derived from change in the compensation parameters ). 16

17 Another portion of the income is derived from the energy price on the wholesale market. This market features, among other factors, a certain volatility in the global level of demand for energy from the system, which in turn is affected by the country s economic activity. In 2015 the electricity sector experienced a 1.9% increase in energy demand compared to 2014, and another 0.8% increase is expected for the year-ended 2016 compared to 2015, thus breaking the downward trend of the previous four years. A decrease in demand would have negative consequences regarding the financial sustainability of the system, given that more than onehalf of the sector s costs are fixed. Furthermore, in 2015 the Ministry of Industry decided to freeze the regulated portion of the fees, so that electricity prices will depend solely on the prevailing prices in the wholesale market. Finally, Law 24/2013 of 26 December on the Electricity Sector introduced the principle of self-sustainability as a key aspect in the system s operating mechanisms, requiring that income cover the costs and establishing adjustment mechanisms to achieve a balance, which mechanisms include, amongst others, the possibility of delays in payments for renewable energy. The income and expenses of the system depend on both demand and energy generation costs, which in turn depend on the general economic situation. 2. Specific risk factors of the Issuer and its industry and business 2.1. Regulatory risk. The photovoltaic sector is highly regulated. As a photovoltaic facility, the Project must comply with various rules and regulations pursuant to Spanish law. The Issuer and electric energy production facilities are subject to strict rules regarding the construction and operation of facilities (including rules and regulations regarding the acquisition or usage of land, obtaining governmental authorisations, environmental protection and energy production). As of the time of this document, some of the most relevant national rules and regulations regulating the photovoltaic activity are Law 54/1997, RD 1955/2000, RD 661/2007 and RD 1565/2010 (non-exhaustive list). If the facilities fail to comply with applicable rules and regulations, the Issuer could face the revocation of the governmental authorisation granted and/or the loss of the special compensation system and/or be subject to penalties, including fines or criminal penalties. Moreover, the Plant s income is regulated by Royal Decree 413/2014 of 6 June governing electric energy production from renewable sources, cogeneration and waste, and Order IET/1045/2014 of 16 June approving the compensation parameters, applicable since 13 July PSP6 s generation activity is also subject to various external costs, defined by rules and regulations, such as taxes on the production value of electric energy established by Law 15/2012 of 27 December on tax measures for energy sustainability, the taxable base or rate of which, currently 7%, could change in the future. 17

18 Additionally, electric energy producers are subject to the payment of access fees for transmission and distribution networks pursuant to Royal Decree 1544/2011 of 21 October, which establishes the fees for transmission and distribution network access that electric energy producers must pay, which as of the date of this Information Memorandum is 0.5 euros/mwh and which may also change in the future. The Issuer cannot guarantee that there will not be any modifications to the current rules and legal provisions regarding both income and costs, which, if significant, could have a material adverse effect on the business, financial condition and results of operations of PSP Risks derived from changes in the compensation parameters. As described in section VII.5.5 of this Information Memorandum, the regulatory framework applicable to the Spanish renewable energy sector determines the Plant s income considering several compensation parameters, such as the standard income from sales of energy at market price, standard operating costs and profitability over the standard value of the initial investment. Depending on the specific compensation parameters defined in Section VII.5.6., the rules and regulations provide that said parameters will remain fixed for a period of either three (3) or six (6) years, after which they will be reviewed using the specified mechanism. According to the current regulatory framework, there are three-year periods, each known as regulatory half-periods, after each of which the compensation parameters Ro and Rinv, may be reviewed, considering the expected market price for the next period and any deviations that may have occurred during the previous period. There are also six-year periods, each known as regulatory periods, after each of which the compensation parameters Ro and Rinv may be modified according to the evolution of the interest rate of the 10-year Spanish Government Bonds plus a margin. The value of the initial investment and the duration of the regulatory useful life will remain unchanged throughout the life of the Project. Therefore, there is a risk of variation in the parameters of the plants compensation based on changes in the yield on 10-year Spanish Government Bonds, as well as the regulatory parameters themselves, which might be changed by the Ministry of Industry, Energy and Tourism The business of the Issuer has a sole operating purpose. The purpose of the Issuer is the operation of a single photovoltaic plant, the Project. For that reason, both its business and its resources are limited to the operation of said plant. As from the Issue of the Notes, the main source of revenues to fulfil the obligations under the Issue will be the income generated by the Project. The Issuer cannot guarantee that modifications to the current rules and legal provisions will 18

19 not be made, regarding both income and costs, which, if significant, could have a material adverse effect on the business, financial condition and results of operations of PSP Risk related to the Issuer s shareholding structure. As described in section VII.2. of this Information Memorandum, the Issuer s shareholding structure is limited to a sole shareholder, Solaria, which leads the Solaria group. Given that Solaria has several lines of business and interests in different geographic areas, a situation could arise in which Solaria s interests, as sole indirect Shareholder, may be in conflict with the Issuer s interests. Besides being the sole shareholder, Solaria is also a provider of services to the Issuer, given that it is the counterparty to the Operation and Maintenance Agreement and the Administration and Management Agreement, which could also contribute to a possible conflict of interest between Solaria, as service provider, and the Issuer, all of which could have a negative effect on business, financial condition and results of operations of PSP Risk of Issuer s dependence regarding external management of the Plant and nonperformance by suppliers. On the Issue Date of the Notes covered by this Information Memorandum, the Issuer has outsourced the management of the Project to Solaria under the Operation and Maintenance Agreement and the Administration and Management Agreement, and it also depends on agreements signed with other providers, referred to in this document as the Material Agreements, each having their own counterparties or providers. Any situation giving rise to a breach of the agreements, as well as the replacement of existing counterparties, if necessary, and the difficulty or the inability of the Issuer to find a counterparty for them that can fulfil the required conditions, could have a negative impact on the business, results and the financial condition of PSP Technological risk and/or risk of operation of photovoltaic plants. The operation of photovoltaic plants can be a process involving moderate technical and administrative complexity and requiring a certain degree of attention, resources and knowledge. Despite the appropriate operation, maintenance and management of the plant, damage may be caused to and problems may arise in the technical facilities, which could prove difficult to solve and leave the equipment totally or partially out of operation, either temporarily or indefinitely. In addition to a reduction in income as a consequence of a decrease in generation, the repair or replacement of said equipment can generate expenses that could have negative effects on the business, financial condition and operating results of PSP6, affecting the resources it generates to fulfil the obligations derived from the issue of the Notes covered by this Information Memorandum Risk of shortage or changes in the price of supplies. The Issuer s business depends on the availability of supplies, equipment, material and/or 19

20 labour, the prices of which could change and the availability of which could decrease during the life cycle of the Issue. These price changes or supply shortages could affect the Project s profitability Environmental risk. PSP6 is required to comply with state, autonomous community and local rules and regulations regarding the protection of the environment. In the event of failure to comply with current and future environmental rules and regulations, PSP6 could be forced to pay considerable penalties or even abandon the business. Some of the plant s equipment, such as the transformers, contain oil, and in the event of a failure or an accident and regardless of all preventive measure (oil leak or fugas de aecite) installed, discharges can occur leading to soil contamination. The Plant must also comply with the conditions and requirements established in its Environmental Impact License Meteorological and natural disaster risk. Adverse meteorological conditions as well as natural disasters, accidents and other unforeseeable events can cause delays in repairs or maintenance at the Plant, affecting its operation, causing negative effects on the business, the financial position and the results of PSP6 s operations, and thus affecting the income it generates to fulfil the obligations derived from the issue of the Notes covered by this Information Memorandum Risks derived from solar radiation volatility. Energy production at solar plants is directly linked to the solar resources available. More solar resources mean more electric energy production and therefore more income from market sales and remuneration for operations as defined by the regulations. The average annual estimated energy production for the plant is calculated based on historical irradiation data. However, it is possible for solar irradiation to vary from one year to the next, directly affecting the plants income Risk of litigation and claims. PSP6 may be involved in litigation and claims because of its activities, the results of which are difficult to predict. At present, there are no records of the Company being involved in any litigation or claims, or being liable to pay any amounts as a result of the outcome of previous claims of litigation Risk of events not covered by the Insurance Policies. Even considering that the Issuer has the obligation to take out the Insurance Policies established as part of the Material Agreements, unforeseeable events not covered by said 20

21 policies could still occur as described in section VII.5.4. of this Information Memorandum. The occurrence of such unforeseeable events could have negative effects on the business, financial condition and results of operation of PSP6, affecting the income it generates to fulfil the obligations derived from the issue of the Notes covered by this Information Memorandum Risks derived from the volatility of the market price of electricity. In addition to the incentives included in the rules and regulations, a portion of the compensation received is linked to the market price of electricity, which may vary during the life cycle of the Issue. Market prices can be volatile and are subject to multiple factors such as: (i) the cost of the commodities used as a primary energy source; (ii) demand from end consumers; (iii) the availability of renewable resources (wind, solar, hydraulic energy, etc.); and (iv) the price of greenhouse gas emission rights Termination of appointment of the Manager. In the event of termination of the appointment of the Manager due to the occurrence of an event of termination under the Administration and Management Agreement, the Issuer would need to appoint a replacement manager. The appointment of the replacement manager is subject to the condition, inter alia, that such replacement manager is capable of administering the Project Accounts and performing the services of Manager. There is no certainty that it would be possible to find a replacement or a replacement with satisfactory standing and experience, who would be willing to act as manager on the terms of the Administration and Management Agreement. In order to appoint a replacement manager it may be necessary to pay higher fees than those paid to the Manager, and depending on the level of fees payable to any replacement, the payment of such fees could potentially adversely affect performance of the Issuer's obligations under the Notes Issuer reliance on other third parties. The Issuer is also party to agreements with a number of other third parties who have agreed to perform services in relation to the Notes. In the event that any of such parties fails to perform their obligations under the respective agreements to which they are a party, payments on the Notes may be adversely affected Potential conflict of interest. Each of the transaction parties (other than the Issuer) and their affiliates in the course of each of their respective businesses may provide services to other transaction parties and to third 21

22 parties, and in the course of the provision of such services conflicts of interest may arise between such transaction parties and their affiliates or between such transaction parties and their affiliates and third parties. Each of the transaction parties (other than the Issuer) and their affiliates may provide such services and enter into arrangements with any person without regard to or constraint resulting from any such conflicts of interest arising as a result of it being a transaction party. 3. Financial risk factors 3.1. Credit risk. PSP6 s credit risk depends mainly on the payment capacity of the counterparties with respect to which PSP6 has or may have exposure regarding the Project s operations. The counterparties with respect to which PSP6 has exposure are the CNMC, the Market Representative, the insurance company and the credit institution(s) that hold the Company s accounts. The credit risk of the sole activity of the Company is not significant because the Issuer s main client is the CNMC. Under Law 24/2013 of 26 December on the Electricity Sector, the economic and financial sustainability of the electric system is established as a guiding principle, understood to mean the capacity to cover all of its costs using its own income. The system s costs include the specific compensation system for generation activities from renewable energy sources, pursuant to which PSP6 receives compensation. The aforementioned Law also regulates possible temporary imbalances between the system s income and costs. For that purpose, the concept of imbalance is defined, and such imbalances by income deficit are limited in such a way that their amount will not exceed 2 per cent of the estimated income for that financial year and the accrued debt for imbalances will not exceed 5 per cent of said income. If said limits are not met, the corresponding fees or charges will be revised. The part of the imbalance not offset by increasing fees and charges will be financed by the settlement system parties in proportion to the collection rights for the activity carried out. The amounts contributed for this reason will be paid back under the settlements corresponding to the following five years, for which purpose an interest rate is used. If there is any surplus income, it will be used to offset imbalances from previous years, and as long as there are pending debts from previous years, the access fees or charges will not be revised downwards. The portion of the income corresponding to energy sold at market price is collected through the Market Representative. The Issuer has a credit risk derived from the inability of the Market Representative to timely fulfil its payment obligations to the Issuer, which risk is mitigated in part in the corresponding agreement by means of two guarantees provided by the Market Representative and issued by Millenium Seguros for the total amount of 55,000 euros. 22

23 3.2. Liquidity risk. Liquidity risk is the probability of the Issuer being unable to fulfil its financial obligations in the short term. The Issuer does not have significant financial obligations in the short term, other than those derived from this Issue. Hence, when assessing the Issuer s liquidity risk, it is important to consider that it does not have significant short-term financing, that repayment of the Notes (as sole senior financing) has been matched to the income generation capacity reasonably estimated over time, and that the Project has a Debt Service Reserve Account Interest rate risk. Interest rate risk is the probability of changes in market interest rates causing the Issuer to fail to fulfil its financial obligations. Hence, there is interest rate risk because, although the Notes have been issued at a fixed interest rate, which would mean they are not subject to interest rate variations, a large portion of the Project s income is linked to the yield on Spanish Government Bonds, which is reset every 6 years as established in section III Specific risk factors relating to the Notes 4.1. Risk of non-payment or payment delays. This is the risk of financial loss due to the Issuer s failure to comply with its payment obligations or to a delay in the fulfilment of such obligations. Creditworthiness is measured by a company s ability to comply with its financial obligations, which can decrease if debts increase or financial ratios worsen. Notwithstanding the foregoing, the Notes will be secured by: (i) a pledge of the shares of the Issuer; (ii) a pledge of the credit rights of the Issuer arising from the Material Agreements; (iii) a pledge of the credit rights arising from the Project Accounts; and (iv) a promissory mortgage, chattel mortgage or pledge, depending on the nature of the asset to be encumbered in favour of the Noteholders Risk of subordination and preference of claims in the event of insolvency proceedings. This is the risk of suffering a financial loss if the Issuer is subject to insolvency proceedings (concurso). 23

24 The securities issued will be preferred claims (créditos privilegiados) in the event of insolvency, since the obligations arising from the Notes will be secured by the Security. Once the proceeds from enforcement of the Security have been used, the additional obligations of the Issuer under the Notes not covered by such proceeds will be deemed to be ordinary claims, which rank below claims against the insolvency estate (créditos contra la masa) and preferred claims (créditos privilegiados) and above subordinated claims (créditos subordinados), pursuant to the priority of claims established by Law 22/2003 of 9 July on Insolvency (the Insolvency Act ) Market risk. This is the risk generated by changes in the market s general conditions vis-à-vis the conditions applicable to the investment. The issues of fixed-income securities are subject to possible price fluctuations in the market, mainly due to changes in interest rates and the duration of the investment. Therefore, an increase in interest rates in the market could decrease the market price of the securities, which would thus be traded at a lower value than their subscription or purchase price. Therefore, once the securities are admitted to trading on the MARF, the market price thereof may rise or fall depending on market conditions; the price thereof could even be lower than the subscription price, causing losses for investors who want to sell their securities Changes in Issuer s credit rating. On 12 December 2016 AXESOR (AXESOR CONOCER PARA DECIDIR, S.A.) assigned the Issuer a credit rating of BBB-, with a stable outlook. Pursuant to AXESOR nomenclature, a BBB- rating means more than adequate capacity to fulfil its financial obligations. The ratings assigned by rating agencies are a way to measure risks. In the market, investors demand more yield as risk rises, which would cause securities to lose market liquidity and lose value in the event of a downgrade in their credit rating. The rating only reflects the view of the rating agency at the time of the assessment, and takes into consideration the credit rating of the Issuer, as well as the structural characteristics and other aspects of the issue. However, the rating may not reflect the potential impact of risks related to structure, market and other factors in the valuation of the Notes. The risk of a change in the Issuer s credit rating provided by rating agencies could materialise due to the credit rating being revised upwards or downwards, suspended or even withdrawn by the rating agency. A review by the rating agencies to downgrade, suspend or withdraw the ratings could alter the value of the securities. Credit ratings of the Notes are not a recommendation to buy, 24

25 subscribe, sell or hold securities and will depend, among other circumstances, on certain characteristics of the business and financial condition of the Issuer Loss of liquidity or representation of the securities in the market. This is the risk of market operators not finding a counterparty for the securities. Broad distribution and active trading of the Notes cannot be guaranteed with respect to the securities covered by this Information Memorandum. The admission of the Notes to trading on the MARF does not guarantee the development of a liquid secondary market for the securities, which could impair the sale thereof by investors wishing to dispose of the securities at any given time The Notes will be secured only to the limit of the value of the Security, and such Security may not be enough to comply with the obligations arising from the securities. In the event of non-payment of the Notes, the Noteholders may enforce the Security described in section VII.4.3, which would allow for the recovery of an amount equal to the value of the Security provided to secure the payment of the Notes. There has been no appraisal of the Security and there is no obligation to increase the value of the Security if it proves insufficient. The funds obtained from the enforcement of any Security may not be sufficient to satisfy, or may even be substantially lower than, the amounts due under the Notes. The value of the Security and the amounts received from the enforcement thereof will depend on various factors, including the possibility of enforcing the Security by means of an ordinary procedure or the economic conditions of the place where the enforcement occurs. In the event that the funds obtained from the enforcement of the Security are not sufficient to repay all amounts due under the Notes, the Issuer will still be liable to the Noteholders for the amounts due and not recovered from the proceeds of such enforcement The Notes will not be secured by the Security as of the Issue Date The Notes will be secured by the Security described in section VIII.4.3. The Security will be provided as soon as possible, upon cancellation of the security and/or guarantee for the Project Finance Debt, the Derivatives and the Associated Debt. The Security is expected to be provided on the Disbursement Date and if it were not the case, the Security would be granted within a maximum of fifteen (15) Business Days from the Disbursement Date, which may be extended by the Commissioner for another fifteen (15) Business Days in accordance with section VIII

26 In this regard, the security and/or guarantees provided to the Financial Institutions for the Project Finance Debt, the Derivatives and the Associated Debt must first be cancelled in order to provide the Security to the Notes. Although the security and/or guarantee linked to the Project Finance Debt, the Derivatives and the Associated Debt will be automatically cancelled upon voluntary prepayment, the Issuer will request the Financial Institutions to execute the appropriate cancellation documents in order to formalise the cancellation of the existing security and/or guarantee as soon as possible. Based on the foregoing, the provision of the Security will depend on the proper repayment of the Project Finance Debt, the Derivatives and the Associated Debt and the cooperation of the existing creditors, if applicable. For these purposes, PSP6 has already been authorised by Bankinter to issue the Notes and repay the Project Finance Debt, the Derivatives and the Associated Debt with the funds obtained from the Issue. Therefore, PSP6 has informed the Financial Institutions of its intention to carry out the voluntary prepayment of said debt, as well as the cancellation of the corresponding securities and/or guarantees. After such repayment has been made, the financial entities must provide the Issuer with a debt payment letter or notice. Failure to provide the Security within the period indicated in the first paragraph shall constitute an event of default pursuant to section VIII.8 below. The Issuer undertakes to carry out such acts as may be necessary to formalise the Security. However, PSP6 cannot guarantee when the Security will be given in order to secure the Notes Prepayment of the securities by the Issuer There are various predetermined circumstances from the Disbursement Date until the Maturity Date that would entail the prepayment of the Notes, as described in section VIII.8, which should be considered by the Noteholders at the time of investing in the Notes covered by this Information Memorandum The decisions of the Syndicate of Noteholders may be contrary to those of individual Noteholders. The terms and conditions of the Notes include several provisions regarding meetings of the Syndicate of Noteholders that may take place to resolve matters regarding the interests of the Noteholders. These provisions establish specific majorities that will be binding upon all of the Noteholders, including those who fail to attend the meeting or to vote, or those who vote against the majority, who will be bound by the decisions made at a Noteholders meeting that has been validly called and held. Therefore, it is possible for the Syndicate of Noteholders to make a decision not supported by an individual Noteholder; however, such decision shall be binding upon all of the Noteholders. 26

27 4.10. The price of the Notes may be volatile and subject to sudden and significant declines The market price of the Notes may be volatile. Factors beyond the Company s control, such as changes in the results of operations and the financial condition of the Company s competitors, negative publicity, or changes in financial market conditions, may have a significant effect on the market price of the Company s Notes. In addition, during the past few years, the markets in Spain and worldwide have experienced significant volatility in prices and trading volumes. This volatility could have a negative impact on the market price of the Notes, regardless of the Company s financial position and the results of its operations Noteholders in countries with currencies other than the euro will be exposed to exchange rate risks Noteholders residing in countries that have not adopted the euro as their official currency will be exposed to an additional investment risk related to variations in the rate of exchange between the currency of their country of residence and the euro. The Notes will only be issued and listed in euros. IV. STATEMENT OF RESPONSIBILITY 1. Person responsible for the information contained in the Information Memorandum (a) (b) Mr José Arturo Díaz Tejeiro Larrañaga, on behalf of the Company, in his capacity as Joint and Severally Director, assumes responsibility for all of the contents of this Information Memorandum, which conforms to Circular 1/2015. Mr José Arturo Díaz Tejeiro Larrañaga is expressly authorised to execute any public or private documents that may be necessary for the proper processing of the Notes issued by virtue of the resolutions adopted by the Board of Directors of the Issuer at its meeting of 30 January Statement of the person responsible for the contents of the Information Memorandum Mr José Arturo Díaz Tejeiro Larrañaga, on behalf of and representing the Company, after having taken all due care to ensure that such is the case, hereby states that the information contained in this Information Memorandum is, to the best of his knowledge and belief, correct and in accordance with the facts and does not contain any omissions likely to affect the import of such information. V. FUNCTIONS OF THE REGISTERED ADVISOR OF THE MARF Analistas Financieros Internacionales, S.A. ( Afi or the Registered Advisor ) is a company incorporated before the Madrid Notary Mr Francisco Javier López Contreras on 3 December 1987 and recorded in his notarial records under number 2,646, registered with the Madrid Commercial Registry in Volume 8,329, Sheet 173, Page 79,387, Entry 1, and 27

28 with the Registry of Registered Advisors pursuant to the market Operating Instruction of 19 November 2013 (Instrucción Operativa de 19 de noviembre de 2013). Afi has been designated as the Issuer s Registered Advisor and, therefore, has undertaken to assist the Issuer in order for the latter to be able to comply with the obligations and meet the responsibilities that it will be required to assume once the Notes are admitted on the MARF, acting as a specialised liaison between the Issuer and the market, and as a facilitator of the inclusion and conduct of the Company in the new trading system applicable to its securities. Thus, Afi will have to provide the MARF with the periodic reports it requires, and the MARF, in turn, may seek any information deemed necessary in connection with the Registered Advisor s role and its obligations as Registered Advisor. MARF may take any applicable measures in order to check the information provided. The Issuer must at all times have a designated Registered Advisor properly registered with the Registry of Registered Advisors of the Market. Afi is the entity designated as Registered Advisor of the Issuer for the purpose of advising PLANTA SOLAR PUERTOLLANO 6, S.A.U. on (i) the admission of the Notes issued; (ii) compliance with any obligations or responsibilities corresponding to the Issuer as a result of its participation in the MARF; (iii) the preparation and submission of the financial and business information required by the market; and (iv) the review of the information to ensure it complies with applicable standards and regulations. In exercising the essential obligation of assisting the Issuer with respect to the admission of the Notes to trading on the MARF, Afi: (i) (ii) has verified that the Issuer complies with the requirements of the MARF regulations for the admission of the Notes to trading; and has assisted the Issuer in preparing the Information Memorandum, has reviewed all the information provided to the market in connection with the request for admission of the Notes on the MARF and has verified that the information provided by the Issuer, to the best of its knowledge, complies with applicable laws and does not contain omissions likely to confuse potential investors. After the Notes are admitted on the MARF, the Registered Advisor will: a. review the information prepared by the Issuer for submission to the MARF, periodically or on an ad hoc basis, and verify that the content meets the requirements and time limits established by the rules and regulations; b. advise the Issuer on the factors that could affect the performance of the 28

29 obligations assumed upon the Notes being admitted to trading on the MARF, and on the best way to deal with such factors to avoid a breach of said obligations; c. inform the MARF of the facts that might constitute a breach by the Issuer of its obligations in the event of a potential breach that has not been cured by its advice; and d. manage, handle and respond to queries or information requests that the MARF may issue regarding the situation of the Issuer, the evolution of its activity, the level of performance of its obligations and any other market data deemed relevant. For such purposes, the Registered Advisor will take the following actions: a. maintain the necessary and regular contact with the Issuer and analyse the exceptional situations that may occur with regards to the evolution of the market price, trading volume and any other relevant circumstances in the trading of the Issuer s Notes; b. sign the statements that have been established generally in the rules and regulations as a consequence of the admission of the Notes on the MARF and in relation to the information required from companies listed on the MARF; and c. forward to the MARF, as soon as possible, the communications received in response to queries and information requests that the latter may issue. VI. INDEPENDENT AUDITORS 1. Name and address of the Issuer s auditors for the period covered by the historical financial information (together with their membership in a professional body). The company MAZARS Auditores, S.L.P. ( Mazars ), with a registered office at Calle Diputació 260, Barcelona and registered with the Official Auditors Registry (Registro Oficial de Auditores de Cuentas ROAC) under number S1189, has audited the annual accounts of PSP6 for financial year The accounts for financial years 2015 and 2016 have been audited by Ernst & Young, S.L. with a registered office at Plaza Pablo Ruiz Picasso, s/n, Planta 5, Madrid and registered with the Official Auditors Registry (ROAC) under number S If auditors have resigned, been removed or not been reappointed during the period covered by the historical financial information, provide details, if material. 29

30 Mazars was appointed as the auditor of the Company for financial year During such financial year, Mazars did not resign nor was it removed from its duties as the Company s auditor. After the end of Mazars engagement, Solaria Generación, in its capacity as sole shareholder of the Company, decided on 30 June 2015 to appoint Ernst & Young, S.L. as the auditor of the Company s accounts for an initial 3-year period. There have been no discrepancies regarding the transfer of the Issuer s audit from Mazars to Ernst & Young, S.L. VII. INFORMATION ON THE ISSUER 1. History and evolution of the Issuer 1.1. Origin and identifying details PLANTA SOLAR PUERTOLLANO 6, S.A.U. is a single-shareholder company, with a registered office at calle Princesa, 2, Madrid, registered with the Madrid Commercial Registry in Volume 23,174, Sheet 8, Page M , Entry 1, with Tax Identification Number (N.I.F.) A It was incorporated on 23 August 2006, by virtue of a notarial instrument executed before the Madrid Notary Ms Palmira Delgado Martín and recorded in her notarial records under number The sole shareholder of PSP6 is the company Solaria Energía Generación Renovable S.L. which, at the meeting of the Board of Directors held on 5 October 2016, approved the transformation of the Company into a public limited company (sociedad anónima). These resolutions were notarised in an instrument executed before Mr Luis Maíz Cal on 14 November 2016 and recorded in his notarial records under number 2046, recorded at the Commercial Registry of Madrid, volume 23,174, sheet 7, Page M , Entry 1. PSP6 is a company created for the purpose of producing and selling energy through the operation of a 9.9 MW photovoltaic technology energy plant located in Fuenmayor (La Rioja). The plant has been operating since The Company is part of a group led by Solaria, a company specialising in the photovoltaic industry, the shares of which have been admitted to trading on the Spanish Stock Exchange since Its corporate object and main activity consists of the performance of all kinds of activities, works and services related to the business of production, processing and sale of electric power or arising from electricity, its applications, as well as materials or primary energy necessary for its generation. Section 3 below includes a full description of the corporate object of the Company. 30

31 As of the date of this Information Memorandum, the share capital of PSP6 is represented by 103,006 shares with a par value of one euro ( 1) each, fully paid up. All shares carry the same political and economic rights Important events in the history of the Issuer As of the date hereof, the Project is completely constructed and has been operating since The history of the Project is as follows: The Company was incorporated on 23 August The Project commenced operating after obtaining the necessary authorisations and licences for its execution, connection and operation In July 2011, the Company secured financing with Bankinter S.A. in the total amount of 20 million, maturing in 2027, making it the Project s main senior debt Approval of Royal Decree-Law 9/2013 of 12 July adopting urgent measures to ensure the financial stability of the electric system. This Royal Decree abolished the regulatory framework that applied to renewable energy and set the basis for a new regulatory framework that would subsequently be subject to further development by implementing regulations. Enactment of the new Electricity Sector Act, which regulates the new compensation system for renewable energy Enactment of Royal Decree 413/2014 of 6 June governing the production of electric energy from renewable energy sources, cogeneration and waste, and Order IET/1045/2014 of 16 June approving the compensation parameters referred to in Royal Decree 413/2014, establishing the basis and the applicable compensation parameters as from 13 July On 14 November, the Company was transformed from a private limited liability company (sociedad de responsabilidad limitada) into a public limited company (sociedad anónima). 2. Principal shareholders and organisational structure All of the Company s shares are owned by Solaria Generación, a company that is in turn fully owned by Solaria, as indicated in the following chart: Solaría Energía y Medio Ambiente, S.A. 100% 31

32 Solaría Energía Generación Renovable, S.L. 100% PLANTA SOLAR PUERTOLLANO 6, S.A.U. Solaria carries out its activities in the energy sector, where it has specialised in photovoltaic solar technology since its founding in The Company, whose shares have been traded on the Spanish Stock Exchange since 2007, has participated in the entire value chain of the photovoltaic activity, where it has evolved in its business model from the manufacture of modules or photovoltaic panels towards the development and management of generation plants, thus becoming an integrated operator and a prominent player in the European photovoltaic sector. 3. Object of the Company The object of PSP6 is included in article 2 of its bylaws (estatutos sociales), which read as follows: To carry out in any part of the world all and every one of the following commercial activities: (i) The execution of all manner of activities, works and own services or services related to the business of the production, processing and marketing of power or electricity derivatives, their applications and the raw materials or raw energies required for its generation. (ii) The design, promotion, financial closing, construction, operation, maintenance, and exploitation of power plants of any kind, be they from conventional or renewable sources (solar, hydraulic, wind, biomass, tidal and geothermal), of their components and equipment, power transmission systems and industrial infrastructures. (iii) Consulting and advice regarding the development and management of construction, installation and exploitation projects for power production facilities of any kind, be they using conventional or renewable sources. (iv) The execution or subcontracting of the study, project, promotion, purchase, sale, exploitation, modification and construction of power production facilities exploitations, either through conventional sources or renewable sources, expressly including photovoltaic or thermal plants, combined cycle thermal plants, biomass plants and biofuel production, wind 32

33 farms and, in general, any power production facility, as well as the processing of concession applications therefor, or any administrative files aimed at their implementation, before the state, regional or municipal bodies competent in each case. (v) The execution of consulting services, construction and Maintenance of power, mechanical and instrumentation infrastructures for the energy, industry, transport and services sectors. Research and development of projects on natural and technical sciences related to power production and with the construction of production plants thereof, with their components and equipment. (vi) The execution of studies, projects, preparation, implementation of environmental management systems: audits, strategic and management plants, diagnoses, executions and general engineering services, consulting, feasibility studies, projects, preparation and implementation of energy systems, saving and energy efficiency. Energy audits and the incorporation of renewable energy and bioclimate elements in the construction. (vii) The issue, on one or several occasions, of obligations, bonds and other fixed income securities of a similar nature, be they simple, redeemable or convertible into company shares, as well as promissory notes and preferred stocks and warrants (on new issue Company shares or on Company shares in circulation). Should the legal provisions require, for the exercise of any of the activities included in the business purpose, a professional degree or administrative authorization, or registration in Public Registers, such activities shall be carried out by a person possessing the required degree and, if applicable, may not begin until the administrative requirements set forth have been met. Any activities for whose exercise the Law sets forth special requirements that are not fulfilled or met by the Company are excluded. 4. Administrative and management bodies The management of the company is entrusted to Mr Miguel Díaz-Tejeiro Larrañaga and Mr José Arturo Díaz-Tejeiro Larrañaga, joint and severally directors, who were appointed for a period of 5 years on 5 October Mr. Jose Arturo Díaz-Tejeiro is First Vice President of the Board of Directors of Solaria Energía y Medio Ambiente since 21 December He is industrial engineer and holds an MBA from Instituto de Empresa (IE) and is Expert in Photovoltaic Systems by UNED University. Mr Miguel Díaz-Tejeiro is Second Vice President of the Board of Directors of Solaria Energía y Medio Ambiente since 21 December He is Senior Computer Engineer. 33

34 5. Description of the Project 5.1. General aspects PSP6 is a company created with the aim of producing and selling power through the operation of a solar photovoltaic technology plant with 9.9 MW of nominal power located in Fuenmayor (La Rioja). The Company is part of a group led by Solaria Energía y Medioambiente, S.A., a company specialising in the photovoltaic field, the shares of which have been admitted to trading on the Spanish Stock Exchange since The Project is fully constructed and has been operating since Solar photovoltaic technology is currently identified as a fully valid tool for energy production in a stable way that supplements the national electricity production system within a framework of non-polluting production. In this way, the demand for electric power, as a basic good in today s Spanish society, justifies the existence of the PSP6 project, which also has priority access to the Network as allowed by the regulations. As a result of the situation of priority access enjoyed by producers of renewable energy, the Project has no competition in the market, which is viewed as a recurring circumstance as long as the rules are not modified in this regard Technical description of the Project The nominal power of the plant is 9,900 kw (9.9 MW), and it has a peak installed capacity of 10,440 kwp (10.44 MWp). The solar plant is divided into several subfields connected into twenty-one 500 kwn inverters manufactured by Gamesa Enertrón. These inverters are connected in groups of one or two to transformers of 1,000 kva 0.4/20 kv which raise voltage from 400 V at the output of the inverters to 20 kv of connection voltage to the grid. The generated energy is evacuated to a transformer substation owned by Solaria. The energy capacity of the booster substation (20kV to 66 kv) is 10 MW. The modules are mounted on fixed structures as follows: o o o Ground installation: 30º incl, 0º azimuth: kwp Ground installation/canopy: 30º incl, 15º azimuth: 300 kwp Façade: 90º incl, 15º azimuth: 57 kwp 34

35 o Rooftop: 2º incl, 15º azimuth: kwp And all of them are sourced from the Solaria. The solar plant has four different photovoltaic modules which combine mono and polycrystalline technology in a range of voltages extending from 174 W to 230 W. In line with manufacturer specifications, based on the model, and they have a dispersion of 3% with respect to their nominal value. The modules used at the plant have standard certificates that guarantee compliance with IEC 61215, IEC 61730, Electrical Safety Type II and CE Marking In the technical advisor s report of January 2017, the technical advisor stated that the project stated that the general state of the plant is adequate for the correct operation of the Project Project Management The Project is managed through outsourced services, as the Company does not have its own staff. The main role in the Project s management is played by its parent company Solaria, and therefore there is a relationship between the parties. During its life as an integrated operator, Solaria has developed more than 100 MW in photovoltaic projects, currently holding a 55.5 MWp portfolio of owned and managed assets. The Project has agreements with suppliers of necessary services that allow for the normal conduct of operations, with maintenance also being required as an obligation of the Issuer. A brief description of the main agreements necessary for the normal development of operations is included in section below Administration and Management Agreement Solaria, as provider of the Administration and Management Agreement, undertakes to render the following services for PSP6, without limitation: General support in the appropriate development of an organisational, administrative and management structure. Management of permits, licences and authorisations: support in the ongoing management of permits, licences and authorisations of the Photovoltaic Facilities and any renewal or modification that may be required. Commercial Management / Contract Management: a) Support in the ongoing management of contracts with suppliers. b) Support in the negotiation of any modification of contracts with suppliers. c) Supervision of the performance of suppliers in connection with the 35

36 services to be carried out under their contracts. d) Overall control of the technical/commercial operation of the Photovoltaic Facilities. Financing/Accounting/Taxes: a) Custody and legalisation of accounting books. b) Preparation and submission of the annual accounts. c) Preparation and filing of corporate income tax, value-added tax and other tax returns, within the framework of the Solaria tax group. d) Preparation of a report in accordance with the financial documentation of the project. e) Working with the Auditors of the company during the audit processes. Treasury: a) Management of invoices, charges, payments, receipts. b) Management of the bank accounts in accordance with financing provisions. Management of Operations: a) Operational and technical management of the Photovoltaic Facilities. b) Supervision of operating providers. c) Monthly operating reports. d) Assistance in the technical evaluation. e) Monthly forecasts. Legal management: a) Monitoring of any litigation and coordination with legal advisors. b) Representation of PSP6 before Local, Provincial, Autonomous Community and Regional Authorities. General Services: a) Secretarial Support. b) IT support. c) Use of office, place and facilities Operation and Maintenance Agreement Solaria, as Operator of the Project, provides the Plant s operation and maintenance services through an agreement signed for this purpose. The agreement will be in effect until the Maturity Date. The Issuer undertakes to adhere to the Operation and Maintenance Agreement in a manner such that the conditions of the Issue are not affected. 36

37 Some of the more significant characteristics of the agreement are described below. Preventive / predictive maintenance of the Plant facilities The Operator is required to provide the preventive maintenance service, which includes the following tasks, among others: - Monitoring and data registry of the Photovoltaic Facilities. - Inspection and change of materials subject to wear and tear. - Waste collection. - Checking and maintenance of electric protections. - Thermography (random) of modules and junction boxes. - Checking of the status of the various components of the installation: photovoltaic modules, structures, foundations, cables, terminals, cells, inverters, transformation centres, security system, weather station and plant monitoring. - Cleaning of modules. - Clearing of vegetation. - Preparation of a monthly technical report containing information on the period relating to energy production, availability, Performance Ratio, log incidents and maintenance operations carried out. This report should be delivered to PSP6 within the first ten (10) days of the following month. - Sending an annual inverter preventive maintenance report. - Record of the maintenance operations performed in a maintenance book. - Stock management of the Plant s spare parts: the Operator undertakes to store, maintain and, if they have been used up, replace, a minimum stock of spare parts. All the costs of management and replacement of such stock shall be borne by the Operator. Corrective Maintenance The Operator undertakes to perform all such corrective work as is necessary to ensure the proper operation of the Plant, by repair or, if not possible, through the replacement of those elements of the solar plant in the event of a fault or failure. Such corrective maintenance work includes the repair or replacement of items, materials or accessories showing any failure as well as the workmanship used in their repair or replacement. All other expenses are also included, such as travel time, means of transportation, consumption and use of materials (vehicles, tools, etc.) as well as any other expenses that the Operator may incur and which may be necessary to repair or replace the aforementioned elements. The Operator undertakes that all materials, equipment and components used in the corrective maintenance must be of the required quality, new, of the equivalent brand and 37

38 model that is replaced, and in the case of photovoltaic modules, with the peak power corresponding to the specifications of the manufacturer. All repaired or replaced material will have a warranty of one (1) year in the event of repair and two (2) years in the event of replacement from the date of repair or replacement; in the case of photovoltaic modules this warranty is for four (4) years. Issues that can be corrected remotely will be corrected remotely and, where appropriate, with the help of the staff of the Operator. If this is not possible, the Operator must send to the Plant the necessary maintenance team, with the response time not to exceed 24 or 48 hours depending on the type of event in question. Guarantee of Plant Availability The Operation and Maintenance Agreement guarantees a minimum 99% Plant availability calculated at monthly levels. The Operator undertakes to provide evidence of the availability achieved through the control system of the Plant. Penalties are provided in case of breach, limited to the annual price of the Operation and Maintenance Agreement, equivalent to i) the remuneration lost as a result of availability being lower than 99%. Calculated using, the Compensation for Operations, Ro, applicable to the installation type IT according to Royal Decree 413/2014, of 6 June and Order IET 1045/2014, of 16 June plus the energy selling price to the wholesale market ( Pool ) during the period of reduced availability; and ii) in the event of a change in the regulatory framework, the penalty will be updated to compensate for the loss of income suffered by the Project as a result of the availability being lower than 99%. Guarantee of Proper Operation of the Inverters The Operator undertakes to maintain the photovoltaic inverters in a manner suitable for the normal and proper operation of the Plant, either by (i) maintaining in effect an agreement for maintenance thereof, signed with a well-known company; or by (ii) maintaining the photovoltaic inverters with its own means, provided that the staff possesses certification of the manufacturer and sufficient technical expertise. At present, the Operator performs the maintenance of these photovoltaic inverters using its own means, in accordance with the requirements established. Compensation to the Operator As set forth above, the Operator will assume all the costs associated with the services provided under the agreement and, in consideration therefor, will have the right to receive monthly fixed remuneration equal to 4% of actual turnover of the Project for the relevant monthly period, exclusive of VAT. 38

39 This price will be adjusted for penalties payable by the Operator, as described above. PSP6 will inform the Operator, no later than five (5) Calendar Days after its adjustment if applicable (i.e. revenues resulting from the sale of energy in accordance with the valid rate at any time) of the month due, enclosing the relevant documentation. Likewise, on an annual basis, PSP6 will review the adjustments on liquidations, and each of the parties will have fifteen (15) Calendar Days to pay the other the amounts due resulting from such liquidation. Termination of the Agreement by PSP6 PSP6 is entitled to terminate the agreement without penalty in the following circumstances: - Failure by the Operator to comply with any obligations under the agreement. - In the event that the Operator ceases to provide the services covered by the agreement, without good cause, for a period exceeding thirty (30) days. - A penalty equal to thirty per cent (30%) of the annual price of the agreement for one or more consecutive months is reached, individually or in the aggregate, or a penalty equal to fifty per cent (50%) of the annual price of the agreement accumulated over a period of twelve (12) consecutive months. - The Plant availability is at least ten per cent (10%) lower than the Guaranteed Availability during any month. - PSP6 abandons the operation of the Plant or it is no longer possible to continue with its operation. - Dissolution, liquidation or insolvency of the Operator, or the appointment of an administrative or judicial receiver of the Operator. Termination of the Agreement by the Operator The Operator will be entitled to terminate the agreement without penalty in the event of a failure by PSP6 to comply with its obligations, specifically in the case of non-payment to the Operator for more than ninety (90) days and more than one (1) month has elapsed after payment is requested by the Operator Market Representative Agreement The Issuer has signed an agreement with Nexus Energía S.A. to act as market representative before the OMIE. The functions to be performed the Market Representative include: - Perform all necessary administrative procedures before the OMIE, the System Operator ( SO ), the distribution company and the CNMC to carry out the sale 39

40 and liquidation of the energy produced by the Issuer in the market. - Act as a representative before the OMIE and the SO. - Prepare the energy sale hourly schedule. - Submit offers for energy sales to the OMIE and the SO. - Compensation for deviations with the rest of the Market Representative portfolio. In this sense, it guarantees that no penalties for deviation from the schedule will be passed on. - Make, request and validate settlements and invoices. - Prepare a detailed report of matching offers for the sale of energy and energy hourly price. - Advice on administrative matters affecting the Plant. The agreement has a term of 24 months, with automatic annual extensions unless expressly terminated not less than three months prior to the end of any of 12-month period. Income will be paid on a monthly basis, within the shorter of (i) 35 Calendar Days from the closing of the settlement period; or (ii) 10 Calendar Days from payment to the Market Representative by the corresponding body. Payments are guaranteed by a guarantee for the amount of the average monthly turnover of the Plant from the sale of energy to the market Rental Agreement Through this contract, Solaria Energía y Medio Ambiente, S.A., constitutes in favour of PSP6, a rental agreement on the property under this contract, in order that PSP6 operates the Project on the property, notwithstanding that the grantor retains, in any case, the right of ownership of the estates. The Rental Agreement on the property under this contract expires on 31 December In compensation for the constitution of the Rental Agreement on the property under this contract, PSP6 pays to the grantor, on an annual basis, the amount of two hundred thousand euros per year (200,000 /year), which is updated according to the CPI (Consumer Price Index). The execution of the Rental Agreement will take place on the same date that the termination of the Popular Leasing Agreement takes place Insurance Policy The Plant has insurance for damage and loss of profits that was obtained from Fidelidade- Companhia de Seguros, S.A., Spain branch. The most relevant characteristics thereof are set forth below Basic Information - Policyholder: Solaria Energía y Medioambiente S.A. - Insured: various companies of the Solaria Group, including Planta Solar 40

41 Puertollano 6, S.A.U. - Duration: Annual and renewable. Expiration on 8 April Upon expiration of the policy, an auction process will begin with insurance companies that have investment-grade credit rating given by at least two of the four (4) leading international rating agencies (i.e. S&P, Moody s, Fitch and DBRS, or any other one that replaces these agencies). - Major Risks Covered: - Material Damages: Plants and solar photovoltaic facilities - Loss of Profits: gross margin mode - Sums Insured: - Material Damages: - Overall Sum: 48,708,000 euros - PSP6 Individual Sum: 14,850,000 euros - Loss of Profits: - Overall Sum: 20,995,212,17 euros - PSP6 Individual Sum: 6,323, euros The difference between the amount insured at PSP6 (14,850,000 euros, which is currently the like-new replacement value of the Plant) and the net book value of the initial investment reflected on the balance sheet of the company amounting to 47,561 million euros is due to technological developments and hence to favourable changes in the costs of development, installation and manufacturing of components, especially the cost of the photovoltaic module Protection Clause due to Multi-insurance Given the existence of multiple insured parties under the Policy, in order to protect all of these Policyholders and Beneficiaries individually, where appropriate, the Policy provides for the following conditions: - The occurrence of an invalidating act committed by any of the Insured parties will not prejudice the rights to indemnification of the other Insured parties. - The coverage provided by the Insurance Company will apply individually to each of them, in terms of insured sums and limits. - Non-payment of the premium by the Policyholder does not curtail the right of the Beneficiary to receive any compensation to which it may be entitled. - The Beneficiaries will be informed by the Insurance Company of any event of non-payment of the premium by the Policyholder, or of modifications in the Policy. - If the Policyholder fails to comply with its obligation to pay any premium and the Beneficiary makes payment thereof, the Insurance Company will stop receiving instructions from the Policyholder or its representatives and instead will take instructions from the Beneficiary, and the Beneficiary will thereafter stand as Policyholder under the insurance agreement, with the rights and obligations that 41

42 arise from the insurance agreement and the Insurance Contract Act (Ley de Contrato de Seguro) Material Damages Coverage Within the limits established by the Policy, the Insurance Company will pay compensation for material damages directly caused to insured property by fire or any other risk not specifically excluded from the policy, provided that such damage is caused by a sudden, accidental and unexpected event. The coverage will reach 100% of the sum insured. The compensation payable under this policy for an insured object that is completely destroyed or damaged so that it can no longer be repaired shall be equal to the total replacement value of the damaged or destroyed object Loss of Profits Coverage The Insurance Company is required to provide compensation for a decrease in Gross Profits in order to allow for a recovery of the financial situation prior to the total or partial interruption of operations as a result of claims covered by the Material Damages Coverage described above Legal Framework The Project is generally governed by Spanish and autonomous community laws in the energy field, mainly the Electricity Sector Act (Law 24/2013 of 26 December on the Electricity Sector), Royal Decree 413/2014 of 6 June governing the production of electric energy from renewable energy sources, cogeneration and waste, which regulates the field of renewable energy, and Order IET/1045/2014 of 16 June approving the compensation parameters. The Electricity Sector Act falls within the scope of the structural reform of the electricity sector included in the recommendation of the Council concerning the 2013 National Programme of Reforms in Spain, approved by the Council of the European Union on 9 July In addition, the Electricity Sector Act introduces the principle of economic and financial sustainability as one of the pillars of the law, an aspect of great importance because it aims to allow the new framework to adapt to the economic evolution of events, so as to ensure the self-sustainability of the system. Thus, the new law is established under the standard that the costs of the system are borne in full by the income generated by its members, therefore leaving the road open for necessary adjustments for this objective and turning players in the sector into co-financiers of any possible shortfall that may arise in the future. However, and with respect to renewable energy, the law maintains the original principle that establishes that the articulated compensation systems must allow such facilities to cover the 42

43 costs required to compete in the market on an equal playing field vis-à-vis other technologies and obtain a reasonable profit from the Project as a whole. In this regard, the compensation mechanism has three components: 1. Return on the investment ( Retribución a la inversion or Rinv), consisting of an amount per unit of installed capacity covering the costs of investment for each type of facility that cannot be recovered by the sale of energy in the market. 2. Return on operations (Ro), which covers, if applicable, the difference between estimated operating costs and revenues obtained from the sale of energy. 3. Compensation for the sale of energy valued at market price. For purposes of calculating the compensation for the investment, the following will be considered for each type of facility: the standard revenues from the sale of energy valued at market price, the standard operational costs necessary to carry out the activity and the standard value of the initial investment, all for an efficient and well-managed company. In this respect, it should be noted that the Project is assigned to group IT under the regulations. Once the regulatory useful life (30 years in the case of the Project) or the standard value of the initial investment of a facility ( 66,037 thousand for the Project) has been confirmed, these values cannot be modified. This is the reference value to which the reasonable return defined in the regulations, and modifiable every six years, is applied in order to calculate the return on the investment (Rinv). The purpose is to try to ensure that the compensation allows at all times to cover the higher costs of production associated with renewable energy sources, so that the facilities can compete on equal parameters with other technologies and earn get a reasonable return with regards to the type of facility in each applicable case. This reasonable return is set before taxes by reference to the average return on the ten-year government bonds on the secondary market for the 24 months prior to the month of May of the year preceding the beginning of the regulatory period, increased by a differential (currently 300 bps). However, as mentioned above, the parameters of the compensation system for the Issuer may be revised and modified in accordance with the following criteria: In each regulatory period (six-year periods, with the current period ending on 31 December 2019), all the parameters of the parameter of installed capacity (Rinv) may be revised, including the value on which the reasonable return (currently 7.398%) will turn, as described above. In each half-regulatory period (three-year period) the compensation parameters corresponding to the compensation for the operations may be revised, considering the market price for the next period, and the value to which the rate of return can be 43

44 modified to the extent that the actual price obtained from selling energy to the market was greater or less than the price assumed within the regulations. Only two elements may not change: the standard value for the initial investment value and the duration of the regulatory useful life Evolution of the legal framework The activity of electricity production under the special system carried out by the Company was initially regulated by Law 54/1997 of 27 November on the Electricity Sector (general law that governed the overall functioning of the electricity sector in Spain) (currently Law 24/2013 of 26 December), as well as by further regulations that developed or modified such Law. These include Royal Decree 661/2007, which regulated the authorisation procedure and, especially, the compensation framework for photovoltaic solar energy facilities, and under which the Project was originally constructed. This Royal Decree established a regulated tariff, expressed in cents per kilowatt-hour that the Project received for all of the energy it produced. This Royal Decree was subsequently amended by RD 1565/2010 and by Royal Decree-Law 14/2010, which established certain restrictions on the different types of facility, by limiting the number of equivalent hours of operation on which the regulated return could be earned saw the approval of Law 15/2012 of 27 December on tax measures for energy sustainability, which considered the creation of a tax on the value of the production of electric power. The main features of the aforementioned tax, with effect from 1 January 2013, are as follows: (i) the taxable event of this tax is the production and incorporation into the electric system of electric energy measured in the delivery point; (ii) the taxable base consists of the total amount that the taxpayer is to receive as a result of the production and incorporation into the electric system of electric energy measured in the delivery point for each facility in the tax period; and (iii) the tax rate is 7%. Royal Decree-Law 2/2013, on urgent measures in the power system and the financial sector, was published on 1 February This Royal Decree-Law mainly introduced two measures, effective as from 1 January Firstly, the change of the compensation adjustment rate from CPI to CPI at constant taxes without unprocessed food or energy products. Secondly, the elimination of the option to pay the pool compensation plus premium that applied to certain facilities of the sector, mainly wind farms. This resulted in the facilities under the system only being able to choose between a fixed tariff or selling their products and receiving the market price. Despite all the previous changes, prior to July 2013, the economic system for the Project was basically established in the aforementioned RD 661/2007. However, on 14 July 2013 Royal Decree-Law 9/2013 of 12 July came into effect, by which urgent measures were adopted to ensure the financial stability of the electric system. This Royal Decree set the foundations for a new regulatory framework which would be implemented by subsequent regulations. Royal Decree-Law 9/2013 provided that, as from its entry into force and until the publication of the 44

45 necessary provisions for the full implementation of the new compensation system, the agency responsible for the settlement shall continue making payments on account regarding the payable concepts generated by facilities under the special system, as established in RD 661/2007. Royal Decree-Law 9/2013 laid the basis for the new compensation system, which was confirmed in Law 24/2013 of 26 December on the Electricity Sector. Royal Decree 413/2014 of 6 June implemented Royal Decree-Law 9/2013 and the new Electricity Sector Act of 2013, and Order IET/1045/2014, of 16 June, approved the compensation parameters of the standard plants, and completed, for existing plants, the economic framework defined by Royal Decree- Law 9/ Reasons for the Issue and use of proceeds Optimisation of the Company s financial structure and adjustment to the new market conditions. The aim is also to diversify the Company s financing sources. Specifically, the funds will be used to cancel the Project Finance Debt, to cancel Derivatives, to cancel the Associated Debt, to reduce the share premium and to reduce the Subordinated Debt. 7. Financial information 7.1. Historical financial information The income statement, the balance sheet, the cash flow statement and the statement of changes in shareholders equity for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 are included below. The accounts for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 have been prepared from the accounting records of the Issuer and are submitted in accordance with the General Chart of Accounts approved by Royal Decree 1514/2007 of 16 November, to show a true image of shareholders equity and of the financial position, of the results of operations, of the changes in shareholders equity and of the cash flows that have occurred at the company during the period Accounts of the Issuer Audited Income Statement for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) CONTINUING OPERATIONS Net turnover 6,257 6,307 6,180 Sales 6,257 6,307 6,180 Other operating income Accessory income and other income from current management Other operating expenses -1,453-1,505-1,357

46 External services , Taxes Losses on, impairment of and change in trade provisions Amortisation and depreciation of fixed assets -1,836-1,833-1,819 Impairment and income from the disposal of fixed assets 5,000 2,472 1,965 Impairments and losses 5,000 2,472 1,965 OPERATING PROFIT 8,320 5,518 5,209 Financial income From tradable securities and other financial instruments From third parties Financial expenses -1,953-2,178-2,271 From debts with group or related companies ,088-1,097 From debts with third parties -1,047-1,090-1,174 FINANCIAL PROFIT -1,953-2,178-2,271 INCOME BEFORE TAXES 6,367 3,340 2,938 Taxes on profits PROFIT FOR THE FINANCIAL YEAR FROM CONTINUING OPERATIONS 6,367 2,406 2,135 Audited Statement of Financial Position for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) NON-CURRENT ASSETS 48,152 44,920 44,309 Material fixed assets 47,561 44,397 43,596 Technical facilities and other material fixed assets 47, ,596 Current fixed assets and advance payments Assets from deferred taxes CURRENT ASSETS 6,792 6,815 8,945 Commercial debtors and other accounts receivable 1,710 1,470 2,847 Clients for sales and services 1,669 1,394 2,805 Other debt held with public administrations Short-term investments in group companies Loans to group companies Short-term accruals Cash and other equivalent liquid assets 5,065 5,330 5,926 TOTAL ASSETS 54,942 51,735 53,255 Net equity 10,708 4,545 1,570 Own funds 12,482 6,115 3,708 Capital Registered capital Issue premium 11,292 11,292 11,292 Reserves 2, Legal

47 Other reserves 2, Previous financial years -7,856-7,856-9,970 Total for financial year 6,367 2, Adjustments for changes in value 1,774-1,570-2,139 NON-CURRENT LIABILITIES 40,339 41,657 47,104 Long-term debts 16,387 17,087 19,148 Debts with credit institutions 14,475 15,440 16,295 Derivatives 1,912 1,647 2,853 Long-term debts with group and related companies 23,952 24,570 27,956 CURRENT LIABILITIES 3,895 5,533 4,582 Short-term debts 1,432 1, Debts with credit institutions Derivatives Debt with group and related companies 2,148 3,721 2,737 Commercial creditors and other accounts payable Suppliers Various creditors Other debts with public administrations TOTAL NET EQUITY AND LIABILITIES 54,942 51,735 53,255 Audited Statement of Changes in Equity for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) Issued Share Legal Voluntary Results of Results for the Adjustments for (Thousands of euros) capital premium reserve Reserves previous Year value change TOTAL (note 8.1) (note 8.2) (note 8.2) (note 8.2) periods (note 3) (note 8.3) Balance as of 31 December , ,598-1, Allocation of the 2014 profit ,598 9, Other transactions Recognised income and expenses , ,189 Balance as of 31 December , ,856 2,406-1,570 4,545 Allocation of the 2015 profit , , Other transactions Recognised income and expenses , ,163 Balances as of 31 December , ,554-7,856 6,367-1,774 10,708 Audited Cash Flow Statement for the financial years ended 31 December 2016, 31 December 2015 and 31 December 2014 (in thousands of euros) 47

48 Notes CASH FLOW FROM OPERATING ACTIVITIES Total for financial year before taxes 6,367 3,340 2,938 Adjustment of total -1,211 1,538 2,125 Amortisation and depreciation of fixed assets 1,856 1, Value adjustments due to impairment and other losses -5,000-2,472-1,965 Financial expenses 1,953 2,177 2,271 Changes in current capital ,246 Debtors and other accounts receivable ,376-1,651 Other current assets -4-5 Creditors and other accounts payable Other cash flow from operating activities -1,009-1,090-1,158 Interest payments -1,009-1,090-1,158 Cash flow from operating activities 3,757 4,683 2,659 Investment Payments Material fixed Assets Cash flow from investment activities CASH FLOW FROM FINANCING ACTIVITIES Collections or payments for financial liability instruments , Debts with credit institutions Debt with group or related companies - -4,265 - Payment cash surplus generated in ,095 Cash flow from financing activities -4,022-5, NET INCREASE / DECREASE IN CASH OR EQUIVALENTS ,608 Cash or equivalents at the beginning of the financial year 5,330 5,926 4,318 Cash or equivalents at the end of the financial year 5,065 5,330 5, Statements of the Issuer regarding the historical financial information Statement that the historical financial information has been audited. If the audit reports on the historical financial information have been rejected by the statutory auditors or if they contain qualifications or disclaimers, the rejection or qualifications or disclaimers will be reproduced, explaining the reasons. 48

49 The historical financial information for financial year 2014 was audited by Mazars, and for financial years 2015 and 2016 was audited by Ernst & Young. The corresponding audit reports were favourable, with no qualifications being recorded for any of the aforementioned financial years Indication of any other information in the Information Memorandum which has been audited by the auditors. With the exception of the annual accounts for the years 2014, 2015 and 2016, there is no other information in the Information Memorandum which has been audited by the auditors Where the financial data in the Information Memorandum is not extracted from the Issuer s audited Consolidated Annual Accounts, the Issuer must state the source of the data and state that the data is unaudited. The financial data contained within the Information Memorandum is taken from the PSP6 Annual Accounts Age of the most recent financial information As of the date of this Information Memorandum, not more than six (6) months have passed since the date of the latest audited annual accounts Legal, administrative and arbitration proceedings As of the date of this Information Memorandum, the Company is not a party to any relevant legal, administrative or arbitration proceedings and has no penalties or claims outstanding from previous proceedings Existing financing PSP6 On 31 December 2016, the Company had own resources amounting to 10.7 million euros (5.5 million on 31 December 2015). PSP6 s gross financial debt amounted to 43.9 million euros on 31 December 2016 (46.7 million on 31 December 2015), structured as follows: Debt to credit institutions (Bankinter) for Project Finance financing formalised in 2011 and due in 2027, the outstanding balance of which amounted to 15.5 million euros on 31 December 2016 (16.4 million on 31 December 2015) (the Project Finance Debt ). Additionally, this financing has interest rate hedging (IRS), which increased the debt by 2.4 million euros on 31 December 2016 (2.1 million euros on 31 December 2015) ( Derivatives ). 49

50 Subordinated loan to the Company by Solaria Generación formalised in 2010 and due in 2027, the outstanding balance of which amounted to 26.1 million euros on 31 December 2016 (28.3 million on 31 December 2015) (the Subordinated Debt ). The maturity of the subordinated loan can vary as its repayment shall be conditional upon previous repayment of the Senior Debt Associated Debt Popular Leasing Agreement contracted between Solaria Energía y Medio ambiente S.A and Banco Popular S.A on the 28 March 2008 and due in 2023 for a total amount of 16,500, euros. This agreement was novated on the 30 April 2015 and was due in 2023 for an amount of 10,684, euros. The interest rate for this financing is a 3.00% the first year, and 2.588% beginning the second year and until the tenor of the agreement. The current outstanding amount for this debt is 10,178, euros. Loan Agreement contracted between Solaria Energía y Medio ambiente S.A and Banco Popular S.A on the 30 April 2015 and due in 2029 for a total amount of 4,200,000 euros. The interest rate for this financing is a 3.00% until 30 April 2016, and 2.588% from this date until the tenor of the agreement. The current outstanding amount for this debt is 3,889, euros Significant changes in the financial or trading position of the Issuer From 31 December 2016 to the date of this Information Memorandum, there have been no significant changes in the financial or trading position of the Issuer. VIII. DESCRIPTION OF THE NOTES 1. Complete name of the Issue, description of the securities and currency of the Issue The securities issued pursuant to this Information Memorandum (the Notes ) are simple, unsubordinated senior secured notes corresponding to the Senior secured notes PSP6 February 2017 (the Issue ). The Notes will have the Security described in section VIII.4.3. The Notes are fixed-income securities that represent a debt for the Issuer, are interest-bearing and are reimbursable by repayment at maturity. The Notes are issued in euros, have a nominal unit value of one hundred thousand euros ( 100,000) and belong to a single class or series. 2. ISIN code assigned by the National Numbering Agency 50

51 The ISIN code assigned to the Notes by the National Numbering Agency (Agencia Nacional de Codificación de Valores) (ANCV) is ES Total amount of the securities, number of securities, unit nominal value and price of the Issue The total nominal amount of the Issue is forty-five million one hundred thousand euros ( 45,100,000), consisting of four hundred and fifty-one (451) Notes having a nominal value of one hundred thousand (100,000) euros each, grouped in a single class or series. The initial unit face value of 100,000 euros will be gradually reduced in accordance with the repayment schedule (see Section II.5). The price of the Issue is 100% of its nominal value, free of taxes and fees for the Noteholders. 4. Issue and Payment Dates, Subscription Period. Placement method and, if applicable, underwriting of the Issue. Security of the Issue 4.1. Issue and Payment Dates The Issue and subscription of the Notes will take place on 22 February 2017 (the Issue Date ) and the first payment date regarding the Notes will take place on 15 March 2017 (the First Payment Date ). Once the price of the Notes is paid into the Paying Agent Account, the Paying Agent will transfer such total amount to the Escrow Account and will instruct the corresponding Notary, holder of the account, to make the following payments in sequential order: 1. Cancel the Associated Debt. 2. Cancel the Project Finance Debt and the Derivatives. 3. Fund the following Project Accounts: The Main Account in the amount of fifty thousand euros ( 50,000). The Debt Service Reserve Account in the amount required so that the balance thereof is at all times sufficient to cover the Debt Service in compliance with the requirements described in section The Operating Account in the amount required so that the balance thereof is at all times sufficient to cover the operating costs of the Project as established in the Base Case for the following quarter in compliance with the requirements described in section The Capex Account in the amount of one hundred thousand euros ( 100,000). 4. Payment of the expenses relating to the Issue, including the fees to be paid by the Issuer to the Placement Entity pursuant to the provisions of the Placement Agreement. 51

52 5. Payment into the Issuer s Account (as defined below) for the partial repayment of the existing Subordinate Debt to Solaria Generación, the distribution of dividends and payment of the Issue premium. Before the Paying Agent instructs the relevant Notary to make payments 4 and 5, the following conditions shall be met, unless the Notary or the Commissioner waive such requirements following the instructions of the Noteholders: Evidence of the cancellation of the guarantees/security given to secure the Project Finance Debt, the Derivatives and the Associated Debt. Evidence of the formalisation of the first-rank Security, including the obtainment of all the requests and/or completion of filings required by law, where applicable, to ensure the validity and enforceability of such Security interests. Acquisition of all required consents, if applicable, acknowledging the existence of the Security. Written confirmation stating that all the bank accounts have been opened pursuant to section VIII.4.5 of this Information Memorandum. For purposes of article 7 of the LMV, the Issuer has filed with the CNMV, Iberclear and the MARF a private issue document (the Issue Document ), which includes the terms and conditions of the Notes Placement and underwriting of the Issue The Issue of the Notes has been subject to private placement among qualified investors carried out by Beka Finance, S.V., S.A. (the Placement Entity ), which signed a placement agreement with the Issuer (the Placement Agreement ). The period during which the Notes were subscribed (the Subscription Period ) started at 09:00 (CET) and ended at 09:30 (CET) on 22 February Immediately after the Subscription Period was closed, the Placement Entity reported to the Issuer the amount of Notes effectively placed for the purpose of requesting the registration of the Notes by the Issuer with the register of Iberclear. Neither the Placement Entity nor any other entity have assumed underwriting commitments with respect to the Issue Security for the Issue Notwithstanding the universal liability of the Issuer, all current and future obligations arising for the Issuer in relation to the Notes, due at any time, both actual and contingent, shall be secured by the security interest described below (the Security ). The security and/or guarantee granted to the Financial Institutions for the Project Finance Debt, the Derivatives and the Associated Debt must be cancelled in order to allow for the 52

53 provision of the Security. The Security could be granted on the Disbursement Date. If the Security were not granted on the Disbursement Date, the Security would be granted within a maximum of fifteen (15) Business Days from the Disbursement Date. In the event that, for reasons not attributable to the Issuer or its sole shareholder, the Security for the Issue is not provided within a maximum of fifteen (15) Business Days from the Disbursement Date, the Commissioner may extend the term for another fifteen (15) Business Days. The Issuer acknowledges that such terms are established in order to facilitate the process but that such Security is essential to the Issue and, therefore, it undertakes to perform as many actions as necessary, in good faith and with the utmost diligence, to provide it as soon as possible. Any delay in the provision of any of the Security mentioned in this section shall not entail the nullification or termination of any other Security created, which, in any event, shall be available for enforcement in the event of a breach by the Issuer of its obligation to formalise all of the required Security. The Security to be given to the Noteholders is described below Pledge of the shares of the Issuer As security for the performance of the Issuer s obligations to the Noteholders, and notwithstanding the unlimited personal liability of the Issuer in accordance with article 1,911 of the Civil Code, which shall not be deemed limited in any way by the creation of the Security, Solaria Generación, the Company s sole shareholder, will provide a firstpriority pledge of all of the shares of the Issuer representing 100% of its share capital within the same term granted for the formalization of the Security Pledge of the credit rights arising for the Issuer from the Material Agreements As security for the performance of the Issuer s obligations to the Noteholders, and notwithstanding the unlimited personal liability of the Issuer in accordance with article 1,911 of the Civil Code, which shall not be deemed limited in any way by the creation of the Security, the Issuer will provide a first-priority pledge of all of the credit rights arising for the Issuer from the Material Agreements. The Issuer also undertakes to perform all actions required to ensure that the Noteholders are the beneficiaries of the Insurance Policies within the same term granted for the formalization of the Security Pledge of the credit rights arising from the Project Accounts As security for the performance of the Issuer s obligations to the Noteholders, and notwithstanding the unlimited personal liability of the Issuer in accordance with article 1,911 of the Civil Code, which shall not be deemed limited in any way by the creation of 53

54 the Security, the Issuer will provide a first-priority pledge of all of the credit rights arising from the Project Accounts within the same term granted for the formalization of the Security Promissory mortgage, chattel mortgage or pledge As security for the performance of the Issuer s obligations to the Noteholders, and notwithstanding the unlimited personal liability of the Issuer in accordance with article 1,911 of the Civil Code, which shall not be deemed limited in any way by the granting of this promise to grant in rem guarantees, the Issuer will grant, within the referred term of fifteen (15) Business Days from Disbursement Date, a promissory public deed by virtue of which it will undertake to grant a mortgage, chattel mortgage or pledge (depending on the nature of the asset to be encumbered) in the cases referred to below. The relevant in rem right shall be granted by the Issuer in the event that (i) any of the Events of Default has occurred, and/or (ii) the Debt Service Coverage Ratio is less than 1.05x, within a maximum period of fifteen (15) Business Days from receipt by the Issuer of a request of the Commissioner to that effect, once approved by the General Meeting of Noteholders. For these purposes, and notwithstanding the provisions set forth in subsection 8 of section VIII, the Issuer shall be required to inform the Commissioner of the occurrence of the aforementioned events within a maximum period of thirty (30) Calendar Days, in order for the Commissioner to call the General Meeting of Noteholders for the purpose of deciding if the granting of the aforementioned additional security is required. The General Meeting of Noteholders may decide whether to apply the two measures cumulatively, i.e. prepayment and granting of additional security, or apply only one of those two measures. All costs, expenses and taxes resulting from the granting and, where applicable, filing of the in rem rights with the corresponding registry shall be borne by the Issuer Order of priority The obligations of the Issuer under the Notes constitute senior obligations secured by the Security as described above in section VIII.4.3. The Noteholders rights against the Issuer, arising from the Issue, will have at least the same priority in ranking, preferences or privileges as the rights arising from the senior debt of other present or future creditors of the Issuer, and a higher priority in ranking, preferences or privileges than the rights arising from the subordinated debt of other present or future creditors of the Issuer. 54

55 Available Resources and Order of Priority of Payment provided that Early Termination has not been declared While Early Termination has not been declared, as set out in section VIII.9.2., all the income of the Company will be considered, at all times, Available Resources to be applied in accordance with the Order of Priority of Payment, also including all indemnification or compensation amounts that the Issuer may receive arising from the Insurance Policies, which shall be collected and deposited into one of the Project Accounts that are opened for such purpose and which are described in section VIII.4.5. Such Available Resources will be used to cover the following items in the order of priority listed below: (a) Tax settlement and payment of Operating Expenses using the funds of the Main Account in the event that the funds deposited in the Operating Account are not sufficient. (b) Funding of the Operating Account up to its required level using the funds of the Main Account up to the limit of its balance. (c) Payment of the interest on the Notes as provided in section VIII.9.1, which will take place, first, using the funds deposited in the Main Account up to the limit of its balance once items (a) and (b) above have been covered. If there are insufficient funds in the Main Account, the amounts deposited in the Debt Service Reserve Account may be used for the Debt Service and, if necessary, the funds of the Restricted Reserve Account shall also be used. (d) Regular repayment of the Notes, as set out in section VIII.9.2.1, which will take place, first, using the funds deposited in the Main Account up to the limit of its balance once items (a), (b) and (c) above have been covered. If there are insufficient funds to meet payment, the amounts deposited in the Debt Service Reserve Account may be used for the Debt Service and, if necessary, the funds of the Restricted Reserve Account shall also be used. (e) Funding of the Debt Service Reserve Account with the funds deposited in the Main Account up to the limit of its balance once items (a), (b), (c) and (d) have been covered. In the event that the existing balance in the Debt Service Reserve Account exceeds the required level, as defined in section VIII.4.5.3, such excess shall be transferred to the Main Account and used as an Available Resource for the payments to be made in accordance with the Order of Priority of Payment. (f) Funding of the Capex Account, which will take place as follows: 1. To the extent that funds from the Capex account have been drawn to cover material damages, funds from the Insurance Account are to be used, up to the limit of its balance, to reimburse these amounts; 55

56 2. following the process described in VIII , using the funds deposited in the Main Account up to the limit of its balance, once items (a), (b), (c), (d) and (e) have been covered; (g) Funding of the Restricted Reserve Account using the funds deposited in the Main Account up to the limit of its balance once items (a), (b), (c), (d), (e) and (f) have been covered. (h) Mandatory prepayment of the Notes, as set out in section VIII.9.2.2, using the funds deposited in the Restricted Reserve Account up to the limit of its balance. (i) Distributions from the Restricted Reserve Account up to the limit of its balance and within the corresponding Relevant Distribution Period will be subject to the fulfilment of the following conditions: 1. that the Ratio Compliance Certificate for the Relevant Distribution Period has been submitted. If this Period corresponds to the first half of the year, the audited Interim Accounts must also be submitted; 2. that the Debt Service Coverage Ratio, evidenced by such Ratio Compliance Certificate for the Relevant Distribution Period under which the payment is made, is at least 1.20x; 3. that the Debt Service Reserve Account, the Main Account, the Operating Account and the Capex Account are fully funded up to the minimum required; 4. that there are no outstanding amounts due in relation to mandatory prepayments which, in accordance with section VIII.9.2.2, would have been met during the current Relevant Distribution Period or previous ones; and 5. that an Event of Default has not occurred, nor is expected to occur Order of Priority of Payment if an Event of Default has been declared If Early Termination has been declared, all the income of the Project together with all the additional revenues that might result from the enforcement of all or some of the Security will be considered as Available Resources to be used according to the Order of Priority of Payment, which will be used to satisfy only the following items in the order indicated below: (a) pro rata and pari passu settlement of all amounts corresponding to fees and due expenses that, in the opinion of the Commissioner, are necessary to preserve the value of the assets and enable payment of the Issuer s obligations to the Noteholders; 56

57 (b) (c) payment of interest due under the Notes; and repayment of principal of the Notes Project Accounts and Notes Payment Account Main Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Main Account, into which all the Project revenues will be paid, including all indemnification or compensation amounts that the Issuer may receive from any third party, or in the event of Early Termination, from the sale or liquidation of any assets or property rights, as well as any other amounts received under the Material Agreements. The Main Account must at all times have a minimum balance of fifty thousand euros ( 50,000) Operating Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Operating Account, which must be funded, at the end of each month, with an amount at least equal to: i) the operating costs of the Project for the following calendar quarter as projected in the Base Case; plus ii) the provision to meet the cost of any accrued Corporate Tax; and iii) the provision to meet payment of any accrued V.A.T. Funds from the Operating Account will be only available to pay Operating Expenses Debt Service Reserve Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Debt Service Reserve Account, which shall have a minimum balance equal to the Debt Service amount for the next twelve (12) months except in the case where these funds are required to pay the Debt Service, in such case, the Issuer will be obliged to refund this account up to the minimum balance as soon as there are Available Resources. The Issuer will calculate the amounts that must be deposited in the Debt Service Reserve Account. In the event that, at some point, the amounts deposited in the Debt Service Reserve Account exceed the balance needed to pay the Debt Service, the Issuer shall transfer the excess amount to the Main Account. The Debt Service Reserve Account balance will not be available for use unless (i) it is used to cover, when appropriate, the Debt Service; or (ii) the Debt Service Reserve Account balance exceeds the balance required to meet the Debt Service for the relevant period of twelve (12) months, in which case the surplus balance shall be transferred to the Main Account. 57

58 The Debt Service Reserve Account shall be funded on the Disbursement Date. As of the Disbursement Date, the Debt Service Reserve Account may only be funded with proceeds generated by the Project Insurance Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Insurance Account, into which the Issuer shall deposit all the amounts received as compensation under the Insurance Policies. The compensation amounts received from the Insurer in order to cover material damages shall remain deposited in the Insurance Account and will not be available for use except: a) to fund the Capex Account up to its required level, as defined in section VIII.4.5.6; b) if the balance of the Capex Account is insufficient to pay the repairs required as a result of the insured event, to directly pay, if necessary, the repairs or replacement of the damaged assets, or the implementation of improvements and/or actions necessary for the proper development and better functioning of the Project; and c) if it would have been necessary to use funds from the Main Account to meet the payments referred to in a) and b) above, such compensation, once received in the Insurance Account, shall be transferred to the Main Account up to the required amount to offset the payments withdrawn therefrom. If the total amounts received from the Insurer have not been reinvested as stated in a) and b) above after a period of one hundred and eighty (180) days has elapsed, or earlier if the Issuer has declared to have no intention of doing so, the amount that has not been invested will be assigned to the Mandatory Prepayment of the Notes, as described in section VIII Additionally, any amounts received from the Insurer under the business interruption clause shall be transferred to the Main Account, which will be available to make the payments from time to time required in accordance with section VIII Restricted Reserve Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Restricted Reserve Account, in which the available funds of the Main Account will be deposited after the payment of items (a) to (g) of section VIII above. The balance deposited in the Restricted Reserve Account will not be available for use except to make payments regarding the Mandatory Prepayment pursuant to section VIII.9.2.2, to make the regular repayment of the Notes if there are insufficient funds to meet payment as set out in letters (c) and (d) of Section VIII.4.4.1, and to make 58

59 Distributions up to the limit of the Surplus Cash Flow generated after the completion of the Relevant Distribution Period that led to the prior Distribution (if no Distribution has taken place during the life of the Issue, the Disbursement Date of the Notes will be deemed to be the starting date for the calculation of the Generated Cash Flow), and until the end of the Relevant Distribution Period under which the new Distribution must be made, subject to compliance with each and every one of the following conditions: (a) that the Ratio Compliance Certificate for the Relevant Distribution Period by virtue of which the Distribution is requested has been submitted. The audited Interim Accounts must also be submitted if this Period corresponds to the first half of the year; (b) that the Debt Service Coverage Ratio evidenced by such Ratio Compliance Certificate is at least 1.20x; (c) that the Debt Service Reserve Account and the Capex Account are fully funded; (d) that there are no outstanding amounts due regarding Mandatory Prepayments which, in accordance with section VIII.9.2.2, should have been met during the current Relevant Distribution Period or previous ones; and (e) that an Event of Default has not occurred, nor is expected to occur Capex Account Throughout the life of the Issue, the Issuer will keep open with the Account Bank the Capex Account. The Issuer will fund this account with the amount of one hundred thousand euros ( 100,000) on the Disbursement Date. In the future, the Capex Account will be funded with one hundred thousand euros ( 100,000) per year until reaching a maximum balance of five hundred thousand euros ( 500,000). In the event that, at some point, an application of the funds for CAPEX purposes occurs, the annual allocation mechanism will be re-activated until a balance of five hundred thousand euros ( 500,000) has again been reached. The Capex Account will be funded as follows: 1. To the extent that funds from the Capex account have been drawn to cover material damages, funds from the Insurance Account are to be used, up to the limit of its balance, to reimburse these amounts. 2. Following the process described in VIII 4.5.6, using the funds deposited in the Main Account up to the limit of its balance once items (a), (b), (c), (d) and (e) 59

60 have been covered, provided that there has not been a declaration of Early Termination, as described in section VIII The initial Capex Account balance will be funded on the Disbursement Date of the Notes. As from the Disbursement Date, the Capex Account may only be provided with funds generated by the Project. This account will remain open at all times until the Maturity Date. The Capex Account balance will not be available for use except for repairing or replacing damaged assets, or implementing the investments necessary and required by law or by the regulator for the proper development and better functioning of the Project and in any case after funds due under the Operation and Maintenance Agreement have been paid Obligation not to open additional bank accounts During the term of the Issue, the Issuer undertakes not to open bank accounts other than the Project Accounts with any other financial institution, whether domestic or foreign. The Issuer undertakes to close all bank accounts other than the Project Accounts opened with any financial institution, whether domestic or foreign, and to transfer the entire balance thereof to the Main Account prior to the Issue Date Notes Payment Account Throughout the life of the Issue, the Issuer will keep open with the Paying Agent the Notes Payment Account, into which the Issuer shall deposit all the amounts corresponding to the Noteholders pursuant to section VIII.4.4 and VIII Obligations of the Issuer 5.1. Reporting obligations The Issuer will be required to: 1. Provide to the Noteholders, by delivery to the Commissioner, as soon as they are available: a) At the close of each financial year of the Issuer and, in any event, within the following one hundred and eighty (180) Calendar Days, its Audited Accounts together with the Ratio Compliance Certificate; b) On 30 June of each year and, in any event, within the following 90 Calendar Days, its Unaudited Interim Accounts; 60

61 c) No later than one month before the end of the financial year, an annual budget including the same elements that the Base Case contains; and d) At the time of delivering the Ratio Compliance Certificate, an update of the historical accounts. The Issuer will make the aforementioned annual Accounts and the Interim Accounts available to the MARF. 2. Provide the Commissioner, no later than the month before the end of the financial year of the Issuer, with an updated Base Case. The Base Case shall be developed based on assumptions of reasonable market prices. 3. Inform the Commissioner and the MARF, as soon as it becomes aware, of any fact or relevant event: a) that could substantially alter its financial, regulatory, environmental or insurance situation; or b) that (i) hinders or can be expected to hinder or (ii) prevents or can be expected to prevent the fulfilment of its obligations; or c) that results in any of the Events of Default or that, over time, can be expected to lead to an Event of Default; or d) that would change the regulations or criteria issued by any competent authority governing the activity of the Issuer and/or that could reasonably have a negative effect on the Issuer or on its activity; or e) in relation to any circumstance affecting or that may affect the Project significantly, including (i) cases of force majeure; and (ii) cases that could give rise to a full or significant interruption in energy production; or f) in the event of expropriation or of any other change in the laws or regulations that entails or may entail a Material Adverse Change, in order to protect the interests of the Noteholders under the Financial Documents. 4. Provide the Commissioner, on a quarterly basis starting on the Issue Date and within a maximum term of 45 days after the end of the relevant quarter, with a report identifying the following aspects: a) technical aspects, incidents and description of the progress of the Project (detailing availability, performance, applied maintenance, repairs or replacement of the equipment, implementation of the improvements and 61

62 investments needed in the Plant, as well as claims filed under the Insurance Policies and any other relevant technical aspects of the Project). b) financial aspects, including information on the implementation of the monthly Order of Priority of Payment for the quarterly period, as well as the opening and closing balances of the Project Accounts. This report shall conform to the template included in Annex V of this Information Memorandum. 5. Inform the Commissioner of its intention to request a declaration of insolvency (concurso) pursuant to the Insolvency Act, as soon as possible and, in any event, prior to filing the request. 6. Provide the Commissioner, as soon as possible, with copies of all the Insurance Policies obtained after the Issue Date, as well as any relevant amendments to such Policies or to the Material Agreements. 7. Provide the Commissioner with a report of the Technical Advisor concerning the proper functioning, operation and maintenance of the Plant. This report will be submitted annually and shall be delivered to the Commissioner no later than 90 days after the end of the financial year of the Issuer. This report shall conform to the template attached as Annex VI to this Information Memorandum. 8. Respond to any questions that the Noteholders may raise through the Commissioner, either in the quarterly report described in paragraph 4 above or by other means the Issuer deems appropriate. 9. At least one month before the end of each financial year, the Issuer will inform the Commissioner that Solaria, or the company that may replace it as its last shareholder, maintains sufficient liquidity reserves to meet the tax payment obligations that are likely to be incurred. 10. With regards to environmental, social and governance matters ( ESG ), the Company will: (a) Provide the Commissioner with any reports that the Company has produced in relation to ESG matters, as required by any applicable Spanish or European regulations; and (b) Respond in a diligent manner, and within a reasonable timeframe, to any Noteholders requests for information in relation to ESG matters. 62

63 All of the reporting Obligations of the Issuer contained in this section must be complied with in English, except for the Financial Statements that must be complied with in Spanish Affirmative covenants 1. Request and make every effort to obtain and maintain in full force and effect, as well as renew, all authorisations, approvals, insurances, licences, permits and/or consents that may be necessary or appropriate for the operation and maintenance of the Project and, in general, take all actions that are necessary or appropriate to comply with any requirements established by the competent authority. 2. Comply at all times with the legal regulations and contractual obligations that apply to the Issuer. 3. Comply at all times with payment obligations regarding the payment of principal and interest on the Notes. 4. Distribute the Available Resources according to the Order of Priority of Payment established in section VIII Maintain the Project Accounts described in section VIII.4.5 open with the Account Bank, which shall have a credit rating of investment grade by both Moody s Investors Service and Fitch Ratings Ltd.. In the event that the credit rating of the Account Bank is downgraded below investment grade, the Issuer shall within thirty (30) Calendar Days transfer the Project Accounts to another entity that meets the requirements set out in this Information Memorandum, having previously informed the Commissioner. The Issuer will respond, through the channels deemed appropriate, to the queries that the Noteholders may raise through the Commissioner regarding the status of the Project Accounts. 6. Maintain the Security for the Issue at all times as described in section VIII Comply with all the duties and obligations arising from: (a) the Financial Documents, and (b) the Material Agreements. Additionally, the Issuer must exercise all its rights arising from the agreements and the documents referred to in (a) and (b) above, and, in particular, maintain the Security, enforce provisions of the Material Agreements, and demand payment of the penalties arising from the Material Agreements, where appropriate, and terminate or rescind the corresponding Material Agreements pursuant to the terms thereof in order to protect the 63

64 interests of the Noteholders, as well as use commercially reasonable efforts to ensure that all other parties thereto meet their respective obligations thereunder. 8. Obtain and maintain the Insurance Policies with insurance companies with a credit rating of investment grade given by at least two (2) of the four (4) leading international rating agencies (Moody s Investors Service, Fitch Ratings Ltd., Standard & Poor s and DBRS Limited, or their successors). Once the term of the current policy has ended, the Company undertakes to obtain policies from an insurance company that meets the requirements established in this section. In particular, the Issuer undertakes (i) to promptly pay all premiums, fees and any other amounts arising under the Insurance Policies; (ii) to comply at all times with its obligations under the Insurance Policies; (iii) to refrain from any act or omission that results in, or may result in, the unenforceability of the compensation corresponding to the Issuer, or in the suspension or revocation of the Insurance Policies; and (iv) not to amend or consent to the amendment of the Insurance Policies regarding the scope of the coverage and the eventual compensation. 9. Preserve and operate the Plant in a diligent manner according to the operation and production procedures, and implementing good photovoltaic industry practices, as well as ensure the correct maintenance of the property, equipment and facilities necessary for the proper development of the Project. For this purpose, the Technical Advisor will be entitled to visit the Plant annually in order to carry out appropriate inspections for the preparation of its annual report, on a date in each case agreed with the Issuer. 10. Maintain the Notes and the rights arising in favour of the Noteholders thereunder with, at least, the same priority in ranking, preferences and privileges as the rights arising from the senior debt of other present or future creditors of the Issuer, and a higher priority in ranking, preferences and privileges than the rights arising from the subordinated debt of other present or future creditors of the Issuer. 11. Allocate the proceeds of the Issue only for the purposes set out in this Information Memorandum. 12. Prepare its Accounting and Financial Statements in accordance with the laws and accounting principles generally accepted in Spain. The Issuer shall have its annual Accounts and, where applicable, its Interim Accounts audited by an internationally renowned firm. The Accounts shall be filed with the appropriate Commercial Registry. 13. Maintain all the Material Agreements and any other agreements that are necessary for the operation of the Project fully effective and in force. 14. Remain current on the payment of all taxes, fees and/or special contributions related to the Project, as well as on the payment of all civil, administrative, labour, social and commercial obligations and any other payment obligations that may arise within the 64

65 framework of the Project. 15. Ensure that the Operation and Maintenance Agreement remains in effect until the full repayment of the Issue. Notwithstanding the foregoing, in the event that the Operation and Maintenance Agreement is terminated pursuant to the terms thereof, the Issuer shall formalise a new operation and maintenance agreement with a well-known operator, the content of which shall be substantially the same as that of the Operation and Maintenance Agreement to be replaced. Specifically, the new agreement shall include the Issuer s ability to terminate and replace the operator under at least the same conditions as those included in the Operation and Maintenance Agreement. 16. Keep the Market Representative Agreement in effect until its maturity, in its current form as of the Disbursement Date of the Notes or, if necessary, renew it while maintaining the same substantial terms. If such a renewal is not possible, the Issuer shall enter into a new market representative agreement which shall be substantially similar to the Market Representative Agreement initially in effect. 17. Ensure the annual review/update of its credit rating. 18. Request an annual report from the Technical Advisor pursuant to the terms set out in paragraph 7 of section VIII.5.1 above, in which the proper operation of the Plant according to the scope set out in Annex VI is verified. In the event that technical deficiencies are identified in this report, the Issuer will use its best efforts to resolve the issues identified. This annual report will be submitted to the Commissioner as part of the reporting obligations of the Issuer. 19. Comply with all applicable environmental obligations and laws. 20. Invest surplus liquidity in investment products with a minimum rating of investment grade and with a maximum maturity of six (6) months. 21. Review the financial model pursuant to applicable regulations from time to time and update the Base Case if certain events, as described in section VIII.7, occur Negative covenants The Issuer agrees and undertakes to the Noteholders to comply with the following negative covenants from the Issue Date until the Maturity Date or until the date on which the prepayment of all of the Notes takes place: 1. Not to create, extend or permit any security interests in the current or future assets of the Issuer, unless legally required for the effective development and operation of the Project. 65

66 2. Not to incur additional financial indebtedness except for the formalisation of the necessary guarantees for the effective development of the Project (the Permitted Indebtedness ) and up to a maximum amount of five hundred thousand euros ( 500,000) in aggregate. 3. Not to carry out business transactions with any Related Party, except for (i) those arising from the Operation and Maintenance Agreement; (ii) those arising from the Administration and Management Agreement; (iii) those related to the payment of Corporate Tax within the Solaria tax group; and (iv) those related to the Subordinated Debt; and (v) those necessary for the effective development of the Project. Regarding item (v), the Issuer shall previously inform the Commissioner in writing of any such transactions. 4. Not to amend or consent to the amendment of its bylaws (estatutos sociales) in a way that could affect the Project or the Noteholders interests, unless such amendment is legally required and, in such case, with the duty to provide advance written notice to the Commissioner as soon as the Issuer becomes aware thereof. 5. Not to engage in off-balance sheet transactions or investments except for those specifically provided for in the operation of the Capex Account and the Insurance Account. 6. Not to amend or novate any of the Material Agreements or renew them such that the conditions included therein are substantially altered as a result, nor to assign its contractual position under such Material Agreements. 7. Not to provide loans or credit facilities or provide personal guarantees in favour of third parties or request personal guarantees from third parties that may give rise to payment obligations for the Issuer, unless legally required for the effective development and operation of the Project. 8. Refrain from any act or omission that could affect or constitute a breach of its obligations under the Material Agreements. 9. Not to cause or allow the Project Abandonment. 10. Not to transfer, assign, sell, lease, transfer or in any other way dispose of any of its current or future assets or revenues in an amount greater than one hundred thousand euros ( 100,000) per year, individually or in aggregate. 11. Not to adopt any resolution or decision that results in, or may result in, the dissolution, liquidation, merger or transformation of the Issuer without the prior consent of the Commissioner. 12. Not to change the nature of its activity or carry out activities or businesses different from the Project, or commit to making any investment not intended for the operation and maintenance of the Project. 66

67 13. Not to modify the Operation and Maintenance Agreement, the Administration and Management Agreement and/or the Rental Agreement without having previously informed the Commissioner and having obtained its consent Increase in costs Any principal or interest payment regarding the Notes made by or on behalf of the Issuer, shall be made free of withholdings or deductions derived from any tax, whether present or future, imposed by the corresponding Spanish tax authority (the Competent Tax Authority ), unless the Issuer is legally obliged to withhold or deduct such tax. In the latter case (the Gross-Up ), the Issuer will be responsible for the amount (the Additional Amount ) necessary to ensure that the net amount received by each Noteholder after the Gross-Up (including any tax derived from the Additional Amount) is not less than the amount that each Noteholder would have received if the withholdings or deductions had not been applied. The payment of any such Additional Amount shall only be mandatory if (i) the Noteholder is a resident for tax purposes in a European Union country other than Spain, (ii) the income is not obtained through a tax haven or a permanent establishment located in Spain or a permanent establishment located outside the EU, (iii) the Noteholder can be considered the beneficial owner of such income, and (iv) the Noteholder provides a tax residence certificate issued by the appropriate authority in the jurisdiction where they are tax resident. Furthermore, the Issuer will not be responsible for the Additional Amount regarding Notes: (i) (ii) whose holder is liable as a taxpayer for taxes, duties, assessments or governmental charges regarding the relationship that the Notes may have with Spain that is different from: (A) the mere receipt, ownership, possession or disposition of the Notes; (B) the receipt of any payment regarding the Notes; or (C) the exercise of the rights derived from the Notes; whose holder does not give the Issuer or the Paying Agent representing it the necessary information to carry out the procedures that are necessary to satisfy any interpretation by a Competent Tax Authority of Royal Decree 1065/2007 of 27 July approving the General Regulations on the actions and management and tax inspection procedures and on the implementation of the common rules for tax application procedures; (iii) for which the withholding or deduction of the abovementioned taxes is applied 67

68 on a payment to an individual and is required according to (i) Council Directive (EU) 2015/2060 of 10 November 2015 repealing Directive 2003/48/CE on taxation of savings income in the form of interest payments; or (ii) any rule that transposes or implements this Directive; or (iv) for which any withholding or deduction is necessary, derived from (i) an agreement described in Section 1471 (b) of the U.S. Internal Revenue Code of 1986 (the Code ); (ii) the provisions of Sections of the Code; (iii) any standard or agreement under the Code; (iv) any official interpretation of the Code; or, without prejudice to the provisions of this section 5.4, (v) any law to further an intergovernmental agreement regarding the Code. The Issuer is obliged to (i) apply such withholding or deduction under applicable regulations; and (ii) deposit with the appropriate authority in the jurisdiction where they are tax resident the total amount withheld or deducted under applicable regulations. Any reference in this section 5.4 to any amount relating to the Notes shall also be understood as related to any Additional Amount due under this section 5.4. If the Issuer becomes subject to any other tax authority other than the Spanish tax authority, references to Spain with respect to payments by the Issuer will be deemed to refer to Spain and/or the corresponding foreign tax authority. 6. Financial ratios The value of financial ratios referred to in this Information Memorandum shall be determined as follows: 6.1. DSCR This means, for any Relevant Distribution Period, the ratio between the Generated Cash Flow during the period and the Debt Service during the same period. The Debt Service Coverage Ratio ( DSCR ) is calculated based on the audited accounts for the full period. The Issuer shall deliver the DSCR compliance certificate within one hundred and eighty (180) Calendar Days from the closing date of the accounting period, if it is a distribution applicable to such financial year. If made during an interim six-month period, the Issuer shall deliver the DSCR compliance certificate within ninety (90) Calendar Days of the end of the calendar quarter to which the DSCR calculation relates. The Independent Auditor shall verify and certify the Debt Service Coverage Ratio calculated by the Issuer on the terms described in this Information Memorandum. 68

69 6.2. Projected DSCR This means, for any Relevant Distribution Period, the minimum DSCR for all future 12 month periods until the Maturity Date, calculated using the projected cash flow and the Debt Service payable during those periods, based on the projections included in the Base Case Procedure for determining the Debt Service Coverage Ratio, the value of the Generated Cash Flow and the value of the Surplus Cash Flow a) To confirm the Debt Service Coverage Ratio as well as to determine the value of the Generated Cash Flow and the Surplus Cash Flow, the Issuer shall provide to the Commissioner, along with the Accounts and Interim Accounts in accordance with section VIII.5, a Ratio Compliance Certificate comprising (i) the value of the Debt Service Coverage Ratio; (ii) the value of the Generated Cash Flow; and (iii) the value of the Surplus Cash Flow. b) The Commissioner shall check (based on the verification by the Independent Auditors of the Annual Accounts and Interim Accounts) compliance with the Debt Service Coverage Ratio, the Generated Cash Flow value and the Surplus Cash Flow value, for the Relevant Distribution Period. c) The calculation of the Debt Service Coverage Ratio shall be carried out in accordance with generally accepted accounting principles in Spain. d) If the applicable accounting principles are changed, the Issuer and the Commissioner, after consulting with the Noteholders, shall agree on the necessary amendments to be adopted with regard to the Debt Service Coverage Ratio calculation method under the new accounting principles while not affecting the nature or purpose thereof and not harming any of the parties. If no agreement is reached within twenty (20) Business Days after either party requests negotiations with the other, the Independent Auditor shall determine the new calculation formula. In any event, the Issuer will assume the costs and/or expenses incurred in determining the new calculation formula Impossibility of calculation A failure to report the degree of compliance with the Debt Service Coverage Ratio, the value of the Generated Cash Flow and the value of the Surplus Cash Flow to the Commissioner on a timely basis due to the failure of the Issuer to deliver the Accounts and the Ratio Compliance Certificate for reasons attributable to the Issuer shall constitute an Event of Default. 7. Base case Estimations contained in the following Base Case are not historical statements. 69

70 In these regards, although PSP6 believes the estimates contained in the Base Case are reasonable, they should be treated with caution as they could be affected by the risk and uncertainties identified in section III of this Information Memorandum ( Risk Factors ). Therefore, these estimates are not intended as any form of guarantee with regard future results, nor have they been audited and are based on the available information as of the date of its formulation. As described in section VIII.5. ( Obligations of the Issuer ) above, the Issuer will be required to review the financial model and to provide the Commissioner, no later than one month before the end of the financial year of the Issuer, with an updated Base Case in each half-regulatory period (three-year period) after the publication of the compensation parameters. The information will be presented on the basis of the same model included in Annex VII of this Information Memorandum, clearly indicating the figures that, where appropriate, have been modified when compared to the previous Base Case. Additionally, the Issuer will, update the Base Case of the financial model in accordance with applicable methodologies used by one of the "Big Four" international accounting firms, if any of following conditions are fulfilled: a) Judgment or order of a court by any competent administrative or judicial body resulting in the total or partial loss of the regulated energy tariff; or b) In the event of a change in the current rules and legal provisions applicable to the business of the renewable energies in Spain, resulting in a different legal framework or in the event of a variation in the current compensation parameters applicable to the business of the renewable energies in Spain; or c) A permanent substantial variation occurs in any parameters which, though be not directly affected by the legal framework prevalent at a time, has a material impact on the Base case, The Issuer will, within 60 days after the occurrence of any of the events described above, update the Base Case including the estimated future expenses and an estimate of the revenues for all future annual periods until the Maturity Date on the basis of the variables modified in each case and following the detail established in Annex VII. In the event that, as a result of the update of the Base Case, any Projected DSCR is lower than 1.20x, the Issuer will make it known to the Commissioner together with the communication of the amount of the partial prepayment required on the next Payment Date following the date of receipt of said communication to comply with the above mentioned 1.20x in accordance with section VIII of this Information Memorandum. The updated Base Case that complies with the minimum Projected DSCR of 1.20x for every future annual period until the Maturity Date will from thereon be considered the Base Case in accordance with the stipulations of the present Information Memorandum and notified to the Commissioner as such. 70

71 8. Early Termination of the Issue. Events of Default. The Issuer must inform the Commissioner of the occurrence of any event (the Events of Default ) that might result in the early maturity of the Notes (the Early Termination ) within a maximum period of thirty (30) Calendar Days after the Issuer becomes aware of such event. Early Termination of the Issue will result in the prepayment of the Notes, if a resolution seeking such Early Termination is adopted by the General Meeting of Noteholders. The Notes will be redeemed at par value, i.e. one hundred per cent (100%) of their rated value as of the date of early termination, plus interest accrued and unpaid to the date on which Early Termination takes place. Early Termination of the Issue will take place if any of the Events of Default detailed below occurs: 1. In the event that the Issuer has not provided the Security described in section VIII.4.3. above within fifteen (15) Business Days of the Disbursement Date, unless such period is extended by the Commissioner in accordance with the provisions of said section. 2. In the event that the Issuer hast not provided the Security described in section VIII.4.3. within the extended period approved by the Commissioner pursuant to point 1 above. 3. In the event that the Issuer has not executed the Rental Agreement on the same date that the termination of the Associated Debt takes place. 4. If there is a breach by the Issuer of its reporting obligations, affirmative covenants or negative covenants, described in sections 5.1., 5.2. and 5.3. respectively, and such breach is not remedied within sixty (60) Calendar Days, unless duly justified by a specialist or in cases of force majeure. 5. If the Issuer fails to pay any amounts due under the Notes and, in particular, without limitation, the principal, interest, fees, expenses or any other amount due. 6. If the DSCR is lower than 1.05x at any time during the term of the Issue. 7. If any of the Security interests (i) proves to be invalid or unenforceable; (ii) proves not to be a first-priority security; (iii) loses its preferred status; or (iv) is endangered for reasons attributable to the Issuer, the Operator or the Manager. 8. If there is any lack of truthfulness or accuracy that is not remedied in any of the documents or information provided by the Issuer and that seriously affects the investors, or if any contingent liability of the Issuer arises that is not included in its accounts or in the additional information delivered to the Commissioner. 71

72 9. If any permit, licence, authorisation, Material Agreement or legal requirement necessary for the proper operation or maintenance of the Project, whether present or future, is revoked, expires without being renewed, is not granted or is impaired, is not in force, or if any condition necessary for the provision thereof is not met, provided that such failure is not remedied and may jeopardize the proper operation of the Project and or the Plant. 10. If a material portion of the Project is expropriated, destroyed or damaged and the Issuer, using the compensation amounts obtained under the Insurance Policies, does not have enough funds to rebuild the Project on conditions substantially equivalent to those set out in the Material Agreements. 11. If the Project Abandonment occurs. 12. If a Material Adverse Change occurs. 13. If the Issuer encumbers the assets of the Project or if such assets are not available due to a governmental or judicial resolution. 14. If pursuant to a governmental or judicial resolution, a compulsory manager (administrador concursal o judicial) is appointed for the management bodies of the Issuer. 15. If the Issuer petitions for a declaration of insolvency under the Insolvency Act, or if such a petition is filed by a third party, if accepted by the relevant court, or if the Issuer recognises its inability to pay its debts, or if there is a commencement of the renegotiation of all or a substantial part of its payment obligations, or if there is any other similar judicial or private action that may lead to the same results. 16. If the transformation, liquidation, dissolution, merger or demerger of the Issuer is approved. 17. If security, liens or encumbrances other than the Security referred to in section VIII.4.3. of this Information Memorandum are given or created. 18. If any transmission, transfer or disposal of the shares of the Issuer involving a change of control takes place (pursuant to the provisions of article 242 of the Commerce Code), unless: The potential new controlling shareholder: a) Successfully complies with the Noteholders know your customer process (KYC); and b) Has sufficient experience in the renewable energy market and in the management of similar projects. 72

73 In the event that (a) and (b) are true, the General Meeting of Noteholders may decide on the Early Termination. However, the Prepayment Amount included in section (iv) shall not apply in this case. 2. In the event that the potential new controlling shareholder fails to comply with conditions (a) and (b) above, the General Meeting of Noteholders may also decide on the Early Termination, applying the Prepayment Amount described in section below. For the purposes of paragraphs 17.1 and 17.2 above, the Issuer shall send a communication to the Commissioner immediately after the acquisition has been approved, showing the KYC approval and the experience of the potential new controlling shareholder. The Commissioner will report the foregoing to the Noteholders within two (2) Business Days so that they can agree at a General Meeting on the sufficiency of the experience of the potential new controlling shareholder. In the event that Early Termination is not voted on by the General Meeting, the direct shareholder shall be obliged to ensure that the potential new controlling shareholder provides a first-priority pledge of the shares of the Issuer on the same terms as such shares are currently pledged in accordance with section 4.3.1, and the implementation of the Security Agreement. 19. If the Issuer uses the proceeds of the Issue for a purpose other than that described in section VII Economic rights conferred by the securities, Payment Dates, financial service of the Issue Under applicable law, the Notes covered by this Information Memorandum have no voting rights ( derechos politicos ) other than those corresponding to the Syndicate of Noteholders in accordance with the provisions of articles 403 and 419 et seq. of the restated version of the Spanish Capital Companies Act. The full text of the Rules and Regulations of the Syndicate of Noteholders is included in section VIII The economic and financial rights of the Noteholders are derived from the provisions governing interest rate, returns and repayment prices set out in sections VIII. 9.1 and VIII The Notes shall bear interest in favour of their holders as from the Disbursement Date referred to in section VIII.4.1 until the Maturity Date. The financial servicing of the Notes will be handled by Beka Finance, S.V. S.A. (the Paying Agent ). Payments regarding interest and partial or total repayments, at maturity or in advance, pursuant to the provisions of this Information Memorandum, will be made to the Noteholders by the corresponding Participating Entities which, in turn, shall receive the amounts from Iberclear, as the main depositary of the securities. 73

74 9.1. Nominal interest rate and interest payments Nominal interest rate of the Notes The interest of the Notes will a fixed interest rate equal to 3.75 percent per annum (the Interest Rate ) and will be payable monthly. The interest will accrue daily on a 30/360 basis unadjusted. The first interest accrual period will start on the Disbursement Date, as set out in section below (each of such dates being a Payment Date ). The Interest Rate for each Payment Date of the Notes shall be calculated by applying the following formula: C=N*I*Base Where: C = gross amount of the periodic coupon; N = Nominal amount of the Note on the immediately preceding Payment Date, or else on the Disbursement Date; I = annual nominal interest expressed as a percentage; Base = 30/ Date, place, entities and procedure for the payment of interest The Disbursement Date took place on 27 February The first interest accrual period starts on the Disbursement Date, the first interest Payment Date of the Notes being 15 March 2017 (the First Payment Date ). The last Payment Date of the Notes will coincide with the final maturity of the Notes on 31 December 2037 (the Maturity Date ). Payments will take place monthly, on the fifteenth (15 th ) day of the following month except for the last payment of the Notes which will coincide with the Maturity date and will have an interest accrual period from 15 November 2037 to the Maturity Date. If any of the Payment Dates of the Notes is a Non-Business Day, payment will be postponed to the next Business Day, with no accrual of default interest in favour of the Noteholders. For the purposes hereof, Business Day means any day considered as such by the TARGET2 system ( Trans-European Automated Real-Time Gross Settlement Express Transfer ). 74

75 9.2. Notes repayment. Possibility and conditions for prepayment. Final repayment date Regular payment of the Notes The principal of the Notes will be repaid monthly according to the cash flows included in the repayment schedule set forth in section 9.3. If any of the Payment Dates of the Notes is a Non-Business Day, payment will be postponed to the next Business Day, with no accrual of default interest in favour of the Noteholders Mandatory prepayment a) Partial prepayment due to the update of the Base Case in order to maintain the minimum Projected DSCR at 1.20x. In the event that, as a result of the update of the Base Case pursuant to section VIII.7 above, a partial prepayment is required on the next Payment Date, the amount corresponding to such partial prepayment shall be calculated as provided in section VIII.7. If the balance of the Restricted Reserve Account is not sufficient to fully cover the amount of the partial prepayment, the remaining shall be covered with the funds available in such account from time to time and following the Order of Priority of Payment set out in section VIII.4.4 of this Information Memorandum. For this purpose, the Noteholders must be notified not less than thirty (30) days and not more than sixty (60) days prior to the partial prepayment date, which shall coincide with the following Payment Date. The partial prepayment must be communicated to Iberclear, the Commissioner and the governing body of the MARF, and shall be published on the Issuer s website. The communication shall be deemed received by the Noteholders on the day of receipt by the last of Iberclear, the Commissioner and the governing body of the MARF. b) Partial prepayment if the DSCR is less than 1.20x for two (2) consecutive Distribution Periods. If the DSCR is less than 1.20x for two (2) or more consecutive Distribution Periods, a partial prepayment will be required until the DSCR reaches at least 1.20x. The amount corresponding to this partial prepayment will be equal to the balance deposited in the Restricted Reserve Account, deducting the amounts that must be applied for partial prepayment as described in section a) above. For this purpose, the Noteholders must be notified not less than thirty (30) days and 75

76 not more than sixty (60) days prior to the partial prepayment date, which shall coincide with the following Payment Date. The partial prepayment must be communicated to Iberclear, the Commissioner and the governing body of the MARF, and shall be published on the Issuer s website. The communication shall be deemed received by the Noteholders on the date of receipt by the last of Iberclear, the Commissioner and the governing body of the MARF. c) Partial prepayment if the amounts obtained as compensation under the Insurance Policies are not reinvested. If the Issuer receives any amount as compensation arising under the Insurance Policies, except those received for loss of profits, such amount shall be allocated to the prepayment of the Notes on a pro-rata basis. The prepayment obligation shall not apply in the following cases: (i) (ii) if compensation must be paid to third parties under the corresponding Liability Insurance Policies; or if the amount received from the insurance company is intended to repair or replace the asset that has been damaged, provided that a) the repair or replacement is made within one hundred and eighty (180) Calendar Days of the date the Issuer receives such compensation, or b) during the period of repair or replacement, the Issuer is receiving compensation from Insurance Policies for loss of profits. After one hundred and eighty (180) Calendar Days have elapsed without the repair or replacement having been carried out, the Issuer shall be required to make a mandatory prepayment of the Notes in an amount equal to such compensation, on the immediately following Payment Date. If there is a surplus after investing in the aforementioned repair or reinvestment, the Issuer shall allocate such remaining amount to partially prepay the Notes. d) Partial prepayment in the event of collection of certain indemnities different from the compensation amounts under the Insurance Policies or the Operation and Maintenance Agreement. If the Issuer receives any amounts as compensation under any of the Material Agreements different from those referred to in c) above regarding the Insurance Policies and except those received under the Operation and Maintenance Agreement, said amounts shall be allocated to partial prepayment of the Notes on the following Payment Date. 76

77 e) Total prepayment upon Early Termination As stated in section VIII.8, upon a declaration by the Noteholders of the Early Termination, the Issuer shall be required to prepay the total outstanding balance of the Notes on the immediately following Payment Date Provisions regarding voluntary prepayment of the Notes by the Issuer at any time prior to the Maturity Date (Make-Whole) At any time before the Maturity Date and as long the applicable regulations and the provisions of the Information Memorandum are complied with, the Issuer may make a total, but not partial, voluntary prepayment of the Issue. The following conditions must be met for this purpose: (i) The Issuer shall give written notice of its intention to the Commissioner at least thirty (30) Calendar Days prior to the prepayment date, which shall coincide with any Payment Date. (ii) The receipt by the Commissioner of the prepayment notice shall be deemed an irrevocable decision of the Issuer and a breach thereof shall be considered an Event of Default of the Issue, unless the Issuer states its intent to withdraw such request within fifteen (15) Calendar Days of the notice, all this without prejudice to the right of the Noteholders to request prepayment as a result of such breach in accordance with the provisions of section VIII.8.2. (iii) The Commissioner shall inform the Noteholders of the prepayment notice no later than one (1) Business Day following receipt thereof. (iv) The voluntary prepayment will be made for the prepayment amount as defined below ( Prepayment Amount ). Prepayment Amount: means, for the Issue, the sum of: (a) the outstanding principal and any other items pending payment thereunder; and (b) the Make-Whole Premium. Make-Whole Premium: means the amount in euros rounded to the nearest eurocent (half euro cents being rounded upwards), as determined by the Paying Agent, equal to the excess (if any) of (a) the sum of the present values of the outstanding principal and interest payments to (and including) the Maturity Date, over (b) the outstanding principal of the Notes. For the purposes of this paragraph, the present values of the outstanding principal and interest payments to (and including) the Maturity Date shall be calculated by discounting the relevant principal and interest payments at a rate equal to: 77

78 (a) a swap rate for the weighted average life of the outstanding principal payments in respect of the Notes derived from the screen "EUSA" (as published by Bloomberg or its successor) five (5) Business Days prior to the date of redemption, plus (b) 0.50% In the event that the cost increases set forth in section VIII.5.4 are met, the Issuer may encourage voluntary prepayment without applying the Prepayment Amount referred to in paragraph 9.3. (iv), and the other conditions set out in (i) to (iii) above shall continue to apply Repayment schedule A chart indicating the cash flows of the Issue, including disbursement, coupons and repayment of principal as of the Disbursement Date, in amount and percentage, and excluding transaction costs, appears below. These cash flows are subject to changes resulting from the partial prepayment of the Notes. Payment Date Amount Outstanding Number of Notes Unit Face Value Aggregate payment Interest payment Principal payment % Redemption % Coupon 27/02/ , ,00 15/03/ , , , , ,25 0,52% 0,1667% 15/04/ , , , , ,58 0,37% 0,3125% 15/05/ , , , , ,47 0,37% 0,3125% 15/06/ , , , , ,00 0,37% 0,3125% 15/07/ , , , , ,16 0,37% 0,3125% 15/08/ , , , , ,97 0,38% 0,3125% 15/09/ , , , , ,43 0,38% 0,3125% 15/10/ , , , , ,54 0,38% 0,3125% 15/11/ , , , , ,32 0,38% 0,3125% 15/12/ , , , , ,76 0,38% 0,3125% 15/01/ , , , , ,11 0,32% 0,3125% 15/02/ , , , , ,20 0,33% 0,3125% 15/03/ , , , , ,72 0,33% 0,3125% 15/04/ , , , , ,67 0,33% 0,3125% 15/05/ , , , , ,06 0,33% 0,3125% 15/06/ , , , , ,89 0,33% 0,3125% 15/07/ , , , , ,17 0,33% 0,3125% 15/08/ , , , , ,90 0,33% 0,3125% 15/09/ , , , , ,08 0,33% 0,3125% 78

79 15/10/ , , , , ,72 0,33% 0,3125% 15/11/ , , , , ,83 0,33% 0,3125% 15/12/ , , , , ,41 0,34% 0,3125% 15/01/ , , , , ,58 0,34% 0,3125% 15/02/ , , , , ,85 0,34% 0,3125% 15/03/ , , , , ,61 0,34% 0,3125% 15/04/ , , , , ,85 0,34% 0,3125% 15/05/ , , , , ,59 0,34% 0,3125% 15/06/ , , , , ,82 0,34% 0,3125% 15/07/ , , , , ,55 0,34% 0,3125% 15/08/ , , , , ,78 0,34% 0,3125% 15/09/ , , , , ,53 0,35% 0,3125% 15/10/ , , , , ,79 0,35% 0,3125% 15/11/ , , , , ,57 0,35% 0,3125% 15/12/ , , , , ,88 0,35% 0,3125% 15/01/ , , , , ,71 0,32% 0,3125% 15/02/ , , , , ,90 0,32% 0,3125% 15/03/ , , , , ,49 0,32% 0,3125% 15/04/ , , , , ,49 0,32% 0,3125% 15/05/ , , , , ,89 0,32% 0,3125% 15/06/ , , , , ,71 0,32% 0,3125% 15/07/ , , , , ,95 0,32% 0,3125% 15/08/ , , , , ,60 0,33% 0,3125% 15/09/ , , , , ,69 0,33% 0,3125% 15/10/ , , , , ,21 0,33% 0,3125% 15/11/ , , , , ,16 0,33% 0,3125% 15/12/ , , , , ,56 0,33% 0,3125% 15/01/ , , , , ,96 0,32% 0,3125% 15/02/ , , , , ,07 0,32% 0,3125% 15/03/ , , , , ,61 0,32% 0,3125% 15/04/ , , , , ,57 0,33% 0,3125% 15/05/ , , , , ,96 0,33% 0,3125% 15/06/ , , , , ,78 0,33% 0,3125% 15/07/ , , , , ,04 0,33% 0,3125% 15/08/ , , , , ,74 0,33% 0,3125% 15/09/ , , , , ,89 0,33% 0,3125% 15/10/ , , , , ,49 0,33% 0,3125% 15/11/ , , , , ,54 0,33% 0,3125% 15/12/ , , , , ,05 0,33% 0,3125% 15/01/ , , , , ,32 0,33% 0,3125% 15/02/ , , , , ,52 0,33% 0,3125% 15/03/ , , , , ,17 0,33% 0,3125% 15/04/ , , , , ,30 0,34% 0,3125% 15/05/ , , , , ,91 0,34% 0,3125% 15/06/ , , , , ,99 0,34% 0,3125% 15/07/ , , , , ,56 0,34% 0,3125% 79

80 15/08/ , , , , ,62 0,34% 0,3125% 15/09/ , , , , ,17 0,34% 0,3125% 15/10/ , , , , ,22 0,34% 0,3125% 15/11/ , , , , ,77 0,34% 0,3125% 15/12/ , , , , ,83 0,34% 0,3125% 15/01/ , , , , ,58 0,33% 0,3125% 15/02/ , , , , ,42 0,33% 0,3125% 15/03/ , , , , ,70 0,33% 0,3125% 15/04/ , , , , ,44 0,33% 0,3125% 15/05/ , , , , ,64 0,33% 0,3125% 15/06/ , , , , ,30 0,33% 0,3125% 15/07/ , , , , ,43 0,34% 0,3125% 15/08/ , , , , ,03 0,34% 0,3125% 15/09/ , , , , ,11 0,34% 0,3125% 15/10/ , , , , ,67 0,34% 0,3125% 15/11/ , , , , ,71 0,34% 0,3125% 15/12/ , , , , ,25 0,34% 0,3125% 15/01/ , , , , ,28 0,34% 0,3125% 15/02/ , , , , ,11 0,34% 0,3125% 15/03/ , , , , ,43 0,34% 0,3125% 15/04/ , , , , ,25 0,34% 0,3125% 15/05/ , , , , ,58 0,34% 0,3125% 15/06/ , , , , ,42 0,35% 0,3125% 15/07/ , , , , ,78 0,35% 0,3125% 15/08/ , , , , ,65 0,35% 0,3125% 15/09/ , , , , ,05 0,35% 0,3125% 15/10/ , , , , ,98 0,35% 0,3125% 15/11/ , , , , ,44 0,35% 0,3125% 15/12/ , , , , ,44 0,35% 0,3125% 15/01/ , , , , ,93 0,35% 0,3125% 15/02/ , , , , ,92 0,35% 0,3125% 15/03/ , , , , ,45 0,35% 0,3125% 15/04/ , , , , ,52 0,35% 0,3125% 15/05/ , , , , ,13 0,35% 0,3125% 15/06/ , , , , ,30 0,35% 0,3125% 15/07/ , , , , ,03 0,36% 0,3125% 15/08/ , , , , ,32 0,36% 0,3125% 15/09/ , , , , ,17 0,36% 0,3125% 15/10/ , , , , ,60 0,36% 0,3125% 15/11/ , , , , ,60 0,36% 0,3125% 15/12/ , , , , ,18 0,36% 0,3125% 15/01/ , , , , ,36 0,36% 0,3125% 15/02/ , , , , ,06 0,36% 0,3125% 15/03/ , , , , ,35 0,36% 0,3125% 15/04/ , , , , ,25 0,37% 0,3125% 15/05/ , , , , ,74 0,37% 0,3125% 80

81 15/06/ , , , , ,84 0,37% 0,3125% 15/07/ , , , , ,56 0,37% 0,3125% 15/08/ , , , , ,89 0,37% 0,3125% 15/09/ , , , , ,85 0,37% 0,3125% 15/10/ , , , , ,43 0,37% 0,3125% 15/11/ , , , , ,65 0,37% 0,3125% 15/12/ , , , , ,50 0,37% 0,3125% 15/01/ , , , , ,28 0,38% 0,3125% 15/02/ , , , , ,86 0,38% 0,3125% 15/03/ , , , , ,09 0,38% 0,3125% 15/04/ , , , , ,97 0,38% 0,3125% 15/05/ , , , , ,52 0,38% 0,3125% 15/06/ , , , , ,73 0,38% 0,3125% 15/07/ , , , , ,62 0,38% 0,3125% 15/08/ , , , , ,18 0,38% 0,3125% 15/09/ , , , , ,43 0,38% 0,3125% 15/10/ , , , , ,37 0,39% 0,3125% 15/11/ , , , , ,99 0,39% 0,3125% 15/12/ , , , , ,32 0,39% 0,3125% 15/01/ , , , , ,15 0,38% 0,3125% 15/02/ , , , , ,94 0,38% 0,3125% 15/03/ , , , , ,42 0,39% 0,3125% 15/04/ , , , , ,58 0,39% 0,3125% 15/05/ , , , , ,45 0,39% 0,3125% 15/06/ , , , , ,02 0,39% 0,3125% 15/07/ , , , , ,29 0,39% 0,3125% 15/08/ , , , , ,28 0,39% 0,3125% 15/09/ , , , , ,99 0,39% 0,3125% 15/10/ , , , , ,42 0,39% 0,3125% 15/11/ , , , , ,58 0,40% 0,3125% 15/12/ , , , , ,47 0,40% 0,3125% 15/01/ , , , , ,93 0,40% 0,3125% 15/02/ , , , , ,95 0,40% 0,3125% 15/03/ , , , , ,72 0,40% 0,3125% 15/04/ , , , , ,24 0,40% 0,3125% 15/05/ , , , , ,52 0,40% 0,3125% 15/06/ , , , , ,56 0,40% 0,3125% 15/07/ , , , , ,37 0,40% 0,3125% 15/08/ , , , , ,96 0,41% 0,3125% 15/09/ , , , , ,32 0,41% 0,3125% 15/10/ , , , , ,48 0,41% 0,3125% 15/11/ , , , , ,42 0,41% 0,3125% 15/12/ , , , , ,16 0,41% 0,3125% 15/01/ , , , , ,85 0,41% 0,3125% 15/02/ , , , , ,71 0,41% 0,3125% 15/03/ , , , , ,39 0,41% 0,3125% 81

82 15/04/ , , , , ,88 0,42% 0,3125% 15/05/ , , , , ,20 0,42% 0,3125% 15/06/ , , , , ,35 0,42% 0,3125% 15/07/ , , , , ,33 0,42% 0,3125% 15/08/ , , , , ,16 0,42% 0,3125% 15/09/ , , , , ,83 0,42% 0,3125% 15/10/ , , , , ,35 0,42% 0,3125% 15/11/ , , , , ,73 0,42% 0,3125% 15/12/ , , , , ,97 0,43% 0,3125% 15/01/ , , , , ,63 0,43% 0,3125% 15/02/ , , , , ,15 0,43% 0,3125% 15/03/ , , , , ,56 0,43% 0,3125% 15/04/ , , , , ,85 0,43% 0,3125% 15/05/ , , , , ,03 0,43% 0,3125% 15/06/ , , , , ,11 0,43% 0,3125% 15/07/ , , , , ,09 0,43% 0,3125% 15/08/ , , , , ,98 0,44% 0,3125% 15/09/ , , , , ,79 0,44% 0,3125% 15/10/ , , , , ,51 0,44% 0,3125% 15/11/ , , , , ,17 0,44% 0,3125% 15/12/ , , , , ,76 0,44% 0,3125% 15/01/ , , , , ,05 0,44% 0,3125% 15/02/ , , , , ,05 0,44% 0,3125% 15/03/ , , , , ,00 0,45% 0,3125% 15/04/ , , , , ,90 0,45% 0,3125% 15/05/ , , , , ,77 0,45% 0,3125% 15/06/ , , , , ,60 0,45% 0,3125% 15/07/ , , , , ,41 0,45% 0,3125% 15/08/ , , , , ,20 0,45% 0,3125% 15/09/ , , , , ,97 0,45% 0,3125% 15/10/ , , , , ,74 0,46% 0,3125% 15/11/ , , , , ,51 0,46% 0,3125% 15/12/ , , , , ,28 0,46% 0,3125% 15/01/ , , , , ,99 0,46% 0,3125% 15/02/ , , , , ,30 0,46% 0,3125% 15/03/ , , , , ,64 0,46% 0,3125% 15/04/ , , , , ,01 0,46% 0,3125% 15/05/ , , , , ,41 0,47% 0,3125% 15/06/ , , , , ,86 0,47% 0,3125% 15/07/ , , , , ,35 0,47% 0,3125% 15/08/ , , , , ,90 0,47% 0,3125% 15/09/ , , , , ,51 0,47% 0,3125% 15/10/ , , , , ,18 0,47% 0,3125% 15/11/ , , , , ,93 0,47% 0,3125% 15/12/ , , , , ,77 0,48% 0,3125% 15/01/ , , , , ,70 0,48% 0,3125% 82

83 15/02/ , , , , ,21 0,48% 0,3125% 15/03/ , , , , ,82 0,48% 0,3125% 15/04/ , , , , ,54 0,48% 0,3125% 15/05/ , , , , ,37 0,48% 0,3125% 15/06/ , , , , ,31 0,48% 0,3125% 15/07/ , , , , ,38 0,49% 0,3125% 15/08/ , , , , ,58 0,49% 0,3125% 15/09/ , , , , ,92 0,49% 0,3125% 15/10/ , , , , ,41 0,49% 0,3125% 15/11/ , , , , ,04 0,49% 0,3125% 15/12/ , , , , ,84 0,49% 0,3125% 15/01/ , , , , ,82 0,49% 0,3125% 15/02/ , , , , ,44 0,50% 0,3125% 15/03/ , , , , ,24 0,50% 0,3125% 15/04/ , , , , ,22 0,50% 0,3125% 15/05/ , , , , ,39 0,50% 0,3125% 15/06/ , , , , ,75 0,50% 0,3125% 15/07/ , , , , ,32 0,50% 0,3125% 15/08/ , , , , ,11 0,51% 0,3125% 15/09/ , , , , ,11 0,51% 0,3125% 15/10/ , , , , ,33 0,51% 0,3125% 15/11/ , , , , ,79 0,51% 0,3125% 15/12/ , , , , ,49 0,51% 0,3125% 15/01/ , , , , ,32 0,50% 0,3125% 15/02/ , , , , ,34 0,50% 0,3125% 15/03/ , , , , ,58 0,51% 0,3125% 15/04/ , , , , ,04 0,51% 0,3125% 15/05/ , , , , ,72 0,51% 0,3125% 15/06/ , , , , ,64 0,51% 0,3125% 15/07/ , , , , ,80 0,51% 0,3125% 15/08/ , , , , ,21 0,51% 0,3125% 15/09/ , , , , ,87 0,52% 0,3125% 15/10/ , , , , ,79 0,52% 0,3125% 15/11/ , , , , ,98 0,52% 0,3125% 15/12/ , , , , ,44 0,52% 0,3125% 15/01/ , , , , ,75 0,50% 0,3125% 15/02/ , , , , ,98 0,51% 0,3125% 15/03/ , , , , ,42 0,51% 0,3125% 15/04/ , , , , ,09 0,51% 0,3125% 15/05/ , , , , ,99 0,51% 0,3125% 15/06/ , , , , ,14 0,51% 0,3125% 15/07/ , , , , ,53 0,51% 0,3125% 15/08/ , , , , ,17 0,52% 0,3125% 15/09/ , , , , ,08 0,52% 0,3125% 15/10/ , , , , ,26 0,52% 0,3125% 15/11/ , , , , ,71 0,52% 0,3125% 83

84 31/12/2037 0, , ,98 767, ,38 0,36% 0,4792% 10. Syndicate of Noteholders. Modification and Waiver The Noteholders shall meet in accordance with certain regulations governing the Syndicate of Noteholders, described in this Information Memorandum. The Company has appointed Bondholders, S.L. as Commissioner and Bondholders, S.L. has accepted the role. Bondholders, S.L. is a limited liability company incorporated in Spain, with a registered office at Avenida de Francia, 17, A, 1, Valencia, Spain and Tax Identification Number (NIF) B For purposes of clarification, the Commissioner does not assume any responsibility for the authenticity, accuracy or reliability of the information included in this Information Memorandum provided by the Issuer. The text of the rules and regulations of the Syndicate of Noteholders of the Senior secured notes PSP6 February 2017 is as follows (the Rules and Regulations ): RULES AND REGULATIONS OF THE SYNDICATE OF NOTEHOLDERS OF THE Senior secured notes PSP6 February 2017 RULES AND REGULATIONS The rules and regulations that follow correspond to the Syndicate of Noteholders of the Notes comprising the Senior secured notes PSP6 February 2017 (the Issue or the Notes, as applicable). TITLE I INCORPORATION, NAME, PURPOSE, REGISTERED OFFICE AND DURATION OF THE SYNDICATE OF NOTEHOLDERS ARTICLE 1.- INCORPORATION In accordance with the provisions of Chapter IV of Title XI of the restated text of Royal Legislative Decree 1/2010 of 2 July approving the restated text of t Royal Legislative Decree 1/2010, of 2 July, which approves the consolidated text of the corporate law (Real Decreto Legislativo 1/2010, de 2 de julio, que aprueba el texto refundido de la Ley de Sociedades de Capital) (the Spanish Capital Companies Act ), a syndicate (the Syndicate of Noteholders or the Syndicate ) of the owners of the Notes making up the Issue (the Noteholders ) shall be created once the Notes have been fully subscribed and paid up. The Syndicate shall be governed by these Rules and Regulations, by the Spanish Capital Companies Act and by other applicable legislation. ARTICLE 2.- NAME The syndicate shall be named SYNDICATE OF NOTEHOLDERS OF THE ISSUE OF NOTES OF SENIOR SECURED NOTES PSP6 FEBRUARY

85 ARTICLE 3.- PURPOSE The Syndicate is formed for the purpose of representing and protecting the lawful interests of the Noteholders visà-vis the Issuer by means of the exercise of the rights provided by applicable law and by these Rules and Regulations, to exercise them and preserve them collectively and by means of the representation described in these Rules and Regulations. ARTICLE 4.- REGISTERED OFFICE The Syndicate s registered office shall be located in Madrid, at calle Princesa 2. However, when deemed necessary, the General Meeting of Noteholders may also be convened in any other place in Madrid as expressly specified in the announcement of the meeting, or in any other place if the General Meeting is an all Noteholders meeting. ARTICLE 5.- DURATION The Syndicate shall remain in effect until the payment of the Noteholders rights to principal, interest or anything else to which they are entitled are satisfied, or until all the Notes have been repaid in compliance with the terms and conditions of the Issue. TITLE II RULES OF THE SYNDICATE ARTICLE 6.- SYNDICATE MANAGEMENT BODIES The management bodies of the Syndicate are: a) The general meeting of Noteholders (the General Meeting of Noteholders ). b) The Commissioner (comisario) of the General Meeting of Noteholders (the Commissioner ). ARTICLE 7.- LEGAL NATURE Subject to the provisions of these Rules and Regulations, a duly called General Meeting with a valid quorum is the body that expresses the will of the Noteholders, and its resolutions are binding upon all Noteholders as provided by law. ARTICLE 8.- CONVENING MEETINGS A General Meeting shall be convened by the directors of the Issuer or by the Commissioner whenever they may deem it advisable. Notwithstanding the above, the Commissioner will convene a General Meeting whenever so requested in writing, with a statement of the purpose of the meeting and the items on the agenda to be discussed, by Noteholders representing at least (i) one-twentieth of the total outstanding amount of the Issue, or (ii) the legally established minimum. In such case, the General Meeting shall be held within forty-five (45) days of the receipt of a valid request by the Commissioner. ARTICLE 9.- PROVISIONS FOR CONVENING MEETINGS Notification of a General Meeting will be provided at least (i) fifteen (15) days prior to the date set for the meeting, or (ii) within the legally established minimum period, by means of (a) an announcement on the Issuer s website and a notice of significant fact ( hecho relevante ) in the MARF, or (b) a notice published in the Official Gazette of the Commercial Registry or in a national newspaper, or (c) a notice to the Noteholders pursuant to the terms and conditions of the Notes. The period shall count from the date of publication of the notice or from the date on which the notice is sent to the 85

86 last Noteholder, depending on the method of the call. The calculation of the period shall not include the date on which the notice is published or communicated or the date on which the General Meeting takes place. In any case, the notice shall include the name of the Issuer and the name of the Syndicate, the place, date and time of the meeting, both on first and second call, with at least a 24-hour period between them, the agenda of the matters to be discussed, and the manner of proving ownership of the Notes in order to entitled to attend the General Meeting. Notwithstanding the foregoing, the General Meeting shall be deemed validly convened and constituted to discuss any matters within the power of the Syndicate if Noteholders representing all of the outstanding Notes are present in person or by proxy, and provided that provided that they unanimously approve the holding of such meeting and the agenda. The Commissioner or the Noteholders may approve instructions, rules, media and procedures for casting votes and for granting proxies by long distance communication, which shall be appropriate to current technical standards and conform to any rules issued to such effect. The rules of implementation adopted by the Commissioner shall be communicated to the Noteholders, who shall approve them at a Meeting. For purposes of communications with and notifications to the Noteholders regarding, amongst other things and without limitation, calls to meeting, possible expansions or amendments of the terms for the performance of the Issuer s obligations, regardless of whether they have been published in the MARF, those Noteholders that so decide may contact the Commissioner and provide their contact information so that the Commissioner can provide such information or communications to the relevant Noteholder so requesting at the same time they are sent to the Market or to any depositaries. In this context, Noteholders who proceed according to the preceding paragraph expressly agree that the Commissioner is acting in the best interest of all of the Noteholders and must therefore avoid the asymmetrical receipt of information. Without prejudice of the foregoing, the public information provided by the Issuer to the Commissioner and published by the MARF pursuant to the provisions of section 5.1 shall be available to the Noteholders through free access to the website of the Commissioner. ARTICLE 10.- RIGHT TO ATTEND MEETINGS Noteholders who have held such status for at least five (5) days prior to the date on which the General Meeting is to be held shall have the right to attend the meeting. The Directors of the Issuer and the Paying Agent shall have the right to attend the General Meeting even if they have not been requested to attend. ARTICLE 11.- RIGHT TO PROXY REPRESENTATION All Noteholders entitled to attend the General Meeting also have the right to be represented by another Noteholder. In addition, any Noteholder with the right to attend the meetings may, in case it is unable to delegate it s representation to another Noteholder, be represented by the Commissioner, but in no case may be represented by the directors of the company, even if these are also Noteholders. Appointment of a proxy must be in writing and only for each particular meeting. The proxy must be granted in writing and individually for each General Meeting. ARTICLE 12.- APPROVAL OF RESOLUTIONS The General Meeting shall approve resolutions by an absolute majority of the votes cast. As an exception, an amendment of the term or the conditions for repayment of the face value of the Notes shall require the approval of two-thirds of the outstanding Notes and, therefore, the attendance of at least two-thirds of the outstanding Notes shall be required to constitute a valid quorum for the Meeting. ARTICLE 13.- VOTING RIGHTS At General Meetings, one vote shall be granted for each nominal amount of Notes equivalent to 100,000, or to the outstanding nominal value present in person or by proxy. In any case, if so provided in the call to the General Meeting of Noteholders, the vote may be conducted by remote means of communication, including ordinary post or data transmission means, provided that (a) the identity of the Noteholder exercising the voting right is duly assured, and (b) the vote is recorded in some type of media. ARTICLE 14.- CHAIR OF THE GENERAL MEETING 86

87 The General Meeting shall be chaired by the Commissioner, or, if applicable, by the person so appointed by the General Meeting of Noteholders, who will direct the discussions, end the debate when deemed appropriate, and provide that the matters to be put to a vote. If appropriate, the attendees may also appoint a person to act as the secretary of the Meeting. ARTICLE 15.- ATTENDANCE LIST Before addressing the items on the agenda, the Commissioner shall prepare the attendance list, including the nature and representation of each attendee, and the outstanding balance of the Notes both directly owned and/or represented at the meeting. ARTICLE 16.- POWERS OF THE GENERAL MEETING The General Meeting may approve whatever is necessary to (i) best defend the legitimate interests of the Noteholders vis-à-vis the Issuer; (ii) amend, in agreement with the Issuer, the terms and conditions of the Notes, whether or not such amendments are deemed essential; (iii) dismiss or appoint the Commissioner; (iv) exercise, if appropriate, the corresponding legal claims and approve the expenses incurred in defending the interests of the Noteholders. The General Meeting, acting through the Commissioner, shall also have the power to commence the enforcement of the security interests granted in favour of the Notes (the Security ), in compliance with the terms and conditions of the Notes and of such Security. ARTICLE 17.- CHALLENGE OF RESOLUTIONS The resolutions of the General Meeting may be challenged by the Noteholders in accordance with the provisions of the Spanish Capital Companies Act for the challenge of corporate resolutions. ARTICLE 18.- MINUTES The minutes of the meeting shall be approved by the General Meeting itself immediately after the holding of the meeting, or alternatively within a period fifteen (15) days, by the Commissioner and at least one Noteholder appointed for such purpose by the General Meeting. ARTICLE 19.- CERTIFICATIONS Certifications of the minute shall be issued by the Commissioner. ARTICLE 20.- INDIVIDUAL EXERCISE OF ACTIONS Noteholders shall only be entitled to individually exercise the corresponding judicial or extrajudicial actions if said actions do not contradict the resolutions previously adopted by the Syndicate, within its powers, and if compatible with the powers conferred thereon. In accordance with the foregoing, Noteholders may only exercise individual claims to enforce the Security if such claims do not contravene the resolutions previously passed by the Syndicate, within its powers, and in accordance with article 429 of the Spanish Capital Companies Act, and as long as they are compatible with the terms and conditions of the corresponding Security. TITLE III THE COMMISSIONER ARTICLE 21.- LEGAL NATURE OF THE COMMISSIONER The Commissioner shall legally represent the Syndicate and shall act as a liaison between the Syndicate and the Issuer. 87

88 ARTICLE 22.- APPOINTMENT AND DURATION OF THE POSITION The Issuer appoints Bondholders, S.L. as the Commissioner, although the General Meeting may appoint another person if it so deems appropriate. The Commissioner s remuneration shall be established by the Issuer. ARTICLE 23.- POWERS The Commissioner shall have the following powers: 1. To protect the common interests of the Noteholders; 2. To call and if applicable to chair the General Meeting; 3. To notify the Issuer of the resolutions of the Syndicate; 4. To take all actions the Commissioner should or may take pursuant to the terms and conditions of the Notes; 5.To ensure repayment of the principal and the payment of interest; 6. To implement the resolutions of the General Meeting; 7. To bring appropriate claims against the Issuer, the directors or the liquidators, and regarding the Security for the Issue; 8. To accept on behalf of the Noteholders any security, including security interests, granted in their favour, and sign any other public or private documents related to such security as may be required; and 9. In general, those provided by Law and by these Rules and Regulations. TITLE IV SPECIAL PROVISIONS ARTICLE 24.- SUBMISSION TO JURISDICTION By the sole fact of being Noteholders, the Noteholders expressly renouncing their own jurisdictions and submit to Spanish law and the jurisdiction of the Courts and Tribunals of the city of Madrid for the resolution of all matters arising in connection with these Rules and Regulations. Upon subscribing the Notes, the holder thereof automatically becomes a member of the Syndicate. The provisions relating to the meetings of the Syndicate are included in the Rules and Regulations, as provided above. 11. Liquidity Commitment There is no liquidity commitment. 12. Representation by book entries (anotaciones en cuenta) and express appointment of the company in charge of the book entry registry, along with its participating entities Representation by book entries The Notes are represented solely by means of book entries and are constituted as such by virtue of their inscription in the corresponding book entry. Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. ( Iberclear ) is the main depositary of the securities, designated as the entity in 88

89 charge of the book entry registry pursuant to article 8.3 of the LMV. The Paying Agent will be in charge of settling the transaction within Iberclear and distributing the securities of the Issue (represented by book entries) to the investors or the entity or entities they designate. The applicable law regarding book entries shall be the LMV and Royal Decree Law 878/2015, of 2 October, on compensation, liquidation and recording of marketable securities represented by book entries, on the legal regime of central securities depositories and central counterparties, and on the transparency requirements of the issuers of securities admitted to trading on an official secondary market ( RD 878/2015 ). The Notes were registered with Iberclear on the Disbursement Date. Noteholders that do not have an account with Iberclear, either directly or indirectly through their depositaries, may invest in the Notes through bridge accounts held by Euroclear Bank S.A./N.V. and Clearstream Banking, Société Anonyme, Luxembourg with Iberclear Restriction on free transferability of the securities According to the current legislation, there are no specific or general restrictions on the free transferability of the securities, without prejudice to limitations that may derive from applicable rules and regulations in the countries where the Issue will occur or those deriving from the Multilateral Trading System on which they are traded. Pursuant to Circular 1/2015, the Notes are directed exclusively to professional clients and qualified investors. The Notes may be freely transferred by any means allowed by Law and in compliance with the rules and regulations of the MARF, where the Notes will be included for trading. The ownership of each Note will be transferred by book entry transfer. The entry of the transfer in favour of the acquirer in the book entry registry will produce the same effects as transfer of title to securities and the transfer will be effective against third parties as from such time. 13. Applicable law Applicable law The securities are issued pursuant to Spanish law, which is applicable to the Issuer and to the Notes. In particular, they are issued pursuant to the LMV, the Spanish Capital Companies Act, Circular 1/2015 and the rules and regulations thereunder Spanish Courts The courts and tribunals of the city of Madrid have exclusive jurisdiction to settle any disputes arising from or in connection with the Notes (including disputes regarding any noncontractual obligation arising from or in connection with the Notes). 89

90 13.3. Resolutions, authorisations and approvals by virtue of which the securities are issued Given that the Company has a shareholding structure revolving around its sole shareholder, Solaria Energía Generación Renovable, S.L., the Issue of the Notes has been approved with the decision of Solaria Energía Generación Renovable S.L., as sole shareholder of the Company, on 30 January Limitation Period Claims for principal and interest shall become void unless made within a period of five (5) years from the date on which the payment in question first becomes due. 15. Paying Agent Acting under the Agency Agreement and in connection with the Notes, the Paying Agent acts solely as agent of the Issuer, and does not assume any obligations towards or any relationship of agency or trust for or with any of the Noteholders. The initial Paying Agent and its initial specified office is Beka Finance, S.V., S.A. which has subscribed a payment agency agreement (the Agency Agreement ) with the Issuer, which shall be in force until the Maturity Date of the Notes. Notwithstanding the previous, the Issuer reserves the right to novate or to unilaterally desist from the Agency Agreement after two (2) years have elapsed from its date of formalization. Additionally, either the Issuer or the Paying Agent shall terminate the Agency Agreement at any time in the event that any of the parties breaches its material obligations without being remedied within a term of fifteen (15) days from the date of receipt of the notification sent by the other party. In view of the above, the Issuer shall appoint a successor agent and additional or successor agents, provided, however, that the Issuer shall at all times maintain (a) an agent, and (b) so long as the Notes are listed on any multilateral trading facility or secondary market, there will at all times be a Paying Agent with a specified office in such place as may be required by the rules and regulations of the relevant multilateral trading facility or secondary market. Notice of any change in the Paying Agent or in its specified offices shall promptly be given to the Noteholders. IX. ADMISSION OF THE SECURITIES 1. Request for admission of the securities on the Alternative Fixed-Income Market. Deadline for admission to trading. Admission will be requested for the Notes described in this Information Memorandum on 90

91 the multilateral trading system known as the Alternative Fixed-Income Market (Mercado Alternativo de Renta Fija, or MARF). Said listing will take place within thirty (30) days following the Disbursement Date. If said term is not met, the reasons for the delay shall be communicated to the MARF and shall be disclosed to the public through a national newspaper, without prejudice to any potential contractual liability that the Issuer might incur. The MARF has the legal structure of a multilateral trading system (Sistema Multilateral de Negociación, SMN) under the terms established in articles 317 et seq. of the LMV, constituting an alternative unofficial market for the trading of fixed-income securities. This Information Memorandum includes the information required in Annex 1-B of Circular 1/2015. Neither the governing body of MARF, the National Securities Market Commission (Comisión Nacional del Mercado de Valores or CNMV) nor the Placement Entity have approved or verified or checked the contents of the Information Memorandum, the accounts of the Issuer, the rating report or the risk of the Issue required under Circular 1/2015. The intervention of the governing body of the MARF does not entail a representation, acknowledgement or confirmation of the completeness, intelligibility or consistency of the information contained in the documentation provided by the Issuer. The investor is advised to fully and carefully read the Information Memorandum prior to making any investment decision regarding the securities. The Issuer expressly states for the record that it is aware of and knows the requirements and conditions necessary for admission and exclusion of the securities in the MARF, pursuant to the current legislation and the requirements of its governing bodies, and expressly agrees to comply therewith. The Issuer expressly states for the record that it has met the requirements for registration and settlement of the transaction in Iberclear. The settlement of transactions will be carried out through Iberclear. 2. Costs of all legal, financial and audit services and other costs to the Issuer and placement costs and, if necessary, underwriting costs originated by the Issue, placement and admission of the securities. The expenses of the issue and admission of the Notes on the MARF amount to a total amount of approximately 459,000 euros. 91

92 X. THIRD PARTY INFORMATION, STATEMENT BY EXPERTS AND DECLARATIONS OF INTEREST No statements or reports attributed to a person as an expert are included in the Information Memorandum. No statements or reports attributed to a third party are included in the Information Memorandum. XI. REFERENCES The Issuer declares that the following documents (or copies thereof) may be inspected, if necessary, during the validity period of the Information Memorandum: a) The bylaws of the Issuer are available at the Commercial Registry of Madrid. b) The historical financial information of the Issuer for each of the two financial years preceding the publication of the Information Memorandum is available at the Commercial Registry of Madrid and can be consulted in the Annex II, III of this Information Memorandum. As the person responsible for the Information Memorandum Mr José Arturo Díaz Tejeiro Larrañaga PLANTA SOLAR PUERTOLLANO 6, S.A.U. 92

93 ANNEX I. DEFINITIONS For purposes of this Information Memorandum, the following terms shall have the meaning respectively ascribed below: Account Bank : means the provider of the Project Accounts into which all of the Project s funds will be deposited. The Account Bank will initially be Banco Santander, which may be replaced pursuant to the requirements described in section VIII Administration and Management Agreement : means the contract signed between Solaria and PSP6. Agency Agreement : means the contract signed between Beka Finance Securities and PSP6. Associated Debt : means debt associated to the Project as described in Section VII Available Resources : means available resources as defined in Section VIII Base Case : means the Project s financial model and projections based on the Issuer s Hypothesis, which may be revised by the Independent Auditor, and which will be updated and communicated to the Noteholders through the Commissioner, as provided in section VIII.7 following the model included in Annex VII of this Information Memorandum. The initial Base Case is included in Annex VII. Business Days and each individually a Business Day : means, for purposes of the calculation of interest rates and the making of payments, any day of the week on which payments can be made in euros in the TARGET2 system and, for other purposes, any day of the week other than Saturdays, Sundays and holidays indicated as such in the official calendar of Madrid (capital) and La Rioja. Calendar Days and each individually a Calendar Day : means all of the days in the Gregorian calendar. Capex Account : means account number ES opened by the Issuer with the Account Bank. CNMC : means the National Markets and Competition Commission (Comisión Nacional de los Mercados y la Competencia). Code : means US Internal Revenue Code of Commissioner : means, the trustee (comisario) as this term is defined under the consolidated text of the Spanish Limited Liability Companies Law, approved by Royal Legislative Decree 1/2010, of 2 July 2010 (Texto Refundido de la Ley de Sociedades de Capital, aprobado por el 93

94 Real Decreto Legislativo 1/2010, de 2 de Julio de 2010) of the Syndicate of Noteholders. Debt Service : means the sum, for a specific period, of the payments due for the repayment of principal and the payment ordinary interest and any default interest with respect to the Notes. Debt Service Reserve Account : means account number ES opened by the Issuer with the Account Bank. Derivatives : means derivative contract signed by PSP6 with Bankinter S.A. Directive 2004/39/EC : means Directive 2004/39/EC of the European Parliament and of the Council, of 21 April 2004, on markets in financial instruments amending Council Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of the Council and repealing Council Directive 93/22/EEC. Disbursement Date : means 27 February Distributions : means any distribution or payment in cash or in kind made by the Issuer to its sole shareholder, or distribution of reserves, share capital reductions and reimbursements of Issue premiums. DSCR : means for any Relevant Distribution Period, the ratio between the Generated Cash Flow during the period and the Debt Service during the same period. Early Termination : means early maturity of the Notes as described in Section VIII.8. Electric Distribution Company : means Iberdrola Distribución Eléctrica, S.A.U. Escrow Account : means the bank account opened prior to the Disbursement Date owned by a Notary of Madrid, with an institution having an investment grade credit rating issued by both Moody s Investors Service and Fitch Ratings Ltd. ESG : means environmental, social and governance matters. Event of Default : means any of the events detailed in section VIII.8. of this Information Memorandum. Financial Documents : means, collectively, the following documents (including their corresponding schedules and amendments): a) the Issue Document; b) the Security Agreement; c) the Agency Agreement; d) the Placement Agreement; and 94

95 e) any other agreement designated as Financial by the Noteholders or the Paying Agent. Financial Institutions : means Bankinter S.A. and Banco Popular S.A. First Payment Date : means 15 March General Meeting of Noteholders : means the general meeting of Noteholders. Generated Cash Flow : means, for a particular Relevant Distribution Period, the total of the following items: (a) (b) (c) income from the return on investment (Rinv), the return of the operation (Ro), the sale of energy from the Project at market price and, indemnification received from Insurance Policies for loss of profit, collections of financial interest for balances in the Project Accounts, collections of compensation received for inability of the Issuer under the Operation and Maintenance Agreement; minus payments for investments and the payments necessary for the proper operation of the Project (including taxes, Project operation and maintenance related payments, payments of the Insurance Policies and supplies); minus payments of fees corresponding to rating agencies, the Paying Agent, the Commissioner, auditors, lawyers, notaries, etc. The Independent Auditor will verify and certify the amount of the Generated Cash Flow calculated by the Issuer upon the terms described in this Information Memorandum. Iberclear : means Sociedad de Gestión de los Sistemas de Registro, Compensación y Liquidación de Valores, S.A.U. Independent Auditor : means Ernst & Young, S.L. or any other well-known international audit firm designated by the Issuer and previously communicated to the Commissioner. Insolvency Act : means Law 22/2003 of 9 July on Insolvency. Insurance Account : means account number ES opened by the Issuer with the Account Bank. Insurance Policies : means the policies obtained by the Issuer from the Insurer as well as any other that hereafter replaces them, and other insurance that may be obtained by the Issuer regarding the Project at any time. 95

96 Insurer : means Fidelidade-Companhia de Seguros, S.A., Spain branch, or any other company that takes on its duties. Interest Period : means each period of one (1) month into which the term of the Issue (from the Issue Date to the Maturity Date) is divided into for purposes of the calculation and liquidation of interest. Interest Rate : means nominal interest rate of the Notes as defined in section VIII Interim Accounts : means the audited income statement, the balance sheet, the cash flow statement and the statement of changes in shareholders equity of the first half-year in each financial year. Issue amount : means forty-five million one hundred thousand euros ( 45,100,000). Issue : means senior secured notes PSP6 February Issue Date : means 22 February Issue Document : means a private issue document which includes the terms and conditions of the Notes. Issuer, Company or PSP6 : means Planta Solar Puertollano 6, S.A.U. Issuer s Account : means account number ES LMV, Securities Market Act or RLD 4/2015 : means Royal Legislative Decree 4/2015, of 23 October, approving the restated text of the Securities Market Act (Ley del Mercado de Valores). Law 54/1997 : means Law 54/1997 of 27 November, on the Electricity Sector. Main Account : means account number ES opened by the Issuer with the Account Bank. Manager means Solaria Energía y Medio Ambiente, S.A. MARF or the Market : means the Alternative Fixed-Income Market. Market Representative means the company Nexus, S.A. or any other company that hereafter performs the role thereof. Market Representative Agreement : means the energy management service provision agreement signed by the Issuer and the Market Representative on 16 December

97 Material Adverse Change : means any situation and/or fact that causes or might cause significant damage to: (i) the ability of the Issuer, the Operator or the Manager to fulfil their obligations under the Material Agreements and/or the Financial Documents; (ii) the validity, effectiveness, enforceability or priority of the guarantees or security granted in favour of the Noteholders; and/or (iii) the Issuer s financial solvency or status to fulfil its obligations in compliance with the Financial Documents and/or the Material Agreements. Material Agreements : means, collectively, the following Agreements (including their corresponding amendments): (a) The Operation and Maintenance Agreement. (b) The Energy Sale and Purchase Agreement. (c) The Administration and Management Agreement. (d) The Market Representative Agreement. (e) The Insurance Policies. (f) The Rental Agreement. Maturity Date : means 31 st December Mazars : means MAZARS Auditores, S.L.P. Non-Business Days and each individually a Non-Business Day : means a day other than a Business Day. Notes : means the securities issued pursuant to this Information Memorandum. Noteholders : means all the holders of Notes that subscribe the Issue. Notes Payment Account : means the account number ES Obligations of the Issuer : means obligations of the Issuer defined in section VIII.5. OMIE : means the Operador del Mercado Ibérico de Electricidad regulated under Law 24/2013, del Sector Eléctrico and, among others, Decree 2019/1997, 26 December 1997, which organizes and regulates the electric power market. Operating Account : means account number ES opened by the Issuer with the Account Bank. Operation and Maintenance Agreement : means the agreement for operation and preventive and corrective maintenance signed between the Issuer and the Operator dated 7 July Operator : means Solaria Energía y Medio Ambiente, S.A. or the company that replaces it. 97

98 Operating Expenses : means taxes associated to the Project including taxes on the Value of the Production of Electric Power, those derived from the Operation and Maintenance Agreement, the premium payments under the Insurance Policies, those derived from the Market Representative Agreement and from the Administration and Management Agreement, the Rental Agreement, the supplies and, in general, any other amounts necessary for the operation and maintenance of the Project to the limit of 20% of that year s budget and paid for with funds from the Operating Account. Participating Entities : means Iberclear and its authorised participating entities. Paying Agent or Agent : means Beka Finance, S.V., S.A. Paying Agent Account : means account number ES Payment Dates : means the 15th day of every month. Permitted Indebtedness : means the additional financial indebtedness the Issuer may incur pursuant to section VIII Placement Agreement : means the contract signed between Beka Finance, S.V., S.A and PSP6. Plant : means the photovoltaic power plant denominated PSP6 constructed on the premises of Solaria in Fuenmayor (La Rioja), with an installed capacity of 10,440 kwp. Popular Leasing Agreement : means the lease contract signed between Solaria and Banco Popular Español S.A. and the loan agreement subscribed between Solaria and Banco Popular Español S.A. Prepayment Amount : means prepayment amount as defined in section VIII.9.3. Project : means the production and sale of energy through the operation of a 9.9 MW photovoltaic technology energy plant located in Fuenmayor (La Rioja). Project Abandonment means the substantial interruption of the Project s operation for at least thirty (30) consecutive calendar days, regardless of the reason for such interruption. Project Accounts : means the following accounts opened by the Issuer: (a) (b) (c) (d) (e) Main Account; Operating Account; Debt Service Reserve Account (DSRA); Insurance Account; Restricted Reserve Account; 98

99 (f) (g) Capex Account; and Any other accounts hereafter opened by the Issuer with the Account Bank. Project Finance Debt : Loan signed by PSP6 with Bankinter S.A. Project Management means project management as defined in section VII.5.3. Projected DSCR : means for any Relevant Distribution Period, the minimum DSCR for all future periods until the Maturity Date, calculated using the projected cash flow and the Debt Service payable during those periods, based on the projections included in the Base Case. Ratio Compliance Certificate : means a document to be issued annually, or biannually if a Distribution is to be made from the Restricted Reserve Account in relation to the period to which the Interim Account refer, and verified by the Independent Auditor, which the Issuer will provide to the Commissioner along with the audited Accounts or the Interim Accounts and in which it will acknowledge the value of the ratios projected in the document resulting from said audited Accounts or Interim Accounts, as well as the balance provided to the Debt Service Reserve Account and the Operating Account. RD 661/2007 : means Royal Decree 6611/2007 of 25 May, por el que se regula la actividad de producción de energía eléctrica en régimen especial. RD 1310/2005 : means Royal Decree 1310/2005 of 4 November partially implementing Law 24/1988 of 28 July on the Securities Market, regarding the admission of securities to trading on official secondary markets, public offerings or subscriptions, and the prospectus required for such purposes. RD 1565/2010 : means Royal Decree 1565/2010 of 19 November, por el que se regulan y modifican determinados aspectos relativos a la actividad de producción de energía eléctrica en régimen especial. RD 1955/2000 : means Royal Decree 1955/2000 of 1 December, por el que se regula las actividades de transporte, distribución, comercialización, suministro y procedimientos de autorización de instalaciones de energía eléctrica. Registered Advisor : means Analistas Financieros Internacionales, S.A. Related Party : means any shareholders of the Issuer, with the shares held directly or through other entities, and any entity in which the Issuer holds, directly or indirectly, at least 25% of the share capital, or the majority of the voting rights ( derechos politicos ). Relevant Distribution Period : means (i) the period to which the annual Accounts refer; or (ii) 99

100 the period to which the Interim Accounts refer in case the Issuer requests Distributions charged to the Restricted Reserve Account; in both cases audited and accompanied by the Ratio Compliance Certificate. Rental Agreement : means a rental agreement constituted by Solaria Energía y Medioambiente, S.A., in favour of PSP6 as described in section VII.5.4. Restricted Reserve Account : means account number ES opened by the Issuer with the Account Bank. Rules and Regulation means rules and regulations of the syndicate of noteholders as defined in Section VIII.10. Security : means, collectively, the security interests described in section VIII.4.3. Security Agreement : means the agreement by virtue of which the Security interests are formalised, to be signed by the Issuer and the Commissioner of the Noteholders. Senior Debt : means the debts incurred by the Issuer by virtue of the Issue. SO : means System Operator (Operador del Sistema), which under Electric Sector Law 54/1997 and Law 17/2007 is Red Electrica de España S.A.U. Spanish Capital Companies Act : means the Royal Legislative Decree 1/2010, of 2 July, which approves the consolidated text of the corporate law (Real Decreto Legislativo 1/2010, de 2 de julio, que aprueba el texto refundido de la Ley de Sociedades de Capital). Subordinated Debt : means subordinated loan to the Company by Solaria Generación formalised in 2010 and due in Surplus Cash Flow : means, for a specific Relevant Distribution Period, the Generated Cash Flow minus the Debt Service, plus/minus the excess balance regarding the required level/endowment of the Debt Service Reserve Account, plus/minus the excess balance regarding the required level/endowment of the Capex Account minus the mandatory prepayments included in paragraphs b), c), d) and e) of section VIII carried out during the period at hand, or if occurring after such period, taking as reference such period for the determination thereof. The Independent Auditor will verify and certify that the amount of the Surplus Cash Flow has been calculated by the Issuer observing the terms described in the Information Memorandum. Syndicate of Noteholders or Syndicate : means syndicate of Noteholders formed in accordance with the provisions of Chapter IV of Title XI of the restated text of the Spanish Capital Companies Act. TARGET2 Days and each individually a TARGET2 Day : means the days on which the 100

101 Trans-European Automated Real Time Gross-Settlement Express Transfer System 2 (TARGET2) is not closed, and hence is operating. Technical Advisor : means the company Deloitte S.L. or any other well-known technical advisor. 101

102 ANNEX II. ANNUAL AUDITED ACCOUNTS FY

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150 ANNEX III. ANNUAL AUDITED ACCOUNTS FY

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