Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged...

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Transcript of Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged...

Page 1: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company
Page 2: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company
Page 3: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company
Page 4: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

PARQUE EÓLICO SANTA CATALINA, S.L. Abridged Financial Statements for the year ended 31 December 2011

Page 5: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

Parque Eólico Santa Catalina, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011 AND 2010

Euros

A S S E T S 2011 2010

NON-CURRENT ASSETS 199,580,683 162,473,534 Intangible assets (Note 5) 3,064,625 3,064,625 Property, plant and equipment in the course of construction (Note 6) 192,704,245 157,572,663 Deferred tax assets (Note 11) 3,811,813 1,836,246

CURRENT ASSETS 10,819,461 10,052,255 Trade and other receivables 4,565,505 7,639,449 . Sundry accounts receivable 41,681 97,845 . Other accounts receivable from public authorities (Note 11) 4,523,823 7,541,604 Current investments in Group companies and associates 42,774 40,636 . Other assets in Group companies (Note 7) 42,774 40,636 Current financial investments 6,112,753 - . Other financial assets 6,112,753 - Cash and cash equivalents 98,429 2,372,170

TOTAL ASSETS 210,400,144 172,525,789

The accompanying Notes 1 to 18 are an integral part of the abridged balance sheet at 31 December 2011.

Page 6: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

Parque Eólico Santa Catalina, S.L. ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011

Euros

E Q U I T Y A N D L I A B I L I T I E S 2011 2010

EQUITY (Note 8) (694,063) 3,628,437 Shareholders' equity 8,200,166 7,913,012 . Share capital 8,361,479 8,074,325 . Reserves (60,995) (60,995) . Previous years’ earningPrevious years’ earning (100,318) (71,459) . Profit/(Loss) for the year - (28,859) Adjustments for changes in value (8,894,229) (4,284,575) . Hedging instruments (8,894,229) (4,284,575)

NON-CURRENT LIABILITIES 178,161,777 148,314,859 Non-current lliabilities 178,161,777 148,314,859 . Bank borrowings (Note 10) 136,072,832 117,103,883 . Derivatives (Note 9) 12,706,042 6,120,821 . Non-current payables to Group companies and associates (Note 7) 29,382,903 25,090,155

CURRENT LIABILITIES 32,932,430 20,582,493 Current lliabilities 7,226,692 19,625,473 . Bank borrowings (Note 10) 5,796,661 19,338,319 . Other financial liabilities (Note 8) 1,430,031 287,154 Current payables to Group companies and associates (Note 7) 15,518,259 878,157 Trade and other payables 10,187,479 78,863 . Payable to suppliers - Group companies (Note 7) 10,137,775 43,797 . Sundry accounts payable 46,435 35,066 . Other accounts payable to public authorities (Note 11) 3,269 -

TOTAL EQUITY AND LIABILITIES 210,400,144 172,525,789

The accompanying Notes 1 to 18 are an integral part of the abridged balance sheet at 31 December 2011.

Page 7: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

Parque Eólico Santa Catalina, S.L. INCOME STATEMENT FOR 2011

Euros

2011 2010

CONTINUING OPERATIONS

Capitalized expenses of in -house work on assets 27,328,238 42,017,960

Procurements (Note 13) (25,952,377) (41,679,734)

Wages and salaries (12,803) -

Other operating expenses (Note 13) (1,363,058) (406,401)

OPERATING INCOME - (68,175)

Finance costs (Note 14.3) 7,901 24,905

Borrowing costs capitalised on assets 7,569,961 3,147,909

Finance costs (Note 14.3) (7,577,862) (3,147,909)

FINANCIAL RESULTS - 24,905

PROFIT/(LOSS) BEFORE TAX - (43,270)

Income tax (Note 11) - 14,411

PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING

OPERATIONS - (28,859)

PROFIT/(LOSS) FOR THE PERIOD - (28,859)

The accompanying Notes 1 to 18 are an integral part of the abridged income statement for 2011.

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Parque Eólico Santa Catalina, S.L. ABRIDGED STATEMENT OF CHANGES IN EQUITY FOR 2011 A) ABRIDGED STATEMENT OF RECOGNISED INCOME AND EXPE NSE

Euros

2011 2010

A) PROFIT/(LOSS) PER INCOME STATEMENT - (28,859)

INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY II. Cash flow hedges (9,225,826) (6,128,949)

VI. Tax effect 2,767,748 1,838,685

B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (6,458,078) (4,290,265)

TRANSFERS TO PROFIT OR LOSS IX. Cash flow hedges 2,640,606 8,128

XII. Tax effect (792,182) (2,438)

C) TOTAL TRANSFERS TO PROFIT OR LOSS 1,848,424 5,690

TOTAL RECOGNISED INCOME AND EXPENSE (4,609,654) (4,313,434)

The accompanying Notes 1 to 18 are an integral part of the abridged statement of recognised income and expense for 2011.

Page 9: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

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Page 10: Santa Catalina 2011 - memoria ENG · Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities The Company

Parque Eólico Santa Catalina, S.L. Notes to the abridged financial statements for the year ended 31 December 2011 1. Company activities

The Company was incorporated on 22 January 2008, as recorded in a public deed executed before Madrid notary Mr. Segismundo Álvarez Royo-Villanova under number 591 of his notary record, with the company name PARQUE EÓLICO SANTA CATALINA, S.L. The Company's registered office is in Valencia at calle La Paz númeor 23, 2ºB. The Company object is the promotion, management, design, construction, operation and maintenance of facilities engaged in the production of alternative and renewable energies. The production, sale and/or operation of the energy generated by the facilities described above and, where appropriate, avail itself of the current and/or future legislation to promote the production of alternative and renewable energies. The performance of studies, consulting, projects, research and development services related to the aforementioned services. The activities mentioned may be carried out by the Company directly or through its ownership of other companies with an identical or similar company object. The promotion, management, design, construction, operation and maintenance of the following wind farms are included in the Company: Parque Eólico Cerro Negro, Parque Eólico Viudo I, Parque Eólico Viudo II and Parque Eólico Santa Catalina. The Company belongs to a group of companies (ACS Group) which is managed in accordance with the Group's criteria. Energía y Recursos Ambientales, S.A. is the primary shareholder of the Company which is in turn 100% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A. The entry into service of the wind farms is scheduled for the second half of 2012.

Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows: - Royal Decree 436/2004, in force from 1 April 2004 to 1 June 2007. - Royal Decree 661/2007, in force from 1 June 2007. The remuneration framework supporting renewable

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

Likewise, Royal Decree 661/2007 recognises in its transitional provision one that wind farms, among others, which started up prior to 1 January 2008 have the right to maintain the premiums and incentives established under the previous regime (RD 436/2004, of 12 March) until 31 December 2012 in the market price sale option. - In addition, Royal Decree 6/2009, of 30 April, introduces the pre-assignment system such that it limits the pre-

assigned facilities to the amounts and premiums set forth in RD 661/2007, as well as for those established going forward once the objectives of the 2020 Renewable Energies Plan are reached.

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

electricity production from solar thermal and wind technologies, in a deficit control scenario. The wind farm qualifies, as regards the remuneration framework supporting renewable energies, under the regimes established in Royal Decree 661/2007, of 25 May, which regulates the production of electricity under the special regime.

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The facilities owned by the Company which operate in the Spanish market have elected the remuneration option established in article 24.1.a) through GNERA which acts merely as an intermediary between the producer and the electricity market (OMEL and REE). The regulatory changes were taken into account in the Company's business plan and, in accordance with the opinion of its director, they do not substantially modify the recoverability of the investments. The business plan includes the on-going management of the assets and the achievement of profitability within the framework of the indefinite administrative authorisation granted.

2. Basis of presentation of the financial statements

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

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

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

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

d) All other applicable Spanish accounting legislation. 2.2) Fair presentation

The Company’s abridged financial statements for 2010, which were obtained from the Company’s accounting records, are presented in accordance with the regulatory financial reporting framework applicable to the Company and, in particular, with the accounting principles and rules contained therein and, accordingly, present fairly the Company’s equity, financial position, results of operations and cash flows for the corresponding period. These abridged financial statements, which were formally prepared by the Company's sole director, will be submitted for approval by the shareholders at the Annual General Meeting, and it is considered that they will be approved without any changes. The abridged financial statements for 2010 were approved by the shareholders at the Annual General Meeting held on 27 June 2011. The Company has a working capital deficiency of EUR 22,112,968. The Company's director prepared the abridged financial statements in accordance with the going concern principle of accounting taking into account the credit facilities available and that it has the on-going financial support of the Group to which it belongs in order to meet the obligations it has undertaken so that it may realise its assets and settle its liabilities for the amounts and with the classification reflected in the abridged financial statements. 2.3) Accounting principles applied The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements are summarised in Note 4. All obligatory accounting principles with a significant effect on the financial statements were applied in their preparation. 2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying abridged financial statements estimates were made by the Company's sole director in order to quantify certain of the assets, liabilities, income, expenses and obligations reported herein. These estimates relate basically to the following: - The useful life of the property, plant and equipment (Note 4.2). - The assessment of possible impairment losses on certain assets (Note 4.2). - The fair value of certain financial instruments (Note 4.4). - The recovery of deferred tax assets (Note 4.5).

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Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements. 2.5) Comparative information and matters arising fr om the transition to the new accounting rules

The information relating to 2011 included in these notes to the financial statements is presented for comparison purposes with that relating to 2010. 2.6) Grouping of items

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

In 2011 there were no significant changes in accounting policies with respect to the policies applied in 2010.

2.8) Correction of errors In the preparation of the accompanying abridged financial statements no significant errors were detected that would have made it necessary to restate the amounts included in the abridged financial statements for 2010.

3. Distribution of profit/(losses)

The balance of the results at 31 December 2011 in the income statement was zero euros.

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

• Any other significant debts owed by the borrower which have matured have been settled in full, including those arising from this credit facility.

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

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

• The debt service reserve fund is fully funded;

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

• The amounts to be distributed to the shareholders do not in any case exceed the balance of the restricted drawdown account; and

• There was a net profit in the previous year.

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

4. Accounting Policies

The principal measurement bases used by Parque Eólico Santa Catalina, S.L. in preparing its abridged financial statements for 2011, in accordance with the Spanish National Chart of Accounts, were as follows: 4.1) Intangible assets

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Intangible assets are initially recognised at acquisition or production cost. They are subsequently measured at cost less any accumulated amortisation and any accumulated impairment losses. These assets are amortised over their years of useful life. 4.2) Property, plant and equipment

Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised. Property, plant and equipment upkeep and maintenance expenses are recognised in the income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised. For non-current assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets. In-house work on non-current assets is measured at accumulated cost (external costs plus in-house costs, determined on the basis of in-house materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). Impairment of property, plant and equipment At the end of each year, the Company performs an impairment test to determine the possible existence of impairment loss that might have reduced the recoverable amount of the assets to below their carrying amount. Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised as income immediately. Taking into account the performance of the wind farms and the current regulatory framework (see Notes 1 and 18) the directors consider that there is no impairment at 31 December 2011. 4.3) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. The Company as lessee Assets acquired under finance leases are classified based on the nature of the leased asset. A liability is recognised for the same amount, which is the lower of the fair value of the leased asset and the present value at the start of the lease of the agreed upon minimum lease payments. Lease payments are distributed between finance costs and the reduction of the liability. The same depreciation, impairment and derecognition criteria are applied to the leased assets as to assets of the same nature. Payments under operating leases are recognised as expenses in the income statement when incurred.

4.4) Financial instruments

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4.4.1) Financial assets The financial assets held by the Company are classified in the following categories:

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

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

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

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effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item. In 2011 and 2010, the Company used only cash flow hedges. In hedges of this nature, the portion of the gain or loss on the hedging instrument that has been determined to be an effective hedge is recognised temporarily in equity and is recognised in the income statement in the same period during which the hedged item affects profit or loss, unless the hedge relates to a forecast transaction that results in the recognition of a non-financial asset or a non-financial liability, in which case the amounts recognised in equity are included in the initial cost of the asset or liability when it is acquired or assumed. Hedge accounting is discontinued when the hedging instrument expires or is sold, terminated or exercised, or no longer qualifies for hedge accounting. At that time, any cumulative gain or loss on the hedging instrument recognised in equity is retained in equity until the forecast transaction occurs. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognised in equity is transferred to net profit or loss for the year. The fair value of the hedging financial instruments used by the Company (interest rate swaps) is calculated by discounting future settlements between fixed and floating interest rates to their present value, in line with implicit market rates, obtained from long-term interest rate swap curves. Implicit volatility is used to calculate the fair values of caps and floors using option valuation models. The derivatives arranged by the Company at 31 December 2011 met all the requirements indicated above to qualify as hedges and, therefore, the changes in the fair value of these derivative financial instruments for the year ended 31 December 2011 were recognised under “Valuation adjustments” in equity. 4.5) Income tax Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense. The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss). Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity. The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits. The Company files consolidated income tax returns and the head of the tax group to which it belongs is ACS Actividades de Construcción y Servicios, S.A.

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

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

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

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

5. Intangible assets

The breakdown of the balance of this heading in the balance sheets at 31 December 2011 and 2010 is as follows: 2011

Euros Balance at

01/01/2011 Additions or charges for

Balance at 31/12/2011

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2010 The mainly relate to grid connection rights, wind studies and administrative authorisations and licences for the start-up of certain wind farms:

Administrative concessions distribution

31,12,11 31,12,10 P.E. Santa Catalina 726,957 726,957 P.E. Viudo I 1,140,326 1,140,326 P.E. Viudo II 741,212 741,212 P.E. Cerronegro 456,130 456,130

TOTAL 3,064,625 3,064,625

the year Administrative concessions 3,064,625 - 3,064,625 Total intangible assets 3,064,625 - 3,064,625

Euros Balance at

01/01/2010 Additions or charges for

the year

Balance at 31/12/2010

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

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6. Property, plant and equipment

The breakdown of the balance of this heading in the balance sheets at 31 December 2011 and 2010 is as follows: 2011

Euros

Balance at 01/01/2011

Additions or charges for the year

Balance at 31/12/2011

Cost:

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

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

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

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

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

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

Total property, plant and equipment, net

157,572,663 192,704,245

2010

Euros

Balance at 01/01/2010

Additions or charges for the year

Balance at 31/12/2010

Cost:

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

P.E. Santa Catalina 37,835,694 9,204,277 47,039,971

P.E. Viudo I 51,307,188 19,457,289 70,764,477

P.E. Viudo II 23,140,825 16,454,798 39,595,623

P.E. Cerronegro 123,087 49,505 172,592

Total cost 112,406,794 45,165,869 157,572,663

Total property, plant and equipment, net

112,406,794 157,572,663

The Company takes out insurance policies to cover the possible risks to which its property, plant and

equipment are subject. At 2011 and 2010 year end these risks were adequately covered.

The Company has capitalised finance costs under "Property, plant and equipment in the course of construction" for EUR 12,439,548 and EUR 5,667,195 in 2011 and 2010, respectively.

To secure compliance with the obligations arising from the financing agreement described in Note 10, the

Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and

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administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company.

7. Balances with Group companies and associates

The detail of the balances with Group companies and associates at 31 December 2011 and 2010 is as follows: 2011

Euros Subordinated

debt D/(C) Loan D/(C) Interest D/(C) Supplier D/(C)

Account payments D/(C)

Energía y Recursos Ambientales, S.A. (29,382,903) (13,081,902) (2,288,747) (258,209) (147,610) Centro de Control Villadiego, S.L. - - (385,698) - Urbaenergía, S.L. (9,493,868) Cobra Instalaciones y Servicios, S.A. - - - 42,774 Total (29,382,903) (13,081,902) (2,288,747) (10,137,775) (104,836)

On 15 April 2008, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a subordinated loan for a maximum amount of EUR 40,000,000, which accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 1% spread. The principal of the subordinated loan must be repaid in full at the final maturity date, 31 March 2012. On 30 June 2011, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a loan for a maximum amount of EUR 8,004,212.50, which was drawn down in full in a single drawdown for the maximum principal, and accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 3% spread. The principal of the loan must be repaid in full on the final maturity date, 30 June 2013. On 29 December 2011, Energía y Recursos Ambientales, S.A., a shareholder of Parque Eólico Santa Catalina, S.L., granted the latter a loan for a maximum amount of EUR 5,077,689.12, which was drawn down in full in a single drawdown for the maximum principal, and accrues a floating interest rate calculated as an addition to the reference interest rate (Euribor) plus a 3% spread. The principal of the loan must be repaid in full on the final maturity date, 29 December 2013. 2010

Euros

Subordinated debt D/(C)

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

Income tax D/(C)

Account payments

D/(C) ACS Actividades de Construcción y Servicios, S.A.

- - - 12,368 -

Energía y Recursos Ambientales, S.A. (25,090,155) (878,157) - - - Centro de Control Villadiego, S.L. - - (43,797) - - Cobra Instalaciones y Servicios, S.A. - - - - 28,268 Total (25,090,155) (878,157) (43,797) 12,368 28,268

7.2 Financial Investments

Short term This item is primarily composed in 2011 by the deposit made by the Company in the Spanish Banco de Crédito, SA in respect of reserve fund debt service amounting to 6,112,753 euros. The reserve fund debt service will continue until all of the payment obligations of the financing agreement described in note 10 are canceled.

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8. Equity and shareholders’ equity

8.1) Share capital

The share capital at 31 December 2011 amounted to EUR 8,361,479, represented by 301 fully subscribed and paid shares of EUR 27,779 par value each in 2011 (EUR 26,825 par value in 2010). In 2011 it is approved in the respective Extraordinary General Meetings of Shareholders, increasing the share capital of the company at a total amount of 1,430,031, by increasing the nominal value of all the shares. This amount is recorded under other financial liabilities of the abridged balance sheet at December 31, 2011. The respective scriptures are left to be registered at the Commercial Register. The Company’s shareholders are as follows:

Percentage of

ownership

Urbaenergía, S.L. 0.33%

Energía y Recursos Ambientales, S.A. 99.67 %

On 21 December 2010, the Company's shareholders approved a capital increase to be carried out by increasing the par value of each of the 21,000 shares by EUR 954 for a total of EUR 287,154. Thus, the share value stood at EUR 27,779 and the share capital at EUR 8,361,479, and both shareholders retained their percentage of ownership. The capital increase has been fully paid and was registered at the Mercantile Registry of Madrid on 5 January 2011.

Banco Español de Crédito, Banco Sabadell, Instituto de Crédito Oficial, Banco Popular, Caja Madrid, BBVA and La Caixa hold a security interest in the shares representing all of the share capital as a guarantee for the amounts owed in accordance with the financing agreement described in Note 9. Furthermore, in accordance with the conditions established in provision 14, point 3 (see Note 3) of the aforementioned financing agreement, there are restrictions on the distribution of dividends to the shareholders.

8.2) Legal reserve Under the Consolidated Spanish Corporate Enterprises Law (Texto Refundido de la Ley de Sociedades de Capital), 10% of net profit must be transferred to the legal reserve until the balance of this reserve reaches 20% of the share capital. The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.

9. Derivative financial instruments

The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. As part of these transactions, the Company has arranged certain hedging financial instruments, the detail of which is as follows: 2011

Bank 2012 Notional Amount

2013 Notional Amount

2014 Notional Amount

2015 Notional Amount

2016 Notional Amount

Other Maturity date

Sabadell 17,772,580 17,056,219 16,317,401 15,528,199 14,683,196 13,779,447 30/06/2021 La Caixa 20,324,930 19,906,885 19,044,586 18,123,482 17,137,251 16,082,455 30/06/2021 Caja Madrid 18,325,984 17,587,317 16,825,493 16,011,716 15,140,403 14,208,512 30/06/2021 Banco Popular 15,925,508 15,235,669 14,498,785 13,709,801 12,865,863 11,964,624 30/06/2021 Banesto 15,764,661 15,129,233 14,473,886 13,773,846 13,024,311 12,222,665 30/06/2021

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Classification Value

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

2010

Bank 2011 Notional Amount

2012 Notional Amount

2013 Notional Amount

2014 Notional Amount

2015 Notional Amount Other

Maturity date

Sabadell 18,544,166 17,772,580 17,056,219 16,317,401 15,528,199 14,683,196 30/06/2021 La Caixa 21,193,246 20,324,930 19,906,885 19,044,586 18,123,482 17,137,251 30/06/2021 Caja Madrid 19,121,595 18,325,984 17,587,317 16,825,493 16,011,716 15,140,403 30/06/2021 Banesto 16,449,074 15,764,661 15,129,233 14,473,886 13,773,846 13,024,311 30/06/2021

Classification Value

31/12/2011 Interest rate hedges 6,120,821

The Company has complied with the requirements detailed in Note 4.4 on measurement bases in order to be able to classify the financial instruments listed below as hedges. Specifically, they were formally designated as such and it was verified that the hedges are effective. The Company covers the interest rate risk on the loans taken out (see Note 10) through interest rate swaps (IRS). In IRSs interest rates are exchanged so that the Company receives a floating rate from the bank and pays a fixed rate on the same nominal amount. The floating interest rate received for the derivative offsets the interest payable on the hedged borrowings. The end result is a fixed interest rate payment on the hedged borrowings. The Group determines the fair value of interest rate derivatives (fixed-rate swaps or IRSs) by discounting cash flows on the basis of the implicit euro interest rate calculated on the basis of market conditions at the measurement date. The pertinent hedging relationships were designated at 31 December 2011 by the Parent and are fully effective. In these hedging relationships, the changes in the floating Euribor rate of the hedged borrowings constitute the hedged risk. At 31 December 2011, EUR (4,609,654) was recognised directly in equity in relation to the effective portion of the cash flow hedging relationships of the IRSs and had accrued interest at the aforementioned date amounting to EUR 2,640,606, which are included under "Finance costs" in the income statement for the year ended 31 December 2011 and are fully effective. In these hedging relationships, the changes in the floating Euribor rate of the hedged borrowings constitute the hedged risk.

10. Non-current and current payables

10.1) Non-current financial liabilities

The detail of “Non-current payables” at 2011 and 2010 year-end is as follows: 2011

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2010

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

On 1 August 2008 the Company entered into a financing agreement (syndicated credit facility) with a mortgage commitment and a pledge on rights of up to EUR 149,600,000 with Banco Español de Crédito, (agent bank), Caja de Ahorros y Monte de Piedad de Madrid, Sabadell, Banco Popular, Instituto de Crédito Oficial, BBVA and La Caixa.to finance the construction and start-up of the wind farm. This credit facility accrues interest at a floating rate which is calculated as an addition to the reference interest rate (Euribor) plus a spread which varies based on the period with a final maturity scheduled for 2028. In accordance with the financing agreement, in addition to the basic obligation to repay the principal, interest, fees and taxes, the Company undertakes to comply throughout the term of the agreement with the obligations detailed in provision 14 (reporting obligations, affirmative covenants and the obligation to manage and distribute cash and the debt service reserve account), among which the following are included:

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

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

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

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

Classes Euros Categories Bank borrowings Total Accounts payable 117,103,883 117,103,883 Total 117,103,883 117,103,883

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

Tranche A Amortisation Tranche B Amortisation 30 June % 30 December % 30 June % 30 December % 2012 2,839,482.80 2.23300% 2,839,482.80 2.23300% 50,041.20 0.22300% 50,041.20 0.22300% 2013 2,928,494.80 2.30300% 2,928,494.80 2.30300% 51,612.00 0.23000% 51,612.00 0.23000% 2014 3,128,136.00 2.46000% 3,128,136.00 2.46000% 55,202.40 0.24600% 55,202.40 0.24600% 2015 3,349,394.40 2.63400% 3,349,394.40 2.63400% 59,017.20 0.26300% 59,017.20 0.26300% 2016 3,582,097.20 2.81700% 3,582,097.20 2.81700% 63,280.80 0.28200% 63,280.80 0.28200% 2017 3,826,244.40 3.00900% 3,826,244.40 3.00900% 67,544.40 0.30100% 67,544.40 0.30100% 2018 4,072,934.80 3.20300% 4,072,934.80 3.20300% 71,808.00 0.32000% 71,808.00 0.32000% 2019 4,341,242.40 3.41400% 4,341,242.40 3.41400% 76,520.40 0.34100% 76,520.40 0.34100% 2020 4,104,724.80 3.22800% 4,104,724.80 3.22800% 72,481.20 0.32300% 72,481.20 0.32300% 2021 4,380,662.00 3.44500% 4,380,662.00 3.44500% 77,193.60 0.34400% 77,193.60 0.34400% 2022 4,768,500.00 3.75000% 4,768,500.00 3.75000% 84,150.00 0.37500% 84,150.00 0.37500% 2023 5,006,289.20 3.93700% 5,006,289.20 3.93700% 88,413.60 0.39400% 88,413.60 0.39400% 2024 5,319,102.80 4.18300% 5,319,102.80 4.18300% 93,799.20 0.41800% 93,799.20 0.41800% 2025 5,677,694.00 4.46500% 5,676,422.40 4.46400% 100,306.80 0.44700% 100,306.80 0.44700% 2026 6,394,876.40 5.02900% 0.00 0.00000% 106,814.40 0.47600% 4,775,456.40 22.28100% 2027 - - - - 5,114,749.20 22.7930% 5,114,076.00 22.7900% 2028 - - - - 5,198,001.60 23.1640% 0.00 0.00000%

10.2) Current financial liabilities The detail of “Current Payables” at 2011 and 2010 year end is as follows:

2011

2010

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

Classes Current financial instruments Categories Bank borrowings Total Principal credit facility 6,224,557 6,224,557 VAT Credit facility 11,884,452 11,884,452 Interest 1,229,310 1,229,310 Other financial liabilities 2,051,014 2,051,014 Total 19,625,473 19,625,473

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In addition, and on the same date it signed the syndicated credit facility mentioned in Note 10.1, the Company arranged a credit facility for a maximum amount of EUR 15,000,000 with Banco Español de Crédito, Instituto de Crédito Oficial, Banco de Sabadell, Banco Bilbao Vizcaya Argentaria, Caja de Ahorros y Monte de Piedad de Madrid, Banco Popular Español and Caja de Ahorros y Pensiones de Barcelona in order to pay a portion advance of the VAT owed by the Company as a result of the construction of the wind farm. The balance of "Other financial liabilities" recognised at 31 December 2010 is a result of the capital increases which were not registered in the Mercantile Registry (described in Note 8).

Deferred payment to suppliers for commercial transactions

In relation to the disclosures required by additional provision three of Law 15/2010, of 5 July, for these first financial statements prepared since the entry into force of the aforementioned law on 31 December 2011, there were balances payable to suppliers that were past due by more than the maximum legal payment period amounting to EUR 282,468. This balance relates to suppliers which, due to their nature, are trade payables to suppliers of goods and services, such that the information includes data relating to “Current liabilities - Payable to suppliers - Group companies” and “Current liabilities - Sundry accounts payable” in the balance sheet. The maximum legal payment period applicable to the Company according to Law 3/2004, of 29 December, establishing measures combating late payment in commercial transactions and in accordance with the transitional provisions established in Law 15/2010, of 5 July, is 85 days between the entry into force of the law until 31 December 2011. The following table includes the volume of payments made during the year and the volume of payments made during the period established under the law.

Payments made and payable at the closing date of the balance

sheet

31/12/2011

Amount %

Within maximum legal period 21,609,726 99.95%

Other 10,089 0.05%

Total payments in the year 21,619,815 100%

Deferred payments which at year end exceed the maximum period 282,468 2.78%

11. Tax matters

11.1) Current tax receivables and payables The detail of "Current tax receivables and payables" in the balance sheets at 31 December 2011 and 2010 is

as follows: Tax receivables

ASSETS 2011 2010

VAT Personal income tax withholdings

4,523,451

372

7,541,397 207

TOTAL 4,523,823 7,541,604

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Tax payables

LIABILITIES 2011 2010 Personal income tax withholdings

Accrued social security taxes payable 2,026 1,243

- -

11.2) Reconciliation of the accounting profit/(loss ) to the taxable base amount

The reconciliation of the accounting profit/loss for 2011 and 2010 to the corresponding taxable base amount is as follows: 2011

Euros Increases Decreases Total

Accounting profit/(loss) for the year before tax - - -

Taxable base amount - - -

2010

Euros Increases Decreases Total

Accounting profit/(loss) for the year before tax - - (43,270) Taxable base amount - - (43,270)

11.3) Reconciliation of accounting profit/(loss) to the income tax expense

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

The reconciliation of the accounting profit/(loss) for 2011 and 2010 to the corresponding income tax income and the tax asset is as follows: 2011

Euros Increases Decreases Total

Accounting profit/(loss) for the year before tax - - - Taxable base amount - - - Tax rate of 30% Income tax receivable (ACS) - - -

2010

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Euros Increases Decreases Total

Accounting profit/(loss) for the year before tax - - (43,270) Adjustment to the 2009 income tax base 2,043 Taxable base amount - - (41,227) Tax rate of 30% 12,368 Income tax receivable (ACS) - - (12,368)

The Company is included in the consolidated tax group headed by ACS Actividades de Construcción y

Servicios, S.A. (see Note 7). 11.4) Income tax income The income tax income for 2011 and 2010 was calculated as follows:

2011

Euros

Taxable amount multiplied by 30% -

Total - 2010

Euros

Taxable amount multiplied by 30% 12,368

2009 income tax adjustment 2,043

Total 14,411 11.5) Deferred tax assets The deferred tax assets relate to the tax effect of the value of the derivative hedging instrument at year end:

2010 Increases 2011 Value derivatives 1,836,246 1,975,567 3,811,813 Total deferred tax assets 1,836,246 1,975,567 3,811,813

The deferred tax assets indicated above were recognised because the Company's directors considered that, based

on their best estimate of the Company's future earnings, including certain tax planning measures, it is probable that these assets will be recovered.

. 11.6) Years open for review by the tax authorities and tax audits In relation to the years open for review by the tax authorities for the taxes applicable to the transactions of

Parque Eólico Santa Catalina, S.L., certain contingent tax liabilities may exist which cannot be objectively quantified, since they would depend on the outcome of the tax audits of the years open for review, which are all years since its incorporation (inclusive) for all the other taxes. No additional material liabilities that might have a material impact on equity are expected to arise for the Company as a result of an audit of the years open for review.

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The system for determining transfer prices is adequately designed with a view to complying with tax legislation. Therefore, transfer prices are adequately supported and there are no material risks in this connection.

12. Guarantee given to third parties At 31 December 2011 and 2010 Parque Eólico Santa Catalina, S.L. had not provided third parties with any

bank guarantees. 13. Environmental report

The Company's sole director consider that there are no material contingencies in relation to environmental protection and improvement and, therefore, did not consider it necessary to record any provisions for environmental contingencies and expenses at 31 December 2011 and 2010. The Group did not receive any environmental grants in the year ended 31 December 2011 and 2010.

14. Income and expense

14.1) Procurements This heading corresponds mainly to the work performed by other companies in relation to the construction of the wind farm. 14.2) Other operating expenses The detail of “Other operating expenses” in the accompanying income statements for 2011 and 2010 is as follows:

Euros

Item 2011 2010 Research and development expenditure 326,863 1,426,603 Rent 214,209 165,813 Independent professional services 407,442 6,088 Insurance premiums 217,084 - Banking services -742 101,189 Supplies 197,779 - Other services 0 18,833 Taxes other than income tax 423 15,807

Total 1,363,058 1,734,333 14.3) Finance income and finance costs In 2011 and 2010, "Finance income" includes EUR 7,901 and EUR 24,905, respectively, corresponding to the placement of cash surpluses. In 2011 "Finance income" includes interest on the principal loan amounting to EUR 3,397,637, interest on the VAT credit facility amounting to EUR 129,028, interest on the derivatives amounting to EUR 2,640,606 and interest on the subordinated debt amounting to EUR 1,410,590.

In 2010 "Finance income" includes interest on the principal loan amounting to EUR 2,298,117, interest on the VAT credit facility amounting to EUR 210,459, interest on the derivatives amounting to EUR 8,128 and interest on the subordinated debt amounting to EUR 462,016.

15. Related-party transactions

15.1) Related-party transactions

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The transactions carried out by Parque Eólico Santa Catalina, S.L. with Group companies and associates in 2011 and 2010 were as follows:

2011

Euros Cost of

materials used and other external

expenses Finance

costs Outside services performed by Group companies: - Energía y Recursos Ambientales, S.A. - Cobra Instalaciones y Servicios, S.A.

218,821 3,300

462,106

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

2010

Euros Cost of

materials used and other external

expenses Finance

costs Outside services performed by Group companies: - Energía y Recursos Ambientales, S.A. 145,809 - - Urbaenergía, S.L. 41,618,735 - - Aldeabarán S.A. 1,822 - Centro de Control Villadiego, S.L. 38,619 - Interest on subordinated debt - 462,106 Total 41,804,984 462,106

15.2) Remuneration of the sole director and senior executives The directors did not receive any remuneration from the Company in 2011.

The Company has not granted any loans or advances to its directors and it does not have any pension obligations to them. The Directors have not received any advances or loans from the Company, nor has the Company provided them with any guarantees. The Company does not have any staff. The management functions are performed by the Group's management.

16) Detail of investments in companies engaging in similar activities and of the activities carried on by the sole director as independent professionals or as em ployees.

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At 31 December 2011, the director did not held any investments in non-Group companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object. Additionally, the sole director discharges the following functions at companies engaging in an activity that is identical, similar or complementary to the activity that constitutes the Company’s object.

Antonio Gómez Zamora

Name of Company

Company activities

Position

Al-Andalus Wind Power, S.L.

Aldebarán Servicios de

Mantenimiento Eólico, S.A.

Aldeire Solar, S.L.

Aldeire Solar-2, S.L.

Altomira Eólica, S.L.

Andasol-3 Central

Termosolar Tres, S.L.

Andasol-4 Central

Termosolar Cuatro, S.L.

Andasol-5 Central

Termosolar Cinco, S.L.

Andasol-6 Central

Termosolar Seis, S.L.

Andasol-7 Central

Termosolar Siete, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

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21

Berea Eólica, S.L.

Calvache Eólica, S.L.

Carta Valley Wind Power

USA, LLC

Cobra Termosolar USA, S.L.

Cobra Solar del Sur, S.L.

Cobra Sun Power USA, INC

Centro de Control Villadiego,

S.L.

Desarrollos Energéticos

Asturianos, S.L.

Desarrollos Energéticos

Riojanos, S.L.

El Chaparral Wind Power,

S.L.

El Otero Wind Power, S.L.

El Recuenco Eólica, S.L.

El Robledo Eólica, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Eyra Wind Power USA, Inc.

Individual appointed to discharge the functions of

the sole director, Cobra Instalaciones y Servicios,

S.A.

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Chairman of the Board of Directors

Chairman of the Board of Directors

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

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Electra de Montanchez, S.A.

Energía Sierrezuela, S.L.

Energía y Recursos

Ambientales, S.A.

Energía y Recursos

Ambientales Internacional,

S.L.

Energías Alternativas Eólicas

Riojanas, S.L.

Energías Ambientales de

Soria, S.L.

Energías Renovables de

Ricobayo, S.A.

Manchasol-1 Central

Termosolar Uno, S.L.

Manchasol-2 Central

Termosolar Dos, S.L.

Eólica del Guadiana, S.L.

Eólica Majadillas, S.L.

Eólica Torrellana, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of a

member of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Cobra Instalaciones y Servicios,

S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Member of the Board of Directors

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Member of the Board of Directors

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

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Extresol-1, S.L.

Extresol-2, S.L.

Extresol-3, S.L.

Eyra Instalaciones y

Servicios, S.L.

Eyra Wind Power USA, INC

Garby Aprovechamientos

Energéticos, S.L.

Infraestructuras Energéticas y

Medioambientales

Extremañas, S.L.

La Caldera Energía Burgos,

S.L.

Parque Eólico Bandelera,

S.L.

Parque Eólico Buseco, S.L.

Parque Eólico Valdecarro,

S.L.

Parque Eólico Donado, S.L.

Parque Eólico La Boga, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

the sole director, Cobra Instalaciones y Servicios,

S.A.

Sole director

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Joint director

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

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Parque Eólico Las Tadeas,

S.L.

Parque Eólico Marmellar, S.L.

Parque Eólico Monte das

Augas, S.L.

Parque Eólico Monte dos

Nenos, S.L.

Parque Eólico Rodera Alta,

S.L.

Parque Eólico Santa

Catalina, S.L.

Parque Eólico Sierra de las

Carbas, S.L.

Parque Eólico Tesosanto,

S.L.

Parque Eólico Valcaire, S.L.

Parque Eólico Valdehierro,

S.L.

Parques Eólicos de la Región

de Murcia, S.A.

Recursos Ambientales de

Guadalajara, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Joint director

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Member of the Board of Directors

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

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25

Red Top Wind Power, LLC

Riansares Eólica, S.L.

Ribagrande Energía, S.L.

Sociedad de Generación

Eólica Manchega, S.L.

Somozas Energías

Renovables, S.A.

Torre de Miguel Solar, S.L.

Urbaenergía, S.L.

Urbaenergía Instalaciones y

Servicios, S.L.

Valdelagua Wind Power, S.L.

Energías Renovables

Andorranas, S.L.

Extresol 4, S.L.

Serrezuela Solar II, S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

the chairman, Eyra Wind Power USA, Inc.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Joint director

Individual appointed to discharge the functions of a

member of the Board of Directors, Urbaenergía,

S.L.

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

the sole director, Cobra Instalaciones y Servicios,

S.A.

Individual appointed to discharge the functions of

the sole director, Cobra Instalaciones y Servicios,

S.A.

Individual appointed to discharge the functions of

the sole director, Urbaenergía, S.L.

Individual appointed to discharge the functions of

the sole director, Energía y Recursos Ambientales,

S.L.

Individual appointed to discharge the functions of

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

Individual appointed to discharge the functions of

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

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Parque Eólico La Val, S.L.

Parque Eólico Cortado Alto,

S.L.

Renewable energies

Renewable energies

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Individual appointed to discharge the functions of

the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.

Ramón Jiménez Serrano

Name of Company Company activities Position Técnicas de Desalinización de Aguas, S.A. Construction of all types of

public and private works Sole director

Depuradoras del Bajo Aragón, S.A. Construction and operation of a water-treatment plant

Board member

Hydro Management, S.L. Desalination of seawater, exploitation of aquifer resources and water treatment

CEO

Sociedad Aguas Residuales, Pirineos, S.A.

Construction and operation of infrastructures for waste water treatment

Board member

Planta De Tratamiento De Aguas Residuales Taboada S.A. (Perú)

Treatment and management of all types of natural resources

Chairman

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

Board member

Tedagua México, S.A. de CV. Construction of all types of public and private works

Sole director

Golden State Tedagua Environmental Corporation, S.A.

Infrastructures, concessions and constructions

Sole director (Tedagua, S.A.)

Cobra Infraestructuras Internacional, S.A. Gas installations Sole director (Cobra Instalaciones y Servicios, S.A.)

Tedagua Renovables, S.L. Treatment and management of all types of natural resources

Sole director (Tedagua, S.A.)

Tedagua Internacional, SL Construction of all types of public and private works

Sole director (Tedagua, S.A.)

Tedra Australia PTY LTD Water desalination, distribution and treatment

Board member

Infraestructuras Energéticas Aragonesas, S.L.

All types of construction work Sole director (Cobra Instalaciones y Servicios, S.A.)

Energías Ambientales de Guadalajara, S.L.

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

Agua Tratada de Hermosillo, S.A. de C.V. Water desalination, distribution and treatment

Board member

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Cobra Ingeniería de Montajes, S.A. All types of construction and engineering work

Sole director (ACS Servicios, Comunicaciones y Energía, S.L.)

Cobra Thermosolar Plants, INC Solar thermal facilities Board member

Cobra Energy Investment, LLC Investment company Chairman

Cobra Great Island Limited Industrial facilities Chairman

Planta de Reserva Fría de Generación de Eten, S.A.

Electricity generation and transmission

Board member

Central Solar Termoeléctrica Cáceres, S.L. Construction and operation of the solar thermal plant in Caceres

Sole director (Cobra Concesiones, S.L.)

Serrezuela Solar II, S.L. Development and promotion of energy projects

Joint director (Cobra Concesiones, S.L.)

Torre de Miguel Solar, S.L. Promotion, management, design, construction and maintenance of facilities engaged in the production of renewable energies

Joint director

Escal UGS, S.L. Oil and gas storage Board member

17. Other disclosures

17.1) Fees paid to auditors

In 2011 and 2010 the fees for financial audit services provided by the auditor of the Company’s financial statements, Deloitte, S.L., or by companies related to the auditor as a result of control, common ownership or common management amounted to EUR 5,070 and EUR 5,070, respectively.

18. Events after the reporting period

On 1 February 2012, Royal Decree-Law 1/2012 was approved eliminating the economic incentives for new facilities that were not pre-assigned which produce electricity from cogeneration, renewable energy sources (wind powered) and waste. The sole director considers that this Royal Decree will not have a significant impact on the Company. On 30 March 2012, Royal Decree-Law 12/2012 was approved introducing a general limit on the deduction of finance costs which, in practice, becomes a specific rule for the timing of recognition, permitting their deduction in future years, in a similar manner to that of the offset of tax losses. The sole director considers that the Royal Decree will not have a significant impact on the Company since it has the financial support of the Group to which it belongs (see Note 1).

On 11 May 2012, in a deed executed before Madrid notary Mr. Segismundo Alvarez Rollo Villanova, under number 2,122 of his notary record, the appointment of Mr. Antonio Gómez Zamora as sole director of the Company is revoked. On the same date in a deed executed before Madrid notary Mr. Segismundo Álvarez Rollo Villanova, under number 2,108 of his notary record, Mr. Ramón Jiménez Serrano was appointed as an individual representative of the sole director of Energías y Recursos Ambientales, S.A. On 30 January 2012, the Valencia Autonomous Community Government signed the definitive start-up certificates for the operation of the wind farms managed by the Company.

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PARQUE EÓLICO SANTA CATALINA, S.L.

PREPARATION OF THE FINANCIAL STATEMENTS:

Madrid, 25 July 2012

The sole director of PARQUE EÓLICO SANTA CATALINA, S.L. prepared these financial statements for the year ended 31 December 2011 which will be submitted to the Shareholders' Meeting for definitive approval.

The sole director,

________________________________________ Energía y Recursos Ambientales, S.A.

Represented by: Mr. Ramón Jiménez Serrano