eólica del guadiana, s.l. - saeta yield · eÓlica del guadiana, s.l. notes to the financial...

Eólica del Guadiana, S.L.

Abridged Financial Statements for the year ended 31 December 2011

EÓLICA DEL GUADIANA, S.L.

ABRIDGED BALANCE SHEET AT 31 DECEMBER 2011

Euros

A S S E T S 2011 2010

NON-CURRENT ASSETS 79,547,768 78,828,721 Property, plant and equipment (Note 5) 78,035,100 78,265,392 Non-current financial investments - 150 . Other financial assets - 150 Deferred tax assets (Note 13.4) 1,512,668 563,179

CURRENT ASSETS 6,222,035 13,168,346 Inventories 1,423 - Trade and other receivables 817,558 1,364,971 . Trade receivables for sales 817,558 - . Sundry accounts receivable - 1,111

. Other accounts receivable from public authorities (Note 13) - 1,363,860 Current investments in Group companies and associates (Note 6) 2,543,779 10,467,163 . Other financial assets 2,543,779 10,467,163 Current financial investments 2,719,757 385,580 . Debt securities - 367,207 . Other financial assets (Note 8) 2,719,757 18,373 Cash and cash equivalents (Note 9) 139,518 950,632

TOTAL ASSETS 85,769,803 91,997,067

The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December 2011.

2


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 7,971,285 8,135,167 Shareholders' equity (Note 10) 11,500,844 9,442,068 . Share capital 14,280,000 9,681,000 . Legal reserve 867 867 . Previous years’ earnings (239,799) (236,403) . Profit/(Loss) for the year (2,540,224) (3,396) Adjustments for changes in value (3,529,559) (1,306,901) . Hedging instruments (3,529,559) (1,306,901)

NON-CURRENT LIABILITIES 72,203,987 58,443,736 Non-current liabilities (Note 12) 57,936,967 46,907,024 . Bank borrowings 52,894,740 45,040,023 . Derivatives (Note 7) 5,042,227 1,867,001 Non-current payables to Group companies and associates (Note 6) 14,267,020 11,536,712

CURRENT LIABILITIES 5,594,531 25,418,164

Current payables 2,285,548 16,105,514 . Bank borrowings (Note 12) 2,285,548 14,278,514 . Other financial liabilities (Note 10) - 1,827,000 Current payables to Group companies and associates 814,841 216,879 . Current payables to Group companies (Note 6) 814,841 216,879 Trade and other payables (Note 11) 2,494,142 9,095,771 . Sundry accounts payable 976,564 19,968 . Payable to suppliers - Group companies and associates (Note 6) 1,414,489 9,075,803 . Advances from customers 101,850 - . Other accounts receivable from public authorities (Note 13) 1,239 -

TOTAL EQUITY AND LIABILITIES 85,769,803 91,997,067

The accompanying Notes 1 to 20 are an integral part of the abridged balance sheet at 31 December 2011.


ABRIDGED INCOME STATEMENT FOR THE YEAR ENDED 31 DEC EMBER 2011

Euros

2011 2010

CONTINUING OPERATIONS Revenue (Note 15.1) 3,472,132 - Capitalised expenses of in-house work on assets 1,761,258 55,089,860 Procurements (Note 15.2) (1,726,532) (55,094,712) Staff costs (Note 15.4) (7,245) - Other operating expenses (Note 15.3) (1,798,928) - Depreciation (2,479,533) -

OPERATING INCOME (778,847) (4,852)

Finance Income (Note 15.4) 46,853 - Incorporation of finance costs and income to assets 1,373,977 1,868,254 Finance costs (Note 15.4) (4,270,872) (1,868,254)

FINANCIAL RESULTS (2,850,042) -

PROFIT/(LOSS) BEFORE TAX (3,628,890) (4,852)

Income tax (Note 13.2) 1,088,666 1,456

PROFIT/(LOSS) FOR THE PERIOD FROM CONTINUING (2,540,224) (3,396) OPERATIONS

PROFIT/(LOSS) FOR THE PERIOD (2,540,224) (3,396)

The accompanying Notes 1 to 20 are an integral part of the abridged income statement for 2011.


ABRIDGED STATEMENT OF CHANGES IN EQUITY

A) STATEMENT OF RECOGNISED INCOME AND EXPENSE FOR 2 011

Euros

2011 2010

A) PROFIT/(LOSS) PER INCOME STATEMENT (2,540,224) (3,396)

INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY

II. Cash flow hedges (3,982,074) (2,159,913)

VI. Tax effect 1,194,622 647,974

B) TOTAL INCOME AND EXPENSE RECOGNISED DIRECTLY IN EQUITY (2,787,452) (1,511,939)

TRANSFERS TO PROFIT OR LOSS

IX. Cash flow hedges 806,848 292,911

XII. Tax effect (242,055) (87,873)

C) TOTAL TRANSFERS TO PROFIT OR LOSS 564,794 205,038

TOTAL RECOGNISED INCOME AND EXPENSE (4,762,882) (1,310,297)

The accompanying Notes 1 to 20 are an integral part of the abridged statement of changes in equity for 2011.

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Notes to the Financial Statements for the year ended 31 December 2011 1. Company activities

EÓLICA DEL GUADIANA, S.L. was incorporated as a limited company on 16 December 2002 and has not changed its name since its incorporation. Its registered office is currently in Huelva at calle Manuel Siurot, 26.

The Company's object is: A) The positioning, construction and operation of wind farms, as well as the construction, expansion or adaptation of hydroelectric projects and, in general, research, study, construction and exploitation of facilities the purpose of which is to generate electricity with renewable resources (wind, solar, etc.) and the sale or distribution of the electricity produced to third parties. B) The preparation of any kind of engineering calculation project. C) The construction of any kind of civil engineering works, both public and private. D) The acquisition, administration, sale, general trade, exploitation of any kind, construction, promotion and development of any type of property and, in general, the performance of all types of transactions specific to real estate companies. E) The production, manufacture, sale and marketing, import and export of all types of agricultural products and electronic, electric and mechanic material and computer programs. F) Any other legal activity, related or not to the above, that the shareholders at the General Meeting resolve to undertake. These activities which compose the Company object may be wholly or partially carried on by the Company indirectly through the ownership of shares or equity interests in companies with an identical or similar company object. The wind farm through which Eólica del Guadiana operates is called Parque Eólico Montegordo. The Company does not have sufficient staff of their own or staff of this type and, therefore, it signed an agreement for the operation and maintenance of the farm with Urbaenergía, S.L. The provisional entry into service of the wind farm took place on 16 December 2010. The plant was definitively registered in the administrative registry of special regime production facilities established by Royal Decree 661/2007 on 6 April 2011. 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 99.99% owned by the ACS Group company Cobra Gestión de Infraestructuras, S.A. Regulatory Framework The special regime electricity production business in Spain is regulated by Spanish Electricity Industry Law 54/1997, of 27 November, and by the subsequent implementing regulations which are as follows: - 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.

2

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 main developments are the establishment of a limit on the equivalent operating hours entitled to a premium for solar thermal and wind power technologies, the obligation of the solar thermal energy industry to sell at a regulated tariff for the 12 months following the entry into force of the RD, or the start-up of the plant, if it were subsequent thereto and a 35% reduction of the premiums for wind power technology qualifying under RD 661/2007 and for the period between the approval of the RD and 31 December 2012. - On 28 January 2012, Royal Decree-Law 1/2012 (RDL 1/2012) was published in the Official State Gazette (Boletín Oficial del Estado, BOE), taking effect on the same day, which eliminated the pre-assignment remuneration process and the economic incentives for new facilities which produce electricity from cogeneration, renewable energy sources and waste. The Montegordo 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. The facilities owned by the Company which operate in the Spanish market qualify for the remuneration option included in article 24.1.a) through GNERA, a company which acts solely 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 abridged financial statements were prepared by the sole director in accordance with the regulatory financial reporting framework applicable to the Company, which consists of:

a) The Spanish Commercial Code and all other Spanish corporate law. b) The Spanish National Chart of Accounts approved by Royal Decree 1514/2007 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 abridged financial statements, which were obtained from the accounting records of EÓLICA DEL GUADIANA, S.L., are presented in accordance with Royal Decree 1514/2007 approving the Spanish National Chart of Accounts and, accordingly, present fairly the Company's equity, financial position and results of operations.

These financial statements at 31 December 2011, which were formally prepared by the Company's sole director, will be submitted for approval by the shareholders at the General Meeting, and it is considered that they will be approved without any changes. The financial statements for 2010 were approved by the shareholders at the Annual General Meeting held on 25 June 2011. 2.3) Accounting principles applied The principal accounting policies and measurement bases applied in preparing the Company's abridged financial statements for 2011 are summarised in Note 4. All obligatory accounting principles with a material impact on the abridged financial statements were applied.

3

2.4) Key issues in relation to the measurement and estimation of uncertainty In preparing the accompanying 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 4.1). - The assessment of possible impairment losses on certain assets (Note 4.1) - The fair value of certain financial instruments (Note 4.3). - The recovery of deferred tax assets (Note 4.3.2). Although these estimates were made on the basis of the best information available at the date of preparation of these financial statements on the events analysed, events that take place in the future might make it necessary to change these estimates in coming years. Changes in accounting estimates would be applied prospectively, recognising the effects of the change in estimates in the financial statements. 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 those 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. Allocation of profit/(losses)

The allocation of 2011 profit/(loss) proposed by the Company’s sole director is as follows:

Euros Profit/(Loss) for the year 2011 (2,540,224) Allocation of profit/(loss): . Previous years’ earnings (2,540,224)

4. Accounting Policies

The principal measurement bases used by EÓLICA DEL GUADIANA, S.L. in preparing its abridged financial statements for 2011, in accordance with the Spanish National Chart of Accounts, were as follows:

4.1) Property, plant and equipment

Property, plant and equipment are initially recognised at acquisition cost and are subsequently reduced by the related accumulated depreciation and by any impairment losses recognised. Property, plant and equipment upkeep and maintenance expenses are recognised in the income statement for the year in which they are incurred. However, the costs of improvements leading to increased capacity or efficiency or to a lengthening of the useful lives of the assets are capitalised.

4

For non-current assets that necessarily take a period of more than twelve months to get ready for their intended use, the capitalised costs include such borrowing costs as might have been incurred before the assets are ready for their intended use and which have been charged by the supplier or relate to loans or other borrowings directly attributable to the acquisition or production of the assets. In-house work on non-current assets is measured at accumulated cost (external costs plus in-house costs, determined on the basis of in-house materials consumption, labour and general manufacturing costs calculated using absorption rates similar to those used for the measurement of inventories). The Company depreciates the cost of its property, plant and equipment using the straight-line method over the years of estimated useful life of the assets, the detail being as follows: 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 20) the sole director considers that there is no impairment at 31 December 2011. 4.2) Leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the leased asset to the lessee. All other leases are classified as operating leases. 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.

Years of Estimated Useful Life Construction and installation work

18

5

4.3) Financial instruments 4.3.1) Financial assets The financial assets held by the Company are classified in the following categories:

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

b) Held-to-maturity (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. 4.3.2) Financial liabilities Financial liabilities include accounts payable by the Company that have arisen from the purchase of goods or services in the normal course of the Company’s business and those which, not having commercial substance, cannot be classed as derivative financial instruments. Accounts payable are initially recognised at the fair value of the consideration received, adjusted by the directly attributable transaction costs. These liabilities are subsequently measured at amortised cost. Liability derivative financial instruments are measured at fair value, following the same criteria as for financial assets held for trading described in the previous section. The Company derecognises financial liabilities when the obligations giving rise to them cease to exist. 4.3.3) Hedging financial instruments The Company uses derivative financial instruments to hedge the risks to which its business activities, operations and future cash flows are exposed. Basically, these risks relate to changes in interest rates. The Company arranges hedging financial instruments in this connection, mainly IRS (Interest Rate Swap). In order for these financial instruments to qualify for hedge accounting, they are initially designated as such and the hedging relationship is documented. Also, the Company verifies, both at inception and periodically over the term of the hedge (at least at the end of each reporting period), that the hedging relationship is effective, i.e. that it is prospectively foreseeable that the changes in the fair value or cash flows of the hedged item (attributable to the hedged risk) will be almost fully offset by those of the hedging instrument and that, retrospectively, the gain or loss on the hedge was within a range of 80-125% of the gain or loss on the hedged item.

6

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. 4.4) Income tax Tax expense (tax income) comprises current tax expense (current tax income) and deferred tax expense (deferred tax income). The current income tax expense is the amount payable by the Company as a result of income tax settlements for a given year. Tax credits and other tax benefits, excluding tax withholdings and pre-payments, and tax loss carryforwards from prior years effectively offset in the current year reduce the current income tax expense. The deferred tax expense or income relates to the recognition and derecognition of deferred tax assets and liabilities. These include temporary differences measured at the amount expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities and their tax bases, and tax loss and tax credit carryforwards. These amounts are measured at the tax rates that are expected to apply in the period when the asset is realised or the liability is settled. Deferred tax liabilities are recognised for all taxable temporary differences, except for those arising from the initial recognition of goodwill or of other assets and liabilities in a transaction that is not a business combination and affects neither accounting profit/(loss) nor taxable profit (tax loss). Deferred tax assets are recognised to the extent that it is considered probable that the Company will have taxable profits in the future against which the deferred tax assets can be utilised. Deferred tax assets and liabilities arising from transactions charged or credited directly to equity are also recognised in equity. The deferred tax assets recognised are reassessed at the end of each reporting period and the appropriate adjustments are made to the extent that there are doubts as to their future recoverability. Also, unrecognised deferred tax assets are reassessed at the end of each reporting period and are recognised to the extent that it has become probable that they will be recovered through future taxable profits. The Company is included in consolidated tax group no. 30/99 headed by ACS Actividades de Construcción y Servicios, S.A., as well as VAT group no. 0194/08 headed by ACS Actividades de Construcción y Servicios, S.A. since 2010. 4.5) Income and expense Revenue and expenses are recognised in profit or loss for the year on an accrual basis, i.e. when the actual flow of the related goods and services occurs, regardless of when the resulting monetary or financial flow arises. Revenue is measured at the fair value of the consideration received, net of discounts and taxes. Revenue from sales is recognised when the significant risks and rewards of ownership of the goods sold have been transferred to the buyer, and the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold.

7

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. 4.6) Related-party transactions The Company performs all its transactions with related parties on an arm's length basis. Also, the transfer prices are adequately supported and, therefore, the Company’s director considers that there are no material risks in this connection that might give rise to significant liabilities in the future. 4.7) Provisions and contingencies When preparing the financial statements, the Company’s sole director made a distinction between: a) Provisions: credit balances covering present obligations arising from past events, the settlement of which is

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

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

The financial statements include all the provisions with respect to which it is considered that it is more likely than not that the obligation will have to be settled. Contingent liabilities are not recognised in the 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. 4.8) 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. Property, plant and equipment The breakdown of the balance of “Cash and cash equivalents” in the balance sheets at 31 December 2011 and 2010 is as follows:

8

2011 Euros

Balance at 31/12/2010

Additions or charges for

the year

Disposals or reductions


Transfers

Cost:

Property, plant and equipment in the course of construction

78,265,392 2,249,241 (80,514,633) - -

Plant - - 80,514,633 - 80,514,633

Total cost 78,265,392 2,249,241 - - 80,514,633

Depreciation:

Plant - (2,479,533) - - (2,479,533)

Total accumulated depreciation (2,479,533) (2,479,533)

Total property, plant and equipment, net

78,265,392 (230,292) - - 78,035,100

2010 Euros Balance at

31/12/2009 Additions or charges for

the year

Transfers

Disposals or reductions


Cost: Property, plant and equipment in the course of construction Advances on property, plant and equipment

8,650,538

12,656,740

56,958,114 -

12,656,740

(12,656,740)

- -

78,265,392 -

Total cost 21,307,278 56,958,114 - - 78,265,392

Total property, plant and equipment, net 21,307,278 56,958,114 - - 78,265,392 Property, plant and equipment is comprised of equipment and facilities necessary to exploit the wind farm operated by the Company (Note 1). The transfer for the year occurred upon registration in the administrative registry of special regime production facilities on 18 August 2011, after which, the wind farm entered into service and it began to depreciate. (Note 1) The accumulated capitalised finance costs under "Buildings under the course of construction" amounted to EUR 3,443,855 and EUR 2,069,878 in 2011 and 2010, respectively. 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. To secure compliance with the obligations arising from the financing agreement described in Note 11, the Company definitively assigned to the lenders all of the collection and other rights and the guarantees arising from the plant construction, operation, maintenance and refurbishment agreements, management and administration services, as well as land use and energy sale and purchase agreements and indemnities for the insurance policies taken out by the Company. At 31 December 2011 the Company did not have any full depreciated items of property, plant and equipment.

9

Operating leases With respect to the land on which the wind farm described in the previous note is located, various leases were

entered into which expire on 18 August 2041.

At 31 December 2011, the future minimum lease payments under the aforementioned non-cancellable leases are as follows:

Euros 2011

Within one year 213,500

Two to five years 854,000

Over five years 5337,500

Total 6,405,000 6. Balances with Group companies and associates

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

2011 Euros 2010 Euros Loans received Loans received

(C) (C) Energía y Recursos Ambientales, S.A. (13,613,675) (10,883,367) Eólica FFMA 2E, S.L. (653,345) (653,345)

Total (14,267,020) (11,536,712) The Company's shareholders granted the Company a subordinated loan and the lenders recognised the priority and preference of the financing agreements mentioned in Note 11 over this loan which, from the time of the wind farm's start-up, accrues the same interest rate as that applied to the syndicated credit facility in the same period. The principal of the subordinated loan must be repaid in full at the final maturity date, 15 December 2027. The sole director undertakes not to demand repayment at short term. Current The detail of the current balances with Group companies and associates at 31 December 2011 and 2010 is as follows:

2011

2011 Euros

Income tax VAT Interest Payable to suppliers

D/(C) D/(C) D/(C) D/(C)

Energía y Recursos Ambientales, S.A. - - (763,713) (72,464)

Urbaenergía, S.L. - - - (1,322,305)

Eólica FFMA 2E, S.L. - - (51,128) -

Centro de Control Villadiego, S.L. - - - (19,720)

Cobra Gestión de Infraestructuras, S.A. - 1,449,345 - - ACS, Actividades de Construcción y Servicios, S.A.

1,094,433 - - -

Total 1,094,433 1,449,345 (814,841) (1,414,489)

10

2010

2010 Euros

Income tax

VAT Interest Payable to suppliers

D/(C) D/(C) D/(C) D/(C)

Energía y Recursos Ambientales, S.A. - - (195,426) (97,117)

Urbaenergía, S.L. - - - (8,954,765)

Eólica FFMA 2E, S.L. - - (21,453) -

Centro de Control Villadiego, S.L. - - - (23,921)

Cobra Gestión de Infraestructuras, S.A. - 10,465,708 - -

ACS, Actividades de Construcción y Servicios, S.A. 1,456 - - -

Total 1,456 10,465,708 (216,879) (9,075,803) 7. Derivative financial instruments

The Company uses derivative financial instruments to hedge the risks to which its activities, transactions and future cash flows are exposed. Within the framework of the aforementioned transactions, the Company has arranged the following interest rate swaps:

Bank 2011 Notional amount Fixed rate Maturity date

Caixanova 1,588,688 3.78% 15/12/2023

Banco Popular 4,095,438 3.78% 15/12/2023

Banco Santander 4,095,438 3.78% 15/12/2023

BBVA 4,095,438 3.78% 15/12/2023 The Company met the requirements described in Note 4.3 on measurement bases in order to classify the financial instruments detailed as hedges.

The following table shows the fair value of these hedges at 31 December 2011 and 2010:

Euros Euros

2011 2010

Liabilities Liabilities

B. POPULAR 1,488,297 549,329

CAIXA NOVA 577,336 213,094

SANTANDER 1,488,297 549,354

BBVA 1,488,297 549,329

Total 5,042,227 1,867,001

8. Financial investments

Current

This heading was comprised mainly of the deposit made by the Company at Banco Bilbao Vizcaya, S.A. in relation to the debt service reserve fund amounting to EUR 2,701,384 in 2011. It also includes the deposit made at Endesa amounting to EUR 18,373 in 2011 and 2010. This debt service reserve fund will be maintained until all of the payment obligations arising from the financing agreement described in Note 11 have been settled.

11

9. Cash and cash equivalents

The breakdown of the balance of “Cash and cash equivalents” in the balance sheets at 31 December 2011 and 2010 is as follows:

2011 2010 Cash at banks 139,518 950,632 TOTAL 139,518 833,581

At 2011 and 2010 year end, the entire balance of "Cash and cash equivalents" is unrestricted.

10. Equity and shareholders’ equity

10.1) Share capital

The share capital at 2011 and 2010 year end was EUR 14,280,000 and EUR 9,681,000, respectively, divided into equal, fully subscribed and paid shares of par value EUR 680 each.

The detail of the shareholders at 31 December 2011 is as follows:

% Ownership

Shares

Ownership amount in euros

Energía y Recursos Ambientales, S.A. 90.00 18,900 12,852,000

Eólica FFMA 2E, S.L 10.00 2,100 1,428,000

Total 100.00 21,000 14,280,000

On 23 February 2011, the Company's shareholders approved three capital increases to be carried out by increasing the par value of each of the 21,000 shares by EUR 360 for a total of EUR 7,561,000. Thus, the share value stood at EUR 548 and the share capital at EUR 11,508,000, and both shareholders retained their percentage of ownership. These capital increases were fully paid upon registration in the Mercantile Registry of Madrid on 13 September 2011.

On 23 November 2011, 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 132 for a total of EUR 2,772,000. Thus, the share value stood at EUR 680 and the share capital at EUR 14,280,000, and both shareholders retained their percentage of ownership. This capital increase was fully paid upon registration in the Mercantile Registry of Madrid on 12 January 2012.

10.2) Legal reserve

Under article 274 of the Consolidated Spanish Corporate Enterprises Law, 10% of net profit for each year must be transferred to the legal reserve until the balance of this reserve reaches at least 20% of the share capital. The legal reserve cannot be distributed to shareholders except in the event of liquidation.

The legal reserve can be used to increase capital provided that the remaining reserve balance does not fall below 10% of the increased share capital amount.

Otherwise, until the legal reserve exceeds 20% of share capital, it can only be used to offset losses, provided that sufficient other reserves are not available for this purpose.

11. Trade and other payables

The detail of “Trade and other payables” at 2010 and 2009 year end is as follows:

12

2011

EQUITY AND LIABILITIES Euros 2011 Sundry accounts payable Payable to suppliers - Group companies and associates (Note 6) Advances from customers Other accounts receivable from public authorities (Note 13.1)

976,565

1,414,489 101,850 1,238

2,494,143

2010

EQUITY AND LIABILITIES Euros 2010 Sundry accounts payable Payable to suppliers - Group companies and associates (Note 6)

19,968

9,075,803

9,095,771

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 396,618. 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 5,697,615 38.39%

Other 9,144,815 61.61%

Total payments in the year 14,842,430 100%

Deferred payments which at year end exceed the maximum period 396,618 16.59%

12. Non-current and current payables

12.1) Non-current financial liabilities

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

13

On 16 February 2010, the Company entered into a financing agreement (syndicated credit facility) with BBVA (Agent Bank), Banco Popular Español, Banco de Santander, Caixa de Aforros de Vigo, Ourense e Pontevedra (Caixanova), Caja de Ahorros de Asturias y Monte de Piedad and Caja de Ahorros San Fernando de Huelva, Jerez y Sevilla (Cajasol) to finance the construction and start-up of the wind farm. This credit facility accrues interest at a floating rate which is calculated in addition to the reference interest rate (Euribor) plus a spread of 3% from the entry into operation of the wind farm which may vary based on the annual debt service coverage ratio with a final maturity scheduled for 2027. At 31 December 2011 and 31 December 2010, "Non-current bank borrowings" included net debt arrangement expenses amounting to EUR 1,985,349 and 1,995,277, respectively. The Company will amortise the aforementioned expenses based on the repayment schedule of the syndicated credit facility. In 2011 the Company allocated EUR 9,928 to profit or loss, thereby complying with the repayment schedule 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 16 (grounds for termination), among which the following are included: - Maintain a credit/equity ratio no greater than 32.9/67.1 per cent. - - Maintain the debt service coverage ratio equal to or above 1.10 throughout the term of the credit facility.

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

DATE % TO BE

PAID

16 June 2012 1.36%

16 December 2012 1.36%

16 June 2013 1.85%

16 December 2013 1.85%

16 June 2014 1.99%

16 December 2014 1.99%

Classes Non-current financial instruments 2011

Categories Bank borrowings Derivatives and other Total Accounts payable 52,894,740 - 52,794,740 Derivatives - 5,042,227 5,042,227 Total 52,894,740 5,042,227 57,936,967

Classes Non-current financial instruments 2010

Categories Bank borrowings Derivatives and other Total Accounts payable 45,040,023 - 45,040,023 Derivatives - 1,867,001 1,867,001 Total 45,040,023 1,867,001 46,907,024

14

DATE % TO BE

PAID

16 June 2015 2.14%

16 December 2015 2.14%

16 June 2016 2.32%

16 December 2016 2.32%

16 June 2017 2.39%

16 December 2017 2.39%

16 June 2018 2.62%

16 December 2018 2.62%

16 June 2019 2.83%

16 December 2019 2.83%

16 June 2020 3.07%

16 December 2020 3.07%

16 June 2021 3.28%

16 December 2021 3.28%

16 June 2022 3.50%

16 December 2022 3.50%

16 June 2023 3.64%

16 December 2023 3.64%

16 June 2024 3.95%

16 December 2024 3.95%

16 June 2025 4.31%

16 December 2025 4.31%

16 June 2026 4.65%

16 December 2026 4.65%

16 June 2027 4.58%

16 December 2027 4.60% 12.2) Current financial liabilities The detail of “Current payables” at 2011 and 2010 year end is as follows:

Classes Current financial instruments 2011

Categories Bank borrowings Total Accounts payable 1,583,639 1,583,639 VAT Credit facility 543,956 543,956 Accrued interest payable 157,953 157,953 Total 2,285,548 2,285,548

Classes Current financial instruments 2010

Categories Bank borrowings Total Accounts payable 1,464,707 1,464,707 VAT Credit facility 12,150,000 12,150,000 Accrued interest payable 663,807 663,807 Total 14,278,514 14,278,514

15

In addition, the Company obtained a VAT credit facility for a maximum amount of EUR 12,693,957 from La Caixa (Agent Bank), BBVA, Banco Popular Español and Banco Santander, to finance the VAT tax payable during the construction of the farm and which must be settled in full when any deposit of any amount is made into the VAT account in question. This loan bears annual interest tied to Euribor plus a spread of 1.75%. In 2011 the Company amortised EUR 12,150,000 corresponding to the amounts drawn down with a charge to the VAT credit facility in 2010 and which, according to the agreement, must be amortised on 30 June of the immediately following year.

13. Tax matters

13.1) Current tax receivables and payables The detail of "Current tax receivables and payables" in the abridged balance sheets at 31 December 2011 and

2010 is as follows: ASSETS Euros 2011 Euros 2010

VAT refundable, not yet deducted Personal income tax withholdings

- -

1,363,697

163

- 1,363,860

EQUITY AND LIABILITIES Euros 2011 Euros 2010

Personal income tax withholdings Social Security contributions payable

652 587

- -

1,239 - The Company files consolidated VAT tax returns as part of the Group to which it belongs. 13.2) Calculation of income tax

Since its incorporation, the Company has filed consolidated tax returns as part of the ACS Group. For 2011 income tax expense purposes the calculations for each company in the tax group were made individually.

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

2011 Euros Total

Accounting profit/(loss) for the year before tax (3,628,890) Taxable base amount (3,628,890)

2010 Euros Total

Accounting profit/(loss) for the year before tax (4,852) Taxable base amount (4,852)

16

2011 Total

Accounting profit/(loss) for the year before tax (3,628,890) Taxable base amount (3,628,890) Tax rate of 30% 1,088,666 Withholdings and prepayments - Income tax payable 1,088,666

2010 Total

Accounting profit/(loss) for the year before tax (4,852) Taxable base amount (4,852) Tax rate of 30% 1,456 Withholdings and prepayments - Income tax payable 1,456

The current income tax was recognised as an accounts receivable from ACS Actividades de Construcción y Servicios, S.A.

13.3) Income tax income The income tax income for 2011 and 2010 was calculated as follows:

Euros 2011

Taxable amount multiplied by 30% 1,088,666

Total 1,088,666

Euros 2010

Taxable amount multiplied by 30% 1,456

Total 1,456 13.4) Deferred tax assets The detail of the balance recognised by company at 31 December 2011 and 2010 is as follows:

2011 2010 Temporary differences (derivatives) 1,512,668 560,100 2009 tax asset - 3,079 TOTAL 1,512,668 563,179

At 2011 and 2010 year end, the temporary differences relate to the tax effect of the value of the derivative hedging instrument.

17

13.5) Years open for review by the tax authorities and tax audits In relation to the years open for review of the various taxes applicable to the operations of EÓLICA DEL

GUADIANA, S.L., there might be contingent tax liabilities which cannot be objectively quantified, since they would depend on the outcome of the tax audits of the open years beginning from 2007 (inclusive) for income tax, and from 2008 (inclusive) for all 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.

The system for determining transfer prices is adequately designed with a view to complying with tax legislation.

Therefore, transfer prices are adequately supported and there are no material risks in this connection. 14. Guarantee given to third parties At 31 December 2011 and 2010, EÓLICA DEL GUADIANA, S.L. had provided bank guarantees to third parties

mainly for the purpose of securing certain of its normal business operations, the detail being as follows:

Euros 2011 2010 Ayamonte Municipal Council Directorate-General of Energy Policy and Mines

369,943 960,000

369,943 960,000

Total 1,329,943 1,329,943 The sole director does not expect that the guarantees outstanding at 31 December 2011 will give rise to

liabilities additional to those recognised in the Company's financial statements at that date. 15. Income and expense

15.1) Revenue In 2011 the Company recognised revenue of EUR 3,472,132 from sales of electricity since its start-up on 16 April 2011. 15.2) Procurements "Procurements" includes mainly the work performed by other companies for the construction of the wind farm. The main subcontractor was Energía y Recursos Ambientales, S.A. 15.3) 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 - 1,617,301 Leases 280,547 37,232 Independent professional services 26,644 27,645 Insurance premiums 63,903 - Banking services 15,933 379 Supplies 34,637 99 Other services 1,158,361 37,151 Taxes other than income tax 218,903

Total 1,798,927 1,719,808

18

The changes in "Research and development expenditure" is due to the fact that the aforementioned expenses, studies and projects, engineering work, obtainment of permits and wind resource, electricity feed off and other studies are borne by the Company during the wind farm's promotion and construction phase. "Other services" includes mainly the amount corresponding to the operations and maintenance expenses for the farm provided by Urbaenergía S.L. amounting to EUR 493,104 in 2011. 15.4) Staff costs The following items are recognised under "Staff costs":

2011 2010 Wages and salaries 5,776 - Employee benefit costs 1,468 -

TOTAL 7,244 -

The average number of employees at the Company in 2011 and 2010, by category, was as follows:

Categories

2011

2010

Senior executives Line personnel and middle management Clerical staff Manual workers

- 1 - -

- - - -

Total 1 -

Also, the headcount at the end of 2011 and 2010, by category and gender, was as follows:

2011 2010

Categories

Men

Women

Men

Women

Senior executives Line personnel and middle management Clerical staff Manual workers

- 1 - -

- - - -

- - - -

- - - -

Total 1 - - - 15.5) Finance income and costs

2011 "Finance income" includes EUR 46,853 corresponding to the placement of cash surpluses and interest from current accounts. "Finance costs" includes interest on the bank loan amounting to EUR 2,524,700, interest on the subordinated debt amounting to EUR 597,961, interest on the VAT credit facility amounting to 239,970, interest on the derivative amounting to EUR 806,848 and EUR 93,230 for fees. 2010 "Finance income" includes EUR 54,735 corresponding to the placement of cash surpluses and interest from current accounts. "Finance costs" includes interest on the bank loan amounting to EUR 804,952, interest on the subordinated debt amounting to EUR 210,815, interest on the VAT credit facility amounting to EUR 110,479, interest on the derivative amounting to EUR 292,911 and EUR 449,097 for fees.

19

16. Related party balances and transactions

16.1) Related-party transactions The transactions carried out by EÓLICA DEL GUADIANA, S.L. with Group companies and associates in 2011

and 2010 were as follows:

2011

2011 Euros

Consumables used and other Finance costs

Energía y Recursos Ambientales, S.A. 18,918 568,287

Urbaenergía, S.L 493,164 -

Centro de Control Villadiego, S.L. 61,410 -

Total 573,492 568,287

2010

2010 Euros

Consumables used and other Finance costs

Energía y Recursos Ambientales, S.A. - 101,384

Urbaenergía, S.L 52,889,882 -

Aldebarán, S.A 180 -

Centro de Control Villadiego, S.L. 20,272 -

Total 52,910,334 101,384

17. Information on the environment

In view of the business activities carried on by the Company, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position or results. Therefore, no specific disclosures relating to environmental issues are included in these notes to the financial statements for 2011.

18. Other disclosures

18.1) Fees paid to auditors The fees for audit services provided to the Company amounted to:

Description Euros

2011 2010 Services provided by the

auditor and by related companies

Services provided by the auditor and by related

companies

Audit services 4,500 4,500

Other attest services 1,000 1,000

Total audit and related services 5,500 5,500

20

19. 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) 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 Álvarez Rollo Villanova, under number 2,122 of his notary record, the appointment of Mr. Antonio Gómez Zamora as sole director of the Company is revoked. On the same date in a deed executed before Madrid notary Mr. Segismundo Álvarez Rollo Villanova, under number 2,108 of his notary record, Mr. Ramón Jiménez Serrano was appointed as an individual representative of the sole director of Energías y Recursos Ambientales, S.A.

20. Other disclosures 20.1) Information on the nature and level of risk o f financial instruments

The Company's financial risk management is centralised in its financial department, which has established the mechanisms required to control exposure to interest rate and exchange rate fluctuations and credit and liquidity risk. The main financial risks that affect the Company are as follows:

Price risk

Electricity production from renewable energies in Spain revolves around a law which establishes the option of remunerating the sale freely at market price. The Company is exposed to fluctuations in the market price of electricity (pool price). However, a percentage of these prices are composed in reference to regulated tariffs (premium, incentive and reactive energy supplement) and the risk of long-term fluctuation is noticeably reduced because it is tied to various conditions.

Regulatory change

The Company's activities are subject to a wide range of government regulations. Any changes to these regulations could affect activities and earnings (see Note 1).

Its electricity production from renewable energies is subject to a comprehensive law on tariffs and other aspects of its activities in Spain. The introduction of new laws or regulations, or the amendment of existing laws and regulations, could have an adverse or positive effect on the business activities and the results of operations.

Also, the current legislative framework governing the tariff review system, including the remuneration of electricity generated, constitutes the main support mechanism for the development of these renewable sources.

Other external factors with an impact on the Company's business activities

The Company's business activity is influenced by weather, an external factor which may adversely affect its operations, results and financial situation.

Credit risk:

In general, the Company holds its cash and cash equivalents at banks with high credit ratings.

21

Liquidity risk:

The Company, for the purpose of ensuring liquidity and enabling it to meet all the payment obligations arising from its business activities, has the cash and cash equivalents disclosed in its balance sheet, together with the credit and financing facilities, in accordance with the project finance structure, detailed in Note 11 and it has the financial support of the Group to which it belongs mentioned in Note 2.2.

Market risk (includes interest rate, foreign currency and other price risks):

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

20.2) Detail of investments in companies engaging i n similar activities and of the activities carried on by the sole director as independent professionals o r as employees. 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.

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.



S.A.


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





S.A.







22

Andasol-6 Central

Termosolar Seis, S.L.

Andasol-7 Central

Termosolar Siete, S.L.

Berea Eólica, S.L.

Calvache Eólica, S.L.

Carta Valley Wind Power

USA, LLC

Cobra Termosolar USA, S.L.

Cobra Solar del Sur, S.L.

Cobra Sun Power USA, INC

Centro de Control Villadiego,

S.L.

Desarrollos Energéticos

Asturianos, S.L.

Desarrollos Energéticos

Riojanos, S.L.

El Chaparral Wind Power,

S.L.

El Otero Wind Power, S.L.

El Recuenco 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

Renewable energies






the chairman of the Board of Directors, Energía y

Recursos Ambientales, S.A.





the sole director, Eyra Wind Power USA, Inc.


the sole director, Cobra Instalaciones y Servicios,

S.A.




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



S.A.

Chairman of the Board of Directors

Chairman of the Board of Directors


the sole director, Urbaenergía, S.L.




23

El Robledo Eólica, S.L.

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

Renewable energies




Individual appointed to discharge the functions of a

member of the Board of Directors, Energía y






S.A.



S.A.

Member of the Board of Directors










S.A.





24

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.

Parque Eólico Las Tadeas,

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

Renewable energies









S.A.

Sole director



S.A.



S.A.




Joint director






S.A.







25

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.

Red Top Wind Power, LLC

Riansares 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








S.A.



S.A.

Joint director



S.A.
















the chairman, Eyra Wind Power USA, Inc.




26

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.

Parque Eólico La Val, S.L.

Parque Eólico Cortado Alto,

S.L.

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies

Renewable energies



Joint director

Individual appointed to discharge the functions of a

member of the Board of Directors, Urbaenergía,

S.L.


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



S.A.



S.A.





S.L.




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







27

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. (Peru)

Treatment and management of all types of natural resources

Chairman

Cotefy, S.A. de C.V. 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


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


Tedra Australia PTY LTD Water desalination, distribution and treatment

Board member

Infraestructuras Energéticas Aragonesas, S.L.

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

Energías Ambientales de Guadalajara, S.L.

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

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

Board member

Sociedad Aragonesa de Estaciones Depuradoras, S.A.

Water desalination, distribution and treatment

Board member (Cobra Concesiones, S.L.)

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

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

Cobra Thermosolar Plants, INC Solar thermal facilities Board member

Cobra Energy Investment, LLC Investment company Chairman

Cobra Great Island Limited Industrial facilities Chairman

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

Electricity generation and transmission

Board member

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

Sole director (Cobra Concesiones, S.L.)

28

Name of Company Company activities Position

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


PREPARATION OF THE FINANCIAL STATEMENTS: Madrid, 25 July 2012

The sole director of EÓLICA DEL GUADIANA, S.L. prepare 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

eólica del guadiana, s.l. - saeta yield · eÓlica del guadiana, s.l. notes to the financial...

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