FALCK SpA. Annual report for the year ended 31 December 2012

Transcription

1 FALCK SpA Annual report for the year ended 31 December 2012 FALCK SpA Share capital Euro 72,793,163 fully paid Registered and fiscal address Milan Corso Venezia, 16 REA Milan no. 683 Milan Companies Register no VAT and tax code no

2 Annual report for the year ended 31 December 2012

3 Contents Notice of annual general meeting 5 2 Company officers 6 3 Group structure 7 4 Consolidated financial highlights 8 5 Falck group consolidated financial statements 5.1 Directors report Falck group profile Regulatory framework Review of business in Falck group operating and financial review Performance of business sectors Employees Research and development activities Risks and uncertainties Significant events after the balance sheet date Management outlook and going concern Consolidated financial statements for the year ended 31 December Balance sheet Income statement Statement of comprehensive income Cash flow statement Statement of changes in equity Notes to the consolidated financial statements Additional disclosures regarding financial instruments in accordance with IFRS Supplementary information to the consolidated financial statements List of investments in subsidiaries and associates Report of the board of statutory auditors on the consolidated financial statements Independent auditors report on the consolidated financial statements 115 page 3.

4 Contents 6 Falck SpA 6.1 Directors report Operating and financial review of Falck SpA Performance and review of business in Employees Capital expenditure Performance of subsidiaries Corporate governance Related party transactions Holding of own shares Purchase and sale of own shares Research and development activities Registered offices and secondary headquarters Significant events after the balance sheet date Management outlook and going concern Proposed appropriation of the loss for the year Falck SpA separate financial statements at 31 December Balance sheet Memorandum accounts Income statement Notes to the financial statements Supplementary information Falck SpA List of direct and indirect investments in subsidiaries and associates Summary of latest significant financial data of subsidiaries and associates Report of the board of statutory auditors to the annual general meeting Independent auditors report on the financial statements of Falck SpA 159 page 4.

5 1 Notice of annual general meeting The shareholders are invited to attend the annual general meeting (AGM) to be held at the company s registered offices in Milan, Corso Venezia 16, at on 28 June 2013 in first call and, where necessary, at the same time and location on 5 July 2013, in order to discuss the following: Agenda 1) Annual report for the year ended 31 December 2012; the directors report, the report of the board of statutory auditors, the independent auditors report: approval, related resolutions and resulting matters; 2) Appointment of the board of directors for the term subject to determination of the number of members and remuneration: approval, related resolutions and resulting matters. Shareholders may attend the annual general meeting where notice from the authorised intermediary pursuant to article 2370 of the Italian Civil Code was received by the company at least two working days prior to the date established in first call. Pursuant to article 9 of the articles of association, each shareholder with a right to attend the AGM may be represented by written proxy by another shareholder with the same voting rights. Shareholders will note that the company s financial statements and the consolidated financial statements for the year ended 31 December 2012, the directors report and the reports of the board of statutory auditors and independent auditors reports, will be available to the public at the company s registered offices in Milan, Corso Venezia 16 within the required timeframe. Milan, 13 June The Chairman Federico Falck The notice of the AGM was published in the 13 June 2013 issue of Avvenire. page 5.

6 2 Company officers Board of directors Federico Falck Guido Corbetta Piero Manzoni Marco Agostini Enrico Falck Bruno Isabella Filippo Marchi Chairman Deputy chairman Chief executive officer and general manager Director Director Director Director Board of statutory auditors Filippo Tamborini Ruggero Conti Gerolamo Gavazzi Emilio Garavaglia Roberto Moro Visconti Chairman Statutory auditor Statutory auditor Substitute statutory auditor Substitute statutory auditor Independent auditors Reconta Ernst & Young SpA Company powers vested in the directors are set out on page 120. page 6.

7 3 Group structure Ecosesto SpA Prima Srl 100% 85% 24,73% 23,27% Palermo Energia Ambiente ScpA In liquidazione 100% Elettroambiente SpA 96,35% Tifeo Energia Ambiente ScpA In liquidazione 86,77% Platani Energia Ambiente ScpA In liquidazione WtE, biomass and photovoltaic sector Wind sector Consolidated line-by-line Consolidated by proportional method Valued applying equity method Valued at cost 100% 49% 100% Other activities sector Esposito Servizi Ecologici Srl Frullo Energia Ambiente Srl Falck Renewables Energy Srl Ambiente 2000 Srl Actelios Solar SpA Solar Mesagne Srl 60% 100% 100% 75% 75% 100% 100% 51% Parc Eolien de Sainte Trephine Sarl Parc Eolien de Plonevez du Faou Sarl Parc Eolien d Availles Limouzin Sarl Parc Eolien De Moulismes Sarl Ecoveol Sas 100% Falck Energies Renouvelables Sas FALCK SpA 60% FALCK RENEWABLES SpA SE Ty Ru Sas Parc Eolien d Illois Sarl Parc Eolien du Fouy Sas Parc Eolien des Cretes Sas Esquennois Energie Sas 100% Falck Renewables Gmbhand co.kg 100% Falck Renewables Verwaltungs Gmbh 100% 100% 100% 100% 100% 100% 26% Eolica Cabezo San Roque SAU Parque Eolico La Carracha SL 50% Nuevos Parque Eolicos La Muela AIE 50% 26% Parque Eolico Plana de Jarreta SL 50% 50% 50% Elektrownie Wiatrowe Bonwind Lyszkowice Sp. Z.o.o. Elektrownie Wiatrowe Bonwind Leszno Sp. Z.o.o Elektrownie Wiatrowe Bonwind Kamienica Sp. Z.o.o. 52% Wysoka Wind Farm Sp. Z.o.o. Falck Renewables Wind Ltd 100% 100% 100% 100% 100% 52% 52% 99,99% Ben Aketil Wind Energy Ltd Ben Aketil 2 Wind Energy Ltd Millennium Wind Energy Ltd Spaldington Airfield Wind Energy Ltd Ness Wind Energy Ltd Nutberry Wind Energy Ltd 52% Kingsburn Wind Energy Ltd Dunbeath Wind Energy Ltd 100% 100% 100% Falck Renewables Finance Ltd 100% Falck Renewables UK Holdings (No.1) Ltd Cambrian Wind Energy Ltd Boyndie Wind Energy Ltd 100% Kilbraur Wind Energy Ltd 100% Kilbraur 2 Wind Energy Ltd 100% Earlsburn Mezzanine Ltd 100% Earlsburn Wind Energy Ltd 100% Falck Renewables Italia Srl Eolo3W Minervino Murge Srl Eolica Sud Srl Geopower Sardegna Srl Eolica Petralia Srl FRI Energetica Srl Ezse Elektrik Uretim Ltd Sirketi 100% 100% 100% 100% 20% 100% 82,24% Falck Energy SpA Italian Lao Group Co Ltd 100% Falck Bioenergy Thailand Co.Ltd in liquidazione Sesto Siderservizi Srl 100% 100% page 7.

8 4 Financial highlights Revenue Gross profit Operating (loss)/profit ( ) EBITDA (1) Loss for the year ( ) ( ) ( 1.114) ( ) Loss for the year attributable to owners of the parent ( ) ( ) ( 5.727) ( ) Earnings per share attributable to owners of the parent (Euro) ( 0,77) ( 0,43) ( 0,08) ( 0,39) - Net financial liabilities Non-recourse financing Total net financial position net of derivatives Derivative financial instruments Total net financial position including derivatives Total equity Total equity attributable to owners of the parent Equity holders equity per share (Euro) 1,424 2,327 3,237 3,010 Capital expenditure Gross profit/revenue 33,2% 48,9% 43,8% 35,0% Operating profit/revenue -8,4% 26,0% 21,4% 9,4% Loss for the year/total equity -39,4% -6,1% -0,3% -6,7% Net financial position net of derivatives/total equity 3,69 2,54 2,43 1,84 Total group employees (no.) (1) EBITDA = EBITDA is measured by the Falck group as profit/(loss) for the year before investment income and costs, net finance income/costs, amortisation and depreciation, impairment losses, charges to risk provisions and income tax expense. This indicator was calculated applying best market practice taking into consideration the new group financing contracts. This method was applied to calculate EBITDA for the previous years disclosed. page 8.

9 5. Falck group consolidated financial statements Directors report

10 FALCK SpA Annual report for the year ended 31 December Directors report Dear Shareholders, The annual report herein has been prepared in accordance with the Italian Civil Code and follows the layout below in respect of the financial statements of Falck SpA: - Directors report; - Financial statements. Balance sheet. Income statement. Notes to the financial statements - Supplementary information. The consolidated financial statements for the year ended 31 December 2012 have been prepared in accordance with International Financial Reporting Standards (IAS/IFRS). These standards were adopted for the first time in Falck group profile For more than 100 years the Falck group (hereinafter the Falck Group or the Group ) has been a major player in the industrial development of Italy, through initiatives that demonstrate its commitment to the local territory and interest in safeguarding the environment. The Group has taken on board the principles of sustainable development and has focused its mission principally on the production of energy from renewable resources and today, as a result of the continuous development and investment in innovative technology, it is now one of the leading players in this sector. The energy market represents the natural evolution of the Falck Group s business strategies, which as early as the beginning of the 20th century implemented a wide electricity generation programme in order to guarantee its steel plants operation. The Falck Group operates in the production of energy from renewable sources such as solar, wind, biomass and waste to energy to satisfy energy requirements without altering or disturbing the environment: this represents a concrete approach to contributing to the reduction of CO 2 emissions and consequently mitigating climate change. The Group holds investments in banks and enterprises. The Group s pursues its mission by embracing the fundamental values defined in its Code of Conduct: integrity, constant innovation, total safety and open dialogue with all collaborators Regulatory framework The European Union endorsed the Kyoto Protocol and has developed a specific energy strategy aimed at facilitating renewable energy use. Directive 2009/28/EC set targets for the development of renewable sources for each member state and requires that each state develops its own National Renewable Energy Action Plan. Italy announced its National Renewable Energy Action Plan to the European Commission on 30 June 2010, pledging that by % of gross domestic consumption, including 6.38% of energy consumption in the transport sector, 28.97% of electricity and 15.83% of heating and cooling, will be met through renewable energy. Directive 2009/28/EC was endorsed by Legislative Decree 28/2011 of 6 March 2011 and its implementation was finalised in the decrees issued on 6 July 2012 that consolidated the sector s regulatory framework. The V energy account relating to photovoltaic energy was published at the same time as the decrees implementing Legislative Decree 28/2011. The new regulatory framework in Italy highlights a significant reduction in incentives for plants that come on stream from 2013 onwards while guaranteeing stable and longstanding incentive mechanisms for plants that page 10.

11 FALCK SpA Annual report for the year ended 31 December Directors report commenced operations prior to 31 December These changes do not impact the Group s power generating facilities in Italy as all plants came on stream by the end of New renewables incentives mechanisms and amendments to existing ones have also been passed in the other countries in which the Falck Group operates with no resulting impact on the Group s current power generating capacity. Italy: Regulation of the wind, WtE, biomass and photovoltaic sectors The regulations on incentives for the production of electricity from renewable sources comprises several mechanisms with different applications based on (i) the date the plant commenced operations, (ii) the type of renewable resource used, and (iii) the plant s capacity. The principal incentives are as follows: a) CIP 6/92; b) Green Certificates introduced by the Bersani Decree subsequently replaced by the feed-in tariff regime; c) The energy account governing photovoltaic plants; d) The feed-in tariff for solar thermodynamic plants. a) CIP 6/92 This incentive system offers a direct incentive to producers of renewable and similar types of energy, and is still effective for a number of operating plants, whereby under specific agreements, lasting between 12 to 15 years, the producers sold energy generated to ENEL (now the GSE) at a fixed price without participating in the feed-in tariff market mechanism. In particular, CIP 6/92 fixed the selling prices under which ENEL purchased electricity, in accordance with the avoided costs criteria (of investment, operation and combustibles) applicable to ENEL s production capacity under the previous monopoly regime. The first 8 years of this mechanism included a further incentive in respect of the higher cost of generating renewable energy compared to that of fossil fuels. This incremental incentive is no longer applicable to the Group s plants operating under the CIP 6 regime that from 2012 only receive the avoided cost element. The Ministry of Economic Development issues a decree (MD) annually that governs settlement of these incentives on an account/adjustment basis. The MD establishing the 2011 adjustment and 2012 payments on account was only published by the Ministry for Economic Development in late November 2012 (Official Gazette of the Italian Republic dated 30 November 2012). This decree extended to plants that operate under CIP 6 (selected initiatives as defined by Law 481/95), the application commencing 1 January 2010 of specific standard decreasing consumption levels based on the date of the plant s first connection for the purpose of identifying the combustible element of the avoided cost calculation to be applied to production. The introduction of this amendment further aggravated by its retrospective application to 2010 forced the Group to challenge the MD before the Lazio Regional Administrative Court requesting its annulment. The Group companies involved prudently set up a specific risk provision comprising the adjustments relating to the period preceding the MD becoming law (1 December 2012). Further details are provided on page 89 of the notes to the financial statements. page 11.

12 FALCK SpA Annual report for the year ended 31 December Directors report b) Green certificates (CV) replaced by Feed-in Tariffs From 2001, the Bersani Decree has required entities importing or producing more than 100 GWh per year from conventional sources to feed into the grid (in the following year) not less than 2% of energy produced by renewable sources (for 2012 the minimum quota is 7.55%). The above-mentioned emission quotas may be met through the production of renewable energy or alternatively the purchase of GCs from other renewable energy producers. The GCs are annual certificates of renewable production that producers receive (for 15 year periods) from the GSE (Italian electricity market operator) based on production levels (in MWh) multiplied by a variable coefficient based on the type of renewable source as follows:. wind plants with a capacity of more than 200 KW: 1;. offshore wind farms: 1.50;. biodegradable waste and biomass plants not sourced from agricultural short supply lines: 1.3;. agricultural biomass plants sourced from short chain supplies: 1.8. The GC market operates on a supply/demand basis (minimum quota/gc). Following intense growth in renewables production, from 2007 GC supplies widely exceeded demand resulting in a collapse in the value of GCs that required government intervention (MD 18/12/2008) whereby the GSE undertook to buy in all excess GCs for the period at a fixed historic price. The Romani Decree (Legislative Decree 28/2011 implementing Directive 2009/CE/28) abolished the GC market replacing it with a feed-in tariff scheme recognised by the GSE. The above mechanism applies to plants in service at 31 December 2012 (with an exemption up to 30 April 2013 whereby the incentive decreases by 3% each month from 1 January 2013). This decrease will not apply to the Group s plants. The GC system will continue through and the GSE will buy in all excess GCs on the market. Legislative Decree 28/2011 envisages a price for GCs (in Euro/MWh) equal to 78% of the difference between 180 and the annual average market price of electricity published by the Regulatory Authority for Electricity and Gas. From 2016, the Implementing Decree (ID) of the Romani Decree (published on 6 July 2012) establishes application of the same formula in calculating the feed-in tariff. With regard to new plants (that commence operations after 31 December 2012), the ID states that in respect of the three year period , access to these incentives will take place through entry to registers for plants up to defined capacity thresholds analysed by energy source and by registering for reverse auctions where plants exceed the specified capacity thresholds. In each case annual incentive caps apply differentiated by energy source. The threshold for enrolment to registers and auctions is 5MW in respect of wind farms and biomass plants. The incentives are awarded monthly for a 20 year period in the form of a feed-in tariff calculated applying the contract for differences mechanism (the GSE pays the producer the difference where positive between the feed-in tariff and the energy price recorded for the month of production). c) Energy account The energy account is the incentive for photovoltaic plants and was originally introduced by Ministerial Decrees (MD) 28/07/05 and 06/02/06 (First Energy Account), which were subsequently amended by MD 19 February 2007 (Second Energy Account). With regard to plants that commenced operations between 1 January 2008 and 31 December 2010 the MD provides tariff-based incentives for the energy produced that vary based on the characteristics of the plants (integrated, partially integrated or non-integrated) and their nominal capacity (1-3 KW; 3-20 KW; over 20 KW). This incentive is provided by the GSE for a period of up to 20 years. Under Legislative Decree 129 of 13 August 2010, the incentive tariffs under the energy account governed by MD of 19 February 2007 continue to apply to photovoltaic systems including those that commenced operations after 31 December 2010, provided that (i) by 31 December 2010 the photovoltaic system had been installed and the relevant authorities notified of the completion of work, and (ii) the facilities came into operation by 30 June MD 06/08/10 (Third Energy Account) applies to plants that entered into service after 1 January 2011 with the exception of those governed by Law 129/2010. This decree also set a national cumulative target of 8GW of page 12.

13 FALCK SpA Annual report for the year ended 31 December Directors report capacity to be installed by 2020 with a cap on capacity eligible for incentives of 3GW for solar photovoltaic plants, 300 MW for innovative integrated plants and 200 MW for concentrating solar plants. The MD of 06/08/10 removed the distinction of plants installed on existing buildings thus analysing them by those installed on buildings and other plants. MD 12/05/2011 (Fourth Energy Account) established that the provisions of MD 06/08/2010 be applied to plants that entered into service by 31 May From this date up to 31 December 2016, the Fourth Energy Account sets decreasing six-monthly incentive tariffs to reach the 2016 target of 23GW of installed capacity while fixing a total cumulative annual expenditure of between Euro 6 to 7 billion. From the first half of 2013, the incentive tariffs will be replaced by a comprehensive tariff for energy sold to the grid. The Fourth Energy Account does not apply to any of the Group s photovoltaic plants. MD 05/07/2012 (Fifth Energy Account), redefines incentive tariffs commencing 27/08/2012 and sets the annual expenditure limit at Euro 6.7 billion. A comprehensive tariff applies for plants with an installed capacity of less than 1 MW while for plants with greater capacities the tariff represents a premium paid in respect of energy generated. The incentive tariffs are decreasing in value for the first five semesters following which they will be reduced by 15% every six months. Access to the incentives is by entry to specific registers except for plants with less than 12 kw of installed capacity, plants with a capacity of between 12 and 24 kw that request a reduction in the applicable rate and those with a capacity of up to 50 kw built to replace plants containing Eternit. None of the Group s photovoltaic plants fall within the scope of the Fifth Energy Account. d) Feed-in tariff for solar thermodynamic plants Ministerial Decree 6/7/2012 (Article 28) implementing Directive 2009/EC/28, extends MD 11/4/2008 governing the criteria and procedures to promote the production of electricity from solar energy by way of thermodynamic cycles, which otherwise would have expired in In addition to the time extension that grants the right to receive incentives to plants that commence activities by 31 December 2015, the financial incentives and access terms were reviewed and improved, thus creating new interest for producers. Ecosesto SpA has commenced authorisation procedures to construct this type of plant integrating it into the existing wood-fuelled biomass thermodynamic plant in Rende (CS). Other major events that affected the regulatory framework governing electricity production in 2012 include: Ministry of Economic Development Decree 15 March 2012 (Burden Sharing) The decree published on 2 April 2012 in issue 78 of the Official Gazette of the Italian Republic, entitled Definition and description of regional targets for renewable sources and management of procedures where regions and independent provinces fail to meet targets. In addition to identifying targets for each region, the decree defines monitoring procedures to ensure they are met and measures to implement where targets are not fulfilled, culminating in receivership for those administrations that fail to meet targets. Italian Regulatory Authority for Electricity and Gas Resolution 218/2012 (Imbalances) This resolution introduces for non-programmable sources the transfer of imbalance costs on the difference between electricity actually fed into the grid and scheduled injection plans. The resolution comes into force on 1 January 2013 and later resolutions will outline the conditions to be applied from With regard to 2013 (the transition period), an allowance of 20% for the first 6 months followed by 10% in the second half of the year, will be applied to the unbalanced volume of energy. For those plants that inject electricity to the grid under purchase and resale agreements with the GSE, production schedules are prepared and imbalance costs are calculated and transferred by GSE to the producers based on conditions defined by the latter and approved by the AEEG in Resolution 493/2012. The impact of this Resolution on the Group s results is disclosed in the note on Risks and uncertainties. page 13.

14 FALCK SpA Annual report for the year ended 31 December Directors report United Kingdom: regulatory framework in the wind sector In line with Directive 2009/28/EC, the UK Government s target is to achieve 30% of its energy consumption from renewable sources by The incentives schemes for the production of electricity from renewable sources fall under 2 incentive regimes: a) NFFO Order (England, Wales and Scotland); b) Renewables Obligation Order. a) NFFO (England, Wales and Scotland) In England and Wales the legacy regime for the sale of electricity generated from renewable sources is regulated under the Electricity (Non-Fossil Fuel Sources) (England and Wales) Orders of 1994, 1997 and 1998 ( NFFOEW Orders ). In Scotland it is regulated under the Electricity (Non-Fossil Fuel Sources) (Scotland) Orders of 1994, 1997 and 1999 ( NFFOS Orders ). Although the underlying legislation has been repealed, there is a saving in respect of existing projects which continue to operate under the regulation until the expiry of the existing NFFO contracts (fixed price long-term sales contracts) with NFPA. For these plants the incentive mechanism is the feed-in tariff, which applies to the Cefn Croes plant. b) Renewables Obligation Orders The current regime to promote and support the generation of electricity from renewable sources in England and Wales and Scotland is through separate Renewables Obligation Orders ( ROs ). The Renewables Obligation Order 2006 (England and Wales) and the Renewables Obligation (Scotland) Order 2007, respectively impose obligations on electricity suppliers to demonstrate that not less than a stipulated percentage of electricity produced was generated from renewable sources. The Office of Gas and Electricity Markets, OFGEM, issues Renewable Obligations Certificates ( ROCs ) and Scottish Renewable Obligations Certificates ( SROCs ) on behalf of the Gas and Electricity Markets Authority ( GEMA ). The ROs require electricity suppliers to source an increasing portion of their electricity supply from renewable sources (including onshore and offshore wind farms). From 2009 the level of renewable energy is measured by the number of ROCs per MWh of energy supplied and for the period 1 April 2012 to 31 March 2013 the minimum quota each supplier must meet is ROCs per MWh. Compliance under the RO scheme is regulated through a certification system using ROCs and SROCs. Renewable energy generators receive ROCs or SROCs for each MWh of electricity generated depending on the source of energy employed. New ROC levels were introduced in late July 2012 in respect of new plants that will enter into service from April It is expected that similar incentive levels will also be introduced in Scotland. Onshore wind farms that commence operations after April 2013 will be awarded 0.9 ROCs for each MWh. The Nutberry wind farm (15 MW), which is about to enter into service, will benefit from this coefficient. ROCs and SROCs are tradable, are priced in the market and traded at a premium compared to the market price of a similar quantity of energy (FEED-IN PREMIUM mechanism). Smaller wind farms (therefore all of the Group s wind farms with the exception of Kilbraur and Millennium) are also entitled to receive other incentives. Renewables generating plants are typically connected to the low voltage regional electricity distribution network rather than to the high voltage transmission network operated by the National Grid. Using the distribution network rather than the high voltage transmission network avoids the charges imposed by the National Grid. This is known as Triad Avoidance Benefit. The Finance Act 2000 introduced the Climate Change Levy ( CCL ) which is a flat rate currently at 4.41 per MWh, charged on the supply of electricity to non-domestic customers. Eligible renewable generators are entitled to climate change levy exemption certificates ( LECs ). In order to meet the obligations of the Finance page 14.

15 FALCK SpA Annual report for the year ended 31 December Directors report Act 2000, suppliers may either purchase LECs from a generator of qualifying renewable energy which can then be submitted to OFGEM or pay the tax directly to OFGEM. Unlike ROCs (and SROCs), LECs are not fully tradable and the supplier must show they relate to a quantity of renewable electricity actually supplied to a specific industrial consumer. The incentives schemes available to renewable energy producers in the UK are currently undergoing reform. This envisages the introduction of: Feed-in Tariffs with Contracts for Difference (FiT-CfD) for new plants that under the current system would be eligible for ROCs or SROCs. This mechanism envisages a fixed, constant incentive (the sum of the incentive and energy value) awarded to renewables plants by way of a variable incentive linked to the energy market. Incentives periods vary depending on the technology used. Capacity Mechanism that is designed to guarantee sufficient generating capacity from programmable plants; Emission Performance Standard (EPS) that aims to limit the maximum level of carbon dioxide that new fossil fuel power stations can emit; Carbon Price Floor that provides a mechanism through which the price of carbon emissions gradually increases over time. The Feed-in Premium currently in place for plants with capacities of less than 5 MW remains unchanged. The reform is expected to take effect from 2014 and will be applicable to new plants. A transition period ( ) will be in place during which new renewable generators may choose between ROCs (or SROCs) and the new incentive scheme (FiT-CfD). Spain: regulatory framework in the wind sector In compliance with Directive 2001/77/EC, Spain established that 29% of gross electricity consumption be produced from renewable energy sources by The main regulations in Spain comprise the 436/2004 and 661/2007 Royal Decrees. New regulations were approved in July 2010 which do not affect the wind farms falling under the 436/2004 Royal Decree. The 436/2004 Royal Decree established that electricity generated could be sold at a price comprising a fixed element (or premium) and a variable element based on energy prices in the Spanish electricity market. The 436/2004 Royal Decree was superseded by the 661/2007 Royal Decree that maintains the feed-in tariff regime and introduces a new pool price regime, which is subject to a floor and a cap to ensure wind farm owners are not under or over remunerated. The Group s wind farms have elected to apply the pool price regime established by the 436/2004 Royal Decree until 31 December 2012; following which the new pool price regime established by the 661/2007 Royal Decree will apply. In addition to the pricing regimes, electricity generated from renewable sources is afforded priority access to the transmission and distribution grid system, ensuring all power is purchased. In 2010 the Spanish Government introduced two extraordinary measures in the electricity generation market for the period : All electricity generators must pay a tax of Euro 0.5 for each MWh of electricity fed in to the network; The incentive for solar plants and wind farms is limited to a maximum number of hours per year with any energy generated over this threshold to be valued at market prices. The threshold for wind energy is 2,589 hours per year but is only applied where in a given year the threshold of the average number of production hours for the entire Spanish wind farm installed capacity is met (currently 2,350). This threshold was not exceeded in Royal Decree 1/2012 issued on 27 January 2012 temporarily suspends all economic incentives for the production of electricity from renewable sources in respect of projects not authorised at the date of issue of the decree as Spain has already exceeded the level of installed capacity set out in the plan issued by the Spanish page 15.

16 FALCK SpA Annual report for the year ended 31 December Directors report Government. This suspension will remain in force until a solution to the system s tariff deficit is found and a new renewable sources remuneration model is established. Pool price regime The majority of Spain s wind power is sold under the pool price regime. The Group s wind farms apply this regime. Remuneration under the 436/2004 Royal Decree is calculated as the sum of the negotiated market price plus premium, plus/minus a reactive power bonus, plus incentives, minus deviations. The negotiated market price is calculated either (i) by reference to the settlement of demand and supply and other procedures carried out by OMEL (the market operator) or (ii) by reference to the price negotiated between the parties when the sale is made though bilateral agreements or forward market trading ( venta a plazo ). The premium is set at 40% of the average or reference tariff, while the incentive is set at 10% of the average reference tariff. Pursuant to the 661/2007 Royal Decree, remuneration is calculated as the sum of the negotiated market price plus a premium of Euro c/kwh. The market price plus the premium cannot be greater than Euro c/kwh nor less than Euro c/kwh. Moreover, the remuneration also includes a reactive power bonus (calculated as a percentage of Euro c/kwh) in relation to the ability of the operator to control reactive power. The premium will be reviewed annually, taking into consideration the Consumer Price Index (published monthly and at the end of every year by the Instituto Nacional de Estadisctica) minus 0.25% until 2012 and minus 0.50% thereafter. New regulations introduced in 2013 The Real Decreto Ley 2/2013 (RDL 2/2013) introduced urgent measures in respect of the electricity sector that resulted in the review of the incentives tariffs established under RD 661/2007. More specifically, the renewable premium allowed under the variable tariff regime has been eliminated. The Group s plants had opted for this regime in This regime entitled the producer to sell electricity independently in the free market and receive an additional premium (Feed in Premium: FiP). Under the new decree, plants operating under the FiP are allowed to transfer to the feed-in tariff regime (Feed in Tariff: FiT), outlined in RD 661/2007, which does not allow the producer to sell to the market but instead assigns a fixed tariff for the market price of electricity plus a premium. Plants that choose to continue to apply the FiP cannot later elect to change this option as allowed previously. Commencing 2013, the Group s plants will transfer from the FiP to the fixed tariff FiT regime. The RDL 2/2013 also introduced changes to the fixed tariff adjustment index. France: regulatory framework in wind sector Law of 10 February 2000 regarding the upgrade and development of public services and electricity (and ensuing amendments under the Laws of 3 January 2003 and 15 July the French Electricity Law) and Decree of 10 May 2001, require Electricité de France ( EDF ) and local distributors to purchase electricity generated by producers of energy from renewable sources under a 15 year purchase agreement. Subsequent to the amendment of July 2005, the purchase obligation applies to wind farms located within the perimeter of a wind farm development area (zone de development de l éolien or ZDE). The conditions applicable to the purchase of electricity generated by renewable energy plants are set out in the Arrété of 17 November The Arrété specifies a fixed tariff regime (8.2 Euro c/kwh subject to indexation) for the first 10 years of generation, while the tariff for the last five years of the purchase contract is linked to the volume of energy produced in the first 10 year period. Low-wind sites (less than 2,400 hours of generation per year) will continue page 16.

17 FALCK SpA Annual report for the year ended 31 December Directors report to benefit from the same tariff for the full 15 year period, whereas middle and high-wind speed sites will see a decrease in the purchase tariff in the final five years of the contract. The tariff applicable to a specific wind farm is determined using a coefficient ( k index ) dependent on the year in which the EDF received the full application to enter into the electricity purchase agreement. The k index is reviewed annually in line with a specific formula defined in the Arrété. The tariff, subject to an annual index, is guaranteed for the 15 years following the start of operations. The Group s plants are located in low wind speed areas. An appeal was filed with the French Council of State in 2012 contesting the incentives laid down in the Arrété of 17 November 2008 regarding wind farm electricity generation. The appeal claims that the incentives constitute state aid and require the prior approval of the European Commission. The appeal is currently being reviewed by the European Court of Justice and this process is not expected to be finalised prior to the first half of In the event that the European Court of Justice rules the incentives to constitute state aid, the French Government will need to undertake a reform of the current incentives system Review of business in 2012 Falck The only significant event is the sale of an apartment in Rome in April that gave rise to a gain on sale of Euro 1,291 thousand. Renewable energy sector Two new German companies were incorporated in February 2012: Falck Renewables Gmbh und co. KG and Falck Renewables Verwaltungs Gmbh. The French company Parc Eolien d Illois Sarl was also incorporated in February Cushnie Wind Energy Ltd was liquidated on 30 March Falck Renewables SpA sold its entire shareholding in Actelios Etnea Srl, the holder of three photovoltaic projects that had not yet obtained authorisation, on 4 April A 52% interest in the Polish company Wysoka Wind Farm Sp. Z.o.o. was acquired on 26 April During the 2012 second quarter a further 4.49% was acquired in Eolica Cabezo San Roque, bringing ownership to 100%, while the investment in the French company Ty Ru Sas was transferred from Falck Energies Renouvelables Sas to Falck Renewables Gmbh und co. KG. The Petralia Sottana (22 MW) and Ty Ru (10 MW) wind farms were completed and entered into service in July The Falck Renewables SpA ordinary shareholders meeting of 22 October 2012 authorised the board of directors to purchase and dispose of its own shares up to a maximum of 5,828,277 ordinary Falck Renewables SpA shares, representing 2% of share capital. Own shares may be purchased for a period of 18 months commencing 22 October 2012, at a price per share of no less than 20% below and no more than 20% above the market price of Falck Renewables SpA shares registered with Borsa Italiana SpA in the previous trading session and in accordance with the procedures, terms and conditions that comply with market practice and current listing rules. This authorisation aims to provide Falck Renewables SpA with the power to intervene on the market to defend the liquidity and stability of its stock. Own shares may be used in investment transactions through share exchanges or joint venture and/or partnership transactions carried out in line with corporate strategy. page 17.

18 FALCK SpA Annual report for the year ended 31 December Directors report Own shares held amounted to 180,000 at 31 December 2012, corresponding to Euro 180,000 and 0.062% of share capital. The carrying value of Euro 171, is based on an average price per share of Euro The entire stakes in SE Kernebet Sas (100%) and Parc Eolien de Baud Sarl (75%) and 25% of the interest in Parc Eolien de Sainte Trephine Sarl were sold in November Other activities sector Falck Energy SpA chose not to participate in the share capital increase of Unicredit SpA in January and sold its pre-emptive rights for Euro 1,657 thousand. The Swiss company Falck Financial Services Sa, which was in liquidation, was removed from the companies register in February. The Luxembourg company, Falck Energy Iran Sa, which had been placed in voluntary liquidation in April 2012, was removed from the companies register in July. Sicily projects Events between The Group worked on three projects for the construction and management of integrated WtE plants which were to be located in Casteltermini (province of Agrigento) (the Platani Project ), Augusta (province of Syracuse) (the Tifeo Project ) and Bellolampo (province of Palermo) (the Palermo Project ), to be constructed by project companies belonging to the Group (together the Sicily Projects ). These projects commenced following the declaration of a state of emergency in the waste management sector in Sicily by the Italian Prime Minister in the Decree dated 22 January 1999, resulting in the appointment of a Commissioner to deal with the emergency on 31 May Subsequently the Government identified the possibility of treating the municipal waste generated in the territory of the Sicily Region using WtE technology, as this provided the opportunity to derive fuel from waste, improving the energy content of the residual fraction of waste by increasing the dry portion. Following publication of O.P.C.M. (Ordinance of the Prime Minister) 3190 of 22 March 2002, which approved, inter alia, the construction of WtE plants, the Commissioner published an invitation to enter into conventions with a maximum 20 year duration, for the utilisation of the residual fraction of municipal waste, net of recycled waste, generated in the territory of the Sicily Region pursuant to article 4 of O.P.C.M. 2983, (subsequently replaced by article 5 of Ordinance 3190/02), with industrial operators that were able to treat the residual fraction of waste and recover energy through its use in dedicated WtE plants or industrial plants under their ownership. At this time Elettroambiente SpA (Elettroambiente), formerly part of the Enel group, together with other local and non-local companies, formed a temporary business association (ATI), for which it acted as lead agent, with the purpose of bidding for public tenders. Enel Produzione SpA (Enel) was also a member of this ATI as it provided the financial resources that the other members lacked. In August 2002, the Falck Group joined a group, with Elettroambiente acting as lead agent, to submit a bid in relation to the above tender for the treatment of waste through WtE for municipalities in the Palermo area. Subsequently, Elettroambiente and Enel left the group in respect of the Palermo area and Falck SpA took over as lead agent. Under the new directive, the Commissioner published calls for tenders on 9 August 2002 that were awarded on 2 May 2003; in the same month the members of the ATI formed the special-purpose entities Palermo Energia Ambiente ScpA (Pea), Platani Energia Ambiente ScpA (Platani) and Tifeo Energia Ambiente ScpA (Tifeo) (hereinafter, the Industrial Operators ). page 18.

19 FALCK SpA Annual report for the year ended 31 December Directors report On 17 June 2003 each of these project companies executed a 20 year convention with the President of the Sicily Region (then the Commissioner appointed by the Italian government to tackle the emergency waste situation), to utilise the residual fraction of municipal waste, net of recycling, generated in the municipalities of the Sicily Region as per article 4 of O.P.C.M. 2983, replaced by article 5 of Ordinance 3190/02. Also in 2003, Enel entered into an agreement with Italgest Energia SpA (Italgest) for the sale of Elettroambiente (the holding company of Platani and Tifeo), and further to this Falck and Italgest executed an agreement on 5 August 2003 for the sale of Elettroambiente to Actelios SpA (now Falck Renewables SpA). This provides a brief outline of how the Company came to operate in Sicily from 2003 through the three project companies, Pea (48 % stake), Platani (previously an 85.73% stake increased to 86.77% from 13 June 2011, held through Elettroambiente and subject to direction and coordination activities by the Company) and Tifeo (previously a 95.62% stake increased to 96.35% from 13 June 2011, held through Elettroambiente and subject to direction and coordination activities by the Company), which were incorporated to construct and operate the Integrated Systems for waste management in Sicily after recycling. The salient points of the Conventions included the information contained in a number of annexes summarising the key financial data and the 20 year business plan that supported the financial viability of the Sicily Projects. These annexes expressly envisaged that the Industrial Operators would benefit from the incentives linked to the production of energy from renewable and comparable sources recognised by Law 9 of 9 January In the period between late 2004 and early 2006, the Industrial Operators received all of the authorisations relating to the construction and operation of the plants comprised in the integrated systems and those relating to emissions to the atmosphere, with work commencing officially in July A series of unforeseeable events that were beyond the control of the Industrial Operators had a significant impact on the timing of construction work on the WtE plants and on the financial terms of the Sicily Projects and as a consequence on the realisation of the Sicily Projects themselves. For example, in February 2007 the Industrial Operators were notified of a Joint Ministry Decree suspending the authorisations following which work was suspended (appeals to the Regional Administrative Court (TAR) in Lazio and the ruling issued by the Council of State resulted in cancellation of the suspension decree); the 2007 Finance Act introduced significant changes to existing legislation creating uncertainty regarding the continued application of the CIP/6 incentives (it was only at the end of 2008 that the TAR in Lazio ruled on the appeals made by the Industrial Operators and declared illegitimate the silence of the Ministry for Economic Development in relation to the statements filed by the plaintiffs against the ministry decree on article 1, paragraphs 1117 and 1118 of Law 296/2006 relating to the right to be awarded the incentives under CIP 6/1992). The above events prevented the execution of the project financing contracts essential to the construction of the plants. In a letter dated 21 March 2008 the Regional Department for Waste and Water (ARRA) notified the Industrial Operators that the European Court of Justice had previously passed judgment on 18 July 2007 (case C-382/05) whereby it found that the Italian Republic had failed to fulfil its publicity obligations regarding tenders as the Court regarded the Conventions as public service contracts rather than service concessions. The above-mentioned letters communicated that in order to comply with this judgment a new call for tenders would be made in order to award the service. ARRA invited the Industrial Operators to continue carrying out work despite this situation. The requirement to implement the measures established in the judgment passed by the European Court of Justice gave rise to a long and complex negotiation process between the parties in order to identify the appropriate methods and conditions required to reach a mutual solution to the Conventions. These negotiations lasted almost a year and were finalised on 28 April 2009 with the execution of an agreement (the Agreement) between ARRA and each of the Industrial Operators and the respective shareholders. More precisely it was established that: (i) in the event that no bids were submitted in relation to the new tender, the Industrial Operators would be required to take part in a negotiated procedure, on condition that these procedures were carried out based on tariffs and operating conditions in line with those stipulated in the New Call for Tenders, provided that the financial viability of the current project was preserved ; (ii) in any event the Industrial Operators and their shareholders would assign ownership of the Sicily Projects, the authorisations, page 19.

20 FALCK SpA Annual report for the year ended 31 December Directors report sites and work carried out by the Industrial Operators and the shareholders against compensation for costs incurred to be certified by an independent advisor. Calls for tenders were issued the following day (no bids were submitted) and on 23 July 2009 ARRA called for a negotiated procedure applying the same terms as those of the call for tenders using open procedures, also inviting the Industrial Operators. The Industrial Operators notified ARRA that they were available to attend a meeting however, at the same time brought to the attention of ARRA the fact that the basis for the negotiated procedure did not allow the financial terms of the Conventions to be met as required by the Agreement: this was supported by an independent expert opinion (professor Mario Massari of Bocconi University in Milan). No bids were submitted in relation to the negotiated procedure and on 11 September 2009 ARRA, without replying to the numerous requests to arrange a meeting, unilaterally terminated both the Conventions of June 2003 and the Agreements of April 2009, claiming that the Industrial Operators had breached their obligations. In October 2009 ARRA requested the insurers Zurich SpA to enforce the guarantees issued by the latter as security for the performance of the Industrial Operators obligations established under the Convention. On 15 October 2009 the Industrial Operators served summons against ARRA and Zurich SpA before the Civil Court in Milan asking the court to (i) ascertain and declare that the execution of the guarantees was illegal; (ii) ascertain and declare that the Industrial Operators had not defaulted on the obligations under the Convention and the Agreement; (iii) ascertain and declare ARRA s breach of its obligations under the Agreement; and (iv) order ARRA to comply with the Agreements, pay all costs incurred as certified by the independent advisor and compensate the Industrial Operators for all damages already suffered and that would be suffered by them in future. This action was brought both by the Industrial Operators and the shareholders Falck Renewables SpA (for Pea), Falck SpA (for Pea), and Elettroambiente (for Tifeo and Platani). Amia SpA, a shareholder of Pea and Platani, subsequently intervened in the proceedings of the latter, requesting admission of the claims filed under the proceedings by the plaintiffs. Moreover, the Industrial Operators filed an appeal against ARRA before the TAR in Palermo asking the court to cancel the act which resulted in termination of the Agreement and the Conventions, and to order ARRA to compensate the operators for all damages already suffered and that would be suffered in future. At the end of 2009 ARRA extended the authorisations relating to the construction and operation of the individual plants that constituted the Integrated Systems by a further 5 years. On 18 January 2010 the Civil Court in Milan admitted the urgent appeal filed by the Industrial Operators pursuant to art. 700 of the code of civil procedure (c.p.c.), prohibiting ARRA from enforcing the guarantees. With regard to the subject matter of the ruling, the judge, albeit as a summary judgment, established that the breach by the Industrial Operators assumed by ARRA as the basis for its decision to terminate the Conventions and the Agreements was prima facie contradicted by ARRA in its declaration restated in the Agreements. The Sicily Region s Department for Energy and Public Utilities (replacing ARRA ex lege from 31 December 2009 the Department ) did not appeal against the interim orders issued by the Civil Court in Milan. On 16 February 2010 the Department joined the proceedings brought by the Industrial Operators before the Civil Court in Milan, seeking the rejection of the measures sought by the Industrial Operators (and their shareholders), and asking the court to order the Industrial Operators to compensate the Regional Administration for the damages that it had allegedly suffered as a result of the alleged breach of the Conventions (quantified as follows: Tifeo, Euro 36,656,997.65; Platani, Euro 12,898,471.19; Pea, Euro 60,685,999.31). Zurich also joined the proceedings, requesting that ARRA s petition to enforce the guarantee policies be rejected. The Industrial Operators filed a first defence brief under article 183, paragraph 6 on 8 April A second brief was filed on 8 May 2010, whereby, after informing the court of the approval by the Council of the Sicily Region of Law 9 of 8 April 2010 (the New Regional Law ) relating to the reorganisation of the page 20.

21 FALCK SpA Annual report for the year ended 31 December Directors report waste management system in Sicily, the Industrial Operators redefined their claims, at the same time requesting the intervention of a technical expert in relation to, among other things: 1) the differences in technical and/or financial requirements between the original invitations to tender and those of 29 April 2009 with quantification of the financial consequences of the differences; 2) compliance with the financial viability requirement of the original projects under the Conventions; 3) the amount of the Industrial Operators return (representing their loss of profit) in the event that ARRA had fulfilled its obligations under the Agreement; 4) the amount of compensation owed to the Industrial Operators under the Conventions. Having acknowledged in the second brief the approval of the New Regional Law and the impossibility of proceeding with the construction of the WtE plants, the Industrial Operators filed a third brief on 28 May 2010 in which a detailed analysis of the impact on the Sicily Projects of the New Regional Law was provided based on an independent expert opinion. This opinion clearly demonstrated the radical changes implemented by the Regional Administration in relation to the entire strategy surrounding waste management and treatment in the municipalities of the Sicily Region. Given the Department s final and irrevocable decision no longer to proceed with the Sicily Projects in accordance with the Conventions, confirmed by the introduction of the New Regional Law and the proceedings initiated on 18 May 2010 pursuant to article 7 of Law 241/1990 (see paragraph below), the Industrial Operators were forced to modify, before the Court in Milan, pursuant to article 1453, second paragraph of the Italian Civil Code, their petition for specific performance of contract presented in the original summons to a claim for termination of the Agreement due to the actions and default of the Department. The Industrial Operators therefore sought compensation for damages suffered in respect of both pecuniary loss (quantified as follows: Tifeo, Euro 55,745,013; Platani, Euro 37,676,745; Pea, Euro 49,555,742 of which the Group share is Euro 23,786,756) and loss of profit (quantified as follows: Tifeo, Euro 94,100,000; Platani, Euro 47,800,000; Pea, Euro 88,800,000 of which the Group share is Euro 42,624,000). Pecuniary losses correspond to the costs incurred on the projects while loss of profit represents the financial return that the Industrial Operators would have earned in the event that ARRA had fulfilled the obligations defined in the Agreement. In the hearings that took place on 15 July 2010, the modification of the claim from specific performance brought by the companies in the summons previously filed, to a claim for termination of the Agreement due to the actions and default of ARRA was acknowledged by the Civil Court of Milan, specifying also that subsequent to this modification that the joinder of all parties to the Agreement would be necessary. On this basis, the plaintiffs asked the judge to postpone the hearing and set a limit for the joinder of all parties, requesting, in any event, admission of the claims and preliminary motions brought forward. The public prosecutor objected to this request and asked for the intervention of an expert witness in order to assess the damages sustained by the Department. The Court adjourned the hearing to 24 February 2011 and, acknowledging the company s request, ordered the shareholders of Tifeo, Platani and Pea, signatories of the Agreement of 28 April 2009, to be joined to the proceedings. The boards of directors of Tifeo and Platani on 3 August 2010 and the shareholders of Pea on 23 September approved the voluntary liquidation of the companies, which was not considered to impact the above court proceedings. As already notified to the public on 12 May 2010, all of the documentation in respect of the invitation to tender in 2002 was provided to the Italian Finance Police in relation to a tax investigation involving undisclosed parties. On 24 February 2011 the Court confirmed the validity of the notices served against the named third parties and awarded the parties the time limits to submit statements pursuant to article 183, paragraph six, c.p.c.. The case was adjourned and proceedings will continue in the hearing scheduled to take place on 23 November page 21.

22 FALCK SpA Annual report for the year ended 31 December Directors report The shareholders meetings of 6 April 2011 approved the transfer of the registered offices of Palermo Energia Ambiente ScpA, Platani Energia Ambiente ScpA and Tifeo Energia Ambiente ScpA from Palermo to Sesto San Giovanni. On 14 July 2011, the Sicily Project companies were notified of Decree 548 of 22 September 2010 (the Decree ) pursuant to which, inter alia, the said 2002 bids were declared non-responsive and all subsequent acts and measures adopted to implement the said procedures were cancelled in self-defence. This is in light of, among other things, the i) alleged intersezione soggettiva between a number of the associated companies, ii) the alleged absence of any geographical overlap in the responses to the tender and iii) the outcome in 2005 regarding the infiltration of organised crime in the groups that participated in the bid, and iv) the rulings issued by the European Court of Justice on 18 July An objection against the Decree was served on 3 October 2011, through notification of an appeal for additional grounds in the proceedings pending before the TAR in Palermo. The nature of the challenges raised stem from the arguments already put forward by the Industrial Operators in the statements presented on 17 June 2010 in response to the notice of proceedings pursuant to articles 7 and ff. of Law 241/1990 initiated by the Sicily Region on 18 May 2010 that culminated with the issue of the Decree more than one year after presentation of the above counterclaims, in order to contest each aspect of the entire notified Decree, on the grounds of speciousness, contradiction with previous acts, including the suspension decree challenged in the originating application of November 2009, and illogicality, further breach of the legitimate award to the Industrial Operator, serious flaws in the statements and finally misdirection. Events that took place in 2012 regarding Palermo Energia Ambiente ScpA At the date of preparation of the 2012 consolidated financial statements, the first (2010) and second (2011) interim liquidation accounts of Palermo Energia Ambiente ScpA had not been approved. Pea is one of the Sicily Project companies (Bellolampo-Palermo) currently in liquidation, in which the Company has a direct % interest and a % indirect stake through Falck Renewables SpA that was consolidated applying the proportional method up to the 2010 financial statements. This is due to a dispute with the shareholder Amia S.p.A. ( Amia ), which holds a 48% interest in Pea and is currently in extraordinary administration. Consequently, as already disclosed at 31 December 2011, as joint control may not be exercised over Pea this resulted in its exclusion from the 2011 scope of consolidation. Consequently, from 2011 the Sicily Projects cash generating unit no longer include the Palermo WtE plant but only those of Casteltermini (Platani) and Augusta (Tifeo). In the event that an agreement cannot be reached with Amia regarding approval of Pea s liquidation accounts, as three years have passed without success, it is probable the company will be dissolved pursuant to article 2490 of the Italian Civil Code. Furthermore, on 6 and 8 March 2012 respectively, the liquidators of Pea received notification of the bankruptcy proceedings filed by the Public Prosecutor with the Court of Palermo on 28 December The Court of Palermo acknowledged the objection on 14 June 2012 regarding jurisdiction filed by Pea stating that it was not able to rule on the bankruptcy petition and transferred the case to the Court in Monza. In order to best represent Pea s and its shareholders claims against the Sicily Regional Authorities, Falck Renewables SpA and Falck SpA, which together hold a 48% interest in Pea, signed an agreement with Pea in March 2012 whereby they agree to defer the receivables (both trade and financial) to allow payment of other creditors and waive the same receivables in the event that following liquidation Pea does not have sufficient financial resources to pay the amounts in full. Also under this agreement, the shareholders Falck Renewables SpA and Falck SpA undertake to provide Pea with the funds required to settle certain creditors. A provision of Euro 2,937 thousand was included in the sundry risks provision in the 2011 consolidated financial statements in order to reflect this commitment. Pea s other shareholders entered into separate agreements regarding the settlement of receivables with Pea. page 22.

23 FALCK SpA Annual report for the year ended 31 December Directors report In light of this situation, which only involves Pea, for the purpose of the 2011 consolidation financial statements the Falck Group carried out a valuation of the amounts arising after deconsolidation of Pea that resulted in recognition of impairment losses, given the risk of dissolution of the company, against the carrying value of the investment in Pea and all receivables (trade and financial) due from it. 1 These amounts have been updated for the purpose of preparing the 2012 financial statements, consequently the 2012 consolidated profit comprises a write-off of Euro 638 thousand against trade and financial receivables due to the Falck Group by Pea and an increase of Euro 5,335 thousand in the sundry risks provision. The total impact on profit for the period of the commitments undertaken and guarantees issued on 29 November 2012, further detailed below, is Euro 5,973 thousand. In light of the guarantees issued by the shareholders Falck SpA and Falck Renewables SpA, on 29 November 2012, the Court in Monza dismissed the request for bankruptcy and closed the proceedings. Events that took place in 2012 regarding litigation pending with the Department of the Sicily Region With regard to the ordinary proceedings before the Civil Court in Milan involving members of the Falck Group, in the ruling issued on 18 January 2012 reversing the stance taken during the hearing of 13 January 2012 the Court, inter alia: - declared that the plea of lack of territorial jurisdiction brought forward by the Department be reviewed together with the ruling on the merits as the plea is not considered all-encompassing (i.e. the cases remain before the Civil Court in Milan); - Approved filing of the Decree and authorised the plaintiffs and other parties to the action to submit relevant and/or consequential documents; - Awarded the Department time to prepare its closing statements and the plaintiffs and other parties to the action time to reply and prepare closing statements; - Adjourned the disputes to the hearing scheduled for 14 June In the hearing that took place on 14 June 2012 the Court reserved judgement on the claims filed by the parties (i.e. request for pronouncement of inadmissibility of the proceedings on the grounds of intervening loss of the plaintiffs right of action, the suspension pursuant to article 295 c.p.c. of the proceedings pending ruling on the administrative proceedings relating to the injunction of Decree 548, technical consultant s opinion, etc.). In the ruling made on 20 July 2012 the Court of Milan suspended the civil proceedings pursuant to article 295 of the c.p.c. until sentencing has been made in respect of the administrative proceedings filed by the Falck Group with the TAR in Palermo. In particular, under the above ruling the Court of Milan deemed it necessary to suspend proceedings pursuant to article 295 of the c.p.c. to avoid, given the overlap between the case before the Ordinary and Administrative Judges regarding the same merits of illegitimacy of the Decree, conflict in sentencing with regard to the claim for damages filed by the plaintiffs. An objection against these rulings was brought before the Joint Divisions of the Italian Supreme Court by the Falck Group companies on 23 September 2012 with recourse to rule on the applicable jurisdiction pursuant to articles 41 and 42 of the c.p.c (the First Recourse) whereby it requested that the Supreme Court (i) withdraw and in any event amend the suspension rulings issued by the Court in Milan and (ii) declare the exclusive jurisdiction of the ordinary courts. Zurich lodged a counterclaim (on 6 November 2012), in which it adopted the same conclusions as the Falck Group companies and the Department (on 5 November 2012), requesting dismissal of the recourses before the Supreme Court. The discussion hearing in council chambers before the Joint Divisions of the Supreme Court is scheduled for 14 May With regard to the settlement of damages, an award for loss of profit under the administrative proceedings is considered unlikely given recent case law on this subject that considers the only damages payable to be pecuniary losses. 1 Further details may be found in the 2011 Annual Report. page 23.

24 FALCK SpA Annual report for the year ended 31 December Directors report Following the ruling suspending the Civil Proceedings, challenged in the First Recourse, there will be delays in reaching a temporary enforceable ruling under the civil action. Events that took place after 31 December 2012 relating to the Sicily Projects Having acknowledged, as part of the First Recourse, the concurring conclusions of the Public Prosecutor of the Supreme Court, who confirmed the ordinary court jurisdiction, stating that the matter wrongly considered to be preliminary does in fact relate to the solution of a potential conflict regarding the choice of jurisdiction, the Falck Group, in order to protect unequivocally their positions, filed a separate jurisdiction claim with the Palermo TAR pursuant to article 41 (the Second Recourse) in relation to pending administrative claims. The Second Recourse, notified on 26 April 2013, was made in order to clarify conclusively the competent court of jurisdiction; this is also to avoid the possible annulment of any ruling made by a court that is later declared incompetent. Following the hearing that took place on 7 May 2013, the Judiciary Board of the Palermo TAR filed its rulings on 10 May 2013 that declared the Second Recourse groundless, the inadmissibility of the preliminary claims, dismissed the appeal for additional grounds brought by the Falck Group companies against Decree 548/2010 (that is therefore upheld) that declared, among other things, the 2002 tenders (to assign the conventions for the integrated systems) as non-responsive and all subsequent acts and measures adopted to implement the procedures were cancelled in self-defence. Following publication, these rulings will be challenged before the Sicily Region s Administrative Justice Council. With regard to the First Recourse, on 28 May 2013, the Joint Divisions of the Supreme Court acknowledged the objections filed by the Group companies against the rulings in which the Court in Milan had suspended proceedings pending the outcome of the proceedings before the Sicily Regional Administrative Court. More specifically, the Supreme Court revoked the suspension rulings and ordered proceedings to continue before the Court in Milan. With regard to the market announcement of 12 May 2010 informing that documentation relating to the public tender in 2002 for the Sicily Projects had been seized by the Italian Finance Police as part of an investigation involving undisclosed parties, company management was called by the Finance Police, by order of the Palermo public prosecutor, to provide preliminary information. Following this request, on the proposal of the Chief Executive Officer of Falck Renewables SpA and the Chief Financial Officer and the Corporate Accounting Documents Officer, on 28 February 2013 the board of directors of Falck Renewables SpA decided to postpone approval of the 2012 Annual Report in order to investigate this matter that took place prior to the appointment of the current management team, commencing with the public tender process in 2002 to award the Conventions for the integrated systems of waste treatment and electricity production in Sicily that culminated in (i) civil proceedings with the Sicily Region, suspended pending ruling by the Supreme Court, (ii) administrative proceedings before the Palermo TAR and (iii) the above-mentioned magistrates investigation into the above tender for the construction of integrated waste management systems in Sicily. Subsequently the liquidators of Tifeo, Platani and Pea (in liquidation), the Chief Executive Officer of Elettroambiente and the Falck SpA board of directors were informed who then also decided to postpone filing of the interim liquidation accounts and the financial statements in the case of Elettroambiente and Falck SpA, in order to investigate the above matter further and ensure that all parties involved receive an objective assessment of the situation in the light of recent matters. The investigation was carried out with the help of an independent specialist (Advisor) who prepared a report outlining the findings (Report) to the relevant corporate bodies and the legal advisors involved in the Sicily litigation. On the basis of the analyses performed, the legal advisors agree that the information contained in the tender documentation and on the Sicily Projects in general (from ) that was reviewed as part of the internal investigation carried out by the Advisor (as documented in the Report) further the complexity and uncertainty surrounding the dispute between Tifeo, Platani and Pea (as well as Falck SpA, Falck Renewables SpA and page 24.

25 FALCK SpA Annual report for the year ended 31 December Directors report Elettroambiente) on one side and the Sicily Region on the other. Recent events have altered the risk profile of the companies involved in the litigation that no longer supports the conclusions drawn in the opinions issued on 25 February 2010, 22 July 2010, 20 February 2012 and 26 July 2012, and more generally does not allow a reliable estimate of the outcome and duration of the dispute, which will in any case be considerably longer than originally estimated. Given the outcome of the investigation and independent legal opinion, the liquidators of Tifeo and Platani (in liquidation) notified their intention, for the purpose of preparing the interim liquidation accounts that are still outstanding at today s date, to write-down non-current assets comprising land, assets under construction in respect of the WtE projects and a guarantee deposit through a charge to the sundry risks provision that will be classified in the financial statements as write-down of non-current assets. The directors of Falck Renewables SpA and subsequently Falck SpA agreed with the liquidators decision and adjusted the consolidated financial statements of Falck Renewables SpA and Falck SpA to recognise an impairment loss of Euro 29,297 thousand against the total goodwill of the Tifeo and Platani projects and Euro 444 thousand on land owned by Tifeo. These losses are in addition to the above charge to the sundry risks provision for the write-down of non-current assets that amounts to Euro 70,946 thousand in the consolidated financial statements and comprises write-downs of: Euro 65,192 thousand on non-current assets under construction; a write-down of Euro 5,198 thousand on land and a write-down of Euro 556 thousand on noncurrent guarantee deposits. Assets under construction and guarantee deposits were written off in full while land was written down to Euro 1,772 thousand representing the recoverable amount. With regard to Palermo Energia Ambiente ScpA (in liquidation), the existing sundry risks provision was increased by Euro 5,335 thousand, trade and financial receivables due to the Group were written down by Euro 638 thousand and other minor write-downs totalled Euro 140 thousand. The total impact of the above negative adjustments on consolidated profit before income tax is Euro 106,800 thousand, while the impact on consolidated profit for the year is Euro 108,440 thousand. Deferred tax assets were not recorded in the consolidated financial statements in respect of the charge to the sundry risks provision for write-down of non-current assets as they would only be recoverable (i) as part of the Group consolidated taxation regime, (ii) where the Group has sufficient taxable income and (iii) when the conditions arise that result in the asset becoming deductible, in this case once the disputes have been settled, which is not foreseeable at present given the complexity of these cases, at least not within the timeframe of the parent company s business plan. With regard to the Falck SpA s separate financial statements, the directors decided to recognise an impairment loss on the trade receivables due from Tifeo and Platani, financial receivables due from Pea and make a charge to the sundry risks provision in respect of Pea for a total Euro 3,791 thousand. Legal proceedings against the Sicily Region will continue in order to uphold the Group s rights and motives (and secure settlement of both pecuniary damages and loss of profits) and provide defence against the claims made by the Department Falck Group operating and financial review The Group consolidated income statement shows a loss of Euro 93,845 thousand compared to the previous year loss of Euro 21,583 thousand. Despite the outstanding performance of plants in service and the contribution of new wind farms coming on stream that were not in service in 2011, the 2012 results were heavily impacted by the impairment loss recognised against goodwill (Euro 29,297 thousand), the write-down against assets (Euro 70,946 thousand) and the impairment loss recognised on land (Euro 444 thousand) and other minor amounts totalling Euro 140 thousand relating to the Sicily Projects in Casteltermini (Platani) and Augusta (Tifeo) and, with regard to Pea, the charge of Euro 5,335 thousand to the sundry risks provision and the write-down of trade and financial page 25.

26 FALCK SpA Annual report for the year ended 31 December Directors report receivables due to the Group by Pea for Euro 638 thousand that have been involved in disputes with the Sicily Region since 2009; further details are disclosed in the Sicily projects (integrated projects for the management and WtE treatment of waste in Sicily) note. The result was also negatively affected by the impairment losses recognised subject to the impairment tests carried out on intangible assets (Euro 3,761 thousand) and property, plant and equipment (Euro 3,929 thousand) and the write-down of Euro 5,861 thousand on investments, principally relating to Unicredit for Euro 5,564 thousand and the charge to the sundry risks provision to cover the liquidation expenses of Falck Bioenergy Thailand for Euro 110 thousand. The total of the above write-downs, adjustments and charges to the sundry risks provision, net of the tax effect, amounts to Euro 120,461 thousand. The consolidated financial highlights are as follows: Revenue 274, ,864 Cost of sales (183,337) (127,149) Gross profit 91, ,715 Operating profit (23,125) 64,647 EBITDA 159, ,095 Loss for the year (93,845) (21,583) Loss for the year attributable to owners of the parent (56,347) (31,543) Invested capital net of provisions 1,206,102 1,304,562 Total equity 238, ,147 Net financial position - indebtedness 967, ,415 of which non-recourse financing 775, ,680 Capital expenditure 58, ,529 Employees at year-end (no.) Ordinary shares (no.) 72,793,163 72,793,163 Revenue increased by Euro 25,739 thousand, which is largely attributable to new wind farms coming on stream. Gross profit fell by Euro 30,449 thousand and corresponded to 33.2% of revenue ( %). Revenue by sector may be analysed as follows: Change Falck SpA Renewable energy 274, ,650 25,953 Other activities (150) 275, ,363 26,057 Elimination of intercompany revenue (817) (499) (318) Total 274, ,864 25,739 Operating profit also fell by Euro 87,772 thousand compared to The operating result was also significantly affected by the adjustments, write-downs and provisions relating to the Sicily Projects and Pea amounting to Euro 106,202 thousand in total and the impairment losses recognised following impairment testing on intangible assets and property, plant and equipment amounting to Euro 7,690 thousand. The operating result net of the above adjustments totalling Euro 113,892 thousand would have been a profit of Euro 90,767 thousand, corresponding to 33.1% of revenue. The operating result was also negatively affected by the charge of Euro 5,983 thousand to the sundry risks provision that was made following publication of the Ministry of Economic Development Decree of page 26.

27 FALCK SpA Annual report for the year ended 31 December Directors report regarding the above-mentioned «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92». Under this Decree, the Group companies that operate or operated under the CIP 6/92 tariff regime will suffer a fall in revenue from December 2012 and negative adjustments in respect of electricity sold in 2010 and The companies concerned, Prima Srl, Ecosesto SpA and Frullo Energia Ambiente Srl have lodged appeals with the Lazio Regional Administrative Court. The charge of Euro 5,983 thousand was made to the sundry risks provision pending outcome of the appeal. The income statement below illustrates the impact on the results of the adjustments carried out during 2012 in respect of the Sicily Projects; Tifeo, Platani and Pea: pre Sicily post Sicily adjustments adjustments Sicily adjustments A Revenue 274, ,603 Cost of sales (8,171) (8,171) Direct costs (145,869) (29,297) (175,166) B Total cost of sales (154,040) (29,297) (183,337) C Gross profit 120,563 (29,297) 91,266 Other income 4,349 4,349 Other employee costs (13,480) (13,480) Administrative expenses (28,355) (5,959) (34,314) Write-down of non-current assets 0 (70,946) (70,946) D Operating profit/(loss) 83,077 (106,202) (23,125) Finance costs- net (53,729) (598) (54,327) Investment costs - net (1,312) (1,312) E Profit/(loss) before income tax 28,036 (106,800) (78,764) Income tax expense (13,441) (1,640) (15,081) F Profit/(loss) for the year 14,595 (108,440) (93,845) G Profit/(loss) attributable to non-controlling interests 8,641 (46,139) (37,498) H Profit/(loss) attributable to owners of the parent 5,954 (62,301) (56,347) EBITDA has been adopted as a summary performance indicator for the core business and is determined by the Falck Group as profit for the year before investment income/(costs), finance costs net, amortisation and depreciation, impairment losses, charges to risk provisions and income tax expense. This amount has been calculated in line with best market practice taking into consideration the latest project financing contracts entered into by the Group. This definition was applied retroactively to calculate EBITDA for previous years. EBITDA in 2012 amounted to Euro 159,533 thousand (2011 Euro 137,095 thousand) and equalled 58.1% ( %) when expressed as a percentage of revenue. An analysis by business sector is as follows: page 27.

28 FALCK SpA Annual report for the year ended 31 December Directors report Change Falck SpA 1,962 (2,229) 4,191 Renewable energy 157, ,452 16,500 Other activities (381) (858) , ,365 21,168 Consolidation adjustments (1,270) 1,270 Total 159, ,095 22,438 Operating profit by business sector may be analysed as follows: Change Falck SpA (1,699) (15,674) 13,975 Renewable energy (20,398) 82,084 (102,482) Other activities (3,419) (1,163) (2,256) (25,516) 65,247 (90,763) Consolidation adjustments 2,391 (600) 2,991 Total (23,125) 64,647 (87,772) The total loss for the year amounted to Euro 93,845 thousand and may be analysed by sector as follows: Change Falck SpA (58) (30,064) 30,006 Renewable energy (84,458) 25,150 (109,608) Other activities (8,241) (13,526) 5,285 (92,757) (18,440) (74,317) Consolidation adjustments (1,088) (3,143) 2,055 Total (93,845) (21,583) (72,262) The Group s consolidated income tax expense increased by Euro 837 thousand on 2011 to Euro 15,081 thousand due to the increase in taxable income. Electricity producers with more than Euro 10 million of revenue and Euro 1 million of taxable income are subject to additional IRES (corporation tax) of 10.5% for , following which the additional tax will fall to 6.5%. This heading includes a repayment of Euro 1,710 thousand from Equitalia relating to the settlement of a dispute with the Italian tax authorities in the Company s favour (refer to the note on page 35). The Group companies affected by the additional tax in 2012 were: Prima Srl, Frullo Energia Ambiente Srl, Eolica Sud Srl, Eolo 3W Minervino Murge Srl, Ecosesto SpA and Geopower Sardegna Srl. Moreover, with regard to the taxation of the UK subsidiaries, this had a positive impact on the charge for the year largely due to the fall in the tax rate (26.5% to 23%). Deferred income tax assets have not been recognised on the charges made to the sundry risks provision in respect of the Sicily Projects as they would only be recoverable (i) as part of the Group consolidated tax regime, (ii) against sufficient Group taxable income and (iii) once the conditions allowing their deductibility are realised, namely once the legal disputes have been settled, which is not foreseeable at present given the complexity surrounding these cases, at least not within the timeframe of the parent company s business plan. page 28.

29 FALCK SpA Annual report for the year ended 31 December Directors report The net financial position, net of the fair value of derivatives 2 was a net indebtedness of Euro 878,685 thousand, a decrease on the balance of Euro 890,739 thousand at 31 December The lower net indebtedness is principally due to cash flow generated by plants in service that has been partially offset by capital expenditure of Euro 58,275 thousand that helped increase the Group s production capacity from 684 MW in 2011 to 716 MW at the end of Capital expenditure of Euro 58,275 thousand was largely incurred in the Renewables energy sector and reflects the Group s financial commitment in relation to wind farms and improvements to plants in service. Expenditure in the period principally comprised Euro 17,262 thousand on the construction of the Nutberry wind farm, Euro 8,857 thousand on the construction of the Petralia Sottana wind farm, Euro 10,717 thousand on the construction of the Ty Ru wind farm, a total of Euro 8,751 thousand on the construction of the Spaldington and West Browncastle wind farms and Euro 8,926 thousand for completion of the Buddusò-Alà dei Sardi wind farm. Further expenditure was incurred on the WtE plants of Prima Srl and Frullo Energia Ambiente Srl for Euro 1,243 thousand and Euro 1,167 thousand respectively, and the Ecosesta SpA biomass plant for Euro 1,167 thousand. Expenditure on the Kingsburn plant amounted to Euro 163 thousand and a total of Euro 393 thousand was incurred for minor work on plants in service with a further Euro 210 thousand on intangible assets largely consisting of software. Capital expenditure on property, plant and equipment by sector was as follows: Change Falck SpA 7 (7) Renewable energy 58, ,281 (119,219) Other activities 3 25 (22) Total 58, ,313 (119,248) Capital expenditure on intangible assets by business sector was as follows: Change Falck SpA 0 Renewable energy (6) Other activities 0 Total (6) 2 The net financial position including the fair value of derivatives amounted to Euro 967,786 thousand at 31 December 2012 ( Euro 953,415 thousand). The overall net indebtedness represents the sum of cash and cash equivalents, current financial assets including available for sale securities, financial liabilities, the fair value of financial hedging instruments and other non-current financial assets. page 29.

30 FALCK SpA Annual report for the year ended 31 December Directors report Performance of business sectors This note provides the key financial highlights, together with a brief commentary, of the two sectors (Renewable energy and Other activities) and those relating to Falck SpA (hereinafter Falck or the Company ), which together represent the Group. Renewable energy sector The key financial highlights of this sector may be summarised as follows: Revenue 274, ,650 Cost of sales (182,999) (127,449) Gross profit 91, ,201 Operating profit (20,398) 82,084 EBITDA 157, ,452 (Loss)/profit for the year (84,458) 25,150 (Loss)/profit for the year attributable to owners of the parent (78,602) 22,914 Invested capital net of provisions 1,187,540 1,281,081 Total equity 344, ,965 Net financial position - indebtedness 842, ,116 of which non-recourse financing 775, ,680 Capital expenditure 58, ,527 Employees at year-end (no.) This sector focuses on the production of electricity from renewable sources. In particular, the strategy is developed through the management of operating power plants, putting into operation plants in the start-up phase and the development of new projects, either directly or through joint ventures, with leading industrial enterprises. Revenue amounted to Euro 274,603 thousand, representing a 10.4% increase compared to the previous year due to new wind farms coming on stream. Gross profit, which amounted to Euro 90,595 thousand, fell by Euro 29,597 thousand compared to 2011 as it was negatively impacted by impairment losses of Euro 33,852 thousand recognised on intangible assets and Euro 2,944 thousand on property, plant and equipment. Gross profit expressed as a percentage of revenue amounted to 33.4% ( %). Excluding the above impairment losses gross profit would have amounted to Euro 127,391 thousand and 46.4% of revenue. Further to the amounts relating to the Sicily Projects (Euro 29,297 thousand), following the impairment tests carried out on other goodwill and property, plant and equipment a number of indicators arose that led to losses being recognised on the intangible assets of Eolica Petralia Srl for Euro 2,237 thousand, on the goodwill of Prima Srl for Euro 1,009 thousand (this is reversed in the Group s consolidated financial statements), on the concessions of Esposito Servizi Ecologici Srl for Euro 1,150 thousand, in addition to a number of minor writedowns totalling Euro 159 thousand. With regard to property, plant and equipment, impairment losses of Euro 2,449 thousand were recorded on the Rende biomass plant, Euro 443 thousand on the Trezzo sull Adda WtE plant and other minor amounts to the sum of Euro 52 thousand. EBITDA amounted to Euro 157,952 thousand, representing a significant increase of Euro 16,500 thousand compared to 2011 and corresponding to 57.5% of revenue ( %) and 11.4% growth. The operating result, a loss of Euro 20,398 thousand, was heavily impacted by the adjustments to non-current assets in respect of the Sicily Projects that totalled Euro 70,946 thousand, the impairment losses on land owned by Tifeo for Euro 444 thousand and the above-mentioned impairment losses on intangible assets and property, plant and equipment for Euro 36,796 thousand. The operating result was also affected by the write-down of trade and financial receivables due to Falck Renewables SpA from Palermo Energia Ambiente (in liquidation), page 30.

31 FALCK SpA Annual report for the year ended 31 December Directors report the charge to the sundry risk provision to reflect the obligation to meet Pea s third party creditors and to reflect the liquidation provision recorded by Pea; the total impact of these adjustments amounted to Euro 3,402 thousand. Operating profit net of the above adjustments, which totalled Euro 111,588 thousand, would have amounted to Euro 91,190 thousand, corresponding to 33.2% of revenue. This sector s operating result was also negatively affected by a charge of Euro 5,983 thousand to the sundry risks provision that was made following publication of the Ministry of Economic Development Decree of regarding the «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92». Under this Decree the Group companies that operate or operated under the CIP 6/92 tariff regime will suffer a fall in revenue from December 2012 and negative adjustments in respect of electricity sold in 2010 and The companies concerned, Prima Srl, Ecosesto SpA and Frullo Energia Ambiente Srl have lodged appeals with the Lazio Regional Administrative Court. The charge of Euro 5,983 thousand was made to the sundry risks provision pending outcome of the appeal. As a result of the above, the loss for the year amounted to Euro 84,458 thousand. Excluding the impact of the Sicily adjustments and impairment of other plants that totalled Euro 112,111 thousand after tax, the result would have been a profit of Euro 27,653 thousand, equal to 10.1% of revenue. The net financial position, net of the fair value of derivatives 3, was a net indebtedness of Euro 757,061 thousand, a decrease on the net indebtedness of Euro 765,203 thousand at 31 December The fall is largely due to cash generated by operating plants for approximately Euro 93.8 million, despite capital expenditure of Euro 58,272 thousand that increased the Group s production capacity from MW in 2011 to MW at the end of The net financial position comprises non-recourse loans (Gross Project Debt) of Euro 775,426 thousand at 31 December 2012 (2011 Euro 749,680 thousand). The net financial position includes borrowings of Euro 33,821 thousand relating to construction projects that were not revenue generating at 31 December The net indebtedness, net of these borrowings and the fair value of derivatives would have amounted to Euro 723,240 thousand. Capital expenditure in the period, which amounted to Euro 58,272 thousand, represents the Group s investment in wind farms and improvements to operating plants. Capital expenditure during the year principally comprised Euro 17,262 thousand on the construction of the Nutberry wind farm, Euro 8,857 thousand on the construction of the Petralia Sottana wind farm, Euro 10,717 thousand on the construction of the Ty Ru wind farm, a total of Euro 8,751 thousand on the construction of the Spaldington and West Browncastle wind farms and Euro 8,926 thousand for completion of the Buddusò-Alà dei Sardi wind farm. Improvements were also carried out on the WtE plants of Prima Srl for Euro 1,243 thousand, Frullo Energia Ambiente Srl for Euro 583 thousand and the Ecosesto SpA biomass plant for Euro 1,167 thousand. Moreover, expenditure included Euro 163 thousand on the Kingsburn plant, Euro 393 thousand for minor work on operating plants and Euro 210 thousand on intangible assets largely in respect of software. Employee numbers increased by 3 compared to 31 December The net financial position including the fair value of derivatives amounted to Euro 842,814 thousand at 31 December 2012 ( Euro 826,116 thousand). The overall net indebtedness represents the sum of cash and cash equivalents, current financial assets including available for sale securities, financial liabilities, the fair value of financial hedging instruments and other non-current financial assets. page 31.

32 FALCK SpA Annual report for the year ended 31 December Directors report Other activities sector Key financial information for the other activities sector may be summarised as follows: Revenue Cost of sales (1,530) (425) Gross loss (1,452) (197) Operating loss (3,419) (1,163) Loss for the year (8,241) (13,526) Loss attributable to owners of the parent (8,241) (13,526) Invested capital net of provisions 15,452 24,260 Total equity (7,239) (378) Net financial position - indebtedness 22,691 24,638 of which project financing 0 0 Capital expenditure 3 25 Employees at the year-end (no.) 6 11 This sector largely comprises the following activities: - Management of investments through Falck Energy SpA; - An investment in Italian Lao Group Ltd, a company incorporated in Laos that owns a property in Vientiane; - Activities linked to the provision of a variety of services through Sesto Siderservizi Srl that merged during the year with the subsidiary Riesfactoring SpA, which had previously sold its factoring business. This sector recorded a loss of Euro 8,241 thousand, which is principally due to the write-down of Falck Energy SpA s interests in Unicredit SpA amounting to Euro 5,564 thousand, in Mittel SpA for Euro 131 thousand and Falck Bioenergy Thailand (in liquidation) for Euro 151 thousand. Following impairment testing, Italian Lao Group Ltd recognised an impairment loss of Euro 1,428 thousand on the property in Vientiane. These negative adjustments were partially offset by the gain of Euro 1,656 thousand arising on the sale of Falck Energy SpA s pre-emptive rights in the share capital increase of Unicredit SpA. This sector recorded net finance costs of Euro 828 thousand on a net indebtedness of Euro 22,691 thousand, representing a decrease of Euro 1,947 thousand on the balance at 31 December Employees The number of employees working in consolidated companies was 254 at 31 December 2012, 2 less than the previous year-end: (Number) Managers White-collar staff Blue-collar staff Total employees The table below illustrates the changes in employee numbers across the business sectors. (Number) Falck SpA 4 4 Renewable energy Other activities 6 11 Total employees in consolidated entities page 32.

33 FALCK SpA Annual report for the year ended 31 December Directors report Research and development activities The Falck Group did not carry out any research and development activities in Risks and uncertainties The principal risks and uncertainties facing the Falck Group are analysed by nature below. The Falck Renewables Group, controlled by Falck SpA and the most exposed to risk as it manages operating activities, launched an Enterprise Risk Management project in 2012 involving all Group management with the aim of developing a risk management policy that will facilitate increasingly effective risk management and mitigation. The approach adopted by the Falck Renewables Group drew on guidance on best practice and Risk Management frameworks and the Code of Self Discipline for listed enterprises that was updated in December a) Financial 1. Credit risk Credit risk represents both potential losses from non-settlement of receivables and the counterparty risk inherent with the negotiation of other financial assets. The credit risk exposure of the Falck Group is very limited in respect of both commercial customers and financial counterparties. Commercial customers present a low risk due to their nature: 90% of amounts due from third parties (not related parties) is owed by the Italian national electrical energy supplier (GSE) or similar entities. The degree of concentration of customers is medium-high, however they have a high credit rating. The credit risk attributable to the counterparties with which the derivative financial instruments are negotiated is also limited as the derivatives are negotiated with leading financial institutions. A summary quantitative indication of the maximum exposure to credit risk is the carrying amount of the financial assets, expressed gross of derivatives with a positive fair value and net of any guarantees. The Group does not enter into instruments or guarantees to mitigate credit risk and as a consequence these have no impact on the disclosures that follow. 2. Liquidity risk The Falck Group has a Group treasury department that does not employ a cash pooling system but nets opposing balances through the use of specific intercompany correspondence accounts, with the exception of Falck Renewables SpA and its subsidiaries. The treasury management agreement between Falck SpA and Falck Renewables SpA was terminated on 7 April 2011 following which the latter closed all of its financing and liquidity management operations with the former. The Falck Group prepares a monthly updated cash flow statement and cash budget, in which the actual data for the period are supported by a summary evaluation and commentary. In order to guarantee the level of resources required to finance investment, on 14 January 2011 Falck Renewables SpA secured a Euro 165 million loan maturing on 30 June 2015 that is subject to financial covenants on the ratio of EBITDA and the net financial position and the net financial position and total equity. These covenants had been met at 31 December 2012: the fall in total equity arising from the abovementioned impairment losses and write-downs, largely in respect of the Sicily Projects, resulted in a net financial position/total equity ratio of approximately 2.45 compared to the covenant of The covenants established for the semesters commencing 30 June 2013 up to and including 31 December 2014 are 3.09; 2.98; 3.18 and 2.97 respectively. In the event that Falck Renewables SpA fails to meet the loan covenants this also represents a breach of Falck SpA s loan as disclosed below. Also on 14 January 2011 Falck SpA signed a loan agreement for Euro 135 million with a pool of leading banks. Approximately Euro 91.5 million of this loan had been drawn down at 31 December This loan envisages financial covenants, based on the figures in the consolidated financial statements, comprising the ratio of EBITDA to net financial position and the trading prices of Falck SpA and Falck page 33.

34 FALCK SpA Annual report for the year ended 31 December Directors report Energy SpA s investments in Falck Renewables SpA, Unicredit SpA, Intesa San Paolo SpA, Assicurazioni Generali SpA, Hera SpA to the amount drawn down on the loan. The Falck SpA loan is not required to meet the net financial position to total equity covenant. All covenants had been met at 31 December Market risks The Falck Group manages interest rate risk centrally. Although it does not define in advance the maximum variable rate debt exposure, it does follow well-established procedures aimed at monitoring risk and that avoid undertaking transactions of a speculative nature. The type and suitability of hedging instruments is evaluated for each specific case in consideration of the amount of exposure and current financial market conditions. The Falck Group uses derivative financial instruments to hedge interest rates and in particular enters into interest rate swaps (IRS) with the exclusive aim of hedging. Moreover, the derivatives held at the year-end were acquired in order to allow the debt structure to meet the covenants determined by the financial institutions in relation to project financing. In particular, borrowings at variable rates for these contracts are matched with opposing IRS that partially convert the borrowings from variable to fixed rates. Although these operations are entered into to hedge interest rate risk, hedge accounting is not applied to all of these derivative financial instruments. Consequently, changes in the fair value of these derivatives follow the general rule applied to trading derivatives and are charged directly to the income statement with a direct effect on profit for the period. Foreign exchange risk arises on the Group s operations outside the Euro zone (almost exclusively in the UK). The Group s exposure to exchange rates is twofold: transaction and translation risk, both of which impact the Group s income statement and balance sheet. Transaction risk derives from the fluctuation in exchange rates between the date of the commercial/financial transaction and the settlement date (receipt/payment). This risk, which has a direct impact on the result for the year, is determined for the accounting currency of each Group company. Translation risk represents the overall impact of exchange rate fluctuations on the Group s income statement and consolidated equity of translating assets, liabilities, revenue and costs of consolidated entities that prepare financial statements in a currency other than the Euro. The Group s foreign exchange risk management policy, in line with the financial instruments management policy, involves monitoring the foreign exchange balance to identify exposure and stipulate currency forward contracts where necessary. Currency forward transactions are entered into as new intercompany balances arise in order to maintain the Company and the Group s foreign exchange balance. The Group mitigates foreign exchange risk on intercompany financial receivables and payables in currencies other than the functional currency through plain vanilla transactions, such as forward currency purchase/sale contracts. Falck Renewables SpA hedges exchange rate risk on its GBP financial receivables due from Falck Renewables Wind Ltd that in turn hedges the financial liability in Euro due to the parent company Falck Renewables SpA. b) Legal The principal risks associated with current litigation other than the dispute with the Sicily Region s Department for Energy and Public Utilities regarding the Sicily Projects (disclosed in the note above), which, due to its complexity and the amount of damages claimed by both parties, represents the most significant legal risk 4, are as follows. 4 As detailed on page 20, the Sicily Region s Department for Energy and Public Utilities has raised claims in respect of damages suffered by the Regional Administration in Sicily due to breach of the Conventions amounting to: Tifeo, Euro 36.7 million; Platani, Euro 12.9 million; Pea, Euro 60.9 million, - Falck Group share (including Falck Renewables SpA portion) Euro million. page 34.

35 FALCK SpA Annual report for the year ended 31 December Directors report Falck SpA - Sviluppo Nord Milano With regard to the arbitration proceedings between Falck SpA and Sviluppo Nord Milano Srl (Pasini group), on 19 November 2007 the board of arbitration issued the arbitration award granting Falck the sum of Euro 1,290,577 plus VAT and legal interest from the date of the arbitration agreement up to the settlement date. Efforts to reach a settlement on the amounts outstanding between the two groups failed; the arbitration award was executed and attachment orders were served against third party assets to no avail. A default action was served on the other party in April 2011 in order to interrupt the limitation of actions period. In the meantime it was discovered that Sviluppo Nord Milano Srl had been removed from the companies register. The Company is currently assessing the possibility of raising a recourse action against the sole shareholder (Gruppo Pasini SpA), in respect of any liquidation settlement paid, and against the liquidator in respect of its obligations. - GEO Gesellschaft fur Energie und Oekologie MBH Geo Gesellschaft fur Energie und Oekologie filed a request on 25 June 2009 to commence arbitration proceedings against Falck SpA following a dispute regarding the final amount owed by Falck Renewables Wind Ltd under the terms of the sales contract dated 20 May 2005 in respect of the sale of the shares in Geopower Sardegna Srl. The subject of this claim is the enforcement of a corporate guarantee of Euro 3,621,000 issued by Falck SpA on 8 April The court of arbitration determined that Euro 1,900,000 was covered by the corporate guarantee and sentenced Falck SpA to pay Euro 1,900,000 in the arbitration award passed on 8 October On 18 November 2010, Falck SpA filed a request for correction of the award based on calculation errors. The board of arbitration issued an order on 20 December 2010 dismissing the request for correction of the award. Falck filed an appeal with the Appeal Court in Milan on 7 September 2011 requesting the arbitration award be declared null and void and the suspension of the award execution; the plea was dismissed in the court order issued on 20 October In the appeal hearing (on merit), the trial was adjourned and for the filing of the final briefs by the parties to 23 June Given the complex subject matter and the new rules governing the challenge of arbitration awards, the outcome of the dispute is uncertain and the recovery of the sums already paid by Falck (Euro 1,900,000) is considered improbable; in the event of a positive outcome in the appeal proceedings this amount should be repaid to Falck Renewables Wind Ltd. as Falck SpA has already received repayment from the former. - Aeroporti di Roma In 2009 Falck SpA received a writ of summons from Aeroporti di Roma SpA (AdR) requesting that Falck SpA be ordered to settle an amount owed to the Customs Office in relation to VAT and other taxes not paid by AdR for the years prior to Falck SpA becoming a shareholder of AdR. In the pre-trial stages Falck always dismissed AdR s attempt to obtain compensation based on the ineffectiveness of the obligation issued by Falck following the new guarantee issued on 12 December 2002, as in the meantime it had sold its interest in AdR and on the assumption that AdR had not communicated to the guarantors the determinant event that gave rise to a tax liability covered by guarantee. A prudent charge was made to the sundry risks provision to cover a part of the claim. In the ruling of 15 October 2012, the Court in Rome, having admitted AdR s request, ordered Falck to pay 36.90% of % of the amount claimed (Approximately Euro 4.1 million) and Impregilo to settle its share. The ruling is not yet enforceable as Falck s sentencing is subject to the ruling against AdR to pay amounts on behalf of the financial administration (AdR challenged the payment order before the provincial tax commission, then the regional tax commission and finally before the Supreme Court of Appeal where the trial is still pending). The ruling against Falck will become enforceable in the event that the Supreme Court dismisses the appeal filed by AdR. Falck and Impregilo have filed appeals against the ruling of the Court in Rome. A hearing is still to be scheduled. page 35.

36 FALCK SpA Annual report for the year ended 31 December Directors report - Province of Como/Falck (Landfill of Dongo-Cagiva) Appeal against order /101/A/Eco dated 27 October 2009 of the Province of Como s Ecology and Environmental Department, enforcing Falck SpA s guarantee of Euro 800,000 to cover the costs necessary to plan and execute safety works on the former Falck-Cagiva landfill located in the Municipalities of Sorico and Gera Lario. This relates to an area sold by Falck to the Cagiva group in The hearing on the merits took place on 23 November 2010 following which the Ecology and Environmental Department s management board issued sentence 7547 of 13 December 2010 declaring the appeal inadmissible due to lack of jurisdiction since the matter should be decided by a Court and not by the Province administration. Consequently, the proceedings should be filed with the competent court. Meanwhile, Dongo, the effective guarantor being the transferee of the land, declared bankruptcy. As a precautionary measure application for admission of the receivable to the liabilities in bankruptcy was made on 6 October 2010 for a total amount of Euro 856,668 of which approximately Euro 11,000 related to invoices with the remainder depending on the outcome of the legitimacy of the enforcement orders regarding the guarantee. On 8 November 2010 the judge admitted the claim to the bankruptcy liabilities. On 16 May 2011 Intesa San Paolo SpA bank notified Falck of the objection to the injunction filed by the Province of Como relating to the amount of the bank guarantee. The writ was served on Falck to seek indemnity in the event that Intesa San Paolo SpA is sentenced to pay the guarantee to the Province of Como. Falck joined the objection action. In the ruling of 3 January 2013 the Court dismissed the provisional enforcement order relating to the injunction and scheduled the hearing on merits to take place on 14 May 2013 during which it dismissed the opposing preliminary briefs and adjourned the trial to 5 June 2014 for final sentencing. The probable risk of the guarantee being enforced is mitigated by the inclusion of the equivalent sum in the Dongo bankruptcy liabilities although the likelihood of recovery is uncertain given that they relate to insolvency proceedings. - Fiscal dispute Falck SpA/Inland Revenue The tax investigation carried out by the Italian Finance Police (Guardia di Finanza - GdF), on Falck s tax periods 2003 through to 2008 gave rise to two formal notices of assessment whereby the annual tax returns submitted by Falck for 2003 and 2005 declared lower taxable income than the actual amounts. The notice of assessment for the 2003 tax return related to the taxation at 5% of a dividend of Euro 15,000,000 received from the Luxembourg subsidiary Finsthal SA: according to the GdF, contrary to Falck s position, Finsthal S.A. should have been considered a Swiss resident making the dividend taxable at 40%. The notice of assessment for the 2005 tax return principally related to the failure to tax the dissolution de societè regarding Finsthal (legal position not applicable under Italian law), which Falck treated as a merger but that the GdF considers a company liquidation. Neither Falck s board of statutory auditors nor the independent auditors had raised issues in respect of the above. With regard to certain specific amounts (or elements) of income included in the financial statements and taxable income, Falck applied the tax regime that it considered appropriate to the specific circumstances, seeking the advice of tax advisors where necessary. The dispute with the tax authorities relates exclusively to the different tax regime adopted by them. The Company reached a settlement with the Italian Tax Authorities in December 2012 regarding the closure of the assessments raised on 2005, 2006 and 2007 subsequent to which it will pay taxes and penalties of Euro 3.8 million over two years. Although the Company is convinced that it conducted its business correctly, it took recourse to measures to avoid tax litigation and long and costly proceedings and the possibility of an unpredictable outcome. page 36.

37 FALCK SpA Annual report for the year ended 31 December Directors report A notice of assessment was issued on the 2003 tax year on 30 December This did not give rise to a tax liability as it related to an adjustment of tax losses (from Euro 6,211 thousand declared to Euro 961 thousand). This also affects Following an attempt to resolve the matter with the tax authorities, the Company filed an appeal with the Province Tax Commission on 26 June The first instance commission dismissed the appeal in the ruling filed on 6 September 2010 that was appealed with the Milan Province Tax Commission. The Company has in the meantime paid Euro 1.9 million (of which Euro 0.2 million relates to VAT) towards satisfying a claim of approximately Euro 2.5 million. The Milan Province Tax Commission admitted the appeal on 4 July 2012 and declared the notice of assessment illegitimate in respect of the adjustment of 2004 tax losses. Following this ruling, Euro 1.7 million was received on 12 September 2012 representing a refund of IRES (corporation tax) already paid. Sesto Siderservizi Srl (previously Riesfactoring SpA) - Coopcostruttori/Frullo Energia Ambiente A writ of summons was served by Coopcostruttori on Riesfactoring (now Sesto Siderservizi Srl) and Frullo Energia Ambiente Srl (Fea) on 1 July 2008 to ascertain and declare not relevant in the Extraordinary Administration Procedure of Coopcostruttori, the sale of the receivable to Riesfactoring (14/12/2002), and charge and sentence as an alternative, and/or jointly and severally, all of the defendants to pay to Coopcostruttori the sum of Euro 9,181, The hearing to present initial statements was set for 23 February 2009 and postponed to 16 June In the latter hearing the (new) judge reserved decision to examine the evidence. Given the technical nature of the documentation presented during the proceedings the judge appointed a technical expert on 22 June In the ruling of 28 June - 21 July 2010 the Court of Ferrara upheld the claim against Riesfactoring and Fea, sentencing them jointly and severally to pay Euro 9,181, Fea served a writ of summons on Riesfactoring and Coopcostruttori on 20/12/2010, appealing against the above sentence; Riesfactoring joined the pending appeal proceedings filing a deed of entry and statement of defence with a cross claim. In the ruling pronounced on 1 June 2011, the Bologna Court of Appeal i) suspended the temporary execution of the first instance judgement, ii) scheduled the presentation of closing statements for 4 December 2012, iii) reserved judgement on the preliminary statements filed by Riesfactoring. The Court of Appeal found the legal arguments complex and questionable and therefore the reasons of the appellants could not be considered spurious. For this reason and those pronounced by the first instance Court, it is probable that the ruling will be overturned. As the Judge Rapporteur was not available, the hearing of 4 December 2012 was postponed to 28 May 2013 to consider the same matters (final briefs). In this hearing the judge awarded the time limits to submit conclusions reserving judgement on the admissibility of the preliminary claims made by Riesfactoring. Pianimpianti/Eurosviluppo Writ of summons served by Riesfactoring (transferee) on Eurosviluppo (debtor/purchaser) and Pianimpianti (supplier/seller) on 11 November 2008 requesting judgement jointly and severally on the payment of Euro 5,031, (paid by Riesfactoring to the seller under the factoring contract dated ), and sentencing Eurosviluppo Industriale to pay Riesfactoring Euro 1,601, (amount not covered by the guarantees issued by Pianimpianti in relation to the factoring contract). In the court ruling of 14 April 2010, Pianimpianti was sentenced to refund to Riesfactoring the advances received (approximately Euro 5,000,000), and acquitted Eurosviluppo. Pianimpianti served a notice of appeal on 4 June 2010 requesting a complete review of the ruling and filing an appeal on 23/6/2010 to suspend the enforceability of the first instance ruling. The Milan Court of Appeal dismissed Pianimpianti s appeal for suspension of the enforceability of the first instance ruling on 6 July Riesfactoring joined the appeal proceedings on 26 November 2010 presenting a statement of defence, at the same time submitting a cross appeal to obtain, as requested in the first instance, a ruling against Eurosviluppo and Pianimpianti to pay jointly and severally Euro 5,031, and Eurosviluppo Industriale to pay Euro 1,601, The Court adjourned the hearing to submit final briefs to 28 October In the meantime Eurosviluppo was declared bankrupt that resulted in interruption of the appeal proceedings. Riesfactoring filed a claim (subsequently dismissed) with the Milan Court of Appeal requesting interruption of the appeal proceedings due to Eurosviluppo s bankruptcy. In light of the confirmed enforceability of the first instance ruling, Riesfactoring also joined the foreclosure page 37.

38 FALCK SpA Annual report for the year ended 31 December Directors report proceedings already brought by several creditors against Pianimpianti (later joined in a further foreclosure proceeding) in order to stake a claim on the amount realised from the sale of two seized properties owned by Pianimpianti. The hearing for the appearance of the parties before the court in the foreclosure proceedings was held on 25 January Pianimpianti joined the proceedings. At the end of the hearing the enforcement judge opted for the sale of Pianimpianti s properties (valued at Euro 3,300,000 in total). A notary has been appointed and the outcome of the sale of these properties is pending. Secured creditors to whom significant amounts are owed by Pianimpianti may join the proceedings at any time up to the date of the hearing to discuss the allocation (this could have a significant impact on the probability of recovering any amounts that at the moment appear to be modest). Ecosesto SpA Ecosesto SpA filed an action with the TAR in Lazio in relation to the Rende plant requesting cancellation of: (i) the Ministry of Economic Development Decree of 20 November 2012, (ii) the Resolution of the Italian Regulatory Authority for Electricity and Gas of 29 April PAS 9/10, where this is also extended to selected initiatives defined in article 3, paragraph 7 of Law 481 of 14 November 1995; (iii) and the correspondence from GSE S.p.A. of 14 December 2012, protocol P , addressed to Ecosesto SpA regarding «Adjustment of prices applicable to electricity sold to GSE in 2010 under sales agreements governed pursuant to CIP 6/92». The action was notified and filed and the date of the hearing is pending. As disclosed above, the Group has charged the full amount in respect of the adjustments relating to 2010, 2011 and 2012 to the sundry risks provision. Ecosesto SpA is also waiting for the hearing to be scheduled in respect of an action filed on 23 April 2010 with the TAR in Lazio in order to be awarded a D coefficient of 1 rather than 0.9 as it is now IAFR qualified. Prima Srl Prima Srl filed an action with the TAR in Lazio in relation to the Trezzo sull Adda WtE plant requesting cancellation of: (i) the Ministry of Economic Development Decree of 20 November 2012, (ii) the Resolution of the Italian Regulatory Authority for Electricity and Gas of 29 April PAS 9/10, where this is also extended to selected initiatives defined in article 3, paragraph 7 of Law 481 of 14 November 1995; (iii) and the correspondence from GSE S.p.A. of 14 December 2012, protocol P , addressed to Prima Srl SpA regarding «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92». The action was notified and filed and the date of the hearing is pending. As disclosed above, the Group has charged the full amount in respect of the adjustments relating to 2010, 2011 and 2012 to the sundry risks provision. Frullo Energia Ambiente Srl Frullo Energia Ambiente Srl filed an action with the TAR in Lazio in relation to the Trezzo sull Adda WtE plant requesting cancellation of: (i) the Ministry of Economic Development Decree of 20 November 2012, (ii) the Resolution of the Italian Regulatory Authority for Electricity and Gas of 29 April PAS 9/10, where this is also extended to elected initiatives defined in article 3, paragraph 7 of Law 481 of 14 November 1995; (iii) and the correspondence from GSE S.p.A. of 14 December 2012, protocol P , addressed to Frullo Prima Srl SpA regarding «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92». The action was notified and filed and the date of the hearing is pending. As disclosed above, the Group has charged the full amount in respect of the adjustments relating to 2010, 2011 and 2012 to the sundry risks provision. Geopower Sardegna Srl/ATI nbi-eolo Scarl (arbitration) In the Letter of warning and Request for arbitration served in late March 2012, nbi Srl ( nbi ), acting as agent of the Associazione Temporanea di Imprese (temporary consortium, hereinafter ATI nbi-eolo ) together with the principal Eolo Scarl ( Eolo ), commenced arbitration proceedings against Geopower pursuant to article 36 of the tender contract (the Contract ) dated 4 June 2010 between Geopower and the page 38.

39 FALCK SpA Annual report for the year ended 31 December Directors report temporary consortium comprising Busi Impianti SpA ( Busi ) and Eolo ( ATI Busi-Eolo ) subsequently amended on 23 December In the Request for arbitration, nbi claimed to have entered into an agreement with Busi on 14 September 2011 (the Rent Contract ) whereby the latter rented to the former a branch of its business that comprised the work governed by the contract with Geopower (the Business ). Subsequent to the Rent Contract a new temporary association between nbi and the principal Eolo Scarl was formed, namely the ATI nbi-eolo. In light of the above, nbi claimed that Geopower had committed multiple breaches of its contractual obligations with ATI nbi-eolo and called on Geopower to remedy the breaches where possible and commenced arbitration proceedings claiming the return of undue payments and restitution for a total of approximately Euro 21.6 million (including repayment of Euro 3,980,000 representing the amount received by Geopower following execution of the performance bond issued in the interests of ATI Busi-Eolo by the Banca Popolare dell Emilia Romagna). In the course of settlement negotiations between the parties, Geopower appointed an arbitrator on 16 April 2012 and requested that the opponent s claims be dismissed and that Geopower s counterclaim be admitted to the proceedings. The parties agreed a settlement on 5 July whereby: - Geopower agrees to repay Euro 3,980,000 representing the amount received following execution of the performance bond and to pay ATI nbi-eolo the sum of Euro 4,953,408.10, including VAT, as settlement for invoices already issued; - nbi and Eolo agreed to carry out the secondary works completely, accurately and on time in order to finalise the wind farm. The parties waived all respective claims, requests and exceptions submitted in the course of the proceedings. Eolo 3W Minervino Murge Srl/ICQ In the injunction filed on 25 June 2012, Eolo 3W was ordered to pay ICQ Euro 4,544,000.00, plus interest pursuant to Legislative Decree 231/02 calculated from 24 January 2012 and legal expenses, as further compensation linked to benefits under Law 488/1992, in accordance with the contract signed on 6 September 2006 relating to the sale of ICQ s entire shareholding in Eolo 3W Minervino Murge Srl to Falck Renewables Wind Ltd. Falck Renewables Wind and Minervento SpA signed an Assumption to discharge debt on 9 October 2007, signed by ICQ under article 1273 of the c.c., whereby Minervento assumed any amounts owed to ICQ by Falck Renewables Wind arising under the contract; on the same date Falck Renewables Wind sold to Minervento its entire shareholding in Eolo 3W; finally, Minervento was merged through acquisition with Eolo 3W on 17 June 2010, with the latter taking on all of Minervento s contractual obligations. In order to avoid significant legal costs and expenses a settlement was sought without success. For this reason Eolo 3W filed an objection to the injunction. In the hearing that took place on 1 March 2013 at the end of the discussion the Court reserved judgement on the opposing parties request for provisional enforcement of the injunction adjourning the hearing to 7 November 2013 to discuss the initial objections raised by Eolo 3W Minervino Murge and without prejudice to the rights of the first hearing. As the dispute is in the initial stages it is not possible to predict the outcome of the proceedings. Moreover, given the complexity surrounding the award of grants under Law 488 the possibility of Eolo 3W losing the case may not be excluded. Sicily Projects (projects for the management and WtE treatment of waste in Sicily) - Altecoen Srl in liquidation/tifeo On 28 December 2009, Altecoen Srl (hereinafter Altecoen), currently in liquidation, served three writs on Tifeo regarding agreements for the sale of land in the municipalities of Caltagirone, Enna and Modica, entered into on 1 December Altecoen s requests were: (i) primarily, immediate payment of the balance for the sale (95% of the consideration), respectively Euro 23,401.80, Euro 229, and Euro 169, and (ii) alternatively, termination of the agreements, with the award of damages that Altecoen calculated as no less than Euro 5,616.43, Euro 83, and Euro 40, Tifeo joined the proceedings and in turn requested that the claim be rejected, while retaining the right to exercise the put option on Altecoen s land, as envisaged in the agreements, after page 39.

40 FALCK SpA Annual report for the year ended 31 December Directors report verifying the implications that Regional Law 9 of 8 April 2010 (Regional Law 9/2010) had on proceeding with the Tifeo Project (the Project). Tifeo exercised the put option on 9 June Altecoen sent a recorded delivery on 1 July 2010, in which it notified its intention to repurchase the land in question. In the statements filed in the three actions pursuant to article 183, paragraph 6, no. 1 of the c.p.c., Tifeo acknowledged the impact that Regional Law 9/2010 and the procedure pursuant to article 7 ff of Law 241/1990 had on the Project s execution and the exercise of the option right stipulated in the agreements. In reference to the last point, Tifeo requested that in the event that Altecoen defaulted on its obligation to repurchase the land, a ruling be made pursuant to article 2932 of the Italian Civil Code, to execute the sale and purchase agreements and that Altecoen be ordered to return the sums already paid by Tifeo. Altecoen submitted a counterclaim against the last request in its statement to the Civil Court of Enna pursuant to article 183, paragraph 6 no. 2, requesting that the Court order Tifeo to pay an indemnity for use of the land under dispute. After several attempts at reaching a settlement, in the hearing that took place on 16 February 2012 Tifeo requested, pursuant to article 153 paragraph 2 of the Civil Code ( c.p.c. ), the case be re-opened to submit Decree 548 issued by the President of the Sicily Region on 22/9/2010 (the Decree) and the appeal on additional grounds in Tifeo s favour notified on 3/10/2011; Altecoen opposed this request, asking that the Court grant time to submit a counterclaim. The trial was adjourned to the hearing scheduled for 11 October In this hearing the judge declared the case ready for decision and scheduled the hearing for the filing of the final briefs by the parties for 1 October With regard to the proceedings before the Civil Court of Caltagirone, on 14 December 2010 the Court held that the case was not within its territorial jurisdiction and, accordingly, removed the case from the case register and set Altecoen a deadline of three months to transfer the matter to a competent Court. In an application to reinstate the action on 12 March 2011, Altecoen resumed proceeding before the Court of Siracusa. Tifeo joined the proceedings submitting its defence on 16 September The first hearing pursuant to article 183 of the c.p.c., originally set for 10 October 2011, was adjourned to 7 November On conclusion of this hearing the Court withheld sentencing. In the ruling of , the judge dismissed the counterparty claim for an extension pursuant to article 183, declaring the case ready for decision and adjourned the hearing for the filing of the final briefs by the parties to Finally, in relation to the proceedings before the Civil Court of Modica, in the hearing of 30 June 2011 the parties indicated to the Court their willingness to settle and the case was adjourned on several occasions. In the ruling of May 2012 the Court declared lack of territorial jurisdiction and removed the case from the case register, granting Altecoen three months to transfer the case to a competent court. In an application to reinstate the action on 5 October 2012, Altecoen resumed proceedings before the Court of Siracusa. Tifeo joined the proceedings submitting its defence on 7 January The first hearing before the Court of Siracusa was held on 1 February 2013; the hearing was adjourned to 19 July 2013 pending transfer of the case file from the Court of Modica. With regard to the risk of an adverse outcome, given the overall situation regarding the Sicily Projects, an impairment loss has been recognised against the full amount of the above sales. - Gulino Group SpA/Tifeo On 28 December 2009 Gulino Group S.p.A. ( Gulino ) served two writs on Tifeo regarding the sale agreements for some sites of land in the municipalities of Modica and Enna/Assoro, entered into on 1 December Gulino claimed: (i) primarily, immediate payment of the balance of the sales (95% of the total consideration), respectively Euro 2,774,950 and Euro 2,931,700; and (ii) alternatively, the termination of the agreements and payment of damages calculated at not less than Euro 2,143,968 and Euro 2,258,700. Tifeo joined the proceedings requesting the claim be rejected, while stating that it would consider its position with regard to the request for termination after verifying the implications of Regional Law 9 of 8 April 2010 on the ability to proceed with constructing the plants. In the statement filed pursuant to article 183, paragraph 6, no.1 of the c.p.c., Tifeo acknowledged the impact of Regional Law 9/2010 and the procedure pursuant to Article 7 ff of Law 241/1990 on the ability to page 40.

41 FALCK SpA Annual report for the year ended 31 December Directors report execute the project and the request to terminate the Agreement with ARRA submitted in the action pending before the Court of Milan. Tifeo also requested that the sale and purchase agreements be terminated; demanding the reimbursement of all sums already paid (5% of the sale price plus VAT on the whole amount, namely Euro 730,250 and Euro 771,500 respectively). In the proceedings before the Civil Court of Enna, in the statement filed pursuant to article 183, paragraph 6, no.2, Gulino submitted a counterclaim requesting the Court to order Tifeo to pay an indemnity for the use of the land under dispute. After several attempts at reaching a settlement, in the hearing that took place on 16 February 2012 Tifeo requested, pursuant to article 153 paragraph 2 of the c.p.c., the case be re-opened to submit Decree 548 issued by the President of the Sicily Region on (the Decree) and the appeal on additional grounds in Tifeo s favour notified on 30 September 2011; Gulino opposed this request, asking that the Court grant time to submit a counterclaim. The trial was adjourned to the hearing scheduled for 7 June 2012 during which the judge was replaced by a temporary judge who adjourned the hearing to 11 October 2012 in order to submit the counterclaim. In this hearing the judge declared the case ready for decision and scheduled the hearing for the filing of the final briefs by the parties for 1 October In the proceedings before the Civil Court of Modica, during the hearing of 7 October 2011 to discuss the preliminary statements presented by the parties, the Court of Modica upheld Tifeo s claim of lack of territorial jurisdiction, transferring the case to the Civil Court of Siracusa, removed the case from the register and granted the parties time to resume proceedings before the competent court. Gulino notified Tifeo of the reinstatement of the case before the Civil Court in Siracusa on 9 January 2012; the first hearing was scheduled to take place on 16 May 2012 however as the case file had not arrived from the Civil Court of Modica, the Court adjourned proceedings to 14 November 2012, reserving the decision on the parties requests pending receipt of the file. In the ruling of November 2012, the Court awarded the time limits pursuant to article 183, paragraph 6, 1 of the c.p.c (the initial term starting from 12 March 2013) and adjourning the hearing to 30 October With regard to the risk of an adverse outcome, given the overall situation regarding the Sicily Projects, an impairment loss has been recognised against the full amount of the above sales. - Panelli Impianti Ecologici SpA/Tifeo Tifeo brought an action before the Civil Court of Milan against the temporary injunction order awarded to Panelli Impianti Ecologici S.p.A. (in liquidation) ( Panelli ) by the Civil Court of Milan on 17 June 2010 and notified to Tifeo on 23 July Under this injunction the Court in Milan ordered Tifeo to pay Euro 5,079,349 representing the balance of the amount payable to Panelli by Tifeo for the purchase of land owned by Panelli pursuant to three sale agreements entered into on 1 December Judgement was pronounced on 8-22 June 2012 (made final) in which the Civil Court of Milan (i) revoked the opposed injunction order; (ii) ruled Panelli to have breached its obligation to repurchase the land under dispute; (iii) transferred ownership of the land from Tifeo to Panelli pursuant to article 2392 of the Italian Civil Code, ordering Panelli firstly to reimburse all sums already paid by Tifeo including VAT; (iv) dismissed all of Panelli s claims and exceptions; (v) sentenced Panelli to reimburse all legal fees to Tifeo, amounting to Euro 27,818. On 31 January 2013 the Court of Milan declared the enforcement order raised by Panelli in October/November 2010 to be inadmissible and resulted in withdrawal of the seizure order and consequently the release of the company s bank account by the bank. - Palermo Energia Ambiente ScpA/Safab SAFAB (Società Appalti e Forniture per Acquedotti e Bonifiche S.p.A. that subsequently assigned the claims in the action to Safab S.p.A. ( Safab )), initiated arbitration proceedings against Pea on 2 February Safab requested the board of arbitration (i) to find Pea in breach of the tender contract entered into by the parties on 8 March 2005, regarding construction work to be performed by Safab in order to execute the Pea Project; (ii) to terminate the tender contract owing to acts committed by and through the fault of Pea; and (iii) to order Pea to pay Euro 20,047, as consideration for page 41.

42 FALCK SpA Annual report for the year ended 31 December Directors report work carried out and damages (this request was later reduced to Euro 16.5 million). Pea responded in the arbitration proceedings objecting that it was not in default of its payment obligations under the contract since the alleged breaches of contract were the subject of a compromise settlement agreed by the parties on 2 April Pea also argued that it was not in breach of the compromise settlement since, following execution of the Agreement of 28 April 2009 with ARRA (to which Safab was a party), Safab agreed that the amounts it was due to receive in accordance with the settlement would be paid in the manner specified in and in accordance with, the provisions of the Agreement with ARRA. After it became clear that the project would not proceed, Pea submitted a counterclaim to the board of arbitration, asking the board to rule on the termination of the tender contract and the compromise settlement under the principle of frustration of purpose or, alternatively, factum principis (representing a decision or order issued by a relevant authority which overrides any contractual obligation to fulfil or otherwise comply with the terms of the contract). In the hearing of 13 September 2010, the board of arbitration, deferring any decision on the inadmissibility of the claims to invalidate or terminate the compromise settlement due to breach by Pea, explored the possibility of reaching a settlement, on conclusion of which the parties declared they would consider the possibility of reaching an amicable settlement of the dispute. After several adjournments, in the order dated 9 February 2011, the board of arbitrators, requested the intervention of an independent technical expert to provide an opinion on the statements formulated by the parties. Following the hearing of 22 February 2011, during which the parties requested a deferral to review the substance of the legal presumptions in order to reach a settlement, the proceedings were adjourned several times. The next hearing has been scheduled for 18 July With regard to the risk of an adverse outcome, given the overall situation regarding the Sicily Projects, a sundry risk provision has been set up to cover the risk surrounding this dispute. - Consorzio Ravennate delle Cooperative di Produzione e Lavoro ScpA (the Consorzio )/Elettroambiente An injunction was filed on 9 October 2010 by the Consorzio for service on 27 October 2010, and provisionally enforceable only against Pianimpianti, a shareholder of Platani, whereby the Court of Ravenna ordered Elettroambiente and other shareholders of Platani, to pay Euro 1,530,711 to the Consorzio representing payment for work carried out pursuant to a tender contract entered into on 4 August 2006 between the Consorzio and Pianimpianti for civil works on the Platani Project. The action was also brought against the other shareholders of Platani on the grounds that they were jointly and severally liable pursuant to article 13 of Law 109/1994 (now article 37 of Legislative Decree 163/2006). In a writ served on the Consorzio opposing the injunction, Elettroambiente initially contested the claims brought against it as the conditions for invoking its joint and several liability were not satisfied as it had not signed the said tender contract. Moreover, regarding the subject matter of the dispute Elettroambiente has requested (i) withdrawal and/or cancellation of the said injunction due to (a) the invalidity of the basis, namely the tender contract, on which the injunction was issued and (b) the acknowledgement of the events that occurred in the meantime (i.e. the issue of Regional Law 9/2010 and the proceedings initiated by the Department pursuant to article 7 and ff of Law 241/1990 to render invalid the 2002 tender process and all related measures) that made it impossible to proceed with the Project, with all related consequences regarding the impossibility of the Consorzio to finish the work specified in the tender contract; and (ii) to verify the absence of any sum owed by Elettroambiente to the Consorzio. Subordinately, in the event of conviction, Elettroambiente filed recovery actions against Pianimpianti and EPC Sicilia Srl (which sold the business of Pianimpianti involved, inter alia, in the dispute), in order to recover any sum that Elettroambiente may be ordered to pay to the Consorzio, requesting the Court pursuant to article 269 c.p.c. to summon Pianimpianti and EPC Sicilia to the action. In a writ served on the Consorzio on 9 December 2010 Enel Produzione contested the injunction requesting it be fully reformed and that the claims made against it by the Consorzio be dismissed. Consequently, Enel Produzione enforced Elettroambiente s guarantee, invoking the indemnity clause pursuant to the shareholders agreement entered into by the parties on 27 October Finally, AMIA, EMIT and Catanzaro Costruzioni have also independently contested the above injunction without however making any claim against Elettroambiente. The actions were originally assigned to different courts but were later grouped with the exception of the action brought page 42.

43 FALCK SpA Annual report for the year ended 31 December Directors report by AMIA as it is currently in extraordinary administration: this action will therefore proceed independently of the others. The parties exchanged statements pursuant to article 183, paragraph 6 of the c.p.c.. With regard to the above exchange of statements, in its first statement Elettroambiente, in light of the Project no longer proceeding, requested appointment of a technical expert (i) to ascertain whether, given the impossibility of executing the Project, the work carried out by the Consorzio under the tender contract is currently of any use to Pianimpianti and, consequently, (ii) in the event that it is, identify which work Pianimpianti can put to use; the purpose being to establish whether Pianimpianti is required to pay the Consorzio compensation pursuant to article 1672 of the Italian Civil Code. In the third statement Elettroambiente and Enel Produzione waived the claims and objections made by each other in the proceeding. The Civil Court of Ravenna declared on 2 April 2012 granting temporary enforcement of the opposed injunction orders to be unacceptable with reference to the current parties" (including Elettroambiente SpA) and did not admit the preliminary statements submitted by the Consorzio (holding them inadmissible and/or unfounded). The Court has scheduled the final hearing to submit the parties final briefs for 31 January 2013 declaring foremost the need to examine the preliminary statements which could determine the outcome of the trial. The Court declared the admission of further parties to the trial uneconomical, thus dismissing the claim subordinately made by Elettroambiente that in the event of conviction Pianimpianti and EPC Sicilia be summoned to recover any sums due from them. In this hearing, the parties submitted their respective final briefs and the Court reserved judgement and assigned the time limits for filing closing statements and replies. Elettroambiente has filed the closing statements and replies. As the proceedings are still in the opening stages it is not possible to predict the outcome at present. In light of the circumstances surrounding the Sicily Projects in general, an adverse ruling against Elettroambiente is possible. - Palermo Energia Ambiente ScpA/Tax authorities Following the application submitted by Pea to the tax authorities regarding VAT to be reclaimed in relation to 2005 to 2009, Pea received Euro 386 thousand (2005 VAT) on 24 April 2007 and Euro 1,021 thousand (2006 VAT) on 19 August On 27 July 2011, Pea received a copy of a letter issued by the tax authorities to Unicredit SpA regarding enforcement of the guarantee issued by Pea for an amount of Euro 1,111 thousand, pursuant to article 38bis Presidential Decree 633/72, regarding the 2006 claim. Pea received a tax demand from the Provincial Offices in Palermo on 29 July 2011, rejecting the VAT claim made in respect of 2006 and issuing a penalty of 100% of the claim submitted. Pea filed an appeal against this tax assessment that was admitted by the Provincial Tax Commission of Palermo on The tax authorities filed an appeal with the Provincial Tax Commission and the date of the first hearing is pending. The tax authorities have also rejected the 2007 and 2008 VAT claims on the basis that Pea is not an operating company and has no right to claim repayment. Pea challenged this refusal in an appeal. Pea appealed against the rejection of the claims with the Provincial Tax Commission in Palermo on In its ruling of the Provincial Tax Commission of Palermo admitted the appeals filed by Pea and agreed to settle the claims for repayment. The tax authorities filed an appeal with the Regional Tax Commission and the relevant hearing has not yet been scheduled. c) External risks The Falck Group is largely exposed to risks relating to the authorisation process involved with the development of its projects and the authorisations held that are necessary to continue production activities. In order to mitigate these risks the Group diversifies both the types of investment and the location of the operating plants in order to spread the risks across different businesses. Operating in the renewables sector, which is heavily regulated and not always predictable, requires the Group to keep abreast of changes in legislation, thus allowing it to implement the best solutions. The directives and regulations on renewables issued both at European and national level can have a significant impact on the Group s activities and results. These regulations govern, inter alia, the construction phase page 43.

44 FALCK SpA Annual report for the year ended 31 December Directors report (regarding both construction and administration authorisations), and the operational and environmental aspects (regulations relating to the landscape and noise pollution). Developments in the rules regarding incentives mechanisms in the countries in which the Group operates and the recent resolution that retrospectively reduced the CEC (avoided cost) component for plants operating under the CIP 6/92 regime in respect of 2010 through 2012, have been particularly relevant. The Group mitigates this risk by constantly monitoring regulations in order to take on board potential changes immediately and minimise any economic impacts. The risks associated with developments in the market in which the Group operates include the progressive changes in the renewable energy market, which has become highly competitive while suffering a gradual decline in the advantages offered to this sector (amongst which the reform of regulations governing imbalance costs for non-programmable sources whereby commencing 2013 the energy producers will bear the burden of these costs). The Group constantly monitors the market and anticipated developments in order to mitigate any negative impact and acts accordingly either by adapting its business management tools or by establishing business partnerships and agreements. d) Strategic risks The sources of energy used in this sector lead to highly variable production levels, due to the diverse climatic conditions of the locations of the wind farms and photovoltaic plants (including sun and wind), and production forecasts that are based on historic data and probability estimates. In particular, electricity generation from wind and solar sources, which represent a significant percentage of the Group s business, are associated with unforeseeable climatic factors that are affected by seasonality during the year and do not generate constant production levels. Adverse climatic conditions, specifically long periods of low wind levels for the wind farms and low levels of sun rays for the photovoltaic plants compared to levels recorded during the development stages (regarding the availability of the source and forecast climate conditions), could result in a drop in, or interruption of, the plant s activities with a fall in the volume of electricity generated and a negative impact on productivity and the Group s operating results, state of affairs and financial position. The Group mitigates this risk by installing new sites in diversified geographic areas and monitoring performance using historic data in order to identify sites of potential interest. The technology used to generate electricity from renewable sources is subject to continuous development and improvement. The Group cannot guarantee that the technology and materials currently used to construct the plants will allow them to function effectively and efficiently over time in order to face changes in competition and the regulatory framework. The Group actively reviews technological innovation in this field and evaluates the best technology to adopt at the time of developing and renewing its plant facilities. Given the level of knowledge and skills that are required to run the Group s business, the aspects linked to managing and fostering key professional skills have been identified. To manage this potential risk area the Group has mapped and analysed its key skills and talent. The Falck Renewables Group approved and implemented in 2011 a Long Term Incentive Plan (LTIP) offered to the Chief Executive Officer and Key Managers to ensure management retention and motivate them to achieving the Falck Group s key objectives. Subsequent to pricing changes in the electricity market and the write-down of non-current assets relating to the Sicily Projects, which increased the net financial position/total equity ratio and led to a cut in capital expenditure in order to comply with financial covenants, the limits set in July 2011 for the period are no longer attainable. The amount charged in the 2011 financial statements was reversed this year with no further charge for e) Operating risks The risks relating to operating plants principally relate to the efficiency of the workforce and the operation and maintenance of the Group s proprietary plants to harness the optimum capacity and efficiency of each plant over the relevant useful life. The management and safety of the Falck Renewables Group s plants is carried out in compliance with the Integrated Environmental Authorisation, authorisations required by law and within the boundaries of Environmental Health & Safety rules. page 44.

45 FALCK SpA Annual report for the year ended 31 December Directors report In the event that plant management, technology and/or materials used were no longer efficient, some, or all, of the Group s owned plants may suffer a drop in the volume of electricity produced with a consequent negative impact on the Group s results, state of affairs and financial position. The Group actively oversees these potential risk areas and constantly monitors plant Operation and Maintenance activities to ensure full compliance with applicable regulations and optimum levels of efficiency and effectiveness when the plants are in service. The Group finalised a disaster recovery project on its ICT services at the Sesto San Giovanni headquarters as part of the continuous development of business continuity tools. f) Plant financing risks The Group finances its projects, in particular in the wind sector, principally through project financing and where necessary during the construction phase prior to receipt of these loans relies on the above-mentioned corporate loan secured on , or other bridging loans. The current financial crisis and the difficulties involved in raising debt has witnessed a general worsening in the economic conditions of project financing and an extension in the time taken to secure the finance. The Group continues to have access to this form of financing at economic conditions and within a timeframe that meets the construction and performance specifications of the financed projects Significant events after the balance sheet date Further to the matters set out in the note on the Sicily Projects, after the balance sheet date Falck Renewables SpA purchased 80,000 own shares with a face value of Euro 80,000 in April 2013 for Euro 66,892. The number of own shares held by Falck Renewables SpA following this transaction amounted to 260,000 with a total carrying value of Euro 238, representing an average share price of Euro 0.92 and 0.089% of Falck Renewables SpA s share capital. With regard to the transaction carried out by Falck Energy Sa (now SpA) in 2003 regarding payment of a financial award to the Group Chief Executive Officer at the time, following an agreement between the former and Falck SpA and the partial demerger of Falck Energy Sa (now SpA) that transferred its stake in Falck Renewables Wind Ltd to Falck Renewables SpA, the latter has requested a limited indemnity whereby Falck Renewables SpA and its subsidiaries and/or direct and indirect investments are indemnified and held harmless from any action and/or request and/or claim raised by any party and/or liability of any nature (even fiscal) and/or more generally any claims deriving and/or in any way related to the Consolidation Project (finalised on 15 November 2010) as a result of this award. This is also in consideration of the terms of article 2506 quater, paragraph 3, of the Italian Civil Code regarding the impact of mergers, whereby each company is severally liable, within the limit of its assigned or remaining net worth, for the unsettled liabilities of the demerged company. Falck SpA s board of directors approved the granting of this indemnity to Falck Renewables SpA up to a limit of Euro 9,270 thousand on 13 May An amount was received from the Italian Tax Authorities on 31 May 2013 in settlement of a tax dispute involving Sinfin Srl that merged with Falck SpA in page 45.

46 FALCK SpA Annual report for the year ended 31 December Directors report Management outlook and going concern With regard to the Renewable energy sector, the results will be affected by the following: The particularly weak economic situation will have a negative impact on European electricity prices although renewable energy will benefit from incentive mechanisms that will offset this effect (e.g. Italian green certificates); The reform of Italian legislation governing imbalance charges whereby commencing 2013 these will be recharged to energy producers also in respect of non-programmable resources, may negatively impact the revenue of wind power companies operating in Italy; Following the Ministry of Economic Development s Decree of regarding the abovementioned «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92» the Group companies Prima Srl and Frullo Energia Ambiente Srl, which operate under the CIP6 regime, will suffer a fall in revenue due to the decrease in the CEC component of this incentive unless the decree is repealed following the action filed by these companies as discussed previously. These negative factors will only be partially offset by the impact of a full year s production in 2013 of the Petralia (22.1 MW) and Ty Ru (10 MW) wind farms; with regard to plants under construction the Nutberry 15MW wind farm is expected to be completed and enter service in the first half of The UK authorised plants of West Browncastle (30 MW), Spaldington Airfield (up to 15 MW) and Kingsburn (up to 22.5 MW) are expected to come on stream in the second half of 2014, first half of 2015 and first half of 2016 respectively. The Group s capital expenditure policy will be affected by the financial covenants imposed by the corporate loan that was taken out on 14 January 2011, in particular the debt/equity ratio. The market and regulatory framework in which the Falck Group operates is undergoing drastic changes due to an overall reform of the incentives regime and the introduction of rules aimed at fostering competition in the renewables market and energy industry in general. These market developments, aggravated by the impact of the current economic crisis on electricity consumption, resulted in the review of the Group s business model in order to guarantee medium/long-term stability. In light of the above a medium/long-term business plan was approved that envisages a review of the Group s power plant portfolio favouring programmable renewable sources that are less dependent on incentives, and improvements in the Operation and Maintenance performance of plants in service. The core elements of the new business plan are performance planning, management and improvement, also to be attained by developing innovative solutions that could also be offered to third parties in future. Despite the current difficult financial and economic climate there is no doubt surrounding the ability of the business to continue as a going concern. The Other activities sector will continue to bear the cost of closing a number of companies. A dividend of approximately Euro 157 thousand is expected to be received from Unicredit SpA. page 46.

47 5.2 Consolidated financial statements for the year ended 31 December 2012

48 5.2.1 Consolidated balance sheet Assets A Note Non-current assets 1 Intangible assets (1) Property, plant and equipment (2) Financial assets (3) Medium/long-term financial receivables (4) Deferred income tax assets (7) Other receivables (6) Total B Current assets 1 Inventories (8) Trade receivables (5) Other receivables (6) Short-term financial receivables (4) Financial assets (9) Cash and cash equivalents (10) Total C Non-current assets held for sale Total assets Liabilities D Equity 1 Share capital Reserves (14.944) Retained earnings (Loss) for the year (56.347) (31.543) Equity attributable to owners of the parent (11) Non-controlling interests Total equity (11) E Non-current liabilities 1 Medium/long-term financial liabilities (14) Other non-current liabilities (16) Deferred income tax liabilities (7) Provisions for other liabilities and charges (12) Staff leaving indemnity (TFR) (13) Total F Current liabilities 1 Trade payables (15) Other payables (16) Short-term financial liabilities (14) Provisions for other liabilities and charges Total G Liabilities attributable to non-current assets held for sale Total liabilities page 48.

49 5.2.2 Consolidated income statement Note A Revenue (17) Direct labour costs (18) (8.171) (8.118) Direct costs (19) ( ) ( ) B Cost of sales ( ) ( ) C Gross profit Other income (20) Other employee costs (18) (13.480) (13.838) Administrative expenses (21) (34.314) (45.094) Writed-down of non-current assets (22) (70.946) D Operating (loss)/profit (23.125) Finance costs - net (23) (54.327) (52.930) Investment (costs) (24) (1.312) (19.056) E (Loss) before income tax (78.764) (7.339) Income tax expense (25) (15.081) (14.244) F (Loss) for the year (93.845) (21.583) G (Loss)/profit attributable to non-controlling interests (37.498) H Loss attributable to owners of the parent (56.347) (31.543) page 49.

50 5.2.3 Statement of comprehensive income Gross Tax Net Gross Tax Net A (Loss) for the year (78.764) (15.081) (93.845) (7.339) (14.244) (21.583) Other elements recognised in equity: B (Gains)/losses reversed to income statement in respect of available-for-sale financial assets, previously recorded in net equity (Gains)/losses reversed to income statement previously recognised in equity Foreign exchange differences on translation of overseas financial statements Fair value adjustment of available-for-sale financial assets (5.553) (5.553) (15.381) (15.381) Balance of actuarial gains/(losses) on employee benefits Fair value adjustments of derivatives designated as cash flow hedges (23.941) (15.654) (36.651) (25.432) Portion of other elements recorded in net equity relating to associates and joint ventures C Gains/(losses) recognised directly in equity in (28.548) the year (20.261) (50.981) (39.762) B+C Total other elements recognised in equity (22.854) (14.567) (35.983) (24.764) A+B+C Total recognised gains/(losses) ( ) (46.347) Attributable to: - owners of the parent (65.607) (46.448) - non-controlling interests (42.805) 101 page 50.

51 5.2.4 Consolidated cash flow statement Note Cash flows from operating activities (Loss) for the year (93.845) (21.583) Adjusted for: Amortisation of intangible assets (19) - (21) Impairment of intangible assets (19) - (21) Depreciation of property, plant and equipment (19) - (21) Impairment of property, plant and equipment (19) - (21) Write-down of non-current assets (22) Impairment/(revaluation) of equity investments (24) Impairment of financial receivables (1.313) Staff leaving indemnity provision (18) Finance income (23) (20.018) (46.230) Finance costs (23) Dividends received (24) (417) Share of profit of investments carried at equity (24) (747) (812) Gains/(losses) on disposal of intangible assets and property, plant and equipment (1.146) 151 Investment (income)/costs (24) (7.319) 678 Profit of non-current assets held for sale Other movements Income tax expense (income statement) (25) Operating profit before changes in net working capital and provisions Change in inventories (534) Change in trade receivables (10.115) Change in trade payables (17.446) (46.867) Change in other receivables/payables (132) (28.112) Net change in provisions (1.962) Change in employee payables - staff leaving indemnity paid during year (13) (694) (562) Cash generated from operating activities Interest paid (71.139) (86.754) Tax paid (7.438) (9.115) Net cash generated from/(used in) operating activities (1) (66.790) Cash flows from investing activities Dividends received (24) Proceeds from sale of property, plant and equipment Proceeds from sale of intangible assets 318 Proceeds from sale of investment activities Acquisition of intangible assets (1) (210) (216) Purchase of property, plant and equipment (2) (58.065) ( ) Acquisition of investments (762) (807) Sale of investments Change in scope of consolidation (12) Interest received (23) Net cash used in investing activities (2) (29.614) ( ) Cash flows from financing activities Dividends paid (3.880) (2.797) Expenses relating to share capital increase (3.393) Proceeds from ordinary share capital increase and capital contribution Proceeds from borrowings Loans granted (10) New borrowings Borrowing repayments (75.667) ( ) Net cash (used in)/from financing activities (3) (371) Net cash flows of disposed operating activities (4) Net increase in cash and cash equivalents and bank overdrafts ( ) Cash and cash equivalents and bank overdrafts at 1 January Exchange differences on cash and cash equivalents (878) (1.425) Cash and cash equivalents and bank overdrafts at 31 December (10) page 51.

52 5.2.5 Consolidated statement of changes in equity Share Reserves Fair Loss Equity Non- Total capital value for the attributable to controlling equity reserves year owners of interests the parent At (5.727) Appropriation of 2010 loss (5.727) Dividends (2.797) (2.797) Change in fair value Change in translation reserve Other movements (34.314) (383) (34.697) Loss for the year to 31 December 2011 (31.543) (31.543) (21.583) At (31.543) Appropriation of 2011 loss (31.543) Dividends (3.880) (3.880) Change in fair value Change in translation reserve Other movements (9.522) 141 (9.381) (5.725) (15.106) Loss for the year to 31 December 2012 (56.347) (56.347) (37.498) (93.845) At (56.347) page 52.

53 5.2.6 Notes to the consolidated financial statements Basis of preparation of the consolidated financial statements The consolidated financial statements for the year ended 31 December 2012 have been prepared in accordance with International Financial Reporting Standards (International Accounting Standards - IAS and International Financial Reporting Standards - IFRS), and the relevant interpretations (Standing Interpretations Committee SIC and International Financial Reporting Interpretations Committee IFRIC) endorsed by the European Union and the provisions pursuant to article 9 of Legislative Decree 38/2005. The financial statements used for consolidation purposes are those presented by the board of directors for approval at the shareholders meetings of each subsidiary, associate and joint venture and those submitted by the liquidators of Platani Energia Ambiente ScpA and Tifeo Energia Ambiente ScpA, reclassified and adjusted in line with International Financial Reporting Standards (IAS/IFRS) and Group policy. The subsidiaries Tifeo Energia Ambiente ScpA and Platani Energia Ambiente ScpA, which are consolidated on a line-by-line basis, are in liquidation and the 2012 interim liquidation accounts have not yet been submitted by the liquidators. Consequently, the draft interim liquidation accounts and correspondence with the liquidators of Tifeo and Platani provided to support the request for financial support of the shareholders were used for the purpose of preparing the consolidated financial statements for the year ended 31 December At the date of preparation of the 2012 Annual Report, the first (2010) and second (2011) interim liquidation accounts of Palermo Energia Ambiente ScpA (Pea) had not been approved. Pea is one of the Sicily Project companies (Bellolampo-Palermo) currently in liquidation, in which Falck SpA has a % interest and Falck Renewables SpA a % interest that was consolidated applying the proportional method up to the 2010 financial statements. This is due to a dispute with the shareholder Amia SpA. ( Amia ), which holds a 48% interest in Pea and is currently in extraordinary administration. Consequently, as joint control may not be exercised over Pea, the investment was already excluded from the scope of consolidation at 31 December In the event that an agreement cannot be reached with Amia regarding approval of Pea s liquidation accounts for three consecutive years, it is highly likely that the company will be dissolved pursuant to article 2490 of the Italian Civil Code. Similarly, commencing 2011 the Sicily Projects cash generating unit no longer includes the Palermo WtE plant but only those of Casteltermini (Platani) and Augusta (Tifeo). With regard to the layout of the consolidated financial statements, the Company has opted to present the following accounting statements:. Consolidated balance sheet The consolidated balance sheet is presented in sections with separate disclosure of assets and liabilities and equity. Assets and liabilities are classified in the consolidated financial statements as either current or noncurrent.. Consolidated income statement The consolidated income statement presents costs by function, also using the variable element of cost as a distinguishing factor. For a better understanding of the normal results of ordinary operating, financial and tax management activities, the income statement presents the following intermediate consolidated results: - gross profit; - operating profit; - profit before income tax; - profit for the period; - profit attributable to non-controlling interests; - profit attributable to owners of the parent. page 53.

54 5.2.6 Notes to the consolidated financial statements Segment reporting has been presented in respect of the business units in which the Group operates, as the information used by management to evaluate operating results and for decision-making purposes in the individual business units coincides with the economic and financial information of each segment.. Statement of comprehensive income The Group has opted to present two separate statements, consequently this statement discloses profit for the period including income and expenses recognised directly in equity.. Consolidated cash flow statement The consolidated cash flow statement presents an analysis by areas generating cash flows, as required by International Financial Reporting Standards.. Consolidated statement of changes in equity The consolidated statement of changes in equity is presented as required by International Financial Reporting Standards with separate disclosure of the profit for the year and each item of revenue, income, cost and expense not recorded in the income statement but charged directly to consolidated equity based on specific IAS/IFRS requirements. The consolidated financial statements of the Falck Group are prepared in Euro thousands unless otherwise stated. The consolidated financial statements for the year ended 31 December 2012 were approved by the board of directors on 12 June 2012 and publication of the annual report was authorised. The annual report is audited by Reconta Ernst & Young SpA under the terms of the engagement approved in the AGM of 22 May Scope of consolidation The consolidated financial statements for the year ended 31 December 2012 include the financial statements of the parent company Falck SpA and all of the subsidiaries in which it holds, either directly or indirectly, majority voting rights. The companies in which the parent company exercises joint control with other shareholders (jointventures) are consolidated applying the proportional method, while those companies over which the Group exercises a significant influence are accounted for using the equity method. The Falck Group consists of 63 companies, 56 of which are consolidated on a line-to-line basis, 4 are consolidated applying the proportional method and 3 are valued at cost. The companies included in the scope of consolidation at 31 December 2012 are disclosed in the supplementary information (note 5.3). Parc Eolien de Baud Sarl, SE Kernebet Sas and Actelios Etnea Srl are no longer consolidated on a line-by-line basis following their disposal in November 2012; Falck Energy Iran Sa, Falck Financial Services Sa and Cushnie Wind Energy Ltd have also been excluded following their final liquidation and removal from the companies register while Riesfactoring SpA is no longer included as it merged with Sesto Siderservizi Srl. Falck Renewables Energy Srl, Wysoka Wind Farm Sp. Zoo, Falck Renewables Gmbh und co. KG, Falck Renewables Verwaltungs Gmbh and Parc Eolien d Illois Sarl have been consolidated for the first time on a lineby-line basis. Eolica Calabra Srl and AGR Ventures Malaysia Sdn Bnd, previously valued at cost, were also excluded from the scope of consolidation following their liquidation and removal from the companies register in the course of Following changes to the shareholder agreements (that came into effect on 13 March 2012) involving the three Spanish companies (Parque Eolico La Carracha Sl, Parque Eolico Plana de Jarreta Sl and Nuevos Parque Eolicos La Muela AIE), in which Falck Renewables Wind Ltd holds 26% interests respectively, these are now considered joint ventures and were consolidated applying the equity method up to 31 March 2012 and the proportional method from 1 April This changeover to the proportional method resulted in an increase of page 54.

55 5.2.6 Notes to the consolidated financial statements Euro 2.4 million in EBITDA for the nine-month period, while the consolidated net financial position increased by Euro 10.4 million Principles of consolidation The companies included within the scope of consolidation applying the line-by-line method are those controlled by the parent company, also through indirect holdings. The companies on which the parent company exercises joint control together with other third parties are consolidated applying the proportional method. Associated companies are accounted for under the equity method. The financial statements of the companies included within the scope of consolidation have been adjusted, where necessary, to bring them into line with Group accounting policies that conform to IAS/IFRS. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which the parent company gains control and up to the date on which this control ceases. All significant intercompany balances and transactions are eliminated. Profits arising on transactions between consolidated entities, or with companies accounted for under the equity method, which are included within assets at the year-end as they are not yet realised, are eliminated if significant. The book value of consolidated investments is eliminated against the related share of equity inclusive of any fair value adjustments on acquisition. The resulting difference is treated as goodwill and is accounted for in accordance with IFRS 3. The non-controlling interests in net equity and profit for the period of consolidated entities are disclosed under separate headings in the consolidated balance sheet and income statement. Differences between acquisition cost and net equity at current fair values at the acquisition date are, where possible, allocated to specific assets and liabilities of the acquired company. In the event that the residual difference relates to a higher purchase price paid for goodwill this is recorded within intangible assets and subjected to an impairment test on an annual basis. Where the remaining difference is negative the amount is charged against the consolidation reserve in equity. The ownership percentage used for companies consolidated either line-by-line or proportionally is the statutory amount considering also indirect holdings. Dividends received by the parent company or other consolidated companies from investments included within the scope of consolidation are reversed in the consolidated income statement. The assets and liabilities in the financial statements of subsidiaries denominated in foreign currencies are translated to Euro applying the year-end exchange rate. The income statements of the financial statements of subsidiaries denominated in foreign currencies are translated to Euro using the average exchange rate for the year. The differences arising from the translation of opening balances at year-end rates are recorded in the translation reserve together with the difference arising on translation of the income statement and balance sheet values of profit for the year. The following exchange rates were used to translate the financial statements: Average rate Average rate Pounds Sterling (GBP) ,8678 0,8353 US Dollar (USD) Turkish Lira (TYR) Polish Zloty (PLN) Accounting policies The valuation and measurement of the financial information for the year ended 31 December 2012 have been based on the IAS/IFRS currently in force and the related interpretations as set out in the documents issued to page 55.

56 5.2.6 Notes to the consolidated financial statements date by the International Financial Reporting Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC). The consolidated financial statements are prepared in Euro and all values are rounded to thousands of Euro except where otherwise indicated. The consolidated financial statements are prepared under the historical cost convention, with the exception of derivative instruments and financial assets held for trading, which are measured at fair value. Non-current assets and tangible fixed assets held for sale are recorded at the lower of net book value and fair value less costs to sell. Preparation of the consolidated financial statements in accordance with IFRS requires management to make estimates, valuations and assumptions on the accounting value of a number of assets and liabilities and related disclosures, and contingent assets and liabilities at the date of the financial statements. The estimates and assumptions are based on historical results and other reasonable information and are adopted when the carrying value of the assets or liabilities may not be reliably estimated using other sources. Actual amounts may differ from estimates. These estimates and assumptions are reviewed periodically and the effects of all differences relating to the current accounting period are recognised in the income statement. Where the adjustment covers both current and future reporting periods, the adjustment is recorded in the year in which the adjustment is made and future periods. The actual results may differ, in some cases significantly, from the estimated amounts due to changes in the circumstances on which the estimate was based. The accounting policies are consistent with those of the previous financial year with the exception of the following amendment to IFRS that came into force on 1 January 2012: IFRS 7 Financial instruments: Disclosures transfers of financial assets The IASB published an amendment to IFRS 7 in order to improve disclosures on financial assets. These disclosures relate to transferred assets (as defined in IAS 39). Where the transferred financial assets are not derecognised in their entirety, an entity is required to provide disclosures that allow users of financial statements to understand the relationship between transferred financial assets and the associated liabilities. Where transferred assets are derecognised in their entirety and where the entity has a continuing involvement, disclosures are required in order to allow the users of financial statements to understand the nature of the entity s continuing involvement in the derecognised assets and the associated risks. The effective date for the amendment is annual periods beginning on or after 1 July 2011; comparative disclosures are not required. This amendment did not have an impact on the Group s results or financial position. IFRS and/or interpretations issued but not yet effective and/or endorsed The effective dates of the standards listed below are those determined by the IASB on approval of each standard or amendment. With regard to the new IFRS 10, IFRS 11, IFRS 12 and amendments to IAS 27 and IAS 28, European endorsement requires mandatory adoption no later than financial years beginning on or after 1 January 2014 (compared to the date required for IASB of 1 January 2013). The Group has not elected to early adopt any new standards or interpretations. IAS 1 Presentation of Financial Statements Presentation of items of other comprehensive income The amendment to IAS 1 changes the grouping of items of other comprehensive income. Items that could be reclassified (or recycled) to profit or loss at a future point in time (for example, the net gain on hedging of net investments, foreign exchange gains and losses arising from translations of financial statements of a foreign operation, the net gain on a cash flow hedge and the net gain/loss on available-for-sale financial assets) should be presented separately from items that will never be reclassified (for example, actuarial gains and losses on defined benefit plans and the revaluation of land and buildings). The amendments only change the presentation page 56.

57 5.2.6 Notes to the consolidated financial statements of the items and have no impact on the Group s results or net financial position. The amendments are effective for annual periods beginning on or after 1 July IAS 12 Deferred Tax: Recovery of Underlying Assets This amendment to IAS 12 includes the presumption that recovery of the carrying amount of an investment property, measured using the fair value model in IAS 40, will normally be through sale and that the related deferred tax asset should be measured on a sale basis. The presumption is rebutted if the investment property is depreciable and it is held within a business model whose objective is to consume substantially all of the economic benefits in the investment property over time, rather than through sale. In particular IAS 12 requires that the deferred tax on non-depreciable assets measured using the revaluation model in IAS 16 should always be determined on a sale basis. The amendments are mandatory for annual periods beginning on or after 1 January 2013.This amendment will not impact the Group s results. IAS 19 (2011) - Employee Benefits The IASB has issued numerous amendments to IAS 19. These range from radical changes such as elimination of the corridor method and the concept of expected return on plan assets, to simple clarification and terminology. The amendment of this principle will impact the net cost of the plan as the expected return on the plan assets will be calculated using the same interest rate applied to discount the liability. The amendments are effective for accounting periods commencing on or after 1 January IAS 28 (2011) Investments in Associates and Joint Ventures (revised 2011) Following publication of the new IFRS 11 Joint Arrangements and IFRS 12 Disclosure of Interests in Other Entities, IAS 28 was renamed Investments in Associates and Joint Ventures and outlines how to apply the equity method to investments in joint ventures as well as associates. The amendments apply to annual periods beginning on or after 1 January IAS 32 Disclosures - Offsetting financial assets and financial liabilities Amendments to IAS 32 The amendments clarify the meaning of currently has a legally enforceable right of set-off and also clarify the application of IAS 32 offsetting criteria to settlement systems (such as central clearing house systems) which apply gross settlement mechanisms that are not simultaneous. These amendments should not impact the Group s results and net financial position and are to be applied to annual periods beginning on or after 1 January IFRS 1 First-time adoption of IFRS: Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters When an entity s date of transition to IFRS is on, or after, the functional currency normalisation date, the entity may elect to measure all assets and liabilities, held before the functional currency normalisation date, at fair value on the date of transition to IFRS. The fair value may be used as the deemed cost of those assets and liabilities in the opening IFRS statement of financial position. However, this exemption may only be applied to assets and liabilities that were subject to severe hyperinflation. The effective date is for annual periods beginning on or after 1 January 2013: earlier application is permitted. This amendment is not believed to impact the Group s results. IFRS 1 Government loans (Amendments to IFRS 1) These amendments require first-time adopters of IFRS to apply the requirements of IAS 20 Accounting for Government Grants and Disclosure of Government Assistance prospectively to government loans existing at the date of transition to IFRS. The entity may choose to apply the requirements of IAS 39 and IAS 20 to government loans retrospectively if the information needed to do so had been obtained at the time of initially accounting for those loans. The exception will give first-time adopters relief from retrospective measurement of government loans with a below-market rate of interest. The amendment is effective for annual periods beginning on or after 1 January This impact will not affect the Group. page 57.

58 5.2.6 Notes to the consolidated financial statements IFRS 7 Disclosures Offsetting Financial Assets and Financial Liabilities (amendments to IRFS 7 Financial instruments: Disclosures) These amendments require an entity to disclose information about rights of set-off and related arrangements (such as collateral agreements). This information will provide users of financial statements with information about the effect of such rights and arrangements on the entity s financial position. The new disclosures are required for all recognised financial instruments that are set off in accordance with IAS 32 Financial instruments: Presentation. These disclosures also apply to recognised financial instruments that are subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are set-off in accordance with IAS 32. These amendments will not impact the Group s results and net financial position and are to be applied to annual periods beginning on or after 1 January IFRS 10 Consolidated Financial Statements, IAS 27 (2011) Separate Financial Statements IFRS 10 replaces the portion of IAS 27 Consolidated and Separate Financial Statements that addresses the accounting for consolidated financial statements. It also includes the issues raised in SIC-12 Consolidation Special Purpose Entities. IFRS 10 establishes a single control model that applies to all entities (including special purpose entities ). The changes introduced by IFRS 10 will require management to exercise significant judgement to determine which entities are controlled, and therefore are required to be consolidated by a parent, compared with the requirements that were in IAS 27. Based on a preliminary analysis it is not expected that IFRS 10 will have an impact on the Group s current investments. This standard is effective for annual periods beginning on or after 1 January IFRS 11 Joint Arrangements IFRS 11 replaces IAS 31 Interests in Joint ventures and SIC-13 Jointly-controlled Entities Non-monetary Contributions by Venturers. IFRS 11 removes the option to account for jointly controlled entities using proportionate consolidation. Jointly controlled entities that meet the definition of a joint venture must be accounted for using the equity method. Application of this standard will impact the Group s results, state of affairs and financial position. This change in accounting practice will be applicable to the joint ventures currently consolidated using proportionate consolidation, namely Frullo Energia Ambiente Srl (49% interest) and Nuevos Parque Eolico La Muela, Parque Eolico La Carracha and Parque Eolico Plana de Jarreta (26% interest). The standard will be applied for the accounting period beginning 1 January 2014 and will be applied retrospectively to joint arrangements held at the date of first-time adoption. For disclosure purposes, early adoption of IFRS 12 in preparing the 2012 statements would have resulted in a fall in both revenue and operating profit of Euro 22,177 thousand and Euro 5,601 thousand respectively as the joint venture results would no longer be included in operating profit. EBITDA would have been Euro 12,589 thousand lower while the reported loss for the year would remain unchanged. The consolidated net financial position would decrease by Euro 35,485 thousand. Palermo Energia Ambiente was previously consolidated using the proportionate method and as it has now been derecognised and written-off in full the new standard will not impact the results. IFRS 12 Disclosure of Interests in Other Entities IFRS12 includes all of the disclosures that were previously in IAS 27 related to consolidated financial statements, as well as all of the disclosures that were previously included in IAS 31 and IAS 28. These disclosures relate to an entity s interest in subsidiaries, joint arrangements, associates and structured entities. A number of new disclosures are also required. The standard will not impact the Group s results or net financial position. This standard is effective for annual periods beginning on or after 1 January page 58.

59 5.2.6 Notes to the consolidated financial statements IFRS 13 Fair Value Measurement IFRS 13 establishes a single source of guidance under IFRS for all fair value measurements. IFRS 13 does not change when an entity is required to use fair value, but rather, provides guidance on how to measure fair value under IFRS when fair value is required or permitted by IFRS. The Group is currently assessing the impact this standard will have on the results and net financial position but based on a preliminary analysis this is not believed to be significant. This standard is effective for annual periods beginning on or after 1 January Improvements to IFRS (May 2012) The adoption of the following amendments will not impact the Group s results or financial position. IFRS 1 First-time adoption of International Financial Reporting Standards This improvement clarifies that an entity that stopped applying IFRS in the past and chooses, or is required, to re-apply IFRS is permitted to do so. If IFRS 1 is not re-applied, an entity must retrospectively restate its financial statements as if it had never stopped applying IFRS. IAS 1 Presentation of financial statements This amendment clarifies the difference between voluntary additional comparative information and the minimum required comparative information. Generally, the minimum required comparative period is the previous period. IAS 16 Property, plant and equipment This amendment clarifies that major spare parts and servicing equipment that meet the definition of property, plant and equipment are not inventory. IAS 32 Financial instruments: Presentation This amendment clarifies that income tax arising from distributions to equity holders are accounted for in accordance with IAS 12 Income Taxes. IAS 34 Interim Financial Reporting This improvement aligns the disclosure requirements for total segment assets with total segment liabilities. This clarification also ensures that interim disclosures are aligned with annual disclosures. These improvements are effective for annual reporting periods commencing on or after 1 January The Group has not early adopted any standard, interpretation or improvement issued but not yet effective. The principal accounting policies and valuation methods adopted in the preparation of these consolidated financial statements are set out below: Intangible assets An intangible asset is recorded only when it is identifiable, controllable, is expected to generate economic benefits in future periods and the cost may be reliably measured. Intangible assets are recorded at cost including directly attributable expenses and are amortised systematically over their estimated useful economic life. Intangible assets with a finite useful life are classified at cost net of accumulated amortisation and any impairment losses. Amortisation is based on the estimated useful life and commences when the asset is available for use. Intangible assets with an indefinite useful life and those not available for use are tested for impairment. This test consists in a comparison between the future estimated cash flows from the intangible asset and the net book value. The method of discounted operating cash flows is applied based on projections included in future business plans approved by company management. Costs relating to the acquisition of CIP 6/92 rights are amortised over the related benefit period. page 59.

60 5.2.6 Notes to the consolidated financial statements Goodwill principally relates to the differences arising on first-time consolidation between the book value of the investments and the corresponding share of equity of the consolidated companies, adjusted in order to take into consideration both significant intercompany transactions and the fair values of the identifiable assets and liabilities of the acquired company. Goodwill that did not originate from consolidation differences relates to the purchase price paid by Frullo Energia Ambiente Srl following acquisition of a business. Goodwill is subjected to an impairment test, at least on an annual basis, in order to identify permanent reductions in value. In order to perform the impairment test correctly, goodwill has been allocated to each of the cash generating units (CGUs) that benefit from the acquisition. The CGUs identified within the Falck Group are the various cash-flow generating projects: Falck Renewables SpA (formerly Actelios SpA), Italian Lao Group (for the investment property in Ventiane), Trezzo, Rende, Frullo, Esposito Servizi Ecologici, Solar Mesagne, Actelios Solar, the Sicily Projects (Casteltermini and Augusta projects), Cabezo, Boyndie, San Sostene, Minervino Murge, Earlsburn, Cambrian, Millennium, Ben Aketil, Kilbraur, Buddusò-Alà dei Sardi, Petralia, Esquennois, Fouy, Cretes, Ty Ru, Falck Renewables Wind and La Muela (La Carracha and Plana de Jarreta wind farms). The Bellolampo-Palermo Sicily Project that is operated by Palermo Energia Ambiente ScpA is no longer included in the Sicily Project CGUs. Property, plant and equipment Property, plant and equipment is recorded at acquisition or production cost including directly attributable costs. Property, plant and equipment is valued at cost, net of depreciation and accumulated impairment losses, with the exception of land, which is not depreciated and is valued at cost less accumulated impairment losses. In the event that significant components of an item of property, plant and equipment have differing useful lives, each component is attributed a separate useful life for depreciation purposes (component approach). The depreciation rates applied represent the estimated useful life of the assets. The rates applied to the various asset categories are as follows: The depreciation rates applied represent the estimated useful life of the assets. The rates applied to the various asset categories are as follows: (%) Industrial buildings light construction General and specific plant Heavy plant and operating machinery 9-10 Equipment Office machinery and equipment Vehicles These rates are applied based on months of actual use with regard to assets that come into use during the year. Ordinary maintenance costs are charged to expenses in the year in which they are incurred. Maintenance costs that increase the future economic benefits derived from the assets are capitalised on the related asset and depreciated over the residual useful life. Borrowing costs for the construction of a plant or its acquisition are capitalised up until the moment in which the asset is ready for use in the production process. Depreciation is applied from the date on which temporary approval (or equivalent status) is awarded to the plant or areas of it that are capable of operating at full regime as defined by management. From this date, finance costs and expenses attributable to the approved plant or areas within it are no longer capitalised and are charged to the income statement. With regard to the Sicily Projects, property, plant and equipment was measured taking into consideration the current litigation with the Department of the Sicily Region, as detailed in note Sicily Projects of the directors report. Impairment of assets In the presence of circumstances that potentially indicate a loss in value, impairment tests are conducted on tangible and intangible assets with an indefinite useful life, by estimating the recoverable amount of the asset page 60.

61 5.2.6 Notes to the consolidated financial statements and comparing it with the related net book value. In the event that the recoverable value is lower than the carrying value, an impairment loss is recognised in the income statement. Where there is an indication that an impairment loss recognised in a previous accounting period is no longer required, the carrying amount is restated to the new estimated recoverable value which may not exceed the carrying value that would have been recognised had the original impairment not occurred. The reversal is also recorded in the income statement. Given the presence of external indicators including the market capitalisation of the Group at 31 December 2012 of Euro 283,691 thousand, which is lower than the carrying amount of total equity of Euro 343,987 thousand, an impairment test was performed on the operating and non-operating assets of the Falck Renewables Group that did not give rise to the recognition of an impairment loss against assets. Investments and securities Investments in subsidiaries and associates Investments in subsidiaries excluded from the scope of consolidation are valued at cost when the effect of their consolidation would not have a significant impact on the consolidated financial position and on the consolidated profit for the period. Investments in associates in which the Falck Group holds more than 20% (or 10% if listed) are valued applying the equity method. Investments in other companies and other securities In accordance with IAS 39 and 32, investments in companies that are neither subsidiaries nor associates are measured at fair value through profit or loss with the exception of those circumstances in which market price or fair value cannot be determined, in which case the cost method is applied. Gains and losses arising on adjustments to value are recognised as a specific reserve within equity. Where impairment losses exist or in the event of disposal of the related asset, the gains and losses recorded in equity up until this point are recycled to the income statement. Investments held for sale are measured at fair value with any adjustment recognised in the income statement. Cost is reduced for any impairment losses in the event that investments have recorded losses and no profits are foreseeable in the near future to cover these losses; the original value may be restated in subsequent accounting periods in the event that the circumstances that gave rise to the write-down no longer exist. Joint-ventures Holdings in joint ventures are consolidated applying the proportional method whereby the consolidated financial statements reflect line-by-line the relevant share of the assets, liabilities, profits and losses of the entity in which the company holds an interest. Financial assets Classification In accordance with IAS 39 and IAS 32, financial assets are classified into the following four categories: 1. Financial assets at fair value through profit or loss ; 2. Held-to-maturity investments; 3. Loans and receivables; 4. Available-for-sale financial assets. The classification depends on the reason for which the investment was initially purchased and is subsequently held and management is required to determine the initial classification on initial recognition updating this at each financial year-end. A description of the principal characteristics of each asset category detailed above may be summarised as follows: Financial assets at fair value through profit or loss This category has two sub-categories: page 61.

62 5.2.6 Notes to the consolidated financial statements 1. Financial assets held for trading; 2. Financial assets designated to the fair value category on initial recognition. This category includes all financial investments, except for equity instruments that are not quoted in an active market but for which a fair value may be reliably measured. Financial instruments, with the exception of hedge instruments, are included in this category and their fair value recorded in the income statement. All assets within this category are classified as current if they are held for trading purposes or where disposal is expected within 12 months from the year end. Designation of a financial instrument to this category is irrevocable and may take place only on initial recognition. Held-to-maturity investments Held-to-maturity investments are financial assets with fixed or determinable payments and fixed maturity, which the Group intends to hold to maturity (e.g. underwritten debentures). Evaluation of the intent and ability to hold the asset to maturity must be made on initial recognition and at each subsequent balance sheet date. In the event of sale before maturity (of a significant amount and not in exceptional circumstances) of held-tomaturity securities, all such investments are reclassified as financial assets held for trading and measured at fair value. Loans and receivables Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted on an active market and which the Group does not intend to trade in. These are included in current assets with the exception of the portion expiring more than 12 months after the balance sheet date, which is classified in non-current assets. Loans and receivables are classified within the financial statements under the headings financial receivables and other receivables. Available-for-sale financial assets All non-derivative instruments that are not classified in another category are designated as available-for-sale financial assets. These are classified as non-current assets unless management intends to dispose of them within 12 months of the balance sheet date. Accounting treatment Financial assets at fair value through profit or loss held for trading (category 1) and available-for-sale financial assets (category 4) are recorded at fair value including costs directly attributable to acquisition. Gains or losses relating to financial assets held for trading are recognised immediately in the income statement. Gains or losses relating to financial assets available for sale are recorded within a separate heading in equity until they are sold or otherwise disposed of, or until circumstances indicate they may be impaired. Where any of these events takes place, all gains or losses recognised to date and recorded in equity are reclassified to the income statement. For this purpose the Group has defined quantitative parameters that identify a prolonged and significant decline in market prices, with particular reference to a significant decrease in terms of value and a prolonged decrease over time. Fair value represents the amount at which an asset may be exchanged or a liability settled in an arm s length transaction between knowledgeable, willing parties. As a result it is assumed that the entity is a going concern and that neither party needs to liquidate its assets through transactions applying unfavourable terms. In the case of securities traded on an active market, fair value is determined with reference to the bid price at the end of trading at the balance sheet date. In the event that a market valuation is not available for the investment, fair value is determined either based on the current market value of another substantially similar financial instrument or applying appropriate valuation techniques (discounted cash flows - DCF). page 62.

63 5.2.6 Notes to the consolidated financial statements Where fair value may not be reliably determined, the financial asset is valued at cost with disclosure in the notes to the financial statements regarding the type of asset and explanation of the accounting treatment. Held-to-maturity investments (category 2) and loans and receivables (category 3) are recorded at cost representing the fair value of the initial consideration exchanged and are subsequently valued applying the amortised cost method utilising the effective interest rate and taking into consideration any discounts or premiums received at the date of acquisition in order to record them over the entire period of ownership up to maturity. Gains and losses are recognised in the income statement either when the investment reaches maturity or where circumstances indicate that it has suffered an impairment loss, in the same way they are identified during the normal amortisation period foreseen by the amortised cost method. Investments in financial assets may be derecognised only when the contractual rights to receive cash flows from the investments have expired (e.g. final payment of underwritten bonds) or when the Group transfers the financial asset together with all of the related risks and rewards. The Company has entered into Interest Rate Swaps (IRS) in order to cover the risk arising on changes in interest rates of project financing contracts. Where possible the Group adopts hedge accounting in relation to these financial instruments, ensuring compliance with IAS 39. Inventories Finished goods are stated at the lower of purchase cost and net realisable value. Purchase cost is determined using the weighted average cost method. Obsolete and slow moving inventory is valued based on possible future use or realisation. With regard to contract work in progress that spans more than one accounting period, valuation is based on income earned to date with reasonable certainty, determined by comparing actual costs to date with the total estimated costs to completion. Receivables Receivables are initially recorded at the fair value of the amount to be received, which for this category normally relates to the nominal value indicated on the invoice, adjusted where necessary to the estimated recoverable amount through recognition of a provision for doubtful accounts. Subsequently, where the required conditions exist, receivables are valued applying the amortised cost method. Cash and cash equivalents Cash and cash equivalents include cash on hand and demand and short-term deposits, the latter maturing in less than three months at the outset. Cash and cash equivalents are recorded at nominal value, or in the case of balances denominated in foreign currency at the year-end spot rate, which represents the fair value. Non-current assets disposed of or held for sale (Discontinued operations) Non-current assets that have been disposed of or that are held for sale include those assets (or groups of assets) due to be disposed of and for which the accounting value will be recovered principally through sale rather than future use. Non-current assets held for sale are valued at the lower of their carrying amount and fair value less costs to sell. In accordance with IFRS, information relating to discontinued operations is presented in two specific headings in the balance sheet: non-current assets held for sale and liabilities attributable to non-current assets held for sale; and in a specific heading in the income statement: net profit/(loss) of discontinued operations or noncurrent assets held for sale. Provisions Provisions are recognised when a present obligation (legal or constructive) exists as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate of the amount may be made. No provision is made for risks in relation to which the recognition of a liability is only possible. In this case the risk is disclosed in the relevant note on contingencies and commitments and no provision is made. page 63.

64 5.2.6 Notes to the consolidated financial statements Provisions may be analysed as follows: Litigation This provision includes the charge for future costs relating to legal proceedings. Investments Provision is made to recognise potential impairment losses in the carrying value of non-consolidated subsidiaries. Environmental This provision comprises future obligations in relation to the decommissioning of power plants at the end of their useful life, with a corresponding increase in the book value of the asset to which the obligation relates, which are calculated based on independent expert valuations. The portion of the total classified in property, plant and equipment that exceeds the amount expected to be realised on sale of the recovered materials is subject to depreciation. This provision also includes amounts provided to meet future commitments in relation to the redevelopment of landfills in accordance with the obligations undertaken on receipt of authorisations from the relevant authorities. These provisions are based on estimates prepared by specialist enterprises and are charged to the income statement. Sundry risks provision This provision includes all other future liabilities not included above, which are reasonably quantifiable but for which the date of occurrence is uncertain. Staff leaving indemnity (TFR) Post-employment defined benefits and other long-term employee benefits are subject to actuarial valuation. The liability recognised in the balance sheet is the present value of the Group s obligations. Actuarial gains and losses are recognised in the income statement. Valuation of the liability is performed by independent actuaries. Pursuant to Finance Act 296 of 27 December 2006, only the liability relating to the TFR held within the company has been valued for the purpose of IAS 19 as future provisions are paid to a separate entity. Consequently, in respect of future payments the company is not subject to the reporting requirements relating to the future benefits payable during employment. Trade payables Trade payables with normal trading terms are recorded at nominal value. Where the payment terms are such that a financial transaction exists, the nominal value of the liabilities measured applying the amortised cost method is discounted and the difference included in finance costs. Trade payables denominated in foreign currency are translated at year-end exchange rates and the gains and losses arising on exchange are recognised in the income statement in the period in which they arise. Borrowings and financial liabilities Borrowings are recognised initially at fair value, net of transaction costs incurred. Subsequently, borrowings are stated at amortised cost. Finance costs are determined using the effective interest method. Other financial liabilities comprise derivative instruments entered into in order to hedge interest rate risk. Where possible the Group adopts hedge accounting in relation to these financial instruments, ensuring compliance with IAS 39. Current tax liabilities The provision for income taxes is based on the estimated taxable income for the period for each individual company, taking into consideration tax credits and losses brought forward and utilised in the period. Accruals, prepayments and deferrals Accruals, prepayments and deferrals are determined applying the accruals concept. page 64.

65 5.2.6 Notes to the consolidated financial statements Share capital Ordinary shares are classified within share capital at nominal value. Incremental costs directly attributable to capital transactions by the parent company are recorded as a deduction in equity. Foreign currency translation The functional currency of the Group is the Euro, representing the currency in which the consolidated financial statements are prepared and presented. Foreign currency transactions are recorded at the exchange rate existing at the date of the transaction. Receivables and payables are translated at the closing rate at the balance sheet date. Exchange gains or losses arising on translation are recognised in the income statement in the period in which they arise. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction. Non-monetary items measured at fair value are translated using the exchange rate at the date when the fair value was determined. Revenue recognition Revenue is recorded net of returns, discounts and rebates, as well as direct taxes on the sale of goods or provision of services. Revenue from product sales Revenue from the sale of products is recognised on the transfer of ownership, which normally takes place on delivery or despatch of the goods. Revenue also includes income from the sale of Green Certificates (in Italy) and ROCs (in the UK) which are accounted for applying the accruals concept taking into account the accounting period in which the electricity was generated by renewable sources and in proportion to overall production. With regard to Green Certificates, for the purpose of preparing the financial statements, the Group records a receivable due from GSE and the corresponding income for revenue attributable to the period. The Group has opted for the guaranteed Green Certificates purchase arrangement with the GSE applying the price established by current regulations to the final quantity, as disclosed in note Regulatory framework. The final quantity of Green Certificates issued refers to certificates issued by the GSE, based on actual production, in the year following that in which the production that benefits from incentives took place. Revenue from services Revenue from services is recognised once the service has been rendered. Interest Finance income is accounted for applying the accruals concept. Dividends Dividends are recognised when the right to receipt of the dividend is established, which normally corresponds to the approval of distribution in the shareholders meeting. Government grants Government grants are recognised when there is reasonable assurance that an entity will comply with any conditions attached and that the grant will be received. Where grants are awarded to cover expenditure, they are classified as income and recognised in the period in which the related costs are incurred. Where grants are received towards the cost of an asset, both the asset and the grant are recorded at nominal value and systematically charged to the income statement over the useful life of the corresponding asset. Where the Group receives a non-monetary grant, the asset and the grant are recorded at nominal value and systematically charged to the income statement over the useful life of the corresponding asset. Where loans or subsidies awarded by government authorities or similar institutions bear interest rates below current market rates, the benefit arising from this difference is recognised as an additional government grant. page 65.

66 5.2.6 Notes to the consolidated financial statements Other income Other income comprises amounts that do not relate to the core business of the Group and, in accordance with IAS 1 which has been applied from 1 January 2005, they are classified in ordinary activities and are disclosed separately in the notes to the financial statements where significant in value. Costs Costs are recognised net of returns, discounts, bonuses and premiums, as well as direct taxes relating to the purchase of goods and services. Taxation including deferred income tax Income tax is calculated and provided for based on estimated taxable income for the year and applying existing tax legislation. Deferred income taxes are calculated applying the liability method on all temporary differences between the tax bases of assets and liabilities and the financial reporting values at the balance sheet date. Deferred income tax assets are recognised only where it is probable that the temporary differences will reverse in the immediate future and to the extent that there will be sufficient taxable income against which these temporary differences may be utilised. The balance of deferred income tax assets is reviewed at each balance sheet date and a valuation allowance is provided in the event that it is no longer probable that sufficient future taxable profits will be available to offset all or part of the tax credit. Unrecognised deferred income tax assets are reviewed at each balance sheet date and are recognised where it is probable that they may be recovered against future taxable profits. Income taxes on items recognised directly in equity are also recognised in equity and not through the income statement. Deferred income tax assets and liabilities are measured at the enacted tax rates that will be in effect in the periods in which the assets are realised or the liability is settled and are classified in non-current assets and liabilities, respectively. VAT Revenue, costs and assets are recorded net of VAT except where: - VAT on the purchase of goods or services is not deductible in which case it is included in the purchase cost of the asset or as part of the cost charged to the income statement; - It relates to trade receivables and payables disclosed gross of VAT. The net balance of VAT recoverable is recorded in trade receivables or payables Financial risk management: objectives and criteria The financial instruments of the Group, other than derivatives, comprise bank borrowings, demand and shortterm bank deposits. Similar instruments are employed in financing the Group s operating activities. The Group uses derivative financial instruments, principally interest rate swaps, with the aim of managing interest rate risk on its transactions and various forms of financing. The Group s debt financing exposes it to a variety of financial risks that include interest rate, liquidity and credit risk. Interest rate risk The Group s exposure to market risk in respect of variations in interest rates principally relates to the long-term obligations entered into by the Group using a mix of fixed and variable interest rates. In order to manage this mix effectively, the Group purchases interest rate swaps under which it agrees to exchange, at specific levels, the difference between fixed interest rates and variable rates calculated on a pre-determined notional capital amount. The swaps are designated to hedge the underlying obligations. page 66.

67 5.2.6 Notes to the consolidated financial statements Credit risk The Group only trades with reliable and reputable customers. Credit risk relates to the other financial activities of the Group that include cash and cash equivalents, availablefor-sale financial assets and a number of derivative instruments, and present a maximum risk equal to the carrying amount of these assets. Liquidity risk The objective of the Group is to achieve a balance between maintaining available funds and ensuring flexibility through the use of loans and bank overdrafts. The Group, through Falck Renewables SpA, entered into a loan agreement for Euro 165,000 thousand on 14 January 2011 that matures on 30 June 2015, with the purpose of funding the parent company s liquidity requirements and to provide capital to and finance its subsidiaries. This loan is subject to financial covenants comprising the ratio of EBITDA/net financial position and net financial position/total equity, calculated based on the amounts disclosed in the consolidated financial statements. The covenants were met at 31 December 2012: the fall in total equity resulting from the impairment losses and write-downs described earlier, largely in respect of the Sicily Projects, affected the net financial position/total equity ratio that equalled approximately 2.45 compared to the covenant of The covenants for future semesters commencing 30 June 2013 up to and including 31 December 2014, are 3.09; 2.98; 3.18 and 2.97 respectively. In the event that Falck Renewables SpA fails to meet the loan covenants this also represents a breach of Falck SpA s loan as disclosed below. The Group, through Falck SpA secured another loan for Euro 135 million. Approximately Euro 91.5 million of this loan had been drawn down at 31 December This loan envisages financial covenants, based on the figures in the consolidated financial statements, comprising the ratio of EBITDA to net financial position and the trading prices of Falck SpA and Falck Energy SpA s investments in Falck Renewables SpA, Unicredit SpA, Intesa San Paolo SpA, Assicurazioni Generali SpA, Hera SpA to the amount drawn down on the loan. The Falck SpA loan is not required to meet the net financial position to total equity covenant. All covenants had been met at 31 December Capital risk management The key objectives of the Group regarding capital management are creating value for its shareholders and ensuring the going concern of the business. The Group has also established the objective of maintaining the best possible capital structure in order to reduce the cost of debt and fulfil financial covenants imposed by the loan agreement. page 67.

68 5.2.6 Notes to the consolidated financial statements Balance sheet content and movements Balance sheet content and movements Assets A Non-current assets 1 Intangible assets Movements during the year were as follows: At Acquisitions Reclassi- Change in Disposals Impair- Other Exchange Amorti- At fications scope of ment move- differences sation consol.n losses ments 1.1 Industrial patent rights (71) Concessions, licences, trademarks and similar 8,320 (1,150) (15) (872) 6, Goodwill 126, (29,540) 1,764 99, Other intangibles 3,582 (1,305) (2,368) (3) Assets under construction and advances 2, (374) 2,199 Total 141, (1,305) 454 (33,058) 1 1,864 (946) 108,291 Since 1 January 2005, goodwill has not been amortised but is subjected to an annual impairment test. The goodwill resulting from business combinations has been allocated to separate cash generating units (CGUs) in order to identify any reduction in value. The cash generating units identified are: - Ben Aketil Wind Energy Ltd (Ben Aketil wind farm) - Boyndie Wind Energy Ltd (Boyndie wind farm) - Cambrian Wind Energy Ltd (Cefn Croes wind farm) - Earlsburn Wind Energy Ltd (Earlsburn wind farm) - Ecosesto SpA (Rende biomass plant) - Eolica Cabezo San Roque Sa (Cabezo wind farm) - Eolica Petralia Srl (Petralia wind farm) - Eolica Sud Srl (San Sostene wind farm) - Eolo 3W Minervino Murge Srl (Minervino Murge wind farm) - Esquennois Energie Sas (wind farm) - Falck Renewables Wind Ltd (holding company of wind energy sector) - Falck Renewables SpA (parent company of the renewable energy sector) - Frullo Energia Ambiente Srl (Granarolo dell Emilia WtE plant) - Geopower Sardegna Srl (Buddusò-Alà dei Sardi wind farm) - Italian Lao Group Ltd (investment property in Vientiane) - Kernebet Sas and Ty Ru Sas (Ploigneau wind farm) - Kilbraur Wind Energy Ltd (Kilbraur wind farm) - Millennium Wind Energy Ltd (Millennium wind farm) - Parc Eolien du Fouy Sas (wind farm) - Sicily Projects (Casteltermini and Augusta WtE plants) - Ty Ru Sas (Plouigneau wind farm). page 68.

69 5.2.6 Notes to the consolidated financial statements Goodwill of Sicily Projects CGUs Following the exclusion of Pea from the scope of consolidation, the Sicily Projects CGU no longer includes the Palermo project therefore goodwill only relates to the Tifeo and Platani projects. As part of the ordinary proceedings brought by Falck Group disclosed in note Sicily Projects, in the rulings dated 20 July 2012 the Court of Milan suspended civil proceeding pursuant to article 295 of the c.p.c. until sentencing has been made in respect of the administrative proceedings filed by the Falck Group companies with the Palermo TAR requesting cancellation of Decree 548 of 22 September 2010 and all relevant, consequential or related provisions. An objection against these rulings was brought before the Joint Divisions of the Italian Supreme Court by the Falck Group companies on 23 September 2012 with recourse to rule on applicable jurisdiction pursuant to articles 41 and 42 of the c.p.c (the First Recourse). The Supreme Court withheld judgement concerning the First Recourse in the discussion hearing that took place on 14 May Having acknowledged, as part of the First Recourse, the concurring conclusions of the Public Prosecutor of the Supreme Court, who confirmed the ordinary court jurisdiction, stating that the matter wrongly considered to be preliminary does in fact relate to the solution of a potential conflict regarding the choice of jurisdiction, the Falck Group companies, in order to protect unequivocally their positions, filed a separate jurisdiction claim with the Palermo TAR pursuant to article 41 (the Second Recourse) in relation to pending administrative claims. The Second Recourse, notified on 26 April 2013, was made in order to clarify conclusively the competent court of jurisdiction; this is also to avoid the possible annulment of any ruling made by a court that is later declared incompetent. Following the hearing that took place on 7 May 2013, the Judiciary Board of the Palermo TAR filed its rulings on 10 May 2013 that declared the Second Recourse groundless, the inadmissibility of the preliminary claims, dismissed the appeal for additional grounds brought by the Falck Group companies against Decree 548/2010 (that is therefore upheld). Following publication, these rulings will be challenged before the Sicily Region s Administrative Justice Council. With regard to the First Recourse, on 28 May 2013, the Joint Divisions of the Supreme Court acknowledged the objections filed by the Group companies against the rulings in which the Court in Milan had suspended proceedings pending the outcome of the proceedings before the Sicily Regional Administrative Court. More specifically, the Supreme Court revoked the suspension rulings and ordered proceedings to continue before the Court in Milan. As disclosed in the note, Events that took place after 31 December 2012 relating to the Sicily Projects, with regard to the market announcement of 12 May 2010 informing that documentation relating to the public tender in 2002 for the Sicily Projects had been seized by the Italian Finance Police as part of an investigation involving undisclosed parties, company management was called by the Finance Police, by order of the Palermo public prosecutor, to provide preliminary information. Following this request, on the proposal of the Chief Executive Officer of Falck Renewables SpA, Chief Financial Officer and the Corporate Accounting Documents Officer, on 28 February 2013 the board of directors of Falck Renewables SpA and Falck SpA, decided to postpone approval of the 2012 Annual Report in order to investigate this matter that took place prior to the appointment of the current management team, commencing with the public tender process in 2002 to award the Conventions for the integrated systems of waste treatment and electricity production in Sicily that culminated in (i) civil proceedings with the Sicily Region, suspended pending ruling by the Supreme Court, (ii) administrative proceedings before the Palermo TAR and (iii) the above-mentioned magistrates investigation into the above tender for the construction of integrated waste management systems in Sicily. The investigation was carried out with the help of an independent specialist (Advisor) who prepared a report outlining the findings (Report) to the relevant corporate bodies and the legal advisors involved in the Sicily litigation. On the basis of the analyses performed, the legal advisors agree that the information contained in the tender documentation and on the Sicily Projects in general (from ) that was reviewed as part of the internal investigation carried out by the Advisor (as documented in the Report) further the complexity and uncertainty page 69.

70 5.2.6 Notes to the consolidated financial statements surrounding the dispute between Tifeo, Platani and Pea (as well as Falck SpA, Falck Renewables SpA and Elettroambiente) on one side and the Sicily Region on the other. Recent events have altered the risk profile of the companies involved in the litigation that no longer supports the conclusions drawn in the opinions issued on 25 February 2010, 22 July 2010, 20 February 2012 and 26 July 2012, and more generally does not allow a reliable estimate of the outcome and duration of the dispute (that will in any case be considerably longer that originally estimated). Based on the analyses performed by the independent legal advisors, the directors of Falck Renewables SpA recognised an impairment loss of Euro 29,297 thousand against the total goodwill of the Tifeo and Platani; this decision was later confirmed by Falck SpA s board of directors and reflected in the financial statements. Legal proceedings against the Sicily Region will continue in order to uphold the Group s rights and motives (and secure settlement of both pecuniary damages and loss of profit) and provide defence against the claims made by the Department. Other CGUs An impairment test on the goodwill of the other CGUs was performed at 31 December 2012 following the procedures established in IAS 36. In particular, the recoverable amount of the individual cash generating units was determined for all of the CGUs (which corresponds to each individual project launched) based on value in use, which is calculated using the projection of cash flows over a period of time corresponding to the estimated useful life of each individual project and a weighted average cost of capital (WACC) that varies depending on the technology used and the country in question. Given the nature of the business, which foresees medium-term returns and fixed duration rights and concessions, the business plan exceeds 5 years. The recoverable amount of each unit was determined estimating the discounted operating cash flows over the concession term of each project (normally 20 years from the start of production), and a nil terminal value. The projected cash flows are based on the following assumptions: Expected production levels of the wind farms/photovoltaic plants based on productivity plans; Estimated sales prices extrapolated using market projections on the energy price curve and expected incentives (green certificates and energy account contributions). With regard to incentives, regulatory developments in the sector that are currently under review were taken into account. The WACCs applied were as follows: WtE and biomass Italy: 5.66% Wind sector UK: 5.14% Wind sector Italy: 6.50% Wind sector Spain: 6.17% Wind sector France: 5.45% Photovoltaic Italy: 6.44% The discount rate applied represents the weighted average cost of capital determined using the Capital Asset Pricing Model ( CAPM ) where the risk free rate was calculated with reference to the long-term (10 year) rate of return on Italian/UK/French and Spanish government bonds. With regard to the CGUs relating to Italian projects, the rate corresponded to the return on 10 year Italian government bonds as at 5 February 2013, which is largely in line with the average rate of return of 10 year Italian government bonds in the last quarter of The systematic non-diversifiable risk (β) and the debt to equity ratio were calculated through an analysis of a group of comparable entities operating in the same sector. The impairment test also led to an impairment loss of Euro 2,237 thousand against other intangibles of Eolica Petralia Srl and Euro 1,150 thousand on the concessions of Esposito Servizi Ecologici Srl. The impairment loss recognised on Eolica Petralia Srl is due to changes in regulations regarding imbalance charges for non-programmable sources (e.g. wind energy); the loss on Esposito Servizi Ecologici Srl arose due page 70.

71 5.2.6 Notes to the consolidated financial statements to changes in market conditions resulting in a drop in volumes of waste transferred to the selection and treatment plants. Goodwill at 31 December 2012 comprised: Carrying value at Ben Aketil Wind Energy Ltd 10,729 Boyndie Wind Energy Ltd 4,480 Cambrian Wind Energy Ltd 13,604 Earlsburn Wind Energy Ltd 10,555 Eolica Cabezo San Roque Sau 778 Eolica Sud Srl 2,122 Eolo 3W Minervino Murge Srl 1,883 Falck Renewables Wind Ltd 10,222 Falck Renewables SpA 10,784 Frullo Energia Ambiente Srl 1,519 Geopower Sardegna Srl 17,514 La Muela 828 Kilbraur Wind Energy Ltd 4,073 Millennium Wind Energy Ltd 10,230 Ty Ru Sas 283 Total 99,604 Acquisitions principally relate to software purchased by the parent company. Impairment losses comprise the amounts identified on performance of the annual year-end impairment test. In addition to the losses described above the total includes minor impairment losses against goodwill of Euro 374 thousand. No borrowing costs were capitalised on intangible assets during the year. 2 Property, plant and equipment Movements during the year were as follows: page 71.

72 5.2.6 Notes to the consolidated financial statements At Additions Change in Capital.n Exchange Disposals Other Impair- Write-down Deprec- At scope of and differences move- ment of non-current iation consol.n reclass.n ments losses assets to sundry risks provision Gross value 2.1 Land 18,861 (235) (5,079) (444) (5,198) 7, Buildings 9,251 (20) (447) 6 (1,428) 7, Plant and machinery 1,017, , ,410 8,410 (1,336) (2,872) (2,449) 1,161, Industrial and office equipment 3, (65) (1) 3, Other assets 5, (350) (88) 4, Assets operated under concession 80, ,547 (523) 2 82, Assets under construction and adv. 150,814 56,140 (113,653) 21 (20) (508) (52) (65,192) 27,550 Total gross value 1,285,022 58,065 28,302 1,336 8,427 (2,976) (8,540) (4,373) (70,390) 1,294,873 Accumulated depreciation 2.1 Land 2.2 Buildings (4,189) (208) (4,397) 2.3 Plant and machinery (142,183) (14,688) (1,381) (53,657) (211,691) 2.4 Industrial and office equipment (1,266) 1 62 (387) (1,590) 2.5 Other assets (3,331) (32) (6) (560) (3,490) 2.6 Assets operated under concession (39,968) 240 (4,385) (44,113) Total depreciation (190,937) (14,688) (32) (1,386) (59,197) (265,281) Net book amounts 2.1 Land 18,861 (235) (5,079) (444) (5,198) 7, Buildings 5,062 (20) (447) 6 (1,428) (208) 2, Plant and machinery 874, , ,410 7,029 (1,120) (2,870) (2,449) (53,657) 949, Industrial and office equipment 1, (3) (1) (387) 1, Other assets 1, (1) 2 (560) 1, Assets operated under concession 40, ,547 (283) 2 (4,385) 38, Assets under construction and adv. 150,814 56,140 (113,653) 21 (20) (508) (52) (65,192) 27,550 Total net book amounts 1,094,085 58,065 13,614 1,304 7,041 (2,109) (8,448) (4,373) (70,390) (59,197) 1,029,592 Additions - comprise: Petralia wind farm 8,857 Nutberry wind farm 17,262 Spaldington and Browncastle wind farms 8,751 Ty Ru wind farm 10,717 Kingsburn wind farm 163 Improvements to Granarolo dell'emilia WtE plant 583 Buddusò-Alà dei Sardi wind farm 8,926 Improvements to Trezzo sull'adda WtE plant 1,243 Improvements to Rende plant 1,167 Motor vehicles 12 Other minor wind sector additions 381 Other minor WtE, biomass and photovoltaic additions 3 Total 58,065 page 72.

73 5.2.6 Notes to the consolidated financial statements Impairment losses relate to the Rende biomass plant for Euro 2,449 thousand, the investment property in Vientiane, Laos for Euro 1,428 thousand, a portion of land owned by Tifeo for Euro 444 thousand and minor losses for costs that may no longer be capitalised of Euro 52 thousand. These losses were recognised following impairment tests 5, which relating to Ecosesto (Rende biomass plant) arose due to expected increases in the market price of short-rotation biomass, while with regard to the investment property in Vientiane (Italian Lao Ltd) are due to expected rent flows. With the regard to the Italian Lao Group CGU, for the purpose of the impairment test, the WACC of 12% was applied over the duration of the land concession that expires in The write-down of non-current assets to sundry risks provision of Euro 70,390 thousand, comprises the writedown of land and construction in progress relating to the Sicily Projects, Tifeo and Platani. Following the outcome of the analyses performed by the independent legal advisors, the liquidators of Tifeo and Platani (in liquidation) notified their decision, for the purpose of preparing the interim liquidation accounts that are still outstanding at today s date, to adjust non-current assets comprising land, assets under construction in respect of the WtE projects and a guarantee deposit through a charge to the sundry risks provision that has been classified in the financial statements as write-down of non-current assets. The directors of the parent company Falck SpA agreed with the liquidators decision and adjusted the consolidated financial statements accordingly. Borrowing costs allocated during the year to property, plant and equipment amounted to Euro 2,785 thousand relating to wind farms under construction. Property, plant and equipment at 31 December 2012 did not include amounts relating to revaluations carried out in accordance with local monetary revaluation legislation or arising from economic revaluations. 3 Financial assets Financial assets at 31 December 2012 comprised: Change Investments in subsidiaries 27 (27) Investments in associates 5 1,085 (1,080) Other investments 17,274 26,760 (9,486) Securities Total 17,279 27,872 (10,593) Equity investments. Subsidiaries valued at cost This comprises Falck Energy SpA s investment in Agr Venture Malaysia Sdn Bnd, which was written off in full in 2012 following its final liquidation.. Associated companies carried at equity Change Parque Eolico La Carracha Sl 547 (547) Parque Eolico Plana de Jarreta Sl 534 (534) Total 0 1,081 (1,081) 5 Further details are provided in the disclosures on impairment in the Intangible assets note. page 73.

74 5.2.6 Notes to the consolidated financial statements The decrease relates to the two interests in Parque Eolico La Carracha Sl and Parque Eolico Plana de Jarreta Sl, respectively 26%, which own the La Muela wind farm, which up until last year were consolidated applying the equity method. Following changes to the shareholder agreements (effective 13 March 2012), these became joint ventures and from 1 April 2012 have been consolidated applying the proportional method.. Associates valued at cost This comprises Falck Renewables Wind Ltd s 20% interest in Falck Renewables Italia Energetica Srl that is valued at cost as it is non-operating. This heading also includes the stake in Palermo Energia Ambiente ScpA, which was written to nil at the end of Other investments valued at cost Change Atmos Bio Energy SpA Compagnia Fiduciaria Nazionale SpA Italian Energy Srl 3,934 (3,934) Terra Venture Partners Sca 1,471 1,471 Other minor investments Total 1,538 5,470 (3,932) Italian Energy Srl was written down to nil during the year. This amount had already been charged to the investment provision in previous years.. Other investments measured at fair value Change Hera SpA Mittel SpA (131) Intesa San Paolo SpA 8,320 8, Unicredit SpA 6,470 12,034 (5,564) Total 15,736 21,290 (5,554) The changes in value of the investments derives from the fair value measurement corresponding to the year-end market value. Based on the quantitative parameters established by the Falck Group, with regard to the stakes in Unicredit SpA and Mittel SpA, the investments suffered a significant fall in value; consequently, the writedowns of Euro 5,564 thousand and Euro 131 thousand respectively were recorded in the income statement. The increases in the values of the investments in Intesa San Paolo SpA and Hera SpA were recorded in equity. page 74.

75 5.2.6 Notes to the consolidated financial statements 4 Financial receivables Financial receivables at 31 December 2012 may be analysed as follows: Change Total Non- Current Total Non- Current Total Non- Current current current current Amounts owed by third parties 1,305 1,305 7,983 7,983 (6,678) (6,678) Amounts owed by subsidiaries (16) (16) Amounts owed by associates (748) (734) (14) Amounts owed by parent company Amounts owed by other Group companies Derivative financial instruments Guarantee deposits Total 1,305 1,305 8, ,013 (7,442) (734) (6,708) Financial receivables are disclosed net of the provision for doubtful accounts of Euro 16,619 thousand at 31 December Current amounts owed by third parties principally comprise the financial receivables of Falck Energy SpA (Euro 1,002 thousand) owed by employees of Falck Renewables Wind in relation to a non-interest bearing loan and those of amounts due from Falck Renewables Wind Ltd employees for Euro 300 thousand. These loans became interest bearing from 1 February The financial receivables of Euro 14,110 thousand due from Palermo Energia Ambiente ScpA have been written down to nil through the provision for doubtful accounts. 5 Trade receivables Trade receivables at 31 December 2012 consisted of the following: Change Total Non- Current Total Non- Current Total Non- Current current current current Trade receivables 114, , , ,061 (6,322) (6,322) Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company Amounts owed by other Group companies Total 114, , , ,061 (6,322) (6,322) Trade receivables are disclosed net of the provision for doubtful accounts (Euro 23,912 thousand) in order to adjust them to recoverable value. The total balance of Euro 15,659 thousand owed by Palermo Energia Ambiente ScpA was written down to nil through the provision for doubtful accounts. page 75.

76 5.2.6 Notes to the consolidated financial statements 6 Other receivables Other receivables at 31 December 2012 consisted of the following: Change Total Non- Current Total Non- Current Total Non- Current current current current Amounts owed by third parties 7,983 7,983 6,348 6,348 1,635 1,635 Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company Amounts owed by other Group companies Advances 5,035 5,035 5,614 5,614 (579) (579) Tax credits 44, ,350 50, ,188 (5,839) (1) (5,838) Guarantee deposits 1,708 1,708 2,302 2,302 (594) (594) Accrued income and prepayments 5, ,425 5, ,423 (4) (6) 2 Total 64,948 2,155 62,793 70,329 2,756 67,573 (5,381) (601) (4,780) Amounts owed by third parties principally relate to amounts due to Falck Energy Sa in relation to the sale of shares in Falck Renewables Wind Ltd to Mr. Heller for Euro 5,283 thousand: this balance is interest bearing from 1 February This balance also includes an amount owed to Riesfactoring SpA (now Sesto Siderservizi Srl) by the tax authorities following the acquisition of Pea s VAT for Euro 1,636 thousand. Tax credits, which fell compared to 2011, principally relate to receivables arising from the group consolidated tax regime (Euro 5,976 thousand) and VAT receivables of the companies operating in the Renewable energy sector (Euro 38,365 thousand) arising on the significant capital expenditure incurred in recent years. Guarantee deposits were written-down by Euro 556 thousand as disclosed in the Sicily Projects note. 7 Deferred income taxes Deferred income tax assets amounted to Euro 41,416 thousand, a decrease of Euro 2,097 thousand on the balance at 31 December Deferred income taxes are calculated based on the temporary differences between income for tax purposes and profit before tax as reported in the statutory financial statements. These differences relate to amounts not deductible for tax purposes and essentially comprise: depreciation/amortisation, risk provisions, differences arising from application of the fair value method to interest rate swaps (IRS), the effect of applying the amortised cost approach to expenses on loan finance, and tax losses. Deferred income tax assets have been recognised as it is considered that sufficient profits will be available in future to utilise them. Movements in deferred income tax assets were as follows: At 31 December ,513 Movements through the income statement (1,222) Recorded against total equity 8,983 Other movements (9,858) At 31 December ,416 Deferred income tax liabilities, which amounted to Euro 11,397 thousand, decreased by Euro 3,906 thousand compared to the balance at 31 December page 76.

77 5.2.6 Notes to the consolidated financial statements Movements in deferred income tax liabilities are illustrated in the table below: At 31 December ,303 Movements through the income statement (153) Recorded against total equity 848 Other movements (4,601) At 31 December ,397 Deferred income tax assets net of deferred income tax liabilities may be analysed as follows Deferred income taxes Deferred income taxes Intangible assets 834 (2,811) Property, plant and equipment (17,673) (10,532) Inventories Provision for doubtful accounts 1,370 1,436 Risk provisions 2,535 (884) Other provisions 70 Tax losses carried forward 6,668 11,714 Share capital increase expenses 1,300 1,844 Amounts due to employees 1, Financial instruments 28,509 18,729 Amortised cost method 2,993 2,549 Other 2,320 5,161 Total 30,019 28,210 Deferred income tax assets have not been recognised on the charges made to the sundry risks provision in respect of the Sicily Projects as they would only be recoverable (i) as part of the Group consolidated tax regime, (ii) against sufficient Group taxable income and (iii) once the conditions allowing their deductibility are realised, namely once the legal disputes have been settled, which is not foreseeable at present given the complexity surrounding these cases, at least not within the timeframe of the parent company s business plan. B Current assets 8 Inventories Inventories at 31 December 2012 may be analysed as follows: Change Raw materials and consumables 1,860 2,735 (875) Semi-finished goods Work in progress Finished goods 1,398 1,527 (129) Advances Total 3,258 4,262 (1,004) 9 Financial assets Investments in other companies page 77.

78 5.2.6 Notes to the consolidated financial statements Change Assicurazioni Generali SpA 2,579 2, Camfin SpA Total 2,612 2, Movements reflect the fair value measurement, which corresponds to the year-end market value. The increases were recorded in the income statement. 10 Cash and cash equivalents Change Short-term bank and post office deposits 139,240 98,363 40,877 Cash in hand (8) Total 139,260 98,391 40,869 Cash and cash equivalents may be detailed as follows: Change Cash at bank and in hand 139,260 98,391 40,869 Bank overdrafts (2,680) (121) (2,559) Invoice advances Group current accounts Total cash and cash equivalents 136,580 98,270 38,310 Cash at bank and in hand includes the current accounts of the Renewable energy sector companies (Euro 139,178 thousand). The majority of the current account balances of this sector comprise amounts secured for project financing (Euro 128,544) and must respect the covenants established in the project financing contracts. Liabilities D Equity 11 Share capital The share capital of the parent company consists of 72,782,021 ordinary shares and 11,142 savings shares, issued and fully paid with a nominal value of Euro 1.00 each. Falck SpA holds 6,907,653 own shares, of which 3,561 are savings shares, with a total nominal value of Euro 6,907,653. page 78.

79 5.2.6 Notes to the consolidated financial statements Movements in total equity for 2011 and 2012 were as follows: Reserves Non- Share Translation Fair Cash Other Loss Equity controlling Total capital reserve value flow hedge reserves for the attributable to interests reserve reserve year the parent At (1.321) (17.912) (5.727) Appropriation of 2010 loss of parent company to reserves (5.727) Other movements through equity Dividends paid (2.797) (2.797) Other movements 627 (383) (15.148) 241 (14.663) (9.735) (24.398) Cost of Falck Renewables SpA capital transaction (1.476) (1.476) (984) (2.460) Change in % ownership of Falck Renewables SpA Capital increase of Falck Renewables SpA Sale of pre-emption rights Falck Renewables SpA Employee subscription to shares in Falck Renewables Wind Purchase of non-controlling interests (49.774) (49.774) (453) (453) (347) (800) Loss for the year (31.543) (31.543) (21.583) At (694) (33.060) (31.543) Reserves Non- Share Translation Fair Cash Other Loss Equity controlling Total capital reserve value flow hedge reserves for the attributable to interests reserve reserve year the parent At (694) (33.060) (31.543) Appropriation of 2011 loss of parent company to reserves Other movements through equity (31.543) (9.987) (9.260) (5.307) (14.567) Dividends paid (3.880) (3.880) Other movements Purchase of Falck Renewables SpA shares (103) (103) (69) (172) Purchase of non-controlling interests (56) (56) (367) (423) Loss for the year (56.347) (56.347) (37.498) (93.845) At (108) (43.047) (56.347) page 79.

80 5.2.6 Notes to the consolidated financial statements 12 Provisions for other liabilities and charges At Change Charge Utilised Other Exchange At in scope of movements difference consolidat.n Provisions for pensions and similar obligations Provisions for taxation - Current - Deferred taxes Total tax provisions Other provisions - litigation 3,021 (300) 2,721 - investments 3,935 (3,935) - environmental 29,213 1, (205) (1,088) ,097 - sundry risks provision 24,547 (7) 11,754 (1,711) (420) 5 34,168 Total other provisions 60,716 1,638 12,071 (6,151) (1,508) ,986 All provisions are non-current. The environmental provision comprises future obligations in relation to the decommissioning of power plants at the end of their useful life that are calculated based on independent expert valuations. The corresponding charges are not expensed in the income statement but recorded as an increase in the book value of the asset to which the obligation relates. The provision also includes amounts provided to meet future commitments in relation to the redevelopment of landfills in accordance with the obligations undertaken on receipt of authorisations from the relevant authorities. These are also based on estimates prepared by specialist enterprises. The litigation provision has been recognised in order to cover probable liabilities that may arise on pending legal proceedings. The investments provision related to Italian Energy Srl (formerly Crossenergy Srl) and was used during the year to cover the write-down. The sundry risks provision covers the possible costs arising on litigation pending with one of the shareholders of Palermo Energia Ambiente ScpA, which was already included in the prior year financial statements and was increased by Euro 5,335 thousand to reflect Falck SpA and Falck Renewables SpA s commitment to provide financial support to Pea to settle a number of outstanding third-party creditors. A further charge of Euro 5,983 thousand was made to this provision subsequent to publication of the Ministry of Economic Development Decree of regarding the «Adjustment of the prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements governed pursuant to CIP 6/92»; revenue for the period 2010 to November 2012 was not adjusted pending outcome of the appeal, while the amount invoiced from December 2012 takes into account the new tariffs outlined in the Decree. A charge of Euro 280 thousand was made to cover the possible risk arising on the dispute between Ambiente 2000 Srl and the Italian Tax Authorities, Euro 110 thousand to cover the liquidation costs of Falck Bioenergy Thailand and Euro 46 thousand to cover minor risks. page 80.

81 5.2.6 Notes to the consolidated financial statements 13 Staff leaving indemnity (TFR) At Charges Transfers/ Utilised/ At new consol.n paid Managers (4) (148) 830 White-collar staff and special 2, (318) 2,614 Blue-collar staff (28) (228) 717 Total 3, (8) (694) 4,161 The Trattamento di Fine Rapporto (TFR) staff leaving indemnity provision was subjected to an actuarial valuation by an independent expert. The actuarial financial assumptions utilised to calculate the estimated cost in 2012 are as follows: (%) Change Annual discount rate 3.25% 4.60% -1.35% Annual inflation rate 2.00% 2.00% 0.00% Annual total pay increase 3.00% 3.00% 0.00% Annual TFR increase rate 3.00% 3.00% 0.00% 14 Financial liabilities Financial liabilities at 31 December 2012 consisted of the following: Change Total Non- Current Total Non- Current Total Non- Current current current current Amounts owed by third parties 210, ,769 13, , ,415 14,509 (4,373) (3,646) (727) Amounts owed by subsidiaries Amounts owed by associates Amounts owed by parent company Amounts owed by other Group companies Project financing 775, ,588 60, , ,333 40,347 25,746 5,255 20,491 IRS 89,101 89, ,676 62,676 26,425 26, Convertible debenture loans 33,273 33,273 33,273 33,273 Non-convertible debenture loans Total 1,108,351 1,033,671 74,680 1,060,553 1,005,697 54,856 47,798 27,974 19,824 Falck SpA entered into a loan agreement for Euro 135 million with a pool of leading banks on 14 January The loan contract envisages a Stock Lending credit facility up to a maximum of Euro 55 million and a Euro 80 million credit facility comprising: - A maximum Euro 70 million Term loan; - A Revolving credit corresponding to the difference between Euro 80 million and the amount drawn down on the term loan. The loan stipulates the following: - Use of the stock lending line to enable Falck SpA to subscribe to the share capital increase in Falck Renewables SpA and maintain a minimum 60% stake; page 81.

82 5.2.6 Notes to the consolidated financial statements - Use of the Term and Revolving credit lines following conclusion of the Falck Renewables SpA share capital increase. The loan, which was released on completion of Falck Renewables SpA s share capital increase, will mature on 30 June 2015 and approximately Euro 89 million had been drawn down at 31 December This loan envisages, inter alia, financial covenants, based on the figures in the consolidated financial statements, comprising the ratio of EBITDA to net financial position and the trading prices of Falck SpA and Falck Energy SpA s investments in Falck Renewables SpA, Unicredit SpA, Intesa San Paolo SpA, Assicurazioni Generali SpA and Hera SpA to the amount drawn down on the loan. The Falck SpA loan is not required to meet the net financial position to total equity covenant. All covenants had been met at 31 December As guarantee for this loan, Falck SpA has pledged its shares in Falck Renewables SpA (Euro 170,215 thousand), Intesa San Paolo SpA (Euro 8,320 thousand), Assicurazioni Generali SpA (Euro 2,579 thousand), Hera SpA (Euro 784 thousand) and Falck Energy SpA s stake in Unicredit SpA (Euro 6,463 thousand), corresponding to a total market value of Euro 188,361 thousand that greatly exceeds the obligation at 31 December Falck Renewables SpA entered into a loan agreement for Euro 165 million with a pool of leading banks also on 14 January The transaction falls within the scope of the Consolidation Project and reorganisation of the Group companies, its purpose being to fund development of the activities and investments envisaged in the business plan. The loan agreement provides for a term facility with a cap of Euro 70 million and a revolving facility totalling Euro 95 million. The loan, which was released on completion of the share capital increase, will mature on 30 June Approximately Euro 86 million had been drawn down at 31 December Falck Renewables SpA has placed a pledge on the shares held in Falck Renewables Wind Ltd corresponding to a nominal value of GBP 37,755 thousand. The contract is subject to, inter alia, financial covenants, calculated based on the amounts in the consolidated financial statements, comprising the ratios of EBITDA/net financial position and net financial position/total equity: these covenants were met both at 30 June 2012 and 31 December Despite the significant decrease in total equity following recognition of the above-mentioned impairment losses and write-downs that principally related to the Sicily Projects, the net financial position/total equity ratio at 31 December 2012 amounted to approximately 2.45 compared to the covenant of The covenants for future semesters commencing 30 June 2013 up to and including 31 December 2014 are 3.09, 2.98, 3.18 and 2.97 respectively. In the event that Falck Renewables SpA fails to meet the loan covenants this also represents a breach of Falck SpA s loan as disclosed above. Convertible debenture loans amounted to Euro 33,273 thousand and comprise two debenture loans. The first is a subordinated convertible variable rate debenture loan , which was fully subscribed for Euro 26,944,420 in October The offer to subscribe made to rights holders was in the ratio of two debentures for every five shares held. The debentures (nominal value of Euro 1.00 each) may be converted into Falck SpA ordinary shares in the ratio of one share for every eight debentures. The loan amounted to Euro 26,943,124 at 31 December 2011 as 1,296 debentures were converted into 162 Falck SpA shares in the course of The extraordinary shareholders meeting of 11 January 2011 approved the extension of the maturity date of this debenture loan to 31 December 2015, applying the same variable rate and conditions except for the conversion dates. The conversion of 1 share for every 8 debentures may be exercised in June 2011, 2012, 2013, 2014 and The Company has the option to repay the loan in advance, even in part, either by acquiring and cancelling the debentures or through repayment, in both cases up to a maximum of Euro 5,650 thousand. page 82.

83 5.2.6 Notes to the consolidated financial statements The second is also a subordinated convertible debenture loan amounting to Euro 6,329,905. The extraordinary shareholders meeting of 11 January 2011 approved the extension of the maturity date of this debenture loan to 31 December 2015, applying the same fixed rate of 4.16% and conditions with the exception of the date by which the debenture holders may apply to convert. Consequently, the debenture loan consists of 6,329,905 debentures with a nominal value of Euro 1.00 each that mature on 15 December The conversion of 1 share for every 6 debentures may be exercised in January 2011, 2012, 2013, 2014 and The Company has the option to repay the loan in advance, even in part, either by acquiring and cancelling the debentures or through repayment, in both cases up to a maximum of Euro 50 thousand. With regard to the subordinated convertible debenture loans, the equity component arising on the analysis performed to separate the equity and debt components was not significant; consequently, no adjustment was made to the carrying value of these loans. In order to hedge the interest rate risk on project financing, the entities in question have entered into interest rate swap contracts (IRS) for the portion of the interest linked to project financing, with the purpose of rendering variable rates fixed at conditions that are substantially in line with market rates. Details of Falck Group s outstanding IRSs at 31 December 2012 are disclosed in the note Additional disclosures on financial instruments in accordance with IFRS7. The lending banks have imposed covenants on the above borrowings that the companies are obliged to meet for the entire contract period and are verified by the banks every six months. These checks did not identify any breach of the defined parameters. More specifically the project financing contracts require the Group companies to satisfy certain obligations and parameters including: - The obligation to bind part of settled revenue to guarantee repayment of the outstanding debt on specific projects; - The requirement to issue mortgages on properties or pledges on shares to the financial institutions that are party to the projects; - The satisfaction of certain debt service cover ratios between expected cash flows arising on the financed project over a certain period and the interest and principal of the outstanding debt in the same period; - The satisfaction of total equity/net financial debt ratios; - The possibility of distributing dividends only where: i) established debt service cover ratios are met, and ii) on settlement of outstanding payments arising on the project financing contracts. All project financing covenants were met at 31 December Trade payables Trade payables at 31 December 2012 compared to the previous financial year may be analysed as follows: page 83.

84 5.2.6 Notes to the consolidated financial statements Change Total Non- Current Total Non- Current Total Non- Current current current current Trade payables 56,516 56,516 79,116 79,116 (22,600) (22,600) Amounts owed to subsidiaries Amounts owed to associates Amounts owed to parent company Amounts owed to other Group companies Total 56,516 56,516 79,116 79,116 (22,600) (22,600) The fall in trade payables is largely attributable to the sale of the factoring activities carried out by Riesfatoring SpA. 16 Other payables Other payables at 31 December 2012 and 31 December 2011 may be analysed as follows: Change Total Non- Current Total Non- Current Total Non- Current current current current Other creditors 28, ,469 28, , (27) 105 Amounts owed to subsidiaries Amounts owed to associates Amounts owed to parent company Amounts owed to other group companies Advances (24) (24) Tax payable 7,653 7,653 8,544 8,544 (891) (891) Accruals and deferred income , ,280 (2,890) (361) (2,529) Total 36, ,935 40, ,274 (3,727) (388) (3,339) Other creditors may be analysed as follows: Dividends payable 1,650 1,950 Amounts due to Immobiliare Bolzano Amounts due to parent company for distributable reserves Amounts due to Ministry of Industry by Eolo 3W Minervino Murge 14,236 12,719 Amounts due by Falck Renewables Wind Ltd on investment acquisitions 1,262 1,233 Environmental contribution 1,202 1,213 Amounts due on tax assessment 1,320 2,854 Amounts due to the Province of Bologna 996 Amounts due to Terra Venture Withholding taxes due 664 Holiday pay 1,163 1,156 Other amounts due to employees 1,580 2,736 Amount due for Notarpanaro plant acquisition Employee provisions Social security contributions 1, Total 26,482 25,471 page 84.

85 5.2.6 Notes to the consolidated financial statements Commitments and contingencies Personal guarantees issued as at 31 December 2012 amounted to Euro 142,648 thousand and consisted of: Bank guarantees 18,774 Guarantees given to public entities and ministries 64,206 Guarantees given to VAT authorities 13,458 Other personal guarantees 46,210 Total 142,648 Details of other personal guarantees issued at 31 December 2012 are disclosed in the note Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS7. Upon request of the liquidators of the Sicily Project companies Tifeo and Platani, Falck Renewables SpA has agreed to provide the financial support, through its subsidiary and parent company of the former, Elettroambiente SpA, to meet the legal costs of the litigation in course with the Sicily Region s Department for Energy and Public Utilities. Falck SpA and Falck Renewables SpA have issued a bank guarantee of Euro 5,500 thousand in respect of the commitment to meet Palermo Energia Ambiente ScpA s third party creditors. Other risks With regard to the price adjustment of Euro 20 million relating to the goodwill on the investment in Elettroambiente SpA (Tifeo and Platani) and the corresponding decrease in Other payables due to Italgest Energia SpA recorded at the time of preparation of the 2009 financial statements, the Falck Group is exposed to a remote risk in respect of this amount with regard to the potential reinstatement of the contractual conditions on which the total acquisition price of Elettroambiente SpA was based, although this is considered improbable. Related party transactions No receivable or payable balances with other Group companies were outstanding at 31 December page 85.

86 5.2.6 Notes to the consolidated financial statements Income statement content and movements 17 Revenue Revenue consisted of the following: Change Revenue from sales of goods 238, ,759 30,229 Revenue from provision of services 35,615 40,105 (4,490) Total 274, ,864 25,739 Revenue arising from sales of goods, compared to the amounts for the previous year, may be analysed as follows: Change Sale of electrical energy 238, ,069 30,065 Sale of thermal energy Total 238, ,759 30,229 Revenue relating to the provision of services, compared to the total for 2011, may be analysed as follows: Change Waste treatment and disposal 30,265 33,339 (3,074) Operation and maintenance 3,019 3,651 (632) Other operating income 2,331 3,115 (784) Total 35,615 40,105 (4,490) Revenue analysed by geographical location is as follows: - Italy Euro 182,317 thousand - Great Britain Euro 75,739 thousand - France Euro 6,701 thousand - Spain Euro 9,563 thousand - Germany Euro 283 thousand 18 Employee costs Employee costs may be analysed as follows: Change Cost of production employees 8,171 8, Cost of administrative staff 13,480 13,838 (358) Total 21,651 21,956 (305) Total employee costs by nature of expense may be analysed as follows: page 86.

87 5.2.6 Notes to the consolidated financial statements Change Wages and salaries 15,885 15,929 (44) Social security costs 4,803 4,858 (55) Staff leaving indemnity (TFR) (39) Other costs (167) Total 21,651 21,956 (305) Employee costs fell by Euro 305 thousand. This is partially due to no charge being made in 2012 in respect of the Long Term Incentive Plan as targets were not achieved; this accounted for Euro 244 thousand. The average number of Group employees was as follows. (Number) Managers White-collar staff Blue-collar staff Total average number of employees Direct costs Change Materials 13,269 15,407 (2,138) Services 40,281 36,402 3,879 Other costs 24,430 18,735 5,695 Change in inventories 1,004 (534) 1,538 Charges to operating provisions 1, ,050 Amortisation of intangibles (115) Impairment of intangibles 32,790 2,568 30,222 Depreciation of property, plant and equipment 58,653 45,672 12,981 Impairment of property, plant and equipment 2, ,165 Employee costs capitalised on assets under construction (150) (1,008) 858 Total 175, ,031 56,135 The increase in direct costs is largely attributable to impairment testing that resulted in the recognition of impairment losses against the total goodwill of the Sicily Projects for Euro 29,297 thousand, other intangible assets of Eolica Petralia Srl for Euro 2,237 thousand, the concessions of Esposito Servizi Ecologici Srl for Euro 1,150 thousand, other minor goodwill balances of Euro 106 thousand representing total losses of Euro 32,790 thousand. Losses were also recognised on the property, plant and equipment of the Rende plant for Euro 2,449 thousand. Direct costs also increased compared to 2011 due to higher depreciation on property, plant and equipment ( + Euro 12,981 thousand), a rise in maintenance costs (+ Euro 3,879 thousand) and other costs (+ Euro 5,695 thousand) all due to the higher installed capacity. page 87.

88 5.2.6 Notes to the consolidated financial statements 20 Other income Other income consisted of the following: Change Income from operating activities Income from non-operating activities 3,819 1,631 2,188 Total 4,349 1,864 2,485 Income from operating activities may be further detailed as follows: (Euo thousands) Change Income for services attributable to non-controlling interests in companies consolidated applying the proportional method (2) Recharged expenses (5) Commissions Other Total Income from non-operating activities may be further detailed as follows: Change Income relating to other accounting periods 1, ,354 Gains on disposal of property, plant and equipment 1,551 1,551 Insurance claims (423) Other income 294 (294) Total 3,819 1,631 2,188 Income from non-operating activities includes the gain arising on disposal of an apartment in Rome amounting to Euro 1,291 thousand. The amount charged in 2011 (Euro 464 thousand) in respect of the Long Term Incentive Plan for Key Managers, classified in other amounts due to employees, and the variable bonus linked to targets allocated to the Chief Executive Officer of Falck SpA (Euro 267 thousand) were reversed to income relating to other accounting periods as the related objectives were no longer attainable at 31 December Administrative expenses Administrative expenses may be analysed as follows: page 88.

89 5.2.6 Notes to the consolidated financial statements Change Consumables 1,265 1, Services 13,112 14,538 (1,426) Other costs 5,622 6,669 (1,047) Property costs Non-operating expenses 1,727 20,140 (18,413) Amortisation of intangible assets (7) Impairment of intangible assets (50) Depreciation of property, plant and equipment (17) Impairment of property, plant and equipment 1,924 1,924 Charges to/(utilisation) of provisions 9,742 1,590 8,152 Total 34,314 45,094 (10,780) Administrative expenses are Euro 10,780 thousand down on 2011 principally due to the de-recognition last year of Palermo Energia Ambiente ScpA (Pea) from the scope of consolidation that accounted for Euro 19,604 thousand of non-operating expenses. Impairment tests carried out at the year-end gave rise to the recognition of impairment losses on the investment property in Vientiane (Laos) (Euro 1,428 thousand), land owned by Tifeo (Euro 444 thousand) and minor losses of Euro 52 thousand. The write-down of trade receivables due from Palermo Energia Ambiente amounting to Euro 40 thousand is included in non-operating expenses. Charges to the sundry risks provision totalled Euro 11,754 thousand and mainly comprised: - Euro 5,983 thousand made following publication of the Ministry of Economic Development Decree of regarding the «Adjustment of prices applicable to electricity sold to GSE in 2010, 2011 and 2012 under sales agreements pursuant to CIP 6/92»; pending outcome of the appeal the revenue recorded in 2010 up to November 2012 has not been adjusted, while from December 2012 revenue reflects the new tariffs outlined in the Decree; - Euro 2,771 thousand made by Pea to the liquidation provision for costs to be incurred on liquidating the company; - Euro 2,564 thousand representing the financial obligation to guarantee Pea s third party creditors. The total is disclosed net of Euro 2,012 thousand utilised during the year. 22 Write-downs to non-current assets The total of Euro 70,946 thousand comprises write-downs of Euro 65,192 thousand against assets under construction relating to the Tifeo and Platani Sicily Projects, Euro 5,198 thousand on land owned by Tifeo and Platani and Euro 556 thousand against guarantee deposits of Platani. 23 Finance costs - net Finance income and costs may be analysed as follows: Change Finance costs (77,130) (108,915) 31,785 Finance income 20,018 46,229 (26,211) Finance costs capitalised on assets under construction 2,785 9,756 (6,971) Total (54,327) (52,930) Finance costs consisted of the following: (1,397) page 89.

90 5.2.6 Notes to the consolidated financial statements Change Interest on short-term bank loans 29,733 30,556 (823) Interest on medium/long-term bank loans 5,530 6,592 (1,062) Interest on debenture loans 1,339 1, Interest on intercompany correspondence accounts Other financial expenses 20,517 26,485 (5,968) Interest on IRS (605) Bank expenses and commission 1, Commission on guarantees (384) Exchange losses 17,975 41,916 (23,941) Total 77, ,915 (31,785) Other financial expenses include Euro 598 thousand relating to the write-off of financial receivables due from Palermo Energia Ambiente ScpA. Finance income for the year ended 31 December 2012 consisted of the following: Change Interest on bank current accounts (135) Interest on medium/long-term bank loans (144) Interest on correspondence accounts Interest on late payments 324 1,004 (680) Positive IRS differentials Exchange gains 17,273 42,300 (25,027) Other 627 1,294 (667) Total 20,018 46,229 (26,211) 24 Investment income and costs Change Dividends 417 1,313 (896) Result of investments valued applying equity method (64) Revaluations Utilisation of investment provision 3,935 3,935 Impairment losses (9,795) (27,085) 17,290 Charge to investment provision 0 Gains on disposals 3,025 5,921 (2,896) Losses on disposals (56) (16) (40) Total (1,312) (19,056) 17,744 The result of investments valued applying the equity method relates to the Falck Group s share of the Spanish associates that were valued applying the equity method until 31 March Revaluations comprise the fair value adjustment of Assicurazioni Generali SpA for Euro 396 thousand and Camfin SpA for Euro 19 thousand to market value at 31 December Impairment losses may be further detailed as follows: page 90.

91 5.2.6 Notes to the consolidated financial statements Change Assicurazioni Generali SpA 484 (484) Banca Intesa San Paolo SpA 4,736 (4,736) Camfin SpA 8 (8) Eolica Calabra Srl Eolica Lucana Srl 55 (55) Falck Bioenergy Thailand Italian Energy Srl 3,934 3,934 Mittel SpA (119) Nettuno Power SpA 327 (327) Palermo Energia Ambiente ScpA 5,863 (5,863) PFC Project Financing Consulting SpA 364 (364) Unicredit SpA 5,564 14,998 (9,434) Total 9,795 27,085 (17,290) Utilisation of the investment provision relates to the amount utilised following the write-down recorded against Italian Energy Srl. Gains on disposals of Euro 3,025 thousand comprise the sale of pre-emptive rights on the shares of Unicredit SpA for Euro 1,656 thousand. Gains were also recorded following de-recognition of Falck Energy Iran for Euro 1,355 thousand and two French companies in the Renewable sector, SE Kernebet and Parc Eolien de Baud, amounting to Euro 14 thousand. The loss on disposal arose on the sale of Actelios Etnea Srl. 25 Income tax expense Change Current tax (14,012) (16,602) 2,590 Deferred income tax (1,069) 2,358 (3,427) Total (15,081) (14,244) (837) Taxes calculated applying tax rate to Group profit 27,097 1,017 Profits not subject to tax 2, Expenses not deductible for tax purposes (37,149) (16,064) Utilisation of tax losses carried forward Adjustment of deferred income tax assets for rate change (1,406) 12 Tax losses on which no deferred income tax recognised (165) (515) Other (5,843) 528 Total income tax (15,081) (14,244) Deferred income tax assets have not been recognised on the charges made to the sundry risks provision in respect of the Sicily Projects as they would only be recoverable (i) as part of the Group consolidated tax regime, (ii) against sufficient Group taxable income and (iii) once the conditions allowing their deductibility are realised, namely once the legal disputes have been settled, which is not foreseeable at present given the complexity surrounding these cases, at least not within the timeframe of the parent company s business plan. page 91.

92 5.2.6 Notes to the consolidated financial statements Related party transactions Revenue Revenue Other Direct Admin. Finance Finance Income from sale from income costs expenses costs income from of goods services investments Associates Parque Eolico La Carracha Sl 5 Parque Eolico Plana de Jarreta Sl 10 Palermo Energia Ambiente ScpA Total associates Auditors remuneration Audit of Other annual and activities interim reports Falck SpA Renewable energy sector Other activities sector 40 Total All Group companies are audited by Reconta Ernst & Young with the exception of Palermo Energia Ambiente ScpA that is audited by Pricewaterhouse-Coopers and Italian Lao Group Ltd that is audited by KPMG. Other activities relate to the certification of the financial covenants on the Falck SpA and Falck Renewables SpA corporate loans. page 92.

93 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 This note sets out the additional disclosures relating to financial instruments in accordance with IFRS 7. This disclosure respects the order of the IFRS. Where the information requested was not considered significant the related paragraph was omitted. The note is presented in two sections. The first sets out detailed information regarding financial assets and liabilities, in particular regarding their classification in compliance with IAS 39. This is followed by the impact on the income statement for the year and their fair value. The second section presents information regarding the risks attributable to the financial assets and liabilities, in particular credit risk, liquidity risk and market risk. This includes both qualitative and quantitative information that is analysed into points (e.g. 1.) and sub-points (e.g. 1.2). The detailed quantitative information is provided at 31 December 2012 and where significant at 31 December A summary of the principal disclosures is presented as follows. The Falck Group holds significant financial assets in the form of liquidity, securities and equity investments. The principal financial liabilities consist of borrowings. Almost all of the financial assets and liabilities are measured at cost and amortised cost in the financial statements. This is with the exception of a portion of equity investments (which are measured at fair value with changes recorded in equity) and derivative financial instruments on interest rates that are also measured at fair value. Although all of the Group s financial instruments are entered into to hedge exposure, not all of these are accounted for applying hedge accounting. The main impact of the financial instruments on the income statement does not arise from changes in the value of the principal financial assets and liabilities recorded on the balance sheet but from interest income and expense. Credit risk is not considered to be significant: the high concentration of trade receivables due from a few counterparties is strongly mitigated by the corresponding credit rating. Financial receivables are significant in value but largely consist of cash and cash equivalents held with leading banks. Liquidity risk is moderate as bank borrowings and trade payables due within one year are offset by significant cash reserves, while the most significant borrowings relate to long-term project financing contracts. The only market risk considered to be significant is interest rate risk as almost all Group borrowings are at variable rates, although the risk is mitigated by IRS contracts. The Group adopts well-established internal procedures in the management of credit, liquidity and market risks on financial assets and liabilities, which are documented in the Group s policies and procedures. Section I: Supplementary disclosures on financial assets/liabilities 1. Balance sheet 1.1 Categories of financial assets and liabilities The tables below illustrate the carrying values at 31 December 2012 and 31 December 2011 of the financial assets and liabilities reclassified in accordance with IAS 39. In order to reconcile with the balance sheet totals the penultimate column sets out the values of the assets and liabilities that are not included in the scope of IFRS 7. At 31 December 2012 the total financial assets of the Falck Group amounted to Euro 282,315 thousand and financial liabilities totalled Euro 1,182,417 thousand, compared to a total balance sheet value of Euro 1,522,700 thousand. page 93.

94 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 The financial assets and liabilities are almost entirely measured at cost and amortised cost. The principal financial assets comprise cash and cash equivalents while the main financial liabilities relate to borrowings and trade payables. This is with the exception of some investments (in listed companies that are valued at fair value with differences recorded against equity) and derivatives (valued at fair value through profit or loss or equity where hedge accounting is applied) Loans and receiv.bls Amortised cost Financial assets heldto-maturity Financial liabilities at amortised cost Fair value through profit or loss FA/FL designation on initial recognition FA/FL held for trading Fair value against equity or cost FA available for sale/other FL Total FA/FL within scope of IFRS7 A/L not within scope of IFRS7 Balance sheet total Assets Property, plant and equipment and intangibles Securities and investments Financial receivables Inventories Trade receivables Deferred income tax assets Other receivables Cash and cash equivalents Non-current assets held for sale Total Liabilities Total equity Financial payables Trade payables Other payables Deferred income tax liabilities Provisions for other liabilities and charges Staff leaving indemnity Liabilities attributable to noncurrent assets held for sale Total page 94.

95 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Loans and receiv.bls Amortised cost Financial assets heldto-maturity Financial liabilities at amortised cost Fair value through profit or loss FA/FL designation on initial recognition FA/FL held for trading Fair value against equity or cost FA available for sale/other FL Total FA/FL within scope of IFRS7 A/L not within scope of IFRS7 Balance sheet total Assets Property, plant and equipment and intangibles Securities and investments Financial receivables Inventories Trade receivables Deferred income tax assets Other receivables Cash and cash equivalents Non-current assets held for sale Total Liabilities Total equity Financial payables Trade payables Other payables Deferred income tax liabilities Provisions for other liabilities and charges Staff leaving indemnity Liabilities attributable to noncurrent assets held for sale Total page 95.

96 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Collateral financial assets pledged as security for liabilities and collateral accepted as security for assets Financial assets pledged as security for liabilities comprise the shares of the companies listed in the table below. The pledged amounts correspond to the nominal value of the shares. Currency Pledged amount Actelios Solar SpA Euro Assicurazioni Generali SpA Euro Ben Aketil Wind Energy Ltd GBP 100 Boyndie Wind Energy Ltd GBP 100 Cambrian Wind Energy Ltd GBP 100 Earlsburn Wind Energy Ltd GBP 100 Eolica Cabezo San Roque Sau Euro Eolica Petralia Srl Euro Eolica Sud Srl Euro Eolo 3w Minervino Murge Srl Euro Esquennois Energie Sas Euro Falck Renewables SpA Euro Falck Renewables Finance Ltd GBP 100 Falck Renewables UK Holdings (No.1) Ltd GBP 1 Falck Renewables Wind Ltd GBP Geopower Sardegna Srl Euro Hera SpA Euro Intesa San Paolo SpA Euro Kilbraur Wind Energy Ltd GBP 100 Millennium Wind Energy Ltd GBP 100 Parc Eolien des Crêtes Sas Euro Parc Eolien du Fouy Sas Euro Parque Eolico Plana de Jarreta Sl Euro Parque Eolico La Carracha Sl Euro Prima Srl Euro SE Ty Ru Sas Euro Unicredit SpA Euro With regard to the pledged shares of listed companies, the market values at 31 December 2012 were as follows: Falck Renewables SpA (Euro 170,215 thousand), Intesa San Paolo SpA (Euro 8,320 thousand), Assicurazioni Generali SpA (Euro 2,579 thousand), Hera SpA (Euro 784 thousand) and Unicredit SpA (Euro 6,463 thousand) corresponding to a total market value of Euro 188,361 thousand. page 96.

97 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 2. Income statement and total equity 2.1 Impact of financial assets and liabilities on the income statement and total equity The table below illustrates the net gains or losses generated in 2012 and 2011 from the financial assets/liabilities Gains/(losses) through profit or loss Gains/(losses) reversed from equity to profit or loss Gains/(losses) recorded against equity FL at fair value through profit or loss (160) (160) FA/FL at fair value through equity (23,941) (23,941) FA at fair value through profit or loss FA held for trading FA available-for-sale 415 (5,695) 141 (5,139) FA held-to-maturity Loans and receivables FL at amortised cost Exchange differences (702) (702) Gains/(losses) on disposals 1,656 1,656 Other (not within scope of IFRS 7) 1,897 1,897 Total 4,080 (5,695) (23,800) (25,415) In addition to exchange losses of Euro 702 thousand, other gains/losses through profit or loss comprise: - the change in fair value in IRSs accounted for in line with hedge accounting (loss of Euro 160 thousand and gain of Euro 559 thousand); - dividends on listed equity investments (Euro 415 thousand); - revaluation of the interests in Assicurazioni Generali SpA and Camfin SpA (Euro 415 thousand); - recycling of the fair value reserve in respect of Unicredit SpA ( Euro 5,564 thousand) and Mittel SpA (Euro 131 thousand) from total equity to profit and loss following the significant fall in the value of these investments - the gain on sale of Euro 1,656 thousand arising on the sale of the pre-emptive rights on the shares in Unicredit SpA. The gains and losses through equity relate to the change in fair value of: - financial instruments accounted for applying hedge accounting (- Euro 23,941 thousand); - listed equity investments (Euro 141 thousand). Total page 97.

98 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Gains/(losses) through profit or loss Gains/(losses) reversed from equity to profit or loss Gains/(losses) recorded against equity FL at fair value through profit or loss (764) (764) FA/FL at fair value through equity (14,207) (14,207) FA at fair value through profit or loss FA held for trading (492) (492) FA available-for-sale 1,313 (19,734) (383) (18,804) FA held-to-maturity Loans and receivables FL at amortised cost Exchange differences Gains/(losses) on disposals Other (not within scope of IFRS 7) (878) (878) Total 472 (19,734) (14,590) (33,852) The table below illustrates total interest income/expense (calculated using the effective interest rate method) and the fee income/expense generated by financial assets/liabilities not measured at fair value through profit or loss and the fee income/expense arising from trust and other fiduciary activities in 2012 and Interest income Fee income (expense) (expense) Total FA not at fair value through profit or loss 2,186 2,186 FL not at fair value through profit or loss (57,165) (57,165) Trust and other fiduciary activities (1,831) (1,831) Other (not within scope of IFRS 7) 2,786 2,786 Total (52,193) (1,831) (54,024) Interest income Fee income (expense) (expense) Total FA not at fair value through profit or loss FL not at fair value through profit or loss (64.705) (64.705) Trust and other fiduciary activities (1.501) (1.501) Other (not within scope of IFRS 7) Total (51.223) (1.501) (52.724) Total The reconciliations of the above amounts with the income statement headings for 2012 and 2011 are as follows Gains/losses through profit or loss (1.615) Total interest income/expense (52.193) Fee income/expense (1.831) Total (55.639) Income statement -Finance costs - net (54.327) Income statement -Investment income/expense (1.312) Total income statement (55.639) page 98.

99 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Gains/losses through profit or loss (19,262) Total interest income/expense (51,223) Fee income/expense (1,501) Total (71,986) Income statement -Finance costs - net (52,930) Income statement -Investment income/expense (19,056) Total income statement (71,986) 2.2 Allowances In the course of 2012 a charge of Euro 1,879 thousand was made to the provision for doubtful trade receivables, before utilisation of Euro 3 thousand in respect of Esposito Servizi Ecologici Srl, which may be detailed as follows: - Euro 184 thousand against receivables of Falck SpA due from Palermo Energia Ambiente ScpA; - Euro 1,334 thousand relating to receivables of Sesto Siderservizi Srl; - Euro 220 thousand against receivables of Falck Renewables SpA due from Palermo Energia Ambiente ScpA; - Euro 141 thousand of receivables of Frullo Energia Ambiente Srl. A total of Euro 244 thousand was charged to the provision for doubtful financial receivables as follows: - Euro 94 thousand against receivables of Sesto Siderservizi Srl (formerly Riesfactoring Srl) due from Palermo Energia Ambiente ScpA; - Euro 140 thousand of Falck Renewables SpA receivables due from Palermo Energia Ambiente ScpA; - other minor amounts totalling Euro 10 thousand. 3. Further additional disclosures 3.1 Accounting policies The accounting policies adopted for the recognition and measurement of financial assets and liabilities are presented in the notes to the consolidated financial statements in paragraph Accounting policies. 3.2 Fair Value The tables below disclose the fair value of the financial assets/liabilities and the related carrying amount at 31 December 2012 and 31 December The carrying amount of the financial assets/liabilities valued at cost and amortised cost (see point 1.1) is a reasonable estimate of fair value as these relate to either short-term or variable rate financial assets and liabilities or medium/long-term financial liabilities that, based on sample calculations, did not give rise to significant differences. An exception to this is the convertible debenture loans, the total fair value of which may not be reliably estimated as they include an equity component (options to underwrite shares in Falck SpA) that relates to shares not listed on an active market. The fair value of derivative financial instruments at the balance sheet date is equal to the discounted future cash flows given the Euro curve at 31 December and its related forward rates. page 99.

100 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Fair value Carrying amount Financial assets Investments and securities 19,886 19,886 Financial receivables 1,305 1,305 Trade receivables 114, ,739 Other receivables 7,125 7,125 Cash and cash equivalents 139, ,260 Total 282, ,315 Financial liabilities Financial payables 1,108,351 1,108,351 Trade payables 56,516 56,516 Other payables 17,550 17,550 Total 1,182,417 1,182, Fair value Carrying amount Financial assets Investments and securities 28,983 28,983 Financial receivables 8,747 8,747 Trade receivables 121, ,061 Other receivables 8,211 8,211 Cash and cash equivalents 98,391 98,391 Total 265, ,393 Financial liabilities Financial payables 1,060,553 1,060,553 Trade payables 79,116 79,116 Other payables 16,118 16,118 Total 1,155,787 1,155,787 page 100.

101 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 Analysis of financial liabilities at 31 December 2012 and 31 December 2011 by instrument and conditions Interest rate Fair Carrying Current Non-current (%) value amount portion portion Loan to finance revamp of Rende plant - Banca Popolare di Sondrio -Ecosesto SpA Euribor 6 m + spread 11,025 11,025 1,575 9,450 Banca Popolare Sondrio mortgage - Ecosesto SpA Euribor 3 m + spread 2,439 2,439 1,375 1,064 Shareholders' loan - Prima Srl Euribor 3 m + spread 1,216 1, ,118 Sicily Projects' loan Euribor 3 m + spread 1,376 1,376 1,376 Bank loans Falck SpA 89,435 89, ,122 Other bank borrowings Falck Renewables SPA Euribor 3 m + spread 93,508 93,508 7,679 85,829 Bank loans for interest matured and not paid on project financing 1,271 1,271 1,271 Other borrowings - Falck Renewables Wind group 1,471 1,471 1,471 Payables for royalty instruments Variable 8,810 8,810 8,810 Total borrowings 210, ,551 13, ,769 M/L-term loan Frullo Energia Ambiente Srl Euribor 6 m + spread 24,979 24,979 2,940 22,039 Project financing Prima Srl Euribor 6 m + spread 4,446 4,446 4,446 Project financing Actelios Solar SpA Euribor 6 m + spread 39,505 39,505 2,290 37,215 Project financing Millennium WE Ltd Libor 3 m + Spread 62,087 62,087 3,613 58,474 Project financing Kilbraur WE Ltd Libor 3 m + Spread 66,338 66,338 3,806 62,532 Project financing Ben Aketil WE Ltd Libor 3 m + Spread 26,851 26,851 2,092 24,759 Project financing Earlsburn WE Ltd Libor 3 m + Spread 30,448 30,448 1,903 28,545 Project financing Boyndie WE Ltd Libor 3 m + Spread 3,340 3, ,495 Project financing Cambrian WE Ltd Libor 3 m + Spread 29,383 29,383 4,226 25,157 Project financing Eolica Cabezo San Roque Sau Euribor + spread 8,846 8,846 1,214 7,632 Project financing Eolica Petralia Srl Euribor + spread 24,765 24, ,585 Project financing Eolo 3W Minervino Murge Srl Euribor + spread 72,701 72,701 3,373 69,328 Project financing Parc Eolien de Crêtes Sas Euribor + spread 9,946 9, ,451 Project financing Parc Eolien du Fouy Sas Euribor + spread 9,576 9, ,099 Project financing Esquennois Energie Sas Euribor + spread 12,350 12, ,735 Project financing Eolica Sud Srl Euribor + spread 130, ,308 6, ,513 Project financing Geopower Sardegna Srl Euribor + spread 203, ,825 19, ,195 Project financing Parque Eolico La Charracha SL Euribor + spread 6,107 6, ,347 Project financing Parque Eolico Plana de Jarreta SL Euribor + spread 5,897 5, ,192 Project financing SE Ty Ru Sarl Euribor + spread 3,728 3, ,295 Total borrowings under project financing 775, ,426 60, ,588 IRS - Falck SpA 3,348 3,348 3,348 IRS - Prima Srl IRS - Frullo Energia Ambiente Srl 1,584 1,584 1,584 IRS - Actelios Solar SpA 3,878 3,878 3,878 IRS - Falck Renewables SpA 2,534 2,534 2,534 IRS - Cambrian Wind Energy Ltd 3,063 3,063 3,063 IRS - Kilbraur Wind Energy Ltd 6,367 6,367 6,367 IRS - Millenium Wind Energy Ltd 7,148 7,148 7,148 IRS - Ben Aketil Wind Energy Ltd 5,630 5,630 5,630 IRS - Boyndie Wind Energy Ltd IRS - Earlsburn Wind Energy Ltd 2,889 2,889 2,889 IRS - Eolo 3W Minervino Murge Srl 9,500 9,500 9,500 IRS - Eolica Cabezo San Roque Sau 1,006 1,006 1,006 IRS - Parc Eolien des Crêtes Sas 1,463 1,463 1,463 IRS - Esquennois Energie Sas 1,782 1,782 1,782 IRS - Parc Eolien du Fouy Sas 1,409 1,409 1,409 IRS - Eolica Sud Srl 14,730 14,730 14,730 IRS - Geopower Sardegna Srl 21,507 21,507 21,507 IRS - Parque Eolico La Carracha SL IRS - Parque Eolico Plana de Jarreta SL IRS - SE Ty Ru Sarl Total derivative financial instruments 89,101 89, ,041 Falck convertible debenture loan Off. Ref. rate + 2/3 26,943 26,943 Falck convertible debenture loan 4.16% 6,330 6,330 Total debenture loans 33,273 33,273 Total financial liabilities 1,075,078 1,108,351 74,680 1,033,671 page 101.

102 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Interest rate Fair Carrying Current Non-current (%) Value amount portion portion Loan to finance revamp of Rende plant - Banca Popolare di Sondrio -Ecosesto SpA Euribor 6 m + spread 12,600 12,600 1,575 11,025 Banca Popolare Sondrio mortgage - Ecosesto SpA Euribor 3 m + spread 3,765 3,765 1,326 2,439 Shareholders' loan - Prima Srl Euribor 3 m + spread 1,118 1,118 1,118 Sicily Projects' loan Euribor 3 m + spread 1,288 1,288 1,288 Bank loans Falck SpA 94,488 94,488 3,397 91,091 Other bank borrowings - Falck Renewables SpA Euribor 3 m + spread 84,680 84, ,559 Bank overdrafts - Wind energy sector Libor +spread Other borrowings - Wind energy sector Variable Payables for royalty instruments Variable 8,895 8,895 8,895 Riesfactoring SpA loans 7,274 7,274 7,274 Total borrowings 214, ,924 14, ,415 M/L-term loan Frullo Energia Ambiente Srl Euribor 6 m + spread 26,814 26,814 1,960 24,854 Project financing Prima Srl Euribor 6 m + spread 9,001 9,001 4,687 4,314 Project financing Actelios Solar SpA Euribor 6 m + spread 41,982 41,982 1,869 40,113 Project financing Millennium WE Ltd Libor 3 m + Spread 63,169 63,169 2,618 60,551 Project financing Kilbraur WE Ltd Libor 3 m + Spread 68,420 68,420 3,710 64,710 Project financing Ben Aketil WE Ltd Libor 3 m + Spread 27,983 27,983 1,782 26,201 Project financing Earlsburn WE Ltd Libor 3 m + Spread 31,274 31,274 1,981 29,293 Project financing Boyndie WE Ltd Libor 3 m + Spread 4,097 4, ,262 Project financing Cambrian WE Ltd Libor 3 m + Spread 32,868 32,868 4,238 28,630 Project financing Falck Renewables Finance Ltd Libor 3 m + Spread 1,350 1,350 1,350 0 Project financing Eolica Cabezo San Roque Sl Euribor + spread 9,954 9,954 1,124 8,830 Project financing Eolo 3W Minervino Murge Srl Euribor + spread 79,233 79,233 4,572 74,661 Project financing Parc Eolien de Crêtes Sas Euribor + spread 10,384 10, ,939 Project financing Parc Eolien du Fouy Sas Euribor + spread 9,998 9, ,569 Project financing Esquennois Energie Sas Euribor + spread 12,894 12, ,342 Project financing Eolica Sud Srl Euribor + spread 136, ,699 5, ,417 Project financing Geopower Sardegna Srl Euribor + spread 183, ,560 2, ,647 Total borrowings under project financing 749, ,680 40, ,333 IRS - Falck SpA 1,763 1,763 1,763 IRS - Prima Srl IRS - Frullo Energia Ambiente Srl 1,425 1,425 1,425 IRS - Actelios Solar SpA 1,642 1,642 1,642 IRS - Falck Renewables SpA 1,190 1,190 1,190 IRS - Cambrian WE Ltd 3,363 3,363 3,363 IRS - Kilbraur WE Ltd 6,172 6,172 6,172 IRS - Millennium WE Ltd 7,459 7,459 7,459 IRS - Ben Aketil WE Ltd 5,247 5,247 5,247 IRS - Boyndie WE Ltd IRS - Earlsburn WE Ltd 3,070 3,070 3,070 IRS - Eolo 3W Minervino Murge Srl 6,799 6,799 6,799 IRS - Eolica Cabezo San Roque Sl 1,145 1,145 1,145 IRS - Parc Eolien des Crêtes Sas 1,020 1,020 1,020 IRS - Esquennois Energie Sas 1,228 1,228 1,228 IRS - Parc Eolien du Fouy Sas IRS - Eolica Sud Srl 9,375 9,375 9,375 IRS - Geopower Sardegna Srl 10,355 10,355 10,355 Total derivative financial instruments 62,676 62,676 62,676 Falck convertible debenture loan Off. Ref. rate + 2/3 26,943 26,943 Falck convertible debenture loan 4.16% 6,330 6,330 Total debenture loans 33,273 33,273 Total financial liabilities 1,027,280 1,060,553 54,856 1,005,697 page 102.

103 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 Analysis of financial receivables due from third parties at 31 December 2012 and 31 December 2011 by instrument and conditions Interest rate Fair Carrying Current Non-current (%) Value amount portion portion Amounts due from employees Variable 1,302 1,302 1,302 Other Total financial receivables 1,305 1,305 1, Interest rate Fair Carrying Current Non-current (%) Value amount portion portion Falck Energy SpA receivables Euribor + spread 1,017 1,017 1,017 Riesfactoring SpA receivables 6,966 6,966 6,966 Total third party receivables 7,983 7,983 7,983 Financial receivables due from associates (Parco Eolico la Carracha; Parco Eolico Plana de Jarreta; Euribor+ spread Eolica Calabra) Total financial receivables due from associates Receivables due from subsidiaries (AGR Malaysia) Total financial receivables due from subsidiaries Total financial receivables 8,747 8,747 8, Section II: Risks arising from financial instruments 1. Credit risk 1.1 Qualitative disclosures Credit risk represents both potential losses from non-settlement of receivables and the counterparty risk connected with the negotiation of other financial activities. The credit risk exposure of the Falck Group is very limited. Customer concentration is high but the exposure is mitigated by the nature of these customers as more than 90% is due from the Italian Electricity System operator (GSE), or similar entities and public authorities. Financial receivables are significant in value but largely consist of cash and cash equivalents that are held with primary lending institutions. The same applies to credit risk attributable to the counterparties with which the derivative financial instruments are negotiated. A summary quantitative indication of the maximum exposure to credit risk is the carrying amount of the financial assets, expressed gross of derivatives with a positive fair value and net of any guarantees. The Group does not enter into instruments or guarantees to mitigate credit risk; consequently, the disclosures below are not affected by such instruments. page 103.

104 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS Quantitative disclosures At 31 December 2012 the maximum credit risk exposure amounted to Euro 262,429 thousand and comprised: Gross Write-down Net Financial receivables 17,924 (16,619) 1,305 Trade receivables 138,651 (23,912) 114,739 Other receivables 7,125 7,125 Cash and cash equivalents 139, ,260 Total 302,960 (40,531) 262,429 At 31 December 2011 the maximum credit risk exposure amounted to Euro 236,410 thousand and comprised: Gross Write-down Net Financial receivables 21,210 (12,463) 8,747 Trade receivables 142,474 (21,413) 121,061 Other receivables 8,211 8,211 Cash and cash equivalents 98,391 98,391 Total 270,286 (33,876) 236,410 An analysis of trade receivables at 31 December 2012 and 31 December 2011 by class of customer with the corresponding percentage of total receivables is set out below. This provides a summary indication of the concentration of commercial credit risk Class of customer Total exposure % exposure by class of customer GSE (or equivalent entity) 103,085 90% Public authorities (municipalities) 2,364 2% Other entities 9,290 8% Total trade receivables 114, % Class of customer Total exposure % exposure by class of customer GSE (or equivalent entity) 89,712 74% Public authorities (municipalities) 3,505 3% Other entities 27,844 23% Total trade receivables 121, % page 104.

105 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 The ageing of trade receivables by class of customer, analysed by the overdue periods used internally to monitor receivables, as at 31 December 2012 and 31 December 2011 is set out below. The last column shows balances not yet overdue at 31 December 2012 and 31 December 2011 respectively. Total exposure Overdue Total overdue Not yet overdue > GSE (or similar entity) 103, , ,854 Public authorities 2, ,262 1,102 Other entities 9,290 2, ,564 4,726 Total trade receivables 114,739 2, ,288 2,348 7, ,682 Total exposure Overdue Total overdue Not yet overdue > GSE (or similar entity) 89,712 1, ,875 4,191 13,763 24,044 65,668 Public authorities 3, ,417 2,087 Other entities 27,844 10,146 1, ,005 3,639 16,417 11,427 Total trade receivables 121,060 11,863 2,320 4,307 5,642 17,746 41,878 79, Liquidity risk 2.1 Qualitative disclosures Liquidity risk is summarised in the tables below that illustrate the financial liabilities grouped by maturity date. A significant portion of financial liabilities is due within twelve months (Euro 148,746 thousand) and mainly consists of bank borrowings and trade payables. The remaining balance of financial liabilities has longer expiry dates and principally relates to project financing. The Falck Group has a centralised group treasury department that does not use a cash pooling system but nets opposing balances through the use of specific intercompany correspondence accounts. The Falck Group prepares an update of the cash flow statement and the cash budget on a monthly basis, in which the actual data for the period are supported by a summary evaluation and commentary. 2.2 Quantitative disclosures Financial liabilities are analysed by contractual maturity across four time bands. Shareholders loans have been disclosed separately as the maturity dates are not defined based on individual contractual agreements. The convertible debenture loans have been included on the assumption that they are not convertible. page 105.

106 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 Analysis of financial liabilities (principal amounts: amounts due by contractual maturity) < 12 months 1-2 years 2-5 years > 5 years Total Bank borrowings 13,199 88,468 93,847 3, ,663 Frullo Energy Ambiente non-recourse loan 2,940 3,611 12,397 6,031 24,979 Project financing 57,897 57, , , ,447 Subordinated convertible debenture loans 33,273 33,273 Trade payables 56,516 56,516 Total 130, , , ,222 1,063,878 Analysis of financial liabilities (principal amounts: amounts due by estimated contractual maturity) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 584 1,118 1,376 3,078 Royalty instruments 8,810 8,810 Other payables 17, ,550 Total 18,095 1,157 10,186 29,438 Analysis of financial liabilities (principal amounts: amounts due by contractual maturity) < 12 months 1-2 years 2-5 years > 5 years Total Bank borrowings 14,081 2, ,439 4, ,195 Frullo Energy Ambiente non-recourse loan 1,960 2,940 12,186 9,728 26,814 Project financing 38,387 41, , , ,866 Subordinated convertible debenture loans 33,273 33,273 Trade payables 121, ,061 Total 175,489 47, , ,629 1,107,209 Analysis of financial liabilities (principal amounts: amounts due by estimated contractual maturity) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans 428 2,406 2,834 Royalty instruments 8,895 8,895 Other payables 8,211 8,211 Total 8,639 2,406 8,895 19,940 Analysis of financial liabilities (estimated flows on contractual basis: interest costs plus IRS differentials) < 12 months 1-2 years 2-5 years > 5 years Total IRS differentials 22,020 20,326 35,128 13,204 90,678 Bank borrowings 4,960 5,091 3, ,302 Project financing 20,081 19,737 59, , ,684 Debenture loan 1,072 1,072 1,072 3,216 Total 48,133 46,226 98, , ,880 Analysis of financial liabilities (flows on estimated contractual basis: interest costs) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans Total page 106.

107 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 Analysis of financial liabilities (estimated flows on contractual basis: interest costs plus IRS differentials) < 12 months 1-2 years 2-5 years > 5 years Total IRS differentials 15,000 15,927 26,467 5,518 62,912 Bank borrowings 5,350 6,886 12, ,694 Project financing 28,221 30,659 90, , ,445 Debenture loan 1,071 1,071 2,132 4,274 Total 49,642 54, , , ,325 Analysis of financial liabilities (flows on estimated contractual basis: interest costs) < 12 months 1-2 years 2-5 years > 5 years Total Shareholders' loans Total Market risks 3.1 Interest rate risk Qualitative and quantitative disclosures The Falck Group manages interest rate risk centrally. Although it does not define in advance the maximum variable rate debt exposure, the Group does follow well-established procedures aimed at monitoring risk and that avoid undertaking transactions of a speculative nature. The type and suitability of hedging instruments is evaluated for each specific case in consideration of the amount of exposure and current financial market. The Falck Group uses derivative financial instruments to hedge interest rates and in particular enters into interest rate swaps (IRS) with the exclusive aim of hedging variable rate loans that are accounted for under hedge accounting. Although these operations are entered into to hedge interest rate risk, certain instruments comprise optional elements therefore hedge accounting may not be applied: changes in fair value of these derivatives follow the general rule applied to trading derivatives and are charged directly to the income statement with a direct effect on the profit for the year. The degree of Falck s interest rate exposure was measured through a sensitivity analysis. A brief description of the methodology used to perform the sensitivity analysis and the results obtained is provided below. The impact on the income statement was considered by applying a different interest rate scenario. For this purpose finance costs were calculated assuming a new scenario. More precisely two new scenarios were adopted that assumed a decrease and an increase in interest rates, respectively. The changes in interest rates of each scenario were applied to the average interest rate paid during the year on variable rate financial liabilities. Given the current market situation and the potential rise in interest rates, an increase of 50 basis points and a decrease of 15 basis points were applied. An increase of 50 basis points would have resulted in a negative impact on the loss for the year ended 31 December 2012 of approximately Euro 430 thousand, while a decrease of 15 basis points would have determined a positive impact on the loss for the year of approximately Euro 129 thousand. 3.2 Foreign exchange risk Qualitative and quantitative disclosures page 107.

108 5.2.7 Additional disclosures in the consolidated financial statements on financial instruments in accordance with IFRS 7 The Falck Group adopts a centralised approach to foreign exchange risk management. A sensitivity analysis was performed in order to evaluate the impact of the volatility of exchange rates on balances denominated in foreign currencies at 31 December 2012 for each Group company. Two different scenarios were assumed that consider, respectively, a 10% appreciation and a 10% fall in the spot exchange rate between the two currencies in question. Based on the simulations performed a 10% appreciation of the foreign currency against the reporting currency would have affected the balances denominated in foreign currency, and as a consequence the loss before income tax, as an exchange loss amounting to Euro 2,738 thousand. A fall of 10% of the foreign currency against the reporting currency would, on the other hand, have influenced the foreign currency balances, and consequently the loss for the year before income tax, as an exchange gain of Euro 3,193 thousand. This analysis relates to the foreign exchange exposure in accordance with IFRS 7 and does not take into account the impact of the depreciation or appreciation of foreign currencies on translating the financial statements of overseas subsidiaries that are prepared in a currency other than the functional currency of the Euro. page 108.

109 5.3 Supplementary information to the consolidated financial statements

110 5.3 Supplementary information to the consolidated financial statements List of investments in subsidiaries and associates Registered Currency Share Direct. Companies consolidated applying the line-by-line method office capital holding % Subsidiary Falck SpA Milan Euro Actelios Solar SpA Catania Euro ,000 Falck Renewables SpA Ambiente 2000 Srl Milan Euro ,000 Falck Renewables SpA Ben Aketil 2 Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Ben Aketil Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Boyndie Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables UK Holdings (No.1) Ltd Cambrian Wind Energy Ltd London (United Kindgom) GBP ,000 Falck Renewables UK Holdings (No.1) Ltd Dunbeath Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Earlsburn Mezzanine Ltd London (United Kindgom) GBP ,000 Falck Renewables Wind Ltd Earlsburn Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Earlsburn Mezzanine Ltd Ecosesto SpA Rende (Cosenza) Euro ,000 Falck Renewables SpA Ecoveol Sas Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Elettroambiente SpA Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables SpA Elektrownie Wiatrowe Bonwind Leszno Sp.Z.o.o. Poznan (Poland) PLN ,000 Falck Renewables Wind Ltd Elektrownie Wiatrowe Bonwind Łyszkowice Sp.Z.o.o. Elektrownie Wiatrowe Bonwind Kamienica Sp.Z.o.o. Łódź (Poland) PLN ,000 Falck Renewables Wind Ltd Łódź (Poland) PLN ,000 Falck Renewables Wind Ltd Eolica Cabezo San Roque Sau Saragozza (Spain) Euro ,000 Falck Renewables Wind Ltd Eolica Petralia Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables Wind Ltd Eolica Sud Srl Davoli Marina (Cz) Euro ,000 Falck Renewables Wind Ltd Eolo 3W Minervino Murge Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables Wind Ltd Esposito Servizi Ecologici Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables SpA Esquennois Energie Sas Paris (France) Euro ,000 Falck Renewables Wind Ltd Ezse Elektrik Uretim Ltd Sirketi Izmir (Turkey) YTL ,000 Falck Renewables Wind Ltd Falck Energies Renouvelables Sas Rennes (France) Euro ,000 Falck Renewables Wind Ltd Falck Energy SpA Milan Euro ,1 100,000 Falck Renewables Finance Ltd London (United Kindgom) GBP ,000 Falck Renewables Wind Ltd Falck Renewables Italia Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables Wind Ltd Falck Renewables SpA Milan Euro ,000 % Indirect holding Falck Renewables Wind Ltd London (United Kindgom) GBP ,989 Falck Renewables SpA Falck Renewables Energy Srl Sesto San Giovanni Euro ,000 Falck Renewables SpA Falck Renewables UK Holdings (No.1) Ltd London (United Kindgom) GBP 1 100,000 Falck Renewables Finance Ltd Geopower Sardegna Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables Wind Ltd Italian Lao Group Co Ltd Vientiane (Lao PDR) USD ,240 Falck Energy SpA Kilbraur 2 Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Kilbraur Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Kingsburn Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Millennium Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Ness Wind Energy Ltd London (United Kindgom) GBP ,000 Falck Renewables Wind Ltd page 110.

111 5.3 Supplementary information to the consolidated financial statements % Indirect holding Registered Currency Share Direct offices capital holding % Subsidiary. Companies consolidated applying the line-by-line method (continued) Nutberry Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Parc Eolien d'availles - Limouzin Sarl Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Parc Eolien de Sainte Trephine Sarl Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Parc Eolien de Moulismes Sarl Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Parc Eolien de Plovenez du Faou Sarl Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Parc Eolien d'illois Sarl Rennes (France) Euro ,000 Falck Energies Renouvelables Sas Parc Eolien des Cretes Sas Paris (France) Euro ,000 Falck Renewables Wind Ltd Parc Eolien du Fouy Sas Paris (France) Euro ,000 Falck Renewables Wind Ltd Falck Renewables Gmbh and co.kg Nuremberg (Germany) Euro ,000 Falck Energies Renouvelables Sas Falck Renewables Verwaltungs Gmbh Nuremberg (Germany) Euro ,000 Falck Energies Renouvelables Sas Platani Energia Ambiente ScpA (in liquidation)* Sesto S. Giovanni (Mi) Euro ,770 Elettroambiente SpA Prima Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Renewables SpA SE Ty Ru Sas Rennes (France) Euro ,000 Falck Renewables Gmbh and co.kg Sesto Siderservizi Srl Sesto S. Giovanni (Mi) Euro ,000 Solar Mesagne Srl Brindisi Euro ,000 Falck Renwables SpA Spaldington Airfield Wind Energy Ltd London (United Kingdom) GBP ,000 Falck Renewables Wind Ltd Tifeo Energia Ambiente ScpA (in liquidation)* Sesto S. Giovanni (Mi) Euro ,350 Elettroambiente SpA Wysoka Wind Farm Sp. Z.O.O. Poznan (Poland) PLN ,000 Falck Renewables Wind Ltd. Companies valued applying equity method Frullo Energia Ambiente Srl Bologna Euro ,000 Falck Renewables SpA Nuevos Parque Eolicos La Muela AIE Saragozza (Spain) Euro ,000 Parque Eolico La Carracha SL 50,000 Parque Eolico Plana de Jarreta SL Parque Eolico La Carracha Sl Saragozza (Spain) Euro ,000 Falck Renewables Wind Ltd Parque Eolico Plana de Jarreta Sl Saragozza (Spain) Euro ,000 Falck Renewables Wind Ltd. Other investments in subsidiaries and associates valued at cost Falck Bioenergy (Thailand) Co. Ltd (in liquid) Bangkok (Thailand) BATH ,000 Falck Energy SpA Fri Energetica Srl Cosenza Euro ,000 Falck Renewables Wind Ltd Palermo Energia Ambiente ScpA (in liquidation) Sesto S. Giovanni (Mi) Euro ,730 23,270 Falck Renewables SpA * The amounts relating to Platani and Tifeo were taken from the draft liquidation accounts sent by the liquidators on 3 May 2013 page 111.

112 5.4 Report of the board of statutory auditors on the consolidated financial statements

113 5.4 Report of the board of statutory auditors on the consolidated financial statements REPORT OF THE BOARD OF STATUTORY AUDITORS ON THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Pursuant to article 41 Legislative Decree 127 9/4/1991 Dear Shareholders, the consolidated financial statements for the year ended 31 December 2012 show a loss attributable to owners of the parent of Euro 56,347 thousand, equity attributable to owners of the parent of Euro 103,649 thousand, and total assets and total liabilities of Euro 1,522,700 thousand. The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards IAS IFRS and agree with the accounting records of the parent company. No information was received from the companies included in the scope of consolidation. The scope of consolidation is clearly illustrated in the notes to the financial statements together with the principles of consolidation adopted. The directors report reflects the information presented in the consolidated financial statements. There are no matters to note on the consolidation of investments, the difference arising on consolidation, any impairment losses recorded and the elimination of intercompany balances. Milan, 13 June 2013 The board of statutory auditors page 113.

114 5.5 Independent auditors report on the consolidated financial statements

115 5.5 Independent auditors report on the consolidated financial statements page 115.

116 5.5 Independent auditors report on the consolidated financial statements page 116.

117 6. Falck SpA Directors report

118 6.1 Falck SpA Directors report The information required to be disclosed in the directors report in accordance with legislation is presented in the directors report on the consolidated financial statements. The information below relates exclusively to the parent company Operating and financial review of Falck SpA Financial highlights Total value of production 2,165 1,910 Cost of production - employee costs (551) (570) - other costs (4,697) (16,853) Total cost of production (5,248) (17,423) Difference between value and cost of production (3,083) (15,513) Financial income and charges - income from equity investments 5,381 4,472 - other financial income 1,389 3,001 - interest expense and other financial charges (6,970) (14,147) - exchange gains and losses 13 1,104 Total financial income and charges (187) (5,570) (Loss) from ordinary activities (3,270) (21,083) - Adjustments to financial assets, net of extraordinary income and expenses 3,184 (12,031) - Income tax 795 1,335 Profit/(loss) for the year 709 (31,779) Capital expenditure 0 0 Cash flow after financial charges and taxes 255, ,923 Invested capital 355, ,833 Net financial position (asset)/indebtedness 99, ,910 Employees (no.) Performance and review of business in 2012 Falck SpA recorded a profit of Euro 709 thousand (compared to a loss of Euro 31,779 thousand for the year ended 31 December 2011). The previous year result was significantly affected by the Euro 11,240 thousand write-off of against trade receivables due from Palermo Energia Ambiente ScpA, Euro 6,441 thousand written off against financial receivables, the write-down of the interest in Pea for Euro 3,224 thousand and the charge to the sundry risks provision of Euro 2,139 thousand representing Falck s commitment to provide Pea with the funds required to settle a number of its creditors (including Euro 1,413 thousand due to Riesfactoring SpA). The total impact was Euro 23,044 thousand. The 2012 result also includes the write-down of trade receivables due from the Sicily Project companies (Tifeo and Platani) for Euro 1,400 thousand. Moreover, the result was affected by the write-down of Euro 184 thousand on trade receivables due from Pea that arose in 2012 and a charge to the sundry risks provision for page 118.

119 6.1 Falck SpA Directors report Euro 2,207 thousand in respect of Falck s obligation to provide the financial resources to meet a number of Pea s third party creditors and liquidation costs. These adjustments have had a total negative impact on the result for the year of Euro 3,791 thousand. Income from investments amounted to Euro 5,381 thousand (2011 Euro 4,472 thousand) representing an increase of Euro 909 thousand. Revenue (Euro 739 thousand) is entirely attributable to the amount invoiced to Falck Renewables SpA for use of the Falck trademark. The result includes the gain on sale of Euro 1,291 thousand arising on disposal of an apartment in Rome. The costs of services has fallen dramatically compared to the previous year (-Euro 2,216 thousand) while employee costs are in line with the prior year (-Euro 18 thousand). The following companies participated together with Falck SpA, the consolidating company, in the group tax regime for the 2012 financial year: - Actelios Solar SpA - Ecosesto SpA - Elettroambiente SpA - Eolica Petralia Srl - Eolica Sud Srl - Eolo 3W Minervino Murge Srl - Esposito Servizi Ecologici Srl - Falck Energy SpA - Falck Renewables Italia Srl - Falck Renewables SpA - Geopower Sardegna Srl - Platani Energia Ambiente ScpA - Prima Srl - Sesto Siderservizi Srl - Solar Mesagne Srl - Tifeo Energia Ambiente ScpA. The net financial position, a net indebtedness of Euro 99,873 thousand, fell by Euro 3,037 thousand compared to 31 December 2011, largely due to the amount received on the disposal of the apartment in Rome Employees The number of employees at the year-end was 4 with no change compared to the previous year-end. (Number) Change Managers 3 3 White-collar staff 1 1 Blue-collar staff Total employees Capital expenditure No capital expenditure was incurred in the course of page 119.

120 6.1 Falck SpA Directors report Performance of subsidiaries Information on the performance of operating subsidiaries and significant events in 2012 is set out in the directors report on the consolidated financial statements Corporate governance Legal representation of the company and signatory powers are vested in the Chairman, Deputy chairman and Chief Executive Officer individually and in line with the limits assigned to them, in accordance with article 15 of the Company s articles of association. The chairman and CEO are vested with powers relating to ordinary and extraordinary management. A number of Falck Renewables SpA managers who, in line with their contracts, are responsible for managing the company, have been vested, either by the chairman or the CEO, with joint signatory authority in respect of ordinary management activities relevant to their roles in the company. The board of directors is informed on a regular basis, immediately where necessary, on matters regarding the performance and the economic and financial position of the company and its subsidiaries. The chairman and the CEO of the parent company hold the office of chairman and deputy chairman respectively in the principal subsidiaries Related party transactions Falck SpA carries out arm s length transactions of both a trade and financial nature with its subsidiaries and associates. These allow for Group synergies to be achieved through the use of common services and know-how and the application of common financial policies. In particular, these transactions relate to specific activities, details of which are included in the notes to the financial statements, issuing loans and guarantees. The Company also participates in the consolidated tax regime and Group VAT return. No transactions of an economic-financial nature take place between Falck SpA and Finmeria Srl, which holds a 65.96% stake in Falck SpA Holding of own shares Pursuant to article 2428, paragraph 2, point 3 of the Italian Civil Code, the Company declares that at 31 December 2012, it held 6,907,653 own shares, of which 3,561 are savings shares, for a total nominal value of Euro 6,907,653 representing 9.49% of the Company s entire share capital. The total book value of Euro 12,192, corresponds to an average share price of Euro No subsidiaries, either directly or through trust companies or intermediaries, held shares in Falck SpA at 31 December page 120.

121 6.1 Falck SpA Directors report Purchase or sale of own shares In accordance with article 2428, paragraph 2, point 4 of the Italian Civil Code, the Company declares that it did not purchase or sell its own shares in the course of Research and development activities The Company did not carry out research and development activities during the year Registered offices and secondary headquarters The registered offices are in 16, Corso Venezia, Milan and the administrative headquarters are in Via Alberto Falck 4-16, Sesto San Giovanni (MI). The Company does not have secondary headquarters Significant events after the balance sheet date No significant events took place after the balance sheet date other than the events disclosed in page Management outlook and going concern The results for 2013 are expected to fall on 2012 as this year s results benefited from the gain on disposal of the apartment in Rome will benefit from the full year income deriving from the Falck trademark licence contract, which is linked to the increase in consolidated revenue of Falck Renewables SpA compared to the amount recorded for the year ended of Euro 185,245 thousand. In light of the above, the 2013 profit for the year will largely depend on the level of dividends received and due from stakes in listed companies (Intesa San Paolo SpA and Assicurazioni Generali SpA) Proposed appropriation of the profit for the year The financial statements as at and for the year ended 31 December 2012 closed with a profit for the year of Euro 708,490 that we propose to carry forward in retained earnings. Where in agreement, we invite you to approve the 2012 annual report comprising the balance sheet, profit and loss account and notes to the financial statements. On behalf of the board of directors The Chairman Federico Falck Milan, 12 June 2013 page 121.

122 6.2 Falck SpA financial statements for the year ended 31 December 2012

123 6.2.1 Falck SpA balance sheet BALANCE SHEET 31 DECEMBER DECEMBER 2011 CHANGE FALCK SpA Amounts Amounts Total Amounts Amounts Total Amounts Amounts Total ASSETS due within due after (Euro) due within due after (Euro) due within due after (Euro) 12 months 12 months 12 months 12 months 12 months 12 months A) SHARE CAPITAL SUBSCRIBED AND NOT YET PAID B) FIXED ASSETS I. Intagible assets 1 Start-up and expansion costs 0 2 Research, development and advertising expenses 0 3 Industrial patent rights 0 4 Concessions, licences, trademarks and similar rights (4.039) 5 Goodwill 0 6 Assets under construction and advances 0 7 Other intangible assets ( ) Total intangible assets ( ) II. Tangible assets 1 Land and buildings ( ) 2 Plant and machinery 0 3 Industrial and commercial equipment 0 4 Other tangible assets (23.195) 5 Assets operated under concession 0 6 Assets under construction and advances 0 Total tangible assets ( ) III. Financial assets 1 Equity investments : a subsidiaries ( ) b associates 0 c other companies ( ) Total equity investments ( ) 2 Receivables : a due from subsidiaries b due from associates c due from parent company d due from others e due from other group companies f guarantee deposits ( ) (207) Total receivables ( ) (207) 3 Securities Own shares (nominal value Euro 6,907,653) Total financial assets ( ) TOTAL FIXED ASSETS ( ) C) CURRENT ASSETS I. Inventory 1 Raw materials and consumables and goods Work in progress, semi-finished products and goods Contract work in progress Finished products and goods Advance payments Total inventory II. Receivables 1 Trade receivables ( ) 0 ( ) 2 Due from subsidiaries a trade ( ) ( ) ( ) b financial ( ) 0 ( ) c other Total receivables due from subsidiaries ( ) ( ) ( ) 3 Due from associates a trade b financial c other Total receivables due from associates Due from parent company a trade b financial c other Total receivables due from parent company bis Tax credits ( ) 0 ( ) 4ter Deferred tax assets ( ) 0 ( ) 5 Due from others a financial b advance payments (1.551) 0 (1.551) c other Total receivables due from others Due from other group companies a trade b financial c other Total receivables due from other Group companies Total receivables ( ) ( ) ( ) III. Short-term investments 1 Investments in subsidiaries Investments in associates Investments in other companies Own shares Securities 0 6 Bills receivable Total short-term investments IV. Cash and bank 1 Bank and post office accounts (12.919) 2 Cheques Cash in hand Total cash and bank (12.199) TOTAL CURRENT ASSETS ( ) D) ACCRUED INCOME AND PREPAID EXPENSES TOTAL ASSETS ( ) page 123.

124 6.2.1 Falck SpA balance sheet BALANCE SHEET 31 DECEMBER DECEMBER 2011 CHANGE FALCK SpA Amounts Amounts Total Amounts Amounts Total Amounts Amounts Total LIABILITIES due within due after (Euro) due within due after (Euro) due within due after (Euro) 12 months 12 months 12 months 12 months 12 months 12 months A) SHAREHOLDERS' EQUITY I. Share capital II. Share premium reserve III. Revaluation reserve 1 reserve ex Law 72/ reserve ex Law 413/ Total revaluation reserve IV. Legal reserve ( ) V. Statutory reserve 0 VI. Reserve for own shares VII. Other reserves 1 Extraordinary reserve Contributions from shareholders Total other reserves VIII. Profit /(loss) carried forward ( ) IX. Profit /(loss) for the period ( ) TOTAL SHAREHOLDERS' EQUITY B) PROVISIONS FOR RISKS AND CHARGES 1 For pensions and similar obligations 0 2 For taxes a Current b Deferred Total provision for taxes Other provisions a Provision for litigation b Provision for equity investment risks ( ) c Provision for environmental improvements d Provision for reorganisation and liquidation costs e Sundry provisions Total other provisions ( ) TOTAL PROVISIONS FOR RISKS AND CHARGES ( ) C) EMPLOYEE SEVERANCE INDEMNITY D) PAYABLES 1 Bonds and debenture loans Convertible bonds and debenture loans Shareholders' loans Bank loans and overdrafts ( ) ( ) ( ) 5 Other financing creditors Advance payments received Trade payables ( ) 0 ( ) 8 Bills payable Due to subsidiaries a trade b financial c other ( ) 0 ( ) Total amount due to subsidiaries ( ) 0 ( ) 10 Due to associates a trade b financial c other Total amount due to associates Due to parent company a trade b financial c other Total amount due to parent company Tax payables ( ) 0 ( ) 13 Social security and national insurance contributions (779) 0 (779) 14 Other payables ( ) 0 ( ) 15 Due to other group companies a trade b financial c other Total amount due to other group companies TOTAL PAYABLES ( ) ( ) ( ) E) ACCRUED LIABILITIES AND DEFERRED INCOME (51.461) TOTAL LIABILITIES ( ) page 124.

125 6.2.2 Falck SpA memorandum accounts I Guarantees given Euro Amounts Off Amounts Off included on the balance sheet Total included on the balance sheet Total balance sheet items balance sheet items - Personal guarantees given 1 Guarantees - commitments of the company commitments of subsidiaries - commitments of third parties 2 Sureties - commitments of the company Other guarantees - Garanzie Real guarantees reali prestate given 1 Pledges - commitments of the company Mortages II Other memorandum items - Guarantees received - warranties Securities and assets held on deposit - Contingencies - Commitments - Leasing liabilities - Securities and assets held by third parties page 125.

126 6.2.3 Falck SpA income statement (euro) Variazioni A) Value of production 1 Revenue from sales and services Change in work in progress, semi-finished and finished products 0 3 Change in contract work in progress 0 4 Own work capitalised a production and inventory 0 b capitalised interests 0 Total own work capitalised Other income a grants received 0 b other operating income 0 c recharged expenses (97.884) d sundry income ( ) e property income 0 f gains from ordinary operations 0 g non-recurring income Total other income Total value of production B) Cost of production 6 Raw materials and consumables and goods (11.420) (44.262) Cost of services a services ( ) ( ) b utilities (5.618) (16.876) c sundry costs (83.741) ( ) Total cost of services ( ) ( ) Rentals and leasing charges ( ) ( ) (18.084) 9 Employee costs a salaries and wages ( ) ( ) 995 b social security charges ( ) ( ) c staff leaving indemnity (TFR) (27.676) (28.294) 618 d pensions and similar obligations 0 e other costs (7.493) (13.153) Total employee costs ( ) ( ) Amortisation,depreciation and write-downs a amortisation of intangible assets ( ) ( ) 973 b depreciation of tangible assets (23.195) (34.320) c other write-downs on fixed assets 0 d write-down of current assets and cash e utilisation of bad debt provision in respect of current assets ( ) ( ) g and cash 0 f bad debts 0 Total amortisation,depreciation and write downs ( ) ( ) Change in inventory of raw materials and consumables and goods 0 12 Provision for contingencies a Charge to provision for litigation 0 b Utilisation of provision for litigation 0 Total provision for contingencies Other provisions 0 14 Other operating charges a indirect taxes (9.566) (11.150) b property charges 0 c losses from ordinary operations 0 d non-recurring expenses ( ) ( ) e other (26.269) ( ) Total other operating charges ( ) ( ) Total cost of production ( ) ( ) Difference between value and cost of production ( ) ( ) C) Financial income and charges 15 Income from equity investments a subsidiaries b associates 0 c other companies ( ) d tax credits on dividends 0 e gains on disposal of equity investments ( ) Total income from equity investments page 126.

127 6.2.3 Falck SpA income statement (euro) Variazioni 16 Other financial income a From receivables included in fixed assets a.1 subsidiaries a.2 associates a.3 parent company a.4 other group companies a.5 others Total from receivables included in fixed assets b From securities included in fixed assets c From securities included in current assets c.1 interest income from securities c.2 gains from disposal of securities Total income from securities included in current assets d Other income d.1 interest and commission from subsidiaries ( ) d.2 interest and commission from associates (25.111) d.3 interest and commission from parent company d.4 interest and commission from other group companies d.5 interest and commission from banks d.6 interest and commission from others and sundry income Total other income ( ) Total other financial income ( ) 17 Interest expense and other financial charges a subsidiaries (7.249) (265) (6.984) b associates c parent company d other group companies e others ( ) ( ) f losses on disposal of equity investments ( ) g losses on disposal of securities Total interest expense and other financial charges 17bis Exchange gains and losses ( ) ( ) a exchange gains ( ) b exchange losses ( ) ( ) Total exchange gains and losses ( ) Total financial income and charges ( ) ( ) D) Adjustments to financial assets 18 Revaluations a equity investments b financial assets included in fixed assets c securities included in current assets Total revaluations Write-downs a equity investments a.1 permanent losses on equity investments ( ) ( ) a.2 provision for equity investment risks a.3 utilisation of provision for equity investment risks Total write-downs on equity investments ( ) ( ) b of financial assets included in fixed assets c of securities included in current assets ( ) Total write-downs ( ) ( ) Total adjustments to financial assets ( ) E) Extraordinary income and expenses 20 Income a gains from extraordinary disposals b other extraordinary income (32.203) c utilisation of provision for reorganisation and liquidation costs Total extraordinary income Expenses a losses from extraordinary disposals b tax relating to prior financial periods (12.339) c other extraordinary charges ( ) ( ) d reorganisation and liquidation costs Total extraordinary expenses ( ) ( ) Total extraordinary items ( ) Loss for the year before taxation (86.082) ( ) Tax on profit for the year ( ) 23 Loss/(profit) for the year ( ) page 127.

128 6.2.4 Falck SpA notes to the financial statements General information Presentation of the balance sheet and profit and loss account (article 2423 ter) The Company has adopted the balance sheet and profit and loss account layouts pursuant to articles 2424 and 2425 of the Italian Civil Code. A number of variations, the addition and removal of headings, have been made to the above statements in order to provide a clearer presentation of the financial statements. Departures as per paragraph 4 of article 2423 During the year no exceptional circumstances arose that would have resulted in the application of the accounting principles set out in Legislative Decree 127/91 not giving a true and fair view of the Company s financial position, result of operations and cash flows. As a result the departures allowed by law were not required to be adopted. Accounting policies and valuation criteria The accounting policies adopted comply with the regulations governing the preparation of financial statements. The amounts included in the financial statements were valued in accordance with the general concept of prudence and the accrual basis of accounting and on a going concern basis, thus for accounting purposes precedence is given to the economic substance of transactions. Income is recognised only in the event that it is realised within the year, while contingencies and losses are recognised immediately even when they relate to subsequent accounting periods. Where necessary previous year amounts have been reclassified in order to provide a better understanding and more comparable information, without however impacting the Company s total equity or result for the year. The principal accounting policies and valuation criteria are set out below: Intangible assets Intangible assets are recorded, with the approval of the board of statutory auditors where necessary, at cost and are amortised over five years. These principally comprise expenditure incurred to utilise licences and for the registration of trademarks. Tangible fixed assets and depreciation Tangible fixed assets are recorded at purchase or production cost, including direct charges. Finance costs relating to specific loans are included only up until the date from which the assets may be utilised. Cost is adjusted only in accordance with local legislation where this allows the revaluation of tangible fixed assets. Depreciation is calculated systematically on the cost, or revalued amount, based on rates that represent the estimated remaining useful lives of the assets. The depreciation rates applied correspond prudently to the economic-technical rates. The rates used are as follows: plant 12%-17%, equipment 25%, office furniture and equipment 12%-20%, motor vehicles 25%. In the financial year in which a fixed asset comes into use, the depreciation allowance is reduced based on the period of actual use. Ordinary maintenance costs are expensed in the profit and loss account as incurred. Maintenance expenditure that increases the asset value is added to the cost of the asset to which it relates and is depreciated over the remaining useful life of the asset. page 128.

129 6.2.4 Falck SpA notes to the financial statements Financial assets Equity investments Equity investments in subsidiaries, associates (between 20% and 50% of share capital), and other companies included within fixed assets are valued at cost adjusted for revaluations made in accordance with local legislation. Cost is written down to reflect impairment losses on the investment. Consolidated financial statements have been prepared as the Group meets the relevant requirements. Other securities These are stated at subscription cost. Own shares Own shares held are included in financial assets and are recorded at acquisition cost, following shareholders approval. A corresponding reserve is included within shareholders equity. Receivables Receivables are recorded at estimated realisable value through a specific allowance for bad debts. Short-term investments Investments These are stated at the lower of cost and net realisable value, which is based on market performance. Securities Securities are stated at the lower of cost and net realisable value, taking into consideration the market value of negotiable securities. Staff leaving indemnity (TFR) The provision corresponds to the entire amount due to employees at the balance sheet date calculated in accordance with current legislation. Provisions for risks and charges Provisions for risks and charges included within liabilities in the balance sheet are intended to cover losses or liabilities of a definite nature, which are either certain or probable, but for which the amount or date of occurrence cannot be determined at the year-end. Payables Payables are recorded at nominal cost. Amounts expressed in foreign currency Receivables and payables denominated in foreign currency are translated into Euro at historical exchange rates and are adjusted to year-end rates, net of any hedging contracts on non-euro currencies. Realised gains and losses on foreign currency transactions are recognised in the profit and loss account. Accruals, prepayments and deferrals These are determined in accordance with the accrual basis of accounting. page 129.

130 6.2.4 Falck SpA notes to the financial statements Revenue Revenue is stated net of returns, discounts and rebates, and taxes directly related to the sale of goods and services. Revenue from the sale of goods is recognised on transfer of ownership that normally takes place following delivery or despatch of the goods. Financial income is recognised on an accruals basis. Costs Costs are recorded net of returns, discounts and rebates, and taxes directly related to the purchase of goods and services. Dividends Dividends are recorded in the period in which they are declared and paid. With regard to subsidiaries only, in the event that the shareholders meeting approves the distribution of dividends prior to the board meeting of the parent company, dividends are accounted for on an accruals basis. Contingencies, commitments and guarantees Memorandum accounts set out the value of actual contingencies, commitments and guarantees at the year-end. In particular, guarantees issued in relation to financial commitments are stated at the value of the corresponding liability. In order to provide a better understanding of the total value of contingencies and commitments, amounts which are included in the balance sheet and those relating to off-balance sheet items are disclosed separately in the memorandum accounts. Taxes Taxes on income are calculated and provided for in relation to the charge for the year estimated in accordance with current tax legislation. The tax payable as calculated above is recorded as a specific liability in the balance sheet. In addition, deferred taxes are recorded based on temporary differences arising between taxable income and the pre-tax result of operations reported in the statutory financial statements. A deferred tax asset is recorded to the extent that it may be recovered in future. page 130.

131 6.2.4 Falck SpA notes to the financial statements Balance sheet content and movements B Intangible assets B I Intangible assets Movements in the year were as follows: At Additions Capita- Disposals Other Amorti- At lisation movements sation BI1 Start-up and expansion costs BI2 Research, development and advertising expenses BI3 Industrial patent rights BI4 Concessions, licences, trademarks and similar rights 12 (4) 8 BI5 Goodwill BI6 Assets under construction and advances - assets under construction - advances Total assets under construction and advances BI7 Other intangible assets 2,621 (749) 1,872 Total 2,633 (753) 1,880 The only changes during 2012 relate to amortisation charges. Other intangible assets comprise expenditure incurred in 2011 to secure the Euro 135 million loan. The above amounts have been included within intangible assets in the balance sheet as they are considered to provide economic benefits in more than one accounting period. B II Property, plant and equipment Movements in the year were as follows: page 131.

132 6.2.4 Falck SpA notes to the financial statements At Additions Capita- Impair- Disposals Depre- At lisation ment ciation (A) losses (B) Gross value BII1 Land and buildings 459 (459) BII2 Plant and machinery BII3 Industrial and office equipment 5 5 BII4 Other tangible assets BII5 BII6 Assets operated under concession Assets under construction and advances - assets under construction - advances Total assets under construction and advances Total gross value 1,397 (459) 938 Accumulated depreciation BII1 Land and buildings BII2 Plant and machinery (36) (36) BII3 Industrial and office equipment (5) (5) BII4 Other tangible assets (830) (23) (853) BII5 Assets operated under concession Total accumulated depreciation (871) (23) (894) Net book amounts BII1 Land and buildings 459 (459) BII2 Plant and machinery BII3 Industrial and office equipment BII4 Other tangible assets 67 (23) 44 BII5 Assets operated under concession BII6 Assets under construction and advances - assets under construction - advances Total assets under construction and advances Total net book amounts 526 (459) (23) 44 A) There were no additions during the year. B) Disposals comprise the sale of an apartment in Rome that gave rise to a gain of Euro 1,291 thousand. Monetary revaluations Tangible fixed assets at the year-end did not reflect revaluations that take place in accordance with national monetary revaluation laws. B III Financial assets B III 1 Equity investments Subsidiaries At Share capital Reclassi- Disposals Revalua- Impair- Other At increases and fications tions ment move acquisitions losses ments Cost 472, ,928 Revaluation 3,187 3,187 Impairment losses (net of reversals) (142,057) (367) (142,424) Total 334,058 (367) 333,691 page 132.

133 6.2.4 Falck SpA notes to the financial statements The impairment losses comprise Euro 336 thousand relating to Sesto Siderdervizi Srl and Euro 31 thousand in respect of Falck Energy Iran Sa that was liquidated and removed from the Luxembourg companies register. These losses were recognised to adjust the investment carrying values to net equity. The table below illustrates the comparison between the carrying amounts of investments and the Group s share of net equity. An impairment test was carried out on those investments where the carrying amount is greater than the relevant share of net equity. Company Total equity at Shareholding % Group share of net equity Carrying value Difference Sesto Siderservizi Srl 2, % 2,243 2,243 Falck Energy SpA 4, % 4,879 2,810 2,069 Falck Renewables SpA 343, % 206, ,638 (122,246) The comparison between the carrying amounts of investments and the related share of net equity showed that in general the carrying value is lower than or equal to the relevant equity share, with the exception of Falck Renewables SpA, the carrying amount of which is higher than the proportionate share of net equity. The impairment test did not indicate a loss in value. Associates The only associate is Palermo Energia Ambiente ScpA (in liquidation) in which the Company has a % interest that was written-off in the 2011 financial statements. Other companies At Share capital Reclassi- Disposals Revalua- Impair- Other At increases and fications tions ment move acquisitions losses ments Cost 30,604 30,604 Revaluations 14, ,323 Impairment losses (net of reversals) (21,577) (3,934) (25,511) Total 23, (3,934) 20,416 Revaluations relate to the interest in Banca Intesa San Paolo SpA that was revalued to reflect a carrying value corresponding to the share of net equity. The impairment losses were recognised in respect of Italian Energy Srl that was written-off in The equity provision set up in previous years was utilised to cover this write-off. Equity investments in other companies at 31 December 2012 were as follows: page 133.

134 6.2.4 Falck SpA notes to the financial statements Carrying value Interest (Euro) (%) Atmos Bioenergy SpA 27, Banca Intesa San Paolo SpA 19,548, Compagnia Fiduciaria Nazionale SpA 32, Italian Energy Srl Hera SpA 800, Idrovia Ticino SpA 6, Indesit SpA Istituto per i valori di Impresa Srl Istituto per l'edilizia economia e popolare Milano Srl (in liquidation) Redaelli G. & Fratello SpA Total 20,416,006 B III 2 Receivables B III 2f Guarantee deposits No changes have taken place since the previous year. B III 4 Own shares No changes took place during the year: % Cost Unit carrying No. of shares of capital (Euro) value At ,907, ,192, Purchased during the year Decreases during the year At ,907, ,192, Current assets C II Receivables Receivables decreased by Euro 11,010 thousand compared to The change is principally due to decreases of Euro 3,704 thousand in amounts due from subsidiaries, Euro 1,595 thousand in tax credits and Euro 5,721 thousand deferred tax assets. Receivables due from associates comprise the trade and financial receivables due from Pea amounting to Euro 11,424 thousand and Euro 6,441 thousand, which were fully written down in the previous year through the provision for bad debts. The provision for bad debts also comprises the write-off of trade receivables due from Tifeo Energia Ambiente ScpA and Platani Energia Ambiente ScpA, totalling Euro 1,400 thousand, together with third party receivables that are not considered recoverable (Euro 493 thousand). No receivables are due after more than 5 years. There were no receivables from foreign third party customers. Receivables due from others - Other consisted of the following: page 134.

135 6.2.4 Falck SpA notes to the financial statements Change Consordue claim for IRPEG (corporation tax) refund Amount due from Italian tax authorities for Sinfin Srl Smartcity VAT receivable Advances for franking machine 6 6 Total The amount due from the Italian tax authorities related to a fiscal dispute involving Sinfin Srl, which merged with Falck SpA in 2002, and following the successful outcome the balance was settled in May CIII Short-term investments C III 3 Equity investments in other companies At Share capital Reclassi- Disposals Revalua- Impair- Other At increases and fications tions ment move acquisitions losses ments Cost 4,733 4,733 Revaluations Impairment losses (net of reversals) (2,866) (2,866) Total 2, ,599 Revaluations relate to the market value adjustment of the interest in the listed company Assicurazioni Generali SpA. Equity investments in other companies at 31 December 2012 comprised: Carrying value Interest (Euro) (%) Assicurazioni Generali SpA 2,578, Camfin SpA 20, Total 2,599,487 C IV Cash and bank This heading mainly comprises bank (Euro 50 thousand) and cash (Euro 6 thousand) balances. D Accrued income and prepaid expenses Accrued income and prepaid expenses amounted to Euro 481 thousand at 31 December page 135.

136 6.2.4 Falck SpA notes to the financial statements A Shareholders equity A I Share capital Share capital comprises 72,782,021 ordinary shares and 11,142 savings shares that are issued and fully paid and have a nominal value of Euro 1.00 each. As mentioned above, the Company holds own shares of 6,907,653 shares, of which 3,561 are savings shares, with a total nominal value of Euro 6,907,653. Shareholders equity may be analysed as follows: Total Possible Share Summary of utilisation in three previous financial years utilisation available To cover Other losses reasons Share capital 72,793 Capital reserves Share premium 28,905 A-B-C 28,905 Reserve for own shares 6,704 Shareholders' contributions 450 A-B 450 Earnings reserves Legal reserve 14,559 A-B 14,559 16,817 Extraordinary reserve 17,187 A-B-C 17,187 Reserve for own shares 5,489 Retained earnings 108,836 A-B-C 108,836 14,962 Profit for the year 709 Total 255, ,937 31,779 0 Key: A: to increase share capital B: to cover losses C: for shareholder distributions No amounts in net equity were utilised in the last three years. Movements in shareholders equity in 2011 and 2012 are illustrated below. At Appropriation Profit/(loss) Share capital Other At of profit for year increase movements Share capital 72,793 72,793 Share premium 28,905 28,905 Revaluation reserve Legal reserve 31,376 31,376 Reserve for own shares 12,193 12,193 Statutory reserves Other reserves - extraordinary reserve 17,187 17,187 - contributions from shareholders Profit/(loss) carried forward 117,694 6, ,798 Profit/(loss) for the year 6,104 (6,104) (31,779) (31,779) Total 286,702 (31,779) 254,923 page 136.

137 6.2.4 Falck SpA notes to the financial statements At Appropriation Profit/(loss) Share capital Other At of profit for year increase movements Share capital 72,793 72,793 Share premium 28,905 28,905 Revaluation reserve Legal reserve 31,376 (16,817) 14,559 Reserve for own shares 12,193 12,193 Statutory reserves Other reserves - extraordinary reserve 17,187 17,187 - contributions from shareholders Profit/(loss) carried forward 123,798 (31,779) 16, ,836 Profit/(loss) for the year (31,779) 31, Total 254, ,632 The previous year loss was carried forward as approved in the AGM of 22 May 2012 that also approved the reduction of the legal reserve to Euro 14,559 thousand (equal to 20% of share capital) with the difference of Euro 16,817 thousand carried forward. B Provisions for risks and charges B1 Provisions for pensions and similar obligations At Charge Utilised At B2 Provisions for taxes a. Current b. Deferred Total provisions for taxes B3 Other provisions a. Provision for litigation 2,239 2,239 b. Provision for equity investment risks 3,935 (3,935) c. Provision for environmental improvements d. Provision for reorganisation and liquidation costs e. Provision for sundry risks 21,225 2,207 (1,859) 21,573 Total other provisions 27,399 2,207 (5,794) 23,812 Total 27,399 2,207 (5,794) 23,812 B3 Other provisions B3a Provision for litigation This provision did not change in B3b Provision for equity investment risks This provision was utilised in full following the write-down of the interest in Italian Energy Srl. page 137.

138 6.2.4 Falck SpA notes to the financial statements B3e Provision for sundry risks This provision was set up in order to cover the risk relating to disputes with public authorities, the environmental risks relating to previous activities in the steel segment and other risks on investment transactions. In the course of 2012, this provision increased by Euro 348 thousand that comprised a charge of Euro 2,207 thousand representing Falck s commitment to provide the funds required to meet a number of Pea s (in liquidation) creditors and an amount of Euro 1,366 thousand utilised to cover the final liquidation costs of Falck Energy Iran Sa and Euro 493 thousand to cover the write-off of third party trade receivables that are not considered recoverable. C Staff leaving indemnity Movements in this provision were as follows: At Charges Transfers from Utilised and At Group companies paid Managers (8) 81 White-collar staff Blue-collar staff Total (8) 92 D Payables Payables decreased by Euro 12,326 thousand compared to the previous year largely due to decreases of Euro 6,034 thousand in bank loans and overdrafts, Euro 3,793 thousand in amounts due to subsidiaries, Euro 1,539 thousand in tax payables and Euro 703 thousand in trade payables. Convertible bonds and debenture loans, which amounted to Euro 33,273 thousand, comprise two debenture loans. The first is a subordinated convertible variable rate debenture loan , which was fully subscribed for Euro 26,944,420 in October The offer to subscribe made to rights holders was in the ratio of two debentures for every five shares held. The debentures (nominal value of Euro 1.00 each) may be converted into Falck SpA ordinary shares in the ratio of one share for every eight debentures. The loan amounted to Euro 26,943,124 at 31 December 2012 as 1,296 debentures were converted into 162 Falck SpA shares in the course of The extraordinary shareholders meeting of 11 January 2011 approved the extension of the maturity date of this debenture loan to 31 December 2015, applying the same variable rate and conditions except for the conversion dates. The conversion of 1 share for every 8 debentures may be exercised in June 2011, 2012, 2013, 2014 and The Company has the option to repay the loan in advance, even in part, either by acquiring and cancelling the debentures or through repayment, in both cases up to a maximum of Euro 5,650 thousand. The second is also a subordinated convertible debenture loan amounting to Euro 6,329,905. The extraordinary shareholders meeting of 11 January 2011 approved the extension of the maturity date of this debenture loan to 31 December 2015, applying the same fixed rate of 4.16% and conditions with the exception of the date by which the debenture holders may apply to convert. Consequently, the debenture loan consists of 6,329,905 debentures with a nominal value of Euro 1.00 each that mature on 15 December The conversion of 1 share for every 6 debentures held is exercisable in June 2011, 2012, 2013, 2014 and The Company has the option to repay the loan in advance, even in part, either by acquiring and cancelling the debentures or through repayment, in both cases up to a maximum of Euro 50 thousand. page 138.

139 6.2.4 Falck SpA notes to the financial statements With regard to the subordinated convertible debenture loans, the equity component arising on the analysis performed to separate the equity and debt components was not significant; consequently, no adjustment was made to the carrying value of these loans. Falck SpA entered into a loan agreement for Euro 135 million with a pool of leading banks on 14 January The loan contract envisages a Stock Lending credit facility up to a maximum of Euro 55 million and a Euro 80 million credit facility comprising: - A maximum Euro 70 million Term loan; - A Revolving credit corresponding to the difference between Euro 80 million and the amount drawn down on the term loan. The loan stipulates the following: - Use of the stock lending line to enable Falck SpA to subscribe to the share capital increase in Falck Renewables SpA and maintain a minimum 60% stake; - Use of the Term and Revolving credit lines following conclusion of the Falck Renewables SpA share capital increase. The loan, which was released on completion of Falck Renewables SpA s share capital increase, will mature on 30 June 2015 and approximately Euro 91.5 million had been drawn down at 31 December As guarantee for this loan, Falck SpA has pledged its shares in Falck Renewables SpA (Euro 170,215 thousand), Intesa San Paolo SpA (Euro 8,320 thousand), Assicurazioni Generali SpA (Euro 2,579 thousand), Hera SpA (Euro 784 thousand) and Falck Energy SpA s stake in Unicredit SpA (Euro 6,463 thousand), corresponding to a total market value of Euro 188,361 thousand that greatly exceeds the obligation at 31 December This loan envisages, inter alia, financial covenants, based on the figures in the consolidated financial statements, comprising the ratio of EBITDA to net financial position and the trading prices of Falck SpA and Falck Energy SpA s investments in Falck Renewables SpA, Unicredit SpA, Intesa San Paolo SpA, Assicurazioni Generali SpA and Hera SpA to the amount drawn down on the loan. The Falck SpA loan is not required to meet the net financial position to total equity covenant. All covenants had been met at 31 December In the event that Falck Renewables SpA, in which Falck SpA holds a 60% interest, fails to meet its loan covenants this also represents a breach of Falck SpA s loan as disclosed above. In order to hedge this loan the Company has outstanding Interest Rate Swaps (IRSs) with a notional value of Euro 94,518 thousand at 31 December 2012, entered into to render variable rates fixed at conditions that are substantially in line with the current market rates. The fair value of IRS contracts at 31 December 2012 is a negative Euro 3,348 thousand. There are no payables due after more than 5 years. No trade payables were due to foreign suppliers or overseas subsidiaries at 31 December Tax payables comprise Euro 1,320 thousand following a settlement with the Italian tax authorities that is paid in quarterly instalments that mature in August Other payables may be detailed as follows: page 139.

140 6.2.4 Falck SpA notes to the financial statements Change Due to shareholders for dividends 5 5 Due to shareholders for distribution of reserves Amounts owed to Immobiliare Bolzano Amounts owed to employees (262) Amounts provided for employees Holiday pay Other Total 1,081 1,337 (256) E Accrued liabilities and deferred income These amounted to Euro 216 thousand at 31 December 2012 and comprised interest on medium/long-term loans (Euro 211 thousand) and short-term bank loans (Euro 5 thousand). Memorandum accounts Personal guarantees issued in respect of corporate commitments are to secure: - Tax disputes of Euro 9,296 thousand, relating to a company sold to ABB Group; - Temporary storage at the landfill in Sorico (CO) municipality for Euro 857 thousand; - Financial commitment to meet Pea s third party creditors for Euro 2,154 thousand; - Sundry risks that amounted to Euro 75 thousand. Falck SpA pledged equity shares totalling Euro 179,004 thousand on a number of investments to guarantee outstanding loans at 31 December These consist of Falck Renewables SpA (Euro 174,848 thousand), Banca Intesa San Paolo SpA (Euro 3,328 thousand), Assicurazioni Generali SpA (Euro 188 thousand) and Hera SpA (Euro 640 thousand). The market value of these shares was Euro 182,168 thousand at 31 December page 140.

141 6.2.4 Falck SpA notes to the financial statements Related party transactions Trade receivables Trade payables Change Change Subsidiaries Falck Renewables SpA 810 1,126 (316) Actelios Solar SpA 9 (9) Cambrian Wind Energy Ltd Eolica Sud Srl 1 (1) Eolo 3W Minervino Murge Srl 1 (1) Falck Energy SpA 2 2 Falck Energy Iran Sa 2 (2) Falck Renewables Italia Srl 1 (1) Geopower Sardegna Srl 1 (1) Platani Energia Ambiente ScpA (in liquid.) 699 (699) Riesfactoring SpA 6 (6) Sesto Siderservizi Srl 6 6 Tifeo Energia Ambiente ScpA (in liquid.) 701 (701) Total subsidiaries 843 2,572 (1,729) Financial receivables Financial payables Change Change Subsidiaries Falck Energy Iran Sa 1,316 (1,316) Falck Energy SpA 25,911 26,826 (915) Sesto Siderservizi Srl 68 (68) Total subsidiaries 25,911 28,210 (2,299) page 141.

142 6.2.4 Falck SpA notes to the financial statements Other receivables Other payables Change Change Subsidiaries Falck Renewables SpA ,189 1, Actelios Etnea Srl 43 (43) Actelios Solar SpA 368 1,232 (864) Ambiente 2000 Srl (177) Ecosesto SpA 1,656 2,528 (872) Elettroambiente SpA 60 (60) (195) Eolica Petralia Srl (71) Eolica Sud Srl 1,356 4,054 (2,698) Eolo 3W Minervino Murge Srl Esposito Servizi Ecologici Srl Falck Energy SpA 1,941 2,238 (297) Falck Renewables Italia Srl (25) Geopower Sardegna Srl 4,149 3, Platani Energia Ambiente ScpA (in liquid.) (56) Prima Srl 1,408 2,119 (711) (344) Riesfactoring SpA 41 (41) Sesto Siderservizi Srl Solar Mesagne Srl Tifeo Energia Ambiente ScpA (in liquid.) (146) Total subsidiaries 7,589 7, ,605 13,108 (4,503) page 142.

143 6.2.4 Falck SpA notes to the financial statements Income statement content and movements A Value of production Value of production increased by Euro 255 thousand compared to the previous year, which was principally due to increased revenue on the use of the Falck trademark by Falck Renewables SpA that amounted to Euro 739 thousand against Euro 484 thousand in B Cost of production Cost of production recorded a significant fall of Euro 12,175 thousand principally due to a decrease of Euro 9,655 thousand in the charge to the provision for bad debts that amounted to Euro 11,240 thousand in 2011 in respect of the trade receivables of Palermo Energia Ambiente ScpA. The costs of services also decreased during the year (-Euro 2,216 thousand). C Financial income and charges C15 Income from equity investments Dividend Subsidiaries Falck Renewables SpA 4,966 2,098 Total subsidiaries 4,966 2,098 Other entities Assicurazioni Generali SpA Intesa San Paolo SpA Compagnia Fiduciaria Nazionale SpA 136 Hera SpA Total other entities Total 5,381 2,888 In 2011 this heading also included Euro 1,583 thousand representing the gain on sale of pre-emptive rights in the shares of Falck Renewables SpA at the time of the share capital increase. C16 Other financial income Other financial income fell by Euro 1,613 thousand principally due to the decrease in interest from subsidiaries. C17 Interest expense and other financial charges Interest expense and other financial charges decreased by Euro 7,177 thousand, essentially due to lower interest paid to others (-Euro 6,522 thousand), which in 2011 comprised the charge of Euro 6,441 thousand to the provision for bad debts in respect of financial receivables due from Palermo Energia Ambiente ScpA. The total last year also comprised the loss of Euro 662 thousand that arose on disposal of pre-emptive rights in Intesa San Paolo SpA as Falck SpA decided not to subscribe to the share capital increase. Interest expense and other financial charges may be analysed as follows: page 143.

144 6.2.4 Falck SpA notes to the financial statements Debenture Bank loans Other Total loans and overdrafts loans Subsidiaries 7 7 Associates Parent company Other Group companies Others 1,072 5,891 6,963 Total 1,072 5, ,970 C17 bis Exchange gains and losses Net exchange gains amounted to Euro 13 thousand, which principally relate to realised gains and losses incurred on exchange risk hedges. D Adjustments to financial assets D19 a Write-downs of equity investments The total may be analysed as follows: Palermo Energia Ambiente ScpA 3,224 Sesto Siderservizi Srl 336 Falck Energy Iran Sa 31 Assicurazioni Generali SpA 630 Italian Energy Srl 3,934 Intesa San Paolo SpA 6,509 Project Financing Consulting SpA 364 Nettuno Power SpA 327 Eolica Lucana Srl 55 Total 4,301 11,109 Write-downs of equity investments comprise the revaluation of Euro 927 thousand in the interest in Intesa San Paolo SpA to adjust carrying value to net equity and Euro 396 thousand in respect of Assicurazioni Generali SpA to reflect market value at 31 December Following the write-down of Italian Energy Srl, Euro 3,935 thousand of the provision for equity investments was utilised. page 144.

145 6.2.4 Falck SpA notes to the financial statements E Extraordinary income and expenses E20 Extraordinary income Change a Gains from extraordinary disposals Gains on disposal of equity investments Gains on disposal of tangible fixed assets 1,291 1, Total gains from extraordinary disposals 1,291 1, b Other Insurance claims 1 2 (1) Compensation for damages 1,710 1,710 Other extraordinary income Utilisation of employee provisions Utilisation of provision for sundry risks 1,366 3,122 (1,756) Total other 3,144 3,176 (32) Total extraordinary income 4,435 4, Gains on disposal of tangible fixed assets relate to the sale of an apartment in Rome. The utilisation of the provision for sundry risks is detailed above in the note on Provisions for risks and charges. E21 Extraordinary expenses Change a Losses on extraordinary disposals Losses on disposals of equity investments Losses on disposals of tangible fixed assets Total losses on extraordinary disposals b Tax relating to prior financial periods 13 (13) c Others Charges to provision for sundry risks 2,207 2, Other extraordinary charges 3,122 (3,122) Total others 2,207 5,261 (3,054) d Reorganisation and liquidation costs Total extraordinary expenses 2,207 5,274 (3,067) The charge to the provision for sundry risks reflects Falck SpA s commitment to provide financial support to Palermo Energia Ambiente ScpA in order to settle certain creditors. E22 Tax on profit for the year The Company recorded IRES (corporation tax) income of Euro 1,018 thousand relating to the consolidated tax regime and deferred tax income of Euro 223 thousand. As requested by the Italian Accounting Board (Organismo Italiano di Contabilità - OIC) principle No.25, the table below illustrates the reconciliation between the taxation recorded in the financial statements and the theoretical tax charge. page 145.

146 6.2.4 Falck SpA notes to the financial statements Loss for the year before taxation (87) (33,115) Tax calculated applying tax rates to profit before taxation 24 9,103 Income not subject to tax 2,662 1,149 Expenses not deductible for tax purposes (2,517) (8,624) Other differences 626 (293) Tax on profit for the year 795 1,335 Related party transactions Subsidiaries Revenue from salesother operating Recharged Other Property Gains ord. Non-recurring and services income expenses income income activities income Falck Renewables SpA Sesto Siderservizi Srl 6 Total subsidiaries Other income Purchases Services Rentals Other operating charges Income Other financial income Interest provided utilities sundry and Loss Non-rec Other equity Receiv- Other and other costs leasing on. Ord costs investments ables financial activities charges Subsidiaries Falck Renewables SpA Falck Energy SpA 872 Sesto Siderservizi Srl 7 2 Total subsidiaries Associates Palermo Energia Ambiente ScpA 184 Total associates 184 Additional disclosures Average number of employees (Number) Change Managers 3 3 White-collar staff 1 1 Blue-collar staff Total average number of employees 4 4 page 146.

147 6.2.4 Falck SpA notes to the financial statements Remuneration of directors and statutory auditors Directors 861 1,131 Statutory auditors Total 1,030 1,271 These financial statements give a true and fair view of the Company s financial position, result of operations and cash flows and are in agreement with the accounting records. page 147.

148 6.3 Falck SpA supplementary information

149 6.3 Falck SpA supplementary information List of direct and indirect investments in subsidiaries and associates The information for the Italian companies was prepared in accordance with Italian GAAP with the exception of the statutory financial statements of Falck Renewables SpA which were prepared in accordance with IAS/IFRS. Total Profit/ Direct Indirect Registered Currency Share capital equity (loss) share- share- Carrying office incl. holding holding value profit/(loss) (Euro thousands) (Euro thousands) (%) (%) (Euro) Directly controlled subsidiaries Falck Energy SpA Milan Euro , (24.670) 100, Falck Renewables SpA Milan Euro ( ) 60, Sesto Siderservizi Srl Sesto S. Giovanni (Mi) Euro (1.418) 100, Indirectly controlled subsidiaries Actelios Solar SpA Sesto S. Giovanni (Mi) Euro ,000 Ambiente 2000 Srl Milan Euro ,000 Ben Aketil 2 Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Ben Aketil Wind Energy Ltd Inverness (United Kingdom) GBP 100 (4.037) (2.476) 100,000 Boyndie Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Cambrian Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Dunbeath Wind Energy Ltd Inverness (United Kingdom) GBP 100 (2.097) (88) 52,000 Earlsburn Mezzanine Ltd London (United Kingdom) GBP ,000 Earlsburn Wind Energy Ltd Inverness (United Kingdom) GBP 100 (424) ,000 Ecosesto SpA Rende (Cosenza) Euro ,000 Ecoveol Sas Rennes (France) Euro (217) (9) 51,000 Elektrownie Wiatrowe Bonwind Leszno Sp.Z.o.o. Poznan (Poland) PLN (249) (7) 50,000 Elektrownie Wiatrowe Bonwind Łyszkowice Sp.Z.o.o. Elektrownie Wiatrowe Bonwind Kamienica Sp.Z.o.o. Łódź (Poland) PLN (349) (66) 50,000 Łódź (Poland) PLN (3) 50,000 Elettroambiente SpA Sesto S. Giovanni (Mi) Euro (81.902) (85.215) 100,000 Totale Eolica Cabezo San Roque Sau Saragozza (Spain) Euro ,000 Eolica Petralia Srl Sesto S. Giovanni (Mi) Euro ,000 Eolica Sud Srl Davoli Marina (Cz) Euro ,000 Eolo 3W Minervino Murge Srl Sesto S. Giovanni (Mi) Euro ,000 Esposito Servizi Ecologici Srl Sesto S. Giovanni (Mi) Euro (1.178) 100,000 Esquennois Energie Sas Paris (France) Euro (408) 100,000 Ezse Eletrik Uretim Lyd Sirkteli Izmir (Turchia) YTL (50) (24) 100,000 Falck Bioenergy (Thailand) Co. Ltd (in liquidation) Bangkok (Thailand) BAHT (96) (136) 100,000 Falck Renewables Energy Srl Sesto S. Giovanni (Mi) Euro ,000 Falck Energies Renouvelables Sas Rennes (France) Euro (2.561) (223) 100,000 Falck Renewables Finance Ltd London (United Kingdom) GBP ,000 page 149.

150 6.3 Falck SpA supplementary information Total Profit/ Direct Indirect Registered Currency Share capital equity (loss) share- share- Carrying office incl. holding holding value profit/(loss) (Euro thousands) (Euro thousands) (%) (%) (Euro) Indirectly controlled subsidiaries (cont.) Falck Renewables Italia Srl Sesto S. Giovanni (Mi) Euro (927) 100,000 Falck Renewables UK Holdings (No.1) Ltd London (United Kingdom) GBP 1 (11.237) (3.123) 100,000 Falck Renewables Wind Ltd London (United Kingdom) GBP ,989 Geopower Sardegna Srl Sesto S. Giovanni (Mi) Euro ,000 Italian Lao Group Co Ltd Lao PDR USD (1.060) (1.684) 82,240 Kilbraur 2 Wind Energy Ltd Inverness (United Kingdom) GBP ,000 Kilbraur Wind Energy Ltd Inverness (United Kingdom) GBP 100 (4.681) ,000 Kingsburn Wind Energy Ltd Inverness (United Kingdom) GBP 100 (1.029) (3) 52,000 Millennium Wind Energy Ltd Inverness (United Kingdom) GBP 100 (3.714) ,000 Ness Wind Energy Ltd London (United Kingdom) GBP ,000 Nutberry Wind Energy Ltd Inverness (United Kingdom) GBP 100 (885) (37) 52,000 Parc Eolien d'availles - Limouzin Sarl Paris (France) Euro (15) (3) 100,000 Parc Eolien de Moulismes Sarl Paris (France) Euro (13) (3) 100,000 Parc Eolien de Plovenez du Faou Sarl Rennes (France) Euro (22) (3) 75,000 Parc Eolien de Sainte Trephine Sarl Rennes (France) Euro (4) (2) 100,000 Parc Eolien des Cretes Sas Paris (France) Euro (1.461) (72) 100,000 Parc Eolien du Fouy Sas Paris (France) Euro (345) (7) 100,000 Parc Eolien d'illois Sarl Paris (France) Euro (2) (3) Falck Renewables Gmbh and co.kg Nuremberg (Germany) Euro ,000 Falck Renewables Verwaltungs Gmbh Nuremberg (Germany) Euro (2) 100,000 Platani Energia Ambiente ScpA (in liquidation)* Palermo Euro (34.517) (35.246) 86,770 Prima Srl Sesto S. Giovanni (Mi) Euro (2.474) 85,000 S E Ty Ru Sas Rennes (France) Euro (81) 100,000 Solar Mesagne Srl Brindisi Euro ,000 Spaldington Airfield Wind Energy Ltd London (United Kingdom) GBP ,000 Tifeo Energia Ambiente ScpA (in liquidation)* Palermo Euro (44.755) (45.957) 96,350 Wysoka Wind Farm Sp. Z.o.o. Poznan (Poland) PLN (120) (117) 52,000 Associates Fri Energetica Srl Cosenza Euro ,000 Frullo Energia Ambiente Srl Bologna Euro ,000 Nuevos Parque Eolicos La Muela AIE Saragozza (Spain) Euro (4) 50,000 Palermo Energia Ambiente ScpA (in liquidation) Palermo Euro NA NA 24,730 23,272 Parque Eolico La Carracha Sl Saragozza (Spain) Euro ,000 Parque Eolico Plana de Jarreta Sl Saragozza (Spain) Euro ,000 Total * The information relating to Platani and Tifeo were taken from the draft liquidation accounts sent by the liquidators on 3 May 2013 page 150.

151 6.3 Falck SpA supplementary information Summary of latest significant financial data of subsidiaries and associates The information for the Italian companies was prepared in accordance with Italian GAAP with the exception of the statutory financial statements of Falck Renewables SpA which were prepared in accordance with IAS/IFRS. Balance sheet Non-current Current Total equity Non-current Current assets assets liabilities liabilities Directly controlled subsidiaries Falck Energy SpA 22,478 9,226 4, ,649 Falck Renewables SpA 247, , ,324 99,434 20,767 Sesto Siderservizi Srl 1,157 4,044 2,243 1,147 1,811 Indirectly controlled subsidiaries Actelios Solar SpA 44,996 9,633 2,976 48,475 3,178 Ambiente 2000 Srl 110 8,077 2, ,960 Ben Aketil 2 Wind Energy Ltd Ben Aketil Wind Energy Ltd 31,704 5,685 (4,037) 32,145 9,281 Boyndie Wind Energy Ltd 14,382 13,905 6,113 4,105 18,069 Cambrian Wind Energy Ltd 42,812 12,861 1,845 31,307 22,521 Dunbeath Wind Energy Ltd 2 (2,097) 2,099 Earlsburn Mezzanine Ltd 11,100 1,979 6,619 6,460 Earlsburn Wind Energy Ltd 37,014 9,240 (424) 37,121 9,557 Ecosesto SpA 29,157 27,638 7,600 11,726 37,469 Ecoveol Sas 50 (217) 267 Elektrownie Wiatrowe Bonwind Leszno Sp.Z.o.o. 21 (249) 270 Elektrownie Wiatrowe Bonwind Łyszkowice Sp.Z.o.o (349) 587 Elektrownie Wiatrowe Bonwind Kamienica Sp.Z.o.o. 3 3 Elettroambiente SpA 1, (81,902) 83, Eolica Cabezo San Roque Sau 14,367 5,166 6,760 10,857 1,916 Eolica Petralia Srl 38,787 8,630 6,218 37,965 3,234 Eolica Sud Srl 140,419 47,852 8, ,398 53,275 Eolo 3W Minervino Murge Srl 82,333 17, ,254 26,099 Esposito Servizi Ecologici Srl 9,944 3, ,280 Esquennois Energie Sas 14,841 2,366 (408) 13,642 3,973 Ezse Elektrik Uretim Ltd Sirketi 133 (50) 183 Falck Bioenergy (Thailand) Co. Ltd (in liquidation) 22 (96) 118 Falck Energies Renouvelables Sas 92 14,976 (2,561) 38 17,591 Falck Renewables Energy Srl Falck Renewables Finance Ltd 343 1, page 151.

152 6.3 Falck SpA supplementary information Non-current Current Total equity Non-current Current assets assets liabilities liabilities Indirectly controlled subsidiaries (cont.) Falck Renewables Italia Srl 84 1, Falck Renewables UK Holdings (No.1) Ltd 18,425 9,260 (11,237) 38,922 Falck Renewables Wind Ltd 87, ,160 82,168 11, ,620 Geopower Sardegna Srl 238,048 79,487 30, ,828 38,540 Italian Lao Group Co Ltd 1, (1,060) 2, Kilbraur 2 Wind Energy Ltd Kilbraur Wind Energy Ltd 90,723 9,594 (4,681) 76,030 28,968 Kingsburn Wind Energy Ltd (1,029) 2,040 Millennium Wind Energy Ltd 81,106 13,826 (3,714) 73,117 25,529 Ness Wind Energy Ltd Nutberry Wind Energy Ltd 17,861 1,300 (885) 20,046 Parc Eolien d'availles - Limouzin Sarl 3 (15) 18 Parc Eolien de Moulismes Sarl 2 (13) 15 Parc Eolien de Plovenez du Faou Sarl 3 (22) 25 Parc Eolien de Sainte Trephine Sarl 4 (4) 8 Parc Eolien des Cretes Sas 11,466 1,520 (1,461) 11,014 3,433 Parc Eolien du Fouy Sas 10,659 1,609 (345) 10,607 2,006 Parc Eolien d'illois Sarl 1 (2) 3 Platani Energia Ambiente ScpA (in liquidation)* 6 2,030 (34,517) 15,960 20,593 Prima Srl 52,307 20,559 37,974 11,415 23,477 S E Ty Ru Sas 16,657 1, ,159 12,834 Solar Mesagne Srl 8, ,644 6,687 Spaldington Airfield Wind Energy Ltd Tifeo Energia Ambiente ScpA (in liquidation) * 1,784 3,439 (44,755) 20,952 29,026 Wysoka Wind Farm SP Z.o.o. 421 (120) 541 Associates Fri Energetica Srl NA NA NA NA NA Frullo Energia Ambiente Srl 102,489 19,182 36,978 50,223 34,470 Nuevos Parque Eolicos La Muela AIE Palermo Energia Ambiente ScpA (in liquidation) NA NA NA NA NA Parque Eolico La Carracha Sl 24,606 7,388 1,459 26,088 4,447 Parque Eolico Plana de Jarreta Sl 24,353 7,075 1,070 26,025 4,333 * The information relating to Platani and Tifeo was taken from the draft liquidation accounts sent by the liquidators on 3 May 2013 page 152.

153 6.3 Falck SpA supplementary information Income statement Directly controlled subsidiaries Cost Gross Operating Profit/(loss) Profit/(loss) Revenue of profit profit before for the year sales Falck Energy SpA (288) (288) (370) (25,298) (24,670) Falck Renewables SpA (18,454) (103,190) (102,031) Sesto Siderservizi Srl 78 (1,335) (1,257) (1,556) (1,449) (1,418) Indirectly controlled subsidiaries Actelios Solar SpA 9,447 (3,496) 5,951 5,511 2,882 1,765 Ambiente 2000 Srl 9,960 (8,332) 1, Ben Aketil 2 Wind Energy Ltd Ben Aketil Wind Energy Ltd 8,853 (3,914) 4,939 4,939 3,035 (2,476) Boyndie Wind Energy Ltd 4,341 (1,691) 2,650 2,650 1,844 1,423 Cambrian Wind Energy Ltd 11,862 (7,247) 4,615 4, Dunbeath Wind Energy Ltd (88) (88) (88) Earlsburn Mezzanine Ltd 2,223 2,404 Earlsburn Wind Energy Ltd 10,874 (4,054) 6,820 6,820 4,582 3,778 Ecosesto SpA 24,867 (21,812) 3,055 1, Ecoveol Sas (5) (9) (9) Elektrownie Wiatrowe Bonwind Leszno Sp.Z.o.o. Elektrownie Wiatrowe Bonwind Łyszkowice Sp.Z.o.o. Elektrownie Wiatrowe Bonwind Kamienica Sp.Z.o.o. tax (9) (7) (7) (88) (66) (66) (3) (3) (3) Elettroambiente SpA (73,187) (85,051) (85,215) Eolica Cabezo San Roque Sau 5,985 (3,466) 2,519 2,519 1,940 1,358 Eolica Petralia Srl 2,434 (1,026) 1,408 1,293 1, Eolica Sud Srl 25,143 (12,456) 12,687 12,816 3,816 1,873 Eolo 3W Minervino Murge Srl 14,408 (7,735) 6,673 6,449 2, Esposito Servizi Ecologici Srl 9,135 (9,854) (719) (1,221) (1,608) (1,178) Esquennois Energie Sas 2,248 (1,463) Ezse Elektrik Uretim Ltd Sirketi (24) (24) (24) Falck Bioenergy (Thailand) Co. Ltd (in liquid) (151) (137) (136) Falck Renewables Energy Srl Falck Energies Renouvelables Sas (630) (232) (223) Falck Renewables Finance Ltd (1) page 153.

154 6.3 Falck SpA supplementary information Cost Gross Operating Profit/(loss) Profit/(loss) Revenue of profit profit before for the year sales tax Indirectly controlled subsidiaries (cont.) Falck Renewables Italia Srl (1,321) (1,309) (927) Falck Renewables UK Holdings (No.1) Ltd (31) (4,136) (3,123) Falck Renewables Wind Ltd (9,556) 22,353 23,037 Geopower Sardegna Srl 46,614 (16,303) 30,311 30,048 19,209 10,499 Italian Lao Group Co Ltd (1,510) (1,585) (1,614) Kilbraur 2 Wind Energy Ltd Kilbraur Wind Energy Ltd 20,096 (11,022) 9,074 9,074 2,744 2,565 Kingsburn Wind Energy Ltd (2,463) (3) (3) Millennium Wind Energy Ltd 19,992 (9,894) 10,098 10,098 3,897 3,548 Ness Wind Energy Ltd Nutberry Wind Energy Ltd (5) (37) (37) Parc Eolien d'availles - Limouzin Sarl (2) (3) (3) Parc Eolien d'illois Sarl (2) (3) (3) Parc Eolien de Sainte Trephine Sarl (2) (2) (2) Parc Eolien de Moulismes Sarl (2) (2) (3) Parc Eolien de Plovenez du Faou Sarl (2) (3) (3) Parc Eolien des Cretes Sas 1,712 (1,181) (108) (72) Parc Eolien du Fouy Sas 1,711 (1,122) (10) (6,793) Falck Renewables Gmbh and co.kg (11,799) (11,799) (11,799) 27,239 27,239 Falck Renewables Verwaltungs Gmbh (2) (2) (2) Platani Energia Ambiente ScpA (in liquidation) * (34,947) (35,378) (35,246) Prima Srl 31,795 (29,904) 1,891 (3,251) (3,866) (2,474) S E Ty Ru Sas 1,028 (713) 315 (314) (122) (81) Solar Mesagne Srl 1,308 (693) Spaldington Airfield Wind Energy Ltd Tifeo Energia Ambiente ScpA (in liquidation) * (45,524) (46,103) (45,957) Wysoka Wind Farm SP Z.o.o. (119) (117) (117) Associates Fri Energetica Srl NA NA NA NA NA NA Frullo Energia Ambiente Srl 38,029 (24,970) 13,059 9,591 7,694 4,546 Nuevos Parque Eolicos La Muela AIE 859 (859) Palermo Energia Ambiente ScpA (in liquidation) NA NA NA NA NA NA Parque Eolico La Carracha Sl 7,041 (4,928) 2,113 2,155 2,682 2,338 Parque Eolico Plana de Jarreta Sl 6,718 (4,872) 1,846 1,898 2,186 1,932 * The information relating to Platani and Tifei was taken from the draft liquidation accounts sent by the liquidators on 3 May 2013 page 154.

155 6.4 Report of the board of statutory auditors to the annual general meeting

156 6.4 Report of the board of statutory auditors to the annual general meeting REPORT OF THE BOARD OF STATUTORY AUDITORS TO THE ANNUAL GENERAL MEETING CALLED TO APPROVE THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2012 Pursuant to article 2429, paragraph 2 of the Italian Civil Code To the Shareholders of Falck SpA, During the financial year ended 31 December 2012, we carried out our work pursuant to current law and the principles of conduct for boards of statutory auditors issued by the Consiglio Nazionale dei Dottori Commercialisti e degli Esperti Contabili (representative bodies of the Italian accounting professions). Overseeing activities We verified compliance with law, the Company s articles of association and principles of correct administrative practice. We attended all of the meetings of the shareholders and the board of directors and on the basis of the information available we did not identify departures from law or statutory provisions or transactions that were not manifestly imprudent or risky in nature nor did they give rise to potential conflicts of interest or compromise the Company s net worth. During the meetings held we obtained information from the Directors regarding the operations carried out by the Company or its subsidiaries and we have no particular matters to note. We obtained information from the Chief Executive Officer regarding the general operating performance and future developments and regarding significant transactions, either in size or nature, undertaken by the Company or its subsidiaries, and based on this information we have no particular matters to note. We performed controls on the independent auditors engaged to carry out the control of the accounting records, and no significant issues or information came to our attention that require separate mention in this report. We obtained information from the Supervisory Body and no critical matters arose regarding the proper implementation of the organisation model that requires separate mention in this report. We acquired knowledge for the purpose of performing our duties, and verified the adequacy of the company s administration-accounting structure and its ability to present reliable operating information, through information obtained from the heads of the relevant departments, from the independent auditors and the review of corporate documentation and we have no particular matters to note. In the course of the year, the board of statutory auditors did not issue any opinions pursuant to article 2389 of the Italian Civil Code. page 156.

157 6.4 Report of the board of statutory auditors to the annual general meeting No further significant matters arose from the control and verification activities mentioned above that require specific mention in this report and no further censurable, omitted or irregular matters were identified. Annual report We examined the parent company financial statements for the year ended 31 December 2012 in respect of which we note the following: as we have not been engaged to perform detailed controls on the content of the financial statements, we verified the overall presentation, the general compliance with the law with regard to presentation and layout and no matters arose that require specific mention. We verified that the directors report has been prepared in compliance with governing legislation and no matters emerged that require specific mention. As far as we are aware, with regard to the preparation of the financial statements, the directors did not depart from the legal requirements of article 2423, paragraph 4 of the Italian Civil Code. Conclusion Also taking into consideration the work performed by the independent auditors as detailed in the audit report, the board of statutory auditors recommends that the AGM approve the financial statements for the year ended 31 December 2012 as prepared by the directors. Milan, 13 June 2013 The board of statutory auditors page 157.

158 6.5 Independent auditors report on the Falck SpA separate financial statements

159 6.5 Independent auditors report on the Falck SpA separate financial statements page 159.