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Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Report of Independent Auditors and Consolidated Financial Statements December 31, 2012 and 2011

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Contents December 31, 2012 and 2011 Page(s) Report of Independent Auditors

1

Consolidated Financial Statements Consolidated Balance Sheets

2

Consolidated Statements of Comprehensive Income

3

Consolidated Statements of Changes in Shareholders’ Equity

4

Consolidated Statements of Cash Flows Notes to Consolidated Financial Statements

5-6 7-35

Independent Auditor's Report To the Board of Directors and Shareholders of Empresa Generadora de Electricidad Haina, S. A. and Subsidiary We have audited the accompanying consolidated financial statements of Empresa Generadora de Electricidad Haina, S. A. and its subsidiary (collectively “the Company”), which comprise the consolidated balance sheets as of December 31, 2012 and 2011, and the related consolidated statements of comprehensive income, changes in shareholders’ equity and cash flows for the years then ended, expressed in United States Dollars (U.S. Dollars).

Management's Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility Our responsibility is to express an opinion on the consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Empresa Generadora de Electricidad Haina, S. A. and its subsidiary at December 31, 2012 and 2011, and the results of their operations and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

February 28, 2013 PwC República Dominicana, PricewaterhouseCoopers, Ave. John F. Kennedy esq. Lope de Vega, Edificio Banco Nova Scotia, 3er Piso, Apartado Postal 1286, Santo Domingo, Rep. Dom. Teléfono (809) 567-7741, Telefax (809) 541-1210, RNC 1-01-015162

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Consolidated Balance Sheets December 31, 2012 and 2011 Assets Current assets Cash and cash equivalents Restricted cash Short-term investment Accounts and notes receivable Inventories Prepaid expenses Deferred tax asset Other current assets

Notes

2012

2011

4 3 and 11

US$ 141,661,143 38,160,785 276,643,008 38,792,990 2,802,260 460,507 -

US$183,879,288 482,780 161,429,726 36,104,830 2,334,131 200,571 10,736,709

498,520,693

395,168,035

11,811,066 13,382,161 604,183,857 91,227 9,910,426 381,210 503,703

7,831,183 1,305,556 295,297,636 91,227 6,462,901 21,798,837

US$1,138,784,343

US$727,955,375

US$

30,000,000 15,849,474 210,059,953 5,035,725 10,679,303 9,398,183 930,000 52,304 8,834,388

US$ 30,000,000 17,656,315 34,536,523 1,772,070 3,443 14,363,109 7,288,808

290,839,330

105,620,268

398,899,305 1,717,112 12,596,309 3,000

233,750,590 13,421,758 3,000

704,055,056

352,795,616

144,500,000 144,500,000

144,500,000 144,500,000

289,000,000 20,508,954 158,035,558 (32,815,225)

289,000,000 16,737,091 100,454,663 (31,031,995)

5 and 26 6 7 20 8

Total current assets Restricted cash, long-term Long-term note receivable Property, plant and equipment, net Intangible assets Deferred charges, net Deferred tax asset Other assets

3, 11 and 15 5 11 3 12 20 13

Total assets Liabilities and Shareholders’ Equity Current liabilities Short-term debt Current portion of long-term debt Accounts payable Payable to related parties Dividends payable Income tax payable Derivative financial instrument Deferred tax liability Other current liabilities

14 15 16 26 18 and 26 9 20 17

Total current liabilities Long-term debt Derivative financial instrument Deferred tax liability Other non-current liabilities

15 9 20

Total liabilities Shareholders’ equity Common stock, RD$100 par value (US$6.29) Class A – 22,975,500 shares authorized, issued and outstanding Class B – 22,975,500 shares authorized, issued and outstanding Legal reserve Retained earnings Accumulated other comprehensive loss

18

19

Total shareholders’ equity Total liabilities and shareholders’ equity

434,729,287

375,159,759

US$1,138,784,343

US$727,955,375

The accompanying notes are an integral part of these consolidated financial statements

2

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Consolidated Statements of Comprehensive Income Years Ended December 31, 2012 and 2011 Notes Revenues Energy Capacity Other

2012

2011

US$621,379,147 53,534,111 2,272,916

US$564,223,768 51,549,463 1,766,851

677,186,174

617,540,082

(238,185,464) (200,600,236) (9,436,678) (8,563,242) (31,716,790) (56,253,616) (20,877,934)

(255,177,432) (154,679,563) (11,267,095) (9,627,357) (29,797,294) (44,748,896) (16,347,614)

(565,633,960)

(521,645,251)

111,552,214

95,894,831

(14,230,697) 2,324,305 (78,412)

(5,422,885) 310,602 660,242

99,567,410

91,442,790

(24,594,721) 464,576

(27,249,725) 1,276,692

75,437,265

65,469,757

(1,783,230) -

(490,587)

US$ 73,654,035

US$ 64,979,170

21

Operating costs Fuel Purchased power Transmission Compensation for frequency regulation Operating and maintenance expenses Administrative and general expenses Depreciation

22 22

23 24 11

Operating income Financial expenses, net Foreign exchange gain Other (expense) income, net

25 27

Income before income tax Income tax Current Deferred

20

Net income Other comprehensive loss, net of tax: Cash flow hedge Unrealized loss on available-for-sale investments

19

Comprehensive income

The accompanying notes are an integral part of these consolidated financial statements

3

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Consolidated Statements of Changes in Shareholders’ Equity Years Ended December 31, 2012 and 2011

Notes

Balance at December 31, 2010 Net income Dividends Transfer to legal reserve Change in unrealized loss on available-for-sale investments

18

Balance at December 31, 2011 Net income Dividends Transfer to legal reserve Cash flow hedge Balance at December 31, 2012

18 9

Accumulated Other Comprehensive Loss (Note 19) US$

Common Stock US$

Legal Reserve US$

Retained Earnings US$

289,000,000

13,463,603

52,258,394

-

3,273,488

65,469,757 (14,000,000) (3,273,488)

-

-

-

(490,587)

289,000,000

16,737,091

100,454,663

(31,031,995)

-

3,771,863 -

75,437,265 (14,084,507) (3,771,863) -

(1,783,230)

289,000,000

20,508,954

158,035,558

(30,541,408) -

(32,815,225)

Total US$ 324,180,589 65,469,757 (14,000,000) (490,587) 375,159,759 75,437,265 (14,084,507) (1,783,230) 434,729,287

The accompanying notes are an integral part of these consolidated financial statements

4

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, 2012 and 2011

Cash flows from operating activities Net income Adjustments to reconcile net income to net cash provided by operating activities: Loss on asset disposal Gain from the sale of property, plant and equipment Deferred income tax Depreciation Non-cash expenses Provision for doubtful accounts Hedge ineffectiveness Financial expenses Changes in assets and liabilities: Accounts receivable Inventories Prepaid expenses Other assets Accounts payable Income tax payable Payable to related parties Other liabilities Other non-current liabilities

2012

2011

US$ 75,437,265

US$ 65,469,757

203,668 (36,554) (464,576) 20,877,934 186,111 176,408 355,023 4,957,468

168 (45,400) (1,276,692) 16,347,614 235,391 3,959,047

(123,058,045) (4,847,215) (468,129) (301,399) 118,914,846 (4,964,926) 3,263,655 (3,322,260) -

(47,807,442) (6,964,950) (759,634) (24,061,445) 12,617,574 24,599,625 622,096 (1,847,469) (16,104)

Net cash provided by operating activities

86,909,274

41,072,136

Cash flows from investing activities Proceeds from the sale of property, plant and equipment Purchases of property, plant and equipment Net changes in restricted cash Disbursement of notes receivable Collection of notes receivable Sales of investment securities Collection of restricted investments

36,554 (242,117,241) (49,971,851) (1,700,000) 355,938 8,313,963

59,745 (37,538,841) (1,500,000) 10,535,320 -

(285,082,637)

(28,443,776)

(17,658,127) 181,000,000 (2,000,197) (5,386,458)

(5,000,000) 30,000,000 (28,205,015) 78,044,920 (13,999,087) (513,831)

155,955,218

60,326,987

(42,218,145) 183,879,288

72,955,347 110,923,941

Net cash used in investing activities Cash flows from financing activities Repayment of line of credit Proceeds from short-term debt Repayment of long-term debt Proceeds from long-term debt Dividends paid Debt issuance costs paid Net cash provided by financing activities Net (decrease) increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year

US$141,661,143

5

US$183,879,288

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Consolidated Statements of Cash Flows Years Ended December 31, 2012 and 2011 2012 Supplemental cash flow information Interest paid, net of capitalized interest, during the year Income tax paid Non-cash activities of: Operating activities Transfer from other non-current assets to long-term note receivable Transfer from other non-current assets to property, plant and equipment Transfer from inventories to property, plant and equipment Investing activities Unpaid additions (including capitalized interest) of property, plant and equipment

2011

US$21,105,550 17,819,792

US$12,459,658 3,660,000

US$13,275,493

US$

-

8,321,040 2,159,055

2,502,573

77,549,607

2,986,746

The accompanying notes are an integral part of these consolidated financial statements

6

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 1.

Description of the Entity and Nature of Operations Empresa Generadora de Electricidad Haina, S. A. ("EGE Haina” or “the Company") was established on August 17, 1999 and incorporated on October 28, 1999 pursuant to the laws of the Dominican Republic, as part of the capitalization process of the Dominican electricity sector undertaken in 1999. EGE Haina, the largest generator of electricity in the country, when measured by installed capacity, currently owns and operates seven (7) power plants throughout the country with an installed capacity of 528 MW - San Pedro de Macorís and Sultana del Este in the eastern part of the country, Haina and Barahona in the southern part of the country, Puerto Plata on the northern coast, and Los Cocos and Pedernales in the west. The power plant fleet consists of a number of oil and coal-fired boiler steam-turbine generators, diesel generators, a simple cycle gas turbine, and a 77 MW wind farm.

EGE Haina also manages a 100 MW diesel generating plant at Monte Rio, a 138KV substation, and a 230 KV transmission line under operation and maintenance contracts with Barrick Gold Corporation’s Dominican subsidiary, Pueblo Viejo Dominicana Corporation Branch ("PVDC") (Note 21.c).

EGE Haina has contracted 417 MW of capacity and associated energy, through Power Purchase Agreements (“PPA”). Approximately, 84% (2011: 82%) of the contracted capacity is with three Government-owned distribution companies operating in the Interconnected Electricity System (“SENI”), Empresa Distribuidora del Norte, S. A. (“Edenorte”), Empresa Distribuidora del Sur, S. A. (“Edesur”) and Empresa Distribuidora del Este, S. A. (“Edeeste”) (collectively "the distribution companies"), and approximately 16% (2011: 18%) have been contracted with a related operating company, Consorcio Energético Punta Cana-Macao, S. A (“CEPM”).

EGE Haina equity interest holders include Haina Investment Co. (“HIC”), Ltd (50%), Fondo Patrimonial de las Empresas Reformadas (“FONPER”), a Dominican state-owned entity (49.994%) and other minority shareholders (0.006%).

2.

Basis of Presentation and Foreign Currency Financial Statements The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). These consolidated financial statements include the accounts of EGE Haina and those of its wholly owned subsidiary EGE Haina Finance Company (collectively the “Company”). This subsidiary was formed in 2007 under the laws of the Cayman Islands, for the purpose of issuing a 144A/Regulation S US$175 million bond (“Senior Notes”) which is described further in Note 15. All intercompany items have been eliminated in consolidation.

Foreign Currency Transactions and Translation The Company’s operations are conducted primarily in U.S. dollars which is its functional currency.

Foreign exchange gains and losses arising from transactions denominated in a currency other than the U.S. dollar are included in comprehensive income. Assets and liabilities denominated in currencies other than U.S. dollar are translated at year end exchange rates. At December 31, 2012 and 2011, exchanges rates were Dominican Peso RD$40.28:US$1.00 and RD$38.87:US$1.00, respectively.

7

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 3.

Significant Accounting Policies A summary of significant accounting policies followed by the Company in the preparation of these consolidated financial statements are as follows: Use of Estimates The preparation of consolidated financial statements and related disclosures requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used when accounting for the provision for bad debts or bad debt expense, depreciation and impairment of long-lived assets, income taxes and contingencies and fair value of financial instruments. Actual results could differ from those estimates.

Cash and Cash Equivalents For cash flow purposes, the Company considers cash and cash at banks, as well as certificates of deposits and other highly liquid temporary investments with original maturities of three months or less, to be cash equivalents.

Restricted Cash Restricted cash includes cash and cash equivalents that are restricted as to withdrawal or usage.

Payments in escrow that will be claimed in a period greater than 12 months are presented as longterm in the consolidated balance sheets (see more detail in Notes 11 and 15).

Inventories Inventories consist of bulk fuel and spare parts. Bulk fuel is recorded at weighted average cost, which does not exceed market since fuel generally has a very short turnover period. Spare parts are recorded at historical cost and written down when it is determined that spare parts have become obsolete. These spare parts are comprised of a large number of individual items of small value each. Management believes book values do not exceed market.

Revenue Recognition and Concentration of Credit Risk Revenues from energy sales, both contracted and spot, are recognized based on the energy produced and energy demanded from clients during each calendar month, and collectability is reasonably assured. Each company in the Dominican Republic Interconnected System reports the end of month metering reading to the Organismo Coordinador (“OC�), the entity in charge of reporting the system transactions. The OC determines the amounts of energy sales made by contract and the amounts of energy sales made in the spot market. The energy sales made under contract are priced according to the respective contract and those sales made in the spot market are priced according to the market price.

Commission from service agreements described in Note 21 c. is recognized when management services are performed and collectability is reasonably assured. Purchases and sales of power under the short-term contract described in the same Note are presented net since the Company acts as an agent to intermediate for the acquisition of energy and capacity between the spot market and the customer. The Company does not have latitude in establishing the sales price and discretion in the supplier selection.

8

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 The electricity sector in the Dominican Republic continues to be affected by the financial difficulties experienced by the local distribution companies and the increase in oil prices.

Financial instruments which potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable and deposits in banks. At December 31, 2012, three customers accounted for 86% (2011: 93%) of gross accounts receivable and 86% of total revenues in 2012 (2011: 87%).

Intangible Assets Intangible assets consist of easements acquired for the use of real estate owned by third parties.

These easements grant EGE Haina only defined rights of usage over a portion of a property for an indefinite period of time. Management’s intention is to use the land easement beyond the foreseeable future. Such intangible assets are not subject to amortization.

Property, Plant and Equipment, Net Property, plant and equipment are recorded at cost. Depreciation expense has been determined using the straight-line method over the estimated useful lives of the related assets as specified below: Asset Buildings Generation plants, including exchange parts Wind farm (turbines) Transportation equipment Furniture and office equipment Other equipment Leasehold improvements

Estimated Useful Life (Years) 50 25 20 5 4-5 4-25 5

Exchange parts are items that can be repaired and reused. Therefore, their expected useful life (10 years) does not exceed that of the generation plants they support.

The costs of routine maintenance, repairs and replacements are charged to expense as incurred.

The costs of significant overhauls, renewals and improvements, that increase the plants’ capacity and/or increase efficiency and/or extend their useful lives, are added to the carrying amount of the respective assets.

For qualifying constructed assets, interest expenses are capitalized as part of the overall cost when the construction occurs over extended periods of time.

When assets are withdrawn or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is reflected in the results of the period in which the retirement occurs.

Impairment of Long-Lived Assets The Company evaluates the carrying value of its long-lived assets for impairment when events or circumstances indicate that the Company may not recover the carrying amounts of the assets. The carrying value of a long-lived asset, or group of assets, is considered impaired when the expected undiscounted cash flows from the use and eventual disposition of such asset, or group of assets is less than its carrying value. In that event, an impairment loss would be recognized generally based on the amount by which the carrying value of the asset or group of assets exceeds its fair value. Fair value is determined primarily using the anticipated cash flows discounted at a rate commensurate with the risk involved.

9

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Deferred Charges, Net Deferred charges correspond to: (a) Costs in connection with the renegotiation of power contracts. These amounts are amortized on a straight-line basis over the term of the corresponding contracts. (b) Debt issuance costs related to the issuance of debt described in Note 15. These deferred costs are amortized under the effective interest method over the term of the related financings.

Income Taxes The tax expense for the period comprises current and deferred income tax. Tax is recognized in the statement of income, except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, tax is also recognized in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the Dominican Tax Law enacted or substantially enacted at the balance sheet date.

Deferred income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as attributes existing at the balance sheet date.

Deferred tax assets and liabilities are measured using the effective tax rates expected to be applied in the years in which those temporary differences are expected to reverse, based on the enacted or substantially enacted tax laws at the balance sheet date. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of income in the period the enactment takes place.

A valuation allowance is recognized if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax asset will not be realized. The Company adjusts the valuation allowance when changes in circumstances cause a change in judgment about the future realization of the related deferred tax assets.

The provision for income tax also includes, if applicable, estimated taxes, interest and penalties related to uncertain tax positions to the extent that, based on technical merits, a conclusion is reached that they do not meet the more likely than not threshold.

Provision for Doubtful Accounts and Contingencies The Company establishes a provision for doubtful accounts to provide for accounts receivable where, in management's judgment, it is not probable that such receivable will be fully collected.

The level of the provision for doubtful accounts is based on management’s evaluation of various factors, including the credit risk of customers, historical trends, and other information. While management uses the information available to make evaluations, adjustments to the allowance may be necessary should future economic conditions differ substantially from the assumptions used in making the evaluations.

Derivative Financial Instruments The Company records derivative financial instruments on the consolidated balance sheet at fair value, regardless of the purpose or intent for holding them. The accounting for changes in fair value of the derivative financial instruments varies, depending on whether the derivative is considered to be a hedge for accounting purposes, and whether the hedging instrument is a fair value or a cash flow hedge.

10

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Cash Flow Hedge The Company uses forward interest rate swap contracts to manage some of its exposure to fluctuations on interest rates. The Company formally documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategies for undertaking various derivative transactions. It is the Company’s policy not to enter into derivative financial instruments for speculative purposes.

During 2012, the Company entered into a pay-fixed, receive-floating interest rate swap agreement as described in Note 9. The swap contract is documented as a cash flow hedge for accounting purposes and, therefore, the hedging derivative instrument is recorded at fair value on the consolidated balance sheet. Gains and losses on derivatives that are designated as cash flow hedges are recorded as a component of accumulated other comprehensive loss until the underlying hedge transactions are recognized in earnings. Ineffectiveness is reported as a gain or loss in the statement of comprehensive income.

Fair Value of Financial Instruments Fair value of current financial assets and current financial liabilities are estimated to be equal to their reported carrying amounts due to the short-term maturities of these instruments. The fair value of receivables and payables with related parties is estimated based on interest rate and repayments terms.

The financial debt is arranged at fixed and variable rates. The financial debt arranged at fixed interest rates exposes the Company to fair value interest rate risk. Management estimates the fair value of the Company’s borrowings by discounting their future cash flows at the market rate (Note 15).

Fair Value Measurement The Company utilizes the methods of fair value as described in ASC 820 to value its financial assets and liabilities. As defined in ASC 820, fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements, ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: 

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.



Level 2: Observable prices that are based on inputs not quoted in active markets, but corroborated by market data.



Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company applies valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

11

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Pension Information The Company does not maintain any pension plans. Dominican laws provide for pension benefits to be paid to retired employees from government pension plans and/or privately managed funds plans to which employers and employees make contributions.

Dismissal Indemnity Dismissal indemnity, which must be paid under certain circumstances as required by the Dominican labor code, is charged to expense when employees are dismissed without cause.

Comprehensive Income ACS 220, “Reporting Comprehensive Income,” requires a full set of general purpose financial statements to be expanded to include the reporting of “comprehensive income”. Comprehensive income is comprised of two components, net income and other comprehensive loss.

4.

Cash and Cash Equivalents Cash and cash equivalents consist of: 2012 Cash Cash equivalents - certificate of deposit: At annual rates ranging from 0.70% to 3.00% (2011: from 3.75% to 4.25%)

5.

2011

US$ 19,346,056

US$ 72,540,137

122,315,087

111,339,151

US$141,661,143

US$183,879,288

2012

2011

US$243,394,678 1,591,974 27,529,009

US$158,079,679 1,749,058 2,616,286

13,379,595 5,250,884

1,234,822

Accounts and Notes Receivable Accounts and notes receivable consist of: Related parties – Trade, including current portion of a note receivable from Edesur (a) at December 31, 2012 of US$711,111 (2011: US$194,444) (Note 26) Other related parties (Note 26) Receivable with PVDC (Note 21 (c)) Receivable with Empresa de Transmisión Eléctrica Dominicana (ETED) (b) Other Provision for doubtful accounts

Long-term portion of accounts receivable: ETED (b) Edesur (a)

291,146,140 (1,120,971)

163,679,845 (944,563)

290,025,169

162,735,282

(11,249,210) (2,132,951)

(1,305,556)

(13,382,161)

(1,305,556)

US$276,643,008

Total current accounts receivable

12

US$161,429,726

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 a) In December 2011, EGE Haina entered into a financing agreement with Edesur for a total amount of US$3.2 million, to be used by the latter in the re-construction of distribution infrastructure at or near the communities adjacent to Los Cocos wind farm. Edesur is committed to reimburse EGE Haina the principal amount, starting the sixth month after the date of the agreement in 54 monthly installments, bearing interest at the active interest rate published by the Dominican Central Bank of 7.32% and 7.19% at December 31, 2012 and 2011, respectively. This financing agreement matures in November 2016. At December 31, 2012, the Company had fully disbursed the total amount of the financing agreement of US$3.2 million (2011: US$1.5 million). b) Pursuant to a contract signed in 2007 between the Company and Elecnor, S. A. (the constructor), the Company invested US$14.1 million in the construction of a transmission line to interconnect Los Cocos project to the interconnected electricity grid. The transmission line has been used since the start date for commercial operation of Los Cocos project in December 2011.

In 2010, the Company signed a contract with ETED for the transfer of the abovementioned transmission line based on a construction budget for an amount of US$9.6 million. The total construction costs amounted to US$14.1 million, mainly due to a modification in the original route of the transmission line approved by ETED. On December 6, 2011, the Company sent a letter to ETED informing such invested amount along with all the supporting documentation, which was analyzed by the latter in order to approve and amend the original contract. As of December 31, 2011 the Company maintained a balance of US$14.1 million in Other assets caption (Notes 8 and 13) against ETED. During 2012, several meetings were held with ETED representatives in order to reconcile the US$4.5 million cost over-run and deliver additional information. As of December 31, 2012, ETED recognized a cost over-run of US$1.3 million. The Company is claiming the remaining amount of US$3.2 million. In 2012 the Company reclassified the balance of US$14.1 million from Other assets to Accounts receivable.

According to the terms of the original contract, risks and title of the transmission line will be transferred to ETED once the construction is completed and the facility is commercially operational. Upon the legal transfer of the aforementioned facilities, the capitalized costs of the transmission line approved by ETED will be reimbursed by this entity. This reimbursement will be effective by offsetting future amounts payable for transmission market tolls assessed by and due to ETED in accordance with the Electricity Law, until all capitalized costs are offset. Thus, as of December 31, 2012 the Company setoff US$0.7 million out of the total US$14.1 million, remaining an outstanding balance of US$13.4 million.

6.

Inventories Inventories consist of:

Parts Fuel Inventories in transit: US$2.4 million of fuel and US$2.0 million of spare parts (2011: US$0.2 million of spare parts)

13

2012

2011

US$18,789,540 15,627,370

US$18,585,650 17,265,874

4,376,080

253,306

US$38,792,990

US$36,104,830

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 7.

Prepaid Expenses Prepaid expenses consist of:

Prepaid insurance Other

8.

2012

2011

US$2,748,263 53,997

US$2,290,848 43,283

US$2,802,260

US$2,334,131

2012

2011

Other Current Assets Other current assets consist of:

Advance payment of energy purchase (a) Short-term portion of the transmission line (Note 5 (b)) Other advance payments

US$

-

US$ 9,000,000 795,209 941,500

US$

-

US$10,736,709

(a) On December 28, 2011, the Company entered into a short-term agreement with CDEEE for the purchase of electricity at the spot price less a two percent (2%) discount. The advanced amount was fully consumed in 2012.

9.

Derivative Financial Instruments On May 21, 2012, the Company entered into a pay-fixed / receive-floating interest rate swap agreement (hedging instrument). Such contract was designed to mitigate the interest rate risk resulting from the exposure to changes in cash flows from the Senior Secured Syndicated Loan described in Note 15 (a), by fixing the variable component of the interest rate (LIBOR 3-month) to 1.12% per annum on an agreed notional amount of US$200 million. The notional amount will be reduced by 5% on a quarterly basis beginning December 31, 2013 and 35% on the maturity date to match the scheduled principal payments on the debt agreement. The fair value of the interest rate swap at the reporting date is determined by discounting the future cash flows using the Libor forward curves at the reporting date. The effective date of the swap contract is June 28, 2013 and expires on March 15, 2017.

At December 31, 2012, the fair value of the interest rate swap (derivative designated as hedging instrument) resulted in a liability of US$2,647,112, from which US$1,717,112 are classified as noncurrent liability (US$930,000 as current) in the consolidated balance sheet. The effective portion of the swap of US$1,783,230 was recognized in Accumulated Other Comprehensive Loss, net of taxes of US$508,859 at December 31, 2012, while the ineffective portion of US$355,023 was presented in the statement of comprehensive income within financial expenses, net (Note 25).

14

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 10.

Fair Value of Financial Instruments The estimated fair value amounts presented below have been determined by the Company using available market information or other appropriate valuation methodologies that require considerable judgment in developing and interpreting the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in an actual market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying amounts of the Company’s cash and cash equivalents, restricted cash, short-term investments, accounts and notes receivable, accounts payable, income tax payable and other current liabilities approximate fair value because they have relatively short-term maturities and/or bear interest at rates tied to market indicators, as appropriate. The book value of long-term receivable approximates its fair value.

The Company’s long-term debt consists of debt instruments that bear interest at fixed and variable rates tied to market indicators. The book value of long-term debt bearing interest at fixed rates approximates to its fair value.

The carrying amounts and estimated fair values of the Company’s financial instruments as of December 31, 2012 and 2011 are as follows: 2012 Carrying Amount

Carrying Amount

Estimated Fair Value

US$141,661,143

US$183,879,288

US$183,879,288

49,971,851 -

482,780

482,780

290,025,169

162,735,282

162,735,282

US$481,658,163

US$481,658,163

US$347,097,350

US$347,097,350

US$244,007,552

US$244,007,552

US$ 57,963,953

US$ 57,963,953

444,748,779

448,211,237

281,406,905

276,468,473

US$688,756,331

US$692,218,789

US$339,370,858

US$334,432,426

Assets: Cash and cash equivalents US$141,661,143 Restricted cash (including long-term) 49,971,851 Investments (short-term) Accounts and notes receivable (including long-term) 290,025,169

Liabilities: Accounts payable, related parties, income tax and dividend payable and other current liabilities Debt (short and longterm) (*)

2011 Estimated Fair Value

(*) Management estimates the fair value of the Company’s Senior Notes and local corporate bonds (described in Note 15) by discounting their future cash flows at the market rate, amounting to US$218,329,458 and US$221,928,568, respectively. The book values of the Senior Secured Syndicated Loan and other debt from foreign and local financial entities approximate their fair values at December 31, 2012 and 2011.

15

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Liabilities that are measured at fair value on a recurring basis are as follows:

Description Liabilities: Derivative financial instrument (Note 9)

Fair Value Measurements at December 31, 2012 Using Quoted Prices in Significant Active Markets Other Significant For Identical Observable Unobservable Liabilities Inputs Inputs (Level 1) (Level 2) (Level 3) 12/31/2012 US$2,647,112

US$

-

US$2,647,112

US$

-

The fair value of the derivative financial instrument at December 31, 2012 was determined by discounting the future cash flows using the forward curves (LIBOR-3-month) at the reporting date and the fixed leg of 1.12%.

11.

Property, Plant and Equipment, Net Property, plant and equipment, net consist of: 2012 Land

US$

Buildings Generation plants Wind farm Transportation equipment Furniture and office equipment Other equipment Leasehold improvements Exchange parts Less: Accumulated depreciation Construction in progress (*)

5,105,468

2011 US$

5,059,923

1,352,398 344,933,885 81,292,802 2,295,459 1,563,196 12,207,775 819,345 10,817,342

1,352,398 344,933,885 81,110,676 2,000,623 2,122,689 11,087,994 1,242,490 9,001,861

455,282,202 184,218,219

452,852,616 164,340,565

271,063,983 328,014,406

288,512,051 1,725,662

US$604,183,857

US$295,297,636

During 2012 and 2011, depreciation of property, plant and equipment was US$20,877,934 and US$16,347,614, respectively.

Property, plant and equipment include capitalized interests on borrowings attributed to the construction of assets. Interests capitalized amounted to US$9,922,495 in 2012 (2011: US$4,916,377).

16

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 (*) The balance of construction in progress mainly corresponds to the following transactions:

12.



In December 2011, EGE Haina entered into an Engineering, Procurement and Construction Agreement of a dual fuel (Heavy Fuel Oil and Natural Gas) combined cycle reciprocating engines power plant (“Quisqueya II plant”), with a net installed capacity of 215.5MW, with Wärtsilä Finland OY and Wärtsilä Dominicana SRL. The total contract value for the agreement amounted to US$198.7 million. The commercial operation is expected to start in 2014. The Company entered into an escrow agreement with Citibank N.A. in order to secure certain payment obligations of the Company to Wärtsilä Finland OY. As of December 31, 2012, the Company had a US$50 million deposit in the escrow account, which is classified as restricted cash in the consolidated balance sheet, from which US$38.2 million is current. As of December 31, 2012, the balance included in construction in progress for this project amounted to US$228.1 million.



In December 2011, the Company entered into a Turnkey Supply, Construction and Installation Agreement with UTE Los Cocos for the design, construction and installation and commissioning of a 52MW wind power farm (Los Cocos II project) which will interconnect with, and therefore expand, the existing 25MW of Los Cocos wind farm. The total value for the Engineering, Procurement and Construction contract amounted to US$91.0 million. On January 19, 2012, the above described contract was amended and separated into two (2) contracts of 50MW and 2MW, respectively. The terms of the agreement remained unchanged. The commercial operation is expected to start during the first quarter of 2013. As of December 31, 2012, the balance included in construction in progress for this project amounted to US$98.3 million.

Deferred Charges Deferred charges consist of:

Deferred costs Debt issuance costs Less: Accumulated amortization

2012

2011

US$11,811,229 11,640,950

US$11,811,229 6,212,061

23,452,179

18,023,290

13,541,753

11,560,389

US$ 9,910,426

US$ 6,462,901

During 2012 and 2011, the amortization of deferred charges amounted to US$1,938,934 and US$1,562,431, respectively (See Note 25). The estimated future amortization through the end of their useful lives is expected to be: Year 2013 2014 2015 2016 2017

US$ 2,833,595 2,647,463 2,324,178 1,856,531 248,659 9,910,426 17

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 13.

Other Non-Current Assets Other non-current assets consist of: 2012 Rent deposit Other deposits ETED (Note 5 (b)) Advance payment to supplier (a)

(a) 14.

2011

US$342,520 161,183 -

US$

26,699 175,605 13,275,493 8,321,040

US$503,703

US$21,798,837

Corresponds to an advance payment for Los Cocos II wind project pursuant to the agreement with UTE Los Cocos (Note 11). This amount was capitalized during 2012.

Short-Term Debt On December 21, 2011, the Company signed a six month renewable promissory note with The Bank of Nova Scotia amounting to US$30 million, with an interest rate equivalent to LIBOR (1 month) plus 3% per annum, calculated over a 360 days base year. This note was last renewed on December 14, 2012 and matures in June 2013.

15.

Long-Term Debt Long-term debt consists of: 2012 Senior Secured Syndicated Loan payable to Citibank of US$200 million. Interest is payable on a quarterly basis at the greater of Libor (3 months) plus 5.75% p.a., and an annual rate of 6.25%. Principal is payable on quarterly installments of US$10 million beginning December 31, 2013 and a balloon payment of US$70 million maturing in March 2017 (a) 9.5% Senior Notes (fixed rate bond maturing in April 2017 with a bullet payment). Interest is payable in 20 semi-annual installments (b) US$50 million local bond, 10 tranches of US$5 million each.

Interest is payable on a monthly basis at annual interest rates which range from 6% to 7% (c) Loan payable to Popular Bank Ltd., Inc. (Popular Bank) at 5.91% annual interest rate. Maturity, November 2016 (d) Loan payable to Banco BHD, S. A., Banco MĂşltiple (Banco BHD) at 5.75% annual interest rate. Maturity, May 2016 (d) Loan payable to Banco BHD at 5.75% annual interest rate.

Maturity, March 2016 (d) Loan payable to BHD International Bank (PanamĂĄ), S. A. (BHD International Bank) at 5.5% annual interest rate. Maturity, May 2016 (d)

18

US$181,000,000

2011

US$

-

164,867,000

164,867,000

50,000,000

50,000,000

8,470,206

11,374,277

5,599,264

7,060,449

3,419,016

4,341,225

1,393,293

1,763,954

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 2012 US$30 million local bond, five tranches of US$6 million each.

Interest is payable on a monthly basis at annual interest rates which range from 7.75% to 8.75% (e)

2011

414,748,779 (15,849,474)

Less: Current portion

US$398,899,305

a.

12,000,000 251,406,905 (17,656,315) US$233,750,590

On March 16, 2012, the Company entered into a US$200 million Senior Secured Syndicated Loan Agreement with Citibank N.A. as lender and administrative agent, in which participated local and international financial institutions, in order to finance part of the capital investments in the Quisqueya II project and the expansion of the wind farm project (Los Cocos II), further described in Note 11. The assets so acquired under those projects are the collateral of the loan agreement.

Under the terms of this agreement, there are restrictive covenants that refer to indebtedness, liens, investments, sale of assets, restricted payments and transactions with affiliates, among others. Additionally, the Company must comply with the following financial covenants: (i) maintain a net debt to EBITDA ratio not greater than 3.5:1.0 (4.5:1.0 for the first eighteen (18) months from the effective date); and (ii) maintain a minimum debt service coverage ratio of 1.3:1.0.

The Company received partial disbursements throughout the year and as of December 31, 2012, the outstanding balance amounts to US$181 million. The remaining amount of US$19 million of this facility was disbursed by Citibank N.A. on January 30, 2013.

b.

The US$175 million fixed rate bond was issued by Haina Finance, the wholly owned subsidiary of EGE Haina and a tax-exempted Cayman Island company formed solely to issue this bond. Under the term of the issuance, Haina Finance must not engage in any business activity other than complying with its obligations under the bond. EGE Haina unconditionally and irrevocably guarantees the bond. Pursuant to a Participation Agreement between Haina Finance and Barclays Bank PLC, the gross proceeds from the bond were used

by Haina Finance to purchase a participation in a loan made by Barclays Bank PLC to EGE Haina for US$175 million under a term loan agreement entered by EGE Haina and Barclays Bank PLC. Pursuant to the loan agreement EGE Haina is required to make payments on the same terms and conditions and at the same rate of interest as the payments required to be made by Haina Finance under the bond.

19

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 The bond is secured by a first priority security interest on 100% of the outstanding capital of Haina Finance, all rights, title and interest in the Participation Agreement entered into by Haina Finance and Barclays Bank PLC. In addition, there are restrictive covenants. Such covenants include limitations on: indebtedness, restricted payments, sale of assets, liens, affiliate transactions, mergers, dividends and other payment restrictions affecting subsidiaries, among others. According to the terms of the bond, Haina Finance established an Interest Reserve Account at Deutsche Bank Trust Company Americas, the bond’s trustee, as a security for the bond. Haina Finance is required to maintain at all times an amount on deposit in this interest reserve account (or letters of credit or certain temporary cash investments having an aggregate face amount) equal to the interest payable on the bond on the immediately following interest payment date. This interest reserve account balance amounted to US$7.8 million at December 31, 2011. On January 23, 2012, the Company posted an irrevocable standby letter of credit with Citibank, N.A. in favor of the trustee in order to replace the amounts held in cash in the interest reserve account. c.

In April 2011, the Company obtained the approval from the Dominican Security Exchange Commission (Superintendencia de Valores) for the issuance of an unsecured local bond amounting up to US$50 million. This bond was fully placed in 10 tranches of US$5 million each, as follows:

Tranches

Size (US$)

Rate

Issuance Date

Maturity

Repayment Schedule

1-2 3-4 5-6 7-8 9-10

10,000,000 10,000,000 10,000,000 10,000,000 10,000,000

7.00% 7.00% 7.00% 6.00% 7.00%

05-19-2011 06-01-2011 06-28-2011 10-19-2011 10-19-2011

05-19-2016 06-01-2016 06-28-2016 10-19-2014 10-19-2016

Bullet payment Bullet payment Bullet payment Bullet payment Bullet payment

50,000,000 d. The Company has the following unsecured loans:

Financial Institution

Popular Bank Banco BHD Banco BHD BHD International Bank

Loan Amount (US$)

Rate

1

Date

Monthly Installments

Maturity

5,000,000

November, Variable 2011 Variable May, 2011 March, Variable 2011

November 60 (US$301,123 each) 2016 60 (US$156,529 each) May 2016 March 60 (US$97,831 each) 2016

2,000,000

Variable May, 2011

60 (US$38,202 each) May 2016

11,600,000 8,000,000

1 The

banks have the right, under the contracts, to change the interest rates from time to time in accordance with local market conditions.

20

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 e.

16.

In March 2009, the Company obtained the approval of the Superintendencia de Valores for the issuance of an unsecured local bond amounting up to US$30 million. This bond was fully placed in five tranches of US$6 million each and repaid at maturity during 2012.

Accounts Payable Accounts payable consist of:

International vendors Power vendors Local vendors

17.

2012

2011

US$109,351,872 88,350,161 12,357,920

US$ 5,908,658 25,759,048 2,868,817

US$210,059,953

US$34,536,523

Other Current Liabilities Other current liabilities consist of:

Accrued interest Withholding taxes and other Personnel performance compensation accrual Provision for legal claims (Note 28) Other

18.

2012

2011

US$3,018,534 4,082,538 1,636,998 73,955 22,363

US$2,887,666 1,854,741 1,389,963 159,647 996,791

US$8,834,388

US$7,288,808

Shareholders’ Equity Common Stock At December 31, 2012 and 2011, common stock consisted of 45,951,000 common shares issued and outstanding with par value of RD$100 (US$6.29). The following is a detail of the Company's shares: Common Stock Shares Issued Par Value FONPER HIC Shares issued for cash Other shareholders

22,972,500

US$144,481,132

22,975,500 3,000

144,500,000 18,868

Balance at December 31, 2012 and 2011

45,951,000

US$289,000,000

21

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Legal Reserve The Dominican Commercial Code establishes that at least 5% of the annual net earnings be appropriated as a legal reserve of the Company until such appropriation equals 10% of the outstanding capital. This reserve cannot be capitalized, returned to retained earnings or used for payment of dividends.

Remittance of Profits The Dominican Foreign Investment Law allows the repatriation of capital and remittance of profits in freely convertible currency. Dividends may be declared during each fiscal period up to the total amount of net profits, subject to a withholding tax.

Dividends On October 9, 2012, a dividend payment amounting to US$14.1 million was approved in the General Shareholders’ Meeting. As of December 31, 2012, US$10.7 million net of dividend taxes of US$1.2 million remained outstanding and were fully paid on January 11, 2013.

On April 6 and November 8, 2011, dividend payments amounting to US$10 million and US$4 million, respectively, were approved in General Shareholders’ Meetings.

19.

Accumulated Other Comprehensive Loss The changes in the balances of each component of other comprehensive income included in accumulated other comprehensive loss is as follows:

Foreign Currency Items US$ Beginning balance at December 31, 2010 Current-period change Ending balance at December 31, 2011 Current-period change Ending balance at December 31, 2012 20.

Accumulated Other Comprehensive Loss US$

Unrealized Gain (Loss) in Securities US$

Cash Flow Hedge (Note 9) US$

(31,031,995)

490,587

-

(30,541,408)

-

(490,587)

-

(490,587)

(31,031,995)

-

-

(31,031,995)

-

-

(1,783,230)

(1,783,230)

(31,031,995)

-

(1,783,230)

(32,815,225)

Income Tax As established by the Dominican Tax Code, modified by the Tax Reform Law No.253-12, enacted in November 2012, the corporate income tax for period 2012 will be determined based on a tax rate of 29% on the net taxable income following the expense deductibility rules provided by the Tax Code. The Reform Law changed the tax rates applicable to future periods which will be as follows: 29% for 2013, 28% for 2014 and 27% from 2015.

A 1% tax on assets (Asset Tax) also applies as an alternative minimum tax. The taxable base of the Asset Tax in case of power generation, transmission and distribution companies defined in the General Electric Law No. 125-01, dated July 26, 2001, is the total fixed assets, net of depreciation, as they are shown in the consolidated balance sheet at year end.

22

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 The Tax Law requires tax payers to file the corporate income tax returns denominated in Dominican peso (local currency). Those who use a functional currency other than the Dominican peso are required to keep their tax accounting records and official filings in local currency. In addition, Article 293 of the Tax Law establishes the recognition of the foreign exchange difference as deductible expense/taxable income in the determination of taxable base. The Tax Authorities annually indicate the exchange rate to be used for the valuation of monetary items originated in foreign currencies.

The activities related to the wind farm are benefited with a 100% income tax exemption for a period of 10 years, up to 2020, in accordance with Law No.57-07 “Incentive to the Development of Alternative Power Generation Systems”.

Current tax: For the purpose of determining the current income tax, the reconciliation of income before income tax and the tax due, at the statutory rate, is: 2012 Income before income tax

2011

US$99,567,410

US$91,442,790

Tax expense at the current tax rate of 29%

28,874,549

26,518,409

Permanent differences Nondeductible expenses Inflation adjustment of nonmonetary assets Nondeductible taxes Nondeductible donations Other nontaxable income Exchange differences Participation in subsidiary’s loss Exempt income under Law 57-07 Other adjustments

48,478 (2,606,520) 1,013,369 115,527 1,530,430 113,893 1,105,413 (4,359)

42,469 (3,192,488) 2,540,937 28,914 (262,317) 2,728,630 112,978 1,240,328 (43,089)

1,316,231

3,196,362

(2,493,219) (10,616) (17,979) 105,348 45,333 26,217

(1,323,266) (13,860) (46,664) 10,132 (5,877)

(2,344,915)

(1,379,535)

27,845,864 (3,251,143)

28,335,236 (1,085,511)

US$24,594,721

US$27,249,725

Temporary differences Depreciation Gain from the sale of fixed assets Exchange rate differences Swap ineffectiveness Non-capitalized assets Other

Current tax expense before asset tax credit Asset tax (Note 24) Current income tax

23

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 In 2012 and 2011, the current income tax on the Company’s taxable income exceeded the asset tax; therefore, the Company’s obligation was to pay the tax based on taxable income, amounting to approximately US$27.8 million and US$28.3 million, respectively. The asset tax portion is reflected within the general and administrative expenses in the consolidated statements of comprehensive income.

Deferred income tax: The components of the deferred income tax asset / liability recognized in the consolidated balance sheet consist of the following: December 31, 2012 Deferred income tax assets Current: Bad debt reserve Vacation accrual Derivative financial instrument

US$

254,002 39 206,466

Non-current: Derivative financial instrument Total deferred tax assets Deferred income tax liabilities Current: Leasehold improvements Foreign currency Non-current: Fixed assets Total deferred tax liabilities

December 31, 2011

US$

207,498 219

460,507

207,717

381,210

-

US$

841,717

US$

207,717

US$

(26,707) (25,597)

US$

(7,146)

(52,304)

(7,146)

(12,596,309)

(13,421,758)

US$(12,648,613)

US$(13,428,904)

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable earnings during the periods in which the temporary differences become deductible.

The tax credit related to components of other comprehensive loss is as follows: December 31, 2012 Tax (charge) Before tax credit Cash flow hedge US$(2,292,089) Available-for-sale investments Other comprehensive loss US$(2,292,089)

December 31, 2011 Tax (charge) Before tax credit After tax

After tax

US$ 508,859 US$(1,783,230) -

-

US$ 508,859 US$(1,783,230)

24

US$

- US$ (490,587)

US$(490,587) US$

-

US$

-

-

(490,587)

-

US$(490,587)

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Uncertain tax positions As of December 31, 2012 and 2011 management did not identify uncertain tax positions not achieving the more likely than not threshold; consequently the accrual of a reserve for uncertain tax positions was not considered necessary for those of prior years. Years 2009 to 2012 are open for the tax authorities’ review, in accordance with the statute of limitation established by the Dominican Tax Law. At the date of the consolidated financial statements none of these years are subject to inspection.

Other tax changes introduced in 2012 Law No. 253-12 established a dividends tax of 10% on the gross amounts distributed in cash or in kind, except profits capitalizations. Distributing entities should withhold the tax and pay to tax authorities through its monthly Withholding Income Tax Return (Form IR-17). This tax applies to Dominican entities as well as foreign entities’ branches established in the country.

This new treatment of the dividends tax replaced the prior regime consisting in a 29% withholding tax subject to a subsequent refund through a tax credit to the distributing entity, in the same fiscal period the distribution has taken place.

According with the provisions of this law, the Asset Tax rate should be reduced to 0.5% in 2015 and eliminated in 2016, provided the country achieves the targeted tax burdens.

Law No. 309-12 was enacted on December 7, 2012, with the objective of granting the possibility of a Tax Amnesty to tax payers regarding the following taxes: income tax, value-added tax, asset tax, transfer tax, inheritance tax, property taxes and customs taxes. The main benefits of the tax amnesty include closing fiscal periods up to 2011 for tax audit purpose; waive of penalties regarding existing tax liabilities, including those appealed by the tax payer. EGE Haina did not apply for the tax amnesty.

21.

Revenues a.

The Company invoices the distribution companies, Edenorte, Edesur and Edeeste, for the service of energy, capacity and transmission toll, according to the existing agreements renegotiated in August 2001 (“the Power Supply Contracts or PPA”). The terms and conditions for the sale of energy to distribution companies are as follows: Edesur Edenorte Edeeste (*) Term of contracts Indexation

138 MW 112 MW 100 MW 15 years 30% per Consumer Index Price (CPI) –USA 70% for fuel #6

The prices are stated in U.S dollars but can be paid in Dominican Pesos at the current exchange rate. The exchange rate index utilized tracks the market rate for the U.S. dollar based on daily foreign exchange trading by commercial banks published by the Dominican Republic Central Bank.

25

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 (*) In 2011 and up to September 2012, the Company provided a capacity of 50MW to Edeeste and since then it increased to 100MW which is the maximum contracted capacity pursuant to the PPA signed between both parties, after a re-implementation program applied by the Company after the declaration of default of a rescheduling payment agreed

by Edeeste in 2009 and the subsequent payment of its payment obligations.

Revenues recognized for these services amounted to US$584.2 million in 2012 (2011: US$535.2 million). b. The Company maintains a PPA with CEPM under which EGE Haina should originally supply a minimum of 48.1MW of capacity and associated energy to CEPM, through the CEPM’s 138KV transmission line that connects its distribution system with one of EGE Haina’s generation plants, La Sultana del Este. The contracted capacity was increased to 65MW in 2011. The PPA establishes a term of 18 years which matures in 2026. The price for capacity is adjusted monthly by the U.S. CPI. The prices and the amounts due are stated in U.S. Dollars.

Revenues recognized under this contract amounted to US$85.9 million in 2012 (2011: US$77.2 million). c.

During 2011, the Company entered into the following service agreements with Barrick Gold of North America (“Barrick”), from which Barrick transferred all its rights, titles and interests arising from these contracts to PVDC in 2012: 

Reimbursement Agreement: Executed on June 28, 2011; whereupon EGE Haina provides advisory services and technical support to Barrick. In lieu of the services performed by the Company, PVDC shall pay the following: a) hourly rates of Haina’s personnel; b) reasonable out-of-pocket expenses plus a ten percent (10%) fee and c) all amounts payable for services pursuant to contractor contracts, plus a ten percent (10%) fee.



Transmission Line Construction Management and Oversight Agreement (“CMOA TLine”): Executed on August 31, 2011 and amended on October 25, 2011; whereupon EGE Haina provides services including, but not limited to, project development, procurement permits, construction management and oversight and contracting services necessary for the design, engineering, procurement, construction, testing and commissioning of a dedicated transmission line owned by PVDC. In lieu of the services performed by the Company, PVDC shall pay the following: a) a fixed fee equal to US$500,000 prorated over a 10-month period; b) hourly rates of EGE Haina’s personnel plus a ten percent (10%) fee and c) reasonable out-of-pocket expenses plus a ten percent (10%) fee.

In addition, the Company entered into the following agreements with PVDC in 2012 described as follows: 

Substation Construction Management and Oversight Agreement (“CMOA Substation”): EGE Haina will provide services including, but not limited to, project development, procurement permits, construction management and oversight and contracting services necessary for the design, engineering, procurement, construction, testing and commissioning of a dedicated substation owned by PVDC. In consideration of the services performed by EGE Haina, PVDC shall pay: a) a fixed fee equal to US$300,000 prorated over a 10-month period and b) 10% of out-of-pocket expenses incurred by personnel, labor costs of employees and contractors, reasonable allocation, overheads and other administrative costs. This agreement shall be in full force until the construction of the aforementioned substation is completed.

26

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 

Operation and Maintenance Services Agreement – Monte Rio: EGE Haina will perform the services required for management, operation, maintenance and administration of a 100 MW “Monte Rio” power plant and certain assets related thereto located near Puerto Viejo, Dominican Republic. In consideration of the services performed by EGE Haina, PVDC shall pay all direct costs for the operation and maintenance of this power plant.

Such agreement shall be in full force and effect until Quisqueya II plant has achieved commercial operation.



Short-term Contract for Purchase and Sale of Energy: EGE Haina agrees to purchase energy from the spot market and sell it to PVDC. The contracted capacity may not exceed 180 MW. PVDC shall pay EGE Haina the contracted capacity and associated energy at the spot market price, as calculated and published by the Coordinating Body (OC). EGE Haina shall incur in spot capacity and energy purchases on behalf of PVDC and pass-through all related cost, receiving as compensation a fixed brokerage fee of US$25,000 on a monthly basis. The contract shall continue to be in full force and effect until the later of November 1st, 2012, or when EGE Haina receives written notice from the PVDC that Quisqueya I, a dual fired reciprocating engine power plant with a net installed capacity of 215.5MW to be located in San Pedro de Macorís, Dominican Republic owned by PVDC, has achieved commercial operation. Revenues amounting to US$0.2 million are presented net of spot purchases of US$40.8 million.

These services provided revenues of US$2.4 million (2011: US$0.8 million) and were recorded in the consolidated statement of comprehensive income within other revenues. d. Other revenues amounted to US$4.7 million in 2012 (2011: US$4.3 million). e.

In January and February 2012 the Company entered into the following agreements with PVDC, which are expected to be in force in 2013: 

Pipeline Usage Agreement: PVDC agrees to provide to EGE Haina permission to use a pipeline, which shall be constructed by PVDC, to deliver oil and natural gas to Quisqueya II plant, owned by EGE Haina. Pursuant to this agreement EGE Haina shall pay: a) a fee equal to: (i) 50% of the total capital expenditure and cost of the construction of the pipeline plus a 2% interest rate per annum, minus (ii) US$3.5 million, over the term of seven years; and b) 50% of the costs incurred for the operation and maintenance of the pipeline during the term of the agreement. This agreement shall be in full force and effect for a 25-year period commencing on the commercial operation date of Quisqueya II plant.



Operation and Maintenance Services Agreement – Quisqueya I: EGE Haina agrees to provide PVDC the services required for the operation and maintenance of the Quisqueya I plant In consideration of the services performed by EGE Haina, PVDC shall pay: a) a fixed monthly management fee of US$112,500 and b) reimbursable expenses of all cost associated with the operation and maintenance of Quisqueya I. Such agreement shall be in full force and effect for a 10-year period commencing on the commercial operation date of Quisqueya I.

27

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 

Operation and Maintenance Services Agreement – Fuel Pipeline: EGE Haina will provide to PVDC services for management, operation, maintenance and administration of PVDC pipeline that will be used to connect a heavy fuel oil loading terminal (Oil Terminal) and Quisqueya I. In consideration of the services performed by EGE Haina, PVDC shall pay: a) 50% of the cost of replacement parts, b) 50% of all direct costs of operation and maintenance of the pipeline and; c) an administrative charge equal to the sum of 10% of the 50% of the direct cost associated with the operation and maintenance of the pipeline.

Such agreement shall be in full force and effect for a 10-year period commencing on the commercial operation date of Quisqueya I.



Tank and Loading Dock Usage Agreement: EGE Haina agrees to provide to PVDC permission for the use of the unloading dock, pipeline, delivery system and related facilities that will be used by PVDC for the receipt, unloading, transmission and delivery of heavy fuel oil by tankers from the shore to the pipeline. Such agreement shall be in full force and effect for a 25-year period commencing on the commercial operation date of Quisqueya I.



Power Plant Infrastructure Usage Agreement: PVDC agrees to provide to EGE Haina access to and sharing of laboratory, warehouse, administration building, guardhouse, workshop and switchyard tiebreaker for the operation and maintenance of Quisqueya II. EGE Haina shall pay to PVDC: i) US$1,000 on the date the Quisqueya I or Quisqueya II achieves commercial operation and ii) during the period in which EGE Haina is not the operator of the Quisqueya I, US$25,000 on or prior the 5 th day of each month. This agreement shall be in full force for a 25-year term commencing the commercial operation date of Quisqueya I.



Operation and Maintenance Services Agreement – Substations: EGE Haina agrees to perform the services for management, operation, maintenance and administration of an approximately 345 kilovolt power plant substation to be located in Bonao, Dominican Republic. In consideration of the services performed by EGE Haina, PVDC shall pay all direct costs for the operation and maintenance of the substation. Such agreement shall be in full force and effect for a 10-year period commencing on the commercial operation date of Quisqueya I.



Operation and Maintenance Services Agreement – T-Line (T-Line O&M Agreement): EGE Haina will perform the services required for management, operation, maintenance and administration of a T-Line with a 230Kv double circuit with approximately 101 km in length, each capable of carrying energy associated with a generation capacity of approximately 380 MVA. In consideration of the services performed by EGE Haina, PVDC shall pay all direct costs for the operation and maintenance of the first circuit of the TLine. Such agreement shall be in full force and effect for a 10-year period commencing on the commercial operation date of Quisqueya I.

28

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 

22.

Second Circuit Use Agreement: PVDC agrees to provide to EGE Haina permission to use the second circuit of the T-Line, to transmit electric energy from Quisqueya II into the National Electric Interconnected System (SENI). In consideration of the use of the second circuit, EGE Haina shall a) pay on a monthly basis the amount of US$1,000, and b) reimburse PVCD, for any period in which EGE Haina is not the operator of the T-Line, pursuant to the T-Line O&M Agreement, for all operations and maintenance costs related to the second circuit and incurred by PVDC for such month. Such agreement shall be in full force and effect for a 25-year period commencing on the commercial operation date of Quisqueya II.

Fuel and Purchased Power Fuel Oil The Company purchased fuel oil mainly in the spot market from diverse suppliers. During 2012, the Company consumed 2.0 million barrels with a total cost of US$215.3 million (2011: 2.2 million barrels with a total cost of US$230.5 million).

Coal In 2012 and 2011, EGE Haina maintained agreements with Glencore for the delivery of 198 thousand metric tons (MT) and 164 thousand MT, respectively. Also in 2011 coal was purchased under an agreement with Bulk Trading for 20 thousand MT and in the spot market from diverse suppliers. During 2012, the Company consumed 183 thousand MT with a cost of US$22.9 million (2011: 171 thousand MT with a cost of US$24.7 million). These agreements do not qualify as derivatives or embedded derivatives.

Purchased Power a) Spot Market: The Company participates in the Dominican electricity spot market, as a seller or buyer.

During 2012, the Company purchased 434 GWH of electricity, equivalent to US$145.9 million (2011: 723 GWH of electricity equivalent to US$153.2 million). b) Power Purchase Agreements (“PPA”): 

On January 27, 2012, the Company entered into a PPA with PVDC under which EGE Haina purchases all the capacity and associated energy from the Monte Rio power plant, at the spot market price less one cent (US$0.01) per Kwh. The contract shall continue to be in full force and effect until the later of March 1, 2014 or when PVDC receives written notice from EGE Haina that Quisqueya II plant has achieved commercial operation.

During 2012, the Company purchased 279 GWH of electricity and 96 MW/month of capacity, for a total amount equivalent to US$31.1 million.



On May 20, 2011, the Company entered into a PPA with Generadora Palamara La Vega (“GPLV”) for the purchase of the latter’s generation surplus, at the spot market price less a discount of US$0.06 per KWh. During 2012, the Company purchased 128 GWH of electricity, equivalent to US$23.6 million (2011: 8 GWH of electricity equivalent to US$1.5 million).

29

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 23.

Operating and Maintenance Expenses Operating and maintenance expenses consist of:

Maintenance expenses (a) Labor costs Lubricants Technical advisory fees Professional services Security services Other

2012

2011

US$12,153,312 8,738,821 3,865,137 1,290,022 2,463,181 1,053,730 2,152,587

US$10,134,604 9,040,498 3,999,726 2,430,964 1,284,679 723,708 2,183,115

US$31,716,790

US$29,797,294

(a) Sultana Operation and Maintenance Contracts In 2007 the Company signed a maintenance contract with ABB S. A. (“ABB�), by which this supplier manages and executes the maintenance, including service and installation of delivered spare parts of all turbochargers and the daily inspections at La Sultana del Este plant. For such service, the Company pays ABB a fixed hourly rate calculated on the basis of the agreed hours and number/type of turbochargers of CHF 8.80 (Swiss Franc).

This contract will end automatically once the last turbocharger has reached the agreed upon hours (total of 844,200 hours, distributed by 46,900 per 18 turbochargers), but not later than December 31, 2013. The Company has the option to unilaterally extend the hours by another 50,000 running hours (from 50,000 to 100,000 running hours). This option can only be exercised together with the option of the respective operating performance package agreed for the delivery of spare parts between customer and ABB Turbo Systems Ltd, Switzerland.

The party which terminates this operating performance package before the end of the contract term for other reasons than communication of failure, bankruptcy, force majeure or change in law should pay the following amounts to the other party: US$ Within the first contractual year Within the second contractual year Within the third contractual year Within the fourth contractual year Within the fifth contractual year

1,000,000 800,000 600,000 400,000 200,000

At December 31, 2012 and 2011, none of the 18 turbochargers exceeded the contractually agreed hours of 46,900. During 2012 and 2011, payments under the contract amounted to US$1.2 million and US$1.8 million, respectively.

30

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 24.

Administrative and General Expenses Administrative and general expenses consist of: 2012 Management fees (Note 26) Labor costs and office operation costs Withholding taxes on management fees Technical advisory fees and other Insurance Superintendence of Electricity and OC fees Asset tax (Note 20)

25.

2011

US$19,976,888 11,678,688 8,153,379 4,916,994 4,722,939 3,553,585 3,251,143

US$18,217,432 11,474,328 5,015,222 2,739,617 3,503,861 2,712,925 1,085,511

US$56,253,616

US$44,748,896

Financial Expenses, Net Financial expenses, net consist of: 2012 Financial expenses: Interest on Senior Notes Interest on Senior Secured Syndicated Loan Interest on payables to power vendors Interest on corporate local bond Interest on other debt Capitalized interests (Note 11) Sub-total

Withholding taxes on interest Amortization of deferred charges (Note 12) Hedge ineffectiveness (Note 9) Other financial expenses

Financial income: Interest on trade accounts receivable Interest on short-term investments Interest on sovereign bonds Interest on related parties receivables (Note 26) Other financial income

Total financial expenses, net

US$(15,885,851) (6,714,233) (6,275,405) (4,021,562) (2,507,521) 9,922,495

US$(15,662,364) (511,616) (2,881,981) (1,461,796) 4,916,377

(25,482,077)

(15,601,380)

(2,029,746) (1,938,934) (355,023) (525,433)

(1,566,237) (1,562,431) (192,045)

(30,331,213)

(18,922,093)

12,558,583 3,352,872 124,459 64,602

10,593,751 1,811,131 908,907 126,902 58,517

16,100,516

13,499,208

US$(14,230,697) 31

2011

US$ (5,422,885)

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 26.

Related Parties Transactions and Balances The Company had transactions and maintained balances with unconsolidated related companies, as described below: Balances Accounts receivable (Trade and Notes) (Note 5): Edesur – current and long-term Edenorte Edeeste CEPM

Other accounts receivable - current (Note 5): CEPM Energy, Ltd. (e) Energía del Sur, S. A. CEPM

Accounts payable: CEPM HIC

Dividends payable (*): HIC FONPER Non-controlling interest

2012

2011

US$101,912,492 73,345,207 61,295,179 6,841,800

US$ 77,243,992 49,918,781 23,863,328 7,053,578

US$243,394,678

US$158,079,679

US$ 1,479,564 112,410

US$1,354,765 260,349 133,944

US$ 1,591,974

US$1,749,058

US$ 2,554,154 2,481,571

US$ 318,594 1,453,476

US$ 5,035,725

US$1,772,070

US$ 5,931,142 5,930,394 4,010

US$

3,443

US$11,865,546

US$

3,443

(*): Dividends payable net of tax amounts to US$10,679,303 at December 31, 2012.

Transactions HIC – management fee (a) Sales of energy and capacity and interest charges (b) Edesur Edenorte Edeeste CEPM PPA sales and fees for storage of fuel (c) Purchase of energy (d) Edesur – disbursement of notes receivable (Note 5 (a)) Edesur – collection of notes receivable (Note 5 (a)) CEPM Energy, Ltd. (e) Interest collected on related party loan balance 32

US$ 19,976,888

US$ 18,217,432

275,628,653 199,333,362 121,516,000

272,803,543 183,928,896 88,886,447

85,861,410 2,079,851 1,700,000 355,938

77,192,357 210,538 1,500,000 -

-

10,542

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 a) Management Fee - HIC As part of the capitalization process, HIC maintains an administration contract with the Company, expiring in 2020, with respect to its day-to-day operations under the direction of the Company’ Board of Directors. Pursuant to this contract HIC charges the Company 2.95% of annual net sales that represented US$20.0 million and US$18.2 million for 2012 and 2011, respectively. At December 31, 2012 and 2011, the Company had accounts payable balances to HIC of US$2.5 million and US$1.5 million, respectively. b) Sales Agreements with Distribution Companies The distribution companies Edesur, Edenorte and Edeeste are related parties. FONPER is one of the shareholders of such companies. Sales made by the Company to these distribution companies are based primarily on existing agreements which are more detailed in Note 21 (a). c) Sales Agreement with CEPM In August 2008, the Company entered into an 18-year agreement with CEPM under which EGE Haina supplies capacity and related energy to CEPM. See Note 21 (b) for further detail. d) Energy Purchases to CEPM In October 2011, CEPM inaugurated an 8.25MW wind farm named “Quilvio Cabrera”, which is located next to Los Cocos wind farm. There have been general discussions between CEPM and EGE Haina managements for the purchase by EGE Haina of all the energy produced by Quilvio Cabrera at a discounted price based on the final energy price obtained by EGE Haina for the energy injected in the SENI. The discount is intended to remunerate the use of certain assets of EGE Haina that allow the energy generated by Quilvio Cabrera to be injected into the SENI. This agreement is expected to be approved by their respective boards of directors during the first semester of 2013. As of December 31, 2012 and 2011, EGE Haina reported accrued and unpaid energy purchases for this concept in an amount equivalent to US$2.1 million and US$0.2 million, respectively. e) Other Related Party Transactions In 2010 CEPM Energy, Ltd. agreed to pay a 10% interest rate per annum on the debt it has with EGE Haina. During 2011, CEPM Energy, Ltd. made payments of US$10,542 which corresponded to accrued interest through June 30, 2011. On February 15, 2013, the Company received a payment of US$238,376 corresponding to interests accrued through December 31, 2012.

33

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 27.

Other (Expense) Income, Net Other (expense) income, net consists of: 2012 Loss on asset disposal Gain from the sale of fixed assets Insurance reimbursement (*) Other

2011

US$(203,668) 36,554 88,702

US$

(168) 45,400 689,000 (73,990)

US$ (78,412)

US$660,242

(*): Corresponds to an insurance reimbursement collected in 2011 for the damage of power equipment which loss was recorded in 2010.

28.

Contingencies a) Litigations against the Company The Company is involved in certain legal proceedings from time to time that are incidental to the normal conduct of its business, such as labor lawsuits. Although the final outcomes cannot be predicted with certainty, the Company, based upon a thorough review of the facts and advice of counsels, believes that the ultimate disposition of these matters will not result in a loss exceeding the amounts recorded of US$73,955 and US$159,647 at December 31, 2012 and 2011, respectively (Note 17). b) Litigation against Company’s executives On August 8, 2012, through a written document filed with the Magistrada Procuradora Fiscal del Distrito Nacional, representatives acting in the name of FONPER, filed a notice of criminal complaint (hereinafter referred to as “Querella”) alleging breach of Art. 408 of the Dominican Criminal Code (Breach of Trust), against certain executives of EGE Haina and the parent company HIC. EGE Haina was notified of the Querella on September 17, 2012. The Querella questions the methodology used by EGE Haina to determine the management fee (Note 26. a) payable to HIC; certain taxes paid by EGE Haina regarding the management fee; some commercial terms and corporate authorizations for the execution of a certain Power Purchase Agreement between EGE Haina and CEPM (Note 26. c); and an alleged salary payment by EGE Haina to HIC’s directors. On October 24, 2012, at the request of the Magistrada Procuradora Fiscal del Distrito Nacional, a hearing took place between the parties, during which the allegations were presented.

In addition, EGE Haina’s Board of Directors is aware of the existence of a Request for Arbitration, filed by HIC against FONPER (hereinafter referred to as the “Arbitration”), before the International Chamber of Commerce. Through the Arbitration, HIC seeks a declaration, among other points, that the allegations in the Querella lack merit and that all actions complained of in the Querella were in conformity with the law and all the relevant contracts between the parties, that the dispute between the parties is commercial in nature, not criminal, that representatives acting on FONPER’s behalf acted without authorization and did not exhaust the dispute resolution procedures established under the Administration Agreement and EGE Haina’s Bylaws.

34

Empresa Generadora de Electricidad Haina, S. A. and Subsidiary Notes to Consolidated Financial Statements December 31, 2012 and 2011 Both processes are currently underway and although litigation is inherently unpredictable, the Company does not expect that the outcome in any of these matters will have a material adverse effect on its financial condition or results of operations.

35