EFTA01366988.pdf

\mendmeni Page 559 of 868 BioTherm Energy Projects Notes to the combined financial statements 1. Organization and nature of business BeTherm Energy Projects Otte -Germany) consists of Klipheuwel.Dassetonten Wnd Energy Facility (RF) Propretary Lotted. Sevenstonee 159 (RF) Proprietary Limited and Umarco 77 (RF) Proprietary Limited These Converses are ornately owned companies registered in South Africa, incorporated n 2011 and are all under common control Cl BTSA Netherlands Cooperate U. A ('BTSA' ). a Company incorporated n The Netherlands The Ccmparnes are engaged in eleancity generation at the 27MW Klichemel-Dassielonte.n Wnd Energy Facility near Caledon in flieWeelemCaPe. South Afnca 10MW Solar Pit Energy Fatally rear Kennard, in the Northern Cape. South Africa and a 10MW Kennet-ales Solar PV Energy Facility near Potackler n the Northern Cape. South Alma The Company has a contract with Eskorn WON* SOC Urnted a South African state owned entity for the supply of electnaly 2. Summary of significant accounting policies Basis of preparation The accomponying financial statements are pep red in conformity with generally accepted accou-ting ponctles in the United States of America ('U S. GAAP) Such combined fnancial statements hive teen prepared for inclusion in a filrg %nth the tinted States Securities and Exchange Commisson by TerraForm Global, Inc due to the purchase and sale mime...ridfor vs-poses et the proposed acqusibon of the three edifies by a subsidiary of TerraForrn Glabal Inc See also Subsequent Events (Note 17) Tnroughod the penods deserted in the ccenbined financial statements, the Company did not exist as a combined legally constituted entity. The carbined financial statements have therefore been decreed from the financial statements of Klpheuvel.Dasseforeein Wind Energy Facility (RF) Proprietary United, Sevenstones 159 (RF) Proprietary Limited and Lrnarco 77 (RF) Proprietary Limited to represent the fnancial position and performance 01the Company on a combined teen through:NA those periods in accordance with accounting emit/des generally accepted n the United States of America Management of Kbpireuwel.Dassiefceitein Wird Energy Feeley (RF)Propnetan Lmeed Sevenstones 159 (RF) Proprietary Limited and Umarco 77 (RF) Propnetary Limed believe the mundane underlying the combined financial statements are reasoratle based on the scope of the purchase and sale ageerned and the entities forming the Company bang under common control and management throughout the erase periods covered by the combined financial statements Outstanding inter-entity balances transactions and cash flows between entities compiling the Company have been eirninated BTSA Netherlands Cooperate U A provides exec,twe management servces to the Compares and charges a management lee to the Compares for these services, the fees are consdered to be a reasonable reflection of at costs of doing business by the Company For the years ended 31 December 2014 and 2O13 the Company paid management fees of SO 1M arid NIL. respedwely. Management of BTSAdetermried that it was nal practcable to determine an estimate of the tee that would have been incurred had the Company operated as an unaffrided entity The combned financial statements ricluded herein may not necessarily represent what the Company s results financial position and cash flows would have been had it been a stand-alone entity ding the periods presented. or what the Company's results fnancial position and cash flows may be in the fiture F-239 http://cfdocs.btogo.com:27638/cf/drv7/pub/edgar/2015/07/20/0001193125-15-256461/d78... 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0058516 CONFIDENTIAL SDNY_GM_00204700 EFTA01366988