EFTA01367000.pdf

Amendment #4 Page 571 of 868 Trible of Commix Botherrn Energy Proprietary Limed a felow suosidary Company is a development Company which developed and constructed the energy systems br each project Company to ready for Lee Development costs marred by tre developer entity include costs such as environmental studies and impact assessments technical aevisors rnlestore payments EPC. and Franco! costs The project companies reimburse the developer entity for costs incurred and servces rendered These costs were capitalized as properly. plant endowment in 2014 Fredshell 1293 (RF) Propneury Limned a fellow subaciary C.orrpeny provides adminmretire services to tne Company which includes submission of all conaance cocumentaton as per me factIty agreement ensure that tre companies are in cars:tame wariest regulators and orders, and tax and accounting functions trio-erg maintenance of records proctrement of audit services and remand The term of the agreement extends to the expiration of the insel term of the Power Rstrase Agreement being 20 years, nowever early termination may occur subject to notce. The fee charged is a fixed fee escalated annually at South African Inflation rate The fee in 2014 was SO 2IA, SO 1M and SO 1m for Klipneuwel-Dassieforten Wind Energy Facitly (RF) Prcpnetary Limited Sevenstones 159 (RF) Proprietary Lmfied and Urrerco 77 (RF)Propnetary Lented respectoey and is recorded in tne general and mimingrat/ye costs in the Statement of imane and Comprehensive Loss BoTnerm Operations and Maintermrce (RF) Proprietary Landed a fellow subsidiary Company provides operations aro maintenance services to the energy facilities These services mainly include the supervision of the opera' ons and maintenance &Ayresat the facet:es and supervison of service providers The term is fete years (nom the COmnirteCial operators date being 07 May 2014 for Kspheuwel.Dassefontein Wnd Energy Facility {RE) Proprietary Tented The fee charged ea fixed fee escalated annually at Sokol Afr can Inflation rate the fee incurred in 2014 was $0 4M and is recorded in operations management fee in trio Statement of income and Conprenensrve Loss In addition BioTherm Operatons are Maintenance (RF)Pnaprielary Limited provides contention management services which includes review of engineering and construction related dacurnents and formulate an implementation strategy with overall contract managemere of the constrixten process The agreement will terminate at the Final Compet on date of the construct on of the facility, this is the date that at work and all other obligetom under the EPC Contract are hey and completely performed in accordance with the terms of the EPC Contract The fee charged et a fixed lee escalated annually at South African Inflaton rate The fee in 2014 was SO 7M SO 4M and 50 4M for Klipheuwel.Dasseforiern Wnd Energy Facility (RF) Proprietary Lasted, Sevenatones 159 (RF) Proprietary Limited and LiMarco 77 (RF) FIcaielaiy lorded respectively and is recorded in plant operating costs in the Statement of Income and Commenensme Loss BTS A Netherlands Cooperate U A the rnaprey she rehoter provides executive management services through policy and decision makng arid representation on the board in addition to finance are admrvstroton support The agreement may to termnated al any point by mutual consent and wit terminate automatically on the day that BTSA ceases to be an equty shareholder in the Company (which will terminate on sale of the Company—see Note 17) The fee charged is a fixed fee escalated arnislly at South African Irtlabcn rate The fee in 2014 was SO 1M, SO 04M and S004m for Klipheuweltessieformin Wind Energy Facility (RF) Proprietary Limited Sevenstones 159 (RF) Proprietary Limited and Umarco 77 (RF) Proprietary Limited respectively and is recorded in the general and actminseative costs in Me Statement of Income and Comprehensive Loss 17. Subsequent events The Company has evaluated suteeper4 events tivagh April 3. 2015. the dale the combned financial statements were availade to be issued. On 5 February 2015 Kiphettwel.DassMonten V0nd Energy Facility (RF) Proprietary Limited declared a dividend of S5 3M. on 24 March 2015 Save-awes 159 (RF) Proprietary Leveed declared a divdend of 51 7M and on 31 March 2015 Umarco 77 (RF) Propnetary Limited declared a dividend of S1 7m F.251 http://cldocs.btoLto. com :27638/cf/dry7/pub/edgar/2015/07/20/0001193125-15-256461/d78.. . 7/20/2015 CONFIDENTIAL - PURSUANT TO FED. R. GRIM. P. 6(e) DB-SDNY-0058528 CONFIDENTIAL SDNY_GM_00204712 EFTA01367000