Reaffirming the path

Annual Report 2012

Index

1. Director’s Letter

2. Grupo Nexus EnergíaNexus Energía

Nexus Energie

Nexus Renovables

Nexus Green

Electronosis

Axon Time

10. Significant Data

14. Internationalization

15. After year-end closing

16. Shareholders, Directors and Management TeamElectricity Supply

Gas Supply

Producer Services

Energy Efficiency Services

4. What do we do?

8. Innovation

9. Social Corporate Responsibility

1page.Director´s letter

Four years ago Nexus Energía was a company that serviced less than 900 clients. Just one year later that number had increased to more than 52,000! Increasing our client base by more than 51,000 in less than a year from different business areas, each more complex and specialized, required a massive effort at all com-pany levels. And even after that spectacular growth, we have continued to innovate, launching dozens of new products and services, inaugurating the current headquarters, as well acquiring a company: our new German division, which started a process of internationalization.

We felt it was convenient for Nexus Energía to stop and analyze the current situation before going any further. And this is what we have done. We committed ourselves

to take a deep breath and consider that we are a Group that deals with almost 10,000 GWh per year with about 60,000 clients, generating a consolidated turnover close to €900 million. During the last year we have worked on the reorganization of different areas, from upper management to commercial strategy, and our operational departments. It has undoubtedly been difficult to deal with those decisions, especially those related to the resizing strategy that was put in place in order to face our business challenges in a more efficient way. We shall not misjudge the economic current situation of the country, which has pus-hed us to adapt our activity and adjust our business volume to a comfortable level, allowing more financial

independence which has moderated out previously record-level ratios.

Thanks to the work that has been done during 2012, we face 2013 with renewed energies, wishing to continue improving and innovating, willing to surprise the market with new

services and products that shall soon be released! Follow us!

Director’s letter,

General Director

Annual Report 2012

The Grupo Nexus Energía is a group of companies headed by Nexus Energía, which was created in 2000 and is formed by almost 40 Spanish power distributor companies. It currently employs more than 200 people, distributed between Spain and Germany, and deals with a volume of almost 10,000 GWh/year.

- Nexus Energía S.A.; is the leading company of the Group, and is in charge of energy trading (electrici-ty and gas) and related services; for households, companies or multi-point clients, as well as representing power generating plants in the wholesale market and other products and services to help them ma-nage their generation plants. It mainly operates in Spain and Portugal, but also has a presence in the French and Italian wholesale markets.

- Nexus Energie, GmbH; was acquired by Nexus Energía in February 2011. It specializes in trading Electricity and Natural Gas to small

and medium size German companies, and has done so since 1999. In addition, since 2012, it has represented renewable

energy producers in the wholesale market, focusing es-pecially on Biogas.

Grupo Nexus Energía is a group of companies that aims to supply all the energy sector needs.

Annual Report 2012

Grupo Nexus Energía

3page.

- Nexus Renovables, S.L.U.; is focused on supplying green energy, renewable energy projects, effi-ciency-related energy services, R&D and training about the energy market all over Spain.

- Nexus Green, GmbH; is dedicated to trading green energy in Germany.

- Axon Time, S.L.U.; specializes in technology solutions and services to consumers and energy com-panies in the energy sector.

- Energías Intensivas, S.L. (Electronosis); specialized in the implementation and maintenance of facilities and all kinds of technical equipment for the energy sector.

Grupo Nexus Energía

Annual Report 2012

Electricity SupplyAdapting to the current market situation in 2012 represented a huge challenge for Nexus Energía given the extreme economic circumstances faced by Spain. However, the innovative spirit of the company has helped to translate the growing unpaid bills issue into an opportunity by releasing a new product called “Prepay-ment”, which gives consumers a better deal, eliminating both the financial cost and the risk as a marketer.

The company ended 2012 with more than 29.000 supply points and 2.168 GWh/year in electricity volume. In Germany, the figures were 720GWh/year with 8.197 supply points.

The parent company´s portfolio, diversified by supplying public institutions, small and medium sized com-panies, and domestic consumers, pursues a balance between fixed price contracts against spot (42% of the total), gives stability to the Group.

Alongside this, Nexus Energía supplies energy to other companies through bila-teral contracts, giving a volume of 618GWh/year.

In 2012 Nexus Energía reviewed the number of branches, looking at the proximity of the company to clients and implementing a new organisa-

tion, as well as new procedures that give a more personalised service to clients.

Grupo Nexus Energía closed the year 2012 with just over 37.000 supply points and almost 3.000GWh/year power supplied between Spain and Germany.

Annual Report 2012

What do we do?

5page.

Gas Supply

What do we do?

2012 saw an increase of 43% in the sales volume of Natural Gas compared to 2011, reaching a total of 516,000MWh. 80% of this volume is distributed to end customers, with 20% going to Distributors of Last Resort (CUR in Spanish), remaining a solid alternative to cu-rrent operators. Two relevant facts are that Nexus Energía has a high contract renewal rate in Spain, while in Germany almost 440,000 MWh has been supplied. The joint supplies between the 2 countries exceeded 2,500 in 2012.

In 2012, Nexus Energía renewed the contract with ENAGÁS, increasing the contracted capacity both in terms of Operational Storage Transport (AOC in Spanish) and underground storage. Nexus Energía is managing the operation of the contracted capacity on the LARRAU pipeline, connecting Spain to nor-thern Europe, and with which Nexus Energía will provide gas to its customers during 2013.

Nexus Energía took part in the various Gas auctions that took place in the Spa-nish gas system, for both underground storage and TUR ( last resort tariff) in Spain

during 2012. The effort was focused on diversifying its gas supplies with different providers, closing contracts both at fixed and spot price for liquefied and natural gas, in order to secure an optimal purchasing gas mix.

The company’s goal for 2013 is to achieve new synergies with its German subsidiary, Nexus Energie GmbH, in order to participate in the European gas markets and enable the Group to optimize Nexus Energía’s joint procurement.

Annual Report 2012

Services to Energy Producers

38% market share, 97% contract renewal rate in Spain; the key to our success is the large number of production plants with a diverse range of capacities and technologies, which allows us to offer both competitive prices and a flexible service.

2012 was a very active year in the renewable energies sector with regards to the la-test law RDL 1/2012, which affected existing rules and caused serious difficulties for new plants under the Special Regime to enter the sector due to lack of a reliable, long-term economic system. However, Nexus Energía has offered solutions to more than 17,000 plants, managing almost 6,000GWh/year. As a result of our continuous innovation, we currently have a contract renewal rate of 97%, with a high percentage of satisfied clients, and our market share of more than 38% makes Nexus Energía the market leader in the representation of photovoltaic producers.

Nexus Energie has followed the same path in Germany, initiating the representation of producers and accounting for 60MW of installed power capacity and 131GWh, mainly of biogas.

For the last 2 years Nexus Energía has exhibited at Genera, the International Trade show of Energy and Environment in Madrid, at which solutions were presented to va-rious energy producer´s needs such as the eliminating any economic retributions risk, along with the added value of being a partner with financial stability. Nexus Energie was also present at the E-world show in Essen (Germany), a leading European trade show regarding energy and water.

Annual Report 2012

18.044 installations represented power plants

2.485 MW installed power capacity

6.100 GWh/year managed power

Grupo Nexus Energía Data(Spain and Germany)

7page.

Efficiency Energy Services

Nexus Energía has always been committed to energy efficien-cy and the use of renewable sources, both of which lead to lower energy costs and contribute to a better environment.

As part of this commitment, Nexus Energía has created MIA (Intelligent Assisted Measure), a service that allows consumers to view detailed information about their consumption from any computer, so they know how and when to consume and thus reduce their electricity bill. In 2012, MIA was improved and now includes a reactive power alarm system that alerts clients via email so that they can take appropriate action and avoid incu-rring penalties.

In addition, Nexus Energía has also launched the Anti-reactive Pack, a service that aims to eliminate reactive energy penalties and goes beyond monitoring and alarms. It includes the ins-tallation and maintenance of the required equipment without any additional investment required by the client.

In 2012 Nexus Renovables acted as energy manager for 150 apartments with a centralized heating and hot water (DHW)

systems, thanks to renewable and high efficiency energy ge-neration systems, such as micro-cogeneration and solar ther-mal energy. It has also promoted biomass as an alternative to fossil fuels and hopes that in the course of 2013, a new pe-llet manufacturing plant in Caldes de Montbui (Barcelona) will be brought into service. Likewise, Nexus Renovables provides thermal biomass facilities, taking care of the design, installation and even financial funding, through an electricity sales con-tract (Energy Services Company).

In 2013, Nexus Renovables expects more progress in all projects related to energy self-consumption through renewable sources and the electric car. The company is convinced that while these projects may face expansion and development barriers at the moment, they will potentially represent a very important and relevant part of our business in the future.

In conclusion, Grupo Nexus Energía continues betting on ener-gy efficiency and renewable energies.

Nexus Renovables offers the opportunity to reduce one’s electricity bill while helping the environment.

What do we do?

Annual Report 2012

Innovation Nexus Energía is constantly aware of market changes, anticipating the future in order to give clients an optimal offer.

The electricity sector in 2012 was subjec-

ted to significant regulatory changes, par-

ticularly in the field of renewable energies

with laws like RD 1/2012 which suspended

premiums for renewable energy, or RD

15/2012, which implemented a new tax rate

for electricity generation.

The innovations carried out in recent years

have been very well received, and have sin-

ce been further developed. A good exam-

ple of this is the Control Center approved

by Red Eléctrica of Spain (REE), which in

2012 connected to more than 10,000 plants,

PPS (Solar Price Protection), which offers a

guaranteed price to minimize uncertainty

for photovoltaic producers, and Toll Ex-

press, which automates Toll payments to

the Distributor. In 2012 Nexus Energía ini-

tiated a series of courses on topics of inter-

est in the electricity sector using knowled-

ge acquired by our professionals through

more than 10 years of experience. The

courses are aimed at consumers, produ-

cers, plant managers, energy consultants,

purchasing managers, installers, journa-

lists, and investors, and have been very well

received by participants. These help indi-

viduals with their work and optimise

their results by provi-

ding a better unders-

tanding of key aspects

within the sector.

Given the current situa-

tion it is expected that

regulatory changes will

be continuous throughout 2013. Nexus

Energía is constantly attentive to changes

in the sector, anticipating them whenever

possible and always with the aim of res-

ponding to clients, offering solutions to

facilitate plant operation and the energy

management of consumers.

On the other hand, interdisciplinary teams

have been created to assess new oppor-

tunities like self-consumption or net me-

te r i ng , power generation under

the Ordinary Regime

through renewable ener-

gy, or the electric vehicle.

9page.Innovation / Corporate Social Responsability

In 2012, Grupo Nexus Energía undertook

various actions and was particularly sen-

sitive in those areas where the economic

situation is proving particularly hard.

The Group strengthened its policy on pro-

moting CSR activities focusing on those

which, bearing in mind our core business,

can contribute more; such as the messages

introduced throughout 2012 on our bills to

help customers reduce energy consump-

tion or encourage the use of online billing

to save paper and reduce CO2 emissions.

To achieve this a specific campaign was

carried out as well as including messages

on the bills to further promote such mea-

sures.

However, actions such as donating paper

to cover the urgent needs of disadvanta-

ged areas and actively collaborate with the

Red Cross in collecting food, toys and hy-

giene products, have also been included in

the RSC plan.

On the other hand, internally, the Group

has launched an ambitious training plan to

help employees feel comfortable in their

jobs, increasing their knowledge and skills.

It has also taken steps to reduce the num-

ber of hard copies produced in order to

reduce waste as well as increasing aware-

ness of recycling and thermostat levels to

help the environment.

Corporate Social ResponsibilityGrupo Nexus Energía continues to work towards setting a great example and being a benchmark for society.

Annual Report 2012

Net sales increased a 2.7% compared to the previous year and remained close to €900 million.

Relevant Data

Grupo Nexus Energía, at the financial year-end 2012, is comprised of 17 companies, located between Spain and Germany, among

which are Nexus Energía, S.A., Nexus Energie, GmbH, Nexus Green, GmbH, Nexus Renovables, S.L.U., Axon Time, S.L.U. and Energías

Intensivas, S.L.

The Group’s main activities focus on the sale of

electricity and gas, as well as in representing

producers in the wholesale electricity market.

Net sales increased 2.7% compared to the pre-

vious year and remained close to €900 million.

The number of employees as of December 31

was 238.

Consolidated Turnover Growth

The graph shows the spectacular growth of Grupo Nexus Energía that went from €19.3 million in 2006 to €871.8 million in 2012, a 45-fold in-crease in turnover in just six years and in the midst of an economic crisis.

Annual Report 2012

871.8

11page.Relevant Data

The most significant figures are the following:

A remarkable fact of 2012 is that, despite the difficult financial climate, the turnover consolidated with an increase in gross margin, from 3% to 4%, and an increase in EBITDA as well.

Also worth noting is that the subsidiary Nexus Energie GmbH has changed its way of purchasing the energy to supply to its customers over the coming years. Specifically, it has gone from buying through physical bilateral contracts with partners to making the purchase through financial derivative contracts. The valuation of these derivatives at the end of 2012 has been negative due to a downward trend of future prices, which has affected Grupo Nexus Energía’s consolidated result. If the previous purchasing system had been maintained, the Profit after tax would have been €1.5 million.

This assessment will be largely reversed during 2013. For now, the results of the first quarter are very encouraging, as shown in the sec-tion “After year-end closing” of this annual report.

equity

Annual Report 2012

Turnover Growth

2011 2012 Increase % Increase

848.6 871.8 +23.2 +2.7%(Millions of euros)

Consolidated Results

EBITDA in 2012 amounted to €12.125 million, representing 1.4% of net sales.

Net loss was -€1.9 million due to the valuation of open positions on derivatives in Germany.

2012

Net Sales 871.8

EBITDA 12.125

Net Profit -1.9

(Millions of euros)

13page.

Sales breakdown by business line Electricity trading 423.7

Power Plants Representation 391.8

Gas trading 47.9

Trading 6.1

Energy production 1.6

Others 0.7(Millions of euros)

Financial structure

Equity 19.7

Financial Debt 23.7(Millions of euros)

Focusing on the reduction of dependence on financial institu-tions in 2012, a significant effort has been made to reduce the debt compared to the previous year.

This reduction was basically the short-term debt decreasing from €12.9 million to €8 million.

Key ratios

ROA 6.72% DFN / EBITDA 0.75

ROE N.A. DFN / FFPP 0.48

Fin.Debt / Equity 3.24 DTN / EBITDA 3.95

CAPEX (MM€) 1.706 EBITDA / G. FINAN. 5.65

Net income per share N.A.

N.A. does not apply due to negative result. Financial debt/Equity includes bank debt off-balance sheet.

NFD refers to net financial debt (bank debt minus cash flow) and NTD includes bank debt off-balance sheet.

Relevant Data

Annual Report 2012

Internationalization

During the 2012, Nexus Energía successfully began its business in the Portuguese retail market, benefiting its current customers located in Spain who have a presence in Portugal.

The exchange of energy between Spain, France and Italy is con-ducted through interconnections between borders by favouring all parties to improve the safety of their domestic power systems and offering economic opportunities to sell or buy energy at com-petitive prices. Seizing the opportunity that this situation offers, the activity in the French market begun through the French-Spa-nish interconnection. This has led to important economic benefits and interesting business developments during 2012.

Leaping forward in the strategic process of international expan-sion, Grupo Nexus Energía got a license as wholesale market ope-rator in Italy and actively began taking part as an energy provider. The Italian market is interconnected with the French one allowing a large amount of power transmission which financially benefits both markets.

In this way, the company ended 2012 expanding the activity at a European level, with a presence in the international markets of Portugal, France and Italy, as well as in the German electricity market through our subsidiary Nexus Energie GmbH, and its new headquarters in Düsseldorf.

The Grupo Nexus Energía trades in the Spanish, German, Portuguese, Italian, and French wholesale markets, as well as the retail markets of the first three countries.

15page.Internationalization / After year-end closing

After year-end closing

After the year 2012, in which there was an intense reorganization of the different areas of the com-pany, bridging gaps and optimizing processes, the year 2013 has begun at a very good pace.

Specifically, at the time of writing this document, we anticipate a good first quarter, with results yielding a consolidated EBITDA of €2.4 million and pre-tax profit of €1.8 million. If this trend is maintained in the coming months, we can be optimistic about the outcome of the year.

Annual Report 2012

Shareholders, Directors and Management TeamGrupo Nexus Energia’s shareholding has changed little since its setting up and its members have provided from start their trust and support to the business plan.

SHAREHOLDERS AragonAguas de Barbastro ElectricidadAsturiasCandin EnergíaBalearesEl GasCatalunyaAgri-Energia InversionsEl Progreso EnergíaElectra del CardenerEléctrica del EbroEléctrica VaquerEnerguixEstabanell y PahisaHidroeléctrica BausenIcasa Distribución EnergíaLa Eléctrica de RipollSelga EnergiaHijos de José BassolsEasy Energy SolutionsGaliciaHca. De Laracha EnergiaCE Energía Cartera

MadridCoop. Eléctrica PopularCoop. Eléctrica del PozoNavarro GeneraciónCastilla y LeónJuan de Frutos GarcíaMelillaGaselec DiversificaciónComunidad ValencianaEléctrica Dist. de Fuerza y Alum. CasablancaEléctrica Algimia AlfaraEléctrica Benéfica CatralenseEléctrica de Callosa de SeguraEléctrica de CastellarEléctrica de CheraEléctrica de GuadassuarEléctrica de MelianaEléctrica de VinalesaEléctrica del MaestrazgoEléctrica Ntra. Sra. De GraciaFluido Eléctrico MuserosCovaersa EnergíasSum. Especiales AlginetensesElec. Benef. Albaretense

BOARD OF DIRECTORSPresident: Albert Xalabarder MiramandaVice-president: Carles Frontera BeccariaSecretary: Pablo Bravo VidalDeputy-secretary: Luis Díaz Díaz

Vowels: Raimundo Fernández-Montenegro IglesiasManuel Mas Sebastià Javier Alonso ArrizabalagaJordi Sarrias Prats

AUDIT COMMITTEEAlbert Xalabarder Miramanda Pablo Bravo VidalRaimundo Fernández-Montenegro Iglesias

MANAGEMENT TEAM(As of end of this report)

NEXUS ENERGÍA:Jordi Sarrias PratsAlbert Rams FontcubertaJosep Pratdesaba RoviraDesirée Zamorano CastillaNoelia Ortiz García

NEXUS RENOVABLES:Marc Pahissa Deulofeu

AXON TIME:José Luis Domínguez

NEXUS ENERGIE:Alfredo Huertas Rubio

Annual Report 2012

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