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Annual Report 2014 Annual Report 2014 Table of contents Report on operations Consolidated financial statements | 153 Enel Green Power | 6 Notes to the financial statements | 160 The Group structure | 7 Enel Green Power worldwide | 8 Corporate boards | 10 Declaration of the Chief Executive Officer Letter to shareholders and other stakeholders | 13 and the officer responsible for the preparation Summary of the resolutions of the Ordinary Shareholders’ of corporate financial reports | 254 Meeting | 17 Summary of Group results | 20 Summary of Parent Company results | 30 Reports Significant events in 2014 | 34 Reference scenario | 41 Report of the Independent Auditors | 258 Economic and energy conditions in 2014 | 44 Electricity markets | 48 How we operate | 69 Financial statements | 263 Overview of the Group’s performance and financial position | 94 Overview of the Parent Company’s performance and Notes to the financial statements | 271 financial position | 105 Reconciliation of shareholders’ equity and net income of Enel Green Power SpA and the corresponding consolidated Declaration of the Chief Executive Officer figures | 112 and the officer responsible for the preparation 113 Analysis of sustainability indicators | of the financial reports | 320 Performance and financial position by segment | 124 > Europe | 126 > Latin America | 133 Reports > North America | 139 Main risks and uncertainties | 142 Report of the Board of Statutory Auditors | 324 Outlook | 144 Report of the Independent Auditors | 334 Regulations governing non-EU subsidiaries | 145 Regulations governing subsidiaries subject to the management and coordination of other companies | 147 Corporate governance | 338 Related parties | 148 Other information | 150 Attachments Subsidiaries, associates and other significant equity investments of the Enel Green Power Group at December 31, 2014 | 342 Report on operations Enel Green Power Enel Green Power, founded in December 2008, is the Enel Group company entirely devoted to the development and management of the Group’s renewables generation operations around the world, boasting a presence in 15 countries in Europe, Africa and the Americas with 3,609 employees. The company is the world leader in the generation of power from renewable resources, with 9,626 MW of installed capacity and 31.8 TWh of output in 2014, avoiding the emission of 22 million metric tons of CO2. The Enel Green Power Group has 735 plants in operation, 24 authorized plants and 27 plants under construction at December 2014, with a diversified generation mix that includes wind, solar, hydroelectric, geothermal and biomass power plants. 6 ANNUAL REPORT 2014 REPORT ON OPERATIONS The Group structure (1) Corporate Enel Green Power SpA Europe Latin America North America Enel Green Power Romania Enel Brasil Participações Enel Green Power North America Enel Green Power Bulgaria Enel Green Power Latin America Enel Green Power North America Enel Green Power Hellas Enel Green Power Costa Rica Development Enel Green Power España Enel Green Power Guatemala Enel Green Power South Africa Enel Green Power México Enel Green Power Turkey Enerji Enel Green Power Panama Yatirimlari Anonim Şirketi Enel Green Power El Salvador 3SUN (2) Enel Green Power Colombia Other minor - Italy (3) Enel Green Power Perú Enel Green Power Uruguay (1) As from April 24, 2014, the Group has adopted the following organizational structure: > Europe, which includes Iberia, as well as the countries previously included in the Italy and Europe area; > Latin America; > North America. (2) Joint control. (3) Enel Green Power CAI Agroenergy, Enel Green Power Calabria, Enel Green Power Finale Emilia, Enel Green Power Partecipazioni Speciali, Enel Green Power Puglia, Enel Green Power San Gillio, Enel Green Power Strambino Solar, Energia Eolica, Maicor Wind, Taranto Solar, Enel Green Power Solar Energy and PowerCrop (joint control). 7 Enel Green Power worldwide Italy Bulgaria Spain Portugal Romania Greece South Africa Canada USA GuatemalaMexico Panama Costa Rica Chile Brazil [total 3,115 MW] [total 1,710 MW] [total 534 MW] [total 308 MW] [total 1,980 MW] [total 297 MW] [total 55 MW] [total 507 MW] [total 376 MW] 39 MW 1,563 MW 279 MW 283 MW 720 MW 1,615 MW 498 MW 200 MW 244 MW 126 MW 103 MW 24 MW 42 MW 36 MW 88 MW 10 MW 122 MW 136 MW MW 13 MW 28 761 MW 72 MW 317 MW 163 MW 300 MW 53 MW 92 MW 93 MW 43 MW 20 MW 31 MW 1,512 MW Resources Hydroelectric Solar Biomass Geothermal Wind Installed capacity Up to 100 MW Between 100 and 1,000 MW More than 1,000 MW 8 ANNUAL REPORT 2014 REPORT ON OPERATIONS Italy Bulgaria Spain Portugal Romania Greece South Africa Canada USA GuatemalaMexico Panama Costa Rica Chile Brazil [total 3,115 MW] [total 1,710 MW] [total 534 MW] [total 308 MW] [total 1,980 MW] [total 297 MW] [total 55 MW] [total 507 MW] [total 376 MW] 39 MW 1,563 MW 279 MW 283 MW 720 MW 1,615 MW 498 MW 200 MW 244 MW 126 MW 103 MW 24 MW 42 MW 36 MW 88 MW 10 MW 122 MW 136 MW MW 13 MW 28 761 MW 72 MW 317 MW 163 MW 300 MW 53 MW 92 MW 93 MW 43 MW 20 MW 31 MW 1,512 MW Resources Hydroelectric Solar Biomass Geothermal Wind Installed capacity Up to 100 MW Between 100 and 1,000 MW More than 1,000 MW 9 Corporate boards Board of Directors Chairman Chief Executive Officer Directors Alberto De Paoli (4) Francesco Venturini (5) Luca Anderlini Carlo Angelici Andrea Brentan Francesca Gostinelli Giovanni Battista Lombardo Giovanni Pietro Malagnino Paola Muratorio Luciana Tarozzi Board of Auditors Chairman Standing auditors Alternate auditors Franco Fontana Giuseppe Ascoli Anna Rosa Adiutori Maria Rosaria Leccese Pietro La China Alessio Temperini Independent auditors Reconta Ernst & Young (4) Until December 17, 2014, Luigi Ferraris was a director and Chairman of the Board of Enel Green Power SpA. Following the resignation of Luigi Ferraris, with a resolution of December 17, 2014, the Board of Directors of the Company appointed Alberto De Paoli as a director pursuant to Article 2386 of the Italian Civil Code and Chairman of Enel Green Power SpA. (5) Until May 22, 2014, Francesco Starace was a director and Chief Executive Officer of Enel Green Power SpA. Following the resignation of Francesco Starace, with a resolution of May 23, 2014, the Board of Directors of the Company appointed Francesco Venturini as a director pursuant to Article 2386 of the Italian Civil Code and Chief Executive Officer of Enel Green Power SpA. 10 ANNUAL REPORT 2014 REPORT ON OPERATIONS Powers Shareholders’ Meeting The Ordinary Shareholders’ Meeting appoints the Board of Directors and the Board of Auditors of the Com- pany, as well as the company engaged to perform the statutory auditing of the accounts. The Ordinary Share- holders’ Meeting also approves the financial statements and the distribution of dividends. The Extraordinary Shareholders’ Meeting approves changes to the bylaws and resolves all other matters for which it is responsi- ble under the provisions of law. Board of Directors The Board is vested with the broadest powers for the ordinary and extraordinary management of the Com- pany. More specifically, it determines the strategic objectives of the Company and the Enel Green Power Group and reviews and approves the Business Plan. In addition to its strategic policy-setting role, the Board is respon- sible for ensuring the presence of controls to monitor developments in Enel Green Power and the Group as a whole. The Board of Directors of Enel Green Power in office since April 24, 2013 has 10 members (7 men and 3 women), of whom 6 qualified as independent. The Chairman of the Board of Directors is vested by law and the bylaws with the powers to govern the op- eration of the Shareholders’ Meeting and the Board of Directors and to represent and sign on behalf of the Company. In addition, the Chairman also verifies implementation of the resolutions of the Board of Directors. The Chief Executive Officer is also vested by the bylaws with the powers to represent and sign on behalf of the Company and, under the authority of applicable Board resolutions, has been granted all powers for managing the Company, with the exception of those that are otherwise assigned by law, the bylaws or resolutions of the Board of Directors. The Board of Directors has established three internal committees charged with assessing certain especially sensitive issues, which among other things could give rise to conflicts of interest, and with providing advice and recommendations in these areas. All of the committees are composed exclusively of independent direc- tors. > The Control and Risk Committee is charged with conducting due diligence with regard to the assessments and decisions of the Board of Directors concerning the internal control system and the risk management system, as well as the approval of the periodic financial reports. As established in the Rules, the Control and Risk Committee is also responsible for assisting the Board of Directors in assessing the appropriateness of efforts in the area of corporate social responsibility, as well as the completeness and transparency of the disclosures provided through the Annual Report. > The Nomination and Compensation Committee is responsible for assisting the Board with advice and rec- ommendations in assessing and deciding the size and composition of the Board, as well as the remunera- tion of Directors and key management personnel. > The Related Parties Committee is charged with providing opinions on the Company’s interest in carrying out transactions with related parties, offering an assessment of the attractiveness and substantive fairness of the terms and conditions of such transactions. 11 Board of Auditors Among its various duties, the Board of Auditors monitors compliance with the law and the bylaws of Enel Green Power, the appropriateness of the Company’s organization, the internal control system and the admin- istrative-accounting system, as well as the financial reporting process, the statutory auditing of the accounts and the independence of the audit firm.

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