Gamesa Corporación Tecnológica, S.A

Gamesa Corporación Tecnológica, S.A. Auditors’ Report Financial Statements for the year ended 31 December 2011 and Directors’ Report Translation of a report originally issued in Spanish based on our work performed in accordance with the audit regulations in force in Spain and of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Company (see Notes 2 and 22). In the event of a discrepancy, the Spanish- language version prevails. Auditor’s report on annual accounts This version of our report is a free translation of the original, which was prepared in Spanish. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions, the original language version of our report takes precedence over this translation To the Shareholders of Gamesa Corporación Tecnológica, S.A. We have audited the annual accounts of Gamesa Corporación Tecnológica, S.A., consisting of the balance sheet at 31 December 2011, the income statement, the statement of changes in equity, the cash flow statement and related notes for the year then ended. The Company’s Directors are responsible for the preparation of these annual accounts in accordance with the financial reporting framework applicable to the entity (as identified in Note 2.a to the accompanying annual accounts), and in particular, with the accounting principles and criteria included therein. Our responsibility is to express an opinion on the annual accounts taken as a whole, based on the work performed in accordance with legislation governing the audit practice in Spain, which requires the examination, on a test basis, of evidence supporting the annual accounts and an evaluation of whether their overall presentation, the accounting principles and criteria applied and the estimates made are in accordance with the applicable financial reporting framework. In our opinion, the accompanying annual accounts for 2011 present fairly, in all material respects, the financial position of Gamesa Corporación Tecnológica, S.A. at 31 December 2011 and the results of its operations and cash flows for the year then ended in accordance with the applicable financial reporting framework, and in particular, with the accounting principles and criteria included therein. On 24 February 2011 other auditors issued their audit report on the annual accounts for 2010, which expressed an unqualified opinion. The accompanying Directors’ Report for 2011 contains the explanations which the Directors consider appropriate regarding the Company’s situation, the development of its business and other matters and does not form an integral part of the annual accounts. We have verified that the accounting information contained in the Directors’ Report is in agreement with that of the annual accounts for 2011. Our work as auditors is limited to checking the Directors’ Report in accordance with the scope mentioned in this paragraph and does not include a review of information other than that obtained from the Company’s accounting records. PricewaterhouseCoopers Auditores, S.L. Originally signed by Ricardo Celada Partner February 23, 2012 Translation of financial statements originally issued in Spanish and prepared in accordance with the regulatory financial reporting framework applicable to the Group (see Notes 2 and 21). In the event of a discrepancy, the Spanish-language version prevails. Gamesa Corporación Tecnológica, S.A. Notes to the financial statements for the year ended 31 December 2011 1. Activities and corporate purpose The Company Gamesa Corporación Tecnológica, S.A. (hereinafter “the Company” or “GAMESA”) was incorporated as a public limited liability company on 28 January 1976. Its registered office is located in Zamudio (Vizcaya, España), Parque Tecnológico de Bizkaia, Edificio 222. Its corporate purpose is the promotion and development of companies through temporary ownership interests in their share capital, for which it can perform the following transactions: a) Subscription of shares or other equity investments in unlisted companies engaging in business activities. b) Acquisition of the shares or other equity investments mentioned in the preceding point. c) Subscription of fixed-income securities issued by the companies in which it has ownership interests or the grant of participating and other loans to these companies for a term exceeding five years. d) Direct provision to investees of counselling, technical assistance and other similar services related to the management of investees, to their financial structure or to their production or marketing processes. e) Grant of participating loans for the acquisition of newly-built vessels which are intended for commercial shipping or fishing and not for sports or recreational activities or other private use in general. All the activities which make up the aforementioned company object may be carried on in Spain or abroad, and may be carried on either directly (totally or partially) by GAMESA, through the ownership of shares or other equity investments in companies with an identical or a similar company object. GAMESA may not carry on any business activity for which the applicable legislation provides for specific conditions or limitations unless it fully meets such conditions. The Company is the parent of a group of subsidiaries and in accordance with current legislation it is required to prepare separate consolidated financial statements. The consolidated financial statements of Gamesa Corporación Tecnológica, S.A. and subsidiaries (hereinafter “GAMESA Group”) for 2011 have been prepared by the Directors at a Board of Directors meeting held on 22 February 2012. The consolidated financial statements for 2010 were approved by the shareholders at the Annual General Meeting of GAMESA held on 25 May 2011 and were filed at the Vizcaya Mercantile Registry. 5 The GAMESA Group currently operates as a manufacturing group and principal supplier of cutting-edge products, facilities and services in the renewable energy industry, structured in the following business units headed by the respective Group companies: Company Main line of business Gamesa Eólica, S.L. (Sole- Manufacture of wind generators (WTGSs) Shareholder Company) Gamesa Energía, S.A. (Sole- Development and sale of wind farms Shareholder Company) Information on the environment- In view of the business activities carried on by GAMESA, it does not have any environmental liability, expenses, assets, provisions or contingencies that might be material with respect to its equity, financial position and results. Therefore, the directors did not include any specific disclosures relating to environmental issues in these notes to the financial statements. 2. Basis of presentation of the financial statements a) Financial reporting legislation applicable to the Company- These financial statements have been prepared by the Directors in accordance with the financial reporting legislation applicable to the company established by: • The Commercial Code and other mercantile legislation • The Spanish General Accounting Plan approved by Royal Decree 1514/2007 and the amendments made by Royal Decree 1159/2010 and industry adaptations in order to provide a true and fair view of its equity, financial situation and the results obtained, as well as the accuracy of the cash flows included in the cash flow statement. • The mandatory standards approved by the Accounting and Audit Institute to enable the General Accounting Plan and its supplementary regulations, as well as the mandatory standards approved by the National Stock Market Commission. • All other applicable Spanish accounting legislation. • The annual accounts have been prepared on the basis of the Gamesa Corporación Tecnológica, S.A. accounting records and are presented in compliance with current Spanish Company Law and Spanish General Accounting Plan. b) True and fair view- The accompanying financial statements have been prepared on the basis of the Company’s accounting records and are presented in compliance with applicable financial reporting legislation, particularly the accounting standards and policies established therein, so as to provide a true and fair view of the Company’s net worth, its financial situation, the results of its operations and cash flows for the year. These financial statements, which have been prepared by the Directors of the Company, will be submitted for the approval of the General Meeting and it is expected that they will be approved without any modification being made. The financial statements for 2010 were approved by the Company's shareholders at a General meeting held on 25 May 2011. 6 The figures contained in the balance sheet and the explanatory notes are expressed in Thousands of euros (the company's functional currency). c) Non-mandatory accounting principles applied- No non-mandatory accounting principles have been applied. In addition, the Directors have prepared these financial statements bearing in mind all applicable accounting principles and standards that are mandatory and have a significant effect on these financial statements. All accounting principles having a significant effect on the accounts have been applied. d) Critical aspects of the valuation and estimation of uncertainty- When preparing the accompanying financial statements estimates made by Company management have been used in order to measure some assets, liabilities,

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