Deloitte Auditing and Consulting Ltd. Dzsa Gyrgy t 84.

/C Legal Entity or Budapest Subsidiary Name H-1068 Address line 1 Hungary Address line 2 Address line 3 1438 Budapest, Pf. 471 City Hungary County, Postcode Country Tel: +36 (1) 428 6800 Tel: +44 00 0000 0000 Fax: +36 (1)(0) 428 6801 Fax: +44 (0) 00 0000 0000 www.deloitte.hu www.deloitte.com Company Registration Number: 01-09-071057

Translation of the Hungarian original INDEPENDENT AUDITORS' REPORT on the financial statements submitted for the forthcoming General Meeting of E-Star Alternatv Energiaszolgltat Nyrt. cs.a.

To the Shareholders of E-Star Alternatv Energiaszolgltat Nyrt. cs.a.

Report on the Financial Statements 1. We have audited the accompanying financial statements of E-Star Alternatv Energiaszolgltat Nyrt. cs.a. (the "Company") for the year 2012, which comprise the balance sheet as at December 31, 2012 which shows total assets of 11,324,011 thHUF and a retained loss for the year of 12,532,817 thHUF-, and the related profit and loss account for the year then ended and the supplement comprising a summary of significant accounting policies and other explanatory information. Managements Responsibility for the Financial Statements 2. Management is responsible for the preparation and fair presentation of these financial statements in accordance with the Accounting Act, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Hungarian National Standards on Auditing and effective Hungarian laws and other regulations pertaining to audit. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entitys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our adverse audit opinion.

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Basis for Adverse Opinion 6. As explained in the sections "General notes" and "Other data for information purposes" in the notes to the financial statements, the Company concluded a bankruptcy agreement with its creditors; however, the Budapest Metropolitan Court turned down the Company's request for the approval of the agreement and closed the bankruptcy proceedings. If the ruling enters into force, the Court will ex officio declare the Company insolvent during the course of the liquidation proceedings and will order the Company to be liquidated. Accordingly, the Company does not qualify as a going concern. The financial statements have been prepared on the assumption that the Company will continue as a going concern; this principle provides that the Company is able to continue its operations, which means that it is able to recover its assets and meet its liabilities as part of its normal course of business. The financial statements do not contain any modifications in terms of the revaluation of assets and liabilities to their recoverable values or the classification of such items. 7. Among the receivables in its financial statements for 2011 the Company recorded an amount of 2,894,238 thHUF on the balance sheet line "Receivables from associated companies", 6,231,642 thHUF on the balance sheet line "Long-term loans to associated companies" and 6,663,361 thHUF on the balance sheet line "Permanent interests in associated companies". Several significant subsidiaries of the Company faced serious problems in connection with the recovery of its receivables, which led to major liquidity issues for these entities. The service contracts and service activities of certain subsidiaries were terminated. In the financial statements for 2012 the Company recorded an amount of 2,802,425 thHUF on the balance sheet line "Receivables from associated companies", 2,202,437 thHUF on the balance sheet line "Long-term loans to associated companies" and 4,983,966 thHUF on the balance sheet line "Permanent interests in associated companies". The Company's bankruptcy (as described in section 6) may result in the insolvency of certain subsidiaries. All of these circumstances have had a significant negative impact on the profitability and liquidity of such entities and indicate significant uncertainty in terms of the valuation and recoverability of the above receivables and shares; therefore we were unable to satisfy ourselves on such values during our audit of the 2011 and 2012 financial statements. 8. In its financial statements for 2011 the Company recorded corporate bonds issued by the Company on the balance sheet line "Debt securities for trading purposes" for 1,366,859 thHUF. We were unable to satisfy ourselves on the valuation and recoverability of such bonds during our audit of the 2011 financial statements. The bonds were sold by the Company in 2012 and the Company recognised a loss of 369,221 thHUF in this respect. As we were unable to determine the opening balance of securities, we were unable to determine whether any adjustments would have been required in relation to the level of retained loss indicated in the income statement for 2012. 9. On 31 January 2012 the Company signed a contract for the purchase of 100% of the shares in Fondelec E.E.E.R. G.P. Corp. ("Fondelec G.P."). The shares were recorded by the Company and 100% impairment was subsequently recognised in the value of 116,516 thHUF. We were unable to get assurance whether the transaction was completed and whether the Company acquired ownership of the Fondelec G.P. shares. As a result, we were unable to get assurance on the rights and obligations relating to the recorded shares and whether the impairment charge of 116,516 thHUF was correctly recognised. Adverse Opinion 10. In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion paragraph, the financial statements do not give a true and fair view of the financial position of E-Star Alternatv Energiaszolgltat Nyrt. cs.a. as at December 31, 2012, and its financial performance for the year then ended in accordance with the Accounting Act. Other Matters 11. The Company did not comply with the provisions of Section 153 (1) of Act C of 2000 and did not deposit the financial statements within 5 months from the balance sheet date.

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Other Reporting Obligation: Report on the Business Report 1. We have examined the accompanying business report of E-Star Alternatv Energiaszolgltat Nyrt. cs.a. for the year 2012. 2. Management is responsible for the preparation of this business report in accordance with the Accounting Act. 3. Our responsibility is to assess whether the accounting information in the business report is consistent with that contained in the financial statements prepared for the same business year. Our work with respect to the business report was limited to assessing the consistence of the business report with the financial statements, and did not include a review of any information other than that drawn from the audited accounting records of the Company. 4. In our opinion, the business report of E-Star Alternatv Energiaszolgltat Nyrt. cs.a. for the year 2012. corresponds to the figures included in the financial statements of E-Star Alternatv Energiaszolgltat Nyrt. cs.a. for the year 2012. 5. When relying on the business report the implications of the matter listed in the paragraph of the Report on the Financial Statements which explains the Basis for Adverse Opinion must also be considered. Budapest, August 22, 2013 The original Hungarian version has been signed. Gion Gbor Deloitte Auditing and Consulting Ltd. 1068 Budapest, Dzsa Gyrgy t 84/C. 000083 Horvth Tams registered statutory auditor 003449

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