Essent N.V Annual Report. Energy demands energy. And energy demands Essent.

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1 Essent N.V Annual Report Energy demands energy. And energy demands Essent.

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3 Groningen viewed from the Martinitoren (Martini Tower) photography Taco Anema

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6 Energy demands energy. And energy demands Essent. With more than 2.7 million private and business customers, Essent is the Netherlands largest energy company. The company is the Netherlands largest producer of sustainable energy. Essent has more than 90 years experience of generating, trading, transmitting and supplying electricity. And we have been handling gas for 150 years. Essent possesses all the knowledge in house to make the best use of the energy the earth has to offer. Energy that is everywhere readily available. From wind, sunlight, biomass, all around us. Essent is unique in knowing how to make the most efficient and effective use of the available energy. We put all our energy into that, so that you have a guarantee of affordable energy for the future. And you can depend on that.

7 > Essent N.V Annual Report

8 > Contents Key figures for Profile A message from the Chairman Report of the Supervisory Board 18 REPORT OF THE EXECUTIVE BOARD 04 Financial review of Unbundling Investing in the future New market model Stroomopwaarts Our employees Health, Safety and Environment 42 REVIEW OF 2007 BY BUSINESS UNIT 10 Energy Value Chain 46 Service and Sales 47 Value Added Services 49 Essent Trading 50 Essent Generation 53 Business Development 54 Projects 55 Deutsche Essent Essent Networks Stadtwerke Bremen (swb AG) Essent Waste Management Outlook Risk Management Internal Control Corporate governance 78

9 CONDENSED FINANCIAL STATEMENTS 2007 Introduction 89 Consolidated income statement 91 Consolidated balance sheet 92 Consolidated cash flow statement 93 Consolidated statement of changes in equity 94 OTHER INFORMATION Personal details 114 Auditor s report on the condensed consolidated financial statements 118 Appropriation of profit 119 Shareholder information 120 Segment information 96 Other disclosures 100

10 > Key Figures in millions of euros IFRS NL GAAP [1] 2005 [1] 2004 [1,2] 2004 [1] 2003 [1] Results Revenue 7,378 6,442 5,890 5,946 [3] 7,413 7,131 Cost of energy, raw materials and consumables 4,342 3,467 3,305 2,897 [4] 4,354 4,214 Gross profit 3,036 2,975 2,584 3,049 3,059 2,917 Other operating income Operating expenses excluding depreciation, amortisation and impairment 1,696 1,690 1,455 1,710 1,824 1,689 Depreciation, amortisation and impairments Operating profit EBITDA 1,499 1,501 1,339 1,539 1,517 1,441 EBIT Finance income and expenses (35) (88) (47) (218) (200) (210) Profit before tax Profit attributable to equity holders of Essent N.V Number of employees at year-end 10,687 10,471 [5] 11,223 11,800 11,800 12,206 Number of FTEs at year end 10,223 9,832 [5] 10,657 11,181 11,181 11,755 Financial ratios Change in revenue on previous year (%) (0.9) (16.6) Operating profit as % of revenue Revenue per average number of FTEs (in thousands of euros) [5] ROIC (%) ROE (%) The calculation of the ratios is based on the figures presented in the corresponding balance sheets and income statements. In the case of the income statements, the results of Essent Kabelcomactivities are classified as discontinued operations. For 2006, the Essent Kabelcom assets and liabilities are presented in the balance sheet as assets held for sale and liabilities for assets held for sale, respectively. The Essent Kabelcom assets and liabilities for 2005 are not presented in this way in the balance sheet. The figures for 2003 to 2004 inclusive are not restated 2 Excluding effects of IAS 32 and 39 3 Adjusted for cost of optimisation contracts. Before adjustment, the amount is EUR million 4 Excluding cost of optimisation contracts. Before adjustment, the amount is EUR million 5 Restated for comparative purposes 4 Essent N.V Annual Repor t

11 IFRS NL GAAP [1] 2005 [1] 2004 [1,2] 2004 [1] 2003 [1] Balance sheet Net working capital (9) (590) (638) (117) (357) (188) Fixed assets 8,049 6,411 7,144 6,484 6,937 6,973 Capital employed 8,204 6,559 6,508 6,367 6,580 6,785 Equity attributable to equity holders of Essent N.V. 4,908 3,158 3,163 2,525 2,887 2,556 Total equity 5,175 3,414 3,396 2,738 3,154 2,727 Non-current interest-bearing liabilities ,776 2,002 2,007 2,252 Current interest-bearing liabilities 60 1, Total interest-bearing liabilities 724 1,620 2,582 2,555 2,561 2,912 Total financing 8,204 6,559 6,508 6,367 6,580 6,785 Additions to non-current assets Balance sheet ratios Total equity as % of total financing Solvency (%) Cash flow Cash flow from operating activities continuing operations 1, [3] 1,242 1,269 1,268 1,141 discontinued operations Cash flow from investing activities continuing operations (876) (254) [3] (303) (640) (638) (502) discontinued operations 2,552 (136) (118) Cash flow from financing activities continuing operations (1,964) (779) (763) (530) (446) (767) discontinued operations (25) (23) Total cash flow 729 (168) (128) 1 The calculation of the ratios is based on the figures presented in the corresponding balance sheets and income statements. In the case of the income statements, the results of Essent Kabelcomactivities are classified as discontinued operations. For 2006, the Essent Kabelcom assets and liabilities are presented in the balance sheet as assets held for sale and liabilities for assets held for sale, respectively. The Essent Kabelcom assets and liabilities for 2005 are not presented in this way in the balance sheet. The figures for 2003 to 2004 inclusive are not restated 2 Excluding effects of IAS 32 and 39 3 Restated for comparative purposes 5 Essent N.V Annual Repor t Key Figures

12 Targets IFRS NL GAAP 2007 [1] 2006 [1] 2005 [1] 2004 [1,2] 2004 [1] 2003 [1] Financial ratios Leverage (%, total debt basis) <50% EBITDA/total interest-bearing liabilities (%) >35% Interest cover >5.0x 42.5x 18.0x 18.6x 11.6x 11.5x 10.9x Non-current interest-bearing liabilities as % of total interest-bearing liabilities >75% Information per share Earnings per share attributable to equity holders of Essent N.V. (in euros per share) continuing operations discontinued operations Total earnings per share Dividend (in euros per share) [3] Payout ratio (%) The calculation of the ratios is based on the figures presented in the corresponding balance sheets and income statements. In the case of the income statements, the results of Essent Kabelcomactivities are classified as discontinued operations. For 2006, the Essent Kabelcom assets and liabilities are presented in the balance sheet as assets held for sale and liabilities for assets held for sale, respectively. The Essent Kabelcom assets and liabilities for 2005 are not presented in this way in the balance sheet. The figures for 2002 to 2004 inclusive have not been restated 2 Excluding effects of IAS 32 and : proposed dividend, including the interim dividend paid in Essent N.V Annual Repor t

13 Revenue per segment - continuing operations , , , ,001.6 (890.7) 6, , , ,055.6 (824,2) 5, , , (285.8) Revenue attributable to third parties per country - continuing operations , , , , , , , , , Essent N.V Annual Repor t Key Figures

14 Gross profit , , ,584.4 Operating profit per segment - continuing operations (37.1) (80.7) (85.2) 8 Essent N.V Annual Repor t

15 Earnings per share Revenue per average number of FTEs 2007 * 2006 * ROIC Essent N.V Annual Repor t Key Figures

16 Cash flows , (876) 2,552 (1,964) (168) (254) (136) (779) (25) 175 1, (303) (118) (763) (23) 10 Essent N.V Annual Repor t

17 Calculation of financial ratios, abbreviations and glossary EBIT EBITDA Leverage (total debt basis) Capital employed Net interest expense Net working capital Interest cover Return on invested capital (ROIC) Return on equity (ROE) Solvency Total financing Operating profit plus share of profit of joint ventures and associates. EBIT plus depreciation, amortisation and impairments. Total interest-bearing liabilities divided by total interest-bearing liabilities plus equity, expressed as a percentage. Sum of non-current assets, net working capital, assets held for sale and liabilities for assets held for sale. Interest income less finance expenses. Total current assets less cash and cash equivalents and current non-interest-bearing liabilities. EBITDA divided by net interest expense. EBIT divided by average invested capital. Profit for the year attributable to equity holders of Essent N.V. divided by average equity attributable to equity holders of Essent N.V. Equity divided by total assets, expressed as a percentage. Equity plus provisions, total interest-bearing debt and other non-current liabilities, less cash and cash equivalents. Abbreviations V volt, unit of electric potential J joule, unit of electric work A ampere, unit of electric current VA volt-ampere, unit of apparent power W watt, unit of actual power Wh watt-hour, unit of number of watts supplied per hour k kilo = 1,000 (e.g. kv = kilovolt, kwh = kilowatt-hour, kw = kilowatt) M mega = 1,000 kilo G giga = 1,000 mega FTE fulltime equivalent; unit for expressing total number of staff based on a full working week 11 Essent N.V Annual Repor t Key Figures

18 1Profile Essent is a Dutch energy company that supplies electricity, gas and heat to private and business customers. While regarding the Netherlands as our home market, we are also increasingly active in Germany and Belgium. Energy chain generation trade infrastructure sales electricity gas 12 Essent N.V Annual Repor t

19 Essent s operations cover the entire energy chain, from the generation of energy excluding exploration and extraction to supplying products and services to end-users: large and small businesses, and private consumers. We also supply a variety of products and services, such as equipment maintenance, energy advice, heat, operating sustainable energy facilities and micro-cogenerators. We are also engaged in three waste management activities: waste incineration, waste composting and landfill management. On 1 February 2007, Essent Kabelcom, a supplier of cablecom and telecom products, ceased to be a part of the company. The 2007 figures show that in the Netherlands Essent is: the market leader, with revenue of EUR 7.4 billion; the leading producer and supplier of sustainable energy; owner of Energie:Direct, one of the country s fastest growing energy start-ups; leading with its waste management operation, processing approximately 2.9 million tonnes of waste a year. Essent is a non-listed public company with limited liability. It was incorporated in 1999 and has its head office in Arnhem. Its shareholders are Dutch provincial and municipal authorities. The company comprises 10 business units, 7 of them forming the Energy Value Chain for the Netherlands, Germany and Belgium. The remaining operations in Germany are conducted by swb. The network operation is financially, organisationally and legally separate from the other activities of the company. At year-end 2007, the size of Essent s workforce was over ten thousand. Essent N.V. organogram 13 Essent N.V Annual Repor t Profile

20 2 A message from the chairman Steady performance The operating profit for 2007 shows unmistakably that Essent creates value for its shareholders. Revenue grew by 15% from EUR 6.4 billion to EUR 7.4 billion; gross profit including other operating income rose slightly to over EUR 3 billion; operating profit went up by 4% to EUR 935 million. Profit from continuing operations, excluding the sale of Kabelcom, showed a strong upward trend: from EUR 589 million for 2006 to EUR 832 million for 2007, a rise of 41%. 14 Essent N.V Annual Repor t

21 We succeeded in reinforcing our position of market leader in the Netherlands. In Belgium, we took a new power station on-stream and doubled the number of customers. We also made progress again in Germany. A milestone was the opening of our new trading arm in Geneva. This enables us to offer highly competitive employment conditions, so that Essent Trading can be brought up to strength. In addition, we laid the foundation of an international network of sales and purchasing offices with the opening of a branch in Rome. These and other achievements demonstrate that Essent possesses resilience and determination. Merger and unbundling The above characteristics also proved their worth from another perspective in During the year, we put considerable effort into trying to effect a merger with Nuon. The project was terminated in September 2007, however. The values of the two companies agreed on earlier formed an insurmountable obstacle. In addition, the Dutch parliament decided to go ahead with the unbundling of the integrated energy companies ownership of the regulated network operations and their commercial energy operations. This process has to be completed no later than 1 January Pursuant to the Law on Independent Network Management, the operations and support services of Essent currently shared by the head office and the network operations will have to be split between them. As a result, Essent will have to part from around 3,500 colleagues who will be transferred to the new operations and relinquish part of the profit before interest and tax. Essent expects the ownership unbundling to result in substantial costs in the years ahead and has formed a provision of EUR 21 million in respect of the unbundling. 15 Essent N.V Annual Repor t A message from the chairman

22 Management of Essent s high-voltage grid was transferred on 1 January 2008 to TenneT, the operator of the national high-voltage grid. Until the unbundling actually takes place, the grid manager will need to be made more independent, which has implications for the name, governance, control and financing. Early in 2007, it still appeared that the proposed ownership unbundling which we consider bad for our customers, employees and share holders depended on several conditions being met. These included the existence of an EU directive, hedging of the risks attached to the existing cross-border leases, and a disturbance in the balance of market forces or threat to the independence of the network operation. I regret to say that the unbundling is going through despite none of the conditions being met. Netherlands In the Netherlands, Essent leads the market for energy, sets the standard for waste management, and is the largest producer of Groene Stroom (green electricity), having the highest number of customers for its product. We generate approximately 30% of the sustainable electricity produced in this country, at our wind farms and through the co-firing of biomass. Europe Essent intends to establish a strong position for itself in the European consolidation process which is expected to accelerate so that it can continue to create optimum value for shareholders, customers and employees. We see several opportunities for further expansion in the areas of gas and electricity, for example through the linking up of trading markets, the growing interconnection capacity, and the international trade in emissions. A streamlined organisation It is clearly of great importance to continue implementing programmes and measures that enable Essent to be customer-focused and, at the same time, operate as efficiently as possible. Through the sale of Essent Kabelcom, the company s portfolio has become leaner. Our Operational Excellence programme Streamlining, which kicked off in 2004, has produced clear benefits. Processes are efficient, customer satisfaction is back at the pre-deregulated level, complaint handling has improved significantly, and all our marks are excellent on the DTe scorecard. A new programme to realise lasting cost savings over the next two years was launched. Corporate Social Responsibility Our separate publication on corporate social responsibility (CSR) in 2007 presents a comprehensive picture of the effort we put into sustainability, including the related dilemmas that arose. At their heart were the choices we faced concerning the energy of tomorrow, the sustainability of our biofuels, the diversity within our organisation, and our involvement at the regional level. We also reinforced CSR policy in Milestones included the embedding of CSR in our standard procedures by setting clear objectives and making our own office practices sustainable. Ultimately, word of our successful CSR policy is spread by our employees. To ensure this happens, we will address them in 2008 via an internal campaign with the slogan How on Earth. And to ensure our policy would also be known outside the Group, Essent became the first Dutch energy company to join the UN Global Compact. Within this body, companies, governments and NGOs join forces to make improvements regarding the environment, sustainability and other areas. 16 Essent N.V Annual Repor t

23 And for the record, Essent is among the best 10 transparently reporting companies in the Netherlands, as evaluated against the transparency benchmark of the Ministry of Economic Affairs. This achievement is largely thanks to the publication of our Corporate Social Responsibility Report. Preparing for the future Essent is concentrating on the future, within an arena dominated by a variety of developments. Further deregulation is making it easier for foreign energy companies to enter the Dutch market, which results in tougher competition. The foreign energy companies that set their sights on the Dutch market are much larger than Essent and enjoy the advantage of not being required to unbundle their ownership. At the same time, the national supervisory authorities increasingly push for more transparency and competition, with the aim of reducing prices paid by consumers. In addition, the physical integration is clearly producing consolidation on regional markets, Northwest Europe being one of them. In the interest of climate protection moreover, ambitious targets have been set with the aim of reducing CO 2 emissions and increasing the relative amount of sustainably generated energy. This demands new capital expenditure yet again. Against the background of these developments, Essent is preparing itself strategically, organisationally and financially for the challenges of a new situation. We can address them from a strong foundation, with generating activities in the Netherlands, Belgium and Germany, an extensive gas portfolio, and a global trading arm based in Geneva. Since 2007, Essent has been the Netherlands largest supplier of energy in terms of number of customers. By making targeted investments, we intend to further strengthen our market positions where this is possible. As regards sustainability, we are aiming to further expand our position as leader. A third of our planned investments for electricity has been earmarked for sustainable energy generation. In the years ahead, Essent will chiefly focus on striving for operational excellence and achieve value creation. Where possible, Essent will, in due course, collaborate or ally with partners in the Netherlands and other countries that respect our identity and core values and can assist us to realise our objectives. To clearly present Essent s future strengths, this annual report includes pro-forma information on how the generation and supply operations would have performed if the unbundling had been carried out in This year was chosen as the starting point because it coincided with the company s first-time full adoption of IFRS. The information shows that the performances of the generation and supply operations have greatly improved, their combined profit climbing from EUR 474 million for 2006 to EUR 478 million for The revenue of the network operation declined slightly, from EUR 502 for 2006 million to 494 million for Commitment It should be clear to everyone that 2007 was a tumultuous and difficult year. Yet Essent prospered business-wise, for which I extend my sincere thanks to our customers and employees. The conditions we would like to see for the future changed radically in Our activities and the steps we took have brought clear benefits, however. In the light of this, we will continue with great energy and commitment to work on the future. Arnhem, 27 February 2008 M.A.M. Boersma 17 Essent N.V Annual Repor t A message from the chairman

24 3Report of the Supervisory Board We hereby present to you the report of the Executive Board, including the consolidated financial statements of Essent N.V. for the 2007 financial year. 18 Essent N.V Annual Repor t

25 The consolidated financial statements have been audited by Ernst & Young Accountants, who have issued an unqualified independent auditor s report on them. The condensed version of the financial statements is included on pages 87 to 110 of this annual report. In view of their size, the complete consolidated financial statements have been published separately on Essent s website We discussed the consolidated financial statements extensively with the Executive Board in the presence of the external auditor. We endorse the proposal of the Executive Board for the appropriation of profit. We propose that that you adopt the consolidated financial statements, including the proposal for the appropriation of profit, at the General meeting of Shareholders to be held on 16 April We further propose that, at the aforementioned Meeting, you also endorse the conduct of affairs by the members of the Executive Board and the supervision of this conduct by the Supervisory Board for the 2007 financial year. Report on supervision The Supervisory Board held nine meetings with the Executive Board in 2007, in accordance with a schedule set in advance. In addition, the Boards met seven times in joint session, with most of the Supervisory Board members being present at each meeting. Among the subjects discussed with the Executive Board were: the project for the merger of Essent and Nuon, and the termination of the project; review of company strategy; operational and ownership unbundling of the network activities; 19 Essent N.V Annual Repor t Report of the Supervisory Board

26 capital expenditure on generating capacity and gas storage; short-term and long-term outlooks for the company; adequacy of the risk management and control systems. Despite the intensive effort expended over two years, the envisioned merger with Nuon did not take place. In summer 2007, the merger process entered a critical phase. A difference of opinion arose between the parties on the exchange ratio, which had been set in principle at 55% (Essent) to 45% (Nuon). During this phase, Essent s Executive Board and Supervisory Board both did their utmost to jumpstart the merger process. Essent s Shareholders Committee also submitted proposals to Nuon s shareholders to break the deadlock. Unfortunately, these proposals were not accepted. Before the Netherlands Competition Authority (NMa) and the Central Works Council could form their own conclusions, the management and supervisory boards of Nuon and Essent reached their final verdict that the difference of opinion would prevent the merger from being completed successfully. In view of this, the process was terminated on 7 September The Supervisory Board regrets that the Dutch parliament has approved the unbundling of the networks from the integrated energy companies. Essent considers the core of the argument for unbundling to be faulty. Now that the European Commission has published its third set of measures on the deregulation of the European energy market - measures that clearly have nothing to say at least about the ownership unbundling of distribution networks this approval shows once again how far the Netherlands is out of step with the rest of Europe. The decision in favour of unbundling will likely have several undesirable effects, among them a serious undermining of Dutch energy policy and loss of control. We also consider that unbundling of the networks will not benefit the customer. With the approval of its shareholders, Essent has decided, if necessary, to submit a claim against the Dutch government in respect of damage suffered because of the unbundling decision. In the meantime, Essent is currently preparing to establish two financially healthy and well-equipped companies: the network operation and a generation and supply operation. The Supervisory Board attaches great importance to transparent management that takes the interests of all stakeholders into account in an appropriate way. The Supervisory Board carefully monitors Essent s voluntary compliance with the Dutch corporate governance code. The Supervisory Board also devoted attention to its own composition and performance and to the performance of the Executive Board. The Supervisory Board discussed these matters on three occasions during the year without the Executive Board being present. The Supervisory Board also held meetings with the external auditor on its findings arising from the audits and concerning the company s financial reporting. Members of the Supervisory Board regularly attended meetings of the Central Works Council. Audit Committee The Audit Committee held five meetings, with the external auditor present at each one. The Committee extensively reviews all financial reports of the company before they are discussed by the full Board. The other duties of the Committee are to supervise the operation of the internal risk management and control systems, the continuity and quality of the accounting systems, the duties and performance of the internal auditors and their relationship with the external auditor. Subjects the Committee also considered in 2007 were the quality of the financial and control systems and risk management at Essent in general, and in view of the relocation of some of the activities to Geneva of those of the trading operations in particular, preparations for investment decisions, the financial implications of the ownership unbundling, and the company s external financial reporting. 20 Essent N.V Annual Repor t

27 Remuneration & Selection Committee The Remuneration & Selection Committee of the Supervisory Board met three times in The Committee thoroughly examined the remuneration policy for members of the Executive Board and whether it had been properly applied. Another duty the Committee performed comprised the preparatory work for the reappointment of the members of the Supervisory Board. During the year under review, there were no changes in the composition of the Supervisory Board. At the General Meeting of Shareholders on 18 April 2007, Mr Bosscher, Mr Bronckers and Mr Pennings stepped down in accordance with the rotation schedule, and were each reappointed for a period of 4 years. In the case of Mr Bronckers, the Shareholders Committee exercised its strengthened right of recommendation to reappoint him. At the General Meeting of Shareholders on 16 April 2008, Mr Hendrikx will step down in accordance with the rotation schedule. He is available for reappointment. A proposal will be put before the General Meeting of Shareholders of Essent Netwerk B.V. to appoint Mr Bosscher Chairman of the Supervisory Board of Essent Netwerk B.V., the intended holding company of Essent s new network operation. Accordingly, he will step down from Essent N.V. s Supervisory Board on 16 April On behalf of the Supervisory Board, I would like to thank him for his dedication and the considerable work he put in the past years as a member of the Board and of its Audit Committee. On 16 April 2008, a proposal will be put before the General Meeting of Shareholders of Essent to appoint Mr H.J.P. Krul to Essent s Supervisory Board, to succeed Mr Bosscher. Mr Krul has been a member of the Board of Directors of Essent Trading International S.A. Geneva since He will relinquish this membership prior to the General Meeting. More information on the composition of the Supervisory Board is can be found beginning on page 114 of this annual report. Mr M.M. van t Noordende will step down from the Executive Board of Essent N.V. on 1 April In anticipation of the unbundling of the network operation, the position he leaves behind on the Board will not be filled. As from 1 April 2008, the Executive Board of Essent N.V. will comprise Mr M.A.M. Boersma (Chairman and CEO) and Mr R. de Jong (CFO). Mr Van t Noordende has been a member of the Executive Board of Essent N.V. since The Supervisory Board is highly appreciative of the successful way in which he helped to lead the company over the past six years, particularly in terms of the direction and effectiveness of the Energy Value Chain. We wish him much success with the further pursuit of his career. Essent closed 2007 with a healthy profit for the year, at the same time making substantial progress in terms of dynamism, efficiency and customer focus. The disappointing developments regarding the unbundling legislation and the project for merging with Nuon failed to prevent Essent from turning in a good performance. The Supervisory Board would like to express its appreciation for this and thank the Executive Board and all employees for the enormous efforts they made in Arnhem, 27 February 2008 J.V.H. Pennings, Chairman 21 Essent N.V Annual Repor t Report of the Supervisory Board

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