Annual Report VNG Verbundnetz Gas Aktiengesellschaft

Transcription

1 Annual Report 2013 VNG Verbundnetz Gas Aktiengesellschaft

2 Highlights VNG AG annual financial statements Sales million 8,761 7,811 Cost of materials million 8,858 7,844 Personnel expenses million Depreciation and amortisation expense million 5 4 Net income million Total investments million Intangible assets and Property, plant and equipment million Financial assets million 1, Balance sheet equity million Provisions million Liabilities million 1,788 1,978 Balance sheet total million 2,596 2,733 Shareholders of VNG AG EWE Aktiengesellschaft, Oldenburg % VNG Verbundnetz Gas Verwaltungs- und Beteiligungsgesellschaft mbh, Erfurt* % Wintershall Holding GmbH, Celle/Kassel % GAZPROM Germania GmbH, Berlin % * Trustee for ten utilities and municipal companies (Annaberg-Buchholz, Chemnitz, Dresden, Erfurt, Hoyerswerda, Leipzig, Lutherstadt Wittenberg, Neubrandenburg, Nordhausen, Rostock) As at December 31, 2013

3 highlights VNG Group annual financial statements Sales million 10,987 9,892 Cost of materials million 10,776 9,612 Personnel expenses million Depreciation and amortisation expense million Net income million Total investments million Intangible assets and Property, plant and equipment million Financial assets million Balance sheet equity million Provisions million Liabilities million 1,910 1,970 Balance sheet total million 2,931 3,018 VNG Group key performance data Number of employees at year-end 1,440 1,378 Gas sendout billion kwh Length of pipeline system at year-end km 7,200 7,200 Capacity of underground gas storage facilities at year-end billion m³

4

5 Contents Annual Report 2013 Contents 04 The VNG Group 06 Foreword of the Executive Board 08 Report of the Supervisory Board 10 Management Report and Consolidated Management Report on the 2013 Financial Year 10 A. Standing ground in strong competition 10 B. Background 12 C. The VNG Group an overview 15 D. Review of operations in the business areas 20 E. Annual financial statements of VNG AG and consolidated financial statements of the VNG Group 24 F. Group-wide management of opportunities and risks 25 G. Outlook 28 Balance Sheet of VNG AG 29 Consolidated Balance Sheet of VNG Group 30 Income Statement of VNG AG 31 Consolidated income statement of VNG Group 32 Notes to the Financial Statements 48 Breakdown and Development of Fixed Assets 50 Auditor s Report 52 Business areas of VNG Group 3

6 The VNG Group The VNG Group is active in the entire value chain of the German and European natural gas industry and is oriented to its four core business areas consisting of Exploration & Production, Gas Trading & Service, Gas Transport and Gas Storage. With its subsidiaries and participating interests in Germany, Poland, the Czech Republic, Slovakia, Austria, Italy, France, Norway and Denmark, the VNG Group has regional ties and an international presence. Via VNG Norge AS and its subsidiary VNG Danmark ApS, the VNG Group performs its own exploration and production activities on the Norwegian continental shelf and in the region of the Danish Central Graben. This commitment contributes to diversifying the procurement sources and enhances the independence of the VNG Group. VNG Verbundnetz Gas Aktiengesellschaft, based in Leipzig, and its subsidiaries provide German and international customers with reliable and flexible supplies of natural gas from their own production facilities, long-term import agreements and the European trading markets. In their capacity as competent partners, they support the efficiency of power generation and natural gas application. In a challenging energy market, customers may rely on tailor-made, innovative gas products and services for their market success. This also involves projects and cooperations for research, development and the positioning of modern natural gas technologies in the electricity and heat market and also in the mobility field. Through the goldgas Group acquired in 2013, the activities on the private and commercial end user market were expanded and additional sales channels were opened up. As an independent transmission system operator within the VNG Group, ONTRAS Gastransport GmbH runs Germany s second largest gas transmission network, with a length of more than 7,200 km, which guarantees secure gas supplies by working in close cooperation with European transmission networks and numerous distribution grids as well as gas storage facilities. The independent VNG Gasspeicher GmbH is the third largest national storage operator with a working gas capacity of 2.6 billion m³. Closely associated with the four core business areas of the VNG Group, our subsidiaries ECG Erdgas-Consult GmbH, GDMcom Gesellschaft für Dokumentation und Telekommunikation mbh, ENERGIEUNION GmbH and VNG-Erdgastankstellen GmbH compete successfully on the energy market. The VNG Group believes in the principles of a strong civil society. Its business commitments are accompanied by targeted activities and initiatives in research and development, for democracy, education, culture and sport. The Executive Board of VNG Group: Hans-Joachim Polk, Dr Karsten Heuchert, Bodo Rodestock and Prof. Dr Klaus-Dieter Barbknecht (l. to r.) 4

7 The VNG Group Annual Report

8 Foreword of the Executive Board Dear shareholders and business partners, dear friends of the Company, We are pleased to look back on a good performance in The VNG Group has successfully maintained its course, and has been able to match the positive result reported for The consolidation and optimisation measures initiated in previous years are now having an effect. This has again been due to constantly motivated employees and our strategy which we have consistently pursued. We continue to concentrate on our core areas of Exploration & Production (E&P), Gas Trading, Gas Storage and Gas Transport. Along this value chain, we constantly assess opportunities for profitably expanding our business activities. One of the measures which we employ for this purpose is to extend our procurement portfolio in the long term to include proprietary production of VNG. With net income of 174 million, VNG AG has reported the best result in its history. The VNG Group has also reported a positive development, with a gas sendout of 362 billion kilowatt hours of natural gas and sales of approximately 11 billion. Net income in the Group is stated as 89 million, and is mainly due to the contributions to earnings made by the business areas Gas Transport and Gas Trading. In view of the fierce competition on the gas market, we are very pleased that we have been able to maintain our position as one of the most successful Eastern German companies in terms of sales. VNG has thus successfully faced the challenges posed by the changes on the national and international energy markets, and has been able to further strengthen its competitive position with a wide range of measures. With the acquisition of the goldgas Group, we intend to develop additional sales potential in the commercial and also in the private end user market without posing a threat to our strong sales partnerships with redistributors and direct users. Our major objective is to further expand the position of the VNG Group as the preferred partner for natural gas in Europe. We need a firm foundation of values for this purpose. The employees of the VNG Group have created this foundation last year: A model for the entire VNG Group is now laying a further foundation for sustainable development of our Company. The four core values of entrepreneurship, partnership, responsibility and openness form the framework of our daily actions, and will provide permanent support for the success of our Company. Our employees are committed to achieving this objective with their skills and experience, with their energy and creativity. VNG Group a passion for natural gas! Reliable partners are also needed in order to permanently assure the success of our Company. Our Russian and Norwegian partners have always supplied us reliably with natural gas, and have thus made a major contribution towards ensuring the reliability of supplies for our customers, and also the positive development of VNG. A successful energy partnership has linked us with Norway for 20 years. In June 2013, we celebrated our 40-year energy partnership with Gazprom. 6

9 Foreword Annual Report 2013 This partnership has been a success story, even in times of major historical changes, and we intend to jointly continue this success. We would also like to see such reliability with regard to the conditions of energy policy. In the coalition agreement, the new German government emphasises the equal ranking of the objectives of energy policy: Namely reliable supplies, efficiency and environmental compatibility. Natural gas has advantages in all three areas. It is climate-friendly, provides long-term reliable availability and ensures that the overhaul of German energy policy can be carried out with a minimum negative impact on society. This is applicable for all areas of application, irrespective of whether the focus is on mobility or the electricity or heat market. Particularly in the heat market, more than 50 % of consumers have realised that they can place their trust in natural gas. This trust clearly illustrates one particular aspect: The overhaul of the German energy policy cannot be achieved without natural gas! In this context, we are confident in participating in the political discussions, and also consider that VNG is in a good position to face the challenges posed by a changing energy system. All of this would not be possible without the strong motivation of our more than 1,400 employees. We should like to thank them for their commitment! They are one of the reasons why VNG can make a significant contribution to regional value creation as a company which has its roots in the region. This year, we have again received a great deal of support from the supervisory board and our shareholders. We should like to thank them for the excellent co-operation. We should also like to express our thanks to the works council for the constructive co-operation, and would also like to thank our customers for the trust they have placed in our Company. Even if it will not be easy in view of the market climate which continues to be difficult, we are convinced that the VNG Group will be able to maintain its successful course in future. A high level of commitment, forward-looking thinking and sustainable actions are and will continue to be our guiding principles. The Executive Board Dr Karsten Heuchert Prof. Dr Klaus-Dieter Barbknecht Hans-Joachim Polk Bodo Rodestock Chairman of the Executive Board Board member Trading Board member Infrastructure/ Technical Affairs Board member Commercial / Human Resources 7

10 Report of the Supervisory Board The Supervisory Board has been notified regularly, extensively and promptly by the Executive Board in written and verbal form regarding the development and situation of the Company and also with regard to major business transactions. The Supervisory Board has used these reports and the information provided as the basis for monitoring management, and in particular for considering and extensively deliberating on the development of the business areas, the financial position of the Company, issues of finance, investment and human resources planning as well as all measures which, in accordance with the articles of incorporation, require the approval of the Supervisory Board. In the 2013 financial year, the Supervisory Board held a total of five meetings. The individual meetings focused on the further development of the strategy concept 2020 which was developed by the Company, and also on the process of implementing this concept. In the business area Exploration & Production, the primary aim is to establish a profitable and self-sustaining business. A further focus was on the acquisition of production licenses on the Norwegian continental shelf, participation in various exploration activities in the Norwegian Sea, the situation of gas trading of VNG and the measures for implementing the unbundling requirements of the German Energy Industry Accounting [EnWG]. In addition, the Supervisory Board regularly discussed the impact of regulation on the Group. Further participating commitment of the Company, including restructuring under company law, was also considered in detail. In this connection, the Supervisory Board approved the acquisition of the goldgas Group, which enabled VNG to enter end user business. The Supervisory Board has used these deliberations as well as the reports and information provided by the Executive Board as the basis for verifying the adequacy of management. PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Leipzig, has audited the annual financial statements and consolidated financial statements prepared by the Executive Board for the period ending December 31, 2013 as well as the combined management report and Group management report for the 2013 financial year, including the bookkeeping system, as well as compliance with the accounting obligations in accordance with Article 6b (3) EnWG, and has awarded them an unqualified auditor s opinion. The audit reports have been handed to all members of the Supervisory Board. The Supervisory Board has noted and approved the result of these audits. The Supervisory Board has examined the annual financial statements and consolidated financial statements as well as the combined management report and Group management report. Based on the final result of the examination of the Supervisory Board, no objections are raised. The auditor attended the accounts meeting of the Supervisory Board and reported to the Supervisory Board regarding the main results of the audit. The Supervisory Board has approved the annual financial statements and consolidated financial statements for the period ending December 31, 2013, which have been prepared by the Executive Board. The annual financial statements have thus been adopted. 8

11 Report of the Supervisory Board Annual Report 2013 The Supervisory Board agrees with the proposal of the Executive Board regarding the appropriation of the cumulative profit. In its meeting on April 9, 2013, the Supervisory Board decided to re-adjust the distribution of responsibilities within the Executive Board as part of the process of further developing the corporate strategy. In its meeting on June 13, 2013, the Supervisory Board approved the amendment to the distribution of activities in the Executive Board with effect from October 1, 2013, and, to a certain extent, as of January 1, The three infrastructure business areas Network, Storage as well as Exploration & Production have now been combined in the Infrastructure/Technical Affairs division. Trading activities have been pooled in an Executive Board division Trading. The structure of divisions has been extended to include the Commercial/Human Resources division. In a further meeting on September 19, 2013, the Supervisory Board elected Bodo Rodestock with effect from October 1, 2013 as a member of the Executive Board responsible for Commercial/Human Resources activities. The member of the Executive Board previously responsible for the Gas Procurement division, Michael Ludwig, laid down his position on the Executive Board with effect from October 7, 2013, and stepped down from the Executive Board of VNG by common agreement. The Supervisory Board also appointed Hans-Joachim Polk as a member of the Executive Board with responsibility for the Infrastructure/Technical Affairs division, at the earliest possible instance; the appointment however is to become effective by no later than September 1, Prof. Dr Klaus-Dieter Barbknecht assumed responsibility for the Executive Board division Trading with effect from October 1, In addition to responsibility for the Commercial/Human Resources division, Bodo Rodestock also assumed interim responsibility for Exploration & Production. Hans-Joachim Polk joined the Executive Board of VNG with effect from December 1, The member of the Executive Board previously responsible for Infrastructure/Technical Affairs, Uwe Barthel, laid down his position on the Executive Board with effect from December 31, 2013 and stepped down from the Executive Board of VNG at his own request. Since January 1, 2014, Hans-Joachim Polk has now been responsible for Infrastructure/ Technical Affairs incl. the business area Exploration & Production. The Supervisory Board would like to express its thanks and appreciation to the Executive Board and all employees for their work in the 2013 financial year. The Supervisory Board Leipzig, February 25, 2014 Dr Rainer Seele, Chairman 9

12 Management Report and Consolidated Management Report on the 2013 Financial Year A. Standing ground in strong competition The VNG Group has again maintained course in the 2013 financial year. The consolidation and optimisation measures which had been implemented in recent years are starting to have an effect. With EBIT 1) of 182 million, the Group has also been able to face up to strong competition in a difficult market climate, and has succeeded in continuing the positive development in business reported for last year ( 187 million). At 176 million, the EBIT of VNG Verbundnetz Gas Aktiengesellschaft (VNG AG) is approximately in line with the figure reported at Group level, and is thus higher than the corresponding previous year figure ( 162 million). This positive development in earnings has meant that VNG AG has reported net income of 174 million; this is thus considerably higher than the corresponding net income of 89 million reported for the VNG Group mainly as a result of tax considerations. The individual business areas have made differing contributions to the overall economic development. The Gas Transport business area continues to make stable and positive contributions to earnings for the net income of VNG AG and the consolidated net income. Particularly as a result of the significant diversification of gas procurement, Gas Trading has been able to strengthen its position by means of longterm contracts with conditions adjusted to the market and also by way of trading markets. Success attributable to the commercial adjustment of long-term contracts with suppliers again had a positive impact on net trading income last year. On the other hand, the extremely strong competitive pressure had a negative impact on earnings in storage facility business. Further costs have resulted from the expansion of the Exploration & Production (E&P) business area. The economic and political conditions on the energy market continue to be challenging. At the same time, they are strengthening the Group s intention to continue with its business model along the entire value chain relating to natural gas and also to continue to extend this chain. Accordingly, last year the VNG Group successfully worked on extending its activities on the end user market and thus on developing additional distribution channels. As a result of its proximity to end users, natural gas is able to position itself as a safe, environmentally-friendly and economic energy medium on the heat, power and mobility market and utilise all of its advantages with its reliable infrastructure, as well as its modern, varied and efficient application technologies. The VNG Group intends to utilise the resultant opportunities to continue to generate stable results in the future. B. Background 1. Economic background Slight economic growth in Germany. Whereas economic growth in the Euro zone was still declining in the 2013 financial year as a result of the ongoing recession, gross domestic product (GDP) in Germany increased slightly by 0.4 %. The main driving force behind this development were private households and their consumer patterns. For the year 2014, the economic institutions are expecting that GDP in the Euro zone will return to growth, resulting in a corresponding improvement in the economic climate in Germany. Strong increase in demand for natural gas. In the year 2013, consumption of natural gas in the first half increased by 7 % compared with the previous year as a result of the cool temperatures. Accounting for approximately 50 % of the overall market, natural gas continues to be by far the most preferred energy medium for existing and new heating installations. On the other hand, the economic development had hardly any impact on demand for natural gas. For instance, consumption of natural gas for power generation continues to decline. Low prices on the electricity market resulting from the priority of renewable energies and inexpensive imported coal mean that it is currently virtually impossible for environmentally-friendly and efficient gas power stations to be operated economically. 2. Energy policy Natural gas is essential if the overhaul of German energy policy is to be successful. The energy medium natural 1) inclusive tax refund 10

13 Management Report Annual Report 2013 gas is essential if the overhaul of German energy policy is to be successful and if the climate objectives which have been set are to be attained. Natural gas ensures that the overhaul of German energy policy is compatible with social objectives, because efficiency and cost-effectiveness go hand-in-hand. It also permits flexible use in a wide range of applications; it is environmentally-friendly and will be available on a reliable basis in the long term. A positive aspect that can be reported is that the parties in the government coalition have included a commitment in the coalition agreement regarding the equal-ranking nature of the energy policy objectives of reliable supplies, cost-effectiveness and environmental compatibility. The intended focus on cost efficiency is also a sound basis for shaping energy policy over the next few years, and provides the energy medium natural gas with considerable opportunities for taking full advantage of its strengths. The VNG Group will accordingly continue to make an active contribution to the political processes. Natural gas has the potential to play a key role in all three energy sectors: As a traditional factor in the energy field, in central and local power generation and also in mobility. Natural gas in the heat market. Whereas discussion regarding the focus of the overhaul of German energy policy focused mainly on the power field in the past, the coalition agreement of the new German government now also properly focuses on the structure of the heat market. This market accounts for approximately 40 % of total energy consumption in Germany. Natural gas is by far the most significant energy medium in the heat market. Almost half of all homes in Germany use natural gas for heating purposes. A further 150,000 to 200,000 homes are added every year. In addition, natural gas has a good image and high satisfaction values. According to a current survey carried out by the Bundesverband der Energie- und Wasserwirtschaft e. V., approximately two thirds of all persons covered by the survey have awarded top marks to their natural gas providers. Satisfaction with regard to the reliability of supply is even more pronounced. Particularly in the heat market, natural gas applications can quickly and efficiency make a contribution towards a considerable reduction in greenhouse gas emissions. It remains to be seen what specific legal measures the German government intends to introduce for instance for speeding up the process of modernising heating systems. Natural gas in power generation. Natural gas is a valuable addition in a power system which in future will primarily be based on sources of renewable energy. Highly-efficient and climate-friendly gas power stations are able to make available their power within a few minutes and are thus able to ensure the necessary stabilisation of the network. The grand coalition has already announced that it intends to carry out a review with regard to strengthening the position of gas power stations by various means, including the medium-term development of a capacity mechanism and the reform of European emission trading. This is a step in the right direction. The natural gas network is an ideal long-term storage facility for electricity generated from renewable energies. As a result of the considerable emphasis given to powerto-gas as a storage method, the coalition agreement has opened up opportunities for successful further development of this technology. Natural gas in mobility. The long-standing demand of the gas industry for the reduced rate of tax to be extended to natural gas as a fuel also underlines the significance of this medium for the overhaul of German energy policy. In addition, the German government has identified the need to reduce pollutants in shipping as a further task which needs to be tackled. Liquefied natural gas (LNG) can make a major contribution to reducing emissions in shipping and also in the truck market. At the beginning of 2013, the European Commission announced a range of measures for setting up a refuelling station infrastructure for alternative fuels, thereby particularly emphasising the role of natural gas. European trading regulation. The European Commission has adopted a range of proposed legislation for regulating the energy trading markets which will also have a considerable impact on the VNG Group. The Regulation on Energy Market Integrity and Transparency (REMIT) 11

14 and European Market Infrastructure Regulation (EMIR) are already in force; these will result in significantly more stringent reporting, transparency and clearing obligations for energy trading. Negotiations have not yet been completed with regard to the revision of the Markets in Financial Instruments Directive (MiFID), which is expected to be extended by the Markets in Financial Instruments Regulation (MiFIR) with the main aim of regulating the financial markets. In consequence, energy utilities in future might be treated in the same way as financial service providers which are subject to regulatory requirements. C. The VNG Group an overview 1. Strategic orientation Concentration on core business. The VNG Group is convinced that natural gas will be a stable component of the German and European energy mix for ensuring sustainable, climate-friendly and future-proof energy supplies in the heat, power and mobility market. The VNG Group will therefore continue to concentrate on its core areas of activity, consisting of the entire value creation chain relating to natural gas: E&P, gas trading, gas storage and gas transport. Self-sustaining E&P business. The activities in the E&P field form part of the growth strategy of the VNG Group, and also form part of the Group s future planning. The intention is to diversify the sources and enhance the Group s independence. The aim is to develop these activities into self-sustaining business with stable contributions to earnings for the VNG Group. E&P activities will be gradually expanded, initially by way of participating in licensing rounds and also by way of active management of the license portfolio. Possibilities of investing in deposits which have already been developed are currently being considered. The VNG Group is concentrating on Norway and neighbouring regions with its subsidiaries VNG Norge AS (VNG Norge) and VNG Danmark ApS (VNG Danmark). Consistent optimisation of the trading portfolio. The trading business area utilises its opportunities in the market by means of optimum management of its trading portfolio. The process of pooling trading activities in one executive board division has also meant that the necessary organisational measures have been taken. In terms of procurement, the VNG Group will continue in future to focus on a mix of various procurement sources by means of long-term delivery agreements brought into line with changed market conditions and also by way of liquid European wholesale markets. The investments of the VNG Group in its own production of natural gas are also intended to further enhance the flexibility of sourcing in the long term. In terms of sales, Germany will continue to be the core market of the VNG Group for natural gas in all areas of application, for individual customer solutions and trading-related services. At the same time, the VNG Group will continue to further expand its activities in neighbouring European countries. Overall, sales activities will continue to be optimised across all customer groups, products and distribution channels. The acquisition of the goldgas Group has opened up, and will continue to open up, further sales potential in the private and also commercial end user market. This will not involve any change to the strong sales partnerships with redistributors and direct customers. On the contrary, the distribution channels for natural gas will be complemented in a meaningful manner in a dynamic and competitive market, and the value chain will be completed in this way. Storage business is currently a major challenge. The situation in storage business is challenging at present. Storage capacities have to compete with other flexibility sources. Competitive pressure is fierce as a result of the current excess supply of import, production and storage capacities. However, in the medium to long term, the VNG Group expects that the storage market will recover, and will therefore retain its sound and competitive core stock of storage facilities. All expansion and replacement measures are assessed intensively in order to identify the opportunities and risks of future marketing, and are adjusted where necessary. VNG Gasspeicher 12

15 Management Report Annual Report 2013 GmbH (VGS) has many decades of experience in the field of setting up and operating storage facilities and also in marketing innovative storage products. With its efficient installations, it will in future continue to take advantage of all opportunities which become available in order for instance to also utilise the existing infrastructure as a storage facility for renewable energies. Network as an integral component of the VNG Group. The transmission network of ONTRAS Gastransport GmbH (ONTRAS) is currently, and will continue to be, an integral component of the VNG Group. It supports the future and long-term role of natural gas for power supply policy in Germany, also as a partner for renewable energies. In addition, ONTRAS has been generating stable contributions to earnings for the VNG Group for many years, and thus has a major role to play in the overall economic success. Transport business will continue to be optimised in line with the regulatory framework, and will be complemented by customer-specific and non-discriminatory services. 2. Investment portfolio of the VNG Group The fully consolidated companies of the VNG Group Exploration & Production VNG Norge AS, Stavanger, Norway VNG Danmark ApS, Copenhagen, Denmark Gas Transport ONTRAS Gastransport GmbH, Leipzig GDMcom Gesellschaft für Dokumentation und Telekommunikation mbh, Leipzig GEOMAGIC GmbH, Leipzig Gas Storage VNG Gasspeicher GmbH, Leipzig Participating interests of strategic importance. The Group structure essentially reflects the strategic focus of the VNG Group. Accordingly, participating interests are normally only acquired and held if they are of strategic importance for the core business areas. VNG AG has directly and indirectly acquired all companies of the goldgas Group in order to establish a long-term position for itself in the end user market in Germany and Austria. The goldgas Group was successfully integrated in the VNG Group in the 2013 financial year. On the other hand, the shares in Gas Service Freiberg GmbH and in enerxess GmbH have been sold. As part of the process of optimising the Group structure, the holding company VNG-Beteiligungs-GmbH has been merged with VNG-Erdgascommerz GmbH. The Group structure along the entire value chain was as follows at the end of 2013: Gas Trading & Service VNG Verbundnetz Gas Aktiengesellschaft, Leipzig BALANCE VNG Bioenergie GmbH, Leipzig CCM Communication-Center Mitteldeutschland GmbH, Leipzig ECG Erdgas-Consult GmbH, Leipzig ENERGIEUNION GmbH, Schwerin G.EN. Gaz Energia Sp. z o.o., Tarnowo Podgórne, Republic of Poland goldgas GmbH, Eschborn goldgas GmbH, Vienna, Austria goldgas SL GmbH, Eschborn goldpower GmbH, Eschborn HANDEN Sp. z o.o., Warsaw, Republic of Poland Leipziger Biogasgesellschaft mbh, Leipzig MBG Mitteldeutsche Biogasgesellschaft mbh, Leipzig 13

16 Gas Trading & Service SPIGAS S.r.l., La Spezia, Italy VNG Austria GmbH, Gleisdorf, Austria VNG Energie Czech s.r.o., Prague, Czech Republic VNG-Erdgascommerz GmbH, Leipzig VNG-Erdgastankstellen GmbH, Leipzig VNG France S.A.S., Paris, France VNG Italia S.r.l., Bologna, Italy VNG Polska Sp. z o.o., Tarnowo Podgórne, Republic of Poland VNG Slovakia, spol. s r.o., Bratislava, Republic of Slovakia 3. Personnel development in the VNG Group Growth in personnel due to new Group companies. As of December 31, 2013, the VNG Group employed a total of 1,440 employees in the parent company and in the fully consolidated companies and, despite regional expansion, continued to be an important employer in eastern Germany. The VNG Group employed more than 1,000 persons at the location in Leipzig alone. The increase in the number of employees compared with 2012 is mainly due to the integration of the newly acquired goldgas companies. Headcount in the VNG Group and at VNG AG year end figures 1,600 1,455 1,440 1,400 1,320 1,343 1,378 1,200 1, VNG AG VNG Group Restructuring of the executive board divisions. As part of the process of further developing the corporate strategy, the supervisory board of VNG AG has approved a new business distribution arrangement in the executive board of VNG AG. The infrastructure areas of gas transport, gas storage as well as E&P have accordingly been combined in an executive board division Infrastructure/ Technical Affairs. Complete trading business has now also been pooled in one division. A new division has also been created: Commercial/Human Resources. Sustainable personnel development. Human Resources works within the VNG Group mainly to retain suitably qualified and motivated employees for the Group, and to recruit further staff. Demographic developments mean that there is increasing competition for the best specialists and senior executives. Special programs for the development of future executives have been set up to provide management knowledge to young members of staff with strong potential. The VNG Group maintains contact with numerous universities and again supported numerous students on practical experience programs in the 2013 financial year. Commercial and technical training programs have resulted in 31 trainees of the VNG Group being awarded professional qualifications. VNG AG has again been recognised as an Excellent Training Operation by the Chamber of Industry and Commerce (IHK) in Leipzig. Promoting efficiency and satisfaction. In addition to promoting personal and professional skills, providing flexible working hours and also appropriate compensation, the Group also provides its staff with support in matters of health and the need to combine family and career requirements. In 2013, VNG AG, ONTRAS and VGS were again awarded the certificate of the Hertie Foundation, confirming the status as a family-friendly company. According to a survey carried out by the University of St. Gallen, ECG Erdgas-Consult GmbH is one of the 100 best employees in the German SME sector, and has been rewarded with the Top Job Award. The award was preceded by an analysis of human resources work. Employees stated that they particularly appreciated the positive corporate and team culture as well as the family-friendly measures. 14

17 Management Report Annual Report Social responsibility and commitment Targeted support for the common good. For the VNG Group, social responsibility means much more than success against the competition in the energy industry and securing future-proofed jobs. As a Group with regional roots, it joins forces with committed citizens to support selected projects and initiatives designed to strengthen the common good. The networks known as Verbundnetze have for a long time been at the forefront of the Group s social commitment. Accordingly, the Verbundnetz der Wärme aims to focus public attention on people working in an honorary capacity in all areas of social action, in order to acknowledge their work and to encourage others to follow suit. With more than 200 members, this network again focused on the project entitled Engagement macht Schule (commitment in schools) in 2013, the aim of which is to encourage children and young people to take part in voluntary activities. In the 2013 financial year, the Verbundnetz für den Sport was refocused. Whereas the focus had previously been on supporting young sporting talent in competitive sport, greater emphasis is to be placed on non-competitive sport for children and youngsters in future. The Verbundnetz für kommunale Energie operated as a non-partisan discussion platform for decision makers from municipal authorities and companies. has also provided significant impetus for developing a new independent image for the VNG Group in the 2013 financial year. In the field of higher education, the VNG Group has been providing support for cooperations with universities in Germany, Russia, Norway, Poland and the Czech Republic for more than a decade. Via the VNG Campus initiative, more than 300 grants have been awarded for German students to spend time studying during terms in other European countries. The VNG Foundation is also involved in various activities at the Hochschule für Technik, Wirtschaft und Kultur Leipzig, including the award of a Germany bursary to students who excel as a result of their achievements and social commitment. Intensive dialog regarding raw material cooperations. In 2013, the VNG Group was also intensively involved in the German-Russian Raw Material Forum (Deutsch-Russisches Rohstoff-Forum). Scientific, economic and political representatives discussed various aspects at the 6 th German-Russian Raw Material Conference held in Khanty- Mansiysk in Siberia; the discussions also included ways in which raw materials can be used efficiently in order to protect the environment and resources, as well as possibilities of technical and scientific cooperation. The VNG Foundation once again supported in 2013 numerous projects and initiatives in the fields of science and education, art and culture as well as non-profit commitment. Via the VNG Foundation, the VNG Group is also a member of Wissensfabrik Unternehmen für Deutschland e. V. This association is involved in specific educational projects relating to STEM subjects (Science, Technology, Engineering and Mathematics) and aims to bring about a sustained improvement in the underlying conditions for Germany as a business location. Via the Wittenberg-Zentrum für Globale Ethik (Lutherstadt Wittenberg), VNG AG has been working together with other companies to develop guidelines for entrepreneurial action, and aims to integrate this code of responsible conduct in the day-to-day practical activities of senior executives. The cooperation with this body D. Review of operations in the business areas 1. Gas trading a) Business development Continuing pressure on the sales margin. Last year, there was again fierce competition on the domestic and international trading markets, with corresponding pressure on the sales margins. This also means that the costs for structuring and flexibility in the sales markets are currently not showing an adequate return. Optimum management of the trading portfolio. The Gas Trading business area utilises its opportunities within a 15

18 competitive environment by means of optimum management of its trading portfolio. It has used a wide range of measures to strengthen its competitive position. These include the long-term diversification of gas procurement by way of adjusting long-term sourcing contracts with suppliers to market realities and also via the trading markets, the range of customised and innovative products and services as well as by the development of new distribution channels, e. g. on the end user market. Diversification in terms of procurement. In the 2013 financial year, the VNG Group purchased a total of approximately 365 billion kwh of natural gas (2012: 319 billion kwh). The optimisation of the portfolio again resulted in a higher level of sourcing via the spot and futures markets. Nevertheless, the level of sourcing by way of long-term contracts from Russian, Norwegian and German sources continued to be a key element in a sustainable, secure and reliable supply policy. In recent years, VNG AG has been able to agree structural changes to the long-term sourcing contracts with its suppliers to bring them into line with the changed market conditions; these had a positive impact on results last year. If the negotiations are able to reach agreement regarding an adequate adjustment in future, some contracts will be terminated on a mutually acceptable basis. This has also resulted in changes in the procurement structure. Most of the volumes sourced in the VNG Group were procured via VNG AG. The gas sourcing of the VNG Group is broken down as follows: Sources Russia billion kwh Norway billion kwh Germany billion kwh Spot / futures markets and other billion kwh Further increase in sendout on the wholesale markets. The gas sendout of the VNG Group in the 2013 financial year totalled 362 billion kwh of natural gas (2012: 324 billion kwh). The increase in gas sendout was mainly attributable to a further strong increase in the level of sales to wholesale and trading companies. The purpose of using spot and futures markets for sales and purchasing of natural gas is to achieve optimum portfolio management and also provide protection against market price risks. On the other hand, the gas sendout delivered to redistributors declined. The gas sendout of the VNG Group in 2013 was broken down as follows compared with 2012: Client groups Redistributors billion kwh Industry and power stations billion kwh Trading companies billion kwh End users billion kwh The total gas sendout of approximately 362 billion kwh is broken down as follows: Germany 112 billion kwh, other countries 42 billion kwh and the European spot and futures markets 208 billion kwh. Italy, Poland and Luxembourg were again the main sales areas of the VNG Group in other European countries. Compared with 2012, the gas sendout of VNG AG also increased consider ably in 2013, namely by 36 billion kwh to approximately 310 billion kwh. This increase is also attributable to the activities on the trading markets. Regional presence. With its ten sales offices, VNG AG has established a presence in all regions of Germany. These regional sales structures ensure that strong local links are established with customers, and also form the basis for customer relations based on the principle of partnership. The VNG Group has also established a presence in other European countries, with its trading subsidiaries in Italy, Poland, the Czech Republic, the Republic of Slovakia, Austria and France. Acquisition of the goldgas Group. In the first half of 2013, the VNG Group rounded off its core business along the entire value creation chain as a result of the acquisition of the goldgas Group. With their goldgas and goldstrom brands, the newly acquired companies supply private and commercial customers as well as large industrial clients throughout Germany. Flexible sales and service products. Customer demand for innovative products tailored to meet the needs of 16

19 Management Report Annual Report 2013 the market has resulted in a very high product diversity on the sales market. As a marketing and procurement specialist in all aspects of natural gas, the VNG Group utilises all opportunities and offers flexible sales and service products which meet the specific requirements and needs of customers. The VNG Group provides support for customers for their own portfolio management, supplies them with market information and provides them with access to the wholesale markets. Promotion of modern natural gas technologies. In 2013, the VNG Group also promoted efficient, environmentally-friendly and economic natural gas technologies such as condensing heating technology and micro-cogeneration systems (BHKW). For instance, within the framework of ÖkoEnergie (eco-energy) project, the Group cooperated with other partners and replaced all old heating systems in the hotel and catering industries along the Baltic coast with modern micro-cogeneration systems (BHKW) based on natural gas or biomethane. Due to a wide range of new vehicle models using natural gas and also as a result of increasing registration numbers of such vehicles, the VNG Group is currently building further refuelling stations offering biomethane in central Germany. b) Opportunities and risks distribution channels in traditional customer business and also on the end user market. The VNG Group also consistently uses the opportunities which arise in spot and futures trading for optimising its portfolio. Extensive projects due to European trading regulations. At the European level, the main considerations for the VNG Group are the effects of new and foreseeable laws and directives for regulating the wholesale energy markets (EMIR, REMIT and MiFID). In its capacity as an energy trader, the VNG Group actively observes and supports the process and adapts at an early stage to new regulations, some of which are very wide-ranging. The increasing regulatory requirements are consuming more and more resources. Adjusting the business processes and further developing IT systems. The expansion of business and the ongoing changes in the background conditions of trading business are also posing major challenges to the stability and reliability of the business processes. By way of making early adjustments to the structure and procedure organisation and also by way of introducing powerful IT systems in conjunction with staff training, the VNG Group guarantees a high degree of process reliability. Particular mention has to be made of the further development of the trading systems in this respect. Continuous monitoring of the overall portfolio. For the VNG Group, the opportunities and risks arising from gas trading operations result from the price fluctuations on the raw material markets. The positions of purchasing and sales contracts are pooled, monitored and managed in an overall portfolio. Taking account of natural hedging effects in the portfolio, the VNG Group also uses derivative financial instruments to limit potentially negative changes to results of the gas trading portfolio. Broad position established on sales and purchasing side. The contract-specific risks have been reduced considerably as a result of bringing the long-term sourcing portfolio into line with conditions reflecting market reality and also as a result of cancelling individual contracts. On the sales side of the equation, the VNG Group is developing new products and opening up new 2. Exploration & Production a) Business development Consistent expansion of the license portfolio. At the beginning of 2013, VNG Norge was able to extend its portfolio when four new licenses were awarded by the Norwegian state. VNG Norge acts as the operator for two of these new licenses. In addition, VNG Norge has also acquired two further license participations from third parties. For expanding its reserves as the basis of future production of oil and gas, the VNG Group concentrates on participating in exploration work in the region of the Haltenbank in the Norwegian Sea, in the northern part of the North Sea, the Viking-Graben and also the Danish Central-Graben. 17

20 Operator in ten production licenses. At the end of 2013, VNG Norge held shares in 32 production licenses on the Norwegian continental shelf and also shares in two licenses in the Danish North Sea via its subsidiary VNG Danmark. VNG Norge is the operator in ten of its licenses, and is thus able to shape the exploration programmes in these licenses. In addition, the company also participates in the production fields Brage, Njord and Hyme. The Hyme field commenced oil and gas production in the first quarter of As a result of maintenance and repair work, production in the Njord and Hyme fields will probably be suspended until the summer of In this connection, the company is also considering measures which will enable the useful life of the production platform and thus production in the Njord and Hyme fields to be considerably extended. b) Opportunities and risks Balanced portfolio for spreading risk. The VNG Group has a balanced portfolio of licenses in the exploration phase and also in the production phase. The main risks are to be seen in potential incorrect assessments of geological structures and the resultant aborted holes. As the licenses are increasingly further developed, the extent of the business risks declines. The result of this business area very much depends on the development of the market prices of natural gas and oil. Overall, with regard to the composition of its portfolio, the VNG Group concentrates on prospects where the risks are manageable, aims to achieve shareholdings which are commensurate for the level of risk involved, and also works together with experienced partners within the framework of syndicates. Successful exploration drillings. VNG Norge and VNG Danmark were involved in seven exploration drillings in Oil and gas were found in three drillings. In the case of the successful drillings, in the Snilehorn prospect in the Norwegian Sea and the Solsort prospect in the Danish North Sea, these finds can also be exploited financially. The size of the finds is currently being evaluated. Compliance with stringent standards. The company has taken out standard insurance for the sector in order to avoid environmental and accident risks. The VNG Group relies on cooperation with experienced operators and companies which, in the same way as VNG Norge itself, also guarantee compliance with the stringent international safety standards of environmental and health protection as well as industrial safety. Research and development. VNG Norge carries out research and development work for hydrocarbon deposits which is typical for E&P business. Research activities naturally focus on constantly improving the process of prospecting for, developing and producing hydrocarbon deposits. For instance, VNG Norge concentrates on studies of rock formations which are accessible on land and which can be used as an analogy for the exploration projects under the Norwegian continental shelf. In addition, the aim of projects with well-known research institutions is to further develop the expertise in relation to the recognition of fault zones with the aid of geophysical characteristics in 3D models. In addition, VNG Norge also invests in various technological solutions and, within the framework of joint research projects, is involved in the development of improved realisation concepts for prospecting for and producing natural gas and oil. 3. Gas storage a) Business development Storage capacities fully booked. At present, VGS has a working gas volume of around 2.6 billion m³ at its existing underground gas storage facilities in Bad Lauchstädt, Bernburg, Etzel, Kirchheilingen and Buchholz. Together with its partners, VGS is establishing further capacities at the locations of Etzel and Jemgum in Lower Saxony. The underground storage facilities have been or are fully booked in the storage year 2013/14. Short-term storage capacities are in certain cases marketed via the trading platform store-x. Together with GAZPROM Germania GmbH, VGS is also involved in establishing the underground storage facility Katharina via Erdgasspeicher Peissen GmbH. 18