Annual Report Environmental awareness

Transcription

1 Annual Report 2009 Environmental awareness

2 DELTA N.V. ANNUAL REPORT 2009 DELTA N.V. Poelendaelesingel JA MIDDELBURG The Netherlands T : +31 (0) F : +31 (0) E : [email protected] W : Entered in the trade register of the Chamber of Commerce in Middelburg under number

3 Profile Strategic framework Key figures Report of the Executive Board to the shareholders, customers, staff and partners Financial performance Corporate social responsibility Operations Energy Waste Management Solar Network Management Other Management issues Risks and risk management Corporate governance Report of the Supervisory Board Members of the Supervisory Board, Executive Board, Corporate Leader Group and Works Councils Contents Consolidated financial statements 2009 Consolidated statement of financial position as at December Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Accounting policies Notes to the consolidated statement of financial position Notes to the consolidated income statement Notes to the consolidated statement of cash flows Notes to the operating segments Consolidated companies Non-consolidated companies Company financial statements Company statement of financial position Company income statement Notes to the company financial statements Other information Profit appropriation Auditors report DELTA in financial figures, consolidated DELTA Key figures Definition of financial ratios delta annual report 2009

4 DELTA N.V. is an independent multi-utility provider. Its shares are held by 19 municipalities in Zeeland and Noord-Brabant and by the Provinces of Zeeland, Brabant and South Holland. DELTA employs some 3,285 people. The company is active in the following areas: Energy In addition to electricity generation and energy trading, DELTA supplies gas and electricity to private individuals and business customers. Apart form energy, DELTA provides digital services (internet, telephony, television and radio signals) and, through its Evides subsidiary, water on the consumer market. Through this multi-utility approach, the company serves most of this market in Zeeland. 2 Profile The infrastructure activities necessary to supply the electricity, water and digital services have been concentrated in DELTA s Infrastructure Division. These activities, too, are part of the Energy segment. Waste management DELTA provides a wide range of waste management services, including energy recovery through incineration, the production of biomass, composting and the processing of hazardous industrial wastes. These activities are carried out by the Environmental Division and the Indaver subsidiary. Solar DELTA has been investing in advanced solar energy technology in recent years. These activities are carried out by the subsidiaries Solland Solar and Sunergy. Network Management DNWB, the autonomous network operator, carries out regulated activities for the construction, management and maintenance of the gas and electricity networks and for gas and electricity distribution. Other The Biovalue subsidiary produces biodiesel.

5 In our vision, energy, waste management, water and the infrastructure they require are inextricably linked to personal prosperity and economic growth. The limits of traditional resources and technologies, however, are coming into view. Affordable and sustainable alternatives and solutions are needed in the energy, waste management and water markets. Although the transition towards such a sustainable future will be accompanied by technological breakthroughs, the progress from old to new sources and solutions will be gradual. That is why DELTA is also investing in existing forms of electricity production and waste management techniques. DELTA expects demand for independent energy supplies and sustainable waste management solutions to grow. Strategic framework 3 Policy priorities Multi-utility: increasing convenience ( taking care of things for private and business customers; growth in energy and waste management; complementarity and cohesion between the core activities but only if the individual activities meet the set profitability targets; reduced CO 2 emissions from our operations; effective and efficient organisation with attractive career opportunities for a diverse group of staff; autonomous, independent position that honours the close ties with Zeeland. Firmly rooted in Zeeland The consumer and small business markets in Zeeland form a solid home base. For these customers, we have introduced the multi-utility concept: the combined provision of our service package. Thanks to this approach, we have succeeded in serving the greater part of these markets and a considerable proportion of the corporate market. Outside Zeeland, DELTA is active in the corporate energy (electricity and gas) and waste management markets. Corporate sustainability DELTA is driven not only by profit but also by the environment, safety and health. The company seeks affordable and sustainable energy and waste management alternatives with the ultimate goal of a CO 2 -neutral business by It is therefore exploring CO 2 -neutral forms of energy generation and investing in Waste-to-Energy (WtE) processes in order to help solve environmental problems. Since the transition to a completely CO 2 -neutral business must be taken one step at a time, we are working on making traditional forms of energy generation more sustainable. We are investing in gas-fired power stations and nuclear energy and in clean fossil fuels and transition fuels. The investments in sustainable energy generation must contribute to the security of future energy production. Working at DELTA DELTA wants to be an attractive employer. It promotes staff stability through long-term relations with employees, encourages staff to continuously improve themselves by providing education and training and offers an attractive working environment. DELTA is aware of its social responsibility, especially in the Zeeland region. delta annual report 2009

6 Amounts in million euro s Revenue of which: Electricity supplied Gas supplied Electricity and gas transport Cable, internet and telecommunications Waste management and environmental services Solar energy Biofuel Other 1, , Financial position Gross margin Operating profit Profit before tax Profit for the year Key figures Equity (ex. dividend) Balance sheet total 1, , , ,635.5 Ratios Return on capital employed Return on capital attributable to owners Equity ratio Interest coverage ratio 2.3% 0.6% 40.6% % 7.4% 39.4% 50.8 DEFINITION OF FINANCIAL RATIOS Return on capital employed (ROCE) Earnings from operations plus interest income from financial assets and the share in the profit of joint ventures and associates x 100%, divided by capital employed. Capital employed Non-current assets plus net working capital at the end of the reporting period. Return on equity (ROE) Profit after tax attributable to the owners of DELTA N.V. divided by the equity attributable to the owners of DELTA N.V. Equity ratio Group equity x 100% divided by total assets. Interest coverage ratio Earnings from operations plus interest income divided by interest expense (excluding interest added to provisions).

7 Fuel mix 2009: sales to consumers 17% Coal 40% Natural gas 12% Nuclear 1% Other 30% Renewable energy Fuel mix 2009: sales to consumers and business customers 22% Coal 54% Natural gas 16% Nuclear 2% Other 6% Renewable energy 5 Total revenue by category 2009 Total revenue by category % Electricity sales 45% Electricity sales 15% Gas sales 17% Gas sales 6% Electricity and gas transport 5% Electricity and gas transport 23% Waste management and environmental services 18% Waste management and environmental services 3% Solar energy 5% Solar energy 3% Cable, internet, telecomm. 3% Cable, internet, telecomm. 2% Biofuel 3% Biofuel 3% Other 4% Other Profit for the year Operational profit (x EUR 1 million) (x EUR 1 million) delta annual report 2009

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9 Every year the BMC biomass power plant in Moerdijk converts more than 400,000 tonnes of stackable poultry manure into energy. That is more than a third of the national production. Bart Jan Wulfse, managing director of the DEP sustainable energy cooperative for poultry farmers explains: What we used to look upon as waste is now a sustainable source of energy. Unique initiative The initiative for the BMC plant was taken by the poultry sector itself. Wulfse: The poultry farmers put their heads together a number of years ago when it became clear that the volume and composition of poultry manure would become a major problem. What can we do with our chicken manure? Spreading it on the fields wasn t an option. Poultry manure contains a lot of phosphate that is bad for the environment and can wash out into drinking water. But it also contains a lot of energy and has a high calorific value. That s what gave the poultry farmers the idea of building a power station. After long consideration, DELTA committed itself to the initiative and ten years later the plant is a up and running. chicken manure to green electricity 7 According to Wulfse, daring to undertake the project is a testament to all the parties courage. The poultry farmers co-financed the plant together with shareholders DETLA, ZLTO and AE&E. They also pay a gate fee for every tonne of manure they deliver to BMC Moerdijk and have committed themselves to the initiative for the long term. Every participant has undertaken to deliver manure to the plant for ten years. Such a long undertaking is unique, especially in these times. But everyone benefits from it: the poultry farmers have a sustainable destination for their manure, BMC Moerdijk gets the feedstock it needs to produce energy and DELTA buys the green energy. Thanks to this unique cooperation with DELTA, we are connecting the poultry industry with the energy industry. High quality manure Only high quality and stackable manure may de supplied to BMC. Wulfse: You have to take stackable very literally. Some of the chicken manure produced in the Netherlands is wet and some is dry. Only the dry manure is suitable for incineration. When we came up with the initiative, we thought most of the manure would be dry enough but that turned out to be far from the case. That s why we help our members improve the manure s quality. Good, dry manure produces more energy and that is in the poultry farmers financial interests. Wulfse expects a lot from BMC: It s a long-term, sustainable project geared to the continuity of the poultry industry. The industry is taking a more integrated stance on the production of meat, eggs and energy. And on the farmers own attitude to energy. Thanks to this unique cooperation with DELTA, we are connecting the poultry industry with the energy industry and creating added value for society. The initiative is therefore an excellent complement to the vision of both DELTA and the agricultural industry. theme delta annual report 2009

10 The profit for the 2009 financial year came to EUR 7 million (2008: EUR 101 million). This disappointing result was due in part to the economic crisis and changes in government policy. The main cause was a net loss of EUR 110 million in the Sustainable Energy segment (Biovalue and Solland). 8 Report of the Executive Board to the shareholders, customers, staff and partners The net loss incurred by Biovalue was a result of operating losses of EUR 10 million and the writing off in full of goodwill and non-current assets (EUR 46 million). It was decided to write off the assets in view of the negative outlook for the biodiesel market, chiefly because of the reversal of the biofuel blending obligation. In addition, market prices were distorted by the dumping of biodiesel by the Untied States on the European market. A great deal of biodiesel production capacity in Europe was shut down during DELTA is currently considering its position in the biodiesel market. Solland reported an operating loss of EUR 27 million and a non-recurring write-down of a further EUR 27 million. The value of all the wafers purchased, long-term sales contracts and production know-how was written down. Bankruptcies also led to the write-off of uncollectible receivables. Measures have already been taken to turn the tide at Solland. They include a reduction in staff numbers and the renegotiation of the principal procurement contracts. Solland will have to prove its ability to return to profit in It will depend in part on the competition from Asia, market growth and the ability to enter into appropriate partnerships. Results in the Energy and Waste Management segments remained stable. In the Energy segment this was due in part to a positive mark-to-market result. Measures to restore profitability Measures were taken in 2009 to restore profitability in In addition to general cost savings, there has been a substantial reduction in the number of temporary staff, a ceiling has been placed on investments and active working capital and cash management has been introduced. These measures will be continued throughout DELTA in In addition to the internal changes, the marketing strategy has been sharpened up. The successful multi-utility approach in the consumer market has been applied more intensively in the corporate energy and waste management markets. The intensification of the existing strategy and the necessary, farreaching cost reductions will produce organisational changes that raise efficiency and effectiveness to the level the market expects from us. The result will be a more flexible and effective company. Other developments in 2009 We took the gas-fired Sloe power station into operation at the end of This highly efficient power station (59%), with a capacity of 870 MW, was built by a 50/50 joint venture with the French company EdF. Towards the end of 2009, we took the largest solar park in the Benelux into operation. This PV solar panel park in Willebroek (Belgium) has a capacity of 2.6 MW and covers an area of 26,000 m 2.

11 9 Frank Verhagen Jaap Rieter Ad Louter Peter Boerma In December the Minister of Economic Affairs approved the plan to unbundle the company. The plan includes assurances on the network operator s autonomy. Intensive talks were held with the shareholders during the year regarding Evides position within the group. The discussion of how best to secure the public interest of drinking water supplies is expected to continue until mid DELTA successfully opposed the proposed sale by Essent of its 50% interest in EPZ. EPZ s Articles of Association stipulate than only public bodies may hold shares in EPZ. By virtue of this stipulation, both the district court and subsequently the court of appeal prohibited the sale to RWE, a non-public company. DELTA is adhering to this stipulation partly at the insistence of its shareholders. Towards a CO 2 -neutral business in 2050 For DELTA, environmental awareness primarily means becoming a CO 2 -neutral business by We hold this ambition not only to protect the environment but also because we are convinced it is necessary. Fossil fuels such as coal, oil and gas are running out yet demand for energy is increasing. It is predicted that worldwide demand will be about 40% higher in 2030 than in 2004 and will have doubled by Demand in the Netherlands is growing by about 1% per annum, with green energy gaining in importance. If we are to achieve our ambition, we have to take concrete steps now. The main step for DELTA is to build a second nuclear power station at Borssele. We will seek partners in the period ahead and will start work once we have found them and the permit has been granted. A word of thanks I would like to express my appreciation for our staff s response to the current poor market conditions. They again demonstrated their enormous support and commitment to our company. I am aware that the announcement of further measures will not leave them unaffected. We will take the greatest possible care when taking the measures that our company needs. P.G. Boerma Chief Executive Officer delta annual report 2009

12 DELTA s revenue for 2009 came to nearly EUR 2.0 billion, a decline of 11% on The decline was attributable principally to lower energy purchasing and selling prices and to lower energy sales on account of the recession. The financial crisis and the subsequent economic contraction had the greatest impact on the Sustainable Energy segment (solar cells and biodiesel). Sales practically halved in these sectors. Following the loss of subsidy and financing opportunities, demand for sustainable products fell sharply. At the same time, the resultant overcapacity at production companies triggered a dramatic fall in market prices. 10 Financial performance Owing to the disappointing results, the prospects for the biodiesel factory in Eemshaven were reappraised at the end of This led to the expectation that, given the current level of investment, the factory will realise a negative EBITDA of about EUR 5 million until the end of For the sake of prudence, the Executive Board has therefore decided to write off the goodwill present in Biovalue and all its non-current assets in full. Solland suffered a considerable loss in 2009 (EUR 67 million before finance costs and income tax). It was caused by the loss of demand and a sharp fall in the price of solar cells. The loss includes a EUR 15 million write-down at group level of long-term sales contracts and production know-how. DELTA had recognised both following the acquisition several years ago. As a result of bankruptcies, an allowance was formed for uncollectible receivables (EUR 10 million). The inventory of wafers was also written down (EUR 11 million). The waste management activities also felt the impact of the recession. Owing to the lower volume of activity at customers, significantly less waste was supplied for processing. Waste management revenue increased by EUR 53 million, thanks in part to the full consolidation of the 51% interest acquired in the German waste management company SAV (a subsidiary of Indaver). Revenue from both electricity and gas was reduced by substantially lower selling prices. Digital services, infrastructure and network management turned in stable results. Thanks to an appreciation in the value of the trading portfolio (EUR 47 million) and the consolidation of SAV (EUR 77 million additional gross margin), the gross margin widened by EUR 39 million to EUR 630 million. In response to the decline in revenue, substantial cost savings were made in various parts of the business during the year. The effects became clearly visible in the second half of the year. Nevertheless, net operating expenses increased by EUR 140 million in 2009 relative to Of this increase, EUR 73 million was due to the consolidation of SAV. Depreciation and amortisation increased by EUR 99 million, largely on account of impairment losses in the Sustainable segment (EUR 62 million). After allowance for the additional expenses at Solland owing to a number of bankruptcies and the fact that non-recurring additional costs had been recognised in 2008 for the Westerschelde Estuary Crossing, net operating expenses for 2009 were on the whole roughly the same as those for The profit from joint ventures and associates increased by EUR 21 million to EUR 68 million. This improvement was attributable in part to an improvement in EPZ s results (from EUR 1 million in 2008 to EUR 16 million in 2009) and a contribution from the Sloe power station, which came into operation in October 2009 (EUR 6 million).

13 Net finance costs increased by EUR 25 million owing to the lower results and the financing of several major investments (including the construction of the Sloe power station and the construction of a new waste incineration plant). A nonrecurring charge of EUR 6 million was recognised for the early termination of the cross-border gas lease in February The profit for the year came to EUR 7 million (2008: EUR 101 million). Cash flow and investments The cash flow from operating activities increased by EUR 175 million to EUR 305 million (2008: EUR 130 million) thanks to a targeted policy to improve working capital and to the cash inflow from the sale of our high voltage transmission grid to TenneT for EUR 58 million. Targeted measures were also taken for the timely completion of the Sloe power station and the corresponding project financing of EUR 206 million. The level of investments was reduced from EUR 173 million in 2008 to EUR 114 million in Financial position The group s total assets declined by EUR 0.4 billion to EUR 3.2 billion at the end of 2009 (year-end 2008: EUR 3.6 billion). This decline was due chiefly to the release of project financing (EUR 206 million) for the Sloe power station, stronger working capital management and the write-down of assets. Group borrowings could accordingly be reduced by nearly EUR 300 million. The equity position declined from EUR 1.43 billion to EUR 1.31 billion owing to a EUR 26 million negative movement in the hedge reserve, the purchase of a non-controlling interest in Sunergy (EUR 32 million) and the distribution of dividend (EUR 50 million). The equity ratio (equity as a percentage of total assets) improved slightly to 41%. The ratio of net borrowings to EBITDA (an indicator of financing capacity) was equal to 2.0 at the end of 2009, considerably stronger than at the end of 2008 (3.3). Prospects for 2010 DELTA took a series of steps in 2009 to mitigate the impact of the economic recession and the decline in results and to create a healthy springboard for the future. Important measures were: complete freeze on and reduction in temporary staff, which will be compensated for by the employment of permanent staff; limits on filling vacancies; actions to reduce costs and increase efficiency; a ceiling on the level of investments; rollout of a series of programmes to actively improve working capital; renegotiation of existing purchasing contracts. These measures already had a positive impact in 2009 and will continue to feed through into results in As a result, DELTA comfortably satisfied the agreements with its banks in 2009, the equity ratio was slightly firmer and the cash position was decidedly stronger than in The economy measures will be continued in 2010 in order to streamline the company and make it more effective. The number of jobs is also expected to fall will be a year of profit recovery. Our multi-utility strategy will be rolled out further in the corporate market. We will also increase technical and commercial cooperation for our sustainable energy activities. The Solland activities are expected to return to profit in the second half of In waste management, further integration of DELTA Environmental and Indaver will generate synergy gains. The unbundling plan, moreover, will create a fully-fledged autonomous network operator and a commercial operation. DELTA will seek to maximise the synergies already being generated by the multi-utility strategy. In view of the continued gradual economic recovery, the Executive Board expects a strong improvement in the company s performance in A similar improvement is also expected in the Solar segment, although the competition from Asia, market growth and the ability to establish suitable partnerships will be decisive. 11 delta annual report 2009

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15 Waste should not really be called waste. Thanks to creative entrepreneurs like Frank Laarakker and Erik Renes, EcoFuels in the town of Well in Limburg receives tonnes of potato and root vegetable peelings, pulped rotten pears, pomelos and bell peppers every year. Vegetable processing produces a lot of residual flows such as cutting waste, says Frank Laarakker of Laarakker Groenteverwerking, a company that processes vegetables for sale in jars, cans and frozen. We thought it would be a good idea to process the waste in our own fermenter. Because vegetable processing is seasonal, however, it didn t seem feasible at first. But Laarakker did not give up on his ambitious plan. The industry we supply also produces residual flows. We also have an extensive network and a big logistics advantage. So we drew up a plan in 2004 and looked for a reliable partner to help shoulder the substantial investments and risks. The energy of a bell pepper 13 DELTA turned out to be the ideal partner: DELTA has a lot of know-how and expertise in house and is a reliable party. When the fermenter proved more complex than we had thought, DELTA came up trumps. What we do is very important. The plant converts waste flows from the food and catering industries into biogas. The gas can then be turned into heat and electricity. The wastewater is filtered and reused, for example to irrigate crops. The residue can be used in farming and horticulture as a soil improver similar to compost. Laarakker compares the process to natural photosynthesis in which plants use sunlight to make sugars and energy. We, too, produce energy from organic matter. But we do it a lot quicker. We recycle residues in an environmentally responsible manner and make them suitable for the next energy cycle. It s a practical way of getting rid of our waste and DELTA can produce another form of sustainable energy alongside solar and wind energy. EcoFuels has been running smoothly and according to plan since About 7% of our own waste is now fermented. The rest comes from third parties. Energy-rich pulp One of those third parties is Renes AGF Services, a company that came about more or less by chance. Together with his brother Willem, Erik Renes owns Renes B.V., a paper, cardboard and plastic recycler. Some years ago a fruit importer asked whether we could help him dispose of 200 pallets of overripe pineapples. We weren t interested in the fruit but in the cardboard boxes they were in. We ll get rid of the rotten pineapples somehow, we thought. We would separate the fruit from the packaging, pulp it and then sell it as a recyclable product. Renes realised that a lot of fruit and vegetable companies had the same problem. About 4% of all their shipments is not suitable for consumption. It would save them a lot of time and money if we could process the waste locally. It would definitely cut their transport costs. My brother and I bought a piece of land, built a factory and began to process plant waste into pulp. And that s how Renes AGF came about. theme delta annual report 2009

16 For DELTA, corporate social responsibility (CSR) goes without saying. Like every other business, we want to make a profit, but not at the expense of people or the planet. DELTA defines corporate social responsibility as the pursuit of sustainability. We take an innovative and inventive approach to new ways to generate energy and reduce consumption where possible. We also bear an important social responsibility: we want to be an attractive employer offering good terms of employment, safe working conditions and appropriate development opportunities for our staff. Our social involvement in Zeeland is reflected in the sport, cultural, wellbeing, nature and environmental projects we support in our home region. 14 Corporate social responsibility Sustainability DELTA signed the European Declaration of Eurelectric, the European electricity industry association, on 18 March In it, the members of Eurelectric agreed that they would strive to achieve a carbon-neutral power supply by DELTA is going a step further. We want to be carbon-neutral not only in our power supply but also in our entire organisation: both in our energy generation and in our operational management. DELTA measures its CO 2 emissions against a national CO 2 benchmark. The special logo that we use in all our sustainable activities visualises how we will achieve our ambition: step by step. Energy transition Our society is undergoing a transition. The lion s share of electricity is still generated using finite fossil fuels. This will change fundamentally in the next 50 years or so: sustainable energy will become the dominant source of power. The energy industry is playing a leading role in this transition. Energy companies cannot strike the necessary balance between affordability, reliability and sustainability unless they continue to invest. To achieve its goal of carbon neutrality by 2050, DELTA has opted for a combination of gas, nuclear and solar. We have chosen solar because we seek a sustainable source that is affordable in the longer term. Our R&D investments will help make solar energy more competitive than traditional generation methods. We have chosen nuclear because we realise the Netherlands will need a substantial basic production capacity to replace outdated coal-fired power stations in the years ahead. Opting for nuclear energy will also reduce CO 2 emissions. And we have chosen gas because DELTA recognises the need for flexibility, especially during energy transition. A gas-fired power station can respond quickly to fluctuations in supply and demand and is therefore an excellent complement to a product mix in which, for example, wind turbines account for an ever larger share. This strategy is guiding DELTA through its gradual transition towards 100% sustainable energy, subject to the requirements of affordability and reliability. Waste-to-Energy DELTA is also taking concrete steps in Waste-to-Energy. It took the fourth waste incineration line into operation at Afvalverwerking Zuid Nederland (AZN) in Moerdijk in The power station, in which DELTA has a 20% interest, generates electricity for some 235,0000 homes. In the past year, the first pile was driven home for a similar plant in Meath, Ireland. Another impressive example is BioMassaCentrale (BMC) in Moerdijk: this plant will convert more than 400,000 tonnes of chicken manure into 100% green electricity each year to power about 90,000 homes. Not only does it offer a solution to the problem of chicken manure but the innovative flue gas scrubbing system will also ensure that the mineral cycle remains largely in balance. Care for the environment As an organisation, we first determine whether we can prevent waste and how we can make savings on products and energy.

17 15 We have therefore decided to set off the emissions produced by DELTA s staff commuting to and from work on national Sustainability Day by giving 2,500 energy saving light bulbs to all junior schools in Zeeland and neighbouring municipalities in Brabant and South Holland. This action will help the schools save energy and make the pupils more aware of the importance of sustainability. In some municipalities, DELTA also organises evenings to inform home owners and commercial building owners of the national More with Less energy saving programme. The programme s goal is to reduce energy consumption in 2.4 million homes in the Netherlands by 30% by The Own Energy campaign that DELTA launched in 2009 complements this national campaign by enabling consumers and small businesses to use energy more efficiently and sustainably. We provide advice on how to save energy and offer condensing boilers, solar boilers, solar panels and other sustainable products through our web shop. DELTA not only advises on the choice of the right product but also deals with subsidy applications and payments. On request, we also test domestic energy efficiency and sustainability against the Energy Performance Standards. We advise municipalities on subsidy schemes and housing associations on how they can help their tenants save energy. Together with representatives of local authorities and public institutions, DELTA organised the second Sustainable Cooperation conference In September. The first conference had taken the provision of information on sustainability as its theme, the second took concrete steps. delta annual report 2009

18 16 Our offer to carry out a free scan of the state of public lighting in all municipalities was gladly accepted by many municipalities. As well as a study of the lighting equipment in use, the municipalities also received free advice on how to make savings. Another initiative is Sun at School, a joint project launched by DELTA, COS, IVN Consulentschap Zeeland and the Province of Zeeland. As part of the project, pupils in the final two years at a junior school in Borssele were given a guest lesson in solar energy in the autumn of Solar panels were fitted on the roof of the school and the pupils could see the results of generating sustainable solar energy on a screen in the school building each day. This project will be repeated at several other schools in A socially responsible employer DELTA assists and facilitates its employees in order to maximise their deployability and help them make the best possible use of their talents. We also fulfil our social responsibility by equipping them with new skills and competences so that they can carry out other functions within the organisation and thus remain optimally deployable. In 2009 we set up the DELTAflex mobility centre to advise staff who aspire to other positions or promotion within the organisation. DELTAflex also acts as a mediator if staff are surplus to requirements. DELTAflex successfully relocated some 40 people in Move and develop DELTA goes to great lengths to train, coach and, especially, retain young people. With a workforce of more than 1,600, DELTA is one of the largest employers in Zeeland. We are always on the look-out for talented young people. Many young people move out of Zeeland when they complete their education. By offering an annual trainee programme and organising regular development projects, we encourage young people to live in the province and to work for DELTA. New, highly promising members of staff are offered a contract with DELTA following a two-year training course. DELTALENT, our own training organisation, offers employees a varied package of training courses and works in cooperation with schools.

19 Safety We recognise the great importance of good working conditions, not least for the physical safety of our staff. Safeguards have been built into all our business processes and the work is subject to strict safety instructions. DELTA s safety policy is built on the principle of work safely or don t work saw another sharp fall in the number of accidents. The managers in the corporate leader group gained their VCA health, safety and environmental certificates and carried out a series of safety audits. Socioeconomic ties There are many sides to DELTA s strong social ties with Zeeland. Not only is the company an important provider of energy and waste management services, it also works with suppliers, partners, education centres and public authorities in Zeeland (for example in the field of the environment, operational cooperation and participation in energy and waste projects). Measures to strengthen the economy and employment in Zeeland are therefore in DELTA s direct interest. Where proposed economic developments strengthen DELTA s operations, DELTA determines whether and in cooperation with which private partners it can support them. We are already supporting, for example, Economic Impulse Zeeland and BioBase Europe and are strengthening the Nuclear Cluster in Zeeland, including the campaign to win the new Pallas research reactor for Zeeland. 17 DELTA makes significant contributions to the curricula of several education institutions in Zeeland, including the Zeeland Regional Training Centre, because they produce valuable potential employees. In 2009, DELTA invested EUR 700,000 in education and training courses. We also sponsor major events such as DELTA Tour, Film by the Sea and DELTA Week. Since 2009 we have earmarked a budget from the DELTA Zeeland Fund to support sport, cultural, wellbeing and nature and environmental projects in Zeeland. DELTA uses this fund to demonstrate its commitment to society in Zeeland, both in cash and in kind (voluntary participation of staff). DELTA was voted Top Employer 2010 by the CRF Institute in This institute rates companies using five criteria that influence their employees career choices: pay & benefits, career development, training & development, working conditions and company culture. DELTA performed well on all criteria. Efficiency measures Like most other companies, DELTA had to contend with the consequences of the crisis and had to take a series of efficiency measures in The number of temporary employees, for example, was substantially reduced. Only our Call Centre and the Industrial Cleaning business unit still hire temporary staff. In all other departments, temporary contracts were not renewed or the work was assumed by our own people. To make the organisation more versatile and further increase its efficiency, improvement projects were launched in accordance with the Lean Six Sigma quality management methodology. delta annual report 2009

20 The year was one of turbulence: economic recession and changes in government policy did not leave us unaffected. However, there were also exceptional events (such as the opening of the Sloe power station) and encouraging developments (such as the stable results from the Waste Management segment). The main developments in each segment are summarised below. DELTA s core activities are carried out by the Energy and Waste Management segments. Solar energy activities are considered in the Solar section. The autonomous network operator is considered separately in the Network Operator section and the Biovalue subsidiary is considered in the Other section. 1. ENERGY 2. WASTE MANAGEMENT 3. SOLAR 4. NETWORK MANAGEMENT 5. OTHER Generation DELTA Environmental Solland Solar DELTA Network Operator Biovalue Trade Indaver Sunergy Investco Supply BMC Infrastructure services 18 Operations Energy The Energy segment is responsible for all the activities that are directly related to energy, from generation and trade to supply. We supply more than just energy to consumers: DELTA s multi-utility approach also includes water and digital services. The associated infrastructure services are also part of the Energy segment. GENERATION DELTA produces conventional energy at the EPZ coal-fired power station and nuclear energy at the EPZ nuclear power station, both in Borssele. We produce green energy at the biomass power station in Moerdijk. The Elsta power station, a joint venture with Essent, AES and others, combines electricity generation with the production of steam for Dow Chemical in Terneuzen. Production capacity will have to be increased to meet the growing demand for energy. We have deliberately opted for sustainable production methods or, where these are not possible, will make existing methods more sustainable. The EPZ coal-fired power station, for example, is already producing green energy thanks to the use of biomass fuel supplements. We consider nuclear power to be a realistic and responsible source of energy, a CO 2 -free addition to the fuel mix. Energy will also be generated in wind and solar parks. We are investing in solar energy because we consider it to be the energy of the future. In 2009 we built the largest single-roof solar park in Europe at Willebroek in Belgium. DELTA recognises the importance of participating in solar energy projects. By drawing on the expertise of several of our business units, we will be able to complete the transition to a CO 2 -neutral business and the resultant synergy benefits will give us a competitive edge in the market.

21 19 New power station and improvements With the opening of the Sloe power station in 2009 we took an important step towards further growth and sustainability. With this modern power station, which was delivered on budget and on time, DELTA can supply more energy and meet the strictest environmental demands. The Sloe power station in the port of Vlissingen-Oost has increased the installed capacity by 870 MW, equal to the consumption of two million homes. With a return of 59%, moreover, the station is exceptionally efficient. Since the Sloe power station uses the latest gas turbine technology, the emission of CO 2 is more than 25% lower than that of existing gas-fired power stations. The Sloe plant is a joint venture with the French electricity company Electricité de France (50% DELTA, 50% EdF). Low CO 2 emission DELTA s CO 2 emission is already considerably lower than that of other energy companies: 0.34 kg/kwh versus an average of 0.58 kg/kwh. We have achieved this thanks to the EPZ nuclear power station and wind parks. Biomass fuel supplements (about 14% of total fuel) in the coal-fired power station at Borssele have also contributed to the reduction. Part of the energy produced by this power station is green. To make the coal-fired power station more efficient and secure electricity supplies, it was taken out of service for eight weeks in the autumn of 2009 for major maintenance work. It has also been made cleaner and more sustainable. The medium pressure turbine, for example, was overhauled and the Denox system fitted with additional catalysers to substantially cut the emission of acidifying substances. These measures are helping DELTA make energy more sustainable. Strategic cooperation In 2009 DELTA signed a five-year agreement with NPG Energy to produce 150 MW of green electricity in the Benelux. NPG Energy develops and operates small-scale sustainable energy projects. Together, we will work out such projects at industrial estates and in or on buildings in Belgium. The first projects are a solar panel park in Willebroek (completed) and a wind farm in St Vith (under development). The large-scale projects will be carried out chiefly in Belgium on account of the advantageous grant regime. The Willebroek project consists of a 3 MWp (megawatt peak) solar panel array at a total investment cost of EUR 9.5 million. Some 12,000 solar panels with a total capacity of 3 MWp have been placed on a 40,000 m 2 roof. The solar cells were made by Solland Solar. delta annual report 2009

22 20 In wind energy, DELTA has made a series of investments in its own wind parks and is also taking part in third-party projects. We entered into a number of joint ventures in 2009, chiefly with local parties. We also offer business customers opportunities to generate a large proportion of their own electricity by means of wind turbines. Several new initiatives were taken during the year to increase wind energy production capacity in Zeeland. The Kreekraksluis wind park, for example, was modernised and enlarged. TRADE The Trade department buys and sells energy in order to mitigate the risks of fluctuations in prices and to secure our supplies. Oil, coal, CO 2, gas and electricity contracts are bought and sold on DELTA s trading floor. The keen purchasing strategy and favourable price movements in the trading portfolio enabled us to turn in a good result in The market in which we operate is dominated by large, financially strong companies. To be effective as a mediumsized operator, our organisation must be professional and efficient. DELTA has worked hard on this in the past year and we will continue to invest in the further professionalisation of the Trade department in the years ahead. SUPPLY Business market The line between small and large business customers is defined by law. The large corporate connections comprise customers with an electricity connection of more than 3 x 80 amperes. For gas customers, the definition was changed on 1 January 2009 from a volume of 170,000 m 3 per annum to a technical capacity of 40 m 3 per hour. The definition was changed to allow for fluctuations in annual consumption and the related administrative burdens. About 70% of our large corporate customers are located in Zeeland. About 70% of the volume of our energy sales, however, is located outside the province. We stand out from other suppliers chiefly for our service and customer focus. Every large corporate customer, for example, has a fixed account manager. Customer satisfaction among our corporate customers is high. About 60% of the large corporate customers buy both their gas and their electricity from us. Demand was reduced by the recession. Companies in the food industry performed reasonably well but the petrochemical and automotive industries were badly hit. Nevertheless, we did not lose any customers in these industries and managed to achieve our goals, benefiting from our ability to respond quickly and flexibly to our customers wishes.

23 - Water Evides, the water company, supplies drinking water to 2.5 million consumers and business customers in the southwest of the Netherlands. It also supplies industrial water to corporate customers throughout the country. Evides is a 50/50 joint venture between DELTA and Gemeenschappelijk Bezit Evides, an alliance of municipalities in South Holland that purchase water from Evides. The company concentrated on enhancing the efficiency and quality of its business processes in As a result, its profits remained stable despite an increase in costs. DELTA is also active on the water market under the name Triqua providing small-scale water purification and treatment services for specific industries and projects. - Digital services Under the name ZeelandNet, DELTA offers digital services such as internet, telephony, radio and television signals, and ICT services such as web hosting and network security. We serve both private individuals and business customers. Some 160,000 homes, mainly in Zeeland, have a cable subscription with DELTA and 90,000 of them also subscribe to our cable internet service. DELTA also offers companies internet via optical fibre. Although DELTA s market share in Zeeland is already high, we have the ambition to grow even further. In particular, digital television is a growth market. Digital television offers consumers a number of additional features and benefits, such as improved image quality and a wider range of channels. We are therefore investing a great deal in new cable technology and will offer new interactive services in the future, including internet and via interactive television. The difference between internet and television will therefore blur further. 21 Consumer market DELTA, the multi-utility company, offers a broad package of products and services to consumers and small-businesses. Apart from energy, we offer water and digital services (radio and television signals, telephony and internet). - Energy The consumer market consists of some 180,000 households, chiefly in Zeeland. Zeeland is our home market and we are committed to offering our customers in Zeeland the most favourable energy prices. Low energy prices, different contract forms and the popular loyalty programme ensure that our customers remain loyal. The switch rate at DELTA is less than 3%, in comparison with a national average of more than 10%. Our sales in the consumer market were relatively stable in Demand for electricity was slightly higher and that for gas slightly lower. This was because more new homes use significantly less energy than old ones. Furthermore, more climate-neutral homes are being built that use very little electricity. On account of the crisis fewer households invested in sustainable domestic energy production techniques such as solar panels and solar boilers. The rental of central heating boilers, by contrast, remained unchanged. DELTA s ambition is to offer a fast and reliable internet product at an attractive price. We increased the speed of our broadband internet connection free of charge to the customer during the year. We will also introduce a cable-based internet connection in early 2010 that will be at least four times as fast as DSL. INFRASTRUCTURE SERVICES Our network design, construction and maintenance activities are carried out by the Infrastructure Division. Under the name Multi Infra Management, DELTA provides technical infrastructure, measurement technology, public lighting, high voltage and utility services. The utility services are also provided for the maintenance and management of combined heat and power stations and wind turbines. With about 500 FTEs, Infrastructure is a large division. Its order book features several major customers, such as DNWB and Evides. Many orders are also won through DELTA s multiutility strategy, especially through cooperation with the Energy Division. Business customers can rely on DELTA for an energy contract in combination with the necessary measurement technology and customised meter reading services. delta annual report 2009

24 This approach provides a perfect insight into energy consumption in complex business operations, which for many companies is a first step towards more sustainable energy management. Towards a market-based organisation DELTA Infrastructure can look back on a good year, one in which it realised considerable efficiency gains. The company was able to lower its hourly tariff. This is necessary because the unbundling of the network operator will force Infrastructure to work even more efficiently and commercially. Infrastructure s ambition is to bring its tariffs fully into line with market rates within two years. In 2009 we set up a number of projects in accordance with the Better and Better Together system. The system uses the Lean Six Sigma model to optimise processes and the organisation and to sharpen the focus on the market. We also saved 100 ICT jobs, invested in account management and set up a central sales department. Furthermore, we made employees aware of the importance of a commercial attitude to their work and gave them more freedom to recommend other services from DELTA. 22 Lighting Technology The Lighting Technology business line designs lighting plans, advises on lighting issues and carries out lighting projects. It also has its own repair and maintenance service. Wherever possible, we offer sustainable solutions that help reduce energy consumption, CO 2 emissions and light pollution. Lighting Technology introduced a free public lighting scan for municipalities in 2009, linked to energy saving recommendations. We also won a number of public tenders for public lighting engagements, chiefly newbuild projects outside Zeeland. Technical Infrastructure Technical Infrastructure is engaged in the laying and maintenance of electricity, gas, water and communication networks. It carries out large scale projects, such as the turnkey provision of infrastructure on new housing and industrial estates, and also smaller activities such as connecting recreation parks and maintaining switchgear. This business line, the largest in the Infrastructure Division, carried out several reorganisations during the year and reduced the number of its support centres in Zeeland from four to two. High Voltage Technology DELTA provides high voltage technology services for the national grid and for corporate networks: from planning, licensing and contracting to execution and management. The High Voltage Technology Division (150 KV and higher) caters to industrial customers, including several major petrochemical companies, and also carries out maintenance work for TenneT. It won a number of new industrial customers that have their own high voltage networks in In the summer of 2009, however, the division carried out its first large scale project outside the province. In July and August we replaced more than 800 old gas and electricity meters in the municipality of Groningen with smart meters that enable the municipality to monitor energy consumption remotely and so reduce energy consumption. Utility Services The equipment that produces the energy is often an integral part of the production process. Under the name Utility Services, DELTA Infrastructure provides equipment purchasing, maintenance and management services. This requires specialised knowledge and experience. As an energy supplier and producer, we have this knowledge in-house. Our services range from clearing faults at combined heat and power stations to fitting solar panels. We are also increasingly involved in maintaining wind parks. We currently maintain more than 50% of the wind turbines in Zeeland. Measurement Technology DELTA offers a complete package of measurement technology services, from regular and specialised measurement services to various forms of monitoring for large corporate customers. We are one of the few energy companies in the Netherlands to offer these services for gas, electricity and water. Measurement Technology s customers are located chiefly in Zeeland.

25 23 Waste Management DELTA Environmental and Indaver carry out all the group s waste processing activities. DELTA Environmental is specialised in waste management. In the Netherlands our activities focus on providing turnkey customised non-hazardous and domestic waste solutions for industry and the public sector. We seek sustainable solutions such as composting, fermentation, biomass production and thermal processing. DELTA Environmental is also engaged in industrial cleaning and sludge dewatering. Indaver, in which DELTA has a 75% interest, offers sustainable and cost efficient turnkey waste management solutions to industrial customers and public authorities. Thanks to its many processing facilities coupled with those of third parties, Indaver can offer a tailored solution for every type of waste. Cooperation in waste management We continued to work on the integration of DELTA Environmental and Indaver in Indaver had already taken over the activities of DELTA Environmental Gevaarlijk Afval (hazardous waste) and continued them under the name of Indaver Gevaarlijk Afval. The aim is to integrate Indaver and DELTA Environmental into a single waste management division within DELTA in DELTA ENVIRONMENTAL In the Netherlands, DELTA s waste management activities are carried out by several business units. Industrial Cleaning and DELTA Impex (sludge dewatering) are active in the industrial market. DELTA Afvalberging specialises in the final disposal of waste in landfill sites. Only when waste can no longer be recycled or incinerated to recover energy is it sent to landfill. The landfill sites are the Derde Merwedehaven site in Dordrecht and the Noord- en Midden-Zeeland site in the industrial zone in Vlissingen-Oost. The Processing and Compost & Biomass business units process domestic and organic waste for municipalities in the southwest of the Netherlands. ZRD (Zeeuwse ReinigingsDienst) operates all Zeeland s recycling centres on behalf of the municipalities in the province and collects waste from 60,000 homes in six municipalities. The economic recession had repercussions chiefly on the business units engaged in the industrial markets. Both DELTA Industrial Cleaning and DELTA Impex saw a sharp (15-20%) drop in their order books in the first half of the year. DELTA Afvalberging also saw a decline in the waste supplied to it, not only because of the recession but also because of legislative changes prohibiting the disposal of combustible waste in landfill sites. The sheet glass recycling company, HiGH5, was sold during the year to Paté on account of its disappointing results. delta annual report 2009

26 24 Domestic waste is less cyclical and the Processing and Compost & Biomass business units accordingly reported stable revenue in Despite the strong increase in competition, our organic composting facilities processed a record volume of organic waste: more than 211,000 tonnes. Consumers who supply organic waste were offered a free bag of compost from a local recycling centre, municipal yard or compost business in April. This gesture was a way to thank municipalities and residents for separating their organic waste ZRD expanded its activities in We began to collect domestic waste in the municipality of Veere and to collect plastic separately throughout Zeeland. Waste-to-Energy The reuse of organic waste has environmental benefits. Composting it reduces CO 2 emissions and the compost itself can be used as a soil improver. To get the most out of organic waste flows, DELTA is increasingly processing more green flows into biomass. Our ambition of becoming a CO 2 -neutral business includes the fermentation of wet organic waste. We are studying the feasibility of opening more fermentation facilities alongside our interest in Ecofuels in order to process domestic organic waste and organic waste from the food industry. From chicken manure to energy The BMC biomass facility in Moerdijk is another innovative example of sustainable energy generation from waste. The Moerdijk facility converts chicken manure into energy. This initiative by DELTA, Coöperatie DEP, ZLTO and Austrian Energy & Environment was in operation for its first full year in 2009 after opening in autumn Following a number of teething problems in the opening months of 2009, it performed well throughout the rest of the year. INDAVER Indaver operates waste management systems and processing facilities for hazardous and non-hazardous waste. It specialises in recycling and energy production. All our activities are based on the principle of using renewable sources wherever possible. Maximising the energy recovery from waste flows is designed into our facilities (Waste-to- Energy). The energy is used in our own facilities and is supplied to neighbouring companies and the national grid. of industrial and hazardous waste. In the domestic and nonhazardous industrial waste market, we want to partner the public sector in Belgium, the Netherlands and Ireland. Through our Public Waste Partnerships we provide solutions that meet the needs of municipalities. We seek long-term alliances with them and invest in processing capacity jointly where possible. European position Indaver had to contend with the impact of the economic crisis in The decline in industrial activity reduced the supply of industrial waste by 15% to 20%. We accordingly reduced our cost base, took efficiency measures and postponed investments. As at DELTA Environmental, revenue from domestic waste remained stable. Indaver s strategy is to systematically expand its processing capacity and commercial activities throughout Europe. We will achieve this through both organic growth and well-considered acquisitions. We will focus initially on the countries in which our main customers are located. Indaver is active, for example, in Germany through its controlling interest (51%) in the SAV group. SAV offers integrated industrial and hazardous waste services, from collection to final processing. Its customers are chiefly chemical and pharmaceutical companies. The group is also active in soil decontamination in Germany and other European countries. SAV s AVG subsidiary produces enough energy to power 30,000 homes. Current projects As an international operator with its own processing capacity in Belgium, Germany and the Netherlands and storage sites throughout Europe, Indaver can respond to the needs of international customers. In Meath, Ireland, we are building a Waste-to-Energy plant that will process 200,000 tonnes of domestic and non-hazardous industrial waste and supply energy to 20,000 homes. The project will help Ireland meets its Kyoto Protocol goals. Indaver will build a fourth grate furnace in Antwerp in the future subject to market developments. Its energy production will be equivalent to the energy requirements of 35,000 homes. Indaver manages three million tonnes of waste in a number of European countries every year. Our aim is to be a leading player in northwest Europe in the management and processing

27 25 Solar DELTA has owned all the shares in Sunergy Investco since the beginning of The two solar energy subsidiaries, Solland and Sunergy, now work from the same technology roadmap. Sunergy is working on promising technologies for the production of silicon, the raw material for solar cells, and on processing silicon into wafers. Solland Solar s core activity is the development and production of standard solar cells and advanced backcontact solar cells (Sunweb) that convert sunlight into electricity. The ultimate goal is to reduce the overall cost of solar energy by cooperating with other companies in the value chain, such as wafer suppliers and solar module producers. The first half of 2009 was particularly hard for Solland Solar. The economic crisis made it more difficult to finance solar energy parks. Demand was weaker as a result. In addition, one of Solland s largest customers, Econcern, went bankrupt. Furthermore, Solland had to contend with worldwide overcapacity, lower prices and uncompetitive purchasing contracts. Solland Solar saw its production fall by 35%. Solland took measures in the first half of the year to lower its costs. They included a reduction in working hours, nonrenewal of 86 temporary employment contracts, renegotiation of purchasing contracts and a sharp reduction in purchasing prices. As a result, the second half of the year was considerably better and sales picked up again. Focus The solar energy market has changed in recent years from a seller s market to a buyer s market and Solland Solar has positioned itself more prominently as an actor in the knowledge industry. It has also sharpened up its strategy and decided to produce its own solar panels that can be integrated into buildings or fitted on roofs. DELTA will thus be capable of delivering directly to its customers. delta annual report 2009

28 Cooperation In mid-2009, DELTA announced it intended to enter into a strategic alliance with Scheuten of Venlo, the Netherlands. The alliance was designed to reduce costs and enable joint investments in research and development. Differences in the strategies, visions and intentions to integrate, however, meant the alliance did not go ahead. 26 In January 2010, Solland Solar concluded an agreement with AT&S of Austria for the joint development and production of solar panels. AT&S is the European market leader in printed circuit boards. This collaboration has given Solland access to the technology it uses. There are many similarities with the technology used to produce solar panels. AT&S also produces the back contact foil required for the Sunweb technology. The companies have already started to set up a pilot line to produce panels made up of Solland s advanced Sunweb cells. Concentrating the energy conductors on the back of the cell increases efficiency per Sunweb cell. Financial interests increase to 9% when the cells are connected together in a solar panel. The new production method in combination with the efficient Sunweb cell will lead to lower production costs and a higher return. Network Management DNWB is the owner and operator of the gas and electricity network in Zeeland. It is responsible for 380,000 consumer, business and public connections and for a number of statutory tasks known as the regulated domain. These tasks consists of: managing and maintaining electricity and gas transport networks efficiently to ensure their safety, stability and reliability distributing electricity and gas on behalf of energy suppliers and transporting electricity and gas to end users; supporting the liberalised energy market for both consumers and businesses, for example when switching to a different energy supplier; recording and processing meter readings and allocating gas consumption. The Office of Energy Regulation supervises the execution of these tasks. DNWB issues a separate annual report. Building a new organisation The Independent Network Management Act lays down the rules and financial ratios that network operators must comply with. Under this Act, energy companies must unbundle their network operators from their supply and production companies by 1 January 2011 at the latest. DELTA transferred beneficial ownership of the distribution networks to the autonomous network operator in The high voltage lines (150 and 380 kv) were sold to the national grid operator, TenneT, in The final step will be to spin off DNWB from the parent company, DELTA, at the end of DELTA submitted its official unbundling plan in June It was approved by the Minister of Economic Affairs in December DNWB has been working hard since 2008 on redesigning its organisation to match its new role as a fully autonomous network operator. Several new departments have been set up and existing departments have been enlarged and transferred to DNWB. At the time, the network operator had about 30 members of staff. It has since grown into a substantial organisation that is well equipped for all the tasks expected from an autonomous business. With some 100 FTEs, the organisation will concentrate in future on its strategic tasks. DNWB organised several informative meetings in 2009 to present the new autonomous network operator to its new shareholders. A new company name will be introduced in Good operating performance Despite the reduction in tariffs imposed by the Office of Energy Regulation, DNWB can look back on a good year.

29 27 The Office introduced an efficiency discount of 5.8% for electricity and 6.6% for gas. Since DNWB kept a firm grip on its costs and reduced them by the same rate, it succeeded in maintaining its results. DNWB s electricity and gas networks are amongst the most advanced and safest in the Netherlands. The average electricity outage in 2009 was 16.5 minutes, in comparison with a national average of 26.5 minutes, and the gas outage was 44 seconds, in comparison with a national average of 23 seconds. The average response time of DNWB s engineers to power interruptions throughout the province was less than 30 minutes. Contributing to sustainability Together with the other electricity network operators in the Netherlands, DNWB will construct an infrastructure to recharge electric cars. To do so, the network operators established the e-laad foundation during the year. The ambition is to build 10,000 charge points at public locations in the next ten years. Through this initiative the network operator is meeting the wishes of many public authorities to encourage the use of electric vehicles. Electric transport already makes a significant contribution to realising international, national and regional environmental and energy goals. Its rapid development will depend on car drivers being confident they can recharge their cars anywhere in the Netherlands. Together, the network operators have taken on the challenge of putting the necessary infrastructure in place. Since the development of electric transport will have a strong influence on the development of the electricity networks, it is important that they get involved at an early stage. Other DELTA has been the sole owner of the Biovalue biodiesel factory in Eemshaven since Biovalue converts rapeseed into biodiesel using a patented process in accordance with the zero pollution concept: everything that goes into the factory comes out again as a usable product. There is no waste was not a good year for Biovalue. In a market already distorted by foreign imports (chiefly from the United States), demand weakened when the blending obligation was lowered. The inevitable result was overcapacity. The decision requiring oil companies to blend 5.75% of their diesel and petrol with biofuel by 2010 therefore seems to have been reversed. Owing to the loss of demand, Biovalue was forced to suspend production for three months. Although market conditions improved as from the third quarter, the year was closed with a loss. delta annual report 2009

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31 The solar panels on the roof of the G.H. Kersten School in Borssele might not be making any money yet but they are a good reason for lessons on sustainable energy. When we built our new junior school, we made a very conscious decision for solar energy, says headmaster Chris van Koeveringe. We had a couple of small solar panels fitted to the roof. A display in the hall shows the pupils how many watts the panels are producing at any particular moment and how many kilowatt hours have been produced in total. DELTA then came up with an interesting offer. For a small monthly fee, the energy company would add three large solar panels. Together, they produce energy worth about the same amount so that we aren t out of pocket. We get even more energy and it doesn t cost us anything extra. Sun at School 29 The new panels were officially unveiled by DELTA s CEO and an executive councillor from the municipality of Borssele. Van Koeveringe: It was a festive afternoon. The children in the top two classes were first given a guest lesson. They then took part in a quiz and were all given an LED torch, and people from DELTA interviewed a number of children and parents for a video that was posted on DELTA s website. Through the Sun at School project set up especially for schools in Zeeland, DELTA is increasing the pupils awareness. Energy lessons According to Van Koeveringe the project is increasing the pupils awareness. Most of the children did not know much about sustainable energy. To get them interested, we decided to draw their attention to the display in the hall. The first one to see 1,000 watts would win a prize from the school managers. In the weeks that followed, a trainee teacher gave lessons on solar energy to children in the last two years. The school building and the solar panels are part of the community. That s why they are so appropriate in Borssele, a municipality that prides itself on its energy awareness. Everyone here is enthusiastic about our project. We are even considering applying for a subsidy to fit lots more panels soon, perhaps as many as 70. theme delta annual report 2009

32 Risks and risk management DELTA is active in a variety of markets and is exposed to the strategic, political, operational and financial risks that are inherent in the group s activities. Within this context, DELTA seeks to identify and control these risks at an early stage. 30 Management issues DELTA gave greater priority to risk analysis during the year and considered the risks in the organisation in relation to the strategy conducted and the risk management systems in place to identify the risks. We analysed the risks that are specific to DELTA and those that can better be borne by others. DELTA recognises a number of risks. To define and implement risk management measures, the risks were systematically identified and categorised into the following main groups: 1. The first category consists of internal risks. They include strategic risks, organisational risks, safety and liability risks and technical risks. a. In anticipation of the unbundling, DELTA re-evaluated the composition of its total portfolio of products and activities. The direct outcome was even higher priority to continuously reducing costs and streamlining the organisation. This will also reduce the impact of technological developments on our operating profit. b. A large number of industrial and infrastructure activities are carried out within DELTA. The safety risk is mitigated by strict working procedures, quality management systems and periodic audits. DELTA s directors and managers actively support the staff s efforts to keep the workplace safe. c. An extensive insurance package protects DELTA against losses for which it could be held liable. The liability insurance DELTA took out during the year fully recognises the network operator s new position. 2. The second category consists of external risks. They include political and regulatory risks, market risks and social risks. a. The activities DELTA undertakes are closely related to government schemes, grants, legislation and regulations. DELTA recognises the risks arising from its activities on the dividing line between public and private. This market risk is controlled in so far as possible through active participation in the public debate and the close ties DELTA has with its public shareholders. b. DELTA actively trades on the international gas and electricity markets. The prices on these markets fluctuate widely and, owing to the low rate of economic growth, the volume of sales also forms an uncertain factor. To control these risks, the Risk Oversight Committee (ROC) worked closely with the Energy Division again in The ROC ensures that DELTA s energy trading activities remain within the set risk margins. The ROC will continue to oversee the effectiveness of risk management in Its field of operations will be extended to cover all operating divisions. DELTA mapped out and classified the above risks for all parts of the DELTA group during the year and defined activities to control them. These activities are a specific part of DELTA s planning and control cycle. The operating divisions are involved in the process and are held responsible for their input so that risk management is part of their day-to-day activities. To estimate the impact the risks may have on the group s results as accurately as possible, additional attention was paid during the year to the process of quantifying risks.

33 DELTA applies the COSO (Committee of Sponsoring Organizations of the Treadway Commission) framework to identify and eliminate duplications, inconsistencies and gaps in existing risk management and internal control activities. This framework was implemented during the year to improve the systematic and permanent identification and recognition of risks. To implement this process, the operating divisions are supported by a number of group departments specialising in compliance and external reporting, internal audit and corporate risk management, strategic decision support and by the Financial Control Department. To comply with quality standards, DELTA works in accordance with various ISO and VCA certificates. To maintain and raise the required quality level, the operating divisions are supported by Business Excellence. In control statement DELTA s Executive Board is responsible for the implementation and effective operation of DELTA s internal risk management and control system. This system is designed to inform management on a timely basis of the extent to which DELTA achieves its strategic, operational and financial goals, to ensure the reliability of financial reporting and to ensure it acts in accordance with applicable legislation and regulations. Risk management is based in part on the COSO Enterprise Risk Management-Integrated Framework (COSO-ERM). Risk taking is inextricably linked to our business and the implementation of our strategy. Our risk management system enables us to control and actively monitor business risks and to take appropriate action where necessary. In view of the importance to society, high demands are made on the provision of our services, particularly with regard to their quality and safety. These demands are laid down in several laws. To fulfil them, DELTA makes substantial investments in processes and systems. Internal audits of the proper functioning of the control systems are carried out each year. For the audit of the annual financial statements, the external auditor reviews the internal control measures in place for financial reporting in so far as it is efficient within the audit scope. The external auditor reports its findings to the Executive Board, the Audit Committee and the Supervisory Board. The risk of errors, incorrect decisions and unforeseen circumstances is mitigated wherever possible. No guarantees can be given, however, on completeness. DELTA might be exposed to risks that are not yet known or that are not yet considered significant. No system of internal risk management and control can provide absolute assurance on the achievement of corporate goals nor can all inaccuracies, losses, fraud and breaches of laws and rules be entirely prevented. The Executive Board reports on and accounts for the effective operation of the internal risk management and control system to the Audit Committee and the Supervisory Board. On the basis of its evaluation and in accordance with best practice II.1.5 of the Dutch Corporate Governance Code, DELTA s Executive Board is of the opinion that, with regard to financial reporting risks in 2009, the internal risk management and control system functioned effectively and provided reasonable assurance that the financial statements for 2009 do not contain material inaccuracies. DELTA s Executive Board will continue to strengthen and professionalise the internal risk management and control system in 2010 and will continue to consider potential efficiency improvements in these processes. 31 The core elements of our risk management system for all business units are: quality systems to safeguard the provision of our services and underlying processes; crisis management organisation, procedures, training and training evaluations; regular campaigns to raise staff awareness of safety; periodic risk analyses and risk reports for the Executive Board and management team; project risk management; code of conduct and house rules; whistleblower scheme; staff selection policy (including certificates of conduct); planning & control cycle; treasury policy and reports; documentation of the internal control system and key financial processes; structured monthly and annual financial closing procedures; authorisation rules. delta annual report 2009

34 Corporate governance Enterprise, integrity, respect, supervision, transparent reporting and other forms of accountability are the main pillars of DELTA s corporate governance policy. We want to treat society s interests with care. DELTA observes the Dutch Corporate Governance Code prepared by the Tabaksblat Committee for listed companies in the Netherlands even though some of the provisions are not directly applicable to it. 32 Structure, policy and compliance DELTA N.V. is a large company within the meaning of article 154, Book 2, of the Netherlands Civil Code. The consequences that the Civil Code attaches to this status are not entirely appropriate to DELTA s governance structure. The involvement of the General Meeting of Shareholders and the Supervisory Board in the company s operations is laid down in the Articles of Association and various regulations. These documents also stipulate when proposals by the Executive Board to invest in, acquire or dispose of all or part of a business require additional approval from either the Supervisory Board or the General Meeting. The prior approval of the Supervisory Board is required if a proposed decision involves more than EUR 5 million and the prior approval of DELTA s shareholders is required for investment and similar decisions amounting to more than EUR 55 million. Executive Board Within the limits of its powers, DELTA s Executive Board has imposed a number of rules on itself in the form of the Executive Board Regulations. These regulations allocate duties to the four members of the Executive Board, define internal powers, regulate decision-making within the Executive Board and implement the rules arising from the Dutch Corporate Governance Code. The latter include rules on conflicts of interest among members of the Executive Board. Further to the internal power of attorney, the Executive Board has drawn up rules on the granting of power of attorney that came into force following their approval by the Supervisory Board in 2008 and that lay down the various powers granted to staff. Supervisory Board DELTA s Supervisory Board oversees the overall performance of the company, including the policy rules and results achieved by the Executive Board, the company s financial position and financial reporting. The Supervisory Board also acts as a sounding board for the Executive Board. To fulfil this role, the Supervisory Board s profile must match that of the company. The profile drawn up by the Supervisory Board describes the qualities required of member and candidates, subject to the right of proposal granted to the Central Works Council and the agreement between the shareholders, the Supervisory Board and the Executive Board regarding the appointment of Supervisory Board members. The Supervisory Board s composition, diversity by age, background and expertise agree with the Code. With just one female member of the Supervisory Board, only diversity by sex remains a matter of concern. Responsibilities and powers, internal decision-making procedures and the role of the chairman of the Supervisory Board are laid down in the Supervisory Board Regulations. These regulations also lay down such matters as periodic evaluation of the Supervisory Board s own performance in accordance with the provisions of the Code. In addition to the Supervisory Board Regulations, regulations have been drawn up for the Supervisory Board s Audit Committee and Strategy Committee. The Audit Committee s tasks include oversight of the risks the company wishes to take as well as matters of a financial and fiscal nature. Risk management and reporting on the policy conducted are regular points on the agendas of the Audit Committee and the full Supervisory Board. Shareholders The role of DELTA s shareholders and the powers of the General Meeting of Shareholders are laid down in the Articles of Association. DELTA s shareholders are committed and driven, partly on account of their public nature (all being municipalities or provinces). In accordance with the Code, DELTA s shareholders may in principle act in their own interests subject to the legal requirements of reasonableness and fairness. Owing to the wide-ranging powers enjoyed by DELTA s General Meeting of Shareholders under the Articles of Association, the way in which the shareholders exercise their voting rights has a significant influence on the company s performance. In a broader context, the Frijns Committee found the same situation at a large number of other companies in the Netherlands and recommended that a policy be conducted to facilitate bilateral contacts between the company and its shareholders. At DELTA such a policy has been implemented in the agreements made on periodic informal meetings between the Executive Board and the shareholders chaired by an independent third party.

35 Further to the findings of the Corporate Governance Code Monitoring Committee, these agreements may evolve into a code of conduct to ensure the correct observance of procedures between the Executive Board, the Supervisory Board and the shareholders/general Meeting and the Executive Board and Supervisory Board s appropriate consideration of the strategy to be pursued. The experience that has already been gained will be incorporated into a comprehensive review of governance at DELTA following the unbundling of DNWB, the network operator, in Dividend The Executive Board and shareholders have set out the dividend policy for the period from 2007 to 2010 in a workable long-tem vision that is acceptable to all concerned. Works Council The relationship with the Works Council and Central Works Council of the DELTA group should not go unmentioned in the context of the Articles of Association, regulations and other arrangements. The relationship is based on mutual respect, as expressed in the structured consultation between the company and the Works Council to reach agreement on the matters under discussion and the facilities of the members of the Works Council. A European Works Council was established during the year. Regulations DELTA has introduced several sets of regulations that set parameters on the performance of the various internal bodies or elaborate upon the rules applicable within DELTA. The regulations are reviewed from time to time and amended as necessary. These regulations are: - the Articles of Association - the Executive Board Regulations and the Supervisory Board Regulations - the Code of Conduct - the procedure for dealing with undesirable conduct ( whistleblower scheme ) The following have also been placed on the website: - retirement schedule for the members of the Supervisory Board - regulations of the Supervisory Board 33 Compliance To complement the activities of the compliance officer, DELTA has introduced a whistleblower scheme, as approved by the Supervisory Board, to enable employees to inform the Executive Board and/or a counsellor of suspected abuse without prejudicing their own position. Contacts with external stakeholders In view of the company s importance and position, DELTA regularly publishes its results and announces important events by means of press releases and publications on its website. delta annual report 2009

36 Report of the Supervisory Board For DELTA, 2009 was the year in which we completed our largest investment ever in Zeeland: the gas-fired Sloe power station in Vlissingen. But it was also the year in which the Dutch presence in the energy industry contracted sharply as a result of acquisitions by foreign parties. Furthermore, lengthy talks were held on the most appropriate form of governance in the energy industry. The unbundling of networks and production and supply companies had already been a topic of discussion for some time. In 2009, the talks turned to privatisation, foreign investment and the public interest. These are all issues that affect DELTA. Our position in the discussion is that the company s interests come first: how can we best carry out our activities? It goes without saying that the answer must recognise the interests of all stakeholders. 34 A turbulent year The financial crisis and the subsequent recession did not leave DELTA untouched. Major industrial customers produced less and accordingly consumed less energy and also produced less waste. Moreover, banks were more reluctant to lend and construction activity was considerably lower. Investments in sustainable solutions consequently declined, which significantly curbed the expected growth of sustainability. Politically, too, 2009 was an uncertain year as investments in sustainable energy were no longer facilitated. The government shifted its focus from green to available resources and all attention was concentrated on energy affordability. Sustainable energy became even less attractive when oil prices fell sharply, and with them the price of electricity. The political climate in Zeeland is also changing. Our shareholders are closely following what is happening elsewhere in the Netherlands. They are seeing that energy companies are being sold and other provinces and municipalities are profiting. This is understandably making them question their own positions. It is up the Executive Board, the Supervisory Board and the shareholders to remove these uncertainties by means of a clear long-term strategy and good agreements that are in the interests of the company and all its stakeholders. A delegation of the Supervisory Board (Messrs Hennekeij and Izeboud) together with the general counsel (Mr Lustenhouwer) and the secretary to the Supervisory Board (Mr van den Heuvel) began to study the most appropriate governance structure for DELTA N.V. following the unbundling. They first concentrated on the governance structure for the network operator. The scope will be widened in the course of 2010 to include DELTA N.V. with a view to modernising the ground rules for the Executive Board, the Supervisory Board and the shareholders. The study is still ongoing and must result in modern governance rules that correctly match responsibilities to powers. Supervisory Board meetings The Supervisory Board met on nine occasions in 2009 in the presence of the Executive Board members. One of these meetings was convened especially to discuss developments within the Executive Board, taking the performance of the Executive Board and the Supervisory Board as its theme. The following maters were discussed at these meetings: the strategy and the concrete steps taken to achieve it; financial matters, including the quarterly reports and the financial statements; the group plan, including the company s operational and financial goals; acquisitions, investments, disposals and cooperation with third parties; dividend policy; investment policy; financing policy; risk management; power of attorney; corporate governance; talks with shareholders within the shareholder consultation structure; compliance policy; developments in governance in the industry: liberalisation, market forces, the Independent Network Management Act and the unbundling plan; discussion with the shareholders on the positioning of the interest in Evides; developments in solar energy: strategy, investments, forms of cooperation (joint ventures, commercial), buy-out of management; major projects such as the Sloe power station, the second nuclear power station, investments by Indaver; current affairs, including the acquisition of other Dutch energy companies, the dispute with the former Essent shareholders, political developments.

37 Evides A subject that received a lot of attention from the Executive Board, the Supervisory Board and the shareholders in 2009 was the positioning of Evides. The enactment of the Drinking Water Act in 2009 increased the government s regulatory influence on the tariffs charged for drinking water and set further frameworks for the quality and supply security of drinking water. Despite assurances on the protection of the public interest, several parties still have a sense of unease about the arrangements in place within DELTA. The Province of Zeeland has expressed a preference for transferring the shares in Evides directly to public shareholders. At the request of its shareholders, DELTA analysed a series of scenarios in July-September 2009 involving the transfer of Evides shares. The main findings were discussed with the shareholders in the autumn. A precondition for all concerned is that any share transfer may not undermine DELTA s financial position or diminish shareholder value. The Executive Board, Supervisory Board and shareholders hope to agree upon a joint solution before the summer of Other issues The Supervisory Board met on several occasions without the Executive Board. The role of the Supervisory Board was also discussed during these meetings. Two ordinary shareholder meetings were held during the year, as were three informal shareholder meetings to provide detailed information on such strategic developments as the unbundling plan and investments. A delegation of shareholders also met on three occasions with a delegation of the Supervisory Board and Executive Board to discuss a number of strategic and governance issues in more detail. Meetings were also organised to inform the shareholders official and political representatives of the strategy and investments. Audit Committee The Audit Committee met on seven occasions during the year. The following issues were discussed: the Management Letter, group plan, quarterly reports, half-yearly report, financial statements, the financial results of projects and investments, risk management, IFRS, tax issues, and a number of disposal and investment proposals. The members of the Audit Committee are Messrs C. Izeboud, C.H.J. van der Luijt RA (chairman) and G.K. van der Peijl. The committee s meetings are also attended by Messrs P.G. Boerma, F. Verhagen RA, H. Snijders (secretary) and W. de Leeuw RA (Deloitte). Selection Committee The Selection Committee prepares and participates in the selection procedures for new members of the Executive Board. It is assisted by an external consultancy where necessary. All members of the Supervisory Board are involved in the final selection. The Selection Committee was involved in the selection procedure for the new Chief Commercial Officer in Mr J.J. Rieter was appointed to the position as of 1 November. The Selection Committee consists of Ms C.J.M. ter Bekke-Heijboer and Mr G.K. van der Peijl. Remuneration Committee The Remuneration Committee met on four occasions during the year and discussed the following matters: remuneration policy for and the remuneration of the Executive Board, the remuneration policy for the Supervisory Board, the employment contracts of the members of the Executive Board, targets for the Executive Board and DELTA-related supervisory directorships. The membership of the Executive Board was also considered. The members of the Remuneration Committee are Messrs E.J. Gelok and J.I. Hennekeij (chairman) and Ms C.J.M. ter Bekke- Heijboer. Mr H. van Stel (DELTA) acts as secretary to the Remuneration Committee and Mr P. Van Raaij, HRM director, as adviser. Strategy Committee The Strategy Committee met on four occasions in Together with the management, this committee follows and discusses the long-term strategy and advises the Supervisory Board. In particular, the committee considered the group s strategic position in relation to developments in solar energy and governance, also with regard to subsidiaries, joint ventures and associates. The members of the Strategy Committee are Messrs J.G. van der Werf (chairman), M.J. Wiersma and W.C.T.F. de Zeeuw. Coordination Committee The Supervisory Board decided in 2007 to appoint a Coordination Committee to advise the Executive Board. The committee met on four occasions in It consists of Messrs J.I. Hennekeij (chairman), J.G. van der Werf and C. Izeboud. Post-unbundling governance The Supervisory Board decided in December to set up a committee to review and, where necessary, modernise the existing governance structure, including the profile, size and membership of the Supervisory Board. The Articles of Association and the regulations based on them will also be considered. The committee consists of the vice-chairman and secretary of the Supervisory Board and a delegation of shareholders. It should complete its work before the end of Composition of the Supervisory Board There were no changes in the composition of the Supervisory Board in Messrs C. Izeboud, C.H.J. van der Luijt RA and M.J. Wiersma were reappointed. The Head of Corporate Affairs, Mr F.A.M. van den Heuvel, is also secretary to the Supervisory Board and in this capacity supports the Supervisory Board in the widest sense. Composition of the Executive Board The members of the Executive Board in 2009 were Messrs P.G. Boerma (Chief Executive Officer), A.S. Louter (Chief Operating Officer), J.J. Rieter (Chief Commercial Officer, as from 1 November 2009), R.A.L. Verstraeten (interim Chief Financial Officer, until 1 March 2009), and F. Verhagen (Chief Financial Officer, as from 1 March 2009). 35 delta annual report 2009

38 36 Financial statements The Supervisory Board has reviewed the annual report for 2009, the financial statements and the notes thereto as prepared by the Executive Board. It has also reviewed the Management Letter, the audit findings and the auditors report as issued by Deloitte Accountants. Based upon this information, the Supervisory Board has approved the 2009 financial statements and recommends that they be adopted by the General Meeting of Shareholders as presented. A word of thanks The Supervisory Board would like to thank DETLA s staff for their hard work and dedication in the past year. There were positive developments in all divisions: the completion of the construction of the Sloe power station, the closer cooperation between DELTA Environmental and Indaver, new products at ZeelandNet and the construction of the necessary infrastructure. All divisions, subsidiaries, joint ventures and associates had difficulties operating during the crisis. The staff, Executive Board, Supervisory Board and shareholders worked well together in many areas. It came as no surprise that some of DELTA s strategic choices were the subject of discussion in the past year. More frequently, however, DELTA was praised for its courage in continuing on its independent course, for daring to continue investing in solar energy and for its initiatives to position nuclear energy as an essential part of the energy mix. DELTA is not the biggest but it is also not the smallest. DELTA has not only prioritised sustainable energy generation but is also seeking considerable CO 2 reductions. DELTA is an energy company that does a lot more. DELTA constantly seeks to optimise its scale, its energy mix and its products and services was a difficult year but it was also a year in which the Sloe power station was completed, in which we put nuclear power on the agenda, in which we continued to believe in solar energy and in which the waste, cable and water activities were strengthened despite the crisis. We believe that DELTA s annual report presents a transparent and accessible picture of the developments and issues affecting the group in J.I. Hennekeij, Chairman On behalf of the Supervisory Board of DELTA N.V. Members of the supervisory board, SUPERVISORY BOARD J.I. (Jaap) Hennekeij (1948), chairman Nationality: Dutch First appointment: 1993 as a member and 1995 as chairman Current term: Until mid-2010 Profession/principal position: Project consultant/former member of the Zeeland Provincial Executive Other positions: Chairman of the Advisory Council of Rothuizen van Doorn t Hooft, Goes, architects and urban planners; Chairman of Coöperatieve Producentenorganisatie DELTA Zuid, Breskens; Chairman of Stichting Zeelandboek; Member of the Board of Steunfonds voor de Zeeuwse musea E.J. (Jaap) Gelok (1951), secretary Nationality: Dutch First appointment: 2002 Current term: until mid-2010 Profession/principal position: Mayor of Borsele Other positions: Member of Aanpassings- en Inrichtingscommissie Borsele; Chairman of Stichting Zeeuwse Schaapskudde; Chairman of the Supervisory Board of Sportfondsen Borsele; Chairman of Facilitair Bureau Brandweer Goes/ Borsele; Chairman of Klankbordgroep RMPK; Member of the Board of Trustees of ROC Zeeland; Chairman of the Supervisory Board of Woongoed Middelburg; Former Mayor of the municipality of Strijen Ms. C.J.M. (Conja) ter Bekke-Heijboer (1959) Nationality: Dutch First appointment: 2006 Current term: Until mid-2010 Profession/principal position: Self-employed management consultant with Mens Mentis Consultancy Other positions: Member of the Board of Trustees of Lievensberg Hospital; Chairman of the Supervisory Board of Rabobank Het Markiezaat; Member of the Board of Stichting Leergeld Bergen op Zoom C. (Kees) Izeboud (1946) Nationality: Dutch First appointment: 2002 Current term: Until mid-2013 Profession/principal position: Self-employed management consultant; Professor of the Faculty of Economics and Business Administration at VU University Amsterdam Other positions: Member of the Supervisory Board of ING Nederland N.V.; Chairman of the Supervisory Board of Kruidenier Groep B.V.; Member of the Board of Trustees of Hivos; Member of the Board of Trustees of Hivos-Triodos Fonds; Vice-Chairman of the Board of Trustees of Zorgstroom; Chairman of the Board of Trustees of Omroep Zeeland; Chairman of the Board of Trustees of Film by the Sea; Member of the Board of Trustees of Hogeschool Zeeland

39 executive board, corporate leader group and works councils C.H.J. (Kees) van der Luijt RA (1964) Nationality: Dutch First appointment: 2005 Current term: Until mid-2013 Profession/principal position: Member of the Management Board and Chief Financial Officer of Inter Access Groep Other positions: Supervisory Director of Vidomes housing association; Consultant to Arendhorst Informatica Opleidingen G.K. (Govert) van der Peijl (1939) Nationality: Dutch First appointment: 2000 Current term: Until mid-2011 Profession/principal position: Former Chairman of the Management Board of De Hoop Terneuzen B.V. Other positions: Supervisory Director of Holding De Vier Ambachten; Member of the Board of Trustees of Stichting voor Regionale Zorgverlening (SVRZ); Chairman of the Management Board of Ready Beton Hasselt; Chairman of the Management Board of Minera Antwerpen; Member of the Supervisory Board of Transport Mij. Terneuzen; Member of the Supervisory Board of De Hoop Terneuzen J.G. (Johan) van der Werf (1952), vice-chairman Nationality: Dutch First appointment: 2001 Current term: Until mid-2011 Profession/principal position: Former Chairman of the Management Board of AEGON Nederland N.V. Other positions: Member of the Supervisory Board of De Lotto; Member of the Supervisory Board of ONVZ N.V.; Member of the Supervisory Board of Zevenwouden; Member of the Board of Trustees of UMC Utrecht; Member of the Board of Pensioenfonds Cultuur; Member of the Board of Right to Play; Member of the Board of Nederlands Dans Theater M.J. (Marten) Wiersma (1949) Nationality: Dutch First appointment: 2007 Current term: Until 2011 Profession/principal position: Member of the Zeeland Provincial Executive Other positions: Member of the Board of Zeeland Seaports (ZSP) W.C.T.F. (Friso) de Zeeuw (1952) Nationality: Dutch First appointment: 2001 Current term: Until mid-2011 Profession/principal position: General Manager of Nieuwe Markten Bouwfonds Ontwikkeling B.V. Other positions: Honorary Professor of Area Development at Delft University of Technology; Member of the Board of Neprom; Member of the Supervisory Board of Movares; Supervisory Director of Spring Architecten BV; Member of the Board of Instituut voor Bouwrecht (IBR); Member of the Supervisory Board of Instituut voor de Bouw (EIB); Member of the Advisory Council of Connekt, mobility innovation network; Chairman of Stichting DDRcollectie; Chairman of Meezingkoor Waterland EXECUTIVE BOARD P.G. (Peter) Boerma (1954), Chief Executive Officer Nationality: Dutch First appointment: 1 Maart 2006 Other positions: Vice-Chairman of the Board of EnergieNed; Member of the Board of Brabants-Zeeuwse Werkgeversvereniging Zeeland; Chairman of the Board of Trustees of Zeeuwse Bibliotheek; Chairman of the Board of Trustees of Emergis (mental health care centre Zeeland) A.S. (Ad) Louter (1963), Chief Operating Officer Nationality: Dutch First appointment: 1 May 2008 Other positions: Member of the Advisory Board of Nyenrode Energy Academy; Member of the Advisory Board of Lean manufacturing; Member of Zeeland innovation network F. (Frank) Verhagen RA (1961), Chief Financial Officer Nationality: Dutch First appointment: 1 February 2009 J.J. (Jaap) Rieter (1962), Chief Commercial Officer Nationality: Dutch First appointment: 1 November delta annual report 2009

40 CORPORATE LEADER GROUP CENTRAL WORKS COUNCIL 38 This group comprises the Executive Board and: Director of the Energy Division G. (Guido) Custers (1966) Director of the Infrastructure Division E. (Erik) Duim (1952) Director of the Comfort Division P.P.C. (Pascal) de Klerk (1967) Director of the Environmental Division P. (Peter) Louwman (1960) Chief Executive Officer of Indaver R. (Ronny) Ansoms (1951) Managing Director of Solland Solar H.J.M. (Henk) Roelofs (1957) as from April Director of Human Resource Management P.B. (Paul) van Raay (1951) General Counsel C. (Colin) Lustenhouwer (1955) Manager, Strategic Decision Support Ms V.C.L.M. (Veronique) Heins RA (1967) Manager, Customer Service Centre H.J.M. (Harriëtte) Hesselmans (1959) Manager Business Excellence M.A. (Michel) van Neutigem (1960) Manager Business Information Services J.J.D.M. (Jos) Pielage (1951) Manager Corporate Affairs F.A.M. (Frank) van den Heuvel (1965) Manager Corporate Communication Ms M. (Mirjam) van Zuilen MCC (1958) Deputy Director of Finance and Control H.S.C. (Harry) Snijders (1948) J.M. (Hans) de Feijter (1949) Environmental Division Works Council (chairman); since September 2009: Staff Services/SSCs Works Council A. (Bram) Nonnekes (1952) Energy Division Works Council (secretary) C. (Kees) Joosse (1956) Staff Services/SSCs Works Council (vice-secretary) H.A.M. (Harrie) Martens (1955) Infrastructure Division Works Council (vice-chairman) Other members Ms K. (Karin) Aspeslagh (1968) Environmental Division Works Council M.P. (Pepijn) van den Berg (1974) CSC Works Council L. (Leen) Boer (1955) Infrastructure Division Works Council J.H. (Jaspert) Heijnsdijk (1947) until July 2009 Staff Services/SSCs Works Council B. (Bart) van Houte (1956) Comfort Division Works Council (chairman) M. (Maurice) de Jong (1968) Solland Solar Works Council (chairman) J.G.T. (Theo) Nieuwburg (1958) Infrastructure Division Works Council (secretary) B. (Bur) van Nugteren (1971) Environmental Division Works Council E.Y.M. (Etiënne) Poppe (1958) as from September 2009 Environmental Division Works Council A. (Axel) Schäfer (1964) Solland Solar Works Council European Works Council J.M. (Hans) de Feijter, DELTA N.V. Netherlands Central Works Council (chairman) L. (Leen) Boer, DELTA N.V. Netherlands Central Works Council A. (Bram) Nonnekes, DELTA N.V. Netherlands Central Works Council C. (Kees) Joosse, DELTA N.V. Netherlands Central Works Council A. (Axel) Schäfer, Solland Solar Works Council E. (Eric) Demaertelaere, Indaver Belgium Works Council G. (Guy) Smits, Indaver Belgium Works Council (secretary) R. (Rainer) Martens, SAV Germany Works Council R. (Rudi) Wachtel, SAV Germany Works Council Employer s delegation: P.G. (Peter) Boerma, Chief Executive Officer, DELTA N.V. P.B. (Paul) van Raay, Director of HRM, DELTA N.V. A.J. (André) van Os, Secretary of Works Council

41 Financial statements Consolidated financial statements 2009 Consolidated statement of financial position as at December Consolidated income statement Consolidated statement of comprehensive income Consolidated statement of changes in equity Consolidated statement of cash flows Accounting policies Notes to the consolidated statement of financial position Notes to the consolidated income statement Notes to the consolidated statement of cash flows Notes to the operating segments Consolidated companies Non-consolidated companies Company financial statements Company statement of financial position Company income statement Notes to the company financial statements Other information Profit appropriation Auditors report DELTA in financial figures, consolidated DELTA Key figures Definition of financial ratios

42 Consolidated statement of financial position as at 31 December 2009 (before profit appropriation) (x EUR 1,000) NON-CURRENT ASSETS notes Intangible assets 1 514, ,441 Property, plant and equipment 2 1,002,159 1,015,770 Joint ventures, associates and other investments 3 548, ,274 Loans to joint ventures, associates, etc. 4 15, ,808 Other financial assets 4 54,468 53,348 Deferred tax assets 4 88,580 95,395 Derivatives 5 179, ,530 Financial assets 886,432 1,102,355 Total non-current assets 2,403,469 2,694,566 Inventories 6 33,040 32,520 Construction contracts 6 2, Total inventories 35,110 33, Trade receivables 7 339, ,985 Current tax assets 7 35,067 18,497 Other receivables 7 87, ,688 Assets held for sale 7-53,069 Derivatives 5 272, ,525 Total receivables 735, ,764 Total current assets 770, ,873 Cash 8 59,137 55,025 Total assets 3,232,961 3,635,464 EQUITY AND LIABILITIES Equity 1,251,014 1,263,750 Profit for the year 7, ,916 Equity attributable to owners of the company 1,258,105 1,364,666 Non-controlling interests 54,369 68,302 Group equity 1,312,474 1,432,968 Provisions 9 92, ,269 Retirement benefit obligations 9 20,936 20,169 Financial liabilities , ,243 Deferred tax liabilities 11 60,454 63,664 Deferred revenue 11 54,543 60,097 Other liabilities , ,494 Derivatives 5 186, ,453 Total non-current liabilities 993,279 1,373,389 Trade payables , ,968 Current tax liabilities 12 96,307 80,980 Deferred revenue 12 14,950 13,050 Other liabilities , ,427 Bank borrowings 12 96, ,391 Derivatives 5 334, ,292 Current liabilities 927, ,108 Total liabilities 3,232,961 3,635,464

43 Consolidated income statement (EUR 1,000) notes DELTA N.V DNWB 2009 DELTA N.V Revenue 13 1,967, ,406 2,210,774 Cost of sales 14 (1,403,333) (18,531) (1,649,250) Gros operating margin 563,933 82, ,524 Other gains and losses (third parties) 15 32, ,112 Fair value gains and losses on the trading portfolio 16 33,912 - (12,783) Gross margin 630,086 82, ,853 Third-party services ,417 35, ,572 Employee benefits expense ,349 7, ,689 Depreciation, amortisation and impairment ,243 21,543 92,448 Other operating expenses 20 18, , Total net operating expenses 659,321 64, ,594 Earnings from operations (29,235) 18,048 73,259 Share in profit of joint ventures and associates 21 67,751 1,075 46,568 Operating profit 38,516 19, ,827 Net finance costs 22 (29,500) (7,121) (5,429) Profit before tax 9,016 12, ,398 Income tax expense 23 (2,139) (1,274) (14,620) Profit for the year from continuing operations 6,877 10,728 99,778 Profit for the year from discontinued operations 24 3,306-1,645 Profit for the year 10,183 10, ,423 Attributable to: Non-controlling interests 3, Owners of DELTA N.V. 7,091 10, ,916 The Minister approved the plan to unbundle the company on 2 December. The plan details the legal unbundling of the network operator (DNWB) and DELTA N.V. The unbundling should be completed by the end of DELTA N.V. has opted to present the network operator s income statement separately in these financial statements from the holding company s consolidated income statement in order to clarify the impact of the unbundling of the network operator. delta financial statements 2009

44 Consolidated statement of comprehensive income (x EUR 1,000) notes DELTA N.V DELTA N.V Profit for the year 10, ,423 Other comprehensive income: Effective portion of gains and losses on cash flow hedges 5 Energy derivatives (69,137) (69,133) Reclassification - adjustments 35,612 (55,736) (33,525) (124,869) Interest rate derivatives (8,396) (3,317) Reclassification - adjustments 6,117 (6,811) (2,279) (10,128) Income tax 9,204 34, (26,600) (100,005) Share of other comprehensive income of joint ventures and associates Share of other comprehensive income of joint ventures and associates (18,163) 4,178 Reclassification - adjustments - - Income tax - - (18,163) 4,178 Translation reserve differences Translation reserve differences (13) 239 Reclassification - adjustments - (156) Income tax (13) 83 (13) 83 Other movements Other movements Reclassification - adjustments (244) - Income tax (183) 377 Total other comprehensive income (44,959) (95,367) Total comprehensive income for the year (34,776) 6,056 Total comprehensive income attributable to: Non-controlling interests 2, Owners of DELTA N.V. (37,391) 5,468 * The share in the other comprehensive income of joint ventures and associates relates almost entirely to movements in the hedge reserves of joint ventures. Until the end of 2008, movements arising from transactions between owners, movements in the hedge reserve, the other comprehensive income of interests in joint ventures and associates, the translation reserve (owing to the translation of the financial statements of a foreign activity) and other items were disclosed in the statement of changes in equity. With effect from 1 January 2009, IAS 1 has been revised and these movements must be reported as other comprehensive income in the statement of comprehensive income. Other comprehensive income is recognised together with comprehensive income in the statement of changes in equity.

45 Consolidated statement of changes in equity (x EUR 1,000) Total share capital statutory reserve hedge reserves other reserves retained earnings non controlling interests Balance at 1 January ,433,444 6, ,941 64,497 1,107, ,530 16,981 Change in the consolidation (297) (297) Equity contributions by third parties 58, ,822 Profit appropriation for 2007 / payment of dividend (57,265) - (29,093) - 86,358 (114,530) - Movements for capitalised development costs - - 1,345 - (1,345) - - Transfers for put option liabilities (7,792) (7,792) Total comprehensive income 6,056 - (2,294) (100,005) 6, , Balance at 31 December ,432,968 6,937 92,899 (35,508) 1,199, ,916 68, Balance at 31 December ,432,968 6,937 92,899 (35,508) 1,199, ,916 68,302 Transaction with owners (31,944) (18,712) - (13,232) Profit appropriation for 2008 / payment of dividend (50,458) - (9,329) - 59,787 (100,916) - Movements for capitalised development costs - - (10,499) - 10, Transfers for put option liabilities (3,316) (3,316) Total comprehensive income (34,776) - (18,163) (26,128) (191) 7,091 2,615 Balance at 31 December ,312,474 6,937 54,908 (61,636) 1,250,805 7,091 54,369 The transaction between owners relates to the acquisition of a non-controlling interest in Sunergy Investco B.V. On the increase of the interest in Sunergy Investco B.V., IFRS 3 was adopted ahead of schedule. Goodwill was treated as a transaction between owners and is therefore not recognised. The statutory reserve relates in part to undistributed profit from non-controlling interests. The statutory reserve and the hedge reserve are not freely distributable. Following the acquisition of the non-controlling interests in Sunergy Investco B.V. and Solland Solar Energy Holding B.V., noncontrolling interests relate principally to the non-controlling interest held by NEIF (NIBC European Infrastructure Fund) in the German waste management company SAV. The transfer to liabilities in respect of put options relates to the owners of the non-controlling interest in Indaver. delta financial statements 2009

46 Consolidated statement of cash flows (x EUR 1,000) FROM OPERATING ACTIVITIES Operating profit (29,235) 73,259 Cash flow from discontinued operations 51,535 2,755 Fair value gains and losses on the trading portfolio (33,912) 12,783 Adjustment for deferred revenue (5,554) (7,063) Depreciation, amortisation and impairment 191,243 92,448 Movements in provisions (11,730) (6,143) Movement inventories (2,001) (6,179) Movement in trade receivables 39,207 (29,907) Movement in trade payables 118,524 (30,783) Movement in other receivables/payables (10,636) 30,681 Other movements (2,347) (1,969) From operating activities 305, , Cash flows arising from dividends received from joint ventures and associates 30,423 54,751 Cash flows arising from finance income and cost (29,500) (5,429) Cash flows arising from income tax 4,716 (19,624) Cash flow generated by operating activities 310, ,580 FROM INVESTING ACTIVITIES Investments in intangible assets and property, plant and equipment (109,390) (166,060) Investments in subsidiaries and associates (after deduction of cash acquired) (58,920) (220,247) Disposal of subsidiaries and associates (after deduction of cash disposed) - 18,832 Movements in other financial assets 206,083 (84,690) Cash generated by/(used in) investing activities 37,773 (452,165) FROM FINANCING ACTIVITIES Movement in bank borrowings (8,317) 29,055 Movement in non-current liabilities (285,619) 256,101 Dividend payments (50,458) (57,265) Equity contributions by third parties - 58,822 Cash (used in)/generated by financing activities (344,394) 286,713 Movements in cash flow during the year 4,112 (5,872) Cash and cash equivalents at the beginning of the year 55,025 61,186 Cash and cash equivalents at the end of the year 59,137 55,314 Exchange differences - (289) Net cash in the consolidated statement of financial position 59,137 55,025

47 Accounting policies 1. GENERAL DELTA N.V. is a public limited liability company incorporated under Dutch law, and is the parent company of a number of subsidiaries active in: the generation, transportation and supply of energy, the provision of environmental services in the fields of waste management and industrial cleaning, the provision of cable services for both analogue and digital television and for internet and digital telephony, the development and generation of sustainable wind and solar energy and biodiesel, water activities. The group also has interests in a number of joint ventures and associates. The owners of DELTA N.V. are the Province of Zeeland, the municipalities of Zeeland, certain municipalities of South Holland and North Brabant and the Provinces of South Holland and North Brabant. DELTA N.V. is registered in accordance with its Articles of Association at Poelendaelesingel 10, Middelburg. The following changes occurred in the consolidation in 2009: 1. Acquisition of S Energy s interest in Sunergy Investco B.V. on 4 March 2009, through which DELTA N.V. became 100% owner. DELTA N.V. had previously held a 55.11% interest. The consideration amounted to EUR 32.0 million. The fair value (equal to net asset value) was EUR 13.2 million. As a result of the early adoption of IFRS 3 (Revised) Business Combinations, this acquisition is treated as a transaction between owners. 2. Incorporation of and acquisition of a 49% interest in NPG Willebroek N.V % increase in the equity interest held in Solland Solar Energy Holding B.V. to 100% as of 30 September Goodwill arising on acquisition amounted to EUR 3.8 million. The option to acquire the 10% interest had been recognised for EUR 7.1 million. The EUR 3.3 million difference has been deducted from the original goodwill of EUR 71.3 million. 4. Increase in the 70% interest in High5 Recycling Group N.V. to 100%. This company has since been sold. 5. Sale of activities on Curaçao. 45 Goodwill arising on the acquisition by Indaver of SAV in 2008 was remeasured in 2009 following a further analysis of fair value. Goodwill was written down by EUR 13.7 million to EUR 87.8 million as a result of fair value adjustments to land and other items of property, plant and equipment. The functional currency is the euro. Unless otherwise stated, all amounts are presented in thousands of euros. The Supervisory Board signed these financial statements for 2009 and released them for publication on 29 March The Supervisory Board will present the financial statements to the General Meeting of Shareholders for adoption on 21 June DELTA N.V. has exercised the option provided for in Title 9, Book 2, of the Netherlands Civil Code to prepare the company financial statements using the IFRS policies applied in the consolidated financial statements with the exception of subsidiaries and interests that are measured at net asset value. The company income statement is presented in abridged form on the basis of article 402, Title 9, Book 2, of the Netherlands Civil Code. delta financial statements 2009

48 Compliance with IFRS and summary of changes in IFRS accounting policies The company s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB), and the interpretations issued by the International Financial Reporting Interpretation Committee (IFRIC) of the IASB, as approved by the European Commission up to 31 December In comparison with the previous financial year, the following new guidelines or supplements/improvements have been issued by the IASB and approved by the European Commission for adoption within the European Union. Changes not yet approved by the European Commission are not summarised below. Standards and supplements/improvements that did not apply to DELTA N.V. in 2009 are not summarised below but have been included in the accounting procedures for subsequent years. A: DELTA applied the following standards and improvements in its financial statements for 2009: New standards 1. IFRS 8 Operating Segments. This standard applies for annual periods beginning on or after 1 January 2009 and replaces IAS 14 Segment Reporting. The main changes from the former standard are that IFRS 8 provides more guidance on the identification of segments. This new standard has no impact on the reporting of DELTA s operating segments. 46 Amended standards 2. IAS 23 (Revised): revised version of IAS 23 Borrowing Costs. This standard requires entities to capitalise borrowing costs payable for the acquisition, construction or production of a qualifying asset. DELTA had already opted to capitalise such costs on the introduction of IFRS and this change accordingly has no impact on DELTA s figures. 3. IAS 1 (Revised): revised version of IAS 1 Presentation of Financial Statements. This standard includes revised presentation requirements, in particular with regard to the presentation of income and expense. DELTA has opted to maintain the income statement in its previous form and to present a supplement for other comprehensive income. The new IAS 1 requires the following items to be presented in the statement of changes in equity: a. comprehensive income for the period, showing separately the total amounts attributable to owners of the parent company and to non-controlling interests; b. the amounts of transactions with owners in their capacity as owners, showing separately contributions by and distributions to owners. The amounts referred to under b) must be disclosed separately in the statement of changes in equity. The comprehensive income referred to under a) is the change in equity during the period as a result of transactions and other events, other than changes resulting from transactions with owners in their capacity as owners. It may be presented in one or two statements. DELTA has opted to present it in two statements. IAS 1 includes definitions of the following terms: Consolidated income statement This includes the total of income less expenses, excluding the components of other comprehensive income. Other comprehensive income Other comprehensive income comprises items of income and expense (including reclassification adjustments) that are not recognised in profit or loss as required or permitted by other IFRSs. The components of other comprehensive income include: a. changes in revaluation surplus (see IAS 16 and IAS 38) b. actuarial gains and losses on defined benefit plans recognised in accordance with paragraph 93A of IAS 19 c. gains and losses arising from the translation of the financial statements of a foreign operation (see IAS 21) d. gains and losses on remeasuring available-for-sale financial assets (see IAS 39) e. the effective portion of gains and losses on hedging instruments in a cash flow hedge (see IAS 39).

49 Reclassification adjustments are amounts reclassified to profit or loss in the current period that were recognised in other comprehensive income in the current or previous periods. Amended standards, early adoption: 4. IFRS 3 (Revised): revised version of IFRS 3 Business Combinations. The main changes relate to the treatment of acquisitions for items such as cost, goodwill and purchase in parts and sale of joint ventures and associates with or without retention of control. This standard is applicable as from 1 January 2010; earlier adoption is permitted. In the case of earlier adoption, IAS 27 (Revised) must be adopted at the same time. DELTA has adopted IFRS 3 (Revised) earlier for the acquisition of 44.89% of the issued capital of Sunergy Investco B.V. DELTA already held 55.11% of Sunergy Investco B.V. s issued capital. The difference between acquisition cost and fair value has been recognised in equity as a transaction between owners. The 10% non-controlling interest in Solland Solar Energy Holding B.V. had already been recognised under goodwill and current liabilities. The goodwill is now recognised at the value resulting on the date of acquisition. 5. IAS 27 (Revised): revised version of IAS 27 Consolidated and Separate Financial Statements. This revision relates to the disposal of part of an interest held in a subsidiary, joint venture or associate. It is applicable as from 1 January 2010; earlier adoption is permitted. Since IFRS 3 (Revised) had already been applied in 2009, IAS 27 (Revised) has also been applied early. This has had no impact. New interpretations: 6. IFRIC 13 Customer Loyalty Programmes. This interpretation considers the treatment of customer loyalty programmes. DELTA operates the DELTA PlusPunten programme, which does not qualify as a customer loyalty programme. The accounting treatment of amounts paid out to date (as advance payments) need not be amended as a result of this interpretation. There is no impact on the financial statements for IFRIC 14 IAS 19 The Limit of a Defined Benefit Asset, Minimum Funding Requirements and their Interaction. This interpretation considers the limit of a defined benefit asset, minimum funding requirements and their interaction. There is no impact on the financial statements for Annual improvements (published by the IASB in May 2008): 8. The IASB publishes necessary but non-urgent improvements as part of its annual improvement process. IAS 36 Impairment of Assets requires the provision of more detailed information if departures arise from estimates. Estimates are used to determine value in use. All other improvements have no or only limited influence on, in particular, the notes. B: DELTA has not yet adopted the following standards and improvements in its financial statements for 2009: Certain standards, supplements, improvements and IFRICs approved by the EU that had not taken effect at the end of the reporting period were not adopted early. The following standards are concerned: 1. IFRS 5 (Improvement 2008) Non-Current Assets Held for Sale and Discontinued Operations: considers plans to sell a subsidiary whereby control will be lost. 2. IFRIC 17 Distributions of Non-cash Assets to Owners: to date DELTA has distributed cash dividends only. 3. IFRIC 18 Transfer of Assets from Customers: this interpretation provides standards on the treatment of assets obtained from customers (or cash obtained from customers to acquire assets) necessary to connect the customer to a network or to provide the customer with access to a supply of goods or services. Transfer of assets rarely occurs. Cash received from customers for connections is treated as a third-party contribution and is released at the same rate as the associated asset is depreciated. In the management s view, the fact that these new and/or amended standards have not been adopted early does not distort the view provided of DELTA s financial position. delta financial statements 2009

50 Government grants Government grants are recognised when it is reasonably certain that the conditions to receive the grant are or will be met and that the grants have been or will be received. On capitalisation of investment projects, grants and contributions to construction costs received are deducted from the acquisition cost of the assets. Operating grants are usually deducted from procurement costs. Tax facilities are recognised on computation of the tax liability. Estimates and assumptions The preparation of financial statements entails the use of estimates and assumptions based on past experience and on factors that are acceptable in the management s judgement. These estimates relate mainly to revenue from supplying and transporting electricity and gas to the domestic and small-business market, owing to staggered meter readings, to deferred tax assets and to the recognition of the provisions. These estimates and assumptions affect the figures in the financial statements, which may vary from the actual figures. The effects of changes in estimates are recognised prospectively in the income statement. Changes in estimates can also lead to changes in assets and liabilities or in components of equity. Such changes in estimates are recognised in the period in which they occur. 48 Impairment of assets Impairment test are carried out during the year to determine whether there are indications that the carrying amount of assets has been impaired. If so, an estimate is made of the asset s recoverable amount, equal to the higher of fair value less costs to sell and value in use. Value in use represents the present value of estimated future cash flows, based on internal business plans approved by management, discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Goodwill is tested for impairment annually. An impairment loss is recognised if the carrying amount of the asset or the cash-generating unit to which the asset belongs exceeds the recoverable amount. Impairments of assets in a cash-generating unit are first deducted from the carrying amount of goodwill allocated to cash-generating units (or groups of units) and then, pro rata, from the carrying amount of the other assets in the unit (or group of units). The assets are never carried at less than their individual recoverable value. Impairment losses may be reversed if it is established that there has been a change in the basis on which the recoverable amount was previously determined, but only to the extent that the carrying amount of the asset after such reversal does not exceed the carrying amount of the asset, less depreciation, if no impairment had taken place. Impairment losses on goodwill are not reversed. Impairment losses and reversals thereof are recognised in profit or loss. Developments in 2009 The world had to contend with the financial crisis and the resultant economic crisis in the course of Owing to the loss of financial incentives (both to finance investments and to subsidise the purchase of goods and services), the sustainable energy market completely collapsed in This crisis did not leave DELTA untouched; it too was confronted with falling demand and associated pressure on prices and in consequence falling revenue from virtually the entire product and service package. In the light of these developments, sustainable energy plans for the coming years were reviewed and revised. DELTA remeasured the value in use of the business units concerned, which resulted in a downward adjustment of the recoverable value and thus in write-downs in a number of areas.

51 Segment information Further information is provided by business segment. Segmentation reflects DELTA N.V. s management and internal reporting structure. Supplies between segments are settled at market rates. Foreign currencies Assets and liabilities held in foreign currency are translated at exchange rates prevailing at the end of the reporting period. Differences resulting from movements in exchange rates are recognised in profit or loss in so far as they do not relate to the net investment in foreign entities, in which case they are recognised in equity as part of other comprehensive income. Income and expenses denominated in foreign currency are translated into euros at exchange rates prevailing at the time of the transaction. 2. BASIS OF CONSOLIDATION The consolidated financial statements comprise the financial data of DELTA N.V. and its subsidiaries. Subsidiaries are legal entities and partnerships in which control is exercised of the management and of the operating and financial policy. Existing and potential voting rights that can currently be exercised or converted are taken into account in assessing control. The existence of other agreements that allow DELTA N.V. to determine the operating and financial policy are also taken into account. Subsidiaries are included in the consolidation from the date on which control is obtained. Consolidation is discontinued with effect from the date on which control no longer exists. Subsidiaries are consolidated in full, with 100% of equity and profit or loss being included in the consolidation. If DELTA s interest in a subsidiary is less than 100%, the non-controlling interest is recognised separately in the statement of financial position and the income statement. In the case of put options, the corresponding non-controlling interest is classified as current or non-current liabilities. Acquisitions are accounted for by means of the purchase method. Under IFRS 3 (approved by the EU in 2004), acquisition cost is increased with costs directly attributable to the acquisition. Under IFRS 3 (Revised), costs directly attributable to the acquisition are no longer treated as costs of business combination but are recognised directly in profit or loss. Subsidiaries accounting policies are changed where necessary to ensure consistency with the policies applied by DELTA STATEMENT OF FINANCIAL POSITION The financial statements are prepared in accordance with the historical cost convention with the exception of the measurement of the fair value of derivatives (financial instruments). All transactions in financial instruments are accounted for on the transaction date. 3.1 Intangible assets Intangible assets comprise goodwill arising on acquisition, development costs, software, customer records and acquired transport rights. Goodwill Goodwill represents the positive difference between the acquisition cost of subsidiaries and the fair value of the acquisition. Goodwill arising on the acquisition of subsidiaries is recognised as an intangible asset. Goodwill arising on the acquisition of an interest in a joint venture or an investment in an associate is included in the cost of the relevant investments. If the cost is lower than the fair value of the identifiable assets, liabilities and contingent liabilities acquired (negative goodwill), the difference is recognised directly in profit or loss. The carrying amount of goodwill comprises historical cost less accumulated impairment losses. Goodwill is not amortised. Annual impairment tests are performed to identify any impairment of goodwill. For the purposes of these tests, goodwill is allocated to cash-generating units. If a transaction qualifies as a transaction between owners, the difference between acquisition cost and fair value is recognised in equity. delta financial statements 2009

52 Development costs Development costs are carried at historical cost and are amortised over a period of ten years in accordance with the pattern of the additional cash flows generated by the process knowledge obtained. Software Capitalised software is carried at historical cost less amortisation. In principle, straight-line amortisation is applied over a period of five years. Useful life is assessed annually. Any adjustments are accounted for prospectively. Customer contracts Customer contracts are carried at cost of acquisition and are amortised in accordance with the pattern of the additional cash flows generated by the customer contracts acquired. Transport rights Transport rights are carried at cost and amortised on a straight-line basis over a period of 20 years. Useful life is assessed annually. Any adjustments are accounted for prospectively Property, plant and equipment Property, plant and equipment are carried at cost less accumulated straight-line depreciation based on estimated useful life determined on the basis of technical and economic criteria with due allowance for estimated residual values, less any accumulated impairment losses. Grants and contributions received from third parties towards the cost of constructing property, plant and equipment are deducted from the carrying amount of the assets. Property, plant and equipment also include a discounted estimate of the amount required to cap landfill sites when full, based on the actual landfill capacity used in the reporting period. Changes in residual values as a result of technical and economic developments and the consequences of applying a different discount rate are recognised in the carrying amounts of the assets concerned and recognised in profit of loss in future years by means of depreciation. In the case of assets which have been fully depreciated, the difference is recognised in profit or loss immediately. External financing expenses for assets (construction period interest) are included in the cost if they are directly attributable to the asset. If assets consist of components with different depreciation periods and residual values, the components are recognised separately. Investments to replace components are capitalised, with simultaneous retirement of the components replaced. The estimated useful life and estimated residual value are assessed annually during the preparation of the business plan. If impairment tests indicate any impairment, the carrying amount is adjusted. Property, plant and equipment under construction are recognised in the statement of financial position at cost incurred for materials and services, direct man-hours and an appropriate proportion of directly attributable overhead costs and borrowing costs directly attributable to the asset at the end of the reporting period. DELTA N.V. surrendered the cross-border gas infrastructure lease in Indaver entered into a cross-border lease with an American investor in 1999 regarding the use of lines 1 and 2 of the incinerator plant in Doel. As part of the transaction the company retained legal and beneficial ownership. These assets are therefore recognised in the consolidated financial statements in accordance with the accounting policies applied for property, plant and equipment.

53 3.3 Financial assets General A business combination is the bringing together of separate entities or activities in one reporting entity. A business combination that falls within the scope is accounted for in accordance with the acquisition method, in which the following steps are taken: 1. identification of the acquirer; 2. measurement of the cost of the business combination; 3. allocation of the cost of the business combination on the acquisition date. The cost of a business combination is the sum of the fair value, on the date of exchange, of assets sold, liabilities entered into or assumed and equity instruments issued by the acquirer. Under IFRS 3 (as approved by the EU in 2004), the sum is increased for costs directly attributable to the business combination. Under IFRS 3 (Revised) the costs directly attributable to the acquisition are no longer recognised as cost of the business combination but are recognised directly in profit or loss. Goodwill is measured as the value by which the cost of the business combination exceeds the acquirer s interest in the net fair value of identifiable assets, liabilities and contingent liabilities. Negative goodwill is recognised directly in profit or loss and non-controlling interests are recognised in equity. Joint ventures, associates and other investments Joint ventures are contractual arrangements whereby DELTA and one or more other parties undertake economic activities that are subject to joint control by all parties. Associates are entities over which DELTA N.V. directly or indirectly has significant influence, but not control. Generally speaking, this refers to entities in which DELTA N.V. can exercise between 20% and 50% of the voting rights. Interests in joint ventures and investments in associates are recognised in the consolidated financial statements using the equity method. In accordance with this method, the investments are initially carried at cost, including goodwill. The share in profit or loss is recognised each year; dividend distributions are deducted from the carrying amount. Accumulated losses of a joint venture or associate in excess of the carrying amount are not recognised unless DELTA N.V. has an obligation to settle such losses or has made payments to do so. 51 Other investments are investments in entities in which DELTA N.V. has an interest of less than 20%. These are carried in the consolidated financial statements at fair value, unless insufficient information is available, in which case they are carried at cost. DELTA N.V. has opted to measure fair value at net asset value. Undistributed profits of a joint venture or associate and direct increases in equity at a joint venture or associate whose distributions cannot be received without restriction are added to the statutory reserve as part of other comprehensive income. Gains or losses on other investments are taken to the statutory reserve for joint ventures and associates as part of other comprehensive income. Other financial assets Loans to joint ventures, associates and third parties are carried at face value, i.e. amortised cost. Where necessary, an allowance is recognised for doubtful receivables and is deducted from the carrying amount. Deferred tax Financial assets include deferred tax assets resulting from the difference between the carrying amounts for accounting purposes and the corresponding tax bases, and deductible tax losses. Deferred tax assets and liabilities are recognised at face value calculated at standard income tax rates enacted or substantially enacted at the end of the reporting period. Deferred tax assets are recognised to the extent that it is probable that there will be sufficient future taxable profits against which to utilise them. The carrying amount of deferred tax assets is reviewed each year. 3.4 Inventories Inventories are carried at the lower of weighted average cost on as first-in-first-out (FIFO) basis and net realisable value, less a provision for obsolescence. Impairment losses on inventories are recognised in profit or loss and disclosed separately. delta financial statements 2009

54 3.5 Construction contracts DELTA N.V. applies the percentage of completion method to determine costs and revenues for construction contracts that are recognised in the income statement for the reporting period. Production measurements are used to determine the stage of completion. Work in progress on construction contracts is recognised at cost less a provision for probable losses and less invoiced instalments. The profit realised in proportion to the percentage of completion is included in the carrying amount if it can be reliably determined. 3.6 Receivables In view of their typically short maturity, trade receivables, other receivables and accruals and deferred revenue are carried at fair value, less an allowance for doubtful receivables. Impairment losses are recognised in profit or loss if it can be objectively established that the amounts concerned are irrecoverable. 3.7 Non-current assets held for sale and discontinued operations DELTA N.V. classifies an asset (or a group of assets) as held for sale if its carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when a sale is highly probable and the non-current asset is available for immediate sale in its present condition and the transaction is expected to take pace within one year. 52 Where a group of assets is held for sale, directly attributable liabilities are also included in the carrying amount. Non-current assets classified as held for sale are measured at the lower of their previous carrying amount and fair value less costs to sell and depreciation is discontinued. Impairment losses are recognised in profit or loss. 3.8 Cash Cash includes not only cash but also cash equivalents that can be converted into cash with no material risk of impairment. Cash is carried at fair value. 3.9 Equity Movements in equity are presented in the consolidated statement of changes in equity. The company s authorised capital amounts to EUR 9,080,000, divided into 20,000 shares, each with a nominal value of EUR 454. At 31 December 2008 EUR 6,937,120 was issued and paid up. No changes occurred during Dividends are recognised as a liability in the period in which they are declared. Capital management DELTA N.V. s capital management policy is to centralise the management of cash and the raising of funds in the holding company, DELTA N.V., wherever possible. A financing plan is drawn up annually on the basis of the business plans to give direction to the activities of DELTA N.V. s Treasury. This includes the annual determination of the ratio of current to non-current borrowings. To achieve the flexibility necessary for strategic projects, DELTA N.V. has a stand-by credit facility of up to EUR 500 million. It may also access the capital market in other ways when required Provisions Provisions are recognised in respect of the actual liabilities, enforceable in law, relating to the business activities. The provisions are carried at the present value of the expected expenditure. Present value is computed using a discount rate before tax reflecting the current market view of the time value of money. The expenditure expected within one year of the end of the reporting period is included in current liabilities Employee benefits Provisions for retirement benefits and health insurance costs are determined on an actuarial basis. These obligations are disclosed separately in the statement of financial position. This is only the case at the group company, Indaver. Indaver provides post-employment benefits for most of its employees.

55 These benefits are provided under defined contribution plans and defined benefit plans by means of an insurance scheme or an unfunded scheme. For the defined contribution plan, contributions paid are recognised directly in profit or loss. For the defined benefit plan, the cost of each benefit payment is determined separately using the actuarial Projected Unit Credit Method. The company recognises part of the actuarial gains or losses in profit or loss if the accumulated unrecognised gains and losses at the end of the prior reporting period exceeded 10% of: - the present value of the gross obligation in respect of defined benefit rights at that date. - the fair value of plan assets at that date. The surplus or deficit is recognised in profit or loss over the expected average remaining working lives of the employees participating in the plan Non-current liabilities Non-current liabilities are measured at amortised cost by means of the effective interest method. Repayment commitments on non-current liabilities due within one year are included in current liabilities. In the case of finance leases (in which all the risks and rewards of ownership are borne by the lessee), both the assets and the liabilities are recognised at fair value on inception of the lease. The asset is depreciated in accordance with the policies applicable to property, plant and equipment. In the case of operating leases (in which all the risks and rewards of ownership are borne by the lessor), the lease payments are recognised in profit or loss on a straight-line basis over the lease term. The non-current portion of deferred revenue is classified as a non-current liability. The portion that is released in the next reporting period is included in current liabilities. The portion relating to the current reporting period is included in revenue Put options Put options are recognised at fair value, with fair value being approximated by revaluing the put option each year for the share in the profit or loss and other equity changes attributable to the put option holder less any dividend distributed. This amount is tested against the indirect realisable value of the non-controlling interest concerned, applying a margin for the required return. If the measurement of the put option is higher than the highest indirect realisable value or lower than the lowest indirect realisable value, an adjustment is made to the measurement of the put option that is recognised as goodwill. 4. FINANCIAL INSTRUMENTS 4.1 Valuation of derivatives DELTA N.V. trades in contracts for electricity, gas, coal, oil, CO2 certificates and foreign currencies in respect of the current calendar year and the three following years. DELTA N.V. considers the markets for these products to be liquid for this period; reliable prices are available from brokers, markets and data suppliers. The fair value of commodity contracts is measured on the basis of these published prices; no use is made of internal valuation models. The published monthly, quarterly and annual prices are adapted only to agree with the relevant periods in the trading systems. DELTA N.V. also uses derivatives such as interest rate swaps. The fair value of interest rate swaps is measured on the basis of yield curves provided by, amongst others, brokers and De Nederlandsche Bank. 4.2 Financial instruments DELTA uses financial instruments to manage and optimise normal market risks associated with the company s energy, currency and interest rate positions. DELTA applies IAS 32 Financial Instruments: Disclosure and Presentation and IAS 39 Financial Instruments: Recognition and Measurement. These standards require derivatives to be measured at fair value and trade contracts to be recognised in the income statement on the basis of fair value through profit or loss. delta financial statements 2009

56 Definition A derivative is a financial instrument or other contract falling within the scope of IAS 39, with the following three features: - the value changes as a result of movements in a given interest rate, price of a financial instrument, commodity price, exchange rate, index of prices or interest rates or other variable, provided that, in the case of a non-financial variable, the variable is not specific to a contract party (also known as the underlying asset ); - no or only a minor net initial investment is required in relation to other types of contract that respond in similar ways to movements in market factors; and - settlement takes place in the future. 54 Classification and netting Derivatives are classed as current or non-current assets if the fair value represents a gain and as current or non-current liabilities if the fair value represents a loss. Receivables and payables in respect of derivatives for different transactions with the same counterparty are shown net where there is a contractual or legally enforceable right of set-off and DELTA also settles the relevant cash flow on a net basis. Recognition of fair value gains and losses IAS 32 and 39 and IFRS 7 require all derivatives to be measured at fair value from the time of initial recognition. Pursuant to IAS 39, energy commodity contracts (oil, gas, coal and electricity, as well as the related foreign currency positions) and interest rate swaps are regarded as derivatives. Fair value gains and losses on derivatives are recognised in the income statement. There are two exceptions to the general principle that all fair value gains and losses are reflected in the results: 1. accrual accounting: DELTA accounts for commodity contracts intended for its own use, production and buying and selling contracts intended for physical delivery to end users on an accruals basis, which means that interim increases in value are not reflected in profit or loss. Such transactions are recognised as purchases or sales at the time of settlement, at the prices obtaining at that time; 2. hedge accounting: this affords the possibility of limiting the effect of fair value gains and losses on the results by taking account of opposite effects on results due to fair value gains and losses on the hedge and on the hedged position. In hedge accounting, fair value gains and losses on derivatives are recognised in equity (through the statement of comprehensive income) until the hedged position/transaction is settled. Hedge accounting DELTA uses derivatives to hedge price and exchange risks arising from energy commodity contracts (oil, coal and gas). Interest rate swaps are concluded to hedge the risk of movements in cash flow relating to interest rate fluctuations. DELTA uses cash flow hedging for this purpose, contracting hedging instruments to offset the exposure to variations in existing and future cash flows that could ultimately affect the results. The hedges are attributed to a specific risk relating to an item in the statement of financial position or a highly probable forecast transaction. The effective portion of the fair value gain or loss on the hedge reserve is recognised directly in hedge reserves in equity (through the statement of comprehensive income). The ineffective portion of the gain or loss on the hedging instrument is recognised in the income statement. The cumulative amounts recognised in equity are taken to the income statement in the same period as the hedged transaction.

57 Criteria for the application of hedge accounting For hedge accounting to be applied, there are strict rules with regard to documentation and assessment of effectiveness. A derivative can be included in hedge accounting if it satisfies the following criteria: 1. on the inception of the hedge, the derivative must be formally designated as a hedge and the hedging relationship, the hedging objectives and the risk management strategy must be documented; 2. for cash flow hedges, a forecast transaction that is the subject of the hedge must be highly probable and must present an exposure to variations in existing or future cash flows that could ultimately affect the results; 3. the effectiveness of the hedge can be reliably measured; 4. the hedge is expected to be highly effective; and 5. the hedge is periodically assessed as to its effectiveness. Assessment of hedge effectiveness DELTA formally assesses whether the derivatives used as hedging instruments have been effective in mitigating changes in the fair value or cash flows attributable to the hedged position, both at the inception of the hedge and during its life. To this end, DELTA assesses and determines whether changes in the fair value or cash flows attributable to the hedged position are offset by changes in the fair value or cash flows attributable to the hedge within a range of 80% to 125%. The ineffective portion of a hedging relationship, in a fair value hedge, is the extent to which changes in the fair value of the derivative differ from the changes in the fair value of the hedged position or, in a cash flow hedge, the extent to which changes in the fair value of the derivative exceed the fair value movements in the expected cash flow. Ineffective hedges and gains and losses on components of derivatives that are disregarded in the assessment of the effectiveness of a hedge are recognised directly in the income statement. DELTA discontinues hedge accounting if the hedging relationship is no longer effective or is no longer expected to remain effective INCOME STATEMENT 5.1 Revenue Revenue represents income arising directly from the supply of goods and services to third parties, net of any discounts and net of sales taxes, such as VAT and regulating energy tax (REB). Revenue is recognised when the material risks and benefits of ownership of the goods have been transferred to the buyer. Revenue from services is recognised proportionate to the service delivered at the end of the reporting period. Revenue from transport services and the supply of electricity and gas is based on supplies made during the calendar year. Revenue from supplies to domestic and small-business users is partly estimated as meter readings are taken throughout the year. Revenue from electricity sales is based on the assumption that electricity generated by the group s own production facilities (including joint ventures) will be sold to third parties, while the electricity supplied to end users will be purchased entirely from third parties. In the case of trade contracts not involving the physical delivery of gas and electricity, buying and selling values are netted. Revenue from telecommunications covers subscription fees for signal distribution as well as income from internet services and other data transmission services. Income from environmental services and directly related expenses are allocated to the period in which the services are supplied. Income and expenses arising from deliveries from the sustainable segment (Biovalue and Solland Solar Energy Holding B.V.) are also allocated to the period in which the activities take place. Revenue from construction contracts is recognised in profit or loss in accordance with the percentage of completion method. delta financial statements 2009

58 5.2 Net operating expenses Net operating expenses are recognised on the basis of services received and in accordance with the accounting policies set out above. Operating expenses are accounted for in the year to which they relate. Gains are recognised in the year in which they are realised; losses are recognised in the year in which they are identified. 5.3 Financial income and expense Financial income and expense is attributed to the period to which it relates in accordance with the effective interest method. DELTA capitalises the costs of external financing (construction period interest) as appropriate. 5.4 Income tax Income tax on the profit for the year is computed by applying the applicable standard tax rate to the profit before tax disclosed in the financial statements taking account of permanent differences between this profit and the profit computed for tax purposes. 6. STATEMENT OF CASH FLOWS 56 The statement of cash flows has been prepared in accordance with the indirect method with a distinction being made between operating, investing and financing activities. Movements in the current portion of non-current liabilities and provisions are presented, as part of other liabilities (current liabilities), as movements in other receivables/payables in cash flow from operating activities. Changes in financial income and expense and in income tax do not qualify in full as cash flows, whereby cash flows that are not realised directly are corrected.

59 Notes to the consolidated statement of financial position 1. INTANGIBLE ASSETS (x EUR 1,000) Total Goodwill Development Software Customer contracts Transport rights Other 2008 Balance at 1 January , ,008 9,866 56,635 21,403 11,639 3,916 Change in the consolidation 115, , ,259 Additions 34,349 3,794 2,336 25, ,649 Amortisation (18,924) - (424) (12,419) (3,789) (1,076) (1,216) Impairment losses (821) - (821) Disposals (126) - - (126) Other movements 489 (271) Balance at 31 December , ,945 11,211 70,276 17,766 10,563 18,680 Accumulated amortisation and impairment 100,174 4,567 1,760 73,513 7,063 11,553 1, Cost at 31 December , ,512 12, ,789 24,829 22,116 20, Balance at 1 January , ,945 11,211 70,276 17,766 10,563 18,680 Additions 14,940 (2,254) , Amortisation (37,056) - (897) (28,008) (5,122) (1,011) (2,018) Impairment losses (27,100) (8,985) (10,445) - (7,670) - - Disposals (339) - - (196) (143) - - Adjustments PPA Indaver/SAV (13,719) (13,719) Other movements 1,713 2,129 - (1,301) Balance at 31 December , , ,913 5,637 9,831 16,671 Accumulated amortisation and impairment 161,674 13,552 13, ,952 19,855 9,477 3,736 Acquisition cost at 31 December , ,668 13, ,865 25,492 19,308 20,407 Amortisation periods in years nvt 5 5 variable 20 variable Allocation of goodwill to cash generating units Indaver 325, ,603 Solland 67,923 71,254 Milieu 4,069 4,069 Kreekraksluis 1,390 1,390 Zeelandnet 9,843 9,843 Sunergy 13,246 11,119 Biovalue - 8,985 Triqua 2,682 2,682 Total goodwill 425, ,945 delta financial statements 2009

60 General Following further analysis in 2009, goodwill that had arisen on Indaver s acquisition of SAV in 2008 was written down by EUR 13.7 million in favour of a remeasurement of sites and other items of property, plant and equipment at fair value. Market developments on the one hand and product developments on the other prompted a reconsideration of the realisable market value of sustainable energy activities and thus the need to write down a number of intangible assets. On the basis of these outcomes, goodwill that had arisen on the acquisition of Biovalue was written off in full. In the light of continuing technological advances (Sunweb technology) and the bankruptcy of several important customers, moreover, the fair value of know-how acquired and of Solland s customer contracts was also written off in full (EUR 14.8 million). To replace several important software applications, partly in anticipation of the unbundling of the commercial and network operations, impairment losses were recognised on a number of ICT assets. 58 Indaver With regard to Indaver s activities, impairment calculations were made at the level of its cash flow generating units. The management based cash flow predictions on the business plans for and in a number of cases on a slightly longer time frame. An infinite series was used as from the end of the time frame. The business plans took account of market developments. No use was made of extrapolations with growth rates in excess of inflation. The impairment tests at Indaver were carried out using a discount rate per entity and taking account of tax rates applicable locally. Allowing for the ratio of debt to equity that is customary in the market and the risk perceptions in each country and branch, a number of scenarios were worked out with regard to the discount rate. The discount rate per entity ranged from 8.35% to 10.30% before tax with account being taken of tax rates applicable locally. The values given already take account of the impairment of fair value adjustments at DELTA N.V. level of Indaver N.V. s non-controlling interest in Intercommunale Vereniging Hooge Maey CVBA, as referred to in note 3.1. Apart from the impairment of De Intercommunale Vereniging Hooge Maey CVBA, calculation of value in use does not lead to impairment. Solland The activities of the solar energy business suffered serious setbacks in In response, DELTA took steps to strengthen its future position in the solar energy business. All contracts with suppliers of wafers, for instance, were renegotiated in order to strengthen the position as soon as sales pick up again. An important factor is the development of the Sunweb cell. This cell is expected to go into production in Solland s future success is based on the continued development of the Sunweb cell. In this respect, talks have been held with potential partners, which have already resulted in far-reaching agreements on cooperation, purchasing and/or partnering. Owing to the innovative character of the Sunweb cell, Solland s share in total worldwide production is expected to grow from approximately 1% to 2% in the next five years. Avenues are also being explored to produce the Sunweb cells/modules as efficiently as possible. A business plan was recently prepared for setting out Solland s future operations on the basis of these assumptions. Since Solland is at the beginning of this development, the business plan is surrounded by uncertainty. The critical elements in the business plan are: - the further development of the Sunweb cell, in particular whether it is and remains sufficiently distinctive to achieve considerably faster growth than the market; - the opportunities to realise the growth potential through sales contracts; - the ability to produce Sunweb cells/modules as efficiently as possible. An external consultancy has reviewed the business plan. It concluded that the plan was ambitious and identified the above points as critical factors.

61 DELTA s impairment calculation is based on the business plan, using a discount rate of 14.1% (2008: 16.8%) before tax. As in 2008, the discount rate takes account of a local risk premium. The risk in the market may have increased but this has already been allowed for in the cash flows. Account has also been taken of a market-based debt/equity ratio and the risk free rate (market rate of interest). In view of the above, DELTA is of the opinion that on the basis of current understandings and market expectations, no further write-downs will be needed in respect of 2009 for the solar business other than those referred to in the section headed General, which have already been recognised in the income statement for 2009, and that the prospects of a better future are good. Biovalue High expectations were held for compulsory blending and related market opportunities a few years ago but they have since been drastically lowered. National and international plans for compulsory blending have been reined in for at least the next few years while production capacity has increased enormously in response to the original plans. These two developments, coupled with the food-for-fuel debate, and the price erosion caused by subsidies and dumping from the USA have had a very negative impact on prices in Europe, both on the selling and on the production side. DELTA accordingly saw its gross margins come under pressure in 2009 and suspended production for several months. Furthermore, the prospects for the years ahead are certainly not encouraging: the market is not yet showing signs of recovery, while the overcapacity will lead to further price erosion, partly because the large players will benefit from the collapse of smaller players and will be able to buy up a great deal of production capacity for little money. The outlook for the results of the current R&D activities has also taken a turn for the worse. On the one hand, the quality of the additive developed is less promising than expected from the original information. On the other, the idea that glycerine would be available in abundance and therefore at a low price has proved untrue. Partly because of new applications and reduced biodiesel production, stockpiles have been drastically reduced and the price, by contrast, has trebled. In view of these developments, an impairment calculation revealed structural negative cash flows and a negative value in use. 59 The external consultancy that reviewed the business plan agrees with the conclusions presented above. In consequence it must be concluded that the prospect of a positive development in the longer term is minimal. With this in mind, management has had to decide to write off non-current assets in full for a total of EUR 45,8 million. Other The 2009 income statement includes EUR 1.6 million (2008: EUR 1.8 million) in research costs and EUR 0.8 million in capitalised R&D expenditure in 2009 (2008: EUR 2.3 million). delta financial statements 2009

62 2. PROPERTY, PLANT AND EQUIPMENT (x EUR 1,000) Total Land and Plant and Other Assets under Third-party buildings equipment assets construction contributions 2008 Balance at 1 January , , ,974 36, ,223 (155,194) Change in the consolidation 143,154 32, ,606-7,567 - Additions 132,777 13,828 27,040 10,960 97,770 (16,821) Capitalised finance costs 5, ,629 - Reversal of impairment 2,777-2, Depreciation (70,854) (9,571) (63,562) (5,931) - 8,213 Reclassified as held for sale (37,719) - (51,157) (44) - 13,482 Impairment losses (4,626) (1,353) (3,273) Disposals (3,269) (538) (1,493) (1,238) - - Other movements (9,213) 18,770 52,341 (3,854) (46,163) (30,307) 60 Balance at 31 December ,015, , ,253 36, ,026 (180,627) Balance before deduction of contributions 1,196, , , ,026 Accumulated depreciation and impairment 945, , ,765 64,770 - Cost at 31 December ,142, ,016 1,447, , , Balance at 1 January ,015, , ,253 36, ,026 (180,627) Additions 97,010 6,121 52,815 7,579 45,344 (14,849) Capitalised finance costs 2, ,059 - Depreciation (90,605) (11,648) (78,020) (7,329) (225) 6,617 Impairment losses (34,586) (12,977) (21,569) (2,077) (56) 2,093 Disposals (7,736) (106) (777) (6,874) - 21 PPA Indaver/SAV adjustments 19,668 10,868 8, Other movements 583 2, ,826 (506) (197,370) 8,398 Balance at 31 December ,002, , ,328 27,031 89,778 (178,347) Balance before deduction of contributions 1,180, , ,328 27,031 89,778 Accumulated depreciation and impairment 1,065, , ,274 70, Cost at 31 December ,245, ,322 1,685,602 97,744 90,059 Depreciation periods in years nvt Additions relate principally to expansion and replacement investments in electricity and gas networks and expansion in waste management (Indaver). In respect of Indaver s acquisition of SAV in 2008, the value of land was adjusted by EUR 10.9 million and the value of plant and equipment by EUR 8.8 million in 2009 following a further fair value analysis of land and other items of property, plant and equipment. In view of current developments and expectations regarding the sale and production of biodiesel, it has been decided to write off the property, plant and equipment of Biovalue in full since, on the basis of these developments, the likelihood of a profit at Biovalue is also minimal in the longer term. The substantial movement in assets under construction in 2009 was due in part to the capitalisation of the gas pipeline through Zuid-Beveland for the Sloe power station. Third-party contributions include grants from government bodies.

63 3.1 JOINT VENTURES, ASSOCIATES AND OTHER INVESTMENTS (x EUR 1,000) Total Joint ventures Associates Other investments Balance at 1 January , ,892 55,736 9,144 Change in the consolidation 3,423 3, Additions/disposals 11,208 24,289 (12,093) (989) Dividends received (54,751) (48,711) (5,849) (190) Share of profits 46,568 40,735 5, Impairment losses Other movements 3,054 4,185 (1,442) 311 Balance at 31 December , ,813 41,472 8,989 Balance at 1 January , ,813 41,472 8,989 Additions/disposals 18,791 6,433 13,152 (794) Dividends received (30,423) (23,853) (5,095) (1,475) Share of profits 67,751 59,614 7, Impairment losses (1,895) - (1,895) - Other movements (18,228) (18,232) (12) Balance at 31 December , ,776 54,780 7,715 Additions related to contributions to the equity of Sloecentrale Holding B.V. In addition, several contributions of share premium were made to associates engaged in solar energy (RGS Development and Fesil Sunergy). The impairment losses relate to the partial downward adjustment of the fair value of Indaver s interest in the waste management business Intercommunale Hooge Maey (IHM) as a result of the declining supply of landfill waste and the related decline in profitability. delta financial statements 2009

64 3.2 JOINT VENTURES (x EUR 1,000) Abridged information on the principal joint ventures (based on 100% interest): Financial position Property, plant and equipment 1,383,245 1,366,177 Financial assets 163, ,805 Current assets 149, ,037 Cash and cash equivalents 300, ,844 Total assets 1,996,411 1,921,863 Equity 513, ,578 Provisions 464, ,292 Non-current liabilities 713, ,976 Current liabilities 303, ,017 Total equity and liabilities 1,996,411 1,921, Result Total income 719, ,555 Total expenses 598, ,303 Balance 120,955 94,252 This information relates to the principal joint ventures in which DELTA has an interest: the production companies EPZ N.V. and Elsta B.V., the water company Evides N.V. and the waste incineration company Sleco-Centrale N.V. 3.3 ASSOCIATES (x EUR 1,000) Abridged information on the principal associates (based on 100% interest): Financial position Property, plant and equipment 338, ,087 Financial assets 8,966 13,944 Current assets 30,121 24,843 Cash and cash equivalents 79,318 74,750 Total assets 456, ,624 Equity 110,883 77,879 Provisions 7,281 5,602 Non-current liabilities 159, ,220 Current liabilities 179, ,923 Total equity and liabilities 456, ,624 Result Total income 141, ,733 Total expenses 117, ,997 Balance 23,936 15,736 This information relates to the principal associates in which DELTA has an interest: IC Hooge Maey and AZN.

65 3.4 OTHER INVESTMENTS Other investments comprise the investments in KEMA, Synergia, Vlar Papier N.V., GRL GlasRecycling N.V. and IVVO. The investments in Decu Beheer B.V. (60%) and Decu CV (60%) are also classified as other investments because DELTA cannot influence the business processes. 3.5 RELATED PARTY TRANSACTIONS (x EUR 1,000) % Interest Sales Purchases Receivables Payables Loans granted Interest paid Elsta B.V en Co C.V % } Elsta B.V % 3,334 3,483 24,538 25, N.V. EPZ 50.00% 36,188 9, , ,212 4,202 5,831 4,952 7,877-25, Sloecentrale Holding 50.00% 16, , , ,173 8,788 4,995 BMC Moerdijk B.V % 1, , ,238 14,912 10, Zebra Pijpleiding vof 33.33% Zebra Gasnetwerk 33.33% - 8 4,556 4, IC Hooge Maey 30.00% 1, , Sleco Centrale N.V % 32,851 30,890 28,598 34,277 4,541-2,661 4,206-51,000-3,450 Evides N.V % 31,194 32,903 1,816 1,723 6, , Total 122,113 77, , ,986 17,152 9,360, 16,822 15,758 14, ,048 9,665 9,352 No allowance for doubtful receivables has been recognised for receivables from related parties since there is no need to do so. Transactions with related parties are conducted at arm s length prices. delta financial statements 2009

66 4. FINANCIAL ASSETS (x EUR 1,000) Total Loans to Deffered Other joint ventures, tax assets financial associates, etc. assets Balance as at 1 January , ,439 56,489 58,247 Change in the consolidation 1,835-1, Reversal of current portion 29,258 24,942-4,316 New loans 101,410 98,410-3,000 Results 2,281-2,281 - Amounts advanced 5, ,139 Deliveries on amounts advanced (2,178) - - (2,178) Repayments (29,009) (24,241) - (4,768) Transferred from equity as hedge reserve 34,992-34,992 - Transferred to assets held for sale (3,995) - (3,995) - Other movements 4,673 1,010 4,026 (364) Current portion (23,029) (12,752) - (10,277) 64 Balance at 1 January , ,808 95,395 53,348 Reversal of current portion 23,029 12,752-10,277 New loans 51,074 50, Results (16,014) - (16,014) - Amounts advanced 9, ,140 Repayments (264,614) (249,295) - (15,319) Transferred from equity as hedge reserve 9,204-9,204 - Other movements 36 (1,101) (5) 1,142 Current portion (5,561) (1,051) - (4,510) Balance at 31 December ,845 15,797 88,580 54,468 Loans to associates Loans to associates concerns loans to joint ventures, associates and other investment entities. The loans are stated at face value. The weighted average interest rate at the end of the reporting period was 6.1% (2008: 5.5%). These receivables from associates consist for EUR 14.9 million of subordinated loans. Deferred tax assets Intangible assets and property, plant and equipment 48,075 51,351 Provisions 9,330 12,964 Unutilised tax losses 8,997 18,106 Hedge reserve pursuant to IAS39/derivatives 22,178 12,974 Total deferred tax asset 88,580 95,395

67 Deferred tax assets relate to the measurement of intangible assets, property, plant and equipment and provisions. The deferred tax asset relating to intangible assets and property, plant and equipment is the result in part of differences between the tax bases and the carrying amounts for reporting purposes in the statement of financial position at 1 January 1998 (opening statement of financial position for tax purposes). A deferred tax asset is also recognised for differences between the tax base and the carrying amounts of intangible assets and property, plant and equipment (including capital allowance schemes) that have arisen since then. A tax asset is also recognised in respect of provisions where the costs for which they were formed cannot be transferred to taxable income until they are actually incurred. A deferred tax asset is recognised at some companies for loss carry forwards that, it is expected, can be set against taxable profit in the years ahead. Talks were being held with the tax authorities at the end of the reporting period to reach agreement on a number of these carry forward losses. The outcome of these talks may lead to changes in the deferred tax asset. The deferred tax asset in respect of carry forward losses is reviewed each year and recognised in so far as it is thought the losses can be set against future taxable profit. Part of the carry forward losses was used in In accordance with IAS 39/32, a hedge reserve has been recognised since 2006 for unrealised fair value gains and losses on derivatives/trading contracts. These unrealised gains or losses are reflected in equity and a deferred tax asset or liability is recognised in respect of them. At the end of the reporting period the hedge reserve was negative, resulting in a deferred tax asset. A deferred tax asset of EUR 5.7 million is not disclosed in the statement of financial position principally because the timing of the realisation of the losses (in the Netherlands and abroad) and the tax benefits concerned is uncertain. In view of current developments and expectations regarding the sale and production of biodiesel, it has been decided to write off the deferred tax asset of EUR 8 million at Biovalue in full since, on the basis of these developments, the likelihood of Biovalue reporting a profit even in the longer term is minimal. 65 Other financial assets Other financial assets relate principally to lump sums received in connection with sale and leaseback contracts, which were deposited with the lessor as security. Other financial assets also include advance payments made. 5. DERIVATIVES Risk management The risk management policy is designed to limit the consequences of price volatility in the short term and to track current market prices in the long term. Reporting directly to the Executive Board, the Risk Oversight Committee has established risk management procedures and limits, including procedures and guidelines for the company as a whole and for specific fields. The Risk Oversight Committee is responsible for enforcing the risk management policy. The Corporate Risk Management department is responsible for the operational conduct of the oversight and reports to the Risk Oversight Committee. DELTA mitigates commodity market risks, currency risks, interest rate risks and liquidity risks by means of financial instruments, subject to the conditions laid down in the Risk Policy Document and the Treasury Charter. Market risk Market risks arise from price movements in buying and selling markets in which DELTA is active. These risks are managed systematically with DELTA applying assets and taking positions subject to expected price movements. The positions are monitored on a daily basis. Trading risks are limited through the strict application of a system of limits. In the commodity markets in which it is active gas, coal, oil, electricity, emission rights, foreign currencies, transport capacity, import/export capacity, etc. DELTA uses the Value at Risk (VaR) method to estimate the market risks. The method involves various assumptions regarding possible changes in market conditions. The VaR method is an important tool to assess market risks within DELTA. The method identifies the maximum losses likely to be incurred as a result of price changes over a three-day period with a confidence level of 95% (i.e. the maximum loss might exceed the VaR limit in just 5% of cases). On a proposal of the Risk Oversight Committee, the Executive Board sets the limit for the VaR at corporate level. delta financial statements 2009

68 The allocation to portfolios and commodities is made by the Risk Oversight Committee. The VaR method is an important tool to manage the portfolios within DELTA and is therefore calculated and reported upon every day. The following table was prepared on the basis of these daily reports. Value at Risk (x EUR 1,000) VaR at VaR at Trading-portfolio 802 2,446 Gas hedge portfolio 144 1,499 Sales portfolio Generation & Allocation-portfolio * 11,799 14,348 Diversification over portfolio s (1,421) (6,563) Total 11,392 12,546 * As from 1 January 2009, the Generation & Allocation portfolio has been disclosed separately. On that date, the VaR on these portfolios amounted to EUR 11,247 and EUR 3,157 respectively. The diversification over these portfolios amounted to EUR 2,605 negative. 66 Since portfolios include opposing positions and there is an underlying correlation, the VaR on the total portfolio is smaller than the sum of that on the individual portfolios. It was decided in 2009 that the risk on the Generation and Allocation portfolio would be determined by the hedge ratio. In concrete terms, DELTA s standard is that at least 55% of the power stations future production capacity must always be sold, based on a trading period of three years. The aim is to realise at least a market average return on the assets. At 1 January 2010, this figure was 67%. The ratio is measured and reported upon at least once a month. DELTA uses financial instruments to prevent fluctuations in expected cash flows in so far as possible. In order to control the consequences of future movements in market prices, DELTA uses derivatives such as forwards, options and swaps. Such hedges of price and currency risks are used primarily to hedge existing risks on physical trading positions. Where permitted, DELTA accounts for these financial instruments and physical purchase and sale contracts in a cash flow hedge in accordance with IAS 39. The item hedged is the future purchase transaction (power stations, LT sourcing) or gas and electricity sales transaction. The hedging instruments are derivatives in the commodities traded by DELTA that are concluded to mitigate cash flow, price and currency risks. Hedge accounting is applied to cushion the total change in value of these derivatives. Currency risk Currency risk concerns the price risk relating to exchange rate movements. DELTA s risk policy is to hedge currency risks on positions taken in foreign currencies. To hedge the risks, DELTA uses financial instruments to prevent fluctuations in expected cash flows in so far as possible. Currency positions resulting from contracts, including commodity contracts, are reported to Treasury on a daily basis and are hedged at group level. Currency risk limits are set periodically in consultation with the Risk Oversight Committee and monitored by Treasury Front Office. Barring foreign currencies relating to commodities, DELTA has no currency swaps. Interest rate risk DELTA s interest rate risk policy is to limit the consequences of interest rate fluctuations. To hedge the risk, DELTA uses financial instruments such as interest rate swaps, whereby variable rate loans are swapped for fixed rate loans. Liquidity risk Liquidity risk is the risk that DELTA has insufficient funds to fulfil its obligations. The Treasury department prepares periodic cash flow forecasts to estimate whether DELTA will have sufficient funds for a period of at least 12 months. DELTA s policy is to have access to at least a minimum level of funding equal to EUR 100 million. DELTA has a credit facility of EUR 500 million, on which EUR 300 million had been drawn down at the end of the reporting period. DELTA has a corporate credit rating of BBB from Standard & Poor s.

69 Credit risk Credit risk concerns the losses that could arise if a counterparty defaults on a contractual obligation. DELTA has set credit limits for its external counterparties in order to limit the credit risk. An internal rating system sets a credit limit for each external counterparty. The internal rating system is based on available, published information on the company concerned or its guarantor (annual report, credit ratings, etc.). During the credit crisis, business with a number of banks was reduced because the market for Credit Default Swaps estimated the risk far higher than the rating agencies did. For end users with whom DELTA has already done business, historical payment conduct is an important consideration before entering into supply contracts. DELTA uses various instruments to manage credit risk, including trade in standard contracts and conditions, trade via stock exchanges, diversification of end users and requesting guarantees. Credit rating If the credit rating of an external counterparty or guarantor is not or is no longer investment grade, no additional credit risk is accepted. At the end of the reporting period, the external counterparties had the following range of ratings: 25% 20% 67 15% 10% 5% 0 <BBB- BBB- BBB BBB+ A- A A+ AA- AA- AA+ AAA Credit rating (S&P-equivalent) Analysis of derivatives DELTA trades in contracts for electricity, gas, coal, oil, CO2 certificates and foreign currencies for the current financial year and the following three years. DELTA considers the markets for these products to be liquid for this period. Reliable prices are available from brokers, stock markets and data suppliers. The fair values of commodity contracts are calculated using such published prices; no use is made if internal valuation models. The published monthly, quarterly and annual prices are adapted only so that they agree with the relevant periods in the trading systems. Prices for delivery over 36 months are extrapolated. DELTA is contractually obliged to pay the forward contracts on maturity. Fair vale gains and losses totalling EUR 33.5 million (2008: EUR million) are recognised in the hedge reserve. delta financial statements 2009

70 Electricity and fuel cash flow hedges (x EUR 1,000) Fair value > 5 years Total Power forwards - (42,570) 22,410 8, (11,860) Gas swaps - 1,881 1, ,843 Gas forwards - (22,325) (15,055) (5,173) - - (42,554) Coal swaps - 26 (10,907) (867) - - (11,748) CO 2 forwards - - (3,094) (719) - - (3,813) Oil swaps - 13,027 9,343 2, ,307 - Total at year end - (49,963) 4,104 5, (40,825) Cashflow hedge instruments (x EUR 1,000) Average Contract Fair Average Contract Fair price value value price value value 68 Power forwards (97,884) (11,860) ,326 56,716 Gas swap ,982 5, ,368 24,159 Gas swap (heren) 0.22 (135,503) (1,851) 0.22 (135,503) (39,038) Gas forwards 0.23 (225,735) (42,554) 0.1 (315,693) (77,480) Coal swap (70,389) (11,748) (56,755) (16,623) CO 2 forwards (16,604) (3,813) (45,209) (15,097) Oil swap ,483 25, ,650 3,966 Currency swaps (193,644) (5,912) Total at year end - - (40,825) - - (69,309) Electricity and fuel cash flow hedges (x EUR 1,000) Fair value > 5 jaar Totaal Power forwards - 48,191 8,952 (427) ,716 Gas swaps - (16,948) 2, (14,879) Gas forwards - (64,260) (10,516) (2,703) - - (77,480) Coal swaps - (15,857) (766) (16,623) CO 2 forwards - (11,800) (3,166) (132) - - (15,097) Oil swaps - 2,911 1, ,966 Currency swaps - (4,770) (634) (508) - - (5,912) Total at year end - (62,533) (3,006) (3,770) - - (69,309)

71 The net fair value of financial instruments that are classified as commodity cash flow hedging instruments amounted to EUR 69.3 million negative at 31 December 2009 (31 December 2008: EUR 40.8 million negative). The values given in the table above differ from the reported hedge reserve for the following reasons: The hedge reserve includes changes in the value of underlying derivatives in the period in which they are included in an effective hedge. The derivatives disclosed in the statement of cash flow hedges are the derivatives that were included in a hedge at the end of the reporting period. Mismatches arise because: the statement of cash flow hedges also includes the ineffective portion of the hedge instruments; movements in the value of hedge instruments to enter into a hedge relationship are also included in the statement of cash flow hedges; the hedge reserve also includes movements in the value of hedge instruments that had previously been part of a hedge relationship but were not part of such a relationship at the end of the reporting period. The amounts reported in the hedge reserve take account of the designation date of an instrument in a hedge relationship, which may differ from the trade date. In addition, the hedge reserve includes only the effective portion of the total fair value of the hedge instruments in the hedge. Movements in the hedge reserve The release from the hedge reserve to profit or loss is recognised in gross operating margin. The composition of the hedge reserve disclosed below excludes interest rate swaps and therefore contains only fuel-related hedges. Hedge reserve 2008 (x EUR 1,000) Gas Power Coal Oil CO 2 Forex Total Hedge reserve at 1 January ,135 23,101 24,815 (1,085) ,965 Included in equity (58,174) (26,340) 1,588 21,293 (7,499) - (69,133) Release to profit or loss 28,423 10,768 18,909 (2,363) , Hedge reserve at 31 December 2008 (46,462) (14,008) 7,494 22,571 (7,499) - (37,904) Hedge reserve 2009 (x EUR 1.000) Gas Power Coal Oil CO 2 Forex Total Hedge reserve at 1 January 2009 (46,462) (14,008) 7,494 22,571 (7,499) - (37,904) Included in equity (68,235) 15,942 (3,377) (5,440) (5,473) (2,554) (69,136) Release to profit or loss (25,789) (43,283) 16,216 17, (35,612) Hedge reserve at 31 December 2009 (88,908) 45,217 (12,099) (112) (12,972) (2,554) (71,428) delta financial statements 2009

72 Composition of the hedge reserve (as at 31 December 2009) (x EUR 1,000) Eindtotaal Commoditycontracts oil (891) (112) Commoditycontracts gas (76,682) (10,614) (1,612) (88,908) Commoditycontracts coal (11,663) (436) - (12,099) Commoditycontracts electricity 42,321 3,829 (933) 45,217 Commoditycontracts CO 2 (10,489) (2,395) (89) (12,972) Foreign exchange contracts (1,503) (376) (675) (2,554) Total (58,906) (9,393) (3,130) (71,428) These expected cash flows do not always coincide with the date of recognition in profit or loss. This is because some hedges have a timing effect. This is the case, for example, with most gas hedges in which the gas price for the first quarter of a year can be determined by means of the average oil price in the preceding half-year. The value of the swaps used in such hedges that are settled in the half-year prior to the delivery quarter is included in the hedge reserve until the delivery quarter and recognised in profit or loss in the first quarter. The maximum timing effect of hedge contracts is nine months. No hedges were discontinued in the past year on account of an expected transaction not going ahead. 70 Derivate position Derivatives at 31 December 2009: Analysis of derivatives (x EUR 1,000) Non-current assets Current assets Non-current liabilities Current liabilities Commoditycontracts oil 2,901 6,722 (220) (2,018) Commoditycontracts gas 134, ,242 (150,113) (249,461) Commoditycontracts coal 4,461 11,766 (5,916) (27,396) Commoditycontracts electricity 26,818 78,289 (16,493) (20,262) Commoditycontracts other 1,579 10,555 (4,847) (21,825) Foreign exchange contracts 9, (3,556) (5,379) Interest rate swaps - - (5,683) (8,387) Total 179, ,656 (186,828) (334,728) Derivatives at 31 December 2009: Analysis of derivatives (x EUR 1,000) Non-current assets Current assets Non-current liabilities Current liabilities Commoditycontracts oil 18,743 35,152 (9,874) (28,000) Commoditycontracts gas 127, ,934 (162,703) (199,648) Commoditycontracts coal 15,228 11,611 (28,037) (16,277) Commoditycontracts electricity 56,298 8,566 (12,738) (47,179) Commoditycontracts other 7,335 12,046 (13,517) (15,367) Foreign exchange contracts 12,374 11,216 (7,356) (10,260) Interest rate swaps - - (8,228) (3,561) Total 237, ,525 (242,453) (320,292)

73 Hierarchy of financial instruments The financial instruments, measured at fair value, are classified in accordance with the following hierarchy: Level 1: Quoted prices (not adjusted) in active markets for identical assets or liabilities Level 2: Inputs other than the quoted prices in level 1 that are observable for an asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs) Assets and liabilities measured at fair value (x EUR 1,000) Assets measured at fair value Total 31 December 2009 level 1 of which level 2 level 3 Derivatives 451, ,971 - Associates and other investments 7, , , ,971 7,330 Liabilities measured at fair value Total of which 31 December 2009 level 1 level 2 level 3 71 Derivatives 521, ,555 - Put option (non-current liabilities) 135, , , , ,540 The fair value of associates and other investments was EUR 1.3 million lower than at the end of This was the outcome of the sale of the interest in one of the associates and dividend received. The put options are recognised at fair value. Fair value is approximated by adjusting the measurement of the put options each year for the share in the profit or loss and other changes in equity attributable to the put option holder less any dividend distributed. This value is assessed against the indirect realisable value of the non-controlling interest concerned, using a margin for the required return. Price risks on variable interest instruments No Value-at-Risk (VaR) is calculated for interest rate derivatives. DELTA has a number of interest rate swaps. All the swaps were effective at the end of the reporting period. Sensitivity is measured by increasing or decreasing the floating spot by 10%. The swaps remain effective, which is why no impact is recognised in profit or loss. The table shows the difference caused by a 10% increase or 10% decrease relative to the carrying amount at the end of the reporting period. The difference between the amounts disclosed under the derivative position and the hedge reserve is due to the inclusion of deferred tax or a movement in the non-controlling interest. delta financial statements 2009

74 Sensitivity analysis (x EUR 1,000) Derivative position Hedge reserve Income statement Interest rates 10% increase 1, % decrease (1,455) (793) Derivative position Hedge reserve Income statement Interest rates 10% increase 2,898 1,669 10% decrease (2,923) (1,685) If the interest rates on variable rate loans (excluding those that are hedged by means of interest rate swaps) were 10% higher or lower at the end of the reporting period and all other variables remained constant, the profit or loss (before non-controlling interests) would be EUR 244,000 lower or higher respectively. 6 A. INVENTORIES (x EUR 1.000) Raw materials 8,934 26,530 Consumables 5,723 3,840 Finished goods 1,893 3,166 Goods for resale 17,399-33,949 33,536 less: Allowance for doubtful receivables (909) (1,016) Total 33,040 32,520 Certain inventories at Biovalue and Solland Solar Energy Holding B.V are measured at fair value less selling costs; total amount: EUR 19.5 million (2008: EUR 1.8 million). 6 B. CONSTRUCTION CONTRACTS (x EUR 1,000) Construction contracts 2, This item consists principally of work carried out by Indaver and Triqua.

75 7. RECEIVABLES (x EUR 1,000) Trade receivables 339, ,985 Income tax 1,746 3,212 Other taxes 33,321 15,285 Total taxes 35,067 18,497 Cash not available on demand 26,682 25,878 Current portion of loans granted 5,561 21,928 Receivables from related parties 17,152 9,360 Other assets, prepayments and accrued income 38,350 87,522 Total other receivables 87, ,688 Assets held for sale - 53,069 Derivatives 272, , Total 735, ,764 All assets held for sale in the 2008 financial statements were sold in Trade receivables are stated after deduction of an allowance for doubtful receivables of EUR 25.1 million (2008: EUR 18.7 million). Movements in allowance for doutful receivables (x EUR 1,000) Balance as at 1 January 18,697 21,824 Utilised for doubtful receivables (6,979) (5,167) Additions/release 13,364 2,040 Balance as at 31 December 25,082 18,697 Amounts have been added to the allowance for doubtful receivables chiefly on account of the bankruptcy of a number of customers. At the end of the reporting period, DELTA recognised a current tax asset of EUR 1.7 million, this being the net amount of the computed tax liability in respect of the years to the end of 2009 and the provisional assessments paid for the period. Although tax liabilities are estimated as accurately as possible, the actual amounts payable may prove different but this will not be certain until the final income tax assessment is received. Final assessments have been raised in respect of DELTA N.V. for the period to the end of Talks were being held with the tax authorities at the end of the reporting period regarding the assessments for open years. The backlog in the assessments for controlling interests is smaller. In most cases, the assessments have been settled and there are no longer open years. Where assessments are still open, the backlog is two years at most. Cash not available on demand consists of deposits relating to the trading activities on the Endex energy futures exchange. No credit risk of any size is recognised for the outstanding balance of receivables. delta financial statements 2009

76 8. CASH Cash comprises not only cash but also cash equivalents that can be converted into cash with no material risk of impairment. At the end of the reporting period, cash consisted of: Cash (x EUR 1.0 mln) Deposits Bank Giro Cash The deposits disclosed above are available within three months. 9. PROVISIONS Total Environmental Unprofitable Employee Dismantling Other (x EUR 1,000) reinstatement contracts benefits provisions provisions costs 74 Balance as at 1 January ,470 51,123 38,708 5,928 1,664 11,047 Reversal of current portion of provisions 12, ,803 Change in the consolidation 3,846 1, ,603 Additional provisions recognised 9,723 4,327 2, ,488 Interest added 5,047 2,579 1, Released (9,955) (25) (7,995) (307) - (1,628) Utilised (22,384) (385) (8,800) (759) - (12,440) Other movements 2,446 1,679 8 (127) Balance as at 31 December ,655 60,907 26,098 5,749 2,145 14,756 Current portion of provisions (5,386) (1,188) - (932) - (3,266) Balance as at 1 January ,269 59,719 26,098 4,817 2,145 11,490 Reversal of current portion of provisions 5,386 1, ,266 Additional provisions recognised Interest added 4,576 2,961 1, Released (6,540) (6,195) (399) 54 Utilised (12,450) (760) (8,200) (597) - (2,893) Other movements 758 (85) (9) Balance as at 31 December ,902 63,024 13,250 5,840 1,828 12,960 Current portion of provisions (4,364) (524) - (851) - (2,989) Balance as at 31 December ,538 62,500 13,250 4,989 1,828 9,971 The current portion, amounting to EUR 4.4 million (2008: EUR 5.4 million), is recognised in current liabilities. Environmental reinstatement costs Between now and 2020, an estimated EUR 30.7 million (2009 price levels) will be required for the pre-management, capping and landscaping of the Derde Merwedehaven landfill site. Utilisation of the provision recognised for this purpose will occur as from An estimated EUR 10.0 million (2009 price levels) will be needed between now and 2012 for the pre-management and capping of the Koegorspolder landfill site, which was closed in An estimated EUR 21.1 million (2009 price levels) will be needed between now and 2025 for the pre-management and capping of the Noord- en Midden Zeeland landfill site. Utilisation of the provisions recognised for this purpose will occur as from The annual additions to these provisions are interest additions. The discount rate in respect of 2009 was 5%.

77 A provision has also been recognised at Indaver for the capping and aftercare of landfill sites that are in use. An estimated EUR 1.9 million of the EUR 11.7 million provision will be required during the next five years. The remainder (EUR 9.7 million) will be utilised during a period of up to 60 years. Management has estimated these costs in accordance with best practice and on the basis of current technology. The discount rate in respect of 2009 was 4.67% (2008: 4.67%) for the Belgian landfill sites and 5.0% (2008: 5.0%) for the German landfill sites. Unprofitable contracts This provision has been formed for long-term energy procurement/sales contracts entered into at rates that are no longer competitive. As a result of the liberalisation of the energy market and in view of current developments in market prices, a number of energy procurement/sales contracts have become unprofitable. A provision has been recognised to cover the unprofitable part of these contracts. The annual utilisation is recognised in the gross margin. The provisions are reviewed each year in the light of price movements in the electricity and fuel markets. Using a discount rate of 5% (2008: 5%), this has led to a release from the provision being taken to other expenses. Employee benefits These provisions are recognised principally to meet future financial obligations. Introduction of the new health insurance system on 1 January 2006 substantially changed the obligations underlying the provision for health care costs. As a consequence, the public health insurance provided by IZA/IZR, of which DELTA was a member on behalf of a large proportion of its staff in the Netherlands, was discontinued. In accordance with public law provisions, DELTA, as a former employer of ex-employees, was required to pay an employer s contribution to the health insurance costs of retired employees. Under the new legislation, this obligation no longer exists. With a view to social solidarity, the employers organisations and trade unions agreed a transitional measure under which, with effect from 2006, employers would contribute EUR 240 per annum per retired employee for a period of ten years. An amount of EUR 1.5 million (2008: EUR 1.5 million) of the provision previously formed therefore continues to be recognised. 75 Under the terms of the collective labour agreement (CLA), DELTA also pays employees service-related benefits. From the date on which an employee joins the company, a provision is recognised for these benefits, based on the number of years of service, expected price and salary inflation (averaging 2.0%) and statistical severance, invalidity and mortality rates. The relevant discount rate is 5% (2008: 5%). DELTA (with the exception of Indaver) has transferred its retirement benefit obligations to pension funds in the Netherlands, primarily ABP. The retirement benefit premiums that DELTA remits to ABP and other significant pension funds are based on expectations regarding inflation and salary increases, the ageing of the workforce, mortality rates and the return on the pension fund s investment portfolio. The ABP industrial pension fund has stated that there is no consistent and reliable basis on which to attribute the retirement benefit obligations, plan assets and costs to individual participating entities. DELTA consequently makes use of the exemption provided by IAS 19 to treat the defined benefit plan as a defined contribution plan. The retirement benefit obligations of the Indaver subsidiary are considered in the section on Indaver s retirement benefit obligations. Dismantling provisions The dismantling provision has been recognised to cover the estimated cost (after deduction of residual value) of compulsory dismantlement if it is decided to close operating assets. Other provisions Other provisions include a provision for the Environmental Action Plan for Industry (BMAP). It is based on the environmental surcharge on electricity and gas supplies charged to certain groups of consumers in the period Remaining liabilities connected with BMAP activities undertaken in the past are settled from this provision. Indaver has recognised provisions for the expected cost of cleaning up pollution identified at certain locations. delta financial statements 2009

78 Retirement benefit obligations at Indaver (x EUR 1,000) Retirement benefit obligations 20,936 20,169 Total retirement benefit obligations 20,936 20,169 Current liabilities include the following items in respect of retirement benefit obligations at Indaver: EUR 1.1 million (2008: EUR 1.1 million). Defined benefit plans Indaver operates a defined benefit plan for employees of the Indaver holding company and certain subsidiaries that were members of the Indaver group before 31 December The plan comprises two policies (one administered by Fortis, the other by Ethias). Indaver also operates unfunded defined benefit plans for the employees of the SAV group in Germany. 76 Defined contribution plan Indaver also operates a defined contribution plan for new employees who entered into service after 1 January 2008 with the holding company and certain subsidiaries in Belgium and for the employees of Indaver Ireland (wholly owned subsidiary). An additional defined contribution plan is in operation for certain key personnel at the holding company. Retirement benefit provisions at Indaver (x EUR 1,000) Belgium Germany Belgium Germany 1. Net obligations Present value of gross obligations 23,116 12,273 20,294 10,437 Fair value of plan assets (17,373) - (15,480) - Present value of net obligations 5,743 12,273 4,814 10,437 Past service cost not yet recognised Actuarial gains or losses 4,153 (1,604) 4,396 (21) Defined contribution scheme with simple actuarial calculation 135 1, ,524 Net obligations in statement of financial position 10,031 12,020 9,359 11, Movements in present value Obligation at 1 January 20,294 10,437 19,821 - Contributions paid 1, , Interest costs 1, Actuarial gains 89 1,589 (1,440) 21 Contributions from plan participants Costs (49) - (82) - Premiums paid (261) - (234) - Benefits paid (163) (608) (714) (141) Net transfer in/out ,314 Curtailments and settlements - - (406) - Obligation at 31 December 23,116 12,273 20,294 10,437

79 3. Movements in fair value Fair value at 1 January 15,480-13,212 - Expected return on plan assets 858-1,041 - Actuarial gains or losses (57) Contributions from employer 1,225-2,055 - Contributions from plan participants Expenses paid (49) - (82) - Premiums paid (261) - (234) - Benefits paid (163) - (714) - Settlements - - (163) - Business combinations Fair value at 31 December 17,373-15, Retirement benefit costs Retirement benefit costs recognised for the period 1, , Interest costs 1, Expected return on plan assets (858) - (686) - Actuarial gains and losses (96) - (22) - 77 Recognised in employee benefits expense 1, , Actuarial valuation assumptions Employee benefit obligations Discount rate 5.5% 5.5% 5.5% 6.0% Expected return on plan assets 5.5% 5.0% Expected rate of salary increase 4.0% 2.0% 4.0% 2.5% Evolution of medical costs 2.0% 2.0% 2.0% 2.0% 6. Effective return on plan assets The effective return on plan assets in the reporting period was EUR 0.80 mln. (2008: EUR 1.04 mln.). 10. NON-CURRENT LIABILITIES (x EUR 1,000) Balance at 1 January 755, ,846 Change in the consolidation - 102,467 Borrowings 574, ,910 Movements in cross-border lease (561) (31) Repayments (866,357) (111,510) Other movements (3,205) (37) 459, ,645 Repayments in the following reporting period (21,366) (13,402) Non-current liabilities 438, ,243 delta financial statements 2009

80 The liabilities include bank borrowings. The average interest rate on borrowings at the end of the reporting period was 1.7% (2008: 3.9%). EUR 74.4 million of the carrying amount falls due after more than five years. DELTA has a bilateral EUR 500 million stand-by credit facility with five banks. DELTA drew down EUR 500 million on this facility in the first half of 2009 and EUR million during the second half. No security has been provided for this facility. A EUR 250 million bridging facility had also been concluded with the same banks to support the financing of the construction of the Sloe power station. On delivery of the power station, the facility was repaid and terminated in December Indaver, Solland Solar Energy Holding B.V. and Biovalue also make use of their own credit facilities. The tangible and intangible assets of SAV have been given as security for the liabilities of the SAV Group. Its receivables, inventories and cash have also been given as security. To ensure fulfilment of the obligations of Solland Solar Energy Holding B.V., DELTA N.V. has given a guarantee of EUR 70 million. DELTA stands surety for Biovalue to an amount of EUR 33.9 million OTHER NON-CURRENT LIABILITIES (x EUR 1,000) Deferred tax liabilities 60,454 63,664 Deferred revenue 54,543 60,097 Indaver put option 135, ,223 Other 4,185 8,271 Derivatives 186, ,453 Total other non-current liabilities 441, ,708 DELTA increased its interest in Indaver to 75% in A put option has been given to the owners of the outstanding 25%. This put option (which can be exercised between the end of the fifth year and the end of the seventh year after closing in 2007) is recognised in non-current liabilities and is measured at fair value at 31 December of any year MOVEMENTS IN OTHER NON-CURRENT LIABILITIES (x EUR 1,000) Balance at 1 January 506, ,090 Change in the consolidation - 40,286 Movement in derivatives (55.626) Released deffered tax liability (recognised in profit or loss) (9.159) (2.721) Released deferred revenue (recognised in profit or loss) (5.554) (7.063) Movement in Indaver/Solland put option (5.975) Other movements Total other non-current liabilities Upon the acquisition of Indaver, tangible and intangible assets were measured at fair value. The difference between this fair value and the carrying amount is recognised in the statement of financial position. These fair value adjustments are not permitted for tax purposes. A deferred tax liability is therefore recognised for fair value adjustments to tangible and intangible assets. The deferred tax liability recognised for these fair value adjustments is reduced in relation to the amortisation of the fair value adjustments, excluding fair value adjustments to land.

81 In respect of Indaver s acquisition of SAV in 2008, the fair value of land and other items of property, plant and equipment was adjusted in In consequence, deferred tax was reduced by EUR 5.9 million. This movement is recognised is other movements. The deferred tax liability arises from: Intangible assets 1,447 9,917 Property, plant and equipment 58,472 53,099 Other movements Total 60,454 63,664 Deferred revenue relates to waste that is still to be processed by Indaver. 12. CURRENT LIABILITIES (x EUR 1,000) Trade payables 283, ,968 Current tax liabilites 96,307 80, Deffered revenue 14,950 13,050 Current portion of non-current liabilities 21,366 13,402 Current portion of provisions 4,365 5,387 Payables to related parties 16,822 15,758 Current put options - 9,898 Accruals and deferred revenue 59, ,982 Total other current liabilities 101, ,427 Bank borrowings 96, ,391 Derivatives 334, ,292 Total current liabilities 927, ,108 In addition to trade and other payables and accruals and deferred revenue, current liabilities include repayments on long-term loans and the utilisation of provisions scheduled for The portion of the derivative contracts maturing in 2010 is also recognised in this item. Put option for the non-controlling 10% interest in Solland Since DELTA has bought out the other (10%) shareholders in Solland Solar Energy Holding B.V, the put option has expired and is therefore no longer recognised in the statement of financial position. delta financial statements 2009

82 CONTRACTUAL MATURITIES OF FINANCIAL LIABILITIES AT THE END OF THE REPORTING PERIOD < 1 year 1-5 years > 5 years Total Payables 283, ,491 Interest-bearing loans 117, ,880 74, ,696 Derivatives 334, , ,555 Other 191, ,536 25, ,270 Total 927, ,243 99,562 1,807,012 Interest payable 8,110 21,328 4,564 34,002 Contractual maturities of financial liabilities represent the expected cash outflows in respect of financial liabilities entered into at the end of the reporting period. The analysis above does not include financial liabilities in respect of provisions and retirement benefit obligations. 80 COMMITMENTS AND CONTINGENT LIABILITIES Investment commitments At 31 December 2009 the company had outstanding financial commitments totalling approximately EUR million (2008: EUR 44.4 million) that were not recognised in the statement of financial position. These commitments relate chiefly to capital projects under construction. Sale and leaseback contracts In recent years DELTA has built several heat and power stations and wind farms. Some of these assets are held under sale and leaseback contracts. At the end of the reporting period, the present value of these contractual obligations was EUR 27.5 million, analysed as follows: due within one year: EUR 5.9 million due after more than one year but within five years: EUR 17.5 million due after more than five years: EUR 4.1 million. Security has been provided in the form of lump-sum deposits totalling approximately EUR 25.1 million. These deposits have been recognised as receivables under financial assets. Cross-border incinerator lease On 17 August 1999 Indaver entered into a cross-border lease with an American investor for the use of lines 1 and 2 of the incinerator plant in Doel. The leases had an initial term of 25.4 years, with an option of a maintenance contract for a further 13 years. Under the terms of the lease, Indaver received USD 135 million and placed USD million on deposit on the lease inception date. On the strength of this deposit, a payment agreement covering almost all the cost of the lease was concluded with banks enjoying a high credit rating. In this respect a bank guarantee also had to be given to the American counterparty. It is secured by means of a deposit on a blocked bank account held by Indaver. Joint ventures As managing partner, DELTA or companies forming part of the DELTA Group can be held jointly and severally liable for the debts and obligations of a number of joint ventures (general partnerships) in which they have an interest.

83 Collateral and guarantees DELTA has issued and received the following financial collateral to guarantee transactions entered into: Guarantees given Maturity in years (x EUR 1,000) < 1 year 1-5 years > 5 years Total Guarantees given for associates and joint ventures 43,947 26,836 2,576 73,360 Other guarantees received 33,035 1, , ,015 Total guarantees received 76,983 28, , ,375 Guarantees received Termijn in jaren < 1 year 1-5 years > 5 years Total Guarantees received for associates and joint ventures Other guarantees received 13, , , ,649 Total guarantees received 13, , , , Principal collateral given DELTA has given guarantees totalling EUR 22.3 million to the Zeeland provincial authority in respect of the financial obligations for the capping of the Koegorspolder and Noord- en Midden Zeeland landfill sites. DELTA has also given guarantees totalling EUR 24.6 million to the Zuid-Holland provincial authority for the cost of capping the Derde Merwedehaven landfill site in Dordrecht. Bank guarantees totalling EUR 4.6 million have been given chiefly for the trading activities of DELTA Energy but also for a number of specific activities of DELTA Environment and Triqua. DELTA N.V. has given a guarantee totalling EUR 70.0 million for the fulfilment of the obligations of Solland Solar Energy Holding B.V. On the execution by the former management of Solland Solar Energy Holding B.V. of the put option granted, a EUR 3.2 million guarantee was given to the beneficiaries in connection with the then ongoing measurement of the value of the put option. Solland Solar Cells B.V., a subsidiary of the DELTA company Solland Solar Energy Holding B.V., has concluded a number of long-term multiyear procurement contracts with a total value of EUR 1.2 billion. Guarantees have been given to a total amount of EUR 71.6 million, on which REC Scanwafer Norway drew EUR 4.2 million during As the operator of landfill sites in Antwerp and Doel, Indaver N.V. has given bank guarantees to the Public Waste Agency of Flanders (OVAM) to cover capping and aftercare costs for these sites. The amount is being accumulated gradually in line with the progress of the landfill activities. A smaller bank guarantee is required for the aftercare period after final capping of the sites. At 31 December 2009, these bank guarantees amounted to EUR 6.9 million; the amount varies depending on the landfill sites in use, the percentage of the available capacity already used and the nature of the obligations to be fulfilled. On the basis of current estimates, these guarantees will remain in force until 2050 for the landfill sites in Antwerp, with only the aftercare obligations requiring a guarantee in the period 2021 to For the landfill site in Doel, bank guarantees will be required until 2069, albeit for a smaller amount in the period 2041 to delta financial statements 2009

84 Indaver has also given a number of bank guarantees, totalling EUR 78.0 million, the majority of which relate to the transport and treatment of waste flows (EUR 46.4 million). DELTA stands surety to a maximum of EUR 33.9 million for the external bank borrowings of Biovalue B.V. Principal collateral received Of the collateral received, an amount of EUR 94.8 million concerns bank guarantees received for specific activities of DELTA Infra, for trading activities of DELTA Energy and in respect of defeasances. DELTA Energy B.V. trading portfolio DELTA s risk management policy is to actively control the risk exposures connected with production assets and long-term procurement contracts. Positions arising from trading activities are controlled through a strict system of limits, using both financial and energy derivatives, including swaps and options. The sales contracts in the portfolio relate to energy supplied to end users and trading partners and associated financial instruments. The value of the 2009 sales contracts at the end of the reporting period was EUR 1,267 million (2008: EUR 1,593 million). 82 Procurement contracts in the portfolio relate to production and purchasing agreements with trading partners and associated contracts for financial instruments. The value of the 2009 procurement contracts at the end of the reporting period was EUR 2,051 million (2008: EUR 2,165 million). The value of the financial instruments is determined on the basis of market values derived from transactions contracted in the physical commodities trade. Borssele-convenant In 2006, a covenant was agreed with the central government on the extension of the service life of the nuclear power station. As part of the covenant, agreements were also reached on the efforts that DELTA (and Essent) would make to address and provide technical and financial support for new renewable energy developments. A limited partnership, Sustainable Energy Technology (SET) Fund CV, was formed for this purpose in 2007, in which DELTA, as a limited partner, holds a 50% interest, amounting to EUR 25.0 million (of which EUR 5.9 million has already been issued), via DELTA Investeringsmaatschappij B.V. (DIM). NEA claim against EPZ In February 2008, NEA claimed approximately EUR 200 million from EPZ relating to benefits accruing from the provisions for the remaining core and dismantling of the nuclear power plant as a result of the extension of the plant s useful life from 2003 to Until the end of 2000, NEA s predecessor, SEP (the Dutch Electricity Generating Board), had paid the additions to these provisions as part of a cooperative agreement. NEA claims it is entitled to a major part of the benefit arising from the fact that the provisions will be required much later than The management of EPZ has rejected the claim. The parties have agreed to settle the dispute by means of arbitration. The two sides have since put their positions to the arbiters. B.V. Grondbezit AVI Moerdijk contract for fourth waste incineration line Delta N.V. and its affiliated companies have signed a waste supply agreement with BVG to supply 55,000 tonnes of waste each year until the end of DELTA Milieu DELTA Milieu B.V. has given a guarantee to a French company valid until the end of April 2011 relating to the sale to this French company of shares that DELTA Milieu B.V. had held in High 5 Recycling Group B.V. to a maximum of EUR 150,000 and with an excess per claim of EUR 15,000. To date no claims have been made on the guarantee. DELTA Netwerkbedrijf B.V. DELTA Netwerkbedrijf B.V. has instigated procedures with the Trade and Industry Appeals Tribunal regarding the connection of two wind farms that, if and in so far as the Tribunal does not decide in favour of DNWB, will lead to additional costs in the order of at least EUR 3.5 million. Unsettled tax disputes There are currently no unsettled tax disputes.

85 Unbundling plan WON The Minister approved the plan to unbundle the company on 2 December The plan details the legal unbundling of the network operator (DNWB). The conditions under which this will take place will be laid down in an agreement. The Minister stated in her decision that DELTA must provide DNWB with additional financial security during the initial period in the form of a further EUR 10 million equity contribution and a EUR 40 million guarantee, to which DNWB will be entitled for five years after the unbundling if it does not satisfy the ratios set out in the Network Operators (Financial Management) Decree. Notes to the consolidated income statement 13. REVENUE (x EUR 1,000) Elektricity supplied 874, ,674 Gas supplied 299, ,200 Electricity and gas transport 124, ,861 Cable, internet and telecommunications 68,675 62,701 Waste management and environmental services 446, ,455 Solar energy 66, ,155 Biofuel 31,096 76,027 Other revenue 55,379 77, Total revenue 1,967,266 2,210,774 Revenue from the supply of electricity was nearly EUR million lower than in the previous year, partly on account of the cessation of deliveries to a one-off contract with an exceptional customer and negative price movements. Revenues from gas deliveries declined by about 22%, chiefly on account of negative price movements. Revenues from gas and electricity supplies to domestic and small-business users are partly estimated as meter readings are taken throughout the year. Revenue from electricity includes EUR million (2008: EUR million) from sales of electricity generated by the company s own production assets (including those of joint ventures) in the wholesale market. Revenues from waste management and environmental services were increased by the full-year consolidation of the German waste management company SAV. Revenues were sharply reduced in 2009 owing to the impact of the financial and subsequent economic crisis. Revenue from biofuels was attributable in full to the Biovalue B.V. subsidiary, which suspended production for several months in 2009 owing to the complete collapse of the market. Other revenue includes revenue from construction contracts. 14. COST OF SALES Price movements in the fuel market underlay the decline in cost of sales. Part of the electricity requirement was purchased from the related parties EPZ, the Sloe power station and Elsta, in which DELTA has an equity interest. The purchases are conducted on a cost-plus basis and represent some 14.7% (5.5 TWh) of the total volume purchased/produced, including trade. Payments and grants received from the government for the production of renewable energy are deducted from cost of sales. In 2009, these payments and grants amounted to EUR 8.4 million (2008: EUR 7.5 million). 15. OTHER GAINS AND LOSSES Other gains and losses consist chiefly of payments received for third-party services. The decline is attributable principally to operating income at Indaver that is not related directly to core business. delta financial statements 2009

86 16. FAIR VALUE GAINS AND LOSSES ON THE TRADING PORTFOLIO DELTA uses derivatives to hedge price and exchange risks arising from energy commodity contracts (oil, coal, gas and electricity). DELTA uses cash flow hedging for this purpose, contracting hedging instruments to offset the exposure to variations in existing and future cash flows that could ultimately affect the results. The hedges are attributed to a specific risk relating to an item in the statement of financial position or a highly probable forecast transaction. The effective portion of the fair value gain or loss on the hedge reserve is recognised directly in reserves in equity. The cumulative amounts recognised in equity are taken to the income statement in the same period as the hedged transaction. The portion of the gain or loss on the contract portfolio that is not hedged by means of hedging instruments (the non-effective hedges) is recognised in the income statement as a fair value gain or loss. As a result of price movements in the energy markets, there was a fair value gain on the contract portfolio of EUR 0.3 million in Approximately EUR 33.9 million was recognised directly in the income statement and approximately EUR 33.6 million was recognised in equity (through the income statement). 17. THIRD-PARTY SERVICES, MATERIALS AND OTHER EXTERNAL CHARGES (x EUR 1,000) Consumption of materials 38,949 45,642 Third-party work and services 173, ,469 Other external charges 24,095 11,461 Total 236, ,572 Unbundling costs The unbundling costs incurred by the DELTA group in 2009 amounted to EUR 4.9 million, consisting of one-off unbundling costs of EUR 3.3 million and structural unbundling costs of EUR 1.6 million. The costs were determined by investigating all relevant ICT projects concerned and identifying exactly what costs could be classified as unbundling costs. All departmental cost centres were also investigated to determine what costs could be classified as unbundling costs. The structural costs were identified by analysing the enlargement of the organisation that has taken place in anticipation of the future unbundling of the network operator. Additional borrowing costs and higher purchasing costs were also included in the analysis. 18. EMPLOYEE BENEFITS EXPENSE (EUR 1,000) Salaries 174, ,466 Social security contributions 21,980 18,432 Retirement benefit costs 14,653 13,381 Additions to provisions for employee benefits - - Other employee benefits expenses 15,162 16,129 Employee benefits expense 226, ,408 Hedging of staff costs in connection with capitalisation (12,796) (18,719) Total staff costs 213, ,689 Number of employees (FTEs) at 31 December 3,285 3,421 Average number of employees (FTEs) at 31 December 3,353 3,115 The increase of staff costs is attributable chiefly to the consolidation of the Germany subsidiary SAV for the whole year.

87 Remuneration of the Executive Board of DELTA N.V. as registered with the Chamber of Commerce 2008 P.G. Boerma W.A. Keus T.J.B. vd. Klaauw A.S. Louter* Remuneration 293,265 17, ,672* 133,328 Severance pay ,828 - Retirement benefit costs 69,418 2,798 68,950* 21,222 Variable remuneration 82,200 28, ,883 48, , ,550 *Including six months notice *in service since 1/ P.G. Boerma F. Verhagen* J.J. Rieter* A.S. Louter Remuneration 364, ,339 30, ,996 Severance pay Retirement benefit costs 87,833 28,905 4,764 31,601 Variable remuneration 89, , , ,244 34, ,192 *In service since 1/2 *In service since 1/11 85 The remuneration and retirement benefit obligations relate to the fixed remuneration of each Executive Board member in the year concerned. The variable remuneration comprises the performance-related pay of each Executive Board member, based on the results in the preceding year. 19. DEPRECIATION, AMORTISATION AND IMPAIRMENT (x EUR 1,000) Intangible assets Amortisation of intangible assets 37,056 18,924 Impairments 27, Property, plant and equipment Depreciation of property, plant and equipment 97,222 79,067 Impairments 34,586 4,626 Reversal of impairments - (2,777) Released third-party contributions (6,616) (8,213) Impairment of financial assets 1,895 - Total depreciation, amortisation and impairment 191,243 92,448 The increase in amortisation of intangible assets was due to the accelerated amortisation of ICT and the higher than customary investments in The increase in depreciation of property, plant and equipment was due to the consolidation of SAV for a full year and the capitalisation of several large projects. delta financial statements 2009

88 The impairment of intangible assets relates to the impairment of goodwill at Biovalue and the write-down of the fair value of selling contracts and know-how at Solland. The impairment of property, plant and equipment is attributable to write-downs at Biovalue. The impairment of financial assets relates to the impairment of fair value at Intercommunale Vereniging Hooge Maey CVBA. 20. OTHER OPERATING EXPENSES (x EUR 1,000) Addition to allowance for doubtful receivables 13,364 2,040 Released from allowance for doubtful receivables - (2,125) Costs for payment of receivables Other expenses 3,565 1,268 Additions to other provisions 820 2,826 Released from other provisions - - Total 18,312 4, The allowance for doubtful receivables includes an addition in respect of several bankruptcies. Additions to other provisions relate to the provision for non-profitable contracts and the employee benefits expense. The remuneration paid to members of the company s Supervisory Board is also recognised in the other expenses. The total remuneration in 2009 amounted to EUR 207,948 (2008: EUR 201,871). Apart from this remuneration, there were no other transactions or financial positions with DELTA. Remuneration of the members of the Supervisory Board Chairman 23,116 22,545 Members 143, ,744 Committee fees 41,258 40, , , SHARE IN PROFIT OF JOINT VENTURES AND ASSOCIATES (x EUR 1,000) N.V. EPZ 15, Evides N.V. 22,838 27,439 Elsta B.V. 5,732 5,039 IC Hooge Maey 387 1,371 Sleco Centrale N.V. 8,903 7,533 Sloe Centrale B.V. 6,471 - Other 7,615 4,434 Total 67,751 46,568 The share in the profit of EPZ was depressed in 2008 by the consequences of the credit crisis. The Sloe power station became operational in 2009.

89 22. NET FINANCE COSTS (x EUR 1,000) External finance income 13,908 24,967 External finance costs (32,300) (34,221) Interest addition to provisions (4,575) (5,047) Surrender/interest addition to cross-border lease (5,750) (26) Bank facility fee (1,784) (180) Exchange differences (801) 3,449 Other finance income and costs (257) - (31,559) (11,058) Capitalised interest 2,059 5,629 Total net finance costs (29,500) (5,429) The interest rate applied to capitalise construction period interest in 2009 was 1.7% (2008: 4.7%). 87 delta financial statements 2009

90 23. INCOME TAX (x EUR 1,000) Consolidated income statement Income tax: Current tax expense 5,251 (20,458) Movement in deferred tax assets/liabilities (10,493) 5,004 Total tax expense (5,242) (15,454) Of which recognised under discontinued operations (3,103) (834) Tax expense recognised in profit or loss (2,139) (14,620) Effective tax burden (including discontinued operations) 34.0% 13.2% 88 Current income tax liability The expense for the year can be reconciled to the accounting profit as follows: Profit before tax (including discontinued operations) 15, ,877 Substantial-holding privilege (61,676) (25,445) EIA/MIA scheme (70) (377) Temporary differences (incl. VAMIL) (15,546) (30,893) Expenses recognised in prior years - 11,325 Transferable tax losses predating tax group (2,866) (1,773) Goodwill 10,985 - Other differences 739 1,726 Taxable amount (53,010) 71,440 Applicable tax rate in the Netherlands 25.50% 25.50% Taxes 13,518 (18,217) Prior year adjustments (2,348) 3,695 Taxation of controlling interests (including outside the Netherlands) (5,919) (5,936) Tax liability for the year 5,251 (20,458) Effective tax burden for the year -34.0% 17.5% Movements in deferred tax assets/liabilities The income arises from temporary differences between the accounting profit and the corresponding tax bases and from the partial utilisation of tax losses. Movement in deferred tax position Prior year adjustment (75) 528 Temporary differences (3,900) (6,335) Movement in deductible tax losses (7,978) 3,609 Movement due to deferred tax losses (712) (451) Movements in tax provisions at controlling interests (including outside the Netherlands) 2,170 7,653 Movement in tax provisions (10,493) 5,004 Consolidated statement of changes in equity Deferred tax assets related to items recognised directly in equity: Fair value gains and losses on hedges 9,204 34,992

91 24. INCOME STATEMENT FOR DISCONTINUED OPERATIONS (x EUR 1,000) Revenue - 6,721 Other income 8,474-8,474 6,721 Expenses (2,065) (4,242) Profit before tax 6,409 2,479 Income tax expense (3,103) (834) Profit after tax 3,306 1,645 CASH FLOW FROM DISCONTINUED OPERATIONS (x EUR 1,000) Profit after tax 3,306 1,645 Cash flow from disposal 44,731 - Depreciation and amortisation from discontinued operations - 1,110 Other items 3, Cash flow from discontinued operations 51,535 2,755 Both the gain on assets held for sale and the cash flow from discontinued operations relate to the sale of the high-voltage transmission lines to TenneT, the sale of the controlling interest in High 5 Recycling Group and the final settlement of the sale of group companies in Curaçao. The cash inflow was generated chiefly by the receipt of funds in 2009 from TenneT. delta financial statements 2009

92 Notes to the consolidated statement of cash flows DELTA conducted a strict policy to improve its cash position in A series of initiatives such as faster billing and collection of receivables and strict application of purchasing conditions and payment conditions led to a strong improvement in the cash inflow from operating activities. 90 The statement of cash flows has been prepared in accordance with the indirect method. As some items in the income statement and the statement of financial position do not generate direct cash flow effects, the cash flow for these items has been neutralised. This essentially concerns three items: Treatment of derivatives Fair value gains and losses on the trading portfolio lead to current and non-current movements on both the assets and the liabilities sides of the statement of financial position. Some of these gains and losses are included in the operating profit and some in the hedge reserve, forming part of group equity. However, none of these movements results directly in cash flow. For this reason, all movements are included in the operating cash flow, with positive and negative movements cancelling each other out. Share in the profit of joint ventures and associates Only part of DELTA s share in the profit of joint ventures and associates is distributed as dividend. The retention of earnings leads to an increase in the equity of the relevant company and thus to a movement in the financial assets recognised by DELTA in the statement of financial position. Consequently, only actual dividend receipts are recognised in cash flow. Income tax The profit after tax takes account not only of the income tax payable on the profit before tax but also of deferred tax assets and liabilities resulting from loss carry forwards and the agreement with the tax authorities concerning the 1998 opening statement of financial position for tax purposes. As movements in deferred tax do not lead to actual cash flow, movements in deferred tax assets and liabilities have been eliminated in the cash flow. Cash flow from investing activities includes expansion and replacement expenditure for tangible and intangible assets and also equity contributions at joint ventures and associates to a total of EUR 58.9 million. This relates chiefly to the increase in DELTA s equity interest in Sloecentrale Holding B.V. and to the acquisition of non-controlling interests in Sunergy Investco B.V. and Solland Solar Energy Holding B.V. Additional contributions were also made to RGS Development B.V. and Fesil Sunergy A.S. in order to finance their development activities. Movements in other financial assets relate to DELTA s financing in 2008 and 2009 of the construction of the Sloe power station and the repayment of this financing by Sloecentrale Holding B.V. at the end of 2009 after the power station came into service. The cash inflow was applied to repay external borrowings ahead of schedule.

93 Notes to the operating segments New IFRS rules took effect in 2009 regarding segment information. The main change is that segment information must be based on internal reports and differences in valuations must be explained. DELTA N.V. provided segment information in the past on the basis of its management and internal reporting structure. The DELTA group consists of the following divisions: Energy, Comfort, DNWB, Infrastructure, Environmental, Sustainable Energy and holding company activities. The Energy Division is active throughout the energy supply chain, from procurement of the required fuels and electricity generation to the supply of energy (gas and electricity) to the wholesale market. The Comfort Division supplies electricity, gas, water, radio and television channels and telephony services via cable and the internet to consumers and the small-business market. It also supplies heating equipment on a rental basis, provides public information and is active in renewable energy and energy conservation research and projects. The network operator (DNWB) transports electricity and gas and is responsible for the construction, management and maintenance of the electricity and gas networks. The Infrastructure Division builds, manages and maintains electricity, gas, water, heat and telecommunication networks. It is also responsible for the installation and management of electricity, gas and water meters and for meter reading. 91 The Environmental Division is engaged in all activities in the waste management chain, including waste collection, recycling and processing. It is also active in industrial cleaning. The SAV subsidiary was acquired in The activities carried on for the development, production and sale of sustainable energy relate principally to several links in the solar energy chain and to DELTA Biovalue B.V. (biodiesel production). Other activities include the work of the central staff departments and the cost centres, except for the central staff departments and cost centres of the Environmental Division and the Sustainable Energy Division, which are included in the divisional figures. Transactions between related parties are settled at prices that are comparable with the prices for transactions with third parties. delta jaarrekening 2009

94 Operating segments (x EUR 1 million) Total Energy Comfort Revenue To third parties 1, , , , Inter-segment Total revenue disclosed in the financial statements 1, , , , ,0 Expenses Depreciation and amortisation ,8 Other operating expenses 1, , , , ,7 Impairments 63.6 (1.7) Profit or loss of the segment versus financial statements (29.2) Profit or loss of non-consolidated interests Profit or loss before interest and income tax expense of continuing operations Profit or loss before interest and income tax expense of discontinued operations (1.1) - - Profit before interest and income tax expense Finance income and costs (33.5) (5.5) (2.3) 5.6 (2.9) (3.1) Profit before tax Income tax expense 1.9 (15.5) (21.1) (16.9) (4.7) (2.2) Profit for the year including third-party interests Other comprehensive income (45.0) (95.4) (36.8) (91.3) - - Total comprehensive income (34.8) 6.1 (30.3) (25.6) Attributable to non-controlling interests (2.6) (0.6) Attributable to owners (37.4) 5.5 Statement of financial position Total Energy Comfort (x EUR 1 million) Intangible assets, property, plant and equipment 1, , Non-controlling interests Deferred tax assets Other assets 1, , Unallocated assets Total assets 3, , Liabilities 1, , Unallocated group equity 1, ,433.0 Total liabilities 3, ,635.5 OTHER INFORMATION Total Energy Comfort (x EUR 1 million) Assets utilised: Additions to intangible assets, property, plant and equipment Number of employees (FTEs) at 31 December 3, ,

95 DNWB Infrastructure Environment Sustainable Other/eliminations (182.3) (188.7) (182.3) (188.7) (166.9) (169.9) (2.8) (4.4) (2.3) (129.5) (28.4) (34.5) (25.0) (0.6) (1.2) (2.3) (130.1) (29.5) (11.3) (2.3) (2.7) (130.1) (29.5) (5.7) (1.8) (7.1) (8.7) (10.8) (4.7) 4.3 (9.6) (15.6) (125.8) 39.1 (21.3) 12.4 (1.3) (3.3) (1.3) (2.0) (4.8) (5.4) (104.7) (29.8) (7.4) (1.1) (1.5) - - (7.1) (2.5) (16.1) (22.6) (104.7) (29.8) (14.5) (14.9) DNWB Infrastructure Environment Sustainable Other/eliminations (19.3) (33.4) (31.6) DNWB Infrastructure Environment Sustainable Other/eliminations , ,

96 Consolidated companies Company Headquarters DELTA s interest Voting rights DELTA Infra B.V. Middelburg 100% 100% 100% DELTA Netwerkbedrijf B.V. Middelburg 100% 100% 100% DNWB MZL Activa B.V. Middelburg 100% 100% 100% DELTA Netwerk Gas B.V. Middelburg na 100% na DELTA Energy B.V. Middelburg 100% 100% 100% DELTA Ficus Holding B.V. Middelburg 100% 100% 100% DELTA Pipe B.V. Middelburg 100% 1) 100% 100% Deltius B.V. Ritthem 100% 100% 100% Windpark Kreekraksluis B.V. Middelburg 100% 100% 100% N.V. DELTA Windparken Curaçao Willemstad, Curaçao na 100% na DELTA Caribbean N.V. Willemstad, Curaçao 100% 75% 100% DELTA Tolling Sloe B.V. Middelburg 100% 100% 100% DELTA Saefthinge N.V. Doel, Belgium 99.9% na 99.9% 94 DELTA Milieu B.V. Terneuzen 100% 100% 100% Promar B.V. Terneuzen 100% 100% 100% DELTA Milieu Compost en Biomassa B.V. Terneuzen 100% 100% 100% DELTA Milieu Biofuels B.V. Terneuzen 100% 1) 100% 100% DELTA Milieu Groencompost B.V. Terneuzen 100% 1) 100% 100% DELTA Milieu Composteren B.V. Schiedam 100% 1) 100% 100% DELTA Impex B.V. s-gravenpolder 100% 100% 100% DELTA Milieu Industriële Reiniging B.V. Terneuzen 100% 100% 100% DELTA Milieu Industriële Reiniging N.V. Ghent, Belgium 100% 1) 100% 100% Zeeuwse Reinigingsdienst B.V. Terneuzen 99% 99% 99% DELTA Milieu Verwerking B.V. Terneuzen 100% 100% 100% DELTA Milieu Recycling B.V. Terneuzen 100% 1) 100% 100% HigH5 Recycling Group N.V. Antwerp, Belgium na 70% na Perex B.V. Terneuzen 100% 1) 100% 100% DELTA Milieu Afvalbergingen B.V. Terneuzen 100% 1) 100% 100% Derde Merwedehaven B.V. Dordrecht 100% 1) 100% 100% Stortplaats Koegorspolder B.V. Terneuzen 100% 1) 100% 100% Stortplaats Noord en Midden Zeeland B.V. Terneuzen 100% 1) 100% 100% DELTA Milieu Verbranding & Handel B.V. Terneuzen 100% 1) 100% 100% BTC Zoetermeer B.V. Terneuzen 100% 1) 100% 100% DELTA Milieu Personeel B.V. Terneuzen 100% 100% 100% DELTA Comfort B.V. Middelburg 100% 100% 100% DELTA Kabelcomfort Netten B.V. Middelburg 100% 100% 100% DELTA Kabelcomfort B.V. Middelburg 100% 100% 100% ZeelandNet B.V. Kamperland 100% 100% 100% Internetservices Zeeland B.V. Kamperland 100% 1) 100% 100% Internetplatform Zeeland B.V. Kamperland 100% 1) 100% 100% DELTA Comfort Service B.V. Middelburg 100% 100% 100% DELTA Investerings Maatschappij B.V. Middelburg 100% 100% 100% DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V. Middelburg 100% 100% 100% Stichting DELTA Zeeland Fonds Middelburg 100% 100% 100% Zeeuwse Netwerkholding N.V. Middelburg 100% na 100% 1) Shareholding of the parent company in the entity

97 Consolidated companies (continued) Company Headquarters DELTA s interest Voting rights DELTA Development & Water B.V. Middelburg 100% 100% 100% DELTA MBR B.V. Middelburg 100% 100% 100% Triqua B.V. Wageningen 100% 100% 100% DELTA Biovalue B.V. (voorheen: Biovalue Holding B.V.) Eemshaven 100% 100% 100% DELTA Biovalue Nederland B.V. Eemshaven 100% 1) 100% 100% DELTA Biopat B.V. Eemshaven 100% 1) 100% 100% DELTA Solar B.V. Middelburg 100% 100% 100% Solland Solar Energy Holding B.V. Heerlen 100% 1) 70% 100% Solland Solar Energy B.V. Heerlen 100% 1) 100% 100% Solland Solar Real Estate B.V. Heerlen 100% 1) 100% 100% Solland Solar Cells B.V. Heerlen 100% 1) 100% 100% Solland Solar Cells GmbH Aachen, Germany 100% 1) 100% 100% Sunergy Investco B.V. Middelburg 100% 55.11% 100% Solsic Development Company AS Norway 60% 60% 60% Solwafer B.V. Middelburg 100% 100% 100% Solland Solar Energy Holding B.V. Heerlen na 20% na Solland Solar Energy B.V. Heerlen na 100% na Solland Solar Real Estate B.V. Heerlen na 100% na Solland Solar Cells B.V. Heerlen na 100% na Solland Solar Cells GmbH Aachen, Germany na 100% na 95 Indaver N.V. Belgium 75% 75% 75% Indaver Participaties N.V. Belgium 100% 100% 100% Indaver Logistics N.V. Belgium 100% 100% 100% Indaver Medical Services N.V. Belgium 100% 100% 100% Aroc-NL B.V. IJmuiden na 100% na Indaver Italia srl Italy 100% 100% 100% Indaver Ireland Ltd Ireland 100% 100% 100% Lokrum Ltd Ireland 100% 1) na 100% Cedar Integrated Waste Ltd Ireland 100% 1) na 100% Indaver Nederland B.V. Terneuzen 100% 100% 100% Indaver Gevaarlijk Afval B.V. Terneuzen 100% 1) 100% 100% Indaver Personeel B.V. Terneuzen 100% 1) 100% 100% Aroc B.V. IJmuiden 100% 1) nvt 100% Indaver Portugal SA Portugal 100% 100% 100% Indaver Schweiz AG Switserland 100% 100% 100% Indaver UK Ltd United Kingdom 100% 100% 100% Indaver Polska Sp. z o. o. Poland 98.36% 98.36% 98.36% Indaver Servisi d.o.o Slovenia 100% 100% 100% INNI Holdings GmbH Germany na 51% na SAV GmbH Germany na 100% na AVG GmbH Germany na 99,74% na HIM GmbH Germany na 93,83% na SAV Beteiligungs GmbH Germany 51% na 51% SAV Zweite Beteiligungs GmbH & Co. KG Germany 94.9% 1) na 94.9% AVG Abfall - Verwertungs - Gesellschaft mbh Germany 99.74% 1) na 99.74% GAREG Umwelt - Logistik GmbH Germany 100% 1) na 100% HIM GmbH Germany 93.83% 1) na 93.83% FRASSUR GmbH Umweltschultz - Dienstleistungen Germany 100% 1) na 100% Panse Wetzlar Entsorgung GmbH Germany 100% 1) na 100% AVA Abwasser - und Verwertungsanlagen GmbH Germany 100% 1) na 100% delta financial statements 2009

98 Non-consolidated companies Company Headquarters DELTA s interest Voting rights Joint ventures DELTA Energy B.V. N.V. EPZ Borssele 50.00% 50.00% 50.00% Sloewind B.V. Middelburg 50.00% 50.00% 50.00% Windpark Distridam vof Terneuzen 50.00% 50.00% 50.00% PV Ned B.V. Middelburg 50.00% 50.00% 50.00% BMC Moerdijk B.V. Moerdijk 50.00% 50.00% 50.00% Sloe Centrale Holding B.V. Vlissingen 50.00% 50.00% 50.00% Sloe Centrale B.V. Vlissingen % 1) % % DELTA Milieu Industriële Reiniging B.V. Vedis Reiniging B.V. Terneuzen 50.00% 50.00% 50.00% DELTA Mourik Industrial Services (DEMIS) vof Terneuzen 50.00% 50.00% 50.00% 96 DELTA Milieu Verbranding & Handel B.V. Depmer B.V. Dordrecht 50.00% 50.00% 50.00% DELTA Milieu Afvalbergingen B.V. Zeeuwgrond B.V. Nieuwdorp 50.00% 50.00% 50.00% DELTA Milieu Biofuels B.V. Ecofuels B.V. Well, Limburg 50.00% 50.00% 50.00% DELTA N.V. Evides N.V. Rotterdam 50.00% 50.00% 50.00% Elsta B.V. Middelburg 25.00% 25.00% 25.00% Elsta B.V. & Co CV Middelburg 24.75% 24.75% 24.75% DELTA/Essent Lighting vof Goes 50.00% 50.00% 50.00% Indaver N.V. Indaver Relight N.V. Belgium 50.00% 50.00% 50.00% Sleco-Centrale N.V. Belgium 50.00% 50.00% 50.00% Svex N.V. Belgium 50.00% 50.00% 50.00% Wips N.V. Belgium 50.00% 50.00% 50.00% SAV Beteiligung GmbH HIM GmbH Gesellschaft fur die Verwertung von Sonderabfallen mbh & Co KG Germany 50.00% 1) na 50.00% Associates DELTA Netwerkbedrijf B.V. Zebra GasNetwerk B.V. Middelburg 33.33% 33.33% 33.33% Zebra Activa B.V. Middelburg % 1) % % Zebra Pijpleiding vof Middelburg 33.33% 1) 33.33% 33.33% Entrade Pipe B.V. Vught % 1) % % Zebra Pijpleiding vof Middelburg 66.67% 1) 66.67% 66.67% DELTA Energy B.V. Windpark Perkpolderhaven B.V. Perkpolder na 40.00% na Windpark Neeltje-Jans B.V. Veere 40.00% 40.00% 40.00% Windpark Zeeland 1 B.V. Vlissingen/ Kapelle-Schore 40.00% 40.00% 40.00% NPG Willebroek N.V. Antwerp, Belgium 49.00% na 49.00%

99 Non-consolidated companies (continued) Company Headquarters DELTA s interest Voting rights DELTA N.V. Sunergy Investco B.V. RGS Development B.V. Petten 35.00% 1) 35.00% 35.00% Fesil Sunergy AS Norway 49.00% 1) 49.00% 49.00% Partners Vliegveld Zeeland B.V. Middelburg 45.00% 45.00% 45.00% Zeeland Airport B.V. Middelburg 48.00% 1) 48.00% 48.00% N.V. AZN Den Bosch na 20.00% na Delta Milieu B.V. B.V. Grondbezit AVI Moerdijk Moerdijk 20.00% 20.00% 20.00% B.V. Grondbezit AVI Moerdijk II Moerdijk 20.00% 20.00% 20.00% N.V. AZN Den Bosch 20.00% na 20.00% Indaver N.V. IHM cvba Belgium 30.00% 30.00% 30.00% Ibogem cvba Belgium 35.12% 35.12% 35.12% Intercommunale vereniging Verko N.V. Belgium 39.90% 39.90% 39.90% Ecowest N.V. Belgium 42.61% 42.61% 42.61% Indaver Participaties N.V. Sita Decontamination Services N.V. Belgium 26.00% 1) 26.00% 26.00% Ecov N.V. Belgium 50.00% 1) 50.00% 50.00% Ivago cvba Belgium 50.00% 1) 50.00% 50.00% 97 Other investments DELTA Netwerkbedrijf B.V. Energie Data Services Nederland B.V. 1.65% 1.65% 1.65% DELTA Energy B.V. Decu Beheer B.V % 60.00% 60.00% Decu CV 59.76% 59.76% 59.76% DELTA Milieu B.V. Business Park Terneuzen B.V % 15.00% 15.00% DELTA N.V. N.V. Kema 7.60% 7.60% 7.60% Synergia Capital Partners B.V. 5.00% 5.00% 5.00% DELTA Investerings Maatschappij B.V. Sustainable Energy Technology Fund CV 49.93% 1) 49.93% 49.93% Indaver N.V. GRL Glasrecycling N.V % 34.99% 34.99% Vlar Papier N.V % 34.96% 34.96% Spanin N.V % 50.00% 50.00% Indaver Schweiz AG Sibag AG na 24.63% na Ecowest N.V. IVIO cvba 1.50% 1) 1.50% 1.50% Ivvo cvba 3.46% 3.46% 3.46% 1) Shareholding of the parent company in the entity delta financial statements 2009

100 Company statement of financial position at 31 December 2009 (before profit appropriation) (x EUR 1,000) ASSETS Non-current assets Intangible assets 42,352 65,755 Property, plant and equipment 35,489 48,847 Financial assets Investments in subsidiaries 725, ,030 Other investments 289, ,518 Receivables from subsidiaries 36,876 79,445 Loans to investment entities 1, ,426 Other loans 26,145 33,980 Deffered tax asset 74,959 74,920 Other receivables ,153,847 1,383,319 1,231,688 1,497,921 Current assets Receivables from subsidiaries 473, ,120 Receivables from related parties Other receivables 56, , , ,120 Cash 9,294 12,506 1,771,388 2,068,547 EQUITY AND LIABILITIES Equity Equity 1, ,263,751 Profit for the year 7, ,916 1,258,105 1,364,667 Provisions 3,702 3,867 Non-current liabilities 314, ,588 Current liabilities Payables to subsidiaries 130,695 42,283 Payables to related parties Other payables 64, , , ,426 1,771,388 2,068,547

101 Company income statement (x EUR 1,000) (Loss)/profitt on parent company activities (41,723) 81,683 Share in profit of subsidiaries, joint ventures and associates 48,814 19,233 Profit for the year 7, , delta financial statements 2009

102 Notes to the company financial statements DELTA N.V. is the holding company, incorporated under Dutch law, of a number of subsidiaries active in the generation, transportation and supply of energy and in the provision of environmental and cable services. The functional currency is the euro. Unless otherwise stated, all amounts are presented in thousands of euros. DELTA availed itself of the option provided for in Title 9, Book 2, of the Netherlands Civil Code to prepare the company financial statements in accordance with the IFRS accounting policies used for the consolidated financial statements with the exception of the subsidiaries, joint ventures and associates that are carried at net asset value. The company income statement is presented in abridged form in accordance with article 402, Title 9, Book 2, of the Netherlands Civil Code. Accounting policies Investments in the equity of other entities are measured at net asset value on the basis of the IFRS policies applied for the consolidated financial statements, adjusted for the carrying amount of goodwill arising on acquisitions, less goodwill impairments. No account is taken of non-controlling interests, which are recognised in the carrying amount of the subsidiary concerned. For other accounting policies, reference is made to the notes to the consolidated financial statements. 100 INTANGIBLE ASSETS (x EUR 1,000) 2008 Total Software Balance at 1 January 54,751 54,751 Additions 23,638 23,638 Amortisation (11,297) (11,297) Reclassification/other changes (1,337) (1,337) Balance at 31 December 65,755 65, Balance at 1 January 65,755 65,755 Additions 7,831 7,831 Amortisation (26,267) (26,267) Reclassification/other changes (4,967) (4,967) Balance at 31 December 42,352 42,352 The movement in intangible assets was attributable in full to investments in new IT software and IT software amortisation. Other movements relate to the transfer of IT software to DNWB.

103 PROPERTY, PLANT AND EQUIPMENT (x EUR 1,000) Total Land and Plant and Other Assets under Third-party buildings equipment assets construction contributions 2008 Balance at 1 January 312,546 39, ,328 3,451 49, ,472 Additions 1, , Depreciation (626) (626) Disposals (490) (293) (62) (135) - - Reclassification as held for sale (37,719) - (51,157) (44) - 13,482 Other movements (226,464) (15,887) (292,197) (829) (29,668) 112,117 Balance at 31 December 48,847 23,197 17,117 3,579 19,827 (14,873) Balance before deduction of contributions 63,720 23,197 17,117 3,579 19, Accumulated depreciation and impairment 92,086 23,360 49,402 19,324 - Cost at 31 December 155,806 46,557 66,519 22,903 19,827 Depreciation periods in years na 2009 Balance at 1 January 48,847 23,197 17,117 3,579 19,827 14,873 Additions 2, ,243 - Depreciation (1,079) (635) - (444) - - Disposals (426) (23) (403) Other movements (14,096) (1,422) (9,078) (1,668) (12,755) 10,827 Balance at 31 December 35,489 21,117 7,636 1,467 9,315 (4,046) Balance before deduction of contributions 39,534 21,117 7,636 1,467 9,315 Accumulated depreciation and impairment 94,789 23,649 51,815 19,325 - Cost at 31 December 134,323 44,766 59,450 20,792 9,315 Depreciation periods in years nvt Property, plant and equipment consist chiefly of investments in accommodation. The compulsory economic transfer of the meters to the network operator during the reporting period is recognised in other movements. delta financial statements 2009

104 FINANCIAL ASSETS (EXLCUDING TAX ASSET) (x EUR 1,000) Total Investments Other Receivables Receivables from Other in investments from other investment receivables subsidiaries subsidiaries entitiess Balance at 1 January ,200, , , ,641 52,455 41,690 Change in the consolidation 107,808 98,373-9, Reversal/increase in current portion (5,661) (5,961) Loans granted/acquired 118,054-1,815 15,217 98,022 3,000 Results 19,263 (14,815) 34, Disposals/repayments/dividends (130,039) (18,827) (51,310) (54,802) (351) (4,749) Movements in hedge reserve (124,869) (124,869) Equity contribution 120, , Other movements 3, ,441 (46) - - Balance at 1 January ,308, , ,518 79, ,426 33,980 Reversal/increase in current portion 5, ,767 Loans granted/acquired 32,820 (18,712) 8,907 (5,700) 47, Results 48,814 20,564 28, Disposals/repayments/dividends (262,603) - (18,908) (31,265) (197,159) (15,271) Movements in hedge reserve (51,688) (45,262) (6,426) Equity contribution 15,744 15, Other movements (18,363) (2,715) (11,323) (5,605) - 1,279 Balance at 31 December ,078, , ,016 36,876 1,202 26,145 The equity contribution to subsidiaries relates to a strengthening of the network operator s equity. The hedge reserve declined in 2008, solely on account of the related deferred tax. Receivables from subsidiaries relate to loans to group companies or loans granted by a subsidiary to group companies. New receivables from other investment entities relate principally to a receivable from Sloecentrale Holding B.V., in which DELTA has a 50% interest. This receivable was settled in full at the end of the reporting period. Other receivables relate to lump-sum payments received in respect of sale and leaseback agreements, which have been deposited as security with the lessor.

105 DEFERRED TAX ASSETS Deferred tax assets have arisen as a result of temporary differences between the carrying amount in the financial statements and the corresponding tax bases. Amounts are also included in connection with loss carry forwards. DELTA also recognises a hedge reserve for unrealised movements in the value of derivatives/trade contracts in accordance with IAS 39/32. The negative movement in the hedge reserve in 2008 resulted in an increase in the deferred tax asset. RECEIVABLES (x EUR 1,000) Receivables (ex. receivables from group companies) Trade receivables 37, ,776 Income tax 1,745 6,472 Other taxes - 3 Total taxes 1,745 6,475 Other assets and prepayments and accrued income 12,435 23,784 Assets held for sale - 50,091 Current portion of loans granted 4,561 10,328 Receivables from related parties Other receivables 17,613 84,749 Total 57, ,000 Trade receivables were lower than at the end of 2008 owing to the separate disclosure of the receivables of the Energy Division. Related party transactions relate to receivables from Evides. delta financial statements 2009

106 STATEMENT OF CHANGES IN EQUITY (x EUR 1,000) Total Issued Statutory Hedge Other Retained capital reserve reserve reserves earnings Balance at 31 December ,416,463 6, ,941 64,497 1,107, ,530 Profit appropriation for 2007 (57,265) - (29,093) - 86,358 (114,530) Other movements 4,557 - (2,294) - 6,851 - Movement for capitalised development costs - - 1,345 - (1,345) - Movements in hedge reserve for energy derivatives Movements in hedge reserve for interest rate derivatives (124,869) - - (124,869) - - (10,127) - - (10,127) Add: income tax effect 34, , Profit for , ,916 Balance at 31 December ,364,667 6,937 92,899 (35,508) 1,199, ,916 Transaction between owners (18,712) (18,712) - Profit appropriation for 2008 (50,458) - (9,329) - 59,787 (100,916) Other movements (18,354) - (18,163) Movement for capitalised development costs - - (10,499) - 10,499 - Movements in hedge reserve for energy derivatives (33,525) - - (33,525) - - Movements in hedge reserve for interest rate derivatives (1,807) - - (1,807) - - Add: income tax effect 9, , Profit for , ,091 Balance at 31 December ,258,105 6,937 54,908 (61,636) 1,250,805 7,091 Statutory reserves comprise the undistributed profits of subsidiaries, joint ventures and associates. It is consequently not freely distributable. The hedge reserve is also not freely distributable inasmuch as it relates to the unrealised fair value gains and losses on the trading portfolio. For an explanation of changes in equity, reference is made to the consolidated financial statements. In contrast to the consolidated financial statements, the non-controlling interest in each subsidiary is deducted directly from the subsidiary concerned in accordance with the equity value method.

107 PROVISIONS (x EUR 1,000) Total B-map Employee benefits Other provisions Balance at 1 January , ,391 1,079 Reversal of current portion of provisions 10, ,475 Additions Interest additions Released (287) - (287) - Utilised (10,543) (382) (736) (9,425) Other movements ,037 (1,129) Balance at 31 December ,445 1,229 4,217 - Current portion (1,578) (650) (928) - Balance at 1 January , , Reversal of current portion of provisions 1, Additions Interest additions Released Utilised (682) (101) (580) - Other movements Balance at 31 December ,200 1,144 4,057 - Current portion (1,498) (650) (848) - Balance at 31 December , ,208 - Provisions relate chiefly to employee benefits and to BMAP. These provisions are recognised in order to settle future financial obligations. The BMAP provision relates to the Environmental Action Plan for Industry (BMAP). It is based on the environmental surcharge on electricity and gas supplies charged to certain groups of consumers in the period Remaining liabilities connected with BMAP activities undertaken in the past are settled from this provision. Introduction of the new health insurance system on 1 January 2006 substantially changed the obligations underlying the provision for health care costs. An amount of EUR 1.5 million of the provision formed in the past therefore continues to be recognised. Under the terms of the collective labour agreement (CLA), DELTA also pays employees service-related benefits. From the date on which an employee joins the company, a provision is recognised for these benefits based on the number of years of service, expected price and salary inflation (averaging 2.0%) and statistical severance, invalidity and mortality rates. The relevant discount rate is 5.0% (2008: 5.0%). delta financial statements 2009

108 NON-CURRENT LIABILITIES (x EUR 1,000) Balance at 1 January 519, ,523 Reversal of current position 9,899 3,949 New loans 550, ,000 Movements in cross-border lease (420) (31) Repayments (760,000) (108,949) Movements in interest rate swaps (2,156) 4, , ,487 Repayments due within one year (2,616) (9,899) Non-current liabilities 314, , CURRENT LIABILITIES (EX. GROUP COMPANIES) (x EUR 1,000) Trade payables 6,926 8,565 Current tax liabilities 29,199 56,536 Derivatives 5,575 2,440 Current portion of non-current liabilities 2,616 9,899 Current portion of provisions 1,498 1,578 Payables to related parties Accruals and deferred revenue 13,947 33,253 Total other current liabilities 18,191 45,602 Bank borrowings 4,700 25,000 Balance at 31 December 64, ,143 Other liabilities include the current portion of provisions, the current portion of borrowings and trade payables outstanding. Current tax liabilities include VAT and energy tax payable.

109 COMMITMENTS AND CONTINGENT LIABILITIES DELTA N.V. has filed a statement with the Chamber of Commerce as required by the provisions of article 403, Book 2, of the Netherlands Civil Code assuming joint and several liability for any debts arising from the legally binding transactions of any of the following subsidiaries. DELTA Energy B.V. DELTA Pipe B.V. DELTIUS B.V. DELTA Ficus Holding B.V. Windpark Kreekraksluis B.V. DELTA Tolling Sloe B.V. DELTA Comfort B.V. DELTA Kabelcomfort B.V. ZeelandNet B.V. DELTA Comfort Services B.V. Internetplatform Zeeland B.V. Internetservice Zeeland B.V. DELTA Netwerk Bedrijf B.V. DELTA Netwerk Gas B.V. DELTA MBR B.V. DELTA Infra B.V. DELTA Kabelcomfort Netten B.V. Given the filing of this statement and the owners declarations of agreement filed annually with the Chamber of Commerce, these companies are exempt from using the prescribed format to prepare their financial statements. DELTA N.V. forms a tax group with some of its subsidiaries. On that basis, DELTA N.V. is jointly and severally liable for the tax liabilities of those companies. DELTA N.V. has granted put options to the non-controlling owners of Indaver. For further details, reference is made to the consolidated financial statements. 107 Regarding the fulfilment of Solland Solar Energy Holding B.V. s obligations to its lenders, DELTA N.V. has given a guarantee of EUR 70.0 million. DELTA has given a guarantee up to a maximum of EUR 33.9 million regarding external bank borrowings. AUDIT FEE (x EUR 1,000) DELTA N.V. paid the following audit fees in 2009: Deloitte Accountants B.V. Other members of the Deloitte Total network in the Netherlands Audit of the DELTA group financial statements Other audit engagements Tax consultancy Other non-audit services Total 896 1, ,143 1,241 Performance-related fees are not paid. The audit of the financial statements of the members of the DELTA group in 2009 related to the closure of the 2008 financial statements (19 in total) and the interim 2009 audit (14 sets of financial statement for 2007 were certified). The scope of the 2008 audit was considerably widened to include Solland (2 sets of financial statements), Biovalue (first full year of operation) and three Dutch companies of Indaver. The audit fee in 2009 was accordingly considerably higher than that in Furthermore, additional work was carried out to close the 2008 financial statements, including work required for the adoption of IFRS at Solland. delta financial statements 2009

110 Profit appropriation Article 39 of the Articles of Association provides for the appropriation of profits as follows. 1. Any loss reported in the income statement, as included in the adopted financial statements, shall be taken to the general reserve. If the general reserve holds insufficient funds to cover said loss, the remainder of the loss shall be charged to any profits achieved in future years. 2. If the income statement, as included in the adopted financial statements, reports any profit, the Supervisory Board may use this profit to allocate funds to the general reserves. Any profit remaining shall be at the disposal of the General Meeting of Shareholders. PROPOSED PROFIT APPROPRIATION (x EUR 1.000) Profit for the year 7, ,916 Utilisation/addition to the statutory reserve (40,581) 9, Profit available for appropriation (33,490) 110,245 Utilisation/addition to general reserves (83,490) 59,787 Proposed dividend 50,000 50,458 Approved by: P.G. Boerma, Chief Executive Officer F. Verhagen RA, Chief Financial Officer J.I. Hennekeij, Chairman of the Supervisory Board

111 To the shareholders of DELTA N.V. P.O. Box KA MIDDELBURG Auditors report REPORT ON THE FINANCIAL STATEMENTS We have audited the accompanying financial statements 2009 of DELTA N.V., Middelburg. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at December 31, 2009, the consolidated income statement, the statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of cash flows for the year then ended and notes, comprising a summary of significant accounting policies and other explanatory information. The company financial statements comprise the company statement of financial position as at December 31, 2009, the company income statement for the year then ended and the notes. Management s responsibility Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. 109 Auditor s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s 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 entity s 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 entity s 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. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of DELTA N.V. as at December 31, 2009, and of its result and its cash flow for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of DELTA N.V. as at December 31, 2009, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code. delta financial statements 2009

112 Emphasis of Matter We draw attention to the notes to the goodwill in the financial statements, inwhich the uncertainty regarding the future cash flow of Solland is described. For Solland a revised business plan has been prepared. This business plan is ambitious and surrounded by uncertainty. Our opinion is not qualified in respect of this matter. REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS Pursuant to the legal requirement under 2:393 sub 5 part f of the Netherlands Civil Code, we report, to the extent of our competence, that the report of the executive board is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code. Middelburg, March 29, 2010 Deloitte Accountants B.V. Was signed: W.A. de Leeuw RA 110

113 DELTA IN FINANCIAL FIGURES, CONSOLIDATED (x EUR 1,0 million) Assets Intangible assets Property, plant and equipment 1,002 1, Financial assets 886 1, Current assets Cash ,233 3,635 2,772 1,721 1,636 Equity and liabilities Equity 1,312 1,433 1,433 1,288 1,198 Provisions Non-current liabilities Current liabilities ,233 3,635 2,772 1,721 1,636 Revenue Electricity Gas Electricity and gas transport Water/wastewater Telecommunications Waste management and environmental services Solar energy Biodiesel Miscellaneous Total revenue 1,967 2,211 1,453 1,093 1,035 Expenses Cost of sales 1,403 1,649 1, Fair value gains and losses on the trading portfolio (34) 13 (24) 31 (4) Other gains and losses (third parties) (32) (42) (36) - - Net operating expenses Total operating expenses 1,997 2,138 1,375 1, Earnings from operations (29) Share in profit of joint ventures and associates Operating profit Net finance (costs)/income (30) (6) (15) 5 4 Profit before tax Income tax (2) (15) (4) 59 (22) Result from discontinued operations Non-controlling interests (3) (1) (4) - - Profit for the year Proposed dividend delta financial statements 2009

114 DELTA key figures (x EUR 1 million) Revenue 1, ,210.9 of which: Electricity supplied Gas supplied Electricity and gas transport Cable, internet and telecommunications Waste management and environmental services Solar energy Biofuel Other Financial position Gross margin Operating profit Profit before tax Profit for the year Equity (ex. dividend) 1, ,433.0 Balance sheet total 3, ,635.5 Ratios Return on capital employed 2.3% 5.0% Return on capital attributable to owners 0.6% 7.4% Equity ratio 40.6% 39.4% Interest coverage ratio Definition of financial ratios Return on capital employed (ROCE) Earnings from operations plus interest income from financial assets and the share in the profit of joint ventures and associates x 100%, divided by capital employed. Capital employed Non-current assets plus net working capital at the end of the reporting period. Return on equity (ROE) Profit after tax attributable to the owners of DELTA N.V. divided by the equity attributable to the owners of DELTA N.V. Equity ratio Group equity x 100% divided by total assets. Interest coverage ratio Earnings from operations plus interest income divided by interest expense (excluding interest added to provisions).

115