VISION 2050 - Fluvius path to climate neutrality

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#1Investor Presentation Fluvius System Operator cv June 2022 fluvius. 5931#2Table of contents 1. Corporate profile (p. 4) 2. Overview of activities (p. 10) 1234 3. 4. 5. 6. 7. Recent events (p. 19) Corporate Social Responsibility & Sustainability (p. 22) Financial profile (p. 25) Key takeaways for investors (p. 34) Annexes (p. 37) Please read the disclaimer on page 56 fluvius. 5931#3Executive Summary 0000 Strategic Importance to the Flemish Region Favourable Regulatory Environment for Energy (Revenue Cap) Efficient Operating Scheme Solid Cash Flow Visibility Fluvius covers 100 % of the municipalities of the Flemish Region Fluvius operates essential utility services for Flemish society: electricity & gas distribution, public lighting, sewerage, cable networks, district heating and the associated data management The energy DSOs have a legally based regional monopoly for electricity & gas distribution Tariff mechanism with a 4-year regulatory period based on a revenue cap model, including a fair profit margin as remuneration on invested capital Group structure with one single operating company (Fluvius System Operator) for 11 utility companies allows for efficient operations and benefits of scale Pooling of staff and all operational, financial and management activities at the operating company Predictable revenue streams across all activities Low Risk Profile Favourable Economic Dynamics CSR & ESG policy fluvius. • Low business risk - the DSOs and other intermunicipalities are not involved in competitive activities Intermunicipalities own 100% of their network infrastructure Flanders (Fitch: AA stable; Moody's: Aa3 stable) is Belgium's (Moody's: Aa3 stable) most populated region (6,7 million inhabitants - Jan 2021). Moody's rating of Flanders is based on a diversified, wealthy and innovative economy, solid institutions and governance strength and decisive response to pandemic which limits risks of LT scarring (7 Dec 2021) Fluvius has solid investment grade ratings: A3 (stable) at Moody's - A+ (negative) at Creditreform Fluvius is a key partner for the Flemish Climate & Energy Plan - Fluvius itself has developed its Vision 2050 pathway to Flemish climate neutrality Sustainable Development Goals (SDGs) are at the heart of Fluvius's impact-based CSR strategy June 2022. 3#41. Corporate profile fluvius.#5Who is Fluvius? Fluvius is the overall name for 11 Flemish intermunicipal utility companies and their operating company Fluvius System Operator (FSO), and some other related entities. Fluvius System Operator CV was created on 1 July 2018 through the merger by absorption of the former operating companies Eandis System Operator CVBA and Infrax CVBA. Fluvius System Operator is the operating arm of, and is 100% owned by, 11 intermunicipal companies that are themselves 100% owned by the Flemish municipalities. These 11 intermunicipal shareholders of Fluvius have operations in (1) the regulated electricity and gas distribution (10 intermunicipal DSOs) - 94,7% of FY 2021 turnover (2) the regulated sewerage system (4 intermunicipalities) (3) the contract-based cable network business (4 intermunicipalities) Fluvius serves approx. 3,6 million access points for electricity, 2,3 million for gas, 0,6 million for sewerage, 1,1 million for cable networks and 1,2 million public lighting points. Its utility services cover all 300 Flemish municipalities. Fluvius is Flanders' largest utility company. Fluvius is strategically important to the Flemish Region and the latter's policy aim of realising Europe's climate and energy objectives. fluvius. June 2022. 5#6Corporate Profile Key figures (31 Dec 2021) 7,7 million connections of which • 3,6 million for electricity • 2,3 million for gas • 1,1 million for CATV • 0,6 million for sewerage 1,2 million public lighting points 5.497 employees* EUR 1,1 billion gross investments in 2021 Who's who in the Flemish energy market Local electricity producers CREG VREG Central electricity producers Operating area Netherlands * Fluvius System Operator + Fluvius OV End- clients Baarle-Hertog Essen Hoogstraten Kalmthout Wuusbeszal Ravels Merksplas Revers North Sea Knokke-He Blankenberge Kapelen. Brecht Stabroek Brasschaaf Male Bearseamhou Wisselaar Arendonk Oud-T Oostende De Haan enkerke Damme Bredene Brugge St-Laurens Assende Rate Hamont Achel Beveren Antwerpen St-Gill-Waas Zwijndrech Scholen Schilde Zoersel Winegem Like 3 Vivsela Kasterle Lommel Neerpelt Maldegen Eeklo Карпие Stokano Zoste Zandhoven Mol Oudenburg Borsbeek Overpelt Moerbeke De Panne Middelkerke Nieuwpoort Kokside Mortsel Wachtbeko Boechout Grobbendo Herentals Gool Beernem Waarschot Krubeke Olen Balen Nilen De Kino ege Zedelgen Oostkamp Knesselare Evergem Temse Hemim Herenthout Zomergen) Lokeren Wasimuse Schele Kontich Lint Meerhout Hechtel-Exsel Lien Leopoldsburg Koekelare Lovendegem Lochrist Bomem Boom Hest-op-den-Berg Westerlo Ham Meeuwen-Gruitrode Aater Hamme Lasida! Torhout Zele Puurs Veurne Diksmuide Wingene Ruselede Huishou Beringen Nevele Destelberg Gent St-Amands Wilebroek SK Tessenderlo Pute Hersell Houthalen Helchteren Opglabbeek Kortemark Laarne Lichtervelde Berla St-Manens Pitem Tielt Wetteren Avering Lo-Raring Houthulst Hooglede Deinze Dendermonde A Buggenhout Mechelen enheden Den Begijnend Kapelle op De Pinte Wichelen Keerbergem Deat Lebbeke Scherpen Lummen Zonhoven Jedoole Zemra Boonmeerbeek Aarschot Zichem Maasmechelen Staden Meulebeke Dertergam Merelbeke Lede Opwik Meise Roeselare Zule Dosterze Aalst Pokapele Veteren Ingelmunster Izegem Gavere Merchtem Стоимосгое Катрепток Haacht Retselaar Bekkevoort Holsbeek Welsbere Kushoutem Zinge Asse Wommel H Hasselt Zitenda Diepenbeek Lanakon Moorslede Lendolade Poperinge Lodegam Teper Zonnebeke Wevelger Harebooke Waregem Kuu De Anzegem Zwalm Herzel Deriderle Machelen Koebalg Konenaken Gebets Lubbock Nieuwerkerkan Zonegem Zaventem Leuven Glabbeek Won Oudenaarde "Колевает Roosdaal Dibook Zoute Bertem Wollon Horebeke Boutersem Tervuren Oud Bierbeek Limer St-Truiden Kortk Menen Brakel Lierde Bogbon Heuvelland Zwevegem Aveigem Husbergen Maarkedal Geraardsbergen Hulderberg Hoegaarden Gook Overse Tongeren Galmaarden Ronse Comines-Warneton Spiere Hollin Pepingen Gingelom Elaz France fluvius. Brussels Capital Region Wallonia fluvius DSO TSO Elia TSO Fluxys Energy Suppliers June 2022. 6#7Fluvius's Corporate Structure (1/2) Fluvius group [consolidation] 300 Flemish municipalities 11 intermunicipal utility companies / Mission entrusted associations Other entities Operating company Fluvius System Operator cvba fluvius. 3 subsidiaries de stroomlijn SYNDUCTIS ATRIAS Fluvius System Operator's shareholders: 11 intermunicipalities Sibelgas; 1,92% PBE; 3,65% Riobra; 1,52% Fluvius West; 5,24% Iveka; 6,06% Fluvius Economic Group Intergem; 7,11% Other entities: mainly Fluvius OV, the entity employing statutory staff; also includes Interkabel fluvius. Gaselwest; 10,38% Fluvius Limburg; 18,02% Fluvius Antwerpen; 18,10% Imewo; 14,54% Iverlek; 13,46% June 2022. 7#8Fluvius's Corporate Structure (2/2) Rationale behind structure Transparent and flexible corporate structure: flexible decision-making structure allows for maintaining close links with 300 municipalities structure reflects clear division of powers within the Fluvius Economic Group coordination and information flow between both levels is guaranteed fluvius • Group's organisation 11 INTERMUNICIPALITIES each with its own Board of Directors responsible for the intermunicipality's corporate matters and the relations with the local authorities Fluvius Management Committee CEO: Supply Chain: Customer Services: Data Management: Network Operations: Frank VANBRABANT Raf BELLERS Tom CEUPPENS Guy COSYNS Wim DEN ROOVER Network Management: Jean Pierre HOLLEVOET Finance & ICT: Secretary-General: HR: David TERMONT (CFO) Nick VANDEVELDE Ilse VAN BELLE Regulation & Strategy: Filip VAN ROMPAEY • FLUVIUS SYSTEM OPERATOR Board of Directors with 20 members responsible for general strategy & policy, financing, Fluvius corporate matters Frank VANBRABANT, CEO June 2022. 8#9Corporate Strategy Our mission Sustainably connect society through our multi-utility networks. Our vision Fluvius wants to become THE Flemish multi-utility company, in collaboration with all stakeholders. Our strategy We focus on one Fluvius. We create a maximum of synergies across different networks. We ensure future- proof networks. We put the customer and the employee at the centre in everything we do. fluvius. June 2022 9#102. Overview of activities fluvius.#11• • Electricity & Gas Characteristics electricity & gas distribution grids owned by 10 intermunicipal DSOs, all of them with Fluvius System Operator as their operating company area of operations: entire Flemish Region tariffs and shareholder margin set by regulator VREG in regulated tariff methodology electricity: 3,6 million access points - 87.070 km LV, 46.841 km MV grid – 31,8 TWh transported - EUR 641,6 million invested (2021) gas: 2,3 million access points - 47.727 km low-pressure, 10.060 km mid- pressure grid - 65,6 TWh transported - EUR 239,3 million invested (2021) EUR 10,24 billion RAB value of networks (end 2021): EUR 6,47 billion (E) and EUR 3,77 billion (G) Electricity & Gas entities • Sewerage Characteristics sewerage networks owned by 4 intermunicipal companies covering 86 municipalities (= 29% of Flemish municipalities) as per 31 Dec 2021 legal basis: Flemish Drinking Water Decree (compliant with EU Water Framework Directive) regulator: Flemish Environment Agency (VMM) - fixed assets: EUR 1,3 billion - EUR 89,5 million invested (2021) tarification: remuneration imposed by law; pass-through via invoice of water companies to end consumers; maximum tariff set drinking water tariff ('integral water bill') consists of (1) water volume consumed, (2) sewerage contribution and (3) purification contribution (Aquafin). drinking water companies pay a municipal wastewater contribution to the sewerage intermunicipalities VMM and municipalities pay investment grants (75% of total expansion investments) to the sewerage operators all profits are reinvested - no dividend pay-outs 1. Fluvius Antwerpen 2. Fluvius Limburg 3. Fluvius West 4. Gaselwest 5. Imewo fluvius 6. 7. Intergem Iveka Sewerage entities 8. Iverlek 9. PBE 1. Fluvius Antwerpen 3. 10. Sibelgas 2. Fluvius Limburg 4. Fluvius West Riobra June 2022. 11#12. • Cable Networks (CATV) Characteristics cable networks owned by 4 intermunicipalities for 103 municipalities regulators: BIPT and VRM commercial operations run by telecom operator Telenet, based on 2 LT-contracts (1996 lease contract - 2008 commercial contract) – no commercial risks at Fluvius entities financial aspects: Fluvius receives from Telenet: • • • • OPEX fee: fixed remuneration that follows Telenet's operational costs, until 2046, registered as turnover (2021: EUR 27,1 million) → other operating income CAPEX fee: 6,25% ROI, until 2046, registered as financial revenue (2021: EUR 28,8 million) financial income client fee: 60% on investments, fixed indexed amount until 2046, EUR 5,8 million in 2021 → revenue (95%) and dividends received (5%) annuity fee: 40% on original investments, OLO interest, until end of depreciations (currently until 2023), EUR 1,2 million in 2021 → revenue (95%) and dividends received (5%) client fee and annuity fee paid out to Interkabel, but 95% pass-through to Fluvius, together with Interkabel dividends. Interkabel is part of the Fluvius Economic Group, hence all income is included in Fluvius Economic Group CATV entities 1. Fluvius Antwerpen 2. Fluvius Limburg 3. Fluvius West 4. PBE Financial flows 95% pass-through + dividends Interkabel* municipalities dividends Fluvius OPEX & CAPEX fees clientele fee & annuities Telenet fluvius. Telenet customers *Interkabel: intermediate structure of the Fluvius CATV entities; is part of the Fluvius Economic Group June 2022. 12#13Digital Metering Characteristics Objective: provide all Flemish end consumers with digital meters for E&G; only digital meters installed since 1 July 2019; total of 4,2 million meters E and 3,2 million meters G to be installed Timeline: • current roll-out scenario: 80% to be installed by 2024, 100% by 2029 Budget (cash out, E&G) 2020-2028: EUR 2.379,1 million, of which EUR 2.338,0 million capex - included in regulatory grid tariffs Benefits: enables remote meter reading/controlling, consumption monitoring by end consumer and grid operator (smart grid) average energy savings of 2,6% for E and 1,0% for G; allows detection of energy fraud and innovative services enables data manager role for the energy transition Current status: . • > 1,5 million digital meters E&G installed (April 2022) simultaneous installation with digital water meter in collaboration with major Flemish water companies since 2022 fluvius. Public Lighting Characteristics Partly regulated activity (e.g. investments in new grids) and partly non-regulated (e.g. new poles and fixtures) "Public Lighting 2.0": aims at switch of entire municipal public lighting (1,2 million. lighting points) to LED by 2030 most municipalities have transferred their public lighting infrastructure to their DSO; relevant costs processed through electricity dividend State of roll-out (31 Dec 2021): 28,3% LED equipped Capex budget: EUR 925,5 million (2020-2030) increased energy efficiency (up to 45% energy efficiency gains) allows for more versatility: dimming, active on/off switching, .. June 2022. 13#14Fast data network Characteristics [28 October 2021] Fluvius reached a non-binding term sheet with Telenet about evolving their hybrid fibre coax network in Flanders, including FttH technology. The network will be fully open, ultra- performant, accessible to all Flemish households and businesses and built at the lowest societal cost. Both partners will create a new self-funding independent infrastructure company, contributing their existing assets, as well as develop new build fibre assets in the future. Detailed negotiations ongoing (June 2022). fluvius. fluvius. telenet • District heating Characteristics Fluvius is involved in 17 local projects, with a focus on the grid (building & maintenance) - potential projects require: • availability of nearby heating source technical feasibility positive business case June 2022. 14#15Fluvius's activities Data Management Data management has been entrusted to the DSOs and their operating company Fluvius System Operator as an additional activity (by Flemish Energy Decree and Flemish Energy Resolution). Bound by strict provisions on independent operations and protection of data & privacy (GDPR). Subsidiary Atrias functions as data hub for the Belgian energy sector - Central Market System for Belgium live since 1 November 2021 and fully operational since 31 December 2021. T H fluvius 1 R5 110 FAB RS#16Fluvius's activities: financial participations (1) Belgian electricity TSO Elia through Publi-T Imewo Intergem Gaselwest (9,01%) (4,29%) (8,05%) Fluvius Ant (5,27%) Iverlek (7,27%) Fluvius W (2,81%) Iveka (0,07%) Fluvius Lim (9,34%) PBE others (1,93%) (51,97%) Book value EUR 328,7 million (FY2021) -dividends received EUR Publi-T (44,82%) Publipart (3,32%) 22,06 million (FY 2021) fluvius Elia Group* * including 80% of German TSO 50 Hertz free float (51,86%) June 2022. 16#17Fluvius's activities: financial participations (2) Belgian gas TSO Fluxys through Publigas Imewo (7,13%) Intergem (3,06%) Iverlek (6,74%) Gaselwest (6,84%) Fluvius Antwerpen (6,59%) others (69,64%) Book value EUR 74,5 million (FY2021) - Publigas dividends received EUR (77,49%) CDPQ (19,87%) FPIM (2,13%) staff (0,51%) 31,6 million (FY2021) fluvius. Fluxys June 2022. 17#18Breakdown of activities Turnover breakdown 2021 (Fl. Econ. Group, BE-GAAP) Profit breakdown 2021 (Fl. Econ. Group, BE-GAAP) 2.020; 42% Comments 534; 11% EG other 2.296; 47% 56,8; 21% 103,6; 39% ■E ■G ■ Other 105,5; 40% all figures in million EUR - FY 2021 other activities include sewerage, CATV distribution, public lighting, financial participations, data management, fluvius. June 2022. 18#193. Recent events fluvius.#202021 Highlights 14 January: Constitutional Court partly annuls Flemish Decree on digital metering - Fluvius reschedules its roll-out programme to maintain the 80% roll-out by end 2024 target 8 April: EMTN private placement: EUR 100 million, 12 y, 0,81% 22 April: 2 tranches of EIB loan drawn: EUR 200 million, 7 y, 0,137% 27 April: Antwerp Correctional Court acquits 2 Fluvius managers, but finds Fluvius guilty - with suspended sentence - for the gas explosion of 3 Sep 2019 in Wilrijk (Antwerp) – Fluvius has appealed this conviction 14 June: EMTN bond: EUR 500 million, 7 y, 0,25% - July/August: Fluvius teams volunteer to help Walloon colleagues after severe floodings 28 October: non-binding agreement with Telenet on data network of the future 29 October: Moody's changes rating outlook to stable from negative, affirming A3 rating 1 November: go-live of the Atrias Central Market System 24 November: EMTN bond: EUR 600 million, 10 y, 0,625% December: Fluvius becomes supplier-of-last-resort for customers of 2 energy suppliers in financial distress fluvius. June 2022. 20 20#212022 Highlights January: Flemish decision to extend the compulsory period for Fluvius to act as supplier-of-last-resort from 60 days to 12 months January/February: substantial declines in gas consumption due to sharp price hikes and geopolitical tensions - no material negative impact expected on Fluvius's finances due to Ukraine invasion 28 February: Autonomous Municipal Company of Knokke-Heist becomes Synductis shareholder 18 March: Fluvius becomes supplier-of-last-resort for customers of a third supplier in financial distress 1 April: milestone of 1,5 million installed digital meters is reached 16 May: Vreg launches formal consultation on postponement of starting date of capacity tariff to 1 January 2023 1 June: EIB loan of EUR 150 million for energy transition infrastructure (5 years at 1,574%) 3 June: Fluvius launches its 2023-2032 investment plan - public consultation period until 24 July 2022 1 July: start of Dept. Energy & Climate Transition, headed by Mr Hollevoet, member of the Management Committee fluvius. CEVEDO SCONA BOG UNIFLO GISRTV CENIM T June 2022. 21 24#224. Corporate Social Responsibility & Sustainability fluvius.#23CSR and sustainability at Fluvius ☐ MITIGATION ACTION TO REDUCE CLIMATE CHANGE * CLIMATE CHANGE Fluvius is an enabler of sustainability at our stakeholders (end consumers, local authorities, third parties): increased energy efficiency, decentralized renewables, sustainable mobility, enhanced electrification, ... Fluvius invests in the energy transition in Flanders. Fluvius implements the Flemish Energy & Climate Plan 2021-2030. Focus on climate mitigation in energy and climate adaptation in sewerage. Fluvius rigorously applies CSR principles in its internal policies on HR, ethics, governance, environmental care, occupational health & safety etc. all within compliance with legal and regulatory requirements. SUSTAINABLE TRANSPORTATION ENERGY EFFICIENCY fluvius NEW ENERGY SYSTEMS WATER CONSERVATION EDUCATION ADAPTATION ACTION TO MANAGE RISKS OF CLIMATE CHANGE DISASTER MANAGEMENT AND BUSINESS CONTINUITY INFRASTRUCTURE UPGRADES CLEAN ENERGY FLOOD PROTECTION NATURAL ENVIRONMENT#24FLUVIUS Green Financing Framework 1° Use of Proceeds Fluvius allocates the net proceeds of each issue of a Green Financing Instrument under its Green Financing Framework to a portfolio of new and/or existing Eligible Green Projects (EGP). The projects will contribute to either one of the following environmental objectives: climate change mitigation, climate change adaptation and sustainable use and protection of water and marine resources* fluvius. 2° Process for Project Evaluation & Selection 3° Management of Proceeds 4° Reporting • Fluvius's ESG policy is prepared, elaborated and coordinated by the Fluvius CSR Board, and validated/approved by its Management Committee and Board of Directors The evaluation and selection of projects to be financed by Green Financing Instruments is carried out by a dedicated Green Finance Committee, composed by senior representatives of Fluvius and chaired by the company's CFO. The process for the management of proceeds is handled by Fluvius's Corporate Finance team, which monitors and keeps track of the amount of net proceeds from GFI instruments and the investments made in Eligible Green Projects. Fluvius intends to allocate the full amount of proceeds within the next 24 months following the issuance of GFI's. An amount equal to the net proceeds from the Green Financing Instruments will be deposited in Fluvius's general account. Fluvius to report annually on the allocation and impact of its net proceeds during the lifetime of outstanding Green Financing Instruments. Starting one year after issuance and until the maturity date of the relevant Green Financing Instrument Fluvius will request on an annual basis external assurance on the allocation and impact of the Green Financing Instrument issued under this Green Financing Framework. ISS-ESG delivered an external opinion (Nov 2020) certifying that the Fluvius Green Financing Framework is aligned with: • the Green Bond Principles (GBP) developed by the International Capital Markets Association (ICMA) 5° External Review • the Green Loan Principles (GLP) developed by the Loan Market Association (LMA) the Green Bond Standards as proposed by the European Union fluvius * 3 of the EU Taxonomy's Environmental Objectives June 2022. 24#255. Financial Profile fluvius.#26Financial Overview Summary Financials FY 2019-2021 (IFRS, Ec. Group) Operating revenue (in mio €) (in mio €) 2019 2020 2021 Statement of Profit/Loss 4.000 3.500 3.772 3.472 3.487 revenues 2.991 2.924 3.038 3.000 operating revenues 3.472 3.487 3.772 operating expenses -2.955 -2.945 -3.327 2.500 result from operations 517 543 445 2.000 net financial income/expenses -101 -69 -43 2019 2020 2021 profit before tax 416 473 402 profit for the period 331 363 302 Result from operations (in mio €) other comprehensive income 296 290 451 total comprehensive income 626 652 753 700 600 517 Statement of Financial Position 543 445 500 current assets 965 927 1.329 400 non-current assets 14.191 14.899 15.371 300 total assets 15.155 15.826 16.699 200 total equity (attributable to parent 6.408 6.757 7.247 100 non-current liabilities 6.949 6.933 7.330 0 current liabilities 2019 2020 2021 1.799 2.136 2.122 total liabilities 8.748 9.069 total equity & liabilities 15.155 15.826 9.452 16.699 Net CF from operating activities (in mio €) Cash Flow Statement net CF from operating activities 768 net CF from investing activities -572 816 -847 615 -893 1.000 816 768 800 615 net CF used in/from financing 600 activities -153 -2 336 net increase/decrease of 400 cash/cash equivalents 43 -33 58 200 cash + cash equivalents at 31 Dec 0 65 31 89 2019 2020 2021 fluvius. June 2022. 26#27Liquidity Facilities (31 May 2022) A Cash facility / Straight Loan B Revolving Credit TOTAL: 225 mEUR (2 banks) TOTAL: 200 mEUR (1 bank) Commercial Paper C Programme ("Thesauriebewijzen") TOTAL: 500 mEUR (4 banks) A and B are committed facilities; C is a non-committed programme Amounts drawn: 400 million EUR (= 43,2%) 0 million EUR 0 million EUR under A: under B: under C: 400 million EUR fluvius. total amount: 925 mEUR June 2022. 27 27#28Debt Profile (Fluvius Economic Group, 31 Dec 2021) LT debt by instrument: 6.710,9 million EUR Maturity profile of outstanding LT debt (in million EUR) 332,8. 199,9 12,2 1.276,4 446,2 4.443,4 1.200 1.000 800 retail bonds 600 EMTN standalone 400 bank loans (fixed) 200 bank loans (variable) bank loans (swapped) 0 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 Principal LT financing Interest LT financing 2037 2038 2039 2040 2041 2042 2043 2044 average maturity: 6 years 7 months average intrest rate: 2,03% last EMTN transaction: settlement 24 Nov 2021, 10y maturity, 0,625% coupon rate total EMTN programme: EUR 5 billion EUR (36% already issued) fluvius. June 2022 ⚫ 28#29Financial Overview Outstanding bonds at Fluvius (as per 31 Dec 2021) E = Eandis Type I = Infrax Amount (€) Maturity Settlement date Maturity date Coupon (years) F = Fluvius EMTN benchmark E 500 30/11/2012 30/11/2022 10 2,750% EMTN benchmark E 500 9/10/2013 9/10/2023 10 2,875% EMTN sub-benchmark I 250 Retail E 200 EMTN sub-benchmark E 400 30/10/2013 23/06/2017 4/12/2014 30/10/2023 23/06/2025 10 3,750% 8 2,000% 4/12/2026 12 1,750% Schuldschein E 50 EMTN Private Placement E 54,5 EMTN benchmark F 500 21/09/2012 28/03/2013 14/06/2021 21/09/2027 28/03/2028 14/06/2028 15 3,500% 15 3,500% 7 0,250% EMTN benchmark E 550 EMTN sub-benchmark I 250 EMTN benchmark GREEN F 600 EMTN benchmark F 600 EMTN Private Placement E 135,5 7/05/2014 29/10/2014 2/12/2020 24/11/2021 10/07/2012 7/05/2029 15 2,875% 29/10/2029 15 2,625% 2/12/2030 10 0,250% 24/11/2031 10 0,625% 10/07/2032 20 3,950% EMTN Private Placement E 20,5 28/03/2013 28/03/2033 20 3,750% EMTN Private Placement F 100 Private Placement E 95 Private Placement E 23 Namensschuldverschreibung E 50 Private Placement E 52 Private Placement E 170 8/04/2021 27/10/2014 5/03/2014 24/06/2013 5/03/2014 27/10/2014 8/04/2033 12 0,810% 27/10/2034 20 2,600% 5/03/2036 22 3,550% 24/06/2043 5/03/2044 27/10/2044 30 3,500% 30 3,550% 30 3,000% fluvius. [ in order of maturity date ] June 2022 29 29#30Financial Overview Regular investments 2022-2025 depreciations fluvius. 1.085 2022 1.012 958 1.052 2023 2024 2025 2022 2023 2024 2025 Elektricity distribution 608 568 525 562 Gas distribution 255 215 185 247 Sewerage 103 118 134 134 Public lighting 66 63 62 60 CATV/FTTH 31 28 28 27 Others 21 19 25 23 June 2022. 30#31Financial Overview LT Investment Plan E&G (2023-2032) electrification to grow steadily and strongly due to (1) e-mobility, (2) solar panels, (3) wind turbines connected to distribution grid, (4) heat pumps transition impact on gas: (1) lower utilisation rate due to shift to electricity (2) no more significant expansion investments ‘no regret' scenario for electricity: additional energy transition investments of EUR 4 billion in 2023-2032 importance of mitigating measures (digital meter, capacity tariff, flexibility) to limit investment costs towards 2050 'keep it running' scenario for gas: focus on safety and reliability of gas grids - test projects for green gasses annual investment budget to halve between 2023 and 2032 to EUR 88 million Caveat 1: implementation of this plan requires sufficient means, both financial and operational (personnel and materials) Caveat 2: plan up for public consultation (8 June - 24 July 2022) and then needs final VREG approval fluvius. June 2022. 31#32Moody's Corporate Rating of Fluvius Credit Strengths: • A3 (stable) robust credit quality of the DSOs that own the company low business risk profile of regulated E & G distribution network operations in Flanders Implementation of measures mitigating the impact of lower allowed returns in the 2021-2024 regulatory period, including an new dividend policy transparent and generally supportive regulatory framework, albeit relatively new and untested in the context of European regulated network peers two-notch uplift for potential state support based on high dependence between Fluvius and its shareholding 300 municipalities Credit Challenges: relatively weak position in rating category with financial profile at the bottom of A3 range decreasing return over time on revaluation surpluses over 8 years cost savings target of EUR 150 million by 2024 imposed by regulator will trigger additional efficiency requirements from 2021 MOODY'S INVESTORS SERVICE Rating Action: Moody's changes Fluvius' outlook to stable, affirms A3 ratings 29 Oct 2021 Paris, October 29, 2021 - Moody's Investors Service ("Moody's") has today changed the outlook of Fluvius System Operator CV ("Fluvius") to stable from negative. Concurrently, the rating agency has affirmed Fluvius's backed (P)A3 senior unsecured MTN programme ratings, and its A3 backed long-term issuer rating and backed senior unsecured ratings. RATINGS RATIONALE RATIONALE FOR THE STABLE OUTLOOK The stable outlook reflects Moody's expectation that Fluvius will maintain financial metrics above the minimum guidance for its A3 rating, namely Funds from operations (FFO)/net debt above 8% and net debt / fixed assets less revaluation surpluses not above 80%, over the 2021-24 regulatory period. This follows decisions by the Boards of Fluvius and its shareholders to implement measures mitigating the impact of lower allowed returns in the 2021-24 regulatory period, including a new dividend policy, and the allowance of c.EUR22 million of advances for smart meter investments in 2022 by the Flemish energy regulator, the VREG. Nevertheless, Fluvius is expected to remain relatively weakly positioned in its rating category, with a financial profile at the bottom of the range expected for an A3 rating during the regulatory period. The mitigating measures voted by the Boards of Fluvius and its shareholders include a dividend policy for regulated electric and gas activities whereby each of Fluvius'shareholders with an equity/Regulated Asset Base ratio above 40% (in Belgian GAAP) will receive up to 120% dividend payout while those shareholders with equity/RAB (in Belgian GAAP) below 40% will receive an 80% dividend payout. Other mitigating measures include additional financial criteria for sanital aunandition which un aumant to he shout 150/ lower than mur Rating history: 12 Oct 2011 - 13 Mar 2014: A1 (negative) 13 Mar 2014 - 2 Dec 2014: A1 (stable) • 2 Dec 2014 - 14 Dec 2016: A1 (negative) . 14 Dec 2016 - 29 Jun 2018: A3 (stable) • 29 Jun 2018-25 July 2019: A3 (positive) • 25 Jul 2019 - 10 Sep 2020: A3 (stable) fluvius. from: Moody's Press Release (29 October 2021) 10 Sep 2020 - 29 Oct 2021: A3 (negative) since 29 Oct 2021: A3 (stable)#33Creditreform's Corporate Rating of Fluvius A+ (negative) Credit positives: . government-related company, 100% public shareholders ⚫ strategic importance for Flemish Region. low business risk profile of DSOs with legally based regional monopoly in E&G distribution stable and predictable cash flows from regulated and contractual activities overall steady business performance in 2020 • • Measures to mitigate negative impact of tariff methodology 2021-2024 proven access to capital markets Rating history: • 18 Jan 2017 - 27 Oct 2020: as from 27 Oct 2020: A+ stable A+ negative Creditreform Corporate Issuer / Issue Rating Fluvius System Operator CV Credit negatives: expected significant decline in revenues and cash-flows from 2021 due to VREG tariff methodology 2021-2024 E&G decrease in WACC and remuneration base Increased investment needs, high fixed costs Analysts fluvius Creditreform C Rating Natallia Berthold Lead Analyst [email protected] Rudger van Mook Co-Analyst [email protected] 28 October 2021 - Neuss, Germany Rating Action / Update: Creditreform Rating has affirmed the solicited corporate issuer rating of Fluvius System Operator CV, at A+ with negative outlook. Creditreform Rating (CRA) has affirmed the solicited corporate issuer rating of Fluvius System Operator CV, as well as the solicited corporate issue rating of the long-term local currency senior unsecured issues, at A+ with negative outlook. For more information about our rating assessment of Fluvius System Operator CV, especially with regard to its earlier development and structural, business, and financial risks, please refer to our full rating report and update report, published on 26 July 2019 and on 27 October 2020 respectively, which can be found on our website under published ratings. Fluvius System Operator CV (hereinafter also 'the Company. 'FSO' or 'Fluvius') is the multi-utility network operator in Flanders, Belgium. The Company was founded on 1 July 2018 through the merger of the former operating companies Eandis System Operator CVBA and Infrax CVBA, and is responsible for the distribution of electricity, gas, sewerage, cables, and heat. FSO, its consolidated subsidiaries, and the Mission Entrusted Associations (MEA's) together form the Economic Group Fluvius (hereinafter also 'the Group' or 'EGF). Fluvius System Operator CV operates on a cost-price basis on behalf of the MEA's, which are the network owners, and given the fact that they provide guarantees for debt obligations of FSO, we have considered the Group as a whole in order to assess the creditworthiness of FSO. from: Creditreform Rating Action - Update (28 October 2021) Neuss, Germany June 2022. 33#346. Key takeaways for investors fluvius.#35Our strengths - key considerations for investors largest Flemish multi-utility with over 7 million customers served, covering the entire Flemish region 100% public shareholders low risk business profile across all activities robust capital structure and strong liquidity position; stable and predictable cash flows due to regulated tariffs or long-term contractual agreements highly experienced management and staff strategic focus on operational excellence, synergies and sustainability Solid credit rating: investment grade ratings from Moody's and Creditreform Rating. fluvius. June 2022. 35#36Contact Fluvius @ ) α } FLUVIUS System Operator cv Brusselsesteenweg 199, B-9090 Melle Your contact: Investor Relations (Koen Schelkens) Mail: [email protected] Tel: +32 9 263 45 04 http://www.fluvius.be fluvius.#377. Annexes • Creation of Fluvius • Regulatory framework Tarification Financials Fluvius's subsidiaries Intermunicipalities & DSOS Abbreviations & disclaimer fluvius.#38Fluvius System Operator: creation through merger operation Rationale for the merger of Eandis, Infrax and Integan: . shared interests of Eandis and Infrax had increased over time . energy transition and switch towards system operator role require a maximum of benefits of scale eandis . synergies will benefit consumers' end tariffs . fully in line with Flemish Government's policy: one single Flemish multi-utility operating company Important dates: ¯nfrax . legal kick-off: 1 July 2018 - commercial kick-off: 7 February 2019 Legal aspects of the merger: merger by absorption, followed by change of name into Fluvius System Operator . shareholders: existing shareholders of Eandis, Infrax and Integan became shareholders of Fluvius System Operator in a 'share-based only' transaction - no other direct impact on DSOs bondholders: ex-Eandis bonds remain guaranteed by ex-Eandis DSO guarantors, ex-Infrax bonds remain guaranteed by ex-Infrax DSO guarantors. Bonds issued by Fluvius System Operator are being guaranteed by all Fluvius shareholders. fluvius. June 2022. 38#39Regulatory Framework E&G - Purpose and Organisation Purpose Organise the energy market in order to Increase generation capacity through import and new generation units Improve competition in generation Provide for neutral, technically integrated and cost-efficient networks for E&G transmission and distribution Benchmark cost of energy Reduce costs Permanently monitor the market and, if needed, adjust regulations to improve its organisation Have a well-functioning retail market Take action with a view to the climate objectives Harmonise energy and environmental policies Promote efficient use of energy Promote use of renewables and use of CHP (Combined Heat & Power) units Areas of Competence For the Belgian energy market, 1 federal (CREG) and 3. regional regulators (Flanders: VREG) have been set up CREG's areas of competence: • Electricity generation (except renewables and CHP systems) Electricity transmission on grids >70 kV Gas storage and transport Transmission tariffs The 3 regional regulators' areas of competence: . • Local distribution of electricity (voltage ≤70 kV) Local distribution of natural gas Electricity generation from renewables and CHP Rational use of energy (RUE) (Social) public service obligations Organisation of supply market and supply licenses Distribution tariffs fluvius. June 2022. 39#40Regulatory Framework E&G Public Service Obligations (PSO) DSOs implement the Flemish government's public service & social welfare policies. Public Service Obligations are a number of diverse obligations imposed on the E&G DSOs. There are 3 types of PSOS: 1. Technical . DSO is required to connect each end user to the E&G distribution grids at a maximum cost of EUR 250 • DSO is the social supplier for customers dropped by commercial suppliers 2. Social 3. Environmental · cut-offs from grid only allowed under strict conditions = protection of socially vulnerable customers DSO is supplier-of-last-resort when commercial supplier fails support mechanism for E generation from renewables through certificate system: DSO is obliged to buy Green Power Certificates (GPC) and Combined Heat/Power Certificates (CHPC) at set price, to be sold to the market DSO pays out subsidies for energy-saving measures (Rational Use of Energy) DSO installs charging infrastructure for electric vehicles → the total PSO cost is part of the distribution grid fee billed by the DSOS fluvius. June 2022. 40 40#41Fluvius's activities E&G Distribution - Regulated Tarification 2021-2024 13 August 2020: VREG published the 2021-2024 DSO tariff methodology E&G basic tarification principles for tariff period 2021-2024: Exogenous costs: budget-based annual allowed income with 'regulatory balances' budget/reality to be compensated for in subsequent tariff periods Endogenous costs (depreciations, opex, invested capital remuneration): incentive regulation on revenues ('revenue cap' or 'allowed income'), based on historic sector trend: n Al₁ = AI * n-1 [1 + CPI-xx' - x'"+q] in which = CPI = consumer price index q = quality factor (not yet implemented) ☐ Al allowed income x = annual efficiency factor x' = Fluvius merger efficiency factor – 2022: 14,4 million EUR for E and 7,1 million EUR for G (2021-2024: 73 million EUR for E; 36 million EUR for G) ☐ x" frontier shift factor (only for gas) = includes a RAB X WACC-based margin for shareholders with gearing [= debt/(debt+equity)] set at 60% О cost of equity: pre-tax at 5,44% / post-tax at 4,08%, based on CAPM with О risk-free rate = 0,09% О market risk premium at 4,81% (E & G) and equity ẞ at 0,83 fluvius. -> cost of debt at 2,14% RAB-based WACC at 3,50% (pre-tax) Revaluation surpluses in RAB: remuneration to be fully phased out over 8-year period (2021-2028) Regulatory balances for a.o. (1) exogenous costs, (2) distributed volumes, (3) inflation, (4) corporate taxes, (5) tariff changes within the year June 2022. 41#42Cash Cycle E&G distribution operating company Staff Contractors Materials FLUVIUS SPSO* DSOS Grid Losses OPEX Cost of capital WACC X RAB * SPSO = Social Public Service Obligation fluvius. Dividend ('fair remuneration') paid out to shareholders Suppliers GRID FEE Customers June 2022 42 42#43Corporate Social Responsibility in Fluvius's DNA Fluvius has embedded Corporate Social Responsibility (CSR) into its corporate strategy: 1. Fluvius clearly focuses on the following strategical objectives: • to take up a (co)steering role to realize the energy transition and climate objectives in Flanders (cfr. Flemish Energy & Climate Plan 2021-2030), • to be a 'great place to work', to take into account ethical, environmental and social aspects in our decision-making, • to take care of safety. 2. To outline its CSR and sustainability commitments, Fluvius's Board of Directors has approved the CSR Charter (see next slide). The company's CSR policy sets concrete objectives enabling Fluvius to make responsible choices on ethical, environmental and social aspects. Fluvius's policy document 'Vision 2050' outlines the company's role in supporting local authorities and the Flemish climate strategy towards climate neutrality by 2050. Fluvius's mission is to sustainably connect society with its multi-utility grids fluvius. Corporate ESG Performance RATED BY ISS ESG‣ Prime unitar United Nations Institute for Training and Research SEP cifal unitar BRONZE 2021 ecovadis Sustainability Rating Flanders' Chamber Industry Vof Commerce and CERTIFICATE OF COMPLETION Fluvius System Operator dev actor mast of the ps of the mid 230, contoured naved the 12 500 and furioaded SDG PIONEER 27 October 2000, fussels, Belgium Nikhil lett mont UNITAR FELLOW MANAGING DILOTON, CHALLANDEN Fluvius external reviews on CSR : SDG Pioneer by Unitar (2020)/ Great Place To Work (2020)/'Prime' by ISS ESG (2019) / Bronze CSR rating by Ecovadis (2021)/ ESG screened by Vigeo Eiris and Sustainalytics June 2022. 43#44Fluvius CSR Charter commits the entire company Fluvius CSR Charter commitments 1 The Board of Directors, management and all employees commit to striving for a broadly supported CSR & sustainability policy 2 Taking into account its company values 3 Respecting CSR and sustainability aspects into its activities 4 Contributing to the achievement of the SDGs (where relevant) fluvius. Tot biju 5 Engaging all of its stakeholders to the greatest extent possible 6 Communicating transparently on the results fluvius. Fluvius Corporate Social Responsibility Charter 1 January 2020 Fluvius opts for a clear, honest and transparent communication to its stakeholders on its CSR and sustainability policies and performance June 2022. 44#45Fluvius CSR policy setting priorities Fluvius CSR & sustainability policy is based on an extensive materiality and urgency analysis, after online consultation of stakeholders (o.a. employees, shareholders' representatives, investors, interest groups, supply chain partners and energy suppliers). All 19 material topics, but especially the 6 most material ones, identified during this analysis have been linked to the UN Sustainable Development Goals (SDGs). For the implementation, the Fluvius CSR Roadmap indicates the priorities between relevant SDGs and detailed targets to be pursued. For 2021-2024, we focus on (a) enhancing sustainability in our supply chain and (b) reducing carbon footprints. NEXTTERY INOVATION AND TRICTL 1 Grid reliability 11 AND-COMMEN 11 Safety of end consumers and local residents Impact on stakeholder assessment and decisions 5,00 4,00 3,00 9 2 Customer satisfaction 16 AND STRONG INSTITUTIONS 3 Data privacy fluvius. 12 Socially acceptable tariffs 8 17 Employees' safety 11 1 2 4,50 12 3 3 17 Grid reliability Customer satisfaction Data privacy 4 Combatting energy poverty 5 Cooperation and partnerships Knowledge sharing 7 Rational use of energy by end consumers 6 16 14 7 6 5 13 B CO₂ footprint own activities. 18 9 Local biodiversity 8 19 15 3.50 4 10 10 Circular waste management 11 Safety of end consumers and local residents 12 Socially acceptable tariffs 13 Integral (waste)water management 14 Corporate governance 15 Sustainable procurement 16 Active less hindrance policy 17 Employees' safety 2,50 18 Employees' wellbeing 1,80 2,30 2,80 3,30 4,30 Importance of the organisation's economic, environmental & social impacts 3,80 4,80 19 Training and development June 2022. 45#46VISION 2050 - Fluvius path to climate neutrality by 2050 In its policy document Vision 2050 - the Flemish energy grids of the future Fluvius has set : 4 objectives and 12 actions we maximise the availability of renewable energy Going CLIMATE NEUTRAL by 2050 3. we help to make the Flemish vehicle fleet greener 4. where economically feasible, 9. European Commission we create new possibilities 10. heating grids get priority 5. we help to reduce energy consumption we give a new, climate-neutral future to the Flemish gas grids 6. 1. we enable large-scale energy savings by digital metering we retrofit gas grids into hydrogen grids for industrial purposes we make the Flemish energy grids future-proof 11. 2. we go for the complete and 7. we restructure electricity grids smart switch of public lighting to LED to absorb a maximum of renewable energy 8. we aim at automisation and a thorough digitalisation 12. for our customers rational use of energy must be beneficial for the customer we inform more and communicate pro-actively about the electricity grid's condition we welcome alternative solutions that help to avoid grid investments we go towards 'hybrid grids' thus creating new collaborations Fluvius is the preferred partner of local authorities in their drive towards energy efficiency. The overall aim is to realise the Flemish climate objectives. fluvius. June 2022. 46 46#47VISION 2050 - Supporting the Flemish Climate Strategy According to the Paris Agreements, the Flemish government has set guidelines through the 7 European strategic building blocks to become carbon neutral in 2050*. 1 Maximizing the benefits of energy efficiency, including zero-emission buildings. VISION 2050 A LONG-TERM STRATEGY FOR FLANDERS Flanders State of the Art fluvius. 7 2 Maximizing the deployment of renewables and the use of electricity to fully decarbonize Europe's energy supply. 7 STRATEGIC BUILDING BLOCKS 3 Embracing clean, safe and connected mobility. A competitive EU industry and the circular economy as a key enabler to reduce greenhouse gas emissions. 5 Develop an adequate, smart network infrastructure and interconnections. Reap the full benefits of the bio-economy and create essential carbon sinks. Tackling the remaining CO₂ emissions with carbon capture and storage (CCS). Flemish Government - Visienota 2050. Langetermijnstrategie Fluvius's environmental and investment policy supports the Flemish strategy by aiming at: • • building infrastructure to enable the energy transition full compliance with all legislative norms and obligations, implementation of maximum circularity and green mobility where feasible and, reduction of carbon footprint of our own activities. June 2022. 47#48Our vision for the sewerage activity 1. Sewerage systems substantially contribute to climate adaptation. Flanders is an area with high water stress. 2. Fluvius unequivocally endorses (i) the EU objectives for clean surface water and (ii) the Flemish Blue Deal on the rational use of water. 3. We aim to: • reduce the use of drinking water in Flanders use water in a circular way and to re-install the natural rainwater cycle make our sewerage grids future-proof (separation of rainwater/wastewater, digitalization and automation) share grid status data with partners in the water chain to avoid peak loads and to buffer water whenever possible fluvius e June 2022. 48#49Green bond: allocation & impact reporting Allocation Reporting Fluvius's report discusses the allocation of its net proceeds during the lifetime of outstanding Green Financing Instruments. The allocation report presents details on: . The year of investment. • • The aggregate amounts of investments and expenses allocated to Eligible Green Projects, along with examples and description of emblematic Eligible Green Projects. ⚫ The balance of unallocated proceeds (if any) invested in cash, the cash pooling system within the Fluvius Economic Group and/or cash equivalents. The proportion of new financing and refinancing. Impact Reporting The actual metrics reported on depend upon the nature of the relevant projects, e.g.: Fluvius projects Energy efficiency Water infrastructure District heating Clean transport Renewable energy Examples of metrics energy saved (kWh) digital meters installed (number of) public lighting points switched to led (number of) GHG emissions avoided (tCO2e) sewerage grid constructed (km) new connections to sewerage grid (number of) volume of wastewater collected (m³) grid length (km) supply of heat generated (GJ) GHG emissions avoided (tCO2e) EV charging points installed (number of) e-vehicles purchased for Fluvius's fleet (number of) e-vehicles purchased for municipal fleets (number of) CO2 emissions avoided (tonnes) renewable generation projects connected to the distribution grid (number of projects) renewable generation capacity connected to the distribution grid (MW) fluvius. June 2022. 49#50Eligible Project Portfolio for 2020-2030 Green Bond 1. roll-out of digital meter electricity • enables decentralised electricity production, grid monitoring and switch from fossil to renewable energy allows end consumer to monitor/adapt consumption and enhances energy-efficiency of household appliances maximum recycling of waste streams → SDG 7 & 9 2. switch to LED technology in all municipal public lighting • 1,2 million lighting points involved • • enhances energy-efficiency (up to 45% efficiency gains) creates more flexibility in grid management (dimming, on/off switching, follow-me technology, ...) → SDG 7 & 9 3. sewerage grids • both expansion and renewal projects contributes to 2027 European objectives on clean surface water increases sewerage grid connection rates - SDG 6 4. facilitation of renewable electricity generation adaptation of distribution grid to cope with additional renewable generation capacity to be connected (cabins, switch and transformer stations, MV/LV grids, teletransmission, metering infrastructure, ...) → SDG 6, 9 & 11 fluvius. June 2022. 50#51Fluvius System Operator's subsidiary De Stroomlijn cv Activity: call centre for distribution network related issues de stroomlijn Shareholders: Fluvius System Operator (62,17%), multi-service company Farys (32,03%), Synductis (2,90%), De Watergroep (2,90%) Board: • Staff: 9 members (of which 4 for Fluvius, incl. Chairman David Termont) 361 on 4 sites (Mechelen, Ghent, Ypres and Hasselt) - managing director: Luc Van Ammel Established: 28 December 2006 Operates at cost price (no margin/profit) for its shareholders Consolidated according to the integral method Financials 2021 (BE-GAAP) • Balance sheet total: Contribution: Debt: • Turnover: fluvius. EUR 2.735.230 EUR 265.400 EUR 2.469.830, all of it ST debt EUR 19.943.246 June 2022. 51#52Fluvius System Operator's subsidiary: Atrias cv Shareholders: Board: Staff: Established: 11 ATRIAS all Belgian distribution grid operators; Fluvius System Operator owns 50% of share capital 12 members (of which 6 for Fluvius, incl. Chairman Frank Vanbrabant) 24 (31 December 2020) - CEO: Frank De Saer 9 May 2011 Operates on a federal scale (the whole of Belgium) to obtain maximum economies of scale Atrias has developed MIG-6 (Message Implementation Guide, smart-ready) and a central market system (launched November 2021) Works at cost price (no margin/profit) for its shareholders Consolidated in Fluvius according to the equity method Financials 2020 (BE-GAAP) • Balance sheet total: EUR 83.352.548 Contribution: Debt: • Turnover: fluvius. EUR 18.600 (formerly share capital) EUR 83.333.948 (of which EUR 69.357.840 LT debt and EUR 13.960.869 ST debt) EUR 35.643.768 June 2022. 62 52#53Fluvius System Operator's subsidiary: Synductis cv Date of establishment: 21 December 2012 Shareholders: Board: Staff: SYNDUCTIS Fluvius System Operator (34,47%), De Watergroep, Farys, IWVA/Aquaduin, Proximus, Pidpa and Aquafin - collaboration agreements with the Flemish public transport company De Lijn and the Flemish Agency for Roads & Traffic - open for other utilities to join 6 members (of which 2 for Fluvius) - chairman: Christoph Peeters (on behalf of Fluvius) none, all operations run by staff delegated by shareholders. Synductis detects synergies between utilities carrying out infrastructure works in the public domain (energy, water, telecom, sewerage a.o.), thus reducing hindrance for the general public and realising cost efficiencies for the utilities Works at cost price (no margin/profit) for its shareholders Consolidated according to the equity method • Financials 2021 (BE-GAAP) Balance sheet total: Contribution: . Debt: • Turnover: EUR 1.618.604 EUR 21.700 EUR 1.596.904 (only ST debt / no LT debt) EUR 1.908.752 fluvius. June 2022. 53#54Intermunicipalities and DSOS Intermunicipalities - Overview Belgian local municipalities are in charge of several public services (waste management, water management, environment, energy distribution, ...) The municipalities may organise these tasks in 2 ways either through a "municipal company" in which each municipality organises the service with its own staff and financial resources or through an association of several municipalities, (also called "intermunicipality") in which several municipalities are associated to provide a common service Legal status of companies of public law Flemish intermunicipalities are governed by the Flemish Decree on Local Authorities (22 Dec 2017) Intermunicipal licenses are valid for 18 years without exit possibilities DSOS - Overview Most municipalities opted for intermunicipal associations as their electricity and gas distribution system operator ("DSO") Intermunicipal DSOs, being public law companies, do not have a commercial character, thus Belgian bankruptcy law does not apply In view of their mission on behalf of their public shareholders, intermunicipal DSOs perform a public service observing the principles of equality, continuity, regularity of service in relation to suppliers and customers, rather than by pure economic profit Each intermunicipal DSO holds a legal monopoly for the area covered by its network Each intermunicipal DSO owns its proper grid infrastructure Each intermunicipal DSO is appointed by the energy regulator for a renewable term of 12 years: ownership of network (or rights of use) is prerequisite for obtaining such a licence - current DSO licences for E are valid until 5 September 2026, for gas until 14 October 2027 fluvius. June 2022. 54 54#55Abbreviations • BIPT Belgisch Instituut voor Postdiensten en Telecommunicatie (= Belgian telecom regulator) = • CATV = Cable Television • CHP = Combined Heat & Power (WKK, warmtekrachtkoppeling) - CHPC = Combined Heat & Power Certificate (warmtekrachtcertificaat) CREG = Commissie voor de Regulering van de Elektriciteit en het Gas (= Belgian federal energy regulator) CV = cooperative company (coöperatieve vennootschap) DSO = Distribution System Operator (distributienetbeheerder, DNB) . EBITDA = Earnings Before Interest, Taxes, Depreciation and Amortization • GPC = Green Power Certificate (GSC, groenestroomcertificaat) • • RAB = Regulated Asset Base (= economic value of network for transmission & distribution of electricity and gas) RUE = Rational Use of Energy (Rationeel Energiegebruik) • = RUW Rational Use of Water (Rationeel Watergebruik) • TSO = Transmission System Operator (transmissienetbeheerder, TNB) • VMM = Vlaamse Milieumaatschappij (= Flemish Environmental Agency) • VREG = Vlaamse Regulator van de Elektriciteits- en Gasmarkt (= Flemish regional energy regulator) • WACC = Weighted Average Cost of Capital (gewogen gemiddelde kapitaalkost) fluvius. June 2022. 55#56Disclaimer These materials have been prepared by and are the sole responsibility of Fluvius System Operator cv. They have not been verified, approved or endorsed by any other person. No representation or warranty (express or implied) is made as to the fairness, accuracy, completeness or correctness of the information or opinions presented herein. This presentation has not been verified by the company's auditor. The term 'Fluvius' refers either to Fluvius System Operator cv, to the consolidated group (i.e. Fluvius System Operator cv + its consolidated subsidiaries) or to Fluvius Economic Group. The term 'Fluvius Economic Group' refers to Fluvius (consolidated group) + 11 intermunicipal companies* that are its sole shareholders, and some other related entities. The Fluvius Economic Group is not a legal entity, but for international accounting and consolidation purposes the Fluvius Economic Group can be considered as if it were a single entity. Forward-looking statements in this presentation do not guarantee future performance. Actual results may differ materially from such forward-looking statements as a result of a number of uncertainties or risks, many of which are out of control of Fluvius System Operator cv, its subsidiaries and shareholders. Forward-looking statements speak only as at the date of this document. The information contained in this presentation is subject to amendment, revision and updating. It is in no way an investment advice or a recommendation to subscribe to or purchase any securities. This document does not constitute a Prospectus or Offering Memorandum. These materials are not intended for distribution to, or use by any person or entity in any jurisdiction or country where such distribution would be contrary to local law or regulation. Due to rounding, numbers presented in this presentation may not add up precisely to the totals provided and percentages may not exactly reflect the absolute figures. * being: Fluvius Antwerpen, Fluvius Limburg, Fluvius West, Gaselwest, Imewo, Intergem, Iveka, Iverlek, PBE, Riobra, Sibelgas fluvius. June 2022. 56

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