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<strong>Annual</strong> <strong>Report</strong><br />

DELTA N.V. 2014<br />

The English translation of the annual report is for information purposes only<br />

The <strong>Annual</strong> <strong>Report</strong> 2014 comprises of the Dutch text including the<br />

independent auditor’s report in Dutch<br />

1


Contents<br />

<strong>Annual</strong> <strong>Report</strong><br />

1 Management Board <strong>Report</strong> 2014 3<br />

1.1 2014 – a dynamic year for DELTA 3<br />

1.2 Profile and key figures 6<br />

1.3 Notes to the results 10<br />

1.4 Ambitions 13<br />

1.5 Energy & Multimedia 15<br />

1.6 Grids, mains and networks 22<br />

1.7 Waste management 24<br />

1.8 DELTA and corporate social responsibility 25<br />

1.9 DELTA and its employees 28<br />

1.10 DELTA and corporate governance 32<br />

1.11 Opportunities and risks 42<br />

1.12 Statement by the Executive Board 46<br />

2 Financial statements for 2014 47<br />

3 Other information 141<br />

4 DELTA in financial figures 143<br />

2


1 Management Board <strong>Report</strong> 2014<br />

1.1 2014 – a dynamic year for DELTA<br />

DELTA formulated its strategy in 2014. At the start of the year, it set up a consultation body<br />

consisting of the Executive Board, Supervisory Board, and Shareholders’ Committee. After<br />

intensive exploration, the decision was made to continue as an independent company and<br />

to sell the company’s waste management business Indaver. DELTA also defined two focal<br />

points within our business strategy, more specifically to reduce our carbon footprint and<br />

integrate our energy and multimedia products so as to make life easier for the DELTAcustomers.<br />

Position<br />

To successfully operate as a business, it is important that DELTA has its financial house in order.<br />

In the past few years, we have laid a solid foundation to withstand the headwinds affecting the<br />

energy market. Energy prices are low because of overcapacity and the recession. This is unlikely<br />

to change over the next three years. DELTA has made the necessary preparations to deal with<br />

these market conditions and remain an independent company. In 2014, we used EUR 74 million<br />

from our cash flow to pay off part of our debts, reducing our debt position to EUR 559 million at<br />

year-end. After the strategic sale of the Kreekraksluis wind farm and Indaver (in which DELTA<br />

owns a 75% interest), our net debt will reduce to nil by mid-2015.<br />

The process of selling Indaver has been successful. Negotiations were held with several<br />

prospective buyers within a short space of time and, eventually, in March 2015, it became clear<br />

that Indaver would become a group company of the leading Belgian-based logistics provider<br />

Katoen Natie. Once approved by the shareholders, the sale will be completed by mid-2015.<br />

DELTA Group’s underlying operating profit is strong, especially when taking into consideration the<br />

poor market conditions for the production and sale of energy. Its cash flow was particularly strong,<br />

standing at EUR 94 million, EUR 20 million of which was used to pay a dividend and EUR 74<br />

million to pay off debts. We ended 2014 with a net underlying profit of EUR 65 million. Due to the<br />

necessary impairment of Indaver’s environmental business and a change in tax position, net profit<br />

came to EUR 4 million.<br />

The write-down on the Indaver sale was necessary because we had bought the company for a<br />

higher price in 2007, when market conditions were different. DELTA’s different divisions all<br />

reported good results.<br />

CO 2 reduction<br />

Regardless of DELTA’s future, we are convinced that the last days of coal as fuel to generate<br />

power are approaching. The coal-fired power plant operated by EPZ (in which DELTA owns a 70%<br />

stake) will be closed down by the end of 2015. This decision is also based on our conviction that<br />

burning coal harms the environment and there are other types of fuel, such as natural gas, nuclear,<br />

wind, solar, biomass and water, which make up a better mix for power generation.<br />

By 1 January 2016, DELTA will be the Netherlands’ cleanest energy producer. With the closure of<br />

the coal-fired power plant in Borssele, emissions will reduce to 130g/kWh, making DELTA the best<br />

performing major energy producer of the Netherlands. A year later, emissions will even reduce to<br />

90g/kWh.<br />

By that time, the Gemini wind farm will have started delivering wind power, as shown in the chart<br />

on page 14.<br />

‘By 1 January 2016, DELTA will be the Netherlands’<br />

cleanest energy producer.’<br />

3


Integration of energy and multimedia products<br />

On the domestic market in Zeeland, we have begun integrating our retail products, building on the<br />

unique position of our energy and multimedia products. Our aim is to offer consumers a<br />

comfortable home, served by a single provider. An offering that is unique.<br />

What consumers want now more than ever is to get their energy bills down and, at the same time,<br />

contribute to a sustainable society. In 2014, we therefore focused on expanding DELTA's position<br />

as an intermediary and promoting value-adding services, such as the Comfort Indicator<br />

(ComfortWijzer) and our Guaranteed Solar (ZonGarant) programme. With our Scoring Together<br />

(Samen scoren) campaign, consumers in Zeeland can benefit from having an energy supplier and<br />

multimedia service provider being located under one roof.<br />

In 2014, we made preparations for the launch of our Home Advice (Woningadvies) online platform.<br />

Visitors can use the platform to access information about potential savings in and around their<br />

home. They can compare the investment required with the proceeds and ask directly for a quote.<br />

With DELTA Home Advice, we have taken a major step towards becoming an intermediary. We will<br />

continue integrating our energy and multimedia products and services in 2015. Ultimately, DELTA<br />

will occupy a special role in the lives of its customers, providing a range of useful services.<br />

Good energy production mix ensures flexibility<br />

DELTA’s energy production operations were severely affected by continued poor market conditions<br />

in 2014. The gas-fired power station SloeCentrale is one of the most efficient plants in the<br />

Netherlands, delivering a relatively high output, but margins were too low. The ELSTA gas-fired<br />

power station continually operated baseload to deliver steam and power to Dow in Terneuzen, but<br />

could not be deployed to generate extra power profitably due to market conditions. The biomass<br />

plant in Moerdijk, which converts poultry litter into energy, performed well despite a period of bird<br />

flu, when supply of poultry litter was limited.<br />

The diversity of our energy production mix allows us to respond flexibly to market developments.<br />

We will stop burning coal and close our coal-fired power plant by the end of 2015. EPZ’s nuclear<br />

power station made a substantial contribution to reducing carbon emissions. 2014 was a good year<br />

for EPZ. Availability was high, with the units achieving a historically high aggregate monthly output.<br />

EPZ also for the first time used MOX fuel, closing the fuel cycle. MOX is a fuel composed of<br />

residual products. It reduces the use of finite natural resources, as well as providing more fuel load<br />

alternatives.<br />

Synergy and efficiency<br />

1 January 2014 saw the merger of DELTA Infra and DELTA Netwerkbedrijf. The two companies<br />

are now trading as DELTA Netwerkgroep (DNWG). The new set-up has provided greater synergy<br />

and improved operational efficiency. Not surprisingly, DNWG performed well in 2014. The merger<br />

of the two divisions allows us to work even more efficiently and respond proactively to market<br />

developments.<br />

Water company Evides (in which DELTA owns a 50% interest) also reported good results for 2014.<br />

Evides supplies drinking and industrial water in Zeeland and other areas. Its performance again<br />

showed that Evides operates a solid and efficient organisation.<br />

’The diversity of our energy production mix allows<br />

us to respond flexibly to market developments.’<br />

4


DELTA’s future<br />

DELTA saw many changes in 2014. This will not be different in 2015. Thanks in part to the<br />

dedication of our employees, we ended the year with a profit and have every confidence for 2015.<br />

Reducing our carbon footprint is an important focal point for DELTA. This is why we are<br />

uncomfortable with the coal section in the National Energy Agreement. We cannot endorse the<br />

substantial amount in compensation paid to coal companies for phasing out their old power plants.<br />

The compensation involves abolishing the coal tax and making extra grants available to co-fire<br />

biomass. This comes down to extra support being provided for coal power generation. And that<br />

was not the intention of the National Energy Agreement. It certainly runs counter to our ambition to<br />

provide low carbon energy.<br />

Many of the possibilities for DELTA to shape its future depend on the Dutch Supreme Court’s<br />

decision on the mandatory separation of its grid operation business and the response of politicians<br />

if the decision were to go against DELTA. In the past few years, we have made no bones about the<br />

fact that such a split would mean the end of DELTA in its current form and would be bad news for<br />

jobs in Zeeland.<br />

Separating the grid business is a poor solution to a non-existent problem. The Independent Grid<br />

Operation Act (WON) is already doing its job. Moreover, there is not a single power company<br />

outside the Netherlands that is being required to hive off its grid operations. In fact, most European<br />

providers are full-service companies at holding company level, including those with subsidiaries in<br />

the Netherlands. We trust that the Dutch government will ultimately take the sensible decision.<br />

Executive Board of DELTA N.V.<br />

Arnoud Kamerbeek, CEO<br />

Frank Verhagen, CFO<br />

5


1.2 Profile and key figures<br />

DELTA is an independent supplier of energy and waste management services. The<br />

company provides energy, waste processing, infrastructure, and digital services. We want<br />

to make life for our customers as easy as possible and are constantly looking for ways to<br />

add value. The company’s shares are held by municipal and provincial authorities in the<br />

provinces of Zeeland, Noord-Brabant, and Zuid-Holland. DELTA’s head office is located in<br />

Middelburg, The Netherlands. The company and its subsidiaries employ a total of 3,349<br />

FTEs.<br />

1.2.1 What we do<br />

Group companies<br />

DELTA N.V.<br />

DELTA<br />

Netwerkgroep<br />

Energy &<br />

Multimedia<br />

Waste Management<br />

DELTA<br />

Netwerkgroep<br />

DELTA<br />

Comfort<br />

Indaver N.V.<br />

DELTA<br />

Netwerkgroep<br />

DELTA<br />

Energy<br />

DELTA<br />

Netwerkgroep<br />

EPZ (70%)<br />

SloeCentrale (50%)<br />

For a list of consolidated and non-consolidated subsidiaries, please refer to page 123 of the <strong>Annual</strong><br />

<strong>Report</strong>.<br />

Products and services<br />

DELTA generates electricity, trades in energy, and supplies gas, power and digital services to retail<br />

and corporate customers in Zeeland and other areas. The company also supplies drinking water<br />

and industrial water services through its subsidiary Evides. ZRD (Zeeland Sanitation Department),<br />

a subsidiary of Indaver, operates household waste processing facilities across Zeeland, collecting<br />

household refuse in nearly all towns and cities in Zeeland.<br />

Grid operator<br />

On 1 January 2014, DELTA Netwerkbedrijf B.V. (DNWB) and DELTA Infra B.V. were combined to<br />

form DELTA Netwerkgroep. DNWB is the regional power and gas grid operator. It is responsible for<br />

managing the gas and electricity distribution grids in Zeeland. DNWB has entrusted the<br />

construction and maintenance of these grids to DELTA Infra B.V., which is also responsible for<br />

constructing and servicing the water mains networks operated by water company Evides and<br />

DELTA’s cable network (Zeelandnet). DELTA Infra’s other areas of expertise include high-voltage<br />

applications and metering technology, with services being delivered in Zeeland and other areas.<br />

6


Waste management<br />

DELTA’s waste management operations have been brought together in Indaver N.V., a subsidiary<br />

company in which DELTA owns a 75% share interest. Indaver offers high-quality, sustainable<br />

waste management solutions to industry and local authorities. focusing on environmentally safe<br />

ways of processing all sorts of waste materials and maximising the reuse of energy and materials.<br />

Part of the waste is processed at its own facilities, but some is treated at other plants. The<br />

company selects the best processing method for each type of waste: recycling, processing into<br />

biomass, or waste-to-energy (incineration).<br />

In recent years, Indaver has grown into a leading European provider, with operations and facilities<br />

in Belgium, Germany, Ireland, and the Netherlands. The company processes 5 million tonnes of<br />

waste a year and employs around 1,700 employees. In 2014, DELTA took the decision to sell its<br />

interest in Indaver.<br />

1.2.2 What we stand for<br />

DELTA offers its customers the convenience of sustainable and innovative multi-utility solutions.<br />

The company seeks to ensure continuity of supply and is committed to long-term customer<br />

relationships. We are the partner of choice for buyers of utility products and services, such as<br />

power, water, digital services, and waste collection and processing, on both a small and large<br />

scale.<br />

DELTA is aware that conventional energy resources are finite. That is why we are investing in<br />

making our processes more sustainable and, in particular, reducing our carbon emissions. This<br />

covers our waste processing and water operations, as well as our power generation activities. In an<br />

environment that is becoming increasingly complex, we will continue to integrate our products and<br />

services so as to meet the information and convenience requirements of our customers.<br />

DELTA seeks to make its power generation activities carbon neutral by 2050. Carbon neutral<br />

means that all the energy produced is generated by carbon-free generation methods. If additional<br />

measures are taken to offset carbon emissions, power generation is also said to be carbon neutral.<br />

We do not believe that a fully sustainable power generation system will be feasible over the next<br />

few decades.<br />

Committed to cutting carbon emissions, DELTA aims to have the smallest carbon footprint of all<br />

Dutch power companies by 1 January 2016. With the closure of the coal-fired power plant in<br />

Borssele, emissions will reduce to 130g/kWh, making us the cleanest major energy producer of the<br />

Netherlands. A year later, emissions will even reduce to 90g/kWh. By that time, the Gemini wind<br />

farm will start delivering wind power.<br />

DELTA takes the view that a balanced mix of different generation methods is necessary to ensure<br />

continuity of supply. We believe that this mix should include wind, solar, biomass, natural gas, and<br />

nuclear power.<br />

Nuclear power is needed to keep the reliability of supply at an acceptable level and prevent<br />

unnecessary greenhouse gas emissions. Nuclear power generation releases no carbon emissions<br />

and emits fewer other pollutants, such as nitrogen oxides (NOx), sulphur dioxide (SO2), and soot.<br />

That is why DELTA consider this to be a responsible way of generating power.<br />

7


1.2.3 The world we operate in<br />

Having public-sector shareholders and a regional customer base, DELTA has strong ties with its<br />

home market. The company is firmly rooted in society and readily accepts its social responsibilities.<br />

What is good for us is good for the South Western delta region.<br />

‘DELTA is firmly rooted in society and readily accepts<br />

its social responsibilities.’<br />

DELTA’s commitment to society is reflected in its strong reputation in Zeeland. The company has<br />

commissioned the Reputation Institute to conduct monthly reputation surveys. The survey findings<br />

are used to identify market and regional trends. DELTA has a solid reputation in Zeeland and<br />

achieves high scores because of its connection with local communities as a supplier, employer,<br />

business relation, or customer. Our reputation is therefore a key indicator. We use the monthly<br />

survey findings to identify market and regional trends and developments at an early stage. We can<br />

then adjust our external communications accordingly.<br />

In 2014, we focused in particular on improving our financial ratios. By taking a variety of measures,<br />

we successfully reduced our debt by EUR 74 million within one year. The proposed sale of our<br />

interest in waste management company Indaver should also contribute to improving our financial<br />

ratios.<br />

1.2.4 Corporate social responsibility<br />

Corporate social responsibility mainly involves DELTA’s energy operations, particularly those<br />

conducted by its group companies and joint ventures. All its waste management activities have<br />

been transferred to Indaver, which publishes its own CSR report (available as a download at<br />

www.indaver.com). Water company Evides, in which DELTA owns a 50% share interest, is not<br />

included in the report. Evides reports on its CSR policy and related activities on its website at<br />

www.evides.nl. Below is a summary of the key statistics on DELTA’s power generation activities.<br />

More detailed information is available at www.epz.nl , www.sloecentrale.nl and<br />

www.bmcmoerdijk.nl.<br />

Share of carbon neutral and renewables 2014 2013 2012<br />

Carbon neutral 24.1% 29.3% 27.2%<br />

Nuclear 8.3% 16.2% 17.3%<br />

Renewables* 15.8% 13.1% 9.9%<br />

(* wind/water/biomass)<br />

DELTA’s carbon emissions (g/kWh) 2014 2013 2012<br />

389.7 437.4 421.3<br />

Social performance (in EUR) 2014 2013 2012<br />

Distributions to shareholders 15,000,000 20,000,000 40,000,000<br />

Roosevelt Academy 379,083 398,854 418,950<br />

Sponsoring and donations 834,282 900,000 928,326<br />

8


1.2.5 Accounting standards<br />

The financial statements have been prepared in accordance with International Financial <strong>Report</strong>ing<br />

Standards (IFRS) and the relevant provisions of the Dutch Civil Code (DCC). DELTA conducts<br />

some of its major operations with others in the form of joint ventures. Our share of assets,<br />

liabilities, income and expenses associated with operations conducted by separate legal entities in<br />

which DELTA, in its capacity as a shareholder and customer, has the same rights and obligations<br />

as its partners, have been included in our financial information since 2013. This provides a greater<br />

insight into the structure of our capital base and profits.<br />

Financial highlights (EURm) 2014 2013 2012<br />

Revenue 1,931 2,104 2,168<br />

Gross margin 789 786 826<br />

EBITDA 312 301 379<br />

Net profit 4 75 81<br />

Investment in (in)tangible fixed assets 102 168 141<br />

Net debt 559 633 630<br />

Share of revenue ( EURm) 2014 2013 2012<br />

Sale of electricity and electricity trading 882 970 1,046<br />

Sale of natural gas and natural gas trading 268 344 332<br />

Electricity & natural gas transmission 106 118 112<br />

Cable, Internet, and telecommunications 81 79 75<br />

Waste logistics and environmental services 517 514 519<br />

Other revenue 77 79 84<br />

Total revenue 1,931 2,104 2,168<br />

For full details of the financial statements 2014, please refer to page 47.<br />

9


1.3 Notes to the results<br />

DELTA performed well in 2014, driven by its variety of activities on different markets and a<br />

clear focus on profit and cash generation. In spite of falling market prices and lower<br />

volumes due to mild winter conditions, the company reported EUR 1.9 billion in revenue.<br />

Net profit came to EUR 3.8 million. However, this was after recognising an impairment of<br />

DELTA’s share interest in waste company Indaver, which is likely to be sold in 2015 and the<br />

book value of which had to be revised downwards to reflect its expected market value, and<br />

after recognising an increase in tax loss carryforwards due to decreasing interest charges<br />

after debt repayment. We are proud to report an underlying pre-impairment profit of EUR<br />

64.6 million. Net cash flow was even more robust, at EUR 94 million, before EUR 20 million<br />

in dividends paid to shareholders. Mild temperatures at the start and end of the year were<br />

helpful making the prepaid gas purchases lower.<br />

The energy market continued to deteriorate in 2014. Although the economy showed tentative signs<br />

of a recovery, prices remained under pressure from existing spare capacity. This effect was<br />

exacerbated by more renewable generation capacity arriving on the market. Although this is a<br />

socially desirable trend which we endorse, conventional generation facilities, which remain the<br />

basis of a reliable energy supply, continued to fare poorly. Electricity prices continued to decline in<br />

2014, with gas prices falling at an even faster pace. Our gas-fired power station SloeCentrale<br />

supplied power to the grid for the best part of the year, but margins were too modest to cover the<br />

fixed costs. EPZ’s production units achieved record availability levels. DELTA has for many years<br />

been conducting a combination of activities which are mutually reinforcing in different areas. This is<br />

also financially beneficial to the group as a whole. Driven by the solid performance of Indaver,<br />

water company Evides, and DELTA Netwerkgroep's combined infrastructure and grid operations,<br />

we saw strong underlying profits, despite difficult market conditions. Our multimedia and cable<br />

business also performed well during the year, thanks to the introduction of combinations of new<br />

and existing products and services.<br />

Revenue and profit<br />

Revenue fell in 2014 compared with 2013. This was felt mainly in the energy business, including<br />

both the trading floor and sales to corporate and retail customers. In the grid segment, we<br />

achieved strong cost savings by combining our grid and infrastructure operations into a single<br />

entity, which partly compensated for the drop in revenue arising from the adjustment to what are<br />

known as the statutory ‘X factors’. The multimedia business saw a slight increase in revenue.<br />

Waste management company Indaver, in which DELTA owns a 75% share interest, reported good<br />

results, despite a number of unplanned outages at its incineration plants in Belgium and Germany.<br />

The Irish operations reported growth, driven by the expanded scope of its permit. Market prices<br />

remained under pressure, both in the waste business and in terms of energy generation revenues.<br />

The newly constructed incineration plant in the Dutch town of Alphen aan den Rijn operated in line<br />

with expectations. The Dutch operations performed above budget, driven mainly by higher<br />

composting and landfill volumes. 2014 proved to be another strong year for water company<br />

Evides, in which DELTA owns a 50% stake.<br />

Total gross margin rose by EUR 8 million on the previous financial year (up 1%), partly owing to<br />

the fact that the EPZ nuclear power plant was out of operation for a few weeks in 2013 because of<br />

a failure in the conventional section of the plant, which had a negative impact on the 2013 results.<br />

Operating costs remained contained, driven by the ongoing focus on cost control and smart<br />

purchasing and consumption solutions. Combining the grid operations delivered an efficiency gain<br />

of around EUR 5 million. Depreciation and amortisation costs increased by EUR 8.5 million, before<br />

the necessary impairment of our share interest in Indaver. This impairment amounted to EUR 92.8<br />

million. Because Indaver is a fully consolidated subsidiary, the amount is shown fully within<br />

‘depreciation and amortisation’, with Indaver’s minority shareholders shouldering their share of the<br />

impairment charge, i.e. EUR 24.2 million. This amount is shown within ‘non-controlling interests’ in<br />

the profit and loss account. The impairment led to the value of the put option shown in DELTA’s<br />

balance sheet being reduced by the same amount.<br />

10


As the company becomes leaner, it has seen the number of employees fall for several years now.<br />

At the end of 2014, the different group companies employed a total of 3,349 FTEs, compared with<br />

3,394 at the end of 2013. These numbers also cover employees working in ‘joint business<br />

operations’. The underlying drivers included a limitation on the number of new hires, a mobility<br />

programme for employees who could not remain in their existing jobs, and relocations to job<br />

openings at other group companies. It became clear in 2014 that the EPZ coal-fired power plant<br />

would be closed down by the end of 2015. Staff at the power plant will be subject to a<br />

restructuring, which unfortunately will see many of our colleagues in Operations and Support lose<br />

their jobs with EPZ. In 2014, we recognised a provision of EUR 10 million (70% share) to cover the<br />

costs of the proposed closure in 2015.<br />

Our share of associates and joint ventures amounted to EUR 41.2 million in 2014, similar to 2013<br />

(EUR 41.5 million).<br />

The external funding requirement improved by EUR 90.4 million during the year. During the year,<br />

interest-bearing debt net of available cash and cash equivalents (net debt) fell by EUR 74.1 million<br />

to EUR 558.6 million at the end of 2014.<br />

Interest charges were EUR 24.3 million, with EUR 21.1 million in interest income being added to<br />

the provisions, up EUR 2.7 million on 2013. Financial income rose in 2014, driven by the funds<br />

received from the last tranche of the Lansbanki claim and the positive return delivered by the<br />

Borssele Nuclear Power Plant Dismantling Fees Management Fund. Net financial income was<br />

down EUR 6.8 million on 2013.<br />

In consultation with the Dutch Tax and Customs Administration, the commercial operations in the<br />

energy segment, including multimedia, were transferred to a separate fiscal unity for corporate<br />

income tax purposes. Initially, the separation was to be effective from 31 December 2013 but, in<br />

consultation with the Tax Administration, we decided to move the start date for both fiscal unities to<br />

1 January 2014. This immediately led to tax loss carry forwards being used in 2014. Unlike in<br />

2013, there were no unforeseen refunds from previous financial years in 2014.<br />

A further EUR 0.6 million in proceeds from the sale of our share interest in Fesil Sunergy AS in<br />

2012 is shown within ‘discontinued operations.’ Also in 2014, proceeds were recognised from<br />

assets and liabilities of DELTA Industriële Reiniging B.V. (sold in 2013) that had not been included<br />

in the sale.<br />

We ended 2014 with a net profit of EUR 3.8 million, compared with a profit of EUR 74.8 million in<br />

2013, attributable to the shareholders of DELTA N.V.<br />

Cash flow and investments<br />

Cash flow from operating activities was boosted by working capital control, leading to good results<br />

particularly in the corporate energy segment. Cash flow from operating activities totalled EUR<br />

209.8 million. Cash flow from investing activities stood at EUR 115.7 million, compared with EUR<br />

187.2 million in 2013, due mainly to substantial investments in the Kreekraksluis wind farm.<br />

Investments in grid operations remained stable at EUR 39.4 million (2013: EUR 37.9 million), with<br />

the rollout of smart meters contributing EUR 4.4 million. Investments in the EPZ production<br />

facilities fell compared with the previous year, because part of the planned investments had<br />

already been made during the prolonged product stoppage at the nuclear power plant in 2013.<br />

Investments totalled EUR 19.3 million, compared with EUR 33.7 million in 2013. As the coal-fired<br />

power station is nearing the end of its useful life in 2015, any necessary operating costs are now<br />

included in the budget, rather than being recognised as investments. Indaver invested EUR 36.7<br />

million in its plants and software, mainly in Belgium and the Netherlands.<br />

Free cash flow came to EUR 74.1 million, net of a EUR 20 million dividend payout. It was used to<br />

reduce our debt position.<br />

11


Financial position and solvency<br />

Net realised gains stood at EUR 64.1 million in 2014. The addition of these net gains to the<br />

reserves, the decline in value of the Indaver put option of EUR 18.2 million, and the EUR 20 million<br />

in dividends paid to our shareholders combined to reduce the equity attributable to DELTA N.V.’s<br />

shareholders to EUR 1,104 million.<br />

Our solvency ratio was 31.3% at the end of 2014 (2013: 31.8%).<br />

The profit we made in 2014, coupled with the favourable development of our debt position and the<br />

available reserves, allowed us to distribute EUR 15 million to our shareholders. Although this is<br />

less than the EUR 20 million payout last year, we are pleased to have been able to do this. Earlier,<br />

we had indicated, on the basis of the weak prospects for the energy market, that it would be very<br />

difficult to pay a dividend for 2014 because we needed to strengthen our reserves for the uncertain<br />

times ahead. We are pleased that our strong performance in 2014 allows us to accommodate our<br />

shareholders in what for them are difficult economic conditions as well.<br />

Rating<br />

We are making every effort to keep our credit rating at an acceptable level of BBB or higher.<br />

Outlook<br />

The outlook for the energy market has not improved.<br />

The sale of Indaver and the Kreekraksluis wind farm will provide sufficient financial leeway to tide<br />

us over the next few years, in which we are likely to see negative margins on energy production<br />

and will continue to invest in our existing and sustainable production facilities. Ensuring security of<br />

supply by having high-quality grids in place remains one of our main objectives. The necessary<br />

investments are funded from the cash flows from our grid operations. The rollout of smart meters<br />

will be accelerated in the coming years. Adding greater depth to and broadening our retail offerings<br />

(traditional gas, power and water supplies and services, decentralised renewable energy<br />

generation, and multimedia services, or a combination of these) will strengthen our ties with<br />

customers in Zeeland.<br />

The issue of whether we will be required to split up our business remains a key point of attention.<br />

We expect to end 2015 with a profit. It will be very difficult to pay a dividend to our shareholders for<br />

the years 2015 to 2017. We will nonetheless try our very best to make this happen.<br />

12


1.4 Ambitions<br />

In 2014, DELTA undertook a strategy search, consulting its shareholders on numerous<br />

occasions. There were nine official strategy meetings with our shareholders to discuss a<br />

range of strategic choices so as to maintain high-quality jobs, ensure returns, and mitigate<br />

risks. The scenarios of a merger, full or partial sale of operations and continuing as an<br />

independent company were considered, as were the views of our shareholders and the<br />

expected economic conditions.<br />

Looking to the future<br />

The strategy will be shaped further in 2015. We will keep our eyes and ears open to any<br />

opportunities.<br />

DELTA: frontrunner in low carbon-efficient power generation<br />

DELTA seeks to be carbon neutral in terms of its power generation operations by 2050. To achieve<br />

this aspiration, we will need a varied and balanced production mix, including not only natural gas<br />

as a fossil fuel, but also nuclear power, wind power, and biomass. Our guiding principle is<br />

‘renewable where possible, low carbon where necessary.’ In April 2014, we therefore decided to<br />

purchase power and green certificates from the Gemini wind farm. This, the Netherlands’ largest<br />

wind farm, will become operational in 2016.<br />

With the opening of the wind farm and closure of the coal-fired power station in 2016, DELTA will<br />

become the frontrunner in low carbon energy production in the Netherlands, taking a big leap<br />

towards achieving its goal of generating carbon neutral power by 2050.<br />

The chart on the following page shows the carbon emissions of DELTA’s entire asset portfolio.<br />

Facts & figures on the Gemini wind farm<br />

With a capacity of 600 MW and supplying 2.6 TWh of electricity, Gemini will be the Netherlands’<br />

largest wind farm, operational in 2016. This is enough to provide more than 785,000 homes with<br />

green power sourced from within in the Netherlands. Gemini will contribute to reducing carbon<br />

emissions by 1.25 million tonnes.<br />

Today’s energy company<br />

Over the years, expectations of consumers, business customers and local authorities in their<br />

dealings with energy companies have changed. Options to cut energy bills have become widely<br />

available. Being sustainable is not a trend anymore, it is a requirement. DELTA has responded to<br />

this development in its own way. Its multi-utility concept, which has always set the company apart<br />

from the competition, is helping shape DELTA’s energy business to meet today’s demand.<br />

‘In 2016, DELTA will be the frontrunner in low carbon energy<br />

production in the Netherlands.’<br />

DELTA’s unique basis – its ability to combine energy and multimedia products and services – has<br />

allowed the company to transform into the business it is today. From producer and supplier to<br />

producer, supplier, intermediary, and adviser. A Zeeland-based company that helps its customers<br />

to be sustainable and control their energy bills, without having to cut back on convenience.<br />

13


1.5 Energy & Multimedia<br />

DELTA produces energy, is involved in commodities (natural gas, coal, oil), electricity and<br />

emissions trading on various markets, and delivers gas and power to businesses and<br />

consumers. Its energy operations account for around two thirds of its revenue. In addition<br />

to energy, the company provides multimedia services, including Internet access and<br />

telephony services through its subsidiary company ZeelandNet. DELTA also transmits<br />

television and radio signals via its cable network. Because of this mix of service offerings,<br />

customers buy more than four products from DELTA on average. This, in turn, has led to<br />

high customer loyalty.<br />

That said, the energy market has come under severe pressure due to spare capacity and low<br />

prices. This makes it difficult for us to deliver strong margins. We expected these market conditions<br />

to continue for a number of years.<br />

The company will need to adapt to these conditions. Prices are expected to pick up in 2017. Until<br />

then, we will need to be flexible and versatile. Our retail and wholesale operations should be able<br />

to respond to changing customer requirements, market trends, and moves by the competition. To<br />

do just that, our energy and multimedia division launched its Future Proof programme in 2014.<br />

Zooming in on cost control and customer focus, the programme will be completed by mid-2015 and<br />

result in a revamped E&M organisation.<br />

1.5.1 Energy and the corporate market<br />

Unfavourable energy market conditions continued in 2014. Spare capacity and the arrival of new<br />

coal-fired power plants, low electricity prices (relative to fuel prices), and the ongoing growth of<br />

subsidised renewable energy continued their grip on the market. However, due to the delayed<br />

commercial operation of newly constructed coal-fired power stations, problems with the temporary<br />

closure of Belgian nuclear power facilities, and relatively low gas prices (because of mild winter<br />

conditions and sufficient supply), the Sloe power station in particular was up and running during the<br />

best of the year. Unfortunately, this highly efficient gas-fired power station delivered positive but<br />

very modest margins, which were not enough to cover fixed costs. The mild winter also had a<br />

considerable impact on gas deliveries. With the high temperatures we had, our customers required<br />

less heating and so gas consumption fell. DELTA’s trading operations delivered good results<br />

during the year by responding flexibly to market fluctuations.<br />

Volatile and uncertain market conditions call for smart energy purchasing strategies that enable us<br />

to control costs and risks while at the same time improving returns. That is why in 2014 we focused<br />

on being the partner of choice for entrepreneurs, drawing on our specific knowledge of their<br />

business and the energy market. Since its liberalisation, the energy market has become a dynamic<br />

environment of supply and demand and competition. Ten years on, DELTA wants to take its<br />

activities to the next level by being a utility partner for its customers. This cuts both ways. On the<br />

one hand, we can help them define the best possible energy purchasing strategy, which goes<br />

beyond ‘merely’ buying cheap electricity. On the other, we distinguish ourselves from the<br />

competition through our commitment to long-term customer relationships and unique energy<br />

products In line with our partnership thinking, the DELTA Advisory Board met for the third time at<br />

Nyenrode Business University in Breukelen in 2014. During the meeting, presentations were given<br />

by and for the benefit of our customers about strategic and innovative energy purchasing, coupled<br />

with our new Profit-Sharing product. A perfect example of a joint undertaking.<br />

15


Sustainability awareness<br />

Sustainability was one of the other topics discussed at length during the DELTA Advisory Board<br />

meeting. We consider it our social duty to continue to raise awareness of energy consumption. In<br />

2014, DELTA Corporate offered green products based on biomass and wind, with the option to<br />

select the origin (the Netherlands or otherwise), and hydro power.<br />

With the Gemini project, DELTA is making a big leap in terms of renewable power generation. We<br />

will, in fact, become the largest purchaser of offshore wind power. With a 600 MW capacity, Gemini<br />

is around five times the size of the biggest wind farm currently operating in the Netherlands. Its<br />

total output will be around 2.6 TWh a year, enough to supply 785,000 homes.<br />

‘DELTA has provided its customers in Zeeland with a comfortable<br />

home for nearly a century.’<br />

We are also working with our business customers on a smaller scale. Examples include our<br />

cooperation with Heineken to construct four wind turbines at its Zoeterwoude brewery, and with<br />

Kloosterboer to build the first wind turbine on its site in Vlissingen Oost. Kloosterboer began<br />

generating its own green power in early 2014. We have also teamed up with Tebodin to deliver<br />

energy advice to industrial companies.<br />

1.5.2 Energy and the retail market<br />

DELTA has provided its customers in Zeeland with comfortable homes for nearly a century. The<br />

majority of people in Zeeland are trusted customers of DELTA. At 3.3%, the switch rate in 2014<br />

was far below the national average of 13.2%. Because we have become increasingly better at<br />

winning customers back, our customer base remained virtually unchanged in 2014.<br />

Gas and power margins were low, due in part to mild winter conditions, and consumption volumes<br />

fell as a result of improved insulation and the construction of solar panels on homes and at<br />

industrial premises. DELTA seeks to retain customers and generate additional margins by offering<br />

value-added services, such as the Comfort Indicator (Comfort Wijzer) and Guaranteed Solar<br />

(ZonGarant) programme.<br />

In late 2013, we introduced a new billing system so as to comply with changes in the law for the<br />

energy industry. In the first few months of 2014, the implementation of this new system adversely<br />

affected service levels and customer experience. However, improved efforts during the year and a<br />

personalised communications approach led to an increase in customer satisfaction by 0.1% by the<br />

end of 2014 compared to 2013.<br />

Scoring Together (Samen Scoren)<br />

In 2014, DELTA launched its Scoring Together campaign, inviting sports clubs to encourage their<br />

members to buy an All-in-1 package (including multimedia services from DELTA). In return, DELTA<br />

helped the clubs become greener by, for example, fitting solar panels. This is a perfect example of<br />

the synergy benefits offered by DELTA as a provider of multimedia products and services as well<br />

as energy.<br />

Smart Joint Savings (Samen slim besparen)<br />

DELTA takes its role as an energy savings adviser seriously. During 2014, we offered a range of<br />

different products and services to help consumers reduce their energy usage. Customers signing a<br />

new energy contract received a discount when buying a smart thermostat at the same time. At<br />

different times during the year, we offered solar panels under a Guaranteed Solar generation<br />

contract. We also successfully sold and rented out central heating boilers.<br />

16


The new frugality<br />

People in Zeeland have a reputation for being thrifty. But is that really true? DELTA put the<br />

question to a significant number of residents as part of an independent study. The answer? Up to a<br />

certain extent. People are careful with the money they spend. However, this cautious attitude is<br />

largely lacking when it comes to energy savings. For example, people in Zeeland tend to cling on<br />

to their hot water boilers until they break down, instead of buying a more efficient and basically<br />

cheaper one earlier. DELTA wrote about ‘the new frugality’ and smart products and services to<br />

save on energy costs in its Energy Magazine. Packed with interesting did-you-knows about the<br />

‘New Frugality' study and top saving tips, the magazine was sent to all our customers in November<br />

2014. We also developed the New Frugality online game, which has been played by more than<br />

12,500 people in Zeeland.<br />

Energy saving is the way to go<br />

Encouraging energy savings remains one of DELTA’s main goals on the consumer market. We will<br />

continue to develop new products and services and improve existing ones. Another key objective is<br />

to provide consumers with information. This why in 2014 we introduced our digital Energy<br />

Newsletter, a monthly newsletter with tips and facts and figures about energy and energy saving.<br />

We also set up the DELTA Home Advice online platform. Consumers can access the platform and,<br />

based on their personal data, explore ways of saving energy and read up on the equipment or<br />

devices they need to do so and the payback periods. They can also the platform to ask for a direct<br />

quote or to purchase equipment. We are operating the platform together with other regional<br />

companies, which is good for jobs. DELTA Home Advice went live in January 2015.<br />

1.5.3 Multimedia<br />

DELTA believes in the power of connecting. Instead of offering individual products and services<br />

such as energy, Internet, telephony and television, DELTA wants to provides its customers with a<br />

full-service solution. Our aim is to make daily life more comfortable. As consumers have an<br />

increasing need for more convenience and ease, we again contacted our customers about whether<br />

they would like to switch from buying three separate products (TV, Internet, telephony) to using an<br />

all-in-one package. Of the 28,000 customers contacted, more than 9,000 accepted our offer. As a<br />

result, we ended the year with more than 30,000 All-in-One customers, double the number<br />

reported for the previous year.<br />

Leisure<br />

The leisure industry is important to DELTA. By defining a clearer focus, upscaling resources, and<br />

streamlining processes, we made major progress within this industry in 2014. We asked a group of<br />

customers and selected business partners to review our services. Co-creation leads to improved<br />

customer services, which in turn support leisure companies in serving their guests. The<br />

refurbishment and upgrade of our customer networks constituted a major improvement in 2014,<br />

with 3,000 access points being improved and made suitable for fast wireless Internet. In 2013, we<br />

had made similar improvements at holiday parks with static holiday lodges. In 2014, we added<br />

static tents and caravans at campsites and caravan parks to our portfolio.<br />

Healthcare<br />

In 2014, DELTA strengthened its ties with the healthcare sector in terms of value-added services.<br />

We successfully hosted a series of ‘Digital Local Cafes’ at different locations across Zeeland,<br />

teaming up with libraries, so as to help senior citizens use a tablet and smartphone. Moreover, at<br />

different locations, we tested mobile applications that could be the solution to some of the changes<br />

and challenges in the healthcare sector. The results have been positive, so much so that a major<br />

rollout has been scheduled across Zeeland for 2015. The growing use of outpatient systems and<br />

greater freedom of choice in the healthcare sector are creating opportunities for DELTA to enter<br />

into new partnerships and provide senior citizens in Zeeland with even more comfortable homes.<br />

17


WifiSpots<br />

In the summer of 2014, DELTA launched a WifiSpots pilot in the town of Vlissingen. WifiSpots<br />

provides secure WiFi access to ZeelandNet customers who have a cable Internet subscription. For<br />

customers using a cable modem with a built-in WiFi router, we not only transmit a WiFi signal for<br />

the customer but also a second WiFi signal called DELTA WifiSpots. This allows customers to<br />

access the Internet at more than 25,000 locations across Zeeland through DELTA’s reliable<br />

network, while at the same timing saving on mobile data costs. Following the successful pilot in<br />

Vlissingen, WifiSpots was rolled out from August. More than 100,000 customers now have access<br />

to WifiSpots at more than 25,000 locations across Zeeland.<br />

Rural locations<br />

Throughout the Netherlands, there are homes and businesses that do not have a broadband<br />

connection and hence cannot use the Internet. There are several such rural locations in Zeeland.<br />

DELTA previously provided cable Internet access to a number of small towns with upwards of 20<br />

connections. Compared with the national average, coverage in rural locations in Zeeland is very<br />

good. That said, there are still a number of rural places with no Internet connection. This is due<br />

mainly to expensive excavation costs and hence high connection costs. We have looked at a<br />

number of wireless technologies for these locations, such as WiFi, satellite and wireless Docsis,<br />

and have run pilots with the latter two. These showed that neither technology is reliable enough to<br />

be used as an alternative in rural locations. Working with the provincial and municipal authorities,<br />

providers and residents, we are continuing to explore ways to connect these places to our Internet<br />

services.<br />

Content and portals<br />

ZeelandNet.nl remained highly popular in 2014. With 8,270,845 unique visits a year, each lasting<br />

an average of 8 minutes, ZeelandNet.nl is the most frequented website in Zeeland. Popular pages<br />

include the notice board, where 339,556 ads were placed in 2014, and the job vacancy section,<br />

with 8,811 vacancies posted in 2014. In 2014, ZeelandNet.nl was again awarded the<br />

telecommunications industry’s best and most popular website of the year.<br />

Interactive services on the Zeeland Portal were expanded substantially, with the interactive TV<br />

channel providing 22 apps by the end of 2014. DELTA also launched the Zeeland Live TV app,<br />

which can be used to broadcast live events in Zeeland. Red carpet night at the Film by the Sea<br />

festival and the arrival of Santa Claus were broadcast live in 2014. We also introduced DELTA<br />

Church live, allowing services at three churches to be watched live.<br />

Thirty-five channels were available through Second Screen by the end of 2014. DELTA also<br />

supports FOX Sports GO. Since the spring of 2014, subscribers to this channel pack have been<br />

able to watch football live on their laptops, tablets of smartphones.<br />

Service level<br />

In the autumn of 2014, as part of Zeelandnet.nl, DELTA launched its Service Forum, a platform at<br />

which customers can ask and provide answers to questions about multimedia products and<br />

services. The platform is run by ZeelandNet (a DELTA group company) and available 24/7. There<br />

is also a FAQ section. ZeelandNet moderators respond to any unanswered questions during office<br />

hours. By the end of 2014, the forum had more than 800 members and more than 500 questions<br />

had been posted.<br />

1.5.4 Energy generation<br />

Alongside fossil fuels and renewable energy sources, DELTA uses nuclear power to produce<br />

electricity. Around a third of its electricity is carbon neutral and generated by operating companies<br />

under joint arrangements.<br />

DELTA wants to be an entirely carbon neutral energy company by 2015. To achieve this aim, we<br />

focus strongly on wind energy. In 2014, we signed a contract for the purchase of electricity and<br />

green certificates from the Gemini offshore wind farm. This means that, with effect from 2016, we<br />

18


will be the wind farm’s exclusive Dutch purchaser of wind power. As a result, renewable energy will<br />

account for more than 40% of our production portfolio, with the remainder being comprised of<br />

nuclear baseload production and efficient and flexible gas-fired production to compensate for the<br />

irregular and unpredictable availability of wind power.<br />

Working with other parties, DELTA operates the following power stations and wind farms:<br />

Coal-fired power station (Borssele 12);<br />

Nuclear power plant (Borssele 30);<br />

Gas-fired power station (SloeCentrale);<br />

Combined heat and power plants (including Elsta);<br />

Biomass power station (BMC);<br />

Wind farms.<br />

Coal-fired power station<br />

The arrangements initially made under the National Energy Agreement to close the 1980s coalfired<br />

power stations were held to be invalid in July 2014 on the grounds that they ran counter to the<br />

Dutch Competition Act. The Dutch government is now considering introducing efficiency<br />

requirements for coal-fired plants in the Activities Decree (Activiteitenbesluit) so as to meet the<br />

targets of the National Energy Agreement. A minimum efficiency requirement of 38% is likely to<br />

apply to coal-fired power stations from 2016.<br />

On 31 December 2015, EPZ will stop burning coal at its power plant in Borssele. The plant will<br />

subsequently be decommissioned and dismantled. This will be a major step towards a low carbon<br />

energy supply system.<br />

We are also exploring the possibilities for extending the useful life of the power plant's existing<br />

infrastructure and converting it into a biomass and/or residual waste treatment plant (the waste<br />

being supplied by local industrial companies) so as to get a bio-based economy off the ground.<br />

EPZ obtained the necessary licences to operate a 100% biomass-fired power station in mid-2013.<br />

Although the coal-fired power station did not generate a profit in 2014, the return for 2014 was<br />

better than expected, driven mainly by lower coal input prices and operational cost savings.<br />

Nuclear power plant<br />

In February 2014, the Council of State declared the long-term operational permit for the Borssele<br />

nuclear power plant to be irrevocable. On behalf of its shareholders DELTA and RWE, EPZ can<br />

now continue to operate the plant until the end of 2033. As a condition for extending its operations<br />

until 2033, the Borssele nuclear power must demonstrate that it is one of the 25% safest nuclear<br />

power plants in the Western world. This is in line with a previous agreement between EPZ, its<br />

shareholders, and the Dutch government. To achieve this, EPZ will implement a challenging and<br />

sizeable investment programme in the coming years, as well as carrying out careful maintenance<br />

and inspections. The programme also comprises necessary investments arising from various<br />

international benchmarks and safety reviews, in which the nuclear power plant is compared with<br />

international trends in terms of nuclear safety and protection from radiation.<br />

When changing the fissile rods in June 2014, EPZ for the first time added mixed oxide (MOX)<br />

nuclear fuel to the reactor alongside the regular fissile rods. Mixed oxide consists of a mix of<br />

uranium and plutonium oxides. Plutonium is a residual product released when recycling used<br />

nuclear fuel. Using plutonium will make EPZ less vulnerable to fluctuations in natural uranium<br />

prices. It will also reduce the use of natural uranium ore at the nuclear facility. Moreover, EPZ will<br />

no longer have to transfer its plutonium to third parties and so a by-product is put to useful use.<br />

Gas-fired power stations<br />

The Sloe gas-fired power station in Vlissingen-Oost and the ELSTA power plant in Hoek again<br />

went through a difficult year due to unfavourable market conditions. The Sloe power station was up<br />

and running for relatively long periods of time, but margins were modest. The ELSTA power station<br />

operated continually to supply steam to Dow in Terneuzen. However, additional power generation<br />

was minimal due to difficult market conditions.<br />

19


Sloe power station<br />

In 2014, DELTA submitted a bid as part of a Belgian tender to construct new power stations to<br />

replace the country’s nuclear power plants, which will be phased out over time. The bid involved<br />

one of the units at the Sloe power station. The new power stations were to be efficient gas-fired<br />

power stations so as to meet the growing need for flexible power generation in Belgium. They<br />

would receive a fixed fee in Belgium if they were connected to the Belgian grid and available for the<br />

Belgian market. This would considerably improve the profitability of the Sloe power station. In its<br />

bid, DELTA presented two options to directly connect to the Belgian grid. However, in the course of<br />

2015, the Belgian government decided to withdraw the tender because it was found to be in<br />

violation of EU competition rules.<br />

Moerdijk biomass power station<br />

The biomass power station in Moerdijk (BMC) again had a good year, despite a period of bird flu,<br />

when supply of poultry litter was limited. It is the only power station on the European mainland to<br />

convert poultry litter into green electricity. In 2017, the Environmental Quality of Electricity<br />

Production (MEP) subsidy will come to an end. Since this will put pressure on profitability, DELTA<br />

is exploring ways to ensure a second future for the power plant.<br />

We have plans to extend the useful life of the BMC plant after 2017, but BMC will then have to<br />

succeed in obtaining a subsidy under the SDE+ Extended Useful Live Scheme. However, one of<br />

the requirements is that BMC will need to provide combined heat and power, but there is no<br />

demand for heat locally. Supported by the ministry of Economic Affairs and the RVO, DELTA is<br />

looking at other ways to ensure that BMC will be eligible for this subsidy even if it only supplies<br />

power. If this works out well, BMC will be able to process poultry litter and supply renewable<br />

electricity to the grid for another 12 years.<br />

Wind farms<br />

In 2014, DELTA was involved in developing various onshore wind farm projects. At least one of<br />

these projects will be implemented in 2015.<br />

The sale of the Kreekraksluis wind farm took up the best part of 2014 and will be completed in<br />

2015. Although it prefers not to own any existing or future wind farms, DELTA does wish to<br />

continue to sell the wind power generated.<br />

DELTA’s fuel mix for energy generation in 2014<br />

Fuel GWh %<br />

Natural gas 1,916.2 25.42%<br />

Natural CoGen 642,0 8.52%<br />

Coal 1,604.4 21.29%<br />

Nuclear 2,711.4 35.97%<br />

Wind 420.0 5.57%<br />

Solar 2.4 0.03%<br />

Biomass 241.1 3.20%<br />

Total 7,537.5 100.00%<br />

1.5.5 Sustainable projects under the Borssele Agreement<br />

In 2006, the Dutch ministry of Economic Affairs and the owners of the nuclear power station in<br />

Borssele (DELTA and RWE/Essent) signed what is known as the Borssele Agreement, pursuant to<br />

which permission was granted for the nuclear facility to remain open until 2034.<br />

DELTA and RWE/Essent each agreed to invest at least EUR 125 million in new and innovative<br />

projects to produce sustainable energy and reduce carbon emissions.<br />

DELTA is committed to achieving these innovation and reduction goals and has devoted a great<br />

deal of attention to performing the agreement.<br />

20


The agreement consist of two parts:<br />

the AIP part, under which DELTA is obliged to carry out Additional Innovative Projects<br />

worth at least EUR 100 million in investments and has a reasonable efforts obligation to cut<br />

its carbon emissions by at least 235 ktonnes/year.<br />

an investment fund (SET fund) to support energy innovation start-ups, into which DELTA<br />

and Essent must each pay EUR 25 million.<br />

DELTA previously submitted a number of additional innovative projects to the external AIP<br />

Committee for approval and qualification as AIP projects. The company was reluctant to disclose<br />

the details of these projects because they involved competitively sensitive information. With DELTA<br />

and Essent adjusting their share interests in EPZ, from 50/50 to 70/30, the same ratio has been<br />

applied to their AIP project obligations. This means that DELTA’s target is now to invest EUR 140<br />

million and to cut its carbon emissions by 329 ktonnes. Essent’s target is to invest EUR 60 million<br />

and reduce emissions by 141 ktonnes.<br />

In 2013, we decided to be more transparent about the projects submitted to and approved by the<br />

AIP Committee. A number of these projects have since been implemented. Due to worsening<br />

economic conditions, we have not been able to achieve all of the proposed projects. One of the<br />

conditions set out in the agreement is that projects must be economically viable.<br />

The AIP Committee has to date approved ten project proposals, four of which have actually been<br />

carried out. Two projects fell through because the companies involved went bankrupt, and four<br />

projects were based on insufficiently solid business cases.<br />

Projects can be submitted to the AIP Committee until 2017.<br />

Pyrolysis project<br />

EPZ wind project<br />

STBE project<br />

Solar wafer project<br />

Green gas<br />

Wind farm<br />

Solsilc<br />

Kreekraksluis wind farm<br />

Guaranteed Solar<br />

Oosterschelde hydro<br />

power<br />

This project involves developing a pyrolysis plant which can co-fire far<br />

greater quantities of biomass than the coal-fired power station.<br />

The project involves constructing two large wind turbines at a coal<br />

storage facility operated by OVET and owned by Zeeland Seaports.<br />

The project involves developing and marketing a patent pursuant to which<br />

glycerine (a biodiesel byproduct) is converted into STBE, a diesel<br />

substitute that can be mixed with biodiesel.<br />

The project involves devising an entirely new procedure to manufacture<br />

wafers (the chip used in solar cells), including investments in large-scale<br />

production (constructing and fitting out a production facility).<br />

Green gas is one of the pillars of the government’s transition policy. The<br />

aim is to replace 10% of natural gas with green gas by 2020, produced<br />

from biomass fermentation and gasification. DELTA wants to make a<br />

contribution by submitting two project proposals.<br />

This is a pilot project to construct one or two very large turbines, to be<br />

followed by a larger project involving eight or nine of these turbines on<br />

other locations in Zeeland.<br />

This is a pilot project, the first factory to produce this semi-finished<br />

product for the solar cell industry from special raw materials in a new way.<br />

This is a new wind farm located 8 km from the Woensdrecht airbase,<br />

consisting of four sub-farms owned by DELTA, Eneco, Winvast, and<br />

Scheldewind, respectively. The project will have a spin-off effect, in that it<br />

improves the business case for potential wind farm projects near other<br />

Dutch airfields.<br />

This project involves leasing solar panel systems to consumers in<br />

Zeeland, coupled with an Energy Management System and active<br />

monitoring, so as to take all the hassle away from customers.<br />

This is a pilot project in which three turbines will be fitted on to the tidal<br />

barrier in the river Oosterschelde. The hydro power is generated by<br />

horizontal (currents) and vertical (waves) movements.<br />

21


1.6 Grids, mains, and networks<br />

On 1 January 2014, DELTA Netwerkbedrijf (DNWB) and DELTA Infra merged into DELTA<br />

Netwerkgroep (DNWG). The organisational change had been prompted by the need to<br />

achieve greater synergy benefits and to operate more efficiently. The new company went<br />

full steam ahead surprisingly quickly. In 2014, several processes were adjusted to further<br />

optimise the organisation. Proposed cost-saving targets were achieved as a result. In 2014,<br />

much time and effort was devoted to aligning the different cultures at DNWB and DELTA<br />

Infra. One of the measures taken by DNWG was to bring under one roof the organisational<br />

units that needed to work closely together. DNWG also launched a Management<br />

Development programme for all executive staff. 2014 proved to be a good year for DNWG all<br />

around, both financially and in terms of safety and reliability of supply.<br />

DNWG<br />

Within the DELTA Group, DELTA Netwerkbedrijf (DNWB) occupies an independent position<br />

conferred by law. As a grid operator, DNWB ensures the safe, reliable and efficient<br />

operation of the gas and power grids. DNWB’s Supervisory Board is responsible for<br />

supervising its operations.<br />

Within DELTA Netwerkgroep, DELTA Infra is responsible for constructing and servicing the gas<br />

and power grids, water mains and data networks. It also renders services to industrial<br />

customers, including outside Zeeland.<br />

Safety<br />

Safety is and remains DNWG’s top priority. DNWG distinguishes between two types of safety.<br />

Safety at work refers to the safety of staff when carrying out their duties Staff includes our own<br />

employees but also those of third-party contractors. Process safety refers to the gas and power<br />

grids and their impact on local residents and the environment. Process safety is firmly embedded in<br />

the planning phase. By designing, constructing, operating and decommissioning the grids safely,<br />

DNWG minimises existing and future risks to local residents and visitors as well as staff working<br />

the grids.<br />

Personal safety is ensured through training and education. DNWG seeks to provide a proactive<br />

safety culture. Safety awareness at work is the key to achieving this. Amongst other things, DNWG<br />

hosted a safety workshop about how to learn from incidents.<br />

Reliability of supply<br />

As in previous years, reliability of gas and power supply was good. The number of outage minutes<br />

was well below our target and below the national average. Reliability of supply is all to do with the<br />

quality of the grids and having an effective maintenance policy in place. Moreover, DNWG<br />

operates an efficient emergency procedure that identifies any breakdowns or outages quickly,<br />

enabling its service engineers to resolve any problems quickly, 24 hours a day.<br />

<strong>Annual</strong> power outage times<br />

DNWB<br />

DNWB<br />

National<br />

Achieved<br />

Target<br />

2014 16.5 21 20<br />

2013 17.6 21 23<br />

<strong>Annual</strong> outage time (in minutes per connection) = average disruption time (in minutes) x disruption<br />

frequency.<br />

22


<strong>Annual</strong> gas outage times<br />

DNWB<br />

DNWB<br />

National<br />

Achieved<br />

Target<br />

2014 21 seconds 30 seconds 3 minutes and<br />

14 seconds<br />

2013 18 seconds 30 seconds 1 minute<br />

and 1 second<br />

Staff<br />

Because of the age distribution of its service engineers, in particular, DNWG will see a relatively<br />

large number of technical staff leave the company in the next few years. Teaming up with<br />

InstallatieWerk Brabant-Zeeland (training company) and ROC Markiezaat College (regional training<br />

centre) in Bergen op Zoom, DNWG has set up a combined work and training programme called the<br />

DELTA Infra Vocational Training Course (DIVO). Technically talented students are trained to<br />

become an electricity/COAX service engineer or a gas/water service engineer in a two-year<br />

programme. The on-the-job-training programme allows the ‘old guard’ to pass on their knowledge<br />

to the young engineers in the making. A milestone was reached when the first group of service<br />

engineers completed the course in 2014. Eleven students got a job at DNWG as well as receiving<br />

a certificate.<br />

In addition to hiring new staff, DNWG invested substantially in its existing employees. Managerial<br />

staff have a key role to play in achieving the company’s objectives and ensuring that their team<br />

members are motivated and performing well. This is why DNWG launched a Management<br />

Development programme. The MD programme focuses on culture, personal leadership, and<br />

integrated management. It provides all managers with the same set of tools. An added benefit is<br />

that they get to know each other in a different setting. The Management Development programme<br />

consisted of five modules:<br />

1. Performance management<br />

2. Result-oriented arrangements and reviews<br />

3. Leadership<br />

4. Communication skills<br />

5. Team development<br />

Smart meters<br />

Since 2012, DELTA Netwerkbedrijf has been replacing old-style meters by smart meters. By the<br />

end of 2014, more than 15% of Zeeland households had been fitted with a smart meter. This smallscale<br />

promotional project involved installing smart meters in new-built homes, major renovations,<br />

and regular replacements.<br />

Preparations are underway to offer smart meters on a large scale. This large-scale approach will<br />

be launched in 2015. All households and small business customers in Zeeland will be provided<br />

with smart meters by 2020.<br />

Outlook<br />

DNWG reported a solid performance in 2014. By investing smartly, joining forces with others where<br />

possible, and keeping costs at an acceptable level, it is expected to continue to perform well in<br />

future.<br />

‘By investing smartly, joining forces with others where possible, and keeping costs at an acceptable<br />

level, DNWG is expected to continue to perform well in future.’<br />

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1.7 Waste management<br />

With a 75% interest, DELTA is the largest shareholder in Indaver. Vlaamse Milieuholding<br />

holds 16% of the shares, with a group of industrial shareholders owning the remaining 9%.<br />

In 2014, DELTA set in motion the process of selling its share interest so as to allow Indaver<br />

to grow its business. The sale is expected to be completed by the end of the second quarter<br />

of 2015.<br />

Indaver has a clear mission, strategy, and geographical focus. Its core activities and service<br />

offerings are sharply defined and geared to a variety of industrial companies and local authorities,<br />

its geographical focus also clearly delineated. Indaver is committed to sustainable waste<br />

management, based on sustainable materials and energy management.<br />

Core activities<br />

Intelligent waste management systems and complex and innovative treatment plants are Indaver’s<br />

core activities. The company processes industrial and hazardous waste, domestic and commercial<br />

waste and organic waste, while consistently focusing on sustainable materials and energy<br />

management. Indaver has been helping to build a circular economy for many years.<br />

Quality, safety, sustainability, and cost efficiency Indaver has a clear policy. The company provides<br />

high-quality, safe, sustainable and cost-efficient waste management solutions to industrial<br />

companies and local authorities, specifically tailored to their needs. Indaver offers a flexible<br />

solution for any type of waste, thanks to its wide range of waste processing facilities. Where<br />

necessary, waste will be treated at third-party facilities, but under its directions.<br />

Service concepts<br />

Indaver pursues two strategic service concepts. In the industrial and hazardous waste segment,<br />

the company seeks to be a leading European provider of Total Waste Management solutions for<br />

major industries (chemical, life sciences, and metallurgical), providing environmentally safe thermal<br />

processing at state-of-the-art treatment plants. If required, Indaver can provide full-service waste<br />

management, from on-site collection to treatment through to administrative handling, so that its<br />

customers can fully focus on their own business. In the domestic and commercial waste segment,<br />

the company seeks to be the preferred partner of local authorities in Belgium, the Netherlands,<br />

Ireland and other countries through its Public Waste Partnership concept, offering thermal<br />

processing, energy recuperation, and high-quality recycling services.<br />

Based on this strategy and approach, Indaver has developed into a European-wide company,<br />

treating around 5 million tonnes of waste every year. In recent years, it has expanded its business<br />

substantially through acquisitions, strategic partnerships, and new operations. Indaver is the<br />

number two hazardous waste treatment company in Europe. All geographical units (Belgium, the<br />

Netherlands, Ireland & the UK, and Germany) made a substantial contribution to the company’s<br />

profit.<br />

In 2014, the focus was on consolidation. New projects were implemented and improvements made<br />

at various sites. This allows Indaver to deliver continuous, safe, cost-efficient and sustainable<br />

services to its customers – local authorities and businesses – at state-of-the-art facilities.<br />

Indaver is fully committed to conducting all of its business activities in a socially responsible way.<br />

Ensuring the health and safety of its 1,685 employees and everyone else involved is its number<br />

one priority. Indaver also seeks to minimise the environmental impact of its operations. These<br />

pillars of Corporate Social Responsibility are also Indaver’s priorities. They have been embedded<br />

in all of its operations and commercial decisions.<br />

Indaver reports annually on its performance in terms of health, safety, quality, and transparency. Its<br />

sustainability reports are available at its websites.<br />

24


1.8 DELTA and corporate social responsibility<br />

DELTA is inextricably connected with Zeeland. It is connected by the pipes and cables that<br />

supply gas, power and Internet access to local residents, but also because we are one of<br />

the region’s major employers and because we take our responsibility to society seriously<br />

by sponsoring projects and events. We want to be open about this too.<br />

In 2014, we focused specifically on CSR policy and will continue to shape our policy and focal<br />

points in 2015. We will discuss this process and the outcomes in more detail in our 2015 report.<br />

At DELTA, CSR is reflected in three areas: energy transition, responsible operational management,<br />

and a dedicated organisation based in Zeeland. This section looks at our CSR performance at<br />

company level in 2014. The individual divisions are responsible for defining and achieving their<br />

own CSR targets. Details of their CSR performance are given in the relevant sections.<br />

We are aware that gains can still be made in the field of CSR. Our policy is modelled on the ISO<br />

26000 guidance standard, which defines seven key principles of social responsibility:<br />

accountability, transparency, ethical behaviour, respect for stakeholder interests, respect for the<br />

rule of law, respect for international norms of behaviour, and respect for human rights.<br />

Communication<br />

DELTA has organised its communication channels in such a way as to allow its stakeholders to<br />

engage with the company at any time. Its Communications and Public Affairs department publishes<br />

information on key events, reports on the company’s financial performance, maintains contact with<br />

stakeholders through the press and social media, and also face to face.<br />

Socioeconomic impact<br />

DELTA contributes EUR 600 million to Zeeland’s gross regional product through its head office and<br />

consumer spending on the part of its employees. As such, DELTA is a key driver of employment in<br />

the region and makes a substantial contribution to the regional economy.<br />

‘We are aware that gains can still be made in the field of CSR.’<br />

Responsible operational management<br />

DELTA seeks to make responsible choices in conducting its business. These choices concern not<br />

only procurement, energy usage, recycling, and car use, but also the way in which we deal with our<br />

employees and issues such as safety, personal development, and absenteeism. For more<br />

information, please refer to the section ‘DELTA and its employees’.<br />

1.8.1 Carbon footprint<br />

DELTA will start developing a CSR policy with measurable targets in 2015. As part of the policy,<br />

we will also calculate and benchmark our carbon footprint.<br />

1.8.2 Stakeholder engagement<br />

At DELTA, we are happy to enter into a dialogue with anyone who is in any way involved with our<br />

organisation and operations. Our customer service desk is still located at the company’s head<br />

office in Middelburg. Customers can call our customer service team free of charge, but will also be<br />

given an opportunity to visit the customer service desk at our head office.<br />

We ensure that the company engages with all of its stakeholders and everyone’s interests are<br />

considered when making policy choices. We are proud of, and have every intention of preserving,<br />

our role and reputation in local communities in Zeeland.<br />

25


This requires exercising due care when interacting with our stakeholders. We actively approach<br />

stakeholders who are directly involved so as to consult them on particular issues. They must have<br />

or represent a clear interest in those issues. We regularly explore new and important themes with<br />

our stakeholders during regular or ad-hoc meetings. We try to act as proactively as possible by<br />

attending regional sporting or cultural events and professional meetings that are linked to the<br />

company’s areas of work or which are relevant to the region.<br />

DELTA’s stakeholders include its customers (businesses and consumers), professional and trade<br />

associations and networking organisations (energy, waste, grids, multimedia, general), the<br />

authorities (local, national, EU), societal organisations, suppliers and business partners,<br />

educational institutions, sports clubs, cultural and other organisations, regulators, financiers, and,<br />

of course, our shareholders. Our employees are also a very important group of stakeholders, see<br />

page 32.<br />

Coal dialogue<br />

In June 2010, EnergieNederland took the initiative to set up a ‘coal dialogue’ in order for energy<br />

companies, mining companies, NGOs and trade unions to discuss what supply chain responsibility<br />

should be about. The reason for this initiative were publications about Dutch energy companies<br />

buying coal from mining companies in Colombia and South Africa that were allegedly involved in<br />

serious human rights violations. DELTA is taking part in the coal dialogue, which continued in<br />

2014.<br />

‘We actively approach stakeholders who are directly involved<br />

so as to consult them on particular issues.’<br />

Smart DELTA Resources<br />

In early 2013, DELTA was the driving force behind a manifesto to have its coal-fired power station<br />

converted into a bioenergy power plant. On Tuesday 15 January 2013, the manifesto was signed<br />

by prominent representatives of eight organisations in Zeeland, calling on politicians to subsidise<br />

what was a unique sustainable project in the Netherlands. In early 2014, the manifesto was<br />

followed up by the setting up of the Smart DELTA Resources platform, in which twelve companies<br />

that make intensive use of energy and raw materials, including DELTA, joined forces<br />

to strengthen industry in Zeeland. Between them, they account for around 25% of total gas<br />

consumption in the Netherlands. This offers many opportunities for synergy and innovation. The<br />

companies taking part in the Smart DELTA Resources platform are jointly exploring smart solutions<br />

to address their current international competitive disadvantage and the loss of jobs resulting from<br />

adverse energy and commodities conditions.<br />

Customer focus<br />

DELTA wants to know what is important to its customers and how they value our services. To gain<br />

an insight into this, we perform qualitative and quantitative studies and surveys and receive<br />

feedback from customers during regular contact times. Advisory boards were set up in 2013. In<br />

2014, ZeelandNet.nl was awarded the telecommunication industry’s best and most popular website<br />

of the year for the fourth year running. This time around, awards were also given in the energy<br />

industry. DELTA landed the award for best website.<br />

Government authorities<br />

The energy industry operates on a strongly regulated market, with rules being imposed by both the<br />

national and EU legislatures. Sustainability challenges and security of supply are high on the<br />

political agenda. To properly define our position in these debates and to inform political and official<br />

stakeholders, DELTA has a Public Affairs department. The department’s responsibilities are not<br />

just national or European, but also regional in nature. DELTA maintains close contact with political<br />

and official stakeholders in Zeeland, and carries out various projects in collaboration with local<br />

authorities.<br />

26


Society<br />

DELTA engaged in various dialogues with its stakeholders in 2014. DELTA is also involved with<br />

the ‘Celebrate Life' foundation, which helps elderly people to get out and about.<br />

Knowledge<br />

DELTA is taking part in discussions hosted by the Zeeland Scientific Council (WRZ) about the<br />

knowledge infrastructure in Zeeland as a driver of innovation and regional economic growth. A new<br />

batch of service engineers completed DELTA Infra’s professional training course (DIVO), set up in<br />

partnership with InstallatieWerk Brabant-Zeeland (training company) and Markiezaat College<br />

(regional training centre) in Bergen op Zoom in 2012.<br />

Shareholders<br />

Similar to 2013, DELTA’s future was the most important topic of discussion in 2014. Three options<br />

were discussed: to continue as an independent business or to engage in a merger or takeover. It<br />

was ultimately decided, on the basis of these talks, that DELTA would continue as an independent<br />

business, but we will keep an open mind on any alternatives that may benefit the company.<br />

1.8.3 Donations and sponsorships<br />

DELTA is closely involved with keeping local communities in Zeeland liveable. This is not just<br />

because we are an employer, but because we consider this to be our social responsibility. One of<br />

the ways in which we make a contribution to society is by funding the DELTA Zeeland Fund. In<br />

2014, a number of new initiatives were funded, ranging from arts, nature, sports to healthcare.<br />

The fund selected 96 applications which it expects will make a long-term contribution to local<br />

communities, paying out a total of EUR 302,950. The fund seeks to allocate its funds<br />

proportionately, but there are not enough applications in some categories. It should perhaps be<br />

added that it is not DELTA that decides where the money should go. The fund has a board<br />

consisting of seven members, with only the vice chairman being a DELTA employee. The other six<br />

board members come from all parts of Zeeland and are experts in at least one of four main areas.<br />

Amounts in euros 2014 2013 2012 2011<br />

Arts & Culture 98,800 132,850 133,000 131,500<br />

Nature & Environment 24,000 11,500 32,500 43,500<br />

Sports & Leisure 93,150 99,500 139,576 120,000<br />

Healthcare & Wellness 87,000 76,250 93,250 87,200<br />

Total 302,950 320,100 398,326 382,200<br />

Sponsorships<br />

DELTA sponsored three major events in Zeeland in 2014. It was one of the main sponsors of the<br />

Concert at Sea and one of the sponsors of the Ride Before the Roses. The national Ride for the<br />

Roses bike ride started and finished in Goes this year. It is not just DELTA, but the whole of<br />

Zeeland that embraces this event. We therefore decided to also host a Ride Before the Roses.<br />

One of the aims of sponsoring these events is to showcase the essential services, such as power<br />

and water, that we can supply to events of this size.<br />

‘The ultimate aim is to strengthen our ties with Zeeland.’’<br />

At the Concert at Sea, DELTA supplied water, power and Internet facilities and cleaned up the<br />

venue after the event. The 2014 Ride for the Roses generated no less than EUR 1,176,336.05.<br />

That is including the proceeds from the DELTA Ride Before the Roses. In addition, we support<br />

annual activities that focus on two specific groups: vulnerable elderly people and young people with<br />

a disability.<br />

We review our sponsorship policy once every three years. In 2014, we started on a review of our<br />

current policy and brainstormed about any changes we might want to make. The ultimate aim is to<br />

strengthen our ties with Zeeland and show how we can add value to the region.<br />

27


1.9 DELTA and its employees<br />

DELTA and Zeeland are inextricably linked. People in Zeeland buy our products and<br />

services, and we are one of the largest employers in the region. We provide a safe and<br />

pleasant working environment for our employees, as well as many career opportunities.<br />

1.9.1 Number of employees<br />

At 31 December 2014, DELTA (including its subsidiaries) employed a total of 3,349 staff (FTEs). Of<br />

this total, 1,270 were employed by its divisions in Goes, Middelburg, and Vlissingen.<br />

Number of FTEs (including subsidiaries)<br />

2014 2013 2012 2011<br />

3,349 3,394 2,954 2,975<br />

Key staff figures for EPZ and Indaver are not included in this report. Both subsidiaries publish their<br />

own reports.<br />

‘DELTA will continue to critically review its policy on<br />

having staff on loan from third parties.’<br />

In DELTA’s divisions in Zeeland, 74% of the workforce are men. This is mainly because of the<br />

large proportion of technical staff. This percentage is reflected in management positions. The<br />

average age rose slightly to 45.3 in 2014 compared to 2013. With the exception of several board<br />

members and heads of department, all our staff fall within the scope of the collective agreement for<br />

production and supply companies.<br />

1.9.2 Inflow/outflow<br />

The number of employees in our divisions in Zeeland fell last year, due in part to the restructuring<br />

of the divisions and staff at the holding company. In 2014, 84 employees left the company and we<br />

welcomed 72 new staff, 15 of whom are on work experience placements and 11 are newly<br />

recruited service engineers who completed our DIVO training programme. We will continue to<br />

critically review our policy on having staff on loan from third parties. We want to provide more<br />

career advancement opportunities for our own employees so as to develop and make more use of<br />

their potential. They are also more likely to stay on if they can move up through the organisation.<br />

Not only will they have more opportunities, but we will also save on costs because we will need<br />

fewer expensive hired-in staff.<br />

Because a considerable number of employees are approaching retirement, a relatively large group<br />

of colleagues will be leaving the company in the coming years. About 20% of staff will retire over<br />

the next five years. Teaming up with InstallatieWerk Brabant-Zeeland (training company) and<br />

Markiezaat College (regional training centre) in Bergen op Zoom, DELTA Netwerkgroep has set up<br />

a combined work and training programme to recruit and train young service engineers. Eleven new<br />

service engineers completed the programme and were subsequently hired by DELTA in 2014.<br />

There are also close contacts with other schools. DELTA organises annual introduction meetings<br />

for potential trainees. We also take responsibility by offering work experience placements to people<br />

at a distance from the job market. DELTA is also a member of the Employment Market and<br />

Training Committee of the Brabant-Zeeland Employers’ Association.<br />

1.9.3 Key HR objectives<br />

28


The holding company defines DELTA’s HR policy. Policy implementation has been entrusted to the<br />

individual divisions. Each division has its own HR manager, who reports to the divisional director.<br />

In 2013, HR policy focused mainly on internal mobility. In 2014, we set ourselves the challenge of<br />

improving the quality of our operations so as to become a more flexible and more professional<br />

business that is ready for the future. We defined three key HR objectives for 2014.<br />

Mobility & Strategic HR Planning<br />

At DELTA, we believe that strategic HR planning is one of the most important ways to achieve our<br />

strategy and offer our staff a suitably challenging working environment. It allows us to assess the<br />

feasibility of operational choices by analysing which employees will be needed at a particular<br />

location at a particular time relative to current capacity. This way, we can take timely action to<br />

address any discrepancies.<br />

Internal mobility remains important in order to ensure DELTA’s future. Development opportunities<br />

motivate our staff and enhance their dedication and employability. We therefore prefer promoting<br />

our own (redundant) staff to higher positions, even if they do not initially meet all the job<br />

requirements, and giving them priority in the event of any vacancies, rather than recruiting external<br />

personnel. This policy covers the entire organisation, including the group companies in which<br />

DELTA owns a majority interest. Arrangements have been made with Indaver and EPZ to share<br />

job vacancies and relocate redundant employees.<br />

Personal leadership & culture<br />

Personal leadership and culture constitute the link between business targets and personal targets.<br />

They are, in fact, one of the critical success factors for achieving DELTA’s strategic goals.<br />

Personal leadership means that everyone within the organisation (across all levels) takes<br />

responsibility for the value they add to the company. The key indicators are flexibility and<br />

employability.<br />

The team managers play an important role in promoting personal leadership. Working with their<br />

team members and based on a dialogue, they are the ones that translate the company’s strategy<br />

and objectives into straightforward individual targets and behaviour. The team managers are<br />

provided with a range of tools to achieve this. Through tailored management development<br />

programmes, DELTA ensures that its managers develop appropriate skills to be able to<br />

successfully perform these tasks.<br />

‘DELTA wants its employees to remain<br />

employable in the long term.’<br />

Long-term employability & performance management<br />

We expect all of our employees to contribute to achieving DELTA’s strategy by adding value. The<br />

value they add varies from one position to another. This is why the company’s targets are<br />

converted into individual operational targets. The performance appraisal system is one of the tools<br />

used to guide this process.<br />

Aside from the company’s interests, it is also important that the appraisal cycle considers the<br />

employees' individual targets. DELTA wants its employees to remain employable in the long term<br />

and to have the flexibility and skills to be able to move with market dynamics. To us, long-term<br />

employability means that our employees remain fit, motivated and skilled, regardless of their age or<br />

life phase, whether they are employed by us or others. That is why we promote employability,<br />

motivation and aspirations, as well as skills development.<br />

29


Not everyone is able to respond to changes or keep up with the pace of changes. Employees may<br />

lack the knowledge, skills and/or required attitude or mindset. In these situations, in particular, the<br />

team manager should recognise the problem in a timely fashion and discuss it with the employee<br />

so as to find a solution and agree on improvements together. DELTA uses the potential appraisal<br />

method as a tool to measure the performance and potential of its employees and identify any<br />

necessary follow-on actions.<br />

1.9.4 Employee satisfaction<br />

In 2014, as in 2012, an employee satisfaction survey was conducted among DELTA employees<br />

based in Middelburg, Goes, and Vlissingen. The aim of the survey was to establish whether the<br />

measures implemented on the basis of the previous survey had actually led to improvements. The<br />

scores were the same on some subjects, but lower on others.<br />

The survey also provided an insight into the ‘mental well-being’ of our staff. It included questions<br />

such as ‘how satisfied and dedicated are the employees?’ and ‘how many employees suffer from<br />

stress or, worse, run the risk of a burnout?’ 73% of our employees took part in the survey<br />

(anonymously). That is up 10% on 2012.<br />

‘Safety comes first. Safety awareness improved further in 2014.’<br />

The main survey findings were:<br />

Employees were as much involved with the organisation in 2014 as in 2012 (64%). That is<br />

a higher percentage than the national average (59%).<br />

Employee satisfaction fell slightly from 86% in 2012 to 82% in 2014.<br />

Employees’ sense of social safety remained the same (score of 7.2).<br />

Employee dedication was dampened due to unclear task definitions, but encouraged by<br />

development opportunities and variation of work.<br />

The likelihood of a burnout increased due to unclear task definitions and emotional stress,<br />

but decreased as development opportunities were provided.<br />

Generational variations were identified in terms of employability and dedication.<br />

Common thread<br />

Based on the 2014 survey findings, we defined three themes to be worked out in greater detail:<br />

1. Grip on working environment and stress<br />

2. Perspective; and<br />

3. Generational diversity.<br />

Follow-up process<br />

DELTA’s divisional directors and heads of department have been instructed to actively use the<br />

survey findings. They will select a top three areas of improvement for each division/department,<br />

coupled with improvement actions. Progress will be monitored on a quarterly basis by a special<br />

working group comprised of representatives of, amongst other things, the Central Works Council<br />

and the HR department.<br />

30


1.9.5 Safety<br />

At DELTA, we put safety first. Safety is not only an important issue for our grid and production<br />

operations, but it is also highlighted within the office organisation. Examples include mandatory<br />

workplace inspections and annual safety drills.<br />

Because we expect our managers to lead by example, we have made their variable pay conditional<br />

on their making a contribution to a safer organisation.<br />

The HSE portal shows that the number of lessons learned continued to increase in 2014. At the<br />

same time, the number of incidents with injuries fell. We therefore conclude that safety awareness<br />

in the divisions improved further in 2014. All the divisions achieved their safety targets in 2014.<br />

Number of safety incidents reported by the E&M, DNWG, and staff divisions<br />

2014 2013 2012 2011<br />

Number of injuries with<br />

6 5 7 9<br />

absenteeism<br />

Number of injuries without<br />

5 9 16 14<br />

absenteeism<br />

TOTAL 11 14 23 23<br />

Other lessons learned 467 435 238 90<br />

1.9.6 Social safety<br />

In 2012, DELTA introduced a code of conduct laying down the standards and values applicable<br />

across the company. Counsellors were appointed to enhance employees’ sense of social safety. In<br />

2014, they received 34 reports relating to social safety.<br />

1.9.7 Sickness absence<br />

Sickness absence at the Zeeland-based divisions rose from 4.1% in 2013 to 4.6% in 2014. That is<br />

in excess of the 4.5% target rate and a reason for DELTA to pay extra attention to long-term<br />

employability and health management. In 2014, we ran a pilot to reduce frequent absenteeism. A<br />

companywide programme was launched, with team managers speaking with staff who had been<br />

on sick leave more than three times a year. These interviews zoomed in on the causes of<br />

absenteeism. The pilot proved successful and led to a reduction in frequent spells of short-term<br />

absence.<br />

However, long-term absenteeism rose in 2014. To curb long-term absenteeism, we developed a<br />

long-term employability plan in 2014. It provides for measures in the areas of physical health,<br />

mental health, and ‘career-long fitness’. These will be worked out in greater detail in 2015.<br />

2014 2013 2012 2011 Target<br />

Sickness absence 4.6% 4.1% 4.1% 4.2% 4.5%<br />

31


1.10 DELTA and corporate governance<br />

Sound business practices, integrity, respect, supervision, transparent reporting and other<br />

forms of accountability are the cornerstones of DELTA’s corporate governance policy. We<br />

are in compliance with the Dutch Corporate Governance Code, which applies to listed<br />

companies in the Netherlands. We have adopted the Code’s best-practice provisions in so<br />

far as they apply to us.<br />

Corporate governance structure<br />

DELTA N.V. is a company with a two-tier board as referred to in Section 2:154 of the Dutch Civil<br />

Code (DCC). The involvement of the General Meeting of Shareholders (GMS) and the Supervisory<br />

Board with the company’s operations is reflected in its articles of association and various sets of<br />

regulations. These are available at www.DELTA.nl/RvC. They also identify the situations in which<br />

the Executive Board requires the approval of either the Supervisory Board or the GMS for<br />

proposed board resolutions relating to DELTA and corporate governance,<br />

investments and/or takeovers or the sale of all or any part of the company. If the amount involved<br />

exceeds EUR 5 million, the proposed resolution requires approval from the Supervisory Board. If<br />

the proposal involves an investment in excess of EUR 55 million, it requires the prior approval of<br />

the shareholders.<br />

Shareholders<br />

Articles of<br />

Association<br />

Independent Auditors<br />

Supervisory Board<br />

- Supervisory Board<br />

Regulations<br />

- Audit, Risk & Compliance<br />

Committee<br />

- Remuneration & Nomination<br />

Committee<br />

Executive Board<br />

- Executive Board Regulations<br />

- Group governance framework<br />

Divisions<br />

- Divisional governance<br />

framework<br />

- DELTA Code of Conduct<br />

Executive Board<br />

The powers and responsibilities of the Executive Board are defined in the Executive Board<br />

Regulations. These provide for a division of duties among the Executive Board members, define<br />

internal powers of attorney, lay down decision-making procedures, and contain rules that are<br />

consistent with the Dutch Corporate Code, including rules dealing with conflicts of interest involving<br />

Executive Board members.<br />

32


DELTA endorses the rules on a balanced composition of the Executive Board as referred to in<br />

Section 391.7, Title 9, Book 2 of the Dutch Civil Code, as introduced on 1 January 2013. These<br />

guidelines are considered as and when necessary.<br />

Supervisory Board<br />

DELTA’s Supervisory Board oversees the company’s overall performance, including compliance<br />

with its policies, the results achieved by the Executive Board, the company’s financial position and<br />

risk profile, and its financial reporting. The Supervisory Board also acts as a sparring partner for the<br />

Executive Board. In order for the Supervisory Board to properly fulfil its role, its profile should be<br />

consistent with that of the company. The profile drawn up by the Supervisory Board in the course<br />

of 2010 describes the capabilities required of its members, having regard to the extended powers<br />

of nomination vested in the Central Works Council.<br />

The Supervisory Board is also in compliance with the Code in terms of its membership composition<br />

(independence, age diversity, background, and expertise), although gender diversity remains a<br />

concern. The Supervisory Board’s powers and duties and internal decision-making and the role of<br />

its chair are set out in the Supervisory Board Regulations. These also provide for matters such as<br />

periodic reviews of the Supervisory Board’s own performance, in accordance with the Code.<br />

Audit, Risk & Compliance Committee<br />

One of the duties of the Audit, Risk & Compliance Committee, in addition to financial and tax<br />

matters, is to monitor the risks that the company wishes to take. Risk management and risk policy<br />

are regular items on the agendas of both the Audit, Risk & Compliance Committee and the<br />

Supervisory Board’s plenary meetings.<br />

Shareholders<br />

The role of DELTA’s shareholders and the powers of the General Meeting of Shareholders are set<br />

out in the company’s Articles of Association. DELTA’s shareholders are committed and dedicated,<br />

in part because they are public sector entities (all being municipalities or provincial authorities).<br />

Owing to the wide-ranging powers entrusted to the GMS under the Articles of Association, the way<br />

in which the shareholders exercise their voting rights has a significant influence on the company’s<br />

policies and operations.<br />

Two formal and three informal general meetings were held during the year.<br />

Works Council<br />

Amidst the Articles of Association, board regulations and similar arrangements, the relationship<br />

between DELTA N.V. and its Works Council and Central Works Council should not go<br />

unmentioned. It is a relationship built on mutual respect, as reflected in standing consultations<br />

between the Executive Board and (Central) Works Council.<br />

At divisional level, standing consultations are held with the divisional works councils.<br />

Compliance<br />

DELTA operates a ‘whistleblower scheme’, adopted by the Supervisory Board, which, in addition to<br />

the compliance officer’s activities, enables employees to raise concerns about malpractice with the<br />

Executive Board and/or a counsellor without running the risk of reprisals. If preferred, reports can<br />

be made to an external party.<br />

‘DELTA’s shareholders are committed and dedicated, in part<br />

because they are public sector entities (all being municipalities or<br />

provincial authorities).’<br />

33


1.10.1 The members of the Executive Board<br />

In 2014, the Executive Board of DELTA N.V. comprised Arnoud Kamerbeek (CEO) and Frank<br />

Verhagen (CFO).<br />

Arnoud Kamerbeek<br />

(1973), CEO<br />

Nationality: Dutch<br />

First appointed: 16 January 2014<br />

Frank Verhagen<br />

(1961), CFO<br />

Nationality: Dutch<br />

First appointed: 1 February 2009,<br />

reappointed for four years until 1 February<br />

2017<br />

Other board memberships:<br />

Advisory Board member of ADRZ<br />

hospitals<br />

Board member of employers’<br />

assocation WENb<br />

Advisory Board member of HZ<br />

University of Applied Sciences<br />

Audit Committee member at ADRZ<br />

Audit Committee member at HZ<br />

University of Applied Sciences<br />

34


1.10.2 <strong>Report</strong> of the Supervisory Board<br />

The Supervisory Board is pleased to report on its activities undertaken in 2014, and the way in<br />

which it has performed its supervisory and advisory duties.<br />

Membership composition<br />

In 2014, the Supervisory Board comprised:<br />

Mr C. Maas (since 16 May 2014, appointed chairman on 26 September);<br />

Mr D. van Doorn (chairman until 26 September 2014); Mr J. Bout;<br />

Mr B.P.T. de Wit (secretary);<br />

Ms A.M.H. Schöningh (vice chairman);<br />

Mr J.G. van der Werf (until 1 May 2014).<br />

Cees Maas was newly appointed to the Supervisory Board on 16 May 2014. Daan van Doorn<br />

stepped down as Supervisory Board chairman on 26 September 2014. He made a huge<br />

contribution to the company. In the turbulent times that followed Peter Boerma’s retirement as CEO<br />

and the scrapping of plans to build a second nuclear power station, Mr Van Doorn performed his<br />

supervisory tasks with vigour. We have accepted his decision to step down with respect and regret.<br />

Mr Maas was appointed to succeed Mr Van Doorn as Supervisory Board chairman on 26<br />

September.<br />

Division of duties within the Supervisory Board and its committees<br />

It is Supervisory Board policy that all matters should preferably be discussed at its plenary<br />

meetings. From this perspective of collective responsibility, we believe that there is no place for<br />

numerous committees consisting of Supervisory Board members entrusted with primary<br />

responsibility for individual areas of work. In line with the Dutch Corporate Governance Code, we<br />

have made an exception for the Audit, Risk & Compliance Committee and the Remuneration &<br />

Nomination Committee.<br />

Meetings and other activities of the Supervisory Board<br />

In 2014, the Supervisory Board met nine times, with the Executive Board attending. The matters<br />

discussed included:<br />

Financial matters, including the quarterly reports and financial statements, and the<br />

company’s business plan and operational and financial goals.<br />

DELTA’s business strategy and related strategic issues, such as acquisitions and<br />

investments and disposals;<br />

The main risks arising from the policies implemented;<br />

Risk management;<br />

Dividend policy;<br />

Investment policy and key investments and disposals;<br />

Finance policy;<br />

Tax issues;<br />

Corporate governance.<br />

The Supervisory Board held extensive consultations with the Executive Board about the company's<br />

business strategy, in much the same way as it discussed strategy with the shareholders. It<br />

attended the meetings between the Executive Board and the shareholders’ committee to go over<br />

the various options which the shareholders previously submitted to the Supervisory Board and<br />

Executive Board.<br />

The Supervisory Board also concerned itself at great length with the proposed decisions to sell<br />

DELTA’s sizeable share interests in, for example, the Kreekraksluis wind farm and Indaver N.V.<br />

During the year, the Supervisory Board was periodically informed by the Executive Board and the<br />

board of EPZ about the situation at EPZ and the safety and other operational aspects of its nuclear<br />

power plant in Borssele.<br />

35


The Supervisory Board also convened several times without the Executive Board attending. The<br />

main issues discussed included:<br />

The appointment of Mr Kamerbeek as the new CEO;<br />

Mr Van Doorn’s resignation as chairman of the Supervisory Board. The Supervisory Board<br />

appointed Mr Cees Maas as its new chairman;<br />

The review of the Executive Board;<br />

The recommendation to appoint the independent auditors;<br />

The formation of the Remuneration & Nomination Committee and appointment of Ms<br />

Marieke Schöning as its chair.<br />

The Supervisory Board also convened to review its own performance, without the Executive Board<br />

attending, discussing matters such as its main duties and responsibilities (oversight and advice)<br />

and cultural and behavioural aspects.<br />

Audit, Risk & Compliance Committee<br />

During the year, the Audit Committee’s mandate was expanded to include Risk & Compliance.<br />

Comprised of two members, Mr Bout (chairman) and Mr Maas, the ARCC met four times during the<br />

year. The issues discussed included the management letter, group plan, quarterly reports, halfyear<br />

report, financial statements, financial returns on projects and investments, risk management,<br />

IFRSs, tax issues, definition and details of financial functions, and several other proposals to invest<br />

or divest. The meetings were attended by the members of the Executive Board, the Group Internal<br />

Control Manager, and the independent auditors. The ARCC also spoke with the independent<br />

auditors, without the Executive Board attending.<br />

Remuneration & Nomination Committee<br />

Comprised of Ms Schöningh (chair) and Mr Maas, the Remuneration & Nomination Committee met<br />

twice during the year. On the Committee’s proposal, the General Meeting of Shareholders was<br />

asked to provide a candidate to fill the vacancy on the Supervisory Board that had arisen with the<br />

departure of Mr Van Doorn. The Governance Committee of the General Meeting of Shareholders<br />

issued its recommendation in November 2014.<br />

Executive Board membership composition<br />

In 2014, the Executive Board comprised Mr A. Kamerbeek (CEO) and Mr F. Verhagen (CFO).<br />

Executive Board remuneration<br />

The remuneration policy for Executive Board members was adopted by the General Meeting of<br />

Shareholders, in line with the Supervisory Board’s proposal. The policy’s guiding principle is that<br />

DELTA should be able to offer a pay package that allows the right people to be recruited and<br />

retained by the company. The Supervisory Board determines the remuneration of Executive Board<br />

members annually, within the limits set by this policy.<br />

Financial statements<br />

The Supervisory Board has reviewed and approved the annual report, financial statements, and<br />

notes for the 2014 financial year, as submitted by the Executive Board. The Executive Board<br />

prepared the financial statements 2014 on that basis, and the Supervisory Board recommends<br />

their unqualified adoption by the General Meeting of Shareholders. The dividend proposal,<br />

submitted for approval to the General Meeting of Shareholders, involved a pay-out of EUR 15<br />

million, to be funded from the profit and the other reserves.<br />

On behalf of DELTA N.V.’s Supervisory Board,<br />

C. Maas<br />

Chairman<br />

36


The members of the Supervisory Board<br />

Cees Maas (1947)<br />

Nationality: Dutch<br />

First appointed: 16 May 2014, appointed chairman on 26 September<br />

Current term: until 15 May 2018<br />

Profession/main position: Former CFO of ING Group N.V.<br />

Other board memberships: Senior adviser to Cerberus Global Investment Advisors, LLC;<br />

Supervisory Board vice chairman of BAWAG P.S.K; non-executive director of HAYA Real Estate<br />

S.L.U.; Supervisory Board vice chairman of BCD Holding N.V.; Supervisory Board vice chairman of<br />

Stadion Feijenoord N.V.; Board member of Stichting Preferente Aandelen DSM; Board member of<br />

Stichting Administratiekantoor Hoofdplaat; Advisory Board member of Erasmus University Hospital;<br />

and chairman of the Nationaal Fonds 4 en 5 mei.<br />

Jan Bout (1946)<br />

Nationality: Dutch<br />

First appointed: 1 January 2011<br />

Current term: until 12 December 2018<br />

Profession/main position: former Executive Board chairman of Royal Haskoning<br />

Other board memberships: Supervisory Board member of Ballast-Nedam N.V.; Supervisory Board<br />

chairman of Brunel International N.V., and Audit Committee chairman; Supervisory Board member<br />

of Royal Haskoning DHV Groep B.V.<br />

and Audit Committee chairman; co-founder of Bout & Co strategic consultants; chairman of the<br />

Advisory Council on sustainable healthcare at Nijmegen University Hospital.<br />

Peter de Wit (1949)<br />

Nationality: Dutch<br />

First appointed: 1 January 2011<br />

Current term: until 12 December 2018<br />

Profession/main position: former CEO of Shell Netherlands B.V.<br />

Other board memberships: non-executive board director of Caithness Petroleum, London; advisory<br />

council member of Energy Delta Gas Research (EDGaR); Board Director of GlassPoint Solar Inc.,<br />

California; adviser to the Mozambique government; chairman of the FreFlyers Multi Sports Club,<br />

London.<br />

Marieke Schöningh (1963)<br />

Nationality: Dutch<br />

First appointed: 17 May 2013<br />

Current term: until 16 May 2017<br />

Profession/main position: Global Vice President of M&S - DSM Sinochem Pharmaceuticals<br />

38


Remuneration<br />

On the basis of the Average Household Consumer Price Index (CPI) for 2013, the remuneration of<br />

the members of the Supervisory Board was increased by 2.51%.<br />

The following amounts were paid in 2014:<br />

Cees Maas (Supervisory Board member since 16-05-2014, chairman since 26-09-2014, Audit, Risk<br />

& Compliance Committee member since 1-10-2014, Remuneration & Nomination Committee<br />

member): EUR 20,925<br />

Jan Bout (Supervisory Board member and Audit, Risk & Compliance Committee chairman):<br />

EUR 32,400<br />

Peter de Wit (Supervisory Board member, secretary to the Supervisory Board, Audit, Risk &<br />

Compliance Committee member until 1-10-2014):<br />

EUR 31,050<br />

Marieke Schöningh (Supervisory Board vice chairman, Remuneration & Nomination Committee<br />

chairman since 1-10-2014):<br />

EUR 27,810<br />

Daan van Doorn (Supervisory Board chairman until 26-09-2014):<br />

EUR 32,400<br />

Johan van der Werf (Supervisory Board member until 1-5-2014):<br />

EUR 10,100<br />

1.10.3 <strong>Report</strong> of the Works Council<br />

On 20, 21 and 22 May 2014, early elections were called for the Works Councils in the Energy &<br />

MultiMedia division, DELTA Netwerkgroep, and the holding company. The elections had been<br />

necessitated by the Redesign restructuring in 2013, which led to considerable changes being made<br />

in the structure and staffing of several divisions. Because there were more candidates than seats<br />

on the Works Council of DELTA Netwerkgroep, this was the only entity where elections were<br />

actually held.<br />

At DELTA, workers’ participation is organised as follows:<br />

European Works Council<br />

Central Works Council<br />

(COR)<br />

Works Council<br />

Energy & MultiMedia<br />

Works Council<br />

DNWG<br />

Works Council EPZ<br />

Works Council Staf<br />

39


Central Works Council<br />

Composition of the Central Works Council after the elections on 28 May 2014<br />

Executive Committee:<br />

Bram Nonnekes chairman E&M<br />

Bart van Houte vice chairman E&M<br />

Harrie Martens secretary DNWG<br />

Huub Knoors vice secretary EPZ<br />

Other members:<br />

Stephan de Beer<br />

Leen Boer<br />

Jack van Bruggen<br />

Martijn Hofman<br />

Peter Maljers<br />

Theo Nieuwburg<br />

Jan Scheele<br />

Hans van Stel<br />

E&M<br />

DNWG<br />

EPZ<br />

DNWG<br />

EPZ<br />

DNWG<br />

E&M<br />

Group Staff<br />

Formal secretary:<br />

Joop Janse<br />

Communications assistant:<br />

Gerard Schuur<br />

In 2014, the Central Works Council convened eight times and held eight formal meetings with the<br />

Executive Board and the HR director in 2014.<br />

The individual Works Councils each convened six times and held six meetings with their board.<br />

They discussed issues relating to their own division. The Central Works Council mainly discussed<br />

cross-divisional matters and issues that impacted the company as a whole. The Works Council<br />

support scheme provides how many hours employees are exempt from work to carry out their<br />

duties as works council members.<br />

The main issues discussed were:<br />

Advice on the appointment of a new CEO<br />

Advice on the sale of the Kreekraksluis wind farm<br />

Strategy discussions with the shareholders<br />

Explore future scenarios for DELTA N.V.<br />

Changes to workers’ participation agreement<br />

Consent to changes in Employee Data Privacy regulations<br />

Consent to changes in regulations on Workwear and Personal Protective Gear<br />

Corporate culture initiative<br />

Consent to HSSE manager position<br />

Composition of the European Works Council in 2014<br />

Employee representatives:<br />

Stephan de Beer DELTA N.V. Netherlands<br />

Huub Knoors DELTA N.V. Netherlands<br />

Bram Nonnekes DELTA N.V. Netherlands<br />

Leen Boer DELTA N.V. Netherlands<br />

Karin Aspeslagh Indaver Netherlands<br />

Kristof Colman Indaver Belgium<br />

Guy Smits Indaver Belgium (secretary)<br />

Rainer Martens Indaver Deutschland Germany<br />

Rudi Wachtel Indaver Deutschland Germany<br />

40


Employer representatives:<br />

Arnoud Kamerbeek CEO of DELTA N.V. (chairman)<br />

Paul de Bruycker CEO of Indaver<br />

Michel van Neutigem DELTA N.V.’s HR Director<br />

Karin Smet<br />

Indaver’s Group HR Manager<br />

André van Os DELTA N.V.’s secretary<br />

Main issues discussed:<br />

Proposed sale of Indaver<br />

Progress on budget 2014<br />

Operational Plan 2015-2017<br />

Long-term employability<br />

41


1.11 Opportunities and risks<br />

DELTA wants to seize market opportunities while at the same time minimising risks. To<br />

achieve this, we have an intelligent risk management system in place, which we ensure is<br />

applied and complied with across the company. The system factors in the specific features<br />

of the markets in which the individual divisions operate and which are consolidated at<br />

company level. Responsibility lies primarily with the divisions, whose staff and<br />

management are responsible for properly performing risk management and internal control<br />

activities. The Executive Board has ultimate responsibility for risk management at DELTA.<br />

DELTA’s internal control framework<br />

To help the divisions perform these responsibilities, the Group Internal Control department has<br />

developed and implemented the DELTA Internal Control Framework (DICF), based on the COSO<br />

ERM model.<br />

As part of the framework, divisional management and the heads of department prepare a<br />

Management in Control Statement (MiCS) once every six months. The MiCS is substantiated by<br />

validating (i.e. establishing the effectiveness of) key controls. These controls are identified during<br />

annual Strategic Risk Assessments and multiple Process Risk Assessments. The divisional<br />

directors discuss any developments likely to impact risk levels with the Executive Board at least<br />

twice a year.<br />

Group Internal Control monitors compliance with the internal control framework, which has been<br />

designed to ensure that:<br />

DELTA is notified in a timely fashion as to when strategic, operational and financial targets<br />

have been achieved;<br />

financial reporting is reliable;<br />

DELTA operates in accordance with applicable laws and regulations;<br />

the company’s property and assets are protected;<br />

DELTA has a clear understanding of its obligations;<br />

the company’s processes are effective and efficient.<br />

Management in Control Statements<br />

Management submitted two Management in Control Statements to the Executive Board for 2014.<br />

In these statements, they confirmed that they were ‘in control’ in 2014. These statements were the<br />

basis for the Executive Board’s In Control Statement as included in this annual report.<br />

Internal audits<br />

Risk control at divisional level and various other processes are subject to regular audits by the<br />

independent Internal Audit department. Internal Audit looks at the quality assurance system and<br />

the risk management, control and compliance procedures.<br />

Independent auditors<br />

When auditing the financial statements, the independent auditors investigate the design, existence<br />

and effectiveness of the company’s internal controls on financial reporting. The audit findings and<br />

recommendations are set out in an annual Management Letter and reported to the Executive<br />

Board, Audit, Risk & Compliance Committee, and Supervisory Board. The Management Letter may<br />

lead to controls being tightened further.<br />

Supervisory Board<br />

DELTA’s Executive Board reports on, and accounts for, the design and operational effectiveness of<br />

the internal risk control system to the Audit, Risk & Compliance Committee and the Supervisory<br />

Board. External parties, including the Consumer & Markets Authority, monitor compliance with<br />

applicable laws and regulations.<br />

42


Risks and controls in 2014<br />

Ensuring security of supply, waste treatment, and providing access to the Internet are essential to<br />

society. DELTA is also a major employer in Zeeland and an important economic partner to the<br />

public and private sector. DELTA identifies any risks that may threaten the provision of these<br />

services and seeks to mitigate such risks where appropriate and economically feasible.<br />

DELTA is involved in international gas and electricity trading. Prices on these international markets<br />

fluctuate strongly. DELTA uses financial instruments to mitigate commodity, foreign exchange,<br />

interest rate, liquidity and credit risks, subject to the requirements set out in its Risk Policy<br />

Document and Treasury Charter.<br />

Under the auspices of the Executive Board, the E&M division’s Risk Management Committee has<br />

put in place general procedures and limits and is responsible for ensuring that DELTA’s energy<br />

trading and sales activities remain within the defined risk margins.<br />

The following paragraphs describe the different types of risk and the way in which DELTA<br />

manages the related exposures.<br />

Commodity price risk<br />

Market risks arise from price movements in the markets where DELTA buys and sells (gas,<br />

electricity, coal, oil, emission allowances, currencies, transmission capacity, imports/exports<br />

capacity, etc.). It is DELTA’s policy to mitigate the impact of price movements in the short term and<br />

track prevailing market prices in the long term. For systematic risk control purposes, asset<br />

allocations and positions are determined on the basis of expected price developments. These<br />

positions are monitored on a daily basis. Trading risks are mitigated by strictly enforcing a system<br />

of limits.<br />

Value-at-Risk<br />

DELTA uses the Value-at-Risk (VaR) method to calculate and assess market risks on its<br />

commodity markets. This method involves using various assumptions regarding possible changes<br />

in market conditions. VaR identifies the maximum portfolio losses likely to be incurred as a result of<br />

price changes over a three-day period with a confidence level of 95% (i.e. in 5% of cases the<br />

portfolio losses may exceed the VaR limit). VaR is calculated using Monte Carlo simulations based<br />

on historical volatilities and correlations. Because portfolios include opposing positions and there is<br />

an underlying correlation, the VaR of the total portfolio is smaller than the sum of sub-portfolio<br />

VaRs.<br />

VaR is an important tool for DELTA to manage its portfolios and it is therefore calculated and<br />

reported on a daily basis.<br />

Cash flow hedges<br />

DELTA uses financial instruments to minimise fluctuations in expected cash flows. The company<br />

uses derivatives, including forward contracts, options, and swaps, to control the risks of future<br />

changes in market prices. These hedging instruments are derivatives of commodities traded by<br />

DELTA and they are entered into to mitigate cash flow, price and currency risks. Hedge<br />

accounting is applied to cushion the total change in value of these derivatives.<br />

To the extent permitted, DELTA accounts for these financial instruments and the physical purchase<br />

and sale contracts in a cash flow hedge relationship in accordance with IAS 39.<br />

Currency risk<br />

Currency risk is the risk that the value of assets will change due to movements in foreign exchange<br />

rates. DELTA’s risk policy is to hedge currency risks associated with positions denominated in<br />

foreign currencies. To hedge this risk, the company uses financial instruments (forward contracts)<br />

to minimise fluctuations in expected cash flows. Currency positions arising from commodity and<br />

other contracts are reported to the Treasury department on a daily basis to be hedged at group<br />

level. Currency risk limits are set periodically in consultation with the Risk Management Committee<br />

and are monitored by the Treasury department.<br />

43


Interest rate risk<br />

DELTA’s interest rate risk policy is to mitigate the effects of interest rate fluctuations. To hedge this<br />

risk, the company uses derivatives, including interest rate swaps. These swaps allow a floating rate<br />

to be exchanged for a fixed rate.<br />

Liquidity risk<br />

Liquidity risk is the risk that DELTA may have insufficient funds available to meet its short-term<br />

liabilities. DELTA’s capital management policy focuses on centralising its cash management and<br />

borrowing and repayment operations at holding company level as much as possible. On the basis<br />

of its business plan, the company prepares an annual financing plan to give direction to the<br />

activities undertaken by the Treasury department, and to determine the ratio of short-term to longterm<br />

debt. DELTA also ensures that it more than meets banking ratios and other ratios necessary<br />

to maintain its corporate credit rating and to optimise working capital management. The company<br />

also pursues a very strict policy in terms of providing guarantees and cash collateral.<br />

In order to meet its working capital requirement, DELTA has access to a stand-by credit facility. It<br />

allows the company the flexibility, for example, to absorb seasonal cash flow fluctuations and prefinance<br />

projects. There are separate lines of credit for independent projects, for entities that are not<br />

wholly-owned by DELTA , and for entities for which the law so requires. There is no recourse to<br />

DELTA N.V. under these facilities.<br />

Standard & Poor's downgraded the company’s credit rating to BBB with a negative outlook in 2014,<br />

due in part to difficult market conditions and poor prospects. The Executive Board is taking steps to<br />

avoid any further downgrade, for example by selling the company’s share interests in Indaver and<br />

the Kreekraksluis wind farm.<br />

Summary of the main risks<br />

The table below describes some of the main risks facing DELTA. It also shows how the company<br />

mitigates the probability and impact of these risks.<br />

We will continue to monitor any major risks in 2015 and mitigate such risks where appropriate and<br />

economically feasible. Safety risks will remain a focal point in 2015. DELTA ensures good working<br />

conditions, robust and reliable business processes, and skilled staff. At DELTA, we have a rule that<br />

says “I work safely or I don‘t work at all.”<br />

Riskk<br />

Downgrade of S&P credit rating prompted<br />

by mandatory separation of grid operations<br />

There is a chance that the grid operations may<br />

have to be hived off pursuant to a court order.<br />

This may lead to an S&P rating downgrade,<br />

which in turn could adversely affect DELTA’s<br />

trading position.<br />

Continued decline in power generation<br />

spreads<br />

Falling sales prices for electricity and input<br />

prices that are not declining at the same pace<br />

are putting pressure on the returns generated<br />

by power stations.<br />

Unplanned outages at power stations<br />

Unplanned outages at power stations may lead<br />

to planned volumes not being achieved. This<br />

could, in turn, lead to lower revenue, the need<br />

to buy back energy previously sold, and<br />

imbalance costs being incurred.<br />

Uncollectible accounts receivable<br />

As economic conditions deteriorate, there is an<br />

Control<br />

DELTA has engaged the support of top<br />

lawyers and tries to convince policymakers that<br />

the intended effects of the legislation are<br />

negligible and the negative impact will be<br />

great.<br />

Future positions are locked in, on the basis of<br />

market forecasts and models. This mitigates<br />

some of the risk of spreads declining further,<br />

but also reduces the possibility of benefiting<br />

from favourable market developments.<br />

Adequate maintenance programmes and a<br />

sufficient supply of spare parts should prevent<br />

or limit the duration of any outages. DELTA<br />

may nonetheless be confronted with prolonged<br />

unplanned outages, as events showed in<br />

2013.<br />

DELTA operates strict procedures and credit<br />

limits for trading partners and customers. Major<br />

44


increased risk of customers not being able to<br />

meet their financial obligations. Amounts owed<br />

by such customers may become uncollectible.<br />

Elevated risk in terms of data security<br />

Cyber attacks may cause damage to ICT<br />

systems or lead to confidential information<br />

being stolen.<br />

Unfavourable changes in the law on waste<br />

incineration<br />

Changes in the law may cause revenues from<br />

Green Steam Certificates to fall or disappear<br />

altogether and/or lead to a reduction in gate<br />

fees received.<br />

accounts are accepted only if the credit<br />

insurance company issues a limit. We also<br />

closely monitor the payment behaviour of<br />

customers and will take immediate action if<br />

necessary.<br />

In 2014, we performed an analysis of data<br />

security at the company. and, on the basis of<br />

the findings, tightened our action plans. DELTA<br />

also takes part in national public-private<br />

partnerships to share information and<br />

experiences.<br />

The board of Indaver has presented a wellargued<br />

case for leaving the legislation<br />

unchanged. Indaver also transports waste to<br />

incineration plants in the Netherlands, which<br />

reduces spare capacity there and lessens the<br />

need to amend (EU) legislation.<br />

45


1.12 Statement by the Executive Board<br />

In Control Statement<br />

The Executive Board is responsible for the design and operating effectiveness of the company’s<br />

risk management and internal control system: the DELTA Internal Control Framework (DICF). We<br />

reviewed its design and operation during 2014, based in part on the Management in Control<br />

Statements submitted by the divisions, the internal audit report, and the independent auditors’<br />

report.<br />

Risk-taking is inextricably linked to the company’s operations and the implementation of its<br />

strategy. The DICF framework allows DELTA to take risks by identifying, controlling, and actively<br />

monitoring those risks, and taking appropriate action where necessary. We seek to minimise the<br />

probability and impact of any errors, incorrect decisions or unforeseen events. We are aware that<br />

this does not provide absolute assurance that business targets will be achieved and<br />

misstatements, loss, fraud or breaches of the law eliminated.<br />

When auditing the financial statements 2014, the independent auditors tested the design,<br />

existence and operating effectiveness of the company’s internal controls on financial reporting.<br />

They reported their findings to the Executive Board, Audit, Risk & Compliance Committee, and<br />

Supervisory Board.<br />

On the basis of the foregoing, the Executive Board believes that the risk management and internal<br />

control system operated effectively during 2014 and provides reasonable assurance that the<br />

financial statements for the year under review contain no material inaccuracies.<br />

The Executive Board will ensure that the company will continue to strengthen and professionalise<br />

its DICF framework in 2015.<br />

Management statement<br />

To our knowledge:<br />

the financial statements give a true and fair view of the assets, liabilities, financial position<br />

and profit of DELTA N.V.;<br />

the additional information, as contained in this annual report, gives a proper view of the<br />

state of affairs as at 31 December 2014 and of DELTA N.V.’s operations during the 2014<br />

financial year;<br />

the Opportunities and Risks section, as contained in this annual report, provides a<br />

description of potential material risks facing DELTA N.V.<br />

Middelburg, The Netherlands, 11 May 2015<br />

The Executive Board,<br />

Arnoud Kamerbeek, CEO<br />

Frank Verhagen, CFO<br />

46


2 Financial statements 2014<br />

DELTA N.V.<br />

The English translation of the annual report is for information purposes only<br />

The <strong>Annual</strong> <strong>Report</strong> 2014 comprises of the Dutch text including the independent<br />

auditor’s report in Dutch<br />

47


Contents<br />

Consolidated financial statements<br />

Consolidated balance sheet as at 31 December 2014 ......................................................................... 49<br />

Consolidated income statement .......................................................................................................... 50<br />

Consolidated statement of comprehensive income .............................................................................. 51<br />

Consolidated statement of changes in equity ....................................................................................... 52<br />

Consolidated cash-flow statement ....................................................................................................... 53<br />

Accounting policies ............................................................................................................................. 54<br />

Notes to the consolidated balance sheet ............................................................................................. 73<br />

Notes to the consolidated income statement ..................................................................................... 110<br />

Notes to the consolidated cash flow statement .................................................................................. 121<br />

Post-balance sheet events ................................................................................................................ 122<br />

Consolidated companies ................................................................................................................... 123<br />

Non-consolidated companies ............................................................................................................ 125<br />

Company financial statements 2014<br />

Company balance sheet as at 31 December 2014............................................................................. 128<br />

Company income statement .............................................................................................................. 129<br />

Notes to the company balance sheet ................................................................................................. 130<br />

Notes to the company income statement ........................................................................................... 139<br />

Other information<br />

Profit appropriation ............................................................................................................................ 141<br />

Independent auditors’ report.............................................................................................................. 142<br />

DELTA in financial figures, consolidated ............................................................................................ 143<br />

DELTA in key figures ........................................................................................................................ 144<br />

48


Consolidated balance sheet as at 31 December 2014<br />

(before profit appropriation)<br />

(EUR 1,000) Ref. nr. 31-12-2014 31-12-2013<br />

Non-current assets<br />

Intangible assets 1 366,945 473,189<br />

Property, plant and equipment 2 1,713,812 1,783,585<br />

Joint ventures, associates and other investments 3 429,005 412,522<br />

Loans to joint ventures, associates, etc. 4 14,269 15,366<br />

Deferred tax assets 4 90,996 90,671<br />

Other financial assets 4 109,262 89,725<br />

Derivatives 5 78,679 88,080<br />

Financial assets 722,211 696,364<br />

Total non-current assets 2,802,968 2,953,138<br />

Current assets<br />

Inventories 6 106,318 87,445<br />

Trade receivables 7 339,668 384,408<br />

Current tax assets 7 22,087 24,814<br />

Other receivables 7 48,434 52,758<br />

Derivatives 5 187,655 141,856<br />

Total receivables 597,844 603,836<br />

Assets held for sale 24 - 143<br />

Total current assets 704,162 691,424<br />

Cash 8 157,844 174,115<br />

Total assets 3,664,974 3,818,677<br />

Shareholders’ equity 1,100,608 1,093,289<br />

Profit for the year 3,760 74,788<br />

Equity attributable to shareholders of DELTA N.V. 1,104,368 1,168,077<br />

Non-controlling interests 41,426 45,352<br />

Group equity 1,145,794 1,213,429<br />

Provisions 9 504,159 522,265<br />

Pension liabilities 9 39,104 31,322<br />

Long-term debt 10 509,953 616,361<br />

Deferred tax liabilities 11 64,375 60,689<br />

Deferred revenue 11 84,880 87,381<br />

Other non-current liabilities 11 43,007 198,578<br />

Derivatives 5 133,806 115,839<br />

Non-current liabilities 1,379,284 1,632,435<br />

Trade payables 12 313,626 341,048<br />

Current tax liabilities 12 89,628 100,548<br />

Deferred revenue 12 15,612 15,130<br />

Work in progress for third parties 12 147 -<br />

Current portion of provisions 12 64,855 85,430<br />

Other liabilities 12 290,517 148,343<br />

Bank borrowings 12 141,533 120,998<br />

Derivatives 5 223,978 160,555<br />

Current liabilities 1,139,896 972,052<br />

Liabilities held for sale 24 - 761<br />

Current liabilities 1,139,896 972,813<br />

Total equity and liabilities 3,664,974 3,818,677<br />

49


Consolidated income statement<br />

(EUR 1,000) Ref. nr. 2014 2013<br />

Revenue 13 1,930,836 2,103,593<br />

Cost of sales 14 (1,141,576) (1,317,921)<br />

Gross operating margin 789,260 785,672<br />

Other gains and losses (third parties) 15 29,230 24,676<br />

Fair value gains and losses on the trading portfolio 16 (615) (683)<br />

Gross margin 817,875 809,665<br />

Third-party services 17 275,997 287,786<br />

Staff costs 18 258,044 256,725<br />

Depreciation, amortisation and impairment 19 275,857 174,262<br />

Other operating expenses 20 16,278 9,337<br />

Total net operating expenses 826,176 728,110<br />

Earnings from operations (8,301) 81,555<br />

Share in results of joint ventures and associates 21 41,209 41,548<br />

Operating result 32,908 123,103<br />

Net finance income (expense) 22 (32,736) (39,584)<br />

Profit before tax 172 83,519<br />

Corporate income tax 23 (15,959) (3,278)<br />

Profit after tax from continuing operations (15,787) 80,241<br />

Profit after tax from discontinued operations 24 642 (705)<br />

Profit for the year (15,145) 79,536<br />

Attributable to:<br />

Non-controlling interests (18,905) 4,748<br />

Shareholders of DELTA N.V. 3,760 74,788<br />

50


Consolidated statement of comprehensive income<br />

Consolidated statement of comprehensive income<br />

(EUR 1,000) 2014 2013<br />

Profit after tax for the year (15,145) 79,536<br />

Other comprehensive income:<br />

- items not transferred to income statement<br />

Remeasurements of defined benefit obligations<br />

Remeasurements of defined benefit obligations<br />

(Deferred) corporate income tax (6,579) (3,409)<br />

2,110 1,000<br />

(4,469) (2,409)<br />

Total other comprehensive income<br />

not transferred to income statement (4,469) (2,409)<br />

- items to be transferred to income statement<br />

Effective portion of gains and losses on cash flow hedges<br />

Energy deravitives<br />

Reclassification adjustments (46,550) (14,737)<br />

13,717 2,112<br />

Interest rate derivatives (32,833) (12,625)<br />

Reclassification adjustments (18,804) 22,011<br />

7,403 (9,235)<br />

(Deferred) corporate income tax (11,401) 12,776<br />

(705) (97)<br />

(44,939) 54<br />

Share of other comprehensive income of<br />

joint ventures and associates<br />

Share of other comprehensive income of<br />

joint ventures and associates 377 2,597<br />

Reclassification adjustments - -<br />

377 2,597<br />

(Deferred) corporate income tax 20 -<br />

397 2,597<br />

Translation reserve differences<br />

Translation reserve differences 32 (10)<br />

Reclassification adjustments - -<br />

32 (10)<br />

(Deferred) corporate income tax - -<br />

32 (10)<br />

Other movements<br />

Other movements 4 -<br />

Reclassification adjustments - -<br />

4 -<br />

(Deferred) corporate income tax - -<br />

4 -<br />

Other comprehensive income of assets held for sale - -<br />

Total other comprehensive income to be transferred<br />

to income statement (44,506) 2,641<br />

Total other comprehensive income (48,975) 232<br />

Total comprehensive income (64,120) 79,768<br />

Total comprehensive income attributable to:<br />

Non-controlling interests (20,408) 4,310<br />

Shareholders of DELTA N.V. (43,712) 75,458<br />

For an explanation of movements in energy and interest-rate derivatives, please refer to Section 5.<br />

Remeasurements of defined benefit obligations under IAS 19 Employee Benefits entirely concerns<br />

changes at Indaver N.V.<br />

51


Consolidated statement of changes in equity<br />

(EUR 1,000) Total Paid-up capital<br />

Statutory<br />

reserve<br />

Hedge<br />

reserve<br />

Revaluation<br />

Unappropriated Non-controlling<br />

reserve Other reserves<br />

profit interests<br />

Carrying amount as at 31 december 2012 1,185,140 6,937 225,828 (34,317) (3,132) 863,466 73,837 52,521<br />

Profit appropriation for 2012 - - - - - 33,837 (33,837) -<br />

Payment of dividend (40,000) - - - - - (40,000) -<br />

Other changes (4,900) - (13,565) - - 13,565 - (4,900)<br />

Transfer to liablilities due to put options<br />

Total comprehensive income<br />

(6,579) - - - - - - (6,579)<br />

79,768 - 2,603 (341) (1,592) - 74,788 4,310<br />

Carrying amount as at 31 december 2013 1,213,429 6,937 214,866 (34,658) (4,724) 910,868 74,788 45,352<br />

Profit appropriation for 2013 - - - - - 54,788 (54,788) -<br />

Payment of dividend (20,000) - - - - - (20,000) -<br />

Other changes 61 - (5,488) 1 - 5,490 - 58<br />

Transfer to liablilities due to put options<br />

Total comprehensive income<br />

16,424 - - - - - - 16,424<br />

(64,120) - 436 (45,321) (2,587) - 3,760 (20,408)<br />

Carrying amount as at 31 december 2014 1,145,794 6,937 209,814 (79,978) (7,311) 971,146 3,760 41,426<br />

The statutory reserve comprises undistributed profits of associates and is therefore not freely<br />

distributable. This also applies to the hedge reserve, which should be seen in relation to the unrealised<br />

income from fair value changes in derivatives used for hedging purposes.<br />

Fair value changes in derivatives after tax are shown within the hedge reserve, which is a nondistributable<br />

reserve. For more information, please refer to Section 5 Principles for the valuation of<br />

financial instruments, and 5.1.3. of the Notes to the consolidated balance sheet. Other non-distributable<br />

reserves comprise the foreign currency translation reserve (in connection with translation differences)<br />

and remeasurements of defined benefit obligations under IAS 19 Employee Benefits.<br />

Other reserves mainly comprise retained earnings.<br />

The transfer to liabilities arising from put options in 2014 concerned third-party minority interests in<br />

Indaver N.V. These shareholders, who own 25% of the shares in Indaver N.V., had previously been<br />

granted a put option. The put option is shown within non-current liabilities.<br />

Non-controlling interests in DELTA N.V.’s consolidated equity mainly comprise the share interest owned<br />

by NEIF (NIBC European Infrastructure Fund) in the German-based waste processing company Indaver<br />

Deutschland GmbH.<br />

52


Consolidated cash-flow statement<br />

(EUR 1,000) 2014 2013<br />

From operating activities<br />

Earnings from operations (8,301) 81,555<br />

Fair value gains and losses on the trading portfolio 615 682<br />

Adjustment for deferred income (4,004) 2,263<br />

Depreciation, amortisation and impairment 275,857 174,262<br />

Provisions (63,783) (62,657)<br />

Inventories (18,523) (4,038)<br />

Trade receivables 44,739 (13,133)<br />

Trade payables (27,423) 37,434<br />

Other receivables/payables 7,961 8,823<br />

Other 4,856 (3,812)<br />

From operating activities 211,994 221,379<br />

Cash flows arising from dividends received from joint ventures and associates 35,664 33,975<br />

Cash flows from finance income and expense (21,317) (20,991)<br />

Cash flows from taxes on profits (16,508) (9,728)<br />

Cash flow from operating activities 209,833 224,635<br />

From investing activities<br />

Acquisition and disposal of intangible assets and property, plant and equipment (101,925) (after deduction (167,751) of cash acquired)<br />

Acquisition of investments in subsidiaries and associates and interests in<br />

joint ventures (after deduction of cash disposed) (5,825) (10,765)<br />

Disposal of investments in subsidiaries and associates and interests in<br />

joint ventures 485 (77)<br />

Other financial assets (8,435) (8,610)<br />

Kasstroom uit investeringsactiviteiten (115,700) (187,203)<br />

From financing activities<br />

Bank borrowings 20,535 (4,805)<br />

Long-term liabilities 21,139 47,257<br />

Paying off borrowings (132,078) (59,837)<br />

Dividend payments (20,000) (40,000)<br />

Cash flow from financing activities (110,404) (57,385)<br />

Evolvement cash flow during the year (16,271) (19,953)<br />

Cash as at 1 January 174,115 194,068<br />

Evolvement cash position during the year (16,271) (19,953)<br />

Cash as at 31 December 157,844 174,115<br />

Free cash flow before dividend 94,133 37,432<br />

Movement net debt 74,133 (2,568)<br />

53


Accounting policies<br />

DELTA N.V. is a public limited liability company organised and existing under Dutch law and the parent<br />

company of a number of subsidiary companies involved in:<br />

energy generation, transmission, trading, and supply;<br />

environmental services (waste management);<br />

the delivery of cable services for analogue and digital TV, the Internet, and mobile and digital<br />

telephony;<br />

the development and production of renewable energy, including wind power, and water<br />

services.<br />

With a view to these activities, the Group owns interests in a number of joint arrangements, associates<br />

and other investments.<br />

DELTA N.V.’s shareholders are the Zeeland provincial authorities, the towns and cities in Zeeland,<br />

several towns and cities in the provinces of Zuid-Holland and Noord-Brabant, and the Zuid-Holland and<br />

Noord-Brabant provincial authorities.<br />

DELTA N.V.’s registered office is situated at Poelendaelesingel 10, Middelburg, The Netherlands.<br />

The following changes occurred within the group during 2014:<br />

1. DNWG Staff B.V. was incorporated on 1 January 2014;<br />

2. Windpark Barrepolder B.V. was incorporated on 12 June 2014;<br />

3. The share interest in SET Fund II was reduced from 60.22% to 54.22% on 30 July 2014;<br />

4. The share interest in IVIO cvba was increased from 1.5% to 11.93% on 8 September 2014;<br />

5. Indaver N.V. and SLECO Centrale N.V. each acquired a 33.33% share in Ecluse cvba on 9<br />

October 2014;<br />

6. A 100% interest in Produval bvba was acquired on 30 December 2014;<br />

7. The share interest in NPG Willebroek N.V. was raised from 49% to 50%.<br />

The following transactions and related instruments dated 31 December 2013 had an impact on the<br />

Group’s structure in 2014:<br />

DELTA N.V. transferred its shares in DELTA Energy B.V. to DELTA Com B.V. on 1 January<br />

2014;<br />

DELTA Energy B.V. sold its shares in DELTA Comfort B.V. to DELTA Com B.V. on 1 January<br />

2014;<br />

DELTA N.V. sold its shares in DELTA Infra B.V. to Zeeuwse Netwerkholding N.V. on 1 January<br />

2014.<br />

The financial statements 2013 presented the changes as at 31 December 2013.<br />

The company’s functional currency is the euro. Unless otherwise stated, all amounts are presented in<br />

thousands of euros.<br />

DELTA N.V. used the option available under Part 9, Book 2, of the Dutch Civil Code to prepare the<br />

company financial statements in accordance with the International Financial <strong>Report</strong>ing Standards<br />

applied to the consolidated financial statements, with the exception of equity-accounted group<br />

companies and investments.<br />

The company income statement is presented in abridged form in accordance with Section 402, Part 9,<br />

Book 2, of the Dutch Civil Code.<br />

The financial statements 2014 were signed and released for publication by the Supervisory Board on<br />

11 May 2015. The Supervisory Board will present the financial statements for adoption by the General<br />

Meeting on 4 June 2015.<br />

54


1A. Compliance with IFRSs and summary of changes in IFRS<br />

recognition and measurement rules<br />

The company’s consolidated financial statements have been prepared in compliance with the<br />

International Financial <strong>Report</strong>ing Standards (IFRSs) issued by the International Accounting Standards<br />

Board (IASB) and the interpretations issued by the IFRS Interpretations Committee (IFRS IC) of the<br />

IASB, as endorsed by the European Commission (EC) up to and including 31 December 2014.<br />

New standards and/or supplements/improvements in relation to the previous financial year were issued<br />

by the IASB and approved by the European Commission for adoption within the European Union.<br />

Changes not yet adopted by the EC are omitted from the summary below.<br />

1A.1. DELTA adopted the following new standards and improvements in its financial statements<br />

2014<br />

1. Amendments to IAS 32, Financial Instruments: Presentation - Offsetting Financial Assets<br />

and Financial Liabilities<br />

IAS 32 was amended to provide additional guidance to reduce inconsistent application of the<br />

standard in practice.<br />

2. Amendments to IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of<br />

Interests in Other Entities, and IAS 27 (revised) Separate Financial Statements –<br />

Investment Entities<br />

IFRS 10 was amended in order to better reflect the business model of investment entities. IFRS<br />

10 requires that investment entities account for their investments in subsidiaries at fair value<br />

through profit or loss rather than consolidating them. IFRS 12 was amended in order to require<br />

specific disclosure about such investments in subsidiaries by investment entities. Due to<br />

changes in IAS 27 (revised), investment entities also no longer have the option to account for<br />

their investments in certain subsidiaries either at cost or at fair value in their separate financial<br />

statements. They must be recognised in the entity’s separate financial statements (in<br />

accordance with IAS 39, Financial Instruments: Recognition and Measurement) at fair value<br />

with fair value changes in profit or loss.<br />

3. Amendments to IAS 36 Impairments of Assets – Recoverable amount disclosures for<br />

non-financial assets<br />

The objective of the amendments is to clarify that the scope of the recoverable amount<br />

disclosures for assets is limited to impaired assets if the recoverable amount is based on fair<br />

value less costs of disposal.<br />

4. Amendments to IAS 39 Financial Instruments: Recognition and Measurement – Novation<br />

of derivatives and continuation of hedge accounting<br />

The objective of the amendments is to provide relief in situations where a derivative that has<br />

been designated as a hedging instrument is required to be novated from one counterparty to a<br />

central counterparty as a result of laws or regulations. This means that hedge accounting can<br />

continue irrespective of the novation which, without the amendment, would not be allowed.<br />

55


1A.2. DELTA adopted the following new standards and improvements in its financial<br />

statements 2013. Adoption is mandatory from the financial year starting on 1 January 2014<br />

The following new standards, supplements and/or improvements were adopted by DELTA as early as 1<br />

January 2013 because of their relevance to its financial information. The effects of the adoption were<br />

explained in DELTA N.V.’s consolidated financial statements 2013.<br />

1) IFRS 10 Consolidated Financial Statements;<br />

2) IFRS 11 Joint Arrangements;<br />

3) IFRS 12 Disclosure of Interests in Other Entities;<br />

4) IAS 27 Separate Financial Statements;<br />

5) IAS 28 Investments in associates and joint ventures;<br />

6) IFRS 10, IFRS 11 and IFRS 12 Transition Guidance.<br />

1A.3. DELTA did not adopt the following new standards and improvements in its financial<br />

statements 2014. Adoption is mandatory from the financial year starting 1 January 2015 and<br />

subsequent financial years<br />

1) IFRIC 21 Levies<br />

Effective for annual periods beginning on or after 17 June 2014. For DELTA, that will be the 2015<br />

financial year. The objective of IFRIC Interpretation 21 is to provide guidance on how to properly<br />

account for levies that fall within the scope of IAS 37 Provisions, Contingent Liabilities and Contingent<br />

Assets, so as to make it easier for users to compare financial statements. More specifically, it answers<br />

the question as to when to recognise a liability for the payment of a levy that is accounted for in<br />

accordance with IAS 37. We do not expect this to have any material impact on our financial information.<br />

2) <strong>Annual</strong> improvements to IFRSs, 2011-2013 Cycle (originally published by the IASB on 12<br />

December 2013)<br />

Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2015<br />

financial year.<br />

The following approved amendments to IFRS 3 and IFRS 13 constitute clarifications or corrections.<br />

IFRS 3 Business Combinations<br />

This amendment affects the scope. The definition of the scope was adjusted to reflect the definitions in<br />

IFRS 11 Joint Arrangements. IFRS 3 excludes from its scope the accounting for the formation of a joint<br />

arrangement in the financial statements of the joint arrangement itself. This amendment will be applied<br />

as and when such a situation arises.<br />

IFRS 13 Fair Value Measurement<br />

This amendment clarifies the scope of the ‘portfolio exception’. It provides that the portfolio exception<br />

includes all contracts accounted for within the scope of IAS 39 Financial Instruments: Recognition and<br />

Measurement, regardless of whether they meet the definition of financial assets or financial liabilities in<br />

IAS 32 Financial Instruments: Presentation.<br />

We do not expect this to have any material impact on our financial information.<br />

The following approved amendments to IAS40 concern changes to existing requirements or additional<br />

guidance to comply with those requirements.<br />

IAS 40 Investment Property<br />

This amendment concerns the classification of property as investment property or as property for own<br />

use, and clarifies the relationship between IAS 40 Investment Property and IFRS 3 Business<br />

Combinations.<br />

We do not expect this to have any material impact on our financial information.<br />

56


3) <strong>Annual</strong> improvements to IFRSs, 2010-2012 Cycle (originally published by the IASB on 12<br />

December 2013)<br />

Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2016<br />

financial year.<br />

The following approved amendments to IFRS 2 and IFRS 3 concern changes to existing requirements<br />

or additional guidance to comply with those requirements.<br />

IFRS 2 Share-based Payment provides a clarification of the definition of ‘vesting condition.’<br />

This clarification had no impact on the financial information because DELTA had no share-based<br />

payments.<br />

IFRS 3 Business Combinations<br />

Clarifies the accounting for ‘contingent consideration’ in a business combination.<br />

This clarification also affects IAS 37 Provisions, Contingent Liabilities and Contingent Assets and IAS 39<br />

Financial Instruments: Recognition and Measurement.<br />

This amendment will be applied as and when such a situation arises.<br />

The following approved amendments to IFRS 8, IAS 16, IAS 24 and IAS 38 constitute clarifications or<br />

corrections.<br />

IFRS 8 Operating Segments<br />

Requires the entity to disclose the judgments made by management in applying to operating segments<br />

the aggregation criteria listed in IFRS 8.12.<br />

DELTA is not required to apply IFRS 8, nor does it apply IFRS 8 on a voluntary basis.<br />

IFRS 8 Operating Segments<br />

Clarifies the provisions set out in IFRS 8.28 regarding the ‘reconciliations’ to be provided.<br />

DELTA is not required to apply IFRS 8, nor does it apply IFRS 8 on a voluntary basis.<br />

IAS 16 Property, Plant and Equipment<br />

The amendments concern the ‘revaluation method.’<br />

They had no impact on the financial information because DELTA applies a cost model.<br />

IAS 24 Related Party Disclosures<br />

The amendments concern ‘key management personnel.’ IAS 24 was found to be<br />

unclear about the disclosures to be provided about key management personnel who<br />

were not employees of the reporting entity.<br />

The definition of related parties has been widened. A related party of the reporting entity includes ‘the<br />

entity, or any member of a group of which it is a part, provides key management personnel services to<br />

the reporting entity or to the parent of the reporting entity.'<br />

The reporting entity’s obligations to furnish detailed information on key management personnel<br />

compensation in total and for the different categories have been relaxed for those situations in which the<br />

compensation is paid to a separate ‘management entity’ (an entity which provides key management<br />

personnel services). Instead, the reporting entity discloses the amounts it incurred for the provision of<br />

key management personnel services delivered by the separate management entity. We do not expect<br />

this to have any material impact on our financial information.<br />

IAS 38 Intangible Assets<br />

The amendments concern the ‘revaluation model.’<br />

They had no impact on the financial information because DELTA applies a cost model.<br />

57


4) Amendments to IAS 19 Employee Benefits, Defined Benefit Plans: Employee Contributions<br />

Effective for annual periods beginning on or after 1 June 2015. For DELTA, that will be the 2016<br />

financial year. The amendments are intended to simplify and clarify the accounting for employee or<br />

third-party contributions to defined benefit plans.<br />

We do not expect this to have any material impact on our financial information.<br />

1B. Post-balance sheet events that are material to the financial<br />

statements 2014<br />

As part of its new business strategy and in order improve its financial ratios, DELTA is selling two of its<br />

business divisions, more specifically its 75% (rounded-off) share interest in Indaver N.V. and its 100%<br />

stake in Windpark Kreekraksluis B.V.<br />

Talks are being held with the bodies involved in the decision-making process, including DELTA<br />

Group’s European Works Council and DELTA’s shareholders.<br />

On 6 March 2015, we reached an agreement with the buyer on the sale of our interest in Indaver N.V.,<br />

subject to the usual resolutive conditions, including obtaining approval from the competition authorities<br />

and the European Works Council, and securing the consent of DELTA’s shareholders. The contract for<br />

the sale of the Kreekraksluis wind farm was signed on 5 February 2015, subject to the condition that the<br />

buyer obtains external financing and DELTA obtains the consent of its shareholders. The shareholders<br />

authorised the sale on 9 March 2015.<br />

IFRS 5 Non-current Assets Held for Sale and Discontinued Operations<br />

Given the proposed sale of these assets, the issue arises as to whether IFRS 5 Non-current Assets<br />

Held for Sale and Discontinued Operations applies to the situation at the balance sheet date.<br />

IFRS 5 provides that an asset must be classified as held for sale if the carrying amount is to be received<br />

mainly through a sale rather than the continued use of the asset.<br />

The criteria are as follows:<br />

o The asset, in its current form, is available for immediate sale;<br />

o The sale is subject only to conditions that are usual for the sale of this type of asset;<br />

o The sale is highly probable;<br />

o Management is committed to a plan for sale;<br />

o An active programme to locate a buyer and actions to complete the plan are initiated;<br />

o The asset is being actively marketed for sale at a sales price reasonable in relation to its fair value;<br />

o The sale is expected to occur within twelve months of classification as held for sale;<br />

o Actions required to complete the plan indicate that it is unlikely that the plan will be significantly<br />

changed or withdrawn.<br />

In late 2014, as part of the ongoing strategic review, DELTA’s shareholders indicated that the full or<br />

partial sale of a business division would be tested against the relevant guiding principles and that its<br />

impact would also be assessed. It also became clear that permission from the shareholders to sell our<br />

share interests in Indaver N.V. and Windpark Kreekraksluis B.V. could be based on principles other<br />

than just business and economic considerations. In view of the ongoing dialogue and the importance of<br />

ensuring the continuity of both DELTA and its subsidiaries, we expect to be able to reach agreement<br />

with the shareholders. That said, it was uncertain as at the balance sheet date as to whether the<br />

shareholders would authorise the sale of Indaver N.V. and Windpark Kreekraksluis B.V. and so we<br />

classified their consent as ‘probable’ rather than ‘highly probable.’ On that basis, we concluded that,<br />

given the approval of the sale sought from DELTA’s shareholders, Indaver N.V. and Windpark<br />

Kreekraksluis B.V. did not have to be classified under IFRS 5 as at 31 December 2014.<br />

58


IAS 36 Impairment of Assets<br />

IAS 36 provides that, for group companies for which goodwill has been paid in the past, value in<br />

use must be measured annually so as to determine whether to recognise an impairment loss on<br />

the goodwill.<br />

If, and only if, the recoverable amount of the asset is lower than the carrying amount, the carrying<br />

amount must be reduced to the recoverable value. This reduction constitutes an impairment loss<br />

and must immediately be recognised in the profit or loss, unless the asset is revalued according to<br />

a different standard (which is not the case for DELTA).<br />

Indaver<br />

In view of the proposed sale of the Indaver Group, DELTA classified the Indaver Group as a single<br />

cash-generating unit (CGU) for impairment testing purposes as at 31 December 2014. On 6 March<br />

2015, DELTA and Katoen Natie announced that they had signed an agreement for the sale of DELTA’s<br />

75% share interest in Indaver N.V. to Katoen Natie.<br />

At their General Meeting on 9 March 2015, the shareholders approved the review framework for the<br />

sale of Indaver and so authorised DELTA to continue the sales process. The sale proper will still require<br />

approval from DELTA’s shareholders.<br />

The selling value less costs associated with the sale was defined in the impairment test as fair value<br />

less costs of disposal.<br />

The agreed selling price less costs of disposal was lower than the amount at which the Indaver Group<br />

was carried in DELTA Group’s financial statements. An impairment loss was therefore recognised.<br />

In the case of a CGU to which goodwill is allocated, the impairment loss is allocated first to reduce the<br />

goodwill allocated to the CGU and then to reduce its other assets.<br />

This is why the impairment loss is shown within 'Indaver goodwill’ in DELTA Group’s balance sheet. As<br />

a result, the carrying amount of its 75% share interest in the Indaver Group at 31 December 2014<br />

equalled the agreed selling price less costs of disposal.<br />

59


Impairment Indaver Groep as at 31 december 2014<br />

Carrying ammount Impairment Carrying ammount<br />

(EUR 1,000) before impairment carrying ammount after impairment<br />

at at at<br />

selling value selling value selling value<br />

Non-current assets<br />

Intangible assets 423.5 (92.8) 330.7<br />

Property, plant and equipment 483.2 - 483.2<br />

Deffered tax assets 19.9 - 19.9<br />

Other financial assets 61.7 - 61.7<br />

Total non-current assets 988.3 (92.8) 895.5<br />

Current assets<br />

Inventories 13.9 - 13.9<br />

Total receivables 121.6 - 121.6<br />

Cash 29.0 - 29.0<br />

Total current assets 164.5 - 164.5<br />

Total assets 1,152.8 (92.8) 1,060.0<br />

Deffered tax liabilities 47.4 - 47.4<br />

Provisions 67.0 - 67.0<br />

Other liabilities 90.8 - 90.8<br />

Bank borrowings 105.7 - 105.7<br />

Other current liabilities 157.6 - 157.6<br />

Total liabilities 468.5 - 468.5<br />

Carrying amount net assets Indaver Groep 684.3 (92.8) 591.5<br />

Attributable to non-controlling interests<br />

which resulted in a decrease of the value of the put option 24.2<br />

Impairment for Indaver attributable to DELTA (68.6)<br />

The Indaver sale will reduce interest charges in future years and hence improve the possibilities for the<br />

DELTA N.V. fiscal unity to offset losses, as a result which an additional gain of EUR 7.8 million was<br />

recognised.<br />

Kreekraksluis wind farm<br />

There were no indicators of impairment as regards Windpark Kreekraksluis B.V. On the basis of the<br />

information available in connection with the sale of Windpark Kreekraksluis B.V., fair value less costs of<br />

disposal exceeds the carrying amount, including the goodwill allocated to this CGU.<br />

60


2. General accounting policies<br />

2.1 Estimates and assumptions<br />

The preparation of financial statements entails the use of estimates and assumptions based on past<br />

experience and on factors considered acceptable in management’s judgement. These estimates relate<br />

primarily to the proceeds from the sale and transmission of gas and power to domestic consumers due<br />

to staggered meter readings, deferred tax assets, and the level of provisions. These estimates and<br />

assumptions will affect the information in the financial statements and the actual figures may be<br />

different. The effects of changes in estimates are recognised prospectively in the income statement.<br />

Changes in estimates may also lead to changes in assets and liabilities or equity components. Such<br />

changes in estimates are recognised in the period in which they occur. Any specific disclosures about<br />

estimates and assumptions are provided in the notes to the balance sheet and income statement.<br />

2.2 Impairment of assets<br />

Tests are conducted annually to check for indications that assets may be impaired. If that is the case,<br />

an estimate is made of the asset’s recoverable amount, which is the higher of its fair value less costs to<br />

sell and its value in use. If the fair value less costs to sell leads to unavoidable costs, a liability is<br />

recognised. Value in use is measured as the present value of the estimated future cash flows, based on<br />

the business plans drawn up internally and approved by the Executive Board, using a pre-tax discount<br />

rate that reflects current market interest rates. Specific risks relating to the asset or the cash-generating<br />

unit are incorporated into the estimated future cash flows. <strong>Annual</strong> impairment tests are conducted for<br />

recognised goodwill.<br />

An impairment loss is recognised if the carrying amount of an asset or the cash-generating unit to which<br />

the asset belongs exceeds its recoverable amount.<br />

The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the<br />

cash-generating unit (or group of units) and then to reduce the carrying amounts of the other assets of<br />

the unit (or group of units) on a pro rata basis. The carrying amount of an asset should not be reduced<br />

to below its recoverable amount.<br />

An impairment loss is reversed if it there has been a change in the basis on which the recoverable<br />

amount was previously determined. An impairment loss is reversed only to the extent that the carrying<br />

amount of the asset due to reversal does not exceed its carrying amount less depreciation or<br />

amortisation if no impairment loss had been recognised. An impairment loss or reversal of an<br />

impairment loss is recognised in the profit or loss. Impairment losses for goodwill are not reversed.<br />

2.3 Valuation of financial instruments<br />

Unless stated otherwise in the notes to the individual items in the financial statements, management<br />

believes that the carrying amounts of financial instruments are reasonable approximations of the fair<br />

value of those instruments.<br />

2.4 Government grants<br />

Government grants are recognised as soon as it is reasonably certain that the conditions for obtaining<br />

the grant have been or will be met and the grants have been or will be received. When investment<br />

projects are capitalised, grants received and contributions to the construction costs are deducted from<br />

the acquisition cost of the assets. Operating grants are shown within revenue. Subsidies in the form of<br />

tax breaks are factored into the calculation of the taxable amount.<br />

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2.5 Foreign currencies<br />

Assets and liabilities denominated in foreign currencies are translated into euros at the exchange rates<br />

prevailing at the end of the reporting period. Differences arising from movements in exchange rates are<br />

recognised in profit or loss, unless relating to the net investment in foreign entities, in which case they<br />

are recognised in equity as part of other comprehensive income. Income and expenses denominated in<br />

foreign currencies are translated into euros at the exchange rates prevailing at the time of the<br />

transaction.<br />

2.6 Taxation<br />

2.6.1 Income taxes<br />

Income taxes comprise current taxes and movements in deferred taxes. These amounts are taken to<br />

the income statement or recognised in equity as part of other comprehensive income.<br />

Current taxes comprise amounts that are probably due and capable of being offset against the taxable<br />

profit for the year. They are calculated on the basis of the prevailing tax legislation and rates.<br />

2.6.2 Deferred taxes<br />

Deferred taxes are recognised for differences between the carrying amount and the tax base of assets<br />

and liabilities.<br />

Deferred taxes are measured at the tax rates that are expected to apply to the period when the asset is<br />

realised or the liability is settled, based on the prevailing tax legislation and rates. Deferred taxes are<br />

stated at face value. Deferred tax assets are recognised only if and to the extent that it is probable that<br />

sufficient taxable profits and/or other temporary differences will be available against which they can be<br />

utilised.<br />

A deferred tax asset is recognised for unused tax losses and unused tax credits if and to the extent that<br />

it is probable that taxable profits will be available against which such unused losses or credits can be<br />

utilised.<br />

2.7 Comparative information<br />

Comparatives are adjusted, where necessary, for presentation purposes.<br />

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3. Basis of consolidation<br />

The consolidated financial statements comprise the financial information of DELTA N.V. and its group<br />

companies. Group companies are legal entities and companies over which control is exercised in terms<br />

of their governance and operational and financial policies. IFRS 10 provides that an investor controls an<br />

investee if the investor is exposed, or has rights, to variable returns from its involvement with the<br />

investee and has the ability to use its power over the investee to affect the amount of the investor’s<br />

returns. Existing and potential voting rights that were exercisable or convertible as at the balance sheet<br />

date are considered when determining whether DELTA N.V. controls an entity. Any other agreements<br />

that allow DELTA N.V. to determine operating and financial policy are also taken into account.<br />

Group companies are included in the consolidation from the date when control is obtained.<br />

Consolidation is discontinued from the date when control over the group company ceases. Group<br />

companies are fully consolidated, with 100% of their equity and profits included in the consolidation. If<br />

the share interest in a group company is less than 100%, the non-controlling interest is shown<br />

separately in the balance sheet and income statement.<br />

Joint arrangements are recognised in proportion to DELTA’s (group company’s) interest in the<br />

arrangement if the arrangement involves a joint operation. They are included in the consolidation from<br />

the date when the arrangement is made. Consolidation discontinues from the date when the<br />

arrangement ceases. Joint arrangements that take the form of ‘joint operations’ are consolidated<br />

according to the partial method.<br />

The investor recognises its interest in its consolidated financial statements as follows:<br />

Assets to which the investor has direct rights are recognised fully in the financial statements;<br />

Liabilities for which the investor is directly responsible are recognised fully in the financial<br />

statements;<br />

Revenue from the sale of the investor's share of the output of the joint operation by the joint<br />

operation itself is recognised fully in the financial statements (the joint operation itself being<br />

responsible for the sale of the output);<br />

Revenue from the sale of the investor's share of the output of the joint operation by the investor is<br />

recognised fully in the financial statements;<br />

Expenses allocated directly to the investor are fully recognised in the financial statements;<br />

Assets, liabilities, revenue and expenses that are not directly attributable to the investors are<br />

allocated to the investors indirectly in proportion to their interest in the joint operation.<br />

Joint arrangements that take the form of ‘joint ventures’ are accounted for according to the equity<br />

method.<br />

Associates are also recognised using the equity method.<br />

The acquisition of a group company is accounted for using the purchase accounting method. The<br />

accounting policies adopted by group companies are adjusted, where necessary, to ensure consistency<br />

with the policies applied by DELTA. In the case of put options, the corresponding non-controlling<br />

interest are classified as current or non-current liabilities.<br />

Scope of consolidation<br />

The financial statements include a separate overview of the main subsidiaries, associates and joint<br />

ventures, including the relevant share interests.<br />

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4. Basis of recognition and measurement of assets and liabilities<br />

The financial statements have been prepared according to the historical cost convention, with the<br />

exception of derivatives (financial instruments), which are carried at fair value, and the differences<br />

referred to below. All transactions in financial instruments are accounted for on the transaction date.<br />

4.1 Intangible assets<br />

Intangible fixed assets comprise goodwill arising on acquisition, development costs, software, customer<br />

contracts, and acquired transport rights.<br />

Goodwill<br />

Goodwill represents the positive difference between the acquisition cost of a group company and the<br />

fair value of the acquisition. Goodwill paid on the acquisition of a group company or joint arrangement is<br />

recognised as an intangible fixed asset. Goodwill paid on the acquisition of an interest in a joint venture<br />

or investment in an associate is included in the cost of the interest or investment. If the cost is lower<br />

than the fair value of the identifiable assets, liabilities and contingent liabilities acquired (negative<br />

goodwill), the difference is recognised directly in profit or loss.<br />

The carrying amount of goodwill is measured at historical cost less accumulated impairment losses.<br />

Goodwill is not amortised. <strong>Annual</strong> impairment tests are conducted to identify any impairment of goodwill.<br />

For the purposes of these tests, goodwill is allocated to cash-generating units. If a transaction qualifies<br />

as a transaction between owners, the difference between the acquisition cost and fair value is<br />

recognised in equity.<br />

Development costs<br />

Development expenditure is measured at historical cost and amortised over a period of 10 years<br />

according to the pattern of the additional cash flows generated by the acquired process knowledge.<br />

Software<br />

Capitalised software is carried at historical cost less amortisation. Amortisation is on a straight-line basis<br />

over a period of 5 years. The useful life is assessed annually, with any adjustments being accounted for<br />

prospectively.<br />

Customer contracts<br />

Customer contracts are measured at cost and amortised according to the pattern of the additional cash<br />

flows generated by the acquired accounts.<br />

Transport rights<br />

Transport rights are measured at cost and amortised on a straight-line basis over a period of 20 years.<br />

The useful life is assessed annually, with any adjustments being accounted for prospectively.<br />

4.2 Property, plant and equipment<br />

Property, plant and equipment is stated at cost less accumulated depreciation on a straight-line basis<br />

over its estimated useful life, determined on the basis of technical and economic criteria, taking account<br />

of its estimated residual value, less any accumulated impairment losses. Land is not depreciated. In<br />

accordance with IFRIC 18, third-party contributions to the construction costs of an item of property, plant<br />

or equipment are no longer deducted from the carrying amount of the asset; instead, they are<br />

recognised within deferred revenue (liability).<br />

Property, plant and equipment also comprises the discounted amount that is expected to be necessary<br />

to cap landfill sites when landfill operations come to an end. Depreciation is based on the actual landfill<br />

capacity used during the period. Changes in residual value arising from technical or economic<br />

developments or the use of a different discount rate are shown within property, plant and equipment and<br />

recognised in profit or loss in future years through depreciation. If an asset has been fully depreciated,<br />

the difference is recognised directly in profit or loss.<br />

64


External financing expenses for assets (construction period interest) are included in the cost if they can<br />

be allocated directly to the asset.<br />

If an asset consists of various components with different depreciation periods and residual values, the<br />

components are recognised separately. Investments to replace components are capitalised, with the<br />

replaced component being written down simultaneously. Estimated useful lives and estimated residual<br />

values are assessed annually when the business plan is prepared. If an impairment test shows an<br />

impairment loss, the carrying amount is adjusted accordingly.<br />

Property, plant and equipment under construction is stated at costs incurred as at the balance sheet<br />

date, including the costs of materials and services, direct staff costs, an appropriate share of directly<br />

attributable overhead costs, and the financing costs allocated directly to the asset.<br />

In 1999, Indaver N.V. signed a cross-border lease with a U.S. investor for the use of lines 1 and 2 at its<br />

incineration plant in Doel (Belgium). Title to and beneficial ownership of the assets remained with the<br />

company.<br />

Accordingly, these assets are shown in the consolidated financial statements on the basis of the<br />

accounting policies applied to property, plant and equipment.<br />

4.3 Financial fixed assets<br />

General<br />

A business combination involves bringing together separate entities or businesses into one reporting<br />

entity. Business combinations are accounted for using the acquisition method. Steps in applying the<br />

acquisition method are:<br />

1. Identification of the acquirer;<br />

2. Measurement of the cost of the business combination;<br />

3. Allocation of the cost of the business combination as at the acquisition date.<br />

The cost of a business combination is the aggregate of the acquisition-date fair values of the assets<br />

acquired, liabilities incurred or assumed and equity instruments issued by the acquirer. Under IFRS 3<br />

(as approved by the EU in 2004), the aggregate is increased by the costs directly attributable to the<br />

business combination. With the revision of IFRS 3 (applied with effect from 2009), the costs directly<br />

attributable to the acquisition are no longer shown within the cost of the business combination, but<br />

recognised directly in profit or loss. Goodwill is measured as the value by which the cost of the business<br />

combination exceeds the acquirer’s interest in the net fair value of identifiable assets, liabilities and<br />

contingent liabilities.<br />

Negative goodwill is recognised directly in profit or loss, and non-controlling interests are recognised in<br />

equity.<br />

Joint ventures, associates and other investments<br />

Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement<br />

have rights to the net assets of the arrangement. The parties are called joint venturers.<br />

A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement<br />

(such as DELTA N.V. or any of its subsidiaries) have rights to the assets, and obligations for the<br />

liabilities, relating to the arrangement. These parties are called joint operators. In the case of a joint<br />

operation, DELTA recognises a proportion of the assets and liabilities, revenue and expenditure<br />

equivalent to its interest in the joint operation; its share in the joint operation’s equity is therefore not<br />

recognised as a financial non-current asset.<br />

Associates are entities over which DELTA N.V. exercises significant influence, whether directly or<br />

indirectly, but which it does not control. Generally speaking, this is the case if DELTA N.V. can exercise<br />

between 20% and 50% of the voting rights.<br />

Other investments are non-associated investments in which DELTA N.V. has an interest of less than<br />

20%. The financial statements include an overview of the main joint arrangements and investments.<br />

65


Valuation of joint ventures, associates and other investments<br />

Investments in joint ventures and associates are recognised in the consolidated financial statements<br />

using the equity method. Under the equity method, on initial recognition the investment is recognised at<br />

cost, i.e. the fair value of the underlying assets and liabilities, including goodwill. If the fair value<br />

exceeds the cost, the positive difference will be added to the equity participation. The share of profits or<br />

losses is recognised in the carrying amount each year and dividend distributions are deducted. If the<br />

(cumulative) losses of the joint venture and/or associate lead to a negative book value, these losses are<br />

not recognised, unless DELTA N.V. has an obligation to clear these losses or has made payments to do<br />

so.<br />

Movements in other investments are recognised in other comprehensive income, unless they involve a<br />

permanent impairment, which is then recognised directly in profit or loss. If insufficient information is<br />

available, valuation is at cost.<br />

Undistributed profits of joint ventures and associates and direct increases in equity at a joint venture or<br />

associate which cannot readily be distributed are added to the statutory reserve.<br />

The accounting policies of joint ventures and investments are adjusted, where necessary, to ensure<br />

consistent application of the accounting policies throughout the DELTA group.<br />

Loans to other investees<br />

On initial recognition, loans to investees or third parties are stated at fair value and, subsequently, at<br />

amortised cost. Amortised cost is usually equivalent to the face value of loans because they are shortterm.<br />

Where necessary, a provision is recognised for bad debts and deducted from this value.<br />

4.4 Inventories<br />

Inventories are stated at the lower of weighted average cost, based on first-in first-out (FIFO), and net<br />

realisable value, less a provision for obsolescence. Impairment losses on inventories are recognised as<br />

an expense and disclosed separately.<br />

4.5 Receivables<br />

On initial recognition, trade receivables are stated at fair value and, subsequently, at amortised cost less<br />

impairment losses. Amortised cost is usually equivalent to the face value of receivables because they<br />

are short-term.<br />

4.6 Construction contracts<br />

DELTA applies the percentage-of-completion method to measure and recognise contract cost and<br />

revenue in the income statement for the reporting period. The stage of completion is based on<br />

production measurements. Contracts in progress are recognised at cost less a provision for probable<br />

losses and invoiced instalments. Profits are recognised in proportion to the percentage of completion if<br />

they can be reliably measured.<br />

4.7 Non-current assets held for sale and discontinued operations<br />

DELTA classifies an asset (or disposal group) as held for sale if its carrying amount is recovered<br />

principally through sale rather than continued use. For this to be the case, the asset must be available<br />

for immediate sale in its present condition and the sale must be highly probable and expected to take<br />

place within one year.<br />

In the event of a (proposed) sale of a group of assets, the liabilities directly associated with those assets<br />

are also included in the carrying amount. Immediately after classification as held for sale, the assets are<br />

measured at the lower of their carrying amount and fair value less costs to sell, and depreciation<br />

ceases. Impairment losses are recognised in profit or loss.<br />

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4.8 Cash<br />

Cash includes not only cash but also cash equivalents that can be converted into cash with no material<br />

risk of impairment. Cash is stated at fair value.<br />

4.9 Shareholders’ equity<br />

Movements in shareholders’ equity are presented in the consolidated statement of changes in equity.<br />

The company’s authorised capital amounts to EUR 9,080,000, divided into 20,000 shares with a par<br />

value of EUR 454. As at 31 December 2014, EUR 6,937,120 worth of shares had been issued and paid<br />

up. Dividends are recognised as a liability in the period in which they are declared. No changes<br />

occurred during the year. None of the shares come with pre-emptive rights or restrictions.<br />

4.10 Provisions<br />

Provisions are recognised for legally enforceable, present obligations relating to operations. Provisions<br />

are carried at the present value of the expected expenditure. The present value is calculated using a<br />

pre-tax discount rate that reflects current market assessments of the time value of money. Expenditures<br />

expected to be incurred within one year of the balance sheet date are shown within current liabilities.<br />

4.11 Employee benefits<br />

Provisions relating to pension liabilities and health insurance costs are determined on an actuarial basis.<br />

The corresponding liabilities are presented separately in the balance sheet. This is only the case for the<br />

group company Indaver. Indaver provides post-employment benefits for most of its employees. These<br />

benefits are paid under defined-contribution plans and defined-benefit plans through an insurance plan<br />

or through unfunded arrangements. Contributions paid under defined contribution plans are recognised<br />

directly in the income statement. The provision for defined benefit plans is measured separately, using<br />

the actuarial projected unit credit method.<br />

<strong>Annual</strong> pension costs comprise:<br />

costs of annual pension accruals (service costs);<br />

net finance expense or income on the pension balance (net interest);<br />

other changes in the pension balance (remeasurements).<br />

The costs of annual pension accruals, including the expenditure for past pensionable service, are<br />

recognised in the income statement. Net finance expense or income on the pension balance is<br />

recognised in the income statement. Other changes, such as actuarial results, differences between<br />

actual and expected returns on investments and changes in the effect of the limit on the pension<br />

receivable to be recognised, are shown in other comprehensive income. Differences due to<br />

remeasurements are recognised directly in equity through other comprehensive income, and will not be<br />

recognised in profit or loss in future years either.<br />

4.12 Non-current liabilities<br />

Non-current liabilities are measured at amortised cost using the effective interest method. Repayment<br />

obligations for non-current liabilities due within one year are shown within current liabilities.<br />

In the case of a finance lease (in which all the risks and rewards of ownership are borne by the lessee),<br />

at the start of the lease term the finance lease is recorded as an asset and the obligations are<br />

recognised as a liability and measured at fair value. The asset is depreciated in accordance with the<br />

prevailing rules for property, plant and equipment.<br />

In the case of an operating lease (in which all the risks and rewards of ownership are borne by the<br />

lessor), the lease payments are recognised in the income statement over the lease term on a straightline<br />

basis.<br />

67


The non-current portion of deferred revenue is classified as a non-current liability. The portion to be<br />

released during the next reporting period is shown within current liabilities. The portion relating to the<br />

current reporting period is shown within revenue.<br />

4.13 Put options<br />

Put options are stated at fair value attributable to the put option holder, less any dividends paid.<br />

68


5. Basis of recognition and measurement of financial instruments<br />

5.1 Financial instruments<br />

DELTA uses financial instruments to manage and optimise normal market risks associated with the<br />

company’s commodities, currency and interest-rate exposures. DELTA applies IAS 32 Financial<br />

Instruments: Presentation and IAS 39 Financial Instruments: Recognition and Measurement. Under<br />

these standards, derivatives (derivative financial instruments) are measured at fair value and trading<br />

contracts are recognised in the income statement at fair value through profit or loss.<br />

Definition<br />

A derivative is a financial instrument or other contract that falls within the scope of IAS 39. It has the<br />

following three features:<br />

its value changes as a result of movements in a particular interest rate, price of a financial<br />

instrument, commodity price, exchange rate, or index of prices, interest rates or other variables,<br />

provided that, in the case of non-financial variables, the variable is not specific to a contract party<br />

(also known as the ‘underlying asset’);<br />

No, or only a minor, net initial investment is required in relation to other types of contract that<br />

respond in similar ways to movements in market factors;<br />

Settlement takes place in the future.<br />

5.2 Derivatives<br />

DELTA is involved in gas, electricity, coal, oil, emission and currency trading contracts for the current<br />

calendar year and the following four years. The company considers the markets for these commodities<br />

to be liquid over this time horizon because reliable prices are available from brokers, markets, and data<br />

providers. The fair value of a commodity contract is calculated according to the DCF method using<br />

these prices; no in-house valuation models are used. The monthly, quarterly and annual prices<br />

published are adjusted only to reconcile them with the relative periods in the trade systems. DELTA<br />

uses derivatives, such as interest rate swaps, to hedge its interest rate risk exposure. These swaps<br />

allow a floating rate to be exchanged for a fixed rate. The fair value of interest-rate derivatives is also<br />

calculated according to the DCF method, using a yield curve that is based on data from the European<br />

Central Bank (ECB).<br />

Classification and netting<br />

A derivative is classified as a current asset if its fair value represents a gain and as a non-current liability<br />

if its fair value represents a loss. Receivables and payables in respect of derivatives for different<br />

transactions with the same counterparty are netted, if there is a contractual or legally enforceable right<br />

of set-off and DELTA also settles the relevant cash flows on a net basis.<br />

Recognition of fair value gains and losses<br />

Under IAS 39, energy commodity contracts (electricity, gas, coal, oil, emission allowances and related<br />

foreign exchange exposures) and interest rate swaps are classified as derivatives. Under IAS 32, IAS<br />

39 and IFRS 7, all derivatives are measured at fair value on initial recognition.<br />

As a general rule, fair value changes in derivatives are recognised through profit or loss. The exceptions<br />

to this rule are:<br />

1a. Own use: DELTA applies accrual accounting for commodity contracts intended for its own use or<br />

production and for sales and purchasing contracts entered into for the purpose of delivering<br />

physical commodities to end users. This means that any changes in value are not shown in the<br />

income statement. These transactions are recognised as sales or purchase transactions at the<br />

prevailing prices at the time of settlement;<br />

2a. Derivatives used to hedge an own-use contract. Hedge accounting may be applied for these<br />

derivatives on certain conditions<br />

2b. Interest rate derivatives. Hedge accounting may be applied for these derivatives on certain<br />

conditions.<br />

69


Hedge accounting<br />

Hedge accounting allows the impact of fair value changes on profit or loss to be mitigated by taking into<br />

account the opposing effects on the profit or loss of fair value changes in the hedges and the hedged<br />

items. Fair value gains and losses on derivatives are recognised in equity (through the statement of<br />

comprehensive income) until the hedged position/transaction is settled.<br />

DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts<br />

(electricity, gas, coal, oil, and carbon emissions).<br />

Interest rate swaps are used to hedge the risk of cash-flow volatility due to movements in interest rates.<br />

DELTA uses cash-flow hedging, which involves entering into hedges to mitigate its exposure to<br />

variability of existing and future cash flows that could ultimately affect profit or loss. The hedges are<br />

allocated to a specific risk relating to a balance sheet item or highly probable forecast transaction.<br />

Criteria for applying hedge accounting<br />

Hedge accounting is subject to strict rules in terms of documentation and effectiveness testing. Hedge<br />

accounting is permitted if a derivative meets the following criteria:<br />

1. At the time of entering into the transaction, the derivative is formally classified as a hedge, and<br />

the hedging relationship, the objectives of the hedge, and the risk management strategy are<br />

documented;<br />

2. In the case of a cash-flow hedge, the forecast transaction that is the subject of the hedge is<br />

highly probable and expected to expose the entity to variability in existing or future cash flows<br />

that could ultimately affect profit or loss;<br />

3. The effectiveness of the hedge can be reliably measured;<br />

4. The hedge is expected to be highly effective;<br />

5. The hedge is assessed on an ongoing basis and determined to have been highly effective.<br />

Hedge effectiveness testing and recognition of changes<br />

DELTA formally tests whether derivatives used as hedging instruments have been highly effective in<br />

achieving offsetting changes in fair value or cash flows attributable to the hedged item, both at the<br />

inception of the hedge and during its life. DELTA tests and determines whether changes in fair value or<br />

cash flows attributable to the hedged item are offset by changes in fair value or cash flows attributable<br />

to the hedging instrument. A range of between 80% and 125% is used to regard a hedging relationship<br />

as being effective.<br />

The effective portion of fair value changes is recognised in equity and shown within the hedge reserve<br />

(through the statement of comprehensive income).<br />

The ineffective portion of a hedging relationship, in a fair value hedge, is the extent to which changes in<br />

the fair value of the derivative differ from the changes in the fair value of the hedged item or, in a cash<br />

flow hedge, the extent to which changes in the fair value of the derivative differ from the fair value<br />

change in the expected cash flow. Ineffective hedges, the ineffective portion of a hedge and gains and<br />

losses on components of derivatives that are disregarded when testing the effectiveness of a hedge are<br />

recognised directly in the income statement.<br />

The cumulative amounts recognised in equity are taken to the income statement in the same period as<br />

the hedged transaction.<br />

DELTA discontinues hedge accounting if the hedging relationship is no longer effective or no longer<br />

expected to remain effective.<br />

70


6. Accounting policies for the income statement<br />

6.1 Revenue<br />

Revenue represents income arising directly from the supply of goods and services to third parties, net of<br />

any discounts and net of sales taxes, such as VAT and regulating energy tax (regulerende<br />

energiebelasting; REB) in the Netherlands.<br />

Revenue is recognised when the material risks and benefits of ownership of the goods have passed to<br />

the buyer. Revenue from services is recognised in proportion to the services delivered as at the end of<br />

the reporting period.<br />

Recognition of revenue from transport services and the supply of electricity and gas is based on<br />

supplies during the calendar year. Revenue from supplies to domestic and small-business users is<br />

partly estimated as meter readings are taken throughout the year.<br />

Recognition of revenue from electricity sales is based on the assumption that power generated by the<br />

group’s own production facilities (including joint arrangements) is supplied to third parties, while power<br />

supplied to end-users is procured entirely from third parties.<br />

For gas and electricity trading contracts that do not involve physical delivery, purchases and sales are<br />

netted if this was contractually agreed.<br />

Revenue from telecommunications covers subscription fees for signal distribution as well as revenue<br />

from Internet services and other data transmission services.<br />

Revenue from waste management services are allocated to the period in which the services are<br />

supplied.<br />

Revenue from construction contracts is recognised in the income statement using the percentage-ofcompletion<br />

method.<br />

6.2 Net operating expenses<br />

Net operating expenses are measured on the basis of products and services purchased and in<br />

accordance with the measurement and depreciation rules set out above. Expenses are allocated to the<br />

financial year in which they are incurred. Gains are recognised in the year in which they are realised;<br />

losses are recognised in the year in which they are foreseeable.<br />

6.3 Net finance income (expense)<br />

Finance income and expense is allocated to the period to which it relates, using the effective interest<br />

method. Costs of external financing associated with the construction or acquisition of property, plant and<br />

equipment (construction period interest) are capitalised as and when appropriate.<br />

6.4 Discontinued operations<br />

All financial consequences of final decisions to sell and discontinue operations are shown within profit<br />

after tax from discontinued operations.<br />

Profits or losses on activities previously classified as discontinued operations for the current year are<br />

also shown within this item.<br />

71


7. Accounting policies for the cash flow statement<br />

The cash flow statement has been prepared according to the indirect method, based on actual<br />

balance sheet movements. A distinction is made between operating, investing, and financing<br />

activities. Although the current portion of non-current liabilities is recognised in the balance sheet<br />

as part of other current liabilities, movements in the current portion of non-current liabilities is<br />

shown within the cash flow from financing activities in the cash flow statement.<br />

Cash flows relating to minority interests (dividend payments), finance income or expense, and<br />

corporate income taxes (tax assessments) are based on the actual receipts and payments.<br />

72


Notes to the consolidated balance sheet<br />

1. Intangible assets<br />

(EUR 1,000) Total Goodwill Software Costumer Transport Other<br />

contracts rights<br />

2013<br />

Carrying amount as at 1 January 480,919 430,049 36,779 3,254 6,798 4,039<br />

Investments 7,365 - 7,365 - - -<br />

Depreciation (14,308) - (12,691) (435) (1,182) -<br />

Disposals (87) - - - - (87)<br />

Other (700) (9) (691) - - -<br />

Carrying amount as at 31 December 473,189 430,040 30,762 2,819 5,616 3,952<br />

Accumulated depreciation and impairment 339,705 103,744 180,330 22,673 13,692 19,266<br />

Acquisition cost as at 31 December 812,894 533,784 211,092 25,492 19,308 23,218<br />

2014<br />

Carrying amount as at 1 January 473,189 430,040 30,762 2,819 5,616 3,952<br />

Investments 1,984 - 1,984 - - -<br />

Depreciation (12,959) - (8,966) (2,811) (1,182) -<br />

Impairments (95,129) (95,129)<br />

Other (140) 38 (3,480) 7,254 - (3,952)<br />

Carrying amount as at 31 December 366,945 334,949 20,300 7,262 4,434 -<br />

Accumulated depreciation and impairment 256,157 104,459 112,559 24,265 14,874 -<br />

Acquisition cost as at 31 December 623,102 439,408 132,859 31,527 19,308 -<br />

Depreciation periods in years nvt 5 divers 20 divers<br />

Allocation of goodwill to cash-generating units 31-12-2014 31-12-2013<br />

(EUR 1,000) Total Goodwill Software Costumer Transport Other<br />

contracts rights<br />

Indaver 323,716 418,807<br />

Kreekraksluis 1,390 1,390<br />

2013<br />

Zeelandnet 9,843 9,843<br />

Totaal Goodwill 334,949 430,040<br />

Carrying amount as at 1 January 480,919 430,049 36,779 3,254 6,798 4,039<br />

Investments 7,365 - 7,365 - - -<br />

Depreciation (14,308) - (12,691) (435) (1,182) -<br />

Disposals (87) - - - - (87)<br />

Other (700) (9) (691) - - -<br />

Carrying amount as at 31 December 473,189 430,040 30,762 2,819 5,616 3,952<br />

Accumulated depreciation and impairment 339,705 103,744 180,330 22,673 13,692 19,266<br />

Acquisition cost as at 31 December 812,894 533,784 211,092 25,492 19,308 23,218<br />

2014<br />

Carrying amount as at 1 January 473,189 430,040 30,762 2,819 5,616 3,952<br />

Investments 1,984 - 1,984 - - -<br />

Depreciation (12,959) - (8,966) (2,811) (1,182) -<br />

Impairments (95,129) (95,129)<br />

Other (140) 38 (3,480) 7,254 - (3,952)<br />

Carrying amount as at 31 December 366,945 334,949 20,300 7,262 4,434 -<br />

73


Goodwill<br />

Under IFRS (IAS 36 Impairment of Assets), for group companies for which goodwill has been paid in the<br />

past, value in use is measured annually so as to determine whether to recognise an impairment loss on<br />

the goodwill. If the recoverable amount of the asset is lower than the carrying amount, the carrying<br />

amount is reduced to reflect the recoverable value. This reduction constitutes an impairment loss and is<br />

immediately recognised in the profit or loss, unless the asset is revalued according to a different<br />

standard (which is not the case for DELTA).<br />

The recoverable value of an asset or a cash-generating unit (CGU) is the highest of its fair value less<br />

costs of disposal and its value in use. Value in use is the present value of the future cash flows<br />

expected to be derived from an asset or a cash-generating unit. The DELTA Group measures the value<br />

in use of classifiable assets, i.e. assets, groups of assets, and/or cash-generating units, through<br />

impairment tests.<br />

Use of inflation expectations<br />

The impairment tests are based on an expected annual inflation rate of 2%. The ECB’s policy is to<br />

achieve an annual inflation rate of 2% or just under 2%. The ECB’s inflation objective is used to<br />

calculate cash flows projections in impairment testing, taking into account a minimum three-year horizon<br />

as reflected in the underlying business plans, and what basically is then an infinite series of those cash<br />

flow projections.<br />

Indaver<br />

As regards Indaver’s operations, impairment tests were conducted at the level of its cash-flow<br />

generating units. Management based its cash flow projections on the business plans for 2015-2019 and,<br />

in a number of cases, on a longer time horizon. For the period after this time horizon, an infinite series<br />

was used for nearly all CGUs, taking into account the available information about market developments.<br />

No use was made of extrapolations with growth rates in excess of inflation.<br />

The impairment tests were conducted using a specific discount rate for each entity. Allowing for debt-toequity<br />

ratios generally accepted by market participants, a number of discount rate scenarios were<br />

looked at, using a discount rate per CGU ranging from 7.6% to 9.1% before tax. These tests revealed<br />

an impairment loss of EUR 2.4 million for the cash-generating unit Indaver Deutschland GmbH. No<br />

impairment losses were identified for the Indaver Group’s other CGUs. The carrying amount of the<br />

assets of Indaver Deutschland GmbH included in the impairment test was lower than the value in use so<br />

calculated. The difference between the carrying amount and value in use is applied against the goodwill<br />

for KGE Indaver Deutschland GmbH. In the case of a cash-generating unit to which goodwill is<br />

allocated, the impairment loss is allocated to reduce the goodwill allocated to the unit and then to<br />

reduce the other assets of the unit (IAS 36.104).<br />

In the light of its proposed sale of the Indaver Group, DELTA classified the Indaver Group as a single<br />

cash-generating unit as at 31 December 2014. On 6 March 2015, DELTA and Katoen Natie announced<br />

that they had signed an agreement for the sale of DELTA’s 75% share interest in Indaver N.V.to Katoen<br />

Natie. The sale still requires approval from DELTA’s General meeting. The price agreed (net of selling<br />

costs) is lower than the carrying amount of the Indaver Group as shown in DELTA Group’s financial<br />

statements. The difference between the carrying amount and sales price (net of selling costs) reduces<br />

the goodwill allocated to Indaver as shown in DELTA Group’s balance sheet. In the case of a cashgenerating<br />

unit to which goodwill is allocated, the impairment loss is allocated to reduce the goodwill<br />

allocated to the unit and then to reduce the other assets of the unit (IAS 36.104). As a result, the<br />

carrying amount of the 75% share interest in the Indaver Group at 31 December 2014 is consistent with<br />

the sales price (net of selling costs) announced for the 75% interest.<br />

See also note 1B Post-balance sheet events that are material to the financial statements 2014.<br />

74


Windpark Kreekraksluis B.V.<br />

There were no indicators of impairment as regards Windpark Kreekraksluis B.V. On the basis of the<br />

information available in connection with the sale of Windpark Kreekraksluis B.V., its fair value less costs<br />

of disposal exceeds the carrying amount, including the goodwill allocated to this cash-generating unit.<br />

Zeelandnet B.V.<br />

Impairment tests were conducted for the operations of ZeelandNet, with management basing its cash<br />

flow projections on the business plans for 2015-2017. An infinite series was used for the period after this<br />

time horizon, taking into account the available information about market developments. No use was<br />

made of extrapolations with growth rates in excess of inflation.<br />

The impairment tests were conducted using a discount rate, based on debt-to-equity ratios generally<br />

accepted by market participants, more specifically a pre-tax discount rate of 9.9%. No impairment loss<br />

was identified for this CGU.<br />

Software<br />

Investment expenses were lower in 2014 than in 2013, when the new customer registration and<br />

invoicing system for the retail market was implemented. Key investment expenses in 2014 involved<br />

extending and improving the online environment.<br />

Cleaning out fixed assets records<br />

During the year, fixed assets records were cleaned out, with assets that had already been written down<br />

and were no longer serving the production process being deleted from the accounts and records.<br />

75


2. Property, plant and equipment<br />

(EUR 1,000) Total Land and Plant and Other Assets under Third-party<br />

buildings equipment assets construction contributions<br />

2013<br />

Carrying amount as at 1 January 1,780,017 295,960 1,497,347 41,497 91,099 (145,886)<br />

Investments 162,379 1,578 30,354 21 132,424 (1,997)<br />

Capitalized interest 364 - - - 364 -<br />

Depreciation (159,409) (19,632) (135,098) (10,705) - 6,026<br />

Impairments (545) (545) - - - -<br />

Disposals (2,116) (369) (1,526) (18) (203) -<br />

Other investments 2,895 (3,097) 123,777 33,830 (154,448) 2,832<br />

Carrying amount as at 31 December 1,783,585 273,895 1,514,854 64,625 69,236 (139,025)<br />

Carrying amount before deduction of contributions 1,922,610 273,895 1,514,854 64,625 69,236<br />

Accumulated depreciation and impairment 1,663,888 203,987 1,380,212 75,211 4,478<br />

Acquisition cost as at 31 December 3,586,498 477,882 2,895,066 139,836 73,714<br />

2014<br />

Carrying amount as at 1 January 1,783,585 273,895 1,514,854 64,625 69,236 (139,025)<br />

Investments 103,793 1,879 30,891 176 70,924 (77)<br />

Depreciation (167,359) (19,218) (137,838) (15,981) (21) 5,699<br />

Impairments (410) (410)<br />

Disposals (4,007) (2,425) (1,477) (109) - 4<br />

Other investments (1,790) (263) 50,694 20,187 (74,483) 2,075<br />

Carrying amount as at 31 December 1,713,812 253,458 1,457,124 68,898 65,656 (131,324)<br />

Carrying amount before deduction of contributions 1,845,136 253,458 1,457,124 68,898 65,656<br />

Accumulated depreciation and impairment 1,782,542 223,276 1,494,380 63,566 1,320<br />

Acquisition cost as at 31 December 3,627,678 476,734 2,951,504 132,464 66,976<br />

Depreciation periods in years 0 - 40 7 - 40 5 - 15 n/a<br />

76


Investments were significantly lower in 2014 than 2013, when major investments were made in<br />

Windpark Kreekraksluis B.V. (Zeeland).<br />

Investments in plant and equipment (including changes in assets under construction) mainly involved<br />

expanding and replacing gas and power grids (Netwerkbedrijf), extending and renovating waste<br />

processing plants, and investments in EPZ’s nuclear power station.<br />

Investment by type of operation:<br />

Grids<br />

Indaver<br />

EPZ<br />

Energy & Multimedia<br />

EUR 39.4 million<br />

EUR 36.6 million<br />

EUR 19.3 million<br />

EUR 8.5 million<br />

Tolling rights obtained on acquisition and allocated to the relevant production unit are amortised over<br />

the remaining useful life of the operation in question. This led to an amortisation charge of EUR 16<br />

million during the year.<br />

In 2012, an impairment loss was recognised for the write-down of combined heat and power systems<br />

(CHP) and the write-down of a supply connection to an industrial estate. Similar to 2013, a test was<br />

conducted in 2014 to determine whether to reverse the write-down of CHPs on the basis of the portfolio<br />

of CHPs and related contract terms and expected energy price developments. However, no reversal<br />

was in order at year-end 2014 (similar to 2013). The test used a pre-tax discount rate of 8.6%.<br />

The impairment loss on the supply connection, arising from a sharp decline in purchases by businesses<br />

located on the industrial estate, was also maintained. The tests conducted in 2014 did not lead to the<br />

reversal of previous impairment losses.<br />

In accordance with IFRIC 18, third-party contributions to the construction costs of an item of property,<br />

plant and equipment are no longer deducted from the carrying amount of the asset (for which the<br />

contribution was received), and instead are shown within deferred revenue.<br />

Cleaning out fixed assets records<br />

During the year, fixed assets records were cleaned out, with assets that had already been written down<br />

and were no longer serving the production process being deleted from the accounts and records.<br />

77


3. Interests in joint ventures, investments in associates and other<br />

investments<br />

(EUR 1,000) Total Joint Ventures Associates Other Investments<br />

Carrying amount as at 1 January 2013 391,642 326,354 52,623 12,665<br />

Acquisitions 492 265 227 -<br />

Investments/Disposals 3,817 143 - 3,674<br />

Dividends received (33,975) (25,621) (8,104) (250)<br />

Share of proftis 41,548 33,411 8,884 (747)<br />

Other movements 8,998 9,054 (254) 198<br />

Carrying amount as at 31 December 2013 412,522 343,606 53,376 15,540<br />

Carrying amount as at 1 January 2014 412,522 343,606 53,376 15,540<br />

Acquisitions - - -<br />

Investments/Disposals 3,393 - (403) 3,796<br />

Dividends received (35,664) (30,326) (5,244) (94)<br />

Share of proftis 41,209 32,130 7,590 1,489<br />

Other movements 7,545 8,068 (516) (7)<br />

Carrying amount as at 31 December 2014 429,005 353,478 54,803 20,724<br />

Dividends received mainly comprise the water company Evides, several smaller joint ventures and<br />

associates in the field of energy generation that operate under tolling agreements with DELTA, grids<br />

and waste processing.<br />

Other movements mainly comprise a change in shareholders’ equity of a joint venture and the payments<br />

made into SET (Sustainable Energy Technology) Fund C.V. and SET Fund II C.V., and changes in their<br />

value during the year.<br />

78


3.1 Joint ventures<br />

A summary of the information in the balance sheet and income statement relating to joint ventures<br />

(under IFRS, based on a 100% interest)<br />

EVIDES N.V.<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Current assets 68,188 68,096<br />

Non-current assets 1,026,690 1,025,661<br />

Current liabilities (178,537) (154,133)<br />

Non-current liabilities (460,533) (500,555)<br />

2014 2013<br />

Revenue 296,558 295,303<br />

Profit form continuing operations 60,731 56,802<br />

Profit from discontinued operations - -<br />

Profit for the year 60,731 56,802<br />

Other comprehensive income - -<br />

Total comprehensive income 60,731 56,802<br />

Dividend received by DELTA 22,400 23,550<br />

Abovementioned income statement consists among others of the following:<br />

Depreciation, amortisation and impairment 67,068 65,837<br />

External finance income/expenses 7,865 9,286<br />

Corporate income tax 1,573 1,321<br />

31-12-2014 31-12-2013<br />

Equity 455,808 439,069<br />

DELTA's interest 50% 50%<br />

Goodwill 95,502 95,502<br />

Carrying amount as at 323,406 315,037<br />

79


3.2 Associates<br />

A summary of the information in the balance sheet and income statement relating to associates<br />

(based on a 100% interest).<br />

AZN Holding B.V.<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Current assets 40,000 29,058<br />

Non-current assets 225,000 227,222<br />

Current liabilities (50,000) (38,514)<br />

Non-current liabilities (58,597) (79,213)<br />

2014 2013<br />

Revenue 125,251 140,000<br />

Profit form continuing operations 21,582 24,148<br />

Profit from discontinued operations - -<br />

Profit for the year 21,582 24,148<br />

Other comprehensive income - -<br />

Total comprehensive income 21,582 24,148<br />

Dividend received by DELTA 1,721 2,341<br />

31-12-2014 31-12-2013<br />

Equity 156,403 138,553<br />

DELTA's interest 20% 20%<br />

Goodwill - -<br />

Other 8,219 11,861<br />

Carrying amount as at 39,500 39,572<br />

IHM cvba<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Current assets 10,038 10,032<br />

Non-current assets 30,984 30,379<br />

Current liabilities (1,836) (1,999)<br />

Non-current liabilities (4,779) (6,765)<br />

2014 2013<br />

Revenue 8,044 8,130<br />

Profit form continuing operations 1,837 1,421<br />

Profit from discontinued operations - -<br />

Profit for the year 1,837 1,421<br />

Other comprehensive income - -<br />

Total comprehensive income 1,837 1,421<br />

Dividend received by DELTA 309 457<br />

31-12-2014 31-12-2013<br />

Equity 34,407 31,647<br />

DELTA's interest 30% 30%<br />

Goodwill - -<br />

Other (747) (11)<br />

Carrying amount as at 9,575 9,483<br />

81


Other associates<br />

(Bedragen x EUR 1.000) 31-12-2014 31-12-2013<br />

Profit from continuing operations attributable to DELTA N.V. 2,723 3,628<br />

Profit from discontinued operations attributable to DELTA N.V. - -<br />

Other comprehensive income attributable to DELTA N.V. - -<br />

Total comprehensive income attributable to DELTA N.V. 2,723 3,628<br />

Total carrying amount as at 5,728 4,321<br />

3.3 Other investments<br />

All entities presented as other investments are included in the list of non-consolidated companies.<br />

In 2007, as part of the Borssele Agreement, DELTA (with DELTA Investeringsmaatschappij B.V. acting<br />

as limited partner) and Essent (now an RWE company) set up the Sustainable Energy Technology Fund<br />

(SET-Fund I C.V.). Both partners own a 50% interest in the partnership.<br />

Given the Fund’s articles of association and the change in ownership interests in N.V. EPZ, a new fund<br />

(SET-Fund II C.V.) was launched on 23 December 2011. DELTA owned a 69.65% interest and Essent<br />

(RWE) a 29.85% interest in SET Fund II C.V.'s initial share capital. In view of the limited degree of<br />

control, the investments in both entities are classified as financial instruments and stated at fair value.<br />

Due in part to the entry of a new limited partner, DELTA's interest in SET Fund II C.V. (with DELTA<br />

Investeringsmaatschappij B.V. acting as a limited partner) stood at 54.22% as at 31 December 2014.<br />

3.4 Transactions with related parties<br />

Transactions with related parties are recognised if the value of the related party is material to DELTA’s<br />

financial information and sales and purchase transactions, receivables and payables, and loans granted<br />

involve at least EUR 5 million. Transactions with Elsta B.V. are based on tolling agreements (cost-plus<br />

method). Other transactions are at arm’s length.<br />

No provision for bad debts is recognised for amounts owed by related parties because there is no need<br />

to do so. Although DELTA’s shareholders (provincial and municipal authorities) are related parties, no<br />

material transactions are conducted between DELTA and its shareholders. The remuneration paid to<br />

the Executive Board and Supervisory Board is shown within staff costs and other operating expenses.<br />

(EUR 1,000)<br />

Elsta B.V & Co C.V. 24.75%<br />

Elsta B.V. 25.00%<br />

Sales Purchases Trade receivables Trade payables Loans granted Interest<br />

Loans<br />

%<br />

Interest 2014 2013 2014 2013 31-12-2014 31-12-2013 31-12-2014 31-12-2013 31-12-2014 31-12-2013 2014 2013 31-12-2014 31-12-2013<br />

- - 25,318 25,315 -<br />

12 141 2,664 - -<br />

- -<br />

- -<br />

BMC Moerdijk B.V. 50.00% 1,864 1,767 5,567 5,829 266 136 1,054 1,000 12,564 12,703 996 1,275 - -<br />

Zebra Gasnetw erk B.V. 33.33% - - 408 495 - - 35 9 - - - - - -<br />

IHM cvba 30.00% 982 983 315 401 283 379 15 150 - - - - - -<br />

Vlaamse Milieu Holding N.V. na - - - - - - - - - - - - 20,000 20,000<br />

Evides N.V. 50.00% - - - - - - - - - - - - - -<br />

Totaal 38,324 39,023 32,094 32,374 549 3,735 9,761 7,975 12,564 12,703 996 1,275 20,000 20,000<br />

82


3.5 Consolidated company with a significant minority interest (based on a 100% interest)<br />

Indaver Deutschland GmbH<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Current assets 34,329 34,690<br />

Non-current assets 195,297 209,037<br />

Current liabilities (38,633) (37,303)<br />

Non-current liablities (106,551) (113,846)<br />

Equity attributable to DELTA N.V. 43,065 47,273<br />

Equity attributable to non-controlling interests 41,377 45,305<br />

2014 2013<br />

Revenue 141,865 131,916<br />

Costs (148,184) (136,537)<br />

Profit for the year (6,319) (4,621)<br />

Profit attributable to DELTA N.V. (3,223) (2,359)<br />

Profit attributable to non-controlling interests (3,096) (2,262)<br />

Profit for the year (6,319) (4,621)<br />

Other comprehensive income attributable to DELTA N.V. (927) (10)<br />

Other comprehensive income attributable to non-controlling interests (890) (9)<br />

Other comprehensive income (1,817) (19)<br />

Total comprehensive income attributable to DELTA N.V. (4,150) (2,369)<br />

Total comprehensive income attributable to non-controlling interests (3,986) (2,271)<br />

Total comprehensive income (8,136) (4,640)<br />

Dividend paid to non-controlling interests - -<br />

Cash flow from operating activities 13,636 15,987<br />

Cash flow from investing activities (5,971) (6,739)<br />

Cash flow from financing activities (10,369) (4,948)<br />

Evolvement cash position during the year (2,704) 4,300<br />

83


4. Other financial assets<br />

Total Loans to joint Deferred tax Other<br />

ventures and asset financial<br />

(EUR 1,000) associates etc. assets<br />

Carrying amount as at 1 January 2013 181,727 14,352 89,094 78,281<br />

Reversal of current portion 4,025 3,985 - 40<br />

New loans 11,702 1,257 - 10,445<br />

Results (7,368) - (9,351) 1,983<br />

Repayments (3,342) (2,643) - (699)<br />

Transferred to equity as hedge reserve (235) - (235) -<br />

Other movements 10,988 - 11,163 (175)<br />

Carrying amount as at 31 December 2013 197,497 16,951 90,671 89,875<br />

Current portion of financial assets (1,735) (1,585) - (150)<br />

Carrying amount as at 1 January 2014 (long term) 195,762 15,366 90,671 89,725<br />

Reversal of current portion 1,735 1,585 - 150<br />

New loans 10,586 184 - 10,402<br />

Results 7,016 - (2,368) 9,384<br />

Repayments (2,555) (1,565) (990)<br />

Transferred to equity as hedge reserve 2,693 - 2,693 -<br />

Other movements 600 (1) - 601<br />

Carrying amount as at 31 December 2014 215,837 15,569 90,996 109,272<br />

Current portion of financial assets (1,310) (1,300) - (10)<br />

Carrying amount as at 31 December 2014 (long term) 214,527 14,269 90,996 109,262<br />

4.1 Loans to joint ventures, associates etc.<br />

These comprise loans to joint ventures, associates and other investments. Loans are stated at face<br />

value. Subordinated loans amount to EUR 12.5 million.<br />

At year-end 2014, the weighted average interest rate was 6.9% (2013: 6.9%).<br />

4.2 Deferred tax assets<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Intangible assets and property, plant and equipment 28,547 29,419<br />

Financial assets 6,570 6,352<br />

Provisions 17,030 18,986<br />

Unutilised tax losses 29,182 27,177<br />

Hedge reserve pursuant to IAS39/derivatives 11,474 8,723<br />

Other (1,807) 14<br />

Total deferred tax asset 90,996 90,671<br />

The deferred tax asset relating to intangible assets and property, plant and equipment largely arises<br />

from differences between the tax bases and carrying amounts for reporting purposes of assets as at 1<br />

January 1998 (the opening balance sheet for tax purposes for DELTA N.V.)<br />

The deferred tax asset relating to provisions arises from liabilities recognised in the financial statements<br />

which are either not recognised or recognised in a different manner for tax purposes. In all cases, these<br />

are temporary differences which will be reflected in the effective tax rate in the coming years.<br />

84


A deferred tax asset is also recognised for unused tax losses that are expected to be offsettable in the<br />

coming years. The losses are attributable mainly to DELTA N.V. and arose during the period when the<br />

DELTA N.V. fiscal unity comprised all of its Dutch-based wholly-owned subsidiaries.<br />

The deferred tax asset for unused tax losses is measured annually and recognised if it is expected that<br />

the losses can be set off against future taxable profits. On 1 January 2014 (previously 31 December<br />

2013), after consulting the Dutch Tax and Customs Administration, DELTA N.V. formed a fiscal unity for<br />

corporate income tax purposes only with its grid operation subsidiary. Profits made by the grid business<br />

can be set off against losses incurred in the past and attributable to DELTA N.V. Taking into account<br />

known differences between the commercial profit and taxable profit calculations, an estimate was made<br />

of future losses offsettable within the statutory period. A mandatory separation of the grid operations<br />

under the Independent Grid Management Act (Wet Onafhankelijk Netbeheer) could affect the valuation<br />

of this deferred tax asset.<br />

Since 2006, a hedge reserve for unrealised fair value gains or losses on derivatives and trading<br />

contracts has been recognised in compliance with IAS 39/32. A deferred tax asset is recognised for<br />

unrealised fair value gains or losses. At year-end 2014, the hedge reserve was negative (hence an<br />

asset), resulting in a deferred tax asset.<br />

At 31 December 2014, no deferred tax asset was recognised for EUR 118 million in tax loss<br />

carryforwards due to uncertainty over whether and when the unused tax losses or unused tax credits<br />

might be utilised (in the Netherlands or abroad). EUR 34 million in unused tax losses will expire within 5<br />

years. The remaining losses have a carry-forward period of more than five years.<br />

4.3 Other financial assets<br />

At 31 December 2014, other financial assets mainly comprised prepayments. Other financial noncurrent<br />

assets also include the Foundation that provides the financial security required by the Nuclear<br />

Energy Act to ensure the presence of sufficient funds to dismantle the nuclear power station after its<br />

expected closure date. Keeping the money in a separate foundation covers the risk of the available<br />

funds being part of the assets of the permit holder in the event of the company going into liquidation.<br />

85


5. Derivatives and risk management<br />

DELTA is involved in gas, electricity, coal, oil, emission and currency trading contracts for the current<br />

calendar year and the following four years. DELTA considers the markets for these commodities to be<br />

liquid over this time horizon because reliable prices are available from brokers, markets, and data<br />

providers. The fair value of commodity contracts is calculated on the basis of these published prices; no<br />

in-house valuation models are used. The monthly, quarterly and annual prices published are adjusted<br />

only to reconcile them with the relative periods in the trade systems.<br />

DELTA uses derivatives, such as interest rate swaps, to hedge its interest rate risk exposure. These<br />

swaps allow a floating rate to be exchanged for a fixed rate.<br />

This section covers the following topics:<br />

5.1 Derivatives<br />

5.1.1 Relationships of derivatives in the financial statements<br />

5.1.2 Derivatives position<br />

5.1.3 Changes in the hedge reserve<br />

5.1.4 Hierarchy of financial instruments<br />

5.2 Risk management<br />

5.2.1 Risk management<br />

5.2.2 Market risks<br />

5.2.3 Liquidity risk<br />

5.2.4 Credit risk<br />

5.1 Derivatives<br />

5.1.1 Relationships of derivatives in the financial statements 2014<br />

(EUR 1,000)<br />

Derivatives on the balance sheet (see 5.1.2)<br />

Assets<br />

2014<br />

Balance of derivatives<br />

Assets<br />

2013<br />

Liabilities<br />

2014<br />

Liabilities<br />

2013<br />

Change in<br />

2014, assets<br />

Non-current assets 78,679 88,080 (9,401)<br />

Current assets 187,655 141,856 45,799<br />

266,334 229,936 36,398<br />

Changes in derivatives<br />

Change in<br />

2013, liabilities<br />

Non-current liabilities 133,806 115,839 17,967<br />

Current liabilities 223,978 160,555 63,423<br />

357,784 276,394 81,390<br />

Other balance sheet items relating to derivatives<br />

Hedge reserve (see 5.1.3) (79,978) (34,657) (45,321)<br />

Deferred tax (see 5.1.3) 11474 8723 264 (3,192) 2751 3,456<br />

Non-controlling interest connected with swaps (see 5.1.3) (174) (556) 382<br />

Subtotal 11,474 8,723 (79,888) (38,405) 2,751 (41,483)<br />

-<br />

Purchase of interest rate derivatives by DNWB 1,439 2,250 (811)<br />

Changes in equity through profit or loss (1,436) (2,104) 668<br />

Fair value changes in equity through profit or loss (91) 524 (615)<br />

11,474 8,723 (79,976) (37,735) 2,751 (42,241)<br />

Total 277,808 238,659 277,808 238,659 39,149 39,149<br />

86


5.1.2 Derivatives position<br />

ASSETS<br />

(EUR 1,000)<br />

Non-current<br />

Current<br />

2013 2012 2013 2012<br />

Commodity contracts<br />

Gas 52,416 33,532 88,605 43,946<br />

Electricity 19,579 51,502 66,424 75,770<br />

Coal 148 - - 4,398<br />

Oil - - - 2,981<br />

Other 8 - 3,578 -<br />

Other derivatives<br />

Foreign exchange contracts 6,520 2,827 29,010 14,715<br />

Interest rate swaps 8 219 38 46<br />

Total 78,679 88,080 187,655 141,856<br />

(EUR 1,000)<br />

LIABILITIES<br />

NET<br />

Non-current<br />

Current<br />

2013 2012 2013 2012 2013 2012<br />

Commodity contracts<br />

Gas (55,374) (30,577) (114,912) (50,923) (29,265) (4,022)<br />

Electricity (27,853) (47,898) (59,128) (64,146) (978) 15,228<br />

Coal - (2,337) (17,008) (13,285) (16,860) (11,224)<br />

Oil (175) - (243) (84) (418) 2,897<br />

Other - (1,239) - (7,261) 3,586 (8,500)<br />

Other derivatives<br />

Foreign exchange contracts (11,886) (6,886) (25,529) (17,408) (1,885) (6,752)<br />

Interest rate swaps (38,518) (26,902) (7,158) (7,448) (45,630) (34,085)<br />

Total (133,806) (115,839) (223,978) (160,555) (91,450) (46,458)<br />

A loss of EUR 44.2 million (2013: gain of EUR 0.2 million) on these contracts is recognised in the hedge<br />

reserve.<br />

87


5.1.2a Offsetting financial assets<br />

(EUR 1,000)<br />

Assets<br />

Non-current assets<br />

Current assets<br />

Gross amount Offsetting Net amount Gross amount Offsetting Net amount<br />

Commodity contracts<br />

Gas 117,729 65,313 52,416 550,816 462,211 88,605<br />

Electricity 136,038 116,459 19,579 541,913 475,489 66,424<br />

Coal 523 375 148 45,651 45,651 -<br />

Oil 2,141 2,141 - 16,204 16,204 -<br />

Other 8 - 8 6,429 2,851 3,578<br />

Other derivatives<br />

Foreign exchange contracts 6,520 - 6,520 29,010 - 29,010<br />

Interest rate swaps 8 - 8 38 - 38<br />

Total 262,967 184,288 78,679 1,190,061 1,002,406 187,655<br />

5.1.2b Offsetting financial liabilities<br />

(EUR 1,000)<br />

Liabilities<br />

Non-current liabilities<br />

Current liabilities<br />

Gross amount Offsetting Net amount Gross amount Offsetting Net amount<br />

Commodity contracts<br />

Gas (120,687) (65,313) (55,374) (577,124) (462,212) (114,912)<br />

Electricity (144,311) (116,458) (27,853) (534,617) (475,489) (59,128)<br />

Coal (376) (376) - (62,659) (45,651) (17,008)<br />

Oil (2,316) (2,141) (175) (16,446) (16,203) (243)<br />

Other - - - (2,851) (2,851) -<br />

Other derivatives<br />

Foreign exchange contracts (11,886) - (11,886) (25,529) - (25,529)<br />

Interest rate swaps (38,518) - (38,518) (7,158) - (7,158)<br />

Total (318,094) (184,288) (133,806) (1,226,384) (1,002,406) (223,978)<br />

88


5.1.3 Changes in the hedge reserve<br />

Changes in the fair value of derivatives after tax of the following derivatives are included in the hedge<br />

reserve. This reserve is not freely distributable. Movements in the hedge reserve in the past two years<br />

are presented below.<br />

(EUR 1,000)<br />

Commodity contracten<br />

Gas Electricity Coal Oil CO 2 Exchange<br />

Foreign<br />

Total<br />

Swaps<br />

Interest<br />

rate<br />

swaps<br />

Total<br />

2013<br />

Hedge reserve 1-1-2013 (gross) (11,133) 18,997 (6,840) 6,012 (18,532) 11,225 (271) (47,008) (47,279)<br />

Changes in 2013<br />

Recognised directly in equity 1,994 33 (9,818) 2,060 (1,563) (7,443) (14,737) 22,011 7,274<br />

Released to income 1,872 (5,287) 6,718 (5,844) 10,811 (6,158) 2,112 (9,235) (7,123)<br />

Total changes 2013 3,866 (5,254) (3,100) (3,784) 9,248 (13,601) (12,625) 12,776 151<br />

Hedge reserve 31-12-2013 (gross) (7,267) 13,743 (9,940) 2,228 (9,284) (2,376) (12,896) (34,232) (47,128)<br />

Deferred tax 1,817 (3,438) 2,485 (557) 2,321 594 3,222 8,693 11,915<br />

Non-controlling interest - (5) - - - - (5) 561 555<br />

Hedge reserve at 31-12-2013 (5,450) 10,300 (7,455) 1,671 (6,963) (1,782) (9,679) (24,978) (34,658)<br />

2014<br />

Hedge reserve 1-1-2014 (gross) (7,267) 13,743 (9,940) 2,228 (9,284) (2,376) (12,896) (34,232) (47,128)<br />

Changes in 2014<br />

Recognised directly in equity (42,494) (6,321) (13,985) - 4,293 11,957 (46,550) (18,804) (65,354)<br />

Released to income 7,463 (7,919) 7,232 (2,228) 7,711 1,458 13,717 7,403 21,120<br />

Total changes 2014 (35,031) (14,240) (6,753) (2,228) 12,004 13,415 (32,833) (11,401) (44,234)<br />

Hedge reserve 31-12-2014 (gross) (42,298) (497) (16,693) - 2,720 11,039 (45,729) (45,633) (91,362)<br />

Deferred tax - (264) - - - - (264) 11,474 11,210<br />

Non-controlling interest - (128) - - - - (128) 302 174<br />

Hedge reserve at 31-12-2014 (42,298) (889) (16,693) - 2,720 11,039 (46,121) (33,857) (79,978)<br />

89


The composition of the hedge reserve in relation to commodities, on a gross basis, at year-end 2014 is<br />

attributable to the years ahead as follows:<br />

Commodities hedge reserve (on a gross basis)<br />

COMMODITY CONTRACTS<br />

(EUR 1,000) Gas Electricity Coal Oil CO 2 Exchange<br />

Foreign<br />

Total<br />

2015 (29,913) 3,967 (16,693) - 2,711 10,644 (29,284)<br />

2016 (8,417) (4,514) - 9 314 (12,608)<br />

2017 (3,968) 142 - - - 81 (3,745)<br />

2018 - (92) - - - - (92)<br />

Total (42,298) (497) (16,693) - 2,720 11,039 (45,729)<br />

The release from the hedge reserve to profit or loss is shown within gross operating margin.<br />

The timing of expected cash flows does not always coincide with their recognition in the income<br />

statement. This is because some hedges have a ‘timing effect.’ This is the case, for example, with the<br />

majority of gas hedges, in which the gas price for the first quarter of a year can be determined on the<br />

basis of the average oil price over the six months preceding that quarter. The value of the swaps used<br />

in such a hedging relationship, settlement of which takes place in the six months preceding the quarter<br />

in which delivery is made, is recognised in the hedge reserve up to the beginning of the delivery quarter,<br />

with the gain or loss being recognised in profit or loss in the first quarter of delivery. The maximum time<br />

lag on contracts in a hedging relationship is nine months.<br />

During the year, no hedging relationships were discontinued on the basis that an expected transaction<br />

did not go ahead.<br />

5.1.4 Hierarchy of financial instruments<br />

Financial instruments are all recurring valuations, measured at fair value, and classified according to the<br />

following hierarchy as required by IFRS 13 Fair Value Measurement:<br />

Level 1: Level 1 inputs are (unadjusted) prices quoted on active markets for identical assets or liabilities<br />

that the entity can access at the measurement date.<br />

Level 2: Level 2 inputs are inputs other than quoted market prices included within Level 1 that are<br />

observable for the asset or liability, either directly or indirectly.<br />

Level 2 inputs include:<br />

a) Quoted prices for similar assets or liabilities in active markets;<br />

b) Quoted prices for identical or similar assets or liabilities in markets that are not active;<br />

c) Inputs other than quoted prices that are observable for the asset or liability in question, for<br />

example: i) Interest rates and yield curves that are published on a regular basis<br />

ii) Implied volatilities and iii) credit spreads (differences in interest rates); d) Market-corroborated<br />

inputs.<br />

Level 3: Level 3 inputs are unobservable inputs for the asset or liability.<br />

90


Assets and liabilities measured at fair value<br />

(EUR 1,000)<br />

FAIR VALUE HIERARCHY<br />

Total as at 31<br />

December Level 1: Level 2: Level 3:<br />

2014 2013 2014 2013 2014 2013 2014 2013<br />

Assets<br />

Derivatives 266,334 229,936 - - 266,334 229,936 - -<br />

Part of other investments and other<br />

financial assets 120,221 95,566 100,929 81,236 - - 19,292 14,330<br />

Total assets 386,555 325,502 100,929 81,236 266,334 229,936 19,292 14,330<br />

Equity and liabilities<br />

Derivatives 357,784 276,394 - - 357,784 276,394 - -<br />

Put options 138,732 156,905 - - - - 138,732 156,905<br />

Total equity and liabilities 496,516 433,299 - - 357,784 276,394 138,732 156,905<br />

Movements in ‘Part of other investments and other financial assets’ in 2014 comprised EUR 24.7<br />

million, EUR 14.6 million of which related to investments/new receivables, and EUR 10.1 million<br />

concerned a gain.<br />

Other investments comprised, inter alia, the share interest in SET Fund C.V. and SET Fund II C.V. (see<br />

also note 3.3).<br />

Other financial assets comprised , inter alia, the Foundation for managing the funds for dismantling the<br />

Borssele nuclear power station (see also note 4.3).<br />

The fair values are based on:<br />

Measurements in accordance with the International Private Equity and Venture Capital Valuation<br />

Guidelines issued by International Private Equity and Venture Capital (IPEVC) and approved by the<br />

European Private Equity and Venture Capital Association (EVCA);<br />

Specially established asset funds with their own market value per unit.<br />

<br />

A reclassification from level 3 to level 1 occurred on the basis of additional information in 2014. The<br />

reclassification was also applied to the comparatives for 2013. Several assets shown within other<br />

financial non-current assets are measured on the basis of quoted prices in active markets, and hence<br />

are categorised into level 1.<br />

Put options<br />

Put options were granted to minority shareholders in connection with the Indaver acquisition in 2007.<br />

The put options are exercisable in 2015.<br />

The share of the company’s profit attributable to non-controlling interests in Indaver is added to the<br />

obligations relating to the put options.<br />

In view of the agreement reached with Katoen Natie on the sale of DELTA’s 75% share interest in<br />

Indaver, the put option was valued at the price agreed for the 75% interest at 31 December 2014 (see<br />

also 1B Post-balance sheet events that are material to the financial statements 2014)<br />

5.2 Risk management<br />

5.2.1 Risk management<br />

DELTA is involved in international gas and electricity trading. Prices on these international markets<br />

fluctuate strongly. DELTA uses financial instruments to mitigate commodity, foreign exchange, interest<br />

rate, liquidity and credit risks, subject to the conditions laid down in the Risk Policy Document and<br />

Treasury Charter.<br />

Under the auspices of the Executive Board, the Risk Management Committee has put in place general<br />

procedures and limits and is responsible for ensuring that DELTA’s energy trading and sales activities<br />

remain within the defined risk margins.<br />

The following paragraphs describe the different types of risk and the way in which DELTA manages the<br />

related exposures.<br />

91


5.2.2 Market risks<br />

5.2.2.1 Commodity price risk<br />

Market risks arise from price movements in the markets where DELTA buys and sells (gas, electricity,<br />

coal, oil, emission allowances, currencies, transmission capacity, imports/exports capacity, etc.). It is<br />

DELTA’s policy to mitigate the impact of price movements in the short term and track prevailing market<br />

prices in the long term. For systematic risk control purposes, asset allocations and positions are<br />

determined on the basis of expected price developments. These positions are monitored on a daily<br />

basis. Trading risks are mitigated by strictly enforcing a system of limits.<br />

5.2.2.2 Value-at-Risk<br />

DELTA uses the Value-at-Risk (VaR) method to calculate and assess market risks on its commodity<br />

markets. This method involves using various assumptions regarding possible changes in market<br />

conditions. The VaR method is an important tool to assess the company’s exposure to market risk. VaR<br />

identifies the maximum portfolio losses likely to be incurred as a result of price changes over a threeday<br />

period with a confidence level of 95% (i.e. in 5% of cases the portfolio losses may exceed the VaR<br />

limit). VaR is calculated using Monte Carlo simulations based on historical volatilities and correlations.<br />

Because portfolios include opposing positions and there is an underlying correlation, the VaR of the<br />

total portfolio is smaller than the sum of sub-portfolio VaRs.<br />

Value at Risk<br />

(EUR 1,000)<br />

Value at Risk<br />

31-12-2013 31-12-2012<br />

Asset Book 6,193 8,539<br />

Trade Books 994 1,137<br />

Diversification over Books (1,553) (1,837)<br />

Total 5,634 7,839<br />

VaR is an important tool for DELTA to manage its portfolios and it is therefore calculated and<br />

reported on a daily basis. Although the VaRs for the Asset Book and total portfolio are reported on<br />

a daily basis, they are not used as a management parameter. The Asset Book is hedged on the<br />

basis of a predetermined disposal schedule to establish average market value. Variations from the<br />

disposal schedule fall within the Trade Books, for which VaR is the key measure of risk.<br />

5.2.2.3 Cash flow hedges<br />

DELTA uses financial instruments to minimise fluctuations in expected cash flows. The company<br />

uses derivatives, including forward contracts, options and swaps, to control the effects of future<br />

changes in market prices. These hedging instruments are derivatives of commodities traded by<br />

DELTA and they are entered into to mitigate cash flow, price and currency risks. Hedge accounting<br />

is applied to cushion the total change in value of these derivatives.<br />

To the extent permitted, DELTA accounts for these financial instruments and the physical purchase<br />

and sale contracts in a cash flow hedge in accordance with IAS 39. The hedged item is the future<br />

purchase transaction (power stations, long-term sourcing) or sales transaction for gas or electricity.<br />

92


Cash<br />

Cash<br />

flow<br />

flow<br />

hegdges<br />

hedges<br />

electricity and fuel<br />

(EUR 1,000)<br />

AMOUNT AT FAIR VALUE<br />

2014 2015 2016 2017<br />

2018 and<br />

beyond<br />

Total<br />

Average<br />

price<br />

Contract<br />

value<br />

Gas forwards (28,416) (9,849) (4,243) - (42,508) 0.249 (254,139)<br />

Electricity forwards 2,310 (3,831) 206 (177) (1,492) 44.551 (105,051)<br />

Coal swaps (16,747) - (16,747) 72.227 (67,604)<br />

Oil swaps - -<br />

CO 2- forwards 1,965 8 - 1,973 6.552 (16,459)<br />

Currency swaps 9,966 414 178 - 10,558 0.893 (109,673)<br />

Total (30,922) (13,258) (3,859) (177.00) (48,216)<br />

2013 2014 2015 2016<br />

2017 and<br />

beyond<br />

Total<br />

Average<br />

price<br />

Contract<br />

value<br />

Gas forwards (8,752) (15) 163 - (8,605) 0.266 (226,135)<br />

Electricity forwards 6,887 3,252 577 - 10,716 48.395 (460)<br />

Coal swaps (9,264) (2,183) - - (11,447) 68.622 (100,669)<br />

Oil swaps 2,981 - - - 2,981 626.694 (33,841)<br />

CO 2- forwards (4,565) (2,649) - - (7,214) 6.832 (27,219)<br />

Currency swaps 1,525 (871) - - 654 0.899 (263,676)<br />

Total (11,189) (2,466) 740 - (12,914)<br />

The hedge reserve comprises value changes in derivatives in the period in which they are included in<br />

an effective hedging relationship. Derivatives shown in the analysis of cash flow hedges comprise<br />

derivatives that were part of a hedging relationship as at the balance sheet date.<br />

A mismatch occurs because:<br />

the analysis of cash flow hedges also includes the ineffective portion of the hedging instrument;<br />

the gains and losses on the hedging instruments entered into to form a hedging relationship are<br />

also included in the analysis of cash flow hedges;<br />

the hedge reserve also includes the gains and losses on hedging instruments that were part of a<br />

hedging relationship in the past but were no longer included in a hedging relationship at the end of<br />

the financial year.<br />

The amounts recognised in the hedge reserve take account of the date on which an instrument was<br />

designated as part of a hedging relationship, which may be different from the date of the associated<br />

trade. In addition, the hedge reserve comprises only the effective portion of the total fair value of<br />

hedging instruments recognised in the hedge reserve.<br />

5.2.2.4 Currency risk<br />

Currency risk is the risk that the value of assets will change due to movements in foreign exchange<br />

rates. DELTA’s risk policy is to hedge currency risks associated with positions denominated in foreign<br />

currencies. To hedge this risk, the company uses financial instruments (forward contracts) to minimise<br />

fluctuations in expected cash flows. Currency positions arising from commodity and other contracts are<br />

reported to the Treasury department on a daily basis to be hedged at group level. Currency risk limits<br />

are set periodically in consultation with the Risk Management Committee and are monitored by the<br />

Treasury department.<br />

The following exchange rates against the euro were used to convert currency positions as shown in the<br />

balance sheet:<br />

MIDDLE RATES 31-12-2014 31-12-2013<br />

US dollar 1.2153 1.3770<br />

Pound sterling 0.7797 0.8322<br />

93


5.2.2.5 Interest rate risk<br />

DELTA’s interest rate risk policy is to mitigate the effects of interest rate fluctuations. To hedge this risk,<br />

the company uses derivatives, including interest rate swaps.<br />

Hedged loans<br />

DELTA holds a number of interest rate swaps, all of which were effective at the balance sheet date.<br />

Sensitivity is measured by increasing or reducing the floating spot by 10%. Several of these interest-rate<br />

derivatives can be classified as option contracts, which qualify for the exemption referred to in IAS<br />

39.74. Changes in fair value are accounted for in the hedge reserve, with changes in the time value<br />

being recognised through profit or loss. The table shows the effects of a 10% increase and 10%<br />

decrease compared with the carrying amounts as at 31 December 2014. No Value-at-Risk (VaR) is<br />

calculated for interest rate derivatives.<br />

Sensitivity interest rate<br />

(EUR 1,000)<br />

10% increase<br />

Increase in value<br />

10% decrease<br />

Decrease in value<br />

Position as at 31 Value based on relative to carrying Value based on relative to carrying<br />

December<br />

yield curve<br />

amount<br />

yield curve<br />

amount<br />

2014 2013 2014 2013 2014 2013 2014 2013 2014 2013<br />

Derivatives<br />

Derivatives (45,630) (34,084) (44,798) (31,400) 832 2,684 (46,466) (36,768) (836) (2,684)<br />

Deferred tax on derivatives 11,474 8,693 11,266 8,014 (208) (679) 11,684 9,372 210 679<br />

Total (34,156) (25,391) (33,532) (23,386) 624 2,005 (34,782) (27,396) (626) (2,005)<br />

Interest rate swaps<br />

Hedge reserve 33,857 24,978 33,240 22,982 (617) (1,996) 34,476 26,972 619 1,994<br />

Non-controllig interest 302 561 295 536 (7) (25) 309 586 7 25<br />

Total 34,159 25,539 33,535 23,518 (624) (2,021) 34,785 27,558 626 2,019<br />

Gains and losses on swaps<br />

Total 1,436 2,104 1,436 2,118 0 14 1,436 2,088 0 (16)<br />

At 31 December 2014, interest-rate derivatives represented a loss. An upward movement in the yield<br />

curve will reduce this loss.<br />

The hedge reserve relating to interest-rate swaps as at 31 December 2014 constituted a debit item in<br />

equity. An upward movement in the yield curve will reduce the amount of this debit item.<br />

Unhedged loans<br />

If interest rates on unhedged variable-rate loans had been 10% higher or lower at 31 December 2014,<br />

with all other variables remaining constant, the profit or loss (before allowing for non-controlling<br />

interests) would have been EUR 0.5 million per annum lower or higher, respectively.<br />

5.2.3 Liquidity risk<br />

Liquidity risk is the risk that DELTA may have insufficient funds available to meet its liabilities.<br />

DELTA’s capital management policy focuses on centralising its cash management and borrowing and<br />

repayment operations at holding company level (DELTA N.V.) as much as possible. On the basis of its<br />

business plan, the company prepares an annual financing plan to give direction to the activities<br />

undertaken by DELTA N.V.'s Treasury department, and to determine the ratio of short-term to long-term<br />

debt. DELTA also ensures that it more than meets banking ratios and other ratios necessary to<br />

maintain its corporate credit rating and optimise working capital management. It also operates a very<br />

strict policy on issuing guarantees and assuming obligations that carry liquidity risk.<br />

In March 2013, DELTA refinanced its revolving credit facility for a period of five years to March 2018.<br />

The RCF amounts to EUR 450 million. The facility includes an accordion option that allows the principal<br />

to be increased by EUR 50 million. The RCF is partly a standby facility and partly to be used to finance<br />

working capital and absorb seasonal fluctuations. Investments in long-term assets are financed by longterm<br />

loans.<br />

94


In 2012, DELTA N.V. obtained EUR 180 million worth of long-term private loans, divided into tranches<br />

with different maturities. In December 2014, the term of one EUR 40 million tranche was extended to<br />

mid-2015 so as to keep the cash position at an appropriate level until it is certain that the sales<br />

proceeds of assets will be received in 2015.<br />

A number of DELTA Group companies have their own financing facilities, more specifically:<br />

1. Indaver has access to lines of credit to finance its working capital requirements.<br />

At year-end 2014, it had withdrawn EUR 170 million under its existing lines of credit;<br />

1. DELTA Netwerkbedrijf B.V. has had a separate line of credit since 2010. The amount of the<br />

financing remained unchanged at around EUR 150 million in 2014;<br />

2. Sloe Centrale B.V. has been financed through project funding. At year-end 2014, an amount of<br />

EUR 192 million was outstanding (based on a 50% share interest).<br />

DELTA saw its credit rating issued by Standard & Poor's downgraded to BBB with a negative outlook in<br />

2014. The downgrade was prompted by a deterioration of the company’s profile, driven in turn by the<br />

deteriorated outlook for the energy industry and adjustments to the regulatory frameworks for both the<br />

grid and water operations. Other reasons included adjustments to the system to allocate debt-related<br />

items, which led to an increase in the company’s debt position.<br />

To provide an insight into DELTA’s liquidity risk exposure, the following table presents the contractual<br />

maturities of its financial obligations:<br />

Contractual maturities of financial obligations as at 31 december 2014<br />

(EUR 1,000) < 1 year 1-5 years > 5 years Total<br />

Trade payables 313,626 - - 313,626<br />

Interest-bearing loans 260,049 321,667 134,685 716,401<br />

Derivatives 223,978 133,806 - 357,784<br />

Other 393,442 128,688 1,602 523,732<br />

Total 1,191,095 584,161 136,287 1,911,543<br />

Related interest payable 9,676 18,845 4,229 32,750<br />

Contractual maturities of financial obligations as at 31 december 2013<br />

(EUR 1,000) < 1 jaar 1-5 jaar > 5 jaar Totaal<br />

Trade payables 341,048 - - 341,048<br />

Interest-bearing loans 285,799 277,570 243,436 806,805<br />

Derivatives 160,555 115,839 - 276,394<br />

Other 278,371 286,696 1,658 566,725<br />

Total 1,065,773 680,105 245,094 1,990,972<br />

Related interest payable 11,033 26,239 5,581 42,853<br />

The contractual maturities of financial obligations reflect the expected outgoing cash flows relating to<br />

outstanding financial commitments as at the balance sheet date.<br />

Other contractual maturities mainly comprise deferred revenue, current taxation, and the Indaver put<br />

option.<br />

95


5.2.4 Credit risk<br />

Credit risk is the risk that a counterparty will default on its contractual obligations. In order to mitigate its<br />

credit risk exposure, DELTA has set credit limits for external counterparties. Its internal rating system<br />

sets a credit limit for each external counterparty. The system uses publicly available information about<br />

the companies or guarantors concerned (financial statements, credit ratings, etc.). If the external<br />

counterparty’s or guarantor’s credit rating is not, or no longer, investment grade, no additional credit risk<br />

will be accepted. In 2014, the last few outstanding positions involving a number of such counterparties<br />

were settled, reducing the number of external counterparties with ratings below investment grade<br />

compared with 2013.<br />

The chart below shows the percentage distribution of DELTA’s external counterparties by credit rating<br />

class at 31 December 2014:<br />

AA+ AA AA- A+ A A- BBB+ BBB BBB- BB+<br />

In addition to credit limits based on credit ratings, DELTA uses various other instruments to mitigate<br />

credit risk, including standard contracts and standard terms of business, market trading, end-user<br />

diversification, and additional collateral.<br />

The creditworthiness of end-users is determined on the basis of information from external data<br />

providers. As regards existing customers, their payment record is also taken into consideration when<br />

deciding whether or not to enter into a supply contract. DELTA has hedged its credit risk exposure to<br />

some corporate end-users through credit insurance.<br />

Additional collateral in the form of a bank guarantee, deposit or advance payment is requested where<br />

necessary.<br />

96


6. Inventories<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Raw materials 91,915 71,347<br />

CO 2 rights 1,204 -<br />

Consumables 5,975 5,883<br />

Finished products 3,836 6,241<br />

Goods for resale 4,389 4,582<br />

Total 107,319 88,053<br />

Less: Provision for obsolescence (1,001) (608)<br />

Total inventories 106,318 87,445<br />

97


7. Receivables<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Trade receivables 339,668 384,408<br />

Current tax assets 22,087 24,814<br />

Work in progress for third parties - 202<br />

Cash not available on demand 28,569 26,739<br />

Current portion of long-term loans granted 1,310 1,735<br />

Other receivables, prepayments and accrued income 18,555 24,082<br />

Total other receivables 48,434 52,556<br />

Total receivables (excluding derivates) 410,189 461,980<br />

Cash not available on demand comprises deposits relating to trading activities.<br />

A provision for possible bad debts totalling EUR 20.5 million (2013: EUR 20.1 million) is recognised for<br />

trade receivables.<br />

Aged analysis of trade receivables<br />

Age<br />

(in days)<br />

31-12-2014 31-12-2013<br />

< 30 319,022 364,254<br />

31-60 15,925 13,228<br />

61-90 4,038 2,966<br />

91-120 1,262 2,450<br />

> 120 19,872 21,593<br />

Total 360,119 404,491<br />

Bad debt provision (20,451) (20,083)<br />

Total trade receivables 339,668 384,408<br />

The


8. Cash<br />

Cash includes not only cash but also cash equivalents that can be converted into cash with no material<br />

risk of impairment.<br />

(EUR 1, 000) 31-12-2014 31-12-2013<br />

Deposits 87,022 77,130<br />

Cash / Bank 70,822 96,985<br />

Total cash 157,844 174,115<br />

The amounts placed on deposit become available within three months.<br />

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9. Provisions<br />

(EUR 1,000)<br />

Total<br />

Site<br />

reconstruction<br />

costs<br />

Unprofitable<br />

contracts<br />

Employee<br />

benefits<br />

Dismantling<br />

costs<br />

Other provisions<br />

Carrying amount as at 1 January 2013 567,666 68,990 119,008 5,742 213,543 160,383<br />

Reversal of current portion of provision 77,996 9,299 33,543 461 1,370 33,323<br />

Added 39,826 89 17,530 5,282 (328) 17,253<br />

Interest added 18,398 2,970 5,765 150 4,999 4,514<br />

Released (19,307) (44) (17,489) - (4) (1,770)<br />

Utilised (81,214) (1,238) (40,314) (784) - (38,878)<br />

Other movements 4,330 4,329 - - - 1<br />

Carrying amount as at 31 December 2013 607,695 84,395 118,043 10,851 219,580 174,826<br />

Current portion of provisions (85,430) (10,199) (29,033) (2,910) (1,664) (41,624)<br />

Carrying amount as at 31 December 2013 522,265 74,196 89,010 7,941 217,916 133,202<br />

Reversal of current portion of provision 85,430 10,199 29,033 2,910 1,664 41,624<br />

Added 51,201 30 13,261 10,927 (2,763) 29,746<br />

Interest added 21,091 2,715 4,352 154 9,747 4,123<br />

Released (9,213) - (7,491) (2,565) - 843<br />

Utilised (93,154) (7,339) (37,414) (1,257) (29) (47,115)<br />

Other movements (8,606) (8,047) - (89) - (470)<br />

Carrying amount as at 31 December 2014 569,014 71,754 90,751 18,021 226,535 161,953<br />

Current portion of provisions (64,855) (7,912) (38,108) (929) (10,225) (7,681)<br />

Carrying amount as at 31 December 2014 504,159 63,842 52,643 17,092 216,310 154,272<br />

The release of provisions scheduled within one year involving an amount of EUR 64.9 million (2013:<br />

EUR 85.4 million) is shown within current liabilities.<br />

Use of inflation expectations<br />

Provisions are measured using an expected annual inflation rate of 2%. The ECB’s policy is to achieve<br />

an annual inflation rate of 2% or just under 2%.<br />

Use of discount rates<br />

The description of provisions specifies the discount rate used for each type of provision. The discount<br />

rates used are based on IAS 37, which, under Measurement of provisions, stipulates that a pre-tax<br />

discount rate should be used that reflects the current market assessments of the time value of money<br />

and the risks specific to the liability. The discount rate should not factor in risks which are already<br />

factored into the estimate of future cash flows.<br />

The discount rate is based on market interest rates (from different sources), plus a mark-up that<br />

depends on the nature, duration, amount and profile of the provision and related cash flow.<br />

100


Provisions amounting to more than EUR 5 million are clarified below.<br />

Environmental costs<br />

Indaver recognises a provision for the capping and aftercare of its current landfill sites. An amount of<br />

approximately EUR 19.6 million is expected to be withdrawn from this provision over the next five years.<br />

The associated costs have been estimated by management using best estimates, based on existing<br />

technology and knowledge of technology developments. A discount rate of 4.0% (2013: 4.0%) was<br />

used.<br />

Indaver recognises a provision of EUR 1.9 million to cover expected costs due to contamination<br />

identified at certain sites.<br />

Unprofitable contracts<br />

In the light of current market prices for electricity (which are under pressure from economic<br />

developments in relation to available production capacity, on the one hand, and the rise in fuel prices<br />

due to growing global demand, on the other), several energy purchase/sales contracts made in the past<br />

are no longer profitable. A provision is therefore recognised for onerous contracts to cover the<br />

unprofitable part of some contracts. Withdrawals are made annually to offset the accumulated negative<br />

gross margin. Profits made by any of the production units involved are added to the provision annually<br />

because of the causal link between those profits and the recognition of the provision. Provisions are<br />

reviewed each year in the light of developments on the electricity and fuel markets, relevant legislation,<br />

and contractual agreements. Movements in electricity and fuel prices are based on the independent<br />

Pöyry mid-price curves.<br />

This provision was calculated at a discount rate of 4.25% (2013: 4.25%).<br />

The provision remaining at 31 December 2014 mainly comprises contracts with a joint operation and<br />

joint venture.<br />

As regards the gas portfolio, a separate review of related gas operations was conducted, given the<br />

strong correlation between the different assets and contracts. The main combined portfolio is the 'gas<br />

flex' portfolio, which consists of gas purchases (contracts and market trading) as fuel to generate power,<br />

and related transmission and storage capacity. The review also considered the assumed proceeds from<br />

gas-fired energy production (Sloe power plant). Movements in gas and electricity prices are based on<br />

the independent Pöyry mid-price curves. The costs of transmission (including the Zuid-Beveland<br />

pipeline) and storage capacity (Zuidwending) are based on long-term contractual arrangements. Other<br />

operations reviewed included the commercial gas customer operations, i.e. the combined heat and<br />

power systems and plants, to the extent that they are gas-fired and their main output is electricity.<br />

The review showed that there was no need to recognise a provision for unprofitable contracts for any of<br />

these (combined) operations.<br />

Employee benefits<br />

These provisions are recognised so as to be able to meet existing future financial obligations. Under the<br />

terms of the collective agreement, employees are paid long-service benefits. From the start date of<br />

employment, a provision is recognised for these benefits, based on past years of service, expected<br />

price and pay rises and probability of dismissals, invalidity and mortality rates. In addition, a provision is<br />

recognised in connection with transitional arrangements for IZA/IZR health insurance schemes (publicsector<br />

schemes) for former employees. These transitional arrangements were agreed with the unions in<br />

2006 and cover a period of ten years.<br />

The discount rate is 4.5% (2013: 4.5%). The discount rate remained unchanged because of the longterm<br />

nature of these obligations.<br />

This provision also covers liabilities relating to staff redundancies in connection with the closure of<br />

EPZ’s conventional power station on 31 December 2015. In 2014, the decision was made to launch a<br />

restructuring. As regards staff who cannot be relocated to jobs within the Group, their employment<br />

contracts will terminate on 1 January 2016.<br />

101


Negotiations about the details of a Social Plan were still ongoing as at the balance sheet date. The<br />

provision covers the expected costs of terminating the employment contracts, support and coaching<br />

expenses, and direct reorganisation costs.<br />

Demolition of energy generation units<br />

This provision covers the costs of future demolition of units once they stop operating. The expected<br />

ultimate demolition costs are based on the findings of periodic studies, allowing for price developments,<br />

recent insights, and an estimate of potential environmental impacts. The provision for the demolition of<br />

the nuclear power station is structured in such a way that demolition work on the nuclear power station<br />

can start as soon as it stops operating in 2034, in accordance with the arrangements made with central<br />

government under the Borssele Nuclear Power Station Agreement. The provisions are discounted using<br />

a discount rate of 4.5% (2013: 4.5%).<br />

Other provisions<br />

Other provisions comprise<br />

a provision for processing and storage costs. This provision covers current existing obligations. It is<br />

determined as the present value of the estimated future processing and storage costs, less the<br />

estimated present value of the residual products released in future and the net value of the amounts<br />

payable and receivable. The discount rate is 4.5% (2013: 4.5%).<br />

Pension liabilities<br />

Pension liabilities in the Netherlands<br />

Nearly all employees of DELTA Group’s Dutch-based operations are members of the ABP pension fund<br />

(Stichting Pensioenfonds ABP). The ABP plan is a multi-employer plan. The members bear nearly all of<br />

the actuarial and investment risks in the plan. Employers taking part in this plan have no obligation to<br />

make supplementary contributions in the event of a funding shortfall.<br />

Our obligations are limited to paying contributions as determined by the fund. The ABP Board of<br />

Trustees determines this contribution annually, based on its own data and with due observance of the<br />

parameters and requirements set by the regulator, the Dutch Central Bank (De Nederlandsche Bank).<br />

The obligation to pay contributions ensues from DELTA’s participation in the fund during the year and<br />

not from its participation in previous years. For reporting purposes, the ABP plan is classified as a<br />

defined contribution plan. The contributions are therefore recognised as an expense and no further<br />

explanatory notes are required.<br />

Pension liabilities abroad<br />

Indaver provides defined benefit plans for employees of the Indaver holding company and some of its<br />

subsidiaries that were part of the Indaver group before 1 July 2007. They involve two plans<br />

administered by different insurance companies. Indaver also operates unfunded defined benefit plans<br />

for the employees of Indaver Deutschland GmbH in Germany, largely without any assets being held in a<br />

separate fund or an insurance contract being signed for the purpose. Indaver provides defined<br />

contribution plans for new employees who joined the holding company and some of its Belgian-based<br />

subsidiaries after 1 July 2007, and for the employees of Indaver Ireland.<br />

On that basis, Indaver’s long-term pension liabilities were as follows:<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Pension liabilities 39,104 31,322<br />

Total pension liabilities 39,104 31,322<br />

In addition, an amount of EUR 0.8 million (2013: EUR 0.8 million) in pension liabilities for Indaver is<br />

shown within current liabilities.<br />

102


Retirement benefit provisions outside the Netherlands (Indaver)<br />

(EUR 1,000)<br />

31-12-2014 31-12-2013<br />

1 Net liability<br />

Belgium Germany Belgium Germany<br />

Present value of defined benefit obligation 46,667 20,149 38,416 16,792<br />

Fair value of plan assets (26,264) (1,923) (24,114) (1,549)<br />

Present value of net obligation 20,403 18,226 14,302 15,243<br />

Provision for taxes and social contributions * - - 1,968 -<br />

Defined benefit plan based on simplified actuarial calculation 1,187 74 457 190<br />

Net liability on the face of the balance sheet 21,590 18,300 16,727 15,433<br />

* From 2014 onw ards, provision for taxes and social contributions is not longer presented seperatly<br />

2 Movements in present value<br />

Defined benefit obligation at beginning of the year 40,151 16,792 32,835 15,594<br />

Current servies costs 2,507 342 2,264 316<br />

Interest costs 1,399 619 1,354 650<br />

Actuarial gains and losses 2,692 2,998 2,567 835<br />

Experience adjustments (2,847) (44) (653) (464)<br />

actuarial (gains)/losses from changes in demographic assumptions - (7) 627 -<br />

actuarial (gains)/losses from changes in financial assumptions 5,539 3,049 2,593 1,299<br />

Contributions by employees 280 - 282 -<br />

Costs paid (84) - (83) -<br />

Insurance premiums paid (324) - (306) -<br />

Benefits paid (2,100) (602) (497) (603)<br />

Net transfer in/out 2,208 - - -<br />

Curtailments and settlements (62) - - -<br />

Defined benefit obligation at end of year 46,667 20,149 38,416 16,792<br />

3 Movements in fair value<br />

Fair value of plan assets at beginning of year 23,881 1,549 21,352 1,427<br />

Return on plan assets 690 13 1,276 30<br />

expected return 927 60 938 62<br />

gain/(loss) (237) (47) 338 (32)<br />

Contributions by employer 2,139 365 2,090 92<br />

Contributions by employees 280 - 282 -<br />

Expenses paid (84) - (83) -<br />

Premiums paid (324) - (306) -<br />

Benefits paid (2,100) - (497) -<br />

Settlements (30) (4) - -<br />

Other 1,812 - - -<br />

Fair value of plan assets at end of year 26,264 1,923 24,114 1,549<br />

4 Retirement benefit costs<br />

Current services costs 2,507 342 2,264 315<br />

Net interest defined benefit liability 473 559 416 576<br />

Net benefit expense recognised in staff costs 2,980 901 2,680 891<br />

5 Actuarial valuation assumptions<br />

Employee benefit plan obligations<br />

Discount rate 2.75% 2.75% 3.75% 3.75%<br />

Future salary increase 3.50% 2.00% 3.50% 2.00%<br />

Medical costs trend rate 3.00% n/a 3.00% n/a<br />

6 Actual return on fund investments<br />

The actual return on fund investments in 2014 was EUR 0.7 million (2013: EUR 1.3 million)<br />

7 Sensitivity<br />

1% increase of:<br />

Discount rate (6,170) (3,064) (5,934) (2,366)<br />

Future salary increase 4,516 93 3,555 91<br />

Medical cost trend rate 488 n/a 349 n/a<br />

1% decrease of:<br />

Discount rate 7,559 3,988 5,281 3,036<br />

Future salary increase (3,946) (87) (4,739) (85)<br />

Medical cost trend rate (357) n/a (266) n/a<br />

103


10. Movements in long-term debt<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Carrying amount as at 1 January 688,202 701,149<br />

Loans drawn down 21,139 47,257<br />

Movements in cross-border leases 8 (367)<br />

Repayments (132,078) (59,837)<br />

577,271 688,202<br />

Current portion (67,318) (71,841)<br />

Long-term debt 509,953 616,361<br />

Long-term debt comprises amounts owed to credit institutions, EUR 122 million of which falls due after<br />

more than five years. At 31 December 2014, long-term debt carried an average rate of interest of 1.5%<br />

(2013: 1.7%). DELTA has EUR 450 million worth of corporate standby credit facilities with five banks.<br />

No security has been provided for these facilities.<br />

104


11. Other non-current liabilities<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Deferred tax liabilities 64,375 60,689<br />

Deferred revenue 84,880 87,381<br />

Indaver put option - 156,905<br />

Other non-current liabilities 43,007 41,673<br />

Total other non-current liabilities 192,262 346,648<br />

Deferred tax liabilities<br />

Deferred tax liabilities comprise valuation differences between the commercial balance sheet and tax<br />

balance sheet.<br />

Deferred tax liabilities arise mainly from past acquisitions. When a share interest is acquired, property,<br />

plant and equipment and intangible assets are stated at fair value. Fair-value adjustments are not<br />

allowed for tax purposes, necessitating the recognition of a deferred tax liability for fair value<br />

adjustments to the assets acquired. This tax liability decreases in proportion to the fair-value<br />

adjustments.<br />

A considerable part of deferred tax liabilities comprise property, plant and equipment and intangible<br />

assets relating to the DELTA Com B.V. fiscal unity. After consulting the Dutch Tax and Customs<br />

Administration, DELTA decided to transfer its production and supply operations to this fiscal unity as<br />

of 1 January 2014 (previously 31 December 2013). The fiscal unity’s (i.e. DELTA Com B.V.’s)<br />

deferred tax assets and liabilities are netted. In measuring net deferred tax liabilities, consideration<br />

was given to the extent to which the temporary differences would produce expected economic<br />

benefits and whether temporary differences would be settled net or simultaneously (partly in view of<br />

the statutory time limits on offsetting). Unlike in previous years, the joint valuation of deferred tax<br />

assets and liabilities by and within DELTA Com B.V. led to no deferred tax item being recognised for<br />

unrealised changes in the value of derivatives and trading contracts under IAS 39/32.<br />

Deferred tax liabilities comprised<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Intangible assets 1,813 2,347<br />

Property, plant and equipment 90,715 95,638<br />

FVA (116) -<br />

Other (28,037) (37,296)<br />

Total 64,375 60,689<br />

Deferred revenue<br />

Deferred revenue partly comprises payments already received for waste that still has to be processed<br />

by Indaver. In 2014 as well as 2013, contributions received from third parties for new investments led to<br />

an increase in deferred revenue from grid operations.<br />

Indaver put option<br />

In 2008, DELTA increased its share interest in Indaver to 75%. In connection with the Indaver<br />

acquisition in 2007, put options were granted to the minority shareholders. These options are<br />

exercisable in 2015, which is why the put option is shown within non-current liabilities as at 31<br />

December 2014.<br />

Other non-current liabilities<br />

These comprise N.V. EPZ’s liability for the costs of the final nuclear fuel load located in the reactor core<br />

when the nuclear power station comes to the end of its lifespan. The liability shown is based on the<br />

known nuclear fuel costs for the final fuel load at year-end 2014, and determined as the present value<br />

(at a discount rate of 4.5%) of the estimated future value of the remaining core, including reprocessing<br />

and storage costs.<br />

105


12. Current liabilities<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Trade payables 313,626 341,048<br />

Current tax liabilities 3,474 6,122<br />

Other current tax liabilities 86,154 94,426<br />

Deferred revenue 15,612 15,130<br />

Work in progress for third parties 147 -<br />

Current portion of provision 64,855 85,430<br />

Current portion of long-term debt 67,318 71,841<br />

Put option Indaver 138,732 -<br />

Accruals and deferred income 84,467 76,502<br />

Other current liabilites 290,517 148,343<br />

Bank borrowings 141,533 120,998<br />

Total current liabilities (excluding derivatives) 915,918 811,497<br />

Other current tax liabilities mainly comprise VAT payable. Current tax liabilities also comprise wage tax<br />

and social security contributions, corporate income tax, and energy taxes payable.<br />

In addition to other current liabilities and accruals and deferred income, current liabilities also include<br />

repayments on long-term loans and withdrawals from provisions scheduled for 2015.<br />

Indaver put option<br />

Put options were granted to the minority shareholders in connection with the Indaver acquisition in<br />

2007. The put options are exercisable in 2015.<br />

The share of the company’s profit attributable to non-controlling interests in Indaver is added to the<br />

obligations relating to the put options.<br />

In view of the agreement reached with Katoen Natie on the sale of DELTA’s 75% share interest in<br />

Indaver, the put option was valued at the price agreed for the 75% interest at 31 December 2014 (see<br />

also 1B Post-balance sheet events that are material to the financial statements 2014).<br />

106


Off-balance sheet assets and liabilities<br />

A summary of off-balance sheet assets and liabilities is given below, to the extent that they have an<br />

estimated (potential) impact on the profit or loss in excess of EUR 5 million.<br />

A. Operational<br />

Energy, energy production and commodities contracts<br />

DELTA’s risk management policy aims to actively control the risk exposures arising from its production<br />

assets and long-term procurement contracts. Positions arising from trading activities are controlled<br />

through a strictly enforced system of limits, using both financial and energy derivatives, including swaps,<br />

options and forwards. Sales contracts included in the portfolio comprise energy supplies to end-users<br />

and trading partners and associated financial instruments. As at the balance sheet date, sales contracts<br />

were worth EUR 1,411 million (2013: EUR 1,314 million).<br />

Procurement contracts included in the portfolio comprise production and purchase contracts with trading<br />

partners and associated contracts for financial instruments. As at the balance sheet date, procurement<br />

contracts were worth EUR 3,039 million (2013: EUR 3,329 million).<br />

Financial instruments are measured on the basis of market values, having regard to transactions<br />

entered into for purposes of physical commodities trading. Major contracts involve existing tolling<br />

liabilities for power stations, related fuel purchases, and gas transmission and storage capacity in the<br />

Netherlands. Loss-making tolling liabilities already provided for in the balance sheet at 31 December are<br />

not included in the liabilities referred to in this section.<br />

Long-term waste processing contracts<br />

Indaver has entered into various long-term contracts for processing waste. At 31 December 2014,<br />

commitments arising from these contracts amounted to EUR 32.1 million (2013: EUR 39.9 million).<br />

These commitments are covered by upfront payments as shown in the balance sheet. In some cases,<br />

clients were granted put options conferring the right to sell part of these rights back to Indaver. No<br />

liability is recognised for these put options because it is considered unlikely that they will be exercised.<br />

Investment commitments<br />

At 31 December 2014, the company’s financial commitments for capital projects under construction<br />

involved an amount of around EUR 55.9 million (2013: EUR 55.5 million).<br />

107


Borssele Agreement<br />

In 2006, an agreement was reached with central government to extend the service life of the nuclear<br />

power station until 2033. As part of the agreement, arrangements were also made in terms of the efforts<br />

which DELTA (and Essent) were to make to embrace and provide technical and financial support for<br />

new renewable energy developments. In addition to purchasing an interest in Sustainable Energy<br />

Technology (SET) Fund C.V., these commitments also comprise investments in additional innovative<br />

projects. In 2012, DELTA acquired an interest in Sustainable Energy Technology (SET) Fund II C.V.<br />

The remaining commitment relating to SET Fund II is EUR 6 million. There is also a re-investment<br />

commitment in relation to a future exit from both SET Funds.<br />

Stranded costs<br />

The Transitional Act for the Electricity Generation Industry (Overgangswet elektriciteitsproductiesector)<br />

came into force on 1 January 2001. Under Section 2 of the Act, Dutch power generation companies are<br />

jointly liable for the costs arising from, inter alia, contracts for gas and electricity imports entered into by<br />

NEA (formerly SEP). These stranded costs are allocated to the different power generation companies<br />

according to a formula adopted at the time by the Herkströter Commission. For EPZ, this comes down<br />

to a sizeable 28.5% share. In recent years, these stranded costs have largely been settled by<br />

commuting import contracts for the supply of electricity. Taking into account NEA’s remaining<br />

shareholders’ equity, the decision was made to continue current policy and not to recognise a provision<br />

for stranded costs.<br />

Cross-border lease on incineration plant<br />

On 17 August 1999, Indaver signed a cross-border lease with a U.S. investor for the use of lines 1 and<br />

2 at its incineration plant in Doel (Belgium). The initial lease term was 25.4 years, with the option to<br />

enter into a maintenance contract for a further 13 years. Under the terms of the lease, Indaver received<br />

USD 135 million on the start date of the lease, USD 129.4 million of which was placed on deposit.<br />

These deposits are hedged by institutions with a high credit rating.<br />

An additional bank guarantee was provided from a reputable bank. At 16 August 2014, the bank<br />

guarantee was USD 47.8 million. Cash collateral was provided in May 2009. At 31 December 2014, the<br />

cash collateral amounted to USD 21.5 million.<br />

B. Collateral and guarantees<br />

DELTA has issued and received financial collateral as security for transactions it has entered into:<br />

Collateral granted<br />

Term in years<br />

< 1 year 1 – 5 years > 5 years Total<br />

Collateral granted for associates and joint ventures 16,995 2,833 13,726 33,554<br />

Other collateral granded 32,737 8,785 98,542 140,064<br />

Total collateral granted 49,732 11,618 112,268 173,618<br />

Collateral received<br />

Term in years<br />

< 1 year 1 – 5 years > 5 years Total<br />

Collateral received for associates and joint ventures - - - -<br />

Other collatetal received 16,101 45,971 139,798 201,870<br />

Total collateral received 16,101 45,971 139,798 201,870<br />

108


Main collateral granted<br />

DELTA has issued guarantees to the Zeeland provincial authorities for financial obligations relating to<br />

the capping of the Koegorspolder and North and Central Zeeland landfill sites. These guarantees<br />

involve a total amount of EUR 22.3 million. Similarly, DELTA has issued EUR 24.6 million worth of<br />

guarantees to the Zuid-Holland provincial authorities for the costs of capping the Derde Merwedehaven<br />

landfill site in Dordrecht.<br />

Indaver has issued EUR 99.5 million worth of bank guarantees, EUR 50.9 million of which relating to the<br />

transport and treatment of waste streams and EUR 35.5 million to a cross-border lease previously<br />

entered into.<br />

Main collateral received<br />

Collateral received comprises EUR 172.8 million in bank and other guarantees received mainly in<br />

connection with DELTA’s trading activities.<br />

EPZ received 21.1 million (70% share) in collateral, mainly in connection with advance fuel payments.<br />

Indaver has received bank guarantees from customers and suppliers totalling EUR 8.0 million.<br />

C. Lawsuits and claims<br />

Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)<br />

The Dutch Minister of Transport approved the plans to split up energy companies on 2 December 2009.<br />

However, on 22 June 2010, the Hague Court of Appeal declared several sections of the Independent<br />

Grid Management Act to be non-binding. In the light of this judgment, the grid and supply operations<br />

were not split off, although the conditions stipulated by the Minister were complied with, where possible<br />

and necessary. The Dutch government took the case to the Supreme Court in an attempt to get the<br />

decision overturned. On 24 February 2012, the Supreme Court referred the case to the European Court<br />

of Justice in Luxembourg. On 14 January 2013, the parties presented their cases at a hearing before<br />

the ECJ. The ECJ issued its ruling on the questions presented in late 2013, after which the case was<br />

referred back to the Supreme Court. The Supreme Court has since adjourned its decision twice. It is<br />

now expected to hand down its decision on 26 June 2015.<br />

In recent years, DELTA has also been involved in two separate lawsuits filed by its former solar power<br />

business partners. The courts have found in favour of DELTA several times. However, our former<br />

partners continue pursuing their cases.<br />

109


Notes to the consolidated income statement<br />

13. Revenue<br />

(EUR 1,000) 2014 2013<br />

Electricity supply 881,981 970,030<br />

Gas supply 268,450 343,938<br />

Electricity and gas transport 106,411 118,270<br />

Cable, internet and telecommunications 80,983 78,995<br />

Waste management and environmental<br />

services 517,041 514,441<br />

Other revenue 75,970 77,919<br />

Total revenue 1,930,836 2,103,593<br />

The growth in revenue from Internet and telephony services continued in 2014, showing an increase of<br />

EUR 2 million. Total revenue from gas and electricity supplies to domestic and small-business users is<br />

partly estimated as staggered meter readings are taken throughout the year (similar to 2013). Gas and<br />

electricity supplies and trading declined due to relatively mild winter conditions in 2014. Despite<br />

increased price pressures, Indaver’s capacity utilisation rates remained at an acceptable level, with<br />

revenues remaining in excess of EUR 500 million.<br />

Revenue can be broken down geographically as follows:<br />

(EUR 1,000)<br />

Revenue per country<br />

2014 2013<br />

The Netherlands 1,235,967 1,375,217<br />

Belgium 206,891 217,855<br />

Great Britian & Ireland 121,122 134,685<br />

Germany 348,744 359,894<br />

Other EU 18,112 15,942<br />

Total 1,930,836 2,103,593<br />

Revenue by country is made up entirely of external revenue. Revenues outside the Netherlands were<br />

generated almost entirely by the energy and waste management operations.<br />

110


14. Cost of sales<br />

DELTA buys part of its electricity requirement from Elsta and BMC Moerdijk, both of which are related<br />

parties (and recognised as joint ventures for reporting purposes) in which DELTA owns a share interest.<br />

The electricity is procured largely on a cost-plus basis.<br />

15. Other gains and losses<br />

Other gains mainly comprise payments received from third parties for services rendered and<br />

compensation payments for losses.<br />

16. Fair value gains and losses on the trading portfolio<br />

DELTA uses derivatives to hedge price and currency risks arising from energy commodity contracts<br />

(electricity, gas, coal, and oil). More specifically, the company applies cash-flow hedging, which involves<br />

entering into hedges to mitigate its exposure to variability of existing and future cash flows that could<br />

ultimately affect profit or loss. The hedges are allocated to a specific risk relating to a balance sheet<br />

item or highly probable forecast transaction. The effective portion of fair value changes is recognised in<br />

equity and shown within the hedge reserve. The cumulative amounts recognised in equity are taken to<br />

the income statement in the same period as the hedged transaction. Movements in the value of the<br />

trading portfolio that are not hedged (non-effective hedges) is recognised as a fair value change in profit<br />

or loss.<br />

Movements in energy prices in 2014 led to a net loss on the fair value of the trading portfolio of EUR<br />

33.4 million, EUR 0.6 million of which is expensed and EUR 32.8 million of which is recognised in<br />

equity.<br />

17. Third-party services, materials and other external charges<br />

(EUR 1,000) 2014 2013<br />

Third-party work and services 187,361 184,751<br />

Consumption of materials 61,880 65,909<br />

Other external charges 26,756 37,126<br />

Total 275,997 287,786<br />

Third-party work and services mainly comprises costs associated with electricity, gas and digital<br />

infrastructure. They also comprise ICT costs.<br />

A large part of external charges relates to the operations of Indaver, EPZ and Sloe. Costs of materials<br />

used by Indaver, EPZ and Sloe amounted to EUR 58.5 million in 2014, costs for third-party services<br />

came to EUR 123.0 million, and other external charges totalled EUR 12.2 million.<br />

111


18. Staff costs<br />

(EUR 1,000) 2014 2013<br />

Salaries 187,659 187,109<br />

Social securities contributions 31,061 31,305<br />

Pension charges 21,442 21,416<br />

Other staff costs 19,990 20,438<br />

Staff costs 260,152 260,268<br />

Capitalised staff costs (2,108) (3,543)<br />

Totaal 258,044 256,725<br />

Number of employees (FTEs) as at 31 December 3,182 3,216<br />

Average number of FTEs (related to the above total staff costs) 3,189 3,256<br />

The number of FTEs working for DELTA, including all FTEs under the joint arrangements (N.V. EPZ,<br />

Sloe Centrale B.V., SLECO Centrale N.V., and Svex N.V.) totalled 3,349 (2013: 3,394).<br />

FTE average: segment 2014<br />

Energy + Corporate 614<br />

62<br />

EPZ 351<br />

Waste management 1,532<br />

Grids and Networks 630<br />

Total 3,189<br />

FTE average: geographical 2014<br />

the Netherlands 1,861<br />

Foreign 1,328<br />

Total 3,189<br />

DELTA is ‘own risk bearer' in terms of its financial obligations under the Dutch Unemployment Benefit<br />

Act (Werkloosheidwet; WW). This means that it remits no unemployment benefit contributions to the<br />

UWV social security payment agency, and that unemployment benefits paid to former employees will be<br />

claimed back from DELTA. IFRS does not allow a general provision to be recognised for these liabilities.<br />

Instead, DELTA determines for each entity whether current recourse obligations as at the balance sheet<br />

date provide a reason for recognising a separate provision.<br />

112


Remuneration of DELTA N.V.’s Executive Board members registered with the Chamber of<br />

Commerce<br />

The remuneration policy for Executive Board members was adopted by the General meeting on the<br />

recommendation of the Supervisory Board. The Supervisory Board determines the remuneration of the<br />

executive directors annually on the basis of this policy.<br />

The guiding principle of DELTA N.V.’s remuneration policy is that it should allow the company to offer a<br />

competitive pay package to attract and retain people with the right expertise and experience.<br />

The members of the Executive Board are employed on a permanent basis, with the CEO being<br />

appointed for a period of three years and the CFO for a four-year term. Their employment contracts are<br />

drafted accordingly and, in addition to a minimum notice period, provide for severance pay amounting to<br />

a maximum of one year’s salary in line with the Dutch Corporate Governance Code.<br />

No variable pay was agreed with the CEO, Arnoud Kamerbeek, for 2014.<br />

The CFO, Frank Verhagen, is entitled to variable pay, based on a number of agreed targets being<br />

achieved during the year. Variable pay is capped at 30% of the gross fixed annual salary. The targets to<br />

be achieved are defined and set annually by the Supervisory Board and the CEO. These are partly<br />

financial in nature (net profit and cash flows) and partly related to personal targets, personal<br />

performance, and the contribution made to achieving companywide objectives.<br />

The Executive Board members are covered by the same pension plan applicable to all the company’s<br />

other employees, administered by Stichting Pensioenfonds ABP.<br />

Executive Board remuneration<br />

A. Kamerbeek F. Verhagen<br />

(EUR 1,000) CEO CFO<br />

Gross basic annual salary 383,870 280,000<br />

Taxed expense allowances 15,853 19,364<br />

Pension contributions by employer 69,344 60,233<br />

Variable remuneration - 77,700<br />

Total 469,067 437,298<br />

On 16 January 2014, Arnoud Kamerbeek was appointed CEO of DELTA N.V.<br />

The variable pay component comprises the amount granted for 2014. On the basis of prior agreements,<br />

Frank Verhagen is entitled to a maximum of 30% variable pay,<br />

92.5% of which has been granted due to agreed targets being achieved. The variable pay component<br />

will be paid in the next financial year.<br />

The total remuneration of the Executive Board members in 2013 amounted to EUR 879,343.<br />

113


19. Depreciation, amortisation and impairment<br />

(EUR 1,000) 2014 2013<br />

Intangible assets<br />

Amortisation 12,959 14,308<br />

Impairment 95,129 -<br />

Property, plant and equipment<br />

Depreciation 173,058 165,435<br />

Impairment 410 545<br />

Third-party contributions released (5,699) (6,026)<br />

Total 275,857 174,262<br />

The impairment of intangible assets in 2014 mainly comprised the difference between the selling price<br />

less costs of disposal and the carrying amount of the share interest in Indaver.<br />

114


20. Other operating expenses<br />

(EUR 1,000) 2014 2013<br />

Added to provision for bad debts 1,742 2,616<br />

Other operating expenses 633 3,004<br />

Added to other provisions 13,903 3,717<br />

Total other operating expenses 16,278 9,337<br />

Other operating expenses also comprises the remuneration paid to members of the company’s<br />

Supervisory Board.<br />

Additions to other provisions mainly comprise additions to provisions for EPZ in relation to the nuclear<br />

power station.<br />

Remuneration of the Supervisory Board in 2014<br />

With effect from 1 January 2011, the Supervisory Board consists of a chairman and four members.<br />

Since the chairman stepped down in September 2014, there has been a vacancy on the Supervisory<br />

Board.<br />

Supervisory Board chairman EUR 43,200<br />

Supervisory Board members EUR 27,000<br />

Audit, Risk & Compliance Committee members EUR 5,400<br />

Remuneration Committee and Nomination Committee members EUR 3,240<br />

The total remuneration of Supervisory Board members in 2014 amounted to EUR 154,685<br />

(2013: EUR 161,100).<br />

115


21. Share of profits in joint ventures and associates<br />

This comprises DELTA’s share of profits in joint ventures and associates.<br />

In 2014, the company’s share of profits in joint ventures and associates was EUR 41.2 million, virtually<br />

unchanged from 2013 (EUR 41.5 million).<br />

116


22. Net finance income (expense)<br />

(EUR 1,000) 2014 2013<br />

External finance income 2,977 3,709<br />

External finance expense (24,311) (26,602)<br />

Interest added to provisions (21,090) (18,398)<br />

Other finance income (expense) 9,688 1,343<br />

(32,736) (39,948)<br />

Capitalised interest - 364<br />

Total finance income (expense) (32,736) (39,584)<br />

At EUR 24.3 million, finance expenses were down EUR 2.3 million on 2013, driven mainly by lower debt<br />

in 2014.<br />

117


23. Corporate income tax<br />

(EUR 1,000) 2014 2013<br />

Corporate income tax<br />

Current corporate income tax liability (11,194) (1,834)<br />

Movements in deferred tax assets and liabilities (4,766) (953)<br />

Total tax (15,960) (2,787)<br />

Of which reported under discontinued operations - 491<br />

Tax expense recognised in profit or loss (15,960) (3,278)<br />

Current corporate tax liability<br />

The reconciliation of the profit before tax and the actual taxable amount with the resulting tax burden, is as<br />

follows:<br />

Result before corporate tax (including discontined operations) 172 83,519<br />

Substantial-holding privilege (94,902) (98,422)<br />

Temporary differences connected with carrying amounts of assets<br />

and provisions (incl. VAMIL) 67,476 (38,094)<br />

Other differences 2,822 1,577<br />

Taxable amount, Netherlands (24,432) (51,420)<br />

Standard tax rate in the Netherlands as from 2011 25.00% 25.00%<br />

Tax for the year - -<br />

Adjustment for prior years - 8,267<br />

Taxes domestic joint operations (IFRS 11) (1,178) (3,744)<br />

Tax paid by subsidiaries outside the Netherlands (10,016) (6,356)<br />

Current corporate income tax liability (11,194) (1,833)<br />

Movements in deferred tax assets and liabilities<br />

The tax income results from differences between the reported profit and the profit calculated for tax purposes<br />

plus utilisation of tax loss caffyforwards<br />

Applicable tax loss carryforwards 3,283 6,317<br />

Temporary differences (8,464) (8,957)<br />

Movements in deferred tax for deductible tax losses 6,460 643<br />

Movements in deferred tax for deductible tax in current year (4,755)<br />

Adjustment for prior years (1,344)<br />

Changes in deferred tax position related to domestic joint operations<br />

(3,395) (1,284)<br />

(IFRS 11)<br />

Changes in deffered tax position related to foreign consolidated and<br />

partial consolidated companies 3,450 2,328<br />

(4,765) (953)<br />

118


Movements in deferred tax assets and liabilities<br />

(EUR 1,000) Net 31-12-2013<br />

Recognised in<br />

result<br />

Recognised in<br />

unrealised gains<br />

and losses Net 31-12-2014<br />

Intangible Assets and Property, plant and equipment (68,566) 4,584 - (63,982)<br />

Financial assets 6,462 223 - 6,685<br />

Provisions 53,804 (13,012) 2,110 42,902<br />

Unutilised tax losses 27,177 5,287 - 32,464<br />

Hedge 11,945 - (735) 11,210<br />

Other (840) (1,847) 30 (2,657)<br />

Total 29,982 (4,765) 1,405 26,623<br />

Recognised under other assets 90,671 90,996<br />

Recognised under other liabilities (60,689) (64,375)<br />

Total 29,982 26,621<br />

Conciliation of current and effective tax rates<br />

31-12-2014 31-12-2013<br />

(EUR 1,000) Amount % Amount %<br />

Tax at applicable rate (43) (20,880)<br />

Profit before tax 172 83,519<br />

Applicabel rate (NL) 25% 25%<br />

Impact through substantial-holding privilege 7,898 8,555<br />

Impact tax paid by subsidiaries outside the Netherlands 3,478 6,927<br />

Impact of tax rate applicable in other jurisdictions calculation of<br />

deferred taxes 397 436<br />

Impact of non-deductible amounts (including goodwill impairment) (25,417) (1,744)<br />

Impact of repossessed or use unrecognized tax losses (1,222) (6,538)<br />

Impact of adjustment of prior years (1,341) 10,710<br />

Other 291 (253)<br />

Taxes at effective tax (15,959) (2,787)<br />

119


24. Assets held for sale and discontinued operations<br />

Discontinued operations in 2014 comprised a further EUR 0.6 million in proceeds from the sale of<br />

DELTA’s share interest in Fesil Sunergy AS in 2012. Also in 2014, proceeds were recognised for assets<br />

and liabilities of DELTA Industriële Reiniging B.V. which had not been included in the sale of its<br />

operations in 2013. Total cash flow from operating activities for discontinued operations amounted to<br />

EUR 0.6 million. These proceeds are shown within the line item other movements.<br />

24.1 Income statement<br />

The combined effect of the above activities on DELTA’s income statement is as follows:<br />

(EUR 1,000) 2014 2013<br />

Profit before tax 642 (1,196)<br />

Income tax - 491<br />

Profit for the year 642 (705)<br />

The loss on discontinued operations in 2013 was largely attributable to the settlement of the assets and<br />

liabilities of DELTA Industriële Reiniging B.V.<br />

120


Notes to the consolidated cash flow statement<br />

The cash flow statement has been prepared according to the indirect method. Given that a number of<br />

items in the income statement and balance sheet generate no direct cash-flow effects, cash flows for<br />

these items have been neutralised. This essentially concerns three items:<br />

Treatment of derivatives<br />

Fair value gains and losses on the trading portfolio lead to current and non-current movements in assets<br />

and liabilities in the balance sheet. Some of these gains and losses are also partly included in the<br />

operating profit or loss, and some in the hedge reserve as part of group equity. However, none of these<br />

changes generate a direct cash flow. This is why all changes are recognised in the cash flow from<br />

operating activities so that positive and negative changes cancel each other out.<br />

Share of profits in joint ventures and associates<br />

Share of profits in joint ventures and associates is only partly distributed as dividends. The undistributed<br />

profits lead to an increase in the entity’s shareholders’ equity and, accordingly, to a movement in<br />

financial fixed assets in DELTA’s balance sheet. The decision was therefore made to recognise only the<br />

actual dividends received in the cash flow.<br />

Corporate income tax<br />

Profit after taxation takes into account not only corporate income tax payable on the pre-tax profit, but<br />

also deferred tax assets and liabilities arising from unused tax losses and the agreement with the Dutch<br />

Tax and Customs Administration regarding the opening balance sheet for tax purposes in 1998.<br />

Because they generate no actual cash flows, movements in deferred tax assets and liabilities are<br />

eliminated from the cash flow.<br />

The cash flow from operating activities declined in 2014, due to lower movements in working capital.<br />

Capital expenditure was significantly lower than in 2013, when major investments were made in the<br />

Kreekraksluis wind farm and a fermentation plant in Alphen aan den Rijn.<br />

121


Post-balance sheet events<br />

Progress on the sale of Indaver N.V. and Windpark Kreekraksluis B.V.<br />

DELTA is selling two of its business divisions, more specifically its 75% (rounded-off) share interest in<br />

Indaver N.V. and its 100% stake in Windpark Kreekraksluis B.V. The events after the balance sheet<br />

date relating to the sale of both entities are explained in section 1B.<br />

The sale of the share interest in Indaver N.V. will be discussed by the General meeting on 4 June 2015.<br />

The shareholders authorised the sale of the Kreekraksluis wind farm on 9 March 2015.<br />

Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)<br />

Details of the legal proceedings pending on this issue are given in Off-balance sheet assets and<br />

liabilities, C - Lawsuits and claims. The Dutch Supreme Court is expected to hand down its decision on<br />

26 June 2015.<br />

Agreement with Dow Terneuzen on the sale of a combined heat and power plant<br />

Agreement has been reached with Dow on the sale of the ‘Elsta’ combined heat and power plant which<br />

they use in their production process. Title will be transferred on expiry of the contractual term in 2018.<br />

Aside from the events described above, there were no events after the balance sheet date.<br />

122


Consolidated companies<br />

Company Main activity Headquarters<br />

Interest in company<br />

31-12-2014 31-12-2013<br />

Voting<br />

rights<br />

Zeeuwse Netwerkholding N.V. Grids and networks Middelburg 100% 100% 100%<br />

DELTA Netwerkbedrijf B.V. Grids and networks Middelburg 100% 100% 100%<br />

DELTA Infra B.V. Infrastructural Middelburg 100% 100% 100%<br />

DNWG Staff B.V. Other Middelburg 100% n/a 100%<br />

DELTA Personeel B.V. Other Middelburg 100% 100% 100%<br />

DELTA Com B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Energy B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Ficus Holding B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Pipe B.V. Energy Middelburg 100% 100% 100%<br />

Deltius B.V. Energy Ritthem 100% 100% 100%<br />

Windpark Kreekraksluis B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Tolling Sloe B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Saefthinge N.V. Energy Doel, Belgium 99.9% 99.9% 99.9%<br />

Limo Energie Nederland B.V. Energy Middelburg 100% 100% 100%<br />

Litro Energie Nederland B.V. Energy Middelburg 100% 100% 100%<br />

DELTA Energy Belgium N.V. Energy Doel, Belgium 99.9% 99.9% 99.9%<br />

Windpark Barrepolder B.V. Energy Middelburg 100% n/a 100.0%<br />

DELTA Comfort B.V. Multimedia Middelburg 100% 100% 100%<br />

DELTA Kabelcomfort Netten B.V. Multimedia Middelburg 100% 100% 100%<br />

ZeelandNet B.V. Multimedia Kamperland 100% 100% 100%<br />

DELTA Industriële Reiniging B.V. Bergen op Zoom 100% 100% 100%<br />

DELTA Investerings Maatschappij B.V. Other Middelburg 100% 100% 100%<br />

DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V. Other Middelburg 100% 100% 100%<br />

Stichting DELTA Zeeland Fonds Other Middelburg 100% 100% 100%<br />

DELTA Development & Water B.V. Middelburg 100% 100% 100%<br />

Triqua B.V. Wageningen 100% 100% 100%<br />

DELTA Biovalue B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />

DELTA Biovalue Nederland B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />

DELTA Biopat B.V. (declared bankrupt) Eemshaven 100% 100% 100%<br />

DELTA Solar B.V. Middelburg 100% 100% 100%<br />

Sunergy Investco B.V. Middelburg 100% 100% 100%<br />

Shareholding of the parent company in the entity<br />

123


Consolidated companies (continued)<br />

Company Main activity Headquarters<br />

Interest in company<br />

31-12-2014 31-12-2013<br />

Voting<br />

rights<br />

Indaver N.V. Waste Belgium 75% 75% 75%<br />

Indaver Participaties N.V. Other Belgium 99.9% 99.9% 99.9%<br />

Indaver Logistics N.V. Waste & Transport Belgium 99.9% 99.9% 99.9%<br />

Indaver Medical Services N.V. Other Belgium 99.9% 99.9% 99.9%<br />

Indaver Italia S.R.L. Waste Italy 100% 100% 100%<br />

Indaver Ireland Ltd Waste Ireland 100% 100% 100%<br />

Indaver Energy Ltd Other Ireland 100% 100% 100%<br />

Indaver Nederland B.V. Other the Netherlands 100% 100% 100%<br />

Indaver Gevaarlijk Afval B.V. Waste the Netherlands 100% 100% 100%<br />

Indaver Personeel B.V. Other the Netherlands 100% 100% 100%<br />

Indaver ARP B.V. Waste the Netherlands 100% 100% 100%<br />

Indaver Compost & Biomassa B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Bio Energie B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Groencompost B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Compost B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Impex B.V. Waste 's-Gravenpolder 100% 100% 100%<br />

Produval bvba Waste Westerlo, Belgium 100% n/a 100%<br />

Zeeuwse Reinigingsdienst B.V. Waste Terneuzen 99% 99% 99%<br />

Indaver Verwerking B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Recycling B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Perex B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Afvalberging B.V. Waste Terneuzen 100% 100% 100%<br />

Derde Merwedehaven B.V. Waste Terneuzen 100% 100% 100%<br />

Stortplaats Koegorspolder B.V. Waste Terneuzen 100% 100% 100%<br />

Stortplaats Noord en Midden Zeeland B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Waste to Energy B.V. Waste Terneuzen 100% 100% 100%<br />

Depmer B.V. Waste Terneuzen 100% 100% 100%<br />

Indaver Afval & Milieu Personeel B.V. Other Terneuzen 100% 100% 100%<br />

Indaver Portugal SA Waste Portugal 100% 100% 100%<br />

Indaver Schweiz AG Other Switzerland 100% 100% 100%<br />

Indaver UK Ltd Waste UK 100% 100% 100%<br />

Indaver Deutschland GmbH Other Germany 51% 51% 51%<br />

SAV Zweite Beteiligungs GmbH & Co. KGHIM GmbH Other Germany 94.90% 94.90% 94.90%<br />

AVG Abfall-Verwertungs-Gesellschaft GmbH Waste Germany 99.74% 99.74% 99.74%<br />

Gareg Umwelt-Logistik GmbH Waste & Transport Germany 100% 100% 100%<br />

HIM GmbH Waste Germany 93.83% 93.83% 93.83%<br />

Panse Wetzlar Entsorgung GmbH Waste & Transport Germany 100% 100% 100%<br />

DE Ingenieurgesellschaft mbH Other Germany 100% 100% 100%<br />

Joint arrangements<br />

Joint operations<br />

DELTA Energy B.V.:<br />

N.V. EPZ Energy Borsele 70% 70% 70%<br />

Sloe Centrale Holding B.V. Energy Vlissingen 50% 50% 50%<br />

Sloe Centrale B.V. Energy Vlissingen 100% 100% 100%<br />

Indaver N.V.:<br />

SLECO Centrale nv Waste Belgium 50% 50% 50%<br />

Svex nv Waste Belgium 50% 50% 50%<br />

Shareholding of the parent company in the entity<br />

124


Non-consolidated companies<br />

Non-consolidated companies<br />

Company Main activity Headquarters<br />

Interest in company<br />

31-12-2014 31-12-2013<br />

Voting<br />

rights<br />

Joint arrangements<br />

Joint Ventures<br />

DELTA Energy B.V.:<br />

Sloewind B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />

Windpark Distridam vof Energy Terneuzen 50.00% 50.00% 50.00%<br />

PVNed Holding B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />

PVNed B.V. Energy Middelburg 100.00% 100.00% 100.00%<br />

Arbel N.V. (Belgium) Energy Mechelen, Belgium 99.90% 99.90% 99.90%<br />

PVNed UK Ltd Energy UK 100.00% 100.00% 100.00%<br />

BMC Moerdijk B.V. Energy Moerdijk 50.00% 50.00% 50.00%<br />

Sloe Centrale 3 B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />

Windpark Kloosterboer B.V. Energy Middelburg 50.00% 50.00% 50.00%<br />

NPG Willebroek N.V. Energy Antwerpen, Belgium 50.00% n/a 50.00%<br />

Indaver N.V.:<br />

Wips N.V. Waste Belgium 50.00% 50.00% 50.00%<br />

HIM GmbH:<br />

Gesellschaft für die Verwertung von Sonderabfallen mbH& Co. KG Waste Germany 50.00% 50.00% 50.00%<br />

Gesellschaft für die Verwertung von Sonderabfallen mbH Waste Germany 50.00% 50.00% 50.00%<br />

Indaver Bio Energie B.V.:<br />

Ecofuels B.V. Waste Well, Limburg 50.00% 50.00% 50.00%<br />

Laarakker Landbouw B.V. Waste Well, Limburg 100.00% 100.00% 100.00%<br />

DELTA N.V.:<br />

Evides N.V. Water Rotterdam 50.00% 50.00% 50.00%<br />

Elsta B.V. Energy Middelburg 25.00% 25.00% 25.00%<br />

Elsta B.V. & Co C.V. Energy Middelburg 24.75% 24.75% 24.75%<br />

Shareholding of the parent company in the entity<br />

125


Company Main activity Headquarters<br />

Interest in company<br />

31-12-2014 31-12-2013<br />

Voting<br />

rights<br />

Associates<br />

DELTA Netwerkbedrijf B.V.:<br />

Zebra GasNetwerk B.V. Grids and networks Middelburg 33.33% 33.33% 33.33%<br />

Zebra Activa B.V. Grids and networks Middelburg 100.00% 100.00% 100.00%<br />

Zebra Pijpleiding vof Grids and networks Middelburg 33.33% 33.33% 33.33%<br />

Entrade Pipe B.V. Grids and networks Vught 100.00% 100.00% 100.00%<br />

Zebra Pijpleiding vof Grids and networks Middelburg 66.67% 66.67% 66.67%<br />

DELTA Energy B.V.:<br />

Windpark Neeltje-Jans B.V. Energy Veere 40.00% 40.00% 40.00%<br />

Windpark Zeeland 1 B.V. Energy Vlissingen/Kapelle-Schore 40.00% 40.00% 40.00%<br />

NPG Willebroek N.V. Energy Antwerpen, Belgium n/a 49.00% n/a<br />

WT I B.V. Other Amersfoort 40.00% 40.00% 40.00%<br />

Indaver N.V.:<br />

IHM cvba Waste Belgium 30.00% 30.00% 30.00%<br />

Ibogem cvba Waste Belgium 35.12% 35.12% 35.12%<br />

Intercommunale vereniging Verko N.V. Waste Belgium 39.90% 39.90% 39.90%<br />

Ecowest N.V. Other Belgium 42.61% 42.61% 42.61%<br />

Indaver Participaties N.V.<br />

Sita Decontamination Services N.V. Waste Belgium 26.00% 26.00% 26.00%<br />

Ecov N.V. Other Belgium 50.00% 50.00% 50.00%<br />

Ivago cvba Waste Belgium 49.90% 49.90% 49.90%<br />

N.V. Brussel Compost Waste Belgium 40.00% 40.00% 40.00%<br />

Indaver Nederland B.V.:<br />

AZN Holding B.V. Waste Wijster 20.00% 20.00% 20.00%<br />

B.V. Grondbezit AVI Moerdijk Other Moerdijk 100.00% 100.00% 100.00%<br />

B.V. Grondbezit AVI Moerdijk II Other Moerdijk 100.00% 100.00% 100.00%<br />

N.V. AZN Waste Moerdijk 100.00% 100.00% 100.00%<br />

Others<br />

DELTA Netwerkbedrijf B.V.:<br />

Energie Data Services Nederland B.V. Grids and networks the Netherlands 1.65% 1.65% 1.65%<br />

DELTA N.V.:<br />

Synergia Capital Partners B.V. Other the Netherlands 5.00% 5.00% 5.00%<br />

DELTA Investerings Maatschappij B.V.<br />

Sustainable Energy Technology Fund C.V. Other the Netherlands 49.93% 49.93% 49.93%<br />

Sustainable Energy Technology Fund II C.V. Other the Netherlands 54.22% 60.28% 54.22%<br />

Business Park Terneuzen B.V. Other the Netherlands 15.00% 15.00% 15.00%<br />

Zeeland Airport B.V. Other the Netherlands 18.80% 18.80% 18.80%<br />

N.V. EPZ:<br />

B.V. NEA Energy Arnhem 28.50% 28.50% 28.50%<br />

Electrorisk Verzekeringsmaatschappij N.V. Energy Arnhem 4.13% 4.13% 4.13%<br />

Vliegasunie B.V. Energy Nieuwegein 14.29% 14.29% 14.29%<br />

KSG Kraftwerks-Simulator-Gesellschaft mbH Energy Germany 2.05% 2.05% 2.05%<br />

GfS Gesellschaft für Simulatorschulung mbH Energy Germany 2.05% 2.05% 2.05%<br />

Indaver N.V.:<br />

Vlar Papier N.V. Waste Belgium 34.96% 34.96% 34.96%<br />

Ecowest N.V.<br />

IVIO cvba Waste Belgium 11.93% 1.50% 11.93%<br />

Ivvo cvba Waste Belgium 3.46% 3.46% 3.46%<br />

Ecluse cvba Waste Belgium 33.33% n/a 33.33%<br />

Sleco Centrale N.V.:<br />

Ecluse cvba Waste Belgium 33.33% n/a 33.33%<br />

Indaver Deutschland GmbH:<br />

GSB Sonderabfall-Entsorgung Bayern GmbH Waste Germany 0.036% 0.036% 0.036%<br />

Shareholding of the parent company in the entity<br />

126


Company financial statements<br />

2014<br />

127


Company balance sheet as at 31 December 2014<br />

(before profit appropriation)<br />

(EUR 1,000) Ref. nr 31-12-2014 31-12-2013<br />

ASSETS<br />

Non-current assets<br />

Intangible assets 1 864 1,515<br />

Property, plant and equipment 2 11,907 22,287<br />

Financial assets<br />

Investments in subsidiaries 3 837,768 952,987<br />

Other investments 3 341,969 332,052<br />

Receivables from subsidiaries 3 68,490 60,619<br />

Loans to other investment entities 3 457 457<br />

Other loans 3 60 9<br />

Deferred tax assets 4 58,897 50,903<br />

1,307,641 1,397,027<br />

1,320,412 1,420,829<br />

Current assets<br />

Receivables from subsidiaries 203,112 177,762<br />

Other receivables 5 2,770 4,141<br />

205,882 181,903<br />

Cash 419 7,676<br />

1,526,713 1,610,408<br />

EQUITY AND LIABILITIES<br />

Shareholders' equity<br />

Shareholders' equity 6 1,100,608 1,093,289<br />

Profit for the year 6 3,760 74,788<br />

1,104,368 1,168,077<br />

Provisions 7 1,396 3,493<br />

Non-current liabilities<br />

Payables to subsidiaries - -<br />

Other non-current liabilities 8 174,497 240,624<br />

174,497 240,624<br />

Current liabilities<br />

Payables to subsidiaries 157,322 130,093<br />

Other payables 9 89,130 68,121<br />

246,452 198,214<br />

1,526,713 1,610,408<br />

128


Company income statement<br />

(EUR 1,000) 2014 2013<br />

Profit on parent company activities (559) (637)<br />

Share in profits of subsidiaries, joint<br />

ventures and associates 4,319 75,425<br />

Profit for the year 3,760 74,788<br />

Notes to the company financial statements<br />

DELTA N.V. is the Dutch-based holding company of a number of group companies involved in<br />

generating, transmitting and supplying energy and delivering environmental and cable services. The<br />

company’s functional currency is the euro. Unless otherwise stated, all amounts are presented in<br />

thousands of euros. DELTA N.V. used the option available under Part 9, Book 2, of the Dutch Civil<br />

Code to prepare the company financial statements in accordance with the International Financial<br />

<strong>Report</strong>ing Standards used in the consolidated financial statements, with the exception of equityaccounted<br />

group companies and investments. The company income statement is presented in abridged<br />

form in accordance with Section 402, Part 9, Book 2, of the Dutch Civil Code.<br />

Accounting policies<br />

Associates and joint ventures are measured according to the equity method and stated at net asset<br />

value (in accordance with IFRSs applied to the consolidated financial statements), adjusted for goodwill<br />

paid on acquisition and less any impairment losses on goodwill. No account is taken of non-controlling<br />

interests and the Indaver put option, which is shown within other current liabilities in the consolidated<br />

financial statements. Relevant adjustments are made to the value of the group company concerned. For<br />

the other accounting policies, please refer to the notes to the consolidated financial statements.<br />

129


Notes to the company balance sheet<br />

1. Intangible assets<br />

(EUR 1,000) Total Software<br />

2013<br />

Carrying amount as at 1 January 2,397 2,397<br />

Amortisation (464) (464)<br />

Other movements (418) (418)<br />

Carrying amount as at 31 December 1,515 1,515<br />

2014<br />

Carrying amount as at 1 January 1,515 1,515<br />

Amortisation (21) (21)<br />

Other movements (630) (630)<br />

Carrying amount as at 31 December 864 864<br />

Amortisation period in years 5<br />

130


2. Property, plant and equipment<br />

(EUR 1,000)<br />

Total<br />

Land and<br />

buildings<br />

Plant and<br />

equipment<br />

Other assets<br />

Assets under<br />

construction<br />

Third-party<br />

contributions<br />

2013<br />

Carrying amount as at 1 January 26,681 19,108 6,245 1,290 756 (718)<br />

Investments 28 6 - 22 - -<br />

Depreciation (789) (658) - (131) - -<br />

Disposals (12) - - (12) - -<br />

Other movements (1,324) (455) (661) (99) (159) 50<br />

Carrying amount as at 31 December 24,584 18,001 5,584 1,070 597 (668)<br />

Carrying amount before deduction of contributions third-party contributions<br />

25,252 18,001 5,584 1,070 597<br />

Accumulated depreciation and impairment 97,809 26,126 51,815 19,868<br />

Acquisition cost as at 31 December 123,061 44,127 57,399 20,938 597<br />

2014<br />

Carrying amount as at 1 January 24,584 18,001 5,584 1,070 597 (668)<br />

Investments 91 - - - 91 -<br />

Depreciation (693) (637) - (56) - -<br />

Disposals - - - - - -<br />

Other movements (1,695) (450) (644) (52) (597) 48<br />

Carrying amount as at 31 December 22,287 16,914 4,940 962 91 (620)<br />

Carrying amount before deduction of contributions third-party contributions<br />

22,907 16,914 4,940 962 91<br />

Accumulated depreciation and impairment 98,502 26,763 51,815 19,924<br />

Acquisition cost as at 31 December 121,409 43,677 56,755 20,886 91<br />

Depreciation periods in years 0 - 40 7 - 40 5 - 15 n/a<br />

Property, plant and equipment mainly comprises investments in premises. The sale of buildings to<br />

DELTA Infra B.V. is shown within disposals.<br />

Cleaning out fixed assets records<br />

During the year, fixed assets records were cleaned out, with assets that had already been written down<br />

and were no longer serving the production process being deleted from the accounts and records.<br />

131


3. Financial assets (excluding tax assets)<br />

(EUR 1,000)<br />

Total<br />

Investments in<br />

subsidiaries<br />

Other<br />

investments<br />

Receivables<br />

from<br />

subsidiaries<br />

Receivables<br />

from other<br />

investment<br />

Other<br />

receivables<br />

Carrying amount as at 31 December 2012 1,347,659 1,028,770 318,001 - 600 288<br />

Reversal of current portion (110) - - - - (110)<br />

Acquisition/grant of loans 50,205 - - 50,200 - 5<br />

Share in profits 75,425 40,341 35,084 - - -<br />

Disposals / repayments / dividends (124,841) (110,808) (23,610) 10,419 (143) (699)<br />

Movements in hedge reserve (5,305) (5,305) - - - -<br />

Other movements 3,091 (12) 2,578 - - 525<br />

Carrying amount as at 31 December 2013 1,346,124 952,987 332,052 60,619 457 9<br />

Reversal of current portion 425 - - - 285 140<br />

Acquisition/grant of loans 18,131 - - 17,981 150 -<br />

Share in profits 4,319 (32,937) 37,256 - - -<br />

Disposals / repayments / dividends (76,879) (37,902) (27,743) (10,110) (434) (690)<br />

Movements in hedge reserve (45,320) (45,320) - - - -<br />

Other movements 1,944 940 404 - (1) 601<br />

Carrying amount as at 31 December 2014 1,248,744 837,768 341,969 68,490 457 60<br />

The hedge reserve declined during 2014. Movements in the hedge reserve do not comprise<br />

corresponding deferred taxes.<br />

132


4. Deferred tax assets<br />

Deferred tax assets arise from differences between the carrying amount in the financial statements and<br />

the corresponding tax base. Deferred tax assets also comprise unused tax losses.<br />

5. Other receivables<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Trade receivables 395 631<br />

Total current taxes 2,079 2,348<br />

Other receivables, prepayments and accrued income 286 727<br />

Current portion of long-term loans granted 10 435<br />

Other receivables 296 1,162<br />

Total 2,770 4,141<br />

133


6. Statement of changes in equity<br />

(EUR 1,000) Total Paid-up capital<br />

Statutory<br />

reserve<br />

Hedge<br />

reserve<br />

Revaluation<br />

Unappropriated<br />

reserve Other reserves<br />

profit<br />

Carrying amount as at 31 december 2012 1,132,619 6,937 225,828 (34,317) (3,132) 863,466 73,837<br />

Profit appropriation for 2012 - - - - - 33,837 (33,837)<br />

Payment of dividend (40,000) - - - - - (40,000)<br />

Other changes 1,011 - (10,962) - (1,592) 13,565 -<br />

Movement in hedge reserve (3,321) - - (3,321) - - -<br />

Corporate income tax effect 2,980 - - 2,980 - - -<br />

Net profit for 2013 74,788 - - - - - 74,788<br />

Carrying amount as at 31 december 2013 1,168,077 6,937 214,866 (34,658) (4,724) 910,868 74,788<br />

Resultaatverdeling 2013 - - - - - 54,788 (54,788)<br />

Dividendbetaling (20,000) - - - - - (20,000)<br />

Overige mutaties (2,148) - (5,052) 1 (2,587) 5,490 -<br />

Mutaties in hedgereserve energiederivaten (33,692) - - (33,692) - - -<br />

Vpb-effect (11,629) - - (11,629) - - -<br />

Netto Resultaat 2014 3,760 - - - - - 3,760<br />

Carrying amount as at 31 december 2014 1,168,077 6,937 209,814 (79,978) (7,311) 971,146 3,760<br />

The statutory reserve comprises undistributed profits of associates and is therefore not freely<br />

distributable. This also applies to the hedge reserve, which should be seen in relation to unrealised<br />

income from fair value changes in derivatives used for hedging purposes.<br />

Other non-distributable reserves comprise the foreign currency translation reserve (in connection with<br />

translation differences) and remeasurements of defined benefit liabilities under IAS 19 Employee<br />

Benefits.<br />

For an explanation of changes in equity, please refer to the consolidated financial statements. In<br />

contrast to the consolidated financial statements, non-controlling interests in group companies are<br />

deducted directly from the carrying amount of the individual group company in accordance with the<br />

equity method.<br />

134


7. Provisions<br />

(EUR 1,000)<br />

Total<br />

Employee<br />

benefits<br />

Other provisions<br />

Carrying amount as at 31 December 2012 2,920 2,920 -<br />

Reversal of current portion of provisions 1,819 449 1,370<br />

Added 1,336 1,336 -<br />

Interest added 150 150 -<br />

Released (4) - (4)<br />

Utilised (621) (621) -<br />

Carrying amount as at 31 December 2013 5,600 4,234 1,366<br />

Current portion of provisions (2,107) (741) (1,366)<br />

Carrying amount as at 31 December 2013 3,493 3,493 -<br />

Reversal of current portion of provisions 2,107 741 1,366<br />

Added 112 112 -<br />

Interest added 154 154 -<br />

Released (139) (139) -<br />

Utilised (509) (509) -<br />

Other movements (1,811) (1,811) -<br />

Carrying amount as at 31 December 2014 3,407 2,041 1,366<br />

Current portion of provisions (2,011) (645) (1,366)<br />

Carrying amount as at 31 December 2014 1,396 1,396 -<br />

At 31 December 2014, long-term provisions only comprised employee benefits.<br />

With the introduction of a new health insurance system in the Netherlands on 1 January 2006, the<br />

obligations underlying the provision for health care changed substantially. Of the provision formed in the<br />

past, an amount of EUR 0.2 million continues to be recognised.<br />

Under the terms of the collective agreement, employees are paid long-service benefits. From the start<br />

date of employment, a provision is recognised for these benefits, based on past years of service,<br />

expected price and pay rises (at an average rate of 2%) and probability of dismissals, invalidity and<br />

mortality rates. The discount rate is 4.5% (2013: 4.5%).<br />

135


8. Non-current liabilities<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Carrying amount as at 1 January 240,624 216,885<br />

Reversal of current portion 41,818 1,818<br />

Loans drawn down 20,000 75,000<br />

Repayments (91,818) (1,818)<br />

Other movements 691 (9,443)<br />

211,315 282,442<br />

Repayments due in the current year (36,818) (41,818)<br />

Long-term debt 174,497 240,624<br />

136


9. Other payables<br />

(EUR 1,000) 31-12-2014 31-12-2013<br />

Trade payables 4,787 9,461<br />

Current tax liabilities 2,680 4,700<br />

Current portion of non-current liabilities 36,818 41,818<br />

Current portion of provisions 2,012 2,107<br />

Other 7,010 6,035<br />

Total other payables 45,840 49,960<br />

Bank borrowings 35,823 4,000<br />

Carrying amount as at 31 December 89,130 68,121<br />

Other payables comprise, inter alia, the current portion of the provisions, the current portion of<br />

borrowings, and outstanding supplier accounts. Current tax liabilities comprise VAT and energy tax<br />

payable.<br />

137


Off-balance sheet assets and liabilities<br />

A summary of off-balance sheet assets and liabilities is given below, to the extent that they have an<br />

estimated (potential) impact on the profit or loss in excess of EUR 5 million.<br />

Independent Grid Management Act (Wet Onafhankelijk Netbeheer; WON)<br />

The Dutch Minister of Transport approved the plans to split up energy companies on 2 December 2009.<br />

However, on 22 June 2010, the Hague Court of Appeal declared several sections of the Independent<br />

Grid Management Act to be non-binding. In the light of this judgment, the grid and supply operations<br />

were not split off, although the conditions stipulated by the Minister were complied with, where possible<br />

and necessary. The Dutch government took the case to the Supreme Court in an attempt to get the<br />

decision overturned. On 24 February 2012, the Supreme Court referred the case to the European Court<br />

of Justice in Luxembourg. On 14 January 2013, the parties presented their cases at a hearing before<br />

the ECJ. The ECJ issued its ruling on the questions presented in late 2013, after which the case was<br />

referred back to the Supreme Court. The Supreme Court has since adjourned its decision twice. It is<br />

now expected to hand down its decision on 26 June 2015.<br />

Other pending cases<br />

In recent years, DELTA has also been involved in two separate lawsuits filed by its former solar power<br />

business partners. The courts have already found in favour of DELTA several times. However, our<br />

former partners continue pursuing their cases.<br />

403 Declarations<br />

DELTA N.V. has filed a statement with the Chamber of Commerce as required under Section 403, Book<br />

2, of the Dutch Civil Code, assuming joint and several liability for debts arising from legally binding<br />

transactions of the following subsidiaries as at the balance sheet date.<br />

1. DELTA Comfort B.V.<br />

2. DELTA Energy B.V.<br />

3. DELTA Ficus Holding B.V.<br />

4. DELTA Infra B.V.<br />

5. DELTA Kabelcomfort Netten B.V.<br />

6. DELTA Onroerend Goed Ontwikkelingsmaatschappij B.V.<br />

7. DELTA Pipe B.V.<br />

8. DELTA Tolling Sloe B.V.<br />

9. DELTIUS B.V.<br />

10. LIMO Energie Nederland B.V.<br />

11. LITRO Energie Nederland B.V.<br />

12. ZeelandNet B.V.<br />

13. DELTA Com B.V.<br />

On that basis, and on the grounds of annual authorisation statements from the shareholders filed with<br />

the Chamber of Commerce, these companies are exempt from using the prescribed format in preparing<br />

their financial statements.<br />

Put options<br />

DELTA N.V. has granted put options to the non-controlling shareholders in Indaver.<br />

Fiscal unity<br />

In consultation with the Dutch Tax and Customs Administration, the commercial operations in the<br />

energy segment, including multimedia, were transferred to a separate fiscal unity for corporate income<br />

tax purposes. Initially, the separation was to be effective from 31 December 2013 but, in consultation<br />

with the Tax Administration, the start date for both fiscal unities was moved to 1 January 2014.<br />

138


Notes to the company income statement<br />

In 2014, DELTA N.V. employed an average number of 652 FTEs (2013: 683 FTEs). The comparative<br />

for 2013 was adjusted to reflect the relocation of Infra staff to DNWG.<br />

For details of the remuneration of DELTA N.V.’s Executive Board members, please refer to note 18<br />

(Staff costs) to the consolidated financial statements.<br />

For details of the remuneration of DELTA N.V.’s Supervisory Board members, please refer to note 20<br />

(Other operating expenses) to the consolidated financial statements.<br />

Auditors’ fees<br />

In 2014, DELTA N.V. paid the following fees for its consolidated companies:<br />

(EUR 1,000)<br />

DELOITTE ACCOUNTANTS BV<br />

OTHER PARTS OF DELOITTE<br />

NETWORK NLD<br />

TOTAL<br />

2014 2013 2014 2013 2014 2013<br />

Audit of DELTA Group <strong>Annual</strong><br />

<strong>Report</strong>s 511 553 - - 511 553<br />

Other analysis assignments 39 35 - 8 39 43<br />

Tax consultancy - - 12 50 12 50<br />

Other non-analysis services 55 37 43 209 98 246<br />

Total 605 625 55 267 660 892<br />

No performance-related fees were paid<br />

139


Signed:<br />

Executive Board<br />

Supervisory Board<br />

Arnoud Kamerbeek, CEO<br />

C. Maas, Chairman<br />

F. Verhagen, CFO Ms. A.M.H. Schöningh, Vice Chairman<br />

B.P. de Wit, Secretary<br />

J. Bout<br />

140


3. Other Information<br />

Profit appropriation<br />

Profit appropriation according to the Articles of Association<br />

Article 39 of the Articles of Association provides for the appropriation of profits as follows.<br />

1. Any loss reported in the income statement, as included in the adopted financial statements, shall be<br />

taken to the general reserve. If the general reserve holds insufficient funds to cover the said loss,<br />

the remainder of the loss shall be charged to any profits achieved in future years.<br />

2. If the income statement, as included in the adopted financial statements, reports any profit, the<br />

Supervisory Board may use the profit to allocate funds to the general reserves. Any profit remaining<br />

shall be at the disposal of the General meeting.<br />

3. The General Meeting has the authority to declare one or more interim dividends and/or make other<br />

interim distributions, provided the requirements of Article 105 of Book 2, paragraph 2, of the Dutch<br />

Civil Code are satisfied on the evidence of an interim statement of financial position as referred to in<br />

Article 105 of Book 2, paragraph 4, of the Dutch Civil Code.<br />

Proposed dividend payout to shareholders<br />

(EUR 1,000) 2014 2013<br />

Distributable profit (Art. 39,2 Articles of Association) 3,760 74,788<br />

Interim dividend charged to the other reserves (Art. 39,3<br />

Articles of Association) 11,240 -<br />

Proposed dividend payout to shareholders 15,000 20,000<br />

Added to the general reserve - 54,788<br />

141


Independent auditors’ report<br />

For the independent auditor’s report see the Dutch version of the annual report 2014.<br />

142


4. DELTA in financial figures,<br />

consolidated<br />

(EUR million) 2014 2013<br />

Assets<br />

Intangible assets 367 473<br />

Property, plant and equipment 1,714 1,784<br />

Financial assets 722 696<br />

Current assets 704 690<br />

Cash 158 174<br />

3,665 3,819<br />

Equity and liabilities<br />

Group equity 1,146 1,213<br />

Provisions 504 522<br />

Non-current liabilities 875 1,110<br />

Current liabilities 1,140 973<br />

3,665 3,819<br />

Revenue<br />

Electricity 882 970<br />

Gas 269 344<br />

Electricity and gas transport 106 118<br />

Telecommunications 81 79<br />

Waste management and environmental services 517 514<br />

Miscellaneous 76 78<br />

Total revenue 1,931 2,104<br />

Expenses<br />

Cost of sales 1,141 1,318<br />

Fair value gains and losses on the trading portfolio 1 1<br />

Other operating income (29) (25)<br />

Net operating expenses 826 728<br />

Total operating expenses 1,939 2,023<br />

Earnings from operations (8) 81<br />

Share in results of joint ventures and associates 41 42<br />

Operating result 33 123<br />

Net finance income (expense) (33) (40)<br />

Profit before tax - 83<br />

Corporate income tax (16) (3)<br />

Profit from discontinued operations 1 (1)<br />

Non-controlling interests 19 (5)<br />

Profit after tax 4 75<br />

Proposed dividend 15 20<br />

143


DELTA in key figures<br />

(EUR million) 2014 2013<br />

Revenue 1,931 2,104<br />

of which:<br />

Electricity supply 882 970<br />

Gas supply 269 344<br />

Electricity and gas transport 106 118<br />

Cable, internet and telecommunications 81 79<br />

Waste management and environmental sevices 517 515<br />

Other revenue 76 78<br />

Finances<br />

Gross margin 818 810<br />

Operating result 33 123<br />

Profit before tax - 84<br />

Profit after tax 4 75<br />

EBITDA 312 301<br />

Group equity (excluding dividend) 1,146 1,213<br />

Balance sheet total 3,665 3,819<br />

Ratios<br />

Return on investment 1.5% 4.7%<br />

Return on equity attributable to the shareholders 0.3% 6.4%<br />

Equity ratio 31.3% 31.8%<br />

Interest coverage ratio 15.0 13.2<br />

144


Definitions of financial ratios<br />

RETURN ON INVESTED CAPITAL (ROIC)<br />

Operating profit + interest income from financial fixed assets + share of profits or losses in joint<br />

ventures and associates, divided by capital employed x 100%.<br />

CAPITAL EMPLOYED<br />

Sum total of non-current assets and net working capital as at the balance sheet date.<br />

RETURN ON EQUITY (ROE)<br />

Net profit attributable to DELTA N.V.’s shareholders, divided by shareholders’ equity attributable to<br />

DELTA N.V.’s shareholders.<br />

EQUITY RATIO<br />

Group equity divided by total assets x 100%<br />

INTEREST COVERAGE RATIO<br />

Operating profit + depreciation/amortisation charges + interest income, divided by net external<br />

finance income or expense.<br />

145

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