Statutory auditor's report to the general meeting of ... - Eandis

Free translation from the Dutch original'; ~r ~ ;fir , ; ~ j ~~ t,' i ~` i`Ernst & Younq1~edrijfsrevisorenR2vise~rs d'Enkreprise5Moutstraat 54B - 9000 GentTel: +32 (0)9 24Z 51 iiFax: +32 (019 242 51 51www.ey.com/bcStatutory auditor's report to the general meeting of shareholders of themission entrusted company "opdrachthoudende vereniging In~ergem"(hereafter "lntercommuna(e") on the financial statementsfor the year ended 31 December 2011.In accordance with fihe legal and statutory requirements, we report to you an the performanceof our mandate of statutory auditor. This report contains our opinion on the financialstatements as well as the required additional comments.Unqualified opinion on the financial statements with emphasis of matter paragraphWe have audited the financial statements for the year ended 31 December 2011, prepared inaccordance with the financial reporting framework applicable in Belgium, which show abalance sheet total of € 881.106.447,91 and a profit far the year ofi € 31.669.531,42.Responsibility of the board of directors for the preparation and fair presentation of thefinancial statementsThe board of directors is responsible for the preparation and fair presentation of the financialstatements. This responsibility includes: designing, implementing and maintaining internalcontra! relevant to the preparation and fair presentation of financial statements that are freefrom material misstatement, whether due to fraud or error, selecting and applying appropriateaccounting policies; and making accounting estimates that are reasonable in thecircumstances.Responsibility of the statutory auditorOur responsibility is to express an opinion on these financial statements based on our audit.We conducted our audit in accordance wi#h the legal requirements and the auditing standardsapplicable in Belgium, as issued by the Institute of Registered Auditors (lnstifuut derBedri1fsrevisoren/lnstifut des Reviseurs d'Entreprises). Those standards require that we planand perform the audit to obtain reasonable assurance whether the financial statements arefree from material misstatement.In accordance with these standards, we have performed procedures to obtain audit evidenceabaufi the amounfis and disclosures in the financial statemen#s. The procedures selecteddepend on our judgment, including the assessment of the risks of material misstatement of thefiinanciaf statements, whether due to fraud or error.Qurgerlfjke vennootschap Vie de rechtsvorm van een cooperalievevennootschap met beperkte aansprakelijkiieid heeft aangenomenSo~iet~ civile ayanL emprunte~ la forme dune sociel~ coop~ralivev responsabilit8limit~eRPR Brussel -RPM [iruxelles - B.1'.W. - T.V.A. BE 044b.334.711Bank - fortis - Banque 710.0905900-69

J '? ~Audit report dated 25 Apri! 20I2 an the stafutory financla! statementof the mission en#rusted company "opdrachthoudende vereniglnq ln~ergem"for the year ended 3i December201iIn making those risk assessments, we have considered interne! control relevant to fihelntercommunafe's preparation and fair presentation of the financial statements in order todesign audit procedures that are apprapriafie in the circumstances, but net for the purpose ofexpressing an opinion on the effectiveness of the Intercommunale's internal control. We haveevaluated the appropriateness of accounting policies used, the reasonableness of significantaccounting estimates made by the Intercommunafe and the presentafiion of the financialstatements, taken as a whole. Finally, we have obtained from the beard of directors and theIntercommunale's officials the explanations and information necessary for executing our auditprocedures. We believe that the audit evidence we have obtained is sufficient and appropriateto provide a basis for our opinion.OpinionIn our opinion, the financial statements for the year ended 31 December 2011 give a #rue andfair view of the Intercommunale's financial position and the results of ifs operations inaccordance with the financial reporting framework app(icabfe in Belgium.Without prejudice to our unqualified audit opinion, we draw the attention to the c{irectors'report mentioning the uncertainly arising from the settlement mechanism, as foreseen inarticle 24 of the Royal decree of Jufy 11, 2002 {with regard to the electricity distributiongrids) and in article 2b of the Royal decree of February 29, 2004 (with regard fa the naturalgas disfiribution grids), which is determinative for the result of the financial year and thepreceding financial year and the accrual far the tariff deficit of 2010 and 2U11. This estimatedamount of the tariff deficit of 201q and 2011 is posted an the balance sheet under thetransifiory accounts (deferred charges and accrued income) in anticipation of the finalallocation, which depends an future agreements with the CREG ("Commissi~ voor deRegulering van de Elektriciteit en het Gas").Additional commentsThe preparation and the assessment of the information that should be included an thedirectors` report and the Intercommunale's compliance with the requirements of the CompanyCode {Wetbaek van vennoatschappen/Code des societes) and its articles of assvciatian are theresponsibility of the board of directors.Our responsibility is to include in our report the following additional comments, which da notmodify the scope of our opinion on the financial statements:• The directors' report deals with the information required by law and is consistent with thefinancial statements. 1Ne are, however, unable to comment on the description of theprincipal risks and uncertainties which the Intercommunale is facing, and on its financialsituation, its foreseeable evolution or the significant influence of certain facts on its futuredevelopment. We can nevertheless confirm thafi the matters disc(ased do not present any2

II. IIIIAudit report dated 25 Apri12d12' on the stafu~ory f~riancia/ statemen€of fh~ trtisslbn er2trusted company „opdrachth~udende vereniging In#erge'm"for the year ended 31 C3ecember,2~12obvious inconsistencies with the information that we became aware of during theperformance of our mandate.lNithout prejudice to forma{ aspects of minor iri°tportance; the accounting records wiremaintained in accordance -with the legal-and reg~iia#ory requi~emenfis app{icabfe inBelgium.iNe do not lave to i-epdrt any transactions undertaken or decisions taken in violation of fih~It~tercommunale's articles of association ar the Company Cade. The appropriation of theresults proposed to the shareholders" meeting complies with the legal and statutoryprovisions,~•~An interim dividend was distributed dur~i~ig fY~e yea~~~in relation to whic}i we have issued theattached report in accordance with legal requirements.Ghent,25 Apri1201ZErnst &Young-~ed~ijfsr~visoren BGVBASta~uts~~ auditorrep,~~`sen~~c~ ~y~ ..~_...~. ~~:Jan De Luycl~Partner'Ref. 12JDU411~!