Investor Presentation Update June 2015 - Investor Relations

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Infrax
Network Company for
Electricity & Gas,
Sewerage and
Cable television
Investor Presentation
Update June 2015
Strictly Private & Confidential
Investor Presentation June 2015
1
Disclaimer
IMPORTANT: YOU ARE ADVISED TO READ THE FOLLOWING CAREFULLY BEFORE READING, ACCESSING OR MAKING ANY OTHER
USE OF THE MATERIALS THAT FOLLOW.
These materials have been prepared by and are the sole responsibility of Infrax cvba (the “Company”) and have not been verified, approved or
endorsed by person or entity other than the Company. No representation or warranty, express or implied, is made as to, and no reliance should
be placed on, the fairness, accuracy, completeness or correctness of the information or opinions contained herein.
These materials are provided for information purposes only and do not constitute, or form part of, any offer or invitation to underwrite,
subscribe for or otherwise acquire or dispose of, or any solicitation of any offer to underwrite, subscribe for or otherwise acquire or dispose of,
any debt or other securities of the Company (“securities”) and are not intended to provide the basis for any credit or any other third party
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These materials may contain projections and forward looking statements. Any such forward-looking statements involve known and unknown
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from any future results, performance or achievements expressed or implied by such forward-looking statements. Any such forward-looking
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these materials are only directed at persons who are “qualified investors” within the meaning of Article 2(1)(e) of Directive 2003/71/EC.
Investor Presentation June 2015
2
Infrax
Investor Presentation
1. Executive Summary
2. Company Profile
3. Business & legal
framework
4. Financial Profile
5. Conclusion
Annexes
Investor Presentation June 2015
3
1. Executive Summary
Investor Presentation June 2015
4
Infrax in a nutshell
 Infrax is a Flemish (Belgian) multi-utility network systems operating group entrusted
with a number of quasi-government public service tasks: operation of the electricity & gas
distribution grid, maintenance and operation of sewerage systems and cable television
networks.
Flemish
Multiutility
company
100%
publicly
owned
 Infrax cvba, the Issuer, was established in 2006 through a cooperation of a group of
inter-municipalities: Infrax Limburg, Infrax West and Iveg.
PBE and Riobra joined Infrax resp. in 2010 and 2011.
 Infrax cvba is owned by the above mentioned 5 Flemish inter-municipalities, all five being
“pure” inter-municipalities, meaning 100% publicly owned (126 municipalities and 4
provinces). Infrax Limburg on its turn is the operating company of the inter-municipalities
Inter-aqua, Inter-media, Inter-energa. All these entities are owners of the network
systems and together with Infrax cvba, they form the Infrax’ Economic Group.
 Infrax cvba is the so-called operating company bundling and integrating the operational
activities in the geographical distribution and operating areas of its networks.
Distribution
System
Operator
for
Electricity
& Gas
(DSO)
Sewerage
Cable
television
Infrax’ services cover overall 126 municipalities (122 Flemish + 4 Walloon) as follows:
 4 Distribution System Operators (DSOs) for Electricity and Gas: Inter-energa,
Infrax West, Iveg and PBE (93 municipalities = 22% Flemish coverage).
Infrax cvba is the operating company of the 100% regulated electricity and gas
distribution networks on behalf of these DSOs, all authorised by decision of the Flemish
regulator VREG in the role of DSO for electricity and as DSO for gas, both for a period of
12 years.
 4 network operators for Sewerage: Inter-aqua, Infrax West, Iveg, Riobra
(83 municipalities = 27% Flemish coverage)
 3 network operators for Cable television: Inter-media, Infrax West, PBE
(91 municipalities = 30% Flemish coverage)
Investor Presentation June 2015
5
Infrax in a nutshell
 Based on Infrax’ Economic Group 2014 aggregate figures (Infrax + Guarantors):
Strong
Financials
Infrax
A/Stable
rated by
Fitch
Strong
Expected
Credit
Metrics

Total balance sheet of 4.1 billion EUR with Fixed Assets of 3.3 billion EUR and
Equity of 2.6 billion EUR (64% solvency)

Aggregate Turnover of 708 million EUR and Aggregate Net Profit of 184 million EUR
 On October 16th 2014; Fitch rating has published Infrax CVBA’s long-term Issuer Default
Rating at « A » with stable outlook
 This rating reflects the group’s solid business profile of a network-focused multi-utility
covering a large part of Belgium’s Flemish region with strong expected credit metrics.
There is a one notch uplift reflecting its relationship with its parents, municipalities within
the Flemish Community (AA/Stable). Next to this, Infrax has a legal monopoly in 126
municipalities and enjoys regulated tariffs and subsidies for its sewerage capex programs
 Based on the Fitch Rating report of October 16th 2014: expectations:

FFO net adjusted leverage reaches 4.3x at YE14 (from 3.7x at YE13) and remain around
this level.

net debt to RAB (including sewerage assets which are not compensated on a RAB basis)
to increase to around 34% from 29%.

FFO interest cover to reduce to around 7x from 9x.

Free cash flow should be neutral from 2015 assuming that no further tariff deficit
accumulates.
 Reality YE2014 (to be confirmed by FITCH):

FFO net adjusted leverage reaches 3.9x

net debt to RAB increases to 32%

FFO interest cover reduces to 8x.
Investor Presentation June 2015
6
Infrax
Investor Presentation
1. Executive Summary
2. Company Profile
3. Business & legal
framework
4. Financial Profile
5. Conclusion
Investor Presentation June 2015
7
2. Company Profile
Economic Group
Ownership Structure
Guarantee Structure
Investor Presentation June 2015
8
Infrax Economic Group
EUR 266 mio
6% of Economic Group
EUR 760 mio
18% of Economic Group
EUR 329 mio
8% of Economic Group

Infrax cvba is the operating
company for all inter-municipalities
of the Infrax’ Economic Group.

Infrax implements all decisions
made, prepares decisions & opinions
and takes care of the
administration, accounting, HR,
ICT…

inter-municipalities: 100% public
owned (mission-entrusted
companies)

Municipalities & provinces decide to
join an inter-municipality for a
specific activity.

Board of Directors of the
inter-municipalities decides on:
 Budget
 Tariffs
 Investments (Capex)
 Dividends
EUR 1,544 mio
37% of Economic Group
EUR 676 mio
16% of Economic Group
EUR 137 mio
3% of Economic Group
8%
EUR 306 mio
7% of Economic Group
8%
EUR 186 mio
5% of Economic Group
Investor Presentation June 2015
9
Infrax Ownership Structure
Inter-municipalities




All inter-municipalities in Flanders have a limited period of 18 years by Flemish Decree.
In the past, it was common practice to extend the mandate of the inter-municipality years
before the expiry date; however, from now on, this is forbidden by the Flemish Decree.
The expiry date of the mandate for each inter-municipality is:








Infrax Limburg: 10 November 2019
Inter-energa: 31 December 2014
Inter-media: 28 November 2022
Inter-aqua: 28 November 2022
Infrax West: 10 November 2019
Iveg : 10 November 2019
PBE: 8 February 2018
Riobra: 25 November 2023
For Inter-energa, the prolongation was approved by the
board of directors (24/06/2014) and has been approved
by the General Assembly (9/12/2014).
The mandate will be extended to 9/11/2019 to comply
with the decision of the Flemish Government to align the
expiry date of the mandate of all inter-municipalities.
Infrax expects that, at the end of the mandate expiry of each inter-municipality, the
municipalities will decide to extend the mandate for another 18 years
Municipalities (= shareholders)


If a municipality should decide not to take part in a prolongation, meaning that it wants to
leave the shareholdership of the inter-municipality, it is obliged to take over from the
inter-municipality its relevant assets & liabilities : financial debt, personnel, public service
obligations etc.
In practice, this means that the DSO converts assets into cash by selling the network’
assets to the new operator and returns the capital and share of the reserves to the
shareholder.
Investor Presentation June 2015
10
Infrax Guarantee Structure
Investor Presentation June 2015

The Guarantee structure is
proportionate to the participation of
each inter-municipality in the capital
of Infrax cvba

Infrax Limburg, Inter-energa,
Inter-aqua and Inter-media provide a
joint guarantee

No change in guarantee structure
between the second 15 year bond
issued in 2014 vs-a-vs the 10 year
bond issued in 2013
11
Infrax
Investor Presentation
1. Executive Summary
2. Company Profile
3. Business & legal
framework
4. Financial Profile
5. Conclusion
Investor Presentation June 2015
12
3. Business &
Legal framework
3 Business Lines
Regulatory Framework
Distribution of Electricity & Gas
Sewerage
Cable television
Investor Presentation June 2015
13
3 Types of networks at Infrax
Electricity & Gas distribution, Sewerage, Cable Television
Regulated business
Legal framework
LT contract
Electricity & Gas
(Energy)
Distribution
Sewerage
Cable television
(CATV)

Inter-energa

Inter-aqua

Infrax West

Infrax West

PBE (only electricity)

Iveg

Iveg

Riobra
Inter-media

Infrax West

PBE
LT-lease contract with Telenet
Flemish Water Decree
Regulators


CREG = Federal regulator (on tariffs)
(until 1.7.2014)
VREG = Flemish Region regulator
(from 1.7.2014)

EU Water Framework Directive of 2000
implemented in Flemish law:
Flemish Region is responsible for
environment and water policy

Deal with Telenet 1.10.2008: Telenet has
exclusive rights on the cable and provides
all customer services: internet, telephone,
analogue and interactive digital TV (iDtv)

Inter-municipalities = network owners

Inter-municipalities = network owners

Inter-municipalities = network owners

Cost plus (until 2014)
Revenue regulation (from 2015)

Flemish Regulator : VMM



Distribution tariffs cover all operation
costs, financial costs are included,
ROE methodology (see WACC on slide 22)
Remuneration imposed by law: pass
through via invoice of drinking water
companies to end-consumers
LT lease contract 2008-2046 with defined
capex- and opex-fees to cover the use and
maintenance of the cable infrastructure

No commercial risk for the network owner:
income is independent of the evolution in
the customer base of Telenet

CAB: 241 mio EUR, return 6.25%

7% of EBITDA/ 8% of fixed assets of
Infrax’ Economic Group



Multi-annual tariffs: 4-year period 20092012 tariff prolonged for 2013 & 2014.
New tariffs approved by the VREG for
the 2015.
RAB electricity: 1,255 mio EUR
RAB gas:
650 mio EUR
75% EBITDA/ 58% fixed assets of
Infrax’ Economic Group

Board of directors decides on tariff with
maximum tariff set by Flemish decree =
1,4 x tariff supra-municipal (Aquafin)

Operation, development & maintenance
of sewerage network with a reasonable
margin

Fixed Assets: 1,090 mio EUR

14% EBITDA/ 32% fixed assets of
Infrax’ Economic Group
Investor Presentation June 2015
14
Infrax’ Network: Electricity & Gas
Infrax covers 22% of the Flemish Municipalities (by number of inhabitants)
Electricity DSO (93 municipalities)
Gas DSO (82 municipalities)
Flanders
Flanders
Gas Network
Electricity Network
Total Infrax network length (km):
42,826
low voltage (km):
31,100
mid voltage (km):
11,726
Access points:
744,302
Budget meters in operation:
Public lighting points:
296,868
Volume transported (MWh)
RAB (€ million)
9,208
6,958,605
1,255
Total Infrax network length (km):
13,312
low pressure (km):
11,471
mid pressure (km):
1,841
Access points:
Budget meters in operation:
Volume transported (MWh)
RAB (€ million)
341,557
4,430
8,612,159
650
(*) All figures as per 31 December 2014 Source : Infrax Investor Relations – Operational figures
Investor Presentation June 2015
15
Infrax’ Network: Sewerage and Cable television
Infrax is the biggest sewerage network
company in Flanders covering 27% of the
Flemish municipalities
CATV: The market served by Infrax
covers 30% of the Flemish municipalities
CATV (91 municipalities)
Sewerage (83 municipalities)
Sewerage Network
Cable TV Network
Total Infrax network length (km) : 10,609 km
DWA (‘dry weather flow’):
RWA (‘rain water flow):
1,391 km
Mixed and other:
8,642 km
Access points:
572,412
Number of pump stations:
472
Number of individual units (IBA’s):
345
Fixed Assets: (€ million):
Total Infrax network length:
19,647 km
576 km
1,090
Primary network :
Secondary network:
Junction network:
Access points:
2,196 km
13,564 km
3,887 km
528,062
Fixed Assets and CAB Telenet (€ million) : 241
(*) All figures as per 31 December 2014: Infrax Investor Relations – Operational figures
Investor Presentation June 2015
16
Electricity & Gas
Investor Presentation June 2015
17
Regulatory Framework Overview
 Energy (Electricity & Gas) distribution is a
regional competence (VREG for Infrax), except
for the tariff competence (tariff methodology,
tariff approval and control) which is today still a
federal competence (CREG).
Brussels
 However, based on federal institutional
agreements (2011), a transfer of the tariff
competence to the regions took place on
July 1st 2014.
 The three Regional regulators (VREG, BRUGEL
and CWaPE) are in charge of technical
regulations, local distribution of electricity
(voltage ≤ 70kV) and natural gas, execution of
social public service obligations, approval of
investments programs, energy production from
renewable sources and combined heat and power
systems.
Investor Presentation June 2015
18
Regulatory Framework Overview
(source: www.vreg.be)

Operation, development & maintenance of the electricity
and gas distribution systems

Metering

Public service obligations: social supplier, budget
meters, rational use of energy, GPC,..

Public lighting

Operation of transmission networks 70kV and 36kV by
Inter-energa resp. Infrax West on behalf of Elia.
Recuperation of all operational costs including a fair
beneficiary margin paid by Elia, based on formula
RAB*WACC

Distribution of electricity and gas: fair profit margin
based on formula RAB*WACC

Infrax cvba performs all operations at cost (without a
profit or loss) for the inter-municipalities.
Moody’s A1
with negative outlook
Investor Presentation June 2015
Fitch A
with stable outlook
19
Regulatory Framework Timeline
Before 2012
2012
 Guaranteed income during
a 4-year regulatory period
in order to cover the
imposed public tasks by
law and allowing
reasonable profit margins
in return for the invested
capital
 3rd Energy
Package
(European
Directive)
transposed in
Belgian Law
2014-2014
 Decision to
extend the
2009-2012
tariffs in
2014/2014 (new
tariff setting in
2015)
 Yearly income is divided
into “manageable” and
“non-manageable” costs
(e.g. depreciations,
financial charges, public
service obligations, fair
beneficiary margin,..)
2015
 Decision for tariff setting
competences of the CREG
(federal regulator) to the
regional regulators has been
taken with take-off on July 1st
2014.
 New tariff methodology by
VREG is published 30.9.2014:
system of revenue regulation
 2015:
New tariffs based on a new
methodology (budget) but
with the current tariff
structure.
 2017: new tariffs based on
new methodology and new
tariff structure
(regulation period 4 years)
Investor Presentation June 2015
20
Regulatory Framework New Tariff Mechanism

As of July 1st, 2014; the tariff competences transfer from the federal regulator (CREG) to the Flemish
regulator (VREG). As a result, from July 1st, 2014 all competences (tariffs, technical, public obligations,
investment plans, legal, administrative, …) will be governed by one regulator (= VREG).

This is considered as positive as it is expected to contribute to a consistent and clear regulatory
framework, with the possibility of a better integration and execution of the energy policy which is also
regional political competence (more responsibility).

Given the announced transfer of tariff competence, the CREG has not been undertaking new tariffications.
It was decided to prolong the former 4-year tariff period 2008-2012 for an additional 2 years 2013-2014
(same tariffs).

New tariff regulation comes into force on January 1st of 2015

Historic Boni/Mali
The treatment of the differences between budgets and real costs and revenues is referred to in the Royal
Decree of September 2 2008 as the "bonus/malus" treatment.
 Differences relating to manageable costs will be to the benefit of the shareholder (“bonus”) or are to
be borne by it (“malus”).
 Differences relating to non-manageable costs (e.g. depreciations, public service obligations, network
losses, interests, fair beneficiary margin,…) and to volumes of transported energy are considered as a
global liability or receivable towards the customers
 Infrax started a legal proceeding to force the CREG (or VREG on second hand) to determine the
differences 2010 to 2014 for manageable and non-manageable costs.
Investor Presentation June 2015
21
Regulatory Framework New Tariff Mechanism
 30.9.2014: new Tariff Methodology: VREG started in 2014 a consultation-procedure with all Flemish grid
players to elaborate a new tariff methodology, this procedure was finalized on the 30 September 2014
(source: www.vreg.be > energiemarkt > publicaties > beslissingen > BESL 2014-21)
Basic




principles :
System of revenue regulation (example = the Netherlands)  cost-plus CREG
Different treatment in exogenous and endogenous costs  manageable and non-manageable costs CREG
Equitable profit margin : RAB x WACC (≈ same RAB-base and WACC-method CREG but with other parameters)
WACC = CEQ x (1 – g) + CDEBT x g
CEQ = Cost of Equity = (Risk Free Rate + Equity Risk premium* βEQ)
Risk Free Rate: average yield Belgian and German Government bond 10y last 2 years: 2%
Equity Risk premium (1900-2014, Euro-zone): 5.1% for both electricity and gas
βEQ : 0.73 for both electricity and for gas
CDEBT = Cost of Debt = (Risk Free Rate + Interest premium + Transaction cost premium)
Interest premium = credit-spread Utilities with “A” credit rating last 2 years and last 10 years
Transaction cost premium = 0.15%
40% * actual cost + 60% average interest on loans last 15 years
actual cost = risk free rate 2% +Interest premium 1.2%+Transaction cost premium 0.15%
last 15years= risk free rate 3.3% +Interest premium 1.2%+Transaction cost premium 0.15%
g = gearing = Debt / (Debt + Equity) = 55% (Utilities with credit rating “A”)  67% debt CREG

2015-2016: Cost of Equity (CEQ)
= 5.7% ≈ WACC-method CREG: 2014: 5.65% electricity (33% Equity)
Cost of Debt (CDEBT)
= 4.1% > average interest on outstanding LT-loans: 2015/2016: 3.3%
WACC on RAB
= 4.8%
corrected with impact of corporate income tax => 6.1%
Interest on net-working capital (<1/14 Turnover): 4.1% (excl. regulatory differences & stock GPC/WKC)
Interest compensation for regulatory differences & stock GPC/DHP-certificates: 2.75%
Investor Presentation June 2015
22
New tariffs 1.1.2015
The Flemish regulator (VREG) has approved new tariffs for electricity and gas for 2015 .
The tariff decisions are, as foreseen and taken into account in the financial planning of Infrax, based on the following
elements:
- from 2015 on, there is no further accumulation of the regulatory differences ;
- all costs budgeted for 2015 are included in the accepted income and as a consequence in the tariffs ;
- recuperation of the regulatory differences from 2008 and 2009 (50% in 2015 and 50% 2016).
The following amounts have been taken into account ( + = increasing income, - = decreasing income):
Electricity: +10 mio EUR Gas: -10,7 mio EUR , the global effect (electricity + gas) is quasi nihil
By setting the tariffs, a decrease in volume has been taken into account.
The regulator has also approved that volume-differences are not a risk the grid operators have to face but will be
settled in the tariffs of the next period.
The specific flat tariff for the owners of solar panels will be charged starting from 01.07.2015. This delay in the starting
point has however no effect on the global income of Infrax for 2015. The lack of income for the first six months is
compensated/neutralized by higher overall tariffs for the use of the network.
Conclusion
The scenario taking into account in the financial planning of Infrax, is valid.
Budget/cash income
- Electricity : average increase in tariffs by 41% , increase of income from € 344 mio EUR to € 428 mio EUR
- Gas : average decrease in tariffs by 17%, decrease of income from € 87 mio EUR to € 66 mio EUR
Volume differences
Volume differences are considered as exogenous and will each year be settled in the tariffs
Wallonia
For the 4 PBE municipalities the Cwape (= Walloon regulator) has also made a tariff decision.
The overall accepted budget has increased from € 4,3 mio. to € 5,3 mio. or 23%.
Taking into account a lower volume (98,0 MWh in 2014 versus 94,7 MWh in 2015) average tariffs increased by 27,7%.
8/06/2015
Investor Presentation June 2015
23
Sewerage
Investor Presentation June 2015
24
Regulatory Framework Sewerage
municipalities
Investment grants
Financial flow
Network Operators
Municipal waste water contribution
 Maximum tariff set by Law
(1,4 x supra-municipal tariff)
 Operation, development &
maintenance of sewerage
network with a reasonable
margin
Drinking water companies
 No purification
Payment of invoices
(drinking water and
waste water contribution)
(‘integral water bill’)
Residential customers
Industrial customers
Investor Presentation June 2015
25
Regulatory Framework Sewerage
 The EU Water Framework Directive was implemented in the Flemish law in 2000
(Flemish Drink Water Decree).
 The Flemish Region is responsible for the environment and water policy.
 The regulator is called VMM (‘Vlaamse Milieu Maatschappij’)
 The inter-municipalities are the owners of the network.
 Remuneration is imposed by law: pass through via invoice of drinking water companies to end-consumers.
New Tariffs in 2015
 Base
By decision of the Flemish government, the supra-municipal tariff (= Aquafin) has increased by 26% from
0,96 EUR/m³ (2014) to 1,2088 EUR/m³ (2015). The maximum municipal tariff set by Law is equal to 1,4 x
the supra-municipal tariff. This ceiling is not adjusted. Therefore the maximum municipal tariff is also
increased by 26% from € 1,344 EUR/m³ (2014) tot 1,6923 EUR/m³ (2015).
 The increase in turnover is estimated as follows: +15,2 mio EUR/year from 2015 on.
 Effect
The circular LNE 2013/2 of 20.12.2013 of Flemish Minister for environment, nature and culture, among
other things, determines that the municipal sanity contributions can only be used for investment and
maintenance expenditures. The circular states that the sanity contributions should primarily be used for
investments in the further development, sustainable maintenance and management of the municipal
sewerage network.

the increase in the tariffs will mainly be used for financing and to increase future investments.
Investor Presentation June 2015
26
Cable
Television
Investor Presentation June 2015
27
Framework Cable Television
Investor Presentation June 2015
28
Infrax
Investor Presentation
1. Executive Summary
2. Company Profile
3. Business & legal
framework
4. Financial Profile
5. Conclusion
Investor Presentation June 2015
29
4. Financial
Profile
Key Financials for the
Infrax’ Economic Group
Capex Programme and
forecast
LT forecast financing needs
Financial Debt Profile
Corporate Income tax
Investor Presentation June 2015
30
Infrax Economic Group
3 network
companies that
combine their
operational
activities in one
operational
company ‘Infrax
Limburg’
7 network
companies
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
35
23
1
172
676
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
380
120
68
422
1,544
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
5
10
27
17
137
∑ Infrax Ec. Group
FY2014
Sales
EBITDA
Net profit
Net debt
Total assets
80
3
11
0
266
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
120
39
46
169
760
Operational company in
charge of the exploitation,
maintenance and
development of the
network companies
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
87
27
15
106
329
cvba
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
10
8
642
741
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
69
22
17
72
306
Sales
EBITDA
Net profit
Net debt
Total assets
Intra-group
eliminations
Sales
EBITDA
Net profit
Net debt
Total assets
FY2014
-90
0
-3
-580
-826
Investor Presentation June 2015
(EUR mio) FY2014
Sales
708
EBITDA1
260
Net profit
184
Net debt2
1,042
Fixed Assets3 3,277
Total Assets
4,120
FY2014
12
8
2
22
186
BE GAAP audited figures 2014
for Infrax + Infrax Limburg +
Inter-Aqua + Inter-Energa +
Inter-Media + Infrax West +
IVEG + PBE + Riobra.
Aggregated figures 2014 have
not been audited.
EBITDA = Operational EBITDA
‘Net debt’=net financial debt
3 Fixed Assets includes CAB
Telenet
(178.4
mio
EUR)
1
2
31
Infrax Key Financials
Fixed Assets 2014 – EUR 3.3 Billion (incl. CAB Telenet)
Equity 2014 – EUR 2.6 Billion
58% of Fixed Assets relate to Regulated Businesses
55% of Equity relates to Regulated Businesses
other; 7%
Electricity; 42%
Sewerage; 32%
CATV; 6%
Gas; 14%
The category ‘Other’ is mainly comprised of Fixed Assets and Equity that are used to benefit all business lines at the operating
companies Infrax and Infrax Limburg.
Aggregated Financials based on audited individual accounts of all Infrax’ entities.
Investor Presentation June 2015
32
Infrax Key Financials
Turnover 2014 – EUR 708 Million
Net Profit 2014 – EUR 184 Million
90% of Turnover relates to Regulated Businesses
67% of Net Profit relates to Regulated Businesses
Sewerage; 8%
other; 4%
other; 0%
Sewerage; 2%
CATV; 1%
Gas; 13%
CATV; 27%
Electricity; 54%
Electricity; 77%
Gas; 13%
The category ‘Other’ is mainly comprised of financial revenues that can not be attributed to one specific activity.
These are corrected for intra-group dividend payments.
Aggregated Financials based on audited individual accounts of all Infrax’ entities.
Investor Presentation June 2015
33
Infrax Summary Financials
(in mio €)
Income statement
Turnover
Total Operating Income
Total Operating Charges
Operating profit
Financial profit
Extraordinary Income
Net Profit
2011
2012
2013
2014
587
638
-515
123
+6
-6
122
642
737
-609
128
-3
-13
112
526
2,915
3,441
585
368
953
2,488
3,441
638
3,062
3,700
745
396
1,141
2,558
3,700
Cash Flow from operating activities
Change in operating assets and liablilities
Net Cash Flow from Operating Activities
Net Cash Flow from Investing Activities
Net Cash Flow from Financing Activities
221
-68
153
-204
58
214
-103
111
-231
118
207
-138
70
-184
119
188
-166
23
-144
129
Net change Cash & Cash Equivalents
Cash & Cash Equivalents on 31 December
+7
18
-2
16
+5
22
+7
29
Balance Sheet
Total Current Assets
Total Fixed Assets
Total Assets
Total Non-Current Liabilities & provisions
Total Current and other Liabilities
Total Liabilities
Total Shareholders' Equity
Total Liabilities and Equity
688
758
-635
124
-3
-13
107
2011-2014
708
831
-695
136
-32
+80
184
775
939
3,143 3,180
3,918 4,120
943 1,018
359
470
1,302 1,487
2,616 2,632
3,918 4,120
Cash Flow Statement
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
34
Infrax Exceptional profit of 2014

The profit of the year 2014 is exceptional due to the reversal of 2 provisions:
98.2 mio EUR
Until 2012 provisions were made to compensate for the regulatory assets (nonmanageable costs and volume differences). With regard to the Flemish coalition
agreement for 2014-2019, which states that the deficits in non-manageable costs from
the past must be eliminated in the short term and with regard to the decision of the
regulator VREG to offset the balances from 2008 and 2009 in the tariffs for 2015 and
2016, it can reasonably be assumed that these provisions become without purpose.
The reversal of these provisions amounts 59,1 mio EUR.
Secondly, a reversal of the provisions accrued in the past for the delta between the
real opex CATV versus the opex-retribution Telenet for the amount of 37,7 mio EUR.
The provison was created in 2008 for the delta between the expected real opex cable
television versus the opex-retribution Telenet, as contractually agreed for the period
2008-2014. This provision is entirely reversed in 2014. From October 2014, the
opex-fee will be determined partly on the basis of the evolution of Telenet and partly
on the evolution of the salary costs on the basis of the Agoria-index.
Investor Presentation June 2015
35
Infrax dividend strategy current legislature
(2015-2018)
The different Boards of Directors approved the dividend strategy to be followed in this legislature
(2015-2018). At end of 2018 in Belgium new communal elections will take place.
For the entire Infrax-group a total cash outflow to the stockholders of about € 78.4 mio. per year is
proposed for the years 2014-2018.
As a part of this dividend strategy, taken into account the transitional measures of the submission to
the corporate tax, for the year ending 2014 a total dividend is proposed of € 201 mio.
This dividend can be divided into 3 parts:
·
Part 1 : amount immediately distributable to the stockholders: € 78.4 mio. (= normal dividend
financial year 2014)
·
Part 2 : dividend that will be used (with approval of the stockholders) to increase the share
capital after the general meeting (system stockdividend) : € 4.5 mio.
·
Part 3 : Deferred payment : € 118 mio.
The deferred payment acts as a loan from the stockholders to the Infrax members, has a
subordinated character and a 4 or 5 year term, quarterly repayable with interest (2,25%).
The deferred payment system has to be approved by all stockholders unanimous and can be regarded
as an advanced no cash contribution.
It is important to notice that the dividend strategy states that the stockholders will receive in cash the
following years in total (dividend financial year + deferred payment) € 78.4 mio. per year.
No increase in (dividend) payments is foreseen.
8/06/2015
Investor Presentation June 2015
36
Infrax Investment Programme 2015 - 2019
Net Investments (x 1 mio EUR)
2013
Actual
2014
Actual
2015
Budget
2016
Budget
2017-2019
Forecast
Electricity
58.0
55.2
64.2
61.2
202,0
Gas
40.7
32.7
39.9
33.7
105,1
CATV (1)
35.3
29.8
27.8
48.0
108,5
Sewerage
28.8
21.9
37.7
46.8
114.8
-
0.1
-
4.1
7.2
Smart meters: proof of concept and pilot
full roll-out is not included,
roll-out to be decided by the Flemish government
no roll-out before 2018
8.0
1.1
4.8
6.2
18.8
Clearing-house ATRIAS
0.8
-
7.2
6.8
21.2
-
-
1.5
1.2
3.8
9.3
10.7
9.4
6.1
13.6
180.9
151.5
192.5
214.1
595.0
District heating (2)
Smart grids and other strategic projects
Other (Fin. Assets, ICT, equipment, offices, vehicles…)
Total Investments
(1) Incl. Project Roadrunner Telenet: upgrade to 1Gb: 45 mio EUR 2016-2018
(2) New business: 2 projects; Antwerp-New-South and Harelbeke (IMOG)
Average: 198 mio EUR/year
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
37
Infrax Debt Structure
Infrax Economic Group excluding intercompany loans.
(in million of EUR)
31/12/2011
31/12/2012
31/12/2013
31/12/2014
440.9
96.5
537.4
598.6
128.2
726.8
803.7
95.8
899.5
986.6
84.4
1,071.0
Leverage
(long term + short financial debt) /equity
22%
28%
34%
41%
Solvency
equity / total assets
72%
69%
67%
64%
4.49%
4.19%
3.90%
3.27%
15.94 year
12.61 year
11.15 year
11.25 year
Long term financial debt (incl. leasing)
Short term financial debt (incl. leasing)
Total
Average Interest Rate
on outstanding LT loans
Average duration of LT debt portfolio
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
38
Infrax Long Term Debt Structure
Distribution by Type of Debt (31/12/2014)
Bank Loans Fixed
Bank Loans Swapped to fixed
Bank Loans Variable
Bullet Loans
Medium Term Notes
EMTN Bond
Total (excl. leasing)
Million
Euro
161
146
150
40
49
500
1,046
Aggregated Financials based on audited individual accounts of all Infrax’ entities.
Investor Presentation June 2015
39
Infrax Long Term Debt Structure
Distribution by Company (31/12/2014)
Million
Euro
Infrax
Infrax Limburg
Infrax West
Inter-Aqua
Inter-Energa
Inter-Media
Iveg
PBE
Riobra
Total
648
0
76
90
122
17
59
21
13
1,046
Aggregated Financials based on audited individual accounts of all Infrax’ entities.
Investor Presentation June 2015
40
Infrax maturity profile 1
1 Infrax Economic Group excluding intercompany loans
Investor Presentation June 2015
41
Infrax Liquidity Facilities
Liquidity facilities as of 31 December 2014
Belgian Treasury Notes Programme
 Total programme amount: 200 million EUR
 Outstanding amount : 66.75 million EUR composed of
ST committed credit Lines
Bank deposits

17.500 million EUR short term notes

49.250 million EUR medium term notes (due 2015 and 2017)
 Total size facilities: 206 million EUR

Outstanding :

Undrawn:
0.0 million EUR
206.0 million EUR
 29.2 million EUR
Investor Presentation June 2015
42
Corporate Income Tax from 1.1.2015
Until 2014, the Belgium associations of local authorities were by law (art. 180 CIR) excluded from
corporate income tax. Associations of local authorities were subjected to the tax on legal persons
(= no income tax - very minimal).
A new program law dated 19 December 2014 was published on 29 December 2014.
The new law deletes the explicit exclusion starting at financial year 2015.
Although the law was voted end of 2014 a lot of uncertainties still remain :

The fact that the explicit exclusion is deleted, doesn’t mean that associations of local authorities
will automatically be subjected to the corporate income tax.
Depending on nature of the activities (commercial/non commercial, profit/non-profit motive, in
competition with private sector yes or no/….) local authorities can stay subjected to the tax on
legal persons. The Minister of Finance has announced that guidelines in this matter will be
published later in 2015.

If corporate income tax is at stake, the transitional measures impose a latent tax burden on some
of the retained earnings and revaluation surpluses, which apparently was not really the intention.
To avoid this non-intended effect a proposal for reparative legislation is politically discussed at this
moment.
Corporate income tax system in Belgium
The basic tax rate in Belgium is 33,99% (on profit following Belgian GAAP)
The effective tax burden depends on several elements:

The tax burden is, amongst others, increased by:
o Non-deductible expenditures (social advantages, part of restaurant costs, …)
o The regime of the fairness tax

The tax burden can, amongst others, be decreased by
o Notional interest deduction !!! (= important)
o Deduction of dividends received as definitively taxed income
o Investment deduction of a certain category of investments
8/06/2015
Investor Presentation June 2015
43
Corporate Income Tax 1.1.2015 –
electricity and gas
Tariffs electricity and gas
In the methodology (formula) of all the Belgian regulators (VREG, CREG and Cwape) an income
tax percentage is taken into account. By applying the formula, the accepted income/tariffs for the
final customer will be increased to neutralize the tax implications for the grid operators.
 the effect of the submission to the corporate income tax regarding the electricity and gas
distribution will be neutralized by higher tariffs for the final customer.
In
1.
2.
3.
its letter of 12 May 2015 the flemish regulator VREG has confirmed that:
The Wacc for 2015 will be adjusted from 4,8% to 6,1% incl. income corporate tax
The Income of Infrax will increase with +15.4 mio EUR for electricity and +8.3 mio EUR for gas
The DSOs are invited to submit new tariff proposals for 2016.
On the 1st of June 2015, all Infrax-DSOs have submitted a new tariff proposal to the VREG for
2015 to be implemented from 1 July 2015 in the best case.
8/06/2015
Investor Presentation June 2015
44
Infrax
Investor Presentation
1. Executive Summary
2. Company Profile
3. Business & legal
framework
4. Financial Profile
5. Conclusion
Investor Presentation June 2015
45
5. Conclusion
Key facts Fitch rating report
Investment Highlights
Key Offering Characteristics
Investor Presentation June 2015
46
Infrax has a single A/Stable rating
Extracts from the Fitch rating report on 16/10/2014

Infrax A/Stable rating is based on the group’s strong standalone credit profile and a
one-notch uplift reflecting its relationship with the Flemish Community (AA/Stable)

Strong multi-utility business profile: « We view the company’s core regulated networks
operations as supportive of its standalone rating.» and « The local municipalities tend to
subsidise [the sewerage business] between 50% and 100% of capex relating to new
small scale facilities.»

Supportive regulatory framework: « Since the competence on distribution tariffs are
transferring to the regions, the risk of inconsistencies between federal and regional
legislation and regulation is reduced.»

Healthy credit metrics compared to other regulated peers: «We expect FFO net adjusted
leverage to reach 4.3x at YE14 (from 3.7x at YE13) and remain around this level » and
« …credit metrics compare with a strong ‘A’ category as per our EMEA regulated network
sector credit factors and considering a number of Fitch-rated peers in the EU.»

Close linkage with shareholders: «…[The eight DSOs within Infrax group] their legal
nature, including income tax exemption, high strategic importance to the regions,
control over key decision making and tangible support in the sewerage segment… » and
«The eight (DSOs) and asset owners within Infrax group are fully municipality-owned
public legal entities active solely in 126 municipalities »
Investor Presentation June 2015
47
Investment highlights
Infrax’ Economic Group = 100% public ownership
with a fully public services mission
Activities with low risk profile :
1.
Electricity & Gas Distribution: regulated business with favorable regulatory environment (cost-plus),
legal monopolistic business, strong predictable cash flow generation, generating 72% and 68% of Infrax‘
Economic Group’s EBITDA and Net Profit
2.
Sewerage: Favorable legal environment defined by law and controlled by the Flemish Region
3.
Cable Television: Current 38-year lease contract (2008–2046) between Infrax’ entities and the Flemish
commercial cable company Telenet, guaranteeing a annual remuneration for the use of network and
investments costs by Infrax.
Strong balance sheet structure, conservative capital structure:
64% solvency ratio (Equity/Total Assets) for the Infrax’ Economic Group
Long term rating “A” by Fitch
Investor Presentation June 2015
48
Final Termsheet
Infrax cvba
EUR 250,000,000 Senior Fixed Rate Notes due 29 October 2029
8/06/2015
Issuer
INFRAX CVBA
Guarantors
Guaranteed on a several and joint basis by Infrax Limburg, Inter-energa, Inter-aqua and Inter-media
and on a several but not joint basis by Infrax West, Iveg, PBE and Riobra
The obligations of each Guarantor under the guarantee shall, at all times, be limited to the proportional
share such Guarantor holds in the share capital of the Issuer as of the Issue Date of Notes, being:
· 57% for Infrax Limburg, Inter-energa, Inter-aqua and Inter-media on a joint basis
· 19% for Infrax West;
· 12% for Iveg;
· 8% for PBE;
· 4% for Riobra;
Issuer Rating
“A” stable by Fitch
Issue Rating
“A (exp)” stable by Fitch
Status of The Notes
Senior, unsecured
Bookrunners / Lead
managers
BNP Paribas / Belfius Bank
Trade Date
22 October 2014
Settlement Date
29 October 2014
Coupon Payment Date
29 October 2015, annually
Maturity Date
29 October 2029
Notional Amount
EUR 250,000,000
Coupon
2.625 % (a.)
Mid-Swap Rate
15-yr: 1.533 % (a.)
Benchmark Price
144.30
Benchmark
DBR 4.75 07/04/28
Re-offer Spread
Mid Swap + 110 bps
Re-offer to Benchmark
Bund + 141.5 bps
Re-offer Price
99.902%
Re-offer Yield
2.633% (a.)
Investor Presentation June 2015
50
Infrax
Investor Presentation
Annexes
Investor Presentation June 2015
51
Abbreviations

CATV = Cable Television

CREG = Commissie voor de Regulering van de Elektriciteit en het Gas (=federal regulator)

VREG = Vlaamse Regulator van de Elektriciteits-en Gasmarkt (=regional regulator)

DSO = Distribution System Operator (Distributienetbeheerder, DNB)

TSO = Transmission System Operator (Transmissiebeheerder, TNB)

RAB = Regulated Asset Base
= Economical value of network for transmission & distribution of electricity and gas

CAB = Conventional Asset Base
= Economical value of network for CATV rented by Telenet (from 2008 until 2046)

WACC = Weighted Average Cost of Capital (gewogen gemiddelde kapitaalkost)

GPC = Green Power Certificates (GSC, groenestroomcertificaten)

CHP = Combined Heat Production (WKK, warmtekrachtkoppeling)

REG = Rational Use of Energy (Rationeel Energie Gebruik)

RWG = Rational Use of Water (Rationeel Water Gebruik)

Operational EBITDA = Earnings Before Interest Taxes Depreciation and Amortization from operations
= Cashflow from operations
= Operational Income – Operational Charges + Amortization + Depreciation + Provision
Investor Presentation June 2015
52
Regulatory Framework Overview

Belgium is a federal country comprising 3 Regions (Flanders, Wallonia, Brussels Capital)

In Belgium there is 1 Federal regulator and 3 Regional regulators
Flemish Region
VREG
(Vlaamse Regulator van de Elektriciteit- en Gasmarkt in Vlaanderen)
Walloon Region
CWaPE (La Commission Wallonne pour l’Energie)
Brussels Capital Region
Brugel
(De Brusselse Regulator voor Energie /
le Régulateur Bruxellois pour l’Energie)
Federal Regulator
CREG
(de Commissie voor de Regulering van de Elektriciteit en het Gas /
La Commission de Régulation de l’Electricité et du Gaz)
Investor Presentation June 2015
53
Regulatory Framework Tariff Mechanism until 2014

Tariffs must aim at

Being non-discriminatory and transparent

Being fixed relative to costs and enabling the network operator to cover its costs incurred in the
framework of its regulated activities, incl. financial costs

Including a fair profit margin for the remuneration of the capital invested in the network with a view
to ensure its optimal development

Targeting the optimal use of the transport capacity of the networks

Being clear: (i) relative to conditions and modalities of use of the networks, (ii) relative to ancillary
services and (iii) relative to possible extra-charges associated to public service obligations

Taking into consideration the reserved capacity to guarantee the service of distribution

Tariffs are fixed for a period of 4 years per activity (electricity and gas) and per DSO.
The current tariffs 2009-2012 have been extended for 2013-2014 by decision of the federal regulator CREG
New tariffs have been approved by the regional regulator VREG for the years 2015 and 2016


Tariff
Operational costs + Depreciation/Amortization + Financial costs +
Taxes paid + Return on Invested Capital
=
Estimated volume distributed
Investor Presentation June 2015
54
Regulatory Framework Tariff Mechanism until 2014
Debt (Bond)Holders
Important : distribution tariffs cover DSO’s entire costs,
including financial (interest costs); in the applicable pass
through system, interest payment of financial debt
instruments can thus be passed through (charged) in the
tariffs.
Shareholders

Step 1: Define the Regulated Asset Base (RAB) = Economic reconstruction value of the regulated
fixed assets, increased or decreased by the amount of the working capital.

Step 2: Regulated optimal capital structure : 33% Equity/67% Debt

Step 3: ROE methodology (Weighted Cost of Capital formula):
1.
Equity ≤ 33% of RAB:
 2014: ROE 4.79% Electricity / 5.63% Gas
Remuneration = (Risk Free Rate + Equity Risk Premium* β) * (1+α)
Risk Free Rate:
yield of 10-yr Belgian Government bond OLO
Equity Risk Premium:
3.50% for both electricity and gas
β:
0.65 for electricity - 0.85 for gas
α:
illiquidity premium for non-listed operator of 20%
2.
Equity > 33% of RAB: Remuneration = Risk Free Rate + 70 base points:
Investor Presentation June 2015
 2014: ROE 2.42%
55
Electricity & Gas distribution
Tariffs and Treatment of Differences between costs and
revenues (“bonus/malus”)




This is referred to in the Royal Decree of September 2 2008 as the "bonus/malus" treatment i.e.
the treatment of the differences between budgets and real costs and revenues.
Differences relating to manageable costs will be to the benefit of the shareholder (“bonus”) or are to
be borne by it (“malus”).
Bonuses 2010-2014 will probably not be approved by CREG due to upcoming regionalization of
distribution grid tariff competency. Differences of 2008-2009 are recuperated in tariffs 2015/2016.
Differences relating to non-manageable costs (e.g. depreciations, public service obligations, network
losses, interests, fair beneficiary margin,…) and to volumes of transported energy are considered as
a global liability or receivable towards the customers; at the end of the 3rd year of the ongoing
regulatory period the CREG will advise the Minister of Energy as to how those differences can be
affected in the tariffs of the upcoming regulatory period.
Year
Difference relating to manageable costs
Approved by
the CREG
Difference relating to non-manageable costs and
volumes
2008
No bonus for electricity
neither for gas
Yes
Liability of EUR
Liability of EUR
2009
Bonus of EUR 16,539,521 for electricity
Bonus of EUR 4,249,543 for gas
Yes
Receivable of EUR 23,132,943 for electricity
Liability of EUR
12,935,013 for gas
Yes
2010
Bonus of EUR 20,996,525 for electricity
Bonus of EUR 8,317,293 for gas
Not yet
Receivable of EUR 10,875,737 for electricity
Liability of EUR
23,319,301 for gas
Not yet
2011
Bonus of EUR 10,828,095 for electricity
Bonus of EUR 5,929,676 for gas
Not yet
Receivable of EUR 46,996,690 for electricity
Receivable of EUR
517,397 for gas
Not yet
2012
Bonus of EUR 15,390,039 for electricity
Bonus of EUR 7,186,446 for gas
Not yet
Receivable of EUR 65,403,410 for electricity
Liability of EUR
6,134,931 for gas
Not yet
2013
Bonus of EUR 11,379,504 for electricity
Bonus of EUR 5,883,790 for gas
Not yet
Receivable of EUR 88,430,323 for electricity
Liability of EUR
10,958,718 for gas
Not yet
2014
Bonus of EUR 7,693,914 for electricity
Bonus of EUR 3,850,772 for gas
Not yet
Receivable of EUR 71,676,026 for electricity
Receivable of EUR 12,185,343 for gas
Not yet
Investor Presentation June 2015
2,533,413 for electricity
8,383,582 for gas
Approved
by the CREG
Yes
56
municipalities
Electricity
Financial flow
Key Characteristics
Investment grants
Dividends
CAPEX
OPEX
Intrest+principal loans
DSO
GPC/CHP/REG-premiums
(Distribution System Operator)
Distribution
Grid fee
Transmission
Grid fee
energy
Energy suppliers
Producers
(Electrabel,
EDF Luminus…)
TSO
(Transmission System Operator)
Payment of energy invoices
Residential customers
Industrial customers
Investor Presentation June 2015
57
municipalities
Gas
Financial flow
Key Characteristics
Investment grants
Dividends
CAPEX
OPEX
Intrest+principal loans
DSO
REG-premiums
(Distribution System Operator)
Distribution
Grid fee
Transport
Grid fee
energy
Energy suppliers
Producers
(Electrabel,
EDF Luminus…)
TSO
(Transport System Operator)
Payment of energy invoices
Residential customers
Industrial customers
Investor Presentation June 2015
58
Cable Television Telenet Contract 1996
1996: Creation of Interkabel as an intermediary and defender of interests between pure cable operators and
Telenet. At this moment Interkabel has following shareholders:

Intermedia, Infrax West and PBE of the ‘Infrax Group’

Integan (independent pure cable operator serving region of Antwerp)
1996 Contract (left side slide 28)
 Contribution by establishment

Contribution of certain rights of use (50 MHZ bandwidth, Multimedia services, point-to point telecom
services) in exchange of shares of Telenet.

Currently, all shares (except 16) are sold (last sale was in 2010). The rights of use are reviewed in 2008
agreement.
 HFC (Hybrid fiber Coax) upgrade of cable network between 1997 and 2005

5% of investments are financed by Interkabel. Other investments are financed by DSOs.

Remuneration by Telenet

Clientèle fee (60% of original investments): fixed indexed amount until 2046.

Annuity (40% of original investments): follows depreciation rules of investments.

Actual situation

Annuity: Remuneration decreases at a rate of depreciation period (max. 15 years). Effect on P&L is
minimal.

Clientèle fee: remuneration remains at same level (even indexed) while cost decreases yearly by
ending depreciation period  this fee is becoming very profitable.
Investor Presentation June 2015
59
Cable Television Telenet Contract 2008
From 28 June 2008 - 23 September 2046 (Maturity Date)

Agreement of 1996 remains valid: No changes in revenues (clientèle fee and annuities)

Transfer of commercial activities

Transfer of al commercial activities (analogue and digital) to Telenet. This also implies a transfer of the
commercial risk and as such, Infrax becomes a pure grid operator.

Single cash remuneration of € 166,59 million for DSOs of Infrax

Ground lease agreement

Long term Lease Agreement (“Erfpachtovereenkomst”) between the Infrax’ cable entities (the cable
network owners , “Lessees”), and the Telenet group (“Lessor” or “Erfpachter”)

Ground lease for Telenet on the full cable network (CATV) capacity with exclusive rights on the cable and
provides all customer services: internet, telephone, analogue and interactive digital TV

Infrax’ inter-municipalities are the network owners and perform all operations (CAPEX and OPEX)

Infrax’ inter-municipalities receive in return

a capex fee: 6,25% fix yearly return on investment

an opex fee: fixed sum

LIPIS (Limited Internal Public Interest Services) rights remain at Infrax’ cable entities (non commercial).

Service for member communities/public authorities : InfraXnet
Investor Presentation June 2015
60
Cable Television profitability
Contribution to Infrax’ group net profitability and EBITDA margin
Profitability contribution 2014
EBITDA margin contribution 2014
27% (exceptional due to the reversal of provisions Telenet)
7%
The difference between profitability and EBITDA margin can be explained by specifications of the Belgian
accounting rules. Following Belgian accounting rules, an important part of the revenues are not considered
operational but are included in financial results:


CAPEX remuneration (6,25%) 2014 EUR 12.4 mio
Dividends of Interkabel
2014 EUR 2.4 mio
The cable activity is more regarded as an investment activity rather than a customer operational activity.
Investor Presentation June 2015
61
Cable Television Telenet Contract Termination

Contracts are valid until 23 September 2046

Earlier termination in case of Default of the Lessor Telenet nv, unless a new Lessor can be found by the
Liquidator who is willing to take over all contractual engagements, all this within a period of time of 35 days.

Earlier, in case of a non-payment of more than 25% of the yearly canon payment, which entitles Infrax to
find a new Lessor who is willing to take over all contractual commitments and undertakings.

Conclusion

Early termination is only possible in a few limited situations of default and failure to pay

There is a possibility to contract a new Lessor in a short period of time taking over all existing
contractual engagements.
Investor Presentation June 2015
62
Cable Television Regulation

Cable TV is an important service of public interest and cable distribution is monitored by several regulators:


Belgium : BIPT (Belgisch Instituut voor Postdiensten en Telecommunicatie)
Flanders : VRM (Vlaamse Regulator voor de media)
Regulators form together the CRC (Convention of Regulators for the electronic Communication sector).

At the end of 2014, the CRC decided on the regulatory framework for the opening of the cable to other
providers (f.i. Mobistar).
•

Infrax is not directly affected by this decision.
From 2008, Telenet is responsible and the recognized interlocutor
Investor Presentation June 2015
63
Infrax Investments
mio EUR
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
64
Infrax External Financing Needs Assumptions
 In 2015 new tariffs were put in place and approved by the regional regulator VREG and these tariffs cover all costs
for electricity and gas. However, at this stage, shortages from the past (256 mio EUR over period 2010-2014) will
not yet be recovered.
 As of 2017, new tariffs will compensate for the shortages incurred 2010-2014 (recovery over a period of 4 years).
 Sale of Green Power Certificates and Decentral Heating Production Certificates/Cogeneration Certificates (CC):


2015
2016
50% of all purchased certificates are sold within the same year
All purchased certificates are sold within the same year

2017-2022
sale of all remaining certificates in stock over 6 years.
 There is a yearly indexation of ‘municipal waste contribution’ for the Sewerage activity, which fully covers the
investment needs for this activity.

Roll-out of smart meters and other new businesses are not foreseen in the budget
Investor Presentation June 2015
65
Infrax External Financing Needs
mio EUR
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
66
Infrax External Financing Needs
mio EUR
Aggregated Financials based on audited individual accounts of all Infrax’ entities. Amounts in million euro.
Investor Presentation June 2015
67
Infrax Board of Directors and Committees
(as at 1 June 2015)
Board of Directors
Audit Committee
Chairman
Wim DRIES, Infrax Limburg
Currently, its members are Wim Dries, Didier Reynaerts,
Lies Laridon, Michiel Liefsoens, Bert Meulemans and Paul
Verbeeck
Members
Eric AWOUTERS, Director (Infrax Limburg)
Frieda BREPOELS, Director (Infrax Limburg)
Jos CLAESSENS, Director (Infrax Limburg)
Raf DRIESKENS, Director (Infrax Limburg)
Michiel LIEFSOENS, Director (Infrax Limburg)
Lies LARIDON, Director (Infrax West)
Didier VANDEPUTTE, Director (Infrax West)
Luc WYNANT, Director (Infrax West)
Rob VAN de VELDE, Director (Iveg)
Paul VERBEECK, Director (Iveg)
Geert CLUCKERS, Director (PBE)
Didier REYNAERTS, Director (PBE)
Bert MEULEMANS, Director (Riobra)
Willem-Frederik SCHILTZ, Director (independant)
Advisory Committee
The Committee is chaired by the chairman of the Board of
Directors. It is composed of 15 members nominated by
the Board of Directors amongst the members of the
boards of directors of the shareholders of the Issuer
and/or the DSOs provided that every shareholder and/or
DSO has a right to three members.
HR-Committee
Wim
Dries,
Eric
Awouters,
Bert
Meulemans,
Geert Cluckers, Rob Van de Velde and Luc Wynant.
Auditors of the Company
Ernst & Young Bedrijfsrevisoren
Investor Presentation June 2015
68
Infrax Management Committee
(as at 1 March 2015)
Frank Vanbrabant
CEO
(from 1 July 2014)
Chris Buyse
CFO
Paul Coomans
Director Network
Management
Kaat Debruyne
Director
Communication
Public & legal affairs
Tom Ceuppens
Director Customer
Services and logistics
(from 1 March 2015)
Filip Van Rompaey
Director ICT
Investor Presentation June 2015
Herman Remmerie
Director Operations
Eric Beliën
Director HR
69
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