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. 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In member states of the European Economic Area, 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