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ANNUAL REPORT 2009

ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

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Page 1: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

ANNUAL REPORT 2009

Page 2: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

ANNUAL REPORT 2009

Page 3: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

10 May 2010 Annual General Meeting in Pontresina

23 August 2010 First Half Year Results

4 May 2011 Annual General Meeting

Publishing details

Published by: Repower PoschiavoDesign: Repower Poschiavo freicom ag St.GallenEditorial team: Repower PoschiavoPhotos: Oli Keinath Berlin Nik Hunger ZurichPrinting: Südostschweiz Print AG ChurPaper: Lessebo smooth white FSC Publishing system: Multimedia Solutions AG Zurich

The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive.

April 2010

KEY DATES

All the energy you need.

Freistuhl 344137 DortmundT: +49 (0)231 206 4060F: +49 (0)231 206 40696

Ke Štvanici 3/65618600 Praha 8 - TěšnovT +420 225 09 5200F +420 225 09 5238

Str. Pictor Ion Negulici, nr. 13C011941 BucurestiT +40 213 11 6266F +40 213 11 6265

Fra Andela Zvizdovica 19th Floor, Tower A71000 Sarajevo

Central/Eastern Europe

Germany

Annual report

▪ At a glance

▪ Rätia Energie becomes Repower

▪ Forward-looking energy

▪ Solid result in a difficult environment

▪ Market Division

▪ Assets Division

▪ Finance and Services Division

▪ Significant shareholdings

▪ Corporate governance

Financial Report

Addresses

Key dates

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04AnnuAl REpoRt 2009

- Rätia Energie posts solid year-end result in a difficult environment

- Group energy sales up by 15 % to 14.432 gigawatt hours

- total operating revenue on prior-year level: CHF 1.96 billion

- Income before interest and income taxes: CHF 137 million (- 26 %)

- Group profit: CHF 111 million (+ 18 %) - Energy prices still under pressure due to economic and financial crisis - Significant progress with power plant projects: hydro, thermal and wind power

- taschinas power plant under construction: connection to grid in 2011

- Successful first-time placement of CHF 200 million bond

SHARE INFORMATION

Share capital 2 783 115 bearer shares at CHF 1.00 CHF 2.8 million 625 000 participation certificates (pC) at CHF 1.00 CHF 0.6 million

CHFShare price 2008 2009 Bearer shares High 691 520 low 352 360 participation certificates (pC) High 519 390 low 278 208

Dividend 2005 2006 2007 2008 2009 *) Bearer shares 4.50 4.50 5.50 7.00 8.00 participation certificates (pC) 4.50 4.50 5.50 7.00 8.00

*) 2009 dividend subject to decision by the Annual General Meeting. there are no restrictions on transferability or voting rights.

conTEnT AT A GLAncE

climaneutral115-53466-0310-1041www.climatepartner.com

Page 4: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

10 May 2010 Annual General Meeting in Pontresina

23 August 2010 First Half Year Results

4 May 2011 Annual General Meeting

Publishing details

Published by: Repower PoschiavoDesign: Repower Poschiavo freicom ag St.GallenEditorial team: Repower PoschiavoPhotos: Oli Keinath Berlin Nik Hunger ZurichPrinting: Südostschweiz Print AG ChurPaper: Lessebo smooth white FSC Publishing system: Multimedia Solutions AG Zurich

The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive.

April 2010

KEY DATES

All the energy you need.

Freistuhl 344137 DortmundT: +49 (0)231 206 4060F: +49 (0)231 206 40696

Ke Štvanici 3/65618600 Praha 8 - TěšnovT +420 225 09 5200F +420 225 09 5238

Str. Pictor Ion Negulici, nr. 13C011941 BucurestiT +40 213 11 6266F +40 213 11 6265

Fra Andela Zvizdovica 19th Floor, Tower A71000 Sarajevo

Central/Eastern Europe

Germany

Annual report

▪ At a glance

▪ Rätia Energie becomes Repower

▪ Forward-looking energy

▪ Solid result in a difficult environment

▪ Market Division

▪ Assets Division

▪ Finance and Services Division

▪ Significant shareholdings

▪ Corporate governance

Financial Report

Addresses

Key dates

04

04

06

08

10

14

18

20

22

24

40

108

110

04AnnuAl REpoRt 2009

- Rätia Energie posts solid year-end result in a difficult environment

- Group energy sales up by 15 % to 14.432 gigawatt hours

- total operating revenue on prior-year level: CHF 1.96 billion

- Income before interest and income taxes: CHF 137 million (- 26 %)

- Group profit: CHF 111 million (+ 18 %) - Energy prices still under pressure due to economic and financial crisis - Significant progress with power plant projects: hydro, thermal and wind power

- taschinas power plant under construction: connection to grid in 2011

- Successful first-time placement of CHF 200 million bond

SHARE INFORMATION

Share capital 2 783 115 bearer shares at CHF 1.00 CHF 2.8 million 625 000 participation certificates (pC) at CHF 1.00 CHF 0.6 million

CHFShare price 2008 2009 Bearer shares High 691 520 low 352 360 participation certificates (pC) High 519 390 low 278 208

Dividend 2005 2006 2007 2008 2009 *) Bearer shares 4.50 4.50 5.50 7.00 8.00 participation certificates (pC) 4.50 4.50 5.50 7.00 8.00

*) 2009 dividend subject to decision by the Annual General Meeting. there are no restrictions on transferability or voting rights.

conTEnT AT A GLAncE

climaneutral115-53466-0310-1041www.climatepartner.com

Page 5: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

2 000

4 000

6 000

8 000

10 000

12 000

14 000

16 000

GWh2005 2006 2007 2008 2009

1 800

2 000

1 600

1 400

1 200

1 000

800

600

400

200

IFRS2005 2006 2007 2008 2009

05

Energy sales

Total operating revenue

ENERGY BALANCE SHEET 2008 2009 Change

GWh

Contracts > 1 year 1,214 1,123 - 7 %Contracts ≥ 1 month ≤ 1 year 2,983 4,514 + 51 %Spot < 1 month 4,120 4,556 + 11 %

Total trading 8,317 10,192 + 23 %Supply/sales 3,914 4,010 + 2 %Pumps, own use, losses 351 230 - 34 %Energy sales 12,582 14,432 + 15 %

Contracts > 1 year 1,868 1,903 + 2 %Contracts ≥ 1 month ≤ 1 year 3,068 5,108 + 66 %Spot < 1 month 4,168 4,584 + 10 %

Total trading 9,105 11,596 + 27 %Own generation 2,401 1,778 - 26 %

Energy from participations 1,076 1,058 - 2 %Energy procurement 12,582 14,432 + 15 %

Trading in held-for-trading positions 18,227 22,815 + 25 %

FINANCIAL HIGHLIGHTS 2008 2009 Change

CHF million

Total operating revenue 1,971 1,959 - 1 %Income before interest and income taxes 185 137 - 26 %Group profit

including minority interests 94 111 + 18 %Balance sheet total 2,185 2,389 + 9 %Equity 824 912 + 11 %

Page 6: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

06AnnuAl repOrT 2009

We have created new jobs, continued to develop our key markets, implemented interesting projects and developed many promising new projects. As a result, rätia energie has become more versatile and more international. now we are bringing our external image into line with this trend. rätia energie is changing its name to repower: a name that resonates strength in all linguistic regions. In future we will oper-ate on all markets under this new name, and in so doing create a clear, unmistakeable identity.

neW lOGO: COnTInuITY AnD CHAnGeThe new name will be accompanied by a new logo which emphasises the close ties with our roots, while at the same time symbolising our venturing into new horizons. Our new identity is not exactly unknown, since it is already featured in our Group’s Internet address www.re-power.com.

Our Group strategy is predicated on an active presence along the entire energy value chain. This strategy is also reflected in the graphic design of this Annual report and other publications. panoramic views express our vision: repower wants 100 per cent satisfied customers; repower has an all-encompassing vision; repower views things from all angles; repower wants to be perceived as a professional and reli-able company.

On the way to a new visual identity: the new logo, company name and corporate identity were designed by international teams.

RÄTIA ENERGIE BECOMES REPOWER

Rätia Energie has experienced strong growth over the past few years. Now we are bringing our external image into line with this trend. Rätia Energie becomes Repower. The present Annual Report is published for the first time in the Repower layout.

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Nothing will change in terms of our values, business thrust, obligations

to customers, owners, employees and the environment. Repower is a

group of companies that brings a sense of responsibility and commit-

ment to the energy business and enhances it with experience acquired

over more than 100 years in the industry.

OUR WORLD IN PICTURES

The photographs in this Annual Report were taken at various company

locations. They show the people, teams and technology on whose

actions and interactions we rely. Our world is diverse, multifaceted,

exciting and full of energy. The photographs taken by Oli Keinath

show dramatic impressions of this diversity – for example, the cover

page showing our wind farm in Corleto Perticara at sunrise. Other

photographs were taken at our power plants in Küblis and Teverola, our

headquarters in Poschiavo, at customers’ premises, at the construction

site for a pressure tunnel or in our offi ces in Milan.

Since this Annual Report provides a report of our activities as Rätia

Energie over the past year, it refers to us throughout as Rätia Energie. 2009 is therefore a year of transition. From Rätia Energie to Repower; a

change that will become apparent as you read this Annual Report.

325.indd 7325.indd 7 30.03.2010 10:57:0730.03.2010 10:57:07

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08AnnuAl repOrT 2009

At a time when the energy sector is facing a headwind, we remain committed to our far-sighted vision: this is how we aim to stay on course even in a difficult environment, and to ensure further profit-able development. The economic climate remains harsh, and its ef-fects are being directly felt in the energy industry. In most european countries the situation is compounded by the uncertainty surround-ing the future of energy generation, since it is proving difficult to find an energy mix that is not only politically acceptable but also economically and ecologically viable. There is a widespread lack of reliable political planning guidelines and boundary conditions. And in Switzerland, paradoxically, excessive regulation is threatening to suffocate electricity market liberalisation.

Yet the energy industry is still expected to invest, guarantee energy security and provide new facilities to meet the growing demand for electricity. We are prepared to do our bit, but we expect policymakers to grant us sufficient entrepreneurial scope and legal certainty.

STrOnGer MArKeT pOSITIOnIn 2009 the rätia energie Group took further concrete action in its strategic bid to achieve vertical integration in all key markets. In Switzerland, Italy and Germany we made decisive progress on various projects to strengthen our own generation base. Our market position in energy trading was consolidated, and the internal marketplace fur-ther developed. In this context, our new trading platform will generate additional positive effects from as early as 2010. With energy markets

FORWARD-LOOKING ENERGYDr eDuArD rIKlI, CHAIRMAN OF THE BOARD OF DIRECTORS

Rätia Energie continues to consist-ently and successfully pursue its strategic goal of becoming an im-portant energy services provider in its key markets, with activities along the entire value chain. In 2009 we achieved further impor-tant milestones. Cultivating our traditional markets is just as im-portant to us as tapping new op-portunities.

Page 9: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

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set to develop further, cultivating and consistently expanding the end customer business in key markets is a key priority.

STrATeGIC prIOrITIeSrätia energie operates in complex and highly competitive markets, in an environment which is often difficult and fraught with political controversy. We follow a clearly defined strategy, the key elements of which are:

•Maintainclosetieswithourroots,whilesimultaneouslysettingoursights on further international development.

•Operate inourkeymarketsalong theentirevaluechain, includingstepping up the gas business.

•Furtherexpandourowngenerationbase,basedonabalancedenergymix and geared to the needs and opportunities of key markets.

•Focusstronglyonrenewableenergies(hydropower,wind).•Furtherdevelopourtradingexpertise.•Ensurestrictalignmentwithmarketneeds.

A WOrD OF THAnKSWith a staff of more than 650, rätia energie is an important employer. Skilled personnel at all levels ensure our Group’s success – and deserve the warmest thanks from the Board of Directors.

At this juncture I should like to express sincere thanks to my pred-ecessor in the office of Chairman, luzi Bärtsch, for the visionary,

professional and successful services he has rendered to rätia energie and the energy industry in Graubünden over the past 13 years. He has turned our company into a strong, international group proud of its roots in Graubünden. In so doing he has helped rätia energie to become an active player on liberalised markets or markets in the process of liberalisation thanks to growth, customer focus and profes-sional expertise: all values which will continue to inform rätia energie’s actions well into the future.

Dr Eduard Rikli, Chairman of the Board of Directors: “We follow a clearly defined strategy.”

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10AnnuAl repOrT 2009

Kurt Bobst, CEO: “We are well-placed for further development.”

SOLID RESULT IN A DIFFICULT ENVIRONMENTKurT BOBST, CEO

Rätia Energie recorded a solid result in 2009. We strengthened our mar-ket position in trading and made further progress in implementing strategic projects. With sales of CHF 1.959 billion, we posted Group profit of CHF 111 million.

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The solid annual result is all the more impressive given the extremely difficult environment that continued to prevail in 2009. The impact of the economic downturn also left its mark on the energy business, with prices low but volatility remaining high, and new power plant construc-tion hampered in many countries due to political and regulatory ap-proval uncertainties.

TOTAl OperATInG reVenue AT prIOr-YeAr leVel – HIGHer prOFITAt CHF 1.96billion(-1%),totaloperatingrevenuefortheGroupwasona par with the prior-year figure. eBIT ended the year at CHF 137 million (-26%),whileGroupprofitwas18 % higher at CHF 111 million.

With prices lower, energy sales increased by 15 % to 14,432 gigawatt hours. On the sales and procurement side, this growth is attributable to short- and medium-term contracts, i.e. growth in spot trading and an increase in contracts with a term to maturity between one month and one year. proprietary generation was 26 % lower since, due to high gas prices, we deployed the Teverola power plant primarily for the control energy market.

Thanks to the growth achieved in 2009, we were once more able to create a large number of new jobs in all key markets and increase total headcount by around 50. At the end of 2009 rätia energie had a work-force of 698 including trainees. In addition, we have around 400 agents who sell electricity and gas to SMe customers in Italy.

enVIrOnMenT reMAInS DIFFICulTThe liberalisation of the electricity market entered its first phase in Switzerland at the start of 2009, since when consumers with an annual volume of more than 100,000 kilowatt hours have been free to choose their supplier. But what started out so promisingly has now slowed to a lumbering pace. With regulation remaining tight, political intervention is preventing the market from operating freely. At the same time, the electricity industry is facing massive criticism: despite warning of the dangers of over-regulation, it is now being held partly responsible for the negative consequences. regrettably, there appears to be little sign of this situation changing in the medium term. nevertheless we will continue to exploit opportunities and abide by our commitment to be a strong, reliable partner for our customers.

Across europe, the consequences of the economic and financial crisis took their toll on the market environment in 2009, resulting in a decline in demand which drove energy prices down. In Italy – a key market for rätia energie – electricity consumption was around 6 % lower than in 2008. As a result, energy prices came under pressure and competition in this liberalised market grew even more intense. To compete effectively, we therefore position ourselves as a provider of products which are tailored to the needs of our customer segments and take the uncertain economic trend into account.

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12AnnuAl repOrT 2009

Making connections:the 380-kV line over the Bernina Pass plays a key role in connecting the markets of northern and southern Europe.

In 2009, energy prices were once more subject to severe fluctuation, frequently as a result of irrational factors. The overall trend, however, was for low average prices on electricity exchanges. Despite this difficult situation, we consolidated our position and further expanded our busi-ness. For example, we gained a foothold in the gas business, adding gas sales to our existing electricity sales in order to address the interests of our Italian SMe customers and offer them one-stop shopping for elec-tricity and gas from rätia energie. We also took an active part in cross-border capacity auctions and stepped up the certificates business.

prOJeCTS prOGreSSInG WellSophisticated systems and processes that provide comprehensive sup-port are an important criterion for the further development of our trad-ing activities. We are currently in the process of implementing a project with this in mind. In 2009 we made the necessary decisions and started work on implementation. The first trading activities will be conducted on the new platform from as early as the second half of 2010.

In keeping with its commitment to further expand the proprietary generation base, rätia energie forged ahead with various projects in 2009. In particular, we made significant progress with the lago Bianco project in upper puschiavo, reaching an agreement in principle with all involved parties on the construction of a pump storage power plant with an installed capacity of 1000 megawatts. We are now rapidly preparing the project for the official approval stage.

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Since 2008 we have been building the 11-MW Taschinas power plant in the Swiss region of prättigau. We are also working intensively on the concession project for the 40-MW Chlus power plant. In addition to new pump storage plants, this project is also aiming to implement Switzerland’s largest new hydroelectric plant.

In Italy and Germany we made further important progress on projects for wind farms, and refined our plans for modern thermal power plants (gas-andcoal-fired).

rätia energie assumes that various projects will be ready for official approval in 2010, despite complex permit procedures and a difficult political environment.

OuTlOOKIn our industry it is difficult to make any accurate predictions for the current financial year. The short-term market trend is highly uncertain, and even the effective impact and duration of the economic downturn are not easy to estimate reliably. We expect to close 2010 with slightly lower operating income than in 2009.

We are, however, ideally placed for further development and have the capability to achieve our strategic objectives and strengthen our position even under tough conditions. We are addressing the growing convergence of energy markets by gradually expanding our business to

includeothercommodities(forexample,gas),drawingontheexpertiseour company has built up over the past 100 or more years since its incep-tion. In the end customer business, we are planning additional measures to step up our market presence in south-east europe. For the provision of new generation capacity we are targeting thermal as well as renewable energies, and have several highly promising projects with this in mind.

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AnnuAl report 200914

the consequences of the financial crisis impacted the key markets served by rätia energie, notably Italy and Germany, where declining demand for industrial and commercial goods and services led to a sharp drop in demand for energy in our customer segment. Moreover, economic difficulties also led to deterioration in the payment behaviour of some energy customers. the adverse effects of the economic slow-down on the Swiss energy sector were less dramatic for rätia energie, among other things because we operate in regions of Switzerland with a comparatively low density of industry. Group-wide, the task was to keep a close eye on customers’ creditworthiness, carefully assess coun-terparty risks, and generally accord major priority to risk management. this approach proved successful, resulting in only minimal trading losses and largely enabling our Group to find appropriate solutions for customers.

prICe DeCouplInGIn 2009 a less well-known form of electricity price and oil price decou-pling presented new challenges, chiefly in terms of trading. Whereas in the past electricity prices have exhibited an almost textbook tendency to rise more or less synchronously with oil prices, the reverse was often true in 2009, with electricity prices staying low while prices for crude oil rose. this new development is a result of the economic crisis. Since lower demand for electricity also drove down demand for the fossil fuels used to generate electricity, the rise in oil prices was not mirrored by the electricity market. the relatively high price for crude oil was at-tributable to high demand from China.

MARKET DIVISION

2009 was without doubt a chal-lenging year for the Market Division, in which the effects of the financial and economic crisis took their toll on various markets. The partially successful decoupling of electricity prices from oil prices re-sulted in new market mechanisms. We view the changing boundary conditions as an opportunity.

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electricity prices were naturally impacted by the difficult economic climate and the associated uncertainty. the first half-year saw rela-tively low average prices accompanied by exceptionally high volatility, which trended sideways in the second half-year. thanks to largely plausible fundamental data in the first half of the year under review, we succeeded in capitalising on market opportunities. Due to the aforementioned decoupling of various energy markets, the dominant market mood in the second half-year was one of greater caution and vigilant risk monitoring.

prepArAtIonS For GAS trADInGIn 2009 our Group further expanded gas sales to SMe customers in Italy. In keeping with the principle of “electricity and gas from a single source”, customers are now offered electricity and gas products. With close to 5,000 customers currently served with around 60 million cu-bic metres of gas, we have successfully entered the gas sales market and intend to continue developing this business. In this context we also gained experience from our procurement of gas for the gas-fired combined-cycle power plant in teverola. the gas market will play an increasingly important role within the rätia energie Group in the future, as we are planning a phased entry into gas trading from the end of 2010. rätia energie won two auctions for transport capacity in Austria, for annual deliveries of around 300 million cubic meters over a 20-year period. this allows rätia energie to transport gas from eastern europe to Austria via Italy and will enable us to build up a solid base of guaranteed capacities for end customer supplies, gas trading and the operation of gas-fired combined-cycle power plants.

eXpAnSIon oF trADInG ACtIVItIeSIn 2009 rätia energie started trading in Co2. our employees were able to acquire the requisite know-how and make all the preparations for successful Co2 trading operations. this additional expertise has ena-bled the active management of Co2 certificates required for thermal power generation.

one of the criteria for expanding trading operations to include addi-tional commodities is the new Allegro trading software, which we have been implementing since 2009 in keeping with rätia energie’s guiding principle “one trading floor – three trading locations”. In future, the three jointly managed trading locations in poschiavo, Milan and prague will use the same system to conduct their transactions.

2009 saw the further consolidation of financial trading, in particular for the purpose of hedging proprietary generation. this business optimally supplements the physical business and is opening up new opportuni-ties in the wholesale market. In the year under review we also entered the Swiss control energy market, with favourable results. In view of the drive to promote renewable energies, this branch of business will gain in importance in the future, although admittedly the market in Switzerland has yet to reach maturity.

FoCuS on Green enerGYthe green energy market is hugely important for rätia energie, and our businesses in this field continue to grow despite the economic crisis. In 2009 the activities of the joint venture Swisshydro AG were integrated in

We want to get to know our customers and therefore maintain a local presence: for example, at a printers in Germany, a mountain railway in Switzerland or here, in a bakery in Milan.

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AnnuAl report 200916

rätia energie tackled this by developing new bespoke products that help customers to cope effectively with the difficult conditions. Finally, activi-ties in Germany were reorganised. the operations of the joint venture elementerra GmbH and our subsidiary Deuto GmbH were merged under rätia energie Deutschland, which is headquartered in Dortmund and therefore close to the customer. processes were also optimised in order to strengthen rätia energie’s presence in Germany.

enerGY StuDIeS At unIVerSItY leVel Further training and education is high on our list of priorities, particu-larly for energy trading staff. rätia energie promotes this on several levels. An internal trainee programme helps young employees to familiarise themselves with their duties and gain valuable experience; in 2009 more rätia energie traders sat the eeX trader examination; and to increase the focus on Switzerland’s energy industry at univer-sity level, we also took an active part in the new “Masters in energy Management” course which the university of Applied Sciences of Chur is aiming to launch in 2010.

the renewables trading Competence Centre. rätia energie sees develop-ment potential for this business field in all markets. Because we believe it is important for customers to be able to choose their own personal energy mix, we offer appropriate products in all markets. As wholesal-ing activities grow, new opportunities are also opening up in this area: for instance, trading in new “commodities” with guarantees of origin, which provide the necessary information for labelling electricity from renewable resources.

Because rätia energie operates several hydropower plants in Switzerland and markets hydroelectricity there, hydrological conditions play a key role. 2009 was an above-average hydrological year, with the volume of pre-cipitation 25 per cent above the projected annual figure (Valposchiavo). A wet start to the year was followed by a dry summer, but thanks to the volume of precipitation towards the end of the year, 2009 can be regarded as a good year.

proGreSS In All KeY MArKetSIn the year under review, rätia energie teams in all key markets once more displayed outstanding flexibility in responding to ever-changing conditions. In Central/eastern europe the businesses built up in previ-ous years were successfully consolidated, and further preparations were made with a view to expanding proprietary generation capacities and our own sales channels. the challenge in Switzerland was to exploit emerging opportunities despite the restricted nature of market liberali-sation, and to prepare ourselves for the further stages of liberalisation. 2009 was a difficult year in Italy due to the decline in overall demand:

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Market access

OTC Brokers Energy Exchanges

Generation Italy

Trading Milano

Electricity Gas

Sales Italy

Generation Switzerland/France

Trading Poschiavo

Electricity CO2Renewables

Sales Germany/Switzerland

Customers

Generation CEE

Trading CEE

Electricity

Sales CEE

Rätia Energie’s trading at a glance. The chart shows its function as energy hub: trading connects generation and sales. The different seats work together very closely carrying out specific tasks.

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our Group strategy is predicated on a broad, diversified portfolio of proprietary power plant capacities in all key markets, as the basis for trading and sales activities and to enable us to draw on base, medium and peak loads. In accordance with this strategy, rätia energie is working on several highly promising projects and has the flexibility to see the best projects through to completion. In 2009 we worked on projects in the fields of hydropower, thermal electricity generation and wind power.

tASCHInAS poWer plAnt neArInG CoMpletIonWork to expand our own generation capacities focuses on the further development of electricity generation from renewable hydro power in Graubünden. the 11-MW taschinas power plant, which will har-ness the power of the taschinas river in lower prättigau, is already at the implementation stage. the construction work, started in 2008, is on track and the building is scheduled for completion in the forth-coming winter, thus enabling the plant to be connected to the grid in the spring of 2011. rätia energie is investing close to CHF 60 million in this facility. Work progressed on all key areas in 2009: water catch-ment, penstock and the underground control centre near Grüsch. the facility is an ideal example of a practical approach to expanding hydroelectricity generation in Switzerland, and hence acts as a role model for other projects we are currently pursuing. We support the implementation of individual, economically and ecologically viable facilities and refrain from the excessive use of small, lower-yield watercourses.

ASSETS DIVISION

In 2009 we worked on several prom-ising projects to increase our own generation capacity. Construction of the Taschinas power plant pro-gressed according to plan, and other hydropower projects as well as plans for thermal power plants and wind farms were further pur-sued. At Rätia Energie the priority is specifically on further expansion of renewable hydro power.

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Any energy company that sets its sights high sometimes has to dig deep: construction work on the Taschinas power plant in Prättigau. The plant is scheduled for connection to the grid in 2011.

19

In the hydropower area, we made significant progress on two other important projects in 2009. the lago Bianco project is aiming to build a 1000-MW pump storage power plant in upper poschiavo. In conjunction with environmental organisations and local authorities, rätia energie presented the project to the public in June 2009 and has since been working closely with stakeholder groups on the concession project. rätia energie is planning to implement the second project in lower prättigau: a 40-MW power plant in Chlus which will enable the hydropower to be utilised at the lower level in prättigau. Here, too, work on the concession project progressed well. Both facilities are equally suited to strengthening rätia energie’s position in the Swiss energy market and consolidating the role of Graubünden and Switzerland as hydropower centres.

onGoInG ApproVAl proCeDureSIn Germany and Italy, our Group is collaborating with other partners on the development of thermal power plants. plans are in place for modern coal-fired power plants in Brunsbüttel and Saline Joniche, which will contribute to energy security in Germany and Italy respectively. Both projects are currently at the licensing and political opinion-building phases. In the case of Brunsbüttel, all the necessary documentation has been submitted to the responsible authorities and declared compre-hensive. In Saline Joniche, an initial positive assessment has been noted as part of the “Autorizzazione Integrata Ambientale”. As things stand at present, we expect further decisions to be issued on both projects in the course of 2010. Finally, we formulated concrete plans to build new gas-fired combined-cycle power plants.

FreSH IMpetuS For WInD poWer proJeCtSWith wind power set to play an increasingly important role in our gen-eration park over the next few years, it will also be the focus of invest-ment priorities in forthcoming years. With this in mind, we worked on related projects in Italy, Germany and south-east europe and saw some reach the decision stage. Following a positive environmental analysis, we expect approval to be granted in 2010 for the first new 26-MW wind farm in lucera (Apulia). projects in Germany were also further pursued in preparation for official decisions to be issued in the course of 2010.

neW ConneCtIon to ItAlYtogether with partners, we commissioned the new jointly-built mer-chant line between Campocologno (Switzerland) and tirano (Italy) in october 2009. the 150kV-line is the first european project of its kind and hence a pioneering achievement in this field. the technical reli-ability of the new connection has already been tried and tested, and the merchant line will start generating full commercial benefits in 2010 when it will also be in operation during the interesting summer half-year. the new connection will enhance rätia energie’s market agility and will support trading activities. It will also partly offset the loss of exclusive rights to the Bernina line, which will soon be transferred to the national grid operator.

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AnnuAl report 200920

our employees are the foundation of the company’s current and future success. Given the growth we have achieved in recent years and our plans for future development, integrating numerous new employees presents major challenges. In 2009 we implemented a comprehensive project to increase our attractiveness as an employer even further. the growing complexity of tasks is placing increasing demands on our em-ployees, and in some functions a generation change has taken place or is in the offing. to ensure and retain the requisite know-how, personnel and management development is an important part of this project and supplements existing measures in this area – for instance leadership and communication training. Internal communication in particular is accorded high priority. We believe this is a critical success factor as we undergo a phase of intensive growth and adopt an increasingly international thrust. We continually review the related instruments and resources and adjust them as and when required. the aim of all these measures is to achieve an outstanding position on the employ-ment market. the rätia energie Group is an attractive employer that places a high value on competent, motivated personnel, and wishes to be perceived as such.

optIMISInG DeCISIon BASeS tHAnKS to DAtA MAnAGeMentSuccessful business performance depends on reliable It environments that operate to Group-wide standards and are seamlessly maintained and managed. Mindful of this, rätia energie decided to outsource its standard It operations to an external partner. In the year under review we further strengthened this partnership, with the focus on establish-

FINANCE AND SERVICES DIVISION

The work of the Finance and Services Division in the 2009 finan-cial year was primarily shaped by our Group’s strong growth and the broader range of tasks, with large-scale projects being implemented in the human resources, IT, finance and risk management areas. For the first time Rätia Energie also placed a public bond.

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2008

number of SAP users

number of accounting areas/company codes

number of registrations (in millions)

number of transactions and functions in SAP

18

171

340

480

3.993

5.829

8.8

690.000

82.500 95.60030

40

2009 2010*

*estimation *estimation

2008 2009 2010*

The diagram shows the rapid increase in transactions on Rätia Energie’s new Enterprise Resource Planning System with estimated values for 2010.

21

ing collaboration with the implementation partner as the basis for the optimal introduction of additional applications. this ensured the rapid and seamless integration of additional business units and activities. the new SAp-based enterprise resource planning System was also consolidated and further developed, and accounting for all Group companies has now been integrated. the system proved extremely effective and is regarded as a major step forward. In particular, mean-ingful decision-making bases such as monthly results can be produced much more quickly, so that informed evaluations and analyses can be drawn up much sooner and in better quality than before. We now have access to monthly statements in the requisite quality within only a few days of month-end.

risk management was also the subject of intensive further develop-ment in 2009. the main task was to integrate the new gas and cer-tificate trading business fields and ensure that the requisite data and decision bases were available in good quality.

rÄtIA enerGIe’S DeBut on tHe BonD MArKeträtia energie’s first successful bond issue on the Swiss market at-tracted keen interest. the 2.5 % bond for CHF 200 million with a term of seven years (until 2016) proved highly popular and was placed within a very short time. the bond is listed and can be bought and sold on the SIX Swiss exchange through any bank. the funds amassed in autumn 2009 are being used to finance various power plant projects.

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22AnnuAl report 2009

rätiA energie Klosters Ag (reK)rätia energie Ag holds 99.9 % of the shares in reK and is responsible for managing the company. in the year under review, reK produced 244 gWh of electricity (-0.4 %) from its own power plants. the volume sup-plied to customers in the prättigau, rhine Valley and upper engadine regions totalled 352 gWh (+2.9 %). reK recorded total operating rev-enue of CHF 102 million.

rätiA energie ilAnz Agrätia energie ilanz Ag and the aurax group of companies supply the upper surselva region with electricity and are active in the fields of communications networks, electrical installations and grid services. in the year under review, 148 gWh of electricity (-6.4 %) were delivered to around 21,000 withdrawal points in the supply region, generating net sales of CHF 31 million (-2 %). including the installation business and other services, total operating revenue amounted to CHF 66 million. sWiBi AgsWiBi specialises in the provision of various services for energy supply companies and has its registered office in landquart. the company offers its customers services in the field of energy data management, metering and billing.

reziA energiA itAliA s.p.A.rezia energia italia s.p.A. further consolidated its position in the italian market in 2009. it is also active in the gas business. the total

volume of electricity sold in 2009 amounted to 5,991 gWh (+17 %), generating net sales of CHF 821 million (-8 %).

DynAmeeting s.p.A.this company with a staff of 66 sells electricity to medium-sized con-sumers throughout italy via a network of some 400 agents, and is a fully-owned subsidiary of rätia energie. in 2009 the company recorded net sales in excess of CHF 810 million and an energy volume of 3,931 gWh (+7.8 %). Dynameeting also supplies its customers with gas.

re trADing Cee s.r.o.re trading Cee s.r.o. (prague, Czech republic) has been operating since 2007. At the end of the year under review the company had 27 employees and had turned over 12,930 gWh in wholesale electricity (held for trading) in eastern europe, generating a gross margin of CHF 14 million. primarily for regulatory reasons, rätia energie has created other companies in nine Central/eastern european countries (includ-ing slovenia, romania, Hungary and poland). subsidiaries are also operated in ljubljana (slovenia), Bucharest (romania), zagreb (Croatia) and sarajevo (Bosnia and Herzegovina).

set s.p.A.rätia energie acquired set in 2004. set s.p.A. is the project com-pany that constructed the gas-fired combined-cycle power plant in teverola, italy. the plant went into operation at the end of 2006 with an installed capacity of 400 mW. in December 2004, 39 % of the com-

Working round the clock:the Küblis power plant at twilight.

SIGNIFICANT SHAREHOLDINGS

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23

pany's shares were sold to Hera, a listed italian power supplier based in Bologna. rätia energie has a 61 % interest in set and is responsible for its management. the plant produced 1,144 gWh of electricity in 2009, some of which was sold on the control energy market.

energiA suD s.r.l.rätia energie has a 67 % stake in energia sud s.r.l. through rezia energia italia s.p.A. eleven wind turbines with a total capacity of 9 mW were put into operation in the Basilicata region in December 2004. the wind farm produced some 13 gWh of green electricity in the year under review.

grisCHeleCtrA Ag (geAg)rätia energie has an 11 % interest in geAg, a company established for the purpose of utilising the energy from shareholdings and the annual cost energy to which the canton of graubünden and the licensed municipalities are entitled. the major producer in the geAg package is engadiner Kraftwerke Ag, which generates 263 gWh. in 2009 rätia energie marketed the entire geAg energy package totalling 649 gWh (+1 %). this energy will now be available to rätia energie until 2040.

KrAFtWerKe HinterrHein Agrätia energie has a 6.5 % interest in Kraftwerke Hinterrhein Ag. this partner plant produced 1,393 gWh of electricity in 2009 (-4.5 %).rätia energie purchases a total of 19.3 % of the company’s entire generation volume. in addition to the 95 gWh of energy to which

it is entitled as shareholder, rätia energie also markets the share of energy to which the canton of grisons is entitled, which is generated by Kraftwerke Hinterrhein Ag and transferred to grischelectra. the company operates three power plants – Ferrera, Bärenburg and sils i.D. – and the concessions are valid for another 34 years.

AKtiengesellsCHAFt Für Kernenergie-Beteiligungen (AKeB)rätia energie has a 7 % stake in AKeB. AKeB's energy comes from the French nuclear power plants in Bugey and Cattenom, as well as from the leibstadt nuclear power plant. the portion from leibstadt nuclear power plant to which rätia energie is entitled as a shareholder was as-signed to third parties, with the result that it purchased a total of 205 gWh from AKeB in 2009.

re trAnsportnetz Agin accordance with the provisions of the electricity supply Act, energy companies must transfer their transmission grids to a separate legal entity. in 2008 rätia energie Ag transferred its transmission grid to re transportnetz Ag. An operational management agreement exists with rätia energie Ag.

rätiA energie DeutsCHlAnD gmBHthis company with a staff of 13 sells electricity to medium-sized consumers throughout germany, and is a fully-owned subsidiary of rätia energie. in 2009 it sold 80 gWh of energy, generating net sales of CHF 12 million.

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24ANNUAL REPORT 2009

BASIC PRINCIPLES

The principles of corporate governance are laid down in the Articles of

Association (available at www.repower.com/governance) and in the

Organisational Regulations and related Assignment of Authority and

Responsibility. The Board of Directors and Executive Board regularly

review these principles and revise them as and when required.

GROUP STRUCTURE AND SHAREHOLDERS

The Rätia Energie Group consists of Rätia Energie AG and its holdings.

The registered offi ce of Rätia Energie AG is in Brusio in the canton of

Graubünden, and its mailing address is in Poschiavo. Rätia Energie

AG is a vertically integrated electricity company with activities along

the entire value chain (power generation, trading, transmission, sales

and distribution) as well as in the gas and certifi cates business. The

business operations of the Rätia Energie Group are carried out in divi-

sions and country organisations which operate as a unit in accordance

with the business model. There are three divisions and four country

organisations.

The Assets Division coordinates the management of plants and

systems relating to the generation, transmission and distribution of

electricity in the individual country organisations, implements and

evaluates new assets relating to the generation of electricity and the

transmission system, operates the transmission system and devotes

its activities to the general development and expansion of genera-

tion facilities for the RE Group. The Market Division manages energy

trading in Switzerland, Italy and other selected European markets as

CORPORATE GOVERNANCE

This section complies with the

structure of the SIX Corporate

Governance Directive and contains

key information on corporate gov-

ernance in the Rätia Energie Group.

The information is also available at

www.repower.com/governance.

336.indd 24336.indd 24 30.03.2010 10:55:2830.03.2010 10:55:28

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25

well as trading in renewable energies, and conducts market analyses. it is also responsible for expanding energy trading in switzerland, italy and selected european markets, as well as building up sales in selected european markets and overseeing the related projects. the division also coordinates the sales activities of the markets. the Finance and services Division manages the functions group Accounting, Corporate treasury, group Controlling and risk management, Corporate it, Hr Development, real estate and the mergers & Acquisitions Department. For switzerland and italy there are also country organisations respon-sible for the operating business, including sales of electricity, manage-ment of facilities for the generation of electricity, gas sales (in italy) and the maintenance and operation of grids (in switzerland).

the individual activities are managed by rätia energie Ag rather than under the aegis of separate legal structures. However, if man-agement by rätia energie Ag is deemed impossible or inefficient for legal, fiscal or regulatory reasons, or if new legal entities are acquired (for example through acquisition), management is handled by legally independent subsidiaries. An overview of holdings is given on pages 64 and 65, and additional information on significant shareholdings is provided on pages 22 and 23. since rätia energie Klosters Ag, rätia energie immobilien Ag and energia sud s.r.l. do not have their own staff, these companies are managed under special operating and management agreements. rezia energia italia s.p.A., Dynameeting s.p.A., energia sud s.r.l., set s.p.A., re trading Cee s.r.o, rätia energie Deutschland gmbH and sWiBi Ag all have designated managing directors. the executive Board of rätia energie Ag is represented on

the supervisory boards of these companies. Companies in which rätia energie holds less than 50 % of the shares are organised independ-ently of rätia energie. As a rule, rätia energie is represented on the Board of Directors of these holdings.

rätia energie bearer shares and participation certificates are listed on the siX swiss exchange. there are no restrictions on the transfer of shares, except as relates to the mandatory offer requirement under swiss securities law in the event of a public takeover. the canton of graubünden holds 46.0 % of the shares and voting rights, while Alpiq Ag (Alpiq) and elektrizitäts-gesellschaft laufenburg Ag (egl) hold 24.6 % and 21.4 % respectively. the principal shareholders are committed to one another through a shareholders' agreement. no cross-shareholdings exist.

CApitAl struCturethe share capital of rätia energie Ag (equity information supplement-ing the balance sheet is given on pages 4 and 99 of the financial state-ments) consists of 2,783,115 bearer shares (securities no. 1640583) and 625,000 participation certificates (securities no. 1640584) with a par value of CHF 1 each. each bearer share entitles the holder to one vote at the Annual general meeting of shareholders. each share has a dividend entitlement of equal value. there are no restrictions on preferential rights or voting rights. no authorised or conditional capital exists. rätia energie Ag has no outstanding participation cer-tificates. rätia energie Ag has issued no convertible bonds, options or other securities that entitle the holders to shares or participation

Rätia Energie views challenges as opportunities. We are inter-ested in innovation and are open to new ideas. This transparency is symbolised by the Meeting Hall at head office in Poschiavo.

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26AnnuAl report 2009

ORGANISATION OF THE RE GROUP

Assets

CEO

Market Finance & Services

Switzerland Generation CH Grid Sales CHFinance & Services CH

Italy

Trading

Trading CEE

Germany

CEE

Project Development Hydraulic Plants Market Research

Project Development for the Market Division

ERP Centre of Competence

Accounting

TreasuryProject Development Thermal Plants

Asset Management Transmission

Strategic Projects Grid

HR Development

Corporate IT

Sales D

Finance & Services CEE

Legal Services Corporate Marketing & Communications

Secretarial ServicesGeneral Secretariat

Generation I Sales I Finance & Services ITrading I

Application ManagementCorporate

sume the term of office of their respective predecessor. As the last regu-lar election was held at the 2008 Annual general meeting, the term of office of all members of the Board of Directors will expire at the 2011 Annual general meeting. the Board of Directors currently comprises 12 members, the maximum permissible number under the Articles of Association. re-election is possible. According to the organisational regulations, members of the Board of Directors must give up their seats on the board as a rule at the Annual general meeting following the end of the year in which they reach 70 years of age.

Internal organisationthe Board of Directors is self-constituting and elects its Chairman, Vice Chairman and secretary. the secretary need not be a member of the Board of Directors. there is also a Board Committee that performs the duties of a nomination, compensation and audit committee, in addition to other responsibilities. the Board of Directors appoints the Board Committee from among its own members. the Chairman and Vice Chairman automatically serve on the Board Committee by virtue of their office. members of the Board Committee are elected for the same term of office as the Board of Directors. the four members of the Board Committee are listed on pages 34 to 36 of the Annual report. in addition to its duties as nomination, compensation and audit committee, the Board Committee advises the Board of Directors on all business that comes before it, and issues recommendations. Finally, it also has the authority to make final decisions on certain

certificates in rätia energie Ag. Based on the stock exchange prices for shares and participation certificates, the company had a market capitalisation of CHF 1.59 billion at the end of 2009.

BoArD oF DireCtorsMembersthe members of the Board of Directors are listed on pages 34 to 37 of the Annual report. no member of the Board of Directors of rätia energie Ag performs operational management tasks for the company. members of the Board of Directors do not sit on the executive Board of rätia energie Ag or on that of any other group company. in the three fiscal years preceding the year under review, no member of the Board of Directors was entrusted with any executive functions within the rätia energie group. Business relations with board members, which are limited in number, are restricted to clarification of legal or business matters and are regarded as immaterial by both parties. some members of the Board of Directors perform executive functions for the principal shareholders Alpiq and egl or their affiliated compa-nies. normal business relations exist with these companies.

Election and term of officemembers of the Board of Directors are elected by the Annual general meeting for a three-year term. the election procedure is based on the principle of total renewal, whereby the members are generally elected collectively as a group in a single ballot. newly elected members as-

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27

types of business (see Assignment of Authority and responsibility for the Board of Directors and executive Board).

Board Committee as audit committeethe Board Committee, in its capacity as audit committee, evaluates the efficacy of the external audit and the functional effectiveness of the risk management processes. it may commission the external auditors or other external consultants to carry out special audits for the purpose of internal control. the Board Committee also reviews the status of company compliance with various standards (annual compliance report). the committee critically reviews the individual and consolidated financial statements, and the interim financial statements intended for publication. it discusses the financial state-ments with the Chief Financial officer and, if the committee deems it necessary, with the external auditor in charge. Finally, the committee decides whether to recommend to the Board of Directors that the individual and consolidated financial statements be presented to the Annual general meeting for approval. it evaluates the services and fees of the external auditors and verifies their independence. it also determines whether the auditing activity is compatible with any existing consulting mandates.

Board Committee as compensation committeethe Board Committee, in its capacity as compensation committee, deals with compensation policies, primarily concerning compensation

at senior management level. it has the authority to define the terms and conditions of contracts of employment for executive Board mem-bers. it ensures that the company offers competitive, performance-based total compensation packages in order to attract and retain individuals with the necessary skills and attributes.

Board Committee as nomination committeethe nomination committee handles the preparations for electing and re-electing individuals to the Board of Directors based on the shareholder structure, and for electing the Ceo of the rätia energie group, the deputy Ceo, the other members of the executive Board as well as the country heads.

the Chairman of the Board of Directors, together with the secretary to the Board and the Ceo, draws up the agendas for meetings of the Board of Directors and the Board Committee. members of these two boards generally receive proposals relating to each agenda item eight days in advance of meetings; these proposals include background documentation as well as an evaluation and a motion by the executive Board and the Board Committee. the Board of Directors meets as often as business requires, but at least twice a year; meetings are called by the Chairman or by the Vice Chairman if the Chairman is prevented from doing so. the Board of Directors must be convened whenever one of its members or the Ceo requests a meeting in writing, specifying the reason. in the year under review

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28AnnuAl report 2009

the Board of Directors met five times and the Board Committee nine times. the normal meeting duration for both bodies is half a day.

members of the executive Board generally attend meetings of the Board of Directors and the Board Committee and explain the pro-posals. the Board of Directors is deemed to have a quorum if the majority of its members are present. the Board of Directors passes resolutions by a majority vote. the Chairman does not have a casting vote. minutes are taken of the business and resolutions of the Board of Directors and are submitted to the Board for approval at its next meeting. the Board Committee and Board of Directors follow the same procedures.

Assignment of authority and responsibility to the Board of Directors and Executive Boardthe types of authority granted to the Board of Directors and the executive Board are defined in the organisational regulations and the related Assignment of Authority and responsibility. the Board of Directors is responsible for the overall direction and strategic orien-tation of the rätia energie group and for supervising the executive Board. it reviews and determines on an annual basis the objectives and strategy of the rätia energie group as well as the corporate policy in all sectors, and makes decisions regarding short- and long-term business planning (annual and medium-term planning). it also deals with the organisational structure, accounting structure, internal con-

trol system and financial planning, the appointment and discharge of persons entrusted with management and representation (namely the Ceo, the deputy Ceo, the other members of the executive Board and the country heads), preparation of the Annual report as well as preparations for the Annual general meeting and implementa-tion of its resolutions. the Board of Directors has delegated overall operational management of the rätia energie group to the Ceo. the Ceo has delegated certain management functions to the mem-bers of the executive Board. some types of business or transac-tions must be presented to the Board of Directors and/or the Board Committee for a decision in accordance with the Assignment of Authority and responsibility (Annex to the organisational regulations). the Assignment of Authority and responsibility can be viewed at www.repower.com/governance.

Information and control instruments vis-à-vis the Executive BoardAt each meeting of the Board of Directors and the Board Committee, the Ceo and the members of the executive Board report on current business developments, important business transactions and the status of major projects. Aside from these meetings, any member of the Board of Directors may ask the Ceo to provide information about the course of business and also, if the Chairman agrees, about individual transactions. supervision and control of the executive Board is handled by approving mandatory annual and medium-term planning and on the basis of detailed quarterly reporting comparing

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actual and target figures. Quarterly reporting includes data on energy sales volume, revenue and procurement, the income statement and balance sheet (including expected values for the most important key figures, namely energy sales, total operating revenue, operating income, profit, investments, property, plant and equipment, balance sheet total, equity, return on equity and eBit margin), risks in energy trading (market risks and counterparty risks) and key projects. the Board of Directors also receives quarterly reports and final perform-ance reports on key projects, as well as – if specifically requested – status reports on individual business activities. performance reports were drawn up in the year under review on the Küblis power plant (extension of west wing / grid groups facilities) and on the expansion of electricity trading in eastern europe. Annual and medium-term planning covers corporate objectives, key projects and financial plan-ning. in addition, risk management and auditors' reports support the assessment of business management and the risk situation. rätia energie has a risk management system which is described in detail in a concept issued by the Board of Directors. the Board of Directors establishes the risk strategy during the first six months of each year. significant risks must be brought to the attention of the Board of Directors at least once a year, with quarterly updates to advise the Board of Directors of any changes in these risks. A detailed description of the risk and financial risk management policies of the rätia energie group can be found on pages 58 to 63.

eXeCutiVe BoArD oF tHe re groupKurt Bobst Ceo (Chairman of the executive Board of the re group)Felix Vontobel Head of Assets / Deputy Ceomartin gredig Head of Finance and services (CFo)giovanni Jochum Head of market

the list on pages 38 and 39 provides detailed information on members of the executive Board (name, age, position, nationality, date of joining the company, educational and professional background, and other activities and interests).

CompensAtion, sHAreHolDings AnD loAnsNature and method of determining compensationunder the Articles of Association, incumbent members of the Board of Directors receive compensation based on their workload and responsibilities. this consists of a fixed compensation plus meeting expenses. the compensation is not dependent on company perform-ance and is set by the Board of Directors.

Compensation for members of the executive Board comprises a fixed basic salary plus a variable bonus, which can amount to up to 40 % of the annual basic salary if operating targets are met, as well as a profit-based bonus which is set at the end of a three-year assessment

At all its company locations, Rätia Energie maintains a modern infrastructure that enhances efficiency.

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30AnnuAl report 2009

period. the fixed basic salary and the variable bonus are defined an-nually by the Board Committee in its capacity as compensation com-mittee. the bonus depends on whether the financial targets of the rätia energie group and personal performance objectives are met. eBit, eVA (economic value added) and the net debt/eBitDA figures of the rätia energie group serve as common goals and are weighted to account for 50 % of the bonus determined. Between five and seven personal performance goals are set for each member of the executive Board and also account for 50 % of the bonus determined.

the aim of the profit-based bonus, which was first implemented for the 2007 financial year, is to drive the company's medium-term strategic direction and sustainably enhance corporate value. it is paid out at the end of a three-year period (the first period being from 2007 to 2009) and, should 100 % of the target figure be reached, can account for 30 % of the fixed basic salary in the third year of the as-sessment period. the performance targets are based on the cumula-tive strategic key figures of the rätia energie group (eBit/eVA) and were determined at the beginning of the assessment period. the Board of Directors based its decisions on the executive salary study switzerland (Kadersalärstudie schweiz) as well as the knowledge and experiences of its members in the electricity sector.

the Ceo submits to the Board Committee, in its capacity as compen-sation committee, a proposal as to how the individual compensation components are to be determined; the Committee makes the final

decision. individual performance is evaluated at the end of the report-ing period in a meeting with the individual’s superior, based on the objectives agreed upon at the beginning of the fiscal year. All com-pensation components take the form of compensation in cash. the Board Committee must brief the Board of Directors on the progress of the bonus-setting and compensation process. this is done by means of minutes to be submitted immediately following meetings on such matters, as well as a verbal briefing by the Chairman of the Board of Directors at the next meeting of the Board of Directors. During the financial year, one meeting was held by the Board Committee in its capacity as compensation committee for the purpose of setting compensation. members of the executive Board and the remaining members of the Board of Directors may neither attend nor participate in any meetings of the Board Committee in its capacity as compensa-tion committee. However, the Ceo and the CFo are called on in an advisory capacity for certain parts of these meetings.

sHAreHolDers’ rigHts oF pArtiCipAtionshareholders' rights to assets and participation are in accordance with the law and the Articles of Association. none of the provisions of the Articles of Association deviate from statutory provisions, with the exception of the placement of an item of business on the agenda of the Annual general meeting of shareholders. in order to do so, a shareholder or several shareholders must hold at least CHF 100,000 of share capital and submit a written request at least 50 days prior to the Annual general meeting.

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one shareholder or several shareholders who together hold at least 10 % of the share capital may request in writing that an extraordinary general meeting be convened, provided that the request states the proposals and the item of business. An ordinary general meeting of shareholders takes place every year, no more than six months after the end of the fiscal year.

each shareholder may be represented at the general meeting by another shareholder by proxy. each share entitles the holder to one vote at the general meeting.

CHAnges oF Control AnD DeFensiVe meAsuresthe mandatory offer requirement under swiss securities law applies, since the Articles of Association do not include any provision in this regard. Contracts of employment for members of the executive Board do not contain any clauses pertaining to change of control. rätia energie does not provide a "golden parachute" for senior management. there are no long-term contractual commitments with members of the Board of Directors or the executive Board. no severance payments have been agreed.

AuDitorsthe Board Committee is responsible for supervising and controlling the auditors. since 1996, pricewaterhouseCoopers based in Chur, switzerland, has been appointed annually by the general meeting of shareholders as the statutory auditors and group auditors. the

lead auditor, Bruno räss, has been responsible for the mandates since 2003. in 2009 pricewaterhouseCoopers was paid a total fee of CHF 1.093 million for their auditing services for the group and CHF 457,000 for other consulting services. the fees for other consulting services comprise the following: CHF 355,000 for tax consulting, CHF 67,000 for the internal control system, CHF 25,000 for project-related consulting, and CHF 10,000 for other consulting services such as seminars, etc.

superVision AnD Control instrumentsVis-À-Vis tHe AuDitorsthe Board Committee, in its capacity as audit committee and on behalf of the Board of Directors, supervises the credentials, independence and performance of the statutory and group auditors and their lead auditors. it obtains information at least once a year from the audit managers and the executive Board concerning planning, implementation and results of the audit work. the auditors draw up for the Board of Directors a comprehensive report on accounting practices, internal controls, the performance and results of the audit, the findings of which must be commented on by the executive Board. representatives of the external auditors attended one meeting of the Board of Directors in the 2009 financial year.

inFormAtion poliCyrätia energie provides its shareholders, potential investors and other stakeholder groups with comprehensive, timely and regular informa-

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32AnnuAl report 2009

tion in the form of annual and semi-annual reports, at the annual press conference and the Annual general meeting of shareholders. important developments are communicated via press releases (link to request press releases by e-mail: www.repower.com/investornews). the website www.repower.com, which is regularly updated, serves as an additional source of information.

eVents AFter tHe BAlAnCe sHeet DAteeffective 1 January 2010, the Board of Directors has decided on the fol-lowing organisational changes:

▪ Country heads in re switzerland and re italia are now members of the group executive Board (see pages 38 and 39);

▪ the Finance and services Division has been renamed the Finance Division. individual units within this organisational unit report to the management services unit or directly to the Ceo. Details are provided in the adjacent overview;

▪ effective 1 January 2010, luzi Bärtsch, Chairman of the executive Board, stepped down from the Board. Dr eduard rikli took over the chairmanship of the Board as of this date.

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ORGANISATION OF THE RE GROUP

Assets

CEO

Market Finance

Shareholding Management

Management Services

Switzerland Generation CH Grid CH Sales CHFinance & Services CH

Italy

Sales DFinance & Services D

Sales & BD Adriatic

Sales & BD Romania

Finance & Services CEE

Trading

Trading CEE

Germany

CEE

Corporate Marketing and Communications

Project Development Hydraulic Plants Project Development for the Market Division

ERP Centre of Competence

Accounting

Treasury

Controlling

Risk Management

Project Development Thermal Plants

Asset Management Transmission

Strategic Projects Grid

HR Development Secretarial Services

Application ManagementCorporate

Generation I Sales I Finance & Services ITrading I

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34AnnuAl report 2009

luzi BärtsCH (1939)Swiss citizen, dipl. Ing. ETH member of the Board since 2000 and until 31 December 2009Chairman of the Board and the Board Committee until 31 December 2009

PROFESSIONAL CAREER

•Ems-ChemieAG,managementposition,servedseveralyears on executive Board (1971 – 1986)

•MemberofExecutiveCouncilofcantonofGraubünden (1987 – 1998)

CURRENT

•ConsultingandBoardofDirectormandates,since 1999

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoard,GrischelectraAG,RätiaEnergieKlostersAG

and aurax ag until 2009 Agm

Board of Directors:luzi BärtschDr eduard rikli Dr reto mengiardiKurt BaumgartnerDr guy BühlerJörg AeberhardChristoffel Brändlirudolf Hübscherguido lardirolf W. mathisDr martin schmidDr Hans schulzAntonio matteo taormina

BOARD OF DIREcTORS

tHe term oF oFFiCe enDs At tHe 2011 AnnuAl generAl meeting

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Dr eDuArD riKli (1951) Swiss citizen; Dr.sc.techn., Dipl.Masch.-lng.ETH member of the Board of Directors from 1 January 2010Chairman of the Board and the Board Committee from 1 January 2010

PROFESSIONAL CAREER

•HeadofSulzerTurboDivision(1990 – 1995)•MemberoftheSulzerExecutiveCommittee(1996 – 2003)•HeadofCorporateDevelopment,SulzerGroup(1996 – 1998)•HeadofSulzerRoteqDivision(1996 – 2000)•HeadofSulzerServicesandEquipmentDivision(2000 – 2001)•HeadofSulzerMetcoDivision(2001 – 2003)•ChiefExecutiveOfficer,MikronGroup(2004 – 2009)CURRENT

•Self-employed

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardofDirectorsofBrütsch/RüeggerAG,

urdorf•MemberoftheBoardofDirectorsofDeltaJSAG,Zurich

(technopark)•MemberoftheAcademicBoardoftheUniversityofApplied

sciences zurich

•MemberoftheBoardofTrusteesoftheUniversityofAppliedsciences, zurich, the technopark Foundation, zurich, and the technorama Foundation, Winterthur

•ChairmanoftheIndustrialAdvisoryBoardoftheFederalInstitute of technology, zurich, Department of mechanical engineering

•MemberoftheExecutiveBoardofSwissmemZurich

Dr reto mengiArDi (1939)Swiss citizen; Dr. iur., lawyer and notarymember of the Board since 1978Vice Chairman of the Board and the Board Committee

PROFESSIONAL CAREER

•Lawyerandnotaryuntil 1979•MemberofExecutiveCouncilofcantonofGraubünden

(1979 – 1990)CURRENT

•Lawyerandnotarysince 1991

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardofEngadinerKraftwerkeAG•ViceChairmanoftheBoardofRätiaEnergieKlostersAGandauraxag,•MemberoftheBoardsofDirectorsofGrischelectraAGandHolcim

(switzerland) Ag.•TrusteeoftheMartinHiltiFamilien-Treuhänderschaft.

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36AnnuAl report 2009

CURRENT

•HeadofHydraulicProductionattheAlpiqGroupsince 1997

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardsofAlpiqHydroAG,AlqiqHydroTicinoSA,

electricité d’emosson sA, Kernkraftwerke gougra sA and salanfe sA•MemberoftheBoardsofRätiaEnergieKlostersAG,auraxag,

engadiner Kraftwerke Ag, Kraftwerke Hinterrhein Ag, grande Dixence sA and Hydro exploitation sA

CHristoFFel BränDli (1943)Swiss citizen, mag. oec. HSG member of the Board since 1996

PROFESSIONAL CAREER

•MemberofExecutiveCouncilofcantonofGraubünden (1983 – 1994)

CURRENT

•Businessconsultantsince 1994

OTHER ACTIVITIES AND FUNCTION

Official functions and political offices•MemberoftheCouncilofStates

ruDolF HüBsCHer (1947)Swiss citizen; secondary-school teachermember of the Board since 2000

PROFESSIONAL CAREER

•MayorofKlosters-Serneus(1994 – 2008)CURRENT

•Secondaryschoolteachersince 1971

guiDo lArDi (1939)Swiss citizen; secondary-school teacher (PHIL I)member of the Board since 2000

PROFESSIONAL CAREER

•MayorofPoschiavo(1989 – 2002)CURRENT

•Self-employedsince 2003

rolF W. mAtHis (1956)Swiss citizen; dipl. Masch. Ing. ETH, Wirtsch.-Ing. STVmember of the Board since 2003

PROFESSIONAL CAREER

•BBC(ABB),designengineer(1979 – 1982)•DefenceServicesGroup,projectengineerandsectionhead

(1982 – 1987)

Kurt BAumgArtner (1949)Swiss citizen, lic. rer. pol.member of the Board since 1993member of the Board Committee

PROFESSIONAL CAREER

•Variouspositions,primarilyinstrategicandoperationalplanning and in controlling

•SalesandbusinessdevelopmentforAare-TessinAGfürElektrizität(Atel) (1975 – 1991)

CURRENT

•MemberoftheExecutiveBoardofAlpiqHoldingAGandHead of Financial services (CFo) since 1992

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardofPensionskasseEnergie(pensionfund)•MemberoftheBoardsofAEKEnergieAG,KernkraftwerkGösgen-

Däniken Ag and Kernkraftwerk leibstadt Ag

Dr guy BüHler (1964)Swiss citizen, Dr. ès sciences économiques member of the Board since 2008member of the Board Committee

PROFESSIONAL CAREER

•HeadofSpotTrading,Elektrizitäts-GesellschaftLaufenburgAG(EGL)(1994 – 2002 )

•HeadofTrading,Deriwatt(2003 – 2004)•HeadofStrategy,AssetManagementandTolling,EGL(2005 – 2007)CURRENT

•MemberoftheExecutiveBoardofEGLandHeadofAssetssince 2007

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardsofAKEBAktiengesellschaftfürKernenergie-

Beteiligungen and enAg energiefinanzierungs Ag•MemberoftheBoardsofKernkraftwerkLeibstadtAGandLizerneet

morge sA

Jörg AeBerHArD (1953)Swiss and Italian citizen; lic. iur.lawyer and notarymember of the Board since 2000

PROFESSIONAL CAREER

•HeadofLegalServicesforAare-TessinAGfürElektrizität(Atel) (1983 – 1997)

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•VariouspositionsatVonRollBetecAG,latterlyasHeadofBusinessunit (1990 – 1998)

CURRENT

•HeadofHydroenergyDivision,AxpoAG(member of the executive Board of Axpo Ag), since 1998

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanoftheBoardsofKraftwerkeHinterrheinAG,Kraftwerke

Vorderrhein Ag (KVr), maggia Kraftwerke Ag, Kraftwerke sarganserland Ag (Ksl), Kraftwerke linth-limmern Ag (Kll), Albula landwasser Kraftwerke Ag, misoxer Kraftwerke Ag and Kraftwerke mattmark Ag

•MemberoftheBoardsofauraxag,BlenioKraftwerkeAG,GrandeDixence sA, Force motrice de mauvoisin sA and Kraftwerke zervreila Ag

Permanent positions with important interest groups•MemberoftheExecutiveBoardofSchweizerischer

Wasserwirtschaftverband (swiss Water management Association) Dr mArtin sCHmiD (1969)Swiss citizen; Dr. iur., lawyermember of the Board since 2008

PROFESSIONAL CAREER

•AssistantattheInstituteforFinancialScienceandFinanciallaw/iFF, university of st. gallen, part-time positions with pricewaterhouseCoopers and part-time freelance lawyer (1997 – 2002)

•MemberoftheCantonalExecutiveCouncil,HeadoftheDepartment for Justice, security and Health (2003 – 2008)

CURRENT

•MemberoftheExecutiveCouncilofthecantonofGraubünden•HeadofDepartmentofFinanceandMunicipalitiessince 2008

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•ChairmanofthecantonofGraubündenPensionFund(KPG)•ViceChairmanoftheBoardofKraftwerkeHinterrheinAG•MemberoftheBoardsofauraxag,REKAGandSchweizer

rheinsalinen Ag

Permanent positions with important interest groups•ChairmanoftheAssociationofAlpineStates(ArgeAlp)•MemberoftheSteeringCommitteeoftheConferenceofCantonal

governments

OFFICIAL FUNCTIONS AND POLITICAL OFFICES

•MemberoftheExecutiveCouncilofthecantonofGraubünden

Dr HAns sCHulz (1959)German citizen; Dr. Ing. Mechanical Engineering, Certified Industrial Engineermember of the Board since 2008

PROFESSIONAL CAREER

•HeadofCoatingDivisionofBalzersandLeybold(subsequentlyre-named Coating services Division (Balzers) of unaxis), Head of Balzers thin Films Division, from 1999 member of the extended executive Board of unaxis (1996 – 2005)

•MemberoftheExecutiveBoardofNordostschweizerischeKraftwerke, Head of noK grids, Head of noK trading and sales (2006 – 2007)

CURRENT

•CEOofEGL

OTHER ACTIVITIES AND FUNCTIONS

Positions on boards of major corporations, organisations and foundations•MemberoftheBoardsofAxpoAG,EGLItalia,TransAdriaticPipeline

Ag and Centralschweizerische Kraftwerke Ag•MemberoftheExecutiveBoardofAxpoHoldingAG

Permanent positions with important interest groups•MemberoftheExecutiveBoardofSwisselectric

Antonio mAtteo tAorminA (1948)Swiss and Italian citizen; dipl. Math. ETHZmember of the Board since 1999

PROFESSIONAL CAREER

•ProjectmanageratEIRWürenlingen(1973 – 1978),•ManagingDirectorofNuclearAssuranceCorporation(1978 – 1987)•ManagingDirectorofKBFZürich(1987 – 1998)•DirectorofMaggiaKraftwerkeAGandBlenioKraftwerkeAG

(1998 – 1999)CURRENT

•MemberoftheExecutiveBoardofAlpiqHoldingAGand Head of energy Western europe Division since 1999

OTHER ACTIVITIES AND FUNCTIONS

Permanent positions with important interest groups•ViceChairmanoftheBoardofSocietàElettricaSopracenerinaSA•member of the Boards of A2A s.p.A., edipower s.p.A. and enplus s.r.l.

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38AnnuAl report 2009

Kurt BoBst (1965)Swiss citizen; federally certified controllerCeo since 2008

PREVIOUS SENIOR POSITIONS

•HeadofAdministrationatSABAGHägendorf(1985 – 1992) •HeadofFinancialAccountingatAtel(1992 – 1995) •BusinessconsultantatPwCandA.T.Kearney(1995 – 2001) •HeadofBusinessAreaConsultingatPöyryEnergy,CEOofPöyry

energy Ag switzerland (2002 – 2008)

Positions on boards of major corporations, organisations and foundations•ViceChairmanoftheBoard,GrischelectraAG•MemberoftheBoardsofKraftwerkeHinterrheinAGandAKEB

Aktiengesellschaft für Kernenergie-Beteiligungen•ChairmanoftheBoardsofauraxagandRätiaEnergieKlostersAG

Permanent positions with important interest groups•MemberoftheExecutiveBoard,AssociationofSwissElectricity

suppliers (Vse)

FeliX VontoBel (1958)Swiss citizen; dipl. Elektroingenieur FHsince 1987: Kraftwerke Brusio/rätia energiesince 1992: Deputy Director of Kraftwerke Brusiosince 2000: Deputy CeoHead of Assets

PREVIOUS SENIOR POSITIONS

•CommissioningengineeratBBC(ABB)(1982 – 1985)•Projectmanagerandcommissioningengineerforbiotechnology

research and production installations at Bioengineering Ag (1985 – 1987)

Positions on boards of major corporations, organisations and foundations•MemberoftheBoardofDirectorsofEL.IT.ES.p.A.

mArtin greDig (1965)Swiss citizen; lic. oec. publ., AMP University of Oxfordsince 1999: Kraftwerke Brusio/rätia energiesince 2000: member of the executive Board, rätia energieHead of Finance and services (CFo)

PREVIOUS SENIOR POSITIONS

•BankemployeewithSchweizerischeBankgesellschaft(1986 – 1994)•AssistanttotheExecutiveBoardofBankSoBa(1994 – 1995)•HeadofControllingatSoBa(1996 – 1999)

EXEcUTIvE BOARD

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39

The Executive Board (from left to right)Fabio Bocchiola, Giovanni Jochum, Felix Vontobel, Kurt Bobst, Rino Caduff, Martin Gredig.

gioVAnni JoCHum (1964)Swiss citizen; lic. oec. HSGsince 1993: Kraftwerke Brusio/rätia energiesince 1998: Deputy Director of Kraftwerke Brusiosince 2000: member of the executive Board, rätia energieHead of market

PREVIOUS SENIOR POSITIONS

•AuditorwithRevisuissePriceWaterhouse(1990 – 1992)

FABio BoCCHiolA (1964)Italian citizen; diploma in business administration, piano diploma from the Conservatorium in BresciaFrom 1 January 2010: member of the executive Board, rätia energieHead of re italy

PREVIOUS SENIOR POSITIONS

•DALKIA,RegionalManager,CentralandSouthernItaly,withone-yearexperience in France (1990 – 1995)•ASTER,AssistantOperationsManager(1995 – 1996)•EDISON,KeyAccountManager(1996 – 1999)•EnBW,ManagingDirector(2000 – 2002)

Permanent positions with important interest groups•MemberoftheASSOELETTRICACommittee•MemberoftheAdvisoryCommitteeoftheSwissChamberof

Commerce in italy

rino CADuFF (1949)Swiss citizen; dipl. Elektroingenieur HTLFrom 1 January 2010: member of the executive Board, rätia energieHead of re switzerland

PREVIOUS SENIOR POSITIONS

•EWBO/aurax,since 1978•MemberoftheExecutiveBoardofEWBO/aurax,since 1991•MemberofCityCouncil,Ilanz(1990 – 2002)•MayorofIlanz(2002 – 2005)

Positions on boards of major corporations, organisations and foundations•ViceChairmanoftheBoardofKraftwerkeFerreraAG•MemberoftheBoardofDirectorsofRhiienergieAG(rhiienergie)

Permanent positions with important interest groups•MemberoftheExecutiveBoardoftheAssociationofGraubünden

electrical utilities (Vereinigung Bündnerischer elektrizitätswerke) and the Corporation of Concession Communities KW zervreila (KWz).

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40AnnuAl report 2009

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Financial RepoRt

Financial Statements of Rätia Energie AG

Consolidated Financial Statements of the Rätia Energie Group

▪ Comments on the consolidated financial statements

▪ Consolidated statement of comprehensive income

▪ Consolidated balance sheet

▪ Changes in consolidated equity

▪ Consolidated cash flow statement

▪ notes to the consolidated financial statements

▪ Consolidated accounting principles

▪ rätia energie Group Companies

▪ notes

▪ report of the Auditors

▪ Income statement

▪ Balance sheet

▪ notes to the financial statements

▪ Appropriation of retained earnings

▪ report of the Auditors

42

45

46

48

49

50

50

64

66

92

95

96

98

105

106

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42AnnuAl report 2009

SolID Group reSultDespite a difficult environment, the rätia energie Group was able to increase its Group profit in 2009 to CHF 111 million, an increase of CHF 17 million over the previous year. total operating revenue, at CHF 1.959 billion, was only slightly lower than the previous year (2008: CHF 1.971 billion) with considerably higher sales volumes. throughout 2009, energy prices were much lower year-on-year. the effects of the economic and financial crisis were noticeable and demand in Italy, one of our key markets, continued to fall. As expected, the extremely strong operating result of the previous year (CHF 185 million) could not be reproduced. A very good operating result of CHF 137 million was recorded which reflects the earning capability of rätia energie.

trade with held-for-trading positions was further intensified and con-tributed CHF 18 million (2008: CHF 39 million) to the result. revenue for this position increased from the previous year by CHF 1 billion (previous year: CHF 1.1 billion). lower prices meant that optimisation of generation was less profitable than in the previous year. In line with expectations, this produced a lower gross result in the energy busi-ness. the energy business continues to be driven by prices, which have fallen to a low level, and by a volatile market environment. the result from the energy business can thus be considered positive. Consistent further development of trading activities in europe and in key markets defined by rätia energie, coupled with systematic consolidation of business in Central/eastern europe, led to solid results.

Concession fees increased year-on-year by CHF 9 million to a total of CHF 16 million. this increase is directly linked to the reversal in the previous year of a provision for the reversion compensation waiver in prättigau as a result of an agreement with the concession municipalities to replace the results-related compensation spread over the concession term with a one-off payment to be billed in 2011. expenses for personnel, materials and third-party services as well as other operating expenses rose by CHF 1 million to CHF 170 million (2008: CHF 169 million).

Depreciation/amortisation and impairment correspond to the ordinary annual value adjustments.

As anticipated, income before interest and income taxes (eBIt), at CHF 137 million, was CHF 48 million or 26 % lower than the figure reported the previous year. this is a very good operating result in light of the difficult environment. Financial income rose by CHF 27 million from the previous year. Financial expenses amounted to CHF 23 million. CHF 18 million was spent on interest. There were also currency factors, bank charges and other financial expenses.

In terms of income taxes, a revised tax law came into effect in the canton of Grisons on 1 January 2010 which includes a provision for a re-

Consolidated FinanCial statementsRätia eneRgie gRoup Comments on the Consolidated finanCial statements

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43

duction in the applicable tax rate on earnings. In addition, the company Set, owner of the gas-fired combined-cycle power plant in teverola near naples, made use of a change in Italian law which allows for the upward valuation of assets in the local single-entity financial statements under certain circumstances. the positive tax effect for deferred taxes arising from the revised tax law in the canton of Grisons (CHF 8 million) as well as the effect stemming from the change in Italian law (CHF 12 million) results in a tax credit in the income statement totalling CHF 20 million and thus a minimal tax expenditure of CHF 300,000.

Group profit including minority interests, at CHF 111 million, was 18 % below the previous year’s figure. this result is also very positive taking into consideration the special tax effects. It is the strongest year-end result to date in the more than 100-year history of rätia energie.

StrenGtHeneD FInAnCIAl StruCture property, plant and equipment rose year-on-year by CHF 30 mil-lion to CHF 1.07 billion. this increase is primarily attributable to the taschinas power plant that is currently under construction. Intangible assets include values such as customer relations and software. the newly purchased trading software, in particular, led to an increase in this position.

Current assets rose by CHF 172. the increase is a result of the changes in the positions inventories (+ CHF 9 million), receivables

(+ CHF 63 million), cash and cash equivalents (+ CHF 163 million) and positive replacement values from held-for-trading business (- CHF 64 million). At 31 December 2009, the rätia energie Group’s cash and cash equivalents remained sound at CHF 334 million.non-current liabilities rose by CHF 97 million, on the one hand, de-creases were recorded in the positions provisions (- CHF 27 million) and deferred tax liabilities (- CHF 21 million). on the other hand, non-current financial liabilities rose by CHF 145 million, primarily due to borrowing in the form of a debenture bond amounting to CHF 200 million (term 2009 – 2016). While total assets increased by 9 % to CHF 2.4 billion, equity amounted to CHF 912 million, representing a ratio of 38 %. this will continue to provide a solid foundation for implementing the rätia energie Group’s strategy.

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44AnnuAl report 2009

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Consolidated statement of comprehensive income

Note

2008 2009

CHF thousands Net sales 1,926,549 1,904,037Own costs capitalised 12,053 12,755Other operating income 32, 431 42,526Total operating revenue 1 1,971,033 1,959,318 Energy procurement -1,541,398 -1,577,854Concession fees -7,029 -16,361Personnel expenses 2 -72,072 -78,803Material and third-party services -44,932 -32,518Other operating expenses -51,653 -58,391Income before interest, income taxes,

depreciation and amortisation 253,949 195,391 Depreciation/amortisation and impairment 3 -68,902 -58,588Income before interest and income taxes 185,047 136,803 Financial income 4 6,198 1,542Financial expenses 5 -56, 172 -24,870Share of results of associates

and partner plants 6 39 -1,690Income before income taxes 135,112 111,785 Income taxes 7 -40,954 -304

Group profi t including minority interests 94,158 111 ,481 Group profi t including minority interests 94,158 111,481Eff ect of currency translation -18,018 -412Fair value adjustment of fi nancial instruments -3,703 -1,331Income taxes 1,259 492

Comprehensive income 73,696 110,230 Share of Group profi t attributable

to Rätia Energie shareholders and participants 96,404 106,672Share of Group profi t attributable to minority interests -2,246 4,809 Share of Group result attributable

to Rätia Energie shareholders and participants 82,098 105,661Share of Group result attributable to minority interests -8,402 4,569 Earnings per share (undiluted) 8 CHF 28.40 CHF 31.45There are no factors resulting in a dilution

of earnings per share.

CONSOLIDATED FINANCIAL STATEMENTS RÄTIA ENERGIE GROUP

394.indd 45394.indd 45 30.03.2010 10:53:5330.03.2010 10:53:53

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Consolidated Balance Sheet

Assets CHF thousands

not

e

31.12.2008 31.12.2009

Property, plant and equipment 9 1,041,341 1,071,766 Intangible assets 10 14,539 11,896

Investments in associates

and partner plants 6 31,017 41,071 Other financial assets 11 78,582 70,848 Deferred tax assets 7 15,867 17,191Non-current assets 1,181,346 1,212,772 Inventories 12 25,294 34,293 Receivables 13/25 549,117 612,158 Prepaid expenses and accrued income 24 11,031 12,825 Securities and other financial instruments 14 3,447 2,239

Positive replacement values held-for- trading positions 15 243,660 180,114

Cash and cash equivalents 16 171,391 334,382Current assets 1,003,940 1,176,011

Total assets 2,185,286 2,388,783

Consolidated FinanCial statementsRätia eneRgie gRoup

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Liabilities and shareholders’ equity CHF thousands

not

e

31.12.2008 31.12.2009

Share capital 17 2,783 2,783 Participation capital 17 625 625 Treasury shares -16 -16 Capital reserves 17,732 17,732 Fair value adjustment of financial instruments -1,604 -2,116 Retained earnings (including Group profit) 758,044 841,266 Accumulated translation differences -5,098 -5,596 Shareholders’ equity excluding minority interests 772,466 854,678 Minority interests 51,606 57,135Shareholders’ equity 824,072 911,813 Non-current provisions 19/20 90,770 63,778 Deferred tax liabilities 7 92,122 71,192 Non-current financial liabilities 18 382,836 527,963 Other non-current liabilities 21 57,091 56,538

Non-current liabilities 622,819 719,471 Current income tax liabilities 30,654 28,055 Current financial liabilities 23 74,978 67,832 Negative replacement values held-for-trading positions 15 213,073 160,821 Current provisions 19/20 2,650 614 Other current liabilities 22/25 392,137 480,216 Deferred income and accrued expenses 24 24,903 19,961 Current liabilities 738,395 757,499Liabilities 1,361,214 1,476,970

Total liabilities and shareholders’ equity 2,185,286 2,388,783

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Changes in consolidated equity

CHF thousands Share capital

Participa- tion capital

Treasury shares

Capital reserves

Fair value adj. for fin.

instr.

Retained earnings

Accu- mulated

translation differences

Total Group equity

Minority interests

Total share-

holders’ equity

Equity at 1 January 2008 2,783 625 -12 17,732 -113 682,119 7,717 710,851 57,228 768,079 Comprehensive income for the period -1,491 96,404 -12,815 82,098 -8,402 73,696 Dividends (excl. treasury shares) -18,657 -18,657 -76 -18,733Purchase/sale of treasury shares -4 -1,822 -1,826 -1,826Changes in consolidation - 1,118 1,118Purchase/sale of minority interests - 293 293Capital increase, minority interests - 1,445 1,445

Equity at 31 December 2008 2,783 625 -16 17,732 -1,604 758,044 -5,098 772,466 51,606 824,072 Comprehensive income for the period -512 106,672 -499 105,661 4,569 110,230 Dividends (excl. treasury shares) -23,744 -23,744 -80 -23,824Purchase/sale of treasury shares - -Changes in consolidation -16 1 -15 -24 -39Purchase/sale of minority interests 310 310 -592 -282Capital increase, minority interests - 1,656 1,656

Equity at 31 December 2009 2,783 625 -16 17,732 -2,116 841,266 -5,596 854,678 57,135 911,813

Consolidated FinanCial statementsRätia eneRgie gRoup

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CHF thousands not

e

2008 2009

Group profit including minority interests 94,158 111,481 Depreciation/amortisation and impairment 9/10 68,902 58,588 Own costs capitalised 9/10 -12,053 -12,755 Change in provisions 20 -7,264 -29,412 Change in deferred taxes 7 -504 -21,785

Share of results of associates

and partner plants 6 -39 1,690 Compound interest from non-current liabilities 620 428 Dividends from associates and partner plants 6 344 591 Other income and expenses not affecting cash 3,875 6,830 Change in inventories 12 -12,194 -9,042 Change in receivables 13 -93,910 -61,883 Change in prepaid expenses and accrued income 24 -3,793 -1,794 Change in liabilities 50,636 86,132 Change in deferred income and accrued expenses 24 4,256 -4,999

Change in replacement values, held-for-trading positions 15 -23,022 12,557 Change in securities and other financial instruments 14 47,911 1,208

Cash flow from operating activities 117,923 137,835 Property, plant and equipment: - Additions 9 -53,233 -71,820 - Disposals 2,238 174 Intangible assets: - Additions 10 -3,743 -2,045 - Disposals 17 - Group companies: - Acquisitions -1,760 -321 - Disposals 1,223 53

Investments in associates

and partner plants: - Investments 6 -2,844 -12,526 - Disposals - - Non-current financial assets: - Investments 11 -63,615 - - Disposals - 251

Cash flow from investing activities -121,717 -86,234 Additions to financial liabilities 18 93,966 199,621 Repayment of financial liabilities 18/23 -41,976 -65,596 Dividend payments -18,733 -23,824 Purchase of treasury shares -2,705 - Sale of treasury shares 879 - Capital increase through minority interests 1,445 1,656

Cash flow from financing activities 32,876 111,857 Translation differences -10,356 -467 Change in cash and cash equivalents 18,726 162,991Cash and cash equivalents at 1 January 152,665 171,391

Cash and cash equivalents at 31 December 16 171,391 334,382 Additional information. Cash flow from operating activities covers: Interest received 4,158 1,202 Interest paid -19,067 -14,532 Income taxes paid -35,500 -34,207

Consolidated Cash Flow Statement

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50AnnuAl report 2009

Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

IAS/IFRS 2008 annual changes IAS 1 Presentation of Financial StatementsIAS 23 Borrowing CostsIAS 32 Financial Instruments: PresentationIAS 39 Qualifying Hedged ItemsIFRS 1 First-Time Adoption of IFRSIFRS 2 Share-based PaymentIFRS 7 Financial Instruments: DisclosuresIFRS 8 Operating SegmentsIFRIC 15 Agreements for the Construction of Real-EstateIFRIC 16 Hedges of a Net Investment in a Foreign OperationIFRIC 18 Transfers of Assets from Customers

Moreover, the IASB and IFRIC have issued other revised or new stand-ards and interpretations, but these will only be adopted in subsequent financial years.

IAS/IFRS 2009 annual changes (applicable to financial years starting on or after 1 January 2010)

IAS 27 Group and Separate Individual Financial Statements (appli-cable to financial years starting on or after 1 January 2010)

IFRS 2 Share-based payment with cash compensation for sub-sidiaries (applicable to financial years starting on or after 1 January 2010)

IFRS 3 Business Combinations (applicable to financial years starting on or after 1 January 2010)

IFRS 9 Financial Instruments (applicable to financial years starting on or after 1 January 2013)

IFRIC 14 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction (applicable to financial years starting on or after in January 2011)

IFRIC 17 Distributions of Non-cash Assets to Owners (applicable to financial years starting on or after 1 January 2010)

The Rätia Energie Group is currently examining their impact. However, since this analysis is still ongoing, the potential impact cannot yet be determined.

Scope of consolidationThe consolidated financial statements cover the financial statements of Rätia Energie AG and all Swiss and foreign companies in which Rätia Energie directly or indirectly holds more than 50 % of the voting rights or over which Rätia Energie is able to exercise operational and financial control. These companies are fully consolidated and designated as Group companies. Their financial year ends on 31 December.

ConSolIDAteD ACCountInG prInCIpleSCompany information rätia energie AG, poschiavo, is a listed stock corporation with registe-red office in Switzerland. rätia energie is a vertically integrated group active in Switzerland and abroad in the fields of electricity generation, management, trading, sales, transmission and distribution. the com-pany also trades and sells gas, Co2 and other green electricity certifi-cates in selected european markets. the business activities and main operations are described in detail in this annual report.

the 2009 consolidated financial statements of the rätia energie Group were authorised by the Board of Directors on 11 March 2010, and are subject to the approval of the Annual General Meeting on 10 May 2010.

prInCIpleS oF ConSolIDAtIonBasisthe consolidated financial statements of the rätia energie Group have been prepared in accordance with the International Financial reporting Standards (IFrS) promulgated by the International Accounting Standards Board (IASB). they provide a true and fair view of the financial position, results of operations and cash flows of the rätia energie Group. All current standards and interpretations were applied in preparing the consolidated financial statements, which comply with Swiss law.

the consolidated financial statements are drawn up in Swiss francs (CHF). With the exception of items designated otherwise, all figures are rounded in thousands of francs (CHF thousands).

the consolidated financial statements were prepared on the basis of historical acquisition costs. exceptions are specific items, for example securities and derivative financial instruments, for which IFrS requires other valuation methods. these are explained in the following accounting and valuation principles.

New and revised accounting and valuation principlesthe accounting and valuation principles used correspond to the princip-les applied in the previous year, with the following exceptions:

In the year under review the rätia energie Group assessed the following new or revised standards and interpretations which were found to have no impact on the Group̀ s financial statements.

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Minority holdings in associates whose financial and business policies Rätia Energie Group is unable to control, but over which it is able to exert a significant influence, are accounted for in the consolidated financial statements using the equity method. Jointly-managed part-ner plants (joint ventures) are also accounted for in the consolidated financial statements using the equity method.

Consolidation methodFully consolidated companies are included in the consolidated financial statements in their entirety (assets, liabilities, income and expenses). Investments in associates and partner plants are accounted for using the equity method on the basis of the share of equity. If these compa-nies and partner plants apply accounting and valuation principles that deviate from those adopted by the Rätia Energie Group, appropriate adjustments are made in the consolidated financial statements.

Business combinations are accounted for using the purchase method. The acquisition costs are calculated by measuring the purchased net assets at fair value on the date of acquisition. A positive difference is capitalised as goodwill and subject to an annual impairment test. A negative difference is recognised in the income statement as negative goodwill on the date of acquisition. Group companies are deconsolida-ted from the date on which they are sold or no longer controlled by the Rätia Energie Group.

Intragroup transactionsAll intragroup transactions (receivables and payables, income and ex-penses) are eliminated and the proportion of equity attributable to mi-nority shareholders as well as their share in the results of consolidated companies, are recognised separately. Income arising from intragroup transactions and holdings is eliminated and charged to income.

For internal billing between Group companies the agreed billing prices, which are based on market prices, apply. Electricity purchased by part-ner plants is billed to the Rätia Energie Group on the basis of existing partner contracts – irrespective of market prices – at actual cost.

Currency translationsThe consolidated financial statements are drawn up and presented in Swiss francs. Each Group company defines its own functional currency in which the financial statements are drawn up. Foreign currency tran-sactions are converted using the Group company`s functional currency at the exchange rate on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are converted to the functional currency at the closing rate on the balance sheet date.

Currency translation differences are charged to income. Non-monetary foreign currency positions measured at fair value are converted at the rate on the balance sheet date in order to determine the fair value.

The functional currency for the main foreign Group companies is the euro. Assets and liabilities of Group companies are translated into Swiss francs at the closing rate on the balance sheet date. Income statement items are translated using the average exchange rate for the year. When translating foreign currencies, euros were translated at the closing rate of EUR/CHF 1.4863 (previous year: 1.4796) and an average rate of EUR/CHF 1.5101 (previous year: 1.5867). Positions in other currencies are insignificant and were translated for the first time using the rates published by the European Central Bank (ECB Fixings); previously the rates of the Federal Tax Administration were used. Translation diffe-rences between the exchange rate on the balance sheet date and the average rate are recognised in equity. If a Group company is sold, the corresponding accumulated translation differences are recognised in the income statement.

ACCOUNTING AND VALUATION PRINCIPLESBasisWithin the context of preparing the consolidated financial statements, the Board of Directors and Executive Board of Rätia Energie make estimates and valuations which have an impact on the recognised assets and liabilities as well as income and expenses. This concerns the valuation of assets and liabilities for which no other sources (e.g. market prices) are available. Estimates and valuations are based on past experience and the best possible assumptions on future developments. Actual developments may differ from the assumptions made. The estimates and valuations are periodically reviewed. Any changes re-sult in a revised valuation of the relevant assets and liabilities, and revisi-ons are made and disclosed in the period in which they occur. Estimates and valuations are carried out, in particular to identify impairment of assets, to estimate useful lives and the residual value of property, plant and equipment and intangible assets, and to recognise provisions. The carrying amounts are disclosed in the balance sheet.

Property, plant and equipmentProperty, plant and equipment are recorded at acquisition or generation cost less accumulated depreciation and impairment losses recognised. The acquisition or generation cost of property, plant and equipment covers the purchase price including any costs directly attributable to bringing the asset to the location and condition necessary for the intended use. Significant individual components are recorded and depreciated separately.

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Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

Depreciation is calculated using the straight-line method based on the estimated technical and economic life of an asset or, at most, over the concession period in the case of energy generation facilities.

Any residual values are taken into account when determining useful lives. The useful lives and residual values are reviewed annually. If an asset is sold or is no longer able to provide future economic benefits, it is derecognised from property, plant and equipment. The resulting gain or loss (difference between the net selling price and the net car-rying amount of the derecognised asset) is recognised in the income statement in the period in which the asset is derecognised.

The estimated useful lives are calculated in accordance with the recommendations of the Association of Swiss Electricity Companies and are within the following ranges for each category:

CATEGORY USEFUL LIFE

Power plants 20 – 80 years depending on the type of facility and concession period

Grids 15 – 40 years

Land Indefinite; any impairments are recognised immediately

Buildings 30 – 60 years

Plant and business equipment 3 – 20 years

Assets under construction Reclassification to the corresponding category when available for use; any impairments are recognised immediately

Investments in upgrades or improvements to plant and equipment are capitalised if they significantly extend the useful life, increase the original capacity or substantially enhance the quality of generation. Repairs, maintenance and regular servicing of buildings and operating installations are recognised directly in the income statement. Costs for regular major overhauls are capitalised and depreciated.

Assets under construction cover property, plant and equipment not yet completed. During the construction phase these items are not depreciated unless impairment is recognised immediately. Interest on borrowings related to construction is capitalised along with other acquisition and generation costs.

Property, plant and equipment are tested on each balance sheet date for indications of impairment. If indications of impairment are iden-tified, the recoverable amount is measured and an impairment test is performed. If the recoverable amount (the higher of the value less costs to sell and the value in use) is below the carrying amount, the asset›s carrying amount is reduced to the recoverable amount. The value in use is calculated based on the estimated future cash flows over a five-year period and extrapolated projections for subsequent years, discounted using an appropriate rate of interest before tax. If the reasons for a previously recognised impairment no longer exist, the impairment is reversed at most to what the carrying amount would have been had the impairment not been recognised.

Goodwill from business combinationsBusiness combinations are included in the Group financial statements using the purchase method. Goodwill corresponds to the difference between the acquisition costs and the fair value of the acquired company›s identifiable assets, liabilities and contingent liabilities on the date of acquisition. Acquisition costs cover all considerations given to acquire the purchased company, including transaction costs directly attributable to the purchase. If the acquisition costs are lo-wer than the fair value, goodwill is negative and is recognised in the income statement at the time of acquisition.

Goodwill is allocated in order to determine the intrinsic value of a cash-generating unit on the date of acquisition. A cash-generating unit corresponds to the lowest level of the company whose goodwill is monitored for internal management purposes. Goodwill is tested for impairment at least once a year. If the carrying amount of the unit is higher than the recoverable amount in accordance with IAS 36, an impairment is recognised in the income statement in the reporting period.

For investments acquired in associates and partner plants, the diffe-rence between the acquisition cost of the holding and the fair value of the identifiable net assets is calculated. The difference is disclosed together with the investments under investments in associates and partner plants.

Intangible assets Intangible assets are recognised at acquisition cost and have either a definite or an indefinite useful life. Intangible assets with a limited useful life are amortised using the straight-line method over their

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useful lives. On each balance sheet date they are tested for indica-tions of impairment. If indications of impairment are identified, the recoverable amount of the intangible asset is determined in the same way as for property, plant and equipment, and an impairment test is performed.

The estimated useful lives for the individual categories are within the following ranges:

Customer relations 15 yearsBrands 15 yearsOther intangible assets 3 – 5 years

Intangible assets with an indefinite useful life are not amortised but tested annually for indications of impairment. If events or circumstan-ces indicate that a definite or indefinite useful life needs to be revised, this revised estimate is carried out in the current period.

Investments in associates and partner plants (joint ventures)Companies over which Rätia Energie exerts a significant influence but not control are measured using the equity method. Jointly ma-naged partner plants (joint ventures) are measured according to the same method and included in the consolidated financial statements. Partner plants constitute investments in power plants in which the shareholders are obliged to purchase electricity at cost in proportion to their investment.

The inclusion of major associates and partner plants requires the annual financial statements to be drawn up in accordance with IFRS. Where such financial statements are not available, transitional state-ments must be drawn up. The closing date for partner plants is usually 30 September and may differ therefore from the closing date for Rätia Energie. Important events occurring between the closing date for these partner plants and the closing date for Rätia Energie are accounted for in the consolidated financial statements.

Financial assets Financial assets cover cash and cash equivalents, securities and other financial instruments, receivables, prepaid expenses and accrued in-come (anticipatory positions only), and other financial assets. All finan-cial assets are recognised for the first time at fair value. Purchases are recorded on the settlement date. For subsequent valuation, financial assets are classified according to IAS 39.

Cash and cash equivalents, receivables as well as prepaid expenses and accrued income (anticipatory) are allocated to the category “loans and receivables” and carried at amortised cost. Due to their short-term nature, the carrying amounts are assumed to be the fair values.

Securities and other financial instruments disclosed in current assets fall into the category “held for trading”. These are measured at fair value, whereby corresponding gains or losses are recognised in the income statement.

Non-marketable fixed-income investments are allocated to the cate-gory “loans and receivables” and carried at amortised cost. Long-term prepayments for the purchase of green electricity certificates are allocated to the category “designated at fair value through profit and loss” in order to avoid measurement inconsistencies. The position is measured using a valuation model based on observable market data. All other financial assets are classified as “available for sale” and recognised at fair value. Marketable fixed-income securities are measured at market value on the balance sheet date. Marketable sha-res and other equity securities for which an active market exists are measured at market value on the balance sheet date. The unrealised value adjustments of financial assets available for sale are recognised in equity. In the event of disposal or other derecognition, the value adjustments accumulated in equity since such assets were purchased are transferred to financial income in the current reporting period. In the event of a significant or prolonged decline in the fair value of an available-for-sale equity instrument below its acquisition cost, this is recognised as an impairment. Financial assets not recognised at market values are tested for impair-ment on each balance sheet date. If there is objective evidence that an impairment loss has occurred, such as insolvency, payment default or other significant financial difficulties on the part of the issuer or debtor, an impairment calculation is performed. For interest-bearing assets carried at amortised cost, the impairment is measured as the difference between the carrying amount and the lower present value of estimated future cash inflows, discounted at the asset`s original ef-fective interest rate. For other assets carried at amortised cost, the im-pairment is measured as the difference between the carrying amount and the present value of estimated future cash inflows, discounted at the current market rate of return for a similar financial asset. Unlike the value adjustment above, an impairment is always recognised in the income statement immediately after it is identified.

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Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

Financial assets are no longer recognised if the rights, obligations, opportunities and risks associated with the ownership of an asset are transferred in full.

Held-for-trading positionsContracts in the form of forward transactions (forwards and futures) conducted with the intention of achieving a trading profit or margin (held for trading) are treated as derivative financial instruments in accordance with IAS 39 and recognised as held-for-trading positions. On the balance sheet date, all open derivative financial instruments from energy trading transactions are measured at fair value and the positive and negative replacement values are recognised under assets and liabilities. The open contracts are measured on the basis of market data from electricity exchanges (e.g. EEX, Leipzig). For the contracts for which no liquid market exists, measurement is based on a valuation model.

Current transactions are recognised at net positive and negative re-placement value if the contracts contain appropriate provisions and the intention to offset exists and is legally permitted. Realised and unrealised income from held-for-trading positions is recognised net as “Profit from held-for-trading positions”.

InventoriesInventories comprise materials used for operating purposes (e.g. operating materials, replacement parts and consumables) as well as CO2 or electricity quality certificates (origin, generation type). Inventories are measured at the lower of acquisition/generation cost and net realisable value. Acquisition/generation costs are measured at the weighted average. The net realisable value corresponds to the estimated selling price less the estimated costs necessary to make the sale.

Treasury shares and participation certificatesTreasury shares and participation certificates are deducted from equity. Under IFRS, no gain or loss is recognised in the income state-ment on the purchase, sale, issue or cancellation of an entity`s own equity instruments.

ProvisionsProvisions are recognised for obligations (legal or constructive) resulting from a past event, when it is probable that an outflow of resources will be required to settle the obligation, and where a reli-able estimate can be made of the amount of the obligation. If some or all of the expenditure required to settle a provision is expected to be reimbursed by another party (e.g. due to an insurance policy), the reimbursement is recognised when it is virtually certain that reimbursement will be received. If the interest effect is a significant influencing factor, estimated future cash flows are discounted to determine the provision amount.

Provisions are recognised at the discounted cash outflow expected on the balance sheet date. Provisions are reviewed annually and revised in line with current developments. The discount rate is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.

Financial liabilitiesFinancial liabilities consist of current and non-current financial liabi-lities, other current liabilities as well as deferred income and accrued expenses (anticipatory positions only). Financial liabilities are initially recognised in the balance sheet at their fair value. The subsequent measurement is conducted based on the rules of the “Other liabili-ties” category; this does not include the negative replacement values of held-for-trading positions. These negative replacement values are handled the same way as positive replacement values.

Non-current financial liabilities are recognised at amortised cost using the effective interest method. Interest rate swaps exist to hedge a portion of the company`s interest rate risk (hedge accounting) re-lating to the variable-rate loan in respect of the construction of the gas-fired combined-cycle power plant in Teverola. These interest rate swaps are used to hedge cash flows and the change in value is recog-nised in equity as a fair market adjustment of financial instruments.

Other current liabilities as well as deferred income and accrued ex-penses are recognised at amortised cost. The negative replacement

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values of held-for-trading positions contained in current financial liabilities are measured at fair value through profit and loss. All other current financial liabilities are recorded at amortised cost.

Other non-current liabilitiesOther non-current liabilities include installation usage rights granted to third parties. The rights of use granted are contractual obligations which are fulfilled exclusively by permitting a third party to use instal-lations. These are non-financial liabilities. The liabilities are amortised over the period of use of the corresponding installations using the straight-line method.

Pension plansOn the balance sheet date, employees of Rätia Energie in Switzerland were members of the PKE Pensionskasse Energie (PKE) and the Profond pension fund, both of which are legally independent pension funds based on defined benefits or defined contributions.

The costs and obligations of the Group arising from defined benefit pension plans are calculated using the projected unit credit method. In line with actuarial calculations made on the balance sheet date, the total cost of a pension plan is based on the years of service rendered by the respective employees and their projected salaries until retire-ment, and is recognised annually in the income statement. Pension obligations are measured according to the fair value of estimated fu-ture pension benefits, using the interest rates on government bonds with a similar residual term to maturity. Actuarial gains and losses are recognised as income and expenses over the expected average remai-ning working lives of the insured, provided they exceed the greater of 10 % of the present value of the pension obligations and 10 % of the fair value of any plan assets (corridor approach).

Employees in foreign Group companies are insured under state pen-sion plans, which are independent of the Group. Apart from the above pension plans, there are no significant long-term employee benefits provided by the Group.

Contingent liabilitiespotential or existing liabilities for which the probability of an outflow of funds is considered remote are not recognised in the balance sheet. existing contingent liabilities and guarantee obligations are disclosed on the balance sheet date in the notes to the consolidated financial statements.

Share-based paymentsthere are no employee share participation programmes or other forms of share-based payments.

Finance and operating leasesIn the reporting period and the previous period there were no finance leases. It outsourcing includes an operating lease for It hardware. the related future minimum leasing payments are disclosed in the notes to the consolidated financial statements (note 29). there are no other sig-nificant operating leases. payments for operating lease transactions are recognised as expenses on a straight-line basis over the lease term.

Income taxesIncome taxes cover current and deferred income taxes. Current income taxes are calculated based on the current tax rates on the earnings of individual Group companies.

Deferred taxes are recognised in the Group financial statements based on the differences between the taxable value of the assets and liabilities and their carrying amounts. Deferred income taxes are calculated under IFrS using the balance sheet liability method based on temporary differences, i.e. differences between the taxable value of an asset or liability and its carrying amount in the balance sheet. the taxable value of an asset or liability is the value of this asset or liability for tax purposes. Deferred tax assets related to loss carryforwards are recognised only to the extent that it is probable that temporary differences or taxable profit will be available against which the tax loss carryforward can be utilised.

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Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

Revenuerevenue covers sales and services to third parties after deducting price discounts and value added tax. revenue is recognised in the income statement when delivery or service fulfilment has been performed.

energy transactions conducted for the purpose of managing the Group̀ s own energy generation plants, as well as energy procure-ment contracts for the physical supply of energy to customers, are treated as “own use” transactions in accordance with IAS 39 and settled gross under “revenue from energy sales” (note 1) and “energy procurement”.

energy transactions conducted with the intention of achieving a trading margin are treated as held-for-trading transactions in accord-ance with IAS 39 and settled net under “profit from held-for-trading positions” (note 1).

on the balance sheet date, all open derivative financial instruments from energy trading transactions are measured at fair value and the positive and negative replacement values are recognised under assets and liabilities. realised and unrealised income from these transactions is disclosed net as “profit from held-for-trading positions” (note 1).

Interest on borrowingsInterest on borrowings that can be allocated directly to the purchase, construction or generation of a qualifying asset are considered part of the acquisition/generation costs of this asset and are capitalised. other borrowing costs are recognised as expenses in accordance with IAS 23.8.

SeGMent reportInG

rätia energie AG is a vertically integrated energy company with activities along the entire value chain (power generation, trading, transmission, sales and distribution).

As the primary decision-makers, the Board of Directors and the executive Board have considered the results as a single unit in line with the integrated business model in order to be able to conduct evaluations and assessments and make decisions about resource deployment.

Accordingly, the standardised management information has not been broken down by segment. there is thus no segment reporting as defined by IFrS 8.

CApItAl MAnAGeMent

Capital management practices are based on the rätia energie Group̀ s overall strategic goals. the most important goals of capital manage-ment are:•Optimiseduseofcapital,takingriskandreturnsintoaccount•Timelyavailabilityofsufficientliquidity

Strategic parameters are calculated and monitored for the purpose of measuring these goals (total operating revenue, return on equity and equity ratio). targets for the strategic parameters are determined by the Board of Directors. the Board of Directors also specifies the risk targets to be monitored by the executive Board. only minor changes have been made to the strategic alignment of rätia energie since the previous year.

rätia energie`s capital is managed while taking the Group›s financial development and risk structure into account. to manage this capital, the Group can, for instance, borrow or repay capital, carry out capi-tal increases or reductions, or change its dividend policy. the rätia energie Group is not subject to any prescribed regulatory minimum capital requirements.

the most important key figures for capital management are return on equity and the equity ratio. When calculating the return on equity (excluding minority interests), Group profit excluding minority in-

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terests is measured against equity without minority interests. the equity ratio (including minority interests) describes the relationship between equity including minority interests and total assets.

the target figure for return on equity (without minority interests) is >10 % and the equity ratio must be kept within the 35-45 % range. In principle, these key figures also have an impact on rätia energie`s credit rating and thus its borrowing costs.

Return on equity / equity ratio on page 60.

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Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

return on equity and the equity ratio were calculated on 31 December 2008 and 31 December 2009 as follows:

31.12.2008 31.12.2009

Group profit (including minority interests) in TCHF 94,158 111,481

Group profit (excluding minority interests) in TCHF 96,404 106,672

Equity (including minority interests) in TCHF 824,072 911,813

Equity (excluding minority interests) in TCHF 772,466 854,678

Total assets in TCHF 2,185,286 2,388,783

Return on equity (excluding minority interests) in % 12.5 12.5

Equity ratio (including minority interests) in % 37.7 38.2

the targets for the two key figures, return on equity and equity ratio, were met in the year under review.

rISK MAnAGeMent AnD FInAnCIAl rISK MAnAGeMentBasisthe operating activities of rätia energie are exposed to market, counterparty and transaction risks arising from the energy sector as well as liquidity risks. risk management aims to limit the risks specified through operational and financial measures. Financial risks are managed by the executive Board within the framework of the strategic parameters and risk targets determined by the Board of Directors. the guidelines issued by the Board of Directors on “risk Management in the energy Sector” set down the principles governing the rätia energie Group̀ s risk policy. they cover directives on the entry into, assessment, management and limitation of business risks in the energy sector and define the organisation and responsibilities. the aim is to ensure a reasonable balance between business risks entered into, earnings and risk-bearing equity. the Board of Directors and the executive Board define risk limits in accordance with the company›s risk capability. these limits are regularly reviewed for each risk category. Special measures are taken to manage risks related to personal safety, information technology and the energy business (transaction, market and counterparty risks). risk management was further developed during the year under review but there were no changes in terms of content.

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Market risksrätia energie is exposed to various market risks within the scope of its business activities. the most important of these are energy price risk, interest rate risk and currency risk.

Energy price risksenergy transactions are conducted for the main purpose of cover-ing physical delivery contracts, purchasing energy, and selling and optimising the company`s own generation volumes. Within this risk policy, purely financial transactions are used for trading. energy price risks include risks arising from price volatility, changes in the price level, and changing correlations between markets and generation times. Compliance with trading limits and the risk situation of the portfolio are monitored by risk Management and reported to the risk Management Committee. under the leadership of the Head of Finance, the risk Management Committee assesses the risk situation in the energy sector at least once a month. the Board of Directors and the executive Board are kept informed about the risk situation by reports submitted by the risk Management Committee on a quar-terly basis and in the case of extraordinary events.

Interest rate risksInterest rate risks primarily concern changes in interest rates on non-current interest-bearing liabilities. In the event that the agreed interest rate is variable, changes in interest rates represent an interest rate risk. Due to the long investment horizon for capital-intensive power plants and grids, rätia energie primarily obtains long-term financial loans with phased terms to maturity. the interest situation and hedging options are continuously reviewed. Derivative financial instruments – in particular interest rate swaps – are used and under certain conditions recognised as hedging relationships (hedge accounting). Another interest rate risk exists with regard to variable-rate positions of current assets, in particular in the case of sight deposits. this risk is minimised by pursuing an active cash management policy.

Currency risksenergy goods and services are paid for and sold by rätia energy primarily in Swiss francs or euros. the foreign Group companies conduct nearly all transactions in their functional currency. these transactions are not subject to currency risks. there is, however, a risk of currency fluctuation on those positions of rätia energie AG which are denominated in euros. the currency risk is largely eliminated by netting receivables and liabilities in the foreign currency as agreed. Forward trading transactions are conducted to reduce the currency risk. net investments in foreign Group companies are also exposed to exchange rate fluctuations. However, these long-term commitments are not hedged since the differences in inflation rates and exchange rate fluctuations should offset each other over the long term.

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60AnnuAl report 2009

Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

CounterpArty rISKSCredit risksCredit risks arise if customers cannot meet their obligations as agreed, or the intrinsic value of financial assets is endangered in some other way. the credit risk is permanently monitored by checking outstanding payments by counterparties and by carrying out credit checks on contractual parties. rätia energie enters into significant business relationships only with counterparties who are creditworthy and whose solvency has been confirmed by a credit check.

the maximum credit risk exposure on the closing date is equal to the carrying amounts of the recognised financial assets. Since existing netting agreements have already been recognised, no other major agreements which would lessen the maximum default risk exist on the balance sheet date.

Supplier default risksSupplier default risks arise if suppliers cannot meet their supply obligations as agreed and a replacement can only be purchased at less favourable terms. limits are set on purchase volumes to avoid risk concentration and to minimise supplier default risks. observance of these limits is perma-nently monitored. rätia energie enters into significant business relationships only with counterparties who can guarantee supply readiness.

Liquidity risksliquidity risks arise if rätia energie cannot meet its obligations as agreed or is unable to do so under economically feasible conditions. the rätia energie Group permanently monitors the risk of liquidity shortfalls. Cash flow forecasts are used to anticipate future liquidity performance in order to respond in good time in the event of over- or under-liquidity, taking into account the maturity terms of financial liabilities as well as the financial assets. At the balance sheet date, financial liabilities exist with the following due dates (amounts represent the contractual, undis-counted cash flows):

CHF thousands 31.12.2008 31.12.2009

Up to 3 months 681,849 553,336

From 3 to 12 months 59,911 203,249

From 1 to 5 years 246,537 197,415

Over 5 years 209,370 331,162

these financial liabilities are expected to be offset by financial assets (carrying values of balance sheet items) which are expected to become available or which can be liquidated during the following periods:

CHF thousands 31.12.2008 31.12.2009

Up to 3 months 967,615 1,128,893

Over 3 months 78,582 70,848

Cash and cash equivalents are available for the purpose of liquidity. At the balance sheet date, rätia energie also has the following bank credit lines which have been secured but remain unused:

CHF thousands 31.12.2008 31.12.2009

Unused general credit lines 106,000 105,100

Additional unused credit lines for the purpose of issuing guarantees 33,000 37,157

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Sensitivity analyseson the balance sheet date, rätia energie performs a sensitivity analysis for each market risk category to determine the potential impact of various scenarios on net income and equity. During this analysis, the impact of individual factors is investigated, meaning that mutual interdependencies of individual risk variables are not taken into consideration. these same methods and assumptions have been used since 2007 to perform the analyses. the following scenarios were analysed for each of the individual market risk categories:

Energy price risksWhen establishing energy price risks, a distinction is made between positions held for own use and those held for trading. With regard to those positions held for own use, a potential price change on the balance sheet date will not have an impact on net income or equity since these positions are not measured at fair value. When considering positions held for trading, scenarios are assumed in which energy prices are 10 euros higher and lower per MWh.

CHF thousands 31.12.2008 31.12.2009

Impact on net income and equity at a higher energy price -19,584 -9,166

Impact on net income and equity at a lower energy price 19,584 9,166

Interest rate risksIn the sensitivity analysis of interest rate risks, an impact is only seen in positions for which the agreed interest rate is variable. All loans are recognised at amortised cost, i.e. for positions for which the agreed interest rate is fixed, changes in interest rates will have no impact on the balance sheet item.

the analysis was performed in 2009 for interest rates which were 150 bp higher and lower.

CHF thousands 31.12.2008 31.12.2009

Impact on net income and equity at a higher interest rate -800 -222

Impact on net income and equity at a lower interest rate 800 222

Hedging relationships (hedge accounting) were recognised for a portion of the interest rate risk. the corresponding effective hedge was reco-gnised via equity and had no impact on the income statement. the impact of a shorter-term change in interest rates on the valuation of the long-term hedging instrument is insignificant and was not taken into consideration in the sensitivity calculation.

Currency risksCurrency risks exist mainly in connection with euro positions for receivables and trade accounts payable, cash and cash equivalents, as well as non-current financial liabilities.

the analysis was performed using euro exchange rates which were 10 % higher and lower than the closing rate. the closing rate of the year under review was CHF/eur 1.4863 (previous year: CHF/eur 1.4796).

31.12.2008 31.12.2009 cHF/euR tcHF cHF/euR tcHF

Impact on net income and equity at a higher exchange rate 1.6276 10,939 1.6349 24,851

Impact on net income and equity at a lower exchange rate 1.3316 -10,939 1.3377 -24,851

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62AnnuAl report 2009

Consolidated FinanCial statementsRätia eneRgie gRoup

Notes to the consolidated financial statements

eStIMAtIon unCertAIntIeSon each balance sheet date, property, plant and equipment are tested for indications of impairment. If indications of impairment are identified, the recoverable amount is calculated in accordance with the provisions of IAS 36 and, if necessary, an impairment is recognised. estimates of the useful life and residual value of property, plant and equipment are reviewed annually based on technical and economic developments, and revised as necessary. Changes to laws or ordinances, particularly relating to the environment and energy, could lead to significant changes in useful lives and thus depreciation periods or value adjustments to parts of assets.

provisions are recognised taking into account the best possible estimate of the amount and date of the probable cash outflow.

the electricity Supply Act (StromVG) and the electricity Supply ordinance (StromVV) came into force in 2008. under the terms of the electricity Supply Act, the high-voltage grid (220/380kV) must be transferred to the national grid company (swissgrid) within five years. the high-voltage grids of rätia energie AG have been fully integrated into re transportnetz AG. Since the value which swissgrid will accord to the high-voltage grid cannot be reliably estimated at this point in time, the future transfer value is subject to a high degree of uncertainty.

In several countries, invoicing and payment of the national grid operator and any rulings of the regulator sometimes involve a delay of more than a year. As a result, current processes and data deliveries may only affect profit and loss in subsequent years. the best possible estimates have been made where indicated. Definitive invoicing, payments and rulings may vary from these estimates and affect the overall results.

trade accounts receivable are measured at Group level by applying individual and lump-sum value adjustments based on their maturity structure and empirical values. effective losses on receivables may deviate from these estimates.

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64AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

Rätia Energie Group Companies

In the financial year, Swisshydro AG was absorbed by rätia energie AG, and elementerra GmbH was sold. the scope of consolidation was also expanded to include the newly formed companies elbe Beteiligungs AG, poschiavo, elbe Finance Holding GmbH & Co KG, Dortmund, and elbe Finance Holding Verwaltungs-GmbH.

Fully consolidated companies at 31 December 2009Company Head office Currency Issued capital Holding Closing date Purpose

Rätia Energie AG Poschiavo CHF 3,408,115 - 31.12. H/P/E

Rätia Energie Klosters AG Klosters CHF 16,000,000 99.87 % 31.12. C/P

Rätia Energie Ilanz AG Ilanz CHF 250,000 95.61 % 31.12. C/P

aurax connecta ag Ilanz CHF 100,000 95.61 % 31.12. S

aurax ag Waltensburg CHF 5,000,000 95.61 % 31.12. H

Ovra electrica Ferrera SA1) Trun CHF 3,000,000 46.85 % 31.12. P

Vulcanus Projekt AG Poschiavo CHF 100,000 60.00 % 31.12. PC

RE Transportnetz AG Poschiavo CHF 100,000 100.00 % 31.12. G

aurax electro ag Ilanz CHF 250,000 95.61 % 31.12. S

SWIBI AG Landquart CHF 500,000 100.00 % 31.12. S

Rätia Energie Immobilien AG Poschiavo CHF 50,000 100.00 % 31.12. RE

aurax consulta ag Ilanz CHF 700,000 95.61 % 31.12. RE

Alvezza SA in liquidation Disentis CHF 500,000 59.28 % 31.12. RE

Elbe Beteiligungs AG Poschiavo CHF 1,000,000 100.00 % 31.12. H

Elbe Finance Holding GmbH & Co KG Dortmund EUR 25,000 100.00 % 31.12. H

Elbe Finance Holding Verwaltungs-GmbH Dortmund EUR 25,000 100.00 % 31.12. H

Rätia Energie Deutschland GmbH2) Dortmund EUR 25,000 100.00 % 31.12. C

RE Italia S.p.A. Milan EUR 164,000 100.00 % 31.12. H

Rezia Energia Italia S.p.A. Milan EUR 2,000,000 100.00 % 31.12. E

Dynameeting S.p.A. Milan EUR 4,000,000 100.00 % 31.12. C

REI Produzione S.p.A. Milan EUR 120,000 100.00 % 31.12. H

SET S.p.A. Milan EUR 120,000 61.00 % 31.12. P

Energia Sud S.r.l. Milan EUR 925,439 67.00 % 31.12. P

RES S.p.A. Milan EUR 120,000 51.00 % 31.12. PC

SEA S.p.A. Milan EUR 120,000 100.00 % 31.12. PC

REC S.r.l. Milan EUR 10,000 100.00 % 31.12. PC

REN S.r.l. Milan EUR 100,000 100.00 % 31.12. PC

TGK Skavica S.r.l. Milan EUR 250,000 62.00 % 31.12. PC

SEI S.p.A. Milan EUR 120,000 57.50 % 31.12. PC

Immobiliare Saline S.r.l. Milan EUR 10,000 100.00 % 31.12. RE

RE Trading CEE s.r.o. Prague CZK 3,000,000 100.00 % 31.12. E

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65

RE ENERGIE S.r.l. Bucharest RON 165,000 100.00% 31.12. E

RE Magyarország kft. Budapest HUF 50,000,000 100.00% 31.12. E

RE ENERGIJA d.o.o. Ljublijana EUR 50,000 100.00% 31.12. E

RAETIA ENERGIJA d.o.o. BEOGRAD Belgrade EUR 20,000 100.00% 31.12. E

RETIA ENERGIJA DOOEL Skopje Skopje EUR 20,000 100.00% 31.12. E

RE Energy Slovakia s.r.o. Bratislava SKK 1,500,000 100.00% 31.12. E

Raetia Energia Sp.z.o.o. Warsaw PLN 75,000 100.00% 31.12. E

RE Energija d.o.o. Sarajevo Sarajevo BAM 1,000,000 100.00% 31.12. E

RE Energija d.o.o. Zagreb HRK 366,000 100.00% 31.12. E

1) Ovra electrica Ferrera SA, Trun, is a power plant company in which the local community holds a 51 % stake. The Rätia Energie Group bears full operating

responsibility for this company via aurax ag, and sells 100 % of the energy output on the market. The Rätia Energie Group therefore exercises overall control,

hence Ovra electrica Ferrera SA is fully consolidated.

2) Formerly called Deuto Energie GmbH

Companies included according to the equity method at 31 December 2009

Associates Head offi ce Currency Issued capital Holding Closing date Purpose

SüdWestStrom StadtKraftWerk

Brunsbüttel GmbH & Co KG1) Pinneberg EUR 4,000,000 51.00% 31.12. PC

EL.IT.E. S.p.A. Milan EUR 3,888,500 46.55% 31.12. G

Rhiienergie AG (formerly EW Tamins

AG) Tamins CHF 900,000 22.00% 31.12. C

Partner plants Head offi ce Currency Issued capital Holding Closing date Purpose

Grischelectra AG Chur CHF

1,000,000 (20% paid in) 11.00% 30.09. H

AKEB Aktiengesellschaft für

Kernenergie-Beteiligungen Lucerne CHF 90,000,000 7.00% 30.09. H

Kraftwerke Hinterrhein AG Thusis CHF 100,000,000 6.50% 30.09. P

1) Rätia Energie AG does not exercise control over this company as defi ned in IAS 27 and as a result is treated as an associate according to the equity method.

Key:

E Energy business C Customer (supply/sales) R Real estate G Grid

P Production H Holding or purchase rights S Services PC Project Company

395.indd 65395.indd 65 31.03.2010 14:31:3131.03.2010 14:31:31

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66AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

Note

1 Total operating revenue 2008 2009 CHF thousands Revenue from energy sales 1,887,070 1,886,299 Profit from held-for-trading positions1) 39,479 17,738 Total net revenue 1,926,549 1,904,037 Own costs capitalised 12,053 12,755

Income from the sale of associates

and Group companies 601 69 Gain from the sale of property, plant and equipment 477 331 Revenue from other operating activities2) 31,353 42,126 Other operating income 32,431 42,526 Total 1,971,033 1,959,318 1)Income from held-for-trading positions 1,705,139 2,728,673 Expenses for held-for-trading positions - 1,665,660 -2,710,935 Profit from held-for-trading positions 39,479 17,738 2) Primarily income from services rendered.

2 Personnel expenses 2008 2009 CHF thousands Wages and salaries 60,447 62,911 Social insurance contributions 8,586 10,059 Pension costs 280 2,915 Other personnel costs 2,759 2,918

Total 72,072 78,803 Headcount 31.12.2008 31.12.2009 Full-time equivalent employees 618 656 Trainees 66 69 Average 2008 2009 Full-time equivalent employees 581 631 Trainees 64 67

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3 Depreciation/amortisation and impairment 2008 2009 CHF thousands Depreciation/impairment on property, plant and equipment 67,067 53,392 Amortisation/impairment on intangible assets 1,835 5,196

Total 68,902 58,588

4 Financial income 2008 2009 CHF thousands Income from other financial assets 563 122 Income from current financial assets 5,635 1,362 Exchange rate gains - 58

Total 6,198 1,542

In the year under review, exchange rate gains and losses were recognised net. the result was an exchange rate gain which is contained in the income statement as financial income. the previous year’s figures were recognised gross. In 2008, there was a net exchange rate loss.

Financial income applies to the following positions and measurement categories:

Balance sheet position Detailed position IAS 39 measurement category

2008 2009

Other financial assets Prepaid green electricity certificates

At fair value through profit or loss (designated)

162 -

Other financial assets Non-current securities Available for sale 401 122

Liabilities Trade accounts payable Other financial liabilities - 58

Securities and other financial instruments

Other securities and financial instruments

Held for trading 277 24

Cash and cash equivalents

Sight funds and cash in-vested for less than 90 days

Loans and receivables 5,358 1,338

Total 6,198 1,542

Interest income for recognised financial assets which were not measured at fair value amounts to tCHF 1,334 (previous year: tCHF 5,038).

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68AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

5 Financial expenses CHF thousands

2008 2009 Expenses for current financial assets 9,527 5,019 Interest paid on non-current liabilities 31,255 18,295 Expenses for current liabilities 176 1,556 Exchange rate losses 15,214 -

Total 56,172 24,870

In the year under review, exchange rate gains and losses were recognised net. the result was an exchange rate gain which is contained in the income statement as financial income. the previous year’s figures were recognised gross. In 2008, there was a net exchange rate loss.

Financial expenses apply to the following positions and measurement categories:

Balance sheet position Detailed position IAS 39 measurement category

2008 2009

Securities and other financial instruments

Other securities and financial instruments

Held for trading 5,891 1,764

Cash and cash equivalents

Sight funds and cash invested for less than 90 days

Loans and receivables 3,636 3,255

Non-current financial liabilities

Loans and other financial liabilities

Other financial liabilities 30,031 17,935

Current financial liabilities

Other current financial liabilities

Other financial liabilities 15,173 -

Other current liabilities

Trade accounts payable Other financial liabilities 217 1,556

Non-current provisions

Provisions for contract risks, reversions and other provisions

n/a 1,224 360

Total 56,172 24,870

Interest expense for recognised financial liabilities which were not measured at fair value amounts to tCHF 17,935 (previous year: tCHF 28,119). Bank fees and commissions for recognised financial assets and liabilities which were not measured at fair value amount to tCHF 103 (previous year: tCHF 135).

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6 Investments in associates and partner plants 2008 2009 CHF thousands Carrying amounts at 1 January 28,756 31,017 Investments (equity increase / acquisition of holding) 2,844 12,526 Dividends -344 -591 Effect of currency translations -278 -191 Share of the results 39 -1,690

Carrying amounts at 31 December 31,017 41,071

the increase was primarily a result of the investment in SüdWestStromStadtKraftWerk Brunsbüttel GmbH & Co KG.

Key figures Associates

2008 gross values

2009 gross values

2008 RE share

2009 RE share

Assets 39,090 56,765 10,913 19,666Liabilities -12,596 -30,006 -3,733 -12,264Income 14,101 15,969 3,581 4,247Expenses -13,586 -15,463 -3,553 -3,988Profit/loss 515 506 28 259

Key figures Partner plants

2008 gross values

2009 gross values

2008 RE share

2009 RE share

Non-current assets 677,551 768,690 46,078 58,343Current assets 106,974 107,132 7,590 11,980Non-current liabilities -364,170 -419,731 -24,867 -28,731Current liabilities -71,146 -105,756 -4,964 -7,923Income 352,111 327,749 25,725 24,211Expenses -351,639 -342,367 -25,714 -26,160Profit/loss 472 -14,618 11 -1,949

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70AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

7 Income taxes 2008 2009 CHF thousands Income taxes charged to the income statement Current income taxes 38,118 23,415 Deferred income taxes 2,836 -23,111

Total 40,954 304 Income taxes charged to equity Income taxes on changes in equity -1,297 -492

Total -1,297 -492 Transitional statement Profit before income taxes 135,112 111,785 Expected income tax rate 19 % 18.9 % Income taxes at expected tax rate 25,671 21,127 Tax effect from non-tax-deductible expenses 4,350 2,885 Tax effect from income taxed at other rates 3,560 -2,112 Tax effect from tax-free income - -385

Value adjustment of previously capitalised deferred taxes

on tax-loss carryforwards or temporary differences - 603

Subsequent capitalisation of previously unrecognised deferred taxes

on tax-loss carryforwards or temporary differences 254 -

Tax due on tax-loss carryforwards for which

deferred taxes were recognised 45 -

Tax losses in the current year for which no deferred tax assets

were recognised 3,126 992

Tax losses charged for which no deferred tax assets

were recognised -324 -57 Tax rate changes in Switzerland 1) -277 -7,609 Tax law revision in Italy 2) - -11,792 Tax burden/relief subsequently recognised for previous years 3,404 -2,849 Other 1,145 -499

Income taxes charged to the income statement 40,954 304 Effective income tax rate 30.31 % 0.27 %

1) the revised tax law in the canton of Grisons with effect from 1 January 2010 provides for a reduction in the tax rate on earnings. this will result in a recognised reversal of deferred tax obligations and a corresponding impact on the effective income tax rate.

2) the company Set, owner of a gas-fired combined-cycle power plant in teverola near naples, increased the value of the generation facility by teur 22,968 in the statutory single-entity financial statements as a result of the provision in Art. 15 of the 185/2008 law relating to real estate. the provision allows real estate assets to be reappraised at a higher value via equity reserves. Depreciation of the reappraisal is permitted starting 1 January 2009.

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Deferred income taxes by origin of difference 31.12.2008 31.12.2009CHF thousands Deferred tax assets Property, plant and equipment - 2,399Other non-current assets 15,013 19,134Current assets 1 6,563Provisions 42 401Liabilities 38,607 35,529Loss carryforwards / tax credits 5,981 2,336

Total 59,644 66,362 Deferred tax liabilities Property, plant and equipment 82,667 71,532Other non-current assets 5,428 2,691Current assets 30,394 24,777Provisions 17,277 19,392Liabilities 133 1,971

Total 135,899 120,363 Of which the following are disclosed in the balance sheet as:

Deferred tax assets -15,867 -17,191Deferred tax liabilities 92,122 71,192

Net deferred tax liabilities 76,255 54,001

there are no notable additional tax obligations anticipated as a result of dividend payments made to Group companies and associates. the rätia energie Group does not recognise deferred taxes levied on possible future payments of retained earnings by Group companies, since these are regarded as permanently reinvested.

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72AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

Tax loss carryforwards

on 31 December 2009, individual Group companies had tax loss carryforwards of tCHF 17,629 which they can charge in future periods as taxable profit. Deferred tax assets are recognised only to the extent that it is probable that the tax credits can be realised. on the balance sheet date the Group had unrecognised tax loss carryforwards of tCHF 8,066, since the future utilisation of these amounts for tax purposes is not probable. these are due on the following dates:

Unrecognised tax loss carryforwards 31.12.2008 31.12.2009CHF thousands Due within 1 year 1,204 -Due in 1-3 years 154 352Due in 3-7 years 2,558 6,827Due after 7 years or no due date 263 887

Total 4,179 8,066

8 Earnings per share 2008 2009

Total bearer shares issued

at a par value of 1 CHF 2,783,115 2,783,115

Total participation certificates issued

at a par value of 1 CHF 625,000 625,000

Less treasury bearer shares

(annual average) - 12,098 -12,156

Less treasury participation certificates

(annual average) - 2,052 -3,957

Average number of shares in circulation 3,393,965 3,392,002

Shareholders and participants

share in Rätia Energie Group profit tCHF 96,404 tCHF 106,672 Earnings per share (undiluted) CHF 28.40 CHF 31.45

There are no factors resulting in a

dilution of earnings per share. Dividend tCHF 23,857 tCHF 27,265*)

Dividend per share CHF 7.00 CHF 8.00*)

*) 2009 dividend subject to approval by the annual General meeting

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Power plants Grids Assets under construction

Property and- buildings

Other tangible assets

Total

Gross values at 1 January 2008 785,134 759,971 29,767 103,850 52,014 1,730,736 Own costs capitalised - - 12,053 - - 12,053 Additions 82 957 50,443 43 1,708 53,233 Disposals -158 -3,675 -1,660 -1,789 -699 -7,981 Reclassification 10,144 9,420 -28,624 8,232 828 - Change in consolidation - - 4,261 - - 4,261 Translation differences -43,070 - -1,083 -5,107 -1,986 -51,246

Gross values at 31 December 2008 752,132 766,673 65,157 105,229 51,865 1,741,056

Accumulated depreciation and

impairments at 1 January 2008 -238,207 -347,035 -94 -32,228 -21,967 -639,531 Depreciation -24,124 -18,660 - -2,564 -5,314 -50,662 Impairments - - -16,405 - - -16,405 Disposals - 2,815 94 104 337 3,350 Translation differences 3,086 - - 146 301 3,533 Accumulated depreciation at 31 December 2008 -259,245 -362,880 -16,405 -34,542 -26,643 -699,715

Net values at 31 December 2008 492,887 403,793 48,752 70,687 25,222 1,041,341 Incl. security pledged for debts 3,054 Gross values at 1 January 2009 752,132 766,673 65,157 105,229 51,865 1,741,056 Own costs capitalised 29 3,979 8,310 - 43 12,361 Additions 1,197 14,818 50,316 148 5,341 71,820 Disposals -2,205 -5,555 -239 -288 -1,819 -10,106 Reclassification 6,754 19,177 -26,885 - 954 - Translation differences 1,633 - -57 201 58 1,835

Gross values at 31 December 2009 759,540 799,092 96,602 105,290 56,442 1,816,966

Accumulated depreciation and

impairments at 1 January 2009 -259,245 -362,880 -16,405 -34,542 -26,643 -699,715 Depreciation -23,573 -18,616 - -1,887 -3,836 -47,912 Impairments - - -5,480 - - -5,480 Disposals 1,918 3,927 5 174 1,493 7,517 Reclassification -6 - - - 6 - Reversal of impairments - - - 183 - 183 Translation differences 115 - 86 4 2 207 Accumulated depreciation at 31 December 2009 -280,791 -377,569 -21,794 -36,068 -28,978 -745,200

Net values at 31 December 2009 478,749 421,523 74,808 69,222 27,464 1,071,766 Incl. security pledged for debts 4,050

the pledged fixed assets were put up as collateral for the aurax Group’s investment loans and mortgages as listed in note 18. Insured value of property, plant and equipment: MCHF 1311 (previous year: MCHF 1562) In the year under review, tCHF 528 in interest on borrowings (previous year: none) was capitalised for construction in progress. A financing cost rate of 3.34% was used.

impairment of property, plant and equipment

Impairments of MCHF 5.5 were recognised in 2009, in connection with several power plant projects which will either no longer be pursued in the foreseeable future or whose realisation at present must be regarded as not very likely. 2008 impairments totalling CHF 16.4 million were made, primarily due to suspension of the permit procedure for the planned coal-fired power plant in Saline Joniche (Calabria).

9 Property, plant and equipment CHF thousands

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Notes to the consolidated financial statements

Customer relations

Brand Misc. Intangible assets

Total

Gross values at 1 January 2008 10,025 3,865 2,163 16,053 Additions - - 3,743 3,743 Disposals - - -17 -17 Translation differences -954 -360 -262 -1,576

Gross values at 31 December 2008 9,071 3,505 5,627 18,203

Accumulated amortisation and

impairments at 1 January 2008 -1,032 -474 -414 -1,920 Amortisation -666 -254 -915 -1,835 Impairments - - - - Translation differences 45 17 29 91 Accumulated amortisation at 31 December 2008 -1,653 -711 -1,300 -3,664

Net values at 31 December 2008 7,418 2,794 4,327 14,539 Gross values at 1 January 2009 9,071 3,505 5,627 18,203 Own costs capitalised - - 394 394 Additions - - 2,045 2,045 Disposals - - -8 -8 Translation differences 36 14 1 51

Gross values at 31 December 2009 9,107 3,519 8,059 20,685

Accumulated amortisation and

impairments at 1 January 2009 -1,653 -711 -1,300 -3,664 Amortisation -788 -237 -1,087 -2,112 Impairments - -2,615 -469 -3,084 Translation differences 10 44 17 71 Accumulated amortisation at 31 December 2009 -2,431 -3,519 -2,839 -8,789

Net values at 31 December 2009 6,676 - 5,220 11,896

Intangible assets refer mainly to the following assets:

– Customer relations

this position reflects the value of long-standing relations with important customers of Dynameeting S.p.A. the remaining amortisation period is around 11 years.

– Brand

this position was adjusted due to changes in the brand concept.

– Miscellaneous intangible assets

the additions in the financial year primarily concern the new Group-wide trading software and the introduction of business software.

10 Intangible assets CHF thousands

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11 Other financial assets 31.12.2008 31.12.2009 CHF thousands Prepaid green electricity certificates 11,152 10,402 Prepaid long-term electricity procurement agreements 59,430 53,170 Other non-current securities 8,000 7,276

Total 78,582 70,848

prepayments for green electricity certificates were initially recognised under “fair value through profit or loss”. the fair value of prepaid green electricity certificates is determined using a valuation model which takes into account current selling prices received from third parties as well as expected future price developments. prepayments for long-term electricity procurement agreements are amortised on the basis of the physical delivery of electricity and held solely for this purpose. All other financial securities in non-current assets are classified as “available for sale” and recognised at fair value. this does not affect listed shares or equity securities for which there is no active market and hence for which the fair value cannot be reliably determined. the fair value corresponds to the acquisition value less impairments.

12 Inventories 31.12.2008 31.12.2009 CHF thousands Green electricity certificates 13,626 11,609 Emissions certificates 1,468 6,070 Material inventories 10,200 16,614

Total 25,294 34,293

Inventories consist of material inventories and certificates and are measured at the lower of acquisition/production cost and net realisable value. Material inventories increased year-on-year by tCHF 6,414 and emission certificates by tCHF 4,602, while green electricity certificates decreased by tCHF 2,017. An impairment of tCHF 1,950 (previous year: tCHF 0.–) was recognised in 2009. this adjustment was made to the net realisable value.

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Notes to the consolidated financial statements

13 Receivables 31.12.2008 31.12.2009 CHF thousands Trade accounts receivable Third parties 443,654 522,980 Related parties 14,738 35,320 Allowances for doubtful accounts -12,360 -14,845 Other receivables 103,085 68,703

Total 549,117 612,158 Receivables are carried in the following currencies: Swiss francs 31,736 48,066 Euros (translated) 517,381 564,092

All receivables fall into the category “loans and receivables” and are measured at amortised cost. the total sum of receivables at 31 December 2009 (and 31 December 2008) falls due within one year. Due to their short-term nature, the carrying amounts are assumed to be the fair values. trade accounts receivable include the following overdue and non-impaired amounts:

Less than 30 days overdue 29,331 11,71331-60 days overdue 13,101 8,60061-90 days overdue 5,477 6,98391-180 days overdue 17,025 13,650181-360 days overdue 9,734 16,365More than 360 days overdue 12,342 34,012 the total amount of receivables which are neither impaired nor overdue is tCHF 450,553 (previous year: tCHF 352,158). there are no indications that would necessitate an allowance for these receivables.

Allowances for doubtful accounts amounted to:

2008 2009At 1 January 10,431 12,360Additions 10,041 8,433Disposals -7,647 -6,037Translation differences -465 89

At 31 December 12,360 14,845 Of which

Individual allowances 12,228 14,723Collective allowances 132 122

In the case of single significant positions where receipt of payment is uncertain, individual allowances are determined based on internal and external credit rating information. In addition, collective allowances are calculated based on historical accounts receivable losses and current information. neither collateral nor any other enhancements are available for doubtful receivables.

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14 Securities and other financial instruments 31.12.2008 31.12.2009 CHF thousands Marketable equities 3,200 2,034 Other securities 247 205

Total 3,447 2,239 Of which pledged as collateral for debts - -

All securities and other financial instruments fall into the category “held for trading” and are measured at fair value. In the year under review, the measurement of the interest rate swaps resulted in a negative replacement value.

15 Positive/negative replacement values for held-for-trading positions 31.12.2008 31.12.2009 CHF thousands Positive replacement values 243,660 180,114 Negative replacement values 213,073 160,821 Contract volume for contingent assets 2,550,723 1,897,383 Contract volume for contingent liabilities 2,394,342 1,931,650

the figures for the replacement values and contract volumes correspond to all financial instruments from energy trading transactions open on the balance sheet date. the replacement value corresponds to the fair value of the open financial instruments. positive replacement val-ues represent receivables and therefore an asset. negative replacement values represent obligations and therefore a liability. the contract volume corresponds to the basic value of the underlying financial instrument. the contract volume for contingent assets corresponds to the future energy procured measured at contract terms. the contract volume for contingent liabilities corresponds to the future energy supplied measured at contract terms.

replacement values of held-for-trading positions relate to forward contracts measured at fair value. Forward contracts cover forwards and fu-tures with flexible profiles. the replacement value is obtained from the difference in price compared to the closing price. price fluctuations for forward contracts are recognised by adjusting the replacement values since there is no daily financial settlement of fluctuations in value.

Held-for-trading positions are used to hedge credit and market risks. If the counterparty fails to fulfil its obligations arising from the contract, the counterparty risk for the company corresponds to the positive replacement value. An obligation by the company towards the counterparty exists in the event of a negative replacement value. In this case the counterparty bears the repayment risk. these risks related to held-for-trading positions are limited by imposing high requirements on contract partners’ creditworthiness.

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Notes to the consolidated financial statements

16 Cash and cash equivalents 31.12.2008 31.12.2009 CHF thousands Sight funds 143,158 297,249 Cash invested for less than 90 days 28,233 37,133

Total 171,391 334,382 Of which pledged as collateral for debts 10,000 -

All cash and cash equivalents fall into the category “loans and receivables” and are measured at amortised cost.

the average interest rate for credit in CHF was 0.2 % (previous year: 1.6 %) and 0.6 % for credit in eur (previous year: 3.5 %).

Cash and cash equivalents are held in the following currencies: Swiss francs 88,704 196,121 Euros (translated) 81,118 133,551 Other currencies (translated) 1,569 4,710

All positions are freely disposable or are due within 90 days. the carrying amounts correspond approximately to the fair values.

17 Share capital 31.12.2008 31.12.2009 CHF thousands Share capital 2,783,115 at a par value of CHF 1 2,783 2,783 Participation cert. 625,000 at a par value of CHF 1 625 625

Share and participation capital 3,408 3,408 Existing shareholders and their direct share of voting rights Canton of Grisons 46.00 % 46.00 % Alpiq Holding AG, Olten 24.60 % 24.60 % Elektrizitäts-Gesellschaft Laufenburg AG, Laufenburg (EGL) 21.40 % 21.40 % Other (free float) 8.00 % 8.00 %

participation certificates carry no voting right at the Annual General Meeting but are subject to the same provisions as shares. the number of share and participation certificates remained unchanged.

treasury shares and participation certificates

In the year under review no bearer shares (previous year: 1) and no participation certificates (previous year: 1,812) were sold at market rates and no bearer shares (previous year: 150) and no participation certificates (previous year: 5,769) were acquired. At 31 December 2009 the number of treasury shares amounted to 12,156 bearer shares (previous year: 12,156) with a total par value of tCHF 12 and 3,957 participation certificates (previous year: 3,957) with a par value of tCHF 4.

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18 Non-current financial liabilities 31.12.2008 31.12.2009 CHF thousands Currency Due date Interest Note CHF 02.07.2011 4.500 % 15,000 15,000 Note CHF 10.04.2017 3.625 % 15,000 15,000 Note CHF 30.03.2018 3.660 % 25,000 25,000 Note CHF 20.03.2023 3.625 % 10,000 10,000 Bank loan CHF 12.12.2020 3.100 % 10,000 10,000 Bank loan CHF 04.07.2016 3.360 % 50,000 50,000 Bank loan CHF 28.05.2010 3.375 % 25,000 - Bank loan (SET)1) EUR 30.06.2014 variable 133,164 104,041 Bank loan (SET)1) EUR 31.07.2015 5.020 % 81,378 81,746

Loans 364,542 310,787 Debenture bond par value CHF 18.11.2016 2.500 % - 200,000 Net expenditures - -2,538

Bonds 2.720 % 197,462 Mortgage loan2) CHF 31.03.2013 variable 1,445 1,445

Mortgage 1,445 1,445 Investment loan2) CHF 31.12.2015 no interest 1,062 910 Investment loan2) CHF 31.12.2020 no interest 2,550 2,338 Investment loan2) CHF 31.12.2015 no interest 327 280 Loan (minority interests) CHF 31.12.2011 no interest 160 160 Loan (minority interests) EUR 31.12.2014 variable 7,125 7,157 Loan (minority interests) EUR 31.12.2011 variable 5,625 7,424 Other financial liabilities 16,849 18,269

Total 382,836 527,963 Financial liabilities are carried in the following currencies Swiss francs 155,544 327,594 Euros (translated) 227,292 200,369

All non-current financial liabilities fall into the category “other financial liabilities” and are recognised at amortised cost using the effective interest method.

the weighted average interest rate based on the nominal value on the balance sheet was 3.3 % (previous year: 4.7 %). the fair value of non-current financial liabilities amounted to tCHF 615,776 (previous year: tCHF 406,980).

rätia energie has complied with all credit and loan agreements in full.

1)Interest rate swaps are agreed and hedge accounting applied to hedge the variable-interest SET bank loan.

2)Mortgage assignments were pledged as security for the investment loan of TCHF 2,550 and the aurax Group’s mortgage. The fixed assets pledged in this connection are disclosed in Note 9.

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Notes to the consolidated financial statements

19 Pension fund obligation CHF thousands

2008 2009

Development of plan liabilities and assets Present value of plan liabilities on 1 January 164,255 166,871 Service costs 5,828 6,351 Interest expense 5,352 5,406 Plan reduction / plan payment - -1,182 Benefits paid -6,613 -8,034 Gains / losses -1,825 -2,304 Currency gains/losses -126 -2

Present value of plan liabilities at 31 December 166,871 167,106 Fair value of plan assets on 1 January 167,905 147,083 Expected return on plan assets 8,396 6,583 Employer contributions 4,670 3,689 Employee contributions 2,289 2,100 Plan reduction / plan payment - -792 Benefits paid -6,613 -8,034 Gains / losses -29,564 -6,700

Fair value of plan assets at 31 December 147,083 143,929 Recognised pension liabilities Fair value of plan assets 147,083 143,929 Present value of pension obligation -165,727 -165,549 Shortfall/surplus -18,644 -21,620

Present value of pension obligation

excluding plan assets -1,144 -1,557 Unrecognised actuarial gains/losses 9,814 13,981

Recognised pension liabilities -9,974 -9,196 Pension expense recognised under personnel expenses Service costs 5,828 6,351 Interest expenses 5,352 5,406 Expected return on plan assets -8,396 -6,583

Recognised actuarial gains/losses

(outside the corridor) -215 17 Plan reduction / plan payment gain (loss) - -176 Employee contributions -2,289 -2,100

Pension costs for the period 280 2,915

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Change in defined

benefit pension obligation 2008 2009 At 1 January -14,470 -9,974 Translation differences from foreign plans 106 4 Net pension costs for the period -280 -2,915 Employer contributions paid 4,670 3,689

Recognised plan liabilities on 31 December -9,974 -9,196 Effective return on plan assets -13.40 % -0.10 % Effective income from plan assets -21,168 -117 Calculation principles: Discount rate 3.25 % 3.25 % Expected return on separated assets 4.50 % 4.50 % Expected rate of increase in future compensation levels 2.50 % 2.50 % Expected rate of increase in future pension contribution 0.25 % 0.25 % Breakdown of assets, other information Liquid assets 0.20 % 5.30 % Time deposits 38.10 % 29.00 % Shareholdings 42.40 % 40.60 % Real estate 16.60 % 16.60 % Other 2.70 % 8.50 %

Total 100.00 % 100.00 %

Demographic factors

the most important demographic assumptions concern the mortality rate. Mortality rates are applied which take into account the historic trend and expected changes such as an increasing life expectancy. the mortality tables used for the largest Group staff pension fund, which covers all employees in Switzerland, are based on the technical principles of the Federal Insurance Fund 2000.

Disclosures of current and prior periods:

31.12.2005 31.12.2006 31.12.2007 31.12.2008 31.12.2009Present value of pension obligation 156,417 163,455 164,255 166,871 167,106Fair value of plan assets 142,952 150,050 167,905 147,083 143,929Plan surplus/deficit -13,465 -13,405 3,650 -19,788 -23,177Experience adjustments

of pension obligation 8,851 7,300 2,569 1,902 -2,304of plan assets 11,729 7,157 10,569 -29,564 -6,700

Adjustment to pension fund obligation based on changed assumptions -7,376 -3,727 -

employer contributions for 2010 are estimated at tCHF 3,193 (previous year: tCHF 4,787).

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Notes to the consolidated financial statements

2008 2009 Contract risks

Reversion provisions

Pension provisions

Other provisions

At 1 January 100,888 93,420 2,650 75,639 9,974 5,157 Provisions recognised 3,767 4,619 2,915 1,704 Provisions used -5,108 -26,782 -23,025 -3,693 -64 Provisions reversed -9,397 -7,225 -2,650 -4,575 Interest 620 360 360 - Interest rate adjustment 2,650 - - -

At 31 December 93,420 64,392 - 52,974 9,196 2,222 Expected maturity up to 1 year 2,650 614 614

Current provisions 2,650 614 - - - 614 Expected maturity within 2–5 years 64,146 40,027 38,419 1,608 Expected maturity more than 5 years 26,624 23,751 14,555 9,196 -

Non-current provisions 90,770 63,778 - 52,974 9,196 1,608

Contract risks

provisions for contract risks cover obligations and risks identified on the balance sheet date and relating to the energy business.

In the year under review, the documentation on deliveries of environmentally friendly electricity (green certificates) from Switzerland required by the Italian government was accepted. Consequently, the provisions recognised in 2005 for contract risks in the previous years were reversed in the amount tCHF 2,650 (previous year: tCHF 1,550) in the year under review.

Reversion provisions

the reversion waiver compensation in respect of the power plants in upper poschiavo was paid after the new concessions came into effect. In 2011 the second part of the reversion waiver compensation for the prättigau power plants will be due in the amount of MCHF 37 as a one-off payment. the amount is reserved. other provisions exist for the extensive deliveries of free energy to the municipality of poschiavo.

pension provisions

note 19 provides information on the measurement of the provision for pension fund obligations.

other provisions

other provisions cover various minor risks which are individually regarded as insignificant.

20 Provisions CHF thousands

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21 Other non-current liabilities 31.12.2008 31.12.2009 CHF thousands Prepayment received for transport rights Third parties 21,752 21,264 Related parties 35,339 34,547 Other non-current liabilities - 727

Total 57,091 56,538

the Bernina line was partly financed by revenue from transport rights. these transport rights were granted in return for rights of use for the Bernina line. this liability is amortised through the provision of energy transport services. energy transport services will be provided on a pro rata basis throughout the line’s useful life and the liabilities will be reduced accordingly.

22 Other current liabilities 31.12.2008 31.12.2009 CHF thousands Trade accounts payable Third parties 348,311 422,847 Related parties 15,414 31,957 Other liabilities 28,412 25,412

Total 392,137 480,216

Other current liabilities are carried in the following currencies Swiss francs 9,230 31,720 Euros (translated) 382,907 448,496

All positions fall into the category “other liabilities” and are recognised at amortised cost. they are due within one year. the carrying amounts are assumed to be fair values.

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Notes to the consolidated financial statements

23 Current financial liabilities 31.12.2008 31.12.2009 CHF thousands Current financial liabilities Third parties 67,136 56,336 Related parties 3,916 6,221 Negative replacement values-interest rate swaps 3,926 5,275

Total 74,978 67,832

All current financial liabilities owed to third parties and related parties fall into the category “other financial liabilities” and are recognised at amortised cost Due to their short-term nature, the carrying amounts are assumed to be the fair values. the negative replacement values of interest rate swaps are held for hedge accounting purposes and are recognised at fair value. the value adjustment of tCHF - 1349 (of which tCHF - 526 apply to minority interests) was recognised in the consolidated statement of comprehensive income (fair value adjustment of financial instruments) after taking into account deferred income taxes of tCH 496 (of which tCH 193 apply to minority interests). the matu-rity dates of the interest rate swaps are the same as the maturity dates for loan interest and will generate cash flows, expenses and income from 2009 to 2014.

24 Prepaid expenses, accruals and deferred income 31.12.2008 31.12.2009 CHF thousands Prepaid expenses and accrued income Change in accrued income (accrual) 6,700 7,490 Prepayment of energy and transport rights (prepayment) 1,889 70 Other prepayments 2,442 5,265

Total 11,031 12,825

All accrued positions fall into the category “loans and receivables”, are measured at amortised cost and are due within one year. the carrying amounts are assumed to be fair values.

Deferred income and accrued expenses 31.12.2008 31.12.2009 Accrued interest 3,341 3,625Accrued annual leave and overtime 6,279 6,757Accrued other personnel expenses 3,814 2,650Accrued capital, other taxes,

charges and levies 7,775 6,550Other accrued expenses 3,694 379

Total 24,903 19,961

All positions are accruals and fall into the category “other financial liabilities”. they are measured at amortised cost and are due within one year. the carrying amounts are assumed to be fair values.

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Energy sales Energy procurement Receivables

at 31 DecemberCurrent liabilities

at 31 December Other non-current

liabilities at 31 December

2008 2009 2008 2009 2008 2009 2008 2009 2008 2009Canton of Grisons*) 84 280 - - 18 60 - - - 21,703Alpiq Holding AG 24,110 174,105 66,169 162,842 2,102 14,833 4,361 15,161 22,037 -Elektrizitäts-Gesellschaft Laufenburg AG (EGL) 75,738 225,221 94,117 197,613 12,534 19,366 9,936 14,909 13,302 13,004

Main shareholders 99,932 399,606 160,286 360,455 14,654 34,259 14,297 30,069 35,339 34,707 Kraftwerke Hinterrhein AG 958 704 5,576 4,426 84 392 1,117 661 - -Grischelectra AG - - 35,631 42,199 - - 3,916 6,221 - -AKEB Aktiengesellschaft für Kernenergie-

Beteiligungen - - 15,249 17,021 - - - - - -Rhiienergie AG, Tamins - - - 1 - - - - - -EL.IT.E S.p.A. - - - 707 - 669 - - - -Associates and partner plants 958 704 56,456 64,354 84 1,061 5,033 6,882 - -

transactions with principal shareholders and associates are recorded at market prices. energy transactions with partner plants are recorded at annual costs.

*) In its role as shareholder, the canton of Grisons constitutes a related party. However, acts of jurisdiction (levying of taxes, licence fees, charges, etc.) are carried out on a legal basis and are therefore not recognised under transactions with related parties. Significant energy transactions with the canton of Grisons are conducted via Grischelectra AG, which is listed above as a related party.

Members of the Board of Directors and Executive BoardIn 2009 the Board of Directors received compensation amounting to tCHF 716 (previous year: tCHF 710). tCHF 50 was paid to a member of the Board of Directors for additional services rendered (previous year: tCHF 123). Compensation paid to the executive Board, including all social and supplementary benefits, amounted to tCHF 2,659 (previous year: tCHF 2,865). this compensation affects only short-term employee benefits. no loans, securities, advances or credits exist for members of the Board of Directors or the executive Board. no severance payments were made In 2007 financial year, a profit-sharing model was introduced for members of the executive Board which will lead to bonus pay-ments in 2010. At 31 December 2009 this profit-sharing model gave rise to obligations amounting to tCHF 239 (previous year: tCHF 136) which have been accrued in the financial statements for the relevant period. the compensation disclosure requirements of the Swiss Code of obligations have been taken into consideration in the notes to the rätia energie AG financial statements.

25 Transactions with related parties CHF thousands

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Notes to the consolidated financial statements

Carryingamount

Fair value Carrying amount

Fair value

Balance sheet position Detailed positionMeasurement category*)

Valua-tion**) 2008 2008 2009 2009

Assets Other financial assets Prepaid green elect. certs. FVTPL FVPL 11,152 11,152 10,402 10,402

Other non-current securities

AFS AcC 8,000 8,000 7,276 7,276

Receivables Trade accounts receivable L&R AC 446,032 446,032 543,455 543,455

Other receivables L&R AC 103,085 103,085 68,703 68,703 Securities and other financial instruments Shares, bonds, other secs. HFT FVPL 3,447 3,447 2,239 2,239

Financial instruments HFT FVPL - - - -

Positive replacement values held-for-trading positions

Financial instruments HFT FVPL 243,660 243,660 180,114 180,114

Cash and cash equivalents Sight funds and cash invested

L&R AC 171,391 171,391 334,382 334,382

Prepaid expenses and accrued income Accrued income L&R AC 6,700 6,700 7,490 7,490 Liabilities

Non-current financial liabilities Bank and mort. loans, other non-current financial liabilities

OL AC 382,836 406,980 527,963 615,776

Current financial liabilitiesCurrent financial liabilities OL AC 71,052 71,052 62,557 62,557

Financial instruments HFT FVPL 3,926 3,926 5,275 5,275

Negative replacement values held-for-trad-ing positions

Financial instruments HFT FVPL 213,073 213,073 160,821 160,821

Other current liabilities Trade accounts receivable OL AC 363,725 363,725 454,804 454,804

Other liabilities OL AC 28,412 28,412 25,412 25,412 Deferred income and accrued expenses Accrued expenses OL AC 24,903 24,903 19,961 19,961

*) Measurement categories under IAS 39: FVtpl: Fair value through profit or loss (designated) AFS: Available for sale l&r: loans and receivables HFt: Held for trading ol: other financial liabilities

**) Valuations under IAS 39: FVpl: Fair value through profit or loss AcC: Acquisition costs AC: Amortised cost

26 Additional disclosures on financial instruments CHF thousands

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Hierarchy of financial instruments measured at the fair value

Assets 2009 Level 1 Level 2 Level 3 Fair value through profit or loss Prepaid green electricity certificates 10,402 - 10,402 -Securities and other financial instruments 2,239 2,034 205 -Positive replacement values held-for-trading positions 180,114 - 180,114 -

At 31 December 192,755 2,034 190,721 - Liabilities Fair value through profit or loss Negative replacement values held-for-trading positions 160,821 - 160,821 - In equity with no effect on profit and loss Interest swaps 5,275 - 5,275 -At 31 December 166,096 - 166,096 -

the measurements at fair value in the assets statement are classified using a three-level hierarchy. this hierarchy reflects the significance of the determining factors used in the measurement. the following levels exist:1. Quoted prices (unchanged) in all markets for identical asset and liability items (level 1).2. Input factors with the exception of quoted prices contained in level 1 that are directly or indirectly observable (level 2) for the asset or liability items. 3. Input factors for asset items not based on observable market data (level 3).

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Notes to the consolidated financial statements

27 Business combinations (IFRS 3)

2009 financial year No business combinations occurred in the 2009 financial year. Previous year 2008 Acquisition of TGK Skavica S.r.l.

on 2 July 2008 the Group company reI produzione S.p.A. acquired a 62 % stake in tGK Skavica S.r.l., a project company headquartered in Milan. the aim of the company is to obtain a concession for the construction and future operation of a hydroelectric power plant in Albania.

the fair value of identifiable net assets and liabilities on the date of acquisition was as follows:

TCHF Fair value Carrying amountIntangible assets - 180Assets under construction 4,314 -Other receivables 32 32Identifiable assets 4,346 212 Current financial liabilities 135 135Deferred tax liabilities 1,364 -Other liabilities 8 8Identifiable liabilities 1,507 143 Net assets acquired 2,839 69Of which acquisition of 62 % 1,760

Acquisition costs 1,760

Acquisition costs amounted to TCH 1 760 and are broken down as follows: Acquisition costs Cash consideration 1,606Costs related to the acquisition 154

Acquisition costs 1,760 Cash flow related to the acquisition Cash consideration -1,606Costs related to the acquisition -154

Net cash outflow related to the acquisition -1,760

Between the date of acquisition and 31 December 2008 the company charge on Group profit was tCHF 40. Had the transaction taken place at the beginning of the year (1 January 2008), Group revenue would not have been affected but Group profit would have been tCHF 30 lower.

the purchase agreement stipulates additional purchase price obligations contingent on future project implementation. the amount of these additional purchase price obligations is contingent on the timely achievement of various milestones and may amount to a maximum of eur 6.5 million. the probability of occurrence of these events cannot be reliably determined at present.

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28 Segment reporting - Group-wide information

Information by product the main revenue driver is electricity. Since electricity is a homogenous commodity, there is no differentiation by product group.

Information by countrythe information on income from third parties by country is broken down by the location of the billing entity. non-current assets are assigned to the location of the accounting entity and contain no financial instruments or deferred tax assets (there are no assets related to pension obligations and rights arising from insurance policies).

Customers with a share of revenue above 10 %of the MCHF 1,904 in net revenue (previous year MCHF 1,927), revenue from the Group’s largest customer over the financial year accounts for MCHF 225 (previous year MCHF 206).

Net revenue from third parties

TCHF 2008 2009Switzerland 598,067 626,229Italy 1,187,824 1,177,665Other countries 140,658 100,143

Total 1,926,549 1,904,037

Non-current assets

TCHF 2008 2009Switzerland 739,642 778,194Italy 405,788 387,759Other countries 897 11,950

Total 1,146,327 1,177,903

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90AnnuAl report 2009

Consolidated FinanCial statementsRätia EnERgiE gRoup

Notes to the consolidated financial statements

29 Contingent liabilities and guarantee obligationsIn 2009 the Group company Dynameeting S.p.A. received definitive invoices amounting to eur 8.2 million from terna, a company owned by the Italian government. these invoices concern the 2008 financial year. Dynameeting has not yet received any revised invoices for 2009. receipt of such revised invoices for 2009 is possible and the amount cannot be reliably estimated. Consequently no provisions have been made nor accruals allocated in this regard.

In several countries there is a regulatory authority for the electricity sector. this authority is responsible for reviewing the legitimacy of prices. regulators can initiate retroactive pricing adjustments after the end of the financial year. these are then offset the subsequent year against earnings. If the regulators do not recognise the cost declarations, the result can be liabilities. We currently assume that none of these types of liabilities exists that are not already included in the financial statements.

the rätia energie Group is involved in various legal disputes arising from day-to-day business operations. However, as things stand at present these are not expected to give rise to any significant risks and costs. the executive Board has made the requisite provisions based on currently available information and estimates.

there are no other contingent liabilities, guarantee obligations or other obligations stemming from process risks.

30 Obligations related to operating leases

In the year under review, It hardware was obtained under an operating lease as part of the move to outsource some standardised It services. the relevant contracts have a term of three years with the option to extend for a further three years. A purchase option applies only in the event of premature unscheduled contract termination. Future minimum lease payments for the residual contract term amount to CHF 2.4 million, of which CHF 1.2 million falls due within one year.

31 Risk assessment

risk management is a fundamental component of the rätia energie Group’s business activities. the Group operates an established risk management process. the main risks relevant to the company are regularly identified and assessed, and their probability of occurrence and impact is measured. the Board Committee and executive Board evaluate and monitor the identified risks, and regularly brief the Board of Directors. the Board of Directors or Board Committee defines measures to avoid, mitigate, transfer or control these risks. the measures are then permanently monitored.

Further details on risk management and financial risk management are provided on pages 58 to 62 of the consolidated financial statements.

32 Events occurring after the balance sheet date

no significant events occurred after 31 December 2009.

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92AnnuAl report 2009

RePoRt oF tHe auDitoRS

PricewaterhouseCoopers AG Gartenstrasse 3 Postfach 7001 Chur Switzerland Phone +41 58 792 66 00 Fax +41 58 792 66 10 www.pwc.ch

Report of the statutory auditor to the general meeting of Rätia Energie AG Poschiavo Report of the statutory auditor on the consolidated financial statements As statutory auditor, we have audited the consolidated financial statements of Rätia Energie AG, which comprise the balance sheet, income statement, statement of comprehensive income, cash flow statement, statement of changes in equity and notes (pages 45 to 90), for the year ended 31 December 2009. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) and the requirements of Swiss law. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards as well as the International Standards on Auditing. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

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Opinion In our opinion, the consolidated financial statements for the year ended 31 December 2009 give a true and fair view of the financial position, the results of operations and the cash flows in accordance with the International Financial Reporting Standards (IFRS) and comply with Swiss law. Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO and article 11 AOA) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of consolidated financial statements according to the instructions of the Board of Directors. We recommend that the consolidated financial statements submitted to you be approved. PricewaterhouseCoopers AG Bruno Räss Roger Roth Audit expert Audit expert Auditor in charge Chur, 16 March 2010

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94AnnuAl report 2009

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2009 Financial StatementSRätia EnERgiE ag

2008 2009CHF thousands

Net sales 2,339,091 2,909,784Other operating income 32,879 34,296

Total operating revenue 2,371,970 2,944,080

Energy procurement -2,141,261 -2,743,453Material and third-party services -8,250 -7,847Personnel expenses -38,784 -40,706Concession fees -7,340 -6,055Depreciation and amortisation -12,207 -10,375Other operating expenses -22,692 -30,526

Operating expenses -2,230,534 -2,838,962 Operating income before interest and taxes 141,436 105,118 Financial income 15,054 11,559Financial expenses -35,894 -9,457Non-operating income 134 75Non-operating expenses - -Income before taxes 120,730 107,295 Gains on the sale of assets 713 5,426Amortisation of financial assets - -Extraordinary income 2,015 37Extraordinary expenses -77 -9,284Profit before taxes 123,381 103,474 Taxes -26,659 -18,363

Net income for the year 96,722 85,111

Income statement

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96AnnuAl report 2009

2009 Financial StatementSRätia EnERgiE ag

Assets CHF thousands

not

e

31.12.2008 31.12.2009

Property, plant and equipment 86,040 127,828 Intangible assets 1 20,443 19,757 Financial assets 2 390,986 420,944Non-current assets 497,469 568,529 Inventories 740 722 Trade accounts receivable 3 264,877 203,803 Other receivables 3 124,270 205,725 Prepaid expenses and accrued income 4 25,422 66,035 Capital assets in current assets 3,954 3,954 Cash and cash equivalents 118,318 280,781Current assets 537,581 761,020

Total assets 1,035,050 1,329,549

Balance sheet

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Liabilities and shareholders’ equity CHF thousands

not

e

31.12.2008 31.12.2009

Share capital 2,783 2,783 Participation capital 625 625 Reserves for treasury shares 3,494 3,494 Other legal reserves 52,276 52,276 Other reserves 313,467 383,468 Unappropriated retained earnings 116,146 107,400Equity 5 488,791 550,046 Provisions 6 120,920 95,316 Non-current liabilities 7 165,000 350,000 Trade accounts payable 170,465 170,525 Other current liabilities 18,148 56,549 Deferred income and accrued expenses 71,726 107,113 Current liabilities 8 260,339 334,187 Liabilities 546,259 779,503

Total liabilities and shareholders’ equity 1,035,050 1,329,549

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98AnnuAl report 2009

2009 Financial StatementSRätia EnERgiE ag

Notes to the 2009 Financial Statements

Note

1 Intangible assets 31.12.2008 31.12.2009 CHF thousands Reversion waiver compensation 30,825 30,825 Value adjustment -12,330 -13,871 Software 1,948 2,803

Total 20,443 19,757

2 Financial assets 31.12.2008 31.12.2009 CHF thousands Shareholdings 248,566 276,068 Long-term prepayments 66,520 62,710 Loans to Group companies 50,488 56,790 Other financial assets 25,412 25,376

Total 390,986 420,944

3 Receivables 31.12.2008 31.12.2009 CHF thousands Of which: Related parties (shareholders) 13,911 25,789 Group companies 211,075 217,985 Other receivables 164,161 165,754

Total 389,147 409,528

4 Prepaid expenses and accrued income 31.12.2008 31.12.2009 CHF thousands Of which: Group companies 13,969 56,099 Other 11,453 9,936

Total 25,422 66,035

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5 Equity 31.12.2008 31.12.2009 CHF thousands

Share capital

2,783,115 bearer shares at a par value of CHF 1 per share 2,783 2,783

Participation capital

625,000 participation certificates at a par value of CHF 1 per certificate 625 625 Share capital 3,408 3,408 Reserves for treasury shares 3,494 3,494 Reserves from merger and contributions in kind 40,276 40,276 Other legal reserves 12,000 12,000 Other reserves 313,467 383,468 Reserves 369,237 439,238 Retained earnings carried forward 19,424 22,289 Net income for the year 96,722 85,111 Unappropriated retained earnings 116,146 107,400

Equity 488,791 550,046

Share capital

Significant shareholders as defined by the Swiss Code of Obligations (OR) 663c (share of capital and voting rights):Canton of Grisons 46.0 %Alpiq Holding AG, olten 24.6 %elektrizitäts-Gesellschaft laufenburg AG, laufenburg (eGl) 21.4 %

Treasury sharesIn the year under review no bearer shares (previous year: 1) and no participation certificates (previous year: 1,812) were sold at market rates and no bearer shares (previous year: 150) and no participation certificates (previous year: 5,769) were acquired. At 31 December 2009 the number of treasury shares amounted to 12,156 bearer shares (previous year: 12,156) with a total par value of tCHF 12 and 3,957 participation certificates (previous year: 3,957) with a total par value of tCHF 4.

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2009 Financial StatementSRätia EnERgiE ag

6 Provisions 31.12.2008 31.12.2009 CHF thousands For reversion 25,375 25,375 For reversion waiver compensation 30,825 7,800 For contract risks 62,950 60,300 Other risks 1,770 1,841

Total 120,920 95,316

The reversion waiver compensation in respect of the power plants in upper Poschiavo were paid after the new concessions came into ef-fect.

7 Non-current liabilities 31.12.2008 31.12.2009 CHF thousands Debenture bond 2.500 % 2009–2016 - 200,000 Note 4.350 % 2001–2009 15,000 - Note 4.500 % 2001–2011 15,000 15,000 Note 3.625 % 2008–2023 10,000 10,000 Note 3.660 % 2008–2018 25,000 25,000 Note 3.625 % 2008–2017 15,000 15,000 Bank loan 3.360 % 2006–2016 50,000 50,000 Bank loan 3.375 % 2008–2010 25,000 25,000 Bank loan 3.100 % 2005–2020 10,000 10,000

Total 165,000 350,000

8 Current liabilities 31.12.2008 31.12.2009 CHF thousands Of which: Related parties (shareholders) 14,069 22,665 Group companies 50,454 51,249 Deferred income and accrued expenses 71,726 107,113 Other obligations 124,090 153,160

Current liabilities 260,339 334,187

liabilities to pension funds: tCHF 229 (previous year: tCHF 223)

liabilities towards the canton of Grisons which are not explicitly attributable to its status as a shareholder of rätia energie are not disclosed separately.

Notes to the financial statements

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Other information

Non-current assets

the fire insurance value for property is CHF 53 million (previous year: CHF 53 million.).

An additional property insurance covers all the relevant risks of the rätia energie Group’s Swiss companies. the insurance covers the value of property, plant and equipment excluding real estate and land to the value of CHF 1,050 million (previous year: CHF 976 million).

Investments

the list on pages 64 and 65 of the consolidated financial statements summarises the main interests held directly or indirectly by rätia energie AG.

Provision policy

risks related to delivery and sales contracts are regularly assessed in line with market developments and the necessary provisions recog-nised or adjusted with the effect on income.

Sureties, guarantee obligations and pledges in favour of third parties

Joint liability for VAt Group taxation with rätia energie Klosters AG, Klosters, rätia energie Immobilien AG, poschiavo, aurax ag, Waltensburg, aurax connecta ag, Ilanz, aurax consulta ag, Ilanz, aurax electro ag, Ilanz, rätia energie Ilanz AG, Ilanz, SWIBI AG, landquart, Vulcanus projekt AG, poschiavo, elbe Beteiligungs AG, poschiavo, re transportnetz AG, poschiavo and ovra electrica Ferrera SA, trun.

letters of intent and financing agreements amounting to CHF 235 million (eur 349 million) were concluded (previous year: CHF 296 million, eur 438 million).

no other sureties, guarantee obligations, pledge agreements or leasing obligations exist.

Information on risk assessment process and related measures (RMS)

rätia energie AG is fully integrated in the risk assessment and management process at Group level. the main risks relevant for rätia energie AG are directly incorporated in the risk management process at Group level, where they are comprehensively managed, controlled and monitored Group-wide. explanations on risk assessment at Group level are provided in the notes to the consolidated financial statements on page 90.

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102AnnuAl report 2009

2009 Financial StatementSRätia EnERgiE ag

Notes to the financial statements

Other information

Disclosures in accordance with Art. 663bbis of the Swiss Code of Obligations:

Board of Directors Tot.- compensation

2008

Tot. compensation

2009

Com- pensation1)

Compensation for additional

services2)

CHF Luzi Bärtsch, Chairman 151,800 149,311 149,311 - Dr Reto Mengiardi, Vice Chairman 226,738 164,919 114,896 50,023 Jörg Aeberhard3) 48,500 48,800 48,800 - Kurt Baumgartner3) 72,000 76,000 76,000 - Christoffel Brändli 31,000 38,020 38,020 - Dr Guy Bühler3) from 23.05.08 41,100 76,000 76,000 - Emanuel Höhener until 23.05.08 36,000 - - - Rudolf Hübscher 35,000 39,239 39,239 - Guido Lardi 35,000 38,020 38,020 - Dr Aluis Maissen until 23.05.08 14,450 - - - Rolf W. Mathis3) 41,300 43,600 43,600 - Jean-Claude Scheurer3) until 23.05.08 14,450 - - - Dr Martin Schmid3) from 23.05.08 24,550 44,600 44,600 - Dr Hans Schulz3) from 23.05.08 28,350 33,000 33,000 - Antonio Taormina3) 33,000 37,000 37,000 -

Total 833,238 788,509 738,486 50,023

1) The compensation amount includes a Board of Directors fee and meeting expenses.2) Compensation for legal assessment and advice provided in the 2009 financial year.

These services were compensated at standard market rates.3) In line with the instructions of the members of the Board of Directors concerned,

the total compensation or Board of Directors fee is transferred to the member’s employer.

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Disclosures in accordance with Art. 663b.bis of the Swiss Code of Obligations:

Executive Board total comp.

2008

total comp.

2009

gross salaries

(fixed)

gross salaries

(variable)

Retirement provision and other

services CHF Karl Heiz, CEO until 30.06.2008 496,957 - - - - Kurt Bobst, CEO from 01.07.2008 438,840 818,665 406,000 185,600 227,065 Other Executive Board members 1,929,471 1,883,818 958,570 403,600 521,648

Total 2,865,268 2,702,483 1,364,570 589,200 748,713

In 2007 financial year, a profit-sharing model was introduced for members of the executive Board which will lead to bonus payments in 2010. the model is explained in the section on corporate governance. Based on the accumulated results up to 31 December 2009, there are obligations of tCHF 239 (previous year: tCHF 136) arising from this profit-sharing model, which were accrued in the financial statements in the respective period.

No other compensation or loans exist in accordance with Art. 663bbis of the Code of Obligations.

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104AnnuAl report 2009

2009 Financial StatementSRätia EnERgiE ag

Notes to the financial statements

Disclosures in accordance with Art. 663c of the Swiss Code of Obligations at 31 December of the financial year:

Board of Directors Shares 2008

Shares 2009

PC 2008

PC 2009

Luzi Bärtsch, Chairman 5 5 - - Dr Reto Mengiardi, Vice Chairman 5 5 - - Jörg Aeberhard 25 25 - - Christoffel Brändli 14 14 - - Rudolf Hübscher 5 5 - - Guido Lardi 53 53 - - Rolf W. Mathis 5 5 - -

Executive Board Shares 2008

Shares 2009

PC 2008

PC 2009

Felix Vontobel 50 50 - 50 Martin Gredig 5 5 - - Giovanni Jochum 25 25 145 190

There are no other factors requiring disclosure under the terms of Arts. 663b and 633c of the Code of Obligations.

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The Board of Directors proposes the following appropriation of retained earnings to the Annual General Meeting:

Profit for 2009 CHF 85,110,660Retained earnings carried forward CHF 22,289,627

Unappropriated retained earnings CHF 107,400,287 Dividend on share capital of CHF 2.8 million CHF -22,264,920Dividend on participation capital of CHF 0.6 million CHF -5,000,000Allocation to other reserves CHF -50,000,000

Balance carried forward CHF 30,135,367

Subject to the approval of the Annual General Meeting, the dividend of CHF 8.00 per share less 35 % withholding tax will be payable from 13 May 2010 on presentation of Coupon no. 7 for a bearer share with a par value of CHF 1, or Coupon no. 7 for a participation certificate with a par value of CHF 1.

poschiavo, 11 March 2010

For the Board of Directors:

Dr eduard rikliChairman of the Board of Directors

appropriation oFREtainEd EaRnings

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106AnnuAl report 2009

PricewaterhouseCoopers AG Gartenstrasse 3 Postfach 501 7001 Chur Switzerland Phone +41 58 792 66 00 Fax +41 58 792 66 10 www.pwc.ch

Report of the statutory auditor to the general meeting of Rätia Energie AG Poschiavo Report of the statutory auditor on the financial statements As statutory auditor, we have audited the financial statements of Rätia Energie AG, which comprise the balance sheet, income statement and notes (pages 95 to 105), for the year ended 31 December 2009. Board of Directors’ Responsibility The Board of Directors is responsible for the preparation of the financial statements in accordance with the requirements of Swiss law and the company’s articles of incorporation. This responsibility includes designing, implementing and maintaining an internal control system relevant to the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The Board of Directors is further responsible for selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Swiss law and Swiss Auditing Standards. Those standards require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control system. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements for the year ended 31 December 2009 comply with Swiss law and the company’s articles of incorporation.

report oF tHe aUditORs

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Report on other legal requirements We confirm that we meet the legal requirements on licensing according to the Auditor Oversight Act (AOA) and independence (article 728 CO) and that there are no circumstances incompatible with our independence. In accordance with article 728a paragraph 1 item 3 CO and Swiss Auditing Standard 890, we confirm that an internal control system exists which has been designed for the preparation of financial statements according to the instructions of the Board of Directors. We further confirm that the proposed appropriation of available earnings complies with Swiss law and the company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. PricewaterhouseCoopers AG Bruno Räss Hans Martin Meuli Audit expert Audit expert Auditor in charge Chur, 16 March 2010

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108108AnnuAl report 2009

addREssEs

The gas-fired combined-cycle power plant in Teverola is the biggest asset in our generation park: an impressive technology ensuring the elecricity supply.

Italy

Switzerland

Head office

Via Giulio Uberti 3720129 MilanoT +39 02 764 5661F +39 02 764 56630

RepowerVia da Clalt 3077742 PoschiavoT +41 81 839 7111F +41 81 839 7299

[email protected]

Josefstrasse 2258005 ZürichT +41 81 839 7000F +41 81 839 7099

Talstrasse 107250 KlostersT +41 81 423 7777F +41 81 423 7799

Glennerstrasse 227130 IlanzT +41 81 926 2626F +41 81 926 2630

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10 May 2010 Annual General Meeting in Pontresina

23 August 2010 First Half Year Results

4 May 2011 Annual General Meeting

Publishing details

Published by: Repower PoschiavoDesign: Repower Poschiavo freicom ag St.GallenEditorial team: Repower PoschiavoPhotos: Oli Keinath Berlin Nik Hunger ZurichPrinting: Südostschweiz Print AG ChurPaper: Lessebo smooth white FSC Publishing system: Multimedia Solutions AG Zurich

The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive.

April 2010

KEY DATES

All the energy you need.

Freistuhl 344137 DortmundT: +49 (0)231 206 4060F: +49 (0)231 206 40696

Ke Štvanici 3/65618600 Praha 8 - TěšnovT +420 225 09 5200F +420 225 09 5238

Str. Pictor Ion Negulici, nr. 13C011941 BucurestiT +40 213 11 6266F +40 213 11 6265

Fra Andela Zvizdovica 19th Floor, Tower A71000 Sarajevo

Central/Eastern Europe

Germany

Annual report

▪ At a glance

▪ Rätia Energie becomes Repower

▪ Forward-looking energy

▪ Solid result in a difficult environment

▪ Market Division

▪ Assets Division

▪ Finance and Services Division

▪ Significant shareholdings

▪ Corporate governance

Financial Report

Addresses

Key dates

04

04

06

08

10

14

18

20

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108

110

04AnnuAl REpoRt 2009

- Rätia Energie posts solid year-end result in a difficult environment

- Group energy sales up by 15 % to 14.432 gigawatt hours

- total operating revenue on prior-year level: CHF 1.96 billion

- Income before interest and income taxes: CHF 137 million (- 26 %)

- Group profit: CHF 111 million (+ 18 %) - Energy prices still under pressure due to economic and financial crisis - Significant progress with power plant projects: hydro, thermal and wind power

- taschinas power plant under construction: connection to grid in 2011

- Successful first-time placement of CHF 200 million bond

SHARE INFORMATION

Share capital 2 783 115 bearer shares at CHF 1.00 CHF 2.8 million 625 000 participation certificates (pC) at CHF 1.00 CHF 0.6 million

CHFShare price 2008 2009 Bearer shares High 691 520 low 352 360 participation certificates (pC) High 519 390 low 278 208

Dividend 2005 2006 2007 2008 2009 *) Bearer shares 4.50 4.50 5.50 7.00 8.00 participation certificates (pC) 4.50 4.50 5.50 7.00 8.00

*) 2009 dividend subject to decision by the Annual General Meeting. there are no restrictions on transferability or voting rights.

conTEnT AT A GLAncE

climaneutral115-53466-0310-1041www.climatepartner.com

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10 May 2010 Annual General Meeting in Pontresina

23 August 2010 First Half Year Results

4 May 2011 Annual General Meeting

Publishing details

Published by: Repower PoschiavoDesign: Repower Poschiavo freicom ag St.GallenEditorial team: Repower PoschiavoPhotos: Oli Keinath Berlin Nik Hunger ZurichPrinting: Südostschweiz Print AG ChurPaper: Lessebo smooth white FSC Publishing system: Multimedia Solutions AG Zurich

The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive.

April 2010

KEY DATES

All the energy you need.

Freistuhl 344137 DortmundT: +49 (0)231 206 4060F: +49 (0)231 206 40696

Ke Štvanici 3/65618600 Praha 8 - TěšnovT +420 225 09 5200F +420 225 09 5238

Str. Pictor Ion Negulici, nr. 13C011941 BucurestiT +40 213 11 6266F +40 213 11 6265

Fra Andela Zvizdovica 19th Floor, Tower A71000 Sarajevo

Central/Eastern Europe

Germany

Annual report

▪ At a glance

▪ Rätia Energie becomes Repower

▪ Forward-looking energy

▪ Solid result in a difficult environment

▪ Market Division

▪ Assets Division

▪ Finance and Services Division

▪ Significant shareholdings

▪ Corporate governance

Financial Report

Addresses

Key dates

04

04

06

08

10

14

18

20

22

24

40

108

110

04AnnuAl REpoRt 2009

- Rätia Energie posts solid year-end result in a difficult environment

- Group energy sales up by 15 % to 14.432 gigawatt hours

- total operating revenue on prior-year level: CHF 1.96 billion

- Income before interest and income taxes: CHF 137 million (- 26 %)

- Group profit: CHF 111 million (+ 18 %) - Energy prices still under pressure due to economic and financial crisis - Significant progress with power plant projects: hydro, thermal and wind power

- taschinas power plant under construction: connection to grid in 2011

- Successful first-time placement of CHF 200 million bond

SHARE INFORMATION

Share capital 2 783 115 bearer shares at CHF 1.00 CHF 2.8 million 625 000 participation certificates (pC) at CHF 1.00 CHF 0.6 million

CHFShare price 2008 2009 Bearer shares High 691 520 low 352 360 participation certificates (pC) High 519 390 low 278 208

Dividend 2005 2006 2007 2008 2009 *) Bearer shares 4.50 4.50 5.50 7.00 8.00 participation certificates (pC) 4.50 4.50 5.50 7.00 8.00

*) 2009 dividend subject to decision by the Annual General Meeting. there are no restrictions on transferability or voting rights.

conTEnT AT A GLAncE

climaneutral115-53466-0310-1041www.climatepartner.com

Page 111: ANNUAL REPORT 2009 - repower.com · The 2009 Annual Report is available in German, Italian and English. In the event of differing interpretations, the German text is definitive. April

ANNUAL REPORT 2009