FINANCIAL REPORT 2013 - Microsoft · 2016-12-16 · 4 NANCAL REPORT - ORES scrl 2013 1. MANAGEMENT BODIES 1. Management Bodies BOARD OF DIRECTORS The company, in accordance with its

ORES scrl

FINANCIALREPORT

2013

Name and FormORES. Cooperative Company with Limited Liability.

Registered Office2, Avenue Jean Monnet, 1348 Louvain-la-Neuve.

IncorporationIncorporated on 18 April 2008.Act of incorporation published in the appendix of the Belgian Gazette of 30 April 2008 under number 065395.

Articles of Association and Amendments The Articles of Association were amended on 06 February 2009 and were published in the appendix of the Belgian Gazette on 18 March 2009 under number 40660 as well as on 13 September 2012 and published in the appendix of the Belgian Gazette on 09 October 2012 under number 166849.

2 FINANCIAL REPORT - ORES scrl 2013

ORES scrl

FINANCIALREPORT

2013

3

Table of Contents

1. MANAGEMENT BODIES .......................................................................................... 04

2. DIRECTORS’ REPORT ..................................................................................................... 06

3. 2013 ANNUAL ACCOUNTS ................................................................................ 13

Balance sheet ................................................................................................................. 13

Income Statement ................................................................................................... 15

Notes ........................................................................................................................................... 17

Social Balance Sheet ........................................................................................... 33

Valuation Rules ............................................................................................................. 36

4. AUDIT REPORT ......................................................................................................................... 39


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1. Management Bodies

BOARD OF DIRECTORSThe company, in accordance with its Articles of Association, is managed by a Board of Directors except for matters reserved for the Annual General Meeting by the law, a Decree or the Articles of Association. The Board of Directors met on eleven occasions in 2013: on 22 January, 19 February, 19 March, 16 April, 21 May, 18 June, 10 September, 22 October, 19 November, 10 December and 12 December.

The directors are:

Claude DESAMA, Chair 1

Christophe DISTER, Vice-Chair 1

Sophie DUTORDOIR, Vice-ChairAnne VEREECKE, Vice-Chair 1

Denis BARTH1

Willy BORSUS1

Daniel BURNOTTE1

Fabian COLLARD1

Marc DEBOIS1

Renaud DEGUELDRE1

Olivier DE RIEMAECKERDidier DONFUT1

Paul FICHEROULLE1

Fernand GRIFNÉE, Chief Executive Officer 2 Jean-Pierre HANSENPhilippe KNAEPEN1

Raymond MARÉCHAL1

Guy PETIT1

Luc RIGAUX1

Marc SIEUX1

Philippe VANBEVER

Secretary: Francis GENNAUX3

1 independent Director of ORES within the meaning of Article 3 of the Electricity and Gas Decrees of 17 July 2008.2 Fernand GRIFNÉE attends all the meetings of the company’s Management and Audit bodies.

3 Francis GENNAUX acts as Secretary of all the company’s Management and Audit bodies.

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EXECUTIVE AND STRATEGIC COMMITTEEThis Committee is charged to prepare, on presentation of files by the Chair of the Management Committee and on his proposal, the decisions of the Board of Directors on any matter relating to the strategic and confidential tasks set forth in the Gas and Electricity Decrees of 12 April 2001 and 19 December 2002.

The Committee met on ten occasions in 2013: on 22 January, 19 February, 19 March, 16 April, 21 May, 18 June, 10 September, 22 October, 19 November, and 10 December

The members of the Executive and Strategic Committee are independent directors.

Claude DESAMA, ChairDenis BARTHDaniel BURNOTTEMarc DEBOISRenaud DEGUELDREChristophe DISTERDidier DONFUTRaymond MARÉCHALAnne VEREECKE

APPOINTMENT AND REMUNERATION COMMITTEEThis Committee met on five occasions in 2013: on 22 January, 06 February, 13 March, 10 September and 03 December. Its role is to assist the Board of Directors in all matters relating to the appointment and the remuneration of the directors and the members of the Committees.The Committee reported the results of its work to the Board Meetings of 22 January, 19 February, 19 March and 10 September 2013.

It is composed of:

Philippe KNAEPEN, ChairFabian COLLARDMarc DEBOISSophie DUTORDOIRGuy PETIT

AUDIT COMMITTEEThis Committee met on three occasions in 2013: on 26 March, 10 September and 03 December. Its role is to assist the Board of Directors by providing it with opinions not only on the company accounts, but also on the company’s internal dispatching, the internal audit programme, the conclusions and the recommendations made by that internal audit in its reports.

It is composed of:

Philippe VANBEVER, ChairDenis BARTHRenaud DEGUELDRERaymond MARECHALLuc RIGAUX

ETHICS COMMITTEEThis Committee met on 19 March 2013.The Committee is charged with controlling the compliance, by the staff and by the directors, with the rules relating to the confidentiality of personal and commercial information.

It is composed of:

Marc SIEUX, ChairWilly BORSUSDaniel BURNOTTEPaul FICHEROULE Didier DONFUT

MANAGEMENT COMMITTEEThe operational running of the company, including its daily management and its representation to third parties, is entrusted to the Management Committee.

The Management Committee members are:

Fernand GRIFNÉE, Chair and CEOIsabelle CALLENS, Public Affairs and Communication DepartmentChristine DECLERCQ, Administration, Legal and Insurance DepartmentDominique HORLAIT, Infrastructure Department Benoît HOUSSARD, Technical Department Inne MERTENS, Market & Customer Management Department Dominique OFFERGELD, Finance & Controlling DepartmentChantal PONT, Human Resources Department Eric VAN den RUL, IT Department

Secretary: Francis GENNAUX

In 2013, the fixed and variable remuneration of the directors in the context of their functions on the Board of Directors and in the various committees amounted to €310,910.40.

BALANCE SHEETELEMENTS

FinancialRisks

OperationalRisks

INCOMESTATEMENT


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Dear Sirs, Dear Madams,

In keeping with the law and with the Articles of Association, we have the honour of reporting to you on the activities of our company during its sixth financial year, and of submitting the balance sheet, the income statement and the accountancy notes as at 31 December 2013 to you for your approval.

1. ELEMENTS OF THE BALANCE SHEET AS AT 31 DECEMBER 2013

a) Assets

The incorporation expenses of an amount of €4,199,474 consisted of the expenses of issuing the debenture of €350,000,000 on 02 October 2012. For recall, these are depreciated over the period of the debenture.

The intangible fixed assets of an amount of €3,851,288 consisted of research and development projects in the context of the “development of smart grids and smart meters” (as an example). These projects include not only the share of the remuneration of our IT resources devoted to those projects but also the necessary consultancy costs of those developments.

The financial fixed assets of an amount of €383,450,491 consisted mainly of:

• A share portfolio of 964,839 equity shares of the S.C.R.L. Index’is with a value of €910,589.

• A share portfolio of 62 equity shares of the S.C.R.L. Atrias with a value of €3,100, company incorporated in May 2011 in order to accommodate the clearing house

• A share portfolio of 4,077 equity shares of the S.C.R.L. N-Allo with a value of €407,700

• Advances to the DSOs for an amount of €379,900,000 relating to the private investments negotiated by ORES in the context of the commercial paper programme and the debenture issued by ORES in October 2012

• An advance from the associates to Index’is of €1,470,000• An advance from the associates to Atrias of €205,085• Rental guarantees (€455,090 for buildings rented on the

Loyers site and €36,199 for a building rented in Louvain-la-Neuve)

• A guarantee for the renovation the Nationale 4 trunk road: €62,427

• Various guarantees for €300

2. Directors’ Report

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The stocks and the orders in progress amounted to €20,444,038 and are located over the entire territory of Wallonia, the essence being concentrated in the central warehouse located in Aye (Marche-en-Famenne). The implementation of a new purchasing policy compared to the previous financial year has enabled ORES to improve our stock rotation process, leading thereby to a reduction of its value at the end of the financial year.The trade receivables, €16,203,717, correspond to the Customers balance and doubtful receivables (few in number and completely provisioned). They consist mainly of receivables due from TECTEO (€1,474,667 and from ORES Assets (€12,813,585). The other receivables (€21,572,700) consist essentially of the current account advances granted to ORES Assets for an amount of €17,368,097. The remainder is represented mainly by the Walloon Region’s Energy premium that is to be recovered from the DSOs (€16,050), by staff-related receivables (€228,443) and by recoverable taxes and deductions at source for €3,957,202.

The (financial) investments, for a total amount of €201,174,028, have been made in accordance with the Board of Directors’ decisions seeking to establish a prudent policy in this context. The investments in ING, BNP Paribas, Belfius and KBC open-ended mutual funds represent an amount of €61,355,689, the long-term investments on Belfius, CBC and ING accounts represent €138,313,774. The balance is represented by the hedge option on the ING mutual fund (€1,504,565).

The cash at bank and in hand (€9,742,234) include the liquidities held on call accounts and in the company’s funds.

The equalization accounts on the Assets side for €3,693,259 mainly represent the provision for interest to be received on bank advances and investments (€915,207), prepaid rents (€252,857), the invoices recorded during FY 2013 but which also relate to a part of FY 2014 (€1,812,383), as well as issue premiums on private investments (€396,300).

b) Liabilities

The capital at the end of FY 2013 was identical to the capital at 31 December 2012 and amounted to €457,560. It is held by the Walloon mixed Distribution System Operator, ORES Assets, and by the pure financing intermunicipal companies – IDEFIN, IPFH, FINEST, SOFILUX, FINIMO, SEDIFIN and IEG – as well as TECTEO. It is shared between them according to the following percentages:

The capital subsidy account was alimented by an amount of €5,492, representing the subsidy received from the Walloon Region in the context of a project relating to electricity distribution system operation open to renewable. This subsidy is related to a package granted by the Walloon Government in relation to the GREDOR Project.

The long-term financial debts (€539,750,000) consist of private investments for an amount of €189,750,000 as well as the debenture for an amount of €350,000,000.

The trade debts of €61,486,212 correspond to the Suppliers balance, to the invoices and credit notes to be received and do not comprise any particular debts that subject to dispute.

The fiscal, salarial and social security debts of an amount of €38,997,899 include: • Among the fiscal debts (€1,670,653) : The VAT to be paid

on the operations of December 2013 (€862,071) and the balance of the payroll tax to be paid (tax return of December 2013) for €808,582

• Among the salarial and social security debts (€37,327,246): the provisions for bonuses to be paid (gratifications) and remunerations (leave not taken, overtime, attendance fees), for the ONSS for €9,669,761, as well as provision for holiday pay to be paid in 2014 for €17,779,310 and various annual contributions (INAMI, ONSS)

The other debts (€9,776,046) essentially represent the balance of the current account towards TECTEO (€6,250,849), towards the staff (via the company’s funds for €2,198,338) and some receipts awaiting equalization (€134,673).

The equalization accounts on the Liabilities side (€13,812,286) include in particular the provision serving to cover the annuities to be paid to the employees who had worked for the mixed cable TV intermunicipal companies (€3,785,465), and an amount of €8,047,464 of financial charges essentially relating to our private investments and to the debenture.

ORES Assets Sector

Numberof Shares Percentage

Namur 326 13.26%

Hainaut Electricity 641 26.06%

Hainaut Gas 588 23.90%

East 69 2.80%

Luxembourg 191 7.76%

Verviers 119 4.84%

Walloon Brabant 381 15.49%

Mouscron 137 5.57%

Number of Shares Percentage

ORES Assets 2,452 99,68%IDEFIN 1 0,04%

IPFH 1 0,04%

FINEST 1 0,04%

SOFILUX 1 0,04%

FINIMO 1 0,04%

SEDIFIN 1 0,04%

IEG 1 0,04%

TECTEO 1 0,04%


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2. ELEMENTS OF THE INCOME STATEMENT AS AT 31 DECEMBER 2013

The turnover amounted to €542,241,178. It represents the expenses charged to ORES Assets (€535,724,582) and the work carried out on behalf of third parties (€6,516,596). The balance of the sales and services is represented by the other operating income (€9,136,509), containing mainly recoveries of overheads and personnel costs, as well as recoveries over all of the re-invoicing relating to the agreements entered into by the company, and some income relating to the activation of the personnel costs on the research and development projects (€2,918,759).

For recall, the ORES result as at 31 December 2013 was zero, due to the fact that the grid operation activity is carried out at cost by ORES for the Walloon mixed distribution system operator.

The purchasing of goods amounted to €67,525,088.

The lion’s share of the miscellaneous goods and services, for €240,500,485, is represented by investment and operations work and by third-party remuneration (N-Allo, legal and Index’is fees or remuneration paid to Electrabel in the context of the IT services performed by the GDF One-IT teams). The balance consists of expenses relating to use charges, cartage, rents and rental charges, and postal, entertainment and training expenses.

Remunerations, social service charges and pensions amounted to €242,056,068.

The “depreciation” item (€362,556) represents the depreciation of the research and development investments.

The other operating charges (€242,110) mainly consisted of the definitive financial reconciliation of the volumes (rest-term) covering the years 2009, 2010 and 2011, as well as the advance payment of the 2012 and 2013 property tax relating to the rented buildings (€164,452).

The financial charges of €21,745,277 essentially included the interest on the debenture (€14,000,000) subscribed in October 2012 for an amount of €350,000,000, the interest on long-term commercial papers (€6,913,240) - known as private investments - subscribed in 2012 for an amount of €189,750,000, depreciation of the debenture and share issue premiums, private investments for €619,065, as well as bank charges. The taxes of an amount of €3,886,615 represent the tax provision on the FY 2013 result (-€1,488,967), and the tax relating to the interest accrued on investments and current accounts (€5,375,582).

The financial income of €21,745,331 consisted essentially of investment interest (€3,018,721), advances to the associates (€12,129), current accounts (€18,645,672), as well as the gain achieved on the sale of the mutual fund investments (€67,373).

1° Details of important events occurring after the close of the financial year « None »

2° Indications on circumstances that might have a marked influence on the company’s development« None »

3° Indications relating to research and development activities « None »

4° Indications relating to the existence of the company’s branches« None »

5° The balance sheet reveals no deferred loss or the income statement does not reveal a financial year loss for two successive financial years.

6° All information that must be inserted into it under the terms of the Companies Code« None »

7° The company’s use of financial instruments.ORES scrl centralises the liquidities on behalf of the distribution system operators, and has current accounts for this purpose towards the latter, which in the event of a need for funds, are consequently not exposed to price, credit, liquidity or cashflow risks.

8° Risks and Uncertainties Report

Description of the measures taken with regard to the risks and uncertainties with which ORES is confronted.

Since 2009, ORES has been responsible for the operation of the electricity and natural gas distribution systems of the Walloon mixed distribution system operators (hereinafter DSOs) which have expedited a merger operation leading to the constitution of the sDSO (single DSO) - ORES Assets - on 31 December 2013.

ORES scrl and ORES Assets constitute a coherent economic group, ORES, for which a consolidated risk and uncertainty analysis is carried out on an annual basis.

Faced with new energy challenges, ORES will have to reinforce and diversify its activities while concentrating on its core business and positioning itself strategically in order to meet the market’s current expectations: offering new energy products and services, management of charging points for electric vehicles, optical fibre grids, and so on. In other words, to reinforce its DSO legitimacy, its market facilitator role, and to become the reference.

Moreover, FY 2013 has been an opportunity for reflecting on the new corporate values of ORES and on a new company culture. The main thrusts of this new culture, which are the promotion of proactivity, the assumption of responsibilities and the updating of skills in line with the possible new roles of the DSOs, aim at adapting the organisation and the staff to these new issues.

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a) Statutory, Regulatory and Institutional Risks

The transposition of the European energy market directives into Belgian laws and decrees determines the legal framework that applies to energy distribution. The directives adopted on 13 July 2009 at the European level (“Third Energy Package”) were transposed into Belgian law by the Act of 08 January 2012. A draft amendment of the Decree of 12 April 2001 relating to the organisation of the electricity regional market was voted for by the Walloon Parliament in order to ensure this transposition into Walloon law in April 2014.

Transposition into federal law has a regulatory impact on the energy market’s organisation and operation: the Royal Tariffing Decrees of 02 September 2008 have been repealed and the regulator is from now on solely competent to decide the tariff methodology that can be applied to energy distribution. In the context of the Sixth Reform of the State - the Act of which was voted for on 06 January 2014 - tariffing competence in public gas and electricity distribution will be transferred, as from 01 July 2014, from the Federal State to the federated Entities. In the Walloon Region, it will therefore be the CWaPE, the Walloon Energy Commission, which, once appointed, will see itself entrusted with the role of regulator in relation to that competence and will have to lay down the tariffing methodology. In May 2013, the CWaPE anticipated this work by preparing the first transitory tariff methodology plans for electricity and gas, which it has submitted to the DSOs and to the market players.

While waiting for this transfer, the prolongation of the 2012 tariffs for 2013 and 2014 continues to apply. ORES is consequently working with closed tariff packages. The transfer of competence will enable a partial reduction of the risks and uncertainties arising from the fact that the DSOs’ activities are subject to regulation at various levels of power (European, Federal and Regional).

With regard to the allocation of the 2008 and 2009 regulatory balances, as well as the size and the allocation of the 2010 to 2013 regulatory balances, no decision has yet been made. The CWaPE has however already begun to check the annual reports.

Some litigation in progress could affect the tariffs applied for the current regulatory period, whether they relate to the DSOs’ tariffs or to those of the electricity transmision system operator (TSO) (which are built into the netwok activity tariffs). In 2009, the Walloon Government adopted its 2009-2014 Declaration of Regional Policy entitled “Energy Shared for a Sustainable, Human and Interdependent Society”. A section is devoted to energy, with the objective of “consuming less and developing renewable energies in a transparent and universally accessible market”. The implementation of certain aspects of this declaration and the transposition of the Third Energy Package directives into Walloon Law will bring amendments to the regional legislation that applies to the energy market. The financing of these various political energy measures decided by the current Government is based on the direct intervention of the DSOs.

By way of examples: • A new progressive, interdependent and family-oriented tariff

mechanism has been decided by the Walloon Government. This mechanism has significant impacts for the DSOs, creating a new public service obligation in their regard.

• The abandonment of the green certificates mechanism in support of small-size renewable energies in favour of a subsidy paid by the DSOs (Qualiwatt).

2014 will also see important institutional changes with, on the one hand, regional elections implying possible energy policy changes and, on the other, a possible replacement of the current directors of CWaPE whose mandates have expired.

The Council of State has exempted the DSOs from the majority of the constraints of the Royal Decree of 02 June 2008 concerning the minimal safety regulations of certain antiquated electrical installations in workplaces. However, a Royal Decree of 04 December 2012 has imposed tougher constraints on them than the ones that were previously envisaged, with the same important financial consequences within the coming years. An action for annulment was brought before the Council of State on 19 February 2013 against this Royal Decree by Synergrid, the federation of electricity and natural gas grid operators, and by some DSOs.

A bi-regional agreement was reached in November 2013, eventually subjecting the new intermunicipal company - ORES Assets - to the Walloon legislation applying to these companies. It should be emphasized that although ORES Assets is bi-regional, most of its Articles of Association - a very large majority of them - include the provisions of the Local Democracy and Decentralisation Code. Nevertheless, this new legislative deal will generate some necessary adjustments in respect of the recently incorporated company.

As mentioned earlier, the eight Walloon mixed DSOs have expedited a merger process in 2013 which resulted, on 31 December 2013, in the incorporation of ORES Assets. The installation of the structures, the bodies and the new processes require ORES’s fullest attention. For the same reason, ORES has expedited the necessary formalities relating to the incorporation of ORES Assets as far as VAT, ONSS, Customs and Excise and Inasti are concerned, but also the cancellation of the various similar registrations of the newly merged Walloon mixed DSOs.

b) Operational Risks

Operating RisksThe coming into effect of the Decree relating to the information, the coordination and the organisation of building sites under, on or above roadway or waterway grids, voted for by the Walloon Parliament on 30 April 2009, was envisaged for 01 January 2011 . An amending Decree was approved on 28 November 2013, envisaging, except for the installation of the Commission, the coming into effect of this Decree by 31 December 2014 at the latest. This Commission, which should be constituted by mid 2014, will be indeed be competent for collaboration on the drafting of texts, and for proposing general directives and so on, which will be necessary for the approval of the Implementing Decrees expected by the end of 2014. Taking into account the potential consequences of this Decree on the planning and the coordination of the work carried out by ORES (and other underground ducts operators), and on the mapping, it was essential for the action to be co-ordinated.


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This action led to the formulation of the “Walloon Charter of ducts Operators for the Safety and Coordination of Building Sites in the Public Domain”, which was signed at the beginning of March 2011.

The Walloon Government Decree of 30 March 2006 relating to public service obligations provides that, in consultation with the CWaPE and the suppliers, the distribution system operators are responsible for the design, the implementation and the operation of a common budget meter (BM) recharging system that would be valid over the territory as a whole. This system must allow, at least during working hours, the recharging of BMs in each commune with effect from 01 January 2007. It has been set up and is managed by ORES on the territory of the Walloon mixed DSOs: since 2007, in addition to the ORES Customers Offices and certain CPAS establishments, customers have also been able to recharge their BMs in public phone booths. However, Belgacom having informed ORES that the current system could no longer be supported after 2013, ORES - in conjunction with all of the Walloon and Flemish DSOs - has successfully initiated a project to provide for its replacement. In Wallonia, this project has led, in addition to the recharging in ORES Customers Offices and in certain CPAS establishments, to recharging in certain shops (thanks to bank card payment terminals in many recharging points, a list of which is available on www.ores.net, with at least one such point per commune).

Technological RisksThe rapid development of distributed electricity generation partially meets the ambitious objectives imposed by the European Council of March 2007 and their transposition into Walloon regional policy. This rise in renewable energy is creating uncertainties about the specifics to which the distribution grids of tomorrow will have to respond. The production sources emerge according to the will of the weather and induce energy flows that are superimposed on flows resulting from “historical” sources. The grids are solicited differently, which can generate a form of instability. In order to get acquainted with these new operating conditions, ORES has undertaken the development of IT simulation tools enabling it to reproduce the management of the medium voltage system in various production and consumption configurations. Furthermore, a tool of this kind enables to assess the capacity of accommodation of distributed generation sources that is available in the system in those various configurations to be evaluated. If there is one certainty in the technological challenges with which the DSOs are confronted, it is indeed that of the intelligence to be integrated into the grids, in view of the explosion of the amount of information to be conveyed, with the future prospect of technical redefinition of the grids. Smart meters, smart grids, and the active participation of the new customer – sometimes consuming, sometimes producing – are current topics that ORES is continuing to analyse by testing various concepts through pilot projects and experiments. In addition to the GREDOR Project in which the academic, industrial and administrative worlds and the DSOs are involved, ORES has taken an active part in the development of flexible connection contracts, as well as analyzed the impact of the coordinated action of Flexibility Service Providers wanting to respond to the tertiary reserve market launched by ELIA.

The pilot experiments of installing smart meters in Marche-en-Famenne and Nivelles have made it possible to specify the real performances of the various communication channels between smart meters and data concentrator units. These practical tasks prolong a more academic reflection conducted in the context of the Academic Chair created within the University of Mons.

In order to confront the new risk of the communication system being “hacked”, data protection studies are ongoing.

Risks relating to data quality Control of the data is an important issue for in particular satisfying the regulatory obligations, for ensuring high-performance internal control, meeting our stakeholders expectations and making strategic decisions concerning future challenges.

This is why a “Data Quality” programme was initiated by ORES in 2013 and will continue in 2014 with the objective of ensuring the provision of quality data of and perpetuating good practises on the matter, so that data quality receives continuous and total attention, integrated into the company’s culture.

Blackout Risks More and more media are raising the spectre of electrical blackout at the European level in future years. ORES is conscious of this growing risk and has set up a project that is being run by the manager of an operation region. He is seeking to put in place anything that is necessary in every field potentially impacted by a blackout (the company’s radio network, fuel reserves, contacts with employees, communication with the regional crisis centre and the authorities, and so on and so forth). Studies of the internal telecommunication network have enabled the necessary budgets to be identified for making reliable communication nodes, and the first replacements have been carried out. Other phases are envisaged and the total finalisation of the project remains on track for the end of 2014.

Shortage RisksBeside the risk of blackout which relates to a sudden event, the risk of shortage relates to foreseeable events arising from an imbalance between supply and demand. A shortage is characterised by healthy grids and therefore a shorter re-establishment time than in the case of a blackout.

The increasing share taken by the production of renewable energy is helping to alter the historical balance between production sites that can to lead to important variations of energy flow over the transport and distribution grids. Belgium is becoming structurally dependent on imports from adjoining countries, primarily the Netherlands and France. Admittedly the mildness of the 2013-2014 winter has reduced the concern of the consequences of a strong cold snap, but one of the same type as the winter experienced in 2011-2012 would have two unfortunate consequences. The first would be a significant increase of electricity needs, the second an increase of their own needs for the adjoining countries and therefore a reduction of their export capacity. If these two facts combine with little or no wind, and thus a reduced even absent wind turbine production, it could no longer be possible to meet the demand. These conditions can however be anticipated roughly a week in advance, which enables us to prepare for them.

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Parliament has envisaged in the technical regulations of the transport system (supplemented by a Ministerial Decree of 2005) provisions for preventing a possible shortage from leading to a major incident of the blackout variety. These provisions are progressive and initially call upon the reserves and on the interruptible contracts that ELIA has signed with some of its major customers. If these measures are not enough, the Federal Minister in charge of Energy can decide on public awareness-measures in order to decrease the consumption of citizens and industries, and even to ban the use of electricity for certain purposes. If these measures are still insufficient, the Minister can decide to interrupt the power supply of certain areas. This is what is called offloading. The offloading plans conceived at the end of 2012 in collaboration with ELIA and Synergrid were refined in 2013 by complementary studies seeking to inform the authorities (FPS Economy and Interior) as accurately as possible. The results of this work were presented to the Provincial Governors, thus enabling them to refine the emergency plans within their jurisdiction.

Even though certain structural measures have been taken by the Federal Authority, the DSOs are remaining extremely vigilant with regard to these problems.

Market ModelThe Belgian market model is evolving the TSO, the DSO, the balance responsible party, the producer and the supplier had traditionally well delineated roles. Various developments have led to thoughts on how this traditional market model should evolve. First, decentralised electricity generation stations are changing the role of the consumer, who has become a prosumer, have introduced a role of aggregator into the market who aggregates the various small productions and are changing the relations between the DSO and the TSO which is responsible for managing the balance of the load at the Belgian level without knowing all of the decentralised electricity generation stations at the level of DSO. The need to be able to manage the flexibility of the decentralised production and consumption must also be incorporated into the market model. In addition, the introduction of private systems, closed grids and direct lines requires the role of the DSO to be repositioned.

Environmental RisksThe implementation of the Decree of 5 December 2008 relating to soil management could justify certain expenditure on the cleansing of certain polluted sites. In this context, ORES is taking the appropriate measures as regards preventing soil pollution and providing information about existing pollution. Ad hoc provisions are constituted.

Litigation RisksThe risk of judicial litigation is inherent in the activities of ORES and ORES Assets. If necessary, adequate provisions have been or will be constituted in order to cover this risk.

IT RisksGenerally, the deterioration or loss of databases, a failure of the budget meter recharging process or the computer systems could impair the service to the customers and obstruct the proper business of the company, with negative consequences for the financial situation and the results.

In the light of the increasing IT developments on the internet, ORES is exposed to risks such as the propagation of viruses or hacking. The company is taking appropriate measures to protect itself from them.

The gradual installation of new applications (in accordance with the 2012-2017 strategic IT planning) and the replacement of ageing computer applications are exposing ORES to new IT risks, relating to the temporary unavailability of certain systems in the course of migration. Some organisational adaptations are necessary. They entail a change of certain processes which can lead to possible additional charges on the organisation with, potentially, certain processing delays. Some unexpected difficulties in the replacement of the computer application managing the company’s logistics have increased the priority to be reserved for this replacement

Human Resource RisksAttracting qualified profiles that meet ORES current and future needs and keeping talents in the company are indisputably two challenges of the years ahead. The difficulty of recruiting technical profiles has led ORES to implement an action plan (partnerships, alternation, traineeship students, and so on) seeking to reinforce its visibility and its fame in the jobs market. In addition, maintaining and continuously developing skills constitute for ORES essential components of its HR policy, thus offering its staff members a framework of development and prospects for progress throughout their careers. These opportunities, allied to strong culture and corporate values, should prevent a brain drain towards other companies.

Furthermore, it is essential for a company to conserve the qualification level of its staff, both in the technical acts that it undertakes and is its management of the context, of the work environment. This is why ORES has formulated a programme oriented towards its experienced staff, a programme monitored by colleagues and sanctioned by formal technical accreditation.

Safety and Well-Being RisksThe considerable amount of hiring during recent years requires the adoption and the rigorous follow-up of a new recruit training plan, including through a godfather system enabling young people to discover the reality of the field accompanied by more senior colleagues. For them to familiarise themselves with the various materials used, some standard configurations have been installed in the operation and training centres; the new recruits can visualise and handle the equipment there when it is not switched on. It is in this context that a “training brigade” has been set up in Aye (Marche-en-Famenne). It enables groups of about ten technicians to be trained in technical gestures and safety reflexes, mainly by putting them into real situations.

Whatever their activity in the company, ORES considers that it is crucial that its staff be permanently mindful of the prevention imperatives and respectful of the health and safety regulations in order to limit the risks of accidents and incidents at the workplace. In this context, the company implements an action plan which is reviewed every year.


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Internal Control Mechanism RisksInternal processes affect the company’s results and must be controlled. In addition to the internal control activities that have already been implemented, ORES in 2013 has continued the reinforcement of four axes: definition of operational responsibilities, transversal definition of tasks, activities, skills and responsibilities, mitigation of the identified risks and seizure of opportunities.

c) Financial Risks

No new loan or bond issue was launched in 2013, the company having sufficient cash for covering its needs and those of the DSO.

Credit RisksA commercial paper programme was initiated by ORES at the beginning of 2011, with a guarantee of the DSO for an amount of €250M and for a ten-year period. In addition to commercial papers with a period of less than one year, this programme has enabled the issue, since 2012, of commercial paper with periods of five to eight years.

In 2012, ORES issued a debenture in the context of the introduction of the guarantee funds contributed by the DSO in favour of ORES. The amounts obtained via the debenture and the issue of private investments have enabled the financing needs of ORES and the DSO to be met for the years 2012 and 2013. Two short-term credit lines, not used to date, have been subscribed by ORES for an overall amount of €100M and are available until the end of 2014.

Nevertheless, ORES will have to continue a financing policy in the future of calling upon diversified capital market sources.

Interest Rate RisksA change of interest rate has an impact on the amount of the financial charges. In order to reduce this risk to a minimum, ORES and the DSO are applying a financing policy who seeks to achieve an optimal balance between fixed and variable interest rates. Moreover, certain financial hedging instruments are used to cover uncertain developments. The financing policy takes account of the difference in the lifetime of the loans and the lifetime of the assets. These three points (interest rate, duration of the loans and use of derived hedging products) have been the subject of decisions by the competent bodies of the DSO and of ORES which have enabled a financial policy that was necessary for active debt management to be established.

DerivativesWith a view to controlling the exchange rate risk, ORES and the DSO are using derivatives instruments such as interest rate swaps (short-term rate to long-term rate), as well as interest rate caps. The management of the debt and the market data are attentively monitored. No derived instrument is used for speculation purposes.

Fiscal RiskAs an intermunicipal company, the DSO is liable, on the basis of Article 180 of the Income Tax Code (ITC), for legal entity tax but not, as is the case for ORES scrl, for corporation tax. The legal entity tax regime, applicable to the gas activity, as described in Articles 220 and following of the ITC, is a more favourable regime than the corporation tax regime. Although the DSO consequently benefits from a regime of exception, the trend of the tax regulations or of the jurisprudence with regard to the application of the fiscal rules can have consequences, it however being understood that any fiscal charge is currently integrated in the tariffs.

Asset Base and Liquidity Risks For the invoicing of the charges for using the grids, there is an option of requiring a bank guarantee from counterparts which do not present sufficient solvency criteria for guarding ourselves against the risk of insolvency.

For the works carried out in a system operator context, ORES has continued and has reinforced the specific actions of recovery of overdue debts by awarding, in June 2011, public contracts to debt-collection companies.

ORES has a short-term financing capacity, via the previously mentioned commercial paper programme and credit lines: one can consider that ORES’s liquidity risk is virtually non-existent.

The cashflow of ORES Assets is managed by ORES. This pooling enables the market, asset-base structure and liquidity risks to be limited. Moreover, ORES management bodies have decided to restrict the investments to risk-free products, such as treasury products, long-term accounts, and so on.

The DSO operates in a regulated sector; all the costs associated with the financing policy are covered by the regulatory package.

13

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(€)

ASSETS App. CODES FINANCIAL YEAR

PREVIOUS FINANCIAL YEAR

FIXED ASSETS 20/28 391,501,252.80 280,677,843.38

Incorporation expenses 5.1 20 4,199,473.61 4,741,279.99

Intangible Fixed Assets 5.2 21 3,851,288.44 402,969.14

Tangible Fixed assets 5.3 22/27

Lands and buildings 22

Installations, machines and equipment 23

Furniture, vehicles and equipment 24

Capital lease and similar rights 25

Other intangible fixed assets 26

Assets under construction and advance payments 27

Financial fixed assets 5.4/5.5.1 28 383,450,490.75 275,533,594.25

Affiliated companies 5.14 280/1 379,900,000.00

Participating interests 280

Receivables 281 379,900,000.00

Other companies with which there are participating interests 5.14 282/3 2,996,473.66 273,258,381.66

Participating interests 282 1,321,388.66 1,321,388.66

Receivables 283 1,675,085.00 271,936,993.00

Other financial assets 284/8 554,017.09 2,275,212.59

Shares 284

Other amounts receivable 285/8 554,017.09 2,275,212.59

CURRENT ASSETS 29/58 272,829,975.78 380,205,735.39

Amounts falling due after more than one year 29

Trade debtors 290

Other receivables 291

Stocks and orders in progress 3 20,444,038.25 25,265,120.27

Stocks 30/36 20,444,038.25 25,265,120.27

Procurement 30/31 20,444,038.25 25,265,120.27

Work in progress 32

Finished products 33

Merchandise 34

Buildings intended for sale 35

Advance payments 36

Orders in progress 37

Receivables within one year 40/41 37,776,417.08 65,564,028.95

Trade debtors 40 16,203,717.31 5,394,130.64

Other receivables 41 21,572,699.77 60,169,898.31

Cash deposits 5.5.1/5.6 50/53 201,174,027.85 284,628,610.85

Own shares 50

Other investments 51/53 201,174,027.85 284,628,610.85

Cash at bank and in hand 54/58 9,742,233.57 1,817,488.85

Equalization accounts 5.6 490/1 3,693,259.03 2,930,486.47

TOTAL ASSETS 20/58 664,331,228.58 660,883,578.77

Balance Sheet After Appropriation


(€)

LIABILITIES App. CODES FINANCIAL YEAR


SHAREHOLDERS’ EQUITY 10/15 463,052.12 457,560.00

Capital 5.7 10 457,560.00 457,560.00

Subscribed Capital 100 457,560.00 457,560.00

Capital not fully paid-up 101

Share premiums 11

Revaluation gains 12

Reserves 13

Legal reserve 130

Non-available reserve 131

For own shares 1310

Other 1311

Tax free reserve 132

Available reserves 133

Profit (loss) carried forward (+)/(-) 14

Capital subsidies 15 5,492.12

Advances to the associates on the appropriation of the net assets 19

PROVISIONS AND DEFERRED TAXES 16

Provisions for liabilities and charges 160/5

Pensions and similar obligations 160

Fiscal charges 161

Major repairs and major maintenance 162

Other liabilities and charges 5.8 163/5

Deferred taxes 168

LIABILITIES 17/49 663,868,176.46 660,426,018.77

Amounts payable after more than one year 5.9 17 539,750,000.00 539,750,000.00

Financial debts 170/4 539,750,000.00 539,750,000.00

Subordinated borrowings 170

Non-subordinated debentures 171 350,000,000.00 350,000,000.00

Rental/leasing and similar debts 172

Credit institutions 173 189,750,000.00 189,750,000.00

Other borrowings 174

Trade payables 175

Suppliers 1750

Bills of exchange payable 1751

Instalments on orders received 176

Other amounts payable 178/9

Amounts payable within one year 42/48 110,305,890.72 104,166,742.68

Debts at more than one year falling due in the year 5.9 42

Financial debts 43 45,733.81

Credit institutions 430/8 45,733.81

Other borrowings 439Trade payables 44 61,486,211.63 55,896,246.17

Suppliers 440/4 61,486,211.63 55,896,246.17



Taxes, payroll and social security 5.9 45 38,997,899.41 37,698,902.13

Taxes 450/3 1,670,653.05 2,296,369.12

Payroll and social security 454/9 37,327,246.36 35,402,533.01

Other amounts payable 47/48 9,776,045.87 10,571,594.38

Equalization accounts 5.9 492/3 13,812,285.74 16,509,276.09

TOTAL EQUITY AND LIABILITIES 10/49 664,331,228.58 660,883,578.77

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(€)

App. CODES FINANCIAL YEAR


Sales and services 70/74 554,296,446.09 571,016,306.24

Turnover 5.10 70 542,241,178.53 560,167,873.21

In course of manufacture, finished goods, and orders in pro-gress Increase (decrease) (+)/(-) 71

Immobilised production 72 2,918,759.04 469,537.54

Other operating income 5.10 74 9,136,508.52 10,378,895.49

Cost of sales and services 60/64 550,684,974.31 566,667,287.42

Supplies and goods 60 67,525,087.85 76,088,858.05

Purchasing 600/8 62,704,005.83 77,538,302.79

Stocks : Decrease (increase) (+)/(-) 609 4,821,082.02 -1,449,444.74

Miscellaneous services and goods 61 240,500,484.86 252,686,291.66

Payroll, social security costs and pensions (+)/(-) 5.10 62 242,056,068.26 237,180,034.05

Depreciation and amounts written off on formation expenses, tangible and intangible assets 630 362,556.05 100,742.28

Amounts written off on stocks. on orders in the course of exe-cution and on trade receivables Allocations (write-backs) (+)/(-) 631/4 -1,332.50 125.00

Provisions for liabilities and charges:Allocations (uses and write-backs) (+)/(-) 5.10 635/7

Other operating charges 5.10 640/8 242,109.79 611,236.38

Operating charges transferred to Assets as reorganisation ex-penses (-) 649

Operating profit (loss) (+)/(-) 9901 3,611,471.78 4,349,018.82

Financial income 75 21,745,330.99 9,747,965.94

Income from financial assets 750

Income from current assets 751 21,676,522.63 9,381,933.82

Other financial income 5.11 752/9 68,808.36 366,032.12

Financial charges 5.11 65 21,745,276.79 9,747,965.94

Debt charges 650 21,534,966.96 9,524,534.77

Write-downs on current assets others than stocks, orders in progress and trade receivables Allocations (write-backs) (+)/(-) 651

Other financial charges 652/9 210,309.83 223,431.17

Pre-tax operating profit (loss) (+)/(-) 9902 3,611,525.98 4,349,018.82

Extraordinary income 76

Write-backs of depreciation and write-downs on intangible and tangible fixed assets 760

Write-backs of write-downs on financial fixed assets 761

Write-backs of provisions for extraordinary liabilities and charges 762

Gains on the realisation of fixed assets 763

Other extraordinary income 5.11 764/9

Income Statement


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INCOME STATEMENT (cont.) App. CODES FINANCIAL YEAR


Extraordinary charges 66

Depreciation and amounts written off on formation expenses, tangible and intangible assets 660

Write-downs on financial fixed assets 661

Exceptional provisions for liabilities and chargesAllocations (uses) (+)/(-) 662

Write-downs on financial fixed assets 663

Other extraordinary charges 5.11 664/8

Extraordinary charges transferred to Assetsin respect of reorganisation expenses (-) 669

Pre-tax profit (loss) for the financial year (+)/(-) 9903 3,611,525.98 4,349,018.82

Drawdowns on deferred taxes 780

Transfer to deferred taxes 680

Taxes on profit (+)/(-) 5.12 67/77 3,611,525.98 4,349,018.82

Taxes 670/3 3,886,614.65 4,358,661.78

Adjustment of taxes and write-backs of fiscal provisions 77 275,088.67 9,642.96

Profit (loss) for the year (+)/(-) 9904 0.00 0.00

Drawdowns on immunised reserves 789

Transfer to Immunised reserves 689

Profit (loss) for the year to be assigned (+)/(-) 9905

17

(€)

STATEMENT OF INCORPORATION EXPENSES CODES FINANCIAL YEAR


Net book value at the end of the financial year 20P XXXXXXXXXX 4,741,279.99

Transfers during the financial year:

New expenses incurred 8002

Depreciation 8003 541,806.38

Other (+)/(-) 8004

Net book value at the end of the financial year 20 4,199,473.61

IncludingIncorporation and capital increased expenses, loan issue expenses, redemption premiums and other incorporation expenses 200/2 4,199,473.61

Reorganisation expenses 204

(€)

STATEMENT OF INTANGIBLE FIXED ASSETS CODES FINANCIAL YEAR


RESEARCH AND DEVELOPMENT EXPENSES

Acquisition value at the end of the financial year 8051P XXXXXXXXXX 503,711.42


Acquisitions, including immobilised production 8021 3,810,875.35

Sales and disposals 8031

Transfers from one heading to another (+)/(-) 8041

Acquisition value at the end of the financial year 8051 4,314,586.77

Depreciation and write-downs at the end of the financial year 8121P XXXXXXXXXX 100,742.28


Additions 8071 362,556.05

Written-back 8081

Acquired from third parties 8091

Decrease due to sales and disposals 8101


Depreciation and write-downs at the end of the financial year 8121 463,298.33

NET BOOK VALUE AT THE END OF FINANCIAL YEAR 210 3,851,288.44

Notes


(€)

STATEMENT OF FINANCIAL FIXED ASSETS CODES FINANCIAL YEAR


AFFILIATED COMPANIES - PARTICIPATING INTERESTS, STOCKS AND SHARES

Acquisition value at the end of the financial year 8391P XXXXXXXXXX


Acquisitions 8361

Disposals and withdrawals 8371


Acquisition value at the end of the financial year 8391

Gains at the end of the period 8451P XXXXXXXXXX


Enacted 8411


Cancelled 8431

Transferred from one heading to another (+)/(-) 8441

Gains at the end of the period 8451

Write-downs at the end of the financial year 8521P XXXXXXXXXX


Enacted 8471

Written-back 8481


Cancelled due to disposals and withdrawals 8501


Write-downs at the end of the financial year 8521

Amounts not called at the end of the financial year 8551P XXXXXXXXXX

Transfers during the financial year: (+)/(-) 8541

Amounts not called at the end of the financial year 8551

NET BOOK VALUE AT THE END OF FINANCIAL YEAR 280

AFFILIATED COMPANIES, AMOUNTS RECEIVABLENET BOOK VALUE AT THE END OF FINANCIAL YEAR 281P XXXXXXXXXX


Additions 8581 110,150,000.00

Repayments 8591

Enacted write-downs 8601

Enacted write-backs 8611

Exchange differences (+)/(-) 8621

Other (+)/(-) 8631 269,750,000.00


AGGREGATED WRITE-DOWNS ON RECEIVABLES AT THE END OF THE FINANCIAL YEAR 8651

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(€)

CODES FINANCIAL YEAR


COMPANIES WITH PARTICIPATION LINK-PARTICIPATING INTERESTS, STOCKS AND SHARES

Acquisition value at the end of the financial year 8392P XXXXXXXXXX 1,321,388.66


Acquisitions 8362



Acquisition value at the end of the financial year 8392 1,321,388.66



Enacted 8412


Cancelled 8432





Enacted 8472

Written-back 8482









COMPANIES WITH PARTICIPATION LINK - RECEIVABLES NET BOOK VALUE AT THE END OF FINANCIAL YEAR 283P XXXXXXXXXX 271,936,993.00


Additions 8582 118,092.00

Repayments 8592 630,000.00




Other (+)/(-) 8632 -269,750,000.00




(€)



OTHER COMPANIES - PARTICIPATING INTERESTS, STOCKS AND SHARES

Acquisition value at the end of the financial year 8393P XXXXXXXXXX


Acquisitions 8363



Acquisition value at the end of the financial year 8393



Enacted 8413


Cancelled 8433





Enacted 8473

Written-back 8483








NET BOOK VALUE AT THE END OF FINANCIAL YEAR 284

OTHER COMPANIES - AMOUNTS RECEIVABLE NET BOOK VALUE AT THE END OF FINANCIAL YEAR 285/8P XXXXXXXXXX 2,275,212.59


Additions 8583

Repayments 8593 1,721,195.50




Other (+)/(-) 8633

NET BOOK VALUE AT THE END OF FINANCIAL YEAR 285/8 554,017.09


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INFORMATION RELATING TO THE PARTICIPATING INTERESTS

Participating interests and corporate rights held in other companies

The following are mentioned hereafter: the companies in which the company holds a participating interest (including in Headings 280 and 282 of the Assets) as well as the other companies in which the company holds corporate rights (including in Headings 284 and 51/53 of the Assets) accounting for at least 10% of the subscribed capital.

CASHFLOW INVESTMENTS AND EQUALIZATION ACCOUNTS - ASSETS(€)

CASH INVESTMENTS - OTHER INVESTMENTSCODES FINANCIAL

YEARPREVIOUS

FINANCIAL YEAR

Shares 51 61,355,688.49 33,490,811.00

Net book value inclusive non-fully paid-up amount 8681 61,355,688.49 33,490,811.00

Amount not called 8682

Bonds at fixed interest rate 52

Fixed Interest securities Issued by credit institutions 8684

Deposits with financial companies 53 138,313,774.01 249,554,476.21

With a residual or notice period

Of one month at most 8686 15,314,779.01 71,801,288.74

Of more than one month to a year at most 8687 122,998,995.00 127,753,192.47

Of more than a year 8688 49,999,995.00

Other cash investments not Included above 8689 1,504,565.35 1,583,323.64

NAMEFull address of the HEAD OFFICE and, for companiesincorporated under Belgian law. mention of the COMPANY NUMBER

CORPORATE RIGHTS HELD

DATA EXTRACTED THE LASTANNUAL ACCOUNTS AVAILABLE

DIRECTLY BY SUB-SIDIARIES ANNUAL

ACCOUNTS AT

CURRENCY CODE

SHARE-HOLDERS’

EQUITY

NET RESULT

NUMBER OF % % (+) OR (-) (IN UNITS)

N-ALLOBE 0466.200.311Cooperative Company with Limited Liability.658, Chaussée de Louvain 1030 SchaerbeekBELGIUM

Ordinary 4,077 14 31-12-2012 EUR 4,082,992.00 -700,095.00

INDEX'ISBE 0477.884.257Cooperative Company with Limited Liability.4, Galerie Ravenstein, Box 21000 BrusselsBELGIUM

Ordinary 964,839 30 31-12-2012 EUR 3,287,439.00 0.00

ATRIAS SCRLBE 0836.258.8734, Galerie Ravenstein, Box 21000 BrusselsBELGIUM

Ordinary 62 17 31-12-2012 EUR 18,600.00 0.00


(€)

EQUALIZATION ACCOUNTSBreakdown of the Assets Heading 490/1 if it represents a significant amount

FINANCIAL YEAR

2004 rentals and rental charges 252,856.63

Stock options cover premium 312,712.66

Investment interest to be received 915,206.66

Interest charges to be carried forward 396,300.26

Other charges to be carried forward 1,816,182.82

(€)


Own shares

Held by the company itself

Amount of the capital held 8721

Number of corresponding shares 8722

Held by its subsidiaries

Amount of the capital held 8731

Number of corresponding shares 8732

Share Issue Commitment

Following the exorcise of conversion rights

Amount of convertible borrowing in progress 8740

Amount of the capital to be subscribed 8741

Corresponding maximum number of shares to be issued 8742

Following the exercise of subscription rights

Number of subscription rights in circulation 8745

Amount of the capital to be subscribed 8746

Corresponding maximum number of shares to be issued 8747

Authorized capital not subscribed 8751

STATEMENT OF CAPITAL AND SHAREHOLDERS STRUCTURE (€)

CAPITAL STATEMENT CODES FINANCIAL

YEARPREVIOUS

FINANCIAL YEAR

Social capital:

Capital subscribed at the end of the period 100P XXXXXXXXXX 457,560.00

Capital subscribed at the end of the period 100 457,560.00

CODES AMOUNTS NUMBER OF SHARES:

Changes during the period

Representation of the capital

Share categories

Ordinary shares 457,560 2,460

Registered shares 8702 XXXXXXXXXX

Bearer and/or dematerialized shares 8703 XXXXXXXXXX



Capital not paid up

Capital not fully paid-up 101 XXXXXXXXXX

Capital called, not paid 8712 XXXXXXXXXX

Shareholders due to pay up

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STATEMENT OF CAPITAL AND SHAREHOLDERS STRUCTURE (Cont.) (€)


Shares not representative of the capital

Distribution:

Number of shares 8761

Number of votes attached to them 8762

Breakdown per shareholder

Number of shares held by the company itself 8771

Number of shares held by the subsidiaries 8781

Structure of the company’s shareholding at the closing date of its accounts,such as resulting from the declarations received by the company

SHAREHOLDERS % SHARES HELD:

ORES ASSETS 99.67% 2,452

TECTEO 0.04% 1

IDEFIN 0.04% 1

IPFH 0.04% 1

FINEST 0.04% 1

SOFILUX 0.04% 1

FINIMO 0.04% 1

SEDIFIN 0.04% 1

IEG 0.04% 1


STATEMENT OF LIABILITIES DEBTS AND EQUALIZATION ACCOUNTS (€)

BREAKDOWN OF THE DEBTS ORIGINALLY AT MORE THAN ONE YEAR, ACCORDING TO THEIR RESIDUAL DURATION CODES

FINANCIAL YEAR

Debts at more than one year falling due in the year

Financial debts 8801


Non-subordinated debentures 8821


Credit institutions 8841


Trade payables 8861

Suppliers 8871



Other amounts payable 8901

TOTAL DEBTS AT MORE THAN ONE YEAR FALLING DUE IN THE YEAR 42

Debts of more than a year but with five years at most to run

Financial debts 8802 59,000,000.00




Credit institutions 8842 59,000,000.00


Trade payables 8862

Suppliers 8872




TOTAL DEBTS OF MORE THAN A YEAR BUT WITH FIVE YEARS AT MOST TO RUN 8912 59,000,000.00

Debts having more than 5 years to run

Financial debts 8803 480,750,000.00


Non-subordinated debentures 8823 350,000,000.00


Credit institutions 8843 130,750,000.00


Trade payables 8863

Suppliers 8873




TOTAL DEBTS HAVING MORE THAN 5 YEARS TO RUN 8913 480,750,000.00

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STATEMENT OF LIABILITIES DEBTS AND EQUALIZATION ACCOUNTS (Cont.) (€)

GUARANTEED DEBTSCODES FINANCIAL

YEAR

Debts guaranteed by the Belgian public authorities







Trade payables 8981

Suppliers 8991



Salary and social security debts 9021


TOTAL DEBTS GUARANTEED BY THE BELGIAN PUBLIC AUTHORITIES 9061

Debts guaranteed in rem constituted or irrevocably promised on the company’s assets







Trade payables 8982

Suppliers 8992



Taxes, payroll and social security 9022

Taxes 9032

Payroll and social security 9042


TOTAL DEBTS GUARANTEED IN REM CONSTITUTED OR IRREVOCABLY PROMISED ON THE COMPANY’S ASSETS

9062

FISCAL, SALARIAL AND SOCIAL SECURITY DEBTSTaxes

Due taxes 9072

Not yet due taxes 9073 1,670,653.05

Estimated taxes 450

Payroll and social security

Due National Social Security Office debts 9076

Other debts related to payroll and social security 9077 37,327,246.36

EQUALIZATION ACCOUNTSBreakdown of the Liabilities Heading 492/3 if it represents a significant amount

Staff-related provisions 5,290,040.96

Financial charges to be ascribed 8,085,741.78

2013 Insurance charges 436,503.00


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OPERATING RESULTS (€)

OPERATING INCOMECODES FINANCIAL

YEARPREVIOUS

FINANCIAL YEAR

Net turnover

Breakdown per activity category

System Operator 542,241,178.53 560,167,873.21

Breakdown per geographical market

Belgium 542,241,178.53 560,167,873.21

Other operating income

Operating subsidies and compensatory amounts obtained from public authorities 740

OPERATING CHARGES

Staff for whom the company has filed a DIMONA return or who are listed on the general staff register

Total number at the closure date 9086 2,427 2,451

Average number of staff in full time equivalent 9087 2,416 2,450

Number of hours actually worked 9088 3,488,577 3,537,008

Employment costs

Payroll and social benefits 620 134,795,363.58 132,865,374.01

Employer’s social security contributions 621 40,156,231.88 39,022,592.04

Employer’s extra-legal Insurance premiums 622 44,446,358.27 40,972,929.89

Other personnel costs 623 9,186,420.70 8,804,613.79

Retirement and survival pensions 624 13,471,693.83 15,514,524.32

Provisions for pensions and similar obligations

Allocations (uses and write-backs) (+)/(-) 635

Write-downs

On stocks and orders in progress

Enacted 9110

Written-back 9111

On trade receivables

Enacted 9112 500.00

Written-back 9113 1,332.50 375.00

Provisions for liabilities and charges

Increase 9115

Use and decrease 9116

Other operating charges

Operations-related taxes and dues 640 182,352.06 52,726.15

Other 641/8 59,757.73 558,510.23

Interim staff and personnel seconded from other companies

Total number at the closure date 9096 19 27

Average number in full time equivalent 9097 48 41

Number of hours actually worked 9098 86,137 76,958

Cost for the company 617 2,991,675.83 1,736,509.03

27

FINANCIAL AND EXTRAORDINARY RESULTS (€)

FINANCIAL RESULTSCODES FINANCIAL

YEARPREVIOUS

FINANCIAL YEAR

Other financial income

Subsidies granted by the public authorities and entered into the income statement

Capital subsidies 9125 1,373.03

Interest subsidies 9126

Breakdown of the other financial products

Miscellaneous 62.80 439.09

Gain on sale of current assets 67,372.53 365,593.03

Depreciation of the borrowing issuance charges and the redemption pre-miums 6501 541,806.38 135,465.14

Interim interest taken into Assets 6503

Write-downs on current assets

Enacted 6510

Written-back 6511

Other financial charges

Amount of the discount charged to the company on the negotiation of claims 653

Provisions of a financial nature

Allocation 6560

Use and decrease 6561

Breakdown of the other financial charges

Miscellaneous 5,165.26 3,666.19

Management commission 28,730.78 66,758.89

Commission on credit line on not taken funds 176,413.79 153,006.09

(€)

EXTRAORDINARY RESULTSFINANCIAL

YEAR

Breakdown of the other extraordinary financial income

Ventilation of the other extraordinary charges


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TAXES AND DUES (€)

INCOME TAXCODES FINANCIAL

YEAR

Taxes on the result of the period 9134 3,886,614.65

Taxes and deductions due or paid 9135 6,375,581.70

Surplus payments of taxes or withholding taxes taken to Assets 9136 2,488,967.05

Estimated tax supplements 9137

Taxes on the result of previous periods

Additional taxes due or paid 9139

Tax supplements - estimated or provisional 9140

Main sources of disparities between pre-tax profit, expressed in the accounts, and the estimated taxable profit

Non-allowed expenses 11,545,098.07

Incidence of the extraordinary results on the amount of the income tax for the period

(€)


Sources of tax latencies

Active latencies 9141

Accumulated tax losses, deductible from the later taxable profits 9142

Other active latencies

Passive latencies 9144

Breakdown of the passive latencies

(€)

VALUE ADDED TAX AND TAX CHARGED TO THIRD PARTIES



Value added tax taken into account

AT THE COMPANY (DEDUCTIBLE) 9145 67,780,201.66 72,188,468.72

By the company 9146 99,177,300.02 103,247,849.37

Retained taxes charged to third parties on wages and salaries

Payroll tax 9147 42,475,455.14 42,992,301.04

Advance levy on Income derived rom securities 9148 5,375,581.70 1,886,933.68

29

OFF-BALANCE SHEET RIGHTS AND COMMITMENTS (€)


PERSONAL GUARANTEES CONSTITUTED OR IRREVOCABLY PROMISED BY THE COMPANY AS COLLATERAL FOR THIRD PARTY DEBTS OR COMMITMENTS

9149

Including

Commercial bills in circulation endorsed by the company 9150

Commercial bills in circulation drawn or guaranteed by the company 9151

Maximum amount to which other third-party commitments are guaranteed by the company 9153

IN REM GUARANTEES

In rem guarantees constituted or irrevocably promised by the company on its own assets as collateral for its own debts and commitments

Mortgages

Book value of the burdened buildings 9161

Registration amount 9171

Pledges on business assets - Inscription amount 9181

Pledges on other assets - Book value of the pledged assets 9191

Sureties constituted on future assets - Asset amounts in question 9201

In rem guarantees constituted or irrevocably promised by the company on its own assets as collateral for third-party debts and commitments

Mortgages

Book value of the burdened buildings 9162

Registration amount 9172

Pledges on business assets - Inscription amount 9182

Pledges on other assets - Book value of the pledged assets 9192

Sureties constituted on future assets - Asset amounts in question 9202

GOODS AND VALUES HELD BY THIRD PARTIES IN THEIR NAMESBUT AT THE COMPANY’S RISK AND PROFIT IF THEY ARE NOT INCLUDED IN THE BALANCE SHEET

IMPORTANT FIXED ASSET ACQUISITION COMMITMENTS

IMPORTANT FIXED ASSET DISPOSAL COMMITMENTS

FORWARD MARKET

Merchandise bought (to be received) 9213

Goods sold (to be delivered) 9214

Foreign currency bought (to receive) 9215

Foreign currency sold (to be delivered) 9216

COMMITMENTS RESULTING FROM TECHNICAL GUARANTEES ATTACHEDTO PAST SALES OR SERVICES

IMPORTANT LITIGATIONS AND OTHER IMPORTANT COMMITMENTSIf necessary, brief description of the retirement or survival pension complementary regime found-ed for the benefit of the staff or the managers and the measures taken to cover the charge


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Provided that the risks or the advantages arising from these operations are significant and insofar as the disclosure of the risks or advantages is necessary for the appreciation of the company’s financial situation, if applicable, the financial consequences for the company of these operations must also be mentioned,

OTHER OFF-BALANCE SHEET RIGHTS AND COMMITMENTSCommitments with regard to retirement and survival pensions for the benefit of the staff or the managers, charged to the companies included in the consolidation

On the basis of the Act of 06 August 1993 relating to the pensions of appointed local government staff, the Group has a pension commitment of €6.9 million relating to former employees of the AIE intermunicipal company taken over by Electrabel on 01 June 1991. Because of the regulated nature of our activity, it has been decided to assume the annual charge of those pensions as and when they occur.

(€)

PENSIONS ENCUMBERING THE COMPANY ITSELFCODES FINANCIAL

YEAR

Estimated amount of the commitments resulting from pensions already paid 9220

Bases and methods of this estimation

31

RELATIONS WITH AFFILIATED COMPANIES AND COMPANIES LINKED BY VIRTUE OF A PARTICIPATING INTEREST (€)

AFFILIATED COMPANIESCODES FINANCIAL

YEARPREVIOUS

FINANCIAL YEAR

Financial fixed assets 280/1 379,900,000.00

Participating interests 280

Subordinated claims 9271

Other receivables 9281 379,900,000.00

Claims on affiliated companies 9291 30,181,682.79

At more than 1 year 9301

At 1 year at most 9311 30,181,682.79

Cash deposits 9321

Actions 9331

Receivables 9341

Debts 9351


At 1 year at most 9371

Personal and in rem guarantees

Constituted or irrevocably promised by the company as collateral for affiliated company debts or commitments 9381

Constituted or irrevocably promised by the company as collateral for its own debts or commitments 9391

Other significant financial commitments 9401

Financial results

Income from financial assets 9421

Income from current assets 9431

Other financial income 9441

Debt charges 9461

Other financial charges 9471

Fixed asset disposals

Gains achieved

Losses incurred 9491

COMPANIES WITH A PARTICIPATING INTERESTFinancial fixed assets 282/3 2,996,473.66 273,258,381.66

Participating interests 282 1,321,388.66 1,321,388.66

Subordinated claims 9272

Other receivables 9282 1,675,085.00 271,936,993.00

Receivables 39,506.85 59,992,975.16


At 1 year at most 9312 39,506.85 59,992,975.16

Debts 9352 2,056,012.25 9,229,553.53

Long term (more than 1 year)

At 1 year at most 9372 2,056,012.25 9,229,553.53

(€)

TRANSACTIONS WITH AFFILIATED PARTIES CARRIED OUT UNDER CONDITIONS OTHER THAN MARKET CONDITIONS

FINANCIAL YEAR

Mention of such transactions, if they are significant, including the amount and indication of the nature of the relationship with the related party, as well as any other information on the transactions which would be necessary for obtaining a clearer understanding of the company’s financial position


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FINANCIAL RELATIONS WITH: (€)

DIRECTORS AND MANAGERS, PRIVATE INDIVIDUALS OR LEGAL ENTITIES WHO OR WHICH CONTROL THE COMPANY DIRECTLY OR INDIRECTLYWITHOUT BEING RELATED TO IT OR TO OTHER COMPANIES CONTROLLED DIRECTLY OR INDIRECTLY BY THOSE PEOPLE OR ENTITIES


Claims on the aforementioned people/entities 9500

Main conditions of the claims

Guarantees constituted in their favour 9501

Main conditions of the constituted guarantees

Other significant commitments subscribed in their favour 9502

Main conditions of the other commitmentsDirect and indirect remuneration and allotted pensions, charged to the income statement, insofar as this mention does not relate exclusively or principally to the situation of a single identifiable person

To directors or managers 9503 738,747.55

To former directors and former managers 9504

(€)

AUDITOR(S) AND ASSOCIATED PERSONSCODES FINANCIAL

YEAR

Audit fees: 9505 13,125.00Emoluments for exceptional services or particular assignments accomplished within the com-pany by the auditor(s)

Other certification assignments 95061

Tax consultancy assignments 95062

Other assignments apart from the auditing assignment 95063 16,550.00Emoluments for exceptional services or particular assignments accomplished within the company by the associates of the auditor(s)

Other certification assignments 95081

Tax consultancy assignments 95082

Other assignments apart from the auditing assignment 95083

Mentions pursuant to Article 133, Paragraph 6 of the Companies Code (€)

DERIVED FINANCIAL INSTRUMENTS NOT VALUED AT THE FAIR VALUEFINANCIAL

YEAR

ESTIMATION OF THE FAIR VALUE OF EACH CATEGORY OF DERIVED FINANCIAL INSTRUMENT NOT VALUED AT THE FAIR VALUE IN THE ACCOUNTS, WITH INDICATIONS ON THE NATURE AND THE VOLUME OF THE INSTRUMENTS

Néant 0.00

STATEMENT RELATING TO THE CONSOLIDATED ACCOUNTSInformation to be completed by companies subject to the provisions of the Companies Code relating to consolidated accounts.

INFORMATION TO BE COMPLETE BY THE COMPANY IF IT IS A SUBSIDIARY OR A JOINT SUBSIDIARYName, complete head office address seat and, if it is a question of a company incorporated under Belgian law, company number of the parent company/companies and indication if the latter establishes (establish) and publishes (publish) consolidated accounts in which its (their) annual accounts are integrated by consolidation*:

ORES Assets

Consolidating parent company - The largest unitBE 0543.696.579Avenue Jean Monnet 21348 Louvain-la-NeuveBELGIUM

* If the company’s accounts are consolidated at several levels, the information is given on the one hand, for the largest unit and on the other, for the smallest unit of companies of which the company is part as a subsidiary and for which the consolidated accounts are established and published.

33

STATEMENT OF EMPLOYEES

STAFF FOR WHOM THE COMPANY HAS FILED A DIMONA RETURN OR WHO ARE LISTED ON THE GENERAL STAFF REGISTER

DURING THE PERIODCODES TOTAL 1. MEN 2. WOMEN

Average number of staff members

Full-time 1001 2,197 1,635 562

Part-time 1002 234 81 153

TOTAL AS FULL-TIME EQUIVALENTS (FTE) 1003 2,416 1,714 702

Number of hours actually worked

Full-time 1011 3,223,842 2,400,408 823,434

Part-time 1012 264,735 88,536 176,199

TOTAL 1013 3,488,577 2,488,944 999,633

Employment costs

Full-time 1021 208,549,570.06 164,855,653.10 43,693,916.96

Part-time 1022 20,034,804.37 8,167,160.80 11,867,643.57

TOTAL 1023 228,584,374.43 173,022,813.90 55,561,560.53

Amount of the benefits granted on top of the salaries 1033

DURING THE PREVIOUS PERIODCODES P. TOTAL 1P. MEN 2P. WOMEN

Average number of FTE staff 1003 2,450 1,754 696

Number of hours actually worked 1013 3,537,008 2,535,761 1,001,247

Employment costs 1023 221,665,510.00 176,485,059.00 45,180,451.00

Amount of the benefits granted on top of the salaries 1033

Social Balance SheetNumbers of the joint committees on which the company depends: 326


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STAFF FOR WHOM THE COMPANY HAS FILED A DIMONA RETURN OR WHO ARE LISTED ON THE GEN-ERAL STAFF REGISTER (SUITE)

AT THE FINANCIAL YEAR’S CLOSING DATE

CODES 1. FULL-TIME 2. PART-TIME 3. TOTAL AS FULL-TIME

EQUIVALENTS

Number of staff members 105 2,187 240 2,412

Per type of employment contract

Open-ended contract 110 2,011 238 2,235

Fixed-period contracts 111 176 1 177

Contract for a specific task 112 0 1 0

Replacement contract 113 0 0 0

Per Gender and Level of Education

Men 120 1,638 75 1,711

Primary level 1200 457 17 473

Secondary level 1201 740 50 789

Higher non-university level 1202 304 8 312

University level 1203 137 0 137

Women 121 549 165 701

Primary level 1210 133 42 172

Secondary level 1211 101 34 133

Higher non-university level 1212 271 75 340

University level 1213 44 14 56

Per Business Category

Managerial staff 130 206 13 217

Employees 134 1,981 227 2,195

Workers 132

Other 133

INTERIM STAFF AND PERSONNEL HIRED FROM OTHER COMPANIES

DURING THE PERIOD

CODES 1. TEMPORARY STAFF

2. PERSONS AVAILABLE TO

THE COMPANY

Average number of people employed 150 25 23

Number of hours actually worked 151 49,280 36,857

Cost for the company 152 1,091,366.02 1,900,309.81

TABLE OF STAFF MOVEMENTS DURING THE PERIOD

INCOMING


EQUIVALENTS

Number of staff members for whom the companyhas filed a DIMONA return or who have been listed on the general staff register in the course of the financial year 205 143 3 143


Open-ended contract 210 28 3 28




35

OUTGOING


EQUIVALENTS

Number of staff members whose contract end date has been registered in a DIMONA return or who have been listed on the general staff register during the period 305 165 5 168


Open-ended contract 310 80 3 82




Per end-of-contract reason

Pension 340 43 0 43

Unemployment with company top-up 341 8 1 9

Dismissal 342 19 0 19

Other reason 343 95 4 97

Including: the number of people who continue, at least part-time, with work for the company on a self-employed basis 350 0 0 0

INFORMATION ON STAFF TRAINING COURSES DURING THE PERIOD

Initiatives in terms of continuous formal vocational training at the employer’s expense

CODES MEN CODES WOMEN

Average number of staff members 5801 1,421 5811 517

Number of training hours attended 5802 69,028 5812 19,032

Net cost for the company 5803 10,272,569.00 5813 2,976,088.00

of which the gross cost directly relating to the training 58031 10,272,569.00 58131 2,976,088.00

of which paid contributions and payments to collective funds 58032 58132

of which grants and other financial benefits (to be deducted) 58033 58133

Initiatives in terms of continuous less formal vocational training at the employer’s expense

Number of staff members concerned 5821 8 5831 0

Number of training hours attended 5822 3,102 5832 0

Cost for the company 5823 173,469.00 5833 0

Initiatives in terms of initial vocational training at the employer's expense

Number of staff members concerned 5841 0 5851 0

Number of training hours attended 5842 0 5852 0

Cost for the company 5843 0 5853 0


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Valuation Rules

ASSETS1. INCORPORATION EXPENSES

This heading includes the expenses which are attached to the company’s incorporation, development or reorganisation, such as incorporation or capital increase expenses, and loan issue expenses.

The depreciation of the incorporation expenses must follow the requirement of Article 59 § 1 of the Royal Decree of 30 January 2001 stipulating that incorporation expenses shall be the subject of appropriated depreciation, by annual tranches of at least 20% of the sums actually spent.

However, loan issue expenses may be depreciated over the entire period of the loan.For what concerns us, the expenses taken into account under this heading relate to the issue costs of our debenture, and they are depreciated, as the Act proposes, over the entire period of the loan.

2. INTANGIBLE FIXED ASSETS

Intangible fixed assets are immaterial means of production. They represent assets that are fixed due to the fact that the company wishes to use them as means of operation. They involve, in other words, a limited or unlimited capacity of operation. According to the Royal Decree of 30 January 2001 (Article 95, § 1), distinction must be made between:• Research and development expenses • Concessions, patents and licences, know-how, trademarks

and other similar rights• Goodwill

Some intangible fixed assets are accounted for if and only if it is probable that the future economic advantages ascribable to the asset will go to the company and if the cost of this asset can be reliably evaluated.

Intangible fixed assets are initially evaluated at cost. The cost of an intangible fixed asset generated in-house is equal to the sum of the expenditure incurred as from the date on which this intangible fixed asset has met the accounting criteria according to Belgian standards. The cost of an in-house generated intangible fixed asset includes all the directly ascribable costs necessary for creating, producing and preparing the fixed asset so that it can be exploited in the way that the management has envisaged.

After their initial accounting, intangible fixed assets are entered at their cost reduced by the aggregation of the depreciation and the aggregation of the losses of value. Intangible fixed assets are depreciated according to the straight-line method over the esti-mated period of their utility.

ORES a pris l’option de procéder à l’activation de frais de recherche et développement au titre d’immobilisations incorporelles.

ORES has taken the option of entering the research and development expenses as intangible fixed assets.

The research and development expenses that could be transferred to the Assets side as intangible fixed assets are the expenses of research, manufacture and development of prototypes, products, inventions and know-how, useful for the company’s future activi-ties.

In this context, the following expenses have been activated:• Staff costs relating to researchers, technicians and other

support staff, insofar as they are assigned to a project that meets the above definition.

• Instrument and equipment costs insofar and for as long as they are used for implementing the project. If these are not used for their full lifetime In the implementation of the project, only the depreciation costs corresponding to the project’s lifetime may then be admitted.

• The costs of contractual research and of the technical and patent-related knowledge acquired by being the subject of li-cences with external sources, at the market price, as well as the costs of consultancy and equivalent services used for the implementation of the project.

• Other operating costs, in particular costs of materials, supplies and similar products, directly borne because of the imple-mentation of the project.

Intangible fixed assets coming from the research and development activity are then depreciated using the straight-line method over their entire period of utility (set at five years) and are reduced by any possible losses of value.

3. FINANCIAL FIXED ASSETS

The financial fixed assets are included on the Assets side of the balance sheet at their acquisition value, less the not called part.

At the end of each accounting period, an individual evaluation of each share portfolio is carried out In such a way as to reflect, as satisfactorily as possible, the situation, the profitability and the prospects for the company in which the participating interest or the shares are held.

4. RECEIVABLES AT MORE THAN ONE YEAR

Receivables at more than one year are entered at face value and are the subject of write-downs in the event of durable deprecia-tion.

5. STOCKS

The stocks are evaluated at their weighted average price.

6. RECEIVABLES AT ONE YEAR AT MOST

Receivables at one year at most are entered at face value.

A write-down is made when the value estimated at the financial year’s closing date lower than the book value.

37

7. CASH DEPOSITS

Investment securities are entered on the Assets side of the balance sheet at their acquisition price, excluding ancillary costs, or at their contribution value.

At the end of the financial year, they are evaluated at the lowest of the following values: purchase price, contribution value or stock market value at the end of the period.

8. CASH AT BANK AND IN HAND

The rules of evaluation of the liquid assets are the same as those of the receivables at one year at most.

9. ASSETS EQUALIZATION ACCOUNTS

Charges incurred during the financial year but ascribable in whole or in part to a subsequent financial year are registered in the equalization accounts on the basis of a proportional rule.

The income or fractions of income that will be collected only during one or more subsequent financial years but which are to be ascribed to the financial year in question are evaluated at the amount of the part relating to the financial year in question.

LIABILITIES1. IMMUNISED RESERVES

The gains and the profits of which the immunization is subordinated to their maintenance in the company’s asset base are classified under this heading.

2. PROVISIONS AND DEFERRED TAXES

At the closing of the financial year, the Board of Directors ruling with caution, sincerity and good faith, has examined the provisions to be constituted.

3. DEBTS AT MORE THAN ONE YEAR AND AT ONE YEAR AT MOST

These debts are recorded at their nominal value.

4. LIABILITY ADJUSTMENT ACCOUNTS

The charges or fractions of charges relating to the financial year but which will only be paid during a later financial year are evaluat-ed at the amount relating to the financial year. The income collected during the financial year but which is ascribable in whole or in part to a subsequent financial year are also evaluated at the amount which must be regarded as income for the subsequent financial year.


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4. Audit Report

ORES scrl2, Avenue Jean Monnet, 1348 Louvain-la-Neuve, Belgium

Tel: +32(0)78.15.78.01 • E-mail [email protected]

www.ores.net

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FINANCIAL REPORT 2013 - Microsoft · 2016-12-16 · 4 NANCAL REPORT - ORES scrl 2013 1. MANAGEMENT BODIES 1. Management Bodies BOARD OF DIRECTORS The company, in accordance with its