Storengy Deutschland GmbH. Berlin INDEPENDENT AUDITORS REPORT

Transcription

1 Storengy Deutschland GmbH Berlin INDEPENDENT AUDITORS REPORT FINANCIAL STATEMENTS AS OF 31 DECEMBER 2013 AND MANAGEMENT REPORT FOR THE FINANCIAL YEAR 2013 This translation was performed based on our German audit report. Our responsibility only applies to the original German version of the report. The English translation was only established for information purposes.

2 CONTENTS 1. Balance Sheet 2. Income Statement 3. Notes to the Financial Statements 4. Management Report 5. Audit Opinion 6. General Engagement Terms

3 Storengy Deutschland GmbH, Berlin BALANCE SHEET AS OF 31 DECEMBER 2013 (Balance Sheet as of 31 December 2012 for comparative purposes) A S S E T S E Q U I T Y A N D L I A B I L I T I E S 31 Dec Dec Dec Dec 2012 EUR EUR EUR EUR A. FIXED ASSETS A. EQUITY I. Intangible assets I. Subscribed capital Concessions acquired for a consideration, industrial rights and similar rights and assets and licenses to such rights and assets II. Capital reserves II. Property, plant and equipment III. Revenue reserves Land, land rights and buildings including buildings on third party land IV. Retained earnings Plant and equipment Other equipment, furniture and fittings Payments on account and assets under construction B. PROVISIONS Provisions for pensions and similar obligations III. Financial assets 2. Tax provisions Shares in affiliated companies Other provisions Equity investments Other loans C. LIABILITIES Trade payables Liabilities to affiliated companies B. CURRENT ASSETS 3. Other liabilities of which taxes: EUR 432,526 (prior year: EUR 228,150) I. Inventories - of which to social security : EUR 22, Raw materials, consumables and supplies (prior year: EUR 29,811) 2. Work in process II. Receivables and other assets D. DEFERRED TAX LIABILITIES Trade receivables Receivables from affiliated companies Receivables from shareholders and associates Other assets of which non-current: EUR 30,632 (prior year: EUR 2,135) III. Cash on hand and bank balances C. PREPAID EXPENSES

4 Storengy Deutschland GmbH, Berlin INCOME STATEMENT FOR THE YEAR FROM 1 JANUARY TO 31 DECEMBER 2013 (abbreviated year from 2 July to 31 December 2012 for comparative purposes) 1 Jan to 31 Dec Jul to 31 Dec 2012 EUR EUR 1. Sales revenue Change in inventories of work in process Own work capitalized Other operating income Cost of materials a) Raw materials, consumables and supplies and purchased merchandise b) Purchased services Personnel expenses a) Wages and salaries b) Social security, pension costs and other welfare expenses of which pensions: EUR 102, (prior year: EUR 93,126) Depreciation of property, plant and equipment and amortization of intangible assets Other operating expenses Income from equity investments Income from profit transfers and tax allocations Other interest and similar income of which from affiiated companies: EUR 31,155 (prior year: EUR 70,346) 12. Interest and similar expenses of which paid to affiliated companies: EUR 1,149, (prior year: EUR 1,041,666) - of which from unwinding discounted provisions: EUR 2,837,882 (prior year: EUR 2,842,241) 13. Result of ordinary operations Extraordinary income Extraordinary expenses Taxes from tax allocation agreements Expenses from changes in deferred taxes Other taxes Profits transferred under profit transfer agreements Net profit or loss for the year Transfer from capital reserves Transfer from revenue reserves from other revenue reserves: EUR 5,352, Retained earnings

5 Storengy Deutschland GmbH, Berlin Notes to the Financial Statements for the Fiscal Year from 1 January 2013 to 31 December General Disclosures 1.1 The financial statements for the fiscal year ending 31 December 2013 were prepared on the basis of the accounting requirements laid out in the German Commercial Code (HGB), the Law on Limited Liability Companies in Germany (GmbH-Gesetz) and the Energy Industry Act (EnWG). A profit and loss transfer agreement is in place with Storengy Deutschland Infrastructures GmbH, based in Berlin (District Court of Berlin-Charlottenburg, HRB ). The relevant entry was made in the commercial register on 3 September In addition, a tax allocation agreement has been entered into with the shareholder. 1.2 Pursuant to the size categories defined in Sec. 267 HGB [German Commercial Code], the Company is a large corporation. 1.3 The income statement has been prepared using the nature of expense method (Sec. 275 (2) HGB). When making comparisons to the figures for the prior year it should be noted that comparison is restricted due to the fact that the prior reporting period was an abbreviated fiscal year from 2 July 2012 to 31 December With regard to the balance sheet, comparison with the prior year is possible as there have not been any significant changes to the associated parameters. 2. Accounting and Valuation Principles The balance sheet and income statement have been prepared in accordance with the German Commercial Code as amended by the Accounting Law Modernization Act (BilMoG). The following accounting and valuation principles were applied. 2.1 Fixed assets are valued at amortized cost. 2.2 Additions to fixed assets are recognized at acquisition or production cost. The production cost of own work capitalized includes direct production costs and necessary overheads (production and material overheads plus depreciation of fixed assets used in production) as well as other overheads allocable to the period of production (general administrative expenses, social facilities, and voluntary benefits as well as the company pension). The Company did not exercise the option to include allocable finance costs. 2.3 Systematic depreciation is based on the useful lives of the individual assets used in operations

6 2.4 Current assets are measured at the lower of cost or realizable value. 2.5 Inventories of raw materials, consumables and supplies were recorded in a physical stock count and valued accordingly. 2.6 Subscribed capital is recognized at face value. 2.7 Provisions are measured on the basis of fiscal prudence at the amount needed to settle the obligation. Provisions with a residual term of more than one year consider future price and cost increases where relevant and are discounted to balance sheet date. The discount rates are based on the average market interest rates over the last seven years, as published by the German Central Bank, for instruments of an equivalent term as the residual term of the provision. 2.8 Liabilities are recorded at the settlement amount. 2.9 Items in foreign currency are translated into euro at the respective historical rates Requirements to report separate financial accounts pursuant to Sec. 6b (3) Energiewirtschaftsgesetz [Energy Industry Act] StoreD did not have to segregate its accounts and present internal balance sheets and income statements for the various activities within and outside of the gas sector as required by Sec. 6b (3) EnWG because it does not conduct any activity outside of the gas sector. 3.1 Fixed assets 3. Notes to the Balance Sheet Changes in fixed assets are presented in the separate statement of changes in fixed assets (Attachment to the Notes). Financial assets are stated at acquisition cost. Construction loans issued to employees at no interest are recognized at face value. Impairment losses are recorded to write these assets down to fair value if they are deemed to be impaired for the long-term. The equity investments reported under financial assets comprise: Entity Shares Subscribed capital as of 31 Dec 2013 (EUR) Equity (EUR) Net income (EUR) Storengy Deutschland Betrieb GmbH, Hanover Speicher Breitbrunn-Eggstätt GbR % 25,000 3,089, %

7 3.2 Inventories Inventories of raw materials, consumables and supplies relate to the stocks held at the various storage sites as well as own gas stocks, which are measured at cost. Where the replacement costs for these gas stocks are below historical cost on the reporting date, the inventories are written down to net realizable value. Gas stocks that were written down to net realizable value in prior periods on account of a fall in replacement costs are written back up to historical cost if the market prices recover accordingly. Inventories also include supplies. Supplies comprise the Company s own stocks of natural gas of EUR 2,962 k (prior year: EUR 3,602 k) and the material kept in stock for the underground storage of EUR 2,144 k (prior year: EUR 2,342 k). Stocks are measured at the lower of cost or net realizable value. 3.3 Receivables and other assets, prepaid expenses Receivables have a residual term of less than one year. Trade receivables consist of receivables originating from storage services rendered. Receivables from affiliated companies consist of receivables from the cash pool agreements with GDF SUEZ of EUR 9,072 k and contains further receivables due from the shareholder of EUR 36,061 k (prior year EUR 5,142 k). Receivables from other companies holding an equity investment in the Company (EUR 2,439 k) include the shareholder loan account of GbR Breitbrunn/Eggstätt. A debt discount that arose from the difference between the face value and the present value of a longterm liability, is reported as a prepaid expense and is being released in progressively diminishing amounts to interest expenses over a term of 29 years in keeping with the cumulative interest rate method. It will be fully released by Subscribed capital The subscribed capital of the Company has not changed and remains at EUR 1,000 k. 3.5 Capital reserve The capital reserve of EUR 283,016 k was reduced by EUR 12,647 k compared to previous year (previous year: EUR 295,663 k). The partial dissolution of the capital reserve was made by the management in consultation with the Supervisory Board. 3.6 Revenue reserves By a resolution of the Supervisory Board Retained earnings were completely withdrawn (previous year: EUR 5,353 k) by a resolution of the Supervisory Board

8 3.7 Provisions Pension provisions are measured at the settlement amount in accordance with Sec. 253 HGB. The provisions have been measured on the basis of actuarial reports. The projected unit credit method was used to measure the pension obligations towards employees still in active service. This method is based on the best possible measure of the actual net assets, financial position and earnings of the company and is prescribed by international accounting standards. The method is based on vested pension entitlements being earned under labor law over the length of service of the employee. The pension obligations are then discounted assuming a residual term of 15 years. The market interest rate applied to discount the pension obligations over this period is based on the average market interest rate over the last seven years, in keeping with the Rückstellungsabzinsungsverordnung [Discounting of Provisions Regulation] issued by the German central bank and amounts to 4.90% p.a. for the financial statements as of 31 December The following parameters were used in the calculation of pension provisions: a salary trend of 3.00% p.a. for the company, a pension trend of 1.70% p.a. for the company, an increase of 2.30% p.a. in the measurement base for social security, employee churn of 2.00% p.a. until the age of 50, thereafter employee churn of 1.0%. The earliest possible age of retirement for the statutory pension scheme pursuant to the Altersgrenzenanpassungsgesetz [Retirement Age Adjustment Act] was used in the calculation. The 2005 G mortality tables issued by Dr. Klaus Heubeck in 2005 (known as the generation tables ) were used in the actuary s calculation. Other provisions cover all discernible risks and contingent obligations. The provisions for restoring and filling the sites are recognized on the basis of the obligations under mining law. The provisions cover the full obligation. These provisions are measured at the settlement amount based on a prudent assessment of the future payment obligations. The settlement amount is determined in accordance with the backfilling rates for wells used by WEG (Wirtschaftsverband Erdöl- und Erdgasgewinnung e.v., Hanover) taking account of the size and volume of the site that needs to be restored and equipment. Future price and cost increases are considered at a flat rate using the expected inflation rate. Provisions with a residual term of more than one year are discounted pursuant to Sec. 253 (1) HGB using the average market interest rates for instruments of comparable terms over the last seven years issued by the German central bank. 31 Dec Dec 2012 EUR k EUR k Pension provisions Tax provisions 9,452 20,807 Other provisions 93,215 78,022 Total provisions 103,503 99,717 Other provisions comprise the obligations under mining law for site restoration and backfill of boreholes (EUR 76,992 k), provisions for obligations to personnel (EUR 1,412 k) and provisions for outstanding invoices (EUR 12,142 k)

9 3.8 Liabilities 31 Dec 2013 Thereof due in 31 Dec 2012 up to one year 1 to 5 years over 5 years EUR EUR EUR EUR EUR Liabilities 107,015,511 22,452,602 10,610,100 73,952, ,247,659 Trade payables 29,360,587 4,997,677 10,610,100 13,752,810 36,953,043 Liabilities to affiliated 77,062,087 16,862, ,200,000 74,864,125 companies - thereof loans 60,325, , ,200,000 60,385,454 - thereof to shareholders 10,487,369 10,487, ,495,572 - thereof trade payables 6,248,880 6,248, ,983,099 - thereof others Other 592, ,492 Liabilities to the shareholder include liabilities of EUR 10,330 k arising from the profit transfer and tax allocation agreement. The other liabilities to affiliated companies relate to the loan payable to GDF SUEZ CC scrl, Brussels, Belgium. The liabilities are not secured. 3.9 Deferred taxes Deferred taxes are measured at the individual tax rate of the Company of approximately 29%. Deferred taxes are recognized by StoreD on temporary differences between the carrying amounts in the balance sheet and the tax base of property, plant and equipment and provisions for site restoration and backfill. StoreD applies the alternative allowed treatment of Sec. 274 (1) Sent. 3 HGB. 4.1 Sales revenue 4. Notes to the Income Statement Sales revenue consists of income from the sale of storage services and is generated entirely within the borders of Germany

10 4.2 Own work capitalized The services of the technical department for storage location expansion projects are capitalized at production cost. 4.3 Other operating income Other operating income contains income from the coproduction of oil and condensate (Reitbrook and Fronhofen storage facilities), income from allocating costs to other group companies, income from other periods and other operating income. A contract to supply condensate is in place with GDF SUEZ E&P Deutschland GmbH. 4.4 Cost of materials There are contracts for management services in place with Storengy Deutschland Betrieb GmbH governing the management of all storage facilities. The purchased management services amount to approximately EUR 14.7 million. 4.5 Personnel expenses Average headcount: Wage earners 0 0 Salaried employees Depreciation and amortization Depreciation and amortization is recorded on a systematic basis over the useful life of the assets. In addition, impairment losses of EUR 27.7 million were recorded on the basis of geological/technical audits and commercial evaluations. 4.7 Other operating expenses This item mainly consists of expenses for restoring sites and filling boreholes, non-production-related services, insurance and general administrative expenses. 4.8 Taxes allocated under tax allocation agreements A consolidated tax group has been in place with Storengy Deutschland Infrastructures GmbH, Berlin, since 2 July 2012 for corporate income tax and trade tax purposes. A tax allocation agreement was also entered into on 2 July Other taxes Other taxes mainly consist of electricity tax Retained earnings The retained earnings in amount of EUR 18,000 k result of withdrawals of capital reserve and revenue reserves

11 5. Disclosures on Large Transactions Pursuant to Sec. 6b (2) EnWG Contracts are in place with GDF SUEZ S.A., Paris, France, governing the storage of natural gas. In addition, contracts have been entered into with GDF SUEZ CC scrl, Brussels, Belgium, governing the short-term and long-term financing of the Company (EUR 60.2 million). There are cash pooling agreements in place with GDF SUEZ Treasury Management s.a.r.l, Luxembourg and GDF SUEZ S.A. License agreements are in place with GDF SUEZ S.A. for the use of SAP. Contracts for the use of personnel and for technical services are also in place with Storengy S.A. (EUR 0.8 million in the reporting period). A supply contract is in place with GDF SUEZ Energy Sales GmbH for power (EUR 7.4 million in the reporting period). Moreover, there is a contract for services related to capital expenditures and day-today operations with Cofely Deutschland GmbH that can be called on as needed and remunerated accordingly. Contracts for management services are in place with Storengy Deutschland Betrieb GmbH governing the technical operation of the storage facilities. These provide for reimbursement of the personnel expenses incurred plus a flat-rate of 15% for operating overheads at Storengy Deutschland Betrieb GmbH. 6.1 Other financial commitments 6. Other Disclosures Other financial commitments relate to the purchase obligations for investments and supplies of goods and services (EUR 5.4 million). In addition, there are obligations totaling EUR 18.3 million arising from leases and rental agreements, and purchases of power and other agreements. Of this amount, EUR 13.2 million is due within one year. 6.2 Off-balance-sheet transactions The Company has outsourced the operation of the storage facilities to Storengy Deutschland Betrieb GmbH with whom a contract for management services has been entered. The purpose of the outsourcing agreement is to bundle the relevant operating personnel in the operating company. There are no perceived risks in this arrangement, as the services provider is an affiliated company within the group

12 6.3 Company boards The shareholder of the Company is Storengy Deutschland Infrastructures GmbH, Berlin. The managing directors appointed for the fiscal year were: - Mr. Arno Büx, Diplom-Ingenieur, M.B.A., The supervisory board required by 8 of the articles of incorporation was appointed on 2 June 2008: The members appointed to the supervisory board were: - M. Jean-Marc Leroy, (Chairman), Geschäftsführer Storengy S.A., Paris, France - M. Georges Liens, (Deputy Chairman) Director of Development, Storengy S.A., Paris, France - Mme. Cécile Prévieu, Director of Finance and Legal Affairs, Storengy S.A., Paris, France - M. Eric Jourdan, Director of Integration Valorisation (DIV), Storengy S.A., Paris, France - Mme. Florence Verzelen, CEO GDF SUEZ Qatar, Doha, Qatar 6.4 Auditor s fees No disclosure has been made with regard to the auditor s fees in accordance with Sec. 285 No nd half-sentence HGB. 6.5 Group affiliations The financial statements for fiscal year 2013 are included, after being appropriately adjusted to IFRS, in the consolidated financial statements of GDF SUEZ S.A., Paris, France (smallest and largest consolidated group). The consolidated financial statements are published in the commercial register of Paris, France, as well as in German in the electronic Federal Gazette. 7. Proposed appropriation of profits The Management Board proposes to the Supervisory Board to distribute the retained earnings of ,00 EUR to the shareholder. Berlin, 19 June 2014 Storengy Deutschland GmbH The management Arno Büx - 8 -

13 Storengy Deutschland GmbH, Berlin ATTACHMENT TO THE NOTES STATEMENT OF CHANGES IN FIXED ASSETS FOR FISCAL YEAR 2013 Acquisition or production cost Depreciation, amortization and impairments Residual book value 1 Jan 2013 Additions Disposals Reclassifications 31 Dec Jan 2013 Additions Disposals Extraordinary 31 Dec Dec Jan 2013 disposals EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR EUR I. INTANGIBLE ASSETS Concessions acquired for a consideration, industrial rights and similar rights and assets and licences to such rights and assets II. PROPERTY, PLANT AND EQUIPMENT 1. Land, land rights and buildings including buildings on third-party land Plant and equipment Other equipment, funiture and fittings Payments on accounts and assets under construction III. FINANCIAL ASSETS 1. Shares in affiliated companies Equity investments Other loans

14 STORENGY DEUTSCHLAND GMBH, BERLIN Management Report for the Fiscal Year from 1 January 2013 to 31 December Business Environment The registered business activity of Storengy Deutschland GmbH (hereinafter referred to as StoreD ), a wholly-owned subsidiary of the Storengy Deutschland Infrastructures GmbH, Berlin, (hereinafter referred to as StoreDI ), an entity of the GDF SUEZ Group, Paris, is the acquisition, construction, and operation of natural gas storage facilities and all related activities, as well as the marketing of storage services. StoreD was founded as a company in September 2007 to bundle the gas storage activities of the group in the German market as a segregated operation. StoreD provides storage capacity for natural gas. The storage operations of Storengy in Germany were comprehensively restructured in fiscal year The entities acquired in 2011, BEB Speicher GmbH and ExxonMobil Gasspeicher Deutschland GmbH, were merged with StoreD in In the course of the restructuring, StoreD reported two abbreviated fiscal periods in 2012: from 1 January 2012 to 1 July 2012 and from 2 July 2012 to 31 December StoreD has storage capacity in eight natural gas storage facilities. These storage facilities can provide interim storage for approximately 2.1 billion m³ of natural gas (StoreD share) which represents approximately 10% of Germany s total natural gas storage capacity. The Breitbrunn-Eggstätt porous rock storage facility (StoreD share: 19.72%) in Bavaria has a nominal storage capacity of 992 million m³. A maximum of 520,000 m³ can be retrieved from the facility per hour. The Fronhofen porous rock storage facility (StoreD share: 100%) in Baden-Württemberg has a nominal storage capacity of 14.5 million m³. A maximum of 45,365 m³ can be retrieved from the facility per hour. The Harsefeld cavern storage facility (StoreD share: 100%) near Hamburg has a storage capacity of million m³. A maximum of 300,000 m³ can be retrieved from the facility per hour. The Lesum cavern storage facility (StoreD share: 100%) near Bremen has a storage capacity of 156 million m³. A maximum of 220,000 m³ can be retrieved from the facility per hour. The Peckensen cavern storage facility (StoreD share: 100%) near Salzwedel in Saxony-Anhalt has a storage capacity of million m³. A maximum of 695,000 m³ can be retrieved from the facility per hour. The Schmidhausen cavern storage facility (StoreD share: 100%) in Bavaria has a storage capacity of 150 million m³. A maximum of 150,000 m³ can be retrieved from the facility per hour

15 The Reitbrook porous rock storage facility (StoreD share: 100%) near Hamburg has a storage capacity of 350 million m³. A maximum of 350,000 m³ can be retrieved from the facility per hour. The Uelsen porous rock storage facility (StoreD share: 100%) near Nordhorn in Lower-Saxony has a storage capacity of 840 million m³. A maximum of 395,000 m³ can be retrieved from the facility per hour. In the course of the restructuring measures in 2012, the operating companies, Storengy Deutschland Betrieb GmbH and Storengy Betrieb Deutschland Nord GmbH (both based in Hanover) were merged and have been trading under the name, Storengy Deutschland Betrieb GmbH (StoreDB), since 1 August StoreD holds 100% of the shares in StoreDB. The technical management of all storage facilities (with the exception of the Breitbrunn-Eggstätt facility) is in the hands of StoreDB. The registered offices of StoreD are in Berlin. The management is also located in Berlin. Disclosures on Company activities pursuant to Sec. 6b (7) Sent. 4 EnWG: The sole business activity of the Company is gas storage. The financial statements therefore correspond to the report on gas storage activities. 2. Results of operations, net assets and financial position Comparison of the results of operations, financial statements and net assets with the figures reported in the prior year is not informative as the two preceding reporting periods were abbreviated fiscal periods from 1 January 2012 to 1 July 2012 and from 2 July 2012 to 31 December Moreover, there were mergers in these abbreviated fiscal periods resulting in a significant change in business volume. For these reasons no comparative figures have been presented. The current European market for storage services remains difficult on account of the prices on the international trading markets, which have led to a widespread reduction in seasonal fluctuations in gas purchases and a significant fall in the revenue that can be generated. It was only possible to place available capacity on the market at much lower prices than in the past. In addition, prices adjustments were made for existing long-term contracts. In spite of the difficult market, StoreD managed to place all available capacity on the market. The Company generated sales revenue of EUR million in the reporting period. In fiscal year 2013 StoreD generated a profit from ordinary activities of EUR 12.6 million. Earnings after tax allocations of EUR 8.0 million are to be transferred to the shareholder, StoreDI, in keeping with the terms of the profit and loss transfer agreement that came into force on 2 July In addition to the transfer of the annual profit, management withdrew the amount of EUR 18.0 million from the capital reserves and revenue reserves in agreement with the Supervisory Board

16 Within the GDF SUEZ Group the primary financial indicators are EBITDA, profit after tax ( recurring net income ) and capex indicators, as defined by the Group. In addition, volumebased performance indicators are used for the management of the operating business (storage volume, feed and delivery capacities) as well as safety and environmental indicators. EBITDA of EUR 76.6 million was generated in the reporting period whereas EBITDA in calendar year 2012 was EUR 97.0 million. A revision of the geological and technical audits after taking into account the current market environment led to a need to record impairment losses of EUR 27.7 million. The development of fixed assets is heavily affected by the construction measures undertaken to develop additional gas reservoirs and the associated investments. The fixed assets of StoreD changed from EUR million as of 31 December 2012 to EUR million as of the reporting date. These were covered to 66% by equity and 34% by debt capital. StoreD continued its investment activity in 2013, both in existing storage facilities as well as in the realization of new projects. In sum, investments in property, plant and equipment and purchased intangible assets came to EUR 62.8 million, primarily for the expansion of the Peckensen underground reservoir. The Peckensen reservoir was expanded by the addition of two additional caverns and the related surface equipment. The surface equipment and caverns came on line in October 2013 as scheduled. Current assets amount to EUR 74.9 million, and consist of receivables from other entities in the GDF SUEZ Group of EUR 48.9 million, receivables from shareholders of EUR 2.4 million, trade receivables of EUR 5.0 million and other current receivables and inventories amounting to EUR 18.6 million, out of which EUR 9.5 million are tax receivables. There are cash pool agreements in place with GDF SUEZ S.A., Paris and GDF SUEZ Treasury Management s.a.r.l., Luxembourg. The financing requirements of the Company in the current year can be met by operating cash flow. The total financing volume from entities of the GDF SUEZ - Group remained unchanged at EUR 60.2 million as of the reporting date. The financial agreements entered into have secured the liquidity of the company at all times. Overall statement on the results of operations, net assets and financial position The decline in the European storage market also resulted in a significant decline in sales revenue at StoreD in comparison to prior reporting periods. Some of this decline was offset by cost-savings. Nevertheless, the fact that all storage capacity was successfully placed on the market, in some cases using innovative products, contributed to the satisfactory operating result

17 The cash pool agreements with the GDF SUEZ Group provide StoreD with stable financial backing for its operations for the long-term. The investments are financed by a long-term loan from the GDF SUEZ Group. 3. Risk Report In the assessment of the management, there are no risks at present to the ability of the Company to continue in business as a going concern. Risks with a significant impact on the earnings relate to the development of the wider market. These risks are assessed on a permanent basis, particularly with regard to the marketing of available capacity and within the framework of planning and forecasts. Risks inherent to the operation (e.g. geological risk) are assessed at regular intervals and countermeasures are initiated where needed. In order to limit the geological and technical risks upon realization of new storage projects, the project parameters are reviewed by experts from the GDF SUEZ Group during the planning phase already. In addition, the stage of construction is monitored constantly. Any changes in the course of the project are analyzed and corresponding countermeasures taken, once again with the involvement of experts from the GDF SUEZ Group. The latest business development is analyzed at regular meetings of the supervisory board and compared to the extrapolations and budgets, with action plans being developed to ensure targets are met. Entrepreneurial decisions are only taken after carefully weighing up the opportunities and risks in keeping with the risk policies laid down by the GDF SUEZ Group. The GDF SUEZ - Group has installed its own risk management system which has the objective of identifying strategic and business risks at an early stage and mitigating them using suitable measures. This risk management system integrates various planning, approval and reporting systems. This ensures a comprehensive knowledge base on the basis of which present and future risks can be appropriately assessed and countermeasures initiated in good time. StoreD revises its risk assessment on an annual basis to ensure the objectives of the Group are implemented. 4. Opportunities The fact that StoreD successfully placed all its storage capacity on the market in 2013 demonstrates its ability to take the right action even in a difficult market. StoreD is present in various territories and can respond to changes in the market and customer needs by packaging its storage products in flexible fashion. The adjustment to cost structures, also in close cooperation with the technical manager, StoreDB, helped to offset the decline in sales revenue

18 Commencing in April 2014, StoreD will assume the commercial dispatching of all storage capacity under its own management. This promises further potential to optimize utilization of storage capacity. 5. Human resources The Company employed 59 staff as of 31 December Subsequent events There were no significant events after the balance sheet date. 7. Outlook The current European market for storage services remains difficult on account of the prices on the international trading markets, which have led to a widespread reduction in seasonal price fluctuations in gas purchases. Most market players and StoreD agree that the current situation facing storage operators will continue for the mid-term. The current developments on the market will also influence the earnings of StoreD. Although StoreD has mid to long-term contracts with its storage customers for a significant portion of its storage capacity, and therefore a relatively stable earnings situation, it will only be possible to place any volume that becomes available in the short-term at lower prices. Virtually all storage capacity for the storage-year 2014/15 has been sold. Sales in 2014 and 2015 are estimated to lie in a range between EUR 120 and EUR 130 million and therefore slightly down on The construction of the 5th cavern of the Peckensen storage facility will be continued in 2014 as planned. The cavern is scheduled for completion in October Large portions of the capacity provided by these caverns have already been sold. Berlin, 19 June 2014 Storengy Deutschland GmbH The management Arno Büx - 5 -

19 Page 1 AUDIT OPINION We have audited the annual financial statements - comprising the balance sheet, the income statement and the notes to the financial statements - together with the bookkeeping system, and the management report of Storengy Deutschland GmbH, Berlin, for the fiscal year from 1 January to 31 December According to Sec. 6b (5) EnWG, the audit also includes a review of compliance with the accounting duties pursuant to Sec. 6b (3) EnWG by which the activities defined in Sec. 6b (3) EnWG must be recorded on segregated accounts. The maintenance of the books and records and the preparation of the annual financial statements and management report in accordance with German commercial law and the duties imposed by Sec. 6b (3) EnWG are the responsibility of the Company s management. Our responsibility is to express an opinion based on our audit findings on the annual financial statements together with the bookkeeping system, and the management report, and compliance with the accounting duties pursuant to Sec. 6b (3) EnWG. We conducted our audit of the annual financial statements in accordance with Sec. 317 HGB [ Handelsgesetzbuch : German Commercial Code] and German generally accepted standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we plan and perform the audit such that misstatements materially affecting the presentation of the net assets, financial position and results of operations in the annual financial statements in accordance with German principles of proper accounting and in the management report are detected with reasonable assurance and that the accounting duties pursuant to Sec. 6b (3) EnWG have been met in all material regards. Knowledge of the business activities and the economic and legal environment of the company and expectations as to possible misstatements are taken into account in the determination of audit procedures. The effectiveness of the accounting-related internal control system and the evidence supporting the disclosures in the books and records, the annual financial statements and the management report and compliance with the accounting duties pursuant to Sec. 6b (3) EnWG, are examined primarily on a test basis within the framework of the audit. The audit includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the annual financial statements and management report as well as assessing whether the carrying amounts pursuant to Sec. 6b (3) EnWG are correct and are verifiable, and whether the principle of consistency has been observed. We believe that our audit provides a reasonable basis for our opinion. Our audit of the financial statements, taking the bookkeeping and the management report into account, did not result in any reservations to our audit opinion. In our opinion, based on the findings of our audit, the annual financial statements comply with the legal requirements and give a true and fair view of the net assets, financial position and results of operations of the Company in accordance with German principles of proper accounting.

20 Page 2 The management report is consistent with the annual financial statements and as a whole provides a fair view of the company s position and suitably presents the opportunities and risks of future development. Our audit of compliance with the accounting duties pursuant to Sec. 6b (3) EnWG, by which separate accounts must be kept for those activities defined in Sec. 6b (3) EnWG, did not lead to any objections. Berlin, 30 April 2014/19 June 2014 MAZARS GmbH Wirtschaftsprüfungsgesellschaft Zapp Wirtschaftsprüfer [German Public Auditor] Oelze Wirtschaftsprüfer [German Public Auditor]

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