SPP INFRASTRUCTURE FINANCING B.V.

Transcription

1

2

3

4

5 SPP INFRASTRUCTURE FINANCING B.V. Financial Statements 31 December 2015

6 SPP Infrastructure Financing B.V. Financial Statements: Table of Contents Page Directors' Report for the year ended 31 December Statement of financial position as at 31 December Statement of comprehensive income for the year ended 31 December Statement of changes in equity for the year ended 31 December Statement of cash flows for the year ended 31 December Notes to the financial statements for the year ended 31 December Other information 20 1

7 Directors' Report for the year ended 31 December 2015 The Directors present their financial statements for SPP Infrastructure Financing B.V. (the "Company") for the year ended 31 December 2015, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") and endorsed by the European Union ("IFRS-EU") and with Dutch Law. General information The Company is a limited liability company incorporated by notarial deed on 24 May 2013 under the laws of the Netherlands and acting as a finance company for SPP GROUP (the "Group") as domiciled in the Slovak Republic. The Company was registered on 27 May 2013 at the Chamber of Commerce in Amsterdam, the Netherlands. The principal activity of the Company is to raise funds for the Group through the issue of bonds or other securities. The Company does not perform any research and development activities. By notarial deed on 14 May 2014, a change of shareholders took place. The shares are now owned by SPP Infrastructure, a.s., Bratislava, Slovak Republic as 100% shareholder. The shareholders of SPP Infrastructure, a.s. are Slovak National Property Fund (51%), registered in Bratislava, Slovak Republic and Slovak Gas Holding B.V., registered in Amsterdam, the Netherlands (49%), which falls directly under Energetický a průmyslový holding, a.s., registered in Brno, Czech Republic (EPH Holding). EPH Holding is the second largest player in the energy market in the Czech Republic. The Company funds its expenses through the margin made between the interest received on its loans granted to Group companies and interest paid to bondholders. The parent company and the ultimate shareholder, Energetický a průmyslový holding a.s., referred together as the "Group", is a diversified financial and investment group. Overall, the Group has exposure to the area of natural gas distribution and international gas transmission. The main activities of the Group are corporate investments in the energy and mining sectors. Business review On 18 July 2013, the Company launched a public offering of Euro 500,000, % fixed rate bonds, maturing on 18 July On 10 September 2013, the Company launched its second offering amounting to Euro 250,000, % fixed rate bonds, also maturing on 18 July These were consolidated and now form a single series with the already existing Euro 500,000, % fixed rate bonds issued on 18 July The bonds, in the total amount of Euro 750,000,000 were successfully placed with institutional investors and private clients. On 12 February 2015, the Company launched a public offering of Euro 500,000, % fixed rate bonds, maturing on 12 February The bond was successfully placed with institutional investors and private clients. The successful issuance of the bonds confirmed the confidence of the market in the Group's business model despite current volatility in the financial markets. The bonds and interest outstanding are guaranteed by the Group company, eustream, a.s., Bratislava, Slovak Republic, following the Board of Director's resolutions of 7 June 2013 and 27 January Proceeds from the first bond issue were lent to eustream, a.s. at a 4.12% fixed rate due 18 July 2020 and proceeds from the second bond issue were lent to eustream, a.s. at a 2.90% fixed rate due 12 February Financial risk management The Company has exposure to the following risks arising from financial instruments:! credit risk;! liquidity risk;! market risk. Credit risk Credit risk is the risk of a financial loss to the Company if a counterparty to the financial instrument fails to meet its contractual obligations, and arises principally from the Company's bond investment in Group company. Since the bond investment is receivable from eustream, a.s., one of the Group's companies, credit risk is concentrated at this counterparty. 2

8 Directors' Report (continued) Financial risk management (continued) All funding is obtained on behalf of the Group and passed on directly to eustream, a.s. The management of the Company assesses and reviews risks for Group companies, and does not expect that any Group company will fail to meet its obligations. eustream, a.s. has also provided a guarantee for these amounts. Due to these factors, the credit risk is considered low. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company's approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The liquidity risk is considered negligible since the bonds are effectively covered by bonds receivable of the same amount, and are guaranteed by the Group company eustream, a.s. For more information related to the bonds receivable and bonds refer to Notes 3 and 10. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of the financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameteres, while optimising the return. The market risk is considered negligible as no significant transactions have taken place in foreign currencies, and the nominal interest rates of the loan receivables and bond payables are fixed. The Company is not affected by changes in equity prices. Operational risk Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards or corporate behaviour. Operational risks could arise from all of the Company's operations. Due to the nature of the Company's operations, management is of the opinion that the operational risk is low. The management analyses the environment and regulations and in the case of changes will act accordingly. Capital management The Board's policy is to maintain its capital as minimum capital. The Company is not subjected to externally imposed capital requirements. Working capital As of 31 December 2015, the Company had a working capital of Euro 3,845,451 which amounts to 0.304% of the total assets. The working capital is closely monitored by the management. Future outlook The bonds will mature on 18 July 2020 respectively on 12 February The Directors are of the opinion that the Company will continue to be used as a finance company for the Group and that these activities will be maintained during the next financial year. 3

9 Directors' Report (continued) Directors and directors' interests The directors who held office during the year were as follows: Marek Spurný Nicolaas Scholtens No director resigned or was replaced during The directors who held office at the end of the financial year and at signing of these financial statements had no disclosing interest in the shares or bonds of the Company. By order of the board Amsterdam, 26 February 2016 Marek Spurný Nicolaas Scholtens 4

10 Statement of financial position as at 31 December 2015 Note Assets Bond investment in Group company 3 1,234,695, ,641,988 Total non-current assets 1,234,695, ,641,988 Interests receivable 4 26,354,986 14,180,279 VAT receivable 5-2,612 Prepaid expenses 6-5,000 Cash and cash equivalents 7 2,260, ,084 Total current assets 28,615,009 14,414,975 Total assets 1,263,310, ,056,963 Equity and liabilities Share capital 8 400, ,000 Accumulated result 9 (2,338,494) (2,808,777) Total equity (1,938,494) (2,408,777) Issued bonds 10 1,240,479, ,392,231 Total non-current liabilties 1,240,479, ,392,231 Interests payable 11 24,482,877 12,868,151 Other payables ,356 19,399 Accrued expenses , ,959 Total current liabilites 24,769,558 13,073,509 Total equity and liabilities 1,263,310, ,056,963 The accompanying notes form an integral part of these financial statements. 5

11 Statement of comprehensive income for the year ended 31 December 2015 Note Interest income 15 42,013,743 30,012,565 Interest expense 16 (39,739,726) (28,125,000) Amortisation of issuance costs (1,274,002) (633,798) Net interest income/expense 1,000,015 1,253,767 Other financing costs 17 (475,930) (508,028) General and administrative expenses 18 (54,380) (77,173) Total operating costs (530,310) (585,201) 469, ,566 Result sale participation 1,015 - Other interest income - 8 Bank interest income Interest expense and bank charges (437) (543) Net finance income Result before tax 470, ,783 Withholding Tax - 8,234 Result after tax 470, ,017 Total comprehensive income for the year 470, ,017 The accompanying notes form an integral part of these financial statements. 6

12 Statement of changes in equity for the year 2014 Comprehensive Share capital income for the Total year Balance as at 1 January 2014 Total comprehensive income Profit for the year Total comprehensive income Balance as at 31 December ,000 (3,485,794) (3,085,794) 677, , , , ,000 (2,808,777) (2,408,777) Statement of changes in equity for the year 2015 Comprehensive Share capital income for the Total year Balance as at 1 January 2015 Total comprehensive income Profit for the year Total comprehensive income Balance as at 31 December ,000 (2,808,777) (2,408,777) , ,000 (2,338,494) (1,938,494) The accompanying notes form an integral part of these financial statements. 7

13 Statement of cash flows for the year ended 31 December Cash flows from operating activities Profit/loss before tax 470, ,783 Adjustment for: Interest income (42,013,743) (30,012,565) Bank interest income - (752) Other interest income - (8) Interest expense 39,739,726 28,125,000 Amortisation of issuance costs 1,274, ,798 Cash flows used in operating activities (529,732) (585,744) Change in: Other receivables 7,612 57,907 Other payables 80,956 (178,651) Accrued expenses 366 2,846 Cash generated from operating activities (440,798) (703,642) Interest received bonds 4.12% - 24,965,590 Interest paid bonds 3.75% (28,125,000) (28,125,000) Tax received/paid - 8,234 Interest received 30,445, Net cash flows from operating activities 1,880,096 (3,854,058) Cash flow from investing activities Acquisition of bonds (492,660,000) - Net cash flow used in investing activities (492,660,000) - Cash flow from financing activities Proceeds from issue of bonds 493,900,000 - Repayment of bonds 4.12% - 3,162,000 Issuance costs (1,087,157) (283,952) Net cash flows from financing activities 492,812,843 2,878,048 Net increase in cash and cash equivalents 2,032,939 (976,010) Cash and cash equivalents at the beginning of the year 227,084 1,203,094 Cash and cash equivalents at the end of the year 2,260, ,084 The accompanying notes form an integral part of these financial statements. 8

14 Notes to the financial statements for the year ended 31 December Corporate information SPP Infrastructure Financing B.V. ("the Company") is a private company with limited liability incorporated in the Netherlands on 24 May The Company's registration number is and its registered office is at Schiphol Boulevard 403 Tower C-4, 1118 BK Schiphol, the Netherlands. The principal activity of the Company is to raise funds for the Group through the issue of bonds or other securities. The Company does not perform any research and development activities. The Company's parent company is SPP Infrastructure, a.s., which is incorporated in Bratislava, Slovak Republic. The Company's ultimate parent companies are Slovak National Property Fund (51%), registered in Bratislava, Slovak Republic and Energetický a průmyslový holding, a.s. (49%), registered in Brno, Czech Republic. The Company's financial statements are included in the consolidated financial statements of the parent company as well as of the ultimate parent companies. 2 Significant accounting policies 2.1 Statement of compliance These financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union ("IFRS-EU"). The financial statements were approved by the Board of Directors on 25 February Basis of measurement The financial statements have been prepared on the historical cost basis, unless otherwise indicated. 2.3 Functional and presentation currency The financial statements are presented s, rounded to the nearest whole number. The functional currency of the Company is also the Euro, since most of the Company's assets and liabilites are denominated in this currency. 2.4 Use of estimates and judgements In preparing the financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilites, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised propectively. 2.5 General The financial statements have been prepared on the historical cost basis, unless otherwise stated. An asset is disclosed in the balance sheet when it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the cost of the asset can be measured reliably. A liability is recognised in the balance sheet when it is expected to result in an outflow from the entity of resources embodying economic benefits and the amount of the obligation can be measured with sufficient reliability. If a transaction results in a transfer of future economic benefits and or when all risks relating to assets or liabilities transfer to a third party, the asset or liability is no longer included in the balance sheet. 9

15 Notes to the financial statements for the year ended 31 December 2015 (continued) 2 Significant accounting policies (continued) 2.5 General (continued) Income is recognised in the profit and loss account when an increase in future economic potential related to an increase in an asset or a decrease of a liability has arisen, the size of which can be measured reliably. Expenses are recognised when a decrease in the economic potential related to a decrease in an asset or an increase of a liability has arisen, the size of which can be measured with sufficient reliability. The revenue and expenses are allocated to the period to which they relate. Revenues are recognised when the Company has transferred the significant risks and rewards of ownership of the goods to the buyer. 2.6 Foreign currencies Transactions denominated in currencies other than Euro are recorded at rates of exchange approximating to those ruling at the dates of the transactions. Assets and liabilities denominated in such currencies are translated into Euro using the rate of exchange at the balance sheet date and the gains or losses on translation are included in the profit and loss account. 2.7 Financial instruments Financial instruments include bond investment in Group company, as well as bonds payable to third parties. Financial instruments are initially recognised at fair value, including directly attributable transactions costs. After initial recognition, financial instruments are carried at amortised cost using the effective interest method, less impairment losses. 2.8 Impairment Assets with a long life should be tested for impairment in the case of changes of circumstances arising that lead to an indication that the carrying amount of the asset will not be recovered. The recoverability of assets in use is determined by comparing the carrying amount of an asset with the estimated present value of the future net cash flows which the asset is expected to generate. If the carrying amount of an asset exceeds the estimated present value of the future cash flows, impairment is charged to the difference between the carrying amount and the recoverable amount. 2.9 Shareholders' equity Financial instruments that are designated as equity instruments by virtue of the economic reality are presented under shareholders' equity. Payments to holders of these instruments are deducted from the shareholders' equity as part of the profit distribution. Financial instruments that are designated as a financial liability by virtue of the economic reality are presented under liabilities. Interest, dividends, income and expenditure with respect to these financial instruments are recognised in the profit and loss as financial income or expense Recognition of income and expenses Interest income and expense are determined on the basis of interest earned and charged over the relating periods, according to the accrual method of accounting. Other revenues and expenses are recorded in the period to which they relate. 10

16 Notes to the financial statements for the year ended 31 December 2015 (continued) 2 Significant accounting policies (continued) 2.11 Income tax Income tax comprises the current and deferred corporate income tax payable and deductible for the operating period. Income tax is recognised in the income statements except to the extent that it relates to items recognised directly to equity, in which case it is recognised in equity. Current tax comprises the expected tax payable or receivable on the taxable profit or loss for the financial period, using tax rates enacted or substantially enacted at the reporting date, and any adjustment to the tax payable in respect of previous periods. Deferred tax is provided for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and reduced to the extent that it is no longer probable that the related tax benefit will be realised Financial risk management The Company has exposure to the following risks arising from financial instruments:! credit risk;! liquidity risk;! market risk. Credit risk Credit risk is the risk of a financial loss to the Company if a counterparty to the financial instrument fails to meet its contractual obligations, and arises principally from the Company's bond investment in Group company. Since the bond investment is receivable from eustream, a.s., one of the Group's companies, credit risk is concentrated at this counterparty. All funding is obtained on behalf of the Group and passed on directly to eustream, a.s. The management of the Company assesses and reviews risks for Group companies, and does not expect that any Group company will fail to meet its obligations. eustream, a.s. has also provided a guarantee for these amounts. Due to these factors, the credit risk is considered low. Liquidity risk Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or other financial assets. The Company's approach in managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The liquidity risk is considered negligible since the bonds are effectively covered by bonds receivable of the same amount, and are guaranteed by the Group company eustream, a.s. For more information related to the bonds receivable and bonds refer to Notes 3 and 10. Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Company's income or the value of the financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameteres, while optimising the return. The market risk is considered negligible as no significant transactions have taken place in foreign currencies, and the nominal interest rates of the loan receivables and bond payables are fixed. The Company is not affected by changes in equity prices. 11

17 Notes to the financial statements for the year ended 31 December 2015 (continued) 2.12 Financial risk management (continued) Operational risk Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Company's processes, personnel and from external factors other than credit, market and liquidity risks such as those arising from legal and regulatory requirements and generally accepted standards or corporate behaviour. Operational risks could arise from all of the Company's operations. Due to the nature of the Company's operations, management is of the opinion that the operational risk is low. The management analyses the environment and regulations and in the case of changes will act accordingly. Business environment Netherlands economic and financial markets belong to the most advanced among the developed countries. The legal, tax and regulatory frameworks are generally stable and reputable for its business environment. The financial statements reflect management's assessment of the impact of the Netherlands business environment on the operations and the financial position of the Company. The future business environment may, of course, differ from management's assessment. If the business environment substantially differs in any important aspect including e.g. legal, economic, tax or regulatory framework, the Company would face additional risks and uncertainties that could cause deterioration of the Company's economic situation. Capital management The Board's policy is to maintain its capital as minimum capital. The Company is not subjected to externally imposed capital requirements Statement of cash flows The statement of cash flows is prepared using the indirect method. 3 Bond investment in Group company By Securities Purchase Agreements 1st tranche dated 2 September 2013 and 2nd tranche dated 13 September 2013 the Company and Group company eustream, a.s., Slovak Republic agreed upon a fixed interest rate according to 4.12% per annum due July 18, By Securities Purchase Agreement dated 24 February 2015 the Company and Group company eustream, a.s., Slovak Republic agreed upon a fixed interest rate according to 2.90% per annum due February 10, Amount Effective Date of issue issued interest rate 2 September ,134, % 490,972, ,972, September ,006, % 251,063, ,669, February ,660, % 492,660,000-4 Interests receivable 1,234,695, ,641,988 eustream, a.s., Slovak Republic - notes 4.12% - 1st 9,395,541 9,421,282 eustream, a.s., Slovak Republic - notes 4.12% - 2nd 4,745,994 4,758,997 eustream, a.s., Slovak Republic - notes 2.90% 12,213,451-26,354,986 14,180,279 12

18 Notes to the financial statements for the year ended 31 December 2015 (continued) 5 VAT receivable VAT declaration - 2,612 6 Prepaid expenses - 2,612 Fee review fixed rate guaranteed notes 3.75% - 5,000 7 Cash and cash equivalents - 5,000 ING Bank N.V., the Netherlands - Euro 141, ,556 ING Bank N.V., the Netherlands - Euro 2,118,886 22,528 2,260, ,084 All cash and cash equivalents are at free disposal of the Company. The carrying amount of cash and cash equivalents are a reasonable approximation of fair value. 8 Share capital The authorised share capital comprises 4,000 ordinary shares, each with a par value of Euro 100. The total amount of Euro 400,000 is fully subscribed and paid. The shares are held by SPP Infrastructure, a.s., Slovak Republic as 100% shareholder. 9 Accumulated result Opening balance (2,808,777) (3,485,794) Unappropriated result 470, , Issued bonds (2,338,494) (2,808,777) Issued bonds 1,243,085, ,185,000 Accumulated amortisation 797, ,067 Costs to be amortised (3,403,690) (2,942,836) 1,240,479, ,392,231 13

19 Notes to the financial statements for the year ended 31 December 2015 (continued) 10 Issued bonds (continued) The issued bonds can be summarised as follows: Nominal Coupon Effective Issued Date of issue amount interest rate interest rate amount 18 July ,000, % 3.84% 496,950, September ,000, % 3.84% 252,235, February ,000, % 2.79% 493,900,000 1,243,085,000 SPP Infrastructure Financing B.V. obtained funds from the market through the issuance of bonds. The bonds issued are unconditionally and irrevocably guaranteed by eustream a.s., Slovak Republic, which the Company pays a guarantee fee (Note 17). The bonds issued by SPP Infrastructure Financing B.V. are listed on the Irish Stock Exchange. The bonds issued in 2013 are due on 18 July 2020 and the bonds issued in 2015 are due on 12 February The costs to be amortised in relation to the issued bonds can be summarised as follows: Initial costs in relation to the issuance of bonds (3,654,753) (3,370,801) Accumulated amortisation 711, ,742 (2,942,836) (3,189,059) Additional costs to be amortised (1,087,156) (283,952) Amortisation for the period 626, ,175 Costs to be amortised (3,403,690) (2,942,836) The costs on behalf of the issuance of the fixed rate guaranteed notes 3.75% due on 18 July 2020 are to be amortised over a period of seven (7) years and the costs on behalf of the issuance of the fixed rate guaranteed notes 2.625% due on 12 February 2025 are to be amortised over a period of ten (10) years. 11 Interests payable further to bonds Interests payables further to fixed rate guaranteed bonds 3.75% due ,868,151 12,868,151 Interests payables further to fixed rate guaranteed bonds 2.625% due ,614, Other payables 24,482,877 12,868,151 Other professional services 92,930 4,000 Fee review interim financial statements - 6,958 Management and administration fee 5,221 7,976 Tax consultancy fees 1, General expenses ,356 19,399 14

20 Notes to the financial statements for the year ended 31 December 2015 (continued) 13 Accrued expenses Guarantee fee payable to eustream, a.s. 169, ,288 Audit fee 2014 KPMG, the Netherlands - 7,300 Audit fee 2015 KPMG, the Netherlands 9,135 - Management and administration fee 6,390 8,121 Tax consultancy fees 1,512 1, , ,959 For details on the guarantee fee payable to eustream a.s., refer to note 23. All short-term liabilities are expected to be paid within one year after the balance sheet date. 14 Financial instruments Accounting classifications and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. 31 December 2015 Carrying amount Fair value Loans and Other Total Level 1 Level 2 Level 3 Total receivables financial liabilities Euro Euro Euro Euro Euro Euro Euro Financial assets not measured at fair value Bond investment in Group company Bond investment in Group company 742,140, ,140, ,536, ,536, ,660, ,660, ,809, ,809,032 Financial liabilities not measured at fair value Bonds issued Bonds issued 750,000, ,000,000 (797,535,000) - - (797,535,000) 500,000, ,000,000 (467,400,000) - - (467,400,000) Transfers between Level 1 and 2 There were no transfers from Level 2 to Level 1 in Valuation techniques The valuation technique used in measuring level 2 fair values is market comparison technique. The fair values are based on broker quotes. Similar contracts are traded in an active market and the quotes reflect the actual transactions in similar instruments. 15 Interest income eustream, a.s., Slovak Republic - notes 4.12% - 1st 20,202,305 20,354,775 eustream, a.s., Slovak Republic - notes 4.12% - 2nd 9,597,987 9,657,790 eustream, a.s., Slovak Republic - notes 2.90% 12,213,451-42,013,743 30,012,565 15

21 Notes to the financial statements for the year ended 31 December 2015 (continued) 16 Interest expense Fixed rate guaranteed notes 3.75 % - 1st (18,750,000) (18,750,000) Fixed rate guaranteed notes 3.75 % - 2nd (9,375,000) (9,375,000) Fixed rate guaranteed notes % (11,614,726) - 17 Other financing costs (39,739,726) (28,125,000) Annual fee review fixed rate guaranteed notes 3.75% pro rata (5,000) (45,000) Assignment initial and public rating for eustream, a.s. - (55,000) Provision guarantee of eustream, a.s. bonds (370,000) (369,967) Other professional services (100,930) (38,061) (475,930) (508,028) On 18 July 2013, SPP Infrastructure Financing B.V. issued Euro 500,000, % Guaranteed Notes with a maturity date of 18 July On 10 September 2013, SPP Infrastructure Financing B.V. issued a further Euro 250,000, % Guaranteed Notes due on 18 July 2020, which are consolidated and form a single series with the existing Euro 500,000, % Guaranteed Notes due on 18 July 2020 and issued on 18 July On 12 February 2015, the Company issued Euro 500,000, % Guaranteed Notes with a maturity date of 12 February The obligations of the Company under or in connection with the notes and the contracts entered into by the Company were guaranteed by eustream, a.s. In return SPP Infrastructure Financing B.V. agreed to pay eustream, a.s. a guarantee fee. 18 General and administrative expenses Annual agreed fixed fee (9,075) (7,500) Management and administration fee (30,497) (35,031) Audit fee (2,000) Fee review interim financial statements (1,208) (5,750) Audit fee 2014 (1,533) (7,300) Audit fee 2015 (9,135) - Legal and corporate services - (5,203) Tax consultancy fees (2,002) (1,330) Compliance fee (303) (250) Other professional services (562) (12,465) General expenses (65) (344) 19 Corporate income tax (54,380) (77,173) The applicable tax rate for 2015 is 20% up to Euro 200,000 of the taxable income and 25% above Euro 200,000 of the taxable income. Under Dutch taxation certain income and expenditure are not taxable or tax deductible ("restricted expenses"). The income tax expense for the Company for the year ended 31 December 2015 is nil. The recorded profit of Euro 470,283 can be offset with the negative taxable result of the year 2013 (carry forward). 16

22 Notes to the financial statements for the year ended 31 December 2015 (continued) 20 Directors The Company has two directors as at 31 December The directors received no remuneration for their activities in the Company during the year. Directors and directors' interests The directors who held office during the year were as follows: Marek Spurný Nicolaas Scholtens No director resigned or was replaced since the Company was incorporated. The directors who held office at the end of the financial year and at signing of these financial statements had no disclosing interest in the shares or bonds of the Company. 21 Staff number and exployment costs The Company has no employees and therefore incurred no wages, salaries and related social security charges in Segment reporting An operating segment is a component of an entity that engages in business activities from which it may earn revenue and incur expenses whose operating results are regularly reviewed by the entity's operating decision maker and for which discrete financial information is available. The Company's Board of Directors has been identified as the chief decision maker for the purpose of segmental reporting. The Company has determined that it operates in one segment providing bonds to related parties from funding from issued bonds. The determination is based on the reports reviewed by the Board of Directors in assessing performance, allocating resources and making strategic decisions. Interest income from Group companies exceeded 99 percent of the Company's operating revenue in the year ended 31 December The total revenue from Group companies for the year ending 31 December 2015 was Euro 42,013, Related parties The Company has a related party relationship with its parent company as well as the companies owned by the parent companies (Group companies), either at 31 December 2015 or during the year There were no transactions with related parties that were not on a commercial basis. List of related parties Company eustream, a.s. Nature of the transactions The funds obtained by SPP Infrastructure Financing B.V. from the market by issuing corporate bonds are lent on in the form of intercompany loans/bonds to eustream, a.s. The issued bonds on the Irish Stock Exchange are irrevocably and unconditionally guaranteed by eustream, a.s. for which the Company pays a guarantee fee to eustream, a.s. The summary of transactions with the related party during the year under review is as follows (refer also to Notes 3, 4, 10, 13, 15 and 17 for more details): Non-current and current assets 1,261,050, ,822,267 Bond investment eustream, a.s. (Note 3) 1,234,695, ,641,988 Accrued interests (Note 4) 26,354,986 14,180,279 Non-current liabilities (95,520) - Additional costs to be amortised (Note 10) (95,520) - 17

23 Notes to the financial statements for the year ended 31 December 2015 (continued) 23 Related parties (continued) Current liabilities 169, ,288 Guarantee fee payable to eustream, a.s. (Note 13) 169, , Interest income (Note 15) 42,013,743 30,012,565 Guarantee fee (Note 18) (370,000) (369,967) Company eustream, a.s. Nature of the transactions By notarial deed dated 16 April 2015 the Company incorporated Eastring B.V., established in the Netherlands, and paid the notarial charges in the total amount of EUR 3,985. On 28 April 2015 the Company sold its shares in Eastring B.V. to eustream, a.s. for the amount of EUR 5,000. The difference is booked as result sale participation in the profit and loss account. The summary of transactions with the related party during the year under review is as follows (refer also to Statement of comprehensive income for more details): Net finance income 1,015 - Result sale participation 1,015 - Company EP Investment Advisors, s.r.o. Nature of the transactions Professional services regarding transfer pricing appraisal. The transaction with the related party during the period under review is as follows (refer also to Note 17 for more details): Other professional services (Note 18) - (12,000) 24 Auditor's fees With reference to Section 2:38a (1) and (2) of the Netherlands Civil Code, the fee in relation to the audit of the 2015 financial statements that have been charged by KPMG Accountants N.V. to the Company, amounts to Euro 9,136. KPMG Accountants N.V. was engaged to provide services in relation to comfort letter in regards to the bond issuance on 12 February The fee in relation to this service was Euro 46,585. No other engagement, tax related advisory services, and other non-audit services have been provided by KPMG Accountants N.V. to the Company. 18

24 Notes to the financial statements for the year ended 31 December 2015 (continued) 25 Contingencies and commitments No other contingencies and commitments are applicable as at 31 December Amsterdam, 26 February 2016 Marek Spurný Nicolaas Scholtens 19

25 Other information Subsequent events There were no other material events subsequent to the balance sheet date which would have an impact on the Company's financial statements for the year ended 31 December Profit appropriation The appropriation of the result for the year shall be determined by the shareholders at the general meeting. Distributions may be made only in so far as the Company's net equity exceeds the paid up capital and legal reserves. The net profit for the year was carried forward to the next financial period. 20

26

27

28

29

30

31

32

33

34

35