CONTENTS 1. KEY FIGURES... 3

Transcription

1 INTERIM FINANCIAL REPORT

2 CONTENTS 1. KEY FIGURES SIMPLIFIED CONSOLIDATED INCOME STATEMENT SIMPLIFIED CONSOLIDATED BALANCE SHEET SIMPLIFIED CONSOLIDATED STATEMENT OF CASH FLOW INFORMATION ON CONSOLIDATED NET FINANCIAL DEBT CUSTOMER BASE AND VOLUMES SOLD HIGHLIGHTS OF THE FIRST HALF-YEAR MARKET CONDITIONS OTHER HIGHLIGHTS OF THE HALF-YEAR ANALYSIS OF THE BUSINESS AND CONSOLIDATED INCOME STATEMENT FOR H AND OVERVIEW SALES (UNDER "REVENUE FROM ORDINARY ACTIVITIES" ON THE INCOME STATEMENT) Change in Group revenue Change in revenue by segment GROSS MARGIN Change in Group gross margin GROSS MARGIN BY SEGMENT CURRENT OPERATING INCOME Change in Group current operating income Change in current operating income by segment OPERATING INCOME NET INCOME AND EARNINGS PER SHARE REVIEW OF CASH, CAPITAL AND FINANCIAL DEBT SHAREHOLDERS' EQUITY AND NET FINANCIAL DEBT GROUP CASH FLOW Cash flow from operating activities Cash flows from investing activities Cash flows used in financing activities OUTLOOK POST-CLOSING EVENTS OUTLOOK FOR RISK FACTORS AND RELATED-PARTY TRANSACTIONS RISK FACTORS RELATED-PARTY TRANSACTIONS

3 The notes on the Group's financial statements for H and H were drawn up on the basis of the financial statements prepared in accordance with IFRS standards as adopted by the European Union and in effect for the applicable fiscal years, in accordance with regulation 1606/2002 of 19 July 2002 on international standards. The reader is thus invited to read the following information on the Group's financial position and results together with the Group's audited consolidated financial statements, prepared in accordance with IFRS for the periods ended 30 June 2017 and 30 June KEY FIGURES 1.1. SIMPLIFIED CONSOLIDATED INCOME STATEMENT m H H Revenue from ordinary activities 1 006,1 863,6 Gross margin 148,4 107,1 Current operating income 52,6 43,8 Operating income 31,8 26,9 Financial income / (loss) (6,5) (5,4) Net income from continuing operations 17,0 52,4 Net income 17,0 52,4 3

4 1.2. SIMPLIFIED CONSOLIDATED BALANCE SHEET m 30 June December 2016 Intangible assets 59,2 50,2 Property, plant and equipment 82,4 76,2 Deferred tax assets 57,6 66,5 Other non-current assets 21,6 30,3 Non-current assets 220,7 223,2 Inventory 42,7 38,5 Trade receivables 407,0 413,3 Other current assets 112,9 185,7 Cash and cash equivalents 194,9 368,9 Current assets 757, ,3 TOTAL ASSETS 978, ,5 TOTAL SHAREHOLDERS' EQUITY 203,1 217,5 Other non-current financial liabilities 183,7 182,8 Other non-current liabilities 59,9 59,7 Deferred tax liabilities 0,4 13,1 Non-current liabilities 244,0 255,6 Trade payables 158,8 242,6 Other current financial liabilities 73,7 145,7 Other current liabilities 298,5 368,1 Current liabilities 531,0 756,4 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY 978, , SIMPLIFIED CONSOLIDATED STATEMENT OF CASH FLOW m H H Net cash flow from operating activities (46,9) 86,5 Net cash flows from investing activities (109,4) 22,5 Net cash flow from financing activities (16,2) 49,3 Net change in cash and cash equivalents (172,5) 158,3 Cash and cash equivalents at beginning of year 364,8 32,0 Cash and cash equivalents at end of year 192,3 190,2 4

5 1.4. INFORMATION ON CONSO LIDATED NET FINANCIAL DEBT m 30 June December 2016 Financial debt 257,5 328,5 Financial assets at fair value through profit or loss - - Cash and cash equivalents (194,9) 257,5 (368,9) 328,5 Cash and cash equivalents (gross) (194,9) (368,9) Margin calls paid (5,5) (3,2) Net financial debt 57,1 (43,6) As part of the presentation of its 2016 financial statements, the Group has amended the definition of its net financial debt, an aggregate not defined by accounting standards, and which is not directly visible in the Group's financial statements. This change was intended to reflect a balance between margin calls received and paid in cash in the context of the energy purchases and sales concluded with the Group s counterparties, and their impact on the Group cash and cash equivalents. Net financial debt accordingly corresponds to the difference between financial liabilities (including margin calls received) and gross cash, after taking into account margin calls paid CUSTOMER BASE AND VO LUMES SOLD The key operational data for energy supply activities conducted in France are as follows: Operational data H H Information on number of customers Number of customers at end of period (in thousands) Average number of customers for the period (in thousands) Information on volumes sold Volumes of electricity sold (in Twh) 8,1 7,1 Volumes of gas sold (in Twh) 3,8 2,9 Moreover, the Group had more than 55,000 customers in Belgium at the end of June 2017, with sales amounting to 74 GWh of electricity and 230 GWh of gas. 5

6 2. HIGHLIGHTS OF THE FIRST HALF-YEAR MARKET CONDITIONS Market prices of gas and power fluctuated to varying degrees in H1 2017, after being very volatile in H At the end of H1 2017, forward electricity prices in France settled at over 41/MWh for delivery in 2017 and nearly 37/MWh for delivery in 2018 and 2019, relatively close to the prices seen at the end of In H2 2016, prices had bounced back strongly, particularly from September 2016 onwards, due to the shutdown of several nuclear reactors in France as part of investigations by the Nuclear Safety Authority. Prices even briefly hit 50/MWh in November 2016 for 2017 delivery, before pulling back during December, driven by an improvement in the prospects for a return to service of the reactors that had temporarily been shut down. As the prospects of service resumption were generally confirmed in H1 2017, prices remained relatively stable as a whole. Change in base power prices in France (in /Mwh) between June 2016 and june juin-16 juil.-16 juil.-16 août-16 sept.-16 oct.-16 nov.-16 déc.-16 janv.-17 févr.-17 mars-17 avr.-17 mai-17 juin-17 Cal 17 Cal 18 Cal 19 Source: EEX Gas futures on the PEG North market settled at levels close to 16/MWh at the end of H1 2017, compared with a level close to 19/MWh at the end of Change in gas prices in France (in / Mwh) between june 2016 and june juin-16 juin-16 juillet-16 août-16 septembre-16 octobre-16 novembre-16 décembre-16 janvier-17 février-17 mars-17 avril-17 mai-17 juin-17 Cal 17 Cal 18 CAL 19 Source: Powernext 6

7 This price drop is particularly attributable to the fall in oil prices, due to a slackening of the global supply/demand balance which, accordingly, drove gas prices down OTHER HIGHLIGHTS OF THE HALF-YEAR Ongoing commercial expansion The Group maintained strong growth in its customer portfolio in the first half of At 30 June 2017, the customer portfolio in France stood at nearly 1,789,000 customer sites in electricity and 522,000 customers sites in gas, representing increases of nearly 11% and 15% respectively compared to customer portfolio figures at 31 December 2016, and an average increase of nearly 12% over the half-year. This growth, particularly strong with residential customers, concerned all market segments. At 30 June 2017, the Group supplied more than 385,000 non-residential sites compared to 359,000 at 31 December This continued dynamic rate of growth, following the very high acquisition levels recorded in 2016, is driven by a portfolio of competitive and innovative offers in electricity and gas, the roll-out of several nationwide advertising campaigns, and the continued sponsoring, since 1 January 2016, of SA Vendée Cyclisme, Jean-René Bernaudeau's cycling team, competing under the name "Team Direct Energie". In Belgium, the customer portfolio continued to grow at a rate of around 8% over the half-year. At 30 June 2017, the Group thus had over 55,000 customer sites versus over 50,000 at 31 December Planned acquisition of Quadran On 15 June 2017, the Group announced the start of exclusive negotiations with Lucia Holding for the acquisition of all the Quadran shares, one of the main producers of renewable energies in France. This operation would cover Quadran's onshore wind, solar, hydraulic, and biogas activities in France. Through this acquisition, Direct Energie would firmly establish its position as an integrated global player with a diversified energy production mix and a strategic supply position. Following the recent acquisitions of two gas-fired power plants with a combined capacity of around 800 MW, the Direct Energie Group is moving forward with its vertical integration strategy, in line with its medium -term target of having a diversified production mix that complies with the objectives set by France for its energy transition. This merger would be a major step for the Direct Energie Group to increase its production capacity and secure its future margins against a backdrop of strong commercial growth. At 31 December 2016, the scope targeted by the planned acquisition involved a portfolio with a total gross capacity of around 363 MW (net capacity of 243 MW based on the size of the holding). From January 2017 to end-2018, Quadran is planning to commission 450 MW of new production capacities, mainly through wind turbines (around 2/3 of the capacity) and photovoltaic facilities (around 1/3 of the capacity), for an estimated investment of 530 million, increasing the gross installed capacity to over 800 MW. In addition, Quadran also has significant development prospects, thanks to a pipeline of projects at various stages of maturity, representing around 2,000 MW. Accordingly, the scope targeted by the planned acquisition, which 7

8 involved net financial debt of nearly 265 million at 31 December 2016, should generate EBITDA 1 amounting to over 40 million in 2017, over 60 million in 2018 and over 100 million in The agreed acquisition price under the exclusivity terms for the scope considered on the signing date was around 303 million. This amount comes with an earn-out mechanism of up to 113 million, depending mainly on the pace of commissioning of Quadran's numerous projects currently under construction, due to come on stream from now until mid A maximum of 75 million of this earn-out could be paid through the immediate or future issue of new Direct Energie shares, at a unit price equal to the weighted average share price over the twenty trading days preceding this announcement, i.e per share. On 31 July 2017, Direct Energie and Lucia Holding formally signed the sale and asset contribution agreement relative to 100% of Quadran shares. Under this agreement, and given the pace of commissioning of the projects, the parties decided to recognise part of the earn-out on the signing date, without any change in the breakdown of the acquisition price between the fixed portion and the earn-out, so that the acquisition price on the signing date would be around 344 million, of which 25 million would be paid by January 2018 and 16 million through a Quadran s share contribution in exchange of Direct Energie shares. To finance this transaction, Direct Energie has secured a firm package of credit facilities (subject to the fulfilment of the usual conditions precedent) with BNP Paribas. These credit facilities were syndicated in the summer of 2017, allowing the Group to finance all of its commitments. Furthermore, on 11 July 2017, Direct Energie decided to carry out a capital increase through a private placement. This successfully took place on 17 July 2017, in the amount of around 130 million corresponding to the issue of 2,626,262 new shares (see Section 5.1). This capital increase was mainly aimed at financing part of the Quadran acquisition. The acquisition transaction is expected to be completed by the end of 2017, subject to the fulfilment of the conditions precedent, including the required regulatory approvals, in particular from the Competition Authority, with respect to the merger notification. Decisions of the Competition Authority In a decision dated 21 March 2017, the Competition Authority ordered Engie after implementation of a transaction procedure to pay one hundred million euros in respect of anti-competitive practices upon referral of Direct Energie. These practices pointed out Engie's use of its file of customers eligible to the regulated gas tariffs, held as the historic operator, and its use of its commercial infrastructures dedicated to such tariffs to promote its gas and electricity market offers to individual and small business customers. This was combined with the use of a misleading argument with consumers, whereby Engie claimed it guaranteed greater security of gas supply than its competitors, in order to push its offers. Following a second referral of Direct Energie before the Competition Authority, alleging in particular that Engie used cross-subsidy practices which enabled it to finance its market offers through its public service activity, as well as predatory pricing practices whereby it offered discounts to its regulated tariff customers in order to have 1 Same definition as that given in Note 26.3 to the 2016 consolidated annual financial statements of the Direct Energie Group 2 The historical figures relating to the Quadran Group, included in this half-year financial report, were provided to Direct Energie by the Quadran Group within the framework of the acquisition of the Quadran Group. Estimates and objectives relating to the Quadran Group are based on information made available to Direct Energie by the Quadran Group, as adjusted in light of certain assumptions and estimates deemed reasonable by Direct Energie. The figures and estimates relating to the Quadran Group presented in this half-year financial report have not been audited or subjected to a limited review by the statutory auditors of Direct Energie 8

9 them switch to its market offers, the Competition Authority announced competition concerns on 22 March 2017 and launched a market test on the commitments proposed by Engie. In a decision dated 7 September 2017, the Authority approved Engie's commitments consisting in ensuring the profitability of its gas market offers to residential and non-residential customers before and during their marketing, taking into account all costs incurred. Draft proposals of the Energy Regulation Commission Following the 2016 decisions respectively by the Court of Appeal of Paris and Council of State (Conseil d Etat) for the remuneration of suppliers for services provided on behalf of distribution network operators, the Energy Regulation Commission undertook in the second quarter of 2017 a consultation together with the electricity and natural gas distribution network operators and the suppliers, aimed at gathering their opinions, particularly on the level of compensation to be paid to suppliers for customer management activities performed in the name of and on behalf of the distribution network operators. This consultation led to the adoption on 7 September 2017 of four draft proposals aimed at providing a framework for this supplier compensation. The final adoption of these proposals should take place by the end of Consequently, they had no impact on the consolidated financial statements of the Direct Energie Group for the first half of Implementation of the French capacity mechanism Following the decision of the European Commission in early November 2016 which deemed the capacity market proposed by France to be compatible with European regulations, the French capacity mechanism was formally implemented. Since 1 January 2017, electricity suppliers are required to hold capacity certificates covering the needs of their customer portfolio at the peak of consumption, and electricity producers must obtain certificates, tradable on the market, as they become effectively available. The first capacity auction, which took place on 15 December 2016, resulted in a price of approximately 10,000/MW. The price of the capacity will be passed on to Group customers, in accordance with contractual provisions. Further auctions will take place in H for the years 2018 and In 2018, auctions will take place, in particular to balance the different players in respect of Decision of the European Commission on the Landivisiau project The European Commission has validated, subject to limited conditions, the annual capacity premium to be paid to Compagnie Electrique de Bretagne (a subsidiary 60% jointly held by the Direct Energie Group alongside the Siemens Group) relating to the construction of a gas-fired power plant in Landivisiau. The European Commission considered that this financial measure met the need to strengthen Brittany's electrical system and voltage stability, and that it complied with European Union rules on State subsidies. Compagnie Electrique de Bretagne is now waiting for the processing of the appeals filed against the authorisations of the project, whose construction could start, subject to this condition precedent, in the first half of

10 Direct Energie's shareholding structure At 30 June 2017, the share capital amounted to 4,192,370.50, compared to 4,149,886 at the start of the period. Between 1 January and 30 June 2017, 424,845 new shares were issued by the Company in respect of the exercise of stock options awarded to employees and executive officers of the Company or its subsidiaries. In H1 2017, Direct Energie was informed of the crossing of legal thresholds pursuant to Article L of the French Commercial Code, as a result, inter alia, of the award or loss of double voting rights, described in Section of the 2016 Registration Document. In particular, the Company was informed of the sale by LOV GROUP INVEST of 2,000,000 Company shares to AMS INDUSTRIES on 4 April This acquisition purges the priority right which AMS INDUSTRIES had under the terms of a shareholder agreement between the members of the shareholder concert made up of AMS INDUSTRIES, LOV GROUP INVEST, IMPALA SAS and EBM TRIRHENA AG (see AMF notice 215C0125 of 26 January 2015 and Section of the 2016 Registration Document.) Furthermore, as part of the implementation of its share buyback programme decided by the Board of Directors on 13 December 2016, the Company decided to mandate an investment services company for the acquisition of treasury shares within the limit of 250,000 shares, for the purpose of their cancellation, over the period from 1 February 2017 to 30 June In accordance with the decision of the Combined Shareholders' Meeting of 9 June 2016, the price of the shares purchased was capped at 50 per share. The full 250,000 shares were purchased by the Company between 1 February 2017 and 24 April To the Company's knowledge, no other significant change in the distribution of its share capital or voting rights has taken place since 31 December At the end of H1 2017, the Company's shareholding remains structured around a majority concert made up of Impala SAS, AMS Industries, EBM Trirhena AG and Lov Group Invest, representing some 70% of Direct Energie's capital, breaking down as follows: Shareholders Numbers of shares held % of share capital Number of voting rights** % of voting rights IMPALA SAS AMS INDUSTRIES LOV GROUP INVEST EBM TRIRHENA AG MAIN CONCERT LUXEMPART Management and others Treasury shares Free float* TOTAL ,41% ,74% ,33% ,98% ,90% ,36% ,94% ,31% ,59% ,39% ,00% ,26% ,71% ,89% ,61% ,38% ,09% ,08% % % * Calculated using the definition of the Euronext indexes (i.e. excluding: interests over 5% except mutual funds and retirement f unds and interests held by executives, managers, employees via an FCPE mutual fund, shareholders bound by an agreement, the state, and treasury shares). ** Number of theoretical voting rights determined according to the status of the shareholders in the books held by CACEIS as at 31 July

11 3. ANALYSIS OF THE BUSI NESS AND CONSOLIDATED INCOME STATEMENT FOR H AND 2016 Analysis of the business and the consolidated income statement is performed at two levels for revenue, gross margin and current operating income. It is first conducted at Group level, then for the operating segments and their various geographic regions. Operating profit and net income are only analysed at Group level OVERVIEW m H H Change in value Change in % Revenue from ordinary activities 1 006,1 863,6 142,5 16,5% Gross margin 148,4 107,1 41,3 38,6% Current operating income 52,6 43,8 8,8 20,1% Operating income 31,8 26,9 4,9 18,2% Financial income / (loss) (6,5) (5,4) (1,1) 20,9% Net income from continuing operations 17,0 52,4 (35,5) -67,7% Net income 17,0 52,4 (35,5) -67,7% Compared with the first half of 2016, H saw a 16.5% increase in revenue from ordinary activities including the Energy Management Margin, reaching 1,006.1 million, due to the increase in energy volumes sold combined with the Group's strong commercial development, and the sharp rise in the contribution of the Group's generation assets, recognised under Energy Management Margin, as a result of improved market conditions in H1 2017, and the acquisition of the Marcinelle power plant at the end of Moreover, current operating income rose by more than 20% between the two periods, settling at 52.6 million (up 8.8 million), confirming the relevance of the Group's vertical integration strategy. This increase is attributable to the significant contribution of the Group's generation assets, which accounted for nearly 45% of the half-year's current operating income, while the contribution of the Bayet power plant had been negative in H Following the recording of several non-recurring impacts in H1 2016, the current operating income from the sale of gas and electricity decreased. Net income thus amounts to 17.0 million, down (35.5) million compared to the first half of This drop was mainly due to the recognition of deferred tax of nearly 34.5 million in H1 2016, due to the additional recognition of tax loss carry forwards associated with the Group's future earnings forecasts, and the impact of the net change in deferred taxes on temporary differences recognised during the period. In H1 2017, deferred taxes conversely amounted to an expense of nearly (5.5) million. 11

12 3.2. SALES (UNDER "REVENUE FROM ORDINARY ACTI VITIES" ON THE INCOME STATEMENT) CHANGE IN GROUP REVENUE m H H Change in value Change in % Revenue from ordinary activities 1 006,1 863,6 142,5 16,5% Group revenue, including the Energy Management Margin, amounted to 1,006.1 million in H1 2017, up by million, i.e. 16.5%. This increase is attributable to the growth in the electricity and gas supply business in France, reflecting the Group's ongoing commercial development and the sharp increase in its production segment, whose net contribution is recognised under the Energy Management Margin, and which benefited during the half-year from the impact of the acquisition of the Marcinelle power plant at the end of CHANGE IN REVENUE BY SEGMENT m H H Change in value Change in % Commercial Trade 967,7 858,4 109,3 12,7% Of which France 947,7 842,9 104,9 12,4% Of which Belgium 20,0 15,5 4,5 28,8% Production 38,4 5,2 33,2 638,4% Of which France 28,9 5,2 23,7 455,9% Of which Belgium 9,5-9,5 n.a. Revenue from ordinary activities 1 006,1 863,6 142,5 16,5% Supply business The commercial trade segment s contribution to revenue for the half-year totalled million, up million compared to the first half of This increase is attributable for the most part to the gas and electricity supply business in France, in which revenue rose significantly to million compared with million in H1 2016, i.e. a 12.4% increase. The Group's sales dynamic has allowed it to further expand its customer portfolio via a sustained pace of acquisitions, amounting to nearly 330,000 electricity sites and nearly 107,000 gas sites, showing an average increase of +16% compared to H1 2016, which had benefited from significant "Major Account" customer acquisitions (industrial and commercial multi-sites, and public authorities), following the termination of "yellow" and "green" regulated tariffs on 31 December Buoyed by these acquisitions, the customer portfolio at 30 June 2017 was nearly 1,789,000 sites for electricity, an increase of 25% compared to 30 June 2016, and 522,000 sites for gas, up 33%. The average customer portfolio over the first half of 2017 thus increased by more than 27% compared to the first half of This growth in the customer portfolio directly contributed to the increase in the volumes of electricity and gas sold, being respectively 8.1 TWh, an increase of 14% compared to H1 2016, and 3.8 TWh, up 30%. As average temperatures were relatively close to normal seasonal levels and to those recorded in H1 2016, the lower growth in volumes delivered compared to the growth of the electricity customer portfolio is mainly due to the decrease of "yellow" and "green" customers in the "Major Account" segment in the acquisitions, compared to H which had benefited from the impact of the termination of regulated tariffs in that segment. These customers, 12

13 whose unit consumption is much higher than those of individual customers, had thus contributed to an increase of nearly 93% in volumes sold in H compared to H1 2015, significantly higher than the increase in the customer portfolio over that period. However, revenue from electricity supply suffered an unfavourable change in regulated tariffs applicable from 1 August 2016, which led to a fall of 0.5% in the residential "blue" customer segment and 1.5% in the non - residential "blue" customer segment. In H1 2017, this had a negative impact on revenue associated with customers benefiting from offers indexed to regulated tariffs. In contrast, regulated tariffs on gas increased by an average of 4.5% between H and H1 2017, in line with the fluctuations of gas market prices and, to a lesser extent, oil market prices, main components of the formula used to update the regulated tariffs. Lastly, in France, the revenue for the first half of 2017 was impacted by the ending of the service agreement contract with Enedis (formerly ErDF) on 30 September This contract represented revenue of over 21.5 million in H Revenue from the gas and electricity supply business in Belgium amounted to 20.0 million in H1 2017, up 4.5 million compared to H1 2016, reflecting the ongoing growth in the customer portfolio. This portfolio comprised over 55,000 sites at the end of H1 2017, versus 48,000 sites at the end of June The volumes sold increased accordingly, with 74 GWh of electricity and 230 GWh of gas compared to 50 GWh and 190 GWh respectively in H Production Segment Following the acquisition on 30 December 2015 of Marcinelle Energie, a company which operates a combined cycle gas turbine (CCGT) power plant with an installed capacity of 400 MW in Charleroi, Belgium, the H Production segment's revenue includes that company's first net contribution, recorded under Energy Management Margin. It amounts to 9.5 million. Moreover, the net contribution of the Bayet power plant sharply increased, rising from 5.2 million to 28.9 million under the direct effect of rising spreads captured in the hedging transactions, in accordance with the Group's vertical integration strategy, as a result of the sharp rise in electricity prices observed in H and Q1 2017, compared with the first half of In addition, the power plant benefited from the introduction of the capacity market as from 1 January As in 2016, other production assets under development have not had a material impact on revenue in the segment in the first half of

14 3.3. GROSS MARGIN m H H Change in value Change in % Revenue from ordinary activities 1 006,1 863,6 142,5 16,5% Cost of sales (857,6) (756,5) (101,2) 13,4% Gross margin 148,4 107,1 41,3 38,6% CHANGE IN GROUP GROSS MARGIN The Group's gross margin amounted to million in H1 2017, up by 41.3 million, i.e. 38.6%. This increase is attributable to the very sharp rise in the contribution of the Production segment, as well as the growth of the commercial trade segment GROSS MARGIN BY SEGM ENT m H H Change in value Change in % Commercial Trade 112,6 103,2 9,4 9,1% Of which France 110,5 101,2 9,4 9,3% Of which Belgium 2,1 2,1 0,0 0,9% Production 35,8 3,8 31,9 834,1% Of which France 27,7 3,8 23,8 622,4% Of which Belgium 8,1-8,1 n.a. Gross margin 148,4 107,1 41,3 38,6% Commercial trade segment The commercial trade segment contributed million to the gross margin, up 9.4 million compared with H (+9.1%). This increase is mainly attributable to the gas and electricity supply business in France, where the gross margin continued to rise, going from million in H to million in H (+9.3%), under the combined effects of growth in the customer portfolio and volumes sold, taking into account the recognition of nonrecurring items in the financial statements of H The gross margin of the electricity supply business was thus penalised by the ending of the service agreement contract with Enedis (formerly ErDF) on 30 September This contract had contributed over 21.5 million to the gross margin in H In addition, the fall in regulated sales tariffs, applicable from 1 August, led to a fall of 0.5% on the residential "blue" customer segment and 1.5% on the non-residential "blue" customer segment, with the full impact being felt in H These two impacts more than offset the positive impacts of the growth in the portfolio and volumes sold, against the backdrop of less favourable market prices than in H1 2016, in terms of sourcing optimisation for the electricity supply business in France. Concerning gas supply, in H1 2016, this activity had been negatively impacted by the recognition of a provision for loss-making contracts amounting to 33.0 million on the gas interconnection capacity secured by the Group between Belgium, the Netherlands and France, in light of the current regulatory environment and a bleak outlook for favourable developments in the short-term. The comparable positive impact in 2017 was partly offset by (i) the introduction on 1 July 2016 of the new formula for the calculation of the regulated gas tariffs laid down by the Energy Regulation Commission which translated, by reducing the commercial costs taken into account, in a decrease of the Group's economic space with customers whose offers are indexed to these regulated tariffs, with the full impacts of this change being felt in 14

15 H1 2017, and (ii) much less favourable market price environment for gas than in H1 2016, in terms of sourcing optimisation, thereby affecting the unit margins recorded for that activity. In Belgium, the gross margin of the electricity and gas supply business remained stable in H compared to H1 2016, standing at 2.1 million. The ongoing growth in the customer portfolio and volumes sold, in a highly competitive environment, was in particular offset by less favourable market prices environment than in H1 2016, in terms of sourcing optimisation. Production Segment The Production segment's gross margin amounted to 35.8 million in H1 2017, up 31.9 million compared to H1 2016, due to the acquisition of the Marcinelle power plant in Belgium (+ 8.1 million), and the increase in the net contribution of the Bayet power plant ( million), as a direct result of the change in the spreads captured in internal hedging transactions, performed at market prices between the various segments, in a market that was highly favourable to gas thermal plants CURRENT OPERATING INCOME m H H Change in value Change in % Gross margin 148,4 107,1 41,3 38,6% Personnel expenses (19,3) (17,2) (2,1) 12,1% Other operating income and expenses (60,9) (31,5) (29,4) 93,2% Depreciation and amortisation (15,7) (14,6) (1,1) 7,6% Current operating income 52,6 43,8 8,8 20,1% CHANGE IN GROUP CURRENT OPERATING INCOME The Group's current operating income amounted to 52.6 million in H1 2017, up 20.1 % over the period. This growth was mainly attributable to the Production segment, the commercial trade segment s contribution showing a decrease due to higher operating expenses linked in particular to the impact of non-recurring items in

16 CHANGE IN CURRENT OPERATING INCOME BY SEGMENT m H H Change in value Change in % Commercial Trade 28,7 47,7 (19,0) -39,8% Of which France 32,1 50,4 (18,3) -36,3% Of which Belgium (3,3) (2,7) (0,7) 25,8% Production 23,9 (3,9) 27,8-717,6% Of which France 19,8 (3,9) 23,7-612,3% Of which Belgium 4,1-4,1 n.a. Current operating income 52,6 43,8 8,8 20,1% Commercial trade segment The commercial trade segment contribution to current operating income amounted to 28.7 million, down (19.0) million compared to the first half of This was mainly attributable to the supply business in France, for which current operating income amounted to 32.1 million in H versus 50.4 million in H (down 18.3 million), impacted by positive non-recurring items. The increase in this activity's operating expenses in H thus exceeded that of the gross margin for the period. Employee expenses in the commercial trade segment in France increased by (0.3) million. Following both the strengthening of the sales teams in 2015 to effectively address the scheduled termination of regulated tariffs for some business customers on 31 December 2015, and the build-up of the customer service team to support the customer portfolio s growth, the increase in the segment's workforce remained limited, reflecting the productivity efforts made by the Group to control its payroll expenses and ensure the activity's ongoing profitable growth. Other operating income and expenses totalled (49.4) million for H compared to (22.0) million in H1 2016, an increase of (27.3) million. After signing an amendment to its distribution contract with GRDF in the second quarter of 2016, including the implementation of the principle that the natural gas supplier should not assume outstanding delivery costs incurred by the distribution network operator (GRDF), both in the future and for the past, as established by the decision of CoRDiS on 19 September 2014, GRDF reimbursed the Group almost 10 million in H for unpaid distribution costs prior to 31 December Restated for this non-recurring impact, the change in other operating income and expenses between H and H amounted to ( 17.3) million, mainly explained by: - An increase of (2.6) million in marketing expenses because of the intensification of advertising campaigns and the ramp-up of the Group's digital presence, already initiated in 2016, to support the Group's ongoing growth; - A rise of (8.6) million in external service provider expenses, mainly related to the management of the residential customer portfolio which grew significantly between H and H1 2017, as well as the implementation during the period of the invoicing associated with the tariff regularisation decided by the public authorities in H2 2016, and lastly, advisory expenses incurred for various acquisitions projects (including Quadran) the Group worked on during the half-year. - The impact of bad debts net of changes in provisions amounting to (13.6) million over the period compared to (4.7) million for the same period in 2016, excluding the impact of the GRDF reimbursement in This increase, which followed on from excellent operational performance in H1 2016, is attributable to (i) ongoing growth in the Group's customer portfolio, and (ii) the impact of bad debts associated with the Domestic Tax on the End Consumption of Electricity (TICFE) payable by the Group, while bad debts associated with the previous tax (Contribution to the Public Electricity Service (CSPE), which the TICFE replaced) were recoverable. Due to the fact that the tax came into force on 1 January 2016, the bad debts related to this tax were gradually recognised in 2016, once the 16

17 corresponding amounts had become due, thereby resulting in a comparable negative effect between H and H The negative impact of amortisation on the segment's current operating income in the period remained stable compared to H Current operating income for the commercial trade segment in Belgium totalled (3.3) million for the period, versus (2.7) million in This deterioration, despite a stable gross margin, reflects ongoing efforts to gain market share which required direct investments, in particular in marketing and sales, des pite the significant pooling of support and sales functions. Production segment The current operating income amounted to 23.9 million in H compared to a loss of (3.9) million in H This growth is attributable to the good performance of the Group's power plants in a market which is favourable to gas thermal plants, in line with the vertical strategy that relies on internal sales at market price between the different segments and also the control of recurring management and maintenance expenses of these production assets OPERATING INCOME m H H Change in value Change in % Current operating income 52,6 43,8 8,8 20,1% Change in fair value of financial derivatives operational in nature (20,8) (16,8) (4,0) 24,0% Disposals of non-current assets 0,0 (0,0) 0,0-115,9% Impairment of non-current assets - (0,1) 0,1-100,0% Income and expenses related to changes in scope of consolidation n.a. Operating income 31,8 26,9 4,9 18,2% The change in the fair value of energy derivative financial instruments that are operational in nature represented an expense of (20.8) million in H compared to an expense of (16.8) million in H In H1 2017, this change was mainly due to the unwinding of electricity futures which had a positive fair value at 31 December 2016, as prices on the electricity market at 30 June 2017 were relatively close to those observed at 31 December In H1 2016, this change was directly related to the marked decrease in the fair value of Gas derivative financial instruments, especially associated with the unwinding of gas-oil hedging swaps over the period, whose fair value was strongly positive at 31 December Other non-current items were insignificant in H and H Given these factors, operating income for H amounted to 31.8 million versus 26.9 million for H

18 3.6. NET INCOME AND EARNI NGS PER SHARE m H H Change in value Change in % Operating income 31,8 26,9 4,9 18,2% Cost of net debt (6,2) (5,2) (1,0) 18,5% Other financial income and expenses (0,3) (0,1) (0,2) 112,7% Financial income / (loss) (6,5) (5,4) (1,1) 20,9% Corporate income tax (8,5) 30,5 (39,0) -127,8% Share of net income from companies accounted for by the equity method 0,1 0,3 (0,2) -59,3% Net income from continuing operations 17,0 52,4 (35,5) -67,7% Net income from discontinued operations n.a. Net income 17,0 52,4 (35,5) -67,7% of which Net income, Group share 17,0 52,4 (35,5) -68% of which Net income, minority interests n.a. The change in net financial loss, which deteriorated from a net expense of (5.4) million in H to a net expense of (6.5) million in H was mainly due to (i) the issue of a third private placement bond in a single tranche of 68 million, bearing interest at the rate of 3.25%, during Q4 2016, (ii) the costs associated with th e set-up of credit facilities in Q to secure the acquisition of Quadran, and (iii) a drop in the Group's interest income due to persistently low interest rates. These various items more than offset the impact of the drop in the short-term financing used by the Group over the period compared to H In the first half of 2016, in a context of a significant increase in margin calls related to the fall in wholesale electricity prices, the Group had drawn down short-term credit lines, including shareholder loans for 55 million, which were repaid during the fourth quarter of 2016, and a credit line with the Group's energy market clearer for 55 million, with a significant impact on the Group's interest expense. Current taxes for the period amounted to (3.0) million, versus (4.0) million in H1 2016, directly due to the change in the pre-tax income of the tax consolidation group of which Direct Energie is the parent company, and taking into account the use of tax loss carry forwards. Deferred tax amounted to an expense of (5.5) million for the period, mainly due to the utilisation of tax loss carry forwards, as the Group did not modify its timeline for the recognition of tax loss carry forwards in relation to 31 December In H1 2016, the Group had recognised deferred tax income of 34.5 million due, on the one hand, to the additional use of tax loss carry forwards associated with the Group's expected future earnings over the period extending from the second half-year 2016 until 2018 for an amount of 14.0 million, and on the other hand, the net change in deferred taxes on temporary differences recognised over the period for an amount of 20.5 million. For H1 2017, the share of net income from companies accounted for by the equity method remained insignificant at 0.1 million compared to income of 0.3 million for H Consolidated net income for the first half of 2017 thus amounted to 17.0 million compared to a profit of 52.4 million for H H H Change in value Change in % Net income (millions of euros) 17,0 52,4 (35,5) -67,7% Average outstanding shares (in millions) 41,6 40,9 0,7 1,7% Average diluted outstanding shares (in millions) 44,0 43,2 0,8 1,8% Earnings per share (in euros) 0,41 1,28 (0,9) -68,2% Diluted earnings per share (in euros) 0,39 1,21 (0,8) -68,2% 18

19 Under the effects of a fall in the Group's net income, a slight increase in the average number of shares outstanding and average diluted number of shares outstanding, earnings per share and diluted earnings per share at 30 June 2017 amounted to 0.41 and 0.39 per share respectively. 19

20 4. REVIEW OF CASH, CAPI TAL AND FINANCIAL DEBT 4.1. SHAREHOLDERS' EQUITY AND NET FINANCIAL DEBT At 30 June 2017, Group shareholders' equity amounted to million, down (14.4) million compared to 31 December This change is mainly due to: - the payment of dividend of a nominal amount of 0.25 per share, decided by the General Meeting of 30 May 2017, on proposal of the Board of Directors, for a total of (10.4) million; - the buyback of shares for cancellation, for a total of (8.8) million; - capital increases totalling 4.2 million resulting from the exercise of stock options; - net income for the period amounting to 17.0 million; - the change in the fair value (net of tax) of hedging derivatives related to the load curve of the Group's electricity customers ( (17.8) million), recorded directly under other comprehensive income in accordance with IFRS, and mainly related to the unwinding, during the period, of derivatives with a positive fair value at 31 December Excluding the impact of the fair value of hedging derivatives, Group shareholders' equity amounted to million, up 3.3 million compared to 31 December As part of the presentation of its 2016 financial statements, the Group has amended the definition of its net financial debt, an aggregate not defined by accounting standards, and which is not directly visible in the Group's financial statements. This change was intended to reflect a balance between cash margin calls received and paid in the context of the energy purchases and sales that the Group concludes with its counterparties and their impact on the Group's cash and cash equivalents. Net financial debt accordingly corresponds to the difference between financial liabilities (including margin calls received) and gross cash, after taking into account margin calls paid. At 30 June 2017, net debt amounted to 57.1 million compared to (43.6) million at end This change in net financial debt was mainly attributable to the negative impact of the change in the Group's working capital requirement over the half-year, due directly to the seasonal nature of its gas and electricity supply business. 20

21 4.2. GROUP CASH FLOW During the first half-years 2016 and 2017, changes in the Group's cash position was as follows: m H H Income before taxes and financial expenses 32,0 27,3 Non-cash items 47,8 63,5 Change in working capital requirement (126,7) (4,2) Net cash flow from operating activities (46,9) 86,5 Property plant and equipment (30,5) (16,5) Fixed financial assets (78,9) 39,0 Changes in scope - - Net cash flows from investing activities (109,4) 22,5 Change in borrowings 1,1 56,6 Net financial expenses (2,2) (2,3) Treasury shares (8,8) 0,0 Other flows (6,2) (5,1) Net cash flow from financing activities (16,2) 49,3 Net change in cash and cash equivalents (172,5) 158,3 Cash and cash equivalents at beginning of year 364,8 32,0 Cash and cash equivalents at end of year 192,3 190, CASH FLOW FROM OPERATING ACTIVITIES m H H Consolidated net income 17,0 52,4 Tax expenses/income 8,5 (30,5) Financial income / (loss) 6,5 5,4 Income before taxes and financial expenses 32,0 27,3 Depreciation and amortisation 15,7 14,6 Impairment - 0,1 Provisions and impairment losses 4,7 31,4 Effect of changes in consolidation scope and other gains and losses (0,0) 0,0 Expenses related to share-based payments 1,4 0,9 Change in fair value of financial instruments 26,5 16,8 Other financial items with no cash impact (0,3) 0,0 Share of income from associates (0,1) (0,3) Items with no cash impact 47,8 63,5 Income tax paid (4,2) - Change in working capital requirement (122,5) (4,2) Net cash flow from operating activities (46,9) 86,5 Between the first half-year 2016 and the first half-year 2017, cash flow from operating activities fell by (133.4) million to stand at (46.9) million at 30 June This is mainly due to the negative change in working capital requirements, which amounted to (122.5) million in H versus (4.2) million in H

22 This negative change in working capital requirements is directly related to: - the gradual reversal of the unwinding of calendar forwards recorded at the 2016 year-end, while they were replaced with quarterly and monthly products, as well as the impact of the unwinding of these quarterly products in H This cascading mechanism, which had no impact on the period's net income in the Group's consolidated financial statements, had a negative cash impact of (33.2) million in H1 2017; - the seasonal nature of the Group's commercial trade segment, which tends to increase the need for working capital in the first half-year. Residential customers are predominantly annualised. The Group collects payments on a straight-line basis, according to their payment plan, until the balance invoice, while energy purchases are mostly settled within the month following delivery. The working capital requirement associated with trade payables thus increased by (83.9) million over the half-year. In H1 2016, this seasonal impact had been partly offset by a change in regulations which introduced, as of 1 January 2017, the Domestic Tax on the End Consumption of Electricity (TICFE), payable by the Group on a quarterly basis each 25 th day of the month following the end of each quarter, replacing the Contribution to the Public Electricity Service (CSPE) which, prior to that date, was paid on a monthly basis, thereby contributing to the relative stability of working capital requirements over the period (- 4.2 million). In 2017, the items with no cash impact mainly consisted of depreciation and amortisation expenses ( (15.7) million), and the negative change in the fair value of financial instruments amounting to (26.5) million. This change is mainly due to the unwinding of electricity futures, whose fair value was positive at 31 December Other than depreciation and amortisation expenses, non-cash items in 2016 mainly included a charge to a provision for a loss-making contract of 33.0 million relating to gas transport capacities reserved by the Group between Belgium, the Netherlands and France, and the impact of the negative change in fair value of financial instruments totalling (16.8) million. This was attributable to the sharp decrease in fair value of Gas derivatives financial instruments related, in particular, to the unwinding over the period of gas-oil hedging swaps, whose fair value was strongly positive at 31 December

23 CASH FLOWS FROM INVESTING ACTIVITIES m H H Acquisition of fixed assets (30,5) (16,5) Disposals of fixed assets 0,0 - Property plant and equipment (30,5) (16,5) Change in deposits and guarantees (68,7) 35,6 Acquisition of available-for-sale securities - - Change in financial assets - - Net change in loans originated by the Company (10,2) 3,4 Fixed financial assets (78,9) 39,0 Acquisition of shares in companies not fully consolidated - - Acquisition of subsidiary, net of cash acquired - - Loss of control of subsidiaries net of cash and cash equivalents sold - - Changes in scope - - Net cash flows from investing activities (109,4) 22,5 Net cash flows from investing activities changed significantly between H and H1 2016, primarily as a result of the change in the Group's position in cash security deposits made in particular with external group counterparties as part of transactions relating to the purchase and sale of energy. During H1 2017, these cash flows amounted to (109.4) million, mainly due to: - acquisitions of fixed assets for (30.5) million, comprising higher customer acquisition costs, reflecting the growing pace of commercial acquisitions, and capital expenditures for the Bayet thermal power plant, as part of a major periodic maintenance operation, in accordance with the technical specifications laid down during the initial construction process; - a (68.7) million change in deposits and guaranties received from counterparties (including the clearing house ABN), with whom the Group concludes energy purchase and sale transactions to source the customer portfolio load curve. This change was mainly due to the delivery during the period of energy volumes covered by deposits received at the end of 2016, which resulted in the return of associated deposits and guarantees. - The net change in the loans issued by the Company, amounting to (10.2) million, mainly related to the equity-accounted interests in Direct Energie EBM Entreprises and Compagnie Electrique de Bretagne. In H1 2016, these cash flows amounted to 22.5 million, primarily due to: - acquisitions of fixed assets for (16.5) million, mainly comprising increased customer acquisition costs reflecting commercial acquisitions; - the Group's recovery of 35.6 million in deposits and guarantees paid at the end of 2015 to the clearing house ABN and the other counterparties with which the Group carries out energy purchase and sale transactions to supply its customer portfolio. This positive impact on the Group's cash flow was mainly due to the changes in commodity market prices in H1 2016, and energy deliveries and forward purchase transactions conducted during the period. 23