ZSE Group. Investor presentation September 2018

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1 ZSE Group Investor presentation September 2018

2 Disclaimer THIS PRESENTATION IS NOT AN OFFER OR SOLICITATION OF AN OFFER TO BUY OR SELL SECURITIES. IT IS SOLELY FOR USE AT AN INVESTOR PRESENTATION AND IS PROVIDED AS INFORMATION ONLY. THIS PRESENTATION DOES NOT CONTAIN ALL OF THE INFORMATION THAT IS MATERIAL TO AN INVESTOR. BY ATTENDING THE PRESENTATION OR BY READING THE PRESENTATION SLIDES YOU AGREE TO BE BOUND AS FOLLOWS: The information presented herein is an advertisement and does not comprise a prospectus for the purposes of EU Directive 2003/71/EC (as amended) (the Prospectus Directive). Any security, investment or investment activity to which this presentation relates should be made solely on the basis of the final base prospectus prepared in connection with the offering of securities by the Issuer, which will be made available in accordance with the Prospectus Directive. The distribution of this presentation and other information in connection with the issue of securities by the Company in certain jurisdictions may be restricted by law and persons into whose possession this presentation or any document or other information referred to herein comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This presentation and any materials distributed in connection with this presentation are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. The Company does not accept any liability to any person in relation to the distribution or possession of this presentation in or from any jurisdiction. This presentation and the information contained herein are not an offer of securities for sale in the United States and are not for publication or distribution to US persons (within the meaning of Regulation S under the United States Securities Act of 1933, as amended (the Securities Act)). The Notes discussed in this presentation have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered within the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes will be offered, sold or delivered outside the United States to persons who are not US persons (as defined in Regulation S under the Securities Act (Regulation S)) in offshore transactions in reliance on Regulation S and in accordance with applicable laws. Any failure to comply with the foregoing restrictions may constitute a violation of US securities laws. This presentation does not constitute an offer or an agreement, or a solicitation of an offer or an agreement, to enter into any transaction (including for the provision of any services). No assurance is given that any such transaction can or will be arranged or agreed. Before entering into any transaction, you should consider the suitability of the transaction to your particular circumstances and independently review (with your professional advisers as necessary) the specific financial risks as well as the legal, regulatory, credit, tax and accounting consequences. This document does not disclose all the risks and other significant issues related to an investment in any securities/transaction. Prior to transacting, potential investors should ensure that they fully understand the terms of any securities/transaction and any applicable risks. This presentation is being distributed to, and is directed only at (i) persons who are outside the United Kingdom; or (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (iv) any other persons to whom it may otherwise lawfully be communicated or caused to be communicated (all such persons in (i) to (iv) together being referred to as Relevant Persons). Any security, investment or investment activity to which this presentation relates will only be available to and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this presentation or any of its contents. MIFID II product governance Solely for the purposes of each manufacturer s product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Note (by either adopting or refining the manufacturers target market assessment) and determining appropriate distribution channels. The information contained in this document has not been independently verified. No representation, warranty or undertaking, expressed or implied, is or will be made by the Company or any of Citigroup Global Markets Limited or UniCredit Bank AG or their respective affiliates, advisers or representatives (collectively, the Joint Bookrunners) or any other person as to, and no reliance should be placed on, the truth, fairness, accuracy, completeness or correctness of the information or the opinions contained herein (and whether any information has been omitted from the presentation). Each Joint Bookrunner and, to the extent permitted by law, the Company and each of their respective directors, officers, employees, affiliates, advisers and representatives disclaims all liability whatsoever (in negligence or otherwise) for any loss, however arising, directly or indirectly, from any use of this presentation or its contents or otherwise arising in connection with this presentation. 2

3 Content 1. Slovakia country overview 2. ZSE at a glance 3. Distribution business 4. Sales business 5. Key highlights A Apendix 3

4 Slovakia country overview

5 Slovakia: solid and growing economy Real GDP Growth (%)* Credit Rating Agency Rating Outlook S&P A+ Stable Moody s A2 Positive Fitch A+ Stable PO ZA TN BB KE BA TT NR Bratislava 5 *Source: Actuals Eurostat; Forecast European Commission Spring & Summer forecasts

6 Slovakia: national debt Public debt over GDP (%)* Capital: Type of government: Membership in: Currency: Area: Population: Time zone: Bratislava Parliamentary system EU, Schengen Area, OECD, WTO, NATO EURO 49,035 km2 5.4 million GMT + 1 hour Proven positive trend in public debt over GDP since 2014, while future decline also forecast for following years 6 *Source: Actuals Eurostat; Forecast European Commission Spring 2018 forecast

7 Slovakia: power market overview Power Market Overview Power Distribution (2017) Regulatory Authority RONI (Independent authority) Generation Partly regulated SE (33% Enel, 33 % EPH, 34% State), Others Transmission Regulated SEPS (100% State owned) 28% of connection points 26% of connection points Distribution Regulated ZSE, SSE, VSE, other local DSOs with marginal impact. 46% of connection points Supply Partly regulated ZSE SSE VSE ZSE, VSE, SSE, others ZSE is the largest electricity Distribution System Operator (DSO) in Slovakia ZSE is a natural monopoly in its respective territory with over 95 years of history 7

8 Slovakia: growth in electricity consumption Development of electricity consumption (in TWh)* Electricity consumption growth* & GDP growth** Electricity consumption growth rate GDP growth rate Economic growth driving the increase in electricity consumption in Slovakia *Source: Ministry of Economy **Source: Actuals Eurostat; Forecast European Commission Spring 2018 forecast 8

9 ZSE at a glance

10 ZSE shareholder structure Slovak Republic E.ON Legend: Ownership % 51% Holding 49% Západoslovenská energetika, a.s. 100% 100% various DSO Západoslovenská distribučná, a.s EBITDA: 175m (88% of total) Supply business ZSE Energia, a.s EBITDA: 14m (7% of total) Other companies (100%) ZSE Business Services, ZSE Development, ZSE Elektrárne, ZSE Energy Solutions, ZSE MVE Minority Interests: Energotel, SPX Strong shareholder structure Majority-owned by the Slovak government Strong shareholder structure 10 DSO Distribution System Operator

11 Corporate Governance at ZSE Group General Meeting (GM) Appointment and recall of 6 members of the Supervisory Board and all members of the Board of Directors in accordance with shareholders agreement and Articles of Association Representatives 51% Ministry of Economy of Slovak Republic 49% E.ON Supervisory Board Approves Strategy and Investment Plan as well as any Other Material Items 9 members 6 appointed by GM including Chair 3 representatives of employees Board of Directors Decides on all operational businesses 5 members All appointed by GM Including Chair 11

12 Stable earnings secured by regulated cashflows Distribution Business ZSE 2017 EBITDA 200m Large and stable customer base of 1.1 million connection points Monopolistic market position is regulated All entities connected to distribution network are subject to regulation Regulatory mechanism - price CAP regulation Supply Business Supply of power and gas to households is fully regulated Supply to small SMEs (power < 30MWh p.a. & gas < 100 MWh p.a. ) subject to regulation Key take-away Almost fully regulated earnings 94% of EBITDA regulated 12

13 Distribution business

14 Largest electricity distribution system operator Key Company Drivers Supportive & Successful Regulation Management Predictable, transparent and consistent regulation, with active dialogue and cooperation with the Regulator Stable development of distribution margin over years 1 2 Strong Asset Base Strong position of asset management contributing to the favorable results in quality standards CAPEX at depreciation level Future CAPEX reflecting natural growth of new business and expansion of the grid 3 Stable EBITDA and Predictable Cash Flow Stable EBITDA development driven by regulation Favorable Geography Western part of Slovakia is highly developed Lowest impact from RES support due to lower RES generation volumes 7 Strong Operations Management Quality Standards ZSE quality standards results proving grid sustainability 4 Continual effort in reduction of cost basis 6 Lowest Distribution Prices Lowest distribution prices in Slovakia Prices are comparable with regional distribution businesses in neighbouring countries Positive development over years 5 14

15 Distribution regulatory mechanism Key Features Adequate Profit Calculation 5-year term Current 5-year regulation period started in 2017 stable & predictable regulation RAB Regulation Assets Base WACC Profit price CAP mechanism Allowed Revenue Calculation Regulatory Period Profit D&A Opex Depreciation & Amortization Previous regulatory period Current regulatory period Expected next regulatory period Allowed revenue 15

16 Distribution business Growth Orientation Organic growth, positive economic development of distribution region and growth in distributed volume Distributed Volume (TWh) Increasing distributed volume and stability in regulation both contribute to growing business Increase in distributed volume over 10% in last 4 years EBITDA Development (m ) Operates in most-developed Western part of Slovakia with customer bases over 1.1m delivery points Stable and growing EBITDA driven by regulation 16

17 Distribution business Asset Driven Business Renewal of distribution network in line with stable grid needs to ensure distribution service at required level Investments strategy constantly reduces network losses and increases the quality and reliability of the grid Focus on development and maintenance of the grid to ensure fulfillment of the quality standards required by Regulator CAPEX in line with D&A, while projected CAPEX for following years reflecting significant growth driven mainly by new connections Network Length Development (000 km) Stable annual development of the network Assets Age Development (years) Constant investment cycle with renewal of grid assets 17

18 Sales business

19 Supply business Key Topics Key Figures Power & Gas Business Supply Volumes (TWh) Power Supply Volume Gas Supply Volume Total Supply Volume 1/3 regulated EBITDA Largest electricity supplier ( 1/3 of market share) Low power churn rate in mass segment (2-3%) ZSE has become 3 rd biggest gas supplier to households in Slovakia, with market share over 8% Market Position in Power Supply 2017* Power volume decrease compensated by gas supply increase EBITDA Development (m ) 9.0 #1 Average EBITDA of 15m in last four years 19 *Based on volume supplied derived from Annual report 2017 of Regulatory Office for Network Industries

20 ZSE group key highlights

21 ZSE key highlights Overview 1 State owned company with investment grade-rated shareholders 2 94% of earnings regulated and low-risk 3 Strong and stable financials with solid earnings 4 Growing business with positive outlook 5 Refinanced 315 m bond in Q1 / *Stand-Alone Credit Profile S&P rating metric

22 Appendix

23 IFRS figures Consolidated figures from Financial Statments Balanc Sheet items m Current Assets Non-Current Assets Total Assets Equity 3 50 Current Liabilities Non-current Liabilities Total Liabilities Total Equities and Liabilities Profit & Loss items m Revenue EBITDA EBIT Income Expenses (905) (960) EBT Income tax expense (23) (32) Net profit

24 Contact For more information, please contact: Juraj Bayer, Head of Finance Západoslovenská energetika, a. s. Čulenova 6 SK Bratislava T +421-(0) juraj.bayer@zse.sk Or refer to website: 24

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