Independent auditor’s report

The following is an English translation of the combined independent auditor’s report on the financial statements and assurance-report on the non-financial information issued 4 March 2024.

Combined independent auditor’s report and assurance-report

To: the shareholders and supervisory board of Enexis Holding N.V.

Report on the financial statements 2023 and non-financial information included in the annual report

Our opinion on the financial statements

We have audited the financial statements for the financial year ended 31 December 2023 of Enexis Holding N.V. based in ‘s-Hertogenbosch (hereafter ‘Enexis’ or ‘the company’). The financial statements comprise the consolidated and company financial statements.

In our opinion:

  • The accompanying consolidated financial statements give a true and fair view of the financial position of Enexis as at 31 December 2023 and of its result and its cash flows for 2023 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and in accordance with Part 9 of Book 2 of the Dutch Civil Code

  • The accompanying company financial statements give a true and fair view of the financial position of Enexis as at 31 December 2023 and of its result for 2023 in accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financial statements comprise:

  • The consolidated statement of financial position as at 31 December 2023

  • The following statements for 2023: the consolidated income statement, the consolidated statement of comprehensive income, the consolidated cash flow statement and the consolidated statement of changes in equity

  • The notes comprising a summary of the significant accounting policies and other explanatory information.

The company financial statements comprise:

  • The company balance sheet as at 31 December 2023

  • The company income statement for 2023

  • The notes comprising a summary of the significant accounting policies and other explanatory information.

Our conclusion on the non-financial information

We have performed a limited assurance engagement on the non-financial information in the accompanying annual report  for 2023 of Enexis.

Based on our procedures performed and the assurance information obtained, nothing has come to our attention that causes us to believe that the non-financial information does not present fairly, in all material respects:

  • The policy with regard to sustainability matters;

  • The business operations, events and achievements in that area in 2023;

in accordance with the reporting criteria as included in the section ‘Criteria non-financial information’.

Non-financial information is included in the following sections of the annual report:

  • 2023 in figures;

  • Foreword by the executive board;

  • About Enexis, with exception of the section ‘Our contribution to the Sustainable Development Goals’;

  • Together towards a future-proof energy system;

  • Working on increasing grid capacity;

  • Communicating transparently about what is possible;

  • Working safely and strengthening each other;

  • Making a sustainable impact;

  • Additional information with exception of the sections “Sub-targets sustainable development goals, Profit appropriation according to the articles of association, EU announcement on the disclosure of non-financial information and diversity information”.

Basis for our opinion on the financial statement and our conclusion on the non-financial information

We conducted our audit on the financial statements and our limited assurance engagement on the non-financial information in accordance with Dutch law, including the Dutch Standards on Auditing and Dutch Standard 3810N, “Assurance-opdrachten inzake maatschappelijke verslagen” (Assurance engagements relating to sustainability reports), which is a specific Dutch Standard that is based on the International Standard on Assurance Engagements (ISAE) 3000, “Assurance Engagements other than Audits or Reviews of Historical Financial Information”. Our responsibilities under those standards are further described in the Our responsibilities for the audit of the financial statements and assurance engagement on the non-financial information section of our report.

We are independent of Enexis in accordance with the EU Regulation on specific requirements regarding statutory audit of public-interest entities, the “Wet toezicht accountantsorganisaties” (Wta, Audit firms supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. This includes that we do not perform any activities that could result in a conflict of interest with our independent assurance engagement. Furthermore we have complied with the “Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Criteria non-financial information

The criteria applied for the preparation of the non-financial information are the GRI Sustainability Reporting Standards (GRI Standards) and the criteria supplementally applied as disclosed in section ‘About this report’ of the annual report.

The non-financial information is prepared in accordance with the GRI Standards. The GRI Standards used are listed in the GRI Content Index as disclosed in section ‘GRI-Index’ of the annual report.

The comparability of non-financial information between entities and over time may be affected by the absence of an uniform practice on which to draw, to evaluate and measure this information. This allows for the application of different, but acceptable, measurement techniques. Consequently, the non-financial information needs to be read and understood together with the criteria applied.

Limitations to the scope of our review

The non-financial information includes prospective information such as ambitions, strategy, plans, expectations and estimates. Prospective information relates to events and actions that have not yet occurred and may never occur. We do not provide any assurance on the assumptions and achievability of prospective information in the non-financial information.

In the section 'We measure our impact, the calculations to determine the non-financial impact in euros (hereinafter: the non-financial impact) are mostly based on assumptions and sources from third parties. The assumptions and sources used are disclosed in the section ‘most important impact measurement criteria’ of the annual report and further elaborated in the document ‘Accountability Document Impact Analysis Enexis Holding N.V’ (hereinafter: the methodology of the non-financial impact) as available on the Enexis website. We have assessed that these assumptions and external sources are plausible and appropriate, but we have not performed procedures on the content of these assumptions and external sources.

The references to external sources or websites in the non-financial information are not part of the non-financial information as included in the scope of our assurance engagement. We therefore do not provide assurance on this information.

Our conclusion is not modified in respect to these matters.

Information in support of our opinion on the financial statements

We designed our audit procedures in the context of our audit of the financial statements as a whole and in forming our opinion thereon. The following information is in support of our opinion and any findings were addressed in this context, and we do not provide a separate opinion or conclusion on these matters.

Our understanding of the business

Enexis Holding N.V. is the parent company of a group of companies, including Enexis Netbeheer B.V., which manages the electricity and gas grid in the provinces of Groningen, Drenthe, Overijssel, Noord-Brabant and Limburg. Enexis is responsible for the construction, maintenance, management and development of these distribution grids and related activities. These are the legal tasks for a grid operator which are supervised by the Authority for Consumer and Markets ("ACM"). Enexis' revenues are generated almost exclusively from the performance of these legal tasks. Enexis has an important role in the energy transition.

Based on the group's activities and our risk analysis we paid special attention in our audit to a number of topics. For this we refer to our key audit matters.

We determined materiality and identified and assessed the risks of material misstatement of the financial statements, whether due to fraud or error in order to design audit procedures responsive to those risks and to obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Materiality

Materiality

€78 million (2022: €71 million)

Benchmark applied

0.75% of the total assets as per December 31, 2023

Explanation

We have used total assets as the basis, because of the nature of the business of Enexis and the regulatory model in which revenues and operating cash flows mostly depend on the asset base. We consider that for this reason total assets are an important key figure for users of the financial statements.

We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the supervisory board that misstatements in excess of €3,5 million, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

Enexis Holding N.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

Our group audit mainly focused on the significant group entities Enexis Holding N.V. and Enexis Netbeheer B.V. We have performed analytical procedures at group level on the financial information of the other group entities, among other things, to confirm our assessment that these components do not contain any significant risks of material errors.

In total these procedures represent 98% of the group’s total assets and 95% of gross revenues.

By performing the procedures mentioned above at components of the group, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion on the consolidated financial statements.

Teaming and use of specialists

We ensured that the audit team included the appropriate skills and competences which are needed for the audit of a grid operator. We included specialists in the areas of IT audit, sustainability, and income tax.

Our focus on climate-related risks and the energy transition

Climate change and the energy transition are high priority on the public agenda. Issues such as CO2 reduction impact financial reporting, as these issues entail risks for the business operation, the valuation of assets and provisions or the sustainability of the business model and access to financial markets of companies with a larger CO2 footprint.

The board of directors summarized Enexis’ commitments and obligations, and reported in the section ‘We are Enexis’ of the management report how the company is addressing climate-related and environmental risks and the effects of the energy transition.

As part of our audit of the financial statements, we evaluated the extent to which climate-related risks and the effects of the energy transition and the company’s commitments and (constructive) obligations, are taken into account in estimates and significant assumptions as well as in the design of relevant internal control measures. Furthermore, we read the management report and considered whether there is any material inconsistency between the non-financial information in the annual report and the financial statements.

The impact of the energy transition is reflected, among other things, in the increase of the level of investment in the electricity grid and the financing required for this. Furthermore we refer to our key audit matter ‘The valuation of the tangible fixed assets related to the gas grid’.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance with laws and regulations and we cannot be expected to detect non-compliance with all laws and regulations, it is our responsibility to obtain reasonable assurance that the financial statements, taken as a whole, are free from material misstatement, whether caused by fraud or error. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Our audit response related to fraud risks

We identified and assessed the risks of material misstatements of the financial statements due to fraud. During our audit we obtained an understanding of the company and its environment and the components of the system of internal control, including the risk assessment process and management’s process for responding to the risks of fraud and monitoring the system of internal control and how the supervisory board exercises oversight, as well as the outcomes. We refer to section ‘Risk management’ of the management report for management’s (fraud) risk assessment.

We evaluated the design and relevant aspects of the system of internal control and in particular the fraud risk assessment, as well as the code of conduct and the compliance protocol for employees, whistle blower procedures and incident registration. We evaluated the design and the implementation, of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with respect to financial reporting fraud, misappropriation of assets and bribery and corruption. We evaluated whether these factors indicate that a risk of material misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome of our other audit procedures and evaluated whether any findings were indicative of fraud or non-compliance.

The following fraud risks identified required significant attention during our audit:

The risk of management override of controls

Risk

We addressed the risks related to management override of controls, as this risk is present in all companies.

In that regard, we paid special attention to whether there are specific incentives for management, originating from the regulatory framework that is applicable for regional grid operators

with respect to the recognition of revenues, costs and/or investments and/or whether there are possible indications for an impairment of assets.

Based on our analysis we did not identify a risk of fraud related to revenue recognition, other than the risk related to management override of controls.

Our audit approach

We performed procedures among other things to evaluate key accounting estimates for management bias that may represent a risk of material misstatement due to fraud, in particular relating to important judgment areas and significant accounting estimates as disclosed in ‘estimates and assumptions’ (part of the explanatory note 2.4) in the financial statements.

We also used data analysis to identify and examine high-risk journal entries and evaluated the business rationale (or lack thereof) for unusual transactions, including those with related parties.

We paid specific attention to access management within the IT-systems and the possibility that segregation of duties are overridden.

The risk that when contracting work from external parties, Enexis does not comply with the relevant laws and (tender) regulations , either deliberately or not.

Risk

We assumed that when contracting work from external parties, a risk is present that (employees of) Enexis do not comply with the applicable (tender) regulations, either deliberately or not.

Our audit approach

We described the audit procedures to respond to this risk in the key audit matter related to this topic.

We considered available information and made enquiries of relevant members of the executive board, internal audit, legal affairs, the compliance department and the supervisory board.

The fraud risks we identified, enquiries and other available information did not lead to specific indications for fraud or suspected fraud potentially materially impacting the view of the financial statements.

Our audit response related to risks of non-compliance with laws and regulations

We performed appropriate audit procedures regarding compliance with the provisions of those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements. Furthermore, we assessed factors related to the risks of non-compliance with laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general industry experience, through discussions with the management board, reading minutes, inspection of internal audit and compliance reports and performing substantive procedures on classes of transactions, account balances or disclosures.

We made inquiries with the in-house legal department, inspected correspondence with regulatory authorities and remained alert to any indication of (suspected) non-compliance throughout the audit. Finally we obtained written representations that all known instances of non-compliance with laws and regulations have been disclosed to us.

Our audit response related to going concern

As disclosed in section 'Accounting principles governing the financial reporting’ in the financial statements, the financial statements have been prepared on a going concern basis. When preparing the financial statements, board of directors made a specific assessment of the company’s ability to continue as a going concern and to continue its operations for the foreseeable future.

We discussed and evaluated the specific assessment with the board of directors exercising professional judgment and maintaining professional skepticism. We considered whether management’s going concern assessment, based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, contains all relevant events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.

Based on our procedures performed, we did not identify material uncertainties about going concern. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed.

The key audit matter ‘Change in estimate: Diminishing balance depreciation method gas assets’ is no longer a key audit matter as it concerned a change in estimate in 2022. The key audit matter ‘The valuation of tangible fixed assets related to the gas grid’ is related to the prior year key audit matter and reflects the developments on this matter during 2023. besides, the prior year key audit matter ‘Accounting sale of Fudura’ is no longer a key audit matter as this related to a one-off transaction in 2022. In current year we identified the risk that Enexis does (deliberatly or unknowingly) not comply with relevant laws and regulations regarding tendering for work as a key audit matter.

The risk that when contracting work from external parties, Enexis does not comply with the relevant laws and (tender) regulations , either deliberately or not

Risk

As a result of the energy transition, Enexis invests significantly in its electricity grid. Given the large volume of the investments, social pressure to contribute to a fast energy transition, and the complexity that may occur when contracting work from external parties given the applicable laws and regulations, we identify a risk that Enexis does not comply with these laws and (tender) regulations, either deliberately or not.

Our audit approach

We inspected the policy to prevent corruption or bribery ofemployees, the system of consultation with and monitoring over suppliers, and any measures imposed, as described in the management report under ‘working safely and strengthening each other’ and in the additional information accompanying the annual report under ‘Corporate social responsibility – chain responsibility and human rights’.

As part of our risk assessment we carried out, among other things, the following procedures:

  • Through inquiry of employees and management we obtained an understanding of the process and its sensitivities;

  • We obtained an understanding of the internal controls that are in place related to the process for contracting work, and evaluated to what extent behavioral and cultural elements support these internal controls;

  • We inspected internal reports regarding contracting work from external parties including the Business Score Cards Procurement 2023;

  • We inspected entity-level reports in which we would expect irregularities related to the tendering process to be communicated, if applicable. Examples of such reports are the quarterly reports of the Internal Audit & Risk department, the ‘State of the risk’ report and internal confirmations (letters of representation).

In addition,we carried out specific substantive procedures to evaluate whether the risk of non-compliance with applicable laws and regulations materialized. This includes the following procedures:

  • We have performed file audits in order to test procurements were made in compliance with the applicable laws and regulations;

  • We have used data analysis to investigate whether there are transactions with third parties above specific thresholds for which no tender process was followed;

  • Through a test of details, we obtained an understanding whether purchases occurred in accordance with the contractual agreements between Enexis and suppliers;

  • By applying data analysis, we gained insight into the extent to which payments to and receipt of funds took place related to related parties of Enexis and/or its directors;

  • By applying data analysis, we have gained insight into whether monetary transactions have taken place with countries with an increased risk of corruption and/or with sanctioned countries.

Important observations

Based on our procedures we did not identify any specific violations or suspected violations of the relevant laws and regulations when contracting work from external parties during 2023, that may have a material effect on the financial statements.

The valuation of tangible fixed assets related to the gasnetwork

Risk

We refer to the ‘Future outlook for the gas grid’ section under note 13 of the consolidated financial statements. Part of the National Energy Agenda of the Ministry of Economic Affairs and Climate Policy is the aim of the Netherlands to achieve a low-carbon energy supply by 2050. As a result, the company expects that the energy transition will lead to an ever-increasing decline in gas consumption and the number of users of the gas grid until 2050.                                                             

As of financial year 2022, Enexis applies a diminishing balance depreciation method for the property, plant and equipment related to the (hereinafter: the gas assets). The valuation of the gas assets is subject to assumptions and estimates including the remaining economic life, the estimate of future usage of the gas assets and the residual value. We refer to the notes 12. Property, plant and equipment and 5. Depreciation and decommissioning in the consolidated financial statements.                                                             

We identify the risk that the valuation of gas assets may be impaired due to unforeseen developments in the energy transition, including a faster than expected decrease in the number of users connected to the gas grid.                                                                                                  

The carrying amount of the gas assets in the financial statements of Enexis is €3.029 million as at balance sheet date, which is 29% of the balance sheet total, and is therefore a material account in the financial statements.

Our audit approach

Our procedures performed included, among other things, evaluating whether the principles used by Enexis for the valuation of the gas assets are in accordance with IAS 16 ‘Property, Plant and Equipment’ and IAS 36 ‘Impairment of Assets’ and whether these principles and the models and assumptions used in the determination of the valuation and the identification of a possible impairment have been consistently applied. We evaluated the design and existence of the relevant internal controls in the process of preparing the financial statements related to the valuation of property, plant and equipment.   

We performed, among other things, the following audit procedures, specifically aimed at identifying an impairment:

  • Assessing whether the analysis performed by Enexis in 2022 on the usage pattern of the gas grid is still appropriate and suitable considering the progress of the energy transition;

  • Assessing whether there are (expected) changes in the regulatory model that pose implications for the future economic benefits of the gas grid;

  • Assessing whether there are unforeseen developments in the energy transition, including a faster than expected decrease in the number of users disconnected to the gas grid;

  • Carrying out a ‘look back’ analysis in which the realized decrease in the number of gas connections in 2023 is compared to the expected decrease in the analysis carried out by Enexis in 2022. This gives us an impression of the quality of the estimate made by management;

  • Evaluating the presentation and disclosures in the financial statements regarding the future vision of the gas assets and the impact on the valuation of the gas assets at year-end.

Important observations

Based on the procedures performed, we agree with the board of directors’ assessment that there was no indication of an impairment of the property, plant and equipment related to the gas grid in 2023.

Information in support of our conclusion on the non-financial information

We designed our review procedures in the context of the non-financial information as a whole and in forming our conclusion thereon. The following information in support of our opinion and any findings were addressed in this context, and we do not provide a separate conclusion on these matters.

Our understanding of the business

As a starting point for our assurance engagement we perform an environmental analysis and obtain insight into the relevant social themes and issues and the characteristics of Enexis. As a regional grid operator, the energy transition and the preparation of the infrastructure for more sustainable energy, Enexis is faced with a number of challenges. We paid particular attention in our assurance engagement to a number of topics based on Enexis’ activities and our identification of area’s in the non-financial information where it is most likely that misleading or unbalanced information or a material misstatement as a consequence of fraud or error would occur. We refer for more information to the key review matters of our review.

After determining materiality and identifying areas in the non-financial information where it is likely that misleading or unbalanced information or material misstatement due to fraud or error will occur, we determine our procedures to assess the plausibility of the non-financial information in response to our risk assessment. In fraud, the risk that non-financial information is misleading, unbalanced or that material misstatement is not detected is higher than in error.

Key assurance matters

Key assurance matters in our assurance engagement are those matters that, in our professional judgement, were of most significance in our assurance engagement of the non-financial information. We have communicated the key assurance matters to the supervisory board. The key assurance matters of our assurance engagement are not a comprehensive reflection of all matters discussed.

The key matter ‘Reporting non-financial impact in euro’s’ from our review engagement for prior fiscal year is no longer a key matter for our review engagement in the current fiscal year since Enexis gained experience with this topic and applies a consistent methodology.

The impact of the energy transition on the disclosures in the annual report

Risk

We performed the following review procedures, among others, tailored to assess the impact of the energy transition and the consequences for the non-financial information:                                       

The disclosure with respect to the impact of the energy transition is disclosed in the annual report in the paragraphs ‘We are Enexis’, ‘Together towards a future-proof energy system’ and ‘making a sustainable impact’.                                                                                      

Because of the comprehensive impact of the energy transition on the operations and financial position of Enexis, and the relevance of this matter for its stakeholders, we identify it as a key assurance matter in our assurance engagement of the non-financial information.

Our audit approach

We performed the following review procedures, among others, tailored to assess the impact of the energy transition and the consequences for the non-financial information:

  • Interviewing members of the board of directors regarding the impact of the energy transition on the business operations;

  • Obtaining an understanding of the reporting processes relevant for the disclosures in the annual report;

  • Evaluating whether the communications published on the website of Enexis with respect to the impact of the energy transition are consistent with the disclosures in its annual report;

  • Reviewing whether the wordings with respect to the energy transition in the annual report are consistent with each other;

  • Critically assessing whether the wordings regarding the (outcomes of) actions taken with regards to the energy transitions are a reasonable representation of reality;

  • Based on our knowledge of the sector and the public debate regarding the energy transition in general and the role of grid operators in particular, we assess whether Enexis communicates fully and transparently in the non-financial information about the most relevant topics in this context;

  • Critically assessing that developments resulting from the energy transition lead to key performance indicators, and that Enexis communicates transparently about these indicators in the non-financial information;

  • Evaluation of the non-financial information with regards to future investments required for the energy transition;

  • Evaluating whether relevant current information is disclosed in the annual report;

  • Take note of the updated long-term financial forecast, which includes the effects of the new Method Decision electricity and gas;

  • Reviewing the non-financial information in the annual report with respect to environment and climate, including the CO2 footprint.

Key observations

We have no reason not to assume that the impact of the energy transition on Enexis has not been properly disclosed in the annual report.

Report on other information included in the annual report

The annual report contains other information in addition to the financial statements and our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other information:

  • Is consistent with the financial statements and does not contain material misstatements;

  • Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the management report and the other information.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those procedures performed in our audit of the financial statements.

The board of directors is responsible for the preparation of the other information, including the management report and other information in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements

Engagement

We were engaged by the supervisory board as auditor of Enexis Holding N.V. on November 18, 2020, as of the audit for the year 2021 and have operated as statutory auditor ever since that date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.

Description of responsibilities regarding the financial statements and non-financial information

Responsibilities of the board of directors and the supervisory board for the financial statements and non-financial information

The board of directors is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code and for the preparation of reliable and adequate non-financial information in accordance with the reporting criteria as included in the section ‘Criteria non-financial information’, including the identification of stakeholders and the definition of material matters. The management board is also responsible for selecting and applying the reporting criteria and for determining that these reporting criteria are suitable for the legitimate information needs of stakeholders, considering applicable law and regulations related to reporting. The choices made by the board of directors regarding the scope of the non-financial information and the reporting policy are summarised in the chapter ‘About this report’ of the annual report.

Furthermore, the board of directors is responsible for such internal control as the board of directors determines is necessary to enable the preparation of the financial statements and the non-financial information that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the board of directors is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting framework mentioned, the board of directors should prepare the financial statements using the going concern basis of accounting unless the board of directors either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The board of directors should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the company’s financial and non-financial reporting process.

Our responsibilities for the audit of the financial statements and for the assurance engagement on the non-financial information

Our responsibility is to plan and perform the audit engagement and the assurance engagement in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion and conclusion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Our assurance engagement is aimed to obtain a limited level of assurance to determine the plausibility of the non-financial information. The procedures vary in nature and timing from, and are less in extent, than for a reasonable assurance engagement. The level of assurance obtained in a limited assurance engagement is therefore substantially less than the assurance obtained when a reasonable assurance engagement is performed.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements or non-financial information. The materiality affects the nature, timing and extent of our audit procedures, assurance procedures and the evaluation of the effect of identified misstatements on our opinion.

For our assurance engagement on the non-financial information, we apply the ‘Nadere voorschriften kwaliteitssystemen’ (NVKS, Regulations for quality management systems) and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and other relevant legal and regulatory requirements.

We have exercised professional judgment and have maintained professional skepticism throughout the audit, in accordance with Dutch Auditing Standards, ethical requirements and independence requirements. The ‘Information in support of our opinion’ section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion.

Our audit further included among others:

  • Performing audit procedures responsive to the risks identified, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion;

  • Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control;

  • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors;

  • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures;

  • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

The ‘Information in support of our conclusion on the non-financial information’ section above includes an informative summary of our responsibilities and the work performed as the basis for our opinion. Our assurance engagement included among others:

  • Performing an analysis of the external environment and obtaining an understanding of relevant sustainability themes and issues, and the characteristics of the company;

  • Evaluating the appropriateness of the criteria applied, their consistent application and related disclosures in the non-financial information. This includes the evaluation of the company’s materiality assessment and the reasonableness of estimates made by the board of directors;

  • Obtaining through inquiries a general understanding of internal control environment, the reporting processes, the information systems and the entity’s risk assessment process relevant to the preparation of the non-financial information, without obtaining assurance information about the implementation or testing the operating effectiveness of controls;

  • Identifying areas of the non-financial information where misleading or unbalanced information or a material misstatement, whether due to fraud or error, is likely to arise. Designing and performing further assurance procedures aimed at determining the plausibility of the non-finacial information responsive to this risk analysis. These procedures consisted amongst others of:

    • Making inquiries of management and/or relevant staff at corporate and business level responsible for the sustainability strategy, policy and results;

    • Interviewing relevant staff responsible for providing the information for, carrying out internal control procedures on, and consolidating the data in the non-financial information;

    • Obtaining assurance evidence that the non-financial information reconciles with underlying records of the company;

    • Assessing the suitability and plausibility of the assumptions and sources from third parties used for the calculation underlying the impact data such as mentioned in section ‘we measure our impact’ in the annual report and further explained in the document ‘Accountability Document Impact Analysis Enexis Holding N.V’;

    • Reviewing, on a limited sample basis, relevant internal and external documentation;

    • Considering the data and trends;

  • Reconciling the relevant non-financial information with the financial statements;

  • Reading the information in the annual report that is not included in the scope of our assurance engagement to identify material inconsistencies, if any, with the non-financial information;

  • Considering the overall presentation and balanced content of the non-financial information;

  • Considering whether the non-financial information as a whole, including the topics discussed and disclosures, is clearly and adequately disclosed in accordance with criteria applied.

Communication

We communicate with the supervisory board regarding, among other matters, the planned scope and timing of the audit and assurance engagement of the non-financial information and significant audit findings and findings that we identify during our assurance engagement including any significant findings in internal control that we identify during our audit.

In this respect we also submit an additional report to the audit committee of the supervisory board in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion and assurance report in this combined auditor’s report.

We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements and our assurance engagement of the non-financial information. We describe these matters in our combined auditor’s report and assurance report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.



Eindhoven, 4 March 2024



Ernst & Young Accountants LLP



P.A.E. Dirks