Annual Report 2009 - N.V. Nederlandse Gasunie 20

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Annual Report 2009 - N.V. Nederlandse Gasunie

Annual Report

2009

N.V. Nederlandse Gasunie

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Contents Page

Board and Employee Council 5

Serving customers in a changing European energy market 7

Key developments in 2009 and prospects for 2010 11

Summary of results: 16

- Key fi nancial data 16

Report of the Supervisory Board 18

Remuneration policy for the Executive Board 21

Corporate Governance and Risk Management 26

Report of the Executive Board 29

Regulated Network Management (the Netherlands and Germany) (TSO) 31

- Regulation 31

- Gas transport 33

Participations & Business Development (Non-TSO) 37

Construction, Management & Maintenance 39

Personnel and Organisation 43

Statement by the Board 45

Primary and secondary posts held by Supervisory Directors of N.V. Nederlandse Gasunie 46

Accounts 2009 47

- Consolidated fi nancial statements 48

- Company fi nancial statements 107

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Board and Employee Council

As at 31 December 2009

Supervisory BoardG.J. van Luijk, chairman

C. Griffi oen

A. Lont

H.L.J. Noy

J.P.H.J. Vermeire

M.H. van der Woude

Executive Board

Marcel P. Kramer

Marcel Kramer has been CEO and chairman of the Executive Board since July 1, 2005. He has

worked for Gasunie since 2003. Prior to that he worked in several positions at various

organisations including Statoil Norway, Petro-Canada, NATO, the International Energy Agency

and the Ministry of Economic Affairs. Marcel Kramer studied private law and business law.

Other positions:

Member of the Supervisory Board of Royal Boskalis Westminster N.V.

President of Gas Infrastructure Europe (GIE)

Chairman of the Royal Dutch Gas Association (KVGN)

Member of the Supervisory Board of the North Netherlands Symphony Orchestra (NNO)

Member of the International Supervisory Board of the Energy Delta Institute

Member of the Advisory Board of Clingendael International Energy Programme

Member of the International Gas Union Council

Honorary Consul for Norway

Henk A.T. Chin Sue

Henk Chin Sue has been CFO and a member of the Executive Board since July 1, 2005.

He has worked for Gasunie since 1983. Henk Chin Sue studied mechanical engineering and

economics. He is also an Executive Master of Finance & Control.

Other positions:

Member of the Supervisory Board of APX N.V.

Chairman of the Audit Committee of APX N.V.

Member of the Supervisory Board of the Dutch Metrology Institute (NMi)

Member of the board of governors of the Executive Master of Finance & Control at the

University of Groningen (RUG)

Pieter E.G. Trienekens

Pieter Trienekens has been a member of the Executive Board and Participations & Business

Development Director since July 1, 2005. He has worked for Gasunie since 1986. Prior to that he

worked for the Ministry of Economic Affairs. Pieter Trienekens studied social sciences.

Other positions:

Member of the Policy Committee of the International Gas Union Research Conference

Member of the Taskforce for Carbon Capture & Storage (CCS)

Member of the Supervisory Board of Siza Dorp Group

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Eric Dam

Eric Dam has been a member of the Executive Board and Construction & Maintenance Director

since July 1, 2005.

He has worked for Gasunie since 1974. Eric Dam studied mechanical engineering.

Other positions:

Chairman of the Executive Board of the Energy Delta Institute (EDI)

Chairman of the working group ‘Transmission’ of the International Gas Union

Member of the Executive Board of Energy Delta Research Centre, University of Groningen (EDReC)

Vice-chairman of European Business Congress (EBC), active in working groups for

Human Resources, Education & Science

Member of the Royal Dutch Gas Association (KVGN)

‘Other positions’ also include unpaid positions.

Management who are also members of the Executive Committee G.H. Graaf, Director Regulated Network Management (the Netherlands and Germany) (TSO) and General Manager Gas

Transport Services B.V.

C.S. Pisuisse, Legal Affairs, Regulation and Public Affairs Director

J. Schumann, Director Gasunie Deutschland GmbH & Co KG

Employee Council Gasunie the Netherlands D.C. Pol (chairman)

G.G.J. Achterbosch

M. Bekker

R.J. Beks

H.P. Brink

E.E.M.L. Kersemakers

H.D. Koers

H.T.P.M. Lagarde

C. van Leeuwen

A. Saglam

K. de Vries

A. Zwaagstra

Employee Councils Gasunie Deutschland Gasunie Deutschland Services GmbH

D. Pröve (chairman)

D. Backhaus

K. Fischer

T. Holeczy

R. Marx

J. Reichert

C. Spönemann

Gasunie Deutschland Technical Services GmbH

U. Neitz (chairman)

W. Bethke

R. Hollwedel

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Profi leN.V. Nederlandse Gasunie (Gasunie) is one of Europe’s

biggest gas infrastructure companies. Our network trans-

ports approximately 125 billion cubic metres of natural

gas a year, nearly a quarter of the total volume consu-

med in Europe. Gasunie is the fi rst European gas trans-

port company with a cross-border network, consisting of

more than 15,000 kilometres of pipeline in the Nether-

lands and Germany, connections to national and inter-

national pipeline systems and hundreds of installations,

including an LNG facility (peak shaver) and approxima-

tely 1,300 custody transfer stations. Additional major ex-

tensions are under construction.

Our aim is to create value for all our stakeholders. We

also strive to maintain the highest standards of safety,

reliability, effi ciency and sustainability. By actively con-

tributing to a secure energy supply, we serve the public

interests in the countries supplied by our network. Gas-

unie is the fi rst fully independent (i.e. not linked to a

gas trading company) gas transport supplier with an ex-

tensive cross-border network throughout Europe. We

regard the wishes of our customers as our main driver.

Our primary customers are shippers (companies that

contract transport services) and industries that are di-

rectly connected to our network. Many of our customers

have cross-border interests and specifi cally ask for more

cross-border service provision. We work closely with a

large number of other national and international net-

work companies.

Gasunie’s infrastructure enjoys a strong position in the

Netherlands and northern Germany. This region is vital

for supplying the European gas market. Gasunie’s infra-

structure plays an essential role in the smooth operation

of the northwestern European gas market. Meeting the

requirements of adjacent markets, existing and potential

suppliers, importers, end-users and policymakers is cru-

cial in improving market function.

Mission and key pillars of strategy and implementationGasunie is a European gas infrastructure company. We

aim for the highest standards in safety, reliability, effi ci-

ency and sustainability. We serve public interests in the

markets in which we are active and are committed to cre-

ating value for our stakeholders.

Safe, reliable and uninterrupted transport of natural gas

is Gasunie’s ‘license to operate’. Its shareholder, custo-

mers and other stakeholders, such as suppliers and con-

sumers of gas, governments and regulatory authorities,

also expect us to do our work effi ciently. Good business

practice, benchmarking and a willingness to adjust pro-

cesses, standards and the organisation where necessary

are all means for achieving this.

Our strategic goals are to facilitate and promote a secure

gas supply in northwestern Europe, now and in the

future. Because natural gas production in Europe itself

is declining, an increasingly large share of the supply

of natural gas will have to come from outside Europe.

The Gasunie network fulfi ls a key role in securing the

gas supply. The high quality of its infrastructure with its

strategic location, many connections with international

gas fl ows and the high level of knowledge and expertise

of our staff all ensure that our network plays an indis-

pensable role in the smooth functioning of the Europe-

an gas market. A large proportion of our network is used

to carry cross-border gas fl ows and is thus at the heart of

what is referred to as the ‘gas roundabout’ (hub) of north-

western Europe. In conjunction with our efforts to make

the Gasunie infrastructure the gas roundabout of north-

western Europe, we are also developing a number of se-

condary activities to support this ambition.

Serving customers in a changing European energy market

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Our aim is to offer the best possible service to our custo-

mers, and hence to society at large. To that end, we are

focusing on the following strategic goals:

Maintain and extend the existing Gasunie network

Safety, reliability, effi ciency and sustainability are spear-

heads in our policy. We will honour our ‘license to ope-

rate’ and serve the public interest through the sound

management and maintenance of our network and,

where necessary, the expansion of our infrastructure.

Through our network we offer our customers an attrac-

tive, reliable and competitive service. If there is strong

demand from the market, we will expand our infrastruc-

ture where necessary and feasible in a commercially

sound way. We impose the highest demands on quali-

ty and the processes surrounding it. This calls for top

performances from our employees, the application of

stringent norms and a high degree of effi ciency when

performing our tasks. Large parts of the existing infra-

structure are now several dozen years old. Verifi cation of

quality and maintenance and replacement require incre-

asing attention.

Attract and facilitate gas fl ows to and within

northwestern Europe

We must respond to market demand for infrastructure

on a sound commercial basis. Our largely regulated pro-

fi ts must be enough to guarantee the quality of the in-

frastructure and services in both the short and longer

term and to attract the substantial capital that is needed

from the international fi nancial market. All our activi-

ties centre on serving the public interest by encouraging

a competitive gas market and promoting liquidity. Based

on the needs of our customers, we want to make an

active contribution to the international interconnection

of networks and more fully integrated gas infrastructure

services. We will do this by expanding our infrastructure

activities to adjacent networks, participating in long-dis-

tance pipelines (Nord Stream and associated networks

in western Europe that ensure a good transit fl ow for

the market) and strengthening our position in the infra-

structure for liquefi ed natural gas (LNG) (Gate terminal).

Offering ancillary gas infrastructure services

By developing supplementary services, we can increase

the attractiveness of the gas roundabout and better serve

the markets in which we operate. These services are de-

signed primarily to guarantee security of supply, market

function and sustainability, and include the provision of

good connections with long-term seasonal and multi-cy-

clical storage (natural gas buffer in Zuidwending) and

the extension of quality conversion (storage of nitrogen

in a salt cavern near Heiligerlee).

OrganisationThe Dutch arm of our network is operated by Gas Trans-

port Services B.V. (GTS) and the German arm by Gasunie

Deutschland Transport Services GmbH (GUD). As Trans-

mission System Operators (TSO), they are responsible

for the day-to-day management of the gas pipeline net-

work. Together, they also take stock of future demand for

transport capacity. This stock-taking exercise forms the

basis for future investment plans, notably with regard to

the regulated elements of the infrastructure.

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The Construction and Maintenance Department is res-

ponsible for maintenance of the gas transmission

network and for implementing new large-scale infra-

structure projects. It performs operational tasks for the

benefi t of gas transport and is responsible for the pro-

ject-based and technical preparation, construction and

operationalisation of new construction projects such as

the current north-south expansion of the Dutch network,

the natural gas buffer in Zuidwending and the nitrogen

buffer in Heiligerlee.

The Participations & Business Development (non-TSO)

business unit focuses on non-TSO activities (which are

not part of the regulated network management) such as

BBL, Gate terminal, Zuidwending and Nord Stream. It

is also responsible for Gasunie’s overall strategy deve-

lopment and monitoring and for promoting sustainable

operations in particular.

The State of the Netherlands, represented by the Minis-

try of Finance, is the company’s sole shareholder. Our

aim is to satisfy the demands and expectations of our

shareholder in respect of security of supply as a statuto-

ry duty (both in the Netherlands and Germany), return

on investment, value creation and corporate governance.

Gasunie has over 1,700 employees (at year-end 2009) dis-

tributed across 28 locations throughout the Netherlands

and northern Germany, and with offi ces in The Hague,

Brussels and Moscow. The company’s overall head offi ce

is in Groningen. The head offi ce for the company’s acti-

vities in Germany is in Hanover. Further employment

is also provided to several thousand staff working for

contractors and subcontractors in the Netherlands and

Germany.

Public interest Natural gas is vital for our society and economy. Our gas

infrastructure is part of the Netherlands’ vital infrastruc-

ture and this makes special demands on us as a com-

pany in relation to statutory tasks and responsibilities.

They include:

ensuring suffi cient transport capacity to guarantee a

safe and uninterrupted gas supply;

contributing to long-term security of supply by

developing access points and drawing gas fl ows to

and via our network (‘gas roundabout’);

contributing to Dutch policy on gas production and

marketing (Groningen and small fi elds) by offering

suffi cient transport capacity when it is needed;

boosting the gas market and liquidity;

achieving a return on investments comparable to the

returns for this sector in Europe;

ensuring that tariff levels and structures form an

adequate basis for implementing the

aforementioned tasks.

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In 2009 we made excellent progress in working toward

our strategic goals. Whether and to what extent we will

continue to do so in future will to some extent depend

on other players on the energy market. We are therefore

in regular consultation with our stakeholders to jointly

plan the future development of the energy supply. In-

terest in the vital role that will be played by the gas in-

frastructure in the future is growing. In 2009 the Dutch

Minister of Economic Affairs sent parliament a proposal

to amend the Gas Act. This bill of amendment seeks to

further develop and improve the energy infrastructure.

In a letter of October 2009, the minister reaffi rmed the

importance of the gas roundabout and the role of the

Gasunie network in it. The government is working to-

wards a situation whereby the Netherlands, where the

Gasunie system plays a pivotal role, serves as an interna-

tional gas fl ow interchange and as a distribution centre

for gas in northwestern Europe. In the aforementioned

letter, the government underlines the importance of

making investments in the physical and non-physical in-

frastructure over the coming years, which are needed to

make the gas roundabout operational.

The vital social importance of natural gas and hence of

national gas transport was reaffi rmed in 2009 by the role

of GTS as peak supplier. One of GTS’ statutory respon-

sibilities is to ensure that the supply of gas to domestic

consumers (households, institutions and small indus-

tries) will be guaranteed at an average effective daily

temperature of -9 degrees Centigrade or below. To meet

this obligation, GTS must itself contract volume and ca-

pacity. On 19 December 2009 the effective daily tem-

perature was -9.7 degrees Centigrade. Peak supply was

therefore activated that day, a ‘fi rst’ in the history of GTS.

Partly as a result, security of supply continued to remain

at a high level throughout 2009.

Corporate Social Responsibility (CSR)Gasunie presents its policy and results relating to People,

Planet and Profi t in a separate annual report on corpo-

rate social responsibility. The CSR report will be publis-

hed for the fi rst time in this form in 2010.

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Key developments in 2009

Policy and regulation

The government wants the Netherlands to be at the

centre of the ‘gas roundabout’ of northwestern Europe.

In 2009 the Minister of Economic Affairs announces a

series of new initiatives to accelerate the development

of the gas roundabout. The government regards the Ne-

therlands as an intersection for international gas fl ows

in which the Gasunie network in the Netherlands

and Germany fulfi ls a vital role. The fundamental aim

behind these efforts is to ensure the prompt availability

of gas transport capacity, fl exibility of supply, sustaina-

bility and diversifi cation. This must help to promote a

smoothly functioning gas market and the integration of

the northwestern European market. Gasunie fully sup-

ports this aim and will continue to actively work towards

its successful implementation.

Ensuring the smooth functioning of the liberalised gas

market, characterised by free competition and ongoing

security of supply, will require substantial expansions in

the infrastructure. Investments of this nature and scope

(such as those arising from the Integrated Open Season

2009) will only be commercially viable if they are facili-

tated by the regulatory framework. In view of this, we

regard the way in which gas transport in Germany has

recently been regulated as an obstacle to new invest-

ment in the German network. It is also giving other gas

transport companies operating in Germany cause for se-

rious concern.

In 2009 the German regulatory authority, the Bundes-

netzagentur (BNetzA), announced a substantial reducti-

on in transport tariffs in Germany, together with a cap

on the maximum allowable return on new investments.

This applies to all TSOs in Germany, including GUD. As

a result, income generated by the existing network will

be lower than we consider responsible for the continuity

of operations. Together with the regulation of the return

on new investments, it will have an adverse effect on

yield and on the development of the gas sector in Germa-

ny. An unaltered German policy could also have negative

repercussions elsewhere in Europe due to Germany’s

role in the gas transport market, which also infl uences

the supply of gas in neighbouring countries. We and

other parties will therefore be working to bring about an

amendment to the German legislation and regulations.

In 2009 the Council of Ministers and the European

Parliament adopted the Third Energy Package and the

Climate Package. These new rules now provide the regu-

latory framework for energy companies that are active

in Europe. Parts of these packages will need to be trans-

posed into national laws and regulations; others apply

directly to all member states and have direct consequen-

ces for companies such as Gasunie. In this context, the

establishment of ENTSOG (European Network of Trans-

mission System Operators for Gas) and of ACER, the

new European regulatory body, deserve special attenti-

on. ENTSOG, of which all TSOs in the EU are obliged to

be members, will acquire a number of tasks, including

the drafting of new, binding European network codes

and a ten-year network development plan.

Projects

An underground storage facility is currently under con-

struction in salt caverns in Zuidwending (Groningen).

This natural gas buffer will greatly boost the fl exibili-

ty and security of supply of the gas transport system,

since gas can quickly be pumped into the network from

here. In 2009 Gasunie and Nuon reached an agreement

whereby Gasunie took over Nuon’s share of phase 1 of

the Zuidwending project.

Gasunie is also building a nitrogen buffer near Heiliger-

lee. This will make it possible to continue converting

high to low calorifi c gas.

The capacity of the network in the Netherlands and

northern Germany must be expanded to meet growing

consumer demand for transport capacity. The capacity

expansion fi gures are the main result of the Integrated

Open Season organised by GTS and GUD. Over 20 gas

supply and trading companies have as a result entered

into binding capacity agreements with the Gasunie net-

work operators. Some have requested capacities in both

the Dutch and the German Gasunie grid. This shows how

important the further development of cross-border gas

transport connections is. The extra capacity required is

needed to connect new underground gas storages to the

grid, to accommodate shifts in gas supply and to enable

Key developments in 2009 and prospects for 2010

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the increase in cross-border trade and international com-

petition. Further cooperation with the Belgian network

company is desirable to achieve effi cient solutions for

cross-border gas transport to and from the south.

New investments by market players, such as the gas

storage project in Bergermeer, are making the expansion

of our gas transport network imperative.

In 2009 substantial progress was made in building a

connection between Greifswald, the landfall point of

the Nord Stream pipelines, and the GUD network. There

are various projects under development at present. A

fi nal investment decision for the East-West connection

through Germany will in all probability be taken in mid-

2010. Together with the extra capacity provided by the

OPAL pipeline (the north-south connection which links

up with the Nord Stream landfall in Greifswald and

which is currently under construction), this will need to

ensure suffi cient transport capacity to transport 55 billi-

on cubic metres from Nord Stream, partly to the United

Kingdom via the Dutch network and the BBL.

Gasunie wishes to actively contribute to the creation of a

sustainable society. We will therefore continue to apply

stringent environmental standards to all our activities.

As a gas infrastructure company, we encourage clean

and effi cient energy solutions. In 2009 we introduced

a certifi cation system for green gas in the Netherlands

(Vertogas BV) at the request of the Minister of Economic

Affairs. This system guarantees the origin and quality

of green gas. We also want to stimulate further measu-

res to promote the production of green gas and to facili-

tate the market for green gas. We are looking at how we

can continue to guarantee the reliability of pipelines and

the safety of green gas transport. Together with our com-

mercial partners, we are working on pilot projects for the

supply of green gas via the Gasunie infrastructure.

On 1 April 2009, GUD joined the Market Area Coopera-

tion Aequamus, which balances the combined L-gas net-

work (low calorifi c gas) supplied by various companies,

including GUD. The German regulatory body wants the

L-gas TSOs to create a single market for L-gas with effect

from 1 October 2010

On 1 October, GASPOOL was established with a view to

combining the markets for H-gas (high calorifi c gas) in

Germany. The aim is to provide the market with more

effi cient services and to increase liquidity to streng-

then the market position of GASPOOL as the basis for a

further integration with the Title Transfer Facility (TTF).

GUD also provides services to this group.

In 2009 KEMA took over Gasunie’s research & deve-

lopment department, marking the start of a long-term

partnership with KEMA. As from 1 July 2009, Gasunie

is buying consultancy services and research activities

from KEMA under a long-term contract. The services in-

clude pipeline integrity management, technical support,

consultancy services and research on renewable energy.

Within KEMA, these services can be extended within a

broader international playing fi eld.

In summer 2009, NAM, Gasunie and GasTerra organised

a successful anniversary programme to mark 50 years

of gas production from the Groningen fi eld (G50). One

of the highlights of these celebrations was the offi cial

opening of the G50 conference by Her Majesty Queen

Beatrix of the Netherlands.

2009 began with an increase in the volumes traded on

the TTF, followed by a dip from April onwards. In Oc-

tober, the volumes rose sharply once more. One or two

other European hubs showed a similar pattern. In 2009

the volumes traded rose by 28% compared with 2008;

in physical terms, 32% more gas was traded via the TTF

than in 2008. The TTF is still regarded as the most liquid

hub on the European continent. A recent report by ICIS-

Heren concluded that after the UK’s NBP, TTF was the

hub with the best tradability index.

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Prospects for 2010

Security of supply in Europe will remain high on the

agenda over the coming decades. Between 2010 and

2020, demand for gas in northwestern Europe is expec-

ted to rise as production in Europe and the Netherlands

declines. The remaining gas reserves in the Nether-

lands and elsewhere will therefore need to be effi cient-

ly exploited. However, imports from the large gas fi elds

in Norway and Russia, and increasingly also from the

Middle East and Africa, will become progressively more

important in the long term. The production of ‘non-con-

ventional’ gas has also taken off in the United States.

There are indications that this may also be a possibility

in Europe, especially in Eastern Europe. Developments

and their potential infl uence on the gas infrastructure

are being closely monitored

The following key changes are likely to affect our com-

mercial environment:

the economic crisis, which is currently affecting

fi nancing and demand for gas (and to a lesser extent

use of the gas infrastructure; demand for transport

capacity remained largely unchanged in 2009).

However, medium and long-range forecasts predict

a recovering demand for natural gas on the markets

we cater for;

new regulatory and policy developments at national

and EU level (including concerns about regulation in

Germany, as outlined before);

a strong focus on sustainability and on the role

Gasunie must fulfi l in this broad area;

more pressure to prove that we are a ‘fi t for purpose’

organisation with an adequate governance model

and effective risk management systems;

fi nally, a fi nancial course that strikes the right

balance between our fi nancing requirements, an

acceptable rating policy and the need for an adequate

return on investment for the shareholder, both in

terms of a dividend payment and in terms of value

growth for the company.

The economic crisis has also had consequences for the

costs and complexity of the fi nancing of investments

and projects. However, Gasunie and its partners have

succeeded in achieving good results in this area, both

with Nord Stream and with Gate terminal.

Over the coming decades, natural gas will continue to

play an important role in the European energy mix as

a reliable and relatively clean source of energy. Natural

gas is vital in providing the fl exibility and back-up in an

energy system in which solar and wind power are beco-

ming increasingly important. By making the infrastruc-

ture for natural gas available for biogases, we will not

only strengthen the renewable characteristics of the gas

itself, we will also provide a sustainable outlook for our

gas infrastructure.

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N

NL

N

N

Groningen

BBL

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Berlin

Nord Stream

Hanover

Ellund

feeder station(s) (entry points)

compressor and blending station

compressor station

blending station

export station

underground gas storage

LNG facility

nitrogen injection

planned extensions of the gas grid

pipelines-high-calorific gas

underground gas storage

pipelines-Groningen-gas

pipelines-high-calorific gas

pipelines-low-calorific gas

pipelines-desulphurized gas

pipelines-nitrogen

N

L

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Summary of results

Key fi nancial data

Results (consolidated fi gures)

The valuation principles in the 2009 annual accounts

did not undergo any substantial changes compared with

2008.

Key fi gures 2009

in millions of euros 2009 2008

Income 1,669 1,506

Total expenses -/- 1,369 -/- 903

Operating result 300 603

Financial income and expenses -/- 139 -/- 81

Result before tax 161 522

Gas transport revenue as a proportion of total income

rose by 9% in comparison with 2008. This increase was

largely due to the transport revenue of GUD, which now

represents a full year compared with only six months in

2008.

Operating expenses, excluding fi nancial income and ex-

penses, came to a net total of € 1,369 million compared

with € 903 million in 2008. This increase was due mainly

to the exceptional € 570 million decrease in value of the

gas transport network in northern Germany. Total fi nan-

cial income and expenses rose from € 81 million in 2008

to € 139 million in 2009. This increase was due to the

increase in long-term fi xed-rate fi nance in 2009. Interest

charged on the fi nancing raised at the end of 2008 has

now also been included in the results for a full year.

Financial ratiosThe return on equity (expressed as a ratio of net ear-

nings and shareholders’ equity) on 31 December 2009

was 2.3% (end of 2008: 7.1%). The proportion of share-

holders’ equity as a share of the balance sheet total on 31

December 2009 was 51% (end of 2008: 56%).

The decrease compared with 2008 is largely due to the

increase in external funding of the acquisition of Nuon

Zuidwending B.V. and investments in new construction

projects.

Funding

In 2009, operational activities generated a positive net

cash fl ow of € 883 million. € 1.2 billion was spent on ac-

quisitions and investments during the year. A total divi-

dend of € 295.6 million for the 2008 fi nancial year was

paid out in 2009.

€ 591 million net in fi nance was added to the balance

sheet total, decreasing net liquid assets by € 44 million.

External funding requirements in 2009 came to € 4.1 bil-

lion compared with € 3.5 billion in 2008. This was met

through € 4.1 billion in long-term loans and € 27 million

in short-term fi nance.

1,600

1,400

1,200

1,000

800

600

400

200

0

20

06

20

07

20

08

NET TURNOVER (x 1 million euros)1

,27

72

00

5

1,2

51

1,3

19

20

09

1,5

06

1,6

69

800

700

600

500

400

300

200

100

0

20

06

20

07

20

08

NET PROFIT (x 1 million euros)

43

12

00

5

38

3 43

5

20

09

39

4

12

2

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Sale of business operations

On 1 July 2009 the activities of Gasunie Engineering &

Technology (GET) were sold to KEMA N.V. These activi-

ties represent a turnover of approximately €13 million

(2008 prices) per annum. Gasunie will continue to offer

activities such as metering, safety inspections, mainte-

nance of third party pipelines and secondments of Gas-

unie personnel to third parties via Gasunie Engineering

B.V.

Acquisition

On 15 December 2009, Gasunie increased its 50% stake

in the phase I activities for the construction of an un-

derground gas storage facility in salt caverns near Zuid-

wending to 100%, following the acquisition of Nuon

Zuidwending B.V. This included the formal acquisition

of the accompanying 50% stake in Zuidwending V.O.F.,

which increased the balance sheet total by € 122 million.

440

400

360

320

280

240

200

160

120

80

40

0

20

05

20

06

20

07

20

08

20

09

INVESTMENTS (x 1 million euros)

Main transmission pipelines

Installations

Regional transmission pipelines

- 18 -


Report of the Supervisory Board

N.V. Nederlandse Gasunie made good progress in rol-

ling out its strategy in 2009. Examples include the Gas

roundabout phase 1, most components of which are now

in the fi nal stages of construction, the nitrogen buffer

at Heiligerlee for which substantial technical preparati-

ons have now been completed, the completion of the li-

censing procedures for Nord Stream, the acquisition of

Nuon shares in the Zuidwending natural gas buffer, the

sale of Gasunie Engineering & Technology to KEMA and

the results of the Integrated Open Season in the

Netherlands and Germany. Gasunie’s transport network

in the Netherlands and Germany urgently needs to be

expanded to meet customer demand for more transport

capacity.

Investment proposals arising from market demand are

tested for economic feasibility, among other things. The

current regulatory system in Germany is a source of

great concern to the Supervisory Board. From a fi nan-

cial perspective, this system is leading to a sub-standard

return on regulated assets. And from a strategic perspec-

tive, it threatens the integration of the European market

and security of supply. In 2009, based upon the IFRS

standards it also caused the devaluation of the German

network by € 570 million. High priority should therefore

be given to improving the regulatory climate in Germa-

ny and to achieving closer coordination between the na-

tional systems throughout northwestern Europe.

Annual accountsThe annual accounts for 2009 have been drawn up by

the Executive Board and audited by the external auditors

Ernst & Young Accountants. The auditors’ opinion com-

piled by Ernst & Young Accountants is included after the

‘Other information’ section.

The Supervisory Board has approved these accounts and

recommends that the General Meeting of Shareholders

adopt the 2009 annual accounts without amendment.

It also recommends that the General Meeting of Share-

holders adopt the profi t appropriation and the dividend

over 2009 proposed by the Executive Board without

amendment.

Finally, the Supervisory Board recommends that the

General Meeting of Shareholders should discharge the

members of the Executive Board from liability for the

policy implemented and the Supervisory Board for the

supervision exercised.

Composition of the Supervisory Board and posts heldThe Supervisory Board has three advisory committees:

the Audit Committee, the Remuneration, Selection & Ap-

pointments Committee and the Strategic Investments

Committee. Each committee consists of three Superviso-

ry Directors, except for the Strategic Investments Com-

mittee, which consists of four members.

A summary of the primary and secondary posts held by

the members of the Supervisory Board is included at the

end of this annual report.

The Supervisory Board has set up a retirement schedule

on a rotation basis to guarantee its continuity and stabi-

lity. The following retirement schedule was drawn up on

26 October 2005 in accordance with Article 6.2 of the re-

gulations of the Supervisory Directors.

Name Supervisory Board Audit Committee Remuneration, Selection &

Appointments Committee

Strategic Investments

Committee

C. Griffi oen Vice-chairman Chairman Member

A. Lont Member Member

G.J. van Luijk Chairman Chairman Member

H.L.J. Noy Member Member Chairman

J.P.H.J. Vermeire Member Member Member

M.H. van der Woude Member Member

- 19 -


Name Date of initial

appointment

End of four-year term(s) Date of

reappointment(s)

C. Griffi oen (1941) 1 July 2005 2010 2006

G.J. van Luijk (1943) 1 Sept. 2005 2011 2007

H.L.J. Noy (1951) 1 July 2005 2012 2008

A. Lont (1958) 1 Sept. 2005 2013 2009

J.P.H.J. Vermeire (1944) 1 Oct. 2007 2011 2010

M.H. van der Woude (1960) 1 July 2005 2013 2009

The date of the Meeting of Shareholders at which the

annual accounts of the previous fi nancial year were

adopted was taken as the date of retirement or reap-

pointment (23 April 2010).

Activities of the Board The Supervisory Board was especially active in 2009,

partly due to the special attention that had to be given

to project development, regulation and Corporate Gover-

nance. In addition to meetings of the Committees men-

tioned below, the Board met formally fi ve times in 2009,

in practically every instance with all its members. These

meetings included close consultations with the Execu-

tive Board concerning a wide range of key issues, inclu-

ding a valuation of the assets – partly due to impairment

in Germany - the new strategy, the organisational struc-

ture, the progress of projects in hand, including project

management, the funding of these projects and appoint-

ment and remuneration policy. These consultations re-

sulted in the approval of a number of specifi c proposals

and reports. The Supervisory Board approved proposals

for a number of large-scale projects, a new system for

project governance, the 2010-2012 Business Plan, the

annual reports, dividend payments and the remunerati-

on policy. Regular consultations were also held with the

shareholder, who was asked to give its statutory approval

on various matters.

Audit CommitteeThe Audit Committee met three times in 2009, and dis-

cussed the quarterly fi gures, the annual accounts, results

of operational audits, fi nancing, Gasunie’s fi nancial stra-

tegy, the internal risk management and audit system and

the 2010-2012 Business Plan. The external auditor was

present at these discussions. The Committee gave de-

tailed consideration to the consequences of the German

regulatory system and the resulting impairment based

upon IFRS standards.

At the meetings of the Supervisory Board, the Chairman

of the Audit Committee accounted for the supervisory

measures implemented by the Audit Committee with

regard to the company’s fi nancial activities. The audit

plan, management letter and auditor’s statement to the

annual accounts were discussed with the auditor.

Remuneration, Selection & Appointments CommitteeThe Remuneration, Selection & Appointments Commit-

tee met three times in 2009. The Committee discussed

the performance, remuneration and terms of employ-

ment of the Executive Board, the adoption of ‘long-term

incentives’ and the Corporate Governance Code.

Strategic Investments CommitteeThe Strategic Investments Committee met six times in

2009. The main aim of the Strategic Investments Com-

mittee is to allow decisions concerning large-scale invest-

ments to take place effi ciently. The Committee evaluates

major investment proposals by the Executive Board,

submits recommendations to the Supervisory Board

regarding the economic feasibility of the investment

proposals and tests proposals for compatibility with

strategic policy. The Committee discussed investment in

major projects, such as the nitrogen buffer at Heiliger-

lee, the Gate terminal, Nord Stream and the Integrated

Open Season.

Remuneration policy for the Executive Board The remuneration policy for individual members of the

Executive Board is described in a separate chapter in this

report. The remuneration policy for members of the Exe-

cutive Board will be approved by the General Meeting of

Shareholders on 23 April 2010, on the recommendation

of the Supervisory Board.

- 20 -


Within the policy, the Supervisory Board fi xes the re-

muneration of the individual members of the Executive

Board, on the recommendation of the Remuneration, Se-

lection & Appointments Committee (RSA).

This Committee consists of:

G.J. van Luijk, chairman

C. Griffi oen

M.H. van der Woude

Meetings with the Employee CouncilRepresentatives of the Supervisory Board attended con-

sultations between the Executive Board and the Dutch

Employee Council twice during the reporting year.

AcknowledgementsThe Supervisory Board wishes to express its apprecia-

tion and recognition for the dedication and achieve-

ments of the Executive Board, the management and the

employees during the reporting year. The Board wishes

them every success in meeting the goals for 2010.

On behalf of the Supervisory Board of N.V. Nederlandse

Gasunie


- 21 -


In a letter of 19 December 2008 the shareholder gave a

broad outline of the parameters within which the remu-

neration policy governing directors of state-owned joint

ventures should be fi xed. Consultations were duly held

with the shareholder, including during the General Mee-

ting of Shareholders in April 2009. The Remuneration,

Selection & Appointments Committee then reconside-

red the existing policy and suggested adjustments which

have resulted in the remuneration policy presented in

this report. Efforts will be made to obtain commitment

for this policy at the General Meeting of Shareholders on

23 April 2010.

Context of the remuneration policyFollowing the demerger on 1 July 2005, Gasunie’s

responsibilities changed from those of an integrated gas

transport and trading company which it had assumed

prior to 2005. Gasunie’s mission now is to ensure safe

and reliable gas transport and related services to an

integrating European gas market. It must do so in an

effi cient, commercially sound and sustainable way cen-

tring on security of supply. To this end, it has defi ned

three strategic pillars which together underpin the gas

roundabout concept:

to operate, manage and, where there is a specifi c

need, adapt and expand the network;

to promote gas fl ows in and to northwestern Europe.

Gasunie encourages a competitive gas market by

connecting the infrastructure to various

domestic and international supply sources. This

includes the new connection projects and taking

part in international supply and transit pipelines,

the creation of a position in the LNG market and

participation in alliances;

to offer supplementary services. Gasunie must

become a full-service infrastructure company. In this

capacity, the company is active in gas storage, quality

conversion and in the renewable energy market

(green gas, transport of CO2).

In just a few years, Gasunie has thus evolved from a

‘management’ organisation on behalf of a single owner

/ user to an international, value-creating company with

many international customers in a converging European

market. The value for the Dutch economy is created pri-

marily by the realisation of a strong ‘hub’ function, the

possibility of arbitrage, fl exibility (storage), the develop-

ment and maintenance of the L-gas market and similar

activities.

The following fi gures illustrate Gasunie’s growth:

2005 2009

Turnover (in millions of euros) 1,277 1,669

Total assets (in millions of euros) 6,682 10,326

Employees 1,390 1,732

Customers (‘shippers’) from the

Netherlands / abroad

15 / 38 15 / 84

N.V. Nederlandse Gasunie consists of various organisa-

tional components, viz. Regulated Network Manage-

ment in the Netherlands and Germany, Participations &

Business Development and Construction & Maintenan-

ce, and has a number of subsidiaries and joint ventures.

They include:

GTS for regulated network management in the

Netherlands;

GUD for regulated network management in northern

Germany;

Zuidwending, a facility for the underground storage

of natural gas;

BBL (60%), a pipeline with attendant installations to

the United Kingdom;

Gate terminal (40%), a landfall facility and storage

tanks for LNG on the Maasvlakte;

APX (25.5%), a gas trading platform;

Nord Stream (9%), a pipeline system connecting

Russia with northern Germany.

Aims and principles underlying the remu-neration policy The remuneration policy exists to reward excellent per-

formance and to attract, motivate and retain directors

of the right quality and experience, from within the

company and in the form of experienced and proven

talent from the market. This is necessary to realise the

essential goals defi ned by Gasunie’s strategy. The policy

is based on the following considerations:

the remuneration policy must refl ect a balance

between short and long-term results, and between

operational and strategic performance;

the company bases remuneration packages for future

members of the Executive Board on a market

Remuneration policy for the Executive Board

- 22 -


comparison using weighted averages for the labour

market reference group cited below;

although the Dutch Corporate Governance Code does

not formally apply to Gasunie, the Supervisory Board

will take it into account when defi ning the remune-

ration policy.

Remuneration structureThe remuneration consists of:

a fi xed component (basic annual salary);

a variable component based on the meeting of short

and long-term goals ;

an employer’s contribution to the pension premium

and the life course savings scheme;

other secondary employment conditions.

Labour market reference groupThe labour market reference group is made up of

companies and organisations of similar size and

complexity with which Gasunie must compete,

either on the market or on the labour market. These

are grouped into three clusters:

1. the (semi)public labour market reference group.

This consists primarily of (semi)public organisations

involved with (energy and other) infrastructure

(weighting factor 50%);

2. the private sector labour market reference group.

This consists primarily of companies involved in

construction infrastructure, energy, engineering

consultancies, infrastructure management and

chemistry (weighting factor 25%);

3. the international labour market reference group.

This consists of foreign companies operating in

Europe which, like Gasunie, are active in gas-

transport (weighting factor 25%).

Basic annual salaryThe Supervisory Board will, when fi xing a basic annual

salary for its directors, use the results of a market compa-

rison with the aforementioned labour market reference

groups as a point of departure. The Supervisory Board

has verifi ed that the external consultant who carried out

this market comparison in 2009 is independent of the

members of the Executive Board.

Application of the labour market reference method leads

to a fi xed and variable salary that exceeds the maximum

of € 350,000 (reference date 1 January 2010) which the

shareholder regards as acceptable. However, the Super-

visory Board will, when appointing a new member of

the Executive Board, restrict the sum of the fi xed and va-

riable salary to € 350,000 at the specifi c request of the

shareholder. If the Supervisory Board feels that this li-

mitation may lead to unacceptable risks for the compa-

ny due to the fact that the available candidates do not

have the requisite profi le and/or necessary experience,

the Supervisory Board will consult with the shareholder.

The Supervisory Board also decides on annual salary

increments. If the maximum salary has been reached,

further growth is limited to the structural increments set

by the collective labour agreement.

Variable remuneration Gasunie pays its directors a short-term and a long-term

variable bonus. The targets that must be attained in order

to qualify for these bonuses are agreed annually. These

targets will, wherever possible, be both measurable and

ambitious. The Supervisory Board is authorised to adjust

the variable component within the limits cited below if

it is likely to lead to unfair discrimination due to excepti-

onal circumstances during the performance period. The

Supervisory Board is also authorised to reclaim from di-

rectors a variable bonus that has been awarded on the

basis of inaccurate (fi nancial) data. Progress in attaining

the targets will be measured after the end of the year

concerned, initially by the RSA and then by the full Su-

pervisory Board.

The Supervisory Board has chosen performance crite-

ria which relate to the implementation of Gasunie’s stra-

tegic goals. Company strategy is defi ned with specifi c

regard for the social impact of Gasunie’s activities and

their effects on the environment and society.

1 1 The maximum percentage of the variable component is 35% of the fi xed component.

- 23 -


Variable short-term remunerationThe purpose of the variable short-term bonus is to

reward the attainment of pre-agreed challenging targets

in a number of primarily operational key areas. These

operational targets apply to all Gasunie personnel; other

employee groups will also be rewarded for the attain-

ment of some of these targets.

The criteria for the award of the variable bonus relate

mainly to the roll-out of the strategy. The strategy is ap-

proved by the Supervisory Board and is screened against

the company’s social responsibilities. This is refl ected in,

for example, challenging quantifi ed targets relating to

safety, security of supply and cost-effi ciency.

The level of the variable short-term bonus will therefo-

re depend on the attainment of the targets. Partly at the

shareholder’s request, the Supervisory Board intends to

maximise the size of the short-term bonus at 25% of the

individual’s basic annual salary, with effect from 2011.

A long-term bonus of up to 10% will also be awarded

(see below).

The breakdown of this 25% is as follows:

Combined Gasunie targets (10%), subdivided into:

Financial 5%

- Result before tax

- EOperating costs

Operational 5%

- Improving personal safety for in-

house and contract staff at a Gasunie

location and in projects

- Reducing the incidence of pipeline

damage

- Guaranteeing security of supply

Individual targets (15%), subdivided into:

Targets relating to the individual area 10%

of responsibility of the director concerned

Overall assessment of the contribution 5%

made by the individual director

(to be established by the Supervisory Board)

In 2010, as in preceding years, the maximum bonus for

attaining targets in individual areas of responsibility will

be 15%, bringing the variable short-term bonus to 30%

if the targets are fully met.

Variable long-term remunerationGasunie also pays its directors a variable bonus linked to

the creation of value over the longer term. This variable

bonus consists of two components.

The fi rst component, to be introduced with effect from

2011, covers each member of the Executive Board indi-

vidually. The target is formulated in a specifi c and prac-

tically measurable way (SMART) where possible, and

relates to the development and implementation of Gas-

unie’s strategic and investment portfolio. This includes

both key strategic decisions, such as concluding or ter-

minating partnerships, and major investment propo-

sals and their implementation. As well as being assessed

against fi nancial criteria, these aspects are also screened

against the public interest, such as security of supply and

competition through diversifi cation of supply options

and facilitating the market for L-gas.

Up to 5% of the basic annual salary is paid annually to

each member of the Executive Board if, in the opinion of

the Supervisory Board, they have contributed to the de-

velopment and implementation of the strategic and in-

vestment portfolio.

The multi-year criterion based on Economic Value Added

(EVA™), which has been a feature of the policy in recent

years, is also being retained. This performance is measu-

red over a period of three years and is dependent on the

development of the EVA (EVA = (ROIC – WACC) x Inve-

sted Capital). A bonus of 5% of the annual basic salary

is awarded annually based on progress in meeting inte-

rim targets.

Scenario analyses have been made for the variable long-

term bonus, and the results of these analyses have been

approved by the Supervisory Board in the light of the

strategy and risk management.

ProcedureThe targets governing eligibility for variable bonuses are

agreed at the start of the year in question between the Su-

pervisory Board and the members of the Executive Board,

once the Chairman of the Executive Board has discussed a

proposal to this effect with the RSA Committee.

Variable bonuses are paid during the fi rst quarter of the

year following that for which the targets have been set.

- 24 -


Pension provisionsGasunie will offer new members of the Executive Board

a career-average salary scheme. The retirement age cur-

rently provided for is 65. If a member of the Executive

Board stands down before the age of 65 but continues to

be employed by Gasunie, agreements will be made about

that individual’s pension provisions up to the age of 65,

based on satisfactory mutual agreements.

The employment contracts of the Chairman of the Exe-

cutive Board and the Participations & Business Deve-

lopment Director also include clauses giving them the

option of leaving the company at the age of 60 under a

revised retirement scheme.

Other secondary employment conditions Gasunie has put together a package of secondary em-

ployment conditions for its directors. These conditions,

which also apply to other staff, include:

an incapacity for work scheme;

a lease car scheme;

an expense claims scheme;

a loan to cover mortgage costs for the fi rst house;

compensation in lieu of time off.

Other conditions Length of appointments

New members of the Executive Board will be appointed

for a period of up to four years, with a possibility of re-

affi rmation for a further four years. New members will

in principle stand down upon reaching the age of 62,

unless in the opinion of the Supervisory Board special

circumstances justify a longer term of offi ce or a higher

age limit.

Current members of the Executive Board were appoin-

ted on 1 July 2005 for an unspecifi ed period. If the Su-

pervisory Board feels it is opportune, the Chairman will

discuss with a member the date of his or her departure

and the conditions attached. Existing contracts, employ-

ment conditions and agreements made will be respected.

Relinquishments

Members of the Executive Board who terminate their

employment contracts must give two months’ notice.

If the employment contract is terminated by Gasunie, a

notice period of four months must be observed.

Compensation for dismissal

Compensation for dismissal for new company direc-

tors will be limited to a maximum of one year’s salary

(fi xed salary), in accordance with the Corporate Gover-

nance Code, except where such a limitation is clearly

unreasonable.

Change in control

New directors are covered by a ’change in control’ clause

which states that if they are forced to leave the company

due to a merger or the acquisition of the company by an

external party, or in the event of a fundamental change

in the nature, management or structure of the company

that is beyond the control of the Executive Board, they

will be awarded compensation of up to a maximum of

one year’s basic salary, regardless of which party termi-

nates the employment contract.

- 25 -


Remuneration package for 2009Based on the policy outlined above and a detailed evalu-

ation of performance, the Supervisory Board agreed the

following basic annual salaries and variable bonuses for

2009:

Basic annual

salary

on 1 July 2009

Variable short-

term bonus

(for performance 2009)2

M.P. Kramer € 350,045 € 92,765

H.A.T. Chin Sue € 236,969 € 62,799

E. Dam € 236,969 € 59,244

P.E.G. Trienekens € 236,969 € 65,169

See point 22 of the Explanatory Notes to the Consolida-

ted Accounts for the allocation of the other remunerati-

on package components in 2009.

1

2 The aforementioned variable bonuses are based on the attainment of pre-agreed targets during the reporting year. They consist of combined Gasunie targets and job-specifi c targets. The combined Gasunie targets relate to fi nancial and operational goals that must be met.

The short-term variable bonus was paid out in 2010. In 2009, the increase in the business value (measured in terms of EVA) of the long-term variable bonus linked to the Economic Value Added (EVA™) was above target. The increase in 2010 is also expected to be greater than previously forecast (beginning of 2009). However, expectations for the period after 2010 have had to be adjusted downwards, mainly due to the impairment of the German assets acquired in 2007/2008. The Supervisory Board has therefore decided to conditionally award the EVA-linked bonus (5%) for 2009. It was agreed that this bonus element would be paid in 2011 if the EVA trend (arising from developments relating to the Ger-man assets) for 2011 and subsequent years was better than is currently forecast.

- 26 -


Corporate Governance and Risk Management

Corporate GovernanceThe Dutch Corporate Governance Code took effect on 1

January 2004. It is intended to contribute to a more ef-

fi cient supervision of good corporate governance and a

more balanced distribution of responsibilities between

the Executive Board, Supervisory Board and sharehol-

ders. The code only applies in principle to listed com-

panies. The Corporate Governance Code Monitoring

Committee has since revised the code. The revised ver-

sion took effect on 1 January 2009.

While Gasunie is not a listed company, the Executive

Board and the Supervisory Board nevertheless feel it

is important to adhere as far as possible to the guide-

lines and ‘best practices’ described in the code. Sound

management principles, accountability, independent su-

pervision, transparency and responsible entrepreneur-

ship have been incorporated into the activities of the

Executive Board and the Supervisory Board, and were

applied in 2009.

Statement on organisational structurer

The revised ‘structuurregime’ is applicable to Gasunie (as

a wholly-owned state company).

Application of the Dutch Corporate Governance

Code

Not all ‘best practice’ provisions apply to Gasunie. In

so far as they are applicable, most of the provisions are

adhered to. One or two ‘best practice’ provisions are not

applied, however. These are detailed below in accor-

dance with the Corporate Governance guidelines.

Executive Board

II.1.1 A director is appointed for a maximum of four years.

He or she can subsequently be reappointed for up to four

years at a time.

Reasons for the departure from this Article:

Existing contracts with the members of the Executive

Board are open-ended and will be respected. Contracts

for newly appointed directors will adhere to the relevant

provisions in the Corporate Governance Code.

II.2.8 The maximum compensation for premature dismis-

sal shall be one year’s salary (the ‘fi xed’ portion of the

salary). If the maximum of a year’s salary for a director

who is dismissed during his initial term of offi ce is clearly

unreasonable, the director in question will be eligible for

compensation of up to two years’ salary.


Existing employment contracts with members of the

Executive Board will be respected. Compensation for dis-

missal will be agreed on a fair and reasonable basis, with

due regard for the applicable employment contract.

Supervisory Board

III.5.11. The chairmanship of the remuneration commit-

tee shall not be held by the Chairman of the Supervisory

Board, or by a former director of the company, or by a

member of the Supervisory Board who is a director of ano-

ther listed company.


The Board feels the Chairman should be closely involved

in the preparation of salary and remuneration policy,

partly in view of the current high profi le of this policy.

The Board has therefore decided not to separate the

chairmanship from that of the Remuneration, Selection

& Appointments Committee.

The following documents are available on the website

www.gasunie.nl:

Procedure governing the activities of the Executive

Board

Procedure governing the activities of the Supervisory

Board

Whistleblowers’ scheme

Code of conduct

- 27 -


Risk management

Internal risk management and audit systems

Our company activities are subject to risks. These risks

arise as a result of changing circumstances in the in-

ternal and external environment. We are committed to

managing these risks adequately. Risk management is

therefore an integral part of all our company processes

and activities.

Our risk management is implemented through a clear

internal risk management and audit system. This is de-

signed to provide a reasonable degree of certainty that

the realisation of our operating targets is being moni-

tored, that risks attached to our company processes and

business activities are being properly managed, that our

fi nancial accounting is reliable and that legislation and

regulations are being upheld. We apply the COSO (Com-

mittee of Sponsoring Organisations of the Treadway

Commission) Enterprise Risk Management model as a

reference framework for planning and evaluating our in-

ternal risk management and audit system.

Universally applicable standards are defi ned in the do-

cument ‘Minimum requirements for management con-

trol’. This document is a standardised framework for all

Gasunie operating units. Within the framework of the

risk management and audit system, the managers of the

departments and the subsidiaries are responsible for the

organisation and operation of the system in their own

operating unit. Senior managers annually account for

the functioning of the internal risk management and

audit system to the Executive Board by means of a ‘Do-

cument of Representation’.

All Gasunie staff are governed by a code of conduct. All

key processes are covered by handbooks, guidelines and

procedures, which are periodically updated.

In the context of the annual accounts, external auditors

periodically evaluate the main aspects of the organisati-

on and the operation of the administrative organisation

and its internal audit measures. They report their fi n-

dings to the Executive Board and the Supervisory Board.

The Executive Board discusses the organisation and ope-

ration of the total risk management and audit system

with the Audit Committee each year.

Specifi c risks for Gasunie

Strategic risk analysis

A strategic risk analysis is performed annually. The Exe-

cutive Board discusses the risks that could prevent Gas-

unie from attaining its strategic goals. Both the strategic

goals and the risks are discussed with the Supervisory

Board and incorporated into the business plans of the

various operating units. Audits are carried out based on

the policy plans and adjustments are made where neces-

sary. This cycle is part of the risk management and audit

system. Identifi ed risks are reduced to acceptable limits

in accordance with Gasunie’s risk profi le.

Market risks

The liberalisation of the European gas market and the

resulting EU Directives and national legislation have a

major impact on Gasunie’s business operations. EU Regu-

lations have direct application within the member states.

Regulators, in the form of the NMa’s Offi ce of Energy Re-

gulation in the Netherlands and the Bundesnetzagentur

in Germany, have been appointed by their respective go-

vernments to monitor compliance with the Gas Act and

associated regulations. This applies to regulated sections

of the gas market, including gas transport. Key risks for

Gasunie relate to permitted tariffs for transport and

related services. These tariffs are under pressure, both

in the Netherlands and in Germany, which could en-

danger timely investments in vital infrastructure. It is

not only new infrastructure that is affected, but also Gas-

unie’s existing infrastructure. In the near future, progres-

sive amounts will need to be invested in the maintenance

and replacement of pipelines in order to continue to gua-

rantee security of supply and safety in the future.

One of the risks of operating on an international market

is insuffi cient regulatory coordination between different

national regulators. Gasunie holds ongoing consultations

with market players, authorities and regulators to ensure

that tariff levels do not undermine a good investment cli-

mate and that other conditions are coordinated in order to

promote cross-border gas transport.

The gas and gas infrastructure markets are in a major

state of fl ux. A number of prominent companies are vying

for a lead in the European gas transport market. It is these

parties with which we are in competition.

- 28 -


Gasunie takes part in various partnerships with other

market players. Examples include BBL, Gate terminal,

Nord Stream and, for Gasunie Deutschland, the trans-

port companies Deudan and Netra. Managing these part-

nerships entails new risks for Gasunie. These risks are

controlled by defi ning tasks, responsibilities and compe-

tencies as clearly as possible in advance, and through fre-

quent reporting. Risks for major infrastructures lie mainly

in the often time-consuming licensing procedure, which

can lead to the delay or even postponement of a project.

Operational risks

Personal and external safety, health and environment are

spearheads of our policy. We have established a system

which guides these processes, monitors performance and

identifi es points for improvement. We currently manage

an underground pipeline network covering more than

15,000 kilometres and countless installations across the

Netherlands and northern Germany. Due to the incre-

ase in the built environment and in construction acti-

vities, it is becoming increasingly diffi cult to ensure the

safe positioning of all our pipelines. Ongoing attention

is therefore vital to prevent damage to the gas transport

network and to guard against the potential consequen-

ces of such damage. We have an extensive system for

maintaining the integrity of the transport network. This

includes cathodic protection and monitoring. Where ne-

cessary, swift adjustments to the network will be made

to continue to guarantee the safe location of our pipes.

The KLIC online system, coordinated by the Land Regis-

try, is designed to ensure that no unsafe excavation work

takes place near pipelines in the Netherlands.

We are developing many new activities, both in terms of

sustainability and in terms of implementing major pro-

jects, sometimes in partnership with other companies.

This will to some extent require new and/or specifi cally

trained staff, who are not always easy to fi nd.

Financial risks

Gasunie’s ongoing major investment projects have ge-

nerated large borrowing requirements. In the current

fi nancial market, there is a risk that such funding will

either be inadequate or too expensive. It is therefore im-

portant to monitor Gasunie’s creditworthiness and to

broadly focus on the opportunities on the money and ca-

pital market so as to meet our fi nancing need.

In Control Statement The Executive Board is aware that no matter how profes-

sional they may be, these management systems do not

provide an absolute guarantee that the business goals

will be met, or that these systems can completely remove

the risk of material inaccuracies, loss, fraud and infringe-

ments of legislation and regulations.

The Executive Board hereby declare that with regard to

fi nancial reporting risks, the internal risk management

and audit systems offer a reasonable degree of certainty

that the fi nancial reporting does not contain any materi-

al inaccuracies and that the risk management and audit

systems functioned satisfactorily in 2009.

There were no indications that they will not continue to

do so during the current fi nancial year.

- 29 -


Report of the Executive Board

I am hereby reporting to you on the consolidated results

achieved by N.V. Nederlandse Gasunie on behalf of the

Executive Board.

The year 2009 closed with an annual result after tax of

€ 122 million, which is € 272 million less than the pre-

vious year. This was largely due to an exceptional value

adjustment of the gas transport network in Germany.

Without this value adjustment, the annual result after tax

would have been € 555 million. The growth in turnover

from approximately € 1.5 billion in 2008 to € 1.7 bil-

lion in 2009 was largely due to the contribution of Gas-

unie Deutschland (acquired on 1 July 2008) to company

turnover, which in 2009 covered a full fi nancial year.

An exceptional decrease in the value of tangible and fi nan-

cial fi xed assets of € 570 million before tax was charged

to the 2009 result. This concerned the gas transport net-

work of the cash fl ow generating entity ‘Gasunie Deutsch-

land’ within the ‘Regulated network management in the

Netherlands and Germany’ segment. It was included in

the consolidated profi t and loss account under ‘Excep-

tional value adjustments’. The exceptional decrease in

value, as estimated on the basis of information current-

ly available, was primarily due to the decision taken in

October 2009 by the German regulator, the Bundesnetz-

agentur. The Bundesnetzagentur is also due to appro-

ve the applicable effi ciency factor. The resulting tariff

system will apply for the 2008-2012 period. These tariffs

are substantially lower than were anticipated when the

2008 annual accounts were drawn up and at the time

of the acquisition of Gasunie Deutschland in 2007. The

tariff decision has also led to a review of the cash fl ow

forecast. A change in the regulatory framework is expec-

ted in 2013 which will make sustainable investments in

the gas transport network possible in the longer term.

Based on the price capping method to promote effi cient

operations, which was published in April 2009, GTS sub-

mitted a proposal for new tariffs for 2009 to the Offi ce

of Energy Regulation (the Dutch regulator), which took

a decision in June 2009. The new tariffs became effec-

tive on 1 July. In September 2009, GTS submitted its

tariff proposal for 2010, on which the Offi ce of Energy

Regulation took a decision in December 2009. There are

a number of ongoing objections and appeals to specifi c

aspects of the X factor decisions and tariff decisions for

2009 and 2010, the outcome of which was not yet known

when this report was published.

There were also various developments at EU level which

were of major importance for the future legislatory and

regulatory framework, and hence for the investment

climate for companies like Gasunie. Of particular note

were the discussions on security of supply in the context

of the Strategic European Energy Review, and on promo-

ting competition in the context of the ‘Third Package’.

The lack of harmony between national regulatory struc-

tures in Europe remains an obstacle to further cross-bor-

der market integration, obstructing the development of

an international gas infrastructure company like Gas-

unie, and that of its customers.

Government policy within the EU must strike a satis-

factory balance between boosting effi ciency in day-to-

day network management and permitting an economic

return and decision-making process that enables timely

infrastructure investments to be made. We certainly do

not believe that this balance has yet been found. This

is illustrated in particular by the adverse development

of regulation in Germany, which will also have directly

harmful consequences for Gasunie, as detailed above (in

the form of an exceptional impairment of value).

At the end of 2008, the diffi culties on the fi nancial mar-

kets became increasingly visible. In 2009, we focused

our full attention on minimising their negative effects

for Gasunie, our suppliers and our customers as far as

possible.

The safe location of our gas transport network remains

a priority. A good safety performance is and will conti-

nue to be a major prerequisite for retaining public con-

fi dence: it is our ‘license to operate’. The Construction

and Maintenance Department plays a major role in up-

holding this satisfactory performance on a daily basis.

We give considerable attention to the personal safety of

our own employees and external contract staff working

for Gasunie. The number of accidents involving absen-

ce from work among contract staff was 2.5 per million

hours worked. This was well above our self-specifi ed fre-

quency index of 1.4. The number of accidents involving

- 30 -


absence among in-house staff was 2 (2008:1): as a result,

the targeted accident frequency index for in-house staff

(zero accidents involving absence from work) was not

accomplished. There were 8 accidents involving pipeline

damage due to excavation work, none of which involved

a gas leak. The instances of pipeline damage therefore

remained below our self-specifi ed indicator value of 14

incidences, with a maximum of 1 gas leak.

We want to execute our responsibilities effi ciently and

effectively and hence generate value for our shareholder.

We employ Economic Value Added (EVA™) as a fi nanci-

al performance yardstick. This is a measure of economic

return which indicates the profi tability of a company, in

which explicit account is taken of the risks inherent in

its activities.

A major event for Gasunie in 2009 was the formal trans-

fer of Gasunie Engineering & Technology to KEMA on

1 July. The calibration facility in Westerbork and Gas-

unie Engineering BV were not included in this agree-

ment. Gasunie has concluded an SLA (Service Level

Agreement) with KEMA for the next 10 years to safe-

guard the continuity of its work.

In 2009 Gasunie continued with the tasks and projects

on which it had already started work, including the con-

struction of the natural gas buffer in Zuidwending. On

15 December 2009, the shares of Nuon Zuidwending B.V.

were transferred to Gasunie.

The expansion of the domestic gas transport network

(North-South pipeline project) is making steady pro-

gress. The formal opening of the North-South connec-

tion is expected to take place on 1 October 2010. The

company’s large-scale projects are on track. Optimisati-

on of the planning and implementation of major pro-

jects was taken a step further by the establishment of

the Large Project Review Board. In 2009 a substanti-

al amount of work was done on the Integrated Open

Season for both the Dutch and the German markets. A

total of over 20 customers booked capacity, half of them

for both the German and the Dutch markets. In 2010

Gasunie will do its utmost to come to a fi nal investment

decision for the Dutch and German sections. This is a

clear indication that Gasunie is making an active contri-

bution to strengthening the gas roundabout.

Acknowledgements

On behalf of the Executive Board, I would like to thank

all our staff in the countries in which we are active for

their dedication and commitment to the company over

the past year. Our main task is and will continue to be

to make a positive contribution to a safe, reliable, effi -

cient and sustainable energy supply. I am confi dent that

we will continue to reliably meet this obligation in 2010.

Maintaining and further developing a constructive re-

lationship with all stakeholders outside the company is

therefore once again a key prerequisite.

M.P. Kramer

Chairman of the Executive Board of N.V. Nederlandse

Gasunie

- 31 -


Regulation

The Netherlands

On 27 March 2009, the Minister of Economic Affairs

sent a letter to parliament proposing an amendment to

the Gas Act. This bill of amendment seeks to further de-

velop and upgrade the energy infrastructure, and will

implement earlier policy letters to create better proce-

dures for the necessary investments to expand the do-

mestic gas transport network. The proposed amendment

also ties in with the ‘state coordination scheme’ to sim-

plify licensing procedures. The Gas Act will in future

state that investments covered by the ‘state coordination

scheme’ will automatically be included in the RAB (Re-

gulated Asset Base). It will also regulate the on-charging

of investments in the expansion of the network in the

GTS tariffs. Both amendments will give GTS more cer-

tainty about how to recoup investments.

In April, the Dutch competition authority (NMa) pu-

blished the new price capping to promote effi cient ope-

rations for the GTS tariffs in the 2009-2012 regulation

period. These X factor decisions are based on the method

decisions announced by the NMa in December 2008.

They specify that the tariffs for gas transport and balan-

cing must decline by 6.2% per year. However, because an

annual increase of 1.6% is required for quality conver-

sion, the weighted average is an effective price capping

of 5.4% per annum. GTS therefore submitted a proposal

for new tariffs for 2009 to the Offi ce of Energy Regula-

tion based on this method. The regulator issued a deci-

sion in June 2009 and the new tariffs became effective

on 1 July. In September 2009, GTS submitted its tariff

proposal for 2010, on which the Offi ce of Energy Regula-

tion took a decision in December 2009. GTS is currently

awaiting the outcome of various objections and appeals

it has lodged against specifi c aspects of these decisions.

Under the terms of the Ministry of Economic Affairs’

policy rule on the regulation framework for gas trans-

portation by the national network operator (GTS), the

rates of return on the GTS assets, based on the situation

obtaining on 1 July 2008, were 5.5% for the existing net-

work and 7% for new investments. The permitted rate

of return on new investments is on the low side compa-

red with the rest of Europe. Gasunie therefore fi nds itself

at the bottom end of the spectrum. In 2009, the Dutch

Energy Council stated that network operators must be

given more certainty in advance that they would be able

to on-charge the costs of investments in energy networks

in their tariffs. The aforementioned amendment of the

Gas Act is an encouraging step in the right direction. We

trust that this amendment will be incorporated into the

regulatory method of the Offi ce of Energy Regulation at

the earliest opportunity.

Germany

On 1 October, the German regulator, the Bundesnetza-

gentur (BNetzA), substantially reduced transport tariffs

in Germany. Gasunie is disappointed by this decision, es-

pecially in view of the fact that substantial investments

must be made in the German infrastructure to continue

to guarantee security of supply. The BNetzA decision is

a major obstacle to such investments. The need to make

available the necessary additional transport capacity was

recognised by the new coalition government and formal-

ly enshrined in the coalition agreement. Not only is this

vital for consumers in Germany, it is also important for

Germany’s neighbours, which depend on the expansion

of the German gas infrastructure for their gas supply.

Following the recent Integrated Open Season (IOS) held

by GTS and GUD, customers have indicated a need for

a substantial expansion of the infrastructure, partly in

connection with the rerouting of gas fl ows. Investments

of this scope and nature are only economically viable if

the regulation system creates the right conditions for

them.

Since the BNetzA decision in September 2008 to restrain

competition on the gas transport market in Germany, a

cost-plus regime has been imposed on GUD. The regula-

tion period for this regime is retrospectively applicable

from 23 September 2008 to 1 January 2010. This will be

followed by successive regulatory periods of up to fi ve

years each, running from 2010 which will include an ‘in-

centive’ regulation. This means that an effi ciency factor

will be applied to the permitted costs. The fi rst period

runs from 1 January 2010 to 1 January 2013. The German

regulator’s aim is to reduce the gas bills of end-users. Ho-

wever, the share of gas transport through the high-pres-

Regulated network management in the Netherlands

and Germany (TSO)

- 32 -


sure transmission system as a proportion of the energy

bills of end-users in Germany is less than 5%. Since we

believe that there is competition on long-distance gas

supply, we lodged an appeal against the BNetzA decisi-

on with the Oberlandesgericht (OLG) in Düsseldorf. Our

appeal was overturned in a judgement of 25 November.

A judgement on our appeals against the fi xing of rates of

return and on the value of the assets is expected in 2010.

Europe

Lisbon Treaty

The new European Treaty was ratifi ed at the end of 2009,

bringing to an end a long process to establish new Euro-

pean rules of play. The Lisbon Treaty will give greater

powers to EU institutions in general, including in the

sphere of energy.

Third Package

In May 2009, the European Parliament, the Council of

Ministers and the European Commission reached agree-

ment on the European Third Package. The Third Packa-

ge formally took effect on 3 September 2009, with most

of the measures coming into force on 3 March 2011. The

new EU legislation must now be transposed into natio-

nal laws and regulations by the member states. Gasunie

has discussed the matter with the Ministry of Economic

Affairs in the Netherlands and with the Bundesministe-

rium für Wirtschaft und Technologie in Germany.

The Third Package seeks to promote the further integra-

tion and liberalisation of the single energy market and

proposes measures for ‘ownership unbundling’, the es-

tablishment of a European association of regulators

(ACER) and a partnership of Transmission System Ope-

rators (ENTSOG) to include participation by Gasunie’s

TSOs.

In 2009, as the result of further market integration and

liberalisation, Gasunie took part in a growing number

of consultations and is increasingly working in regional

and European partnerships. One of these regional part-

nerships is the Gas Regional Initiative for Northwestern

Europe, which was established by the umbrella organisa-

tion for European regulators, ERGEG (European Regula-

tors Group for Electricity and Gas). Gasunie is working

within this initiative with other network operators, regu-

lators and stakeholders to improve the operation of regi-

onal gas markets. Priorities for 2009 and 2010 include:

transparency, primary and secondary capacity, invest-

ment climate and regulatory/TSO cooperation.

On 1 December 2009, a new organisation, ENTSOG (Eu-

ropean Network of Transmission System Operators for

Gas) was established in Brussels. Following the adopti-

on of the Third Package, membership of this organisa-

tion will be compulsory for all gas transport companies

throughout the EU. ENTSOG has a number of statuto-

ry responsibilities, including drafting European network

codes and a ten-year European network development

plan. The network codes proposed by ENTSOG can be

made binding by the European Commission.

Good cooperation with other transport companies in

ENTSOG is vital to Gasunie. In the future, national codes

will increasingly be replaced by European network

codes. This will promote cross-border trade in gas, incre-

asing competition and liquidity.

EU Regulation on the security of gas supply

In July 2009 the European Commission published a pro-

posal for a new regulation on the security of gas supply.

The new regulation would introduce an infrastructure

indicator and security of supply ‘standards’ in the event

of exceptionally high demand for gas or an interrupti-

on in the gas supply. Member states will also be obli-

ged to draw up national action and crisis plans that the

Commission would then review. An agreement between

the EU institutions regarding the proposal is expected in

mid-2010. Gasunie is discussing the proposed regulation

with European policymakers, both directly and via Gas

Infrastructure Europe (GIE).

- 33 -


Gas transport

Turnover and volume

In 2009, the TSOs in the Netherlands and Germany re-

corded a turnover of € 1.56 billion from gas transport-

related services through GTS and GUD. The total volume

transported through both networks in 2009 was approxi-

mately 122.5 billion cubic metres (excluding the volume

transported through the BBL).

The turnover realised from transmission and related ser-

vices via GTS during the year under review remained

more or less unchanged from the previous year, at € 1.3

billion. The average price (tariff) was 2.2% lower than

in 2008 due to application of the x factor. Total volume

(capacity) rose slightly, mainly due to an increase in the

entry and exit volumes at a number of border points.

In the Netherlands, the volume of gas transported fell

by almost 10% compared to the previous year, to 99 bil-

lion cubic metres (2008: nearly 108 billion cubic metres).

The maximum day volume transported in the Nether-

lands came to 489 million cubic metres (35.17 MegaJou-

les, Groningen gas quality), compared with 469 million

cubic metres (35.17 MegaJoules) in the previous year.

On 18 December 2009, demand for gas was so high

that all the L-gas compressor stations had to operate

simultaneously.

130

120

110

100

90

80

70

60

50

40

30

20

10

0

20

05

20

06

20

07

20

08

20

09

TRANSPORTED VOLUME (billion m3 /year)

95

.2

96

.4

95

.9

12

6,8

10

7.8

9.3

*

23

.59

9.0

Gasunie, Deutschland

* as from 1 July 2008

Gasunie, the Netherlands

The number of interruptions in the supply of gas

remained within the specifi ed norms during the repor-

ting year. An incident at Reeuwijk in March resulted in a

break in the gas supply to 2,850 consumers. The supply

was fully restored after 32 hours.

In Germany, the volume of gas transported rose to 23.5

billion cubic metres, an increase of 4% (2008: 22.6 bil-

lion cubic metres). The turnover realised from transmis-

sion and related services came to € 247 million.

Transport developments in the Netherlands

In 2009, the new balancing regime and new market

model for the wholesale gas market were developed

further. In March 2009, the bill to amend the Gas Act

was submitted to the Dutch House of Representatives,

who adopted it at the beginning of 2010.

Quality conversion

On 22 June, the NMa took a decision to socialise quality

conversion costs. As a result, users of the GTS network

will no longer have to separately book and pay for qua-

lity conversion. This will replace the existing subsidia-

ry markets for high and low calorifi c gas, which will in

turn boost competition through the creation of a single

market. The decline in supply from the small fi elds and

the advent of very high calorifi c imported gas will result

in a growing need for quality conversion over the coming

years. In 2009, a decision was taken to expand the capa-

city for quality conversion through the construction of

a peak nitrogen buffer at Heiligerlee in Groningen. This

installation is expected to be taken into operation in the

second half of 2012.

Gas terms and conditions

In September 2009, the combined network operators sub-

mitted a proposal of amendment to revise the terms and

conditions governing the gas industry in order to enable

the new market model and balancing regime to be intro-

duced on 1 April 2011. GTS has been working on the new

balancing regime with representative organisations, the

Ministry of Economic Affairs and the Offi ce of Energy Re-

gulation since 2007. At around the same time, discussions

began on the new market model, with various working

groups established to plan and structure it. GTS has cre-

ated a separate section on its website to inform market

players and stakeholders about the transition to the new

balancing regime and market model on 1 April 2011.

- 34 -


Balancing regime and market model

A key aspect of the new regime is that the market play-

ers will be given steering information to enable them to

balance their own portfolios. If this does not work and

the system becomes unbalanced, GTS can make adjust-

ments by means of a transparent market mechanism, the

bid ladder. GTS will settle any income or expenditure re-

sulting from the purchase or sale of gas on the bid ladder

with market players who have contributed to the imba-

lance or to maintaining the balance of the system. These

changes will give market players a more appropriately

active role in balancing the system and hence in infl uen-

cing their own balance position and the associated costs.

This ties in with the letter from the Minister of Econo-

mic Affairs of 18 February 2008.

In the same letter, the minister also announced a new

market model for wholesale gas. The minister’s plans

were developed further in a draft bill of amendment to

the Gas Act, which was presented to the sector for con-

sultation in mid-2008. The main changes proposed were

that all consumers connected to a gas transport network

would as a rule be responsible for drafting a programme

which describes the supply and extraction of gas in rela-

tion to their own connection, and that separate program-

mes should be drawn up for market players who supply

gas to the network and those who take gas from it.

Because both the new balancing regime and the new

market model will defi ne the behaviour of network

users, the two changes are being prepared in close coor-

dination, both internally and in cooperation with other

stakeholders within the sector.

TTF

The volume of gas traded on the Title Transfer Facili-

ty (TTF, a virtual trading platform) rose to 81.6 billion

cubic metres in 2009, an increase of 28% compared with

2008. In 2009, the physical volume via the TTF amoun-

ted to 26.6 billion cubic metres of natural gas, a 32% in-

crease compared with the previous year. As a result, the

‘churn factor’ (the average number of times that a cubic

metre of natural gas is traded during a single year) was

3.1. The average number of traders who were active on

the TTF was 60, with up to 71 traders active per day.

Market and capacity developments

Due to the anticipated effects of the economic crisis, spe-

cial attention was given to the exit capacity booked by

or on behalf of industrial customers. On 1 October, only

50% of these customers had booked capacity for 2010.

The volume of capacity booked was unchanged from

2009, showing that the economic crisis has not substan-

tially affected demand for capacity by these customers.

This was additionally confi rmed by the bookings made

after 1 October.

The decline in the entry and exit capacity booked at

border points for 2010 mainly relates to interrupti-

ble transmission capacity. Bookings for ‘fi rm’ capacity

remained largely the same as in 2009. This is due to the

fact that ‘fi rm’ capacity has been sold out for a number

of years ahead (in the form of long-term contracts). The

extra demand for entry and exit capacity at border points

during the year under review was met through the sale

of interruptible capacity. Recent studies by Cambridge

Energy Research Associates (CERA) and the Clingendael

Institute have concluded that it will be fi ve years before

demand for gas will return to pre-fi nancial crisis levels.

We have therefore assumed that the downward adjust-

ment of capacity bookings is the result of uncertainty

about demand for gas in the coming years. The effects of

this on capacity bookings will be less than the potential

decline in demand for gas as the result of the capacity re-

quired for peak demand and arbitrage.

GTS has begun facilitating the input of green gas into

the network. The proportion of green gas in the total gas

supply is still modest but will increase in the future.

In October 2009, GTS and the regional network operators

informed the bulk consumer market of the increasing di-

versity of the gas composition within the specifi cations

in force and the possible consequences this could have.

The market may have to make adjustments to the rele-

vant installations in order to accommodate these gases.

- 35 -


Integrated Open Season in the Netherlands and

Germany

In 2009, the fi rst Integrated Open Season was held by

the TSOs of Gasunie in the Netherlands and Germany.

Based on a market survey and the provisional contracts

concluded, a substantial demand for more transport was

identifi ed. Calculations of the extra capacity required

revealed the need for an expansion in the direction of

Denmark, the connection of new underground storage

facilities and a strengthening of the interconnection ca-

pacity at Oude Statenzijl. Independently of the techni-

cal realisation of the necessary extensions, negotiations

have begun with the relevant joint venture partners to

ensure that the new projects are completed on time.

However, investments can only be made if the German

regulatory framework and regulations are substantially

amended.

The provisional agreements in particular refl ect a large

demand for more capacity for storage projects to absorb

fl uctuations in the gas supply and to facilitate cross-bor-

der trade and international competition.

Investments in this extra capacity could provide a better

service for the market and further improve the inter-

connection of the GTS network with the GUD network.

They could also further strengthen the performance of

the gas roundabout, with positive spin-offs for security

of supply (storage, new reserves) and competition (stora-

ge, cross-border trade).

The extra capacity could result in a growth of the gas

transport services provided by GUD, including the provi-

sion of H-gas services. A high proportion of the capacity

in the GUD network is due to new network connection,

primarily for storage projects. A large volume of capaci-

ty has also been applied for to strengthen international

network connection points, notably with the Danish net-

work at Ellund, the interconnection with Nord Stream

and interconnections with the GTS network.

In preparation for a fi nal investment decision at the end

of 2010, work on the Integrated Open Season will con-

tinue and projects that have been given priority will be

developed further.

Transport developments in Germany

Introduction of new general terms and conditions

and cost-related tariffs

In response to competition between the supra-regional

TSOs in Germany and as a result of the merging of the

market for L-gas in the form of a joint subsidiary, Aequa-

mus, GUD adjusted the gas transport tariffs with effect

from 1 April 2009. The average price reduction in this

fi rst phase was 7%. The second tariff adjustment and

amendment of the general terms and conditions took

place in October 2009, following approval by the BNetzA

of the new cost-related tariffs. The tariff adjustment ari-

sing from the market merger (GASPOOL) took effect at

the same time.

Following on from the merger of the national markets,

measures to strengthen the connection between GTS

and GUD were continued. In September 2009, a service

update for Eucabo was offered. As a result, capacity can

now be booked for all the working days of the following

week. A new product, ‘working days next week’, was also

offered.

Market mergers

Two market mergers were implemented in 2009: Aequa-

mus, a joint subsidiary of GUD, Erdgas Münster Trans-

port and EWE Netz was established to operate the L-gas

market; and GASPOOL, a subsidiary of the pipeline net-

work operators GUD, Wingas Transport, Ontras-VNG

Gas transport, Statoil Deutschland Transport and Dong

Energy Pipelines, was created to operate a comprehen-

sive market area for H-gas in Germany. GASPOOL also

operates a virtual trading platform for natural gas, for

which it accepts nominations for this GASPOOL hub.

The volumes traded on the GASPOOL hub rose in 2009

from just over 44,000,000 MWh in October to just under

60,000,000 MWh in December.

The reduction in the number of market areas was welco-

med by the market and all the stakeholders. The coalition

agreements concluded by the new German government

make provision for a further reduction of the six German

market areas to a maximum of two market areas in the

coming years: one for L-gas and one for H-gas. The

merged markets are responsible for implementing the

balancing contracts within the merged market area and

for the purchase and sale of energy surpluses.

- 36 -


- 37 -


BBLDuring the year under review, BBL Company V.O.F.

transported a total of 7.1 billion cubic metres of natural

gas (2008: 9.3 billion cubic metres). Gasunie has a 60%

stake in BBL Company. In 2009 BBL fully met its trans-

port commitments, despite a major technical malfuncti-

on on 9 February 2009 in one of the three compressors

at the station in Anna Paulowna. BBL, Gasunie and the

manufacturer of the compressor succeeded in getting a

replacement into operation shortly before the summer.

Following the breakdown, BBL and the manufacturer

conducted a detailed investigation which identifi ed the

actual cause of the problem. As a result, all the com-

pressors must be overhauled. The reconditioning of the

fi rst compressor was completed shortly before winter

2009/2010. The two remaining compressors will be over-

hauled over the next two summers.

In 2010 a fourth compressor will be installed at the sta-

tion in Anna Paulowna. From 1 December 2010, this

fourth compressor will increase the ‘fi rm forward fl ow’

capacity to the UK from 1.74 million cubic metres of na-

tural gas/per hour to 2.10 million cubic metres of natu-

ral gas/per hour.

Ofgem and the Dutch authorities are still engaged in

discussions concerning the introduction of ‘conditio-

nal reverse fl ow’ services. This will enable volumes to

be transported from the UK to Balgzand, on condition

that suffi cient volumes are allowed to fl ow in the oppo-

site direction. BBL believes this service can be introdu-

ced in around summer 2010 under conditions that are

acceptable to it.

Gazprom’s option to acquire a 9% stake in BBL, which

expired in November 2009, was not exercised.

Nord StreamIn 2009 Nord Stream successfully concluded the Espoo

procedure to obtain the necessary licenses. This procedu-

re gave nine countries on the Baltic Sea an opportunity

to assess the potential effects of this cross-border pro-

ject. Partly in view of the positive conclusions reached

by the assessment, all fi ve countries directly involved in

the project (Denmark, Sweden, Finland, Russia and Ger-

many) have since issued all the necessary licenses and

construction work can now begin.

The reporting year was also dominated by the procedu-

re to obtain project fi nancing for the fi rst pipeline: over

two-thirds of the funding required was borrowed from

fi nancial institutions. The remainder took the form of

shareholders’ equity. There was suffi cient interest in the

loan from the market and the process is likely to be com-

pleted during the fi rst few months of 2010.

Discussions have also been held with Gaz de France

to discuss its accession to Nord Stream as the fi fth

shareholder.

For the fi rst of the two pipelines 1,000 kms of sections

have now been produced. They are being stored at va-

rious locations. The project is on track both in terms of

timing and budget.

Gate terminalThe construction of Gate terminal, the fi rst LNG terminal

currently being built in the Netherlands, is fully on sche-

dule. Gasunie will continue to support the Gate project

organisation in 2010, both technically and commercially,

as it did in 2009. The aim of Gate terminal is to be able

to sell extra capacity at this terminal in 2010.

The feasibility of connecting Gate terminal to the Gas-

unie peak shaver on the Maasvlakte was investigated.

A connection of this kind is technically challenging but

would seem to be attractive because the supply of liquid

gas to the peak shaver could yield substantial cost sa-

vings and environmental gains.

Natural gas buffer at ZuidwendingWork on the natural gas buffer at Zuidwending has

been conducted in partnership by Nuon and Gasunie

since 2003. On 15 December 2009, however, Nuon

and Gasunie jointly decided to develop the gas storage

facility in Zuidwending independently from each other.

Gasunie will concentrate on the storage of low calorifi c

gas, while Nuon will focus on the storage of high calori-

fi c gas. Gasunie acquired Nuon’s share in phase 1 of the

project, thereby obtaining sole ownership of the four

existing caverns and the accompanying gas installation.

Participations & Business Development (non-TSO)

- 38 -


SustainabilityDemand for more sustainable energy and a curb on

greenhouse gas emissions is growing. In the Nether-

lands and elsewhere in Europe, this goal is supported

through political measures. Gasunie not only wishes to

comply with existing and future legislation and regula-

tions, it also wants to investigate and develop attractive

commercial opportunities, notably with regard to the

value chain for biogases.

On 1 July 2009, to support the government’s political

goals and foster the rapidly growing market for biogas-

es, Gasunie introduced the fi rst certifi cation agency for

biogas. The purpose of this register, known as Vertogas,

is to give producers and traders the security of a certi-

fi cate of origin for biogases. This will promote the tra-

dability of green gas, encouraging a better process for

price-determination and a positive effect on the econo-

my of green gas projects. At the end of 2009, Gasunie

gave a demonstration on how Vertogas operated. Since

then, both the number of certifi cates issued and the

number of parties using the register have continued to

grow.

Gasunie plays an active role in government think tanks,

industrial groups and in commercial initiatives, to ensure

that its gas infrastructure becomes an integral part of

the future energy mix for Europe. This had resulted in a

number of striking initiatives such as the high-pressure

injection of biogas into the Gasunie network on an in-

dustrial scale (the ROVA project in Zwolle). Gasunie is

also actively supporting the development of biogas hubs

in the north of the Netherlands with the aim of demon-

strating ‘best practice’ and cost-effi cient system designs

for the treatment of biogas in the future and for injection

into the European gas networks.

At the request of the Ministry of Economic Affairs, Gas-

unie contributed to a master plan for Carbon Capture &

Storage (CCS) for the Dutch government, on the strength

of its expertise in gas transport. This plan will be develo-

ped in more detail with Energiebeheer Nederland (EBN).

Gasunie also demonstrated its interest in renewable

energy by being a lead sponsor of the EDGaR (Energy

Delta Gas Research) project. EDGaR seeks to bring to-

gether the gas and renewable energy sectors to work on

new gas-based plans for a future based on renewable

energy.

Gasunie Engineering B.V.Gasunie Engineering B.V. (GUE) is a wholly-owned Gas-

unie subsidiary. GUE accepts third party assignments

which are then carried out by its various departments.

The degree to which third party requests can be met

largely depends on the availability of Gasunie person-

nel. The assignments GUE takes on cover a broad range

of topics, from the construction and maintenance of

pipelines and installations, the calibration of gas meters,

safety inspections and consultancy to courses and staff

secondments.

On 1 July 2009, the activities of Gasunie Engineering &

Technology (GET) were sold to KEMA N.V. With effect

from this date, the work that GET performs for third par-

ties via GUE was divided in two. The third party con-

tracts involving specialists within GET were transferred

to KEMA. The remainder of these contracts – the majo-

rity - remained with GUE as before. In the second half of

2009, the GUE offi ces at the former GET were relocated

to Gasunie’s head offi ce.

- 39 -


Management and replacement Operational excellence is a key part of Gasunie’s ‘license

to operate’. Managing and maintaining the gas transport

network in order to transport gas in a safe, reliable, ef-

fi cient and sustainable way is part of this process, as is

compliance with laws, rules and local conditions. A spe-

cial aspect of the maintenance process is the inspection

of the pipeline network using robots (‘pigs’) and in the

form of direct inspections. This is covered in more detail

in the report on corporate social responsibility (CSR).

Management of projectsThe Asset Management Department is the main owner

of the Gasunie infrastructure from a technical point

of view. It evaluates the technical aspects of strategies,

planning schedules and policy for new and existing in-

frastructure. It initiates and fosters Continuous Improve-

ment Programmes (CIP) in order to achieve performance

excellence in all areas – safety, health and the environ-

ment, operations, maintenance and projects. The Asset

Management Department acts as owner of the Opera-

tions and Maintenance Organisation by compiling the

year plans and budgets based on authorised long-term

programmes (more than fi ve years).

Project governance - systemsIn 2009, the Large Project Review Board (LPRB) was es-

tablished for projects costing over € 50 million. In its ca-

pacity as chair of the LPRB, Asset Management heads a

team that proactively supports and monitors large-scale

projects of this kind, from the initial decision to develop

the project up to and including fi nal delivery. The initial

aim is to ensure that the right projects are developed as

they should be and that they are adequately supported

and monitored in accordance with the implementation

schedule.

The follow-up of evaluations and the issuing of advice

to the project teams, the unit concerned and the Execu-

tive Board also falls under the responsibility of Asset

Management.

Activities Management and maintenance chiefl y involves both

maintaining the infrastructure and preparing and imple-

menting large-scale projects. By extending the gas infra-

structure through these projects, Gasunie is contributing

to the government’s aim to make the Netherlands the

‘gas roundabout’ of northwestern Europe.

Phase 1 of the gas roundabout – North-South pipeline

project

Most components in this phase are at the implementa-

tion stage. The project is making good overall progress.

During the reporting year, a tunnel was excavated under

the Eems estuary from Rysum (Germany) to Borgsweer

(the Netherlands). This tunnel, which is 4.1 kilometres

long and 3 metres in diameter, will carry a new 1.22-

metre diameter gas transport pipeline. This pipeline will

supply Norwegian gas to the intersection at Scheemda,

where a new compressor station is being built. The route

and the compressor station are part of the North-South

Route. On 10 December 2009, the consortium which is

building the compressor station at Scheemda reached a

milestone: 100,000 hours of work without a single inci-

dent involving absence from work.

Natural gas buffer at Zuidwending

The construction of four caverns and the accompanying

gas installation at Zuidwending are making steady pro-

gress. In March, a start was made on the construction

of the technical installation, including fi ve compressors.

The injection capacity of this installation will be 800,000

cubic metres of natural gas per hour, and its outfl ow ca-

pacity will be 1.6 million cubic metres per hour. The in-

jection component has been taken into use on 1 March

2010 so that the caverns are fi lled. The four caverns

and the technical installation will be operational from

1 January 2011.

Construction of a fi fth cavern for the storage of natu-

ral gas began in July. The pipes used to extract the brine

from the underground salt layer were replaced by pipes

which are suitable for the injection and outfl ow of gas in

the caverns. This was achieved using a workover rig spe-

cially developed for Gasunie. The gas pipes were welded

together in lengths of roughly 10 metres each, up to a

length of approximately 1,000 metres.

In 2009, two information evenings were specially orga-

nised for local residents, mainly to inform them of the

progress of the project.

Construction, Management & Maintenance

- 40 -


Nitrogen buffer at Heiligerlee

Gasunie and AkzoNobel have signed a contract to con-

vert one of the existing brine extraction locations near

Heiligerlee into a nitrogen buffer. This buffer is needed

to continue to guarantee supplying low calorifi c gas. In

the future, producers and suppliers will be importing

more gas from abroad. This gas has a different compo-

sition to Dutch gas, but it can be made suitable for use

by Dutch households following the addition of nitrogen.

In November 2009, a contract was awarded for EPC (en-

gineering, procurement & construction) work on the

proposed installation at Zuidbroek. This will consist of

an air separation facility, a nitrogen compressor, a ni-

trogen drying installation and a mixing station. As soon

as the licenses have been issued, construction can begin,

probably in spring 2010. The fi lling of the cavern with

nitrogen will begin in the second quarter of 2011 and the

project will be ready for operational use in the gas trans-

port system on 1 September 2012.

Connection of the Etzel cavernes

At the request of a market player, GTS facilitated the

connection of the underground gas storage facility at

Etzel to the transport network via Oude Statenzijl. The

two parties signed an agreement to this effect at the end

of 2008. Construction work began in 2009 and is fully

under way and on schedule. The project is due for com-

pletion at the end of 2010.

Bornerbroek-Epe

Gasunie is planning to lay a new gas transmission pipe-

line between the salt caverns at Epe (Germany) and Bor-

nerbroek in the municipality of Almelo. The proposed

pipeline is being built in response to a request by a

market player for the connection of a new proposed un-

derground natural gas storage facility at Epe (Germany)

to the gas transport network. Preparations for the project

began in 2009.

Germany

Maintenance and technical work and business operati-

ons for all activities proceeded well in 2009.

The process of recruiting over 20% more staff for main-

tenance work, technical engineering and administration

was successfully completed at the end of 2008.

- 41 -


The training of these employees began in 2008 and the

last jobs were transferred in June 2009. The staff com-

plement for construction, management and maintenan-

ce activities in Germany is thus complete once more. The

relocation of this department from Dötlingen to Schnei-

derkrug was successfully completed in April 2009 fol-

lowing the renovation of the main building. The new

building at this location is now also ready.

Legislation and regulations

State coordination scheme

On 1 March 2009, the new Electricity, Gas and Mining

Act, which regulates the application of the ‘state coordi-

nation scheme’ to major energy infrastructure projects,

came into force in the Netherlands. It gives the Minis-

ters of Housing, Spatial Planning and the Environment

and of Economic Affairs special powers in relation to

physical planning and licensing procedures for energy

projects designated as being of national importance. The

relevant ‘state coordination scheme’ will therefore auto-

matically be applied to specifi c projects mentioned in

the Act.

- 42 -


- 43 -


Personnel & Organisation

PersonnelGasunie’s total staff complement fell from 1,772 to

1,732 in 2009 (223 in Germany and 1,509 in the Nether-

lands). The main reason for this decline was the trans-

fer of Gasunie Engineering & Technology (82 employees)

to KEMA. More information about personnel develop-

ments is contained in the Corporate Social Responsibi-

lity report.

OrganisationBoth the organisation and its staff must adapt to the

changing nature of Gasunie as a European infrastructure

company. We need to be both fi nancially and organisa-

tionally capable of becoming more effi cient and fl exible

through the integration of processes. The ultimate goal

is to become an alert and proactive organisation with an

ever greater emphasis on service. We have developed a

governance system in order to prepare and implement

projects in a sound and carefully considered way.

Our employees must also be permanently ‘fi t for purpo-

se’, both in qualitative and in quantitative terms. Reali-

sing this strategy will require new skills and knowledge,

for example with regard to mergers and acquisitions, un-

derground activities and sustainability.

Due to the integration of Gasunie in the Netherlands and

Germany, the transfer of Gasunie Engineering & Techno-

logy and ongoing quality and effi ciency measures, 2009

was heavily dominated by reorganisations and organisa-

tional change. A Corporate Asset Planning (CAP) Depart-

ment was established to adopt an integrated approach to

the network planning. Ongoing integration and coopera-

tion between Gasunie in the Netherlands and Germany

will lead to further internationalisation. This will have

an increasing impact on our staff and will require both

language training and a focus on the cultural aspects of

a more globally operating company.

- 45 -


Statement by the Board

Statement by the Board (as defi ned by Article 5.25 of the

Financial Supervision Act)

The Executive Board hereby declares, to the best of its

knowledge, that:

1. the annual accounts give a true and faithful view of

the assets, liabilities, fi nancial position and profi t of Ne-

derlandse Gasunie N.V. and of the legal entities included

in the consolidation; and

2. the annual accounts give a true and faithful view of

the situation on the balance sheet date, the status of the

company during the fi nancial year, and those of its af-

fi liates whose accounts are included here, and that the

annual report accurately describes the risks with which

the company is faced.

M.P. Kramer, Chairman of the Executive Board

H.A.T. Chin Sue

E. Dam

P.E.G. Trienekens

Groningen, 7 April 2010

- 46 -


Primary and secondary posts held by Supervisory Directors

of N.V. Nederlandse Gasunie

C. Griffi oen Current primary post held: none

Previous primary post held: Member of the Executive Board and CFO of Koninklijke KPN N.V.

Other remunerated secondary posts held:

Vice-chairman of the Supervisory Board of TenneT B.V.

Vice-chairman of the Supervisory Board of Berenschot Holding B.V.

Member of the Supervisory Board of Kas-Bank N.V.

Vice-chairman of the Supervisory Board of Zorggroep Noorderbreedte

Consultant and Member of the Executive Board of Deloitte

A. LontPrimary post held: CEO Statnett SF (from 1 February 2009)

G.J. van LuijkPrimary post held until 1 March 2008: Chairman of the Board of Governors, Delft University of Technology

Current primary post held: Member of the regional body Energietransitie and Chairman of the Chain Effi ciency

Platform


Vice-Chairman of the Supervisory Board of Reinier de Graaf Group

H.L.J. NoyPrimary post held: Chairman of the Executive Board of ARCADIS NV, Arnhem


Chairman of the Supervisory Board Hogeschool Arnhem and Nijmegen (HAN)

Chairman of the Supervisory Board Stichting Vilente (care for the elderly)

J.P.H.J. Vermeire Primary post held: Managing Partner of J.V. Consult BVBA, a consultancy agency


Chairman of the Supervisory Board of Distrigas

Member of the International Advisory Council of Gasol plc

Chairman of the International Group of Liquefi ed Natural Gas Importers (GIIGNL)

Lecturer at the Energy Delta Institute (EDI) in Groningen, the Netherlands

M.H. van der Woude Primary posts held: Partner Stibbe, Brussels

Professor of Competition Law, Erasmus University Rotterdam

- 47 -


Co

ns

ol

id

at

ed

fi n

an

cia

l s

ta

te

me

nt

s

- 48 -


Consolidated balance sheet as at 31 December (before profi t appropriation)

In millions of euros Notes 2009 2008

Assets

Fixed assets

- tangible fi xed assets

- intangible fi xed assets

- investments in associates

- other equity interests

- deferred tax assets

- pension assets

2

3

4

5

7

15

7,848.6

689.1

220.8

145.3

911.3

42.2

7,275.5

679.4

373.3

119.2

1.010.8

22.8

Total fi xed assets 9,857.3 9,481.0

Current assets

- stocks

- trade and other receivables

- cash and cash equivalents

8

9

10

28.4

334.0

106.5

30.0

272.6

150.8

Total current assets 468.9 453.4

Total assets 10,326.2 9,934.4

- 49 -



Equity and liabilities

Total shareholder’s equity 11+12 5,309.7 5,531.0

Long-term liabilities

- interest-bearing loans

- deferred tax liabilities

- employee benefi ts

- provisions

- other long-term liabilities

13

14

15

16

17

4,112.2

327.4

51.2

0.6

22.2

3,186.1

456.1

44.9

0.8

20.3

Total long-term liabilities 4,513.6 3,708.2

Current liabilities

- current fi nancing liabilities

- trade and other payables

- tax liabilities

18

19

27.1

455.2

20.6

362.0

333.2

-

Total current liabilities 502.9 695.2

Total equity and liabilities 10,326.2 9,934.4

- 50 -


Consolidated profi t and loss account


Continuing operations

Income

Capitalised expenditure

Salaries and social security costs

Other staff costs

Other operating expenses

Depreciation and amortisation costs

Impairments

22

22

23

2

96.4

(138.9)

( 9.7)

(536.9)

(210.1)

(570.0)

1.668.7

68.0

(127.3)

0.4

(490.2)

( 204.4)

(150.0)

1.506.1

Total expenses (1.369.2) (903.5)

Operating result 299.5 602.6

Finance revenue

Finance costs

Gain on sale of equity interests

Share in result of associates

24

25

5+6

4

9.0

(173.3)

-

25.3

9.8

(104.6)

3.2

10.6

Result before taxation 160.5 521.6

Taxes 26 (38.7) (127.5)

Result after taxation 121.8 394.1

Discontinued operations

Result on discontinued operations after taxation -

-

Profi t for the year 121.8 394.1

Profi t attributable to shareholder 121.8 394.1

Earnings per share (in thousands of euros) 80.6 260.6

- 51 -


Consolidated statement of comprehensive income

IIn millions of euros Cash fl ow

hedge reserve

Other

reserves

Unappropriated

result

Total

2009

Total of results taken to the profi t and

loss account (profi t for the year) - - 121.8 121.8

Movement in cash fl ow hedge reserve,

of which corporate income tax

Balance of actuarial gains and losses on

employee benefi ts, of which corporate income tax

Other movements

(3.2)

0.8

-

-

-

-

-

(59.9)

15.5

(0.7)

-

-

-

-

-

(3.2)

0.8

(59.9)

15.5

(0.7)

Total of results taken to equity (2.4) (45.1) - (47.5)

Total of comprehensive income (2.4) (45.1) 121.8 74.3

2008

Total of results taken to the profi t and loss account

(profi t for the year) - - 394.1 394.1

Movement in cash fl ow hedge reserve,


Balance of actuarial gains and losses on

employee benefi ts, of which corporate income tax

(22.0)

5.6

-

-

-

-

(55.7)

14.2

-

-

-

-

(22.0)

5.6

(55.7)

14.2

Total of results taken to equity (16.4) (41.5) - (57.9)

Total of comprehensive income (16.4) (41.5) 394.1 336.2

The total of the comprehensive income for 2009 and 2008 is fully attributable to the shareholder.

- 52 -


Consolidated statement of movements in equity

In millions of euros Share capital Cash fl ow

hedge reserve

Other

reserves

Unappropriated

result

Total

2009

Balance as at 1 January 2009

Total of comprehensive income for

the fi nancial year

Final dividend paid for 2008

Added to other reserves

0.2

-

-

-

(2.2)

(2.4)

-

-

5,138.9

(45.1)

-

98.5

394.1

121.8

(295.6)

(98.5)

5,531.0

74.3

(295.6)

-

Balance as at 31 December 2009 0.2 (4.6) 5,192.3 121.8 5,309.7

2008


Total of comprehensive income for

the fi nancial year

Final dividend paid for 2007

Added to other reserves

0.2

-

-

-

14.2

(16.4)

-

-

5,071.6

(41.5)

-

108.8

357.2

394.1

(248.4)

(108.8)

5,443.2

336.2

(248.4)

-

Balance as at 31 December 2008 0.2 (2.2) 5,138.9 394.1 5,531.0

- 53 -


Consolidated cash fl ow statement

In millions of euros 2009 2008

Cash fl ow from operating activities

Income

Total expenses

1,668.7

(1,369.2)

1,506.1

(903.5)

299.5 602.6

Adjustments for:

- depreciation and amortisation

- impairments

- movement in stocks

- movement in receivables

- movement in non-interest-bearing liabilities

210.1

570.0

1.6

(59.7)

10.8

200.7

150.0

( 4.5)

35.4

(11.5)

Cash fl ow from business operations 1,032.3 972.7

Interest received

Dividend received on investments in associates

Interest paid

Corporate income tax paid

9.0

12.6

(145.5)

(25.1)

9.8

-

(86.0)

(140.8)

(149.0) (217.0)

Cash fl ow from operating activities 883.3 755.7

Cash fl ow from investing activities

Investments in tangible and intangible fi xed assets

Disposals of tangible and intangible fi xed assets

Acquisition of subsidiaries, net of cash and cash

equivalents available

Investments in associates

Investments in other equity interests


(1,092.6)

16.6

(121.0)

(0.1)

(26.1)

-

(458.4)

8.0

(2,117.2)

(3.2)

(117.9)

3.2

Cash fl ow from investing activities (1,223.2) (2,685.5)

Cash fl ow from fi nancing activities

New long-term loans

Repayment of long-term loans

Movement in short-term fi nancing

Dividend paid

926.1

(12.0)

(322.9)

(295.6)

2,198.1

-

102.1

(248.4)

Cash fl ow from fi nancing activities 295.6 2,051.8

Increase in cash and cash equivalents (44.3) 122.0

- 54 -


Transport (44.3) 122.0

Cash and cash equivalents at previous year-end 150.8 28.8

Cash and cash equivalents at year-end 106.5 150.8

(44.3) 122.0

- 55 -


Notes to the consolidated fi nancial statements

Preparation and adoption of the fi nancial statements The 2009 fi nancial statements are prepared by the Executive Board on 26 March 2010. The fi nancial statements as pre-

sented will be submitted for adoption to the General Meeting of Shareholders on 23 April 2010.

Nature of business operations N.V. Nederlandse Gasunie (Gasunie) is a European gas infrastructure company. Our network is one of the largest high-

pressure gas pipeline grids in Europe, consisting of over 15,000 kilometres of pipeline in the Netherlands and northern

Germany, dozens of installations, including an LNG installation (peak shaver) and approximately 1,300 gas receiving

stations. The operating activities also focus on facilitating access to new gas fl ows for northwest Europe through LNG

supply and long-distance pipelines, and on the utilisation of the geological infrastructure for the storage of natural gas.

The company has its registered offi ce in Groningen.

All shares outstanding as at the balance sheet date are held by the Dutch State.

Basis of preparation The consolidated fi nancial statements of the company have been prepared in accordance with International Financial

Reporting Standards (IFRS), as adopted by the European Union and applicable as at 31 December 2009.

New reporting standards

The following new standards and interpretations were endorsed for use in the European Union and took effect in

2009:

IFRS 1, First-time Adoption of International Financial Reporting Standards – Cost of an Investment in a

Subsidiary, Jointly Controlled Entity or Associate (Amendments)

IFRS 2, Share-based Payment - Vesting Conditions and Cancellations (Amendment)

IFRS 7, Financial instruments: Disclosures (Amendments)

IFRS 8, Operating Segments

IAS 1, Presentation of Financial Statements (Revised)

IAS 23, Borrowing Costs (Revised)

IAS 27, Consolidated and Separate Financial Statements - Cost of an Investment in a Subsidiary,

Jointly Controlled Entity or Associate (Amendments)

IAS 32, Financial Instruments: Presentation and IAS 1, Presentation of Financial Statements – Puttable Financial

Instruments and Obligations Arising on Liquidation (Amendments)

IFRIC 9, Reassessment of Embedded Derivatives and IAS 39, Financial instruments: Recognition and

Measurement – Embedded Derivatives (Amendments)

IFRIC 13, Customer Loyalty Programmes

IFRIC 15, Agreements for the Construction of Real Estate

IFRIC 16, Hedges of a Net Investment in a Foreign Operation

IFRIC 18, Transfers of Assets from Customers

Improvements to International Financial Reporting Standards (issued 2008)

The following new standards and interpretations took effect in 2009, but have not yet been endorsed for use in the

European Union:

- 56 -



The adoption of the aforementioned standards and interpretations has no material effect on the equity or profi t of the

company, and merely requires certain additional disclosures.

The IFRS standards and the interpretations of the International Financial Reporting Interpretations Committee that

have been published and endorsed for use in the European Union, but are not yet effective, have not been adopted by

the company.

These include, as from 1 January 2010:

IFRS 3, Business Combinations (Revised)

IAS 27, Consolidated and Separate Financial Statements (Amendment)

IAS 39, Financial Instruments: Recognition and Measurement – Eligible hedged items (Amendment)

IFRIC 17, Distributions on Non-cash Assets to Owners


The following new standards and interpretations will take effect in 2010, but have not yet been endorsed for use in

the European Union:

IFRS 1, First-time Adoption of International Financial Reporting Standards – Additional Exemptions for First-time

Adopters (Amendments)

IFRS 2, Group Cash-settled Share-based Payment Arrangements (Amendments)


The company does not expect the adoption of the aforementioned standards and interpretations to have a material

effect on the equity or profi t of the company in the period of initial application.

Management judgments and estimates

In preparing the fi nancial statements, the management makes estimates and assessments which affect the assets

and liabilities presented as at the balance sheet date and the profi t for the fi nancial year. These judgements and esti-

mates have a signifi cant effect on the valuation of business combinations, tangible fi xed assets, deferred taxation and

pensions.

Valuation of business combinations

In the case of business combinations, identifi able assets, liabilities and contingent liabilities are recognised by the ac-

quiring party at fair value on the acquisition date.

The fair value of the tangible fi xed assets under construction of the acquisition of Nuon Zuidwending B.V. in 2009 is

based on the historical cost of the assets under construction plus interest paid. For more information on this, see note

1 to the consolidated balance sheet.

Tangible fi xed assets

Tangible fi xed assets are valued at cost less straight-line depreciation based on the expected useful life, taking into ac-

count the residual value and impairments. To this end, assumptions were made about the useful life, the residual value

and the future cash fl ows of the transport pipelines in particular.

With effect from 1 January 2008, the remaining depreciation period for investments in transport pipelines has been

extended to 55 years. The carrying amount as at this date and the investments in transport pipelines as of this date are

- 57 -


being depreciated until 2063. The prospects for the availability of natural gas in Northwestern Europe and the oppor-

tunities for Gasunie to continue attracting gas fl ows have considerably improved by the acquisition of BEB/EMGTG

(now Gasunie Deutschland), the construction of the LNG terminal on the Maasvlakte and the participation in Nord

Stream.

A signifi cant number of our operating activities are ‘regulated’. The future cash fl ows and related recoverable amount

of the regulated assets are partly based on judgements and estimates about the regulatory framework. For more infor-

mation, see the section ´Impairments´ of note 2 to the consolidated balance sheet.

A provision for long-term clearance costs is not included because it is currently considered unlikely that the removal

of transport pipelines, et cetera will be an issue. It is anticipated that the income from alternative use (in the longer

term) less the costs of conservation will offset the (social) costs of removal.

Deferred tax assets

A deferred tax asset is recognised for all deductible temporary differences and available carry-forward losses, to the

extent that it is likely that taxable profi t will be available for set-off. To this end, assumptions have been made about

future taxable profi ts.

Pensions

The costs relating to the pension plans and the valuation of pension liabilities are determined using actuarial calcula-

tions. To this end, signifi cant assumptions have been made about the market interest rate on high-quality corporate

bonds for the purpose of determining the discount rate, the expected future increases in salary, the expected future in-

creases in pensions and the expected return on plan assets. For more information, see note 15 of the notes to the con-

solidated balance sheet.

Basis of consolidation The consolidated fi nancial statements include the fi nancial data of N.V. Nederlandse Gasunie and its group companies.

Group companies are legal entities and companies over which the company exercises control.

Group companies are fully consolidated from the date on which control of the group companies is obtained and until

the date that control no longer exists. The items in the consolidated fi nancial statements are calculated in accordance

with consistent accounting policies.

Intercompany account balances and unrealised results relating to group companies are eliminated. Unrealised losses

are also eliminated, except when a loss is an indication of impairment.

- 58 -


The group companies included in the consolidation are:

Company Registered offi ce Interest as at 31 December

2009 2008

Gas Transport Services B.V. Groningen 100% 100%

Gasunie Engineering B.V. Groningen 100% 100%

Gasunie BBL B.V. Groningen 100% 100%

Gasunie LNG Holding B.V. Groningen 100% 100%

Gasunie Zuidwending B.V. Groningen 100% 100%

Gasunie Underground Storage (GUUS) B.V. Groningen 100% -

Zuidwending V.O.F. Groningen 100% 50%

Gasunie Infrastruktur AG Zug, Switzerland 100% 100%

Vertogas B.V. Groningen 100% -

Gastransport Noord-West Europa Holding B.V. Groningen 100% 100%

Gastransport Noord-West Europa B.V. Groningen 100% 100%

Gastransport Noord-West Europa Services 1 B.V. Groningen 100% 100%




Gasunie Deutschland Verwaltungs GmbH Hanover, Germany 100% 100%

Gasunie Deutschland GmbH & Co. KG Hanover, Germany 100% 100%

Gasunie Deutschland Transport Services Holding GmbH Hanover, Germany 100% 100%

Gasunie Deutschland Transport Services GmbH Hanover, Germany 100% 100%

Gasunie Deutschland Services GmbH Hanover, Germany 100% 100%

Gasunie Deutschland Technical Services GmbH Hanover, Germany 100% 100%

Cupa Holding GmbH Hanover, Germany 100% 100%

Cupa Transport Services GmbH Hanover, Germany 100% 100%

Gasunie Ostseeanbindungsleitung (GOAL) GmbH Hanover, Germany 100% -

Vertogas B.V. and Gasunie Ostseeanbindungsleitung GmbH were incorporated in 2009. With the acquisition in 2009

of Nuon Zuidwending B.V., which is renamed Gasunie Underground Storage B.V., the remaining 50% of the shares in

Zuidwending V.O.F. were obtained.

N.V. Nederlandse Gasunie exercised control over the remaining legal entities throughout 2009.

The four Gastransport Noord-West Europa Services companies were incorporated in 2008. With the exception of Gas-

unie Deutschland GmbH & Co. KG and Gasunie Deutschland Verwaltungs GmbH, the Gasunie Deutschland companies

and both Cupa companies were acquired on 1 July 2008 as part of the acquisition of the BEB and EMGTG gas trans-

port networks.

- 59 -


Joint ventures are consolidated proportionally. They are:

Company Registered offi ce Interest as at 31 December

2009 2008

BBL Company V.O.F. Groningen 60% 60%

Gate terminal Management B.V. Rotterdam 50% 50%

Gate terminal C.V. Rotterdam 40% 40%

Gate terminal B.V. Rotterdam 40% 40%

Based on agreements between the partners of BBL Company V.O.F., N.V. Nederlandse Gasunie has no control over the

company, its equity interest qualifying as a joint venture..

- 60 -


Accounting policies

GeneralThe fi nancial statements have been prepared under the historical cost convention. If not mentioned otherwise, this

general policy will be applied.

Foreign currency The euro is the functional and reporting currency of the company. The consolidated fi nancial statements have been

prepared in euros.

Transactions in foreign currencies are recognised at the rate of exchange of the functional currency on the transac-

tion date.

Monetary assets and liabilities denominated in foreign currencies are converted at the exchange rate as at the balance

sheet date. Any differences are recognised in the profi t and loss account.

Business combinations (acquisitions) and goodwill Business combinations are recognised in accordance with the acquisition method as described in IFRS 3 Business

Combinations. The acquisition price is calculated as the sum of the purchase price in cash paid on acquisition, the fair

value of other transferred assets, equity instruments issued and liabilities acquired. The identifi able assets, liabilities

and contingent liabilities acquired as part of the business combinations are recognised by the acquiring party at fair

value on the date of acquisition.

Fixed assets Tangible fi xed assets

Tangible fi xed assets are valued at cost less straight-line depreciation based on the expected useful life, taking into ac-

count the residual value and impairments. The fair value of the assets at the time of the conversion to IFRS (1 January

2004) is used as assumed cost price. The residual value of the asset, the useful life and the valuation methods are re-

viewed, and adjusted if necessary at the end of the fi nancial year.

Third-party contributions to the cost of construction of the gas transport system are deducted from the investments.

Tangible fi xed assets not yet completed as at the balance sheet date are recognised as fi xed assets under construction.

On commissioning, the concerning assets are classifi ed according to nature in one of the main categories. The volu-

mes of gas permanently present in the pipelines needed for the gas transportation are included under other fi xed ope-

rating assets.

Tangible fi xed assets are classifi ed into the following categories:

Land and buildings

Compressor stations

Installations

Main transmission lines and related plant and equipment

Regional transmission lines and related plant and equipment

Other fi xed operating assets

- 61 -


Impairments of tangible fi xed assets

The company investigates at regular intervals, and whenever there is reason to do so, any impairment of tangible fi xed

assets. This involves determining the recoverable amount of the assets. If the recoverable amount is less than the cur-

rent carrying amount, the difference is taken to the profi t and loss account. Due to the nature of the assets the recover-

able amount is often not possible to determine per asset. In such cases, the recoverable amount of the cash-generating

unit to which the asset belongs is determined.

If there is reason to do so, the company investigates whether the impairment of a tangible fi xed asset recognised in

previous periods no longer exists or has decreased.

Intangible fi xed assets

Exploitation rights

Exploitation rights are valued at cost less straight-line amortisation based on the expected useful life, taking into ac-

count the residual value and impairments. The residual value of the asset, the useful life and the amortisation method

and terms are assessed at least at the end of the fi nancial year and adjusted if necessary.

Impairments of exploitation rights

If there is reason to do so, the company investigates whether there is an impairment of exploitation rights, excluding

goodwill. This involves determining the recoverable amount of the assets. If the recoverable amount is less than the

current carrying amount, the difference is recognised in the profi t and loss account.

Goodwill

Goodwill is the surplus of the acquisition price above the Gasunie share in the net fair value of the identifi able assets,

liabilities and contingent liabilities. Goodwill is recognised as intangible fi xed assets. After initial recognition, goodwill

is stated at cost less any accumulated impairments.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to one or more cash-

generating units that are expected to benefi t from the synergies of the combination, no later than in the fi nancial year

following the acquisition date.

Impairment of goodwill

Every year, and if there is reason to do so, the company assesses whether there is an impairment of goodwill acquired

in a business combination and which is allocated to one or more cash-generating units.

This involves determining the recoverable amount of each cash-generating unit (or group of cash-generating units) to

which goodwill has been allocated. If the recoverable amount is less than the current carrying amount, the difference

is recognised in the profi t and loss account. Impairments of goodwill are not reversed in future periods.

Investments in associates

Participations over which the company exercises signifi cant infl uence on operating and fi nancial policies are valued

using the equity method.

The company’s share in the result of associates is recognised in the profi t and loss account.

Investments in other equity interests

To the extent the fair value can be determined reliable, the other equity interests are stated at fair value. Otherwise, the

other equity interests are stated at cost.

- 62 -


Current assets Stocks

Stocks of maintenance materials and parts are stated at average cost net of a provision for obsolescence.

Receivables

Receivables are stated at amortised cost less a provision for doubtful debts. A provision for doubtful debts is formed

if there is an objective reason to do so.

Cash and cash equivalents

Cash includes available cash on hand and credit balances at banks. Cash equivalents are highly liquid short-term in-

vestments with a maximum term of three months and are not subject to a material risk of fl uctuations in value.

Long-term liabilities These are liabilities with a remaining term of more than one year. Repayment obligations on long-term liabilities fal-

ling due within one year are shown under current liabilities.

Interest-bearing loans are initially recognised at fair value of the proceeds less transaction costs. After initial recogni-

tion, interest-bearing loans are subsequently carried at amortised cost based on the effective interest method.

Employee benefi ts Long-term liabilities for employee benefi ts concern pension liabilities, jubilee benefi ts and the costs of post-retirement

fringe benefi ts for non-active and retired employees.

Pension liabilities

Gasunie has two pension plans in place that give its employees entitlement to a number of benefi ts including a retire-

ment pension and a dependants’ pension, based on a fi nal salary scheme. One pension plan is for employees in the Ne-

therlands and the other is for Gasunie employees in Germany. Under IAS 19 ´Employee benefi ts´, both pension plans

are considered as defi ned benefi t plans. The entitlements of the employees in the Netherlands are funded through

annual premium contributions and transferred to Stichting Pensioenfonds Gasunie, which administers the plan. The

fund invests in all pension plans administered by Stichting Pensioenfonds Gasunie. The entitlements of the employ-

ees of Gasunie Deutschland are not funded.

The provision for pension liabilities is calculated using the projected unit credit method of actuarial cost allocation.

According to this method, the present value of the pension entitlements is calculated based on the number of active

service years until the balance sheet date, the estimated salary as at the expected retirement date and the market inte-

rest rate on high-quality corporate bonds. To determine the pension costs, the expected return on plan assets is inclu-

ded in the calculation.

Actuarial gains and losses are fully recognised in equity in the period in which they occur, net of deferred taxation.

The net liability under the defi ned benefi t plan consists of the present value of the gross liability less the fair value of

the plan assets. If this results in an asset, plan assets are only included in the balance sheet if realisation is possible in

the future through the payment of lower premiums or refunds.

Actuarial calculations are drawn up by external actuaries every year.

- 63 -


Provision for jubilee benefi ts

The provision relates to jubilee benefi ts paid by N.V. Nederlandse Gasunie to its employees.

Provision for costs of post-retirement fringe benefi ts for non-active and retired employees

The provision relates to the allowance N.V. Nederlandse Gasunie pays to its employees after their retirement. The li-

kelihood that the allowance will be paid and the actuarial interest rate for the pension liability are taken into account.

The provision represents the present value of the benefi ts already in payment in respect of non-active and retired em-

ployees and the accrued rights for employees still in active service throughout the remaining period of service. Calcu-

lation of the provision takes into account severance and mortality probabilities and a discount rate that is equal to the

discount rate used to determine the pension liabilities.

The assumptions, on which this provision is based, are tested periodically against mortality, interest and cost develop-

ments and adjusted if necessary.

ProvisionsThe amount recognised as a provision is the best possible estimate as at the balance sheet date of the expenditure re-

quired to meet the existing commitment, taking into account the probability of the possible outcome of the event.

If the time value of money is material, a provision is formed based on the present value of the expenditure expected

to be necessary to settle the commitment.

The discount rate is calculated before taxation and takes into account the prevailing market assessments of the time

value of money and the risks inherent in the commitment.

Provision for reorganisation expenses

The provision serves to cover the liabilities (to retired employees) arising from previously implemented reorganisati-

ons. The liabilities are discounted using a discount rate of 4% per annum.

Current liabilities These are liabilities with a remaining term of one year or less.

IncomeIncome is the income from gas transport and related services to third parties, net of discounts and taxes, such as VAT.

If the result of a transaction involving services being provided can be estimated reliably, the income relating to the ser-

vices is recognised in proportion to the services performed in the fi nancial year.

Services relating to the provision of transport capacity are separate from actual use. They are deemed to have been

supplied if the capacity was at the customer’s disposal for the duration of the agreed period.

Capitalised expenditure Capitalised expenditure includes operating expenses incurred by the company in connection with the production of

tangible fi xed assets. These expenses mainly comprise the costs of own and hired employees plus a part of the over-

head of support departments.

- 64 -


Other operating expenses The expenses are determined on a historical basis, taking into account the accounting policies set out above, and are

allocated to the reporting period to which they relate. Losses are recognised in the reporting period in which they are

foreseen.

Finance revenue and costs Included in this item are income and expenses relating to fi nancing.

Interest income is recognised pro rata in the profi t and loss account, taking into account the effective interest rate for

the asset concerned, provided the income can be measured and is likely to be received.

Interest expenses that are directly related to the purchase, construction or production of tangible fi xed assets expected

to require substantial capital expenditure and needs a long period before being ready for intended use are included in

the cost of these assets. In general, this applies to assets with a construction period of two years or more.

Other interest expenses are recognised pro rata in the profi t and loss account, taking into account the effective inte-

rest rate for the liability concerned.

Share in result of associates Included in this item are income and expenses in respect of investments in associates.

Corporate income tax A deferred tax liability is recognised for all taxable temporary differences. A deferred tax asset is recognised for all de-

ductible temporary differences and carry-forward losses, insofar as it is likely that taxable profi t will be available for

set-off.

Deferred tax liabilities and assets are stated at the undiscounted value of the expected cash fl ows. The tax rates used for

the valuation are those that are expected to apply in the period in which the deferred tax items will be realised based

on the tax rates and tax legislation in force as at the balance sheet date. The movements arising from this are taken to

the profi t and loss account, except for movements relating to the revaluation of the tangible fi xed assets as at 1 Janu-

ary 2004, the tax treatment of the purchase price paid by the Dutch state, actuarial gains and losses and the cash fl ow

hedge reserve. These movements are recognised directly in equity.

Tax assets and liabilities (deferred or otherwise) are netted, provided the general conditions for setting off tax items

have been met.

With the exception of Gasunie Underground Storage B.V., N.V. Nederlandse Gasunie and its Dutch wholly owned sub-

sidiaries form a fi scal unity. Gasunie Deutschland GmbH & Co. KG, its wholly owned German subsidiaries and Gasunie

Deutschland Verwaltungs GmbH form a fi scal unity in Germany for the purposes of trade tax and corporate income

tax including the reunifi cation surcharge.

Tax is calculated based on the recognised result, taking into account tax-exempt items and costs that are not or parti-

ally deductible.

- 65 -


Cash fl ow statement This statement shows the cash fl ows generated by N.V. Nederlandse Gasunie. The cash fl ow from operating activities

is determined using the indirect method, based on the income presented in the consolidated profi t and loss account.

Derivative fi nancial instruments The information relating to the operating activities for which separate fi nancial information is available and of which

the operating results are regularly reviewed by the most senior manager who is responsible for signifi cant operational

decisions, covers the gas transport activities as well as the new business activities.

The operating segments identifi ed within Gasunie based on IFRS 8 are :

Regulated Network Management in the Netherlands and Germany (TSO)

Participations & Business Development (Non-TSO)

For more detailed fi nancial information by segment, see notes 29 to 34 of the notes to the consolidated fi nancial

statements.

Derivative fi nancial instruments Cash fl ow hedge accounting

Cash fl ow hedge accounting is applied to derivative fi nancial instruments that have been specifi cally designated for

this purpose by management, and are used to hedge a highly probable cash fl ow while satisfying the other conditions.

They are initially recognised at fair value on the date on which the contract is entered into and subsequently the fair

value is remeasured periodically. The fair value is determined based on the market value of comparable instruments.

Gains or losses on the effective part of the hedging instrument are recognised in the cash fl ow hedge reserve in equity,

net of deferred taxation. Any ineffective parts recognised directly in profi t or loss.

When a hedging instrument is settled, gains or losses on the effective part continue to be recognised in equity for as

long as the underlying cash fl ow is expected to continue. If it is not expected to continue, the gains or losses on the ef-

fective part, which is recognised in equity, is taken directly to the profi t and loss account.

Effective derivative fi nancial instrument designated for hedge accounting are recognised in the same way as the un-

derlying contract. Depending on the nature and the term of the underlying contract, the instruments are classifi ed as

current or long-term liabilities.

Other derivative fi nancial instruments

Other derivative fi nancial instruments used for hedging existing risks, such as interest rate swaps and forward ex-

change contracts, are initially recognised at fair value and changes in value are recognised in the profi t or loss account.

The fair value is determined on the basis of the market value of comparable instruments. If the fair value is positive,

the instrument is included under ´other receivables´; if the fair value is negative, the instrument is included under

´other liabilities´. Depending on the nature and the term of the underlying contract, the instruments are classifi ed as

current or long-term liabilities.

- 66 -


Related parties Services between N.V. Nederlandse Gasunie and its related parties (associates, joint ventures and key personnel) are

provided at arm’s length.

- 67 -


Notes to the consolidated balance sheet

1. Treatment of acquisitions

Acquisitions in 2009

Underground natural gas storage facility in Zuidwending

On 15 December 2009, the company increased its 50% stake in the phase I activities aimed at realising an under-

ground gas storage facility in salt caverns near Zuidwending to 100% by acquiring Nuon Zuidwending B.V. As part of

the deal, it also obtained the associated 50% interest in Zuidwending V.O.F. The effects of the acquisition on the con-

solidated balance sheet of N.V. Nederlandse Gasunie are shown in the table below.

In millions of euros Carrying amount Adjustment to

fair value

Opening balance

sheet

Tangible fi xed assets 111.2 11.1 122.3

Net working capital (0.1) 3.4 3.3

Provisions - (2.9) (2.9)

Subtotal 111.1 11.6 122.7

Acquisition price 122.7

Goodwill -

The acquisition price less available cash and cash equivalents available amounts to € 122.7 million, of which € 121.0

million is a cash payment and € 1.7 million is the total of future amounts to be settled. The cash payment is presented

in the cash fl ow statement as the purchase price of the acquisition.

The assets and liabilities acquired relate to the underground natural gas storage facility under construction. No opera-

ting activities were carried out in 2009.

Acquisitions in 2008

BEB/EMGTG gas transport networks

The effects of the acquisition of the BEB/EMGTG gas transport networks (now Gasunie Deutschland) on 1 July 2008

on the consolidated balance sheet of N.V. Nederlandse Gasunie are shown in the table below.

In millions of euros Carrying amount Adjustment to

fair value

Opening balance

sheet

Tangible fi xed assets 1,118.9 505.4 1,624.3

Financial fi xed assets 203.0 144.5 347.5

Net working capital 14.6 40.0 54.6

Provisions (352.0) (172.7) (524.7)

Subtotal 984.5 517.2 1,501.7

Acquisition price (in cash) 2,181.1

Goodwill 679.4

The acquisition price less available cash amounted to € 2,117.2 million, which has been included in the cash fl ow state-

ment as the acquisition price.

- 68 -


The goodwill represents the fair value of the fi nancial benefi ts resulting from the business combination. They include

benefi ts of scale achieved through the integration of the two networks (optimising of gas fl ows, integrated capacity

planning and investment planning), realisation of cost benefi ts, improved access to the European market and the op-

portunities to attract gas fl ows.

Between the acquisition date (1 July 2008) and 31 December 2008, Gasunie Deutschland contributed € 139.8 million

to turnover, and € 55.1 million to the ordinary result before taxation. The € 150 million impairment of tangible fi xed

assets in 2008 resulted in a loss before taxation of € 94.9 million.

If the acquisition had taken place on 1 January 2008, additional turnover would have amounted to € 289.4 million, and

the additional result before taxation to € 106.0 million, excluding impairment.

2. Tangible fi xed assets

In millions of euros Carrying

amount

as at 1

Jan. 2009

Acquisi-

tions

Additions Disposals Deprecia-

tion

Impair-

ments

Carrying

amount

as at 31

Dec. 2009

Land and buildings 109.8 - 3.0 3.6 3.8 - 105.4

Compressor stations 441.2 - 50.1 3.4 27.5 19.2 441.2

Installations 810.7 - 67.6 4.3 50.7 33.8 789.5

Main transmission lines and related plant

and equipment 4,500.0 - 62.7 2.3 85.4 352.4 4,122.6

Regional transmission lines and related

plant and equipment 757.7 - 9.1 0.8 14.3 - 751.7

Other fi xed operating assets 110.6 - 26.5 2.2 28.4 - 106.5

Fixed assets under construction 545.5 122.3 863.9 - - - 1,531.7

Total for 2009 fi nancial year 7,275.5 122.3 1,082.9 16.6 210.1 405.4 7,848.6


amount

as at 1

Jan. 2008

Acquisi-

tions

Additions Disposals Deprecia-

tion

Impair-

ments

Carrying

amount

as at 31

Dec. 2008

Land and buildings 105.7 1.5 7.0 0.9 3.5 - 109.8

Compressor stations 378.7 66.6 28.6 - 26.5 6.2 441.2

Installations 691.7 136.8 44.0 1.5 47.5 12.8 810.7


and equipment 3,281.2 1,379.0 46.4 2.2 73.4 131.0 4,500.0


plant and equipment 758.3 - 15.9 2.5 14.0 - 757.7

Other fi xed operating assets 104.1 21.9 21.3 0.9 35.8 - 110.6

Fixed assets under construction 231.8 18.5 295.2 - - - 545.5

Total for 2008 fi nancial year 5,551.5 1,624.3 458.4 8.0 200.7 150.0 7,275.5

- 69 -


In millions of euros Cost as at 31 Dec.

2009

Accumulated

depreciation *) as

at 31 Dec. 2009

Cost as at 31 Dec.

2008

Accumulated

depreciation *) as

at 31 Dec. 2008

Land and buildings 160.9 55.5 181.0 71.2

Compressor stations 589.9 148.7 561.6 120.4

Installations 1,078.4 288.9 1,038.4 227.7


and equipment 5,071.0 948.4 5,023.1 523.1


plant and equipment 858.3 106.6 854.3 96.6

Other fi xed operating assets 345.3 238.8 332.9 222.3

Fixed assets under construction 1,531.7 - 545.5 -

Total 9,635.5 1,786.9 8,536.8 1,261.3

*) including any impairments

Depreciation periods

With effect from 1 January 2008, the remaining depreciation period for investments in transport pipelines has been

extended to 55 years. The carrying amount as at this date and the investments in transport pipelines as of this date are

being depreciated until 2063. The prospects for the availability of natural gas in Northwestern Europe and the oppor-

tunities for Gasunie to continue attracting gas fl ows have considerably improved by the acquisition of BEB/EMGTG

(now Gasunie Deutschland), the construction of the LNG terminal on the Maasvlakte and the participation in Nord

Stream.

As from 1 January 2004, the depreciation period for compressor stations and installations is 30 years (on average).

The depreciation periods for the other tangible fi xed assets are:

Buildings: 50 years.

Other fi xed operating assets: 3 to 20 years.

Land is not depreciated.

Impairments

An impairment of tangible and fi nancial fi xed assets of € 570 million before taxation is charged to the result of 2009.

This relates to the gas transport network of the cash-generating unit `Gasunie Deutschland’ in the segment `Regulated

Network Management in the Netherlands and Germany (TSO)’. The impairment is accounted for under ̀ Impairments’

in the consolidated profi t and loss account.

The `Gas transport network’ refers to the aggregate of transport pipelines and transport-related assets of the group

companies and associates of Gasunie Deutschland. The impairment was fi rst determined for this aggregate and then

allocated to the tangible and fi nancial fi xed assets of Gasunie Deutschland in accordance with the business-specifi c

cash fl ows.

The impairment as estimated based on currently available information is mainly attributable to the tariff decision of

the German regulator (Bundesnetzagentur) of October 2009. Furthermore the Bundesnetzagentur still has to set the

applicable effi ciency factor. The resulting tariff system will apply for the regulatory period 2008-2012.

- 70 -


The tariffs are substantially lower than envisaged when the 2008 fi nancial statements were prepared and when Gas-

unie Deutschland was acquired in 2007. As a result of the tariff decision, management reconsidered the cash fl ow

forecast among other things. This revised cash fl ow forecast is used as the input for the calculation of the indirect re-

coverable amount of the cash-generating unit ‘Gasunie Deutschland’, on which its recoverable amount is based. As at

31 December 2009, the full planning period is 53 years.

The cash fl ow forecast is based on the business plan for the next three years as adopted by the Executive Board and on

a recent long-term forecast. Included is an expected change to the regulatory framework as of 2013 that will enable sus-

tainable investments in the gas transport network in the long-term. The assumption is that this will lead to increased

tariffs for the next regulatory period 2013-2017, of which a normative cash fl ow in 2018 will be derived. As of 2018, a

growth of turnover and expenses is expected of 1% per year.

The cash fl ows are discounted using a discount factor based on a discount rate of 6.8% before taxation (2008: 6.8%

before taxation). This percentage is equivalent to a discount rate of 5.5% after taxation (2008: 5.5% after taxation).

When carrying out an impairment test, management makes assumptions, including those regarding short-term and

long-term developments in the regulatory framework, and makes estimates of, for example, the future cash fl ows and

determines the discount rate. These assumptions, estimates and judgements signifi cantly affect the valuation. A lower

cash fl ow of € 10 million per year of Gasunie Deutschland for the regulatory period 2013–2017 and the normative cash

fl ows as of 2018 will lead to an additional impairment of € 120 million before taxation.

- 71 -


3. Intangible fi xed assets

In millions of euros Exploitation rights Goodwill Total

2009


- cost - 679.4 697.4

Carrying amount - 679.4 679.4

Movements in the fi nancial year 2009

- acquired in business combinations - - -

- additions 9.7 - 9.7

9.7 - 9.7

Balance as at 31 December 2009

- cost 9.7 679.4 689.1

Carrying amount 9.7 679.4 689.1

2008


- cost - - -

Carrying amount - - -

Movements in the fi nancial year 2008

- acquired in business combinations - 679.4 679.4

- additions - - -

- 679.4 679.4

Balance as at 31 December 2008

- cost - 679.4 679.4

Carrying amount - 679.4 679.4

Exploitation rights

Gasunie Zuidwending has acquired the exploitation rights of a part of the transmission capacity of the natural gas

storage facility in Zuidwending from third parties. The exploitation rights relate to the period 2011 to 2015. As from

the beginning of 2011, the intangible fi xed asset will be amortised on a straight-line basis consistent with the useful

life of the rights.

Goodwill

The goodwill relating to the cash-generating unit Gasunie Deutschland GmbH & Co. KG is allocated to the group of

cash-generating units TSO-Netherlands and TSO-Germany in the segment ´Regulated Network Management in the

Netherlands and Germany (TSO)’.

An impairment test has been carried out on the capitalised goodwill of the aforementioned group. This test did not

show any impairment.

The recoverable amount of the goodwill is based on a calculation of the indirect recoverable amount. As at 31 Decem-

ber 2009, the full planning period is 53 years. The expected cash fl ows for the next three years are based on the busi-

ness plan drawn up by the Executive Board. The anticipated cash fl ows following the planning period of three years

- 72 -


take into account the expected changes in tariffs and infl ation. The cash fl ows are discounted using a discount factor

based on a discount rate of 6.8% before taxation, which is equivalent to a discount rate of 5.5% after taxation.

4. Investments in associates N.V. Nederlandse Gasunie has interests in the following companies, directly or through its group companies:

Company Registered offi ce Interest as at 31

December

2009 2008

EuroHub GmbH Haan, Germany 50% 50%

C.V. Gasexpansie IJmond Groningen 50% 50%

APX B.V. Amsterdam 26,1% 26,1%

Energie Data Services Nederland (EDSN) B.V. Arnhem 25% 25%

Eemshaven LNG Terminal B.V. ’s-Hertogenbosch 25% 25%

DEUDAN - Holding GmbH Hanover, Germany 51% 51%

NETRA GmbH Norddeutsche Erdgas Transversale Emstek/Schneiderkrug, Germany 33,3% 33,3%

DEUDAN - Deutsch/Dänische Erdgastransport-GmbH & Co. KG Handewitt, Germany 33,3% 33,3%

NETRA GmbH Norddeutsche Erdgas Transversale & Co. KG Emstek/Schneiderkrug, Germany 28,7% 28,7%

Aequamus GmbH Bremen, Germany 33,3% -

GASPOOL Balancing Services GmbH Berlin, Germany 25% -

Aequamus GmbH and GASPOOL Balancing Services GmbH were both incorporated in 2009.

Movements in investments in associates:


Balance as at 1 January 373.3 12.0

Investments 0.1 3.2

Acquisitions - 347.5

Movements directly in equity (0.7) -

Result on investments in associates 25.3 10.6

Dividend received (12.6) -

Impairments (164.6) -

Balance as at 31 December 220.8 373.3

For information on impairments, see the section ´Impairments´ of note 2 of the notes to the consolidated balance

sheet.

- 73 -


The share in the assets and liabilities as at the balance sheet date, the income and the result of the fi nancial year of the

associates is as follows:

In millions of euros 31 Dec. 2009 31 Dec. 2008

Assets 437.0 595.5

Liabilities 221.9 229.4

Income 42.0 24.8


5. Other equity interests With effect from 10 June 2008, N.V. Nederlandse Gasunie acquired an interest of 9% in the Nord Stream gas pipeline,

which crosses the Baltic Sea from Russia to Germany. During the construction phase, the company’s interest in Nord

Stream is valued at cost.

The equity interest in the Nord Stream gas pipeline is intended as a long-term investment supporting the objectives

of N.V. Nederlandse Gasunie.



Investments 26.1 119.2

Disposals - (1.3)


In 2008, the interest of approximately 10% in Endex N.V. in Amsterdam, was sold to APX B.V., which resulted in a

gain of € 0.7 million.

6. Interests in joint ventures The company has a 60% (indirect) interest in BBL Company V.O.F., which is jointly controlled by Gasunie BBL B.V. and

two other parties. BBL Company V.O.F. operates a gas pipeline between Balgzand in the Netherlands and Bacton in the

United Kingdom. The pipeline was taken into use in December 2006.

The company has a 50% (indirect) interest in Gate terminal Management B.V, a 40% (indirect) interest in Gate termi-

nal C.V. and a 40% (indirect) interest in Gate terminal B.V. These interests relate to a joint venture with Koninklijke

Vopak N.V. for the construction and operation of a terminal for liquifi ed natural gas (LNG) on the Maasvlakte.

In 2008, the company sold a 2.5% interest in Gate terminal B.V., yielding a net gain of € 2.5 million.

- 74 -


The share in the assets and liabilities as at the balance sheet date and in the income and expenses of the joint ventures

for the fi nancial year, as included in the consolidated fi nancial statements is as follows:


Fixed assets 460.5 392.7

Current assets 22.1 20.8

482.6 413.5

Long-term liabilities 143.4 90.4

Current liabilities 21.6 12.9

165.0 103.3

Net investment 317.6 310.2

Income 67.2 68.0


7. Deferred tax assets The deferred tax assets arise from temporary differences between the valuation in the fi nancial statements for fi nan-

cial reporting purposes and those for tax purposes of Gasunie Nederland. They can be broken down as follows:


Tax treatment of purchase price paid by the Dutch State

Tax treatment of the provision for employee benefi ts

Tax treatment of fi nancial instruments


Losses available for set-off

1,887.6

(10.5)

2.1

(969.0)

1.1

1,941.5

(5.5)

0.9

(927.1)

1.0

Total 911.3 1,010.8

Tax treatment of the purchase price paid by the Dutch State

When N.V. Nederlandse Gasunie was restructured, the Dutch State made a deemed capital contribution to the com-

pany for tax purposes.

As a result, additional depreciation for tax purposes applied to N.V. Nederlandse Gasunie with effect from 2005 in the

form of a revaluation of the network for tax purposes. The deferred tax asset arising from this is taken to equity. The

effects of the rate changes were and are also taken to equity.

- 75 -

Annual Report 2009 - N.V. Nederlandse GasunieJaarverslag 2009 - N.V. Nederlandse Gasunie

Movements in deferred tax assets are as follows:


Balance as at 1 January 1,010.8 1,034.0

Movements taken to profi t and loss account (114.5) (42.3)

Movements taken to equity 15.0 19.1

Balance as at 31 December 911.3 1,010.8

Movements taken to the profi t and loss account and to equity for 2009 can be broken down as follows:

In millions of euros Profi t and loss

account

Equity

Purchase price paid by the Dutch State (53.9) -

Provision for employee benefi ts (19.1) 14.2

Financial instruments 0.3 0.8

Tangible fi xed assets (41.9) -

Losses available for set-off 0.1 -

Total (114.5) 15.0

Movements taken to the profi t and loss account and to equity for 2008 can be broken down as follows:


account

Equity

Purchase price paid by the Dutch State (54.0) -

Provision for employee benefi ts (8.4) 13.9

Financial instruments 1.0 5.2

Tangible fi xed assets 19.0 -

Losses available for set-off 0.1 -

Total (42.3) 19.1

8. Stocks Stocks, with a recognised value of € 28.4 million as at 31 December 2009 (31 December 2008: € 30.0 million), com-

prise almost entirely maintenance materials and parts that are measured on an average-cost basis. The amount stated

takes into account a provision of € 7.4 million (2008: € 6.2 million) for obsolescence. In 2009, € 1.2 million (2008:

€ 1.0 million euro) was charged to the profi t and loss account because of adjustments to the provisions and the down-

ward revaluation of stocks.

- 76 -


9. Trade and other receivables


Trade receivables 177.0 197.9

Tax and social security contributions 26.4 17.6

Other receivables 130.6 57.1

Total 334.0 272.6

The other receivables as at 31 December 2009 comprise a granted loan to an other equity interest of € 94.5 million.

The total trade and other receivables amount to € 307.6 million (2008: € 255.0 million). The ageing analysis of these

receivables as at the balance sheet date is as follows:

In millions of euros Total Not due and

not impaired

Due and not impaired

< 30

days

30-60

days

60-90

days

90-120

days

> 120

days

2009 307.6 294.6 4.3 5.3 0.1 1.4 1.9

2008 255.0 232.1 13.8 1.0 0.7 3.2 4.2

Movements in the provision for doubtful debts are set out below:



Additions 0.3 -

Acquisitions 0.3 -

Charges (0.1) -

Release credited to the result ( 0.1) -


The receivables are individually reviewed to determine the amount of the provision, primarily taking into account the

age of the receivable and the creditworthiness of the debtor.

- 77 -


10. Cash and cash equivalents


Banks 45.5 49.8

Call funds and deposits receivable 61.0 101.0

Total 106.5 150.8

The bank balances have an interest rate based on daily interest, and the call funds and deposits receivable are subject

to a one-month interest rate.

11. EquityIssued share capital

The authorised share capital as at 31 December 2009 amounts to € 756,000 and is divided into 7,560 shares of € 100

nominal value each, of which 1,512 have been issued and paid up in full.

Other reserves

Items included under ‘other reserves’ are classifi ed as retained earnings under IFRS.

Dividend

The Executive Board proposes that all the profi t of € 121.8 million for 2009 plus € 294.1 million from the general re-

serve be distributed to the shareholder; a total of € 415.9 million.

The profi t for 2008 amounted to € 394.1 million, of which € 295.6 million has been distributed as dividend in 2009.

2009 2008

Final dividend to be paid (in millions of euros) 415.9 295.6

Dividend per share (in thousands of euros) 275.1 195.5

12. Cash fl ow hedge reserveMovements in the cash fl ow hedge reserve are as follows:


Balance as at 1 January (2.2) 14.2

In the reserve recognised valuation of transactions for

hedging (interest-based) cash fl ows,


Transferred to the profi t and loss account,


(1.5)

0.4

(1.7)

0.4

(20.3)

5.2

( 1.7)

0.4

Balance as at 31 December (4.6) (2.2)

- 78 -


The cash fl ow hedge reserve as at year-end 2009 and 2008 relates to two cash fl ow hedges. They are the N.V. Nederland-

se Gasunie cash fl ow hedge, relating to two bond loans, and the Gate terminal B.V. cash fl ow hedge.


Cash fl ow hedge N.V. Nederlandse Gasunie,


15.6

(4.0)

17.3

(4.4)

11.6 12.9

Cash fl ow hedge Gate,


(21.8)

5.6

(20.3)

5.2

(16.2) (15.1)

Total (4.6) (2.2)

The cash fl ow hedge reserve relating to two long-term bond loans concerns swap transactions settled in 2006, of which

the results have been included in the cash fl ow hedge reserve and will subsequently be transferred to the profi t and

loss account during the remaining term of the underlying bond loan. An amount of € 3.9 million (2008: € 4.5 million)

of the balance of € 11.6 million (2008: € 12.9 million) will be released on a straight-line basis until 2016 and € 7.7 mil-

lion (2008: € 8.4 million) on a straight-line basis until 2021.

In July 2008, Gate terminal B.V. took out a private loan subject to a variable interest rate. The variable interest was

converted into a fi xed interest by means of a swap transaction. This transaction aims to largely offset changes in the

(interest-based) cash fl ows caused by changes in the market interest rate. This transaction has been specifi cally desig-

nated for this purpose by the management. At year-end 2009, the valuation of the swap transaction, including accrued

interest, amounted to € 22.0 million negative (2008: € 20.3 million negative) and is recognised in the balance sheet

under other long-term liabilities.

13. Interest-bearing loans The total amount of € 4,112.2 million (2008: € 3,186.1 million) in long-term loans consists of € 3,616.1 million (2008:

€ 2,866.1 million) in long-term bonds and € 496.1 million (2008: € 320 million) in private loans. The long-term bonds

are fi xed-interest bonds as at the balance sheet date. The private loans as at balance sheet date consists of € 375 mil-

lion (2008: € 250 million) fi xed-interest loans and € 121.1 million (2008: € 70 million) variable-interest loans. 70% of

the interest rate risk at year-end 2009 relating to the € 121.1 million is hedged by a swap transaction. At year-end 2008,

70% of the interest rate risk relating to the € 70 million in variable-interest loans was hedged by a swap transaction.

The company has no open positions in foreign currencies.

- 79 -


Movements in interest-bearing loans:


Balance as at 1 January 3,186.1 1,000.0

Issued bond loans 750.0 1,878.1

Private loans contracted 176.1 320.0

Repayment commitments in next fi nancial year - (12.0)

Balance as at 31 December 4,112.2 3,186.1

Future repayments:


Repayment commitments in

2009 - 12.0

2010 - -

2011 466.1 466.1

2012 5.2 -

2013 1,405.4 1,400.0

2014 5.8 -

After 2014 2,236.1 1,320.0

Total repayment commitments 4,118.6 3,198.1

- 80 -


The table below provides a breakdown of the long-term loans, including repayment commitments.

Balance as at 31 December 2009:

Principal outstanding

from original loan in

millions of euros

Term Effective interest

rates

Interest review

date

Nominal amount

outstanding in millions of

euros

700.0 2006-2016 4.250% not applicable 700.0

300.0 2006-2021 4.500% not applicable 300.0

466.1 2008-2011 5.376% not applicable 466.1

400.0 2008-2013 6.000% not applicable 400.0

1,000.0 2008-2013 6.000% not applicable 1,000.0

125.0 2008-2022 4.500% not applicable 125.0

125.0 2008-2023 4.804% not applicable 125.0

136.9 *) 2008-2029 6.000% 15th of every month 58.8

136.9 *) 2008-2029 5.930% 15th of every month 58.8

750.0 2009-2017 5.125% not applicable 750.0

125.0 2009-2024 4.266% not applicable 125.0

20.7 *) 2009-2029 7.950% 15th of every month 4.1

29.1 *) 2009-2029 7.610% 15th of every month 5.8

Total 4,118.6

If the Dutch state ceases to hold all the N.V. Nederlandse Gasunie shares, the interest rates of the three loans of € 125 mil-

lion from the European Investment Bank will be adapted to refl ect the credit risk policy of the lender.

Balance as at 31 December 2008:

Principal outstanding

from original loan in

millions of euros

Term Effective interest

rates

Interest review

date

Nominal amount

outstanding in millions of

euros

700.0 2006-2016 4.250% not applicable 700.0

300.0 2006-2021 4.500% not applicable 300.0

12.0 2008-2009 4.589% not applicable 12.0

466.1 2008-2011 5.376% not applicable 466.1

400.0 2008-2013 6.000% not applicable 400.0

1,000.0 2008-2013 6.000% not applicable 1,000.0

125.0 2008-2022 4.500% not applicable 125.0

125.0 2008-2023 4.804% not applicable 125.0

136.9 *) 2008-2029 5.374% 15th of every month 35.0

136.9 *) 2008-2029 5.915% 15th of every month 35.0

Total 3,198.1

*) These loans were contracted by Gate terminal B.V. in the form of long-term facilities and are consolidated proportionally. These facilities are drawn in

phases.

- 81 -


The weighted average interest rate for the long-term loans as at the balance sheet date was 5.2% (year-end 2008: 5.3%).

The interest rate risk is managed by means of fi nancial derivatives (see also note 20).

The market value of the long-term loans as at 31 December 2009 is € 4.4 billion (2008: € 3.3 billion).

14.Deferred tax liabilities The temporary differences between the valuation in the fi nancial statements for fi nancial reporting and for tax pur-

poses of Gasunie Deutschland result in the recognition of deferred tax liabilities. They can be broken down as follows:



Financial fi xed assets

Provision for employee benefi ts

Provision for tax rate adjustments

Other deferred tax liabilities

279.8

25.5

(4.8)

20.2

6.7

397.5

47.7

(3.2)

5.6

8.5

Total 327.4 456.1

Movements in the deferred tax liabilities are as follows:


Balance as at 1 January 2009/1 July 2008 456.1 498.3

Movements taken to profi t and loss account (127.4) (41.9)

Movements taken to equity (1.3) (0.3)


Movements taken to profi t and loss account and equity for 2009 can be broken down as follows:


account

Equity


Financial fi xed assets (22.2) -

Provision for employee benefi ts - (1.3)

Provision for tax rate adjustments 14.5 -

Other movements (2.0) -

Total (127.4) (1.3)

- 82 -


Movements taken to profi t and loss account and equity for the second half of 2008 can be broken down as follows:


account

Equity


Financial fi xed assets (2.2) -

Provision for employee benefi ts 0.1 (0.3)

Other movements 6,3 -

Total (41.9) (0.3)

15. Employee benefi tsIn millions of euros 31 Dec. 2009 31 Dec. 2008

A. pension assets, the Netherlands 42.2 22.8

Total 42.2 22.8

B. pension liabilities, Gasunie Deutschland 35.8 28.4

C. jubilee benefi ts 7.9 8.4

D. post-retirement fringe benefi ts 7.5 8.1

Total 51.2 44.9

The amount by which the plan assets exceed the present value of the pension commitments in the Netherlands is re-

cognised in the balance sheet as a pension asset.

Provisions for pension liabilities

The assumptions underlying the calculation of the pension liabilities are set out below:

Netherlands Germany

2009 2008 2009 2008

Discount rate 5.0% 5.3% 5.0% 5.3%

Expected future salary increases 3.7% 3.7% 3.3% 3.3%

Expected future pension increases 1.8% 1.5% 1.8% 1.5%

Expected return on plan assets 6.0% 6.0% - -

The calculation of the expected return takes into account the specifi c expected returns for each investment category,

based on a long-term interest of 4.5% and a risk premium for property and shares of 4.0%.

- 83 -


Five-year summary (balance at year-end):

In millions of euros 2009 2008 2007 2006 2005

Present value of pension entitlements

Plan assets

858.6

(865.0)

734.9

(729.3)

810.4

(854.5)

843.4

(843.0)

785.1

(777.3)

Pension provision (6.4) 5.6 (44.1) 0.4 7.8

Experience adjustments to plan liabilities 70.2 (0.4) 22.0 - (6.7)

Experience adjustments to plan assets 47.9 (171.2) 31.4 (4.8) (40.9)

A.Provision for pension liabilities, the Netherlands

The provision for pension liabilities to employees in the Netherlands can be broken down as follows:


Present value of pension entitlements 822.8 706.5

Plan assets (865.0) (729.3)

Pension provision (42.2) (22.8)

Movements in the pension provision are as follows:



Balance as at 1 January

Increase in pension entitlements

Accrued interest

Actuarial result

Pension benefi ts paid

706.5

12.6

37.4

103.4

(37.1)

810.4

14.3

34.0

(116.7)

(35.5)


Plan assets


Expected return

Employer’s pension contributions received

Actuarial result


729.3

43.1

81.8

47.9

(37.1)

854.5

51.1

30.4

(171.2)

(35.5)


All plan assets are administered by Stichting Pensioenfonds Gasunie

- 84 -


The employer’s pension contributions received for 2009 include a one-off amount of € 56 million to increase the co-

verage ratio of the fund as at 31 December 2008.


Actuarial gains and losses taken directly to equity

Actuarial result on pension entitlements

Actuarial result on plan assets

(103.4 )

47.9

116.7

(171.2)

Total actuarial result (55.5) ( 54.5)

The actuarial result in 2009 is largely infl uenced by, for one thing, the experience adjustments to the pension liabilities

and, for another, the return on plan assets.

The actuarial result in 2008 is largely infl uenced by, for one thing, a higher discount rate and, for another, the negative

return on plan assets.

The accumulated actuarial gains and losses, taken directly to equity, amounts to € 182.8 million negative at year-end

2009 (year-end 2008: € 127.3 million negative).

The plan assets for each investment category are set out below:

In percentages 31 Dec. 2009 31 Dec. 2008

Property and shares

Bonds

Cash

55

42

3

50

43

7

Total 100 100

The actual return on plan assets for 2009 is 11.9% (2008: 14.7% negative). The company expects to be liable in 2010

for approximately € 26.5 million pension contributions to the pension fund (2009: approximately € 30.9 million).

As at 31 December 2009 and 31 December 2008, Stichting Pensioenfonds Gasunie has not granted fi nancing to N.V.

Nederlandse Gasunie.

The pension fund does not invest in property or other assets used by the company.

- 85 -


The total pension costs for this defi ned benefi t pension plan, as presented in the profi t and loss account, consist of:



Accrued interest

Expected return on plan assets

12.6

37.4

(43.1)

14.3

34.0

(51.1)

Total pension costs 6.9 (2.8)

B. Provision for pension liabilities, Gasunie Deutschland

The pension provision relates to the pension plan as it applies to Gasunie Deutschland employees.

The provision for pension liabilities is made up as follows:


Present value of pension entitlements 35.8 28.4

Plan assets - -

Pension provision 35.8 28.4

Movements in the pension provision are as follows:



Balance as at 1 January/ 1 July


Accrued interest

Actuarial result


28.4

1.5

1.5

4.4

-

25.8

0.6

0.8

1.2

-


- 86 -



Actuarial losses taken directly to equity

Actuarial result on pension entitlements

Actuarial result on plan assets

(4.4)

-

(1.2)

-

Total actuarial loss (4.4) (1.2)

The accumulated actuarial gains and losses, taken directly to equity, amounts to € 5.6 million negative at year-end 2009

(year-end 2008: € 1.2 million negative).

Total pension costs for this defi ned benefi t pension plan, as presented in the profi t and loss account, consist of:



Accrued interest

Expected return on plan assets

1.5

1.5

-

0.6

0.8

-

Total pension costs 3.0 1.4

C. . Provision for jubilee benefi ts

The provision relates to jubilee benefi ts paid by N.V. Nederlandse Gasunie to its employees. The likelihood that these

benefi ts will be paid and the discount rate used for the pension liability are taken into account. Movements in the pro-

vision are set out below:



Increase on account of acquisition

Additions

Charges

Transfers to third parties

8.4

-

-

(0.2)

(0.3)

7.5

0.5

0.4

-

-


- 87 -


D. Provision for costs of post-retirement fringe benefi ts for non-active and retired employees

N.V. Nederlandse Gasunie pays other benefi ts to non-active and retired employees. Movements in the provision are

set out below:



Additions

Used in the fi nancial year

8.1

0.4

(1.0)

6.8

2.1

(0.8)


The provision is primarily long-term. The provision is not fully funded.

16. ProvisionsProvision for reorganisation expenses

Movements in the provision for reorganisation expenses are as follows:



Additions

Short-term share of the provision

0.8

0.5

(0.7)

1.6

0.1

(0.9)


17. Other long-term liabilities


Derivative fi nancial instruments

Other long-term liabilities

22.0

0.2

20.3

-

Total other long-term liabilities 22.2 20.3

In July 2008, Gate terminal B.V. contracted a private loan with a variable interest rate. The variable rate is converted

to a fi xed rate by means of a swap transaction. At year-end 2009, the value of the swap transaction, including accrued

interest, was € 22.0 million negative (2008: € 20.3 million negative).

- 88 -


18. Current fi nancing liabilities


Repayments on long-term loans

Short-term loans

-

27.1

12.0

350.0

Total current fi nancing liabilities 27.1 362.0

At the end of 2009, N.V. Nederlandse Gasunie contracted € 27.1 million (2008: € 350 million) short-term loans on market

terms.

In addition, N.V. Nederlandse Gasunie has three credit facilities for a total amount of € 340 million (2008: € 350 million)

for temporary fi nancing. At neither year-end 2009 nor year-end 2008 had any funds been drawn on these facilities. The

credit facilities have a maximum term of one year and are uncommitted. The interest payable on the credit facilities is at

a variable market rate.

19. Trade and other payables


Trade payables

Derivative fi nancial instruments

Other liabilities, accruals and deferred income

241,6

1,8

211,8

226,8

0,4

106,0

Total trade and other payables 455,2 333,2

The trade and other payables do not bear interest. The derivative fi nancial instruments in 2009 and 2008 relate to in-

terest rate swaps.

20. Financial risks General

The main risks to which Gasunie is exposed are the market risk (consisting of interest rate risk and currency risk), the

credit risk and the liquidity risk. Gasunie uses fi nancial risk management to hedge these risks by operational and fi nan-

cial measures. Specifi c instruments are used for this purpose, depending on the nature and size of the risks.

The Treasury department is responsible for implementing the fi nancial risk management. The use of specifi c risk instru-

ments requires prior approval from the Executive Board. The Executive Board receives regular reports on the nature and

size of the risks, as well as the measures taken.

N.V. Nederlandse Gasunie uses derivative fi nancial instruments to manage currency and interest rate risks arising from

ordinary operational activities. The risk policy aims to limit the short-term effects of price and interest-rate fl uctuations

on the result, and in the long term to follow prevailing market interest rates and market exchange rates.

Financial instruments are only used to hedge risks and not for trading or any other purpose.

- 89 -


For the disclosure of currency and interest rate risks, IFRS 7 prescribes sensitivity analyses that show the fi nancial effects

of reasonable hypothetical changes in relevant risk variables on the profi t and loss account and on equity. These effects

are determined by relating the hypothetical changes in risk variables to the balance sheet value of the fi nancial instru-

ments as at the reporting date. Herewith is assumed that the balance sheet value as at the reporting date is representative

for the whole period.

Interest rate risk

The risk to which the company is exposed owing to fl uctuations in market interest rates mainly relates to the long-

term commitments with a variable interest rate. The company is also exposed to an interest rate risk in the period

between the decision to grant long-term loans with a fi xed rate and the realisation.

For the project fi nancing for one of the consolidated joint ventures, the interest rate risk was managed in the period

between the decision to fi nance the project and the time of actually doing so by means of a swap transaction. This

swap transaction is also being used to manage the interest rate risk during the project fi nancing term. The transacti-

on is designed to effectively offset changes in the (interest-based) cash fl ows caused by changes in the market interest

rate (cash fl ow hedge).

At year-end 2009, the variable interest-bearing share of the loan portfolio is 1% (2008: 0%). A 1%-point increase/

decrease of the interest rate will respectively increase/decrease the annual interest expenses of the loan portfolio by

€ 0.4 million (2008: no effect).

The effect of 1%-point increase/decrease on the valuation of the fi nancial instruments that are recognised with move-

ments directly through equity is a € 3 million decrease/increase (2008: € 3 million decrease/increase), net of corporate

income tax.

Currency risk

Currency risks arise, as defi ned in IFRS 7, if fi nancial instruments are concluded in a currency that is different from

the functional currency, and if the fi nancial instruments are of a monetary nature.

N.V. Nederlandse Gasunie strives to limit currency risks by using forward exchange contracts and currency swaps. Fo-

reign exchange instruments are only used on the basis of underlying positions. Currency risks are fully hedged to the

extent that there is suffi cient certainty about the amount and timing of the foreign currency cash fl ows.

A loan of CHF 700 million is presented on the liabilities side, with the related currency risk fully swapped to euros. In

addition, GBP positions amounting to € 5.4 million and € 2.3 million remain for 2009 and 2008 respectively.

At year-end 2009, no commitments have been hedged by forward transactions, the same situation as at year-end 2008.

The conversion of foreign currencies to euros is at the exchange rate at year-end.

- 90 -


In millions of euros Position Exchange rate in-

crease/decrease

Effect on result

before taxation

Effect on

equity

2009

Euro/GBP 5.4 +/- 30% -/+ 1.6 -/+ 0.4

Euro/CHF 146.6 +/- 10% -/+ 14.6 -/+ 3.6

2008

Euro/GBP 2.3 +/- 30% -/+ 0.6 -/+ 0.1

Euro/CHF 121.0 +/- 10% -/+ 12.1 -/+ 3.0

The sensitivity analysis takes into account the past fl uctuation range of currencies. The same ranges are used by the

company for its analyses of potential risks. There were no other signifi cant foreign currency positions.

Credit risk

The credit risk relates to the loss that would arise if counterparties were to default entirely as at the balance sheet date

and fail to meet their contractual obligations. The company is not exposed to any material credit risk with regard to

any individual customer or counterparty. See also note 9 of the notes to the consolidated fi nancial statements.

When employing derivative fi nancial instruments, the company uses, to reduce the counterparty risk, strict limits con-

cerning the level of the risk that is allowed for each counterparty. The company has drawn up criteria for selecting

counterparties of fi nancial instruments. These criteria limit the risk associated with possible credit concentrations and

market risks.

Guarantee received from third parties

N.V. Nederlandse Gasunie and its group companies have received the following guarantees from third parties:


Number Value Number Value

Bank guarantees 126 265.0 62 96.0

Deposits 27 8.4 15 3.9

Sureties 27 130.7 26 58.5

180 404.1 103 158.4

The deposits and sureties received relate to sureties from gas transport agreements. The bank guarantees received are

mainly sureties of contractors for new construction projects.

None of the bank guarantees or sureties are guarantees held in cash. The interest on deposits is credited to the issuer of

the guarantee. The individual terms of the guarantees received are generally short (1-2 years) and the guarantees are not

freely transferable.

- 91 -


Liquidity risk

Liquidity risk is the risk that the company has insuffi cient cash to meet ongoing payments. Gasunie’s policy is to

reduce this risk at minimal cost. The options for doing so depend on the solvency of an enterprise. As a solvent com-

pany, Gasunie is in a good position to obtain credit facilities. It quantifi es the risk using a multi-year schedule of capi-

tal costs and a liquidity forecast with a horizon of at least a year for operational expenses.

The company has committed credit facilities of € 340 million (2008: € 350 million) and a Medium Term Note (MTN)

programme of € 5 billion (2008: € 5 billion), with € 1.4 billion still available under this programme.

Dividend policy

N.V. Nederlandse Gasunie aims for a ratio of liabilities to equity that enables the company to fulfi l its strategy. To this

end, its fi rm objective is a pay-out ratio of 75% for the period 2009 until 2012.

- 92 -


Summary of future cash fl ows

The summary of maturity terms of future cash fl ows as at balance sheet date is as follows:

In millions of euros Total Payable im-

mediately

< 1 year 1-5 years > 5 years

2009


- interest-bearing loans 4,118.6 - - 1,882.5 2,236.1

- derivative fi nancial instruments 22.0 - - - 22.0

- other long-term liabilities 0.2 - - - 0.2

Current liabilities

- current fi nancing liabilities 27.1 27.1 - - -

- trade payables 241.6 145.6 96.0 - -

- derivative fi nancial instruments 1.8 - 1.8 - -

- other liabilities, accruals and deferred income 211.8 129.2 82.6 - -

- tax liabilities 20.6 20.2 0.4 - -

Interest payable on liabilities 1,291.5 - 215.5 646.8 429.2

Total 2009 5,935.2 322.1 396.3 2,529.3 2,687.5

2008


- interest-bearing loans 3,186.1 - - 1,866.1 1,320.0

- derivative fi nancial instruments 20.3 - - - 20.3

Current liabilities

- current fi nancing liabilities 362.0 - 362.0 - -

- trade payables 226.8 222.9 3.9 - -

- derivative fi nancial instruments 0.4 - - 0.4 -

- other liabilities, accruals and deferred income 106.0 35.5 56.8 4.3 9.4

- tax liabilities - - - - -

Interest payable on liabilities 882.3 - 168.1 458.0 256.2

Total 2008 4,783.9 258.4 590.8 2,328.8 1,605.9

- 93 -


Guarantees issued by Gasunie

N.V. Nederlandse Gasunie and its group companies issued the following guarantees to third parties:


Number Value Number Value

Bank guarantees 3 4.8 5 16.4

Parent guarantees 1 0.6 1 15.0

In escrow - - 1 3.3

4 5.4 7 34.7

The securities are provided for a specifi c purpose and mainly concerns investment projects.

The escrow is the only security on which approximately 50% in cash is deposited. Interest on the escrow is paid to the

guarantee provider. The terms of the guarantees are generally short (1-2 years) and are not freely transferable.

At the end of 2008, N.V. Nederlandse Gasunie acted as a guarantor for MAN Turbo AG for a maximum of € 15 million

to cover the fulfi lment of agreements concluded between MAN Turbo AG and the legal entity Gasunie Deutschland

Transport Services GmbH, which Gasunie acquired in a business combination. The guarantee will end as soon as the

agreements attached to it have been fulfi lled.

In 2009, N.V. Nederlandse Gasunie issued a purchase guarantee to N.V. KEMA worth € 87.5 million. The guarantee

lasts 10 years, starting at € 14 million in 2010 and decreasing in steps to € 5 million in 2019. The guarantee concerns

the purchase of services to ensure the safe and reliable transport of gas and support the development of sustainable

initiatives.

- 94 -


Fair value and carrying amount of fi nancial instruments

The table below shows a comparison between the carrying amount and the fair value of the fi nancial instruments.


Carrying amount Fair value Carrying amount Fair value

Financial assets

Trade receivables 177.0 177.0 197.9 197.9

Other receivables 130.6 130.6 57.1 57.1

Cash and cash equivalents 106.5 106.5 150.8 150.8

Total 414.1 414.1 405.8 405.8

Financing liabilities


- interest-bearing loans 4,112.2 4,439.7 3,186.1 3,327.7

- derivative fi nancial instruments 22.0 22.0 20.3 20.3

- other long-term liabilities 0.2 0.2 - -

Current liabilities

- current fi nancing

liabilities 27.1 27.1 362.0 362.0

- trade payables 241.6 241.6 226.8 226.8

- other liabilities, accruals and

deferred income 211.8 211.8 106.0 106.0

- derivative fi nancial instruments 1.8 1.8 0.4 0.4

- tax liabilities 20.6 20.6 - -

Total 4,637.3 4,964.8 3,901.6 4,043.2

The following methods are used to determine the approximate fair values of these instruments:

For trade and other receivables, cash and cash equivalents, current fi nancing liabilities, trade and other payables,

accruals and deferred income, and tax liabilities, the carrying amount approximates the fair value because of the

short period to the due date for each of these instruments.

The derivative fi nancial instruments are stated at fair value, which was calculated by discounting their future

cash fl ows at the appropriate rates taken from the current interest curve.

The interest-bearing loans are bonds of € 3.9 billion, with a listing on the Amsterdam and Zurich stock exchanges.

Their fair value is the market value at the year-end closing price. The fair value of the private loans of € 544 million

has been calculated by discounting the future cash fl ows against the current interest curve.

- 95 -


N.V. Nederlandse Gasunie uses the following hierarchy of methods to determine and measure the fair value of the de-

rivative fi nancial instruments for presentation in the balance sheet:

Level 1: Based on prices in active markets for the same instrument.

Level 2: Based on prices in active markets for comparable instruments, or based on other measurement methods,

with all required key data being derived from publicly available market information.

Level 3: Based on other measurement methods, with all required key data are not being derived from publicly

available market information.

The assets and liabilities presented at fair value in the balance sheet is determined according to the following hierarchy:

In millions of euros 31 Dec. 2009 Level 1 Level 2 Level 3

Derivative fi nancial instruments 1.8 - 1.8 -

Totaal 1.8 - 1.8 -

21. Commitments not included in the balance sheet Contingent liabilities for Nord Stream project

In the fi nal quarter of 2007, N.V. Nederlandse Gasunie concluded a provisional agreement with Gazprom, enabling

Gasunie, on 10 June 2008, to acquire a 9% interest in the Nord Stream gas pipeline, which crosses the Baltic Sea from

Russia to Germany. The expected investment by Nord Stream AG in the gas pipeline is approximately € 7.4 billion,

excluding fi nancing costs.

The project will be fi nanced with over € 6 billion in loan capital. During the construction phase, the investors will act

as a guarantor for their share of the project vis-à-vis the providers of the loan capital. In 2009, N.V. Nederlandse Gas-

unie acted as a guarantor for € 350 million for phase 1 of the project. This guarantee will likely remain in place until

mid 2012. For phase 2, N.V. Nederlandse Gasunie is expected to act as a guarantor for approximately € 240 million in

the period 2011 until 2013.

N.V. Nederlandse Gasunie has concluded an option agreement with the other Nord Stream shareholders. The agree-

ment includes a number of scenarios in which N.V. Nederlandse Gasunie would have the right to transfer its entire

position in Nord Stream to the other shareholders, with the largest shareholder under obligation to accept it. This gu-

arantee represents a maximum amount of € 0.9 billion for N.V. Nederlandse Gasunie.

Investment commitments

At year-end 2009, N.V. Nederlandse Gasunie had off-balance-sheet commitments exceeding € 700 million relating to

investment projects, compared with € 860 million at year-end 2008. The fi gure for 2009 includes € 185 million (2008:

€ 470 million) for organising Open Season 2005, € 120 million (2008: nil) for phase 1 of Open Season 2012, € 150 mil-

lion (2008: 160 million euro) for the construction of the LNG terminal (Gate terminal) and € 110 million (2008: € 50

million) relating to the construction of the gas storage facility in Zuidwending.

- 96 -


Lease commitments (operating lease)

Lease commitments at year-end 2009 amounts to € 12 million a year on average (2008: € 13 million).

These commitments relate to the operating leases on company cars and private vehicles. The fi xed lease payment is

calculated partly according to the value of the leased vehicle and the anticipated running costs, based on a standard

annual kilometrage. A variable allowance is also paid per kilometre over and above the standard kilometre allowance.

The average term of these lease commitments is approximately 4 years. The actual lease costs for 2009 amounted to

approximately € 8 million (2008: approximately € 7 million).

An operating lease also exists for computer equipment and printers. It relates to the supply, replacement and main-

tenance of the hardware of Gasunie’s offi ce IT system and server park. The average lease term for the hardware is 4

years. The current leases will expire at the end of 2013. The actual lease costs for 2009 amounts to approximately € 5

million (2008: approximately € 5 million).

The lease commitments over time can be broken down as follows:

Term Commitment as at

31 Dec. 2009

Commitment as at

31 Dec. 2008

0 – 1 years € 11 million € 12 million


For the site of the LNG terminal in Rotterdam (Gate), several lease contracts have been concluded, the largest in terms

of area being with the Port of Rotterdam Authority. These contracts are leases for land at the location of the Authority,

each having a term of 50 years. The average lease commitment for these contracts combined is around € 1 million a

year.

Other commitments

Other commitments as at year-end 2009 amount to € 1.4 billion (2008: € 1.7 billion). These commitments can be

broken down as follows:

Term Contract value as at

31 Dec. 2009

Contract value as at

31 Dec. 2008



> 5 years € 1.050 million € 1.169 million

The other commitments were entered into with suppliers for the purpose of carrying out operational activities.

- 97 -


Notes to the consolidated profi t and loss account

22. Staff costs


Salaries

Social security costs

130.2

8.7

119.5

7.8

Salaries and social security costs 138.9 127.3

Pension costs

Movement in provisions for fringe benefi ts

9.7

-

(2.2)

1.8

Other staff costs 9.7 (0.4)

Remuneration of members of the Executive Board and Supervisory BoardI. Members of the Executive Board

In euros Salary Variable

remuneration

Deferred

remuneration

Other benefi ts

2009

Executive Board

M.P. Kramer, CEO

H.A.T. Chin Sue

E. Dam

P.E.G. Trienekens

341,628

235,219

235,219

235,219

110,268

74,648

71,093

77,018

96,005

80,659

86,615

78,507

43,956

34,427

27,205

28,157

The variable remuneration shown in the table above is based on achieving agreed targets during the fi nancial year.

The agreed targets comprise combined Gasunie targets and individual targets. The combined Gasunie targets relate to

fi nancial and operational results to be achieved.

Variable remuneration comprises variable short-term remuneration, as described in the chapter ‘Remuneration policy

for the Executive Board’, as well as variable long-term remuneration.

The variable remuneration has been paid in 2010, except for the variable long-term remuneration component that is

related to the Economic Value Added (EVA™). During 2009, the increase in the value of the company, measured as

EVA, was above target. It is also expected that this increase during 2010 will be higher than forecasted earlier (at the

beginning of 2009). The expectations concerning the realisation after 2010 also had to be adjusted downwards, mainly

due to the impairment of the in 2007/2008 acquired German assets. For this reason, the Supervisory Board has decided

to grant the EVA-related remuneration (5%) for 2009 conditionally. It has been agreed that payment of this remune-

ration component will occur in 2011, providing the trend in the EVA (as resulting from developments relating to the

German assets) for 2011 and onwards is more favourable than currently expected.

- 98 -


Moreover, this negative impact on the forecasted EVA has led the Supervisory Board to decide that the variable remu-

neration component ‘overall assessment of an Executive Board member’s individual contribution’ paid for 2009, is to

be deducted from the variable remuneration for 2010, unless in 2010 a recovery of the positive EVA trend will be re-

alised for future years. Accordingly, if there is no improvement in the EVA outlook for 2011 and subsequent years, a

total of around 30% of the variable remuneration of each member of the Executive Board for 2009 will be withheld.

The Supervisory Board stresses that this mainly refl ects its concern about the recent development in the value of the

German entity, as a result of the amended regulation in Germany.

In euros Salary Variable

remuneration

Deferred

remuneration

Other benefi ts

2008

Executive Board

M.P. Kramer, CEO

H.A.T. Chin Sue

E. Dam

P.E.G. Trienekens

322,132

228,035

228,035

228,035

93,299

52,531

54,865

61,869

118,873

98,263

104,037

96,176

34,245

28,839

21,618

22,625

The variable remuneration shown in the table above is based on achieving agreed targets during the fi nancial year.

The agreed targets comprise combined Gasunie targets and individual targets. The combined Gasunie targets relate to

fi nancial and operational results to be achieved.

The variable remuneration was paid in 2009.

II. Supervisory Board members:

In euros Remuneration

2009


C. Griffi oen, vice-chairman

H.L.J. Noy

M.H. van der Woude

A. Lont

J.P.H.J. Vermeire

39,234

31,001

32,070

22,000

26,725

30,000

2008



H.L.J. Noy

M.H. van der Woude

M.E.C. Pernot

A. Lont

J.P.H.J. Vermeire

38,253

29,905

31,194

22,000

13,400

26,799

26,250

The remuneration of the members of the Supervisory Board for the 2009 fi nancial year amounts to € 181,030

(2008: € 187,801).

- 99 -


23. Other operating expenses


Costs of subcontracted work and other external charges

Costs of raw materials and consumables

Other operating costs

228.1

14.1

294.7

216.2

13.5

260.5

Total 536.9 490.2

Other operating costs for 2009 include movements in the provision for obsolescence of € 1.2 million negative (2008:

€ 1.0 million negative).

24. Finance revenue


Interest income

Exchange gain

8.9

0.1

9.8

-

Total fi nance revenue 9.0 9.8

Interest income relates to loans granted and receivables.

25. Finance costs


Interest expenses

Exchange loss

Other fi nance costs

173.1

-

0.2

98.5

1.1

5.0

Total fi nance costs 173.3 104.6

The interest expenses on the fi nancing liabilities stated at amortised cost amounted to € 199.2 million (2008: € 62.6

million). Of the interest expense in 2009, € 1.3 million (2008: € 0.1 million) relates to fi nancing liabilities stated at fair

value through profi t or loss. The interest expenses relating to (short-term) fi nancing amount to € 2.9 million (2008:

€ 44.6 million). Of the interest expenses, a total of € 30.3 million was capitalised in 2009 (2008: € 8.8 million), based

on a weighted average interest rate of 5.2% (2008: 5.0%).

- 100 -


26.TaxesThe taxes on the result in the consolidated profi t and loss account comprise:


Corporate income tax payable in the fi nancial year

Prior-year adjustments (2004 until 2008)

Movement in deferred taxation

58.4

(6.8)

(12.9)

126.2

1.7

(0.4)

Total taxes 38.7 127.5

The reconciliation between the effective tax rate and the applicable tax rate for the consolidated fi nancial statements

is set out below:

In percentages 2009 2008

Profi t and loss account

Applicable rate (standard tax rate, the Netherlands)

Prior-year adjustments (2004 until 2008)

Other differences

25.5

(1.2)

(0.2)

25.5

0.2

(1.3)

Effective rate

Deferred taxation

Applicable rate (for subsequent fi nancial years)

Effective rate (for subsequent fi nancial years)

24.1

25.5

25.5

24.4

25.5

25.5

Other differences relate to the differences in rates between the Netherlands (25.5%) and Germany (28.5%) for example.

27. WorkforceThe average number of employees in FTEs in 2009 is 1,714 (2008: 1,681). The year-end fi gure for the number of em-

ployees is 1,668 FTEs (2008: 1,736).

28. Dividend paid and proposed The Executive Board proposes that all the profi t of € 121.8 million for 2009 plus € 294.1 million from the general re-


For 2008, a fi nal dividend of € 295.6 million is distributed.

- 101 -


29. Notes on segments, products and services The information is segmented according to the Group’s activities and the geographical areas in which it operates. The

operating segments refl ect the management structure of the Group. The following segments are distinguished:

Regulated Network Management in the Netherlands and Germany (TSO)

This segment covers network management and is responsible for managing transport, developing the pipeline

network and related plants, and advancing marketing activities.

Participations & Business Development (Non-TSO)

This segment focuses on facilitating access to new gas fl ows for northwest Europe via an LNG connection and

long-distance pipelines, and on the use of the geological infrastructure for the storage of natural gas. Participation

in international and national projects relating to natural gas infrastructure in the Netherlands and Germany is

another part of this segment. This segment also includes joint ventures relating to pipelines that connect the

Gasunie transmission network with foreign markets, such as the BBL pipeline to the United Kingdom.

The accounting policies used for these segments are the same as those applied to the consolidated and company fi -

nancial statements.

The assets, liabilities, income and results of a segment comprise both items directly related to the segments and items

that can reasonably be attributed to them. Transaction prices for inter-segment transactions are determined at arm’s

length.

Information on assets and liabilities:

In millions of euros Assets Liabilities

31 Dec. 2009 31 Dec. 2008 31 Dec. 2009 31 Dec. 2008

Segments

- Regulated Network Management 9,180 9,282 774 809

- Participations & Business Development 1,146 652 225 46

Segment total 10,326 9,934 999 855

Unallocated assets and liabilities - - 4,018 3,548

Total consolidated assets and liabilities 10,326 9,934 5,017 4,403

- 102 -


In millions of euros Investments in associates Share in equity of associates

2009 2008 2009 2008

Segments

- Regulated Network Management - - 209 358

- Participations & Business Development - 3 12 15

Segment total - 3 221 373

Acquisitions in associates Share in result of associates

2009 2008 2009 2008

Segments

- Regulated Network Management - 348 25 10

- Participations & Business Development - - - -

Segment total - 348 25 10

- 103 -


30. Information on income and result

In millions of euros Income Segment result

2009 2008 2009 2008


Segments

- Regulated Network Management 1,584 1,426 257 554

- Participations & Business Development 85 80 43 49

Segment total 1,669 1,506 300 603

Unallocated head offi ce and functional

departmental costs - -

Unallocated fi nance revenue and costs

(139) (81)

Result before taxation 161 522

Taxes (39) (128)

Result on continuing operations

after taxation 122 394

Result on discontinued operations

after taxation - -

Income and profi t for the year 1,669 1,506 122 394

Income represents revenues from services supplied to third parties. Furthermore the segments also supply services to

each other. During 2009, the segment Regulated Network Management supplied services for € 12.2 million (2008:

€ 11.9 million) to the segment Participations & Business Development. The segment Participations & Business Develop-

ment supplied services for € 30 million to the segment Regulated Network Management in 2009 (2008: € 30 million).

- 104 -


31. Other segment information

In millions of euros Investments in fi xed assets

2009 2008

Segments

- Regulated Network Management 853 1,961

- Participations & Business Development 362 122

Segment total 1,215 2,083

In millions of euros Depreciation and

amortisation

Tangible non-monetary items other

than depreciation

2009 2008 2009 2008

Segments

- Regulated Network Management 200 191 574 148

- Participations & Business Development 10 9 - -

Segment total 210 200 574 148

The ´tangible non-monetary items other than depreciation´ in 2009 relates mainly to the impairment of tangible and

fi nancial fi xed assets of € 570 million (2008: € 150 million).

- 105 -


32. Information on products and services



Regulated Network Management segment

- gas transport 1,557 1,417

- other activities 27 9

1,584 1,426

Participations & Business Development segment

- gas transport 67 67

- other activities 18 13

85 80

Discontinued operations - -

Total income 1,669 1,506

33. Geographical information Income from third parties and fi xed assets by geographical area are determined primarily on the basis of the area

where the transmission takes place.

In millions of euros Income from third parties Fixed assets

2009 2008 31 dec. 2009 31 dec. 2008

The Netherlands 1,332 1,299 6,521 5,523

Outside the Netherlands 337 207 1,703 2,245

Total 1,669 1,506 8,224 7,768

The above fi xed assets comprise the tangible fi xed assets, the intangible fi xed assets excluding goodwill, the investments

in associates and the other equity interests. The comparative fi gures for 2008, in comparison to the in the annual report

of 2008 stated fi gures, also include the fi nancial fi xed assets.

Since 1 July 2008, Gasunie has activities in two geographical areas: in the Netherlands and outside the Netherlands.

34. Major customers In 2009 and 2008, the company generated at least 10% of its external income from gas transport at a single external

customer.

- 106 -


- 107 - Co

mp

an

y fi

n

an

cia

l s

ta

te

me

nt

s

- 108 -


Company balance sheet as at 31 December (before profi t appropriation)


Assets

Fixed assets

- tangible fi xed assets

- fi nancial fi xed assets

- deferred tax assets

- pension assets

5,972.4

2,593.4

904.6

42.2

5,330.1

2,594.2

1,004.7

22.8

9,512.6 8,951.8

Current assets

- stocks

- trade and other receivables

- receivables from group companies

- cash and cash equivalents

25.1

191.8

150.1

93.4

26.2

232.1

-

113.8

Total 9,973.0 9,323.9

Equity and liabilities

Equity

- issued share capital

- revaluation reserve

- statutory reserves

- general reserve

- profi t for fi nancial year

0.2

2,549.5

(18.5)

2,656.7

121.8

0.2

2,627.7

(16.0)

2,525.0

394.1

5,309.7 5,531.0

Provisions


- long-term fi nancing liabilities

Current liabilities

- current fi nancing liabilities

- trade and other payables

- liabilities to group companies

15.7

3,991.1

292.8

334.1

29.6

16.8

3,116.1

462.0

195.5

2.5

Total 9,973.0 9,323.9

- 109 -


Company profi t and loss account


Income

Salaries and social security costs


Depreciation and amortisation costs

(125.2)

(408.0)

(166.3)

1,418.8

(115.7)

(421.5)

(170.1)

1,384.1

Total operating expenses (699.5) (707.3)

Operating result 719.3 676.8

Finance revenue and costs


Share in result of equity interests

(88.1)

-

(363.8)

(30.5)

0.7

(94.2)

Result from ordinary activities before taxation 267.4 552.8

Taxes (145.6) (158.7)


- 110 -


Notes to the company fi nancial statements

1. Accounting policies

General The company fi nancial statements have been prepared in accordance with accounting principles generally accepted

in the Netherlands and comply with the fi nancial reporting requirements (NL GAAP), using the option, provided in

Section 362 (8) of Book 2 of the Dutch Civil Code, to apply the accounting policies used in the consolidated fi nancial

statements to the company fi nancial statements. These are the IFRS provisions, which have been adopted by the Eu-

ropean Union.

Please refer to the notes to the consolidated balance sheet and profi t and loss account for the accounting policies. These

notes contain additions to the notes to the consolidated fi nancial statements.

Interests in group companies are stated at net asset value. If and to the extent that N.V. Nederlandse Gasunie is unable

to transfer profi ts to itself due to restrictions, the profi ts will be added to a statutory reserve.

- 111 -


2. Notes to the company balance sheet



amount as at 1

Jan. 2009

Additions Disposals Depreciation Carrying

amount as at 31

Dec. 2009

Land and buildings

Compressor stations

Installations

Main transmission lines and related

plant and equipment

Regional transmission lines and

related plant and equipment


Fixed assets under construction

108.6

324.3

641.8

3,073.1

757.6

91.3

333.4

2.4

36.8

61.8

53.9

9.1

20.6

633.9

3.5

2.2

1.0

0.2

0.8

2.2

-

3.8

21.8

41.8

58.4

14.2

26.3

-

103.7

337.1

660.8

3,068.4

751.7

83.4

967.3

Total for 2009 fi nancial year 5,330.1 818.5 9.9 166.3 5,972.4


amount as at 1

Jan. 2008

Additions Disposals Depreciation Carrying

amount as at 31

Dec. 2008

Land and buildings

Compressor stations

Installations


plant and equipment

Regional transmission lines and

related plant and equipment


Fixed assets under construction

105.8

319.2

641.4

3,087.7

758.2

100.5

169.3

6.9

27.5

43.0

44.8

15.9

19.5

164.1

0.5

-

1.5

2.2

2.6

0.5

-

3.6

22.4

41.1

57.2

13.9

28.2

-

108.6

324.3

641.8

3,073.1

757.6

91.3

333.4

Total for 2008 fi nancial year 5,182.1 321.7 7.3 166.4 5,330.1

- 112 -


In millions of euros Cost as at 31

Dec. 2009

Accumulated

depreciation *)

as at 31 Dec.

2009

Cost as at 31

Dec. 2008

Accumulated

depreciation *)

as at 31 Dec.

2008

Land and buildings 159.9 56.2 179.9 71.3

Compressor stations 455.0 117.9 432.3 108.0

Installations 903.7 242.9 848.3 206.5


plant and equipment 3,496.9 428.5 3,444.3 371.2


plant and equipment 858.3 106.6 854.3 96.7

Other fi xed operating assets 312.4 229.0 305.9 214.6

Fixed assets under construction 967.3 - 333.4 -

7,153.5 1.181.1 6,398.4 1,068.3

*) Including any impairments

Financial fi xed assets


Group companies

Equity interest as at 1 January

Movements

- investments

- acquisitions

- movements directly in equity

- result of group companies

- dividend received

899.4

299.5

122.8

( 4.3)

(363.5)

(120.2)

61.3

948.9

-

(16.0)

(94.7)

(0.1)

Equity interest as at 31 December

Financing as at 1 January

Movements

- long-term loans granted

- repayment of long-term loans

1,679.4

101.3

(33.2)

833.7

317.6

1,400.0

(38.2)

899.4

Financing as at 31 December 1,747.5 1,679.4


Investments in associates 12.2 15.4

Total fi nancial fi xed assets

2,593.4 2,594.2

- 113 -


For the notes on investments in associates and other equity interests, see notes 4 and 5 of the notes to the consolida-

ted fi nancial statements.

Issued share capital The authorised share capital amounts to € 756,000 and is divided into 7,560 shares of € 100 nominal value each, of

which 1,512 have been issued and paid up in full.

The issued shares are held by the Dutch state.

Movements in issued share capital are as follows:

In euros 2009 2008


Movements

151,200

-

151,200

-

Balance as at 31 December 151,200 151,200

Revaluation reserve Movements in the revaluation reserve are as follows:



Realised share of the unrealised revaluation

Transferred to the profi t and loss account,


2,627.7

(76.9)

(1.7)

0.4

2,706.5

(77.5)

(1.7)

0.4


The revaluation reserve includes the revaluation of tangible fi xed assets as at 1 January 2004 and the cash fl ow hedge

reserve. For a full understanding, see also the notes to the consolidated fi nancial statements.

- 114 -


Statutory reserves Movements in the statutory reserves are as follows:



Share in the movements directly in equity of participations,


Share in retained earnings not distributable due to restriction

(16.0)

(5.9)

1.7

1.7

-

(21.5)

5.5

-

Balance as at 31 December (18.5) (16.0)

The statutory reserves mainly consist of the share in a negative cash fl ow hedge reserve of a subsidiary.

General reserve Movements in the general reserve are as follows:



Appropriation of profi t for previous fi nancial year

Balance of actuarial gains and losses on employee benefi ts,


Realised share of the unrealised revaluation

Movements in statutory reserves

2,525.0

98.5

(55.5)

14.2

76.9

(2.4)

2,379.3

108.8

(54.5)

13.9

77.5

-


Profi t for fi nancial year Movements in the profi t for the fi nancial year are as follows:



Dividend paid

Appropriation of profi t

Profi t for fi nancial year

394.1

(295.6)

(98.5)

121.8

435.2

(326.4)

(108.8)

394.1


Provisions

- 115 -



Provisions for jubilee benefi ts

Provisions for fringe benefi ts

Provisions for reorganisation expenses

7.5

7.6

0.6

7.9

8.1

0.8

Total provisions 15.7 16.8

For a specifi cation of the provisions, see notes 15 and 16 of the notes to the consolidated fi nancial statements.

Other items in the company balance sheet For the notes to other items in the company balance sheet, see the notes to the relevant items in the consolidated

fi nancial statements.

- 116 -


3. Notes to the company profi t and loss account



Capitalised expenditure

Costs of subcontracted work and other external charges

Costs of raw materials and consumables

Other operating costs

(90.3)

250.3

13.3

234.7

(68.0)

223.7

13.5

252.3

Total 408.0 421.5

The specifi cation on the remuneration of members of the Executive Board and Supervisory Board is included in the

notes to the consolidated fi nancial statements.

External auditor’s fees The following fees relating to work carried out by the audit fi rm responsible for auditing these fi nancial statements

are charged to the legal entity in the year under review. They include the corresponding fees charged to the consoli-

dated subsidiaries.


Audit of the fi nancial statements

Other assurance engagements

Tax consultancy

Other non-audit services

0.7

0.4

0.7

0.1

0.6

0.8

0.5

0.2

Total 1.9 *) 2.1

*) Of which Ernst & Young LLP charged € 0.8 million (2008: € 1.0 million) and other offi ces of Ernst & Young charged € 1.1 million (2008: € 1.1 million).

- 117 -


Finance revenue and costs


Interest income 85.7 73.1

Finance revenue 85.7 73.1

Interest expenses

Exchange results

Other fi nance costs

(173.5)

-

(0.3)

(98.5)

(0.1)

(5.0)

Finance costs (173.8) (103.6)

Net fi nance costs (88.1) (30.5)

Other items in the company profi t and loss account For the notes to other items in the company profi t and loss account, see the notes to the relevant items in the consoli-

dated fi nancial statements.

- 118 -


List of participations

Company Registered offi ce Interest

as at 31

December 2009

Gas Transport Services B.V. Groningen 100%

Gasunie Engineering B.V. Groningen 100%

Gasunie BBL B.V. Groningen 100%

Gasunie LNG Holding B.V. Groningen 100%

Gasunie Zuidwending B.V. Groningen 100%

Gasunie Underground Storage (GUUS) B.V. Groningen 100%

Zuidwending V.O.F. Groningen 100%

Gasunie Infrastruktur AG Zug, Zwitserland 100%

Vertogas B.V. Groningen 100%

Gastransport Noord-West Europa Holding B.V. Groningen 100%

Gastransport Noord-West Europa B.V. Groningen 100%

Gastransport Noord-West Europa Services 1 B.V. Groningen 100%




Gasunie Deutschland Verwaltungs GmbH Hanover, Germany 100%

Gasunie Deutschland GmbH & Co. KG Hanover, Germany 100%

Gasunie Deutschland Transport Services Holding GmbH Hanover, Germany 100%

Gasunie Deutschland Transport Services GmbH Hanover, Germany 100%

Gasunie Deutschland Services GmbH Hanover, Germany 100%

Gasunie Deutschland Technical Services GmbH Hanover, Germany 100%

Cupa Holding GmbH Hanover, Germany 100%

Cupa Transport Services GmbH Hanover, Germany 100%

Gasunie Ostseeanbindungsleitung (GOAL) GmbH Hanover, Germany 100%

BBL Company V.O.F. Groningen 60%

Gate terminal Management B.V. Rotterdam 50%

Gate terminal C.V. Rotterdam 40%

Gate terminal B.V. Rotterdam 40%

EuroHub GmbH Haan, Germany 50%

C.V. Gasexpansie IJmond Groningen 50%

APX B.V. Amsterdam 26,1%

Energie Data Services Nederland (EDSN) B.V. Arnhem 25%

Eemshaven LNG Terminal B.V. ’s-Hertogenbosch 25%

DEUDAN - Holding GmbH Hanover, Germany 51%

NETRA GmbH Norddeutsche Erdgas Transversale Emstek/Schneiderkrug, Germany 33,3%

DEUDAN - Deutsch/Dänische Erdgastransport-GmbH & Co. KG Handewitt, Germany 33,3%

NETRA GmbH Norddeutsche Erdgas Transversale & Co. KG Emstek/Schneiderkrug, Germany 28,7%

Aequamus GmbH Bremen, Germany 33,3%

GASPOOL Balancing Services GmbH Berlin, Germany 25%

- 119 -


The Executive Board,

M.P. Kramer, CEO

H.A.T. Chin Sue

E. Dam

P.E.G. Trienekens

The Supervisory Board,



A. Lont

H.L.J. Noy

J.P.H.J. Vermeire

M.H. van der Woude

Groningen, 7 April 2010

- 120 -


Other information

Profi t appropriation The Executive Board does not consider it necessary to add profi t to reserves pursuant to Article 39 (2) of the Articles

of Association. As a result, the profi t is at the free disposal of the General Meeting of Shareholders.

The Company may make distributions to shareholders and to other persons entitled to receive part of the distributa-

ble profi t only insofar as its equity exceeds the total issued share capital plus the reserves that must be retained by law.

The Executive Board proposes that all the profi t of € 121.8 million for 2009 plus € 294.1 million from the general re-


- 121 -


Auditor’s report

To the General Meeting of Shareholders and the Supervisory Board of N.V. Nederlandse Gasunie

Auditor’s report

Report on the fi nancial statements

We have audited the accompanying fi nancial statements 2009 of N.V. Nederlandse Gasunie in Groningen. The fi nanci-

al statements consist of the consolidated fi nancial statements and the company fi nancial statements. The consolidated

fi nancial statements for 2009 comprise the consolidated balance sheet as at 31 December 2009, the consolidated profi t

and loss account, the consolidated statement of comprehensive income, the consolidated statement of movements in

equity, and the consolidated cash fl ow statement for the year then ended, as well as a summary of signifi cant accoun-

ting policies and other explanatory notes. The company fi nancial statements comprise the company balance sheet as

at 31 December 2009, the company profi t and loss account for the year then ended and the notes.

Management’s responsibility

Management is responsible for the preparation and fair presentation of the fi nancial statements in accordance with In-

ternational Financial Reporting Standards, as adopted by the European Union, and with Part 9 of Book 2 of the Dutch

Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch

Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the pre-

paration and fair presentation of the fi nancial statements to ensure they are free from material misstatement, whether

due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that

are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on the fi nancial statements based on our audit. We have conducted our

audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform

the audit to obtain a reasonable assurance that the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial

statements. The procedures selected depend on the auditor’s judgment, including an assessment of the risks of mate-

rial misstatement of the fi nancial statements as a result of fraud or error. In performing these risk assessments, the au-

ditor considers internal control relevant to the entity’s preparation and fair presentation of the fi nancial statements in

order to select audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appro-

priateness of the accounting policies used and the reasonableness of accounting estimates made by the management,

as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit

opinion.

- 122 -


Opinion with respect to the consolidated fi nancial statements

In our opinion, the consolidated fi nancial statements give a true and fair view of the fi nancial position of N.V. Neder-

landse Gasunie as at 31 December 2009, and of its result and cash fl ows for the year then ended in accordance with In-

ternational Financial Reporting Standards, as adopted by the European Union, and with Part 9 of Book 2 of the Dutch

Civil Code.

Opinion with respect to the company fi nancial statements

In our opinion, the company fi nancial statements give a true and fair view of the fi nancial position of N.V. Nederland-

se Gasunie as at 31 December 2009, and of its result for the year then ended, in accordance with Part 9 of Book 2 of

the Dutch Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under Section 393 (5) (f) of Book 2 of the Dutch Civil Code, we report, to the extent

of our competence, that the management board report is consistent with the fi nancial statements as required by Sec-

tion 391 (4) of Book 2 of the Dutch Civil Code.

Groningen, 8 april 2010

Ernst & Young Accountants LLP

[was signed]

P.J.T.A. van Kleef

- 123 -


- 124 -


Colophon

Publishing


Graphic Design & Printing

Corporate Service Centre, N.V. Nederlandse Gasunie, Groningen

This report is also available in Dutch.

For futher information, contact the Communication Departement of N.V. Nederlandse Gasunie


P.O. Box 19

9700 MA Groningen

(Concourslaan 17)

the Netherlands

Telephone +31 50 521 91 11

Fax +31 50 521 19 99

E-mail: [email protected]: www.gasunie.nl

Annual Report 2009 - N.V. Nederlandse Gasunie 20

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