Report of the Supervisory Board

From geopolitical developments to the energy transition and digitalisation, the world around Enexis is in flux. In this report, the SB reflects on what this means for the company’s strategy and how the organisation can anticipate ongoing changes. The report also discusses important financial and governance issues.

Over the past year, the SB has carefully considered the developments affecting Enexis and their implications for the company's strategy.

Geopolitical relations are shifting, for example, and this is having an impact on the economy in general, and the energy supply in particular. For Europe and the Netherlands, being energy independent is becoming increasingly important. This is reshaping our understanding of what a future-proof energy system should look like. Geopolitical unrest is also affecting the international commodities market, underlining the need to build up larger stocks of materials as a precaution.

Future-proof energy system

Although climate ambitions appear to be under pressure, the energy transition continues to move forward. However, the pace is constantly changing, partly due to discussions within the EU. The share of renewables within the energy mix is growing, and we are adapting the grid accordingly. However, we are also faced with what the Germans call ‘Dunkelflaute’: a few days a year when there is too little sun and wind to generate energy, precisely at times when demand is high. Dispatchable capacity from, for example, gas‑fired and biomass power plants will continue to be required for this purpose. What does this mean for a future-proof energy system and for how Enexis manages peak loads? Political instability in the Netherlands also presents challenges to the energy sector, which benefits from clear long-term choices.

The energy transition poses challenges for both businesses and private individuals. For example, grid congestion can make it difficult for businesses to achieve sustainability quickly. In addition, Dutch industry faces higher grid tariffs than in neighbouring countries, which puts it at a competitive disadvantage. For private individuals, energy affordability is under pressure from substantial investments being made in the energy transition. In addition, low-volume consumers may also face waiting lists from 1 July 2026.

Meanwhile, the digital transition and the rapid development of AI offer opportunities: Enexis will have greater possibilities to utilise the electricity grid more flexibly, together with customers. However, there are also important considerations to be made. For example, what should and shouldn’t AI be used for? And what does this mean for employees’ work?

Resilience of the organisation

These challenges and opportunities are a clear test of Enexis' resilience. An important theme for the SB is how Enexis can respond quickly to changing circumstances. How do we deal with major external risks, such as current geopolitical threats? Critical infrastructure, including energy infrastructure, is vulnerable to real risks of sabotage and cyberattacks, which is why cybersecurity is always on the SB’s agenda. The organisation's risk profile was also updated in 2025 to reflect this.
Resilience is about more than these kinds of risks, and there is also significant external pressure on Enexis’ performance. Despite more new infrastructure being added than ever before, there are still waiting lists for connections. This creates additional work for employees, and it is management's job to keep this situation under control.

Strategy 2027-2032

Last year, the SB began by exploring developments affecting Enexis as a first step towards supporting the development of the 2027-2032 strategy. Naturally, Enexis responds daily to changing circumstances and the increasing complexity of its operations, but this will be reflected in the 2027-2032 strategy over the longer term. This strategy is currently under development. It is important that the SB is able to contribute ideas to the EB at an early stage, so that it can effectively become a co-owner of the strategy.

Expansion of the grid

One of the issues for the future is the scale of investment required to build and upgrade the electricity grid. In 2025, Enexis once again completed a record of investments on grid-related projects, accelerating its efforts thanks to its enhanced cooperation with suppliers and contractors. Investments are also being brought forward, and Enexis expects net investments to exceed €2 billion next year. Better planning and prioritisation in the company’s branches may yield even better results. The SB discussed this with the EB last year.

At the same time, Enexis must consider future investments in grid reinforcement: what is financially feasible and to what extent are investments still socially responsible? The electricity grid is under particular pressure at peak times. Smoothing out these peaks could mean that grid expansion will no longer or less so be necessary in the long term. Solutions such as technical innovation, the use of batteries, and more flexible utilisation of available capacity can all help in achieving this.

More flexible electricity consumption

Last year, the SB was involved in the decision-making process regarding the heavier taxation of assets and the associated risks. It is good that Enexis is exploring the limits within safety standards and making better use of the grid in smart ways. But there is also a task for customers. Enexis wants flexible use of the grid to become the norm. Despite the first Group Transmission Agreement and the 100th Blokstroom (’block power’) contract being agreed, there is still little enthusiasm for flexible propositions of Enexis among large business customers. Supply and demand are not yet sufficiently aligned. Incidentally, small consumers can also help prevent grid congestion by reducing the load on the grid during peak hours.

The SB has discussed this matter with the EB. The customers must be given a more central role. Questions that were raised included the scenarios that Enexis is developing to encourage flexible grid usage, how the organisation is building up expertise in this area, and its approach to doing so.

Safety

Working safely is top priority at Enexis. The SB is kept informed about this on a regular basis. The rising LTIF due to minor accidents is a cause for some concern, although we have confidence in the EB's approach to reducing the number of incidents. We would like to draw special attention to the aggression directed at engineers working on the streets. They are increasingly confronted with short tempers from local residents or bystanders. This is unacceptable.

Employees

Enexis is succeeding in finding sufficiently qualified personnel for the major task ahead. In this tight labour market, Enexis is an attractive employer, although technical workers remain scarce. The SB therefore wholeheartedly supports initiatives by Enexis and the sector to train employees themselves. The SB particularly appreciates Enexis’ efforts which have contributed to a more favourable perception of knowledge migration among political decision‑makers and advisory bodies, including the Social and Economic Council. Skilled migrants are indispensable for Enexis and via the Accelerated Skilled Deployment of Personnel (Versneld Vakbekwaam Inzetbaar Personeel, VVIP) programme they can quickly start working.

Finances

Enexis is financially healthy, though has a structural negative cash flow as a result of the growing investment challenge. This will remain the case in the coming years. To fund growth in the electricity grid, Enexis will need to borrow heavily from capital markets in the coming years. For example, in 2025, the SB approved the issuance of €1.5 billion worth of green bonds, which will enable Enexis to attract new investors. To continue securing sufficient loans on the most favourable terms, Enexis must remain financially sound. With structurally negative cash flows, this is a challenge.

The company has more than achieved the cost‑saving target of €220 million for the period 2022–2026, and did so one year earlier then planned. Keeping a close eye on expenditures remains important; however, the measures taken are not sufficient for Enexis to continue financing the energy transition and to guarantee its independence. In the long term, more equity capital will be needed, and timely measures must be taken to achieve this. In 2025, in consultation with the shareholders, the dividend policy was adjusted in order to preserve long‑term financing capacity and financial solidity as much as possible. The adjustments include, among other things, the introduction of an annual cap and indexation of the dividend (€100 million for 2025)

Governance

Changes in the SB

The composition of the Supervisory Board remained unchanged throughout 2025. Joost van Dijk will step down in April 2026 upon the expiry of his statutory term. The Supervisory Board extends its sincere appreciation for his dedication and commitment over the past years. His successor will be nominated for appointment at the General Meeting of April 2026 by the Supervisory Board, with a positive recommendation from the Shareholders’ Committee and the Central Works Council.
Following a thorough evaluation by the Shareholders’ Committee, Chair Jos Nijhuis will be nominated for reappointment at the upcoming General Meeting, with broad support, upon completion of his first term in April 2026.

Changes in the EB

CFO Mariëlle Vogt left Enexis last summer. Mariëlle performed her role as CFO exceptionally well, and the SB would like to thank her very much for that. Marjanne van Ittersum succeeded her on 1 June 2025.
We regret that Jeroen Sanders left Enexis on 1 March 2026. He served the company and its predecessors for more than 28 years, the past five of which as CTO. The Supervisory Board is deeply grateful to Jeroen for his dedication, sharp insights and commitment. He can look back with pride on everything he has accomplished—not only within Enexis, but also in collaboration with the other grid operators at both national and international levels. The procedure to appoint his successor is currently well underway.

Functioning of the SB

Over the past year, the SB conducted an evaluation of its performance with the support of an external firm. This assessment examined the extent to which the collective profile of the Board, as well as that of its individual members, aligns with the phase Enexis is currently in. Among other aspects, the evaluation considered whether the SB provides sufficient added value, exercises oversight in accordance with its defined Supervisory Vision, distinguishes major strategic issues from operational details, maintains effective interaction and collaboration, and possesses the required expertise.
The SB also concluded that additional expertise is needed in the areas of AI, IT and digitalisation. The Board considers a five‑member composition to be the most effective for Enexis. For this reason, the profile for the successor to Anita Arts — who will step down in April 2027 at the end of her statutory term — has been adjusted from a ‘Socio‑economic profile’ to a profile focused on ‘Digitalisation, AI and Employee Participation’. The socio‑economic perspective will then be covered by several other members of the SB. As this concerns a nominee to be put forward by the Works Council, the SB has consulted with the Central Works Council accordingly.
Furthermore, the evaluation confirmed that the SB fulfils its role as employer of the Executive Board effectively.

Performance of the EB

The SB discussed the performance of the Executive Board both as a collective and as individual board members. Evaluation meetings were held with all board members, incorporating feedback from their direct reports. These evaluation meetings are conducted by two members of the Supervisory Board.
Overall, the SB is very satisfied with the performance of the Executive Board. Areas in which the Executive Board can further improve collectively are, where appropriate, incorporated into the strategy or into internal plans.

SB member attendance

We met with the EB a total of six times in 2025. These meetings were always preceded by a closed meeting of the SB. The table below shows the attendance percentages per SB member from the moment of his or her appointment to the board and the relevant committee.

The SB has two standing committees: the Audit Committee and the HR Committee.

Audit Committee

The Audit Committee is chaired by Els de Groot and consists of Wilma Mansveld and Joost van Dijk as its members. In 2025, the Committee met seven times. In accordance with governance arrangements, the external auditor (EY), the Director of Finance & Control, the Manager of Internal Audit & Risk and the Chief Financial Officer (CFO) attended all meetings.
Regular items on the agenda included financial and sustainability reporting, funding and liquidity, quarterly reports from Internal Audit & Risk, fraud risk assessments, evaluation of the external auditor, and developments and legislation relating to ICT and AI (in particular NIS2 and the AI Act). In addition, the Committee discussed the planned actions leading to the issuance of a risk statement in 2026.

HR Committee

The HR Committee (HRC) is chaired by Anita Arts, with Jos Nijhuis serving as a member. In 2025, the Committee met four times, with the CEO and the Director of Human Resources & Facility Management attending each meeting. The HRC discussed, among other matters, the terms and conditions of employment for the Executive Board members, talent management, the annual employee satisfaction survey (EMO), integrity, diversity and inclusion. Over the past year, the Committee also focused on absenteeism analysis and employee inflow and outflow.
In addition, the HRC is responsible for ensuring a swift and careful process for filling vacancies within both the Executive Board and the Supervisory Board. For the Executive Board, this was relevant in the past period for both the CFO and CTO positions. For these processes, an executive search firm is engaged, with the HRC closely involving the CEO at every stage, as well as all others who have a clearly defined role in the procedure.

Shareholders

The SB consults regularly with the Shareholders' Committee (SHC), which represents the shareholders. In 2025, the SB met with this committee six times.

Employee participation

In 2025, following the elections, the Central Works Council (COR) adopted a new composition. Throughout the year, the Supervisory Board was able to collaborate effectively with the COR in both its ‘former’ and newly composed form. The Supervisory Board looks forward to continuing this constructive cooperation in the years ahead.
In two formal meetings held pursuant to Article 24, the Executive Board, Supervisory Board and COR discussed the strategic explorations for Enexis’ 2027–2032 strategy. Various challenges were addressed in this context, including the geopolitical situation, sustainability, the business climate (in relation to security of supply and grid congestion), ICT developments and the labour market. In addition, the profiles for the recruitment of the CFO, CTO and new Supervisory Board members were discussed with the COR’s executive committee.

About this report

We discussed the 2025 financial statements, including the audit opinion and the the Sustainability Statement and assurance report prepared by the EB, extensively. The external auditor EY was present. The auditor audited the 2025 financial statements and issued an unqualified audit opinion. The auditor also reviewed the Sustainability statement and issued an assurance report on it. The Audit Committee discussed the financial statements and the annual report in detail with the CFO, her team, and the auditor, and issued a positive opinion on both documents. We conclude that the report meets the requirements of good governance, transparent reporting, and accountability. We therefore propose that the AGM approves the 2025 financial statements and the proposed appropriation of profits for 2025. We also propose that the AGM discharge the EB for its policy and us, the SB, for our supervision of the EB in the 2025 reporting year.

Words of appreciation

In 2025, Enexis again accomplished a great deal. Despite increasing pressures, all employees, whether working in the field or in the office, managers, directors, works councils, and the CWC, and finally the EB, performed their duties with great commitment and dedication and achieved good results. The SB would like to express its gratitude and huge appreciation for this. We would also like to thank the shareholders and other stakeholders for their valuable contributions and commitment, and for the trust they have placed in Enexis.

's-Hertogenbosch, 4 March 2026

Supervisory Board

Jos Nijhuis (Chairman)

Joost van Dijk (Vice-Chairman)

Anita Arts

Els de Groot

Wilma Mansveld