22. Interest-bearing liabilities (non-current)

€ Million

2025

2024

Listed notes

3,972

2,981

Convertible hybrid shareholders' loan

500

500

Lease liabilities

95

81

Total

4,567

3,562

Non-current interest-bearing liabilities include loans available to Enexis for over a year. The amounts of repayment due within one year are included in the current interest-bearing liabilities.

For further information on non-current interest-bearing liabilities, please refer to note 30 ‘Financing policy and risks associated with financial instruments’.

The listed bonds with a maturity of more than one year have a total nominal value of €4 billion; after deduction of the amortised costs, the remaining value is €3,972 million. Listed bonds with a maturity due within one year amount to €500 million nominal; after deduction of the amortised costs, a value of €500 million remains. For further information on current interest-bearing liabilities, please refer to note 28.

In April 2025, Enexis Holding N.V. issued two green bonds of €500 million each with coupons of 3.25% and 3.625%. In November 2025, Enexis issued another green bond of €500 million with a coupon of 3.375%. Enexis now has nine bonds outstanding. The bonds are used by Enexis Holding N.V. to fund grid expansions and upgrades necessary to accommodate renewable energy, distribution automation, smart meters, and sustainable buildings. A Green Finance Framework has been developed for the issuance of green bonds. The current Green Finance Framework is fully aligned with the EU Taxonomy. This has been externally validated and confirmed by ISS ESG, demonstrating that Enexis makes a significant contribution to sustainability and has an impact on a sustainable society.

The carrying value of the convertible hybrid shareholders’ loan amounted to €500 million at year-end 2025. The convertible hybrid shareholders’ loan was issued in 2020 in two tranches. Both tranches have a maximum term to maturity up to 30 November 2080. An interest revision on 30 November 2030, and every 10 years thereafter, applies to both tranches. Early redemption is possible at each interest revision or under agreed conditions.

Enexis Holding N.V. has the right to convert the loan into shares if one of the credit ratings falls below Enexis' policy level (A/A2) or if it is threatened with a downgrade under credit watch. Enexis Holding N.V. can also obtain the right to convert the loan into shares in other cases with the consent of at least two-thirds of the shareholders. If Enexis Holding N.V. chooses to convert the loan into shares, then the nominal value of the loan (including still to be paid interest at that point in time) will be converted into an equal market value of the shares whereby the market value of the shares will be determined by an independent party. The conversion right is a right, but not an obligation, of Enexis Holding N.V.

The convertible hybrid shareholders’ loan concerns a hybrid financial instrument in which various derivatives are embedded in the base contract. The embedded derivatives concern, for example, the conditional right of Enexis to convert the loan into shares as well as the conditional right of Enexis to redeem the loan earlier. Based on the assessment of these embedded derivatives, Enexis concludes that the embedded derivatives do not have to be separated from the base contract and that the whole convertible hybrid shareholders’ loan must be recognised as a non-current interest-bearing liability with valuation at amortised cost. Enexis expects to exercise the option to repay the convertible hybrid shareholders’ loan on 30 November 2030. For this reason, a term to maturity up to 30 November 2030 has been taken into account in determining the amortised cost.

Lease liabilities amounted to €132 million at year-end 2025, of which €37 million is classified as the current portion. Lease liabilities are recognised at the present value of the remaining lease payments, discounted at the marginal interest rate. The weighted-average marginal interest rate on lease liabilities at year-end 2025 was 2.2%. The financial expenses related to leases amounted to €2 million in 2025. The average remaining term of the liability arising from the right-of-use assets at year-end 2025 was 3.0 years. The remaining term of the lease liabilities can be broken down as follows:

€ Million

Buildings

Lease cars

Total 2025

< 1 year

6

31

37

> 1 year

32

63

95

Total

38

94

132

The table below shows the changes in the lease liability for 2025:

€ Million

Buildings

Lease cars

Total 2025

Lease liabilities at 1 January 2025

25

87

112

Additions

20

36

56

Disposals

-1

0

-1

Payments

-5

-32

-37

Interest

0

2

2

Lease liabilities at 31 December 2025

39

93

132

The comparative overview for 2024 is as follows:

€ Million

Buildings

Lease cars

Total 2024

Lease liabilities at 1 January 2024

30

61

91

Additions

2

54

56

Disposals

0

-3

-3

Payments

-7

-26

-33

Interest

0

1

1

Lease liabilities at 31 December 2024

25

87

112