30. Financing policy and risks associated with financial instruments

General

Enexis Groep's financing policy aims to secure Enexis’ independent financing by providing timely, permanent, and sufficient access to capital and money markets, while optimising the financing structure, costs, and risks. The execution of the financing policy is set out in the Treasury Charter, which outlines the Treasury Department's objectives, task descriptions, mandate, reporting, risk management, and organisational and administrative frameworks for financing.

Enexis Groep's funding is provided through external financing raised by Enexis Holding N.V., which is then lent inter-company to the group companies. As part of its business operations, Enexis Holding N.V. is exposed to several risks, including market, credit, solvency, liquidity, and process risks. One of the objectives of the financing policy is to minimise the effects of the above-mentioned risks on financial results and the equity position. Enexis Holding N.V. can use financial instruments and derivatives for this purpose, after approval from the Supervisory Board.

Market risk

Market risk refers to changes in the value of cash flows and financial instruments resulting from shifts in market interest rates, foreign exchange rates, and market prices. Enexis Holding N.V. and its group companies do not hold any financial instruments for trading purposes.

Market risk consists of interest rate risk, foreign exchange rate risk, and commodity price risk:

Interest rate risk

The interest rate risk partly consists of the risk that the interest component in the regulatory return will be lower in the future. This will have a dampening effect on Enexis’ income. The compensation for interest expenses may also be lower than the interest payments in existing loan agreements. At the same time, there is a risk that the interest rates on future financing will be higher than the current market rate. Furthermore, there is a risk that a financial instrument’s value will change due to fluctuations in market interest rates.

The basis for the interest rate risk policy is diversification. By means of diversification in refinancing, financing, and maturities of loans, interest rate fixing, and interest-typical maturity (fixed or floating), type of loan, and possibly geographical diversification over financing markets, availability is ensured, and the interest rate risk is reduced.

Under the adopted policy, Enexis Holding N.V. may use derivatives to hedge specific risk positions, including, but not limited to, interest rate risk. As in 2024, Enexis Holding N.V. did not use derivatives to hedge interest rate risk in 2025, nor did it have any derivatives outstanding.

Receivables

Enexis limits the interest rate risk on receivables in two ways:

• By matching the maturities of receivables, including financial assets such as short-term deposits, with the liquidity forecast; and

• By agreeing on contractual interest rates in advance with regard to financial assets until the expiry date of the concluded contracts. Only part of the surplus cash can be invested with a short horizon or at a floating interest rate to ensure diversification and flexibility.

Loans

At the end of 2025, interest-bearing loans had the following maturities, interest rates, and maturity dates:

The fair value of interest-bearing loans (excluding lease liabilities) amounted to €4,758 million at year-end 2025 (year-end 2024: €3,251 million). The fair value is in line with the stock market listing for the bonds and, for the other loans, including the convertible hybrid shareholders’ loan, based on the calculation method using the Euro Utility (A) BFV yield curve as of 31 December 2025. A markup for the subordinated and illiquid character of the loan is taken into account in the calculation of the fair value of the convertible hybrid shareholders’ loan. The fair value of interest-bearing loans increased due to the listed green bonds issued in 2025 with a total nominal value of €1,500 million.

At year-end 2025, all interest-bearing loans were fixed-interest loans.

The bonds concern ‘level 1’ financial instruments. For Enexis Holding N.V., this means that the fair value is based on listed prices in an active market. The other loans, including the convertible hybrid shareholders’ loan, concern ‘level 2’ financial instruments. This means that, for Enexis Holding N.V., fair value is determined by discounting nominal cash flows using the applicable market discount curves.

Foreign exchange risk

Enexis may be exposed to foreign exchange rate risk when issuing financial instruments and when making purchases in currencies other than the euro. Enexis Holding N.V.'s policy is to hedge most of the exchange rate risk directly when issuing financial instruments in foreign currencies.

The total amount of cash and cash equivalents, receivables, and liabilities held in foreign currencies was minimal at the end of 2025, which means that foreign exchange rate risks and sensitivity to foreign exchange rate fluctuations were not material. As in 2024, Enexis Holding N.V. did not use derivatives to hedge foreign exchange rate risks in 2025, nor does it have any derivatives outstanding to hedge foreign exchange rate risks.

Commodity price risk

Enexis is mainly exposed to fluctuations in energy prices. Grid losses are offset by purchasing energy. The energy price risk is largely limited by repeatedly fixing the price several years in advance by purchasing forward contracts, so that the forecast volume for that year and the following year has already been purchased physically at the beginning of the year.

The forward contracts are concluded for own use and therefore do not qualify as derivatives in accordance with IFRS 9. Therefore, the forward contracts have not been recognised in the balance sheet at year-end 2025 (2024: not recognised either). For more information about the long-term financial liabilities in connection with forward contracts, see note 32 ‘Off-balance sheet commitments and assets’.

As regional grid operators receive compensation under the regulatory model for their efficient costs and investments, including a reasonable return, this higher distribution-loss cost will also lead to higher future tariffs and, thus, increased revenue. Therefore, the financial impact on Enexis is expected to be limited.

Credit risk

Credit risk is the risk of incurring a loss if a counterparty is unable or unwilling to fulfil its obligations. Most of Enexis Holding N.V. and its group companies' activities are regulated. The debtor risks in regulated markets are lower than those in liberalised energy markets. For all low-volume consumer debtors with overdue payments, energy suppliers collect the receivables and bear the debtor risk for the end customer. However, Enexis Netbeheer B.V. faces debtor risk from its energy suppliers.

The maximum credit risk is, in principle, equal to the carrying amount of the receivables and current assets.

Liquidity surpluses are placed, at market terms and conditions, with financial institutions and investment funds that are subject to the supervision of a central bank or legally appointed supervisor, and with Dutch national or regional grid operators that satisfy the specified minimal rating requirements, or with the Dutch government in securities guaranteed by the Dutch government. In addition, Enexis aims to spread investment risk by observing counterparty limits in combination with minimum rating requirements.

Solvency and liquidity risk

Solvency risk

Solvency risk is the risk that Enexis' equity or capital base is insufficient to meet its long-term obligations. We aim for at least an A credit rating profile (A/A2 with a stable outlook) for both Enexis Holding N.V. and Enexis Netbeheer B.V. This objective is monitored on the basis of the defined minimum financial ratio as set out in the section ‘Capital Management’. This credit rating profile ensures that Enexis Holding N.V. has good access to international capital markets.

Liquidity risk and contractual term analysis

Liquidity risk

Liquidity risk is the risk that Enexis Groep will be unable to meet its short-term payment obligations.

As a minimum, Enexis Holding N.V. aims for an ‘adequate’ liquidity profile, in line with the current definitions applied by rating agencies to regulated grid operators, which require liquidity requirements to be covered for a year in advance, with a 10% safety buffer. Enexis Holding N.V. regularly evaluates and adjusts its liquidity profile for the long, medium, and short term.

To hedge the liquidity risk, Enexis Holding N.V. also has a committed Revolving Credit Facility (RCF) of €1,000 million at its disposal. Due to increasing investments, three additional committed RCFs totalling €300 million were concluded in September 2025 to cover liquidity requirements. The credit facilities were arranged bilaterally with three relationship banks for a two-year term.

Enexis Holding N.V. did not use these RCFs in 2025; however, it retains this facility for any unforeseen liquidity needs. To retain the RCFs, Enexis Holding N.V. has contractual obligations to the participating banks.

In addition to an availability fee, these obligations primarily involve providing information to the banks involved and satisfying the usual financial and other covenants customary for these facilities, such as pari passu and negative pledges. There are no financial covenants tied to the RCFs.

In addition, Enexis has two loans (facilities) with the European Investment Bank (EIB) totalling €590 million. These loans are conditionally available. Enexis has the option to draw €500 million under the first facility with a maximum term of 13 years in the coming year. In addition, Enexis may draw up to €90 million under the second facility, with a maximum term of 10 years, over the next 2 years. No drawdowns were made under these facilities in 2025.

At the end of 2025, Enexis Holding N.V. had a consolidated positive cash balance of €67 million (end of 2024: €46 million).

Contractual term analysis

The table below shows the contractual non-discounted cash flows at year-end 2025:

The contractual and non-discounted cash flows at year-end 2024 amounted to:

Process risk

Process risk consists of the risks associated with setting up the organisation, the procedures, and the activities of the Treasury department of Enexis Holding N.V. These risks are hedged by an organisational segregation of duties between the front office and the back office, as well as by means of the adopted financing policy, the Treasury Charter, the Treasury Control Framework, and related internal assessments and internal audits.

Capital management

The capital managed by the company includes the share capital paid up by shareholders and the accrued general reserves.

The financial policy aims to maintain at least an A/A2 credit rating. Several thresholds and criteria apply to this. The FFO/net debt ratio is an important ratio that is closely monitored. A level of 12% is used to indicate the need for possible measures to improve the ratio.

Enexis Holding N.V. has terminated its contract with S&P Global Ratings (Standard & Poor’s). Instead, the credit rating agency Fitch Ratings has confirmed the long-term rating of Enexis Holding N.V. at AA- with a stable outlook. Enexis Holding N.V. will continue to be rated by two international agencies, Moody's Investors Service and Fitch Ratings.

Moody's has changed its long-term credit rating from Aa3 with a stable outlook to A1 with a stable outlook. The main reason for Moody's downgrade is the high level of investment that Enexis expects to make in grid expansions and upgrades in the coming years. Moody's short-term rating remains unchanged at P-1. Fitch has confirmed Enexis Holding N.V.'s short-term rating at F1+.

By maintaining a minimum target for its credit rating profile, the statutory obligations on capital ratios and creditworthiness (as set out in the Decree on the Financial Management of Network Operators) are more than adequately met.

Enexis Groep actively manages its capital structure, adjusting it in response to changing economic conditions and legal or regulatory requirements, while ensuring alignment with its targeted minimum credit rating. To maintain or adjust its capital structure, Enexis Groep may, under certain circumstances, change its dividend policy, return capital to shareholders, or issue new shares.

Group funding

Group funding takes place within Enexis Groep, meaning that Enexis Holding N.V. raises the necessary funds for the entire Enexis Groep on the external capital and money markets and, if required, uses credit facilities agreed with banks. All companies (except for Enpuls B.V. and Mijnwater Warmte Infra B.V.) also have a current account relationship with Enexis Holding N.V., so inter-company receivables and liabilities can be offset internally.

Externally raised funds are lent to other group companies via inter-company loans and settled via the bank accounts or internal current accounts of the group companies and included in the joint cash pool. Interest and balance compensation is settled within the cash pools (notional cash pooling). The inter-company loans and the cash pool structure comply with the legal requirements for group financing of grid companies, according to which the grid operator may not provide security or assume liability for financing non-regulated activities.

A distinction is made between regulated and non-regulated activities when determining the financing terms and interest rates of inter-company loans. Group funding for regulated activities is carried out on the basis of the same conditions and interest rates as financing obtained externally by Enexis Holding N.V., on the assumption that Enexis Holding N.V. and Enexis Netbeheer B.V., as grid operators with regulated activities, have equivalent creditworthiness and credit rating profiles. Group funding for non-regulated activities is provided under conditions and at interest rates established on an arm’s-length basis, resulting in a market interest surcharge on top of the standard market interest rates that corresponds to the estimated credit risk of the relevant company.

The financing of associated companies is also provided by Enexis Holding N.V. on an arm's-length basis, at conditions and with a market interest rate surcharge on top of the standard market interest rates established for each associated company.

For interest rates within the joint cash pool, a distinction is made between regulated and non-regulated activities by establishing two sub-cash pools. The regulated sub-cash pool comprises the bank accounts of grid operator Enexis Netbeheer B.V., and the interest calculation is based on the current account rate agreed upon by the bank. The non-regulated sub-cash pool comprises the bank accounts of the other group companies, including Enexis Holding N.V., with a market interest surcharge applied on top of the bank’s rate.

The benefits of the group funding and the cash pool are allocated to Enexis Holding N.V.