Romande Energie : 2023 Annual Report

Units

Currencies

CHF Swiss francs

EUR euros

1. million
   bn billion

Carbon footprint

gCO2-e grams of carbon equivalent tCO2-e tonnes of carbon equivalent

Abbreviations

Summary

Financial calendar 2024-2025

Contacts

Credits

Unwavering resolve through recent times of crisis

Recent crises have simply made us even more determined to help lead Switzerland's drive for energy independence, by generating more energy from renewable sources and working hard to speed up the transition to a low-carbon economy.

Intensifying climate change is inspiring our teams more than ever to develop innovative, sustainable solutions, build new energy infrastructure, serve our customers effectively and enable the transition to the urban spaces of tomorrow.

We are still striving to reduce the carbon intensity of Western Switzerland and remain committed to our three pillars of sustainability. We have expanded our business and, after exceptionally large ex post adjustments to our energy supply margin, we have delivered a successful financial year in line with our second-half guidance, demonstrating once again the robustness of our business model.

In addition to our financial statements, this report presents many of our highlights from 2023, particularly in the Sustainability Report. We would like to thank all those who have contributed to this report and all our employees who, together with our business partners, have been instrumental in achieving these excellent results.

Cover photo and chapter photos: Sainte-Croix wind farm

After three years featuring a pandemic, geopolitical turmoil and energy market disruption, 2023 was back to 'business as usual'. We waved goodbye to the era of health-related restrictions and the energy shortages that had been such a concern in winter 2022/2023. Prices were more ba- lanced. However, they did not revert to the higher pre-2021 levels. In this setting, our strategy is calibrated to achieve our long- term goals. In 2023, our Group achieved excellent earnings, reflecting both the ex post adjustments incorporated into our

New renewable energy plants to meet our sustainability goals

In pursuit of our 2021-2026 strategy, we once again demonstrated the robustness of our business model and its long-term resilience. The Sainte-Croix wind farm, completed last year, demonstrated our policy of developing substantial new renewable electricity and thermal capacity. It came into service in January 2024, the culmination of a painstaking 25-year-long process. The six turbines will produce a total of 22 million kilowatt hours per year, equivalent to the annual needs of 8,800 households. We will respond to the many questions we receive from the general public at an open day on 4 May. A total of eight new district heating networks were commissioned last year.

Guy Mustaki, Chairman of the Board of Directors, and Christian Petit, Chief Executive Officer

energy tariffs, which positively impacted operating results, and the strong net profits reported by associates.

Solar energy on an uptrend

Switzerland has seen unprecedented growth in solar capacity installations since late 2022, encouraged by higher energy prices and subsidies. At one point, this led to supply bottlenecks, which have now been resolved. However, a shortage of skilled labour is still a factor. These shortages again impacted our operations last year. Nonetheless, by planning ahead, we were able to bring on stream 39 industrial solar farms, representing an installed capacity of 17.3 MWp.

Developing the grid to keep pace with the green energy transition

The expansion of solar power is leading to exponential increases in distributed generation, which in turn has put unprecedented pressure on the grid - both in terms of its ability to accommodate power flows and the number of installations that need to be connected. In 2023, more than two-thirds of connection requests were for solar-power installations. Since 2021, this number has rocketed 250%. But more than just connection points, the entire infrastructure downstream of these connections needs a rethink. That includes the distribution grid but also the transmission lines to move electricity generated in one place to the point of consumption, which may be in another region altogether. This new equation therefore requires forward planning, prioritisation and innovation to optimise investment in tomorrow's grid and, where possible, limit foreseeable increases in grid usage fees.

Changes in the legislative framework for energy industry

The legal framework governing the energy industry was the subject of much debate in 2023. Generally speaking, the expected changes will help to create a supportive environment for the implementation of our strategy.

In its autumn session last year, the Federal Assembly passed the umbrella act known in German as the "Mantelerlass", which amends several energy-related laws all at once. Its overarching aim is to secure Switzerland's energy supply and facilitate the energy transition in a country where the development of renewable energy projects requires a great deal of patience. The requisite number of signatures has been collected for a referendum to be held on this umbrella act (9 June 2024).

The Swiss federal government has resumed talks with the European Union (EU) to try to reach an agreement on

Having planned ahead, Romande Energie was able to commission 39 industrial solar farms in 2023

Last year we also installed a further 60,000 smart meters, remaining on course to finalise the process almost two years before the legal deadline in 2027.

electricity. Resumption of this dialogue is good news and essential for the stability of our power grids. If successful, an agreement would give Switzerland a renewed say in EU-level technical and legislative decisions that affect the electricity market.

Faster growth achieved

by Romande Energie Services

Romande Energie Services spent another year consolidating its business activities as it supported customers in the energy transition. Its commitment across the whole of Western Switzerland was rewarded with a faster organic growth rate in 2023. In addition, the pooling of business activities in Geneva on a single site, inaugurated last year, is unlocking synergies and helping us to achieve our objectives in this canton.

Quickening pace of building energy retrofits

The residential and commercial property sectors alone account for more than one-third of carbon emissions nationwide. We acted on a number of fronts to address the need to accelerate the rate of building energy retrofits, focusing on making the process easier for property owners. The new real estate unit within Romande Energie was extremely active last year, rolling out an innovative solution called Building Relationship Manager (BRM).

We acted on a number of fronts to address the need to accelerate the rate of building energy retrofits, focusing on making the process easier for property owners

This solution uses a novel data-driven method to manage the building stock more systematically, increasing coverage and responding more quickly.

A new subsidiary, ID GO Management SA, was also formed to support property stakeholders in the energy transition as it affects the property assets they own or manage by simplifying the renovation process. Drawing on the experience of other Group companies, this subsidiary offers a 360° approach to energy management via a unique combination of expertise at the intersection of energy, building physics and architecture.

These two developments dovetail with our target to make Western Switzerland the first net-zero region in the country.

Sustainability - our business model's guiding light

Sustainability has been central to our planning and decision- making for several years. Its three pillars (economic, environmental and social) are an integral part of our long- term strategy and will ensure our continued viability. Sustainability also means soliciting commitments from our employees, stakeholders, customers and suppliers. We recognise the importance of developing local economies and have carried out a number of initiatives to support this. Last year a pellet production line was added to the Enerbois production plant. The new press also uses local wood by-products from the nearby Zahnd sawmill and renewable electricity produced on site, resulting in a sustainable production chain that respects natural resources.

Innovation is at the heart of everything we do, helping us to deliver novel solutions for our customers

Last year we also teamed up with Spontis, Thévenaz-Leduc, Greenlina and Humana to launch a pilot project to recycle plastic waste and convert it into liquid and gaseous fuels using pyrolysis. The plastic parts of electricity meters and our network cable sheaths represent most of the waste. Local recycling of this waste will help reduce its overall environmental impact from 2024.

We also invested in Proxipel, a start-up operating a mobile pellet manufacturing unit mounted on a truck trailer that transforms green waste into pellets for heating. This mobile solution can operate in close proximity to the raw material, for example at the request of forestry departments.

Stand-out financial results

The Group's excellent operating results reflect ex post adjustments associated with past energy shocks. The surge in prices, including the record spike in summer 2022, was not passed on to customers until 2023. More even energy prices this year herald a return to a uniform level for the energy component within the overall tariff calculation.

Guy Mustaki

Chairman of the Board of Directors

Added to that, our equity interest in Alpiq, held via EOS HOLDING SA, boosted our 2023 net profit. This has no impact on cash flow, aside from the dividends received.

Tomorrow's challenges

The energy industry remains in a state of flux. Whether legislative, technical or society-based, numerous changes lie ahead.

We are adapting and investing to ensure that we can navigate the challenges successfully. Innovation remains at the heart of everything we do, through our own investments and involvement in research projects, helping us to deliver novel solutions for our customers. Customers are the focal point of our business and we would like to thank them for the trust they place in us. Although the sharp rise in electricity prices has led to some misunderstandings and instances of financial hardship, we want to repay that trust by providing exhaustive information, talking to them and acting responsibly.

We know that we can rely on our 1,338 employees to attain our goals, with the help of the Executive Board and Board of Directors. We would like to thank everyone for their dedication, creativity, energy and willpower to work as a team so that together we can fulfil our corporate mission.

Our thanks also go to our suppliers, shareholders and other stakeholders, all of whom make a significant contribution to the implementation of our strategy.

Christian Petit

Chief Executive Officer

Outstanding operating performance

for a sustainable value-creation strategy

Over CHF 500 million invested in decarbonisation revolution since 2021

Nicolas Conne, CFO and Head of Services

Diversification of income sources

From a financial perspective, 2023 was a stand-out year on more than one count. First, our Group posted outstanding operating results, driven by an extraordinary level of profitability which includes the ex post adjustment related to the surge in energy costs seen in 2021 and 2022. Operating margin was 11% on EBIT of CHF 100 million, compared with 6% in 2022. Secondly, our net profit rose sharply to CHF 215 million following the remarkable earnings recovery at Alpiq.

Beyond the numbers, if we had to highlight one thing this year, it would be the contribution of our strategy to diversify our income streams in terms of business lines and regional coverage. In addition to our incumbent position in distribution networks, our three business units are developing core businesses in power and heat generation and energy services. Net profit also reflects the significant contributions from associates Alpiq and EOS, which are below our operating line but nonetheless significant.

Investing in long-run value creation

Clean generation and the increasing electrification of our society are fundamental trends to which we are allocating more and more capital each year as we seek to accelerate the energy transition. This new paradigm creates opportunities for investment and profitable commercial activity, demonstrating that our business is ideally positioned. First, because our operations are pivotal to the new industry landscape. Then, because we are investing more every year in renewables infrastructure.

In 2023, Romande Energie's capital expenditure broke through the CHF 200 million mark after rising by 12% relative to 2022. This capital is mainly being invested in renewables-based power generation infrastructure (30%) and district heating networks (20%). Strengthening the capabilities of the power grid again represented a substantial amount of capital expenditure (44%). This level of investment will need to be maintained in the coming years to cover the cost of installing smart meters and to give the distribution and transmission grids the capacity to absorb the exponential increase in distributed generation as a result of the energy transition.

If we calculate the total investments since the start of our 2021-2026 strategy, we have allocated more than CHF 500 million to massive efforts to reduce the carbon intensity of our society, especially in Western Switzerland. Most of this investment has been direct, as opposed to investing in specialised operators. Altogether, 60% of this CHF 500 million will create value. This proportion is rising year after year (65% in 2023).

Our sizeable contribution to the energy transition will become even more substantial in the years ahead considering that our investment plan is merely at the halfway point. Between CHF 200 million and CHF 250 million are budgeted annually out to 2026. Our target to have invested CHF 1.4 billion is therefore likely to be attained one year later than under the initial blueprint, i.e. in 2027. The administrative and political complexities that we are facing are delaying some projects but have not derailed them. The financial resources allocated to the energy transition will continue rising. We have already begun a strategy review and have plans to extend our ambitious investment blueprint beyond 2027. Details will follow in a separate statement. This increased funding requirement in the next few years will be met while keeping net debt at around 2.5x EBITDA.

Dividend unchanged and more liquid share

Encouraged by the strong balance sheet and in line with its policy of providing stable returns to shareholders, the Board of Directors will ask the Annual General Meeting to approve an unchanged ordinary dividend of CHF 1.44 per share (CHF 36 before share split, as in previous years). The share split mid-year was decided to make the share more attractive for our investors. The 23% increase in the share price of Romande Energie Holding in 2023 is the first tangible sign of this re-rating, in line with the sector trend. Further measures have been taken so far this year, including a market-making agreement with a specialist financial services provider for the Swiss market.

Business model balanced between regulated and merchant activities

In the regulated energy business, authorised margins are set annually by the relevant federal authorities. As a result, the profitability generated by our activities is strictly controlled and managed. Approximately CHF 50 million is earned annually as a return on capital invested in grid infrastructure and power generation. Around another CHF 10 million is earned as a margin on the kWh supplied to regulated customers.

This item is subject to significant annual swings depending on customer demand, weather conditions, wholesale market prices and the level of the energy adjustment account. These various sources of income are the foundation for the Group's long-term business performance.

Financial snapshot

• EBIT up 122% after ex post price adjustments to energy supply margin
• Group EBIT margin 11% versus 6% in 2022
• Net profit contribution of
  CHF 215 million from Alpiq

Capital expenditure

• CHF 200 million mark surpassed
• Over half a billion francs invested in decarbonisation drive since 2021
• CHF 200-250 million budgeted annually out to 2027

Corporate events

• 1-for-25split in REHN registered shares in June 2023
• Dividend unchanged at CHF 1.44 per share with a yield of 2.6%

Sustainability

• Stable ESG ratings
• Committed to join SBTi in 2024

Associates Alpiq and EOS contribute financially and diversify risk, offering a major advantage to the Group

Romande Energie Group

Key figures 2023

Leading electricity supplier in Western Switzerland

We are also expanding our expertise in merchant assets, which include the Forces Motrices Hongrin-Léman plant. Other merchant activities include Romande Energie Services and its supports for our customers through the green transition, as well as our equity interests in associates such as EOS HOLDING SA. The Group holds a 29.71% interest in this company, which in turn owns 33.33% of Alpiq and 100% of EOS NER SA. As these companies are complex to outsiders, they tend to be valued conservatively by the investor community and therefore likewise in our financial statements. Even so, their financial contribution to Romande Energie and the risk diversification they provide are extremely valuable. We benefit from their wide variety of energy sources and markets, with operations spread across seven European countries. This installed capacity and energy mix is unquestionably a major asset for our Group.

Genuine commitment to sustainability

In a clear demonstration of our responsible approach to sustainability, we commissioned the first audit of the key indicators (KPIs) in our Sustainability Report and maintained stable ESG ratings. Our carbon footprint was good in some areas but needs improvement in others. Greenhouse gas emissions increased by 10%, while carbon intensity decreased by 12%. We continue to implement our strategy based on our three pillars of sustainability. We are constantly mindful that the income generated by our business should be used in a considered and responsible manner, in pursuit of our corporate mission.

Several initiatives bear witness to our commitment, such as the launch of the patronage scheme the "Social and Environmental Percent". In 2023, close to CHF 444,000 were allotted to support projects run by the CSP, Caritas Vaud, La Maison de la Rivière and Le Repuis. In 2024, the budget assigned to this scheme will increase significantly, in line with our commitment to donate 1% of EBIT to charitable causes. This year we also plan to join the Science Based Targets initiative (SBTi), which strengthens our resolve to cut greenhouse gas emissions. This will play a tangible role in achieving our environmental goals.

Bright outlook

Last year's earnings were unusually high. Correspondingly, financial results in 2024 face a sharp decline, including EBIT below the usual standard considering the prospective decrease in the energy supply margin resulting from our policy to keep prices stable and from the regulatory decision to reduce the authorised rate of return. Despite these upcycles and downcycles, the trend for 2025 and beyond is still extremely promising. We expect our current investment policy and efforts to diversify income sources to yield strong results, confirming that our business model remains as robust as ever.

People and talent

1,338

employees

Networks

Thermal output

76

Installations

182

residential PV installations

20,805 kWp

installed capacity of industrial solar arrays

122

heat pumps

63,000

smart meters fitted

127,000

fitted to date

1 Group structure and shareholders

The Group's main business activities are the generation, distribution and marketing of electrical and thermal energy, together with energy services.

1.1 Group structure

1.1.1 Organisational structure

of the Romande Energie Group

As at 31 December 2023, the operational structure of the Romande Energie Group comprised three business units: Grids, Energy Solutions and Romande Energy Services, and three support units: Finance & Services, People & Talent, and Digital & Innovation. The Group's organisational structure is presented in the adjacent chart.

1.1.2 Legal arrangement

1.1.3 of the Romande Energie Group

Romande Energie Holding SA, whose head office is located at Rue de Lausanne 53, CH-1110 Morges, Switzerland, is the ultimate holding company of the Romande Energie Group. Its securities are listed on the SIX Swiss Exchange in Zurich under security number 126.367.632 and ISIN code CH 1263676327. It was established in 1901 under the corporate name Compagnie Vaudoise des Forces motrices des lacs de Joux et de l'Orbe and originally listed on the Lausanne Stock Exchange. Adjusted for shares held in treasury, its market capitalisation amounted to CHF 1.411 billion as at 31 December 2023. Romande Energie Holding SA has no actual operations, and is the only Group company that has shares listed on the stock exchange. The list of companies that are consolidated by Romande Energie Holding SA as at 31 December 2023 is shown in Note 27 to the consolidated financial statements, on page 150 of this report.

GRI 2-1

Group organisational structure

Executive Board

Support units

People & Talent 1

Finance & Services 1

Digital & Innovation 1

Strategy and Corporate

Development Committee

Appointments and

Remuneration Committee

Finance and

Audit Committee

Internal Audit

Risk Management

& Compliance

Romande Energie fulfils the statutory and regulatory provisions concerning corporate governance applicable in Switzerland. This report complies with the terms of the Directive on Information relating to Corporate Governance, issued by SIX Exchange Regulation on 29 June 2022, and uses the numbering system. It also follows the Swiss Code of Best Practice for Corporate Governance (2023 edition). Supplementary information is contained in the Remuneration Report (see page 46). Unless stated otherwise, the information contained herein relates to the Group's status as at 31 December 2023.

Business units

Grids 1

1 Member of the Executive Board

Energy Solutions 1

Romande Energie Services

Group organisational structure*

as at 31 December 2023

80%

Romande Energie

Services SA

Romande Energie

Holding SA

100%

Romande Energie SA

1.5%

31%

73.9%

Romande Energie Commerce SA

DransEnergie SA

Le Soue d'Espoir SAS

REF Eolien SAS

REF Hydro SAS

REF Développement SAS

3.9%

50%

100%

100%

100%

100%

Bas-Valais Energie SA

DransGrid SA

Romande Energie

France SAS

Spontis SA

ThermorésÔ SA

Energie Solaire SA

Société Electrique des Forces de l'Aubonne SA

MBR SA

72%

50%

100%

40%

40%

38.5%

36.6%

33.3%

Equity interest exceeding 50%

Equity interest equal to or less than 50%

• This table only shows equity interests of 20% or more
• EOS HOLDING SA has a
  33.33% interest in Alpiq Holding SA

SITEL SA

GEOOL SA

EnergeÔ SA

Cadcime SA

Forces Motrices

de Sembrancher SA

Tayo SA

33.3%

30%

25%

22%

20.6%

20%