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Independent auditor’s report

To: the Shareholder and Supervisory Board of TenneT Holding B.V.

Report on the audit of the financial statements 2018 included in the integrated annual report

Our opinion

We have audited the financial statements 2018 of TenneT Holding B.V., based in Arnhem. The financial statements include the consolidated financial statements and the company financial statements.

In our opinion:

  • The accompanying consolidated financial statements give a true and fair view of the financial position of TenneT Holding B.V. as at 31 December 2018, and of its result and its cash flows for 2018 in accordance with International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code
  • The accompanying company financial statements give a true and fair view of the financial position of TenneT Holding B.V. as at 31 December 2018, and of its result for 2018 in accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financial statements comprise:

  • The consolidated statement of financial position as at 31 December 2018
  • The following statements for 2018: the consolidated statement of income, the consolidated statement of comprehensive income, the consolidated statement of changes in equity and the consolidated statement of cash flows
  • The notes comprising a summary of the significant accounting policies and other explanatory information

The company financial statements comprise:

  • The company statement of financial position as at 31 December 2018
  • The company statement of income for 2018
  • The notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing.
Our responsibilities under those standards are further described in the “Our responsibilities for the audit of the financial statements” section of our report.

We are independent of TenneT Holding B.V. in accordance with the EU Regulation on specific
requirements regarding statutory audit of public-interest entities, the “Wet toezicht accountantsorganisaties” (Wta, Audit firms supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the “Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Materiality

MaterialityEUR 82.9 million (2017: EUR 78.0 million)
Benchmark applied1.4% of total equity (2017: 1.4% of total equity)
ExplanationWe have determined total equity to be the most relevant measure for TenneT Holding’s primary stakeholders, being the Dutch State (as the sole Shareholder) and external investors in both equity and liability instruments of the group. A sufficient equity balance and solvency ratio is in our view the most relevant measure for the capital providers to make their investment decisions, also considering the long-term nature of TenneT Holding’s core business.

We have also taken misstatements into account and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements in excess of EUR 4.1 million (being 5% of the materiality), which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

TenneT Holding B.V. is at the head of a group of entities. The financial information of this group is
included in the consolidated financial statements of TenneT Holding B.V.

Our group audit mainly focused on the regulated significant group entities TSO Netherlands,
TSO Germany and the non-regulated entity BritNed. In establishing the overall approach to the group audit, we determined the type of work that needed to be performed at the reporting units within these business segments, either by us, as the group engagement team, or component auditors within EY Netherlands and EY Germany operating under our instruction. Where the work was performed by component auditors, we determined the level of involvement we needed to have in the audit work at those reporting units to be able to conclude whether sufficient appropriate audit evidence had been obtained as a basis for our opinion on the group financial statements as a whole. Accordingly, we identified that the consolidated group entities TSO Netherlands and TSO Germany, which both consist of multiple entities, required an audit of their complete financial information due to their size.

Specific audit procedures on certain balances and transactions were performed at BritNed. These specific audit procedures were performed by a non-EY auditor.

The procedures described above provide coverage of 98% of the total assets and 99% of EBIT (operating profit) of the Group.

By performing the procedures mentioned above at group entities, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group’s financial information to provide an opinion about the consolidated financial statements.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the Supervisory Board. The key audit matters are not a comprehensive reflection of all matters discussed.

These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

The key audit matters are in line with prior year.

TopicOur audit respons
TenneT’s Underlying financial performance reflected in Segment Reporting (IFRS 8), as disclosed in note 2 of the consolidated financial statements
RiskUnderlying financial information is based on the principle of recognising regulatory assets and liabilities, which (based on the current regulatory framework) need to be collected from or are to be returned to customers through future grid tariffs. Under IFRS, reimbursements or settlements through future grid tariffs may not be taken into account. As a result, regulatory assets or liabilities cannot be recognised under IFRS. The Underlying financial information is reconciled for revenue, EBIT, assets and liabilities to the consolidated financial statements in note 2.3. The Executive Board manages and monitors TenneT’s business based upon Underlying financial information, as explained in note 2 Segment Information, as the Executive Board is of the opinion that the presentation of underlying financial information leads to a better financial insight into past and future business performance. The Underlying financial information is also included in the ‘Financial’ section of the ‘Our Performance in 2018’ chapter as included in the director’s report. Given the relevance of the topic for the financial statements we conclude that the reconciliation of the Underlying financial information to the consolidated IFRS financial statements is a key audit matter.
Our audit approachWe have obtained an understanding of the regulatory frameworks in the Netherlands and Germany, and of relevant regulatory developments. We have assessed whether the Underlying financial information reflects how TenneT’s Executive Board assesses performance and manages the business. We have obtained an understanding of the process including the relevant internal controls and performed a walkthrough to confirm our understanding of the process. We obtained the internal quarterly reporting of Q4-2018 based on Underlying financial performance and reconciled that information to the segments identified in the segment reporting as included in the financial statements note 2. We audited the reconciliation of Underlying financial information to the consolidated IFRS financial statements as disclosed in note 2.3.
Key observationsWe determined that the Underlying financial information and identified segments are consistently applied compared to previous year. Furthermore, we consider that the disclosure of the Underlying financial information (including the reconciliation between the Underlying financial information to the consolidated IFRS financial statements) as disclosed in note 2 Segment Reporting of the financial statements is appropriate.
Growth in renewable energy sources and the implications for grid expenses, as disclosed in notes 3.2.1 and 5.6.3 of the consolidated financial statements
RiskThe increase in intermittent renewable energy generation, such as onshore and offshore wind and onshore photovoltaic capacity impacts the German onshore grid significantly. TenneT needs to ensure a stable grid operation and to achieve this, balancing measures are needed. The number of measures has grown compared to prior years, and, consequently, the related expenses increased. The grid expenses payable is based on actual volumes (if available) or forecast volumes derived from models. Several assumptions regarding such matters as weather conditions, requested volumes and capacity per plant are made in these models. Prices are based on the underlying contracts and/or historical data. The complexity of the electricity market and uncertainties in assessing, variable renewable energy production makes estimating the grid expenses payable a complex task. Given the relevance of the topic for the financial statements we conclude that this risk is a key audit matter.
Our audit approachWe have obtained an understanding of TenneT’s estimation process in relation to the accrual for balancing measures and other grid related expenses including the relevant internal controls and performed a walkthrough to confirm our understanding of the process. We obtained and inspected evidence to support management’s estimates and key assumptions used in establishing the related accruals. We also tested the integrity of the measurement model applied by TenneT in calculating the estimate, including the formulas applied in the model. We further assessed the adequacy of TenneT’s disclosures as included in notes 3.2.1 and 5.6.3 of the consolidated financial statements.
Key observationsWe consider management’s estimates and key assumptions used to be within the acceptable range and we assessed the disclosures as being appropriate.
Offshore liability related provisions as part of the other provisions, as disclosed in note 5.7.3 and 5.7.5 of the consolidated financial statements
RiskOffshore grid connections and related undersea cabling and landside stations, which are required to be built by TenneT to connect offshore wind farms to the onshore high voltage grid, are in various stages of construction. The engineering, procurement and construction of these projects is complex, large in size and executed in parallel for a number of projects. The estimated amount of the risks associated with delays and interruptions concerning the offshore activities in Germany is based on the number of offshore grid connections, and the compensation paid to the offshore grid connections. Given the relevance of the topic for the financial statements we conclude that this risk is a key audit matter.
Our audit approachWe have obtained an understanding of TenneT’s process in relation to the offshore liability provision including the relevant internal controls and performed a walkthrough to confirm our understanding of the process. We obtained evidence through inquiries, performed tests of details and executed sensitivity analysis to support the Executive Board’s estimates and key assumptions used in establishing the other provisions, in particular probability of the assumptions. We also tested the integrity of the measurement model, including the formulas applied therein. We evaluated the reasonableness of management’s judgements and assumptions applied in measuring the provisions recognised in the consolidated financial statements, note 5.7.3 and 5.7.5. We also assessed the adequacy of TenneT’s disclosures as included in note 5.7.3 and 5.7.5 of the consolidated financial statements.
Key observationsWe consider management’s estimates and key assumptions used, to be within acceptable ranges and we assessed the disclosures as being appropriate.
Third-party claims, as disclosed in note 5.6.4 and 7.2.3 of the consolidated financial statements
RiskDue to the nature of the business, TenneT receives certain legal claims from third parties. The claims are a key element of our audit as they could be material and the Executive Board makes assumptions about the legal position, the likelihood and the impact of the expected future cash outflow related to these claims. For this, the Executive Board relies on internal and external advisors. Given the relevance of the topic for the financial statements we conclude that this risk is a key audit matter.
Our audit approachWe obtained and inspected internal legal and regulatory letters, legal letters from external attorneys and minutes of meetings of the Executive Board the Audit, Risk and Compliance Committee and the Supervisory Board. We also inquired employees from TenneT’s legal department as well as management. We assessed TenneT’s assumptions underlying the recognition and valuation of these claims, as well as management’s position with respect to claims that are not provided for at year-end. We also assessed the adequacy of TenneT’s disclosures as included in note 7.2.3 of the consolidated financial statements.
Key observationsWe consider management’s assessment and position of third-party claims as being appropriate. We assessed the disclosures as being appropriate.

Report on other information included in the integrated annual report

In addition to the financial statements and our auditor’s report thereon, the integrated annual report
contains other information that consists of:

  • 2018 at a glance
  • Letter from the CEO
  • Director’s report, consisting of
    • About TenneT
    • Our Performance in 2018
    • Governance and risk management
  • Supervisory Board report
  • Other information required by Part 9 of Book 2 of the Dutch Civil Code

Based on the following procedures performed, we conclude that the other information:

  • Is consistent with the financial statements and does not contain material misstatements
  • Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information
contains material misstatements. By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard on Auditing 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the
financial statements.

The Executive Board is responsible for the preparation of the other information, including the director’s report in accordance with Part 9 of Book 2 of the Dutch Civil Code and other information as required by Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements

Engagement

We were engaged by the Supervisory Board as auditor of TenneT Holding B.V. on 14 March 2013, as of the audit for the year 2013 and have operated as statutory auditor ever since that date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audit of public-interest entities.

Other non-prohibited services provided

In addition to the statutory audit of the financial statements we provided the following services:

  • Regulatory reportings (Ernst & Young Accountants LLP and EY Network firms outside the Netherlands)
  • Bond issue procedures (Ernst & Young Accountants LLP)
  • Translation services (EY Network firms outside the Netherlands)

Description of responsibilities for the financial statements

Responsibilities of the Executive Board and the Supervisory Board for the financial statements

The Executive Board is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, the Executive Board is responsible for such internal control as the Executive Board determines it is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, the Executive Board is responsible for assessing the company’s ability to continue as a going concern. Based on the financial reporting frameworks mentioned, the Executive Board should prepare the financial statements using the going concern basis of accounting unless the Executive Board either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. The Executive Board should disclose events and circumstances that may cast significant doubt on the company’s ability to continue as a going concern in the financial statements.

The Supervisory Board is responsible for overseeing the company’s financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows us to obtain
sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not have detected all material errors and fraud.

Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional scepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included among others:

  • Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control
  • Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control
  • Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Executive Board
  • Concluding on the appropriateness of the Executive Board’s use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause a company to cease to continue as a going concern
  • Evaluating the overall presentation, structure and content of the financial statements, including the disclosures
  • Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

We communicate with the Supervisory Board regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identify during our audit. In this respect we also submit an additional report to the Audit, Risk and Compliance Committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor’s report.

We provide the Supervisory Board with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Supervisory Board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

The Hague, 18 February 2019

Ernst & Young Accountants LLP

Signed by J.F.M. Kamphuis