Annual report 2022

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Clean watercourses for future generations and a living environment in harmony with water

Annual Report 2022

BE-GAAP
Annual Report BE GAAP 2022 2 Foreword 4 About Aquafin 6 • Doing business sustainably 7 • 2022 in figures 9 Challenges and opportunities 10 • Achieving the maximum return on investments 10 • Growing with a profitable and impactful offering for our customers 18 • Strong partnership in the water and utility sector 20 • Research for sustainable development 21 • Innovation for impactful services and products 23 • People make success possible 24
With our activities, we have a clear corporate objective in sight: clean watercourses for future generations and a living environment in harmony with water.
3 Financial report 26 • General information 28 • Report of the Board of Directors 32 • Main risks and uncertainties 39 • Main events during the financial year 39 • Auditing of the company 40 • Shareholder structure and cross-shareholdings 40 • Branch offices 40 • Notes to the balance sheet 41 • Notes to the income statement 52 • Proposal to the General Meeting 57 Extra information 58 • Hedge accounting 59 • Pension liabilities 60 • Cash flows 60 • Green Finance Framework report 62 Corporate governance statement 64 • Corporate Governance at Aquafin 64 • Notes on deviations from the Code 65 • Key features of the company’s internal controls and risk management systems in relation to financial reporting 66 • Composition and functioning of the management bodies and committees 66 • Key elements of the evaluation process of the Board of Directors, the committees and the individual directors 70 • Diversity policy 70 • Remuneration Report 71

Foreword

Dear reader

AIn 2023, Aquafin started a new cooperation agreement with the Flemish Region. And this agreement reflects strong confidence in the company as a partner for deploying resources efficiently and effectively in the water sector. A result-oriented follow-up gives us the autonomy to do so. At the same time, the new agreement gives us the opportunity to take on additional tasks related to our key mission due to new European legislation, for example. The freedom we are given for this allows us to work towards optimal water quality.

Like the previous one, the new agreement has also been entered into on a rolling basis for 20 years. Such a long-term perspective is necessary given the repayment terms of the financing that Aquafin has entered into for the supra-municipal investment projects. That financing is crucial for the implementation of the projects. Confirmation of our investors’ confidence in the new cooperation agreement was therefore an absolute must.

With more autonomy comes more responsibilities. Whereas our results mainly used to be monitored on an operational basis, we are now responsible ourselves for the control mechanisms for ensuring that objectives are achieved in the best manner financially. In 2022, together with the Flemish Environment Agency, we prepared for a new method of supervision based on critical performance indicators that will provide transparency on the course that we take.

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CONNECTOR IN THE WATER SECTOR

Meanwhile, Aquafin looked for ways to bring the actors in the water sector even closer together in order to further improve efficiency gains for Flanders. That is because we believe that more integrated management of the waste water and stormwater infrastructure will greatly benefit connectivity and consequently water quality. Initial experiences in our role as matchmaker where we match supra-municipal investments with those of the municipalities are already pointing in that direction.

In 2022, Aquafin also excelled in terms of digitalisation. Thanks to the additional funding from Europe and Flanders released for this purpose, we can widen the deployment of our infrastructure to address social challenges such as climate change. That also applies to the end product of the water treatment process: treated waste water. The increasingly frequent periods of drought that Flanders has to cope with have put the reuse of this alternative water source on the radar. The Blue Deal also gave an extra boost to a number of major projects which we are keen to support.

NOT ONLY A WATER TREATMENT COMPANY BUT ALSO AN ENERGY PRODUCER

Water treatment remains our main activity but we also create extra sustainable value for society through new services, by supplying green energy in the form of heat (sewer thermal energy) and natural gas (biomethane production), for example. Or by advising municipalities to provide space specifically for water and greenery.

Because we want to respond to current and future needs within our environment as much as possible, we held a consultation round with our stakeholders on corporate social responsibility last year. We will use their valuable input to work with them to make even more of a difference in the future.

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About Aquafin

For over 30 years Aquafin has been a reliable partner of the Flemish Region for the financing, construction, optimisation and management of the supra-municipal infrastructure for waste water treatment. At our 325 waste water treatment plants, we treat the waste water of 86% of Flemish households. Since 2022, we have been working according to the spirit of a new cooperation agreement for which full-scale preparations were carried out last year and which came into effect from January 2023. That agreement stipulates that Aquafin is responsible for the supra-municipal investment programme and aligns it with the planned investments of the towns, cities and municipalities. Projects must contribute towards the achievement of the objectives set by the Flemish Environment Agency. We do that by investing the available resources effectively, aiming for a maximum ecological result in the process.

In our collection sewers, we collect the waste water from the municipal sewers of more than 86% of the Flemish population. From there, we transport it to one of our 325 waste water treatment plants spanning the whole of Flanders. After a mechanical and biological treatment process, it meets the applicable Flemish and European standards and we discharge it into the surface water.

ADDED VALUE FOR SOCIETY AND THE ENVIRONMENT

With our activities, we are contributing towards an important corporate objective: clean watercourses for future generations and a living environment in harmony with water. Our expertise in all aspects of the water cycle means that we are well placed to design solutions to tackle the consequences of climate change at local level. Dealing with rainwater smartly is crucial for coping with periods of drought and reducing the risk of flooding. That is why in our projects, we try to contain stormwater as far as possible. Where it is possible, we let it soak into the ground to combat the consequences of drought or we store the water in order to make it available for reuse. In the process, we take every opportunity to create added value for the neighbourhood through natural elements that promote biodiversity and by integrating functions such as recreation, cohesion and mobility in the design.

We can also increasingly extract value from the water treatment process itself. Thanks to research and innovation, the recovery of energy and raw materials is becoming increasingly feasible and cost-effective, as a result of which waste water has become an important link in the circular economy.

EXPERTISE FOR TOWNS, CITIES AND MUNICIPALITIES

Towns, cities and municipalities can also ask Aquafin to manage the municipal sewer infrastructure and for advice on the climate-robust planning of public areas. In accordance with the agreement with the Flemish Region, the charges and revenues for activities regarding the Flemish Region and those for the municipalities are separated. More than 100 Flemish towns, cities and municipalities are customers of Aquafin, mostly via a partnership with a water company.

INDUSTRIAL WATER TREATMENT

Our subsidiary Aquaplus offers the knowledge and expertise of Aquafin within the industry and to companies with a water-related issue. From renovation to process optimisation, asset management, operation, recycling of water or the whole process from design to implementation: all projects require an in-depth knowledge of water treatment. Aquaplus takes care of all this for its clients so they can concentrate on their core business. Our subsidiary has clients in various sectors, including food and beverage, chemicals and the pharmaceutical industry.

 Discover our expertises

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Doing business sustainably

The ultimate aim of our core business is to create a positive impact on the environment and society. But the way in which we achieve this goal also has to be as sustainable as possible, not only on an ecological level but also on a social and organisational one.

Determining a course with our stakeholders

A quality dialogue with internal and external stakeholders adds value to the development of the organisation. In 2022, Aquafin organised a stakeholder consultation to further strengthen its sustainability policy. This consisted of a quantitative survey and qualitative round-table discussions during which the topics put forward via the survey as important for Aquafin to focus on were looked at in more depth. The stakeholder consultation produced a materiality matrix that will serve as a basis for updating and refining our approach to doing business sustainably. All topics in the matrix are important for Aquafin to focus on. The topics shown top right are the ones where we can make the most difference for our stakeholders. In 2023, we will carry out a follow-up during which we will set concrete Environment, Social and Governance (ESG) ambitions and objectives.

1. Water quality

2. Water availability

3. Water life

4. Climate adaptation

5. Energy efficiency

6. Energie transition

7. Sustainable procurement

8. Health and wellbeing

9. Safety

10. Biodiversity

11. Social commitment

12. Innovation & digitization

13. Less nuisance

14. Sharing knowledge

15. Talent management

16. Air emissions

17. Diversity and equality

18. Ethical conduct

19. Sustainable and healthy food

7 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance LOW IMPACT ON AQUAFIN HIGH
Materiality matrix
LOW IMPORTANCE FOR STAKEHOLDERS HIGH 1 2 3 4 5 6 7 8 10 11 12 9 13 14 15 16 17 18 19
“In dialogue with our stakeholders we refined our sustainability policy.”

Based on the input from our stakeholders and our own insights, we will be focusing on the following topics in three pillars:

Environmental impact

Water quality

Climate mitigation

Climate adaptation

Modern & inclusive employer

Talent development

Zero bias hiring & equal career experience

Positive wellbeing & safety culture

At one with our environment

Synergies with stakeholders

Sustainable procurement

Less nuisance

Ethical conduct

In a follow-up process that Aquafin will go through in 2023, we will define our ambitions and concrete objectives. The objectives and subsequent reporting will naturally be in line with the European Corporate Sustainability Reporting Directive and Taxonomy which will apply to Aquafin from 2025.

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2022 in figures

Finance Infrastructure

631 MILLION EUROS OF TURNOVER

5.1 MILLION EUROS OF PROFIT TO BE APPROPRIATED

325 WWTPs

2,025 PUMPING STATIONS AND STORAGE SETTLEMENT TANKS

7,085 KM OF PIPES

3,677

99 % OF WWTPs MET ALL STANDARDS

PROJECTS DELIVERED TO FLEMISH REGION AT 31/12/2022 WORTH 4.5 BILLION EUROS

SUPRA-MUNICIPAL PROJECTS WORTH 186 MILLION EUROS CONTRACTED OUT

SUPRA-MUNICIPAL PROJECTS WORTH 178 MILLION EUROS DELIVERED

Employees

1,173

EMPLOYEES

(860 MEN AND 313 WOMEN) + 40 VMM EMPLOYEES

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Challenges and opportunities

In a rapidly changing world, social and ecological challenges are evolving at a fast pace. Climate change, increasing micropollution, rising population density, energy crises,… These are just a few of the factors that also have an impact on the water sector. We are continually searching for appropriate answers, while keeping an open mind. In doing so, we strive to achieve the maximum return on shared resources, provide a profitable offering for our customers with a positive impact on society and the environment and create strong partnerships with all actors in the water and utility sector.

ACHIEVING THE MAXIMUM RETURN ON INVESTMENTS

Development and optimisation of the waste water treatment infrastructure

With the new cooperation agreement, we were assigned a coordinating role by the Flemish Government which would involve matching supra-municipal investments to those of towns, cities and municipalities. Until now, the Region would assign us a programme of projects for the development and optimisation of the supra-municipal treatment infrastructure every year. Now we are guided by the investment plans of the municipalities and link supra-municipal projects to them seamlessly. The actual design phase only starts after all the parties involved have expressed their commitment. By taking possible risks into account early on, we expect to reduce the lead time of a project. The design of the projects carried out will thus better reflect the latest vision and insights too.

Aquafin is one of the largest clients for infrastructure works in Flanders. Hence we provide a considerable volume of work for the consultancy firms and contractors we work with. In terms of deliveries, we were able to allocate the planned delivery budgets for investment projects, asset management projects and energy projects in 2022, thanks to the joint efforts of Aquafin and its partners. In total, we delivered 178 million euros in projects to the Region. We also brought a record 372 million euros’ worth of new projects to market, with municipal projects accounting for 112 million euros.

Reliable infrastructure

Over the past few decades, the Flemish Region has invested heavily – via Aquafin – in the expansion of the domestic waste water treatment infrastructure. Through intelligent asset management, Aquafin does everything possible to keep the ageing infrastructure in good condition. The Flemish Region recognises the need to increase investments in asset management and will increase the budget for projects of this type by 5 million euros a year until it reaches 55 million euros in 2026.

The sewer infrastructure of towns, cities and municipalities is also ageing and failure could cause significant social and ecological damage. In view of this, the Flemish Government wants to have a clear picture of the condition of Flemish sewers by the end of 2027. In 2021, Aquafin worked with the Association of Flemish Cities and Municipalities (VVSG), AquaFlanders, the Flemish Environment Agency, Vlario and the towns, cities and municipalities and their sewer operators to devise standards and minimum requirements for sewer inspections. By the end of 2022, all municipalities had to have a complete sewer inventory and have prepared a first version of their inspection plan. Aquafin managed to complete this task successfully for its municipality customers as well as identify the action that needed to be taken in respect of the other sewer operators. Rightly so as the total value of the sewerage assets in Flanders is estimated at 70 billion euros. With a total cost of 60 million euros to implement the inspection plan in all municipalities, this still means that only 0.09% of the reinvestment value is being spent on inspection. We apply higher standards for the supra-municipal system because the consequential damage is usually considerably higher. We also extend this method to municipalities that call on us for asset management.

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ECONOMIC COMPENSATION FOR TECHNICAL PARTNERS

Due to Covid-19, contractors had to take special measures to protect their employees. That resulted in significant additional costs that could not have been foreseen at the time of bidding for the project in question. Aquafin took the lead in determining fair compensation for the unforeseeable costs and loss of return in the form of a lump sum based on a percentage of the contract price. An arrangement that was later adopted by other clients.

“We reached a bilateral agreement with Aquafin extremely quickly regarding a simple arrangement for the loss incurred,” says Eli Desmedt of VlaWeBo, the Flemish federation of building contractors for road works. “A good example of partnership and open communication, with the deliberate choice of a win-win for all parties, which was very much appreciated by VlaWeBo, Bouwunie and their member contractors. The pragmatic arrangement has undoubtedly meant that long legal disputes and the associated costs of proceedings have been avoided but above all, our people have been spared negative energy.”

The high level of inflation was a considerable challenge for the consultancy firms we work with. By staggering the payment of fees, aligned with the underlying costs, Aquafin was able to help them absorb the high wage increases at the beginning of 2023 and thus reduce cash flow problems.

DIGITAL PLATFORM

At the request of the Region, Aquafin has since developed a digital platform that enables all towns, cities and municipalities to monitor the status of their inspection programme and also lets the Flemish Government get a clear view of that status at any time. Rosi, the platform that we developed for our municipality customers, goes one step further and gives municipalities transparency as far as the inspection planning and results level. They can also find recommended actions along with a clear estimate here.

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OVERFLOW MONITORING NETWORK

The sewers in Flanders are predominantly of the combined type which means that they transport both waste water and rainwater. Emergency outlets or overflows into a watercourse are provided at certain locations in order to prevent sewers overflowing in the event of heavy rainfall. That admittedly diluted waste water can affect the water quality in brooks and streams. At the request of the Flemish Region, Aquafin started work on the further development of an overflow monitoring network in 2022. By 2025, we will be carrying out permanent monitoring activities at a total of 1,600 overflow locations. Priority will be given to overflows which have the most impact on the watercourse, overflows at critical locations in the system and the replacement of measurement devices at locations that up to 2021, were monitored by the Flemish Environment Agency. The results from the monitoring network can be used to plan targeted investments in order to address the negative impact that overflows have on water quality.

Digitalisation of the infrastructure

In 2022, with financial support from Europe and the Flemish Recovery Plan, we started transforming the waste water and stormwater infrastructure into a ‘smart network’. This means making the control of our infrastructure even more efficient by means of algorithms in the cloud which combine classic field data with data such as precipitation forecasts, energy prices, etc. This will enable us to deploy our plants even more effectively in order to respond to current and future challenges.

Controls developed in 2022:

• Digital twin for Beveren WWTP: this plant is controlled based on an intelligent model (digital twin) in the cloud whereby field data and modelling are combined with artificial intelligence in order to improve performances.

• Smart control of a storm pump: by integrating precipitation forecasts in the algorithm that controls the stop level of the pump, it is possible to operate the pump solely to effectively prevent flooding. As a result, more waste water is subsequently pumped to the water treatment plant and no less than 60% of the overflow operation is now avoided at that site.

• Energy production based on supply and demand: the gas engine that turns the biogas we produce into green energy is started by an intelligent control when we most need power at the WWTP and energy prices are high. That way, we save on purchased energy and smooth out our peak production and offtake from the grid.

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Through the intelligent control of a storm pump in Hondelee (Zwijnaarde), no less than 60% less waste water overflows into the watercourse.

An excellent treatment year

The treated waste water from our waste water treatment plants has to comply with European and Flemish quality standards. 3 to 5 parameters are checked in the waste water before and after the treatment process depending on the capacity of the WWTP (see box). For most parameters, there are concentration limits as well as removal percentages to be attained. Concentration limits indicate how many milligrams per litre of a substance can be present in the treated waste water. Removal percentages specify how many percent of the substance we have to remove in the treatment process annually.

In 2022, 99.38% of our WWTPs complied with all the applicable standards. Only 2 of the 324 plants assessed failed to get to the finishing line, both due to a single instance of exceeding a single standard. That is the third best result in Aquafin’s history.

5 parameters for clean water

> BOD: biological oxygen demand – the amount of oxygen required to break down the pollution biologically.

> COD: chemical oxygen demand – the amount of oxygen required to break down the pollution via a chemical process.

> Suspended solids: all undissolved substances in a volume of waste water.

> Nitrogen & phosphorus: nutrients present in domestic waste water. Excessive quantities of these in the watercourse lead to too strong algae growth, which reduces the oxygen content.

Dilution of the sewage water with rainwater affects the removal percentages. In that respect, we benefited from 2022 being a dry year but we could not have achieved such good results without the close monitoring of the treatment process by our employees who were on stand-by day and night. Supply problems and consequently high increases in the prices for the chemicals required for the removal of nitrogen, phosphorus and suspended solids from the waste water also presented a particular challenge last year.

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In 2022, 99.38% of our WWTPs complied with all the applicable standards.

EXTRA EFFORTS FOR LESS PHOSPHORUS

Although Aquafin removes 85% of the phosphorus present in the waste water on average every year, the level of phosphorus in Flemish watercourses is still constantly too high. In freshwater ecosystems, phosphorus stimulates the growth of algae as a result of which the oxygen level drops and light incidence is reduced. Both effects have a negative impact on certain species of aquatic organisms. A social debate within the Coordination Committee on Integrated Water Policy (CIW) during which various measures were compared showed that the targeted dosing of iron and aluminium salts in the water treatment process is by far the most cost-effective measure for reducing the phosphorus burden on watercourses. These are vulnerable streams and brooks that are close to the target water quality from the Water Framework Directive.

Aquafin is currently rolling out the installation of phosphate analysers at 50 WWTPs. Based on continuous measurement, the right amount of chemicals is then added automatically in order to achieve the target value of 0.3 mg/l on an annual basis while the standard for most WWTPs is 2 mg/l. The new European Urban Waste Water Directive is expected to bring the standard to 0.5 mg/l for all WWTPs from a population equivalent of 10,000. Phosphorus that is removed during the treatment process accumulates in the sludge produced. The more phosphorus that is removed, the more will also be recoverable via sludge processing in the future.

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Sludge as an energy provider

The residual sludge produced during the biological treatment process is a form of biomass consisting of 99% water and 1% dry matter. It is thickened and dewatered as much as possible at the WWTP itself, before being carried away for processing.

Half of the biomass is digested at one of our 13 digestion plants spread throughout Flanders. We convert the biogas produced in this way into electricity and heat and at one WWTP, it is now converted into biomethane. Over the next few years, we will be adding another 4 biomethane units.

We dry out one third of the total (digested and undigested) biomass in our three sludge dryers to make pellets as a renewable energy source. The remaining two thirds of the sludge is incinerated as dewatered sludge and therefore not dried.

One sludge dryer runs mainly on self-produced biogas and two run on natural gas. Due to the impending shortage of gas following the war between Russia and Ukraine, we looked for a temporary different solution for the two gas-fired dryers in 2022 to help ensure security of supply. The dryer in Leuven ran at half-capacity for just over three months while the dryer in Houthalen was powered by fuel oil instead of gas for four months.

Over the next few years, we will continue to rely on the old sludge dryers but by 2026, they will be replaced by two new sludge dryers, one in the east and one in the west of Flanders. The new dryers will run on residual heat from industry, at a lower temperature, without using fossil fuels. Until that time, the current dryers will be properly maintained to enable them to continue fulfilling their task. To that end, the dryer from Deurne was shut down for two months in 2022 so that a number of major maintenance tasks could be carried out.

In addition, by 2026 our brand new sludge treatment plant at the Arcelor Mittal site in Ghent will be operational. In the beginning, this sludge mono-processor will process two thirds of the sludge from our plants without the addition of other waste streams. This will enable maximum recovery of energy and raw materials. The steel producer will use all the steam produced at the plant in its processes which will enable Arcelor to reduce its CO2 emissions by 65,000 tonnes a year. At a later stage, we also want to recover phosphorus from the sludge incinerator ash on a large scale here. That will make this plant unique in Europe.

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Phosphorus is becoming a scarce resource. In the medium term, we can recover up to 20% of the total demand for this substance in Flanders from sludge.

GREEN GAS FOR 1,600 FAMILIES

You can use a gas engine to convert biogas into green energy, which is what we are currently doing at 12 of the 13 WWTPs with a sludge digester. In 2021, we commissioned our first biomethane installation at the Antwerpen-Zuid WWTP, which upgrades biogas to high-quality green gas that is then injected into the grid. By doing this, we make even better use of the energy released from sludge digestion. The green gas that we produce in AntwerpenZuid is equivalent to the consumption of 300 families. In 2024, we are planning to commission 4 additional biomethane installations, in Ghent, Harelbeke, Genk and Dendermonde. Together, these will enable us to provide 1,600 families with renewable green gas.

Striving for climate neutrality

Last year, Aquafin presented its Energy and Climate Plan for aligning ourselves with Flemish energy and climate targets – and even going one step further. The plan contains a number of concrete targets and sets a course for evolving towards climate neutrality. The basis for this is the inventarisation of the total greenhouse gas emissions throughout our value chain which was started in 2022 but will be further refined.

The most tangible and concrete aspects we have been working on for many years are our own energy targets. The transport and treatment of domestic waste water is a highly energy-intensive process, making Aquafin one of the largest energy consumers in Flanders. In order to keep control of our energy bills, since 2010 we have set ourselves the goal of becoming 1% more energy-efficient every year compared to model consumption and therefore in relation to the expansion of our assets. Year after year, we have achieved that goal which means that by the end of 2022, we had recorded efficiency gains of approximately 13.5% compared with 2010. We realised these gains mainly by replacing outdated, energy-guzzling equipment with new energy-friendly variants and by optimising automatic controls in the treatment process.

In 2022, Aquafin delivered 3.1 million euros in energy projects. The expansion of solar arrays at our WWTPs accounted for a significant share of this. These investments are financed with resources from the Energy Fund which is managed by the Flemish Region. The savings on energy bills that they generate are reinvested in the fund for new investments.

Besides improving the energy efficiency of our infrastructure, we are working on phasing out the use of fossil fuels by 2030. In that context, a programme for electrifying the heating of our service buildings is currently being carried out and we are still working to make our vehicle fleet greener too. From 2024, only BEV (fully electric) service vehicles and company cars will be ordered and we are also looking at replacing 4 trucks with electric variants. But the biggest step will be taken in 2026 when two new sludge dryers will be commissioned. These will only use industrial residual heat while we will still partly be using natural gas in our dryers until then.

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DUAL-PURPOSE CONTROL OF ENERGY PRODUCTION

To keep the energy transition affordable in the future, it will be important to maintain a balance between supply and demand on the electricity grid throughout the day. The increasing number of ways to produce renewable energy and greater peaks in current consumption due to increased electrification have upset the balance of the grid. In 2022, Aquafin developed an innovative control algorithm that only allows the gas engine for producing green energy from biogas to start up at the time when our own electricity consumption on site peaks and the market price for electricity is high. That way, we avoid having to purchase expensive electricity and at the same time avoid the extra load on the grid by not supplying power to it that we will need ourselves a few hours later.

PRODUCTION OF RENEWABLE ENERGY ON AN UPWARD TREND

Meanwhile, we are in the process of expanding the production of renewable energy. At the end of 2022, we had 23 solar panel farms in operation at our sites. This number should have increased by at least 7 by the end of 2023. The current installed capacity of 10.6 MWp should by then have reached 13 MWp, which is equivalent to the production of 3,250 domestic solar panel installations. This year, we are also going to carry out a market consultation regarding 4 sites for the development of large-scale wind turbines.

In addition to our energy objectives, the energy and climate plan also states our ambition to seize opportunities to help build a sustainable energy transition, by aligning our electricity demand with the needs of the grid via smart controls, for example.

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As well as a water treatment company, Aquafin is becoming more of an energy producer.

Under the title ‘renewable energy from waste water’, Aquafin with its projects connected with sewer thermal energy and biomethane was nominated for the first Trends Impact Awards in the circular economy category.

The jury considered the projects modern and innovative and appropriate in view of the major challenge presented by the energy transition. They also praised the scalability of the projects in Flanders which give waste water added value too. A wonderful compliment!

GROWING WITH A PROFITABLE AND IMPACTFUL OFFERING FOR OUR CUSTOMERS

Sewer thermal energy

The search for new sustainable energy sources has never been greater than it has been in the past year. After an innovation process and an initial application at its own Campus, Aquafin has been offering sewer thermal energy – or heat recovery from waste water –since 2022. There are two possible forms of sewer thermal energy: one based on the sewer water in the collector and the other based on the treated waste water after water treatment and before it is discharged into surface water. Sewer thermal energy is an excellent energy source if there is a waste water pipeline with a sufficient flow rate in the immediate vicinity. This then makes the technology a good alternative for heating and cooling office buildings, public buildings, sports complexes and clusters of at least 15 dwellings, for example.

There has been a lot of interest from towns, cities and municipalities but also from project developers and construction companies who are constantly looking for renewable energy alternatives. We are expecting to carry out the effective rollout of 15 projects over the next few years.

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Transparent sewer management

More than 1 out of 3 Flemish cities, towns and municipalities collaborate with Aquafin for sewer management, either directly or via our partnerships with water companies water-link, De Watergroep (Riopact), Pidpa and Farys. Rosi is a user-friendly digital platform that can give you a transparent insight into the state of the sewers, the planning and results of inspections, the estimation of risks and advice on measures at any time. Rosi responds to Flemish objectives to map the state of the sewers by 2027 but goes one step further by also linking interpretations and possible actions to this. Within a period of eighteen months, the number of municipalities using Rosi tripled from 35 to 110.

Smart controls for municipal infrastructure

The algorithm for the intelligent control of waste water and stormwater management infrastructure combines real-time measurements with precipitation forecasts. This makes it possible to add an extra useful function to the basic function of the infrastructure. With smart control, a basin that was originally built to slow the draining of stormwater can be used to store rainwater in times of drought. The water can then be made available to nearby agricultural and horticultural businesses, for example. Another example are collective rainwater reservoirs that are partially emptied by means of a smart control system before a major storm occurs, thus guaranteeing extra storage. There are also other controls set up to avoid overflow operation as much as possible.

Blue/green advice

By the end of 2024, Flemish municipalities, towns and cities must have a stormwater and drought plan if they still want to rely on water-related subsidies. This is a longterm vision of the best way to deal with stormwater in their area in future projects. In 2022, Aquafin formulated 8 stormwater and drought plans, bringing the total to 39 to date. However, we have noticed that the water between theory and practice is often still very deep. In addition, municipalities sometimes struggle with the water balance when rebuilding a street or district or want to focus on climate robustness. That is the reason why last year, Aquafin developed the ‘blue/green advice’ service for municipalities. By taking an integrated approach, we ensure that various infrastructure elements strengthen each other, with optimum effect for biodiversity and the neighbourhood.

RENOVATED CAMPUS AS A DEMO AREA

After 18 months of major renovations, the head office of Aquafin was able to return to its familiar address in September 2022. The building was transformed into a sustainable hub that meets the expectations of modern partnerships. At the same time, it is the first location where we have applied sewer thermal energy and employees and visitors are able to experience how blue/green measures improve the quality of the environment.

 Read more (in Dutch)

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STRONG PARTNERSHIP IN THE WATER AND UTILITY SECTOR

Close link with the Blue Deal

The Flemish Government launched the Blue Deal in 2020 as an action plan for tackling water scarcity and drought in Flanders. Aquafin is closely involved in the Blue Deal, both at policy level and via projects. For example, we successfully drew up dossiers for 6 towns, cities and municipalities for subsidies from the Blue Deal within the category of ‘collective rainwater projects’. All these projects save on drinking and groundwater by collecting rainwater via the municipal infrastructure and using it for low-quality applications.

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The Blue Deal also subsidises 5 initiatives for the reuse of treated waste water from our WWTPs. In the future, they will use a combined total of 33.3 billion litres of effluent every year as a water source for process or drinking water. The biggest project is Waterkracht, which will upgrade no less than 20 billion litres of treated waste water from 600,000 Antwerp residents to cooling water for companies at the Port of Antwerp.

 Read more (in Dutch)

Aquafin is also closely involved with 2 of the 3 demo areas that are being implemented by VITO – the Flemish Institution for Technological Research – on behalf of the Flemish Government as part of WaterProof, one of the major projects within the Blue Deal. The objective of WaterProof is to formulate a system-based approach for the whole of Flanders via the demo areas. For instance, a business park in Tielt will become the ‘business park of the future’ with all kinds of applications for maximising the infiltration, storage and reuse of stormwater. The second demo which Aquafin is involved with is situated in the fruit-growing region of Haspengouw. One of the reasons for carrying out tests here is to show how treated waste water can be treated and then reused as water for irrigation in fruit cultivation.

 Read more (in Dutch)

In December 2022, the Flemish Government granted Aquafin an additional 5 million euros to make residual water available for use in agriculture and horticulture. We will use this where it is expedient to do so in ongoing and new supra-municipal investment projects to equip buffer volumes with level sensors, controllable valves, a distribution system and smart control. This will enable the buffered water to be used for irrigation while creating sufficient buffer capacity to absorb the next heavy downpour.

Partnerships with water companies

Aquafin believes strongly in cohesion between municipal and supra-municipal infrastructure for waste water and stormwater management. For municipal sewer management, we have been working with water companies water-link and De Watergroep (Riopact) for many years. In 2022, in preparation for a structural partnership from 2023, we entered into an agreement with Pidpa for sewer management in a third town/city/municipality within their water supply area. And we are also working with Farys for the first time in connection with municipal sewer management.

In addition, we have formed partnerships with various water companies with the purpose of upgrading and reusing treated waste water, within the framework of the Blue Deal (see above) and systematically for a lot longer with Aquaduin which turns the treated waste water from our Wulpen and Adinkerke WWTPs back into drinking water, for example.

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RESEARCH FOR SUSTAINABLE DEVELOPMENT

Aquafin is a valued research partner in both the Flemish and international water sectors. Our fundamental research focuses on building up knowledge on four major themes that have a significant impact on society:

Zero-waste water cycle

What we mean by ‘zero-waste’ is the maximised use of residual flows, by recovering raw materials like phosphorus and nitrogen in the water treatment process so that they can be reintroduced into the production chain, for example. For instance, as part of the European WalNUT project, we will be testing as of 2023 how we can recover nitrogen via adsorption from household waste water at our Aartselaar WWTP, so that it can be reused in fertilisers. At our Antwerpen-Zuid WWTP, we are testing a second technique based on air stripping.

Robust and healthy water systems

Water quality and quantity are the barometers for robust and healthy water systems. Where quality is concerned, we look at both the treated waste water that we discharge into the surface water and also run-off rainwater that infiltrates, is reused or goes into a watercourse. On a European level, work is being carried out on a new directive for urban waste water which will set stricter requirements for both treated waste water and rainwater compared with the current ones. Aquafin is already preparing for this via various research projects. For instance, the construction of a full-scale post-treatment installation for the removal of micropollutants started at our Aartselaar WWTP in 2022. The Flemish Environment Agency has already carried out a zero measurement on the receiving watercourse which will serve as a calibration point for the results later on. We are also a partner in the EU project StopUP in which research is being carried out into how we can protect our watercourses and the fauna and flora around them against polluted rainwater run-off. We are also carrying out research into the presence and possible removal of PFAS in the waste water and testing rainwater treatment systems.

In connection with water quantity, we are involved in European research into the smart control of rainwater storage basins to enable rainwater to be used for irrigation in agriculture.

B-Watersmart

POST-TREATMENT OF MICROPOLLUTANTS STARTS IN SUMMER 2023

Aquafin wants to be prepared for any future obligation relating to the removal of micropollutants. These are small particles of chemical substances which can be difficult to break down or even be toxic. They are found, for example, in non-stick coatings, medicines, etc. That is why we started to construct a waste water post-treatment installation at our Aartselaar WWTP in 2022, aimed at the removal of micropollutants. From summer 2023, we will combine two already tried and tested techniques here: ozone treatment and treatment using activated carbon. The combination of the two techniques will reduce the ecological footprint of both because less energy is required for lower ozone dosing on the one hand and the activated carbon will last longer on account of the preceding ozone treatment on the other hand.

The research project is a collaboration with the Flemish Environment Agency which already carried out a zero measurement on the quality of the receiving watercourse last year. On an annual basis, the micropollutants will be removed from 75% of the waste water that enters the WWTP.

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Digital Water Value Chain

The digitalisation of the water chain is an indispensable lever for maximising smart controls and reuse of waste flows. But it is also indispensable for prioritising measures for improving water quality. One example of this is the Internet of Water Flanders which Aquafin participates in together with imec, the Flemish Institute for Technological Research (VITO), Vlakwa, the Flemish Environment Agency and De Watergroep. Within this project, a network of sensors is being rolled out that will measure quality parameters for various types of water – including overflow waste water – at specific locations in real time. Carefully chosen locations are being equipped with an innovative sensor that stores information on the quality of the overflow water in the cloud. Combined with specific measurement campaigns and models such as Aquafin’s Cockle software which calculates the waste load emitted and surface water measurements, this information will allow the actual impact of an overflow to be estimated, thus allowing targeted intervention.

 Read more

Eco-efficient business models

By treating domestic waste water before it is discharged into the surface water, Aquafin makes a substantial contribution to clean and healthy watercourses. At the same time, we reduce our ecological footprint. The infrastructure needed to transport and treat sewage is directly or indirectly responsible for various greenhouse gas emissions. We investigate where the environmental impact is greatest and what we can do to reduce this.

In 2022, Aquafin worked on estimating its greenhouse gas emissions in accordance with the Greenhouse Gas Protocol. We developed our own model based on real measurements on our infrastructure for the direct emissions from the treatment process. The reason for doing that was because we found that the theoretical models from literature did not correspond to the results from our measurement campaigns. The information for calculating indirect emissions in the value chain is still far from available. However, we did draw up an inventory of our purchases of materials and raw materials. In 2023, we will continue to calculate the main emission factors based on the information available. Together with Vlario, knowledge centre for the sewerage sector, Aquafin also quantifies the emissions due to the construction of new sewers. That is because the life cycle analysis of a treatment area made it clear that the production of classic sewage pipes and materials for road construction is particularly energy-intensive. Products that have a lower CO2 footprint such as sulphur concrete, for example, are gradually coming onto the market. Aquafin supports such disruptive innovations and has already used them in projects.

In addition, when quantifying the emissions from a sewerage system, it also became clear that methane emissions from sewers and even from private septic tanks account for a significant share. In 2023, additional measurements will follow for this.

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INNOVATION FOR IMPACTFUL SERVICES AND PRODUCTS

Through fundamental research within R&D, Aquafin not only broadens its knowledge of all aspects of the water cycle, we also prepare Flanders for rapidly changing ecosystems and legislative changes. We also do that via innovation with new or adapted products and services. Just like applied research, innovation is crucial in order to respond to social challenges and create added value.

In 2022, Aquafin invested just under 800,000 euros in innovation, in the form of development costs and all external costs for guidance and collaboration, proof-of-concept, etc.

Previous innovations such as sewer thermal energy and biomethane are gradually being incorporated in operating processes and Rosi, the digital platform where municipalities can find full details of the state of their sewer system, has also been widely rolled out to more than 100 municipalities in the meantime.

In 2022, we achieved a breakthrough in terms of the development of various smart controls to avoid overflow operation or reuse rainwater. There are 10 concrete projects in progress for intelligent control of rainwater buffers, for both our own infrastructure and municipal infrastructure. At the same time, Aquafin is participating in a pilot project with the Royal Meteorological Institute of Belgium (RMI) in order to use more refined precipitation forecasts in these controls and enable the infrastructure to be controlled with even greater precision.

Also last year, ‘blue/green advice’ was developed as a new service for municipalities. Even at an early stage in the project, we look for possible opportunities to combine functions in the area concerned and create as much added value as possible. Consequently, we deliver a future-oriented design that not only focuses on stormwater management but also covers spatial planning, biodiversity and even recreation.

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PEOPLE MAKE SUCCESS POSSIBLE

Attracting the right talent

There are a lot of job opportunities for the taking at Aquafin, both for new employees and for those who have been with us for a long time. The expansion and deepening of our activities, digitalisation and new forms of collaboration are just a few of the developments that present challenges in many areas. We want to develop the maximum potential available to us by focusing on strong leadership combined with smart teamwork. But we are also constantly looking for new talent to strengthen our teams. In 2022, we formulated an employer branding strategy which highlights Aquafin’s uniqueness as its trump card. Unique in our mission and impact but also unique in opportunities and freedom to choose your own path.

In 2022, we filled no less than 150 vacancies, 99 of which were filled by appointing new colleagues. 51 colleagues changed jobs within Aquafin, which is in line with previous years but shows that job mobility initiatives are working.

Continuing focus on safety

There can be no debate about safety targets: zero accidents must always be the aim. At Aquafin, we actively work towards a corporate culture in which thinking and acting safely are central. We want a safe (working) environment – not just for our own employees, but also for people who work on our behalf and for local residents in areas where we carry out works.

Because no less than four serious accidents occurred on our sites within the space of a few months, one of which was actually fatal, a letter went out in March from our general manager to all our technical partners. It reiterated the collective responsibility of all parties involved in the execution of works. It also directly triggered the launch of a new safety campaign, this time focusing specifically on everyone’s personal responsibility in the context of ‘working together differently and better’. In addition, work is still being carried out in order to ensure that everyone working at our sites is aware of the potential risks. To this end, besides the existing instruction cards containing the main risks, a safety introduction film will be made in several languages.

Among our own employees, the number of occupational accidents remained in line with previous years.

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vacancies n INTERNAL MOVEMENT n NEW HIRES 3.70 AVERAGE TRAINING DAYS PER FTE (FULL TIME EQUIVALENT) 51 99 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance 2018 2019 2020 2021 2022 Occupational accidents involving our own employees 0 5 10 15 20
Filled

Building well-being and resilience

A safe and healthy work environment is not the only prerequisite for job satisfaction. That is why at Aquafin, we strive to create a positive culture of well-being in which all employees feel good mentally and build up resilience. Connecting with colleagues and with the organisation is crucial in that respect. But so is the extent to which your job suits you, the extent to which you can develop yourself and experience flexibility in achieving a good work-life balance are important factors. A change process was initiated in order to enable such a positive culture of well-being to take root within the organisation.

The new well-being policy was launched in 2022, with periodic questionnaires that would partly probe the same aspects each time and partly focus on a specific aspect such as being able to switch off outside work hours, for example. In addition, a toolbox was developed based on the topic of well-being, with exercises and work methods for working as a team in a simple and practical manner. Colleagues were also trained to become a kind of ‘well-being detector’ by keeping their finger on the pulse in their work environment and responding quickly to signals indicating high stress levels.

AWARD FOR OUR HR APPROACH

For HR Gala, the way Aquafin treats its employees, stimulates them to take control of their job, develop themselves, work better together as a team and also provides tools for all these things, was a good reason to make the company an HR ambassador for a year.

Later on in the year, we were also awarded a pioneering employer certificate for focusing on people-oriented hybrid working.

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Financial report

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General information

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HISTORY

Aquafin was established by the Flemish Region in 1990 in order to implement the EU Urban Waste Water Directive. Since the treatment of waste water in Belgium is a regional matter, Aquafin is responsible for the development, management and funding of the regional sewage treatment infrastructure. The company was established under the Law of 26 March 1971 on the protection of surface waters against pollution (Wet op de bescherming van de oppervlaktewateren tegen verontreiniging), which was converted into the Decree on Integrated Water Policy of 18 July 2003, coordinated on 15 June 2018

Besides the contract for Flanders, Aquafin also operates as sewer manager for municipalities and the company is working on various methods for valorising residual products from waste water and is always looking for innovative applications to offer both within and outside the company. Aquafin applies the principles of separate accounting in order to separate commercial activities from activities commissioned within the regional (supra-municipal) remit.

SUPERVISION

As the regulator, the Flemish Environment Agency (VMM) supervises the activities that Aquafin carries out for the Flemish Region. In addition, Aquafin is a private joint stock company with an autonomous Board of Directors, audit committee, auditor, etc.

FINANCE AND INVOICING

Since 1 January 2023, Aquafin itself has been responsible for selecting supra-municipal investment projects which it puts on the agenda in order to achieve the objectives set. Before projects on supra-municipal budgets are carried out, the Flemish Environment Agency assesses the supra-municipal character of the project. After delivery by the contractor, the Flemish Environment Agency can carry out random checks on projects for up to two quarters thereafter. After that, the costs incurred are finally approved and Aquafin has a contractual right to their repayment, spread over a maximum period of 30 years. On the other hand, Aquafin also draws up an asset management programme for the existing plants, based on LCP analyses (lifecycle plans). In the coming years, the proportion of replacement investments (asset management) will rise, so that the proportion repaid over 15 years will gradually increase.

The water companies are obliged by decree to treat the water they supply. They enter into an agreement for this with Aquafin, which assumes the task of treatment for them. Aquafin invoices the water companies for the investment costs over the specified term, along with the company’s operating costs. The water companies pay part of Aquafin’s invoices via a grant from the MINA fund, funded by general tax revenue. They pass on the remainder, currently around 70% of the total bill, to drinking water consumers according to the principle of “the polluter pays”.

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In this formula, the budget for operating costs, excluding financing costs, under the Management Agreement is related to factors including the pollution load treated, the assets managed, the flows handled and the investment budgets. A series of fixed packages are added to this. The budget calculated is a total operating budget for Aquafin, based on what is known as the performance budget formula. This gives Aquafin the freedom to focus on the areas it considers important and to allocate the performance budget internally according to these areas. A cumulative annual efficiency gain is assigned to several packages from the performance budget each year.

The Flemish Region is a co-debtor in the invoice flow between Aquafin and the water companies. The turnover invoiced is spread between the various Flemish water companies, based on an allocation formula annually updated by Aquaflanders and approved by the Flemish Environment Agency. As Aquafin’s investment expenditure is repaid spread over a period of time, the company has to raise financing for this. Long-term financing for a project is not possible until it has been delivered internally and is in the invoice stream to the water companies. These long-term investments therefore involve no construction risk for the financiers. Aquafin covers short-term funding during the projects’ construction phase with equity capital, commercial paper, lines of credit and general corporate purpose financing.

MANAGEMENT AGREEMENT AND ALLOCATION AGREEMENT

Aquafin’s tasks are set out in a Management Agreement entered into between the company and the Flemish Region. This is a 20-year rolling agreement which specifies that, besides developing, managing and operating the treatment infrastructure, Aquafin is also responsible for financing this. The latest update to the agreement was made on 1 January 2023.

An allocation agreement exists between the Flemish Region, Aquafin, the European Investment Bank and Belfius Bank, with Belfius Bank acting as agent. The agreement stipulates that, should Aquafin find itself in financial difficulties, the water companies will no longer have to pay Aquafin for the treatment of the drinking water supplied by them, but Belfius Bank. As the agent for the allocation agreement, Belfius Bank will then pass on the sums to the financiers on the (interim) maturity dates of the financing agreements. According to the allocation agreement, the outstanding credit balance Aquafin has with the water companies must always be greater than the debt under the allocation agreement (the allocation ratio). The statutory auditor checks this ratio after each disbursement of financing under the agreement and confirms this to Belfius Bank. In turn, this bank communicates this allocation ratio to the financiers. It is also important for them to know that, according to the allocation agreement, any changes to the Management Agreement with a financial impact must first be submitted to them for approval.

In order to participate in the allocation agreement, the financier first signs an agency agreement with Aquafin and Belfius Bank.

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Report of the Board of Directors

BALANCE SHEET AND INCOME STATEMENT

BALANCE SHEET (IN THOUSANDS OF EUROS) ASSETS Codes 31-12-2022 31-12-2021 FIXED ASSETS 20/28 Tangible assets 22/27 Land and buildings 22 Plant, machinery and equipment 23 Furniture and vehicles 24 Other tangible assets 26 Assets under construction and advance payments 27 Financial fixed assets 28 Affiliated enterprises 280/1 Participating interests 280 Other financial fixed assets 284/8 Shares 284 Amounts receivable and cash guarantees 285/8 CURRENT ASSETS 29/58 Stocks and contracts in progress 3 Contracts in progress 37 Amounts receivable within one year 40/41 Trade debtors 40 Other amounts receivable 41 Short-term investments 50/53 Other investments 51/53 Cash 54/58 Accrued charges and deferred income 490/1 TOTAL ASSETS 20/58 3,515,038 3,511,496 257,680 2,879,657 1,947 0 372,212 3,542 3,443 3,443 99 81 17 348,379 195,644 195,644 97,945 94,208 3,737 1 1 9,553 45,236 3,863,417 3,434,319 3,430,752 237,645 2,860,090 859 22 332,135 3,567 3,482 3,482 85 81 3 281,764 167,356 167,356 50,656 42,093 8,563 1 1 14,514 49,237 3,716,083 32 Annual Report BE GAAP 2022
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BALANCE SHEET (IN THOUSANDS OF EUROS) LIABILITIES Codes 31-12-2022 31-12-2021 EQUITY 10/15 Capital 10 Issued capital 100 Revaluation surplus 12 Reserves 13 Legal reserve 130 Available reserve 133 Profit carried forward 14 Investment grants 15 PROVISIONS AND DEFERRED TAXES 16 Provisions for liabilities and charges 160/5 Pensions and similar obligations 160 Other liabilities and charges 163/5 AMOUNTS PAYABLE 17/49 Amounts payable after more than one year 17 Financial debts 170/4 Credit institutions 173 Other amounts payable 178/9 Amounts payable within one year 42/48 Current portion of amounts payable after more than one year 42 Financial debts 43 Credit institutions 430/8 Trade debts 44 Suppliers 440/4 Advances received on contracts in progress 46 Taxes, remuneration and social security 45 Taxes 450/3 Remuneration and social security 454/9 Other amounts payable 47/48 Accrued charges and deferred income 492/3 TOTAL LIABILITIES 10/49 1,125,166 298,400 298,400 1,780 29,599 16,100 13,500 4,674 790,714 7,196 7,196 126 7,070 2,731,055 2,092,431 2,092,167 2,092,167 263 599,645 143,828 118,568 118,568 119,838 119,838 188,562 24,642 11,066 13,576 4,207 38,979 3,863,417 1,137,553 298,400 298,400 1,780 29,347 15,847 13,500 4,079 803,948 5,906 5,906 272 5,635 2,572,623 2,047,997 2,047,736 2,047,736 261 502,908 159,968 85,815 85,815 73,866 73,866 162,608 16,144 5,112 11,032 4,507 21,718 3,716,083 33 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance
34 Annual Report BE GAAP 2022 INCOME STATEMENT (IN THOUSANDS OF EUROS) Codes 31-12-2022 31-12-2021 Operating income 70/74 Turnover 70 Increase or decrease in stocks of finished goods, work and contracts in progress 71 Other operating income 74 Operating charges 60/64 Raw materials, consumables and goods for resale 60 Purchases 600/8 Services and other goods 61 Remuneration, social security costs and pensions 62 Depreciation and other amounts written off formation expenses, intangible and tangible fixed assets 630 Amounts written down stocks, contracts in progress and trade debtorsappropriations (write-backs) 631/4 Provisions for risks and charges - appropriations (uses and write-backs) 635/7 Other operating charges 640/8 Operating profit 9901 Financial income 75 Income from financial fixed assets 750 Income from current assets 751 Other financial income 752/9 Financial charges 65 Debt charges 650 Other financial charges 652/9 Profit on ordinary activities before taxes 9902 Extraordinary income 76 Non-recurring financial income 76 Extraordinary charges 66 Non-recurring financial charges 66 Profit for the financial year before tax 9903 Income taxes 67/77 Taxes 670/3 Profit for the financial year 9904 PROFIT FOR THE FINANCIAL YEAR AVAILABLE FOR APPROPRIATION 9905 666,585 630,918 28,287 7,379 597,338 161,579 161,579 133,000 97,810 197,385 -380 1,290 6,654 69,247 17,036 0 17,021 14 78,192 59,126 19,065 8,091 0 0 39 39 8,052 2,998 2,998 5,054 5,054 583,273 594,814 -17,955 6,414 512,764 115,727 115,727 104,331 89,963 193,708 107 233 8,695 70,509 36,638 33 36,602 3 96,987 58,891 38,095 10,160 112 112 0 0 10,272 3,617 3,617 6,655 6,655 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

STATUTORY AUDITOR’S REPORT

Statutory auditor’s report to the general meeting of Aquafin NV for the year ended 31 December 2022. The Financial Statements can be found via the Central Balance Sheet Office of the National Bank of Belgium.

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Main risks and uncertainties

There are no substantial risks and uncertainties with regard to the financial year.

Main events during the financial year

MOODY’S CONFIRMS CREDIT RATING

Following its annual screening in October 2022, rating agency Moody’s confirmed the long-term rating of Aquafin as Aa3 – stable outlook. The short-term rating remains at P-1. Aquafin’s credit rating tracks the maximum rating of the Flemish Region in view of the strong connections.

REVOLVING CREDIT FACILITY RENEWED

In November 2022, Aquafin renewed its revolving credit facility with a consortium of banks. Aquafin succeeded in both reducing the commitment fee and increasing the amount of credit available. Aquafin now has a syndicated line of credit worth 235 million euros instead of the previous 100 million euros. This transaction is part of a general review of the credit lines that will continue to be rolled out in 2023.

INVESTORS APPROVE ADAPTED ALLOCATION AGREEMENT

Parallel with the new cooperation agreement between the Flemish Region and Aquafin, the allocation agreement was also changed. This involved relaxing the approval mechanism for validating a change to the cooperation agreement from total unanimity for all provisions to a majority principle for most provisions and total unanimity only for a limited number of provisions that are crucial for the financiers. Thanks to good preparations and extensive dialogue, Aquafin retained the confidence of its financiers and they approved this change unanimously.

DBFMO CONTRACT FOR SLUDGE MONO-PROCESSOR ASSIGNED

Aquafin is planning to build a sludge mono-processor at the Arcelor Mittal site in Ghent that will enable maximum recovery of energy and raw materials from the biomass. In 2022, Aquafin awarded the contract for the design, construction, financing and maintenance of the plant until 2046 to the BESIX/Indaver consortium. The mono-processor should be operational by 2026 and from then on, it will carry out the final processing of two thirds of the sludge from the treatment of domestic waste water in Flanders while Arcelor Mittal will use all the steam produced in its production process. The project fits in with Aquafin’s ambition to cease using fossil fuels by 2030 and evolve into a climate-neutral operation.

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Auditing of the company

In 2020, EY was appointed as statutory auditor by the General Meeting – based on nomination by the Board of Directors – for a period of three years, specifically for the 2020, 2021 and 2022 financial years.

The fees paid to the statutory auditor for the statutory audit of the financial statements of the company amount to 47,000 euros (excluding VAT, excluding the usual charges) and are index-linked annually.

In 2022, the services of the statutory auditor were requested in connection with the audit of EMIR reporting – required by the FSMA. A fee of 5,000 euros (excluding VAT) was paid for these services.

The task of attesting the financial covenants in the credit documentation was also entrusted to EY, for a fee of 1,000 euros (excluding VAT).

A number of special tasks were also assigned to the statutory auditor or persons with whom he collaborates. The total fees for this amounted to 102,500 euros (excluding VAT).

Shareholder structure and cross-shareholdings

Participatiemaatschappij Vlaanderen (PMV) holds all the Aquafin shares. There are no cross-shareholdings.

Branch offices

There are no branch offices.

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Notes to the balance sheet

TANGIBLE ASSETS

The cumulative investment per category is shown below at book value:

IN THOUSANDS OF EUROS

As stipulated in the Management Agreement, Aquafin collects domestic waste water in Flanders in collectors and transports it to treatment plants where it is treated. Firstly, Aquafin develops the necessary supra-municipal infrastructure: collector sewers for waste water, pumping stations and waste water treatment plants. Secondly, Aquafin carries out the projects assigned by the Flemish Region under the Local Pact with the municipalities. These local pact projects follow the same procedures as the supra-municipal projects.

The increase in tangible assets is due to a net growth of investments in the water treatment infrastructure, carried out on the instructions of the Flemish Region. Water treatment infrastructure includes the aforementioned collector sewers for waste water, pumping stations and waste water treatment plants. This relates to all investment projects already delivered from the first delivery in 1992 to the end of the last financial year. Aquafin delivered 208.2 million euros’ worth of new projects in 2022. This year, 171.6 million euros’ worth of depreciation was also recorded and 2 million euros were invested in land.

In 1994, under the Management Agreement, Aquafin acquired the right to use plants built in the period preceding Aquafin’s establishment and owned by the Flemish Environment Agency. In subsequent years, these plants were not only operated by Aquafin, but also extended and renovated. Since the management of the same assets by both Aquafin and the Flemish Environment Agency is inefficient, the Flemish Government decided to allow Aquafin to buy out the plants and associated land. These purchases took place from 2010 onwards and are recognised under tangible assets as Flemish Environment Agency assets purchased. In 2022, €15 million in depreciation was recorded on these assets. In addition, part of the sites of Sint-Niklaas and Antwerpen-Zuid WWTPs was sold, further reducing the fixed assets by €0.2 million.

Hydronaut studies are studies that are carried out in order to ensure the correct design of the related supra-municipal investment project and are consequently capitalised. These studies are also carried out in relation to the management of existing infrastructure. In 2022, €3.4 million were invested on the one hand and €3.3 million depreciated, on the other.

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TANGIBLE ASSETS 2022 2021 Supra-municipal infrastructure 3,495,332 3,412,131 Water treatment infrastructure 2,809,272 2,770,721 Projects not yet delivered, including land 388,081 340,965 Flemish Environment Agency assets purchased 240,530 255,705 Investments in head office and operations 30,647 18,392 Hydronaut studies 26,397 26,348 Asset Management Flanders 405 0 Municipal infrastructure 16,164 18,621 3,511,496 3,430,752 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Investments in head office and operations relate to investments in hardware, software, lab equipment, furniture, materials and equipment required for the operation of the main office and/or overarching operational activities, not intended for one specific plant. In September 2022, the new Campus was commissioned. 15.8 million euros were capitalised and 0.3 million euros depreciated in relation to buildings and equipment, bicycle parking and solar panels. The 15.8 million euros also includes a carryforward of 4.3 million euros which was recorded under assets under construction with regard to the Campus at the end of 2021.

In 2022, a further 2.4 million euros were invested in hardware and software, 1.9 million euros in materials and equipment, 0.4 million euros in furniture and 0.2 million euros in a new CNG truck. 1.3 million euros’ worth of furniture from the old head office which had already been fully written off was decommissioned and removed from fixed assets. The installation costs for leased buildings and historic renovation works at the old head office were also deactivated (1.9 million euros). Both the decommissioning and the deactivation have no financial impact since they have been fully written off. A further 0.7 million in depreciation was recorded.

In the context of the role of Asset Manager of Flanders, Aquafin’s task package was expanded with the takeover of the overflow measurement matrix from VMM among other things. To this end, a number of overflow measurement devices were purchased in 2022 worth 0.4 million euros, of which 16,000 euros were depreciated.

Projects not yet delivered, including land comprises all costs incurred for supra-municipal projects in progress. It covers projects in the design phase, contracted projects or projects already awarded where the costs incurred mostly relate to accounting category 27 – assets under construction and advance payments –but also partly under accounting category 22 – land and buildings –for the land element. Assets under construction are not depreciated.

Projects not yet delivered in category 27 increased by 14% in 2022 to 372 million euros. There was an increase of 10% in calls for tenders for development projects. There was a structural increase of 39% in the asset management budget. These increases are partly in line with the obsolescence of assets and partly due to price increases. In 2022, 4 million worth of energy fund projects were delivered and 3.3 million euros’ worth were added to assets under construction.

As well as supra-municipal infrastructure, a small part of Aquafin’s assets is made up of municipal infrastructure. Under the contracts with the municipalities, Aquafin may assume responsibility for socalled transport services. Under these contracts, Aquafin provides the necessary investment and the company offers the municipality or intermunicipal cooperative society the opportunity to transport waste water via these sewers for the duration of the contract (15 years), after which the assets will be transferred to the municipality or intermunicipal cooperative society. The decrease in 2022 is due to 2.5 million euros of depreciation recorded on municipal infrastructure. No new contracts were started in 2022.

42 Annual Report BE GAAP 2022
IN THOUSANDS OF EUROS PROJECTS NOT YET DELIVERED 2022 2021 Projects not yet delivered in category 27 372,169 327,822 Development and other projects 311,686 282,677 Asset Management 56,557 40,558 Energy fund 3,926 4,587 Projects not yet delivered in category 22 15,912 13,143 388,081 340,965 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

FINANCIAL FIXED ASSETS

The financial fixed assets mainly consist of Aquafin’s majority stake in Aquaplus. The valuation in Aquafin’s books is adjusted annually based on Aquaplus’ equity. In 2022, the method of recognising profits or losses on projects changed from percentage of completion to completed contract. According to the old valuation method, Aquaplus had closed with a positive result of 122,000 euros but according to the new valuation method, Aquaplus finished with a negative result of 39 thousand euros. The reason for this is that the historical margin of the projects not yet delivered was reversed and will only be recognised as a profit or loss at the time of delivery. As a result, an additional loss of 39 thousand euros on the participating interest was recognised in Aquafin.

On 1 October 2022, Aquafin purchased 4 shares from Luc Bossyns at a value of 26 euros per share. With the purchase of these 4 shares, Aquafin now holds all the shares in Aquaplus.

The shares held by Aquafin in Synductis and Riopact are included in Other participating interests

In 2022, a guarantee of 14 thousand euros was deposited with the deposit and consignment office in connection with Call Groene Stroom. Aquafin receives a subsidy for the support of medium-sized installations based on solar energy and small and medium-sized wind turbines. In return, Aquafin must deposit a guarantee in the amount of 7.5% of the support granted and at least 2,000 euros.

STOCKS AND CONTRACTS IN PROGRESS

Apart from the tasks on behalf of the Flemish Region (which make up 85% of our activities) assigned via the Management Agreement, towns, cities and municipalities can outsource sewerage tasks to Aquafin, which has developed a specific offer for this purpose. They can either enter into a concession arrangement directly with Aquafin or use Aquafin’s services indirectly via one of the partnerships which Aquafin has formed with water-link or De Watergroep.

Works in this context which have been started but not yet completed are included under contracts in progress. In 2022, 115 projects were delivered worth 73.8 million euros.

The increase in contracts in progress is due to the relatively constant refilling of the order book and the sharp increase in contracting costs due to the war in Ukraine among other things.

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IN THOUSANDS OF EUROS FINANCIAL FIXED ASSETS 2022 2021 Participating interest in Aquaplus 3,443 3,482 Other participating interests 82 82 Guarantees 17 3 3,542 3,567 IN THOUSANDS OF EUROS STOCKS AND CONTRACTS IN PROGRESS 2022 2021 Rio-link (partnership with water-link) 70,445 69,157 Riopact (partnership with De Watergroep) 69,902 53,720 Direct contracts with municipalities 55,297 44,479 195,644 167,356 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

AMOUNTS RECEIVABLE WITHIN ONE YEAR

Amounts receivable within one year comprise trade debtors and other receivables. The balance for Trade debtors is determined by the timing of invoicing of our customers and the time of payment by our customers. As at the end of 2022, trade receivables increased from 42.1 million euros to 94.2 million euros, a combination of an increase of 62.1 million euros in outstanding receivables and a decrease of 10.8 million for invoices to be issued. These 11 million euros related to the final settlement from 2021 which was estimated at the time and were primarily due to the high energy costs that will be settled at actual cost. For 2022, Aquafin will create a credit note for the water companies.

The increase of 62.1 million euros (including VAT) for customers is mainly due to the extra rebilling of operating costs relating to 2022 for 54.7 million euros and the invoicing of the settlement of operating expenses relating to 2021 for 12.6 million euros. Both rebilling items were invoiced to the water companies in December and consequently not yet settled as at 31 December 2022.

In 2022, the provision for Possibly rejected operating costs was reclassified from Amounts receivable within 1 year to Provisions for liabilities and charges (363 thousand euros). This relates to the limited share of costs where there is a possibility of them not being eligible for reimbursement according to the principles of the management agreement.

Other amounts receivable comprises recoverable VAT, recoverable taxes and reclassification of social debt. These decreased from 8.5 million euros to 3.7 million euros.

The main reason for this is recoverable VAT of 4.2 million euros in 2021, where the VAT payable in 2022 is 5 million euros, due to the extra sales invoicing in December of operating costs and investment expenditure to water companies to the value of 67.3 million euros including VAT.

SHORT-TERM INVESTMENTS AND CASH

In view of the low interest rates during 2022, cash was mainly kept in the savings account. The amount of cash was kept as low as possible to avoid incurring negative interest.

DEFERRED CHARGES AND ACCRUED INCOME

The item purchases of Flemish Environment Agency assets with equity covers the component of the receivable arising from assets acquired by Aquafin from the Flemish Environment Agency since 2010 (for more information on this, see under Tangible assets –purchases of Flemish Environment Agency assets). Aquafin finances these purchases partially with external funds and partially with equity. Purchases using equity are not invoiced to the water companies, but will be invoiced all at once should the Management Agreement –- entered into on a rolling basis for 20 years – come to an end. The resulting receivable is increased annually by 1/20th of the acquisition price of the assets and recorded under accrued income.

44 Annual Report BE GAAP 2022
IN THOUSANDS OF EUROS DEFERRED CHARGES AND ACCRUED INCOME 2022 2021 Purchases of Flemish Environment Agency assets with equity 36,794 33,677 Accrued interest - management of interest rate risk 3,586 10,758 Other costs to be transferred 1,917 2,250 Municipal projects 1,493 1,643 Negative interest charges to be transferred 770 101 Accrued revenue 676 808 45,236 49,237 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Aquafin uses interest rate hedging instruments to hedge the interest rate risk on certain loans, in line with the policy approved by the Board of Directors. In order to enable the results of the hedging to be measured, a benchmark is set for each hedging strategy. Where the interest charges for the benchmark are lower than the total of the interest charges for the underlying loan and the fixing of the associated hedging instruments, this difference is recorded as a financial charge. Since the interest rate is fixed six months before the payment date, so that the deviation from the benchmark is also known and recorded, pro-rata entry takes place at the time of arrangement under accrued interest - management of interest rate risk. The financial charges, which represent the difference between the interest charges for the loan and the benchmark and are recorded in the result as an interest correction for the management of the interest rate risk, are also recorded on a pro rata basis under deferred charges and accrued income.

Other costs to be transferred are costs incurred by Aquafin in 2022 but relating fully or partially to 2023. These mainly relate to maintenance contracts, licence fees or prepaid rent or interest.

Under the contracts with the municipalities, Aquafin assumes responsibility for transport services (cf. Tangible assets – municipal activities) for which a payment system can be designed at the request of the municipalities. The municipal projects item reflects the positive difference between depreciation on municipal projects and the repayment part of the underlying loans invoiced to the municipalities. This balances out charges and income in the interim.

Negative interest charges to be transferred relate to the interest applying to issues of commercial paper. Due to Aquafin’s good rating and the negative short-term interest rates, these issues are placed at negative interest rates. As this is still debt with associated financing costs rather than an investment with associated financing revenues, these interest charges are deducted from the financing costs.

Accrued revenue includes the 2022 profit under a partnership for municipal sewerage activities between Aquafin and De Watergroep called Riopact. In this, both parties cede 50% of their result to each other. Aquafin ended the financial year with a profit of 1.3 million euros and De Watergroep achieved a result of 52 thousand euros. Profit distribution is processed as a credit note for 1.3 million euros to be prepared and payment of 676 thousand euros to be received.

EQUITY

Aquafin’s capital currently stands at 298 million euros. The capital consists of 1,001,613 shares, which are unlisted, and is fully paid-up.

Following the revaluation of Dijkstraat and Ingberthoeveweg, a revaluation surplus of 1.8 million euros was recorded in 2021.

The reserves consist of the legal reserve and the available reserves.

The legal reserve is topped-up annually until it reaches a level equal to 10% of the capital. In accordance with Article 7:211 of the Companies Code, 5% of the after-tax profit is added to the reserve annually.

If the General Meeting accepts the proposed appropriation of profits for the 2022 financial year, the legal reserve will be increased by 253 thousand euros to 16,100 thousand euros and the remaining profit of 595 thousand euros added to profit carried forward.

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About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

INVESTMENT GRANTS

In 1992, Aquafin received a notice from the Belgian Accounting Standards Board granting permission to interpret the investment grants item differently from the usual interpretation. This item reflects the difference between the repayment and depreciation periods for delivered supra-municipal projects. Since the rate of repayment for these projects does not always correspond exactly to the rate of depreciation, a mismatch arises between charges and related income.

The land acquired by Aquafin is not depreciated and is repaid immediately.

We note that all items have increased apart from construction engineering. Up to 2008, construction engineering was invoiced over 15 years and depreciated at 33 years. As of 2009, the construction engineering category is invoiced over 30 years and the repayment term for the outstanding amounts adjusted, halving the annual invoice amount. This means that in time more and more projects will be invoiced in full and only depreciated so that the amount reduces.

The difference between the repayment and depreciation periods is broken down as follows:

IN THOUSANDS OF EUROS

PROVISIONS FOR LIABILITIES AND CHARGES

The main changes in the provisions for liabilities and charges can be broken down into those for personnel-related costs, sludge buffers and possibly rejected operating costs.

In 2022, rejected operating costs were reclassified from Amounts receivable within 1 year to Provisions for liabilities and charges.

The provision for supra-municipal project costs (4,725 thousand euros) relates firstly to risks for works in progress and projects that cannot be delivered due to delayed/postponed execution of municipal projects because they would generate an insufficient return as yet (4,082 thousand euros). Secondly, provisions are made in relation to the deduction of project costs recorded after delivery, known as subsequent costs (643 thousand euros).

Possibly rejected operating costs are operating costs where there is a possibility of them not being reimbursed according to the management agreement. In 2022, an existing provision of 363 thousand euros relating to the financial years 2017 to 2019 was reclassified from Amounts receivable within 1 year to Provisions for liabilities and charges and an additional provision of 632 thousand euros was made.

BETWEEN THE REPAYMENT AND DEPRECIATION PERIODS

46 Annual Report BE GAAP 2022
2022 2021 Construction engineering 576,133 599,723 Land 101,083 99,337 Flemish Environment Agency assets 53,532 48,571 Electromechanics 33,178 32,739 Other 15,922 12,948 Easements 10,866 10,630 790,714 803,948 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance
DIFFERENCE

IN THOUSANDS OF EUROS

Specifically 532 thousand euros relates to the payment for transport and processing costs due to the shutting down of the dryer from Leuven and the switching from gas to fuel oil in Houthalen within the gas shutdown plan initiated by Flanders.

Provision is made for legal disputes based on a reasonable estimate of the claim where it is probable that Aquafin may lose the case. As at 31 December 2022, the provision for legal disputes amounted to 286 thousand euros for 66 disputes. In 2022, we recorded 15 new cases and 30 files could be closed.

As advised by the accounting standards, every year, provision is made for the processing costs of the sludge in the buffers. These are the provisions for sludge buffers

Provision for bridging pensions has decreased by 146 thousand euros. This is partly because fewer employees qualify for this scheme due to stricter government regulations, and partly because the gap between SWT (bridging pension) and actual pension narrows each year for those who remain eligible for this.

AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR, INCLUDING THE CURRENT PORTION

An additional sum of 190 million euros was allocated in 2022 to finance our supra-municipal investment expenditure, whose repayment by the water companies is spread. The resulting allocation ratio, in which the remaining claims against the water companies are set against financial debt under the allocation agreement, stands at 1.19 (this must always be greater than one) at the end of the current financial year.

For our day-to-day business operations, Aquafin relies firstly on medium-term finance so as to limit interest rate movements, and secondly on short-term loans and commercial paper so as to be able to respond to fluctuations in work in progress for investment projects. The amount of these general-purpose bank borrowings decreased due to the repayment of 3 bullet loans totalling 45 million euros and a smaller repayment of 487 thousand euros as provided for in the repayment schedule.

At the request of the municipalities, a payment system can be designed with regard to our municipal activities. No new longterm finance was taken up in this respect in 2022. The reduction is due to repayments.

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PROVISIONS FOR LIABILITIES AND CHARGES 2022 2021 Supra-municipal project costs 4,725 4,725 Possibly rejected operating costs 2017-2022 995 0 Other 831 567 Legal disputes 286 232 Sludge buffers 233 110 Bridging pensions 126 272 Insurance claims 0 0 7,196 5,906 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

FINANCIAL DEBTS PAYABLE WITHIN ONE YEAR

The short-term financing was used primarily to fund work in progress before delivery. Within the commercial paper programme worth 500 million euros, of which 440 million euros are available for short-term finance, 110 million euros of this debt security were outstanding as at 31 December 2022. The outstanding balance depends on various factors and is only a snapshot. However, the increase can largely be attributed to the repayment of a tranche of 25 million euros of a bilateral loan of 100 million euros taken out at the end of 2021.

For the purpose of the management of the interest rate risk, fixing always takes place six months before the payment date. During this period, the balance of debts and receivables resulting from these fixings is recorded as a short-term financial debt. The decrease is due to the short-term interest rate that became positive again during the course of 2022. In swap contracts, Aquafin is the receiving party of this floating rate and the payer of the long-term interest rate. In a period of negative interest rates, Aquafin has to pay the negative floating leg too on account of certain modalities.

As at 31 December 2022, under the existing credit lines worth 485 million euros – including the syndicated loan – as at 31 December 2021, a straight loan for 3.7 million euros was in place to finance municipal work in progress.

TRADE DEBTS

Invoices to be received includes estimates for goods and services already provided, the invoice for which has not been received or processed yet. The difference of 9.7 million euros between the two financial years is mainly due to the fact that the provision for certificates of practical completion received – for which no invoice was available yet – increased by 3.7 million and the provisions for electricity and gas and insurance increased by 1.5 million and 1 million euros, respectively due to increased energy prices. There are also a number of other provisions for IT, telecoms, communication, security materials and HR.

There is no significant change in supplier debts year on year.

48 Annual Report BE GAAP 2022
IN THOUSANDS OF EUROS AMOUNTS PAYABLE AFTER MORE THAN ONE YEAR 2021 new loans repayments 2022 Bank borrowings – under allocation 1,787,423 190,000 -113,583 1,863,840 Bank borrowings - general purpose 399,967 0 -45,487 354,480 Long-term commercial paper 70,000 0 -10,000 60,000 Other loans 329,967 0 -35,487 294,480 Bank borrowings - municipal activities 20,314 0 -2,638 17,676 2,207,704 190,000 -161,708 2,235,996 IN THOUSANDS OF EUROS FINANCIAL DEBTS PAYABLE WITHIN ONE YEAR 2022 2021 Commercial paper 110,000 69,000 Fixings - management of interest rate risk 4,863 14,810 Credit lines 3,705 2,005 118,568 85,815 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

The item credit notes to be prepared - water companies reflects the difference between the budget estimates for operating costs – estimates on which the advance invoices to the water companies are based – and Aquafin’s final invoice, based on services actually performed and settlement of the remuneration model for operating costs. In 2022, the final settlement of accounts for the 2021 remuneration model resulted in a further invoice for 11 million euros (see Trade debtors). The balance comprised a maximum permissible reserve set up by Aquafin to carry out the restructurings in the interest rate management programme.

The other item includes firstly a reclassification between assets and liabilities of customers with a credit balance and suppliers with a balance owing to Aquafin (1.5 million euros). Secondly, this includes a provision for credit notes to be prepared for the Flemish Region and De Watergroep among others regarding the settlement of profits within Riopact (1.4 million euros combined). In this, both parties cede 50% of their result to each other. Aquafin ended the financial year with a profit of 1.3 million euros and De Watergroep achieved a result of 52 thousand euros. Profit distribution is processed as a credit note for 1.3 million euros to be prepared and payment of 676 thousand euros to be received (see also Accrued revenue).

ADVANCES RECEIVED ON CONTRACTS IN PROGRESS

The services provided and invoiced by Aquafin for municipal customers which are not yet completed are included under the heading of advances received on contracts in progress and evolve along the same lines as contracts in progress

TAXES, REMUNERATION AND SOCIAL SECURITY

Outstanding liabilities with respect to taxes relate to payable corporate tax, VAT payable, regional, provincial and municipal taxes and levies.

The item Taxes, remuneration and social security increased by 16.1 million euros to 24.6 million euros. The main reason for this is the VAT payable: in 2022, the balance of the VAT payable was 5.1 million euros due to the extra invoicing, in December, of operating costs and investment expenditure to water companies to the value of 67.3 million euros including VAT. In 2021, there was still recoverable VAT of 4.2 million euros:

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IN THOUSANDS OF EUROS TRADE DEBTS 2022 2021 Invoices to be received 39,799 30,068 Supplier debts 39,342 38,700 Credit notes to be prepared - water companies current financial year 37,771 2,692 Other 2,926 2,406 119,838 73,866 IN THOUSANDS OF EUROS TAXES, REMUNERATION AND SOCIAL SECURITY 2022 2021 Regional, provincial and municipal taxes and levies. 6,005 5,112 VAT payable 5,061 0 Remuneration and social security 13,576 11,032 24,642 16,144 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

In the context of the payment of holiday pay in 2023, acquired based on performances from 2022, an additional provision was made as a result of the high wage index and growth in 2023. That is because holiday pay was accrued in 2022 and will be paid in 2023. As a result, the provision for holiday pay increased by 2.2 million euros compared to 2021.

The increase in the provision for group insurance is in line with the growth of the workforce.

OTHER AMOUNTS PAYABLE

The dividends payable are recognised here. If the General Meeting approves the proposed appropriation of profits, a gross dividend of 4,207 thousand euros will be paid to PMV on 18 April 2023.

ACCRUED CHARGES AND DEFERRED INCOME

Other accrued charges include 26.9 million euros of revenue to be carried forward. Since 2021, this item also includes budgets for Flanders already received but not yet allocated for the roll-out of the digitalisation programme Digital 4Us and for performing the role of Asset Manager for Flanders.

In 2022, these were cumulated to give 23.2 million euros and 2.8 million euros respectively. This income will be recorded as turnover in proportion to the related costs. The other elements are shown in the table below.

In addition, the other accrued charges item includes several bank charges such as the commitment fee payable and negative interest CP receivable which together amount to 28 thousand euros.

Accrued interest on loans includes interest on both short and longterm finance which is allocated to the relevant financial year on a pro rata basis at the time of arrangement. These increased significantly due to a rise in interest rates.

Transactions relating to the hedging of interest rate risks for the future period are also recorded under accrued charges and deferred income. Aquafin uses hedging instruments in particular to hedge the interest rate risk on certain loans. In order to enable the results of the hedging to be measured, a benchmark is set for each hedging strategy. If the interest charges for the benchmark are higher than the total of the interest charges for the underlying loan and the fixing of the associated hedging instruments, this difference is recorded in a revenue account.

50 Annual Report BE GAAP 2022
About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance IN THOUSANDS OF EUROS ACCRUED CHARGES AND DEFERRED INCOME 2022 2021 Other accrued charges 26,942 13,976 Accrued interest on loans 11,261 6,663 Accrued interest - management of interest rate risk 776 1,079 38,979 21,718 IN THOUSANDS OF EUROS 2022 2021 Revenue to be carried forward Digital4Us 23,155 11,949 Asset Management Vlaanderen 2,770 1,523 Gesubsidieerde Onderzoeksprojecten 909 323 IWTPs 75 53 Bank charges 28 69 Other 5 59 26,942 13,976

Since the interest rate is fixed six months before the payment date, so that the deviation from the benchmark is known and recorded, pro-rata entry takes place at the time of arrangement via accrued interest - management of interest rate risk. Because the short-term interest rate is no longer negative, Aquafin is again the receiving party of the floating legs of the swaps, benefiting performances compared with the benchmark.

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About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Notes to the income statement

The Management Agreement with the Flemish Region which contains provisions regarding Aquafin’s supra-municipal activities stipulates that Aquafin’s remuneration for supra-municipal activities is based on the rebilling of all reasonable costs, plus remuneration for the shareholder(s) based on the contribution to the company’s equity. This means that charges and income for these activities broadly mirror one another.

The reasonableness of the operating costs – excluding financing costs and excluding fluctuations in energy prices – is determined based on the so-called performance budget formula where Aquafin’s budget for operating costs is dependent on a number of parameters including assets and the pollution load treated and specific indices.

The difference between the result according to the performance budget formula on the one hand and the actual charges recorded for this financial year on the other has a positive impact of 1.1 million euros on the accounting result as at 31 December 2022.

TURNOVER

Aquafin realises the majority of its turnover from supra-municipal activities under the Management Agreement with the Flemish Region. Within this remuneration, a distinction can be made between payments relating to construction activities (investment costs) and payments relating to services (operating costs), which, in view of the constantly growing activities, evolve along the same lines.

IN THOUSANDS OF EUROS

Payments for operating costs concern invoicing for the budget set by the performance budget formula. The change in operating costs is due to the rise in the output parameters and indices for the remuneration model. This budget has increased due to an increase in activities: including the future delivery volume, the increase in assets and the pollution load treated. Rising energy prices are another important factor here.

The staggered invoicing of investment costs concern repayment for the sewage treatment infrastructure delivered. The repayment terms for this infrastructure take the expected life of the underlying assets into account.

The settlement of interest charges relates to the rebilling of the interest charges which are due to Aquafin’s prefinancing role.

Turnover also includes the rebilling of charges made for the clean-up of cross-regional waste water by the Brussels Region, via Hydria.

The remuneration for equity – the equity remuneration – is designed, with due regard for the risks taken, to ensure a minimum acceptable return for the shareholder(s). In 2022, the Flemish Region reduced the rate of return expected on equity capital from 3.5% to 1.95%.

Services rendered by Aquafin to the towns, cities and municipalities not covered by the Management Agreement resulted in a turnover of almost 95,8 million euros for 2022. In 2021, turnover was higher due to the optimisation of the delivery process.

52 Annual Report BE GAAP 2022
TURNOVER 2022 2021 Supra-municipal activities 520,613 468,588 Remuneration of operating costs 266,986 211,720 Staggered invoicing of investment costs 173,732 171,936 Settlement of interest charges 61,156 60,349 Settlement of Hydria contract 9,444 9,670 Remuneration - equity 9,295 14,913 Municipal activities 95,762 114,247 Netting of invoicing of investment costs after depreciation 13,476 10,986 Other 1,067 993 630,918 594,814 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Due to a timing difference between the depreciation and rebilling of supra-municipal investments – as explained under the investment grants item – a correction is made to the result in order to bring the depreciation into line with the related turnover.

CHANGES IN CONTRACTS IN PROGRESS

This item reflects the change in the item stocks and contracts in progress on the asset side of the balance sheet, current period versus previous period.

Under the completed contract valuation method, a project is not recognised on the income statement until the project is fully completed. This heading reflects the growth of purchases linked to commercial projects not yet delivered. The increase is due to the relatively constant refilling of the order book and the sharp increase in contracting costs due to the war in Ukraine among other things.

OTHER OPERATING INCOME

Other operating income rose by 965 thousand euros year on year.

In 2022, similarly to previous years, an exemption was obtained from income tax deducted at source concerning research and development activities for the 2021 financial year. 2.3 million euros were recovered which is in line with the amount recovered in the 2021 financial year.

Other operating income also includes primarily recovery of costs that cannot be treated as part of normal sales. The main increases relate to activities within structural maintenance (392 thousand euros), subsidies for solar panels (101 thousand euros), dewatering (148 thousand euros) and green energy certificates (130 thousand euros).

RAW MATERIALS, CONSUMABLES AND GOODS FOR RESALE

The main items under this heading are shown below.

The increase of almost 40% compared with 2021 is mainly the result of high electricity and gas prices in 2022.

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IN THOUSANDS OF EUROS STOCKS AND CONTRACTS IN PROGRESS Balance Sheet Impact on result 2022 2021 change Capitalised other costs 167,005 144,103 22,902 Capitalised personnel costs 28,639 23,253 5,386 195,644 167,356 28,287 IN THOUSANDS OF EUROS RAW MATERIALS, CONSUMABLES AND GOODS FOR RESALE 2022 2021 Energy costs for operating activities 85,030 42,249 Costs of removal of sludge, sand and screenings 27,909 27,693 Chemicals for water and sludge treatment 14,016 10,963 Mechanical, electrical and architectural maintenance 12,703 12,378 Other 12,477 12,774 Operation by the Brussels Region (Hydria) 9,444 9,670 161,579 115,727 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Compared with 2021, energy costs increased by 42.8 million euros – which means that they almost doubled – in spite of the 6% reduction in electricity consumption at high-voltage WWTPs (75% of the total consumption) compared with 2021.

After an exceptional year with heavy rainfall in 2021, the amount of sludge production returned to normal again and dropped slightly from 101,000 tonnes of dry matter in 2021 to 94,300 tonnes of dry matter in 2022. The relative increase in the cost per tonne of dry matter is mainly due to the high price increases and shortage of raw materials, and the shutdown of the dryers in the fourth quarter in order to reduce gas consumption and thus contribute to the minimum availability of gas for households in Flanders. In addition, there was then another downturn in sludge production in the summer period so extreme that we had to shut down 2 dryers.

We also see a strong increase in the case of Chemicals due to the extreme price increases on the market.

SERVICES AND OTHER GOODS

87% of the increase under this heading is due to the increase in costs relating to municipal activities such as consultancy and contracting costs which saw an increase compared with 2021 of 25 million euros or 40%. This increase is due to the expansion of the portfolio in conjunction with price increases on the market.

Although this increase is very high, it has a limited impact on the result. This is because these costs are neutralised via contracts in progress on the balance sheet and are not recognised on the income statement until the project or service is fully completed.

The remaining increase (+3.6 million euros or an increase of 6%) has been recorded within the supra-municipal activities and relates, among other things, to fees for legal support provided during the process towards a new cooperation agreement with Flanders and laboratory and research costs because the contract for sampling and analyses has been carried out by Aquafin instead of VMM since 2022. In addition, there were increases within vehicle leasing costs and IT support.

REMUNERATION, SOCIAL SECURITY COSTS AND PENSIONS

The increase in personnel costs follows the increase in the workforce from 1,094 FTEs to 1,110 FTEs. This increase is in line with the growth of the infrastructure operated and developed by Aquafin, at both municipal and supra-municipal level.

Holiday pay was accrued in 2022 and will be paid in 2023. In view of the high wage index, an additional provision for holiday pay of 1.6 million euros was made in 2023. This was included under Salaries and direct social benefits

54 Annual Report BE GAAP 2022
IN THOUSANDS OF EUROS REMUNERATION, SOCIAL SECURITY COSTS AND PENSIONS 2022 2021 Salaries and direct social benefits 70,786 64,919 Employer’s social insurance contributions 18,662 17,468 Employer's premiums for non-statutory insurance 6,303 5,612 Other personnel costs 2,059 1,964 97,810 89,963 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

DEPRECIATION AND OTHER AMOUNTS WRITTEN OFF ON FORMATION EXPENSES, INTANGIBLE AND TANGIBLE FIXED ASSETS

Depreciation can be subdivided into the four headings above. Given the steady expansion of Aquafin’s assets – the value of Aquafin’s assets continues to increase year on year – the depreciation on Plant, machinery & equipment also increased.

By contrast, the depreciation on buildings decreased in 2022, mainly due to an exceptional depreciation in 2021 of the head office in the context of its renovation, to the value of 0.7 million euros.

AMOUNTS WRITTEN DOWN ON STOCKS, CONTRACTS IN PROGRESS AND TRADE DEBTORS – PROVISIONS FOR LIABILITIES AND CHARGES

The table below shows the connection with changes to the related balance sheet accounts. The main changes are explained above in the notes to the balance sheet items.

In 2022, the provision for Receivables Management Agreement was transferred to Provisions for liabilities and charges (363 thousand euros). In addition, a number of balance sheet positions were reversed without any impact on the result since full provision had already been made for the outstanding receivables in the past. Provisions for liabilities and charges have already been discussed in relation to the balance sheet positions concerned.

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OF EUROS
ASSETS 2022 2021 Plant, machinery & equipment 195,787 191,248 Buildings 1,025 1,808 Furniture and vehicles 550 585 Other 23 67 197,385 193,708 IN THOUSANDS OF EUROS AMOUNTS WRITTEN DOWN ON STOCKS, CONTRACTS IN PROGRESS Balance Sheet Impact on result AND TRADE DEBTORS 2022 2021 change Receivables - Management Agreement 0 374 -374 Receivables - municipal activities 2 8 -6 Receivables - industry 37 37 0 39 418 -380 PROVISIONS FOR LIABILITIES AND CHARGES 2022 2021 change Supra-municipal project costs 4,725 4,725 0 Possibly rejected operating costs 995 0 995 Severance payments 831 567 264 Sludge buffers 233 110 123 Legal disputes 286 232 53 Bridging pensions 126 272 -146 Insurance claims 0 0 0 7,196 5,906 1,290 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance
IN THOUSANDS
DEPRECIATION AND OTHER AMOUNTS WRITTEN OFF ON FORMATION EXPENSES, INTANGIBLE AND TANGIBLE FIXED

OTHER OPERATING CHARGES

This heading mainly covers direct taxation and taxes levied on Aquafin’s installations. This mainly comprises property tax and regional, provincial, municipal and environmental taxes which together amount to 5.0 million euros.

In addition, this item contains the cover for the residual balances relating to invoices to be prepared for operating costs for the financial years 2018-2021 (0.8 million euros) and energy fund costs not accepted for 2021 and 2022 (0.3 million euros).

In 2021, the deficit on the performance budget was also included under Other operating charges which was no longer applicable in 2022.

FINANCIAL CHARGES AND INCOME

This heading covers interest charges on short- and long-term financing, charges and income relating to active interest rate management and the commitment fee for Aquafin’s credit lines.

Both the short- and the long-term interest rates have risen since the beginning of 2022 but through active management of the interest rate risk, Aquafin is able to keep its financing costs well under control.

The decrease in both income and costs is due to the lower amount of restructurings of hedges required which also had a lower market value than in 2021.

56 Annual Report BE GAAP 2022
IN THOUSANDS OF EUROS OTHER OPERATING CHARGES 2022 2021 Direct taxation and taxes 5,034 5,122 Residual balances for invoices to be prepared for operating costs 2018-2021 800 0 Other 551 431 Energy fund costs not accepted 269 286 Deficit on the performance budget 0 2,856 6,654 8,695 IN THOUSANDS OF EUROS FINANCIAL CHARGES AND INCOME 2022 2021 Financial income Positive interest rate management 16,966 36,601 Commitment fee 56 1 Other 14 36 Financial charges Interest costs -59,127 -58,891 Negative interest rate management -16,867 -36,364 Other -2,198 -1,732 -61,156 -60,349 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

NON-RECURRING FINANCIAL INCOME AND CHARGES

This comprises the adjustment of the loss recorded for the participating interest in Aquaplus. The valuation in Aquafin’s books is adjusted annually based on Aquaplus’ equity. In 2022, the method of recognising profits or losses on projects changed from percentage or completion to completed contract. According to the old valuation method, Aquaplus had closed with a positive result of 122,000 euros which reflects the healthy financial position of this subsidiary but according to the new valuation method, Aquaplus finished with a negative result of 39 thousand euros. The reason for this is that the historical margin of the projects not yet delivered was reversed and will only be recognised as a profit or loss at the time of delivery. As a result, an additional loss of 39 thousand euros on the participating interest was recognised in Aquafin.

Proposal

INCOME TAXES

Corporation tax on the result amounts to 3.0 million euros. Specifically 4.1 million tax owed for the 2022 financial year and an adjustment of 1.1 million euros for the 2021 financial year.

to the General Meeting

Taking into account the profit after taxes, the profit available for appropriation amounts to 5,054,305.39 euros:

• transfer to the legal reserve: 252,715.27 euros

• transfer to the other reserve: 0 euros

• dividends: 4,206,774.60 euros

• profit carried forward: 594,815.52 euros

If the General Meeting approves the proposed appropriation of profits, a gross dividend of 4.2 euros per share will be paid to PMV on 18 April 2023.

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IN THOUSANDS OF EUROS NON-RECURRING FINANCIAL INCOME AND CHARGES 2022 2021 Non-recurring financial income 0 112 Non-recurring financial charges -39 0 -39 112 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Extra information

Annual Report BE GAAP 2022 58 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Hedge accounting

In view of the level and the term of Aquafin’s long-term debt, in 2006, the Board of Directors agreed to manage the interest rate risk actively. The framework stipulates that the interest rate risk associated with borrowings may be hedged as follows:

a) Long-term debt (initial maturity of more than 10 years)

• a maximum of 10% of the long-term debt may have an unlimited floating rate;

• a maximum of 35% of the long-term debt may be floating, but with interest costs being limited (via caps).

• a minimum of 65% of the long-term debt must have a fixed rate.

b) Medium-term debt (initial maturity of 1-10 years)

• a maximum of 50% may be hedged

c) Short-term debt

• not hedged

d) Budgeted long-term debt

• 50% may be hedged (maximum 5 years forward)

Each hedging transaction is fully documented on arrangement and linked to a (budgeted) underlying loan.

The table below shows the distribution of the outstanding debt for long and medium-term loans based on the type of rate, hedged or otherwise.

The figures confirm the trend that had emerged which was not to leave interest floating for the long term in times of (extremely) low interest rates but rather to lock it in via a fixed-rate loan or a swap. The market conditions were not opportune for setting up collars without additional cap funding as a result of which more and more swaps or fixed-rate loans were taken out. The share in financing hedged with collars (caps and floors) also decreased further due to the redeeming character of the underlying loans on the one hand and the exercising of optional break clauses which were subsequently hedged again with a swap on the other hand.

The market value of the instruments used to hedge the interest rate risk amounted to +43 million euros at 31 December 2022, an increase of no less than 338 million euros compared with a year ago. This is mainly due to a rise in short- and long-term rates.

Cash flows relating to interest rate hedging instruments form part of the interest cost in accordance with the provisions of the Management Agreement.

59 IN THOUSANDS OF EUROS DISTRIBUTION OF THE OUTSTANDING DEBT 2022 2021 Fixed rate 2,075,579 1,918,121 Floating rate (hedged with caps and floors) 69,167 108,750 Floating rate 91,250 180,833 2,235,996 2,207,704 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Pension liabilities

There are two types of pension plans within the company.

Employees joining before 1 January 2007 have a defined benefit plan. Employees joining after 1 January 2007 have a defined contribution plan.

These ‘life and death in service plans’ are managed by AG Insurance NV. They are underwritten in the form of a group insurance scheme managed for each individual member.

Every employee with a temporary or permanent contract is signed up for the ‘survival’ and ‘death’ cover immediately upon joining the company.

For the current population of employees, the upper age limit of the plan is 65 years (the first day of the month following the 65th birthday). If a member remains in the employer’s service after the specified end date, this is postponed for successive periods of one year.

All of the contributions are at the expense of the employer.

No problem of underfunding arises for the group insurance. For both plans, the balance of the financing fund is considerably larger than the shortfall on the contract for active members and ‘sleepers’ (former employees who have left the amount of their supplementary pension in the plan).

Cash flows

The cash flow table shows the cash flows for 2022 compared with 2021.

The cash flow table shows significant changes in operating activities.

There is an increase in net outgoing operating and investment cash flow of 37.4 million euros. Payments to suppliers and Investments increased due to the acceleration initiated in order to enable the delivery of investment projects to be maximised in the next few years.

In 2022, long-term finance totalling 190.0 million euros was taken up (including refinancing). This is set against repayments amounting to 161.7 million euros. On balance this gives an increase in long-term finance of 28.3 million euros. Short-term debt increased by 32.8 million euros. This amount can be divided into 41.0 million euros more outstanding commercial paper, a higher volume of straight loans amounting to 1.7 million euros and 9.9 million euros less debt due to fixings of interest rate hedging contracts.

Annual Report BE GAAP 2022 60 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance
61 IN THOUSANDS OF EUROS CASH FLOW TABLE 31-12-2022 31-12-2021 OPERATING & INVESTING ACTIVITIES Payments to suppliers -255,262 -234,837 Investments -278,128 -206,905 Payments to employees -95,266 -88,957 Revenue from customers 604,107 549,635 Corporate tax paid 2,956 -3,135 Net operating & investment cash flow -21,593 15,801 FINANCING ACTIVITIES Interest paid -78,192 -96,954 Interest revenue 17,036 36,605 New disbursements & repayment of debt 61,045 45,169 Revenue from capital increase 0 0 Dividends paid -4,507 -9,234 Other investment transactions (net) 21,250 9,754 Net financing cash flow 16,632 -14,660 Net total cash flow -4,961 1,141 Short-term investments and cash at the start of the period 14,515 13,374 Short-term investments and cash at the end of the period 9,554 14,515 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

Green Finance Framework report on 31/12/2022

In April 2020, Aquafin published a new Green Finance Framework. In this way, we offer investors structured information about the ecological impact of our projects. The Green Finance Framework is available to view at www.aquafin.be. The annual reporting can also be found on the website, but is also contained in this section of the annual report.

Annual Report BE GAAP 2022 62 IN THOUSANDS OF EUROS ASSETS 31-12-2022 31-12-2021 21/28 Fixed assets 3,515,038 3,434,319 22/27 Property, Plant and Equipment 3,511,496 3,430,752 22 Land and buildings Green 257,680 237,645 23 Plant, machinery and equipment 2,879,657 2,860,090 23 VMM assets Green 130,215 145,219 23 Hydronaut Non-Green 26,397 26,348 23 Invest. in HQ & Operations Non-Green 9,196 9,161 23 WWTI - delivered Green 2,697,322 2,660,756 23 Municipal Green 16,121 18,606 23 Overflow monitoring network Green 405 0 24 Furniture and rolling stock Non-Green 1,947 859 25 Leasing and other similar rights Non-Green 0 0 26 Other tangible assets Non-Green 0 22 27 Assets under construction and advance payments Green 372,212 332,135 28 Financial fixed assets Niet-Groen 3,542 3,567 280/1 Affiliated enterprises Non-Green 3,443 3,482 284/8 Other financial fixed assets Non-Green 99 85 29/58 Current assets Non-Green 348,379 281,764 3 Stocks and contracts in progress 195,644 167,356 37 Contracts in progress Non-Green 195,644 167,356 40/41 Amounts receivable within one year 97,945 50,656 40 Trade debtors Non-Green 94,208 42,093 41 Other amounts receivable Non-Green 3,737 8,563 50/53 Short-term investments 1 1 50 Other investments Non-Green 1 1 54/58 Cash 9,553 14,514 55 Cash Non-Green 9,553 14,514 490/1 Accruals and deferrals 45,236 49,237 490/1 Accrued charges and deferred income Non-Green 45,236 49,237 Total green assets 3,473,956 3,394,362 Total non-green assets 389,462 321,721 Total assets 3,863,417 3,716,083 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

1 Source: VMM, figure from April 2022, no update available when the annual report was published.

63 IN THOUSANDS OF EUROS GREEN BUFFER 31/12/2022 3,863,417 389,462 3,473,956 776,250 2,697,706
Metric Explanation 31-12-2022 31-12-2021 Metric 1 Annual amount of waste water treated to appropriate standards (m³/year) 693.3 million m³ 868.2 million m³ Metric 2 Annual volume of sludge treated (dewatered, digested without 106,228 tonnes 114,046 tonnes biogas extraction) of dry matter of dry matter Metric 3 Annual amount of digested sludge with biogas recovery 57, 603 tonnes 55,023 tonnes of dry matter of dry matter Metric 4 Percentage of Flemish households connected to a waste water treatment plant1 86.04% 86.04% Metric 5 Energy: 5.1. Total yearly energy consumption - In MWh 204,701 MWh 217,427 MWh - In kWh / m³ of treated waste water 0.29 kWh/m³ 0.25 kWh/m³ 5.2. Total yearly production of renewable energy - Biogas used in sludge dryers 1,950,000 Nm³ 2,829,588 Nm³ - Production of green electricity from biogas 11,745 MWh 10,272 MWh - Production of green electricity from solar panels and wind turbines 8,394 MWh 5,915 MWh - Production of biomethane from biogas 3,547 MWh 756 MWh - Production of sludge pellets as a renewable energy source 30,851 tonnes 33,820 tonnes Metric 6 Technical performance of the WWTPs 6.1 Effluent: removal of nitrogen (min. 75%) 84.83% 81.22% 6.2 Effluent: removal of phosphorus (min. 75%) 85.86% 84.24% 6.3 Percentage of WWTPs compliant with Flemish and European norms 99.38% 96.28%
IMPACT
About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance Total assets Excluded assets Green assets Existing green liabilities Green buffer

Corporate governance statement

CORPORATE GOVERNANCE AT AQUAFIN

Aquafin’s Corporate Governance Charter defines the rules and principles based on which corporate governance is organised within the company. In line with the Belgian Corporate Governance Code originally published in 2004, the Board of Directors approved the first charter on 26 January 2006. Following the publication of the Belgian Corporate Governance Code in 2009 and general developments in the area of corporate governance, the charter has since been reviewed several times and adapted in line with the changes occurring, where necessary.

By resolution of the Extraordinary General Meeting of 8 December 2020, the company’s articles of association were brought into line with the requirements of the new Companies and Associations Code. The new Belgian Corporate Governance Code also came into force in 2020. The Board of Directors has revised the charter to bring it into line with the Belgian Corporate Governance Code 2020 and the new Companies and Associations Code. The Board of Directors approved this new charter on 22 January 2021.

The latest version of the charter is available at Corporate Governance Statement | Aquafin

The latest composition of the Board of Directors can also be found on the website, as well as in the Belgian Official Journal.

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NOTES ON DEVIATIONS FROM THE CODE

Aquafin applies the provisions of the Belgian Corporate Governance Code. The provisions of the code are deviated from in certain cases, according to the specific requirements and characteristics of the company. Further details of the provisions of the Code with which the company does not comply are given below.

• 5.6 The term of the mandate should not exceed four years Aquafin complies with the provisions of the articles of association, which stipulate that a mandate may be for a maximum of six years and is renewable.

• 7.6 Non-executive board members should receive part of their remuneration in the form of shares.

In view of Aquafin’s special situation in which all shares are held via Participatiemaatschappij Vlaanderen by the Flemish Region, this rule is not followed.

• 7.9 The Board of Directors should set a minimum threshold of shares to be held by members of the executive management. In view of the exception in point 7.6, this rule does not apply.

• 8.7 The Board of Directors should debate whether it would be appropriate for the company to enter into a relationship agreement with the significant or controlling shareholders. In view of the exception in point 7.6, this rule does not apply.

• 8.8 and 8.9 Institutional investors. In view of the exception in point 7.6, this rule does not apply.

65 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

KEY FEATURES OF THE COMPANY’S INTERNAL CONTROLS AND RISK MANAGEMENT SYSTEMS IN RELATION TO FINANCIAL REPORTING

The Board of Directors is responsible for approving and evaluating the existing systems of internal control and risk management.

Internal control environment

The Audit Committee plays a key role in the operation of the internal control system and in particular the financial reporting process. The tasks of the Audit Committee include:

• overseeing the integrity of the financial information;

• evaluating the systems for internal control and risk management set up to ensure that the main risks (including the risks relating to conformity with existing legislation and regulations) are suitably identified, managed, and reported;

• monitoring the activities of internal audit and the effectiveness and performance of the audit function;

• monitoring the statutory audit of the annual accounts, including follow-up of recommendations made by the statutory auditor.

• monitoring the accounting team responsible for recording income and expenses in the accounts and preparing the reports

• monitoring the controlling team responsible for reviewing and declaring fluctuations (both timewise and with respect to the budget)

• monitoring the Finance management team, together with the accounting team, responsible for the final review of the financial information and the preparation and presentation of the financial statements.

Risk management

The management team is also aware of the importance of the good operation of the internal control system and risk management. Risk-related matters are a permanent item on the agenda and discussed at the weekly meetings.

A range of control measures are implemented in all departments as part of risk management. These control measures comprise policies, procedures, specified signing authorities, segregation of duties, built-in early warning indicators, management reporting, actual/budget comparison and so on.

New or amended legislation is noted and communicated. At the same time, the necessary steps are taken to comply with it. Processes and procedures are updated if necessary.

Since 2015 the company has held ISO 55001 certification. Inherent in this standard is management based on risks and opportunities. In this context, the risk matrix is an objective tool.

Critical performance indicators are defined, which are used as a measurement tool but also as a reporting system.

COMPOSITION AND FUNCTIONING OF THE MANAGEMENT BODIES AND COMMITTEES

Board of Directors

The company has adopted a single-tier structure, in which the company is governed by the Board of Directors. The Board of Directors is the company’s highest decision-making body and is authorised to perform all actions required or necessary to achieve the company’s objects, with the exception of those actions that are reserved for the General Meeting, by law or by the articles of association.

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Naam Type of directorship/Independent/(Non-)executive End

Alain Bernard Non-independent, non-executive

Marleen Evenepoel Independent, non-executive

Koen Helsen Independent, non-executive

Renaat De Sutter Independent, non-executive

Jozef Wittouck Independent, non-executive

Dirk Lybaert Independent, non-executive

Jochen Bultinck Independent, non-executive

Katrien Desomer Independent, non-executive

Katrijn Faket Independent, non-executive

Nathalie Heremans Independent, non-executive

Caroline Craenhals Independent, non-executive

• Composition

The composition of the Board of Directors was changed in 2022. Katrijn Faket resigned as a director in the 3rd quarter. The Board of Directors co-opted Caroline Craenhals as a director. Her directorship started on 25 November 2022.

Aquafin’s Board of Directors comprises ten members appointed by the General Meeting. All members are non-executive directors. Nine directors are independent based on the criteria of Article 7:87(1) of the new Companies and Associations Code and provision 3.5 of the Belgian Corporate Governance Code 2020. Consequently, the Board of Directors complies with provision 3.4 of the Corporate Governance Code 2020 which states that at least three members of the Board of Directors should be independent (please note that this does not refer to independence in the definition from the Administrative Decree but only in application of the Companies Code).

Until the end of June 2022, the Board of Directors was assisted by the corporate projects director, as a temporary replacement for the head of legal affairs, in the capacity of secretary of the company. During the second half of the year, this position was occupied by the new head of legal affairs

• Functioning

2023

During 2022, the Board of Directors met six times. There were two meetings at which one director was absent and two meetings at which two directors were absent. This represents average attendance of 91%.

BOARD OF DIRECTORS - ATTENDANCE

As well as exercising the powers defined in the charter, the Board of Directors once again paid close attention to the subjects of safety and well-being during the last financial year.

During each meeting, the directors were informed of occupational accidents which had occurred in the period under review. Work continued towards setting up a long-term safety programme with the ultimate goal of zero occupational accidents.

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Number of Meetings Percentage Jochen Bultinck 5 84% Katrien Desomer 6 100% Renaat De Sutter 6 100% Katrijn Faket 1 17% Koen Helsen 6 100% Alain Bernard 6 100% Dirk Lybaert 6 100% Jozef Wittouck 6 100% Marleen Evenepoel 5 84% Nathalie Heremans 6 100% About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

The various long-term, annual and permanent objectives were also reviewed in order to realise Aquafin’s vision within the context of the corporate values and the policy around corporate social responsibility.

The impact of the Flemish Coalition Agreement with the new coordinating role for Aquafin with respect to the sewer operators and municipalities was discussed further. It emerged from the negotiations around the new cooperation with the Flemish Environment Agency that the decree (the Water Code) needed to be amended. This took place in 2022. The text of the new cooperation agreement was finalised, approved and came into effect in January 2023.

The implementation of Aquafin’s long-term strategy for sludge treatment was also covered with plans for a full review of sales by 2026.

Some time ago, the Board of Directors approved a strategy focussing on recovery of raw materials and energy, which is also in keeping with the company’s energy policy: reducing the CO2 footprint through annual energy saving, phasing out and eventually ceasing the use of fossil fuels and producing (more) green energy. As part of the broader energy policy, the adaptation of the click strategy with regard to purchasing energy in a market under pressure was also followed by the Board of Directors.

Due to the prolonged drought of the previous years, the use of effluent was also focused on more. A number of parties showed that they were interested in using and upgrading effluent. This would provide an alternative to the use of drinking water in each case.

The Board of Directors was also closely involved in the major strategic commercial projects relating to the reuse of effluent in industrial applications and the development of sewer thermal energy. In doing this, the Board of Directors set the course for further elaboration and realisation of these projects.

The Board of Directors was also kept up-to-date regarding investments for maintaining existing infrastructure. The growth, but above all the obsolescence of our assets, leads to an increasing budgetary requirement for repairs and replacements year by year. By 2030, we expect to need around double the current budget to keep the infrastructure working efficiently. This evolution will be followed closely.

• Conflicts of interest

1 conflict of interest was reported in 2022.

Proximus, of which Mr Dirk Lybaert is a director, is one of the potential stakeholders in the dossier relating to the possibilities for the realisation of monitoring and data communications in sewers. Strictly speaking, since there is no question of a direct or indirect conflict of interest under property law (art. 7.96 of the Companies Code) at this stage, the rules on conflicts of interest do not apply. Nevertheless, Mr Dirk Lybaert considered it opportune to voluntarily abstain from taking part in the deliberations and/or voting and therefore left the meeting relating to this dossier.

Audit Committee

• Composition

The composition of the Audit Committee was changed in 2022. Katrijn Faket resigned as a director in the 3rd quarter. The Board of Directors co-opted Caroline Craenhals as a director and member of the Audit Committee. Her directorship started on 25 November 2022. The committee has a balanced composition as a whole and possesses the necessary independence, competencies, knowledge and experience to perform its tasks effectively.

Chairman Jochen Bultinck

Katrien Desomer

Katrijn Faket (directorship until 16/09/2022)

Koen Helsen

Nathalie Heremans

Caroline Craenhals (directorship until 18/04/2023)

• Functioning

The main function of the Audit Committee is to assist the Board of Directors in the exercise of its mission of control, in the broadest sense. The tasks relate in particular to supervision of financial reporting, internal controls and risk management, the internal audit process and the external audit process. The Audit Committee is the main link between the Board of Directors, the internal auditor and the statutory auditor.

The Chairman of the Audit Committee reports systematically on the activities of the Audit Committee at the next meeting of the Board of Directors. The annual report on the activities of the Audit Committee was presented to the Board of Directors.

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During the 2022 financial year, the Audit Committee also focused on the following matters in particular:

• the financial reporting was discussed in depth at all meetings. At the March and September meetings respectively, the 2021 financial statements and the 2022 interim results were discussed, in the presence of the independent auditor.

• preparation of the 2023 budget for presentation to the Board of Directors

• evolution and results of management of interest rate risk, in particular the credit risk for Aquafin with regard to counterparties

• the approval of the internal audit plan and monitoring of the KPIs relating to the functioning of internal audit and follow-up by the management of the recommendations made by internal audit

• discussion of the management letter from the independent auditor and supervision of the policy for non-audit services

• internal audit reports

• the appointment of the auditor

• the security of the ICT systems with regard to cybersecurity.

• Number of meetings and attendance record

The Audit Committee met four times in 2022. All directors took part in all meetings. This represents average attendance of 100%.

It also contributes to the objective and professional functioning of the process for appointing and re-appointing directors and the annual evaluation of the performance of the management team.

• Composition

Chairman Marleen Evenepoel

Renaat De Sutter

Dirk Lybaert

Jozef Wittouck

• Functioning

The Appointments and Remuneration Committee met three times during the past financial year. These meetings were attended by all directors. This represents average attendance of 100%.

The independent auditor, the CEO, the Finance & Procurement director and the internal audit manager attended all or part of the meetings.

Appointments and Remuneration Committee

The main task of the Appointments and Remuneration Committee (ARC) is to assist the Board of Directors to define the outline of the Company’s remuneration policy.

During the meetings in the past financial year, the objectives of the Management Committee for 2021 were reviewed. The committee then decided on the objectives for 2022. Besides the overall remuneration for 2022, the remuneration of the Management Committee was also discussed.

At the request of the ARC, the HR vision and strategy was explained. It is important for an organisation going through change (social, sector, corporate) to have a modern and supportive HR policy.

In response to the vacancy created on the Board of Directors, a procedure was started for the purpose of selecting a new director. This was completed during the ARC meeting on 25 November where advice was formulated for the Board of Directors.

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AUDIT COMMITTEE - ATTENDANCE Number of Meetings Percentage Jochen Bultinck 4 100% Katrien Desomer 4 100% Katrijn Faket 3 100% (directorship until 16/09/2022) Koen Helsen 4 100% Nathalie Heremans 4 100% AUDIT COMMITTEE - ATTENDANCE Number of Meetings Percentage Renaat De Sutter 3 100% Alain Bernard 3 100% Dirk Lybaert 3 100% Jozef Wittouck 3 100% Marleen Evenepoel 3 100% About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance

KEY ELEMENTS OF THE EVALUATION PROCESS OF THE BOARD OF DIRECTORS, THE COMMITTEES AND THE INDIVIDUAL DIRECTORS

The members of the Board of Directors evaluate the size, composition and functioning of this body on a regular basis, at least every three years. The current composition is evaluated in terms of the desired composition. The relationship and interaction with the management team are also reviewed.

The following elements are discussed during the evaluation process for the Audit Committee: internal regulations, composition and appointments, meetings, training of members and resources available for this, the integrity reporting procedure and relations with the Board of Directors. The Audit Committee evaluates its effectiveness and efficiency at least once every three years. As part of this evaluation, an individual questionnaire shall be issued to the members of the Audit Committee. The results of these questionnaires shall be discussed during a meeting of the Audit Committee and submitted to the Board of Directors.

The Appointments and Remuneration Committee evaluates its own effectiveness and efficiency at least once every three years. For the purpose of this self-evaluation, an individual questionnaire is sent to each member of the committee. The results are discussed at a meeting of the committee and submitted to the Board of Directors.

The Appointments and Remuneration Committee also contributes to the objective and professional functioning of the process for appointing and re-appointing directors and the annual evaluation of the performance of the management team.

Managementteam

• Composition

Following the adaptation of the articles of association to bring them into line with the new Companies and Associations Code, the Board of Directors has established an executive body, the management team. The management team consists of the General Manager, who leads the management team, and all other directors of the Company at a given time.

The composition of the management team on 31/12/2022:

CEO Jan Goossens

Asset Management

Finance & Procurement

Bart Van Eygen

Glenn Van Olmen

Project Management Danny Baeten

Business Development

& Innovation

Operations

Marjolein Weemaes

Hans Bruynooghe

HR & Organisational Sabine Schellens

Development

Corporate projects

• Functioning

Johan Maes (temporary position on an interim basis)

The management team exercises the powers relating to day-to-day management, and all transferable powers except for those powers reserved for the Board of Directors according to the statutory provisions, the company’s articles of association and the internal regulations of the Board of Directors. The management team meets on a weekly basis.

DIVERSITY POLICY

Aquafin aims for diversity in the Board of Directors and the management team. We interpret this more broadly than age, gender and cultural background, and also view diversity in terms of education, insights, experience and professional competencies.

Aquafin believes that diversity of perspectives within the management bodies contributes to the constructive puttingforward of views for discussion. It provides a broad range of perspectives, new ideas and critical considerations which are necessary to support the decision-making process effectively. Aquafin also enters into dialogue with the outside world and external expert groups regarding a wide range of topics in order to gather broad insights.

The Board of Directors ensures that each appointment or reappointment enables a suitable balance of competencies, knowledge, experience and diversity to be maintained in the board and the committees. As far as gender diversity is concerned, the Board of Directors aims to ensure balanced participation in the Board of Directors. The Board of Directors currently consists of ten members, four of them women.

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REMUNERATION REPORT

• Non-executive directors

Aquafin applies the following remuneration model for directors: On the one hand, there is an annual flat fee for attending meetings of the Board of Directors. This flat fee stands at 6,500 euros for directors and 13,000 euros for the chairman. Payment of the fee is conditional on attending at least two thirds of the total number of meetings, barring force majeure. In addition, a fee is paid per meeting of the Audit Committee and the Appointments and Remuneration Committee amounting to 380 euros for the chairmen and 320 euros for the members of these committees.

Based on the advice of the Appointments and Remuneration Committee, the Board of Directors determines the remuneration policy for the executive management team. The aim of this policy is to attract, retain and motivate knowledgeable people. The amount of the remuneration shall take into account the individual tasks and responsibilities of the members of the management team.

The performance of the management team is evaluated once a year in the presence of the General Manager. The appraisal of the General Manager takes place in his absence. The Appointments and Remuneration Committee closely monitors the entire procedure, which is also approved by the Board of Directors. Individual and collective objectives are set each year, based on the regulations. A certain weighting is assigned to each objective within the evaluation in advance. For 2022, the elements of the evaluation related to organisational, budgetary, economic and environmental aspects and/or results, among other factors. The overall performance of each member of the Managing Committee is also evaluated, in addition to the evaluation based on the objectives set. The period during which this performance is evaluated extends from 1 January 2022 to 31 December 2022 inclusive.

In addition, a broad assessment was organised for each director by means of collaboration with Accord Group. This consisted of a 360° survey (digital questionnaire) and an interview with each director conducted by Accord. The results of these are discussed with the ARC and form the basis for a development plan for each director.

The total gross remuneration paid for 2022 to the members of the management team amounts to:

• basic salary: 1,439,710.84 euros

• variable part: 272,249 euros

• pension entitlements: 228,996.16 euros

• other remuneration components: 171,011.75 euros

The variable remuneration for the 2022 financial year will be added to the group insurance in 2023.

((C) = Chairman) • Management team • General
71 About Aquafin I Challenges and opportunities I Financial report I Extra information I Corporate Governance Total remuneration 2022 Jochen Bultinck (C) 8,020 Katrien Desomer 7,780 Renaat De Sutter 7,460 Katrijn Faket 4,524 Koen Helsen 7,780 Alain Bernard (C) 13,960 Dirk Lybaert 7,460 Jef Wittouck 7,460 Marleen Evenepoel (C) 7,640 Nathalie Heremans 7,780 Geert Diericx 0 TOTAL 79,864

AQUAFIN NV

Colophon

Publisher: Jan Goossens, Dijkstraat 8 - 2630 Aartselaar

Graphic design: altera

Photography: Silke Van Rooy, Nicolas Herbots, Frederik Beyens, Shutterstock and Aquafin NV

The 2022 annual report is also available in Dutch.

To develop reliable waste water and stormwater management, tailored to our customers’ requirements, with respect for those around us and the environment.

Aquafin NV, Dijkstraat 8, B-2630 Aartselaar tel. 03 450 45 11 l e-mail: info@aquafin.be www.aquafin.be

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