ANNUAL REPORT
2 01 The Company Page 4 02 The Shareholders Page 8 03 Sustainability Page 12 Report on the 51st Business Year 2022
3 Index 04 Gas Transportation Page 18 05 HSE Page 24 06 Human Resources Page 28 07 Finance Page 34
4 Jahresbericht 2022 01 The Company
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6 The Company The purpose of the company is to construct, maintain, and operate a natural gas transport system that stretches from the northern to the southern border of Switz- erland and, since 2017, also in the reverse direction, as well as to transfer usage of this transport system to FluxSwiss Sagl and Swissgas AG or one of their subsidiaries under a lease agreement. The company has leased its facilities to Flux- Swiss Sagl and Swissgas AG for use. Avail- able transport capacity is allocated to Flux- Swiss Sagl and Swissgas AG according to a fixed distribution key. The company builds and operates this transport system, with multiple transfer stations, on Swiss territory. It can take all measures related to achieving its corporate purpose, acquire, manage, and dispose of real estate and participate in other Transitgas AG was founded on June 25, 1971 and was entered in the Commercial Register of the Canton of Zurich on June 28, 1971. The company is headquartered in Zurich. The Company
7 companies, both at home and abroad. In addition, the company itself can build a telecommunications network along this transport system or permit a third party to undertake such a construction. The company can establish branches at home and abroad. However, distribution of natural gas in Switzerland is precluded. The company is established for an indefinite term. Because of the capital reduction on 27 June 2018, the share capital amounts to CHF 10,000,000, divided into fully paid registered shares of CHF 100 each for Class A and 54,000 fully paid registered shares of CHF 100 each for Class B. 51% 46% 3% The shareholders of Transitgas AG are: Swissgas AG FluxSwiss Sagl Uniper Global Commodities SE
8 Jahresbericht 2022 02 The Shareholders
9 The Shareholders Swissgas AG Swissgas AG, a Swiss public limited company for natural gas, Zurich, holds 51% of the share capital of Transitgas AG. Swissgas was founded on April 7, 1971. lts share capital amounts to CHF 60 million; as of January 1, 2004; the following share- holders own a stake in this share capital: Erdgas Ostschweiz AG, Zurich, Erdgas Zentralschweiz AG, Lucerne, Gasverbund Mittelland AG, Arlesheim, Gaznat SA, Lau- sanne, and the Verband der Schweizerischen Gasindustrie (Association of the Swiss Gas lndustry), Zurich. The purpose of the Swissgas network company is to transport natural gas in cooper- ation with the four regional companies in order to supply Switzerland with natural gas in all forms and to safeguard associat- ed interests in Switzerland and abroad. Furthermore, Swissgas has run the Swiss coordination office for transits in the (gas) pipeline network for years. In addition to its shareholding in Transitgas, Swissgas has transport capacity and operates its own, 260-kilometre-long high-pressure network from the delivery and metering stations along the Transitgas pipelines to the transfer stations to the regional networks. In 2022, Swissgas transported approximate- ly 21.1 TWh of gas via its own metering stations to Switzerland (approximately 8.8 TWh of which was transported via the Swissgas network to the regional networks) and approximately 3.75 TWh in transit through Switzerland.
10 The Shareholders FluxSwiss Sagl FluxSwiss commercializes 90% of the capa- city of the Transitgas pipeline and is owned by Fluxys Europe (50.65%), EIP Gas Invest II (formerly CSEIP Gas Invest II) (36.56%) Swiss Gas Invest (7.89%) and Swissgas (4.9%). Headquartered in Belgium, Fluxys is a fully independent energy infrastructure group with 1,300 employees active in gas trans- mission and storage and liquefied natural gas terminalling. Through its associated companies across the world, Fluxys oper- ates 12’000 kilometres of pipeline and liq- uefied natural gas terminals totalling a year- ly regasification capacity of 380 TWh. As a purpose-led company, Fluxys, together with its stakeholders, contributes to a better society by shaping a bright energy future. Building on the unique assets of its infrastructure and its commercial and technical expertise, Fluxys is committed to transporting hydrogen, biomethane or any other carbon-neutral energy carrier, as well as CO2, accommodating the capture, usage and storage of the latter. FluxSwiss Sagl, with its registered seat in Paradiso, (Lugano), holds 46% of the share capital of Transitgas AG.
11 Uniper Global Commodities SE Uniper Global Commodities SE (UGC), Dusseldorf, has a 3% stake in the share capital of Transitgas AG. Uniper is an international energy company, with its head office in Düsseldorf, that does business in over 40 countries. With a work- force numbering some 7,000 employees, the company plays an important part in safe- guarding Europe’s energy security. Uniper’s core activities include power generation in Europe, global energy trading and a diversified gas portfolio. Uniper plans to achieve carbon neutrality for its roughly 22.5 GW of installed power generation capacity in Europe by 2035. The company is already one of the largest operators of hydroelectric power plants in Europe and plans further expansion of solar and wind energy as the key to a more sustainable and independent future. Uniper is a reliable partner to municipali- ties, public utilities and industrial companies when planning and implementing innovative solutions for carbon reduction as they work towards decarbonisation of their activities. As a hydrogen pioneer, Uniper is active worldwide along the en- tire value chain and implements projects to make hydrogen usable as a mainstay of the energy supply. Uniper’s trading activities help connect global energy markets. These activities encompass the entire energy commodity supply chain in power, emission allow- ances, natural gas, LNG, coal and freight. Uniper sources, stores, transports and supplies physical commodities such as pipeline gas, LNG and coal on a global scale. Its trad- ing business also manages the risks inher- ent in its regional power and gas portfolios. Moreover, the company’s wide-ranging expertise in global commerce, existing part- nerships and international presence form the basis of extensive service packages that, in addition to systems management, can extend to the supply of raw materials and fuels, as well as the management of resources.
12 Jahresbericht 2022 03 Sustainability
13 Sustainability Funding of Projects to Promote Sustainability Social Environmental Investment (SEI) Transitgas AG supports sustainable development projects in the fields of environment, business and society. The projects are designed to promote sustainable development in the areas with Transitgas AG transport infrastructure. The funded projects contribute to society, the environment and business in those regions. The project funding in question maintains and reinforces relations between Transitgas and public and private institutions. The projects are intended to be linked clear- ly to the regions and municipalities in the geographical area of the Transitgas AG transport system. All the requirements and criteria for obtaining project funding can be found at https://www.transitgas.ch/en/sustainability/ .
14 Sustainability Project to recover blown-off natural gas Transitgas has successfully completed the project to recover blown-off natural gas at the Ruswil compressor station. As part of ongoing initiatives to reduce methane emissions from its natural gas transmission network, last December 2022 Transitgas successfully commissioned a new gas recovery system at the Ruswil compressor station. The Ruswil compressor station is equipped with four turbo compressor units. Two units were supplied by the companies Solar Turbines SA (USA) and Dresser Rand (FR) in 1998; these can compress up to 890’000 Nm3/h of natural gas. The other two units were supplied by Baker Hughes in 2001 and can compress up to 1,800,000 Nm3/h of nat- ural gas. With the new gas recovery system, the nat- ural gas emitted during the plant’s operation can be recovered. The Gas recovery at the compressor station is achieved by collecting, in a common head- er, each natural gas emission point: • while purging the compressor piping and gas turbine fuel gas piping during start and stop sequences • during compressor operation (emissions through the compressor sealing system “Dry Gas Seal Primary Vent” and through the operation of the gas-operated valves) • in the course of maintenance work (gas filter cartridge replacement , gas tanks inspection , station or unit’s maintenance , metering units replacement , etc.) The collected natural gas is led to the stor- age pipeline and from there it is compressed back to the station’s main pipeline using the CUBO-GAS (reciprocating compressor) so that the methane is not released into the atmosphere. From the data collected during commission- ing, Transitgas estimates that it is able to recover 100% of the methane emissions
15 during the start and stop phase of the op- eration (primary seal vent) of the compression units, and about 98% of the methane during the depressurisation of the turbo compressors. This corresponds to an avoid- ance of about 54,000 Nm3 of natural gas emissions per year, which is equivalent to 997.5 tonnes of CO2 equivalents (the above figures refer to the compression units’ total operation time of 5,200 hours per year). This project represents an important step for Transitgas, which is committed to reduce the carbon footprint of all its activities. In line with the Swiss Confederation’s goals of reducing greenhouse gas emissions, Transitgas, in addition to its existing sustain- ability development programmes, con- tinues to engage and increase its investment in low-carbontechnologies,aswellaslaunch- ing an aggressive campaign aiming at dras- tic emission reductions.
16 Sustainability Redesign of the surroundings of the slide valve station in Rothenfluh incorporating ecological upgrading measures Gas pipeline and ecology, do they go together? The answer is YES In autumn 2020, a group of valves and their ancillary facilities was replaced at the valve station in Rothenfluh BL. As a final meas- ure, Transitgas AG has rethought the design of the surrounding area. The project planning primarily took safety requirements and the need for economical operation into account. No flammable objects may be installed in the explosion hazard zones (Ex zones). The gateway was widened, and the gatehouse was thermally renovated. For the ecological upgrade, all surround- ing areas were improved using seepage stones, gravel lawns, rough grassland, herbaceous borders, rock piles, branch piles, fruit trees, woody shrubbery, as well as other elements. The aim of these measures is to improve the ecological quality of the area. They will create new habitats for plants and animals and, in this way, Transitgas AG can make a val- uable contribution to increase biodiversity. The declared goal for the future is to examine all possible green areas of Transitgas AG for their existing enhancement potential and, wherever possible, to implement measures similar to those in the pilot project in Rothenfluh. The rede- sign will enhance the ecological value of the facilities and at the same time reduce the maintenance load.
17 Species-rich flower meadow using the example of valve station Däniken
18 Jahresbericht 2022 04 Gas Transportation
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Gas Transportation Gas Transportation The transport capacities of the Transitgas system are shared between the two shareholders, Swissgas AG and FluxSwiss Sagl. They manage the transport capacities of approximately 18 billion standard cubic metres from Wallach, Germany and approximately 8 billion standard cubic metres from Oltingue, France. Since 2017, a transport capacity of approximately 13 billion normal cubic meters has been available in the reverse flow from Gries Pass, Italy, to Switzerland, as well as Germany and France. 2021 2022 Δ 109 Nm³ TWh 109 Nm³ TWh % IMPORTS FROM: Germany through Wallbach 2.918 33.29 2.869 33.00 -2% France through Oltingue 1.364 15.54 6.698 76.65 391% Italy through Gries Pass 0.393 4.53 0.303 3.51 -23% IMPORTS TOTAL 4.676 53.36 9.870 113.16 111% Delivered to Swissgas -2.557 -29.18 -1.84 -21.095 -28% Own consumption Transitgas -0.003 -0.04 -0.011 -0.123 217% EXPORTS TO: Germany through Wallbach -0.052 -0.60 -1.430 -16.396 2650% France through Oltingue -0.139 -1.58 -0.028 -0.32 -80% Italy through Gries Pass -1.927 -21.97 -6.562 -75.17 241% EXPORTS TOTAL -2.118 -24.16 -8.020 -91.88 279% 20
Feed-in to the Transitgas System 2022: 9.870 Billion Nm3 Exports and Withdrawals from Transitgas System 2022: 9.861 Billion Nm3 Withdrawal Switzerland 1.841 Exports Wallbach (D) 1.430 Exports Oltingue (F) 0.028 Exports Gries Pass (I) 6.562 Imports Oltingue (F) 6.698 Imports Wallbach (D) 2.869 Imports Gries Pass (I) 0.303 21
22 Gas flows 2013-2022 In the year under review, the total volume of natural gas transported was 9.870 109 Nm3, which is more than twice the volume of natural gas transported in 2021. The Ukraine crisis has led to much lower gas prices at the French virtual trading point PEG compared to the German THE and Italian PSV. As a result, capacity at the Oltingue interconnection point, on the border between Switzerland and France, has regularly been fully utilized since the second quarter of 2022. Nominations in the direction of Germany have increased and as a result, there have often been flow reversals from forward flow to reverse flow, i.e. physical deliveries in the direction of Germany, in 2022. This situation usually occurred at the weekends, when the gas demand for industry in neighboring Italy decreased and thus the physical supply of Switzerland and the transit took place from France and Italy to Germany. Gas Transportation -15.00 -10.00 -5.00 0.00 5.00 10.00 15.00 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 Erdgasimporte über Oltingue (F) Erdgasimporte über Wallbach (D) Abgabe Schweiz (CH) Erdgasexporte über Gries Pass (I) Erdgasexporte über Oltingue (F) Erdgasexporte über Wallbach (D) Erdgasimporte über Gries Pass (I) Natural gas imports over Oltingue (F) Natural gas imports over Wallbach (D) Natural gas exports over Gries Pass (I) Natural gas exports over Wallbach (D) Natural gas imports over Gries Pass (I) Natural gas exports over Oltingue (F) Delivery to Switzerland (CH)
23 Swiss offtake from the Transitgas pipeline decreased by 28% compared to 2021. This is due on the one hand to the energy prices and the savings measures recommended by the Authorities, and on the other hand to the mild weather conditions. Monthly feed-in WB-OL-GP 2021 / 2022 [109 Nm3/month] 0.000 0.200 0.400 0.600 0.800 1.000 1.200 1.400 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2021 2022
24 Jahresbericht 2022 05 HSE
25 HSE Health, Safety & Environment The management system provides the organization with tools for preventing work-related injuries and illness among employees. The aim is to provide a safe and healthy workplace for the workforce. Transitgas AG systematically avoids work- related hazards and minimizes health and safety risks by taking effective preventive and protective measures. Transitgas AG has an integrated management system for HSE (Health, Safety and the Environment) in place and has been certified according to internationally recognised standards, namely ISO 45001 (Occupational Health and Safety) and ISO 14001 (Environmental Management), since February 2010.
26 HSE In addition, the management system provides a framework for protecting the environment and responding to changing environmental conditions, in accordance with socio-economic requirements. Together with all the relevant stakeholders, Transitgas AG’s procurement department ensures that all purchased services and goods meet our company standards. Furthermore, we are committed to work together with our suppliers to develop concepts for the continuous improvement of sustainability and occupational safety along our supply chains. Human rights, health, safety and sustain- ability criteria are verified during all our purchasing activities. That includes new purchasing projects and tenders, ongoing supplier performance management and the onboarding process for new suppliers. Accordingly, processes for the management of suppliers form part of the HSE man- agement system. The HSE-System permits company activities in the context of the environment and health and safety at work to be understood and controlled better, and continuously improved by taking a process-based approach. Certification demonstrates that Transitgas AG meets all the requirements under the legal regulations and the corresponding standards. At the begin-
27 ning of December 2022, the existing environmental certification under the new ISO 14001:2015 standard was confirmed and the transition process to the new ISO 45001:2018 standard for Occupational Health and Safety was successfully and conclusively audited. That allowed for seam- less renewal of certification under ISO 14001 and ISO 45001 in 2022, following on from its renewal in 2021. Transitgas is committed to sustainable climate protection. With its voluntary partici- pation in the program of EnAW (Energy Agency of the Swiss Private Sector), it is striving to reduce CO2 emissions actively and optimise energy efficiency. The target agreement is recognised by the Swiss feder- al government, the cantons and business partners. Furthermore, Transitgas AG continues to work towards achieving carbon neutrality by 2035.
28 Jahresbericht 2022 06 Human Resources
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30 Human Resources Human Resources Transitgas AG is working to promote and support the professional development of its employees through ongoing training to acquire and maintain the increased and changing expertise required. In 2022, our staff completed a total of 2,066 hours of training and further training. Staff development The geographical distribution of our staff of 50 employees in 2022 was as follows: Workforce 38Lucerne (Ruswil) 07Zurich (Zurich) 50 TOTAL 03 Bern (Meiringen) 02Wallis (Oberwald)
31 Anniversaries during the reporting year: Ulrich Bachmann (Patroller) 30 years of service Carmela Rapolla (Services Ruswil) 25 years of service Erwin Ineichen (Mechanician) 15 years of service The Board of Directors and Management would like to thank all employees for their service and commitment over the past year. Retirements in 2022: Almiro Paiva Ferreira (Helper mechanician) Hansruedi Tresch (Electrician) Congratulations!
Beat Badertscher* Attorney at Law, Zurich Chairman André Dosé* Swissgas AG, Zurich Deputy Chairman Peter Verhaeghe* Fluxys, Brussels Deputy Chairman Ruedi Rohrbach* Swissgas AG, Zurich Member René Bautz Gaznat SA, Vevey Member Andreas Bolliger Erdgas Ostschweiz AG, Zurich Member Nicolas Daubies Fluxys, Brussels Member Rolf Samer Gasverbund Mittelland AG, Arlesheim Member Etienne Schön Energy Infrastructure Partners AG, Zürich Member Jan Van de Vyver Fluxys, Brussels Member Christian Janzen UNIPER Global Commodities SE, Düsseldorf Observer Resigned from the Board of Directors, Board Committee • Pascal De Buck* Fluxys, Brussels • Erik Vennekens Fluxys, Brussels • Hans Wach Gasverbund Mittelland AG, Arlesheim • Gerhard König Energy Infrastructure Partners AG, Zürich • Walter Steinmann Energy Infrastructure Partners AG, Zürich *also in the Board Committee Company Organs Board of Directors, Board Committee 32 Human Resources
Rafael Van Elst Fluxys, Brussels Chairman Raoul Raffagli FluxSwiss Sagl, Paradiso (Lugano) Member Sebastian Hoff Fluxys, Brussels Member Peter Massny Swissgas AG, Zurich Member André Martin Gasverbund Mittelland AG, Arlesheim Member Patrik Schmid Erdgas Ostschweiz AG, Zurich Member Gilles Verdan Gaznat SA, Aigle Member Resigned from the Technical Committee • Nicolas Grégoire FluxSwiss Sagl, Paradiso (Lugano) • Wildrik Coemans Fluxys, Brussels • Gerhard König Energy Infrastructure Partners AG, Zürich • Othmar Näf Gasverbund Mittelland AG, Arlesheim CEO • Ennio Sinigaglia Authorised signatories • Danilo Angelini Head of ICT and Digitalization • Paolo Beretta HSE-Q Manager / Development & Innovation • Michaela Böhm Head of Finance & Administration • Florian Linder Head of Technics • Rachel Ott Head of HR & Communication External Auditors • Deloitte AG, Zurich Technical Committee 33
34 Jahresbericht 2022 07 Finance
Finance Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Transitgas AG (the Company), which comprise the balance sheet as at 31 December 2022 and the profit and loss statement, cash flow statement for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. In our opinion, the financial statements for the year ended 31 December 2022 comply with Swiss law and the Company’s articles of incorporation. Basis for Opinion We conducted our audit in accordance with Swiss law and Swiss Standards on Auditing (SA-CH). Our responsibilities under those provisions and standards are further described in the “Auditor’s Responsibilities for the Audit of the Financial Statements” section of our report. We are independent of the Company in accordance with the provisions of Swiss law, and the requirements of the Swiss audit profession, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Board of Directors’ Responsibilities for the Financial Statements The Board of Directors is responsible for the preparation of the financial statements in accordance with the provisions of Swiss law and the Company’s articles of incorporation, and for such internal control as the Board of Directors determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Board of Directors is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern, and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. 35
Licensed Audit Expert Auditor in Charge Licensed Audit Expert Deloitte AG Jan Meyer Aude Salord Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with Swiss law and SA-CH will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. A further description of our responsibilities for the audit of the financial statements is located on EXPERTsuisse’s website at: https://www.expertsuisse.ch/en/audit-report. This description forms an integral part of our report. Zurich, 1 March 2023 JME/ASA/aad Report on Legal and Other Legal Requirements In accordance with Art. 728a para. 1 item 3 CO and PS-CH 890, we confirm that an internal control system exists, which has been designed for the preparation of the financial statements according to the instructions of the Board of Directors. Furthermore, we confirm that the proposed appropriation of available earnings complies with Swiss law and the Company’s articles of incorporation. We recommend that the financial statements submitted to you be approved. 36 Finance
Balance Sheet as per December 31 31.12.2022 31.12.2021 Notes Assets Cash 3.1 28’784’409 30’992’122 Trade receivables shareholders 1’900’614 7’185’252 Other current receivables third party 716’466 998’761 Inventories 3 3 Accrued income and prepaid expenses 283’265 437’888 Total current assets 31’684’757 39’614’026 Shareholdings 1 1 Tangible fixed assets 3.2 328’439 372’098 Technical equipment, thereof 3.4 23’234’007 23’471’941 Gas Pipeline and related equipment 21’985’710 19’521’549 Work in progress 1’248’296 3’950’391 Land 3’575’270 3’575’270 Intangible fixed assets 3.3 3’960’260 4’219’878 Total non-current assets 31’097’977 31’639’188 Total assets 62’782’733 71’253’214 Liabilities Trade creditors 527’018 1’100’035 Other current liabilities 3.5 572’510 2’030’975 Deferred income and accrued expenses 3.6 3’843’122 6’714’121 Total current borrowed capital 4’942’651 9’845’131 Provisions 3.7 6’429’000 6’240’000 Total long-term borrowed capital 6’429’000 6’240’000 Share capital 3.0 10’000’000 10’000’000 Capital Contribution Reserve 33’000’000 37’000’000 Statutory retained earnings 6’129’082 6’129’082 Voluntary retained earnings 2’282’000 2’039’000 Total shareholders’ equity 51’411’082 55’168’082 Total Liabilities and shareholders’ equity 62’782’733 71’253’214 37
Notes 2022 2021 Income from lease agreement 19’199’283 74’628’646 Other income 1’820’633 1’162’435 Total operating income 21’019’916 75’791’082 Staff costs (6’909’018) (7’000’704) Electricity (250’560) (254’412) Maintenance costs (6’503’906) (1’075’921) General and administrative costs (2’265’780) (1’603’878) Depreciation on fixed asset items (2’070’529) (60’568’482) Total operating expenditure (17’999’792) (70’503’397) Operating profit 3’020’124 5’287’684 Financial income 85’178 65’038 Financial expenses (134’302) (2’626’192) Total financial expenditure (49’124) (2’561’154) Annual profit before tax 2’971’000 2’726’530 Direct taxes (689’000) (687’530) Annual profit 2’282’000 2’039’000 Profit and Loss Statement for the Financial Year 38 Finance
Notes 2022 2021 Annual profit 2’282’000 2’039’000 Depreciation on fixed assets items 2’070’529 60’568’482 Amortisation on capitalised upfront fee - 1’159’970 Amortisation on unwinding cost SWAP - 1’098’236 Amortisation on CAP cost - 75’454 Net increase / (decrease) in provisions 3.7 189’000 (2’996’000) Decrease / (increase) in trade receivables shareholders 5’284’639 435’387 Decrease / (increase) other current receivables third party 282’295 (493’559) Decrease / (increase) in accrued income and prepaid expenses 154’623 (11’859) Increase / (decrease) in trade payables and other short-term liabilities (2’031’482) 170’069 Increase / (decrease) in accrued expenses and deferred income 3.6 (2’870’998) (4’997’045) Cash inflow from operating activities 5’360’605 57’048’135 (Purchase of) property, plant and equipment (1’529’318) (3’340’494) Disposal of property, plant and equipment - 14’638 Cash outflow from investment activities (1’529’318) (3’325’857) Distribution of profits to shareholders (dividends) (2’039’000) (2’024’000) Net Repayment of short-term interest-bearing liabilities - (26’281’753) Net Repayment of long-term interest-bearing liabilities - - Repayment of Capital Contribution Reserve (4’000’000) (4’000’000) Cash outflow for financing activities (6’039’000) (32’305’753) Net (decrease) / increase in cash (2’207’713) 21’416’525 Cash As at January 1 3.1 30’992’122 9’575’595 As at December 31 3.1 28’784’409 30’992’122 Changes in cash (2’207’713) 21’416’526 Cash Flow Statement for the Financial Year 39
1. General Information Transitgas AG (“the Company”), was founded on June 25, 1971 and was entered in the Commercial Register of the Canton of Zurich on June 28, 1971. The Company is headquartered at Franklinstrasse 27, 8050 Zurich. The purpose of the Company is to construct, maintain and operate a natural gas transport system which stretches from the northern to the southern border of Switzerland, as well as transfer usage of this transport system to FluxSwiss Sagl and Swissgas AG or one of their subsidiaries under a lease agreement. The company has leased its facilities to FluxSwiss Sagl and Swissgas AG for use. Available transport capacity is allocated to FluxSwiss Sagl and Swissgas AG according to a fixed distribution key. The Company builds and operates this transport system, with multiple transfer stations, on Swiss territory. It can take all measures related to achieving its corporate purposes, acquire, manage and dispose of real estate and participate in other companies both at home and abroad. In addition, the Company itself can build a telecommunication network along this transport system or permit a third party to undertake such construction. The company can establish branches at home and abroad. However, distribution of natural gas in Switzerland is precluded. Share capital amounts to CHF 10’000’000, grouped into 46’000 fully paid-up registered shares of CHF 100 each in class A and 54’000 fully paid-up registered shares of CHF 100 each in class B. The number of full-time equivalents did not exceed 50 (p/y: 50) on an annual average basis. Risk assessment In order to identify risks and opportunities as early as possible, Transitgas AG regularly reviews factors that may affect the entire business environment, both internally and externally. This review is based on the financial data determined for the financial statements according to the Swiss Code of Obligations and the key risk indicators in accordance with regulatory requirements. A key component of this is the design and further development of the internal control system, which is used to address identified risks with the relevant, appropriate control measures and minimise the likelihood of them occurring. The appropriate use of risk management and control processes, which guarantee the identification, assessment, management, monitoring and communication of single risks and risk areas, ensures that all risks can be taken into account accordingly. One of the main objectives is to gain an understanding of the risks early on and reduce any potential risks of health, safety and environment. Notes to the financial statements 2022 40 Finance
2. Key accounting and valuation principles Principles of financial reporting The present annual accounts for Transitgas AG have been prepared in accordance with the regulations of Swiss financial reporting law and are presented in Swiss Francs (CHF). The main accounting and valuation principles used, which are not already specified by the Code of Obligations, are described as follows. Estimates and assumptions made by management Financial reporting under the Code of Obligations requires certain estimates and assumptions to be made by management. These are made continuously and are based on past experience and other factors. The results subsequently achieved may deviate from these estimates. Main actual items in the annual accounts, which are based on the estimates and assumptions made by management, are as follows: a) Tangible fixed assets b) Technical equipment c) Intangible fixed assets d) Provisions Foreign currency items The currency in which Transitgas AG operates is Swiss Francs (CHF). Transactions in foreign currencies are converted into the currency in which the Company operates (CHF) at the exchange rate on the day the transaction takes place. Monetary assets and liabilities in foreign currencies are converted into the currency in which the Company operates at the exchange rate on the balance sheet date. Any profits or losses resulting from the exchange are recorded in the profit and loss account. Non-monetary assets and liabilities at historical costs are converted at the foreign exchange rate at the time of the transaction. Any foreign exchange profits are deferred in the balance sheet as not having an effect on net income. Foreign exchange losses, on the other hand, are recorded in the profit and loss account. Related parties Related parties include members of the Board of Directors and Transitgas AG shareholders. Transactions with related parties take place under proper market conditions (dealing at an arm’s length). Cash The cash item includes cash holdings, bank deposits and fixed deposits due within 90 days after the balance sheet date. 41
Trade receivables Trade receivables are recorded at their original net invoice amount. Value adjustments are carried out for receivables for which specific risks have been identified. Inventories Inventories are fully expensed in direct expenses (at acquisition cost). Technical equipment Technical equipment mainly refers to the gas pipeline with its related equipment and work in progress on technical equipment. They are recorded at acquisition cost, reduced by the cumulated straight-line depreciation, determined according to its expected useful life. For technical equipment purchased before 2019, the expected useful life was defined in line with the duration of the then valid lease agreement which ended as of September 30, 2021, with the exception of the long term investments Reverse Flow and Obergesteln which are depreciated until September 30, 2033. For technical equipment purchased from 2019 on, the expected useful life is defined according to the technical life of the assets (10 to 40 years). If there is any evidence of an overstatement, the accounting values are reviewed and adjusted where necessary. Tangible fixed assets Tangible assets mainly refer to installations, vehicles, office furniture and IT equipment. They are recorded at acquisition cost, reduced by the cumulated straight-line depreciation, determined according to their expected useful life. Useful lives are established as follows and are reviewed each year: Installation and furniture 1-3 years Vehicles and IT equipments 1-3 years If there is any evidence of an overstatement, the accounting values are reviewed and adjusted where necessary. 42 Finance
Intangible fixed assets Intangible assets consist of software of the Company and CO2 certificates. Software is recorded at acquisition cost, reduced by the cumulated straight-line depreciation, determined according to their expected useful life. Under the CO2 act, Transitgas AG is required to participate in the Swiss emissions trading system (CH-EHS) and to monitor and report its yearly emissions. The CH-EHS is set up under the ‘cap-andtrade’ principle. Each year a certain amount of emission allowances are allocated free of charge to the respective companies participating. These allowances are limited and determined in advance by an absolute emissions limit (cap). If a company is not able to fully offset its obligations with freely allocated emission allowances it needs to acquire these through the CH-EHS. Free emission allowances allocated by the Swiss Federal Office for the Environment (BAFU) are initially recorded at their nominal value (zero). Acquired emission allowances for the purpose of the own usage are initially recognised at their acquisition cost under intangible fixed assets. A provision is recognised when the CO2 emissions exceed the free emission allowances initially allocated. If there are already acquired emission allowances, the provision is built at the acquisition cost of the acquired emission allowances. If the CO2 emissions are also exceeding the acquired emission allowances, that part of the provision is built at the current fair value of emission allowances. Useful lives are established as follows and are reviewed each year: Software 1-3 years CO2 Emission rights according to effective utilisation If there is any evidence of an overstatement, the accounting values are reviewed and adjusted where necessary. Land Land mainly relates to uncultivated land. It is recorded at acquisition cost and not depreciated. Accounting values are checked and adjusted where necessary. Provisions Provisions are liabilities of uncertain timing or amount. They are recognised when Transitgas AG has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Revenue recognition IIncome from lease fees represents the income of Transitgas AG during the year. Leasing transactions Leasing and rental contracts are accounted for in accordance with legal ownership. Expenses as a lessee or tenant are recorded correspondingly as expenditure in the relevant period. 43
3. Information relating to items on the balance sheet and profit and loss statement 3.0 Shareholders equity 31.12.2022 31.12.2021 Share capital 10’000’000 10’000’000 Capital Contribution Reserve 33’000’000 37’000’000 Statutory retained earnings 6’129’082 6’129’082 Voluntary retained earnings 2’282’000 2’039’000 Total shareholders’ equity 51’411’082 55’168’082 In the shareholders meeting dated June 27, 2018 based on the audit report according to Art 732 OR prepared by Deloitte AG dated May 9, 2018 following share capital reduction was decided: Reduction of the nominal value of 46,000 (class A) registered shares and 54,000 registered shares (class B) from 1,000 to 100 CHF The reduction was repaid in part with 30 MCHF. The remaining part of 60 MCHF was allocated to the capital contribution reserve. 2019: payout out of capital contribution reserve to shareholders amounting to 11 MCHF 2020: payout out of capital contribution reserve to shareholders amounting to 8 MCHF 2021: payout out of capital contribution reserve to shareholders amounting to 4 MCHF 2022: payout out of capital contribution reserve to shareholders amounting to 4 MCHF 3.1 Cash 31.12.2022 31.12.2021 of which in CHF 27’570’147 29’692’276 of which in EUR 776’810 815’926 of which in USD 437’452 483’920 Total 28’784’409 30’992’122 3.2 Tangible fixed assets 31.12.2022 31.12.2021 Office equipment and construction office Zürich 1’336’296 1’336’296 IT equipment 2’149’881 2’149’881 Vehicles 196’671 196’671 Installations 1’097’964 1’097’964 less accumulated depreciation and value adjustments (4’452’373) (4’408’714) Total 328’439 372’098 44 Finance
3.3 Intangible fixed assets 31.12.2022 31.12.2021 Software 1’367’516 1’367’516 less accumulated depreciation and value adjustments (1’367’513) (1’367’513) CO2 certificates 4’219’875 4’219’875 less consumption CO2 (259’618) - Total 3’960’260 4’219’878 3.4 Technical equipment 31.12.2022 31.12.2021 Gas pipeline and related equipment 1’686’373’632 1’682’142’219 less accumulated depreciation and value adjustments (1’664’387’922) (1’662’620’670) Gas pipeline and related equipment net 21’985’710 19’521’549 Work in progress 1’248’296 3’950’391 Total 23’234’007 23’471’941 3.5 Other current liabilities 31.12.2022 31.12.2021 due to third parties 572’510 2’030’975 Total 572’510 2’030’975 3.6 Deferred income and accrued expenses 31.12.2022 31.12.2021 due to third parties 2’946’678 2’534’603 due to shareholders 896’445 4’179’518 Total 3’843’122 6’714’121 3.7 Provisions 31.12.2022 31.12.2021 for holidays and overtime 189’000 190’000 for legal cases 240’000 50’000 for abandoned pipeline 6’000’000 6’000’000 Total 6’429’000 6’240’000 Provision for holidays and overtime includes social contributions owed by employer. Provision for abandoned pipeline built until 2017. 45
3.8 Lease liabilites (not terminable or expiring within 12 months of balance sheet date) 31.12.2022 31.12.2021 within one year 213’622 183’061 within two to five years 450’715 398’477 after five years 4’586 - Total 668’923 581’537 Lease liabilities arise from car leasing. Servitude liabilites (not terminable or expiring within 12 months of balance sheet date) 31.12.2022 31.12.2021 within one year 1’604’170 1’134’129 within two to five years 296’681 1’616’517 after five years 77’462 89’104 Total 1’978’313 2’839’750 Servitude liabilities arise from servitudes along pipeline for land which does not belong to Transitgas AG. 3.9 Fees for audit services 2022 2021 Audit services 43’000 46’000 Other services - - Total 43’000 46’000 46 Finance
Proposed appropriation of available earnings and capital contribution reserve Voluntary retained earnings carried forward 2022 2021 CHF CHF Voluntary retained earnings at the beginning of the year - - Annual profit 2’282’000 2’039’000 Voluntary retained earnings available to the general meeting 2’282’000 2’039’000 Proposal of the Board of Directors on the allocation of voluntary retained earnings 2022 2021 CHF CHF Voluntary retained earnings available to the general meeting 2’282’000 2’039’000 Allocated to statutory retained earnings Payment of dividend (2’282’000) (2’039’000) Balance to be carried forward - - allocation to statutory retained earnings in % of profit 0.00% 0.00% Proposal of the Board of Directors on the payout of Capital Contribution Reserve 2022 2021 CHF CHF Capital contribution reserve available to the general meeting 33’000’000 37’000’000 Repayment capital contribution reserve - (4’000’000) Balance to be carried forward 33’000’000 33’000’000 47
48 Jahresbericht 2022
49
Transitgas AG Franklinstrasse 27 CH-8050 Zurich Tel : +(41) 44 318 75 75 E-Mail : info@transitgas.ch www.transitgas.ch
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