1 ANNUAL REPORT 2023
2 Annual Report - 2023 Report on the 52nd business year 01 The Company Page 4 02 Page 8 The Shareholders 03 Page 14 Sustainability 04 Page 20 Research and Innovation 2023
3 Index 05 Page 24 Digitalization 06 Page 28 Gas Transportation 07 Page 34 HSE 08 Page 38 Human Resources 09 Page 44 Finance
4 Annual Report - 2023 01
5 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 Switzerland and, since 2017, also in the reverse direction, as well as to transfer usage of this transport system to FluxSwiss Sagl and Swiss- gas 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 sys- tem, 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 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 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.
6 The Company - 2023 In light of global and national efforts to reduce CO2 emissions and achieve carbon neutrality, Transitgas AG is faced with the challenge and opportunity to redefine its role in energy transportation. The integration of innovations in the areas of hydrogen (H2) and digitalization offers promising prospects for the future. The shareholders of Transitgas AG are Swissgas AG (51%), FluxSwiss Sagl (46%), and Uniper Global Commodities SE (3%). The company was estab- lished 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 reg- istered shares of CHF 100 each for Class B. SWISSGAS AG 51% FLUXSWISS SAGL 46% UNIPER GLOBAL COMMODITIES SE 3%
7
8 Annual Report - 2023 02
9 The Shareholders Swissgas, a Swiss joint-stock company for natural gas based in Zurich, holds a 51% stake in the share cap- ital of Transitgas AG. The Company was founded on April 7, 1971. Its share cap- ital amounts to CHF 60 million. Swissgas has the following shareholders: Gaznat SA, Lausanne, Erdgas Ostschweiz AG, Zurich, Gas- verbund Mittelland AG, Arlesheim, Erdgas Zentralschweiz AG, Lucerne, and the Association of the Swiss Gas Industry, Zurich. The purpose of the network operator company Swiss- gas, in cooperation with the four regional companies, is to ensure the security of supply on the transportation side and competi- tive network operations, as well as to safeguard the related interests at home and abroad. Additionally, Swissgas has been oper- ating the Swiss coordination centre for gas pipeline transmissions for years. Swissgas is involved in Transitgas and has trans- port capacities. Furthermore, Swisgas op- erates its own 260-kilometer-long highpressure network from the intake or customs measurement stations along the Transitgas system to the transfer stations into the regional networks. In 2023, Swissgas transport- ed approximately 18.3 TWh of gas via the Swissgas cus- toms measurement stations into Switzerland (of which approximately 8.5 TWh was transported via the Swissgas network to the regional networks) and approximately 1.8 TWh in transit through Switzerland.
10 The Shareholders - 2023 FluxSwiss Sagl with its reg- istered seat in Paradiso, (Lugano), holds 46% of the share capital of Transitgas AG. FluxSwiss commercial- izes 90% of the capacity 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 independ- ent energy infrastructure group with 1,300 employees active in gas transmission and storage and liquefied natural gas terminalling. Through its associated com- panies across the world, Fluxys operates 28,000 kilo- metres of pipeline and liq- uefied natural gas terminals, totalling a yearly regasification capacity of 450 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 tech- nical expertise, Fluxys is committed to transporting hydrogen, biomethane or any other carbon-neutral energy carrier, as well as CO2 accommodating the capture, usage, and stor- age of the latter.
11 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 workforce numbering some 7,000 employees, the company plays an important part in safeguarding 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 municipalities, 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 entire 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 allowances, 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 trading business also manages the risks inherent in its regional power and gas portfolios. Moreover, the company’s wide-ranging expertise in global commerce, existing partnerships 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 Annual Report - 2023
13
14 Sustainability - 2023 03
15 Sustainability Transitgas AG funds specific projects for sustainable devel- opment in the fields of society, the environment and business. Transitgas AG supports projects with a funding programme that aims to strengthen sustainable development in the regions of the transport system. The funded projects contribute to an ecologically sustainable society and eco- nomy in these regions. Transitgas focusses on the topics of CO2 reduction and renewable energies. The following projects are supported by Transitgas as part of the funding programme. Funding of Projects to Promote Sustainability Social Environment Investment (SEI) Transitgas supports the Buttisholz Energy Cooperative in installing a photovoltaic system on the roof of the “Gass Barn” in Buttisholz. The barn and other buildings are to be renovated, repurposed, and made accessible to the gen- eral public. Buttisholz Solar Roof Transitgas AG supports the LORALARM project of Energie Zukunft Schweiz AG. The project aims to establish a monitoring system for solar thermal systems. Energie Zukunft Schweiz has identified in 600+ samples that one-sixth of all thermal solar systems do not function prop- erly. This often goes unnoticed. In the case of malfunc- tioning systems, no CO2 reduction is achieved as the heating automatically kicks in. In collaboration with Energie Zukunft Schweiz, Transitgas promotes CO2 reduction by monitoring solar thermal systems. A sensor detects malfunctions and enables prompt maintenance of defective systems. The offering is aimed at municipalities, admin- istrations, and homeowners in the transportation area of Transitgas AG. Loralarm
16 Sustainability - 2023 Transitgas AG supports the Axalp Windegg AG Sports Resorts in establishing an electric shuttle boat service on Lake Brienz. This allows the winter sports resort company to ensure year-round operations and provide year-round employment to employees with an innovative and sustain- able offering. E-lisabetha Electric Boat on Lake Brienz – AXALP In the municipality of Stüsslingen, Canton of Solothurn, our natural gas pipelines TRG11 and TRG21 pass under the “Meierweidgraben.” watercourse. The wooden streambank protections erected at that time had decayed, leading to erosions into the adjacent farmland after heavy rain events. Additionally, the streambed in the area of the gas pipeline crossing had been washed away. In the restoration project, attention was primarily given to shaping the streambed directly over the gas pipeline cross- ings to prevent any further deep erosions in this area. Furthermore, the streambanks are to be designed so as to prevent further erosion. The work was carried out during the veg- etation dormancy period from October to December. For maximum ecological enhancement, water stones made from regionally sourced, naturally shaped Jurassic limestone were installed in the streambed. The existing washed-out threshold stones were replaced with the same stones and anchored into the new streambank protection. New boulders were also installed in the threshold Redesign of the Stream Crossing TRG11 / TRG21 with Ecological Enhancement Measures in the Municipality of Stüsslingen
17 area to create flow diversions, varied flow patterns, and the stagnant water areas that are crucial for the natural habitats of water creatures such as dragonfly larvae. The streambank protections were also constructed using nat- urally shaped Jurassic limestone, replacing the previously straight-line construction with a varied shoreline. The new streambank protection creates new habitats for insects, newts, and small reptiles. The existing vegetation on the banks was largely preserved to ensure that nesting sites for birds will be available again in the coming spring. With this project, Transitgas AG can make a valuable contribution to biodiversity conservation. Simultaneously, the covering of the natural gas pipelines can be ensured in the long term. In 2023, the valve houses in Diegten, underwent a comprehensive renovation aimed at enhancing both energy efficiency and the long-term preservation of Transitgas infrastructure. This renovation, together with the valve house renovation in Rothenfluh and Lostorf performed in 2021, is part of a larger project that foresees the upgrade of all valve houses and electrical rooms along the Transitgas pipeline to ensure their fitness for the next 20 years. Energy Renovation and Infrastructure Preservation: The Case of the Diegten Valve House
18 Sustainability - 2023 The renovation of valve houses like the one in Diegten was conducted with aims of: 1. Energy Renovation: A primary goal was to reduce energy consumption and thereby save electricity. By implement- ing modern technologies and energy-efficient systems, the valve house became a model of sustainability and environmental protection. 2. Infrastructure Preservation: The renovation aimed to extend the lifespan of the valve house and ensure it can fulfil its purpose for the next two decades. Renewing components and strengthening the structure made the infrastructure fit for the future. 3. External Image Maintenance: The renovation has been positively received by the public, walkers, and hikers. It not only serves functional purposes but also as a symbol of forward-thinking corporate management and as a contribution to regional development. The Diegten valve house before and after renovation.
19 Transitgas AG is committed to making a positive contribution to achieving Switzerland’s climate goals. In light of these considerations, the company has set ambitious climate targets and is working hard to become carbon neutral by 2035. In order to take the proper actions in a conscious and specific manner, Transitgas AG began measuring fugitive emissions from above-ground installations in 2023. More than 28,000 potential leak sites were examined, with less than 150 identified as micro-leaks. Almost 30 identified sites were repaired immediately, while the remaining 120 are scheduled for repair as soon as possible. Emission reduction Technician during the measurement of fugitive emissions An emissions reduction plan has been developed to ensure that any leaks that were detective and newly emerge can be repaired as quickly as possible.
20 Annual Report - 2023 04
21 Research and Innovation Transitgas AG is convinced that hydrogen will play a crucial role in decarbonization and energy supply for the future and is checking various options for trans- porting hydrogen through Swizerland. For this reason, Transitgas AG is active on several areas. It is investigating: 1. how a new transport sys- tem can be laid and 2. how existing natural gas pipelines can be repurposed. Various scenarios have been considered and others are under examination for the new transport system in order to optimize technical challenges and complexities. To transport hydrogen, not only new pipelines were assessed but, to optimize costs, the possibility of repurpos- ing existing natural gas pipelines was also explored. Transitgas AG needs to understand which guidelines to follow in order to carry out the conversion of their pipelines with full safety. For this reason, it is engaged in various research groups Hydrogen – H2 to understand what types of materials can be used, and what kind of repurposing procedures need to be implemented before present- ing a complete concept to Swiss technical authorities (ERI). Tunnel and 48’ pipeline of Transitgas AG
22 Annual Report - 2023 Transitgas AG has officially become a member of the European Hydrogen Backbone (EHB), a pivotal initiative driving Europe’s transition to cleaner, greener energy solutions. EHB - European Hydrogen Backbone
23
24 Annual Report - 2023 05
25 Digitalization is indispens- able in today’s business world and at Transitgas AG, we recognize its signific- ance. It not only enables us to optimize our processes but is also a necessity to keep up with the increasing demands and new challeng- es of the industry. According to the following operational concept, our ICT provides companywide computing power, stor- age capacity, connectivity, and security for all of Transitgas AG’s business applications and, concurrently, connectivity and security for selected OT applications (Operational Technology). Digitalization ICT infrastructure operating concept As a Transport System Operator and Critical Infrastructure, Transitgas AG bears responsibility. We are aware that the availability, confidentiality, and integrity of our digital information are of great importance. Therefore, since 2021, we have been adhering to the Swiss ICT minimal stand- ard for gas supply, which will become mandatory for all gas suppliers in Switzerland by 2025. External audits have confirmed that we are on the right track to meet this standard. A central aspect of our efforts is information security. Considering the aspects of people, processes, assets, and technologies, we continuously invest in security measures and technologies to ensure that our digit- al assets are protected at all times. Through targeted training, we strengthen our employees’ awareness of potential security risks from cyberspace. In 2023, we achieved a sig- nificant milestone by inte- grating our Document Management System into the Microsoft 365 ecosys- tem. This has allowed us
26 Digitalization - 2023 to optimize processes and expand digital collaboration within the company. We are proud of the prog- ress we have made so far and are confident that we can meet future challenges. Digitalization at Transitgas AG is a continuous process, and we are aware that we must constantly evolve to meet the new demands within the industry. We are convinced that our efforts in digitalization contribute to creating longterm added value for our shareholders.
27
28 Annual Report - 2023 06
29 The transport capacities of the Transitgas system are shared between the two shareholders, Swiss- gas AG and FluxSwiss Sagl. They manage the trans- port capacity for approx. 18 billion normal cubic meters from Wallbach. Germany and approx. 8 billion normal cubic meters from Oltingue. France. Since 2017, a transport capacity in Reverse Flow of roughly 13 billion normal cubic meters per year from Gries Pass/Italy to Switzer- land, Germany and France has been offered to the market. Capacity to flow gas from France to Germany over Switzerland and vice versa is available as well. Gas Transportation 2022 2023 Δ 109 Nm³ TWh 109 Nm³ TWh % IMPORTS FROM: Germany through Wallbach 2.869 33.00 1.838 21.13 -36% France through Oltingue 6.698 76.65 5.997 68.51 -10% Italy through Gries Pass 0.303 3.51 0.239 2.77 -21% IMPORTS TOTAL 9.870 113.16 8.074 92.41 -18% Delivered to Switzerland -1.841 -21.09 -1.60 -18.30 -13% Own consumption Transitgas -0.011 -0.12 -0.005 -0.05 -58% EXPORTS TO: Germany through Wallbach -1.430 -16.40 -0.483 -5.52 -66% France through Oltingue -0.028 -0.32 -0.052 -0.60 -87% Italy through Gries Pass -6.562 -75.17 -5.949 -68.02 -9% EXPORTS TOTAL -8.020 -91.88 -6.484 -74.14 -19% Injections into Transitgas are shown as positive, withdrawals from Transitgas as negative.
30 Gas Transportation - 2023 Feed-in to Switzerland in 2023: 8.074 billion Nm3 Entry Oltingue (F) 5.997 Entry Wallbach(D) 1.838 Entry Gries Pass (I) 0.239 Withdrawals from Transitgas in 2023 [109 Nm3/Jahr] Exit Switzerland 1.596 Exit Wallbach(D) 0.483 Exit Oltingue (F) 0.052 Exit Gries Pass (I) 5.949
31
32 Gas Transportation - 2023 Export through Gries Pass (I) Export through Wallbach (D) Import through Oltingue (F) Import through Wallbach (D) Export through Oltingue (F) Export Switzerland (CH) Gas flows 2014-2023 In the year under review, the total volume of natural gas transported was 8,074 billion Nm3. The Ukraine crisis has, analogue to the year 2022, led to 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. A large part of the gas imported from France through Oltingue was transported towards GriesPass, Italy. The transports towards Germany have decreased slightly compared to 2022, resulting in fewer flow reversals from forward to reverse flow. This situation mostly occurred at weekends, when the gas demand from inGas transport quantities 2014 - 2023 [109 Nm3/Year] 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 15.00 10.00 5.00 0.00 -5.00 -10.00 -15.00 Import through Gries Pass (I)
33 dustry in neighbouring Italy decreased, thus physically facilitating the supply to Switzerland and the transit from France and Italy to Germany. Imports through Wallbach from Germany occurred at a relatively low level, mainly for supplying Switzerland without a significant transit component. The slight decrease is due to lower withdrawals from the Transitgas system by Switzerland. Swiss offtake from the Transitgas pipeline decreased by 13% compared to 2022. This is due on the one hand to the energy prices and the savings measures recommended by the authorities, and on the other hand, the mild weather conditions and the maximization of regional injection points, particularly direct imports from France. Monthly Gas feed-in 2022 / 2023 [109 Nm3/Month] Jan 1.600 1.400 1.200 1.000 0.800 0.600 0.400 0.200 0.000 Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 2022 2023
34 Annual Report - 2023 07
35 Transitgas AG has an integrated management sys- tem for HSE (Health, Safety and Environment) in place and has been certified according to internationally recognized stand-ards, namely ISO 45001 (Occupational Health and Safety) and ISO 14001 (Environmental Management), since Feb- ruary 2010. 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 safe- ty risks by taking effective preventive and protective measures. 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 working together with our suppliers to develop concepts for the continuous improvement of sustainabil- ity and occupational safety along our supply chains. Human rights, health, safety and sustainability 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 management system. HSE Health, Safety & Environment
36 HSE - 2023 The HSE-System permits company activities in the context of health and safety at work as well as the environment 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. In June 2023, the existing environmental certification according to ISO 14001:2015 and the ISO 45001:2018 standard for occupational health and safety were successfully audited to completion. The certification according to ISO 14001 and ISO 45001, which was extended in 2021, was thus also con- firmed for 2023. Transitgas is committed to sustainable climate protection. With its voluntary participation in the program of EnAW (Energy Agency of the Swiss Private Sector), it is striving to reduce CO2 emissions actively and optimize energy efficiency. The target agreement is recognised by the Swiss federal government, the cantons and business partners. Furthermore, Transitgas AG continues to work towards achieving carbon neutrality by 2035. Transitgas staff at a training session on “Proper safety when working at height or in pits/shafts”.
37
38 Annual Report - 2023 08
39 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 2023, our staff completed a total of 1,901 hours of training and further training. Human Resources Staff development The geographical distribution of our staff of 52 employees in 2023 was as follows: Workforce 40 Luzern(Ruswil) 07 Zurich (Zurich) 03 Bern (Meiringen) 02 Wallis (Oberwald) 52 TOTAL
40 Human Resources - 2023 Danilo Angelini Head of ICT & Digitalization Ennio Sinigaglia CEO Paolo Beretta HSEQ Manager / Development & Innovation 20 years of service Anniversaries during the reporting year Florian Linder Head of Technics 10 years of service Luciano De Nisi Dispatching Operator Retirement in 2023 Congratulations! The Board of Directors and Management would like to thank all employees for their service and commitment over the past year.
41
42 Annual Report - 2023 Board of Directors, Board Committee Company Organs OBSERVER Christian Janzen UNIPER Global Commodities SE Düsseldorf Resigned from the Board of Directors and Board Committee Rolf Samer Gasverbund Mittelland AG Arlesheim on September 14, 2023 Jan Van de Vyver Fluxys, Brussels on December 31, 2023 *also in the Board Committee DEPUTY CHAIRMAN André Dosé* Swissgas AG, Zurich Peter Verhaeghe* Fluxys, Brussels CHAIRMAN Beat Badertscher* Attorney at Law, Zurich MEMBER Ruedi Rohrbach* Swissgas AG, Zurich Jvo Grundler* Energy Infrastructure Partners AG, Zürich René Bautz Gaznat SA, Vevey Andreas Bolliger Erdgas Ostschweiz AG, Zürich Nicolas Daubies Fluxys, Brussels Rolf Samer Gasverbund Mittelland AG, Arlesheim Etienne Schön Energy Infrastructure Partners AG, Zürich Jan Van de Vyver Fluxys, Brussels
43 Technical Committee CHAIRMAN Rafael Van Elst Fluxys, Brussels MEMBER Raoul Raffagli FluxSwiss Sagl, Paradiso (Lugano) Lorenzo Dondi FluxSwiss Sagl, Paradiso (Lugano) Sebastian Hoff Fluxys, Brussels Peter Massny Swissgas AG, Zürich André Martin Gasverbund Mittelland AG, Arlesheim Patrik Schmid Erdgas Ostschweiz AG, Zürich Gilles Verdan Gaznat SA, Aigle CEO Ennio Sinigaglia External Auditors Deloitte AG, Zurich Authorized signatories Danilo Angelini Head of ICT and Digitalization Paolo Beretta HSE-Q Manager Innovation & Development Michaela Böhm Head of Finance Administration Florian Linder Head of Technics Rachel Ott Head of HR & Communication
44 Annual Report - 2023 09
45 We have audited the financial statements of Transit gas AG (the Company), which comprise the balance - sheet as at 31 December 2023 and the profit and loss statement, the 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 2023 comply with Swiss law and the Company’s articles of incorporation. Finance Report on the Audit of the Financial Statements 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 appropri ate to provide a basis for our opinion. Basis for Opinion 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 deter mines 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 Board of Directors’ Responsibilities for the Financial Statements
46 Finance - 2023 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. 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. Reason able 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. Auditor’s Responsibilities for the Audit of the Financial Statements
47 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. Report on Other Legal and Regulatory Requirements Deloitte AG Jan Meyer Licensed Audit Expert Auditor in Charge Aude Salord Licensed Audit Expert Zurich, 11 March 2024
48 Finance - 2023 31.12.2023 31.12.2022 Notes Assets Cash 3.1 29’649’236 28’784’409 Trade receivables shareholders 1’941’350 1’900’614 Other current receivables third party 988’843 716’466 Inventories 3 3 Accrued income and prepaid expenses 366’100 283’265 Total current assets 32’945’532 31’684’757 Shareholdings 1 1 Tangible fixed assets 3.2 284’780 328’439 Technical equipment, thereof 3.4 24’147’042 23’234’007 Gas Pipeline and related equipment 21’133’046 21’985’710 Work in progress 3’013’997 1’248’296 Land 3’575’270 3’575’270 Intangible fixed assets 3.3 3’848’674 3’960’260 Total non-current assets 31’855’767 31’097’977 Total assets 64’801’299 62’782’733 Liabilities Trade creditors 1’286’971 527’018 Other current liabilities 3.5 523’672 572’510 Deferred income and accrued expenses 3.6 5’468’929 3’843’122 Total current borrowed capital 7’279’571 4’942’651 Provisions 3.7 6’202’645 6’429’000 Total long-term borrowed capital 6’202’645 6’429’000 Equity Share capital 3.0 10’000’000 10’000’000 Capital Contribution Reserve 33’000’000 33’000’000 Statutory retained earnings 6’129’082 6’129’082 Voluntary retained earnings 2’190’000 2’282’000 Total shareholders’ equity 51’319’082 51’411’082 Total Liabilities and Shareholders’ Equity 64’801’299 62’782’733 Balance Sheet as per December 31
49 Notes 2023 2022 Income from lease agreement 17’779’820 19’199’283 Other income 1’490’767 1’820’633 Total operating income 19’270’587 21’019’916 Staff costs (7’098’992) (6’909’018) Electricity (343’157) (250’560) Maintenance costs (5’734’897) (6’503’906) General and administrative costs (1’460’627) (2’265’780) Depreciation on fixed asset items (1’976’906) (2’070’529) Total operating expenditure (16’614’579) (17’999’792) Operating profit 2’656’009 3’020’124 Financial income 293’994 85’178 Financial expenses (66’002) (134’302) Total financial result 227’991 (49’124) Annual profit before tax 2’884’000 2’971’000 Direct taxes (694’000) (689’000) Annual profit 2’190’000 2’282’000 Profit and Loss Statement for the Financial Year
50 Finance - 2023 Notes 31.12.2023 31.12.2022 Annual profit 2’190’000 2’282’000 Depreciation on fixed assets items 1’976’906 2’070’529 Net increase / (decrease) in provisions 3.7 (226’355) 189’000 Decrease / (increase) in trade receivables shareholders (40’736) 5’284’639 Decrease / (increase) other current receivables third party (272’377) 282’295 Decrease / (increase) in accrued income and prepaid expenses (82’835) 154’623 Increase / (decrease) in trade payables and other short-term liabilities 711’114 (2’031’482) Increase / (decrease) in accrued expenses and deferred income 3.6 1’625’806 (2’870’998) Cash inflow from operating activities 5’881’523 5’360’605 (Purchase of) property, plant and equipment (2’734’696) (1’529’318) Cash outflow from investment activities (2’734’696) (1’529’318) Distribution of profits to shareholders (dividends) (2’282’000) (2’039’000) Repayment of Capital Contribution Reserve - (4’000’000) Cash outflow for financing activities (2’282’000) (6’039’000) Net (decrease) / increase in cash 864’828 (2’207’713) Cash As at January 1 3.1 28’784’409 30’992’122 As at December 31 3.1 29’649’236 28’784’409 Changes in cash 864’827 (2’207’713) Cash Flow Statement for the Financial Year
51 Notes to the financial statements 2023 1. General Information Transitgas AG (“the Company”), was founded on 25 June 1971 and was entered in the Commercial Register of the Canton of Zurich on 28 June 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.
52 Finance - 2023 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. For long-term receivables and payables: 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.
53 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. 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 is defined in line with the duration of the lease agreement currently ending as of 30 September 2021, with the exception of the long-term investments Reverse Flow and Obergesteln which are depreciated until 30 September 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.
54 Finance - 2023 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. 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-and-trade’ 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 an 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.
55 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 Income 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.
56 Finance - 2023 3.0 Shareholders equity 31.12.2023 31.12.2022 Share capital 10’000’000 10’000’000 Capital Contribution Reserve 33’000’000 33’000’000 Statutory retained earnings 6’129’082 6’129’082 Voluntary retained earnings 2’190’000 2’282’000 Total shareholders’ equity 51’319’082 51’411’082 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 31.12.2023 31.12.2022 of which in CHF 28’777’426 27’570’147 of which in EUR 478’795 776’810 of which in USD 393’015 437’452 Total 29’649’236 28’784’409 3.2 Tangible fixed assets 31.12.2023 31.12.2022 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 (4’496’032) (4’452’373) Total 284’780 328’439 3. Information relating to items on the balance sheet and profit and loss statement
57 3.3 Intangible fixed assets 31.12.2023 31.12.2022 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 (371’204) (259’618) Total 3’848’674 3’960’260 3.4 Technical equipment 31.12.2023 31.12.2022 Gas pipeline and related equipment 1’687’342’629 1’686’373’632 less accumulated depreciation and value adjustments (1’666’209’583) (1’664’387’922) Gas pipeline and related equipment net 21’133’046 21’985’710 Work in progress 3’013’997 1’248’296 Total 24’147’042 23’234’007 3.5 Other current liabilities 31.12.2023 31.12.2022 due to third parties 523’672 572’510 Total 523’672 572’510 3.6 Deferred income and accrued expenses 31.12.2023 31.12.2022 due to third parties 2’642’120 2’946’678 due to shareholders 2’826’809 896’445 Total 5’468’929 3’843’122 3.7 Provisions 31.12.2023 31.12.2022 for holidays and overtime 194’000 189’000 for legal cases 195’000 240’000 for abandoned pipeline 5’813’645 6’000’000 Total 6’202’645 6’429’000
58 Finance - 2023 3.8 Lease liabilites (not terminable or expiring within 12 months of balance sheet date) 31.12.2023 31.12.2022 within one year 296’474 276’256 within two to five years 827’061 701’251 after five years 4’621 62’001 Total 1’128’156 1’039’507 Lease liabilities arise from car leasing and office rental. 3.9 Servitude liabilites (not terminable or expiring within 12 months of balance sheet date) 31.12.2023 31.12.2022 within one year 979’201 1’604’170 within two to five years 16’803 296’681 after five years 77’919 77’462 Total 1’073’924 1’978’313 Servitude liabilities arise from servitudes along pipeline for land which does not belong to Transitgas AG. 4.0 Fees for audit services 2023 2022 Audit services 45’000 43’000 Other services - - Total 45’000 43’000 4.1 Hidden reserves There was a release of hidden reserves of kCHF 312 during the financial-year 2023 (previous-year: none).
59 Voluntary retained earnings carried forward 2023 2022 CHF CHF Voluntary retained earnings at the beginning of the year - - Annual profit 2’190’000 2’282’000 Voluntary retained earnings available to the general meeting 2’190’000 2’282’000 Proposal of the Board of Directors on the allocation of voluntary retained earnings 2023 2022 CHF CHF Voluntary retained earnings available to the general meeting 2’190’000 2’282’000 Payment of dividend (2’190’000) (2’282’000) Balance to be carried forward - - allocation to statutory retained earnings in % of profit 0.00% 0.00% Proposed appropriation of available earnings
60 Transitgas AG Franklinstrasse 27 CH-8050 Zürich Tel : +(41) 44 318 75 75 E-Mail : info@transitgas.ch www.transitgas.ch
RkJQdWJsaXNoZXIy MjQ1NjI=